Hotchkis & Wiley Funds NCSRS Certified semi-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: Maureen A. Miller, Esq. Joseph M. Mannon, Esq. Vedder Price P.C. 222 North LaSalle Street, 26th Floor Chicago, IL 60601
(Counsel for the registrant)

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

Date of fiscal year end:	June 30, 2017

Date of reporting period:		July 1, 2016 - December 31, 2016

Item 1. Reports to Stockholders.

Hotchkis & Wiley Funds

Semi-annual Report

DECEMBER 31, 2016

DIVERSIFIED VALUE FUND

LARGE CAP VALUE FUND

MID-CAP VALUE FUND

SMALL CAP VALUE FUND

SMALL CAP DIVERSIFIED VALUE FUND

GLOBAL VALUE FUND

INTERNATIONAL VALUE FUND

VALUE OPPORTUNITIES FUND

CAPITAL INCOME FUND

HIGH YIELD FUND

TABLE OF CONTENTS

SHAREHOLDER LETTER					1
FUND INFORMATION					4
FUND PERFORMANCE DATA					6
SCHEDULE OF INVESTMENTS:
DIVERSIFIED VALUE FUND					16
LARGE CAP VALUE FUND					18
MID-CAP VALUE FUND					20
SMALL CAP VALUE FUND					22
SMALL CAP DIVERSIFIED VALUE FUND					25
GLOBAL VALUE FUND					32
INTERNATIONAL VALUE FUND					34
VALUE OPPORTUNITIES FUND					36
CAPITAL INCOME FUND					40
HIGH YIELD FUND					47
STATEMENTS OF ASSETS & LIABILITIES					54
STATEMENTS OF OPERATIONS					56
STATEMENTS OF CHANGES IN NET ASSETS					58
FINANCIAL HIGHLIGHTS					63
NOTES TO THE FINANCIAL STATEMENTS					68
FUND EXPENSE EXAMPLES					80
INFORMATION ABOUT THE FUNDS					BACK COVER

DEAR SHAREHOLDER:

The following investment review and shareholder report relates to the activities of the Hotchkis & Wiley Funds for the six months ended December 31, 2016.

OVERVIEW

In the six months ended December 31, 2016, the S&P 500^® Index returned +7.8%, the Russell Developed Index returned +7.6%, and the BofA Merrill Lynch US High Yield Index returned +7.5%.

Until recently, equity investors had favored real estate investment trusts (REITs), consumer staples, regulated utilities, and other market segments with relatively stable revenue streams and high dividend payout ratios. Many market participants, searching for yield in a low interest rate environment seemed to view these stocks as bond surrogates due to these attributes. The global market viewed these stocks as bond surrogates, particularly because of the low interest rate environments in major developed economies. Our opinion has been that these sectors were bid up to excessive valuation levels; stable businesses make for risky investments if you have to overpay relative to the intrinsic value of the enterprise. In contrast, stocks of companies with more cyclical businesses were shunned irrespective of valuation; hence, this is where we identified the most compelling risk-adjusted return opportunities across the market cap spectrum and across geographies. Value dislocations eventually revert to reflect underlying economic fundamentals. We observed the beginnings of such a reversion in the latter half of 2016, as the large dislocation between perceived bond proxies and cyclical companies narrowed. While the value reversion was large, so was the initial dislocation; as a result, we believe that value spreads remain wider than average today.

Over the long-term, a company's earnings power and associated intrinsic value are the dominant drivers of stock performance. In the short-term, changes in market sentiment can drive stock performance as macroeconomic factors, geopolitical issues, or other major events can cause investors to become skittish or greedy. As we look to 2017 and beyond, we maintain our unwavering commitment to the time-tested principles of long-term fundamental value investing and prudent risk management.

In credit markets, lower rated bonds performed best over the six months, with the CCC & below cohort up an impressive +17%. Many of these were energy credits; energy was the top-performing sector over the period, outperforming the broad market by more than 5 percentage points. High yield spreads tightened by about 200 basis points since June 30th, closing 2016 at 422 basis points. The high yield market's (BofA Merrill Lynch US High Yield Index) historical median spread is about 500 basis points, so the current market is tighter than average. While not ideal, a tighter-than-average market can be rationalized considering the benign default rate outlook. Commodity-related sectors have been cleansed and default activity has slowed to a crawl. With the weakest energy credits already restructured and oil prices up from depressed levels, commodity sectors appear to be on more solid footing. While individual opportunities remain for diligent active credit pickers, spreads for commodity sectors have fully converged with the rest of the market — a rather astonishing feat considering that early in 2016 commodity sector spreads were about 1,000 basis points wider than the rest of the market. Meanwhile, defaults have been essentially non-existent outside commodity sectors, persisting at less than 1% for more than a year.

Overall, the high yield market has been well-behaved which at least partially explains why valuations are slightly less compelling than historical averages. Leverage remains in check, maturities are termed out well, leveraged buy out (LBO) activity is contained, and low rated new issuance is at the lowest level in more than a decade. Considering that revenue and earnings have shown signs of improvement it is unsurprising that defaults are on the mend. Also, while much of the high yield market is fairly valued, opportunities exist for active managers.

HOTCHKIS & WILEY DIVERSIFIED VALUE FUND

The Fund's Class I shares had a total return of +19.02% for the six month period ended December 31, 2016 compared to the Russell 1000^® Value Index return of +10.39%.

The Fund's Class I shares outperformed the Russell 1000^® Value Index over the six month period. At the beginning of the period, about 33% of the portfolio was invested in stocks that traded at a discount to book value compared to about 13% for the index. This helped relative performance as this group outperformed the rest of the market by a considerable margin. Positive stock selection in financials was a large performance contributor as well, as the portfolio's aggregate exposure to banks and capital markets companies each returned more than +50%. The overweight exposure to financials and underweight exposures to consumer staples and real estate also helped performance. On the negative side, stock selection in utilities, telecommunication services, and information technology were modest detractors. The five largest individual positive contributors to relative performance over the six month period were Bank of America, Citizens Financial, Citigroup, Morgan Stanley, and AIG; the largest detractors were Calpine, Ericsson, Vodafone, GlaxoSmithKline, and Oracle.

HOTCHKIS & WILEY LARGE CAP VALUE FUND

The Fund's Class I shares had a total return of +16.95% for the six month period ended December 31, 2016, compared to the Russell 1000^® Value Index return of +10.39%.

Over the six month period ended December 31, 2016, the Fund's Class I shares outperformed the Russell 1000^® Value Index. Positive stock selection in financials was a major performance contributor over the period, led by banks and capital markets — both industries returned more than +50% in aggregate over the six month period for the Fund. The underweight allocation to consumer staples and real estate also helped relative performance along with the overweight allocation to financials. Stocks trading at a discount to book value outperformed the broad market significantly in the period; at the beginning of the period, about 33% of the Fund was invested in such stocks compared to about 13% for the Russell 1000^® Value Index, which helped relative performance. Stock selection in utilities, telecommunication services, and information technology detracted from performance over the six months. The largest individual contributors to the positive relative performance over the period were Bank of America, Citizens Financial, Citigroup, State Street, and AIG; the largest detractors were Calpine, Vodafone, Ericsson, Oracle, and GlaxoSmithKline.

HOTCHKIS & WILEY MID-CAP VALUE FUND

The Fund's Class I shares had a total return of +23.93% for the six month period ended December 31, 2016, compared to the Russell Midcap^® Value Index return of +10.22%.

The Fund's Class I shares outperformed the Russell Midcap^® Value Index in the six month period ended December 31, 2016. Six months ago, nearly 40% of the Fund was invested in stocks trading at a discount to book value compared to about 12% for the index, which helped relative performance as deeply discounted stocks outperformed the rest of the market substantially. Positive stock selection in industrials, financials, and real estate were notable performance contributors. The overweight allocation to financials and information technology along with the underweight allocation to real estate also helped. Stock selection in utilities and health care detracted from performance. The five largest individual contributors to the positive relative performance were Navistar, Citizens Financial, Regions Financial, Popular, and Whiting Petroleum; the largest individual detractors were Calpine, NRG Energy, Royal Mail, Ericsson, and Bed Bath & Beyond.

HOTCHKIS & WILEY SMALL CAP VALUE FUND

The Fund's Class I shares had a total return of +27.41% for the six month period ended December 31, 2016, compared to the Russell 2000^® Value Index return of +24.19%.

The Fund's Class I shares outperformed the Russell 2000^® Value Index over the six month period ended December 31, 2016. Positive stock selection was the primary driver of outperformance, led by the consumer discretionary, real estate, financials, and information technology sectors. The overweight exposure to industrials along with the underweight exposure to real estate and utilities also helped relative performance. The five largest individual positive contributors to relative performance over the six month period were Rush Enterprises, EnPro Industries, KeyCorp, ARRIS International, and Popular; the five largest detractors were LifePoint, Real Industry, Great Plains Energy, Masonite International, and NRG Energy.

HOTCHKIS & WILEY SMALL CAP DIVERSIFIED VALUE FUND

The Fund's Class I shares had a total return of +29.17% for the six month period ended December 31, 2016, compared to the Russell 2000^® Value Index return of +24.19%.

Over the six month period ended December 31, 2016, the Fund's Class I shares outperformed the Russell 2000^® Value Index. Stock selection was positive in 8 of the 11 GICS^® sectors over the period, and was particularly strong in real estate, consumer discretionary, and energy. The underweight allocation to real estate and utilities, along with the overweight allocation to energy helped relative performance as well. The Fund was overweight stocks with market capitalizations below $500 million, which also helped performance as smaller cap stocks outperformed. On the negative side, stock selection in health care and utilities along with the overweight exposure to consumer discretionary hurt relative performance.

HOTCHKIS & WILEY GLOBAL VALUE FUND

The Fund's Class I shares had a total return of +18.25% for the six month period ended December 31, 2016, compared to the Russell Developed Index return of +7.61%.

The Fund's Class I shares outperformed the Russell Developed Index over the six month period ended December 31, 2016. At the beginning of the period, the Fund had about 46% invested in stocks trading at a discount to book value compared to about 13% for the index. This helped relative performance considerably as this group of stocks outperformed the market by a wide margin. The Fund's ability to invest across the market cap spectrum benefitted relative performance as well because small and mid cap stocks outperformed large cap stocks; the Fund was overweight the former and underweight the latter. Stock selection was positive or neutral in 9 of the 11 GICS^® sectors, with consumer discretionary, consumer staples, and financials leading the way. The overweight allocation to financials and underweight allocations to consumer staples and health care also helped relative performance. Stock selection in utilities and materials, along with the underweight exposure to materials hurt relative performance. The five largest positive contributors to relative performance over the period were Navistar, Bank of America, Citigroup, AIG, and Popular; the largest detractors were Calpine, Ericsson, Vodafone, Royal Mail, and NRG Energy.

HOTCHKIS & WILEY INTERNATIONAL VALUE FUND

The Fund's Class I shares had a total return of +13.90% for the six month period ended December 31, 2016, compared to the Russell Developed ex-U.S. Index return of +5.87%.

For the six months ended December 31, 2016, the Fund's Class I shares outperformed the Russell Developed ex-U.S. Index. The Fund had about 36% invested in stocks trading at a discount to book value at the beginning of the period, compared to about 21% for the index. This helped relative performance as deeply discounted stocks outperformed the broad market by a substantial margin. Stock selection was positive or neutral in 9 of the 11 GICS^® sectors over the period, and was particularly strong in consumer staples, health care, and financials. Stock selection in telecommunication services and materials, along with the underweight exposure to materials and consumer discretionary detracted from performance. The five largest individual positive contributors to relative performance over the period were ARRIS International, Societe Generale, Barclays, WorleyParsons, and Draegerwerk; the largest detractors were Royal Mail, Ericsson, Vodafone, Rockhopper, and GlaxoSmithKline.

HOTCHKIS & WILEY VALUE OPPORTUNITIES FUND

The Fund's Class I shares had a total return of +22.81% for the six month period ended December 31, 2016, compared to the S&P 500^® Index return of +7.82%.

The Fund's Class I shares outperformed the S&P 500^® Index over the six months ended December 31, 2016. The Fund's ability to invest across the market cap spectrum benefitted relative performance. About 24% of the Fund was invested in stocks with a market cap below $3 billion at the beginning of the period; this group returned more than +30% over the period. Stocks trading at a discount to book value outperformed the broad market by a large margin over the six month period. About 42% of the Fund was invested in such stocks at the beginning of the period, compared to about 6% for the S&P 500^® Index. Security selection was positive or neutral in all sectors except information technology, which was a nominal detractor. Security selection was particularly strong in health care, consumer

discretionary, financials, and industrials. The five largest positive stock contributors to relative performance in the period were Bank of America, Goldman Sachs, Office Depot, ARRIS International, and Rush Enterprises; the largest detractors were Ericsson, Royal Mail, Oracle, InterOil, and Real Industry.

HOTCHKIS & WILEY CAPITAL INCOME FUND

The Fund's Class I shares had a total return of +16.22% for the six month period ended December 31, 2016, 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 +2.48%.

In the six month period ended December 31, 2016, the Fund's Class I shares outperformed the 50/50 blended benchmark. The Fund's average equity exposure over the period was 57% compared to the long-term target of 50%, with the balance invested in high yield bonds. This helped relative performance over the period as the equity portion of the portfolio outperformed the high yield portion of the portfolio — though both outperformed the respective benchmarks.

The equity portion of the Fund outperformed the S&P 500^® Index over the six month period. At the beginning of the period, 44% of the Fund's equity portion was invested in stocks trading at a discount to book value compared to about 6% for the S&P 500^® Index. This group of stocks outperformed the broad market considerably, helping relative performance. Positive stock selection in consumer discretionary, consumer staples, and financials were notable positive contributors along with the overweight exposure to financials and underweight exposure to consumer staples. The five largest positive contributors to relative performance over the period were Fifth Street Asset

Management, Popular, Bank of America, ARRIS International, and Citigroup; the largest detractors were Ericsson, Vodafone, Royal Mail, Calpine, and CoreCivic.

The high yield portion of the Fund outperformed the BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index and the BofA Merrill Lynch US High Yield Index over the six month period. Outperformance relative to the high yield index was driven by positive credit selection in energy, automotive, and services credits along with the overweight allocation to the energy and basic industry sectors.

HOTCHKIS & WILEY HIGH YIELD FUND

The Fund's Class I shares had a total return of +8.15% for the six month period ended December 31, 2016, compared to the BofA Merrill Lynch BB-B US High Yield Constrained Index return of +6.32%.

The Fund's Class I shares outperformed the BofA Merrill Lynch US High Yield Index and the BofA Merrill Lynch BB-B US High Yield Constrained Index over the six months ended December 31, 2016. Positive credit selection in energy, automotive, services, and capital goods drove the outperformance during the period. The overweight exposure to the energy and basic industry sectors had a more modest positive impact on relative performance. Credit selection in consumer goods and the underweight exposure to telecommunications detracted from relative performance over the period.

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

Fund Information

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, International 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 and the International Value Fund is not offering Class A or 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, International 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 annual 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, International 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.

Russell Developed ex-U.S. Index measures the performance of the investable securities in developed countries globally across all market capitalization ranges, excluding U.S. securities.

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%.

Fund Information

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.

DISCLOSURE

Past performance does not guarantee future results.

The shareholder letter reflects opinions of Fund managers as of December 31, 2016. 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. Please refer to the Schedule of Investments in this report for a complete list of Fund holdings for December 31, 2016. 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 11 sectors, 24 industry groups, 68 industries and 157 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 S&P, 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 periods. 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 the Fund's future performance.

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

Book value is the net asset value of a company, calculated by subtracting total liabilities from total assets.

Duration is a commonly used measure of the potential volatility of the price of a debt security, or the aggregate market value of a portfolio of debt securities, prior to maturity. Securities with a longer duration generally have more volatile prices than securities of comparable quality with a shorter duration.

Market Capitalization of a company is calculated by multiplying the number of outstanding shares by the current market price of a share.

Price-to-book (P/B) is the price of a stock divided by its book value. Book value is the net asset value of a company, calculated by subtracting total liabilities from total assets.

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

The Value Opportunities Fund held futures contracts and the High Yield Fund held credit default swap contracts, which resulted in realized gains and unrealized losses to each Fund.

Fund Performance Data

DIVERSIFIED VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended December 31, 2016	Six Months			1 Year			5 Years			10 Years			Since 8/30/04*
Class I
Average annual total return		19.02	%		19.94	%		15.29	%		4.25	%		6.87	%
Class A
Average annual total return (with sales charge)		12.59	%		13.34	%		13.77	%		3.43	%		6.14	%
Average annual total return (without sales charge)		18.87	%		19.62	%		15.01	%		3.99	%		6.60	%
Class C
Average annual total return (with CDSC)		17.42	%		17.67	%		14.13	%		3.24	%		5.82	%
Average annual total return (without CDSC)		18.42	%		18.67	%		14.13	%		3.24	%		5.82	%
S&P 500^® Index††
Average annual total return		7.82	%		11.96	%		14.66	%		6.95	%		8.18	%
Russell 1000^® Index††
Average annual total return		8.01	%		12.05	%		14.69	%		7.08	%		8.44	%
Russell 1000^® Value Index††
Average annual total return		10.39	%		17.34	%		14.80	%		5.72	%		7.97	%

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

†† See index descriptions in the Fund Information section.

††† 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. Returns for periods less than one year are not annualized.

* 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 December 31, 2016	Six Months			1 Year			5 Years			10 Years			Since 6/24/87*
Class I
Average annual total return		16.95	%		19.72	%		15.80	%		4.32	%		9.07	%
Class A
Average annual total return (with sales charge)		10.61	%		13.11	%		14.27	%		3.49	%		8.62	%
Average annual total return (without sales charge)		16.74	%		19.38	%		15.51	%		4.05	%		8.82	%
Class C
Average annual total return (with CDSC)		15.31	%		17.50	%		14.65	%		3.31	%		8.00	%
Average annual total return (without CDSC)		16.31	%		18.50	%		14.65	%		3.31	%		8.00	%
Class R
Average annual total return		16.65	%		19.13	%		15.23	%		3.79	%		8.54	%
S&P 500^® Index††
Average annual total return		7.82	%		11.96	%		14.66	%		6.95	%		9.40	%
Russell 1000^® Index††
Average annual total return		8.01	%		12.05	%		14.69	%		7.08	%		9.52	%
Russell 1000^® Value Index††
Average annual total return		10.39	%		17.34	%		14.80	%		5.72	%		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 in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

MID-CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended December 31, 2016	Six Months			1 Year			5 Years			10 Years			Since 1/2/97*
Class I
Average annual total return		23.93	%		21.00	%		17.28	%		7.27	%		12.54	%
Class A
Average annual total return (with sales charge)		17.29	%		14.37	%		15.74	%		6.43	%		11.96	%
Average annual total return (without sales charge)		23.79	%		20.70	%		16.99	%		7.00	%		12.26	%
Class C
Average annual total return (with CDSC)		22.30	%		18.81	%		16.11	%		6.27	%		11.45	%
Average annual total return (without CDSC)		23.30	%		19.81	%		16.11	%		6.27	%		11.45	%
Class R
Average annual total return		23.61	%		20.43	%		16.72	%		6.74	%		12.06	%
Russell Midcap^® Index††
Average annual total return		7.87	%		13.80	%		14.72	%		7.86	%		10.05	%
Russell Midcap^® Value Index††
Average annual total return		10.22	%		20.00	%		15.70	%		7.59	%		10.64	%

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

†† See index descriptions in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

SMALL CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended December 31, 2016	Six Months			1 Year			5 Years			10 Years			Since 9/20/85*
Class I
Average annual total return		27.41	%		20.12	%		17.12	%		7.71	%		11.83	%
Class A
Average annual total return (with sales charge)		20.58	%		13.53	%		15.57	%		6.86	%		11.38	%
Average annual total return (without sales charge)		27.25	%		19.81	%		16.82	%		7.43	%		11.58	%
Class C
Average annual total return (with CDSC)		25.75	%		17.91	%		15.95	%		6.71	%		10.77	%
Average annual total return (without CDSC)		26.75	%		18.91	%		15.95	%		6.71	%		10.77	%
Russell 2000^® Index††
Average annual total return		18.68	%		21.31	%		14.46	%		7.07	%		9.87	%
Russell 2000^® Value Index††
Average annual total return		24.19	%		31.74	%		15.07	%		6.26	%		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 in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

SMALL CAP DIVERSIFIED VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended December 31, 2016	Six Months			1 Year			Since 6/30/14*
Class I
Average annual total return		29.17	%		34.02	%		9.40	%
Class A
Average annual total return (with sales charge)		22.26	%		26.48	%		6.79	%
Average annual total return (without sales charge)		28.98	%		33.54	%		9.09	%
Russell 2000^® Index††
Average annual total return		18.68	%		21.31	%		6.79	%
Russell 2000^® Value Index††
Average annual total return		24.19	%		31.74	%		8.25	%

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 in the Fund Information section.

* 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 December 31, 2016	Six Months			1 Year			Since 12/31/12*
Class I
Average annual total return		18.25	%		16.41	%		11.08	%
Class A
Average annual total return (with sales charge)		12.00	%		10.03	%		9.36	%
Average annual total return (without sales charge)		18.21	%		16.14	%		10.83	%
Russell Developed Index††
Average annual total return		7.61	%		8.82	%		10.06	%

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 in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

INTERNATIONAL VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended December 31, 2016	Six Months			Since 12/31/15* (1 Year)
Class I
Average annual total return		13.90	%		11.17	%
Russell Developed ex-U.S. Index††
Average annual total return		5.87	%		3.36	%

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

†† See index description in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

VALUE OPPORTUNITIES FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended December 31, 2016	Six Months			1 Year			5 Years			10 Years			Since 12/31/02*
Class I
Average annual total return		22.81	%		19.42	%		17.79	%		9.24	%		12.97	%
Class A
Average annual total return (with sales charge)		16.25	%		12.88	%		16.24	%		8.39	%		12.32	%
Average annual total return (without sales charge)		22.69	%		19.15	%		17.51	%		8.97	%		12.75	%
Class C
Average annual total return (with CDSC)		21.19	%		17.24	%		16.63	%		8.20	%		11.89	%
Average annual total return (without CDSC)		22.19	%		18.24	%		16.63	%		8.20	%		11.89	%
S&P 500^® Index††
Average annual total return		7.82	%		11.96	%		14.66	%		6.95	%		9.12	%

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 in the Fund Information section.

* 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 December 31, 2016	Six Months			1 Year			5 Years			Since 12/31/10*
Class I
Average annual total return		16.22	%		21.50	%		11.21	%		10.33	%
Class A
Average annual total return (with sales charge)		10.39	%		15.37	%		10.29	%		9.66	%
Average annual total return (without sales charge)		15.92	%		21.07	%		11.36	%		10.55	%
S&P 500^® Index††
Average annual total return		7.82	%		11.96	%		14.66	%		12.47	%
BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index††
Average annual total return		–2.72	%		2.61	%		2.28	%		3.20	%

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 in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

HIGH YIELD FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended December 31, 2016	Six Months			1 Year			5 Years			Since 3/31/09*
Class I
Average annual total return		8.15	%		16.02	%		7.55	%		11.54	%
Class A
Average annual total return (with sales charge)		3.94	%		11.33	%		6.45	%		10.61	%
Average annual total return (without sales charge)		7.96	%		15.69	%		7.27	%		11.16	%
Class C
Average annual total return (with CDSC)		6.61	%		14.08	%		6.47	%		10.42	%
Average annual total return (without CDSC)		7.61	%		15.08	%		6.47	%		10.42	%
BofA Merrill Lynch BB-B US High Yield Constrained Index††
Average annual total return		6.32	%		14.72	%		7.05	%		11.50	%

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 imposes 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 in the Fund Information section.

* Commencement of Class I.

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Diversified Value Fund (Unaudited)

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		4.98	%
Citigroup, Inc.		4.76	%
Microsoft Corp.		3.99	%
Bank of America Corp.		3.81	%
Marathon Oil Corp.		3.80	%
Hewlett Packard Enterprise Company		3.79	%
Oracle Corp.		3.27	%
Corning, Inc.		2.97	%
Telefonaktiebolaget LM Ericsson		2.55	%
Sanofi		2.50	%

COMMON STOCKS — 99.94%	Shares Held		Value
*CONSUMER DISCRETIONARY — 11.99%* *Auto Components — 1.41%*
Adient PLC (a)		13,274	$	777,856
Magna International, Inc.		23,800		1,032,920
				1,810,776
*Automobiles — 2.75%*
General Motors Company		57,500		2,003,300
Harley-Davidson, Inc.		10,700		624,238
Honda Motor Company Ltd. — ADR		30,900		901,971
				3,529,509
*Media — 5.89%*
CBS Corp.		25,100		1,596,862
Comcast Corp.		29,100		2,009,355
Discovery Communications, Inc. — Class A (a)		92,400		2,532,684
Discovery Communications, Inc. — Class C (a)		29,900		800,722
Omnicom Group, Inc.		7,300		621,303
				7,560,926
*Multiline Retail — 0.82%*
Target Corp.		14,500		1,047,335
*Specialty Retail — 1.12%*
Bed Bath & Beyond, Inc.		35,200		1,430,528
TOTAL CONSUMER DISCRETIONARY				15,379,074
*CONSUMER STAPLES — 2.21%* *Food & Staples Retailing — 0.96%*
Wal-Mart Stores, Inc.		17,800		1,230,336
*Food Products — 1.25%*
Bunge Ltd.		10,000		722,400
Kellogg Company		12,000		884,520
				1,606,920
TOTAL CONSUMER STAPLES				2,837,256

	Shares Held		Value
*ENERGY — 10.62%* *Oil, Gas & Consumable Fuels — 10.62%*
Apache Corp.		10,400	$	660,088
Cobalt International Energy, Inc. (a)		337,100		411,262
Hess Corp.		46,600		2,902,714
Kosmos Energy Ltd. (a)		109,100		764,791
Marathon Oil Corp.		281,800		4,877,958
Murphy Oil Corp.		54,300		1,690,359
Royal Dutch Shell PLC — ADR		42,762		2,325,398
TOTAL ENERGY				13,632,570
*FINANCIALS — 29.13%* *Banks — 15.08%*
Bank of America Corp.		221,222		4,889,006
Citigroup, Inc.		102,674		6,101,916
Citizens Financial Group, Inc.		65,600		2,337,328
JPMorgan Chase & Company		28,000		2,416,120
Regions Financial Corp.		96,300		1,382,868
Wells Fargo & Company		40,334		2,222,807
				19,350,045
*Capital Markets — 4.41%*
The Goldman Sachs Group, Inc.		5,700		1,364,865
Morgan Stanley		53,900		2,277,275
State Street Corp.		25,900		2,012,948
				5,655,088
*Consumer Finance — 2.24%*
Capital One Financial Corp.		32,900		2,870,196
*Insurance — 7.40%*
The Allstate Corp.		18,200		1,348,984
American International Group, Inc.		97,800		6,387,318
The Travelers Companies, Inc.		14,400		1,762,848
				9,499,150
TOTAL FINANCIALS				37,374,479

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Diversified Value Fund (Unaudited)

	Shares Held		Value
*HEALTH CARE — 8.53%* *Biotechnology — 0.77%*
Biogen, Inc. (a)		3,500	$	992,530
*Health Care Equipment & Supplies — 1.07%*
Medtronic PLC		8,782		625,542
Zimmer Biomet Holdings, Inc.		7,300		753,360
				1,378,902
*Health Care Providers & Services — 2.47%*
Anthem, Inc.		22,000		3,162,940
*Pharmaceuticals — 4.22%*
GlaxoSmithKline PLC — ADR		57,100		2,198,921
Sanofi — ADR		79,400		3,210,936
				5,409,857
TOTAL HEALTH CARE				10,944,229
*INDUSTRIALS — 12.98%* *Aerospace & Defense — 3.27%*
The Boeing Company		11,500		1,790,320
Embraer SA — ADR		25,800		496,650
Rockwell Collins, Inc.		20,600		1,910,856
				4,197,826
*Building Products — 1.79%*
Johnson Controls International PLC		55,747		2,296,219
*Electrical Equipment — 1.02%*
Eaton Corp. PLC		19,500		1,308,255
*Industrial Conglomerates — 1.41%*
Koninklijke Philips NV		59,046		1,805,036
*Machinery — 5.49%*
CNH Industrial NV		218,200		1,896,158
Cummins, Inc.		20,800		2,842,736
PACCAR, Inc.		11,000		702,900
Parker-Hannifin Corp.		11,500		1,610,000
				7,051,794
TOTAL INDUSTRIALS				16,659,130
*INFORMATION TECHNOLOGY — 17.35%* *Communications Equipment — 2.55%*
Telefonaktiebolaget LM Ericsson — ADR		560,800		3,269,464
*Electronic Equipment, Instruments & Components — 3.32%*
Corning, Inc.		157,200		3,815,244
TE Connectivity Ltd.		6,300		436,464
				4,251,708
*IT Services — 0.43%*
Teradata Corp. (a)		20,400		554,268

	Shares Held		Value
*Software — 7.26%*
Microsoft Corp.		82,300	$	5,114,122
Oracle Corp.		109,300		4,202,585
				9,316,707
*Technology Hardware, Storage & Peripherals — 3.79%*
Hewlett Packard Enterprise Company		210,300		4,866,342
TOTAL INFORMATION TECHNOLOGY				22,258,489
*MATERIALS — 1.46%* *Containers & Packaging — 1.46%*
International Paper Company		22,900		1,215,074
Packaging Corp. of America		7,800		661,596
TOTAL MATERIALS				1,876,670
*TELECOMMUNICATION SERVICES — 1.89%* *Wireless Telecommunication Services — 1.89%*
Vodafone Group PLC — ADR		99,263		2,424,995
TOTAL TELECOMMUNICATION SERVICES				2,424,995
*UTILITIES — 3.78%* *Electric Utilities — 0.85%*
PPL Corp.		16,500		561,825
The Southern Company		10,900		536,171
				1,097,996
*Independent Power and Renewable Electricity* *Producers — 2.93%*
Calpine Corp. (a)		226,700		2,591,181
NRG Energy, Inc.		94,900		1,163,474
				3,754,655
TOTAL UTILITIES				4,852,651
Total common stocks (Cost $162,061,843)				128,239,543
Total long-term investments (Cost $162,061,843)				128,239,543
SHORT-TERM INVESTMENTS — 0.14%	Principal Amount
*Time Deposits — 0.14%*
Bank of Montreal, 0.26%, 01/03/2017*	$	182,134		182,134
Total short-term investments (Cost $182,134)				182,134
Total investments — 100.08% (Cost $162,243,977)				128,421,677
Liabilities in excess of other assets — (0.08)%				(100,176	)
Net assets — 100.00%			$	128,321,501

