AS FILED ELECTRONICALLY WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 1, 2017
SECURITIES ACT FILE NO.333-217179
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMN-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
☐ | Pre-Effective Amendment No. | |||
☒ | Post-Effective Amendment No. 1 |
AMG FUNDS
(Exact Name of Registrant as Specified in Charter)
600 Steamboat Road, Suite 300
Greenwich, Connecticut 06830
(Address of Principal Executive Offices)
(800)835-3879
(Registrant’s Telephone Number, Including Area Code)
Gregory C. Davis
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111-4006
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (d) of Rule 462 under the Securities Act of 1933. No filing fee is required because an indefinite number of shares of the Registrant have previously been registered pursuant to Section 24(f) of the Investment Company Act of 1940, as amended.
Explanatory Note
This filing is being made solely for the purpose of adding to the Registration Statement of AMG Funds (the “Registrant”) on FormN-14 (FileNo. 333-217179), as filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2017, the opinion and consent of Ropes & Gray LLP regarding the tax matters and consequences to shareholders discussed in the Proxy Statement/Prospectus.
The Proxy Statement/Prospectus and Statement of Additional Information, in the forms filed on May 10, 2017 pursuant to Rule 497 under the Securities Act of 1933, as amended, are incorporated herein by reference.
FORMN-14
PART C. OTHER INFORMATION
To the Registration Statement of AMG Funds (the “Registrant” or the “Trust”)
Item 15. | Indemnification. |
Under Article VIII of the Registrant’s Amended and Restated Agreement and Declaration of Trust, the Trust shall indemnify each of its Trustees and officers, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (each such Trustee, officer or person hereinafter referred to as a “Covered Person”), against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust, and except that no Covered Person shall be indemnified against any liability to the Trust or its shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission (the “SEC”), such indemnification is against public policy as expressed in the Act, and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, an officer or a controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, Officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Each disinterested Trustee has entered into an indemnity agreement with the Adviser whereby the Adviser Indemnifies each disinterested Trustee against defense costs in connection with a civil claim which involves the Trustee by virtue of his position with the fund. The Registrant will maintain a liability insurance policy or policies under which (i) the disinterested Trustees and/or (ii) the Registrant and its Trustees and officers will be named insureds.
Reference is made to the Distribution Agreement with AMG Distributors, Inc., and any amendments thereto, incorporated herein by reference to Exhibits 7(a), 7(b), 7(c) and 7(d) and discusses the rights, responsibilities and limitations with respect to indemnity and contribution.
Item 16. | Exhibits. |
Exhibit | Description | |
1(a) | Amended and Restated Agreement and Declaration of Trust dated December 13, 2013. (xlvii) | |
1(b) | Amendment No. 1 to Amended and Restated Agreement and Declaration of Trust dated March 21, 2014. (l) | |
2 | By-Laws of the Trust. (lxiii) |
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3 | Not applicable. | |
4 | Agreement and Plan of Reorganization between AMG Funds III and AMG Funds is incorporated by reference to Appendix A to the Proxy Statement/Prospectus filed as Part A to this registration statement on FormN-14. | |
5 | (i) Articles III and V, Sections 2, 4 and 5 of Article VIII, and Sections 1, 4, 5 and 8 of Article IX of the Amended and Restated Agreement and Declaration of Trust dated December 13, 2013, incorporated by reference herein as Exhibit 1(a); and (ii) Articles 10, 11, 12 and 13 of theBy-Laws of the Trust, incorporated by reference herein as Exhibit 2. | |
6(a) | Investment Management Agreement between the Registrant and AMG Funds LLC (formerly Managers Investment Group LLC, which was formerly The Managers Funds LLC), dated as of October 19, 1999. (ii) | |
