[                    ]August 28, 2023

AMG FUNDS

AMG FUNDS I

AMG FUNDS II

AMG FUNDS III

AMG FUNDS IV

Dear Shareholder:

I am writing to you about important proposals relating to AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (each, a “Trust” and collectively, the “Trusts”) and each of its series (each, a “Fund” and collectively, the “Funds”). This joint proxy statement asks you to consider and vote on the following proposals:

A combined special meeting of shareholders (the “Meeting”) of the Funds has been scheduled for October 10, 2023 to vote on these matters. If you are a shareholder of record of any of the Funds as of the close of business on August 22, 2023, you are entitled to vote at the Meeting and any adjournment(s) or postponement(s) of all or any portion of the Meeting, even if you no longer own your shares.

Pursuant to these materials, you are being asked to vote on certain proposals, as noted above. For the reasons discussed in the enclosed materials, the Boards of Trustees of the Trusts recommend that you vote “FOR” all proposals.

You can vote in one of four ways:

We encourage you to vote over the Internet or by telephone using the voting control number that appears on your proxy card(s).

Please take the time to carefully consider and vote on these important proposals. Please also read the enclosed information carefully before voting. If you have questions, please call EQ Fund Solutions, LLC, the Funds’ proxy solicitor, toll-free at (866) 521-4487.

Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Trust(s) or the Fund(s) prior to the Meeting, or by voting in person at the Meeting.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD(S) IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE ALONG WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS.

QUESTIONS AND ANSWERS

The following “Questions and Answers” section is a summary and is not intended to be as detailed as the discussion found in the proxy materials. For this reason, the information is qualified in its entirety by reference to the enclosed joint proxy statement to shareholders (“Joint Proxy Statement”).

The Funds in AMG Funds are: AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced SMA Shares, 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 Yacktman Focused Fund, AMG Yacktman Fund, AMG Yacktman Global Fund and AMG Yacktman Special Opportunities Fund.

The Fund in AMG Funds I are: AMG Boston Common Global Impact Fund, AMG Frontier Small Cap Growth Fund, AMG GW&K Core Bond ESG Fund, AMG River Road Large Cap Value Select Fund, AMG Veritas China Fund, AMG Veritas Global Focus Fund and AMG Veritas Global Real Return Fund.

The Funds in AMG Funds II are: AMG GW&K Enhanced Core Bond ESG Fund and AMG GW&K Global Allocation Fund.

The Funds in AMG Funds III are: AMG GW&K ESG Bond Fund, AMG GW&K High Income Fund, AMG GW&K International Small Cap Fund and AMG Veritas Asia Pacific Fund.

The Funds in AMG Funds IV are: AMG Beutel Goodman Core Plus Bond Fund, AMG Beutel Goodman International Equity Fund, AMG GW&K Small/Mid Cap Growth Fund, AMG Montrusco Bolton Large Cap Growth Fund, AMG River Road Mid Cap Value 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 Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund.

Each of the proposals is described below.

Proposal 1: Election of Trustees

Affected Funds: All Funds

Proposal 1 relates to the election of trustees (each, a “Nominee”) to the Board. 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

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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 is proposing that shareholders vote on the election or reelection of seven out of the eight trustees. You are being asked to elect five incumbent Trustees and two new nominees to the Board. The incumbent Trustee nominees are Kurt A. Keilhacker, Steven J. Paggioli, Eric Rakowski, Victoria L. Sassine, and Garret W. Weston. The new nominees are Jill R. Cuniff and Peter W. MacEwen. 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 of the Trusts until his retirement date. For the reasons discussed in the Joint Proxy Statement, the Board recommends that you vote “FOR” Proposal 1. Shareholders of the Funds have the option of voting on the election of each Nominee separately.

Proposal 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”):

Proposal 2 relates to the proposed amendment of certain fundamental investment restrictions of each Proposal 2 Fund. 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 rules 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 such increased flexibility, as described in Proposal 2. 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 other Funds in the AMG Funds Family of Funds. Furthermore, the Investment Manager has indicated that, other than as described in the Joint Proxy Statement, it has no current intention to change in any significant way the Proposal 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 in the Joint Proxy Statement, the Board recommends that you vote “FOR” Proposal 2. Shareholders of each Proposal 2 Fund have the option of voting on the amendment of each fundamental investment restriction of such Fund separately.

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Only shares of the Proposal 2 Funds will vote on Proposal 2 and will vote separately by Fund on each of the applicable sub-proposals in Proposal 2 (amendment of certain fundamental investment restrictions). An unfavorable vote on any sub-proposal in Proposal 2 by the shareholders of one Fund will not affect the implementation of any other sub-proposal by such Fund if such sub-proposal is approved by shareholders of such Fund nor will it affect the implementation of a comparable sub-proposal by another Fund if such sub-proposal is approved by shareholders of such other Fund.

