UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-08544
Investment Managers Series Trust III
(Exact name of registrant as specified in charter)

235 West Galena Street
Milwaukee, Wisconsin 53212
(Address of Principal Executive Offices, including Zip Code)
Diane J. Drake
Mutual Fund Administration, LLC
2220 E. Route 66, Suite 226
Glendora, California 91740
(Name and Address of Agent for Service)
COPIES TO:
Laurie Anne Dee
Morgan, Lewis & Bockius LLP
600 Anton Boulevard, Suite 1800
Costa Mesa, California 92626
Registrant's telephone number, including area code:
(626) 385-5777
Date of fiscal year end:
December 31
Date of reporting period:
June 30, 2026
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 Act”), is as follows:
FPA Crescent Fund
Institutional Class/FPACX
TSR Fund Logo - Cover
SEMI-ANNUAL SHAREHOLDER REPORT | June 30, 2026
This semi-annual shareholder report contains important information about the FPA Crescent Fund (“Fund”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Fund at https://fpa.com/funds/overview/crescent. You can also request this information by contacting us at (800) 638-3060.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Costs of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
FPA Crescent Fund
(Institutional Class/FPACX)
$53 1.05%1
1
Annualized.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $12,460,285,013
Total number of portfolio holdings 153
Portfolio turnover rate as of the end of the reporting period 20%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer.  The Sector Allocation chart represents Common Stocks of the Fund.
Top Ten Holdings
Analog Devices, Inc. 3.4%
Alphabet, Inc. - Class A 2.9%
Alphabet, Inc. - Class C 2.1%
Citigroup, Inc. 2.1%
International Flavors & Fragrances, Inc. 2.0%
Meta Platforms, Inc. - Class A 2.0%
Heineken Holding N.V. 1.9%
Azelis Group N.V. 1.7%
Safran S.A. 1.7%
TE Connectivity Ltd. 1.6%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/crescent. You can also request this information by contacting us at (800) 638-3060.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
FPA Crescent Fund - Institutional Class
FPA Crescent Fund
Investor Class/FPFRX
TSR Fund Logo - Cover
SEMI-ANNUAL SHAREHOLDER REPORT | June 30, 2026
This semi-annual shareholder report contains important information about the FPA Crescent Fund (“Fund”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Fund at https://fpa.com/funds/overview/crescent. You can also request this information by contacting us at (800) 638-3060.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Costs of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
FPA Crescent Fund
(Investor Class/FPFRX)
$59 1.15%1
1
Annualized.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $12,460,285,013
Total number of portfolio holdings 153
Portfolio turnover rate as of the end of the reporting period 20%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer.  The Sector Allocation chart represents Common Stocks of the Fund.
Top Ten Holdings
Analog Devices, Inc. 3.4%
Alphabet, Inc. - Class A 2.9%
Alphabet, Inc. - Class C 2.1%
Citigroup, Inc. 2.1%
International Flavors & Fragrances, Inc. 2.0%
Meta Platforms, Inc. - Class A 2.0%
Heineken Holding N.V. 1.9%
Azelis Group N.V. 1.7%
Safran S.A. 1.7%
TE Connectivity Ltd. 1.6%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/crescent. You can also request this information by contacting us at (800) 638-3060.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
FPA Crescent Fund - Investor Class
FPA Crescent Fund
Supra Institutional Class/FPCSX
TSR Fund Logo - Cover
SEMI-ANNUAL SHAREHOLDER REPORT | June 30, 2026
This semi-annual shareholder report contains important information about the FPA Crescent Fund (“Fund”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Fund at https://fpa.com/funds/overview/crescent. You can also request this information by contacting us at (800) 638-3060.
Fund Expenses
(Based on a hypothetical $10,000 investment)
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)
$50 0.99%1
1
Annualized.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $12,460,285,013
Total number of portfolio holdings 153
Portfolio turnover rate as of the end of the reporting period 20%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer.  The Sector Allocation chart represents Common Stocks of the Fund.
Top Ten Holdings
Analog Devices, Inc. 3.4%
Alphabet, Inc. - Class A 2.9%
Alphabet, Inc. - Class C 2.1%
Citigroup, Inc. 2.1%
International Flavors & Fragrances, Inc. 2.0%
Meta Platforms, Inc. - Class A 2.0%
Heineken Holding N.V. 1.9%
Azelis Group N.V. 1.7%
Safran S.A. 1.7%
TE Connectivity Ltd. 1.6%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/crescent. You can also request this information by contacting us at (800) 638-3060.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
FPA Crescent Fund - Supra Institutional Class
FPA Flexible Fixed Income Fund
Advisor Class/FFIAX
TSR Fund Logo - Cover
SEMI-ANNUAL SHAREHOLDER REPORT | June 30, 2026
This semi-annual shareholder report contains important information about the FPA Flexible Fixed Income Fund (“Fund”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Fund at https://fpa.com/funds/overview/flexible-fixed-income. You can also request this information by contacting us at (800) 638-3060.
Fund Expenses
(Based on a hypothetical $10,000 investment)
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%1
1
Annualized.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $2,165,525,317
Total number of portfolio holdings 392
Portfolio turnover rate as of the end of the reporting period 31%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer. Interest rates presented in the Top Ten Holdings are as of the reporting period end.  The Sector Allocation chart represents Bonds & Debentures of the Fund.
Top Ten Holdings
U.S. Treasury Note, 3.875%, 4/30/2031 8.6%
U.S. Treasury Note, 3.500%, 2/28/2031 8.4%
U.S. Treasury Note, 3.750%, 1/31/2031 8.1%
U.S. Treasury Note, 3.625%, 12/31/2030 5.6%
U.S. Treasury Note, 1.250%, 4/15/2031 1.5%
U.S. Treasury Note, 3.500%, 11/30/2030 1.4%
J.P. Morgan Mortgage Trust, Series 2022-1, Class A4, 2.500%, 7/25/2052 0.9%
Fannie Mae Pool, 1.000%, 3/1/2037 0.7%
Freddie Mac Pool, 1.500%, 3/1/2041 0.6%
SCE Recovery Funding LLC, 4.453%, 3/15/2036 0.6%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/flexible-fixed-income. You can also request this information by contacting us at (800) 638-3060.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
FPA Flexible Fixed Income Fund - Advisor Class
FPA Flexible Fixed Income Fund
Institutional Class/FPFIX
TSR Fund Logo - Cover
SEMI-ANNUAL SHAREHOLDER REPORT | June 30, 2026
This semi-annual shareholder report contains important information about the FPA Flexible Fixed Income Fund (“Fund”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Fund at https://fpa.com/funds/overview/flexible-fixed-income. You can also request this information by contacting us at (800) 638-3060.
Fund Expenses
(Based on a hypothetical $10,000 investment)
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)
$27 0.55%1
1
Annualized.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $2,165,525,317
Total number of portfolio holdings 392
Portfolio turnover rate as of the end of the reporting period 31%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer. Interest rates presented in the Top Ten Holdings are as of the reporting period end.  The Sector Allocation chart represents Bonds & Debentures of the Fund.
Top Ten Holdings
U.S. Treasury Note, 3.875%, 4/30/2031 8.6%
U.S. Treasury Note, 3.500%, 2/28/2031 8.4%
U.S. Treasury Note, 3.750%, 1/31/2031 8.1%
U.S. Treasury Note, 3.625%, 12/31/2030 5.6%
U.S. Treasury Note, 1.250%, 4/15/2031 1.5%
U.S. Treasury Note, 3.500%, 11/30/2030 1.4%
J.P. Morgan Mortgage Trust, Series 2022-1, Class A4, 2.500%, 7/25/2052 0.9%
Fannie Mae Pool, 1.000%, 3/1/2037 0.7%
Freddie Mac Pool, 1.500%, 3/1/2041 0.6%
SCE Recovery Funding LLC, 4.453%, 3/15/2036 0.6%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/flexible-fixed-income. You can also request this information by contacting us at (800) 638-3060.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
FPA Flexible Fixed Income Fund - Institutional Class
FPA Flexible Fixed Income Fund
Investor Class/FFIRX
TSR Fund Logo - Cover
SEMI-ANNUAL SHAREHOLDER REPORT | June 30, 2026
This semi-annual shareholder report contains important information about the FPA Flexible Fixed Income Fund (“Fund”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Fund at https://fpa.com/funds/overview/flexible-fixed-income. You can also request this information by contacting us at (800) 638-3060.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Costs of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
FPA Flexible Fixed Income Fund
(Investor Class/FFIRX)
$32 0.65%1
1
Annualized.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $2,165,525,317
Total number of portfolio holdings 392
Portfolio turnover rate as of the end of the reporting period 31%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer. Interest rates presented in the Top Ten Holdings are as of the reporting period end.  The Sector Allocation chart represents Bonds & Debentures of the Fund.
Top Ten Holdings
U.S. Treasury Note, 3.875%, 4/30/2031 8.6%
U.S. Treasury Note, 3.500%, 2/28/2031 8.4%
U.S. Treasury Note, 3.750%, 1/31/2031 8.1%
U.S. Treasury Note, 3.625%, 12/31/2030 5.6%
U.S. Treasury Note, 1.250%, 4/15/2031 1.5%
U.S. Treasury Note, 3.500%, 11/30/2030 1.4%
J.P. Morgan Mortgage Trust, Series 2022-1, Class A4, 2.500%, 7/25/2052 0.9%
Fannie Mae Pool, 1.000%, 3/1/2037 0.7%
Freddie Mac Pool, 1.500%, 3/1/2041 0.6%
SCE Recovery Funding LLC, 4.453%, 3/15/2036 0.6%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/flexible-fixed-income. You can also request this information by contacting us at (800) 638-3060.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
FPA Flexible Fixed Income Fund - Investor Class