6(b) | Amendment No. 1 to the Investment Management Agreement between the Registrant and AMG Funds LLC, dated as of July 1, 2015. (lxii) | |
6(c) | Form of Amendment No. 2 to the Investment Management Agreement between the Registrant and AMG Funds LLC, dated as of October 1, 2016. (lxvii) | |
6(d) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG GW&K Small Cap Core Fund, AMG GW&K Municipal Enhanced Yield Fund and AMG GW&K Small/Mid Cap Fund (formerly AMG GW&K Small Cap Growth Fund). (lxxi) | |
6(e) | Letter Agreement to Investment Management Agreement between the Registrant and AMG Funds LLC with respect to the AMG Systematic Large Cap Value Fund (formerly Systematic Value Fund). (xxiv) | |
6(f) | Sub-Advisory Agreement between AMG Funds LLC and Systematic Financial Management, L.P. with respect to the AMG Systematic Large Cap Value Fund. (vii) | |
6(g) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to the AMG Managers Essex Small/Micro Cap Growth Fund (formerly Essex Small/Micro Cap Growth Fund, which was formerly Burridge Small Cap Growth Fund). (ix) | |
6(h) | Sub-Advisory Agreement between AMG Funds LLC and Essex Investment Management Company, LLC with respect to AMG Managers Essex Small/Micro Cap Growth Fund. (xlvi) | |
6(i) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare Small Cap Growth Fund (formerly TimesSquare Small Cap Growth Fund). (xlii) | |
6(j) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare Mid Cap Growth Fund (formerly TimesSquare Mid Cap Growth Fund). (xlii) | |
6(k) | Subadvisory Agreement between AMG Funds LLC and TimesSquare Capital Management, LLC with respect to each of AMG TimesSquare Small Cap Growth Fund and AMG TimesSquare Mid Cap Growth Fund. (xi) | |
6(l) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and TimesSquare Capital Management, LLC with respect to AMG TimesSquare Small Cap Growth Fund. (lxxi) | |
6(m) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and |
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TimesSquare Capital Management, LLC with respect to AMG TimesSquare Mid Cap Growth Fund. (lxxi) | ||
6(n) | Letter Agreement to Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG Systematic Mid Cap Value Fund (formerly Systematic Mid Cap Value Fund). (xvii) | |
6(o) | Sub-Advisory Agreement between AMG Funds LLC and Systematic Financial Management, L.P. with respect to the AMG Systematic Mid Cap Value Fund. (xvii) | |
6(p) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to the AMG Managers Skyline Special Equities Fund (formerly Skyline Special Equities Portfolio) is incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form N-14, RegistrationNo. 333-146198 (filed September 20, 2007). | |
6(q) | Sub-Advisory Agreement between AMG Funds LLC and Skyline Asset Management, L.P. with respect to the AMG Managers Skyline Special Equities Fund dated January 23, 2009. (xxvi) | |
6(r) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC relating to the AMG GW&K Small Cap Core Fund (formerly GW&K Small Cap Equity Fund) and AMG GW&K Municipal Enhanced Yield Fund (formerly GW&K Municipal Enhanced Yield Fund) is incorporated by reference to an exhibit to the Registrant’s Registration Statement on FormN-14, RegistrationNo. 333-152716 (filed August 1, 2008). | |
6(s) | Form of Subadvisory Agreement between AMG Funds LLC and GW&K Investment Management, LLC (formerly Gannett Welsh & Kotler, LLC) relating to the AMG GW&K Small Cap Core Fund and AMG GW&K Municipal Enhanced Yield Fund is incorporated by reference to an exhibit to the Registrant’s Registration Statement on FormN-14, RegistrationNo. 333-152716 (filed August 1, 2008). | |
6(t) | Form of Letter Agreement to Subadvisory Agreement between AMG Funds LLC and GW&K Investment Management, LLC with respect to AMG GW&K Small Cap Core Fund and AMG GW&K Municipal Enhanced Yield Fund. (lxxi) | |
6(u) | Form of Letter Agreement to Subadvisory Agreement between AMG Funds LLC and GW&K Investment Management, LLC with respect to AMG GW&K Small Cap Core Fund and AMG GW&K Municipal Enhanced Yield Fund. (lxxi) | |
