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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-09521

 

 

MANAGERS AMG FUNDS

(Exact name of registrant as specified in charter)

 

 

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Address of principal executive offices) (Zip code)

 

 

Managers Investment Group LLC

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (203) 299-3500

Date of fiscal year end: DECEMBER 31

Date of reporting period: JANUARY 1, 2012 – DECEMBER 31, 2012 (Annual Shareholder Report)

 

 

The Report relates solely to GW&K Municipal Enhanced Yield Fund, GW&K Small Cap Equity Fund, GW&K Municipal Bond Fund, Skyline Special Equities Portfolio, TimesSquare Mid Cap Growth Fund, TimesSquare Small Cap Growth Fund, Renaissance Large Cap Growth Fund, Yacktman Focused Fund and Yacktman Fund, each a series of AMG Trust (the “Trust”). The Report does not relate to any other series of the Trust.

 

 

 


Table of Contents
Item 1. Reports to Shareholders


Table of Contents

LOGO


Table of Contents

Managers AMG Funds

 

Annual Report — December 31, 2012

 

TABLE OF CONTENTS

   Page  

ABOUT YOUR FUND’S EXPENSES

     1   

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULES OF PORTFOLIO INVESTMENTS

  

TimesSquare Small Cap Growth Fund

     2   

TimesSquare Mid Cap Growth Fund

     9   

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS

     17   

FINANCIAL STATEMENTS

  

Statement of Assets and Liabilities

     19   

Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts

  

Statement of Operations

     20   

Detail of sources of income, expenses, and realized and unrealized gains (losses) during the year

  

Statements of Changes in Net Assets

     21   

Detail of changes in assets for the past two years

  

FINANCIAL HIGHLIGHTS

     22   

Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

  

NOTES TO FINANCIAL HIGHLIGHTS

     24   

NOTES TO FINANCIAL STATEMENTS

     25   

Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     31   

TRUSTEES AND OFFICERS

     32   

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.

 


Table of Contents

 

About Your Fund’s Expenses

 

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your on going costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended December 31, 2012

  Expense
Ratio for
the Period
    Beginning
Account Value
07/01/2012
    Ending
Account Value
12/31/2012
    Expenses
Paid During
the Period*
 

TimesSquare Small Cap Growth Fund

       

Institutional Class Shares

       

Based on Actual Fund Return

    1.05   $ 1,000      $ 1,083      $ 5.50   

Hypothetical (5% return before expenses)

    1.05   $ 1,000      $ 1,020      $ 5.33   

Premier Class Shares

       

Based on Actual Fund Return

    1.15   $ 1,000      $ 1,082      $ 6.02   

Hypothetical (5% return before expenses)

    1.15   $ 1,000      $ 1,019      $ 5.84   

TimesSquare Mid Cap Growth Fund

       

Institutional Class Shares

       

Based on Actual Fund Return

    1.06   $ 1,000      $ 1,088      $ 5.56   

Hypothetical (5% return before expenses)

    1.06   $ 1,000      $ 1,020      $ 5.38   

Premier Class Shares

       

Based on Actual Fund Return

    1.26   $ 1,000      $ 1,087      $ 6.61   

Hypothetical (5% return before expenses)

    1.26   $ 1,000      $ 1,019      $ 6.39   

 

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 366.
 

 

 

 

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TimesSquare Small Cap Growth Fund

Portfolio Manager’s Comments

 

 

THE PORTFOLIO MANAGER

TimesSquare Capital Management, LLC (“TimesSquare”), the Fund’s subadvisor, utilizes a bottom-up fundamental approach to small-cap investing. Led by co-managers Grant Babyak and Ken Duca, the investment team at TimesSquare believes its proprietary fundamental research skills, which place a particular emphasis on the assessment of management quality and an in-depth understanding of superior business models, enable the team to build a diversified portfolio of small-cap growth stocks designed to generate good risk-adjusted returns. When selecting small-cap growth stocks, Fund management utilizes a fundamental, bottom-up process to identify companies that demonstrate consistent and sustainable revenue and earnings growth, offer distinct and sustainable competitive advantages, have strong, experienced management teams, have stocks selling at reasonable valuations, and that Fund management believes have the potential to appreciate in price by 25% to 50% within the next 12 to 18 months.

THE YEAR IN REVIEW

For the year ending December 31, 2012, the Fund’s Institutional Class returned 13.10%, while its benchmark, the Russell 2000 ® Growth Index (the “Index”), returned 14.59%.

Looking back on the U.S. equity markets, 2012 was a Rip Van Winkle year during which one almost wished to have fallen asleep on January 1 and to have not awakened until December 31. Having done so, one would have seen strong double-digit returns for all the major size and style indices in the 16% to 18% range. Unemployment fell from 8.5% to 7.8%, home prices steadily rose throughout the year, annual automotive sales reached its highest level in five years, and inflation declined from over 3% to under 2%. Meanwhile the Federal Reserve maintained its zero interest rate policy and national elections decisively maintained the status quo in terms of the President as well as majorities in both the House and Senate. Globally, despite concerns to the contrary, the Euro remained intact and many of markets that lagged in 2011 — such as Greece — took the lead in 2012.

Those that stayed awake for 2012, however, saw many sources for potential insomnia. While the unemployment rate dipped, it remained well above the Fed’s target of 6.5% — the finishing line for its ongoing monetary stimulus activities. Although November’s elections were decisive, the Presidential and Congressional races were hotly contested with a host of economic policies as central issues. Not the least of which was the Affordable Care Act (health care reform) that was enacted in 2010 but formally upheld by the Supreme Court in June 2012. Many corporations restrained expenditures pending clarity on fiscal and monetary policies, which in part resulted in the Institute for Supply Management’s measure of manufacturing activity bounced between expansion and contraction over the last seven months with half of the industries in decline — a sign of an uneven recovery. Gauges of consumer confidence and sentiment closed 2012 at the same or higher levels than they began the year, though both fell sharply in the final months. By one extent, 2012 did not officially come to a close until January 2, 2013. That was when the U.S. government finally reached some measure of accommodation on the “fiscal cliff” — an issue that weighed on the economy for the latter part of 2012 — and passed the American Taxpayer Relief Act of 2012.

Among small to mid-cap growth stocks in 2012, returns came from a variety of areas. Sector performance was mixed with the economically sensitive materials & processing as well as the more stable health care outperforming. There was a similar mix of “offense” and “defense” at the other end of the return scale, with energy and utilities lagging all other sectors. Valuation was generally preferred with the value indices ahead of their growth counterparts, and even among growth stocks the lower valuation ones performed better than higher valuations. Lastly, while the market was up sharply for the year, those stocks with lower risk — as defined by their lower beta — outperformed riskier stocks.

In this environment, the Portfolio underperformed the Russell 2000 ® Growth benchmark in 2012. During the year, the Portfolio benefited from stock selection in the producer durables, technology, consumer staples and health care sectors. Results were mixed from the financial services sector while our positioning in the consumer discretionary and energy sectors detracted this year.

Our producer durables holdings powered the Portfolio ahead of the benchmark throughout the year. The top contributor from this sector was On Assignment, the professional staffing specialist for information technology (IT), medical and engineering placements. At the beginning of the year, On Assignment reported better-than-expected results and forward guidance. There were strong employment trends in professional job categories — especially IT, strong bill rate increases due to a shortage of skilled workers, and secular growth for temporary staffing. The demand for On Assignment’s service continued, as did demand for its stock, which was evident during the company’s secondary offering in the third quarter. By the end of the year On Assignment had posted an 81% gain. Climbing 34% was CoStar Group, the provider of information, marketing and analytic services to the commercial real estate industry in the U.S. and U.K. In the second quarter CoStar arrived at a settlement with the Federal Trade Commission enabling it to move forward with the acquisition of LoopNet, an online commercial real estate listing service. That allowed CoStar to focus on cost synergies and new cross-selling revenue opportunities. Genesee & Wyoming began the year on a slow track but sped up by the end. The freight railroad reported a volume decline — primarily coal — in the first quarter, in part because of a track disruption as repairs to the Edith River Bridge in Australia took longer than expected. Later in the year, Genesee & Wyoming announced the acquisition of RailAmerica, Inc., which would combine the largest short line and regional freight railroads in North America. The savings from the new combination’s tax treatment and financing should prove beneficial to free cash flow and earnings next year and beyond. In December, the Department of Transportation’s Surface Transportation Board formally approved the deal, it closed prior to year-end, and Genesee & Wyoming ended with a 26% price gain. Leading a late in the year charge was Generac Holdings with a 58% return. The commercial and residential generator manufacturer began the fourth quarter preannouncing impressively higher earnings and forward guidance and then issued a report backing up that confidence. This was before superstorm Sandy highlighted the fact that only 2.5% of homes had automatic standby generators, pointing to Generac’s large potential market. 2012 was less favorable to our positions in Clean Harbors and Angie’s List. An industrial waste treatment and disposal company, Clean Harbors

 

 

 

 

2


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TimesSquare Small Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

saw slowdowns for most of the year from its end markets in the energy sector, particularly the Canadian oil sands. The pressure on its stock price lifted toward the end of the year when Clean Harbors announced the acquisition of Safety-Kleen, a leading provider of environmental and recycling services. That deal should be immediately accretive to earnings and made Clean Harbors the largest hazardous waste recycle and disposal company in the U.S. Still, the earlier weakness led to a -14% price decline for 2012. Angie’s List, the consumer rating and review service geared toward local commerce, showed better-than-expected revenues, but earnings fell short of expectations as a result of higher expenses from its new e-commerce offering. However, Angie’s List saw notable growth in the number of service providers wishing to be part of its “Big Deal” online storefront and we remained confident with regards to its fast-growing subscription model, though its share price was down -26%.

As was often the case, the technology sector was home to significant highs and lows in the Portfolio, though this year the overall effect contributed to our relative performance. The largest position in the Portfolio, Ultimate Software Group, notched a 45% gain. A leading provider of combined payroll and human resources software solutions, Ultimate repeatedly reported revenues and earnings above expectations. Several new, large client bookings accelerated growth and should continue to do so since Ultimate’s annual client retention rate exceeded 95%. Bringing light to the Portfolio was Cymer Inc., a developer of lasers used by photolithography machines in semiconductor fabrication process. Earlier in the year Cymer announced significant progress developing Extreme Ultra Violet (EUV) lasers, which will power the next generation of lithography. Then in the fourth quarter the dominant manufacturer of photolithography machines — ASML Holdings — announced an agreement to acquire Cymer. The company’s stock soared 61% before we sold the position. On the downward slope this year was Volterra Semiconductor with a price decline of -33%. A designer of integrated power management semiconductors, Volterra was our holding with the most direct exposure to PC and notebook sales, which have been on the wane. At the end of the year, that caused the company to reduce its forward guidance and caused us to reevaluate Volterra’s place in the Portfolio. Also detracting was Active Network, the technology provider for managing events and facilities. During the second half of 2012, management reduced forward guidance repeatedly. When we initially purchased the stock earlier in the first quarter, we had been attracted to Active Network’s stable business model. But with management’s failure to maintain that consistency, we lost faith in their abilities. Thus we sold the position early in the fourth quarter, but not before the position sustained a -66% decline for the partial year. As the year ended, Ebix, Inc. shed -26% of its market value when rumors surfaced that the company was under SEC scrutiny for its accounting practices. In our view, and after reexamining the issue with the company, those concerns seemed unfounded. Unfortunately this type of volatility was not unusual for Ebix, which provides insurance carriers, brokers, and third parties a unified end-to-end platform for insurance transactions.

In the consumer staples sector we benefited from holding United Natural Foods, the national distributor of natural, organic and specialty foods. Early in 2012 its recent contract with Safeway ramped up as planned and United Natural Foods implemented an improved warehouse management system. Combined with strong

revenue growth and constant operating margins, United Natural Foods gained 45% for the year.

The health care sector treated the Portfolio well during the year. During the second quarter, pharmacy benefit manager Catalyst Health Solutions reported inline results though in mid-April its shares jumped on news it was being acquired by SXC Health Solutions. We booked the 64% gain and liquidated our position. Sirona Dental Systems was quiet during the first half of the year when growth in its core European market was positive, but slower than last year due to a challenging economic environment. Growth later accelerated for the dental equipment manufacturer and in the second half Sirona reported better-than-expected results, very strong internal growth across nearly all geographic regions, and increased forward guidance. That brightened its stock price by 46%. Also seeing a share price lift was Air Methods, a provider of air medical emergency transport services. Mid-year the company preannounced significantly better-than-expected earnings arising from decreases in flight-related cancellations, improved pricing, lower maintenance costs and continued expansion of its community-based services. Later, Air Methods reported earnings just above its preannounced range and the holding ended the year with a 40% gain. Another example was Brookdale Senior Living, an owner and operator of assisted living, independent living and continual-care residential communities. Brookdale reported strong results with earnings above expectations. Occupancy levels increased and although management maintained the fiscal year guidance, they seemed incrementally more positive than in prior reports. The recovering housing market likely helped since entrance fees for Brookdale’s facilities often were paid by new customers from their home sales proceeds. Brookdale’s stock price climbed 45%. More challenging was our position in IPC The Hospitalist, a provider of hospitalist physicians. IPC began the year by reporting lower-than-expected revenues and earnings caused by lighter patient volumes in certain practices around the U.S., combined with elevated staffing costs and start-up expenses. The stock recovered mid-year when after missing consensus estimates for three quarters in a row, IPC outpaced estimates and set manageable guidance for the remainder of the year. However, lower patient volumes occurred again, which in turn led IPC at the end of the year to lower forward revenue and earnings guidance. The end result was a -13% annual stock return.

The financial services ledger had a mix of credits and debits to the Portfolio’s relative performance this year. Strength arose primarily from one of our long-term Top 10 holdings — WEX Inc., which formerly was known as Wright Express. The vehicle fleet card service company reported that credit losses remained very low and it also was helped by higher gas prices. In addition, WEX made several recent acquisitions — notably Fleet One in the third quarter — to complement its fleet business segment and expand its non-fleet operations internationally. By the end of the year, WEX’s price had climbed 39%. Portfolio Recovery Associates, which purchases and manages portfolios of defaulted and bankrupt consumer debt for corporate and government lenders, claimed a 69% return. The company produced earnings and revenues ahead of estimates mid-year, prompted by strong collections trends and a sequential 31% increase in the size of its collection portfolio. Management also expanded the size of its credit line by $51 million, providing the flexibility to take advantage of additional attractive purchasing opportunities. Property catastrophe reinsurer Montpelier

 

 

 

 

3


Table of Contents

 

TimesSquare Small Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

Re Holdings saw a 31% stock price gain. Early in the year the company reported that it had earned as much in the first quarter as it had lost in all of 2011 — the greatest year of insured catastrophe losses in history. Then at the end of the year, Montpelier Re reported that its losses arising from superstorm Sandy would be lower than anticipated. Detracting from performance was Higher One, which provides licensed software and services to higher education institutions, allowing them to outsource the entire financial aid credit & disbursement process. Results early in the year were dragged down by lower enrollments from the Fall of 2011. We expected the company to return to its former positive trajectory, but then in the fourth quarter Higher One reported weak results and reduced forward guidance on the back of higher expenses from new initiatives. That also reduced management’s visibility into future revenue and with their difficulty stabilizing Higher One’s business, we exited the position though incurred a -53% price decline. Another negative in this sector was Cardtronics Inc., the largest non-bank operator of ATMs and other financial service kiosks. While Cardtronics reported strong internal growth and cash flows, it also noted that an increased use of lower interchange networks would likely compress margins in the future. In the near term, that compressed its stock price by -12% this year.

The consumer discretionary sector held more than its share of weakness for the Portfolio. Case in point was Vera Bradley, a leading designer, producer and retailer of stylish and affordable handbags and accessories for women. Early in the year the company reduced its forward guidance because of rising cotton prices and the timing of selling, general and administrative expenses. Vera Bradley’s stock price remained range bound for the rest of the year and ended with a -23% showing. Similarly, for-profit education provider National American University Holdings started the year on the wrong foot. While student enrollment had been trending up, spending on growth initiatives weighed on the stock. Business development and physical campus opening expenses were expected to remain high for its fiscal 2012, and its stock price retreated by -47%. Our other for-profit education provider, American Public Education, saw a price decline of -16%. In American Public’s case, investor were concerned regarding the likely reduction of government tuition assistance program for active-duty military, as well as slower-than-expected benefits from its service arrangement with Wal-Mart. Menswear retailer Jos. A Bank Clothiers saw its price hemmed back by -13% on disappointing quarterly results at the end of the year. With many stores in the Northeast, store activity was curtailed by superstorm Sandy and the company drove sales with promotional discounts that cut into its gross margin. While we expect gross margins to rebound, we will be closely watching for that improvement. Much better was

Arbitron Inc., which climbed 37% when the media and marketing information services company agreed to be acquired by Nielsen Holdings in December. The companies offer complementary services and the deal price was very close to our target valuation, so we began selling the position.

The energy sector was especially difficult for the Portfolio this year. In the second quarter, Key Energy Services, an onshore rig-based well servicing contractor, prereleased lower operational guidance. This revision to guidance arose primarily from slower U.S. onshore growth in the liquid shale markets. Key’s international outlook was unchanged, with strong revenue growth as they continue to expand in Mexico, Colombia, and Bahrain. However, the market drilled Key’s stock by -55%. The independent oil & gas exploration & production company Swift Energy saw a -48% price decline in 2012. Mid-year the company reported high levels of production, but a larger percentage of natural gas — with its lower commodity prices — led Swift to miss earnings estimates. Later in the summer, Hurricane Isaac caused production delays in Swift’s Texas and Louisiana fields. We sold our position in the oil & gas service company Newpark Resources when its drilling fluids business suffered from a slowdown in drilling activity and extreme price inflation from barite shortages. Newpark’s stock had declined by -41% before we exited at the end of June. Pumping up results in this sector was a 29% gain for Gulfport Energy. The independent oil & gas exploration & production company reported record production levels from its Utica Shale natural gas wells located in eastern Ohio.

This commentary reflects the viewpoints of the TimesSquare Capital Management as of 12/31/12 and is not intended as a forecast or guarantee of future results.

CUMULATIVE TOTAL RETURN PERFORMANCE

TimesSquare Small Cap Growth Fund’s cumulative total return is based on the daily change in netasset value (NAV), and assumes that all distributions were reinvested. The chart compares a hypothetical $10,000 investment made in the TimesSquare Small Cap Fund — Institutional Class on December 31, 2002, to a $10,000 investment made in the Russell 2000 ® Growth Index for the same time period. Performance for periods longer than one year is the average annual return. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund would have been lower had certain expenses not been reduced. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

 

 

 

4


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TimesSquare Small Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

 

LOGO

The table below shows the average annual total returns for the TimesSquare Small Cap Growth Fund and the Russell 2000 ® Growth Index for the same time periods ended December 31, 2012.

 

     Average Annual Total
Returns 1
 
     One
Year
    Five
Years
    Ten
Years
 

TimesSquare Small Cap Growth Fund 2,3

      

Institutional Class

     13.10     6.30     11.66

Premier Class

     12.95     6.20     11.55

Russell 2000 ® Growth Index 4

     14.59     3.49     9.80

 

 

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit our Web site at www.managersinvest.com.

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit our Web site at www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Funds are distributed by Managers Distributors, Inc., member FINRA.

1  

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are the average annual return. The listed returns on the Fund are net of expenses and based on the published NAV as of December 31, 2012. All returns are in U.S. dollars ($).

2

The Fund is subject to risks associated with investments in small capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

3  

The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect the future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

4  

The Russell 2000 ® Growth Index is a market capitalization-weighted index that measures the performance of those Russell 2000 ® companies with higher price-to-book ratios and higher forecasted growth rates. The Russell 2000 ® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

The Russell 2000 ® Growth Index is a registered trademark of Russell Investments. Russell ® is a trademark of Russell Investments.

Not FDIC insured, nor bank guaranteed. May lose value.

 

 

 

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TimesSquare Small Cap Growth Fund

Fund Snapshots

December 31, 2012

 

 

Portfolio Breakdown (unaudited)

 

Industry

  TimesSquare
Small Cap
Growth Fund**
    Russell  2000 ®
Growth Index
 

Information Technology

    32.2     21.5

Industrials

    25.6     18.0

Health Care

    12.9     20.3

Consumer Discretionary

    8.8     16.2

Financials

    6.1     7.8

Energy

    5.5     5.7

Consumer Staples

    3.6     4.6

Materials

    1.3     4.8

Telecommunication Services

    0.3     0.8

Utilities

    0.0     0.3

Other Assets and Liabilities

    3.7     0.0

 

** As a percentage of net assets

Top Ten Holdings (unaudited)

 

Security Name

   % of
Net Assets
 

Ultimate Software Group, Inc.*

     2.2

Genesee & Wyoming, Inc., Class A*

     2.1   

Montpelier Re Holdings, Ltd.*

     2.0   

Solera Holdings, Inc.*

     2.0   

WEX, Inc.

     2.0   

Clean Harbors, Inc.*

     1.9   

On Assignment, Inc.

     1.8   

Jack Henry & Associates, Inc.*

     1.7   

Bottomline Technologies, Inc.

     1.7   

CoStar Group, Inc.*

     1.5   
  

 

 

 

Top Ten as a Group

     18.9
  

 

 

 

 

* Top Ten Holding at June 30, 2012
 

 

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

 

 

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TimesSquare Small Cap Growth Fund

Schedule of Portfolio Investments

December 31, 2012

 

 

    Shares     Value  

Common Stocks - 96.3%

   

Consumer Discretionary - 8.8%

   

American Public Education, Inc.*

    175,023      $ 6,320,081   

Arbitron, Inc.

    130,506        6,092,020   

Hibbett Sports, Inc.* ,1

    96,500        5,085,550   

Jos. A. Bank Clothiers, Inc.*

    160,867        6,849,717   

Mattress Firm Holding Corp.*

    213,000        5,224,890   

Monro Muffler Brake, Inc.

    324,412        11,344,688   

National American University Holdings, Inc.

    306,885        1,181,507   

Shutterstock, Inc.*

    172,300        4,479,800   

Sotheby’s

    280,000        9,413,600   

Vera Bradley, Inc.*

    285,058        7,154,956   

Vitamin Shoppe, Inc.*

    130,116        7,463,454   

Total Consumer Discretionary

      70,610,263   

Consumer Staples - 3.6%

   

Annie’s, Inc.*

    128,047        4,280,611   

Boston Beer Co., Inc., The, Class A*

    56,000        7,529,200   

Chefs’ Warehouse, Inc., The*

    254,768        4,027,882   

Inter Parfums, Inc.

    210,058        4,087,729   

United Natural Foods, Inc.*

    171,307        9,180,342   

Total Consumer Staples

      29,105,764   

Energy - 5.5%

   

American Standard Energy Corp.* ,2

    52,213        24,018   

Dril-Quip, Inc.*

    77,013        5,625,800   

Gulfport Energy Corp.*

    160,187        6,122,347   

Hornbeck Offshore Services, Inc.*

    196,500        6,747,810   

Key Energy Services, Inc.*

    835,999        5,810,193   

Matador Resources Co.*

    400,050        3,280,410   

Oasis Petroleum, Inc.*

    190,064        6,044,035   

Sanchez Energy Corp.*

    245,423        4,417,614   

Swift Energy Co.*

    365,847        5,630,385   

Total Energy

      43,702,612   

Financials - 6.1%

   

American Equity Investment Life Holding Co.

    735,079        8,975,315   

Duff & Phelps Corp., Class A

    390,014        6,092,019   

MarketAxess Holdings, Inc.

    170,744        6,027,263   

Montpelier Re Holdings, Ltd.

    720,045        16,460,229   

Safety Insurance Group, Inc.

    130,028        6,003,393   

WisdomTree Investments, Inc.*

    849,600        5,199,552   

Total Financials

      48,757,771   

Health Care - 12.9%

   

Acadia Healthcare Co., Inc.*

    225,000        5,249,250   

Air Methods Corp.

    202,008        7,452,075   

Align Technology, Inc.*

    160,016        4,440,444   
    Shares     Value  

Amarin Corp. PLC, ADR* ,1

    315,000      $ 2,548,350   

AVANIR Pharmaceuticals, Inc., Class A*

    655,006        1,722,666   

BioMarin Pharmaceutical, Inc.*

    43,022        2,118,833   

Bio-Rad Laboratories, Inc., Class A*

    34,044        3,576,322   

Brookdale Senior Living, Inc.*

    250,042        6,331,063   

Celldex Therapeutics, Inc.*

    500,000        3,355,000   

Computer Programs & Systems, Inc.

    112,500        5,663,250   

Haemonetics Corp.*

    180,164        7,357,898   

Incyte Corp., Ltd.* ,1

    260,010        4,318,766   

IPC The Hospitalist Co., Inc.*

    240,063        9,532,902   

Magellan Health Services, Inc.*

    107,180        5,251,820   

Sirona Dental Systems, Inc.*

    117,073        7,546,526   

Team Health Holdings, Inc.*

    310,100        8,921,577   

United Therapeutics Corp.*

    123,575        6,601,377   

Vocera Communications, Inc.*

    260,000        6,526,000   

Volcano Corp.*

    190,055        4,487,199   

Total Health Care

      103,001,318   

Industrials - 25.6%

   

Advisory Board Co., The*

    175,006        8,188,531   

Albany International Corp., Class A

    395,071        8,960,210   

Allegiant Travel Co.

    115,056        8,446,261   

Clean Harbors, Inc.*

    270,547        14,882,790   

Columbus McKinnon Corp.*

    310,010        5,121,365   

Corporate Executive Board Co., The

    252,059        11,962,720   

DigitalGlobe, Inc.* ,1

    360,000        8,798,400   

EMCOR Group, Inc.

    201,424        6,971,285   

Generac Holdings, Inc.

    125,071        4,291,186   

Genesee & Wyoming, Inc., Class A*

    220,009        16,738,285   

Healthcare Services Group, Inc.

    325,341        7,557,671   

Kennametal, Inc.

    180,051        7,202,040   

McGrath RentCorp

    300,092        8,708,670   

Old Dominion Freight Line, Inc.*

    215,012        7,370,611   

On Assignment, Inc.*

    700,002        14,196,041   

Orbital Sciences Corp.*

    410,087        5,646,898   

Portfolio Recovery Associates, Inc.*

    77,549        8,286,886   

RBC Bearings, Inc.*

    128,091        6,413,516   

Standard Parking Corp.*

    225,006        4,947,882   

UTi Worldwide, Inc.

    530,098        7,103,313   

WABCO Holdings, Inc.*

    158,044        10,302,888   

WageWorks, Inc.*

    330,000        5,874,000   

Watts Water Technologies, Inc., Class A

    153,069        6,580,436   

WESCO International, Inc.*

    145,050        9,780,722   

Total Industrials

      204,332,607   
 

 

 

The accompanying notes are an integral part of these financial statements.

7


Table of Contents

 

TimesSquare Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

 

 

    Shares     Value  

Information Technology - 32.2%

   

Allot Communications, Ltd.*

    165,000      $ 2,940,300   

Angie’s List, Inc.*

    419,240        5,026,688   

Bottomline Technologies, Inc.*

    505,018        13,327,425   

Brightcove, Inc.*

    370,000        3,344,800   

BroadSoft, Inc.*

    150,081        5,452,443   

Cardtronics, Inc.*

    335,509        7,964,984   

CommVault Systems, Inc.*

    112,081        7,813,167   

CoStar Group, Inc.*

    138,052        12,337,707   

Dealertrack Holdings, Inc.*

    370,086        10,628,870   

Ebix, Inc.

    310,079        4,982,970   

ExlService Holdings, Inc.*

    344,921        9,140,406   

Global Payments, Inc.

    190,055        8,609,491   

Heartland Payment Systems, Inc.

    354,569        10,459,785   

Hittite Microwave Corp.*

    118,841        7,380,026   

Infoblox, Inc.*

    213,500        3,836,595   

Informatica Corp.*

    245,014        7,428,824   

j2 Global, Inc. 1

    280,073        8,564,632   

Jack Henry & Associates, Inc.

    341,299        13,399,399   

MAXIMUS, Inc.

    150,031        9,484,960   

Monotype Imaging Holdings, Inc.

    325,094        5,195,002   

NIC, Inc.

    530,084        8,661,573   

QLIK Technologies, Inc.*

    390,000        8,470,800   

RealPage, Inc.* ,1

    250,071        5,394,031   

Saba Software, Inc.*

    400,016        3,496,140   

ServiceNow, Inc.* ,1

    109,600        3,291,288   

Solera Holdings, Inc.

    300,001        16,041,053   

Splunk, Inc.*

    172,718        5,012,276   
    Shares     Value  

SS&C Technologies Holdings, Inc.*

    409,984      $ 9,478,830   

Ultimate Software Group, Inc.*

    185,063        17,471,798   

Volterra Semiconductor Corp.*

    384,588        6,603,376   

WEX, Inc.*

    208,012        15,677,864   

Total Information Technology

      256,917,503   

Materials - 1.3%

   

PolyOne Corp.

    490,000        10,005,800   

Telecommunication Services - 0.3%

   

General Communication, Inc., Class A*

    265,357        2,544,774   

Total Common Stocks
(cost $628,705,067)

      768,978,412   

Warrants - 0.0%#

   

American Standard Energy Corp. -

   

Series A Warrant* ,2

    150,000        10,500   

Series B Warrant* ,2

    150,000        7,500   

Series C Warrant* ,2

    150,000        18,000   

Total Warrants
(cost $795,225)

      36,000   

Other Investment Companies - 6.4% 3

   

BNY Mellon Overnight Government Fund, 0.19% 4

    20,749,032        20,749,032   

Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%

    30,195,069        30,195,069   

Total Other Investment Companies
(cost $50,944,101)

      50,944,101   

Total Investments - 102.7%
(cost $680,444,393)

      819,958,513   

Other Assets, less Liabilities - (2.7)%

      (21,854,561 )  

Net Assets - 100.0%

    $ 798,103,952   
 

 

 

The accompanying notes are an integral part of these financial statements.

8


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TimesSquare Mid Cap Growth Fund

Portfolio Manager’s Comments

 

The TimesSquare Mid Cap Growth Fund (the “Fund”) seeks to achieve long-term capital appreciation by investing in the common and preferred stock of U.S. mid-capitalization companies. The Fund invests at least 80% of its assets in securities of mid-capitalization companies. The Fund’s subadvisor, TimesSquare Capital Management, LLC (“TimesSquare”) uses a bottom-up, research-intensive approach to identify mid-capitalization growth stocks that it believes have the greatest potential to achieve significant price appreciation over a 12- to-18-month horizon. In this case, mid-capitalization refers to companies that, at the time of purchase, have market capitalizations of greater than $2.5 Billion but less than the greater of $15 Billion or the upper limit of the Russell Midcap ® Growth Index (the “Index”), the Fund’s benchmark.

THE PORTFOLIO MANAGER

TimesSquare Capital Management, LLC

TimesSquare’s investment team believes its proprietary fundamental research skills, which place a particular emphasis on the assessment of management quality and an in-depth understanding of superior business models, enable the team to build a diversified portfolio of mid-cap growth stocks designed to generate good risk-adjusted returns. When selecting mid-cap growth stocks, Fund management utilizes a fundamental, bottom-up process to identify companies that:

 

   

Demonstrate consistent and sustainable revenue and earnings growth and offer distinct, sustainable competitive advantages

 

   

Have strong, experienced management teams

 

   

Have stocks selling at reasonable valuations

 

   

Fund management believes have the potential to appreciate in price by 25-50% within the next 12 to 18 months

The ideal investment exhibits many of the following traits:

 

   

Exceptional management (clear goals, track record of success)

 

   

Distinct, sustainable competitive advantage (proprietary products, demonstrated franchise value, few competitors, patents, brand-name recognition)

 

   

Strong, consistent growth (3-year projected earnings growth and revenue growth greater than 15%)

 

   

Projected P/E at a discount to earnings growth

The investment team may sell an investment when:

 

   

Operating objectives are not met

 

   

Management is unable to sustain a competitive advantage

 

   

Fundamentals are expected to deteriorate

 

   

Reasons for purchase changed

 

   

A stock has reached its price target or is overvalued

THE YEAR IN REVIEW

For the year ending December 31, 2012, the TimesSquare Mid Cap Growth Fund (Institutional Class) returned 18.71%, while its benchmark, the Russell Midcap ® Growth Index, returned 15.81%.

Looking back on the U.S. equity markets, 2012 was a Rip Van Winkle year during which one almost wished to have fallen asleep on January 1 and to have not awakened until December 31. Having done so, one would have seen strong double-digit returns for all the major size and style indices in the 16% to 18% range.

Unemployment fell from 8.5% to 7.8%, home prices steadily rose throughout the year, annual automotive sales reached its highest level in five years, and inflation declined from over 3% to under 2%. Meanwhile the Federal Reserve maintained its zero interest rate policy, and national elections decisively maintained the status quo in terms of the President as well as majorities in both the House and Senate. Globally, despite concerns to the contrary, the euro remained intact and many of markets that lagged in 2011 — such as Greece — took the lead in 2012.

Those that stayed awake for 2012, however, saw many sources for potential insomnia. While the unemployment rate dipped, it remained well above the Fed’s target of 6.5%, the finishing line for its ongoing monetary stimulus activities. Although November’s elections were decisive, the Presidential and Congressional races were hotly contested with a host of economic policies as central issues. Not the least of which was the Affordable Care Act (health care reform) that was enacted in 2010, but formally upheld by the Supreme Court in June 2012. Many corporations restrained expenditures pending clarity on fiscal and monetary policies, which in part resulted in the Institute for Supply Management’s measure of manufacturing activity bounced between expansion and contraction over the last seven months with half of the industries in decline — a sign of an uneven recovery. Gauges of consumer confidence and sentiment closed 2012 at the same or higher levels than they began the year, though both fell sharply in the final months. By one extent, 2012 did not officially come to a close until January 2, 2013; that was when the U.S. government finally reached some measure of accommodation on the “fiscal cliff,” an issue that weighed on the economy for the latter part of 2012 and passed the American Taxpayer Relief Act of 2012.

Among small to mid-cap growth stocks in 2012, returns came from a variety of areas. Sector performance was mixed with the economically sensitive materials & processing as well as the more stable health care outperforming. There was a similar mix of “offense” and “defense” at the other end of the return scale, with energy and utilities lagging all other sectors. Valuation was generally preferred with the value indices ahead of their growth counterparts, and even among growth stocks the lower valuation ones performed better than higher valuations. Lastly, while the market was up sharply for the year, those stocks with lower risk, as defined by their lower beta, outperformed riskier stocks.

In this environment, the Portfolio outperformed the Index in 2012. Stock selection had a strong net positive effect and drove our outperformance; in general, our investments in consumer discretionary, technology, producer durables, energy and financial services outpaced their counterparts in the Index, while our holdings in materials & processing, consumer staples and health care lagged. Sector allocation had a slight net negative effect as our overweights to energy and financial services and our underweights to consumer staples and utilities helped our returns while our underweights to materials & processing, health care and producer durables and overweight to technology detracted from performance.

Both our top contributor and bottom detractor for the year were found in the consumer discretionary sector. Top honors went to Virgin Media, Inc. with its 73% climb. This New York-based company provides cable broadband internet, television, fixed line

 

 

 

 

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TimesSquare Mid Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

telephone and mobile telephone services in the United Kingdom. In Q4, Virgin Media reported a solid quarter with better than expected free cash flow, lower churn rate and higher than expected net additions. The company also announced solid second quarter results with revenue and operating cash flow ahead of consensus estimates. Revenue growth was driven by gains in the average revenue per user metric from a price increase and cross-selling services to customers. At the bottom of the pack was Tempur-Pedic International Inc., which specializes in premium bedding products including mattresses, pillows and other comfort products. In Q2, the company met expectations for revenues and maintained guidance in an environment that expected significant upside to expectations and then followed that report with a surprising intra-quarter downward guidance call citing aggressive competition from its competitors within the specialty mattress market. Management planned to cut advertising spending as well, and we closed our position with Tempur-Pedic shares down -58%. Discovery Communications, Inc., up 55% for the year, is a cable and satellite TV network operator with networks including Discovery Channel, TLC and Animal Planet. In Q4, Discovery reported a mixed quarter and announced the acquisitions of ProSieben Nordic, Eurosport and four other French channels; these deals offer plenty of channel synergies. The company also reported a solid quarter in Q3 as better than expected margins and continuing growth in international markets offset a slight deceleration in U.S. advertising revenues. WABCO Holdings Inc. develops and sells braking, stability, suspension and transmission control systems, primarily for commercial vehicles. WABCO raced ahead by 50% despite missing quarterly expectations for revenues and earnings in Q4, as the shortfall was generally expected by investors amidst a challenging European truck market. WABCO still managed to demonstrate strong margins which are reflective of its lean operations in Europe and cost containment measures throughout the quarter. Earlier in the year in Q1, WABCO reported earnings above Wall Street’s consensus and announced forward guidance better than many expected given its significant European market exposure. In the first quarter, we initiated a position in BorgWarner Inc., which specializes in engineered automotive systems and components primarily for powertrain applications worldwide including turbochargers and emissions systems. The stock has remained in neutral with its 1% return since our purchase. In Q3, management reported a mixed quarter, missing revenue estimates and meeting earnings estimates; turbo sales were lighter than expected, reflecting weaker auto sales in Europe, Asia and South America.

We were hurt by a negative stock selection effect in consumer staples. Herbalife Ltd. is a global network marketing company that sells weight management, nutrition and energy supplements and personal care products. In the fourth quarter, Herbalife beat estimates for revenues and earnings but by a smaller margin relative to past beats, disappointing some investors. The stock was later negatively impacted by a prominent hedge fund manager who presented his short thesis at an industry conference, detailing his concerns about Herbalife’s business model, which sent Herbalife shares down -34% for the year. In the fourth quarter, we initiated a position in GNC Holdings, Inc., a specialty retailer of health and wellness products including vitamins, minerals, sports nutrition and diet products. GNC is the top retailer in the steadily growing, yet fragmented industry of vitamins, minerals and supplements (VMS);

growth in this industry is expected to continue, driven by increased consumer acceptance of sports nutrition and VMS products, an aging population and consumer focus on preventative health and wellness. GNC shares fell by -10% since our investment as the company reported an in line quarter with same store sales matching expectations. GNC is continuing to make good progress with the expansion of their new Gold Card Rewards program, the members of which generate more than one half of sales and spend more than double the average customer.

In the energy sector, Concho Resources Inc. is a predominantly oil-focused exploration and production company operating in the Permian Basin of southeast New Mexico and west Texas. In Q4, the company missed quarterly earnings estimates as lower than expected realized pricing more than offset higher than expected production and lower operating costs. Management also provided 2013 production guidance that was relatively in line with expectations. Concho shares fell by -14% for the year, and we added to our position.

Turning to financial services, Alliance Data Systems Corporation is a provider of data-driven and transaction-based marketing, private label credit cards, and customer loyalty solutions. Climbing 40% for the year, Alliance Data reported a beat to revenue and earnings estimates in the third quarter thanks to strong performance in its private label segment which benefitted from a better than expected charge-off rate and growth in receivables. We trimmed our position.

While we had a net negative stock selection effect in health care, individual stock performance was mixed. Up 45%, DaVita HealthCare Partners Inc. provides dialysis services for patients suffering from chronic kidney failure. In Q3, DaVita reported a beat and raise quarter driven by strong organic and acquired patient volume growth, and the U.S. Justice Department ended an investigation into DaVita’s financial relationships with nephrology doctors and billing of Epogen, a drug for anemia. In the previous quarter, the company announced its acquisition of HealthCare Partners, a physician practice management network, a deal that cemented DVA’s position as a leader in integrated care, a possible solution to rising health care costs. Catamaran Corporation is a pharmacy benefit management (PBM) company formerly known as SXC Health Solutions; the company changed its name to Catamaran in July after acquiring a competing PBM, Catalyst Health Solutions. This deal helped drive its 66% return; aside from the premium offered to the acquired company, PBM mergers tend to also lift the acquiring company since the new entity gains instant scale and strength in the market. We closed our position in Shire PLC, a specialty pharmaceutical company focused on treatments for ADHD including Vyvanse, Intuniv, and Adderall, during the fourth quarter with its shares down -9%. Shire is restructuring and retraining its sales force after uncovering compliance issues in the regenerative medicine business it acquired in 2011, the current CEO will retire and be succeeded by the Chief Marketing Officer of Bayer, and sales growth has been decelerating. In Q1, we purchased Salix Pharmaceuticals, Ltd., a specialty pharmaceutical company focused on the gastroenterology (GI) market. In late July, Salix received a denial letter from the FDA on its application to expand the label of Relistor SC to cover non-cancer patients; this was a surprising development given that the drug had been previously approved for

 

 

 

 

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TimesSquare Mid Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

cancer patients, a sicker population. Salix later reported in line revenues and better than expected earnings thanks to lower expenses and announced in-licensing of a new Xifaxan formulation that has shown promising phase 2 results for treating Crohn’s Disease. Salix finished the year in negative territory with a -18% return, and we added to our position. In July, we purchased Vertex Pharmaceuticals Inc., which specializes in small molecule drugs for the treatment of various diseases. In Q4, Vertex missed sales estimates of their Incivek drug used for hepatitis C and Kalydeco used for cystic fibrosis; while the Incivek miss was expected, the Kalydeco miss was based on sell side estimates being too aggressive on the European launch. Vertex plans to start Phase III trials for two drugs being tested in combination with Kalydeco with results expected in the first half of 2013. Vertex shares are down -8% since our purchase.

Ecolab Inc. in the materials & processing sector focuses on products for the hospitality, foodservice, health care and industrial markets, including cleaning and sanitizing products and maintenance and repair services. In Q3, Ecolab reported an in-line quarter with a slight miss to revenues due to currency and a deceleration in their global water and paper segments; management also cited weakness in cash flows due to pension contributions, restructuring charges and working capital increases. In the previous quarter, however, Ecolab reported better-than-expected revenues and earnings. Its shares gained 26% for the year.

In the producer durables sector, we closed our position in Cooper Industries PLC in July, benefitting from its 28% gain during the time that we held it in 2012. This manufacturer of electrical components and tools agreed to be acquired by Eaton Industries during the second quarter. We trimmed our position in Kansas City Southern, which specializes in the freight rail transportation business with a north/south rail route between Kansas City, MO and various ports along the Gulf of Mexico. The company’s shares moved ahead by 24% despite a miss on earnings expectations in Q4 due to headwinds in coal and grain. The company maintains exposure to high growth areas including frac sand and crude oil. Kansas City Southern still stands to benefit from more secular growth trends than other railroads thanks to their exposure to Mexico and the continued near-sourcing of auto plants there. C.H. Robinson Worldwide, Inc. provides freight transportation services and logistics services such as supply chain analysis and information reporting. With the company’s shares losing -18%, we closed our position in the third quarter. Management reported an in line quarter but with operating metrics that were weaker, and gross margin pressures remain. We believe that, in a stagnant economy, the company’s fundamentals are unlikely to change to allow the company to start growing once again.

With a net positive stock selection effect in technology, we had our share of contributors and detractors. Dialing up by 65%, SBA Communications Corp. owns and operates wireless communications towers, leasing antenna space to wireless service providers; we trimmed our position. SBA reported solid third quarter results with revenues and earnings just ahead of consensus estimates. In the previous quarter, the company also exceeded revenue and earnings estimates, and management commented on a sizable backlog. ASML Holding N.V.’s primary business is designing and manufacturing lithography systems; lithography is the part of the chip making process whereby a pattern is imaged into the light-sensitive material

on the surface of a silicon wafer. We added to our position as ASML announced they would be acquiring Cymer, a company specializing in light sources used in photolithography tools; this deal essentially creates a monopoly in the photolithography space. ASML shares rose by 49% for the year. ASML’s most recent quarter came in line with expectations, but management also highlighted 4-8 additional extreme ultraviolet (EUV) orders that they are expecting in the next six months. Gartner Inc. provides research and analysis on information technology, computer hardware, software, communications and other related industries. Gartner shares gained 32%. In Q3, the company reported a strong quarter with earnings exceeding consensus estimates. Management cited Europe as one of the company’s best performing regions, easing concerns about potential negative macroeconomic impacts in the region. Moderating discretionary spending on information technology, however, could pose near term headwinds; we trimmed our position. Up 23%, NeuStar, Inc. provides technology and directory services to its communications service provider customers and manages the registry for North American area codes and telephone numbers. In Q4, NeuStar reported a good quarter with revenues slightly above estimates and a solid earnings beat due to lower operating expenditures, and we trimmed our position on strength. NeuStar’s integration of TargusInfo continues to progress well, and the company is seeing revenue synergies from cross/upselling services ahead of schedule. Amdocs Limited provides business and operations support systems for the telecommunications industry. Amdocs appreciated by 20% thanks to a solid quarterly report in Q3 as the company extended its contract with DirecTV through 2017 without any major price concessions, signed a five year managed services agreement with TIM Brasil and highlighted the stabilization of its revenues with AT&T, which had been disrupted following AT&T’s abandoned bid for T-Mobile. Management also announced plans to initiate its first dividend.

