Each applicable Fund will vote separately on a Fund-by-Fund,sub-proposal-by-sub-proposal basis.

AMG Funds LLC (the “Investment Manager”) andII

AMG GW&K Investment Management, LLC (“Global Allocation Fund

AMG Funds III

AMG GW&K”) with respect to the Fund.&K High Income Fund

AMG Veritas Asia Pacific Fund

AMG Funds IV

AMG River Road Dividend All Cap Value Fund

AMG River Road Focused Absolute Value Fund

AMG River Road Small-Mid Cap Value Fund

AMG River Road Small Cap Value Fund

Each applicable Fund will vote separately on a Fund-by-Fund,sub-proposal-by-sub-proposal basis.

This Joint Proxy Statement and the accompanying notice and the proxy cardcard(s) are being first mailed to shareholders on or about [December 29, 2020].September 1, 2023.

The Board has determined that the use of this Joint Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of the Funds. Shareholders of record at the close of business on [December 14, 2020]August 22, 2023 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting, even if such shareholders no longer own shares.

If you have any questions about the proposals or about voting, please call ASTEQ Fund Solutions, LLC, the Fund’sFunds’ proxy solicitor, toll-free at (866) 800-769-4414.521-4487.

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OVERVIEW OF THE PROPOSALS

Introduction

The TrustAMG Funds is currently comprised of nineteen]eighteen mutual funds, but only the FundAMG Funds I is comprised of seven mutual funds, AMG Funds II is comprised of two mutual funds, AMG Funds III is comprised of four mutual funds, and AMG Funds IV is comprised of ten mutual funds, all of which are the subject of this proxy statement. The TrustEach of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III is a registered management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and is organized as a Massachusetts business trust. AMG Funds IV is a registered management investment company under the 1940 Act, and is organized as a Delaware statutory trust. The Investment Manager, located at 600 Steamboat Road,680 Washington Boulevard, Suite 300, Greenwich,500, Stamford, Connecticut 06830,06901, is a subsidiary of Affiliated Managers Group, Inc. (“AMG”), located at 777 South Flagler Drive, West Palm Beach, Florida 33401. The Investment Manager serves as investment manager and administrator of the FundFunds and is responsible for the Fund’sFunds’ overall administration and operations.

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AMG Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of the Investment Manager, located at 600 Steamboat Road,680 Washington Boulevard, Suite 300, Greenwich,500, Stamford, Connecticut 06830,06901, serves as the Fund’sFunds’ distributor.

The principal executive offices of theeach Trust are located at 600 Steamboat Road,680 Washington Boulevard, Suite 300, Greenwich,500, Stamford, Connecticut 06830.06901.

Proposal 1: ApprovalElection of New Subadvisory AgreementTrustees

AtAffected Funds: All Funds

The first proposal relates to the election of trustees (each, a meeting held on December 3, 2020,“Nominee”) to the Board (“Proposal 1”). Over recent years, due to the policy of AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and based uponAMG Funds IV (the “AMG Funds Family of Funds”) that each trustee retire at the recommendationend of the Investment Managercalendar year (or, for AMG Funds IV, the end of the applicable Funds’ fiscal year) during which such trustee reaches the age of 75, there have been several retirements and other factors,the number of trustees serving on the Board including a majorityhas decreased. In light of this development, and as part of the Trustees who are not “interested persons” (as such term is definedBoard’s succession planning efforts to ensure continuity in the 1940 Act)oversight of the Trust (the “Independent Trustees”), terminatedAMG Funds Family of Funds and the subadvisory agreement (the “Former Subadvisory Agreement”) with Skyline Asset Management, L.P. (“Skyline”),Board’s continuing discharge of its fiduciary duties to the then-current subadviserAMG Funds Family of Funds on a long-term basis, the Board has determined to increase the number of Trustees from six to eight. The Board is proposing that shareholders vote on the election or reelection of seven out of the Fund,eight trustees. You are being asked to elect five incumbent Trustees and approved the appointment of GW&K Investment Management, LLC (“GW&K”) as the subadvisertwo new nominees to the Fund on an interim basis to replace Skyline, with GW&K’s services beginning on December 4, 2020.Board. The Investment Managerincumbent Trustee nominees are Kurt A. Keilhacker, Steven J. Paggioli, Eric Rakowski, Victoria L. Sassine, and the Board believed that termination of the Former Subadvisory AgreementGarret W. Weston. The new nominees are Jill R. Cuniff and the proposed new arrangements with GW&K were in the best interests of the Fund and its shareholders. GW&KPeter W. MacEwen. The remaining trustee is Bruce B. Bingham, who was appointed interim subadviser pursuant to an interim subadvisory agreement between the Investment Manager and GW&K (the “Interim Subadvisory Agreement”), to be effective until the earlier of 150 days after the termination of the Former Subadvisory Agreement or the approval of the New Subadvisory Agreement (as defined below)previously elected by shareholders of the Fund. At the meeting heldand who is set to retire on December 3, 2020, the Board, including a majority of the Independent Trustees, also approved (i) the longer-term appointment of GW&K as the subadviser to the Fund, (ii) a new subadvisory agreement between the Investment Manager and GW&KOctober 31, 2023, with respect to the Fund (the “New Subadvisory Agreement”)AMG Funds IV and (iii) the submission of the New Subadvisory AgreementDecember 31, 2023, with respect to AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III. Due to Mr. Bingham’s upcoming retirement, shareholders of the Fund for approval. In accordance with Rule 15a-4 under the 1940 Act, shareholders of the Fund must approve the New Subadvisory Agreement on or before May 3, 2021 in order for GW&Kare not being asked to reelect Mr. Bingham at this time, although he will continue to serve as subadviser toa trustee of the Fund on an uninterrupted basis following that date (“Proposal 1”).Trusts until his retirement date. As discussed in greater detail below, the Board has unanimously determined to recommend a vote “FOR” the election of each nominee.

Proposal 1.2: Approval of the Amendment of Certain Fundamental Investment Restrictions of each Applicable Fund

Affected Funds (each, a “Proposal 2 Fund,” and collectively, the “Proposal 2 Funds”):

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The material differences betweensecond proposal relates to the Interim Subadvisory Agreementproposed amendment of certain fundamental investment restrictions of each Proposal 2 Fund (“Proposal 2”). The proposed changes are intended to update and standardize the Proposal 2 Funds’ fundamental investment restrictions with the other Funds in the AMG Funds Family of Funds, while continuing to fully satisfy the requirements of the 1940 Act, and the Former Subadvisory Agreementrules and regulations thereunder. The proposed changes are designed to provide the Proposal 2 Funds increased flexibility to respond to market, industry and regulatory changes. There may be additional risks associated with respectsuch increased flexibility, as described in Proposal 2. Also, the proposed changes are intended to reduce administrative burdens and ongoing costs to the Fund,AMG Funds Family of Funds by simplifying and making uniform the fundamental investment restrictions across most of the other Funds in the AMG Funds Family of Funds. Furthermore, the Investment Manager has indicated that, other than as well asdescribed in the material differences betweenJoint Proxy Statement, it has no current intention to change in any significant way the New Subadvisory Agreement approved byProposal 2 Funds’ investment strategies or the manner in which the Proposal 2 Funds are managed in connection with the approval of this proposal. For the reasons discussed below, the Board and the Former Subadvisory Agreement, are described below under “Description of The Interim Subadvisory Agreement” and “Description of the New Subadvisory Agreement”.recommends that you vote “FOR” Proposal 2.

IfAs to sub-proposals 2.A through 2.D, the shareholders of theeach applicable Proposal 2 Fund approve the New Subadvisory Agreement between the Investment Manager will vote separately on a Fund-by-Fundand GW&K, GW&K will continue to serve as subadviser to the Fund under the terms of the New Subadvisory Agreement.sub-proposal-by-sub-proposal basis. If shareholders of a Proposal 2 Fund approve a sub-proposal, the Fund’s fundamental investment restriction as set forth in the approved sub-proposal will be changed. However, if shareholders of a Proposal 2 Fund do not approve the New Subadvisory Agreement, the New Subadvisory Agreement will not take effect, and the Board will determine what further action is appropriate for the Fund.

In connection with the hiring of GW&K, effective December 4, 2020, the Fund (i) changed its name from AMG Managers Skyline Special Equities Funda change to AMG GW&K Small Cap Value Fund, (ii) made changes to itsa fundamental investment objective, principal investment strategies and principal risks, and (iii) removed the Russell 2000^® Index asrestriction, the Fund’s secondary benchmark. Also in connection with the hiring of GW&K, effective as of the Implementation Date, (i) the management fee for the Fund was reduced from 0.73% to 0.70%, (ii) the Fund’s existing contractual expense limitation agreement with the Investment Manager was replaced with a new contractual expense limitation agreement with the Investment Manager pursuant to which the Investment Manager has agreed, through at least May 1, 2022, to limit total annual operating expenses (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 the Fund to the annual rate of 0.90% of the Fund’s average daily net assets, subject to later reimbursement by the Fund in certain circumstances, and (iii) the amount of shareholder servicing fees Class I shares of the Fund are authorized to pay to financial intermediaries was decreased from 0.15% to 0.05%. For more information regarding these and other changes to the Fund, please see the supplements dated December 4, 2020 to the Fund’s prospectus dated May 1, 2020, which are attached as Appendix B to the Proxy Statement.

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Proposal 2: Approval of a Manager-of-Managers Structure

Proposal 2 relates to a proposed “manager-of-managers” structure for the Fund. Under Section 15(a) of the 1940 Act, ancurrent corresponding fundamental investment adviser to a mutual fund generally cannot enter into or materially amend a subadvisory agreement without obtaining shareholder approval. The Investment Manager has obtained an exemptive order (the “AMGF Order”) issued by the Securities and Exchange Commission (the “SEC”) that enables the Investment Manager, subject to the approval of the Board, but without the need for shareholder approval, to enter into and materially amend subadvisory agreements with unaffiliated subadvisers for funds in the AMG Funds complex whose shareholders have approved the operation of their fund in a “manager-of-managers” structure. To date, shareholders of the Fund have not voted on the adoption of a “manager-of-managers” structure. The proposed “manager-of-managers” structurerestriction would permit the Investment Manager, subject to the approval of the Board, but without the need for shareholder approval, to enter into and materially amend subadvisory agreements with unaffiliated and affiliated subadvisers in reliance on the terms of the AMGF Order, as modified by the exemptive order obtained by Carillon Tower Advisers, Inc., et al., Investment Company Release Nos. 33464 (May 2, 2019) (notice) and 33494 (May 29, 2019) (order) (the “Carillon Order” and together with the AMGF Order, the “Manager-of-Managers Orders”). In addition, the Carillon Order permits funds to disclose fees paid to subadvisers on an aggregate, rather than individual, basis. Subject to shareholder approval of Proposal 2 and approval by the SEC of an amendment to the AMGF Order, the Fund would be permitted to disclose fees paid to subadvisers on an aggregate, rather than individual, basis. Fund shareholder approval is being sought to provide the Fund with flexibility to operate under the Manager-of-Managers Orders (“Proposal 2”). As discussed in greater detail below, the Board has unanimously determined to recommend a vote “FOR” Proposal 2.