(a) — Non-income producing 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.
17

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Large Cap Value Fund (Unaudited)

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		5.00	%
Citigroup, Inc.		4.93	%
Hewlett Packard Enterprise Company		4.15	%
Marathon Oil Corp.		4.14	%
Bank of America Corp.		4.04	%
Microsoft Corp.		3.77	%
Oracle Corp.		3.62	%
Anthem, Inc.		3.00	%
Corning, Inc.		2.79	%
Capital One Financial Corp.		2.72	%

COMMON STOCKS — 97.42%	Shares Held		Value
*CONSUMER DISCRETIONARY — 11.60%* *Auto Components — 1.70%*
Adient PLC (a)		77,691	$	4,552,693
Magna International, Inc.		82,900		3,597,860
				8,150,553
*Automobiles — 2.68%*
General Motors Company		205,900		7,173,556
Harley-Davidson, Inc.		40,000		2,333,600
Honda Motor Company Ltd. — ADR		115,300		3,365,607
				12,872,763
*Media — 5.27%*
CBS Corp.		89,700		5,706,714
Comcast Corp.		103,200		7,125,960
Discovery Communications, Inc. — Class A (a)		350,500		9,607,205
Discovery Communications, Inc. — Class C (a)		107,100		2,868,138
				25,308,017
*Multiline Retail — 0.80%*
Target Corp.		52,900		3,820,967
*Specialty Retail — 1.15%*
Bed Bath & Beyond, Inc.		135,700		5,514,848
TOTAL CONSUMER DISCRETIONARY				55,667,148
*CONSUMER STAPLES — 1.10%* *Food & Staples Retailing — 1.10%*
Wal-Mart Stores, Inc.		76,600		5,294,592
TOTAL CONSUMER STAPLES				5,294,592
*ENERGY — 10.22%* *Oil, Gas & Consumable Fuels — 10.22%*
Hess Corp.		176,400		10,987,956
Marathon Oil Corp.		1,148,700		19,883,997
Murphy Oil Corp.		298,900		9,304,757
Royal Dutch Shell PLC — ADR		163,572		8,895,045
TOTAL ENERGY				49,071,755

	Shares Held		Value
*FINANCIALS — 28.74%* *Banks — 14.63%*
Bank of America Corp.		876,949	$	19,380,573
Citigroup, Inc.		397,988		23,652,427
Citizens Financial Group, Inc.		205,100		7,307,713
JPMorgan Chase & Company		126,400		10,907,056
Wells Fargo & Company		162,763		8,969,869
				70,217,638
*Capital Markets — 4.13%*
The Goldman Sachs Group, Inc.		30,400		7,279,280
State Street Corp.		161,200		12,528,464
				19,807,744
*Consumer Finance — 2.72%*
Capital One Financial Corp.		149,500		13,042,380
*Insurance — 7.26%*
The Allstate Corp.		64,900		4,810,388
American International Group, Inc.		367,500		24,001,425
The Travelers Companies, Inc.		49,300		6,035,306
				34,847,119
TOTAL FINANCIALS				137,914,881
*HEALTH CARE — 8.30%* *Health Care Equipment & Supplies — 1.44%*
Medtronic PLC		32,700		2,329,221
Zimmer Biomet Holdings, Inc.		44,600		4,602,720
				6,931,941
*Health Care Providers & Services — 3.00%*
Anthem, Inc.		100,000		14,377,000
*Pharmaceuticals — 3.86%*
GlaxoSmithKline PLC — ADR		194,500		7,490,195
Sanofi — ADR		273,300		11,052,252
				18,542,447
TOTAL HEALTH CARE				39,851,388

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Large Cap Value Fund (Unaudited)

	Shares Held		Value
*INDUSTRIALS — 12.02%* *Aerospace & Defense — 2.02%*
The Boeing Company		48,000	$	7,472,640
Embraer SA — ADR		115,000		2,213,750
				9,686,390
*Building Products — 1.89%*
Johnson Controls International PLC		219,919		9,058,463
*Industrial Conglomerates — 1.62%*
Koninklijke Philips NV		254,866		7,791,254
*Machinery — 6.09%*
CNH Industrial NV		809,500		7,034,555
Cummins, Inc.		91,900		12,559,973
PACCAR, Inc.		37,500		2,396,250
Parker-Hannifin Corp.		51,600		7,224,000
				29,214,778
*Professional Services — 0.40%*
ManpowerGroup, Inc.		21,600		1,919,592
TOTAL INDUSTRIALS				57,670,477
*INFORMATION TECHNOLOGY — 17.82%* *Communications Equipment — 2.49%*
Telefonaktiebolaget LM Ericsson — ADR		2,051,700		11,961,411
*Electronic Equipment, Instruments & Components — 3.79%*
Corning, Inc.		552,600		13,411,602
TE Connectivity Ltd.		68,900		4,773,392
				18,184,994
*Software — 7.39%*
Microsoft Corp.		291,400		18,107,596
Oracle Corp.		451,700		17,367,865
				35,475,461
*Technology Hardware, Storage & Peripherals — 4.15%*
Hewlett Packard Enterprise Company		860,500		19,911,970
TOTAL INFORMATION TECHNOLOGY				85,533,836
*MATERIALS — 1.85%* *Containers & Packaging — 1.85%*
International Paper Company		167,200		8,871,632
TOTAL MATERIALS				8,871,632
*TELECOMMUNICATION SERVICES — 2.35%* *Wireless Telecommunication Services — 2.35%*
Vodafone Group PLC — ADR		461,044		11,263,305
TOTAL TELECOMMUNICATION SERVICES				11,263,305
*UTILITIES — 3.42%* *Electric Utilities — 0.40%*
PPL Corp.		56,300		1,917,015

	Shares Held		Value
*Independent Power and Renewable Electricity* *Producers — 3.02%*
Calpine Corp. (a)		849,200	$	9,706,356
NRG Energy, Inc.		389,300		4,772,818
				14,479,174
TOTAL UTILITIES				16,396,189
Total common stocks (Cost $519,661,478)				467,535,203
Total long-term investments (Cost $519,661,478)				467,535,203
SHORT-TERM INVESTMENTS — 3.52%	Principal Amount
*Time Deposits — 3.52%*
The Bank of Tokyo-Mitsubishi UFJ, Ltd., 0.26%, 01/03/2017*	$	16,890,844		16,890,844
Total short-term investments (Cost $16,890,844)				16,890,844
Total investments — 100.94% (Cost $536,552,322)				484,426,047
Liabilities in excess of other assets — (0.94)%				(4,495,154	)
Net assets — 100.00%			$	479,930,893

(a) — Non-income producing 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.
19

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Mid-Cap Value Fund (Unaudited)

Largest Equity Holdings	Percent of net assets
Popular, Inc.		4.27	%
ARRIS International PLC		4.12	%
Whiting Petroleum Corp.		4.07	%
NRG Energy, Inc.		3.50	%
Kosmos Energy Ltd.		3.41	%
Citizens Financial Group, Inc.		3.34	%
Regions Financial Corp.		3.31	%
Corning, Inc.		3.26	%
Office Depot, Inc.		3.20	%
The Goodyear Tire & Rubber Company		3.17	%

COMMON STOCKS — 98.66%	Shares Held		Value
*CONSUMER DISCRETIONARY — 18.18%* *Auto Components — 5.10%*
Adient PLC (a)		427,100	$	25,028,060
The Goodyear Tire & Rubber Company		2,251,200		69,494,544
Magna International, Inc.		398,000		17,273,200
				111,795,804
*Household Durables — 2.17%*
TRI Pointe Group, Inc. (a)		4,150,400		47,646,592
*Media — 3.74%*
Discovery Communications, Inc. — Class A (a)		1,611,100		44,160,251
Discovery Communications, Inc. — Class C (a)		410,800		11,001,224
News Corp.		2,334,900		26,757,954
				81,919,429
*Multiline Retail — 1.09%*
Kohl's Corp.		486,000		23,998,680
*Specialty Retail — 6.08%*
Bed Bath & Beyond, Inc.		1,168,300		47,479,712
Office Depot, Inc.		15,518,000		70,141,360
Rent-A-Center, Inc.		601,300		6,764,625
Staples, Inc.		968,700		8,766,735
				133,152,432
TOTAL CONSUMER DISCRETIONARY				398,512,937
*CONSUMER STAPLES — 1.58%* *Food Products — 1.58%*
Bunge Ltd.		477,400		34,487,376
TOTAL CONSUMER STAPLES				34,487,376
*ENERGY — 19.67%* *Energy Equipment & Services — 1.43%*
Frank's International NV (l)		853,000		10,500,430
McDermott International, Inc. (a)		2,838,700		20,977,993
				31,478,423

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 18.24%*
Cairn Energy PLC (a) (v)		23,218,600	$	67,461,648
Cobalt International Energy, Inc. (a)		16,578,000		20,225,160
Hess Corp.		81,600		5,082,864
InterOil Corp. (a)		110,300		5,248,074
Kosmos Energy Ltd. (a)		10,675,200		74,833,152
Marathon Oil Corp.		2,645,400		45,791,874
Murphy Oil Corp.		785,800		24,461,954
Ophir Energy PLC (a) (o) (v)		56,995,800		67,459,125
Whiting Petroleum Corp. (a)		7,416,900		89,151,138
				399,714,989
TOTAL ENERGY				431,193,412
*FINANCIALS — 22.52%* *Banks — 14.47%*
CIT Group, Inc.		1,430,900		61,070,812
Citizens Financial Group, Inc.		2,056,500		73,273,095
Fifth Third Bancorp		406,100		10,952,517
Popular, Inc.		2,135,000		93,555,700
Regions Financial Corp.		5,046,600		72,469,176
SunTrust Banks, Inc.		104,400		5,726,340
				317,047,640
*Consumer Finance — 1.73%*
Ally Financial, Inc.		559,400		10,639,788
Santander Consumer USA Holdings, Inc. (a)		2,026,500		27,357,750
				37,997,538
*Insurance — 4.98%*
Brown & Brown, Inc.		245,700		11,022,102
CNO Financial Group, Inc.		1,789,100		34,261,265
Enstar Group Ltd. (a)		30,000		5,931,000
Unum Group		126,800		5,570,324
Willis Towers Watson PLC		428,177		52,357,484
				109,142,175

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Mid-Cap Value Fund (Unaudited)

	Shares Held		Value
*Thrifts & Mortgage Finance — 1.34%*
PHH Corp. (a)		1,942,100	$	29,442,236
TOTAL FINANCIALS				493,629,589
*HEALTH CARE — 0.77%* *Health Care Equipment & Supplies — 0.52%*
Zimmer Biomet Holdings, Inc.		109,700		11,321,040
*Health Care Providers & Services — 0.25%*
LifePoint Health, Inc. (a)		98,000		5,566,400
TOTAL HEALTH CARE				16,887,440
*INDUSTRIALS — 7.38%* *Aerospace & Defense — 0.98%*
Embraer SA — ADR		1,111,600		21,398,300
*Air Freight & Logistics — 2.35%*
Royal Mail PLC (v)		9,067,600		51,544,079
*Machinery — 3.64%*
Allison Transmission Holdings, Inc.		297,900		10,036,251
Cummins, Inc.		190,100		25,980,967
Navistar International Corp. (a)		1,399,000		43,886,630
				79,903,848
*Road & Rail — 0.41%*
Avis Budget Group, Inc. (a)		244,300		8,960,924
TOTAL INDUSTRIALS				161,807,151
*INFORMATION TECHNOLOGY — 20.35%* *Communications Equipment — 7.22%*
ARRIS International PLC (a)		2,996,600		90,287,558
Telefonaktiebolaget LM Ericsson — ADR		11,653,000		67,936,990
				158,224,548
*Electronic Equipment, Instruments & Components — 6.73%*
Avnet, Inc.		812,700		38,692,647
CDW Corp.		716,100		37,301,649
Corning, Inc.		2,942,800		71,421,756
				147,416,052
*IT Services — 0.72%*
Teradata Corp. (a)		582,600		15,829,242
*Semiconductors & Semiconductor Equipment — 3.29%*
Marvell Technology Group Ltd.		2,346,700		32,548,729
ON Semiconductor Corp. (a)		3,102,300		39,585,348
				72,134,077
*Technology Hardware, Storage & Peripherals — 2.39%*
Hewlett Packard Enterprise Company		2,261,900		52,340,366
TOTAL INFORMATION TECHNOLOGY				445,944,285

	Shares Held		Value
*REAL ESTATE — 1.63%* *Equity Real Estate Investment Trusts — 1.63%*
CoreCivic, Inc.		186,200	$	4,554,452
The GEO Group, Inc.		868,900		31,219,577
TOTAL REAL ESTATE				35,774,029
*UTILITIES — 6.58%* *Independent Power and Renewable Electricity* *Producers — 6.58%*
Calpine Corp. (a)		5,899,200		67,427,856
NRG Energy, Inc.		6,252,200		76,651,972
TOTAL UTILITIES				144,079,828
Total common stocks (Cost $2,187,972,445)				2,162,316,047
Total long-term investments (Cost $2,187,972,445)				2,162,316,047
COLLATERAL FOR SECURITIES ON LOAN — 0.29%
*Money Market Funds — 0.29%*
Invesco Government & Agency Portfolio — Institutional Class, 0.43%^		6,304,168		6,304,168
Total collateral for securities on loan (Cost $6,304,168)				6,304,168
SHORT-TERM INVESTMENTS — 1.22%	Principal Amount
*Time Deposits — 1.22%*
Brown Brothers Harriman & Co., 0.05%, 01/03/2017*	GBP	47		58
Deutsche Bank AG, 0.26%, 01/03/2017*	$	26,879,474		26,879,474
Total short-term investments (Cost $26,879,536)				26,879,532
Total investments — 100.17% (Cost $2,221,156,149)				2,195,499,747
Liabilities in excess of other assets — (0.17)%				(3,747,077	)
Net assets — 100.00%			$	2,191,752,670

(a) — Non-income producing security.

(l) — All or a portion of this security is on a loan. The total market value of securities on loan was $6,136,431. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

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

(v) — 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 $186,464,852, which represented 8.51% 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 December 31, 2016.

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

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Value Fund (Unaudited)

Largest Equity Holdings	Percent of net assets
ARRIS International PLC		4.60	%
Rush Enterprises, Inc.		4.06	%
EnPro Industries, Inc.		3.97	%
Horace Mann Educators Corp.		3.97	%
KBR, Inc.		3.67	%
Office Depot, Inc.		3.42	%
Enstar Group Ltd.		3.41	%
Popular, Inc.		3.40	%
Tutor Perini Corp.		3.19	%
The GEO Group, Inc.		3.11	%

COMMON STOCKS — 99.14%	Shares Held		Value
*CONSUMER DISCRETIONARY — 11.78%* *Hotels, Restaurants & Leisure — 0.59%*
Golden Entertainment, Inc.		80,700	$	977,277
Ruby Tuesday, Inc. (a)		1,217,700		3,933,171
				4,910,448
*Household Durables — 3.57%*
M/I Homes, Inc. (a)		408,100		10,275,958
TRI Pointe Group, Inc. (a)		1,679,400		19,279,512
				29,555,470
*Media — 1.30%*
MDC Partners, Inc. (a)		1,634,500		10,705,975
*Specialty Retail — 6.32%*
Group 1 Automotive, Inc.		65,400		5,097,276
Office Depot, Inc.		6,264,500		28,315,540
Sonic Automotive, Inc.		826,000		18,915,400
				52,328,216
TOTAL CONSUMER DISCRETIONARY				97,500,109
*ENERGY — 6.54%* *Energy Equipment & Services — 1.53%*
Frank's International NV (l)		319,700		3,935,507
McDermott International, Inc. (a)		1,179,000		8,712,810
				12,648,317
*Oil, Gas & Consumable Fuels — 5.01%*
Cairn Energy PLC (a) (v)		2,507,600		7,285,833
Cobalt International Energy, Inc. (a)		2,720,600		3,319,132
Kosmos Energy Ltd. (a)		1,491,600		10,456,116
PBF Energy, Inc.		302,900		8,444,852
Rockhopper Exploration PLC (a) (v)		5,087,900		1,430,032
Whiting Petroleum Corp. (a)		879,800		10,575,196
				41,511,161
TOTAL ENERGY				54,159,478

	Shares Held		Value
*FINANCIALS — 27.49%* *Banks — 12.47%*
Associated Banc-Corp		447,500	$	11,053,250
The Bank of NT Butterfield & Son Ltd.		225,800		7,099,152
First BanCorp (a)		2,112,900		13,966,269
First Hawaiian, Inc. (l)		356,700		12,420,294
First Horizon National Corp.		937,331		18,755,993
Investors Bancorp, Inc.		256,300		3,575,385
KeyCorp		450,704		8,234,362
Popular, Inc.		641,600		28,114,912
				103,219,617
*Capital Markets — 1.33%*
Oppenheimer Holdings, Inc.		592,700		11,024,220
*Consumer Finance — 1.03%*
SLM Corp. (a)		770,800		8,494,216
*Insurance — 11.48%*
CNO Financial Group, Inc.		1,017,900		19,492,785
Enstar Group Ltd. (a)		142,979		28,266,948
Global Indemnity Ltd. (a)		377,836		14,437,114
Horace Mann Educators Corp. (c)		767,500		32,849,000
				95,045,847
*Thrifts & Mortgage Finance — 1.18%*
PHH Corp. (a)		496,600		7,528,456
Washington Federal, Inc.		65,600		2,253,360
				9,781,816
TOTAL FINANCIALS				227,565,716
*HEALTH CARE — 5.95%* *Health Care Equipment & Supplies — 0.86%*
Invacare Corp.		549,000		7,164,450

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Value Fund (Unaudited)

	Shares Held		Value
*Health Care Providers & Services — 4.73%*
Hanger, Inc. (a) (o)		1,996,200	$	22,954,903
LifePoint Health, Inc. (a)		285,300		16,205,040
				39,159,943
*Pharmaceuticals — 0.36%*
Phibro Animal Health Corp.		100,600		2,947,580
TOTAL HEALTH CARE				49,271,973
*INDUSTRIALS — 24.35%* *Aerospace & Defense — 0.42%*
Embraer SA — ADR		179,000		3,445,750
*Building Products — 2.54%*
Masonite International Corp. (a)		320,200		21,069,160
*Construction & Engineering — 6.86%*
KBR, Inc.		1,821,900		30,407,511
Tutor Perini Corp. (a)		942,600		26,392,800
				56,800,311
*Machinery — 7.31%*
EnPro Industries, Inc.		488,400		32,898,624
Meritor, Inc. (a)		979,400		12,164,148
Miller Industries, Inc.		532,700		14,089,915
Navistar International Corp. (a)		43,100		1,352,047
				60,504,734
*Marine — 2.16%*
Matson, Inc. (c)		505,100		17,875,489
*Professional Services — 1.00%*
Hudson Global, Inc. (a) (o)		2,187,600		2,975,136
Korn/Ferry International		180,900		5,323,887
				8,299,023
*Trading Companies & Distributors — 4.06%*
Rush Enterprises, Inc. (a) (c)		1,053,300		33,600,270
TOTAL INDUSTRIALS				201,594,737
*INFORMATION TECHNOLOGY — 10.04%* *Communications Equipment — 6.07%*
ARRIS International PLC (a)		1,264,400		38,096,372
Extreme Networks, Inc. (a)		2,411,400		12,129,342
				50,225,714
*Semiconductors & Semiconductor Equipment — 3.97%*
Diodes, Inc. (a)		680,200		17,460,734
ON Semiconductor Corp. (a)		1,208,900		15,425,564
				32,886,298
TOTAL INFORMATION TECHNOLOGY				83,112,012
*MATERIALS — 3.18%* *Chemicals — 1.45%*
American Vanguard Corp.		628,000		12,026,200

	Shares Held		Value
*Metals & Mining — 1.73%*
Noranda Aluminum Holding Corp. (a) (o)		800,300	$	19,047
Real Industry, Inc. (a) (o)		2,334,908		14,242,939
				14,261,986
TOTAL MATERIALS				26,288,186
*REAL ESTATE — 5.18%* *Equity Real Estate Investment Trusts — 5.18%*
The GEO Group, Inc. (c)		716,996		25,761,666
Granite Real Estate Investment Trust		322,300		10,787,381
Pebblebrook Hotel Trust		98,500		2,930,375
Seritage Growth Properties (l)		78,600		3,357,006
TOTAL REAL ESTATE				42,836,428
*UTILITIES — 4.63%* *Electric Utilities — 3.52%*
Great Plains Energy, Inc.		611,200		16,716,320
Portland General Electric Company		285,700		12,379,381
				29,095,701
*Independent Power and Renewable Electricity* *Producers — 1.11%*
NRG Energy, Inc.		750,399		9,199,892
TOTAL UTILITIES				38,295,593
Total common stocks (Cost $710,622,529)				820,624,232
Total long-term investments (Cost $710,622,529)				820,624,232
COLLATERAL FOR SECURITIES ON LOAN — 0.70%
*Money Market Funds — 0.70%*
Invesco Government & Agency Portfolio — Institutional Class, 0.43%^		5,786,516		5,786,516
Total collateral for securities on loan (Cost $5,786,516)				5,786,516
SHORT-TERM INVESTMENTS — 0.11%	Principal Amount
*Time Deposits — 0.11%*
The Bank of Tokyo-Mitsubishi UFJ, Ltd., 0.26%, 01/03/2017*	$	924,023		924,023
Total short-term investments (Cost $924,023)				924,023
Total investments — 99.95% (Cost $717,333,068)				827,334,771
Other assets in excess of liabilities — 0.05%				417,116
Net assets — 100.00%			$	827,751,887

(a) — Non-income producing security.

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

(l) — All or a portion of this security is on loan. The total market value of securities on loan was $5,650,058. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Value Fund (Unaudited)

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

(v) — 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 $8,715,865, which represented 1.05% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

^ — Rate shown is the 7-day yield as of December 31, 2016.

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

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Diversified Value Fund (Unaudited)

Largest Equity Holdings	Percent of net assets
CVR Energy, Inc.		0.60	%
CARBO Ceramics, Inc.		0.57	%
Kosmos Energy Ltd.		0.55	%
RigNet, Inc.		0.54	%
Carolina Financial Corp.		0.53	%
McDermott International, Inc.		0.53	%
VAALCO Energy, Inc.		0.53	%
Rush Enterprises, Inc.		0.53	%
Barrett Business Services, Inc.		0.52	%
Triumph Bancorp, Inc.		0.51	%

COMMON STOCKS — 97.37%	Shares Held		Value
*CONSUMER DISCRETIONARY — 13.62%* *Auto Components — 1.59%*
American Axle & Manufacturing Holdings, Inc. (a)		1,898	$	36,631
Dana, Inc.		3,708		70,378
Modine Manufacturing Company (a)		1,417		21,113
Shiloh Industries, Inc. (a)		2,513		17,365
Standard Motor Products, Inc.		431		22,938
Strattec Security Corp.		1,720		69,316
Tenneco, Inc. (a)		1,114		69,592
				307,333
*Automobiles — 0.36%*
Thor Industries, Inc.		690		69,035
*Distributors — 0.18%*
Weyco Group, Inc.		1,130		35,369
*Diversified Consumer Services — 0.62%*
American Public Education, Inc. (a)		703		17,259
Capella Education Company		239		20,984
DeVry Education Group, Inc.		764		23,837
Sotheby's (a)		1,446		57,637
				119,717
*Hotels, Restaurants & Leisure — 0.96%*
ILG, Inc.		4,255		77,314
Marriott Vacations Worldwide Corp.		218		18,497
Speedway Motorsports, Inc.		778		16,859
Tropicana Entertainment, Inc. (a)		2,408		73,083
				185,753

	Shares Held		Value
*Household Durables — 3.00%*
Century Communities, Inc. (a)		896	$	18,816
CSS Industries, Inc.		1,416		38,331
GoPro, Inc. (a)		4,935		42,984
Green Brick Partners, Inc. (a)		5,652		56,803
LGI Homes, Inc. (a)		2,687		77,198
M/I Homes, Inc. (a)		3,129		78,787
Taylor Morrison Home Corp. (a)		3,173		61,112
TRI Pointe Group, Inc. (a)		6,550		75,194
William Lyon Homes (a)		3,029		57,642
ZAGG, Inc. (a)		10,041		71,291
				578,158
*Internet & Catalog Retail — 0.30%*
Lands' End, Inc. (a)		2,542		38,511
PetMed Express, Inc.		822		18,964
				57,475
*Leisure Products — 1.32%*
Arctic Cat, Inc. (a)		5,035		75,626
Johnson Outdoors, Inc.		1,820		72,236
Malibu Boats, Inc. (a)		3,442		65,673
MCBC Holdings, Inc.		2,800		40,824
				254,359
*Media — 1.28%*
Entercom Communications Corp.		1,359		20,793
Harte-Hanks, Inc. (a)		45,518		68,732
Saga Communications, Inc.		689		34,657
Salem Media Group, Inc.		9,387		58,669
Townsquare Media, Inc. (a)		6,140		63,917
				246,768
*Multiline Retail — 0.27%*
Dillard's, Inc.		831		52,095

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Diversified Value Fund (Unaudited)

	Shares Held		Value
*Specialty Retail — 2.86%*
Asbury Automotive Group, Inc. (a)		237	$	14,623
Barnes & Noble Education, Inc. (a)		6,607		75,782
Boot Barn Holdings, Inc. (a)		1,458		18,254
The Buckle, Inc.		2,571		58,619
Destination Maternity Corp. (a)		7,903		40,859
GameStop Corp.		3,039		76,765
Hibbett Sports, Inc. (a)		795		29,654
Lithia Motors, Inc.		163		15,783
Office Depot, Inc.		14,875		67,235
Sears Hometown and Outlet Stores, Inc. (a)		15,773		74,133
Sonic Automotive, Inc.		3,494		80,012
				551,719
*Textiles, Apparel & Luxury Goods — 0.88%*
Deckers Outdoor Corp. (a)		700		38,773
Iconix Brand Group, Inc. (a)		1,735		16,205
Movado Group, Inc.		2,265		65,118
Rocky Brands, Inc.		3,045		35,170
Steven Madden Ltd. (a)		397		14,193
				169,459
TOTAL CONSUMER DISCRETIONARY				2,627,240
*CONSUMER STAPLES — 1.03%* *Food & Staples Retailing — 0.17%*
United Natural Foods, Inc. (a)		695		33,165
*Food Products — 0.11%*
Omega Protein Corp. (a)		805		20,165
*Personal Products — 0.58%*
Medifast, Inc.		505		21,023
Nature's Sunshine Products, Inc.		2,184		32,760
Nu Skin Enterprises, Inc.		800		38,225
Nutraceutical International Corp.		592		20,690
				112,698
*Tobacco — 0.17%*
Universal Corp.		513		32,704
TOTAL CONSUMER STAPLES				198,732

	Shares Held		Value
*ENERGY — 10.79%* *Energy Equipment & Services — 4.19%*
CARBO Ceramics, Inc. (a)		10,501	$	109,840
CSI Compressco LP		2,416		23,508
Dril-Quip, Inc. (a)		1,260		75,663
Geospace Technologies Corp. (a)		3,634		73,988
Gulf Island Fabrication, Inc.		8,061		95,926
Matrix Service Company (a)		1,571		35,662
McDermott International, Inc. (a)		13,865		102,462
Oil States International, Inc. (a)		1,749		68,211
RigNet, Inc. (a)		4,514		104,499
SEACOR Holdings, Inc. (a)		813		57,951
Tidewater, Inc. (a)		10,372		35,369
Unit Corp. (a)		914		24,559
				807,638
*Oil, Gas & Consumable Fuels — 6.60%*
Alon USA Energy, Inc.		7,878		89,652
Alon USA Partners LP		7,828		75,149
BP Prudhoe Bay Royalty Trust		3,675		87,281
Cobalt International Energy, Inc. (a)		50,103		61,126
CVR Energy, Inc.		4,539		115,244
CVR Refining LP (a)		8,667		90,137
Delek US Holdings, Inc.		2,382		57,335
Denbury Resources, Inc. (a)		5,751		21,164
Green Plains, Inc.		2,875		80,069
Kosmos Energy Ltd. (a)		15,124		106,018
Pacific Ethanol, Inc. (a)		5,740		54,530
Panhandle Oil and Gas, Inc.		2,922		68,813
Renewable Energy Group, Inc. (a)		7,686		74,554
REX American Resources Corp. (a)		792		78,210
RSP Permian, Inc. (a)		1,009		45,022
VAALCO Energy, Inc. (a)		97,840		101,754
Western Refining, Inc.		1,794		67,903
				1,273,961
TOTAL ENERGY				2,081,599

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Diversified Value Fund (Unaudited)

	Shares Held		Value
*FINANCIALS — 29.24%* *Banks — 18.87%*
Access National Corp.		851	$	23,624
American National Bankshares, Inc.		1,752		60,970
Ames National Corp.		1,168		38,544
Associated Banc-Corp		3,459		85,437
BancFirst Corp.		507		47,176
The Bancorp, Inc. (a)		10,274		80,754
Bank of Marin Bancorp		867		60,473
Bar Harbor Bankshares		484		22,908
Blue Hills Bancorp, Inc.		1,043		19,556
Brookline Bancorp, Inc.		1,315		21,566
Bryn Mawr Bank Corp.		564		23,773
C&F Financial Corp.		1,490		74,277
Camden National Corp.		2,074		92,189
Carolina Financial Corp.		3,337		102,745
Cathay General Bancorp		511		19,433
Central Valley Community Bancorp		4,144		82,714
Chemical Financial Corp.		387		20,964
City Holding Company		619		41,844
Codorus Valley Bancorp, Inc.		2,981		85,255
Community Trust Bancorp, Inc.		827		41,019
Enterprise Bancorp, Inc.		1,262		47,401
First Bancorp		2,247		60,984
First BanCorp (a)		13,240		87,516
First Bancorp, Inc.		791		26,182
First Citizens BancShares, Inc.		232		82,360
First Financial Bancorp		3,167		90,101
First Financial Corp.		1,735		91,608
First Horizon National Corp.		3,284		65,713
First Interstate BancSystem, Inc.		513		21,828
Flushing Financial Corp.		1,319		38,765
Fulton Financial Corp.		1,077		20,248
Hancock Holding Company		2,035		87,709
Hanmi Financial Corp.		1,136		39,646
Heritage Financial Corp.		968		24,926
Hilltop Holdings, Inc.		2,338		69,672
Hope Bancorp, Inc.		3,980		87,122