Looking at weaker performing names in technology, Informatica Corporation provides enterprise data integration and data quality software and services. Informatica finished the year down -16%, and we added to our position. In Q4, Informatica preannounced weaker licensing revenues, which management attributed to issues with their European sales force and macroeconomic weakness in the region. With a newly appointed head of sales in Europe, Informatica continues to restructure its sales effort there, and we anticipate gradual improvement over the next few quarters. The company later reported a quarter in line with its previous negative preannouncement. We do not believe there are any issues with Informatica’s products or market share, and Informatica continues to trade at attractive valuation levels. We closed our position in NetApp, Inc. during the fourth quarter to redeploy the proceeds in higher conviction names. NetApp supplies enterprise storage and data management software, and hardware products and services and was down -27% during the time we held the stock in 2012. The stock had suffered from weakness earlier in the year on concerns regarding heightened competition. The company reported in line results in May with disappointing forward guidance that the CEO said were based on macroeconomic concerns affecting NetApp’s end markets in the financial sector and the Europe, Middle East and Asia region. Micros Systems Inc. specializes in enterprise information solutions for the hospitality and specialty retail industries including hardware and software for point-of-sale (POS)

 

 

 

 

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Table of Contents

 

TimesSquare Mid Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

applications. Micros registered a -9% loss, and we added to our position. In Q4, after reporting a quarter with in line revenues and an earnings beat, the company announced the current CEO will be replaced effective January 1st by the former CEO of Perot Systems. The timing of such a change came as a surprise, and we will continue to evaluate his progress. Micros Systems is currently running pilot programs with Marriott and Hilton in the hotel space, and Tim Horton’s in the restaurant segment is expected to go live in January with Micros terminals at approximately 4,000 locations. In Q3, we initiated a position in Citrix Systems Inc. after a sell-side firm downgraded the stock, and the subsequent decline provided an attractive entry point. Citrix develops technology solutions to deliver IT services on-demand worldwide including GoToMyPC (remote access to PC and Mac from another computer). In Q4, Citrix reported a mixed fourth quarter with lower than expected revenues and lower revenue guidance as many deals are being downsized or delayed amidst the difficult macroeconomic backdrop, and its shares finished the year down -16% since our purchase.

This commentary reflects the viewpoints of the TimesSquare Capital Management as of 12/31/12 and is not intended as a forecast or guarantee of future results.

CUMULATIVE TOTAL RETURN PERFORMANCE

TimesSquare Mid Cap Growth Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. The chart compares a hypothetical $10,000 investment made in the TimesSquare Mid Cap Fund — Institutional Class from March 4, 2005 (commencement of operations) through December 31, 2012, to a $10,000 investment made in the Russell Midcap ® Growth Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns for the Fund would have been lower had certain expenses not been reduced.

 

 

 

12


Table of Contents

 

TimesSquare Mid Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

 

LOGO

The table below shows the average annual total returns for the TimesSquare Mid Cap Growth Fund and the Russell Midcap ® Growth Index for the same time periods ended December 31, 2012.

 

    Average Annual Total Returns 1  
    One
Year
    Five
Years
    Since
Inception
    Inception
Date
 

TimesSquare Mid Cap Growth Fund 2,3

       

Institutional Class

    18.71     4.50     7.73     03/04/05   

Premier Class

    18.44     4.31     7.54     03/04/05   

Russell Midcap ® Growth Index 4

    15.81     3.23     6.20     03/04/05  

 

 

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit our Web site at www.managersinvest.com.

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit our Web site at www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Funds are distributed by Managers Distributors, Inc., member FINRA.

 

Date reflects inception date of the Fund, not the index.

1  

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are the average annual return. The listed returns on the Fund are net of expenses and based on the published NAV as of December 31, 2012. All returns are in U.S. dollars ($).

2  

Mid capitalization securities are subject to market, liquidity and information risk. Mid size company securities may underperform, as compared to securities of larger companies, and may also pose greater risk due to narrower product lines, fewer financial resources, less depth in management or a smaller trading market for their stocks. Also, growth stocks may be more volatile than other types of stocks.

3  

The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect the future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

4  

The Russell Midcap ® Growth Index is a market capitalization-weighted index that measures the performance of those Russell Midcap ® companies with higher price-to-book ratios and higher forecasted growth rates. The Russell Midcap ® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

The Russell Midcap ® Growth Index is a registered trademark of Russell Investments. Russell ® is a trademark of Russell Investments.

Not FDIC insured, nor bank guaranteed. May lose value.

 

 

 

13


Table of Contents

 

TimesSquare Mid Cap Growth Fund

Fund Snapshots

December 31, 2012

 

Portfolio Breakdown (unaudited)

 

Industry

  TimesSquare
Mid Cap
Growth Fund**
    Russell  Midcap ®
Growth Index
 

Information Technology

    22.2     17.0

Consumer Discretionary

    20.1     25.1

Industrials

    17.5     15.3

Financials

    11.8     7.5

Health Care

    9.6     12.9

Energy

    5.7     5.2

Telecommunication Services

    3.8     1.9

Materials

    3.5     6.7

Consumer Staples

    3.3     7.7

Utilities

    0.0     0.7

Other Assets and Liabilities

    2.5     0.0

 

** As a percentage of net assets

Top Ten Holdings (unaudited)

 

Security Name

   % of
Net Assets
 

DaVita HealthCare Partners, Inc.*

     4.5

SBA Communications Corp., Class A*

     3.8   

Virgin Media, Inc.*

     3.6   

RenaissanceRe Holdings, Ltd.*

     3.0   

Discovery Communications, Inc., Class C*

     2.6   

Nielsen Holdings N.V.*

     2.4   

NeuStar, Inc., Class A*

     2.4   

Alliance Data Systems Corp.*

     2.1   

Amdocs, Ltd.*

     2.1   

NASDAQ OMX Group, Inc., The

     2.0   
  

 

 

 

Top Ten as a Group

     28.5
  

 

 

 

 

* Top Ten Holding at June 30, 2012
 

 

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

 

 

14


Table of Contents

 

TimesSquare Mid Cap Growth Fund

Schedule of Portfolio Investments

December 31, 2012

 

 

    Shares     Value  

Common Stocks - 97.5%

   

Consumer Discretionary - 20.1%

   

BorgWarner, Inc.*

    372,000      $ 26,642,640   

Coach, Inc.

    393,500        21,843,185   

Discovery Communications, Inc., Class C*

    706,200        41,312,700   

GNC Holdings, Inc., Class A

    593,000        19,735,040   

Hanesbrands, Inc.*

    566,000        20,274,120   

McGraw-Hill Cos., Inc., The

    312,700        17,095,309   

National CineMedia, Inc.

    747,200        10,557,936   

O’Reilly Automotive, Inc.*

    226,400        20,244,688   

Pool Corp.

    474,400        20,076,608   

Sally Beauty Holdings, Inc.*

    808,600        19,058,702   

Tiffany & Co.

    242,600        13,910,684   

Tractor Supply Co.

    188,700        16,673,532   

Virgin Media, Inc.

    1,599,900        58,796,325   

Wyndham Worldwide Corp.

    355,800        18,932,118   

Total Consumer Discretionary

      325,153,587   

Consumer Staples - 3.3%

   

Church & Dwight Co., Inc.

    318,400        17,056,688   

Herbalife, Ltd.

    258,800        8,524,872   

Hershey Co., The

    253,400        18,300,548   

Whole Foods Market, Inc.

    97,000        8,859,010   

Total Consumer Staples

      52,741,118   

Energy - 5.7%

   

Cameron International Corp.*

    415,100        23,436,546   

Concho Resources, Inc.*

    204,800        16,498,688   

Denbury Resources, Inc.*

    1,218,300        19,736,460   

Southwestern Energy Co.*

    425,900        14,229,319   

Whiting Petroleum Corp.*

    442,000        19,169,540   

Total Energy

      93,070,553   

Financials - 11.8%

   

Aflac, Inc.

    318,100        16,897,472   

American Tower Corp.

    122,400        9,457,848   

Assured Guaranty, Ltd.

    1,029,600        14,651,208   

Axis Capital Holdings, Ltd.

    749,300        25,955,752   

Carlyle Group L.P., The

    658,100        17,130,343   

IntercontinentalExchange, Inc.*

    101,500        12,566,715   

Jones Lang LaSalle, Inc.

    177,900        14,932,926   

NASDAQ OMX Group, Inc., The

    1,253,300        31,345,033   

RenaissanceRe Holdings, Ltd.

    598,400        48,625,984   

Total Financials

      191,563,281   

Health Care - 9.6%

   

Ariad Pharmaceuticals, Inc.*

    374,100        7,175,238   
    Shares     Value  

Boston Scientific Corp.*

    2,091,500      $ 11,984,295   

Catamaran Corp.*

    367,400        17,308,214   

DaVita HealthCare Partners, Inc.*

    663,100        73,292,443   

Health Management Associates, Inc., Class A*

    1,989,200        18,539,344   

Salix Pharmaceuticals, Ltd.*

    394,500        15,969,360   

Vertex Pharmaceuticals, Inc.*

    253,400        10,627,596   

Total Health Care

      154,896,490   

Industrials - 17.5%

   

AMETEK, Inc.

    490,600        18,431,842   

Canadian Pacific Railway, Ltd.

    101,200        10,283,944   

Clean Harbors, Inc.*

    485,200        26,690,852   

Gardner Denver, Inc.

    161,700        11,076,450   

IHS, Inc., Class A*

    202,200        19,411,200   

Kansas City Southern

    291,100        24,301,028   

Nielsen Holdings N.V.*

    1,283,000        39,246,970   

Nordson Corp.

    237,200        14,972,064   

Pall Corp.

    231,800        13,968,268   

Rockwell Collins, Inc.

    274,900        15,990,933   

Stericycle, Inc.*

    149,700        13,962,519   

TransDigm Group, Inc.

    126,800        17,290,448   

URS Corp.

    595,700        23,387,182   

W.W. Grainger, Inc.

    49,700        10,057,789   

WABCO Holdings, Inc.*

    355,800        23,194,602   

Total Industrials

      282,266,091   

Information Technology - 22.2%

   

Alliance Data Systems Corp.*

    238,000        34,452,880   

Altera Corp.

    555,200        19,121,088   

Amdocs, Ltd.

    1,013,500        34,448,865   

ANSYS, Inc.*

    161,700        10,888,878   

ASML Holding N.V. 1

    286,442        18,449,729   

Check Point Software Technologies, Ltd.*

    301,900        14,382,516   

Citrix Systems, Inc.*

    259,000        17,029,250   

FleetCor Technologies, Inc.*

    158,000        8,476,700   

Gartner, Inc.*

    652,300        30,018,846   

Global Payments, Inc.

    318,100        14,409,930   

Informatica Corp.*

    388,100        11,767,192   

Maxim Integrated Products, Inc.

    386,700        11,368,980   

MICROS Systems, Inc.*

    377,400        16,016,856   

NeuStar, Inc., Class A*

    905,600        37,971,808   

Red Hat, Inc.*

    210,200        11,132,192   

Solera Holdings, Inc.

    355,800        19,024,626   

Teradata Corp.*

    183,400        11,350,626   
 

 

 

The accompanying notes are an integral part of these financial statements.

15


Table of Contents

 

TimesSquare Mid Cap Growth Fund

Schedule of Portfolio Investments (continued)

 

 

    Shares     Value  

Information Technology - 22.2% (continued)

   

Trimble Navigation, Ltd.*

    226,400      $ 13,534,192   

Vantiv, Inc., Class A*

    808,600        16,511,612   

VeriFone Systems, Inc.*

    285,700        8,479,576   

Total Information Technology

      358,836,342   

Materials - 3.5%

   

Airgas, Inc.

    242,600        22,146,954   

Ecolab, Inc.

    328,800        23,640,720   

Reliance Steel & Aluminum Co.

    183,300        11,382,930   

Total Materials

      57,170,604   

Telecommunication Services - 3.8%

   

SBA Communications Corp., Class A *

    862,500        61,254,750   

Total Common Stocks
(cost $1,170,988,474)

      1,576,952,816   
    Shares     Value  

Other Investment Companies - 2.9% 3

   

BNY Mellon Overnight Government Fund, 0.19% 4

    17,807,906      $ 17,807,906   

Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%

    18,709,714        18,709,714   

JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.12%

    10,025,928        10,025,928   

Total Other Investment Companies
(cost $46,543,548)

      46,543,548   

Total Investments - 100.4%
(cost $1,217,532,022)

      1,623,496,364   

Other Assets, less Liabilities - (0.4)%

      (6,981,620

Net Assets - 100.0%

    $ 1,616,514,744   
 

 

 

The accompanying notes are an integral part of these financial statements.

16


Table of Contents

 

Notes to Schedules of Portfolio Investments

 

The following footnotes and abbreviations should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At December 31, 2012, the approximate cost of investments for Federal income tax purposes and the gross aggregate unrealized appreciation and/or depreciation based on tax cost were as follows:

 

Fund

   Cost      Appreciation      Depreciation     Net  

TimesSquare Small Cap Growth Fund

   $ 688,907,602       $ 163,205,875       $ (32,154,964   $ 131,050,911   

TimesSquare Mid Cap Growth Fund

     1,246,330,499         395,612,109         (18,446,244     377,165,865   

 

#  

Rounds to less than 0.1%.

* Non-income producing security.
1  

Some or all of these shares were out on loan to various brokers as of December 31, 2012, amounting to:

 

Fund

   Market Value      % of Net Assets  

TimesSquare Small Cap Growth Fund

   $ 20,618,400         2.6

TimesSquare Mid Cap Growth Fund

     17,754,126         1.1

 

2  

Illiquid Security: A security not readily convertible into cash such as a stock, bond or commodity that is not actively traded, and would be difficult to sell in a timely sale. The Fund may not invest more than 15% of its net assets in illiquid securities. All illiquid securities are valued by an independent pricing agent and are fair valued at Level 2. The market value of Illiquid securities at December 31, 2012, amounted to the following:

 

Fund

   Market Value      % of Net Assets  

TimesSquare Small Cap Growth Fund

   $ 60,018         0.01

 

3  

Yield shown for each investment company represents the December 31, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

4  

Collateral received from brokers for securities lending was invested in this short-term investment.

As of December 31, 2012, the securities in TimesSquare Mid Cap Growth Fund were all valued using Level 1 inputs. For a detailed break-out of the common stocks by major industry classification, please refer to the respective Schedule of Portfolio Investments. (See Note 1(a) in the Notes to Financial Statements.)

The following table summarizes the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of December 31, 2012. (See Note 1(a) in the Notes to Financial Statements.)

 

     Quoted Prices in
Active  Markets
for Identical
Investments

Level 1
     Significant Other
Observable  Inputs
Level 2
     Significant
Unobservable
Inputs
Level 3
     Total  

TimesSquare Small Cap Growth Fund

           

Investments in Securities

           

Common Stocks

           

Information Technology

   $ 256,917,503         —           —         $ 256,917,503   

Industrials

     204,332,607         —           —           204,332,607   

Health Care

     103,001,318         —           —           103,001,318   

Consumer Discretionary

     70,610,263         —           —           70,610,263   

Financials

     48,757,771         —           —           48,757,771   

Energy

     43,678,594       $ 24,018         —           43,702,612   

Consumer Staples

     29,105,764         —           —           29,105,764   

Materials

     10,005,800         —           —           10,005,800   

Telecommunication Services

     2,544,774         —           —           2,544,774   

Warrants

     —           36,000         —           36,000   

Other Investment Companies

     50,944,101         —           —           50,944,101   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 819,898,495       $ 60,018         —         $ 819,958,513   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

17


Table of Contents

 

Notes to Schedules of Portfolio Investments (continued)

 

 

The following table below is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value at December 31, 2012:

 

TimesSquare Small Cap Growth Fund

 

Balance as of December 31, 2011

   $ 3,881,250   

Accrued discounts (premiums)

     —     

Realized gain (loss)

     —     

Change in unrealized appreciation (depreciation)

     —     

Purchases

     —     

Sales

     —     

Transfers in to Level 3

     —     

Transfers out of Level 3

     (3,881,250

Balance as of December 31, 2012

     —     
 

 

As of December 31, 2012, the Funds had no transfers between level 1 and Level 2 from the beginning of the reporting period.

Investment Definitions and Abbreviations:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

 

 

The accompanying notes are an integral part of these financial statements.

18


Table of Contents

 

Statement of Assets and Liabilities

December 31, 2012

 

 

     TimesSquare
Small Cap
Growth Fund
    TimesSquare
Mid Cap
Growth Fund
 

Assets:

    

Investments at value* (including securities on loan valued at $20,618,340 and $17,754,126, respectively)

   $ 819,958,513      $ 1,623,496,364   

Receivable for Fund shares sold

     846,959        2,445,774   

Receivable for investments sold

     410,701        27,001,199   

Dividends, interest and other receivables

     176,940        614,847   

Receivable from affiliate

     —          510   

Prepaid expenses

     10,206        15,403   

Total assets

     821,403,319        1,653,574,097   

Liabilities:

    

Payable upon return of securities loaned

     20,749,032        17,807,906   

Payable for investments purchased

     943,839        5,134,184   

Payable for Fund shares repurchased

     783,244        12,276,129   

Payable to custodian

     —          30,841   

Accrued expenses:

    

Investment management and advisory fees

     667,032        1,389,562   

Shareholder servicing fees - Premier Class

     49,579        114,333   

Trustees fees and expenses

     813        840   

Other

     105,828        305,558   

Total liabilities

     23,299,367        37,059,353   

Net Assets

   $ 798,103,952      $ 1,616,514,744   

Net Assets Represent:

    

Paid-in capital

   $ 664,602,341      $ 1,202,189,281   

Undistributed net investment loss

     (459,802     —     

Accumulated net realized gain (loss) from investments

     (5,552,707     8,361,121   

Net unrealized appreciation of investments

     139,514,120        405,964,342   

Net Assets

   $ 798,103,952      $ 1,616,514,744   

Institutional Class Shares:

    

Net Assets

   $ 665,010,998      $ 952,858,309   

Shares outstanding

     51,161,753        63,318,235   

Net asset value, offering and redemption price per share

   $ 13.00      $ 15.05   

Premier Class Shares:

    

Net Assets

   $ 133,092,954      $ 663,656,435   

Shares outstanding

     10,384,572        44,639,558   

Net asset value, offering and redemption price per share

   $ 12.82      $ 14.87   

*  Investments at cost

   $ 680,444,393      $ 1,217,532,022   

 

 

 

The accompanying notes are an integral part of these financial statements.

19


Table of Contents

 

Statement of Operations

For the year ended December 31, 2012

 

 

     TimesSquare
Small Cap
Growth Fund
    TimesSquare
Mid Cap
Growth Fund
 

Investment Income:

    

Dividend income

   $ 7,017,584 1     $ 14,338,512 2  

Interest income

     1,805        388   

Foreign withholding tax

     —          (56,662

Securities lending income

     161,775        336,812   

Total investment income

     7,181,164        14,619,050   

Expenses:

    

Investment management and advisory fees

     7,933,589        16,256,294   

Shareholder servicing fees - Premier Class

     171,195        1,369,435   

Custodian

     104,869        203,124   

Professional fees

     104,150        188,664   

Transfer agent

     73,355        176,982   

Registration fees

     47,954        87,638   

Trustees fees and expenses

     40,789        82,406   

Reports to shareholders

     35,277        217,191   

Extraordinary expense

     31,442        66,247   

Miscellaneous

     40,661        72,834   

Total expenses before offsets

     8,583,281        18,720,815   

Expense reimbursements

     (54,547     —     

Expense repayments

     4,372        —     

Expense reductions

     (176,665     (144,961

Expense waivers

     —          (6,010

Net expenses

     8,356,441        18,569,844   

Net investment loss

     (1,175,277     (3,950,794

Net Realized and Unrealized Gain (Loss):

    

Net realized gain on investments

     79,095,553        111,962,549   

Net change in unrealized appreciation (depreciation) of investments

     13,290,794        164,279,427   

Net realized and unrealized gain

     92,386,347        276,241,976   

Net increase in net assets resulting from operations

   $ 91,211,070      $ 272,291,182   

 

1  

Includes non-recurring dividends of $2,649,417.

2  

Includes non-recurring dividends of $2,724,111.

 

 

The accompanying notes are an integral part of these financial statements.

20


Table of Contents

 

Statements of Changes in Net Assets

For the year ended December 31

 

 

     TimesSquare
Small Cap
Growth Fund
    TimesSquare
Mid Cap
Growth Fund
 
     2012     2011     2012     2011  

Increase (Decrease) in Net Assets From Operations:

        

Net investment loss

   $ (1,175,277   $ (3,349,046   $ (3,950,794   $ (5,792,379

Net realized gain on investments

     79,095,553        59,997,420        111,962,549        90,946,797   

Net change in unrealized appreciation (depreciation) of investments

     13,290,794        (40,855,656     164,279,427        (111,633,793

Net increase (decrease) in net assets resulting from operations

     91,211,070        15,792,718        272,291,182        (26,479,375

Distributions to Shareholders:

        

From net realized gain on investments:

        

Institutional Class Shares

     (64,865,451     (23,123,006     (47,517,170     (27,259,369

Premium Class Shares

     (12,983,289     (8,339,281     (33,171,065     (20,921,260

Total distributions to shareholders

     (77,848,740     (31,462,287     (80,688,235     (48,180,629

Capital Share Transactions:

        

Institutional Class:

        

Proceeds from sale of shares

     253,551,957        161,146,750        165,434,231        223,881,101   

Reinvestment of dividends and distributions

     62,873,780        22,214,060        46,227,333        26,102,639   

Cost of shares repurchased

     (178,453,783     (90,936,575     (223,166,525     (273,370,212

Net increase (decrease) from capital share transactions - Institutional Class

     137,971,954        92,424,235        (11,504,961     (23,386,472

Premier Class:

        

Proceeds from sale of shares

     38,960,422        49,196,419        85,715,987        275,469,857   

Reinvestment of dividends and distributions

     12,965,402        8,228,333        23,710,553        14,892,210   

Cost of shares repurchased

     (109,916,111     (48,118,107     (176,132,506     (212,873,505

Net increase (decrease) from capital share transactions - Premier Class

     (57,990,287     9,306,645        (66,705,966     77,488,562   

Total increase (decrease) from capital share transactions

     79,981,667        101,730,880        (78,210,927     54,102,090   

Total increase (decrease) in net assets

     93,343,997        86,061,311        113,392,020        (20,557,914

Net Assets:

        

Beginning of year

     704,759,955        618,698,644        1,503,122,724        1,523,680,638   

End of year

   $ 798,103,952      $ 704,759,955      $ 1,616,514,744      $ 1,503,122,724   

End of year net investment loss

   $ (459,802     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Share Transactions:

        

Institutional Class:

        

Sale of shares

     18,536,541        12,158,002        11,083,107        15,792,965   

Reinvested shares from dividends and distributions

     4,908,180        1,718,025        3,100,425        1,940,717   

Shares repurchased

     (13,056,121     (6,796,571     (14,922,072     (19,478,226

Net increase (decrease) - Institutional Class

     10,388,600        7,079,456        (738,540     (1,744,544

Premier Class:

        

Sale of shares

     2,936,227        3,700,947        5,784,376        20,122,930   

Reinvested shares from dividends and distributions

     1,026,556        644,853        1,609,678        1,118,034   

Shares repurchased

     (8,247,461     (3,688,710     (11,832,474     (15,255,116

Net increase (decrease) - Premier Class

     (4,284,678     657,090        (4,438,420     5,985,848   

 

 

The accompanying notes are an integral part of these financial statements.

21


Table of Contents

 

TimesSquare Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each year

 

 

     For the year ended December 31,  

Institutional Class

   2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Year

   $ 12.76      $ 13.01      $ 10.22      $ 7.53      $ 11.64   

Income from Investment Operations:

          

Net investment loss 1

     (0.02 ) 4       (0.06     (0.05     (0.02     (0.04

Net realized and unrealized gain (loss) on investments 1

     1.66        0.41        2.84        2.71        (3.73

Total from investment operations

     1.64        0.35        2.79        2.69        (3.77

Less Distributions to Shareholders from:

          

Net realized gain on investments

     (1.40     (0.60     —          —          (0.34

Net Asset Value, End of Year

   $ 13.00      $ 12.76      $ 13.01      $ 10.22      $ 7.53   

Total Return 2

     13.01 % 5       2.64 % 5       27.30     35.72     (32.28 )% 

Ratio of net expenses to average net assets

     1.03 % 6       1.03     1.03     1.03     1.04

Ratio of net investment loss to average net assets 2

     (0.12 )% 6       (0.48 )%      (0.51 )%      (0.20 )%      (0.36 )% 

Portfolio turnover

     65     44     56     65     62

Net assets at end of Year (000’s omitted)

   $ 665,011      $ 520,075      $ 438,500      $ 412,270      $ 339,078   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 3

          

Ratio of total expenses to average net assets

     1.06     1.06     1.07     1.09     1.08

Ratio of net investment loss to average net assets

     (0.15 )%      (0.51 )%      (0.55 )%      (0.26 )%      (0.41 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     For the year ended December 31,  

Premier Class

   2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Year

   $ 12.59      $ 12.86      $ 10.11      $ 7.46      $ 11.53   

Income from Investment Operations:

          

Net investment loss 1

     (0.04 ) 4       (0.08     (0.06     (0.03     (0.04

Net realized and unrealized gain (loss) on investments 1

     1.65        0.40        2.81        2.68        (3.70

Total from investment operations

     1.61        0.32        2.75        2.65        (3.74

Less Distributions to Shareholders from:

          

Net realized gain on investments

     (1.38     (0.59     —          —          (0.33

Net Asset Value, End of Year

   $ 12.82      $ 12.59      $ 12.86      $ 10.11      $ 7.46   

Total Return 2

     12.95     2.46     27.20     35.52     (32.27 )% 

Ratio of net expenses to average net assets

     1.14 % 6       1.14     1.14     1.14     1.11

Ratio of net investment loss to average net assets 2

     (0.27 )% 6       (0.59 )%      (0.62 )%      (0.31 )%      (0.44 )% 

Portfolio turnover

     65     44     56     65     62

Net assets at end of Year (000’s omitted)

   $ 133,093      $ 184,685      $ 180,199      $ 139,337      $ 106,556   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 3

          

Ratio of total expenses to average net assets

     1.17     1.18     1.18     1.20     1.16

Ratio of net investment loss to average net assets

     (0.30 )%      (0.63 )%      (0.66 )%      (0.37 )%      (0.48 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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Table of Contents

 

TimesSquare Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each year

 

 

     For the year ended December 31,  

Institutional Class

   2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Year

   $ 13.34      $ 14.04      $ 11.88      $ 8.67      $ 8.67   

Income from Investment Operations:

          

Net investment loss 1

     (0.02 ) 4       (0.04     (0.04     (0.02     (0.00 ) 7  

Net realized and unrealized gain (loss) on investments 1

     2.51        (0.22     2.20        3.23        (4.50

Total from investment operations

     2.49        (0.26     2.16        3.21        (4.50

Less Distributions to Shareholders from:

          

Net investment income

     —          —          —          —          (0.00 ) 7  

Net realized gain on investments

     (0.78     (0.44     —          —          (0.09

Total distributions to shareholders

     (0.78     (0.44     —          —          (0.09

Net Asset Value, End of Year

   $ 15.05      $ 13.34      $ 14.04      $ 11.88      $ 8.67   

Total Return 2

     18.71     (1.89 )%      18.18     37.02     (33.91 )% 

Ratio of net expenses to average net assets

     1.06 % 8       1.06     1.06     1.10     1.08

Ratio of net investment income (loss) to average net assets 2

     (0.16 )% 8       (0.29 )%      (0.30 )%      (0.25 )%      (0.04 )% 

Portfolio turnover

     42     60     57     55     62

Net assets at end of Year (000’s omitted)

   $ 952,858      $ 854,828      $ 923,687      $ 678,956      $ 344,189   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 3

          

Ratio of total expenses to average net assets

     1.07     1.07     1.08     1.11     1.09

Ratio of net investment income (loss) to average net assets

     (0.17 )%      (0.30 )%      (0.32 )%      (0.26 )%      (0.06 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     For the year ended December 31,  

Premier Class

   2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Year

   $ 13.21      $ 13.92      $ 11.81      $ 8.64      $ 13.23   

Income from Investment Operations:

          

Net investment loss 1

     (0.05 ) 4       (0.07     (0.06     (0.04     (0.03

Net realized and unrealized gain (loss) on investments 1

     2.48        (0.21     2.17        3.21        (4.47

Total from investment operations

     2.43        (0.28     2.11        3.17        (4.50

Less Distributions to Shareholders from:

          

Net investment income

     —          —          —          —          —     

Net realized gain on investments

     (0.77     (0.43     —          —          (0.09

Total distributions to shareholders

     (0.77     (0.43     —          —          (0.09

Net Asset Value, End of Year

   $ 14.87      $ 13.21      $ 13.92      $ 11.81      $ 8.64   

Total Return 2

     18.44     (2.01 )%      17.87 % 5       36.69 % 5       (33.96 )% 

Ratio of net expenses to average net assets

     1.26 % 8       1.26     1.26     1.30     1.29

Ratio of net investment loss to average net assets 2

     (0.36 )% 8       (0.49 )%      (0.50 )%      (0.45 )%      (0.26 )% 

Portfolio turnover

     42     60     57     55     62

Net assets at end of Year (000’s omitted)

   $ 663,656      $ 648,295      $ 599,994      $ 570,544      $ 281,199   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 3

          

Ratio of total expenses to average net assets

     1.27     1.27     1.28     1.31     1.30

Ratio of net investment loss to average net assets

     (0.37 )%      (0.50 )%      (0.52 )%      (0.46 )%      (0.27 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

23


Table of Contents

 

Notes to Financial Highlights

 

The following footnotes should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.

 

1  

Per share numbers have been calculated using average shares.

2  

Total returns and net investment loss would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)

3  

Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Note 1(c) of Notes to Financial Statements.)

4  

Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.06) and $(0.08) for TimesSquare Small Cap Growth Fund’s Institutional Class and Premier Class, respectively, and $(0.04) and $(0.06) for TimesSquare Mid Cap Growth Fund’s Institutional Class and Premier Class, respectively.

5  

The Total Return is based on the Financial Statement Net Asset Values as shown above.

6  

Includes non-routine extraordinary expenses amounting to $26,203 or 0.004% and $5,239 or 0.003% of average net assets for the Institutional Class and Premier Class, respectively.

7  

Rounds to less than $0.01 per share or 0.01%.

8  

Includes non-routine extraordinary expenses amounting to $39,062 or 0.004% and $27,185 or 0.004% of average net assets for the Institutional Class and Premier Class, respectively.

 

 

24


Table of Contents

 

Notes to Financial Statements

December 31, 2012

 

 

1. Summary of Significant Accounting Policies

Managers AMG Funds (the “Trust”) is an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust is comprised of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are TimesSquare Small Cap Growth Fund (“Small Cap”) and TimesSquare Mid Cap Growth Fund (“Mid Cap”), each a “Fund” and collectively the “Funds.”

Effective June 26, 2006, Small Cap was closed to new investors. Shareholders who owned shares of the Small Cap when it was closed may continue to purchase additional shares in their existing accounts. Financial advisors, institutions, intermediaries, and other platforms that have existing client assets or accounts in the Fund may add to existing client accounts and may open new accounts for existing or new clients. Exchanges into the Fund are not permitted, unless the exchange is being made into an existing shareholder or intermediary account, as described above. Fund management may reopen the Fund to certain investors in the future.

Effective December 31, 2010, Mid Cap was closed to new investors. Shareholders who owned shares of Mid Cap when it was closed, including shareholders who held an account directly with the Fund and those shareholders who invested in the Fund through a financial intermediary account, the ManagersChoice® program, a financial platform, defined contribution, defined benefit or asset allocation program (collectively, “financial intermediaries”), may continue to purchase shares of the Fund. In addition, certain financial intermediaries that, at Fund management’s discretion, had accounts or client assets in the Fund on or before March 31, 2011, regardless of whether such financial intermediary was acting on a discretionary or non-discretionary basis, may continue to purchase shares of the Fund for those accounts and may open new Fund accounts for existing or new clients. Exchanges into the Fund are not permitted unless the exchange is being made into an existing shareholder account or an existing financial intermediary account at the time of the exchange as described above. Fund management may, in its discretion, reopen the Fund to certain investors in the future. The Fund reserves the right to modify this policy at any time.

The Funds offer both Institutional Class and Premier Class shares. Institutional shares, which are designed primarily for institutional investors meet certain administrative and servicing criteria, have a higher minimum initial investment than Premier shares. Premier shares are offered to all other investors. Each class represents an interest in the same assets of the Funds and the classes are identical except for class specific expenses related to shareholder activity. Both classes have equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be

material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds’ investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Funds (the “Board”).

Short-term investments having a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share except iShares or other ETF’s, which are valued the same as equity securities.

Under certain circumstances, the value of certain Fund investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that each Fund might reasonably expect to receive from a current sale of that investment in an arm’s-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors, such as future cash flows, interest rates, yield curves, volatilities, credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio investment is not traded in a public market or the principal market in which the investment trades is closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (the

 

 

 

 

25


Table of Contents

 

Notes to Financial Statements (continued)

 

 

“Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of thinly traded securities that are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Funds’ fair value procedures.

U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 — inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign securities utilizing international fair value pricing, broker- quoted securities, fair valued securities with observable inputs)

Level 3 — inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with observable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

b. Security Transactions

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date. Dividend and interest income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

The following Funds had certain portfolio trades directed to various brokers, under a brokerage recapture program, which paid a portion of such Fund’s expenses. For the year ended December 31, 2012, the amount by which the Funds’ expenses were reduced and the impact on the expense ratios, if any, were as follows: Small Cap — $176,465 or 0.02%, and Mid Cap — $144,550 or 0.01%.

The Funds have a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Funds’ custodian, whereby each Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to each Fund. For the year ended December 31, 2012, the custodian expense was not reduced.

Overdrafts will cause a reduction of any balance credits, computed at 2% above the effective Federal funds rate on the day of the overdraft. For the year ended December 31, 2012, the Funds did not incur overdraft fees.

The Trust also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby balance credits are used to offset banking charges and other out-of-pocket expenses. For the year ended December 31, 2012, the transfer agent expense for Small Cap and Mid Cap was reduced by $200 and $411, respectively.

Total returns and net investment income for the Funds would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits but include non-reimbursable expenses, if any, such as interest and taxes.

d. Dividends and Distributions

Dividends resulting from net investment income and distribution of capital gains, if any, normally will be declared and paid annually in December and when required for Federal excise tax purposes. Income and capital gain distributions are determined in accordance

 

 

 

 

26


Table of Contents

 

Notes to Financial Statements (continued)

 

 

with Federal income tax regulations, which may differ from U.S. GAAP. Distributions are recorded on the ex-dividend date and are declared separately for each class. These differences are primarily due to differing treatments for losses deferred due to wash sales,

equalization accounting for tax purposes and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

 

 

The tax character of distributions paid during the years ended December 31, 2012 and December 31, 2011 were as follows:

 

     TimesSquare Small Cap      TimesSquare Mid Cap  
     2012      2011      2012      2011  

Distributions paid from:

           

Ordinary income

     —           —           —           —     

Short-term capital gains

   $ 5,151,499         —           —           —     

Long-term capital gains

     72,697,241       $ 31,462,287       $ 80,688,235       $ 48,180,629   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 77,848,740       $ 31,462,287       $ 80,688,235       $ 48,180,629   
  

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2012, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

     TimesSquare Small Cap      TimesSquare Mid Cap  

Capital loss carryforward

     —           —     

Undistributed ordinary income

     —           —     

Undistributed short-term capital gains

     —           —     

Undistributed long-term capital gains

   $ 9,109,105       $ 37,159,599   

Post-October loss deferral

     6,658,404         —     

 

e. Federal Taxes

Each Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of December 31, 2012 and all open tax years and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Under the Regulated Investment Company Modernization Act of 2010, post-enactment capital losses may be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their tax

character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f. Capital Loss Carryovers and Deferrals

As of December 31, 2012, the Funds had no accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes. Should the Funds incur net capital losses for the year ended December 31, 2012, such amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation. Dividends and distributions to shareholders are recorded on the ex-dividend date.

 

 

 

 

27


Table of Contents

 

Notes to Financial Statements (continued)

 

 

At December 31, 2012, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the outstanding shares of the Funds as follows: Small Cap — two collectively own 31%; Mid Cap — two collectively own 38%. Transactions by these shareholders may have a material impact on their respective Fund.

2. Agreements and Transactions with Affiliates

For each of the Funds, the Trust has entered into an Investment Management Agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects subadvisors for the Funds (subject to Board approval) and monitors the subadvisor’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by TimesSquare Capital Management, LLC, who serves pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended December 31, 2012, the annual investment management fee rates, as a percentage of average daily net assets, were as follows: Small Cap — 1.00% and Mid Cap — 1.00%. Under the Investment Management Agreements with the Funds, the Investment Manager provides a variety of administrative services to the Funds. The Investment Manager receives no additional compensation from the Funds for these services. Pursuant to a reimbursement agreement between the Investment Manager and TimesSquare, TimesSquare reimburses the Investment Manager for the costs the Investment Manager bears in providing such services to the Funds.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments each Fund may have made in the JPMorgan Liquid Assets Money Market Fund — Capital Shares. For the year ended December 31, 2012, the management fee for Small Cap and Mid Cap was reduced by $0 and $6,010, respectively.

The Investment Manager has contractually agreed, through at least May 1, 2013, to waive fees and pay or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) to the following percentages of Small Cap and Mid Cap Funds’ average daily net assets:

 

     Small Cap     MidCap  

Institutional Class

     1.05     1.19

Premier Class

     1.25     1.39

Each Fund is obligated to repay the Investment Manager such amounts waived, paid, or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause that

Fund’s total operating expenses in any such future year to exceed that Fund’s respective expense cap. For the year ended December 31, 2012, each Fund’s components of reimbursement available are detailed in the following chart:

 

     Small Cap     Mid Cap  

Reimbursement Available - 12/31/11

   $ 385,608        —     

Additional Reimbursements

     54,547        —     

Repayments

     (4,372     —     

Expired Reimbursements

     (162,089     —     
  

 

 

   

 

 

 

Reimbursement Available - 12/31/12

   $ 273,694        —     
  

 

 

   

 

 

 

The aggregate annual retainer paid to each Independent Trustee of the Board is $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trust receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional payment of $8,000 per year. The Trustees’ fees and expenses are allocated among all of the Managers’ Funds for which the Investment Manager serves as the advisor based on the relative net assets of such funds. The “Trustees fees and expenses” shown in the financial statements represents each Fund’s allocated portion of the total fees and expenses paid by the Managers Funds.

Beginning January 1, 2013, the annual retainer paid to each Independent Trustee of the Board will be $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts will receive and additional payment of $25,000 per year. The Chairman of the Audit Committee will receive an additional payment of $10,000 per year.

The Fund is distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers through brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangement discussed below, generally MDI bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

Additional expenses to the Premier Class shares include payments to third parties who maintain omnibus accounts; these payments to third parties represent shareholder recordkeeping services and are expected not to exceed 0.20% of each Fund’s Premier Class average daily net assets. The actual expense and the impact on the expense ratios for the year ended December 31, 2012, was $171,195, or 0.10%, for Small Cap — Premier Class and $1,369,435, or 0.20%, for Mid Cap — Premier Class.

The Securities and Exchange Commission granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible Managers Funds. Participation in this interfund lending program is voluntary

 

 

 

 

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Notes to Financial Statements (continued)

 

 

for both borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Investment Manager administers the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the year ended December 31, 2012, Small Cap lent varying amounts not exceeding 8,731,994 for 23 days earning interest of $1,805 and Mid Cap lent varying amounts not exceeding $2,788,943 for 7 days earning interest of $388. The interest earned is included in the Statement of Operations as interest income. For the same period, the Funds did not borrow from any other Managers Funds. At December 31, 2012, the Funds had no loans outstanding.

During the year ended December 31, 2012, the Funds executed the following transaction at the closing price of the security and with no commissions under Rule 17a-7 procedures approved by the Board of Trustees:

April 5, 2012 — TimesSquare Small Cap Growth Fund sold 95,000 shares of TransDigm Group Inc. at $116.30 to the TimesSquare Mid Cap Growth Fund.

3. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the year ended December 31, 2012, were as follows:

 

    Long-Term Securities  

Fund

  Purchases     Sales  

Small Cap

  $ 502,766,247      $ 493,159,959   

Mid Cap

  $ 661,878,638      $ 838,661,442   

The Funds had no purchases or sales of U.S. Government obligations during the year ended December 31, 2012.

4. Redemption In-Kind

For the year ended December 31, 2012, the realized gains and losses from redemption in-kind were as follows:

 

Fund

  Realized
Gains
    Realized
Losses
 

TimesSquare Small Cap Growth Fund

  $ 1,152,666      $ (754,808

The realized gains and losses from redemptions in-kind are netted and recorded as net realized gain on investments in the Statement of Operations.

5. Portfolio Securities Loaned

The Funds participate in a securities lending program offered by BNYM (the “Program”), providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and/or government securities and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional

collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. The Funds bear the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Collateral received in the form of cash is invested temporarily in the BNY Mellon Overnight Government Fund, formerly the BNY Institutional Cash Reserves Fund, or other short-term investments as defined in the Securities Lending Agreement with BNYM. For the year ended December 31, 2012, the Funds participated in the program.

6. Commitments and Contingencies

In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds have had no prior claims or losses and expect the risks of material loss to be remote.

7. New Accounting Pronouncements

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the Funds’ financial statements and disclosures.

8. Subsequent Events

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements which require additional disclosure in or adjustment of the Funds’ financial statements.

 

 

 

 

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Notes to Financial Statements (continued)

 

 

 

Tax Information (unaudited)

The TimesSquare Small Cap Growth Fund and the TimesSquare Mid Cap Growth Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2012 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, TimesSquare Small Cap Growth Fund and TimesSquare Mid Cap Growth Fund hereby designate $72,697,241 and $80,688,235, respectively, as a capital gain distribution with respect to the taxable year ended December 31, 2012, or if subsequently determined to be different, the net capital gains of such year.

 

 

 

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Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Managers AMG Funds and the Shareholders of TimesSquare Small Cap Growth Fund and TimesSquare Mid Cap Growth Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of TimesSquare Small Cap Growth Fund and TimesSquare Mid Cap Growth Fund (the “Funds”) at December 31, 2012, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2013

 

 

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Trustees and Officers

 

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

 

Name, Date of Birth, Number

of Funds Overseen in Fund
Complex*

 

Principal Occupation(s) During Past 5
Years and Other Directorships Held by
Trustee

Bruce B. Bingham, 12/01/48

 

•    Trustee since 2012

 

•    Oversees 37 Funds in  Fund Complex

  Partner, Hamilton Partners (real estate development firm) (1987 - Present).

 

William E. Chapman, II, 9/23/41

 

•    Independent Chairman

 

•    Trustee since 1999

 

•    Oversees 37 Funds in  Fund Complex

 

 

President and Owner, Longboat Retirement Planning Solutions (1998 - Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002 - 2009); Trustee of Bowdoin College (2002 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

 

Edward J. Kaier, 9/23/45

 

•    Trustee since 1999

 

•    Oversees 37 Funds in  Fund Complex

 

 

Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007 - Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977 - 2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

 

Steven J. Paggioli, 4/3/50

 

•    Trustee since 2004

 

•    Oversees 37 Funds in  Fund Complex

 

 

Independent Consultant (2002 - Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986 - 2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990 - 2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991 - 2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 - Present); Trustee of Aston Funds (26 portfolios).

 

Eric Rakowski, 6/5/58

 

•    Trustee since 1999

 

•    Oversees 37 Funds in  Fund Complex

 

 

Professor, University of California at Berkeley School of Law (1990 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

 

Thomas R. Schneeweis, 5/10/47

 

•    Trustee since 2004

 

•    Oversees 37 Funds in  Fund Complex

 

 

Professor of Finance, University of Massachusetts (1977 - Present); Director, CISDM at the University of Massachusetts, (1996 - Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001 - Present); Partner, S Capital Management, LLC (2007 - Present); President, TRS Associates (1982 - Present); Partner, White Bear Partners, LLC (2007 - 2010); Partner, Northampton Capital Management, LLC (2004 - 2010); Trustee of Aston Funds (26 portfolios).

 

* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

Interested Trustees

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.

 

Name, Date of Birth, Number

of Funds Overseen in Fund
Complex*

 

Principal Occupation(s) During Past 5
Years and Other Directorships Held by
Trustee

Christine C. Carsman, 4/2/52

 

•    Trustee since 2011

 

•    Oversees 37 Funds in  Fund Complex

  Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011 - Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007 - 2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004 - 2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004 - 2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995 - 2004)

Officers

 

Name, Date of Birth,

Position(s) Held with Fund

and Length of Time Served

 

Principal Occupation(s) During Past 5
Years

Keitha L. Kinne, 5/16/58

 

•    President since 2012

 

•    Chief Operating Officer  since 2007

  Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007 - Present); Chief Investment Officer, Managers Investment Group LLC (2008 - Present); President, Managers Distributors, Inc. (2012 - Present); Chief Operating Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Managing Director, Legg Mason & Co., LLC (2006 - 2007); Managing Director, Citigroup Asset Management (2004 - 2006).

 

Lewis Collins, 2/22/66

 

•    Secretary since 2011

 

•    Chief Legal Officer since  2011

 

 

Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010 - Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006 - 2010); Senior Counsel, Affiliated Managers Group, Inc. (2002 - 2006); Attorney, Ropes & Gray LLP (1998 - 2002).

 

Donald S. Rumery, 5/29/58

 

•    Chief Financial Officer  since 2007

 

•    Treasurer since 1999

 

 

Senior Vice President, Managers Investment Group LLC (2005 - Present); Treasurer, The Managers Funds (1995 - Present); Treasurer, Managers Trust I and Managers Trust II (2000 - Present); Chief Financial Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000 - 2012); Vice President, The Managers Funds LLC, (1994 - 2004).