6(v) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to the AMG GW&K Municipal Bond Fund (formerly GW&K Municipal Bond Fund) and the AMG Renaissance Large Cap Growth Fund (formerly Renaissance Large Cap Growth Fund). (xxviii) | |
6(w) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and GW&K Investment Management, LLC with respect to the AMG GW&K Municipal Bond Fund. (xxviii) | |
6(x) | Form of Subadvisory Agreement between AMG Funds LLC and The Renaissance Group LLC with respect to the AMG Renaissance Large Cap Growth Fund. (xxviii) | |
6(y) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG Trilogy Global Equity Fund (formerly Trilogy Global Equity Fund), AMG Trilogy Emerging Markets Equity Fund (formerly Trilogy Emerging Markets Equity Fund) and AMG Trilogy International Small Cap Fund (formerly Trilogy |
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Emerging Markets Equity Fund). (xxxi) | ||
6(z) | Subadvisory Agreement between AMG Funds LLC and Trilogy Global Advisors, LP with respect to AMG Trilogy Global Equity Fund, AMG Trilogy Emerging Markets Equity Fund and AMG Trilogy International Small Cap Fund. (xxxi) | |
6(aa) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and Trilogy Global Advisors, LP with respect to AMG Trilogy Global Equity Fund, AMG Trilogy Emerging Markets Equity Fund and AMG Trilogy International Small Cap Fund. (lxxi) | |
6(bb) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG Yacktman Focused Fund (formerly Yacktman Focused Fund) and AMG Yacktman Fund (formerly Yacktman Fund). (xxxvi) | |
6(cc) | Form of Subadvisory Agreement between AMG Funds LLC and Yacktman Asset Management LP with respect to AMG Yacktman Focused Fund and AMG Yacktman Fund. (xxxvi) | |
6(dd) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare International Small Cap Fund (formerly TimesSquare International Small Cap Fund). (xlii) | |
6(ee) | Subadvisory Agreement between AMG Funds LLC and TimesSquare Capital Management, LLC with respect to AMG TimesSquare International Small Cap Fund. (xlii) | |
6(ff) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and TimesSquare Capital Management, LLC with respect to AMG TimesSquare International Small Cap Fund. (lxxi) | |
6(gg) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG SouthernSun Small Cap Fund and AMG SouthernSun U.S. Equity Fund. (xlvii) | |
6(hh) | Form of Subadvisory Agreement between AMG Funds LLC and SouthernSun Asset Management, LLC with respect to AMG SouthernSun Small Cap Fund and AMG SouthernSun U.S. Equity Fund. (xlvii) | |
6(ii) | Form of Letter Agreement to Subadvisory Agreement between AMG Funds LLC and SouthernSun Asset Management, LLC with respect to AMG SouthernSun Small Cap Fund and AMG SouthernSun U.S. Equity Fund. (lxix) | |
6(jj) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG Renaissance International Equity Fund. (li) | |
6(kk) | Subadvisory Agreement between AMG Funds LLC and The Renaissance Group LLC with respect to AMG Renaissance International Equity Fund. (li) | |
6(ll) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG Yacktman Special Opportunities Fund. (liii) | |
6(mm) | Subadvisory Agreement between AMG Funds LLC and Yacktman Asset Management LP with respect to AMG Yacktman Special Opportunities Fund. (liii) | |
6(nn) | Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG Chicago Equity Partners Small Cap Value Fund. (lvi) |
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6(oo) | Subadvisory Agreement between AMG Funds LLC and Chicago Equity Partners, LLC with respect to AMG Chicago Equity Partners Small Cap Value Fund. (lvi) | |
6(pp) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG Trilogy Emerging Wealth Equity Fund. (lviii) | |
6(qq) | Form of Subadvisory Agreement between AMG Funds LLC and Trilogy Global Advisors, LP with respect to AMG Trilogy Emerging Wealth Equity Fund. (lviii) | |
6(rr) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and Trilogy Global Advisors, LP with respect to AMG Trilogy Emerging Wealth Equity Fund. (lxxi) | |
6(ss) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG GW&K Small/Mid Cap Fund. (lxi) | |
6(tt) | Form of Subadvisory Agreement between AMG Funds LLC and GW&K Investment Management, LLC with respect to AMG GW&K Small/Mid Cap Fund. (lxi) | |