If shareholders approve Proposal 2, the Fund will operate under a manager-of-managers structure pursuant to the Manager-of-Managers Orders and the Investment Manager will have flexibility, subject to certain terms and requirements, to enter into and materially amend subadvisory agreements with affiliated and unaffiliated subadvisers without the need for shareholder approval. The Fund would also have flexibility to disclose fees paid to subadvisers on an aggregate, rather than individual, basis, subject to approval by the SEC of an amendment to the AMGF Order. If shareholders do not approve Proposal 2, the Fund will continue to be required to seek the approval of its shareholders to enter into or materially amend subadvisory agreements with unaffiliated and affiliated subadvisers.apply.

Voting Procedures

Shareholders of the FundFunds who own shares at the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting and any adjournment(s) or postponement(s) thereof. You are entitled to one vote, or fraction thereof, for each share of theany Fund, or fraction thereof, that you own on each matter as to which such shares are to be voted at the Meeting. Shares may be voted in person or by proxy. Where shareholders may pursuant to the terms of a notice of a meeting of shareholders (which may be amended from time to time) participate in and vote at such meeting by means of remote communication, shares voted by means of such remote communication shall constitute shares voted in person.

A quorum must be present at the Meeting for the transaction of business. TheWith respect to each of AMG Funds, AMG Funds II and AMG Funds III, the holders of 30% of the aggregate number of shares of a Fund or the FundTrust, as applicable, entitled to vote present in person or by proxy constitute a quorum for the transaction of business with respect to such Fund or the Fund.Trust. With respect to AMG Funds I, the holders of 10% of the shares of a Fund or the Trust, as applicable, entitled to vote present in person or by proxy constitute a quorum for the transaction of business with respect to such Fund or the Trust. With respect to AMG Funds IV, one-third of the shares of a Fund or the Trust, as applicable, entitled to vote present in person or by proxy constitute a quorum for the transaction of business with respect to such Fund or the Trust.

A broker-dealer that is a member of the New York Stock Exchange (“NYSE”) that holds shares of a Fund in “street name” and has not received voting instructions from a client prior to the date specified in the broker-dealer’s request for voting instructions is permitted under the rules of the NYSE to vote the shares on uncontested matters that are considered to be “routine,” but is not permitted to vote the shares on “non-routine” matters. Proposal 1 (the election of the Trustees to the Board) is considered a routine matter. Proposal 2 (the amendment of certain fundamental investment restrictions of each applicable Fund) is considered a non-routine matter. Abstentions and broker non-votes do not represent votes cast for a proposal but will be counted for purposes of determining whether a quorum is present. “Broker non-votes” are shares held by a broker or nominee as to which instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power but for which a broker or nominee returns the proxy card or otherwise votes without actually voting on a proposal. Because the affirmative “vote of a majority of the outstanding voting securities,” as defined below,securities” of thea Fund is required to approve each proposal,Proposal 2, abstentions and broker non-votes will have the effect of a vote against a proposal.Proposal 2.

At the time of the Meeting or any adjournment thereof, the Funds’ custodian may be permitted to vote shares held by certain individual retirement accounts for which it is the trustee and that are not otherwise voted by such account holder. If the Funds’ custodian votes such shares, it will vote them in the same proportions as other retirement account shareholders for which it is the trustee and that have submitted voting instructions for their shares. If the Funds’ custodian is authorized to vote the shares and so votes, shareholders should be aware that this practice, known as “echo-voting,” may have the effect of increasing the likelihood that the proposals will be approved.

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Whether or not a quorum is present at the Meeting, the Meeting may, by action of the chair of the Meeting, may proposebe adjourned from time to time with respect to one or more adjournments of the Meetingproposals to permit further solicitation of proxies. Any adjourned session or sessions may be held, any time after the date set for the Meeting, without the necessity of further notice.notice; provided, with respect to AMG Funds IV, that the time and place of any adjourned session or sessions are announced at the Meeting or reasonable notice is given to persons present at the Meeting. Upon motion of the chair of

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the Meeting, the question of adjournment may be (but is not required to be) submitted to a vote of the shareholders, and in that case, any adjournment with respect to one or more matters must be approved by the vote of a majority of the votes cast in person or by proxy at the Meeting with respect to the matter or matters adjourned, whether or not a quorum is present with respect to such matter or matters, and, if approved, such adjournment shall take place without the necessity of further notice.notice; provided, with respect to AMG Funds IV, that the time and place of any adjourned session or sessions are announced at the Meeting or reasonable notice is given to persons present at the Meeting. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at a meeting may, at the discretion of the proxies named therein, be voted “FOR” a proposal in favor of such an adjournment.

Information regarding the number of issued and outstanding shares of theeach Fund as of the Record Date is provided under “Additional Information” below,in Appendix A, representing the same number of votes for each of the Fund.Funds. The persons who are known to have owned beneficially or of record 5% or more of theany Fund’s outstanding shares as of November 30, 2020the Record Date are also listed in the “Additional Information” section.Appendix B.

The person(s) named as proxies on the enclosed proxy cardcard(s) will vote in accordance with your directions, if your proxy card iscard(s) is/are received properly executed or if you vote appropriately by phone or over the Internet. If we receive your proxy card,card(s), and it isit/they is/are executed properly, but you give no voting instructions with respect to aany proposal on which you are entitled to vote, your shares will be voted in accordance with management’s recommendation.recommendation with respect to each such proposal. The duly appointed proxies may, in their discretion, vote upon such other matters as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.

Under the Amended and Restated Agreement and Declaration of Trust of each of AMG Funds and AMG Funds I and the Trust, when any share isBy-Laws of each of AMG Funds II, AMG Funds III and AMG Funds IV, a proxy with respect to shares held jointlyin the name of two or more persons shall be valid if executed by several persons, any one of them may vote at any meeting in person or by proxy in respect of such share, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them.

In order that your shares may be represented at the Meeting, you are requested to vote your shares by mail, over the Internet or by telephone by following the instructions on your proxy card.card(s). IF YOU VOTE BY TELEPHONE OR OVER THE INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD,CARD(S), UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE. You may revoke your proxy: (a) at any time prior to its exercise by written notice of its revocation to the Secretary of the Trust prior to the Meeting; (b) by the subsequent execution and timely return of another proxy prior to the Meeting (following the methods noted above); or (c) by being present and voting at the Meeting and giving oral notice of revocation to the chair of the Meeting. However, attendance at the Meeting, by itself, will not revoke a previously-tendered proxy.

The cost of preparing, printing and mailing the enclosed proxy cardcard(s) and proxy statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone or facsimile will be paid by the Investment Manager and GW&K.Funds. Please see “Additional Information” below for more information regarding solicitation of proxies. If you wish to attend the Meeting, please register by sending an email to attendameeting@astfinancial.com and provide us with your full name and address in order to receive the conference call dial-in information. Please use the email subject line “AMG GW&K Small Cap Value Fund”, and include in your email your full name along with your request for the conference line number. That number will be sent back to you, allowing you to call into the meeting. We encourage you to vote your shares prior to the Meeting.

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PROPOSAL 1: ELECTION OF TRUSTEES

Affected Funds:

All Funds

Over recent years, due to the policy of the AMG Funds Family of Funds that each Trustee retire at the end of the calendar year (or, for AMG Funds IV, the end of the applicable Funds’ fiscal year) during which such Trustee reaches the age of 75, there have been several retirements and the number of Trustees serving on the Board has decreased. In light of this development, and as part of the Board’s succession planning efforts to ensure continuity in the oversight of the AMG Funds Family of Funds and the Board’s continuing discharge of its fiduciary duties to the AMG Funds Family of Funds on a long-term basis, the Board has determined to increase the number of Trustees from six to eight. The Board has proposed the following seven nominees for election by shareholders (each a “Nominee”), each to hold office for an indefinite term: Jill R. Cuniff, Kurt A. Keilhacker, Peter W. MacEwen, Steven J. Paggioli, Eric Rakowski, Victoria L. Sassine, and Garret W. Weston. Messrs. Keilhacker, Paggioli, Rakowski and Weston and Ms. Sassine are collectively referred to herein as the “Incumbent Trustee Nominees.” Mr. MacEwen and Ms. Cuniff are collectively referred to herein as the “New Trustee Nominees.” The remaining Trustee is Bruce B. Bingham, who was previously elected by shareholders and who is set to retire on October 31, 2023, with respect to AMG Funds IV and December 31, 2023, with respect to AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III. Due to Mr. Bingham’s upcoming retirement, shareholders are not being asked to reelect Mr. Bingham at this time, although he will continue to serve as a Trustee until his retirement date. Each of the Nominees has consented to serve or continue to serve, as the case may be, as a Trustee. Trustees of each of AMG Funds, AMG Funds I and AMG Funds IV serve during the continued lifetime of the Trust until he or she dies, resigned or is removed, or, if sooner, until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. Trustees of each of AMG Funds II and AMG Funds III serve during the continued lifetime of the Trust until his or her death, resignation, retirement, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time.

Certain biographical and other information relating to the Nominees, including each Nominee’s experience, qualifications, attributes and skills for Board membership, is set forth below. Six of the Nominees are expected to be Independent Trustees (meaning that they would not be considered “interested persons” as defined in the 1940 Act) and one of the Nominees would continue to be an Interested Trustee (meaning that he is considered an “interested person” as defined in the 1940 Act) of each Trust by virtue of his position with, and interest in securities of, Affiliated Managers Group, Inc. (“AMG”). Messrs. Keilhacker, Paggioli, and Rakowski and Ms. Sassine are Independent Trustee incumbents who were previously elected by shareholders. Mr. Weston is an Interested Trustee incumbent who was previously appointed by the Board and is standing for election by shareholders for the first time. Mr. MacEwen and Ms. Cuniff are expected to be Independent Trustees, if elected. On July 25, 2023, the members of each Trust’s Governance Committee (described below) presented their recommended nominees to the Independent Trustees, and the Independent Trustees selected and nominated the Incumbent Trustee Nominees and the New Trustee Nominees, and on July 25, 2023, the Board voted to submit the Incumbent Trustee Nominees and the New Trustee Nominees to a vote of shareholders of each Trust. The Board knows of no reason why any of these Nominees would be unable to serve.

Reason for the Proposal

Section 16(a) of the 1940 Act provides that no person shall serve as a director of a registered investment company unless elected to that office by the holders of the outstanding voting securities of such company, at an annual or a special meeting duly called for that purpose; except that vacancies occurring between such meetings may be filled in any otherwise legal manner if immediately after filling any such vacancy at least two-thirds of the directors then holding office shall have been elected to such office by the shareholders of the company at such an annual or special meeting.

Of the five Incumbent Trustee Nominees, two (Mr. Keilhacker and Ms. Sassine) were elected by shareholders in 2013, one (Mr. Rakowski) was initially elected by shareholders in 1999, and one (Mr. Paggioli) was initially elected by shareholders in 1993. Mr. Weston was appointed to the Board without a vote of shareholders, as

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PROPOSAL 1: APPROVAL OF THE NEW SUBADVISORY AGREEMENT BETWEEN THE INVESTMENT MANAGER AND GW&K WITH RESPECT TO AMG GW&K SMALL CAP VALUE FUNDpermitted by Section 16(a) of the 1940 Act. It is necessary to hold a shareholder meeting for the purpose of electing Mr. MacEwen and Ms. Cuniff to the Board. The Board has considered it appropriate that five of the six current Trustees stand for election by the shareholders. Mr. Bingham is not being put up for reelection due to his upcoming retirement.