 

John J. Ferencz, 3/09/62

 

•    Chief Compliance  Officer since 2010

 

 

Vice President, Legal and Compliance, Managers Investment Group LLC (2010 - Present); Senior

Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005 - 2010).

 

Michael S. Ponder, 9/12/73

 

•    Assistant Secretary since  2011

 

 

Senior Vice President and Counsel, Managers Investment Group LLC (2011 - Present); Attorney,

DeNovo Legal (2009 - 2010); Vice President, Credit Suisse (2007 - 2009); Associate, Willkie Farr & Gallagher LLP (2006 - 2007).

 

Matthew B. Wallace, 11/24/80

 

•    Anti-Money Laundering  Compliance Officer  since 2012

 

 

Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012 - Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010 - 2012); Compliance Specialist, Calamos Advisors LLC (2007 - 2010).

 

 

 

 

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Investment Manager and Administrator

Managers Investment Group LLC

800 Connecticut

Norwalk, CT 06854

(800) 835-3879

Distributor

Managers Investment Group LLC

800 Connecticut

Norwalk, CT 06854

(800) 835-3879

Subadvisor

TimesSquare Capital Management, LLC

1177 Avenue of the Americas

39th Floor

New York, NY 10036

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

Legal Counsel

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Managers

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

For Managers Choice TM Only

Managers

c/o BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

 

 

 

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Table of Contents

M ANAGERS AND M ANAGERS AMG F UNDS

 

E QUITY F UNDS

    

B ALANCED F UNDS

 

C ADENCE C APITAL A PPRECIATION

C ADENCE M ID -C AP

C ADENCE E MERGING C OMPANIES

Cadence Capital Management, LLC

 

E SSEX S MALL /M ICRO C AP G ROWTH

Essex Investment Management Co., LLC

 

FQ T AX -M ANAGED U.S. E QUITY

FQ U.S. E QUITY

First Quadrant, L.P.

 

F RONTIER S MALL C AP G ROWTH

Frontier Capital Management Company, LLC

 

GW&K S MALL C AP E QUITY

Gannett Welsh & Kotler, LLC

 

M ICRO -C AP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

 

R EAL E STATE S ECURITIES

Urdang Securities Management, Inc.

 

R ENAISSANCE L ARGE C AP G ROWTH

Renaissance Group LLC

    

 

S KYLINE S PECIAL E QUITIES

P ORTFOLIO

Skyline Asset Management, L.P.

 

S PECIAL E QUITY

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

 

S YSTEMATIC V ALUE

S YSTEMATIC M ID C AP V ALUE

Systematic Financial Management, L.P.

 

T IMES S QUARE I NTERNATIONAL S MALL C AP F UND

T IMES S QUARE M ID C AP G ROWTH

T IMES S QUARE S MALL C AP G ROWTH

TSCM G ROWTH E QUITY

TimesSquare Capital Management, LLC

 

T RILOGY G LOBAL E QUITY

T RILOGY E MERGING M ARKETS E QUITY

T RILOGY I NTERNATIONAL S MALL C AP

Trilogy Global Advisors, L.P.

 

Y ACKTMAN F UND

Y ACKTMAN F OCUSED F UND

Yacktman Asset Management L.P.

 

    

 

C HICAGO  E QUITY  P ARTNERS  B ALANCED

Chicago Equity Partners, LLC

 

A LTERNATIVE F UNDS

 

FQ G LOBAL A LTERNATIVES

FQ G LOBAL E SSENTIALS

First Quadrant, L.P.

 

I NCOME F UNDS

 

B OND (M ANAGERS )

G LOBAL I NCOME O PPORTUNITY

Loomis, Sayles & Co., L.P.

 

B OND (M ANAGERS PIMCO)

Pacific Investment Management Co. LLC

 

C ALIFORNIA I NTERMEDIATE T AX -F REE

Miller Tabak Asset Management LLC

 

GW&K F IXED I NCOME F UND

GW&K M UNICIPAL B OND

GW&K M UNICIPAL E NHANCED B OND

Gannett Welsh & Kotler, LLC

 

H IGH Y IELD

J.P. Morgan Investment Management LLC

 

I NTERMEDIATE D URATION G OVERNMENT

S HORT D URATION G OVERNMENT

Smith Breeden Associates, Inc.

         
         
         
         
         
         
         
         
         
         
         
         
         

 

This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by Managers Distributors, Inc., member FINRA.

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) Web site at www. sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s Web site at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

 

     LOGO

www.managersinvest.com

 

 

 

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Table of Contents

Skyline Special Equities Portfolio

 

Annual Report — December 31, 2012

 

TABLE OF CONTENTS

   Page  

LETTER TO SHAREHOLDERS

     1   

ABOUT YOUR FUND’S EXPENSES

     2   

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOT, AND SCHEDULE OF PORTFOLIO INVESTMENTS

     3   

NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS

     8   

FINANCIAL STATEMENTS

  

Statement of Assets and Liabilities

     9   

Balance sheet, net asset value (NAV) per share computation and cumulative undistributed amounts

  

Statement of Operations

     10   

Detail of sources of income, expenses, and realized and unrealized gains (losses) during the year

  

Statements of Changes in Net Assets

     11   

Detail of changes in assets for the past two years

  

FINANCIAL HIGHLIGHTS

     12   

Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

  

NOTES TO FINANCIAL STATEMENTS

     13   

Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     18   

TRUSTEES AND OFFICERS

     19   

 

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.


Table of Contents

Letter to Shareholders

 

 

Dear Shareholder:

Thank you for your investment in The Managers Funds. Our foremost goal at Managers Investment Group (MIG) is to provide investment products and solutions that help our shareholders and clients successfully reach their investment goals and objectives. We do this by offering a broad selection of funds managed by a collection of Affiliated Managers Group’s (AMG) Affiliate investment boutiques, along with a complementary series of open-architecture mutual funds.

The past year has been an exciting one for us at MIG. In connection with AMG’s investment in Yacktman Asset Management (“Yacktman”), MIG partnered with Yacktman in reorganizing the Yacktman Focused Fund and the Yacktman Fund into The Managers Funds. The addition of the Yacktman Funds to our platform brought our total assets under management to over $25 billion at the end of 2012.

Additionally, in an effort to better meet our shareholders’ needs as well as bring consistency across our funds, we restructured our share class offerings across many of our Funds, which included discontinuing certain share classes with sales charges (commonly called sales loads). As a result, many of our Funds now offer three No Load share classes — Investor, Service, and Institutional Share Classes. We believe this simplified structure makes it easier for our clients as well as Financial Advisors to select the appropriate share class to match their needs.

During 2012, we also executed on other changes to certain Funds, which included reducing expense ratios on several Funds to ensure that our offerings remain competitive and affordable for our clients.

As we enter into 2013, both known and unknown risks remain to the global economy and its growth prospects. Nevertheless, we remain optimistic that the collective fiscal and monetary efforts undertaken over the past several years will continue to have a positive impact on the global economy. In the meantime, we remain confident that our Funds are well positioned to weather an uncertain economic environment.

We thank you for your continued confidence and investment in The Managers Funds. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit.

 

Respectfully,
LOGO
Keitha Kinne
President
The Managers Funds

 

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Table of Contents

 

About Your Fund’s Expenses

 

 

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended December 31, 2012

  Expense
Ratio for
the Period
    Beginning
Account Value
07/01/12
    Ending
Account Value
12/31/12
    Expenses
Paid During
the Period*
 

Skyline Special Equities Portfolio

       

Based on Actual Fund Return

    1.32   $ 1,000      $ 1,136      $ 7.09   

Hypothetical (5% return before expenses)

    1.32   $ 1,000      $ 1,019      $ 6.70   

 

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184) then divided by 366.
 

 

 

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Skyline Special Equities Portfolio

Portfolio Manager’s Comments

 

The Skyline Special Equities Fund for the year returned 19.34%, compared to the full-year return of 18.05% for the Russell 2000 ® Value Index.

The Year in Review

The Fund delivered strong absolute returns for the year as equity markets broadly rallied while also beating its benchmark by more than 1%. For the second straight year, the majority of the Fund’s gains for the year on a relative basis were achieved during the fourth quarter. The Fund outperformed in three of four quarters while only underperforming in the second quarter during the sharp equity market pullback.

For the year, value was added relative to the benchmark via both stock selection and sector positioning, a residual of the Fund’s bottom-up stock selection process. Stock selection was strongest in the consumer discretionary, energy, health care, and industrials sectors. Meanwhile, the Fund benefitted from an overweight to the outperforming consumer discretionary sector and an underweight to the struggling utilities sector.

The industrials sector contributed most to the Fund’s performance on both an absolute basis and relative to the small-cap value benchmark for both the fourth quarter and full year. United Rentals, Inc. (URI), an equipment rental company, was a significant contributor for both periods. URI benefitted from better-than-expected earnings, helped in part by an accretive acquisition that was completed during the year.

Holdings within the consumer discretionary sector also contributed to the Fund’s absolute and relative returns. Winnebago Industries, Inc., a recreational vehicle manufacturer, a furniture manufacturer and retailer, was the Fund’s top contributor during the year. Winnebago operates in a deeply depressed industry, and is emerging as a leader as supply/demand fundamentals in this industry rationalize.

 

The financials sector detracted most from the Fund’s performance relative to its benchmark for the year. More specifically, for the fourth quarter, underperformance was due primarily to stock selection. First Financial Bancorp, an Ohio-based regional bank, declined due to concerns that persistently low interest rates would negatively impact its earnings. The primary reason for the underperformance of the financials sector in 2012 was its relatively low exposure to the REITs subsector, which made up 12.9% of the Russell 2000 ® Value Index and generated a 26.7% return in 2012.

Looking Forward

We believe stock valuations are reasonable, especially compared to returns available on competing investments such as bonds. At year end, the Fund’s P/E was 17.7x trailing 12- month EPS, which implies an earnings yield of 5.6% for the underlying companies held within the Fund. This compares to yields of 1.76% for 10-Year U.S. Treasuries, 1.95% for AA-rated Corporate Bonds, and 4.48% for High Yield Bonds

The high relative earnings yield of the Fund is even more attractive when considering our belief that those earnings will be growing, compared to the fixed coupons provided by bonds. The median expected EPS growth rate for the stocks in the Fund for fiscal year 2013 is 16%. We believe those earnings gains are attainable even in a slow growth global economy, as the primary drivers of growth are company or industry specific.

The combination of reasonable valuations and solid expected earnings growth potential make us optimistic about the prospects for the Fund.

This commentary reflects the viewpoints of Skyline Asset Management, L.P., as of December 31, 2012 and is not intended as a forecast of guarantee of future results.

 

 

 

3


Table of Contents

 

Skyline Special Equities Portfolio

Portfolio Manager’s Comments (continued)

 

 

Cumulative Total Return Performance

The Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund on December 31, 2002 to a $10,000 investment made in the Russell 2000 ® Value Index and the Russell 2000 ® Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns for the Fund would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the Skyline Special Equities Portfolio, the Russell 2000 ® Value Index and the Russell 2000 ® Index for the same time periods ended December 31, 2012.

 

    Average Annual Total Returns 1  
    One Year     Five Years     Ten Years  

Skyline Special Equities Portfolio 2,3

    19.34     6.15     10.12 % 4  

Russell 2000 ® Value Index 5

    18.05     3.55     9.50

Russell 2000 ® Index 6

    16.35     3.56     9.72

 

 

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit our Web site at www.managersinvest.com.

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit our Web site at www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Funds are distributed by Managers Distributors, Inc., member FINRA.

1  

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of December 31, 2012. All returns are in U.S. dollars($).

2  

From time to time, the Fund’s advisor has waived it’s fees and/or absorbed Fund expenses, which has resulted in higer returns.

3  

The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products

4  

Effective after the close of business on December 31, 2007, the Fund was reorganized into the Skyline Special Equities Portfolio, a series of Managers AMG Funds. The returns shown include the performance of the predecessor Fund.

5  

The Russell 2000 ® Value Index is an unmanaged, market value weighted, value oriented index comprised of small stocks that have relatively low price to book ratios and lower forecasted growth values. Unlike the Fund, the Russell 2000 ® Value Index is unmanaged, is not available for investment, and does not incur expenses.

6  

The Russell 2000 ® Index is composed of the 2,000 smallest stocks in the Russell 3000 ® Index of the 3,000 largest U.S. companies as measured by market capitalization, and is widely regarded in the industry as the premier measure of small-cap stock performance . Unlike the Fund, the Russell 2000 ® Index is unmanaged, is not available for investment, and does not incur expenses.

The Russell 2000 ® Index and Russell 2000 ® Value Index are trademarks of Russell Investments. Russell ® is a trademark of Russell Investments.

Not FDIC insured, nor bank guaranteed. May lose value.

 

 

 

 

4


Table of Contents

 

Skyline Special Equities Portfolio

Fund Snapshots

December 31, 2012

 

 

Portfolio Breakdown (unaudited)

 

Industry

   Skyline
Special Equities
Portfolio**
    Russell
2000 ®
Value Index
    Russell
2000 ®
Index
 

Industrials

     29.3     13.1     15.5

Financials

     19.7     37.0     22.9

Information Technology

     18.5     12.1     16.6

Consumer Discretionary

     15.3     11.9     14.0

Health Care

     7.5     4.4     12.1

Energy

     4.4     6.4     6.0

Materials

     1.1     5.8     5.3

Consumer Staples

     0.8     2.5     3.5

Telecommunication Services

     0.5     0.6     0.7

Utilities

     0.0     6.2     3.4

Other Assets and Liabilities

     2.9     0.0     0.0

 

** As a percentage of net assets

Top Ten Holdings (unaudited)

 

Security Name

   %of
Net Assets
 

McGrath RentCorp*

     2.1

Symmetry Medical, Inc.

     2.1   

Triumph Group, Inc.*

     2.1   

Virtusa Corp.

     2.0   

GP Strategies Corp.*

     2.0   

Fairchild Semiconductor International, Inc.*

     2.0   

Trimas Corp.

     1.9   

Duff & Phelps Corp., Class A

     1.9   

Teleflex, Inc.*

     1.9   

Bristow Group, Inc.

     1.9   
  

 

 

 

Top Ten as a Group

     19.9
  

 

 

 

 

* Top Ten Holding at June 30, 2012
 

 

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

 

 

5


Table of Contents

 

Skyline Special Equities Portfolio

Schedule of Portfolio Investments

December 31, 2012

 

 

    Shares     Value  

Common Stocks - 97.1%

   

Consumer Discretionary - 15.3%

   

Asbury Automotive Group, Inc.*

    85,657      $ 2,743,594   

Ascena Retail Group, Inc.*

    134,000        2,477,660   

Big Lots, Inc.*

    69,900        1,989,354   

Brunswick Corp.

    109,900        3,196,991   

Drew Industries, Inc.

    101,200        3,263,700   

Gildan Activewear, Inc.

    99,500        3,639,710   

Group 1 Automotive, Inc.

    24,700        1,531,153   

La-Z-Boy, Inc.

    177,800        2,515,870   

MDC Partners, Inc., Class A

    132,800        1,500,640   

Signet Jewelers, Ltd.

    60,500        3,230,700   

Valassis Communications, Inc.

    92,800        2,392,384   

Winnebago Industries, Inc.*

    190,400        3,261,552   

Total Consumer Discretionary

      31,743,308   

Consumer Staples - 0.8%

   

Central Garden and Pet Co.*

    167,800        1,681,356   

Energy - 4.4%

   

Bristow Group, Inc.

    72,700        3,901,082   

EPL Oil & Gas, Inc.*

    158,900        3,583,195   

TETRA Technologies, Inc.*

    213,400        1,619,706   

Total Energy

      9,103,983   

Financials - 19.7%

   

Aspen Insurance Holdings, Ltd.

    66,073        2,119,622   

BancorpSouth, Inc.

    209,600        3,047,584   

BBCN Bancorp, Inc.

    211,500        2,447,055   

Berkshire Hills Bancorp, Inc.

    113,912        2,717,940   

Brookline Bancorp, Inc.

    302,400        2,570,400   

Duff & Phelps Corp., Class A

    256,200        4,001,844   

First Financial Bancorp

    163,700        2,393,294   

First Midwest Bancorp, Inc.

    250,800        3,140,016   

Hanover Insurance Group, Inc., The

    89,500        3,467,230   

Park Sterling Corp.*

    446,000        2,332,580   

Reinsurance Group of America, Inc.

    67,047        3,588,355   

Sterling Financial Corp.

    139,700        2,916,936   

Symetra Financial Corp.

    251,700        3,267,066   

Validus Holdings, Ltd.

    81,400        2,814,812   

Total Financials

      40,824,734   

Health Care - 7.5%

   

Cambrex Corp.*

    227,700        2,591,226   

Covance, Inc.*

    34,000        1,964,180   

Health Management Associates, Inc., Class A*

    296,600        2,764,312   

Symmetry Medical, Inc.*

    406,785        4,279,378   
    Shares     Value  

Teleflex, Inc.

    55,850      $ 3,982,664   

Total Health Care

      15,581,760   

Industrials - 29.3%

   

Avery Dennison Corp.

    84,200        2,940,264   

CBIZ, Inc.*

    427,875        2,528,741   

Columbus McKinnon Corp.*

    146,450        2,419,354   

CRA International, Inc.*

    157,369        3,111,185   

EnPro Industries, Inc.*

    61,300        2,507,170   

G&K Services, Inc., Class A

    106,000        3,619,900   

General Cable Corp.*

    75,021        2,281,389   

GP Strategies Corp.*

    198,346        4,095,845   

Harsco Corp.

    119,500        2,808,250   

Huron Consulting Group, Inc.*

    115,700        3,897,933   

Luxfer Holdings PLC, ADR*

    289,500        3,552,165   

Manpower, Inc.

    75,600        3,208,464   

McGrath RentCorp

    148,400        4,306,568   

Rush Enterprises, Inc., Class A*

    56,500        1,167,855   

Spirit Aerosystems Holdings, Inc., Class A*

    108,000        1,832,760   

Steelcase, Inc., Class A

    166,500        2,121,210   

Swift Transportation Co.*

    258,400        2,356,608   

Trimas Corp.*

    143,400        4,009,464   

Triumph Group, Inc.

    65,100        4,251,030   

United Rentals, Inc.*

    81,400        3,705,328   

Total Industrials

      60,721,483   

Information Technology - 18.5%

   

Actuate Corp.*

    221,100        1,238,160   

Anixter International, Inc.

    37,300        2,386,454   

Benchmark Electronics, Inc.*

    198,589        3,300,549   

Fairchild Semiconductor International, Inc.*

    284,300        4,093,920   

Integrated Silicon Solution, Inc.*

    268,900        2,420,100   

Monotype Imaging Holdings, Inc.

    227,800        3,640,244   

NeuStar, Inc., Class A*

    92,400        3,874,332   

Plantronics, Inc.

    78,600        2,897,982   

Radisys Corp.*

    326,900        974,162   

Rogers Corp.*

    44,000        2,185,040   

Rudolph Technologies, Inc.*

    175,200        2,356,440   

Sanmina Corp.*

    173,200        1,917,324   

Virtusa Corp.*

    257,701        4,234,027   

Zebra Technologies Corp., Class A*

    68,900        2,706,392   

Total Information Technology

      38,225,126   

Materials - 1.1%

   

Koppers Holdings, Inc.

    60,700        2,315,705   
 

 

 

The accompanying notes are an integral part of these financial statements.

 

6


Table of Contents

 

Skyline Special Equities Portfolio

Schedule of Portfolio Investments (continued)

 

 

    Shares     Value  

Telecommunication Services - 0.5%

   

NTELOS Holdings Corp.

    81,400      $ 1,067,154   

Total Common Stocks
(cost $167,368,045)

      201,264,609   
    Shares     Value  

Other Investment Companies - 3.3% 1

   

Dreyfus Cash Management Fund, Institutional Class Shares, 0.06% (cost $6,828,130)

    6,828,130      $ 6,828,130   

Total Investments - 100.4%
(cost $174,196,175)

      208,092,739   

Other Assets, less Liabilities - (0.4)%

      (768,537

Net Assets - 100.0%

    $ 207,324,202   
 

 

 

The accompanying notes are an integral part of these financial statements.

7


Table of Contents

 

Notes to Schedule of Portfolio Investments

 

The following footnotes and abbreviations should be read in conjuction with the Schedule of Portfolio Investments previously presented in this report.

Based on the approximate cost of investments of $175,066,062 for Federal income tax purposes at December 31, 2012, the aggregate gross unrealized appreciation and depreciation were $39,744,944 and $6,718,267, respectively, resulting in net unrealized appreciation of investments of $33,026,677.

 

* Non-income producing security.
1  

Yield shown for each investment company listed represents its December 31, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

As of December 31, 2012, the securities in the Fund were all valued using Level 1 inputs. For a detailed break-out of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments previously presented in this report. (See Note 1(a) in the Notes to Financial Statements.)

As of December 31, 2012, the Fund had no transfers between levels from the beginning of the reporting period.

Investment Definitions and Abbreviations:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

 

 

The accompanying notes are an integral part of these financial statements.

8


Table of Contents

 

Statement of Assets and Liabilities

December 31, 2012

 

 

Assets:

  

Investments at value*

   $ 208,092,739   

Receivable for investments sold

     865,917   

Dividends, interest and other receivables

     95,770   

Receivable for Fund shares sold

     65,089   

Receivable from affiliate

     25,917   

Prepaid expenses

     8,513   

Other assets

     75,053   

Total assets

     209,228,998   

Liabilities:

  

Payable for Fund shares repurchased

     338,870   

Payable for investments purchased

     1,200,910   

Accrued expenses:

  

Investment advisory and management fees

     153,663   

Administrative fees

     42,684   

Shareholder servicing fees

     42,684   

Trustees’ deferred compensation

     75,053   

Trustees’ fees

     117   

Other

     50,815   

Total liabilities

     1,904,796   

Net Assets

   $ 207,324,202   

Net Assets Represent:

  

Paid-in capital

   $ 198,366,397   

Undistributed net investment income

     130,215   

Accumulated net realized loss from investments

     (25,068,974

Net unrealized appreciation of investments

     33,896,564   

Net Assets

   $ 207,324,202   

Shares outstanding

     7,902,794   

Net asset value, offering and redemption price per share

   $ 26.23   
   $ 174,196,175   

 

* Investments at cost

 

 

The accompanying notes are an integral part of these financial statements.

9


Table of Contents

 

Statement of Operations

For the year ended December 31, 2012

 

 

Investment Income:

  

Dividend income

   $ 2,825,042 1  

Securities lending income

     11,340   

Interest income

     62   

Foreign withholding tax

     (2,630

Total investment income

     2,833,814   

Expenses:

  

Investment advisory and management fees

     1,796,690   

Administrative fees

     499,080   

Shareholder servicing fees

     499,080   

Transfer agent

     57,030   

Professional fees

     39,508   

Custodian

     27,306   

Registration fees

     26,292   

Reports to shareholders

     11,308   

Trustees fees and expenses

     9,684   

Extraordinary expense

     8,066   

Miscellaneous

     8,068   

Total expenses before offsets

     2,982,112   

Expense reimbursements

     (338,851

Expense reductions

     (51

Net expenses

     2,643,210   

Net investment income

     190,604   

Net Realized and Unrealized Gain (Loss):

  

Net realized gain on investments

     25,595,730   

Net change in unrealized appreciation (depreciation) of investments

     9,079,988   

Net realized and unrealized gain

     34,675,718   

Net increase in net assets resulting from operations

   $ 34,866,322   

 

1

Includes non-recurring dividends of $616,934.

 

 

The accompanying notes are an integral part of these financial statements.

10


Table of Contents

 

Statements of Changes in Net Assets

For the year ended December 31,

 

 

     2012     2011  

Increase (Decrease) in Net Assets From Operations:

    

Net investment income (loss)

   $ 190,604      $ (730,725

Net realized gain on investments

     25,595,730        27,946,658   

Net change in unrealized appreciation (depreciation) of investments

     9,079,988        (32,114,825

Net increase (decrease) in net assets resulting from operations

     34,866,322        (4,898,892

Capital Share Transactions:

    

Proceeds from sale of shares

     19,500,627        10,743,872   

Cost of shares repurchased

     (35,159,943     (42,631,111

Net decrease from capital share transactions

     (15,659,316     (31,887,239

Total increase (decrease) in net assets

     19,207,006        (36,786,131

Net Assets:

    

Beginning of year

     188,117,196        224,903,327   

End of year

   $ 207,324,202      $ 188,117,196   

End of year undistributed net investment income (loss)

   $ 130,215      $ (16,893
  

 

 

   

 

 

 

Share Transactions:

    

Sale of shares

     812,407        482,520   

Shares repurchased

     (1,468,780     (1,942,899

Net decrease in shares

     (656,373     (1,460,379

 

 

The accompanying notes are an integral part of these financial statements.

11


Table of Contents

 

Skyline Special Equities Portfolio

Financial Highlights

For a share outstanding throughout each year

 

 

     For the year ended December 31,  
     2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Year

   $ 21.98      $ 22.45      $ 17.80      $ 11.65      $ 19.54   

Income from Investment Operations:

          

Net investment income (loss) 1

     0.02 4       (0.08     (0.09     (0.06     (0.03

Net realized and unrealized gain (loss) on investments 1

     4.23        (0.39     4.74        6.21        (7.82

Total from investment operations

     4.25        (0.47     4.65        6.15        (7.85

Less Distributions to Shareholders from:

          

Net realized gain on investments

     —          —          —          —          (0.04

Net Asset Value, End of Year

   $ 26.23      $ 21.98      $ 22.45      $ 17.80      $ 11.65   

Total Return 2

     19.34     (2.09 )% 5       26.12 % 5       52.79     (40.15 )% 

Ratio of net expenses to average net assets

     1.32 % 6       1.32     1.32     1.32     1.32

Ratio of net investment income (loss) to average net assets 2

     0.10 % 6       (0.35 )%      (0.50 )%      (0.47 )%      (0.16 )% 

Portfolio turnover

     47     45     48     61     47

Net assets at end of year (000’s omitted)

   $ 207,324      $ 188,117      $ 224,903      $ 252,807      $ 186,189   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 3

          

Ratio of total expenses to average net assets

     1.49     1.51     1.52     1.53     1.54

Ratio of net investment loss to average net assets

     (0.07 )%      (0.54 )%      (0.70 )%      (0.68 )%      (0.38 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

Notes to Financial Highlights

 

The following footnotes should be read in conjunction with the Financial Highlights of the Fund previously presented in this report.

 

1  

Per share numbers have been calculated using average shares.

2  

Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)

3  

Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Note 1(c) of Notes to Financial Statements.)

4  

Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.05).

5  

The total return is based on the Financial Statement Net Asset Values as shown.

6  

Includes non-routine extraordinary expenses amounting to $8,066 and represents 0.004% of average net assets.

 

 

12


Table of Contents

 

Notes to Financial Statements

December 31, 2012

 

 

1. Summary of Significant Accounting Policies

The Managers AMG Funds (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different Funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report is the Skyline Special Equities Portfolio (the “Fund”). The Fund will deduct a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the redemption occurs within 30 days of the purchase of those shares. For the year ended December 31, 2012, the Fund had redemption fees amounting to $3,715.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Fund’s investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Fund (the “Board”).

Short-term investments having a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

Under certain circumstances, the value of certain Fund investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that investment in an arm’s-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors, such as future cash flows, interest rates, yield curves, volatilities,

credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Fund may use the fair value of a portfolio investment to calculate its Net Asset Value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio investment is not traded in a public market or the principal market in which the investment trades is closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (the “Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Fund may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of thinly traded securities that are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Fund’s fair value procedures.

U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

 

 

 

 

13


Table of Contents

 

Notes to Financial Statements (continued)

 

 

The three-tier hierarchy of inputs is summarized below:

Level 1 — inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 — inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

b. Security Transactions

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date. Dividend and interest income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders.

The Fund has a “balance credit” agreement with The Bank of New York Mellon (“BNYM”), the Fund’s custodian, whereby the Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to the Fund. For the year ended December 31, 2012, the custodian expense was not reduced.

Overdrafts will cause a reduction of any balance credits, computed at 2% above the effective Federal Funds rate on the day of the overdraft. For the year ended December 31, 2012, the Fund did not incur any overdraft fees.

The Fund also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby balance credits are used to offset banking charges and other out-of-

pocket expenses. For the year ended December 31, 2012, the transfer agent expense was reduced by $51.

Total returns and net investment income for the Fund would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits, but include non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses.

d. Dividends and Distributions

Dividends resulting from net investment income and distributions of capital gains, if any, normally will be declared and paid annually in December and when required for Federal excise tax purposes. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for losses deferred due to wash sales, REITS, and equalization accounting for tax purposes. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

As of December 31, 2012, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

Capital loss carryforward

   $ 24,199,087   

Undistributed ordinary income

     174,208   

Undistributed short-term capital gains

     —     

Undistributed long-term capital gains

     —     

Post-October loss deferral

     —     

e. Federal Taxes

The Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of December 31, 2012 and for all open tax years and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, the Fund is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Under the Regulated Investment Company Modernization Act of 2010, post-enactment capital losses may be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred.

 

 

 

 

14


Table of Contents

 

Notes to Financial Statements (continued)

 

 

As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f. Capital Loss Carryovers and Deferrals

As of December 31, 2012, the Fund had accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

 

    Capital Loss Carryover
Amounts
       
    Short-Term     Long-Term     Expires
December 31,
 

(Pre-Enactment)

  $ 24,199,087        —          2017   
 

 

 

   

 

 

   

 

 

 

For the year ended December 31, 2012, the Fund utilized capital loss carryovers in the amount of $25,234,525.

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Fund in connection with the issuance of shares is based on the valuation of those securities in accordance with the Fund’s policy on investment valuation.

At December 31, 2012, certain unaffiliated shareholders of record, specifically omnibus accounts, individually held greater than 10% of the outstanding shares of the Fund as follows: two collectively own 43%. Transactions by these shareholders may have a material impact on the Fund.

2. Agreements and Transactions with Affiliates

The Trust has entered into an investment management agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Investment Manager selects subadvisors for the Fund (subject to Board approval) and monitors the subadvisor investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by Skyline Asset Management, L.P. which serves pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the year ended December 31, 2012, the annual investment management fee rate, as a percentage of average daily net assets, was 0.90%.

The Investment Manager has contractually agreed, until at least May 1, 2013, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transaction costs,

acquired fund fees and expenses, and extraordinary items) to 1.32% of the Fund’s average daily net assets.

The Fund is obligated to repay the Investment Manager such amounts waived, paid or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s total operating expenses in any such future year to exceed the Fund’s expense cap. For the year ended December 31, 2012, the Fund’s components of reimbursement are detailed in the following chart:

 

Reimbursement Available - 12/31/11

   $ 1,263,473   

Additional Reimbursements

     338,851   

Repayments

     —     

Expired Reimbursements

     (421,278
  

 

 

 

Reimbursement Available - 12/31/12

   $ 1,181,046   
  

 

 

 

The Fund has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Fund’s operations, including administration and shareholder services to the Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as an intermediary with the Fund’s shareholders. The Fund pays a fee to the Administrator at the rate of 0.25% per annum of the Fund’s average daily net assets for this service.

The aggregate annual retainer paid to each Independent Trustee of the Board is $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional payment of $8,000 per year. The Trustees fees and expenses are allocated among all of the Funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial statements represent the Fund’s allocated portion of the total fees and expenses paid by the Managers Funds.

Beginning January 1, 2013, the annual retainer paid to each Independent Trustee of the Board will be $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts will receive an additional payment of $25,000 per year. The Chairman of the Audit Committee will receive an additional payment of $10,000 per year.

Prior to December 31, 2007, the Predecessor Fund provided a deferred compensation plan for its Trustees who are not officers, limited partners or shareholders of limited partners of the Advisor. Under the deferred compensation plan, Trustees could elect to defer all or a portion of their compensation. Amounts deferred were retained by the Fund, represented an unfunded obligation of the Fund, and to the extent permitted by the Investment Company Act of 1940, as amended, may be invested in the common shares of the Fund, as selected by the Trustees. These shares were held by the Advisor on behalf of the Fund, the value of which is reflected in

 

 

 

 

15


Table of Contents

 

Notes to Financial Statements (continued)

 

 

“Other assets” on the Statement of Assets and Liabilities at December 31, 2012. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the Fund’s net asset value. At December 31, 2012, the unrealized appreciation on these shares amounted to $20,303.

The Fund is distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the distributor and underwriter for the Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold directly to prospective purchasers through brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangement discussed below, generally MDI bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

Additional expenses to the Fund include payments to third parties who maintain omnibus accounts; these payments to third parties represent shareholder recordkeeping services and are expected not to exceed 0.25% of the Fund’s average daily net assets. The actual expense and the impact on the expense ratio for the year ended December 31, 2012 was $499,080 or 0.25%.

The Securities and Exchange Commission granted an exemptive order that permits the Fund to lend and borrow money for certain temporary purposes directly to and from other eligible Managers Funds. Participation in this interfund lending program is voluntary for both borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Investment Manager administers the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating Funds. For the year ended December 31, 2012, the Fund lent to other Managers Funds varying amounts not exceeding $970,009 for 3 days earning interest of $62. The interest earned is included in the Statement of Operations as interest income. At December 31, 2012, the Fund had no loans outstanding.

3. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the year ended December 31, 2012, were $91,702,305 and $108,089,858, respectively. There were no purchases or sales of U.S. Government obligations for the Fund.

4. Portfolio Securities Loaned

The Fund participates in a securities lending program offered by BNYM (the “Program”), providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the program, and the Fund,

according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and/or government securities and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Fund is indemnified for such losses by BNYM. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Collateral received in the form of cash is invested temporarily in the BNY Mellon Overnight Government Fund, or other short-term investments as defined in the Securities Lending Agreement with BNYM. For the year ended December 31, 2012, the Fund participated in the program.

5. Commitments and Contingencies

In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund had no prior claims or losses and expects the risk of material loss to be remote.

6. New Accounting Pronouncements

In December 2011, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011- 11 “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards (“IFRS”). The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the Statement of Assets and Liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the Fund’s financial statements and disclosures.

7. Subsequent Events

The Fund has determined that no material events or transactions occurred through the issuance date of the Fund’s financial statements, which require additional disclosure in or adjustment of the Fund’s financial statements.

 

 

 

 

16


Table of Contents

 

Notes to Financial Statements (continued)

 

 

 

Tax Information (unaudited)

Skyline Special Equities Portfolio hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation act of 2003. The 2012 Form 1099-DIV you receive for the Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, Skyline Special Equities Portfolio hereby designates $0, as a capital gain distribution with respect to the taxable year ended December 31, 2012, or if subsequently determined to be different, the net capital gains of such fiscal year.

 

 

 

 

17


Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Managers AMG Funds and the Shareholders of Skyline Special Equities Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Skyline Special Equities Portfolio (the “Fund”) at December 31, 2012, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2013

 

 

18


Table of Contents

 

Trustees and Officers

 

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.

 

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

 

Name, Date of Birth, Number

of Funds Overseen in Fund
Complex*

 

Principal Occupation(s) During Past 5
Years and Other Directorships Held by
Trustee

Bruce B. Bingham, 12/01/48

 

•    Trustee since 2012

 

•    Oversees 37 Funds in  Fund Complex

  Partner, Hamilton Partners (real estate development firm)(1987 - Present).

William E. Chapman, II, 9/23/41

 

•    Independent Chairman

 

•    Trustee since 1999

 

•    Oversees 37 Funds in  Fund Complex

  President and Owner, Longboat Retirement Planning Solutions (1998 - Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002 - 2009); Trustee of Bowdoin College (2002 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Edward J. Kaier, 9/23/45

 

•    Trustee since 1999

 

•    Oversees 37 Funds in  Fund Complex

  Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007 - Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977 - 2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Steven J. Paggioli, 4/3/50

 

•    Trustee since 2004

 

•    Oversees 37 Funds in Fund Complex

  Independent Consultant (2002 - Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986 - 2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990 - 2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991 - 2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 - Present); Trustee of Aston Funds (26 portfolios).

Eric Rakowski, 6/5/58

 

•   Trustee since 1999

 

•   Oversees 37 Funds in Fund Complex

  Professor, University of California at Berkeley School of Law (1990 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Thomas R. Schneeweis, 5/10/47

 

•   Trustee since 2004

 

•   Oversees 37 Funds in Fund Complex

  Professor of Finance, University of Massachusetts (1977 - Present); Director, CISDM at the University of Massachusetts, (1996 - Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001 - Present); Partner, S Capital Management, LLC (2007 - Present); President, TRS Associates (1982 - Present); Partner, White Bear Partners, LLC (2007 - 2010); Partner, Northampton Capital Management, LLC (2004 - 2010); Trustee of Aston Funds (26 portfolios).

 

* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

Interested Trustees

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.

Name, Date of Birth, Number of
Funds Overseen in Fund
Complex*

 

Principal Occupation(s) During Past 5
Years and Other Directorships Held by
Trustee

Christine C. Carsman, 4/2/52

 

•    Trustee since 2011

 

•    Oversees 37 Funds in  Fund Complex

  Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011 - Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007 - 2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004 - 2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004 - 2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995 - 2004).

 

Officers

 

Name, Date of Birth, Position(s)
Held with Fund and Length of
Time Served

 

Principal Occupation(s) During Past 5
Years

Keitha L. Kinne, 5/16/58

 

•    President since 2012

 

•    Chief Operating Officer  since 2007

  Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007 - Present); Chief Investment Officer, Managers Investment Group LLC (2008 - Present); President, Managers Distributors, Inc. (2012 - Present); Chief Operating Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Managing Director, Legg Mason & Co., LLC (2006 - 2007); Managing Director, Citigroup Asset Management (2004 - 2006).

Lewis Collins, 2/22/66

 

•    Secretary since 2011

 

•    Chief Legal Officer since 2011

  Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010 - Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006 - 2010); Senior Counsel, Affiliated Managers Group, Inc. (2002 - 2006); Attorney, Ropes & Gray LLP (1998 - 2002).

Donald S. Rumery, 5/29/58

 

•   Chief Financial Officer since 2007

 

•   Treasurer since 1999

  Senior Vice President, Managers Investment Group LLC (2005 - Present); Treasurer, The Managers Funds (1995 - Present); Treasurer, Managers Trust I and Managers Trust II (2000 - Present); Chief Financial Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000 - 2012); Vice President, The Managers Funds LLC (1994 - 2004).

John J. Ferencz, 3/09/62

 

•    Chief Compliance  Officer since 2010

  Vice President, Legal and Compliance, Managers Investment Group LLC (2010 - Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005 - 2010).

Michael S. Ponder, 9/12/73

 

•    Assistant Secretary since  2011

  Senior Vice President and Counsel, Managers Investment Group LLC (2011 - Present); Attorney, DeNovo Legal (2009 - 2010); Vice President, Credit Suisse (2007 - 2009); Associate, Willkie Farr & Gallagher LLP (2006 - 2007).

Matthew B. Wallace, 11/24/80

 

•    Anti-Money Laundering  Compliance Officer

  Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012 - Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010 - 2012); Compliance Specialist, Calamos Advisors LLC (2007 - 2010).
 

 

 

 

 

19


Table of Contents

 

Investment Manager and Administrator

Managers Investment Group LLC

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

Distributor

Managers Distributors, Inc.

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

Subadvisor

Skyline Asset Management, L.P.

120 South LaSalle Street, Suite 1320

Chicago, IL 60603

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

Legal Counsel

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Managers

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

 

 

 

LOGO

 


Table of Contents

M ANAGERS AND M ANAGERS AMG F UNDS

 

E QUITY F UNDS

        

B ALANCED F UNDS

 

C ADENCE C APITAL A PPRECIATION

 

    

 

 

S KYLINE S PECIAL E QUITIES

   

 

C HICAGO E QUITY P ARTNERS B ALANCED

C ADENCE M ID -C AP

   

P ORTFOLIO

   

Chicago Equity Partners, LLC

C ADENCE E MERGING C OMPANIES

Cadence Capital Management, LLC

 

E SSEX S MALL /M ICRO C AP G ROWTH

Essex Investment Management Co., LLC

 

FQ T AX -M ANAGED U.S. E QUITY

FQ U.S. E QUITY

First Quadrant, L.P.

 

F RONTIER S MALL C AP G ROWTH

Frontier Capital Management Company, LLC

 

GW&K S MALL C AP E QUITY

Gannett Welsh & Kotler, LLC

 

M ICRO -C AP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

 

R EAL E STATE S ECURITIES

Urdang Securities Management, Inc.

 

R ENAISSANCE L ARGE C AP G ROWTH

Renaissance Group LLC

   

Skyline Asset Management, L.P.

 

S PECIAL E QUITY

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

 

S YSTEMATIC V ALUE

S YSTEMATIC M ID C AP V ALUE

Systematic Financial Management, L.P.

 

T IMES S QUARE I NTERNATIONAL S MALL C AP F UND

T IMES S QUARE M ID C AP G ROWTH

T IMES S QUARE S MALL C AP G ROWTH

TSCM G ROWTH E QUITY

TimesSquare Capital Management, LLC

 

T RILOGY G LOBAL E QUITY

T RILOGY E MERGING M ARKETS E QUITY

T RILOGY I NTERNATIONAL S MALL C AP

Trilogy Global Advisors, L.P.

 

Y ACKTMAN F UND

Y ACKTMAN F OCUSED F UND

Yacktman Asset Management L.P.

   

 

A LTERNATIVE F UNDS

 

FQ G LOBAL A LTERNATIVES

FQ G LOBAL E SSENTIALS

First Quadrant, L.P.

 

I NCOME F UNDS

 

B OND (M ANAGERS )

G LOBAL I NCOME O PPORTUNITY

Loomis, Sayles & Co., L.P.

 

B OND (M ANAGERS PIMCO)

Pacific Investment Management Co. LLC

 

C ALIFORNIA I NTERMEDIATE T AX -F REE

Miller Tabak Asset Management LLC

 

GW&K F IXED I NCOME F UND

GW&K M UNICIPAL B OND

GW&K M UNICIPAL E NHANCED Y IELD B OND

Gannett Welsh & Kotler, LLC

 

H IGH Y IELD

J.P. Morgan Investment Management LLC

 

I NTERMEDIATE D URATION G OVERNMENT

S HORT D URATION G OVERNMENT

Smith Breeden Associates, Inc.

 

 

 

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by Managers Distributors, Inc., member FINRA.

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) Web site at www. sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.

 

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

 

    LOGO

www.managersinvest.com

 

LOGO


Table of Contents

 

LOGO


Table of Contents

Managers AMG Funds

 

Annual Report — December 31, 2012

 

TABLE OF CONTENTS

   Page  

LETTER TO SHAREHOLDERS

     1   

ABOUT YOUR FUND’S EXPENSES

     2   

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULES OF PORTFOLIO INVESTMENTS

  

GW&K Small Cap Equity Fund

     3   

GW&K Municipal Enhanced Yield Fund

     9   

GW&K Municipal Bond Fund

     18   

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS

     27   

FINANCIAL STATEMENTS

  

Statement of Assets and Liabilities

     29   

Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts

  

Statement of Operations

     30   

Detail of sources of income, expenses, and realized and unrealized gains (losses) during the year

  

Statements of Changes in Net Assets

     31   

Detail of changes in assets for the past two years

  

FINANCIAL HIGHLIGHTS

     32   

Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

  

NOTES TO FINANCIAL STATEMENTS

     38   

Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     45   

TRUSTEES AND OFFICERS

     46   

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.

 


Table of Contents

Letter to Shareholders

 

 

Dear Shareholder:

Thank you for your investment in The Managers Funds. Our foremost goal at Managers Investment Group (MIG) is to provide investment products and solutions that help our shareholders and clients successfully reach their investment goals and objectives. We do this by offering a broad selection of funds managed by a collection of Affiliated Managers Group’s (AMG) Affiliate investment boutiques, along with a complementary series of open-architecture mutual funds.

The past year has been an exciting one for us at MIG. In connection with AMG’s investment in Yacktman Asset Management (“Yacktman”), MIG partnered with Yacktman in reorganizing the Yacktman Focused Fund and the Yacktman Fund into The Managers Funds. The addition of the Yacktman Funds to our platform brought our total assets under management to over $25 billion at the end of 2012.

Additionally, in an effort to better meet our shareholders’ needs as well as bring consistency across our funds, we restructured our share class offerings across many of our Funds, which included discontinuing certain share classes with sales charges (commonly called sales loads). As a result, many of our Funds now offer three No Load share classes — Investor, Service, and Institutional Share Classes. We believe this simplified structure makes it easier for our clients as well as Financial Advisors to select the appropriate share class to match their needs.

During 2012, we also executed on other changes to certain Funds, which included reducing expense ratios on several Funds to ensure that our offerings remain competitive and affordable for our clients.

As we enter into 2013, both known and unknown risks remain to the global economy and its growth prospects. Nevertheless, we remain optimistic that the collective fiscal and monetary efforts undertaken over the past several years will continue to have a positive impact on the global economy. In the meantime, we remain confident that our Funds are well positioned to weather an uncertain economic environment.

We thank you for your continued confidence and investment in The Managers Funds. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit.