 

 

(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, 2026

 

 

FPA Crescent Fund

A series of Investment Managers Series Trust III

 

Table of Contents

 

Please note the Financials and Other Information only contains Items 7-11 required in Form N-CSR. All other required items will be filed with the SEC.

 

Item 7. Financial Statements and Financial Highlights  
Schedule of Investments 1
Statement of Assets and Liabilities 9
Statement of Operations 10
Statements of Changes in Net Assets 11
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

 

 

FPA Crescent Fund

SCHEDULE OF INVESTMENTS

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        BONDS & DEBENTURES — 1.4%        
        CONVERTIBLE BONDS — 0.0%        
        Delivery Hero AG        
$ 1,600,000     1.500%, 1/15/2028   $ 1,769,133  
        Wayfair, Inc.        
  4,278,000     1.000%, 8/15/2026     4,197,582  
        TOTAL CONVERTIBLE BONDS        
        (Cost $5,703,442)     5,966,715  
        CORPORATE BANK DEBT — 0.5%        
        Cornerstone OnDemand, Inc.        
  2,474,048     7.744% (1-Month Term SOFR+375 basis points), 10/16/2028(a),(b),(c)     1,542,149  
        Lealand Finance Company B.V. Senior Exit LC        
  21,844,968     3.500%, 6/30/2027(a),(b),(c),(d),(e),(f),(g)     (1,092,248 )
        Lealand Reficar LC Term Loan        
  637,949     11.494% (3-Month Term SOFR+750 basis points), 6/30/2027(a),(b),(c),(d),(e),(f),(h)     574,154  
        McDermott LC        
  26,500,921     7.953% (3-Month Term SOFR+426.16 basis points), 6/30/2027(a),(b),(c),(d),(e),(f)     24,380,847  
        McDermott Technology Americas, Inc.        
  1,074,221     6.758% (1-Month Term SOFR+300 basis points), 6/30/2027(a),(b),(c),(d),(f)     1,020,510  
  41,211,668     7.759% (1-Month Term SOFR+400 basis points), 12/31/2027(a),(b),(c),(d),(f),(h)     39,151,084  
        Vision Solutions, Inc.        
  2,473,613     7.928% (3-Month Term SOFR+400 basis points), 4/24/2028(a),(b),(c)     1,867,578  
        TOTAL CORPORATE BANK DEBT        
        (Cost $74,846,545)     67,444,074  
        CORPORATE BONDS — 0.9%        
        COMMUNICATIONS — 0.9%        
        Echostar Corp.        
  33,209,948     3.875%, 11/30/2030     103,698,062  
        FINANCIALS — 0.0%        
        Charles Schwab Corp.        
  2,588,000     5.000% (3-Month USD Libor+257.5 basis points), 10/31/2069(c),(i)     2,555,650  
        TOTAL CORPORATE BONDS        
        (Cost $33,210,092)     106,253,712  
        TOTAL BONDS & DEBENTURES        
        (Cost $113,760,079)     179,664,501  

 

Number of
Shares
       
        CLOSED-END FUNDS — 0.0%        
  4,756,180     Altegrity, Inc.(b),(f)     5,469,607  
        TOTAL CLOSED-END FUNDS        
        (Cost $0)     5,469,607  
        COMMON STOCKS — 60.9%        
        AEROSPACE & DEFENSE — 1.7%        
  544,912     Safran S.A.     214,738,724  

1 

 

FPA Crescent Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Number            
of Shares         Value  
        COMMON STOCKS (Continued)        
        APPAREL & TEXTILE PRODUCTS — 0.5%        
  295,098     Cie Financiere Richemont S.A. - Class A   $ 68,116,982  
        ASSET MANAGEMENT — 0.6%        
  283,826     LPL Financial Holdings, Inc.     79,948,108  
  114,294     Pershing Square SPARC Holdings, Ltd.(b),(f)      
  457,176     Pershing Square Tontine Holdings Ltd.(b),(f)      
              79,948,108  
        BANKING — 2.4%        
  1,839,742     Citigroup, Inc.     257,490,290  
  476,704     Wells Fargo & Co.     39,394,819  
              296,885,109  
        BEVERAGES — 2.5%        
  104,975     Diageo PLC     2,114,190  
  3,103,087     Heineken Holding N.V.     236,299,437  
  1,008,624     Pernod Ricard S.A.     73,314,357  
              311,727,984  
        BIOTECH & PHARMA — 0.6%        
  465,134     Merck KGaA     77,976,962  
        CABLE & SATELLITE — 1.7%        
  3,996,138     Comcast Corp. - Class A     98,105,188  
  3,266,799     Liberty Broadband Corp. - Class C*     108,653,735  
              206,758,923  
        CHEMICALS — 5.1%        
  20,235,939     Azelis Group N.V.(d)     215,485,467  
  640,089     IMCD N.V.     57,879,126  
  3,163,067     International Flavors & Fragrances, Inc.     250,578,168  
  17,432,900     Nippon Paint Holdings Co., Ltd.     113,707,518  
              637,650,279  
        COMMERCIAL SUPPORT SERVICES — 2.3%        
  1,795,460     Bureau Veritas S.A.     54,992,527  
  1,744,218     Eurofins Scientific S.E.     136,492,632  
  1,531,670     Sodexo S.A.     88,592,724  
              280,077,883  
        CONSTRUCTION MATERIALS — 1.4%        
  1,926,741     Amrize Ltd.*     102,695,295  
  826,751     Holcim AG*     74,542,142  
              177,237,437  
        E-COMMERCE DISCRETIONARY — 1.6%        
  811,395     Amazon.com, Inc.*     193,387,884  
        ELECTRIC UTILITIES — 0.1%        
  720,710     PG&E Corp.     12,122,342  

2 

 