	Shares Held		Value
IBERIABANK Corp.		558	$	46,733
International Bancshares Corp.		2,340		95,472
Lakeland Bancorp, Inc.		1,431		27,905
LCNB Corp.		895		20,809
Merchants Bancshares, Inc.		884		47,913
National Bankshares, Inc.		860		37,367
Northrim BanCorp, Inc.		2,570		81,212
Orrstown Financial Services, Inc.		3,380		75,712
Peapack Gladstone Financial Corp.		3,080		95,110
Penns Woods Bancorp, Inc.		382		19,291
Peoples Bancorp, Inc.		2,254		73,165
People's Utah Bancorp		881		23,655
Popular, Inc.		2,122		92,986
Premier Financial Bancorp, Inc.		4,236		85,146
Republic Bancorp, Inc.		2,302		91,021
S&T Bancorp, Inc.		567		22,136
Sandy Spring Bancorp, Inc.		517		20,675
Shore Bancshares, Inc.		5,126		78,172
Sierra Bancorp		776		20,634
Southwest Bancorp, Inc.		920		26,680
State Bank Financial Corp.		1,420		38,141
Suffolk Bancorp		1,158		49,586
Summit Financial Group, Inc.		1,814		49,939
TCF Financial Corp.		3,490		68,369
Texas Capital Bancshares, Inc. (a)		1,225		96,040
TriCo Bancshares		1,835		62,720
Triumph Bancorp, Inc. (a)		3,783		98,925
Trustmark Corp.		2,510		89,482
Valley National Bancorp		1,483		17,262
				3,639,260
*Capital Markets — 0.50%*
Och-Ziff Capital Management Group LLC (a)		10,271		33,997
Oppenheimer Holdings, Inc.		3,357		62,440
				96,437
*Consumer Finance — 0.87%*
Nelnet, Inc.		1,372		69,629
SLM Corp. (a)		8,811		97,097
				166,726

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Diversified Value Fund (Unaudited)

	Shares Held		Value
*Insurance — 4.04%*
Ambac Financial Group, Inc. (a)		1,762	$	39,645
American National Insurance Company		253		31,526
Aspen Insurance Holdings Ltd.		608		33,440
Crawford & Company		3,548		33,600
Employers Holdings, Inc.		1,035		40,986
Enstar Group Ltd. (a)		183		36,179
Global Indemnity Ltd. (a)		2,199		84,023
Greenlight Capital Re Ltd. (a)		1,341		30,575
Hallmark Financial Services, Inc. (a)		2,594		30,168
Horace Mann Educators Corp.		1,831		78,367
Kemper Corp.		1,459		64,634
MBIA, Inc. (a)		4,325		46,278
National Western Life Group, Inc.		314		97,590
The Navigators Group, Inc.		346		40,742
State Auto Financial Corp.		1,278		34,263
Third Point Reinsurance Ltd. (a)		4,965		57,346
				779,362
*Mortgage Real Estate Investment Trusts — 1.49%*
Altisource Residential Corp.		3,343		36,907
Arbor Realty Trust, Inc.		7,755		57,853
Ares Commercial Real Estate Corp.		1,321		18,137
Cherry Hill Mortgage Investment Corp.		992		18,044
Chimera Investment Corp.		1,032		17,565
Great Ajax Corp.		2,630		34,900
MFA Financial, Inc.		1,966		15,001
PennyMac Mortgage Investment Trust		2,139		35,015
Resource Capital Corp.		4,189		34,894
Sutherland Asset Management Corp.		1,376		18,507
				286,823
*Thrifts & Mortgage Finance — 3.47%*
Dime Community Bancshares, Inc.		2,513		50,511
ESSA Bancorp, Inc.		3,223		50,666
EverBank Financial Corp.		3,978		77,371
HomeStreet, Inc. (a)		2,118		66,929
OceanFirst Financial Corp.		1,643		49,339
PennyMac Financial Services, Inc. (a)		1,870		31,136
PHH Corp. (a)		4,635		70,267
Provident Financial Holdings, Inc.		3,425		69,254
Territorial Bancorp, Inc.		1,673		54,941
TrustCo Bank Corp.		7,213		63,114
Washington Federal, Inc.		2,516		86,424
				669,952
TOTAL FINANCIALS				5,638,560

	Shares Held		Value
*HEALTH CARE — 1.69%* *Health Care Equipment & Supplies — 0.63%*
Anika Therapeutics, Inc. (a)		319	$	15,618
Exactech, Inc. (a)		1,102		30,085
LivaNova PLC (a)		1,705		76,674
				122,377
*Health Care Providers & Services — 1.06%*
Kindred Healthcare, Inc.		9,909		77,785
LifePoint Health, Inc. (a)		1,352		76,794
National HealthCare Corp.		238		18,038
Surgery Partners, Inc. (a)		1,957		31,018
				203,635
TOTAL HEALTH CARE				326,012
*INDUSTRIALS — 17.88%* *Aerospace & Defense — 0.84%*
Ducommun, Inc. (a)		619		15,822
LMI Aerospace, Inc. (a)		4,442		38,290
National Presto Industries, Inc.		169		17,982
Vectrus, Inc. (a)		3,798		90,582
				162,676
*Air Freight & Logistics — 0.16%*
Forward Air Corp.		279		13,219
Hub Group, Inc. (a)		391		17,106
				30,325
*Building Products — 0.89%*
CSW Industrials, Inc. (a)		2,062		75,985
Masonite International Corp. (a)		1,186		78,039
Quanex Building Products Corp.		837		16,991
				171,015
*Commercial Services & Supplies — 2.06%*
Atento SA (a)		7,431		56,476
The Brink's Company		1,770		73,012
Deluxe Corp.		753		53,922
Essendant, Inc.		835		17,452
McGrath RentCorp		1,147		44,951
NL Industries, Inc. (a)		5,926		48,297
Performant Financial Corp. (a)		17,485		41,090
Steelcase, Inc.		790		14,141
UniFirst Corp.		257		36,918
West Corp.		479		11,860
				398,119

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Diversified Value Fund (Unaudited)

	Shares Held		Value
*Construction & Engineering — 1.42%*
KBR, Inc.		4,385	$	73,186
Orion Group Holdings, Inc. (a)		7,453		74,157
Primoris Services Corp.		1,805		41,118
Tutor Perini Corp. (a)		3,045		85,260
				273,721
*Electrical Equipment — 0.80%*
Allied Motion Technologies, Inc.		1,594		34,096
Babcock & Wilcox Enterprises, Inc. (a)		697		11,563
Power Solutions International, Inc. (a)		9,506		71,295
Preformed Line Products Company		399		23,190
Thermon Group Holdings, Inc. (a)		801		15,291
				155,435
*Machinery — 5.92%*
Chart Industries, Inc. (a)		1,346		48,483
Columbus McKinnon Corp.		934		25,255
The Eastern Company		2,696		56,346
Graham Corp.		721		15,970
The Greenbrier Companies, Inc.		2,067		85,884
Hardinge, Inc.		3,169		35,113
Harsco Corp. (a)		4,079		55,474
Hurco Companies, Inc.		2,228		73,747
Hyster-Yale Materials Handling, Inc.		918		58,541
Kadant, Inc.		330		20,196
LB Foster Company		4,253		57,841
Luxfer Holdings PLC — ADR		2,688		29,272
Meritor, Inc. (a)		5,955		73,961
Miller Industries, Inc.		2,906		76,864
Mueller Industries, Inc.		497		19,860
Navistar International Corp. (a)		2,940		92,227
NN, Inc.		4,173		79,496
Oshkosh Corp.		717		46,325
Supreme Industries, Inc.		4,011		62,973
Twin Disc, Inc. (a)		2,632		38,427
Wabash National Corp. (a)		5,619		88,893
				1,141,148
*Marine — 0.40%*
Matson, Inc.		2,172		76,867

	Shares Held		Value
*Professional Services — 4.03%*
Barrett Business Services, Inc.		1,559	$	99,931
CBIZ, Inc. (a)		2,847		39,004
CRA International, Inc.		2,454		89,816
FTI Consulting, Inc. (a)		731		32,953
Heidrick & Struggles International, Inc.		3,650		88,148
Hill International, Inc. (a)		13,388		58,238
Kelly Services, Inc.		2,479		56,819
Korn/Ferry International		3,088		90,880
Resources Connection, Inc.		2,975		57,269
RPX Corp. (a)		6,872		74,218
TrueBlue, Inc. (a)		3,663		90,293
				777,569
*Road & Rail — 0.31%*
Roadrunner Transportation Systems, Inc. (a)		3,689		38,328
Saia, Inc. (a)		498		21,987
				60,315
*Trading Companies & Distributors — 1.05%*
Rush Enterprises, Inc. (a)		3,184		101,570
Titan Machinery, Inc. (a)		4,465		65,055
WESCO International, Inc. (a)		526		35,005
				201,630
TOTAL INDUSTRIALS				3,448,820
*INFORMATION TECHNOLOGY — 13.27%* *Communications Equipment — 2.41%*
ClearOne, Inc.		4,470		50,958
Comtech Telecommunications Corp.		6,227		73,790
Digi International, Inc. (a)		4,969		68,324
Extreme Networks, Inc. (a)		16,686		83,930
NETGEAR, Inc. (a)		1,433		77,884
Plantronics, Inc.		951		52,077
TESSCO Technologies, Inc.		4,463		58,019
				464,982

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Diversified Value Fund (Unaudited)

	Shares Held		Value
*Electronic Equipment, Instruments & Components — 5.90%*
Anixter International, Inc. (a)		968	$	78,456
AVX Corp.		2,134		33,354
Benchmark Electronics, Inc. (a)		2,739		83,540
Control4 Corp. (a)		5,494		56,039
Daktronics, Inc.		4,958		53,051
ePlus, Inc. (a)		711		81,907
Insight Enterprises, Inc. (a)		2,047		82,781
InvenSense, Inc. (a)		7,093		90,718
Methode Electronics, Inc.		999		41,309
MTS Systems Corp.		356		20,185
Park Electrochemical Corp.		2,840		52,966
PC Connection, Inc.		1,902		53,427
PCM, Inc. (a)		2,658		59,805
Plexus Corp. (a)		748		40,422
Sanmina Corp. (a)		1,252		45,886
ScanSource, Inc. (a)		1,350		54,473
Tech Data Corp. (a)		572		48,437
TTM Technologies, Inc. (a)		6,157		83,919
Vishay Intertechnology, Inc.		3,479		56,360
Vishay Precision Group, Inc. (a)		1,091		20,620
				1,137,655
*Internet Software & Services — 0.47%*
DHI Group, Inc. (a)		6,233		38,956
RetailMeNot, Inc. (a)		1,500		13,950
Travelzoo, Inc. (a)		3,984		37,450
				90,356
*IT Services — 0.72%*
Computer Services, Inc.		347		13,776
Computer Task Group, Inc.		13,012		54,781
Datalink Corp. (a)		6,145		69,192
				137,749
*Semiconductors & Semiconductor Equipment — 3.04%*
Ambarella, Inc. (a)		1,074		58,136
Amkor Technology, Inc. (a)		6,956		73,386
Cabot Microelectronics Corp.		717		45,293
Cirrus Logic, Inc. (a)		1,240		70,110
Diodes, Inc. (a)		3,254		83,529
NVE Corp.		518		37,001
PDF Solutions, Inc. (a)		2,103		47,423
Photronics, Inc. (a)		2,868		32,408
Synaptics, Inc. (a)		913		48,919
Ultra Clean Holdings, Inc. (a)		2,747		26,646
Xcerra Corp. (a)		8,277		63,236
				586,087

	Shares Held		Value
*Software — 0.30%*
Mentor Graphics Corp.		652	$	24,052
VASCO Data Security International, Inc. (a)		2,467		33,675
				57,727
*Technology Hardware, Storage & Peripherals — 0.43%*
Super Micro Computer, Inc. (a)		2,979		83,561
TOTAL INFORMATION TECHNOLOGY				2,558,117
*MATERIALS — 4.94%* *Chemicals — 1.79%*
American Vanguard Corp.		3,696		70,778
The Chemours Company		1,574		34,770
CVR Partners LP		6,341		38,109
FutureFuel Corp.		2,496		34,694
Huntsman Corp.		2,187		41,728
Innophos Holdings, Inc.		762		39,822
Innospec, Inc.		664		45,484
Minerals Technologies, Inc.		516		39,861
				345,246
*Construction Materials — 0.10%*
United States Lime & Minerals, Inc.		247		18,710
*Containers & Packaging — 0.49%*
Greif, Inc.		440		22,576
UFP Technologies, Inc. (a)		2,839		72,253
				94,829
*Metals & Mining — 1.23%*
Ampco-Pittsburgh Corp.		3,075		51,506
Century Aluminum Company (a)		4,935		42,244
Constellium NV (a)		5,515		32,539
Kaiser Aluminum Corp.		489		37,990
Real Industry, Inc. (a)		12,150		74,115
				238,394
*Paper & Forest Products — 1.33%*
Boise Cascade Company (a)		3,266		73,485
Domtar Corp.		377		14,714
KapStone Paper and Packaging Corp.		2,883		63,570
PH Glatfelter Company		740		17,679
Schweitzer-Mauduit International, Inc.		1,899		86,462
				255,910
TOTAL MATERIALS				953,089
*REAL ESTATE — 0.90%* *Equity Real Estate Investment Trusts — 0.90%*
The GEO Group, Inc.		2,634		94,640
Granite Real Estate Investment Trust		2,332		78,052
TOTAL REAL ESTATE				172,692

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Small Cap Diversified Value Fund (Unaudited)

	Shares Held		Value
*TELECOMMUNICATION SERVICES — 0.86%* *Diversified Telecommunication Services — 0.86%*
ATN International, Inc.		501	$	40,145
IDT Corp.		4,142		76,793
Inteliquent, Inc.		2,091		47,926
TOTAL TELECOMMUNICATION SERVICES				164,864
*UTILITIES — 3.15%* *Electric Utilities — 1.50%*
ALLETE, Inc.		1,132		72,663
El Paso Electric Company		659		30,644
The Empire District Electric Company		870		29,658
MGE Energy, Inc.		287		18,741
Otter Tail Corp.		1,530		62,424
PNM Resources, Inc.		2,192		75,186
				289,316
*Gas Utilities — 0.79%*
Northwest Natural Gas Company		271		16,206
ONE Gas, Inc.		246		15,734
South Jersey Industries, Inc.		1,035		34,869
Southwest Gas Corp.		215		16,473
Spire, Inc.		219		14,136
Star Gas Partners LP		5,105		54,931
				152,349
*Independent Power and Renewable Electricity* *Producers — 0.35%*
Dynegy, Inc. (a)		7,953		67,282
*Multi-Utilities — 0.51%*
Avista Corp.		1,724		68,943
NorthWestern Corp.		232		13,194
Unitil Corp.		348		15,778
				97,915
TOTAL UTILITIES				606,862
Total common stocks (Cost $15,081,342)				18,776,587

	Shares Held		Value
INVESTMENT COMPANIES — 2.45%
*Business Development Companies — 2.45%*
Capitala Finance Corp.		2,492	$	32,222
Fifth Street Finance Corp.		10,814		58,071
Fifth Street Senior Floating Rate Corp.		5,734		49,943
Garrison Capital, Inc.		3,870		36,185
KCAP Financial, Inc.		13,521		53,814
Medley Capital Corp.		4,203		31,565
MVC Capital, Inc.		8,016		68,776
Prospect Capital Corp.		4,068		33,968
Stellus Capital Investment Corp.		1,441		17,378
TICC Capital Corp.		6,097		40,301
WhiteHorse Finance, Inc.		4,192		51,017
Total investment companies (Cost $481,856)				473,240
Total long-term investments (Cost $15,563,198)				19,249,827
SHORT-TERM INVESTMENTS — 2.64%	Principal Amount
*Time Deposits — 2.64%*
The Bank of Tokyo-Mitsubishi UFJ, Ltd., 0.26%, 01/03/2017*	$	509,524		509,524
Total short-term investments (Cost $509,524)				509,524
Total investments — 102.46% (Cost $16,072,722)				19,759,351
Liabilities in excess of other assets — (2.46)%				(474,769	)
Net assets — 100.00%			$	19,284,582

(a) — Non-income producing 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.
31

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Global Value Fund (Unaudited)

* Based on country of risk.

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		4.92	%
Danieli & C Officine Meccaniche SpA		4.49	%
Citigroup, Inc.		3.45	%
Zurich Insurance Group AG		3.25	%
Hewlett Packard Enterprise Company		3.12	%
Royal Mail PLC		3.09	%
Corning, Inc.		2.88	%
Telefonaktiebolaget LM Ericsson		2.72	%
BAE Systems PLC		2.70	%
Bank of America Corp.		2.68	%

COMMON STOCKS — 99.09%	Shares Held		Value
*CONSUMER DISCRETIONARY — 9.69%* *Auto Components — 2.29%*
Adient PLC (a)		1,229	$	72,019
Magna International, Inc.		2,051		89,014
				161,033
*Automobiles — 3.69%*
Bayerische Motoren Werke AG (v)		1,388		106,002
General Motors Company		2,961		103,161
Honda Motor Company Ltd. (v)		1,700		49,632
				258,795
*Media — 1.95%*
Discovery Communications, Inc. — Class A (a)		2,487		68,169
Discovery Communications, Inc. — Class C (a)		2,559		68,530
				136,699
*Specialty Retail — 1.76%*
Bed Bath & Beyond, Inc.		754		30,643
Office Depot, Inc.		20,633		93,261
				123,904
TOTAL CONSUMER DISCRETIONARY				680,431
*CONSUMER STAPLES — 1.08%* *Food & Staples Retailing — 1.08%*
Tesco PLC (a) (v)		29,795		75,972
TOTAL CONSUMER STAPLES				75,972
*ENERGY — 10.52%* *Energy Equipment & Services — 2.53%*
WorleyParsons Ltd. (a) (v)		25,547		177,833

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 7.99%*
Cairn Energy PLC (a) (v)		34,017	$	98,836
Cobalt International Energy, Inc. (a)		26,933		32,858
Hess Corp.		645		40,177
Kosmos Energy Ltd. (a)		6,438		45,130
Marathon Oil Corp.		6,287		108,828
Ophir Energy PLC (a) (v)		123,496		146,168
Rockhopper Exploration PLC (a) (v)		172,332		48,437
Whiting Petroleum Corp. (a)		3,403		40,904
				561,338
TOTAL ENERGY				739,171
*FINANCIALS — 27.44%* *Banks — 14.22%*
Bank of America Corp.		8,512		188,115
Barclays PLC (v)		47,300		129,809
Citigroup, Inc.		4,075		242,177
Citizens Financial Group, Inc.		992		35,345
JPMorgan Chase & Company		1,030		88,879
Popular, Inc.		1,655		72,522
Societe Generale SA (v)		2,037		100,194
Standard Chartered PLC (a) (v)		8,620		70,296
Wells Fargo & Company		1,294		71,312
				998,649
*Capital Markets — 1.56%*
Credit Suisse Group AG (a) (v)		7,641		109,198
*Consumer Finance — 1.60%*
Capital One Financial Corp.		725		63,249
Santander Consumer USA Holdings, Inc. (a)		3,654		49,329
				112,578

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Global Value Fund (Unaudited)

	Shares Held		Value
*Insurance — 10.06%*
American International Group, Inc.		5,289	$	345,425
Willis Towers Watson PLC		1,090		133,285
Zurich Insurance Group AG (a) (v)		830		228,100
				706,810
TOTAL FINANCIALS				1,927,235
*HEALTH CARE — 6.73%* *Health Care Providers & Services — 1.92%*
Anthem, Inc.		941		135,288
*Pharmaceuticals — 4.81%*
GlaxoSmithKline PLC — ADR		3,061		117,879
KYORIN Holdings, Inc. (v)		3,100		66,337
Sanofi (v)		1,897		153,402
				337,618
TOTAL HEALTH CARE				472,906
*INDUSTRIALS — 19.06%* *Aerospace & Defense — 4.12%*
BAE Systems PLC (v)		26,091		189,775
Embraer SA — ADR		5,173		99,580
				289,355
*Air Freight & Logistics — 3.09%*
Royal Mail PLC (v)		38,201		217,151
*Construction & Engineering — 0.56%*
Bouygues SA (v)		1,100		39,379
*Industrial Conglomerates — 2.04%*
Koninklijke Philips NV (v)		4,689		143,352
*Machinery — 9.25%*
CNH Industrial NV		11,996		104,245
Cummins, Inc.		1,219		166,601
Danieli & C Officine Meccaniche SpA (v)		19,838		315,696
Navistar International Corp. (a)		2,014		63,179
				649,721
TOTAL INDUSTRIALS				1,338,958
*INFORMATION TECHNOLOGY — 18.54%* *Communications Equipment — 5.00%*
ARRIS International PLC (a)		5,322		160,352
Telefonaktiebolaget LM Ericsson — ADR		32,752		190,944
				351,296
*Electronic Equipment, Instruments & Components — 4.62%*
Corning, Inc.		8,329		202,145
Nippon Electric Glass Company Ltd. (v)		10,000		53,954
TE Connectivity Ltd.		992		68,726
				324,825
*Semiconductors & Semiconductor Equipment — 0.92%*
Marvell Technology Group Ltd.		4,647		64,454

	Shares Held		Value
*Software — 4.88%*
Microsoft Corp.		2,772	$	172,252
Oracle Corp.		4,435		170,526
				342,778
*Technology Hardware, Storage & Peripherals — 3.12%*
Hewlett Packard Enterprise Company		9,468		219,089
TOTAL INFORMATION TECHNOLOGY				1,302,442
*TELECOMMUNICATION SERVICES — 2.69%* *Wireless Telecommunication Services — 2.69%*
Orange Belgium SA (a) (v)		1,640		34,237
Vodafone Group PLC — ADR		6,324		154,496
TOTAL TELECOMMUNICATION SERVICES				188,733
*UTILITIES — 3.34%* *Independent Power and Renewable Electricity* *Producers — 3.34%*
Calpine Corp. (a)		14,177		162,043
NRG Energy, Inc.		5,938		72,800
TOTAL UTILITIES				234,843
Total common stocks (Cost $6,479,233)				6,960,691
Total long-term investments (Cost $6,479,233)				6,960,691
SHORT-TERM INVESTMENTS — 1.17%	Principal Amount
*Time Deposits — 1.17%*
Bank of Montreal, 0.26%, 01/03/2017*	$	81,813		81,813
Total short-term investments (Cost $81,813)				81,813
Total investments — 100.26% (Cost $6,561,046)				7,042,504
Liabilities in excess of other assets — (0.26)%				(17,917	)
Net assets — 100.00%			$	7,024,587

(a) — Non-income producing security.

(v) — 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 $2,553,760, which represented 36.35% 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.
33

Schedule of Investments — December 31, 2016

Hotchkis & Wiley International Value Fund (Unaudited)

* Based on country of risk.

Largest Equity Holdings	Percent of net assets
Danieli & C Officine Meccaniche SpA		5.23	%
Zurich Insurance Group AG		5.00	%
Global Indemnity Ltd.		4.45	%
BAE Systems PLC		4.31	%
ARRIS International PLC		4.00	%
Royal Mail PLC		3.57	%
Koninklijke Philips NV		3.38	%
WorleyParsons Ltd.		3.27	%
Barclays PLC		3.12	%
Sanofi		2.98	%

COMMON STOCKS — 98.44%	Shares Held		Value
*CONSUMER DISCRETIONARY — 7.67%* *Auto Components — 2.86%*
Adient PLC (a)		429	$	25,139
Magna International, Inc.		778		33,765
				58,904
*Automobiles — 2.19%*
Bayerische Motoren Werke AG (v)		399		30,472
Honda Motor Company Ltd. (v)		500		14,598
				45,070
*Household Durables — 0.77%*
Metall Zug AG		5		15,904
*Media — 0.59%*
RTL Group SA		166		12,089
*Specialty Retail — 1.26%*
Kingfisher PLC (v)		3,895		16,782
Pendragon PLC (v)		23,455		9,009
				25,791
TOTAL CONSUMER DISCRETIONARY				157,758
*CONSUMER STAPLES — 1.63%* *Food & Staples Retailing — 1.63%*
Tesco PLC (a) (v)		13,151		33,533
TOTAL CONSUMER STAPLES				33,533
*ENERGY — 8.27%* *Energy Equipment & Services — 3.27%*
WorleyParsons Ltd. (a) (v)		9,668		67,299
*Oil, Gas & Consumable Fuels — 5.00%*
BowLeven PLC (a)		27,898		8,080
Cairn Energy PLC (a) (v)		9,036		26,254
Kosmos Energy Ltd. (a)		3,274		22,951
Ophir Energy PLC (a) (v)		32,888		38,926
Rockhopper Exploration PLC (a) (v)		23,249		6,534
				102,745
TOTAL ENERGY				170,044

	Shares Held		Value
*FINANCIALS — 28.44%* *Banks — 9.26%*
Barclays PLC (v)		23,365	$	64,122
BNP Paribas SA (v)		363		23,101
ING Groep NV (v)		1,777		25,018
Societe Generale SA (v)		1,148		56,466
Standard Chartered PLC (a) (v)		2,676		21,823
				190,530
*Capital Markets — 2.97%*
Credit Suisse Group AG (a) (v)		4,277		61,123
*Insurance — 16.21%*
Enstar Group Ltd. (a)		301		59,508
Global Indemnity Ltd. (a)		2,394		91,475
RSA Insurance Group PLC (v)		2,767		19,954
Willis Towers Watson PLC		488		59,672
Zurich Insurance Group AG (a) (v)		374		102,783
				333,392
TOTAL FINANCIALS				585,045
*HEALTH CARE — 8.78%* *Health Care Equipment & Supplies — 2.66%*
Draegerwerk AG & Company KGaA (v)		123		54,613
*Pharmaceuticals — 6.12%*
GlaxoSmithKline PLC (v)		2,360		45,332
KYORIN Holdings, Inc. (v)		900		19,259
Sanofi (v)		759		61,377
				125,968
TOTAL HEALTH CARE				180,581
*INDUSTRIALS — 24.00%* *Aerospace & Defense — 5.75%*
BAE Systems PLC (v)		12,197		88,715
Embraer SA — ADR		1,537		29,587
				118,302

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley International Value Fund (Unaudited)

	Shares Held		Value
*Air Freight & Logistics — 3.57%*
Royal Mail PLC (v)		12,940	$	73,556
*Building Products — 1.29%*
Masonite International Corp. (a)		403		26,517
*Construction & Engineering — 1.61%*
Bouygues SA (v)		924		33,079
*Electrical Equipment — 0.73%*
Eaton Corp. PLC		223		14,961
*Industrial Conglomerates — 3.38%*
Koninklijke Philips NV (v)		2,277		69,613
*Machinery — 7.67%*
CNH Industrial NV		3,742		32,518
Danieli & C Officine Meccaniche SpA (v)		6,763		107,624
KSB AG (v)		47		17,566
				157,708
TOTAL INDUSTRIALS				493,736
*INFORMATION TECHNOLOGY — 14.33%* *Communications Equipment — 8.79%*
ARRIS International PLC (a)		2,732		82,315
Telefonaktiebolaget LM Ericsson — ADR		6,391		37,260
Telefonaktiebolaget LM Ericsson (v)		10,454		61,270
				180,845
*Electronic Equipment, Instruments & Components — 4.45%*
Nippon Electric Glass Company Ltd. (v)		8,000		43,164
TE Connectivity Ltd.		698		48,357
				91,521
*Semiconductors & Semiconductor Equipment — 1.09%*
Marvell Technology Group Ltd.		1,616		22,414
TOTAL INFORMATION TECHNOLOGY				294,780
*MATERIALS — 2.08%* *Chemicals — 2.08%*
Tikkurila Oyj (v)		2,165		42,769
TOTAL MATERIALS				42,769
*TELECOMMUNICATION SERVICES — 3.24%* *Wireless Telecommunication Services — 3.24%*
Orange Belgium SA (a) (v)		771		16,096
Vodafone Group PLC (v)		20,545		50,559
TOTAL TELECOMMUNICATION SERVICES				66,655
Total common stocks (Cost $1,887,771)				2,024,901
Total long-term investments (Cost $1,887,771)				2,024,901

SHORT-TERM INVESTMENTS — 2.94%	Principal Amount		Value
*Time Deposits — 2.94%*
Standard Chartered Bank, 0.26%, 01/03/2017*	$	60,422	$	60,422
Total short-term investments (Cost $60,422)				60,422
Total investments — 101.38% (Cost $1,948,193)				2,085,323
Liabilities in excess of other assets — (1.38)%				(28,368	)
Net assets — 100.00%			$	2,056,955

(a) — Non-income producing security.

(v) — 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 $1,402,389, which represented 68.18% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Value Opportunities Fund (Unaudited)

Largest Holdings*	Percent of net assets
Bank of America Corp.		6.83	%
American International Group, Inc.		5.85	%
Telefonaktiebolaget LM Ericsson		4.57	%
Wells Fargo & Company		4.54	%
Microsoft Corp.		4.32	%
Danieli & C Officine Meccaniche SpA		4.27	%
Oracle Corp.		4.18	%
Hewlett Packard Enterprise Company		4.10	%
Citigroup, Inc.		3.89	%
Royal Mail PLC		3.29	%

* Excluding short-term securities.