Information About the Board and the Nominees

The Board provides broad supervision over the affairs of the Trusts and the Funds. An Independent Trustee serves as Chairman of the Board. A separate individual serves as Principal Executive Officer of the Trusts, as described below under “Principal Officers of the Trusts.” In addition, the Board also has two standing committees, the Audit Committee and Governance Committee (each a “Committee”, and collectively, the “Committees”), each comprised of all of the Independent Trustees, Approvalsto which the Board has delegated certain authority and oversight responsibilities.

AtThe Board’s role in supervising the Trusts is oversight, including oversight of the Funds’ risk management process. The Board meets regularly on at least a quarterly basis, and at these meetings the officers of the Funds and the Funds’ Chief Compliance Officer report to the Board on a variety of matters. A portion of each regular meeting held on December 3, 2020,is devoted to an executive session of the Independent Trustees, the Independent Trustees’ separate, independent legal counsel, and based upon the recommendationFunds’ Chief Compliance Officer, at which no members of management are present. In a separate executive session of the Independent Trustees and the Independent Trustees’ independent legal counsel, the Independent Trustees consider a variety of matters that are required by law to be considered by the Independent Trustees, as well as matters that are scheduled to come before the full Board, including fund governance, compliance, and leadership issues. When considering these matters, the Independent Trustees are advised by their independent legal counsel. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the Board to exercise its oversight of the Funds.

Each Trust has retained the Investment Manager as the Funds’ investment adviser and administrator. The Investment Manager is responsible for the Funds’ overall administration and operations, including management of the risks that arise from the Funds’ investments and operations. Employees of the Investment Manager serve as several of the Funds’ officers, including the Funds’ President. The Board provides oversight of the services provided by the Investment Manager, the Funds’ other service providers, and the Funds’ officers, including their risk management activities. On an annual basis, the Funds’ Chief Compliance Officer conducts a compliance review and risk assessment and prepares a written report relating to the review that is provided to the Board for review and discussion. The assessment includes a broad-based review of the risks inherent to the Funds, the controls designed to address those risks, and selective testing of those controls to determine whether they are operating effectively and are reasonably designed. In the course of providing oversight, the Board and the Committees receive a wide range of reports on the Funds’ activities, including regarding each Fund’s investment portfolio, the compliance of the Funds with applicable laws, and the Funds’ financial accounting and reporting. The Board receives periodic reports from the Funds’ Chief Legal Officer on the Investment Manager’s risk management activities. The Board also receives periodic reports from the Funds’ Chief Compliance Officer regarding the compliance of the Funds with federal and state securities laws and the Funds’ internal compliance policies and procedures. In addition, the Board receives periodic reports from the portfolio managers of the Funds’ subadvisers and the Investment Manager’s investment research team regarding the management of the Funds, including their investment risks. The Board also receives periodic reports from the Funds’ Chief Financial Officer, Chief Operating Officer, and other factors,senior personnel of the Investment Manager regarding the Investment Manager’s general business operations.

The Board met five times during each of the fiscal years ended September 30, 2022, October 31, 2022, December 31, 2022 and May 31, 2023. Each Incumbent Trustee Nominee was present for all of the meetings of the Board approvedand meetings held by all Committees on which he or she served.

The following table lists the appointmentcurrent Trustees and Nominees, their names and ages, the positions held with the Trusts and length of GW&Ktime served, their principal business occupations during the past five years, the number of Funds in the AMG Funds Family of Funds that they oversee, and other directorships held in any publicly-traded company or any registered investment company, as well as the subadviserexperience, qualifications, attributes and skills for serving as Trustees.

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All of the Funds in the Trusts are overseen by the Board (and would be overseen by all Nominees, if elected). The address of each Nominee is 680 Washington Boulevard, Stamford, Connecticut 06901. Correspondence intended for a current Trustee may be sent to this address.

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The summaries in the tables above relating to the Fundexperience, qualifications, attributes and skills of the Nominees are furnished in response to requirements imposed by the Securities and Exchange Commission (the “SEC”), do not constitute holding out the Board or any Nominee as having any special expertise or experience, and do not impose any greater responsibility or liability on any such person or on the Board as a whole than would otherwise be the case. The Board believes that the significance of each Nominee’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Nominee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Nominee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to be able to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Trust management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that each of the Nominees has these abilities. Experience relevant to having these abilities may be achieved through a Nominee’s educational background; business, professional training or practice (e.g., finance or law), or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, significant private or not-for-profit entities or other organizations; and/or other life experiences. To assist them in evaluating matters under federal and state law, the Independent Trustees are counseled by their own separate, independent legal counsel, who participates in Board meetings and interacts with the Investment Manager, and also may benefit from information provided by the Trusts’ and the Investment Manager’s legal counsel. Both Independent Trustee and Trust counsel have significant experience advising funds and fund board members. The Board and its Committees have the ability to engage other experts, including the Funds’ independent public accounting firm, as appropriate. The Board evaluates its performance on an interim basis to replace Skyline, with GW&K’s services beginning on December 4, 2020, andannual basis.

If the Nominees are elected, Mr. Rakowski would remain Independent Chairman.

Principal Officers of the Trusts

The Board elects the officers of the Trusts, provided that the Chief Compliance Officer must be approved the Interim Subadvisory Agreement. As a consequence, on December 4, 2020, Skyline ceased serving as subadviser to the Fund, and GW&K began serving as the subadviser to the Fund on an interim basis as permitted by Rule 15a-4 under the 1940 Act. At the meeting held on December 3, 2020, the Board also approved the longer-term appointment of GW&K as the subadviser to the Fund and approved the New Subadvisory Agreement, subject to shareholder approval. In approving the Interim Subadvisory Agreement and the New Subadvisory Agreement, the Board, including a majority of the Independent Trustees. The President, Treasurer and Secretary hold office until a successor has been duly elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Other officers serve at the pleasure of the Trustees. The following table lists the names and ages of the officers, the positions held with the Trusts and length of time served, their principal business occupations during the past five years, and any directorships held in a public company or registered investment company during the past five years. The business address of each officer is 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901. None of the officers listed below receives compensation from any of the Funds. No changes to the officers of the Trusts are being proposed.

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Trustee/Nominee Ownership of Shares

The following table illustrates the dollar range of shares of each Fund beneficially owned (as determined pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) by the Nominees, including all current Trustees, determined thatas of [                    ]. The dollar range for the hiring of GW&K issecurities represented in the best intereststable was determined using the net asset value of a share of each Fund as of the Fund and its shareholders and does not involve a conflictclose of business on [                    ].

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As of August 12, 2023, none of the Nominees who would be Independent Trustees of the Trust or their immediate family members had any interest from whichin the Investment Manager or an affiliated subadviser derives an inappropriate advantage. The Board’s determination to approve the appointment of GW&K as subadviser ofDistributor, or any person controlling, controlled by or under common control with such persons, excluding the Fund and to approve the Interim Subadvisory Agreement and the New Subadvisory Agreement was based on a variety of factors and considerations, including (i) recommendation by the Investment Manager, which was based on its ongoing evaluation of Fund characteristics and exposures and subadviser performance and investment strategy, (ii) qualitative and quantitative analysis of GW&K’s organizational structure, investment process, style and long-term performance record, (iii) that the management fee paid by the Fund would be reduced in connection with the appointment of GW&K as subadviser and that GW&K would receive a lower rate of compensation under the Interim Subadvisory Agreement and New Subadvisory Agreement than Skyline received under the Former Subadvisory Agreement, and (iv) the Board’s knowledge of GW&K as subadviser to other funds in the AMG Funds Family of Funds. The recommendation to hire GW&K was based onFunds, AMG Pantheon Fund, LLC, and AMG Pantheon Master Fund, LLC. For this purpose, “immediate family member” includes a Nominee’s spouse, children residing in a Nominee’s household and dependents of a Nominee. Notwithstanding the foregoing, during the past five years, Mr. MacEwen did hold 2,536 shares of Affiliated Managers Group, Inc. (“AMG”), the Investment Manager’s belief thatparent company, which he sold on August 11, 2023. As of August 12, 2023, Mr. MacEwen no longer holds any shares of AMG.

Board Compensation

AMG Boston Common Global Impact Fund and AMG Veritas Global Real Return Fund

The following table sets forth the aggregate compensation paid by AMG Boston Common Global Impact Fund and AMG Veritas Global Real Return Fund to each Trustee and Incumbent Trustee Nominee for the fiscal year ended September 30, 2022.

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AMG Beutel Goodman Core Plus Bond Fund, AMG Beutel Goodman International Equity Fund, AMG Frontier Small Cap Growth Fund, AMG GW&K Core Bond ESG Fund, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Small/Mid Cap Growth Fund, AMG Montrusco Bolton Large Cap Growth Fund, AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, AMG River Road Small Cap Value Fund, AMG Veritas China Fund and AMG Veritas Global Focus Fund

The following table sets forth the aggregate compensation paid by AMG Beutel Goodman Core Plus Bond Fund, AMG Beutel Goodman International Equity Fund, AMG Frontier Small Cap Growth Fund, AMG GW&K Core Bond ESG Fund, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Small/Mid Cap Growth Fund, AMG Montrusco Bolton Large Cap Growth Fund, AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, AMG River Road Small Cap Value Fund, AMG Veritas China Fund and AMG Veritas Global Focus Fund to each Trustee and Incumbent Trustee Nominee for the fiscal year ended October 31, 2022.

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AMG GW&K Enhanced Core Bond ESG Fund, AMG GW&K ESG Bond Fund, AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Small Cap Core Fund, AMG GW&K Small Cap Value Fund, AMG GW&K Small/Mid Cap Core Fund, AMG Renaissance Large Cap Growth Fund, AMG TimesSquare Emerging Markets Small Cap Fund, AMG TimesSquare Global Small Cap Fund, AMG TimesSquare International Small Cap Fund, AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare Small Cap Growth Fund, AMG Veritas Asia Pacific Fund, AMG Yacktman Focused Fund, AMG Yacktman Fund, AMG Yacktman Global Fund and AMG Yacktman Special Opportunities Fund

The following table sets forth the aggregate compensation paid by AMG GW&K Enhanced Core Bond ESG Fund, AMG GW&K ESG Bond Fund, AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Small Cap Core Fund, AMG GW&K Small Cap Value Fund, AMG GW&K Small/Mid Cap Core Fund, AMG Renaissance Large Cap Growth Fund, AMG TimesSquare Emerging Markets Small Cap Fund, AMG TimesSquare Global Small Cap Fund, AMG TimesSquare International Small Cap Fund, AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare Small Cap Growth Fund, AMG Veritas Asia Pacific Fund, AMG Yacktman Focused Fund, AMG Yacktman Fund, AMG Yacktman Global Fund and AMG Yacktman Special Opportunities Fund to each Trustee and Incumbent Trustee Nominee for the fiscal year ended December 31, 2022.

AMG GW&K International Small Cap Fund

The following table sets forth the aggregate compensation paid by AMG GW&K International Small Cap Fund to each Trustee and Incumbent Trustee Nominee for the fiscal year ended May 31, 2023.