FPA Crescent Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Number of
Shares
        Value  
        COMMON STOCKS (Continued)        
        ELECTRICAL EQUIPMENT — 2.2%        
  453,500     Hirose Electric Co., Ltd.   $ 81,436,686  
  977,205     TE Connectivity Ltd.     197,014,300  
              278,450,986  
        ENGINEERING & CONSTRUCTION — 1.8%        
  2,523,815     McDermott International, Ltd.*,(b),(d),(f)     62,842,993  
  533,078     Samsung C&T Corp.     165,054,102  
              227,897,095  
        ENTERTAINMENT CONTENT — 0.1%        
  33,130     Epic Games, Inc.(b),(f)     7,581,469  
        FOOD — 2.7%        
  1,289,856     Kerry Group PLC - Class A     118,318,939  
  1,712,617     Magnum Ice Cream Co. N.V.*     29,816,662  
  545,298     Magnum Ice Cream Co. N.V.*     9,486,116  
  7,088,011     Magnum Ice Cream Co. N.V.*     123,392,294  
  651,117     Orion Corp.     55,671,214  
              336,685,225  
        HEALTH CARE FACILITIES & SVCS — 0.5%        
  365,174     ICON PLC*     63,434,376  
        HOME CONSTRUCTION — 1.0%        
  2,353,218     Fortune Brands Innovations, Inc.     129,191,668  
        HOUSEHOLD PRODUCTS — 0.0%        
  39,937     Shiseido Co. Ltd.     644,622  
        INSTITUTIONAL FINANCIAL SVCS — 0.9%        
  2,277,248     Jefferies Financial Group, Inc.     113,816,855  
        INSURANCE — 2.7%        
  477,656     Aon PLC - Class A     158,433,719  
  792,439     Arthur J. Gallagher & Co.     181,920,221  
              340,353,940  
        INTERNET MEDIA & SERVICES — 8.5%        
  994,436     Alphabet, Inc. - Class A     355,381,593  
  740,920     Alphabet, Inc. - Class C     261,789,264  
  327,000     Delivery Hero S.E.*     13,381,705  
  434,581     Meta Platforms, Inc. - Class A     244,795,131  
  3,239,227     Prosus N.V.*     140,755,739  
  602,717     Uber Technologies, Inc.*     43,492,059  
              1,059,595,491  
        LEISURE FACILITIES & SERVICES — 0.9%        
  14,825     Marriott International, Inc. - Class A     5,493,997  
  769,770     Vail Resorts, Inc.     104,804,185  
              110,298,182  

3 

 

FPA Crescent Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Number of
Shares
        Value  
      COMMON STOCKS (Continued)      
        MACHINERY — 1.3%        
  4,290,154     CNH Industrial NV   $ 48,178,429  
  3,110,930     Fluidra SA     70,400,076  
  1,176,320     Hoshizaki Corp.     38,486,390  
              157,064,895  
        MEDICAL EQUIPMENT & DEVICES — 5.1%        
  4,862,151     Avantor, Inc.*     48,135,295  
  4,541,166     Baxter International, Inc.     96,817,659  
  1,239,824     Becton, Dickinson and Co.     187,622,566  
  244,376     Bio-Rad Laboratories, Inc.*     71,751,237  
  337,623     Danaher Corp.     64,310,429  
  505,075     GE HealthCare Technologies, Inc.     32,329,851  
  150,282     Thermo Fisher Scientific, Inc.     75,345,384  
  159,710     Waters Corp.*     59,897,638  
              636,210,059  
        METALS & MINING — 1.7%        
  23,733,209     Glencore PLC*     161,822,772  
  4,215,343     Grupo Mexico S.A.B. de C.V.     47,785,538  
              209,608,310  
        OIL & GAS SERVICES & EQUIP — 0.6%        
  3,892,487     NOV, Inc.     72,205,634  
        OTHER COMMON STOCK — 0.1%        
      Other Common Stock(j)     9,616,496  
        REIT — 1.1%        
  6,976,598     Douglas Emmett, Inc.     82,323,856  
  1,448,615     Vornado Realty Trust     56,930,570  
              139,254,426  
        RETAIL - DISCRETIONARY — 1.7%        
  1,845,215     CarMax, Inc.*     97,593,422  
  489,528     Ferguson Enterprises, Inc.     116,179,680  
              213,773,102  
        SEMICONDUCTORS — 4.4%        
  1,064,041     Analog Devices, Inc.     422,605,164  
  39,055     Broadcom, Inc.     14,753,026  
  407,590     NXP Semiconductors N.V.     114,545,018  
              551,903,208  
        SOFTWARE — 0.9%        
  203,992     Intuit, Inc.     53,241,912  
  229,468     SAP S.E. - ADR     35,363,314  
  136,850     SAP SE     21,095,102  
              109,700,328  

4 

 

FPA Crescent Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Number of
Shares
        Value  
      COMMON STOCKS (Continued)      
        SPECIALTY FINANCE — 0.5%        
  1,311,090     PayPal Holdings, Inc.   $ 56,612,866  
        TECHNOLOGY HARDWARE — 0.8%        
  3,636,184     NCR Voyix Corp.*     29,707,623  
  1,724,280     Nintendo Co., Ltd.     72,488,748  
              102,196,371  
        TECHNOLOGY SERVICES — 0.6%        
  1,087,984     LG Corp.     68,951,308  
        TRANSPORTATION EQUIPMENT — 0.3%        
  115,411     Westinghouse Air Brake Technologies Corp.     31,114,806  
        TOTAL COMMON STOCKS        
        (Cost $4,727,565,807)     7,582,790,335  
        LIMITED PARTNERSHIPS — 1.7%        
  150,000     Footpath Ventures SPV IV LP(b),(f)     22,663,114  
  2,073,734     FPS Holdco LLC(b),(d),(f)     156,435,905  
  107,799     FPS Shelby Holdco I LLC(b),(d),(f)     8,894,468  
  22,500,000     Jett Texas LLC(b),(k)     26,421,750  
  1,146,250     Sound Holding FP(b),(d),(f)      
  120,000     U.S. Farming Realty Trust II LP(b),(d),(f)     474,482  
        TOTAL LIMITED PARTNERSHIPS        
        (Cost $98,891,523)     214,889,719  
        WARRANTS — 0.0%        
  414,327     Electriq Power Holdings, Inc., Expiration Date: July 31, 2028*,(f)      
  316,054     MariaDB PLC, Expiration Date: December 16, 2027*,(f)      
  77,074     Ross Acquisition Corp. II, Expiration Date: September 16, 2026*,(f)      
        TOTAL WARRANTS        
        (Cost $230,012)      
        SHORT-TERM INVESTMENTS — 35.8%        
        MONEY MARKET INVESTMENTS — 0.2%        
  27,304,198     Morgan Stanley Institutional Liquidity Treasury Portfolio - Institutional Class, 3.44%(l)     27,304,198  

 

Principal
Amount
           
        COMMERCIAL PAPER — 20.9%        
$ 60,000,000     Chevron Corp., 3.75%, 9/14/2026(m)     59,531,250  
  73,000,000     Cisco Systems, Inc., 3.62%, 7/27/2026(m)     72,809,145  
        Johnson & Johnson Co.        
  115,000,000     3.68%, 7/8/2026(m)     114,917,711  
  104,000,000     3.60%, 7/13/2026(m)     103,875,200  
  11,800,000     3.68%, 11/3/2026(m)     11,649,222  
        Nestle Capital        
  100,000,000     3.65%, 7/10/2026(m)     99,908,670  

5 

 

FPA Crescent Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        COMMERCIAL PAPER (Continued)        
$ 95,000,000     3.72%, 7/21/2026(m)   $ 94,803,667  
  38,000,000     3.72%, 7/23/2026(m)     37,913,613  
  75,000,000     3.63%, 8/3/2026(m)     74,750,437  
  30,000,000     3.72%, 8/5/2026(m)     29,891,500  
  39,000,000     3.74%, 8/13/2026(m)     38,825,778  
  82,000,000     3.75%, 9/4/2026(m)     81,444,791  
  110,000,000     3.75%, 9/9/2026(m)     109,197,917  
  10,000,000     3.80%, 11/30/2026(m)     9,839,556  
        Pepsico, Inc.        
  111,000,000     3.65%, 7/1/2026(m)     111,000,000  
  113,000,000     3.57%, 7/6/2026(m)     112,943,971  
  24,500,000     3.67%, 7/7/2026(m)     24,485,014  
  128,000,000     3.63%, 7/9/2026(m)     127,896,107  
  55,000,000     3.60%, 7/15/2026(m)     54,923,000  
  71,000,000     3.59%, 7/16/2026(m)     70,893,796  
  150,000,000     3.60%, 7/17/2026(m)     149,760,000  
  30,000,000     3.63%, 8/4/2026(m)     29,897,150  
  64,000,000     3.60%, 8/6/2026(m)     63,769,600  
  24,000,000     3.62%, 8/20/2026(m)     23,879,333  
  62,000,000     3.64%, 8/24/2026(m)     61,661,480  
  94,000,000     3.64%, 9/10/2026(m)     93,325,184  
  48,000,000     3.63%, 9/11/2026(m)     47,651,520  
  50,000,000     3.64%, 9/15/2026(m)     49,615,778  
        Roche Holdings, Inc.        
  139,000,000     3.68%, 9/18/2026(m)     137,877,498  
  150,000,000     3.70%, 10/2/2026(m)     148,566,250  
  131,000,000     3.70%, 10/15/2026(m)     129,572,828  
        TotalEnergies Capital S.A.        
  35,000,000     3.79%, 9/1/2026(m)     34,771,547  
  23,000,000     3.79%, 9/2/2026(m)     22,847,452  
        Walmart Stores, Inc.        
  15,000,000     3.67%, 7/27/2026(m)     14,960,242  
  75,000,000     3.68%, 8/6/2026(m)     74,724,000  
        Walt Disney Corp.        
  21,000,000     3.83%, 8/19/2026(m)     20,890,526  
  50,000,000     3.83%, 8/20/2026(m)     49,734,028  
              2,595,004,761  
        TREASURY BILLS — 14.7%        
        U.S. Treasury Bill        
  100,000,000     3.64%, 7/2/2026(n)     99,990,045  
  150,000,000     3.65%, 7/7/2026(n)     149,909,750  
  150,000,000     3.66%, 7/14/2026(n)     149,805,000  
  143,000,000     3.59%, 7/16/2026(n)     142,786,659  
  100,000,000     3.65%, 7/21/2026(n)     99,800,533  