COMMON STOCKS — 87.65%	Shares Held		Value
*CONSUMER DISCRETIONARY — 10.09%* *Auto Components — 0.52%*
Magna International, Inc.		60,400	$	2,621,360
*Automobiles — 1.69%*
General Motors Company		244,500		8,518,380
*Household Durables — 0.97%*
TRI Pointe Group, Inc. (a)		425,200		4,881,296
*Media — 4.70%*
Discovery Communications, Inc. — Class A (a)		506,700		13,888,647
Discovery Communications, Inc. — Class C (a)		363,000		9,721,140
				23,609,787
*Specialty Retail — 1.78%*
Office Depot, Inc. (c)		1,974,900		8,926,548
*Textiles, Apparel & Luxury Goods — 0.43%*
JG Boswell Company		3,401		2,159,635
TOTAL CONSUMER DISCRETIONARY				50,717,006
*ENERGY — 8.11%* *Energy Equipment & Services — 2.42%*
Vantage Drilling International (a) (i)		21,433		2,218,316
WorleyParsons Ltd. (a) (c) (v)		1,424,700		9,917,362
				12,135,678
*Oil, Gas & Consumable Fuels — 5.69%*
Cairn Energy PLC (a) (v)		1,938,500		5,632,312
Cobalt International Energy, Inc. (a)		953,775		1,163,606
Energy XXI Gulf Coast, Inc. (a) (f) (i)		305,566		8,417,460
Etablissements Maurel et Prom (a) (v)		274,200		1,215,668
InterOil Corp. (a)		150,200		7,146,516
Ophir Energy PLC (a) (v)		3,788,500		4,483,995
Rockhopper Exploration PLC (a) (v)		1,919,100		539,392
				28,598,949
TOTAL ENERGY				40,734,627

	Shares Held		Value
*FINANCIALS — 31.21%* *Banks — 16.94%*
Bank of America Corp. (c)		1,551,600	$	34,290,360
Citigroup, Inc. (c)		329,100		19,558,413
JPMorgan Chase & Company (c)		97,900		8,447,791
Wells Fargo & Company		414,200		22,826,562
				85,123,126
*Capital Markets — 4.05%*
The Goldman Sachs Group, Inc.		48,200		11,541,490
Motors Liquidation Company GUC Trust (a)		1,048,100		8,804,040
				20,345,530
*Consumer Finance — 0.72%*
Capital One Financial Corp.		41,500		3,620,460
*Insurance — 9.50%*
American International Group, Inc. (c)		449,900		29,382,969
Global Indemnity Ltd. (a)		94,800		3,622,308
Zurich Insurance Group AG (a) (v)		53,500		14,702,860
				47,708,137
TOTAL FINANCIALS				156,797,253
*HEALTH CARE — 2.22%* *Health Care Providers & Services — 2.22%*
Anthem, Inc.		18,500		2,659,745
Hanger, Inc. (a)		738,000		8,486,483
TOTAL HEALTH CARE				11,146,228
*INDUSTRIALS — 11.09%* *Air Freight & Logistics — 3.29%*
Royal Mail PLC (c) (v)		2,911,200		16,548,494
*Building Products — 0.32%*
Masonite International Corp. (a)		24,000		1,579,200

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Value Opportunities Fund (Unaudited)

	Shares Held		Value
*Machinery — 5.94%*
Danieli & C Officine Meccaniche SpA (c) (v)		1,346,700	$	21,430,940
EnPro Industries, Inc.		94,600		6,372,256
KSB AG (c) (v)		5,473		2,045,545
				29,848,741
*Professional Services — 0.13%*
Hudson Global, Inc. (a)		481,700		655,112
*Trading Companies & Distributors — 1.41%*
Rush Enterprises, Inc. (a) (c)		222,700		7,104,130
TOTAL INDUSTRIALS				55,735,677
*INFORMATION TECHNOLOGY — 23.17%* *Communications Equipment — 7.60%*
ARRIS International PLC (a)		505,000		15,215,650
Telefonaktiebolaget LM Ericsson — ADR		3,940,900		22,975,447
				38,191,097
*Electronic Equipment, Instruments & Components — 2.97%*
Corning, Inc. (c)		489,500		11,880,165
Nippon Electric Glass Company Ltd. (v)		558,000		3,010,667
				14,890,832
*Software — 8.50%*
Microsoft Corp. (c)		348,900		21,680,646
Oracle Corp. (c)		546,200		21,001,390
				42,682,036
*Technology Hardware, Storage & Peripherals — 4.10%*
Hewlett Packard Enterprise Company		890,900		20,615,426
TOTAL INFORMATION TECHNOLOGY				116,379,391
*MATERIALS — 0.72%* *Metals & Mining — 0.72%*
GHW Holdco LLC (Acquired 10/28/2016, Cost $45,000) (a) (f) (i) (m)		2		45,000
Horsehead Holding LLC (a) (f) (i)		4,688		1,195,118
Real Industry, Inc. (a)		389,782		2,377,670
TOTAL MATERIALS				3,617,788
*REAL ESTATE — 1.04%* *Equity Real Estate Investment Trusts — 1.04%*
The GEO Group, Inc.		145,100		5,213,443
TOTAL REAL ESTATE				5,213,443
Total common stocks (Cost $409,209,739)				440,341,413
INVESTMENT COMPANIES — 0.21%
*Closed-End Funds — 0.21%*
Boulder Growth & Income Fund, Inc.		118,292		1,057,531
Total investment companies (Cost $649,324)				1,057,531

PREFERRED STOCKS — 0.40%	Shares Held		Value
*FINANCIALS — 0.40%* *Thrifts & Mortgage Finance — 0.40%*
Federal Home Loan Mortgage Corp. — Series K (a)		33,900	$	403,749
Federal Home Loan Mortgage Corp. — Series N (a)		118,600		1,383,469
Federal Home Loan Mortgage Corp. — Series S (a)		18,700		215,237
TOTAL FINANCIALS				2,002,455
Total preferred stocks (Cost $274,262)				2,002,455
CORPORATE BONDS — 7.71%	Principal Amount
*CONSUMER DISCRETIONARY — 0.50%* *Media — 0.50%*
MDC Partners, Inc. 6.500%, 05/01/2024 (r)	$	2,750,000		2,488,750
TOTAL CONSUMER DISCRETIONARY				2,488,750
*ENERGY — 4.15%* *Energy Equipment & Services — 0.00%*
Vantage Drilling International — Escrow 7.500%, 11/01/2019 (a) (f) (i)		12,000,000		0
*Oil, Gas & Consumable Fuels — 4.15%*
Cobalt International Energy, Inc. 10.750%, 12/01/2021 (r)		15,896,000		15,411,172
7.750%, 12/01/2023 (r)		9,708,000		5,436,480
				20,847,652
TOTAL ENERGY				20,847,652
*MATERIALS — 3.06%* *Chemicals — 2.84%*
Iracore International Holdings, Inc. 9.500%, 06/01/2018 (Acquired 11/12/2014 — 06/19/2015, Cost $21,250,780) (d) (i) (r)		27,207,000		14,283,675
*Metals & Mining — 0.22%*
New Day Aluminum LLC 10.000%, 10/28/2020 (Acquired 10/28/2016 — 12/31/2016, Cost $343,523) (f) (i) (m) (p)		1,131,366		321,308
10.000%, 10/28/2020 (Acquired 10/28/2016 — 12/31/2016, Cost $827,186) (f) (i) (m) (p)		2,724,275		773,694
Noranda Aluminum Acquisition Corp. 11.000%, 06/01/2019 (d) (f) (i)		41,000		0
				1,095,002
TOTAL MATERIALS				15,378,677
Total corporate bonds (Cost $44,496,131)				38,715,079
TERM LOANS — 1.12%
*ENERGY — 0.73%* *Oil, Gas & Consumable Fuels — 0.73%*
Lonestar Resources America, Inc. 12.000%, 12/31/2021 (f) (i) (p)		4,000,000		3,660,800
TOTAL ENERGY				3,660,800

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Value Opportunities Fund (Unaudited)

	Principal Amount		Value
*MATERIALS — 0.39%* *Metals & Mining — 0.39%*
New Day Aluminum LLC 8.000%, 10/28/2017 (Acquired 10/28/2016, Cost $768,000) (f) (i) (m)	$	768,000	$	768,000
8.000%, 10/28/2017 (Acquired 10/28/2016, Cost $1,200,000) (f) (i) (m)		1,200,000		1,200,000
TOTAL MATERIALS				1,968,000
Total term loans (Cost $5,642,662)				5,628,800
PURCHASED PUT OPTIONS — 0.09%	Contracts (100 shares per contract)
*ENERGY — 0.01%* *Energy Equipment & Services — 0.01%*
Patterson-UTI Energy, Inc. (a) Expiration: January 2017, Exercise Price: $24.00		2,000		40,000
TOTAL ENERGY				40,000
*FINANCIALS — 0.08%* *Capital Markets — 0.08%*
WisdomTree Investments, Inc. (a)
Expiration: January 2017, Exercise Price: $12.75		2,500		406,250
TOTAL FINANCIALS				406,250
Total purchased put options (Cost $1,872,942)				446,250
WARRANTS — 0.73%	Shares Held
*CONSUMER DISCRETIONARY — 0.11%* *Automobiles — 0.11%*
General Motors Company (a) Expiration: July 2019, Exercise Price: $18.33		33,866		580,125
TOTAL CONSUMER DISCRETIONARY				580,125
*ENERGY — 0.07%* *Oil, Gas & Consumable Fuels — 0.07%*
Comstock Resources, Inc. (a) (f) (i) Expiration: September 2018, Exercise Price: $0.01		5,913		58,184
Lonestar Resources America, Inc. (a) (f) (i) Expiration: December 2021, Exercise Price: $5.00		80,000		283,200
TOTAL ENERGY				341,384
*FINANCIALS — 0.55%* *Insurance — 0.55%*
American International Group, Inc. (a) Expiration: January 2021, Exercise Price: $44.43		117,400		2,754,204
TOTAL FINANCIALS				2,754,204

	Shares Held		Value
Total warrants (Cost $1,782,621)			$	3,675,713
Total long-term investments (Cost $463,927,681)				491,867,241
SHORT TERM INVESTMENTS — 0.00%	Principal Amount
*Time Deposits — 0.00%*
Brown Brothers Harriman & Co., 0.51%, 01/03/2017*	AUD	16		12
Brown Brothers Harriman & Co., 0.05%, 01/03/2017*	GBP	27		33
Total short-term investments (Cost $47)				45
Total investments — 97.91% (Cost $463,927,728)				491,867,286
Other assets in excess of liabilities — 2.09%				10,496,422
Net assets — 100.00%			$	502,363,708

(a) — Non-income producing security.

(c) — All or a portion of this security is segregated as collateral for futures contracts and unfunded loan commitments.

(d) — Issuer is currently in default on its regularly scheduled interest payments.

(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 $16,722,764, which represented 3.33% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security.

(m) — Restricted security. Purchased in a private placement transaction; resale to the public may require registration. The total market value of these securities was $3,108,002, which represented 0.62% of net assets.

(p) — Payment in-kind 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 $37,620,077, which represented 7.49% of net assets.

(v) — 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 $79,527,235, which represented 15.83% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

AUD — Australian Dollars

GBP — British Pounds

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

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

Schedule of Futures Contracts — December 31, 2016

Hotchkis & Wiley Value Opportunities Fund (Unaudited)

Description	Number of Contracts Purchased (Sold)			Expiration	Notional Amount at Value			Unrealized Appreciation (Depreciation)
Australian Dollar Currency Futures		(130	)	March 2017	$	(9,362,600	)	$	372,566
Euro Fx Currency Futures		(40	)	March 2017		(5,287,000	)		61,585
					$	(14,649,600	)	$	434,151

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Capital Income Fund (Unaudited)

Largest Issuers	Percent of net assets
American International Group, Inc.		2.49	%
Danieli & C Officine Meccaniche SpA		2.42	%
Popular, Inc.		2.23	%
Citigroup, Inc.		2.06	%
BAE Systems PLC		2.05	%
Royal Mail PLC		1.82	%
Bank of America Corp.		1.66	%
Telefonaktiebolaget LM Ericsson		1.66	%
Vodafone Group PLC		1.63	%
Oracle Corp.		1.63	%

COMMON STOCKS — 58.72%	Shares Held		Value
*CONSUMER DISCRETIONARY — 4.74%* *Auto Components — 0.77%*
Adient PLC (a)		1,939	$	113,625
Magna International, Inc.		3,772		163,705
				277,330
*Automobiles — 1.13%*
General Motors Company		7,396		257,676
General Motors Company — Escrow (a) (f) (i)		4,600		0
Honda Motor Company Ltd. — ADR		5,061		147,731
				405,407
*Media — 1.10%*
Discovery Communications, Inc. — Class A (a)		3,635		99,635
Discovery Communications, Inc. — Class C (a)		10,984		294,152
				393,787
*Specialty Retail — 1.36%*
Bed Bath & Beyond, Inc.		2,447		99,446
Office Depot, Inc.		86,578		391,333
				490,779
*Textiles, Apparel & Luxury Goods — 0.38%*
Quiksilver, Inc. (a) (f) (i)		6,960		137,669
TOTAL CONSUMER DISCRETIONARY				1,704,972
*CONSUMER STAPLES — 0.28%* *Food & Staples Retailing — 0.28%*
Tesco PLC — ADR (a)		13,275		100,757
TOTAL CONSUMER STAPLES				100,757
*ENERGY — 9.41%* *Energy Equipment & Services — 1.58%*
Vantage Drilling International (a) (i)		363		37,571
WorleyParsons Ltd. (a) (v)		76,278		530,972
				568,543

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 7.83%*
BowLeven PLC (a)		1,246,621	$	361,041
Cairn Energy PLC — ADR (a)		38,907		224,882
Cobalt International Energy, Inc. (a)		177,099		216,061
Energy XXI Gulf Coast, Inc. (a) (f) (i)		17,027		469,050
Hess Corp.		861		53,632
InterOil Corp. (a)		7,898		375,787
Kosmos Energy Ltd. (a)		10,572		74,110
Marathon Oil Corp.		6,368		110,230
Murphy Oil Corp.		3,306		102,916
Ophir Energy PLC — ADR (a)		210,834		502,797
PetroQuest Energy, Inc. (a)		1,984		6,567
Prairie Provident Resources, Inc. (a)		9,745		5,301
Warren Resources, Inc. (a) (f) (i)		1,559		2,156
Whiting Petroleum Corp. (a)		26,149		314,311
				2,818,841
TOTAL ENERGY				3,387,384
*FINANCIALS — 15.11%* *Banks — 6.88%*
Bank of America Corp.		27,074		598,335
Barclays PLC — ADR		13,706		150,766
Citigroup, Inc.		12,457		740,319
Citizens Financial Group, Inc.		6,122		218,127
Popular, Inc.		15,230		667,379
Societe Generale SA — ADR		10,642		104,504
				2,479,430
*Capital Markets — 2.18%*
Credit Suisse Group AG — ADR (a)		10,734		153,604
Fifth Street Asset Management, Inc.		65,744		440,484
Motors Liquidation Company GUC Trust (a)		22,647		190,235
				784,323

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Capital Income Fund (Unaudited)

	Shares Held		Value
*Consumer Finance — 0.74%*
Capital One Financial Corp.		1,848	$	161,219
Santander Consumer USA Holdings, Inc. (a)		7,733		104,396
				265,615
*Insurance — 5.31%*
American International Group, Inc. (c)		13,726		896,445
Global Indemnity Ltd. (a)		5,858		223,834
Willis Towers Watson PLC		2,014		246,272
Zurich Insurance Group AG — ADR		19,812		546,217
				1,912,768
TOTAL FINANCIALS				5,442,136
*HEALTH CARE — 3.29%* *Health Care Providers & Services — 0.95%*
Anthem, Inc.		2,387		343,179
*Pharmaceuticals — 2.34%*
GlaxoSmithKline PLC — ADR		8,963		345,165
KYORIN Holdings, Inc. (v)		6,900		147,655
Sanofi — ADR		8,662		350,291
				843,111
TOTAL HEALTH CARE				1,186,290
*INDUSTRIALS — 9.81%* *Aerospace & Defense — 2.33%*
BAE Systems PLC — ADR		25,483		739,772
Embraer SA — ADR		5,133		98,810
				838,582
*Air Freight & Logistics — 1.82%*
Royal Mail PLC — ADR		57,383		654,740
*Industrial Conglomerates — 1.24%*
Koninklijke Philips NV		14,607		446,536
*Machinery — 4.09%*
CNH Industrial NV		11,934		103,706
Cummins, Inc.		3,635		496,795
Danieli & C Officine Meccaniche SpA — ADR		54,538		871,518
				1,472,019
*Trading Companies & Distributors — 0.33%*
Rush Enterprises, Inc. (a)		3,792		120,965
TOTAL INDUSTRIALS				3,532,842
*INFORMATION TECHNOLOGY — 10.44%* *Communications Equipment — 3.24%*
ARRIS International PLC (a)		18,880		568,855
Telefonaktiebolaget LM Ericsson — ADR		102,586		598,077
				1,166,932

	Shares Held		Value
*Electronic Equipment, Instruments & Components — 2.51%*
Corning, Inc. (c)		22,174	$	538,163
Nippon Electric Glass Company Ltd. (v)		30,000		161,864
TE Connectivity Ltd.		2,930		202,990
				903,017
*Semiconductors & Semiconductor Equipment — 0.29%*
Marvell Technology Group Ltd.		7,582		105,162
*Software — 3.01%*
Microsoft Corp. (c)		8,008		497,617
Oracle Corp.		15,229		585,555
				1,083,172
*Technology Hardware, Storage & Peripherals — 1.39%*
Hewlett Packard Enterprise Company		21,672		501,490
TOTAL INFORMATION TECHNOLOGY				3,759,773
*MATERIALS — 0.61%* *Metals & Mining — 0.61%*
Horsehead Holding LLC (a) (f) (i)		861		219,496
TOTAL MATERIALS				219,496
*REAL ESTATE — 1.65%* *Equity Real Estate Investment Trusts — 1.65%*
The GEO Group, Inc. (c)		10,889		391,241
Granite Real Estate Investment Trust		6,046		202,360
TOTAL REAL ESTATE				593,601
*TELECOMMUNICATION SERVICES — 1.63%* *Wireless Telecommunication Services — 1.63%*
Vodafone Group PLC — ADR (c)		24,084		588,372
TOTAL TELECOMMUNICATION SERVICES				588,372
*UTILITIES — 1.75%* *Independent Power and Renewable Electricity* *Producers — 1.75%*
Calpine Corp. (a)		34,033		388,997
NRG Energy, Inc.		19,711		241,657
TOTAL UTILITIES				630,654
Total common stocks (Cost $19,050,886)				21,146,277
INVESTMENT COMPANIES — 0.28%
*Business Development Companies — 0.28%*
Fifth Street Senior Floating Rate Corp.		11,712		102,012
Total investment companies (Cost $106,658)				102,012

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Capital Income Fund (Unaudited)

PREFERRED STOCKS — 0.36%	Shares Held		Value
*FINANCIALS — 0.36%* *Banks — 0.36%*
Royal Bank of Scotland Group PLC, 6.600%		5,113	$	128,081
TOTAL FINANCIALS				128,081
Total preferred stocks (Cost $129,115)				128,081
CONVERTIBLE PREFERRED STOCKS — 0.23%
*ENERGY — 0.23%* *Energy Equipment & Services — 0.23%*
McDermott International, Inc., 6.250% (i)		3,468		83,613
TOTAL ENERGY				83,613
Total convertible preferred stocks (Cost $88,618)				83,613
CORPORATE BONDS — 35.65%	Principal Amount
*CONSUMER DISCRETIONARY — 6.64%* *Auto Components — 0.17%*
Adient Global Holdings Ltd. 4.875%, 08/15/2026 (r)	$	63,000		61,898
*Diversified Consumer Services — 0.29%*
Sotheby's 5.250%, 10/01/2022 (r)		106,000		104,675
*Hotels, Restaurants & Leisure — 1.40%*
KFC Holding Company / Pizza Hut Holdings LLC / Taco Bell of America LLC 5.250%, 06/01/2026 (r)		64,000		65,120
MGM Resorts International 7.750%, 03/15/2022 (c)		56,000		64,540
National CineMedia LLC 5.750%, 08/15/2026		50,000		51,000
Rivers Pittsburgh Borrower LP / Rivers Pittsburgh Finance Corp. 6.125%, 08/15/2021 (r)		49,000		50,225
Ruby Tuesday, Inc. 7.625%, 05/15/2020 (i)		220,000		210,099
Wynn Macau Ltd. 5.250%, 10/15/2021 (r)		61,000		61,763
				502,747
*Household Durables — 0.36%*
Weekley Homes LLC / Weekley Finance Corp. 6.000%, 02/01/2023		145,000		129,775
*Leisure Products — 0.42%*
Apex Tool Group LLC 7.000%, 02/01/2021 (r)		125,000		112,499
MCE Finance Ltd. 5.000%, 02/15/2021 (r)		39,000		38,947
				151,446

	Principal Amount		Value
*Media — 3.35%*
Altice Luxembourg SA 7.625%, 02/15/2025 (r)	$	119,000	$	125,396
Cable One, Inc. 5.750%, 06/15/2022 (r)		50,000		51,625
CCO Holdings LLC / CCO Holdings Capital Corp. 5.375%, 05/01/2025 (r)		60,000		61,950
5.750%, 02/15/2026 (r)		110,000		114,125
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (r)		279,000		246,565
LSC Communications, Inc. 8.750%, 10/15/2023 (r)		35,000		35,263
MDC Partners, Inc. 6.500%, 05/01/2024 (r)		122,000		110,410
SFR Group SA 6.000%, 05/15/2022 (r)		113,000		116,390
Townsquare Media, Inc. 6.500%, 04/01/2023 (r)		134,000		128,473
Virgin Media Finance PLC 6.375%, 04/15/2023 (r)		84,000		87,675
VTR Finance BV 6.875%, 01/15/2024 (r)		124,000		128,340
				1,206,212
*Multiline Retail — 0.27%*
JC Penney Corp., Inc. 5.875%, 07/01/2023 (r)		94,000		97,173
*Specialty Retail — 0.38%*
Chinos Intermediate Holdings A, Inc. 7.750%, 05/01/2019 (p) (r)		83,709		34,739
PetSmart, Inc. 7.125%, 03/15/2023 (r)		99,000		101,227
				135,966
TOTAL CONSUMER DISCRETIONARY				2,389,892
*CONSUMER STAPLES — 1.56%* *Food Products — 0.57%*
Pinnacle Operating Corp. 9.000%, 11/15/2020 (Acquired 09/13/2013 — 12/02/2016, Cost $166,072) (i) (r)		182,000		80,990
TreeHouse Foods, Inc. 6.000%, 02/15/2024 (r)		70,000		73,675
Wells Enterprises, Inc. 6.750%, 02/01/2020 (r)		50,000		51,813
				206,478

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Capital Income Fund (Unaudited)

	Principal Amount		Value
*Household Products — 0.99%*
American Greetings Corp. 7.375%, 12/01/2021 (c)	$	120,000	$	122,850
Central Garden & Pet Company 6.125%, 11/15/2023		57,000		60,420
FGI Operating Company LLC / FGI Finance, Inc. 7.875%, 05/01/2020 (i)		200,000		171,000
				354,270
TOTAL CONSUMER STAPLES				560,748
*ENERGY — 9.04%* *Energy Equipment & Services — 2.94%*
Atwood Oceanics, Inc. 6.500%, 02/01/2020		67,000		61,640
Bellatrix Exploration Ltd. 8.500%, 05/15/2020 (Acquired 05/15/2015 — 03/03/2016, Cost $96,787) (i) (r)		105,000		103,688
Callon Petroleum Company 6.125%, 10/01/2024 (r)		50,000		51,750
Globe Luxembourg SCA 9.625%, 05/01/2018 (r)		169,000		167,733
McDermott International, Inc. 8.000%, 05/01/2021 (r)		219,000		222,285
Noble Holding International Ltd. 7.750%, 01/15/2024		20,000		18,862
PHI, Inc. 5.250%, 03/15/2019		129,000		121,905
Shelf Drilling Holdings Ltd. 8.625%, 11/01/2018 (r)		117,000		98,865
Transocean, Inc. 9.000%, 07/15/2023 (r)		79,000		81,370
Unit Corp. 6.625%, 05/15/2021		135,000		131,625
Vantage Drilling International — Escrow 7.500%, 11/01/2019 (a) (f) (i)		2,000		0
7.125%, 04/01/2023 (a) (f) (i)		208,000		0
				1,059,723
*Oil, Gas & Consumable Fuels — 6.10%*
American Midstream Partners LP / American Midstream Finance Corp. 8.500%, 12/15/2021 (r)		75,000		74,625
Calumet Specialty Products Partners LP / Calumet Finance Corp. 6.500%, 04/15/2021		127,000		108,268
Cheniere Corpus Christi Holdings LLC 5.875%, 03/31/2025 (r)		75,000		76,805
Cobalt International Energy, Inc. 10.750%, 12/01/2021 (r)		249,000		241,405
7.750%, 12/01/2023 (r)		152,000		85,120
Comstock Resources, Inc. 10.000%, 03/15/2020 (p)		132,000		135,959

	Principal Amount		Value
Holly Energy Partners LP / Holly Energy Finance Corp. 6.000%, 08/01/2024 (r)	$	98,000	$	102,655
Kosmos Energy Ltd. 7.875%, 08/01/2021 (r)		315,000		314,999
Lonestar Resources America, Inc. 8.750%, 04/15/2019 (Acquired 09/01/2015 — 09/02/2015, Cost $473,186) (i) (r)		600,000		551,999
Murphy Oil Corp. 6.875%, 08/15/2024		65,000		69,388
Niska Gas Storage Ltd. / Niska Gas Storage Canada Finance Corp. 6.500%, 04/01/2019		105,000		106,050
PBF Logistics LP / PBF Logistics Finance Corp. 6.875%, 05/15/2023		75,000		74,063
PetroQuest Energy, Inc. 10.000%, 02/15/2021 (Acquired 06/28/2013 — 12/06/2016, Cost $103,896) (i) (p) (r)		109,000		77,390
Range Resources Corp. 5.000%, 08/15/2022 (r)		45,000		44,944
Sanchez Energy Corp. 6.125%, 01/15/2023		85,000		81,175
Whiting Petroleum Corp. 5.750%, 03/15/2021		52,000		52,044
				2,196,889
TOTAL ENERGY				3,256,612
*FINANCIALS — 1.67%* *Banks — 0.99%*
Lincoln Finance Ltd. 7.375%, 04/15/2021 (r)		69,000		73,744
Popular, Inc. 7.000%, 07/01/2019		132,000		136,785
Societe Generale SA 7.375%, 12/29/2049 (b) (r)		145,000		145,119
				355,648
*Consumer Finance — 0.68%*
Ally Financial, Inc. 5.750%, 11/20/2025		135,000		135,168
Credit Acceptance Corp. 6.125%, 02/15/2021		70,000		71,050
7.375%, 03/15/2023		37,000		38,203
				244,421
TOTAL FINANCIALS				600,069
*HEALTH CARE — 3.24%* *Health Care Equipment & Supplies — 0.50%*
Halyard Health, Inc. 6.250%, 10/15/2022 (c)		104,000		107,640
Hill-Rom Holdings, Inc. 5.750%, 09/01/2023 (r)		71,000		73,663
				181,303

The accompanying notes are an integral part of these financial statements.
43

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Capital Income Fund (Unaudited)

	Principal Amount		Value
*Health Care Providers & Services — 1.46%*
Centene Corp. 6.125%, 02/15/2024	$	65,000	$	68,656
CHS / Community Health Systems, Inc. 5.125%, 08/01/2021		32,000		29,760
6.875%, 02/01/2022		111,000		77,700
DJO Finco, Inc. / DJO Finance LLC / DJO Finance Corp. 8.125%, 06/15/2021 (r)		149,000		130,002
Tenet Healthcare Corp. 7.500%, 01/01/2022 (r)		35,000		36,575
6.750%, 06/15/2023		123,000		108,547
Universal Hospital Services, Inc. 7.625%, 08/15/2020		75,000		74,625
				525,865
*Pharmaceuticals — 1.28%*
AMAG Pharmaceuticals, Inc. 7.875%, 09/01/2023 (r)		127,000		127,635
Endo Ltd. / Endo Finance LLC / Endo Finco, Inc. 6.000%, 07/15/2023 (r)		147,000		129,728
Mallinckrodt International Finance SA / Mallinckrodt CB LLC 5.750%, 08/01/2022 (r)		134,000		129,645
Valeant Pharmaceuticals International, Inc. 6.125%, 04/15/2025 (r)		98,000		73,990
				460,998
TOTAL HEALTH CARE				1,168,166
*INDUSTRIALS — 6.06%* *Aerospace & Defense — 0.70%*
CBC Ammo LLC / CBC FinCo, Inc. 7.250%, 11/15/2021 (Acquired 04/09/2015 — 02/22/2016, Cost $228,284) (i) (r)		254,000		250,825
*Air Freight & Logistics — 0.31%*
XPO Logistics, Inc. 6.500%, 06/15/2022 (r)		104,000		109,590
*Building Products — 1.41%*
Ashton Woods USA LLC / Ashton Woods Finance Company 6.875%, 02/15/2021 (r)		90,000		87,075
Builders FirstSource, Inc. 5.625%, 09/01/2024 (r)		95,000		95,831
FBM Finance, Inc. 8.250%, 08/15/2021 (r)		100,000		106,000
Standard Industries, Inc. 6.000%, 10/15/2025 (r)		124,000		131,129
WESCO Distribution, Inc. 5.375%, 06/15/2024 (r)		88,000		88,440
				508,475

	Principal Amount		Value
*Commercial Services & Supplies — 0.84%*
Ashtead Capital, Inc. 5.625%, 10/01/2024 (r)	$	63,000	$	66,308
Herc Rentals, Inc. 7.750%, 06/01/2024 (r)		102,000		107,738
Zachry Holdings, Inc. 7.500%, 02/01/2020 (r)		126,000		129,937
				303,983
*Construction & Engineering — 0.54%*
AECOM 5.875%, 10/15/2024 (c)		113,000		121,205
Tutor Perini Corp. 7.625%, 11/01/2018		73,000		73,046
				194,251
*Electrical Equipment — 0.37%*
General Cable Corp. 5.750%, 10/01/2022		137,000		133,575
*Machinery — 0.92%*
Cleaver-Brooks, Inc. 8.750%, 12/15/2019 (r)		21,000		21,971
Meritor, Inc. 6.250%, 02/15/2024		174,000		171,390
Navistar International Corp. 8.250%, 11/01/2021		78,000		79,170
Terex Corp. 6.000%, 05/15/2021		58,000		59,523
				332,054
*Professional Services — 0.29%*
Enviva Partners LP / Enviva Partners Finance Corp. 8.500%, 11/01/2021 (r)		100,000		104,500
*Trading Companies & Distributors — 0.68%*
Real Alloy Holding, Inc. 10.000%, 01/15/2019 (r)		241,000		244,013
TOTAL INDUSTRIALS				2,181,266
*INFORMATION TECHNOLOGY — 1.36%* *Communications Equipment — 0.24%*
CommScope Technologies Finance LLC 6.000%, 06/15/2025 (r)		82,000		87,330
*Electronic Equipment, Instruments & Components — 0.53%*
Micron Technology, Inc. 7.500%, 09/15/2023 (r)		44,000		48,840
5.500%, 02/01/2025 (c)		51,000		51,000
Sensata Technologies BV 5.625%, 11/01/2024 (r)		85,000		88,931
				188,771