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In addition, on July 25, 2023, the Board appointed Ms. Cuniff and Mr. MacEwen as consultants to the Board with respect to the Funds until terminated by each Trust in its sole discretion or by Ms. Cuniff or Mr. MacEwen, as applicable, in their sole discretion. As compensation for their services, Ms. Cuniff and Mr.  MacEwen each receive a high quality investment adviser with a demonstrated ability to manage equity portfoliosretainer of $31,250 per calendar quarter, payable by the Funds.

Committees and to manage the overall riskMeetings of the Fund’s portfolioBoard

The Board has an Audit Committee and woulda Governance Committee. The Audit Committee and Governance Committee are composed solely of Independent Trustees. The following table identifies the members of those committees, the number of meetings of each committee held during the fiscal years ended September 30, 2022, October 31, 2022, December 31, 2022, and May 31, 2023, and the function of each committee:

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Governance Committee.

The Governance Committee of each Trust operates pursuant to a written charter. The charters were most recently amended on December 17, 2014 and are included in Appendix C.

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When a vacancy on the Board exists or is anticipated, the Governance Committee or a sub-committee thereof shall identify candidates by obtaining referrals from such sources as it may deem appropriate, which may include current Trustees, management of the Funds, counsel and other advisors to the Trustees, and shareholders of a Fund who submit recommendations in accordance with these procedures.

The Governance Committee shall consider any such candidate recommended by a shareholder of a Fund if such recommendation contains sufficient background information concerning the candidate and is received in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund). Shareholders shall be appropriately suiteddirected to manage assetsaddress any such recommendations to the attention of the Governance Committee, c/o the Secretary of the Funds, 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901.

In evaluating a candidate for the Fund. Accordingly,a position on the Board, including a majority of the Independent Trustees, unanimously approved (i) the hiring of GW&K, (ii) the adoption of the Interim Subadvisory Agreement, effective on December 4, 2020, until the earlier of 150 days after the termination of the Former Subadvisory Agreement or the approval of the New Subadvisory Agreementany candidate recommended by shareholders of a Fund, the Fund (as providedGovernance Committee shall consider the following: (i) the candidate’s knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by Rule 15a-4),the candidate as a director or senior officer of other public companies; (iii) the candidate’s educational background, reputation for high ethical standards and (iii) subjectprofessional integrity; (iv) any specific financial, technical or other expertise possessed by the candidate, and the extent to shareholder approval,which such expertise would complement the adoptionBoard’s existing mix of skills, core competencies and qualifications; (v) the candidate’s perceived ability to contribute to the ongoing functions of the New Subadvisory Agreement. A formBoard, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the proposed New Subadvisory AgreementBoard; (vi) the candidate’s ability to qualify as an Independent Trustee for purposes of the 1940 Act if it is attachedintended that the candidate serve as Appendix A.

Information About GW&Kan Independent Trustee; and (vii) such other factors as the Governance Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies. Prior to making a final recommendation to the Board, the Governance Committee shall conduct personal interviews with those candidates it concludes are the most qualified candidates.

The following isGovernance Committee takes the overall diversity of the Board into account when considering and evaluating candidates for Independent Trustee. While the Governance Committee has not adopted a descriptionspecific policy on diversity or a particular definition of GW&K, based solely on information provideddiversity, when considering candidates, the Governance Committee generally considers the manner in which each candidate’s business experience, background, race, gender and national origin are complementary to the Investment Managerexisting Independent Trustees’ attributes.

Each incumbent Independent Trustee Nominee was originally recommended to the Board for approval as an Independent Trustee by GW&K.the Independent Trustees. Each New Trustee Nominee was recommended to the Board for approval as an Independent Trustee by the Independent Trustees.

GW&K managesShareholder Communications.

The Board provides a process by which shareholders may send communications to the Fund’s portfolio using its small cap value strategy. Under Skyline’s managementBoard. Shareholders may mail written communications to the attention of the Fund’s portfolio,Board, or specified individual Trustees, 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901. All shareholder communications are reviewed by the Fund’s investment objective was “to seek maximum capital appreciation primarily through investmentTrusts’ Chief Legal Officer, who will forward them to the Board as appropriate.

Required Vote

With respect to Proposal 1, Trustees of each Trust are elected by the affirmative vote of a plurality of shares of that Trust voting at the Meeting, either in common stocksperson or by proxy with respect to such proposal. This means that the Fund’s Subadviser, Skyline Asset Management, L. P., considersNominees who receive the largest number of votes will be elected as Trustees. In the election of Trustees, votes may be cast in favor of a Nominee or withheld. Proposal 1 will be voted on by all shareholders of each Trust on a Trust-by-Trust basis.

If quorum for Proposal 1 is not obtained, the Incumbent Trustee Nominees, as well as Mr. Bingham, will continue to serve on the Board but the two new nominees will not be undervalued” and, under normal circumstances,elected to the Fund investedBoard. If quorum for Proposal 1 is obtained, the Nominees will be elected by the affirmative vote of the holders of a plurality of each Trust’s shares present at least 80% of its net assets, plus the amount of any borrowings for investment purposes,meeting in equity securities and invested primarily in the common and preferred stocks of small-capitalization U.S. companies. Under GW&K’s management, the Fund’s investment objective is “to seek to provide long-term capital appreciation,” and under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of small-capitalization companies.

GW&K, located at 222 Berkeley Street, Boston, Massachusetts 02116, is an investment management firm that has advised individual and institutional clients since 1974. As of September 30, 2020, the firm had approximately $47 billion in assets under management. In 2008, GW&K became an affiliate of AMG. Under this partnership, AMG, through its wholly-owned subsidiary, AMG Boston Holdings, LLC, indirectly owns a majority interest in GW&K, with the remaining ownership interest held among members of GW&K’s management team.

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GW&K’s management team is responsible for the day-to-day management of the firm and maintains full autonomy over the investment process. AMG is a publicly traded, global asset management company (NYSE:AMG) with investments in a diverse group of boutique investment management firms. As of September 30, 2020, AMG had approximately $654 billion in assets under management by its affiliated investment management firms.Board recommendation on Proposal 1

Information about the directors and principal executive officers of GW&K is set forth below. The address of each of them is c/o GW&K Investment Management, LLC, 222 Berkeley Street, Boston, Massachusetts 02116.THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUNDS VOTE “FOR” PROPOSAL 1.

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PROPOSAL 2: APPROVAL OF THE AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS OF EACH APPLICABLE FUND

Affected Funds

DescriptionAs described in the following sub-proposals, the Trustees recommend that the shareholders of the New Subadvisory Agreement

The termsProposal 2 Funds approve updates to, and the standardization of, certain of such Funds’ fundamental investment restrictions with the other Funds in the AMG Funds Family of Funds through the amendment of the New Subadvisory Agreementrestrictions as described below. The proposed changes are not materially different from the termsintended to update and standardize certain of the Former Subadvisory Agreement, with certain exceptions. These exceptions are described below under “Comparison with TermsProposal 2 Funds’ fundamental investment restrictions, while continuing to fully satisfy the requirements of the Former Subadvisory Agreement.”1940 Act, and the rules and regulations thereunder. The descriptionproposed changes are designed to provide the Proposal 2 Funds with increased flexibility to respond to market, industry and regulatory changes. There may be additional risks associated with such increased flexibility, as described below. Also, the proposed changes are intended to reduce administrative burdens and ongoing costs to the AMG Funds Family of Funds by simplifying and making uniform the fundamental investment restrictions across most of the New Subadvisory Agreement as set forth herein is qualified in its entirety by the provisions of the form of the New Subadvisory Agreement in Appendix A.

Services

Under the New Subadvisory Agreement, if Proposal 1 is approved by Fund shareholders, GW&K agrees, subject to the stated investment objective and policies of the Fund as set forthother Funds in the Trust’s current registration statement and subject to the supervisionAMG Funds Family of Funds. Furthermore, the Investment Manager andhas indicated that, other than as described in this Joint Proxy Statement, it has no present intention to change in any significant way the Board, to (i) develop and furnish continuously anProposal 2 Funds’ investment program and strategy for the Fund in compliance with the Fund’s investment objective and policies as set forth in the Trust’s current registration statement, (ii) provide research and analysis relative to the investment program and investments of the Fund, (iii) determine (subject to the overall supervision of the Board) what investments shall be purchased, held, soldstrategies or exchanged by the Fund and what portion, if any, of the assets of the Fund shall be held in cash or cash equivalents, and (iv) make changes on behalf of the Trust in the investments of the Fund. GW&K will also arrange for the placing of all orders for the purchase and sale of securities and other investments for the Fund’s account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or transactions. GW&K will also make its officers and employees available to meet with the Investment Manager’s officers and directors on due notice at reasonable times to review the investments and investment program of the Fund in light of current and prospective economic and market conditions.

Under the New Subadvisory Agreement, GW&K will exercise voting authority with respect to proxies that the Fund is entitled to vote by virtue of the ownership of assets attributable to that portion of the Fund for which GW&K has investment management responsibility; provided that the exercise of such authority shall be subject to periodic review by the Investment Manager and the Board; provided, further, that such authority may be revoked in whole or in part by the Investment Manager if required by applicable law. GW&K will exercise its proxy voting authority in accordance with such proxy voting policies and procedures as the Trust may designate from time to time. GW&K will provide such information relating to its exercise of proxy voting authority (including the manner in which itthe Proposal 2 Funds are managed in connection with the approval of these sub-proposals. Each Proposal 2 Fund has voted proxiesadditional fundamental investment restrictions that are not intended to be changed in connection with, and its resolutionare beyond the scope of, conflictsthis Joint Proxy Statement.

As to sub-proposals 2.A through 2.D, the shareholders of interest)each applicable Proposal 2 Fund will vote separately on a sub-proposal-by-sub-proposal basis.

The 1940 Act requires registered investment companies like the Funds to adopt “fundamental” investment restrictions governing certain of their investment practices. Investment companies may also voluntarily designate restrictions relating to other investment practices as reasonably requested by“fundamental.” The following charts set forth the Investment Manager from time to time. GW&K will also have authority to select brokers or dealers to execute purchaseexisting and sale transactions forproposed fundamental investment restrictions of the Trust. As subadviser to the Fund, GW&K will be required to provide periodic and special reports as the Board may requestProposal 2 Funds with respect to matters relating to the duties of GW&K under the New Subadvisory Agreement.

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Compensation

Under the investment management agreement between the Trust and the Investment Manager dated October 19, 1999, as amended (the “Management Agreement”), the Fund pays the Investment Manager a fee at the annual rate of 0.70% of the Fund’s average daily net assets. In connection with the hiring of GW&K, effective as of the Implementation Date, the management fee for the Fund was reduced from 0.73% to 0.70%. During the fiscal year ended December 31, 2019, the Fund paid the Investment Manager a fee at the annual rate of 0.73% of the Fund’s average daily net assets. For the fiscal year ended December 31, 2019, the Fund paid the Investment Manager $4,179,594 for advisory services provided to the Fund.

Under the terms of the Former Subadvisory Agreement, dated January 23, 2009, as amended, Skyline received a subadvisory fee paid by the Investment Manager at an annual rate of 0.62% of the average daily net assets of the Fund managed by the subadviser. Under the terms of the New Subadvisory Agreement, GW&K is proposed to receive a subadvisory fee paid by the Investment Manager at an annual rate of 0.425%.