 

Respectfully,
LOGO
Keitha Kinne
President
The Managers Funds

 

1


Table of Contents

 

About Your Fund’s Expenses

 

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your on going costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended December 31, 2012

  Expense
Ratio
for the
Period
    Beginning
Account
Value
07/01/2012
    Ending
Account
Value
12/31/2012
    Expenses
Paid
During
the
Period*
 

GW&K Small Cap Equity Fund

       

Investor Class Shares

       

Based on Actual Fund Return

    1.41   $ 1,000      $ 1,076      $ 7.36   

Hypothetical (5% return before expenses)

    1.41   $ 1,000      $ 1,018      $ 7.15   

Service Class Shares

       

Based on Actual Fund Return

    1.22   $ 1,000      $ 1,077      $ 6.37   

Hypothetical (5% return before expenses)

    1.22   $ 1,000      $ 1,019      $ 6.19   

Institutional Class Shares

       

Based on Actual Fund Return

    0.95   $ 1,000      $ 1,078      $ 4.96   

Hypothetical (5% return before expenses)

    0.95   $ 1,000      $ 1,020      $ 4.82   

GW&K Municipal Enhanced Yield Fund

       

Investor Class Shares

       

Based on Actual Fund Return

    1.13   $ 1,000      $ 1,054      $ 5.83   

Hypothetical (5% return before expenses)

    1.13   $ 1,000      $ 1,019      $ 5.74   

Service Class Shares

       

Based on Actual Fund Return

    0.85   $ 1,000      $ 1,055      $ 4.39   

Hypothetical (5% return before expenses)

    0.85   $ 1,000      $ 1,021      $ 4.32   

Institutional Class Shares

       

Based on Actual Fund Return

    0.64   $ 1,000      $ 1,055      $ 3.31   

Hypothetical (5% return before expenses)

    0.64   $ 1,000      $ 1,022      $ 3.25   

GW&K Municipal Bond Fund

       

Investor Class Shares

       

Based on Actual Fund Return

    0.76   $ 1,000      $ 1,030      $ 3.88   

Hypothetical (5% return before expenses)

    0.76   $ 1,000      $ 1,021      $ 3.86   

Service Class Shares

       

Based on Actual Fund Return

    0.54   $ 1,000      $ 1,030      $ 2.76   

Hypothetical (5% return before expenses)

    0.54   $ 1,000      $ 1,022      $ 2.75   

Institutional Class Shares

       

Based on Actual Fund Return

    0.34   $ 1,000      $ 1,031      $ 1.74   

Hypothetical (5% return before expenses)

    0.34   $ 1,000      $ 1,023      $ 1.73   

 

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 366.
 

 

 

2


Table of Contents

 

GW&K Small Cap Equity Fund

Portfolio Manager’s Comments

 

 

THE YEAR IN REVIEW

For the fiscal year ending December 31, 2012, the GW&K Small Cap Equity Fund (Investor Class) (the “Fund”) returned 14.45%, underperforming the Russell 2000 ® Index, which returned 16.35%, and the Russell 3000 ® Index, which returned 16.42%. Please note that this Fund has multiple share classes. Performance for all classes can be found on the Fund’s performance page at www.managersinvest.com.

Another revolution around the sun has returned investors to that arbitrary but useful moment of reflection known as New Year’s Day. Since reflection and rumination are not frequent activities in our current frenetic culture, we may as well take this opportunity to pause and consider what conditions remain entrenched and what has changed as we enter 2013. For equity investors, there are some constancies that have developed since 2008 that still remain entrenched. After a seasonal burst out of the gates in the first quarter of last year, the domestic economy now appears to be merely healthy if not robust. GDP growth and job creation are occurring but at lower levels than we need to change the picture dramatically. Monetary policy is alarmingly accommodative the world over. Our government still spends more than it takes in by a long shot and elected leaders have not developed a plan to address the structural demographic issues in our entitlement programs. Europe has seen their economy essentially go sideways and also appears to have long-term debt issues that have not been addressed. China, the global growth engine the world needs to keep humming, has seen an apparent slowdown in economic growth to somewhere between the mid and high single-digit range.

So what is different in January 2013? Certainly one of the most obvious positive changes for 2012 compared to 2011 was absolute performance in the equity markets. The S&P 500 Index returned about 16.0% during 2012, while the small cap Russell 2000 ® Index finished up 16.4%. The Russell 2000 ® Value Index outperformed the Russell 2000 ® Growth Index 18.1% to 14.6% during the year, another change after Growth’s better numbers over the past 2-3 years. Value outperformed by a dramatic 270 basis points in the fourth quarter. So in addition to better absolute numbers, 2012 and particularly the fourth quarter results indicate a change in tone as small cap and value outperform. Only time will tell if this is merely an early creep of the January effect on the calendar, although we suspect there is something more fundamental afoot.

On a sector basis in 2012, the small-cap market was driven by great performance in the materials, consumer discretionary, financials and industrials sectors. While consumer discretionary has been a leading sector since the market bottom in early 2009, financials have lagged the small-cap market each of the past three years and materials was actually the worst performer in 2011. Until 2012, the industrials sector was an average performer off the early 2009 bottom. One common linkage between many of these sectors is their exposure to the residential real estate cycle. As home prices have started to stabilize and move higher and sales activity has increased, homebuilders, banks and construction related stocks have all done exceptionally well. Sectors with more stable earnings streams, such as consumer staples and utilities, delivered positive but muted returns for 2012 after leading the market in 2011. Information

technology delivered below index results for the second year in a row. We believe this sector is digesting strong results from 2009-10 as well as industry specific demand transitions and perhaps perceived higher exposure to European and U.S. Government revenues.

Examining small-cap performance by factor shows that that once again change was in the air. Beginning in 2009, as we have emerged from the credit crisis, the beta factor was the most important determinant of equity returns. Beta was strongly in favor for most of 2009 and 2010, but became a negative driver of returns in 2011. In 2012, we are happy to report that index returns around beta quintiles were largely irrelevant, although higher beta stocks were slightly favored. This is a healthy development, as stock returns are becoming more independent and hopefully related to fundamentals rather than simply risk on or risk off forces. Some factors within the Russell 2000 ® that were more conclusive were valuation and leverage. Investors demonstrated a strong preference for stocks in the lowest P/E quintile (P/E < 12.3) and for those with the highest levels of leverage. We believe this trend has numerous drivers, including sector/industry performance (strong returns from materials, REITs, airlines, thrifts, auto components, etc.), wide open credit markets and moderating earnings growth overall. The latter two factor trends were also very much in place during the fourth quarter. Interestingly, high beta was much more in favor during the fourth quarter, although the Index’s return was not high on an absolute basis.

As mentioned above, the Fund finished the year below the benchmark. On a sector attribution basis, our best relative performers in 2012 came from energy, technology and Industrials. Our largest holding at year end, an energy stock, drove returns in that sector as the company announced strong well results that pushed the stock higher throughout the second half of the year. In technology, we had seven holdings return over 20 percent in a sector that barely posted a 10 percent return for the year. In industrials six holdings delivered returns above 30 percent, which boosted results in that group. Our disappointments for the year came mostly from two sectors: financials and materials. In financials mostly solid performance was muted by several challenged holdings and an underexposure to the strong performing REIT group. Investors appeared to prefer riskier names in the bank and thrift segments with more recovery potential than our holdings to the real estate market cycle. The materials sector saw many highly leverage names levitate on hopes of a recovery in construction and paper/packaging end markets. Most of our holdings are much more conservatively positioned and thereby underperformed the hot sector. In addition, we had one name in this group which delivered very disappointing earnings news that clipped one quarter of the company’s value. We expect changes in this sector in the year ahead.

Factor attribution for the year was not dramatic, but certainly was a slight tailwind we had to fight against. The minimal preference for high beta, but more importantly the strong outperformance of the lowest valuation stocks and the highest leverage stocks, left our Portfolio disadvantaged given our preference for more moderate measurements on all three factors. However, we look upon the diminished impact of the factor attribution compared to past years

 

 

 

 

3


Table of Contents

 

GW&K Small Cap Equity Fund

Portfolio Manager’s Comments (continued)

 

 

very favorably, with the belief that it likely indicates a healthier market environment in the future.

To conclude, we present several changes we see in the environment that we believe bode well for small-cap investors. In the U.S., Fed action and the passage of time have finally allowed for improvement in the residential housing prices and activity. This segment of the economy is likely to be a welcomed tailwind to job and GDP growth in 2013. Additionally, continued successful energy exploration domestically acts as a positive catalyst in several ways. First, given that many of these new plays are in geographies that have not been hotbeds of energy production, the industry needs to invest in infrastructure to transport gas and liquids to market. Second, the additional supply of these commodities should put downward pressure on their market prices, which is a boon to both consumers and manufacturers. A final new development to the current market conditions is the calming of past seasonal patterns and asset class correlations as we have emerged from the debt crisis. While we have experienced a first quarter rush and third quarter swoon in each of the last three years, the variation and its impact on markets has muted. Additionally, there appears to be less “risk on versus risk off” trading behavior, or at minimum, a shifting of the relationships as the global economy mends the giant rifts that occurred in 2007-2008. While hard to quantify, we look on all of these developments

as positive signals that markets are in the process of normalizing. We believe the economy will continue to improve and equities are the best way for investors to position in this environment given their moderate valuations and the lack of attractive alternatives. To be sure, there will continue to be greater than normal systemic concerns and certainly bumps in the markets will reflect these fears. We will continue to look for ways to adjust the Portfolio to take advantage of these opportunities as they arise.

CUMULATIVE TOTAL RETURN PERFORMANCE

GW&K Small Cap Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV) and assumes that all dividends and distributions were reinvested. The chart compares a hypothetical $10,000 investment made in GW&K Small Cap Equity Fund — Investor Class on December 31, 2002, to a $10,000 investment made in the Russell 2000 ® Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

 

 

 

4


Table of Contents

 

GW&K Small Cap Equity Fund

Portfolio Manager’s Comments (continued)

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

 

LOGO

The table below shows the average annual total returns for the GW&K Small Cap Equity Fund and the Russell 2000 ® Index for the same time periods ended December 31, 2012.

 

     Average Annual Total Returns 1  
     One
Year
    Five
Years
    Ten
Years
    Since
Inception
    Inception
Date
 

GW&K Small Cap Equity Fund 2,3,4

          

Investor Class

     14.45     4.58     8.42     6.79     12/10/96   

Service Class

     14.74     —          —          17.14     7/27/09   

Institutional Class

     14.90     —          —          17.37     7/27/09   

Russell 2000 ® Index 5

     16.35     3.56     9.72     6.86     12/10/96  

    

  

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit www.managersinvest.com.

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Funds are distributed by Managers Distributors, Inc., member FINRA.

 

 

Date reflects inception date of the Fund, not the index.

1  

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are the average annual return. The listed returns on the Fund are net of expenses and based on the published NAV as of December 31, 2012. All returns are in U.S. dollars ($).

2  

From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

3  

The performance information shown, as represented by the performance of the Fund’s Investor Class shares (formerly Class A shares), includes that of the predecessor Fund, the BNY Hamilton Multi-Cap Equity Fund, a series of BNY Hamilton Funds, Inc. which was reorganized into the GW&K Multi-Cap Equity Fund, a series of Managers AMG Funds, as of the close of business on November 7, 2008.

4  

The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

5  

The Russell 2000 ® Index is composed of the 2,000 smallest stocks in the Russell 3000 ® Index and is widely regarded in the industry as the premier measure of small-cap stock performance. The Russell 3000 ® Index is composed of the 3,000 largest U.S. companies as measured by market capitalization, and represents about 98% of the U.S. stock market. The Russell 2000 ® Index and the Russell 3000 ® Index are unmanaged, are not available for investment, and do not incur expenses.

The Russell 2000 ® Index is a registered trademark of Russell Investments. Russell ® is a trademark of Russell Investments.

Not FDIC insured, nor bank guaranteed. May lose value.

 

 

 

5


Table of Contents

 

GW&K Small Cap Equity Fund

Fund Snapshots

December 31, 2012

 

Portfolio Breakdown (unaudited)

 

Industry

   GW&K
Small
Cap
Equity
Fund**
    Russell
2000 ®
Index
 

Financials

     19.6     22.9

Industrials

     18.9     15.5

Information Technology

     18.9     16.6

Consumer Discretionary

     13.8     14.0

Health Care

     13.5     12.1

Energy

     4.8     6.0

Materials

     3.1     5.3

Utilities

     2.9     3.4

Consumer Staples

     2.4     3.5

Exchange Traded Funds

     1.1     0.0

Telecommunications Services

     0.0     0.7

Other Assets and Liabilities

     1.0     0.0

 

** As a percentage of net assets
 

 

Top Ten Holdings (unaudited)

 

Security Name

   % of
Net Assets
 

Gulfport Energy Corp.

     2.6

Signature Bank*

     2.5   

Middleby Corp.*

     2.4   

Group 1 Automotive, Inc.

     2.3   

Cleco Corp.*

     2.0   

FEI Co.

     1.9   

ICU Medical, Inc.*

     1.9   

Portfolio Recovery Associates, Inc.

     1.9   

Tyler Technologies, Inc.

     1.9   

Mid-America Apartment Communities, Inc.*

     1.8   
  

 

 

 

Top Ten as a Group

     21.2
  

 

 

 

 

* Top Ten Holding at June 30, 2012
 

 

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

 

 

6


Table of Contents

 

GW&K Small Cap Equity Fund

Schedule of Portfolio Investments

December 31, 2012

 

 

    Shares     Value  

Common Stocks - 97.9%

   

Consumer Discretionary - 13.8%

   

BJ’s Restaurants, Inc.*

    18,285      $ 601,576   

Grand Canyon Education, Inc.*

    79,385        1,863,166   

Group 1 Automotive, Inc.

    38,835        2,407,382   

Hibbett Sports, Inc.*

    28,680        1,511,436   

Life Time Fitness, Inc.*

    36,965        1,819,048   

Monro Muffler Brake, Inc.

    17,615        615,997   

Ryland Group, Inc., The

    48,320        1,763,680   

Steiner Leisure, Ltd.*

    20,460        985,967   

Texas Roadhouse, Inc.

    83,885        1,409,268   

Tupperware Brands Corp.

    22,320        1,430,712   

Total Consumer Discretionary

      14,408,232   

Consumer Staples - 2.4%

   

Harris Teeter Supermarkets, Inc.

    38,710        1,492,658   

WD-40 Co.

    20,960        987,426   

Total Consumer Staples

      2,480,084   

Energy - 4.8%

   

Dril-Quip, Inc.*

    20,655        1,508,848   

Gulfport Energy Corp.*

    71,190        2,720,882   

Tesco Corp.*

    67,570        769,622   

Total Energy

      4,999,352   

Financials - 19.6%

   

American Campus Communities, Inc.

    38,300        1,766,779   

Cohen & Steers, Inc.

    49,515        1,508,722   

Glacier Bancorp, Inc.

    87,200        1,282,712   

Iberiabank Corp.

    29,565        1,452,233   

MarketAxess Holdings, Inc.

    53,220        1,878,666   

Mid-America Apartment Communities, Inc.

    29,105        1,884,549   

National Health Investors, Inc.

    26,870        1,518,961   

Pebblebrook Hotel Trust

    45,825        1,058,557   

ProAssurance Corp.

    37,950        1,601,110   

Signature Bank*

    37,160        2,650,994   

Stifel Financial Corp.*

    51,130        1,634,626   

SVB Financial Group*

    25,155        1,407,925   

Umpqua Holdings Corp.

    65,255        769,356   

Total Financials

      20,415,190   

Health Care - 13.5%

   

Acadia Healthcare Co., Inc.*

    1,800        41,994   

Air Methods Corp.

    38,820        1,432,070   

Cubist Pharmaceuticals, Inc.*

    38,110        1,602,907   

Hanger, Inc.*

    60,680        1,660,205   

HMS Holdings Corp.*

    62,580        1,622,074   

ICU Medical, Inc.*

    32,575        1,984,795   
    Shares     Value  

IPC The Hospitalist Co., Inc.*

    32,020      $ 1,271,514   

Landauer, Inc.

    15,105        924,577   

Medidata Solutions, Inc.*

    21,400        838,666   

United Therapeutics Corp.*

    20,700        1,105,794   

West Pharmaceutical Services, Inc.

    29,085        1,592,404   

Total Health Care

      14,077,000   

Industrials - 18.9%

   

CLARCOR, Inc.

    38,680        1,848,130   

Corporate Executive Board Co., The

    28,515        1,353,322   

Healthcare Services Group, Inc.

    64,910        1,507,859   

Heartland Express, Inc.

    113,420        1,482,399   

II-VI, Inc.*

    55,405        1,012,249   

Middleby Corp.*

    19,275        2,471,248   

Nordson Corp.

    28,190        1,779,353   

Portfolio Recovery Associates, Inc.*

    18,465        1,973,170   

RBC Bearings, Inc.*

    35,220        1,763,465   

Ritchie Bros. Auctioneers, Inc.

    49,805        1,040,426   

Toro Co., The

    37,465        1,610,246   

Universal Forest Products, Inc.

    29,150        1,108,866   

US Ecology, Inc.

    35,225        829,196   

Total Industrials

      19,779,929   

Information Technology - 18.9%

   

Blackbaud, Inc.

    48,990        1,118,442   

Cardtronics, Inc.*

    46,675        1,108,064   

Cavium, Inc.*

    31,560        984,988   

Cognex Corp.

    41,905        1,542,942   

Cohu, Inc.

    59,350        643,354   

CoStar Group, Inc.*

    13,850        1,237,774   

FEI Co.

    36,395        2,018,467   

Harmonic, Inc.*

    128,675        652,382   

Hittite Microwave Corp.*

    29,870        1,854,927   

NIC, Inc.

    75,630        1,235,794   

Power Integrations, Inc.

    29,530        992,503   

PROS Holdings, Inc.*

    54,155        990,495   

Rofin-Sinar Technologies, Inc.*

    47,910        1,038,689   

SciQuest, Inc.*

    40,635        644,471   

Solera Holdings, Inc.

    22,465        1,201,204   

Sourcefire, Inc.*

    10,600        500,532   

Tyler Technologies, Inc.*

    39,720        1,924,037   

Total Information Technology

      19,689,065   

Materials - 3.1%

   

Compass Minerals International, Inc.

    12,925        965,627   

Schnitzer Steel Industries, Inc., Class A

    17,390        527,439   
 

 

 

The accompanying notes are an integral part of these financial statements.

7


Table of Contents

 

GW&K Small Cap Equity Fund

Schedule of Portfolio Investments (continued)

 

 

    Shares     Value  

Materials - 3.1% (continued)

   

Silgan Holdings, Inc.

    42,760      $ 1,778,388   

Total Materials

      3,271,454   

Utilities - 2.9%

   

Cleco Corp.

    51,495        2,060,315   

NorthWestern Corp.

    29,090        1,010,296   

Total Utilities

      3,070,611   

Total Common Stocks
(cost $87,906,130)

      102,190,917   

Exchange Traded Funds - 1.1%

   

Clearbridge Energy MLP Fund, Inc.

    21,265        489,733   
    Shares     Value  

Tortoise Energy Infrastructure Corp.

    18,225      $ 692,368   

Total Exchange Traded Funds
(cost $1,071,196)

      1,182,101   

Other Investment Companies - 0.9% 1

   

Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%
(cost $955,417)

    955,417        955,417   

Total Investments - 99.9%
(cost $89,932,743)

      104,328,435   

Other Assets, less Liabilities - 0.1%

      103,381   

Net Assets - 100.0%

    $ 104,431,816   
 

 

 

The accompanying notes are an integral part of these financial statements.

8


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Portfolio Manager’s Comments

 

 

THE YEAR IN REVIEW

For the year ended December 31, 2012, the GW&K Municipal Enhanced Yield Fund (Institutional Class) (the “Fund”) returned 14.13%, outperforming Barclays U.S. Municipal Bond BAA Index (the “Index”), which returned 9.80%.

The Fund outperformed its benchmark, the Barclays U.S. Municipal Bond BAA, while generating strong absolute returns as well. Our longer duration against the Index helped as rates declined in 2012. Looking forward, wide credit spreads and a steep yield curve continue to highlight the relative attractiveness of this strategy which boosts yields approximately 140 basis points higher than the intermediate space.

New issue volume for the year rebounded from the decade-low levels of 2011, but the nature of that issuance had important implications for market performance. A massive increase in refinancing pushed total issuance 30% above last year. But new money borrowing was actually down slightly, continuing a move toward austerity that we’ve seen since the market melt-down of a few years ago. Because refunding debt tends to be shorter than new money issuance, the long-end benefitted from a relative scarcity of supply. With investors simultaneously reaching for income further out, the yield curve, long-term municipal bonds were able to post double-digit returns for the year.

Concerns over municipal credit quality were muted in 2012 as a slow-building recovery continued to stabilize fundamentals. States reported consistent, if unspectacular, growth in tax revenues and default levels once again declined on a year-over-year basis. Going forward, pension reform and a reduction in federal spending will be major focuses on the credit front. While most states have already implemented some form of pension relief, regulatory changes in the way liabilities are reported will result in funded ratios that appear worse than official figures, prompting many legislatures to consider further measures. Keep in mind, however, that the magnitude of pension pressures differs dramatically by state based on funded status, flexibility to navigate state pension laws and political willingness to tackle the problem. Another issue for states is the inevitable drop in federal aid given the broader desire to rein in the U.S. budget deficit. The trickle-down effect of reduced federal spending means states must remain vigilant with regard to budget discipline.

As we head into 2013, technicals should remain a meaningful tailwind to the market. Supply estimates point to only a small increase over last year with refunding still dominant and new money far below its 10-year historical average. Higher marginal rates on income and the health care surtax should support overall demand. Less favorable is the historically low level of rates, which provides little cushion should risk appetite return to the markets. And while the fiscal cliff legislation left untouched the municipal bond exemption, the issue remains on the table for the next round of negotiation over entitlement cuts versus new revenue sources. While it seems likely that the 28% cap proposal resurfaces, the good news is that year-end valuations against Treasury yield reflect almost no tax advantage to municipal bonds at all. If the proposal became law, any over-reaction by investors who arbitrarily dump municipal bonds should be seen as an opportunity to take advantage of a dislocated market.

As always, the key to navigating the uncertainty that lies ahead is to have a strategy firmly in place. While we don’t know the outcomes of future rate moves or coming tax reform or international volatility, we believe we know how to take advantage of any and all events. With solid fundamental footings, cheap relative valuations and a wildly successful historical record of providing state and local governments stable, low-cost access to credit, investors should feel confident municipals will remain an important fixture in any portfolio.

CUMULATIVE TOTAL RETURN PERFORMANCE

GW&K Municipal Enhanced Yield Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The chart compares a hypothetical $10,000 investment made in GW&K Municipal Enhanced Yield Fund — Institutional Class on December 30, 2005, to a $10,000 investment made in the Barclays U.S. Municipal Bond BAA Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

 

 

 

9


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Portfolio Manager’s Comments (continued)

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

 

LOGO

The table below shows the average annual total returns for the GW&K Municipal Enhanced Yield Fund and the Barclays U.S. Municipal Bond BAA Index for the same time periods ended December 31, 2012.

 

     Average Annual Total Returns 1  
     One
Year
    Five
Years
    Since
Inception
    Inception
Date
 

GW&K Municipal Enhanced Yield Fund 2,3,4,5

        

Investor Class

     13.80     —          11.84     7/27/09   

Service Class

     13.90     —          12.04     7/27/09   

Institutional Class

     14.13     7.01     5.27     12/30/05   

Barclays U.S. Municipal Bond BAA Index 6

     9.80     4.79     4.07     12/30/05  

 

 

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit www.managersinvest.com.

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Funds are distributed by Managers Distributors, Inc., member FINRA.

 

 

Date reflects inception date of the Fund, not the index.

1  

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are the average annual return. The listed returns on the Fund are net of expenses and based on the published NAV as of December 31, 2012. All returns are in U.S. dollars ($).

2  

The performance shown includes that of the predecessor Fund, the BNY Hamilton Municipal Enhanced Yield Fund, a series of BNY Hamilton Funds, Inc., which was reorganized into the GW&K Municipal Enhanced Yield Fund, a series of Managers AMG Funds, as of the close of business on November 7, 2008.

3  

Issuer of bonds may not be able to meet interest or principal payments when the bonds come due. High yield bonds (also known as “junk bonds”) are subject to additional risks such as the risk of default. The use of leverage in a Fund’s strategy can magnify relatively small market movements into relatively larger losses for the Fund. Factors unique to the municipal bond market may negatively affect the value in municipal bonds.

4  

Investment income may be subject to certain state and local taxes, and depending on your tax status, the federal alternative minimum tax. Capital gains are not exempt from federal income tax.

5  

From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

6  

The Barclays U.S. Municipal Bond BAA Index is a subset of the Barclays U.S. Municipal Bond Index with an index rating of Baa1, Baa2, or Baa3. Unlike the Fund, the index is unmanaged, is not available for investment, and does not incur expenses.

Not FDIC insured, nor bank guaranteed. May lose value.

 

 

 

10


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Fund Snapshots

December 31, 2012

 

Portfolio Breakdown (unaudited)

 

Rating

   GW&K
Municipal
Enhanced
Yield
Fund**
 

U.S. Treasury & Agency

     0.0

Aaa

     0.0

Aa

     1.9

A

     32.8

Baa

     59.8

Ba & lower

     5.3

Not Rated

     0.2

 

** As a percentage of net assets
 

 

Top Ten Holdings (unaudited)

 

Security Name

   % of
Net Assets
 

Butler County Hospital Facilities Revenue, UC Health, Series 2010, 5.500%, 11/01/40*

     3.6

Love Field Airport Modernization Corp. Revenue, Southwest Airlines Co. - Love Field Modernization Program Project, Series 2010, 5.250%, 11/01/40*

     3.5   

California State Public Works Board Revenue, Series 2012 A, 5.000%, 04/01/37*

     3.4   

Grand Forks Health Care Revenue, Altru Health System, 5.000%, 12/01/35*

     3.4   

Pennsylvania Higher Educational Facilities Authority, La Salle University, 5.000%, 05/01/42

     3.2   

Public Authority for Colorado Energy Natural Gas Purchase Revenue, Series 2008, 6.500%, 11/15/38*

     3.0   

Johnson City Health and Educational Facilities Board Hospital Revenue, Mountain States Health Alliance, Series 2012 A, 5.000%, 08/15/42

     2.8   

Iowa Finance Authority, Alcoa Inc. Project, 4.750%, 08/01/42

     2.6   

Phoenix Industrial Development Authority, Rowan University, 5.000%, 06/01/42*

     2.5   

West Virginia Economic Development Revenue, Appalachian Power Co. Amos Project, Series 2010 A, 5.375%, 12/01/38*

     2.5   
  

 

 

 

Top Ten as a Group

     30.5
  

 

 

 

 

* Top Ten Holding at June 30, 2012
 

 

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

 

 

11


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Fund Snapshots (continued)

December 31,2012

 

 

State Breakdown (unaudited)

 

State

   % of
Net Assets
 

Texas

     12.4

California

     8.1

Ohio

     7.8

Pennsylvania

     7.3

Arizona

     7.0

Florida

     5.6

Massachusetts

     4.9

North Dakota

     3.4

Tennessee

     3.3

Colorado

     3.0

Virginia

     2.7

Iowa

     2.6

Indiana

     2.6

West Virginia

     2.5

New Hampshire

     2.4

District of Columbia

     2.3

New York

     2.2

New Jersey

     2.1

Virgin Islands

     1.7

Nebraska

     1.6

Michigan

     1.6

Louisiana

     1.6

Illinois

     1.4

Kentucky

     1.2

Maryland

     0.9

Guam

     0.7

Hawaii

     0.6

Alabama

     0.4

Mississippi

     0.2

North Carolina

     0.1

Connecticut

     0.1

Georgia

     0.0 % #  

Other Assets and Liabilities

     5.7
  

 

 

 
     100.0
  

 

 

 

 

# Rounds to less than 0.1%

 

 

12


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments

December 31, 2012

 

 

     Principal
Amount
     Value  

Municipal Bonds - 94.3%

     

Alabama - 0.4%

     

Courtland Industrial Development Board Solid Waste Disposal Revenue, Champion International Corp. Project, Series 1999, 6.000%, 08/01/29

   $ 1,415,000       $ 1,420,943   

Arizona - 7.0%

     

Apache County Industrial Development Authority Revenue, Tucson Electric Power Co. Project, Series 2010 A, 4.500%, 03/01/30

     5,505,000         5,761,368   

Maricopa County Pollution Control Corp., El Paso Electric Co. Palo Verde Project, Series 2012 A, 4.500%, 08/01/42

     3,530,000         3,643,631   

Phoenix Industrial Development Authority, Rowan University, 5.000%, 06/01/42

     7,500,000         8,218,500   

Pima County Industrial Development Authority Revenue, Tucson Electric Power Co. Project, Series 2010 A, 5.250%, 10/01/40

     3,025,000         3,308,140   

Pima County Industrial Development Authority Revenue, Tucson Electric Power Co. Project, Series 2012 A, 4.500%, 06/01/30

     1,500,000         1,567,860   

Total Arizona

        22,499,499   

California - 8.1%

     

California Municipal Finance Authority Certificate, Community Hospitals of Central California, 5.250%, 02/01/37

     605,000         637,343   

California Municipal Finance Authority Certificate, Community Hospitals of Central California, 5.500%, 02/01/39

     3,380,000         3,673,722   

California State Public Works Board Revenue, Riverside Campus Project, Series 2009 B, 6.125%, 04/01/28

     110,000         133,972   

California State Public Works Board Revenue, Series 2012 A, 5.000%, 04/01/37

     10,150,000         11,082,886   

California Statewide Communities Development Authority School Facility Revenue, Aspire Public Schools, Series 2010, 6.000%, 07/01/40

     500,000         521,410   

California Statewide Communities Development Authority Student Housing Revenue, University of California Irvine Campus Apartments Project, Series 2011, 5.375%, 05/15/38

     2,260,000         2,492,464   

Sacramento County Public Facilities Financing Corporation COP, 5.750%, 02/01/30

     1,935,000         2,177,320   

San Diego Public Facilities Financing Authority Lease Revenue, Capital Improvement Project, Series 2012 A, 5.000%, 04/15/37

     3,000,000         3,228,090   

San Diego Public Facilities Financing Authority Lease Revenue, Master Refunding Project, Series 2010 A, 5.250%, 03/01/40

     2,140,000         2,335,489   

Total California

        26,282,696   

Colorado - 3.0%

     

Public Authority for Colorado Energy Natural Gas Purchase Revenue, Series 2008, 6.500%, 11/15/38

     6,895,000         9,656,723   

Connecticut - 0.1%

     

Eastern Connecticut Resource Recovery Authority Solid Waste Revenue, Wheelabrator Technologies, Series 1993 A, 5.500%, 01/01/20

     180,000         180,673   

District of Columbia - 2.3%

     

District of Columbia Ballpark Revenue, Series 2006 B-1, 5.000%, 02/01/31 (FGIC Insured) 2

     5,025,000         5,244,291   

District of Columbia Ballpark Revenue, Series 2006 B-1, 5.000%, 02/01/35 (FGIC Insured) 2

     2,210,000         2,284,278   

Total District of Columbia

        7,528,569   

Florida - 5.6%

     

Martin County Health Facilities Authority, Martin Memorial Medical Center, 5.500%, 11/15/42

     3,800,000         4,306,578   

Miami Beach Health Facilities Authority, Mt. Sinai Medical Center, 5.000%, 11/15/29

     7,000,000         7,595,280   

Miami-Dade County Special Obligation Revenue, Series 2012 B, 5.000%, 10/01/35

     2,000,000         2,216,100   

Miami-Dade County Special Obligation Revenue, Series 2012 B, 5.000%, 10/01/37

     2,050,000         2,250,367   

Seminole Indian Tribe of Florida, Inc., Series 2010 A, 5.125%, 10/01/17 (a)

     1,275,000         1,339,770   

 

 

The accompanying notes are an integral part of these financial statements.

13


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)

 

 

     Principal
Amount
     Value  

Florida - 5.6% (continued)

     

Seminole Tribe Special Obligation Revenue, Series 2007 A, 5.250%, 10/01/27 (a)

   $ 50,000       $ 53,317   

Seminole Tribe Special Obligation Revenue, Series 2007 A, 5.500%, 10/01/24 (a)

     150,000         162,449   

Total Florida

        17,923,861   

Georgia - 0.0% #

     

Richmond County Development Authority Solid Waste Disposal Revenue, International Paper Co. Project, 5.800%, 12/01/20

     10,000         10,016   

Guam - 0.7%

     

Guam Power Authority Revenue, Series 2012 A, 5.000%, 10/01/30 (AGM Insured) 2

     1,000,000         1,127,270   

Guam Power Authority Revenue, Series 2012 A, 5.000%, 10/01/34

     1,000,000         1,082,480   

Total Guam

        2,209,750   

Hawaii - 0.6%

     

Hawaii Pacific Health Special Purpose Revenue, Series 2010 B, 5.750%, 07/01/40

     1,750,000         1,956,167   

Illinois - 1.4%

     

Illinois State General Obligation, 5.000%, 08/01/25

     1,040,000         1,184,113   

Illinois State General Obligation, 5.000%, 03/01/37

     1,200,000         1,312,380   

Railsplitter Tobacco Settlement Authority Revenue, 6.000%, 06/01/28

     1,735,000         2,104,867   

Total Illinois

        4,601,360   

Indiana - 2.6%

     

Indiana State Finance Authority Environmental Improvement Revenue, US Steel Corp. Project, 6.000%, 12/01/26

     1,940,000         1,995,872   

Indiana State Finance Authority Hospital Revenue, Community Health Network, Series 2012 A, 5.000%, 05/01/42

     3,500,000         3,852,625   

Indiana State Finance Authority Midwestern Division, Ohio Valley Electric Corp., Series 2012 A, 5.000%, 06/01/39

     2,500,000         2,577,500   

Total Indiana

        8,425,997   

Iowa - 2.6%

     

Iowa Finance Authority, Alcoa Inc. Project, 4.750%, 08/01/42

     8,440,000         8,523,809   

Kentucky - 1.2%

     

Kentucky Economic Development Finance Authority Hospital Revenue, Owensboro Medical Health System, Inc., Series 2010 A, 6.375%, 06/01/40

     1,655,000         1,971,403   

Owen County Waterworks System Revenue, American Water Co. Project, Series 2009 A, 6.250%, 06/01/39

     1,755,000         1,963,582   

Total Kentucky

        3,934,985   

Louisiana - 1.6%

     

Louisiana Local Government Environmental Facilities and Community Development Authority Hospital Revenue, Series 2010 A, 5.875%, 10/01/40

     4,500,000         5,124,105   

Maryland - 0.9%

     

Maryland State Health & Higher Educational Facilities Authority Revenue, Frederick Memorial Hospital, Series 2012 A, 4.000%, 07/01/38

     3,000,000         2,981,010   

Massachusetts - 4.9%

     

Massachusetts Development Finance Agency Revenue, Tufts Medical Center Issue, Series 2011 I, 6.750%, 01/01/36

     945,000         1,135,588   

Massachusetts State Development Finance Agency Revenue, Covanta Energy Project, Series 2012 B, 4.875%, 11/01/42

     5,000,000         5,047,800   

Massachusetts State Health and Educational Facilities Authority Revenue, Caregroup Issue, Series 2008 E-1, 5.125%, 07/01/33

     3,120,000         3,413,686   

 

 

The accompanying notes are an integral part of these financial statements.

14


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)

 

 

     Principal
Amount
     Value  

Massachusetts - 4.9% (continued)

     

Massachusetts State Health and Educational Facilities Authority Revenue, Caregroup Issue, Series 2008 E-1, 5.125%, 07/01/38

   $ 3,495,000       $ 3,796,514   

Massachusetts State Health and Educational Facilities Authority Revenue, Suffolk University, Series 2009 A, 5.750%, 07/01/39

     2,090,000         2,381,785   

Total Massachusetts

        15,775,373   

Michigan - 1.6%

     

Michigan State Hospital Finance Authority Revenue, Henry Ford Health System, Series 2009, 5.750%, 11/15/39

     4,590,000         5,221,079   

Mississippi - 0.2%

     

Warren, County, Mississippi, Gulf Opportunity Zone Revenue, International Paper Co. Project, Series 2011 A, 5.375%, 12/01/35

     650,000         719,999   

Nebraska - 1.6%

     

Central Plains Energy Project, Natural Gas Revenue, 5.000%, 09/01/42

     4,960,000         5,304,621   

New Hampshire - 2.4%

     

New Hampshire Health and Education Facilities Authority, Southern New Hampshire University, 5.000%, 01/01/42

     6,985,000         7,657,376   

New Jersey - 2.1%

     

New Jersey Economic Development Authority, Tobacco and Liquor Tax Revenue, 5.000%, 06/15/28

     1,420,000         1,605,921   

New Jersey Economic Development Authority, UMM Energy Partners, Series 2012 A, 5.125%, 06/15/43

     1,150,000         1,189,571   

New Jersey Health Care Facilities Financing Authority Revenue and Refunding, Barnabas Health Issue, Series 2011 A, 5.625%, 07/01/32

     2,765,000         3,113,362   

New Jersey State Educational Facilities Authority Revenue, University Medical and Dentistry, Series 2009 B, 7.500%, 12/01/32

     570,000         720,788   

Total New Jersey

        6,629,642   

New York - 2.2%

     

Chautauqua County Industrial Development Agency Exempt Facility Revenue, NRG Dunkirk Power Project, Series 2009, 5.875%, 04/01/42

     4,655,000         5,261,500   

Port Authority of New York and New Jersey Special Project, JFK International Air Terminal LLC Project, Series 2010, 6.000%, 12/01/42

     1,645,000         1,934,355   

Total New York

        7,195,855   

North Carolina - 0.1%

     

Columbus County Industrial Facilities & Pollution Control Financing Authority, International Paper Co. Projects, Series 2009 A, 6.250%, 11/01/33

     200,000         227,912   

Columbus County Industrial Facilities & Pollution Control Financing Authority, Recovery Zone Facility Bonds, Series 2010 A, 5.700%, 05/01/34

     125,000         139,970   

Total North Carolina

        367,882   

North Dakota - 3.4%

     

Grand Forks Health Care Revenue, Altru Health System, 5.000%, 12/01/35

     9,910,000         10,911,405   

Ohio - 7.8%

     

Butler County Hospital Facilities Revenue, UC Health, Series 2010, 5.500%, 11/01/40

     10,520,000         11,667,522   

Cleveland Airport System Revenue, Series 2012 A, 5.000%, 01/01/31

     5,805,000         6,572,247   

Cleveland Airport System Revenue, Series 2012 A, 5.000%, 01/01/31 (AGM Insured) 2

     3,600,000         4,120,992   

Ohio State Water Development Authority, Environment Improvement Revenue, US Steel Corp. Project, Series 2011, 6.600%, 05/01/29

     2,660,000         2,842,981   

Total Ohio

        25,203,742   

Pennsylvania - 7.3%

     

Allegheny County Industrial Development Authority, 6.875%, 05/01/30

     1,230,000         1,317,810   

 

 

The accompanying notes are an integral part of these financial statements.

15


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)

 

 

     Principal
Amount
     Value  

Pennsylvania - 7.3% (continued)

     

Lycoming County Authority Health System Revenue, Susquehanna Health System Project, Series 2009 A, 5.750%, 07/01/39

   $ 5,085,000       $ 5,626,044   

Pennsylvania Higher Educational Facilities Authority Revenue, East Stroudsburg University Student Housing Project, Series 2006 A, 5.000%, 07/01/42

     3,105,000         3,253,077   

Pennsylvania Higher Educational Facilities Authority, La Salle University, 5.000%, 05/01/42

     9,215,000         10,274,172   

Philadelphia Gas Works Revenue, Ninth Series, 5.250%, 08/01/40

     1,350,000         1,451,088   

Philadelphia General Obligation, Series 2011, 6.000%, 08/01/36

     1,025,000         1,192,700   

Philadelphia Municipal Authority Revenue, 6.500%, 04/01/39

     325,000         363,373   

Total Pennsylvania

        23,478,264   

Tennessee - 3.3%

     

Johnson City Health and Educational Facilities Board Hospital Revenue, Mountain States Health Alliance, Series 2009 A, 7.750%, 07/01/38

     175,000         221,594   

Johnson City Health and Educational Facilities Board Hospital Revenue, Mountain States Health Alliance, Series 2012 A, 5.000%, 08/15/42

     8,130,000         9,040,804   

Tennessee Energy Acquisition Corp. Gas Project Revenue, Series 2006 C, 5.000%, 02/01/23

     1,175,000         1,314,003   

Total Tennessee

        10,576,401   

Texas - 12.4%

     

Central Texas Regional Mobility Authority Senior Lien Revenue, Series 2011, 6.000%, 01/01/41

     3,245,000         3,801,355   

Fort Bend County Industrial Development Corp. Industrial Revenue, Series 2012 A, 4.750%, 05/01/38

     2,500,000         2,634,325   

Fort Bend County Industrial Development Corp. Industrial Revenue, Series 2012 B, 4.750%, 11/01/42

     1,510,000         1,586,149   

Gulf Coast Industrial Development Authority, CITGO Petroleum Project, 4.875%, 05/01/25

     5,000,000         5,075,250   

Gulf Coast Waste Disposal Authority, International Paper Co. Project, Series 2002 A, 6.100%, 08/01/24

     315,000         316,282   

Gulf Coast Waste Disposal Authority, Waste Management Brazoria County Project, Series 2003 A, 5.200%, 05/01/28

     360,000         386,471   

Love Field Airport Modernization Corp. Revenue, Southwest Airlines Co. - Love Field Modernization Program Project, Series 2010, 5.250%, 11/01/40

     10,315,000         11,245,722   

North Texas Tollway Authority Capital Appreciation Revenue, Special Projects System, Series 2011 B, 4.256%, 09/01/37 3

     2,000,000         532,020   

Texas Municipal Gas Acquisition & Supply Corp. Gas Supply Revenue, Senior Lien Series 2008 A, 6.250%, 12/15/26

     4,905,000         6,282,913   

Texas Private Activity Bond Surface Transportation Corp. Revenue, LBJ Infrastructure Group Managed Lanes Project, Series 2010, 7.000%, 06/30/40

     2,355,000         2,864,434   

Texas State Transportation Commission Revenue, Series 2012 A, 5.000%, 08/15/41

     5,000,000         5,420,550   

Total Texas

        40,145,471   

Virgin Islands - 1.7%

     

Virgin Islands Public Finance Authority Matching Fund Loan Notes, Series 2012 A, 5.000%, 10/01/32

     5,000,000         5,429,250   

Virginia - 2.7%

     

Chesapeake City Expressway Toll Road Revenue, Series 2012 A, 5.000%, 07/15/47

     2,500,000         2,682,125   

Industrial Development Authority of Washington County, Virginia, Hospital Revenue, Mountain States Health Alliance, Series 2009 C, 7.750%, 07/01/38

     110,000         140,052   

Route 460 Funding Corp. Toll Road Revenue, Series 2012 A, 5.125%, 07/01/49

     5,500,000         5,856,015   

Total Virginia

        8,678,192   

West Virginia - 2.5%

     

West Virginia Economic Development Revenue, Appalachian Power Co. Amos Project, Series 2010 A, 5.375%, 12/01/38 4

     7,050,000         7,904,319   

Total Municipal Bonds (cost $285,225,027)

        304,459,034   

 

 

The accompanying notes are an integral part of these financial statements.

16


Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)

 

 

     Shares      Value  

Other Investment Companies - 4.9% 1

     

Fidelity Institutional Money Market Tax Exempt Portfolio, Institutional Class, 0.01% (cost $15,701,534)

     15,701,534       $ 15,701,534   

Total Investments - 99.2% (cost $300,926,561)

        320,160,568   

Other Assets, less Liabilities - 0.8%

        2,636,593   

Net Assets - 100.0%

      $ 322,797,161   

 

 

The accompanying notes are an integral part of these financial statements.

17


Table of Contents

 

GW&K Municipal Bond Fund

Portfolio Manager’s Comments

 

 

THE YEAR IN REVIEW

For the 12-month period ending December 31, 2012, the GW&K Municipal Bond Fund (Institutional Class) (the “Fund”) returned 5.71%, outperforming its benchmark, the Barclays Municipal Bond 10-Year Index (the “Index”), which returned 5.70%.

The Fund posted another year of strong absolute performance, while slightly outperforming the Index. Municipal bonds still posted solid gains for the year, particularly at the long end of the market. On the positive side, we maintained a slightly longer duration throughout most of the year as rates declined. The timing of our shortening trade in early December also helped performance as we increased our cash position before rates rose heading into the end of the year. However, an underweight to lower rated credits and riskier market sectors held back relative performance as spreads tightened significantly.

New issue volume for the year rebounded from the decade-low levels of 2011, but the nature of that issuance had important implications for market performance. A massive increase in refinancing pushed total issuance 30% above last year. But new money borrowing was actually down slightly, continuing a move toward austerity that we’ve seen since the market melt-down of a few years ago. Because refunding debt tends to be shorter than new money issuance, the long-end benefitted from a relative scarcity of supply. With investors simultaneously reaching for income further out, the yield curve, long-term municipal bonds were able to post double-digit returns for the year.

Concerns over municipal credit quality were muted in 2012 as a slow-building recovery continued to stabilize fundamentals. States reported consistent, if unspectacular, growth in tax revenues and default levels once again declined on a year-over-year basis. Going forward, pension reform and a reduction in federal spending will be major focuses on the credit front. While most states have already implemented some form of pension relief, regulatory changes in the way liabilities are reported will result in funded ratios that appear worse than official figures, prompting many legislatures to consider further measures. Keep in mind, however, that the magnitude of pension pressures differs dramatically by state based on funded status, flexibility to navigate state pension laws and political willingness to tackle the problem. Another issue for states is the inevitable drop in federal aid given the broader desire to rein in the U.S. budget deficit. The trickle-down effect of reduced federal spending means states must remain vigilant with regard to budget discipline.