The accompanying notes are an integral part of these financial statements.
44

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Capital Income Fund (Unaudited)

	Principal Amount		Value
*Software — 0.31%*
First Data Corp. 7.000%, 12/01/2023 (r)	$	35,000	$	37,363
PTC, Inc. 6.000%, 05/15/2024		71,000		74,727
				112,090
*Technology Hardware, Storage & Peripherals — 0.28%*
Western Digital Corp. 7.375%, 04/01/2023 (r)		61,000		67,252
10.500%, 04/01/2024 (r)		29,000		34,365
				101,617
TOTAL INFORMATION TECHNOLOGY				489,808
*MATERIALS — 3.97%* *Chemicals — 1.74%*
The Chemours Company 7.000%, 05/15/2025		91,000		90,090
Hexion, Inc. 6.625%, 04/15/2020		198,000		176,220
Iracore International Holdings, Inc. 9.500%, 06/01/2018 (Acquired 05/08/2013 — 03/17/2015, Cost $225,886) (d) (i) (r)		226,000		118,650
Platform Specialty Products Corp. 6.500%, 02/01/2022 (r)		64,000		64,800
Rayonier AM Products, Inc. 5.500%, 06/01/2024 (r)		189,000		177,659
				627,419
*Containers & Packaging — 0.11%*
Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC 7.000%, 07/15/2024 (r)		37,000		39,382
*Metals & Mining — 1.10%*
Century Aluminum Company 7.500%, 06/01/2021 (r)		80,000		75,700
Kaiser Aluminum Corp. 5.875%, 05/15/2024		75,000		77,813
New Day Aluminum LLC 10.000%, 10/28/2020 (Acquired 10/28/2016 — 12/31/2016, Cost $18,095) (f) (i) (m) (p)		59,596		16,925
10.000%, 10/28/2020 (Acquired 10/28/2016 — 12/31/2016, Cost $7,515) (f) (i) (m) (p)		24,750		7,029
Noranda Aluminum Acquisition Corp. 11.000%, 06/01/2019 (d) (f) (i)		222,000		0
Rain CII Carbon LLC / CII Carbon Corp. 8.000%, 12/01/2018 (r)		103,000		103,000
8.250%, 01/15/2021 (r)		115,000		114,425
				394,892

	Principal Amount		Value
*Paper & Forest Products — 1.02%*
Appvion, Inc. 9.000%, 06/01/2020 (Acquired 11/13/2013 — 08/31/2015, Cost $270,137) (i) (r)	$	313,000	$	176,845
Boise Cascade Company 5.625%, 09/01/2024 (r)		65,000		64,838
Neenah Paper, Inc. 5.250%, 05/15/2021 (Acquired 05/16/2013 — 05/02/2014, Cost $124,095) (i) (r)		124,000		127,100
				368,783
TOTAL MATERIALS				1,430,476
*REAL ESTATE — 0.29%* *Equity Real Estate Investment Trusts — 0.29%*
The GEO Group, Inc. 5.875%, 10/15/2024		104,000		103,090
TOTAL REAL ESTATE				103,090
*TELECOMMUNICATION SERVICES — 0.98%* *Diversified Telecommunication Services — 0.46%*
Communications Sales & Leasing, Inc. / CSL Capital LLC 8.250%, 10/15/2023		156,000		166,140
*Wireless Telecommunication Services — 0.52%*
Telesat Canada / Telesat LLC 8.875%, 11/15/2024 (r)		110,000		114,950
Wind Acquisition Finance SA 7.375%, 04/23/2021 (r)		71,000		74,018
				188,968
TOTAL TELECOMMUNICATION SERVICES				355,108
*UTILITIES — 0.84%* *Independent Power and Renewable Electricity* *Producers — 0.84%*
Calpine Corp. 5.750%, 01/15/2025		109,000		105,730
Dynegy, Inc. 7.625%, 11/01/2024 (c)		117,000		108,518
NRG Energy, Inc. 7.250%, 05/15/2026 (r)		87,000		87,000
TOTAL UTILITIES				301,248
Total corporate bonds (Cost $13,011,483)				12,836,483
TERM LOANS — 1.68%
*ENERGY — 1.40%* *Energy Equipment & Services — 1.40%*
Fieldwood Energy LLC 8.000%, 08/31/2020 (b) (p)		80,218		76,508
8.375%, 09/30/2020 (b) (p)		108,296		95,029
8.375%, 09/30/2020 (b) (p)		181,704		129,919
Jonah Energy LLC 7.500%, 05/12/2021 (b) (p)		215,000		204,250
TOTAL ENERGY				505,706

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley Capital Income Fund (Unaudited)

	Principal Amount		Value
*UTILITIES — 0.28%* *Electric Utilities — 0.28%*
Vistra Operations Company LLC 5.000%, 08/04/2023 (b) (p)	$	18,150	$	18,395
5.000%, 08/04/2023 (b) (p)		79,576		80,652
TOTAL UTILITIES				99,047
Total term loans (Cost $637,637)				604,753
WARRANTS — 0.01%	Shares Held
*ENERGY — 0.01%* *Oil, Gas & Consumable Fuels — 0.01%*
Comstock Resources, Inc. (a) (f) (i) Expiration: September 2018, Exercise Price: $0.01		432		4,251
TOTAL ENERGY				4,251
Total warrants (Cost $3,682)				4,251
Total long-term investments (Cost $33,028,079)				34,905,470
SHORT-TERM INVESTMENTS — 4.43%	Principal Amount
*Time Deposits — 4.43%*
Banco Santander SA, 0.26%, 01/03/2017*	$	1,593,849		1,593,849
Total short-term investments (Cost $1,593,849)				1,593,849
Total investments — 101.36% (Cost $34,621,928)				36,499,319
Liabilities in excess of other assets — (1.36)%				(488,161	)
Net assets — 100.00%			$	36,011,158

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at December 31, 2016.

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

(d) — Issuer is currently in default on its regularly scheduled interest payments.

(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 $856,576, which represented 2.38% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security.

(m) — Restricted security. Purchased in a private placement transaction; resale to the public may require registration. The total market value of these securities was $23,954, which represented 0.07% of net assets.

(p) — Payment in-kind security.

(v) — 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 $840,491, which represented 2.33% 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.
46

Schedule of Investments — December 31, 2016

Hotchkis & Wiley High Yield Fund (Unaudited)

Largest Issuers	Percent of net assets
HCA, Inc.		1.35	%
CCO Holdings LLC / CCO Holdings Capital Corp.		1.25	%
McDermott International, Inc.		1.11	%
Rain CII Carbon LLC / CII Carbon Corp.		1.06	%
Fieldwood Energy LLC		1.05	%
Tenet Healthcare Corp.		1.00	%
Harland Clarke Holdings Corp.		0.99	%
Unit Corp.		0.97	%
Lonestar Resources America, Inc.		0.95	%
VTR Finance BV		0.95	%

CORPORATE BONDS — 88.37%	Principal Amount		Value
*Advertising — 0.73%*
MDC Partners, Inc. 6.500%, 05/01/2024 (r)	$	21,027,000	$	19,029,435
*Aerospace/Defense — 0.83%*
CBC Ammo LLC / CBC FinCo, Inc. 7.250%, 11/15/2021 (Acquired 04/09/2015 — 11/03/2016, Cost $19,824,383) (i) (r)		21,899,000		21,625,262
*Auto Parts & Equipment — 1.15%*
Adient Global Holdings Ltd. 4.875%, 08/15/2026 (r)		13,096,000		12,866,820
Meritor, Inc. 6.250%, 02/15/2024		17,246,000		16,987,310
				29,854,130
*Automakers — 0.52%*
Navistar International Corp. 8.250%, 11/01/2021 (c)		13,197,000		13,394,955
*Banking — 1.29%*
Popular, Inc. 7.000%, 07/01/2019		23,270,000		24,113,537
Societe Generale SA 7.375%, 12/29/2049 (b) (r)		9,334,000		9,341,654
				33,455,191
*Building & Construction — 3.76%*
Ashton Woods USA LLC / Ashton Woods Finance Company 6.875%, 02/15/2021 (r)		17,835,000		17,255,362
Tutor Perini Corp. 7.625%, 11/01/2018		13,798,000		13,806,624
WCI Communities, Inc. 6.875%, 08/15/2021		17,900,000		18,929,250
Weekley Homes LLC / Weekley Finance Corp. 6.000%, 02/01/2023		26,718,000		23,912,610
Zachry Holdings, Inc. 7.500%, 02/01/2020 (r)		22,978,000		23,696,063
				97,599,909

	Principal Amount		Value
*Building Materials — 4.26%*
Allegion PLC 5.875%, 09/15/2023	$	11,525,000	$	12,274,125
Builders FirstSource, Inc. 5.625%, 09/01/2024 (r)		16,745,000		16,891,519
FBM Finance, Inc. 8.250%, 08/15/2021 (r)		18,328,000		19,427,680
RSI Home Products, Inc. 6.500%, 03/15/2023 (r)		20,523,000		21,549,150
Standard Industries, Inc. 6.000%, 10/15/2025 (r)		18,986,000		20,077,695
WESCO Distribution, Inc. 5.375%, 06/15/2024 (r)		20,247,000		20,348,235
				110,568,404
*Cable & Satellite TV — 5.50%*
Altice Luxembourg SA 7.625%, 02/15/2025 (r)		22,007,000		23,189,876
Cable One, Inc. 5.750%, 06/15/2022 (r)		17,117,000		17,673,303
CCO Holdings LLC / CCO Holdings Capital Corp. 5.375%, 05/01/2025 (r)		14,042,000		14,498,365
5.750%, 02/15/2026 (r)		17,379,000		18,030,712
SFR Group SA 6.000%, 05/15/2022 (r)		21,234,000		21,871,020
Virgin Media Finance PLC 6.375%, 04/15/2023 (r)		21,680,000		22,628,500
VTR Finance BV 6.875%, 01/15/2024 (r)		23,755,000		24,586,425
				142,478,201

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley High Yield Fund (Unaudited)

	Principal Amount		Value
*Chemicals — 3.11%*
The Chemours Company 7.000%, 05/15/2025	$	16,747,000	$	16,579,530
Hexion, Inc. 6.625%, 04/15/2020 (c)		24,058,000		21,411,620
Momentive Performance Materials, Inc. 3.880%, 10/24/2021 (c)		25,222,000		23,834,790
Momentive Performance Materials, Inc. — Escrow 8.875%, 10/15/2020 (a) (f) (i)		24,222,000		0
Platform Specialty Products Corp. 6.500%, 02/01/2022 (r)		18,694,000		18,927,675
				80,753,615
*Consumer/Commercial/Lease Financing — 1.25%*
Credit Acceptance Corp. 6.125%, 02/15/2021		19,234,000		19,522,510
Lincoln Finance Ltd. 7.375%, 04/15/2021 (r)		12,111,000		12,943,631
				32,466,141
*Department Stores — 0.74%*
JC Penney Corp., Inc. 5.875%, 07/01/2023 (r)		18,621,000		19,249,459
*Diversified Capital Goods — 1.72%*
Apex Tool Group LLC 7.000%, 02/01/2021 (r)		22,847,000		20,562,300
General Cable Corp. 5.750%, 10/01/2022		24,720,000		24,102,000
				44,664,300
*Electric — Generation — 2.13%*
Calpine Corp. 5.750%, 01/15/2025		20,255,000		19,647,350
Dynegy, Inc. 7.625%, 11/01/2024 (c)		20,386,000		18,908,015
NRG Energy, Inc. 7.250%, 05/15/2026 (r)		16,591,000		16,591,000
				55,146,365
*Electronics — 1.44%*
Micron Technology, Inc. 7.500%, 09/15/2023 (r)		8,253,000		9,160,830
5.500%, 02/01/2025 (c)		10,003,000		10,003,000
Sensata Technologies BV 5.625%, 11/01/2024 (r)		17,400,000		18,204,750
				37,368,580

	Principal Amount		Value
*Energy — Exploration & Production — 7.62%*
Bellatrix Exploration Ltd. 8.500%, 05/15/2020 (Acquired 05/15/2015 — 05/24/2016, Cost $16,130,324) (i) (r)	$	18,866,000	$	18,630,175
Callon Petroleum Company 6.125%, 10/01/2024 (r)		8,965,000		9,278,775
Cobalt International Energy, Inc. 10.750%, 12/01/2021 (r)		16,073,000		15,582,774
7.750%, 12/01/2023 (r)		9,815,000		5,496,400
Comstock Resources, Inc. 10.000%, 03/15/2020 (p)		20,382,000		20,993,460
Kosmos Energy Ltd. 7.875%, 08/01/2021 (r)		23,189,000		23,189,000
Lonestar Resources America, Inc. 8.750%, 04/15/2019 (Acquired 09/03/2015 — 06/22/2016, Cost $10,695,547) (i) (r)		17,158,000		15,785,360
Murphy Oil Corp. 6.875%, 08/15/2024		13,030,000		13,909,525
PetroQuest Energy, Inc. 10.000%, 02/15/2021 (Acquired 08/12/2010 — 12/06/2016, Cost $17,859,187) (i) (p) (r)		19,833,000		14,081,430
Range Resources Corp. 5.000%, 08/15/2022 (r)		12,991,000		12,974,761
Rice Energy, Inc. 6.250%, 05/01/2022 (c)		18,467,000		19,067,178
Sanchez Energy Corp. 6.125%, 01/15/2023		15,075,000		14,396,625
Whiting Petroleum Corp. 5.750%, 03/15/2021		14,268,000		14,279,985
				197,665,448
*Environmental — 0.70%*
Enviva Partners LP / Enviva Partners Finance Corp. 8.500%, 11/01/2021 (r)		17,458,000		18,243,610
*Food — Wholesale — 2.53%*
Pinnacle Operating Corp. 9.000%, 11/15/2020 (Acquired 09/13/2013 — 12/02/2016, Cost $26,601,356) (i) (r)		29,368,000		13,068,760
Shearer's Foods LLC / Chip Finance Corp. 9.000%, 11/01/2019 (r)		14,536,000		15,208,290
TreeHouse Foods, Inc. 6.000%, 02/15/2024 (r)		15,876,000		16,709,490
Wells Enterprises, Inc. 6.750%, 02/01/2020 (r)		19,971,000		20,694,949
				65,681,489

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley High Yield Fund (Unaudited)

	Principal Amount		Value
*Forestry/Paper — 2.64%*
Appvion, Inc. 9.000%, 06/01/2020 (Acquired 11/13/2013 — 04/07/2016, Cost $15,160,152) (i) (r)	$	20,035,000	$	11,319,775
Boise Cascade Company 5.625%, 09/01/2024 (r)		14,055,000		14,019,862
Neenah Paper, Inc. 5.250%, 05/15/2021 (Acquired 05/16/2013 — 08/23/2016, Cost $18,918,675) (i) (r)		18,898,000		19,370,450
Rayonier AM Products, Inc. 5.500%, 06/01/2024 (r)		25,175,000		23,664,500
				68,374,587
*Gaming — 2.31%*
MCE Finance Ltd. 5.000%, 02/15/2021 (r)		6,599,000		6,589,953
MGM Growth Properties Operating Partnership LP / MGP Finance Co-Issuer, Inc. 5.625%, 05/01/2024 (r)		6,270,000		6,583,500
MGM Resorts International 7.750%, 03/15/2022 (c)		13,607,000		15,682,067
Rivers Pittsburgh Borrower LP / Rivers Pittsburgh Finance Corp. 6.125%, 08/15/2021 (r)		12,519,000		12,831,975
Wynn Macau Ltd. 5.250%, 10/15/2021 (r)		18,040,000		18,265,500
				59,952,995
*Gas Distribution — 3.11%*
American Midstream Partners LP / American Midstream Finance Corp. 8.500%, 12/15/2021 (r)		12,645,000		12,581,775
Cheniere Corpus Christi Holdings LLC 5.875%, 03/31/2025 (r)		13,425,000		13,748,005
Holly Energy Partners LP / Holly Energy Finance Corp. 6.000%, 08/01/2024 (r)		19,037,000		19,941,257
Niska Gas Storage Ltd. / Niska Gas Storage Canada Finance Corp. 6.500%, 04/01/2019		14,427,000		14,571,270
PBF Logistics LP / PBF Logistics Finance Corp. 6.875%, 05/15/2023		19,977,000		19,727,288
				80,569,595

	Principal Amount		Value
*Health Facilities — 3.13%*
CHS / Community Health Systems, Inc. 5.125%, 08/01/2021	$	6,675,000	$	6,207,750
6.875%, 02/01/2022		19,874,000		13,911,800
HCA, Inc. 5.000%, 03/15/2024		4,985,000		5,140,781
5.375%, 02/01/2025		29,729,000		29,840,484
Tenet Healthcare Corp. 7.500%, 01/01/2022 (r)		6,350,000		6,635,750
6.750%, 06/15/2023 (c)		21,903,000		19,329,397
				81,065,962
*Health Services — 0.54%*
Universal Hospital Services, Inc. 7.625%, 08/15/2020		14,134,000		14,063,330
*Hotels — 0.55%*
National CineMedia LLC 5.750%, 08/15/2026		14,082,000		14,363,640
*Machinery — 1.77%*
Cleaver-Brooks, Inc. 8.750%, 12/15/2019 (r)		18,594,000		19,453,972
Manitowoc Foodservice, Inc. 9.500%, 02/15/2024		11,297,000		13,076,277
Terex Corp. 6.000%, 05/15/2021		12,942,000		13,281,728
				45,811,977
*Managed Care — 0.52%*
Centene Corp. 6.125%, 02/15/2024		12,805,000		13,525,281
*Media Content — 0.79%*
Townsquare Media, Inc. 6.500%, 04/01/2023 (r)		21,281,000		20,403,159
*Medical Products — 2.09%*
DJO Finco, Inc. / DJO Finance LLC / DJO Finance Corp. 8.125%, 06/15/2021 (r)		15,140,000		13,209,650
Halyard Health, Inc. 6.250%, 10/15/2022		21,015,000		21,750,525
Hill-Rom Holdings, Inc. 5.750%, 09/01/2023 (r)		18,525,000		19,219,688
				54,179,863

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley High Yield Fund (Unaudited)

	Principal Amount		Value
*Metals/Mining Excluding Steel — 3.09%*
Century Aluminum Company 7.500%, 06/01/2021 (r)	$	21,324,000	$	20,177,835
Kaiser Aluminum Corp. 5.875%, 05/15/2024		12,122,000		12,576,575
New Day Aluminum LLC 10.000%, 10/28/2020 (Acquired 10/28/2016 — 12/31/2016, Cost $116,183) (f) (i) (m) (p)		382,639		108,669
10.000%, 10/28/2020 (Acquired 10/28/2016 — 12/31/2016, Cost $279,762) (f) (i) (m) (p)		921,375		261,671
Noranda Aluminum Acquisition Corp. 11.000%, 06/01/2019 (d) (f) (i)		18,476,000		0
Rain CII Carbon LLC / CII Carbon Corp. 8.000%, 12/01/2018 (r)		12,175,000		12,175,000
8.250%, 01/15/2021 (r)		15,502,000		15,424,490
Real Alloy Holding, Inc. 10.000%, 01/15/2019 (r)		19,102,000		19,340,775
				80,065,015
*Oil Field Equipment & Services — 5.45%*
Atwood Oceanics, Inc. 6.500%, 02/01/2020		10,186,000		9,371,120
Globe Luxembourg SCA 9.625%, 05/01/2018 (r)		15,363,000		15,247,777
Iracore International Holdings, Inc. 9.500%, 06/01/2018 (Acquired 05/08/2013 — 04/14/2015, Cost $16,977,066) (d) (i) (r)		18,538,000		9,732,450
McDermott International, Inc. 8.000%, 05/01/2021 (r)		24,013,000		24,373,195
Noble Holding International Ltd. 7.750%, 01/15/2024		3,345,000		3,154,670
PHI, Inc. 5.250%, 03/15/2019		22,289,000		21,063,105
Shelf Drilling Holdings Ltd. 8.625%, 11/01/2018 (r)		21,407,000		18,088,915
Transocean, Inc. 9.000%, 07/15/2023 (r)		14,906,000		15,353,180
Unit Corp. 6.625%, 05/15/2021		25,664,000		25,022,400
Vantage Drilling International — Escrow 7.500%, 11/01/2019 (a) (f) (i)		833,000		0
7.125%, 04/01/2023 (a) (f) (i)		28,058,000		0
				141,406,812
*Oil Refining & Marketing — 1.46%*
Calumet Specialty Products Partners LP / Calumet Finance Corp. 6.500%, 04/15/2021		24,559,000		20,936,547
PBF Holding Company LLC / PBF Finance Corp. 8.250%, 02/15/2020 (c)		16,348,000		16,777,135
				37,713,682

	Principal Amount		Value
*Packaging — 0.87%*
Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC 5.125%, 07/15/2023 (r)	$	15,685,000	$	15,959,488
7.000%, 07/15/2024 (r)		6,126,000		6,520,361
				22,479,849
*Personal & Household Products — 2.31%*
American Greetings Corp. 7.375%, 12/01/2021 (c)		22,947,000		23,491,991
Central Garden & Pet Company 6.125%, 11/15/2023		11,879,000		12,591,740
FGI Operating Company LLC / FGI Finance, Inc. 7.875%, 05/01/2020 (i)		16,801,000		14,364,855
Vista Outdoor, Inc. 5.875%, 10/01/2023		8,980,000		9,445,883
				59,894,469
*Pharmaceuticals — 3.04%*
AMAG Pharmaceuticals, Inc. 7.875%, 09/01/2023 (r)		23,742,000		23,860,710
Endo Ltd. / Endo Finance LLC / Endo Finco, Inc. 6.000%, 07/15/2023 (r)		21,706,000		19,155,545
Mallinckrodt International Finance SA / Mallinckrodt CB LLC 5.750%, 08/01/2022 (r)		22,211,000		21,489,142
Valeant Pharmaceuticals International, Inc. 6.125%, 04/15/2025 (r)		18,867,000		14,244,585
				78,749,982
*Printing & Publishing — 1.49%*
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (r)		28,913,000		25,551,864
LSC Communications, Inc. 8.750%, 10/15/2023 (r)		13,008,000		13,105,560
				38,657,424
*Recreation & Travel — 0.60%*
Interval Acquisition Corp. 5.625%, 04/15/2023		15,271,000		15,652,775
*Restaurants — 1.29%*
KFC Holding Company / Pizza Hut Holdings LLC / Taco Bell of America LLC 5.250%, 06/01/2026 (r)		14,761,000		15,019,318
Ruby Tuesday, Inc. 7.625%, 05/15/2020 (i)		19,287,000		18,419,085
				33,438,403
*Software/Services — 1.32%*
PTC, Inc. 6.000%, 05/15/2024		14,681,000		15,451,752
VeriSign, Inc. 5.250%, 04/01/2025		18,259,000		18,761,123
				34,212,875

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

Schedule of Investments — December 31, 2016

Hotchkis & Wiley High Yield Fund (Unaudited)

	Principal Amount		Value
*Specialty Retail — 1.44%*
Chinos Intermediate Holdings A, Inc. 7.750%, 05/01/2019 (p) (r)	$	13,106,648	$	5,439,259
CST Brands, Inc. 5.000%, 05/01/2023		11,175,000		11,594,063
PetSmart, Inc. 7.125%, 03/15/2023 (r)		19,797,000		20,242,432
				37,275,754
*Support — Services — 3.57%*
AECOM 5.875%, 10/15/2024 (c)		21,443,000		22,999,976
Ashtead Capital, Inc. 5.625%, 10/01/2024 (r)		12,089,000		12,723,672
The GEO Group, Inc. 5.875%, 10/15/2024		19,840,000		19,666,400
Herc Rentals, Inc. 7.750%, 06/01/2024 (r)		19,590,000		20,691,938
Sotheby's 5.250%, 10/01/2022 (r)		16,637,000		16,429,038
				92,511,024
*Technology Hardware & Equipment — 2.11%*
CDW LLC / CDW Finance Corp. 5.500%, 12/01/2024		17,575,000		18,058,312
CommScope Technologies Finance LLC 6.000%, 06/15/2025 (r)		15,905,000		16,938,825
Western Digital Corp. 7.375%, 04/01/2023 (r)		11,976,000		13,203,540
10.500%, 04/01/2024 (r)		5,526,000		6,548,310
				54,748,987
*Telecom — Satellite — 0.57%*
Telesat Canada / Telesat LLC 8.875%, 11/15/2024 (r)		14,100,000		14,734,500
*Telecom — Wireless — 0.62%*
Wind Acquisition Finance SA 7.375%, 04/23/2021 (r)		15,397,000		16,051,373
*Telecom — Wireline Integrated & Services — 1.65%*
Communications Sales & Leasing, Inc. / CSL Capital LLC 8.250%, 10/15/2023		21,660,000		23,067,900
Sable International Finance Ltd. 6.875%, 08/01/2022 (r)		18,757,000		19,601,065
				42,668,965
*Transport Infrastructure/Services — 0.76%*
XPO Logistics, Inc. 6.500%, 06/15/2022 (r)		18,562,000		19,559,708
Total corporate bonds (Cost $2,306,266,630)				2,291,376,480

ASSET-BACKED SECURITIES — 0.44%	Principal Amount		Value
*Air Transportation — 0.44%*
U.S. Airways Pass Through Trust — Class B — Series 2012-2 6.750%, 06/03/2021	$	10,446,327	$	11,373,439
Total asset-backed securities (Cost $10,963,384)				11,373,439
CONVERTIBLE BONDS — 0.62%
*Auto Parts & Equipment — 0.20%*
Meritor, Inc. 7.875%, 03/01/2026		3,507,000		5,087,342
*Automakers — 0.42%*
Navistar International Corp. 4.750%, 04/15/2019		10,986,000		10,903,605
Total convertible bonds (Cost $14,022,350)				15,990,947
TERM LOANS — 2.92%
*Electric — Generation — 0.61%*
Vistra Operations Company LLC 5.000%, 08/04/2023 (b) (p)		2,890,388		2,929,467
5.000%, 08/04/2023 (b) (p)		12,673,256		12,844,598
				15,774,065
*Energy — Exploration & Production — 2.04%*
Fieldwood Energy LLC 8.000%, 08/31/2020 (b) (p)		7,248,658		6,913,408
8.375%, 09/30/2020 (b) (p)		9,785,808		8,587,047
8.375%, 09/30/2020 (b) (p)		16,419,192		11,739,722
Jonah Energy LLC 7.500%, 05/12/2021 (b) (p)		18,315,210		17,399,449
Lonestar Resources America, Inc. 12.000%, 12/31/2021 (f) (i) (p)		9,000,000		8,236,800
				52,876,426
*Metals/Mining Excluding Steel — 0.05%*
New Day Aluminum LLC 8.000%, 10/28/2017 (Acquired 10/28/2016, Cost $512,000) (f) (i) (m)		512,000		512,000
8.000%, 10/28/2017 (Acquired 10/28/2016, Cost $800,000) (f) (i) (m)		800,000		800,000
				1,312,000
*Specialty Retail — 0.22%*
J.Crew Group, Inc. 4.000%, 03/05/2021 (b) (p)		10,308,722		5,914,629
Total term loans (Cost $82,153,408)				75,877,120

The accompanying notes are an integral part of these financial statements.
51

Schedule of Investments — December 31, 2016

Hotchkis & Wiley High Yield Fund (Unaudited)

CONVERTIBLE PREFERRED STOCKS — 0.16%	Shares Held		Value
*Oil Field Equipment & Services — 0.16%*
McDermott International, Inc., 6.250% (i)		178,219	$	4,296,860
Total convertible preferred stocks (Cost $4,532,955)				4,296,860
PREFERRED STOCKS — 2.09%
*Banking — 2.09%*
Citigroup, Inc., 7.125% (b)		618,289		17,299,726
Countrywide Capital V, 7.000%		550,820		14,023,877
Royal Bank of Scotland Group PLC, 6.600%		910,121		22,798,531
Total preferred stocks (Cost $50,110,307)				54,122,134
COMMON STOCKS — 1.90%
*Automakers — 0.00%*
General Motors Company — Escrow (a) (f) (i)		352,400		0
*Energy — Exploration & Production — 0.51%*
Energy XXI Gulf Coast, Inc. (a) (f) (i)		406,652		11,202,080
PetroQuest Energy, Inc. (a)		337,194		1,116,112
Prairie Provident Resources, Inc. (a)		1,296,150		705,106
Warren Resources, Inc. (a) (f) (i)		116,226		160,740
				13,184,038
*Metals/Mining Excluding Steel — 0.75%*
GHW Holdco LLC (Acquired 10/28/2016, Cost $30,000) (a) (f) (i) (m)		1		30,000
Horsehead Holding LLC (a) (f) (i)		76,444		19,487,968
				19,517,968
*Oil Field Equipment & Services — 0.20%*
Vantage Drilling International (a) (i)		49,988		5,173,758
*Specialty Retail — 0.44%*
Quiksilver, Inc. (a) (f) (i)		582,983		11,531,404
Total common stocks (Cost $85,613,244)				49,407,168
WARRANTS — 0.05%
*Energy — Exploration & Production — 0.05%*
Comstock Resources, Inc. (a) (f) (i) Expiration: September 2018, Exercise Price: $0.01		59,934		589,751
Lonestar Resources America, Inc. (a) (f) (i) Expiration: December 2021, Exercise Price: $5.00		180,000		637,200
Total warrants (Cost $1,200,302)				1,226,951
Total long-term investments (Cost $2,554,862,580)				2,503,671,099

SHORT-TERM INVESTMENTS — 1.92%	Principal Amount		Value
*Time Deposits — 1.92%*
Brown Brothers Harriman & Co., 0.26%, 01/03/2017*	$	49,751,831	$	49,751,831
Total short-term investments (Cost $49,751,831)				49,751,831
Total investments — 98.47% (Cost $2,604,614,411)				2,553,422,930
Other assets in excess of liabilities — 1.53%				39,557,316
Net assets — 100.00%			$	2,592,980,246

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at December 31, 2016.