The following is a comparison of the subadvisory fees paid by AMGF to Skyline during the fiscal year ended December 31, 2019 with the subadvisory fees that would have been paid if the proposed subadvisory fee to be paid to GW&K had been in effect:

		Existing Fundamental Investment Restriction of AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund and AMG Veritas Asia Pacific Fund		Existing Fundamental Investment Restriction of AMG River Road Focused Absolute Value Fund		Existing Fundamental Investment Restriction of AMG River Road Dividend All Cap Value Fund and AMG River Road Small Cap Value Fund		Existing Fundamental Investment Restriction of AMG River Road Small-Mid Cap Value Fund		Proposed Fundamental Investment Restriction
Borrowing		The Fund may not borrow money, except (i) in amounts not to exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed) taken at market value from banks or through reverse		The Fund may not borrow money, except that the Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets at the time of such borrowing.						The Fund may borrow money to the extent permitted by the Investment Company Act of 1940, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or by regulatory guidance or

The hiring of GW&K and the approval of the New Subadvisory Agreement will not increase the management fee paid by Fund shareholders. The fees paid to GW&K under the New Subadvisory Agreement are not paid by the Fund but are paid by the Investment Manager out of the management fees the Investment Manager receives from the Fund. Shareholders will not experience an increase in expenses as a result of the change in subadvisory fee paid to GW&K as there will be no increase in the total expense ratio for the Fund.32

Comparison with Terms of the Former Subadvisory Agreement

Among the differences between the Former Subadvisory Agreement and the New Subadvisory Agreement are the following:33

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The Board, including a majority of the Independent Trustees, last approved the continuation of the Former Subadvisory Agreement at a meeting held on June 25, 2020. The Former Subadvisory Agreement was last submitted to a vote of its shareholders on January 23, 2009, for the purpose of approving the adoption of the Former Subadvisory Agreement.Background

In accordance with Rule 15a-4 underAs noted above, the 1940 Act Fund shareholders must approverequires registered investment companies like the New Subadvisory Agreement before May 3, 2021 in order for GW&KFunds to continue serving as subadviser toadopt fundamental investment restrictions governing certain of their investment practices. Under the Fund on an uninterrupted basis following that date.

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Description1940 Act, a “fundamental” policy of a fund cannot be changed without the vote of a “majority of the Interim Subadvisory Agreement

The termsoutstanding voting securities” of the Interim Subadvisory Agreement are not materially different from the terms of the Former Subadvisory Agreement, with certain exceptions. The differences between the terms of the Interim Subadvisory Agreement and those of the Former Subadvisory Agreement are identical to the differences between the New Subadvisory Agreement and the Former Subadvisory Agreement, as described in “Description of the New Subadvisory Agreement” above, except that, unlike the New Subadvisory Agreement, the Interim Subadvisory Agreement will continue in effect until the earlier of 150 days from the Implementation Date or the date upon which the New Subadvisory Agreement is approved by afund. A majority of the outstanding voting securities of the Fund (asis defined in the 1940 Act).

Portfolio Managers

If shareholders approveAct as the New Subadvisory Agreement, it is expected that GW&K’s current portfolio management team that has managed the Fund under the Interim Subadvisory Agreement since December 4, 2020 will continue to manage the Fund’s assets.

GW&K manages the Fund using its small cap value strategy. Jeffrey O. Whitney, CFA, and Daniel L. Miller, CFA, are the portfolio managers jointly and primarily responsible for the day-to-day managementlesser of (a) 67% or more of the Fund’s portfolio, and have managedvoting securities present at a meeting if the Fund since December 4, 2020. Mr. Whitney joined GW&K in 2005 and is a Partner and Equity Portfolio Manager. He is a memberholders of more than 50% of the GW&K Equity team analyzing small cap companies and is also a memberoutstanding voting securities are present or represented by proxy, or (b) more than 50% of the firm’s Investment Committee. Prior to joining GW&K, Mr. Whitney was an Assistant Portfolio Manager at ING Investment Managementoutstanding voting securities.

The differences between the current and a Vice President and Equity Analyst at J.P. Morgan Fleming Asset Management. Mr. Miller joined GW&K in December 2008 as Partner and Director of Equities, responsible for overseeing all aspects of GW&K’s equity group, including portfolio management, research and trading. He is a member of GW&K’s Investment Committee. Mr. Miller spent 21 years at Putnam Investments, where he was Chief Investment Officer for the Specialty Growth Group from 1996 to 2004. After retiring from Putnam Investments in 2004, Mr. Miller worked as anproposed fundamental investment consultant and financial consultant for various companies from 2004 to 2008, until he joined GW&K.

Information Regarding Similar Funds

GW&K does not currently act as investment adviser or subadviser with respect to any other investment company registered under the 1940 Act with similar investment objectives and strategies to thoserestrictions of the Fund.

Board of Trustees Recommendation

At a telephonic meeting held on December 3, 2020,¹Proposal 2 Funds are discussed below. The Investment Manager believes that the Board,fundamental investment restrictions as proposed to be amended preserve important investor protections while providing increased flexibility to respond to changing markets, new investment opportunities and separately a majority of the Independent Trustees, unanimously voted to approve the Interim Subadvisory Agreement betweenfuture changes in applicable law. There may be additional risks associated with such increased flexibility, as described below. Furthermore, the Investment Manager and GW&K with respecthas indicated that, other than as described in this Joint Proxy Statement, it has no current intention to change in any significant way the Fund,Proposal 2 Funds’ investment strategies or the New Subadvisory Agreement betweenmanner in which the Investment Manager and GW&K with respect to the Fund (together with the Interim Subadvisory Agreement, the “Agreements”), and the presentation of the New 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 Agreements.

In considering the Agreements, the Trustees considered the information relating to the Fund and GW&K provided to themProposal 2 Funds are managed in connection with the meeting on December 3, 2020approval of this proposal. To the extent that the 1940 Act, or the rules and other meetingsregulations thereunder, as such statute, rules or regulations may be amended from time to time, require a Trust to seek a shareholder vote before changing a Fund’s fundamental investment restriction, the Trust will seek to obtain such shareholder vote.

Affected Funds: AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund, AMG River Road Focused Absolute Value Fund and AMG Veritas Asia Pacific Fund

The 1940 Act generally permits a fund to borrow money in amounts of up to 33 1/3% of its total assets (including the amount borrowed) from banks for any purpose. The 1940 Act requires that after any borrowing from a bank a fund shall maintain an asset coverage of at least 300% for all of the Board throughoutfund’s borrowings, and, in the last twelve months, as well as in prior years.event that such asset coverage shall at any time fall below 300%, a fund must, within three days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of all of the fund’s borrowings shall be at least 300%. In considering the Agreements, the Trustees also considered information relatingaddition to the elevenforegoing borrowings, a fund may borrow up to 5% of its total assets from banks or other fundslenders for temporary purposes (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).

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The current fundamental investment restriction of each of AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund and AMG Veritas Asia Pacific Fund with respect to borrowing is as follows:

The Fund may not borrow money, except (i) in amounts not to exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed) taken at market value from banks or through reverse repurchase agreements or forward roll transactions, (ii) up to an additional 5% of its total assets for temporary purposes, (iii) in connection with short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) the Fund may purchase securities on margin to the extent permitted by applicable law.

AMG River Road Focused Absolute Value Fund’s fundamental investment restriction with respect to borrowing is as follows:

The Fund may not borrow money, except that the Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets at the time of such borrowing.

If this sub-proposal is approved, the new fundamental investment restriction of each of AMG GW&K sub-advisesGlobal Allocation Fund, AMG GW&K High Income Fund, AMG River Road Focused Absolute Value Fund and AMG Veritas Asia Pacific Fund with respect to borrowing would read:

The Fund may borrow money to the extent permitted by the Investment Company Act of 1940, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the Securities and Exchange Commission or any successor organization or their staff under, such Act, rules or regulations.

The Trustees recommend that the Funds noted above amend their current fundamental restriction to allow each such Fund to borrow money to the extent permitted under applicable law or any applicable exemptive order or orders or other relief. The proposed amendment would have the effect of conforming the Funds’ restriction more closely to the 1940 Act statutory and regulatory requirements and restrictions, as they may exist from time to time, as modified by any applicable exemptive order or other relief, without incurring the time and expense of obtaining shareholder approval to change the restriction as those requirements change. In addition, the proposed amendment would reduce administrative burdens by simplifying and making uniform the fundamental investment restriction with respect to borrowing money across most of the other Funds in the AMG Funds Family of Funds.

To satisfy redemption requests or to cover unanticipated cash shortfalls (due to “sales fails” or other factors), eligible Funds in the AMG Funds Family of Funds have entered into a master interfund lending agreement (“Interfund Lending Agreement”) under which as of December 3, 2020, consisted of 49 funds (the “AMG Funds Complex”). Priora Fund would lend money and borrow money for temporary purposes directly to voting, the Independent

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Trustees: (a) reviewed the foregoing information; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the 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 Fund. Among other things, at this meeting and/or prior meetings, the Trustees reviewed information on portfolio management and other professional staff, information regarding GW&K’s organizational and management structure, GW&K’s compliance policies and procedures, and GW&K’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at GW&K that are expected to have portfolio management responsibility for the Fund. The Trustees noted that one proposed portfolio manager joined GW&K in 2005 and the other proposed portfolio manager joined GW&K in 2008. The Trustees further noted that one of the proposed portfolio managers serves as co-portfolio manager on other funds subadvised by GW&Kanother eligible Fund in the AMG Funds Complex. InFamily of Funds through a credit facility (each an “Interfund Loan”), subject to meeting the courseconditions of their deliberations, the Trustees evaluated, among other things: (a) the expected services to be rendered by GW&Kan SEC exemptive order granted to the Fund; (b)AMG Funds Family of Funds permitting such interfund lending. No Fund may borrow more than the qualificationslesser of the amount permitted by Section 18 of the 1940 Act, and experiencethe rules and regulations thereunder, as modified by the above mentioned and any other applicable SEC exemptive order or other relief, or the amount permitted by its fundamental investment restrictions. All Interfund Loans will consist only of uninvested cash reserves that a Fund otherwise would invest in short-term repurchase agreements or other short-term instruments either directly or through a money market fund. The current fundamental investment restriction on borrowing for each of AMG GW&K’s personnel;&K Global Allocation Fund, AMG GW&K High Income Fund and (c) GW&K’s compliance program.AMG Veritas Asia Pacific Fund limits the extent to which the Fund can participate in the Interfund Lending Agreement as a borrower. AMG River Road Focused Absolute Value Fund’s current fundamental investment restriction on borrowing does not permit the Fund to participate in the Interfund Lending Agreement as a borrower. The Trustees additionally considered GW&K’s risk management processes. The Trustees also took into accountproposed amendment to the financial condition of GW&KFunds’ fundamental investment restriction with respect to itsborrowing would have the effect of increasing the Funds’ current ability to provideborrow money and of permitting the services required underFunds to participate in the Agreements and noted that,Interfund Lending Agreement to the same extent as of September 30, 2020, GW&K managed approximately $47 billion in assets.other eligible

Performance. Because GW&K was proposing to manage the Fund with its small cap value investment strategy, the Trustees noted that they could not draw any conclusions regarding the performance of the Fund. The Trustees, however, considered the performance of GW&K with respect to its Small Cap Value Composite. The Trustees further considered the performance of the other funds

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Funds in the AMG Funds ComplexFamily of Funds. If this sub-advisedsub-proposal is approved, under current laws, as modified by GW&K.