6(uu) | Form of Letter Agreement to Subadvisory Agreement between AMG Funds LLC and GW&K Investment Management, LLC with respect to AMG GW&K Small/Mid Cap Fund. (lxxi) | |
6(vv) | Form of Letter Agreement to Subadvisory Agreement between AMG Funds LLC and GW&K Investment Management, LLC with respect to AMG GW&K Small/Mid Cap Fund. (lxxi) | |
6(ww) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG SouthernSun Global Opportunities Fund. (lxvi) | |
6(xx) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and SouthernSun Asset Management, LLC with respect to AMG SouthernSun Global Opportunities Fund. (lxvi) | |
6(yy) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare Emerging Markets Small Cap Fund. (lxviii) | |
6(zz) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and TimesSquare Capital Management, LLC with respect to AMG TimesSquare Emerging Markets Small Cap Fund. (lxviii) | |
6(aaa) | Form of Letter Agreement to the Investment Management Agreement between the Registrant and AMG Funds LLC with respect to AMG Yacktman Focused Fund – Security Selection Only. (lxx) | |
6(bbb) | Form of Letter Agreement to the Subadvisory Agreement between AMG Funds LLC and Yacktman Asset Management LP with respect to AMG Yacktman Focused Fund – Security Selection Only. (lxx) | |
7(a) | Amended and Restated Distribution Agreement between AMG Distributors, Inc. and the Registrant, on behalf of each of its series, dated September 17, 2015. (lxii) | |
7(b) | Form of Letter Agreement to the Amended and Restated Distribution Agreement between AMG Distributors, Inc. and the Registrant with respect to AMG SouthernSun Global Opportunities Fund. (lxvi) | |
7(c) | Form of Letter Agreement to the Amended and Restated Distribution Agreement between |
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AMG Distributors, Inc. and the Registrant with respect to AMG TimesSquare Emerging Markets Small Cap Fund. (lxviii) | ||
7(d) | Form of Letter Agreement to the Amended and Restated Distribution Agreement between AMG Distributors, Inc. and the Registrant with respect to AMG Yacktman Focused Fund – Security Selection Only. (lxx) | |
8 | Not applicable. | |
9(a) | Custody Agreement between the Registrant and The Bank of New York Mellon. (lxvii) | |
9(b) | Foreign Custody Manager Agreement between the Registrant, on behalf of each of its series, and The Bank of New York. (xxxii) | |
9(c) | Interim Custody Agreement between the Registrant and U.S. Bank, N.A. with respect to AMG Yacktman Focused Fund and AMG Yacktman Fund. (xxxviii) | |
10(a) | Amended and Restated Plan of Distribution Pursuant to Rule12b-1 for Class N and Class C shares. (lxxi) | |
10(b) | Amended and Restated Multiple Class Expense Allocation Plan adopted pursuant to Rule18f-3 with respect to AMG Systematic Large Cap Value Fund, AMG Managers Essex Small/Micro Cap Growth Fund, AMG Systematic Mid Cap Value Fund, AMG GW&K Small Cap Core Fund, AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Municipal Bond Fund, AMG Renaissance Large Cap Growth Fund, AMG Trilogy Global Equity Fund, AMG Trilogy Emerging Markets Equity Fund, AMG Trilogy International Small Cap Fund, AMG Yacktman Focused Fund, AMG Yacktman Fund, AMG Yacktman Special Opportunities Fund, AMG TimesSquare Emerging Markets Small Cap Fund, AMG TimesSquare Small Cap Growth Fund, AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare International Small Cap Fund, AMG SouthernSun Global Opportunities Fund, AMG SouthernSun Small Cap Fund, AMG SouthernSun U.S. Equity Fund, AMG GW&K Small/Mid Cap Fund, AMG Renaissance International Equity Fund, AMG Chicago Equity Partners Small Cap Value Fund, AMG Trilogy Emerging Wealth Equity Fund and AMG Yacktman Focused Fund – Security Selection Only. (lxxi) | |
11 | Opinion and Consent of Ropes & Gray LLP as to the legality of the securities being registered with respect to AMG Renaissance Large Cap Growth Fund. (lxxii) | |
12 | Opinion and Consent of Ropes & Gray LLP with respect to tax matters. (filed herewith) | |
13(a) | Form of Amended and Restated Administration Agreement between the Registrant and AMG Funds LLC, dated October 1, 2016. (lxvii) | |
13(b) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare Mid Cap Growth Fund. (lxxi) | |
