Hotchkis & Wiley Funds NCSR Certified annual shareholder report (management investment company)

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			811-10487

Hotchkis & Wiley Funds
(Exact name of registrant as specified in charter)

725 South Figueroa Street, 39th Floor Los Angeles, California					90017-5439
(Address of principal executive offices)					(Zip code)

Anna Marie Lopez Hotchkis & Wiley Capital Management, LLC 725 South Figueroa Street, 39th Floor Los Angeles, California 90017-5439
(Name and address of agent for service)
Copies to: Karin Jagel Flynn, Esq. Vedder Price P.C. 222 North LaSalle Street Chicago, IL 60601
(Counsel for the registrant)

Registrant’s telephone number, including area code:				(213) 430-1000

Date of fiscal year end:	June 30, 2015

Date of reporting period:		July 1, 2014 – June 30, 2015

Item 1. Reports to Stockholders.

Hotchkis & Wiley Funds

Annual Report

JUNE 30, 2015

DIVERSIFIED VALUE FUND

LARGE CAP VALUE FUND

MID-CAP VALUE FUND

SMALL CAP VALUE FUND

SMALL CAP DIVERSIFIED VALUE FUND

GLOBAL VALUE FUND

VALUE OPPORTUNITIES FUND

CAPITAL INCOME FUND

HIGH YIELD FUND

TABLE OF CONTENTS

SHAREHOLDER LETTER					3
FUND PERFORMANCE DATA					6
SCHEDULE OF INVESTMENTS:
DIVERSIFIED VALUE FUND					16
LARGE CAP VALUE FUND					19
MID-CAP VALUE FUND					21
SMALL CAP VALUE FUND					24
SMALL CAP DIVERSIFIED VALUE FUND					27
GLOBAL VALUE FUND					34
VALUE OPPORTUNITIES FUND					37
CAPITAL INCOME FUND					41
HIGH YIELD FUND					50
STATEMENTS OF ASSETS & LIABILITIES					58
STATEMENTS OF OPERATIONS					60
STATEMENTS OF CHANGES IN NET ASSETS					62
FINANCIAL HIGHLIGHTS					67
NOTES TO THE FINANCIAL STATEMENTS					72
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					84
FUND EXPENSE EXAMPLES					85
BOARD CONSIDERATIONS IN APPROVING CONTINUATION OF INVESTMENT ADVISORY AGREEMENTS					87
MANAGEMENT					91
PRIVACY POLICY					92
INFORMATION ABOUT THE FUNDS					BACK COVER

DEAR SHAREHOLDER:

The following investment review and annual report relates to the activities of the Hotchkis & Wiley Funds for the twelve-month period ended June 30, 2015.

OVERVIEW

Economic improvement and corporate earnings growth have supported the rise in both equity and high yield markets, although economic perils in Europe have re-emerged as an important concern that is giving investors pause. While it appears as though Greece will remain in the Eurozone for now, the primary risk for investors is the possibility that a larger European economy (e.g., Italy, Spain) may find itself in a similar situation in the future, which could trigger global economic turmoil. Thus far, the market appears to perceive the Greece situation as largely contained — government bond spreads for other European periphery countries have remained relatively tight versus the German Bund. Nonetheless, we are monitoring the situation closely and are confident that we are not bearing unnecessary risk across our Funds.

In equity markets, value stocks have lagged considerably over the past twelve months. Typically, such environments present a headwind for our value-focused investment philosophy but we have managed to navigate the past twelve months satisfactorily considering the circumstances. Naturally, however, we would welcome a value tailwind. Our experience has taught us that this will emerge in due course. In recent years, strengthened corporate balance sheets, robust earnings growth, and an improved economic backdrop have supported the strong rise in U.S. stock prices. In our view, the broad equity market's valuation appears about average — neither exceptionally attractive nor dramatically overextended. Fortunately, we have been able to identify pockets of attractive valuation across market caps and geographies.

Interest rates fell over the final six months of 2014 before rising over the first six months of 2015. Rates rose a fair amount in the most recent quarter, particularly on the long end, steepening the yield curve in a notable fashion for the first time since late 2013. We have long contended that the high yield market is more sensitive to changes in the credit environment than changes in the interest rate environment; high yield's flat return in the most recent quarter is much more tolerable considering the 10-Year Treasury note sold off by –3% and the 30-Year Treasury bond sold off by –10%. Default activity remains subdued as the par-weighted default rate ended the period at 1.9%, half the historical median of 3.8% (1986-current). The yield-to-worst on the high yield market, represented by the BofA Merrill Lynch US High Yield Index, closed at 6.5% and spreads closed at 490 basis points — we believe both are reasonable levels given current market conditions and much more compelling than other fixed income alternatives.

From a historical context, the broad equity and high yield markets appear reasonably valued. In both markets, however, we have been able to identify selective opportunities and are optimistic as we look forward. We have learned from experience that an acute focus on risk controls is particularly important in such environments, and the positioning of our Funds exemplifies this mentality.

HOTCHKIS & WILEY DIVERSIFIED VALUE FUND

The Fund's Class I shares had a total return of 5.30% for the twelve-month period ended June 30, 2015, compared to the Russell 1000^® Value Index return of 4.13%.

Positive stock selection in financials was the largest driver of outperformance over the past year. An underweight position in energy and an overweight position in consumer discretionary also helped relative performance. Target, Anthem, and AIG were the largest individual performance contributors over the twelve-month period. Stock selection in energy was the largest detractor from performance, followed by stock selection in utilities and consumer staples. Cobalt International Energy, Royal Dutch Shell, and Murphy Oil were the largest individual performance detractors over the twelve-month period.

HOTCHKIS & WILEY LARGE CAP VALUE FUND

The Fund's Class I shares had a total return of 5.17% for the twelve-month period ended June 30, 2015, compared to the Russell 1000^® Value Index return of 4.13%.

The primary contributor to the Fund's outperformance over the twelve-month period was positive stock selection in financials. The Fund's positions in banks and insurance both outperformed. The underweight position in energy, which was the index's worst-performing sector by a large margin, also helped relative performance. The largest individual contributors were Target, Anthem, and UnitedHealth Group. On the negative side, stock selection in energy detracted from performance over the twelve-month period while stock selection in utilities and consumer staples were more modest performance detractors. The largest individual performance detractors were Murphy Oil, Royal Dutch Shell, and Marathon Oil.

HOTCHKIS & WILEY MID-CAP VALUE FUND

The Fund's Class I shares had a total return of –0.70% for the twelve-month period ended June 30, 2015, compared to the Russell Midcap^® Value Index return of 3.67%.

All of the Fund's underperformance can be attributed to unfavorable sector allocation as the overweight in energy and the underweight in health care hurt performance. Energy was the worst-performing sector by a considerable margin and health care was the best-performing sector by a considerable margin. Stock selection in industrials was a more modest performance detractor over the period. On the positive side, favorable stock selection in financials, consumer staples, and consumer discretionary helped relative performance. The overweight in consumer discretionary was also beneficial. Comstock Resources, Cobalt International Energy, and Ophir Energy were the largest individual detractors over the period while Kohl's, Staples, and ON Semiconductor were the largest individual contributors over the period.

HOTCHKIS & WILEY SMALL CAP VALUE FUND

The Fund's Class I shares had a total return of 4.64% for the twelve-month period ended June 30, 2015, compared to the Russell 2000^® Value Index return of 0.78%.

Positive stock selection drove more than 90% of the outperformance over the twelve-month period. Positive stock selection in financials, industrials, and energy were particularly strong. The top individual contributors were Matson, Masonite International, and First Horizon

National. Stock selection in utilities and information technology, along with an underweight position in financials, detracted from relative performance over the period. The top individual detractors were Con-way, Noranda Aluminum, and NRG Energy.

HOTCHKIS & WILEY SMALL CAP DIVERSIFIED VALUE FUND

The Fund's Class I shares had a total return of 2.93% for the twelve-month period ended June 30, 2015, compared to the Russell 2000^® Value Index return of 0.78%.

All of the Fund's outperformance over the twelve-month period was due to positive stock selection. Stock selection was positive or neutral in 9 of the 10 global industry classification standards (GICS)^® sectors, and was particularly strong in financials, energy, and industrials. The Fund's energy positions declined over the period but held up better than the index's energy positions. The Fund's process gravitates toward companies with less financial leverage, which led to the avoidance of some of the worst-performing energy stocks. An underweight allocation to financials and health care hurt performance as these were among the best-performing sectors in the small cap market. Stock selection in health care was also a modest detractor.

HOTCHKIS & WILEY GLOBAL VALUE FUND

The Fund's Class I shares had a total return of –1.98% for the twelve-month period ended June 30, 2015, compared to the Russell Developed Index return of 2.02%.

Stock selection in information technology, consumer staples, and energy were the largest performance detractors over the twelve-month period. The largest individual detractors were Danieli, Ophir Energy, and Rockhopper Exploration. The Fund was overweight Western Europe, particularly the United Kingdom, which also hurt relative returns over the period — both the Pound Sterling and the Euro weakened considerably relative to the U.S. Dollar. Positive stock selection in financials and consumer discretionary, along with an underweight allocation to materials helped relative performance. The largest individual contributors were UnitedHealth Group, Direct Line Insurance, and Target.

HOTCHKIS & WILEY VALUE OPPORTUNITIES FUND

The Fund's Class I shares had a total return of 6.75% for the twelve-month period ended June 30, 2015, compared to the S&P 500^® Index return of 7.42%.

Security selection in industrials, health care, and information technology detracted from relative performance over the twelve-month period. An underweight allocation to health care, which was the best-performing sector over the period, also detracted from relative performance. The Fund's exposure to non-U.S. securities hurt as the U.S. Dollar appreciated relative to other major currencies over the year, but roughly 75% of the currency exposure was hedged muting the effect considerably. On the positive side, favorable security selection in consumer staples, consumer discretionary, and materials helped relative performance. The largest individual contributors were Thorntons PLC, Masonite International, and McDermott International bonds; the largest individual detractors were Danieli, KSB, and Cobalt International Energy.

HOTCHKIS & WILEY CAPITAL INCOME FUND

The Fund's Class I shares had a total return of 0.69% for the twelve-month period ended June 30, 2015, compared to the 50/50 blended benchmark of the S&P 500^® Index and the BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index return of 4.82%.

The Fund's average equity weight over the twelve-month period was 57% versus a long-term target of 50%, which helped relative performance as equities outperformed high yield bonds. High yield bonds underperformed investment grade bonds over the period, however, which hurt performance relative to the 50/50 blended benchmark.

The equity portion of the Fund underperformed the S&P 500^® Index return of 7.42% over the twelve-month period, as high dividend yielding companies generally lagged the overall market. Stock selections in health care, energy, and consumer staples were the notable performance detractors over the period. The largest individual detractors were Royal Dutch Shell, Total, and GlaxoSmithKline. Positive security selections in financials, industrials, and telecommunication services were the largest contributors to relative performance over the period. The largest individual contributors were Target, Eli Lilly, and JPMorgan Chase.

The fixed income portion of the Fund underperformed the BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index return of 2.03% over the twelve-month period as high yield bonds lagged investment grade bonds. The Fund lagged by a small margin to the BofA Merrill Lynch BB-B US High Yield Constrained Index due to credit selection in energy and consumer goods. On the positive side, credit selection in basic industry and banking helped relative performance.

HOTCHKIS & WILEY HIGH YIELD FUND

The Fund's Class I shares had a total return of –0.26% for the twelve-month period ended June 30, 2015, compared to the BofA Merrill Lynch BB-B US High Yield Constrained Index return of 0.70%.

Credit selection in energy and consumer goods along with an overweight allocation to basic industry credits were the primary causes of underperformance over the twelve-month period. The Fund is also underweight BB-rated credits and overweight B-rated credits relative to the benchmark, which also hurt performance over the period. Positive credit selection in basic industry, banking, and telecommunications helped relative performance over the period. A small overweight in automotive and technology credits also benefited relative performance marginally.

CONCLUSION

We appreciate your continued support of the Hotchkis & Wiley Funds, and we look forward to serving your investment needs in the future.

CONCLUSION

We appreciate your continued support of the Hotchkis & Wiley Funds, and we look forward to serving your investment needs in the future.

Sincerely,


Anna Marie Lopez President	George Davis Fund Manager	Sheldon Lieberman Fund Manager

Patty McKenna Fund Manager	James Miles Fund Manager	Stan Majcher Fund Manager


David Green Fund Manager	Scott McBride Fund Manager	Judd Peters Fund Manager

Ray Kennedy Fund Manager	Mark Hudoff Fund Manager	Patrick Meegan Fund Manager

Scott Rosenthal Fund Manager	Richard Mak Fund Manager	Ryan Thomes Fund Manager

Past performance does not guarantee future results.

The above reflects opinions of Fund managers as of June 30, 2015. They are subject to change and any forecasts made cannot be guaranteed. The Funds might not continue to hold any securities mentioned and have no obligation to disclose purchases or sales in these securities. Fund holdings are not recommendations to buy or sell any security. Please refer to the Schedule of Investments in this report for a complete list of Fund holdings as of June 30, 2015. Indexes do not incur expenses or sales loads and are not available for investment.

The Global Industry Classification Standard (GICS^®) was developed by MSCI, an independent provider of global indices and benchmark-related products and services, and Standard & Poor's (S&P), an independent international financial data and investment services company. The GICS methodology has been widely accepted as an industry analysis framework for investment research, portfolio management and asset allocation. The GICS structure consists of 10 sectors, 24 industry groups, 67 industries and 156 sub-industries. Each stock that is classified will have a coding at all four of these levels.

Credit Quality weights by rating were derived from the highest bond rating as determined by S&P, Moody's or Fitch. Bond ratings are grades given to bonds that indicate their credit quality as determined by private independent rating services such as Standard & Poor's, Moody's and Fitch. These firms evaluate a bond issuer's financial strength, or its ability to pay a bond's principal and interest in a timely fashion. Ratings are expressed as letters ranging from 'AAA', which is the highest grade, to 'D', which is the lowest grade. In limited situations when none of the three rating agencies have issued a formal rating, the Advisor will classify the security as nonrated.

Investing in value stocks presents the risk that value stocks may fall out of favor with investors and underperform other asset types during a given period. Equities, bonds, and other asset classes have different risk profiles, which should be considered when investing. All investments contain risk and may lose value.

Earnings growth is not representative of any Fund's future performance.

A basis point is one hundredth of one percent (0.01%).

Spread is the percentage point difference between yields of various classes of bonds compared to Treasury bonds.

Fund Performance Data

ABOUT FUND PERFORMANCE

The Large Cap Value Fund and Mid-Cap Value Fund have four classes of shares. The Diversified Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund, Value Opportunities Fund, Capital Income Fund and High Yield Fund have three classes of shares. Each share class has its own sales charge and expense structure, allowing you to invest in the way that best suits your needs. Currently, the Small Cap Diversified Value Fund, Global Value Fund and Capital Income Fund are not offering Class C shares to investors.

Class I shares have no initial sales charge and bear no ongoing distribution and service fees under a 12b-1 plan. Class I shares are available only to eligible investors.

Class A shares incur a maximum initial sales charge of 5.25% for the Diversified Value Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund and Value Opportunities Fund, 4.75% for the Capital Income Fund and 3.75% for the High Yield Fund and an annual distribution and service fee of 0.25%.

Class C shares are subject to an annual distribution and service fee of 1.00%. In addition, Class C shares are subject to a 1.00% contingent deferred sales charge (CDSC) if redeemed within one year after purchase. Class C shares automatically convert to Class A shares approximately eight years after purchase and will then be subject to lower distribution and service fees.

Class R shares have no initial sales charge or CDSC and are subject to an annual distribution and service fee of 0.50%. Class R shares are offered only by the Large Cap Value Fund and Mid-Cap Value Fund and are available only to certain retirement plans.

FUND RISKS

Mutual fund investing involves risk; loss of principal is possible. The Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund and Value Opportunities Fund invest in small- and medium-capitalization companies which tend to have limited liquidity and greater price volatility than large-capitalization companies. The Value Opportunities Fund is a non-diversified fund which involves greater risk than investing in diversified funds, such as business risk, significant stock price fluctuations and sector concentration. Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales. The Value Opportunities Fund, Capital Income Fund and High Yield Fund invest in debt securities that decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investment by the Value Opportunities Fund, Capital Income Fund and High Yield Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. The Value Opportunities Fund, Capital Income Fund and High Yield Fund may utilize derivative instruments, which derive their performance from the performance of an underlying asset, index, interest rate or currency exchange rate. Derivatives can be volatile and involve various types and degrees of risks. Depending upon the characteristics of particular derivatives, they can suddenly become illiquid. Investments by the Capital Income Fund and High Yield Fund in asset-backed and mortgage-backed securities include additional risks that investors should be aware of such as credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic

developments. The Funds may invest in foreign securities, including developed and emerging markets, which involve greater volatility and political, economic, and currency risks.

MARKET INDEXES

The following are definitions for indexes used in the shareholder letter and the performance summary tables on the following pages. These indexes are unmanaged and include the reinvestment of dividends, but do not reflect the payment of transaction costs and advisory and other fees associated with an investment in the Funds. The securities that comprise these indexes may differ substantially from the securities in the Funds' portfolios. The Funds' value disciplines may prevent or restrict investments in the benchmark indexes. It is not possible to invest directly in an index. Each index named is not the only index which may be used to characterize performance of a specific Fund and other indexes may portray different comparative performance.

S&P 500^® Index, a capital weighted, unmanaged index, represents the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange.

Russell 1000^® Index, an unmanaged index, measures the performance of the 1,000 largest companies in the Russell 3000^® Index.

Russell 1000^® Value Index measures the performance of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values.

Russell Midcap^® Index, an unmanaged index, measures the performance of the 800 smallest companies in the Russell 1000^® Index.

Russell Midcap^® Value Index measures the performance of those Russell Midcap^® companies with lower price-to-book ratios and lower forecasted growth values.

Russell 2000^® Index, an unmanaged index, measures the performance of the 2,000 smallest companies in the Russell 3000^® Index.

Russell 2000^® Value Index measures the performance of those Russell 2000^® companies with lower price-to-book ratios and lower forecasted growth values.

Russell Developed Index measures the performance of the investable securities in developed countries globally across all market capitalization ranges.

BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index is a broad-based measure of the total rate of return performance of the U.S. investment grade bond markets. The Index is a capitalization weighted aggregation of outstanding U.S. Treasury, agency and supranational, mortgage pass-through, and investment grade corporate bonds meeting specified selection criteria.

BofA Merrill Lynch BB-B US High Yield Constrained Index contains all securities in the BofA Merrill Lynch U.S. High Yield Index rated BB+ through B- by S&P (or equivalent as rated by Moody's or Fitch), but caps issuer exposure at 2%. Index constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%.

BofA Merrill Lynch US High Yield Index tracks the performance of below investment grade, but not in default, U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market, and includes issues with a credit rating of BBB or below, as rated by Moody's and S&P.

Fund Performance Data

DIVERSIFIED VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2015	1 Year			5 Years			10 Years			Since 8/30/04*
Class I
Average annual total return		5.30	%		16.80	%		5.41	%		7.02	%
Class A
Average annual total return (with sales charge)		–0.46	%		15.29	%		4.58	%		6.23	%
Average annual total return (without sales charge)		5.07	%		16.53	%		5.14	%		6.75	%
Class C
Average annual total return (with CDSC)		3.27	%		15.63	%		4.39	%		5.98	%
Average annual total return (without CDSC)		4.27	%		15.63	%		4.39	%		5.98	%
S&P 500^® Index††
Average annual total return		7.42	%		17.34	%		7.89	%		8.21	%
Russell 1000^® Index††
Average annual total return		7.37	%		17.58	%		8.13	%		8.60	%
Russell 1000^® Value Index††
Average annual total return		4.13	%		16.50	%		7.05	%		7.85	%

† The Fund invests primarily in equity securities of companies with market capitalizations similar to the Russell 1000^® Index.

†† See index descriptions on page 6.

††† Fund returns during certain periods shown reflect a fee waiver and/or expense reimbursement. Without waiver/reimbursement, returns would have been lower. Returns shown include the reinvestment of all dividends.

* Commencement of Class I, Class A and Class C.

Past performance is not indicative of future results and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Fund Performance Data

LARGE CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2015	1 Year			5 Years			10 Years			Since 6/24/87*
Class I
Average annual total return		5.17	%		17.53	%		5.04	%		9.23	%
Class A
Average annual total return (with sales charge)		–0.63	%		15.98	%		4.19	%		8.77	%
Average annual total return (without sales charge)		4.89	%		17.23	%		4.76	%		8.98	%
Class C
Average annual total return (with CDSC)		3.10	%		16.36	%		4.03	%		8.16	%
Average annual total return (without CDSC)		4.10	%		16.36	%		4.03	%		8.16	%
Class R
Average annual total return		4.64	%		16.94	%		4.50	%		8.70	%
S&P 500^® Index††
Average annual total return		7.42	%		17.34	%		7.89	%		9.48	%
Russell 1000^® Index††
Average annual total return		7.37	%		17.58	%		8.13	%		9.64	%
Russell 1000^® Value Index††
Average annual total return		4.13	%		16.50	%		7.05	%		n/a

Returns shown for Class A, Class C, and Class R shares for the periods prior to their inception are derived from the historical performance of Class I shares of the Fund during such periods and have been adjusted to reflect the higher total annual operating expenses of each specific class. (Inception dates: Class A — 10/26/01; Class C — 2/4/02; Class R — 8/28/03.)

† The Fund invests primarily in equity securities of companies with market capitalizations similar to the Russell 1000^® Index.

†† See index descriptions on page 6.

* Commencement of Class I.

Fund Performance Data

MID-CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2015	1 Year			5 Years			10 Years			Since 1/2/97*
Class I
Average annual total return		–0.70	%		20.12	%		8.76	%		13.18	%
Class A
Average annual total return (with sales charge)		–6.13	%		18.53	%		7.90	%		12.57	%
Average annual total return (without sales charge)		–0.93	%		19.82	%		8.49	%		12.90	%
Class C
Average annual total return (with CDSC)		–2.69	%		18.92	%		7.76	%		12.09	%
Average annual total return (without CDSC)		–1.69	%		18.92	%		7.76	%		12.09	%
Class R
Average annual total return		–1.21	%		19.53	%		8.22	%		12.70	%
Russell Midcap^® Index††
Average annual total return		6.63	%		18.23	%		9.40	%		10.42	%
Russell Midcap^® Value Index††
Average annual total return		3.67	%		17.73	%		8.89	%		10.77	%

† The Fund invests primarily in equity securities of companies with market capitalizations similar to the Russell Midcap^® Index.

†† See index descriptions on page 6.

* Commencement of Class I.

Fund Performance Data

SMALL CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2015	1 Year			5 Years			10 Years			Since 9/20/85*
Class I
Average annual total return		4.64	%		19.55	%		7.94	%		12.19	%
Class A
Average annual total return (with sales charge)		–1.11	%		17.97	%		7.09	%		11.73	%
Average annual total return (without sales charge)		4.37	%		19.25	%		7.67	%		11.94	%
Class C
Average annual total return (with CDSC)		2.60	%		18.37	%		6.97	%		11.13	%
Average annual total return (without CDSC)		3.60	%		18.37	%		6.97	%		11.13	%
Russell 2000^® Index††
Average annual total return		6.49	%		17.08	%		8.40	%		10.02	%
Russell 2000^® Value Index††
Average annual total return		0.78	%		14.81	%		6.87	%		n/a

Returns shown for Class A and Class C shares for the periods prior to their inception are derived from the historical performance of Class I shares of the Fund during such periods and have been adjusted to reflect the higher total annual operating expenses of each specific class. (Inception dates: Class A — 10/6/00; Class C — 2/4/02.)

† The Fund invests primarily in equity securities of companies with market capitalizations similar to the Russell 2000^® Index.

†† See index descriptions on page 6.

* Commencement of Class I.

Fund Performance Data

SMALL CAP DIVERSIFIED VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Period ended June 30, 2015	Since 6/30/14*
Class I
Average annual total return		2.93	%
Class A
Average annual total return (with sales charge)		–2.64	%
Average annual total return (without sales charge)		2.71	%
Russell 2000^® Index††
Average annual total return		6.49	%
Russell 2000^® Value Index††
Average annual total return		0.78	%

Average annual total returns with sales charge shown for Class A shares have been adjusted to reflect the applicable sales charge of the class. Returns for Class A reflect the maximum initial sales charge of 5.25%. Average annual total returns without sales charge do not reflect the sales charge. Had the sales charge been included, the Fund's returns would have been lower.

† The Fund invests primarily in equity securities of companies with market capitalizations similar to the Russell 2000^® Index.

†† See index descriptions on page 6.

* Commencement of Class I and Class A.

Fund Performance Data

GLOBAL VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2015	1 Year			Since 12/31/12*
Class I
Average annual total return		–1.98	%		15.05	%
Class A
Average annual total return (with sales charge)		–7.38	%		12.32	%
Average annual total return (without sales charge)		–2.22	%		14.75	%
Russell Developed Index††
Average annual total return		2.02	%		14.29	%

Returns shown for Class A shares for the periods prior to its inception are derived from the historical performance of Class I shares of the Fund during such periods and have been adjusted to reflect the higher total annual operating expenses of the class. (Inception date: Class A — 8/30/13.)

† The Fund invests primarily in U.S. and non-U.S. companies.

†† See index description on page 6.

* Commencement of Class I.

Fund Performance Data

VALUE OPPORTUNITIES FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2015	1 Year			5 Years			10 Years			Since 12/31/02*
Class I
Average annual total return		6.75	%		20.39	%		9.37	%		13.78	%
Class A
Average annual total return (with sales charge)		0.86	%		18.79	%		8.51	%		13.07	%
Average annual total return (without sales charge)		6.47	%		20.08	%		9.10	%		13.56	%
Class C
Average annual total return (with CDSC)		4.65	%		19.18	%		8.34	%		12.69	%
Average annual total return (without CDSC)		5.65	%		19.18	%		8.34	%		12.69	%
S&P 500^® Index††
Average annual total return		7.42	%		17.34	%		7.89	%		9.26	%

Returns shown for Class C shares for the periods prior to its inception are derived from the historical performance of Class I shares of the Fund during such periods and have been adjusted to reflect the higher total annual operating expenses of the class. (Inception date: Class C — 8/28/03.)

† The Fund invests primarily in securities of companies with strong capital appreciation potential.

†† See index description on page 6.

* Commencement of Class I and Class A.

Fund Performance Data

CAPITAL INCOME FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2015	1 Year			Since 12/31/10*
Class I
Average annual total return		0.69	%		11.47	%
Class A
Average annual total return (with sales charge)		–4.05	%		10.69	%
Average annual total return (without sales charge)		0.73	%		11.90	%
S&P 500^® Index††
Average annual total return		7.42	%		14.02	%
BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index††
Average annual total return		2.03	%		3.54	%

Average annual total returns with sales charge shown for Class A shares have been adjusted to reflect the applicable sales charge of the class. Returns for Class A reflect the maximum initial sales charge of 4.75%. Average annual total returns without sales charge do not reflect the sales charge. Had the sales charge been included, the Fund's returns would have been lower.

† The Fund invests primarily in dividend-paying equities and high yield fixed income securities.

†† See index descriptions on page 6.

* Commencement of Class I.

Fund Performance Data

HIGH YIELD FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2015	1 Year			5 Years			Since 3/31/09*
Class I
Average annual total return		–0.26	%		9.31	%		13.29	%
Class A
Average annual total return (with sales charge)		–4.28	%		8.16	%		12.19	%
Average annual total return (without sales charge)		–0.54	%		8.99	%		12.88	%
Class C
Average annual total return (with CDSC)		–2.25	%		8.19	%		12.14	%
Average annual total return (without CDSC)		–1.25	%		8.19	%		12.14	%
BofA Merrill Lynch BB-B US High Yield Constrained Index††
Average annual total return		0.70	%		8.32	%		12.95	%

Returns shown for Class A and Class C shares for the periods prior to their inception are derived from the historical performance of Class I shares of the Fund during such periods and have been adjusted to reflect the higher total annual operating expenses of the class. (Inception dates: Class A — 5/29/09; Class C — 12/31/12.)

Average annual total returns with sales charge and CDSC shown for Class A and Class C shares, respectively, have been adjusted to reflect the applicable sales charges of each specific class. Returns for Class A reflect the maximum initial sales charge of 3.75%. Class C shares have no adjustment for sales charges, but redemptions within one year of purchase may be subject to a CDSC of 1%. Average annual total returns without sales charge or CDSC do not reflect the sales charges. Had the sales charge or CDSC been included, the Fund's returns would have been lower. Effective August 29, 2014, the Fund may impose a 2.00% redemption fee on shares that are redeemed or exchanged if they have been held for 90 days or less. Returns shown do not reflect the imposition of the redemption fee. Had the redemption fee been included, the Fund's returns would have been lower.

† The Fund invests primarily in high yield securities.

†† See index description on page 6.

* Commencement of Class I.

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Diversified Value Fund

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		4.58	%
Citigroup, Inc.		4.26	%
Bank of America Corp.		4.04	%
JPMorgan Chase & Company		3.57	%
Microsoft Corp.		2.96	%
Oracle Corp.		2.94	%
Marathon Oil Corp.		2.76	%
Corning, Inc.		2.64	%
Sanofi		2.53	%
Vodafone Group PLC		2.51	%

COMMON STOCKS — 98.96%	Shares Held		Value
*CONSUMER DISCRETIONARY — 15.09%* *Auto Components — 2.21%*
Johnson Controls, Inc.		240,300	$	11,902,059
*Automobiles — 4.14%*
General Motors Company		331,900		11,062,227
Harley-Davidson, Inc.		50,700		2,856,945
Honda Motor Company Ltd. — ADR		258,900		8,388,360
				22,307,532
*Hotels, Restaurants & Leisure — 0.53%*
Carnival Corp.		58,300		2,879,437
*Media — 4.49%*
Comcast Corp.		188,800		11,316,672
Discovery Communications, Inc. (a)		169,900		5,650,874
The Interpublic Group of Companies, Inc.		244,900		4,719,223
Omnicom Group, Inc.		35,800		2,487,742
				24,174,511
*Multiline Retail — 1.75%*
Nordstrom, Inc.		55,000		4,097,500
Target Corp.		65,300		5,330,439
				9,427,939
*Specialty Retail — 1.97%*
Bed Bath & Beyond, Inc. (a)		115,900		7,994,782
Lowe's Companies, Inc.		39,200		2,625,224
				10,620,006
TOTAL CONSUMER DISCRETIONARY				81,311,484
*CONSUMER STAPLES — 2.78%* *Food & Staples Retailing — 1.10%*
Wal-Mart Stores, Inc.		83,300		5,908,469
*Food Products — 1.22%*
Bunge Ltd.		33,800		2,967,640
Kellogg Company		58,000		3,636,600
				6,604,240

	Shares Held		Value
*Tobacco — 0.46%*
Philip Morris International, Inc.		31,200	$	2,501,304
TOTAL CONSUMER STAPLES				15,014,013
*ENERGY — 8.93%* *Oil, Gas & Consumable Fuels — 8.93%*
Cobalt International Energy, Inc. (a)		1,242,200		12,061,762
Kosmos Energy Ltd. (a)		324,600		2,736,378
Marathon Oil Corp.		561,500		14,902,210
Murphy Oil Corp.		193,100		8,027,167
Royal Dutch Shell PLC — ADR		182,120		10,382,661
TOTAL ENERGY				48,110,178
*FINANCIALS — 28.79%* *Banks — 15.72%*
Bank of America Corp.		1,280,622		21,796,187
Citigroup, Inc.		415,474		22,950,784
Citizens Financial Group, Inc.		292,500		7,988,175
JPMorgan Chase & Company		284,000		19,243,840
SunTrust Banks, Inc.		163,700		7,042,374
Wells Fargo & Company		101,134		5,687,776
				84,709,136
*Capital Markets — 2.80%*
The Bank of New York Mellon Corp.		65,100		2,732,247
The Goldman Sachs Group, Inc.		26,100		5,449,419
Morgan Stanley		75,500		2,928,645
State Street Corp.		52,100		4,011,700
				15,122,011
*Consumer Finance — 1.89%*
Capital One Financial Corp.		116,000		10,204,520

The accompanying notes are an integral part of these financial statements.
16

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Diversified Value Fund

	Shares Held		Value
*Insurance — 8.38%*
The Allstate Corp.		58,400	$	3,788,408
American International Group, Inc.		399,100		24,672,362
The Chubb Corp.		84,700		8,058,358
Unum Group		241,500		8,633,625
				45,152,753
TOTAL FINANCIALS				155,188,420
*HEALTH CARE — 13.03%* *Health Care Equipment & Supplies — 2.46%*
Medtronic PLC		145,282		10,765,396
Zimmer Biomet Holdings, Inc.		22,800		2,490,444
				13,255,840
*Health Care Providers & Services — 4.30%*
Anthem, Inc.		33,700		5,531,518
Express Scripts Holding Company (a)		81,500		7,248,610
Humana, Inc.		25,600		4,896,768
UnitedHealth Group, Inc.		44,800		5,465,600
				23,142,496
*Pharmaceuticals — 6.27%*
Eli Lilly & Company		98,200		8,198,718
GlaxoSmithKline PLC — ADR		287,500		11,974,375
Sanofi — ADR		275,300		13,635,609
				33,808,702
TOTAL HEALTH CARE				70,207,038
*INDUSTRIALS — 9.35%* *Aerospace & Defense — 2.63%*
The Boeing Company		44,400		6,159,168
Embraer SA — ADR		85,200		2,580,708
Rockwell Collins, Inc.		58,800		5,430,180
				14,170,056
*Industrial Conglomerates — 0.45%*
Koninklijke Philips NV		95,100		2,421,246
*Machinery — 6.27%*
CNH Industrial NV (c)		845,000		7,841,600
Cummins, Inc.		81,900		10,744,461
PACCAR, Inc.		72,700		4,638,987
Parker-Hannifin Corp.		55,900		6,502,847
Stanley Black & Decker, Inc.		39,000		4,104,360
				33,832,255
TOTAL INDUSTRIALS				50,423,557
*INFORMATION TECHNOLOGY — 13.42%* *Communications Equipment — 1.42%*
Telefonaktiebolaget LM Ericsson — ADR		734,100		7,664,004

	Shares Held		Value
*Electronic Equipment, Instruments & Components — 2.64%*
Corning, Inc.		721,400	$	14,233,222
*IT Services — 1.60%*
International Business Machines Corp.		37,000		6,018,420
Teradata Corp. (a)		70,600		2,612,200
				8,630,620
*Semiconductors & Semiconductor Equipment — 0.45%*
Texas Instruments, Inc.		46,600		2,400,366
*Software — 5.90%*
Microsoft Corp.		362,000		15,982,300
Oracle Corp.		393,000		15,837,900
				31,820,200
*Technology Hardware, Storage & Peripherals — 1.41%*
Hewlett-Packard Company		252,300		7,571,523
TOTAL INFORMATION TECHNOLOGY				72,319,935
*TELECOMMUNICATION SERVICES — 2.51%* *Wireless Telecommunication Services — 2.51%*
Vodafone Group PLC — ADR		371,963		13,558,051
TOTAL TELECOMMUNICATION SERVICES				13,558,051
*UTILITIES — 5.06%* *Electric Utilities — 1.51%*
PPL Corp.		92,100		2,714,187
The Southern Company		128,800		5,396,720
				8,110,907
*Independent Power and Renewable Electricity* *Producers — 2.63%*
Calpine Corp. (a)		496,900		8,939,231
NRG Energy, Inc.		228,700		5,232,656
				14,171,887
*Multi-Utilities — 0.92%*
Public Service Enterprise Group, Inc.		126,900		4,984,632
TOTAL UTILITIES				27,267,426
Total common stocks (Cost $527,030,724)				533,400,102
Total long-term investments (Cost $527,030,724)				533,400,102
COLLATERAL FOR SECURITIES ON LOAN — 1.11%
*Money Market Funds — 1.11%*
Invesco Government & Agency Portfolio, 0.04%^		5,985,033		5,985,033
Total collateral for securities on loan (Cost $5,985,033)				5,985,033

The accompanying notes are an integral part of these financial statements.
17

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Diversified Value Fund

SHORT-TERM INVESTMENTS — 0.64%	Principal Amount		Value
*Time Deposits — 0.64%*
Australia and New Zealand Banking Group Ltd., 0.03%, 07/01/2015*	$	3,441,985	$	3,441,985
Total short-term investments (Cost $3,441,985)				3,441,985
Total investments — 100.71% (Cost $536,457,742)				542,827,120
Liabilities in excess of other assets — (0.71)%				(3,840,840	)
Net assets — 100.00%			$	538,986,280

(a) — Non-income producing security.