As we head into 2013, technicals should remain a meaningful tailwind to the market. Supply estimates point to only a small increase over last year with refunding still dominant and new money far below its 10-year historical average. We believe higher marginal

rates on income and the health care surtax should support overall demand. Less favorable is the historically low level of rates, which provides little cushion should risk appetite return to the markets. And while the fiscal cliff legislation left untouched the municipal bond exemption, the issue remains on the table for the next round of negotiation over entitlement cuts versus new revenue sources. While it seems likely that the 28% cap proposal resurfaces, the good news is that year-end valuations against Treasury yield reflect almost no tax advantage to municipal bonds at all. If the proposal became law, any over-reaction by investors who arbitrarily dump municipal bonds should be seen as an opportunity to take advantage of a dislocated market.

At the end of November, we felt that the market rally had gone too far and decided to shorten our duration. Not only had municipal rates rallied to historic lows, but the yield curve had flattened dramatically, sapping some of the yield and roll advantage from longer maturity bonds. Municipals had also significantly outperformed the Treasury market despite a seasonal bias toward technical weakness, another sign that the rally was overdone. Our strategy has always been to bring in duration when rates fall and this environment certainly qualified. We sold our longest maturities (10 years plus), raising cash to over 8.5% in the composite. This moved our duration from 6.2 at the beginning of the quarter to 5.6, the lowest it has been in 10 years. We will look to redeploy this cash opportunistically over the course of the first quarter of 2013.

As always, the key to navigating the uncertainty that lies ahead is to have a strategy firmly in place. While we don’t know the outcomes of future rate moves or coming tax reform or international volatility, we believe we know how to take advantage of any and all events. With solid fundamental footings, cheap relative valuations and a wildly successful historical record of providing state and local governments stable, low-cost access to credit, investors should feel confident municipals will remain an important fixture in any portfolio.

CUMULATIVE TOTAL RETURN PERFORMANCE

GW&K Municipal Bond Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The chart compares a hypothetical $10,000 investment made in GW&K Municipal Bond Fund — Service Class on June 30, 2009, to a $10,000 investment made in the Barclays 10-Year Municipal Bond Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

 

 

 

18


Table of Contents

 

GW&K Municipal Bond Fund

Portfolio Manager’s Comments (continued)

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

 

LOGO

The table below shows the average annual total returns for the GW&K Municipal Bond Fund and the Barclays 10-Year Municipal Bond Index for the same time periods ended December 31, 2012.

 

     Average Annual Total Returns 1  
     One
Year
    Since
Inception
    Inception
Date
 

GW&K Municipal Bond Fund 2,3,4

      

Investor Class

     5.36     7.45     6/30/09   

Service Class

     5.53     7.68     6/30/09   

Institutional Class

     5.71     8.00     6/30/09   

Barclays 10-Year Municipal Bond Index 5

     5.70     7.77     6/30/09  

 

 

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit www.managersinvest.com.

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Funds are distributed by Managers Distributors, Inc., member FINRA.

 

 

Date reflects inception date of the Fund, not the index.

1  

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are the average annual return. The listed returns on the Fund are net of expenses and based on the published NAV as of December 31, 2012. All returns are in U.S. dollars ($).

2  

The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall. Issuer of bonds may not be able to meet interest of principal payments when the bonds come due. Factors unique to the municipal bond market may negatively affect the value in municipal bonds.

3  

Investment income may be subject to certain state and local taxes, and depending on your tax status, the federal alternative minimum tax. Capital gains are not exempt from federal income tax.

4  

From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

5  

The Barclays 10-Year Municipal Bond Index is an unmanaged index comprised of investment grade municipal bonds with a minimum credit rating of Baa by Moody, Unlike the Fund, the Index is unmanaged, is not available for investment, and does not incur expenses.

Not FDIC insured, nor bank guaranteed. May lose value.

 

 

 

19


Table of Contents

 

GW&K Municipal Bond Fund

Fund Snapshots

December 31, 2012

 

Portfolio Breakdown (unaudited)

 

Rating

   GW&K
Municipal
Bond
Fund**
 

Aaa

     15.6

Aa

     52.5

A

     30.4

Baa

     1.5

 

** As a percentage of net assets

 

 

Top Ten Holdings (unaudited)

 

Security Name

   % of
Net Assets
 

Washington State Federal Highway Grant, Senior 520 Corridor Program, 5.000%, 10/01/18

     2.4

Washington State General Obligation, Motor Fuel Tax Revenue, Series 2012 E, 5.000%, 02/01/21*

     2.1   

Port of Seattle Revenue, Series 2012 A, 5.000%, 08/01/23*

     2.0   

Los Angeles County Metropolitan Transportation Authority, Series 2013 A, 5.000%, 07/01/20

     2.0   

North Carolina Eastern Municipal Power Agency, Series 2012 D, 5.000%, 01/01/23*

     2.0   

Michigan Finance Authority Revenue, Unemployment Obligation, Series 2012 B, 5.000%, 07/01/22*

     1.9   

Michigan State Trunk Line Fund, Series 2006, 5.000%, 09/01/19*

     1.8   

New York State Thruway Authority, Series 2012 I, 5.000%, 01/01/21*

     1.7   

California State Department of Water Resources Revenue, Series 2013 AM, 5.000%, 12/01/25

     1.7   

New Jersey State Turnpike Authority Revenue, Series 2012 B, 5.000%, 01/01/24

     1.7   
  

 

 

 

Top Ten as a Group

     19.3
  

 

 

 

 

* Top Ten Holding at June 30, 2012
 

 

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

 

 

20


Table of Contents

 

GW&K Municipal Bond Fund

Fund Snapshots (continued)

December 31,2012

 

 

State Breakdown (unaudited)

 

State

   % of
Net
Assets
 

California

     13.3

New York

     12.2

Washington

     10.1

Illinois

     5.8

Michigan

     5.3

New Jersey

     5.1

Florida

     5.0

Ohio

     4.1

Pennsylvania

     4.0

North Carolina

     3.2

Nebraska

     2.8

Massachusetts

     2.7

Arizona

     2.1

Texas

     1.9

South Carolina

     1.4

Kentucky

     1.4

Oregon

     1.3

Virginia

     1.1

Oklahoma

     1.1

Kansas

     0.6

Maine

     0.4

Iowa

     0.4

Louisiana

     0.3

Vermont

     0.3

Georgia

     0.3

Colorado

     0.2

Other Assets and Liabilities

     13.6
  

 

 

 
     100.0
  

 

 

 

 

 

21


Table of Contents

 

GW&K Municipal Bond Fund

Schedule of Portfolio Investments

December 31, 2012

 

 

     Principal
Amount
     Value  

Municipal Bonds - 86.4%

     

Arizona - 2.1%

     

Arizona Transportation Board, Subordinated Highway Revenue, Series 2011 A, 5.000%, 07/01/22

   $ 1,020,000       $ 1,265,075   

Phoenix Civic Improvement Corp. Junior Lien Water System Revenue, Series 2009 A, 5.000%, 07/01/23

     630,000         750,866   

Phoenix Civic Improvement Corp. Senior Lien Wastewater System Revenue, Series 2008, 5.500%, 07/01/20

     1,040,000         1,268,935   

Pima County Sewer Revenue, 5.000%, 07/01/22 (AGM Insured) 2

     495,000         598,990   

Total Arizona

        3,883,866   

California - 13.3%

     

California State Department of Water Resources Revenue, Series 2013 AM, 5.000%, 12/01/25 5

     2,500,000         3,099,675   

California State Economic Recovery, Series 2009 A, 5.000%, 07/01/20

     715,000         869,740   

California State Public Works Board Lease Revenue, California Community Colleges, Series 2007 B, 5.000%, 03/01/21 (FGIC Insured) 2

     215,000         238,882   

California State Public Works Board Lease Revenue, California State Prison Project, Series 2011 C, 5.250%, 10/01/22

     1,000,000         1,215,580   

California State Public Works Board Lease Revenue, Department of General Services, Series 2009 A, 5.000%, 04/01/20

     250,000         292,037   

California State Public Works Board Lease Revenue, Various Capital Projects, Series 2012 A, 5.000%, 04/01/18

     1,000,000         1,162,070   

California State Public Works Board Lease Revenue, Various University of California Projects, Series 2007 A, 5.000%, 06/01/19 (FGIC Insured) 2

     370,000         453,143   

California State Tax Exempt General Obligation, 5.000%, 02/01/23

     2,125,000         2,561,560   

California State Tax Exempt General Obligation, 5.000%, 09/01/25

     1,600,000         1,867,664   

California State Tax Exempt General Obligation, 5.250%, 09/01/23

     1,640,000         2,001,964   

East Bay Municipal Utility District, Water Revenue, Series 2012 B, 5.000%, 06/01/19

     2,000,000         2,482,740   

Los Angeles County Metropolitan Transportation Authority, Series 2013 A, 5.000%, 07/01/20 5

     3,000,000         3,644,430   

Los Angeles Unified School District General Obligation, Series 2005 A1, 5.500%, 07/01/18 (FGIC Insured) 2

     1,160,000         1,416,047   

Los Angeles Unified School District General Obligation, Series 2007 H, 5.000%, 07/01/21 (AGM Insured) 2

     1,515,000         1,765,278   

San Francisco City & County Airport Commission Revenue, San Francisco International Airport, Series 2010 D, 5.000%, 05/01/19 (AGM Insured) 2

     575,000         699,091   

Southern California Public Power Authority, Southern Transmission Project, Series 2008 B, 6.000%, 07/01/27

     205,000         244,973   

Total California

        24,014,874   

Colorado - 0.2%

     

Colorado Health Facilities Authority Revenue, Sisters of Charity of Leavenworth Health System, Series 2010 B, 5.000%, 01/01/23

     250,000         289,342   

Florida - 5.0%

     

Florida State Board of Education Capital Outlay, Series 2008 C, 5.000%, 06/01/22

     600,000         721,344   

Highlands County Health Facilities Authority, Adventist Health System, Series 2005 A-D, 5.000%, 11/15/18 4

     100,000         110,337   

JEA Water and Sewer System Revenue, Series 2012 A, 5.000%, 10/01/24

     1,500,000         1,808,685   

Miami-Dade County Aviation Revenue, Miami International Airport, Series 2010 A-1, 5.500%, 10/01/26

     370,000         436,260   

Miami-Dade County Aviation Revenue, Miami International Airport, Series 2010 B, 5.000%, 10/01/22 (AGM Insured) 2

     520,000         610,168   

Orlando Utilities Commission Utility System Revenue, Series 2010 C, 5.000%, 10/01/20

     705,000         869,046   

Orlando Utilities Commission Utility System Revenue, Series 2011 B, 5.000%, 10/01/19

     700,000         869,197   

Tampa Bay Regional Water Supply Authority Revenue, 5.000%, 10/01/19

     1,610,000         1,999,153   

Tampa Bay Regional Water Supply Authority Revenue, Series 2011 B, 5.000%, 10/01/19

     1,275,000         1,583,180   

Total Florida

        9,007,370   

 

 

The accompanying notes are an integral part of these financial statements.

22


Table of Contents

 

GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

 

 

     Principal
Amount
     Value  

Georgia - 0.3%

     

Atlanta Airport Revenue, Series 2012 B, 5.000%, 01/01/18

   $ 400,000       $ 472,792   

Illinois - 5.8%

     

Chicago O’Hare International Airport Revenue, Series 2011 B, 5.000%, 01/01/22

     345,000         407,404   

Chicago Second Lien Water Revenue, Series 2010 A, 5.000%, 11/01/22

     315,000         377,575   

Chicago Transit Authority Capital Grants Revenue, Series 2006 A, Federal Section 5307 Funds, 5.000%, 06/01/17 (AMBAC Insured) 2

     970,000         1,094,849   

Chicago Waterworks Revenue, 5.000%, 11/01/22

     1,730,000         2,145,494   

Illinois Regional Transportation Authority General Obligation, Series 2003 A, 5.500%, 07/01/21 (FGIC Insured) 2

     300,000         377,358   

Illinois State Sales Tax Revenue, Build Illinois, Series 2009 B, 5.000%, 06/15/21

     505,000         610,121   

Illinois State Sales Tax Revenue, Series 2009 B, 5.000%, 06/15/20

     390,000         477,879   

Illinois State Toll Highway Authority Revenue, Series 2005 A, 5.000%, 01/01/17 (AGM Insured) 2

     625,000         690,287   

Illinois State Unemployment Insurance, Series 2012 B, 5.000%, 12/15/18

     1,500,000         1,702,800   

Metropolitan Pier and Exposition Authority Revenue, McCormick Place Expansion Project, Series 2012 B, 5.000%, 12/15/22

     2,000,000         2,499,860   

Total Illinois

        10,383,627   

Iowa - 0.4%

     

Iowa Special Obligation, Prison Infrastructure Fund, Series 2010, 5.000%, 06/15/21

     540,000         670,124   

Kansas - 0.6%

     

Kansas Development Finance Authority Revenue, Series 2004 A, 5.000%, 04/01/19 (FGIC Insured) 2

     410,000         434,440   

Wichita Hospital Revenue, Series 2011 IV-A, 5.000%, 11/15/20

     500,000         593,825   

Total Kansas

        1,028,265   

Kentucky - 1.4%

     

Kentucky State Property & Buildings Commission Revenue, Series 2009 A, 5.000%, 08/01/19

     500,000         609,525   

Kentucky Turnpike Authority Revenue, Revitalization Projects, Series 2012 A, 5.000%, 07/01/19

     1,500,000         1,846,530   

Total Kentucky

        2,456,055   

Louisiana - 0.3%

     

Louisiana Gasoline & Fuels Tax Revenue, Series 2012 A-1, 5.000%, 05/01/19

     500,000         614,700   

Maine - 0.4%

     

Maine Municipal Bond Bank Transportation Infrastructure Revenue, Series 2009 A, 5.000%, 09/01/22

     600,000         712,500   

Massachusetts - 2.7%

     

Massachusetts State General Obligation, Series 2005 A, 5.000%, 03/01/18 (AGM Insured) 2

     2,000,000         2,186,140   

Massachusetts State Health & Educational Facilities Authority Revenue, Northeastern University, Series 2008 T-1, 5.000%, 10/01/24

     1,655,000         1,979,082   

Massachusetts State Water Resources Authority, Series 2009 B, 5.000%, 08/01/21

     650,000         788,755   

Total Massachusetts

        4,953,977   

Michigan - 5.3%

     

Michigan Finance Authority Revenue, Unemployment Obligation, Series 2012 B, 5.000%, 07/01/22

     2,950,000         3,341,937   

Michigan State Trunk Line Fund, Series 2006, 5.000%, 11/01/18 (FGIC Insured) 2

     560,000         646,128   

Michigan State Trunk Line Fund, Series 2006, 5.000%, 09/01/19 (AGM Insured) 2

     2,965,000         3,291,031   

Michigan State Trunk Line Fund, Series 2006, 5.000%, 11/01/19 (FGIC Insured) 2

     935,000         1,076,522   

Michigan Strategic Fund Limited Obligation Revenue, Cadillac Place Office Building Project, Series 2011, 5.250%, 10/15/23

     1,000,000         1,164,120   

Total Michigan

        9,519,738   

 

 

The accompanying notes are an integral part of these financial statements.

23


Table of Contents

 

GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

 

 

     Principal
Amount
     Value  

Nebraska - 2.8%

     

Central Plains Energy Project, Natural Gas Revenue, 5.000%, 09/01/27

   $ 1,000,000       $ 1,096,210   

Nebraska Public Power District Revenue, Series 2012 B, 5.000%, 01/01/20

     2,010,000         2,461,848   

Nebraska Public Power District Revenue, Series 2012 C, 5.000%, 01/01/21

     1,250,000         1,463,587   

Total Nebraska

        5,021,645   

New Jersey - 5.1%

     

New Jersey Economic Development Authority, Tobacco and Liquor Tax Revenue, 5.000%, 06/15/20

     2,000,000         2,327,480   

New Jersey State Turnpike Authority Revenue, Series 2009 G, 5.000%, 01/01/18

     610,000         711,669   

New Jersey State Turnpike Authority Revenue, Series 2012 B, 5.000%, 01/01/24

     2,510,000         3,022,366   

New Jersey Transportation Trust Fund Authority, Series 2011 A, 5.250%, 06/15/24

     1,030,000         1,238,390   

New Jersey Transportation Trust Fund Authority, Series 2011 B, 5.250%, 06/15/23

     1,550,000         1,875,376   

Total New Jersey

        9,175,281   

New York - 12.2%

     

Long Island Power Authority, Series 2012 B, 5.000%, 09/01/23

     1,510,000         1,832,098   

Metropolitan Transportation Authority Revenue, Series 2005 C, 5.000%, 11/15/18

     575,000         686,130   

Metropolitan Transportation Authority Revenue, Series 2005 G, 5.000%, 11/15/18

     460,000         548,904   

Metropolitan Transportation Authority Revenue, Series 2012 A, 5.000%, 11/15/23

     2,035,000         2,527,511   

New York City General Obligation, Series 2008 B-1, 5.250%, 09/01/20

     1,945,000         2,383,014   

New York City General Obligation, Series 2010 E, 5.000%, 08/01/18

     765,000         920,846   

New York City Transitional Finance Authority Building Aid Revenue, Series 2008 S-1, 5.000%, 01/15/20

     150,000         177,906   

New York State Dormitory Authority Revenue, State University Dormitory Facilities Issue, Series 2011 A, 5.000%, 07/01/21

     1,125,000         1,400,288   

New York State Thruway Authority, Second General Highway & Bridge Trust Fund, Series 2005 B, 5.000%, 04/01/17 (FGIC Insured) 2

     1,155,000         1,292,641   

New York State Thruway Authority, Second General Highway & Bridge Trust Fund, Series 2008 B, 5.000%, 04/01/19

     2,370,000         2,896,187   

New York State Thruway Authority, Second General Highway & Bridge Trust Fund, Series 2008 B, 5.000%, 04/01/22

     600,000         729,096   

New York State Thruway Authority, Series 2012 I, 5.000%, 01/01/21

     2,545,000         3,112,611   

Sales Tax Asset Receivable Corp., Series 2004 A, 5.250%, 10/15/19

     2,000,000         2,171,160   

Tobacco Settlement Financing Corp., Asset-Backed Revenue, Series 2011 B, 5.000%, 06/01/17

     500,000         581,340   

Triborough Bridge & Tunnel Authority Revenue, Series 2008 A, 5.000%, 11/15/20

     540,000         645,354   

Total New York

        21,905,086   

North Carolina - 3.2%

     

North Carolina Eastern Municipal Power Agency, Series 2012 D, 5.000%, 01/01/23 6

     3,000,000         3,630,240   

North Carolina Municipal Power Agency Number 1, Catawba Electric Revenue, Series 2009 C, 5.000%, 01/01/21

     280,000         332,251   

North Carolina Municipal Power Agency Number 1, Catawba Electric Revenue, Series 2012 A, 5.000%, 01/01/19

     1,450,000         1,738,855   

Total North Carolina

        5,701,346   

Ohio - 4.1%

     

American Municipal Power, Inc., 5.000%, 02/15/23

     2,000,000         2,396,180   

Miami University, General Receipts Revenue, Series 2011, 5.000%, 09/01/22

     1,000,000         1,222,260   

Ohio Major New Street Infrastructure Project Revenue, Series 2008-1, 5.750%, 06/15/18

     1,625,000         1,991,600   

Ohio State General Obligation, Series 2012 A, 5.000%, 09/15/21

     1,350,000         1,703,754   

Total Ohio

        7,313,794   

Oklahoma - 1.1%

     

Oklahoma Turnpike Authority, Refunding Second Senior Revenue, Series 2011 A, 5.000%, 01/01/18

     1,700,000         2,022,082   

 

 

The accompanying notes are an integral part of these financial statements.

24


Table of Contents

 

GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

 

 

     Principal
Amount
     Value  

Oregon - 1.3%

     

Oregon State Facilities Authority, Legacy Health Project, Series 2011 A, 5.250%, 05/01/19

   $ 1,000,000       $ 1,187,590   

Tri-County Metro Transportation District of Capital Grant Receipt Revenue, Series 2011 A, 5.000%, 10/01/19

     1,020,000         1,225,601   

Total Oregon

        2,413,191   

Pennsylvania - 4.0%

     

Allegheny County Hospital Development Authority Revenue, University of Pittsburgh Medical Center, Series 2008 B, 5.000%, 06/15/18

     560,000         659,260   

Monroeville Finance Authority, University of Pittsburgh Medical Center, 5.000%, 02/15/22

     1,250,000         1,504,387   

Pennsylvania Economic Development Financing Authority Revenue, Series 2012 B, 5.000%, 07/01/21

     2,025,000         2,397,823   

Pennsylvania Intergovernmental Cooperation Authority Special Tax Revenue, Philadelphia Funding Program, Series 2010, 5.000%, 06/15/19

     375,000         456,653   

Pennsylvania State Higher Educational Facilities Authority Revenue, Series 2009 A, 5.250%, 08/15/21

     300,000         360,114   

Philadelphia Water and Wastewater Revenue, Series 2010 A, 5.000%, 06/15/18 (AGM Insured) 2

     520,000         615,748   

Philadelphia Water and Wastewater Revenue, Series 2011 B, 5.000%, 11/01/18

     1,000,000         1,187,140   

Total Pennsylvania

        7,181,125   

South Carolina - 1.4%

     

South Carolina Transportation Infrastructure Bank, Series 2012 A, 5.000%, 10/01/21

     2,045,000         2,510,810   

Texas - 1.9%

     

Houston Public Improvement General Obligation, Series 2006 A, 5.000%, 03/01/20 (AGM Insured) 2

     1,015,000         1,149,721   

Texas State Transportation Commission Mobility Fund, 5.000%, 04/01/21

     240,000         282,833   

Texas Tech University, Series 2012 A, 5.000%, 08/15/19

     1,000,000         1,233,750   

Texas Water Financial Assistance, Series 2008 A, 5.000%, 08/01/22

     615,000         740,657   

Total Texas

        3,406,961   

Vermont - 0.3%

     

Vermont Municipal Bond Bank, Series 2009 1, 5.000%, 12/01/21

     400,000         488,900   

Virginia - 1.1%

     

Virginia College Building Authority, Series 2010 B, 5.000%, 09/01/19

     1,680,000         2,060,789   

Washington - 10.1%

     

Energy Northwest Washington Electric Revenue, Columbia Generating Station, Series 2012 A, 5.000%, 07/01/21

     1,000,000         1,261,710   

Grant County Public Utility District No. 2, Electric System Revenue, Series 2011 I, 5.000%, 01/01/20

     1,000,000         1,214,470   

Port of Seattle Revenue, Series 2012 A, 5.000%, 08/01/23

     3,035,000         3,663,124   

Snohomish County Public Utility District No. 1 Revenue, Series 2010 A, 5.000%, 12/01/19

     945,000         1,160,573   

Washington Health Care Facilities Authority Revenue, Providence Health Services, Series 2011 B, 5.000%, 10/01/18

     825,000         986,271   

Washington Health Care Facilities Authority Revenue, Providence Health Services, Series 2012 A, 5.000%, 10/01/21

     1,500,000         1,836,300   

Washington State Federal Highway Grant, Senior 520 Corridor Program, 5.000%, 09/01/20 6

     3,450,000         4,278,207   

Washington State General Obligation, Motor Fuel Tax Revenue, Series 2012 E, 5.000%, 02/01/21

     3,000,000         3,769,740   

Total Washington

        18,170,395   

Total Municipal Bonds (cost $149,443,428)

        155,378,635   

 

 

The accompanying notes are an integral part of these financial statements.

25


Table of Contents

 

GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

 

 

     Shares      Value  

Other Investment Companies - 13.6% 1

     

Fidelity Institutional Money Market Tax Exempt Portfolio, Institutional Class, 0.01% (cost $24,483,667)

     24,483,667       $ 24,483,667   

Total Investments - 100.0% (cost $173,927,095)

        179,862,302   

Other Assets, less Liabilities - 0.0%

        (83,531

Net Assets - 100.0%

      $ 179,778,771   

 

 

The accompanying notes are an integral part of these financial statements.

26


Table of Contents

 

Notes to Schedule of Portfolio Investments

 

The following footnotes and abbreviations should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At December 31, 2012, the approximate cost of securities for Federal income tax purposes and the gross aggregate unrealized appreciation and/or depreciation based on tax cost were:

 

Fund

   Cost      Appreciation      Depreciation     Net  

GW&K Small Cap Equity Fund

   $ 89,879,367       $ 16,508,266       ($ 2,058,198   $ 14,450,068   

GW&K Municipal Enhanced Yield Fund

     300,928,513         19,518,557         (286,502     19,232,055   

GW&K Municipal Bond Fund

     173,927,095         6,027,250         (92,043     5,935,207   

 

* Non-income producing security.
#  

Rounds to less than 0.1%.

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At December 31, 2012, the value of these securities amounted to the following:

 

Fund

   Market
Value
     % of
Net Assets
 

GW&K Municipal Enhanced Yield Fund

   $ 1,555,536         0.5

 

1  

Yield shown for each investment company represents the December 31, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

2  

Securities in the portfolio backed by insurance of financial institutions and financial guaranty assurance agencies. At December 31, 2012, the value of these securities amounted to the following:

 

Fund

   Market
Value
     % of
Net Assets
 

GW&K Municipal Enhanced Yield Fund

   $ 12,776,831         4.0

GW&K Municipal Bond Fund

     18,636,464         10.5

 

3  

Indicates yield to maturity at December 31, 2012.

4  

Variable Rate Security. The rate listed is as of December 31, 2012, and is periodically reset subject to terms and conditions set forth in the debenture.

5  

Some or all of these securities are when issued securities. At December 31, 2012, the value of these securities amounted to the following:

 

Fund

   Market
Value
     % of
Net Assets
 

GW&K Municipal Bond Fund

   $ 6,744,105         3.8

 

6  

Some or all of these securities are segregated as collateral for delayed delivery agreements. At December 31, 2012, the value of these securities amounted to the following:

 

Fund

   Market
Value
     % of
Net Assets
 

GW&K Municipal Bond Fund

   $ 7,486,827         4.2

As of December 31, 2012, the securities in GW&K Small Cap Equity Fund were all valued using Level 1 inputs. For a detailed breakout of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments. (See Note 1 (a) in the Notes to the Financial Statements.)

The following table summarizes the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of December 31, 2012: (See Note 1 (a) in the Notes to the Financial Statements.)

 

     Quoted Prices
in Active
Markets for
Identical
Investments

Level 1
     Significant
Other
Observable
Inputs

Level 2
     Significant
Unobservable
Inputs

Level 3
     Total  

GW&K Municipal Enhanced Yield Fund

           

Investments in Securities

           

Municipal Bonds

     —         $ 304,459,034         —         $ 304,459,034   

Other Investment Companies

   $ 15,701,534         —           —           15,701,534   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 15,701,534       $ 304,459,034         —         $ 320,160,568   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

27


Table of Contents

 

Notes to Schedule of Portfolio Investments (continued)

 

 

     Quoted Prices
in Active
Markets for
Identical
Investments
Level 1
     Significant
Other
Observable
Inputs Level 2
     Significant
Unobservable
Inputs
Level 3
     Total  

GW&K Municipal Bond Fund

           

Investments in Securities

           

Municipal Bonds

     —         $ 155,378,635         —         $ 155,378,635   

Other Investment Companies

   $ 24,483,667         —           —           24,483,667   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 24,483,667       $ 155,378,635         —         $ 179,862,302   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

All municipal bonds held in the Fund are Level 2 securities. For a detailed breakout of the bonds by major classification, please refer to the respective Schedule of Portfolio Investments.

As of December 31, 2012, the Funds had no transfers between Level 1 and Level 2 from the beginning of the reporting period.

Investments Definitions and Abbreviations:

 

AMBAC:    Ambac Assurance Corp.
AGM:    Assured Guaranty Municipal Corp.
COP:    Certificates of Participation
FGIC:    Financial Guaranty Insurance Company

 

 

The accompanying notes are an integral part of these financial statements.

28


Table of Contents

 

Statement of Assets and Liabilities

December 31, 2012

 

 

     GW&K Small
Cap Equity
Fund
     GW&K
Municipal
Enhanced Yield
Fund
     GW&K
Municipal
Bond Fund
 

Assets:

        

Investments at value*

   $ 104,328,435       $ 320,160,568       $ 179,862,302   

Cash

     3,532         —           —     

Receivable for Fund shares sold

     321,920         2,195,615         6,437,475   

Dividends, interest and other receivables

     51,617         3,592,865         1,782,447   

Receivable from affiliate

     13,013         19,411         54,323   

Prepaid expenses

     10,680         21,693         17,864   

Total assets

     104,729,197         325,990,152         188,154,411   

Liabilities:

        

Payable for investments purchased

     —           411,662         6,903,776   

Delayed Delivery securities payable

     —           —           353,444   

Payable for Fund shares repurchased

     147,623         2,509,616         976,312   

Accrued expenses:

        

Investment management and advisory fees

     65,452         142,273         51,058   

Administrative fees

     21,817         42,253         36,470   

Shareholder service fees - Service Class

     8,899         2,856         10,485   

Shareholder service fees - Investor Class

     6,189         9,880         4,486   

Distribution fees - Investor Class

     3,026         4,514         4,486   

Other

     44,375         69,937         35,123   

Total liabilities

     297,381         3,192,991         8,375,640   

Net Assets

   $ 104,431,816       $ 322,797,161       $ 179,778,771   

Net Assets Represent:

        

Paid-in capital

   $ 89,626,227       $ 301,934,874       $ 173,198,291   

Undistributed net investment income

     —           —           —     

Accumulated net realized gain from investments

     409,897         1,628,280         645,273   

Net unrealized appreciation of investments

     14,395,692         19,234,007         5,935,207   

Net Assets

   $ 104,431,816       $ 322,797,161       $ 179,778,771   

Investor Class:

        

Net Assets

   $ 14,707,036       $ 21,412,578       $ 22,725,820   

Shares outstanding

     830,059         2,090,759         1,971,927   

Net asset value, offering and redemption price per share

   $ 17.72       $ 10.24       $ 11.52   

Service Class:

        

Net Assets

   $ 13,051,845       $ 6,401,122       $ 35,443,549   

Shares outstanding

     736,121         625,835         3,071,326   

Net asset value, offering and redemption price per share

   $ 17.73       $ 10.23       $ 11.54   

Institutional Class:

        

Net Assets

   $ 76,672,935       $ 294,983,461       $ 121,609,402   

Shares outstanding

     4,318,314         28,857,513         10,500,007   

Net asset value, offering and redemption price per share

   $ 17.76       $ 10.22       $ 11.58   

 

*  Investments at cost

   $ 89,932,743       $ 300,926,561       $ 173,927,095   

 

 

The accompanying notes are an integral part of these financial statements.

29


Table of Contents

 

Statement of Operations

For the year ended December 31, 2012

 

 

     GW&K Small
Cap Equity
Fund
    GW&K
Municipal
Enhanced
Yield Fund
    GW&K
Municipal
Bond Fund
 

Investment Income:

      

Dividend income

   $ 1,544,679 1     $ 1,681      $ 1,813   

Interest income

     33        12,873,187        3,227,198   

Foreign withholding tax

     (2,016     —          —     

Total investment income

     1,542,696        12,874,868        3,229,011   

Expenses:

      

Investment management and advisory fees

     642,772        1,397,197        452,313   

Administrative fees

     214,257        698,598        323,082   

Distribution fees - Investor Class

     18,771        35,643        38,492   

Shareholder servicing fees - Service Class

     33,368        12,293        55,743   

Shareholder servicing fees - Investor Class

     15,283        25,332        30,933   

Transfer agent

     11,229        27,682        22,486   

Registration fees

     34,442        57,890        35,392   

Professional fees

     36,414        67,148        39,396   

Custodian

     26,980        50,916        32,083   

Reports to shareholders

     12,086        10,708        11,236   

Trustees fees and expenses

     6,835        14,328        6,723   

Extraordinary expense

     4,118        13,725        6,855   

Miscellaneous

     4,498        21,957        12,010   

Total expenses before offsets

     1,061,053        2,433,417        1,066,744   

Fee waivers

     —          (256,418     —     

Expense reimbursements

     (175,265     (301,527     (495,219

Expense reductions

     (20     (64     (29

Net expenses

     885,768        1,875,408        571,496   

Net investment income

     656,928        10,999,460        2,657,515   

Net Realized and Unrealized Gain (Loss):

      

Net realized gain on investments

     3,066,368        8,829,283        1,765,674   

Net change in unrealized appreciation (depreciation) of investments

     7,281,066        13,383,732        2,284,271   

Net realized and unrealized gain

     10,347,434        22,213,015        4,049,945   

Net increase in net assets resulting from operations

   $ 11,004,362      $ 33,212,475      $ 6,707,460   

 

1  

Includes non-recurring dividends of $583,039.

 

 

The accompanying notes are an integral part of these financial statements.

30


Table of Contents

 

Statement of Changes in Net Assets

For the year ended December 31,

 

 

     GW&K Small Cap
Equity Fund
    GW&K Municipal Enhanced
Yield Fund
    GW&K Municipal
Bond Fund
 
     2012     2011     2012     2011     2012     2011  

Increase (Decrease) in Net Assets From Operations:

            

Net investment income

   $ 656,928      $ 86,745      $ 10,999,460      $ 3,877,304      $ 2,657,515      $ 1,036,038   

Net realized gain on investments

     3,066,368        3,651,498        8,829,283        755,665        1,765,674        359,764   

Net change in unrealized appreciation (depreciation) of investments

     7,281,066        (2,651,835     13,383,732        7,512,775        2,284,271        3,430,972   

Net increase in net assets resulting from operations

     11,004,362        1,086,408        33,212,475        12,145,744        6,707,460        4,826,774   

Distributions to Shareholders:

            

From net investment income:

            

Investor Class shares

     (65,727     —          (513,605     (47,086     (267,731     (127,867

Service Class shares

     (59,475     —          (212,503     (67,600     (566,171     (503,038

Institutional Class shares

     (515,623     (40,605     (10,293,393     (3,756,093     (1,840,234     (406,732

From net realized gain on investments:

            

Investor Class shares

     (284,897     —          (489,470     (11,141     (151,342     (35,012

Service Class shares

     (254,894     —          (151,088     (4,593     (238,541     (91,799

Institutional Class shares

     (1,519,282     —          (6,843,897     (296,700     (819,406     (125,846

Total distributions to shareholders

     (2,699,898     (40,605     (18,503,956     (4,183,213     (3,883,425     (1,290,294

Capital Share Transactions: 1

            

Proceeds from sale of shares

     61,039,434        33,151,581        227,205,967        106,653,506        135,331,842        48,229,252   

Reinvestment of dividends and distributions

     1,891,681        25,672        10,650,826        2,753,597        3,538,904        1,133,303   

Cost of shares repurchased

     (29,585,259     (10,084,063     (75,852,285     (21,102,328     (25,417,586     (8,465,939

Net increase from capital share transactions

     33,345,856        23,093,190        162,004,508        88,304,775        113,453,160        40,896,616   

Total increase in net assets

     41,650,320        24,138,993        176,713,027        96,267,306        116,277,195        44,433,096   

Net Assets:

            

Beginning of year

     62,781,496        38,642,503        146,084,134        49,816,828        63,501,576        19,068,480   

End of year

   $ 104,431,816      $ 62,781,496      $ 322,797,161      $ 146,084,134      $ 179,778,771      $ 63,501,576   

End of year undistributed net investment income

     —          —          —        $ 12,261        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1  

See Note 1(g) of the Notes to Financial Statements.

 

 

The accompanying notes are an integral part of these financial statements.

31


Table of Contents

 

GW&K Small Cap Equity Fund

Financial Highlights

For a share outstanding throughout each period

 

 

     For the year ended December 31,  

Investor Class

   2012     2011     2010     2009     2008 #  

Net Asset Value, Beginning of Year

   $ 15.87      $ 15.64      $ 12.05      $ 9.10      $ 15.01   

Income from Investment Operations:

          

Net investment income (loss)

     0.14 3,4       (0.02 ) 3       0.01 3       0.09 3       0.12   

Net realized and unrealized gain (loss) on investments

     2.153        0.25 3       3.58 3       2.86 3       (5.66

Total from investment operations

     2.29        0.23        3.59        2.95        (5.54

Distributions to Shareholders from:

          

Net investment income

     (0.08     —          (0.00 ) 5       —          (0.12

Net realized gain on investments

     (0.36     —          —          —          (0.25

Total distributions to shareholders

     (0.44     —          (0.00 ) 5       —          (0.37

Net Asset Value, End of Year

   $ 17.72      $ 15.87      $ 15.64      $ 12.05      $ 9.10   

Total Return 1

     14.45     1.47     29.81     32.42 % 6       (37.34 )% 6  

Ratio of net expenses to average net assets

     1.41 % 7       1.39     1.42     1.22     1.20

Ratio of net investment income (loss) to average net assets 1

     0.78     (0.14 )%      0.07     1.02     0.97

Portfolio turnover

     14     25     19     109     33

Net assets at end of year (000’s omitted)

   $ 14,707      $ 3,349      $ 1,914      $ 1,260      $ 32,052   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

          

Ratio of total expenses to average net assets

     1.62     1.71     1.84     1.70     1.36

Ratio of net investment income (loss) to average net assets

     0.57     (0.46 )%      (0.35 )%      0.55     0.81
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

                       For the
period ended

December 31,
2009*
 
     For the year ended December 31,    

Service Class

   2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 15.85      $ 15.59      $ 12.01      $ 10.65   

Income from Investment Operations:

        

Net investment income 3

     0.06 4       0.01        0.04        0.02   

Net realized and unrealized gain on investments 3

     2.26        0.25        3.56        1.42   

Total from investment operations

     2.32        0.26        3.60        1.44   

Distributions to Shareholders from:

        

Net investment income

     (0.08     —          (0.02     (0.08

Net realized gain on investments

     (0.36     —          —          —     

Total distributions to shareholders

     (0.44     —          (0.02     (0.08

Net Asset Value, End of Period

   $ 17.73      $ 15.85      $ 15.59      $ 12.01   

Total Return 1

     14.67 % 6       1.67 % 6       30.01 % 6       13.46 % 11  

Ratio of net expenses to average net assets

     1.20 % 7       1.20     1.20     1.17 % 12  

Ratio of net investment income to average net assets 1

     0.44     0.04     0.30     0.43 % 12  

Portfolio turnover

     14     25     19     109 % 11  

Net assets at end of period (000’s omitted)

   $ 13,052      $ 19,007      $ 18,788      $ 15,382   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     1.41     1.52     1.62     1.53 % 12  

Ratio of net investment income (loss) to average net assets

     0.23     (0.28 )%      (0.12 )%      0.06 % 12  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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Table of Contents

 

GW&K Small Cap Equity Fund

Financial Highlights

For a share outstanding throughout each period

 

 

                       For the
period ended
December 31,

2009
 
     For the year ended December 31,    

Institutional Class

   2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 15.87      $ 15.59      $ 12.01      $ 10.65   

Income from Investment Operations:

        

Net investment income 3

     0.14 4       0.05        0.07        0.03   

Net realized and unrealized gain on investments 3

     2.23        0.25        3.57        1.41   

Total from investment operations

     2.37        0.30        3.64        1.44   

Distributions to Shareholders from:

        

Net investment income

     (0.12     (0.02     (0.06     (0.08

Net realized gain on investments

     (0.36     —          —          —     

Total distributions to shareholders

     (0.48     (0.02     (0.06     (0.08

Net Asset Value, End of Period

   $ 17.76      $ 15.87      $ 15.59      $ 12.01   

Total Return 1

     14.97 % 6       1.90     30.28     13.56 % 11  

Ratio of net expenses to average net assets

     0.96 % 7       0.95     0.95     0.95 % 12  

Ratio of net investment income to average net assets 1

     0.84     0.30     0.55     0.62 % 12  

Portfolio turnover

     14     25     19     109 % 11  

Net assets at end of period (000’s omitted)

   $ 76,673      $ 40,425      $ 17,941      $ 9,995   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     1.17     1.27     1.37     1.32 % 12  

Ratio of net investment income (loss) to average net assets

     0.63     (0.02 )%      0.13     0.25 % 12  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Financial Highlights

For a share outstanding throughout each period

 

 

                       For the
period ended

December 31,
2009*
 
     For the year ended December 31,    

Investor Class

   2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 9.55      $ 8.79      $ 8.81      $ 8.23   

Income from Investment Operations:

        

Net investment income

     0.36 3       0.37 3       0.37        0.18   

Net realized and unrealized gain (loss) on investments

     0.93 3       0.78 3       (0.03     0.60   

Total from investment operations

     1.29        1.15        0.34        0.78   

Distributions to Shareholders from:

        

Net investment income

     (0.36     (0.37     (0.36     (0.20

Net realized gain on investments

     (0.24     (0.02     —          —     

Total distributions to shareholders

     (0.60     (0.39     (0.36     (0.20

Net Asset Value, End of Period

   $ 10.24      $ 9.55      $ 8.79      $ 8.81   

Total Return 1

     13.69 % 6       13.48     3.81     9.51 % 11  

Ratio of net expenses to average net assets

     1.07 % 8       1.17 % 9       1.27     1.04 % 12  

Ratio of net investment income to average net assets 1

     3.53     4.02     4.10     4.52 % 12  

Portfolio turnover

     70     31     50     82 % 11  

Net assets at end of period (000’s omitted)

   $ 21,413      $ 5,689      $ 557      $ 125   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     1.27     1.40     1.57     1.56 % 12  

Ratio of net investment income to average net assets

     3.33     3.79     3.80     4.00 % 12  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

                       For the
period ended

December 31,
2009*
 
     For the year ended December 31,    

Service Class

   2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 9.54      $ 8.79      $ 8.81      $ 8.23   

Income from Investment Operations:

        

Net investment income

     0.38 3       0.40 3       0.39        0.21   

Net realized and unrealized gain (loss) on investments

     0.93 3       0.77 3       (0.02     0.58   

Total from investment operations

     1.31        1.17        0.37        0.79   

Distributions to Shareholders from:

        

Net investment income

     (0.38     (0.40     (0.39     (0.21

Net realized gain on investments

     (0.24     (0.02     —          —     

Total distributions to shareholders

     (0.62     (0.42     (0.39     (0.21

Net Asset Value, End of Period

   $ 10.23      $ 9.54      $ 8.79      $ 8.81   

Total Return 1

     13.90     13.65     4.09     9.62 % 11  

Ratio of net expenses to average net assets

     0.86 % 8       0.94 % 9       1.01     0.79 % 12  

Ratio of net investment income to average net assets 1

     3.74     4.48     4.36     4.77 % 12  

Portfolio turnover

     70     31     50     82 % 11  

Net assets at end of period (000’s omitted)

   $ 6,401      $ 2,145      $ 1,181      $ 11   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     1.06     1.16     1.31     1.31 % 12  

Ratio of net investment income to average net assets

     3.54     4.26     4.06     4.25 % 12  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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Table of Contents

 

GW&K Municipal Enhanced Yield Fund

Financial Highlights

For a share outstanding throughout each period

 

 

     For the year ended December 31,  

Institutional Class

   2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Year

   $ 9.53      $ 8.78      $ 8.81      $ 6.70      $ 9.37   

Income from Investment Operations:

          

Net investment income

     0.40 3       0.41 3       0.40        0.37        0.44   

Net realized and unrealized gain (loss) on investments

     0.93 3       0.78 3       (0.03     2.11        (2.67

Total from investment operations

     1.33        1.19        0.37        2.48        (2.23

Distributions to Shareholders from:

          

Net investment income

     (0.40     (0.42     (0.40     (0.37     (0.44

Net realized gain on investments

     (0.24     (0.02     —          —          —     

Total distributions to shareholders

     (0.64     (0.44     (0.40     (0.37     (0.44

Net Asset Value, End of Year

   $ 10.22      $ 9.53      $ 8.78      $ 8.81      $ 6.70   

Total Return 1

     14.13 % 6       13.94     4.15     37.62     (24.72 )% 

Ratio of net expenses to average net assets

     0.65 % 8       0.69 % 9       0.79     0.79     0.79

Ratio of net investment income to average net assets 1

     3.96     4.69     4.58     4.77     4.82

Portfolio turnover

     70     31     50     82     13

Net assets at end of year (000’s omitted)

   $ 294,983      $ 138,250      $ 48,079      $ 17,544      $ 3,541   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

          

Ratio of total expenses to average net assets

     0.85     0.91     1.09     1.31     1.67

Ratio of net investment income to average net assets

     3.76     4.47     4.28     4.25     3.94
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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Table of Contents

 

GW&K Municipal Bond Fund

Financial Highlights

For a share outstanding throughout each period

 

 

     For the year ended December 31,     For the
period ended
December 31, 2009**
 
    

Investor Class

   2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 11.21      $ 10.29      $ 10.27      $ 10.00   

Income from Investment Operations:

        

Net investment income 3

     0.20        0.27        0.31        0.15   

Net realized and unrealized gain on investments 3

     0.38        0.97        0.09        0.33   

Total from investment operations

     0.58        1.24        0.40        0.48   

Distributions to Shareholders from:

        

Net investment income

     (0.19     (0.27     (0.31     (0.15

Net realized gain on investments

     (0.08     (0.05     (0.07     (0.06

Total distributions to shareholders

     (0.27     (0.32     (0.38     (0.21

Net Asset Value, End of Period

   $ 11.52      $ 11.21      $ 10.29      $ 10.27   

Total Return 1

     5.27 % 6       12.16     3.89     4.79 % 11  

Ratio of net expenses to average net assets

     0.80 % 10       0.81     0.75     0.59 % 12  

Ratio of net investment income to average net assets 1

     1.71     2.46     2.91     2.93 % 12  

Portfolio turnover

     39     26     22     13 % 11  

Net assets at end of period (000’s omitted)

   $ 22,726      $ 8,777      $ 2,856      $ 850   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     1.18     1.34     1.45     2.31 % 12  

Ratio of net investment income to average net assets

     1.33     1.93     2.21     1.21 % 12  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     For the year ended December 31,     For the
period ended
December 31, 2009**
 
    

Service Class

   2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 11.23      $ 10.30      $ 10.28      $ 10.00   

Income from Investment Operations:

        

Net investment income 3

     0.23        0.30        0.33        0.16   

Net realized and unrealized gain on investments 3

     0.38        0.97        0.09        0.33   

Total from investment operations

     0.61        1.27        0.42        0.49   

Distributions to Shareholders from:

        

Net investment income

     (0.22     (0.29     (0.33     (0.15

Net realized gain on investments

     (0.08     (0.05     (0.07     (0.06

Total distributions to shareholders

     (0.30     (0.34     (0.40     (0.21

Net Asset Value, End of Period

   $ 11.54      $ 11.23      $ 10.30      $ 10.28   

Total Return 1

     5.53     12.52     4.05     4.89 % 11  

Ratio of net expenses to average net assets

     0.55 % 10       0.54     0.55     0.54 % 12  

Ratio of net investment income to average net assets 1

     1.97     2.80     3.13     2.98 % 12  

Portfolio turnover

     39     26     22     13 % 11  

Net assets at end of period (000’s omitted)

   $ 35,444      $ 22,705      $ 15,032      $ 12,752   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     0.93     1.09     1.25     2.26 % 12  

Ratio of net investment income to average net assets

     1.59     2.25     2.43     1.26 % 12  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

36


Table of Contents

 

GW&K Municipal Bond Fund

Financial Highlights

For a share outstanding throughout each period

 

 

     For the year ended December 31,     For the
period ended
December 31, 2009**
 

Institutional Class

   2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 11.26      $ 10.33      $ 10.31      $ 10.00   

Income from Investment Operations:

        

Net investment income 3

     0.25        0.30        0.35        0.17   

Net realized and unrealized gain on investments 3

     0.40        0.99        0.09        0.36   

Total from investment operations

     0.65        1.29        0.44        0.53   

Distributions to Shareholders from:

        

Net investment income

     (0.25     (0.31     (0.35     (0.16

Net realized gain on investments

     (0.08     (0.05     (0.07     (0.06

Total distributions to shareholders

     (0.33     (0.36     (0.42     (0.22

Net Asset Value, End of Period

   $ 11.58      $ 11.26      $ 10.33      $ 10.31   

Total Return 1

     5.80 % 6       12.71 % 6       4.27 % 6       5.31 % 6,11  

Ratio of net expenses to average net assets

     0.35 % 10       0.34     0.34     0.34 % 12  

Ratio of net investment income to average net assets 1

     2.15     2.79     3.31     3.18 % 12  

Portfolio turnover

     39     26     22     13 % 11  

Net assets at end of period (000’s omitted)

   $ 121,609      $ 32,019      $ 1,180      $ 231   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     0.73     0.83     1.04     2.06 % 12  

Ratio of net investment income to average net assets

     1.77     2.30     2.61     1.46 % 12  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

Notes to Financial Highlights

 

The following footnotes should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.