6 

 

FPA Crescent Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        TREASURY BILLS (Continued)        
$ 135,000,000     3.62%, 7/23/2026(n)   $ 134,706,300  
  199,000,000     3.66%, 8/11/2026(n)     198,186,272  
  153,000,000     3.65%, 8/13/2026(n)     152,344,318  
  60,000,000     3.69%, 9/15/2026(n)     59,538,888  
  105,000,000     3.66%, 9/17/2026(n)     104,171,067  
  119,000,000     3.69%, 9/22/2026(n)     118,007,528  
  84,000,000     3.66%, 9/24/2026(n)     83,275,601  
  191,000,000     3.71%, 10/8/2026(n)     189,050,711  
  152,000,000     3.75%, 10/15/2026(n)     150,346,878  
              1,831,919,550  
        TOTAL SHORT-TERM INVESTMENTS        
        (Cost $4,454,323,479)     4,454,228,509  
                 
        TOTAL INVESTMENTS — 99.8%        
        (Cost $9,394,770,900)     12,437,042,671  
        Other Assets in Excess of Liabilities — 0.2%     23,242,342  
        TOTAL NET ASSETS — 100.0%   $ 12,460,285,013  

 

Number
of Shares
           
        SECURITIES SOLD SHORT — (0.7)%        
        COMMON STOCKS — (0.6)%        
      Other Common Stock(j)     (70,624,715 )
        TOTAL COMMON STOCKS        
        (Proceeds $78,245,107)     (70,624,715 )
        EXCHANGE-TRADED FUNDS — (0.1)%        
  (31,492 )   iShares Russell 2000 Growth ETF     (12,406,588 )
        TOTAL EXCHANGE-TRADED FUNDS        
        (Proceeds $12,344,324)     (12,406,588 )
        TOTAL SECURITIES SOLD SHORT        
        (Proceeds $90,589,431)   $ (83,031,303 )

 

ADR – American Depository Receipt

ETF – Exchange-Traded Fund

LLC – Limited Liability Company

LP – Limited Partnership

PLC – Public Limited Company

REIT – Real Estate Investment Trust

 

* Non-income producing security.

7 

 

FPA Crescent Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

(a) 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.
(b) Restricted securities. These restricted securities, most of which are considered liquid by the Adviser, 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. The total value of these securities is $358,227,862, which represents 2.87% of Total Net Assets.
(c) Variable or floating rate security.
(d) Affiliated company.
(e) As of June 30, 2026, 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.
(f) The value of these securities was determined using significant unobservable inputs. These are reported as Level 3 securities in the Fair Value Hierarchy.
(g) All or a portion of the loan is unfunded.
(h) Payment-in-kind interest is generally paid by issuing additional par/shares of the security rather than paying cash.
(i) Perpetual security. Maturity date is not applicable.
(j) 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.
(k) Investment valued using net asset value per share (or its equivalent) as a practical expedient.
(l) The rate is the annualized seven-day yield at period end.
(m) Security exempt from registration under Section 4(a)(2) and/or 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 $2,595,004,761, which represents 20.83% of Total Net Assets.
(n) Treasury bill discount rate.

 

See accompanying Notes to Financial Statements.

8 

 

FPA Crescent Fund

STATEMENT OF ASSETS AND LIABILITIES

As of June 30, 2026 (Unaudited)

 

 

Assets:        
Investments, at value (cost $9,036,986,118)   $ 11,928,875,009  
Investments in affiliates, at value (cost $357,784,782)     508,167,662  
Foreign currency, at value (cost $1,138,245)     1,133,730  
Cash     22,991  
Deposits held at broker     89,983,800  
Receivables:        
Unrealized appreciation on open swap contracts     10,493  
Fund shares sold     10,442,177  
Dividends and interest     12,231,237  
Reclaims receivable     10,254,159  
Prepaid expenses     112,381  
Total assets     12,561,233,639  
         
Liabilities:        
Securities sold short, at value (proceeds $90,589,431)     83,031,303  
Payables:        
Investment securities purchased     52,330  
Fund shares redeemed     6,355,381  
Advisory fees     9,071,159  
Shareholder servicing fees (Note 8)     1,457,012  
Fund services fees     323,124  
Administrative service fees (Note 3)     486,803  
Trustees' deferred compensation (Note 3)     58,286  
Shareholder reporting fees     28,949  
Legal fees     18,065  
Auditing fees     17,830  
Registration fees     15,839  
Chief Compliance Officer fees     8,323  
Trustees' fees and expenses     1,168  
Accrued other expenses     23,054  
Total liabilities     100,948,626  
Commitments and contingencies (Note 10)        
Net Assets   $ 12,460,285,013  
         
Components of Net Assets:        
Capital Stock (no par value with an unlimited number of shares authorized)   $ 8,791,366,329  
Total distributable earnings (accumulated deficit)     3,668,918,684  
Net Assets   $ 12,460,285,013  
         
Maximum Offering Price per Share:        
Investor Class Shares:        
Net assets applicable to shares outstanding   $ 45,609,416  
Shares of beneficial interest issued and outstanding     1,008,525  
Redemption price per share   $ 45.22  
         
Institutional Class Shares:        
Net assets applicable to shares outstanding   $ 7,738,108,425  
Shares of beneficial interest issued and outstanding     171,008,713  
Redemption price per share   $ 45.25  
         
Supra Institutional Class Shares:        
Net assets applicable to shares outstanding   $ 4,676,567,172  
Shares of beneficial interest issued and outstanding     103,178,524  
Redemption price per share   $ 45.33  

 

See accompanying Notes to Financial Statements.

9 

 

FPA Crescent Fund

STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2026 (Unaudited)

 

 

Investment income:        
Interest (net of foreign withholding taxes of $529,721)   $ 86,440,713  
Dividends (net of foreign withholding taxes of $4,192,111)     54,071,303  
Dividends from affiliated issuers     6,580,795  
Interest from affiliated issuers     3,136,349  
Total investment income     150,229,160  
         
Expenses:        
Advisory fees     56,462,137  
Shareholder servicing fees - Investor Class (Note 8)     52,519  
Shareholder servicing fees - Institutional Class (Note 8)     2,101,833  
Shareholder servicing fees - Supra Institutional Class (Note 8)     2,217,602  
Fund services fees     831,695  
Administrative service fees - Investor Class (Note 3)     14,705  
Administrative service fees - Institutional Class (Note 3)     2,674,306  
Administrative service fees - Supra Institutional Class (Note 3)     222,780  
Redemption liquidity service     117,781  
Legal fees     113,350  
Shareholder reporting fees     98,015  
Registration fees     96,699  
Trustees' fees and expenses     90,620  
Miscellaneous     82,558  
Insurance fees     32,106  
Dividends on securities sold short     17,799  
Chief Compliance Officer fees     7,971  
Auditing fees     7,935  
Interest expense     317  
Total expenses     65,242,728  
Advisory fees waived and shareholder servicing fees reimbursed (Note 3 and 8)     (2,679,282 )
Net expenses     62,563,446  
Net investment income (loss)     87,665,714  
         
Realized and Unrealized Gain (Loss):        
Net realized gain (loss) on:        
Investments     83,135,608  
Investments in affiliated issuers     (42,508,832 )
In-kind redemptions     667,295,729  
Securities sold short     2,350,999  
Swap contracts     (1,444,553 )
Foreign currency transactions     (790,293 )
Total realized gain (loss)     708,038,658  
Net change in unrealized appreciation (depreciation) on:        
Investments     (223,382,894 )
Investments in affiliated issuers     86,984,240  
Securities sold short     7,353,668  
Swap contracts     792,321  
Foreign currency translations     (297,317 )
Net change in unrealized appreciation (depreciation)     (128,549,982 )
Net realized and unrealized gain (loss)     579,488,676  
         
Net Increase (Decrease) in Net Assets from Operations   $ 667,154,390  

 

See accompanying Notes to Financial Statements.