(c) — All or a portion of this security is on loan. The total market value of securities on loan was $5,804,463.

ADR — American Depositary Receipt

^ — Rate shown is the 7-day yield as of June 30, 2015.

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

The accompanying notes are an integral part of these financial statements.
18

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Large Cap Value Fund

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		5.02	%
Citigroup, Inc.		4.44	%
Bank of America Corp.		4.27	%
JPMorgan Chase & Company		4.04	%
Marathon Oil Corp.		3.25	%
Microsoft Corp.		2.95	%
Oracle Corp.		2.92	%
Vodafone Group PLC		2.86	%
Corning, Inc.		2.86	%
Murphy Oil Corp.		2.77	%

COMMON STOCKS — 97.78%	Shares Held		Value
*CONSUMER DISCRETIONARY — 13.15%* *Auto Components — 2.24%*
Johnson Controls, Inc.		327,200	$	16,206,216
*Automobiles — 4.18%*
General Motors Company		440,000		14,665,200
Harley-Davidson, Inc.		67,800		3,820,530
Honda Motor Company Ltd. — ADR		364,200		11,800,080
				30,285,810
*Hotels, Restaurants & Leisure — 0.49%*
McDonald's Corp.		37,700		3,584,139
*Media — 3.03%*
Comcast Corp.		253,000		15,164,820
The Interpublic Group of Companies, Inc.		354,000		6,821,580
				21,986,400
*Multiline Retail — 1.48%*
Target Corp.		131,000		10,693,530
*Specialty Retail — 1.73%*
Bed Bath & Beyond, Inc. (a)		181,800		12,540,564
TOTAL CONSUMER DISCRETIONARY				95,296,659
*CONSUMER STAPLES — 2.59%* *Food & Staples Retailing — 1.42%*
Wal-Mart Stores, Inc.		145,000		10,284,850
*Food Products — 0.70%*
Kellogg Company		81,500		5,110,050
*Tobacco — 0.47%*
Philip Morris International, Inc.		42,500		3,407,225
TOTAL CONSUMER STAPLES				18,802,125
*ENERGY — 8.51%* *Oil, Gas & Consumable Fuels — 8.51%*
Marathon Oil Corp.		888,000		23,567,520
Murphy Oil Corp.		483,600		20,103,252
Royal Dutch Shell PLC — ADR		315,644		17,994,865
TOTAL ENERGY				61,665,637

	Shares Held		Value
*FINANCIALS — 28.89%* *Banks — 15.53%*
Bank of America Corp.		1,820,689	$	30,988,127
Citigroup, Inc.		582,968		32,203,152
Citizens Financial Group, Inc.		391,400		10,689,134
JPMorgan Chase & Company		432,500		29,306,200
Wells Fargo & Company		166,291		9,352,206
				112,538,819
*Capital Markets — 2.49%*
The Bank of New York Mellon Corp.		85,800		3,601,026
The Goldman Sachs Group, Inc.		34,900		7,286,771
State Street Corp.		92,900		7,153,300
				18,041,097
*Consumer Finance — 2.03%*
Capital One Financial Corp.		167,500		14,734,975
*Insurance — 8.84%*
American International Group, Inc.		588,700		36,393,434
The Chubb Corp.		150,700		14,337,598
Unum Group		373,400		13,349,050
				64,080,082
TOTAL FINANCIALS				209,394,973
*HEALTH CARE — 12.51%* *Health Care Equipment & Supplies — 2.93%*
Medtronic PLC		190,500		14,116,050
Zimmer Biomet Holdings, Inc.		65,700		7,176,411
				21,292,461
*Health Care Providers & Services — 3.19%*
Anthem, Inc.		56,500		9,273,910
Humana, Inc.		34,200		6,541,776
UnitedHealth Group, Inc.		59,900		7,307,800
				23,123,486

The accompanying notes are an integral part of these financial statements.
19

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Large Cap Value Fund

	Shares Held		Value
*Pharmaceuticals — 6.39%*
Eli Lilly & Company		131,800	$	11,003,982
GlaxoSmithKline PLC — ADR		410,800		17,109,820
Sanofi — ADR		367,400		18,197,322
				46,311,124
TOTAL HEALTH CARE				90,727,071
*INDUSTRIALS — 10.56%* *Aerospace & Defense — 1.76%*
The Boeing Company		71,900		9,973,968
Embraer SA — ADR		91,900		2,783,651
				12,757,619
*Building Products — 0.80%*
Owens Corning		140,300		5,787,375
*Industrial Conglomerates — 0.47%*
Koninklijke Philips NV		134,100		3,414,186
*Machinery — 7.10%*
CNH Industrial NV (c)		1,117,100		10,366,688
Cummins, Inc.		136,600		17,920,554
PACCAR, Inc.		113,800		7,261,578
Parker-Hannifin Corp.		89,800		10,446,434
Stanley Black & Decker, Inc.		52,300		5,504,052
				51,499,306
*Professional Services — 0.43%*
ManpowerGroup, Inc.		34,600		3,092,548
TOTAL INDUSTRIALS				76,551,034
*INFORMATION TECHNOLOGY — 13.17%* *Communications Equipment — 1.45%*
Telefonaktiebolaget LM Ericsson — ADR		1,006,800		10,510,992
*Electronic Equipment, Instruments & Components — 2.86%*
Corning, Inc.		1,050,600		20,728,338
*IT Services — 1.36%*
International Business Machines Corp.		60,600		9,857,196
*Software — 5.87%*
Microsoft Corp.		483,600		21,350,940
Oracle Corp.		525,700		21,185,710
				42,536,650
*Technology Hardware, Storage & Peripherals — 1.63%*
Hewlett-Packard Company		393,700		11,814,937
TOTAL INFORMATION TECHNOLOGY				95,448,113
*TELECOMMUNICATION SERVICES — 2.86%* *Wireless Telecommunication Services — 2.86%*
Vodafone Group PLC — ADR		569,154		20,745,663
TOTAL TELECOMMUNICATION SERVICES				20,745,663

	Shares Held		Value
*UTILITIES — 5.54%* *Electric Utilities — 2.00%*
PPL Corp.		246,000	$	7,249,620
The Southern Company		172,400		7,223,560
				14,473,180
*Independent Power and Renewable Electricity* *Producers — 2.62%*
Calpine Corp. (a)		666,300		11,986,737
NRG Energy, Inc.		305,300		6,985,264
				18,972,001
*Multi-Utilities — 0.92%*
Public Service Enterprise Group, Inc.		170,600		6,701,168
TOTAL UTILITIES				40,146,349
Total common stocks (Cost $723,263,306)				708,777,624
Total long-term investments (Cost $723,263,306)				708,777,624
COLLATERAL FOR SECURITIES ON LOAN — 1.09%
*Money Market Funds — 1.09%*
Invesco Government & Agency Portfolio, 0.04%^		7,895,512		7,895,512
Total collateral for securities on loan (Cost $7,895,512)				7,895,512
SHORT-TERM INVESTMENTS — 1.87%	Principal Amount
*Time Deposits — 1.87%*
Australia and New Zealand Banking Group Ltd., 0.03%, 07/01/2015*	$	13,581,314		13,581,314
Total short-term investments (Cost $13,581,314)				13,581,314
Total investments — 100.74% (Cost $744,740,132)				730,254,450
Liabilities in excess of other assets — (0.74)%				(5,372,542	)
Net assets — 100.00%			$	724,881,908

(a) — Non-income producing security.

(c) — All or a portion of this security is on loan. The total market value of securities on loan was $7,674,477.

ADR — American Depositary Receipt

^ — Rate shown is the 7-day yield as of June 30, 2015.

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

The accompanying notes are an integral part of these financial statements.
20

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Mid-Cap Value Fund

* Sum of sectors shown is greater than 100% due to short-term securities and liabilities in excess of other assets of (0.64)%.

Largest Equity Holdings	Percent of net assets
Great Plains Energy, Inc.		3.56	%
ARRIS Group, Inc.		3.53	%
White Mountains Insurance Group Ltd.		3.41	%
Cobalt International Energy, Inc.		3.40	%
Willis Group Holdings PLC		3.37	%
Con-way, Inc.		3.30	%
SunTrust Banks, Inc.		3.28	%
Citizens Financial Group, Inc.		3.13	%
The Goodyear Tire & Rubber Company		3.12	%
Regions Financial Corp.		3.03	%

COMMON STOCKS — 100.64%	Shares Held		Value
*CONSUMER DISCRETIONARY — 15.72%* *Auto Components — 3.12%*
The Goodyear Tire & Rubber Company		3,381,300	$	101,946,195
*Diversified Consumer Services — 0.63%*
H&R Block, Inc.		696,700		20,657,155
*Household Durables — 2.25%*
TRI Pointe Homes, Inc. (a)		4,807,700		73,557,810
*Media — 3.49%*
The Interpublic Group of Companies, Inc.		1,563,400		30,126,718
News Corp. (a)		3,149,900		45,957,041
Omnicom Group, Inc.		545,200		37,885,948
				113,969,707
*Multiline Retail — 1.02%*
Kohl's Corp.		530,800		33,233,388
*Specialty Retail — 5.21%*
Bed Bath & Beyond, Inc. (a)		856,500		59,081,370
Best Buy Company, Inc.		741,100		24,167,271
Office Depot, Inc. (a)		2,904,600		25,153,836
Rent-A-Center, Inc.		930,400		26,376,840
Staples, Inc.		2,310,500		35,373,755
				170,153,072
TOTAL CONSUMER DISCRETIONARY				513,517,327
*CONSUMER STAPLES — 2.74%* *Food Products — 2.74%*
Bunge Ltd.		785,100		68,931,780
Fresh Del Monte Produce, Inc.		534,100		20,648,306
TOTAL CONSUMER STAPLES				89,580,086
*ENERGY — 15.02%* *Energy Equipment & Services — 3.37%*
Dresser-Rand Group, Inc. (a)		961,100		81,866,498
McDermott International, Inc. (a)		3,697,800		19,746,252
Rowan Companies PLC		399,500		8,433,445
				110,046,195

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 11.65%*
Cairn Energy PLC (a) (b) (f)		30,408,600	$	80,989,964
Cobalt International Energy, Inc. (a)		11,423,800		110,925,098
Comstock Resources, Inc. (b)		5,728,300		19,075,239
Kosmos Energy Ltd. (a)		9,771,600		82,374,588
Ophir Energy PLC (a) (b) (f)		49,018,000		87,289,379
				380,654,268
TOTAL ENERGY				490,700,463
*FINANCIALS — 32.06%* *Banks — 15.42%*
CIT Group, Inc.		1,153,500		53,626,215
Citizens Financial Group, Inc.		3,748,100		102,360,611
Fifth Third Bancorp		1,271,500		26,472,630
Popular, Inc. (a)		3,160,200		91,203,372
Regions Financial Corp.		9,566,900		99,113,084
SunTrust Banks, Inc.		2,489,800		107,111,196
Zions Bancorporation		748,700		23,759,995
				503,647,103
*Consumer Finance — 0.82%*
Santander Consumer USA Holdings, Inc. (a)		1,045,300		26,728,321
*Diversified Financial Services — 1.68%*
PHH Corp. (a) (c)		2,110,900		54,946,727
*Insurance — 12.90%*
Alleghany Corp. (a)		77,000		36,094,520
Brown & Brown, Inc.		1,272,700		41,820,922
Enstar Group Ltd. (a)		77,140		11,952,843
Old Republic International Corp.		2,216,200		34,639,206
Unum Group		2,109,500		75,414,625
White Mountains Insurance Group Ltd.		170,300		111,536,282
Willis Group Holdings PLC		2,345,700		110,013,330
				421,471,728

The accompanying notes are an integral part of these financial statements.
21

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Mid-Cap Value Fund

	Shares Held		Value
*Real Estate Investment Trusts — 1.24%*
Corrections Corp. of America		498,500	$	16,490,380
The GEO Group, Inc.		702,400		23,993,984
				40,484,364
TOTAL FINANCIALS				1,047,278,243
*HEALTH CARE — 0.73%* *Health Care Providers & Services — 0.73%*
WellCare Health Plans, Inc. (a)		278,800		23,650,604
TOTAL HEALTH CARE				23,650,604
*INDUSTRIALS — 10.64%* *Aerospace & Defense — 0.94%*
Embraer SA — ADR		1,019,500		30,880,655
*Air Freight & Logistics — 2.74%*
Royal Mail PLC (f)		11,054,000		89,365,660
*Building Products — 0.59%*
Owens Corning		466,200		19,230,750
*Machinery — 3.07%*
Allison Transmission Holdings, Inc.		539,500		15,785,770
Navistar International Corp. (a) (c)		3,732,600		84,468,738
				100,254,508
*Road & Rail — 3.30%*
Con-way, Inc.		2,811,800		107,888,766
TOTAL INDUSTRIALS				347,620,339
*INFORMATION TECHNOLOGY — 14.67%* *Communications Equipment — 3.53%*
ARRIS Group, Inc. (a)		3,765,200		115,215,120
*Electronic Equipment, Instruments & Components — 5.43%*
Avnet, Inc.		2,243,300		92,222,063
CDW Corp.		1,837,600		62,992,928
Ingram Micro, Inc. (a)		891,900		22,324,257
				177,539,248
*IT Services — 1.00%*
Teradata Corp. (a)		884,700		32,733,900
*Semiconductors & Semiconductor Equipment — 2.62%*
Marvell Technology Group Ltd.		3,080,500		40,616,393
ON Semiconductor Corp. (a)		3,837,200		44,856,868
				85,473,261
*Software — 2.09%*
CA, Inc.		1,158,600		33,935,394
Comverse, Inc. (a)		152,680		3,065,814
Symantec Corp.		1,340,000		31,155,000
				68,156,208
TOTAL INFORMATION TECHNOLOGY				479,117,737

	Shares Held		Value
*UTILITIES — 9.06%* *Electric Utilities — 3.56%*
Great Plains Energy, Inc.		4,818,500	$	116,414,960
*Independent Power and Renewable Electricity* *Producers — 3.97%*
Calpine Corp. (a)		4,606,400		82,869,136
NRG Energy, Inc.		2,042,800		46,739,264
				129,608,400
*Multi-Utilities — 1.53%*
Public Service Enterprise Group, Inc.		1,269,600		49,869,888
TOTAL UTILITIES				295,893,248
Total common stocks (Cost $3,172,939,172)				3,287,358,047
Total long-term investments (Cost $3,172,939,172)				3,287,358,047
COLLATERAL FOR SECURITIES ON LOAN — 1.22%
*Money Market Funds — 1.22%*
Invesco Government & Agency Portfolio, 0.04%^		39,991,213		39,991,213
Total collateral for securities on loan (Cost $39,991,213)				39,991,213
SHORT-TERM INVESTMENTS — 0.09%	Principal Amount
*Time Deposits — 0.09%*
Bank of Montreal, 0.03%, 07/01/2015*	$	2,751,182		2,751,182
Brown Brothers Harriman & Co., 0.08%, 07/01/2015*	GBP	11		17
Total short-term investments (Cost $2,751,198)				2,751,199
Total investments — 101.95% (Cost $3,215,681,583)				3,330,100,459
Liabilities in excess of other assets — (1.95)%				(63,694,955	)
Net assets — 100.00%			$	3,266,405,504

(a) — Non-income producing security.

(b) — Affiliated issuer. See Note 6 in Notes to the Financial Statements.

(c) — All or a portion of this security is on loan. The total market value of securities on loan was $39,119,673.

(f) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $257,645,003, which represented 7.89% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

GBP — British Pounds

^ — Rate shown is the 7-day yield as of June 30, 2015.

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

The accompanying notes are an integral part of these financial statements.
22

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Mid-Cap Value Fund

The accompanying notes are an integral part of these financial statements.
23

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Value Fund

Largest Equity Holdings	Percent of net assets
Con-way, Inc.		4.76	%
Horace Mann Educators Corp.		4.31	%
Great Plains Energy, Inc.		4.28	%
Rush Enterprises, Inc.		3.51	%
Masonite International Corp.		3.40	%
Hanger, Inc.		3.24	%
Sonic Automotive, Inc.		2.90	%
WellCare Health Plans, Inc.		2.71	%
ARRIS Group, Inc.		2.65	%
Kaiser Aluminum Corp.		2.60	%

COMMON STOCKS — 95.09%	Shares Held		Value
*CONSUMER DISCRETIONARY — 8.40%* *Hotels, Restaurants & Leisure — 0.77%*
Lakes Entertainment, Inc. (a)		98,500	$	894,380
Ruby Tuesday, Inc. (a)		1,313,700		8,236,899
				9,131,279
*Household Durables — 4.73%*
M/I Homes, Inc. (a)		717,500		17,700,725
TRI Pointe Homes, Inc. (a)		1,202,000		18,390,600
William Lyon Homes (a)		768,600		19,729,962
				55,821,287
*Specialty Retail — 2.90%*
Sonic Automotive, Inc.		1,438,400		34,277,072
TOTAL CONSUMER DISCRETIONARY				99,229,638
*ENERGY — 5.05%* *Energy Equipment & Services — 1.97%*
McDermott International, Inc. (a)		1,378,300		7,360,122
Rowan Companies PLC		755,000		15,938,050
				23,298,172
*Oil, Gas & Consumable Fuels — 3.08%*
Cairn Energy PLC (a) (f)		3,342,600		8,902,648
Cobalt International Energy, Inc. (a)		1,199,300		11,645,203
Kosmos Energy Ltd. (a)		1,236,300		10,422,009
Rockhopper Exploration PLC (a) (f)		5,203,200		5,449,682
				36,419,542
TOTAL ENERGY				59,717,714

	Shares Held		Value
*FINANCIALS — 20.95%* *Banks — 8.12%*
Associated Banc-Corp		482,500	$	9,780,275
First BanCorp (a)		1,851,100		8,922,302
First Horizon National Corp.		1,524,331		23,886,267
First Niagara Financial Group, Inc.		2,088,700		19,717,328
Investors Bancorp, Inc.		276,500		3,400,950
Popular, Inc. (a)		826,700		23,858,562
Synovus Financial Corp.		205,571		6,335,698
				95,901,382
*Capital Markets — 0.60%*
Oppenheimer Holdings, Inc.		270,900		7,119,252
*Diversified Financial Services — 1.51%*
PHH Corp. (a)		686,200		17,861,786
*Insurance — 7.15%*
Aspen Insurance Holdings Ltd.		123,300		5,906,070
Employers Holdings, Inc.		45,600		1,038,768
Endurance Specialty Holdings Ltd.		81,800		5,374,260
Enstar Group Ltd. (a)		26,850		4,160,408
Global Indemnity PLC (a)		380,036		10,671,411
Horace Mann Educators Corp.		1,400,000		50,932,000
National Western Life Insurance Company		5,800		1,389,042
Symetra Financial Corp.		209,000		5,051,530
				84,523,489
*Real Estate Investment Trusts — 3.57%*
The GEO Group, Inc.		886,796		30,292,951
Granite Real Estate Investment Trust		347,400		11,860,236
				42,153,187
TOTAL FINANCIALS				247,559,096

The accompanying notes are an integral part of these financial statements.
24

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Value Fund

	Shares Held		Value
*HEALTH CARE — 10.08%* *Health Care Equipment & Supplies — 0.93%*
Invacare Corp.		510,300	$	11,037,789
*Health Care Providers & Services — 8.18%*
Hanger, Inc. (a)		1,631,900		38,251,736
LifePoint Health, Inc. (a)		304,300		26,458,885
WellCare Health Plans, Inc. (a)		377,200		31,997,876
				96,708,497
*Pharmaceuticals — 0.97%*
Taro Pharmaceutical Industries Ltd. (a)		79,400		11,408,986
TOTAL HEALTH CARE				119,155,272
*INDUSTRIALS — 26.03%* *Building Products — 3.40%*
Masonite International Corp. (a)		572,800		40,159,008
*Commercial Services & Supplies — 0.48%*
The Brink's Company		193,600		5,697,648
*Construction & Engineering — 3.24%*
KBR, Inc.		1,369,900		26,685,652
Tutor Perini Corp. (a)		541,100		11,676,938
				38,362,590
*Machinery — 7.94%*
CIRCOR International, Inc.		165,800		9,041,074
EnPro Industries, Inc.		498,500		28,524,170
Harsco Corp.		353,300		5,829,450
Meritor, Inc. (a)		1,692,900		22,210,848
Miller Industries, Inc. (b)		848,800		16,933,560
Navistar International Corp. (a) (c)		500,100		11,317,263
				93,856,365
*Marine — 1.99%*
Matson, Inc.		559,400		23,517,176
*Professional Services — 0.71%*
Heidrick & Struggles International, Inc.		121,400		3,166,112
Hudson Global, Inc. (a) (b)		2,266,700		5,190,743
				8,356,855
*Road & Rail — 4.76%*
Con-way, Inc. (d)		1,464,900		56,208,213
*Trading Companies & Distributors — 3.51%*
Rush Enterprises, Inc. (a) (b)		1,581,100		41,440,631
TOTAL INDUSTRIALS				307,598,486
*INFORMATION TECHNOLOGY — 8.06%* *Communications Equipment — 3.38%*
ARRIS Group, Inc. (a)		1,025,200		31,371,120
Extreme Networks, Inc. (a)		3,168,700		8,523,803
				39,894,923

	Shares Held		Value
*Semiconductors & Semiconductor Equipment — 2.12%*
Diodes, Inc. (a)		591,300	$	14,256,243
ON Semiconductor Corp. (a)		922,400		10,782,856
				25,039,099
*Software — 1.14%*
Comverse, Inc. (a)		673,110		13,516,049
*Technology Hardware, Storage & Peripherals — 1.42%*
QLogic Corp. (a)		1,186,300		16,833,597
TOTAL INFORMATION TECHNOLOGY				95,283,668
*MATERIALS — 9.86%* *Chemicals — 0.59%*
American Vanguard Corp.		502,300		6,931,740
*Metals & Mining — 7.70%*
Horsehead Holding Corp. (a) (c)		2,295,100		26,898,572
Kaiser Aluminum Corp.		369,700		30,714,676
Noranda Aluminum Holding Corp. (b)		5,601,500		4,761,275
Real Industry, Inc. (a) (b)		2,518,508		28,585,066
				90,959,589
*Paper & Forest Products — 1.57%*
Louisiana-Pacific Corp. (a)		1,092,700		18,608,681
TOTAL MATERIALS				116,500,010
*UTILITIES — 6.66%* *Electric Utilities — 5.42%*
Great Plains Energy, Inc.		2,092,700		50,559,632
Portland General Electric Company		352,400		11,685,584
Westar Energy, Inc.		52,300		1,789,706
				64,034,922
*Independent Power and Renewable Electricity* *Producers — 1.24%*
NRG Energy, Inc.		638,599		14,611,145
TOTAL UTILITIES				78,646,067
Total common stocks (Cost $1,017,879,007)				1,123,689,951
INVESTMENT COMPANIES — 2.26%
*Exchange Traded Funds — 2.26%*
iShares Russell 2000 Value Index Fund (c)		262,200		26,733,912
Total investment companies (Cost $22,697,417)				26,733,912
Total long-term investments (Cost $1,040,576,424)				1,150,423,863

The accompanying notes are an integral part of these financial statements.
25

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Value Fund

	Shares Held		Value
COLLATERAL FOR SECURITIES ON LOAN — 3.89%
*Money Market Funds — 3.89%*
Invesco Government & Agency Portfolio, 0.04%^		45,944,634	$	45,944,634
Total collateral for securities on loan (Cost $45,944,634)				45,944,634
SHORT-TERM INVESTMENTS — 2.87%	Principal Amount
*Time Deposits — 2.87%*
Bank of Montreal, 0.03%, 07/01/2015*	$	33,922,760		33,922,760
Total short-term investments (Cost $33,922,760)				33,922,760
Total investments — 104.11% (Cost $1,120,443,818)				1,230,291,257
Liabilities in excess of other assets — (4.11)%				(48,620,669	)
Net assets — 100.00%			$	1,181,670,588

(a) — Non-income producing security.

(b) — Affiliated issuer. See Note 6 in Notes to the Financial Statements.

(c) — All or a portion of this security is on loan. The total market value of securities on loan was $44,973,840.

(d) — All or a portion of this security is segregated as collateral.

(f) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $14,352,330, which represented 1.21% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

^ — Rate shown is the 7-day yield as of June 30, 2015.

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

The accompanying notes are an integral part of these financial statements.
26

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Diversified Value Fund

Largest Equity Holdings	Percent of net assets
Sears Hometown and Outlet Stores, Inc.		0.55	%
National Presto Industries, Inc.		0.52	%
RPX Corp.		0.47	%
Higher One Holdings, Inc.		0.47	%
Oppenheimer Holdings, Inc.		0.45	%
Primoris Services Corp.		0.45	%
Columbus McKinnon Corp.		0.45	%
Suffolk Bancorp		0.45	%
HomeStreet, Inc.		0.45	%
Associated Banc-Corp		0.45	%

COMMON STOCKS — 97.47%	Shares Held		Value
*CONSUMER DISCRETIONARY — 13.84%* *Auto Components — 2.32%*
American Axle & Manufacturing Holdings, Inc. (a)		1,857	$	38,830
Cooper-Standard Holding, Inc. (a)		564		34,669
Federal-Mogul Holdings Corp. (a)		1,215		13,790
Modine Manufacturing Company (a)		4,187		44,927
Remy International, Inc.		2,719		60,117
Shiloh Industries, Inc. (a)		4,750		61,512
Standard Motor Products, Inc.		775		27,218
Strattec Security Corp.		446		30,640
Tower International, Inc. (a)		1,839		47,906
				359,609
*Diversified Consumer Services — 0.70%*
American Public Education, Inc. (a)		2,019		51,929
Bridgepoint Education, Inc. (a)		3,219		30,774
Capella Education Company		239		12,827
DeVry Education Group, Inc.		441		13,221
				108,751
*Hotels, Restaurants & Leisure — 0.97%*
Century Casinos, Inc. (a)		5,761		36,294
Lakes Entertainment, Inc. (a)		7,281		66,112
Speedway Motorsports, Inc.		1,399		31,687
Tropicana Entertainment, Inc. (a)		975		15,649
				149,742

	Shares Held		Value
*Household Durables — 2.86%*
Blyth, Inc. (a)		2,122	$	13,475
CSS Industries, Inc.		1,071		32,398
Ethan Allen Interiors, Inc.		569		14,987
Hooker Furniture Corp.		1,787		44,872
LGI Homes, Inc. (a)		2,483		49,114
Libbey, Inc.		391		16,160
Lifetime Brands, Inc.		3,261		48,165
M/I Homes, Inc. (a)		2,047		50,499
Skullcandy, Inc. (a)		4,075		31,255
Taylor Morrison Home Corp. (a)		2,365		48,151
William Lyon Homes (a)		2,018		51,803
ZAGG, Inc. (a)		5,334		42,245
				443,124
*Internet & Catalog Retail — 0.44%*
PetMed Express, Inc.		3,982		68,769
*Leisure Products — 0.93%*
Arctic Cat, Inc.		1,674		55,593
Johnson Outdoors, Inc.		1,936		45,593
Malibu Boats, Inc. (a)		2,100		42,189
				143,375
*Media — 1.08%*
Entercom Communications Corp. (a)		2,661		30,389
Meredith Corp.		281		14,654
The New York Times Company		2,311		31,545
Saga Communications, Inc.		1,113		42,127
Time, Inc.		2,068		47,585
				166,300

The accompanying notes are an integral part of these financial statements.
27

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*Specialty Retail — 2.91%*
Aaron's, Inc.		1,854	$	67,133
America's Car-Mart, Inc. (a)		280		13,810
Big 5 Sporting Goods Corp.		1,160		16,484
The Buckle, Inc.		307		14,051
Express, Inc. (a)		940		17,023
The Finish Line, Inc.		1,303		36,249
Francesca's Holdings Corp. (a)		2,946		39,683
Office Depot, Inc. (a)		5,054		43,768
Outerwall, Inc.		703		53,505
Rent-A-Center, Inc.		560		15,876
Sears Hometown and Outlet Stores, Inc. (a)		8,893		84,484
Select Comfort Corp. (a)		921		27,694
Tilly's, Inc. (a)		943		9,119
Zumiez, Inc. (a)		393		10,466
				449,345
*Textiles, Apparel & Luxury Goods — 1.63%*
Culp, Inc.		1,185		36,735
Iconix Brand Group, Inc. (a)		1,204		30,064
Movado Group, Inc.		1,586		43,076
Rocky Brands, Inc.		2,964		55,426
Steven Madden Ltd. (a)		1,244		53,218
Vera Bradley, Inc. (a)		2,950		33,247
				251,766
TOTAL CONSUMER DISCRETIONARY				2,140,781
*CONSUMER STAPLES — 2.99%* *Food & Staples Retailing — 0.17%*
Weis Markets, Inc.		616		25,964
*Food Products — 0.65%*
John B. Sanfilippo & Son, Inc.		417		21,642
Omega Protein Corp. (a)		4,692		64,516
Sanderson Farms, Inc.		189		14,205
				100,363
*Personal Products — 1.73%*
Lifevantage Corp. (a)		92,811		49,190
Nature's Sunshine Products, Inc.		3,613		49,679
Nu Skin Enterprises, Inc.		1,237		58,300
Nutraceutical International Corp. (a)		2,458		60,810
USANA Health Sciences, Inc. (a)		366		50,018
				267,997
*Tobacco — 0.44%*
Universal Corp.		1,200		68,784
TOTAL CONSUMER STAPLES				463,108

	Shares Held		Value
*ENERGY — 5.92%* *Energy Equipment & Services — 2.20%*
Atwood Oceanics, Inc.		1,084	$	28,661
CARBO Ceramics, Inc.		1,104		45,960
Dawson Geophysical Company (a)		3,489		16,398
Geospace Technologies Corp. (a)		2,181		50,272
Gulf Island Fabrication, Inc.		1,031		11,516
Hornbeck Offshore Services, Inc. (a)		816		16,752
Matrix Service Company (a)		2,738		50,051
Oil States International, Inc. (a)		1,204		44,825
Tesco Corp.		4,108		44,777
Unit Corp. (a)		1,148		31,134
				340,346
*Oil, Gas & Consumable Fuels — 3.72%*
Alliance Resource Partners LP		1,405		35,069
Alon USA Energy, Inc.		2,083		39,369
Alon USA Partners LP		1,618		34,010
Cloud Peak Energy, Inc. (a)		10,221		47,630
Contango Oil & Gas Company (a)		3,304		40,540
Delek US Holdings, Inc.		1,253		46,135
Global Partners LP		836		27,120
Natural Resource Partners LP		6,056		22,952
Northern Tier Energy LP		1,228		29,190
Oasis Petroleum, Inc. (a)		2,739		43,413
PrimeEnergy Corp. (a)		915		52,064
Stone Energy Corp. (a)		3,346		42,126
VAALCO Energy, Inc. (a)		27,976		59,869
Western Refining, Inc.		1,273		55,528
				575,015
TOTAL ENERGY				915,361

The accompanying notes are an integral part of these financial statements.
28

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*FINANCIALS — 28.99%* *Banks — 15.03%*
1st Source Corp.		492	$	16,787
Access National Corp.		851		16,543
American National Bankshares, Inc.		2,071		49,311
Ames National Corp.		635		15,939
Associated Banc-Corp		3,410		69,121
The Bancorp, Inc. (a)		6,776		62,881
Bank of Hawaii Corp.		522		34,807
Bank of Marin Bancorp		618		31,438
Bank of the Ozarks, Inc.		847		38,750
Bar Harbor Bankshares		484		17,148
BBCN Bancorp, Inc.		3,342		49,428
Bridge Bancorp, Inc.		630		16,815
C&F Financial Corp.		1,852		68,617
Camden National Corp.		1,637		63,352
Cathay General Bancorp		1,148		37,253
Central Valley Community Bancorp		4,056		47,982
Chemical Financial Corp.		1,021		33,754
City Holding Company		333		16,400
First Bancorp		2,737		45,653
First BanCorp (a)		10,093		48,648
First Bancorp, Inc.		1,887		36,683
First Citizens BancShares, Inc.		182		47,873
First Community Bancshares, Inc.		902		16,434
First Financial Bancorp		899		16,128
First Financial Corp.		1,338		47,847
First Horizon National Corp.		4,409		69,089
First Niagara Financial Group, Inc.		7,153		67,524
Flushing Financial Corp.		1,545		32,460
Fulton Financial Corp.		2,558		33,407
Great Southern Bancorp, Inc.		403		16,982
Hanmi Financial Corp.		1,522		37,806
Heartland Financial USA, Inc.		473		17,605
Heritage Financial Corp.		968		17,298
HomeTrust Bancshares, Inc. (a)		1,972		33,051
International Bancshares Corp.		2,498		67,121
LCNB Corp.		2,096		33,966
Merchants Bancshares, Inc.		1,122		37,105
Northrim BanCorp, Inc.		2,673		68,509
Old Second Bancorp, Inc. (a)		2,892		19,087
Orrstown Financial Services, Inc.		3,688		59,672
Pacific Continental Corp.		2,403		32,513
Peapack Gladstone Financial Corp.		2,943		65,393
Peoples Bancorp, Inc.		685		15,988

	Shares Held		Value
Popular, Inc. (a)		1,860	$	53,680
Premier Financial Bancorp, Inc.		3,144		48,575
QCR Holdings, Inc.		894		19,453
Republic Bancorp, Inc.		2,601		66,846
Sandy Spring Bancorp, Inc.		1,197		33,492
Shore Bancshares, Inc. (a)		6,783		63,964
Sierra Bancorp		2,892		50,061
Suffolk Bancorp		2,701		69,308
TowneBank		2,913		47,453
TriCo Bancshares		1,969		47,354
Trustmark Corp.		1,962		49,011
Valley National Bancorp		3,335		34,384
Webster Financial Corp.		1,305		51,613
Wilshire Bancorp, Inc.		1,575		19,892
				2,325,254
*Capital Markets — 0.53%*
Arlington Asset Investment Corp.		624		12,205
Oppenheimer Holdings, Inc.		2,651		69,669
				81,874
*Consumer Finance — 0.27%*
The JG Wentworth Company (a)		4,514		41,529
*Diversified Financial Services — 0.33%*
PHH Corp. (a)		1,960		51,019
*Insurance — 4.93%*
Ambac Financial Group, Inc. (a)		1,819		30,268
CNO Financial Group, Inc.		3,660		67,160
Crawford & Company		4,172		31,749
Employers Holdings, Inc.		2,747		62,577
Hallmark Financial Services, Inc. (a)		3,070		34,937
The Hanover Insurance Group, Inc.		656		48,564
Horace Mann Educators Corp.		1,868		67,957
Kansas City Life Insurance Company		346		15,816
Kemper Corp.		1,199		46,221
MBIA, Inc. (a)		1,690		10,157
Meadowbrook Insurance Group, Inc.		7,443		64,009
National Western Life Insurance Company		252		60,351
The Navigators Group, Inc. (a)		202		15,667
The Phoenix Companies, Inc. (a)		944		17,219
Selective Insurance Group, Inc.		1,059		29,705
StanCorp Financial Group, Inc.		232		17,542
State Auto Financial Corp.		2,005		48,020
Stewart Information Services Corp.		1,146		45,611
Symetra Financial Corp.		2,046		49,452
				762,982