13(c) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare Small Cap Growth Fund. (lxxi) | |
13(d) | Transfer Agency and Shareholder Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc. (lxvii) | |
13(e) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Systematic Large Cap Value Fund. (lii) | |
13(f) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Systematic Mid Cap Value Fund. (lii) | |
13(g) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds |
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LLC with respect to AMG Managers Essex Small/Micro Cap Growth Fund. (liv) | ||
13(h) | Expense Limitation Agreement between the Registrant and AMG Funds LLC with respect to AMG Managers Skyline Special Equities Fund. (lix) | |
13(i) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to the AMG GW&K Small Cap Core Fund. (lxxi) | |
13(j) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to the AMG GW&K Municipal Enhanced Yield Fund. (lxxi) | |
13(k) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to the AMG GW&K Municipal Bond Fund. (lix) | |
13(l) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to the AMG Renaissance Large Cap Growth Fund. (lix) | |
13(m) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Trilogy Global Equity Fund. (lvii) | |
13(n) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Trilogy Emerging Markets Equity Fund. (lvii) | |
13(o) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Trilogy International Small Cap Fund. (lvii) | |
13(p) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to Service Class shares of AMG Yacktman Focused Fund. (lix) | |
13(q) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to Service Class shares of AMG Yacktman Fund. (lix) | |
13(r) | Interim Fund Accounting Agreement between the Registrant and U.S. Bancorp Fund Services, LLC with respect to AMG Yacktman Focused Fund and AMG Yacktman Fund. (xxxviii) | |
13(s) | Interim Transfer Agency Services Agreement between the Registrant and U.S. Bancorp Fund Services, LLC with respect to AMG Yacktman Focused Fund and AMG Yacktman Fund. (xxxviii) | |
13(t) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare International Small Cap Fund. (lix) | |
13(u) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG SouthernSun Small Cap Fund. (xlvii) | |
13(v) | i. Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG SouthernSun U.S. Equity Fund. (xlvii) | |
ii. Recoupment Agreement between the Registrant and SouthernSun Asset Management, LLC with respect to AMG SouthernSun U.S. Equity Fund. (xlix) | ||
13(w) | Interim Fund Services Agreement between the Registrant and Gemini Fund Services, LLC with respect to AMG SouthernSun Small Cap Fund and AMG SouthernSun U.S. Equity Fund. (xlix) | |
13(x) | Interim Transfer Agency Services Agreement between the Registrant and Gemini Fund |
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Services, LLC with respect to AMG SouthernSun Small Cap Fund and AMG SouthernSun U.S. Equity Fund. (xlix) | ||
13(y) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Renaissance International Equity Fund. (li) | |
13(z) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Yacktman Special Opportunities Fund. (liii) | |
13(aa) | Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Chicago Equity Partners Small Cap Value Fund. (lvi) | |
13(bb) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Trilogy Emerging Wealth Equity Fund. (lviii) | |
13(cc) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG GW&K Small/Mid Cap Fund. (lxxi) | |
13(dd) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG SouthernSun Global Opportunities Fund. (lxvi) | |
13(ee) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare Emerging Markets Small Cap Fund. (lxviii) | |
13(ff) | Form of Letter Agreement to the Amended and Restated Administration Agreement between the Registrant and AMG Funds LLC with respect to AMG TimesSquare Emerging Markets Small Cap Fund. (lxviii) | |
13(gg) | Form of Letter Agreement to the Amended and Restated Administration Agreement between the Registrant and AMG Funds LLC with respect to AMG Yacktman Focused Fund – Security Selection Only. (lxx) | |