10 

 

FPA Crescent Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   

For the

Six Months Ended

June 30, 2026

(Unaudited)

   

For the

Year Ended

December 31, 2025

 
Increase (Decrease) in Net Assets from:                
Operations:                
Net investment income (loss)   $ 87,665,714     $ 223,874,529  
Total realized gain (loss) on investments, Investments in affiliated issuers - realized, securities sold short, Swap contracts - realized and foreign currency transactions     708,038,658       1,228,818,834  
Net change in unrealized appreciation (depreciation) on investments, Investments in affiliated issuers - unrealized, securities sold short, Swap contracts - unrealized and foreign currency translations     (128,549,982 )     370,399,506  
Net increase (decrease) in net assets resulting from operations     667,154,390       1,823,092,869  
                 
Distributions to Shareholders:                
Distributions:                
Investor Class     (206,166 )     (2,382,760 )
Institutional Class     (35,179,511 )     (681,547,405 )
Supra Institutional Class     (21,239,806 )     (387,112,291 )
Total distributions to shareholders     (56,625,483 )     (1,071,042,456 )
                 
Capital Transactions:                
Net proceeds from shares sold:                
Investor Class     25,016,6811       25,936,607  
Institutional Class     438,111,7141       837,884,203  
Supra Institutional Class     1,287,298,9461       1,210,206,676  
Reinvestment of distributions:                
Investor Class     206,166       2,382,760  
Institutional Class     28,821,376       562,908,557  
Supra Institutional Class     17,721,757       322,178,238  
Cost of shares redeemed:                
Investor Class     (9,382,626 )     (7,266,796  
Institutional Class     (672,830,065 )     (1,221,070,001  
Supra Institutional Class     (1,147,123,328 )     (1,097,102,878  
Net increase (decrease) in net assets from capital transactions     (32,159,379 )     636,057,366  
                 
Total increase (decrease) in net assets     578,369,528       1,388,107,779  
                 
Net Assets:                
Beginning of period     11,881,915,485       10,493,807,706  
End of period   $ 12,460,285,013     $ 11,881,915,485  
Capital Share Transactions:                
Shares sold:                
Investor Class     569,563       609,414  
Institutional Class     10,177,640       19,543,040  
Supra Institutional Class     29,357,443       27,885,011  
Shares reinvested:                
Investor Class     4,582       55,512  
Institutional Class     640,191       13,113,465  
Supra Institutional Class     393,031       7,496,674  
Shares redeemed:                
Investor Class     (213,937 )     (169,833 )
Institutional Class     (15,205,640 )     (28,806,343 )
Supra Institutional Class     (26,103,479 )     (25,067,133 )
Net increase (decrease) in capital share transactions     (380,606 )     14,659,807  

 

1 Includes $62,099,673 of paid-in-capital received from an in-kind subscription effective as of the close of business on January 9, 2026. The total value received of $62,099,673 from this non-taxable event represented $45,360,469 in securities cost, $16,812,886 in net unrealized appreciation and $73,682 in other liabilities in exchange for 230,324 Investor Class Shares valued at $10,161,899, 97,841 Institutional Class Shares valued at $4,317,233 and 1,077,725 Supra Institutional Class Shares valued at $47,620,541, respectively.

 

See accompanying Notes to Financial Statements.

11 

 

FPA Crescent Fund

FINANCIAL HIGHLIGHTS

Investor Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   

For the

Six Months

Ended

June 30, 2026

(Unaudited)

   

For the

Year Ended

December 31, 2025

   

For the

Period Ended

December 31, 20241

 
Net asset value, beginning of period   $ 43.09     $ 40.19     $ 40.13  
Income from Investment Operations:                        
Net investment income (loss)2     0.29       0.82       0.71  
Net realized and unrealized gain     2.05       6.17       3.11  
Total from investment operations     2.34       6.99       3.82  
                         
Less Distributions:                        
From net investment income     (0.21 )     (1.11 )     (1.27 )
From net realized gain     -       (2.98 )     (2.49 )
Total distributions     (0.21 )     (4.09 )     (3.76 )
Net asset value, end of period   $ 45.22     $ 43.09     $ 40.19  
                         
Total return3     5.42 %4     17.52 %     9.71 %4
                         
Ratios and Supplemental Data:                        
Net assets, end of period (in thousands)   $ 45,609     $ 27,937     $ 6,159  
                         
Ratio of expenses to average net assets:                        
Before fees waived and expenses absorbed     1.27 %5,6     1.28 %7     1.28 %5,7
After fees waived and expenses absorbed     1.15 %5,6     1.15 %7     1.16 %5,7
Ratio of net investment income (loss) to average net assets:                        
Before fees waived and expenses absorbed     1.20 %5     1.76 %     2.38 %5
After fees waived and expenses absorbed     1.32 %5     1.89 %     2.50 %5
                         
Portfolio turnover rate     20 %4     23 %     10 %5

 

1 The Investor Class commenced operations on April 30, 2024. The data shown reflects operations for the period April 30, 2024 to December 31, 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, tax, and interest expenses that rounds to 0.01% of average net assets.
7 Includes short sale dividend, tax, and interest expenses that rounds to less than 0.01% of average net assets.

 

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, 2026

   

For the

Year Ended

December 31,

 
    (Unaudited)     2025     2024     2023     20221     20211  
Net asset value, beginning of period   $ 43.10     $ 40.20     $ 38.63     $ 33.34     $ 37.01     $ 35.97  
Income from Investment Operations:                                                
Net investment income (loss)2     0.31       0.85       0.94       0.70       0.17       - 3 
Net realized and unrealized gain (loss)     2.05       6.19       4.37       6.03       (3.58 )     5.34  
Total from investment operations     2.36       7.04       5.31       6.73       (3.41 )     5.34  
                                                 
Less Distributions:                                                
From net investment income     (0.21 )     (1.16 )     (1.25 )     (0.05 )     (0.02 )     (0.29 )
From net realized gain     -       (2.98 )     (2.49 )     (1.39 )     (0.24 )     (4.01 )
Total distributions     (0.21 )     (4.14 )     (3.74 )     (1.44 )     (0.26 )     (4.30 )
                                                 
Redemption fee proceeds     -       -       - 3      - 3      - 3      - 3 
Net asset value, end of period   $ 45.25     $ 43.10     $ 40.20     $ 38.63     $ 33.34     $ 37.01  
                                                 
Total return4     5.47 %5     17.65 %     13.96 %     20.27 %     (9.20 )%     15.17 %
                                                 
Ratios and Supplemental Data:                                                
Net assets, end of period (in thousands)   $ 7,738,108     $ 7,558,760     $ 6,896,876     $ 7,009,178     $ 6,301,530     $ 8,394,402  
                                                 
Ratio of expenses to average net assets:                                                
Before fees waived and expenses absorbed     1.08 %6,7     1.09 %8     1.07 %8     1.08 %     1.09 %9     1.17 %10
After fees waived and expenses absorbed     1.05 %6,7     1.05 %8     1.06 %8     1.05 %     1.06 %9     1.14 %10
Ratio of net investment income (loss) to average net assets:                                                
Before fees waived and expenses absorbed     1.39 %6     1.95 %     2.26 %     1.89 %     0.46 %     (0.03 )%
After fees waived and expenses absorbed     1.42 %6     1.99 %     2.27 %     1.92 %     0.50 %     0.01 %
                                                 
Portfolio turnover rate     20 %5     23 %     10 %     14 %     20 %     20 %

 

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, tax, and interest expenses that rounds to 0.01% of average net assets.
8 Includes short sale dividend, tax, and interest expenses 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 year ended December 31, 2021, the expense ratio includes short sale dividend expense equal to 0.09%.