The accompanying notes are an integral part of these financial statements.
29

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*Real Estate Investment Trusts — 1.96%*
Arbor Realty Trust, Inc.		4,532	$	30,636
Ares Commercial Real Estate Corp.		2,749		31,311
BRT Realty Trust (a)		4,440		31,213
Cherry Hill Mortgage Investment Corp.		1,725		27,980
Five Oaks Investment Corp.		4,458		37,224
The GEO Group, Inc.		1,623		55,442
Parkway Properties, Inc.		3,527		61,512
Resource Capital Corp.		3,335		12,906
ZAIS Financial Corp.		872		14,100
				302,324
*Thrifts & Mortgage Finance — 5.94%*
Astoria Financial Corp.		3,694		50,940
Brookline Bancorp, Inc.		3,190		36,015
Cape Bancorp, Inc.		3,289		31,114
Charter Financial Corp.		1,314		16,307
Clifton Bancorp, Inc.		1,139		15,935
Dime Community Bancshares, Inc.		2,952		50,007
ESSA Bancorp, Inc.		3,711		47,723
Flagstar Bancorp, Inc. (a)		2,475		45,738
Hingham Institution for Savings		409		47,080
Home Bancorp, Inc.		2,231		56,310
HomeStreet, Inc. (a)		3,032		69,190
Lake Sunapee Bank Group		1,047		15,108
Meta Financial Group, Inc.		815		34,980
OceanFirst Financial Corp.		2,762		51,511
Oritani Financial Corp.		2,195		35,230
Provident Financial Holdings, Inc.		3,953		66,173
Prudential Bancorp, Inc.		1,264		18,328
Territorial Bancorp, Inc.		2,780		67,443
TrustCo Bank Corp.		4,624		32,507
Washington Federal, Inc.		2,898		67,668
Waterstone Financial, Inc.		1,222		16,130
Westfield Financial, Inc.		6,554		47,910
				919,347
TOTAL FINANCIALS				4,484,329
*HEALTH CARE — 2.81%* *Biotechnology — 0.09%*
Myriad Genetics, Inc. (a)		432		14,684
*Health Care Equipment & Supplies — 0.43%*
Halyard Health, Inc. (a)		332		13,446
Meridian Bioscience, Inc.		1,627		30,327
PhotoMedex, Inc. (a)		17,067		23,211
				66,984

	Shares Held		Value
*Health Care Providers & Services — 2.29%*
Almost Family, Inc. (a)		816	$	32,567
The Ensign Group, Inc.		338		17,258
Hanger, Inc. (a)		1,195		28,011
IPC Healthcare, Inc. (a)		682		37,776
LHC Group, Inc. (a)		976		37,332
LifePoint Health, Inc. (a)		412		35,823
Molina Healthcare, Inc. (a)		483		33,955
National HealthCare Corp.		485		31,520
Select Medical Holdings Corp.		2,078		33,664
WellCare Health Plans, Inc. (a)		773		65,573
				353,479
TOTAL HEALTH CARE				435,147
*INDUSTRIALS — 15.97%* *Aerospace & Defense — 0.94%*
Engility Holdings, Inc.		922		23,198
Erickson, Inc. (a)		3,739		16,227
LMI Aerospace, Inc. (a)		2,577		25,796
National Presto Industries, Inc.		1,002		80,480
				145,701
*Air Freight & Logistics — 0.39%*
Forward Air Corp.		279		14,581
Hub Group, Inc. (a)		776		31,303
Park-Ohio Holdings Corp.		302		14,635
				60,519
*Building Products — 0.21%*
American Woodmark Corp. (a)		303		16,620
Universal Forest Products, Inc.		300		15,609
				32,229
*Commercial Services & Supplies — 2.73%*
The Brink's Company		1,137		33,462
Deluxe Corp.		467		28,954
Ennis, Inc.		2,775		51,587
Essendant, Inc.		784		30,772
Knoll, Inc.		1,405		35,167
Matthews International Corp.		616		32,734
NL Industries, Inc. (a)		8,432		62,481
Performant Financial Corp. (a)		20,462		66,297
RR Donnelley & Sons Company		2,051		35,749
Steelcase, Inc.		790		14,939
Team, Inc. (a)		404		16,261
West Corp.		479		14,418
				422,821

The accompanying notes are an integral part of these financial statements.
30

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*Construction & Engineering — 1.67%*
Aegion Corp. (a)		2,598	$	49,206
Argan, Inc.		1,401		56,502
Comfort Systems USA, Inc.		797		18,291
KBR, Inc.		3,286		64,011
Primoris Services Corp.		3,512		69,538
				257,548
*Electrical Equipment — 0.34%*
Preformed Line Products Company		1,391		52,469
*Machinery — 6.01%*
Alamo Group, Inc.		777		42,455
Altra Industrial Motion Corp.		586		15,927
Columbus McKinnon Corp.		2,780		69,500
Commercial Vehicle Group, Inc. (a)		7,213		52,006
The Eastern Company		3,206		59,375
Global Brass & Copper Holdings, Inc.		2,995		50,945
Hardinge, Inc.		5,609		55,249
Hillenbrand, Inc.		518		15,903
Hurco Companies, Inc.		1,938		67,094
Hyster-Yale Materials Handling, Inc.		652		45,171
Kadant, Inc.		624		29,453
LB Foster Company		683		23,639
Manitex International, Inc. (a)		8,013		61,219
Meritor, Inc. (a)		4,335		56,875
Miller Industries, Inc.		3,051		60,867
Mueller Industries, Inc.		887		30,797
Supreme Industries, Inc.		3,963		33,963
Titan International, Inc.		3,439		36,935
TriMas Corp. (a)		1,073		31,761
Twin Disc, Inc.		1,732		32,284
Wabash National Corp. (a)		4,575		57,371
				928,789
*Marine — 0.21%*
Matson, Inc.		759		31,908
*Professional Services — 2.83%*
Barrett Business Services, Inc.		1,720		62,470
CDI Corp.		1,138		14,794
FTI Consulting, Inc. (a)		422		17,403
Heidrick & Struggles International, Inc.		2,581		67,313
Insperity, Inc.		926		47,133
Kelly Services, Inc.		1,795		27,553
Korn/Ferry International		977		33,970
Navigant Consulting, Inc. (a)		3,470		51,599
Resources Connection, Inc.		2,708		43,572
RPX Corp. (a)		4,278		72,299
				438,106

	Shares Held		Value
*Road & Rail — 0.34%*
Con-way, Inc.		1,390	$	53,334
*Transportation Infrastructure — 0.30%*
Wesco Aircraft Holdings, Inc. (a)		3,035		45,980
TOTAL INDUSTRIALS				2,469,404
*INFORMATION TECHNOLOGY — 15.33%* *Communications Equipment — 1.66%*
Black Box Corp.		2,937		58,740
Comtech Telecommunications Corp.		1,089		31,635
Digi International, Inc. (a)		6,116		58,408
NETGEAR, Inc. (a)		1,945		58,389
Plantronics, Inc.		577		32,491
Ubiquiti Networks, Inc.		511		16,309
				255,972
*Electronic Equipment, Instruments & Components — 4.07%*
Anixter International, Inc. (a)		409		26,646
AVX Corp.		2,134		28,724
Benchmark Electronics, Inc. (a)		2,550		55,539
Electro Rent Corp.		6,170		67,007
II-VI, Inc. (a)		2,599		49,329
Insight Enterprises, Inc. (a)		2,228		66,639
MTS Systems Corp.		207		14,273
PC Connection, Inc.		1,215		30,059
Plexus Corp. (a)		748		32,822
Rofin-Sinar Technologies, Inc. (a)		1,301		35,908
ScanSource, Inc. (a)		1,186		45,139
SYNNEX Corp.		200		14,638
Tech Data Corp. (a)		806		46,393
TTM Technologies, Inc. (a)		1,669		16,673
Vishay Intertechnology, Inc.		4,584		53,541
Vishay Precision Group, Inc. (a)		3,098		46,656
				629,986
*Internet Software & Services — 1.47%*
Blucora, Inc. (a)		3,915		63,227
DHI Group, Inc. (a)		5,267		46,824
j2 Global, Inc.		227		15,422
Liquidity Services, Inc. (a)		6,393		61,565
RetailMeNot, Inc. (a)		869		15,494
Travelzoo, Inc. (a)		2,265		25,549
				228,081

The accompanying notes are an integral part of these financial statements.
31

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*IT Services — 3.18%*
Booz Allen Hamilton Holding Corp.		557	$	14,059
CACI International, Inc. (a)		356		28,797
Computer Task Group, Inc.		8,432		65,095
CSG Systems International, Inc.		2,077		65,758
Datalink Corp. (a)		5,077		45,388
Global Cash Access Holdings, Inc. (a)		8,331		64,482
Higher One Holdings, Inc. (a)		24,096		72,047
ManTech International Corp.		459		13,311
MoneyGram International, Inc. (a)		7,110		65,341
Science Applications International Corp.		286		15,115
Sykes Enterprises, Inc. (a)		649		15,738
Unisys Corp. (a)		1,310		26,187
				491,318
*Semiconductors & Semiconductor Equipment — 2.12%*
Audience, Inc. (a)		8,378		40,968
Cirrus Logic, Inc. (a)		1,646		56,013
OmniVision Technologies, Inc. (a)		1,801		47,177
Photronics, Inc. (a)		6,115		58,154
Synaptics, Inc. (a)		621		53,862
Ultra Clean Holdings, Inc. (a)		2,029		12,641
Xcerra Corp. (a)		7,896		59,773
				328,588
*Software — 1.61%*
Comverse, Inc. (a)		2,605		52,308
Ebix, Inc.		1,746		56,938
ePlus, Inc. (a)		713		54,651
Mentor Graphics Corp.		652		17,232
Take-Two Interactive Software, Inc. (a)		2,441		67,299
				248,428
*Technology Hardware, Storage & Peripherals — 1.22%*
Cray, Inc. (a)		1,036		30,572
Lexmark International, Inc.		1,143		50,521
QLogic Corp. (a)		4,239		60,152
Super Micro Computer, Inc. (a)		1,592		47,091
				188,336
TOTAL INFORMATION TECHNOLOGY				2,370,709

	Shares Held		Value
*MATERIALS — 7.09%* *Chemicals — 4.75%*
American Vanguard Corp.		4,551	$	62,804
Axiall Corp.		1,657		59,735
Chase Corp.		1,485		59,029
Core Molding Technologies, Inc. (a)		1,819		41,546
CVR Partners LP		4,781		60,384
FutureFuel Corp.		5,023		64,645
Hawkins, Inc.		409		16,520
Innospec, Inc.		1,413		63,642
Koppers Holdings, Inc.		1,191		29,442
LSB Industries, Inc. (a)		1,508		61,587
OCI Partners LP		2,743		46,220
Olin Corp.		1,688		45,492
OMNOVA Solutions, Inc. (a)		3,735		27,975
Rentech Nitrogen Partners LP		2,082		29,752
Stepan Company		1,228		66,446
				735,219
*Containers & Packaging — 0.39%*
UFP Technologies, Inc. (a)		2,885		60,354
*Metals & Mining — 1.17%*
Ampco-Pittsburgh Corp.		3,729		56,382
Handy & Harman Ltd. (a)		381		13,202
Kaiser Aluminum Corp.		831		69,039
Noranda Aluminum Holding Corp.		34,412		29,250
SunCoke Energy Partners LP		725		12,398
				180,271
*Paper & Forest Products — 0.78%*
KapStone Paper and Packaging Corp.		481		11,121
Neenah Paper, Inc.		253		14,917
PH Glatfelter Company		1,806		39,714
Schweitzer-Mauduit International, Inc.		1,384		55,193
				120,945
TOTAL MATERIALS				1,096,789
*TELECOMMUNICATION SERVICES — 0.22%* *Diversified Telecommunication Services — 0.22%*
IDT Corp.		921		16,652
Inteliquent, Inc.		965		17,756
TOTAL TELECOMMUNICATION SERVICES				34,408

The accompanying notes are an integral part of these financial statements.
32

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*UTILITIES — 4.31%* *Electric Utilities — 2.00%*
ALLETE, Inc.		892	$	41,380
El Paso Electric Company		1,250		43,325
The Empire District Electric Company		1,876		40,897
IDACORP, Inc.		507		28,463
Otter Tail Corp.		490		13,034
PNM Resources, Inc.		2,216		54,514
Portland General Electric Company		1,288		42,710
UIL Holdings Corp.		637		29,187
Unitil Corp.		456		15,057
				308,567
*Gas Utilities — 1.94%*
Gas Natural, Inc.		6,478		66,723
The Laclede Group, Inc.		924		48,103
Northwest Natural Gas Company		665		28,050
ONE Gas, Inc.		1,491		63,457
Southwest Gas Corp.		275		14,633
Star Gas Partners LP		7,279		64,274
WGL Holdings, Inc.		286		15,527
				300,767
*Multi-Utilities — 0.37%*
Avista Corp.		1,398		42,848
NorthWestern Corp.		290		14,138
				56,986
TOTAL UTILITIES				666,320
Total common stocks (Cost $15,213,833)				15,076,356
*INVESTMENT COMPANIES — 1.37%* *Business Development Companies — 1.37%*
BlackRock Capital Investment Corp.		1,724		15,757
Fifth Street Finance Corp.		2,204		14,436
Gladstone Investment Corp.		4,290		34,106
MVC Capital, Inc.		6,634		67,667
OFS Capital Corp.		2,632		31,584
WhiteHorse Finance, Inc.		3,755		47,538
Total investment companies (Cost $208,933)				211,088
Total long-term investments (Cost $15,422,766)				15,287,444

SHORT-TERM INVESTMENTS — 1.10%	Principal Amount		Value
*Time Deposits — 1.10%*
Nordea Bank AB, 0.03%, 07/01/2015*	$	170,550	$	170,550
Total short-term investments (Cost $170,550)				170,550
Total investments — 99.94% (Cost $15,593,316)				15,457,994
Other assets in excess of liabilities — 0.06%				9,080
Net assets — 100.00%			$	15,467,074

(a) — Non-income producing security.

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

The accompanying notes are an integral part of these financial statements.
33

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Global Value Fund

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		4.88	%
Danieli & C Officine Meccaniche SpA		3.99	%
Bank of America Corp.		3.81	%
Royal Mail PLC		3.43	%
BAE Systems PLC		3.12	%
Citigroup, Inc.		3.12	%
GlaxoSmithKline PLC		2.79	%
Corning, Inc.		2.64	%
Con-way, Inc.		2.55	%
JPMorgan Chase & Company		2.55	%

COMMON STOCKS — 99.96%	Shares Held		Value
*CONSUMER DISCRETIONARY — 8.05%* *Auto Components — 0.52%*
Cie Generale des Etablissements Michelin (f)		306	$	32,198
*Automobiles — 4.97%*
Bayerische Motoren Werke AG (f)		1,193		101,015
General Motors Company		2,219		73,959
Honda Motor Company Ltd. (f)		4,200		135,744
				310,718
*Distributors — 1.06%*
D'ieteren SA		1,858		66,492
*Specialty Retail — 1.50%*
Bed Bath & Beyond, Inc. (a)		467		32,214
Kingfisher PLC (f)		11,280		61,526
				93,740
TOTAL CONSUMER DISCRETIONARY				503,148
*CONSUMER STAPLES — 3.63%* *Beverages — 0.50%*
Stock Spirits Group PLC (f)		10,383		31,406
*Food & Staples Retailing — 3.13%*
Tesco PLC (f)		39,919		133,000
Wal-Mart Stores, Inc.		884		62,702
				195,702
TOTAL CONSUMER STAPLES				227,108
*ENERGY — 7.97%* *Energy Equipment & Services — 1.02%*
WorleyParsons Ltd. (f)		7,924		63,620

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 6.95%*
Cairn Energy PLC (a) (f)		25,672	$	68,375
Cobalt International Energy, Inc. (a)		5,923		57,512
Kosmos Energy Ltd. (a)		3,642		30,702
MPI (f)		10,147		31,570
Ophir Energy PLC (a) (f)		78,008		138,914
Rockhopper Exploration PLC (a) (f)		102,885		107,759
				434,832
TOTAL ENERGY				498,452
*FINANCIALS — 28.71%* *Banks — 16.35%*
Bank of America Corp.		14,001		238,297
Barclays PLC (f)		24,287		99,543
Citigroup, Inc.		3,535		195,273
Citizens Financial Group, Inc.		5,193		141,821
JPMorgan Chase & Company		2,350		159,236
Popular, Inc. (a)		3,230		93,218
Societe Generale SA (f)		2,027		95,115
				1,022,503
*Capital Markets — 0.78%*
Credit Suisse Group AG (f)		1,770		48,830
*Insurance — 11.58%*
American International Group, Inc.		4,933		304,958
The Chubb Corp.		659		62,697
RSA Insurance Group PLC (f)		24,655		153,743
White Mountains Insurance Group Ltd.		68		44,536
Willis Group Holdings PLC		3,366		157,865
				723,799
TOTAL FINANCIALS				1,795,132

The accompanying notes are an integral part of these financial statements.
34

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Global Value Fund

	Shares Held		Value
*HEALTH CARE — 9.87%* *Health Care Equipment & Supplies — 1.75%*
Medtronic PLC		1,473	$	109,150
*Health Care Providers & Services — 1.19%*
Anthem, Inc.		202		33,156
Humana, Inc.		217		41,508
				74,664
*Pharmaceuticals — 6.93%*
GlaxoSmithKline PLC — ADR		4,185		174,305
KYORIN Holdings, Inc. (f)		3,200		65,243
Sanofi (f)		1,316		130,192
Taro Pharmaceutical Industries Ltd. (a)		444		63,798
				433,538
TOTAL HEALTH CARE				617,352
*INDUSTRIALS — 23.13%* *Aerospace & Defense — 4.10%*
BAE Systems PLC (f)		27,570		195,344
Embraer SA — ADR		2,020		61,186
				256,530
*Air Freight & Logistics — 3.43%*
Royal Mail PLC (f)		26,500		214,238
*Building Products — 1.57%*
Masonite International Corp. (a)		1,405		98,505
*Construction & Engineering — 1.02%*
Bouygues SA		1,701		63,594
*Industrial Conglomerates — 0.99%*
Koninklijke Philips NV (f)		2,438		62,224
*Machinery — 9.47%*
CNH Industrial NV		11,159		103,555
Cummins, Inc.		827		108,494
Danieli & C Officine Meccaniche SpA		16,470		249,718
KSB AG (f)		147		68,525
Navistar International Corp. (a)		2,739		61,984
				592,276
*Road & Rail — 2.55%*
Con-way, Inc.		4,152		159,312
TOTAL INDUSTRIALS				1,446,679
*INFORMATION TECHNOLOGY — 11.72%* *Communications Equipment — 1.46%*
Telefonaktiebolaget LM Ericsson — ADR		8,744		91,288
*Electronic Equipment, Instruments & Components — 4.42%*
Corning, Inc.		8,380		165,337
Nippon Electric Glass Company Ltd. (f)		22,000		111,254
				276,591

	Shares Held		Value
*Software — 4.40%*
Microsoft Corp.		3,114	$	137,483
Oracle Corp.		3,410		137,423
				274,906
*Technology Hardware, Storage & Peripherals — 1.44%*
Hewlett-Packard Company		3,011		90,360
TOTAL INFORMATION TECHNOLOGY				733,145
*TELECOMMUNICATION SERVICES — 3.13%* *Wireless Telecommunication Services — 3.13%*
Mobistar SA (a)		1,952		36,952
Vodafone Group PLC — ADR		4,363		159,031
TOTAL TELECOMMUNICATION SERVICES				195,983
*UTILITIES — 3.75%* *Independent Power and Renewable Electricity* *Producers — 2.76%*
Calpine Corp. (a)		6,779		121,954
NRG Energy, Inc.		2,205		50,450
				172,404
*Multi-Utilities — 0.99%*
Public Service Enterprise Group, Inc.		1,578		61,984
TOTAL UTILITIES				234,388
Total common stocks (Cost $6,187,057)				6,251,387
Total long-term investments (Cost $6,187,057)				6,251,387
SHORT-TERM INVESTMENTS — 0.45%	Principal Amount
*Time Deposits — 0.45%*
BNP Paribas, 0.03%, 07/01/2015*	$	28,446		28,446
Total short-term investments (Cost $28,446)				28,446
Total investments — 100.41% (Cost $6,215,503)				6,279,833
Liabilities in excess of other assets — (0.41)%				(25,911	)
Net assets — 100.00%			$	6,253,922

(a) — Non-income producing security.

(f) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $2,149,378, which represented 34.37% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

The accompanying notes are an integral part of these financial statements.
35

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Global Value Fund

The accompanying notes are an integral part of these financial statements.
36

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Value Opportunities Fund

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		5.47	%
Bank of America Corp.		5.28	%
JPMorgan Chase & Company		5.20	%
Citigroup, Inc.		4.93	%
Danieli & C Officine Meccaniche SpA		4.23	%
Con-way, Inc.		4.17	%
Royal Mail PLC		3.80	%
Oracle Corp.		3.57	%
Microsoft Corp.		3.57	%
Corning, Inc.		3.53	%

COMMON STOCKS — 89.77%	Shares Held		Value
*CONSUMER DISCRETIONARY — 8.35%* *Automobiles — 2.38%*
Motors Liquidation Company GUC Trust		793,100	$	15,267,175
*Hotels, Restaurants & Leisure — 1.79%*
Intrawest Resorts Holdings, Inc. (a)		952,000		11,062,240
Lakes Entertainment, Inc. (a)		49,900		453,092
				11,515,332
*Household Durables — 2.75%*
TRI Pointe Homes, Inc. (a)		1,153,500		17,648,550
*Media — 1.43%*
Comcast Corp.		152,100		9,147,294
TOTAL CONSUMER DISCRETIONARY				53,578,351
*CONSUMER STAPLES — 0.95%* *Food & Staples Retailing — 0.95%*
Wal-Mart Stores, Inc.		86,000		6,099,980
TOTAL CONSUMER STAPLES				6,099,980
*ENERGY — 8.57%* *Energy Equipment & Services — 5.23%*
Dresser-Rand Group, Inc. (a) (d)		263,500		22,444,930
WorleyParsons Ltd. (f)		1,380,600		11,084,553
				33,529,483
*Oil, Gas & Consumable Fuels — 3.34%*
Cairn Energy PLC (a) (d) (f)		1,251,600		3,333,499
Cobalt International Energy, Inc. (a)		963,300		9,353,643
Ophir Energy PLC (a) (d) (f)		3,788,500		6,746,416
Rockhopper Exploration PLC (a) (d) (f)		1,919,100		2,010,010
				21,443,568
TOTAL ENERGY				54,973,051

	Shares Held		Value
*FINANCIALS — 24.04%* *Banks — 15.41%*
Bank of America Corp. (d)		1,989,300	$	33,857,886
Citigroup, Inc. (d)		572,900		31,646,996
JPMorgan Chase & Company (d)		492,200		33,351,472
				98,856,354
*Insurance — 8.63%*
American International Group, Inc. (d)		567,900		35,107,578
Global Indemnity PLC (a)		104,800		2,942,784
RSA Insurance Group PLC (d) (f)		2,772,900		17,291,130
				55,341,492
TOTAL FINANCIALS				154,197,846
*HEALTH CARE — 6.40%* *Health Care Equipment & Supplies — 0.71%*
Medtronic PLC		61,574		4,562,633
*Health Care Providers & Services — 2.93%*
Express Scripts Holding Company (a)		36,800		3,272,992
Hanger, Inc. (a)		663,600		15,554,784
				18,827,776
*Pharmaceuticals — 2.76%*
GlaxoSmithKline PLC — ADR		181,700		7,567,805
Sanofi — ADR		204,400		10,123,932
				17,691,737
TOTAL HEALTH CARE				41,082,146
*INDUSTRIALS — 18.47%* *Air Freight & Logistics — 3.80%*
Royal Mail PLC (d) (f)		3,014,800		24,373,041
*Construction & Engineering — 0.75%*
Bouygues SA		128,100		4,789,219

The accompanying notes are an integral part of these financial statements.
37

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Value Opportunities Fund

	Shares Held		Value
*Machinery — 6.89%*
Danieli & C Officine Meccaniche SpA (d)		1,791,700	$	27,165,734
KSB AG (d) (f)		23,446		10,929,457
Navistar International Corp. (a) (c)		268,300		6,071,629
				44,166,820
*Professional Services — 0.17%*
Hudson Global, Inc. (a)		481,700		1,103,093
*Road & Rail — 4.17%*
Con-way, Inc. (d)		697,600		26,766,912
*Trading Companies & Distributors — 2.69%*
Rush Enterprises, Inc. (a)		658,900		17,269,769
TOTAL INDUSTRIALS				118,468,854
*INFORMATION TECHNOLOGY — 14.30%* *Electronic Equipment, Instruments & Components — 5.63%*
Corning, Inc.		1,147,600		22,642,148
Nippon Electric Glass Company Ltd. (d) (f)		2,659,300		13,448,049
				36,090,197
*IT Services — 0.93%*
International Business Machines Corp.		36,800		5,985,888
*Software — 7.14%*
Microsoft Corp.		519,000		22,913,850
Oracle Corp. (d)		568,600		22,914,580
				45,828,430
*Technology Hardware, Storage & Peripherals — 0.60%*
Hewlett-Packard Company		128,100		3,844,281
TOTAL INFORMATION TECHNOLOGY				91,748,796
*MATERIALS — 3.42%* *Metals & Mining — 2.15%*
Horsehead Holding Corp. (a) (c)		618,200		7,245,304
Noranda Aluminum Holding Corp.		2,500,400		2,125,340
Real Industry, Inc. (a)		389,782		4,424,026
				13,794,670
*Paper & Forest Products — 1.27%*
Louisiana-Pacific Corp. (a)		476,900		8,121,607
TOTAL MATERIALS				21,916,277
*UTILITIES — 5.27%* *Electric Utilities — 3.03%*
Great Plains Energy, Inc.		804,300		19,431,888
*Independent Power and Renewable Electricity* *Producers — 2.24%*
Calpine Corp. (a)		797,500		14,347,025
TOTAL UTILITIES				33,778,913
Total common stocks (Cost $576,024,834)				575,844,214

INVESTMENT COMPANIES — 0.15%	Shares Held		Value
*Closed-End Funds — 0.15%*
Boulder Growth & Income Fund, Inc.		118,292	$	998,384
Total investment companies (Cost $649,324)				998,384
PREFERRED STOCKS — 0.17%
*FINANCIALS — 0.17%* *Real Estate — 0.02%*
W2007 Grace Acquisition I, Inc. (a)		6,366		154,710
*Thrifts & Mortgage Finance — 0.15%*
Federal Home Loan Mortgage Corp. — Series K (a)		33,900		197,637
Federal Home Loan Mortgage Corp. — Series N (a)		118,600		630,952
Federal Home Loan Mortgage Corp. — Series S (a)		18,700		104,720
				933,309
TOTAL FINANCIALS				1,088,019
Total preferred stocks (Cost $337,338)				1,088,019
CONVERTIBLE BONDS — 0.69%	Principal Amount
*ENERGY — 0.69%* *Oil, Gas & Consumable Fuels — 0.69%*
Cobalt International Energy, Inc. 2.625%, 12/01/2019	$	6,000,000		4,436,250
TOTAL ENERGY				4,436,250
Total convertible bonds (Cost $4,141,816)				4,436,250
CORPORATE BONDS — 7.65%
*FINANCIALS — 1.03%* *Diversified Financial Services — 1.03%*
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (Acquired 06/16/2015 — 06/26/2015, Cost $6,609,304) (r)		7,413,000		6,625,369
TOTAL FINANCIALS				6,625,369
*INDUSTRIALS — 2.24%* *Building Products — 0.65%*
Associated Materials LLC/AMH New Finance, Inc. 9.125%, 11/01/2017		5,000,000		4,175,000
*Trading Companies & Distributors — 1.59%*
Real Alloy Holding, Inc. 10.000%, 01/15/2019 (Acquired 12/23/2014, Cost $9,173,172) (r)		10,000,000		10,200,000
TOTAL INDUSTRIALS				14,375,000

The accompanying notes are an integral part of these financial statements.
38

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Value Opportunities Fund

	Principal Amount		Value
*MATERIALS — 4.38%* *Chemicals — 3.20%*
Iracore International Holdings, Inc. 9.500%, 06/01/2018 (Acquired 11/12/2014 — 06/19/2015, Cost $19,316,865) (i) (r)	$	27,207,000	$	20,541,285
*Metals & Mining — 1.18%*
Horsehead Holding Corp. 9.000%, 06/01/2017 (Acquired 07/24/2014, Cost $7,500,000) (i) (r)		7,500,000		7,537,500
TOTAL MATERIALS				28,078,785
Total corporate bonds (Cost $46,857,447)				49,079,154
WARRANTS — 0.72%	Shares Held
*CONSUMER DISCRETIONARY — 0.21%* *Automobiles — 0.21%*
General Motors Company (a) Expiration: July 2016, Exercise Price: $10.00		33,866		804,995
Expiration: July 2019, Exercise Price: $18.33		33,866		543,549
TOTAL CONSUMER DISCRETIONARY				1,348,544
*FINANCIALS — 0.51%* *Insurance — 0.51%*
American International Group, Inc. (a) Expiration: January 2021, Exercise Price: $45.00		117,400		3,253,154
TOTAL FINANCIALS				3,253,154
Total warrants (Cost $2,192,459)				4,601,698
Total long-term investments (Cost $630,203,218)				636,047,719
COLLATERAL FOR SECURITIES ON LOAN — 0.94%
*Money Market Funds — 0.94%*
Invesco Government & Agency Portfolio, 0.04%^		6,060,485		6,060,485
Total collateral for securities on loan (Cost $6,060,485)				6,060,485
SHORT-TERM INVESTMENTS — 0.76%	Principal Amount
*Time Deposits — 0.76%*
Brown Brothers Harriman & Co., 0.08%, 07/01/2015*	GBP	14		22
DNB Group, 0.03%, 07/01/2015*	$	4,856,516		4,856,516
Total short-term investments (Cost $4,856,537)				4,856,538
Total investments — 100.85% (Cost $641,120,240)				646,964,742
Liabilities in excess of other assets — (0.85)%				(5,477,495	)
Net assets — 100.00%			$	641,487,247

(a) — Non-income producing security.

(c) — All or a portion of this security is on loan. The total market value of securities on loan was $5,935,774.

(d) — All or a portion of this security is segregated as collateral for futures contracts.

(f) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $89,216,155, which represented 13.91% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security.

(r) — Restricted security under Rule 144A of the Securities Act of 1933. Purchased in a private placement transaction; resale to the public may require registration or be limited to qualified institutional buyers. The total market value of these securities was $44,904,154, which represented 7.00% of net assets.

ADR — American Depositary Receipt

GBP — British Pounds

^ — Rate shown is the 7-day yield as of June 30, 2015.

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

The accompanying notes are an integral part of these financial statements.
39

Schedule of Futures Contracts — June 30, 2015

Hotchkis & Wiley Value Opportunities Fund

Description	Number of Contracts Purchased (Sold)			Expiration	Notional Amount at Value			Unrealized Appreciation (Depreciation)
British Pound Currency Futures		(540	)	September 2015	$	(53,071,875	)	$	(715,863	)
Euro Fx Currency Futures		(150	)	September 2015		(20,917,500	)		227,083
Japanese Yen Currency Futures		(120	)	September 2015		(12,273,750	)		(105,463	)
					$	(86,263,125	)	$	(594,243	)

The accompanying notes are an integral part of these financial statements.
40

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Capital Income Fund

Largest Issuers	Percent of net assets
JPMorgan Chase & Company		2.88	%
Wells Fargo & Company		2.86	%
Microsoft Corp.		2.51	%
The GEO Group, Inc.		2.06	%
GlaxoSmithKline PLC		1.94	%
Vodafone Group PLC		1.76	%
Marathon Oil Corp.		1.73	%
Royal Dutch Shell PLC		1.73	%
Sanofi		1.72	%
Willis Group Holdings PLC		1.71	%

COMMON STOCKS — 55.80%	Shares Held		Value
*CONSUMER DISCRETIONARY — 6.19%* *Auto Components — 1.37%*
Johnson Controls, Inc.		21,152	$	1,047,659
*Automobiles — 1.61%*
Ford Motor Company		72,171		1,083,287
General Motors Company		2,145		71,493
General Motors Company — Escrow (a) (f) (i)		4,600		0
Motors Liquidation Company GUC Trust		3,717		71,552
				1,226,332
*Hotels, Restaurants & Leisure — 1.75%*
Carnival Corp.		9,318		460,216
McDonald's Corp.		9,260		880,347
				1,340,563
*Multiline Retail — 1.46%*
Kohl's Corp.		3,420		214,126
Target Corp.		11,034		900,706
				1,114,832
TOTAL CONSUMER DISCRETIONARY				4,729,386
*CONSUMER STAPLES — 4.27%* *Food & Staples Retailing — 1.40%*
Wal-Mart Stores, Inc. (d)		15,035		1,066,433
*Food Products — 1.45%*
Kellogg Company		17,748		1,112,799
*Tobacco — 1.42%*
Philip Morris International, Inc. (d)		13,500		1,082,295
TOTAL CONSUMER STAPLES				3,261,527
*ENERGY — 5.11%* *Energy Equipment & Services — 0.00%*
Lone Pine Resources Canada Ltd. (a) (f) (i)		3,118		0
Lone Pine Resources, Inc. (a) (f) (i)		3,118		0
Lone Pine Resources, Inc. — Escrow (a) (f) (i)		25,000		0
				0

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 5.11%*
Marathon Oil Corp.		49,692	$	1,318,826
Murphy Oil Corp.		30,451		1,265,848
Royal Dutch Shell PLC — ADR (d)		23,121		1,318,128
				3,902,802
TOTAL ENERGY				3,902,802
*FINANCIALS — 14.00%* *Banks — 6.30%*
Bank of America Corp.		25,382		432,002
JPMorgan Chase & Company (d)		32,445		2,198,473
Wells Fargo & Company (d)		38,787		2,181,381
				4,811,856
*Capital Markets — 1.17%*
Fifth Street Asset Management, Inc.		86,713		891,410
*Insurance — 3.74%*
American International Group, Inc.		7,157		442,446
The Chubb Corp.		6,853		651,994
Horace Mann Educators Corp.		12,613		458,861
Willis Group Holdings PLC		27,790		1,303,351
				2,856,652
*Real Estate Investment Trusts — 2.79%*
Corrections Corp. of America		25,520		844,202
The GEO Group, Inc. (d)		37,558		1,282,981
				2,127,183
TOTAL FINANCIALS				10,687,101
*HEALTH CARE — 5.51%* *Health Care Equipment & Supplies — 0.56%*
Medtronic PLC		5,833		432,225

The accompanying notes are an integral part of these financial statements.
41

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Capital Income Fund

	Shares Held		Value
*Pharmaceuticals — 4.95%*
Eli Lilly & Company (d)		11,805	$	985,599
GlaxoSmithKline PLC — ADR (d)		35,498		1,478,492
Sanofi — ADR		26,541		1,314,576
				3,778,667
TOTAL HEALTH CARE				4,210,892
*INDUSTRIALS — 5.33%* *Aerospace & Defense — 2.19%*
BAE Systems PLC — ADR		28,515		808,971
The Boeing Company (d)		6,241		865,751
				1,674,722
*Machinery — 3.14%*
CNH Industrial NV		49,775		461,912
Cummins, Inc.		6,442		845,127
PACCAR, Inc.		10,183		649,777
Stanley Black & Decker, Inc.		4,152		436,956
				2,393,772
TOTAL INDUSTRIALS				4,068,494
*INFORMATION TECHNOLOGY — 8.80%* *Communications Equipment — 1.33%*
Telefonaktiebolaget LM Ericsson — ADR		97,465		1,017,535
*Electronic Equipment, Instruments & Components — 1.11%*
Corning, Inc.		42,809		844,622
*IT Services — 1.13%*
International Business Machines Corp.		5,285		859,658
*Semiconductors & Semiconductor Equipment — 1.09%*
Texas Instruments, Inc.		16,240		836,522
*Software — 3.62%*
CA, Inc.		14,620		428,220
Microsoft Corp. (d)		43,445		1,918,097
Oracle Corp.		10,391		418,757
				2,765,074
*Technology Hardware, Storage & Peripherals — 0.52%*
Hewlett-Packard Company		13,228		396,972
TOTAL INFORMATION TECHNOLOGY				6,720,383
*TELECOMMUNICATION SERVICES — 1.76%* *Wireless Telecommunication Services — 1.76%*
Vodafone Group PLC — ADR (d)		36,808		1,341,652
TOTAL TELECOMMUNICATION SERVICES				1,341,652
*UTILITIES — 4.83%* *Electric Utilities — 3.19%*
Great Plains Energy, Inc.		27,105		654,857
PPL Corp.		37,917		1,117,413
The Southern Company		15,815		662,649
				2,434,919