13(hh) | Form of Expense Limitation and Recoupment Agreement between the Registrant and AMG Funds LLC with respect to AMG Yacktman Focused Fund – Security Selection Only. (lxx) | |
14 | Consent of PricewaterhouseCoopers LLP. (lxxii) | |
15 | None. | |
16 | Power of Attorney for the Trustees and Certain Officers of the Registrant. (lxxii) | |
17(a) | Annual Report of AMG Renaissance Large Cap Growth Fund, dated December 31, 2016. (lxxii) | |
17(b) | Annual Report of AMG Managers Cadence Capital Appreciation Fund, dated May 31, 2016. (lxxii) | |
17(c) | Prospectus of AMG Managers Cadence Capital Appreciation Fund, dated October 1, 2016, as revised and supplemented. (lxxii) | |
17(d) | Statement of Additional Information of AMG Managers Cadence Capital Appreciation Fund, dated October 1, 2016, as supplemented. (lxxii) |
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(i) | Filed as an exhibit to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed August 6, 1999). | |
(ii) | Filed as an exhibit toPre-Effective Amendment No. 2 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed October 21, 1999). | |
(iii) | Filed as an exhibit to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed November 14, 2000). | |
(iv) | Filed as an exhibit to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 20, 2001). | |
(v) | Filed as an exhibit to Post-Effective Amendment No. 10 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed October 5, 2001). | |
(vi) | Intentionally omitted. | |
(vii) | Filed as an exhibit to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed January 17, 2002). | |
(viii) | Filed as an exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed January 30, 2002), under the same exhibit number. | |
(ix) | Filed as an exhibit to Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-095219 (filed April 11, 2002). | |
(x) | Filed as an exhibit to Post-Effective Amendment No. 19 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed January 31, 2003). | |
(xi) | Filed as an exhibit to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 10, 2004). | |
(xii) | Filed as an exhibit to Post-Effective Amendment No. 29 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 23, 2004). | |
(xiii) | Filed as an exhibit to Post-Effective Amendment No. 32 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed March 1, 2005). | |
(xiv) | Filed as an exhibit to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 29, 2005). | |
(xv) | Filed as an exhibit to Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 28, 2006). | |
(xvi) | Filed as an exhibit to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 28, 2006). | |
(xvii) | Filed as an exhibit to Post-Effective Amendment No. 47 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 20, 2006). | |
(xviii) | Filed as an exhibit to Post-Effective Amendment No. 48 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 28, 2007). | |
(xix) | Intentionally omitted. | |
(xx) | Filed as an exhibit to Post Effective Amendment No. 52 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed September 28, 2007). | |
(xxi) | Filed as an exhibit to Post Effective Amendment No. 54 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 21, 2007). |
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(xxii) | Filed as an exhibit to Post Effective Amendment No. 55 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 29, 2008). | |
(xxiii) | Filed as an exhibit to Post Effective Amendment No. 56 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 27, 2008). | |
(xxiv) | Filed as an exhibit to Post Effective Amendment No. 58 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed September 26, 2008). | |
(xxv) | Filed as an exhibit to Post Effective Amendment No. 59 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed October 29, 2008). | |
(xxvi) | Filed as an exhibit to Post Effective Amendment No. 61 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 30, 2009). | |
(xxvii) | Filed as an exhibit to Post Effective Amendment No. 62 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed May 28, 2009). | |
(xxviii) | Filed as an exhibit to Post Effective Amendment No. 63 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 2, 2009). | |