Subadvisory Fees, Profitabilitythe above mentioned SEC exemptive order, generally a Fund would be able to borrow through an Interfund Loan on an unsecured basis if its outstanding borrowings from all sources immediately after the interfund borrowing would total 10% or less of its total assets, and Economiesif a Fund’s total outstanding borrowings immediately after the interfund borrowing would be greater than 10% of Scale. The Trustees notedits total assets, the Fund would be able to borrow through an Interfund Loan on a secured basis, provided that the Fund may not borrow through an Interfund Loan or from any other source if its total outstanding borrowings immediately after such borrowing would exceed 33 1/3% of the value of the Fund’s total assets. The Investment Manager and not the 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 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 notedBoard believe that the subadvisory fee rateability to be paid to GW&K under each Agreement was lower than the rate paid to Skyline under the Former Subadvisory Agreement.

The Board took into account management’s discussion of the proposed subadvisory fee structure, and the services GW&Kengage in interfund lending is expected to provide in performing its functions under the Agreements. The Trustees also were provided, in advance of their June 25, 2020 meeting, with the profitability of GW&K with respect to the other funds it sub-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 Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

In addition, the Trustees considered other potential benefits of the subadvisory relationship to GW&K, including, among others, the potential broadening of GW&K’s small cap value investment capabilities, as well as the indirect benefits that GW&K may receive from GW&K’s relationship with the Fund, including any so-called “fallout benefits” to GW&K, such as reputational value derived from GW&K serving as subadviser to the Fund, which bears GW&K’s name. Taking into account all of the foregoing, 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 Fund’s subadvisory fees are reasonable.

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* * * *

After consideration of the foregoing, the Trustees reached the following conclusions (in addition to the conclusions discussed above) regarding each Agreement: (a) GW&K has demonstrated that it possesses the capability and resources to perform the duties required of it under each Agreement; (b) GW&K’s Investment Strategy is appropriate for pursuing the 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 Agreement would be in the best interests of the Funds. The Investment Manager anticipates that the Funds will engage in interfund lending if this sub-proposal is approved.

Affected Funds: AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund and its shareholders. Accordingly, on December 3, 2020, the Trustees, and separately a majorityAMG Veritas Asia Pacific Fund

Under Section 18(f)(1) of the Independent1940 Act, an open-end investment company may not issue senior securities, except that it may borrow from banks, for any purpose, up to 33 1/3% of its total assets (including the amount borrowed). Generally, a “senior security” means any bond, debenture, note or similar instrument or obligation having priority over a fund’s common shares for purposes of distributions and the payment of dividends. Under the 1940 Act, a senior security does not include any promissory note or evidence of indebtedness where such loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the fund at the time the loan is made (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).

The current fundamental investment restriction of each of AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund and AMG Veritas Asia Pacific Fund with respect to issuing senior securities is as follows:

The Fund may not issue senior securities.

In addition, with respect to each Fund, the following disclosure in the SAI further clarifies the restriction. This language is not part of the fundamental investment restriction:

For purposes of [the investment restriction], issuing senior securities shall not be considered to include (without limitation): borrowing money, making loans, the issuance of shares of beneficial interest in multiple classes or series, the deferral of Trustees’ fees, the purchase or sale of derivative instruments, such as options, futures contracts, options on futures contracts, forward commitments and swaps, and entering into repurchase agreements, reverse repurchase agreements, roll transactions and short sales, in accordance with the Fund’s investment policies and applicable law.

If this sub-proposal is approved, the new fundamental investment restriction of each of AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund and AMG Veritas Asia Pacific Fund with respect to issuing senior securities would read:

The Fund may issue senior securities to the extent permitted by the Investment Company Act of 1940, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the Securities and Exchange Commission or any successor organization or their staff under, such Act, rules or regulations.

The Trustees unanimously votedrecommend that the Funds noted above amend their current fundamental restriction to approveallow each Agreement.such Fund to issue senior securities to the extent permitted under applicable law or any applicable exemptive order or orders or other relief. Due to the added flexibility provided in the proposed amendment, if the proposed amendment is adopted, then the explanatory note clarifying the existing fundamental investment restriction relating

36

to senior securities and pledging assets in the SAIs, as noted above, would be removed. The proposed amendment would have the effect of conforming the Funds’ restriction more closely to the 1940 Act statutory and regulatory requirements and restrictions, as they may exist from time to time, as modified by any applicable exemptive order or other relief, without incurring the time and expense of obtaining shareholder approval to change the restriction as those requirements change. In addition, the proposed amendment would reduce administrative burdens by simplifying and making uniform the fundamental investment restriction with respect to issuing senior securities across most of the other Funds in the AMG Funds Family of Funds.

Affected Funds: AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund

The 1940 Act generally permits a fund to borrow money in amounts of up to 33 1/3% of its total assets (including the amount borrowed) from banks for any purpose. The 1940 Act requires that after any borrowing from a bank a fund shall maintain an asset coverage of at least 300% for all of the fund’s borrowings, and, in the event that such asset coverage shall at any time fall below 300%, a fund must, within three days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of all of the fund’s borrowings shall be at least 300%. In addition to the foregoing borrowings, a fund may borrow up to 5% of its total assets from banks or other lenders for temporary purposes (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).

Under Section 18(f)(1) of the 1940 Act, an open-end investment company may not issue senior securities, except that it may borrow from banks, for any purpose, up to 33 1/3% of its total assets (including the amount borrowed). Generally, a “senior security” means any bond, debenture, note or similar instrument or obligation having priority over a fund’s common shares for purposes of distributions and the payment of dividends. Under the 1940 Act, a senior security does not include any promissory note or evidence of indebtedness where such loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the fund at the time the loan is made (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).

The current fundamental investment restrictions of each of AMG River Road Dividend All Cap Value Fund and AMG River Road Small Cap Value Fund with respect to borrowing and issuing senior securities are as follows:

The Fund may not borrow money or issue senior securities, except that the Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets at the time of such borrowing. The Funds may not mortgage, pledge or hypothecate any assets, except in connection with any such borrowing and in amounts not in excess of the lesser of the dollar amounts borrowed or 10% of the value of the total assets of the Fund at the time of its borrowing. All borrowings will be done from a bank and asset coverage of at least 300% is required. A Fund will not purchase securities when borrowings exceed 5% of that Fund’s total assets.

The Fund may not issue senior securities (as defined in the 1940 Act), except in connection with permitted borrowings as described above or as permitted by rule, regulation or order of the SEC.

The AMG River Road Small-Mid Cap Value Fund’s fundamental investment restrictions with respect to borrowing and issuing senior securities are as follows:

The Fund may not borrow money or issue senior securities, except that a Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets at the time of such borrowing.

The Fund may not issue senior securities (as defined in the 1940 Act), except in connection with permitted borrowings as described above or as permitted by rule, regulation or order of the SEC.

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If this sub-proposal is approved, the new fundamental investment restriction of each of AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund with respect to borrowing and issuing senior securities would read:

The Fund may borrow money and issue senior securities to the extent permitted by the Investment Company Act of 1940, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the Securities and Exchange Commission or any successor organization or their staff under, such Act, rules or regulations.

The Trustees recommend that the Funds noted above amend their current fundamental restrictions to allow each such Fund to borrow money and issue senior securities to the extent permitted under applicable law or any applicable exemptive order or orders or other relief. The proposed amendment would have the effect of conforming the Funds’ restrictions more closely to the 1940 Act statutory and regulatory requirements and restrictions, as they may exist from time to time, as modified by any applicable exemptive order or other relief, without incurring the time and expense of obtaining shareholder approval to change the restrictions as those requirements change. In addition, the proposed amendment would reduce administrative burdens by simplifying and making uniform the fundamental investment restriction with respect to borrowing money and issuing senior securities across most of the other Funds in the AMG Funds Family of Funds.

To satisfy redemption requests or to cover unanticipated cash shortfalls (due to “sales fails” or other factors), eligible Funds in the AMG Funds Family of Funds have entered into a master interfund lending agreement (“Interfund Lending Agreement”) under which a Fund would lend money and borrow money for temporary purposes directly to and from another eligible Fund in the AMG Funds Family of Funds through a credit facility (each an “Interfund Loan”), subject to meeting the conditions of an SEC exemptive order granted to the AMG Funds Family of Funds permitting such interfund lending. No Fund may borrow more than the lesser of the amount permitted by Section 18 of the 1940 Act, and the rules and regulations thereunder, as modified by the above mentioned and any other applicable SEC exemptive order or other relief, or the amount permitted by its fundamental investment restrictions. All Interfund Loans will consist only of uninvested cash reserves that a fund otherwise would invest in short-term repurchase agreements or other short-term instruments either directly or through a money market fund. The current fundamental investment restrictions on borrowing and issuing senior securities for each of AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund do not permit the Fund to participate in the Interfund Lending Agreement as a borrower. The proposed amendment to the Funds’ fundamental investment restriction with respect to borrowing would have the effect of increasing the Funds’ current ability to borrow money and of permitting the Funds to participate in the Interfund Lending Agreement to the same extent as other eligible Funds in the AMG Funds Family of Funds. If this sub-proposal is approved, under current laws, as modified by the above mentioned SEC exemptive order, generally a Fund would be able to borrow through an Interfund Loan on an unsecured basis if its outstanding borrowings from all sources immediately after the interfund borrowing would total 10% or less of its total assets, and if a Fund’s total outstanding borrowings immediately after the interfund borrowing would be greater than 10% of its total assets, the Fund would be able to borrow through an Interfund Loan on a secured basis, provided that the Fund may not borrow through an Interfund Loan or from any other source if its total outstanding borrowings immediately after such borrowing would exceed 33 1/3% of the value of the Fund’s total assets. The Investment Manager and the Board believe that the ability to engage in interfund lending is in the best interests of the Funds. The Investment Manager anticipates that the Funds will engage in interfund lending if this sub-proposal is approved.

Affected Funds: AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund

The 1940 Act requires a fund to state the extent to which it intends to make loans to other persons. Under the 1940 Act, a fund generally may not lend portfolio securities representing more than one-third of its total asset value (including the value of collateral received for loans of portfolio securities).

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The current fundamental investment restriction of each of AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund with respect to making loans is as follows:

The Fund may not make loans, except that this restriction shall not prohibit (a) the purchase and holding of debt instruments in accordance with the Fund’s investment objectives and policies, (b) the lending of portfolio securities, or (c) the entry into repurchase agreements with banks or broker-dealers.

If this sub-proposal is approved, the new fundamental investment restriction of each of AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund with respect to lending would read:

The Fund may lend money to the extent permitted by the Investment Company Act of 1940, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the Securities and Exchange Commission or any successor organization or their staff under, such Act, rules or regulations.

The Trustees recommend that the Funds noted above amend their current fundamental restriction to allow each such Fund to lend money to the extent permitted under applicable law or any applicable exemptive order or orders or other relief. The proposed amendment would have the effect of conforming the Funds’ restriction more closely to the 1940 Act statutory and regulatory requirements and restrictions, as they may exist from time to time, as modified by any applicable exemptive order or other relief, without incurring the time and expense of obtaining shareholder approval to change the restriction as those requirements change. In addition, the proposed amendment would reduce administrative burdens by simplifying and making uniform the fundamental investment restriction with respect to lending money across most of the other Funds in the AMG Funds Family of Funds.