	Shares Held		Value
*Multi-Utilities — 1.64%*
Public Service Enterprise Group, Inc. (d)		31,854	$	1,251,225
TOTAL UTILITIES				3,686,144
Total common stocks (Cost $40,200,813)				42,608,381
INVESTMENT COMPANIES — 0.27%
*Business Development Companies — 0.27%*
Fifth Street Senior Floating Rate Corp.		22,047		203,273
Total investment companies (Cost $222,342)				203,273
PREFERRED STOCKS — 1.51%
*ENERGY — 0.02%* *Energy Equipment & Services — 0.02%*
Lone Pine Resources Canada Ltd. (a) (f) (i)		12,005		11,645
Lone Pine Resources, Inc. Multiple Voting Shares (a) (f) (i)		12,005		0
				11,645
TOTAL ENERGY				11,645
*FINANCIALS — 1.49%* *Banks — 1.49%*
Citigroup, Inc., 7.125% (b)		9,739		266,555
Countrywide Capital V, 7.000%		8,870		228,403
Morgan Stanley Capital Trust III, 6.250%		7,932		202,504
Morgan Stanley Capital Trust VIII, 6.450%		2,159		54,731
Royal Bank of Scotland Group PLC, 6.400%		4,455		110,974
Royal Bank of Scotland Group PLC, 6.600%		10,107		252,069
Synovus Financial Corp., 7.875% (b)		836		23,237
				1,138,473
TOTAL FINANCIALS				1,138,473
Total preferred stocks (Cost $1,105,111)				1,150,118
CONVERTIBLE PREFERRED STOCKS — 0.16%
*ENERGY — 0.16%* *Energy Equipment & Services — 0.10%*
McDermott International, Inc., 6.250%		3,768		73,212
*Oil, Gas & Consumable Fuels — 0.06%*
PetroQuest Energy, Inc., 6.875% (i)		1,853		48,178
TOTAL ENERGY				121,390
Total convertible preferred stocks (Cost $169,359)				121,390
CONVERTIBLE BONDS — 0.53%	Principal Amount
*ENERGY — 0.23%* *Oil, Gas & Consumable Fuels — 0.23%*
Cobalt International Energy, Inc. 3.125%, 05/15/2024	$	240,000		175,050
TOTAL ENERGY				175,050

The accompanying notes are an integral part of these financial statements.
42

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*INDUSTRIALS — 0.30%* *Machinery — 0.30%*
Meritor, Inc. 7.875%, 03/01/2026	$	74,000	$	117,290
Navistar International Corp. 4.750%, 04/15/2019		135,000		116,184
				233,474
TOTAL INDUSTRIALS				233,474
Total convertible bonds (Cost $458,270)				408,524
CORPORATE BONDS — 37.15%
*CONSUMER DISCRETIONARY — 9.71%* *Auto Components — 0.67%*
Schaeffler Holding Finance BV 6.750%, 11/15/2022 (Acquired 10/21/2014 — 03/17/2015, Cost $246,367) (p) (r)		235,000		254,681
ZF North America Capital, Inc. 4.750%, 04/29/2025 (Acquired 04/24/2015 — 05/11/2015, Cost $259,365) (r)		260,000		253,175
				507,856
*Hotels, Restaurants & Leisure — 2.04%*
1011778 BC ULC/New Red Finance, Inc. 6.000%, 04/01/2022 (Acquired 09/24/2014 — 05/04/2015, Cost $205,126) (r)		204,000		210,120
Boyd Gaming Corp. 6.875%, 05/15/2023		105,000		108,150
Interval Acquisition Corp. 5.625%, 04/15/2023 (Acquired 04/02/2015 — 04/10/2015, Cost $255,923) (r)		255,000		259,463
MGM Resorts International 7.750%, 03/15/2022		299,000		330,394
Ruby Tuesday, Inc. 7.625%, 05/15/2020 (i)		220,000		227,150
Shearer's Foods LLC/Chip Finance Corp. 9.000%, 11/01/2019 (Acquired 10/24/2012 — 02/19/2015, Cost $182,902) (r)		172,000		185,760
Wynn Macau Ltd. 5.250%, 10/15/2021 (Acquired 03/13/2014 — 03/17/2015, Cost $248,198) (r)		250,000		237,500
				1,558,537

	Principal Amount		Value
*Household Durables — 1.05%*
Century Communities, Inc. 6.875%, 05/15/2022 (i)	$	78,000	$	77,025
WCI Communities, Inc. 6.875%, 08/15/2021		225,000		233,438
Weekley Homes LLC/Weekley Finance Corp. 6.000%, 02/01/2023		308,000		292,600
William Lyon Homes, Inc. 8.500%, 11/15/2020		181,000		196,385
				799,448
*Leisure Products — 0.97%*
Apex Tool Group LLC 7.000%, 02/01/2021 (Acquired 01/25/2013 — 04/01/2015, Cost $277,851) (r)		285,000		255,788
Gibson Brands, Inc. 8.875%, 08/01/2018 (Acquired 07/24/2013 — 11/14/2014, Cost $236,665) (r)		230,000		233,450
MCE Finance Ltd. 5.000%, 02/15/2021 (Acquired 02/06/2013 — 12/30/2014, Cost $259,596) (r)		264,000		252,120
				741,358
*Media — 2.93%*
Altice SA 7.625%, 02/15/2025 (Acquired 01/30/2015 — 05/21/2015, Cost $277,338) (r)		275,000		259,188
Cable One, Inc. 5.750%, 06/15/2022 (Acquired 06/03/2015 — 06/08/2015, Cost $207,498) (r)		205,000		208,075
CCO Holdings LLC/CCO Holdings Capital Corp. 7.375%, 06/01/2020		116,000		122,815
Entercom Radio LLC 10.500%, 12/01/2019		205,000		220,888
MDC Partners, Inc. 6.750%, 04/01/2020 (Acquired 03/15/2013 — 04/28/2015, Cost $276,602) (r)		270,000		270,000
Numericable — SFR SAS 6.000%, 05/15/2022 (Acquired 04/23/2014 — 12/29/2014, Cost $309,435) (r)		305,000		301,377
Townsquare Media, Inc. 6.500%, 04/01/2023 (Acquired 03/24/2015 — 05/18/2015, Cost $260,875) (r)		260,000		258,375
Virgin Media Finance PLC 6.375%, 04/15/2023 (Acquired 02/07/2013 — 12/29/2014, Cost $276,226) (r)		265,000		274,938
VTR Finance BV 6.875%, 01/15/2024 (Acquired 01/27/2014 — 03/09/2015, Cost $326,898) (r)		318,000		325,742
				2,241,398

The accompanying notes are an integral part of these financial statements.
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	Principal Amount		Value
*Multiline Retail — 0.29%*
Family Tree Escrow LLC 5.750%, 03/01/2023 (Acquired 02/06/2015 — 02/09/2015, Cost $215,278) (r)	$	210,000	$	220,500
*Specialty Retail — 1.48%*
Argos Merger Sub, Inc. 7.125%, 03/15/2023 (Acquired 02/18/2015 — 05/04/2015, Cost $260,392) (r)		255,000		267,750
Chinos Intermediate Holdings A, Inc. 7.750%, 05/01/2019 (Acquired 01/28/2015 — 06/08/2015, Cost $113,164) (p) (r)		130,000		105,300
CST Brands, Inc. 5.000%, 05/01/2023		278,000		278,000
The Men's Wearhouse, Inc. 7.000%, 07/01/2022		256,000		275,200
Outerwall, Inc. 5.875%, 06/15/2021		220,000		206,800
				1,133,050
*Textiles, Apparel & Luxury Goods — 0.28%*
Quiksilver, Inc./QS Wholesale, Inc. 7.875%, 08/01/2018 (Acquired 07/11/2013 — 05/05/2015, Cost $219,959) (r)		218,000		187,480
10.000%, 08/01/2020		70,000		26,600
				214,080
TOTAL CONSUMER DISCRETIONARY				7,416,227
*CONSUMER STAPLES — 1.63%* *Food Products — 0.79%*
Pinnacle Operating Corp. 9.000%, 11/15/2020 (Acquired 09/13/2013 — 02/26/2015, Cost $296,104) (r)		282,000		280,590
Wells Enterprises, Inc. 6.750%, 02/01/2020 (Acquired 01/15/2013 — 04/22/2015, Cost $324,121) (r)		314,000		321,850
				602,440
*Household Products — 0.84%*
American Greetings Corp. 7.375%, 12/01/2021		293,000		308,748
Central Garden & Pet Company 8.250%, 03/01/2018		153,000		157,055
FGI Operating Company LLC/FGI Finance, Inc. 7.875%, 05/01/2020		225,000		173,250
				639,053
TOTAL CONSUMER STAPLES				1,241,493

	Principal Amount		Value
*ENERGY — 6.19%* *Energy Equipment & Services — 2.88%*
Atwood Oceanics, Inc. 6.500%, 02/01/2020	$	220,000	$	213,400
Bellatrix Exploration Ltd. 8.500%, 05/15/2020 (Acquired 05/15/2015 — 05/20/2015, Cost $166,906) (r)		170,000		160,225
Energy XXI Gulf Coast, Inc. 11.000%, 03/15/2020 (Acquired 04/14/2015 — 05/06/2015, Cost $116,191) (r)		120,000		105,900
Globe Luxembourg SCA 9.625%, 05/01/2018 (Acquired 05/02/2013 — 05/26/2015, Cost $207,370) (r)		200,000		193,000
McDermott International, Inc. 8.000%, 05/01/2021 (Acquired 04/10/2014 — 03/03/2015, Cost $290,037) (r)		330,000		298,650
Paragon Offshore PLC 6.750%, 07/15/2022 (Acquired 07/11/2014 — 04/21/2015, Cost $288,869) (r)		330,000		110,550
Parsley Energy LLC/Parsley Finance Corp. 7.500%, 02/15/2022 (Acquired 01/31/2014 — 02/12/2015, Cost $249,333) (r)		241,000		245,745
PHI, Inc. 5.250%, 03/15/2019		323,000		300,390
Shale-Inland Holdings LLC/ Shale-Inland Finance Corp. 8.750%, 11/15/2019 (Acquired 10/26/2012 — 04/20/2015, Cost $159,498) (r)		160,000		120,800
Shelf Drilling Holdings Ltd. 8.625%, 11/01/2018 (Acquired 10/10/2012 — 03/13/2015, Cost $188,319) (r)		195,000		174,525
Unit Corp. 6.625%, 05/15/2021		284,000		276,900
				2,200,085

The accompanying notes are an integral part of these financial statements.
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Schedule of Investments — June 30, 2015

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Oil, Gas & Consumable Fuels — 3.31%*
Calumet Specialty Products Partners LP/ Calumet Finance Corp. 6.500%, 04/15/2021	$	241,000	$	238,590
Comstock Resources, Inc. 10.000%, 03/15/2020 (Acquired 03/04/2015 — 03/09/2015, Cost $210,000) (r)		210,000		191,100
9.500%, 06/15/2020		235,000		100,463
Gastar Exploration, Inc. 8.625%, 05/15/2018 (i)		253,000		238,453
Gulfport Energy Corp. 7.750%, 11/01/2020		285,000		299,962
Holly Energy Partners LP/ Holly Energy Finance Corp. 6.500%, 03/01/2020		241,000		241,603
Kosmos Energy Ltd. 7.875%, 08/01/2021 (Acquired 07/25/2014 — 04/28/2015, Cost $313,148) (r)		323,000		313,309
Niska Gas Storage Canada ULC/ Niska Gas Storage Canada Finance Corp. 6.500%, 04/01/2019		133,000		125,685
PBF Holding Company LLC/PBF Finance Corp. 8.250%, 02/15/2020		237,000		251,576
PBF Logistics LP/PBF Logistics Finance Corp. 6.875%, 05/15/2023 (Acquired 05/07/2015 — 05/29/2015, Cost $225,737) (r)		223,000		225,230
PetroQuest Energy, Inc. 10.000%, 09/01/2017		205,000		193,725
Warren Resources, Inc. 9.000%, 08/01/2022 (Acquired 08/06/2014 — 12/04/2014, Cost $215,752) (r)		223,000		107,040
				2,526,736
TOTAL ENERGY				4,726,821
*FINANCIALS — 2.13%* *Banks — 0.86%*
AerCap Ireland Capital Ltd./ AerCap Global Aviation Trust 4.625%, 07/01/2022		120,000		120,300
First Tennessee Capital II 6.300%, 04/15/2034 (i)		260,000		247,650
Popular, Inc. 7.000%, 07/01/2019		292,000		293,095
				661,045

	Principal Amount		Value
*Consumer Finance — 0.49%*
Credit Acceptance Corp. 6.125%, 02/15/2021	$	265,000	$	266,656
7.375%, 03/15/2023 (Acquired 03/25/2015 — 04/16/2015, Cost $104,326) (r)		105,000		108,675
				375,331
*Diversified Financial Services — 0.40%*
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (Acquired 01/27/2014 — 01/26/2015, Cost $340,389) (r)		340,000		303,875
*Real Estate Investment Trusts — 0.38%*
The GEO Group, Inc. 5.875%, 10/15/2024		280,000		289,800
TOTAL FINANCIALS				1,630,051
*HEALTH CARE — 2.98%* *Health Care Equipment & Supplies — 0.31%*
Halyard Health, Inc. 6.250%, 10/15/2022 (Acquired 10/02/2014 — 03/18/2015, Cost $228,410) (r)		223,000		234,568
*Health Care Providers & Services — 1.39%*
CHS/Community Health Systems, Inc. 6.875%, 02/01/2022		205,000		217,044
DJO Finco, Inc./DJO Finance LLC/ DJO Finance Corp. 8.125%, 06/15/2021 (Acquired 04/23/2015 — 06/16/2015, Cost $129,383) (r)		129,000		133,193
HCA, Inc. 6.500%, 02/15/2020		235,000		263,200
5.375%, 02/01/2025		240,000		243,000
Tenet Healthcare Corp. 6.750%, 06/15/2023 (Acquired 06/02/2015 — 06/08/2015, Cost $105,632) (r)		105,000		107,297
Universal Hospital Services, Inc. 7.625%, 08/15/2020		105,000		97,125
				1,060,859
*Health Care Technology — 0.48%*
Hologic, Inc. 5.250%, 07/15/2022 (Acquired 06/18/2015, Cost $87,385) (e) (r)		87,000		89,066
Mallinckrodt International Finance SA/ Mallinckrodt CB LLC 5.750%, 08/01/2022 (Acquired 07/30/2014 — 02/03/2015, Cost $270,362) (r)		268,000		274,365
				363,431

The accompanying notes are an integral part of these financial statements.
45

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Pharmaceuticals — 0.80%*
Endo Finance LLC/Endo Ltd./Endo Finco, Inc. 6.000%, 07/15/2023 (Acquired 06/24/2015, Cost $51,000) (e) (r)	$	51,000	$	52,275
Grifols Worldwide Operations Ltd. 5.250%, 04/01/2022		260,000		261,300
Valeant Pharmaceuticals International, Inc. 6.125%, 04/15/2025 (Acquired 03/13/2015 — 06/15/2015, Cost $295,242) (r)		290,000		299,425
				613,000
TOTAL HEALTH CARE				2,271,858
*INDUSTRIALS — 5.65%* *Aerospace & Defense — 0.26%*
CBC Ammo LLC/CBC FinCo, Inc. 7.250%, 11/15/2021 (Acquired 04/09/2015 — 05/11/2015, Cost $184,573) (i) (r)		210,000		197,925
*Building Products — 1.46%*
Allegion U.S. Holding Company, Inc. 5.750%, 10/01/2021		160,000		166,000
Associated Materials LLC/AMH New Finance, Inc. 9.125%, 11/01/2017		189,000		157,815
Masonite International Corp. 5.625%, 03/15/2023 (Acquired 03/09/2015, Cost $245,000) (r)		245,000		250,206
Roofing Supply Group LLC/ Roofing Supply Finance, Inc. 10.000%, 06/01/2020 (Acquired 05/24/2012 — 01/09/2015, Cost $262,456) (r)		250,000		256,875
WESCO Distribution, Inc. 5.375%, 12/15/2021		278,000		282,169
				1,113,065
*Commercial Services & Supplies — 1.26%*
Aguila 3 SA 7.875%, 01/31/2018 (Acquired 03/24/2014 — 09/17/2014, Cost $201,090) (r)		195,000		193,781
Ashtead Capital, Inc. 5.625%, 10/01/2024 (Acquired 09/10/2014 — 03/03/2015, Cost $260,409) (r)		255,000		256,913
Audatex North America, Inc. 6.125%, 11/01/2023 (Acquired 11/12/2014 — 01/28/2015, Cost $242,157) (r)		234,000		241,313
Zachry Holdings, Inc. 7.500%, 02/01/2020 (Acquired 01/18/2013 — 04/02/2015, Cost $285,766) (r)		272,000		271,999
				964,006

	Principal Amount		Value
*Construction & Engineering — 1.17%*
AECOM 5.875%, 10/15/2024 (Acquired 09/17/2014 — 03/05/2015, Cost $347,734) (r)	$	340,000	$	345,525
Rice Energy, Inc. 6.250%, 05/01/2022		275,000		274,313
RSI Home Products, Inc. 6.500%, 03/15/2023 (Acquired 03/05/2015, Cost $270,000) (r)		270,000		273,375
				893,213
*Electrical Equipment — 0.31%*
General Cable Corp. 5.750%, 10/01/2022		251,000		236,568
*Machinery — 0.83%*
Cleaver-Brooks, Inc. 8.750%, 12/15/2019 (Acquired 05/01/2015 — 05/19/2015, Cost $187,581) (r)		185,000		183,150
Meritor, Inc. 6.250%, 02/15/2024		195,000		193,538
Navistar International Corp. 8.250%, 11/01/2021		270,000		257,850
				634,538
*Trading Companies & Distributors — 0.36%*
Real Alloy Holding, Inc. 10.000%, 01/15/2019 (Acquired 12/23/2014 — 03/02/2015, Cost $257,269) (r)		271,000		276,420
TOTAL INDUSTRIALS				4,315,735
*INFORMATION TECHNOLOGY — 2.61%* *Communications Equipment — 0.22%*
CommScope Technologies Finance LLC 6.000%, 06/15/2025 (Acquired 05/28/2015 — 05/29/2015, Cost $170,584) (r)		170,000		169,788

The accompanying notes are an integral part of these financial statements.
46

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Electronic Equipment, Instruments & Components — 1.24%*
CommScope Holding Company, Inc. 6.625%, 06/01/2020 (Acquired 11/19/2014 — 01/05/2015, Cost $165,792) (p) (r)	$	160,000	$	166,600
Freescale Semiconductor, Inc. 6.000%, 01/15/2022 (Acquired 10/28/2013 — 09/18/2014, Cost $167,883) (r)		163,000		173,188
NXP BV/NXP Funding LLC 4.625%, 06/15/2022 (Acquired 06/02/2015 — 06/09/2015, Cost $90,005) (r)		90,000		89,438
5.750%, 03/15/2023 (Acquired 06/11/2013 — 09/17/2014, Cost $188,563) (r)		183,000		190,777
Sensata Technologies BV 5.625%, 11/01/2024 (Acquired 10/07/2014 — 03/19/2015, Cost $177,882) (r)		175,000		180,905
Zebra Technologies Corp. 7.250%, 10/15/2022 (Acquired 09/30/2014 — 06/05/2015, Cost $141,699) (r)		135,000		146,475
				947,383
*Software — 0.79%*
ACI Worldwide, Inc. 6.375%, 08/15/2020 (Acquired 08/15/2013 — 04/21/2014, Cost $172,989) (r)		168,000		177,450
First Data Corp. 8.750%, 01/15/2022 (Acquired 11/19/2012 — 07/31/2014, Cost $237,003) (r)		225,884		240,708
VeriSign, Inc. 5.250%, 04/01/2025 (Acquired 03/24/2015 — 05/04/2015, Cost $183,353) (r)		181,000		181,000
				599,158
*Technology Hardware, Storage & Peripherals — 0.36%*
CDW LLC/CDW Finance Corp. 5.500%, 12/01/2024		276,000		273,930
TOTAL INFORMATION TECHNOLOGY				1,990,259

	Principal Amount		Value
*MATERIALS — 4.87%* *Chemicals — 2.33%*
The Chemours Company 7.000%, 05/15/2025 (Acquired 05/05/2015 — 05/19/2015, Cost $191,045) (r)	$	190,000	$	184,775
Hexion, Inc. 6.625%, 04/15/2020		246,000		226,935
9.000%, 11/15/2020		165,000		120,450
Iracore International Holdings, Inc. 9.500%, 06/01/2018 (Acquired 05/08/2013 — 04/14/2015, Cost $244,761) (i) (r)		248,000		187,240
Momentive Performance Materials, Inc. 3.880%, 10/24/2021		282,000		254,505
Momentive Performance Materials, Inc. — Escrow 8.875%, 10/15/2020 (a) (f) (i)		282,000		0
OMNOVA Solutions, Inc. 7.875%, 11/01/2018		282,000		283,057
Platform Specialty Products Corp. 6.500%, 02/01/2022 (Acquired 01/23/2015 — 02/03/2015, Cost $258,377) (r)		255,000		264,562
Rayonier AM Products, Inc. 5.500%, 06/01/2024 (Acquired 05/08/2014 — 02/04/2015, Cost $273,666) (r)		285,000		255,788
				1,777,312
*Containers & Packaging — 0.43%*
Ball Corp. 5.250%, 07/01/2025		205,000		203,719
Silgan Holdings, Inc. 5.500%, 02/01/2022		122,000		126,270
				329,989
*Metals & Mining — 1.53%*
Century Aluminum Company 7.500%, 06/01/2021 (Acquired 05/23/2013 — 02/23/2015, Cost $246,406) (r)		240,000		244,500
Horsehead Holding Corp. 9.000%, 06/01/2017 (Acquired 07/24/2014 — 11/04/2014, Cost $110,583) (i) (r)		110,000		110,550
10.500%, 06/01/2017 (Acquired 07/19/2012 — 01/29/2015, Cost $190,094) (i) (r)		180,000		191,475
Kaiser Aluminum Corp. 8.250%, 06/01/2020		103,000		111,755
Noranda Aluminum Acquisition Corp. 11.000%, 06/01/2019		220,000		157,300
Rain CII Carbon LLC/CII Carbon Corp. 8.000%, 12/01/2018 (Acquired 12/31/2010 — 04/06/2015, Cost $165,036) (r)		165,000		162,113
8.250%, 01/15/2021 (Acquired 12/14/2012 — 03/02/2015, Cost $206,133) (r)		200,000		195,500
				1,173,193

The accompanying notes are an integral part of these financial statements.
47

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Paper & Forest Products — 0.58%*
Appvion, Inc. 9.000%, 06/01/2020 (Acquired 11/13/2013 — 03/11/2015, Cost $249,847) (i) (r)	$	256,000	$	162,560
Neenah Paper, Inc. 5.250%, 05/15/2021 (Acquired 05/16/2013 — 02/18/2015, Cost $278,080) (i) (r)		276,000		278,070
				440,630
TOTAL MATERIALS				3,721,124
*TELECOMMUNICATION SERVICES — 0.59%* *Diversified Telecommunication Services — 0.32%*
Communications Sales & Leasing, Inc. 8.250%, 10/15/2023 (Acquired 04/16/2015 — 05/19/2015, Cost $249,667) (r)		250,000		246,563
*Wireless Telecommunication Services — 0.27%*
Wind Acquisition Finance SA 7.375%, 04/23/2021 (Acquired 04/08/2014 — 01/27/2015, Cost $201,741) (r)		203,000		205,791
TOTAL TELECOMMUNICATION SERVICES				452,354
*UTILITIES — 0.79%* *Independent Power and Renewable Electricity* *Producers — 0.79%*
Calpine Corp. 5.750%, 01/15/2025		260,000		253,825
Dynegy, Inc. 7.625%, 11/01/2024 (Acquired 10/10/2014 — 06/23/2015, Cost $336,644) (r)		325,000		346,125
				599,950
TOTAL UTILITIES				599,950
Total corporate bonds (Cost $29,377,300)				28,365,872
ASSET-BACKED SECURITIES — 0.58%
*INDUSTRIALS — 0.58%* *Airlines — 0.58%*
U.S. Airways Pass Through Trust — Class B — Series 2012-1 8.000%, 10/01/2019		153,075		173,548
U.S. Airways Pass Through Trust — Class B — Series 2012-2 6.750%, 06/03/2021		246,861		267,845
				441,393
TOTAL INDUSTRIALS				441,393
Total asset-backed securities (Cost $431,639)				441,393

TERM LOANS — 1.30%	Principal Amount		Value
*CONSUMER DISCRETIONARY — 0.39%* *Multiline Retail — 0.39%*
J.C. Penney Corp., Inc. 6.000%, 05/22/2018 (b)	$	296,356	$	296,144
TOTAL CONSUMER DISCRETIONARY				296,144
*ENERGY — 0.58%* *Energy Equipment & Services — 0.58%*
Fieldwood Energy LLC 8.375%, 09/30/2020 (b)		310,000		238,846
Jonah Energy LLC 7.500%, 05/12/2021 (b)		215,000		205,056
				443,902
TOTAL ENERGY				443,902
*MATERIALS — 0.33%* *Containers & Packaging — 0.33%*
Rexam Healthcare 8.000%, 05/02/2022 (b)		255,000		255,956
TOTAL MATERIALS				255,956
Total term loans (Cost $1,031,766)				996,002
WARRANTS — 0.06%	Shares Held
*Automobiles — 0.06%*
General Motors Company (a) Expiration: July 2016, Exercise Price: $10.00		886		21,060
Expiration: July 2019, Exercise Price: $18.33		1,491		23,931
Total warrants (Cost $42,461)				44,991
Total long-term investments (Cost $73,039,061)				74,339,944
SHORT-TERM INVESTMENTS — 2.18%	Principal Amount
*Time Deposits — 2.18%*
Banco Santander SA, 0.03%, 07/01/2015*	$	1,665,180		1,665,180
Total short-term investments (Cost $1,665,180)				1,665,180
Total investments — 99.54% (Cost $74,704,241)				76,005,124
Other assets in excess of liabilities — 0.46%				350,979
Net assets — 100.00%			$	76,356,103

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at June 30, 2015.

(d) — All or a portion of this security is segregated as collateral for bridge loan commitments and delayed delivery securities.

(e) — Delayed delivery security.

The accompanying notes are an integral part of these financial statements.
48

Schedule of Investments — June 30, 2015

Hotchkis & Wiley Capital Income Fund

(f) — Security was fair valued under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees. The total market value of these securities was $11,645, which represented 0.02% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security.

(p) — Payment in-kind security.

ADR — American Depositary Receipt

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

The accompanying notes are an integral part of these financial statements.
49

Schedule of Investments — June 30, 2015

Hotchkis & Wiley High Yield Fund

Largest Issuers	Percent of net assets
HCA, Inc.		1.44	%
American Airlines Group, Inc. (includes U.S. Airways)		1.24	%
Royal Bank of Scotland Group PLC		1.12	%
Navistar International Corp.		1.07	%
Credit Acceptance Corp.		1.03	%
Dynegy, Inc.		1.00	%
AECOM		0.99	%
Hexion, Inc.		0.98	%
CommScope Holding Company, Inc. (includes CommScope Technologies Finance LLC)		0.96	%
Rain CII Carbon LLC/CII Carbon Corp.		0.95	%

CORPORATE BONDS — 83.43%	Principal Amount		Value
*Advertising — 0.79%*
MDC Partners, Inc. 6.750%, 04/01/2020 (Acquired 03/15/2013 — 06/25/2015, Cost $22,398,853) (r)	$	21,810,000	$	21,810,000
*Aerospace/Defense — 0.60%*
CBC Ammo LLC/CBC FinCo, Inc. 7.250%, 11/15/2021 (Acquired 04/09/2015 — 06/16/2015, Cost $15,464,258) (i) (r)		17,445,000		16,441,912
*Auto Parts & Equipment — 2.38%*
Lear Corp. 5.375%, 03/15/2024		7,000,000		7,140,000
Meritor, Inc. 6.250%, 02/15/2024		15,800,000		15,681,500
Schaeffler Holding Finance BV 6.750%, 11/15/2022 (Acquired 10/21/2014 — 03/17/2015, Cost $21,340,681) (p) (r)		20,270,000		21,967,612
ZF North America Capital, Inc. 4.750%, 04/29/2025 (Acquired 04/24/2015 — 05/11/2015, Cost $21,029,826) (r)		21,070,000		20,516,913
				65,306,025
*Automakers — 0.72%*
Navistar International Corp. (d) 8.250%, 11/01/2021		20,647,000		19,717,885
*Banking — 0.95%*
First Tennessee Capital II 6.300%, 04/15/2034 (i)		1,165,000		1,109,663
Popular, Inc. 7.000%, 07/01/2019		24,792,000		24,884,970
				25,994,633

	Principal Amount		Value
*Building & Construction — 3.00%*
Century Communities, Inc. 6.875%, 05/15/2022 (i)	$	4,512,000	$	4,455,600
WCI Communities, Inc. 6.875%, 08/15/2021		18,477,000		19,169,887
Weekley Homes LLC/Weekley Finance Corp. 6.000%, 02/01/2023		25,068,000		23,814,600
William Lyon Homes, Inc. 8.500%, 11/15/2020 (d)		12,589,000		13,659,065
Zachry Holdings, Inc. 7.500%, 02/01/2020 (Acquired 01/18/2013 — 05/21/2015, Cost $21,467,115) (r)		21,151,000		21,151,000
				82,250,152
*Building Materials — 4.01%*
Allegion U.S. Holding Company, Inc. 5.750%, 10/01/2021 (d)		12,025,000		12,475,937
Associated Materials LLC/AMH New Finance, Inc. 9.125%, 11/01/2017 (d)		18,655,000		15,576,925
Masonite International Corp. 5.625%, 03/15/2023 (Acquired 03/09/2015 — 06/22/2015, Cost $17,880,325) (r)		17,864,000		18,243,610
Roofing Supply Group LLC/ Roofing Supply Finance, Inc. 10.000%, 06/01/2020 (Acquired 05/24/2012 — 05/08/2015, Cost $20,954,222) (r)		20,179,000		20,733,923
RSI Home Products, Inc. 6.500%, 03/15/2023 (Acquired 03/05/2015 — 06/02/2015, Cost $21,297,398) (r)		21,215,000		21,480,187
WESCO Distribution, Inc. 5.375%, 12/15/2021 (d)		21,407,000		21,728,105
				110,238,687

The accompanying notes are an integral part of these financial statements.
50

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	Principal Amount		Value
*Cable & Satellite TV — 3.61%*
Altice SA 7.625%, 02/15/2025 (Acquired 01/30/2015 — 05/21/2015, Cost $21,395,592) (r)	$	21,220,000	$	19,999,850
CCO Holdings LLC/CCO Holdings Capital Corp. 7.375%, 06/01/2020 (d)		9,192,000		9,732,030
Numericable — SFR SAS 6.000%, 05/15/2022 (Acquired 04/23/2014 — 06/03/2015, Cost $24,535,536) (r)		24,235,000		23,947,209
Virgin Media Finance PLC 6.375%, 04/15/2023 (Acquired 02/07/2013 — 05/11/2015, Cost $21,158,086) (r)		20,415,000		21,180,563
VTR Finance BV 6.875%, 01/15/2024 (Acquired 01/27/2014 — 06/16/2015, Cost $24,371,611) (r)		23,823,000		24,403,090
				99,262,742
*Chemicals — 5.19%*
Axalta Coating Systems U.S. Holdings, Inc./Axalta Coating Systems Dutch Holding 7.375%, 05/01/2021 (Acquired 01/16/2013 — 06/22/2015, Cost $16,315,051) (r)		15,666,000		16,821,368
The Chemours Company 7.000%, 05/15/2025 (Acquired 05/05/2015 — 05/19/2015, Cost $14,795,776) (r)		14,715,000		14,310,337
Hexion, Inc. 6.625%, 04/15/2020 (d)		18,569,000		17,129,902
9.000%, 11/15/2020		13,485,000		9,844,050
Momentive Performance Materials, Inc. 3.880%, 10/24/2021 (d)		22,013,000		19,866,733
Momentive Performance Materials, Inc. — Escrow 8.875%, 10/15/2020 (a) (f) (i)		22,013,000		0
OMNOVA Solutions, Inc. 7.875%, 11/01/2018 (d)		21,327,000		21,406,976
Perstorp Holding AB 8.750%, 05/15/2017 (Acquired 11/09/2012 — 04/16/2015, Cost $22,605,622) (r)		22,192,000		23,190,640
Platform Specialty Products Corp. 6.500%, 02/01/2022 (Acquired 01/23/2015 — 03/17/2015, Cost $19,450,779) (r)		19,180,000		19,899,250
				142,469,256

	Principal Amount		Value
*Consumer/Commercial/Lease Financing — 1.40%*
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust 4.625%, 07/01/2022	$	9,880,000	$	9,904,700
Credit Acceptance Corp. 6.125%, 02/15/2021		19,925,000		20,049,531
7.375%, 03/15/2023 (Acquired 03/25/2015 — 04/16/2015, Cost $8,020,035) (r)		8,070,000		8,352,450
				38,306,681
*Discount Stores — 0.61%*
Family Tree Escrow LLC 5.750%, 03/01/2023 (Acquired 02/06/2015 — 05/04/2015, Cost $16,331,748) (r)		15,895,000		16,689,750
*Diversified Capital Goods — 1.37%*
Apex Tool Group LLC 7.000%, 02/01/2021 (Acquired 01/25/2013 — 04/28/2015, Cost $21,456,681) (r)		21,945,000		19,695,637
General Cable Corp. 5.750%, 10/01/2022		19,026,000		17,932,005
				37,627,642
*Electric — Generation — 1.80%*
Calpine Corp. 5.750%, 01/15/2025		22,437,000		21,904,121
Dynegy, Inc. 7.625%, 11/01/2024 (Acquired 10/10/2014 — 06/23/2015, Cost $26,770,236) (r)		25,760,000		27,434,400
				49,338,521
*Electronics — 2.30%*
Freescale Semiconductor, Inc. 6.000%, 01/15/2022 (Acquired 10/28/2013 — 10/28/2014, Cost $12,548,737) (r)		12,416,000		13,192,000
NXP BV/NXP Funding LLC 4.625%, 06/15/2022 (Acquired 06/02/2015 — 06/09/2015, Cost $8,500,516) (r)		8,500,000		8,446,875
5.750%, 03/15/2023 (Acquired 06/11/2013 — 09/17/2014, Cost $13,907,126) (r)		13,655,000		14,235,337
Sensata Technologies BV 5.625%, 11/01/2024 (Acquired 10/07/2014 — 06/23/2015, Cost $13,757,122) (r)		13,418,000		13,870,858
Zebra Technologies Corp. 7.250%, 10/15/2022 (Acquired 09/30/2014 — 06/17/2015, Cost $13,104,959) (r)		12,343,000		13,392,155
				63,137,225

The accompanying notes are an integral part of these financial statements.
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	Principal Amount		Value
*Energy — Exploration & Production — 6.44%*
Bellatrix Exploration Ltd. 8.500%, 05/15/2020 (Acquired 05/15/2015 — 05/20/2015, Cost $13,398,773) (r)	$	13,645,000	$	12,860,412
Comstock Resources, Inc. 10.000%, 03/15/2020 (Acquired 03/04/2015 — 04/09/2015, Cost $14,829,935) (r)		14,840,000		13,504,400
9.500%, 06/15/2020 (d)		17,701,000		7,567,177
Energy XXI Gulf Coast, Inc. 11.000%, 03/15/2020 (Acquired 04/14/2015 — 05/06/2015, Cost $9,260,162) (r)		9,565,000		8,441,113
Gastar Exploration, Inc. 8.625%, 05/15/2018 (i)		18,674,000		17,600,245
Gulfport Energy Corp. 7.750%, 11/01/2020		22,919,000		24,122,248
Kosmos Energy Ltd. 7.875%, 08/01/2021 (Acquired 07/25/2014 — 04/28/2015, Cost $25,999,553) (r)		26,877,000		26,070,690
Parsley Energy LLC/Parsley Finance Corp. 7.500%, 02/15/2022 (Acquired 01/31/2014 — 03/03/2015, Cost $20,054,859) (r)		19,661,000		20,048,125
PetroQuest Energy, Inc. 10.000%, 09/01/2017		18,921,000		17,880,345
Rice Energy, Inc. 6.250%, 05/01/2022 (d)		21,465,000		21,411,338
Warren Resources, Inc. 9.000%, 08/01/2022 (Acquired 08/06/2014 — 12/04/2014, Cost $14,518,224) (r)		15,131,000		7,262,880
				176,768,973
*Food — Wholesale — 2.35%*
Pinnacle Operating Corp. 9.000%, 11/15/2020 (Acquired 09/13/2013 — 06/22/2015, Cost $24,171,444) (r)		23,318,000		23,201,410
Shearer's Foods LLC/Chip Finance Corp. 9.000%, 11/01/2019 (Acquired 10/24/2012 — 06/22/2015, Cost $16,772,943) (r)		15,815,000		17,080,200
Wells Enterprises, Inc. 6.750%, 02/01/2020 (Acquired 01/15/2013 — 04/23/2015, Cost $24,472,100) (r)		23,791,000		24,385,775
				64,667,385