With respect to Proposal 2, shareholders of each Proposal 2 Fund will vote separately on a sub-proposal-by-sub-proposal basis and each sub-proposal 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 the proposal 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 the proposal.

If shareholders of a Proposal 2 Fund do not approve a Proposal 2 sub-proposal, the applicable Fund will continue to be managed with its corresponding current fundamental investment restriction.

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Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Fund(s) prior to the Meeting, or by voting at the Meeting.

PROMPT VOTING IS REQUESTED.

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AMG FUNDS

AMG FUNDS I

AMG FUNDS II

AMG FUNDS III

AMG FUNDS IV

NOTICE OF COMBINED SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 10, 2023

Notice is hereby given that a combined special meeting of shareholders (the “Meeting”) will be held at the offices of AMG Funds LLC (the “Investment Manager”), 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901 on October 10, 2023 at 3:00 p.m. Eastern Time. The Meeting is a combined special meeting of shareholders of AMG Funds and each of its series, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced SMA Shares, 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 Yacktman Focused Fund, AMG Yacktman Fund, AMG Yacktman Global Fund and AMG Yacktman Special Opportunities Fund; AMG Funds I and each of its series, AMG Boston Common Global Impact Fund, AMG Frontier Small Cap Growth Fund, AMG GW&K Core Bond ESG Fund, AMG River Road Large Cap Value Select Fund, AMG Veritas China Fund, AMG Veritas Global Focus Fund and AMG Veritas Global Real Return Fund; AMG Funds II and each of its series, AMG GW&K Enhanced Core Bond ESG Fund and AMG GW&K Global Allocation Fund; AMG Funds III and each of its series, AMG GW&K ESG Bond Fund, AMG GW&K High Income Fund, AMG GW&K International Small Cap Fund and AMG Veritas Asia Pacific Fund; and AMG Funds IV and each of its series, AMG Beutel Goodman Core Plus Bond Fund, AMG Beutel Goodman International Equity Fund, AMG GW&K Small/Mid Cap Growth Fund, AMG Montrusco Bolton Large Cap Growth Fund, AMG River Road Mid Cap Value 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 Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund. AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV are each referred to as a “Trust” and collectively as the “Trusts” herein, and the series of the Trusts are each referred to as a “Fund” and collectively as the “Funds” herein.

At the Meeting, shareholders of the Funds will be asked to vote on the following proposals with respect to each Fund in which they own shares:

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After careful consideration, the Boards of Trustees of the Trusts (collectively, the “Board” or the “Trustees”) unanimously recommends that shareholders vote “FOR” each proposal.

Shareholders of record at the close of business on August 22, 2023 are entitled to notice of, and to vote at, the Meeting and any adjournment(s) or postponement(s) of all or any portion of the Meeting, even if such shareholders no longer own shares.

We call your attention to the accompanying joint proxy statement. The Funds request that you complete, date, and sign the enclosed proxy card(s) and return it/them promptly in the envelope provided for that purpose. Each proxy card also provides instructions for voting by telephone or over the Internet if you wish to take advantage of these voting options. Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Trust(s)/Fund(s) prior to the Meeting, or by voting at the Meeting. Please call EQ Fund Solutions, LLC, the Funds’ proxy solicitor, toll-free at (866) 521-4487 if you have any questions relating to attending the Meeting or your vote instructions.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE MEETING TO BE HELD ON OCTOBER 10, 2023

This Joint Proxy Statement and the accompanying Notice of Combined Special Meeting of Shareholders are available at the website listed on your proxy card(s). In addition, shareholders can find important information about AMG GW&K International Small Cap Fund in such Fund’s annual report, dated May 31, 2023, including financial reports for the fiscal year ended May 31, 2023. Shareholders can find important information about each of AMG Boston Common Global Impact Fund and AMG Veritas Global Real Return Fund in such Fund’s annual report, dated September 30, 2022, including financial reports for the fiscal year ended September 30, 2022, and in such Fund’s semi-annual report, dated March 31, 2023. Shareholders can find important information about each of 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 in such Fund’s annual report, dated October 31, 2022, including financial reports for the fiscal year ended October 31, 2022, and in such Fund’s semi-annual report, dated April 30, 2023. Shareholders can find important information about each of 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 in such Fund’s annual report, dated December 31, 2022, including financial reports for the fiscal year ended December 31, 2022. Shareholders will be able to find important information about AMG GW&K Municipal Enhanced SMA Shares in such Fund’s semi-annual report for the period ending June 30, 2023. You may obtain copies of these reports without charge, upon request, by writing to AMG Funds LLC, 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901, or by calling 1-800-548-4539, or on the Funds’ website atwww.amgfunds.com.