 

#  

At the close of business on November 7, 2008, the BNY Hamilton Multi-Cap Equity Fund, a series of BNY Hamilton Funds, Inc. was re-organized into a series of the Managers AMG Funds.

 

At the close of business on November 7, 2008, the BNY Hamilton Municipal Enhanced Yield Fund, a series of BNY Hamilton Funds, Inc. was re-organized into a series of the Managers AMG Funds.

* Commenced operations on July 27, 2009.
** Commenced operations on June 30, 2009.
1  

Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)

2  

Excludes the impact of expense reimbursement and expense offsets such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Note 1(c) of Notes to Financial Statements.)

3  

Per share numbers have been calculated using average shares.

4  

Includes non-recurring dividends. Without these dividends net investment income per share would have been $0.03, $(0.05) and $0.03 for the Investor Class, Service Class and Institutional Class, respectively.

5  

Rounds to less than $0.01.

6  

The Total Return is based on the Financial Statement Net Asset Values as shown above.

7  

Includes non-routine extraordinary expenses amounting to $572 or 0.008%, $507 or 0.004%, and $3,040 or 0.005% of average net assets for the Investor Class, Service Class, and Institutional Class, respectively.

8  

Includes non-routine extraordinary expenses amounting to $896 or 0.006%, $284 or 0.005%, and $ 12,545 or 0.005% of average net assets for the Investor Class, Service Class, and Institutional Class, respectively.

9  

Effective July 1, 2011, as described in the current prospectus, the Fund’s expense cap was reduced to 0.64% from 0.79%. The expense ratio shown reflects the weighted average expense ratio for the full year ended December 31, 2011.

10

Includes non-routine extraordinary expenses amounting to $845 or 0.005%, $1,344 or 0.005%, and $4,666 or 0.005% of average net assets for the Investor Class, Service Class, and Institutional Class, respectively.

11

Not annualized.

12

Annualized.

 

 

37


Table of Contents

 

Notes to Financial Statements

December 31, 2012

 

 

1. Summary of Significant Accounting Policies

Managers AMG Funds (the “Trust”) is an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust is comprised of a number of different Funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are GW&K Small Cap Equity Fund (“Small Cap Equity”), GW&K Municipal Enhanced Yield Fund (“Municipal Enhanced”), and GW&K Municipal Bond Fund (“Municipal Bond”), collectively the “Funds.”

Each Fund offers three classes of shares: Investor Class, Service Class, and Institutional Class. Each class represents an interest in the same assets of the Fund and the classes are identical except for class specific expenses related to shareholder activity. Each class has equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan. Please refer to a current prospectus for additional information on each share class.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds’ investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Funds (the “Board”).

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Short-term investments having a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

Under certain circumstances, the value of certain Fund investments (including derivatives) may be based on an evaluation of fair value,

pursuant to procedures established by and under the general supervision of the Board. The Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that investment in an arm’s-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors, such as future cash flows, interest rates, yield curves, volatilities, credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio investment is not traded in a public market or the principal market in which the investment trades is closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (the “Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of thinly traded securities that are judged to be stale so that they reflect fair value. An investment’s valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Funds’ fair value procedures.

 

 

     
  38  


Table of Contents

 

Notes to Financial Statements (continued)

 

 

U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 — inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 — inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with observable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

b. Security Transactions

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date. Dividend and interest income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are

reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

The Funds have a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Funds’ custodian, whereby each Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to each Fund. For the year ended December 31, 2012, the custodian expense was not reduced.

Overdrafts will cause a reduction of any balance credits, computed at 2% above the effective Federal funds rate on the day of the overdraft. For the year ended December 31, 2012, overdraft fees for Small Cap Equity, Municipal Enhanced and Municipal Bond equaled $51, $4 and $82, respectively.

The Trust also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby balance credits are used to offset banking charges and other out-of-pocket expenses. For the year ended December 31, 2012, the transfer agent expense for Small Cap Equity, Municipal Enhanced and Municipal Bond was reduced by $20, $64 and $29, respectively.

Total returns and net investment income for the Funds would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits but include non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses.

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid monthly except for Small Cap Equity which will be declared and paid annually in December. Distributions of capital gains, if any, will be made on an annual basis and when required for Federal excise tax purposes. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for losses deferred due to wash sales, equalization accounting for tax purposes and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

 

 

     
  39  


Table of Contents

 

Notes to Financial Statements (continued)

 

 

The tax character of distributions paid during the years ended December 31, 2012 and December 31, 2011 were as follows:

 

     Small Cap Equity      Municipal Enhanced*      Municipal Bond**  
     2012      2011      2012      2011      2012      2011  

Distributions paid from:

                 

Ordinary income

   $ 574,873       $ 40,605       $ 11,011,721       $ 3,870,779       $ 2,657,514       $ 1,036,038   

Short-term capital gains

     —           —           5,538,176         288,153         472,100         166,440   

Long-term capital gains

     2,125,025         —           1,954,059         24,281         753,811         87,816   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 2,699,898       $ 40,605       $ 18,503,956       $ 4,183,213       $ 3,883,425       $ 1,290,294   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

* The ordinary income distributions paid by Municipal Enhanced which were tax-exempt for the periods 2012 and 2011 were $10,990,197 and $3,850,721, respectively.
** The ordinary income distributions paid by Municipal Bond which were tax-exempt for the periods 2012 and 2011 were $2,655,942 and $1,033,914, respectively.

As of December 31, 2012, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

     Small Cap
Equity
     Municipal
Enhanced
     Municipal
Bond
 

Capital loss carryforward

     —           —           —     

Undistributed ordinary income

     —           —           —     

Undistributed short-term capital gains

     —         $ 16,251       $ 598,145   

Undistributed long-term capital gains

   $ 356,521         1,613,981         47,128   

Post-October loss deferral

     —           —           —     

 

e. Federal Taxes

Each Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on Small Cap Equity’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2012, and for all open tax years and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Under the Regulated Investment Company Modernization Act of 2010, post-enactment capital losses may be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years

following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f. Capital Loss Carryovers and Deferrals

As of December 31, 2012, the Funds had no accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes. Should the Funds incur net capital losses for the year ended December 31, 2012, such amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

For the year ended December 31, 2012, the following Fund utilized capital loss carryovers in the amount of:

 

     Capital Loss Carryovers
Utilized
 
     Short-Term      Long-Term  

Small Cap Equity

   $ 648,741         —     
 

 

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation. Dividends and distributions to shareholders are recorded on the ex-dividend date.

 

 

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Table of Contents

 

Notes to Financial Statements (continued)

 

 

For the year ended December 31, 2012 and the year ended December 31, 2011, the capital stock transactions by class for Small Cap Equity, Municipal Enhanced, and Municipal Bond were as follows:

 

     Small Cap Equity     Municipal Enhanced  
     2012     2011     2012     2011  
     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

Investor Class:

                

Proceeds from sale of shares

     661,596      $ 11,559,692        134,684      $ 2,141,999        1,844,578      $ 18,730,009        653,881      $ 6,073,965   

Reinvestment of distributions

     18,679        327,254        —          —          97,351        996,355        5,775        53,835   

Cost of shares repurchased

     (61,245     (1,065,589     (46,013     (713,804     (446,918     (4,563,327     (127,271     (1,136,429
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     619,030      $ 10,821,357        88,671      $ 1,428,195        1,495,011      $ 15,163,037        532,385      $ 4,991,371   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Service Class:

                

Proceeds from sale of shares

     457,074      $ 7,912,815        141,941      $ 2,236,516        893,489      $ 9,054,679        143,709      $ 1,303,040   

Reinvestment of distributions

     9,376        164,363        —          —          35,585        363,486        7,951        72,193   

Cost of shares repurchased

     (929,303     (15,990,211     (147,781     (2,317,510     (528,152     (5,448,127     (61,189     (551,665
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase (Decrease)

     (462,853   $ (7,913,033     (5,840   $ (80,994     400,922      $ 3,970,038        90,471      $ 823,568   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Institutional Class:

                

Proceeds from sale of shares

     2,415,820      $ 41,566,927        1,842,670      $ 28,773,066        19,836,942      $ 199,421,279        10,927,236      $ 99,276,501   

Reinvestment of distributions

     79,776        1,400,064        1,649        25,672        1,075,605        10,977,201        287,523        2,627,569   

Cost of shares repurchased

     (724,429     (12,529,459     (448,037     (7,052,749     (6,564,515     (67,527,047     (2,182,496     (19,414,234
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     1,771,167      $ 30,437,532        1,396,282      $ 21,745,989        14,348,032      $ 142,871,433        9,032,263      $ 82,489,836   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Municipal Bond  
     2012     2011  
     Shares     Amount     Shares     Amount  

Investor Class:

        

Proceeds from sale of shares

     1,587,428      $ 18,184,365        613,041      $ 6,611,233   

Reinvestment of distributions

     35,901        412,206        13,825        150,245   

Cost of shares repurchased

     (434,179     (4,956,436     (121,740     (1,310,720
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     1,189,150      $ 13,640,135        505,126      $ 5,450,758   
  

 

 

   

 

 

   

 

 

   

 

 

 

Service Class:

        

Proceeds from sale of shares

     1,487,928      $ 17,108,880        1,073,812      $ 11,485,255   

Reinvestment of distributions

     42,343        486,345        43,322        465,028   

Cost of shares repurchased

     (481,580     (5,538,677     (554,664     (5,940,159
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     1,048,691      $ 12,056,548        562,470      $ 6,010,124   
  

 

 

   

 

 

   

 

 

   

 

 

 

Institutional Class:

        

Proceeds from sale of shares

     8,716,771      $ 100,038,597        2,791,882      $ 30,132,764   

Reinvestment of distributions

     228,690        2,640,353        47,141        518,030   

Cost of shares repurchased

     (1,288,304     (14,922,473     (110,427     (1,215,060
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     7,657,157      $ 87,756,477        2,728,596      $ 29,435,734   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

41


Table of Contents

 

Notes to Financial Statements (continued)

 

 

At December 31, 2012, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the outstanding shares of the following Funds: Small Cap Equity — five collectively own 64%; Municipal Enhanced — seven collectively own 85%; Municipal Bond — five collectively own 80%. Transactions by these shareholders may have a material impact on their respective Fund.

 

h. Delayed Delivery Transactions and When-Issued Securities

Municipal Bond has entered into securities transactions on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Funds’ Schedule of Portfolio Investments. With respect to purchase commitments, the Funds identify securities as segregated in their records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in the Funds’ Statement of Assets and Liabilities. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

2. Agreements and Transactions with Affiliates

For each of the Funds, the Trust has entered into an Investment Management Agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects subadvisors for the Funds (subject to Board approval) and monitors each subadvisor’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by Gannett Welsh & Kotler, LLC who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in GWK.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the year ended December 31, 2012, the annual investment management fees rates, as a percentage of average daily net assets, were as follows:

 

     Investment
Management
Fees
 

Small Cap Equity

     0.75

Municipal Enhanced

     0.50

Municipal Bond

     0.35

The Investment Manager has contractually agreed, through at least May 1, 2013, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction

costs, acquired fund fees and expenses and extraordinary items) to the following percentages of each Fund’s average daily net assets:

 

Small Cap Equity

     0.95

Municipal Enhanced

     0.64

Municipal Bond

     0.34

Each Fund is obligated to repay the Investment Manager such amounts waived, paid, or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause that Fund’s total operating expenses in any such future year to exceed that Fund’s respective expense cap.

For the year ended December 31, 2012, each Fund’s components of reimbursement available are detailed in the following chart:

 

     Small Cap
Equity
    Municipal
Enhanced
    Municipal
Bond
 

Reimbursement Available - 12/31/11

   $ 380,159      $ 349,843      $ 425,789   

Additional Reimbursements

     175,265        301,527        495,219   

Expired Reimbursements

     (96,999     (62,323     (108,447
  

 

 

   

 

 

   

 

 

 

Reimbursement Available - 12/31/12

   $ 458,425      $ 589,047      $ 812,561   
  

 

 

   

 

 

   

 

 

 

Each Fund has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all aspects of managing the Funds’ operations, including administration and shareholder services to each Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as intermediary with the Funds’ shareholders. The Funds pay a fee to the Administrator at the rate of 0.25% per annum of each Fund’s average daily net assets for this service. Effective February 1, 2012, the Administrator for Municipal Enhanced is voluntarily waiving a portion of its administration fee on 90% of the Fund’s net assets. The waiver, which may be modified or terminated at any time after August 1, 2012, amounts to 0.10% on first the $250 million of the Fund’s net assets and 0.15% on the remaining net assets. For the year ended December 31, 2012, the amount waived was $256,418 or 0.09%.

The aggregate annual retainer paid to each Independent Trustee of the Board is $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trust receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional payment of $8,000 per year. The Trustees’ fees and expenses are allocated among all of the Funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial statements represents the Funds’ allocated portion of the total fees and expenses paid by the Managers Funds.

 

 

     
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Table of Contents

 

Notes to Financial Statements (continued)

 

 

Beginning January 1, 2013, the annual retainer paid to each Independent Trustee of the Board will be $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts will receive an additional payment of $25,000 per year. The Chairman of the Audit Committee will receive an additional payment of $10,000 per year.

The Funds are distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers through brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangement discussed below, generally MDI bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Trust has adopted a distribution and service plan (the “Plan”) with respect to the Investor Class shares of each Fund, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of the FINRA regarding asset-based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of such class of the Fund’s shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to 0.25% annually of each Fund’s average daily net assets attributable to the Investor Class shares.

The Plan further provides for periodic payments by MDI to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments by the Investor Class shares of a Fund for shareholder servicing may not exceed an annual rate of 0.25% of the average daily net asset value of the Fund’s shares of that class owned by the clients of such broker, dealer or financial intermediary. Additional expenses to the Investor and Service Class shares include payments to third parties who maintain omnibus accounts; these payments to third parties represent shareholder recordkeeping services and are expected not to exceed 0.25% of each Fund’s Class average daily net assets. The actual expense and the impact on the expense ratios for the year ended December 31, 2012, was the following:

 

     Investor Class     Service Class  

Fund

   Fee      Ratio
Impact
    Fee      Ratio
Impact
 

Small Cap Equity

   $ 15,282         0.20   $ 33,368         0.24

Municipal Enhanced

     25,331         0.18     12,293         0.22

Municipal Bond

     30,933         0.20     55,743         0.19

The Securities and Exchange Commission granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible Managers Funds. Participation in this interfund lending program is voluntary

for both borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Investment Manager administers the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the year ended December 31, 2012, the Funds did not borrow from and/or lend to any other Managers Funds.

3. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the year ended December 31, 2012, were as follows:

 

     Long-Term Securities  

Fund

   Purchases      Sales  

Small Cap Equity

   $ 43,045,997       $ 11,382,921   

Municipal Enhanced

   $ 327,841,344       $ 184,339,472   

Municipal Bond

   $ 143,889,565       $ 47,397,735   

The Funds had no purchases or sales of U.S. Government obligations during the year ended December 31, 2012.

4. Commitments and Contingencies

In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, the Funds have had no prior claims or losses and expect the risks of material loss to be remote.

5. New Accounting Pronouncements

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the Funds’ financial statements and disclosures.

6. Subsequent Events

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements which require additional disclosure in or adjustment of the Funds’ financial statements.

 

 

 

     
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Table of Contents

 

Notes to Financial Statements (continued)

 

 

 

Tax Information (unaudited)

GW&K Small Cap Equity Fund, GW&K Municipal Enhanced Yield Fund and GW&K Municipal Bond Fund hereby designates the maximum amounts allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2012 Form-DIVs you receive for the Funds will show the tax status of all distributions paid to you during the year.

In accordance with federal tax law, the following Funds hereby make the following designations regarding their year ended December 31, 2012.

Municipal Enhanced

 

   

All the dividends paid from net investment income are “exempt-interest dividends” (not generally subject to regular federal income tax), except $5,530,396 that is being designated as an ordinary income distribution for reporting purposes.

Municipal Bond

 

   

All the dividends paid from net investment income are “exempt-interest dividends” (not generally subject to regular federal

   

income tax), except $2,674,136 that is being designated as an ordinary income distribution for reporting purposes.

The percentage of Qualified Dividend Income (“QDI”) and Dividends Received Deduction (“DRD”) for distributions paid is as follows:

 

    Small Cap
Equity
    Municipal
Enhanced
    Municipal
Bond
 
    2012     2011     2012     2011     2012     2011  

Ordinary Income - QDI

    100.00     100.00     —          —          —          —     

Ordinary Income - DRD

    100.00     100.00     —          —          —          —     

Pursuant to section 852 of the Internal Revenue Code, GW&K Small Cap Equity Fund, GW&K Municipal Enhanced Yield Fund and GW&K Municipal Bond Fund each hereby designates as a capital gain distribution with respect to the taxable year ended December 31, 2012, $2,125,025, $1,954,059 and $753,811, respectively, or if subsequently determined to be different, the net capital gains of such year.

 

 

 

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Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Managers AMG Funds and the Shareholders of GW&K Small Cap Equity Fund, GW&K Municipal Enhanced Yield Fund, and GW&K Municipal Bond Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GW&K Small Cap Equity Fund, GW&K Municipal Enhanced Yield Fund and GW&K Municipal Bond Fund (the “Funds”) at December 31, 2012, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2013

 

 

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Table of Contents

 

Trustees and Officers

 

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

 

Name, Date of Birth, Number
of Funds Overseen in Fund
Complex*

  

Principal Occupation(s) During Past 5
Years and Other Directorships Held by
Trustee

Bruce B. Bingham, 12/01/48

 

•   Trustee since 2012

 

•   Oversees 37 Funds in Fund Complex

   Partner, Hamilton Partners (real estate development firm) (1987 - Present).

William E. Chapman, II, 9/23/41

 

•   Independent Chairman

 

•   Trustee since 1999

 

•   Oversees 37 Funds in Fund Complex

   President and Owner, Longboat Retirement Planning Solutions (1998 - Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002 - 2009); Trustee of Bowdoin College (2002 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Edward J. Kaier, 9/23/45

 

•   Trustee since 1999

 

•   Oversees 37 Funds in Fund Complex

   Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007 - Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977 - 2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Steven J. Paggioli, 4/3/50

 

•   Trustee since 2004

 

•   Oversees 37 Funds in Fund Complex

   Independent Consultant (2002 - Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986 - 2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990 - 2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991 - 2001); Trustee, Professionally Managed Portfolios (43 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 - Present); Trustee of Aston Funds (26 portfolios).

Eric Rakowski, 6/5/58

 

•   Trustee since 1999

 

•   Oversees 37 Funds in Fund Complex

   Professor, University of California at Berkeley School of Law (1990 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Thomas R. Schneeweis, 5/10/47

 

•   Trustee since 2004

 

•   Oversees 37 Funds in Fund Complex

   Professor of Finance, University of Massachusetts (1977 - Present); Director, CISDM at the University of Massachusetts, (1996-Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001 - Present); Partner, S Capital Management, LLC (2007 - Present); President, TRS Associates (1982 - Present); Partner, White Bear Partners, LLC (2007 - 2010); Partner, Northampton Capital Management, LLC (2004 - 2010); Trustee of Aston Funds (26 portfolios).

 

* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

Interested Trustees

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.

 

Name, Date of Birth, Number
of Funds Overseen in Fund
Complex*

  

Principal Occupation(s) During Past 5
Years and Other Directorships Held by
Trustee

Christine C. Carsman, 4/2/52

 

•   Trustee since 2011

 

•   Oversees 37 Funds in Fund Complex

   Deputy General Counsel, Affiliated Managers Group, Inc. (2011 - Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004 - Present); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004 - 2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995 - 2004).

Officers

 

Name, Date of Birth,

Position(s) Held with Fund
and Length of Time  Served

  

Principal Occupation(s) During Past 5
Years

Keitha L. Kinne, 5/16/58

 

•   President since 2012

 

•   Chief Operating Officer since 2007

   Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007-Present); Chief Investment Officer, Managers Investment Group LLC (2008 - Present); President, Managers Distributors, Inc. (2012 - Present); Chief Operating Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Managing Director, Legg Mason & Co., LLC (2006 - 2007); Managing Director, Citigroup Asset Management (2004 - 2006).

Lewis Collins, 2/22/66

 

•   Secretary since 2011

 

•   Chief Legal Officer since 2011

   Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010 - Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006 - 2010); Senior Counsel, Affiliated Managers Group, Inc. (2002 - 2006); Attorney, Ropes & Gray LLP (1998 - 2002).

Donald S. Rumery, 5/29/58

 

•   Chief Financial Officer since 2007

 

•   Treasurer since 1999

   Senior Vice President, Managers Investment Group LLC (2005 - Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000 - 2012); Treasurer, The Managers Funds (1995 - Present); Treasurer, Managers Trust I and Managers Trust II (2000 - Present); Chief Financial Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Vice President, The Managers Funds LLC, (1994 - 2004).

John J. Ferencz, 3/09/62

 

•   Chief Compliance Officer since 2010

   Vice President, Legal and Compliance, Managers Investment Group LLC (2010 - Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005 - 2010).

Michael S. Ponder, 9/12/73

 

•   Assistant Secretary since 2011

   Senior Vice President and Counsel, Managers Investment Group LLC (2011 - Present); Attorney, DeNovo Legal (2009 - 2010); Vice President, Credit Suisse (2007 - 2009); Associate, Willkie Farr & Gallagher LLP (2006 - 2007).

Matthew B. Wallace, 11/24/80

 

•   Anti-Money Laundering Compliance Officer since 2012

   Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012 - Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010 - 2012); Compliance Specialist, Calamos Advisors LLC (2007 - 2010).
 

 

 

46


Table of Contents

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Table of Contents

 

Investment Manager and Administrator

Managers Investment Group LLC

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

Distributor

Managers Distributors, Inc.

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

Subadvisor

Gannett Welsh & Kotler, LLC

222 Berkeley St.

Boston, MA 02116

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

Legal Counsel

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Managers

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

For ManagersChoiceTM Only

Managers

c/o BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9847

Providence, RI 02940-8047

(800) 358-7668

 

 

LOGO

 


Table of Contents

M ANAGERS AND M ANAGERS AMG F UNDS

 

E QUITY F UNDS

   

B ALANCED F UNDS

 

C ADENCE  C APITAL  A PPRECIATION

C ADENCE M ID -C AP

C ADENCE E MERGING C OMPANIES

Cadence Capital Management, LLC

 

E SSEX  S MALL /M ICRO  C AP  G ROWTH

Essex Investment Management Co., LLC

 

FQ T AX -M ANAGED U.S. E QUITY

FQ U.S. E QUITY

First Quadrant, L.P.

 

F RONTIER S MALL C AP G ROWTH

Frontier Capital Management Company, LLC

 

GW&K S MALL C AP E QUITY

Gannett Welsh & Kotler, LLC

 

M ICRO -C AP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

 

R EAL E STATE S ECURITIES

Urdang Securities Management, Inc.

 

R ENAISSANCE L ARGE C AP G ROWTH

Renaissance Group LLC

 

 

S KYLINE S PECIAL E QUITIES

P ORTFOLIO

Skyline Asset Management, L.P.

 

S PECIAL E QUITY

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

 

S YSTEMATIC V ALUE

S YSTEMATIC M ID C AP V ALUE

Systematic Financial Management, L.P.

 

T IMES S QUARE I NTERNATIONAL

S MALL C AP F UND

T IMES S QUARE M ID C AP G ROWTH

T IMES S QUARE S MALL C AP G ROWTH

TSCM G ROWTH E QUITY

TimesSquare Capital Management, LLC

 

T RILOGY G LOBAL E QUITY

T RILOGY E MERGING M ARKETS E QUITY

T RILOGY I NTERNATIONAL S MALL C AP

Trilogy Global Advisors, L.P.

 

Y ACKTMAN F UND

Y ACKTMAN F OCUSED F UND

Yacktman Asset Management L.P.

   

 

C HICAGO  E QUITY  P ARTNERS  B ALANCED

Chicago Equity Partners, LLC

 

A LTERNATIVE F UNDS

 

FQ G LOBAL A LTERNATIVES

FQ G LOBAL E SSENTIALS

First Quadrant, L.P.

 

I NCOME F UNDS

 

B OND (M ANAGERS )

F IXED I NCOME

G LOBAL I NCOME O PPORTUNITY

Loomis, Sayles & Co., L.P.

 

B OND (M ANAGERS PIMCO)

Pacific Investment Management Co. LLC

 

C ALIFORNIA I NTERMEDIATE T AX -F REE

Miller Tabak Asset Management LLC

 

GW&K F IXED I NCOME F UND

GW&K M UNICIPAL B OND

GW&K M UNICIPAL E NHANCED Y IELD

Gannett Welsh & Kotler, LLC

 

H IGH Y IELD

J.P. Morgan Investment Management LLC

 

I NTERMEDIATE  D URATION  G OVERNMENT

S HORT D URATION G OVERNMENT

Smith Breeden Associates, Inc.

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

 

 

 

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by Managers Distributors, Inc., member FINRA.

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) Web site at www. sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.

 

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

 

   LOGO

www.managersinvest.com

 

 

LOGO


Table of Contents

 

LOGO


Table of Contents

Renaissance Large Cap Growth Fund

 

Annual Report — December 31, 2012

 

TABLE OF CONTENTS

   Page  

LETTER TO SHAREHOLDERS

     1   

ABOUT YOUR FUND’S EXPENSES

     2   

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULE OF PORTFOLIO INVESTMENTS

  

 

3

  

  

NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS

     7   

FINANCIAL STATEMENTS

  

Statement of Assets and Liabilities

     8   

Balance sheet, net asset value (NAV) per share computations and cumulative undistributed amounts

  

Statement of Operations

     9   

Detail of sources of income, expenses, and realized and unrealized gains (losses) during the year

  

Statements of Changes in Net Assets

     10   

Detail of changes in assets for the past two years

  

FINANCIAL HIGHLIGHTS

     11   

Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

  

NOTES TO FINANCIAL STATEMENTS

     13   

Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     18   

TRUSTEES AND OFFICERS

     19   

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.

 


Table of Contents

Letter to Shareholders

 

 

Dear Shareholder:

Thank you for your investment in The Managers Funds. Our foremost goal at Managers Investment Group (MIG) is to provide investment products and solutions that help our shareholders and clients successfully reach their investment goals and objectives. We do this by offering a broad selection of funds managed by a collection of Affiliated Managers Group’s (AMG) Affiliate investment boutiques, along with a complementary series of open-architecture mutual funds.

The past year has been an exciting one for us at MIG. In connection with AMG’s investment in Yacktman Asset Management (“Yacktman”), MIG partnered with Yacktman in reorganizing the Yacktman Focused Fund and the Yacktman Fund into The Managers Funds. The addition of the Yacktman Funds to our platform brought our total assets under management to over $25 billion at the end of 2012.

Additionally, in an effort to better meet our shareholders’ needs as well as bring consistency across our funds, we restructured our share class offerings across many of our Funds, which included discontinuing certain share classes with sales charges (commonly called sales loads). As a result, many of our Funds now offer three No Load share classes – Investor, Service, and Institutional Share Classes. We believe this simplified structure makes it easier for our clients as well as Financial Advisors to select the appropriate share class to match their needs.

During 2012, we also executed on other changes to certain Funds, which included reducing expense ratios on several Funds to ensure that our offerings remain competitive and affordable for our clients.

As we enter into 2013, both known and unknown risks remain to the global economy and its growth prospects. Nevertheless, we remain optimistic that the collective fiscal and monetary efforts undertaken over the past several years will continue to have a positive impact on the global economy. In the meantime, we remain confident that our Funds are well positioned to weather an uncertain economic environment.

We thank you for your continued confidence and investment in The Managers Funds. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit.

 

Respectfully,
LOGO
Keitha Kinne
President
The Managers Funds

 

1


Table of Contents

 

About Your Fund’s Expenses

 

 

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

For the six months ended December 31, 2012

   Expense
Ratio
for the
Period
    Beginning
Account
Value
07/01/12
     Ending
Account
Value
12/31/2012
     Expenses
Paid
During
the
Period*
 

Renaissance Large Cap Growth Fund

          

Investor Class Shares

          

Based on Actual Fund Return

     1.16   $ 1,000       $ 1,075       $ 6.05   

Hypothetical (5% return before expenses)

     1.16   $ 1,000       $ 1,019       $ 5.89   

Service Class Shares

          

Based on Actual Fund Return

     0.81   $ 1,000       $ 1,077       $ 4.23   

Hypothetical (5% return before expenses)

     0.81   $ 1,000       $ 1,021       $ 4.12   

Institutional Class Shares

          

Based on Actual Fund Return

     0.66   $ 1,000       $ 1,078       $ 3.45   

Hypothetical (5% return before expenses)

     0.66   $ 1,000       $ 1,022       $ 3.35   

 

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 366.
 

 

 

2


Table of Contents

 

Renaissance Large Cap Growth Fund

Portfolio Manager’s Comments

 

 

THE YEAR IN REVIEW

The Renaissance Large Cap Growth Fund (Institutional Class) returned 17.62% for the year ending December 31, 2012, while its primary benchmark, the Russell 1000 ® Growth Index, rose 15.26%.

For the year, the Renaissance Large Cap Growth Fund outperformed its benchmark. Portfolio positioning and security selection contributed to the Portfolio’s outperformance. The portfolio is positioned to benefit from a continuation of the economic recovery and has a tilt towards companies that will benefit from such continuation. For example, the Fund has overweights to the consumer discretionary and information technology sectors but is underweight to consumer staples. All three of those exposures contributed to the outperformance of the Fund during the last year. This positioning is driven by Renaissance’s investment strategy, not any top-down macro bet. Fundamentals continue to improve and the more defensive sectors seem overvalued relative to more cyclical sectors.

The Fiscal Cliff negotiations at the end of the year were both dramatic and ultimately disappointing, and in the end, failed to significantly address the long-term growth of Federal debt. The debate now shifts to the next increase in the Federal debt ceiling, due by the end of February. It appears that the political disarray in Washington will continue to dominate headlines for some time.

This is unfortunate, since many fundamental measures of economic health have been improving over the past year. Corporate profits are at an all-time high and home prices appear to have posted their first yearly gain since 2006. Finally, sovereign debt fears in several European countries have receded, which reduces a source of market volatility that has frequently bled into the U.S. equity market.

A resolution of the Fiscal Cliff will likely be well received by the market, given the improving fundamental backdrop described above. We continue to believe that stocks are attractively priced, especially compared to cash equivalent and fixed-income alternatives.

Political events dominated the attention of the markets in the latter portion of 2012, as President Obama won re-election in the U.S. and leadership transitioned peacefully in both China and Japan. In the U.S. this probably means a continuation of the Federal Reserve’s low interest rate policy is likely. Fed Chairman Bernanke stated in December that as long as the unemployment rate was above 6.5%, the Fed would continue to curb the level of interest rates. As the unemployment rate is currently 7.8% and is falling very slowly, this implies that low interest rates will continue through 2013 and probably for some time thereafter.

Low interest rates have contributed to the rebound in housing and have allowed financial institutions and other corporations to refinance debt at

historically attractive rates. A sustained low interest rate environment will further support these trends, as well as provide impetus for investors to seek higher yielding investments in both the equity and fixed income markets. While reaching for yield can be a dangerous strategy, we believe that stocks in particular will benefit from low interest rates for the next several years.

While overall GDP growth has been subpar over the past several years, the rebound in corporate profits has continued to be impressive. Since the economic bottom in March 2009, through the latest data available on September 2012, corporate profits have risen 73%. Over a longer-term period beginning at the end of 1999, corporate profits have risen 221%, while the S&P 500 has gained only 3%. Cost reductions, productivity gains and strong gains in exports have all played a role in the explosion of corporate profits. As a result, the P/E multiple of the S&P 500 in trailing earnings ended the year at roughly 14X, still below its longer-term average. Importantly, the market multiple is well below historical levels when considering the level of inflation. We believe that investors are still not recognizing the strong profitability picture of U.S. companies, their robust growth opportunities internationally or their solid balance sheets.

We share the frustration of many of our clients in the seeming inability of our representatives in Washington to resolve partisan differences and address critical budget issues. We remain optimistic that ultimately a resolution will be found, but expect that the process will be long in coming and ugly to watch. Even so, the fundamental backdrop of the economy and the stock market suggest that good investment opportunities exist for investors willing to take a longer-term view.

This commentary reflects the viewpoints of Renaissance Group, LLC, as of December 31, 2012 and is not intended as a forecast or guarantee of future results.

CUMULATIVE TOTAL RETURN PERFORMANCE

Renaissance Large Cap Growth Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The chart compares a hypothetical $10,000 investment made in Renaissance Large Cap Growth Fund on June 3, 2009 to a $10,000 investment made in the Russell 1000 ® Growth Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

 

 

 

3


Table of Contents

 

Renaissance Large Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

 

LOGO

The table below shows the average annual total returns for the Renaissance Large Cap Growth Fund and the Russell 1000 ® Growth Index for the same time periods ended December 31, 2012.

 

     Average Annual Total Returns 1  
     One Year     Since Inception     Inception Date  

Renaissance Large Cap Growth Fund 2,3

      

Investor Class

     17.10     12.12     06/03/09   

Service Class

     17.42     12.41     06/03/09   

Institutional Class

     17.62     12.63     06/03/09   

Russell 1000 ® Growth Index 4

     15.26     15.64     06/03/09  

 

 

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit our Web site at www.managersinvest.com.

 

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Funds are distributed by Managers Distributors, Inc., a member of FINRA.

 

 

Date reflects inception date of the Fund, not the index.

1  

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are the average annual return. The listed returns on the Fund are net of expenses and based on the published NAV as of December 31, 2012. All returns are in U.S. dollars ($).

2  

From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

3  

Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium capitalization companies) when stocks of large capitalization companies are out of favor. The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

4  

The Russell 1000 ® Growth Index is a market capitalization weighted index that measures the performance of those Russell 1000 ® companies with higher price-to-book ratio and higher forecasted growth values. Unlike the Fund, the Russell 1000 ® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

The Russell 1000 ® Index is a registered trademark of Russell Investments. Russell ® is a trademark of Russell Investments.

Not FDIC insured, nor bank guaranteed. May lose value.

 

 

 

4


Table of Contents

 

Renaissance Large Cap Growth Fund

Fund Snapshots

December 31, 2012

 

 

Portfolio Breakdown (unaudited)

 

Industry

   Renaissance
Large Cap
Growth Fund**
    Russell  1000 ®
Growth Index
 

Information Technology

     31.9     30.9

Consumer Discretionary

     26.6     16.8

Health Care

     19.5     12.0

Industrials

     9.0     12.7

Financials

     5.3     4.6

Materials

     3.5     4.0

Consumer Staples

     1.8     12.5

Energy

     0.0     4.0

Utilities

     0.0     0.2

Telecommunication Services

     0.0     2.3

Other Assets and Liabilities

     2.4     0.0

 

** As a percentage of net assets

Top Ten Holdings (unaudited)

 

Security Name

   % of
Net Assets
 

Apple, Inc.*

     1.9

Macy’s, Inc.

     1.9   

Bed Bath & Beyond, Inc.

     1.9   

Ross Stores, Inc.

     1.9   

Accenture PLC, Class A

     1.9   

Teradata Corp.

     1.9   

CR Bard, Inc.*

     1.9   

Symantec Corp.

     1.8   

Stryker Corp.

     1.8   

Expedia, Inc.

     1.8   
  

 

 

 

Top Ten as a Group

     18.7
  

 

 

 

 

* Top Ten Holding at June 30, 2012
 

 

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

 

 

5


Table of Contents

 

Renaissance Large Cap Growth Fund

Schedule of Portfolio Investments

December 31, 2012

 

 

     Shares      Value  

Common Stocks - 97.6%

     

Consumer Discretionary - 26.6%

     

AutoZone, Inc.*

     1,155       $ 409,367   

Bed Bath & Beyond, Inc.*

     8,442         471,992   

CBS Corp., Class B

     11,916         453,404   

Coach, Inc.

     7,014         389,347   

Discovery Communications, Inc., Class A*

     7,092         450,200   

Expedia, Inc.

     7,504         461,121   

Foot Locker, Inc.

     13,113         421,190   

Home Depot, Inc., The

     7,190         444,702   

Macy’s, Inc.

     12,194         475,810   

O’Reilly Automotive, Inc.*

     4,964         443,881   

PetSmart, Inc.

     6,519         445,508   

Ross Stores, Inc.

     8,682         470,130   

Scripps Networks Interactive, Inc., Class A

     7,776         450,386   

Time Warner Cable, Inc.

     4,635         450,476   

TJX Cos., Inc.

     9,984         423,821   

Total Consumer Discretionary

        6,661,335   

Consumer Staples - 1.8%

     

CVS Caremark Corp.

     9,150         442,403   

Financials - 5.3%

     

American Express Co.

     7,600         436,848   

BlackRock, Inc.

     2,152         444,840   

Franklin Resources, Inc.

     3,517         442,087   

Total Financials

        1,323,775   

Health Care - 19.5%

     

Agilent Technologies, Inc.

     10,926         447,310   

AmerisourceBergen Corp.

     10,312         445,272   

Celgene Corp.*

     5,657         445,319   

Cooper Cos., Inc., The

     4,765         440,667   

CR Bard, Inc.

     4,765         465,731   

Gilead Sciences, Inc.*

     6,237         458,108   

McKesson Corp.

     4,486         434,963   

Medtronic, Inc.

     10,788         442,524   

Mylan, Inc.*

     16,257         446,742   

Stryker Corp.

     8,427         461,968   

UnitedHealth Group, Inc.

     7,250         393,240   

Total Health Care

        4,881,844   

Industrials - 9.0%

     

Boeing Co., The

     6,045         455,551   
     Shares      Value  

Danaher Corp.

     7,954       $ 444,629   

Equifax, Inc.

     8,312         449,845   

Roper Industries, Inc.

     4,042         450,602   

Union Pacific Corp.

     3,561         447,689   

Total Industrials

        2,248,316   

Information Technology - 31.9%

     

Accenture PLC, Class A

     7,045         468,493   

Apple, Inc.

     905         482,392   

Broadcom Corp., Class A*

     13,815         458,796   

Cisco Systems, Inc.

     22,532         442,754   

EMC Corp.*

     17,240         436,172   

Google, Inc., Class A*

     628         445,484   

Intel Corp.

     20,908         431,332   

International Business Machines Corp.

     2,210         423,325   

Intuit, Inc.

     7,107         422,867   

KLA-Tencor Corp.

     8,997         429,697   

Microsoft Corp.

     14,703         393,011   

NetApp, Inc.*

     13,249         444,504   

Oracle Corp.

     13,265         441,990   

QUALCOMM, Inc.

     7,219         447,722   

Symantec Corp.*

     24,694         464,494   

Synopsys, Inc.*

     13,992         445,505   

Teradata Corp.*

     7,561         467,950   

Western Digital Corp.

     10,578         449,459   

Total Information Technology

        7,995,947   

Materials - 3.5%

     

Monsanto Co.

     4,703         445,139   

PPG Industries, Inc.

     3,307         447,602   

Total Materials

        892,741   

Total Common Stocks
(cost $21,362,273)

        24,446,361   

Other Investment Companies - 0.2% 1

     

Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%
(cost $42,200)

     42,200         42,200   

Total Investments - 97.8%
(cost $21,404,473)

        24,488,561   

Other Assets, less Liabilities - 2.2%

        562,276   

Net Assets - 100.0%

      $ 25,050,837   
 

 

 

The accompanying notes are an integral part of these financial statements.

6


Table of Contents

 

Notes to Schedule of Portfolio Investments

 

The following footnotes and abbreviations should be read in conjunction with the Schedule of Portfolio Investments previously presented in this report.

Based on the approximate cost of investments of $21,509,998 for Federal income tax purposes at December 31, 2012, the aggregate gross unrealized appreciation and depreciation were $3,127,377 and $148,814, respectively, resulting in net unrealized appreciation of investments of $2,978,563.

 

* Non-income producing security.
1  

Yield shown for each investment company represents the December 31, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

As of December 31, 2012, all securities in the Fund were all Level 1 inputs. For a detailed break-out of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments previously presented in this report. (See Note 1(a) in the Notes to Financial Statements.)

As of December 31, 2012, the Fund had no transfers between levels from the beginning of the reporting period.

 

 

The accompanying notes are an integral part of these financial statements.

7


Table of Contents

 

Statement of Assets and Liabilities

December 31, 2012

 

 

Assets:

  

Investments at value*

   $ 24,488,561   

Receivable for investments sold

     1,199,968   

Receivable for Fund shares sold

     173,873   

Dividends and other receivables

     11,101   

Receivable from affiliate

     7,804   

Prepaid expenses

     11,958   

Total assets

     25,893,265   

Liabilities:

  

Payable for interfund lending

     768,404   

Payable for Fund shares repurchased

     31,192   

Accrued expenses:

  

Investment advisory and management fees

     11,978   

Administrative fees

     5,445   

Trustee fees and expenses

     142   

Shareholder servicing fees - Investor Class

     121   

Distribution fees - Investor Class

     121   

Other

     25,025   

Total liabilities

     842,428   

Net Assets

   $ 25,050,837   

Net Assets Represent:

  

Paid-in capital

   $ 21,685,706   

Undistributed net investment income

     —     

Accumulated net realized gain from investments

     281,043   

Net unrealized appreciation of investments

     3,084,088   

Net Assets

   $ 25,050,837   

Investor Class Shares:

  

Net Assets

   $ 562,430   

Shares outstanding

     48,366   

Net asset value, offering and redemption price per share

   $ 11.63   

Service Class Shares:

  

Net Assets

   $ 8,814,211   

Shares outstanding

     754,515   

Net asset value, offering and redemption price per share

   $ 11.68   

Institutional Class Shares:

  

Net Assets

   $ 15,674,196   

Shares outstanding

     1,353,474   

Net asset value, offering and redemption price per share

   $ 11.58   

*  Investments at cost

   $ 21,404,473   

 

 

The accompanying notes are an integral part of these financial statements.