 

See accompanying Notes to Financial Statements.

13 

 

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, 2026

   

For the

Year Ended

December 31,

 
    (Unaudited)     2025     2024     2023     20221     20211  
Net asset value, beginning of period   $ 43.15     $ 40.25     $ 38.65     $ 33.35     $ 37.01     $ 35.98  
Income from Investment Operations:                                                
Net investment income (loss)2     0.33       0.88       0.96       0.72       0.22       0.02  
Net realized and unrealized gain (loss)     2.06       6.18       4.39       6.03       (3.61 )     5.33  
Total from investment operations     2.39       7.06       5.35       6.75       (3.39 )     5.35  
                                                 
Less Distributions:                                                
From net investment income     (0.21 )     (1.18 )     (1.26 )     (0.06 )     (0.03 )     (0.31 )
From net realized gain     -       (2.98 )     (2.49 )     (1.39 )     (0.24 )     (4.01 )
Total distributions     (0.21 )     (4.16 )     (3.75 )     (1.45 )     (0.27 )     (4.32 )
                                                 
Redemption fee proceeds     -       -       - 3      - 3      - 3      - 3 
Net asset value, end of period   $ 45.33     $ 43.15     $ 40.25     $ 38.65     $ 33.35     $ 37.01  
                                                 
Total return4     5.53 %5     17.68 %     14.06 %     20.33 %     (9.14 )%     15.24 %
                                                 
Ratios and Supplemental Data:                                                
Net assets, end of period (in thousands)   $ 4,676,567     $ 4,295,219     $ 3,590,773     $ 2,693,659     $ 2,258,987     $ 1,890,554  
                                                 
Ratio of expenses to average net assets:                                                
Before fees waived and expenses absorbed     1.06 %6,7     1.05 %8     1.03 %8     1.02 %     1.03 %9     1.12 %10
After fees waived and expenses absorbed     0.99 %6,7     0.99 %8     1.00 %8     0.99 %     1.00 %9     1.09 %10
Ratio of net investment income (loss) to average net assets:                                                
Before fees waived and expenses absorbed     1.41 %6     1.99 %     2.33 %     1.95 %     0.61 %     0.02 %
After fees waived and expenses absorbed     1.48 %6     2.05 %     2.36 %     1.98 %     0.64 %     0.06 %
                                                 
Portfolio turnover rate     20 %5     23 %     10 %     14 %     20 %     20 %

 

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, tax, and interest expenses that rounds to 0.01% of average net assets.
8 Includes short sale dividend, tax, and interest expenses 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 year ended December 31, 2021, the expense ratio includes short sale dividend expense equal to 0.10% of average net assets.

 

See accompanying Notes to Financial Statements.

14 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS

June 30, 2026 (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.

 

On July 15, 2025, the Board of Trustees approved an Agreement and Plan of Reorganization (the “Plan”) for the reorganization of the Centerstone Investors Fund, a series of Northern Lights Fund Trust III (the “Acquired Fund”), into the FPA Crescent Fund (the “Acquiring Fund”). The Plan provides for the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption of all of the liabilities of the Acquired Fund by the Acquiring Fund, and the distribution of the Acquiring Fund’s shares received by such Acquired Fund to its shareholders in complete liquidation of the Acquired Fund (the “Reorganization”). The Reorganization of the Acquired Fund generally is not expected to result in the recognition of gain or loss by the Acquired Fund or its shareholders for federal income tax purposes. The reorganization was effective as of the close of business on January 9, 2026.

 

The reorganization was accomplished by the following tax-free exchange in which each shareholder of the Fund received the same aggregate share net asset value as noted below:

 

Shares Issued   Net Assets  
Investor Class Shares     230,324     $ 10,161,899  
Institutional Class Shares     97,841       4,317,233  
Supra Institutional Class Shares     1,077,725       47,620,541  

 

The net unrealized appreciation of investments transferred was $16,812,886 as of the date of the acquisition.

 

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”.

 

The Fund is deemed to be an individual reporting segment and is not part of a consolidated reporting entity. The objective and strategy of the Fund is used by the Adviser to make investment decisions, and the results of the operations, as shown on the Statements of Operations and the financial highlights for the Fund is the information utilized for the day-to-day management of the Fund. The Fund is party to the expense agreements as disclosed in the Notes to the Financial Statements and there are no resources allocated to a Fund based on performance measurements. The management of the Fund’s Adviser is deemed to be the Chief Operating Decision Maker with respect to the Fund’s investment decisions.

 

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.

15 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

(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.

 

(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.

16 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

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.

 

(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.

17 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

 

(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

18 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

Investment in Public Equity (“PIPE”) share purchase commitments for the SPACs the Fund invested in as of June 30, 2026.

 

(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.

 

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.

19 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

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, 2026, 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 January 8, 2028. 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 January 8, 2028. 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 six-months ended June 30, 2026, the Adviser waived a portion of its advisory fees totaling $1,360,949.

 

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, 2026 are reported as Fund services fees on the Statement of Operations.

 

Distribution Services, LLC, 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 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, 2026, 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”) are reported on the Statement of Operations.

20 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (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, 2026, are reported on the Statement of Operations.

 

Note 4 –Redemption Liquidity Service Fees

The Fund may participate in “Liquidity Programs” or “Programs” offered by independent third-party service providers, which are designed to provide an alternative liquidity source when conducting normal business activities.

 

Under the programs, cash is provided to the Fund to meet net shareowner redemptions, manage and optimize portfolio composition, offset transaction costs, and/or more efficiently manage the portfolio. Following purchases of Fund shares, the programs then generally redeem those shares when the Fund experiences net sales, at the end of a maximum holding period ranging from 2 to 8 days or at other times at the discretion of the program or the Adviser.

 

During the period that a third party holds the Fund’s shares through a Program, the third party will have the same rights and privileges with respect to those shares as any other shareholder. A third party that invests in the Fund through a Program does so on an investment-blind basis without regard to the Fund’s objective, policies, or anticipated performance. The third party purchases shares of the Fund at net asset value and is not subject to the Fund’s investment minimums or the limitations noted under “Excessive Trading and Market Timing” section contained in the Prospectus.

 

For use of certain services, the Fund pays a fee calculated by applying a fee rate to the purchase amount determined through an automated daily auction. The current minimum fee rate is 0.14% of the value of the Fund shares purchased, 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, certain providers are prohibited from acquiring more than 3% of the outstanding voting securities of a Fund, while others are prohibited from acquiring more than 5%. The providers will periodically redeem their 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 these programs will have sufficient funds available to meet the Funds’ liquidity needs on a particular day. During the six-months ended June 30, 2026, the fees associated with these programs are disclosed in the Statement of Operations within redemption liquidity service fees.

 

Liquidity Program activity during the six months ended June 30, 2026 was as follows:

 

Shares Purchased     Value of Shares Purchased     Shares Redeemed     Value of Cash Redeemed     Value of Securities
Redeemed In-kind
    Total Value of Shares Redeemed     Gains on Securities
Redeemed In-Kind
 
  20,560,801     $ 903,190,676       (20,766,256 )   $ (42,520,987 )   $ (868,913,894 )   $ (911,434,881 )   $ 667,295,729  

21 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

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.

 

Note 6 – Federal Income Taxes

At June 30, 2026, gross unrealized appreciation/(depreciation) of investments, based on cost for federal income tax purposes were as follows:

 

Cost of investments   $ 9,341,557,174  
Gross unrealized appreciation   $ 3,339,360,391  
Gross unrealized depreciation     (326,906,197 )
Net unrealized appreciation/(depreciation)   $ 3,012,454,194  

 

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 six-months ended June 30, 2026, purchases, sales, and in-kind redemptions of investments, excluding short-term investments, were $1,581,492,043, $1,117,494,123, and $868,913,894, respectively.

 

Note 8 – Shareholder Servicing 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 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. For the six-months ended June 30, 2026, the Adviser reimbursed shareholder service fees of $191,076, $21,007, and $1,106,250 for Institutional Class shares, Investor Class shares, and Supra Institutional Class shares, respectively.

 

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.