As discussed in Sections 2.A and 2.C above, to satisfy redemption requests or to cover unanticipated cash shortfalls (due to “sales fails” or other factors), eligible Funds in the AMG Funds Family of Funds have entered into an Interfund Lending Agreement under which a Fund would lend money and borrow money for temporary purposes directly to and from another eligible Fund in the AMG Funds Family of Funds through a credit facility, subject to meeting the conditions of an SEC exemptive order granted to the AMG Funds Family of Funds permitting such interfund lending. No Fund may lend more than the lesser of the amount permitted by Section 18 of the 1940 Act, and the rules and regulations thereunder, as modified by the above mentioned and any other applicable SEC exemptive order or other relief, or the amount permitted by its fundamental investment restrictions. All Interfund Loans will consist only of uninvested cash reserves that the applicable Fund otherwise would invest in short-term repurchase agreements or other short-term instruments either directly or through a money market fund. The current fundamental investment restriction regarding lending for each of AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund does not permit the Fund to participate in the Interfund Lending Agreement as a lender. The proposed amendment to the Funds’ fundamental investment restriction with respect to lending would have the effect of increasing the Funds’ current ability to lend money and permitting the Funds to participate in the Interfund Lending Agreement to the same extent as other eligible Funds in the AMG Funds Family of Funds, to the extent permitted by Section 18 of the 1940 Act, and the rules and regulations thereunder, as modified by the above mentioned and any other applicable SEC exemptive order or other relief. If this sub-proposal is approved, under current laws, as modified by the above mentioned SEC exemptive order, generally a Fund would be able to lend up to 15% of its current net assets through the interfund lending credit facility, provided that the Fund’s Interfund Loans to any eligible Fund in the AMG Funds Family of Funds does not exceed 5% of the lending Fund’s net assets. Under current laws, a Fund may not lend portfolio securities representing more than 33 1/3% of its total asset value (including the value of collateral received for loans of portfolio securities). The Investment Manager and the Board believe that the ability to engage in interfund lending is in the best interests of the Funds. The Investment Manager anticipates that the Funds will engage in interfund lending if this sub-proposal is approved.

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Required Vote

Proposal 1Each of sub-proposals 2.A through 2.D must be approved by a “vote of a majority of the outstanding voting securities” of the Fund. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Fund entitled to vote onapplicable Proposal 1 present at the Meeting or represented by proxy, if more than 50% of the Fund’s outstanding voting securities are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund entitled to vote on Proposal 1. If the vote required to approve Proposal 1 is not obtained from the Fund, the New Subadvisory Agreement between the Investment Manager and GW&K will not be approved, and the Trustees will consider what other actions to take in the best interests of the Fund.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE “FOR” PROPOSAL 1.

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PROPOSAL 2: APPROVAL OF A MANAGER-OF-MANAGERS STRUCTURE FOR THE FUND THAT WOULD PERMIT THE INVESTMENT MANAGER TO ENTER INTO AND MATERIALLY AMEND SUBADVISORY AGREEMENTS WITH UNAFFILIATED AND AFFILIATED SUBADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL AND WOULD ALSO PERMIT THE FUND TO DISCLOSE FEES PAID TO SUBADVISERS ON AN AGGREGATE, RATHER THAN INDIVIDUAL, BASIS.

Under Section 15(a) of the 1940 Act, an investment adviser to a mutual fund generally cannot enter into or materially amend a subadvisory agreement without obtaining shareholder approval. For funds in the AMG Funds complex whose shareholders have approved the operation of their fund in a “manager-of-managers” structure, the AMGF Order allows the Board to enter into or materially amend subadvisory agreements without a shareholder vote if the subadviser is not affiliated with the Investment Manager; if the subadviser is an affiliate, a shareholder vote is required. To date, shareholders of the Fund have not voted on the adoption of a “manager-of-managers” structure. The Fund and the Investment Manager would like to rely on the AMGF Order and recent SEC relief that would modify the Investment Manager’s existing manager-of-managers relief and, together, would permit the Investment Manager to enter into or materially amend a subadvisory agreement with an “affiliated person” (as such term is defined in Section 2(a)(3) of the 1940 Act) of the Investment Manager or the Fund or an unaffiliated person without first obtaining shareholder approval, provided that the shareholders of the Fund had previously authorized the Investment Manager to do so and the Investment Manager complies with certain conditions. In the absence of reliance on the AMGF Order and recent SEC relief, in order to enter into or materially amend a subadvisory agreement, the Fund must obtain shareholder approval by undertaking the costly and time-consuming effort to conduct a shareholder meeting, including preparing and distributing proxy materials and soliciting votes from shareholders. The Board believes that it is in the best interests of shareholders if the Board represents their interests in approving or rejecting recommendations made by the Investment Manager regarding subadvisers. This approach will avoid the costs and delays associated with holding shareholder meetings to obtain approval for future changes. Accordingly, the Board and the Investment Manager are asking shareholders to grant authority to the Investment Manager and the Trust to enter into and materially amend investment subadvisory agreements with subadvisers regardless of whether they are affiliated persons or unaffiliated persons of AMGF or the Fund, with the approval of the Board, but without obtaining additional shareholder approval.

Exemptive Relief

On May 29, 2019, the SEC issued the Carillon Order to Carillon Tower Advisers, Inc., et al. that allows (i) the Carillon Series Trust and its investment adviser, without the approval of fund shareholders, to enter into or amend a subadvisory agreement with a subadviser (“Subadviser Voting Relief”), including any subadviser that is an affiliated person of the investment adviser or a fund (an “Affiliated Subadviser”), and (ii) the series of Carillon Series Trust to disclose the advisory fees paid to subadvisers on an aggregate, rather than individual, basis. The Carillon Order is the first exemptive order issued by the SEC extending multi-manager exemptive relief to Affiliated Subadvisers and contains several conditions, some of which are already included in the AMGF Order.

On July 9, 2019, the staff of the SEC’s Division of Investment Management issued a no-action letter to the BNY Mellon family of funds and BNY Mellon Investment Adviser, Inc. (the “BNYM No-Action Letter”) stating that the staff would not recommend enforcement action if a fund complex and adviser that previously obtained a “manager of managers” exemptive order extends that order to cover Affiliated Subadvisers without seeking an amended exemptive order from the SEC. The staff’s no-action position is conditioned on compliance with the conditions set forth in the Carillon Order. The BNYM No-Action Letter and the Carillon Order are referred to herein as the “Relief.”

Under the Relief, the Investment Manager and the Trust are subject to several conditions imposed by the SEC to ensure that the interests of the Fund’s shareholders are adequately protected. Among these conditions are that, within ninety (90) days of the hiring of a new subadviser, shareholders of the Fund will be furnished with an information statement that contains substantially the same information about the subadviser and the subadvisory agreement that the Fund would otherwise have been required to send to shareholders in a proxy statement. The prospectus for the Fund will disclose the existence, substance and effect of reliance on the Relief and that the Investment Manager has the ultimate responsibility, subject to oversight by the Board, to oversee the Fund’s subadvisers and recommend their hiring, termination, and replacement. Also, as noted above, shareholders must

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approve the Investment Manager’s and the Fund’s authority to enter into and materially amend these investment subadvisory agreements. In addition, the Carillon Order permits funds to disclose fees paid to subadvisers on an aggregate, rather than individual, basis. Subject to shareholder approval of Proposal 2 and approval by the SEC of an amendment to the AMGF Order, the Fund would be permitted to disclose fees paid to subadvisers on an aggregate, rather than individual, basis.

Board of Trustees Recommendations

The Trustees believe that approval of the “manager-of-managers” structure is in the best interest of the Fund and its shareholders in order to afford the Investment Manager the flexibility to provide investment advisory services to the Fund through one or more subadvisers, including Affiliated Subadvisers, that have particular expertise in the type of investments in which the Fund invests.

As described above, without the ability to utilize the Relief, in order for the Investment Manager and the Board to appoint a new subadviser for the Fund or materially modify a subadvisory agreement with a subadviser, the Board must call and hold a shareholder meeting of the Fund, create and distribute proxy materials and solicit votes from the Fund’s shareholders. This process is time consuming and costly. Without the delay inherent in holding shareholder meetings, the Investment Manager would be able to act more quickly to appoint a new subadviser if and when the Board and the Investment Manager believe that the appointment would benefit the Fund. The Trustees also took into account that if the Investment Manager and the Board appoint a subadviser, the Fund’s shareholders would receive an information statement containing substantially the same information about the subadviser and the subadvisory agreement that the Fund would otherwise have been required to send shareholders in a proxy statement. The Investment Manager and the Board will continue to be subject to their fiduciary duty to act in the best interest of the Fund and it shareholders. The Trustees believe that granting the Investment Manager and the Board maximum flexibility to select subadvisers without incurring the delay or expense of obtaining further shareholder approval, is in the best interest of shareholders because it will allow the Fund to operate more efficiently and cost-effectively.

Finally, the Trustees believe that they will retain sufficient oversight of the Fund’s investment subadvisory arrangements to seek to ensure that shareholders’ interests are protected whenever the Investment Manager selects a subadviser or materially modifies an investment subadvisory agreement with a subadviser. The Board, including a majority of the Independent Trustees, will continue to evaluate and to approve all proposed investment subadvisory agreements, as well as any proposed modifications to existing subadvisory agreements. In doing so, the Trustees will analyze such factors as they consider to be relevant to the approval of or proposed modifications to an investment subadvisory agreement. As with the Fund’s investment advisory agreement, the terms of each investment subadvisory agreement will include those required by applicable provisions of the 1940 Act.

Subadviser Oversight

The Investment Manager serves as investment manager to the Fund under the Management Agreement. The Management Agreement provides that the Investment Manager is specifically responsible for the following services:

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In performing the functions set forth above and supervising the Fund’s subadviser, the Investment Manager:

The Investment Manager will retain these responsibilities if Proposal 2 is approved.

Required Vote

Proposal 2 must be approved by a “vote of a majority of the outstanding voting securities” of the Fund. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Fund entitled to vote on Proposal 2 present at the Meeting or represented by proxy, if more than 50% of the Fund’s outstanding voting securities are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund entitled to vote on Proposal 2. Shareholders will vote on Proposal 2 on a Fund-by-Fund and sub-proposal-by-sub-proposal basis.

If the vote required to approve a Proposal 2sub-proposal is not obtained from thea Proposal 2 Fund, the Fund willFund’s current fundamental investment restriction would continue to be required to seek the approval of its shareholders to enter into or materially amend subadvisory agreements with unaffiliated and affiliated subadvisers.apply.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THEEACH

APPLICABLE PROPOSAL 2 FUND VOTE “FOR” PROPOSAL 2.

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OTHER BUSINESS

The Trustees do not know of any additional matters to be presented at the Meeting other than those set forth in this Joint Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy or any adjournment(s) or postponement(s) thereof.

ADDITIONAL INFORMATION

Investment Adviser and Investment Subadvisers

AMG Funds LLC, a subsidiary of AMG, serves as investment manager of the Funds and is responsible for the Funds’ overall administration. The principal business address of the Investment Manager is 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901.

The following table provides the name and principal business address of each of the Funds’ subadvisers (each, a “Subadviser”):

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Principal Underwriter

AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager, serves as the Funds’ distributor. The principal business address of the Distributor is 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901.

