Item 1. Report to Stockholders.
(a) The registrant’s semi-annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is as follows:
| Fund (Class) | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
| FPA Crescent Fund (Institutional Class/FPACX) | $55 | 1.05% |
| AVERAGE ANNUAL TOTAL RETURN | 6 Months | 1 Year | 5 Years | 10 Years |
| FPA Crescent Fund (Institutional Class/FPACX) | 8.76% | 16.37% | 9.96% | 7.50% |
| MSCI All Country World Index | 11.30% | 19.38% | 10.76% | 8.43% |
| 60%/40% S&P 500 Index/Bloomberg Barclays US Aggregate Bond Index | 8.70% | 15.42% | 9.01% | 8.38% |
| S&P 500 Index | 15.29% | 24.56% | 15.05% | 12.86% |
| Consumer Price Index (US) CPI | 1.36% | 3.03% | 4.15% | 2.79% |
| Fund net assets | $10,379,527,285% |
| Total number of portfolio holdings | $164% |
| Total advisory fee paid/(reimbursed) | $45,408,257% |
| Portfolio turnover rate as of the end of the reporting period | $4% |
| Alphabet, Inc. - Class A | 3.6% |
| Holcim AG | 3.3% |
| Analog Devices, Inc. | 3.1% |
| Meta Platforms, Inc. - Class A | 3.0% |
| Citigroup, Inc. | 2.7% |
| Comcast Corp. - Class A | 2.7% |
| TE Connectivity Ltd. | 2.7% |
| International Flavors & Fragrances, Inc. | 2.4% |
| Alphabet, Inc. - Class C | 2.4% |
| Jefferies Financial Group, Inc. | 2.3% |
| Fund (Class) | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
| FPA Crescent Fund (Investor Class/FPFRX)1 | $20 | 1.15% |
1 | The Investor Class commenced operations on April 30, 2024. If the Investor Class had been operational for the entire semi-annual period of January 1, 2024 to June 30, 2024, expenses would have been higher. |
| AVERAGE ANNUAL TOTAL RETURN | 6 Months | 1 Year | 5 Years | 10 Years |
| FPA Crescent Fund (Investor Class/FPFRX)1 | 8.71% | 16.26% | 9.85% | 7.40% |
| MSCI All Country World Index | 11.30% | 19.38% | 10.76% | 8.43% |
| 60%/40% S&P 500 Index/Bloomberg Barclays US Aggregate Bond Index | 8.70% | 15.42% | 9.01% | 8.38% |
| S&P 500 Index | 15.29% | 24.56% | 15.05% | 12.86% |
| Consumer Price Index (US) CPI | 1.36% | 3.03% | 4.15% | 2.79% |
| 1 | Investor Class commenced operations on April 30, 2024. The performance figures for Investor Class shares include the performance for the Institutional Class shares for the periods prior to the inception date of Investor Class shares, adjusted for the difference in Institutional Class shares and Investor Class shares expenses. Investor Class shares impose higher expenses than Institutional Class shares. Since Investor Class shares have higher expenses and are therefore more expensive than Institutional Class shares, the returns for Investor Class shares will be lower than the returns shown for Institutional Class shares. |
| Fund net assets | $10,379,527,285% |
| Total number of portfolio holdings | $164% |
| Total advisory fee paid/(reimbursed) | $45,408,257% |
| Portfolio turnover rate as of the end of the reporting period | $4% |
| Alphabet, Inc. - Class A | 3.6% |
| Holcim AG | 3.3% |
| Analog Devices, Inc. | 3.1% |
| Meta Platforms, Inc. - Class A | 3.0% |
| Citigroup, Inc. | 2.7% |
| Comcast Corp. - Class A | 2.7% |
| TE Connectivity Ltd. | 2.7% |
| International Flavors & Fragrances, Inc. | 2.4% |
| Alphabet, Inc. - Class C | 2.4% |
| Jefferies Financial Group, Inc. | 2.3% |
| Fund (Class) | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
| FPA Crescent Fund (Supra Institutional Class/FPCSX) | $51 | 0.99% |
| AVERAGE ANNUAL TOTAL RETURN | 6 Months | 1 Year | Since Inception1 |
| FPA Crescent Fund (Supra Institutional Class/FPCSX) | 8.81% | 16.46% | 12.68% |
| MSCI All Country World Index | 11.30% | 19.38% | 11.02% |
| 60%/40% S&P 500 Index/Bloomberg Barclays US Aggregate Bond Index | 8.70% | 15.42% | 7.71% |
| S&P 500 Index | 15.29% | 24.56% | 14.74% |
| Consumer Price Index (US) CPI | 1.36% | 3.03% | 5.00% |
| 1 | Supra Institutional Class commenced operations on September 4, 2020. |
| Fund net assets | $10,379,527,285% |
| Total number of portfolio holdings | $164% |
| Total advisory fee paid/(reimbursed) | $45,408,257% |
| Portfolio turnover rate as of the end of the reporting period | $4% |
| Alphabet, Inc. - Class A | 3.6% |
| Holcim AG | 3.3% |
| Analog Devices, Inc. | 3.1% |
| Meta Platforms, Inc. - Class A | 3.0% |
| Citigroup, Inc. | 2.7% |
| Comcast Corp. - Class A | 2.7% |
| TE Connectivity Ltd. | 2.7% |
| International Flavors & Fragrances, Inc. | 2.4% |
| Alphabet, Inc. - Class C | 2.4% |
| Jefferies Financial Group, Inc. | 2.3% |
| Fund (Class) | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
| FPA Flexible Fixed Income Fund (Advisor Class/FFIAX) | $30 | 0.60% |
| AVERAGE ANNUAL TOTAL RETURN | 6 Months | 1 Year | Since Inception1 |
| FPA Flexible Fixed Income Fund (Advisor Class/FFIAX) | 2.37% | 7.84% | 2.81% |
| Bloomberg US Universal Bond Index | -0.28% | 3.47% | -2.17% |
| Consumer Price Index Seasonally Adjusted + 2% Wrap | 2.41% | 5.05% | 7.51% |
| 1 | Advisor Class commenced operations on April 19, 2021. |
| Fund net assets | $1,149,171,922% |
| Total number of portfolio holdings | $361% |
| Total advisory fee paid/(reimbursed) | $2,356,759% |
| Portfolio turnover rate as of the end of the reporting period | $25% |
| U.S. Treasury Note, 4.125%, 3/31/2029 | 4.6% |
| U.S. Treasury Note, 4.250%, 2/28/2029 | 3.7% |
| U.S. Treasury Note, 4.000%, 1/31/2029 | 2.2% |
| Fannie Mae Pool, 1.000%, 3/1/2037 | 1.4% |
| U.S. Treasury Note, 4.625%, 9/30/2030 | 1.0% |
| Fannie Mae Pool, 1.500%, 8/1/2036 | 0.9% |
| Ford Credit Floorplan Master Owner Trust A, Series 2018-4, Class A, 4.060%, 11/15/2030 | 0.9% |
| Verizon Master Trust, Series 2024-2, Class A, 4.830%, 12/22/2031 | 0.9% |
| Midcap Financial Issuer Trust, 6.500%, 5/1/2028 | 0.9% |
| Fannie Mae Pool, 1.000%, 12/1/2036 | 0.9% |
| Fund (Class) | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
| FPA Flexible Fixed Income Fund (Institutional Class/FPFIX) | $28 | 0.55% |
| AVERAGE ANNUAL TOTAL RETURN | 6 Months | 1 Year | 5 Years | Since Inception1 |
| FPA Flexible Fixed Income Fund (Institutional Class/FPFIX) | 2.39% | 7.87% | 3.17% | 3.37% |
| Bloomberg US Universal Bond Index | -0.28% | 3.47% | 0.11% | 1.26% |
| Consumer Price Index Seasonally Adjusted + 2% Wrap | 2.41% | 5.05% | 6.25% | 6.04% |
| 1 | Institutional Class commenced operations on December 31, 2018. |
| Fund net assets | $1,149,171,922% |
| Total number of portfolio holdings | $361% |
| Total advisory fee paid/(reimbursed) | $2,356,759% |
| Portfolio turnover rate as of the end of the reporting period | $25% |
| U.S. Treasury Note, 4.125%, 3/31/2029 | 4.6% |
| U.S. Treasury Note, 4.250%, 2/28/2029 | 3.7% |
| U.S. Treasury Note, 4.000%, 1/31/2029 | 2.2% |
| Fannie Mae Pool, 1.000%, 3/1/2037 | 1.4% |
| U.S. Treasury Note, 4.625%, 9/30/2030 | 1.0% |
| Fannie Mae Pool, 1.500%, 8/1/2036 | 0.9% |
| Ford Credit Floorplan Master Owner Trust A, Series 2018-4, Class A, 4.060%, 11/15/2030 | 0.9% |
| Verizon Master Trust, Series 2024-2, Class A, 4.830%, 12/22/2031 | 0.9% |
| Midcap Financial Issuer Trust, 6.500%, 5/1/2028 | 0.9% |
| Fannie Mae Pool, 1.000%, 12/1/2036 | 0.9% |
(b) Not applicable.
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments is included as part of the report to shareholders filed under Item 7 of this Form. |
| (b) | Not Applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
FPA Crescent Fund
(Institutional Class: FPACX)
(Investor Class: FPFRX)
(Supra Institutional Class: FPCSX)
SEMI-ANNUAL FINANCIALS AND OTHER INFORMATION
JUNE 30, 2024
FPA Crescent Fund
A series of Investment Managers Series Trust III
Table of Contents
| Item 7. Financial Statements and Financial Highlights | |
| Schedule of Investments | 1 |
| Statement of Assets and Liabilities | 10 |
| Statement of Operations | 11 |
| Statements of Changes in Net Assets | 12 |
| Financial Highlights | 13 |
| Notes to Financial Statements | 16 |
This report and the financial statements contained herein are provided for the general information of the shareholders of the FPA Crescent Fund (the “Fund”). This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective shareholder report and prospectus.
www.fpa.com
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
FPA Crescent Fund
SCHEDULE OF INVESTMENTS
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| BONDS & DEBENTURES — 5.3% | ||||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES — 0.1% | ||||||||
| AGENCY — 0.1% | ||||||||
| Eleven Madison Mortgage Trust | ||||||||
| $ | 12,681,000 | Series 2015-11MD, Class A, 3.673%, 9/10/2035(a),(b) | $ | 12,115,459 | ||||
| TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES | ||||||||
| (Cost $11,328,615) | 12,115,459 | |||||||
| CONVERTIBLE BONDS — 1.8% | ||||||||
| Delivery Hero AG | ||||||||
| 2,600,000 | 1.000%, 4/30/2026 | 2,513,555 | ||||||
| 86,200,000 | 1.000%, 1/23/2027 | 76,357,064 | ||||||
| 1,600,000 | 1.500%, 1/15/2028 | 1,319,539 | ||||||
| 4,300,000 | 3.250%, 2/21/2030 | 4,006,342 | ||||||
| Wayfair, Inc. | ||||||||
| 84,672,000 | 0.625%, 10/1/2025 | 78,746,061 | ||||||
| 4,278,000 | 1.000%, 8/15/2026 | 3,848,994 | ||||||
| Zillow Group, Inc. | ||||||||
| 1,703,000 | 2.750%, 5/15/2025 | 1,716,440 | ||||||
| 12,336,000 | 1.375%, 9/1/2026 | 14,872,417 | ||||||
| TOTAL CONVERTIBLE BONDS | ||||||||
| (Cost $176,608,356) | 183,380,412 | |||||||
| CORPORATE BANK DEBT — 0.9% | ||||||||
| CB&I STS Delaware LLC | ||||||||
| 13.096% (3-Month Term SOFR+776.2 basis points), | ||||||||
| 41,356,147 | 12/31/2026(b),(c),(d),(e),(f),(g) | 41,769,708 | ||||||
| Cornerstone OnDemand, Inc. | ||||||||
| 2,525,781 | 9.343% (1-Month Term SOFR+375 basis points), 10/16/2028(b),(d),(g) | 2,374,234 | ||||||
| Farfetch U.S. Holdings, Inc. | ||||||||
| 21,182,895 | 11.575% (3-Month Term SOFR+625 basis points), 10/20/2027(b),(d),(g) | 19,647,135 | ||||||
| Lealand Finance Company B.V. Senior Exit LC | ||||||||
| (26,423,879 | ) | 3.500%, 6/30/2027(b),(c),(d),(e),(g),(h),(i) | (14,112,245 | ) | ||||
| Lealand Reficar LC Term Loan | ||||||||
| 2,484,394 | 12.798% (3-Month Term SOFR+750 basis points), 6/30/2027(b),(c),(d),(e),(g),(h),(i) | 2,065,454 | ||||||
| McDermott LC | ||||||||
| 31,488,530 | 9.593%, 6/30/2027(b),(c),(d),(e),(g),(h) | 16,374,036 | ||||||
| McDermott Tanks Escrow LC | ||||||||
| 7,265,394 | 6.346% (3-Month Term SOFR+101.2 basis points), 12/31/2026(b),(c),(d),(e),(g) | 3,778,005 | ||||||
| McDermott Technology Americas, Inc. | ||||||||
| 1,074,221 | 8.458% (1-Month Term SOFR+300 basis points), 6/30/2027(b),(c),(d),(g) | 590,821 | ||||||
| 38,775,902 | 9.457% (1-Month Term SOFR+400 basis points), 12/31/2027(b),(c),(d),(f),(g) | 17,061,397 | ||||||
| Vision Solutions, Inc. | ||||||||
| 2,525,553 | 11.750% (3-Month Term SOFR+400 basis points), 4/24/2028(b),(d),(g) | 2,484,513 | ||||||
| TOTAL CORPORATE BANK DEBT | ||||||||
| (Cost $144,966,055) | 92,033,058 | |||||||
1
FPA Crescent Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| CORPORATE BONDS — 0.3% | ||||||||
| ENERGY — 0.0% | ||||||||
| Gulfport Energy Corp. | ||||||||
| $ | 637,767 | 8.000%, 5/17/2026 | $ | 641,976 | ||||
| FINANCIALS — 0.3% | ||||||||
| Charles Schwab Corp. | ||||||||
| 18,976,000 | 4.000% (USD 5 Year Tsy+316.8 basis points)(b),(j) | 17,595,358 | ||||||
| 2,588,000 | 5.000% (3-Month USD Libor+257.5 basis points)(b),(j) | 2,351,845 | ||||||
| Vornado Realty LP | ||||||||
| 8,815,000 | 3.500%, 1/15/2025 | 8,682,775 | ||||||
| 8,623,000 | 2.150%, 6/1/2026 | 7,914,448 | ||||||
| 36,544,426 | ||||||||
| TOTAL CORPORATE BONDS | ||||||||
| (Cost $33,647,812) | 37,186,402 | |||||||
| U.S. TREASURY NOTES & BONDS — 2.2% | ||||||||
| U.S. Treasury Note | ||||||||
| 231,000,000 | 5.000%, 8/31/2025 | 230,783,784 | ||||||
| TOTAL U.S. TREASURY NOTES & BONDS | ||||||||
| (Cost $231,394,400) | 230,783,784 | |||||||
| TOTAL BONDS & DEBENTURES | ||||||||
| (Cost $597,945,238) | 555,499,115 | |||||||
| Number of Shares | ||||||||
| CLOSED-END FUNDS — 0.1% | ||||||||
| 4,756,180 | Altegrity, Inc.(e),(g) | 11,081,900 | ||||||
| TOTAL CLOSED-END FUNDS | ||||||||
| (Cost $0) | 11,081,900 | |||||||
| COMMON STOCKS — 62.1% | ||||||||
| AEROSPACE & DEFENSE — 2.1% | ||||||||
| 796,571 | Howmet Aerospace, Inc. | 61,837,807 | ||||||
| 724,451 | Safran S.A. | 153,144,814 | ||||||
| 214,982,621 | ||||||||
| APPAREL & TEXTILE PRODUCTS — 0.9% | ||||||||
| 606,475 | Cie Financiere Richemont S.A. - Class A | 94,666,799 | ||||||
| ASSET MANAGEMENT — 1.3% | ||||||||
| 273,088 | Groupe Bruxelles Lambert N.V. | 19,491,663 | ||||||
| 408,466 | LPL Financial Holdings, Inc. | 114,084,554 | ||||||
| 457,176 | Pershing Square Tontine Holdings Ltd.(e),(g) | - | ||||||
| 133,576,217 | ||||||||
| BANKING — 4.7% | ||||||||
| 4,452,588 | Citigroup, Inc. | 282,561,234 | ||||||
| 3,496,861 | Wells Fargo & Co. | 207,678,575 | ||||||
| 490,239,809 | ||||||||
2
FPA Crescent Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Number of Shares | Value | |||||||
| COMMON STOCKS (Continued) | ||||||||
| BEVERAGES — 2.7% | ||||||||
| 2,137,538 | Heineken Holding N.V. | $ | 168,590,355 | |||||
| 4,857,064 | JDE Peet’s N.V. | 96,745,974 | ||||||
| 2,186,351 | Swire Pacific Ltd. - Class A | 19,318,260 | ||||||
| 284,654,589 | ||||||||
| BIOTECH & PHARMA — 0.4% | ||||||||
| 152,000 | Bio-Rad Laboratories, Inc.* | 41,512,720 | ||||||
| CABLE & SATELLITE — 3.8% | ||||||||
| 393,387 | Charter Communications, Inc. - Class A* | 117,606,978 | ||||||
| 7,087,694 | Comcast Corp. - Class A | 277,554,097 | ||||||
| 395,161,075 | ||||||||
| CHEMICALS — 2.4% | ||||||||
| 2,596,396 | International Flavors & Fragrances, Inc. | 247,202,863 | ||||||
| COMMERCIAL SUPPORT SERVICES — 0.1% | ||||||||
| 228,457 | Eurofins Scientific S.E. | 11,388,599 | ||||||
| 2,654 | Rentokil Initial PLC | 15,472 | ||||||
| 11,404,071 | ||||||||
| CONSTRUCTION MATERIALS — 3.3% | ||||||||
| 3,902,547 | Holcim AG* | 345,821,694 | ||||||
| E-COMMERCE DISCRETIONARY — 2.2% | ||||||||
| 1,810,103 | Alibaba Group Holding Ltd. | 16,341,481 | ||||||
| 1,075,603 | Amazon.com, Inc.* | 207,860,280 | ||||||
| 224,201,761 | ||||||||
| ELECTRIC UTILITIES — 0.9% | ||||||||
| 2,241,472 | FirstEnergy Corp. | 85,781,133 | ||||||
| 720,710 | PG&E Corp. | 12,583,597 | ||||||
| 98,364,730 | ||||||||
| ELECTRICAL EQUIPMENT — 2.7% | ||||||||
| 1,833,926 | TE Connectivity Ltd. | 275,877,488 | ||||||
| ENGINEERING & CONSTRUCTION — 0.9% | ||||||||
| 56,585,375 | McDermott International, Ltd.*,(c),(e),(g) | 16,409,759 | ||||||
| 694,573 | Samsung C&T Corp. | 71,652,282 | ||||||
| 88,062,041 | ||||||||
| ENTERTAINMENT CONTENT — 0.6% | ||||||||
| 33,130 | Epic Games, Inc.(e),(g) | 8,812,580 | ||||||
| 2,861,357 | Nexon Co., Ltd. | 52,909,050 | ||||||
| 61,721,630 | ||||||||
| FOOD — 0.2% | ||||||||
| 1,628,225 | Herbalife Ltd.* | 16,917,258 | ||||||
| HEALTH CARE FACILITIES & SVCS — 0.7% | ||||||||
| 233,915 | ICON PLC* | 73,325,334 | ||||||
3
FPA Crescent Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Number of Shares | Value | |||||||
| COMMON STOCKS (Continued) | ||||||||
| INDUSTRIAL SUPPORT SERVICES — 1.3% | ||||||||
| 699,096 | Ferguson PLC | $ | 135,379,940 | |||||
| INSTITUTIONAL FINANCIAL SVCS — 2.3% | ||||||||
| 4,697,583 | Jefferies Financial Group, Inc. | 233,751,730 | ||||||
| INSURANCE — 1.5% | ||||||||
| 540,107 | Aon PLC - Class A | 158,564,613 | ||||||
| INTERNET MEDIA & SERVICES — 11.3% | ||||||||
| 2,056,031 | Alphabet, Inc. - Class A | 374,506,047 | ||||||
| 1,340,310 | Alphabet, Inc. - Class C | 245,839,660 | ||||||
| 551,839 | Delivery Hero S.E.* | 13,089,777 | ||||||
| 646,495 | Just Eat Takeaway.com N.V.* | 7,778,295 | ||||||
| 629,810 | Meta Platforms, Inc. - Class A | 317,562,798 | ||||||
| 58,893 | Netflix, Inc.* | 39,745,708 | ||||||
| 2,882,508 | Prosus N.V.* | 102,668,897 | ||||||
| 951,959 | Uber Technologies, Inc.* | 69,188,380 | ||||||
| 1,170,379,562 | ||||||||
| LEISURE FACILITIES & SERVICES — 1.6% | ||||||||
| 1,533,842 | Entain PLC | 12,214,896 | ||||||
| 402,415 | Marriott International, Inc. - Class A | 97,291,875 | ||||||
| 308,095 | Vail Resorts, Inc. | 55,497,152 | ||||||
| 165,003,923 | ||||||||
| METALS & MINING — 1.4% | ||||||||
| 25,011,010 | Glencore PLC* | 142,617,452 | ||||||
| 55,123 | Metals Acquisition Corp. - Class A* | 754,634 | ||||||
| 143,372,086 | ||||||||
| OIL & GAS PRODUCERS — 1.6% | ||||||||
| 420,528 | Gulfport Energy Corp.* | 63,499,728 | ||||||
| 5,262,897 | Kinder Morgan, Inc. | 104,573,763 | ||||||
| 168,073,491 | ||||||||
| OTHER COMMON STOCK — 0.2% | ||||||||
| — | Other Common Stock(k) | 25,028,700 | ||||||
| REIT — 1.0% | ||||||||
| 4,120,722 | Douglas Emmett, Inc. | 54,846,810 | ||||||
| 1,668,698 | Vornado Realty Trust | 43,870,070 | ||||||
| 98,716,880 | ||||||||
| RETAIL - DISCRETIONARY — 1.1% | ||||||||
| 1,521,148 | CarMax, Inc.* | 111,560,994 | ||||||
| SEMICONDUCTORS — 5.3% | ||||||||
| 1,420,350 | Analog Devices, Inc. | 324,209,091 | ||||||
| 56,193 | Broadcom, Inc. | 90,219,547 | ||||||
4
FPA Crescent Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Number of Shares | Value | |||||||
| COMMON STOCKS (Continued) | ||||||||
| SEMICONDUCTORS (Continued) | ||||||||
| 512,600 | NXP Semiconductors N.V. | $ | 137,935,534 | |||||
| 552,364,172 | ||||||||
| TECHNOLOGY HARDWARE — 2.2% | ||||||||
| 418,505 | Dell Technologies, Inc. - Class C | 57,716,025 | ||||||
| 1,942,412 | NCR Atleos Corp.* | 52,483,972 | ||||||
| 2,751,836 | NCR Voyix Corp.* | 33,985,175 | ||||||
| 1,626,680 | Nintendo Co., Ltd. | 86,505,526 | ||||||
| 230,690,698 | ||||||||
| TECHNOLOGY SERVICES — 0.8% | ||||||||
| 1,430,916 | LG Corp. | 83,786,291 | ||||||
| TRANSPORTATION EQUIPMENT — 0.6% | ||||||||
| 422,836 | Westinghouse Air Brake Technologies Corp. | 66,829,230 | ||||||
| TOTAL COMMON STOCKS | ||||||||
| (Cost $3,704,487,661) | 6,441,195,010 | |||||||
| LIMITED PARTNERSHIPS — 2.6% | ||||||||
| 150,000 | Footpath Ventures SPV IV LP(g),(l) | 12,451,569 | ||||||
| 2,073,734 | FPS Group Ltd.(c),(e),(g) | 219,391,056 | ||||||
| 107,799 | FPS Shelby Holdco I LLC(c),(e),(g) | 8,876,467 | ||||||
| 958,312 | GACP II LP(g),(l) | 2,755,180 | ||||||
| 1,146,250 | Sound Holding FP(c),(e),(g) | 22,692,387 | ||||||
| 120,000 | U.S. Farming Realty Trust II LP(c),(e),(g) | 2,982,096 | ||||||
| TOTAL LIMITED PARTNERSHIPS | ||||||||
| (Cost $159,402,891) | 269,148,755 | |||||||
| PREFERRED STOCKS — 0.1% | ||||||||
| ENERGY — 0.0% | ||||||||
| 1,345 | Gulfport Energy Corp., 10.000%, (e) | 1,256,051 | ||||||
| INDUSTRIALS — 0.1% | ||||||||
| 26,288 | McDermott International, Ltd., 8.000%, (c),(e),(g) | 4,854,471 | ||||||
| TOTAL PREFERRED STOCKS | ||||||||
| (Cost $2,473,080) | 6,110,522 | |||||||
| WARRANTS (SPAC) — 0.0% | ||||||||
| 18,063 | American Oncology Network, Inc., Expiration Date: March 31, 2028* | 542 | ||||||
| 160,436 | Atlantic Coastal Acquisition Corp. II, Expiration Date: June 2, 2028* | 9,626 | ||||||
| 266,952 | BigBear.ai Holdings, Inc., Expiration Date: December 31, 2028* | 42,045 | ||||||
| 173,528 | Brand Engagement Network, Inc., Expiration Date: December 31, 2027* | 5,588 | ||||||
| 1,007,550 | BurTech Acquisition Corp., Expiration Date: December 18, 2026* | 251,888 | ||||||
| 123,284 | Churchill Capital Corp. VII, Expiration Date: February 29, 2028* | 43,149 | ||||||
| 167,442 | ECARX Holdings, Inc., Expiration Date: December 21, 2027* | 5,760 | ||||||
| 414,327 | Electriq Power Holdings, Inc., Expiration Date: January 25, 2028* | 83 | ||||||
| 64,614 | Global Partner Acquisition Corp. II, Expiration Date: December 30, 2027*,(e) | - | ||||||
5
FPA Crescent Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Number of Shares | Value | |||||||
| WARRANTS (SPAC) (Continued) | ||||||||
| 344,044 | Golden Arrow Merger Corp., Expiration Date: July 31, 2027* | $ | 51,951 | |||||
| 98,835 | Heliogen, Inc., Expiration Date: March 31, 2028* | 692 | ||||||
| 316,054 | MariaDB PLC, Expiration Date: December 16, 2027* | 32,870 | ||||||
| 216,065 | NioCorp Developments Ltd., Expiration Date: March 17, 2028* | 50,127 | ||||||
| 91,791 | Northern Star Investment Corp. III, Expiration Date: February 24, 2028*,(e) | 9 | ||||||
| 70,911 | Northern Star Investment Corp. IV, Expiration Date: December 31, 2027*,(e) | 7 | ||||||
| 193,976 | Plum Acquisition Corp. I, Expiration Date: December 31, 2028* | 16,488 | ||||||
| 13,439 | Plum Acquisition Corp. III, Expiration Date: March 31, 2028* | 876 | ||||||
| 23,455 | PowerUp Acquisition Corp., Expiration Date: February 18, 2027* | 645 | ||||||