	Principal Amount		Value
*Forestry/Paper — 1.92%*
Appvion, Inc. 9.000%, 06/01/2020 (Acquired 11/13/2013 — 06/12/2015, Cost $17,513,514) (i) (r)	$	19,350,000	$	12,287,250
Neenah Paper, Inc. 5.250%, 05/15/2021 (Acquired 05/16/2013 — 06/02/2015, Cost $20,440,160) (i) (r)		20,348,000		20,500,610
Rayonier AM Products, Inc. 5.500%, 06/01/2024 (Acquired 05/08/2014 — 04/23/2015, Cost $21,013,149) (r)		22,085,000		19,821,287
				52,609,147
*Gaming — 2.65%*
Boyd Gaming Corp. 6.875%, 05/15/2023		9,005,000		9,275,150
MCE Finance Ltd. 5.000%, 02/15/2021 (Acquired 01/29/2013 — 03/23/2015, Cost $19,404,690) (r)		19,632,000		18,748,560
MGM Resorts International 7.750%, 03/15/2022 (d)		23,267,000		25,710,035
Wynn Macau Ltd. 5.250%, 10/15/2021 (Acquired 03/13/2014 — 03/11/2015, Cost $19,938,056) (r)		20,077,000		19,073,150
				72,806,895
*Gas Distribution — 1.70%*
Holly Energy Partners LP/Holly Energy Finance Corp. 6.500%, 03/01/2020		20,183,000		20,233,458
Niska Gas Storage Canada ULC/Niska Gas Storage Canada Finance Corp. 6.500%, 04/01/2019		9,114,000		8,612,730
PBF Logistics LP/PBF Logistics Finance Corp. 6.875%, 05/15/2023 (Acquired 05/07/2015 — 05/29/2015, Cost $17,823,683) (r)		17,610,000		17,786,100
				46,632,288
*Health Facilities — 2.43%*
CHS/Community Health Systems, Inc. 6.875%, 02/01/2022 (d)		16,470,000		17,437,613
HCA, Inc. 6.500%, 02/15/2020 (d)		17,283,000		19,356,960
5.375%, 02/01/2025		19,890,000		20,138,625
Tenet Healthcare Corp. 6.750%, 06/15/2023 (Acquired 06/02/2015 — 06/16/2015, Cost $9,603,263) (r)		9,550,000		9,758,906
				66,692,104

The accompanying notes are an integral part of these financial statements.
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Schedule of Investments — June 30, 2015

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	Principal Amount		Value
*Health Services — 0.30%*
Universal Hospital Services, Inc. 7.625%, 08/15/2020	$	8,875,000	$	8,209,375
*Machinery — 0.56%*
Cleaver-Brooks, Inc. 8.750%, 12/15/2019 (Acquired 05/01/2015 — 06/11/2015, Cost $15,781,462) (r)		15,580,000		15,424,200
*Media — Cable — 0.62%*
Cable One, Inc. 5.750%, 06/15/2022 (Acquired 06/03/2015 — 06/30/2015, Cost $17,086,510) (r)		16,880,000		17,133,200
*Media Content — 1.44%*
Entercom Radio LLC 10.500%, 12/01/2019		17,741,000		19,115,928
Townsquare Media, Inc. 6.500%, 04/01/2023 (Acquired 03/24/2015 — 06/17/2015, Cost $20,589,896) (r)		20,515,000		20,386,781
				39,502,709
*Medical Products — 2.86%*
DJO Finco, Inc./DJO Finance LLC/DJO Finance Corp. 8.125%, 06/15/2021 (Acquired 04/23/2015 — 06/16/2015, Cost $10,682,414) (r)		10,620,000		10,965,150
Grifols Worldwide Operations Ltd. 5.250%, 04/01/2022		19,731,000		19,829,655
Halyard Health, Inc. 6.250%, 10/15/2022 (Acquired 10/02/2014 — 04/24/2015, Cost $18,744,821) (r)		18,204,000		19,148,332
Hologic, Inc. 5.250%, 07/15/2022 (Acquired 06/18/2015, Cost $7,373,118) (e) (r)		7,341,000		7,515,349
Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.750%, 08/01/2022 (Acquired 07/30/2014 — 05/08/2015, Cost $21,030,850) (r)		20,677,000		21,168,079
				78,626,565

	Principal Amount		Value
*Metals/Mining Excluding Steel — 4.51%*
Century Aluminum Company 7.500%, 06/01/2021 (Acquired 05/23/2013 — 06/30/2015, Cost $19,417,454) (r)	$	19,280,000	$	19,641,500
Horsehead Holding Corp. 9.000%, 06/01/2017 (Acquired 07/24/2014 — 01/08/2015, Cost $8,903,721) (i) (r)		8,845,000		8,889,225
10.500%, 06/01/2017 (Acquired 07/19/2012 — 04/22/2015, Cost $14,613,574) (i) (r)		14,000,000		14,892,500
Kaiser Aluminum Corp. 8.250%, 06/01/2020		11,339,000		12,302,815
Noranda Aluminum Acquisition Corp. 11.000%, 06/01/2019		16,386,000		11,715,990
Rain CII Carbon LLC/CII Carbon Corp. 8.000%, 12/01/2018 (Acquired 11/23/2010 — 04/06/2015, Cost $12,009,950) (r)		12,110,000		11,898,075
8.250%, 01/15/2021 (Acquired 12/14/2012 — 04/10/2015, Cost $14,912,478) (r)		14,645,000		14,315,487
Real Alloy Holding, Inc. 10.000%, 01/15/2019 (Acquired 12/23/2014 — 05/05/2015, Cost $19,682,975) (r)		20,582,000		20,993,640
Shale-Inland Holdings LLC/Shale-Inland Finance Corp. 8.750%, 11/15/2019 (Acquired 10/26/2012 — 04/20/2015, Cost $12,104,101) (r)		12,365,000		9,335,575
				123,984,807

The accompanying notes are an integral part of these financial statements.
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Schedule of Investments — June 30, 2015

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
*Oil Field Equipment & Services — 4.85%*
Atwood Oceanics, Inc. 6.500%, 02/01/2020 (d)	$	17,935,000	$	17,396,950
Globe Luxembourg SCA 9.625%, 05/01/2018 (Acquired 05/02/2013 — 03/31/2015, Cost $13,674,028) (r)		13,756,000		13,274,540
Iracore International Holdings, Inc. 9.500%, 06/01/2018 (Acquired 05/08/2013 — 04/14/2015, Cost $16,551,294) (i) (r)		18,538,000		13,996,190
McDermott International, Inc. 8.000%, 05/01/2021 (Acquired 04/10/2014 — 03/02/2015, Cost $20,087,644) (r)		23,296,000		21,082,880
Paragon Offshore PLC 6.750%, 07/15/2022 (Acquired 07/11/2014 — 04/21/2015, Cost $19,954,337) (r)		24,417,000		8,179,695
PHI, Inc. 5.250%, 03/15/2019		26,257,000		24,419,010
Shelf Drilling Holdings Ltd. 8.625%, 11/01/2018 (Acquired 10/10/2012 — 03/13/2015, Cost $15,623,188) (r)		16,487,000		14,755,865
Unit Corp. 6.625%, 05/15/2021		20,705,000		20,187,375
				133,292,505
*Oil Refining & Marketing — 1.43%*
Calumet Specialty Products Partners LP/Calumet Finance Corp. 6.500%, 04/15/2021		19,544,000		19,348,560
PBF Holding Company LLC/PBF Finance Corp. 8.250%, 02/15/2020		18,678,000		19,826,697
				39,175,257
*Packaging — 1.14%*
Ball Corp. 5.250%, 07/01/2025		17,420,000		17,311,125
Silgan Holdings, Inc. 5.500%, 02/01/2022 (d)		13,436,000		13,906,260
				31,217,385
*Personal & Household Products — 2.56%*
American Greetings Corp. 7.375%, 12/01/2021 (d)		24,585,000		25,906,444
Central Garden & Pet Company 8.250%, 03/01/2018		13,993,000		14,363,814
FGI Operating Company LLC/FGI Finance, Inc. 7.875%, 05/01/2020		17,206,000		13,248,620
Gibson Brands, Inc. 8.875%, 08/01/2018 (Acquired 07/24/2013 — 03/30/2015, Cost $17,039,742) (r)		16,632,000		16,881,480
				70,400,358

	Principal Amount		Value
*Pharmaceuticals — 1.02%*
Endo Finance LLC/Endo Ltd./Endo Finco, Inc. 6.000%, 07/15/2023 (Acquired 06/24/2015, Cost $4,282,000) (e) (r)	$	4,282,000	$	4,389,050
Valeant Pharmaceuticals International, Inc. 6.125%, 04/15/2025 (Acquired 03/13/2015 — 06/15/2015, Cost $23,271,590) (r)		22,824,000		23,565,780
				27,954,830
*Printing & Publishing — 0.88%*
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (Acquired 01/27/2014 — 06/26/2015, Cost $26,712,266) (r)		27,070,000		24,193,813
*Recreation & Travel — 0.73%*
Interval Acquisition Corp. 5.625%, 04/15/2023 (Acquired 04/02/2015 — 04/22/2015, Cost $19,738,778) (r)		19,669,000		20,013,208
*Restaurants — 1.24%*
1011778 BC ULC/New Red Finance, Inc. 6.000%, 04/01/2022 (Acquired 09/24/2014 — 05/08/2015, Cost $16,767,263) (r)		16,579,000		17,076,370
Ruby Tuesday, Inc. 7.625%, 05/15/2020 (i)		16,392,000		16,924,740
				34,001,110
*Software/Services — 2.02%*
ACI Worldwide, Inc. 6.375%, 08/15/2020 (Acquired 08/15/2013 — 05/07/2015, Cost $12,871,951) (r)		12,539,000		13,244,319
First Data Corp. 8.875%, 08/15/2020 (Acquired 08/11/2010 — 01/28/2015, Cost $10,537,183) (r)		10,157,000		10,702,939
8.750%, 01/15/2022 (Acquired 11/19/2012 — 12/30/2014, Cost $13,989,580) (r)		13,477,000		14,361,428
VeriSign, Inc. 5.250%, 04/01/2025 (Acquired 03/24/2015 — 06/29/2015, Cost $17,391,000) (r)		17,185,000		17,185,000
				55,493,686

The accompanying notes are an integral part of these financial statements.
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Schedule of Investments — June 30, 2015

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	Principal Amount		Value
*Specialty Retail — 3.91%*
Argos Merger Sub, Inc. 7.125%, 03/15/2023 (Acquired 02/18/2015 — 06/15/2015, Cost $20,996,635) (r)	$	20,475,000	$	21,498,750
Chinos Intermediate Holdings A, Inc. 7.750%, 05/01/2019 (Acquired 01/28/2015 — 06/08/2015, Cost $9,701,255) (p) (r)		11,267,000		9,126,270
CST Brands, Inc. 5.000%, 05/01/2023		21,826,000		21,826,000
The Men's Wearhouse, Inc. 7.000%, 07/01/2022		20,306,000		21,828,950
Outerwall, Inc. 5.875%, 06/15/2021		17,900,000		16,826,000
Quiksilver, Inc./QS Wholesale, Inc. 7.875%, 08/01/2018 (Acquired 07/11/2013 — 05/20/2015, Cost $16,467,267) (r)		16,744,000		14,399,840
10.000%, 08/01/2020		4,886,000		1,856,680
				107,362,490
*Support — Services — 3.89%*
AECOM 5.875%, 10/15/2024 (Acquired 09/17/2014 — 06/18/2015, Cost $27,556,947) (r)		26,810,000		27,245,662
Aguila 3 SA 7.875%, 01/31/2018 (Acquired 07/30/2013 — 03/04/2015, Cost $15,993,826) (r)		15,598,000		15,500,512
Ashtead Capital, Inc. 5.625%, 10/01/2024 (Acquired 09/10/2014 — 06/24/2015, Cost $23,209,601) (r)		22,655,000		22,824,913
Audatex North America, Inc. 6.125%, 11/01/2023 (Acquired 11/12/2014 — 05/27/2015, Cost $18,871,225) (r)		18,083,000		18,648,094
The GEO Group, Inc. 5.875%, 10/15/2024		21,915,000		22,682,025
				106,901,206
*Technology Hardware & Equipment — 1.18%*
CDW LLC/CDW Finance Corp. 5.500%, 12/01/2024		19,823,000		19,674,328
CommScope Holding Company, Inc. 6.625%, 06/01/2020 (Acquired 05/23/2013 — 01/05/2015, Cost $12,470,080) (p) (r)		12,325,000		12,833,406
				32,507,734

	Principal Amount		Value
*Telecom — Wireless — 1.31%*
Communications Sales & Leasing, Inc. 8.250%, 10/15/2023 (Acquired 04/16/2015 — 06/18/2015, Cost $20,585,756) (r)	$	20,610,000	$	20,326,613
Wind Acquisition Finance SA 7.375%, 04/23/2021 (Acquired 04/08/2014 — 04/24/2015, Cost $15,380,335) (r)		15,487,000		15,699,946
				36,026,559
*Telecom — Wireline Integrated & Services — 0.26%*
Sable International Finance Ltd. 8.750%, 02/01/2020 (Acquired 01/20/2012 — 02/03/2015, Cost $7,058,896) (r)		6,739,000		7,244,425
*Telecommunications Equipment — 0.50%*
CommScope Technologies Finance LLC 6.000%, 06/15/2025 (Acquired 05/28/2015 — 05/29/2015, Cost $13,694,869) (r)		13,645,000		13,627,944
Total corporate bonds (Cost $2,349,714,532)				2,291,061,269
ASSET-BACKED SECURITIES — 1.24%
*Airlines — 1.24%*
U.S. Airways Pass Through Trust — Class B — Series 2012-1 8.000%, 10/01/2019		10,826,790		12,274,873
U.S. Airways Pass Through Trust — Class B — Series 2012-2 6.750%, 06/03/2021		20,110,679		21,820,087
				34,094,960
Total asset-backed securities (Cost $33,017,911)				34,094,960
CONVERTIBLE BONDS — 1.13%
*Auto Parts & Equipment — 0.35%*
Meritor, Inc. 7.875%, 03/01/2026		6,089,000		9,651,065
*Automakers — 0.35%*
Navistar International Corp. 4.750%, 04/15/2019		11,225,000		9,660,516
*Energy — Exploration & Production — 0.43%*
Cobalt International Energy, Inc. 3.125%, 05/15/2024 (d)		16,235,000		11,841,403
Total convertible bonds (Cost $33,378,913)				31,152,984

The accompanying notes are an integral part of these financial statements.
55

Schedule of Investments — June 30, 2015

Hotchkis & Wiley High Yield Fund

TERM LOANS — 3.50%	Principal Amount		Value
*Department Stores — 0.92%*
J.C. Penney Corp., Inc. 6.000%, 05/22/2018 (b)	$	25,224,428	$	25,206,393
*Energy — Exploration & Production — 1.27%*
Fieldwood Energy LLC 8.375%, 09/30/2020 (b)		22,775,000		17,547,454
Jonah Energy LLC 7.500%, 05/12/2021 (b)		18,295,000		17,448,856
				34,996,310
*Packaging — 0.74%*
Rexam Healthcare 8.000%, 05/02/2022 (b)		20,227,000		20,302,851
*Specialty Retail — 0.33%*
J.Crew Group, Inc. 4.000%, 03/05/2021 (b) (e)		10,467,318		9,051,299
*Telecom — Wireless — 0.24%*
Cable & Wireless Communications 6.500%, 12/30/2016 (b) (i)		4,500,000		4,522,500
5.500%, 04/28/2017 (b) (i)		2,119,565		2,122,215
				6,644,715
Total term loans (Cost $99,587,516)				96,201,568
CONVERTIBLE PREFERRED STOCKS — 0.13%	Shares Held
*Oil Field Equipment & Services — 0.13%*
McDermott International, Inc., 6.250%		178,219		3,462,795
Total convertible preferred stocks (Cost $4,532,955)				3,462,795
PREFERRED STOCKS — 3.40%
*Banking — 3.34%*
Citigroup, Inc., 7.125% (b)		734,412		20,100,856
Countrywide Capital V, 7.000%		682,895		17,584,546
Morgan Stanley Capital Trust III, 6.250%		670,695		17,122,843
Morgan Stanley Capital Trust VIII, 6.450%		180,057		4,564,445
Royal Bank of Scotland Group PLC, 6.400%		338,495		8,431,911
Royal Bank of Scotland Group PLC, 6.600%		895,037		22,322,223
Synovus Financial Corp., 7.875% (b)		55,372		1,539,065
				91,665,889
*Energy — Exploration & Production — 0.06%*
Lone Pine Resources Canada Ltd. (a) (f) (i)		1,596,813		1,548,908
Lone Pine Resources, Inc. Multiple Voting Shares (a) (f) (i)		1,596,813		0
				1,548,908
Total preferred stocks (Cost $89,270,151)				93,214,797

COMMON STOCKS — 0.37%	Shares Held		Value
*Automakers — 0.37%*
General Motors Company		161,023	$	5,366,897
General Motors Company — Escrow (a) (f) (i)		352,400		0
Motors Liquidation Company GUC Trust (a)		246,813		4,751,150
				10,118,047
*Energy — Exploration & Production — 0.00%*
Lone Pine Resources Canada Ltd. (a) (f) (i)		414,738		0
Lone Pine Resources, Inc. (a) (f) (i)		414,738		0
Lone Pine Resources, Inc. — Escrow (a) (f) (i)		3,325,000		0
				0
Total common stocks (Cost $10,771,554)				10,118,047
WARRANTS — 0.12%
*Automakers — 0.12%*
General Motors Company (a) Expiration: July 2016, Exercise Price: $10.00		46,747		1,111,176
Expiration: July 2019, Exercise Price: $18.33		133,142		2,136,929
Total warrants (Cost $2,942,685)				3,248,105
Total long-term investments (Cost $2,623,216,217)				2,562,554,525
SHORT-TERM INVESTMENTS — 6.14%	Principal Amount
*Time Deposits — 6.14%*
Bank of Montreal, 0.03%, 07/01/2015*	$	168,731,242		168,731,242
Total short-term investments (Cost $168,731,242)				168,731,242
Total investments — 99.46% (Cost $2,791,947,459)				2,731,285,767
Other assets in excess of liabilities — 0.54%				14,927,917
Net assets — 100.00%			$	2,746,213,684

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at June 30, 2015.

(d) — All or a portion of this security is segregated as collateral for bridge loan commitments, credit default swap contracts and delayed delivery securities.

(e) — Delayed delivery security.

(f) — Security was fair valued under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees. The total market value of these securities was $1,548,908, which represented 0.06% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security.

(p) — Payment in-kind security.

The accompanying notes are an integral part of these financial statements.
56

Schedule of Investments — June 30, 2015

Hotchkis & Wiley High Yield Fund

* — Invested through a cash management account administered by Brown Brothers Harriman & Co.

Schedule of Credit Default Swap Contracts — June 30, 2015

Hotchkis & Wiley High Yield Fund

CREDIT DEFAULT SWAP CONTRACTS — SELL PROTECTION⁽¹⁾
Reference Entity	Counterparty	Receive Fixed Rate			Expiration Date	Notional Amount⁽²⁾			Premiums Paid (Received)		Value⁽³⁾		Unrealized Appreciation (Depreciation)
Markit CDX.NA.HY.24	Goldman Sachs International⁽⁴⁾		5.00	%	6/20/20	$	(9,900,000	)	$	573,354	$	636,144	$	62,790

⁽¹⁾ The buyer of protection is obligated to pay the seller a periodic stream of payments over the term of the contract provided no event of default occurs. If a credit event occurs, as defined under the terms of that particular swap agreement, the seller will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced entity or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced entity or underlying securities comprising the referenced index.

⁽²⁾The maximum potential payment the Fund could receive as a buyer or pay as a seller of credit protection if a credit event occurs as defined under the terms of the swap agreement.

⁽³⁾The prices and resulting values for credit default swap agreements on credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement be closed/sold as of the period end. Increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

⁽⁴⁾ Moody's rating of Goldman Sachs International, the counterparty, as of June 30, 2015 was A3.

The accompanying notes are an integral part of these financial statements.
57

Statements of Assets & Liabilities

JUNE 30, 2015

	Diversified Value Fund			Large Cap Value Fund			Mid-Cap Value Fund		Small Cap Value Fund		Small Cap Diversified Value Fund
Assets:
Long-term investments, at value*
Unaffiliated issuers	$	533,400,102		$	708,777,624		$	3,100,003,465	$	1,053,512,588	$	15,287,444
Affiliated issuers		—			—			187,354,582		96,911,275		—
Collateral for securities on loan*		5,985,033			7,895,512			39,991,213		45,944,634		—
Short-term investments*		3,441,985			13,581,314			2,751,199		33,922,760		170,550
Dividends and interest receivable		1,245,069			1,888,607			3,112,943		486,944		14,752
Receivable for investments sold		2,974,847			2,518,830			15,476,695		6,365,765		—
Receivable for Fund shares sold		761,712			1,218,702			5,900,401		3,493,174		—
Receivable from Advisor		—			—			—		—		17,236
Other assets		21,175			42,606			108,718		49,974		14,410
Total assets	$	547,829,923		$	735,923,195		$	3,354,699,216	$	1,240,687,114	$	15,504,392
Liabilities:
Collateral upon return of securities on loan	$	5,985,033		$	7,895,512		$	39,991,213	$	45,944,634	$	—
Payable for investments purchased		2,125,532			1,103,333			35,406,644		11,120,611		—
Payable for Fund shares repurchased		222,826			928,039			8,939,970		703,926		—
Payable to Advisor		291,482			457,056			2,096,834		743,960		—
Payable to Trustees		112			150			730		250		6
Accrued distribution and service fees		66,249			387,976			759,570		211,744		257
Accrued expenses and other liabilities		152,409			269,221			1,098,751		291,401		37,055
Total liabilities		8,843,643			11,041,287			88,293,712		59,016,526		37,318
Commitments and contingencies (Note 8)
Net assets	$	538,986,280		$	724,881,908		$	3,266,405,504	$	1,181,670,588	$	15,467,074
Net Assets consist of:
Paid-in capital	$	1,160,054,346		$	1,788,454,251		$	2,950,101,373	$	1,005,766,914	$	14,996,869
Undistributed net investment income		6,224,082			9,065,264			3,642,385		3,005,664		17,795
Undistributed net realized gain (loss)		(633,661,526	)		(1,058,151,925	)		198,242,870		63,051,183		587,732
Net unrealized appreciation (depreciation) of securities and foreign currency transactions		6,369,378			(14,485,682	)		114,418,876		109,846,827		(135,322	)
Net assets	$	538,986,280		$	724,881,908		$	3,266,405,504	$	1,181,670,588	$	15,467,074
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class I
Net assets	$	481,814,688		$	479,488,190		$	2,492,532,018	$	951,911,442	$	15,337,148
Shares outstanding (unlimited shares $0.001 par value authorized)		30,322,276			17,621,061			61,644,318		15,435,785		1,531,824
Net asset value per share	$	15.89		$	27.21		$	40.43	$	61.67	$	10.01
Calculation of Net Asset Value Per Share — Class A
Net assets	$	52,752,204		$	191,665,040		$	626,544,274	$	194,587,080	$	129,926
Shares outstanding (unlimited shares $0.001 par value authorized)		3,313,723			7,092,691			15,698,945		3,176,094		12,991
Net asset value per share	$	15.92		$	27.02		$	39.91	$	61.27	$	10.00
Public Offering Price Per Share — Class A
(Net asset value per share divided by 0.9475)	$	16.80		$	28.52		$	42.12	$	64.66	$	10.55
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class C
Net assets	$	4,419,388		$	40,861,852		$	128,646,700	$	35,172,066
Shares outstanding (unlimited shares $0.001 par value authorized)		280,382			1,553,690			3,549,397		660,495
Net asset value per share	$	15.76		$	26.30		$	36.24	$	53.25
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class R
Net assets				$	12,866,826		$	18,682,512
Shares outstanding (unlimited shares $0.001 par value authorized)					473,689			466,543
Net asset value per share				$	27.16		$	40.04
*Cost of long-term investments
Unaffiliated issuers	$	527,030,724		$	723,263,306		$	2,893,123,892	$	920,497,224	$	15,422,766
Affiliated issuers		—			—			279,815,280		120,079,200		—
*Cost of collateral for securities on loan		5,985,033			7,895,512			39,991,213		45,944,634		—
*Cost of short-term investments		3,441,985			13,581,314			2,751,198		33,922,760		170,550

The accompanying notes are an integral part of these financial statements.
58

Statements of Assets & Liabilities

JUNE 30, 2015

	Global Value Fund		Value Opportunities Fund			Capital Income Fund		High Yield Fund
Assets:
Long-term investments, at value*	$	6,251,387	$	636,047,719		$	74,339,944	$	2,562,554,525
Collateral for securities on loan*		—		6,060,485			—		—
Short-term investments*		28,446		4,856,538			1,665,180		168,731,242
Premiums paid for credit default swap contracts		—		—			—		573,354
Unrealized appreciation on credit default swap contracts		—		—			—		62,790
Cash collateral for futures		—		2,325,067			—		—
Dividends and interest receivable		12,296		1,459,307			657,308		41,180,912
Receivable for investments sold		92,241		1,702,346			68,272		441,527
Receivable from broker for credit default swap contracts		—		—			—		35,330
Receivable for variation margin		—		199,361			—		—
Receivable for Fund shares sold		566		1,952,284			193,680		5,853,728
Receivable from Advisor		10,146		—			—		—
Other assets		8,960		22,460			21,275		80,484
Total assets	$	6,404,042	$	654,625,567		$	76,945,659	$	2,779,513,892
Liabilities:
Collateral upon return of securities on loan	$	—	$	6,060,485		$	—	$	—
Payable for investments purchased		117,167		5,112,971			204,282		23,543,899
Payable for variation margin		—		11,250			—		—
Payable for Fund shares repurchased		—		1,061,287			209,268		4,488,039
Payable to Advisor		—		398,944			23,278		1,229,600
Payable to Trustees		1		140			15		579
Accrued distribution and service fees		382		333,861			22,561		362,722
Distributions payable to shareholders		—		—			70,557		3,062,197
Accrued expenses and other liabilities		32,570		159,382			59,595		613,172
Total liabilities		150,120		13,138,320			589,556		33,300,208
Commitments and contingencies (Note 8)
Net assets	$	6,253,922	$	641,487,247		$	76,356,103	$	2,746,213,684
Net Assets consist of:
Paid-in capital	$	5,955,382	$	564,506,468		$	74,285,605	$	2,786,648,413
Undistributed net investment income		35,787		2,032,018			131,324		77,357
Undistributed net realized gain		198,412		69,699,202			638,291		20,086,816
Net unrealized appreciation (depreciation) of:
Securities and foreign currency transactions		64,341		5,843,802			1,300,883		(60,661,692	)
Credit default swap contracts		—		—			—		62,790
Futures contracts		—		(594,243	)		—		—
Net assets	$	6,253,922	$	641,487,247		$	76,356,103	$	2,746,213,684
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class I
Net assets	$	6,144,200	$	363,362,624		$	33,958,237	$	2,060,504,042
Shares outstanding (unlimited shares $0.001 par value authorized)		515,094		12,474,174			2,777,779		164,766,439
Net asset value per share	$	11.93	$	29.13		$	12.22	$	12.51
Calculation of Net Asset Value Per Share — Class A
Net assets	$	109,722	$	201,477,370		$	42,397,866	$	682,128,884
Shares outstanding (unlimited shares $0.001 par value authorized)		9,213		6,917,560			3,350,465		54,872,404
Net asset value per share	$	11.91	$	29.13		$	12.65	$	12.43
Public Offering Price Per Share — Class A
(Net asset value per share divided by 0.9475)	$	12.57	$	30.74
(Net asset value per share divided by 0.9525)						$	13.28
(Net asset value per share divided by 0.9625)								$	12.91
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class C
Net assets			$	76,647,253				$	3,580,758
Shares outstanding (unlimited shares $0.001 par value authorized)				2,796,833					286,561
Net asset value per share			$	27.41				$	12.50
*Cost of long-term investments	$	6,187,057	$	630,203,218		$	73,039,061	$	2,623,216,217
*Cost of collateral for securities on loan		—		6,060,485			—		—
*Cost of short-term investments		28,446		4,856,537			1,665,180		168,731,242

The accompanying notes are an integral part of these financial statements.
59

Statements of Operations

FOR THE YEAR ENDED JUNE 30, 2015

	Diversified Value Fund			Large Cap Value Fund			Mid-Cap Value Fund			Small Cap Value Fund			Small Cap Diversified Value Fund
Investment income:
Dividends*
Unaffiliated issuers	$	11,538,009		$	17,621,893		$	44,396,428		$	15,496,666		$	140,354
Affiliated issuers		—			—			799,175			685,197			—
Interest		2,402			4,357			32,024			7,889			42
Securities on loan		26,373			42,113			280,105			102,083			—
Total income		11,566,784			17,668,363			45,507,732			16,291,835			140,396
Expenses:
Advisory fees		4,071,122			5,779,564			25,412,337			8,148,774			60,866
Professional fees and expenses		36,808			42,175			99,540			47,223			25,884
Custodian fees and expenses		68,424			97,890			107,908			32,760			26,253
Transfer agent fees and expenses		764,286			1,165,948			5,923,390			2,557,516			26,359
Accounting fees and expenses		65,344			88,492			365,923			122,690			55,434
Administration fees and expenses		151,085			213,909			940,198			301,248			30,737
Trustees' fees and expenses		32,975			47,199			208,080			63,262			283
Reports to shareholders		61,337			96,023			340,553			160,007			5,674
Registration fees		68,890			92,059			175,818			93,441			37,731
Distribution and service fees — Class A		139,510			507,013			1,860,797			484,066			268
Distribution and service fees — Class C		45,981			364,944			1,422,537			379,251			—
Distribution and service fees — Class R		—			64,182			110,321			—			—
Offering costs		—			—			—			—			33,242
Other expenses		29,275			42,300			160,562			50,847			1,989
Total expenses		5,535,037			8,601,698			37,127,964			12,441,085			304,720
Fee waiver/expense reimbursement by Advisor (Note 2)		(192,791	)		—			—			—			(165,509	)
Fee waiver by Administrator (Note 2)		—			—			—			—			(37,500	)
Net expenses		5,342,246			8,601,698			37,127,964			12,441,085			101,711
Net investment income		6,224,538			9,066,665			8,379,768			3,850,750			38,685
Realized and Unrealized Gains (Losses):
Net realized gains (losses) from:
Sales of unaffiliated issuers		66,912,026			81,576,332			300,121,319			96,919,372			119,874
Sales of affiliated issuers		—			—			(7,440,242	)		4,104,522			—
Foreign currency transactions		(456	)		(661	)		(56,925	)		(17,864	)		—
Net realized gains		66,911,570			81,575,671			292,624,152			101,006,030			119,874
Net change in unrealized depreciation of securities and foreign currency transactions		(45,156,726	)		(50,911,252	)		(341,212,577	)		(54,701,875	)		(135,322	)
Net gains (losses)		21,754,844			30,664,419			(48,588,425	)		46,304,155			(15,448	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	27,979,382		$	39,731,084		$	(40,208,657	)	$	50,154,905		$	23,237
*Net of Foreign Taxes Withheld	$	253,392		$	379,457		$	54,485		$	111,424		$	43

The accompanying notes are an integral part of these financial statements.
60

Statements of Operations

FOR THE YEAR ENDED JUNE 30, 2015

	Global Value Fund			Value Opportunities Fund			Capital Income Fund			High Yield Fund
Investment income:
Dividends*	$	115,413		$	8,272,845		$	1,554,447		$	6,237,815
Interest		80			5,194,466			1,844,446			131,403,560
Securities on loan		—			7,082			—			—
Total income		115,493			13,474,393			3,398,893			137,641,375
Expenses:
Advisory fees		41,779			4,223,845			493,044			12,094,609
Professional fees and expenses		23,627			35,031			24,988			80,962
Custodian fees and expenses		16,260			61,427			35,143			66,731
Transfer agent fees and expenses		25,672			711,084			98,982			2,354,574
Accounting fees and expenses		43,910			70,430			65,275			267,559
Administration fees and expenses		31,317			156,661			28,217			608,059
Trustees' fees and expenses		294			32,484			4,417			124,063
Reports to shareholders		2,748			39,075			8,283			120,620
Registration fees		37,697			69,804			41,841			129,518
Distribution and service fees — Class A		306			446,167			118,581			1,555,208
Distribution and service fees — Class C		—			645,074			—			38,854
Other expenses		3,506			24,822			5,637			87,879
Total expenses		227,116			6,515,904			924,408			17,528,636
Fee waiver/expense reimbursement by Advisor (Note 2)		(169,364	)		—			(199,004	)		(541,435	)
Net expenses		57,752			6,515,904			725,404			16,987,201
Net investment income		57,741			6,958,489			2,673,489			120,654,174
Realized and Unrealized Gains (Losses):
Net realized gains (losses) from:
Sales of unaffiliated issuers		299,482			79,106,845			947,662			20,453,176
Sales of affiliated issuers		—			5,310,866			—			—
Foreign currency transactions		(2,183	)		(243,617	)		(30	)		—
Credit default swap contracts		—			—			36,200			1,771,451
Futures contracts		—			8,844,916			—			—
Net realized gains		297,299			93,019,010			983,832			22,224,627
Net change in unrealized appreciation (depreciation) of:
Securities and foreign currency transactions		(411,497	)		(63,415,838	)		(2,986,899	)		(132,844,795	)
Credit default swap contracts		—			—			—			62,790
Futures contracts		—			(594,243	)		—			—
Net change in unrealized depreciation		(411,497	)		(64,010,081	)		(2,986,899	)		(132,782,005	)
Net gains (losses)		(114,198	)		29,008,929			(2,003,067	)		(110,557,378	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(56,457	)	$	35,967,418		$	670,422		$	10,096,796
*Net of Foreign Taxes Withheld	$	8,235		$	485,944		$	31,999		$	27,725

The accompanying notes are an integral part of these financial statements.
61

Statements of Changes in Net Assets

	Diversified Value Fund						Large Cap Value Fund
	Year ended June 30, 2015			Year ended June 30, 2014			Year ended June 30, 2015			Year ended June 30, 2014
Operations:
Net investment income	$	6,224,538		$	12,803,817		$	9,066,665		$	21,716,658
Net realized gains		66,911,570			33,419,573			81,575,671			85,951,132
Net change in unrealized appreciation (depreciation)		(45,156,726	)		58,448,071			(50,911,252	)		58,457,075
Net increase in net assets resulting from operations		27,979,382			104,671,461			39,731,084			166,124,865
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(11,538,580	)		(4,908,742	)		(14,945,124	)		(5,604,965	)
Class A		(1,240,124	)		(481,382	)		(5,638,158	)		(2,288,711	)
Class C		(25,227	)		(44,726	)		(827,500	)		—
Class R		—			—			(306,615	)		(90,380	)
Net realized gains:
Class I		—			—			—			—
Class A		—			—			—			—
Class C		—			—			—			—
Class R		—			—			—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(12,803,931	)		(5,434,850	)		(21,717,397	)		(7,984,056	)
Capital Share Transactions:
Net increase (decrease) in net assets resulting from capital share transactions		(25,332,350	)		34,878,129			(54,141,813	)		39,371,206
Net Assets:
Total increase (decrease) in net assets		(10,156,899	)		134,114,740			(36,128,126	)		197,512,015
Beginning of year		549,143,179			415,028,439			761,010,034			563,498,019
End of year	$	538,986,280		$	549,143,179		$	724,881,908		$	761,010,034
Undistributed net investment income	$	6,224,082		$	12,803,931		$	9,065,264		$	21,716,657

The accompanying notes are an integral part of these financial statements.
62

Statements of Changes in Net Assets

	Mid-Cap Value Fund						Small Cap Value Fund
	Year ended June 30, 2015			Year ended June 30, 2014			Year ended June 30, 2015			Year ended June 30, 2014
Operations:
Net investment income	$	8,379,768		$	12,058,683		$	3,850,750		$	860,820
Net realized gains		292,624,152			406,312,115			101,006,030			121,667,369
Net change in unrealized appreciation (depreciation)		(341,212,577	)		275,181,109			(54,701,875	)		96,717,775
Net increase (decrease) in net assets resulting from operations		(40,208,657	)		693,551,907			50,154,905			219,245,964
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(14,081,522	)		(6,148,056	)		(1,581,401	)		(1,868,145	)
Class A		(2,526,377	)		(1,367,862	)		—			(462,993	)
Class C		—			(115,505	)		—			(27,101	)
Class R		(35,928	)		(22,467	)		—			—
Net realized gains:
Class I		(209,828,890	)		—			(92,773,672	)		(46,665,876	)
Class A		(68,572,878	)		—			(21,621,104	)		(14,109,950	)
Class C		(14,212,255	)		—			(4,750,207	)		(3,583,146	)
Class R		(2,041,591	)		—			—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(311,299,441	)		(7,653,890	)		(120,726,384	)		(66,717,211	)
Capital Share Transactions:
Net increase in net assets resulting from capital share transactions		33,871,751			791,433,219			218,961,094			295,975,809
Net Assets:
Total increase (decrease) in net assets		(317,636,347	)		1,477,331,236			148,389,615			448,504,562
Beginning of year		3,584,041,851			2,106,710,615			1,033,280,973			584,776,411
End of year	$	3,266,405,504		$	3,584,041,851		$	1,181,670,588		$	1,033,280,973
Undistributed net investment income	$	3,642,385		$	11,963,369		$	3,005,664		$	811,351

The accompanying notes are an integral part of these financial statements.
63

Statements of Changes in Net Assets

	Small Cap Diversified Value Fund			Global Value Fund
	Year ended June 30, 2015+			Year ended June 30, 2015			Year ended June 30, 2014
Operations:
Net investment income	$	38,685		$	57,741		$	104,154
Net realized gains		119,874			297,299			254,749
Net change in unrealized appreciation (depreciation)		(135,322	)		(411,497	)		316,395
Net increase (decrease) in net assets resulting from operations		23,237			(56,457	)		675,298
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(23,732	)		(111,362	)		(35,894	)
Class A		(337	)		(3,011	)		(955	)
Net realized gains:
Class I		(119,160	)		(283,232	)		(181,345	)
Class A		(2,242	)		(8,484	)		(5,087	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(145,471	)		(406,089	)		(223,281	)
Capital Share Transactions:
Net increase in net assets resulting from capital share transactions		15,589,308			2,712,326			1,528,088
Net Assets:
Total increase in net assets		15,467,074			2,249,780			1,980,105
Beginning of year		—			4,004,142			2,024,037
End of year	$	15,467,074		$	6,253,922		$	4,004,142
Undistributed net investment income	$	17,795		$	35,787		$	94,602

+ The Fund commenced operations on June 30, 2014.