22 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

As of June 30, 2026, 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   $ 21,844,968     $ (9,488,847 )   $ (1,092,248 )   $ 8,396,599     $ 1,092,248  

 

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, 2026, in valuing the Fund’s assets carried at fair value:

23 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

Investments   Level 1     Level 2     Level 3    

NAV as

Practical

Expedient*

    Total  
Convertible Bonds   $ -     $ 5,966,715     $ -     $ -     $ 5,966,715  
Corporate Bank Debt     -       3,409,727       64,034,347       -       67,444,074  
Corporate Bonds                                        
Communications     -       103,698,062       -       -       103,698,062  
Financials     -       2,555,650       -       -       2,555,650  
Closed-End Funds     -       -       5,469,607       -       5,469,607  
Common Stocks                                        
Aerospace & Defense     -       214,738,724       -       -       214,738,724  
Apparel & Textile Products     -       68,116,982       -       -       68,116,982  
Asset Management     79,948,108       -       -       -       79,948,108  
Banking     296,885,109       -       -       -       296,885,109  
Beverages     -       311,727,984       -       -       311,727,984  
Biotech & Pharma     -       77,976,962       -       -       77,976,962  
Cable & Satellite     206,758,923       -       -       -       206,758,923  
Chemicals     250,578,168       387,072,111       -       -       637,650,279  
Commercial Support Services     -       280,077,883       -       -       280,077,883  
Construction Materials     102,695,295       74,542,142       -       -       177,237,437  
E-Commerce Discretionary     193,387,884       -       -       -       193,387,884  
Electric Utilities     12,122,342       -       -       -       12,122,342  
Electrical Equipment     197,014,300       81,436,686       -       -       278,450,986  
Engineering & Construction     -       165,054,102       62,842,993       -       227,897,095  
Entertainment Content     -       -       7,581,469       -       7,581,469  
Food     162,695,072       173,990,153       -       -       336,685,225  
Health Care Facilities & Svcs     63,434,376       -       -       -       63,434,376  
Home Construction     129,191,668       -       -       -       129,191,668  
Household Products     -       644,622       -       -       644,622  
Institutional Financial Svcs     113,816,855       -       -       -       113,816,855  
Insurance     340,353,940       -       -       -       340,353,940  
Internet Media & Services     905,458,047       154,137,444       -       -       1,059,595,491  
Leisure Facilities & Services     110,298,182       -       -       -       110,298,182  
Machinery     48,178,429       108,886,466       -       -       157,064,895  
Medical Equipment & Devices     636,210,059       -       -       -       636,210,059  
Metals & Mining     47,785,538       161,822,772       -       -       209,608,310  
Oil & Gas Services & Equip     72,205,634       -       -       -       72,205,634  
Other Common Stock     5,075,690       4,540,806       -       -       9,616,496  
Reit     139,254,426       -       -       -       139,254,426  
Retail - Discretionary     213,773,102       -       -       -       213,773,102  
Semiconductors     551,903,208       -       -       -       551,903,208  
Software     88,605,226       21,095,102       -       -       109,700,328  
Specialty Finance     56,612,866       -       -       -       56,612,866  
Technology Hardware     29,707,623       72,488,748       -       -       102,196,371  
Technology Services     -       68,951,308       -       -       68,951,308  
Transportation Equipment     31,114,806       -       -       -       31,114,806  
Limited Partnerships     -       -       188,467,969       26,421,750       214,889,719  
Warrants     -       -       -       -       -  

24 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

 

Investments   Level 1     Level 2     Level 3    

NAV as

Practical

Expedient*

    Total  
Short-Term Investments     27,304,198       4,426,924,311       -       -       4,454,228,509  
    $ 5,112,369,074     $ 6,969,855,462     $ 328,396,385     $ 26,421,750     $ 12,437,042,671  
Securities Sold Short                                        
Common Stocks   $ (70,624,715 )   $ -     $ -     $ -     $ (70,624,715 )
Exchange-Traded Funds     (12,406,588 )     -       -       -       (12,406,588 )
    $ (83,031,303 )                           $ (83,031,303 )
Total Return Swaps   $ -     $ 10,493     $ -     $ -     $ 10,493  

 

* 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 at

December 31, 2025

   

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, 2026

 
Corporate Bank Debt   $ 47,084,267     $ -     $ -     $ 16,298,714     $ -     $ 651,366     $ -     $ 64,034,347  
Closed-End Funds     5,469,607       -       -       -       -       -       -       5,469,607  
Common Stocks     55,760,266       -       (42,508,832 )     64,825,530       -       -       (7,652,502 )     70,424,462  
Limited Partnerships     188,988,907       -       -       (607,080 )     86,142       -       -       188,467,969  
Warrants     -       -       -       -       -       -       -       -  
    $ 297,303,047     $ -     $ (42,508,832 )   $ 80,517,164     $ 86,142     $ 651,366     $ (7,652,502 )   $ 328,396,385  

 

The change in unrealized gains or losses attributable to Level 3 investments held at June 30, 2026 was $80,517,165.

 

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 no transfers for the six months ended June 30, 2026.

25 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

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, 2026.

 

Asset Class  

Fair Value

June 30, 2026

   

Valuation

Methodologies

 

Unobservable

Input

 

Input Range/

Value

   

Valuation

Weighted

Average of Input

   

Impact to

Valuation

From an Increase

in Input (1)

Corporate Bank Debt   $ 63,013,837     Pricing Model(2)   Quotes/Prices     $5.00 - $95.00     $ 95.35     Increase
      1,020,510     Third-Party Broker Quote (3)   Quotes/Prices   $ 95.00     $ 95.00     Increase
Closed End Funds     5,469,607     Pricing Model(4)   Last Reported Trade   $ 1.15     $ 1.15     Increase
Common Stocks - Long     -     Pricing Model(5)   Estimated Recovery Proceeds   $ 0.00     $ 0.00     Increase
      7,581,469     Most Recent Capitalization (Funding)(6)   Revenue Multiple   $ 228.84     $ 228.84     Increase
      62,842,993     Pricing Model(2)   Quotes/Prices   $ 24.90     $ 24.90     Increase
Limited Partnerships     165,330,373     Market Approach(7)   Shipping Broker Valuations     10% - 29%       28 %   Increase
      22,663,114     Adjusted NAV as Practical Expedient (8)   Quotes/Prices     33 %     33 %   Increase
      474,482     Discounted NAV(9)   Market Discount     10 %     10 %   Decrease
Warrants     -     Asset Approach(10)   Estimated Recovery Proceeds   $ 0.00     $ 0.00     Increase

 

(1) This column represents the directional change in the fair value of the Level 3 investments that would results from an increase to the corresponding unobservable input. A decrease to the unobversable input would have the opposite effect.
(2) The Pricing Model technique for Level 3 securities involves recently quoted prices of the security.
(3) The Third Party Broker Quote technique involves obtaining an independent third-party broker quote for the security.
(4) The Pricing Model technique for Level 3 securities involves the last reported trade in the security.
(5) The Pricing Model technique for Level 3 securities involves the issuance of non-tradable rights with no set exercise date.
(6) The fair value of the investment is based on capital funding terms and discounted based 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.
(7) 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.
(8) The NAV provided by the general partner has been adjusted for the market price change of the underlying security subsequent to the March 31, 2026 NAV.
(9) The NAV provided by the general partner has been discounted for the possible impact from various exit strategies under consideration by the general partner.
(10) The Asset Approach technique for Level 3 securities involves the projected value of warrants that are pending cancellation.

 

The following is the fair value measurement of investments that are valued at NAV per share (or its equivalent) as a practical expedient:

 

Limited Partnerships   Investment Strategy   Value     Unfunded Commitments     Redemption Frequency   Redemption Notice Period   Lock Up Period
Jett Texas LLC   Long-term Equity   $ 26,421,750     $         -     Closed End Fund   N/A   N/A
        $ 26,421,750     $ -              

 

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.

26 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

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, 2026 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   $ 10,493     Unrealized depreciation on open swap contracts   $ -  

 

The effects of derivative instruments on the Statement of Operations for the six months ended June 30, 2026, are as follows:

 

    Derivatives not designated as hedging instruments  
   

Equity

Contracts

    Total  
Realized Gain (Loss) on Derivatives                
Swap contracts   $ (1,444,553 )   $ (1,444,553 )

 

   

Equity

Contracts

    Total  
Net Change in Unrealized Appreciation/Depreciation on Derivatives                
Swap contracts   $ 792,321     $ 792,321  

 

The notional amount is included on the Schedule of Investments. The quarterly average volumes of derivative instruments as of June 30, 2026 are as follows:

 

Derivatives not designated
as hedging instruments
             
Equity contracts   Swap contracts   Notional amount   $ 17,193,064  

 

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.