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. IF YOU DO NOT EXPECT TO PERSONALLY ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD(S) IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE RETURNED PROMPTLY.

FOR YOUR CONVENIENCE, YOU MAY ALSO VOTE BY TELEPHONE OR OVER THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD(S). IF YOU VOTE BY TELEPHONE OR OVER THE INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD(S) UNLESS YOU ELECT TO CHANGE YOUR VOTE.

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TABLE OF CONTENTS

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APPENDICES

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AMG FUNDS

AMG FUNDS I

AMG FUNDS II

AMG FUNDS III

AMG FUNDS IV

JOINT PROXY STATEMENT

COMBINED SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 10, 2023

This joint proxy statement (“Joint Proxy Statement”) and enclosed notice and proxy card(s) are being furnished in connection with the solicitation of proxies by the Boards of Trustees (collectively, the “Board” or the “Trustees”) of AMG Funds and its series, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced SMA Shares, 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 Yacktman Focused Fund, AMG Yacktman Fund, AMG Yacktman Global Fund and AMG Yacktman Special Opportunities Fund; AMG Funds I and its series, AMG Boston Common Global Impact Fund, AMG Frontier Small Cap Growth Fund, AMG GW&K Core Bond ESG Fund, AMG River Road Large Cap Value Select Fund, AMG Veritas China Fund, AMG Veritas Global Focus Fund and AMG Veritas Global Real Return Fund; AMG Funds II and its series, AMG GW&K Enhanced Core Bond ESG Fund and AMG GW&K Global Allocation Fund; AMG Funds III and its series, AMG GW&K ESG Bond Fund, AMG GW&K High Income Fund, AMG GW&K International Small Cap Fund and AMG Veritas Asia Pacific Fund; and AMG Funds IV and its series, AMG Beutel Goodman Core Plus Bond Fund, AMG Beutel Goodman International Equity Fund, AMG GW&K Small/Mid Cap Growth Fund, AMG Montrusco Bolton Large Cap Growth Fund, AMG River Road Mid Cap Value 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 Small-Mid Cap Value Fund and AMG River Road Small Cap Value Fund. AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV are each referred to as a “Trust” and collectively as the “Trusts” herein, and the series of the Trusts are each referred to as a “Fund” and collectively as the “Funds” herein. The proxies are being solicited for use at a combined special meeting of shareholders to be held at the offices of AMG Funds LLC (the “Investment Manager”), 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901 on October 10, 2023 at 3:00 p.m. Eastern Time, and at any and all adjournments or postponements of all or any portion thereof (the “Meeting”).

The Board has called the Meeting and is soliciting proxies from shareholders of the Funds for the purposes listed below:

This Joint Proxy Statement and the accompanying notice and the proxy card(s) are being first mailed to shareholders on or about 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 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 EQ Fund Solutions, LLC, the Funds’ proxy solicitor, toll-free at (866) 521-4487.

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OVERVIEW OF THE PROPOSALS

Introduction

AMG Funds is comprised of eighteen mutual funds, AMG 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. Each 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 680 Washington Boulevard, Suite 500, Stamford, Connecticut 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 Funds and is responsible for the Funds’ overall administration and operations.

AMG Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of the Investment Manager, located at 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901, serves as the Funds’ distributor.

The principal executive offices of each Trust are located at 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901.

Proposal 1: Election of Trustees

Affected Funds: All Funds

The first proposal relates to the election of trustees (each, a “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 AMG Funds IV (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 is proposing that shareholders vote on the election or reelection of seven out of the eight trustees. You are being asked to elect five incumbent Trustees and two new nominees to the Board. The incumbent Trustee nominees are Kurt A. Keilhacker, Steven J. Paggioli, Eric Rakowski, Victoria L. Sassine, and Garret W. Weston. The new nominees are Jill R. Cuniff and Peter W. MacEwen. 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 of the 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.

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Proposal 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 second proposal relates to the proposed 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 rules 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 such increased flexibility, as described in Proposal 2. 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 other Funds in the AMG Funds Family of Funds. Furthermore, the Investment Manager has indicated that, other than as described in the Joint Proxy Statement, it has no current intention to change in any significant way the Proposal 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 recommends that you vote “FOR” Proposal 2.

As to sub-proposals 2.A through 2.D, the shareholders of each applicable Proposal 2 Fund will vote separately on a Fund-by-Fund and 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 a change to a fundamental investment restriction, the Fund’s current corresponding fundamental investment restriction would continue to apply.