(c) — All or a portion of this security is segregated as collateral for credit default swap contracts and unfunded loan commitments.

(d) — Issuer is currently in default on its regularly scheduled interest payments.

(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 $53,558,283, which represented 2.07% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security.

(m) — Restricted security. Purchased in a private placement transaction; resale to the public may require registration. The total market value of these securities was $1,712,340, which represented 0.07% of net assets.

(p) — Payment in-kind security.

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

The accompanying notes are an integral part of these financial statements.
52

Schedule of Credit Default Swap Contracts — December 31, 2016

Hotchkis & Wiley High Yield Fund (Unaudited)

CREDIT DEFAULT SWAP CONTRACTS — BUY 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.27	Goldman Sachs International⁽⁴⁾		5.00	%	12/20/21	$	12,550,000	$	(509,469	)	$	(799,017	)	$	(289,548	)

⁽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 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 December 31, 2016 was A3.

The accompanying notes are an integral part of these financial statements.
53

Statements of Assets & Liabilities

DECEMBER 31, 2016 (UNAUDITED)

	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	$	128,239,543		$	467,535,203		$	2,094,856,922		$	780,432,207		$	19,249,827
Affiliated issuers		—			—			67,459,125			40,192,025			—
Collateral for securities on loan*		—			—			6,304,168			5,786,516			—
Short-term investments*		182,134			16,890,844			26,879,532			924,023			509,524
Dividends and interest receivable		169,912			662,251			2,265,418			594,581			22,948
Receivable for investments sold		—			11,783,202			—			18,641,031			—
Receivable for Fund shares sold		57,922			974,174			9,624,198			1,265,487			5,500
Receivable from Advisor		—			—			—			—			808
Other assets		31,623			34,008			89,426			60,443			16,978
Total assets	$	128,681,134		$	497,879,682		$	2,207,478,789		$	847,896,313		$	19,805,585
Liabilities:
Collateral upon return of securities on loan	$	—		$	—		$	6,304,168		$	5,786,516		$	—
Payable for investments purchased		—			—			805,838			1,292,045			468,052
Payable for Fund shares repurchased		130,350			17,122,124			5,947,796			12,017,581			—
Payable to Advisor		56,452			319,594			1,404,618			537,663			—
Payable to Trustees		4,014			528			808			—			—
Accrued distribution and service fees		51,598			235,120			401,081			136,460			689
Accrued expenses and other liabilities		117,219			271,423			861,810			374,161			52,262
Total liabilities	$	359,633		$	17,948,789		$	15,726,119		$	20,144,426		$	521,003
Commitments and contingencies (Note 8)
Net assets	$	128,321,501		$	479,930,893		$	2,191,752,670		$	827,751,887		$	19,284,582
Net Assets consist of:
Paid-in capital	$	773,514,372		$	1,537,264,212		$	2,185,206,974		$	755,884,279		$	16,056,411
Undistributed net investment income (loss)		1,461,998			3,220,829			(8,222,370	)		(500,011	)		(20,239	)
Undistributed net realized gain (loss)		(612,832,569	)		(1,008,427,873	)		40,444,725			(37,634,582	)		(438,222	)
Net unrealized appreciation (depreciation) of securities and foreign currency transactions		(33,822,300	)		(52,126,275	)		(25,676,659	)		110,002,201			3,686,632
Net assets	$	128,321,501		$	479,930,893		$	2,191,752,670		$	827,751,887		$	19,284,582
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class I
Net assets	$	84,249,437		$	298,111,515		$	1,802,054,815		$	704,505,581		$	18,676,267
Shares outstanding (unlimited shares $0.001 par value authorized)		5,196,965			10,364,947			48,309,644			11,947,969			1,597,524
Net asset value per share	$	16.21		$	28.76		$	37.30		$	58.96		$	11.69
Calculation of Net Asset Value Per Share — Class A
Net assets	$	41,110,154		$	146,172,972		$	313,538,886		$	102,272,070		$	608,315
Shares outstanding (unlimited shares $0.001 par value authorized)		2,526,451			5,108,084			8,524,960			1,743,562			52,166
Net asset value per share	$	16.27		$	28.62		$	36.78		$	58.66		$	11.66
Public Offering Price Per Share — Class A
(Net asset value per share divided by 0.9475)	$	17.17		$	30.21		$	38.82		$	61.91		$	12.31
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class C
Net assets	$	2,961,910		$	20,454,300		$	61,615,389		$	20,974,236
Shares outstanding (unlimited shares $0.001 par value authorized)		183,474			728,241			1,891,570			423,219
Net asset value per share	$	16.14		$	28.09		$	32.57		$	49.56
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class R
Net assets				$	15,192,106		$	14,543,580
Shares outstanding (unlimited shares $0.001 par value authorized)					528,221			394,571
Net asset value per share				$	28.76		$	36.86
*Cost of long-term investments
Unaffiliated issuers	$	162,061,843		$	519,661,478		$	2,059,072,906		$	625,106,373		$	15,563,198
Affiliated issuers		—			—			128,899,539			85,516,156			—
*Cost of collateral for securities on loan		—			—			6,304,168			5,786,516			—
*Cost of short-term investments		182,134			16,890,844			26,879,536			924,023			509,524

The accompanying notes are an integral part of these financial statements.
54

Statements of Assets & Liabilities

DECEMBER 31, 2016 (UNAUDITED)

	Global Value Fund			International Value Fund			Value Opportunities Fund			Capital Income Fund			High Yield Fund
Assets:
Long-term investments, at value*	$	6,960,691		$	2,024,901		$	491,867,241		$	34,905,470		$	2,503,671,099
Short-term investments*		81,813			60,422			45			1,593,849			49,751,831
Cash collateral for futures		—			—			413,355			—			—
Dividends and interest receivable		9,670			4,729			714,288			279,095			41,276,814
Receivable for investments sold		—			—			3,066,980			—			—
Receivable from broker for credit default swap contracts		—			—			—			—			1,171,160
Receivable for Fund shares sold		3,608			—			10,444,819			131,245			7,341,233
Receivable from Advisor		8,008			6,746			—			—			—
Other assets		15,233			842			42,371			7,209			127,398
Total assets	$	7,079,023		$	2,097,640		$	506,549,099		$	36,916,868		$	2,603,339,535
Liabilities:
Premiums received for credit default swap contracts	$	—		$	—		$	—		$	—		$	509,469
Unrealized depreciation on credit default swap contracts		—			—			—			—			289,548
Payable for investments purchased		—			—			—			787,607			268,178
Payable for variation margin		—			—			35,600			—			—
Payable for Fund shares repurchased		—			—			888,574			16,312			3,884,930
Payable to Advisor		—			—			313,574			5,396			1,113,351
Payable to Trustees		—			—			200			17			—
Accrued distribution and service fees		713			—			240,406			8,941			322,557
Distributions payable to shareholders		—			—			—			25,529			3,305,259
Cash overdraft		—			—			2,502,737			—			—
Accrued expenses and other liabilities		53,723			40,685			204,300			61,908			665,997
Total liabilities	$	54,436		$	40,685		$	4,185,391		$	905,710		$	10,359,289
Commitments and contingencies (Note 8)
Net assets	$	7,024,587		$	2,056,955		$	502,363,708		$	36,011,158		$	2,592,980,246
Net Assets consist of:
Paid-in capital	$	6,710,302		$	1,927,168		$	487,933,291		$	37,981,226		$	2,734,768,747
Undistributed net investment loss		(1,442	)		(5,016	)		(2,238,319	)		(28,034	)		(1,239,632	)
Undistributed net realized loss		(165,562	)		(2,201	)		(11,697,924	)		(3,819,331	)		(89,067,840	)
Net unrealized appreciation (depreciation) of:
Securities and foreign currency transactions		481,289			137,004			27,932,509			1,877,297			(51,191,481	)
Credit default swap contracts		—			—			—			—			(289,548	)
Futures contracts		—			—			434,151			—			—
Net assets	$	7,024,587		$	2,056,955		$	502,363,708		$	36,011,158		$	2,592,980,246
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class I
Net assets	$	6,811,608		$	2,056,955		$	308,636,139		$	15,017,107		$	2,053,305,968
Shares outstanding (unlimited shares $0.001 par value authorized)		574,585			192,205			11,564,153			1,252,941			170,999,122
Net asset value per share	$	11.85		$	10.70		$	26.69		$	11.99		$	12.01
Calculation of Net Asset Value Per Share — Class A
Net assets	$	212,979					$	132,513,388		$	20,994,051		$	536,354,712
Shares outstanding (unlimited shares $0.001 par value authorized)		17,976						4,956,495			1,686,058			44,950,667
Net asset value per share	$	11.85					$	26.74		$	12.45		$	11.93
Public Offering Price Per Share — Class A
(Net asset value per share divided by 0.9475)	$	12.51					$	28.22
(Net asset value per share divided by 0.9525)										$	13.07
(Net asset value per share divided by 0.9625)													$	12.39
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class C
Net assets							$	61,214,181					$	3,319,566
Shares outstanding (unlimited shares $0.001 par value authorized)								2,453,152						276,404
Net asset value per share							$	24.95					$	12.01
*Cost of long-term investments	$	6,479,233		$	1,887,771		$	463,927,681		$	33,028,079		$	2,554,862,580
*Cost of short-term investments		81,813			60,422			47			1,593,849			49,751,831

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

Statements of Operations

FOR THE SIX MONTHS ENDED DECEMBER 31, 2016 (UNAUDITED)

	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	$	2,617,368		$	5,977,346	$	12,835,935		$	5,161,843		$	165,448
Affiliated issuers		—			—		—			215,322			—
Interest		1,385			4,445		11,887			1,969			203
Securities on loan, net		7,244			16,811		15,339			31,535			—
Total income		2,625,997			5,998,602		12,863,161			5,410,669			165,651
Expenses:
Advisory fees		867,243			1,814,876		7,835,264			3,075,018			54,297
Professional fees and expenses		21,318			23,709		55,351			38,823			13,356
Custodian fees and expenses		18,142			23,576		95,153			18,874			2,722
Transfer agent fees and expenses		254,569			386,356		2,065,682			764,543			11,738
Accounting fees and expenses		16,516			30,223		119,541			49,173			33,421
Administration fees and expenses		35,140			73,208		314,786			123,907			17,675
Trustees' fees and expenses		16,414			20,409		86,737			33,642			624
Reports to shareholders		21,901			36,308		129,449			65,930			829
Registration fees		30,543			34,195		44,193			58,550			17,979
Distribution and service fees — Class A		50,169			180,245		395,946			131,822			359
Distribution and service fees — Class C		15,322			102,910		307,442			102,073			—
Distribution and service fees — Class R		—			34,653		31,601			—			—
Other expenses		13,562			17,104		63,031			27,040			2,210
Total expenses		1,360,839			2,777,772		11,544,176			4,489,395			155,210
Fee waiver/expense reimbursement by Advisor (Note 2)		(196,840	)		—		—			—			(79,670	)
Net expenses		1,163,999			2,777,772		11,544,176			4,489,395			75,540
Net investment income		1,461,998			3,220,830		1,318,985			921,274			90,111
Realized and Unrealized Gains (Losses):
Net realized gains (losses) from:
Sales of unaffiliated issuers		(23,787,785	)		5,799,020		83,210,229			39,561,911			199,143
Sales of affiliated issuers		—			—		(16,978,536	)		(1,733,285	)		—
Foreign currency transactions		—			—		(36,506	)		562			6
Net realized gains (losses)		(23,787,785	)		5,799,020		66,195,187			37,829,188			199,149
Net change in unrealized appreciation of securities and foreign currency transactions		57,537,551			65,509,985		378,626,825			157,400,417			3,996,092
Net gains		33,749,766			71,309,005		444,822,012			195,229,605			4,195,241
Net Increase in Net Assets Resulting from Operations	$	35,211,764		$	74,529,835	$	446,140,997		$	196,150,879		$	4,285,352
*Net of Foreign Taxes Withheld	$	29,882		$	65,672	$	99,634		$	69,526		$	340

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

Statements of Operations

FOR THE SIX MONTHS ENDED DECEMBER 31, 2016 (UNAUDITED)

	Global Value Fund			International Value Fund			Value Opportunities Fund			Capital Income Fund			High Yield Fund
Investment income:
Dividends*	$	40,568		$	9,931		$	2,761,106		$	180,533		$	2,150,917
Interest		94			31			2,345,123			628,356			90,076,656
Securities on loan, net		—			—			2,203			—			—
Total income		40,662			9,962			5,108,432			808,889			92,227,573
Expenses:
Advisory fees		23,805			8,273			1,755,581			113,095			7,174,586
Professional fees and expenses		12,836			11,716			21,289			13,363			64,481
Custodian fees and expenses		9,164			8,165			36,919			13,190			36,372
Transfer agent fees and expenses		13,341			1,803			332,796			24,675			1,450,602
Accounting fees and expenses		25,857			21,538			31,224			34,113			162,534
Administration fees and expenses		15,857			15,154			70,916			14,766			392,880
Trustees' fees and expenses		230			77			19,314			1,494			102,344
Reports to shareholders		809			707			17,404			2,189			54,358
Registration fees		17,124			3,201			40,619			17,252			54,412
Distribution and service fees — Class A		167			—			162,667			22,920			736,794
Distribution and service fees — Class C		—			—			308,911			—			14,916
Other expenses		1,906			1,478			16,541			2,645			67,737
Total expenses		121,096			72,112			2,814,181			259,702			10,312,016
Fee waiver/expense reimbursement by Advisor (Note 2)		(88,197	)		(50,419	)		—			(97,588	)		(429,015	)
Fee waiver by Administrator (Note 2)		—			(10,500	)		—			—			—
Net expenses		32,899			11,193			2,814,181			162,114			9,883,001
Net investment income (loss)		7,763			(1,231	)		2,294,251			646,775			82,344,572
Realized and Unrealized Gains (Losses):
Net realized gains (losses) from:
Sales of unaffiliated issuers		96,224			24,470			2,260,242			(301,205	)		(29,501,122	)
Foreign currency transactions		(997	)		(625	)		(35,312	)		(779	)		—
Credit default swap contracts		—			—			—			—			125,098
Futures contracts		—			—			1,481,345			—			—
Net realized gains (losses)		95,227			23,845			3,706,275			(301,984	)		(29,376,024	)
Net change in unrealized appreciation (depreciation) of:
Securities and foreign currency transactions		898,688			228,421			90,063,871			4,802,115			146,602,839
Credit default swap contracts		—			—			—			—			(520,399	)
Futures contracts		—			—			(905,662	)		—			—
Net change in unrealized appreciation		898,688			228,421			89,158,209			4,802,115			146,082,440
Net gains		993,915			252,266			92,864,484			4,500,131			116,706,416
Net Increase in Net Assets Resulting from Operations	$	1,001,678		$	251,035		$	95,158,735		$	5,146,906		$	199,050,988
*Net of Foreign Taxes Withheld	$	746		$	409		$	33,005		$	2,982		$	—

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

Statements of Changes in Net Assets

	Diversified Value Fund						Large Cap Value Fund
	Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016			Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016
Operations:
Net investment income	$	1,461,998		$	6,840,691		$	3,220,830		$	8,826,123
Net realized gains (losses)		(23,787,785	)		44,616,742			5,799,020			43,925,032
Net change in unrealized appreciation (depreciation)		57,537,551			(97,729,229	)		65,509,985			(103,150,578	)
Net increase (decrease) in net assets resulting from operations		35,211,764			(46,271,796	)		74,529,835			(50,399,423	)
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(4,250,963	)		(6,169,631	)		(6,008,031	)		(6,843,779	)
Class A		(2,029,291	)		(475,579	)		(2,463,915	)		(1,999,075	)
Class C		(130,512	)		(8,797	)		(130,596	)		(90,520	)
Class R		—			—			(223,583	)		(131,889	)
Net realized gains:
Class I		—			—			—			—
Class A		—			—			—			—
Class C		—			—			—			—
Class R		—			—			—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(6,410,766	)		(6,654,007	)		(8,826,125	)		(9,065,263	)
Capital Share Transactions (Note 5):
Net decrease in net assets resulting from capital share transactions		(284,385,698	)		(102,154,276	)		(68,046,412	)		(183,143,627	)
Net Assets:
Total decrease in net assets		(255,584,700	)		(155,080,079	)		(2,342,702	)		(242,608,313	)
Beginning of period		383,906,201			538,986,280			482,273,595			724,881,908
End of period	$	128,321,501		$	383,906,201		$	479,930,893		$	482,273,595
Undistributed net investment income	$	1,461,998		$	6,410,766		$	3,220,829		$	8,826,124
.

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

Statements of Changes in Net Assets

	Mid-Cap Value Fund						Small Cap Value Fund
	Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016			Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016
Operations:
Net investment income	$	1,318,985		$	16,657,049		$	921,274		$	2,461,172
Net realized gains (losses)		66,195,187			98,685,655			37,829,188			(36,500,999	)
Net change in unrealized appreciation (depreciation)		378,626,825			(518,722,360	)		157,400,417			(157,245,043	)
Net increase (decrease) in net assets resulting from operations		446,140,997			(403,379,656	)		196,150,879			(191,284,870	)
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(5,491,081	)		(8,441,105	)		(2,949,850	)		(2,304,482	)
Class A		(590,653	)		(458,979	)		—			(172,473	)
Class C		—			—			—			—
Class R		(13,844	)		—			—			—
Net realized gains:
Class I		(21,970,175	)		(241,166,879	)		—			(83,903,099	)
Class A		(3,941,402	)		(53,451,452	)		—			(16,251,914	)
Class C		(865,957	)		(14,053,381	)		—			(3,320,258	)
Class R		(181,505	)		(1,893,363	)		—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(33,054,617	)		(319,465,159	)		(2,949,850	)		(105,952,226	)
Capital Share Transactions (Note 5):
Net decrease in net assets resulting from capital share transactions		(278,874,892	)		(486,019,507	)		(198,511,150	)		(51,371,484	)
Net Assets:
Total increase (decrease) in net assets		134,211,488			(1,208,864,322	)		(5,310,121	)		(348,608,580	)
Beginning of period		2,057,541,182			3,266,405,504			833,062,008			1,181,670,588
End of period	$	2,191,752,670		$	2,057,541,182		$	827,751,887		$	833,062,008
Undistributed net investment income (loss)	$	(8,222,370	)	$	(3,445,777	)	$	(500,011	)	$	1,528,565

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

Statements of Changes in Net Assets

	Small Cap Diversified Value Fund						Global Value Fund
	Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016			Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016
Operations:
Net investment income	$	90,111		$	102,091		$	7,763		$	70,240
Net realized gains (losses)		199,149			(847,614	)		95,227			(156,568	)
Net change in unrealized appreciation (depreciation)		3,996,092			(174,138	)		898,688			(481,740	)
Net increase (decrease) in net assets resulting from operations		4,285,352			(919,661	)		1,001,678			(568,068	)
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(145,133	)		(66,248	)		(54,261	)		(57,419	)
Class A		(1,679	)		(1,275	)		(1,332	)		(769	)
Net realized gains:
Class I		—			(383,431	)		—			(298,490	)
Class A		—			(10,065	)		—			(5,594	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(146,812	)		(461,019	)		(55,593	)		(362,272	)
Capital Share Transactions (Note 5):
Net increase (decrease) in net assets resulting from capital share transactions		467,923			591,725			779,836			(24,916	)
Net Assets:
Total increase (decrease) in net assets		4,606,463			(788,955	)		1,725,921			(955,256	)
Beginning of period		14,678,119			15,467,074			5,298,666			6,253,922
End of period	$	19,284,582		$	14,678,119		$	7,024,587		$	5,298,666
Undistributed net investment income (loss)	$	(20,239	)	$	36,462		$	(1,442	)	$	46,388

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

Statements of Changes in Net Assets

	International Value Fund						Value Opportunities Fund
	Six months ended December 31, 2016 (unaudited)			Period ended June 30, 2016+			Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016
Operations:
Net investment income (loss)	$	(1,231	)	$	28,698		$	2,294,251		$	14,420,305
Net realized gains (losses)		23,845			18,639			3,706,275			(15,580,571	)
Net change in unrealized appreciation (depreciation)		228,421			(91,417	)		89,158,209			(66,041,108	)
Net increase (decrease) in net assets resulting from operations		251,035			(44,080	)		95,158,735			(67,201,374	)
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(32,331	)		—			(6,518,819	)		(5,431,109	)
Class A		—			—			(2,482,498	)		(2,859,531	)
Class C		—			—			(798,800	)		(725,496	)
Net realized gains:
Class I		(44,837	)		—			—			(38,107,828	)
Class A		—			—			—			(23,383,446	)
Class C		—			—			—			(10,200,196	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(77,168	)		—			(9,800,117	)		(80,707,606	)
Capital Share Transactions (Note 5):
Net increase (decrease) in net assets resulting from capital share transactions		77,168			1,850,000			(38,923,276	)		(37,649,901	)
Net Assets:
Total increase (decrease) in net assets		251,035			1,805,920			46,435,342			(185,558,881	)
Beginning of period		1,805,920			—			455,928,366			641,487,247
End of period	$	2,056,955		$	1,805,920		$	502,363,708		$	455,928,366
Undistributed net investment income (loss)	$	(5,016	)	$	28,546		$	(2,238,319	)	$	5,267,547

+ The Fund commenced operations on December 31, 2015.

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

Statements of Changes in Net Assets

	Capital Income Fund						High Yield Fund
	Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016			Six months ended December 31, 2016 (unaudited)			Year ended June 30, 2016
Operations:
Net investment income	$	646,775		$	2,228,024		$	82,344,572		$	157,313,326
Net realized losses		(301,984	)		(2,154,092	)		(29,376,024	)		(58,478,698	)
Net change in unrealized appreciation (depreciation)		4,802,115			(4,225,701	)		146,082,440			(136,964,567	)
Net increase (decrease) in net assets resulting from operations		5,146,906			(4,151,769	)		199,050,988			(38,129,939	)
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(379,751	)		(1,256,258	)		(64,971,702	)		(120,335,062	)
Class A		(393,267	)		(1,033,766	)		(18,247,319	)		(38,822,614	)
Class C		—			—			(81,025	)		(169,890	)
Net realized gains:
Class I		—			(1,031,274	)		—			(14,726,301	)
Class A		—			(941,388	)		—			(4,896,486	)
Class C		—			—			—			(24,422	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(773,018	)		(4,262,686	)		(83,300,046	)		(178,974,775	)
Capital Share Transactions (Note 5):
Net decrease in net assets resulting from capital share transactions		(6,544,830	)		(29,759,548	)		(13,201,682	)		(38,677,984	)
Net Assets:
Total increase (decrease) in net assets		(2,170,942	)		(38,174,003	)		102,549,260			(255,782,698	)
Beginning of period		38,182,100			76,356,103			2,490,430,986			2,746,213,684
End of period	$	36,011,158		$	38,182,100		$	2,592,980,246		$	2,490,430,986
Undistributed net investment income (loss)	$	(28,034	)	$	98,209		$	(1,239,632	)	$	(284,158	)

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

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
Diversified 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
Class I
Six months ended 12/31/2016*	$	14.31	$	0.10	$	2.64		$	2.74		$	(0.84	)	$	—	$	(0.84	)
Year ended 6/30/2016		15.89		0.22		(1.59	)		(1.37	)		(0.21	)		—		(0.21	)
Year ended 6/30/2015		15.47		0.19		0.61			0.80			(0.38	)		—		(0.38	)
Year ended 6/30/2014		12.53		0.38		2.73			3.11			(0.17	)		—		(0.17	)
Year ended 6/30/2013		9.82		0.16		2.72			2.88			(0.17	)		—		(0.17	)
Year ended 6/30/2012		10.01		0.16		(0.18	)		(0.02	)		(0.17	)		—		(0.17	)
Class A
Six months ended 12/31/2016*		14.36		0.10		2.63			2.73			(0.82	)		—		(0.82	)
Year ended 6/30/2016		15.92		0.18		(1.59	)		(1.41	)		(0.15	)		—		(0.15	)
Year ended 6/30/2015		15.50		0.14		0.63			0.77			(0.35	)		—		(0.35	)
Year ended 6/30/2014		12.57		0.38		2.70			3.08			(0.15	)		—		(0.15	)
Year ended 6/30/2013		9.86		0.13		2.72			2.85			(0.14	)		—		(0.14	)
Year ended 6/30/2012		10.03		0.14		(0.18	)		(0.04	)		(0.13	)		—		(0.13	)
Class C
Six months ended 12/31/2016*		14.23		0.03		2.61			2.64			(0.73	)		—		(0.73	)
Year ended 6/30/2016		15.76		0.07		(1.57	)		(1.50	)		(0.03	)		—		(0.03	)
Year ended 6/30/2015		15.20		0.03		0.62			0.65			(0.09	)		—		(0.09	)
Year ended 6/30/2014		12.35		0.17		2.75			2.92			(0.07	)		—		(0.07	)
Year ended 6/30/2013		9.72		0.05		2.68			2.73			(0.10	)		—		(0.10	)
Year ended 6/30/2012		9.92		0.07		(0.17	)		(0.10	)		(0.10	)		—		(0.10	)

								Ratios to Average Net Assets
Diversified Value Fund	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
Six months ended 12/31/2016*	$	16.21		19.02	%	$	84,249		0.95	%³		1.10	%³		1.28	%³
Year ended 6/30/2016		14.31		–8.59			342,046		0.95			1.03			1.52
Year ended 6/30/2015		15.89		5.30			481,815		0.95			0.99			1.18
Year ended 6/30/2014		15.47		24.98			485,541		0.95			1.01			2.72
Year ended 6/30/2013		12.53		29.65			367,963		0.95			1.06			1.47
Year ended 6/30/2012		9.82		–0.01			320,916		0.95			1.06			1.73
Class A
Six months ended 12/31/2016*		16.27		18.87			41,110		1.20³			1.46³			1.23³
Year ended 6/30/2016		14.36		–8.83			38,527		1.20			1.28			1.25
Year ended 6/30/2015		15.92		5.07			52,752		1.20			1.24			0.92
Year ended 6/30/2014		15.50		24.68			59,173		1.20			1.26			2.71
Year ended 6/30/2013		12.57		29.25			35,251		1.20			1.31			1.21
Year ended 6/30/2012		9.86		–0.18			34,731		1.20			1.31			1.46
Class C
Six months ended 12/31/2016*		16.14		18.42			2,962		1.95³			2.21³			0.44³
Year ended 6/30/2016		14.23		–9.51			3,334		1.95			2.03			0.51
Year ended 6/30/2015		15.76		4.27			4,419		1.95			1.99			0.17
Year ended 6/30/2014		15.20		23.70			4,429		1.95			2.01			1.28
Year ended 6/30/2013		12.35		28.28			11,815		1.95			2.06			0.45
Year ended 6/30/2012		9.72		–0.92			12,062		1.95			2.06			0.73

	Six Months Ended			Year Ended June 30,
	December 31, 2016*			2016			2015			2014			2013			2012
Portfolio turnover rate		12	%		35	%		38	%		33	%		44	%		42	%

			Income (loss) from investment operations								Dividends and distributions
Large Cap 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
Class I
Six months ended 12/31/2016*	$	25.06	$	0.20	$	4.06		$	4.26		$	(0.56	)	$	—	$	(0.56	)
Year ended 6/30/2016		27.21		0.39		(2.15	)		(1.76	)		(0.39	)		—		(0.39	)
Year ended 6/30/2015		26.65		0.35		0.99			1.34			(0.78	)		—		(0.78	)
Year ended 6/30/2014		21.35		0.73		4.88			5.61			(0.31	)		—		(0.31	)
Year ended 6/30/2013		16.80		0.31		4.69			5.00			(0.45	)		—		(0.45	)
Year ended 6/30/2012		16.96		0.31		(0.13	)		0.18			(0.34	)		—		(0.34	)
Class A
Six months ended 12/31/2016*		24.91		0.16		4.03			4.19			(0.48	)		—		(0.48	)
Year ended 6/30/2016		27.02		0.33		(2.13	)		(1.80	)		(0.31	)		—		(0.31	)
Year ended 6/30/2015		26.46		0.27		0.99			1.26			(0.70	)		—		(0.70	)
Year ended 6/30/2014		21.21		0.73		4.79			5.52			(0.27	)		—		(0.27	)
Year ended 6/30/2013		16.68		0.26		4.67			4.93			(0.40	)		—		(0.40	)
Year ended 6/30/2012		16.84		0.26		(0.12	)		0.14			(0.30	)		—		(0.30	)
Class C
Six months ended 12/31/2016*		24.29		0.06		3.91			3.97			(0.17	)		—		(0.17	)
Year ended 6/30/2016		26.30		0.13		(2.06	)		(1.93	)		(0.08	)		—		(0.08	)
Year ended 6/30/2015		25.96		0.09		0.94			1.03			(0.69	)		—		(0.69	)
Year ended 6/30/2014		20.72		0.72		4.52			5.24			—			—		—
Year ended 6/30/2013		16.26		0.10		4.58			4.68			(0.22	)		—		(0.22	)
Year ended 6/30/2012		16.48		0.14		(0.12	)		0.02			(0.24	)		—		(0.24	)
Class R
Six months ended 12/31/2016*		25.02		0.13		4.05			4.18			(0.44	)		—		(0.44	)
Year ended 6/30/2016		27.16		0.28		(2.16	)		(1.88	)		(0.26	)		—		(0.26	)
Year ended 6/30/2015		26.62		0.22		0.98			1.20			(0.66	)		—		(0.66	)
Year ended 6/30/2014		21.33		0.60		4.89			5.49			(0.20	)		—		(0.20	)
Year ended 6/30/2013		16.77		0.21		4.69			4.90			(0.34	)		—		(0.34	)
Year ended 6/30/2012		16.95		0.23		(0.12	)		0.11			(0.29	)		—		(0.29	)

								Ratios to Average Net Assets
Large Cap Value Fund	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
Six months ended 12/31/2016*	$	28.76		16.95	%	$	298,112		1.02	%³		1.02	%³		1.46	%³
Year ended 6/30/2016		25.06		–6.42			305,282		1.01			1.01			1.55
Year ended 6/30/2015		27.21		5.17			479,488		0.99			0.99			1.30
Year ended 6/30/2014		26.65		26.52			500,102		1.01			1.01			3.04
Year ended 6/30/2013		21.35		30.48			389,300		1.05			1.05			1.68
Year ended 6/30/2012		16.80		1.22			316,081		1.05			1.05			1.96
Class A
Six months ended 12/31/2016*		28.62		16.74			146,173		1.27³			1.27³			1.21³
Year ended 6/30/2016		24.91		–6.62			142,768		1.26			1.26			1.33
Year ended 6/30/2015		27.02		4.89			191,665		1.24			1.24			1.03
Year ended 6/30/2014		26.46		26.22			223,219		1.26			1.26			3.02
Year ended 6/30/2013		21.21		30.16			156,303		1.30			1.30			1.42
Year ended 6/30/2012		16.68		0.99			155,767		1.30			1.30			1.66
Class C
Six months ended 12/31/2016*		28.09		16.31			20,454		2.02³			2.02³			0.46³
Year ended 6/30/2016		24.29		–7.34			21,038		2.01			2.01			0.53
Year ended 6/30/2015		26.30		4.10			40,862		1.99			1.99			0.34
Year ended 6/30/2014		25.96		25.29			25,765		2.01			2.01			3.02
Year ended 6/30/2013		20.72		29.12			8,324		2.05			2.05			0.59
Year ended 6/30/2012		16.26		0.29			23,891		2.05			2.05			0.92
Class R
Six months ended 12/31/2016*		28.76		16.65			15,192		1.52³			1.52³			0.96³
Year ended 6/30/2016		25.02		–6.88			13,186		1.51			1.51			1.12
Year ended 6/30/2015		27.16		4.64			12,867		1.49			1.49			0.81
Year ended 6/30/2014		26.62		25.91			11,924		1.51			1.51			2.51
Year ended 6/30/2013		21.33		29.79			9,571		1.55			1.55			1.15
Year ended 6/30/2012		16.77		0.80			10,812		1.55			1.55			1.42

	Six Months Ended			Year Ended June 30,
	December 31, 2016*			2016			2015			2014			2013			2012
Portfolio turnover rate		14	%		39	%		39	%		57	%		41	%		59	%

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 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. Returns for periods less than one year are not annualized.