8


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Statement of Operations

For the year ended December 31, 2012

 

 

Investment Income:

  

Dividend income

   $ 320,220   

Expenses:

  

Investment advisory and management fees

     138,203   

Administrative fees

     62,819   

Distribution fees - Investor Class

     1,527   

Shareholder servicing fees - Service Class

     15,795   

Shareholder servicing fees - Investor Class

     1,527   

Professional fees

     30,956   

Reports to shareholders

     16,836   

Registration fees

     16,823   

Transfer agent

     9,357   

Custodian

     8,979   

Trustees fees and expenses

     1,183   

Extraordinary expense

     1,036   

Miscellaneous

     2,595   

Total expenses before offsets

     307,636   

Expense reimbursements

     (121,749

Expense reductions

     (4,356

Net expenses

     181,531   

Net investment income

     138,689   

Net Realized and Unrealized Gain (Loss):

  

Net realized gain on investments

     2,718,226   

Net change in unrealized appreciation (depreciation) of investments

     1,191,108   

Net realized and unrealized gain

     3,909,334   

Net increase in net assets resulting from operations

   $ 4,048,023   

 

 

The accompanying notes are an integral part of these financial statements.

9


Table of Contents

 

Statements of Changes in Net Assets

For the year ended December 31,

 

 

     2012     2011  

Increase (Decrease) in Net Assets From Operations:

    

Net investment income

   $ 138,689      $ 94,594   

Net realized gain on investments

     2,718,226        2,233,587   

Net change in unrealized appreciation (depreciation) of investments

     1,191,108        (3,069,995

Net increase (decrease) in net assets resulting from operations

     4,048,023        (741,814

Distributions to Shareholders:

    

From net investment income:

    

Investor Class shares

     (410     —     

Service Class shares

     (37,484     (90,556

Institutional Class shares

     (101,631     (9,444

From net realized gain on investments:

    

Investor Class shares

     (43,919     (106,221

Service Class shares

     (675,277     (1,895,552

Institutional Class shares

     (1,288,574     (1,236,287

Total distributions to shareholders

     (2,147,295     (3,338,060

Capital Share Transactions: 1

    

Proceeds from sale of shares

     14,121,119        15,395,502   

Reinvestment of dividends and distributions

     1,059,012        2,342,942   

Cost of shares repurchased

     (16,797,269     (17,723,472

Net increase (decrease) from capital share transactions

     (1,617,138     14,972   

Total increase (decrease) in net assets

     283,590        (4,064,902

Net Assets:

    

Beginning of year

     24,767,247        28,832,149   

End of year

   $ 25,050,837      $ 24,767,247   

End of year undistributed net investment income

     —          —     
  

 

 

   

 

 

 

 

1  

See note 1(f) of the Notes to Financial Statements.

 

 

The accompanying notes are an integral part of these financial statements.

10


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Renaissance Large Cap Growth Fund

Financial Highlights

For a share outstanding throughout each period

 

 

     For the year ended December 31,    

For the

period ended

 

Investor Class

   2012     2011     2010     December 31, 2009*  

Net Asset Value, Beginning of Period

   $ 10.77      $ 12.90      $ 11.47      $ 10.00   

Income from Investment Operations:

        

Net investment income

     0.01 3       0.00 #, 3       0.03 3       0.01   

Net realized and unrealized gain (loss) on investments

     1.83 3       (0.55 ) 3       1.75 3       1.64   

Total from investment operations

     1.84        (0.55     1.78        1.65   

Less Distributions to Shareholders from:

        

Net investment income

     (0.01     —          (0.04     (0.03

Net realized gain on investments

     (0.97     (1.58     (0.31     (0.15

Total distributions to shareholders

     (0.98     (1.58     (0.35     (0.18

Net Asset Value, End of Period

   $ 11.63      $ 10.77      $ 12.90      $ 11.47   

Total Return 1

     17.10     (4.42 )%      15.53     16.46 % 5  

Ratio of net expenses to average net assets

     1.15 % 4       1.12     1.01     0.91 % 6  

Ratio of net investment income to average net assets 1

     0.10 % 4       0.03     0.24     0.43 % 6  

Portfolio turnover

     86     107     72     6 % 5  

Net assets at end of period (000’s omitted)

   $ 562      $ 769      $ 1,269      $ 290   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     1.65     1.68     1.57     2.06 % 6  

Ratio of net investment loss to average net assets

     (0.40 )%      (0.53 )%      (0.32 )%      (0.72 )% 6  
  

 

 

   

 

 

   

 

 

   

 

 

 
     For the year ended December 31,    

For the

period ended

 

Service Class

   2012     2011     2010     December 31, 2009*  

Net Asset Value, Beginning of Period

   $ 10.83      $ 12.94      $ 11.49      $ 10.00   

Income from Investment Operations:

        

Net investment income

     0.05 3       0.04 3       0.05 3       0.03   

Net realized and unrealized gain (loss) on investments

     1.82 3       (0.56 ) 3       1.76 3       1.63   

Total from investment operations

     1.87        (0.52     1.81        1.66   

Less Distributions to Shareholders from:

        

Net investment income

     (0.05     (0.01     (0.05     (0.02

Net realized gain on investments

     (0.97     (1.58     (0.31     (0.15

Total distributions to shareholders

     (1.02     (1.59     (0.36     (0.17

Net Asset Value, End of Period

   $ 11.68      $ 10.83      $ 12.94      $ 11.49   

Total Return 1

     17.42     (4.14 )%      15.77     16.60 % 5  

Ratio of net expenses to average net assets

     0.82 % 4       0.81     0.81     0.86 % 6  

Ratio of net investment income to average net assets 1

     0.43 % 4       0.34     0.44     0.48 % 6  

Portfolio turnover

     86     107     72     6 % 5  

Net assets at end of period (000’s omitted)

   $ 8,814      $ 14,772      $ 23,309      $ 20,692   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     1.32     1.37     1.37     2.01 % 6  

Ratio of net investment loss to average net assets

     (0.07 )%      (0.22 )%      (0.12 )%      (0.67 )% 6  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

11


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Renaissance Large Cap Growth Fund

Financial Highlights

For a share outstanding throughout each period

 

 

                       For the  
     For the year ended December 31,     period ended  

Institutional Class

   2012     2011     2010     December 31, 2009*  

Net Asset Value, Beginning of Period

   $ 10.74      $ 12.94      $ 11.49      $ 10.00   

Income from Investment Operations:

        

Net investment income

     0.08 3       0.06 3       0.08 3       0.04   

Net realized and unrealized gain (loss) on investments

     1.81 3       (0.55 ) 3       1.76 3       1.63   

Total from investment operations

     1.89        (0.49     1.84        1.67   

Less Distributions to Shareholders from:

        

Net investment income

     (0.08     (0.12     (0.07     (0.03

Net realized gain on investments

     (0.97     (1.59     (0.32     (0.15

Total distributions to shareholders

     (1.05     (1.71     (0.39     (0.18

Net Asset Value, End of Period

   $ 11.58      $ 10.74      $ 12.94      $ 11.49   

Total Return 1

     17.62     (3.90 )%      15.99     16.72 % 5  

Ratio of net expenses to average net assets

     0.65 % 4       0.63     0.60     0.66 % 6  

Ratio of net investment income to average net assets 1

     0.64 % 4       0.46     0.65     0.68 % 6  

Portfolio turnover

     86     107     72     6 % 5  

Net assets at end of period (000’s omitted)

   $ 15,674      $ 9,226      $ 4,254      $ 246   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ratios absent expense offsets: 2

        

Ratio of total expenses to average net assets

     1.15     1.23     1.08     1.81 % 6  

Ratio of net investment income (loss) to average net assets

     0.14     (0.14 )%      0.17     (0.47 )% 6  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

Notes to Financial Highlights

 

The following footnotes should be read in conjunction with the Financial Highlights of the Fund previously presented in this report.

 

* Commenced operations on June 3, 2009.
#  

Rounds to less than $0.01 per share.

1  

Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)

2  

Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Note 1(c) of Notes to Financial Statements.)

3  

Per share numbers have been calculated using average shares.

4  

Includes non-routine extraordinary expenses amounting to $23 or 0.004%, $354 or 0.004% and $659 or 0.004% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

5  

Not annualized.

6  

Annualized.

 

 

12


Table of Contents

 

Notes to Financial Statements

December 31, 2012

 

 

1. Summary of Significant Accounting Policies

Managers AMG Funds (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report is the Renaissance Large Cap Growth Fund (the “Fund”).

The Fund offers three classes of shares: Investor Class, Service Class, and Institutional Class. Each class represents an interest in the same assets of the Fund and the classes are identical except for class specific expenses related to shareholder activity. Each class has equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan. Please refer to a current prospectus for additional information on each share class.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Fund’s investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Fund (the “Board”).

Short-term investments having a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

Under certain circumstances, the value of certain Fund investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that investment in an arm’s-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors,

such as future cash flows, interest rates, yield curves, volatilities, credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio investment is not traded in a public market or the principal market in which the investment trades is closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (the “Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Fund may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of thinly traded securities that are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Fund’s fair value procedures.

U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

 

 

 

 

13


Table of Contents

 

Notes to Financial Statements (continued)

 

 

Level 1 — inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 — inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

b. Security Transactions

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date. Dividend and interest income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund.

The Fund had certain portfolio trades directed to various brokers, under a brokerage recapture program, which paid a portion of the Fund’s expenses. For the year ended December 31, 2012, the amount by which the Fund’s expenses were reduced and the impact on the expense ratio, if any, was: $4,349 or 0.02%.

The Fund has a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Fund’s custodian, whereby the Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would

otherwise be charged to the Fund. For the year ended December 31, 2012, the custodian expense was not reduced.

Overdrafts will cause a reduction of any balance credits, computed at 2% above the effective Federal funds rate on the day of the overdraft. For the year ended December 31, 2012, overdraft fees for the Fund equaled $27.

The Fund also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the year ended December 31, 2012, the transfer agent expense was reduced by $7.

Total returns and net investment income for the Fund would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits, but include non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses.

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared daily and paid monthly. Distributions of capital gains, if any, will be made on an annual basis and when required for Federal excise tax purposes. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for losses deferred due to wash sales, equalization accounting for tax purposes, foreign currency and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

The tax character of distributions paid during the years ended December 31, 2012 and December 31, 2012 were as follows:

 

Distributions paid from:    2012      2011  

Ordinary income

   $ 139,525       $ 97,982   

Short-term capital gains

     —           594,229   

Long-term capital gains

     2,007,770         2,645,849   
  

 

 

    

 

 

 

Totals

   $ 2,147,295       $ 3,338,060   
  

 

 

    

 

 

 

As of December 31, 2012, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

Capital loss carryforward

     —     

Undistributed ordinary income

     —     

Undistributed short-term capital gains

   $ 29,124   

Undistributed long-term capital gains

     357,444   

Post-October loss deferral

     —     

e. Federal Taxes

The Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income

 

 

 

14


Table of Contents

 

Notes to Financial Statements (continued)

 

 

requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of December 31, 2012, and for all open tax years and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, the Fund is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), post-enactment capital losses may be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally,

post-enactment capital losses that are carried forward will retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f. Captial Loss Carryovers and Deferrals

As of December 31, 2012, the Fund had no accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes. Should the Fund incur net capital losses for the year ended December 31, 2012, such amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Fund in connection with the issuance of shares is based on the valuation of those securities in accordance with the Fund’s policy on investment valuation. For the years ended December 31, 2012 and December 31, 2011 were as follows.

 

 

     Renaissance Large Cap Growth Fund  
     2012     2011  
     Shares     Amount     Shares     Amount  

Investor Class:

        

Proceeds from sale of shares

     15,002      $ 180,525        34,031      $ 448,365   

Reinvestment of distributions

     3,841        44,329        9,745        106,221   

Cost of shares repurchased

     (41,853     (502,068     (70,771     (843,186
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (23,010   $ (277,214     (26,995   $ (288,600
  

 

 

   

 

 

   

 

 

   

 

 

 

Service Class:

        

Proceeds from sale of shares

     137,299      $ 1,672,161        282,235      $ 3,585,391   

Reinvestment of distributions

     60,977        706,719        173,141        1,897,627   

Cost of shares repurchased

     (807,449     (9,583,018     (893,514     (11,698,391
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (609,173   $ (7,204,138     (438,138   $ (6,215,373
  

 

 

   

 

 

   

 

 

   

 

 

 

Institutional Class:

        

Proceeds from sale of shares

     1,023,663      $ 12,268,433        935,928      $ 11,361,746   

Reinvestment of distributions

     26,803        307,964        31,224        339,094   

Cost of shares repurchased

     (556,119     (6,712,183     (436,859     (5,181,895
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     494,347      $ 5,864,214        530,292      $ 6,518,945   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

15


Table of Contents

 

Notes to Financial Statements (continued)

 

 

At December 31, 2012, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the outstanding shares of the Fund as follows: three collectively own 92%. Transactions by these shareholders may have a material impact on the Fund.

2. Agreements and Transactions with Affiliates

The Fund has entered into an Investment Management Agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Investment Manager selects subadvisors for the Fund (subject to Board approval) and monitors the subadvisor’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by the Renaissance Group LLC (“Renaissance” or the “Subadivsor”), which serves pursuant to a subadvisory agreement between the Investment Manager and Renaissance with respect to the Fund. AMG indirectly owns a majority interest in Renaissance.

Investment management fees are paid directly by the Fund to the Investment Manager based on average net assets. For the year ended December 31, 2012, the annual investment management fee rates, as a percentage of average daily net assets, was 0.55%.

The Investment Manager has contractually agreed, through at least May 1, 2013 to waive fees and pay or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) to 0.66% of the Fund’s average daily net assets.

The Fund is obligated to repay the Investment Manager such amounts waived, paid, or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s total operating expenses in any such future year to exceed the Fund’s expense cap. For the year ended December 31, 2012, the Fund’s components of reimbursement available are detailed in the following chart:

 

Reimbursement Available - 12/31/11

   $ 372,686   

Additional Reimbursements

     121,749   

Repayments

     —     

Expired Reimbursements

     (115,583
  

 

 

 

Reimbursement Available - 12/31/12

   $ 378,852   
  

 

 

 

The Fund has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Fund’s operations, including administration and shareholder services to the Fund, its shareholders, and certain institutions, such as bank trust departments, brokerdealers and registered investment advisers, that advise or act as an intermediary with the Fund’s shareholders. The

Fund pays a fee to the Administrator at the rate of 0.25% per annum of the Fund’s average daily net assets for this service.

The aggregate annual retainer paid to each Independent Trustee of the Board is $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trust receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional payment of $8,000 per year. The Trustees’ fees and expenses are allocated among all of the Funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial statements represents the Fund’s allocated portion of the total fees and expenses paid by the Managers Funds.

Beginning January 1, 2013, the annual retainer paid to each Independent Trustee of the Board will be $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts will receive and additional payment of $25,000 per year. The Chairman of the Audit Committee will receive an additional payment of $10,000 per year.

The Fund is distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the distributor and underwriter for the Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold directly to prospective purchasers through brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangement discussed below, generally MDI bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Trust has adopted a distribution and service plan (the “Plan”) with respect to the Investor Class Shares of the Fund, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of the FINRA regarding asset based sales charges. Pursuant to the Plan, the Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of such class of the Fund’s shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to 0.25% annually of the Fund’s average daily net assets attributable to the Investor Class.

The Plan further provides for periodic payments by the Trust or MDI to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments by the Investor Class and Service Class shares of a Fund for shareholder servicing may not exceed an annual rate of 0.25% of the average daily net asset value of the Fund’s shares of that class owned by the clients of such broker, dealer or financial intermediary.

The Securities and Exchange Commission granted an exemptive order that permits the Fund to lend and borrow money for certain

 

 

 

 

16


Table of Contents

 

Notes to Financial Statements (continued)

 

 

temporary purposes directly to and from other eligible Managers Funds. Participation in this interfund lending program is voluntary for both borrowing and lending Funds, and an interfund loan is only made if it benefits each participating Fund. The Investment Manager administers the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the year ended December 31, 2012, the Fund borrowed $768,404 from other Managers Funds for 4 days paying interest of $125. The interest amount is included in the Statement of Operations as miscellaneous expense. At December 31, 2012, the Fund had $768,404 in outstanding loans.

3. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the year ended December 31, 2012, were $20.861,679 and $24,336,799, respectively. There were no purchases or sales of U.S. Government obligations for the Fund.

4. Commitments and Contingencies

In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund had no prior claims or losses and expects the risks of loss to be remote.

5. New Accounting Pronouncements

In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions

eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the Fund’s financial statements and disclosures.

6. Subsequent Events

The Fund has determined that no material events or transactions occurred through the issuance date of the Fund’s financial statements, which require additional disclosure in or adjustment of the Fund’s financial statements.

 

 

Tax Information (unaudited)

The Renaissance Large Cap Growth Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2012 Form 1099-DIV you receive for the Fund will show the tax status of all distributions paid to you during the calendar year.

 

     2012     2011  

Ordinary Income - QDI

     0     100.00

Ordinary Income - DRD

     0     43.94

Pursuant to section 852 of the Internal Revenue Code, Renaissance Large Cap Growth Fund hereby designates $2,007,770, as a capital gain distribution with respect to the taxable year ended December 31, 2012, or if subsequently determined to be different, the net capital gains of such year

 

 

 

17


Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of The Managers Fund and the Shareholders of Renaissance Large Cap Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Renaissance Large Cap Growth Fund (the “Fund”) at December 31, 2012, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the custodian provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2013

 

 

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Table of Contents

 

Trustees and Officers

 

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.

 

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

 

Name, Date of Birth, Number of
Funds Overseen in Fund
Complex*

 

Principal Occupation(s) During Past 5
Years and Other Directorships Held by
Trustee

Bruce B. Bingham, 12/01/48

 

•   Trustee since 2012

 

•   Oversees 37 Funds in Fund Complex

  Partner, Hamilton Partners (real estate development firm) (1987 - Present).

William E. Chapman, II, 9/23/41

 

•   Independent Chairman

 

•   Trustee since 1999

 

•   Oversees 37 Funds in Fund Complex

  President and Owner, Longboat Retirement Planning Solutions (1998 - Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002 - 2009); Trustee of Bowdoin College (2002 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Edward J. Kaier, 9/23/45

 

•   Trustee since 1999

 

•   Oversees 37 Funds in Fund Complex

  Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007 - Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977 - 2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Steven J. Paggioli, 4/3/50

 

•   Trustee since 2004

 

•   Oversees 37 Funds in Fund Complex

  Independent Consultant (2002 - Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986 - 2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990 - 2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991 - 2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 - Present); Trustee of Aston Funds (26 portfolios).

Eric Rakowski, 6/5/58

 

•   Trustee since 1999

 

•   Oversees 37 Funds in Fund Complex

  Professor, University of California at Berkeley School of Law (1990 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Thomas R. Schneeweis, 5/10/47

 

•   Trustee since 2004

 

•   Oversees 37 Funds in Fund Complex

  Professor of Finance, University of Massachusetts (1977 - Present); Director, CISDM at the University of Massachusetts, (1996 - Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001 - Present); Partner, S Capital Management, LLC (2007 - Present); President, TRS Associates (1982 - Present); Partner, White Bear Partners, LLC (2007 - 2010); Partner, Northampton Capital Management, LLC (2004 - 2010); Trustee of Aston Funds (26 portfolios).

 

* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

Interested Trustees

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.

Name, Date of Birth, Number of
Funds Overseen in Fund
Complex*

 

Principal Occupation(s) During Past 5
Years and Other Directorships Held by
Trustee

Christine C. Carsman, 4/2/52

 

•   Trustee since 2011

 

•   Oversees 37 Funds in Fund Complex

  Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011 - Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007 - 2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004 - 2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004 - 2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995 - 2004).

 

Officers

 

Name, Date of Birth, Position(s)
Held with Fund and Length of
Time Served

 

Principal Occupation(s) During Past 5
Years

Keitha L. Kinne, 5/16/58

 

•   President since 2012

 

•   Chief Operating Officer since 2007

  Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007 - Present); Chief Investment Officer, Managers Investment Group LLC (2008 - Present); President, Managers Distributors, Inc. (2012 - Present); Chief Operating Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Managing Director, Legg Mason & Co., LLC (2006 - 2007); Managing Director, Citigroup Asset Management (2004 - 2006).

Lewis Collins, 2/22/66

 

•   Secretary since 2011

 

•   Chief Legal Officer since 2011

  Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010 - Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006 - 2010); Senior Counsel, Affiliated Managers Group, Inc. (2002 - 2006); Attorney, Ropes & Gray LLP (1998-2002).

Donald S. Rumery, 5/29/58

 

•   Chief Financial Officer since 2007

 

•   Treasurer since 1999

  Senior Vice President, Managers Investment Group LLC (2005 - Present); Treasurer, The Managers Funds (1995 - Present); Treasurer, Managers Trust I and Managers Trust II (2000 - Present); Chief Financial Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000 - 2012); Vice President, The Managers Funds LLC, (1994 - 2004).

John J. Ferencz, 3/09/62

 

•   Chief Compliance Officer since 2010

  Vice President, Legal and Compliance, Managers Investment Group LLC (2010 - Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005 - 2010).

Michael S. Ponder, 9/12/73

 

•   Assistant Secretary since 2011

  Senior Vice President and Counsel, Managers Investment Group LLC (2011 - Present); Attorney, DeNovo Legal (2009 - 2010); Vice President, Credit Suisse (2007 - 2009); Associate, Willkie Farr & Gallagher LLP (2006 - 2007).

Matthew B. Wallace, 11/24/80

 

•   Anti-Money Laundering Compliance Officer since 2012

  Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012 - Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010 - 2012); Compliance Specialist, Calamos Advisors LLC (2007 - 2010).
 

 

 

     
  19  


Table of Contents

 

Investment Manager and Administrator

Managers Investment Group LLC

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

Distributor

Managers Distributors, Inc.

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

Subadvisor

Renaissance Group LLC

625 Eden Park Drive

Suite 1200

Cincinnati, OH 45202

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

Legal Counsel

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Managers

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

For ManagersChoice TM Only

Managers

c/o BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9847

Providence, RI 02940-8047

(800) 358-7668

 

 

 

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Table of Contents

M ANAGERS AND M ANAGERS AMG F UNDS

 

E QUITY F UNDS

  

B ALANCED F UNDS

C ADENCE C APITAL A PPRECIATION    S KYLINE S PECIAL E QUITIES    C HICAGO  E QUITY  P ARTNERS  B ALANCED
C ADENCE M ID -C AP    P ORTFOLIO    Chicago Equity Partners, LLC
C ADENCE E MERGING C OMPANIES    Skyline Asset Management, L.P.   

Cadence Capital Management, LLC

     

A LTERNATIVE F UNDS

   S PECIAL E QUITY   
E SSEX S MALL /M ICRO C AP G ROWTH    Ranger Investment Management, L.P.    FQ G LOBAL A LTERNATIVES

Essex Investment Management Co., LLC

   Lord, Abbett & Co. LLC    FQ G LOBAL E SSENTIALS
   Smith Asset Management Group, L.P.    First Quadrant, L.P.
FQ T AX -M ANAGED U.S. E QUITY    Federated MDTA LLC   
FQ U.S. E QUITY      

I NCOME F UNDS

First Quadrant, L.P.    S YSTEMATIC V ALUE   
   S YSTEMATIC M ID C AP V ALUE    B OND (M ANAGERS )

F RONTIER S MALL C AP G ROWTH

Frontier Capital Management Company, LLC

 

GW&K S MALL C AP E QUITY

Gannett Welsh & Kotler, LLC

 

M ICRO -C AP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

 

R EAL E STATE S ECURITIES

Urdang Securities Management, Inc.

 

R ENAISSANCE L ARGE C AP G ROWTH

Renaissance Group LLC

  

Systematic Financial Management, L.P.

 

T IME S QUARE I NTERNATIONAL S MALL C AP F UND

T IMES S QUARE M ID C AP G ROWTH

T IMES S QUARE S MALL C AP G ROWTH

TSCM G ROWTH E QUITY

TimesSquare Capital Management, LLC

 

T RILOGY G LOBAL E QUITY

T RILOGY  E MERGING  M ARKETS  E QUITY

T RILOGY I NTERNATIONAL S MALL C AP

Trilogy Global Advisors, L.P.

 

Y ACKTMAN F UND

Y ACKTMAN F OCUSED F UND

Yacktman Asset Management L.P.

  

G LOBAL I NCOME O PPORTUNITY

Loomis, Sayles & Co., L.P.

 

B OND (M ANAGERS PIMCO)

Pacific Investment Management Co. LLC

 

C ALIFORNIA I NTERMEDIATE T AX -F REE

Miller Tabak Asset Management LLC

 

GW&K F IXED I NCOME F UND

GW&K M UNICIPAL B OND

GW&K M UNICIPAL E NHANCED Y IELD B OND

Gannett Welsh & Kotler, LLC

 

H IGH Y IELD

J.P. Morgan Investment Management LLC

 

I NTERMEDIATE D URATION G OVERNMENT

S HORT D URATION G OVERNMENT

Smith Breeden Associates, Inc.

 

 

This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by Managers Distributors, Inc., member FINRA.

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) Web site at www. sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s Web site at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

  

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www.managersinvest.com

 

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Table of Contents

Managers AMG Funds

Yacktman Focused Fund

(formerly The Yacktman Focused Fund)

Yacktman Fund

(formerly The Yacktman Fund)

 

ANNUAL REPORT

December 31, 2012

 

 


Table of Contents

MESSAGE TO SHAREHOLDERS

 

 

Dear Shareholders:

In the year ending December 31, 2012, Yacktman Focused Fund and Yacktman Fund produced returns of 10.6% and 11.5%, respectively, while the benchmark, the S&P 500 Index, returned 16.0%. We are pleased to have delivered solid absolute results last year in a portfolio largely comprised of what we believe to be extremely high quality companies.

Our long-term goal is to achieve solid absolute rates of return over multi-year time periods while managing the overall level of risk in the Funds. Looking at our historical results below, the returns of last year were fairly similar to and consistent with the positive results we have achieved over longer time periods.

 

Average Annual Returns

   Yacktman
Focused Fund
    S&P  500 ®  

Service Share Class:

    

One Year (01/01/12 - 12/31/12)

     10.57     16.00

Three Years (01/01/10 - 12/31/12)

     9.93     10.87

Five Years (01/01/08 - 12/31/12)

     10.59     1.66

Ten Years (01/01/03 - 12/31/12)

     10.95     7.10

Institutional Share Class:

    

Inception (07/24/12 - 12/31/12)

     6.22     7.72

Cumulative Returns

            

Service Share Class:

    

One Year (01/01/12 - 12/31/12)

     10.57     16.00

Three Years (01/01/10 - 12/31/12)

     32.83     36.30

Five Years (01/01/08 - 12/31/12)

     65.43     8.59

Ten Years (01/01/03 - 12/31/12)

     182.77     98.58

 

LOGO

The chart assumes an initial gross investment of $10,000 made on 12/31/02.

 

 

 

 

2


Table of Contents

Average Annual Returns

   Yacktman Fund     S&P  500 ®  

Service Share Class:

    

One Year (01/01/12 - 12/31/12)

     11.47     16.00

Three Years (01/01/10 - 12/31/12)

     10.45     10.87

Five Years (01/01/08 - 12/31/12)

     9.68     1.66

Ten Years (01/01/03 - 12/31/12)

     10.63     7.10

Cumulative Returns

            

Service Share Class:

    

One Year (01/01/12 - 12/31/12)

     11.47     16.00

Three Years (01/01/10 - 12/31/12)

     34.73     36.30

Five Years (01/01/08 - 12/31/12)

     58.72     8.59

Ten Years (01/01/03 - 12/31/12)

     174.67     98.58

 

LOGO

The chart assumes an initial gross investment of $10,000 made on 12/31/02.

Returns shown include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and the principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call 800.457.6033 or visit our Web site at www.managersinvest.com.

From time to time the Fund’s advisor has waived fees or reimbursed expenses, which may have resulted in higher returns.

Your co-Portfolio Managers have significant personal investments in the Yacktman Focused Fund, and in 2012 made additional contributions to this Fund. Our aggregate holdings in Yacktman Focused Fund now exceed $100 million. We believe that our goals are aligned with the shareholders of this Fund as we and our families have a significant personal stake in our investment decisions. Currently the Portfolio Managers do not hold any shares of the Yacktman Fund.

 

 

 

 

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Table of Contents

The top-10 equity positions represented 59% and 51% of net assets at the end of the year in Yacktman Focused and Yacktman Fund, respectively. In a world of extreme uncertainty, we continue to feel confident in the durability and valuation of these companies. A listing of the top-10 equity positions is presented later in this report.

Portfolio Review

Media

In 2012, News Corp was the biggest contributor to Fund returns, appreciating more than 40%. Business execution was strong, especially in the cable content division, and the company continued its shareholder friendly behavior, both repurchasing a significant amount of stock and announcing that it would be splitting the company into two separate entities. We think the split could help the shares continue to deliver strong results as the market more fully appreciates what we see, which is a fast growing cable content division that has had its extraordinary growth obscured by declining newspaper results.

Viacom produced strong free cash flow and the stock appreciated solidly last year, though the company struggled with ratings at networks like Nickelodeon and MTV. Viacom has recently stepped-up its investments in new programming which we believe will help results this year. Our position in Comcast also rose sharply in 2012.

Consumer Staples

Consumer staples shares were generally modest performers during the year as the stocks of high-quality, stable staples businesses were left behind in the broader market rally. From August 30, 2010 through December 31, 2012, Procter & Gamble, PepsiCo, Sysco and Clorox are up 22%, 15%, 22%, and 22% before dividends, compared to the S&P 500’s strong 41%. We believe that this underperformance relative to the broader market is more a result of investor sentiment than results and should lead to better than average performance from these companies going forward. We especially like these staples positions because the rates of return we ex-

 

 

 

4


Table of Contents

pect over time are especially attractive given the consistency and quality of these businesses.

Avon’s shares disappointed in 2012, though we believe Avon’s global distribution channel and products have significantly more value than the current share price. We like the management changes that occurred at the company and believe that the shares are very attractive given the expected earnings power of the business.

“Old Tech”

Many PC-related stocks struggled last year as concerns about the future of the business caused investors to avoid these shares. Our position in Microsoft appreciated only modestly, even though the business executed fairly well. HP declined, though we were pleased to see a much improved management focus. In the latter part of the year we purchased a small position in Dell. Both Dell and HP have significant business exposure to services and non-PC businesses, which we think have been underappreciated recently. While the challenges these companies face are real, we believe the valuations offer compelling potential over time.

Cisco’s shares performed satisfactorily in 2012. The shares continue to be inexpensive as investors generally are avoiding “old tech” shares, though not to the same extent as PC-related stocks. Our investments in technology companies are more a result of valuation than strong future growth prospects. As we often say, “It’s almost all about the price.”

Health Care

Shares in health care stocks were generally stronger in 2012, with medical device stocks like C.R. Bard, Stryker and Covidien all up solidly. Johnson & Johnson and Pfizer also performed well in 2012.

Financial Services

The financial service sector was the strongest market segment in 2012, rebounding from weakness in 2011. Top contributors to Fund results in the financial area include US Bank, BNY Mellon, Goldman Sachs, in both Funds, and Bank of America and Janus in the Yacktman Fund only.

 

 

 

5


Table of Contents

Special Situations

Investments in companies we consider to be special situations - those we think have greater uncertainty coupled with extremely compelling valuation - had mixed results last year. Our investment in Apollo Group declined as the business is facing a large number of issues, including enrollment pressures and competitive challenges from other higher education institutions. We think, over the long term, the company’s competitive position is solid and the valuation is compelling.

Research in Motion rallied sharply in the last few months of the year on positive anticipation of its new Blackberry 10 product. The position produced solid results for Fund holders in 2012 even though the stock declined during the year because we took advantage of lower prices to purchase additional shares. As the stock rebounded sharply, more than doubling from the low, we sold some shares to keep the position size as a modest weighting in each Fund.

A Note on Position Sizing

We think position sizing is one of the most important aspects of good portfolio management. We generally take bigger positions in higher quality, diverse companies that we think can acceptably compound capital at attractive rates of returns or securities that are extremely mispriced due to investor perception issues. At times you may see us take surprising positions in companies that have business challenges like Research in Motion, but we use our investment experience to determine when we can take a significant position weighting and when we should not.

Conclusion

We are happy with the returns of 2012. We believe the quality level of the companies in the Funds is extremely high and valuations are attractive. We will work hard to examine current positions and new opportunities and, as always, we will continue to be diligent, objective and patient when managing Yacktman Focused Fund and Yacktman Fund.

 

 

 

6


Table of Contents

This commentary reflects the viewpoints of Yacktman Asset Management LP, as of December 31, 2012 and is not intended as a forecast or guarantee of future results.

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For this and other information, please call 800.457.6033 or visit www.managersinvest.com to download a free prospectus. Read it carefully before investing or sending money.

The S&P 500 ® Index is capitalization-weighted index of 500 stocks. The S&P 500 ® Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the S&P 500 ® Index is unmanaged, is not available for investment, and does not incur expenses.

The S&P 500 ® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved.

Funds are distributed by Managers Distributors, Inc., a member of FINRA.

The Funds are subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. High yield bonds (also known as “junk bonds”) are subject to additional risks such as the risk of default. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall. Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

The Funds can invest in securities of different market capitalizations (small, mid and large capitalizations) and styles (growth vs. value), each of which will react differently to various market movements. A greater percentage of the Yacktman Focused Fund’s holdings may be focused in a smaller number of securities which may place the Fund at greater risk than a more diversified fund.

The performance information shown and Fund inception dates reflect that of the predecessor Funds, The Yacktman Fund and The Yacktman Focused Fund, which were reorganized into the Yacktman Fund, and the Yacktman Focused Fund, respectively, on June 29, 2012, and were managed by Yacktman Asset Management with the same investment objectives and substantially similar investment policies as those of the predecessor Funds.

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.

 

 

 

7


Table of Contents

EXPENSE EXAMPLE

For the Six Months Ended December 31, 2012 (unaudited)

 

 

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not

 

 

 

8


Table of Contents

EXPENSE EXAMPLE (continued)

For the Six Months Ended December 31, 2012 (unaudited)

 

 

 

reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

YACKTMAN FOCUSED FUND

 

     Beginning
Account
Value
07/01/2012
     Ending
Account
Value
12/31/2012
     Expenses Paid
During the Period
07/01/12 - 12/31/12
1
 

Service Share Class:

        

Expense ratio for the period - 1.27%

        

Actual

   $ 1,000       $ 1,039       $ 6.51   

Hypothetical (5% Annual Return)

   $ 1,000       $ 1,019       $ 6.44   

Institutional Share Class:

        

Expense ratio for the period - 1.09%

        

Actual

   $ 1,000       $ 1,062       $ 5.65   

Hypothetical (5% Annual Return)

   $ 1,000       $ 1,020       $ 5.53   
YACKTMAN FUND         
     Beginning
Account
Value
07/01/2012
     Ending
Account
Value
12/31/2012
     Expenses Paid
During the Period
07/01/12 - 12/31/12
1
 

Service Share Class:

        

Expense ratio for the period - 0.76%

        

Actual

   $ 1,000       $ 1,042       $ 3.90   

Hypothetical (5% Annual Return)

   $ 1,000       $ 1,021       $ 3.86   

 

1  

Expenses are equal to the Funds’ annualized expense ratios multiplied by the average account value over the period, multiplied by the number of days in the period (184), then divided by 366.

 

 

 

9


Table of Contents

EQUITY PURCHASES

For the Six Months Ended December 31, 2012 (unaudited)

 

 

 

NEW PURCHASES

   Current
Shares Held
     Current
Shares Held
 
     Yacktman
Focused Fund
     Yacktman
Fund
 

C.H. Robinson Worldwide Inc.

     700,000           
C.H. Robinson Worldwide, Inc., a third-party logistics company, provides freight transportation services and logistics solutions to companies in various industries worldwide. It offers transportation and logistics services, such as truckload, less-than-truckload, intermodal, ocean and air freight transportation, as well as transportation management, customs brokerage and warehousing services through contractual relationships with approximately 53,000 transportation companies, including motor carriers, railroads, air freight carriers and ocean carriers.      

Dell, Inc.

     5,700,000         6,437,000   
Dell provides integrated technology solutions in the information technology (IT) industry worldwide. It designs, develops, manufactures, markets, sells and supports mobility and desktop products, including notebooks, workstations, tablets, smartphones and desktop PCs, as well as servers and networking products. The company offers storage solutions, including storage area networks, network-attached storage, direct-attached storage and various backup systems. It also provides IT and business services comprising transactional services, such as support, managed deployment, enterprise installation      

 

 

 

10


Table of Contents

EQUITY PURCHASES (continued)

For the Six Months Ended December 31, 2012 (unaudited)

 

 

 

 

NEW PURCHASES

   Current
Shares Held
     Current
Shares Held
 
     Yacktman
Focused Fund
     Yacktman
Fund
 

and configuration services; outsourcing services, including data center and systems management, network management, life cycle application development and management and business process outsourcing services; and project-based services consisting of IT infrastructure, applications, business process and business consulting services.

     

WellPoint Inc.

     1,600,000         1,406,800   

WellPoint, Inc., through its subsidiaries, operates as a health benefits company in the United States. The company offers various network-based managed care plans to large and small employer, individual, Medicaid and senior markets. Its managed care plans include preferred provider organizations; health maintenance organizations; point-of-service plans; traditional indemnity plans; and other hybrid plans, including consumer-driven health plans, hospital only and limited benefit products. The company also provides various managed care services comprising claims processing, underwriting, stop loss insurance, actuarial services, provider network access, medical cost management, disease management, wellness programs and other administrative services to self-funded customers.

     

 

 

 

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Yacktman Focused Fund

TOP TEN EQUITY HOLDINGS

December 31, 2012 (unaudited)

 

 

 

     Percentage of
Net Assets
 

Procter & Gamble Co.

     11.41

News Corp., Class A

     10.65

PepsiCo, Inc.

     8.70

Cisco Systems, Inc.

     5.37

Sysco Corp.

     4.76

Microsoft Corp.

     4.17

C.R. Bard, Inc.

     4.13

Stryker Corp.

     3.82

Clorox Co.

     3.10

Johnson & Johnson

     2.97
  

 

 

 

Total

     59.08

FUND DIVERSIFICATION*

December 31, 2012 (unaudited)

 

LOGO

 

* Calculated as a percentage of net assets as of December 31, 2012.

 

 

 

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Yacktman Focused Fund

EQUITY PURCHASES & SALES

For the Six Months Ended December 31, 2012 (unaudited)

 

 

 

PURCHASES

   Net Shares
Purchased
     Current
Shares Held
 

Apollo Group, Inc.

     5,000         2,705,000   

Avon Products, Inc.

     1,230,000         7,200,000   

C.H. Robinson Worldwide, Inc.

     700,000         700,000   

C.R. Bard, Inc.

     90,694         3,090,694   

Cisco Systems, Inc.

     2,798,000         19,998,000   

Clorox Co.

     37,000         3,100,000   

Coca-Cola Co.

     1,490,000         5,410,000

Corning, Inc.

     950,000         5,350,000   

Dell, Inc.

     5,700,000         5,700,000   

Johnson & Johnson

     300,000         3,100,000   

PepsiCo, Inc.

     800,000         9,300,000   

Procter & Gamble Co.

     335,000         12,300,000   

Research In Motion Ltd.

     310,000         4,410,000   

State Street Corp.

     175,000         925,000   

Stryker Corp.

     3,250,000         5,100,000   

Sysco Corp.

     100,000         11,000,000   

WellPoint, Inc.

     1,600,000         1,600,000   

SALES

   Net Shares
Sold
     Current
Shares Held
 

H&R Block, Inc.

     500,000         3,300,000   

News Corp., Class B

     19,600         —     

Toyota Industries Corp. - ADR

     800,000         —     

UnitedHealth Group, Inc.

     530,000         —     

 

* Includes 1,960,000 shares received from a two-for-one stock split on August 13, 2012.

 

 

 

13


Table of Contents

Yacktman Focused Fund

PORTFOLIO OF INVESTMENTS

December 31, 2012

 

 

 

     Number
of Shares
     Value  

COMMON STOCKS - 84.44%

     

Beverages - 11.38%

     

Coca-Cola Co.

     5,410,000       $ 196,112,500   

PepsiCo, Inc.

     9,300,000         636,399,000   
     

 

 

 
        832,511,500   
     

 

 

 

Capital Markets - 2.20%

     

Bank of New York Mellon Corp.

     2,250,000         57,825,000   

Goldman Sachs Group, Inc.

     250,000         31,890,000   

Northern Trust Corp.

     550,000         27,588,000   

State Street Corp.

     925,000         43,484,250   
     

 

 

 
        160,787,250   
     

 

 

 

Commercial Banks - 1.79%

     

The Bancorp, Inc. (a)

     336,000         3,685,920   

U.S. Bancorp

     4,000,000         127,760,000   
     

 

 

 
        131,445,920   
     

 

 

 

Communications Equipment - 6.09%

     

Cisco Systems, Inc.

     19,998,000         392,960,700   

Research In Motion Ltd. (a)

     4,410,000         52,390,800   
     

 

 

 
        445,351,500   
     

 

 

 

Computers & Peripherals - 1.41%

     

Dell, Inc.

     5,700,000         57,741,000   

Hewlett-Packard Co.

     3,200,000         45,600,000   
     

 

 

 
        103,341,000   
     

 

 

 

Diversified Consumer Services - 1.61%

     

Apollo Group, Inc., Class A (a)

     2,705,000         56,588,600   

H&R Block, Inc.

     3,300,000         61,281,000   
     

 

 

 
        117,869,600   
     

 

 

 

Diversified Financial Services - 0.02%

     

Resource America, Inc., Class A

     215,000         1,434,050   
     

 

 

 

Electronic Equipment, Instruments & Components - 0.92%

     

Corning, Inc.

     5,350,000         67,517,000   
     

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

14


Table of Contents
     Number of
Shares
     Value  

Food & Staples Retailing - 4.76%

     

Sysco Corp.

     11,000,000       $ 348,260,000   
     

 

 

 

Health Care Equipment &
Supplies - 9.40%

     

Becton, Dickinson & Co.

     770,000         60,206,300   

C.R. Bard, Inc.

     3,090,694         302,084,432   

Covidien PLC

     800,000         46,192,000   

Stryker Corp.

     5,100,000         279,582,000   
     

 

 

 
        688,064,732   
     

 

 

 

Health Care Providers
& Services - 1.64%

     

Patterson Companies, Inc.

     650,000         22,249,500   

WellPoint, Inc.

     1,600,000         97,472,000   
     

 

 

 
        119,721,500   
     

 

 

 

Household Products - 14.81%

     

Clorox Co.

     3,100,000         226,982,000   

Colgate-Palmolive Co.

     200,000         20,908,000   

Procter & Gamble Co.

     12,300,000         835,047,000   
     

 

 

 
        1,082,937,000   
     

 

 

 

Media - 14.17%

     

Comcast Corp., Class A

     2,300,000         82,685,000   

Liberty Interactive Corp.,

     

Series A (a)

     840,000         16,531,200   

News Corp., Class A

     30,500,000         778,970,000   

Viacom, Inc., Class B

     3,000,000         158,220,000   
     

 

 

 
        1,036,406,200   
     

 

 

 

Oil, Gas &
Consumable Fuels - 2.24%

     

ConocoPhillips

     2,000,000         115,980,000   

Exxon Mobil Corp.

     550,000         47,602,500   
     

 

 

 
        163,582,500   
     

 

 

 

Personal Products - 1.41%

     

Avon Products, Inc.

     7,200,000         103,392,000   
     

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

15


Table of Contents

Yacktman Focused Fund

PORTFOLIO OF INVESTMENTS (continued)

December 31, 2012

 

 

 

     Number
of Shares
     Value  

Pharmaceuticals - 4.89%

     

Johnson & Johnson

     3,100,000       $ 217,310,000   

Pfizer, Inc.

     5,600,000         140,448,000   
     

 

 

 
        357,758,000   
     

 

 

 

Software - 4.17%

     

Microsoft Corp.

     11,400,000         304,722,000   
     

 

 

 

Specialty Retail - 0.93%

     

Wal-Mart Stores, Inc.

     1,000,000         68,230,000   
     

 

 

 

Transportation - 0.60%

     

C.H. Robinson Worldwide, Inc.

     700,000         44,254,000   
     

 

 

 

TOTAL COMMON STOCKS (Cost $5,297,713,577)

        6,177,585,752   
     

 

 

 
     Principal
Amount
        

CORPORATE BONDS - 0.12%

     

Media - 0.12%

     

Liberty Interactive LLC 8.250%, 02/01/2030

   $ 8,000,000         8,760,000   
     

 

 

 

TOTAL CORPORATE BONDS (Cost $7,392,036)

        8,760,000   
     

 

 

 
     Number
of Shares
        

SHORT-TERM-INVESTMENTS - 15.13%

     

Other Investment Companies - 15.13%*

     

Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%

     350,052,425         350,052,425   

JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.12%

     337,447,556         337,447,556   

The accompanying notes are an integral part of these financial statements.

 

 

 

16


Table of Contents
     Number
of Shares
     Value  

JPMorgan Prime Money Market Fund, Capital Shares, 0.12%

     419,082,351       $ 419,082,351   
     

 

 

 
        1,106,582,332   
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS (Cost $1,106,582,332)

        1,106,582,332   
     

 

 

 

Total Investments (Cost $6,411,687,945) - 99.69%

        7,292,928,084   

Other Assets in Excess of Liabilities - 0.31%

        22,562,883   
     

 

 

 

TOTAL NET ASSETS - 100.00%

      $ 7,315,490,967   
     

 

 

 

Percentages are stated as a percent of net assets.