Voting Procedures

Shareholders of the Funds 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 any 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. With respect to each of AMG Funds, AMG Funds II and AMG Funds III, the holders of 30% 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 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.

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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. Because the affirmative “vote of a majority of the outstanding voting securities” of a Fund is required to approve Proposal 2, abstentions and broker non-votes will have the effect of a vote against 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, be adjourned from time to time with respect to one or more proposals 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; 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 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; 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 each Fund as of the Record Date is provided in Appendix A, representing the same number of votes for each of the Funds. The persons who are known to have owned beneficially or of record 5% or more of any Fund’s outstanding shares as of the Record Date are listed in Appendix B.

The person(s) named as proxies on the enclosed proxy card(s) will vote in accordance with your directions, if your proxy card(s) is/are received properly executed or if you vote appropriately by phone or over the Internet. If we receive your proxy card(s), and it/they is/are executed properly, but you give no voting instructions with respect to any proposal on which you are entitled to vote, your shares will be voted in accordance with management’s 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 By-Laws of each of AMG Funds II, AMG Funds III and AMG Funds IV, a proxy with respect to shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them.

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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(s). IF YOU VOTE BY TELEPHONE OR OVER THE INTERNET, PLEASE DO NOT RETURN YOUR PROXY 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 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. Please see “Additional Information” below for more information regarding solicitation of proxies. 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.

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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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permitted 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, to which the Board has delegated certain authority and oversight responsibilities.

The 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 is devoted to an executive session of the Independent Trustees, the Independent Trustees’ separate, independent legal counsel, and the Funds’ 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 senior personnel of the Investment Manager regarding the Investment Manager’s general business operations.

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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 and meetings held by all Committees on which he or she served.

The following table lists the current Trustees and Nominees, their names and ages, the positions held with the Trusts and length of time 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 experience, 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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1911

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The summaries in the tables above relating to the experience, qualifications, attributes and skills of the Nominees are furnished in response to requirements imposed by the Securities and Exchange Commission (the “SEC”

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“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 annual 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 by 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, as of [                    ].July 31, 2023. The dollar range for the securities represented in the table was determined using the net asset value of a share of each Fund as of the close of business on [                    ].July 31, 2023.

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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 in the Investment Manager or the Distributor, or any person controlling, controlled by or under common control with such persons, excluding the funds in the AMG Funds Family of Funds, 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 parent company, which he sold on August 11, 2023. As of August 12, 2023, Mr. MacEwen no longer holds any shares of AMG.

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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

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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.

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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 retainer of $31,250 per calendar quarter, payable by the Funds.

Committees and Meetings of the Board

The Board has an Audit Committee and a 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 directed to address 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.

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In evaluating a candidate for a position on the Board, including any candidate recommended by shareholders of a Fund, the Governance Committee shall consider the following: (i) the candidate’s knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the candidate as a director or senior officer of other public companies; (iii) the candidate’s educational background, reputation for high ethical standards and professional integrity; (iv) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies and qualifications; (v) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vi) the candidate’s ability to qualify as an Independent Trustee for purposes of the 1940 Act if it is intended that the candidate serve as an 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 Governance 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 specific policy on diversity or a particular definition of diversity, 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 existing Independent Trustees’ attributes.

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

Shareholder Communications.

The Board provides a process by which shareholders may send communications to the Board. Shareholders may mail written communications to the attention of the Board, or specified individual Trustees, 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901. All shareholder communications are reviewed by the Trusts’ 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 person or by proxy with respect to such proposal. This means that the Nominees 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 elected to the Board. 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 the meeting in person or by proxy. Please see the section entitled “Overview of the Proposals – Voting Procedures” on page 4 for the quorum requirements for each Trust.

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Board recommendation on Proposal 1

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

As described in the following sub-proposals, the Trustees recommend that the shareholders of the Proposal 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 restrictions as described below. The proposed changes are intended to update and standardize certain of the Proposal 2 Funds’ fundamental investment restrictions, while continuing to fully satisfy the requirements of the 1940 Act, and the rules and regulations thereunder. The proposed 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 other Funds in the AMG Funds Family of Funds. Furthermore, the Investment Manager has indicated that, other than as described in this Joint Proxy Statement, it has no present intention to change in any significant way the Proposal 2 Funds’ investment strategies or the manner in which the Proposal 2 Funds are managed in connection with the approval of these sub-proposals. Each Proposal 2 Fund has additional fundamental investment restrictions that are not intended to be changed in connection with, and are beyond the scope of, this Joint Proxy Statement.