| 10,692 | Prenetics Global Ltd., Expiration Date: December 31, 2026* | 149 | ||||||
| 77,074 | Ross Acquisition Corp. II, Expiration Date: February 12, 2026*,(e) | 6,952 | ||||||
| 516,072 | Sable Offshore Corp., Expiration Date: December 31, 2028* | 2,203,627 | ||||||
| 178,581 | Slam Corp., Expiration Date: December 31, 2027* | 44,645 | ||||||
| 27,467 | Swvl Holdings Corp., Expiration Date: March 31, 2027* | 387 | ||||||
| TOTAL WARRANTS (SPAC) | ||||||||
| (Cost $1,423,348) | 2,768,106 | |||||||
| SHORT-TERM INVESTMENTS — 29.5% | ||||||||
| MONEY MARKET INVESTMENTS — 0.0% | ||||||||
| 2,585,003 | Morgan Stanley Institutional Liquidity Treasury Portfolio - Institutional Class,5.06%(m) | 2,585,003 | ||||||
| Principal Amount | ||||||||
| COMMERCIAL PAPER — 9.7% | ||||||||
| $ | 10,000,000 | Cisco Systems, Inc., 5.32%, 7/29/2024 | 9,958,622 | |||||
| 70,000,000 | Cisco Systems, Inc., 5.32%, 8/5/2024 | 69,637,944 | ||||||
| 67,873,000 | Johnson & Johnson Co., 5.23%, 7/1/2024 | 67,873,000 | ||||||
| 21,800,000 | Johnson & Johnson Co., 5.15%, 7/12/2024 | 21,765,695 | ||||||
| 57,000,000 | Johnson & Johnson Co., 5.30%, 8/1/2024 | 56,739,858 | ||||||
| 125,000,000 | Johnson & Johnson Co., 5.27%, 10/10/2024 | 123,151,840 | ||||||
| 40,000,000 | Kenvue, Inc., 5.33%, 7/23/2024 | 39,869,711 | ||||||
| 25,500,000 | Microsoft Corp., 5.28%, 7/8/2024 | 25,473,820 | ||||||
| 73,000,000 | Microsoft Corp., 5.28%, 7/9/2024 | 72,914,347 | ||||||
| 69,000,000 | Nestle Capital, 5.31%, 7/15/2024 | 68,857,515 | ||||||
| 60,000,000 | Nestle Capital, 5.33%, 7/22/2024 | 59,813,450 | ||||||
| 52,000,000 | PepsiCo., Inc., 5.30%, 10/3/2024 | 51,280,378 | ||||||
| 50,000,000 | Pfizer, Inc., 5.32%, 10/2/2024 | 49,312,834 | ||||||
| 17,000,000 | Roche Holdings, Inc., 5.30%, 7/19/2024 | 16,954,950 | ||||||
| 50,000,000 | Roche Holdings, Inc., 5.30%, 7/30/2024 | 49,786,528 | ||||||
| 125,000,000 | Walmart Stores, Inc., 5.29%, 7/5/2024 | 124,926,528 | ||||||
| 100,000,000 | Walmart Stores, Inc., 5.29%, 7/8/2024 | 99,897,139 | ||||||
| 1,008,214,159 | ||||||||
| TREASURY BILLS — 19.8% | ||||||||
| 40,000,000 | U.S. Treasury Bill, 1.75%, 7/2/2024(n) | 39,994,206 | ||||||
6
FPA Crescent Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| TREASURY BILLS (Continued) | ||||||||
| $ | 16,000,000 | U.S. Treasury Bill, 3.56%, 7/5/2024(n) | $ | 15,990,650 | ||||
| 80,000,000 | U.S. Treasury Bill, 4.26%, 7/9/2024(n) | 79,906,710 | ||||||
| 40,000,000 | U.S. Treasury Bill, 4.43%, 7/11/2024(n) | 39,941,839 | ||||||
| 67,000,000 | U.S. Treasury Bill, 4.70%, 7/16/2024(n) | 66,853,689 | ||||||
| 51,000,000 | U.S. Treasury Bill, 4.77%, 7/18/2024(n) | 50,873,587 | ||||||
| 51,000,000 | U.S. Treasury Bill, 4.88%, 7/23/2024(n) | 50,836,880 | ||||||
| 65,000,000 | U.S. Treasury Bill, 4.92%, 7/25/2024(n) | 64,773,094 | ||||||
| 85,000,000 | U.S. Treasury Bill, 5.05%, 8/6/2024(n) | 84,555,008 | ||||||
| 81,000,000 | U.S. Treasury Bill, 5.07%, 8/8/2024(n) | 80,552,194 | ||||||
| 81,000,000 | U.S. Treasury Bill, 5.10%, 8/13/2024(n) | 80,493,514 | ||||||
| 81,000,000 | U.S. Treasury Bill, 5.13%, 8/15/2024(n) | 80,468,842 | ||||||
| 50,000,000 | U.S. Treasury Bill, 5.14%, 8/20/2024(n) | 49,636,111 | ||||||
| 89,000,000 | U.S. Treasury Bill, 5.16%, 8/22/2024(n) | 88,326,060 | ||||||
| 51,000,000 | U.S. Treasury Bill, 5.17%, 8/27/2024(n) | 50,577,476 | ||||||
| 72,000,000 | U.S. Treasury Bill, 5.19%, 8/29/2024(n) | 71,378,669 | ||||||
| 90,000,000 | U.S. Treasury Bill, 5.19%, 9/3/2024(n) | 89,158,653 | ||||||
| 136,000,000 | U.S. Treasury Bill, 5.00%, 9/5/2024(n) | 134,698,466 | ||||||
| 69,000,000 | U.S. Treasury Bill, 5.20%, 9/10/2024(n) | 68,285,609 | ||||||
| 44,000,000 | U.S. Treasury Bill, 5.22%, 9/12/2024(n) | 43,532,980 | ||||||
| 63,000,000 | U.S. Treasury Bill, 5.22%, 9/17/2024(n) | 62,286,651 | ||||||
| 62,000,000 | U.S. Treasury Bill, 5.21%, 9/19/2024(n) | 61,280,905 | ||||||
| 70,000,000 | U.S. Treasury Bill, 5.22%, 9/24/2024(n) | 69,136,067 | ||||||
| 90,000,000 | U.S. Treasury Bill, 5.19%, 9/26/2024(n) | 88,864,353 | ||||||
| 83,000,000 | U.S. Treasury Bill, 5.21%, 10/1/2024(n) | 81,702,328 | ||||||
| 276,000,000 | U.S. Treasury Bill, 5.12%, 10/3/2024(n) | 272,256,364 | ||||||
| 83,000,000 | U.S. Treasury Bill, 5.25%, 10/17/2024(n) | 81,893,759 | ||||||
| 2,048,254,664 | ||||||||
| TOTAL SHORT-TERM INVESTMENTS | ||||||||
| (Cost $3,059,217,813) | 3,059,053,826 | |||||||
| TOTAL INVESTMENTS — 99.7% | ||||||||
| (Cost $7,524,950,031) | 10,344,857,234 | |||||||
| Other Assets in Excess of Liabilities — 0.3% | 34,670,051 | |||||||
| TOTAL NET ASSETS — 100.0% | $ | 10,379,527,285 | ||||||
| Number of Shares | ||||||||
| SECURITIES SOLD SHORT — (0.7)% | ||||||||
| COMMON STOCKS — (0.2)% | ||||||||
| (83,600 | ) | Sartorius AG | (19,606,340 | ) | ||||
| TOTAL COMMON STOCKS | ||||||||
| (Proceeds $30,372,551) | (19,606,340 | ) | ||||||
7
FPA Crescent Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Number of Shares | Value | |||||||
| EXCHANGE-TRADED FUNDS — (0.5)% | ||||||||
| (98,879 | ) | SPDR S&P 500 ETF Trust | $ | (53,811,929 | ) | |||
| TOTAL EXCHANGE-TRADED FUNDS | ||||||||
| (Proceeds $52,373,098) | (53,811,929 | ) | ||||||
| TOTAL SECURITIES SOLD SHORT | ||||||||
| (Proceeds $82,745,649) | $ | (73,418,269 | ) | |||||
ETF — Exchange-Traded Fund
LLC — Limited Liability Company
LP — Limited Partnership
PLC — Public Limited Company
REIT — Real Estate Investment Trust
| * | Non-income producing security. |
| (a) | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted and may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $12,115,459, which represents 0.12% of Net Assets. |
| (b) | Variable or floating rate security. |
| (c) | Affiliated company. |
| (d) | Bank loans generally pay interest at rates which are periodically determined by reference to a base lending rate plus a premium. All loans carry a variable rate of interest. These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the London Interbank Offered Rate (“LIBOR”), (iii) the Certificate of Deposit rate, or (iv) Secured Overnight Financing Rate (“SOFR”). Bank Loans, while exempt from registration, under the Securities Act of 1933, contain certain restrictions on resale and cannot be sold publicly. Floating rate bank loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. |
| (e) | The value of these securities was determined using significant unobservable inputs. These are reported as Level 3 securities in the Fair Value Hierarchy. |
| (f) | Payment-in-kind interest is generally paid by issuing additional par/shares of the security rather than paying cash. |
| (g) | Restricted securities. These restricted securities constituted 3.88% of total net assets at June 30, 2024, most of which are considered liquid by the Adviser. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under policies adopted by authority of the Fund’s Board of Trustees. |
| (h) | As of June 30, 2024, the Fund had entered into commitments to fund various delayed draw debt-related investments. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing those investments and there can be no assurance that such conditions will be satisfied. See Note 10 of the Notes to Financial Statements for further information on these commitments and contingencies. |
| (i) | All or a portion of the loan is unfunded. |
| (j) | Perpetual security. Maturity date is not applicable. |
| (k) | As permitted by U.S. Securities and Exchange Commission regulations, “Other” Common Stocks include holdings in their first year of acquisition that have not previously been publicly disclosed. |
| (l) | Investment valued using net asset value per share (or its equivalent) as a practical expedient. |
| (m) | The rate is the annualized seven-day yield at period end. |
| (n) | Treasury bill discount rate. |
See accompanying Notes to Financial Statements.
8
FPA Crescent Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
Total Return Swaps – Short
| Receive | Pay | Payment Frequency | Counterparty | Expiration Date | Notional Amount | Value | Upfront Premiums Paid(Received) | Unrealized Appreciation (Depreciation) | ||||||||||||||||||
| Cresco Labs, Inc. | CDOR01M + 1.500% | Annual | Nomura Securities International, Inc. | 7/31/2025 | CAD | 1,600,522 | $ | (121,687 | ) | — | $ | (121,687 | ) | |||||||||||||
| Green Thumb Industries, Inc. | OBFR + 1.500% | Annual | Nomura Securities International, Inc. | 7/31/2025 | $ | 2,078,319 | 347,128 | — | 347,128 | |||||||||||||||||
| Trulieve Cannabis Corp. | CDOR01M + 1.500% | Annual | Nomura Securities International, Inc. | 7/31/2025 | CAD | 521,511 | 246,606 | — | 246,606 | |||||||||||||||||
| Verano Holdings Corp. | CDOR01M + 1.500% | Annual | Nomura Securities International, Inc. | 7/31/2025 | CAD | 1,619,914 | 367,662 | — | 367,662 | |||||||||||||||||
| $ | 839,709 | — | $ | 839,709 | ||||||||||||||||||||||
See accompanying Notes to Financial Statements.
9
FPA Crescent Fund
STATEMENT OF ASSETS AND LIABILITIES
As of June 30, 2024 (Unaudited)
| Assets: | ||||
| Investments, at value (cost $7,203,435,963) | $ | 10,002,123,822 | ||
| Investments in affiliates, at value (cost $321,514,068) | 342,733,412 | |||
| Foreign currency, at value (cost $1,122,012) | 1,121,491 | |||
| Cash | 31,621 | |||
| Deposits held at broker | 104,756,676 | |||
| Receivables: | ||||
| Unrealized appreciation on open swap contracts | 961,396 | |||
| Investment securities sold | 10,201,787 | |||
| Fund shares sold | 2,792,455 | |||
| Dividends and interest | 10,291,637 | |||
| Reclaims receivable | 10,270,963 | |||
| Prepaid expenses | 63,778 | |||
| Total assets | 10,485,349,038 | |||
| Liabilities: | ||||
| Securities sold short, at value (proceeds $82,745,649) | 73,418,269 | |||
| Payables: | ||||
| Investment securities purchased | 19,136,532 | |||
| Fund shares redeemed | 3,442,773 | |||
| Unrealized depreciation on open swap contracts | 121,687 | |||
| Advisory fees | 7,738,884 | |||
| Shareholder servicing fees (Note 8) | 862,364 | |||
| Fund services fees | 278,719 | |||
| Administrative service fees | 424,645 | |||
| Dividends on securities sold short | 173,931 | |||
| Legal fees | 56,282 | |||
| Shareholder reporting fees | 38,867 | |||
| Auditing fees | 24,252 | |||
| Chief Compliance Officer fees | 19,679 | |||
| Trustees’ deferred compensation (Note 3) | 12,588 | |||
| Trustees’ fees and expenses | 3,140 | |||
| Accrued other expenses | 69,141 | |||
| Total liabilities | 105,821,753 | |||
| Commitments and contingencies (Note 9) | ||||
| Net Assets | $ | 10,379,527,285 | ||
| Components of Net Assets: | ||||
| Capital Stock (no par value with an unlimited number of shares authorized) | $ | 7,159,433,822 | ||
| Total distributable earnings (accumulated deficit) | 3,220,093,463 | |||
| Net Assets | $ | 10,379,527,285 | ||
| Maximum Offering Price per Share: | ||||
| Investor Class Shares: | ||||
| Net assets applicable to shares outstanding | $ | 9,017 | ||
| Shares of beneficial interest issued and outstanding | 221 | |||
| Redemption price per share | $ | 40.80 | ||
| Institutional Class Shares: | ||||
| Net assets applicable to shares outstanding | $ | 6,860,233,587 | ||
| Shares of beneficial interest issued and outstanding | 168,251,261 | |||
| Redemption price per share | $ | 40.77 | ||
| Supra Institutional Class Shares: | ||||
| Net assets applicable to shares outstanding | $ | 3,519,284,681 | ||
| Shares of beneficial interest issued and outstanding | 86,264,077 | |||
| Redemption price per share | $ | 40.80 | ||
See accompanying Notes to Financial Statements.
10
FPA Crescent Fund
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2024 (Unaudited)
| Investment income: | ||||
| Interest | $ | 92,333,836 | ||
| Dividends (net of foreign withholding taxes of $1,660,392) | 50,244,282 | |||
| Dividends from affiliated issuers | 14,925,000 | |||
| Interest from affiliated issuers | 7,907,766 | |||
| Total investment income | 165,410,884 | |||
| Expenses: | ||||
| Advisory fees | 46,605,035 | |||
| Shareholder servicing fees - Investor Class (Note 8) | 1 | |||
| Shareholder servicing fees - Institutional Class (Note 8) | 1,705,117 | |||
| Shareholder servicing fees - Supra Institutional Class (Note 8) | 825,189 | |||
| Fund services fees | 767,945 | |||
| Administrative service fees – Institutional Class | 2,393,400 | |||
| Administrative service fees – Supra Institutional Class | 159,015 | |||
| Dividends on securities sold short | 216,412 | |||
| Trustees’ fees and expenses | 115,584 | |||
| Redemption liquidity service | 109,135 | |||
| Shareholder reporting fees | 96,543 | |||
| Insurance fees | 95,435 | |||
| Miscellaneous | 39,211 | |||
| Registration fees | 38,690 | |||
| Legal fees | 15,752 | |||
| Chief Compliance Officer fees | 8,169 | |||
| Auditing fees | 5,742 | |||
| Total expenses | 53,196,375 | |||
| Advisory fees waived | (1,196,778 | ) | ||
| Net expenses | 51,999,597 | |||
| Net investment income (loss) | 113,411,287 | |||
| Realized and Unrealized Gain (Loss): | ||||
| Net realized gain (loss) on: | ||||
| Investments | 222,873,313 | |||
| Investments in affiliated issuers | (695,124 | ) | ||
| In-kind redemptions | 71,415,373 | |||
| Securities sold short | 620,316 | |||
| Swap contracts | 11,090,777 | |||
| Foreign currency transactions | (239,840 | ) | ||
| Total realized gain (loss) | 305,064,815 | |||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | 407,324,338 | |||
| Investments in affiliated issuers | 21,043,377 | |||
| Securities sold short | 9,327,380 | |||
| Swap contracts | (7,498,282 | ) | ||
| Foreign currency translations | (403,138 | ) | ||
| Net change in unrealized appreciation (depreciation) | 429,793,675 | |||
| Net realized and unrealized gain (loss) | 734,858,490 | |||
| Net Increase (Decrease) in Net Assets from Operations | $ | 848,269,777 | ||
See accompanying Notes to Financial Statements.
11
FPA Crescent Fund
STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended June 30, 2024 (Unaudited) | For the Year Ended December 31, 2023 | |||||||
| Increase (Decrease) in Net Assets from: | ||||||||
| Operations: | ||||||||
| Net investment income (loss) | $ | 113,411,287 | $ | 177,766,426 | ||||
| Total realized gain (loss) on investments, Investments in affiliated issuers - realized, purchased options contracts, securities sold short, Swap contracts - realized, Forward foreign currency contracts - realized and foreign currency transactions | 305,064,815 | 615,944,348 | ||||||
| Net change in unrealized appreciation (depreciation) on investments, Investments in affiliated issuers - unrealized, purchased options contracts, securities sold short, Swap contracts - unrealized, Forward foreign currency contracts - unrealized and foreign currency translations | 429,793,675 | 893,410,154 | ||||||
| Net increase (decrease) in net assets resulting from operations | 848,269,777 | 1,687,120,928 | ||||||
| Distributions to Shareholders: | ||||||||
| Distributions: | ||||||||
| Investor Class | (191 | )1 | - | |||||
| Institutional Class | (203,739,698 | ) | (258,315,563 | ) | ||||
| Supra Institutional Class | (104,967,250 | ) | (97,960,009 | ) | ||||
| Total distributions to shareholders | (308,707,139 | ) | (356,275,572 | ) | ||||
| Capital Transactions: | ||||||||
| Net proceeds from shares sold: | ||||||||
| Investor Class | 8,931 | 1 | - | |||||
| Institutional Class | 389,586,192 | 775,927,534 | ||||||
| Supra Institutional Class | 834,705,153 | 574,819,089 | ||||||
| Reinvestment of distributions: | ||||||||
| Investor Class | 191 | 1 | - | |||||
| Institutional Class | 169,766,380 | 218,121,504 | ||||||
| Supra Institutional Class | 93,697,145 | 88,452,433 | ||||||
| Cost of shares redeemed: | ||||||||
| Institutional Class | (1,082,961,565 | ) | (1,260,797,159 | ) | ||||
| Supra Institutional Class | (267,674,965 | ) | (585,048,552 | ) | ||||
| Net increase (decrease) in net assets from capital transactions | 137,127,462 | (188,525,151 | ) | |||||
| Total increase (decrease) in net assets | 676,690,100 | 1,142,320,205 | ||||||
| Net Assets: | ||||||||
| Beginning of period | 9,702,837,185 | 8,560,516,980 | ||||||
| End of period | $ | 10,379,527,285 | $ | 9,702,837,185 | ||||
| Capital Share Transactions: | ||||||||
| Shares sold: | 216 | 1 | - | |||||
| Investor Class | ||||||||
| Institutional Class | 9,732,916 | 21,181,241 | ||||||
| Supra Institutional Class | 20,878,379 | 15,702,900 | ||||||
| Shares reinvested: | ||||||||
| Investor Class | 5 | 1 | - | |||||
| Institutional Class | 4,179,379 | 5,730,291 | ||||||
| Supra Institutional Class | 2,305,540 | 2,322,849 | ||||||
| Shares redeemed: | ||||||||
| Institutional Class | (27,091,706 | ) | (34,480,860 | ) | ||||
| Supra Institutional Class | (6,607,358 | ) | (16,077,091 | ) | ||||
| Net increase (decrease) in capital share transactions | 3,397,371 | (5,620,670 | ) | |||||
| 1 | The Investor Class commenced operations on April 30, 2024. The data shown reflects operations for the period April 30, 2024 to June 30, 2024. |
See accompanying Notes to Financial Statements.
12
FPA Crescent Fund
FINANCIAL HIGHLIGHTS
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.
For the Six Months Ended June 30, 2024 | For the Year Ended December 31, | |||||||||||||||||||||||
| (Unaudited) | 2023 | 20221 | 20211 | 20201 | 20191 | |||||||||||||||||||
| Net asset value, beginning of period | $ | 38.63 | $ | 33.34 | $ | 37.01 | $ | 35.97 | $ | 33.83 | $ | 29.53 | ||||||||||||
| Income from Investment Operations: | ||||||||||||||||||||||||
| Net investment income (loss)2 | 0.45 | 0.70 | 0.17 | - | 3 | 0.18 | 0.62 | |||||||||||||||||
| Net realized and unrealized gain (loss) | 2.93 | 6.03 | (3.58 | ) | 5.34 | 3.69 | 5.25 | |||||||||||||||||
| Total from investment operations | 3.38 | 6.73 | (3.41 | ) | 5.34 | 3.87 | 5.87 | |||||||||||||||||
| Less Distributions: | ||||||||||||||||||||||||
| From net investment income | (0.55 | ) | (0.05 | ) | (0.02 | ) | (0.29 | ) | (0.11 | ) | (0.80 | ) | ||||||||||||
| From net realized gain | (0.69 | ) | (1.39 | ) | (0.24 | ) | (4.01 | ) | (1.62 | ) | (0.77 | ) | ||||||||||||
| Total distributions | (1.24 | ) | (1.44 | ) | (0.26 | ) | (4.30 | ) | (1.73 | ) | (1.57 | ) | ||||||||||||
| Redemption fee proceeds3 | - | - | - | - | - | - | ||||||||||||||||||
| Net asset value, end of period | $ | 40.77 | $ | 38.63 | $ | 33.34 | $ | 37.01 | $ | 35.97 | $ | 33.83 | ||||||||||||
| Total return4 | 8.76 | %5 | 20.27 | % | (9.20 | )% | 15.17 | % | 12.11 | % | 20.02 | % | ||||||||||||
| Ratios and Supplemental Data: | ||||||||||||||||||||||||
| Net assets, end of period (in thousands) | $ | 6,860,234 | $ | 7,009,178 | $ | 6,301,530 | $ | 8,394,402 | $ | 8,903,455 | $ | 14,009,883 | ||||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed | 1.07 | %6,7 | 1.08 | % | 1.09 | %8 | 1.17 | %9 | 1.15 | %9 | 1.23 | %9 | ||||||||||||
| After fees waived and expenses absorbed | 1.05 | %6,7 | 1.05 | % | 1.06 | %8 | 1.14 | %9 | 1.13 | %9 | 1.23 | %9 | ||||||||||||
| Ratio of net investment income (loss) to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed | 2.22 | %6,7 | 1.89 | % | 0.46 | % | (0.03 | )% | 0.54 | % | 1.90 | % | ||||||||||||
| After fees waived and expenses absorbed | 2.24 | %6,7 | 1.92 | % | 0.50 | % | 0.01 | % | 0.56 | % | 1.90 | % | ||||||||||||
| Portfolio turnover rate | 4 | %5 | 14 | % | 20 | % | 20 | % | 29 | % | 23 | % | ||||||||||||
| 1 | Audits performed for the fiscal years indicated by the Fund’s previous auditor, Ernst & Young LLP. |
| 2 | Based on average shares outstanding for the period. |
| 3 | Amount represents less than $0.01 per share. |
| 4 | Return is based on net asset value per share, adjusted for reinvestment of distributions, and does not reflect deduction of the sales charge. |
| 5 | Not annualized. |
| 6 | Annualized. |
| 7 | Includes short sale dividend expense that rounds to less than 0.01% of average net assets. |
| 8 | For the year ended December 31, 2022, the expense ratio includes short sale dividend expense that rounds to less than 0.01% of average net assets. |
| 9 | For the years ended December 31, 2021, December 31, 2020 and December 31, 2019, the expense ratio includes short sale dividend expense equal to 0.09%, 0.07% and 0.16% of average net assets, respectively. |
See accompanying Notes to Financial Statements.
13
FPA Crescent Fund
FINANCIAL HIGHLIGHTS
Investor Class
Per share operating performance.
For a capital share outstanding throughout each period.
For the Period Ended June 30, 20241 (Unaudited) | ||||
| Net asset value, beginning of period | $ | 40.13 | ||
| Income from Investment Operations: | ||||
| Net investment income2 | 0.04 | |||
| Net realized and unrealized gain | 1.87 | |||
| Total from investment operations | 1.91 | |||
| Less Distributions: | ||||
| From net investment income | (0.55 | ) | ||
| From net realized gain | (0.69 | ) | ||
| Total distributions | (1.24 | ) | ||
| Net asset value, end of period | $ | 40.80 | ||
| Total return3 | 8.71 | %4 | ||
| Ratios and Supplemental Data: | ||||
| Net assets, end of period (in thousands) | $ | 9 | ||
| Ratio of expenses to average net assets: | ||||
| Before fees waived and expenses absorbed | 1.30 | %5,6 | ||
| After fees waived and expenses absorbed | 1.15 | %5,6 | ||
| Ratio of net investment income (loss) to average net assets: | ||||
| Before fees waived and expenses absorbed | 0.39 | %5,6 | ||
| After fees waived and expenses absorbed | 0.54 | %5,6 | ||
| Portfolio turnover rate | 4 | %4 | ||
| 1 | The Investor Class commenced operations on April 30, 2024. The data shown reflects operations for the period April 30, 2024 to June 30, 2024. | |
| 2 | Based on average shares outstanding for the period. | |
| 3 | Return is based on net asset value per share, adjusted for reinvestment of distributions, and does not reflect deduction of the sales charge. | |
| 4 | Not annualized. | |
| 5 | Annualized. | |
| 6 | Includes short sale dividend expense that rounds to less than 0.01% of average net assets. |
See accompanying Notes to Financial Statements.
14
FPA Crescent Fund
FINANCIAL HIGHLIGHTS
Supra Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.
For the Six Months Ended June 30, 2024 | For the Year Ended December 31, | For the Period Ended December 31, | ||||||||||||||||||
| (Unaudited) | 2023 | 20221 | 20211 | 20201,2 | ||||||||||||||||
| Net asset value, beginning of period | $ | 38.65 | $ | 33.35 | $ | 37.01 | $ | 35.98 | $ | 31.96 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income (loss)3 | 0.46 | 0.72 | 0.22 | 0.02 | 0.01 | |||||||||||||||
| Net realized and unrealized gain (loss) | 2.94 | 6.03 | (3.61 | ) | 5.33 | 4.81 | ||||||||||||||
| Total from investment operations | 3.40 | 6.75 | (3.39 | ) | 5.35 | 4.82 | ||||||||||||||
| Less Distributions: | ||||||||||||||||||||
| From net investment income | (0.56 | ) | (0.06 | ) | (0.03 | ) | (0.31 | ) | - | |||||||||||
| From net realized gain | (0.69 | ) | (1.39 | ) | (0.24 | ) | (4.01 | ) | (0.80 | ) | ||||||||||
| Total distributions | (1.25 | ) | (1.45 | ) | (0.27 | ) | (4.32 | ) | (0.80 | ) | ||||||||||
| Redemption fee proceeds4 | - | - | - | - | - | |||||||||||||||
| Net asset value, end of period | $ | 40.80 | $ | 38.65 | $ | 33.35 | $ | 37.01 | $ | 35.98 | ||||||||||
| Total return5 | 8.81 | %6 | 20.33 | % | (9.14 | )% | 15.24 | % | 15.08 | % | ||||||||||
| Ratios and Supplemental Data: | ||||||||||||||||||||
| Net assets, end of period (in thousands) | $ | 3,519,285 | $ | 2,693,659 | $ | 2,258,987 | $ | 1,890,554 | $ | 1,179,180 | ||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||
| Before fees waived and expenses absorbed | 1.01 | %7,8 | 1.02 | % | 1.03 | %9 | 1.12 | %10 | 1.14 | %7,10 | ||||||||||
| After fees waived and expenses absorbed | 0.99 | %7,8 | 0.99 | % | 1.00 | %9 | 1.09 | %10 | 1.11 | %7,10 | ||||||||||
| Ratio of net investment income (loss) to average net assets: | ||||||||||||||||||||
| Before fees waived and expenses absorbed | 2.28 | %7,8 | 1.95 | % | 0.61 | % | 0.02 | % | 0.07 | %7 | ||||||||||
| After fees waived and expenses absorbed | 2.30 | %7,8 | 1.98 | % | 0.64 | % | 0.06 | % | 0.10 | %7 | ||||||||||
| Portfolio turnover rate | 4 | %6 | 14 | % | 20 | % | 20 | % | 29 | % | ||||||||||
| 1 | Audits performed for the fiscal years indicated by the Fund’s previous auditor, Ernst & Young LLP. |
| 2 | The Supra Institutional Class commenced operations on September 4, 2020. The data shown reflects operations for the period September 4, 2020 to December 31, 2020. |
| 3 | Based on average shares outstanding for the period. |
| 4 | Amount represents less than $0.01 per share. |
| 5 | Return is based on net asset value per share, adjusted for reinvestment of distributions, and does not reflect deduction of the sales charge. |
| 6 | Not annualized. |
| 7 | Annualized. |
| 8 | Includes short sale dividend expense that rounds to less than 0.01% of average net assets. |
| 9 | For the year ended December 31, 2022, the expense ratio includes short sale dividend expense that rounds to less than 0.01% of average net assets. |
| 10 | For the years ended December 31, 2021 and December 31, 2020, the expense ratio includes short sale dividend expense equal to 0.10% and 0.13% of average net assets, respectively. |
See accompanying Notes to Financial Statements.
15
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS
June 30, 2024 (Unaudited)
Note 1 – Organization
FPA Crescent Fund (the “Fund”), is a diversified series of Investment Managers Series Trust III (the “Trust”) which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to seek to generate equity-like returns over the long-term, take less risk than the market and avoid permanent impairment of capital. First Pacific Advisors, LP (the “Adviser”), has served as the Fund’s investment adviser since March 1, 1996.
The 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”.
Note 2 – Accounting Policies
The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.
(a) Valuation of Investments
The Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale). The Board of Directors has designated the Adviser as the Fund’s valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Adviser has adopted and implemented policies and procedures to be followed when the Fund must utilize fair value pricing.
(b) Investment Transactions, Investment Income and Expenses
Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Premiums for callable debt securities are amortized to the earliest call date, if the call price was less than the purchase price. If the call price was not at par and the security was not called, the security is amortized to the next call price and date. Income and expenses of the Fund are allocated on a pro rata basis to each class of shares relative net assets, except for distribution and service fees which are unique to each class of shares relative net assets. Expenses incurred by the Trust with respect to more than one fund are allocated in proportion to the net assets of each fund except where allocation of direct expenses to each fund or an alternative allocation method can be more appropriately made.
16
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
(c) Mortgage-Backed Securities
The Fund may invest in mortgage-backed securities (“MBS”), representing direct or indirect interests in pools of underlying residential or commercial mortgage loans that are secured by real property. These securities provide investors with payments consisting of both principal and interest as the mortgages in the underlying mortgage pools are paid.
The timely payment of principal and interest (but not the market value) on MBS issued or guaranteed by Ginnie Mae (formally known as the Government National Mortgage Association or GNMA) is backed by Ginnie Mae and the full faith and credit of the US government. Obligations issued by Fannie Mae (formally known as the Federal National Mortgage Association or FNMA) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation or FHLMC) are historically supported only by the credit of the issuer, but currently are guaranteed by the US government in connection with such agencies being placed temporarily into conservatorship by the US government. Some MBS are sponsored or issued by private entities. Payments of principal and interest (but not the market value) of such private MBS may be supported by pools of residential or commercial mortgage loans or other MBS that are guaranteed, directly or indirectly, by the US government or one of its agencies or instrumentalities, or they may be issued without any government guarantee of the underlying mortgage assets but may contain some form of non-government credit enhancement.
Collateralized mortgage obligations (“CMO”) are a type of MBS. A CMO is a debt security that may be collateralized by whole mortgage loans or mortgage pass-through securities. The mortgage loans or mortgage pass-through securities are divided into classes or tranches with each class having its own characteristics. Investors typically receive payments out of the interest and principal on the underlying mortgages. The portions of these payments that investors receive, as well as the priority of their rights to receive payments, are determined by the specific terms of the CMO class.
The yield characteristics of MBS differ from those of traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other obligations generally may be prepaid at any time. Prepayments on a pool of mortgage loans are influenced by a variety of economic, geographic, social and other factors. Generally, prepayments on fixed-rate mortgage loans will increase during a period of falling interest rates and decrease during a period of rising interest rates. Certain classes of CMOs and other MBS are structured in a manner that makes them extremely sensitive to changes in prepayment rates.
(d) Asset-Backed Securities
Asset-backed securities include pools of mortgages, loans, receivables or other assets. Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities, and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. The value of asset-backed securities may also be affected by the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the financial institution(s) providing the credit support. In addition, asset-backed securities are not backed by any governmental agency.
Collateralized Debt Obligations (“CDOs”) include Collateralized Bond Obligations (“CBOs”), Collateralized Loan Obligations (“CLOs”) and other similarly structured securities. CBOs and CLOs are types of asset backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests. CDOs carry additional risks including, but not limited to, (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments, (ii) the collateral may decline in value or default, (iii) a Fund may invest in CDOs that are subordinate to other classes, and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
17
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
(e) Stripped Mortgage-Backed Interest Only (“I/O”) and Principal Only (“P/O”) Securities
Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. In certain cases, one class will receive all of the interest payments on the underlying mortgages (the I/O class), while the other class will receive all of the principal payments (the P/O class). The Fund currently has investments in I/O securities. The yield to maturity on I/Os is sensitive to the rate of principal repayments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield-to-maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may not fully recoup its initial investment in I/Os.
(f) Credit Risk
Debt securities are subject to credit risk, meaning that the issuer of the debt security may default or fail to make timely payments of principal or interest. The values of any of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating. The lower rated debt securities in which the Fund may invest are considered speculative and are generally subject to greater volatility and risk of loss than investment grade securities, particularly in deteriorating economic conditions. The Fund invests a significant portion of its assets in securities of issuers that hold mortgage-and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain securities held by the Fund.
(g) Special Purpose Acquisition Companies
The Fund may invest in stock, warrants, and other securities of special purpose acquisition companies (“SPACs”) or similar special purpose entities that pool funds to seek potential acquisition opportunities. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. An investment in a SPAC is subject to a variety of risks, including that (i) a portion of the monies raised by the SPAC for the purpose of effecting an acquisition or merger may be expended prior to the transaction for payment of taxes and other purposes; (ii) prior to any acquisition or merger, a SPAC’s assets are typically invested in government securities, money market funds and similar investments whose returns or yields may be significantly lower than those of the Fund’s other investments; (iii) the Fund generally will not receive significant income from its investments in SPACs (both prior to and after any acquisition or merger) and, therefore, the Fund’s investments in SPACs will not significantly contribute to the Fund’s distributions to shareholders; (iv) an attractive acquisition or merger target may not be identified at all, in which case the SPAC will be required to return any remaining monies to shareholders; (v) if an acquisition or merger target is identified, the Fund may elect not to participate in the proposed transaction or the Fund may be required to divest its interests in the SPAC due to regulatory or other considerations, in which case the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) any proposed merger or acquisition may be unable to obtain the requisite approval, if any, of SPAC shareholders; (vii) under any circumstances in which the Fund receives a refund of all or a portion of its original investment (which typically represents a pro rata share of the proceeds of the SPAC’s assets, less any applicable taxes), the returns on that investment may be negligible, and the Fund may be subject to opportunity costs to the extent that alternative investments would have produced higher returns; (viii) to the extent an acquisition or merger is announced or completed, shareholders who redeem their shares prior to that time may not reap any resulting benefits; (ix) the Fund may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; (x) an acquisition or merger once effected may prove unsuccessful and an investment in the SPAC may lose value; (xi) an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC; (xii) only a thinly traded market for shares of or interests in a SPAC may develop, or there may be no market at all, leaving the Fund unable to sell its interest in a SPAC or to sell its interest only at a price below what the Fund believes is the SPAC interest’s intrinsic value; and (xiii) the values of investments in SPACs may be highly volatile and may depreciate significantly over time. There were no Private Investment in Public Equity (“PIPE”) share purchase commitments for the SPACs the Fund invested in as of June 30, 2024.
18
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
(h) Currency Translation
Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at year-end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.
(i) Illiquid Securities
Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Adviser, at any time determines that the value of illiquid securities held by the Fund exceeds 15% of its net asset value, the Adviser will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Fund’s written LRMP.
(j) Use of Estimates
The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
(k) Federal Income Taxes
The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized gains to their shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.
19
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.
The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund’s current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of June 30, 2024, and during the prior three open tax years, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
(l) Distributions to Shareholders
The Fund will make distributions of net investment income and net capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.
The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement and tax purposes.
Note 3 – Investment Advisory and Other Agreements
The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the “Agreement”) with the Adviser. Under the terms of the Agreement, the Fund pays a monthly investment advisory fee to the Adviser at the annual rate of 0.93% plus class-specific administrative service fee of 0.07%, 0.07% and 0.01% of the Fund’s average daily net assets for the Institutional Class, Investor Class and Supra Institutional Class, respectively.
The Adviser has contractually agreed to reimburse operating expenses in excess of 0.05%, 0.15% and 0.05% of the average daily net assets of the Institutional Class, Investor Class and Supra Institutional Class, respectively, excluding management fees, administrative service fees, short sale dividend expenses and interest expenses on cash deposits relating to short sales, brokerage fees and commissions, redemption liquidity service expense, interest, taxes, fees and expenses of other funds in which the Fund invests, and extraordinary expenses, including litigation expenses not incurred in the Fund’s ordinary course of business, through April 30, 2025. The Adviser has also contractually agreed to reimburse the Fund for redemption liquidity service expenses in excess of 0.0044% of the daily average net assets of the Fund through April 30, 2025. These agreements may only be terminated earlier by the Fund’s Board of Trustees (the “Board”) or upon termination of the Advisory Agreement. For the period ended June 30, 2024, the Adviser waived a portion of its advisory fees totaling $1,196,778.
UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Fund’s other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian. The Fund’s allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the period ended June 30, 2024, were $767,945. Such fees are reported as fund Service fees on the Statement of Operations.
20
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
UMB Distribution Services, LLC (“UMB Distribution Services”), a wholly owned subsidiary of UMBFS, serves as the Fund’s distributor (the “Distributor”). The Distributor does not receive compensation from the Fund for its distribution services. The Adviser paid the fees for the Fund’s distribution-related services.
Certain trustees and officers of the Trust are employees of UMBFS, MFAC or Adviser. The Fund does not compensate trustees and officers affiliated with the Fund’s Adviser or co-administrators. For the period ended June 30, 2024, the Fund’s allocated fees incurred to Trustees of the Trust who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (collectively, the “Independent Trustees”) were $115,584. Such fees are reported on the Statement of Operations.
The Fund’s Board of Trustees has adopted a Deferred Compensation Plan (the “Plan”) for the Independent Trustees that enables Trustees to elect to receive payment in cash or the option to defer some or all of their fees. If a trustee elects to defer payment, the Plan provides for the creation of a deferred payment account. A Trustee’s deferred fees are deemed to be invested in designated mutual funds available under the Plan. The Fund’s liability for these amounts is adjusted for market value changes in the invested fund and remains a liability to the Fund until distributed in accordance with the Plan. The Trustees Deferred compensation liability under the Plan constitutes a general unsecured obligation of the Fund and is disclosed in the Statement of Assets and Liabilities. Contributions made under the plan and the change in unrealized appreciation/depreciation and income are included in the Trustees’ fees and expenses in the Statement of Operations.
Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Fund’s allocated fees incurred for CCO services for the period ended June 30, 2024, were $8,169. Such fees are reported on the Statement of Operations.
Note 4 –Redemption Liquidity Service Fees
The Fund may participate in the ReFlow Fund, LLC (“ReFlow”) liquidity program, which is designed to provide an alternative liquidity source on days when redemptions of Fund shares exceed purchases. Under the program, ReFlow is available to provide cash to the Fund to meet all, or a portion, of daily net shareowner redemptions. Following purchases of Fund shares, ReFlow then generally redeems those shares when the Fund experiences net sales, at the end of a maximum holding period determined by ReFlow (currently 8 days) or at other times at ReFlow’s discretion. For use of the ReFlow service, the Fund pays a fee to ReFlow each time it purchases Fund shares, calculated by applying to the purchase amount a fee rate determined through an automated daily “Dutch auction” among other participating mutual funds seeking liquidity that day. The current minimum fee rate is 0.14% of the value of the Fund shares purchased by ReFlow, although the Fund may submit a bid at a higher fee rate if it determines that doing so is in the best interest of Fund shareowners. In accordance with federal securities laws, ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of a Fund. ReFlow will periodically redeem its entire share position in the Fund and request that such redemption be met in kind in accordance with the Fund’s in-kind redemption policies. There is no assurance that ReFlow will have sufficient funds available to meet the Funds’ liquidity needs on a particular day. During the period ended June 30, 2024 the fees associated with ReFlow are disclosed in the Statement of Operations within redemption liquidity service fees.
Note 5 – Securities Sold Short
The Fund maintains cash deposits and segregates marketable securities in amounts equal to the current fair value of the securities sold short or the fair value of the securities at the time they were sold short, whichever is greater. The Fund considers cash deposits held in connection with securities sold short to be restricted cash. The restriction will lapse when the related short positions are terminated. Possible losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested. The dividends on securities sold short are reflected as short sale dividend expense.
21
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
Note 6 – Federal Income Taxes
At June 30, 2024, gross unrealized appreciation/(depreciation) of investments, based on cost for federal income tax purposes were as follows:
| Cost of investments | $ | 7,474,832,676 | ||
| Gross unrealized appreciation | $ | 3,217,381,725 | ||
| Gross unrealized depreciation | (420,775,436 | ) | ||
| Net unrealized appreciation/(depreciation) | $ | 2,796,606,289 |
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
Note 7 – Investment Transactions
For the period ended June 30, 2024, purchases and sales of investments, excluding short-term investments, were $293,831,756 and $623,649,931, respectively.
Note 8 – Shareholder Servicing Plan
On April 16, 2024, the Board of Trustees (the “Board”) approved a Shareholder Service Plan. Pursuant to the Shareholder Service Plan adopted by the Board, on behalf of the Fund, the Fund may pay a fee at an annual rate of up to 0.10%, 0.25%, and 0.10% of its average daily net assets attributable to the Institutional Class, Investor Class and Supra Institutional Class shares of the Fund, respectively. The adoption of the Shareholder Service Plan does not constitute a change to the current fees being paid by Fund shareholders. The Fund does not pay these service fees on shares purchased directly. In addition, the Adviser may, at its own expense, pay financial representatives and/or shareholder servicing agents for these services. Such fees are reported on the Statement of Operations.
Note 9 – Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.
Note 10 – Commitments and Contingencies
The Fund may enter into unfunded loan commitments. Unfunded loan commitments may be partially or wholly unfunded. During the contractual period, the Fund is obliged to provide funding to the borrower upon demand. Unfunded loan commitments are fair valued in accordance with the valuation policy described in Note 2(a) and unrealized appreciation or depreciation, if any, is recorded on the Statement of Assets and Liabilities. As of June 30, 2024, the total unfunded amount was less than one percent of the Fund’s net assets.
As of June 30, 2024, the Fund had the following unfunded loan commitments outstanding:
| Loan | Principal | Cost | Value | Unrealized Appreciation/ (Depreciation) | Unfunded Commitment | |||||||||||||||
| Lealand Finance Company B.V. Senior Exit LC | $ | 26,423,879 | $ | (11,975,721 | ) | $ | (14,112,245 | ) | $ | (2,136,524 | ) | $ | (371,828 | ) | ||||||
| Lealand Reficar LC Term Loan | 2,484,394 | 2,934,992 | 2,065,454 | (869,538 | ) | 450,598 | ||||||||||||||
22
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
Note 11 – Fair Value Measurements and Disclosure
Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.
Under Fair Value Measurements and Disclosures, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized into three broad Levels as described below:
| · | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
| · | Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
| · | Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different Levels of the fair value hierarchy. In such cases, for disclosure purposes, the Level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest Level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of June 30, 2024, in valuing the Fund’s assets carried at fair value:
23
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
| Investments | Level 1 | Level 2 | Level 3 | NAV as Practical Expedient | Total | |||||||||||||||
| Commercial Mortgage-Backed Securities | ||||||||||||||||||||
| Agency | $ | - | $ | 12,115,459 | $ | - | $ | - | $ | 12,115,459 | ||||||||||
| Convertible Bonds | - | 183,380,412 | - | - | 183,380,412 | |||||||||||||||
| Corporate Bank Debt | - | 42,158,100 | 49,874,958 | - | 92,033,058 | |||||||||||||||
| Corporate Bonds | ||||||||||||||||||||
| Energy | - | 641,976 | - | - | 641,976 | |||||||||||||||
| Financials | - | 36,544,426 | - | - | 36,544,426 | |||||||||||||||
| U.S. Treasury Notes & Bonds | - | 230,783,784 | - | - | 230,783,784 | |||||||||||||||
| Closed-End Funds | - | - | 11,081,900 | - | 11,081,900 | |||||||||||||||
| Common Stocks | ||||||||||||||||||||
| Aerospace & Defense | 214,982,621 | - | - | - | 214,982,621 | |||||||||||||||
| Apparel & Textile Products | 94,666,799 | - | - | - | 94,666,799 | |||||||||||||||
| Asset Management | 133,576,217 | - | - | - | 133,576,217 | |||||||||||||||
| Banking | 490,239,809 | - | - | - | 490,239,809 | |||||||||||||||
| Beverages | 284,654,589 | - | - | - | 284,654,589 | |||||||||||||||
| Biotech & Pharma | 41,512,720 | - | - | - | 41,512,720 | |||||||||||||||
| Cable & Satellite | 395,161,075 | - | - | - | 395,161,075 | |||||||||||||||
| Chemicals | 247,202,863 | - | - | - | 247,202,863 | |||||||||||||||
| Commercial Support Services | 11,404,071 | - | - | - | 11,404,071 | |||||||||||||||
| Construction Materials | 345,821,694 | - | - | - | 345,821,694 | |||||||||||||||
| E-Commerce Discretionary | 224,201,761 | - | - | - | 224,201,761 | |||||||||||||||
| Electric Utilities | 98,364,730 | - | - | - | 98,364,730 | |||||||||||||||
| Electrical Equipment | 275,877,488 | - | - | - | 275,877,488 | |||||||||||||||
| Engineering & Construction | 71,652,282 | - | 16,409,759 | - | 88,062,041 | |||||||||||||||
| Entertainment Content | 52,909,050 | - | 8,812,580 | - | 61,721,630 | |||||||||||||||
| Food | 16,917,258 | - | - | - | 16,917,258 | |||||||||||||||
| Health Care Facilities & Svcs | 73,325,334 | - | - | - | 73,325,334 | |||||||||||||||
| Industrial Support Services | 135,379,940 | - | - | - | 135,379,940 | |||||||||||||||
| Institutional Financial Svcs | 233,751,730 | - | - | - | 233,751,730 | |||||||||||||||
| Insurance | 158,564,613 | - | - | - | 158,564,613 | |||||||||||||||
| Internet Media & Services | 1,170,379,562 | - | - | - | 1,170,379,562 | |||||||||||||||
| Leisure Facilities & Services | 165,003,923 | - | - | - | 165,003,923 | |||||||||||||||
| Metals & Mining | 143,372,086 | - | - | - | 143,372,086 | |||||||||||||||
| Oil & Gas Producers | 168,073,491 | - | - | - | 168,073,491 | |||||||||||||||
| Other Common Stock | 25,028,700 | - | - | - | 25,028,700 | |||||||||||||||
| Reit | 98,716,880 | - | - | - | 98,716,880 | |||||||||||||||
| Retail - Discretionary | 111,560,994 | - | - | - | 111,560,994 | |||||||||||||||
| Semiconductors | 552,364,172 | - | - | - | 552,364,172 | |||||||||||||||
| Technology Hardware | 230,690,698 | - | - | - | 230,690,698 | |||||||||||||||
| Technology Services | 83,786,291 | - | - | - | 83,786,291 | |||||||||||||||
| Transportation Equipment | 66,829,230 | - | - | - | 66,829,230 | |||||||||||||||
| Limited Partnerships | - | - | 253,942,006 | 15,206,749 | 269,148,755 | |||||||||||||||
| Preferred Stocks | ||||||||||||||||||||
| Energy | - | - | 1,256,051 | - | 1,256,051 | |||||||||||||||
| Industrials | - | - | 4,854,471 | - | 4,854,471 | |||||||||||||||
| Warrants (SPAC) | 2,761,138 | - | 6,968 | - | 2,768,106 | |||||||||||||||
| Short-Term Investments | 2,585,003 | 3,056,468,823 | - | - | 3,059,053,826 | |||||||||||||||
| $ | 6,421,318,812 | $ | 3,562,092,980 | $ | 346,238,693 | $ | 15,206,749 | $ | 10,344,857,234 | |||||||||||
| Securities Sold Short | ||||||||||||||||||||
| Common Stock | (19,606,340 | ) | - | - | - | (19,606,340 | ) | |||||||||||||
| Exchange-Traded Funds | (53,811,929 | ) | - | - | - | (53,811,929 | ) | |||||||||||||
| $ | (73,418,269 | ) | $ | - | $ | - | $ | - | $ | (73,418,269 | ) | |||||||||
| Total Return Swaps | $ | - | $ | 839,709 | $ | - | $ | - | $ | 839,709 |
| * | Investments valued using net asset value per share (or its equivalent) as a practical expedient are excluded from the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments. |
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:
| Investments | Beginning balance | Transfers into/(out) of Level 3 during the period | Total realized gain/(loss) | Total change in net unrealized appreciation/ (depreciation) | Accretion of Discount (Amortization of Premium) and Return of Capital | Net purchases | Net sales | Ending Value at June 30, 2024 | ||||||||||||||||||||||||
| Corporate Bank Debt | $ | 42,420,738 | $ | - | $ | (695,124 | ) | $ | 2,329,102 | $ | (553,792 | ) | $ | 9,359,724 | $ | (2,985,690 | ) | $ | 49,874,958 | |||||||||||||
| Closed-End Funds | 11,081,900 | - | - | - | - | - | - | 11,081,900 | ||||||||||||||||||||||||
| Common Stocks | 8,812,580 | 16,409,759 | - | - | - | - | - | 25,222,339 | ||||||||||||||||||||||||
| Limited Partnerships | 275,884,843 | - | - | 1,248,212 | (23,191,049 | ) | - | - | 253,942,006 | |||||||||||||||||||||||
| Preferred Stocks | 4,102,159 | - | - | 2,008,399 | (36 | ) | - | - | 6,110,522 | |||||||||||||||||||||||
| Warrants (SPAC) | 8,670 | 6,968 | (14,944 | ) | 6,274 | - | - | - | 6,968 | |||||||||||||||||||||||
| $ | 342,310,890 | $ | 16,416,727 | $ | (710,068 | ) | $ | 5,591,987 | $ | (23,744,877 | ) | $ | 9,359,724 | $ | (2,985,690 | ) | $ | 346,238,693 | ||||||||||||||
Transfers of investments between different levels of the fair value hierarchy are recorded at fair value as of the end of the reporting period. There were transfers of $16,416,727 out of Level 1 into Level 3. Transfers into Level 3 were due to change in valuation technique from vendor priced to a pricing model based on last executed trade.
The following table presents additional quantitative information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2024.
24
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
| Asset Class | Fair Value June 30, 2024 | Valuation Methodologies | Unobservable Input | Valuation Weighted Average of Input | Input Range/Value | Impact to Valuation From an Increase in Input (a) | ||||||||||||
| Corporate Bank Debt | $ | 49,874,958 | Pricing Model (b) | Quotes/Prices | $101 - $52 | $ | 92.92 | Increase | ||||||||||
| Closed End Funds | 11,081,900 | Pricing Model (c) | Last Reported Trade | $ 2.33 | $ | 2.33 | Increase | |||||||||||
| Common Stocks- Long | 8,812,580 | Most Recent Capitalization (Funding) (d) | Market Discount | 25% | 2 | x | Decrease | |||||||||||
| Limited Partnerships | 250,959,910 | Market Approach (e) | Shipping Broker Valuations | 25% - 11% | 21 | % | Decrease | |||||||||||
| 2,982,096 | Discounted NAV (f) | Market Discount | 10% | 20 | % | Decrease | ||||||||||||
| Preferred Stock | 6,110,522 | Pricing Model (g) | Quotes/Prices | $933.87 - $184.67 | $ | 308.02 | Increase | |||||||||||
| 16,409,759 | Pricing Model (h) | Last Reported Price | $ 0.29 | $ | 0.00 | Increase | ||||||||||||
| - | Pricing Model (i) | Corporate Action | $0.00 | $ | 0.00 | Increase | ||||||||||||
| Warrants | 6,968 | Pricing Model (j) | Corporate Action | $0.09 - $0.00 | $ | 0.03 | Increase | |||||||||||
| (a) | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. |
| (b) | The Pricing Model technique for Level 3 securities involves recently quoted funding prices of the security. |
| (c) | The Pricing Model technique for Level 3 securities involves the last reported trade in the security. |
| (d) | The fair value of the investment is based on capital funding terms and discounted on market trends. If the financial condition of the underlying assets were to deteriorate, or if the market comparables were to fall, the value of the investment could be lower. |
| (e) | The Discounted Cash Flow valuation technique involves estimating the value of an asset based on discounting a future stream of estimated cash flows using a discount rate determined by the Advisor. |
| (f) | The NAV provided by the general partner has been discounted for the possible impact from various exit strategies under consideration by the general partner. |
| (g) | The Pricing Model technique for Level 3 securities involves correlating the fair value of the preferred stock to the parent company’s common stock. |
| (h) | The Pricing Model technique for Level 3 securities involves the last provided vendor price of the security. |
| (i) | The Pricing Model technique for Level 3 securities involves the issuance of non-tradable rights with no set exercise date. |
| (j) | The Pricing Model technique for Level 3 securities involves the projected value of warrants that are pending cancellation. |
Note 12 – Derivatives and Hedging Disclosures
Derivatives and Hedging requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effects on the Fund’s financial position, performance and cash flows.
The effects of these derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations are presented in the tables below. The fair values of derivative instruments as of June 30, 2024 by risk category are as follows:
| Asset Derivatives | Liability Derivatives | |||||||||||
| Derivatives not designated as hedging instruments | Statements of Assets and Liabilities | Value | Statements of Assets and Liabilities | Value | ||||||||
| Equity contracts | Unrealized appreciation on open swap contracts | $ | 961,396 | Unrealized depreciation on open swap contracts | $ | 121,687 | ||||||
25
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
The effects of derivative instruments on the Statement of Operations for the period ended June 30, 2024, are as follows:
| Derivatives not designated as hedging instruments | ||||||||
| Equity Contracts | Total | |||||||
| Realized Gain (Loss) on Derivatives | ||||||||
| Swap contracts | $ | 12,306,823 | $ | 12,306,823 | ||||
| Equity Contracts | Total | |||||||
| Net Change in Unrealized Appreciation/Depreciation on Derivatives | ||||||||
| Swap contracts | $ | (7,498,282 | ) | $ | (7,498,282 | ) | ||
The notional amount is included on the Schedule of Investments. The quarterly average volumes of derivative instruments as of June 30, 2024 are as follows:
| Derivatives not designated as hedging instruments | ||||||||
| Equity contracts | Swap contracts | Notional amount | $ | 28,327,576 | ||||
Note 13 - Disclosures about Offsetting Assets and Liabilities
Disclosures about Offsetting Assets and Liabilities requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance requires retrospective application for all comparative periods presented.
A Fund mitigates credit risk with respect to OTC derivative counterparties through credit support annexes included with International Swaps and Derivatives Association Master Agreements or other Master Netting Agreements which are the standard contracts governing most derivative transactions between the Fund and each of its counterparties. These agreements allow the Fund and each counterparty to offset certain derivative financial instruments’ payables and/or receivables against each other and/or with collateral, which is generally held by the Fund’s custodian. The amount of collateral moved to/from applicable counterparties is based upon minimum transfer amounts specified in the agreement. To the extent amounts due to the Fund from its counterparties are not fully collateralized contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance.
The Crescent Fund’s Statement of Assets and Liabilities presents financial instruments on a gross basis, therefore there are no net amounts and no offset amounts within the Statement of Assets and Liabilities to present below. Gross amounts of the financial instruments, amounts related to financial instruments/cash collateral not offset in the Statement of Assets and Liabilities and net amounts are presented below:
26
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
Amounts Not Offset in Statements of Assets and Liabilities | ||||||||||||||||||
Description | Counterparty | Gross Amounts Recognized in the Statements of Assets and Liabilities | Financial Instruments | Cash Collateral | Net Amount | |||||||||||||
| Unrealized appreciation on open swap contracts | Nomura | $ | 839,709 | $ | - | $ | - | $ | 839,709 | |||||||||
Note 14 – Investments in Affiliated Issuers
An affiliated issuer is an entity in which the Fund has ownership of a least 5% of the voting securities. Issuers that are affiliates of the Fund at period-end are noted in the Fund’s Schedule of Investments. Additional security purchases and the reduction of certain securities shares outstanding of existing portfolio holdings that were not considered affiliated in prior years may result in the Fund owning in excess of 5% of the outstanding shares at period-end. The table below reflects transactions during the period with entities that are affiliates as of June 30, 2024 and may include acquisitions of new investments, prior year holdings that became affiliated during the period and prior period affiliated holdings that are no longer affiliated as of period-end:
| Security Description | Shares Held as of December 31, 2023 | Beginning Value December 31, 2023 | Purchases at Cost | Proceeds from Sales | Net Realized Gain (Loss) on Sales Affiliated Investment | |||||||||||||||
| CB&I STS Delaware LLC 13.096% (3-Month Term SOFR+776.2 basis points), 6/30/2027 | 38,703,999 | $ | 37,929,919 | $ | 2,652,147 | $ | - | $ | - | |||||||||||
| FPS Group Ltd. | 2,073,734 | 240,622,105 | - | - | - | |||||||||||||||
| FPS Shelby Holdco I LLC | 107,799 | 8,876,468 | - | - | - | |||||||||||||||
| Lealand Finance Company B.V. Senior Exit LC 3.500%, 6/30/2027 | 19,148,815 | (9,868,366 | ) | - | (1,738,788 | ) | (695,123 | ) | ||||||||||||
| Lealand Reficar LC Term Loan 12.798% (3-Month Term SOFR+750 basis points), 6/30/2027 | - | - | 2,484,393 | - | - | |||||||||||||||
| McDermott International, Ltd. | 56,585,375 | 5,092,684 | - | - | - | |||||||||||||||
| McDermott International, Ltd., 8.000% | 26,288 | 2,987,331 | - | - | - | |||||||||||||||
| McDermott LC 9.593%, 6/30/2027 | 21,452,975 | 10,726,488 | 4,223,182 | (1,246,902 | ) | (1 | ) | |||||||||||||
| McDermott Tanks Escrow LC 6.346% (3-Month Term SOFR+101.2 basis points), 12/31/2026 | 7,265,394 | 3,632,697 | - | - | - | |||||||||||||||
| McDermott Technology Americas, Inc., 8.458% (1-Month Term SOFR+300 basis points), 6/30/2027 | 1,074,221 | 708,986 | - | - | - | |||||||||||||||
| McDermott Technology Americas, Inc., 9.457% (1-Month Term SOFR+400 basis points), 12/31/2027 | 35,242,982 | 13,744,763 | 1,719,395 | - | - | |||||||||||||||
| Sound Holding FP | 1,146,250 | 23,393,851 | - | - | - | |||||||||||||||
| U.S. Farming Realty Trust II LP | 120,000 | 2,992,419 | - | - | - | |||||||||||||||
| Total | $ | 340,839,345 | $ | 11,079,117 | $ | (2,985,690 | ) | $ | (695,124 | ) | ||||||||||
27
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
| Security Description - Continued | Accretion of Discount (Amortization of Return of Capital | Change in Unrealized Appreciation (Depreciation) | Transfer In (Out) | Ending Value June 30, 2024 | Shares as of June 30, 2024 | Income from Affiliated Investments | ||||||||||||||||||
| CB&I STS Delaware LLC 13.096% (3-Month Term SOFR+776.2 basis points), 6/30/2027 | $ | - | $ | 1,187,642 | $ | - | $ | 41,769,708 | 41,356,147 | $ | 2,629,520 | |||||||||||||
| FPS Group Ltd. | (21,231,044 | ) | (5 | ) | - | 219,391,056 | 2,073,734 | 14,925,000 | ||||||||||||||||
| FPS Shelby Holdco I LLC | (1,960,000 | ) | 1,959,999 | - | 8,876,467 | 107,799 | - | |||||||||||||||||
| Lealand Finance Company B.V. Senior Exit LC 3.500%, 6/30/2027 | (1,004,384 | ) | (805,584 | ) | - | (14,112,245 | ) | (26,423,879 | ) | 356,867 | ||||||||||||||
| Lealand Reficar LC Term Loan 12.798% (3-Month Term SOFR+750 basis points), 6/30/2027 | 450,599 | (869,538 | ) | - | 2,065,454 | 2,484,394 | 82,139 | |||||||||||||||||
| McDermott International, Ltd. | - | 11,317,075 | - | 16,409,759 | 56,585,375 | - | ||||||||||||||||||
| McDermott International, Ltd., 8.000% | - | 1,867,140 | - | 4,854,471 | 26,288 | - | ||||||||||||||||||
| McDermott LC 9.593%, 6/30/2027 | (6 | ) | 2,671,275 | - | 16,374,036 | 31,488,530 | 1,577,939 | |||||||||||||||||
| McDermott Tanks Escrow LC 6.346% (3-Month Term SOFR+101.2 basis points), 12/31/2026 | - | 145,308 | - | 3,778,005 | 7,265,394 | 379,810 | ||||||||||||||||||
| McDermott Technology Americas, Inc., 8.458% (1-Month Term SOFR+300 basis points), 6/30/2027 | - | (118,165 | ) | - | 590,821 | 1,074,221 | 45,866 | |||||||||||||||||
| McDermott Technology Americas, Inc., 9.457% (1-Month Term SOFR+400 basis points), 12/31/2027 | (2,802,778 | ) | 4,400,017 | - | 17,061,397 | 38,775,902 | 2,835,625 | |||||||||||||||||
| Sound Holding FP | - | (701,464 | ) | - | 22,692,387 | 1,146,250 | - | |||||||||||||||||
| U.S. Farming Realty Trust II LP | - | (10,323 | ) | - | 2,982,096 | 120,000 | - | |||||||||||||||||
| Total | $ | (26,547,613 | ) | $ | 21,043,377 | $ | - | $ | 342,733,412 | $ | 22,832,766 | |||||||||||||
Note 15 – Restricted Securities
Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with the Fund’s investment objective and investment strategies. Investments in restricted securities are valued at net asset value as a practical expedient for fair value, or fair value as determined in good faith in accordance with procedures adopted by the Board. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material.
28
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
As of June 30, 2024, the Fund invested in the following restricted securities:
| Restricted Security | Initial Acquisition Date | Cost | Fair Value | Fair Value as a % of Net Assets | ||||||||||
| Altegrity, Inc. | 9/1/2021 | $ | - | $ | 11,081,900 | 0.11 | % | |||||||
| CB&I STS Delaware LLC, 13.096% (3-Month Term SOFR +776.2 basis points), 12/31/2026 | 9/5/2023 | 41,356,147 | 41,769,708 | 0.40 | % | |||||||||
| Cornerstone OnDemand, Inc., 9.343% (1-Month Term SOFR +375 basis points), 10/16/2028 | 12/7/2022 | 2,297,158 | 2,374,234 | 0.02 | % | |||||||||
| Epic Games, Inc. | 6/25/2020 | 19,049,750 | 8,812,580 | 0.08 | % | |||||||||
| Farfetch U.S. Holdings, Inc., 11.575% (3-Month Term SOFR +625 basis points), 10/20/2027 | 9/28/2022 | 19,422,418 | 19,647,135 | 0.19 | % | |||||||||
| Footpath Ventures SPV IV LP | 9/24/2021 | 15,659,550 | 12,451,569 | 0.12 | % | |||||||||
| FPS Group Ltd. | 10/17/2018 | 132,669,406 | 219,391,056 | 2.11 | % | |||||||||
| FPS Shelby Holdco I LLC | 2/4/2020 | 11,073,935 | 8,876,467 | 0.09 | % | |||||||||
| GACP II LP | 1/12/2018 | - | 2,755,180 | 0.03 | % | |||||||||
| Lealand Finance Company B.V. Senior Exit LC, 6/30/2027 | 11/12/2019 | (11,975,721 | ) | (14,112,245 | ) | -0.14 | % | |||||||
| Lealand Reficar LC Term Loan, 12.798%, (3-Month Term SOFR +750 basis points), 6/30/2027 | 4/5/2024 | 2,934,992 | 2,065,454 | 0.02 | % | |||||||||
| McDermott International, Ltd. | 12/31/2020 | 55,498,910 | 16,409,759 | 0.16 | % | |||||||||
| McDermott International, Ltd., 8.000% | 7/1/2020 | 1,201,538 | 4,854,471 | 0.05 | % | |||||||||
| McDermott LC, 9.593%, 6/30/2027 | 12/31/2020 | 31,488,563 | 16,374,036 | 0.16 | % | |||||||||
| McDermott Tanks Escrow LC, 6.346%, 12/31/2026 | 12/31/2020 | 7,265,350 | 3,778,005 | 0.04 | % | |||||||||
| McDermott Technology Americas, Inc., 8.458% (1-Month Term SOFR +300 basis points), 6/30/2027 | 7/1/2020 | 1,074,193 | 590,821 | 0.01 | % | |||||||||
| McDermott Technology Americas, Inc., 9.457% (1-Month Term SOFR +400 basis points), 12/31/2027 | 7/1/2020 | 48,926,758 | 17,061,397 | 0.16 | % | |||||||||
| Pershing Square Tontine Holdings Ltd. | 7/26/2022 | - | - | 0.00 | % | |||||||||
| Sound Holding FP | 10/7/2013 | - | 22,692,387 | 0.22 | % | |||||||||
| U.S. Farming Realty Trust II LP | 12/24/2012 | - | 2,982,096 | 0.03 | % | |||||||||
| Vision Solutions, Inc., 11.750% (3-Month Term SOFR +400 basis points), 4/24/2028 | 12/7/2022 | 2,176,197 | 2,484,513 | 0.02 | % | |||||||||
| $ | 380,119,144 | $ | 402,340,523 | 3.88 | % | |||||||||
29
FPA Crescent Fund
NOTES TO FINANCIAL STATEMENTS - Continued
June 30, 2024 (Unaudited)
Note 16 – Market Disruption and Geopolitical Risks
Certain local, regional or global events such as war, acts of terrorism, the spread of infectious illness and/or other public health issues, financial institution instability or other events may have a significant impact on a security or instrument. These types of events and other like them are collectively referred to as “Market Disruptions and Geopolitical Risks” and they may have adverse impacts on the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Some of the impacts noted in recent times include but are not limited to embargos, political actions, supply chain disruptions, bank failures, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate impacted markets. The duration of these events could adversely affect the Funds’ performance, the performance of the securities in which the Funds invest and may lead to losses on your investment. The ultimate impact of “Market Disruptions and Geopolitical Risks” on the financial performance of the Funds’ investments is not reasonably estimable at this time. Management is actively monitoring these events.
Note 17 – New Accounting Pronouncements
Effective January 24, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments to require mutual funds and exchange-traded funds (“ETFs”) to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information deemed important for retail investors to assess and monitor their fund investments. Certain information, including financial statements, will no longer appear in the funds’ streamlined shareholder reports but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has adopted procedures in accordance with the SEC’s rules and form amendments.
Note 18 – Events Subsequent to the Fiscal Period End
The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of the Fund’s financial statements.
There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.
30
FPA Flexible Fixed Income Fund
(Institutional Class: FPFIX)
(Advisor Class: FFIAX)
SEMI-ANNUAL FINANCIALS AND OTHER INFORMATION
JUNE 30, 2024
FPA Flexible Fixed Income Fund
A series of Investment Managers Series Trust III
Table of Contents
| Item 7. Financial Statements and Financial Highlights | |
| Schedule of Investments | 1 |
| Statement of Assets and Liabilities | 17 |
| Statement of Operations | 18 |
| Statements of Changes in Net Assets | 19 |
| Financial Highlights | 20 |
| Notes to Financial Statements | 22 |
This report and the financial statements contained herein are provided for the general information of the shareholders of the FPA Flexible Fixed Income Fund (the “Fund”). This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective shareholder report and prospectus.
www.fpa.com
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
BONDS & DEBENTURES — 92.4% ASSET-BACKED SECURITIES — 36.3% | ||||||||
| AUTO — 5.8% | ||||||||
| Ally Auto Receivables Trust | ||||||||
| $ | 931,000 | Series 2023-1, Class A4, 5.270%, 11/15/2028 | $ | 929,400 | ||||
| BMW Vehicle Owner Trust | ||||||||
| 701,000 | Series 2023-A, Class A4, 5.250%, 11/26/2029 | 701,425 | ||||||
| CarMax Auto Owner Trust | ||||||||
| 61,000 | Series 2020-3, Class C, 1.690%, 4/15/2026 | 60,901 | ||||||
| 2,027,000 | Series 2023-2, Class A4, 5.010%, 11/15/2028 | 2,015,801 | ||||||
| 904,000 | Series 2023-1, Class A4, 4.650%, 1/16/2029 | 892,139 | ||||||
| 2,146,000 | Series 2023-3, Class A4, 5.260%, 2/15/2029 | 2,147,201 | ||||||
| Ford Credit Auto Owner Trust | ||||||||
| 1,343,000 | Series 2023-A, Class A4, 4.560%, 12/15/2028 | 1,323,729 | ||||||
| 734,000 | Series 2023-B, Class A4, 5.060%, 2/15/2029 | 728,558 | ||||||
| Ford Credit Floorplan Master Owner Trust A | ||||||||
| 6,057,000 | Series 2024-2, Class A, 5.240%, 4/15/2031(a) | 6,111,042 | ||||||
| GM Financial Consumer Automobile Receivables Trust | ||||||||
| 1,424,000 | Series 2023-3, Class A4, 5.340%, 12/18/2028 | 1,426,991 | ||||||
| GM Financial Revolving Receivables Trust | ||||||||
| 3,383,000 | Series 2021-1, Class A, 1.170%, 6/12/2034(a) | 3,088,375 | ||||||
| 5,133,000 | Series 2023-1, Class A, 5.120%, 4/11/2035(a) | 5,130,507 | ||||||
| 1,403,000 | Series 2023-2, Class A, 5.770%, 8/11/2036(a) | 1,438,323 | ||||||
| 8,349,000 | Series 2024-1, Class A, 4.980%, 12/11/2036(a) | 8,307,490 | ||||||
| Hyundai Auto Receivables Trust | ||||||||
| 1,112,000 | Series 2023-B, Class A4, 5.310%, 8/15/2029 | 1,116,615 | ||||||
| Mercedes-Benz Auto Receivables Trust | ||||||||
| 816,000 | Series 2023-1, Class A4, 4.310%, 4/16/2029 | 800,626 | ||||||
| 1,038,000 | Series 2024-1, Class A4, 4.790%, 7/15/2031 | 1,030,531 | ||||||
| Nissan Auto Receivables Owner Trust | ||||||||
| 1,485,000 | Series 2023-A, Class A4, 4.850%, 6/17/2030 | 1,466,259 | ||||||
| Porsche Financial Auto Securitization Trust | ||||||||
| 1,721,000 | Series 2023-1A, Class A4, 4.720%, 6/23/2031(a) | 1,703,290 | ||||||
| 919,000 | SFS Auto Receivables Securitization Trust Series 2023-1A, Class A4, 5.470%, 12/20/2029(a) | 923,010 | ||||||
| Toyota Auto Loan Extended Note Trust | ||||||||
| 5,017,000 | Series 2022-1A, Class A, 3.820%, 4/25/2035(a) | 4,852,910 | ||||||
| 4,553,000 | Series 2023-1A, Class A, 4.930%, 6/25/2036(a) | 4,549,661 | ||||||
| 4,545,000 | Series 2024-1A, Class A, 5.160%, 11/25/2036(a) | 4,570,363 | ||||||
| Toyota Auto Receivables Owner Trust | ||||||||
| 1,343,000 | Series 2023-A, Class A4, 4.420%, 8/15/2028 | 1,318,337 | ||||||
| 1,973,000 | Series 2023-B, Class A4, 4.660%, 9/15/2028 | 1,954,133 | ||||||
| 2,714,000 | Series 2023-C, Class A4, 5.010%, 2/15/2029 | 2,702,508 | ||||||
| Volkswagen Auto Loan Enhanced Trust | ||||||||
| 1,181,000 | Series 2023-1, Class A4, 5.010%, 1/22/2030 | 1,160,699 | ||||||
| World Omni Auto Receivables Trust | ||||||||
1
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
BONDS & DEBENTURES (Continued) ASSET-BACKED SECURITIES (Continued) | ||||||||
| AUTO (Continued) | ||||||||
| $ | 300,000 | Series 2021-B, Class B, 1.040%, 6/15/2027 | $ | 285,925 | ||||
| 1,251,000 | Series 2023-A, Class A4, 4.660%, 5/15/2029 | 1,232,391 | ||||||
| 2,055,000 | Series 2023-B, Class A4, 4.680%, 5/15/2029 | 2,021,429 | ||||||
| 1,107,000 | Series 2023-C, Class A4, 5.030%, 11/15/2029 | 1,102,225 | ||||||
| 67,092,794 | ||||||||
| COLLATERALIZED LOAN OBLIGATION — 7.6% | ||||||||
| ABPCI Direct Lending Fund LLC | ||||||||
| 3,062,000 | Series 2017-1A, Class ER, 13.186% (3-Month Term SOFR+786.161 basis points), 4/20/2032(a),(b) | 3,061,660 | ||||||
| 2,944,000 | Series 2016-1A, Class E2, 14.316% (3-Month Term SOFR+899.161 basis points), 7/20/2033(a),(b) | 2,945,519 | ||||||
| ABPCI Direct Lending Fund LP | ||||||||
| 665,127 | Series 2020-10A, Class A1A, 7.536% (3-Month Term SOFR+221.161 basis points), 1/20/2032(a),(b) | 665,309 | ||||||
| 2,000,000 | Series 2022-11A, Class E, 15.025% (3-Month Term SOFR+970 basis points), 10/27/2034(a),(b) | 2,010,670 | ||||||
| Barings Middle Market Ltd. | ||||||||
| 1,460,000 | Series 2021-IA, Class D, 14.236% (3-Month Term SOFR+891.161 basis points), 7/20/2033(a),(b) | 1,460,678 | ||||||
| BlackRock Maroon Bells LLC | ||||||||
| 5,193,750 | Series 2022-1A, Class E, 14.829% (3-Month Term SOFR+950 basis points), 10/15/2034(a),(b) | 5,216,140 | ||||||
| Cerberus Loan Funding LLC | ||||||||
| 901,000 | Series 2023-1A, Class A, 7.729% (3-Month Term SOFR+240 basis points), 3/22/2035(a),(b) | 908,560 | ||||||
| 5,057,000 | Series 2023-2A, Class A1, 7.879% (3-Month Term SOFR+255 basis points), 7/15/2035(a),(b) | 5,212,154 | ||||||
| 5,734,000 | Series 2023-4A, Class A, 7.754% (3-Month Term SOFR+242.5 basis points), 10/15/2035(a),(b) | 5,902,046 | ||||||
| Cerberus Loan Funding LP | ||||||||
| 2,236,000 | Series 2020-1A, Class D, 10.890% (3-Month Term SOFR+556.161 basis points), 10/15/2031(a),(b) | 2,237,476 | ||||||
| 3,600,000 | Series 2022-3A, Class C, 10.579% (3-Month Term SOFR+525 basis points), 1/20/2033(a),(b) | 3,626,388 | ||||||
| Fortress Credit Opportunities Ltd. | ||||||||
| 5,645,000 | Series 2017-9A, Class A1TR, 7.140% (3-Month Term SOFR+181.161 basis points), 10/15/2033(a),(b) | 5,644,887 | ||||||
| 8,814,000 | Series 2017-9A, Class ER, 13.650% (3-Month Term SOFR+832.161 basis points), 10/15/2033(a),(b) | 8,814,379 | ||||||
| Golub Capital Partners Ltd. | ||||||||
| 1,993,000 | Series 2018-38A, Class C, 8.386% (3-Month Term SOFR+306.161 basis points), 7/20/2030(a),(b) | 1,993,500 | ||||||
2
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| BONDS & DEBENTURES (Continued) | ||||||||
| ASSET-BACKED SECURITIES (Continued) | ||||||||
| COLLATERALIZED LOAN OBLIGATION (Continued) | ||||||||
| $ | 1,429,000 | Series 2019-45A, Class B1, 8.136% (3-Month Term SOFR+281.161 basis points), 10/20/2031(a),(b) | $ | 1,429,760 | ||||
| 4,361,000 | Series 2023-67A, Class A1, 7.823% (3-Month Term SOFR+250 basis points), 5/9/2036(a),(b) | 4,391,335 | ||||||
| 4,000,000 | Series 2023-67A, Class D, 11.823% (3-Month Term SOFR+650 basis points), 5/9/2036(a),(b) | 4,097,460 | ||||||
| 5,388,000 | Series 2019-46A, Class A1R, 7.127% (3-Month Term SOFR+181 basis points), 4/20/2037(a),(b) | 5,393,189 | ||||||
| Ivy Hill Middle Market Credit Fund Ltd. | ||||||||
| 3,766,000 | Series 18A, Class E, 13.336% (3-Month Term SOFR+801.161 basis points), 4/22/2033(a),(b) | 3,765,691 | ||||||
| 1,086,000 | Series 12A, Class DR, 13.756% (3-Month Term SOFR+843.161 basis points), 7/20/2033(a),(b) | 1,086,168 | ||||||
| 6,250,000 | Series 9A, Class ERR, 13.547% (3-Month Term SOFR+822 basis points), 4/23/2034(a),(b) | 6,250,138 | ||||||
| 5,120,000 | Series 20A, Class E, 15.325% (3-Month Term SOFR+1,000 basis points), 4/20/2035(a),(b) | 5,199,606 | ||||||
| 411,639 | Lake Shore MM LLC Series 2019-2A, Class A2R, 2.525%, 10/17/2031(a) | 392,808 | ||||||
| Parliament Ltd. | ||||||||
| 2,646,000 | Series 2021-2A, Class D, 9.287% (3-Month Term SOFR+396.161 basis points), 8/20/2032(a),(b) | 2,645,685 | ||||||
| TCP Waterman LLC | ||||||||
| 2,429,000 | Series 2017-1A, Class ER, 13.747% (3-Month Term SOFR+842.161 basis points), 8/20/2033(a),(b) | 2,430,246 | ||||||
| 86,781,452 | ||||||||
| CREDIT CARD — 2.5% | ||||||||
| American Express Credit Account Master Trust | ||||||||
| 8,994,000 | Series 2023-4, Class A, 5.150%, 9/15/2030 | 9,092,333 | ||||||
| 6,191,000 | Series 2024-2, Class A, 5.240%, 4/15/2031 | 6,309,883 | ||||||
| Chase Issuance Trust | ||||||||
| 4,798,000 | Series 2023-A2, Class A, 5.080%, 9/15/2030 | 4,839,863 | ||||||
| 8,883,000 | Series 2024-A2, Class A, 4.630%, 1/15/2031 | 8,756,318 | ||||||
| 28,998,397 | ||||||||
| EQUIPMENT — 10.4% | ||||||||
| Avis Budget Rental Car Funding AESOP LLC | ||||||||
| 1,059,000 | Series 2023-1A, Class A, 5.250%, 4/20/2029(a) | 1,049,974 | ||||||
| 3,527,000 | Series 2023-4A, Class A, 5.490%, 6/20/2029(a) | 3,527,848 | ||||||
| 4,981,000 | Series 2023-6A, Class A, 5.810%, 12/20/2029(a) | 5,038,353 | ||||||
| 3,599,000 | Series 2023-8A, Class A, 6.020%, 2/20/2030(a) | 3,674,133 | ||||||
| 1,728,000 | Series 2024-1A, Class A, 5.360%, 6/20/2030(a) | 1,732,782 | ||||||
3
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
BONDS & DEBENTURES (Continued) ASSET-BACKED SECURITIES (Continued) EQUIPMENT (Continued) | ||||||||
| $ | 7,423,000 | Series 2024-3A, Class A, 5.230%, 12/20/2030(a) | $ | 7,347,531 | ||||
| CNH Equipment Trust | ||||||||
| 581,000 | Series 2022-B, Class A4, 3.910%, 3/15/2028 | 564,289 | ||||||
| 644,000 | Series 2023-A, Class A4, 4.770%, 10/15/2030 | 636,359 | ||||||
| 1,805,000 | Series 2023-B, Class A4, 5.460%, 3/17/2031 | 1,826,184 | ||||||
| 2,476,590 | Coinstar Funding LLC Series 2017-1A, Class A2, 5.216%, 4/25/2047(a) | 2,181,326 | ||||||
| Enterprise Fleet Financing LLC | ||||||||
| 2,419,000 | Series 2022-2, Class A3, 4.790%, 5/21/2029(a) | 2,395,797 | ||||||
| 760,000 | Series 2022-3, Class A3, 4.290%, 7/20/2029(a) | 744,461 | ||||||
| 2,522,000 | Series 2023-1, Class A3, 5.420%, 10/22/2029(a) | 2,525,408 | ||||||
| 1,601,000 | Series 2022-4, Class A3, 5.650%, 10/22/2029(a) | 1,608,990 | ||||||
| 3,800,000 | Series 2023-2, Class A3, 5.500%, 4/22/2030(a) | 3,826,359 | ||||||
| 3,748,000 | Series 2023-3, Class A3, 6.410%, 6/20/2030(a) | 3,878,852 | ||||||
| Ford Credit Floorplan Master Owner Trust A | ||||||||
| 10,771,000 | Series 2018-4, Class A, 4.060%, 11/15/2030 | 10,344,660 | ||||||
| GMF Floorplan Owner Revolving Trust | ||||||||
| 2,130,000 | Series 2023-2, Class A, 5.340%, 6/15/2030(a) | 2,133,198 | ||||||
| 3,737,000 | Series 2024-2A, Class A, 5.060%, 3/15/2031(a) | 3,736,692 | ||||||
| 1,675,000 | GreatAmerica Leasing Receivables Funding LLC Series 2023-1, Class A4, 5.060%, 3/15/2030(a) | 1,661,595 | ||||||
| Hertz Vehicle Financing LLC | ||||||||
| 3,499,000 | Series 2021-2A, Class A, 1.680%, 12/27/2027(a) | 3,193,730 | ||||||
| 3,489,000 | Series 2022-2A, Class A, 2.330%, 6/26/2028(a) | 3,200,009 | ||||||
| 6,142,000 | Series 2022-5A, Class A, 3.890%, 9/25/2028(a) | 5,820,371 | ||||||
| 3,379,000 | Series 2023-4A, Class A, 6.150%, 3/25/2030(a) | 3,437,712 | ||||||
| John Deere Owner Trust | ||||||||
| 1,372,000 | Series 2023-A, Class A4, 5.010%, 12/17/2029 | 1,356,635 | ||||||
| 1,203,000 | Series 2023-B, Class A4, 5.110%, 5/15/2030 | 1,189,244 | ||||||
| 1,664,000 | Series 2023-C, Class A4, 5.390%, 8/15/2030 | 1,671,724 | ||||||
| Kubota Credit Owner Trust | ||||||||
| 1,359,000 | Series 2023-2A, Class A4, 5.230%, 6/15/2028(a) | 1,343,766 | ||||||
| 876,000 | Series 2023-1A, Class A4, 5.070%, 2/15/2029(a) | 866,617 | ||||||
| 1,028,000 | M&T Equipment Notes Series 2023-1A, Class A4, 5.750%, 7/15/2030(a) | 1,028,779 | ||||||
| MMAF Equipment Finance LLC | ||||||||
| 2,626,000 | Series 2023-A, Class A4, 5.500%, 12/13/2038(a) | 2,646,096 | ||||||
| 736,000 | Series 2020-A, Class A5, 1.560%, 10/9/2042(a) | 658,561 | ||||||
| 1,849,000 | Series 2024-A, Class A4, 5.100%, 7/13/2049(a) | 1,845,689 | ||||||
| Sunnova Hestia Issuer LLC | ||||||||
| 759,116 | Series 2023-GRID1, Class 1A, 5.750%, 12/20/2050(a) | 764,650 | ||||||
| 1,672,000 | Series 2024-GRID1, Class 1A, 5.630%, 7/20/2051(a) | 1,673,368 | ||||||
| Verizon Master Trust | ||||||||
4
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
BONDS & DEBENTURES (Continued) ASSET-BACKED SECURITIES (Continued) EQUIPMENT (Continued) | ||||||||
| $ | 2,555,000 | Series 2022-4, Class B, 3.640%, 11/20/2028 | $ | 2,513,403 | ||||
| 663,000 | Series 2022-4, Class C, 3.890%, 11/20/2028 | 653,093 | ||||||
| 6,196,000 | Series 2023-3, Class A, 4.730%, 4/21/2031(a) | 6,135,945 | ||||||
| 8,097,000 | Series 2023-6, Class A, 5.350%, 9/22/2031(a) | 8,197,334 | ||||||
| 10,281,000 | Series 2024-2, Class A, 4.830%, 12/22/2031(a) | 10,227,173 | ||||||
| 118,858,690 | ||||||||
| OTHER — 10.0% | ||||||||
| ABPCI Direct Lending Fund LLC | ||||||||
| 1,662,087 | Series 2022-2A, Class A1, 7.425% (3-Month Term SOFR+210 basis points), 3/1/2032(a),(b) | 1,650,688 | ||||||
| 6,944,936 | Series 2022-2A, Class C, 8.236%, 3/1/2032(a) | 6,457,624 | ||||||
| ABPCI Direct Lending Fund Ltd. | ||||||||
| 1,062,418 | Series 2020-1A, Class A, 3.199%, 12/20/2030(a) | 1,047,120 | ||||||
| 2,708,173 | Series 2020-1A, Class B, 4.935%, 12/20/2030(a) | 2,640,098 | ||||||
| 8,058,000 | American Tower Trust 1 5.490%, 3/15/2028(a) | 8,081,674 | ||||||
| 750,413 | Brazos Securitization LLC 5.014%, 9/1/2031(a) | 740,542 | ||||||
| 290,617 | CARS-DB4 LP Series 2020-1A, Class A1, 2.690%, 2/15/2050(a) | 284,019 | ||||||
| Cleco Securitization LLC | ||||||||
| 1,607,713 | 4.016%, 3/1/2031 | 1,543,405 | ||||||
| Cologix Data Centers US Issuer LLC | ||||||||
| 4,273,000 | Series 2021-1A, Class A2, 3.300%, 12/26/2051(a) | 3,936,299 | ||||||
| 3,235,000 | Series 2021-1A, Class C, 5.990%, 12/26/2051(a) | 2,902,596 | ||||||
| Consumers 2023 Securitization Funding LLC | ||||||||
| 2,542,000 | 5.210%, 9/1/2031 | 2,557,887 | ||||||
| DataBank Issuer | ||||||||
| 1,400,000 | Series 2021-1A, Class A2, 2.060%, 2/27/2051(a) | 1,297,489 | ||||||
| 1,500,000 | Series 2021-1A, Class C, 4.430%, 2/27/2051(a) | 1,369,218 | ||||||
| 512,000 | Diamond Infrastructure Funding LLC Series 2021-1A, Class C, 3.475%, 4/15/2049(a) | 461,129 | ||||||
| 1,718,000 | Diamond Issuer LLC Series 2021-1A, Class C, 3.787%, 11/20/2051(a) | 1,456,663 | ||||||
| DTE Electric Securitization Funding II LLC | ||||||||
| 3,199,000 | 5.970%, 3/1/2033 | 3,302,967 | ||||||
| Elm Trust | ||||||||
| 1,642,951 | Series 2020-3A, Class A2, 2.954%, 8/20/2029(a) | 1,580,639 | ||||||
| 281,355 | Series 2020-3A, Class B, 4.481%, 8/20/2029(a) | 267,158 | ||||||
| 127,968 | Series 2020-4A, Class A2, 2.286%, 10/20/2029(a) | 122,516 | ||||||
| 454,789 | Series 2020-4A, Class B, 3.866%, 10/20/2029(a) | 429,080 | ||||||
5
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
BONDS & DEBENTURES (Continued) ASSET-BACKED SECURITIES (Continued) | ||||||||
| OTHER (Continued) | ||||||||
| FCI Funding LLC | ||||||||
| $ | 40,982 | Series 2021-1A, Class A, 1.130%, 4/15/2033(a) | $ | 40,413 | ||||
| Golub Capital Partners Funding Ltd. | ||||||||
| 1,205,483 | Series 2020-1A, Class A2, 3.208%, 1/22/2029(a) | 1,181,132 | ||||||
| 829,389 | Series 2020-1A, Class B, 4.496%, 1/22/2029(a) | 800,098 | ||||||
| 3,337,982 | Series 2021-1A, Class A2, 2.773%, 4/20/2029(a) | 3,223,082 | ||||||
| 1,862,034 | Series 2021-1A, Class B, 3.816%, 4/20/2029(a) | 1,784,817 | ||||||
| 4,842,307 | Series 2021-2A, Class A, 2.944%, 10/19/2029(a) | 4,522,216 | ||||||
| 5,634,522 | Series 2021-2A, Class B, 3.993%, 10/19/2029(a) | 4,894,597 | ||||||
| Hotwire Funding LLC | ||||||||
| 1,250,000 | Series 2021-1, Class C, 4.459%, 11/20/2051(a) | 1,124,094 | ||||||
| 1,385,000 | Series 2023-1A, Class A2, 5.687%, 5/20/2053(a) | 1,384,288 | ||||||
| 5,724,973 | Kansas Gas Service Securitization I LLC 5.486%, 8/1/2032 | 5,803,707 | ||||||
| MetroNet Infrastructure Issuer LLC | ||||||||
| 3,800,000 | Series 2022-1A, Class A2, 6.350%, 10/20/2052(a) | 3,827,753 | ||||||
| Monroe Capital Funding Ltd. | ||||||||
| 2,462,766 | Series 2021-1A, Class A2, 2.815%, 4/22/2031(a) | 2,352,074 | ||||||
| 845,331 | Series 2021-1A, Class B, 3.908%, 4/22/2031(a) | 812,437 | ||||||
| Monroe Capital Income Plus Funding LLC | ||||||||
| 3,700,000 | Series 2022-1A, Class A, 4.050%, 4/30/2032(a) | 3,466,049 | ||||||
| Oklahoma Development Finance Authority | ||||||||
| 2,059,351 | 4.135%, 12/1/2033 | 1,992,303 | ||||||
| 774,250 | 4.285%, 2/1/2034 | 757,322 | ||||||
| 1,754,508 | 3.877%, 5/1/2037 | 1,650,042 | ||||||
| PFS Financing Corp. | ||||||||
| 879,000 | Series 2022-C, Class B, 4.390%, 5/15/2027(a) | 867,246 | ||||||
| 5,205,000 | Series 2022-D, Class A, 4.270%, 8/15/2027(a) | 5,133,066 | ||||||
| 3,930,216 | PG&E Recovery Funding LLC 5.045%, 7/15/2032 | 3,939,159 | ||||||
| 3,465,452 | PG&E Wildfire Recovery Funding LLC 4.022%, 6/1/2031 | 3,373,463 | ||||||
| SBA Tower Trust | ||||||||
| 1,380,000 | 1.631%, 11/15/2026(a) | 1,250,517 | ||||||
| 1,767,000 | 2.328%, 1/15/2028(a) | 1,583,463 | ||||||
| 1,049,000 | 6.599%, 1/15/2028(a) | 1,073,017 | ||||||
| SpringCastle America Funding LLC | ||||||||
| 870,547 | Series 2020-AA, Class A, 1.970%, 9/25/2037(a) | 804,482 | ||||||
| 770,212 | Texas Natural Gas Securitization Finance Corp. 5.102%, 4/1/2035 | 773,810 | ||||||
| TVEST LLC | ||||||||
| 32,324 | Series 2020-A, Class A, 4.500%, 7/15/2032(a) | 32,242 | ||||||
6
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| BONDS & DEBENTURES (Continued) | ||||||||
| ASSET-BACKED SECURITIES (Continued) | ||||||||
| OTHER (Continued) | ||||||||
| Vantage Data Centers Issuer LLC | ||||||||
| $ | 1,344,000 | Series 2020-1A, Class A2, 1.645%, 9/15/2045(a) | $ | 1,272,694 | ||||
| VCP RRL Ltd. | ||||||||
| 1,538,256 | Series 2021-1A, Class A, 2.152%, 10/20/2031(a) | 1,458,650 | ||||||
| 2,426,382 | Series 2021-1A, Class B, 2.848%, 10/20/2031(a) | 2,252,204 | ||||||
| 3,766,730 | Series 2021-1A, Class C, 5.425%, 10/20/2031(a) | 3,427,389 | ||||||
| 5,538,000 | Virginia Power Fuel Securitization LLC 4.877%, 5/1/2031 | 5,525,551 | ||||||
| WEPCo Environmental Trust Finance LLC | ||||||||
| 888,724 | Series 2021-1, Class A, 1.578%, 12/15/2035 | 756,603 | ||||||
| 115,268,791 | ||||||||
| TOTAL ASSET-BACKED SECURITIES | ||||||||
| (Cost $419,362,235) | 417,000,124 | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES — 16.7% | ||||||||
| AGENCY — 10.8% | ||||||||
| Federal Home Loan Mortgage Corp. | ||||||||
| 784,000 | Series K068, Class A2, 3.244%, 8/25/2027 | 745,539 | ||||||
| 1,135,000 | Series K072, Class A2, 3.444%, 12/25/2027 | 1,082,388 | ||||||
| 3,064,000 | Series K073, Class A2, 3.350%, 1/25/2028 | 2,911,971 | ||||||
| 1,691,000 | Series K076, Class A2, 3.900%, 4/25/2028 | 1,633,395 | ||||||
| 377,000 | Series K077, Class A2, 3.850%, 5/25/2028(b) | 363,344 | ||||||
| 3,220,000 | Series K079, Class A2, 3.926%, 6/25/2028 | 3,109,415 | ||||||
| 2,683,000 | Series K080, Class A2, 3.926%, 7/25/2028(b) | 2,592,752 | ||||||
| 7,407,000 | Series K081, Class A2, 3.900%, 8/25/2028(b) | 7,141,356 | ||||||
| 5,016,000 | Series K082, Class A2, 3.920%, 9/25/2028(b) | 4,835,978 | ||||||
| 2,785,000 | Series K083, Class A2, 4.050%, 9/25/2028(b) | 2,712,772 | ||||||
| 7,311,000 | Series K084, Class A2, 3.780%, 10/25/2028(b) | 7,048,085 | ||||||
| 2,867,000 | Series K085, Class A2, 4.060%, 10/25/2028(b) | 2,792,521 | ||||||
| 3,232,000 | Series K089, Class A2, 3.563%, 1/25/2029 | 3,061,423 | ||||||
| 509,000 | Series K088, Class A2, 3.690%, 1/25/2029 | 485,530 | ||||||
| 5,136,000 | Series K090, Class A2, 3.422%, 2/25/2029 | 4,847,424 | ||||||
| 2,866,000 | Series K091, Class A2, 3.505%, 3/25/2029 | 2,704,924 | ||||||
| 269,000 | Series K092, Class A2, 3.298%, 4/25/2029 | 251,168 | ||||||
| 560,000 | Series K093, Class A2, 2.982%, 5/25/2029 | 517,282 | ||||||
| 9,192,000 | Series K095, Class A2, 2.785%, 6/25/2029 | 8,397,866 | ||||||
| 8,032,000 | Series K094, Class A2, 2.903%, 6/25/2029 | 7,392,122 | ||||||
| 4,234,000 | Series K097, Class A2, 2.508%, 7/25/2029 | 3,825,346 | ||||||
| 10,423,000 | Series K096, Class A2, 2.519%, 7/25/2029 | 9,417,466 | ||||||
| 1,402,000 | Series K099, Class A2, 2.595%, 9/25/2029 | 1,266,577 | ||||||
| 4,314,000 | Series K102, Class A2, 2.537%, 10/25/2029 | 3,871,965 | ||||||
| 6,001,000 | Series K103, Class A2, 2.651%, 11/25/2029 | 5,428,888 | ||||||
| 614,000 | Series K107, Class A2, 1.639%, 1/25/2030 | 524,736 | ||||||
7
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued) | ||||||||
| AGENCY (Continued) | ||||||||
| $ | 150,000 | Series K105, Class A2, 1.872%, 1/25/2030 | $ | 129,470 | ||||
| 1,553,000 | Series K106, Class A2, 2.069%, 1/25/2030 | 1,355,928 | ||||||
| 150,000 | Series K104, Class A2, 2.253%, 1/25/2030 | 132,478 | ||||||
| 1,249,000 | Series K108, Class A2, 1.517%, 3/25/2030 | 1,053,027 | ||||||
| 7,921,000 | Series K751, Class A2, 4.412%, 3/25/2030 | 7,787,766 | ||||||
| 1,920,000 | Series K109, Class A2, 1.558%, 4/25/2030 | 1,618,548 | ||||||
| 2,981,000 | Series K151, Class A3, 3.511%, 4/25/2030 | 2,782,024 | ||||||
| 823,000 | Series K114, Class A2, 1.366%, 6/25/2030 | 678,982 | ||||||
| 8,234,000 | Series K117, Class A2, 1.406%, 8/25/2030 | 6,781,973 | ||||||
| 2,108,000 | Series K120, Class A2, 1.500%, 10/25/2030 | 1,737,418 | ||||||
| 8,889,000 | Series K754, Class A2, 4.940%, 11/25/2030(b) | 8,921,653 | ||||||
| Freddie Mac Multifamily Structured Pass-Through Certificates | ||||||||
| 1,000,000 | Series K113, Class A2, 1.341%, 6/25/2030 | 826,652 | ||||||
| 1,808,000 | Series K115, Class A2, 1.383%, 6/25/2030 | 1,494,461 | ||||||
| 124,262,613 | ||||||||
| AGENCY STRIPPED — 0.1% | ||||||||
| Government National Mortgage Association | ||||||||
| 1,294,747 | Series 2015-19, Class IO, 0.294%, 1/16/2057(b) | 17,847 | ||||||
| 1,221,150 | Series 2015-7, Class IO, 0.454%, 1/16/2057(b) | 23,052 | ||||||
| 2,105,117 | Series 2020-43, Class IO, 1.261%, 11/16/2061(b) | 152,942 | ||||||
| 2,730,731 | Series 2020-71, Class IO, 1.102%, 1/16/2062(b) | 181,772 | ||||||
| 5,117,464 | Series 2020-75, Class IO, 0.870%, 2/16/2062(b) | 297,245 | ||||||
| 3,389,175 | Series 2020-42, Class IO, 0.938%, 3/16/2062(b) | 202,575 | ||||||
| 875,433 | ||||||||
| NON-AGENCY — 5.8% | ||||||||
| A10 Bridge Asset Financing LLC | ||||||||
| 987,878 | Series 2021-D, Class A1FX, 2.589%, 10/1/2038(a) | 946,426 | ||||||
| ACRES Commercial Realty Ltd. | ||||||||
| 651,122 | Series 2021-FL2, Class A, 6.843% (1-Month Term SOFR+151.448 basis points), 1/15/2037(a),(b) | 647,565 | ||||||
| 6,960,000 | Arbor Multifamily Mortgage Securities Trust Series 2020-MF1, Class A5, 2.756%, 5/15/2053(a) | 6,107,439 | ||||||
| Arbor Realty Commercial Real Estate Notes Ltd. | ||||||||
| 3,148,000 | Series 2021-FL4, Class A, 6.793% (1-Month Term SOFR+146.448 basis points), 11/15/2036(a),(b) | 3,138,293 | ||||||
| 3,442,000 | Series 2022-FL1, Class A, 6.783% (30-Day SOFR Average+145 basis points), 1/15/2037(a),(b) | 3,427,336 | ||||||
| 2,522,665 | Series 2022-FL2, Class A, 7.179% (1-Month Term SOFR+185 basis points), 5/15/2037(a),(b) | 2,519,510 | ||||||
| BBCMS Trust | ||||||||
| 634,899 | Series 2015-SRCH, Class A1, 3.312%, 8/10/2035(a) | 597,116 | ||||||
8
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued) | ||||||||
| NON-AGENCY (Continued) | ||||||||
| BX Commercial Mortgage Trust | ||||||||
| $ | 1,410,000 | Series 2021-VOLT, Class E, 7.443% (1-Month Term SOFR+211.448 basis points), 9/15/2036(a),(b) | $ | 1,377,389 | ||||
| 2,319,000 | Series 2021-VOLT, Class F, 7.843% (1-Month Term SOFR+251.448 basis points), 9/15/2036(a),(b) | 2,288,342 | ||||||
| BX Trust | ||||||||
| 5,125,000 | Series 2019-OC11, Class A, 3.202%, 12/9/2041(a) | 4,558,534 | ||||||
| BXMT Ltd. | ||||||||
| 2,791,298 | Series 2021-FL4, Class A, 6.493% (1-Month Term SOFR+116.448 basis points), 5/15/2038(a),(b) | 2,651,637 | ||||||
| Greystone CRE Notes Ltd. | ||||||||
| 3,000,000 | Series 2021-FL3, Class A, 6.463% (1-Month Term SOFR+113.448 basis points), 7/15/2039(a),(b) | 2,984,998 | ||||||
| Hawaii Hotel Trust | ||||||||
| 1,384,000 | Series 2019-MAUI, Class C, 7.276% (1-Month Term SOFR+194.701 basis points), 5/15/2038(a),(b) | 1,376,213 | ||||||
| HERA Commercial Mortgage Ltd. | ||||||||
| 2,041,037 | Series 2021-FL1, Class A, 6.497% (1-Month Term SOFR+116.448 basis points), 2/18/2038(a),(b) | 2,021,597 | ||||||
| Independence Plaza Trust | ||||||||
| 819,000 | Series 2018-INDP, Class A, 3.763%, 7/10/2035(a) | 782,201 | ||||||
| JPMBB Commercial Mortgage Securities Trust | ||||||||
| 519,825 | Series 2015-C31, Class A3, 3.802%, 8/15/2048 | 506,224 | ||||||
| KREF Ltd. | ||||||||
| 832,313 | Series 2021-FL2, Class A, 6.513% (1-Month Term SOFR+118.448 basis points), 2/15/2039(a),(b) | 815,654 | ||||||
| Manhattan West Mortgage Trust | ||||||||
| 4,991,000 | Series 2020-1MW, Class A, 2.130%, 9/10/2039(a) | 4,439,565 | ||||||
| MF1 Ltd. | ||||||||
| 207,879 | Series 2020-FL4, Class A, 7.143% (1-Month Term SOFR+181.448 basis points), 11/15/2035(a),(b) | 207,877 | ||||||
| 2,269,553 | Series 2021-FL7, Class A, 6.527% (1-Month Term SOFR+119.448 basis points), 10/16/2036(a),(b) | 2,256,795 | ||||||
| Progress Residential Trust | ||||||||
| 4,815,000 | Series 2024-SFR4, Class A, 3.100%, 7/9/2029(a) | 4,341,685 | ||||||
| 1,423,155 | Series 2021-SFR11, Class A, 2.283%, 1/17/2039(a) | 1,245,537 | ||||||
| 1,262,304 | Series 2021-SFR7, Class A, 1.692%, 8/17/2040(a) | 1,098,047 | ||||||
| 1,191,000 | Series 2023-SFR2, Class A, 4.500%, 10/17/2040(a) | 1,152,981 | ||||||
| 725,507 | Series 2021-SFR9, Class A, 2.013%, 11/17/2040(a) | 636,636 | ||||||
| 4,396,267 | Series 2021-SFR10, Class A, 2.393%, 12/17/2040(a) | 3,890,916 | ||||||
| 2,117,000 | Series 2024-SFR3, Class A, 3.000%, 6/17/2041(a) | 1,900,196 | ||||||
| SLG Office Trust | ||||||||
| 5,585,000 | Series 2021-OVA, Class A, 2.585%, 7/15/2041(a) | 4,556,209 | ||||||
9
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued) | ||||||||
| NON-AGENCY (Continued) | ||||||||
| STWD Ltd. | ||||||||
| $ | 1,285,753 | Series 2021-FL2, Class A, 6.647% (1-Month Term SOFR+131.448 basis points), 4/18/2038(a),(b) | $ | 1,263,349 | ||||
| TRTX Issuer Ltd. | ||||||||
| 2,330,695 | Series 2022-FL5, Class A, 6.979% (1-Month Term SOFR+165 basis points), 2/15/2039(a),(b) | 2,314,633 | ||||||
| VMC Finance LLC | ||||||||
| 654,795 | Series 2021-HT1, Class A, 7.097% (1-Month Term SOFR+176.448 basis points), 1/18/2037(a),(b) | 641,687 | ||||||
| 66,692,587 | ||||||||
| TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES | ||||||||
| (Cost $191,922,366) | 191,830,633 | |||||||
| CONVERTIBLE BONDS — 0.3% | ||||||||
| 3,400,000 | Upwork, Inc. 0.250%, 8/15/2026 | 3,016,093 | ||||||
| TOTAL CONVERTIBLE BONDS | ||||||||
| (Cost $2,888,125) | 3,016,093 | |||||||
| CORPORATE BANK DEBT — 1.3% | ||||||||
| Axiom Global, Inc. | ||||||||
| 3,023,917 | 10.194% (1-Month USD Libor+475 basis points), 10/1/2026(b),(c),(d) | 2,925,640 | ||||||
| 89,489 | Capstone Acquisition Holdings, Inc. 2020 Delayed Draw Term Loan 10.194% (1-Month Term SOFR+475 basis points), 11/12/2027(b),(c),(d),(e) | 85,125 | ||||||
| Capstone Acquisition Holdings, Inc. 2020 Term Loan | ||||||||
| 1,757,306 | 10.194% (1-Month Term SOFR+475 basis points), 11/12/2027(b),(c),(d),(e) | 1,671,618 | ||||||
| Farfetch U.S. Holdings, Inc. | ||||||||
| 2,992,740 | 11.575% (3-Month Term SOFR+625 basis points), 10/20/2027(b),(c),(d) | 2,775,766 | ||||||
| Frontier Communications Holdings LLC | ||||||||
| 1,090,372 | 9.207% (1-Month Term SOFR+375 basis points), 10/8/2027(b),(c),(d) | 1,087,647 | ||||||
| JC Penney Corp., Inc. | ||||||||
| 471,014 | 5.568% (3-Month USD Libor+425 basis points), 6/23/2025*,(b),(c),(d),(e),(f) | 47 | ||||||
| Lealand Finance Company B.V. Senior Exit LC | ||||||||
| 405,491 | 5.250%, 6/30/2027(b),(c),(d),(e),(g),(h) | (141,922 | ) | |||||
| McDermott Tanks Secured LC | ||||||||
| 218,452 | 10.346% (3-Month Term SOFR+0.000 basis points),12/31/2026(b),(c),(d),(e),(g),(h) | (21,845 | ) | |||||
| McDermott Technology Americas, Inc. | ||||||||
| 12,993 | 9.457% (1-Month Term SOFR+400 basis points), 12/31/2027(b),(c),(d),(i) | 5,717 | ||||||
| Polaris Newco, LLC Term Loan B | ||||||||
| 2,634,473 | 9.343% (1-Month Term SOFR+400 basis points), 6/5/2028(b),(c),(d) | 2,632,128 | ||||||
| WH Borrower LLC, Term Loan B | ||||||||
| 2,776,340 | 10.817% (1-Month Term SOFR+550 basis points), 2/16/2027(b),(c),(d) | 2,706,931 | ||||||
10
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| CORPORATE BANK DEBT (Continued) | ||||||||
| $ | 810,957 | Windstream Services LLC 11.694% (1-Month Term SOFR+625 basis points), 9/21/2027(b),(c),(d) | $ | 807,243 | ||||
| TOTAL CORPORATE BANK DEBT | ||||||||
| (Cost $14,670,171) | 14,534,095 | |||||||
| CORPORATE BONDS — 6.4% | ||||||||
| COMMUNICATIONS — 0.9% | ||||||||
| 2,633,000 | CCO Holdings LLC / CCO Holdings Capital Corp. 6.375%, 9/1/2029(a) | 2,487,369 | ||||||
| 1,119,000 | Consolidated Communications, Inc. 6.500%, 10/1/2028(a) | 954,776 | ||||||
| 2,000,000 | DISH Network Corp. 11.750%, 11/15/2027(a) | 1,958,400 | ||||||
| Frontier Communications Holdings LLC | ||||||||
| 3,066,000 | 5.875%, 10/15/2027(a) | 2,985,517 | ||||||
| 1,636,000 | 6.000%, 1/15/2030(a) | 1,420,882 | ||||||
| 9,806,944 | ||||||||
| CONSUMER DISCRETIONARY — 1.1% | ||||||||
| 1,805,339 | Air Canada Pass-Through Trust Series 2017-1, Class AA, 3.300%, 7/15/2031(a) | 1,646,018 | ||||||
| 1,834,000 | Amazon.com, Inc. 1.650%, 5/12/2028 | 1,632,952 | ||||||
| 8,557,000 | Cimpress PLC 7.000%, 6/15/2026 | 8,544,849 | ||||||
| 979,000 | VT Topco, Inc. 8.500%, 8/15/2030(a) | 1,027,950 | ||||||
| 12,851,769 | ||||||||
| FINANCIALS — 3.6% | ||||||||
| 3,644,000 | Apollo Debt Solutions BDC Senior Notes 8.620%, 9/28/2028(d),(e) | 3,644,000 | ||||||
| 4,700,000 | Ares Capital Corp. 2.875%, 6/15/2028 | 4,157,424 | ||||||
| 4,500,000 | Blackstone Private Credit Fund 4.000%, 1/15/2029 | 4,103,114 | ||||||
| Blue Owl Credit Income Corp. | ||||||||
| 5,122,000 | 7.750%, 9/16/2027 | 5,256,078 | ||||||
| 5,727,000 | 7.950%, 6/13/2028 | 5,922,543 | ||||||
| 2,981,000 | HPS Corporate Lending Fund 6.750%, 1/30/2029(a) | 2,999,141 | ||||||
| 10,563,000 | Midcap Financial Issuer Trust 6.500%, 5/1/2028(a) | 9,955,627 | ||||||
| 4,032,000 | Oaktree Strategic Credit Fund 8.400%, 11/14/2028(a) | 4,254,265 | ||||||
11
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
CORPORATE BONDS (Continued) FINANCIALS (Continued) | ||||||||
| $ | 1,557,000 | OCREDIT BDC Senior Notes 7.770%, 3/7/2029(d),(e) | $ | 1,557,000 | ||||
| 41,849,192 | ||||||||
| HEALTH CARE — 0.4% | ||||||||
| 4,410,000 | Heartland Dental LLC/Heartland Dental Finance Corp. 10.331% (1-Month Term SOFR+500 basis points), 4/30/2028(a),(d) | 4,681,039 | ||||||
| TECHNOLOGY — 0.4% | ||||||||
| 5,000,000 | Hlend Senior Notes 8.170%, 3/15/2028(d),(e) | 5,000,000 | ||||||
| TOTAL CORPORATE BONDS | ||||||||
| (Cost $72,554,487) | 74,188,944 | |||||||
| RESIDENTIAL MORTGAGE-BACKED SECURITIES — 19.9% | ||||||||
| AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 0.0% | ||||||||
| Federal National Mortgage Association | ||||||||
| 63,223 | Series 2012-144, Class PD, 3.500%, 4/25/2042 | 60,572 | ||||||
| 137,633 | Freddie Mac REMICS Series 4162, Class P, 3.000%, 2/15/2033 | 131,118 | ||||||
| 191,690 | ||||||||
| AGENCY POOL ADJUSTABLE RATE — 1.7% | ||||||||
| Fannie Mae Pool | ||||||||
| 340,144 | 1.726% (30-Day SOFR Average+211 basis points), 7/1/2051(b) | 290,647 | ||||||
| 3,079,441 | 1.971% (30-Day SOFR Average+207.4 basis points), 8/1/2051(b) | 2,674,686 | ||||||
| 237,323 | 1.609% (30-Day SOFR Average+209.5 basis points), 9/1/2051(b) | 201,029 | ||||||
| 2,778,036 | 1.892% (30-Day SOFR Average+233 basis points), 4/1/2052(b) | 2,377,654 | ||||||
| Freddie Mac Non Gold Pool | ||||||||
| 1,038,396 | 1.684% (30-Day SOFR Average+213 basis points), 9/1/2051(b) | 878,605 | ||||||
| 1,403,611 | 2.563% (30-Day SOFR Average+213 basis points), 3/1/2052(b) | 1,231,082 | ||||||
| 959,830 | 2.545% (30-Day SOFR Average+214 basis points), 5/1/2052(b) | 841,959 | ||||||
| 9,758,418 | 2.156% (30-Day SOFR Average+217.6 basis points), 7/1/2052(b) | 8,423,693 | ||||||
| 1,253,434 | 3.365% (30-Day SOFR Average+221.5 basis points), 11/1/2052(b) | 1,146,317 | ||||||
| 1,408,233 | 2.162% (30-Day SOFR Average+217.7 basis points), 5/1/2053(b) | 1,215,870 | ||||||
| 19,281,542 | ||||||||
| AGENCY POOL FIXED RATE — 12.4% | ||||||||
| Fannie Mae Pool | ||||||||
| 8,399,353 | 1.500%, 12/1/2035 | 7,229,254 | ||||||
| 1,044,052 | 1.500%, 3/1/2036 | 895,997 | ||||||
| 2,061,079 | 1.000%, 4/1/2036 | 1,718,070 | ||||||
| 674,558 | 1.500%, 4/1/2036 | 578,900 | ||||||
| 1,103,278 | 1.500%, 4/1/2036 | 946,824 | ||||||
| 12,110,675 | 1.500%, 8/1/2036 | 10,393,280 | ||||||
| 868,050 | 1.500%, 8/1/2036 | 743,055 | ||||||
12
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued) AGENCY POOL FIXED RATE (Continued) | ||||||||
| $ | 1,492,697 | 1.500%, 9/1/2036 | $ | 1,277,755 | ||||
| 3,685,391 | 1.500%, 10/1/2036 | 3,154,711 | ||||||
| 11,840,281 | 1.000%, 12/1/2036 | 9,794,825 | ||||||
| 19,528,833 | 1.000%, 3/1/2037 | 16,155,149 | ||||||
| 483,626 | 1.500%, 11/1/2040 | 394,050 | ||||||
| 767,818 | 2.000%, 11/1/2040 | 644,415 | ||||||
| 1,983,490 | 1.500%, 12/1/2040 | 1,616,114 | ||||||
| 642,233 | 1.500%, 2/1/2041 | 523,280 | ||||||
| 747,875 | 1.500%, 3/1/2041 | 607,252 | ||||||
| 1,781,529 | 2.500%, 5/1/2041 | 1,537,482 | ||||||
| 1,066,131 | 2.000%, 7/1/2041 | 888,453 | ||||||
| 7,068,015 | 1.500%, 10/1/2041 | 5,730,185 | ||||||
| 10,483,257 | 1.500%, 11/1/2041 | 8,498,992 | ||||||
| 2,533,218 | 2.000%, 8/1/2042 | 2,111,040 | ||||||
| 8,272,355 | 2.000%, 8/1/2042 | 6,875,614 | ||||||
| 3,651,243 | 3.500%, 4/1/2044 | 3,348,670 | ||||||
| 5,733,120 | 4.000%, 6/1/2045 | 5,442,602 | ||||||
| 1,242,890 | 4.000%, 7/1/2046 | 1,179,473 | ||||||
| 1,414,054 | 4.000%, 10/1/2046 | 1,341,631 | ||||||
| 777,104 | 4.000%, 10/1/2046 | 737,743 | ||||||
| 1,186,909 | 4.000%, 3/1/2048 | 1,125,343 | ||||||
| Freddie Mac Pool | ||||||||
| 11,252,853 | 1.500%, 11/1/2035 | 9,730,952 | ||||||
| 1,989,753 | 1.500%, 6/1/2036 | 1,702,615 | ||||||
| 712,569 | 1.000%, 7/1/2036 | 592,019 | ||||||
| 3,563,588 | 1.500%, 8/1/2036 | 3,050,446 | ||||||
| 2,687,113 | 1.500%, 10/1/2036 | 2,300,180 | ||||||
| 794,591 | 1.500%, 11/1/2036 | 681,911 | ||||||
| 425,893 | 4.000%, 10/1/2040 | 404,596 | ||||||
| 391,565 | 4.000%, 11/1/2040 | 372,112 | ||||||
| 861,812 | 2.000%, 12/1/2040 | 723,302 | ||||||
| 569,173 | 1.500%, 2/1/2041 | 463,752 | ||||||
| 4,953,989 | 1.500%, 3/1/2041 | 4,022,493 | ||||||
| 1,306,252 | 1.500%, 5/1/2041 | 1,060,638 | ||||||
| 5,872,782 | 1.500%, 6/1/2041 | 4,768,526 | ||||||
| 1,572,206 | 1.500%, 10/1/2041 | 1,274,620 | ||||||
| 600,594 | 1.500%, 11/1/2041 | 487,665 | ||||||
| 1,238,634 | 1.500%, 11/1/2041 | 1,004,186 | ||||||
| 9,232,531 | 1.500%, 12/1/2041 | 7,470,576 | ||||||
| 744,331 | 1.500%, 1/1/2042 | 603,444 | ||||||
| 4,555,984 | 2.000%, 5/1/2042 | 3,796,698 | ||||||
13
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued) AGENCY POOL FIXED RATE (Continued) | ||||||||
| $ | 3,063,818 | 2.000%, 8/1/2042 | $ | 2,553,211 | ||||
| 142,554,101 | ||||||||
| AGENCY STRIPPED — 0.0% | ||||||||
| 60,463 | Fannie Mae Interest Strip Series 284, Class 1, 0.000%, 7/25/2027 | 55,999 | ||||||
| NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 5.8% | ||||||||
| GS Mortgage-Backed Securities Trust | ||||||||
| 2,386,543 | Series 2021-PJ6, Class A8, 2.500%, 11/25/2051(a),(b) | 2,052,471 | ||||||
| 4,332,041 | Series 2021-PJ7, Class A8, 2.500%, 1/25/2052(a),(b) | 3,721,410 | ||||||
| 2,003,917 | Series 2022-PJ2, Class A24, 3.000%, 6/25/2052(a),(b) | 1,755,281 | ||||||
| 10,288,306 | Series 2022-PJ5, Class A22, 2.500%, 10/25/2052(a),(b) | 8,748,479 | ||||||
| J.P. Morgan Mortgage Trust | ||||||||
| 745,822 | Series 2021-6, Class A4, 2.500%, 10/25/2051(a),(b) | 645,646 | ||||||
| 2,376,394 | Series 2021-10, Class A4A, 2.000%, 12/25/2051(a),(b) | 1,995,290 | ||||||
| 6,392,093 | Series 2021-10, Class A4, 2.500%, 12/25/2051(a),(b) | 5,507,536 | ||||||
| 8,028,855 | Series 2021-11, Class A4, 2.500%, 1/25/2052(a),(b) | 6,927,280 | ||||||
| 1,893,430 | Series 2021-13, Class A4, 2.500%, 4/25/2052(a),(b) | 1,635,221 | ||||||
| 486,844 | Series 2021-15, Class A4, 2.500%, 6/25/2052(a),(b) | 417,220 | ||||||
| 439,778 | Series 2022-3, Class A4A, 2.500%, 8/25/2052(a),(b) | 375,922 | ||||||
| 4,152,358 | Series 2024-3, Class A4, 3.000%, 5/25/2054(a),(b) | 3,632,903 | ||||||
| PRET LLC | ||||||||
| 648,562 | Series 2021-NPL6, Class A1, 2.487%, 7/25/2051(a),(j) | 632,505 | ||||||
| 3,732,060 | Series 2021-NPL5, Class A1, 2.487%, 10/25/2051(a),(j) | 3,634,593 | ||||||
| Pretium Mortgage Credit Partners LLC | ||||||||
| 1,340,133 | Series 2021-NPL2, Class A1, 4.992%, 6/27/2060(a),(j) | 1,314,082 | ||||||
| 3,058,147 | Series 2021-NPL4, Class A1, 2.363%, 10/27/2060(a),(j) | 2,967,795 | ||||||
| 1,129,494 | Series 2024-RPL1, Class A1, 3.900%, 10/25/2063(a),(b) | 1,049,745 | ||||||
| PRPM LLC | ||||||||
| 1,880,619 | Series 2021-9, Class A1, 2.363%, 10/25/2026(a),(j) | 1,826,013 | ||||||
| 2,463,305 | Series 2021-10, Class A1, 2.487%, 10/25/2026(a),(j) | 2,394,573 | ||||||
| 1,930,698 | Series 2021-11, Class A1, 2.487%, 11/25/2026(a),(j) | 1,886,111 | ||||||
| Towd Point Mortgage Trust | ||||||||
| 279,578 | Series 2018-2, Class A1, 3.250%, 3/25/2058(a),(b) | 270,215 | ||||||
| 4,434,089 | Series 2019-4, Class A1, 2.900%, 10/25/2059(a),(b) | 4,137,531 | ||||||
| 685,426 | Series 2020-4, Class A1, 1.750%, 10/25/2060(a) | 601,666 | ||||||
| 1,815,608 | Series 2023-1, Class A1, 3.750%, 1/25/2063(a) | 1,691,620 | ||||||
| VCAT LLC | ||||||||
| 2,056,985 | Series 2021-NPL1, Class A1, 5.289%, 12/26/2050(a),(j) | 2,042,333 | ||||||
| 1,095,692 | Series 2021-NPL2, Class A1, 5.115%, 3/27/2051(a),(j) | 1,080,341 | ||||||
| VOLT LLC | ||||||||
| 2,383,421 | Series 2021-NPL3, Class A1, 5.239%, 2/27/2051(a),(j) | 2,344,945 | ||||||
14
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued) NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION (Continued) | ||||||||
| $ | 622,285 | Series 2021-NPL4, Class A1, 5.240%, 3/27/2051(a),(j) | $ | 609,557 | ||||
| 599,648 | Series 2021-NPL9, Class A1, 4.992%, 5/25/2051(a),(j) | 587,852 | ||||||
| 66,486,136 | ||||||||
| TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES | ||||||||
| (Cost $228,364,674) | 228,569,468 | |||||||
| U.S. TREASURY NOTES & BONDS — 11.5% | ||||||||
| U.S. Treasury Note | ||||||||
| 26,265,000 | 4.000%, 1/31/2029 | 25,852,789 | ||||||
| 42,690,000 | 4.250%, 2/28/2029 | 42,489,221 | ||||||
| 53,642,000 | 4.125%, 3/31/2029 | 53,082,884 | ||||||
| 10,896,000 | 4.625%, 9/30/2030 | 11,047,523 | ||||||
| TOTAL U.S. TREASURY NOTES & BONDS | ||||||||
| (Cost $132,232,073) | 132,472,417 | |||||||
| TOTAL BONDS & DEBENTURES | ||||||||
| (Cost $1,061,994,131) | 1,061,611,774 | |||||||
| Number of Shares | ||||||||
| COMMON STOCKS — 0.2% | ||||||||
| REAL ESTATE SERVICES — 0.1% | ||||||||
| 58,520 | Copper Property CTL Pass Through Trust(d) | 533,117 | ||||||
| SOFTWARE — 0.0% | ||||||||
| 11,258 | Windstream Holdings, Inc.(e) | 146,354 | ||||||
| TRANSPORTATION & LOGISTICS — 0.1% | ||||||||
| 75,292 | PHI Group, Inc.(d),(e) | 1,505,840 | ||||||
| TOTAL COMMON STOCKS | ||||||||
| (Cost $1,928,416) | 2,185,311 | |||||||
| SHORT-TERM INVESTMENTS — 7.1% | ||||||||
| MONEY MARKET INVESTMENTS — 1.1% | ||||||||
| 12,405,456 | Morgan Stanley Institutional Liquidity Treasury Portfolio - Institutional Class, 5.06%(k) | 12,405,456 | ||||||
15
FPA Flexible Fixed Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of June 30, 2024 (Unaudited)
| Principal Amount | Value | |||||||
| TREASURY BILLS — 6.0% | ||||||||
| $ | 69,562,000 | U.S. Treasury Bill, 1.76%, 7/2/2024(l) | $ | 69,551,972 | ||||
| TOTAL SHORT-TERM INVESTMENTS | ||||||||
| (Cost $81,957,428) | 81,957,428 | |||||||
| TOTAL INVESTMENTS — 99.7% | ||||||||
| (Cost $1,145,879,975) | 1,145,754,513 | |||||||
| Other Assets in Excess of Liabilities — 0.3% | 3,417,409 | |||||||
| TOTAL NET ASSETS — 100.0% | $ | 1,149,171,922 | ||||||
BDC – Business Development Company
IO – Interest Only
LLC – Limited Liability Company
LP – Limited Partnership
PLC – Public Limited Company
US – United States
| * | Non-income producing security. |
| (a) | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted and may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $475,895,577, which represents 41.41% of Net Assets. |
| (b) | Variable or floating rate security. |
| (c) | Bank loans generally pay interest at rates which are periodically determined by reference to a base lending rate plus a premium. All loans carry a variable rate of interest. These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the London Interbank Offered Rate (“LIBOR”), (iii) the Certificate of Deposit rate, or (iv) Secured Overnight Financing Rate (“SOFR”). Bank Loans, while exempt from registration, under the Securities Act of 1933, contain certain restrictions on resale and cannot be sold publicly. Floating rate bank loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. |
| (d) | Restricted securities. These restricted securities constituted 2.74% of total net assets at June 30, 2024, most of which are considered liquid by the Adviser. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under policies adopted by authority of the Fund’s Board of Trustees. |
| (e) | The value of these securities was determined using significant unobservable inputs and is reported as Level 3 securities in the Fair Value Hierarchy. |
| (f) | Security is in default. |
| (g) | As of June 30, 2024, the Fund had entered into commitments to fund various delayed draw debt-related investments. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing those investments and there can be no assurance that such conditions will be satisfied. See Note 8 of the Notes to Financial Statements for further information on these commitments and contingencies. |
| (h) | All or a portion of the loan is unfunded. |
| (i) | Payment-in-kind interest is generally paid by issuing additional par/shares of the security rather than paying cash. |
| (j) | Step rate security. |
| (k) | The rate is the annualized seven-day yield at period end. |
| (l) | Treasury bill discount rate. |
See accompanying Notes to Financial Statements.
16
FPA Flexible Fixed Income Fund
STATEMENT OF ASSETS AND LIABILITIES
As of June 30, 2024 (Unaudited)
| Assets: | ||||
| Investments, at value (cost $1,145,879,975) | $ | 1,145,754,513 | ||
| Cash | 2,647 | |||
| Receivables: | ||||
| Investment securities sold | 1,528,439 | |||
| Fund shares sold | 505,096 | |||
| Dividends and interest | 7,472,793 | |||
| Due from Advisor | 55,463 | |||
| Prepaid expenses | 17,338 | |||
| Total assets | 1,155,336,289 | |||
| Liabilities: | ||||
| Payables: | ||||
| Investment securities purchased | 4,270,812 | |||
| Fund shares redeemed | 1,292,144 | |||
| Advisory fees | 472,628 | |||
| Shareholder servicing fees (Note 6) | 62,867 | |||
| Fund services fees | 43,095 | |||
| Legal fees | 6,996 | |||
| Auditing fees | 5,196 | |||
| Trustees’ deferred compensation (Note 3) | 2,131 | |||
| Trustees’ fees and expenses | 1,968 | |||
| Chief Compliance Officer fees | 1,627 | |||
| Accrued other expenses | 4,903 | |||
| Total liabilities | 6,164,367 | |||
| Commitments and contingencies (Notes 3 and 8) | ||||
| Net Assets | $ | 1,149,171,922 | ||
| Components of Net Assets: | ||||
| Capital Stock (no par value with an unlimited number of shares authorized) | $ | 1,157,709,133 | ||
| Total distributable earnings (accumulated deficit) | (8,537,211 | ) | ||
| Net Assets | $ | 1,149,171,922 | ||
| Maximum Offering Price per Share: | ||||
| Institutional Class Shares: | ||||
| Net assets applicable to shares outstanding | $ | 1,090,380,700 | ||
| Shares of beneficial interest issued and outstanding | 108,465,869 | |||
| Redemption price per share | $ | 10.05 | ||
| Advisor Class Shares: | ||||
| Net assets applicable to shares outstanding | $ | 58,791,222 | ||
| Shares of beneficial interest issued and outstanding | 5,849,034 | |||
| Redemption price per share | $ | 10.05 | ||
See accompanying Notes to Financial Statements.
17
FPA Flexible Fixed Income Fund
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2024 (Unaudited)
| Investment income: | ||||
| Interest | $ | 30,534,220 | ||
| Dividends | 51,121 | |||
| Total investment income | 30,585,341 | |||
| Expenses: | ||||
| Advisory fees | 2,671,358 | |||
| Shareholder servicing fees - Institutional Class (Note 6) | 301,630 | |||
| Shareholder servicing fees - Advisor Class (Note 6) | 30,424 | |||
| Fund services fees | 177,288 | |||
| Registration fees | 28,637 | |||
| Insurance fees | 17,900 | |||
| Trustees’ fees and expenses | 17,820 | |||
| Shareholder reporting fees | 16,491 | |||
| Auditing fees | 6,132 | |||
| Legal fees | 3,116 | |||
| Chief Compliance Officer fees | 2,518 | |||
| Miscellaneous | 1,061 | |||
| Total expenses | 3,274,375 | |||
| Advisory fees waived | (314,599 | ) | ||
| Net expenses | 2,959,776 | |||
| Net investment income (loss) | 27,625,565 | |||
| Realized and Unrealized Gain (Loss): | ||||
| Net realized gain (loss) on: | ||||
| Investments | (2,666,718 | ) | ||
| Total realized gain (loss) | (2,666,718 | ) | ||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | 1,088,714 | |||
| Net change in unrealized appreciation (depreciation) | 1,088,714 | |||
| Net realized and unrealized gain (loss) | (1,578,004 | ) | ||
| Net Increase (Decrease) in Net Assets from Operations | $ | 26,047,561 | ||
See accompanying Notes to Financial Statements.
18
FPA Flexible Fixed Income Fund
STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended June 30, 2024 (Unaudited) | For the Year Ended December 31, 2023 | |||||||
| Increase (Decrease) in Net Assets from: | ||||||||
| Operations: | ||||||||
| Net investment income (loss) | $ | 27,625,565 | $ | 41,171,837 | ||||
| Total realized gain (loss) on investments | (2,666,718 | ) | (7,223,180 | ) | ||||
| Net change in unrealized appreciation (depreciation) on investments | 1,088,714 | 36,963,828 | ||||||
| Net increase (decrease) in net assets resulting from operations | 26,047,561 | 70,912,485 | ||||||
| Distributions to Shareholders: | ||||||||
| Distributions: | ||||||||
| Institutional Class | (23,226,836 | ) | (38,390,291 | ) | ||||
| Advisor Class | (1,273,461 | ) | (1,690,759 | ) | ||||
| Total distributions to shareholders | (24,500,297 | ) | (40,081,050 | ) | ||||
| Capital Transactions: | ||||||||
| Net proceeds from shares sold: | ||||||||
| Institutional Class | 267,495,283 | 412,773,234 | ||||||
| Advisor Class | 16,345,492 | 60,510,395 | ||||||
| Reinvestment of distributions: | ||||||||
| Institutional Class | 19,178,983 | 31,521,691 | ||||||
| Advisor Class | 451,490 | 498,920 | ||||||
| Cost of shares redeemed: | ||||||||
| Institutional Class | (106,608,766 | ) | (249,382,045 | ) | ||||
| Advisor Class | (6,982,771 | ) | (14,406,012 | ) | ||||
| Net increase (decrease) in net assets from capital transactions | 189,879,711 | 241,516,183 | ||||||
| Total increase (decrease) in net assets | 191,426,975 | 272,347,618 | ||||||
| Net Assets: | ||||||||
| Beginning of period | 957,744,947 | 685,397,329 | ||||||
| End of period | $ | 1,149,171,922 | $ | 957,744,947 | ||||
| Capital Share Transactions: | ||||||||
| Shares sold: | ||||||||
| Institutional Class | 26,637,837 | 42,016,261 | ||||||
| Advisor Class | 1,628,488 | 6,177,559 | ||||||
| Shares reinvested: | ||||||||
| Institutional Class | 1,918,093 | 3,216,171 | ||||||
| Advisor Class | 45,156 | 50,873 | ||||||
| Shares redeemed: | ||||||||
| Institutional Class | (10,627,401 | ) | (25,424,911 | ) | ||||
| Advisor Class | (697,618 | ) | (1,467,314 | ) | ||||
| Net increase (decrease) in capital share transactions | 18,904,555 | 24,568,639 | ||||||
See accompanying Notes to Financial Statements.
19
FPA Flexible Fixed Income Fund
FINANCIAL HIGHLIGHTS
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.
| For the Six Months Ended June 30, 2024 | For the Year Ended December 31, | |||||||||||||||||||||||
(Unaudited) | 2023 | 20221 | 20211 | 20201 | 20191 | |||||||||||||||||||
| Net asset value, beginning of period | $ | 10.04 | $ | 9.68 | $ | 10.24 | $ | 10.29 | $ | 10.13 | $ | 10.00 | ||||||||||||
| Income from Investment Operations: | ||||||||||||||||||||||||
| Net investment income (loss)2 | 0.26 | 0.50 | 0.29 | 0.20 | 0.27 | 0.28 | ||||||||||||||||||
| Net realized and unrealized gain (loss) | (0.02 | ) | 0.34 | (0.57 | ) | (0.02 | ) | 0.20 | 0.10 | |||||||||||||||
| Total from investment operations | 0.24 | 0.84 | (0.28 | ) | 0.18 | 0.47 | 0.38 | |||||||||||||||||
| Less Distributions: | ||||||||||||||||||||||||
| From net investment income | (0.23 | ) | (0.48 | ) | (0.28 | ) | (0.20 | ) | (0.27 | ) | (0.25 | ) | ||||||||||||
| From net realized gain | - | - | - | (0.03 | ) | (0.04 | ) | - | ||||||||||||||||
| Total distributions | (0.23 | ) | (0.48 | ) | (0.28 | ) | (0.23 | ) | (0.31 | ) | (0.25 | ) | ||||||||||||
| Net asset value, end of period | $ | 10.05 | $ | 10.04 | $ | 9.68 | $ | 10.24 | $ | 10.29 | $ | 10.13 | ||||||||||||
| Total return3 | 2.39 | %4 | 9.02 | % | (2.82 | )% | 1.77 | % | 4.70 | % | 3.78 | % | ||||||||||||
| Ratios and Supplemental Data: | ||||||||||||||||||||||||
| Net assets, end of period (in thousands) | $ | 1,090,381 | $ | 908,830 | $ | 684,315 | $ | 666,786 | $ | 332,377 | $ | 140,089 | ||||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed | 0.61 | %5 | 0.63 | % | 0.67 | % | 0.71 | % | 0.77 | % | 1.01 | % | ||||||||||||
| After fees waived and expenses absorbed | 0.55 | %5,6 | 0.54 | %7 | 0.51 | % | 0.49 | % | 0.39 | % | 0.39 | % | ||||||||||||
| Ratio of net investment income (loss) to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed | 5.11 | %5 | 4.97 | % | 2.75 | % | 1.69 | % | 2.25 | % | 2.11 | % | ||||||||||||
| After fees waived and expenses absorbed | 5.17 | %5 | 5.06 | % | 2.91 | % | 1.91 | % | 2.63 | % | 2.74 | % | ||||||||||||
| Portfolio turnover rate | 25 | %4 | 55 | % | 31 | % | 35 | % | 39 | % | 30 | % | ||||||||||||
| 1 | Audits performed for the fiscal years indicated by the Fund’s previous auditor, Ernst & Young LLP. |
| 2 | Based on average shares outstanding for the period. |
| 3 | Return is based on net asset value per share, adjusted for reinvestment of distributions, and does not reflect deduction of the sales charge. |
| 4 | Not annualized. |
| 5 | Annualized. |
| 6 | Effective May 1, 2024, the Adviser contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 0.554% of the average daily net assets. Prior to May 1, 2024, the limit of the annual operating expenses was 0.55%. |
| 7 | Effective May 1, 2023, the Adviser contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 0.55% of the average daily net assets. Prior to May 1, 2023, the limit of the annual operating expenses was 0.52%. |
See accompanying Notes to Financial Statements.
20
FPA Flexible Fixed Income Fund
FINANCIAL HIGHLIGHTS
Advisor Class
Per share operating performance.
For a capital share outstanding throughout each period.
| For the Six Months Ended June 30, 2024 | For the Year Ended December 31, | For the Period Ended December 31, | ||||||||||||||
(Unaudited) | 2023 | 20221 | 20211,2 | |||||||||||||
| Net asset value, beginning of period | $ | 10.04 | $ | 9.68 | $ | 10.24 | $ | 10.32 | ||||||||
| Income from Investment Operations: | ||||||||||||||||
| Net investment income (loss) 3 | 0.26 | 0.49 | 0.34 | 0.13 | ||||||||||||
| Net realized and unrealized gain (loss) | (0.02 | ) | 0.34 | (0.63 | ) | (0.05 | ) | |||||||||
| Total from investment operations | 0.24 | 0.83 | (0.29 | ) | 0.08 | |||||||||||
| Less Distributions: | ||||||||||||||||
| From net investment income | (0.23 | ) | (0.47 | ) | (0.27 | ) | (0.13 | ) | ||||||||
| From net realized gain | - | - | - | (0.03 | ) | |||||||||||
| Total distributions | (0.23 | ) | (0.47 | ) | (0.27 | ) | (0.16 | ) | ||||||||
| Net asset value, end of period | $ | 10.05 | $ | 10.04 | $ | 9.68 | $ | 10.24 | ||||||||
| Total return4 | 2.37 | %5 | 8.86 | % | (2.79 | )% | 0.85 | % | ||||||||
| Ratios and Supplemental Data: | ||||||||||||||||
| Net assets, end of period (in thousands) | $ | 58,791 | $ | 48,915 | $ | 1,083 | $ | 32 | ||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||
| Before fees waived and expenses absorbed | 0.66 | %6 | 0.68 | % | 0.70 | % | 3.06 | %6 | ||||||||
| After fees waived and expenses absorbed | 0.60 | %6,7 | 0.59 | %8 | 0.56 | % | 0.59 | %6 | ||||||||
| Ratio of net investment income to average net assets: | ||||||||||||||||
| Before fees waived and expenses absorbed | 5.06 | %6 | 4.93 | % | 3.32 | % | (0.69 | )%6 | ||||||||
| After fees waived and expenses absorbed | 5.12 | %6 | 5.02 | % | 3.45 | % | 1.79 | %6 | ||||||||
| Portfolio turnover rate | 25 | %5 | 55 | % | 31 | % | 35 | %6 | ||||||||
| 1 | Audits performed for the fiscal years indicated by the Fund’s previous auditor, Ernst & Young LLP. |
| 2 | The Advisor Class commenced operations on April 16, 2021. The data shown reflects operations for the period April 16, 2021 to December 31, 2021. |
| 3 | Based on average shares outstanding for the period. |
| 4 | Return is based on net asset value per share, adjusted for reinvestment of distributions, and does not reflect deduction of the sales charge. |
| 5 | Not annualized. |
| 6 | Annualized. |
| 7 | Effective May 1, 2024, the Adviser contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 0.604% of the average daily net assets. Prior to May 1, 2024, the limit of the annual operating expenses was 0.60%. |
| 8 | Effective May 1, 2023, the Adviser contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 0.60% of the average daily net assets. Prior to May 1, 2023, the limit of the annual operating expenses was 0.57%. |
See accompanying Notes to Financial Statements.
21
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS
June 30, 2024 (Unaudited)
Note 1 – Organization
FPA Flexible Fixed Income Fund (the “Fund”), is a diversified series of Investment Managers Series Trust III (the “Trust”) which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is to seek long-term total return, which includes income and capital appreciation, while considering capital preservation. First Pacific Advisors, LP (the “Adviser”) has served as the Fund’s investment adviser since December 31, 2018.
The 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”.
Note 2 – Accounting Policies
The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.
(a) Valuation of Investments
The Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale). The Board of Trustees has designated the Adviser as the Fund’s valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Adviser has adopted and implemented policies and procedures to be followed when the Fund must utilize fair value pricing.
(b) Investment Transactions, Investment Income and Expenses
Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Premiums for callable debt securities are amortized to the earliest call date if the call price was less than the purchase price. If the call price was not at par and the security was not called, the security is amortized to the next call price and date. Income and expenses of the Fund are allocated on a pro rata basis to each class of shares relative net assets, except for distribution and service fees which are unique to each class of shares relative net assets. Expenses incurred by the Trust with respect to more than one fund are allocated in proportion to the net assets of each fund except where allocation of direct expenses to each fund or an alternative allocation method can be more appropriately made.
22
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
(c) Mortgage-Backed Securities
The Fund may invest in mortgage-backed securities (“MBS”), representing direct or indirect interests in pools of underlying residential or commercial mortgage loans that are secured by real property. These securities provide investors with payments consisting of both principal and interest as the mortgages in the underlying mortgage pools are paid.
The timely payment of principal and interest (but not the market value) on MBS issued or guaranteed by Ginnie Mae (formally known as the Government National Mortgage Association or GNMA) is backed by Ginnie Mae and the full faith and credit of the US government. Obligations issued by Fannie Mae (formally known as the Federal National Mortgage Association or FNMA) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation or FHLMC) are historically supported only by the credit of the issuer, but currently are guaranteed by the US government in connection with such agencies being placed temporarily into conservatorship by the US government. Some MBS are sponsored or issued by private entities. Payments of principal and interest (but not the market value) of such private MBS may be supported by pools of residential or commercial mortgage loans or other MBS that are guaranteed, directly or indirectly, by the US government or one of its agencies or instrumentalities, or they may be issued without any government guarantee of the underlying mortgage assets but may contain some form of non-government credit enhancement.
Collateralized mortgage obligations (“CMO”) are a type of MBS. A CMO is a debt security that may be collateralized by whole mortgage loans or mortgage pass-through securities. The mortgage loans or mortgage pass-through securities are divided into classes or tranches with each class having its own characteristics. Investors typically receive payments out of the interest and principal on the underlying mortgages. The portions of these payments that investors receive, as well as the priority of their rights to receive payments, are determined by the specific terms of the CMO class.
The yield characteristics of MBS differ from those of traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other obligations generally may be prepaid at any time. Prepayments on a pool of mortgage loans are influenced by a variety of economic, geographic, social and other factors. Generally, prepayments on fixed-rate mortgage loans will increase during a period of falling interest rates and decrease during a period of rising interest rates. Certain classes of CMOs and other MBS are structured in a manner that makes them extremely sensitive to changes in prepayment rates.
(d) Asset-Backed Securities
Asset-backed securities include pools of mortgages, loans, receivables or other assets. Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities, and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. The value of asset-backed securities may also be affected by the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the financial institution(s) providing the credit support. In addition, asset-backed securities are not backed by any governmental agency.
23
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
Collateralized Debt Obligations (“CDOs”) include Collateralized Bond Obligations (“CBOs”), Collateralized Loan Obligations (“CLOs”) and other similarly structured securities. CBOs and CLOs are types of asset backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests. CDOs carry additional risks including, but not limited to, (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments, (ii) the collateral may decline in value or default, (iii) a Fund may invest in CDOs that are subordinate to other classes, and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
(e) Stripped Mortgage-Backed Interest Only (“I/O”) and Principal Only (“P/O”) Securities
Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. In certain cases, one class will receive all of the interest payments on the underlying mortgages (the I/O class), while the other class will receive all of the principal payments (the P/O class). The Fund currently has investments in I/O securities. The yield to maturity on I/Os is sensitive to the rate of principal repayments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield-to-maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may not fully recoup its initial investment in I/Os.
(f) Credit Risk
Debt securities are subject to credit risk, meaning that the issuer of the debt security may default or fail to make timely payments of principal or interest. The values of any of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating. The lower rated debt securities in which the Fund may invest are considered speculative and are generally subject to greater volatility and risk of loss than investment grade securities, particularly in deteriorating economic conditions. The Fund invests a significant portion of its assets in securities of issuers that hold mortgage-and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain securities held by the Fund.
(g) Currency Translation
Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at year-end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.
24
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
(h) Illiquid Securities
Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Adviser, at any time determines that the value of illiquid securities held by the Fund exceeds 15% of its net asset value, the Adviser will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Fund’s written LRMP.
(i) Use of Estimates
The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
(j) Federal Income Taxes
The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized gains to their shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.
Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.
The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund’s current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of June 30, 2024, and during the prior three open tax years, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
(k) Distributions to Shareholders
The Fund will make distributions of net investment income monthly and net capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.
25
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement and tax purposes.
Note 3 – Investment Advisory and Other Agreements
The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the “Agreement”) with the Adviser. Under the terms of the Agreement, the Fund pays a monthly investment advisory fee to the Adviser at the annual rate of 0.50% of the Fund’s average daily net assets. Effective May 1, 2024, the Adviser has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding interest, taxes, brokerage fees and commissions payable by the Fund in connection with the purchase or sale of portfolio securities, redemption liquidity service expenses, and extraordinary expenses, including litigation expenses not incurred in the Fund’s ordinary course of business) do not exceed 0.604% and 0.554% of the Fund’s average daily net assets or the one-year period ending April 30, 2025. Prior to May 1, 2024, the limit of the annual operating expenses were 0.60% and 0.55% for the Advisor Class and Institutional Class, respectively.
For the six months ended June 30, 2024, the Adviser waived a portion of its advisory fees totaling $ 314,599 for the Fund. Beginning May 1, 2024, any expenses reimbursed to the Fund by the Adviser during any of the previous 36 months may be recouped by the Adviser, provided the Fund’s Total Annual Fund Operating Expenses do not exceed 0.64% of the average net assets of the Fund attributable to the Institutional Class and 0.74% of the average net assets of the Fund attributable to the Advisor Class for any subsequent calendar year, regardless of whether there is a then-effective higher expense limit. This agreement may only be terminated earlier by the Fund’s Board of Trustees or upon termination of the Advisory Agreement. The potential recoverable amount is noted as “Commitments and contingencies” as reported on the Statement of Assets and Liabilities. The Adviser may recapture all or a portion of this amount no later than dates stated below:
| December 31, 2024 | $ | 1,079,162 | ||
| December 31, 2025 | 1,171,116 | |||
| December 31, 2026 | 774,947 | |||
| December 31, 2027 | 314,599 | |||
| Total | $ | 3,339,824 |
UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Fund’s other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian. The Fund’s allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the six months ended June 30, 2024, were $177,288. Such fees are reported as fund services fees on the Statement of Operations.
UMB Distribution Services, LLC (“UMB Distribution Services”), a wholly owned subsidiary of UMBFS, serves as the Fund’s distributor (the “Distributor”). The Distributor does not receive compensation from the Fund for its distribution services; The Adviser pays the Distributor a fee for its distribution-related services.
Certain trustees and officers of the Trust are employees of UMBFS, MFAC or the Adviser. The Fund does not compensate trustees and officers affiliated with the Fund’s Adviser or co-administrators. For the six months ended June 30, 2024, the Fund’s allocated fees incurred to Trustees of the Trust who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (collectively, the “Independent Trustees”) were $17,820. The inclusion of such fees are reported on the Statement of Operations.
26
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
The Fund’s Board of Trustees has adopted a Deferred Compensation Plan (the “Plan”) for the Independent Trustees that enables Trustees to elect to receive payment in cash or the option to defer some or all of their fees. If a trustee elects to defer payment, the Plan provides for the creation of a deferred payment account. A Trustee’s deferred fees are deemed to be invested in designated mutual funds available under the Plan. The Fund’s liability for these amounts is adjusted for market value changes in the invested fund and remains a liability to the Fund until distributed in accordance with the Plan. The Trustees Deferred compensation liability under the Plan constitutes a general unsecured obligation of the Fund and is disclosed in the Statement of Assets and Liabilities. Contributions made under the plan and the change in unrealized appreciation/depreciation and income are included in the Trustees’ fees and expenses in the Statement of Operations.
Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Fund’s allocated fees incurred for CCO services for the six months ended June 30, 2024, were $2,518. Such fees are reported on the Statement of Operations.
Note 4 – Federal Income Taxes
At June 30, 2024, gross unrealized appreciation/(depreciation) of investments, based on cost for federal income tax purposes were as follows:
| Cost of investments | $ | 1,145,880,638 | ||
| Gross unrealized appreciation | $ | 11,910,217 | ||
| Gross unrealized depreciation | (12,036,342 | ) | ||
| Net unrealized appreciation/(depreciation) | $ | (126,125 | ) |
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
Note 5 – Investment Transactions
For the six months ended June 30, 2024, purchases and sales of investments, excluding short-term investments, were $417,077,999 and $249,071,581, respectively.
Note 6 – Shareholder Servicing Plan
On April 16, 2024, the Board of Trustees (the “Board”) approved a Shareholder Service Plan. Pursuant to the Shareholder Service Plan adopted by the Board, on behalf of the Fund, the Fund may pay a fee at an annual rate of up to 0.10% and 0.15% of its average daily net assets attributable to Institutional Class and Advisor Class shares of the Fund, respectively. The adoption of the Shareholder Service Plan does not constitute a change to the current fees being paid by Fund shareholders. The Fund does not pay these service fees on shares purchased directly. In addition, the Adviser may, at its own expense, pay financial representatives and/or shareholder servicing agents for these services. Such fees are reported on the Statement of Operations.
Note 7 – Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.
27
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
Note 8 – Commitments and Contingencies
The Fund may enter into unfunded loan commitments. Unfunded loan commitments may be partially or wholly unfunded. During the contractual period, the Fund is obliged to provide funding to the borrower upon demand. Unfunded loan commitments are fair valued in accordance with the valuation policy described in Note 2(a) and unrealized appreciation or depreciation, if any, is recorded on the Statement of Assets and Liabilities. As of June 30, 2024, the total unfunded amount was 0.05% of the Fund’s net assets.
As of June 30, 204, the Fund had the following unfunded loan commitments outstanding:
| Loan | Principal | Cost | Value | Unrealized Appreciation/ (Depreciation) | Unfunded Commitment | |||||||||||||||
| Lealand Finance Super Senior Exit LC | $ | 405,491 | $ | (847 | ) | $ | (141,922 | ) | $ | (141,075 | ) | $ | 405,491 | |||||||
| McDermott Tanks Secured LC | $ | 218,452 | $ | (493 | ) | $ | (21,845 | ) | $ | (21,352 | ) | 218,452 | ||||||||
Note 9 – Fair Value Measurements and Disclosure
Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.
Under Fair Value Measurements and Disclosures, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized into three broad Levels as described below:
| · | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
| · | Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
| · | Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
28
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
The inputs used to measure fair value may fall into different Levels of the fair value hierarchy. In such cases, for disclosure purposes, the Level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest Level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of June 30, 2024, in valuing the Fund’s assets carried at fair value:
| Investments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Asset-Backed Securities | ||||||||||||||||
| Auto | $ | - | $ | 67,092,794 | $ | - | $ | 67,092,794 | ||||||||
| Collateralized Loan Obligation | - | 86,781,452 | - | 86,781,452 | ||||||||||||
| Credit Card | - | 28,998,397 | - | 28,998,397 | ||||||||||||
| Equipment | - | 118,858,690 | - | 118,858,690 | ||||||||||||
| Other | - | 115,268,791 | - | 115,268,791 | ||||||||||||
| Commercial Mortgage-Backed Securities | ||||||||||||||||
| Agency | - | 124,262,613 | - | 124,262,613 | ||||||||||||
| Agency Stripped | - | 875,433 | - | 875,433 | ||||||||||||
| Non-Agency | - | 66,692,587 | - | 66,692,587 | ||||||||||||
| Convertible Bonds | - | 3,016,093 | - | 3,016,093 | ||||||||||||
| Corporate Bank Debt | - | 12,941,072 | 1,593,023 | 14,534,095 | ||||||||||||
| Corporate Bonds | ||||||||||||||||
| Communications | - | 9,806,944 | - | 9,806,944 | ||||||||||||
| Consumer Discretionary | - | 12,851,769 | - | 12,851,769 | ||||||||||||
| Financials | - | 36,648,192 | 5,201,000 | 41,849,192 | ||||||||||||
| Health Care | - | 4,681,039 | - | 4,681,039 | ||||||||||||
| Technology | - | - | 5,000,000 | 5,000,000 | ||||||||||||
| Residential Mortgage-Backed Securities | ||||||||||||||||
| Agency Collateralized Mortgage Obligation | - | 191,690 | - | 191,690 | ||||||||||||
| Agency Pool Adjustable Rate | - | 19,281,542 | - | 19,281,542 | ||||||||||||
| Agency Pool Fixed Rate | - | 142,554,101 | - | 142,554,101 | ||||||||||||
| Agency Stripped | - | 55,999 | - | 55,999 | ||||||||||||
| Non-Agency Collateralized Mortgage Obligation | - | 66,486,136 | - | 66,486,136 | ||||||||||||
| U.S. Treasury Notes & Bonds | - | 132,472,417 | - | 132,472,417 | ||||||||||||
| Common Stocks | ||||||||||||||||
| Real Estate Services | - | 533,117 | - | 533,117 | ||||||||||||
| Software | - | - | 146,354 | 146,354 | ||||||||||||
| Transportation & Logistics | - | - | 1,505,840 | 1,505,840 | ||||||||||||
| Short-Term Investments | 12,405,456 | 69,551,972 | - | 81,957,428 | ||||||||||||
| $ | 12,405,456 | $ | 1,119,902,840 | $ | 13,446,217 | $ | 1,145,754,513 | |||||||||
29
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:
| Investments | Beginning value December 31, 2023 | Transfers In/(out) of Level 3 during the period | Total Realized gain/loss | Total Change in unrealized appreciation/ depreciation | Amortization of Discount (Amortization of Premium) | Net Purchases | Net Sales | Ending Value at June 30, 2024 | ||||||||||||||||||||||||
| Asset-Backed Securities | $ | 1,465,714 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | (1,465,714 | ) | $ | - | |||||||||||||||
| Common Stocks | 1,612,791 | - | - | 39,403 | - | - | - | 1,652,194 | ||||||||||||||||||||||||
| Corporate Bank Debt | 1,598,534 | 47 | 51 | 3,846 | 110 | - | (9,565 | ) | 1,593,023 | |||||||||||||||||||||||
| Corporate Bonds | 11,184,915 | (2,557,887 | ) | - | 16,972 | - | 1,557,000 | - | 10,201,000 | |||||||||||||||||||||||
| $ | 15,861,954 | $ | (2,557,840 | ) | $ | 51 | $ | 60,221 | $ | 110 | $ | 1,557,000 | $ | (1,475,279 | ) | $ | 13,446,217 | |||||||||||||||
Transfers of investments between different levels of the fair value hierarchy are recorded at fair value as of the end of the reporting period. There were transfers of $47 out of Level 2 into Level 3. Transfers out of Level 3 were due to change in valuation technique from recent trade activity to vendor priced. Transfers into Level 3 were due to change in valuation technique from vendor priced to a pricing model based on last executed trade.
The following table presents additional quantitative information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2024.
| Financial Assets | Fair Value at June 30, 2024 | Valuation Technique(s) | Unobservable Inputs | Price/ Range | Weighted Average Price | Impact to Valuation From an Increase in Input(a) | ||||||||||||
| Common Stocks | $ | 1,505,840 | Pricing Model (b) | Last Reported Trade | $ 20.00 | $ | 20.00 | Increase | ||||||||||
| 146,354 | Pricing Model (c) | Quotes/Prices | $ 13.00 | $ | 13.00 | Increase | ||||||||||||
| Corporate Bank Debt | 1,756,743 | Third-Party Broker Quote (d) | Quotes/Prices | $ 95.12 | $ | 95.12 | Increase | |||||||||||
| 47 | Pricing Model (e) | Corporate Action | 0.01 | 0.01 | Increase | |||||||||||||
| (163,767 | ) | Pricing Model (c) | Quotes/Prices | $90.00 - $52.00 | $ | 57.07 | Increase | |||||||||||
| Corporate Bonds & Notes | 10,201,000 | Pricing Model (f) | Cost | $ 100.00 | $ | 100.00 | Decrease | |||||||||||
30
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
| (a) | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. |
| (b) | The Pricing Model technique for Level 3 securities involves the last reported trade in the security. |
| (c) | The Pricing Model technique for Level 3 securities involves recently quoted funding prices of the security. |
| (d) | The Third Party Broker Quote technique involves obtaining an independent third-party broker quote for the security. |
| (e) | The Pricing Model technique for Level 3 securities involves the potential of likelihood of future bankruptcy distributions. |
| (f) | The fair value of the investment is based on the initial purchase price or more recent capital activity. If the financial condition of the underlying assets were to deteriorate, or if the market comparables were to fall, the value of the investment could be lower. |
Note 10 – Restricted Securities
Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with the Fund’s investment objective and investment strategies. Investments in restricted securities are valued at net asset value as a practical expedient for fair value, or fair value as determined in good faith in accordance with procedures adopted by the Board. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material.
As of June 30, 2024, the Fund invested in the following restricted securities:
| Restricted Security | Initial Acquisition Date | Cost | Fair Value | Fair Value as a % of Net Assets | ||||||||||
| Apollo Debt Solutions BDC Senior Notes, 8.620%, 9/28/2028 | 8/10/2023 | $ | 3,644,000 | $ | 3,644,000 | 0.32 | % | |||||||
| Axiom Global, Inc., 10.194% (1-Month USD Libor+475basis points), 10/01/2026 | 11/18/2021 | 3,003,287 | 2,925,640 | 0.25 | % | |||||||||
| Capstone Acquisition Holdings, Inc. 2020 Delayed Draw Term Loan, 10.193% (1-Month Term SOFR +485 basis points),11/12/2027 | 11/12/2020 | 89,211 | 85,125 | 0.01 | % | |||||||||
| Capstone Acquisition Holdings, Inc. 2020 Term Loan, 10.193% (1-Month Term SOFR +485 basis points), 11/12/2027 | 11/12/2020 | 1,747,719 | 1,671,618 | 0.14 | % | |||||||||
| Copper Property CTL Pass Through Trust, 0.315% | 1/17/2019 | 939,850 | 533,117 | 0.05 | % | |||||||||
| Farfetch U.S. Holdings, Inc.11.575%, (3-Month Term SOFR +625 basis points), 10/20/2027 | 9/28/2022 | 2,778,233 | 2,775,766 | 0.24 | % | |||||||||
| Frontier Communications Holdings LLC, 9.207% (1-Month Term SOFR +375 basis points), 10/08/2027 | 10/1/2020 | 1,082,790 | 1,087,647 | 0.09 | % | |||||||||
| Heartland Dental LLC/Heartland Dental Finance Corp., 10.331% (1-Month Term SOFR +500 basis points), 4/30/2028 | 5/5/2023 | 4,364,574 | 4,681,039 | 0.41 | % | |||||||||
| Hlend Senior Notes, 8.170%, 3/15/2028 | 2/16/2023 | 5,000,000 | 5,000,000 | 0.43 | % | |||||||||
| JC Penney Corp., Inc., 5.568% (3-Month USD Libor +425 basis points), 6/23/2025 | 2/3/2021 | - | 47 | 0.00 | % | |||||||||
| Lealand Finance Company B.V. Senior Exit LC, 5.250%, 6/30/2027 | 2/28/2020 | (847 | ) | (141,922 | ) | -0.01 | % | |||||||
| McDermott Tanks Secured LC, 10.406%, 12/31/2026 | 2/28/2020 | (493 | ) | (21,845 | ) | 0.00 | % | |||||||
| McDermott Technology Americas, Inc., 9.457% (1-Month Term SOFR +400 basis points), 12/31/2027 | 3/25/2024 | 5,353 | 5,717 | 0.00 | % | |||||||||
| OCREDIT BDC Senior Notes, 7.770%, 3/07/2029 | 2/22/2024 | 1,557,000 | 1,557,000 | 0.14 | % | |||||||||
| PHI Group, Inc., 2.470% | 8/19/2019 | 615,785 | 1,505,840 | 0.13 | % | |||||||||
| Polaris Newco, LLC Term Loan B, 9.343% (1-Month Term SOFR +400 basis points), 6/05/2028 | 6/3/2021 | 2,619,546 | 2,632,128 | 0.23 | % | |||||||||
| WH Borrower LLC, Term Loan B, 10.817% (1-Month Term SOFR +550 basis points), 2/16/2027 | 2/9/2022 | 2,607,006 | 2,706,931 | 0.24 | % | |||||||||
| Windstream Services LLC, 11.694% (1-Month Term SOFR +625 basis points), 9/21/2027 | 8/11/2020 | 738,366 | 807,243 | 0.07 | % | |||||||||
| $ | 30,791,380 | $ | 31,455,091 | 2.74 | % | |||||||||
31
FPA Flexible Fixed Income Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2024 (Unaudited)
Note 11 – Market Disruption and Geopolitical Risks
Certain local, regional or global events such as war, acts of terrorism, the spread of infectious illness and/or other public health issues, financial institution instability or other events may have a significant impact on a security or instrument. These types of events and other like them are collectively referred to as “Market Disruptions and Geopolitical Risks” and they may have adverse impacts on the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Some of the impacts noted in recent times include but are not limited to embargos, political actions, supply chain disruptions, bank failures, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate impacted markets. The duration of these events could adversely affect the Funds’ performance, the performance of the securities in which the Funds invest and may lead to losses on your investment. The ultimate impact of “Market Disruptions and Geopolitical Risks” on the financial performance of the Funds’ investments is not reasonably estimable at this time. Management is actively monitoring these events.
Note 12 – New Accounting Pronouncements
Effective January 24, 2023, the SEC adopted rule and form amendments to require mutual funds and exchange-traded funds (ETFs) to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information deemed important for retail investors to assess and monitor their fund investments. Other information, including financial statements, will no longer appear in the funds’ streamlined shareholder reports but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has adopted procedures in accordance with the SEC’s rules and form amendments.
Note 13 – Events Subsequent to the Fiscal Period End
The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of the Fund’s financial statements.
There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.
32
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not Applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not Applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
This information is included in Item 7, as part of the financial statements.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
FPA Crescent Fund
Board Consideration of Investment Advisory Agreement (Unaudited)
At an in-person meeting held on April 16, 2024, the Board of Trustees (the “Board”) of Investment Managers Series Trust III (the “Trust”), including the trustees who are not “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), reviewed and unanimously approved the renewal of the investment advisory agreement (the “Advisory Agreement”) between the Trust and First Pacific Advisors, LP (the “Advisor”) with respect to the FPA Crescent Fund series of the Trust (the “Fund”) for an additional one-year period from when it otherwise would expire. In approving renewal of the Advisory Agreement, the Board, including the Independent Trustees, determined that such renewal was in the best interests of the Fund and its shareholders.
Background
In advance of the meeting, the Board received information about the Fund and the Advisory Agreement from the Advisor and from Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the Advisor’s organization and financial condition; information regarding the background, experience, and compensation structure of relevant personnel providing services to the Fund; information about the Advisor’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; information regarding the profitability of the Advisor’s overall relationship with the Fund; reports comparing the performance of the Fund with returns of the S&P 500 Index, the MSCI All Country World Index (the “MSCI Index”), a blended index consisting of 60% MSCI Index and 40% Bloomberg U.S. Aggregate Bond Index (the “60/40 Blended Index”), and a group of comparable funds (the “Peer Group”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”) from Morningstar, Inc.’s Moderately Aggressive Allocation category (the “Fund Universe”) for the one-, three-, five-, and ten-year periods ended December 31, 2023; and reports comparing the investment advisory fee and total expenses of the Fund with those of the Peer Group and Fund Universe. The Board also received a memorandum from legal counsel to the Trust and the Independent Trustees discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed renewal of the Advisory Agreement. In addition, the Board considered information reviewed by the Board during the year at other Board and Board committee meetings.
In renewing the Advisory Agreement, the Independent Trustees met separately in an executive session prior to the meeting with the Board to consider the Advisory Agreement, including the items discussed below, and were represented by their legal counsel with respect to the matters considered. The Board, including all of the Independent Trustees, then met and also considered a variety of factors for renewal of the Advisory Agreement, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.
Nature, Extent, and Quality of Services
With respect to the performance results of the Fund, the meeting materials indicated that the Fund’s annualized total return for the three-year period was above the Peer Group and Fund Universe median returns, the MSCI Index return and the 60/40 Blended Index return, but below the S&P 500 Index return by 2.05%. The Fund’s annualized total return for the five-year period was above the Peer Group and Fund Universe median returns and the 60/40 Blended Index return, but below the MSCI Index return and the S&P 500 Index return by 0.62% and 4.59%, respectively. For the one-year period, the Fund’s total return was above the Peer Group and Fund Universe median returns and the 60/40 Blended Index return, but below the MSCI Index return by 1.93% and the S&P 500 Index return by 6.02%. The Fund’s annualized total return for the ten-year period was above the Peer Group median return and the 60/40 Blended Index return, but below the Fund Universe median return, the MSCI Index return, and the S&P 500 Index return by 0.21%, 0.80%, and 4.90%, respectively. The Board observed that the Fund’s performance ranked it in the first quartile of the funds (which is the most favorable) in the Peer Group for the one-, three-, five- and ten-year periods. The Board also observed that the Fund’s risk-adjusted returns, as measured by its Sharpe ratio, and its risk-adjusted returns relative to the benchmark, as measured by its information ratio, ranked it in the first quartile of the funds (which is the most favorable) in the Peer Group and Fund Universe for the one-, three-, and five-year periods.
FPA Crescent Fund
Board Consideration of Investment Advisory Agreement (Unaudited) - Continued
The Board noted its familiarity with the Advisor and considered the overall quality of services provided by the Advisor to the Fund. In doing so, the Board considered the Advisor’s specific responsibilities in day-to-day management and oversight of the Fund, as well as the qualifications, experience, and responsibilities of the personnel involved in the activities of the Fund. The Board also considered the overall quality of the organization and operations of the Advisor, as well as its compliance structure. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by the Advisor to the Fund were satisfactory.
Advisory Fee and Expense Ratio
With respect to the advisory fee paid by the Fund, the meeting materials indicated that the annual investment advisory fee (gross of fee waivers) was above the Peer Group and Fund Universe medians by 0.205% and 0.317%, respectively. The Board considered the Advisor’s assertion that an appropriate peer group for the Fund likely does not exist, and that the Fund’s investment objective, broad opportunity set, and the related skills required to effectively execute on the Fund’s investment objective and opportunity set are far greater than most other funds in the Peer Group. The Board considered that the advisory fee paid by the Fund was in the range of fees charged by the Advisor to manage institutional accounts and hedge funds and to sub-advise other mutual funds with similar objectives and policies as the Fund, and the Board considered the Advisor’s discussion of the differences between the services provided by the Advisor to the Fund and those provided by the Advisor to the sub-advised funds, institutional accounts and hedge funds. The Board also noted that the Fund’s advisory fee was within the range of advisory fees paid by other series of the Trust managed by the Advisor.
The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were above the Peer Group and Fund Universe medians by 0.25% and 0.27%, respectively. The Board considered that the annual total expenses of the Fund were likely higher than the Peer Group and Fund Universe medians because of the Fund’s higher advisory fee.
The Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to the Advisor under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services the Advisor provides to the Fund.
FPA Crescent Fund
Board Consideration of Investment Advisory Agreement (Unaudited) - Continued
Advisor Profitability and Costs
The Board and the Independent Trustees considered information provided by the Advisor regarding the Advisor’s costs in providing services to the Fund, the profitability of the Advisor and the benefits to the Advisor from its relationship to the Fund. They reviewed and considered the Advisor’s representations regarding its assumptions and methods of allocating certain costs, such as personnel costs, which constitute the Advisor’s largest operating cost, and overhead costs with respect to the provision of investment advisory services. The Independent Trustees discussed with the Advisor the general process through which individuals’ compensation is determined and then reviewed by the management committee of the Advisor, as well as the Advisor’s methods for determining that its compensation levels are set at appropriate levels to attract and retain the personnel necessary to provide high quality professional investment advice. The Board and the Independent Trustees recognized that the Advisor is entitled under the law to earn a reasonable level of profits for the services that it provides to the Fund. The Board observed that the Advisor had waived a portion of its advisory fee with respect to the Fund. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board and the Independent Trustees concluded that the profit of the Advisor from its relationship with the Fund was reasonable.
Economies of Scale
The Board and the Independent Trustees considered, and discussed with the Advisor, whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether the advisory fee rate is reasonable in relation to the Fund’s asset levels and any economies of scale that may exist. The Board and the Independent Trustees considered the Advisor’s representation that its internal costs of providing investment management services to the Fund have increased in recent years as a result of a number of factors, including the ongoing and growing complexity of the Fund’s investments, as well as the Advisor’s investment in building a highly-seasoned trading, compliance, valuation, client service and operations staff to support the Advisor’s investment teams. The Trustees also noted the Advisor’s representation that it would continue making such investments in its personnel, systems, and facilities in an effort to maintain and increase the level and quality of services that it provides to the Fund. The Trustees also considered the Advisor’s willingness to close funds to new investors when it believes that a fund has limited capacity to grow or when it otherwise would be detrimental to fund shareholders.
The Board and the Independent Trustees recognized that the advisory fee schedule for the Fund does not have breakpoints. They considered that many registered funds have breakpoints in the advisory fee structure as a means by which to share in the benefits of potential economies of scale as a fund’s assets grow. They also considered that not all funds have breakpoints in their fee structures and that breakpoints are not the exclusive means of sharing potential economies of scale. The Board and the Independent Trustees considered the Advisor’s statement that it believes that breakpoints are currently not warranted for the Fund given the ongoing investments the Advisor is making in its business for the benefit of the Fund, uncertainties regarding the direction of the economy, and uncertainties regarding future growth or contraction in the Fund’s assets, all of which could negatively impact the Advisor’s profitability. The Board and the Independent Trustees concluded that the Fund is benefitting from the ongoing investments made by the Advisor in its team of personnel serving the Fund and in the Advisor’s service infrastructure, and that in light of these investments, the addition of breakpoints to the Fund’s advisory fee structure was not warranted at current asset levels.
FPA Crescent Fund
Board Consideration of Investment Advisory Agreement (Unaudited) - Continued
Benefits to the Advisor
The Board and the Independent Trustees considered other “fall out” benefits to the Advisor as a result of its relationship with the Fund, other than the advisory fee, including research services provided to it by broker-dealers providing execution services to the Fund, the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Advisor’s compliance program, the intangible benefits of its association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance.
Conclusion
Based on these and other factors, the Board and the Independent Trustees concluded that renewal of the Advisory Agreement was in the best interests of the Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement.
FPA Flexible Fixed Income Fund
Board Consideration of Investment Advisory Agreement (Unaudited)
At an in-person meeting held on April 16, 2024, the Board of Trustees (the “Board”) of Investment Managers Series Trust III (the “Trust”), including the trustees who are not “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), reviewed and unanimously approved the renewal of the investment advisory agreement (the “Advisory Agreement”) between the Trust and First Pacific Advisors, LP (the “Advisor”) with respect to the FPA Flexible Fixed Income Fund series of the Trust (the “Fund”) for an additional one-year period from when it otherwise would expire. In approving renewal of the Advisory Agreement, the Board, including the Independent Trustees, determined that such renewal was in the best interests of the Fund and its shareholders.
Background
In advance of the meeting, the Board received information about the Fund and the Advisory Agreement from the Advisor and from Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the Advisor’s organization and financial condition; information regarding the background, experience, and compensation structure of relevant personnel providing services to the Fund; information about the Advisor’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; information regarding the profitability of the Advisor’s overall relationship with the Fund; reports comparing the performance of the Fund with returns of the Bloomberg U.S. Universal Bond Index (the “Bloomberg Index”), the Consumer Price Index (“CPI”) + 200 basis points, and a group of comparable funds (the “Peer Group”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”) from Morningstar, Inc.’s Nontraditional Bond category (the “Fund Universe”) for the one-, three-, and five-year periods ended December 31, 2023; and reports comparing the investment advisory fee and total expenses of the Fund with those of the Peer Group and Fund Universe. The Board also received a memorandum from legal counsel to the Trust and the Independent Trustees discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed renewal of the Advisory Agreement. In addition, the Board considered information reviewed by the Board during the year at other Board and Board committee meetings.
In renewing the Advisory Agreement, the Independent Trustees met separately in an executive session prior to the meeting with the Board to consider the Advisory Agreement, including the items discussed below, and were represented by their legal counsel with respect to the matters considered. The Board, including all of the Independent Trustees, then met and also considered a variety of factors for renewal of the Advisory Agreement, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.
Nature, Extent, and Quality of Services
With respect to the performance results of the Fund, the meeting materials indicated that the Fund’s total return for the one-year period was above the Peer Group and Fund Universe median returns, the Bloomberg Index return, and the CPI + 200 basis points. For the three-year period, the Fund’s annualized total return was above the Peer Group and Fund Universe median returns and the Bloomberg Index return, but below the CPI + 200 basis points by 3.69%. The Fund’s annualized total return for the five-year period was above the Fund Universe median return and the Bloomberg Index return, and was the same as the Peer Group median return, but was below the CPI + 200 basis points by 2.06%. The Trustees considered the Advisor’s assertion that the Fund’s underperformance relative to the CPI + 200 basis points over the three- and five-year periods was due to its unwillingness to take on uncompensated risk in low yield environments, coupled with unexpectedly high inflation over the past few years.
FPA Flexible Fixed Income Fund
Board Consideration of Investment Advisory Agreement (Unaudited) - Continued
The Board noted its familiarity with the Advisor and considered the overall quality of services provided by the Advisor to the Fund. In doing so, the Board considered the Advisor’s specific responsibilities in day-to-day management and oversight of the Fund, as well as the qualifications, experience, and responsibilities of the personnel involved in the activities of the Fund. The Board also considered the overall quality of the organization and operations of the Advisor, as well as its compliance structure. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by the Advisor to the Fund were satisfactory.
Advisory Fee and Expense Ratio
With respect to the advisory fee paid by the Fund, the meeting materials indicated that the annual investment advisory fee (gross of fee waivers) was lower than both the Peer Group and Fund Universe medians. The Trustees considered that the Fund’s advisory fee was the same as or higher than the fees that the Advisor charges to manage separate accounts for institutional investors with similar objectives and policies as the Fund. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the institutional separate accounts that the Advisor manages, and noted the differences between the services provided by the Advisor to the Fund and those provided to the institutional separate accounts. The Trustees also noted that the Fund’s advisory fee was among the lowest of the advisory fees paid by other series of the Trust managed by the Advisor. The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group and Fund Universe medians.
The Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to the Advisor under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services the Advisor provides to the Fund.
Advisor Profitability and Costs
The Board and the Independent Trustees considered information provided by the Advisor regarding the Advisor’s costs in providing services to the Fund, the profitability of the Advisor and the benefits to the Advisor from its relationship to the Fund. They reviewed and considered the Advisor’s representations regarding its assumptions and methods of allocating certain costs, such as personnel costs, which constitute the Advisor’s largest operating cost, and overhead costs with respect to the provision of investment advisory services. The Independent Trustees discussed with the Advisor the general process through which individuals’ compensation is determined and then reviewed by the management committee of the Advisor, as well as the Advisor’s methods for determining that its compensation levels are set at appropriate levels to attract and retain the personnel necessary to provide high quality professional investment advice. The Board and the Independent Trustees recognized that the Advisor is entitled under the law to earn a reasonable level of profits for the services that it provides to the Fund. The Board observed that the Advisor had waived a portion of its advisory fee with respect to the Fund. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board and the Independent Trustees concluded that the profit of the Advisor from its relationship with the Fund was reasonable.
FPA Flexible Fixed Income Fund
Board Consideration of Investment Advisory Agreement (Unaudited) - Continued
Economies of Scale
The Board and the Independent Trustees considered, and discussed with the Advisor, whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether the advisory fee rate is reasonable in relation to the Fund’s asset levels and any economies of scale that may exist. The Board and the Independent Trustees considered the Advisor’s representation that its internal costs of providing investment management services to the Fund have increased in recent years as a result of a number of factors, including the ongoing and growing complexity of the Fund’s investments, as well as the Advisor’s investment in building a highly-seasoned trading, compliance, valuation, client service and operations staff to support the Advisor’s investment teams. The Trustees also noted the Advisor’s representation that it would continue making such investments in its personnel, systems, and facilities in an effort to maintain and increase the level and quality of services that it provides to the Fund. The Trustees also considered the Advisor’s willingness to close funds to new investors when it believes that a fund has limited capacity to grow or when it otherwise would be detrimental to fund shareholders.
The Board and the Independent Trustees recognized that the advisory fee schedule for the Fund does not have breakpoints. They considered that many registered funds have breakpoints in the advisory fee structure as a means by which to share in the benefits of potential economies of scale as a fund’s assets grow. They also considered that not all funds have breakpoints in their fee structures and that breakpoints are not the exclusive means of sharing potential economies of scale. The Board and the Independent Trustees considered the Advisor’s statement that it believes that breakpoints are currently not warranted for the Fund given the ongoing investments the Advisor is making in its business for the benefit of the Fund, uncertainties regarding the direction of the economy, and uncertainties regarding future growth or contraction in the Fund’s assets, all of which could negatively impact the Advisor’s profitability. The Board and the Independent Trustees concluded that the Fund is benefitting from the ongoing investments made by the Advisor in its team of personnel serving the Fund and in the Advisor’s service infrastructure, and that in light of these investments, the addition of breakpoints to the Fund’s advisory fee structure was not warranted at current asset levels.
Benefits to the Advisor
The Board and the Independent Trustees considered other “fall out” benefits to the Advisor as a result of its relationship with the Fund, other than the advisory fee, including research services provided to it by broker-dealers providing execution services to the Fund, the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Advisor’s compliance program, the intangible benefits of its association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance.
FPA Flexible Fixed Income Fund
Board Consideration of Investment Advisory Agreement (Unaudited) - Continued
Conclusion
Based on these and other factors, the Board and the Independent Trustees concluded that renewal of the Advisory Agreement was in the best interests of the Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
The registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.
Item 16. Controls and Procedures.
| (a) | The Registrant’s Principal Executive Officer and 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 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not applicable.
(b) Not applicable.
Item 19. Exhibits.
| (a) (1) | Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable. |
| (a) (2) | Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Instruction to paragraph (a)(2). – Not Applicable. |
| (a) (3) | A separate certification for each principal executive and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), Filed herewith. |
| (b) | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed 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) | Investment Managers Series Trust III | |
| By (Signature and Title) | /s/ Maureen Quill | |
| Maureen Quill, President and Principal Executive Officer | ||
| Date | 9/9/24 |
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/ Maureen Quill | |
| Maureen Quill, President and Principal Executive Officer | ||
| Date | 9/9/24 | |
| By (Signature and Title) | /s/ Rita Dam | |
| Rita Dam, Treasurer and Principal Financial Officer | ||
| Date | 9/9/24 |