Based on the approximate cost of investments of $6,413,935,920 for Federal income tax purposes at December 31, 2012, the aggregate gross unrealized appreciation and depreciation were $1,024,015,885 and $145,023,721, respectively, resulting in net unrealized appreciation of investments of $878,992,164.

 

* Yield shown for each investment company represents the December 31, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

PLC - Public Limited Company

 

(a) Non-income producing security.

The Global Industry Classification Standard (GICS ® ) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

The accompanying notes are an integral part of these financial statements.

 

 

 

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Table of Contents

Yacktman Fund

TOP TEN EQUITY HOLDINGS

December 31, 2012 (unaudited)

 

 

 

     Percentage of
Net Assets
 

News Corp., Class A

     9.84

Procter & Gamble Co.

     7.87

PepsiCo, Inc.

     7.26

Cisco Systems, Inc.

     5.10

Sysco Corp.

     4.45

Viacom, Inc., Class B

     3.59

Microsoft Corp.

     3.50

Coca-Cola Co.

     3.31

C.R. Bard, Inc.

     3.21

Stryker Corp.

     3.10
  

 

 

 

Total

     51.23

FUND DIVERSIFICATION*

December 31, 2012 (unaudited)

 

LOGO

 

* Calculated as a percentage of net assets as of December 31, 2012.

 

 

 

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Yacktman Fund

EQUITY PURCHASES & SALES

For the Six Months Ended December 31, 2012 (unaudited)

 

 

 

PURCHASES

   Net Shares
Purchased
     Current
Shares Held
 

Avon Products, Inc.

     1,000,000         8,400,000   

C.R. Bard, Inc.

     48,000         2,850,000   

Cisco Systems, Inc.

     2,675,000         22,500,000   

Clorox Co.

     65,000         2,365,000   

Coca-Cola Co.

     1,410,000         7,910,000

Corning, Inc.

     150,000         6,250,000   

Dell, Inc.

     6,437,000         6,437,000   

Research In Motion Ltd.

     360,000         5,360,000   

State Street Corp.

     140,000         1,140,000   

Stryker Corp.

     2,401,383         4,900,000   

Sysco Corp.

     300,000         12,200,000   

WellPoint, Inc.

     1,406,800         1,406,800   

SALES

   Net Shares
Sold
     Current
Shares Held
 

H&R Block, Inc.

     2,500,000         4,000,000   

UnitedHealth Group, Inc.

     1,200,000         —     

 

* Includes 3,250,000 shares received from a two-for-one stock split on August 13, 2012.

 

 

 

19


Table of Contents

Yacktman Fund

PORTFOLIO OF INVESTMENTS

December 31, 2012

 

 

 

     Number of
Shares
     Value  

COMMON STOCKS - 83.71%

     

Beverages - 10.57%

     

Coca-Cola Co.

     7,910,000       $ 286,737,500   

PepsiCo, Inc.

     9,200,000         629,556,000   
     

 

 

 
        916,293,500   
     

 

 

 

Capital Markets - 2.83%

     

Bank of New York Mellon Corp.

     4,200,000         107,940,000   

Goldman Sachs Group, Inc.

     350,000         44,646,000   

Janus Capital Group, Inc.

     4,560,000         38,851,200   

State Street Corp.

     1,140,000         53,591,400   
     

 

 

 
        245,028,600   
     

 

 

 

Commercial Banks - 2.49%

     

The Bancorp, Inc. (a)

     760,000         8,337,200   

U.S. Bancorp

     6,500,000         207,610,000   
     

 

 

 
        215,947,200   
     

 

 

 

Communications Equipment - 5.83%

     

Cisco Systems, Inc.

     22,500,000         442,125,000   

Research In Motion Ltd. (a)

     5,360,000         63,676,800   
     

 

 

 
        505,801,800   
     

 

 

 

Computers & Peripherals - 1.60%

     

Dell, Inc.

     6,437,000         65,206,810   

Hewlett-Packard Co.

     5,150,000         73,387,500   
     

 

 

 
        138,594,310   
     

 

 

 

Consumer Finance - 0.15%

     

American Express Co.

     235,000         13,507,800   
     

 

 

 

Diversified Consumer Services - 1.65%

     

Apollo Group, Inc., Class A (a)

     3,300,000         69,036,000   

H&R Block, Inc.

     4,000,000         74,280,000   
     

 

 

 
        143,316,000   
     

 

 

 

Diversified Financial Services - 0.72%

     

Bank of America Corp.

     5,000,000         58,000,000   

Resource America, Inc., Class A

     659,226         4,397,038   
     

 

 

 
        62,397,038   
     

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

20


Table of Contents
     Number
of Shares
     Value  

Electronic Equipment, Instruments & Components - 0.91%

     

Corning, Inc.

     6,250,000       $ 78,875,000   
     

 

 

 

Food & Staples Retailing - 4.45%

     

Sysco Corp.

     12,200,000         386,252,000   
     

 

 

 

Food Products - 0.37%

     

Lancaster Colony Corp.

     460,000         31,827,400   
     

 

 

 

Health Care Equipment & Supplies - 7.79%

     

Becton, Dickinson & Co.

     800,000         62,552,000   

C.R. Bard, Inc.

     2,850,000         278,559,000   

Covidien PLC

     850,000         49,079,000   

Medtronic, Inc.

     400,000         16,408,000   

Stryker Corp.

     4,900,000         268,618,000   
     

 

 

 
        675,216,000   
     

 

 

 

Health Care Providers & Services - 1.80%

     

Patterson Companies, Inc.

     2,050,000         70,171,500   

WellPoint, Inc.

     1,406,800         85,702,256   
     

 

 

 
        155,873,756   
     

 

 

 

Household Products - 10.67%

     

Clorox Co.

     2,365,000         173,165,300   

Colgate-Palmolive Co.

     670,000         70,041,800   

Procter & Gamble Co.

     10,050,000         682,294,500   
     

 

 

 
        925,501,600   
     

 

 

 

Internet Software & Services - 0.73%

     

eBay, Inc. (a)

     1,250,000         63,775,000   
     

 

 

 

Media - 16.04%

     

Comcast Corp., Class A

     4,700,000         168,965,000   

Liberty Interactive Corp.,

     

Series A (a)

     2,900,000         57,072,000   

News Corp., Class A

     33,400,000         853,036,000   

Viacom, Inc., Class B

     5,900,000         311,166,000   
     

 

 

 
        1,390,239,000   
     

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

21


Table of Contents

Yacktman Fund

PORTFOLIO OF INVESTMENTS (continued)

December 31, 2012

 

 

 

 

     Number
of Shares
     Value  

Oil, Gas & Consumable Fuels - 2.99%

     

ConocoPhillips

     2,750,000       $ 159,472,500   

Exxon Mobil Corp.

     1,150,000         99,532,500   
     

 

 

 
        259,005,000   
     

 

 

 

Personal Products - 1.39%

     

Avon Products, Inc.

     8,400,000         120,624,000   
     

 

 

 

Pharmaceuticals - 5.08%

     

Johnson & Johnson

     3,500,000         245,350,000   

Pfizer, Inc.

     7,800,000         195,624,000   
     

 

 

 
        440,974,000   
     

 

 

 

Semiconductor & Semiconductor Equipment - 0.55%

     

Intel Corp.

     2,300,000         47,449,000   
     

 

 

 

Software - 3.50%

     

Microsoft Corp.

     11,350,000         303,385,500   
     

 

 

 

Specialty Retail - 1.60%

     

Staples, Inc.

     2,000,000         22,800,000   

Wal-Mart Stores, Inc.

     1,700,000         115,991,000   
     

 

 

 
        138,791,000   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $5,983,901,779)

        7,258,674,504   
     

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

22


Table of Contents
     Number
of Shares
     Value  

SHORT-TERM INVESTMENTS - 16.14%

     

Other Investment Companies - 16.14%*

     

Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%

     400,059,914       $ 400,059,914   

JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.12%

     397,820,344         397,820,344   

JPMorgan Prime Money Market Fund, Capital Shares, 0.12%

     601,844,500         601,844,500   
     

 

 

 
        1,399,724,758   
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS (Cost $1,399,724,758)

        1,399,724,758   
     

 

 

 

Total Investments (Cost $7,383,626,537) - 99.85%

        8,658,399,262   

Other Assets in Excess of Liabilities - 0.15%

        12,583,703   
     

 

 

 

TOTAL NET ASSETS - 100.00%

      $ 8,670,982,965   
     

 

 

 

Percentages are stated as a percent of net assets.

Based on the approximate cost of investments of $7,387,562,768 for Federal income tax purposes at December 31, 2012, the aggregate gross unrealized appreciation and depreciation were $1,487,326,232 and $216,489,738, respectively, resulting in net unrealized appreciation of investments of $1,270,836,494.

 

* Yield shown for each investment company represents the December 31, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

PLC - Public Limited Company

 

(a) Non-income producing security.

The Global Industry Classification Standard (GICS ® ) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

The accompanying notes are an integral part of these financial statements.

 

 

 

23


Table of Contents

STATEMENT OF ASSETS & LIABILITIES

December 31, 2012

 

 

 

     Yacktman
Focused Fund
    Yacktman
Fund
 

Assets:

    

Investments, at value (Cost $6,411,687,945 and $7,383,626,537, respectively)

   $ 7,292,928,084      $ 8,658,399,262   

Cash

     39,982        46,966   

Receivable for Fund shares sold

     41,263,168        30,960,915   

Dividends and interest receivable

     9,281,729        11,127,043   

Receivable from affiliate

     115,834        —     

Prepaid expenses

     330,290        277,263   
  

 

 

   

 

 

 

Total Assets

     7,343,959,087        8,700,811,449   
  

 

 

   

 

 

 

Liabilities:

    

Payable for Fund shares redeemed

     20,371,220        23,989,427   

Accrued investment advisory fees

     6,203,520        4,103,616   

Shareholder servicing fees - Service Class

     691,961        444,764   

Accrued Directors/Trustees fees

     15,770        18,936   

Other accrued expenses

     1,185,649        1,271,741   
  

 

 

   

 

 

 

Total Liabilities

     28,468,120        29,828,484   
  

 

 

   

 

 

 

Net Assets

   $ 7,315,490,967      $ 8,670,982,965   
  

 

 

   

 

 

 

Net Assets Consist Of:

    

Paid-in-capital

   $ 6,457,233,163      $ 7,399,871,780   

Undistributed net investment income

     1,005,531        271,374   

Accumulated net realized loss from investments

     (23,987,866     (3,932,914

Net unrealized appreciation of investments

     881,240,139        1,274,772,725   
  

 

 

   

 

 

 

Total Net Assets

   $ 7,315,490,967      $ 8,670,982,965   
  

 

 

   

 

 

 

Service Class Shares:

    

Net Assets

   $ 6,603,174,813      $ 8,670,982,965   

Shares outstanding

     321,737,382        453,540,861   
  

 

 

   

 

 

 

Net asset value, offering and redemption price per share

   $ 20.52      $ 19.12   
  

 

 

   

 

 

 

Institutional Class Shares:

    

Net Assets

   $ 712,316,154        N/A   

Shares outstanding

     34,706,067        N/A   
  

 

 

   

 

 

 

Net asset value, offering and redemption price per share

   $ 20.52        N/A   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

24


Table of Contents

STATEMENT OF OPERATIONS

For the year ended December 31, 2012

 

 

 

     Yacktman
Focused Fund
    Yacktman
Fund
 

Investment Income:

    

Dividend income

   $ 134,172,840      $ 169,585,476   

Interest income

     858,533        184,133   

Foreign withholding tax

     (34,834     —     
  

 

 

   

 

 

 

Total investment income

     134,996,539        169,769,609   
  

 

 

   

 

 

 

Expenses:

    

Investment advisory fees

     62,884,511        43,654,360   

Shareholder servicing fees - Service Class

     11,140,607        10,461,033   

Administration and accounting fees

     2,111,243        2,594,494   

Transfer agent

     365,531        661,055   

Federal and state registration fees

     661,099        466,937   

Reports to shareholders

     405,315        472,165   

Custody fees

     321,320        395,395   

Extraordinary expense

     296,677        351,972   

Professional fees

     215,929        267,094   

Directors/Trustees fees and expenses

     160,586        196,563   

Miscellaneous expenses

     115,696        152,285   
  

 

 

   

 

 

 

Total expenses before offsets

     78,678,514        59,673,353   

Expense reimbursements

     (115,834     —     
  

 

 

   

 

 

 

Net Expenses

     78,562,680        59,673,353   
  

 

 

   

 

 

 

Net investment income

     56,433,859        110,096,256   
  

 

 

   

 

 

 

Realized and Unrealized Gain:

    

Net realized gain on investments

     3,981,268        56,282,905   

Net change in unrealized appreciation (depreciation) of investments

     512,799,174        632,360,646   
  

 

 

   

 

 

 

Net change in realized and unrealized gain of investments

     516,780,442        688,643,551   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

   $ 573,214,301      $ 798,739,807   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

25


Table of Contents

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

     Yacktman Focused Fund     Yacktman Fund  
     Year Ended
December 31,

2012
    Year Ended
December 31,
2011 (1)
    Year Ended
December 31,
2012
    Year Ended
December 31,
2011 (1)
 

Operations:

        

Net investment income

   $ 56,433,859      $ 27,560,724      $ 110,096,256      $ 64,977,303   

Net realized gain on investments

     3,981,268        20,863,868        56,282,905        18,993,470   

Net change in unrealized appreciation of investments

     512,799,174        155,734,987        632,360,646        226,166,229   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

     573,214,301        204,159,579        798,739,807        310,137,002   
  

 

 

   

 

 

   

 

 

   

 

 

 

Capital Share Transactions:

        

Service Share Class:

        

Proceeds from shares sold

     3,549,546,545        3,148,739,337        3,592,942,100        3,853,558,468   

Proceeds from reinvestment of distributions

     68,354,420        43,205,204        146,197,765        74,256,597   

Redemption fees

     366,782        363,938        353,413        446,315   

Payments for shares redeemed

     (1,950,420,632     (903,851,317     (1,994,085,624     (1,277,454,765
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase from capital share transactions

     1,667,847,115        2,288,457,162        1,745,407,654        2,650,806,615   

Institutional Share Class*:

        

Proceeds from shares sold

     728,742,463        N/A        N/A        N/A   

Proceeds from reinvestment of distributions

     4,783,961        N/A        N/A        N/A   

Redemption fees

     14,294        N/A        N/A        N/A   

Payments for shares redeemed

     (21,187,259     N/A        N/A        N/A   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase from capital share transactions

     712,353,459        N/A        N/A        N/A   

Distributions Paid From:

        

Service Share Class:

        

Net investment income

     (51,830,513     (27,560,769     (109,829,426     (64,978,603

Net realized gains

     (24,239,634     (21,449,602     (56,417,680     (19,374,588

Institutional Share Class:

        

Net investment income

     (3,598,238     N/A        N/A        N/A   

Net realized gains

     (1,454,823     N/A        N/A        N/A   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to shareholders

     (81,123,208     (49,010,371     (166,247,106     (84,353,191
  

 

 

   

 

 

   

 

 

   

 

 

 

Total increase in net assets

     2,872,291,667        2,443,606,370        2,377,900,355        2,876,590,426   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Assets:

        

Beginning of year

   $ 4,443,199,300      $ 1,999,592,930      $ 6,293,082,610      $ 3,416,492,184   
  

 

 

   

 

 

   

 

 

   

 

 

 

End of year (including undistributed net investment income of $1,005,531, $423, $271,374, and $5,269, respectively)

   $ 7,315,490,967      $ 4,443,199,300      $ 8,670,982,965      $ 6,293,082,610   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* Commenced operations on July 24, 2012.
(1) Audited by previous independent registered public accounting firm.

The accompanying notes are an integral part of these financial statements.

 

 

 

26


Table of Contents

STATEMENTS OF CHANGES IN NET ASSETS (continued)

 

 

 

     Yacktman Focused Fund     Yacktman Fund  
     Year Ended
December 31,
2012
    Year Ended
December 31,
2011 (1)
    Year Ended
December 31,
2012
    Year Ended
December 31,
2011 (1)
 

Transactions in Shares:

        

Service Share Class:

        

Shares sold

     178,848,933        170,577,353        193,323,877        222,940,629   

Issued in reinvestment of distributions

     3,400,841        2,294,475        7,871,945        4,226,328   

Shares redeemed

     (97,165,504     (49,315,952     (106,958,619     (74,434,686
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in shares

     85,084,270        123,555,876        94,237,203        152,732,271   
  

 

 

   

 

 

   

 

 

   

 

 

 

Institutional Share Class*:

        

Shares sold

     35,498,228        N/A        N/A        N/A   

Issued in reinvestment of distributions

     233,478        N/A        N/A        N/A   

Shares redeemed

     (1,025,639     N/A        N/A        N/A   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in shares

     34,706,067        N/A        N/A        N/A   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* Commenced operations on July 24, 2012.
(1) Audited by previous independent registered public accounting firm.

The accompanying notes are an integral part of these financial statements.

 

 

 

27


Table of Contents

FINANCIAL HIGHLIGHTS

 

 

 

     Yacktman Focused Fund – Service Class  
     Year Ended December 31,  

For a share outstanding throughout each year

   2012 (4)     2011 (2)     2010 (2)     2009 (2)     2008 (2)  

Net Asset Value:

          

Beginning of period

   $ 18.78      $ 17.68      $ 16.13      $ 9.97      $ 14.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operations:

          

Net investment income

     0.18 (3)       0.12        0.10        0.05        0.15   

Net realized and unrealized gain (loss) on investments

     1.79 (3)       1.19        1.81        6.21        (3.45
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.97        1.31        1.91        6.26        (3.30
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions:

          

From net investment income

     (0.16     (0.12     (0.10     (0.05     (0.16

From net realized gains

     (0.07     (0.09     (0.26     (0.05     (0.57
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to shareholders

     (0.23     (0.21     (0.36     (0.10     (0.73
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value:

          

End of year

   $ 20.52      $ 18.78      $ 17.68      $ 16.13      $ 9.97   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return

     10.57     7.41     11.84     62.76     (23.48 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data and Ratios:

          

Net assets; end of year (000’s omitted)

   $ 6,603,059      $ 4,443,199      $ 1,999,593      $ 669,661      $ 65,467   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of expenses before expense reimbursements to average net assets (See Note 2)

     1.26 % (1)       1.25     1.27     1.28     1.35
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net expenses to average net assets

     1.25 % (1)       1.25     1.25     1.25     1.25
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net investment income before expense reimbursements to average net assets (See Note 2)

     0.90 % (1)       0.89     0.91     0.76     1.21
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net investment income to average net assets

     0.90 % (1)       0.89     0.93     0.79     1.31
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate

     3     2     6     8     67
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes non-routine extraordinary expenses amounting to $268,381 and represents 0.004% of average net assets.
(2) Audited by previous independent registered public accounting firm.
(3) Per share numbers have been calculated using average shares.
(4) At the start of business June 29, 2012, the Yacktman Focused Fund was re-organized into a series of the Managers AMG Funds.

The accompanying notes are an integral part of these financial statements.

 

 

 

28


Table of Contents

FINANCIAL HIGHLIGHTS (continued)

 

 

 

     Yacktman Focused Fund
Institutional Class
 

For a share outstanding throughout the period

   For the period
July 24, through
December 31,
2012*
 

Net Asset Value:

  

Beginning of period

   $ 19.46   
  

 

 

 

Operations:

  

Net investment income (4)

     0.08   

Net realized and unrealized gain on investments (4)

     1.13   
  

 

 

 

Total from investment operations

     1.21   
  

 

 

 

Less Distributions:

  

From net investment income

     (0.11

From net realized gains

     (0.04
  

 

 

 

Total distributions to shareholders

     (0.15
  

 

 

 

Net Asset Value:

  

End of period

   $ 20.52   
  

 

 

 

Total Return

     6.22 % (1)  
  

 

 

 

Supplemental Data and Ratios:

  

Net assets; end of period (000’s omitted)

   $ 712,316   
  

 

 

 

Ratio of net expenses to average net assets

     1.08 % (2,3)  
  

 

 

 

Ratio of net investment income to average net assets

     0.91 % (2,3)  
  

 

 

 

Portfolio turnover rate

     3
  

 

 

 

 

* Commenced operations on July 24, 2012.
(1) Not Annualized.
(2) Annualized.
(3) Includes non-routine extraordinary expenses amounting to $28,296 and represents 0.006% of average net assets.
(4) Per share numbers have been calculated using average shares.

The accompanying notes are an integral part of these financial statements.

 

 

 

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FINANCIAL HIGHLIGHTS (continued)

 

 

 

     Yacktman Fund – Service Class  
     Year Ended December 31,  

For a share outstanding throughout each year

   2012 (3)     2011 (2)     2010 (2)     2009 (2)     2008 (2)  

Net Asset Value:

          

Beginning of year

   $ 17.51      $ 16.54      $ 15.22      $ 9.68      $ 13.39   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operations:

          

Net investment income

     0.26 (4)       0.18        0.15        0.10        0.17   

Net realized and unrealized gain (loss) on investments

     1.73 (4)       1.02        1.77        5.64        (3.66
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.99        1.20        1.92        5.74        (3.49
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions:

          

From net investment income

     (0.25     (0.18     (0.15     (0.10     (0.18

From net realized gains

     (0.13     (0.05     (0.45     (0.10     (0.04
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to shareholders

     (0.38     (0.23     (0.60     (0.20     (0.22
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value:

          

End of year

   $ 19.12      $ 17.51      $ 16.54      $ 15.22      $ 9.68   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return

     11.47     7.30     12.64     59.31     (26.05 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data and Ratios:

          

Net assets; end of year (000’s omitted)

   $ 8,670,983      $ 6,293,083      $ 3,416,492      $ 1,401,228      $ 296,659   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net expenses to average net assets

     0.76 % (1)       0.80     0.85     0.93     0.95
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net investment income to average net assets

     1.41 % (1)       1.28     1.30     1.43     1.92
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate

     7     3     10     14     33
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes non-routine extraordinary expenses amounting to $351,972 and represents 0.005% of average net assets.
(2) Audited by previous independent registered public accounting firm.
(3) At the start of business June 29, 2012, the Yacktman Fund was re-organized into a series of the Managers AMG Funds.
(4) Per share numbers have been calculated using average shares.

The accompanying notes are an integral part of these financial statements.

 

 

 

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NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

 

1. Summary of Significant Accounting Policies

Managers AMG Funds (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different Funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report are two equity funds: Yacktman Focused Fund (“Yacktman Focused”) (formerly The Yacktman Focused Fund) and Yacktman Fund (“Yacktman Fund”) (formerly The Yacktman Fund), each a “Fund” and collectively the “Funds.” The Funds will deduct a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the redemption occurs within 60 days of the purchase of those shares. For the year ended December 31, 2012, the Yacktman Focused and Yacktman Funds had redemption fees amounting to $381,076 and $353,413, respectively.

At the start of business on June 29, 2012, The Yacktman Focused Fund and The Yacktman Fund, each a series of The Yacktman Funds, Inc. (the “Predecessor Funds”), were reorganized into a respective series of the Trust, as described above. As a result of the reorganization, the Funds are the legal survivors, however, the accounting and performance history of the capital stock of the Predecessor Funds have been redesignated as that of Service Class shares of the Fund.

Each Fund has established three classes of shares: Service Class, Investor Class and Institutional Class. Currently, Yacktman Focused offers Service Class shares and (effective July 24, 2012) Institutional Class shares, Yacktman offers only Service Class shares. Each class represents an interest in the same assets of the Fund and the classes are identical except for class specific expenses related to shareholder activity. Each class has equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan. Please refer to a current prospectus for additional information on each share class.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

 

 

 

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a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds’ investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Funds (the “Board”).

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Short-term investments having a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates market value.

Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

Under certain circumstances, the value of certain Fund investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that investment in an arm’s-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors, such as future cash flows, interest rates, yield curves, volatilities, credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. Each Fund may use the fair value of a portfolio investment to calculate its Net Asset Value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio

 

 

 

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NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012 (continued)

 

 

 

investment is not traded in a public market or the principal market in which the investment trades is closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (the “Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of thinly traded securities that are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Fund’s fair value procedures.

U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

 

Level 1       inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)
Level 2       other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active,

 

 

 

34


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          quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices
that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss
severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government
securities, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities
with observable inputs)
Level 3       inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following is a summary of the inputs used to value the Funds’ net assets as of December 31, 2012:

YACKTMAN FOCUSED FUND

 

     Level 1      Level 2      Level 3      Total  

Common Stock*

   $ 6,177,585,752       $ —         $ —         $ 6,177,585,752   

Corporate Bonds

     —           8,760,000         —           8,760,000   

Short-Term Investments

     1,106,582,332         —           —           1,106,582,332   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

   $ 7,284,168,084       $ 8,760,000       $ —         $ 7,292,928,084   
  

 

 

    

 

 

    

 

 

    

 

 

 

YACKTMAN FUND

 

     Level 1      Level 2      Level 3      Total  

Common Stock*

   $ 7,258,674,504       $ —         $ —         $ 7,258,674,504   

Short-Term Investments

     1,399,724,758         —           —           1,399,724,758   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

   $ 8,658,399,262       $ —         $ —         $ 8,658,399,262   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* Please refer to the portfolio of investments to view securities by industry type.

The Funds did not invest in any Level 3 investments during the year. As of December 31, 2012, the Funds had no transfers between levels from the beginning of the reporting period.

b. Security Transactions

Security transactions are accounted for as of the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

 

 

 

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NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012 (continued)

 

 

 

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date. Dividend income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

Total returns and net investment income for the Funds would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits, but include non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses.

d. Dividends and Distributions

Dividends from net investment income and distributions of capital gains, if any, normally will be declared and paid annually in December and when required for Federal excise tax purposes. Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for losses deferred due to wash sales, REITs, equalization accounting for tax purposes, and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. The tax character of distributions paid during the years ended December 31, 2012 and December 31, 2011 were as follows:

 

     Yacktman
Focused Fund
 
     2012      2011  

Distributions paid from:

     

Ordinary income

   $ 55,428,751       $ 36,428,123   

Short-term capital gains

     —           —     

Long-term capital gains

     25,694,457         12,582,248   
  

 

 

    

 

 

 

Total

   $ 81,123,208       $ 49,010,371   
  

 

 

    

 

 

 

 

 

 

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     Yacktman Fund  
     2012      2011  

Distributions paid from:

     

Ordinary income

   $ 109,828,701       $ 67,564,948   

Short-term capital gains

     4,912         —     

Long-term capital gains

     56,413,493         16,788,243   
  

 

 

    

 

 

 

Total

   $ 166,247,106       $ 84,353,191   
  

 

 

    

 

 

 

As of December 31, 2012, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

     Yacktman
Focused Fund
     Yacktman Fund  

Capital loss carryforward

     —           —     

Undistributed ordinary income

   $ 1,005,531       $ 271,374   

Undistributed short-term capital gains

     1,906,098         —     

Undistributed long-term capital gains

     —           3,317   

Post-October loss deferral

     —           —     

e. Federal Taxes

Each Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2012 and for all open tax years, and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Under the Regulated Investment Company Modernization Act of 2010, post-enactment capital losses may now be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their tax

 

 

 

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NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012 (continued)

 

 

 

character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f. Capital Loss Carryovers and Deferrals

As of December 31, 2012, the Funds had no accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes. Capital Loss Carryovers may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value, for each Fund. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation. Dividends and distributions to shareholders are recorded on the ex-dividend date.

At December 31, 2012, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the outstanding shares of the Funds as follows: Yacktman Focused – two collectively own 62%; Yacktman – two collectively own 49%. Transactions by these shareholders may have a material impact on their respective Fund.

2. Agreements and Transactions with Affiliates

The Trust has entered into an Investment Management Agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration. Prior to June 29, 2012, the Predecessor Funds had a similar Investment Management Agreement with Yacktman Asset Management, Co.(“Yacktman Co.”). The Funds’ investment portfolios are managed by Yacktman Asset Management, L.P. (“Yacktman”), which serves pursuant to a Subadvisory Agreement between the Investment Manager and Yacktman with respect to each of the Funds. AMG indirectly owns a majority interest in Yacktman. Prior to June 29, 2012, Yacktman Co. served as the investment advisor to the Funds pursuant to an investment management agreement between Yacktman Co. and each of the Predecessor Funds.

Effective June 29, 2012, each Fund entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as each Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Funds’ operations, including administration and shareholder services to each Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers

 

 

 

38


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and registered investment advisers, that advise or act as an intermediary with the Funds’ shareholders. For its services, the Administrator is paid a fee at a rate of 0.03% of average net assets of each Fund for the first $300,000,000 of assets under management, 0.025% for the next $200,000,000, and 0.02% on amounts in excess of $500,000,000 per annum. Prior to June 29, 2012, the predecessor Funds participated in a similar agreement with US Bancorp Fund Services, LLC.

The Funds are obligated by the Investment Management Agreement to pay the Investment Manager an annual management fee. The fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the period from June 29, 2012, to December 31, 2012, the annual investment management fee rates, as a percentage of average daily net assets, were as follows: Yacktman Focused – 1.00% of average daily net assets, Yacktman Fund – 0.65% on the first $500,000,000 of average daily net assets, 0.60% on the next $500,000,000 of average daily net assets and 0.55% of average daily net assets in excess of $1,000,000,000. Prior to June 29, 2012, the Predecessor Funds paid a management fee to Yacktman Co. at the same investment management fee rates.

Under the Investment Management Agreement with the Funds, the Investment Manager provides a variety of administrative services to the Funds. The Investment Manager receives no additional compensation from the Funds for these services. Pursuant to a Reimbursement Agreement between the Investment Manager and Yacktman, Yacktman reimburses the Investment Manager for the costs the Investment Manager bears in providing such services to the Funds.

The Investment Manager has contractually agreed, through at least May 1, 2015, to waive management fees and/or reimburse Fund expenses in order to limit Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transaction costs, and extraordinary expenses) to 1.25% of the Yacktman Focused Fund Service Class’ average daily net assets and 2.00% of the Yacktman Fund’s average daily net assets. Prior to June 29, 2012, the Predecessor Funds had similar arrangements in place.

Each Fund is obligated to repay the Investment Manager such amounts waived, paid, or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s expenses in any such future year to exceed the above percentages, based on each Fund’s average daily net assets. Prior to June 29, 2012, the Funds were not obligated to reimburse the Investment Advisor for any fees or expenses waived in previous years. For the year ended December 31, 2012, the Yacktman Fund operated below its expense limitation and had no reimbursements. For the year ended December 31, 2012, the Yacktman

 

 

 

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NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012 (continued)

 

 

 

Focused Fund’s components of reimbursement available is detailed in the following chart:

 

     Yacktman Focused Fund
Service Class
 

Reimbursement available 12/31/11

   $ —     

Additional reimbursements

     115,834   

Repayments

     —     

Expired reimbursements

     —     
  

 

 

 

Reimbursement available 12/31/12

   $ 115,834   
  

 

 

 

Effective June 29, 2012, the aggregate annual retainer paid to each Independent Trustee is $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional payment of $8,000 per year. Effective June 29, 2012, two former Directors of the Predecessor Funds were retained as advisors (the “Advisors”) to the Board of Trustees for a two-year period. The Advisors each receive $50,000 annually, payable by the Funds. The Trustees’ fees and expenses are allocated among all of the Funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial statements represents each Fund’s allocated portion of the total fees and expenses paid by the Managers Funds. Prior to June 29, 2012, the Directors of the Predecessor Funds were each paid $30,000 per year. Beginning January 1, 2013, the annual retainer paid to each Independent Trustee of the Board will be $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts will receive an additional payment of $25,000 per year. The Chairman of the Audit Committee will receive an additional payment of $10,000 per year.

The Funds are distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the principal distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers through brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangements discussed below, generally MDI bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of Prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

 

 

 

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The Board has authorized Managers to enter into arrangements with one or more shareholder servicing agents who will provide shareholder services to the shareholders of the Funds. With respect to Service Class shares, the Board has authorized certain reimbursements to Managers so long as such payments do not exceed 0.20% with respect to each financial intermediary that services Service Class shareholder accounts and charges for such services. The actual expense and the impact on the expense ratios for the year ended December 31, 2012, was $11,140,607, or 0.18% for Yacktman Focused Service Class shares and $10,461,033, or 0.13% for Yacktman Service Class shares.

3. Line of Credit

Prior to June 29, 2012, Predecessor Funds had established a line of credit (“LOC”) with U.S. Bank, N.A. to be used for temporary or emergency purposes, primarily for financing redemption payments, using the securities in each Fund’s respective portfolio as collateral. The LOC matured on March 31, 2012 for each of the Predecessor Funds. For The Yacktman Focused Fund, borrowing under the LOC was limited to the lesser of $15,000,000, 33 1/3% of the value of the assets of the Fund, or the sum of the value of certain assets of the Fund, as defined in the LOC. For The Yacktman Fund, borrowing under the LOC was limited to the lesser of $15,000,000, or 33 1/3% of the value of unencumbered assets of the Fund. The interest rate paid by the Funds on outstanding borrowings was equal to the Prime Rate, less 0.50%, or 2.75% as of March 31, 2012. For the period from January 1, 2012 through March 31, 2012, there were no borrowings for the Predecessor Funds.

4. Purchases and Sales of Securities

Purchases and sales of investment securities (excluding short-term securities and U.S. Government obligations) for the year ended December 31, 2012, for Yacktman Focused were $2,002,639,506 and $162,212,108, respectively; and for Yacktman Fund were $1,438,000,241 and $478,042,215, respectively. There were no purchases or sales of U.S. Government obligations for either Fund for the year ended December 31, 2012.

5. Commitments and Contingencies

In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

 

 

 

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NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012 (continued)

 

 

 

6. Option Contracts Written

Yacktman Focused may use options to generate income and to hedge against losses caused by declines in the prices of stocks in its portfolio or for any other permissible purposes consistent with the Fund’s investment objective. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from written options. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as a writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. For the year ended December 31, 2012, the Fund did not write any options.

7. New Accounting Pronouncement

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the Funds’ financial statements and disclosures.

8. Subsequent Events

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements which require additional disclosure in or adjustment of the Funds’ financial statements.

 

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Trustees of Managers AMG Funds and the Shareholders of Yacktman Focused Fund (formerly The Yacktman Focused Fund) and Yacktman Fund (formerly The Yacktman Fund):

In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Yacktman Focused Fund and Yacktman Fund (the “Funds”) at December 31, 2012, and the results of each of their operations, the changes in each of their net assets and the financial highlights for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the custodian, provide a reasonable basis for our opinion. The statement of changes in net assets for the period ended December 31, 2011 and the financial highlights for the periods from December 31, 2008 through December 31, 2011 were audited by another independent registered public accounting firm whose report dated February 23, 2012 expressed an unqualified opinion on those statements and financial highlights.

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2013

 

 

 

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ADDITIONAL INFORMATION

(unaudited)

 

 

Yacktman Focused Fund and Yacktman Fund each hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2012 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

For the year ended December 31, 2012, 100% and 100% of the distributions paid, for Yacktman Focused Fund and Yacktman Fund, respectively, qualify for the dividends-received deduction available to corporate shareholders.

For the year ended December 31, 2012, 100% and 100% of the distributions paid, for Yacktman Focused Fund and Yacktman Fund, respectively, are designated as qualified dividend income.

Pursuant to section 852 of the Internal Revenue Code, Yacktman Focused Fund and Yacktman Fund hereby designate as a capital gain distribution with respect to the taxable year ended December 31, 2012, $25,694,457 and $56,413,493, respectively, or, if subsequently determined to be different, the net capital gains of such year.

PROXY VOTING POLICIES

AND PROCEDURES

For a description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities, please call 1-800-835-3879 and request a Statement of Additional Information. One will be mailed to you free of charge. The Statement of Additional Information is also available on the Web site of the Securities and Exchange Commission at http://www.sec.gov. Information on how the Funds voted proxies relating to portfolio securities during the twelve month period ended June 30, is available without charge, upon request, by calling 1-800-835-3879 or by accessing the Web site of the Securities and Exchange Commission.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Funds will file complete schedules of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Each Fund’s Form N-Q will be available on the Web site of the Securities and Exchange Commission at http://www.sec.gov.

 

 

 

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TRUSTEES AND OFFICERS

 

 

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.

 

 

 

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TRUSTEES AND OFFICERS (continued)

 

 

 

Name, Date of Birth, Number of Funds

Overseen in Fund Complex*

 

 

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

Bruce B. Bingham, 12/01/48

 

   

Trustee since 2012

 

   

Oversees 37 Funds in Fund Complex

 

 

William E. Chapman, II, 9/23/41

 

   

Independent Chairman

 

   

Trustee since 1999

 

   

Oversees 37 Funds in Fund Complex

 

 

Edward J. Kaier, 9/23/45

 

   

Trustee since 1999

 

   

Oversees 37 Funds in Fund Complex

 

 

Steven J. Paggioli, 4/3/50

 

   

Trustee since 2004

 

   

Oversees 37 Funds in Fund Complex

 

 

Eric Rakowski, 6/5/58

 

   

Trustee since 1999

 

   

Oversees 37 Funds in Fund Complex

 

 

Thomas R. Schneeweis, 5/10/47

 

   

Trustee since 2004

 

   

Oversees 37 Funds in Fund Complex

 

 

 

* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

 

 

 

46


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Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

 

 

Partner, Hamilton Partners (real estate development firm) (1987-Present).

President and Owner, Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee of Bowdoin College (2002-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 –Present); Trustee of Aston Funds (26 portfolios).

Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Professor of Finance, University of Massachusetts (1977-Present); Director, CISDM at the University of Massachusetts, (1996-Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of Aston Funds (26 portfolios).

 

 

 

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TRUSTEES AND OFFICERS (continued)

 

 

 

Name, Date of Birth, Number of Funds Overseen in Fund Complex*

 

 

Interested Trustees

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.

Christine C. Carsman, 4/2/52

 

   

Trustee since 2011

 

   

Oversees 37 Funds in Fund Complex

 

 

Officers

Keitha L. Kinne, 5/16/58

 

   

President since 2012

 

   

Chief Operating Officer since 2007

 

 

Lewis Collins, 2/22/66

 

   

Secretary since 2011

 

   

Chief Legal Officer since 2011

 

 

Donald S. Rumery, 5/29/58

 

   

Chief Financial Officer since 2007

 

   

Treasurer since 1999

 

 

John J. Ferencz, 3/09/62

 

   

Chief Compliance Officer since 2010

 

 

Michael S. Ponder, 9/12/73

 

   

Assistant Secretary since 2011

 

 

 

 

 

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Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

 

 

Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).

 

 

Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007-Present); Chief Investment Officer, Managers Investment Group LLC (2008-Present); President, Managers Distributors, Inc. (2012-Present); Chief Operating Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007-Present); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

 

 

Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).

 

 

Senior Vice President, Managers Investment Group LLC (2005-Present); Treasurer, The Managers Funds (1995-Present); Treasurer, Managers Trust I and Managers Trust II (2000-Present); Chief Financial Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007-Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000-2012); Vice President, The Managers Funds LLC, (1994-2004).

 

 

Vice President, Legal and Compliance, Managers Investment Group LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).

 

 

Senior Vice President and Counsel, Managers Investment Group LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher LLP (2006-2007).

 

 

 

 

 

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TRUSTEES AND OFFICERS (continued)

 

 

 

Name, Date of Birth, Number of Funds Overseen in Fund Complex*

 

 

Matthew B. Wallace, 11/24/80

 

   

Anti-Money Laundering Compliance Officer since 2012

 

 

 

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Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

 

 

Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012-Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010-2012); Compliance Specialist, Calamos Advisors LLC (2007-2010).

 

 

 

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PRIVACY POLICY

 

 

We collect the following nonpublic personal information about you:

 

   

Information we receive from you on or in applications or other forms, correspondence or conversations.

 

   

Information about your transactions with us, our affiliates or others.

We do not disclose any nonpublic personal information about our current or former shareholders to anyone, except as permitted by law. For example, we are permitted by law to disclose all of the information we collect, as described above, to our transfer agent to process your transactions. Furthermore, we restrict access to your nonpublic personal information to those persons who require such information to provide products or services to you. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

In the event that you hold shares of the Fund(s) through a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of your financial intermediary may govern how your nonpublic personal information would be shared with nonaffiliated third parties.

 

 

 

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(This Page Intentionally Left Blank.)

 

 

 

 

 

53


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For Fund information and

shareholder services, call

1-800-457-6033

Web site: www.managersinvest.com

 

Managers

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

This report is submitted for the general information of shareholders of the Yacktman Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by an effective Prospectus for the Funds, which contains more information concerning the Funds’ investment policies, as well as fees and expenses and other pertinent information. Read the Prospectus carefully.

 

 

 

LOGO     AR071-1212  


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Item 2. CODE OF ETHICS

Registrant has adopted a Code of Ethics. See attached Exhibit (a)(1).

 

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT

Registrant’s Board of Trustees has determined that independent Trustees Mr. Jack W. Aber and Mr. Steven J. Paggioli each qualify as the Audit Committee Financial Expert. Mr. Aber and Mr. Paggioli are “independent” as such term is defined in Form N-CSR.

 

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees

The aggregate fees billed by the Funds’ independent registered public accounting firm, PricewaterhouseCoopers LLP (“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:

 

Fund

   Fiscal 2012      Fiscal 2011  

GW&K Municipal Enhanced Yield Fund

   $ 36,321       $ 25,224   

GW&K Small Cap Equity Fund

   $ 23,242       $ 24,049   

GW&K Municipal Bond Fund

   $ 21,764       $ 22,246   

Skyline Special Equities Portfolio Fund

   $ 20,071       $ 22,261   

TimesSquare Mid Cap Growth Fund

   $ 58,101       $ 45,085   

TimesSquare Small Cap Growth Fund

   $ 36,829       $ 36,965   

Renaissance Large Cap Growth Fund

   $ 22,650       $ 21,381   

Yacktman Focused Fund

   $ 34,684         N/A   

Yacktman Fund

   $ 48,480         N/A   

(b) Audit-Related Fees

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

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

(c) Tax Fees

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


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Fund

   Fiscal 2012      Fiscal 2011  

GW&K Municipal Enhanced Yield Fund

   $ 7,750       $ 7,340   

GW&K Small Cap Equity Fund

   $ 7,000       $ 7,340   

GW&K Municipal Bond Fund

   $ 7,750       $ 7,340   

Skyline Special Equities Portfolio

   $ 7,000       $ 7,340   

TimesSquare Mid Cap Growth Fund

   $ 7,000       $ 7,340   

TimesSquare Small Cap Growth Fund

   $ 7,000       $ 7,340   

Renaissance Large Cap Growth Fund

   $ 7,000       $ 7,340   

Yacktman Focused Fund

   $ 7,750         N/A   

Yacktman Fund

   $ 7,750         N/A   

For the Funds’ two most recent fiscal years, Tax Fees billed by PwC for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Funds were $0 for fiscal 2012 and $0 for fiscal 2011, respectively.

The services for which Tax Fees were charged comprise all services performed by professional staff in PwC’s tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees

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

(e)(1) According to policies adopted by the Audit Committee, services provided by PwC to the Funds must be pre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews and pre-approves various types of services that PwC may perform for the Funds without specific approval of each engagement, subject to specified budget limitations. As contemplated by the Sarbanes-Oxley Act of 2002 and related SEC rules, the Audit Committee also pre-approves non-audit services provided by PwC to any Fund Service Provider for any engagement that relates directly to the operations and financial reporting of the Funds. Any engagement that is not already pre-approved or that will exceed a pre-approved budget must be submitted to the Audit Committee for pre-approval. The Chairman of the Audit Committee is authorized on behalf of the Board of Trustees and the Audit Committee to approve the engagement of PwC to perform non-audit services subject to certain conditions, including notification to the Audit Committee of such pre-approval not later than the next meeting of the Audit Committee following the date of such pre-approval.

(e)(2) None.

(f) Not applicable.

(g) The aggregate fees billed by PwC in 2012 and 2011 for non-audit services rendered to the Funds and Fund Service Providers were $132,000 and $115,380, respectively. For the fiscal year ended December 31, 2012, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $66,000 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds. For the fiscal year ended December 31, 2011, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $64,000 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds.

(h) The Trust’s Audit Committee has considered whether the provision of non-audit services by registrant’s independent registered public accounting firm to the registrant’s investment advisor, and any entity controlling, controlled, or under common control with the investment advisor that provided ongoing services to the registrant that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the registrant) was compatible with maintaining the independence of the independent registered public accounting firm.


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Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

 

Item 6. SCHEDULE OF INVESTMENTS

The schedule of investments in unaffiliated issuers as of the close of the reporting period is included as part of the shareholder report contained in Item 1 hereof.

Item 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS

Not applicable.

 

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

 

Item 11. CONTROLS AND PROCEDURES

(a) The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is


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recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the Registrant’s internal control over financial reporting during the Registrant’s fourth fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to affect, the internal control over financial reporting.


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Item 12. EXHIBITS

 

(a) (1)   Any Code of Ethics or amendments hereto. Filed herewith.
(a) (2)   Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 — Filed herewith.
(a) (3)   Not applicable.
(b)   Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 — Filed herewith.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MANAGERS AMG FUNDS

 

By:  

/s/ Keitha L. Kinne

  Keitha L. Kinne, President
Date:  

March 11, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Keitha L. Kinne

  Keitha L. Kinne, President
Date:  

March 11, 2013

By:  

/s/ Donald S. Rumery

  Donald S. Rumery, Chief Financial Officer
Date:  

March 11, 2013

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