³ Annualized.

* Unaudited.

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

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
Mid-Cap Value Fund	Net asset value, beginning of period		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
Class I
Six months ended 12/31/2016*	$	30.55	$	0.03		$	7.29		$	7.32		$	(0.11	)	$	(0.46	)	$	(0.57	)
Year ended 6/30/2016		40.43		0.25			(5.54	)		(5.29	)		(0.16	)		(4.43	)		(4.59	)
Year ended 6/30/2015		45.15		0.15			(0.63	)		(0.48	)		(0.27	)		(3.97	)		(4.24	)
Year ended 6/30/2014		35.36		0.21			9.71			9.92			(0.13	)		—			(0.13	)
Year ended 6/30/2013		26.02		0.16			9.31			9.47			(0.13	)		—			(0.13	)
Year ended 6/30/2012		24.96		0.13			0.95			1.08			(0.02	)		—			(0.02	)
Class A
Six months ended 12/31/2016*		30.13		(0.01	)		7.19			7.18			(0.07	)		(0.46	)		(0.53	)
Year ended 6/30/2016		39.91		0.16			(5.47	)		(5.31	)		(0.04	)		(4.43	)		(4.47	)
Year ended 6/30/2015		44.60		0.04			(0.61	)		(0.57	)		(0.15	)		(3.97	)		(4.12	)
Year ended 6/30/2014		34.98		0.12			9.58			9.70			(0.08	)		—			(0.08	)
Year ended 6/30/2013		25.75		0.09			9.21			9.30			(0.07	)		—			(0.07	)
Year ended 6/30/2012		24.74		0.07			0.94			1.01			—			—			—
Class C
Six months ended 12/31/2016*		26.78		(0.12	)		6.37			6.25			—			(0.46	)		(0.46	)
Year ended 6/30/2016		36.24		(0.08	)		(4.95	)		(5.03	)		—			(4.43	)		(4.43	)
Year ended 6/30/2015		41.04		(0.25	)		(0.58	)		(0.83	)		—			(3.97	)		(3.97	)
Year ended 6/30/2014		32.39		(0.16	)		8.85			8.69			(0.04	)		—			(0.04	)
Year ended 6/30/2013		23.97		(0.11	)		8.53			8.42			—			—			—
Year ended 6/30/2012		23.20		(0.11	)		0.88			0.77			—			—			—
Class R
Six months ended 12/31/2016*		30.21		(0.05	)		7.19			7.14			(0.03	)		(0.46	)		(0.49	)
Year ended 6/30/2016		40.04		0.09			(5.49	)		(5.40	)		—			(4.43	)		(4.43	)
Year ended 6/30/2015		44.77		(0.07	)		(0.62	)		(0.69	)		(0.07	)		(3.97	)		(4.04	)
Year ended 6/30/2014		35.17		0.02			9.63			9.65			(0.05	)		—			(0.05	)
Year ended 6/30/2013		25.92		0.03			9.25			9.28			(0.03	)		—			(0.03	)
Year ended 6/30/2012		24.95		0.00⁴			0.97			0.97			—			—			—

								Ratios to Average Net Assets
Mid-Cap Value Fund	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 (loss)
Class I
Six months ended 12/31/2016*	$	37.30		23.93	%	$	1,802,055		1.03	%³		1.03	%³		0.20	%³
Year ended 6/30/2016		30.55		–13.23			1,659,480		1.02			1.02			0.75
Year ended 6/30/2015		40.43		–0.70			2,492,532		1.00			1.00			0.35
Year ended 6/30/2014		45.15		28.10			2,542,569		1.01			1.01			0.52
Year ended 6/30/2013		35.36		36.51			1,627,378		1.07			1.07			0.55
Year ended 6/30/2012		26.02		4.33			1,058,806		1.10			1.10			0.54
Class A
Six months ended 12/31/2016*		36.78		23.79			313,539		1.28³			1.28³			(0.06	)³
Year ended 6/30/2016		30.13		–13.45			322,023		1.27			1.27			0.48
Year ended 6/30/2015		39.91		–0.93			626,544		1.25			1.25			0.10
Year ended 6/30/2014		44.60		27.78			862,559		1.26			1.26			0.29
Year ended 6/30/2013		34.98		36.16			406,949		1.32			1.32			0.32
Year ended 6/30/2012		25.75		4.08			217,069		1.35			1.35			0.28
Class C
Six months ended 12/31/2016*		32.57		23.30			61,615		2.03³			2.03³			(0.81	)³
Year ended 6/30/2016		26.78		–14.09			64,568		2.02			2.02			(0.27	)
Year ended 6/30/2015		36.24		–1.69			128,647		2.00			2.00			(0.65	)
Year ended 6/30/2014		41.04		26.84			154,222		2.01			2.01			(0.45	)
Year ended 6/30/2013		32.39		35.13			62,638		2.07			2.07			(0.39	)
Year ended 6/30/2012		23.97		3.32			15,072		2.10			2.10			(0.53	)
Class R
Six months ended 12/31/2016*		36.86		23.61			14,544		1.53³			1.53³			(0.29	)³
Year ended 6/30/2016		30.21		–13.64			11,471		1.52			1.52			0.26
Year ended 6/30/2015		40.04		–1.21			18,683		1.50			1.50			(0.16	)
Year ended 6/30/2014		44.77		27.47			24,693		1.51			1.51			0.05
Year ended 6/30/2013		35.17		35.82			9,746		1.57			1.57			0.09
Year ended 6/30/2012		25.92		3.89			4,762		1.60			1.60			0.02

	Six Months Ended			Year Ended June 30,
	December 31, 2016*			2016			2015			2014			2013			2012
Portfolio turnover rate		18	%		42	%		54	%		55	%		66	%		72	%

			Income (loss) from investment operations									Dividends and distributions
Small Cap Value Fund	Net asset value, beginning of period		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
Class I
Six months ended 12/31/2016*	$	46.46	$	0.07		$	12.67		$	12.74		$	(0.24	)	$	—		$	(0.24	)
Year ended 6/30/2016		61.67		0.17			(9.57	)		(9.40	)		(0.16	)		(5.65	)		(5.81	)
Year ended 6/30/2015		66.62		0.27			2.30			2.57			(0.13	)		(7.39	)		(7.52	)
Year ended 6/30/2014		54.84		0.13			16.83			16.96			(0.20	)		(4.98	)		(5.18	)
Year ended 6/30/2013		41.83		0.32			12.96			13.28			(0.27	)		—			(0.27	)
Year ended 6/30/2012		43.90		0.29			(2.36	)		(2.07	)		—			—			—
Class A
Six months ended 12/31/2016*		46.09		0.01			12.56			12.57			—			—			—
Year ended 6/30/2016		61.27		0.04			(9.51	)		(9.47	)		(0.06	)		(5.65	)		(5.71	)
Year ended 6/30/2015		66.26		0.12			2.28			2.40			—			(7.39	)		(7.39	)
Year ended 6/30/2014		54.67		(0.02	)		16.75			16.73			(0.16	)		(4.98	)		(5.14	)
Year ended 6/30/2013		41.67		0.21			12.91			13.12			(0.12	)		—			(0.12	)
Year ended 6/30/2012		43.84		0.15			(2.32	)		(2.17	)		—			—			—
Class C
Six months ended 12/31/2016*		39.09		(0.16	)		10.63			10.47			—			—			—
Year ended 6/30/2016		53.25		(0.30	)		(8.21	)		(8.51	)		—			(5.65	)		(5.65	)
Year ended 6/30/2015		58.99		(0.32	)		1.97			1.65			—			(7.39	)		(7.39	)
Year ended 6/30/2014		49.40		(0.43	)		15.04			14.61			(0.04	)		(4.98	)		(5.02	)
Year ended 6/30/2013		37.84		(0.14	)		11.70			11.56			—			—			—
Year ended 6/30/2012		40.11		(0.10	)		(2.17	)		(2.27	)		—			—			—

								Ratios to Average Net Assets
Small Cap Value Fund	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 (loss)
Class I
Six months ended 12/31/2016*	$	58.96		27.41	%	$	704,506		1.04	%³		1.04	%³		0.28	%³
Year ended 6/30/2016		46.46		–15.63			699,420		1.04			1.04			0.33
Year ended 6/30/2015		61.67		4.64			951,911		1.06			1.06			0.43
Year ended 6/30/2014		66.62		32.40			785,915		0.99			0.99			0.21
Year ended 6/30/2013		54.84		31.88			452,702		1.03			1.03			0.67
Year ended 6/30/2012		41.83		–4.72			296,436		1.09			1.09			0.73
Class A
Six months ended 12/31/2016*		58.66		27.25			102,272		1.29³			1.29³			0.03³
Year ended 6/30/2016		46.09		–15.83			113,335		1.29			1.29			0.07
Year ended 6/30/2015		61.27		4.37			194,587		1.31			1.31			0.19
Year ended 6/30/2014		66.26		32.06			204,205		1.24			1.24			(0.04	)
Year ended 6/30/2013		54.67		31.55			103,329		1.28			1.28			0.43
Year ended 6/30/2012		41.67		–4.95			39,803		1.34			1.34			0.39
Class C
Six months ended 12/31/2016*		49.56		26.75			20,974		2.04³			2.04³			(0.72	)³
Year ended 6/30/2016		39.09		–16.46			20,308		2.04			2.04			(0.68	)
Year ended 6/30/2015		53.25		3.60			35,172		2.06			2.06			(0.58	)
Year ended 6/30/2014		58.99		31.09			43,161		1.99			1.99			(0.79	)
Year ended 6/30/2013		49.40		30.55			28,745		2.03			2.03			(0.31	)
Year ended 6/30/2012		37.84		–5.66			10,970		2.09			2.09			(0.29	)

	Six Months Ended			Year Ended June 30,
	December 31, 2016*			2016			2015			2014			2013			2012
Portfolio turnover rate		11	%		45	%		43	%		43	%		35	%		37	%

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

³ Annualized.

⁴ Amount is less than $0.005.

* Unaudited.

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

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
Small Cap Diversified 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
Class I
Six months ended 12/31/2016*	$	9.12	$	0.06	$	2.60		$	2.66		$	(0.09	)	$	—		$	(0.09	)
Year ended 6/30/2016		10.01		0.06		(0.66	)		(0.60	)		(0.04	)		(0.25	)		(0.29	)
Year from 6/30/2014⁴ to 6/30/2015		10.00		0.05		0.22			0.27			(0.04	)		(0.22	)		(0.26	)
Class A
Six months ended 12/31/2016*		9.09		0.04		2.60			2.64			(0.07	)		—			(0.07	)
Year ended 6/30/2016		10.00		0.05		(0.68	)		(0.63	)		(0.03	)		(0.25	)		(0.28	)
Year from 6/30/2014⁴ to 6/30/2015		10.00		0.03		0.22			0.25			(0.03	)		(0.22	)		(0.25	)

								Ratios to Average Net Assets
Small Cap Diversified Value Fund	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
Six months ended 12/31/2016*	$	11.69		29.17	%	$	18,676		0.90	%³		1.85	%³		1.08	%³
Year ended 6/30/2016		9.12		–5.80			14,446		1.25			2.13			0.72
Year from 6/30/2014⁴ to 6/30/2015		10.01		2.93			15,337		1.25			3.75			0.48
Class A
Six months ended 12/31/2016*		11.66		28.98			608		1.15³			2.10³			0.84³
Year ended 6/30/2016		9.09		–6.14			232		1.50			2.38			0.53
Year from 6/30/2014⁴ to 6/30/2015		10.00		2.71			130		1.50			4.25			0.29

	Six Months Ended			Year Ended June 30,
	December 31, 2016*			2016			2015
Portfolio turnover rate		8	%		89	%		40	%

			Income (loss) from investment operations								Dividends and distributions
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
Class I
Six months ended 12/31/2016*	$	10.10	$	0.01	$	1.84		$	1.85		$	(0.10	)	$	—		$	(0.10	)
Year ended 6/30/2016		11.93		0.13		(1.23	)		(1.10	)		(0.12	)		(0.61	)		(0.73	)
Year ended 6/30/2015		13.31		0.14		(0.46	)		(0.32	)		(0.30	)		(0.76	)		(1.06	)
Year ended 6/30/2014		11.49		0.41		2.45			2.86			(0.17	)		(0.87	)		(1.04	)
Period from 12/31/2012⁴ to 6/30/2013		10.00		0.12		1.37			1.49			—			—			—
Class A
Six months ended 12/31/2016*		10.09		0.01		1.83			1.84			(0.08	)		—			(0.08	)
Year ended 6/30/2016		11.91		0.10		(1.23	)		(1.13	)		(0.08	)		(0.61	)		(0.69	)
Year ended 6/30/2015		13.29		0.10		(0.45	)		(0.35	)		(0.27	)		(0.76	)		(1.03	)
Period from 8/30/2013⁴ to 6/30/2014		11.85		0.34		2.13			2.47			(0.16	)		(0.87	)		(1.03	)

								Ratios to Average Net Assets
Global Value Fund	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
Six months ended 12/31/2016*	$	11.85		18.25	%	$	6,812		1.10	%³		4.07	%³		0.26	%³
Year ended 6/30/2016		10.10		–9.25			5,199		1.10			4.14			1.25
Year ended 6/30/2015		11.93		–1.98			6,144		1.10			4.34			1.11
Year ended 6/30/2014		13.31		25.98			3,867		1.10			6.26			3.29
Period from 12/31/2012⁴ to 6/30/2013		11.49		14.90			2,024		1.10³			11.75³			2.22³
Class A
Six months ended 12/31/2016*		11.85		18.21			213		1.35³			4.24³			0.10³
Year ended 6/30/2016		10.09		–9.47			100		1.35			4.39			0.96
Year ended 6/30/2015		11.91		–2.22			110		1.35			4.77			0.79
Period from 8/30/2013⁴ to 6/30/2014		13.29		21.88			137		1.35³			6.58³			3.21³

	Six Months Ended			Year Ended June 30,									Period December 31, 2012⁴through June 30,
	December 31, 2016*			2016			2015			2014			2013
Portfolio turnover rate		22	%		52	%		42	%		52	%		38	%

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

³ Annualized.

⁴ Commencement of operations.

* Unaudited.

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

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
International Value Fund	Net asset value, beginning of period		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
Class I
Six months ended 12/31/2016*	$	9.76	$	(0.01	)	$	1.36		$	1.35		$	(0.17	)	$	(0.24	)	$	(0.41	)
Period from 12/31/2015⁴ to 6/30/2016		10.00		0.16			(0.40	)		(0.24	)		—			—			—

Ratios to Average Net Assets

International
Value Fund

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
(loss)

Class I

Six months ended
12/31/2016*

10.70

13.90

2,057

1.15

%³

7.41

%³

(0.13

)%³

Period from
12/31/2015⁴ to
6/30/2016

9.76

–2.40

1,806

1.15³

12.67³

3.17³

				Six Months Ended December 31, 2016*				Period December 31, 2015⁴ through June 30, 2016
Portfolio turnover rate					18	%			17	%

			Income (loss) from investment operations								Dividends and distributions
Value Opportunities 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
Class I
Six months ended 12/31/2016*	$	22.21	$	0.14	$	4.93		$	5.07		$	(0.59	)	$	—		$	(0.59	)
Year ended 6/30/2016		29.13		0.69		(3.68	)		(2.99	)		(0.49	)		(3.44	)		(3.93	)
Year ended 6/30/2015		29.88		0.41		1.35			1.76			(0.42	)		(2.09	)		(2.51	)
Year ended 6/30/2014		25.46		0.35		5.91			6.26			(0.23	)		(1.61	)		(1.84	)
Year ended 6/30/2013		20.44		0.34		6.00			6.34			(0.38	)		(0.94	)		(1.32	)
Year ended 6/30/2012		21.12		0.33		(0.48	)		(0.15	)		(0.14	)		(0.39	)		(0.53	)
Class A
Six months ended 12/31/2016*		22.21		0.12		4.92			5.04			(0.51	)		—			(0.51	)
Year ended 6/30/2016		29.13		0.63		(3.69	)		(3.06	)		(0.42	)		(3.44	)		(3.86	)
Year ended 6/30/2015		29.88		0.34		1.36			1.70			(0.36	)		(2.09	)		(2.45	)
Year ended 6/30/2014		25.48		0.25		5.94			6.19			(0.18	)		(1.61	)		(1.79	)
Year ended 6/30/2013		20.46		0.28		6.01			6.29			(0.33	)		(0.94	)		(1.27	)
Year ended 6/30/2012		21.12		0.28		(0.47	)		(0.19	)		(0.08	)		(0.39	)		(0.47	)
Class C
Six months ended 12/31/2016*		20.68		0.03		4.56			4.59			(0.32	)		—			(0.32	)
Year ended 6/30/2016		27.41		0.42		(3.47	)		(3.05	)		(0.24	)		(3.44	)		(3.68	)
Year ended 6/30/2015		28.31		0.12		1.27			1.39			(0.20	)		(2.09	)		(2.29	)
Year ended 6/30/2014		24.28		0.04		5.65			5.69			(0.05	)		(1.61	)		(1.66	)
Year ended 6/30/2013		19.50		0.10		5.73			5.83			(0.11	)		(0.94	)		(1.05	)
Year ended 6/30/2012		20.21		0.13		(0.45	)		(0.32	)		—			(0.39	)		(0.39	)

								Ratios to Average Net Assets
Value Opportunities Fund	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
Six months ended 12/31/2016*	$	26.69		22.81	%	$	308,636		1.00	%³		1.00	%³		1.15	%³
Year ended 6/30/2016		22.21		–10.48			259,421		1.00			1.00			2.80
Year ended 6/30/2015		29.13		6.75			363,363		0.96			0.96			1.42
Year ended 6/30/2014		29.88		25.67			265,138		0.99			0.99			1.25
Year ended 6/30/2013		25.46		32.28			105,332		1.03			1.03			1.45
Year ended 6/30/2012		20.44		–0.20			41,079		1.10			1.10			1.73
Class A
Six months ended 12/31/2016*		26.74		22.69			132,513		1.25³			1.25³			0.97³
Year ended 6/30/2016		22.21		–10.71			132,870		1.25			1.25			2.55
Year ended 6/30/2015		29.13		6.47			201,477		1.21			1.21			1.19
Year ended 6/30/2014		29.88		25.34			165,608		1.24			1.24			0.91
Year ended 6/30/2013		25.48		31.98			103,822		1.28			1.28			1.22
Year ended 6/30/2012		20.46		–0.45			32,022		1.35			1.35			1.45
Class C
Six months ended 12/31/2016*		24.95		22.19			61,214		2.00³			2.00³			0.24³
Year ended 6/30/2016		20.68		–11.37			63,637		2.00			2.00			1.84
Year ended 6/30/2015		27.41		5.65			76,647		1.96			1.96			0.43
Year ended 6/30/2014		28.31		24.44			52,042		1.99			1.99			0.17
Year ended 6/30/2013		24.28		30.97			24,728		2.03			2.03			0.44
Year ended 6/30/2012		19.50		–1.22			11,308		2.10			2.10			0.69

	Six Months Ended			Year Ended June 30,
	December 31, 2016*			2015			2014			2013			2012			2011
Portfolio turnover rate		48	%		62	%		101	%		45	%		98	%		123	%

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

³ Annualized.

⁴ Commencement of operations.

* Unaudited.

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
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
Class I
Six months ended 12/31/2016*	$	10.56	$	0.22	$	1.48		$	1.70		$	(0.27	)	$	—		$	(0.27	)
Year ended 6/30/2016		12.22		0.51		(1.13	)		(0.62	)		(0.54	)		(0.50	)		(1.04	)
Year ended 6/30/2015		12.85		0.47		(0.38	)		0.09			(0.52	)		(0.20	)		(0.72	)
Year ended 6/30/2014		11.83		0.57		1.64			2.21			(0.51	)		(0.68	)		(1.19	)
Year ended 6/30/2013		10.57		0.51		1.38			1.89			(0.50	)		(0.13	)		(0.63	)
Year ended 6/30/2012		10.37		0.51		0.25			0.76			(0.48	)		(0.08	)		(0.56	)
Class A
Six months ended 12/31/2016*		10.97		0.21		1.52			1.73			(0.25	)		—			(0.25	)
Year ended 6/30/2016		12.65		0.50		(1.17	)		(0.67	)		(0.51	)		(0.50	)		(1.01	)
Year ended 6/30/2015		13.24		0.44		(0.35	)		0.09			(0.48	)		(0.20	)		(0.68	)
Year ended 6/30/2014		12.18		0.61		1.61			2.22			(0.48	)		(0.68	)		(1.16	)
Year ended 6/30/2013		10.67		0.50		1.61			2.11			(0.47	)		(0.13	)		(0.60	)
Year ended 6/30/2012		10.38		0.51		0.32			0.83			(0.46	)		(0.08	)		(0.54	)

								Ratios to Average Net Assets
Capital Income Fund	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
Six months ended 12/31/2016*	$	11.99		16.22	%	$	15,017		0.80	%³		1.36	%³		3.83	%³
Year ended 6/30/2016		10.56		–4.77			20,873		0.80			1.18			4.63
Year ended 6/30/2015		12.22		0.69			33,958		0.80			1.05			3.75
Year ended 6/30/2014		12.85		19.71			21,399		0.80			1.34			4.61
Year ended 6/30/2013		11.83		18.45			11,348		0.80			1.85			4.51
Year ended 6/30/2012		10.57		7.76			8,588		0.80			2.81			5.06
Class A
Six months ended 12/31/2016*		12.45		15.92			20,994		1.05³			1.61³			3.62³
Year ended 6/30/2016		10.97		–4.99			17,309		1.05			1.43			4.36
Year ended 6/30/2015		12.65		0.73			42,398		1.05			1.30			3.39
Year ended 6/30/2014		13.24		19.17			47,872		1.05			1.51			4.76
Year ended 6/30/2013		12.18		20.34			13,782		1.05			1.99			4.31
Year ended 6/30/2012		10.67		8.37			333		1.05			3.06			4.93

	Six Months Ended			Year Ended June 30,
	December 31, 2016*			2016			2015			2014			2013			2012
Portfolio turnover rate		27	%		93	%		62	%		53	%		65	%		38	%

			Income (loss) from investment operations								Dividends and distributions
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
Class I
Six months ended 12/31/2016*	$	11.47	$	0.38	$	0.55⁴		$	0.93		$	(0.39	)	$	—		$	(0.39	)
Year ended 6/30/2016		12.51		0.76		(0.94	)⁴		(0.18	)		(0.77	)		(0.09	)		(0.86	)
Year ended 6/30/2015		13.37		0.70		(0.75	)⁴		(0.05	)		(0.71	)		(0.10	)		(0.81	)
Year ended 6/30/2014		12.83		0.76		0.67			1.43			(0.76	)		(0.13	)		(0.89	)
Year ended 6/30/2013		12.28		0.80		0.61			1.41			(0.81	)		(0.05	)		(0.86	)
Year ended 6/30/2012		12.79		0.94		(0.25	)		0.69			(0.95	)		(0.25	)		(1.20	)
Class A
Six months ended 12/31/2016*		11.40		0.36		0.54⁴			0.90			(0.37	)		—			(0.37	)
Year ended 6/30/2016		12.43		0.73		(0.94	)⁴		(0.21	)		(0.73	)		(0.09	)		(0.82	)
Year ended 6/30/2015		13.29		0.67		(0.75	)⁵		(0.08	)		(0.68	)		(0.10	)		(0.78	)
Year ended 6/30/2014		12.75		0.73		0.66			1.39			(0.72	)		(0.13	)		(0.85	)
Year ended 6/30/2013		12.21		0.76		0.60			1.36			(0.77	)		(0.05	)		(0.82	)
Year ended 6/30/2012		12.73		0.90		(0.26	)		0.64			(0.91	)		(0.25	)		(1.17	)
Class C
Six months ended 12/31/2016*		11.47		0.32		0.55⁴			0.87			(0.33	)		—			(0.33	)
Year ended 6/30/2016		12.50		0.65		(0.94	)⁶		(0.29	)		(0.65	)		(0.09	)		(0.74	)
Year ended 6/30/2015		13.36		0.58		(0.76	)⁴		(0.18	)		(0.58	)		(0.10	)		(0.68	)
Year ended 6/30/2014		12.82		0.62		0.68			1.30			(0.63	)		(0.13	)		(0.76	)
Period from 12/31/2012⁷ to 6/30/2013		12.88		0.30		(0.05	)		0.25			(0.31	)		—			(0.31	)

								Ratios to Average Net Assets
High Yield Fund	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
Six months ended 12/31/2016*	$	12.01		8.15	%	$	2,053,306		0.70	%³		0.73	%³		6.37	%³
Year ended 6/30/2016		11.47		–1.12			1,884,613		0.70			0.74			6.59
Year ended 6/30/2015		12.51		–0.26			2,060,504		0.70			0.73			5.56
Year ended 6/30/2014		13.37		11.51			1,127,080		0.70			0.75			5.82
Year ended 6/30/2013		12.83		11.70			686,718		0.70			0.75			6.23
Year ended 6/30/2012		12.28		6.02			426,041		0.70			0.76			7.76
Class A
Six months ended 12/31/2016*		11.93		7.96			536,355		0.95³			0.98³			6.13³
Year ended 6/30/2016		11.40		–1.34			603,081		0.95			0.99			6.35
Year ended 6/30/2015		12.43		–0.54			682,129		0.95			0.98			5.31
Year ended 6/30/2014		13.29		11.28			607,104		0.95			1.00			5.59
Year ended 6/30/2013		12.75		11.37			410,060		0.95			1.00			5.91
Year ended 6/30/2012		12.21		5.66			105,472		0.95			1.01			7.47
Class C
Six months ended 12/31/2016*		12.01		7.61			3,320		1.70³			1.73³			5.35³
Year ended 6/30/2016		11.47		–2.02			2,737		1.70			1.74			5.61
Year ended 6/30/2015		12.50		–1.25			3,581		1.70			1.73			4.53
Year ended 6/30/2014		13.36		10.40			3,623		1.70			1.75			4.72
Period from 12/31/2012⁷ to 6/30/2013		12.82		1.91			812		1.70³			1.74³			4.73³

	Six Months Ended			Year Ended June 30,
	December 31, 2016*			2016			2015			2014			2013			2012
Portfolio turnover rate		20	%		45	%		44	%		51	%		66	%		57	%

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

³ Annualized.

⁴Redemption fees per share were less than $0.005.

⁵Includes redemption fees per share of $0.01.

⁶ Includes redemption fees per share of $0.02.

⁷ Commencement of operations.

* Unaudited.