The accompanying notes are an integral part of these financial statements.
64

Statements of Changes in Net Assets

	Value Opportunities Fund						Capital Income Fund
	Year ended June 30, 2015			Year ended June 30, 2014			Year ended June 30, 2015			Year ended June 30, 2014
Operations:
Net investment income	$	6,958,489		$	3,428,013		$	2,673,489		$	1,526,324
Net realized gains		93,019,010			27,444,439			983,832			1,558,561
Net change in unrealized appreciation (depreciation)		(64,010,081	)		45,551,330			(2,986,899	)		2,626,185
Net increase in net assets resulting from operations		35,967,418			76,423,782			670,422			5,711,070
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(4,493,870	)		(1,119,363	)		(1,145,276	)		(545,563	)
Class A		(2,221,897	)		(859,974	)		(1,779,729	)		(693,473	)
Class C		(453,054	)		(72,346	)		—			—
Net realized gains:
Class I		(22,317,258	)		(7,936,180	)		(387,273	)		(635,662	)
Class A		(13,002,279	)		(7,803,482	)		(772,864	)		(707,583	)
Class C		(4,700,078	)		(2,221,386	)		—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(47,188,436	)		(20,012,731	)		(4,085,142	)		(2,582,281	)
Capital Share Transactions:
Net increase in net assets resulting from capital share transactions		169,920,311			192,494,140			10,499,937			41,012,351
Net Assets:
Total increase in net assets		158,699,293			248,905,191			7,085,217			44,141,140
Beginning of year		482,787,954			233,882,763			69,270,886			25,129,746
End of year	$	641,487,247		$	482,787,954		$	76,356,103		$	69,270,886
Undistributed net investment income	$	2,032,018		$	2,485,967		$	131,324		$	353,809

The accompanying notes are an integral part of these financial statements.
65

Statements of Changes in Net Assets

	High Yield Fund
	Year ended June 30, 2015			Year ended June 30, 2014
Operations:
Net investment income	$	120,654,174		$	81,769,565
Net realized gains		22,224,627			17,478,737
Net change in unrealized appreciation (depreciation)		(132,782,005	)		53,239,557
Net increase in net assets resulting from operations		10,096,796			152,487,859
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(88,000,479	)		(53,642,913	)
Class A		(33,219,800	)		(27,309,600	)
Class C		(177,610	)		(96,625	)
Net realized gains:
Class I		(12,049,524	)		(9,104,675	)
Class A		(4,803,498	)		(4,860,631	)
Class C		(31,717	)		(17,961	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(138,282,628	)		(95,032,405	)
Capital Share Transactions:
Net increase in net assets resulting from capital share transactions		1,136,592,881			582,760,360
Net Assets:
Total increase in net assets		1,008,407,049			640,215,814
Beginning of year		1,737,806,635			1,097,590,821
End of year	$	2,746,213,684		$	1,737,806,635
Undistributed net investment income (loss)	$	77,357		$	(1,177,852	)

The accompanying notes are an integral part of these financial statements.
66

Financial Highlights

The following per share data and ratios have been derived from information provided in the financial statements.

			Income (loss) from investment operations								Dividends and distributions															Ratios to Average Net Assets
Diversified Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)		Total distributions			Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2015	$	15.47	$	0.19	$	0.61		$	0.80		$	(0.38	)	$	—	$	(0.38	)	$	15.89		5.30	%	$	481,815		0.95	%		0.99	%		1.18	%
Year ended 6/30/2014		12.53		0.38		2.73			3.11			(0.17	)		—		(0.17	)		15.47		24.98			485,541		0.95			1.01			2.72
Year ended 6/30/2013		9.82		0.16		2.72			2.88			(0.17	)		—		(0.17	)		12.53		29.65			367,963		0.95			1.06			1.47
Year ended 6/30/2012		10.01		0.16		(0.18	)		(0.02	)		(0.17	)		—		(0.17	)		9.82		–0.01			320,916		0.95			1.06			1.73
Year ended 6/30/2011		7.94		0.15		2.02			2.17			(0.10	)		—		(0.10	)		10.01		27.44			328,273		0.95			1.12			1.59
Class A
Year ended 6/30/2015		15.50		0.14		0.63			0.77			(0.35	)		—		(0.35	)		15.92		5.07			52,752		1.20			1.24			0.92
Year ended 6/30/2014		12.57		0.38		2.70			3.08			(0.15	)		—		(0.15	)		15.50		24.68			59,173		1.20			1.26			2.71
Year ended 6/30/2013		9.86		0.13		2.72			2.85			(0.14	)		—		(0.14	)		12.57		29.25			35,251		1.20			1.31			1.21
Year ended 6/30/2012		10.03		0.14		(0.18	)		(0.04	)		(0.13	)		—		(0.13	)		9.86		–0.18			34,731		1.20			1.31			1.46
Year ended 6/30/2011		7.96		0.14		2.02			2.16			(0.09	)		—		(0.09	)		10.03		27.16			45,383		1.20			1.37			1.42
Class C
Year ended 6/30/2015		15.20		0.03		0.62			0.65			(0.09	)		—		(0.09	)		15.76		4.27			4,419		1.95			1.99			0.17
Year ended 6/30/2014		12.35		0.17		2.75			2.92			(0.07	)		—		(0.07	)		15.20		23.70			4,429		1.95			2.01			1.28
Year ended 6/30/2013		9.72		0.05		2.68			2.73			(0.10	)		—		(0.10	)		12.35		28.28			11,815		1.95			2.06			0.45
Year ended 6/30/2012		9.92		0.07		(0.17	)		(0.10	)		(0.10	)		—		(0.10	)		9.72		-0.92			12,062		1.95			2.06			0.73
Year ended 6/30/2011		7.90		0.06		2.00			2.06			(0.04	)		—		(0.04	)		9.92		26.11			14,036		1.95			2.12			0.61

	Year Ended June 30,
	2015			2014			2013			2012			2011
Portfolio turnover rate		38	%		33	%		44	%		42	%		63	%

			Income (loss) from investment operations							Dividends and distributions															Ratios to Average Net Assets
Large Cap Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations		Dividends (from net investment income)			Distributions (from capital gains)		Total distributions			Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2015	$	26.65	$	0.35	$	0.99		$	1.34	$	(0.78	)	$	—	$	(0.78	)	$	27.21		5.17	%	$	479,488		0.99	%		0.99	%		1.30	%
Year ended 6/30/2014		21.35		0.73		4.88			5.61		(0.31	)		—		(0.31	)		26.65		26.52			500,102		1.01			1.01			3.04
Year ended 6/30/2013		16.80		0.31		4.69			5.00		(0.45	)		—		(0.45	)		21.35		30.48			389,300		1.05			1.05			1.68
Year ended 6/30/2012		16.96		0.31		(0.13	)		0.18		(0.34	)		—		(0.34	)		16.80		1.22			316,081		1.05			1.05			1.96
Year ended 6/30/2011		13.32		0.26		3.42			3.68		(0.04	)		—		(0.04	)		16.96		27.61			588,823		1.05			1.07			1.60
Class A
Year ended 6/30/2015		26.46		0.27		0.99			1.26		(0.70	)		—		(0.70	)		27.02		4.89			191,665		1.24			1.24			1.03
Year ended 6/30/2014		21.21		0.73		4.79			5.52		(0.27	)		—		(0.27	)		26.46		26.22			223,219		1.26			1.26			3.02
Year ended 6/30/2013		16.68		0.26		4.67			4.93		(0.40	)		—		(0.40	)		21.21		30.16			156,303		1.30			1.30			1.42
Year ended 6/30/2012		16.84		0.26		(0.12	)		0.14		(0.30	)		—		(0.30	)		16.68		0.99			155,767		1.30			1.30			1.66
Year ended 6/30/2011		13.25		0.21		3.39			3.60		(0.01	)		—		(0.01	)		16.84		27.21			319,863		1.30			1.31			1.33
Class C
Year ended 6/30/2015		25.96		0.09		0.94			1.03		(0.69	)		—		(0.69	)		26.30		4.10			40,862		1.99			1.99			0.34
Year ended 6/30/2014		20.72		0.72		4.52			5.24		—			—		—			25.96		25.29			25,765		2.01			2.01			3.02
Year ended 6/30/2013		16.26		0.10		4.58			4.68		(0.22	)		—		(0.22	)		20.72		29.12			8,324		2.05			2.05			0.59
Year ended 6/30/2012		16.48		0.14		(0.12	)		0.02		(0.24	)		—		(0.24	)		16.26		0.29			23,891		2.05			2.05			0.92
Year ended 6/30/2011		13.05		0.09		3.34			3.43		—			—		—			16.48		26.28			36,612		2.05			2.07			0.59
Class R
Year ended 6/30/2015		26.62		0.22		0.98			1.20		(0.66	)		—		(0.66	)		27.16		4.64			12,867		1.49			1.49			0.81
Year ended 6/30/2014		21.33		0.60		4.89			5.49		(0.20	)		—		(0.20	)		26.62		25.91			11,924		1.51			1.51			2.51
Year ended 6/30/2013		16.77		0.21		4.69			4.90		(0.34	)		—		(0.34	)		21.33		29.79			9,571		1.55			1.55			1.15
Year ended 6/30/2012		16.95		0.23		(0.12	)		0.11		(0.29	)		—		(0.29	)		16.77		0.80			10,812		1.55			1.55			1.42
Year ended 6/30/2011		13.36		0.17		3.42			3.59		—			—		—			16.95		26.87			14,034		1.55			1.56			1.08

	Year Ended June 30,
	2015			2014			2013			2012			2011
Portfolio turnover rate		39	%		57	%		41	%		59	%		43	%

¹ Net investment income per share has been calculated based on average shares outstanding during the year.

² Total returns exclude the effects of sales charges. The Fund's investment advisor may have waived a portion of its advisory fee and/or reimbursed a portion of the Fund's expenses. Without such waiver and/or reimbursement, the Fund's performance would have been lower.

The accompanying notes are an integral part of these financial statements.
67

Financial Highlights

The following per share data and ratios have been derived from information provided in the financial statements.

			Income (loss) from investment operations									Dividends and distributions																Ratios to Average Net Assets
Mid-Cap Value Fund	Net asset value, beginning of year		Net investment income (loss)¹			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions			Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income (loss)
Class I
Year ended 6/30/2015	$	45.15	$	0.15		$	(0.63	)	$	(0.48	)	$	(0.27	)	$	(3.97	)	$	(4.24	)	$	40.43		–0.70	%	$	2,492,532		1.00	%		1.00	%		0.35	%
Year ended 6/30/2014		35.36		0.21			9.71			9.92			(0.13	)		—			(0.13	)		45.15		28.10			2,542,569		1.01			1.01			0.52
Year ended 6/30/2013		26.02		0.16			9.31			9.47			(0.13	)		—			(0.13	)		35.36		36.51			1,627,378		1.07			1.07			0.55
Year ended 6/30/2012		24.96		0.13			0.95			1.08			(0.02	)		—			(0.02	)		26.02		4.33			1,058,806		1.10			1.10			0.54
Year ended 6/30/2011		18.14		0.05			6.85			6.90			(0.08	)		—			(0.08	)		24.96		38.05			1,077,149		1.08			1.08			0.20
Class A
Year ended 6/30/2015		44.60		0.04			(0.61	)		(0.57	)		(0.15	)		(3.97	)		(4.12	)		39.91		–0.93			626,544		1.25			1.25			0.10
Year ended 6/30/2014		34.98		0.12			9.58			9.70			(0.08	)		—			(0.08	)		44.60		27.78			862,559		1.26			1.26			0.29
Year ended 6/30/2013	��	25.75		0.09			9.21			9.30			(0.07	)		—			(0.07	)		34.98		36.16			406,949		1.32			1.32			0.32
Year ended 6/30/2012		24.74		0.07			0.94			1.01			—			—			—			25.75		4.08			217,069		1.35			1.35			0.28
Year ended 6/30/2011		18.01		(0.01	)		6.78			6.77			(0.04	)		—			(0.04	)		24.74		37.63			235,301		1.33			1.33			(0.06	)
Class C
Year ended 6/30/2015		41.04		(0.25	)		(0.58	)		(0.83	)		—			(3.97	)		(3.97	)		36.24		–1.69			128,647		2.00			2.00			(0.65	)
Year ended 6/30/2014		32.39		(0.16	)		8.85			8.69			(0.04	)		—			(0.04	)		41.04		26.84			154,222		2.01			2.01			(0.45	)
Year ended 6/30/2013		23.97		(0.11	)		8.53			8.42			—			—			—			32.39		35.13			62,638		2.07			2.07			(0.39	)
Year ended 6/30/2012		23.20		(0.11	)		0.88			0.77			—			—			—			23.97		3.32			15,072		2.10			2.10			(0.53	)
Year ended 6/30/2011		16.98		(0.17	)		6.39			6.22			—			—			—			23.20		36.63			35,320		2.08			2.08			(0.81	)
Class R
Year ended 6/30/2015		44.77		(0.07	)		(0.62	)		(0.69	)		(0.07	)		(3.97	)		(4.04	)		40.04		–1.21			18,683		1.50			1.50			(0.16	)
Year ended 6/30/2014		35.17		0.02			9.63			9.65			(0.05	)		—			(0.05	)		44.77		27.47			24,693		1.51			1.51			0.05
Year ended 6/30/2013		25.92		0.03			9.25			9.28			(0.03	)		—			(0.03	)		35.17		35.82			9,746		1.57			1.57			0.09
Year ended 6/30/2012		24.95		0.00³			0.97			0.97			—			—			—			25.92		3.89			4,762		1.60			1.60			0.02
Year ended 6/30/2011		18.18		(0.07	)		6.85			6.78			(0.01	)		—			(0.01	)		24.95		37.32			6,215		1.58			1.58			(0.30	)

	Year Ended June 30,
	2015			2014			2013			2012			2011
Portfolio turnover rate		54	%		55	%		66	%		72	%		62	%

			Income (loss) from investment operations									Dividends and distributions																Ratios to Average Net Assets
Small Cap Value Fund	Net asset value, beginning of year		Net investment income (loss)¹			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions			Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income (loss)
Class I
Year ended 6/30/2015	$	66.62	$	0.27		$	2.30		$	2.57		$	(0.13	)	$	(7.39	)	$	(7.52	)	$	61.67		4.64	%	$	951,911		1.06	%		1.06	%		0.43	%
Year ended 6/30/2014		54.84		0.13			16.83			16.96			(0.20	)		(4.98	)		(5.18	)		66.62		32.40			785,915		0.99			0.99			0.21
Year ended 6/30/2013		41.83		0.32			12.96			13.28			(0.27	)		—			(0.27	)		54.84		31.88			452,702		1.03			1.03			0.67
Year ended 6/30/2012		43.90		0.29			(2.36	)		(2.07	)		—			—			—			41.83		–4.72			296,436		1.09			1.09			0.73
Year ended 6/30/2011		31.33		(0.05	)		12.68			12.63			(0.06	)		—			(0.06	)		43.90		40.29			254,187		1.08			1.08			(0.13	)
Class A
Year ended 6/30/2015		66.26		0.12			2.28			2.40			—			(7.39	)		(7.39	)		61.27		4.37			194,587		1.31			1.31			0.19
Year ended 6/30/2014		54.67		(0.02	)		16.75			16.73			(0.16	)		(4.98	)		(5.14	)		66.26		32.06			204,205		1.24			1.24			(0.04	)
Year ended 6/30/2013		41.67		0.21			12.91			13.12			(0.12	)		—			(0.12	)		54.67		31.55			103,329		1.28			1.28			0.43
Year ended 6/30/2012		43.84		0.15			(2.32	)		(2.17	)		—			—			—			41.67		–4.95			39,803		1.34			1.34			0.39
Year ended 6/30/2011		31.34		(0.15	)		12.68			12.53			(0.03	)		—			(0.03	)		43.84		39.94			64,100		1.33			1.33			(0.39	)
Class C
Year ended 6/30/2015		58.99		(0.32	)		1.97			1.65			—			(7.39	)		(7.39	)		53.25		3.60			35,172		2.06			2.06			(0.58	)
Year ended 6/30/2014		49.40		(0.43	)		15.04			14.61			(0.04	)		(4.98	)		(5.02	)		58.99		31.09			43,161		1.99			1.99			(0.79	)
Year ended 6/30/2013		37.84		(0.14	)		11.70			11.56			—			—			—			49.40		30.55			28,745		2.03			2.03			(0.31	)
Year ended 6/30/2012		40.11		(0.10	)		(2.17	)		(2.27	)		—			—			—			37.84		–5.66			10,970		2.09			2.09			(0.29	)
Year ended 6/30/2011		28.87		(0.42	)		11.66			11.24			—			—			—			40.11		38.93			11,727		2.08			2.08			(1.14	)

	Year Ended June 30,
	2015			2014			2013			2012			2011
Portfolio turnover rate		43	%		43	%		35	%		37	%		54	%

¹ Net investment income (loss) per share has been calculated based on average shares outstanding during the year.

³ Amount is less than $0.005.

The accompanying notes are an integral part of these financial statements.
68

Financial Highlights

The following per share data and ratios have been derived from information provided in the financial statements.

			Income from investment operations						Dividends and distributions																Ratios to Average Net Assets
Small Cap Diversified Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains on securities (both realized and unrealized)		Total from investment operations		Dividends (from net investment income)			Distributions (from capital gains)			Total distributions			Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year from 6/30/2014³ to 6/30/2015	$	10.00	$	0.05	$	0.22	$	0.27	$	(0.04	)	$	(0.22	)	$	(0.26	)	$	10.01		2.93	%	$	15,337		1.25	%		3.75	%		0.48	%
Class A
Year from 6/30/2014³ to 6/30/2015		10.00		0.03		0.22		0.25		(0.03	)		(0.22	)		(0.25	)		10.00		2.71			130		1.50			4.25			0.29

				Year Ended June 30, 2015
Portfolio turnover rate					40	%

			Income (loss) from investment operations								Dividends and distributions																Ratios to Average Net Assets
Global Value Fund	Net asset value, beginning of period		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions			Net asset value, end of period		Total return²			Net assets, end of period (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2015	$	13.31	$	0.14	$	(0.46	)	$	(0.32	)	$	(0.30	)	$	(0.76	)	$	(1.06	)	$	11.93		–1.98	%	$	6,144		1.10	%		4.34	%		1.11	%
Year ended 6/30/2014		11.49		0.41		2.45			2.86			(0.17	)		(0.87	)		(1.04	)		13.31		25.98			3,867		1.10			6.26			3.29
Period from 12/31/2012³ to 6/30/2013		10.00		0.12		1.37			1.49			—			—			—			11.49		14.90			2,024		1.10⁴			11.75⁴			2.22⁴
Class A
Year ended 6/30/2015		13.29		0.10		(0.45	)		(0.35	)		(0.27	)		(0.76	)		(1.03	)		11.91		–2.22			110		1.35			4.77			0.79
Period from 8/30/2013³ to 6/30/2014		11.85		0.34		2.13			2.47			(0.16	)		(0.87	)		(1.03	)		13.29		21.88			137		1.35⁴			6.58⁴			3.21⁴

	Year Ended June 30,						Period December 31, 2012³
	2015			2014			through June 30, 2013
Portfolio turnover rate		42	%		52	%		38	%

¹ Net investment income per share has been calculated based on average shares outstanding during the period.

² Total returns exclude the effects of sales charges. The Fund's investment advisor and administrator may have waived a portion of their fees and/or reimbursed a portion of the Fund's expenses. Without such waiver and/or reimbursement, the Fund's performance would have been lower. Returns for periods less than one year are not annualized.

³ Commencement of operations.

⁴ Annualized.

The accompanying notes are an integral part of these financial statements.
69

Financial Highlights

The following per share data and ratios have been derived from information provided in the financial statements.

			Income (loss) from investment operations									Dividends and distributions																Ratios to Average Net Assets
Value Opportunities Fund	Net asset value, beginning of year		Net investment income (loss)¹			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions			Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income (loss)
Class I
Year ended 6/30/2015	$	29.88	$	0.41		$	1.35		$	1.76		$	(0.42	)	$	(2.09	)	$	(2.51	)	$	29.13		6.75	%	$	363,363		0.96	%		0.96	%		1.42	%
Year ended 6/30/2014		25.46		0.35			5.91			6.26			(0.23	)		(1.61	)		(1.84	)		29.88		25.67			265,138		0.99			0.99			1.25
Year ended 6/30/2013		20.44		0.34			6.00			6.34			(0.38	)		(0.94	)		(1.32	)		25.46		32.28			105,332		1.03			1.03			1.45
Year ended 6/30/2012		21.12		0.33			(0.48	)		(0.15	)		(0.14	)		(0.39	)		(0.53	)		20.44		–0.20			41,079		1.10			1.10			1.73
Year ended 6/30/2011		14.96		0.14			6.24			6.38			(0.22	)		—			(0.22	)		21.12		42.81			39,014		1.11			1.11			0.74
Class A
Year ended 6/30/2015		29.88		0.34			1.36			1.70			(0.36	)		(2.09	)		(2.45	)		29.13		6.47			201,477		1.21			1.21			1.19
Year ended 6/30/2014		25.48		0.25			5.94			6.19			(0.18	)		(1.61	)		(1.79	)		29.88		25.34			165,608		1.24			1.24			0.91
Year ended 6/30/2013		20.46		0.28			6.01			6.29			(0.33	)		(0.94	)		(1.27	)		25.48		31.98			103,822		1.28			1.28			1.22
Year ended 6/30/2012		21.12		0.28			(0.47	)		(0.19	)		(0.08	)		(0.39	)		(0.47	)		20.46		-0.45			32,022		1.35			1.35			1.45
Year ended 6/30/2011		14.98		0.11			6.22			6.33			(0.19	)		—			(0.19	)		21.12		42.40			34,908		1.36			1.36			0.58
Class C
Year ended 6/30/2015		28.31		0.12			1.27			1.39			(0.20	)		(2.09	)		(2.29	)		27.41		5.65			76,647		1.96			1.96			0.43
Year ended 6/30/2014		24.28		0.04			5.65			5.69			(0.05	)		(1.61	)		(1.66	)		28.31		24.44			52,042		1.99			1.99			0.17
Year ended 6/30/2013		19.50		0.10			5.73			5.83			(0.11	)		(0.94	)		(1.05	)		24.28		30.97			24,728		2.03			2.03			0.44
Year ended 6/30/2012		20.21		0.13			(0.45	)		(0.32	)		—			(0.39	)		(0.39	)		19.50		–1.22			11,308		2.10			2.10			0.69
Year ended 6/30/2011		14.40		(0.05	)		5.99			5.94			(0.13	)		—			(0.13	)		20.21		41.35			12,160		2.11			2.11			(0.26	)

	Year Ended June 30,
	2015			2014			2013			2012			2011
Portfolio turnover rate		101	%		45	%		98	%		123	%		137	%

			Income (loss) from investment operations							Dividends and distributions																Ratios to Average Net Assets
Capital Income Fund	Net asset value, beginning of period		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations		Dividends (from net investment income)			Distributions (from capital gains)			Total distributions			Net asset value, end of period		Total return²			Net assets, end of period (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2015	$	12.85	$	0.47	$	(0.38	)	$	0.09	$	(0.52	)	$	(0.20	)	$	(0.72	)	$	12.22		0.69	%	$	33,958		0.80	%		1.05	%		3.75	%
Year ended 6/30/2014		11.83		0.57		1.64			2.21		(0.51	)		(0.68	)		(1.19	)		12.85		19.71			21,399		0.80			1.34			4.61
Year ended 6/30/2013		10.57		0.51		1.38			1.89		(0.50	)		(0.13	)		(0.63	)		11.83		18.45			11,348		0.80			1.85			4.51
Year ended 6/30/2012		10.37		0.51		0.25			0.76		(0.48	)		(0.08	)		(0.56	)		10.57		7.76			8,588		0.80			2.81			5.06
Period from 12/31/2010³ to 6/30/2011		10.00		0.24		0.35			0.59		(0.22	)		—			(0.22	)		10.37		5.90			7,765		0.80⁴			3.75⁴			4.60⁴
Class A
Year ended 6/30/2015		13.24		0.44		(0.35	)		0.09		(0.48	)		(0.20	)		(0.68	)		12.65		0.73			42,398		1.05			1.30			3.39
Year ended 6/30/2014		12.18		0.61		1.61			2.22		(0.48	)		(0.68	)		(1.16	)		13.24		19.17			47,872		1.05			1.51			4.76
Year ended 6/30/2013		10.67		0.50		1.61			2.11		(0.47	)		(0.13	)		(0.60	)		12.18		20.34			13,782		1.05			1.99			4.31
Year ended 6/30/2012		10.38		0.51		0.32			0.83		(0.46	)		(0.08	)		(0.54	)		10.67		8.37			333		1.05			3.06			4.93
Period from 2/28/2011⁸ to 6/30/2011		10.34		0.15		0.03			0.18		(0.14	)		—			(0.14	)		10.38		1.74			82		1.05⁴			4.12⁴			4.31⁴

	Year Ended June 30,												Period December 31, 2010³
	2015			2014			2013			2012			through June 30, 2011
Portfolio turnover rate		62	%		53	%		65	%		38	%		39	%

¹ Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

³ Commencement of operations.

⁴ Annualized.

The accompanying notes are an integral part of these financial statements.
70

Financial Highlights

The following per share data and ratios have been derived from information provided in the financial statements.

			Income (loss) from investment operations								Dividends and distributions																Ratios to Average Net Assets
High Yield Fund	Net asset value, beginning of period		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions			Net asset value, end of period		Total return²			Net assets, end of period (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2015	$	13.37	$	0.70	$	(0.75	)³	$	(0.05	)	$	(0.71	)	$	(0.10	)	$	(0.81	)	$	12.51		–0.26	%	$	2,060,504		0.70	%		0.73	%		5.56	%
Year ended 6/30/2014		12.83		0.76		0.67			1.43			(0.76	)		(0.13	)		(0.89	)		13.37		11.51			1,127,080		0.70			0.75			5.82
Year ended 6/30/2013		12.28		0.80		0.61			1.41			(0.81	)		(0.05	)		(0.86	)		12.83		11.70			686,718		0.70			0.75			6.23
Year ended 6/30/2012		12.79		0.94		(0.25	)		0.69			(0.95	)		(0.25	)		(1.20	)		12.28		6.02			426,041		0.70			0.76			7.76
Year ended 6/30/2011		12.01		0.92		1.23			2.15			(0.93	)		(0.44	)		(1.37	)		12.79		18.45			187,319		0.70			0.75			7.15
Class A
Year ended 6/30/2015		13.29		0.67		(0.75	)⁴		(0.08	)		(0.68	)		(0.10	)		(0.78	)		12.43		–0.54			682,129		0.95			0.98			5.31
Year ended 6/30/2014		12.75		0.73		0.66			1.39			(0.72	)		(0.13	)		(0.85	)		13.29		11.28			607,104		0.95			1.00			5.59
Year ended 6/30/2013		12.21		0.76		0.60			1.36			(0.77	)		(0.05	)		(0.82	)		12.75		11.37			410,060		0.95			1.00			5.91
Year ended 6/30/2012		12.73		0.90		(0.26	)		0.64			(0.91	)		(0.25	)		(1.17	)		12.21		5.66			105,472		0.95			1.01			7.47
Year ended 6/30/2011		11.97		0.88		1.21			2.09			(0.89	)		(0.44	)		(1.33	)		12.73		18.11			53,832		0.95			1.01			6.88
Class C
Year ended 6/30/2015		13.36		0.58		(0.76	)³		(0.18	)		(0.58	)		(0.10	)		(0.68	)		12.50		–1.25			3,581		1.70			1.73			4.53
Year ended 6/30/2014		12.82		0.62		0.68			1.30			(0.63	)		(0.13	)		(0.76	)		13.36		10.40			3,623		1.70			1.75			4.72
Period from 12/31/2012⁵ to 6/30/2013		12.88		0.30		(0.05	)		0.25			(0.31	)		—			(0.31	)		12.82		1.91			812		1.70⁶			1.74⁶			4.73⁶

	Year Ended June 30,
	2015			2014			2013			2012			2011
Portfolio turnover rate		44	%		51	%		66	%		57	%		139	%

¹ Net investment income per share has been calculated based on average shares outstanding during the period.

³ Redemption fees per share were less than $0.005.

⁴ Includes redemption fees per share of $0.01.

⁵ Commencement of operations.

⁶ Annualized.

The accompanying notes are an integral part of these financial statements.
71

Notes to the Financial Statements

JUNE 30, 2015

NOTE 1.

Organization. Hotchkis & Wiley Funds (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management investment company. The Trust was organized as a Delaware statutory trust on July 23, 2001 and consists of nine series. The Hotchkis & Wiley Diversified Value Fund, the Hotchkis & Wiley Large Cap Value Fund, the Hotchkis & Wiley Mid-Cap Value Fund, the Hotchkis & Wiley Small Cap Value Fund, the Hotchkis & Wiley Small Cap Diversified Value Fund, the Hotchkis & Wiley Global Value Fund, the Hotchkis & Wiley Capital Income Fund and the Hotchkis & Wiley High Yield Fund (collectively, the "H&W Funds") are each a diversified series and the Hotchkis & Wiley Value Opportunities Fund (together with the H&W Funds, hereafter referred to as the "Funds") is a non-diversified series of the Trust. The Trust was organized to acquire the assets and liabilities of the Mercury HW Large Cap Value Fund, the Mercury HW Mid-Cap Value Fund and the Mercury HW Small Cap Value Fund (the "Mercury HW Funds"). On February 4, 2002, the Mercury HW Funds were reorganized into the Trust through a non-taxable exchange. On August 28, 2009, the Hotchkis & Wiley Core Value Fund was renamed the Hotchkis & Wiley Diversified Value Fund and the Hotchkis & Wiley All Cap Value Fund was renamed the Hotchkis & Wiley Value Opportunities Fund.

The Large Cap Value Fund and Mid-Cap Value Fund have four classes of shares: Class I, Class A, Class C and Class R. The Diversified Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund, Value Opportunities Fund, Capital Income Fund and High Yield Fund have three classes of shares: Class I, Class A and Class C. Class A shares are sold with a front-end sales charge. Class C shares may be subject to a contingent deferred sales charge. Class C shares are automatically converted to Class A shares approximately eight years after purchase and will then be subject to lower distribution and service fees. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Class A, Class C and Class R shares bear certain expenses related to the distribution and servicing expenditures. Currently, the Small Cap Diversified Value Fund, Global Value Fund and Capital Income Fund are not offering Class C shares to investors.

Significant Accounting Policies. The Funds' financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which may require the use of management accruals and estimates. Actual results could differ from those estimates and those differences could be significant. Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standard Codification Topic 946 "Financial Services — Investment Companies". The following is a summary of significant accounting policies followed by the Funds.

Security Valuation. Portfolio securities that are listed on a securities exchange (whether domestic or foreign) or The Nasdaq Stock Market ("NSM") (including the Nasdaq National Market and the Nasdaq Small Cap Market) are valued at the last reported sale price (or official closing price) on that day as of the close of the New York Stock Exchange (which is generally 4:00 p.m. Eastern time), or, in the absence of recorded sales, at the average between the last bid and asked quotation on such exchange or NSM. Unlisted equity securities that are not included in NSM are valued at the last sale price, or if the last sale price is unavailable, at the average of the quoted bid and asked prices in the over-the-counter market. Fixed-income securities are generally valued on the basis of quotes obtained from an approved independent pricing service but may also be valued based on reported transactions on FINRA's Trade Reporting and Compliance Engine (TRACE) or quotations provided by a broker-dealer. The pricing services may provide a price determined by a matrix pricing method or other analytical pricing models. Short-term investments which mature in 60 days or less are valued at amortized cost, which approximates fair value. Investments quoted in foreign currency are valued daily in U.S. dollars on the basis of the foreign currency exchange rate prevailing at the time of valuation. Securities and other assets for which market quotations are not readily available are valued at their fair value as determined by Hotchkis & Wiley Capital Management, LLC (the "Advisor") under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees (the "Board"). The Board has approved the use of a third-party vendor's proprietary fair value pricing model to assist in determining current valuation for foreign securities traded in markets that close prior to the New York Stock Exchange. When fair value pricing is employed, the value of the portfolio securities used to calculate the Funds' net asset values may differ from quoted or official closing prices.

The Trust has performed an analysis of all existing investments to determine the significance and character of all inputs to their fair value determination. Various inputs are used in determining the value of each Fund's investments. These inputs are summarized in the following three broad categories:

• Level 1 — Quoted unadjusted prices for identical instruments in active markets to which the Trust has access at the date of measurement.

• Level 2 — Other significant observable inputs (including quoted prices for similar instruments, interest rates, current yields, credit quality, prepayment speeds for mortgage related securities, collateral for asset-backed securities, foreign security indices, foreign exchange rates, fair value estimates for foreign securities, and changes in benchmark securities indices). Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

• Level 3 — Significant unobservable inputs including model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Trust's own assumptions that market participants would use to price the asset or liability based on the best available information.