(xxix) | Filed as an exhibit to Post Effective Amendment No. 65 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed July 24, 2009). | |
(xxx) | Filed as an exhibit to Post Effective Amendment No. 68 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 30, 2010). | |
(xxxi) | Filed as an exhibit to Post Effective Amendment No. 72 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 28, 2011). | |
(xxxii) | Filed as an exhibit to Post Effective Amendment No. 74 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 29, 2011). | |
(xxxiii) | Filed as an exhibit to Post Effective Amendment No. 76 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 29, 2011). | |
(xxxiv) | Filed as an exhibit to Post Effective Amendment No. 78 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed September 28, 2011). | |
(xxxv) | Filed as an exhibit to Post Effective Amendment No. 80 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 28, 2012). | |
(xxxvi) | Filed as an exhibit to Post Effective Amendment No. 83 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 18, 2012). | |
(xxxvii) | Filed as an exhibit to Post Effective Amendment No. 84 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 27, 2012). | |
(xxxviii) | Filed as an exhibit to Post Effective Amendment No. 86 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 27, 2012). | |
(xxxix) | Filed as an exhibit to Post Effective Amendment No. 92 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed September 28, 2012). | |
(xl) | Filed as an exhibit to Post Effective Amendment No. 93 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed October 1, 2012). |
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(xli) | Filed as an exhibit to Post Effective Amendment No. 96 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed November 30, 2012). | |
(xlii) | Filed as an exhibit to Post Effective Amendment No. 98 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 31, 2012). | |
(xliii) | Filed as an exhibit to Post Effective Amendment No. 100 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 28, 2013). | |
(xliv) | Filed as an exhibit to Post Effective Amendment No. 102 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 26, 2013). | |
(xlv) | Filed as an exhibit to Post Effective Amendment No. 104 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 28, 2013). | |
(xlvi) | Filed as an exhibit to Post Effective Amendment No. 106 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed September 27, 2013). | |
(xlvii) | Filed as an exhibit to Post Effective Amendment No. 108 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 19, 2013). | |
(xlviii) | Filed as an exhibit to Post Effective Amendment No. 110 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 28, 2014). | |
(xlix) | Filed as an exhibit to Post Effective Amendment No. 113 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed March 31, 2014). | |
(l) | Filed as an exhibit to Post Effective Amendment No. 117 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 28, 2014). | |
(li) | Filed as an exhibit to Post Effective Amendment No. 120 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 13, 2014). | |
(lii) | Filed as an exhibit to Post Effective Amendment No. 122 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 27, 2014). | |
(liii) | Filed as an exhibit to Post Effective Amendment No. 123 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 30, 2014). | |
(liv) | Filed as an exhibit to Post Effective Amendment No. 129 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed September 29, 2014). | |
(lv) | Filed as an exhibit to Post Effective Amendment No. 132 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 30, 2014). | |
(lvi) | Filed as an exhibit to Post Effective Amendment No. 133 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed December 30, 2014). | |
(lvii) | Filed as an exhibit to Post Effective Amendment No. 137 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 27, 2015). |
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(lviii) | Filed as an exhibit to Post Effective Amendment No. 139 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed March 13, 2015). | |
(lix) | Filed as an exhibit to Post Effective Amendment No. 143 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 30, 2015). | |