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Independent Registered Public Accounting Firm

In connection with the proposed election of the Trustees at the Meeting, as set forth above, the following information is required to be presented.

[[    ], located at [    ], serves as the Funds’ independent registered public accounting firm. [The Funds know of no direct or indirect financial interest of [    ] in any of the Funds.] Representatives of [    ] are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.]

The information below is provided for the two most recently completed fiscal years for each Fund.

Audit Fees

The aggregate fees billed by [    ] to the Funds for the Funds’ two most recent fiscal years for professional services rendered for audits of annual financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements (“Audit Fees”) were as follows:

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Audit-Related Fees

[There were no fees billed by [    ] to the Funds in their two most recent fiscal years for services rendered for assurance and related services that are reasonably related to the performance of the audit or review of the Funds’ financial statements, but are not reported as Audit Fees (“Audit-Related Fees”).]

[For the Funds’ two most recent fiscal years, there were no Audit-Related Fees billed by [    ] to a Fund Service Provider for engagements related directly to the operations and financial reporting of one or more Funds. A Fund Service Provider is (a) any investment adviser to the Fund (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or (b) any entity that provides ongoing services to the Fund and is controlling, controlled by or under common control with a Fund investment adviser described in (a).]

Tax Fees

The aggregate fees billed by [    ] to the Funds for the two most recent fiscal years for professional services rendered for tax compliance, tax advice, and tax planning (“Tax Fees”) were as follows:

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[For the Funds’ two most recent fiscal years, there were no Tax Fees billed by [    ] to Fund Service Providers for engagements related directly to the operations and financial reporting of one or more Funds.]

[The services for which Tax Fees were charged comprise all services performed by professional staff in [    ]’s tax division except those services related to the audit. Typically, this category would include fees for tax

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compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.]

All Other Fees

[There were no other fees billed by [    ] to the Funds for all other non-audit services (“Other Fees”) during the Funds’ two most recent fiscal years. During the same period, there were no Other Fees billed by [    ] to Fund Service Providers for engagements related directly to the operations and financial reporting of one or more Funds.]

[According to policies adopted by the Audit Committee, services provided by [    ] to the Funds must be pre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews and pre-approves various types of services that [    ] may perform for the Funds without specific approval of each engagement, subject to specified budget limitations. As contemplated by the Sarbanes-Oxley Act of 2002 and related SEC rules, the Audit Committee also pre-approves non-audit services provided by [    ] to any Fund Service Provider for any engagement that relates directly to the operations and financial reporting of the Funds. Any engagement that is not already pre-approved or that will exceed a pre-approved budget must be submitted to the Audit Committee for pre-approval. The Chairman of the Audit Committee is authorized on behalf of the Board and the Audit Committee to approve the engagement of [    ] to perform non-audit services subject to certain conditions, including notification to the Audit Committee of such pre-approval not later than the next meeting of the Audit Committee following the date of such pre-approval. Under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, pre-approval of non-audit services may be waived provided that: 1) the aggregate fees for all such services provided constitutes no more than five percent of the total amount of fees paid by the applicable Trust to its principal accountant during the fiscal year in which services are provided, 2) such services were not recognized by the Trust at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the Audit Committee of the Trust and approved prior to the completion of the audit.]

[No services included under Audit-Related Fees, Tax Fees or All Other Fees above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.]

[Less than 50% of the hours expended on [    ]’s engagement to audit the Funds’ financial statements for the most recent fiscal year were attributed to work performed by persons other than [    ]’s full-time, permanent employees.]

[The aggregate fees billed by [    ] for the fiscal years ended September 30, 2022 and September 30, 2021 for non-audit services rendered to AMG Boston Common Global Impact Fund and AMG Veritas Global Real Return Fund and Fund Service Providers were $[            ] and $[            ], respectively. For the fiscal year ended September 30, 2022, this amount reflects the amounts disclosed above under Audit-Related Fees, Tax Fees and All Other Fees, plus $[            ] in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds. For the fiscal year ended September 30, 2021, this amount reflects the amounts disclosed above under Audit-Related Fees, Tax Fees and All Other Fees, plus $[            ] in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds.]

[The aggregate fees billed by [    ] for the fiscal years ended October 31, 2022 and October 31, 2021 for non-audit services rendered to AMG Beutel Goodman Core Plus Bond Fund, AMG Beutel Goodman International Equity Fund, AMG Frontier Small Cap Growth Fund, AMG GW&K Core Bond ESG Fund, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Small/Mid Cap Growth Fund, AMG Montrusco Bolton Large Cap Growth Fund, AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, AMG River Road Small Cap Value Fund, AMG Veritas China Fund and AMG Veritas Global Focus Fund and Fund Service Providers were $[            ] and $[            ], respectively. For the fiscal year ended October 31, 2022, this amount reflects the amounts disclosed above under Audit-Related Fees, Tax Fees and All Other Fees, plus $[            ] in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds. For the fiscal year ended October 31, 2021, this amount reflects the amounts disclosed above under Audit-Related Fees, Tax Fees and All Other Fees, plus $[            ] in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds.]

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[The aggregate fees billed by [    ] for the fiscal years ended December 31, 2022 and December 31, 2021 for non-audit services rendered to AMG GW&K Enhanced Core Bond ESG Fund, AMG GW&K ESG Bond Fund, AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Small Cap Core Fund, AMG GW&K Small Cap Value Fund, AMG GW&K Small/Mid Cap Core Fund, AMG Renaissance Large Cap Growth Fund, AMG TimesSquare Emerging Markets Small Cap Fund, AMG TimesSquare Global Small Cap Fund, AMG TimesSquare International Small Cap Fund, AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare Small Cap Growth Fund, AMG Veritas Asia Pacific Fund, AMG Yacktman Focused Fund, AMG Yacktman Fund, AMG Yacktman Global Fund and AMG Yacktman Special Opportunities Fund and Fund Service Providers were $[            ] and $[            ], respectively. For the fiscal year ended December 31, 2022, this amount reflects the amounts disclosed above under Audit-Related Fees, Tax Fees and All Other Fees, plus $[            ] in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds. For the fiscal year ended December 31, 2021, this amount reflects the amounts disclosed above under Audit-Related Fees, Tax Fees and All Other Fees, plus $[            ] in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds.]

[The aggregate fees billed by [    ] for the fiscal years ended May 31, 2023 and May 31, 2022 for non-audit services rendered to AMG GW&K International Small Cap Fund and Fund Service Providers were $[            ] and $[            ], respectively. For the fiscal year ended May 31, 2023, this amount reflects the amounts disclosed above under Audit-Related Fees, Tax Fees and All Other Fees, plus $[            ] in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Fund. For the fiscal year ended May 31, 2022, this amount reflects the amounts disclosed above under Audit-Related Fees, Tax Fees and All Other Fees, plus $[            ] in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Fund.]

[The Trust’s Audit Committee has considered whether the provision of non-audit services by [    ] to the Investment Manager, and any entity controlling, controlled by, or under common control with the Investment Manager that provided ongoing services to the Funds that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Funds) was compatible with maintaining [    ]’s independence.]

Other Information

The SEC maintains an Internet websiteweb site (at http://www.sec.gov), which contains proxy materials, reports, and other information filed by the Funds.

Voting Information

AMG and its affiliates intend to vote Fund shares they own, whether as seed capital or otherwise, in favor of all of the proposals. Unless otherwise provided in client guidelines, AMG and its affiliates generally intend to vote Fund shares owned in a client account over which AMG or an affiliate has discretionary authority in favor of all of the proposals. If AMG’s (or its affiliate’s) ownership, or the ownership of a client account over which AMG (or an affiliate) has discretionary authority, represents a sizeable enough portion of a Fund’s outstanding shares, the AMG (or its affiliate’s) vote will ensure that the proposals for the Fund will be approved. Please see “Principal Holders and Management Ownership” below for information regarding persons, including AMG and its affiliates, if any, that beneficially owned or owned of record 5% or more of the outstanding shares of a class of a Fund.

Voting InformationThe adoption of any of these proposals is not contingent on the adoption of any other proposal by shareholders of a Fund.

Proxy Solicitation

The cost of preparing, printing and mailing the enclosed proxy card(s) and proxy statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone or facsimile, will be paid by the Funds. Representatives of the Investment Manager may solicit proxies by

47

telephone, letter or personally and will receive no additional compensation for these services. The TrustTrusts may also use one or more proxy solicitation firms to assist with the mailing and tabulation effort and any special personal solicitation of proxies. Banks, brokers, fiduciaries and nominees will, upon request, be reimbursed for their reasonable expenses in sending proxy material to beneficial owners of shares of the Fund.Funds.

ASTEQ Fund Solutions, LLC (the “Solicitor”) has been engaged to assist in the solicitation of proxies, at an estimated cost of approximately $150,000,$1,300,000, plus expenses.expenses, for the Trusts. As the Meeting date approaches, certain shareholders of the FundFunds may receive a telephone call from a representative of the Solicitor if their votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Trustees believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases where a telephonic proxy is solicited, the Solicitor’s representative is required to ask for each shareholder’s full name and address, or the zip code or employer identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Solicitor’s representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to the Solicitor, then the Solicitor’s representative has the responsibility to explain the process, read the proposals listed on the proxy cardcard(s) and ask for the shareholder’s instructions on the proposals. Although the Solicitor’s representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. The Solicitor will record the shareholder’s instructions and, within 72 hours, the shareholder will be sent a letter or e-mail to confirmthat confirms his or her vote and askingasks the shareholder to call the Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.

If a shareholder wishes to participate in the Meeting and does not wish to authorize the execution of a proxy by telephone, mail, facsimile or Internet,internet, the shareholder may vote at the Meeting.

If you require additional information regarding the proxy or replacement proxy cards,card(s), please call the Solicitor toll freetoll-free at (866) 800-769-4414.521-4487. Any proxy given by a shareholder, whether in writing, by telephone, by facsimile or the Internet,internet, is revocable until voted at the Meeting.

Householding

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Shareholders Sharing the Same Address

TheEach Fund will mail only one copy of this proxy statementJoint Proxy Statement to a household, even if more than one personshareholder holding shares in a household ismultiple accounts within a Fund shareholder of record,if the shareholder’s name and address are exactly the same across such accounts, unless the Fund has received contrary instructions from one or more of the shareholders.shareholder. If you need additional copies of this proxy statementJoint Proxy Statement and you are a holder of record of your shares, please call the FundFunds at 1-800-548-4539. If your shares are held in broker street name, please contact your financial service firm to obtain additional copies of this proxy statement.Joint Proxy Statement. If in the future you do not want the mailing of proxy statements to be combined with those of other members of your household,for the accounts described above, or if you have received multiple copies of this proxy statementJoint Proxy Statement and want future mailings to be combined with those of other members of your household, please contact the FundFunds in writing at AMG Funds, 600 Steamboat Road, Greenwich,680 Washington Boulevard, Suite 500, Stamford, Connecticut 06830,06901, or by telephone at 1-800-548-4539, or contact your financial service firm. The Fund undertakesFunds undertake to deliver promptly upon written or oral request a separate copy of the proxy statementJoint Proxy Statement to a security holder at a shared address to which a single copy of the document was delivered.