The following table presents the valuation levels of each Fund's assets as of June 30, 2015:

	Diversified Value		Large Cap Value		Mid-Cap Value		Small Cap Value		Small Cap Diversified Value
Level 1 — Quoted prices in an active market:
Common Stocks	$	533,400,102	$	708,777,624	$	3,029,713,044	$	1,109,337,621	$	15,076,356
Investment Companies		—		—		—		26,733,912		211,088
Money Market Funds		5,985,033		7,895,512		39,991,213		45,944,634		—
Level 2 — Other significant observable market inputs:
Common Stocks:
Energy		—		—		168,279,343		14,352,330		—
Industrials		—		—		89,365,660		—		—
Time Deposits		3,441,985		13,581,314		2,751,199		33,922,760		170,550
Level 3 — Significant unobservable inputs		—		—		—		—		—
Total Investments	$	542,827,120	$	730,254,450	$	3,330,100,459	$	1,230,291,257	$	15,457,994

	Global Value		Value Opportunities			Capital Income		High Yield
Level 1 — Quoted prices in an active market:
Common Stocks	$	4,102,009	$	486,628,059		$	42,608,381	$	10,118,047
Investment Companies		—		998,384			203,273		—
Preferred Stocks		—		933,309			1,115,236		90,126,824
Convertible Preferred Stocks		—		—			48,178		—
Warrants		—		4,601,698			44,991		3,248,105
Money Market Funds		—		6,060,485			—		—
Level 2 — Other significant observable market inputs:
Common Stocks:
Consumer Discretionary		330,483		—			—		—
Consumer Staples		164,406		—			—		—
Energy		410,238		23,174,478			—		—
Financials		397,231		17,291,130			—		—
Health Care		195,435		—			—		—
Industrials		540,331		35,302,498			—		—
Information Technology		111,254		13,448,049			—		—
Preferred Stocks:
Financials/Banking		—		154,710			23,237		1,539,065
Convertible Preferred Stocks:
Energy/Oil Field Equipment & Services		—		—			73,212		3,462,795
Convertible Bonds		—		4,436,250			408,524		31,152,984
Corporate Bonds		—		49,079,154			28,365,872		2,291,061,269
Asset-Backed Securities		—		—			441,393		34,094,960
Term Loans		—		—			996,002		96,201,568
Time Deposits		28,446		4,856,538			1,665,180		168,731,242
Level 3 — Significant unobservable inputs:
Common Stocks:
Consumer Discretionary/Automakers		—		—			0		0
Energy/Energy — Exploration & Production		—		—			0		0
Preferred Stocks:
Energy/Energy — Exploration & Production		—		—			11,645		1,548,908
Corporate Bonds		—		—			0		0
Total Investments	$	6,279,833	$	646,964,742		$	76,005,124	$	2,731,285,767
Other Financial Instruments
Level 1 — Quoted prices in an active market			$	—				$	—
Level 2 — Other significant observable market inputs:
Futures Contracts*				(594,243	)				—
Credit Default Swap Contracts*				—					62,790
Level 3 — Significant unobservable inputs				—					—
Total Other Financial Instruments			$	(594,243	)			$	62,790

* Futures contracts and credit default swap contracts are derivative instruments not reflected on the Schedule of Investments and are reflected at the unrealized appreciation (depreciation) on the instrument.

Please refer to the Schedule of Investments for additional information regarding the composition of the amounts listed above.

There were transfers from Level 1 to Level 2 of $5,449,682 for the Small Cap Value Fund, $107,759 for the Global Value Fund and $2,010,010 for the Value Opportunities Fund using market values as of June 30, 2015. The transfers were due to securities being fair valued as a result of market movements following the close of local trading on June 30, 2015. There were transfers from Level 2 to Level 1 of $167,038 for the Global Value Fund and $4,789,219 for the Value Opportunities Fund using market values as of June 30, 2015. The transfers were due to securities being fair valued as a result of market movements following the close of local trading at the beginning of the reporting period. There were transfers from Level 1 to Level 2 of $23,327 for the Capital Income Fund and $1,539,065 for the High Yield Fund using market values as of June 30, 2015. The transfers were due to lack of trading volume on June 30, 2015. There were transfers from Level 2 to Level 1 of $197,637 for the Value Opportunities Fund using market values as of June 30, 2015. The transfers were due to increased trading volume on June 30, 2015. There were no transfers into or out of Level 1 or Level 2 during the year ended June 30, 2015 for the Diversified Value Fund, Large Cap Value Fund, Mid-Cap Value Fund and Small Cap Diversified Value Fund. Transfers between Levels are recognized at the end of the reporting period.

Income and Expense Allocation. Common expenses incurred by the Trust which are not allocable to a specific Fund are allocated among the Funds based upon relative net assets or evenly, depending on the nature of the expenditure. For all Funds, except the Capital Income Fund and High Yield Fund, net investment income, other than class-specific expenses, and realized and unrealized gains and losses are allocated daily to each class of shares based upon the relative net asset value of outstanding shares of each class at the beginning of the day (after adjusting for the current day's capital share activity of the respective class). For the Capital Income Fund and High Yield Fund, net investment income, other than class-specific expenses, and realized and unrealized gains and losses are allocated daily to each class of shares based upon the relative net asset value of settled shares of each class at the beginning of the day (after adjusting for the current day's capital share activity of the respective class).

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income are declared daily and paid monthly for the Capital Income Fund and High Yield Fund and declared and paid annually for the Diversified Value Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund and Value Opportunities Fund. Distributions of net realized capital gains, if any, will be declared and paid at least annually.

Security Transactions and Investment Income. Security and shareholder transactions are recorded on trade date. Realized gains and losses on sales of investments are calculated on the specifically identified cost basis of the securities. Dividend income, less foreign taxes withheld, if any, is recorded on the ex-dividend date. Interest income is recognized on the accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security using the effective yield method. Return of capital distributions received from real estate investment trust ("REIT") securities are recorded as an adjustment to the cost of the security and thus may impact unrealized gains or losses on the security.

Securities purchased or sold on a when-issued, delayed delivery or forward commitment basis may have extended settlement periods. The value of the security purchased is subject to market fluctuations during this period. The Funds will segregate or "earmark" liquid assets until the settlement date or otherwise cover their position in an amount sufficient to meet the Funds' obligations.

Foreign Currency Transactions. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Funds isolate the portion of realized gains or losses resulting from changes in foreign exchange rates on securities from the fluctuations arising from changes in market prices of securities held. Reported net realized foreign exchange gains or losses arise from sales of securities, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds' books and the U.S. dollar equivalent of the amounts actually received or paid.

Payment In-Kind Securities. Certain Funds may invest in payment in-kind securities. Payment in-kind securities give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred to as a dirty price) and may require a pro-rata adjustment to interest receivable from the unrealized appreciation or depreciation of securities on the Statements of Assets & Liabilities.

Restricted and Illiquid Securities. The Funds may invest in securities that are subject to legal or contractual restrictions on resale or are illiquid. Restricted securities generally may be resold in transactions exempt from registration. An illiquid security is a security which cannot be disposed of promptly (within seven days) and in the usual course of business at approximately its fair value and includes repurchase agreements maturing in excess of seven days, time deposits with a withdrawal penalty, non-negotiable instruments and instruments for which no market exists. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at the current valuation may be difficult.

Options. The Funds are subject to equity price risk in the normal course of pursuing their investment objectives. The Funds may purchase put options on securities to protect holdings in an underlying or related security against a substantial decline in market value. The Funds may purchase call options on securities and security indexes. A Fund may write a call or put option only if the option is "covered" by the Fund holding a position in the underlying securities or by other means which would permit immediate satisfaction of the Fund's obligation as writer of the option. Prior to exercise or expiration, an option may be closed by an offsetting purchase or sale of an option of the same series. The purchase and writing of options involves certain risks. If a put or call option purchased by a Fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the Fund will lose its entire investment in the option. There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options markets, the Fund may be unable to close out a position. With options, there is minimal counterparty risk to the Funds since options are exchange traded and the exchange's clearinghouse, as counterparty to all exchange traded options, guarantees the options against default.

When a Fund purchases a put or call option, an amount equal to the premium paid is included on the Statements of Assets & Liabilities as an investment, and is subsequently adjusted to reflect the fair market value of the option. If an option expires on the stipulated expiration date or if the Fund enters into a closing sale transaction, a gain or loss is realized. If the Fund exercises a put option, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are decreased by the premium originally paid. If the Fund exercises a call option, the cost of the security acquired is increased by the premium paid for the call.

Futures Contracts. The Value Opportunities Fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objective. The Fund may use futures contracts to gain exposure to, or hedge against, changes in the value of foreign currencies. A futures contract provides for the future sale by one party and purchase by another party of an asset at a specified price on a specified date. Upon entering into such contracts, the Fund is required to deposit with the broker, either in cash or securities, an initial margin deposit in an amount equal to a certain percentage of the contract amount. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. Upon entering into such contracts, the Fund bears the risk of exchange rates moving unexpectedly, in which case the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. When a contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund's basis in the contract. With futures, there is minimal counterparty risk to the Fund since futures are exchange traded and the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. The use of futures contracts involves the risk of imperfect correlation in movements in the price of the futures contracts, exchange rates and the underlying hedged assets.

Credit Default Swap Contracts. The Value Opportunities Fund, Capital Income Fund and High Yield Fund may enter into credit default swap agreements for purposes of attempting to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded the desired return. The buyer in a credit default swap is obligated to pay the seller a periodic stream of payments over the term of the contract provided no event of default on an underlying reference obligation has occurred. In the event of default, the seller must pay the buyer the full notional amount ("par value") of the underlying reference obligation in exchange for the underlying reference obligation. Credit default swaps involve greater risks than if the Fund invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. The Fund's maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the contract. This risk is mitigated by having a master netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund's exposure to the counterparty.

The Value Opportunities Fund, Capital Income Fund and High Yield Fund are party to an International Swap Dealers Association, Inc. Master Agreement ("ISDA Master Agreement") with each of Goldman Sachs International and JPMorgan Chase Bank, N.A. that governs transactions, such as over-the-counter swap contracts, entered into by the Funds and the counterparty. The ISDA Master Agreement contains provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle the counterparty to elect to terminate early and cause settlement of all outstanding transactions under the ISDA Master Agreement.

Upon entering into swap agreements, the Value Opportunities Fund, Capital Income Fund and High Yield Fund will either receive or pay an upfront payment based upon the difference between the current principal amount and the notional amount of the swap and whether the Fund is buying or selling protection. Upfront payments that are received are recorded as liabilities while upfront payments paid are recorded as assets. These payments remain on the books until the swap contract is closed. When entering into credit default swaps, the Fund will either deliver collateral to the counterparty or the counterparty will deliver collateral to the Fund. The amount of this collateral is calculated based upon the notional value and the current price of the swap. In the event of default, the Fund has recourse against any collateral posted to it by the counterparty. When entering into swap agreements as a seller, the notional amounts would be partially offset by any recovery values of the respective reference obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Fund for the same reference entity. Unrealized appreciation or depreciation is recorded daily as the difference between the prior day and current day closing price.

Derivative Instruments. The Funds have adopted authoritative standards regarding disclosures about derivatives and how they affect the Funds' Statements of Assets & Liabilities and Statements of Operations.

The following is a summary of the Funds' derivative instrument holdings categorized by primary risk exposure as of June 30, 2015:

Asset Derivatives

	Location on Statements of Assets & Liabilities	Value Opportunities		High Yield
Credit Contracts:
Credit Default Swap Contracts	Premiums paid for credit default swap contracts	$	—	$	573,354
	Unrealized appreciation on credit default swap contracts		—		62,790

Liability Derivatives

	Location on Statements of Assets & Liabilities	Value Opportunities			High Yield
Foreign Exchange Contracts:
Futures Contracts	Net unrealized depreciation of futures contracts*	$	(594,243	)	$	—

* Includes cumulative depreciation of futures contracts as reported in the "Net Assets consist of:" section on the Statements of Assets & Liabilities.

The following is a summary of the Funds' realized gains (losses) and change in unrealized appreciation (depreciation) on derivative instruments recognized in the Statements of Operations categorized by primary risk exposure for the year ended June 30, 2015:

Realized Gains (Losses) on Derivatives

	Value Opportunities			Capital Income		High Yield
Credit Contracts:
Credit Default Swap Contracts	$	—		$	36,200	$	1,771,451
Foreign Exchange Contracts:
Futures Contracts		8,844,916			—		—
Equity Contracts:
Purchased Put Options		(1,016,113	)*		—		—

* Included with net realized gains (losses) from sales of unaffiliated issuers.

Change in Unrealized Appreciation (Depreciation) on Derivatives

	Value Opportunities			High Yield
Credit Contracts:
Credit Default Swap Contracts	$	—		$	62,790
Foreign Exchange Contracts:
Futures Contracts		(594,243	)		—
Equity Contracts:
Purchased Put Options		824,071	*		—

* Included with net change in unrealized appreciation (depreciation) of securities and foreign currency transactions.

The following is a summary of the Funds' average quarterly balance of outstanding derivative instruments categorized by primary risk exposure for the year ended June 30, 2015:

Average Quarterly Balance of Outstanding Derivatives

	Value Opportunities			Capital Income			High Yield
Credit Contracts:
Average Number of Contracts — Credit Default Swap Contracts		—			1			1
Average Notional Amount — Credit Default Swap Contracts	$	—		$	(330,000	)	$	(33,980,000	)
Foreign Exchange Contracts:
Average Number of Contracts — Futures Contracts		(534	)		—			—
Average Notional Amount — Futures Contracts	$	(60,157,538	)	$	—		$	—
Equity Contracts:
Average Number of Contracts — Purchased Put Options		800			—			—
Average Market Value — Purchased Put Options	$	66,400		$	—		$	—

Offsetting Assets and Liabilities. The Funds are subject to various master netting arrangements, which govern the terms of certain transactions with counterparties. The arrangements allow the Funds to close out and net their total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. For financial reporting purposes, the Funds do not offset financial assets and liabilities that are subject to master netting arrangements in the Statements of Assets & Liabilities.

The following is a summary of the arrangements subject to offsetting as of June 30, 2015:

							Gross Amounts Not Offset in the Statements of Assets & Liabilities
	Gross Amounts		Gross Amounts Offset in the Statements of Assets & Liabilities		Net Amounts Presented in the Statements of Assets & Liabilities		Financial Instruments			Collateral Pledged (Received)		Net Amount
Assets:
Credit Default Swap Contracts:
High Yield	$	62,790	$	—	$	62,790	$	—		$	—	$	62,790
Futures Contracts:
Value Opportunities		199,361		—		199,361		(11,250	)		188,375		—

							Gross Amounts Not Offset in the Statements of Assets & Liabilities
	Gross Amounts		Gross Amounts Offset in the Statements of Assets & Liabilities		Net Amounts Presented in the Statements of Assets & Liabilities		Financial Instruments			Collateral Pledged (Received)		Net Amount
Liabilities:
Securities Lending:
Diversified Value	$	5,985,033	$	—	$	5,985,033	$	5,985,033		$	—	$	—
Large Cap Value		7,895,512		—		7,895,512		7,895,512			—		—
Mid-Cap Value		39,991,213		—		39,991,213		39,991,213			—		—
Small Cap Value		45,944,634		—		45,944,634		45,944,634			—		—
Value Opportunities		6,060,485		—		6,060,485		6,060,485			—		—
Futures Contracts:
Value Opportunities		11,250		—		11,250		(11,250	)		—		—

NOTE 2.

Fees and Transactions with Affiliates. The Trust has entered into Investment Advisory Agreements for each of the Funds with the Advisor, with which the officers and a Trustee of the Trust are affiliated. The Advisor is a limited liability company, the primary members of which are HWCap Holdings, a limited liability company with members who are current and former employees of the Advisor, and Stephens - H&W, LLC, a limited liability company whose primary member is SF Holding Corp., which is a diversified holding company. The Advisor is responsible for the management of the Funds' investments and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund. The Advisor receives a fee, computed daily and payable monthly, at the annual rates presented below as applied to each Fund's daily net assets. The Advisor has contractually agreed to waive fees or reimburse regular operating expenses in excess of the annual rates presented below as applied to such Fund's daily net assets through October 31, 2016.

	Diversified Value			Large Cap Value			Mid-Cap Value			Small Cap Value			Small Cap Diversified Value			Global Value			Value Opportunities			Capital Income			High Yield
Annual Advisory Fee Rate		0.75	%¹		0.75	%¹		0.75	%¹		0.75	%		0.75	%		0.80	%		0.75	%		0.65	%		0.55	%
Annual cap on expenses — Class I		0.95	%		1.05	%		1.15	%		1.25	%		1.25	%		1.10	%		1.25	%		0.80	%		0.70	%
Annual cap on expenses — Class A		1.20	%		1.30	%		1.40	%		1.50	%		1.50	%		1.35	%		1.50	%		1.05	%		0.95	%
Annual cap on expenses — Class C		1.95	%		2.05	%		2.15	%		2.25	%		2.25	%		2.10	%		2.25	%		1.80	%		1.70	%
Annual cap on expenses — Class R		N/A			1.55	%		1.65	%		N/A			N/A			N/A			N/A			N/A			N/A

¹ The Annual Advisory Fee Rate is 0.75% for the first $5 billion in assets, 0.65% for the next $5 billion in assets and 0.60% for assets over $10 billion.

Quasar Distributors, LLC is the principal underwriter and distributor for the shares of the Funds ("Quasar" or the "Distributor"). The Distributor is affiliated with the Funds' transfer agent, fund accountant and administrator, U.S. Bancorp Fund Services, LLC. Pursuant to the Distribution Plan adopted by the Trust in accordance with Rule 12b-1 under the 1940 Act, the Funds pay the Distributor ongoing distribution and service fees. The fees are accrued daily at the annual rates based upon the average daily net assets of the shares as follows:

	Distribution and Service Fee
Class A		0.25	%
Class C		1.00	%
Class R		0.50	%

Pursuant to separate agreements with the Distributor, selected dealers and other financial intermediaries also provide distribution services to the Funds. The ongoing distribution and service fee compensates the Distributor and selected dealers for providing distribution-related and shareholder services to Class A, Class C and Class R shareholders.

Certain selected dealers and other financial intermediaries charge a fee for shareholder accounting services and administrative services that they provide to the Funds on behalf of certain shareholders; the portion of this fee paid by the Funds is included within "Transfer agent fees and expenses" in the Statements of Operations.

Stephens Inc. is an affiliated broker-dealer of the Funds. For the year ended June 30, 2015, Stephens Inc. received the following amounts of front-end sales charges for Class A shares:

Diversified Value				Large Cap Value				Mid-Cap Value				Small Cap Value				Small Cap Diversified Value				Global Value				Value Opportunities				Capital Income				High Yield
$	—			$	6			$	—			$	—			$	—			$	—			$	22			$	—			$	—

U.S. Bancorp Fund Services, LLC, the Funds' administrator, agreed to waive a portion of its administration and accounting fees during the Small Cap Diversified Value Fund's first twelve months of operations.

NOTE 3.

Investments. Purchases and sales of investment securities, excluding short-term investments, for the year ended June 30, 2015 were as follows:

	Diversified Value		Large Cap Value		Mid-Cap Value		Small Cap Value		Small Cap Diversified Value		Global Value		Value Opportunities		Capital Income		High Yield
Purchases	$	203,692,586	$	296,265,562	$	1,760,371,274	$	545,384,548	$	18,505,061	$	4,537,537	$	697,463,029	$	56,610,796	$	1,911,863,338
Sales		224,519,230		366,694,591		1,857,612,684		458,095,780		3,178,303		2,146,565		556,614,357		45,008,092		908,363,045

The Funds did not have any purchases or sales of U.S. Government securities for the year ended June 30, 2015.

NOTE 4.

Federal Income Taxes. It is each Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and each Fund intends to distribute substantially all of its investment company net taxable income and net capital gains to shareholders. Therefore, no federal income tax provision is required. Under the applicable foreign tax law, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the Funds for financial reporting purposes. The Funds may utilize earnings and profits distributed to shareholders on redemptions of shares as part of the dividends paid deduction. Generally accepted accounting principles require that permanent financial reporting and tax differences be reclassified within the capital accounts.

The following information is presented on an income tax basis as of June 30, 2015:

	Diversified Value			Large Cap Value			Mid-Cap Value			Small Cap Value			Small Cap Diversified Value			Global Value			Value Opportunities			Capital Income			High Yield
Tax cost of investments	$	527,118,278		$	724,396,689		$	3,181,967,638		$	1,042,323,882		$	15,077,555		$	6,173,605		$	630,903,794		$	73,794,369		$	2,622,101,979
Gross unrealized appreciation		74,344,113			77,686,943			395,427,478			200,505,353			1,357,745			553,911			48,513,867			4,631,124			47,049,065
Gross unrealized depreciation		(68,062,289	)		(93,306,008	)		(290,037,069	)		(92,405,372	)		(1,147,856	)		(476,129	)		(43,369,942	)		(4,085,549	)		(106,596,519	)
Net unrealized appreciation (depreciation)		6,281,824			(15,619,065	)		105,390,409			108,099,981			209,889			77,782			5,143,925			545,575			(59,547,454	)
Distributable ordinary income (as of 6/30/15)		6,224,082			9,065,264			38,834,103			12,487,668			39,482			66,482			29,563,580			763,094			8,843,036
Distributable long-term gains (as of 6/30/15)		—			—			172,079,618			55,316,637			223,457			154,265			42,273,973			832,386			13,331,886
Total distributable earnings		6,224,082			9,065,264			210,913,721			67,804,305			262,939			220,747			71,837,553			1,595,480			22,174,922
Other accumulated gains (losses)		(633,573,972	)		(1,057,018,542	)		1			(612	)		(2,623	)		11			(699	)		(70,557	)		(3,062,197	)
Total accumulated gains (losses)	$	(621,068,066	)	$	(1,063,572,343	)	$	316,304,131		$	175,903,674		$	470,205		$	298,540		$	76,980,779		$	2,070,498		$	(40,434,729	)

As of the close of business on December 31, 2010, in exchange for shares the Advisor transferred assets valued at $3,298,650 to the Capital Income Fund. As a result of the tax-deferred transfers, the Capital Income Fund acquired $30,179 of unrealized appreciation for tax purposes. As of June 30, 2015, the Capital Income Fund held securities with $10,818 of net unrealized appreciation relating to the transfers.

As of the close of business on December 31, 2012, in exchange for shares the Advisor transferred assets valued at $1,132,946 to the Global Value Fund. As a result of the tax-deferred transfers, the Global Value Fund acquired $50,230 of unrealized appreciation for tax purposes. As of June 30, 2015, the Global Value Fund held securities with $35,935 of net unrealized appreciation relating to the transfers.

As of the close of business on June 30, 2014, in exchange for shares Stephens Investment Holdings LLC transferred assets valued at $5,038,896 to the Small Cap Diversified Value Fund. As a result of the tax-deferred transfers, the Small Cap Diversified Value Fund acquired $592,438 of unrealized appreciation for tax purposes. As of June 30, 2015, the Small Cap Diversified Value Fund held securities with $368,476 of net unrealized appreciation relating to the transfers.

On the Statements of Assets & Liabilities, the following adjustments were made for permanent tax differences. These differences are due primarily to differing treatment for items such as foreign currency gain/loss transactions, PFICs, partnership adjustments, swap interest reclass and transfers in-kind.

	Paid-In Capital			Undistributed Net Investment Income			Undistributed Net Realized Gain (Loss)
Diversified Value	$	—		$	(456	)	$	456
Large Cap Value		—			(661	)		661
Mid-Cap Value		—			(56,925	)		56,925
Small Cap Value		—			(75,036	)		75,036
Small Cap Diversified Value		(592,439	)		3,179			589,260
Global Value		—			(2,183	)		2,183
Value Opportunities		—			(243,617	)		243,617
Capital Income		—			29,031			(29,031	)
High Yield		—			1,998,924			(1,998,924	)

The tax components of distributions paid during the fiscal years ended June 30, 2015 and 2014, capital loss carryovers as of June 30, 2015, and any tax basis late year losses as of June 30, 2015, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	June 30, 2015											June 30, 2014
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net Capital Loss Carryovers			Capital Loss Carryovers Utilized		Late Year Losses		Ordinary Income Distributions		Long-Term Capital Gains Distributions
Diversified Value	$	12,803,931	$	—	$	(633,573,972	)¹	$	66,905,320	$	—	$	5,434,850	$	—
Large Cap Value		21,717,397		—		(1,057,018,542	)²		80,515,360		—		7,984,056		—
Mid-Cap Value		44,412,431		266,887,010		—			—		—		7,653,890		—
Small Cap Value		20,071,822		100,654,562		—			—		—		21,241,525		45,475,686
Small Cap Diversified Value*		102,942		42,529		—			—		—		—		—
Global Value		190,514		215,575		—			—		—		163,376		59,905
Value Opportunities		16,452,433		30,736,003		—			—		—		11,464,397		8,548,334
Capital Income		3,371,754		713,388		—			—		—		1,996,888		585,393
High Yield		124,042,629		14,239,999		—			—		—		86,349,686		8,682,719

* The Fund commenced operations on June 30, 2014.

¹ $392,036,711 expires on 6/30/2017 and $241,537,261 expires on 6/30/2018.

² $614,422,104 expires on 6/30/2017 and $442,596,438 expires on 6/30/2018.

As of and during the year ended June 30, 2015, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the year ended June 30, 2015, the Funds did not incur any interest or penalties. The tax years ended June 30, 2012 through June 30, 2015 remain open and subject to examination by tax jurisdictions.

NOTE 5.

Capital Share Transactions. Transactions in capital shares for each class were as follows:

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2015
Diversified Value Fund
Class I		5,801,870	$	90,776,761		754,476	$	11,339,777		(7,624,636	)	$	(119,399,654	)		(1,068,290	)	$	(17,283,116	)
Class A		468,469		7,275,362		43,270		652,506		(1,015,064	)		(15,812,307	)		(503,325	)		(7,884,439	)
Class C		78,136		1,213,550		1,125		16,860		(90,182	)		(1,395,205	)		(10,921	)		(164,795	)
Total net increase (decrease)		6,348,475		99,265,673		798,871		12,009,143		(8,729,882	)		(136,607,166	)		(1,582,536	)		(25,332,350	)
Large Cap Value Fund
Class I		4,280,905		113,995,916		540,634		14,075,352		(5,964,207	)		(161,943,181	)		(1,142,668	)		(33,871,913	)
Class A		1,366,332		36,079,025		172,790		4,473,387		(2,882,728	)		(75,877,206	)		(1,343,606	)		(35,324,794	)
Class C		750,023		19,349,234		18,432		466,792		(207,366	)		(5,433,992	)		561,089			14,382,034
Class R		153,859		4,123,248		7,592		197,836		(135,675	)		(3,648,224	)		25,776			672,860
Total net increase (decrease)		6,551,119		173,547,423		739,448		19,213,367		(9,189,976	)		(246,902,603	)		(1,899,409	)		(54,141,813	)

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2015
Mid-Cap Value Fund
Class I		18,607,037	$	782,048,516		5,233,267	$	203,574,095		(18,508,793	)	$	(785,001,812	)		5,331,511		$	200,620,799
Class A		3,393,489		142,663,703		1,401,404		53,883,999		(8,434,347	)		(350,666,927	)		(3,639,454	)		(154,119,225	)
Class C		351,372		13,129,293		233,747		8,195,168		(793,633	)		(30,265,856	)		(208,514	)		(8,941,395	)
Class R		164,928		6,833,925		29,401		1,135,778		(279,381	)		(11,658,131	)		(85,052	)		(3,688,428	)
Total net increase (decrease)		22,516,826		944,675,437		6,897,819		266,789,040		(28,016,154	)		(1,177,592,726	)		1,398,491			33,871,751
Small Cap Value Fund
Class I		5,457,516		337,618,299		1,064,758		61,457,813		(2,883,746	)		(179,382,881	)		3,638,528			219,693,231
Class A		1,136,077		69,792,007		260,267		14,947,145		(1,302,186	)		(81,149,357	)		94,158			3,589,795
Class C		67,964		3,583,474		54,600		2,736,546		(193,735	)		(10,641,952	)		(71,171	)		(4,321,932	)
Total net increase (decrease)		6,661,557		410,993,780		1,379,625		79,141,504		(4,379,667	)		(271,174,190	)		3,661,515			218,961,094
Small Cap Diversified Value Fund^a
Class I*		1,523,152		15,379,897		15,041		142,892		(6,369	)		(63,518	)		1,531,824			15,459,271
Class A*		13,213		132,500		271		2,578		(493	)		(5,041	)		12,991			130,037
Total net increase (decrease)		1,536,365		15,512,397		15,312		145,470		(6,862	)		(68,559	)		1,544,815			15,589,308
Global Value Fund^b
Class I		197,769		2,424,855		34,177		386,888		(7,394	)		(87,949	)		224,552			2,723,794
Class A		2,101		26,271		947		10,720		(4,123	)		(48,459	)		(1,075	)		(11,468	)
Total net increase (decrease)		199,870		2,451,126		35,124		397,608		(11,517	)		(136,408	)		223,477			2,712,326
Value Opportunities Fund
Class I		5,866,864		169,563,337		601,633		15,937,260		(2,868,306	)		(81,441,127	)		3,600,191			104,059,470
Class A		4,207,087		121,331,659		482,759		12,802,765		(3,314,597	)		(94,175,936	)		1,375,249			39,958,488
Class C		1,146,520		31,325,419		142,433		3,567,942		(330,689	)		(8,991,008	)		958,264			25,902,353
Total net increase (decrease)		11,220,471		322,220,415		1,226,825		32,307,967		(6,513,592	)		(184,608,071	)		5,933,704			169,920,311
Capital Income Fund
Class I		2,254,647		27,957,139		83,551		1,031,748		(1,225,539	)		(15,194,349	)		1,112,659			13,794,538
Class A		2,552,457		33,029,293		176,278		2,245,471		(2,995,280	)		(38,569,365	)		(266,545	)		(3,294,601	)
Total net increase (decrease)		4,807,104		60,986,432		259,829		3,277,219		(4,220,819	)		(53,763,714	)		846,114			10,499,937
High Yield Fund
Class I		118,586,577		1,503,675,337		5,591,916		70,620,729		(43,696,611	)		(554,448,480	)¹		80,481,882			1,019,847,586
Class A		19,316,095		244,902,231		2,955,264		37,169,600		(13,081,404	)		(165,555,411	)¹		9,189,955			116,516,420
Class C		116,003		1,494,869		6,735		84,989		(107,303	)		(1,350,983	)¹		15,435			228,875
Total net increase (decrease)		138,018,675		1,750,072,437		8,553,915		107,875,318		(56,885,318	)		(721,354,874	)		89,687,272			1,136,592,881
Year Ended June 30, 2014
Diversified Value Fund
Class I		7,744,855		109,380,942		355,404		4,858,367		(6,078,279	)		(84,688,097	)		2,021,980			29,551,212
Class A		1,428,704		20,377,139		16,116		221,112		(431,099	)		(6,148,279	)		1,013,721			14,449,972
Class C		159,950		2,292,863		2,404		32,478		(827,659	)		(11,448,396	)		(665,305	)		(9,123,055	)
Total net increase (decrease)		9,333,509		132,050,944		373,924		5,111,957		(7,337,037	)		(102,284,772	)		2,370,396			34,878,129

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2014
Large Cap Value Fund
Class I^#		5,749,044	$	139,610,226		240,030	$	5,467,702		(5,457,112	)	$	(132,675,487	)		531,962		$	12,402,441
Class A		9,882,786		236,147,761		79,926		1,820,889		(8,894,700	)		(226,227,261	)		1,068,012			11,741,389
Class C		825,187		20,438,064		—		—		(234,290	)		(5,206,458	)		590,897			15,231,606
Class R		131,904		3,230,512		2,719		61,986		(135,322	)		(3,296,728	)		(699	)		(4,230	)
Total net increase (decrease)		16,588,921		399,426,563		322,675		7,350,577		(14,721,424	)		(367,405,934	)		2,190,172			39,371,206
Mid-Cap Value Fund
Class I⁺		21,696,406		871,718,154		146,545		5,713,799		(11,553,595	)		(458,599,113	)		10,289,356			418,832,840
Class A		13,471,669		527,734,790		26,702		1,029,893		(5,792,950	)		(231,877,240	)		7,705,421			296,887,443
Class C		2,236,257		80,275,539		1,722		61,387		(413,830	)		(15,332,771	)		1,824,149			65,004,155
Class R		407,203		16,150,512		328		12,716		(133,076	)		(5,454,447	)		274,455			10,708,781
Total net increase (decrease)		37,811,535		1,495,878,995		175,297		6,817,795		(17,893,451	)		(711,263,571	)		20,093,381			791,433,219
Small Cap Value Fund
Class I		5,098,049		314,352,463		470,827		27,129,048		(2,026,594	)		(122,912,360	)		3,542,282			218,569,151
Class A		1,904,596		113,780,688		172,679		9,910,020		(885,511	)		(53,985,558	)		1,191,764			69,705,150
Class C		255,485		13,599,999		38,776		1,989,199		(144,442	)		(7,887,690	)		149,819			7,701,508
Total net increase (decrease)		7,258,130		441,733,150		682,282		39,028,267		(3,056,547	)		(184,785,608	)		4,883,865			295,975,809
Global Value Fund^b
Class I		96,113		1,186,409		18,286		217,239		(5	)		(57	)		114,394			1,403,591
Class A**		14,418		177,759		509		6,042		(4,639	)		(59,304	)		10,288			124,497
Total net increase (decrease)		110,531		1,364,168		18,795		223,281		(4,644	)		(59,361	)		124,682			1,528,088
Value Opportunities Fund
Class I		6,194,679		171,363,951		257,248		6,693,591		(1,714,640	)		(46,620,103	)		4,737,287			131,437,439
Class A		3,040,252		83,179,115		271,861		7,081,981		(1,844,426	)		(50,639,664	)		1,467,687			39,621,432
Class C		948,954		24,833,474		63,510		1,573,783		(192,233	)		(4,971,988	)		820,231			21,435,269
Total net increase (decrease)		10,183,885		279,376,540		592,619		15,349,355		(3,751,299	)		(102,231,755	)		7,025,205			192,494,140
Capital Income Fund
Class I		695,228		8,753,519		88,601		1,069,520		(77,827	)		(972,432	)		706,002			8,850,607
Class A		3,016,388		38,848,961		105,366		1,315,164		(636,055	)		(8,002,381	)		2,485,699			32,161,744
Total net increase (decrease)		3,711,616		47,602,480		193,967		2,384,684		(713,882	)		(8,974,813	)		3,191,701			41,012,351
High Yield Fund
Class I		61,610,168		808,808,659		2,841,519		37,371,762		(33,689,737	)		(442,645,361	)		30,761,950			403,535,060
Class A		23,547,659		307,102,686		2,407,130		31,417,283		(12,433,132	)		(162,023,620	)		13,521,657			176,496,349
Class C		228,350		3,000,722		3,904		51,262		(24,458	)		(323,033	)		207,796			2,728,951
Total net increase (decrease)		85,386,177		1,118,912,067		5,252,553		68,840,307		(46,147,327	)		(604,992,014	)		44,491,403			582,760,360

^a The Small Cap Diversified Value Fund had a single shareholder, Stephens Investment Holdings LLC, which individually held 97.3% of the total shares outstanding as of June 30, 2015.

^b The Global Value Fund had a single shareholder, Davis Family Trust, which individually held 25.7% of the total shares outstanding as of June 30, 2015, and HW Atlas LLC, which individually held 41.0% of the total shares outstanding as of June 30, 2014.

* Commenced operations on June 30, 2014.

** For the period August 30, 2013 (commencement of operations) to June 30, 2014.

¹ Net of redemption fees of $179,374 for Class I, $296,390 for Class A and $1,000 for Class C.

^# Includes an in-kind redemption which resulted in a realized gain of $6,824,859.

⁺ Includes an in-kind redemption which resulted in a realized gain of $23,556,811.

NOTE 6.

Investments in Affiliated Issuers. An issuer in which a Fund's holdings represent 5% or more of the outstanding voting securities of the issuer is an "affiliated" issuer as defined in the 1940 Act. A schedule of each Fund's investments in securities of affiliated issuers held during the year ended June 30, 2015, is set forth below:

Mid-Cap Value Fund

Issuer Name	Share Balance At July 1, 2014		Additions		Reductions		Share Balance At June 30, 2015		Dividend Income		Value At June 30, 2015
Cairn Energy PLC		11,084,600		19,324,000		—		30,408,600	$	—	$	80,989,964
Comstock Resources, Inc.		1,031,600		4,911,900		215,200		5,728,300		799,175		19,075,239
Ophir Energy PLC		—		49,018,000		—		49,018,000		—		87,289,379
PHH Corp.+		3,128,000		—		1,017,100		2,110,900		—		54,946,727
									$	799,175

+ Issuer was not an affiliate as of June 30, 2015.

Small Cap Value Fund

Issuer Name	Share Balance At July 1, 2014		Additions		Reductions		Share Balance At June 30, 2015		Dividend Income		Value At June 30, 2015
Hudson Global, Inc.		2,266,700		—		—		2,266,700	$	—	$	5,190,743
Miller Industries, Inc.		805,800		128,700		85,700		848,800		551,023		16,933,560
Noranda Aluminum Holding Corp.		2,739,100		2,862,400		—		5,601,500		134,174		4,761,275
Real Industry, Inc.		—		2,518,508		—		2,518,508		—		28,585,066
Rush Enterprises, Inc.		715,600		1,172,700		307,200		1,581,100		—		41,440,631
									$	685,197

Value Opportunities Fund

Issuer Name	Share Balance At July 1, 2014		Additions		Reductions		Share Balance At June 30, 2015		Dividend Income		Value At June 30, 2015
Thorntons PLC+		—		5,729,300		5,729,300		—	$	—	$	—
									$	—

+ Issuer was not an affiliate as of June 30, 2015.

NOTE 7.

Securities Lending. Effective December 2007, the Funds entered into a securities lending arrangement with Brown Brothers Harriman & Co. (the "Custodian"). Under the securities lending agreement, the Custodian is authorized to loan securities on behalf of the Funds to approved brokers. In exchange, the Funds receive cash collateral in the amount of at least 102% of the value of the securities loaned plus accrued interest. The total market value of securities on loan for each Fund is disclosed on the Schedule of Investments. The cash collateral is invested in short-term instruments as noted on the Schedule of Investments. Income earned from these investments is included in "Securities on loan" on the Statements of Operations and is allocated to each Fund based on each Fund's proportion of the total cash collateral received. Securities lending involves counterparty risks, including the risk that the loaned securities may not be returned in a timely manner or at all. Subject to certain conditions, the Custodian has agreed to indemnify the Funds from losses resulting from a borrower's failure to return a loaned security. In addition, the Funds bear the risk of loss associated with the investment of cash collateral received.

A portion of the income generated by the investment of the collateral, net of any rebates paid by the Custodian to borrowers, is remitted to the Custodian as lending agent, and the remainder is paid to the applicable Fund.

NOTE 8.

Commitments and Contingencies. Under the Trust's organizational documents and indemnification agreements between each independent Trustee and the Trust, its officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In addition, in the normal course of business the Trust enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect the risk of loss to be remote.

Bridge loan commitments may obligate a Fund to furnish temporary financing to a borrower until permanent financing can be arranged. At June 30, 2015, the Capital Income Fund and High Yield Fund had outstanding bridge loan commitments of $510,000 and $42,790,000, respectively.

NOTE 9.

Risk Factors. Investing in a Fund may involve certain risks including, but not limited to, those described below.

Lower rated debt securities generally have higher rates of interest and involve greater risk of default or price changes due to changes in the issuer's creditworthiness than higher rated debt securities. The market prices of these securities may fluctuate more than higher quality securities and may

decline significantly in periods of general economic difficulty. There may be little trading in the secondary market for particular debt securities, which may make them more difficult to value or sell.

The prices of, and the income generated by, most debt securities held by a Fund may be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities. For example, the prices of debt securities in a Fund's portfolio generally will decline when interest rates rise and increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, "call" or refinance a security before its stated maturity, which may result in the Fund having to reinvest the proceeds in lower yielding securities. Debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default. Longer maturity debt securities generally have higher rates of interest and may be subject to greater price fluctuations than shorter maturity debt securities.

The prices of, and the income generated by, the common stocks and other equity securities held by a Fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.

Certain funds, accounts, individuals or affiliates may from time to time own (beneficially or of record) or control a significant percentage of a Fund's shares. Redemptions by these entities of their holdings in the Fund may impact the Fund's liquidity and net asset value ("NAV"). These redemptions may also force the Fund to sell securities.

NOTE 10.

New Accounting Pronouncement. In May 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The guidance is effective for fiscal years beginning after December 15, 2015 and for interim periods within those years and early adoption is permitted. The Funds did not early adopt this guidance as of year-end and are evaluating the impact of the ASU on future reporting periods.

NOTE 11.

Subsequent Events. Management has evaluated subsequent events in the preparation of the Funds' financial statements and has determined that there are no events that require recognition or disclosure in the financial statements.

NOTE 12.

Federal Tax Disclosure. The Funds designated as long-term capital gain dividends, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Funds related to net capital gains to zero for the tax year ended June 30, 2015.

For the year ended June 30, 2015, the following percentages of ordinary distributions paid qualify for the dividend received deduction available to corporate shareholders: Diversified Value Fund — 58.82%, Large Cap Value Fund — 56.68%, Mid-Cap Value Fund — 71.21%, Small Cap Value Fund — 45.22%, Small Cap Diversified Value Fund — 87.18%, Global Value Fund — 15.65%, Value Opportunities Fund — 17.31%, Capital Income Fund — 28.58%, High Yield Fund — 4.54%.

For the year ended June 30, 2015, the following percentages of ordinary distributions paid are designated as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003: Diversified Value Fund — 100.00%, Large Cap Value Fund — 100.00%, Mid-Cap Value Fund — 76.77%, Small Cap Value Fund — 56.87%, Small Cap Diversified Value Fund — 88.28%, Global Value Fund — 75.00%, Value Opportunities Fund — 36.40%, Capital Income Fund — 43.35%, High Yield Fund — 4.54%. Shareholders should consult their tax advisors.

For the year ended June 30, 2015, the Global Value Fund earned foreign source income of $90,296 and paid foreign taxes of $5,404, which it intends to pass through to shareholders pursuant to Section 853 of the Internal Revenue Code.

Additional Information Applicable to Foreign Shareholders Only. For the year ended June 30, 2015, the Funds designate the following percentages of ordinary distributions paid as interest-related dividends under Internal Revenue Code Section 871(k)(1)(c): Diversified Value Fund — 0.02%, Large Cap Value Fund — 0.02%, Mid-Cap Value Fund — 0.05%, Small Cap Value Fund — 0.02%, Small Cap Diversified Value Fund — 0.02%, Global Value Fund — 0.01%, Value Opportunities Fund — 8.15%, Capital Income Fund — 41.64%, High Yield Fund — 85.03%. For the year ended June 30, 2015, the following percentages of ordinary income distributions paid are designated as short-term capital gain distributions under Internal Revenue Code Section 871(k)(2)(c): Diversified Value Fund — 0.00%, Large Cap Value Fund — 0.00%, Mid-Cap Value Fund — 62.52%, Small Cap Value Fund — 92.12%, Small Cap Diversified Value Fund — 76.62%, Global Value Fund — 39.97%, Value Opportunities Fund — 56.43%, Capital Income Fund — 13.25%, High Yield Fund — 2.13%.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
of Hotchkis & Wiley Funds

We have audited the accompanying statements of assets & liabilities, including the schedules of investments of Hotchkis & Wiley Funds (the "Funds") comprising the Diversified Value Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund, Value Opportunities Fund, Capital Income Fund, and High Yield Fund, as of June 30, 2015, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended (as to the Small Cap Diversified Value Fund, which is for the year from June 30, 2014 (commencement of operations) through June 30, 2015). These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended June 30, 2012 were audited by other auditors whose report, dated August 22, 2012, expressed an unqualified opinion on those statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of June 30, 2015, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the 2015 financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of June 30, 2015, the results of their operations for the year then ended, and the changes in their net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended (as to the Small Cap Diversified Value Fund, which is for the year from June 30, 2014 (commencement of operations) through June 30, 2015), in conformity with accounting principles generally accepted in the United States of America.

Costa Mesa, California
August 20, 2015

Fund Expense Examples (Unaudited)

As a mutual fund shareholder, you incur two types of costs: (1) transaction costs such as initial sales charges (loads) on purchase payments and contingent deferred sales charges and redemption fees on redemptions and (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period (January 1, 2015 – June 30, 2015).

The table below illustrates the Funds' costs in two ways:

Based on actual fund returns. This section provides information about actual account values and actual expenses. You may use the information in this section, 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 section under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Based on hypothetical 5% yearly returns. This section provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds' 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 Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the 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). Therefore, the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

	Based on Actual Fund Returns						Based on Hypothetical 5% Yearly Returns
	Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During Period* 1/1/15 - 6/30/15		Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During Period* 1/1/15 - 6/30/15		Annualized Expense Ratio
Diversified Value Fund
Class I	$	1,000.00	$	1,015.30	$	4.75	$	1,000.00	$	1,020.08	$	4.76		0.95	%
Class A		1,000.00		1,014.70		5.99		1,000.00		1,018.84		6.01		1.20
Class C		1,000.00		1,010.30		9.72		1,000.00		1,015.12		9.74		1.95
Large Cap Value Fund
Class I		1,000.00		1,008.90		4.93		1,000.00		1,019.89		4.96		0.99
Class A		1,000.00		1,007.80		6.17		1,000.00		1,018.65		6.21		1.24
Class C		1,000.00		1,004.20		9.89		1,000.00		1,014.93		9.94		1.99
Class R		1,000.00		1,006.30		7.41		1,000.00		1,017.41		7.45		1.49
Mid-Cap Value Fund
Class I		1,000.00		984.20		4.87		1,000.00		1,019.89		4.96		0.99
Class A		1,000.00		983.00		6.10		1,000.00		1,018.65		6.21		1.24
Class C		1,000.00		979.20		9.77		1,000.00		1,014.93		9.94		1.99
Class R		1,000.00		981.60		7.32		1,000.00		1,017.41		7.45		1.49
Small Cap Value Fund
Class I		1,000.00		1,017.80		5.70		1,000.00		1,019.14		5.71		1.14
Class A		1,000.00		1,016.40		6.95		1,000.00		1,017.90		6.95		1.39
Class C		1,000.00		1,012.70		10.68		1,000.00		1,014.18		10.69		2.14
Small Cap Diversified Value Fund
Class I		1,000.00		1,002.00		6.20		1,000.00		1,018.60		6.26		1.25
Class A		1,000.00		1,002.00		7.45		1,000.00		1,017.36		7.50		1.50
Global Value Fund
Class I		1,000.00		1,017.10		5.50		1,000.00		1,019.34		5.51		1.10
Class A		1,000.00		1,016.20		6.75		1,000.00		1,018.10		6.76		1.35
Value Opportunities Fund
Class I		1,000.00		1,050.10		4.98		1,000.00		1,019.93		4.91		0.98
Class A		1,000.00		1,048.60		6.25		1,000.00		1,018.70		6.16		1.23
Class C		1,000.00		1,045.00		10.04		1,000.00		1,014.98		9.89		1.98

Fund Expense Examples (Unaudited)

	Based on Actual Fund Returns						Based on Hypothetical 5% Yearly Returns
	Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During Period* 1/1/15 - 6/30/15		Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During Period* 1/1/15 - 6/30/15		Annualized Expense Ratio
Capital Income Fund
Class I	$	1,000.00	$	1,007.20	$	3.98	$	1,000.00	$	1,020.83	$	4.01		0.80	%
Class A		1,000.00		1,008.10		5.23		1,000.00		1,019.59		5.26		1.05
High Yield Fund
Class I		1,000.00		1,038.30		3.54		1,000.00		1,021.32		3.51		0.70
Class A		1,000.00		1,036.20		4.80		1,000.00		1,020.08		4.76		0.95
Class C		1,000.00		1,033.20		8.57		1,000.00		1,016.36		8.50		1.70

* Expenses are equal to the Funds' annualized expense ratio by class multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by the number of days in the most recent fiscal year (365).

Board Considerations in Approving Continuation of Investment Advisory Agreements (Unaudited)

Background and Approval Process. Hotchkis and Wiley Capital Management, LLC (the "Advisor") serves as investment adviser to the Hotchkis and Wiley Diversified Value Fund, the Hotchkis and Wiley Large Cap Value Fund, the Hotchkis and Wiley Mid-Cap Value Fund, the Hotchkis and Wiley Small Cap Value Fund, the Hotchkis and Wiley Global Value Fund, the Hotchkis and Wiley Value Opportunities Fund, the Hotchkis and Wiley Capital Income Fund and the Hotchkis and Wiley High Yield Fund (each a "Fund" and collectively, the "Funds") pursuant to separate investment advisory agreements (the "Advisory Agreements") with the Hotchkis and Wiley Funds (the "Trust"). The Advisory Agreements were initially approved by the Board of Trustees at the inception of each Fund for two-year terms. The Advisory Agreements continue thereafter if approved annually by the Trustees, including a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Trust (the "Independent Trustees"), by a vote cast in person at a meeting called for the purpose of voting on the Advisory Agreements. The Advisory Agreements for each Fund were most recently considered by the Board at a meeting held in May 2015.

As part of the annual contract review process, the Independent Trustees, through their independent legal counsel, requested and received extensive materials, including information relating to (i) the nature, extent and quality of services provided by the Advisor, including compliance with legal requirements, (ii) short-term and longer-term performance of each Fund relative to peer groups and market indices, (iii) the costs of the services provided and the Advisor's profitability with respect to the management of each Fund, (iv) the extent to which the Advisor has in the past or is likely in the future to experience economies of scale in connection with the investment advisory services it provides to each Fund, (v) the expense ratios of each Fund as compared with the expense ratios of funds in its peer group and (vi) any benefits to the Advisor and its affiliates from its relationship with the Funds. The Independent Trustees also requested and received information specifically related to the Advisor's risk controls and risk evaluation process, including information on how the Advisor addresses portfolio volatility. The Independent Trustees noted that the information provided by the Advisor was thorough and responsive to their request. The information provided in response to their request supplemented information received by the Board throughout the year, both in writing and in meetings, regarding the Funds, including Fund performance, expense ratios, portfolio composition and regulatory compliance. The Independent Trustees also held a conference call with their independent legal counsel in April 2015 to review the materials provided by the Advisor and reviewed and discussed a legal memorandum regarding, among other things, the duties of directors/trustees under the 1940 Act and relevant state law in reviewing and approving investment advisory contracts. The Independent Trustees, through their independent legal counsel, then provided follow-up questions to the Advisor to which they received responses in advance of the May Board meeting.

At the May Board meeting, representatives of the Advisor discussed certain responses with the Trustees and responded to their further questions. The Trustees considered the factors set out in case law and identified by the Securities and Exchange Commission as most relevant in considering the renewal of investment advisory agreements. The Trustees considered these and other factors, as summarized in more detail below, and concluded that the terms of each Advisory Agreement are fair and reasonable and the continuance of each Agreement is in the best interests of the applicable Fund.

Nature, Extent and Quality of Services. As part of the Board's decision-making process, the Trustees noted that the Advisor and its predecessors have managed the Funds and their predecessors since their inception, and the Trustees believe that a long-term relationship with a capable, conscientious investment adviser is in the best interests of the Funds. The Board also considered that shareholders invest in a Fund specifically seeking the Advisor's investment expertise and style. The Board also noted that when shareholders invest in a Fund, they know the advisory fee that is paid by the Fund. In this connection, the Trustees considered, in particular, whether each Fund is managed in accordance with its investment objective and policies as disclosed to shareholders. The Trustees concluded that each Fund is managed consistent with its investment objective and policies.

The Trustees reviewed information regarding various services provided by the Advisor to the Funds, including an organizational chart and background information on personnel performing such services. The Trustees also reviewed each Fund's performance and information regarding the Advisor's investment program, which is driven by team-oriented, in-depth, fundamental research. The Trustees considered the depth and quality of the Advisor's investment process, the low turnover rates of the Advisor's key personnel, the overall stability of the Advisor's organization, and the experience, capability and integrity of its senior management. The Trustees considered the portfolio managers' significant investments in the Funds. The Trustees reviewed the Trust's compliance program and the Advisor's commitment to a rigorous compliance effort and the resultant compliance by the Funds and the Advisor with legal requirements.

The Trustees also considered other non-advisory services provided to the Funds, such as the services of Advisor employees as Trust officers and other personnel provided that are necessary for Fund operations. The Trustees particularly noted that the services of the Trust's Chief Compliance Officer are provided to the Funds at no cost to the Funds. The Trustees noted that the Advisor organizes Board meetings and the preparation of Board meeting materials, and those Advisor employees serving as Trust officers oversee and manage the other Fund service providers.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided (and expected to be provided) to each Fund under its Advisory Agreement were of a high level and were very satisfactory.

Investment Performance of the Funds and the Advisor. The Trustees noted that they review data on the short-term and longer-term performance of the Funds in connection with each quarterly Board meeting. For the contract review meeting, the Trustees reviewed a report prepared by the Trust's administrator (the "Report") using information compiled from Morningstar, Inc., an independent provider of data to mutual fund boards, that compared the performance of Class I shares of each Fund to that of a small group of funds that are similar primarily in terms of investment style (each, a "Peer Group"), for periods ended December 31, 2014. The Peer Groups were selected by the Advisor based on its criteria to determine an appropriate group of competitor funds, and data regarding performance of the Peer Group funds also is provided at each quarterly Board meeting. The Trustees also considered performance information through March 2015 that was provided by the Advisor.

The Board considered the performance information for each Fund for applicable periods up to 10 years. The Board noted that all Funds outperformed their Peer Group median for the 1- and 3-year periods ended December 31, 2014, except for the Global Value Fund (with an inception date of December 31, 2012), which significantly outperformed its Peer Group median for the 1-year period, and the High Yield Fund, which underperformed its Peer Group median for the 1-year period and outperformed its Peer Group median for the 3-year period. The Board noted that every Fund with 5 years

of performance also outperformed the median of its Peer Group — often significantly — for that period, and for those Funds with at least 10 years of performance, that the Mid Cap Value Fund, Small Cap Value Fund and Value Opportunities Fund each outperformed its Peer Group median for the 10-year period, while the Diversified Value Fund and the Large Cap Value Fund each underperformed its Peer Group median for the 10-year period. The Board also considered the Advisor's supplemental report for periods through March 31, 2015, but focused more on longer-term than short-term performance of the Funds versus their Peer Groups. In addition, the Board considered data from the Report and the Advisor's supplemental report comparing each Fund's performance to that of its benchmark index(es). The Trustees noted that all Funds underperformed their benchmark index(es) for the 1-year period ended March 31, 2015 covered in the Advisor's supplemental report on performance, including the Capital Income Fund, which underperformed its blended benchmark comprised of the BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index and the Standard & Poor's 500^® Index, but that each Fund with 3 years of performance as of March 31, 2015 (i.e., all but the Global Value Fund) outperformed its benchmark index(es) for the 3-year period, including the Capital Income Fund, based on its blended benchmark, and that the Global Value Fund outperformed its benchmark index for the since-inception period ended March 31, 2015. The Independent Trustees reviewed with the Advisor the reasons for the historical variability in performance, congratulated the Advisor for the Funds' continued strong performance, and encouraged the Advisor to continue to adapt its risk assessment approach in an effort to appropriately consider the impact of volatility in Fund performance going forward.

Fees, Expenses and Profitability. The Trustees reviewed expense data compiled from Lipper Inc., another independent provider of mutual fund data, contained in the Report and information provided by the Advisor in the supplemental report regarding the Funds' advisory fees and expense ratios, including information regarding any expense caps for the Funds. The Trustees reviewed data in the Report showing how the Funds' advisory fees and expense ratios compared to those of their respective Peer Groups. Since some Peer Group funds' advisory contracts include administration services, the Report included administration fees with advisory fees for comparability. The Trustees also reviewed information provided by the Advisor on advisory fees charged by the Advisor for subadvisory services it provides to other mutual funds and advisory fees it charges to its separate account clients with investment objectives and policies similar to those of the Funds. The Trustees considered a list of the many additional functions performed for the Funds that the Advisor does not perform for its separate account and subadvisory clients. The Trustees noted that even though the Funds require more services and have higher costs, and even though it is generally acknowledged that managing mutual funds subjects an investment adviser to more legal and regulatory risk than is the case with separate accounts, the fees charged to three of the Funds (the Small Cap Value Fund, the Global Value Fund and the Value Opportunities Fund) are the same as or lower than the Advisor's current standard fee schedules for its separate account clients.

With respect to the advisory fee for each Fund, the Trustees noted that the Report showed that the Diversified Value, Large Cap Value and Mid-Cap Value Funds' net advisory fees (including administration fees) were higher than their Peer Group median, and that the Small Cap Value, Value Opportunities, Capital Income and High Yield Funds' net advisory fees (including administration fees) were lower than their Peer Group medians, and noted that administration fees are not paid to the Advisor but to an unaffiliated entity. The Board noted that the Global Value Fund's net advisory fees (including administration fees) were negative due to fee waivers. The Trustees noted that the Advisor had agreed to add breakpoints to the fee schedule for the Diversified Value, Large Cap Value and Mid-Cap Value Funds effective January 1, 2007, but that lower asset levels in recent years, including 2014, meant that the breakpoints did not have an impact on the advisory fees. They noted that the Advisor uses a research-intensive process where other firms, including those advising Peer Funds, might use investment processes that are less research-intensive. With respect to the expense ratios for the Funds, the Trustees noted that the Report showed that the Diversified Value, Large Cap Value, Mid-Cap Value and Global Value Funds' net expense ratios were higher than the median of their Peer Groups, that the Small Cap Value, Value Opportunities and High Yield Funds' net expense ratios were lower than the median of their Peer Groups, and that the Capital Income Fund's net expense ratio was the same as the median for its Peer Group. The Trustees noted the quality of the Advisor's investment process and concluded that the advisory fee and expense ratios were fair and reasonable for each Fund.

The Trustees reviewed information concerning the estimated profitability to the Advisor of the Advisory Agreements, including information regarding the methodology for allocating expenses. The Trustees reviewed data regarding the Advisor's variable expenses and fixed expenses. The Trustees considered that in 2014, as in recent prior years, the Advisor had absorbed costs above expense caps for certain of the Funds for which it would not be reimbursed. The Board noted that the Advisor has agreed to continue the expense caps through at least October 31, 2016, and that annualized expense ratios continue to be above the expense caps for the Diversified Value, Global Value, Capital Income and High Yield Funds. The Trustees also recognized that individual fund or product line profitability of other advisers is generally not publicly available, and that profitability may be affected by numerous factors, so that the comparability of profitability among advisory firms is limited. The Trustees noted the importance of the Advisor's profitability — which is derived solely from investment management fees — in maintaining its entrepreneurial environment in a private, primarily employee-owned structure. They noted that the Advisor's compensation/profit structure facilitates retention of its management and investment professionals. They also noted that from time to time the Advisor had voluntarily limited growth of assets by closing certain Funds to new investors, and that currently the Mid-Cap Value and Small Cap Value Funds have limited availability for purchase. The Trustees noted that closing Funds was financially disadvantageous to the Advisor, and illustrated a commitment to act in the best interests of Fund shareholders. The Trustees concluded that the level of estimated profitability to the Advisor under the Advisory Agreements appeared to be not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees considered information regarding the investment, compliance and client service personnel who have been hired by the Advisor over the past few years, and the increase in technology spending. The Trustees concluded that the Funds' shareholders share in the additional services, investment in talented employees and capital improvements provided by the Advisor without an increase in advisory fees. The Trustees also noted that the addition of breakpoints to the Diversified Value, Large Cap Value and Mid-Cap Value Funds has in the past enabled, and may in the future enable, shareholders to share in economies of scale.

Indirect Benefits to the Advisor from its Relationship to the Funds. The Trustees considered information regarding any indirect benefits to the Advisor that could be identified from its relationship to the Funds. In particular, the Trustees considered any benefits from soft dollar arrangements. The Trustees noted that, while the Advisor had not historically used the Funds' commissions to pay for research, other than for proprietary research from brokers that was "bundled" with the commission cost, beginning in May 2011, the Board granted to the Advisor the ability to use commission sharing arrangements that would permit the Advisor to pay for third-party research with the equity Funds' soft dollars. The Trustees considered that the bundled research services and the use of commission sharing arrangements provides valuable information or service to the investment research process,

which benefits the Funds (as well as the Advisor's other clients). The Trustees noted that the ability to use the Funds' soft dollars to obtain third-party research is a fallout benefit to the Advisor. The Trustees also noted that the commissions paid by the Funds are generally quite low and that the Advisor believes that the use of commission sharing arrangements to obtain research for the Funds does not affect best execution, and that the Funds bear no additional costs as a result of these arrangements.

* * * *

Based on their review, including their consideration of each of the factors referred to above, the Trustees, including all of the Independent Trustees, concluded that the terms of each Advisory Agreement are fair and reasonable and that the renewal of each Agreement is in the best interests of each Fund. No single factor was determinative in the Board's analysis.

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Management (Unaudited)

INDEPENDENT TRUSTEES

Name and Year of Birth

Position
Held with
the Trust

Term of
Office* and
Length of
Time Served

Principal Occupation(s) During
Past Five Years

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

Other
Directorships
Held by Trustee
During Past
Five Years

Randall H. Breitenbach
(born 1960)

Trustee^(a)

Since 2001

Non-Executive Director and Vice Chairman, BreitBurn Energy Partners, L.P. (2012 — present); Co-Founder, Director and CEO, Pacific Coast Energy Company, LP and President, BreitBurn Energy Partners, L.P. (1988 — 2012); Chairman Emeritus, Finance Committee, Stanford University PIC Endowment (1999 — present).

Nine

BreitBurn Energy Partners, L.P.; Pacific Coast Energy Company, LP

Robert L. Burch III
(born 1934)

Trustee

Since 2001

Senior Partner, A.W. Jones Co. (investments) (1984 — present); Chairman, Jonathan Mfg. Corp. (slide manufacturing) (1977 — 2004).

Nine

None

Alejandra C. Edwards, Ph.D.
(born 1954)

Trustee

Since 2007

California State University — Long Beach: Professor of Economics (1994 — present); Associate Chair Economics (2001 — 2012); Graduate Advisor Economics (2000 — 2012).

Nine

None

Marcy Elkind, Ph.D.
(born 1947)

Trustee

Since 2005

President, Elkind Economics, Inc. (1980 — present).

Nine

None

Robert Fitzgerald
(born 1952)

Trustee^(b)

Since 2005

Chief Financial Officer of National Retirement Partners, Inc. (2005 — 2007); Executive Vice President and Chief Financial Officer of PIMCO Advisors L.P. (1995 — 2001).

Nine

Independent Trustee, Brandes Investment Trust (9 portfolios); Director, College Savings Bank.

John A.G. Gavin
(born 1931)

Trustee
Chairman

Since 2001
Since 2007

Chairman, Gamma Holdings (international capital and consulting) (1968 — present); Senior Counselor, Hicks Holdings (private equity investment firm) (2001 — 2013); U.S. Ambassador to Mexico (1981 — 1986).

Nine

Independent Trustee: TCW Strategic Income Fund, Inc. (1 portfolio); TCW Funds, Inc. (27 portfolios); Causeway Capital Management Trust (5 portfolios) (2001 — 2013).

Donald Morrison, Ph.D.
(born 1939)

Trustee

Since 2007

The William E. Leonhard Professor in the Anderson Graduate School of Management at the University of California, Los Angeles (1988 — present).

Nine

None

* Each Independent Trustee serves until his or her successor is elected and qualified or until his or her death or resignation or removal as provided in the Trust's Agreement and Declaration of Trust.

^(a) Chairman of the Nominating and Governance Committee.

^(b) Chairman of the Audit Committee.

INTERESTED TRUSTEE

Name and Year of Birth

Position
Held with
the Trust

Term of
Office** and
Length of
Time Served

Principal Occupation(s) During
Past Five Years

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

Other
Directorships
Held by Trustee
During Past
Five Years

George H. Davis, Jr.*
(born 1961)

Trustee

Since 2007

Chief Executive Officer and Portfolio Manager of Hotchkis & Wiley Capital Management, LLC (the "Advisor") (2001 — present).

Nine

None

* Mr. Davis is an "interested person," as defined in the 1940 Act, of the Trust based on his position as Chief Executive Officer and Portfolio Manager of the Advisor.

** As Trustee, Mr. Davis serves until his successor is elected and qualified or until his death or resignation or removal as provided in the Trust's Agreement and Declaration of Trust.

OFFICERS

Name and Year of Birth

Position
Held with
the Trust

Term of
Office* and
Length of
Time Served

Principal Occupation(s) During Past Five Years

Anna Marie Lopez
(born 1967)

President

Since 2007

Chief Operating Officer of the Advisor (2007 — present).

Mark McMahon
(born 1968)

Vice President and Secretary

Since 2006

Managing Director, Mutual Fund Operations of the Advisor (2006 — present).

James Menvielle
(born 1972)

Vice President and Treasurer

Since 2007

Chief Financial Officer of the Advisor (2006 — present).

Tina Kodama
(born 1968)

Vice President and Chief Compliance Officer

Since 2007

Chief Compliance Officer of the Advisor (2007 — present).

* Each officer is appointed by and serves at the pleasure of the Board of Trustees of the Trust.

The Statement of Additional Information includes additional information about the Trust's Trustees and officers, and is available without charge upon request by calling the transfer agent at 1-866-HW-FUNDS (1-866-493-8637). The address for all Trustees and officers of the Trust is c/o Hotchkis & Wiley Capital Management, LLC, 725 South Figueroa Street, 39th Floor, Los Angeles, CA 90017, attention: Trust Secretary.

Privacy Policy

The Hotchkis & Wiley Funds and Hotchkis & Wiley Capital Management, LLC value our relationship with our clients as our most important asset. We are committed to safeguarding our clients' confidential non-public personal information. Our privacy policy outlines the steps we take to protect our clients' personal information.

We collect non-public personal information about you from the following sources in the normal course of business to serve you better:

• Information we receive about you on applications, questionnaires or other forms;

• Information you give us orally or on written or electronic correspondence;

• Information about your transactions with us, financial intermediaries, or others;

• Information received from your custodian, consultant, attorneys, or others; and

• Information provided and captured on our website, including any information captured on our website through the use of "cookies".

We do not sell your personal information to anyone, nor do we disclose your personal information to unaffiliated third parties without the client's authorization, except to your authorized representatives (including your consultant, attorney or accountant). We may disclose your personal information to financial intermediaries (such as broker-dealers and custodians) only as permitted by law and only as necessary for us to provide agreed services and products. We may also disclose your personal information to other service providers with whom we have business arrangements to help administrate our business. These service providers are bound by law or by contract to use your information only for the services for which we hired them, and are not permitted to use or share this information for any other purpose. In limited circumstances, we may disclose your personal information as required by law or in response to inquires from governmental authorities.

We limit access to your personal information, as much as possible, to those employees who need to know that information to provide products and services to you. We also maintain physical, electronic and procedural safeguards to guard the privacy of your nonpublic personal information.

We apply this policy to current and former clients.

This page is not part of the annual report.

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Information about the Funds

ADVISOR

Hotchkis & Wiley Capital Management, LLC
725 South Figueroa Street, 39th Floor
Los Angeles, California 90017

LEGAL COUNSEL

Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626

DISTRIBUTOR

Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

ADMINISTRATOR AND TRANSFER AGENT

U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

CUSTODIAN

Brown Brothers Harriman & Co.
50 Post Office Square
Boston, Massachusetts 02110

This report is for the information of shareholders of the Hotchkis & Wiley Funds, but may also be used as sales literature when preceded or accompanied by a current prospectus, which gives details about charges, expenses, investment objectives and operating policies of the Funds.

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is included in the Statement of Additional Information, which is available without charge, upon request, by calling 1-866-HW-FUNDS (1-866-493-8637) and on the Securities and Exchange Commission's ("SEC") website at http://www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Funds' website at www.hwcm.com and on the SEC's website at http://www.sec.gov.

Hotchkis & Wiley Funds files a 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 free of charge on the SEC's website at http://www.sec.gov. You may also review or, for a fee, copy the forms at the SEC's Public Reference Room in Washington, D.C. (1-800-SEC-0330). The Forms N-Q are also available on the Funds' website at www.hwcm.com.

725 SOUTH FIGUEROA STREET, 39th Floor
LOS ANGELES, CALIFORNIA 90017-5439
www.hwcm.com
1.866.HW.FUNDS (1.866.493.8637)

CODE #HWF-AR-0615-0815

JUNE 30, 2015

ANNUAL REPORT

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the code of ethics is available without charge, upon request, by calling toll-free at 1-800-796-5606.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees (the “Board”) has determined that Robert Fitzgerald, a member of the registrant’s Audit Committee, is an “audit committee financial expert” and “independent,” as such terms are defined in this Item. This designation will not increase the designee’s duties, obligations or liability as compared to his duties, obligations and liability as a member of the Audit Committee and of the Board; nor will it reduce the responsibility of the other Audit Committee members. The Board believes each member of the Audit Committee contributes significantly to the effective oversight of the registrant’s financial statements and condition.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The principal accountant did not provide any other services. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

	FYE 6/30/2015		FYE 6/30/2014
Audit Fees	$	189,600	$	168,000
Audit-Related Fees	$	0	$	0
Tax Fees	$	64,370	$	52,800
All Other Fees	$	0	$	0

The registrant’s Audit Committee (the “Committee”) has adopted policies and procedures with regard to the pre-approval of services. The Committee shall pre-approve any engagements of the independent auditors to provide any non-prohibited services to the registrant, including the fees and other compensation to be paid to the independent auditors. The Chairman of the Committee may grant the pre-approval of services to the registrant for non-prohibited services for engagements of less than $5,000. The Committee shall also pre-approve any engagement of the independent auditors, including the fees and other compensation to be paid to the independent auditors, to provide any non-audit services to the Advisor (or any “control affiliate” of the Advisor providing ongoing services to the registrant), if the engagement relates directly to the operations and financial reporting of the registrant. The Chairman of

the Committee may grant the pre-approval for non-prohibited services to the Advisor for engagements of less than $5,000. All such delegated pre-approvals shall be presented to the Committee no later than the next Committee meeting.

The percentage of fees billed by Deloitte & Touche LLP applicable to non-audit services pursuant to waiver of the pre-approval requirement were as follows:

	FYE 6/30/2015		FYE 6/30/2014
Audit-Related Fees	0	%	0	%
Tax Fees	0	%	0	%
All Other Fees	0	%	0	%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser for the last two years. The registrant’s accountant did not provide any non-audit services to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser. Therefore, the Committee was not required to consider whether the provision of non-audit services by the accountant would compromise the principal accountant’s independence.

Non-Audit Related Fees	FYE 6/30/2015		FYE 6/30/2014
Registrant	$	64,370	$	52,800
Registrant’s Investment Adviser	$	0	$	0

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

The identification and recommendation of individuals for Board membership is the responsibility of the Nominating and Governance Committee. Shareholders may submit suggestions for candidates by forwarding their correspondence by U.S. mail or other courier service to the registrant’s Secretary for the attention of the Chairman of the Nominating and Governance Committee, 725 South Figueroa Street, 39th Floor, Los Angeles, CA 90017-5439.

Item 11. Controls and Procedures.

(a) The registrant’s President / Principal Executive Officer and Treasurer / Principal Financial Officer have reviewed the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the registrant and by the registrant’s service provider.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a) (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Available without charge, upon request, by calling toll-free at 1-800-796-5606.

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

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.

(Registrant)	Hotchkis & Wiley Funds

By (Signature and Title)		/s/ Anna Marie Lopez
Anna Marie Lopez, President / Principal Executive Officer

Date	August 27, 2015

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 (Signature and Title)		/s/ Anna Marie Lopez
Anna Marie Lopez, President / Principal Executive Officer

Date	August 27, 2015

By (Signature and Title)		/s/ James Menvielle
James Menvielle, Treasurer / Principal Financial Officer

Date	August 27, 2015

Hotchkis & Wiley Funds N-CSRCertified annual shareholder report (management investment company)