(lx) | Filed as an exhibit to Post Effective Amendment No. 145 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 26, 2015). | |
(lxi) | Filed as an exhibit to Post Effective Amendment No. 146 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed June 30, 2015). | |
(lxii) | Filed as an exhibit to Post Effective Amendment No. 149 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed September 28, 2015). | |
(lxiii) | Filed as an exhibit to Post Effective Amendment No. 151 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed January 28, 2016). | |
(lxiv) | Filed as an exhibit to Post Effective Amendment No. 156 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 1, 2016). | |
(lxv) | Filed as an exhibit to Post Effective Amendment No. 158 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed April 29, 2016). | |
(lxvi) | Filed as an exhibit to Post Effective Amendment No. 162 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed July 8, 2016). | |
(lxvii) | Filed as an exhibit to Post Effective Amendment No. 169 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed September 28, 2016). | |
(lxviii) | Filed as an exhibit to Post Effective Amendment No. 174 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed November 29, 2016). | |
(lxix) | Filed as an exhibit to Post Effective Amendment No. 180 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed January 27, 2017). | |
(lxx) | Filed as an exhibit to Post Effective Amendment No. 181 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed January 30, 2017). | |
(lxxi) | Filed as an exhibit to Post Effective Amendment No. 184 to the Registrant’s Registration Statement on FormN-1A, Registration Nos.333-84639 and811-09521 (filed February 24, 2017). | |
(lxxii) | Filed as an exhibit to the Registrant’s Registration Statement on FormN-14, RegistrationNo. 333-217179 (filed April 6, 2017). |
Item 17. | Undertakings. |
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable
12
registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
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SIGNATURES
As required by the Securities Act of 1933, as amended (the “1933 Act”), the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 462(d) under the 1933 Act and has duly caused this amendment to the Registration Statement on FormN-14 to be signed on its behalf by the undersigned, duly authorized, in the Town of Greenwich, and State of Connecticut, on the 1st day of September, 2017.
AMG FUNDS | ||
By: | /s/ Donald S. Rumery | |
Treasurer, Chief Financial Officer, and Principal Financial Officer |
As required by the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Bruce B. Bingham* | Trustee | September 1, 2017 | ||
Bruce B. Bingham | ||||
/s/ Christine C. Carsman* | Trustee | September 1, 2017 | ||
Christine C. Carsman | ||||
/s/ Edward J. Kaier* | Trustee | September 1, 2017 | ||
Edward J. Kaier | ||||
/s/ Kurt A. Keilhacker* | Trustee | September 1, 2017 | ||
Kurt A. Keilhacker | ||||
/s/ Steven J. Paggioli* | Trustee | September 1, 2017 | ||
Steven J. Paggioli | ||||
/s/ Richard F. Powers III* | Trustee | September 1, 2017 | ||
Richard F. Powers III | ||||
/s/ Eric Rakowski* | Trustee | September 1, 2017 | ||
Eric Rakowski | ||||
/s/ Victoria L. Sassine* | Trustee | September 1, 2017 | ||
Victoria L. Sassine | ||||
/s/ Thomas R. Schneeweis* | Trustee | September 1, 2017 | ||
Thomas R. Schneeweis | ||||
/s/ Jeffrey T. Cerutti | President and | September 1, 2017 | ||
Jeffrey T. Cerutti | Principal Executive Officer | |||
(Principal Executive Officer) | ||||
/s/ Donald S. Rumery | Treasurer, | September 1, 2017 | ||
Donald S. Rumery | Chief Financial Officer, and | |||
Principal Financial Officer | ||||
(Principal Accounting Officer) | ||||
(Principal Financial Officer) |
1
*By: | /s/ Donald S. Rumery | |
Donald S. Rumery |
Pursuant to Power of Attorney incorporated herein by reference to Registrant’s Registration Statement on FormN-14, RegistrationNo. 333-217179 (filed April 6, 2017)
Date: September 1, 2017
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EXHIBIT INDEX
Exhibit | Description | |
12 | Opinion and Consent of Ropes & Gray LLP with respect to tax matters. |