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

Notes to the Financial Statements

DECEMBER 31, 2016 (UNAUDITED)

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 ten 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 International 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, International 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 and the International Value Fund is not offering Class A or 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. 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 December 31, 2016:

	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	$	128,239,543	$	467,535,203	$	1,975,851,195	$	811,908,367	$	18,776,587
Investment Companies		—		—		—		—		473,240
Money Market Funds		—		—		6,304,168		5,786,516		—
Level 2 — Other significant observable market inputs:
Common Stocks:
Energy		—		—		134,920,773		8,715,865		—
Industrials		—		—		51,544,079		—		—
Time Deposits		182,134		16,890,844		26,879,532		924,023		509,524
Level 3 — Significant unobservable inputs		—		—		—		—		—
Total Investments	$	128,421,677	$	484,426,047	$	2,195,499,747	$	827,334,771	$	19,759,351
	Global Value		International Value		Value Opportunities		Capital Income		High Yield
Level 1 — Quoted prices in an active market:
Common Stocks	$	4,406,931	$	622,512	$	348,938,284	$	17,835,346	$	1,116,112
Investment Companies		—		—		1,057,531		102,012		—
Preferred Stocks		—		—		618,986		128,081		54,122,134
Convertible Preferred Stocks		—		—		—		83,613		4,296,860
Warrants		—		—		3,334,329		—		—
Level 2 — Other significant observable market inputs:
Common Stocks:
Consumer Discretionary		155,634		70,861		—		—		—
Consumer Staples		75,972		33,533		—		—		—
Energy		471,274		139,013		32,424,505		1,772,729		—
Energy — Exploration & Production		—		—		—		—		11,362,820
Financials		637,597		374,390		14,702,860		—		—
Health Care		219,739		180,581		—		147,655		—
Industrials		905,353		390,153		40,024,979		871,518		—
Information Technology		53,954		104,434		3,010,667		161,864		—
Materials		—		42,769		1,240,118		219,496		—
Metals/Mining Excluding Steel		—		—		—		—		19,517,968
Oil Field Equipment & Services		—		—		—		—		5,173,758
Oil Refining & Marketing		—		—		—		—		705,106
Telecommunication Services		34,237		66,655		—		—		—
Preferred Stocks:
Financials		—		—		1,383,469		—		—
Corporate Bonds		—		—		37,620,077		12,812,529		2,291,006,140
Asset-Backed Securities		—		—		—		—		11,373,439
Convertible Bonds		—		—		—		—		15,990,947
Term Loans		—		—		5,628,800		604,753		75,877,120
Purchased Put Options		—		—		446,250		—		—
Warrants		—		—		341,384		4,251		1,226,951
Time Deposits		81,813		60,422		45		1,593,849		49,751,831
Level 3 — Significant unobservable inputs:
Common Stocks:
Automakers		—		—		—		—		0
Consumer Discretionary		—		—		—		137,669		—
Specialty Retail		—		—		—		—		11,531,404
Corporate Bonds		—		—		1,095,002		23,954		370,340
Total Investments	$	7,042,504	$	2,085,323	$	491,867,286	$	36,499,319	$	2,553,422,930
Other Financial Instruments
Level 1 — Quoted prices in an active market					$	—			$	—
Level 2 — Other significant observable market inputs:
Futures Contracts*						434,151				—
Credit Default Swap Contracts*						—				(289,548	)
Level 3 — Significant unobservable inputs								—		—
Total Other Financial Instruments					$	434,151			$	(289,548	)

* 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 $1,430,032 in the Small Cap Value Fund, $48,437 in the Global Value Fund, $33,109 in the International Value Fund and $2,584,937 in the Value Opportunities Fund using market values as of December 31, 2016. The transfers were due to securities being fair valued as a result of market movements following the close of local trading on December 31, 2016. There were transfers from Level 2 to Level 1 of $13,776 in the Small Cap Diversified Value Fund using market values as of December 31, 2016. The transfers were due to increased trading volume on December 31, 2016. There were transfers from Level 2 to Level 1 of $12,089 in the International Value Fund using market values as of December 31, 2016. 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 2 to Level 3 of $0 in the Value Opportunities Fund, $0 in the Capital Income Fund and $0 in the High Yield Fund using market values as of December 31, 2016. The transfers were due to lack of observable inputs on December 31, 2016. There were no transfers into or out of Level 1 or Level 2 during the six months ended December 31, 2016 for the Diversified Value Fund, Large Cap Value Fund and Mid-Cap 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, International 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 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. 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 following is a summary of the Funds' derivative instrument holdings categorized by primary risk exposure as of December 31, 2016:

Asset Derivatives

	Location on Statements of Assets & Liabilities	Value Opportunities		High Yield
Equity Contracts:
Purchased Put Options	Long-term investments	$	446,250	$	—
Foreign Exchange Contracts:
Futures Contracts	Net unrealized appreciation of futures contracts*		434,151		—
Liability Derivatives
	Location on Statements of Assets & Liabilities	Value Opportunities		High Yield
Credit Contracts:
Credit Default Swap Contracts	Premiums received for credit default swap contracts	$	—	$	509,469
	Unrealized depreciation on credit default swap contracts		—		289,548

* Includes cumulative appreciation 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 and change in unrealized depreciation on derivative instruments recognized in the Statements of Operations categorized by primary risk exposure for the six months ended December 31, 2016:

Realized Gains on Derivatives

	Value Opportunities			High Yield
Credit Contracts:
Credit Default Swap Contracts	$	—		$	125,098
Equity Contracts:
Purchased Put Options		—			—
Foreign Exchange Contracts:
Futures Contracts		1,481,345			—
Change in Unrealized Depreciation on Derivatives
	Value Opportunities			High Yield
Credit Contracts:
Credit Default Swap Contracts	$	—		$	(520,399	)
Equity Contracts:
Purchased Put Options		(1,407,750	)*		—
Foreign Exchange Contracts:
Futures Contracts		(905,662	)		—

* 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 six months ended December 31, 2016:

Average Quarterly Balance of Outstanding Derivatives

	Value Opportunities		High Yield
Credit Contracts:
Average Number of Contracts — Credit Default Swap Contracts		—		1
Average Notional Amount — Credit Default Swap Contracts	$	—	$	24,516,667
Equity Contracts:
Average Number of Contracts — Purchased Put Options		4,500		—
Average Market Value — Purchased Put Options	$	1,206,333	$	—
Foreign Exchange Contracts:
Average Number of Contracts — Futures Contracts		238		—
Average Notional Amount — Futures Contracts	$	21,459,201	$	—

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 December 31, 2016:

							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:
Credit Default Swap Contracts:
High Yield	$	289,548	$	—	$	289,548	$	289,548	$	—	$	—
Futures Contracts:
Value Opportunities		35,600		—		35,600		—		35,600		—
Securities Lending:
Mid-Cap Value		6,304,168		—		6,304,168		6,304,168		—		—
Small Cap Value		5,786,516		—		5,786,516		5,786,516		—		—

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, 2017.

	Diversified Value			Large Cap Value			Mid-Cap Value			Small Cap Value			Small Cap Diversified Value			Global Value			International Value			Value Opportunities			Capital Income			High Yield
Annual Advisory Fee Rate		0.75	%¹		0.75	%¹		0.75	%¹		0.75	%		0.65	%		0.80	%		0.85	%		0.75	%		0.65	%		0.55	%
Annual cap on expenses — Class I		0.95	%		1.05	%		1.15	%		1.25	%		0.90	%		1.10	%		1.15	%		1.25	%		0.80	%		0.70	%
Annual cap on expenses — Class A		1.20	%		1.30	%		1.40	%		1.50	%		1.15	%		1.35	%		1.40	%		1.50	%		1.05	%		0.95	%
Annual cap on expenses — Class C		1.95	%		2.05	%		2.15	%		2.25	%		1.90	%		2.10	%		2.15	%		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			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.

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

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 six months ended December 31, 2016, Stephens Inc. did not receive any front-end sales charges for Class A shares.

The Funds are permitted to purchase securities from or sell securities to another Fund or affiliated person under procedures adopted by the Board. During the six months ended December 31, 2016, the Funds' purchases and sales of securities pursuant to Rule 17a-7 under the 1940 Act were as follows:

	Diversified Value		Large Cap Value		Mid-Cap Value		Small Cap Value			Small Cap Diversified Value		Global Value		International Value		Value Opportunities			Capital Income			High Yield
Purchases	$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—		$	—		$	9,291,290
Sales		—		—		—		475,735	*		—		—		—		4,019,250	*		3,675,514	*		4,353,887	*

* Resulted in a realized gain of $408,203 for the Value Opportunities Fund and a realized loss of $(1,448,083) for the Small Cap Value Fund, $(86,016) for the Capital Income Fund and $(125,943) for the High Yield Fund.

NOTE 3.

Investments. Purchases and sales of investment securities, excluding short-term investments, for the six months ended December 31, 2016 were as follows:

	Diversified Value		Large Cap Value		Mid-Cap Value		Small Cap Value		Small Cap Diversified Value		Global Value		International Value		Value Opportunities		Capital Income		High Yield
Purchases	$	27,874,868	$	65,420,034	$	368,554,848	$	88,868,800	$	1,913,020	$	1,937,430	$	345,931	$	219,427,587	$	9,487,232	$	520,386,033
Sales		310,941,796		148,506,046		705,667,681		278,737,935		1,323,997		1,287,037		386,314		269,082,508		16,686,361		491,210,748

The Funds did not have any purchases or sales of U.S. Government securities for the six months ended December 31, 2016.

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, 2016:

	Diversified Value			Large Cap Value			Mid-Cap Value			Small Cap Value			Small Cap Diversified Value			Global Value			International Value			Value Opportunities			Capital Income			High Yield
Tax cost of investments	$	470,934,545		$	600,002,841		$	2,478,267,171		$	872,357,679		$	14,829,087		$	5,790,623		$	1,910,019		$	518,831,532		$	41,770,724		$	2,556,386,059
Gross unrealized appreciation		22,265,268			18,153,306			177,675,608			99,453,470			1,391,353			445,535			75,413			30,871,476			2,248,076			47,974,738
Gross unrealized depreciation		(114,590,593	)		(136,983,534	)		(600,429,637	)		(149,446,841	)		(1,677,255	)		(920,873	)		(171,613	)		(95,896,402	)		(6,366,618	)		(248,318,003	)
Net unrealized depreciation		(92,325,325	)		(118,830,228	)		(422,754,029	)		(49,993,371	)		(285,902	)		(475,338	)		(96,200	)		(65,024,926	)		(4,118,542	)		(200,343,265	)
Distributable ordinary income (as of 6/30/16)		6,410,766			8,826,124			—			1,403,606			47,852			50,914			52,402			6,163,835			201,332			2,838,591
Distributable long-term gains (as of 6/30/16)		—			—			16,229,261			—			—			—			—			—			—			—
Total distributable earnings		6,410,766			8,826,124			16,229,261			1,403,606			47,852			50,914			52,402			6,163,835			201,332			2,838,591
Other accumulated losses		(588,079,310	)		(1,013,032,925	)		(15,916	)		(72,743,656	)		(672,319	)		(207,376	)		(282	)		(12,067,110	)		(2,426,746	)		(60,034,769	)
Total accumulated losses	$	(673,993,869	)	$	(1,123,037,029	)	$	(406,540,684	)	$	(121,333,421	)	$	(910,369	)	$	(631,800	)	$	(44,080	)	$	(70,928,201	)	$	(6,343,956	)	$	(257,539,443	)

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, 2016, the Capital Income Fund no longer held any securities 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, 2016, the Global Value Fund held securities with $36,636 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, 2016, the Small Cap Diversified Value Fund held securities with $137,277 of net unrealized appreciation relating to the transfers.

The tax components of distributions paid during the fiscal years ended June 30, 2016 and 2015, capital loss carryovers as of June 30, 2016, and any tax basis late year losses as of June 30, 2016, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	June 30, 2016											June 30, 2015
	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	$	6,654,007	$	—	$	(588,079,310	)¹	$	45,494,662	$	—	$	12,803,931	$	—
Large Cap Value		9,065,263		—		(1,013,032,925	)²		43,985,617		—		21,717,397		—
Mid-Cap Value		55,712,891		263,752,268		—			—		—		44,412,431		266,887,010
Small Cap Value		13,927,630		92,024,596		—			—		72,744,177		20,071,822		100,654,562
Small Cap Diversified Value		106,389		354,630		—			—		660,933		102,942		42,529
Global Value		149,795		212,477		—			—		207,308		190,514		215,575
International Value*		—		—		—			—		—		—		—
Value Opportunities		38,433,633		42,273,973		(12,068,399	)³		—		—		16,452,433		30,736,003
Capital Income		2,852,349		1,410,337		—			—		2,379,969		3,371,754		713,388
High Yield		165,642,889		13,331,886		—			—		57,142,871		124,042,629		14,239,999

* The Fund commenced operations on December 31, 2015.

¹ $346,542,049 expires on 6/30/2017 and $241,537,261 expires on 6/30/2018.

² $570,436,487 expires on 6/30/2017 and $442,596,438 expires on 6/30/2018.

³ $10,130,130 is short-term with no expiration and $1,938,269 is long-term with no expiration.

As of and during the year ended June 30, 2016, 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, 2016, the Funds did not incur any interest or penalties. The tax years ended June 30, 2013 through June 30, 2016 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
Six Months Ended December 31, 2016
Diversified Value Fund
Class I		316,989	$	4,801,810		244,219	$	4,041,821		(19,271,926	)	$	(290,152,160	)		(18,710,718	)	$	(281,308,529	)
Class A		40,468		645,925		54,517		905,529		(251,737	)		(3,882,253	)		(156,752	)		(2,330,799	)
Class C		10,413		166,321		4,952		81,656		(66,176	)		(994,347	)		(50,811	)		(746,370	)
Total net increase (decrease)		367,870		5,614,056		303,688		5,029,006		(19,589,839	)		(295,028,760	)		(18,918,281	)		(284,385,698	)
Large Cap Value Fund
Class I		717,997		19,613,104		194,155		5,706,224		(2,727,055	)		(73,662,097	)		(1,814,903	)		(48,342,769	)
Class A		203,816		5,597,070		65,925		1,927,647		(893,820	)		(23,787,862	)		(624,079	)		(16,263,145	)
Class C		17,254		458,599		2,686		77,122		(157,855	)		(4,087,662	)		(137,915	)		(3,551,941	)
Class R		63,248		1,759,978		4,446		130,667		(66,380	)		(1,779,202	)		1,314			111,443
Total net increase (decrease)		1,002,315		27,428,751		267,212		7,841,660		(3,845,110	)		(103,316,823	)		(2,575,583	)		(68,046,412	)
Mid-Cap Value Fund
Class I		4,119,979		139,481,470		667,636		25,370,176		(10,792,908	)		(359,116,546	)		(6,005,293	)		(194,264,900	)
Class A		526,830		17,911,554		79,503		2,978,963		(2,768,435	)		(91,083,162	)		(2,162,102	)		(70,192,645	)
Class C		35,697		1,115,168		19,068		633,072		(574,139	)		(16,579,176	)		(519,374	)		(14,830,936	)
Class R		126,487		4,134,550		2,932		110,120		(114,590	)		(3,831,081	)		14,829			413,589
Total net increase (decrease)		4,808,993		162,642,742		769,139		29,092,331		(14,250,072	)		(470,609,965	)		(8,671,940	)		(278,874,892	)
Small Cap Value Fund
Class I		891,163		46,649,434		31,464		1,872,419		(4,028,986	)		(206,812,589	)		(3,106,359	)		(158,290,736	)
Class A		124,588		6,555,291		—		—		(840,057	)		(42,661,060	)		(715,469	)		(36,105,769	)
Class C		5,530		243,073		—		—		(101,847	)		(4,357,718	)		(96,317	)		(4,114,645	)
Total net increase (decrease)		1,021,281		53,447,798		31,464		1,872,419		(4,970,890	)		(253,831,367	)		(3,918,145	)		(198,511,150	)

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Six Months Ended December 31, 2016
Small Cap Diversified Value Fund
Class I		1,024	$	10,305		12,237	$	145,133		(4	)	$	(47	)		13,257		$	155,391
Class A		27,336		320,755		142		1,679		(889	)		(9,902	)		26,589			312,532
Total net increase (decrease)		28,360		331,060		12,379		146,812		(893	)		(9,949	)		39,846			467,923
Global Value Fund
Class I		65,132		750,581		4,453		53,569		(10,001	)		(112,715	)		59,584			691,435
Class A		8,234		89,995		76		911		(212	)		(2,505	)		8,098			88,401
Total net increase (decrease)		73,366		840,576		4,529		54,480		(10,213	)		(115,220	)		67,682			779,836
International Value Fund
Class I		—		—		7,205		77,168		—			—			7,205			77,168
Total net increase		—		—		7,205		77,168		—			—			7,205			77,168
Value Opportunities Fund
Class I		1,449,192		36,524,026		152,247		4,107,620		(1,719,753	)		(41,602,146	)		(118,314	)		(970,500	)
Class A		536,377		13,610,045		69,948		1,890,685		(1,632,380	)		(39,553,256	)		(1,026,055	)		(24,052,526	)
Class C		116,218		2,685,547		22,269		562,082		(762,735	)		(17,147,879	)		(624,248	)		(13,900,250	)
Total net increase (decrease)		2,101,787		52,819,618		244,464		6,560,387		(4,114,868	)		(98,303,281	)		(1,768,617	)		(38,923,276	)
Capital Income Fund
Class I		92,895		1,098,476		22,185		253,301		(838,296	)		(9,282,970	)		(723,216	)		(7,931,193	)
Class A		327,704		3,948,488		26,397		313,976		(246,094	)		(2,876,101	)		108,007			1,386,363
Total net increase (decrease)		420,599		5,046,964		48,582		567,277		(1,084,390	)		(12,159,071	)		(615,209	)		(6,544,830	)
High Yield Fund
Class I		29,355,855		348,911,572		4,050,576		48,172,200		(26,652,201	)		(316,977,502	)¹		6,754,230			80,106,270
Class A		3,005,334		35,153,764		1,504,952		17,779,189		(12,458,728	)		(146,698,294	)¹		(7,948,442	)		(93,765,341	)
Class C		77,821		927,915		3,445		40,973		(43,424	)		(511,499	)¹		37,842			457,389
Total net increase (decrease)		32,439,010		384,993,251		5,558,973		65,992,362		(39,154,353	)		(464,187,295	)		(1,156,370	)		(13,201,682	)
Year Ended June 30, 2016
Diversified Value Fund
Class I		3,317,230		48,184,171		433,133		6,111,503		(10,164,956	)		(146,815,271	)		(6,414,593	)		(92,519,597	)
Class A		198,601		2,883,002		16,810		238,372		(845,931	)		(12,096,434	)		(630,520	)		(8,975,060	)
Class C		69,997		993,478		441		6,229		(116,535	)		(1,659,326	)		(46,097	)		(659,619	)
Total net increase (decrease)		3,585,828		52,060,651		450,384		6,356,104		(11,127,422	)		(160,571,031	)		(7,091,210	)		(102,154,276	)
Large Cap Value Fund
Class I		2,854,379		71,009,801		267,389		6,476,172		(8,562,979	)		(211,916,899	)		(5,441,211	)		(134,430,926	)
Class A		731,231		18,228,374		65,397		1,576,071		(2,157,156	)		(53,132,493	)		(1,360,528	)		(33,328,048	)
Class C		210,807		5,156,094		2,073		48,923		(900,414	)		(21,926,147	)		(687,534	)		(16,721,130	)
Class R		163,071		4,110,743		3,040		73,717		(112,893	)		(2,847,983	)		53,218			1,336,477
Total net increase (decrease)		3,959,488		98,505,012		337,899		8,174,883		(11,733,442	)		(289,823,522	)		(7,436,055	)		(183,143,627	)
Mid-Cap Value Fund
Class I		10,396,737		344,873,822		7,474,912		231,199,037		(25,201,030	)		(849,945,718	)		(7,329,381	)		(273,872,859	)
Class A		1,736,617		56,614,843		1,244,368		38,002,986		(7,992,868	)		(270,837,312	)		(5,011,883	)		(176,219,483	)
Class C		205,166		5,764,927		305,016		8,314,737		(1,648,635	)		(47,167,695	)		(1,138,453	)		(33,088,031	)
Class R		130,635		4,226,831		35,959		1,102,498		(253,395	)		(8,168,463	)		(86,801	)		(2,839,134	)
Total net increase (decrease)		12,469,155		411,480,423		9,060,255		278,619,258		(35,095,928	)		(1,176,119,188	)		(13,566,518	)		(486,019,507	)

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2016
Small Cap Value Fund
Class I		7,052,652	$	347,910,877		1,199,125	$	58,061,643		(8,633,234	)	$	(416,135,695	)		(381,457	)	$	(10,163,175	)
Class A		774,987		39,684,374		239,836		11,536,114		(1,731,886	)		(86,370,513	)		(717,063	)		(35,150,025	)
Class C		52,961		2,232,758		49,001		2,007,100		(242,921	)		(10,298,142	)		(140,959	)		(6,058,284	)
Total net increase (decrease)		7,880,600		389,828,009		1,487,962		71,604,857		(10,608,041	)		(512,804,350	)		(1,239,479	)		(51,371,484	)
Small Cap Diversified Value Fund
Class I		517		4,500		51,926		449,679		—			—			52,443			454,179
Class A		32,973		296,818		1,311		11,340		(21,698	)		(170,612	)		12,586			137,546
Total net increase (decrease)		33,490		301,318		53,237		461,019		(21,698	)		(170,612	)		65,029			591,725
Global Value Fund
Class I		38,923		385,881		34,821		350,644		(73,837	)		(770,954	)		(93	)		(34,429	)
Class A		4,574		54,500		632		6,363		(4,541	)		(51,350	)		665			9,513
Total net increase (decrease)		43,497		440,381		35,453		357,007		(78,378	)		(822,304	)		572			(24,916	)
International Value Fund
Class I*		185,000		1,850,000		—		—		—			—			185,000			1,850,000
Total net increase		185,000		1,850,000		—		—		—			—			185,000			1,850,000
Value Opportunities Fund
Class I		6,224,607		146,625,457		1,386,534		31,294,079		(8,402,848	)		(202,186,335	)		(791,707	)		(24,266,799	)
Class A		2,520,450		62,463,721		923,754		20,876,846		(4,379,214	)		(104,040,654	)		(935,010	)		(20,700,087	)
Class C		1,130,976		25,896,105		357,550		7,555,041		(1,207,959	)		(26,134,161	)		280,567			7,316,985
Total net increase (decrease)		9,876,033		234,985,283		2,667,838		59,725,966		(13,990,021	)		(332,361,150	)		(1,446,150	)		(37,649,901	)
Capital Income Fund
Class I		1,215,224		12,791,570		123,284		1,298,726		(2,140,130	)		(22,641,968	)		(801,622	)		(8,551,672	)
Class A		222,282		2,587,747		151,923		1,665,925		(2,146,619	)		(25,461,548	)		(1,772,414	)		(21,207,876	)
Total net increase (decrease)		1,437,506		15,379,317		275,207		2,964,651		(4,286,749	)		(48,103,516	)		(2,574,036	)		(29,759,548	)
High Yield Fund
Class I		80,876,907		913,506,545		8,465,846		96,527,439		(89,864,300	)		(1,024,179,236	)²		(521,547	)		(14,145,252	)
Class A		6,022,934		69,227,333		3,778,823		42,813,270		(11,775,052	)		(136,040,881	)²		(1,973,295	)		(24,000,278	)
Class C		118,272		1,354,929		8,872		100,887		(175,143	)		(1,988,270	)²		(47,999	)		(532,454	)
Total net increase (decrease)		87,018,113		984,088,807		12,253,541		139,441,596		(101,814,495	)		(1,162,208,387	)		(2,542,841	)		(38,677,984	)

* Commenced operations on December 31, 2015.

¹ Net of redemption fees of $49,058 for Class I, $13,861 for Class A and $596 for Class C.

² Net of redemption fees of $388,363 for Class I, $23,885 for Class A and $3,989 for Class C.

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 six months ended December 31, 2016, is set forth below:

Mid-Cap Value Fund

Issuer Name	Share Balance At July 1, 2016		Additions		Reductions		Share Balance At December 31, 2016		Dividend Income		Value At December 31, 2016
Navistar International Corp.+		4,648,000		—		3,249,000		1,399,000	$	—	$	43,886,630
Ophir Energy PLC		57,905,300		—		909,500		56,995,800		—		67,459,125

+ Issuer was not an affiliate as of December 31, 2016

Small Cap Value Fund

Issuer Name	Share Balance At July 1, 2016		Additions		Reductions		Share Balance At December 31, 2016		Dividend Income		Value At December 31, 2016
Hanger, Inc.		2,056,100		—		59,900		1,996,200	$	—	$	22,954,903
Hudson Global, Inc.		2,216,400		—		28,800		2,187,600		—		2,975,136
Miller Industries, Inc.+		707,800		—		175,100		532,700		215,322		14,089,915
Noranda Aluminum Holding Corp.		450,000		350,300		—		800,300		—		19,047
Real Industry, Inc.		2,420,708		—		85,800		2,334,908		—		14,242,939
Rush Enterprises, Inc.+		1,861,400		—		808,100		1,053,300		—		33,600,270
									$	215,322

+ Issuer was not an affiliate as of December 31, 2016

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 December 31, 2016, the Funds did not have any outstanding bridge loan commitments.

Unfunded loan commitments are contractual obligations for funding to a borrower. At December 31, 2016, the Value Opportunities Fund and High Yield Fund had outstanding unfunded loan commitments of $1,000,000 and $1,000,000, 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.

Certain Funds may invest in foreign (non-U.S.) securities and may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. Also, nationalization, expropriation or confiscatory taxation, currency blockage, political changes or diplomatic developments could adversely affect a Fund's investments in a foreign country.

The Funds are subject to management risk because each Fund is an actively managed investment portfolio. Consequently, the Funds are subject to the risks that the methods and analysis employed by the Advisor may not produce the desired results and result in losses to the Funds.

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.

Regulatory Changes. In October 2016, the Securities and Exchange Commission adopted new rules and amended existing rules (together, "final rules") intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the financial statements and related disclosures.

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.(UNAUDITED)

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, 2016.

For the year ended June 30, 2016, the following percentages of ordinary distributions paid qualify for the dividend received deduction available to corporate shareholders: Diversified Value Fund — 100.00%, Large Cap Value Fund — 100.00%, Mid-Cap Value Fund — 69.24%, Small Cap Value Fund — 62.90%, Small Cap Diversified Value Fund — 94.67%, Global Value Fund — 31.56%, International Value Fund — 0.00%, Value Opportunities Fund — 15.78%, Capital Income Fund — 23.39%, High Yield Fund — 3.47%.

For the year ended June 30, 2016, 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 — 75.18%, Small Cap Value Fund — 94.08%, Small Cap Diversified Value Fund — 95.12%, Global Value Fund — 99.08%, International Value Fund — 0.00%, Value Opportunities Fund — 28.45%, Capital Income Fund — 38.02%, High Yield Fund — 3.47%. Shareholders should consult their tax advisors.

For the year ended June 30, 2016, the Global Value Fund and International Value Fund earned foreign source income of $52,463 and $30,079, respectively, and paid foreign taxes of $5,608 and $2,630, respectively, which each Fund 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, 2016, 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 — 4.00%, Small Cap Value Fund — 0.03%, Small Cap Diversified Value Fund — 0.07%, Global Value Fund — 0.03%, International Value Fund — 0.00%, Value Opportunities Fund — 20.18%, Capital Income Fund — 56.87%, High Yield Fund — 90.57%. For the year ended June 30, 2016, 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 — 57.42%, Small Cap Value Fund — 71.79%, Small Cap Diversified Value Fund — 22.90%, Global Value Fund — 61.15%, International Value Fund — 0.00%, Value Opportunities Fund — 71.24%, Capital Income Fund — 19.71%, High Yield Fund — 3.41%.

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 (July 1, 2016 – December 31, 2016).

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 7/1/16		Ending Account Value 12/31/16		Expenses Paid During Period* 7/1/16 - 12/31/16		Beginning Account Value 7/1/16		Ending Account Value 12/31/16		Expenses Paid During Period* 7/1/16 - 12/31/16		Annualized Expense Ratio
Diversified Value Fund
Class I	$	1,000.00	$	1,190.20	$	5.24	$	1,000.00	$	1,020.42	$	4.84		0.95	%
Class A		1,000.00		1,188.70		6.62		1,000.00		1,019.16		6.11		1.20
Class C		1,000.00		1,184.20		10.74		1,000.00		1,015.38		9.91		1.95
Large Cap Value Fund
Class I		1,000.00		1,169.50		5.58		1,000.00		1,020.06		5.19		1.02
Class A		1,000.00		1,167.40		6.94		1,000.00		1,018.80		6.46		1.27
Class C		1,000.00		1,163.10		11.01		1,000.00		1,015.02		10.26		2.02
Class R		1,000.00		1,166.50		8.30		1,000.00		1,017.54		7.73		1.52
Mid-Cap Value Fund
Class I		1,000.00		1,239.30		5.81		1,000.00		1,020.01		5.24		1.03
Class A		1,000.00		1,237.90		7.22		1,000.00		1,018.75		6.51		1.28
Class C		1,000.00		1,233.00		11.43		1,000.00		1,014.97		10.31		2.03
Class R		1,000.00		1,236.10		8.62		1,000.00		1,017.49		7.78		1.53
Small Cap Value Fund
Class I		1,000.00		1,274.10		5.96		1,000.00		1,019.96		5.30		1.04
Class A		1,000.00		1,272.50		7.39		1,000.00		1,018.70		6.56		1.29
Class C		1,000.00		1,267.50		11.66		1,000.00		1,014.92		10.36		2.04
Small Cap Diversified Value Fund
Class I		1,000.00		1,291.70		5.20		1,000.00		1,020.67		4.58		0.90
Class A		1,000.00		1,289.80		6.64		1,000.00		1,019.41		5.85		1.15
Global Value Fund
Class I		1,000.00		1,182.50		6.05		1,000.00		1,019.66		5.60		1.10
Class A		1,000.00		1,182.10		7.43		1,000.00		1,018.40		6.87		1.35
International Value Fund
Class I		1,000.00		1,139.00		6.20		1,000.00		1,019.41		5.85		1.15

Fund Expense Examples (Unaudited)

	Based on Actual Fund Returns						Based on Hypothetical 5% Yearly Returns
	Beginning Account Value 7/1/16		Ending Account Value 12/31/16		Expenses Paid During Period* 7/1/16 - 12/31/16		Beginning Account Value 7/1/16		Ending Account Value 12/31/16		Expenses Paid During Period* 7/1/16 - 12/31/16		Annualized Expense Ratio
Value Opportunities Fund
Class I	$	1,000.00	$	1,228.10	$	5.62	$	1,000.00	$	1,020.16	$	5.09		1.00	%
Class A		1,000.00		1,226.90		7.02		1,000.00		1,018.90		6.36		1.25
Class C		1,000.00		1,221.90		11.20		1,000.00		1,015.12		10.16		2.00
Capital Income Fund
Class I		1,000.00		1,162.20		4.36		1,000.00		1,021.17		4.08		0.80
Class A		1,000.00		1,159.20		5.71		1,000.00		1,019.91		5.35		1.05
High Yield Fund
Class I		1,000.00		1,081.50		3.67		1,000.00		1,021.68		3.57		0.70
Class A		1,000.00		1,079.60		4.98		1,000.00		1,020.42		4.84		0.95
Class C		1,000.00		1,076.10		8.90		1,000.00		1,016.64		8.64		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 (184), then divided by the number of days in the most recent fiscal year (365).

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-SAR-1216-0217

DECEMBER 31, 2016

SEMI-ANNUAL REPORT

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

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. Not Applicable.

(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	February 27, 2017

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	February 27, 2017

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

Date	February 27, 2017

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