As to sub-proposals 2.A through 2.D, the shareholders of 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 “fundamental.” The following charts set forth the existing and proposed fundamental investment restrictions of the Proposal 2 Funds with respect to borrowing, issuing senior securities and lending.

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Background

As noted above, the 1940 Act requires registered investment companies like the Funds to adopt fundamental investment restrictions governing certain of their investment practices. Under the 1940 Act, a “fundamental” policy of a fund cannot be changed without the vote of a “majority of the outstanding voting securities” of the fund. A majority of the outstanding voting securities is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities.

The differences between the current and proposed fundamental investment restrictions of the Proposal 2 Funds are discussed below. The Investment Manager believes that the 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 future changes in applicable law. There may be additional risks associated with such increased flexibility, as described below. Furthermore, the Investment Manager has indicated that, other than as described in this Joint Proxy Statement, it has no current intention to change in any significant way the Proposal 2 Funds’ investment strategies or the manner in which the Proposal 2 Funds are managed in connection with the approval of this proposal. To the extent that the 1940 Act, or the rules and regulations 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 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).

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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.

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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, 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 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.lending (AMG Funds LLC, et al., Investment Company Release Nos. 28748 (May 28, 2009) (notice) and 28770 (June 23, 2009) (order)) (the “AMG Funds Interfund Lending Order”). 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 mentionedAMG Funds Interfund Lending Order 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 Global Allocation Fund, AMG GW&K High Income Fund and 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 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

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Funds in the AMG Funds Family of Funds. The Investment Manager and the Board believe that the ability to participate in the Interfund Lending Agreement to such an extent would benefit the Funds, including because Funds engaging in interfund lending are generally able to borrow at lower interest rates than those that would be payable under short-term loans by banks or custodian overdrafts. If this sub-proposal is approved, under current laws, as modified by the above mentioned SEC exemptive order,AMG Funds Interfund Lending 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.each Fund. The Investment Manager anticipates that the Funds will engage in interfund lending if this sub-proposal is approved.

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Affected Funds: AMG GW&K Global Allocation Fund, AMG GW&K High Income Fund and AMG Veritas Asia Pacific Fund

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 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 recommend that the Funds noted above amend their current fundamental restriction to allow each 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

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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. The Investment Manager has indicated that it has no current intention to change the investment strategy of any of the applicable Funds in connection with this change in fundamental investment restriction.

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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 (“an Interfund Lending Agreement”)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.Interfund Lending Order. 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 mentionedAMG Funds Interfund Lending Order 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. The Investment Manager and the Board believe that the ability to participate in the Interfund Lending Agreement to such an extent would benefit the Funds, including because Funds engaging in interfund lending are generally able to borrow at lower interest rates than those that would be payable under short-term loans by banks or custodian overdrafts. If this sub-proposal is approved, under current laws, as modified by the above mentioned SEC exemptive order,AMG Funds Interfund Lending 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.each Fund. 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

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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.Interfund Lending Order. 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 mentionedAMG Funds Interfund Lending Order 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 mentionedAMG Funds Interfund Lending Order and any other applicable SEC exemptive order or other relief. The Investment Manager and the Board believe that the ability to participate in the Interfund Lending Agreement to such an extent would benefit the Funds, including because Funds making short-term cash loans directly to other Funds may earn interest at a rate higher than they otherwise could obtain from investing their cash in repurchase agreements or purchasing shares of a money

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market fund. If this sub-proposal is approved, under current laws, as modified by the above mentioned SEC exemptive order,AMG Funds Interfund Lending 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.each Fund. The Investment Manager anticipates that the Funds will engage in interfund lending if this sub-proposal is approved.

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Required Vote

Each of sub-proposals 2.A through 2.D must be approved by a “vote of a majority of the outstanding voting securities” of the applicable Proposal 2 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 2 sub-proposal is not obtained from a Proposal 2 Fund, the Fund’s current fundamental investment restriction would continue to apply.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH

APPLICABLE PROPOSAL 2 FUND VOTE “FOR” SUB-PROPOSALS 2.A THROUGH 2.D.

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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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41

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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.

[[    ],PricewaterhouseCoopers LLP (“PwC”), located at [    ],101 Seaport Boulevard, Suite 500, Boston, Massachusetts 02210, serves as the Funds’ independent registered public accounting firm. [TheThe Funds know of no direct or indirect financial interest of [    ]PwC in any of the Funds.] Representatives of [    ]PwC 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 [    ]PwC to the Funds for the Funds’ two most recent fiscal years for professional services rendered for audits of annual financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements (“Audit Fees”) were as follows: