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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-10487

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

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

Anna Marie Lopez Hotchkis & Wiley Capital Management, LLC 725 South Figueroa Street, 39th Floor Los Angeles, California 90017-5439
(Name and address of agent for service)

Copies to: Maureen A. Miller, Esq. Joseph M. Mannon, Esq. Vedder Price P.C. 222 North LaSalle Street, 26th Floor Chicago, Illinois 60601
(Counsel for the registrant)

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

Date of fiscal year end:	June 30, 2018

Date of reporting period:		June 30, 2018

Item 1. Reports to Stockholders.

Hotchkis & Wiley Funds

Annual Report

JUNE 30, 2018

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					24
GLOBAL VALUE FUND					31
INTERNATIONAL VALUE FUND					33
VALUE OPPORTUNITIES FUND					35
CAPITAL INCOME FUND					39
HIGH YIELD FUND					47
STATEMENTS OF ASSETS & LIABILITIES					53
STATEMENTS OF OPERATIONS					55
STATEMENTS OF CHANGES IN NET ASSETS					57
FINANCIAL HIGHLIGHTS					62
NOTES TO THE FINANCIAL STATEMENTS					67
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					83
FUND EXPENSE EXAMPLES					84
BOARD CONSIDERATIONS IN APPROVING CONTINUATION OF INVESTMENT ADVISORY AGREEMENTS					86
MANAGEMENT					88
INFORMATION ABOUT THE FUNDS					BACK COVER

DEAR SHAREHOLDER:

The following investment review and annual report relates to the activities of the Hotchkis & Wiley Funds for the twelve-month period ended June 30, 2018.

OVERVIEW

The S&P 500^® Index returned +14.4% and the Russell Developed Index returned +12.1% (in US dollar terms) over the twelve-month period ended June 30, 2018. The positive performance from global equities suggests that for the time being, investors are choosing to focus on strong corporate earnings as opposed to trade war risks and geopolitical tensions. Global earnings grew more than +30% year-over-year in the most recently reported quarter, with many companies reporting earnings growth of more than 50% from a year ago. Interestingly, the composition of this fastest-growing cohort was broadly distributed across sectors even though stock performance across sectors has varied significantly.

There were large performance differences between sectors, with information technology, energy, and consumer discretionary leading the way and non-cyclical sectors lagging. Globally, growth outperformed value over the past 12 months, which poses a challenge to our value-focused investment approach. Fortunately, markets move in cycles, and this headwind can shift into a tailwind when value comes back into vogue.

The valuation of broad equity markets across the globe appears above average, but this is heavily influenced by certain market segments that we view as considerably overvalued. Valuation spreads are wide. In light of value's underperformance, we are often asked what would serve as the catalyst to bring value back into vogue; unfortunately we do not have a definitive answer. A rise in interest rates should favor value stocks, which are shorter duration instruments than growth stocks. An economic slowdown could favor value if the revenue/earnings projections for growth stocks fail to live up to the rosy expectations embedded in the elevated valuation multiples. Perhaps the "catalyst" will be investors' eventual recognition of the wide valuation disparity across equity markets, as has often been the case. While the timing is uncertain, we are confident that the cycle will shift in favor of value once again.

The ICE BofAML U.S. High Yield Index ((high yield market) one-year return posted a gain of 2.53%) was positive but only slightly so. After several rate hikes, the Federal Funds Target Rate now stands at 2.0%, and the yield curve has flattened but is not inverted. Lower rated high yield credits absorbed the rate hikes better than the BB- rated cohort, and thus outperformed over the twelve-month period. The broad high yield market closed the period with a yield-to-worst of 6.53% and a spread over treasuries of 371 basis points — modestly higher than one year ago.

While credit valuations are not overly exciting, the high yield market continued to demonstrate signs of good health. The trailing 12 month default rate closed just above 2% as of June 30, well below its long-term average. Revenue and profits continued to grow at a modest yet decidedly positive pace. The overall high yield market has shrunk as fund flows have been negative, particularly in high yield ETFs, and most new issuance coming to market has been for refinancing. Leverage has shown nascent signs of rising but this has not worried rating

agencies, whose upgrades have considerably outpaced downgrades. Also, despite lower inventories at primary dealers — the byproduct of a more stringent regulatory environment — liquidity across the high yield market has continued to improve.

HOTCHKIS & WILEY DIVERSIFIED VALUE FUND

The Fund's Class I shares had a total return of 9.81% for the one year ended June 30, 2018 compared to the Russell 1000^® Value Index return of 6.77%.

The Fund's Class I shares outperformed the Russell 1000^® Value Index over the twelve-month period. The overweight position in energy, which was the Fund's and the market's top-performing sector, helped relative performance but not as much as positive stock selection in the sector helped. The Fund's energy stocks returned +42% compared to +23% for the index's energy stocks. Positive stock selection in consumer staples and health care also helped performance, along with the overweight exposure to information technology. Stock selection in consumer discretionary, financials, and information technology were performance detractors. The largest positive contributors to relative performance were Marathon Oil, Microsoft, Hess, Hewlett Packard Enterprise, and Royal Dutch Shell; the largest detractors were AIG, Johnson Controls, Oracle, Goodyear Tire, and Cummins.

HOTCHKIS & WILEY LARGE CAP VALUE FUND

The Fund's Class I shares had a total return of 10.01% for the one year ended June 30, 2018 compared to the Russell 1000^® Value Index return of 6.77%.

The Fund's Class I shares outperformed the Russell 1000^® Value Index over the twelve-month period. The exposure to energy was the largest positive contributor in the period, as both the overweight allocation and positive stock selection worked in the Fund's favor. Positive stock selection in consumer staples and health care also helped, as did the overweight position in information technology — the market's best performing sector after energy. Stock selection in financials, information technology, and materials hurt performance relative to the benchmark. The largest individual contributors to relative performance were Marathon Oil, Microsoft, Hess, Hewlett Packard Enterprise, and General Electric; the largest detractors were AIG, Johnson Controls, Oracle, Vodafone, and Cummins.

HOTCHKIS & WILEY MID-CAP VALUE FUND

The Fund's Class I shares had a total return of 14.32% for the one year ended June 30, 2018 compared to the Russell Midcap^® Value Index return of 7.60%.

The Fund's Class I shares outperformed the Russell Midcap^® Value Index over the twelve-month period. Positive stock selection in industrials, utilities, and financials contributed to the outperformance, along with the overweight exposures to energy and information technology. Stock selection in health care and consumer discretionary detracted from performance, as did the lack of exposure to materials. The largest individual positive contributors were Whiting Petroleum, NRG Energy, Cairn Energy, Kohl's, and Navistar; the largest detractors were Office Depot, Ophir Energy, Goodyear Tire, Bed Bath & Beyond, and ARRIS International.

HOTCHKIS & WILEY SMALL CAP VALUE FUND

The Fund's Class I shares had a total return of 13.33% for the one year ended June 30, 2018 compared to the Russell 2000^® Value Index return of 13.10%.

Over the twelve-month period, the Fund's Class I shares outperformed the Russell 2000^® Value Index. The Fund was overweight energy, which was among the market's best performing sectors. The Fund's energy positions also outperformed the index's energy positions. This overweight and positive stock selection combined lead to the Fund's outperformance over the period. Positive stock selection in financials and the overweight position in industrials also helped. Stock selection in consumer discretionary and industrials detracted from performance, as did the underweight exposure to health care which was the index's top performer. The largest individual positive contributors to relative performance were Whiting Petroleum, TCF Financial, Matson, Oppenheimer Holdings, and PBF Energy; the largest detractors were Office Depot, WestJet Airlines, ARRIS International, Elah Holdings, and Tutor Perini.

HOTCHKIS & WILEY SMALL CAP DIVERSIFIED VALUE FUND

The Fund's Class I shares had a total return of 17.48% for the one year ended June 30, 2018 compared to the Russell 2000^® Value Index return of 13.10%.

The Fund's Class I shares outperformed the Russell 2000^® Value Index over the twelve-month period, largely due to positive stock selection. Stock selection was positive in 9 of the 11 GICS^® sectors over the course of the year. It was most positive in energy, financials, and industrials. The Fund was overweight stocks with a market cap of less than $1 billion, which outperformed the rest of the market and thus helped relative performance. The underweight position and stock selection in health care detracted from performance.

HOTCHKIS & WILEY GLOBAL VALUE FUND

The Fund's Class I shares had a total return of 9.59% for the one year ended June 30, 2018 compared to the Russell Developed Index return of 12.09%.

Over the twelve-month period, the Fund's Class I shares underperformed the Russell Developed Index. The Fund's value approach was a large headwind during the year as global growth stocks outperformed global value stocks by a wide margin. Large cap growth constituents in information technology and consumer discretionary led the market, and our absence in these position hurt relative performance. The overweight position in financials also detracted from returns. The overweight position and positive stock selection in energy helped relative performance in the year, along with positive stock selection in consumer staples. The largest individual detractors to relative performance were AIG, WestJet Airlines, Ophir Energy, Office Depot, and ARRIS International; the largest positive contributors were Whiting Petroleum, Hewlett Packard Enterprise, Royal Mail, Tesco, and Marathon Oil.

HOTCHKIS & WILEY INTERNATIONAL VALUE FUND

The Fund's Class I shares had a total return of 3.50% for the one year ended June 30, 2018 compared to the Russell Developed ex-U.S. Index return of 8.29%.

The Fund's Class I shares underperformed the Russell Developed ex-U.S. Index over the twelve-month period. International growth stocks outperformed international value stocks by a large magnitude, which presented a brisk headwind for our value approach compared to our core benchmark. The underweight allocation and stock selection in materials also detracted from performance, along with stock selection in information technology and consumer discretionary. Positive stock selection in consumer staples and the overweight positions in both information technology and energy helped relative performance. The largest individual detractors to relative performance were WestJet Airlines, Ophir Energy, ARRIS International, Societe Generale, and Draegerwerk; the largest positive contributors were Tesco, Royal Mail, Embraer, WorleyParsons, and Frank's International.

HOTCHKIS & WILEY VALUE OPPORTUNITIES FUND

The Fund's Class I shares had a total return of 12.11% for the one year ended June 30, 2018 compared to the S&P 500^® Index return of 14.37%.

Over the twelve-month period, the Fund's Class I shares underperformed the S&P 500^® Index. The Fund's value focus hurt performance relative to the core benchmark as a handful of large growth stocks that we did not own led the market. Accordingly, our positions in consumer discretionary and information technology lagged the S&P 500^® Index's performance in these sectors. The overweight exposure and stock selection in financials also detracted from performance. The overweight allocation and positive security selection in energy helped performance over the period. Positive security selection in consumer staples and health care were also meaningful positive contributors. The largest individual detractors to relative performance were AIG, WestJet Airlines, Office Depot, Oracle, and ARRIS International; the largest positive contributors were Whiting Petroleum, Hewlett Packard Enterprise, Royal Mail, GEO Group, and National Oilwell Varco.

HOTCHKIS & WILEY CAPITAL INCOME FUND

The Fund's Class I shares had a total return of 6.71% for the one year ended June 30, 2018, compared to the 50/50 blended benchmark of the S&P 500^® Index and the ICE BofAML U.S. Corporate, Government and Mortgage Index return of 6.86%.

The Fund underperformed the 50/50 blended benchmark over the twelve-month period. The Fund's average equity weight over the twelve-month period was 56% versus a long-term target of 50%. This helped performance as equities outperformed both investment grade and high yield bonds.

The equity portion of the Fund underperformed the S&P 500^® Index over the period. The primary reason for the underperformance was the significant outperformance of growth over value, which is not a conducive environment for our value centric process. We did not hold a handful of richly valued growth stocks in the consumer discretionary and information technology sectors that were significant drivers of the index's performance. Stock selection in financials and the underweight allocation to information technology hurt relative returns. Positive stock selection in consumer staples, industrials, and utilities helped relative performance. The overweight allocation to energy and underweight allocation to health care also helped. The largest individual detractors to relative performance were Energy XXI Gulf Coast,

WestJet Airlines, Office Depot, Ophir Energy, and AIG; the largest positive contributors were Whiting Petroleum, Royal Mail, Hewlett Packard Enterprise, Matson, and Kosmos Energy.

The fixed income portion of the Fund outperformed the ICE BofAML U.S. Corporate, Government and Mortgage Index as high yield bonds outperformed investment grade bonds over the period. The fixed income portion of the Fund also outperformed the ICE BofAML U.S. High Yield Index over the twelve-month period. Positive credit selection and the underweight in BB-rated credits both helped relative performance. Credit selection was strongest in basic industry, retail, and automotive. The overweight allocation to energy also helped. Credit selection in consumer goods detracted from performance.

HOTCHKIS & WILEY HIGH YIELD FUND

The Fund's Class I shares had a total return of 2.87% for the one year ended June 30, 2018 compared to the ICE BofAML BB-B U.S. High Yield Constrained Index return of 1.86%.

The Fund's Class I shares outperformed the ICE BofAML BB-B U.S. High Yield Constrained Index over the twelve-month period. The Fund's underweight to BB-rated securities and overweight to B-rated credits helped relative performance as the highest rated credits underperformed. Positive credit selection was the primary driver of outperformance, and was particularly strong in basic industry, retail, and banking. The overweight allocation to energy also helped. Credit selection and the overweight in consumer goods detracted from performance.

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

Noah Mayer
Fund Manager

Fund Information

ABOUT FUND PERFORMANCE

The Large Cap Value Fund, Mid-Cap Value Fund and High Yield Fund have five 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 and Capital Income Fund have four 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, the International Value Fund is not offering Class A or Class C shares to investors and the Funds are not offering Class T 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.

Class T shares incur a maximum initial sales charge of 2.50% and an annual distribution and service fee of 0.25%.

Class Z shares have no initial sales charge and bear no ongoing distribution and service fees under a 12b-1 plan. Class Z shares are offered only by the High Yield Fund and are available only to eligible investors (provided that no compensation, administrative payments, sub-transfer agency payments and service payments are required).

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 fund performance data 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 3000^® Index, an unmanaged index, is comprised of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

Russell 3000^® Value Index measures the performance of those Russell 3000^® 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.

Fund Information

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.

ICE BofAML 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.

ICE BofAML BB-B U.S. High Yield Constrained Index contains all securities in the ICE BofAML 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%.

ICE BofAML U.S. 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 June 30, 2018. 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 June 30, 2018. 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.

Investing in value stocks presents the risk that value stocks may fall out of favor with investors and underperform other asset types during a given period.

Each type of asset class or investment product has a different risk-return profile, 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.

Yield-to-Worst is the lowest possible yield from owning a bond considering all potential call dates prior to maturity.

Earnings Per Share (EPS) is the portion of a company's profit allocated to each shareholder. It is calculated based on Net Income Available for Common Shareholders divided by the Basic Weighted Average Shares Outstanding.

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

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

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

Investment grade indicates that a municipal or corporate bond has a relatively low risk of default.

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.

During the year ended June 30, 2018, the Value Opportunities Fund held futures contracts, which resulted in realized and unrealized gains, and purchased put options, which resulted in unrealized losses, and the Capital Income Fund and High Yield Fund held credit default swap contracts, which resulted in realized 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 June 30, 2018	1 Year			5 Years			10 Years			Since 8/30/04*
Class I
Average annual total return		9.81	%		11.08	%		9.59	%		7.39	%
Class A
Average annual total return (with sales charge)		3.81	%		9.62	%		8.73	%		6.71	%
Average annual total return (without sales charge)		9.57	%		10.82	%		9.32	%		7.12	%
Class C
Average annual total return (with CDSC)		7.77	%		9.99	%		8.53	%		6.34	%
Average annual total return (without CDSC)		8.77	%		9.99	%		8.53	%		6.34	%
S&P 500^® Index††
Average annual total return		14.37	%		13.42	%		10.17	%		9.01	%
Russell 1000^® Index††
Average annual total return		14.54	%		13.37	%		10.20	%		9.25	%
Russell 1000^® Value Index††
Average annual total return		6.77	%		10.34	%		8.49	%		7.94	%

† 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.

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

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

Fund Performance Data

LARGE CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2018	1 Year			5 Years			10 Years			Since 6/24/87*
Class I
Average annual total return		10.01	%		11.57	%		9.71	%		9.22	%
Class A
Average annual total return (with sales charge)		3.96	%		10.10	%		8.84	%		8.78	%
Average annual total return (without sales charge)		9.72	%		11.30	%		9.43	%		8.97	%
Class C
Average annual total return (with CDSC)		7.92	%		10.46	%		8.66	%		8.15	%
Average annual total return (without CDSC)		8.92	%		10.46	%		8.66	%		8.15	%
Class R
Average annual total return		9.47	%		11.02	%		9.17	%		8.69	%
S&P 500^® Index††
Average annual total return		14.37	%		13.42	%		10.17	%		9.75	%
Russell 1000^® Index††
Average annual total return		14.54	%		13.37	%		10.20	%		9.84	%
Russell 1000^® Value Index††
Average annual total return		6.77	%		10.34	%		8.49	%		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 June 30, 2018	1 Year			5 Years			10 Years			Since 1/2/97*
Class I
Average annual total return		14.32	%		9.26	%		12.50	%		12.29	%
Class A
Average annual total return (with sales charge)		8.05	%		7.81	%		11.61	%		11.73	%
Average annual total return (without sales charge)		14.05	%		8.98	%		12.22	%		12.01	%
Class C
Average annual total return (with CDSC)		12.20	%		8.17	%		11.45	%		11.21	%
Average annual total return (without CDSC)		13.20	%		8.17	%		11.45	%		11.21	%
Class R
Average annual total return		13.74	%		8.71	%		11.94	%		11.80	%
Russell Midcap^® Index††
Average annual total return		12.33	%		12.22	%		10.23	%		10.30	%
Russell Midcap^® Value Index††
Average annual total return		7.60	%		11.27	%		10.06	%		10.49	%

† 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 June 30, 2018	1 Year			5 Years			10 Years			Since 9/20/85*
Class I
Average annual total return		13.33	%		11.17	%		11.95	%		11.70	%
Class A
Average annual total return (with sales charge)		7.10	%		9.70	%		11.06	%		11.27	%
Average annual total return (without sales charge)		13.05	%		10.89	%		11.67	%		11.45	%
Class C
Average annual total return (with CDSC)		11.21	%		10.06	%		10.89	%		10.65	%
Average annual total return (without CDSC)		12.21	%		10.06	%		10.89	%		10.65	%
Russell 2000^® Index††
Average annual total return		17.57	%		12.46	%		10.60	%		10.12	%
Russell 2000^® Value Index††
Average annual total return		13.10	%		11.18	%		9.88	%		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 June 30, 2018	1 Year			Since 6/30/14*
Class I
Average annual total return		17.48	%		11.00	%
Class A
Average annual total return (with sales charge)		10.98	%		9.21	%
Average annual total return (without sales charge)		17.18	%		10.68	%
Russell 2000^® Index††
Average annual total return		17.57	%		9.83	%
Russell 2000^® Value Index††
Average annual total return		13.10	%		8.51	%

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 June 30, 2018	1 Year			5 Years			Since 12/31/12*
Class I
Average annual total return		9.59	%		9.46	%		11.35	%
Class A
Average annual total return (with sales charge)		3.61	%		8.03	%		10.01	%
Average annual total return (without sales charge)		9.36	%		9.20	%		11.09	%
Russell Developed Index††
Average annual total return		12.09	%		10.81	%		11.54	%

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 June 30, 2018	1 Year			Since 12/31/15*
Class I
Average annual total return		3.50	%		10.18	%
Russell Developed ex-U.S. Index††
Average annual total return		8.29	%		10.14	%

† 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 June 30, 2018	1 Year			5 Years			10 Years			Since 12/31/02*
Class I
Average annual total return		12.11	%		11.63	%		13.91	%		12.82	%
Class A
Average annual total return (with sales charge)		5.98	%		10.16	%		13.02	%		12.21	%
Average annual total return (without sales charge)		11.84	%		11.35	%		13.63	%		12.60	%
Class C
Average annual total return (with CDSC)		9.99	%		10.53	%		12.83	%		11.73	%
Average annual total return (without CDSC)		10.99	%		10.53	%		12.83	%		11.73	%
S&P 500^® Index††
Average annual total return		14.37	%		13.42	%		10.17	%		9.77	%

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 June 30, 2018	1 Year			5 Years			Since 12/31/10*
Class I
Average annual total return		6.71	%		8.64	%		10.02	%
Class A
Average annual total return (with sales charge)		1.28	%		7.30	%		9.43	%
Average annual total return (without sales charge)		6.34	%		8.36	%		10.14	%
S&P 500^® Index††
Average annual total return		14.37	%		13.42	%		13.18	%
ICE BofAML U.S. Corporate, Government and Mortgage Index††
Average annual total return		–0.40	%		2.34	%		2.81	%

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 June 30, 2018	1 Year			5 Years			Since 3/31/09*
Class I
Average annual total return		2.87	%		5.17	%		10.52	%
Class A
Average annual total return (with sales charge)		–1.13	%		4.12	%		9.72	%
Average annual total return (without sales charge)		2.68	%		4.92	%		10.17	%
Class C
Average annual total return (with CDSC)		0.76	%		4.13	%		9.41	%
Average annual total return (without CDSC)		1.76	%		4.13	%		9.41	%
Class Z
Average annual total return		2.93	%		5.27	%		10.63	%
ICE BofAML BB-B U.S. High Yield Constrained Index††
Average annual total return		1.85	%		5.33	%		10.30	%

Returns shown for Class A, Class C and Class Z 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 Class A and Class C shares and lower total annual operating expenses of Class Z shares. (Inception dates: Class A — 5/29/09; Class C — 12/31/12; Class Z — 3/29/18.)

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 — June 30, 2018

Hotchkis & Wiley Diversified Value Fund

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		4.93	%
Wells Fargo & Company		3.98	%
Citigroup, Inc.		3.85	%
Hewlett Packard Enterprise Company		3.83	%
Apache Corp.		3.49	%
Oracle Corp.		3.47	%
Marathon Oil Corp.		3.02	%
Microsoft Corp.		3.01	%
Hess Corp.		2.88	%
Discovery, Inc. - Class C		2.58	%

COMMON STOCKS — 99.60%	Shares Held		Value
*CONSUMER DISCRETIONARY — 13.62%* *Auto Components — 2.76%*
Adient PLC		19,174	$	943,169
The Goodyear Tire & Rubber Company		44,500		1,036,405
Magna International, Inc.		17,100		994,023
				2,973,597
*Automobiles — 3.13%*
General Motors Company		65,400		2,576,760
Harley-Davidson, Inc.		19,000		799,520
				3,376,280
*Media — 7.32%*
CBS Corp.		24,900		1,399,878
Comcast Corp.		68,400		2,244,204
Discovery, Inc. — Class A (a) (l)		15,500		426,250
Discovery, Inc. — Class C (a)		109,000		2,779,500
The Interpublic Group of Companies, Inc.		22,500		527,400
Omnicom Group, Inc.		6,600		503,382
				7,880,614
*Specialty Retail — 0.41%*
Bed Bath & Beyond, Inc.		22,300		444,328
TOTAL CONSUMER DISCRETIONARY				14,674,819
*CONSUMER STAPLES — 4.57%* *Beverages — 1.60%*
PepsiCo, Inc.		15,800		1,720,146
*Food Products — 1.94%*
Kellogg Company		8,300		579,921
Mondelez International, Inc.		36,900		1,512,900
				2,092,821
*Personal Products — 1.03%*
Unilever PLC — ADR		20,000		1,105,600
TOTAL CONSUMER STAPLES				4,918,567

	Shares Held		Value
*ENERGY — 15.12%* *Energy Equipment & Services — 1.37%*
National Oilwell Varco, Inc.		34,100	$	1,479,940
*Oil, Gas & Consumable Fuels — 13.75%*
Andeavor		6,000		787,080
Apache Corp.		80,500		3,763,375
Hess Corp.		46,400		3,103,696
Kosmos Energy Ltd. (a)		75,900		627,693
Marathon Oil Corp.		155,700		3,247,902
Murphy Oil Corp.		47,400		1,600,698
Royal Dutch Shell PLC — ADR		24,262		1,679,658
				14,810,102
TOTAL ENERGY				16,290,042
*FINANCIALS — 28.41%* *Banks — 13.33%*
Bank of America Corp.		84,622		2,385,494
CIT Group, Inc.		10,500		529,305
Citigroup, Inc.		61,974		4,147,300
Citizens Financial Group, Inc.		31,900		1,240,910
JPMorgan Chase & Company		17,000		1,771,400
Wells Fargo & Company		77,334		4,287,397
				14,361,806
*Capital Markets — 3.36%*
The Bank of New York Mellon Corp.		9,800		528,514
The Goldman Sachs Group, Inc.		7,300		1,610,161
Morgan Stanley		10,000		474,000
State Street Corp.		10,800		1,005,372
				3,618,047
*Consumer Finance — 4.41%*
Ally Financial, Inc.		30,100		790,727
Capital One Financial Corp.		25,500		2,343,450
Discover Financial Services		23,000		1,619,430
				4,753,607

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Diversified Value Fund

	Shares Held		Value
*Diversified Financial Services — 1.05%*
AXA Equitable Holdings, Inc. (a)		54,800	$	1,129,428
*Insurance — 6.26%*
American International Group, Inc.		100,200		5,312,604
The Travelers Companies, Inc.		11,700		1,431,378
				6,743,982
TOTAL FINANCIALS				30,606,870
*HEALTH CARE — 7.75%* *Biotechnology — 0.78%*
Biogen, Inc. (a)		2,900		841,696
*Health Care Equipment & Supplies — 2.54%*
Koninklijke Philips NV		14,066		594,570
Medtronic PLC		18,882		1,616,488
Zimmer Biomet Holdings, Inc.		4,700		523,768
				2,734,826
*Health Care Providers & Services — 1.53%*
Anthem, Inc.		6,900		1,642,407
*Pharmaceuticals — 2.90%*
GlaxoSmithKline PLC — ADR		42,500		1,713,175
Sanofi — ADR		35,300		1,412,353
				3,125,528
TOTAL HEALTH CARE				8,344,457
*INDUSTRIALS — 9.00%* *Aerospace & Defense — 0.38%*
Embraer SA — ADR		16,400		408,360
*Building Products — 2.24%*
Johnson Controls International PLC		72,147		2,413,317
*Electrical Equipment — 0.73%*
Eaton Corp. PLC		10,600		792,244
*Industrial Conglomerates — 1.84%*
General Electric Company		145,700		1,982,977
*Machinery — 3.81%*
CNH Industrial NV		171,400		1,804,842
Cummins, Inc.		13,200		1,755,600
PACCAR, Inc.		8,700		539,052
				4,099,494
TOTAL INDUSTRIALS				9,696,392
*INFORMATION TECHNOLOGY — 15.59%* *Communications Equipment — 2.17%*
Telefonaktiebolaget LM Ericsson — ADR		305,200		2,340,884
*Electronic Equipment, Instruments & Components — 2.60%*
Corning, Inc.		83,900		2,308,089
TE Connectivity Ltd.		5,500		495,330
				2,803,419

	Shares Held		Value
*IT Services — 0.51%*
Teradata Corp. (a)		13,500	$	542,025
*Software — 6.48%*
Microsoft Corp.		32,900		3,244,269
Oracle Corp.		84,800		3,736,288
				6,980,557
*Technology Hardware, Storage & Peripherals — 3.83%*
Hewlett Packard Enterprise Company		282,600		4,128,786
TOTAL INFORMATION TECHNOLOGY				16,795,671
*MATERIALS — 1.16%* *Containers & Packaging — 1.16%*
International Paper Company		23,900		1,244,712
TOTAL MATERIALS				1,244,712
*TELECOMMUNICATION SERVICES — 2.16%* *Wireless Telecommunication Services — 2.16%*
Vodafone Group PLC — ADR		95,663		2,325,568
TOTAL TELECOMMUNICATION SERVICES				2,325,568
*UTILITIES — 2.22%* *Electric Utilities — 2.22%*
PPL Corp.		41,400		1,181,970
The Southern Company		26,100		1,208,691
TOTAL UTILITIES				2,390,661
Total common stocks (Cost $119,726,468)				107,287,759
Total long-term investments (Cost $119,726,468)				107,287,759
COLLATERAL FOR SECURITIES ON LOAN — 0.39%
*Money Market Funds — 0.39%*
Invesco Government & Agency Portfolio — Institutional Class, 1.81%^		416,970		416,970
Total collateral for securities on loan (Cost $416,970)				416,970
Total investments — 99.99% (Cost $120,143,438)				107,704,729
Other assets in excess of liabilities — 0.01%				11,828
Net assets — 100.00%			$	107,716,557

(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 $408,688. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

ADR — American Depositary Receipt

^ — Rate shown is the 7-day yield as of June 30, 2018.

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Large Cap Value Fund

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		4.83	%
Wells Fargo & Company		4.26	%
Citigroup, Inc.		4.07	%
Hewlett Packard Enterprise Company		3.77	%
Oracle Corp.		3.65	%
Apache Corp.		3.26	%
Microsoft Corp.		2.97	%
Marathon Oil Corp.		2.92	%
Hess Corp.		2.74	%
Discovery, Inc. - Class C		2.62	%

COMMON STOCKS — 98.21%	Shares Held		Value
*CONSUMER DISCRETIONARY — 12.28%* *Auto Components — 2.17%*
Adient PLC		88,191	$	4,338,115
Magna International, Inc.		86,100		5,004,993
				9,343,108
*Automobiles — 3.13%*
General Motors Company		258,300		10,177,020
Harley-Davidson, Inc.		77,300		3,252,784
				13,429,804
*Media — 6.43%*
CBS Corp.		102,500		5,762,550
Comcast Corp.		271,300		8,901,353
Discovery, Inc. — Class A (a) (l)		61,500		1,691,250
Discovery, Inc. — Class C (a)		440,800		11,240,400
				27,595,553
*Specialty Retail — 0.55%*
Bed Bath & Beyond, Inc.		118,300		2,357,128
TOTAL CONSUMER DISCRETIONARY				52,725,593
*CONSUMER STAPLES — 4.14%* *Beverages — 1.69%*
PepsiCo, Inc.		66,400		7,228,968
*Food Products — 1.44%*
Mondelez International, Inc.		150,900		6,186,900
*Personal Products — 1.01%*
Unilever PLC — ADR		78,700		4,350,536
TOTAL CONSUMER STAPLES				17,766,404
*ENERGY — 15.06%* *Energy Equipment & Services — 1.32%*
National Oilwell Varco, Inc.		130,600		5,668,040

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 13.74%*
Andeavor		23,600	$	3,095,848
Apache Corp.		299,400		13,996,950
Hess Corp.		176,000		11,772,640
Marathon Oil Corp.		601,800		12,553,548
Murphy Oil Corp.		290,900		9,823,693
Royal Dutch Shell PLC — ADR		111,372		7,710,284
				58,952,963
TOTAL ENERGY				64,621,003
*FINANCIALS — 28.02%* *Banks — 13.53%*
Bank of America Corp.		333,749		9,408,384
Citigroup, Inc.		261,188		17,478,701
Citizens Financial Group, Inc.		104,000		4,045,600
JPMorgan Chase & Company		85,100		8,867,420
Wells Fargo & Company		329,563		18,270,973
				58,071,078
*Capital Markets — 3.15%*
The Goldman Sachs Group, Inc.		38,300		8,447,831
State Street Corp.		54,700		5,092,023
				13,539,854
*Consumer Finance — 4.10%*
Capital One Financial Corp.		111,900		10,283,610
Discover Financial Services		103,900		7,315,599
				17,599,209
*Diversified Financial Services — 0.97%*
AXA Equitable Holdings, Inc. (a)		201,700		4,157,037
*Insurance — 6.27%*
American International Group, Inc.		391,200		20,741,424
The Travelers Companies, Inc.		50,300		6,153,702
				26,895,126
TOTAL FINANCIALS				120,262,304

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Large Cap Value Fund

	Shares Held		Value
*HEALTH CARE — 7.79%* *Health Care Equipment & Supplies — 3.26%*
Koninklijke Philips NV		80,666	$	3,409,752
Medtronic PLC		77,900		6,669,019
Zimmer Biomet Holdings, Inc.		35,100		3,911,544
				13,990,315
*Health Care Providers & Services — 1.57%*
Anthem, Inc.		28,300		6,736,249
*Pharmaceuticals — 2.96%*
GlaxoSmithKline PLC — ADR		180,200		7,263,862
Sanofi — ADR		136,100		5,445,361
				12,709,223
TOTAL HEALTH CARE				33,435,787
*INDUSTRIALS — 8.71%* *Aerospace & Defense — 0.51%*
Embraer SA — ADR		88,500		2,203,650
*Building Products — 2.43%*
Johnson Controls International PLC		311,319		10,413,620
*Industrial Conglomerates — 1.72%*
General Electric Company		543,000		7,390,230
*Machinery — 4.05%*
CNH Industrial NV (l)		676,900		7,127,757
Cummins, Inc.		61,200		8,139,600
PACCAR, Inc.		34,300		2,125,228
				17,392,585
TOTAL INDUSTRIALS				37,400,085
*INFORMATION TECHNOLOGY — 16.53%* *Communications Equipment — 3.99%*
ARRIS International PLC (a)		265,900		6,499,925
Telefonaktiebolaget LM Ericsson — ADR		1,384,900		10,622,183
				17,122,108
*Electronic Equipment, Instruments & Components — 2.15%*
Corning, Inc.		335,400		9,226,854
*Software — 6.62%*
Microsoft Corp.		129,200		12,740,412
Oracle Corp.		356,000		15,685,360
				28,425,772
*Technology Hardware, Storage & Peripherals — 3.77%*
Hewlett Packard Enterprise Company		1,106,400		16,164,504
TOTAL INFORMATION TECHNOLOGY				70,939,238

	Shares Held		Value
*MATERIALS — 1.58%* *Containers & Packaging — 1.58%*
International Paper Company		130,500	$	6,796,440
TOTAL MATERIALS				6,796,440
*TELECOMMUNICATION SERVICES — 2.49%* *Wireless Telecommunication Services — 2.49%*
Vodafone Group PLC — ADR		439,544		10,685,315
TOTAL TELECOMMUNICATION SERVICES				10,685,315
*UTILITIES — 1.61%* *Electric Utilities — 1.61%*
PPL Corp.		160,400		4,579,420
The Southern Company		50,700		2,347,917
TOTAL UTILITIES				6,927,337
Total common stocks (Cost $449,028,457)				421,559,506
Total long-term investments (Cost $449,028,457)				421,559,506
COLLATERAL FOR SECURITIES ON LOAN — 0.39%
*Money Market Funds — 0.39%*
Invesco Government & Agency Portfolio — Institutional Class, 1.81%^		1,663,360		1,663,360
Total collateral for securities on loan (Cost $1,663,360)				1,663,360
SHORT-TERM INVESTMENTS — 1.64%	Principal Amount
*Time Deposits — 1.64%*
Banco Santander SA, 1.27%, 07/02/2018*	$	7,045,829		7,045,829
Total short-term investments (Cost $7,045,829)				7,045,829
Total investments — 100.24% (Cost $457,737,646)				430,268,695
Liabilities in excess of other assets — (0.24)%				(1,014,433	)
Net assets — 100.00%			$	429,254,262

(a) — Non-income producing security.

(l) — All or a portion of this security is on loan. The total market value of securities on loan was $1,628,643. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

ADR — American Depositary Receipt

^ — Rate shown is the 7-day yield as of June 30, 2018.

* — 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 — June 30, 2018

Hotchkis & Wiley Mid-Cap Value Fund

Largest Equity Holdings	Percent of net assets
Popular, Inc.		5.13	%
Whiting Petroleum Corp.		5.08	%
Hewlett Packard Enterprise Company		4.24	%
ARRIS International PLC		4.05	%
Telefonaktiebolaget LM Ericsson		3.47	%
Cairn Energy PLC		3.37	%
Kosmos Energy Ltd.		3.29	%
Discovery, Inc. - Class C		3.12	%
CIT Group, Inc.		3.06	%
Citizens Financial Group, Inc.		2.91	%

COMMON STOCKS — 98.62%	Shares Held		Value
*CONSUMER DISCRETIONARY — 17.08%* *Auto Components — 4.83%*
Adient PLC		302,800	$	14,894,732
The Goodyear Tire & Rubber Company		2,164,700		50,415,863
Magna International, Inc.		442,200		25,705,086
				91,015,681
*Household Durables — 2.42%*
TRI Pointe Group, Inc. (a)		2,795,700		45,737,652
*Media — 5.22%*
CBS Corp.		187,300		10,530,006
Discovery, Inc. — Class A (a) (l)		403,700		11,101,750
Discovery, Inc. — Class C (a)		2,309,400		58,889,700
News Corp.		1,150,500		17,832,750
				98,354,206
*Multiline Retail — 0.48%*
Kohl's Corp.		124,100		9,046,890
*Specialty Retail — 4.13%*
Bed Bath & Beyond, Inc.		1,750,800		34,884,690
Office Depot, Inc.		16,862,500		42,999,375
				77,884,065
TOTAL CONSUMER DISCRETIONARY				322,038,494
*CONSUMER STAPLES — 1.56%* *Food Products — 1.56%*
Bunge Ltd.		421,900		29,410,649
TOTAL CONSUMER STAPLES				29,410,649
*ENERGY — 23.37%* *Energy Equipment & Services — 6.87%*
C&J Energy Services, Inc. (a)		1,382,400		32,624,640
Frank's International NV (a)		1,463,800		11,417,640
McDermott International, Inc. (a)		761,033		14,954,305
Superior Energy Services, Inc. (a)		3,232,600		31,485,524
Weatherford International PLC (a) (l)		11,876,300		39,073,027
				129,555,136

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 16.50%*
Apache Corp.		230,400	$	10,771,200
Cairn Energy PLC (a) (v)		19,353,700		63,549,008
Hess Corp.		77,300		5,170,597
Kosmos Energy Ltd. (a)		7,503,400		62,053,118
Marathon Oil Corp.		222,200		4,635,092
Murphy Oil Corp.		595,800		20,120,166
Ophir Energy PLC (a) (o)		56,578,900		37,708,315
Sanchez Energy Corp. (a) (l)		2,483,700		11,226,324
Whiting Petroleum Corp. (a)		1,817,425		95,814,646
				311,048,466
TOTAL ENERGY				440,603,602
*FINANCIALS — 21.18%* *Banks — 11.32%*
CIT Group, Inc.		1,144,224		57,680,332
Citizens Financial Group, Inc.		1,410,300		54,860,670
Fifth Third Bancorp		142,700		4,095,490
Popular, Inc.		2,140,500		96,772,005
				213,408,497
*Consumer Finance — 5.64%*
Ally Financial, Inc.		977,700		25,684,179
Discover Financial Services		315,300		22,200,273
Santander Consumer USA Holdings, Inc.		1,092,200		20,850,098
SLM Corp. (a)		1,243,600		14,239,220
Synchrony Financial		702,000		23,432,760
				106,406,530
*Diversified Financial Services — 1.04%*
AXA Equitable Holdings, Inc. (a)		951,900		19,618,659

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Mid-Cap Value Fund

	Shares Held		Value
*Insurance — 3.18%*
Alleghany Corp.		16,800	$	9,659,496
CNO Financial Group, Inc.		1,863,600		35,482,944
Enstar Group Ltd. (a)		71,100		14,739,030
				59,881,470
TOTAL FINANCIALS				399,315,156
*HEALTH CARE — 2.23%* *Health Care Equipment & Supplies — 0.48%*
Zimmer Biomet Holdings, Inc.		80,600		8,982,064
*Health Care Providers & Services — 0.21%*
LifePoint Health, Inc. (a)		82,100		4,006,480
*Pharmaceuticals — 1.54%*
Mallinckrodt PLC (a) (l)		1,555,400		29,023,764
TOTAL HEALTH CARE				42,012,308
*INDUSTRIALS — 10.66%* *Aerospace & Defense — 1.58%*
Embraer SA — ADR		1,196,800		29,800,320
*Air Freight & Logistics — 1.42%*
Royal Mail PLC (v)		4,023,100		26,765,349
*Construction & Engineering — 1.88%*
Fluor Corp.		208,300		10,160,874
KBR, Inc.		1,408,800		25,245,696
				35,406,570
*Machinery — 3.78%*
Allison Transmission Holdings, Inc.		231,500		9,373,435
Cummins, Inc.		134,000		17,822,000
Navistar International Corp. (a)		1,082,200		44,067,184
				71,262,619
*Road & Rail — 2.00%*
AMERCO		79,600		28,349,540
Avis Budget Group, Inc. (a)		287,400		9,340,500
				37,690,040
TOTAL INDUSTRIALS				200,924,898
*INFORMATION TECHNOLOGY — 16.24%* *Communications Equipment — 7.52%*
ARRIS International PLC (a)		3,118,600		76,234,177
Telefonaktiebolaget LM Ericsson — ADR		8,537,900		65,485,693
				141,719,870
*Electronic Equipment, Instruments & Components — 4.01%*
Avnet, Inc.		983,000		42,160,870
Corning, Inc.		1,215,500		33,438,405
				75,599,275
*IT Services — 0.47%*
Teradata Corp. (a)		222,300		8,925,345
*Technology Hardware, Storage & Peripherals — 4.24%*
Hewlett Packard Enterprise Company		5,465,100		79,845,111
TOTAL INFORMATION TECHNOLOGY				306,089,601

	Shares Held		Value
*REAL ESTATE — 3.34%* *Equity Real Estate Investment Trusts — 3.34%*
Colony Capital, Inc.		1,671,900	$	10,432,656
The GEO Group, Inc.		1,910,050		52,602,777
TOTAL REAL ESTATE				63,035,433
*UTILITIES — 2.96%* *Electric Utilities — 0.70%*
PPL Corp.		463,100		13,221,505
*Independent Power and Renewable Electricity* *Producers — 2.26%*
NRG Energy, Inc.		1,385,500		42,534,850
TOTAL UTILITIES				55,756,355
Total common stocks (Cost $1,706,355,486)				1,859,186,496
Total long-term investments (Cost $1,706,355,486)				1,859,186,496
COLLATERAL FOR SECURITIES ON LOAN — 1.55%
*Money Market Funds — 1.55%*
Invesco Government & Agency Portfolio — Institutional Class, 1.81%^		29,260,359		29,260,359
Total collateral for securities on loan (Cost $29,260,359)				29,260,359
SHORT-TERM INVESTMENTS — 1.95%	Principal Amount
*Time Deposits — 1.95%*
Banco Santander SA, 1.27%, 07/02/2018*	$	9,146,249		9,146,249
Barclays PLC, 1.27%, 07/02/2018*		27,551,600		27,551,600
Brown Brothers Harriman & Co., 0.23%, 07/02/2018*	GBP	68		89
Total short-term investments (Cost $36,697,938)				36,697,938
Total investments — 102.12% (Cost $1,772,313,783)				1,925,144,793
Liabilities in excess of other assets — (2.12)%				(39,999,031	)
Net assets — 100.00%			$	1,885,145,762

(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 $28,571,388. 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 $90,314,357, which represented 4.79% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

GBP — British Pound

^ — Rate shown is the 7-day yield as of June 30, 2018.

* — 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 — June 30, 2018

Hotchkis & Wiley Small Cap Value Fund

Largest Equity Holdings	Percent of net assets
Whiting Petroleum Corp.		6.48	%
Seritage Growth Properties		5.09	%
ARRIS International PLC		4.57	%
Enstar Group Ltd.		4.43	%
Matson, Inc.		3.73	%
Frank's International NV		3.32	%
Popular, Inc.		3.26	%
WestJet Airlines Ltd.		3.23	%
First Hawaiian, Inc.		3.19	%
Masonite International Corp.		3.17	%

COMMON STOCKS — 98.22%	Shares Held		Value
*CONSUMER DISCRETIONARY — 8.65%* *Household Durables — 1.79%*
TRI Pointe Group, Inc. (a)		874,600	$	14,308,456
*Media — 1.44%*
MDC Partners, Inc. (a)		2,506,900		11,531,740
*Specialty Retail — 5.42%*
Bed Bath & Beyond, Inc.		169,100		3,369,317
Group 1 Automotive, Inc.		64,600		4,069,800
Office Depot, Inc.		6,470,800		16,500,540
Sonic Automotive, Inc.		942,200		19,409,320
				43,348,977
TOTAL CONSUMER DISCRETIONARY				69,189,173
*ENERGY — 16.65%* *Energy Equipment & Services — 6.87%*
C&J Energy Services, Inc. (a)		527,200		12,441,920
Frank's International NV (a)		3,404,500		26,555,100
Key Energy Services, Inc. (a)		250,300		4,064,872
McDermott International, Inc. (a)		153,000		3,006,450
Nine Energy Service, Inc. (a)		211,400		7,001,568
Quintana Energy Services, Inc. (a) (l)		223,800		1,895,586
				54,965,496
*Oil, Gas & Consumable Fuels — 9.78%*
Cairn Energy PLC (a) (v)		721,100		2,367,774
Kosmos Energy Ltd. (a)		1,766,500		14,608,955
PBF Energy, Inc.		145,300		6,092,429
Rockhopper Exploration PLC (a)		4,963,300		2,685,627
Talos Energy, Inc. (a)		19,800		636,174
Whiting Petroleum Corp. (a)		982,725		51,809,262
				78,200,221
TOTAL ENERGY				133,165,717

	Shares Held		Value
*FINANCIALS — 27.33%* *Banks — 14.14%*
Associated Banc-Corp		361,100	$	9,858,030
The Bank of NT Butterfield & Son Ltd.		397,300		18,164,556
First BanCorp (a)		1,027,200		7,858,080
First Hawaiian, Inc.		879,800		25,531,796
First Horizon National Corp.		926,431		16,527,529
Investors Bancorp, Inc.		253,300		3,239,707
Popular, Inc.		577,100		26,090,691
TCF Financial Corp.		238,500		5,871,870
				113,142,259
*Capital Markets — 1.40%*
BrightSphere Investment Group PLC		513,500		7,322,510
Oppenheimer Holdings, Inc.		139,000		3,892,000
				11,214,510
*Consumer Finance — 1.34%*
SLM Corp. (a)		937,100		10,729,795
*Insurance — 10.09%*
CNO Financial Group, Inc.		799,700		15,226,288
Enstar Group Ltd. (a)		171,079		35,464,677
Global Indemnity Ltd.		374,736		14,607,209
Horace Mann Educators Corp.		345,400		15,404,840
				80,703,014
*Thrifts & Mortgage Finance — 0.36%*
Luther Burbank Corp.		246,700		2,838,284
TOTAL FINANCIALS				218,627,862
*HEALTH CARE — 3.92%* *Health Care Equipment & Supplies — 0.63%*
Invacare Corp.		272,000		5,059,200

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Small Cap Value Fund

	Shares Held		Value
*Health Care Providers & Services — 3.29%*
Hanger, Inc. (a)		1,373,800	$	23,299,648
LifePoint Health, Inc. (a)		61,800		3,015,840
				26,315,488
TOTAL HEALTH CARE				31,374,688
*INDUSTRIALS — 22.06%* *Aerospace & Defense — 2.37%*
Embraer SA — ADR		760,600		18,938,940
*Airlines — 3.23%*
WestJet Airlines Ltd.		1,871,700		25,812,133
*Building Products — 3.55%*
Armstrong Flooring, Inc. (a)		220,700		3,098,628
Masonite International Corp. (a)		352,800		25,348,680
				28,447,308
*Commercial Services & Supplies — 1.56%*
LSC Communications, Inc.		796,000		12,465,360
*Construction & Engineering — 3.96%*
KBR, Inc.		1,310,800		23,489,536
Tutor Perini Corp. (a)		446,200		8,232,390
				31,721,926
*Machinery — 2.18%*
EnPro Industries, Inc.		42,400		2,965,880
Miller Industries, Inc.		383,300		9,793,315
Navistar International Corp. (a)		114,200		4,650,224
				17,409,419
*Marine — 3.73%*
Matson, Inc.		777,600		29,844,288
*Professional Services — 0.44%*
Hudson Global, Inc. (a) (o)		2,187,600		3,543,912
*Trading Companies & Distributors — 1.04%*
Rush Enterprises, Inc. (a)		191,900		8,324,622
TOTAL INDUSTRIALS				176,507,908
*INFORMATION TECHNOLOGY — 6.07%* *Communications Equipment — 4.57%*
ARRIS International PLC (a)		1,495,700		36,562,387
*Semiconductors & Semiconductor Equipment — 1.50%*
Diodes, Inc. (a)		348,100		11,999,007
TOTAL INFORMATION TECHNOLOGY				48,561,394
*MATERIALS — 0.11%* *Metals & Mining — 0.11%*
Elah Holdings, Inc. (a) (i)		11,539		865,425
Noranda Aluminum Holding Corp. (a) (o)		800,300		24,569
TOTAL MATERIALS				889,994

	Shares Held		Value
*REAL ESTATE — 9.81%* *Equity Real Estate Investment Trusts — 9.81%*
The GEO Group, Inc.		840,244	$	23,140,320
Granite Real Estate Investment Trust (l)		335,600		13,682,412
New York REIT, Inc. (a) (l)		50,240		916,377
Seritage Growth Properties (l)		959,700		40,720,071
TOTAL REAL ESTATE				78,459,180
*UTILITIES — 3.62%* *Electric Utilities — 3.62%*
Evergy, Inc.		279,492		15,693,476
Portland General Electric Company		310,500		13,276,980
TOTAL UTILITIES				28,970,456
Total common stocks (Cost $682,868,982)				785,746,372
Total long-term investments (Cost $682,868,982)				785,746,372
COLLATERAL FOR SECURITIES ON LOAN — 4.05%
*Money Market Funds — 4.05%*
Invesco Government & Agency Portfolio — Institutional Class, 1.81%^		32,363,992		32,363,992
Total collateral for securities on loan (Cost $32,363,992)				32,363,992
SHORT-TERM INVESTMENTS — 2.08%	Principal Amount
*Time Deposits — 2.08%*
Brown Brothers Harriman & Co., 0.51%, 07/03/2018*	CAD	185,986		141,472
Citigroup, Inc., 1.27%, 07/02/2018*	$	16,472,612		16,472,612	��
Total short-term investments (Cost $16,614,084)				16,614,084
Total investments — 104.35% (Cost $731,847,058)				834,724,448
Liabilities in excess of other assets — (4.35)%				(34,778,396	)
Net assets — 100.00%			$	799,946,052

(a) — Non-income producing security.

(i) — Illiquid security.

(l) — All or a portion of this security is on loan. The total market value of securities on loan was $31,681,036. 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 $2,367,774, which represented 0.30% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

CAD — Canadian Dollar

^ — Rate shown is the 7-day yield as of June 30, 2018.

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

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Small Cap Diversified Value Fund

Largest Equity Holdings	Percent of net assets
The Greenbrier Companies, Inc.		0.45	%
Ultra Petroleum Corp.		0.45	%
Gulfport Energy Corp.		0.43	%
Frank's International NV		0.43	%
Kosmos Energy Ltd.		0.43	%
Smart Sand, Inc.		0.43	%
MSG Networks, Inc.		0.42	%
Bed Bath & Beyond, Inc.		0.42	%
Luxoft Holding, Inc.		0.42	%
Oceaneering International, Inc.		0.42	%

COMMON STOCKS — 97.52%	Shares Held		Value
*CONSUMER DISCRETIONARY — 18.19%* *Auto Components — 3.18%*
Cooper Tire & Rubber Company		6,339	$	166,716
Cooper-Standard Holdings, Inc. (a)		965		126,097
Dana, Inc.		4,276		86,332
Gentherm, Inc. (a)		2,212		86,932
Horizon Global Corp. (a)		30,103		179,413
Modine Manufacturing Company (a)		2,262		41,282
Motorcar Parts of America, Inc. (a)		6,791		127,060
Standard Motor Products, Inc.		844		40,799
Stoneridge, Inc. (a)		1,234		43,363
Superior Industries International, Inc.		7,087		126,857
Tenneco, Inc.		3,918		172,234
Tower International, Inc.		5,312		168,922
				1,366,007
*Diversified Consumer Services — 0.59%*
Capella Education Company		1,726		170,356
Graham Holdings Company		71		41,613
Strayer Education, Inc.		376		42,492
				254,461
*Hotels, Restaurants & Leisure — 2.00%*
Bluegreen Vacations Corp.		5,584		132,899
Bojangles', Inc. (a)		8,552		123,149
Brinker International, Inc.		837		39,841
Carrols Restaurant Group, Inc. (a)		6,090		90,437
The Cheesecake Factory, Inc.		1,554		85,563
El Pollo Loco Holdings, Inc. (a)		15,136		172,550
Eldorado Resorts, Inc. (a)		1,087		42,502
Hilton Grand Vacations, Inc. (a)		2,521		87,479
International Speedway Corp.		961		42,957
Ruth's Hospitality Group, Inc.		1,484		41,626
				859,003

	Shares Held		Value
*Household Durables — 4.55%*
Century Communities, Inc. (a)		5,595	$	176,522
CSS Industries, Inc.		5,003		84,551
Ethan Allen Interiors, Inc.		3,482		85,309
Flexsteel Industries, Inc.		2,157		86,064
Green Brick Partners, Inc. (a)		4,655		45,619
Hooker Furniture Corp.		2,727		127,896
iRobot Corp. (a)		568		43,037
La-Z-Boy, Inc.		2,827		86,506
LGI Homes, Inc. (a)		1,509		87,115
M/I Homes, Inc. (a)		4,932		130,599
Meritage Homes Corp. (a)		4,048		177,910
Taylor Morrison Home Corp. (a)		8,630		179,330
Tempur Sealy International, Inc. (a)		847		40,698
TRI Pointe Group, Inc. (a)		10,677		174,676
Tupperware Brands Corp.		4,186		172,631
William Lyon Homes (a)		7,558		175,346
ZAGG, Inc. (a)		4,772		82,556
				1,956,365
*Internet & Catalog Retail — 0.22%*
Duluth Holdings, Inc. (a)		3,892		92,591
*Leisure Products — 0.68%*
Nautilus, Inc. (a)		10,735		168,540
Sturm, Ruger & Company, Inc.		2,197		123,032
				291,572
*Media — 2.59%*
Entercom Communications Corp.		11,206		84,605
Entravision Communications Corp.		34,497		172,485
Gray Television, Inc. (a)		2,951		46,626
The Marcus Corp.		2,566		83,395
MDC Partners, Inc. (a)		35,444		163,042
Meredith Corp.		3,334		170,034

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
MSG Networks, Inc. (a)		7,611	$	182,284
Nexstar Media Group, Inc.		1,121		82,281
Scholastic Corp.		1,954		86,582
TEGNA, Inc.		3,760		40,796
				1,112,130
*Multiline Retail — 0.39%*
Big Lots, Inc.		4,067		169,919
*Specialty Retail — 3.79%*
Asbury Automotive Group, Inc. (a)		1,842		126,269
Bed Bath & Beyond, Inc.		9,117		181,656
Francesca's Holdings Corp. (a)		22,547		170,230
GameStop Corp.		8,632		125,768
Group 1 Automotive, Inc.		2,646		166,698
Haverty Furniture Companies, Inc.		1,914		41,342
Hibbett Sports, Inc. (a)		3,607		82,600
Lithia Motors, Inc.		1,766		167,011
Murphy USA, Inc. (a)		1,733		128,745
Office Depot, Inc.		64,545		164,590
Sonic Automotive, Inc.		7,810		160,886
Sportsman's Warehouse Holdings, Inc. (a)		22,122		113,265
				1,629,060
*Textiles, Apparel & Luxury Goods — 0.20%*
Movado Group, Inc.		1,755		84,767
TOTAL CONSUMER DISCRETIONARY				7,815,875
*CONSUMER STAPLES — 1.68%* *Food & Staples Retailing — 0.48%*
United Natural Foods, Inc. (a)		2,965		126,487
Village Super Market, Inc.		2,778		81,840
				208,327
*Food Products — 0.89%*
B&G Foods, Inc.		3,994		119,421
Dean Foods Company		8,216		86,350
Fresh Del Monte Produce, Inc.		948		42,233
Sanderson Farms, Inc.		1,254		131,858
				379,862
*Personal Products — 0.31%*
Natural Health Trends Corp.		5,369		134,332
TOTAL CONSUMER STAPLES				722,521

	Shares Held		Value
*ENERGY — 9.86%* *Energy Equipment & Services — 2.95%*
C&J Energy Services, Inc. (a)		7,415	$	174,994
Diamond Offshore Drilling, Inc. (a)		4,618		96,331
Dril-Quip, Inc. (a)		3,445		177,073
Ensco PLC		6,590		47,843
Frank's International NV (a)		23,839		185,945
Matrix Service Company (a)		6,832		125,367
Oceaneering International, Inc. (a)		7,088		180,460
Rowan Companies PLC (a)		5,892		95,568
Smart Sand, Inc. (a)		34,415		182,744
				1,266,325
*Oil, Gas & Consumable Fuels — 6.91%*
California Resources Corp. (a)		2,111		95,924
Callon Petroleum Company (a)		15,768		169,348
CNX Midstream Partners LP		4,466		86,596
Contango Oil & Gas Company (a)		15,602		88,619
CVR Refining LP		1,892		42,286
Denbury Resources, Inc. (a)		19,071		91,732
Earthstone Energy, Inc. (a)		15,169		134,246
EP Energy Corp. (a)		13,532		40,596
Gulfport Energy Corp. (a)		14,825		186,350
Kosmos Energy Ltd. (a)		22,474		185,860
Nordic American Tankers Ltd.		49,245		131,977
PBF Logistics LP		6,096		128,016
QEP Resources, Inc. (a)		14,601		179,008
Range Resources Corp.		10,357		173,273
Renewable Energy Group, Inc. (a)		9,653		172,306
REX American Resources Corp. (a)		2,136		172,952
Rice Midstream Partners LP		10,205		173,689
SM Energy Company		6,844		175,822
Southwestern Energy Company (a)		32,605		172,807
Ultra Petroleum Corp. (a)		83,274		192,362
World Fuel Services Corp.		8,548		174,465
				2,968,234
TOTAL ENERGY				4,234,559

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*FINANCIALS — 26.47%* *Banks — 10.71%*
1st Source Corp.		752	$	40,179
Access National Corp.		2,807		80,280
American National Bankshares, Inc.		1,034		41,360
Arrow Financial Corp.		1,128		41,059
Bank of Marin Bancorp		1,526		123,377
The Bank of NT Butterfield & Son Ltd.		3,622		165,598
Bar Harbor Bankshares		2,764		83,722
Bridge Bancorp, Inc.		1,140		40,983
Brookline Bancorp, Inc.		2,209		41,087
Camden National Corp.		911		41,642
Carolina Financial Corp.		972		41,718
Cathay General Bancorp		2,099		84,989
City Holding Company		543		40,850
Community Trust Bancorp, Inc.		2,548		127,273
Customers Bancorp, Inc. (a)		2,829		80,287
Fidelity Southern Corp.		6,632		168,519
Financial Institutions, Inc.		5,175		170,258
First BanCorp (a)		21,967		168,048
First Business Financial Services, Inc.		1,605		41,730
First Financial Corp.		929		42,130
First Hawaiian, Inc.		5,870		170,347
First Internet Bancorp		3,795		129,410
First Mid-Illinois Bancshares, Inc.		1,040		40,872
Flushing Financial Corp.		6,481		169,154
Franklin Financial Network, Inc. (a)		4,436		166,794
Great Western Bancorp, Inc.		962		40,394
Hanmi Financial Corp.		5,908		167,492
Hilltop Holdings, Inc.		7,622		168,218
HomeTrust Bancshares, Inc. (a)		1,449		40,789
Hope Bancorp, Inc.		9,577		170,757
Howard Bancorp, Inc. (a)		2,200		39,600
International Bancshares Corp.		2,976		127,373
Investors Bancorp, Inc.		13,107		167,639
Live Oak Bancshares, Inc.		2,781		85,238
Midland States Bancorp, Inc.		4,982		170,683
MidSouth Bancorp, Inc.		3,061		40,558
MidWestOne Financial Group, Inc.		1,250		42,225
National Bankshares, Inc.		872		40,461
Northrim BanCorp, Inc.		2,113		83,569
OFG Bancorp		2,934		41,223
Old National Bancorp		2,244		41,738
Orrstown Financial Services, Inc.		1,576		40,976
Peapack Gladstone Financial Corp.		2,472		85,506

	Shares Held		Value
RBB Bancorp		2,571	$	82,581
Republic Bancorp, Inc.		910		41,223
Sandy Spring Bancorp, Inc.		1,002		41,092
Southern National Bancorp of Virginia, Inc.		7,273		129,750
State Bank Financial Corp.		1,228		41,015
TriCo Bancshares		2,152		80,592
Trustmark Corp.		5,220		170,329
West Bancorporation, Inc.		1,615		40,617
Westamerica Bancorporation		704		39,783
				4,603,087
*Capital Markets — 4.18%*
AllianceBernstein Holding LP		6,002		171,357
BrightSphere Investment Group PLC		11,627		165,801
Donnelley Financial Solutions, Inc. (a)		9,832		170,782
Ellington Financial LLC		10,750		167,808
Federated Investors, Inc.		7,469		174,176
GAMCO Investors, Inc.		1,593		42,629
Greenhill & Company, Inc.		5,953		169,065
Legg Mason, Inc.		4,901		170,212
Och-Ziff Capital Management Group LLC		44,083		85,080
Oppenheimer Holdings, Inc.		6,098		170,744
Victory Capital Holdings, Inc. (a)		12,777		135,181
Waddell & Reed Financial, Inc.		9,487		170,481
				1,793,316
*Consumer Finance — 0.40%*
Navient Corp.		13,275		172,973
*Diversified Financial Services — 0.79%*
Compass Diversified Holdings		9,778		169,159
FGL Holdings (a)		20,035		168,094
				337,253
*Insurance — 4.77%*
Ambac Financial Group, Inc. (a)		4,237		84,104
American Equity Investment Life Holding Company		2,384		85,824
Argo Group International Holdings Ltd.		2,184		127,000
Aspen Insurance Holdings Ltd.		4,213		171,469
CNO Financial Group, Inc.		9,166		174,520
EMC Insurance Group, Inc.		1,498		41,614
Employers Holdings, Inc.		2,068		83,134
Enstar Group Ltd. (a)		830		172,059
Global Indemnity Ltd.		2,042		79,597
Horace Mann Educators Corp.		3,839		171,219
MBIA, Inc. (a)		14,788		133,684
National Western Life Group, Inc.		556		170,837
The Navigators Group, Inc.		1,465		83,505

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
ProAssurance Corp.		3,647	$	129,286
Stewart Information Services Corp.		2,974		128,090
Third Point Reinsurance Ltd. (a)		10,181		127,263
White Mountains Insurance Group Ltd.		95		86,128
				2,049,333
*Mortgage Real Estate Investment Trusts — 1.70%*
Ares Commercial Real Estate Corp.		12,440		171,796
Colony Credit Real Estate, Inc.		8,642		179,150
Exantas Capital Corp.		12,438		126,619
Great Ajax Corp.		3,215		42,052
Owens Realty Mortgage, Inc.		2,452		40,899
PennyMac Mortgage Investment Trust		8,853		168,118
				728,634
*Thrifts & Mortgage Finance — 3.92%*
Capitol Federal Financial, Inc.		12,968		170,659
Dime Community Bancshares, Inc.		8,682		169,299
HomeStreet, Inc. (a)		6,063		163,398
Luther Burbank Corp.		3,439		39,566
Merchants Bancorp		6,206		177,056
Northfield Bancorp, Inc.		10,218		169,823
Oritani Financial Corp.		10,398		168,448
PCSB Financial Corp.		4,154		82,540
Southern Missouri Bancorp, Inc.		1,068		41,673
Sterling Bancorp, Inc.		6,196		82,779
Territorial Bancorp, Inc.		1,345		41,695
TrustCo Bank Corp.		14,293		127,208
Washington Federal, Inc.		5,103		166,868
Waterstone Financial, Inc.		4,958		84,534
				1,685,546
TOTAL FINANCIALS				11,370,142
*HEALTH CARE — 2.98%*
*Biotechnology — 0.19%*
Emergent BioSolutions, Inc. (a)		1,642		82,905
*Health Care Equipment & Supplies — 1.10%*
Anika Therapeutics, Inc. (a)		2,821		90,272
Invacare Corp.		9,122		169,669
Meridian Bioscience, Inc.		8,018		127,486
Varex Imaging Corp. (a)		2,331		86,457
				473,884

	Shares Held		Value
*Health Care Providers & Services — 1.69%*
AMN Healthcare Services, Inc. (a)		711	$	41,665
LifePoint Health, Inc. (a)		3,512		171,386
Magellan Health, Inc. (a)		1,783		171,079
National HealthCare Corp.		2,441		171,797
Owens & Minor, Inc.		2,419		40,421
Tivity Health, Inc. (a)		3,651		128,515
				724,863
TOTAL HEALTH CARE				1,281,652
*INDUSTRIALS — 17.71%* *Aerospace & Defense — 1.10%*
Astronics Corp. (a)		2,375		85,429
Esterline Technologies Corp. (a)		1,164		85,903
National Presto Industries, Inc.		1,031		127,844
Vectrus, Inc. (a)		5,619		173,178
				472,354
*Air Freight & Logistics — 0.20%*
Hub Group, Inc. (a)		1,709		85,108
*Airlines — 1.11%*
Allegiant Travel Company		1,249		173,549
Hawaiian Holdings, Inc.		4,818		173,207
Spirit Airlines, Inc. (a)		3,586		130,351
				477,107
*Building Products — 2.22%*
Apogee Enterprises, Inc.		2,962		142,680
Armstrong Flooring, Inc. (a)		12,054		169,238
Builders FirstSource, Inc. (a)		2,274		41,591
Caesarstone Ltd.		11,557		174,511
Gibraltar Industries, Inc. (a)		1,086		40,725
Insteel Industries, Inc.		2,582		86,239
Masonite International Corp. (a)		2,380		171,003
NCI Building Systems, Inc. (a)		2,013		42,273
Universal Forest Products, Inc.		2,302		84,299
				952,559
*Commercial Services & Supplies — 2.70%*
ACCO Brands Corp.		6,375		88,294
Deluxe Corp.		1,305		86,404
Ennis, Inc.		6,598		134,269
Herman Miller, Inc.		5,046		171,059
InnerWorkings, Inc. (a)		9,875		85,814
Knoll, Inc.		8,299		172,702
LSC Communications, Inc.		10,867		170,177
Quad/Graphics, Inc.		1,993		41,514
Steelcase, Inc.		12,527		169,115
UniFirst Corp.		234		41,395
				1,160,743

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*Construction & Engineering — 1.58%*
Dycom Industries, Inc. (a)		1,344	$	127,021
KBR, Inc.		9,536		170,885
MYR Group, Inc. (a)		3,621		128,401
Primoris Services Corp.		1,510		41,117
Tutor Perini Corp. (a)		9,226		170,220
Valmont Industries, Inc.		280		42,210
				679,854
*Electrical Equipment — 0.69%*
Encore Wire Corp.		2,678		127,071
Generac Holdings, Inc. (a)		842		43,557
Preformed Line Products Company		941		83,542
Thermon Group Holdings, Inc. (a)		1,805		41,280
				295,450
*Machinery — 5.02%*
Alamo Group, Inc.		463		41,837
Blue Bird Corp. (a)		5,746		128,423
Briggs & Stratton Corp.		2,323		40,908
Commercial Vehicle Group, Inc. (a)		23,625		173,407
EnPro Industries, Inc.		2,449		171,307
Global Brass & Copper Holdings, Inc.		5,220		163,646
Graham Corp.		3,228		83,315
The Greenbrier Companies, Inc.		3,698		195,069
Hurco Companies, Inc.		2,825		126,419
Hyster-Yale Materials Handling, Inc.		1,955		125,609
Luxfer Holdings PLC		2,495		43,613
Lydall, Inc. (a)		1,999		87,256
Meritor, Inc. (a)		8,438		173,569
Mueller Industries, Inc.		2,801		82,658
Navistar International Corp. (a)		3,216		130,956
Park-Ohio Holdings Corp.		2,297		85,678
REV Group, Inc.		7,974		135,638
The Timken Company		944		41,111
Wabash National Corp.		6,860		128,008
				2,158,427
*Marine — 0.41%*
Matson, Inc.		4,547		174,514

	Shares Held		Value
*Professional Services — 1.89%*
Barrett Business Services, Inc.		480	$	46,354
CBIZ, Inc. (a)		1,770		40,710
FTI Consulting, Inc. (a)		1,365		82,555
GP Strategies Corp. (a)		4,764		83,846
Kelly Services, Inc.		5,810		130,435
Kforce, Inc.		2,445		83,864
Korn/Ferry International		2,879		178,296
Navigant Consulting, Inc. (a)		3,849		85,217
Resources Connection, Inc.		4,840		81,796
				813,073
*Trading Companies & Distributors — 0.79%*
Beacon Roofing Supply, Inc. (a)		972		41,427
Rush Enterprises, Inc. (a)		3,874		168,054
WESCO International, Inc. (a)		2,299		131,273
				340,754
TOTAL INDUSTRIALS				7,609,943
*INFORMATION TECHNOLOGY — 10.77%* *Communications Equipment — 1.01%*
Comtech Telecommunications Corp.		1,340		42,719
Digi International, Inc. (a)		6,252		82,526
NETGEAR, Inc. (a)		1,373		85,813
Quantenna Communications, Inc. (a)		8,274		128,578
Ribbon Communications, Inc. (a)		12,989		92,482
				432,118
*Electronic Equipment, Instruments & Components — 4.45%*
Anixter International, Inc. (a)		2,688		170,150
AVX Corp.		10,936		171,367
Benchmark Electronics, Inc.		4,408		128,493
Daktronics, Inc.		14,929		127,046
ePlus, Inc. (a)		890		83,749
Insight Enterprises, Inc. (a)		2,650		129,665
Methode Electronics, Inc.		3,174		127,912
PC Connection, Inc.		3,893		129,248
Plexus Corp. (a)		2,128		126,701
Sanmina Corp. (a)		5,640		165,252
ScanSource, Inc. (a)		3,153		127,066
Tech Data Corp. (a)		2,057		168,921
TTM Technologies, Inc. (a)		7,322		129,087
Vishay Intertechnology, Inc.		5,512		127,878
				1,912,535

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*Internet Software & Services — 0.50%*
Cars.com, Inc. (a)		3,042	$	86,362
NIC, Inc.		8,223		127,868
				214,230
*IT Services — 1.41%*
CSG Systems International, Inc.		3,105		126,901
Luxoft Holding, Inc. (a)		4,929		181,633
Sykes Enterprises, Inc. (a)		4,388		126,287
Syntel, Inc. (a)		5,351		171,714
				606,535
*Semiconductors & Semiconductor Equipment — 2.61%*
Advanced Energy Industries, Inc. (a)		1,415		82,197
Amkor Technology, Inc. (a)		9,844		84,560
Aquantia Corp. (a)		7,297		84,499
Cirrus Logic, Inc. (a)		4,505		172,677
Diodes, Inc. (a)		4,955		170,799
Ichor Holdings Ltd. (a)		4,255		90,291
Photronics, Inc. (a)		22,286		177,731
SMART Global Holdings, Inc. (a)		2,664		84,902
Synaptics, Inc. (a)		3,455		174,028
				1,121,684
*Software — 0.40%*
MicroStrategy, Inc. (a)		1,034		132,094
Monotype Imaging Holdings, Inc.		1,980		40,194
				172,288
*Technology Hardware, Storage & Peripherals — 0.39%*
Super Micro Computer, Inc. (a)		7,082		167,489
TOTAL INFORMATION TECHNOLOGY				4,626,879
*MATERIALS — 3.98%* *Chemicals — 2.09%*
American Vanguard Corp.		3,718		85,328
Core Molding Technologies, Inc.		2,947		42,083
FutureFuel Corp.		8,904		124,745
GCP Applied Technologies, Inc. (a)		1,467		42,470
Hawkins, Inc.		3,695		130,618
Innospec, Inc.		1,664		127,379
Koppers Holdings, Inc. (a)		1,089		41,763
Minerals Technologies, Inc.		1,118		84,241
Rayonier Advanced Materials, Inc.		5,218		89,176
Stepan Company		1,655		129,107
				896,910

	Shares Held		Value
*Containers & Packaging — 0.40%*
Owens-Illinois, Inc. (a)		2,508	$	42,159
Silgan Holdings, Inc.		4,798		128,731
				170,890
*Metals & Mining — 0.79%*
Cleveland-Cliffs, Inc. (a)		5,029		42,394
Compass Minerals International, Inc.		1,986		130,580
Kaiser Aluminum Corp.		385		40,082
SunCoke Energy Partners LP		8,563		128,445
				341,501
*Paper & Forest Products — 0.70%*
Clearwater Paper Corp. (a)		7,535		174,058
PH Glatfelter Company		4,332		84,864
Schweitzer-Mauduit International, Inc.		980		42,846
				301,768
TOTAL MATERIALS				1,711,069
*REAL ESTATE — 1.32%* *Equity Real Estate Investment Trusts — 1.12%*
Colony Capital, Inc.		28,295		176,561
The GEO Group, Inc.		6,449		177,606
Seritage Growth Properties		3,042		129,072
				483,239
*Real Estate Management & Development — 0.20%*
HFF, Inc.		1,253		43,040
Marcus & Millichap, Inc. (a)		1,084		42,287
				85,327
TOTAL REAL ESTATE				568,566
*TELECOMMUNICATION SERVICES — 0.30%* *Diversified Telecommunication Services — 0.30%*
IDT Corp. (a)		22,506		126,484
TOTAL TELECOMMUNICATION SERVICES				126,484
*UTILITIES — 4.26%* *Electric Utilities — 1.58%*
ALLETE, Inc.		1,111		86,003
El Paso Electric Company		1,447		85,518
PNM Resources, Inc.		4,390		170,771
Portland General Electric Company		3,999		170,996
Spark Energy, Inc.		17,032		166,062
				679,350

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*Gas Utilities — 1.29%*
Northwest Natural Gas Company		2,023	$	129,067
South Jersey Industries, Inc.		3,809		127,487
Spire, Inc.		2,390		168,855
Star Group LP		4,345		42,581
Suburban Propane Partners LP		3,609		84,775
				552,765
*Multi-Utilities — 1.39%*
Avista Corp.		3,221		169,618
Black Hills Corporation		2,773		169,735
NorthWestern Corp.		2,999		171,693
Unitil Corp.		1,652		84,318
				595,364
TOTAL UTILITIES				1,827,479
Total common stocks (Cost $40,383,653)				41,895,169
Total long-term investments (Cost $40,383,653)				41,895,169

SHORT-TERM INVESTMENTS — 4.15%	Principal Amount		Value
*Time Deposits — 4.15%*
Banco Santander SA, 1.27%, 07/02/2018*	$	1,784,361	$	1,784,361
Total short-term investments (Cost $1,784,361)				1,784,361
Total investments — 101.67% (Cost $42,168,014)				43,679,530
Liabilities in excess of other assets — (1.67)%				(716,821	)
Net assets — 100.00%			$	42,962,709

(a) — Non-income producing security.

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

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Global Value Fund

* Based on country of risk.

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		4.87	%
WestJet Airlines Ltd.		3.34	%
Wells Fargo & Company		3.09	%
Societe Generale SA		3.05	%
Hewlett Packard Enterprise Company		2.85	%
Barclays PLC		2.76	%
Telefonaktiebolaget LM Ericsson		2.73	%
ARRIS International PLC		2.68	%
Discovery, Inc. - Class C		2.66	%
Oracle Corp.		2.62	%

COMMON STOCKS — 99.70%	Shares Held		Value
*CONSUMER DISCRETIONARY — 9.33%* *Auto Components — 2.34%*
Adient PLC		1,513	$	74,424
Magna International, Inc.		2,630		152,882
				227,306
*Automobiles — 3.09%*
Bayerische Motoren Werke AG (v)		1,807		143,743
General Motors Company		3,969		156,379
				300,122
*Media — 2.66%*
Discovery, Inc. — Class C (a)		10,152		258,876
*Specialty Retail — 1.24%*
Kingfisher PLC (v)		18,398		71,947
Office Depot, Inc.		18,859		48,091
				120,038
TOTAL CONSUMER DISCRETIONARY				906,342
*CONSUMER STAPLES — 4.11%* *Beverages — 2.07%*
Heineken Holding NV (v)		987		94,393
PepsiCo, Inc.		981		106,801
				201,194
*Food & Staples Retailing — 1.04%*
Tesco PLC (v)		29,814		100,878
*Personal Products — 1.00%*
Unilever PLC (v)		1,766		97,555
TOTAL CONSUMER STAPLES				399,627

	Shares Held		Value
*ENERGY — 12.88%* *Energy Equipment & Services — 3.76%*
Borr Drilling Ltd. (a) (v)		10,006	$	47,725
C&J Energy Services, Inc. (a)		1,874		44,227
Frank's International NV (a)		16,055		125,229
National Oilwell Varco, Inc.		2,346		101,816
Nine Energy Service, Inc. (a)		1,390		46,037
				365,034
*Oil, Gas & Consumable Fuels — 9.12%*
Apache Corp.		1,971		92,144
Cairn Energy PLC (a) (v)		36,190		118,832
Kosmos Energy Ltd. (a)		21,418		177,127
Marathon Oil Corp.		3,750		78,225
Ophir Energy PLC (a)		147,966		98,615
Rockhopper Exploration PLC (a)		134,915		73,002
Whiting Petroleum Corp. (a)		4,713		248,470
				886,415
TOTAL ENERGY				1,251,449
*FINANCIALS — 28.11%* *Banks — 16.90%*
Barclays PLC (v)		108,677		268,620
Citigroup, Inc.		2,975		199,087
Credito Valtellinese SpA (a) (v)		1,737,702		195,518
ING Groep NV (v)		10,136		145,498
Popular, Inc.		5,220		235,996
Societe Generale SA (v)		7,053		296,437
Wells Fargo & Company		5,424		300,707
				1,641,863
*Capital Markets — 1.45%*
Credit Suisse Group AG (a) (v)		9,427		140,963
*Consumer Finance — 0.73%*
Capital One Financial Corp.		773		71,039

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Global Value Fund

	Shares Held		Value
*Insurance — 9.03%*
American International Group, Inc.		8,932	$	473,574
Tokio Marine Holdings, Inc. (v)		4,000		187,133
Zurich Insurance Group AG (v)		734		217,066
				877,773
TOTAL FINANCIALS				2,731,638
*HEALTH CARE — 3.70%* *Health Care Providers & Services — 1.24%*
Anthem, Inc.		504		119,967
*Pharmaceuticals — 2.46%*
GlaxoSmithKline PLC — ADR		3,158		127,299
Sanofi (v)		1,397		112,123
				239,422
TOTAL HEALTH CARE				359,389
*INDUSTRIALS — 22.43%* *Aerospace & Defense — 4.01%*
BAE Systems PLC (v)		24,546		208,820
Embraer SA — ADR		7,253		180,600
				389,420
*Air Freight & Logistics — 2.27%*
Royal Mail PLC (v)		33,126		220,385
*Airlines — 3.34%*
WestJet Airlines Ltd.		23,559		324,896
*Building Products — 3.12%*
Johnson Controls International PLC		2,885		96,503
Masonite International Corp. (a)		2,872		206,353
				302,856
*Construction & Engineering — 0.51%*
KBR, Inc.		2,783		49,871
*Machinery — 7.12%*
CNH Industrial NV		16,428		172,987
Cummins, Inc.		1,255		166,915
Danieli & C Officine Meccaniche SpA (v)		14,206		249,701
Navistar International Corp. (a)		2,521		102,655
				692,258
*Marine — 1.01%*
Matson, Inc.		2,556		98,099
*Road & Rail — 1.05%*
AMERCO		287		102,215
TOTAL INDUSTRIALS				2,180,000
*INFORMATION TECHNOLOGY — 13.79%* *Communications Equipment — 5.41%*
ARRIS International PLC (a)		10,675		260,951
Telefonaktiebolaget LM Ericsson — ADR		34,602		265,397
				526,348

	Shares Held		Value
*Electronic Equipment, Instruments & Components — 0.99%*
Corning, Inc.		3,501	$	96,312
*Software — 4.54%*
Microsoft Corp.		1,886		185,979
Oracle Corp.		5,789		255,063
				441,042
*Technology Hardware, Storage & Peripherals — 2.85%*
Hewlett Packard Enterprise Company		18,953		276,903
TOTAL INFORMATION TECHNOLOGY				1,340,605
*REAL ESTATE — 2.52%* *Equity Real Estate Investment Trusts — 2.52%*
Seritage Growth Properties		5,770		244,821
TOTAL REAL ESTATE				244,821
*TELECOMMUNICATION SERVICES — 2.83%* *Wireless Telecommunication Services — 2.83%*
Orange Belgium SA (v)		2,448		41,257
Vodafone Group PLC — ADR		9,632		234,154
TOTAL TELECOMMUNICATION SERVICES				275,411
Total common stocks (Cost $8,857,576)				9,689,282
Total long-term investments (Cost $8,857,576)				9,689,282
SHORT-TERM INVESTMENTS — 0.86%	Principal Amount
*Time Deposits — 0.86%*
Brown Brothers Harriman & Co., 0.51%, 07/03/2018*	CAD	2,176		1,655
Brown Brothers Harriman & Co., 0.23%, 07/02/2018*	GBP	1		1
Citigroup, Inc., 1.27%, 07/02/2018*	$	81,772		81,772
Total short-term investments (Cost $83,428)				83,428
Total investments — 100.56% (Cost $8,941,004)				9,772,710
Liabilities in excess of other assets — (0.56)%				(54,233	)
Net assets — 100.00%			$	9,718,477

(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 $2,958,594, which represented 30.44% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

CAD — Canadian Dollar

GBP — British Pound

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

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley International Value Fund

Largest Equity Holdings	Percent of net assets
BAE Systems PLC		4.18	%
WestJet Airlines Ltd.		3.92	%
Societe Generale SA		3.59	%
ARRIS International PLC		3.54	%
Tokio Marine Holdings, Inc.		3.31	%
Barclays PLC		3.26	%
Enstar Group Ltd.		3.17	%
Masonite International Corp.		3.11	%
Danieli & C Officine Meccaniche SpA		3.07	%
Zurich Insurance Group AG		2.97	%

* Based on country of risk

+ Sum of sectors shown is greater than 100% due to liabilities in excess of other assets of (0.48)%.

COMMON STOCKS — 100.48%	Shares Held		Value
*CONSUMER DISCRETIONARY — 7.87%* *Auto Components — 3.16%*
Adient PLC		692	$	34,039
Magna International, Inc.		798		46,388
				80,427
*Automobiles — 2.18%*
Bayerische Motoren Werke AG (v)		476		37,865
Honda Motor Company Ltd. (v)		600		17,593
				55,458
*Media — 0.58%*
RTL Group SA (v)		216		14,692
*Specialty Retail — 1.95%*
Kingfisher PLC (v)		9,735		38,070
Pendragon PLC		35,662		11,507
				49,577
TOTAL CONSUMER DISCRETIONARY				200,154
*CONSUMER STAPLES — 8.08%* *Beverages — 2.06%*
Heineken Holding NV (v)		547		52,313
*Food & Staples Retailing — 1.91%*
Tesco PLC (v)		14,396		48,710
*Food Products — 1.51%*
Ezaki Glico Company Ltd. (v)		800		38,429
*Personal Products — 2.15%*
Unilever PLC (v)		988		54,578
*Tobacco — 0.45%*
Scandinavian Tobacco Group (r) (v)		757		11,422
TOTAL CONSUMER STAPLES				205,452

	Shares Held		Value
*ENERGY — 10.12%* *Energy Equipment & Services — 4.57%*
Borr Drilling Ltd. (a) (v)		5,296	$	25,260
Frank's International NV (a)		9,057		70,645
WorleyParsons Ltd. (v)		1,560		20,150
				116,055
*Oil, Gas & Consumable Fuels — 5.55%*
Cairn Energy PLC (a) (v)		9,036		29,671
Kosmos Energy Ltd. (a)		5,306		43,881
Ophir Energy PLC (a)		37,546		25,023
Rockhopper Exploration PLC (a)		42,625		23,064
Royal Dutch Shell PLC (v)		561		19,469
				141,108
TOTAL ENERGY				257,163
*FINANCIALS — 28.27%* *Banks — 13.18%*
Barclays PLC (v)		33,547		82,919
BNP Paribas SA (v)		363		22,454
Credito Valtellinese SpA (a) (v)		580,187		65,280
ING Groep NV (v)		3,565		51,174
Societe Generale SA (v)		2,171		91,246
Standard Chartered PLC (v)		2,435		22,118
				335,191
*Capital Markets — 1.97%*
Credit Suisse Group AG (a) (v)		3,348		50,063

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley International Value Fund

	Shares Held		Value
*Insurance — 13.12%*
Enstar Group Ltd. (a)		389	$	80,640
Global Indemnity Ltd.		1,668		65,019
RSA Insurance Group PLC (v)		3,155		28,216
Tokio Marine Holdings, Inc. (v)		1,800		84,209
Zurich Insurance Group AG (v)		255		75,411
				333,495
TOTAL FINANCIALS				718,749
*HEALTH CARE — 7.06%* *Health Care Equipment & Supplies — 3.95%*
Draegerwerk AG & Company KGaA		80		32,694
Koninklijke Philips NV (v)		937		39,699
Medtronic PLC		328		28,080
				100,473
*Pharmaceuticals — 3.11%*
GlaxoSmithKline PLC (v)		2,509		50,584
Sanofi (v)		353		28,332
				78,916
TOTAL HEALTH CARE				179,389
*INDUSTRIALS — 24.59%* *Aerospace & Defense — 6.80%*
BAE Systems PLC (v)		12,504		106,375
Embraer SA — ADR		2,669		66,458
				172,833
*Air Freight & Logistics — 2.21%*
Royal Mail PLC (v)		8,471		56,357
*Airlines — 3.92%*
WestJet Airlines Ltd.		7,231		99,721
*Building Products — 5.26%*
Johnson Controls International PLC		1,634		54,657
Masonite International Corp. (a)		1,101		79,106
				133,763
*Construction & Engineering — 0.44%*
Bouygues SA (v)		261		11,215
*Machinery — 5.64%*
CNH Industrial NV		4,853		51,102
Danieli & C Officine Meccaniche SpA (v)		4,447		78,165
KSB SE & Company KGaA (v)		34		14,055
				143,322
*Professional Services — 0.32%*
Hudson Global, Inc. (a)		4,990		8,084
TOTAL INDUSTRIALS				625,295

	Shares Held		Value
*INFORMATION TECHNOLOGY — 9.19%* *Communications Equipment — 6.39%*
ARRIS International PLC (a)		3,687	$	90,129
Telefonaktiebolaget LM Ericsson (v)		9,406		72,466
				162,595
*Electronic Equipment, Instruments & Components — 2.80%*
Hitachi Ltd. (v)		4,000		28,180
Nippon Electric Glass Company Ltd. (v)		300		8,316
TE Connectivity Ltd.		385		34,673
				71,169
TOTAL INFORMATION TECHNOLOGY				233,764
*MATERIALS — 0.91%* *Chemicals — 0.91%*
Tikkurila Oyj		1,341		23,021
TOTAL MATERIALS				23,021
*REAL ESTATE — 1.02%* *Equity Real Estate Investment Trusts — 1.02%*
Granite Real Estate Investment Trust		636		25,940
TOTAL REAL ESTATE				25,940
*TELECOMMUNICATION SERVICES — 3.37%* *Wireless Telecommunication Services — 3.37%*
Orange Belgium SA (v)		1,081		18,218
Vodafone Group PLC (v)		27,882		67,538
TOTAL TELECOMMUNICATION SERVICES				85,756
Total common stocks (Cost $2,372,622)				2,554,683
Total long-term investments (Cost $2,372,622)				2,554,683
Total investments — 100.48% (Cost $2,372,622)				2,554,683
Liabilities in excess of other assets — (0.48)%				(12,132	)
Net assets — 100.00%			$	2,542,551

(a) — Non-income producing security.

(r) — Rule 144A security 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 $11,422, which represented 0.45% 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 $1,560,812, which represented 61.39% 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.
34

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Value Opportunities Fund

Largest Holdings*	Percent of net assets
Wells Fargo & Company		5.33	%
Seritage Growth Properties		5.08	%
American International Group, Inc.		4.59	%
Oracle Corp.		3.89	%
ARRIS International PLC		3.59	%
Whiting Petroleum Corp.		3.49	%
WestJet Airlines Ltd.		3.44	%
Discovery, Inc. - Class C		3.21	%
Microsoft Corp.		3.14	%
Apache Corp.		2.82	%

* Excluding short-term securities.

COMMON STOCKS — 95.96%	Shares Held		Value
*CONSUMER DISCRETIONARY — 8.85%* *Automobiles — 2.15%*
General Motors Company		348,300	$	13,723,020
*Media — 4.71%*
Comcast Corp.		291,700		9,570,677
Discovery, Inc. — Class C (a)		805,600		20,542,800
				30,113,477
*Specialty Retail — 1.63%*
Bed Bath & Beyond, Inc.		158,200		3,152,135
Office Depot, Inc. (c)		2,857,300		7,286,115
				10,438,250
*Textiles, Apparel & Luxury Goods — 0.36%*
JG Boswell Company		3,401		2,285,472
TOTAL CONSUMER DISCRETIONARY				56,560,219
*CONSUMER STAPLES — 3.13%* *Beverages — 1.49%*
PepsiCo, Inc.		87,800		9,558,786
*Food Products — 1.64%*
Mondelez International, Inc.		255,000		10,455,000
TOTAL CONSUMER STAPLES				20,013,786
*ENERGY — 16.06%* *Energy Equipment & Services — 5.50%*
C&J Energy Services, Inc. (a)		181,000		4,271,600
Frank's International NV (a) (l)		1,878,300		14,650,740
National Oilwell Varco, Inc.		374,700		16,261,980
				35,184,320

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 10.56%*
Apache Corp.		385,700	$	18,031,475
Cairn Energy PLC (a) (v)		1,598,400		5,248,440
Hess Corp.		54,300		3,632,127
Marathon Oil Corp.		611,500		12,755,890
Ophir Energy PLC (a)		4,122,000		2,747,202
Rockhopper Exploration PLC (a)		5,048,100		2,731,512
Whiting Petroleum Corp. (a)		423,300		22,316,376
				67,463,022
TOTAL ENERGY				102,647,342
*FINANCIALS — 26.23%* *Banks — 14.85%*
Bank of America Corp. (c)		608,200		17,145,158
Barclays PLC — ADR		737,500		7,397,125
Citigroup, Inc. (c)		165,300		11,061,876
Credito Valtellinese SpA (a) (v)		54,457,200		6,127,270
JPMorgan Chase & Company (c)		29,300		3,053,060
Popular, Inc.		174,400		7,884,624
Societe Generale SA (v)		194,900		8,191,641
Wells Fargo & Company		614,800		34,084,512
				94,945,266
*Capital Markets — 4.38%*
The Goldman Sachs Group, Inc.		53,900		11,888,724
Motors Liquidation Company GUC Trust (a) (o)		1,623,100		16,078,834
				27,967,558
*Consumer Finance — 1.17%*
Capital One Financial Corp.		81,400		7,480,660
*Insurance — 5.73%*
American International Group, Inc. (c)		553,400		29,341,268
Enstar Group Ltd. (a)		15,400		3,192,420
Global Indemnity Ltd.		104,400		4,069,512
				36,603,200

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Value Opportunities Fund

	Shares Held		Value
*Real Estate Management & Development — 0.10%*
Maui Land & Pineapple Company, Inc. (a)		60,400	$	676,480
TOTAL FINANCIALS				167,673,164
*HEALTH CARE — 1.55%* *Health Care Providers & Services — 1.55%*
Hanger, Inc. (a)		584,700		9,916,512
TOTAL HEALTH CARE				9,916,512
*INDUSTRIALS — 13.22%* *Air Freight & Logistics — 1.44%*
Royal Mail PLC (c) (v)		1,380,200		9,182,356
*Airlines — 3.44%*
WestJet Airlines Ltd.		1,594,700		21,992,097
*Building Products — 3.70%*
Johnson Controls International PLC		462,600		15,473,970
Masonite International Corp. (a)		113,500		8,154,975
				23,628,945
*Construction & Engineering — 0.68%*
KBR, Inc.		241,500		4,327,680
*Machinery — 1.77%*
Danieli & C Officine Meccaniche SpA (c) (v)		644,300		11,324,938
*Marine — 0.49%*
Matson, Inc.		82,300		3,158,674
*Professional Services — 0.12%*
Hudson Global, Inc. (a)		481,700		780,354
*Road & Rail — 1.58%*
AMERCO		28,400		10,114,660
TOTAL INDUSTRIALS				84,509,704
*INFORMATION TECHNOLOGY — 16.16%* *Communications Equipment — 5.31%*
ARRIS International PLC (a)		939,300		22,961,188
Telefonaktiebolaget LM Ericsson — ADR		1,430,500		10,971,935
				33,933,123
*Electronic Equipment, Instruments & Components — 1.04%*
Corning, Inc.		241,100		6,632,661
*Software — 7.03%*
Microsoft Corp. (c)		203,400		20,057,274
Oracle Corp. (c)		564,200		24,858,652
				44,915,926
*Technology Hardware, Storage & Peripherals — 2.78%*
Hewlett Packard Enterprise Company		1,217,600		17,789,136
TOTAL INFORMATION TECHNOLOGY				103,270,846

	Shares Held		Value
*MATERIALS — 1.71%* *Chemicals — 1.08%*
Iracore Investments Holdings, Inc. — Class A (Acquired 04/13/2017, Cost $6,892,250) (a) (f) (i) (m) (o) (u)		32,422	$	6,892,269
*Metals & Mining — 0.63%*
American Zinc Recycling LLC (Acquired 07/24/2014, Cost $7,500,000) (a) (f) (i) (m) (u)		4,688		1,859,401
CB Noranda Aluminum Acquisition Corp. — Escrow (Acquired 11/29/2017, Cost $0) (a) (f) (i) (m) (u)		41,000		0
Elah Holdings, Inc. (a) (i)		1,949		146,175
GHW Holdco LLC (Acquired 10/28/2016 — 10/23/2017, Cost $812,999) (a) (f) (i) (m) (o) (u)		40		2,009,120
				4,014,696
TOTAL MATERIALS				10,906,965
*REAL ESTATE — 6.87%* *Equity Real Estate Investment Trusts — 6.87%*
The GEO Group, Inc.		415,600		11,445,624
Seritage Growth Properties (l)		764,500		32,437,735
TOTAL REAL ESTATE				43,883,359
*TELECOMMUNICATION SERVICES — 2.18%* *Wireless Telecommunication Services — 2.18%*
Vodafone Group PLC — ADR		573,500		13,941,785
TOTAL TELECOMMUNICATION SERVICES				13,941,785
Total common stocks (Cost $571,130,151)				613,323,682
PREFERRED STOCKS — 0.50%
*FINANCIALS — 0.50%* *Thrifts & Mortgage Finance — 0.50%*
Federal Home Loan Mortgage Corp. — Series K (a)		33,900		317,813
Federal Home Loan Mortgage Corp. — Series N (a)		118,600		1,145,676
Federal Home Loan Mortgage Corp. — Series S (a)		18,700		177,463
Federal Home Loan Mortgage Corp. — Series Z (a)		248,000		1,550,000
TOTAL FINANCIALS				3,190,952
Total preferred stocks (Cost $1,935,637)				3,190,952
CONVERTIBLE BONDS — 0.01%	Principal Amount
*ENERGY — 0.01%* *Oil, Gas & Consumable Fuels — 0.01%*
Cobalt International Energy, Inc. 2.625%, 12/01/2019 (d)	$	10,000,000		38,000
TOTAL ENERGY				38,000
Total convertible bonds (Cost $1,067,500)				38,000

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Value Opportunities Fund

CORPORATE BONDS — 1.02%			Principal Amount		Value
*ENERGY — 0.39%* *Oil, Gas & Consumable Fuels — 0.39%*
Rockpoint Gas Storage Canada Ltd. 7.000%, 03/31/2023 (r)			$	2,500,000	$	2,512,500
TOTAL ENERGY						2,512,500
*MATERIALS — 0.63%* *Metals & Mining — 0.63%*
New Day Aluminum LLC 4.000% Cash and 6.000% PIK, 10/28/2020 (Acquired 10/28/2016 — 06/30/2018, Cost $357,904) (f) (i) (m) (p) (u)				1,108,293		1,108,293
4.000% Cash and 6.000% PIK, 10/28/2020 (Acquired 10/28/2016 — 06/30/2018, Cost $903,978) (f) (i) (m) (p) (u)				2,981,777		2,881,738
TOTAL MATERIALS						3,990,031
Total corporate bonds (Cost $3,700,421)						6,502,531
TERM LOANS — 0.59%
*MATERIALS — 0.59%* *Chemicals — 0.59%*
Iracore International Holdings, Inc. 11.125% (1 Month LIBOR USD + 9.000%), 04/13/2021 (Acquired 04/13/2017, Cost $3,802,486) (b) (f) (i) (m) (u)				3,802,486		3,802,486
TOTAL MATERIALS						3,802,486
Total term loans (Cost $3,802,486)						3,802,486
PURCHASED PUT OPTIONS — 0.39%	Contracts (100 shares per contract)		Notional Amount
*CONSUMER DISCRETIONARY — 0.39%* *Automobiles — 0.39%*
Tesla, Inc. (a) Expiration: January 2020, Exercise Price: $300.00		380	$	13,032,100		2,479,500
TOTAL CONSUMER DISCRETIONARY						2,479,500
Total purchased put options (Cost $2,957,234)						2,479,500
WARRANTS — 0.43%			Shares Held
*CONSUMER DISCRETIONARY — 0.12%* *Automobiles — 0.12%*
General Motors Company (a) Expiration: July 2019, Exercise Price: $18.33				33,866		763,678
TOTAL CONSUMER DISCRETIONARY						763,678

	Shares Held		Value
*ENERGY — 0.04%* *Oil, Gas & Consumable Fuels — 0.04%*
Lonestar Resources America, Inc. (Acquired 09/30/2016, Cost $339,200) (a) (f) (i) (m) Expiration: December 2021, Exercise Price: $5.00		80,000	$	275,200
TOTAL ENERGY				275,200
*FINANCIALS — 0.27%* *Insurance — 0.27%*
American International Group, Inc. (a) Expiration: January 2021, Exercise Price: $43.69		117,400		1,702,300
TOTAL FINANCIALS				1,702,300
Total warrants (Cost $1,745,022)				2,741,178
Total long-term investments (Cost $586,338,451)				632,078,329
COLLATERAL FOR SECURITIES ON LOAN — 3.94%
*Money Market Funds — 3.94%*
Invesco Government & Agency Portfolio — Institutional Class, 1.81%^		25,188,204		25,188,204
Total collateral for securities on loan (Cost $25,188,204)				25,188,204
SHORT-TERM INVESTMENTS — 1.20%	Principal Amount
*Time Deposits — 1.20%*
Banco Santander, 1.27%, 07/02/2018*	$	7,554,684		7,554,684
Brown Brothers Harriman & Co., 1.13%, 07/02/2018*	AUD	41		30
Brown Brothers Harriman & Co., 0.51%, 07/03/2018*	CAD	149,544		113,752
Brown Brothers Harriman & Co., 0.23%, 07/02/2018*	GBP	33		43
Total short-term investments (Cost $7,668,513)				7,668,509
Total investments — 104.04% (Cost $619,195,168)				664,935,042
Liabilities in excess of other assets — (4.04)%				(25,802,991	)
Net assets — 100.00%			$	639,132,051

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at June 30, 2018.

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

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

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Value Opportunities Fund

(f) — Security was fair valued under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees. The total market value of these securities was $18,828,507 which represented 2.95% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security.

(l) — All or a portion of this security is on loan. The total market value of securities on loan was $24,653,760. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

(m) — Restricted security. Purchased in a private placement transaction; resale to the public may require registration. The total market value of these securities was $18,828,507, which represented 2.95% of net assets.

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

(p) — Payment in-kind (PIK) security.

(u) — Value determined using significant unobservable inputs.

(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 $40,074,645, which represented 6.27% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

AUD — Australian Dollar

CAD — Canadian Dollar

GBP — British Pound

LIBOR — London Interbank Offered Rate

USD — United States Dollar

^ — Rate shown is the 7-day yield as of June 30, 2018.

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

Schedule of Futures Contracts — June 30, 2018

Hotchkis & Wiley Value Opportunities Fund

Description	Number of Contracts Purchased (Sold)			Expiration	Notional Amount			Value/Unrealized Appreciation (Depreciation)
British Pound Currency Futures		(64	)	September 2018	$	(5,294,400	)	$	68,936
Euro Fx Currency Futures		(56	)	September 2018		(8,215,550	)		90,095
					$	(13,509,950	)	$	159,031

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Capital Income Fund

Largest Issuers	Percent of net assets
Whiting Petroleum Corp.		3.10	%
American International Group, Inc.		2.77	%
WestJet Airlines Ltd.		2.30	%
Popular, Inc.		2.26	%
Wells Fargo & Company		1.98	%
ARRIS International PLC		1.83	%
Seritage Growth Properties		1.76	%
Discovery, Inc.		1.65	%
The GEO Group, Inc.		1.58	%
Hewlett Packard Enterprise Company		1.56	%

COMMON STOCKS — 58.14%	Shares Held		Value
*CONSUMER DISCRETIONARY — 6.00%* *Auto Components — 0.94%*
Adient PLC		4,219	$	207,532
Magna International, Inc.		2,368		137,652
				345,184
*Automobiles — 1.13%*
General Motors Company		10,569		416,419
General Motors Company — Escrow (Acquired 12/31/2010, Cost $0) (a) (f) (i) (m) (u)		4,600		0
				416,419
*Media — 1.65%*
Discovery, Inc. — Class C (a)		23,860		608,430
*Specialty Retail — 1.64%*
Bed Bath & Beyond, Inc.		9,457		188,431
Kingfisher PLC — ADR		12,772		100,771
Office Depot, Inc.		122,654		312,768
				601,970
*Textiles, Apparel & Luxury Goods — 0.64%*
Quiksilver, Inc. (Acquired 07/11/2013 — 05/12/2016, Cost $351,163) (a) (f) (i) (m) (u)		6,960		236,640
TOTAL CONSUMER DISCRETIONARY				2,208,643
*CONSUMER STAPLES — 0.28%* *Food & Staples Retailing — 0.28%*
Tesco PLC — ADR		10,151		102,830
TOTAL CONSUMER STAPLES				102,830

	Shares Held		Value
*ENERGY — 9.10%* *Energy Equipment & Services — 2.05%*
Borr Drilling Ltd. (a) (v)		21,187	$	101,055
C&J Energy Services, Inc. (a)		8,090		190,924
Fieldwood Energy, Inc. (Acquired 05/03/2018, Cost $34,085) (a) (i) (m)		395		20,738
Fieldwood Energy, Inc. (Acquired 05/03/2018, Cost $22,408) (a) (i) (m)		1,461		76,703
Frank's International NV (a)		13,468		105,050
Nine Energy Service, Inc. (a)		2,428		80,415
Quintana Energy Services, Inc. (a)		21,243		179,928
				754,813
*Oil, Gas & Consumable Fuels — 7.05%*
Apache Corp.		2,470		115,473
Cairn Energy PLC — ADR (a)		35,024		235,011
Kosmos Energy Ltd. (a)		45,966		380,139
Murphy Oil Corp.		4,712		159,124
Ophir Energy PLC — ADR (a)		252,097		336,171
Rockhopper Exploration PLC (a)		110,384		59,728
Sanchez Energy Corp. (a)		64,647		292,204
Warren Resources, Inc. (Acquired 11/23/2016, Cost $2,157) (a) (f) (i) (m) (u)		1,559		2,156
Whiting Petroleum Corp. (a)		19,282		1,016,548
				2,596,554
TOTAL ENERGY				3,351,367

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Capital Income Fund

	Shares Held		Value
*FINANCIALS — 15.85%*
*Banks — 8.73%*
Bank of America Corp.		6,937	$	195,554
Barclays PLC — ADR		37,721		378,342
Citigroup, Inc.		7,040		471,117
Credito Valtellinese SpA (a) (v)		2,981,952		335,515
Popular, Inc.		16,434		742,980
Societe Generale SA — ADR		43,168		360,669
Wells Fargo & Company		13,151		729,091
				3,213,268
*Capital Markets — 1.95%*
Credit Suisse Group AG — ADR (a)		5,896		87,732
Fifth Street Asset Management, Inc. (a)		176,631		230,503
Motors Liquidation Company GUC Trust (a)		40,476		400,966
				719,201
*Consumer Finance — 0.82%*
Capital One Financial Corp.		2,131		195,839
Santander Consumer USA Holdings, Inc.		5,472		104,460
				300,299
*Insurance — 4.35%*
American International Group, Inc. (c)		19,239		1,020,052
Global Indemnity Ltd.		2,612		101,816
Tokio Marine Holdings, Inc. — ADR		6,131		289,261
Zurich Insurance Group AG — ADR		6,494		191,670
				1,602,799
TOTAL FINANCIALS				5,835,567
*HEALTH CARE — 2.11%*
*Health Care Providers & Services — 0.55%*
Anthem, Inc.		846		201,373
*Pharmaceuticals — 1.56%*
GlaxoSmithKline PLC — ADR		8,721		351,544
Sanofi — ADR		5,613		224,576
				576,120
TOTAL HEALTH CARE				777,493
*INDUSTRIALS — 11.30%* *Aerospace & Defense — 1.79%*
BAE Systems PLC — ADR		14,897		515,734
Embraer SA — ADR		5,800		144,420
				660,154
*Air Freight & Logistics — 1.13%*
Royal Mail PLC — ADR		30,889		415,148
*Airlines — 2.30%*
WestJet Airlines Ltd.		61,518		848,379

	Shares Held		Value
*Building Products — 1.05%*
Johnson Controls International PLC		2,842	$	95,065
Masonite International Corp. (a)		4,073		292,645
				387,710
*Commercial Services & Supplies — 0.41%*
LSC Communications, Inc.		9,655		151,197
*Construction & Engineering — 0.28%*
KBR, Inc.		5,783		103,631
*Machinery — 2.37%*
CNH Industrial NV		9,219		97,076
Cummins, Inc.		2,189		291,137
Danieli & C Officine Meccaniche SpA — ADR		27,675		484,727
				872,940
*Marine — 0.98%*
Matson, Inc.		9,394		360,542
*Professional Services — 0.23%*
Hudson Global, Inc. (a)		51,558		83,524
*Road & Rail — 0.42%*
AMERCO		431		153,501
*Trading Companies & Distributors — 0.34%*
RA Parent, Inc. (Acquired 12/23/2014 — 01/18/2018, Cost $192,714) (a) (f) (i) (m) (u)		3		124,848
TOTAL INDUSTRIALS				4,161,574
*INFORMATION TECHNOLOGY — 7.84%* *Communications Equipment — 3.06%*
ARRIS International PLC (a)		27,548		673,412
Telefonaktiebolaget LM Ericsson — ADR		59,393		455,544
				1,128,956
*Electronic Equipment, Instruments & Components — 0.80%*
Corning, Inc. (c)		10,743		295,540
*Software — 2.42%*
Microsoft Corp. (c)		3,575		352,531
Oracle Corp.		12,194		537,267
				889,798
*Technology Hardware, Storage & Peripherals — 1.56%*
Hewlett Packard Enterprise Company		39,215		572,931
TOTAL INFORMATION TECHNOLOGY				2,887,225
*MATERIALS — 1.08%* *Chemicals — 0.15%*
Iracore Investments Holdings, Inc. — Class A (Acquired 04/13/2017, Cost $57,250) (a) (f) (i) (m) (u)		269		57,184

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Capital Income Fund

	Shares Held		Value
*Metals & Mining — 0.93%*
American Zinc Recycling LLC (Acquired 07/19/2012 — 09/30/2016, Cost $404,157) (a) (f) (i) (m) (u)		860	$	341,102
CB Noranda Aluminum Acquisition Corp. — Escrow (Acquired 03/01/2013 — 11/29/2017, Cost $0) (a) (f) (i) (m) (u)		222,000		0
				341,102
TOTAL MATERIALS				398,286
*REAL ESTATE — 3.41%* *Equity Real Estate Investment Trusts — 3.41%*
The GEO Group, Inc. (c)		16,274		448,186
Granite Real Estate Investment Trust		3,834		156,312
Seritage Growth Properties		15,304		649,349
TOTAL REAL ESTATE				1,253,847
*TELECOMMUNICATION SERVICES — 1.17%* *Wireless Telecommunication Services — 1.17%*
Vodafone Group PLC — ADR (c)		17,662		429,363
TOTAL TELECOMMUNICATION SERVICES				429,363
Total common stocks (Cost $19,396,273)				21,406,195
INVESTMENT COMPANIES — 0.62%
*Business Development Companies — 0.62%*
Oaktree Specialty Lending Corp.		25,818		123,410
Oaktree Strategic Income Corp.		12,280		104,380
Total investment companies (Cost $197,835)				227,790
PREFERRED STOCKS — 0.62%
*CONSUMER STAPLES — 0.19%* *Food Products — 0.19%*
Pinnacle Agriculture Enterprises LLC (Acquired 03/10/2017, Cost $69,351) (a) (f) (i) (m) (u)		94,387		69,846
TOTAL CONSUMER STAPLES				69,846
*FINANCIALS — 0.43%* *Banks — 0.28%*
Royal Bank of Scotland Group PLC — Series S, 6.600%		4,122		105,853
*Thrifts & Mortgage Finance — 0.15%*
Federal Home Loan Mortgage Corp. — Series V (a)		10,323		54,609
TOTAL FINANCIALS				160,462
Total preferred stocks (Cost $229,989)				230,308

CORPORATE BONDS — 37.39%	Principal Amount		Value
*CONSUMER DISCRETIONARY — 8.07%* *Auto Components — 0.83%*
Adient Global Holdings Ltd. 4.875%, 08/15/2026 (r)	$	138,000	$	124,890
Delphi Technologies PLC 5.000%, 10/01/2025 (r)		90,000		86,063
The Goodyear Tire & Rubber Company 4.875%, 03/15/2027		105,000		96,207
				307,160
*Hotels, Restaurants & Leisure — 1.72%*
Boyd Gaming Corp. 6.000%, 08/15/2026 (r)		80,000		79,300
Interval Acquisition Corp. 5.625%, 04/15/2023		70,000		70,918
Jacobs Entertainment, Inc. 7.875%, 02/01/2024 (r)		90,000		94,275
National CineMedia LLC 5.750%, 08/15/2026		170,000		155,975
Penn National Gaming, Inc. 5.625%, 01/15/2027 (r)		105,000		99,225
Rivers Pittsburgh Borrower LP / Rivers Pittsburgh Finance Corp. 6.125%, 08/15/2021 (r)		75,000		74,438
Wyndham Hotels & Resorts, Inc. 5.375%, 04/15/2026 (r)		60,000		59,850
				633,981
*Household Durables — 0.87%*
TopBuild Corp. 5.625%, 05/01/2026 (r)		104,000		100,100
Weekley Homes LLC / Weekley Finance Corp. 6.000%, 02/01/2023		225,000		220,219
				320,319
*Leisure Products — 0.53%*
Silversea Cruise Finance Ltd. 7.250%, 02/01/2025 (r)		95,000		103,084
Vista Outdoor, Inc. 5.875%, 10/01/2023		95,000		90,963
				194,047

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Media — 2.97%*
Altice France SA 6.000%, 05/15/2022 (r)	$	63,000	$	63,473
Altice Luxembourg SA 7.625%, 02/15/2025 (r)		119,000		109,926
CCO Holdings LLC / CCO Holdings Capital Corp. 5.750%, 02/15/2026 (r)		100,000		98,500
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (r)		129,000		124,485
8.375%, 08/15/2022 (r)		40,000		39,400
MDC Partners, Inc. 6.500%, 05/01/2024 (r)		132,000		115,170
Multi-Color Corp. 4.875%, 11/01/2025 (r)		114,000		106,448
Salem Media Group, Inc. 6.750%, 06/01/2024 (r)		125,000		114,063
Townsquare Media, Inc. 6.500%, 04/01/2023 (r)		134,000		121,103
Virgin Media Secured Finance PLC 5.250%, 01/15/2026 (r)		55,000		51,081
VTR Finance BV 6.875%, 01/15/2024 (r)		149,000		150,258
				1,093,907
*Multiline Retail — 0.48%*
JC Penney Corp., Inc. 5.875%, 07/01/2023 (r)		129,000		121,421
8.625%, 03/15/2025 (r)		65,000		55,250
				176,671
*Specialty Retail — 0.67%*
PetSmart, Inc. 7.125%, 03/15/2023 (r)		36,000		24,347
5.875%, 06/01/2025 (r)		175,000		135,187
Staples, Inc. 8.500%, 09/15/2025 (r)		92,000		86,020
				245,554
TOTAL CONSUMER DISCRETIONARY				2,971,639
*CONSUMER STAPLES — 0.89%* *Food Products — 0.67%*
Pinnacle Operating Corp. 9.000%, 05/15/2023 (i) (r)		135,499		128,724
TreeHouse Foods, Inc. 6.000%, 02/15/2024 (r)		115,000		118,048
				246,772
*Personal Products — 0.22%*
Energizer Gamma Acquisition, Inc. 6.375%, 07/15/2026 (e) (r)		80,000		81,500
TOTAL CONSUMER STAPLES				328,272

	Principal Amount		Value
*ENERGY — 9.97%* *Energy Equipment & Services — 4.72%*
Apergy Corp. 6.375%, 05/01/2026 (r)	$	100,000	$	101,750
Bellatrix Exploration Ltd. 8.500%, 05/15/2020 (i) (r)		175,000		117,250
Exterran Energy Solutions LP / EES Finance Corp. 8.125%, 05/01/2025		100,000		105,750
Jonah Energy LLC / Jonah Energy Finance Corp. 7.250%, 10/15/2025 (r)		120,000		97,500
KCA Deutag UK Finance PLC 9.875%, 04/01/2022 (r)		100,000		103,849
9.625%, 04/01/2023 (r)		15,000		15,244
McDermott Technology Americas, Inc. / McDermott Technology US, Inc. 10.625%, 05/01/2024 (r)		125,000		130,625
Moss Creek Resources Holdings, Inc. 7.500%, 01/15/2026 (r)		115,000		112,805
PHI, Inc. 5.250%, 03/15/2019		194,000		190,604
SESI LLC 7.750%, 09/15/2024		125,000		128,906
Shelf Drilling Holdings Ltd. 8.250%, 02/15/2025 (r)		139,000		140,564
Transocean, Inc. 9.000%, 07/15/2023 (r)		244,000		263,519
Ultra Resources, Inc. 7.125%, 04/15/2025 (r)		165,000		116,738
Unit Corp. 6.625%, 05/15/2021		110,000		110,275
				1,735,379
*Oil, Gas & Consumable Fuels — 5.25%*
American Midstream Partners LP / American Midstream Finance Corp. 8.500%, 12/15/2021 (r)		105,000		103,425
Callon Petroleum Company 6.375%, 07/01/2026 (r)		100,000		100,625
Calumet Specialty Products Partners LP / Calumet Finance Corp. 6.500%, 04/15/2021		153,000		153,000
Cheniere Corpus Christi Holdings LLC 5.875%, 03/31/2025		75,000		78,281
Comstock Resources, Inc. 10.000% Cash or 12.250% PIK, 03/15/2020 (p)		82,000		86,100
GasLog Ltd. 8.875%, 03/22/2022 (i)		137,000		142,823
HighPoint Operating Corp. 8.750%, 06/15/2025 (i)		94,000		101,050
Holly Energy Partners LP / Holly Energy Finance Corp. 6.000%, 08/01/2024 (r)		83,000		84,245

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
Kosmos Energy Ltd. 7.875%, 08/01/2021 (r)	$	140,000	$	142,975
Lonestar Resources America, Inc. 11.250%, 01/01/2023 (r)		105,000		112,088
PBF Holding Company LLC / PBF Finance Corp. 7.250%, 06/15/2025		80,000		84,300
PBF Logistics LP / PBF Logistics Finance Corp. 6.875%, 05/15/2023		115,000		116,581
PetroQuest Energy, Inc. 1.000% Cash and 9.000% PIK, 02/15/2021 (i) (p)		144,271		67,086
Rockpoint Gas Storage Canada Ltd. 7.000%, 03/31/2023 (r)		310,000		311,549
Sanchez Energy Corp. 6.125%, 01/15/2023		184,000		125,580
Whiting Petroleum Corp. 6.625%, 01/15/2026 (r)		120,000		123,900
				1,933,608
TOTAL ENERGY				3,668,987
*FINANCIALS — 1.28%* *Banks — 1.28%*
DAE Funding LLC 5.000%, 08/01/2024 (r)		110,000		105,930
Park Aerospace Holdings Ltd. 5.500%, 02/15/2024 (r)		128,000		126,693
Popular, Inc. 7.000%, 07/01/2019		87,000		88,740
Societe Generale SA 7.375% (Fixed until 09/12/2021, then 5 Year Swap Rate USD + 6.238%), Perpetual (r)		145,000		147,900
				469,263
TOTAL FINANCIALS				469,263
*HEALTH CARE — 5.22%* *Health Care Equipment & Supplies — 0.21%*
Halyard Health, Inc. 6.250%, 10/15/2022 (c)		74,000		76,220
*Health Care Providers & Services — 3.15%*
Centene Escrow I Corp. 5.375%, 06/01/2026 (r)		80,000		81,250
CHS / Community Health Systems, Inc. 6.875%, 02/01/2022		197,000		101,455
6.250%, 03/31/2023		150,000		138,000
8.625%, 01/15/2024 (e) (r)		20,000		20,102
DaVita, Inc. 5.000%, 05/01/2025		105,000		99,094
DJO Finance LLC / DJO Finance Corp. 8.125%, 06/15/2021 (r)		149,000		151,563
HCA, Inc. 6.500%, 02/15/2020		210,000		219,188
5.250%, 06/15/2026		14,000		13,940

	Principal Amount		Value
LifePoint Health, Inc. 5.875%, 12/01/2023	$	110,000	$	109,863
Tenet Healthcare Corp. 6.750%, 06/15/2023		228,000		227,714
				1,162,169
*Pharmaceuticals — 1.86%*
AMAG Pharmaceuticals, Inc. 7.875%, 09/01/2023 (r)		134,000		142,208
Endo Dac / Endo Finance LLC / Endo Finco, Inc. 6.000%, 07/15/2023 (r)		137,000		113,368
Mallinckrodt International Finance SA / Mallinckrodt CB LLC 5.625%, 10/15/2023 (r)		189,000		158,476
Valeant Pharmaceuticals International, Inc. 7.000%, 03/15/2024 (r)		65,000		68,230
6.125%, 04/15/2025 (r)		218,000		201,649
				683,931
TOTAL HEALTH CARE				1,922,320
*INDUSTRIALS — 5.24%* *Building Products — 1.29%*
Ashton Woods USA LLC / Ashton Woods Finance Company 6.750%, 08/01/2025 (r)		135,000		128,924
Builders FirstSource, Inc. 5.625%, 09/01/2024 (r)		125,000		122,344
FBM Finance, Inc. 8.250%, 08/15/2021 (r)		100,000		104,625
Standard Industries, Inc. 6.000%, 10/15/2025 (r)		119,000		119,893
				475,786
*Commercial Services & Supplies — 1.90%*
Aptim Corp. 7.750%, 06/15/2025 (r)		145,000		118,175
Herc Rentals, Inc. 7.750%, 06/01/2024 (r)		123,000		131,918
LSC Communications, Inc. 8.750%, 10/15/2023 (r)		205,000		201,668
Matthews International Corp. 5.250%, 12/01/2025 (r)		110,000		105,600
Zachry Holdings, Inc. 7.500%, 02/01/2020 (r)		141,000		140,119
				697,480
*Construction & Engineering — 0.49%*
AECOM 5.875%, 10/15/2024 (c)		78,000		80,828
Tutor Perini Corp. 6.875%, 05/01/2025 (r)		100,000		100,375
				181,203

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Machinery — 0.93%*
Cleaver-Brooks, Inc. 7.875%, 03/01/2023 (r)	$	85,000	$	87,763
Meritor, Inc. 6.250%, 02/15/2024		124,000		125,550
Navistar International Corp. 6.625%, 11/01/2025 (r)		125,000		129,062
				342,375
*Professional Services — 0.38%*
Enviva Partners LP / Enviva Partners Finance Corp. 8.500%, 11/01/2021		135,000		140,906
*Trading Companies & Distributors — 0.25%*
Beacon Roofing Supply, Inc. 4.875%, 11/01/2025 (r)		100,000		93,000
TOTAL INDUSTRIALS				1,930,750
*INFORMATION TECHNOLOGY — 0.55%* *Communications Equipment — 0.32%*
CommScope Technologies LLC 6.000%, 06/15/2025 (r)		117,000		120,072
*Software — 0.23%*
Nuance Communications, Inc. 5.625%, 12/15/2026		85,000		83,513
TOTAL INFORMATION TECHNOLOGY				203,585
*MATERIALS — 4.04%* *Chemicals — 2.14%*
Alpha 3 BV / Alpha US Bidco, Inc. 6.250%, 02/01/2025 (r)		125,000		123,438
The Chemours Company 7.000%, 05/15/2025		46,000		49,565
Hexion, Inc. 6.625%, 04/15/2020		143,000		134,263
Momentive Performance Materials, Inc. 3.880%, 10/24/2021		150,000		157,875
Platform Specialty Products Corp. 6.500%, 02/01/2022 (r)		64,000		65,280
5.875%, 12/01/2025 (r)		70,000		68,513
Rayonier AM Products, Inc. 5.500%, 06/01/2024 (r)		199,000		188,054
				786,988
*Containers & Packaging — 0.26%*
Plastipak Holdings, Inc. 6.250%, 10/15/2025 (r)		105,000		97,125

	Principal Amount		Value
*Metals & Mining — 1.37%*
Century Aluminum Company 7.500%, 06/01/2021 (r)	$	125,000	$	126,563
Grinding Media, Inc. / Moly-Cop AltaSteel Ltd. 7.375%, 12/15/2023 (r)		140,000		146,299
New Day Aluminum LLC 4.000% Cash and 6.000% PIK, 10/28/2020 (Acquired 10/28/2016 — 06/30/2018, Cost $19,775) (f) (i) (m) (p) (u)		65,229		63,041
4.000% Cash and 6.000% PIK, 10/28/2020 (Acquired 10/28/2016 — 06/30/2018, Cost $7,830) (f) (i) (m) (p) (u)		24,245		24,245
Rain CII Carbon LLC / CII Carbon Corp. 7.250%, 04/01/2025 (r)		140,000		142,800
				502,948
*Paper & Forest Products — 0.27%*
Neenah, Inc. 5.250%, 05/15/2021 (i) (r)		100,000		100,125
TOTAL MATERIALS				1,487,186
*REAL ESTATE — 0.36%* *Equity Real Estate Investment Trusts — 0.36%*
The GEO Group, Inc. 5.875%, 10/15/2024		134,000		132,660
TOTAL REAL ESTATE				132,660
*TELECOMMUNICATION SERVICES — 1.05%* *Diversified Telecommunication Services — 0.57%*
Sable International Finance Ltd. 6.875%, 08/01/2022 (r)		84,000		86,705
Uniti Group LP / Uniti Group Finance, Inc. / CSL Capital LLC 8.250%, 10/15/2023		126,000		120,985
				207,690
*Wireless Telecommunication Services — 0.48%*
Telesat Canada / Telesat LLC 8.875%, 11/15/2024 (r)		165,000		176,963
TOTAL TELECOMMUNICATION SERVICES				384,653
*UTILITIES — 0.72%* *Electric Utilities — 0.26%*
Itron, Inc. 5.000%, 01/15/2026 (r)		100,000		95,220
*Independent Power and Renewable Electricity* *Producers — 0.46%*
NRG Energy, Inc. 7.250%, 05/15/2026		87,000		93,090
Vistra Energy Corp. 7.625%, 11/01/2024 (c)		72,000		77,130
				170,220
TOTAL UTILITIES				265,440
Total corporate bonds (Cost $13,979,590)				13,764,755

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Capital Income Fund

TERM LOANS — 2.14%	Principal Amount		Value
*CONSUMER DISCRETIONARY — 0.70%* *Specialty Retail — 0.48%*
Office Depot, Inc. 9.125% (1 Month LIBOR USD + 7.000%), 11/08/2022 (Acquired 11/03/2017 — 12/20/2017, Cost $64,768) (b) (m)	$	66,500	$	68,287
Staples, Inc. 5.787% (2 Month LIBOR USD + 4.000%), 09/12/2024 (Acquired 08/15/2017, Cost $109,176) (b) (m)		109,450		108,168
				176,455
*Textiles, Apparel & Luxury Goods — 0.22%*
Boardriders, Inc. 8.480% (1 Month LIBOR USD + 6.500%), 04/23/2024 (Acquired 03/21/2018, Cost $78,415) (b) (m)		80,000		80,000
TOTAL CONSUMER DISCRETIONARY				256,455
*ENERGY — 0.78%* *Energy Equipment & Services — 0.50%*
Fieldwood Energy LLC 7.230% (1 Month LIBOR USD + 5.250%), 04/11/2022 (Acquired 04/11/2018, Cost $79,998) (b) (m)		80,218		80,508
9.230% (1 Month LIBOR USD + 7.250%), 04/11/2023 (Acquired 04/11/2018, Cost $104,501) (b) (m))		108,296		105,408
				185,916
*Oil, Gas & Consumable Fuels — 0.28%*
International Seaways Operating Corp. 7.990% (1 Month LIBOR USD + 6.000%), 06/22/2022 (Acquired 06/20/2017 — 08/07/2017, Cost $101,572) (b) (m)		103,031		103,224
TOTAL ENERGY				289,140
*HEALTH CARE — 0.31%* *Health Care Providers & Services — 0.31%*
Wink Holdco, Inc. 8.740% (1 Month LIBOR USD + 6.750%), 12/01/2025 (b)		115,000		114,665
TOTAL HEALTH CARE				114,665
*INDUSTRIALS — 0.26%* *Trading Companies & Distributors — 0.26%*
Foundation Building Materials TBD, 05/11/2025 (Acquired 05/11/2018 — 06/19/2018, Cost $95,081) (e) (m)		95,000		94,911
TOTAL INDUSTRIALS				94,911

	Principal Amount		Value
*MATERIALS — 0.09%* *Chemicals — 0.09%*
Iracore International Holdings, Inc. 11.125% (1 Month LIBOR USD + 9.000%), 04/13/2021 (Acquired 04/13/2017, Cost $31,585) (b) (f) (i) (m) (u)	$	31,585	$	31,585
TOTAL MATERIALS				31,585
Total term loans (Cost $779,640)				786,756
Total long-term investments (Cost $34,583,327)				36,415,804
SHORT-TERM INVESTMENTS — 1.01%
*Time Deposits — 1.01%*
Banco Santander SA, 1.27%, 07/02/2018*		366,569		366,569
Brown Brothers Harriman & Co., 0.51%, 07/03/2018*	CAD	4,796		3,648
Brown Brothers Harriman & Co., 0.15%, 07/02/2018*	NOK	4		1
Total short-term investments (Cost $370,218)				370,218
Total investments — 99.92% (Cost $34,953,545)				36,786,022
Other assets in excess of liabilities — 0.08%				29,182
Net assets — 100.00%			$	36,815,204

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at June 30, 2018.

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

(e) — Delayed delivery security.

(f) — Security was fair valued under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees. The total market value of these securities was $950,647, which represented 2.58% 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 $1,688,594, which represented 4.59% of net assets.

(p) — Payment in-kind (PIK) security.

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley Capital Income Fund

(u) — Value determined using significant unobservable inputs.

(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 $436,570, which represented 1.19% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

CAD — Canadian Dollar

LIBOR — London Interbank Offered Rate

NOK — Norwegian Krone

USD — United States Dollar

* — 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 — June 30, 2018

Hotchkis & Wiley High Yield Fund

Largest Issuers	Percent of net assets
CCO Holdings LLC / CCO Holdings Capital Corp.		1.30	%
Pinnacle Agriculture Holdings LLC (includes Pinnacle Agriculture Enterprises LLC and Pinnacle Operating Corp.)		1.18	%
Altice Europe NV (includes Altice France SA and Altice Luxembourg SA)		1.17	%
Boardriders, Inc. (includes Boardriders, Inc. and Quiksilver, Inc.)		1.16	%
Valeant Pharmaceuticals International, Inc.		1.13	%
American Zinc Recycling LLC		1.12	%
Staples, Inc.		1.11	%
JC Penney Corp., Inc.		1.05	%
CHS / Community Health Systems, Inc.		1.05	%
HCA, Inc.		1.04	%

CORPORATE BONDS — 87.68%	Principal Amount		Value
*Advertising — 0.72%*
MDC Partners, Inc. 6.500%, 05/01/2024 (r)	$	22,461,000	$	19,597,222
*Auto Parts & Equipment — 2.58%*
Adient Global Holdings Ltd. 4.875%, 08/15/2026 (r)		22,802,000		20,635,810
Delphi Technologies PLC 5.000%, 10/01/2025 (r)		15,891,000		15,195,769
The Goodyear Tire & Rubber Company 4.875%, 03/15/2027		17,601,000		16,127,092
Meritor, Inc. 6.250%, 02/15/2024		17,954,000		18,178,425
				70,137,096
*Automakers — 0.74%*
Navistar International Corp. 6.625%, 11/01/2025 (r)		19,426,000		20,057,345
*Banking — 1.35%*
Popular, Inc. 7.000%, 07/01/2019		21,336,000		21,762,720
Societe Generale SA 7.375% (Fixed until 09/12/2021, then 5 Year Swap Rate USD + 6.238%), Perpetual (r)		14,524,000		14,814,480
				36,577,200
*Building & Construction — 3.90%*
Ashton Woods USA LLC / Ashton Woods Finance Company 6.750%, 08/01/2025 (r)		23,779,000		22,708,945
TopBuild Corp. 5.625%, 05/01/2026 (r)		16,827,000		16,195,988
Tutor Perini Corp. 6.875%, 05/01/2025 (r)		17,519,000		17,584,696
Weekley Homes LLC / Weekley Finance Corp. 6.000%, 02/01/2023		26,230,000		25,672,613
Zachry Holdings, Inc. 7.500%, 02/01/2020 (r)		24,012,000		23,861,925
				106,024,167

	Principal Amount		Value
*Building Materials — 3.13%*
Beacon Roofing Supply, Inc. 4.875%, 11/01/2025 (r)	$	16,835,000	$	15,656,550
Builders FirstSource, Inc. 5.625%, 09/01/2024 (r)		20,523,000		20,086,886
FBM Finance, Inc. 8.250%, 08/15/2021 (r)		8,369,000		8,756,066
Standard Industries, Inc. 6.000%, 10/15/2025 (r)		19,797,000		19,945,478
WESCO Distribution, Inc. 5.375%, 06/15/2024		20,873,000		20,585,996
				85,030,976
*Cable & Satellite TV — 4.58%*
Altice France SA 6.000%, 05/15/2022 (r)		12,975,000		13,072,312
Altice Luxembourg SA 7.625%, 02/15/2025 (r)		20,301,000		18,753,049
Cable One, Inc. 5.750%, 06/15/2022 (r)		14,845,000		15,179,012
CCO Holdings LLC / CCO Holdings Capital Corp. 5.375%, 05/01/2025 (r)		11,234,000		10,896,980
5.750%, 02/15/2026 (r)		24,792,000		24,420,120
Virgin Media Finance PLC 6.375%, 04/15/2023 (r)		10,973,000		11,027,865
Virgin Media Secured Finance PLC 5.250%, 01/15/2026 (r)		12,411,000		11,526,716
VTR Finance BV 6.875%, 01/15/2024 (r)		19,410,000		19,574,015
				124,450,069
*Chemicals — 3.90%*
Alpha 3 BV / Alpha US Bidco, Inc. 6.250%, 02/01/2025 (r)		20,675,000		20,416,562
The Chemours Company 7.000%, 05/15/2025 (c)		12,986,000		13,992,415
Hexion, Inc. 6.625%, 04/15/2020 (c)		23,045,000		21,636,950

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
Momentive Performance Materials, Inc. 3.880%, 10/24/2021 (c)	$	24,294,000	$	25,569,435
Momentive Performance Materials, Inc. — Escrow 8.875%, 10/15/2020 (Acquired 10/29/2014 — 11/24/2015, Cost $13) (a) (f) (i) (m) (u)		24,222,000		0
Platform Specialty Products Corp. 6.500%, 02/01/2022 (r)		13,101,000		13,363,020
5.875%, 12/01/2025 (r)		11,290,000		11,050,088
				106,028,470
*Consumer/Commercial/Lease Financing — 2.39%*
Credit Acceptance Corp. 6.125%, 02/15/2021		17,536,000		17,689,440
7.375%, 03/15/2023		3,886,000		4,031,725
DAE Funding LLC 5.000%, 08/01/2024 (r)		21,942,000		21,130,146
Park Aerospace Holdings Ltd. 5.500%, 02/15/2024 (r)		22,260,000		22,032,725
				64,884,036
*Department Stores — 1.05%*
JC Penney Corp., Inc. 5.875%, 07/01/2023 (r)		21,250,000		20,001,562
8.625%, 03/15/2025 (r)		10,078,000		8,566,300
				28,567,862
*Diversified Capital Goods — 0.98%*
EnPro Industries, Inc. 5.875%, 09/15/2022		7,967,000		8,166,175
Matthews International Corp. 5.250%, 12/01/2025 (r)		19,230,000		18,460,800
				26,626,975
*Electric — Generation — 1.04%*
NRG Energy, Inc. 7.250%, 05/15/2026		13,883,000		14,854,810
Vistra Energy Corp. 7.625%, 11/01/2024 (c)		12,399,000		13,282,429
				28,137,239
*Electronics — 0.51%*
Sensata Technologies BV 5.625%, 11/01/2024 (r)		13,262,000		13,809,058
*Energy — Exploration & Production — 8.07%*
Bellatrix Exploration Ltd. 8.500%, 05/15/2020 (i) (r)		21,501,000		14,405,670
Callon Petroleum Company 6.375%, 07/01/2026 (r)		16,710,000		16,814,437
Comstock Resources, Inc. 10.000% Cash or 12.250% PIK, 03/15/2020 (p)		12,701,000		13,336,050
HighPoint Operating Corp. 8.750%, 06/15/2025 (i)		14,135,000		15,195,125
Jonah Energy LLC / Jonah Energy Finance Corp. 7.250%, 10/15/2025 (r)		20,563,000		16,707,437

	Principal Amount		Value
Kosmos Energy Ltd. 7.875%, 08/01/2021 (r)	$	22,225,000	$	22,697,281
Lonestar Resources America, Inc. 11.250%, 01/01/2023 (r)		17,583,000		18,769,852
Moss Creek Resources Holdings, Inc. 7.500%, 01/15/2026 (r)		20,175,000		19,789,859
PetroQuest Energy, Inc. 1.000% Cash and 9.000% PIK, 02/15/2021 (i) (p)		23,285,081		10,827,563
Sanchez Energy Corp. 6.125%, 01/15/2023 (c)		28,371,000		19,363,208
Ultra Resources, Inc. 7.125%, 04/15/2025 (r)		19,687,000		13,928,553
Unit Corp. 6.625%, 05/15/2021		17,649,000		17,693,123
Whiting Petroleum Corp. 6.625%, 01/15/2026 (r)		19,245,000		19,870,463
				219,398,621
*Food — Wholesale — 1.46%*
Pinnacle Operating Corp. 9.000%, 05/15/2023 (i) (r)		21,872,134		20,778,527
TreeHouse Foods, Inc. 6.000%, 02/15/2024 (r)		18,379,000		18,866,044
				39,644,571
*Forestry/Paper — 2.87%*
Boise Cascade Company 5.625%, 09/01/2024 (r)		15,308,000		15,422,810
Enviva Partners LP / Enviva Partners Finance Corp. 8.500%, 11/01/2021		20,095,000		20,974,156
Neenah, Inc. 5.250%, 05/15/2021 (i) (r)		16,618,000		16,638,773
Rayonier AM Products, Inc. 5.500%, 06/01/2024 (r)		26,326,000		24,878,070
				77,913,809
*Gaming — 2.19%*
Boyd Gaming Corp. 6.000%, 08/15/2026 (r)		13,655,000		13,535,519
Jacobs Entertainment, Inc. 7.875%, 02/01/2024 (r)		15,772,000		16,521,170
Penn National Gaming, Inc. 5.625%, 01/15/2027 (r)		18,679,000		17,651,655
Rivers Pittsburgh Borrower LP / Rivers Pittsburgh Finance Corp. 6.125%, 08/15/2021 (r)		12,030,000		11,939,775
				59,648,119
*Gas Distribution — 3.45%*
American Midstream Partners LP / American Midstream Finance Corp. 8.500%, 12/15/2021 (r)		18,193,000		17,920,105
Cheniere Corpus Christi Holdings LLC 5.875%, 03/31/2025		17,064,000		17,810,550

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
Holly Energy Partners LP / Holly Energy Finance Corp. 6.000%, 08/01/2024 (r)	$	20,743,000	$	21,054,145
PBF Logistics LP / PBF Logistics Finance Corp. 6.875%, 05/15/2023		18,391,000		18,643,876
Rockpoint Gas Storage Canada Ltd. 7.000%, 03/31/2023 (r)		18,130,000		18,220,650
				93,649,326
*Health Facilities — 3.59%*
CHS / Community Health Systems, Inc. 6.875%, 02/01/2022		17,518,000		9,021,770
6.250%, 03/31/2023		17,470,000		16,072,400
8.625%, 01/15/2024 (e) (r)		3,380,000		3,397,238
HCA, Inc. 5.375%, 02/01/2025 (c)		20,541,000		20,278,075
5.250%, 06/15/2026		8,129,000		8,094,045
LifePoint Health, Inc. 5.875%, 12/01/2023		19,601,000		19,576,499
Tenet Healthcare Corp. 6.750%, 06/15/2023 (c)		21,016,000		20,989,730
				97,429,757
*Health Services — 0.61%*
DaVita, Inc. 5.000%, 05/01/2025		17,601,000		16,610,944
*Hotels — 0.58%*
Wyndham Hotels & Resorts, Inc. 5.375%, 04/15/2026 (r)		15,860,000		15,820,350
*Machinery — 1.58%*
Cleaver-Brooks, Inc. 7.875%, 03/01/2023 (r)		13,608,000		14,050,260
Itron, Inc. 5.000%, 01/15/2026 (r)		16,880,000		16,073,136
Welbilt, Inc. 9.500%, 02/15/2024		11,655,000		12,893,344
				43,016,740
*Managed Care — 0.53%*
Centene Escrow I Corp. 5.375%, 06/01/2026 (r)		14,202,000		14,423,977
*Media — Diversified — 0.77%*
National CineMedia LLC 5.750%, 08/15/2026		22,840,000		20,955,700
*Media Content — 1.43%*
Salem Media Group, Inc. 6.750%, 06/01/2024 (r)		20,684,000		18,874,150
Townsquare Media, Inc. 6.500%, 04/01/2023 (r)		22,246,000		20,104,822
				38,978,972

	Principal Amount		Value
*Medical Products — 1.86%*
DJO Finance LLC / DJO Finance Corp. 8.125%, 06/15/2021 (r)	$	16,390,000	$	16,671,908
Halyard Health, Inc. 6.250%, 10/15/2022		17,030,000		17,540,900
Hill-Rom Holdings, Inc. 5.750%, 09/01/2023 (r)		15,976,000		16,335,460
				50,548,268
*Metals/Mining Excluding Steel — 2.90%*
Century Aluminum Company 7.500%, 06/01/2021 (r)		23,408,000		23,700,600
Grinding Media, Inc. / Moly-Cop AltaSteel Ltd. 7.375%, 12/15/2023 (r)		16,132,000		16,857,940
Kaiser Aluminum Corp. 5.875%, 05/15/2024		12,437,000		12,716,833
New Day Aluminum LLC 4.000% Cash and 6.000% PIK, 10/28/2020 (Acquired 10/28/2016 — 06/30/2018, Cost $122,947) (f) (i) (m) (p) (u)		374,835		374,835
4.000% Cash and 6.000% PIK, 10/28/2020 (Acquired 10/28/2016 — 06/30/2018, Cost $305,882) (f) (i) (m) (p) (u)		1,008,464		974,630
Rain CII Carbon LLC / CII Carbon Corp. 7.250%, 04/01/2025 (r)		23,739,000		24,213,780
				78,838,618
*Oil Field Equipment & Services — 5.50%*
Exterran Energy Solutions LP / EES Finance Corp. 8.125%, 05/01/2025		14,037,000		14,844,127
KCA Deutag UK Finance PLC 9.875%, 04/01/2022 (r)		19,789,000		20,550,679
9.625%, 04/01/2023 (r)		3,352,000		3,406,470
McDermott Technology Americas, Inc. / McDermott Technology US, Inc. 10.625%, 05/01/2024 (r)		20,386,000		21,303,370
PHI, Inc. 5.250%, 03/15/2019		23,221,000		22,814,632
SESI LLC 7.750%, 09/15/2024		20,753,000		21,401,531
Shelf Drilling Holdings Ltd. 8.250%, 02/15/2025 (r)		23,862,000		24,130,448
Transocean, Inc. 9.000%, 07/15/2023 (r)		19,428,000		20,982,240
				149,433,497
*Oil Refining & Marketing — 1.15%*
Calumet Specialty Products Partners LP / Calumet Finance Corp. 6.500%, 04/15/2021		17,746,000		17,746,000
PBF Holding Company LLC / PBF Finance Corp. 7.250%, 06/15/2025		12,795,000		13,482,731
				31,228,731

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
*Packaging — 1.01%*
Plastipak Holdings, Inc. 6.250%, 10/15/2025 (r)	$	17,634,000	$	16,311,450
Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC 5.125%, 07/15/2023 (r)		11,159,000		11,033,461
				27,344,911
*Personal & Household Products — 1.45%*
Central Garden & Pet Company 6.125%, 11/15/2023		10,321,000		10,720,939
Energizer Gamma Acquisition, Inc. 6.375%, 07/15/2026 (e) (r)		13,545,000		13,798,969
Vista Outdoor, Inc. 5.875%, 10/01/2023		15,507,000		14,847,952
				39,367,860
*Pharmaceuticals — 3.43%*
AMAG Pharmaceuticals, Inc. 7.875%, 09/01/2023 (r)		21,374,000		22,683,157
Endo Dac / Endo Finance LLC / Endo Finco, Inc. 6.000%, 07/15/2023 (r)		21,865,000		18,093,288
Mallinckrodt International Finance SA / Mallinckrodt CB LLC 5.625%, 10/15/2023 (r)		25,857,000		21,681,095
Valeant Pharmaceuticals International, Inc. 7.000%, 03/15/2024 (r)		10,189,000		10,695,291
6.125%, 04/15/2025 (r)		21,611,000		19,990,175
				93,143,006
*Printing & Publishing — 2.34%*
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (r)		20,284,000		19,574,060
8.375%, 08/15/2022 (r)		6,619,000		6,519,715
LSC Communications, Inc. 8.750%, 10/15/2023 (r)		19,875,000		19,552,031
Multi-Color Corp. 4.875%, 11/01/2025 (r)		19,289,000		18,011,104
				63,656,910
*Recreation & Travel — 1.16%*
Interval Acquisition Corp. 5.625%, 04/15/2023		10,634,000		10,773,518
Silversea Cruise Finance Ltd. 7.250%, 02/01/2025 (r)		19,185,000		20,817,644
				31,591,162

	Principal Amount		Value
*Software/Services — 2.58%*
First Data Corp. 7.000%, 12/01/2023 (r)	$	12,481,000	$	13,031,162
j2 Cloud Services LLC / j2 Global Co-Obligor, Inc. 6.000%, 07/15/2025 (r)		13,729,000		13,969,258
Nuance Communications, Inc. 5.625%, 12/15/2026		16,610,000		16,319,491
PTC, Inc. 6.000%, 05/15/2024		11,334,000		11,815,695
VeriSign, Inc. 5.250%, 04/01/2025		14,614,000		14,865,361
				70,000,967
*Specialty Retail — 1.46%*
Murphy Oil USA, Inc. 5.625%, 05/01/2027		17,075,000		16,754,844
PetSmart, Inc. 7.125%, 03/15/2023 (r)		5,933,000		4,012,488
5.875%, 06/01/2025 (r)		24,455,000		18,891,487
				39,658,819
*Support — Services — 3.90%*
AECOM 5.875%, 10/15/2024 (c)		17,354,000		17,983,082
Aptim Corp. 7.750%, 06/15/2025 (r)		21,348,000		17,398,620
The GEO Group, Inc. 5.875%, 10/15/2024		22,289,000		22,066,110
Herc Rentals, Inc. 7.750%, 06/01/2024 (r)		20,139,000		21,599,078
Sotheby's 4.875%, 12/15/2025 (r)		13,882,000		13,361,425
Staples, Inc. 8.500%, 09/15/2025 (r)		14,590,000		13,641,650
				106,049,965
*Technology Hardware & Equipment — 1.72%*
CDW LLC / CDW Finance Corp. 5.500%, 12/01/2024		12,384,000		12,693,600
CommScope Technologies LLC 6.000%, 06/15/2025 (r)		19,820,000		20,340,275
Ingram Micro, Inc. 5.450%, 12/15/2024		13,827,000		13,700,833
				46,734,708
*Telecom — Wireless — 0.80%*
Telesat Canada / Telesat LLC 8.875%, 11/15/2024 (r)		20,359,000		21,835,028
*Telecom — Wireline Integrated & Services — 1.23%*
Sable International Finance Ltd. 6.875%, 08/01/2022 (r)		13,420,000		13,852,124
Uniti Group LP / Uniti Group Finance, Inc. / CSL Capital LLC 8.250%, 10/15/2023		20,279,000		19,471,896
				33,324,020

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
*Transport Infrastructure/Services — 1.19%*
GasLog Ltd. 8.875%, 03/22/2022 (i)	$	18,985,000	$	19,791,863
XPO Logistics, Inc. 6.500%, 06/15/2022 (r)		12,279,000		12,632,021
				32,423,884
Total corporate bonds (Cost $2,425,636,967)				2,382,598,955
TERM LOANS — 3.60%
*Building Materials — 0.61%*
Foundation Building Materials TBD, 05/11/2025 (Acquired 05/11/2018 — 06/19/2018, Cost $16,519,863) (e) (m)		16,500,000		16,484,572
*Energy — Exploration & Production — 0.62%*
Fieldwood Energy LLC 7.230% (1 Month LIBOR USD + 5.250%), 04/11/2022 (Acquired 04/11/2018, Cost $7,228,724) (b) (m)		7,248,658		7,274,898
9.230% (1 Month LIBOR USD + 7.250%), 04/11/2023 (Acquired 04/11/2018, Cost $9,442,877) (b) (m)		9,785,808		9,524,821
				16,799,719
*Managed Care — 0.30%*
Wink Holdco, Inc. 4.980% (1 Month LIBOR USD + 3.000%), 12/02/2024 (Acquired 11/02/2017 — 12/20/2017, Cost $8,225,987) (b) (m)		8,208,750		8,168,978
*Oil Field Equipment & Services — 0.09%*
Iracore International Holdings, Inc. 11.125% (1 Month LIBOR USD + 9.000%), 04/13/2021 (Acquired 04/13/2017, Cost $2,590,943) (b) (f) (i) (m) (u)		2,590,943		2,590,943
*Specialty Retail — 1.49%*
Boardriders, Inc. 8.480% (1 Month LIBOR USD + 6.500%), 04/23/2024 (Acquired 03/21/2018, Cost $11,487,831) (b) (m)		11,720,000		11,720,000
Office Depot, Inc. 9.125% (1 Month LIBOR USD + 7.000%), 11/08/2022 (Acquired 11/03/2017 — 12/20/2017, Cost $11,549,343) (b) (m)		11,808,500		12,125,854
Staples, Inc. 5.787% (2 Month LIBOR USD + 4.000%), 09/12/2024 (Acquired 08/15/2017 — 01/26/2018, Cost $16,723,836) (b) (m)		16,765,750		16,569,339
				40,415,193
*Transportation Excluding Air/Rail — 0.49%*
International Seaways Operating Corp. 7.990% (1 Month LIBOR USD + 6.000%), 06/22/2022 (Acquired 06/20/2017 — 08/07/2017, Cost $13,203,089) (b) (m)		13,417,000		13,442,157
Total term loans (Cost $96,972,493)				97,901,562

PREFERRED STOCKS — 1.07%	Shares Held		Value
*Banking — 0.66%*
Royal Bank of Scotland Group PLC — Series S, 6.600%		695,347	$	17,856,511
*Food — Wholesale — 0.41%*
Pinnacle Agriculture Enterprises LLC (Acquired 03/10/2017, Cost $11,192,395) (a) (f) (i) (m) (u)		15,232,907		11,272,351
Total preferred stocks (Cost $26,560,744)				29,128,862
COMMON STOCKS — 2.78%
*Automakers — 0.00%*
General Motors Company — Escrow (Acquired 11/17/2009 — 04/06/2011, Cost $0) (a) (f) (i) (m) (u)		352,400		0
*Energy — Exploration & Production — 0.28%*
Fieldwood Energy, Inc. (Acquired 05/03/2018, Cost $1,705,030) (a) (i) (m)		30,033		1,576,733
Fieldwood Energy, Inc. (Acquired 05/03/2018, Cost $2,595,253) (a) (i) (m)		111,241		5,840,152
Warren Resources, Inc. (Acquired 11/23/2016, Cost $160,767) (a) (f) (i) (m) (u)		116,226		160,741
				7,577,626
*Metals/Mining Excluding Steel — 1.60%*
American Zinc Recycling LLC (Acquired 07/19/2012 — 09/30/2016, Cost $35,758,540) (a) (f) (i) (o) (m) (u)		76,444		30,319,984
CB Noranda Aluminum Acquisition Corp. — Escrow (Acquired 03/01/2013 – 11/29/2017, Cost $0) (a) (f) (i) (m) (u)		18,476,000		0
GHW Holdco LLC (Acquired 10/28/2016 — 10/23/2017, Cost $541,999) (a) (f) (i) (m) (o) (u)		27		1,339,581
RA Parent, Inc. (Acquired 12/23/2014 — 01/18/2018, Cost $17,853,515) (a) (f) (i) (m) (o) (u)		288		11,731,221
				43,390,786
*Oil Field Equipment & Services — 0.17%*
Iracore Investments Holdings, Inc. — Class A (Acquired 04/13/2017, Cost $4,696,250) (a) (f) (i) (m) (o) (u)		22,092		4,696,318
*Specialty Retail — 0.73%*
Quiksilver, Inc. (Acquired 07/11/2013 — 05/12/2016, Cost $28,586,327) (a) (f) (i) (m) (u)		582,983		19,821,422
Total common stocks (Cost $91,897,681)				75,486,152

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

Schedule of Investments — June 30, 2018

Hotchkis & Wiley High Yield Fund

WARRANTS — 0.03%	Shares Held		Value
*Energy — Exploration & Production — 0.03%*
Lonestar Resources America, Inc. (Acquired 08/19/2016 — 09/30/2016, Cost $763,200) (a) (f) (i) (m) Expiration: December 2021, Exercise Price $5.00		180,000	$	619,200
Total warrants (Cost $763,200)				619,200
Total long-term investments (Cost $2,641,831,085)				2,585,734,731
SHORT-TERM INVESTMENTS — 4.66%
*Money Market Funds — 2.21%*
JPMorgan U.S. Government Money Market Fund — Class IM, 1.84%, 07/02/2018^		60,116,628		60,116,628
	Principal Amount
*Time Deposits — 2.45%*
Standard Chartered Bank, 1.27%, 07/02/2018*	$	66,622,057		66,622,057
Total short-term investments (Cost $126,738,685)				126,738,685
Total investments — 99.82% (Cost $2,768,569,770)				2,712,473,416
Other assets in excess of liabilities — 0.18%				4,955,379
Net assets — 100.00%			$	2,717,428,795

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at June 30, 2018.

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

(e) — Delayed delivery security.

(f) — Security was fair valued under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees. The total market value of these securities was $83,901,226, which represented 3.09% 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 $186,628,730, which represented 6.87% of net assets.

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

(p) — Payment in-kind (PIK) security.

(u) — Value determined using significant unobservable inputs.

LIBOR — London Interbank Offered Rate

USD — United States Dollar

^ — Rate shown is the 7-day yield as of June 30, 2018.

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

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

Statements of Assets & Liabilities

JUNE 30, 2018

	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	$	107,287,759		$	421,559,506		$	1,821,478,181		$	782,177,891		$	41,895,169
Affiliated issuers		—			—			37,708,315			3,568,481			—
Collateral for securities on loan*		416,970			1,663,360			29,260,359			32,363,992			—
Short-term investments*		—			7,045,829			36,697,938			16,614,084			1,784,361
Dividends and interest receivable		253,151			1,078,281			2,106,920			936,708			30,808
Receivable for investments sold		572,552			—			3,004,353			—			—
Receivable for Fund shares sold		13,943			578,765			1,456,302			1,549,888			50,378
Other assets		10,014			36,639			48,203			31,667			7,654
Total assets	$	108,554,389		$	431,962,380		$	1,931,760,571		$	837,242,711		$	43,768,370
Liabilities:
Collateral upon return of securities on loan	$	416,970		$	1,663,360		$	29,260,359		$	32,363,992		$	—
Payable for investments purchased		—			—			12,267,084			1,955,505			739,599
Payable for Fund shares repurchased		49,642			397,912			2,950,011			2,046,618			505
Payable to Advisor		71,999			266,880			1,180,805			500,544			13,789
Payable to Trustees		32			110			533			217			8
Accrued distribution and service fees		52,052			216,137			317,887			109,534			1,749
Cash overdraft		182,370			—			—			—			—
Accrued expenses and other liabilities		64,767			163,719			638,130			320,249			50,011
Total liabilities		837,832			2,708,118			46,614,809			37,296,659			805,661
Commitments and contingencies (Note 8)
Net assets	$	107,716,557		$	429,254,262		$	1,885,145,762		$	799,946,052		$	42,962,709
Net Assets consist of:
Paid-in capital	$	147,715,245		$	452,361,146		$	1,759,355,457		$	664,809,574		$	38,795,662
Undistributed net investment income (loss)		1,280,233			4,631,157			(322,010	)		2,099,354			127,246
Undistributed net realized gain (loss)		(28,840,212	)		(269,090	)		(26,718,695	)		30,159,633			2,528,285
Net unrealized appreciation (depreciation) of:
Unaffiliated issuers and foreign currency transactions		(12,438,709	)		(27,468,951	)		242,344,959			126,711,503			1,511,516
Affiliated issuers		—			—			(89,513,949	)		(23,834,012	)		—
Net assets	$	107,716,557		$	429,254,262		$	1,885,145,762		$	799,946,052		$	42,962,709
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class I
Net assets	$	65,503,031		$	276,930,318		$	1,609,001,585		$	715,194,012		$	40,127,883
Shares outstanding (unlimited shares $0.001 par value authorized)		3,483,380			8,249,637			40,553,074			11,193,396			3,287,683
Net asset value per share	$	18.80		$	33.57		$	39.68		$	63.89		$	12.21
Calculation of Net Asset Value Per Share — Class A
Net assets	$	39,615,883		$	131,275,535		$	230,105,320		$	70,927,995		$	2,834,826
Shares outstanding (unlimited shares $0.001 par value authorized)		2,101,378			3,935,467			5,896,006			1,117,105			233,475
Net asset value per share	$	18.85		$	33.36		$	39.03		$	63.49		$	12.14
Public Offering Price Per Share — Class A
(Net asset value per share divided by 0.9475)	$	19.89		$	35.21		$	41.19		$	67.01		$	12.81
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class C
Net assets	$	2,597,643		$	14,160,747		$	39,383,132		$	13,824,045
Shares outstanding (unlimited shares $0.001 par value authorized)		139,385			433,355			1,160,837			262,544
Net asset value per share	$	18.64		$	32.68		$	33.93		$	52.65
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class R
Net assets				$	6,887,662		$	6,655,725
Shares outstanding (unlimited shares $0.001 par value authorized)					205,245			170,572
Net asset value per share				$	33.56		$	39.02
*Cost of long-term investments
Unaffiliated issuers	$	119,726,468		$	449,028,457		$	1,579,133,222		$	655,466,489		$	40,383,653
Affiliated issuers		—			—			127,222,264			27,402,493			—
*Cost of collateral for securities on loan		416,970			1,663,360			29,260,359			32,363,992			—
*Cost of short-term investments		—			7,045,829			36,697,938			16,614,084			1,784,361

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

Statements of Assets & Liabilities

JUNE 30, 2018

	Global Value Fund		International Value Fund		Value Opportunities Fund		Capital Income Fund			High Yield Fund
Assets:
Long-term investments, at value*
Unaffiliated issuers	$	9,689,282	$	2,554,683	$	607,098,106	$	36,415,804		$	2,537,647,627
Affiliated issuers		—		—		24,980,223		—			48,087,104
Collateral for securities on loan*		—		—		25,188,204		—			—
Short-term investments*		83,428		—		7,668,509		370,218			126,738,685
Cash denominated in foreign currencies#		—		550		—		—			—
Cash collateral for futures		—		—		312,430		—			—
Cash collateral for options		—		—		2,686		—			—
Dividends and interest receivable		27,681		10,152		1,731,973		310,353			42,278,279
Receivable for investments sold		—		15,566		1,183,483		55,354			4,593,462
Receivable for Fund shares sold		—		—		753,735		78,007			3,524,850
Receivable from Advisor		7,162		9,291		—		—			—
Other assets		7,083		3,428		15,528		14,426			82,006
Total assets	$	9,814,636	$	2,593,670	$	668,934,877	$	37,244,162		$	2,762,952,013
Liabilities:
Collateral upon return of securities on loan	$	—	$	—	$	25,188,204	$	—		$	—
Payable for investments purchased		51,337		4,729		3,326,696		278,979			38,000,561
Payable for variation margin		—		—		128,300		—			—
Payable for Fund shares repurchased		—		—		357,805		57,578			2,292,870
Payable to Advisor		—		—		396,268		8,400			1,073,462
Payable to Trustees		3		1		173		11			788
Accrued distribution and service fees		1,188		—		196,045		8,529			266,920
Distributions payable to shareholders		—		—		—		21,381			3,138,730
Cash overdraft		—		6,816		—		—			—
Accrued expenses and other liabilities		43,631		39,573		209,335		54,080			749,887
Total liabilities		96,159		51,119		29,802,826		428,958			45,523,218
Commitments and contingencies (Note 8)
Net assets	$	9,718,477	$	2,542,551	$	639,132,051	$	36,815,204		$	2,717,428,795
Net Assets consist of:
Paid-in capital	$	8,482,401	$	2,244,680	$	550,713,961	$	36,104,174		$	2,887,420,004
Undistributed net investment income (loss)		50,116		16,649		1,949,167		(4,358	)		92,301
Undistributed net realized gain (loss)		354,228		99,188		40,567,754		(1,117,043	)		(113,987,156	)
Net unrealized appreciation (depreciation) of:
Unaffiliated issuers and foreign currency transactions		831,732		182,034		42,904,638		1,832,431			(45,333,153	)
Affiliated issuers		—		—		2,837,500		—			(10,763,201	)
Futures contracts		—		—		159,031		—			—
Net assets	$	9,718,477	$	2,542,551	$	639,132,051	$	36,815,204		$	2,717,428,795
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class I
Net assets	$	8,986,604	$	2,542,551	$	453,183,650	$	20,004,707		$	1,918,320,012
Shares outstanding (unlimited shares $0.001 par value authorized)		675,508		219,778		14,915,663		1,558,586			161,245,052
Net asset value per share	$	13.30	$	11.57	$	30.38	$	12.84		$	11.90
Calculation of Net Asset Value Per Share — Class A
Net assets	$	731,873			$	136,324,506	$	16,810,497		$	466,959,749
Shares outstanding (unlimited shares $0.001 par value authorized)		55,112				4,483,805		1,258,178			39,488,112
Net asset value per share	$	13.28			$	30.40	$	13.36		$	11.83
Public Offering Price Per Share — Class A
(Net asset value per share divided by 0.9475)	$	14.02			$	32.08
(Net asset value per share divided by 0.9525)							$	14.03
(Net asset value per share divided by 0.9625)										$	12.29
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class C
Net assets					$	49,623,895				$	3,379,673
Shares outstanding (unlimited shares $0.001 par value authorized)						1,758,256					284,139
Net asset value per share					$	28.22				$	11.89
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class Z
Net assets										$	328,769,361
Shares outstanding (unlimited shares $0.001 par value authorized)											27,619,814
Net asset value per share										$	11.90
*Cost of long-term investments
Unaffiliated issuers	$	8,857,576	$	2,372,622	$	564,195,728	$	34,583,327		$	2,582,980,780
Affiliated issuers		—		—		22,142,723		—			58,850,305
*Cost of collateral for securities on loan		—		—		25,188,204		—			—
*Cost of short-term investments		83,428		—		7,668,513		370,218			126,738,685
#Cost of cash denominated in foreign currencies	$	—	$	545	$	—	$	—		$	—

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

Statements of Operations

FOR THE YEAR ENDED JUNE 30, 2018

	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	$	2,463,123		$	9,136,049	$	23,032,788		$	10,934,271		$	428,484
Interest		5,712			35,946		299,368			75,808			5,437
Securities on loan, net		11,780			44,506		1,118,550			623,450			—
Total income		2,480,615			9,216,501		24,450,706			11,633,529			433,921
Expenses:
Advisory fees		845,257			3,042,093		14,308,556			5,854,964			165,558
Professional fees and expenses		32,116			42,242		94,252			55,483			26,940
Custodian fees and expenses		11,774			18,450		73,142			28,884			14,660
Transfer agent fees and expenses		134,790			595,223		3,104,163			1,441,943			26,603
Accounting fees and expenses		20,144			52,163		220,157			94,758			55,839
Administration fees and expenses		36,008			126,499		591,752			242,790			35,163
Trustees' fees and expenses		9,183			33,358		156,683			62,988			1,895
Reports to shareholders		1,413			30,206		174,017			69,463			4,445
Registration fees		48,620			71,139		75,759			57,353			33,964
Distribution and service fees — Class A		102,739			338,013		619,931			196,740			3,015
Distribution and service fees — Class C		27,399			160,236		446,789			151,136			—
Distribution and service fees — Class R		—			48,623		50,513			—			—
Other expenses		10,233			28,525		114,894			47,464			4,732
Total expenses		1,279,676			4,586,770		20,030,608			8,303,966			372,814
Fee waiver/expense reimbursement by Advisor (Note 2)		(78,879	)		—		—			—			(140,566	)
Net expenses		1,200,797			4,586,770		20,030,608			8,303,966			232,248
Net investment income		1,279,818			4,629,731		4,420,098			3,329,563			201,673
Realized and Unrealized Gains (Losses):
Net realized gains (losses) from:
Sales of unaffiliated issuers		(1,069,491	)		29,838,656		(2,951,849	)		61,976,684			4,735,623
Sales of affiliated issuers		—			—		(1,248,950	)		—			—
Foreign currency transactions		415			1,427		8,605			(13,207	)		23
Net realized gains (losses)		(1,069,076	)		29,840,083		(4,192,194	)		61,963,477			4,735,646
Net change in unrealized appreciation (depreciation) of: Securities of unaffiliated issuers and foreign currency transactions		10,500,294			2,301,915		275,783,254			24,797,166			(1,021,186	)
Securities of affiliated issuers		—			—		(23,803,312	)		7,926,107			—
Net change in unrealized appreciation (depreciation)		10,500,294			2,301,915		251,979,942			32,723,273			(1,021,186	)
Net gains		9,431,218			32,141,998		247,787,748			94,686,750			3,714,460
Net Increase in Net Assets Resulting from Operations	$	10,711,036		$	36,771,729	$	252,207,846		$	98,016,313		$	3,916,133
*Net of Foreign Taxes Withheld	$	38,552		$	153,189	$	543,911		$	403,841		$	1,259

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

Statements of Operations

FOR THE YEAR ENDED JUNE 30, 2018

	Global Value Fund			International Value Fund			Value Opportunities Fund			Capital Income Fund			High Yield Fund
Investment income:
Dividends*
Unaffiliated issuers	$	169,244		$	52,410		$	9,289,181		$	431,855		$	1,784,491
Interest		1,069			389			3,879,556			1,263,982			179,695,470
Securities on loan, net		—			—			484,324			—			—
Total income		170,313			52,799			13,653,061			1,695,837			181,479,961
Expenses:
Advisory fees		70,657			21,910			4,427,030			254,073			15,034,909
Professional fees and expenses		25,724			23,184			43,852			26,611			181,864
Custodian fees and expenses		7,406			6,336			44,520			18,742			74,541
Transfer agent fees and expenses		32,466			15,243			753,112			47,665			3,132,207
Accounting fees and expenses		41,922			45,240			75,773			65,339			343,029
Administration fees and expenses		31,441			31,838			184,255			30,002			853,399
Trustees' fees and expenses		698			206			46,451			3,238			222,924
Reports to shareholders		3,600			3,380			36,447			6,606			172,192
Registration fees		34,764			4,419			70,903			35,540			143,305
Distribution and service fees — Class A		1,196			—			335,745			47,119			1,274,357
Distribution and service fees — Class C		—			—			534,748			—			34,043
Other expenses		3,952			3,105			32,272			5,585			151,319
Total expenses		253,826			154,861			6,585,108			540,520			21,618,089
Fee waiver/expense reimbursement by Advisor (Note 2)		(155,477	)		(125,219	)		—			(180,696	)		(1,206,111	)
Net expenses		98,349			29,642			6,585,108			359,824			20,411,978
Net investment income		71,964			23,157			7,067,953			1,336,013			161,067,983
Realized and Unrealized Gains (Losses):
Net realized gains (losses) from:
Sales of unaffiliated issuers		647,005			155,083			60,006,478			2,055,413			(11,071,526	)
Foreign currency transactions		(2,576	)		(956	)		(88,556	)		(2,365	)		(830	)
Credit default swap contracts		—			—			—			(8,259	)		(1,479,429	)
Futures contracts		—			—			1,005,743			—			—
Net realized gains (losses)		644,429			154,127			60,923,665			2,044,789			(12,551,785	)
Net change in unrealized appreciation (depreciation) of: Securities of unaffiliated issuers and foreign currency transactions		61,872			(93,077	)		(3,330,745	)		(961,552	)		(79,373,854	)
Securities of affiliated issuers		—			—			2,837,481			—			5,507,303
Credit default swap contracts		—			—			—			(1,510	)		(271,744	)
Futures contracts		—			—			219,556			—			—
Net change in unrealized appreciation (depreciation)		61,872			(93,077	)		(273,708	)		(963,062	)		(74,138,295	)
Net gains (losses)		706,301			61,050			60,649,957			1,081,727			(86,690,080	)
Net Increase in Net Assets Resulting from Operations	$	778,265		$	84,207		$	67,717,910		$	2,417,740		$	74,377,903
*Net of Foreign Taxes Withheld	$	9,173		$	4,666		$	263,805		$	17,957		$	—

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

Statements of Changes in Net Assets

	Diversified Value Fund						Large Cap Value Fund
	Year ended June 30, 2018			Year ended June 30, 2017			Year ended June 30, 2018			Year ended June 30, 2017
Operations:
Net investment income	$	1,279,818		$	1,972,254		$	4,629,731		$	5,848,670
Net realized gains (losses)		(1,069,076	)		(26,805,493	)		29,840,083			15,479,924
Net change in unrealized appreciation		10,500,294			68,420,848			2,301,915			87,865,394
Net increase in net assets resulting from operations		10,711,036			43,587,609			36,771,729			109,193,988
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(1,291,066	)		(4,250,963	)		(3,696,306	)		(6,008,031	)
Class A		(657,010	)		(2,029,291	)		(1,968,759	)		(2,463,997	)
Class C		(23,932	)		(130,512	)		(84,374	)		(130,596	)
Class R		—			—			(98,106	)		(223,583	)
Net realized gains:
Class I		—			—			—			—
Class A		—			—			—			—
Class C		—			—			—			—
Class R		—			—			—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(1,972,008	)		(6,410,766	)		(5,847,545	)		(8,826,207	)
Capital Share Transactions:
Net decrease in net assets resulting from capital share transactions		(13,183,311	)		(308,922,204	)		(37,501,866	)		(146,809,432	)
Net Assets:
Total decrease in net assets		(4,444,283	)		(271,745,361	)		(6,577,682	)		(46,441,651	)
Beginning of year		112,160,840			383,906,201			435,831,944			482,273,595
End of year	$	107,716,557		$	112,160,840		$	429,254,262		$	435,831,944
Undistributed net investment income	$	1,280,233		$	1,972,008		$	4,631,157		$	5,847,544

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

Statements of Changes in Net Assets

	Mid-Cap Value Fund						Small Cap Value Fund
	Year ended June 30, 2018			Year ended June 30, 2017			Year ended June 30, 2018			Year ended June 30, 2017
Operations:
Net investment income	$	4,420,098		$	4,425,405		$	3,329,563		$	2,376,090
Net realized gains (losses)		(4,192,194	)		126,462,466			61,963,477			80,480,851
Net change in unrealized appreciation		251,979,942			305,154,552			32,723,273			117,552,434
Net increase in net assets resulting from operations		252,207,846			436,042,423			98,016,313			200,409,375
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(6,191,906	)		(5,491,081	)		(3,110,570	)		(2,949,850	)
Class A		(410,149	)		(590,653	)		(130,714	)		—
Class C		—			—			—			—
Class R		(3,532	)		(13,844	)		—			—
Net realized gains:
Class I		(96,701,330	)		(21,970,175	)		(30,747,351	)		—
Class A		(15,750,884	)		(3,941,402	)		(3,543,365	)		—
Class C		(3,159,514	)		(865,957	)		(811,924	)		—
Class R		(647,348	)		(181,505	)		—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(122,864,663	)		(33,054,617	)		(38,343,924	)		(2,949,850	)
Capital Share Transactions:
Net decrease in net assets resulting from capital share transactions		(256,537,398	)		(448,189,011	)		(36,415,088	)		(253,832,782	)
Net Assets:
Total increase (decrease) in net assets		(127,194,215	)		(45,201,205	)		23,257,301			(56,373,257	)
Beginning of year		2,012,339,977			2,057,541,182			776,688,751			833,062,008
End of year	$	1,885,145,762		$	2,012,339,977		$	799,946,052		$	776,688,751
Undistributed net investment income (loss)	$	(322,010	)	$	1,055,587		$	2,099,354		$	1,758,707

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

Statements of Changes in Net Assets

	Small Cap Diversified Value Fund						Global Value Fund
	Year ended June 30, 2018			Year ended June 30, 2017			Year ended June 30, 2018			Year ended June 30, 2017
Operations:
Net investment income	$	201,673		$	153,337		$	71,964		$	68,924
Net realized gains		4,735,646			1,898,110			644,429			346,770
Net change in unrealized appreciation (depreciation)		(1,021,186	)		2,842,162			61,872			1,187,259
Net increase in net assets resulting from operations		3,916,133			4,893,609			778,265			1,602,953
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(97,468	)		(145,133	)		(80,053	)		(54,261	)
Class A		(3,154	)		(1,679	)		(3,738	)		(1,332	)
Net realized gains:
Class I		(3,306,631	)		—			(352,626	)		—
Class A		(178,445	)		—			(21,332	)		—
Net decrease in net assets resulting from dividends and distributions to shareholders		(3,585,698	)		(146,812	)		(457,749	)		(55,593	)
Capital Share Transactions:
Net increase in net assets resulting from capital share transactions		22,646,240			561,118			1,268,577			1,283,358
Net Assets:
Total increase in net assets		22,976,675			5,307,915			1,589,093			2,830,718
Beginning of year		19,986,034			14,678,119			8,129,384			5,298,666
End of year	$	42,962,709		$	19,986,034		$	9,718,477		$	8,129,384
Undistributed net investment income	$	127,246		$	21,347		$	50,116		$	58,469

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

Statements of Changes in Net Assets

	International Value Fund						Value Opportunities Fund
	Year ended June 30, 2018			Year ended June 30, 2017			Year ended June 30, 2018			Year ended June 30, 2017
Operations:
Net investment income	$	23,157		$	23,306		$	7,067,953		$	6,228,872
Net realized gains		154,127			89,646			60,923,665			6,184,052
Net change in unrealized appreciation (depreciation)		(93,077	)		366,528			(273,708	)		106,966,426
Net increase in net assets resulting from operations		84,207			479,480			67,717,910			119,379,350
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(26,262	)		(32,331	)		(7,243,094	)		(6,518,819	)
Class A		—			—			(1,982,727	)		(2,482,498	)
Class C		—			—			(451,278	)		(798,800	)
Net realized gains:
Class I		(118,306	)		(44,837	)		(5,657,545	)		—
Class A		—			—			(1,813,918	)		—
Class C		—			—			(802,290	)		—
Net decrease in net assets resulting from dividends and distributions to shareholders		(144,568	)		(77,168	)		(17,950,852	)		(9,800,117	)
Capital Share Transactions:
Net increase (decrease) in net assets resulting from capital share transactions		180,942			213,738			46,962,687			(23,105,293	)
Net Assets:
Total increase in net assets		120,581			616,050			96,729,745			86,473,940
Beginning of year		2,421,970			1,805,920			542,402,306			455,928,366
End of year	$	2,542,551		$	2,421,970		$	639,132,051		$	542,402,306
Undistributed net investment income	$	16,649		$	20,262		$	1,949,167		$	3,893,537

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

Statements of Changes in Net Assets

	Capital Income Fund						High Yield Fund
	Year ended June 30, 2018			Year ended June 30, 2017			Year ended June 30, 2018			Year ended June 30, 2017
Operations:
Net investment income	$	1,336,013		$	1,381,206		$	161,067,983		$	161,234,213
Net realized gains (losses)		2,044,789			470,954			(12,551,785	)		(44,432,801	)
Net change in unrealized appreciation (depreciation)		(963,062	)		5,720,311			(74,138,295	)		215,605,410
Net increase in net assets resulting from operations		2,417,740			7,572,471			74,377,903			332,406,822
Dividends and Distributions to Shareholders:
Net investment income:
Class I		(790,343	)		(720,589	)		(127,191,770	)		(127,660,818	)
Class A		(660,571	)		(763,722	)		(28,374,568	)		(33,791,394	)
Class C		—			—			(163,724	)		(160,983	)
Class Z		—			—			(1,893,234	)		—
Net realized gains:
Class I		—			—			—			—
Class A		—			—			—			—
Class C		—			—			—			—
Class Z		—			—			—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(1,450,914	)		(1,484,311	)		(157,623,296	)		(161,613,195	)
Capital Share Transactions:
Net increase (decrease) in net assets resulting from capital share transactions		(5,903,933	)		(2,517,949	)		139,753,443			(303,868	)
Net Assets:
Total increase (decrease) in net assets		(4,937,107	)		3,570,211			56,508,050			170,489,759
Beginning of year		41,752,311			38,182,100			2,660,920,745			2,490,430,986
End of year	$	36,815,204		$	41,752,311		$	2,717,428,795		$	2,660,920,745
Undistributed net investment income (loss)	$	(4,358	)	$	21,081		$	92,301		$	(1,507,342	)

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

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 year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)		Total distributions
Class I
Year ended 6/30/2018	$	17.43	$	0.23	$	1.48		$	1.71		$	(0.34	)	$	—	$	(0.34	)
Year ended 6/30/2017		14.31		0.19		3.77			3.96			(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	)
Class A
Year ended 6/30/2018		17.47		0.19		1.49			1.68			(0.30	)		—		(0.30	)
Year ended 6/30/2017		14.36		0.16		3.77			3.93			(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	)
Class C
Year ended 6/30/2018		17.27		0.04		1.48			1.52			(0.15	)		—		(0.15	)
Year ended 6/30/2017		14.23		0.04		3.73			3.77			(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	)

								Ratios to Average Net Assets
Diversified Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2018	$	18.80		9.81	%	$	65,503		0.95	%		1.02	%		1.25	%
Year ended 6/30/2017		17.43		28.05			68,260		0.95			1.09			1.21
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
Class A
Year ended 6/30/2018		18.85		9.57			39,616		1.20			1.27			1.00
Year ended 6/30/2017		17.47		27.71			41,084		1.20			1.34			1.00
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
Class C
Year ended 6/30/2018		18.64		8.77			2,598		1.95			2.02			0.25
Year ended 6/30/2017		17.27		26.78			2,817		1.95			2.09			0.23
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 June 30,
	2018			2017			2016			2015			2014
Portfolio turnover rate		28	%		25	%		35	%		38	%		33	%

			Income (loss) from investment operations								Dividends and distributions
Large Cap Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)		Total distributions
Class I
Year ended 6/30/2018	$	31.04	$	0.42	$	2.67		$	3.09		$	(0.56	)	$	—	$	(0.56	)
Year ended 6/30/2017		25.06		0.39		6.15			6.54			(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	)
Class A
Year ended 6/30/2018		30.85		0.34		2.65			2.99			(0.48	)		—		(0.48	)
Year ended 6/30/2017		24.91		0.32		6.10			6.42			(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	)
Class C
Year ended 6/30/2018		30.16		0.08		2.61			2.69			(0.17	)		—		(0.17	)
Year ended 6/30/2017		24.29		0.10		5.94			6.04			(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			—			—		—
Class R
Year ended 6/30/2018		30.96		0.22		2.70			2.92			(0.32	)		—		(0.32	)
Year ended 6/30/2017		25.02		0.25		6.13			6.38			(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	)

								Ratios to Average Net Assets
Large Cap Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2018	$	33.57		10.01	%	$	276,930		1.00	%		1.00	%		1.28	%
Year ended 6/30/2017		31.04		26.22			269,714		0.99			0.99			1.38
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
Class A
Year ended 6/30/2018		33.36		9.72			131,276		1.25			1.25			1.03
Year ended 6/30/2017		30.85		25.88			135,349		1.24			1.24			1.13
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
Class C
Year ended 6/30/2018		32.68		8.92			14,161		2.00			2.00			0.26
Year ended 6/30/2017		30.16		24.92			17,250		1.99			1.99			0.38
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
Class R
Year ended 6/30/2018		33.56		9.47			6,888		1.50			1.50			0.66
Year ended 6/30/2017		30.96		25.58			13,519		1.49			1.49			0.88
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 June 30,
	2018			2017			2016			2015			2014
Portfolio turnover rate		41	%		27	%		39	%		39	%		57	%

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

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

The accompanying notes are an integral part of these financial statements.
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
Mid-Cap Value Fund	Net asset value, beginning of year		Net investment income (loss)¹			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2018	$	37.13	$	0.11		$	4.96		$	5.07		$	(0.15	)	$	(2.37	)	$	(2.52	)
Year ended 6/30/2017		30.55		0.10			7.05			7.15			(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	)
Class A
Year ended 6/30/2018		36.57		0.01			4.88			4.89			(0.06	)		(2.37	)		(2.43	)
Year ended 6/30/2017		30.13		0.01			6.96			6.97			(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	)
Class C
Year ended 6/30/2018		32.26		(0.24	)		4.28			4.04			—			(2.37	)		(2.37	)
Year ended 6/30/2017		26.78		(0.23	)		6.17			5.94			—			(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	)
Class R
Year ended 6/30/2018		36.60		(0.08	)		4.88			4.80			(0.01	)		(2.37	)		(2.38	)
Year ended 6/30/2017		30.21		(0.08	)		6.96			6.88			(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	)

								Ratios to Average Net Assets
Mid-Cap Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income (loss)
Class I
Year ended 6/30/2018	$	39.68		14.32	%	$	1,609,002		0.99	%		0.99	%		0.28	%
Year ended 6/30/2017		37.13		23.37			1,675,920		1.03			1.03			0.28
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
Class A
Year ended 6/30/2018		39.03		14.05			230,105		1.24			1.24			0.03
Year ended 6/30/2017		36.57		23.05			274,787		1.28			1.28			0.02
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
Class C
Year ended 6/30/2018		33.93		13.20			39,383		1.99			1.99			(0.72	)
Year ended 6/30/2017		32.26		22.13			50,612		2.03			2.03			(0.74	)
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	)
Class R
Year ended 6/30/2018		39.02		13.74			6,656		1.49			1.49			(0.22	)
Year ended 6/30/2017		36.60		22.74			11,020		1.53			1.53			(0.23	)
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 June 30,
	2018			2017			2016			2015			2014
Portfolio turnover rate		32	%		37	%		42	%		54	%		55	%

			Income (loss) from investment operations									Dividends and distributions
Small Cap Value Fund	Net asset value, beginning of year		Net investment income (loss)¹			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2018	$	59.31	$	0.29		$	7.35		$	7.64		$	(0.28	)	$	(2.78	)	$	(3.06	)
Year ended 6/30/2017		46.46		0.19			12.90			13.09			(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	)
Class A
Year ended 6/30/2018		58.93		0.12			7.32			7.44			(0.10	)		(2.78	)		(2.88	)
Year ended 6/30/2017		46.09		0.05			12.79			12.84			—			—			—
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	)
Class C
Year ended 6/30/2018		49.60		(0.28	)		6.11			5.83			—			(2.78	)		(2.78	)
Year ended 6/30/2017		39.09		(0.30	)		10.81			10.51			—			—			—
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	)

								Ratios to Average Net Assets
Small Cap Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income (loss)
Class I
Year ended 6/30/2018	$	63.89		13.33	%	$	715,194		1.02	%		1.02	%		0.47	%
Year ended 6/30/2017		59.31		28.15			669,810		1.04			1.04			0.35
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
Class A
Year ended 6/30/2018		63.49		13.05			70,928		1.27			1.27			0.20
Year ended 6/30/2017		58.93		27.83			89,795		1.29			1.29			0.09
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	)
Class C
Year ended 6/30/2018		52.65		12.21			13,824		2.02			2.02			(0.55	)
Year ended 6/30/2017		49.60		26.85			17,084		2.04			2.04			(0.66	)
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 June 30,
	2018			2017			2016			2015			2014
Portfolio turnover rate		29	%		29	%		45	%		43	%		43	%

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

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
Small Cap Diversified Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2018	$	12.06	$	0.10	$	1.85		$	1.95		$	(0.05	)	$	(1.75	)	$	(1.80	)
Year ended 6/30/2017		9.12		0.09		2.94			3.03			(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 6/30/2014³ to 6/30/2015		10.00		0.05		0.22			0.27			(0.04	)		(0.22	)		(0.26	)
Class A
Year ended 6/30/2018		12.01		0.07		1.84			1.91			(0.03	)		(1.75	)		(1.78	)
Year ended 6/30/2017		9.09		0.06		2.93			2.99			(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 6/30/2014³ 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 year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2018	$	12.21		17.48	%	$	40,128		0.90	%		1.45	%		0.80	%
Year ended 6/30/2017		12.06		33.26			19,265		0.90			1.70			0.86
Year ended 6/30/2016		9.12		–5.80			14,446		1.25			2.13			0.72
Year from 6/30/2014³ to 6/30/2015		10.01		2.93			15,337		1.25			3.75			0.48
Class A
Year ended 6/30/2018		12.14		17.18			2,835		1.15			1.70			0.58
Year ended 6/30/2017		12.01		32.86			721		1.15			1.89			0.55
Year ended 6/30/2016		9.09		–6.14			232		1.50			2.38			0.53
Year from 6/30/2014³ to 6/30/2015		10.00		2.71			130		1.50			4.25			0.29

	Year Ended June 30,
	2018			2017			2016			2015
Portfolio turnover rate		95	%		58	%		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
Year ended 6/30/2018	$	12.82	$	0.11	$	1.09		$	1.20		$	(0.13	)	$	(0.59	)	$	(0.72	)
Year ended 6/30/2017		10.10		0.12		2.70			2.82			(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	)
Class A
Year ended 6/30/2018		12.80		0.07		1.10			1.17			(0.10	)		(0.59	)		(0.69	)
Year ended 6/30/2017		10.09		0.14		2.65			2.79			(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 8/30/2013³ 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
Year ended 6/30/2018	$	13.30		9.59	%	$	8,987		1.10	%		2.87	%		0.83	%
Year ended 6/30/2017		12.82		27.93			7,694		1.10			3.37			1.00
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
Class A
Year ended 6/30/2018		13.28		9.36			732		1.35			3.12			0.55
Year ended 6/30/2017		12.80		27.69			436		1.35			3.37			1.19
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 8/30/2013³ to 6/30/2014		13.29		21.88			137		1.35⁴			6.58⁴			3.21⁴

	Year Ended June 30,
	2018			2017			2016			2015			2014
Portfolio turnover rate		43	%		38	%		52	%		42	%		52	%

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

³ Commencement of operations.

⁴ Annualized.

The accompanying notes are an integral part of these financial statements.
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
International 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
Year ended 6/30/2018	$	11.85	$	0.11	$	0.31		$	0.42		$	(0.13	)	$	(0.57	)	$	(0.70	)
Year ended 6/30/2017		9.76		0.12		2.38			2.50			(0.17	)		(0.24	)		(0.41	)
Period from 12/31/2015³ 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
Class I
Year ended 6/30/2018	$	11.57		3.50	%	$	2,543		1.15	%		6.01	%		0.90	%
Year ended 6/30/2017		11.85		26.14			2,422		1.15			7.36			1.12
Period from 12/31/2015³ to 6/30/2016		9.76		–2.40			1,806		1.15⁴			12.67⁴			3.17⁴

	Year Ended June 30,						Period December 31, 2015³
	2018			2017			through June 30, 2016
Portfolio turnover rate		33	%		34	%		17	%

			Income (loss) from investment operations								Dividends and distributions
Value Opportunities Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2018	$	27.99	$	0.40	$	2.93		$	3.33		$	(0.53	)	$	(0.41	)	$	(0.94	)
Year ended 6/30/2017		22.21		0.38		5.99			6.37			(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	)
Class A
Year ended 6/30/2018		28.00		0.31		2.95			3.26			(0.45	)		(0.41	)		(0.86	)
Year ended 6/30/2017		22.21		0.31		5.99			6.30			(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	)
Class C
Year ended 6/30/2018		26.04		0.08		2.74			2.82			(0.23	)		(0.41	)		(0.64	)
Year ended 6/30/2017		20.68		0.11		5.57			5.68			(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	)

								Ratios to Average Net Assets
Value Opportunities Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2018	$	30.38		12.11	%	$	453,184		0.97	%		0.97	%		1.36	%
Year ended 6/30/2017		27.99		28.79			347,924		0.99			0.99			1.46
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
Class A
Year ended 6/30/2018		30.40		11.84			136,325		1.22			1.22			1.07
Year ended 6/30/2017		28.00		28.47			136,525		1.24			1.24			1.21
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
Class C
Year ended 6/30/2018		28.22		10.99			49,624		1.97			1.97			0.30
Year ended 6/30/2017		26.04		27.53			57,953		1.99			1.99			0.46
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 June 30,
	2018			2017			2016			2015			2014
Portfolio turnover rate		55	%		83	%		62	%		101	%		45	%

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

³ Commencement of operations.

⁴ Annualized.

The accompanying notes are an integral part of these financial statements.
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
Capital Income Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2018	$	12.51	$	0.45	$	0.37		$	0.82		$	(0.49	)	$	—		$	(0.49	)
Year ended 6/30/2017		10.56		0.45		2.00			2.45			(0.50	)		—			(0.50	)
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	)
Class A
Year ended 6/30/2018		13.01		0.43		0.38			0.81			(0.46	)		—			(0.46	)
Year ended 6/30/2017		10.97		0.44		2.07			2.51			(0.47	)		—			(0.47	)
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	)

								Ratios to Average Net Assets
Capital Income Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2018	$	12.84		6.71	%	$	20,005		0.80	%		1.26	%		3.55	%
Year ended 6/30/2017		12.51		23.54			20,582		0.80			1.27			3.83
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
Class A
Year ended 6/30/2018		13.36		6.34			16,810		1.05			1.51			3.28
Year ended 6/30/2017		13.01		23.17			21,171		1.05			1.52			3.56
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 June 30,
	2018			2017			2016			2015			2014
Portfolio turnover rate		46	%		71	%		93	%		62	%		53	%

			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
Year ended 6/30/2018	$	12.26	$	0.72	$	(0.37	)³	$	0.35		$	(0.71	)	$	—		$	(0.71	)
Year ended 6/30/2017		11.47		0.75		0.79³			1.54			(0.75	)		—			(0.75	)
Year ended 6/30/2016		12.51		0.76		(0.94	)³		(0.18	)		(0.77	)		(0.09	)		(0.86	)
Year ended 6/30/2015		13.37		0.70		(0.75	)³		(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	)
Class A
Year ended 6/30/2018		12.18		0.69		(0.37	)⁴		0.32			(0.67	)		—			(0.67	)
Year ended 6/30/2017		11.40		0.72		0.78³			1.50			(0.72	)		—			(0.72	)
Year ended 6/30/2016		12.43		0.73		(0.94	)³		(0.21	)		(0.73	)		(0.09	)		(0.82	)
Year ended 6/30/2015		13.29		0.67		(0.75	)⁴		(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	)
Class C
Year ended 6/30/2018		12.26		0.60		(0.38	)³		0.22			(0.59	)		—			(0.59	)
Year ended 6/30/2017		11.47		0.63		0.79³			1.42			(0.63	)		—			(0.63	)
Year ended 6/30/2016		12.50		0.65		(0.94	)⁵		(0.29	)		(0.65	)		(0.09	)		(0.74	)
Year ended 6/30/2015		13.36		0.58		(0.76	)³		(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	)
Class Z
Period from 3/29/2018⁶ to 6/30/2018		12.00		0.18		(0.11	)		0.07			(0.17	)		—			(0.17	)

								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
Year ended 6/30/2018	$	11.90		2.87	%	$	1,918,320		0.70	%		0.74	%		5.93	%
Year ended 6/30/2017		12.26		13.75			2,091,104		0.70			0.74			6.22
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
Class A
Year ended 6/30/2018		11.83		2.68			466,960		0.95			0.99			5.69
Year ended 6/30/2017		12.18		13.42			566,806		0.95			0.99			5.99
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
Class C
Year ended 6/30/2018		11.89		1.76			3,380		1.70			1.74			4.93
Year ended 6/30/2017		12.26		12.62			3,010		1.70			1.74			5.22
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
Class Z
Period from 3/29/2018⁶ to 6/30/2018		11.90		0.59			328,769		0.60⁷			0.70⁷			6.54⁷

	Year Ended June 30,
	2018			2017			2016			2015			2014
Portfolio turnover rate		38	%		46	%		45	%		44	%		51	%

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

³ Redemption fees per share were less than $0.005.

⁴ Includes redemption fees per share of $0.01.

⁵ Includes redemption fees per share of $0.02.

⁶ Commencement of operations.

⁷ Annualized.

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

Notes to the Financial Statements

JUNE 30, 2018

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 five classes of shares: Class I, Class A, Class C, Class R and Class T. The Diversified Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund, International Value Fund, Value Opportunities Fund and Capital Income Fund have four classes of shares: Class I, Class A, Class C and Class T. The High Yield Fund has five classes of shares: Class I, Class A, Class C, Class T and Class Z. Class A and Class T 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, Class R and Class T 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, the International Value Fund is not offering Class A or Class C shares to investors and the Funds are not offering Class T 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 June 30, 2018:

	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	$	107,287,759	$	421,559,506	$	1,768,872,139	$	782,513,173	$	41,895,169
Money Market Funds		416,970		1,663,360		29,260,359		32,363,992		—
Level 2 — Other significant observable market inputs:
Common Stocks:
Energy		—		—		63,549,008		2,367,774		—
Industrials		—		—		26,765,349		—		—
Materials		—		—		—		865,425		—
Time Deposits		—		7,045,829		36,697,938		16,614,084		1,784,361
Level 3 — Significant unobservable inputs		—		—		—		—		—
Total Investments	$	107,704,729	$	430,268,695	$	1,925,144,793	$	834,724,448	$	43,679,530
	Global Value		International Value		Value Opportunities		Capital Income		High Yield
Level 1 — Quoted prices in an active market:
Common Stocks	$	6,730,688	$	993,871	$	562,342,072	$	19,058,853	$	—
Investment Companies		—		—		—		227,790		—
Preferred Stocks		—		—		1,550,000		160,462		17,856,511
Purchased Put Options		—		—		2,479,500		—		—
Warrants		—		—		2,465,978		—		—
Money Market Funds		—		—		25,188,204		—		60,116,628
Level 2 — Other significant observable market inputs:
Common Stocks:
Consumer Discretionary		215,690		108,220		—		—		—
Consumer Staples		292,826		205,452		—		—		—
Energy		166,557		94,550		5,248,440		534,667		—
Energy — Exploration & Production		—		—		—		—		7,416,885
Financials		1,451,235		573,090		14,318,911		566,018		—
Health Care		112,123		118,615		—		—		—
Industrials		678,906		266,167		20,507,294		484,727		—
Information Technology		—		108,962		—		—		—
Materials		—		—		146,175		—		—
Telecommunication Services		41,257		85,756		—		—		—
Preferred Stocks:
Financials		—		—		1,640,952		—		—
Convertible Bonds		—		—		38,000		—		—
Corporate Bonds		—		—		2,512,500		13,677,469		2,381,249,490
Term Loans		—		—		—		755,171		95,310,619
Warrants		—		—		275,200		—		619,200
Time Deposits		83,428		—		7,668,509		370,218		66,622,057
Level 3 — Significant unobservable inputs:
Common Stocks:
Automakers		—		—		—		—		0
Consumer Discretionary		—		—		—		236,640		—
Energy		—		—		—		2,156		—
Energy — Exploration & Production		—		—		—		—		160,741
Industrials		—		—		—		124,848		—
Materials		—		—		10,760,790		398,286		—
Metals/Mining Excluding Steel		—		—		—		—		43,390,786
Oil Field Equipment & Services		—		—		—		—		4,696,318
Specialty Retail		—		—		—		—		19,821,422
Preferred Stocks:
Consumer Staples		—		—		—		69,846		—
Food — Wholesale		—		—		—		—		11,272,351
Corporate Bonds		—		—		3,990,031		87,286		1,349,465
Term Loans		—		—		3,802,486		31,585		2,590,943
Total Investments	$	9,772,710	$	2,554,683	$	664,935,042	$	36,786,022	$	2,712,473,416
Other Financial Instruments
Level 1 — Quoted prices in an active market:
Futures Contracts *					$	159,031
Level 2 — Other significant observable market inputs						—
Level 3 — Significant unobservable inputs						—
Total Other Financial Instruments					$	159,031

* Futures 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.

The following table provides information about the Level 3 values, as well as their inputs, as of June 30, 2018:

Fair Value at
June 30,
2018

Valuation
Techniques

Unobservable
Inputs

Input
Values

Impact to
Valuation from an
Increase to Input

Value Opportunities

Common Stocks:

Estimated recovery value

Probability of asset recovery

Increase

3,868,521

Market comparable
companies*

EBITDA multiple

6.3x - 8.6x

Increase

6,892,269

Market quote (stale)

N/A

$212.58

Increase

Total Common Stocks

10,760,790

Corporate Bonds

3,990,031

Market quote (stale)

N/A

$96.65 - $100.00

Increase

Term Loans

3,802,486

Market quote (stale)

N/A

$100.00

Increase

18,553,307

Capital Income

Common Stocks:

236,640

Calculation of enterprise
value using:
Discounted cash flows
Market comparable
companies*
Transaction analysis

Yield (Discount rate of cash flows)

EBITDA multiple
Guideline transactions

9.75%-11.75%

6x - 8x
$499 Million - $602 Million

Decrease

Increase
Increase

Estimated recovery value

Probability of asset recovery

Increase

2,156

Last traded price (stale)

N/A

$1.38

Increase

465,950

Market comparable
companies*

EBITDA multiple

5.0x - 7.3x

Increase

57,184

Market quote (stale)

N/A

$212.58

Increase

Total Common Stocks

761,930

Preferred Stocks

69,846

Last traded price (stale)

N/A

$0.74

Increase

Corporate Bonds

87,286

Market quote (stale)

N/A

$96.65 - $100.00

Increase

Term Loans

31,585

Market quote (stale)

N/A

$100.00

Increase

950,647

High Yield

Common Stocks:

19,821,422

Calculation of enterprise
value using:
Discounted cash flows
Market comparable
companies*
Transaction analysis

Yield (Discount rate of cash flows)

EBITDA multiple
Guideline transactions

9.75% - 11.75%

6x - 8x
$499 Million - $602 Million

Decrease

Increase
Increase

Estimated recovery value

Probability of asset recovery

Increase

160,741

Last traded price (stale)

N/A

$1.38

Increase

43,390,786

Market comparable
companies*

EBITDA multiple

5.0x - 8.6x

Increase

4,696,318

Market quote (stale)

N/A

$212.58

Increase

Total Common Stocks

68,069,267

Preferred Stocks

11,272,351

Last traded price (stale)

N/A

$0.74

Increase

Corporate Bonds:

Estimated recovery value

Probability of asset recovery

Increase

1,349,465

Market quote (stale)

N/A

$96.65 - $100.00

Increase

Total Corporate Bonds

1,349,465

Term Loans

2,590,943

Market quote (stale)

N/A

$100.00

Increase

83,282,026

* The valuation technique was changed from last traded price (stale) to market comparable companies for American Zinc Recycling LLC (formerly Horsehead Holding LLC) and GHW Holdco LLC. The change in valuation technique is primarily due to the market comparable companies model more closely reflecting current market participant assumptions.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Value Opportunities
	Common Stocks			Corporate Bonds			Term Loans			Rights			Total
Balance at June 30, 2017	$	2,338,352		$	3,570,315		$	—		$	0		$	5,908,667
Purchases		767,999			239,000			—			—			1,006,999
Sales		(752,349	)		(1,196	)		—			(0	)		(753,545	)
Accrued discounts (premiums)		—			265,485			—			—			265,485
Realized gains (losses)		752,349			(13,726	)		—			—			738,623
Change in unrealized appreciation (depreciation)		762,170			(69,847	)		—			—			692,323
Transfers into Level 3		6,892,269	*		—			3,802,486	*		—			10,694,755
Balance at June 30, 2018	$	10,760,790		$	3,990,031		$	3,802,486		$	—		$	18,553,307
Change in unrealized appreciation (depreciation) for Level 3 assets held at June 30, 2018	$	1,860,404		$	(84,769	)	$	—		$	—		$	1,775,635
	Capital Income
	Common Stocks			Preferred Stocks			Corporate Bonds			Term Loans			Total
Balance at June 30, 2017	$	370,678		$	69,846		$	78,104		$	—		$	518,628
Purchases		194,967			—			5,229			—			200,196
Sales		(147	)		—			(3,173	)		—			(3,320	)
Accrued discounts (premiums)		—			—			5,808			—			5,808
Realized gains (losses)		(2,106	)		—			(210,129	)		—			(212,235	)
Change in unrealized appreciation (depreciation)		141,354			—			211,447			—			352,801
Transfers into Level 3		57,184	*		—			—			31,585	*		88,769
Balance at June 30, 2018	$	761,930		$	69,846		$	87,286		$	31,585		$	950,647
Change in unrealized appreciation (depreciation) for Level 3 assets held at June 30, 2018	$	151,644		$	—		$	(1,855	)	$	—		$	149,789
	High Yield
	Common Stocks			Preferred Stocks			Corporate Bonds			Term Loans			Total
Balance at June 30, 2017	$	31,479,973		$	11,272,351		$	1,207,514		$	—		$	43,959,838
Purchases		18,516,806			—			80,832			—			18,597,638
Sales		(11,212	)		—			(247,449	)		—			(258,661	)
Accrued discounts (premiums)		—			—			90,220			—			90,220
Realized gains (losses)		(140,080	)		—			(16,652,703	)		—			(16,792,783	)
Change in unrealized appreciation (depreciation)		13,527,462			—			16,871,051			—			30,398,513
Transfers into Level 3		4,696,318	*		—			—			2,590,943	*		7,287,261
Balance at June 30, 2018	$	68,069,267		$	11,272,351		$	1,349,465		$	2,590,943		$	83,282,026
Change in unrealized appreciation (depreciation) for Level 3 assets held at June 30, 2018	$	13,686,555		$	—		$	(29,101	)	$	—		$	13,657,454

* The transfers were due to lack of observable inputs on June 30, 2018.

There were transfers from Level 1 to Level 2 of $1,463,489 in the Value Opportunities Fund and $230,503 in the Capital Income Fund using market values as of June 30, 2018. The transfers were due to lack of trading volume on June 30, 2018. There were transfers from Level 1 to Level 2 of $11,422 in the International Value Fund using market values as of June 30, 2018. The transfers were due to securities being fair valued as a result of market movements following the close of local trading on June 30, 2018. There were transfers from Level 2 to Level 1 of $235,011 in the Capital Income Fund using market values as of June 30, 2018. The transfers were due to increased trading volume on June 30, 2018. There were transfers from Level 2 to Level 1 of $37,708,315 in the Mid-Cap Value Fund, $98,615 in the Global Value Fund, $48,044 in the International Value Fund and $2,747,202 in the Value Opportunities Fund using market values as of June 30, 2018. 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 no transfers into or out of Level 1 or Level 2 during the year ended June 30, 2018 for the Diversified Value Fund, Large Cap Value Fund, Small Cap Value Fund and Small Cap Diversified Value Fund. Transfers between Levels are recognized at the end of the reporting period.

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

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income are declared daily and paid monthly for the Capital Income Fund and High Yield Fund and declared and paid annually for the Diversified Value Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund, 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 and do not isolate the portion of unrealized appreciation or depreciation 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 Funds have adopted authoritative standards regarding disclosures about derivatives and how they affect the Funds' Statements of Assets & Liabilities and Statements of Operations.

The following is a summary of the Funds' derivative instrument holdings categorized by primary risk exposure as of June 30, 2018:

Liability Derivatives

	Location on Statements of Assets & Liabilities	Value Opportunities		Capital Income		High Yield
Equity Contracts:
Purchased Put Options	Long-term investments	$	2,479,500	$	—	$	—
Foreign Exchange Contracts:
Futures Contracts	Net unrealized depreciation of futures contracts*		159,031		—		—

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

The following is a summary of the Funds' realized gains (losses) and change in unrealized appreciation (depreciation) on derivative instruments recognized in the Statements of Operations categorized by primary risk exposure for the year ended June 30, 2018:

Realized Gains (Losses) on Derivatives

	Value Opportunities		Capital Income			High Yield
Credit Contracts:
Credit Default Swap Contracts	$	—	$	(8,259	)	$	(1,479,429	)
Equity Contracts:
Purchased Put Options		—		—			—
Foreign Exchange Contracts:
Futures Contracts		1,005,743		—			—

Change in Unrealized Appreciation (Depreciation) on Derivatives

	Value Opportunities			Capital Income			High Yield
Credit Contracts:
Credit Default Swap Contracts	$	—		$	(1,510	)	$	(271,744	)
Equity Contracts:
Purchased Put Options		(477,734	)*		—			—
Foreign Exchange Contracts:
Futures Contracts		219,556			—			—

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

The following is a summary of the Funds' average quarterly balance of outstanding derivative instruments categorized by primary risk exposure for the year ended June 30, 2018:

Average Quarterly Balance of Outstanding Derivatives

	Value Opportunities		Capital Income		High Yield
Credit Contracts:
Average Number of Contracts — Credit Default Swap Contracts		—		1		1
Average Notional Amount — Credit Default Swap Contracts	$	—	$	216,000	$	38,880,000
Equity Contracts:
Average Number of Contracts — Purchased Put Options		76		—		—
Average Notional Amount — Purchased Put Options	$	2,606,420	$	—	$	—
Foreign Exchange Contracts:
Average Number of Contracts — Futures Contracts		198		—		—
Average Notional Amount — Futures Contracts	$	19,093,523	$	—	$	—

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

The following is a summary of the arrangements subject to offsetting as of June 30, 2018:

							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:
Futures Contracts:
Value Opportunities	$	128,300	$	—	$	128,300	$	—	$	128,300	$	—
Securities Lending:
Diversified Value		416,970		—		416,970		416,970		—		—
Large Cap Value		1,663,360		—		1,663,360		1,663,360		—		—
Mid-Cap Value		29,260,359		—		29,260,359		29,260,359		—		—
Small Cap Value		32,363,992		—		32,363,992		32,363,992		—		—
Value Opportunities		25,188,204		—		25,188,204		25,188,204		—		—

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 August 31, 2019.

	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
Annual cap on expenses — Class T		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 Z		N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			0.60	%

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

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

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

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, Class R and Class T 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. Class Z shares are not subject to these fees.

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 year ended June 30, 2018, the Funds' purchases and sales 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	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	43,342,698
Sales		—		—		—		—		—		—		—		—		779,363	*		—

* Resulted in a realized gain of $29,076 for the Capital Income Fund.

NOTE 3.

Investments. Purchases and sales of investment securities, excluding short-term investments, for the year ended June 30, 2018 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	$	31,357,447	$	165,589,186	$	591,867,731	$	224,295,303	$	42,753,847	$	4,644,802	$	950,496	$	369,199,526	$	17,706,334	$	1,106,742,742
Sales		45,736,131		211,143,385		975,219,935		292,917,958		24,078,439		3,757,995		849,285		320,500,035		23,508,839		993,601,666

The Funds did not have any purchases or sales of U.S. Government securities for the year ended June 30, 2018.

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, 2018:

	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	$	120,187,024		$	449,297,547		$	1,734,980,538		$	687,088,718		$	40,430,632		$	8,941,972		$	2,388,195		$	588,113,834		$	35,073,446		$	2,644,512,596
Gross unrealized appreciation		9,693,989			35,761,609			388,459,854			180,568,917			3,285,777			1,423,708			314,670			95,365,094			4,003,247			74,618,390
Gross unrealized depreciation		(22,593,254	)		(63,499,650	)		(264,253,896	)		(81,911,162	)		(1,821,240	)		(676,372	)		(148,209	)		(51,398,339	)		(2,660,935	)		(133,396,255	)
Net unrealized appreciation (depreciation)		(12,899,265	)		(27,738,041	)		124,205,958			98,657,755			1,464,537			747,336			166,461			43,966,755			1,342,312			(58,777,865	)
Distributable ordinary income (as of 6/30/18)*		1,280,233			4,631,157			22,954,884			12,816,478			1,505,254			97,340			35,525			17,161,085			103,595			3,227,839
Distributable long-term gains (as of 6/30/18)		—			—			—			23,662,245			1,201,356			391,400			95,885			27,290,250			—			—
Total distributable earnings		1,280,233			4,631,157			22,954,884			36,478,723			2,706,610			488,740			131,410			44,451,335			103,595			3,227,839
Other accumulated losses		(28,379,656	)		—			(21,370,537	)		—			(4,100	)		—			—			—			(734,877	)		(114,441,183	)
Total accumulated gains (losses)	$	(39,998,688	)	$	(23,106,884	)	$	125,790,305		$	135,136,478		$	4,167,047		$	1,236,076		$	297,871		$	88,418,090		$	711,030		$	(169,991,209	)

* Includes distributable short-term gains of $8,001,991 for the Mid-Cap Value Fund, $10,387,689 for the Small Cap Value Fund, $1,373,908 for the Small Cap Diversified Value Fund, $17,205 for the Global Value Fund, $5,236 for the International Value Fund and $13,818,882 for the Value Opportunities Fund.

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, 2018, the Global Value Fund held securities with $17,429 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, 2018, the Small Cap Diversified Value Fund held securities with $68,496 of net unrealized appreciation relating to the transfers.

On the Statements of Assets & Liabilities, the following adjustments were made for permanent tax differences. These differences are due primarily to differing treatment for items such as foreign currency gain/loss transactions, PFICs, partnership adjustments, swap interest reclass and distribution reclass, expiring capital loss carryforwards, equalization and consent fee reclasses.

	Paid-In Capital			Undistributed Net Investment Income (Loss)			Undistributed Net Realized Gain (Loss)
Diversified Value	$	(241,537,261	)	$	415		$	241,536,846
Large Cap Value		(413,035,935	)		1,427			413,034,508
Mid-Cap Value		—			807,892			(807,892	)
Small Cap Value		662,015			252,368			(914,383	)
Small Cap Diversified Value		97			4,848			(4,945	)
Global Value		—			3,474			(3,474	)
International Value		—			(508	)		508
Value Opportunities		—			664,776			(664,776	)
Capital Income		—			89,462			(89,462	)
High Yield		—			(1,845,044	)		1,845,044

The tax components of distributions paid during the fiscal years ended June 30, 2018 and 2017, capital loss carryovers as of June 30, 2018, and any tax basis late year losses as of June 30, 2018, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	June 30, 2018										June 30, 2017
	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	$	1,972,008	$	—	$	28,379,656¹	$	—	$	—	$	6,410,766	$	—
Large Cap Value		5,847,545		—		—		29,560,503		—		8,826,207		—
Mid-Cap Value		7,015,174		115,849,489		—		—		21,370,537⁴		15,737,440		17,317,177
Small Cap Value		7,785,649		30,558,275		—		—		—		2,949,850		—
Small Cap Diversified Value		1,255,591		2,330,107		—		—		—		146,812		—
Global Value		141,786		315,963		—		—		—		55,593		—
International Value		31,134		113,434		—		—		—		77,168		—
Value Opportunities		10,183,262		7,767,590		—		—		—		9,800,117		—
Capital Income		1,450,914		—		713,496²		—		—		1,484,311		—
High Yield		157,623,296		—		111,302,453³		—		—		161,613,195		—

¹ Long-term with no expiration.

² Short-term with no expiration.

³ $2,651,171 is short-term with no expiration and $108,651,282 is long-term with no expiration.

⁴ Long-term post-October loss.

As of and during the year ended June 30, 2018, 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, 2018, the Funds did not incur any interest or penalties. The tax years ended June 30, 2015 through June 30, 2018 remain open and subject to examination by tax jurisdictions.

NOTE 5.

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

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2018
Diversified Value Fund
Class I		158,259	$	2,894,320		65,134	$	1,195,866		(657,010	)	$	(12,209,082	)		(433,617	)	$	(8,118,896	)
Class A		48,074		876,199		15,357		283,178		(313,602	)		(5,776,170	)		(250,171	)		(4,616,793	)
Class C		21,522		394,838		923		16,885		(46,209	)		(859,345	)		(23,764	)		(447,622	)
Total net increase (decrease)		227,855		4,165,357		81,414		1,495,929		(1,016,821	)		(18,844,597	)		(707,552	)		(13,183,311	)
Large Cap Value Fund
Class I		2,979,791		100,588,501		99,918		3,269,329		(3,519,093	)		(114,686,179	)		(439,384	)		(10,828,349	)
Class A		452,316		14,768,834		47,404		1,543,005		(952,247	)		(31,125,175	)		(452,527	)		(14,813,336	)
Class C		44,840		1,422,878		1,739		55,671		(185,128	)		(5,888,577	)		(138,549	)		(4,410,028	)
Class R		40,901		1,335,321		1,733		56,845		(274,012	)		(8,842,319	)		(231,378	)		(7,450,153	)
Total net increase (decrease)		3,517,848		118,115,534		150,794		4,924,850		(4,930,480	)		(160,542,250	)		(1,261,838	)		(37,501,866	)
Mid-Cap Value Fund
Class I		5,359,663		204,455,967		2,597,067		93,987,859		(12,538,664	)		(475,379,489	)		(4,581,934	)		(176,935,663	)
Class A		826,747		30,841,562		285,594		10,181,425		(2,731,375	)		(102,165,358	)		(1,619,034	)		(61,142,371	)
Class C		58,509		1,886,168		79,737		2,481,427		(546,107	)		(17,827,337	)		(407,861	)		(13,459,742	)
Class R		49,700		1,838,661		9,440		336,912		(189,676	)		(7,175,195	)		(130,536	)		(4,999,622	)
Total net increase (decrease)		6,294,619		239,022,358		2,971,838		106,987,623		(16,005,822	)		(602,547,379	)		(6,739,365	)		(256,537,398	)
Small Cap Value Fund
Class I		1,908,065		115,867,183		352,439		20,726,931		(2,359,930	)		(143,981,605	)		(99,426	)		(7,387,491	)
Class A		189,657		11,366,706		33,531		1,962,240		(629,826	)		(38,203,675	)		(406,638	)		(24,874,729	)
Class C		8,406		420,678		12,314		600,049		(102,576	)		(5,173,595	)		(81,856	)		(4,152,868	)
Total net increase (decrease)		2,106,128		127,654,567		398,284		23,289,220		(3,092,332	)		(187,358,875	)		(587,920	)		(36,415,088	)
Small Cap Diversified Value Fund
Class I		1,442,922		17,769,109		302,587		3,404,099		(55,350	)		(652,882	)		1,690,159			20,520,326
Class A		227,730		2,778,889		15,788		176,823		(70,064	)		(829,798	)		173,454			2,125,914
Total net increase (decrease)		1,670,652		20,547,998		318,375		3,580,922		(125,414	)		(1,482,680	)		1,863,613			22,646,240
Global Value Fund
Class I		49,087		660,967		33,882		432,679		(7,720	)		(103,218	)		75,249			990,428
Class A		43,606		579,945		1,965		25,070		(24,499	)		(326,866	)		21,072			278,149
Total net increase (decrease)		92,693		1,240,912		35,847		457,749		(32,219	)		(430,084	)		96,321			1,268,577
International Value Fund
Class I		3,000		36,374		12,356		144,568		—			—			15,356			180,942
Total net increase		3,000		36,374		12,356		144,568		—			—			15,356			180,942
Value Opportunities Fund
Class I		4,807,140		140,856,785		330,329		9,424,295		(2,652,597	)		(79,269,451	)		2,484,872			71,011,629
Class A		997,225		29,301,165		103,459		2,957,879		(1,492,259	)		(43,639,405	)		(391,575	)		(11,380,361	)
Class C		126,468		3,448,265		35,417		943,875		(629,312	)		(17,060,721	)		(467,427	)		(12,668,581	)
Total net increase (decrease)		5,930,833		173,606,215		469,205		13,326,049		(4,774,168	)		(139,969,577	)		1,625,870			46,962,687
Capital Income Fund
Class I		534,542		6,800,460		47,650		603,069		(668,387	)		(8,492,631	)		(86,195	)		(1,089,102	)
Class A		255,525		3,353,937		39,003		513,024		(663,362	)		(8,681,792	)		(368,834	)		(4,814,831	)
Total net increase (decrease)		790,067		10,154,397		86,653		1,116,093		(1,331,749	)		(17,174,423	)		(455,029	)		(5,903,933	)

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2018
High Yield Fund
Class I		54,281,965	$	662,131,795		7,909,848	$	96,192,964		(71,502,544	)	$	(863,414,446	)¹		(9,310,731	)	$	(105,089,687	)
Class A		4,403,302		53,523,767		2,291,302		27,709,530		(13,728,851	)		(166,831,745	)¹		(7,034,247	)		(85,598,448	)
Class C		118,822		1,458,091		8,896		107,978		(89,106	)		(1,088,904	)¹		38,612			477,165
Class Z		27,668,304		330,543,054		38,445		458,459		(86,935	)		(1,037,100	)		27,619,814			329,964,413
Total net increase (decrease)		86,472,393		1,047,656,707		10,248,491		124,468,931		(85,407,436	)		(1,032,372,195	)		11,313,448			139,753,443
Year Ended June 30, 2017
Diversified Value Fund
Class I		548,819		8,699,241		244,219		4,041,821		(20,783,724	)		(315,301,576	)		(19,990,686	)		(302,560,514	)
Class A		77,654		1,273,228		54,517		905,529		(463,825	)		(7,452,010	)		(331,654	)		(5,273,253	)
Class C		17,706		289,256		4,952		81,656		(93,794	)		(1,459,349	)		(71,136	)		(1,088,437	)
Total net increase (decrease)		644,179		10,261,725		303,688		5,029,006		(21,341,343	)		(324,212,935	)		(20,393,476	)		(308,922,204	)
Large Cap Value Fund
Class I		1,858,606		53,542,851		194,155		5,706,224		(5,543,590	)		(157,700,893	)		(3,490,829	)		(98,451,818	)
Class A		450,429		12,916,244		65,925		1,927,647		(1,860,523	)		(52,410,738	)		(1,344,169	)		(37,566,847	)
Class C		31,274		865,836		2,686		77,122		(328,212	)		(9,064,006	)		(294,252	)		(8,121,048	)
Class R		154,260		4,469,774		4,446		130,667		(248,990	)		(7,270,160	)		(90,284	)		(2,669,719	)
Total net increase (decrease)		2,494,569		71,794,705		267,212		7,841,660		(7,981,315	)		(226,445,797	)		(5,219,534	)		(146,809,432	)
Mid-Cap Value Fund
Class I		7,318,551		259,240,441		667,636		25,370,176		(17,166,116	)		(597,208,871	)		(9,179,929	)		(312,598,254	)
Class A		1,178,583		42,047,606		79,503		2,978,963		(4,430,108	)		(152,247,703	)		(3,172,022	)		(107,221,134	)
Class C		104,742		3,370,715		19,068		633,072		(966,056	)		(29,294,341	)		(842,246	)		(25,290,554	)
Class R		169,885		5,744,063		2,932		110,120		(251,451	)		(8,933,252	)		(78,634	)		(3,079,069	)
Total net increase (decrease)		8,771,761		310,402,825		769,139		29,092,331		(22,813,731	)		(787,684,167	)		(13,272,831	)		(448,189,011	)
Small Cap Value Fund
Class I		2,000,823		112,438,205		31,464		1,872,419		(5,793,793	)		(311,018,844	)		(3,761,506	)		(196,708,220	)
Class A		321,829		18,159,679		—		—		(1,257,117	)		(67,256,146	)		(935,288	)		(49,096,467	)
Class C		10,061		468,356		—		—		(185,197	)		(8,496,451	)		(175,136	)		(8,028,095	)
Total net increase (decrease)		2,332,713		131,066,240		31,464		1,872,419		(7,236,107	)		(386,771,441	)		(4,871,930	)		(253,832,782	)
Small Cap Diversified Value Fund
Class I		1,024		10,305		12,237		145,133		(4	)		(47	)		13,257			155,391
Class A		67,516		789,171		142		1,679		(33,214	)		(385,123	)		34,444			405,727
Total net increase (decrease)		68,540		799,476		12,379		146,812		(33,218	)		(385,170	)		47,701			561,118
Global Value Fund
Class I		99,925		1,172,355		4,453		53,569		(19,120	)		(225,520	)		85,258			1,000,404
Class A		33,240		393,270		76		911		(9,154	)		(111,227	)		24,162			282,954
Total net increase (decrease)		133,165		1,565,625		4,529		54,480		(28,274	)		(336,747	)		109,420			1,283,358
International Value Fund
Class I		12,217		136,570		7,205		77,168		—			—			19,422			213,738
Total net increase		12,217		136,570		7,205		77,168		—			—			19,422			213,738

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2017
Value Opportunities Fund
Class I		3,844,831	$	102,190,967		152,247	$	4,107,620		(3,248,754	)	$	(83,216,995	)		748,324		$	23,081,592
Class A		1,355,149		35,883,634		69,948		1,890,685		(2,532,267	)		(64,233,864	)		(1,107,170	)		(26,459,545	)
Class C		246,352		6,006,220		22,269		562,082		(1,120,338	)		(26,295,642	)		(851,717	)		(19,727,340	)
Total net increase (decrease)		5,446,332		144,080,821		244,464		6,560,387		(6,901,359	)		(173,746,501	)		(1,210,563	)		(23,105,293	)
Capital Income Fund
Class I		772,062		9,475,354		41,991		498,700		(1,145,429	)		(13,096,384	)		(331,376	)		(3,122,330	)
Class A		743,231		9,248,362		49,871		615,907		(744,141	)		(9,259,888	)		48,961			604,381
Total net increase (decrease)		1,515,293		18,723,716		91,862		1,114,607		(1,889,570	)		(22,356,272	)		(282,415	)		(2,517,949	)
High Yield Fund
Class I		62,906,295		758,702,120		7,817,097		94,376,939		(64,412,501	)		(778,952,418	)²		6,310,891			74,126,641
Class A		9,124,346		109,486,200		2,750,338		32,958,043		(18,251,434	)		(216,953,366	)²		(6,376,750	)		(74,509,123	)
Class C		97,898		1,174,029		6,510		78,569		(97,443	)		(1,173,984	)²		6,965			78,614
Total net increase (decrease)		72,128,539		869,362,349		10,573,945		127,413,551		(82,761,378	)		(997,079,768	)		(58,894	)		(303,868	)

¹ Net of redemption fees of $119,313 for Class I, $241,463 for Class A and $49 for Class C.

² Net of redemption fees of $106,483 for Class I, $20,505 for Class A and $596 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 year ended June 30, 2018, is set forth below:

Mid-Cap Value Fund

Issuer Name	Shares Held at July 1, 2017		Additions		Reductions			Shares Held at June 30, 2018		Dividends		Net Realized Gains (Losses)			Net Change in Unrealized Appreciation (Depreciation)			Value at June 30, 2018
Ophir Energy PLC		56,973,900		—		(395,000	)		56,578,900	$	—	$	(1,248,950	)	$	(23,803,312	)	$	37,708,315
										$	—	$	(1,248,950	)	$	(23,803,312	)

Small Cap Value Fund

Issuer Name	Shares Held at July 1, 2017		Additions		Reductions			Shares Held at June 30, 2018		Dividends		Net Realized Gains (Losses)		Net Change in Unrealized Appreciation (Depreciation)		Value at June 30, 2018
Hudson Global, Inc.		2,187,600		—		—			2,187,600	$	—	$	—	$	612,528	$	3,543,912
Noranda Aluminum Holding Corp.		800,300		—		—			800,300		—		—		6,963		24,569
Real Industry, Inc. +		2,307,708		—		(2,307,708	)*		—		—		—		7,306,616		—
										$	—	$	—	$	7,926,107

+ Issuer was not an affiliate as of June 30, 2018.

* Reductions due to corporate action.

Value Opportunities Fund

Issuer Name	Shares Held at July 1, 2017		Additions		Reductions		Shares Held at June 30, 2018		Dividends		Net Realized Gains (Losses)		Net Change in Unrealized Appreciation (Depreciation)		Value at June 30, 2018
GHW Holdco LLC		2		38		—		40	$	—	$	—	$	1,196,121	$	2,009,120
Iracore Investments Holdings, Inc.		32,422		—		—		32,422		—		—		—		6,892,269
Motors Liquidation Company GUC Trust		1,048,100		575,000				1,623,100		—		—		1,641,360		16,078,834
									$	—	$	—	$	2,837,481

High Yield Fund

Issuer Name	Shares Held at July 1, 2017		Additions			Reductions		Shares Held at June 30, 2018		Dividends		Net Realized Gains (Losses)		Net Change in Unrealized Appreciation (Depreciation)			Value at June 30, 2018
American Zinc Recycling LLC (formerly Horsehead Holding LLC)		76,444		—			—		76,444	$	—	$	—	$	10,832,016		$	30,319,984
GHW Holdco LLC		1		26			—		27		—		—		797,582			1,339,581
Iracore Investments Holdings, Inc.		22,092		—			—		22,092		—		—		—			4,696,318
RA Parent, Inc.		—		288	*		—		288		—		—		(6,122,295	)		11,731,221
										$	—	$	—	$	5,507,303

* Additions due to corporate action.

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, net" on the Statements of Operations and is allocated to each Fund based on each Fund's proportion of the total cash collateral received. Securities lending involves counterparty risks, including the risk that the loaned securities may not be returned in a timely manner or at all. Subject to certain conditions, the Custodian has agreed to indemnify the Funds from losses resulting from a borrower's failure to return a loaned security. In addition, the Funds bear the risk of loss associated with the investment of cash collateral received.

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

NOTE 8.

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

Bridge loan commitments may obligate a Fund to furnish temporary financing to a borrower until permanent financing can be arranged. At June 30, 2018, the Capital Income Fund and High Yield Fund had outstanding bridge loan commitments of $50,000 and $9,760,000, respectively.

Unfunded loan commitments are contractual obligations for funding to a borrower. At June 30, 2018, the Funds did not have any outstanding unfunded loan commitments.

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.

New Accounting Pronouncements. In March 2017, the FASB issued Accounting Standards Update ("ASU") No. 2017-08, Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.

NOTE 11.

Subsequent Events. The Board approved a reduction in the annual advisory fee rate and annual cap on expenses for certain Funds to be effective August 29, 2018.

	Diversified Value			Large Cap Value			Global Value			International Value
Annual Advisory Fee Rate		0.70	%¹		0.70	%²		0.75	%		0.80	%
Annual cap on expenses — Class I		0.80	%		0.95	%		0.95	%		0.95	%
Annual cap on expenses — Class A		1.05	%		1.20	%		1.20	%		1.20	%
Annual cap on expenses — Class C		1.80	%		1.95	%		1.95	%		1.95	%
Annual cap on expenses — Class R		N/A			1.45	%		N/A			N/A
Annual cap on expenses — Class T		1.05	%		1.20	%		1.20	%		1.20	%

¹ The Annual Advisory Fee Rate is 0.70% for the first $250 million in assets, 0.60% for the next $250 million in assets and 0.50% thereafter.

² The Annual Advisory Fee Rate is 0.70% for the first $500 million in assets, 0.60% for the next $500 million in assets and 0.55% thereafter.

Management has evaluated subsequent events in the preparation of the Funds' financial statements and has determined that there are no additional 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, 2018.

For the year ended June 30, 2018, 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 — 65.47%, Small Cap Value Fund — 59.61%, Small Cap Diversified Value Fund — 27.50%, Global Value Fund — 49.19%, International Value Fund — 0.00%, Value Opportunities Fund — 50.12%, Capital Income Fund — 13.90%, High Yield Fund — 1.13%.

For the year ended June 30, 2018, 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 — 75.78%, Small Cap Value Fund — 59.61%, Small Cap Diversified Value Fund — 28.44%, Global Value Fund — 94.84%, International Value Fund — 100.00%, Value Opportunities Fund — 64.78%, Capital Income Fund — 27.99%, High Yield Fund — 1.13%. Shareholders should consult their tax advisors.

For the year ended June 30, 2018, the Global Value Fund and International Value Fund earned foreign source income of $117,043 and $57,146, respectively, and paid foreign taxes of $9,173 and $4,666, 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, 2018, 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 — 0.09%, Large Cap Value Fund — 0.12%, Mid-Cap Value Fund — 0.51%, Small Cap Value Fund — 0.24%, Small Cap Diversified Value Fund — 0.22%, Global Value Fund — 0.31%, International Value Fund — 0.29%, Value Opportunities Fund — 18.93%, Capital Income Fund — 63.54%, High Yield Fund — 95.13%.

For the year ended June 30, 2018, 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 — 5.84%, Small Cap Value Fund — 58.37%, Small Cap Diversified Value Fund — 91.99%, Global Value Fund — 40.90%, International Value Fund — 15.65%, Value Opportunities Fund — 4.97%, Capital Income Fund — 0.00%, High Yield Fund — 0.00%.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets & liabilities of Hotchkis & Wiley Funds (the "Funds") comprising the Diversified Value Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund, International Value Fund, Value Opportunities Fund, Capital Income Fund, and High Yield Fund, including the schedules of investments, as of June 30, 2018, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended for the Funds, except, Small Cap Diversified Value Fund which is for each of the three years in the period then ended and for the period from June 30, 2014 (commencement of operations) to June 30, 2015, and International Value Fund, which is for each of the two years in the period then ended and for the period from December 31, 2015 (commencement of operations) to June 30, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of June 30, 2018, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended for the Funds, except, Small Cap Diversified Value Fund which is for each of the three years in the period then ended and for the period from June 30, 2014 (commencement of operations) to June 30, 2015, and International Value Fund, which is for each of the two years in the period then ended and for the period from December 31, 2015 (commencement of operations) to June 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of June 30, 2018, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Deloitte & Touche LLP

Los Angeles, California
August 21, 2018

We have served as the auditor of one or more Hotchkis & Wiley Funds investment companies since 2012.

Fund Expense Examples (Unaudited)

As a mutual fund shareholder, you incur two types of costs: (1) transaction costs such as initial sales charges (loads) on purchase payments and contingent deferred sales charges and redemption fees on redemptions and (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period (January 1, 2018 – June 30, 2018).

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

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

Based on hypothetical 5% yearly returns. This section provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

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

	Based on Actual Fund Returns						Based on Hypothetical 5% Yearly Returns
	Beginning Account Value 1/1/18		Ending Account Value 6/30/18		Expenses Paid During Period* 1/1/18 - 6/30/18		Beginning Account Value 1/1/18		Ending Account Value 6/30/18		Expenses Paid During Period* 1/1/18 - 6/30/18		Annualized Expense Ratio
Diversified Value Fund
Class I	$	1,000.00	$	997.90	$	4.71	$	1,000.00	$	1,020.08	$	4.76		0.95	%
Class A		1,000.00		996.80		5.94		1,000.00		1,018.84		6.01		1.20
Class C		1,000.00		993.10		9.64		1,000.00		1,015.12		9.74		1.95
Large Cap Value Fund
Class I		1,000.00		998.80		4.81		1,000.00		1,019.98		4.86		0.97
Class A		1,000.00		997.60		6.04		1,000.00		1,018.74		6.11		1.22
Class C		1,000.00		993.90		9.74		1,000.00		1,015.03		9.84		1.97
Class R		1,000.00		996.10		7.28		1,000.00		1,017.50		7.35		1.47
Mid-Cap Value Fund
Class I		1,000.00		1,055.90		4.79		1,000.00		1,020.13		4.71		0.94
Class A		1,000.00		1,054.30		6.06		1,000.00		1,018.89		5.96		1.19
Class C		1,000.00		1,050.50		9.86		1,000.00		1,015.17		9.69		1.94
Class R		1,000.00		1,053.20		7.33		1,000.00		1,017.65		7.20		1.44
Small Cap Value Fund
Class I		1,000.00		1,058.00		5.10		1,000.00		1,019.84		5.01		1.00
Class A		1,000.00		1,056.80		6.37		1,000.00		1,018.60		6.26		1.25
Class C		1,000.00		1,052.80		10.18		1,000.00		1,014.88		9.99		2.00
Small Cap Diversified Value Fund
Class I		1,000.00		1,065.40		4.61		1,000.00		1,020.33		4.51		0.90
Class A		1,000.00		1,063.00		5.88		1,000.00		1,019.09		5.76		1.15
Global Value Fund
Class I		1,000.00		1,015.30		5.50		1,000.00		1,019.34		5.51		1.10
Class A		1,000.00		1,013.70		6.74		1,000.00		1,018.10		6.76		1.35
International Value Fund
Class I		1,000.00		969.80		5.62		1,000.00		1,019.09		5.76		1.15

Fund Expense Examples (Unaudited)

	Based on Actual Fund Returns							Based on Hypothetical 5% Yearly Returns
	Beginning Account Value 1/1/18		Ending Account Value 6/30/18		Expenses Paid During Period* 1/1/18 - 6/30/18			Beginning Account Value 1/1/18		Ending Account Value 6/30/18		Expenses Paid During Period* 1/1/18 - 6/30/18		Annualized Expense Ratio
Value Opportunities Fund
Class I	$	1,000.00	$	1,032.60	$	4.89		$	1,000.00	$	1,019.98	$	4.86		0.97	%
Class A		1,000.00		1,031.20		6.14			1,000.00		1,018.74		6.11		1.22
Class C		1,000.00		1,027.30		9.90			1,000.00		1,015.03		9.84		1.97
Capital Income Fund
Class I		1,000.00		1,028.70		4.02			1,000.00		1,020.83		4.01		0.80
Class A		1,000.00		1,027.10		5.28			1,000.00		1,019.59		5.26		1.05
High Yield Fund
Class I		1,000.00		999.60		3.47			1,000.00		1,021.32		3.51		0.70
Class A		1,000.00		999.00		4.71			1,000.00		1,020.08		4.76		0.95
Class C		1,000.00		993.80		8.40			1,000.00		1,016.36		8.50		1.70
Class Z		1,000.00		1,005.90		1.50	**		1,000.00		1,021.82		3.01		0.60

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

** Actual expenses are equal to the Fund's annualized expense ratio for Class Z multiplied by the average account value over the period, multiplied by 91/365 (to reflect the commencement of operations to June 30, 2018).

Board Considerations In Approving Continuation of Investment Advisory Agreements

Background and Approval Process. Hotchkis and Wiley Capital Management, LLC (the "Advisor") serves as investment adviser to the Hotchkis and Wiley Diversified Value Fund, the Hotchkis and Wiley Large Cap Value Fund, the Hotchkis and Wiley Mid-Cap Value Fund, the Hotchkis and Wiley Small Cap Value Fund, the Hotchkis and Wiley Small Cap Diversified Value Fund, the Hotchkis and Wiley Global Value Fund, the Hotchkis and Wiley International Value Fund, the Hotchkis and Wiley Value Opportunities Fund, the Hotchkis and Wiley Capital Income Fund and the Hotchkis and Wiley High Yield Fund (each a "Fund" and collectively, the "Funds") pursuant to separate investment advisory agreements (the "Advisory Agreements") with the Hotchkis and Wiley Funds (the "Trust"). The Advisory Agreements were initially approved by the Board of Trustees at the inception of each Fund for two-year terms. The Advisory Agreements continue thereafter if approved annually by the Board of Trustees of the Trust, including a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) (the "Independent Trustees"), by a vote cast in person at a meeting called for the purpose of voting on the Advisory Agreements. The Advisory Agreements for each Fund were renewed by the Board at a meeting held in May 2018 and for four funds amended in August, 2018.

As part of the annual contract review process, the Independent Trustees, through their independent legal counsel, requested and received extensive materials, including information relating to: (i) the nature, extent and quality of services provided by the Advisor, along with compliance with legal requirements, (ii) short-term and longer-term total return of each Fund relative to their respective peer groups and market indices, (iii) the costs of the services provided and the Advisor's estimated profitability with respect to the management of each Fund, (iv) the extent to which the Advisor has in the past or is likely in the future to experience economies of scale in connection with the investment advisory services it provides to each Fund, (v) the expense ratios of each Fund as compared with the expense ratios of funds in its respective peer group, and (vi) benefits to the Advisor and its affiliates from its relationship with the Funds. The Independent Trustees also requested and received information specifically related to the Advisor's risk controls and risk assessment process. The Independent Trustees noted that the information provided by the Advisor was thorough and responsive to their requests. The information provided in response to their request was in addition to information received by the Board throughout the year, both in writing and during meetings, regarding the Funds, including Fund performance, expense ratios, portfolio composition and regulatory compliance. The Independent Trustees also held a conference call with their independent legal counsel in April 2018 to review the materials provided by the Advisor and were advised regarding the duties of directors/trustees under the 1940 Act and relevant state law in reviewing and approving investment advisory contracts. The Independent Trustees, through their legal counsel, then provided follow-up questions to the Advisor to which they received responses in advance of the Funds' May Board meeting.

At the May Board meeting, representatives of the Advisor discussed certain responses with the Board and responded to their further questions. The Board considered the factors set out in case law and identified by the Securities and Exchange Commission as most relevant in considering the renewal of investment advisory agreements. The Board determined that, given the totality of the information provided with respect to the Advisory Agreements, the Board had received sufficient information to renew each Advisory Agreement.

The Board considered these and other factors, as summarized in more detail below, and concluded that the terms of each Advisory Agreement are fair and reasonable and the continuance of each Advisory Agreement is in the best interests of the applicable Fund. In deciding to approve the renewal of each Advisory Agreement, the Board did not identify any single factor or group of factors as all important or controlling and considered all factors together. The Board did not allot a particular weight to any one factor or group of factors.

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

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

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

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

Investment Performance of the Funds and the Advisor. The Board noted that they review data on the short-term and longer-term total return of the Funds in connection with each quarterly Board meeting. For the contract review meeting, the Board reviewed a report prepared by the Trust's administrator (the "Report") using information provided by Morningstar, Inc., an independent provider of mutual fund data, that compared the total return of Class I shares of each Fund to that of a small group of funds that are similar primarily in terms of investment style (each, a "Peer Group"), for periods ended December 31, 2017. The Peer Groups were selected by the Advisor based on its criteria to determine an appropriate group of competitor funds. In addition, data regarding performance of the Peer Group funds is provided at each quarterly Board meeting. The Board also considered total return information for various periods through March 2018 that was provided by the Advisor.

The Board considered the total return information for each Fund for applicable periods up to 10 years. The Board noted that all Funds with at least 5 years of performance (i.e., all but the Small Cap Diversified Value Fund and International Value Fund) outperformed the median total return of their respective Peer Group for the 5-year period ended December 31, 2017, except the Mid-Cap Value Fund which underperformed the median total return of its Peer Group. The Board noted that for the 3-year period ended December 31, 2017, the Large Cap Value, Small Cap Diversified Value Fund, Global Value, Value Opportunities, Capital Income and High Yield Funds equaled or outperformed the median total return of their respective Peer Group. The Board also noted that for the 3-year period ended December 31, 2017, the Diversified Value, Small Cap Value and Mid-Cap Value Funds underperformed the median total return of their respective Peer Group. The Board considered that for the 1-year period ended December 31, 2017, the Diversified Value, Large Cap Value, Small Cap Diversified Value and High Yield Funds outperformed the median total return of their respective Peer Group, but the Mid-Cap Value, Small Cap Value, Global Value, International Value, Value Opportunities and Capital Income Funds underperformed the median total return of their respective Peer Group. The Board also considered the Advisor's supplemental report for periods through March 31, 2018, but focused more on longer-term than short-term performance of the Funds versus their respective Peer Groups.

In addition, the Board reviewed each Fund's total return to that of its respective benchmark index(es). The Independent Trustees reviewed the variability of the performance of the Funds over time in light of the Advisor's investment strategy for each Fund.

Fees, Expenses and Profitability. The Board reviewed expense data using information provided by Morningstar, Inc., contained in the Report, including information regarding any expense caps for the Funds. The Board reviewed data in the Report showing how the Funds' advisory fees and expense ratios compared to those in their respective Peer Groups. The Board also reviewed information provided by the Advisor on advisory fees charged by the Advisor for sub-advisory services it provides to other mutual funds and advisory fees it charges to its separate account clients with investment objectives and policies similar to those of the Funds. The Board considered a list of the many additional functions performed for the Funds that the Advisor does not perform for its separate account and sub-advisory clients and noted it is generally acknowledged that managing mutual funds subjects an investment adviser to more legal and regulatory risk than is the case with separate accounts.

With respect to the advisory fee for each Fund, the Board noted that the Report showed that the Diversified Value, Large Cap Value, Mid-Cap Value, International Value, Value Opportunities and Capital Income Funds' advisory fees were higher than the median of their respective Peer Groups, that the Small Cap Value Fund's advisory fee was lower than the median of its Peer Group, and that the Small Cap Diversified Value, Global Value and High Yield Funds' advisory fees were the same as the median of their respective Peer Group. The Board further considered that at the request of the Independent Trustees, that the Advisor reviewed the advisory fees for certain funds and at the August meeting proposed reductions in the advisory fee for the Diversified Value Fund, Large Cap Value Fund, Global Value Fund and International Value Fund; which the Board approved. The Board noted that the Advisor uses a research-intensive process. With respect to the expense ratios for the Funds, the Board noted that the Report showed that each Funds' net expense ratios were higher than the median of their respective Peer Group, except that the Value Opportunities and High Yield Funds' net expense ratios were equal to the median of their respective Peer Group. The Board considered the expense caps put in place by the Advisor (as further described below). The Board noted the quality of the Advisor's investment process and concluded that the advisory fee and expense ratios were fair and reasonable for each Fund.

The Board reviewed information concerning the estimated profitability to the Advisor of the Advisory Agreements, including information regarding the methodology for allocating expenses. The Board reviewed data regarding the Advisor's variable expenses and fixed expenses. The Board considered that in 2017, as in recent prior years, the Advisor had absorbed costs above expense caps for certain of the Funds for which it would not be reimbursed. The Board also noted that the annualized expense ratio was above the expense cap for the Diversified Value, Small Cap Diversified Value, Global Value, International Value, Capital Income and High Yield Funds in 2017. The Board noted that the Advisor has agreed to continue the expense caps and at the August 2018 meeting, lower the expense limitation for the Diversified Value Fund, Large Cap Value Fund, Global Value Fund and International Value Fund. The Board also recognized that individual fund or product line profitability of other advisers is generally not publicly available, and that profitability may be affected by numerous factors, so that the comparability of profitability among advisory firms is limited. The Board noted the importance of the Advisor's profitability — which is derived solely from investment management fees — in maintaining its entrepreneurial environment in a private, primarily employee-owned structure. They noted that the Advisor's compensation/profit structure facilitates retention of its management and investment professionals. They also noted that from time to time the Advisor had voluntarily limited growth of assets by closing certain Funds to new investors, and that currently the Small Cap Value Fund has limited availability for purchase. The Board noted that closing Funds is financially disadvantageous to the Advisor, and illustrated a commitment to act in the best interests of Fund shareholders. The Board concluded that the level of estimated profitability to the Advisor under the Advisory Agreements appeared to be not unreasonable.

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

Indirect Benefits to the Advisor from its Relationship to the Funds. The Board considered information regarding any indirect benefits to the Advisor that could be identified from its relationship to the Funds. In particular, the Board considered that the Advisor has the ability to use commission sharing arrangements that allow the Advisor to pay for third-party research with the equity Funds' soft dollars. The Board considered that the bundled research services and the use of commission sharing arrangements provides valuable information or service to the investment research process, which benefits the Funds (as well as the Advisor who use (or can use) the research for the benefit of the Advisor's other clients). The Board noted that the ability to use the Funds' soft dollars to obtain third-party research is a fallout benefit to the Advisor.

* * * *

Based on their review, including their consideration of each of the factors referred to above, the Board, including all of the Independent Trustees, concluded that the terms of each Advisory Agreement are fair and reasonable and that the renewal of each Advisory Agreement is in the best interests of each Fund.

Management (Unaudited)

INDEPENDENT TRUSTEES

Name and Year of Birth

Position
Held with
the Trust

Term of
Office* and
Length of
Time Served

Principal Occupation(s) During
Past Five Years

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

Other
Directorships
Held by Trustee
During Past
Five Years

Randall H. Breitenbach
(born 1960)

Trustee
Chairman

Since 2001
Since 2018

Non-Executive Director and Vice Chairman, BreitBurn Energy Partners, L.P. (2012 — present); Co-Founder, Director and CEO, Pacific Coast Energy Company, LP and President, BreitBurn Energy Partners, L.P. (1988 — present); Chairman Emeritus, Finance Committee, Stanford University PIC Endowment (1999 — present); Founder, Chairman and CEO, Bridge Energy LLC (2017 — present).

Ten

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

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

Trustee^(a)

Since 2007

California State University — Long Beach: Professor of Economics (1994 — 2015).

Ten

None

Marcy Elkind, Ph.D.
(born 1947)

Trustee
Vice Chair

Since 2005
Since 2018

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

Ten

None

Robert Fitzgerald
(born 1952)

Trustee^(b)

Since 2005

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

Ten

Independent Trustee, Brandes Investment Trust (10 portfolios)

H. Thomas Hicks
(born 1950)

Trustee^(c)

Since 2017

Retired. Chief Financial Officer, URS Corporation (2005 — 2015).

Ten

None

Donald Morrison, Ph.D.
(born 1939)

Trustee

Since 2007

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

Ten

None

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

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

^(b) Chair of the Audit Committee.

^(c) Vice Chair of the Audit Committee.

INTERESTED TRUSTEE

Name and Year of Birth

Position
Held with
the Trust

Term of
Office** and
Length of
Time Served

Principal Occupation(s) During
Past Five Years

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

Other
Directorships
Held by Trustee
During Past
Five Years

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

Trustee

Since 2007

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

Ten

None

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

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

OFFICERS

Name and Year of Birth

Position
Held with
the Trust

Term of
Office* and
Length of
Time Served

Principal Occupation(s) During Past Five Years

Anna Marie Lopez
(born 1967)

President

Since 2007

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

Mark McMahon
(born 1968)

Vice President and Secretary

Since 2006

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

James Menvielle
(born 1972)

Vice President and Treasurer

Since 2007

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

Tina Kodama
(born 1968)

Vice President and Chief Compliance Officer

Since 2007

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

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

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

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Information about the Funds

ADVISOR

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

LEGAL COUNSEL

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP
555 West 5th Street
Los Angeles, California 90013

DISTRIBUTOR

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

ADMINISTRATOR AND TRANSFER AGENT

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

CUSTODIAN

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

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

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

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

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

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

CODE #HWF-AR-0618-0818

JUNE 30, 2018

ANNUAL REPORT

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

	FYE 6/30/2018		FYE 6/30/2017
Audit Fees	$	245,758	$	246,428
Audit-Related Fees	$	0	$	0
Tax Fees	$	75,750	$	74,265
All Other Fees	$	0	$	0

The registrant’s Audit Committee (the “Committee”) has adopted policies and procedures with regard to the pre-approval of services. The Committee shall pre-approve any engagements of the independent auditors to provide any non-prohibited services to the registrant, including the fees and other compensation to be paid to the independent auditors. The Chairman of the Committee may grant the pre-approval of services to the registrant for non-prohibited services for engagements of less than $5,000. The Committee shall also pre-approve any engagement of the independent auditors, including the fees and other compensation to be paid to the independent auditors, to provide any non-audit services to the registrant’s investment adviser, Hotchkis & Wiley Capital Management, LLC (the “Advisor”) (or any

“control affiliate” of the Advisor providing ongoing services to the registrant), if the engagement relates directly to the operations and financial reporting of the registrant. The Chairman of the Committee may grant the pre-approval for non-prohibited services to the Advisor for engagements of less than $5,000. All such delegated pre-approvals shall be presented to the Committee no later than the next Committee meeting.

The percentage of fees billed by Deloitte & Touche LLP (“D&T”) applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

	FYE 6/30/2018		FYE 6/30/2017
Audit-Related Fees	0	%	0	%
Tax Fees	0	%	0	%
All Other Fees	0	%	0	%

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

During the last two fiscal years, D&T has served as the auditor to the Advisor and/or affiliates of the Advisor, and has rendered non-audit services to the Advisor and/or affiliates of the Advisor. The non-audit services that D&T provided to the Advisor and/or affiliates of the Advisor in 2018 and 2017 consisted of preparing state and federal tax returns. D&T charged $124,900 and $121,250 for such non-audit services to the Advisor and/or affiliates of the Advisor for 2018 and 2017, respectively. None of the non-audit services provided by D&T to the Advisor and/or affiliates of the Advisor directly related to the operations or financial reporting of the registrant. The Committee has considered whether the provision of audit and non-audit services that were rendered to the Advisor and any entity controlling, controlled by or under common control with the Advisor is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. Exhibits.

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

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

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

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)		Hotchkis & Wiley Funds

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

Date	August 28, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

Date	August 28, 2018

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

Date	August 28, 2018

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