27 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

The 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:

 

             

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   $ 10,493     $ -     $ -     $ 10,493  

 

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, 2026 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, 2025

   

Beginning Value

December 31, 2025

    Purchases at Cost    

Proceeds from

Sales

   

Net Realized

Gain (Loss) on

Sales Affiliated

Investment

 
Azelis Group N.V.     16,929,662     $ 184,966,854     $ 30,633,431     $ -     $ -  
FPS Holdco LLC     2,073,734       154,474,796       -       -       -  
FPS Shelby Holdco I LLC     107,799       10,276,468       -       -       -  
Lealand Finance Company B.V. Senior Exit LC 3.500%, 6/30/2027     21,844,968       (5,461,242 )     -       -       -  
Lealand Reficar LC Term Loan, 11.494% (3-Month Term SOFR+750 basis points), 6/30/2027     602,758       530,427       35,191       -       -  
McDermott International, Ltd.     2,851,885       42,778,275       -       (7,652,502 )     (42,508,832 )
McDermott LC, 7.953% (3-Month Term SOFR+426.16 basis points), 6/30/2027     26,500,921       19,875,691       -       -       -  
McDermott Technology Americas, Inc., 6.758% (1-Month Term SOFR+300 basis points), 6/30/2027     1,074,221       880,861       -       -       -  
McDermott Technology Americas, Inc., 7.759% (1-Month Term SOFR+400 basis points), 12/31/2027     40,595,493       31,258,530       616,175       -       -  
Sound Holding FP     1,146,250       -       -       -       -  
U.S. Farming Realty Trust II LP     120,000       479,299       -       -       -  
            $ 440,059,959     $ 31,284,797     $ (7,652,502 )   $ (42,508,832 )

28 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (Unaudited)

 

 

Security Description - Continued  

Accretion of

Discount

(Amortization of

Premium) and

Return of Capital

   

Change in

Unrealized

Appreciation

(Depreciation)

   

Transfer In

(Out)

   

Ending Value

June 30, 2026

   

Shares as of

June 30, 2026

   

Income from

Affiliated

Investments

 
Azelis Group N.V.   $         -     $ (114,818 )   $       -     $ 215,485,467       20,235,939     $ 5,208,795  
FPS Holdco LLC     -       1,961,109       -       156,435,905       2,073,734       -  
FPS Shelby Holdco I LLC     -       (1,382,000 )     -       8,894,468       107,799       1,372,000  
Lealand Finance Company B.V. Senior Exit LC 3.500%, 6/30/2027     -       4,368,994       -       (1,092,248 )     21,844,968       402,093  
Lealand Reficar LC Term Loan, 11.494% (3-Month Term SOFR+750 basis points), 6/30/2027     -       8,536       -       574,154       637,949       34,951  
McDermott International, Ltd.     -       70,226,052       -       62,842,993       2,523,815       -  
McDermott LC, 7.953% (3-Month Term SOFR+426.16 basis points), 6/30/2027     -       4,505,156       -       24,380,847       26,500,921       1,064,518  
McDermott Technology Americas, Inc., 6.758% (1-Month Term SOFR+300 basis points), 6/30/2027     -       139,649       -       1,020,510       1,074,221       36,621  
McDermott Technology Americas, Inc., 7.759% (1-Month Term SOFR+400 basis points), 12/31/2027     -       7,276,379       -       39,151,084       41,211,668       1,598,166  
Sound Holding FP     -       -       -       -       1,146,250       -  
U.S. Farming Realty Trust II LP     -       (4,817 )     -       474,482       120,000       -  
Total   $ -     $ 86,984,240     $ -     $ 508,167,662             $ 9,717,144  

 

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.

 

As of June 30, 2026, 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   $ -     $ 5,469,607       0.04 %
Cornerstone OnDemand, Inc., 7.744% (1-Month Term SOFR+375 basis points), 10/16/2028    12/7/2022     2,474,048       1,542,149       0.01 %
Epic Games, Inc.   6/25/2020     19,049,750       7,581,469       0.06 %
Footpath Ventures SPV IV LP   9/24/2021     16,048,693       22,663,114       0.18 %
FPS Holdco LLC   10/17/2018     49,268,895       156,435,905       1.26 %
FPS Shelby Holdco I LLC   2/4/2020     11,073,935       8,894,468       0.07 %
Jett Texas LLC   12/2/2024     22,500,000       26,421,750       0.21 %
Lealand Finance Company B.V. Senior Exit LC, 3.500%  6/30/2027    11/12/2019     (9,488,847 )     (1,092,248 )     -0.01 %
Lealand Reficar LC Term Loan, 11.494% (3-Month Term SOFR+750 basis points), 6/30/2027    4/5/2024     637,949       574,154       0.00 %
McDermott International, Ltd.   7/1/2020     6,539,114       62,842,993       0.50 %
McDermott LC, 7.953% (3-Month Term SOFR+426.16 basis points), 6/30/2027    12/31/2020     26,500,949       24,380,847       0.20 %
McDermott Technology Americas, Inc., 6.758% (1-Month Term SOFR+300 basis points), 6/30/2027    7/1/2020     1,074,192       1,020,510       0.01 %
McDermott Technology Americas, Inc., 7.759% (1-Month Term SOFR+400 basis points), 12/31/2027    7/1/2020     51,362,523       39,151,084       0.32 %
Pershing Square SPARC Holdings, Ltd.   6/12/2026     -       -       0.00 %
Pershing Square Tontine Holdings Ltd.   7/26/2022     -       -       0.00 %
Sound Holding FP   10/7/2013     -       -       0.00 %
U.S. Farming Realty Trust II LP   12/24/2012     -       474,482       0.01 %
Vision Solutions, Inc., 7.928% (3-Month Term SOFR+400 basis points), 4/24/2028   12/7/2022     2,285,731       1,867,578       0.01 %
        $ 199,326,932     $ 358,227,862       2.87 %

29 

 

FPA Crescent Fund

NOTES TO FINANCIAL STATEMENTS - Continued

June 30, 2026 (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, tariffs, 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

In the reporting period, the Fund adopted FASB Accounting Standards Update 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures (ASU 2023-09), which enhances income tax disclosures, including disclosure of income taxes paid disaggregated by jurisdiction. Adoption of the new standard did not materially impact financial statement disclosures and did not affect the Fund’s financial position or the results of its operations.

 

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)

(Investor Class: FFIRX)

 

SEMI-ANNUAL FINANCIALS AND OTHER INFORMATION

JUNE 30, 2026

 

 

FPA Flexible Fixed Income Fund

A series of Investment Managers Series Trust III

 

Table of Contents

 

Please note the Financials and Other Information only contains Items 7-11 required in Form N-CSR. All other required items will be filed with the SEC.

 

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 23

 

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

 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS

As of June 30, 2026 (Unaudited)

 

 

Principal            
Amount         Value  
        BONDS & DEBENTURES — 91.1%        
        ASSET-BACKED SECURITIES — 16.9%        
        AUTO — 3.4%        
        Ally Auto Receivables Trust        
$ 931,000     Series 2023-1, Class A4, 5.270%, 11/15/2028   $ 937,337  
        BMW Vehicle Owner Trust        
  701,000     Series 2023-A, Class A4, 5.250%, 11/26/2029     705,579  
        CarMax Auto Owner Trust        
  2,027,000     Series 2023-2, Class A4, 5.010%, 11/15/2028     2,035,082  
  904,000     Series 2023-1, Class A4, 4.650%, 1/16/2029     905,306  
  2,146,000     Series 2023-3, Class A4, 5.260%, 2/15/2029     2,161,327  
        Ford Credit Auto Owner Trust        
  1,343,000     Series 2023-A, Class A4, 4.560%, 12/15/2028     1,344,424  
  734,000     Series 2023-B, Class A4, 5.060%, 2/15/2029     737,806  
        GM Financial Consumer Automobile Receivables Trust        
  1,424,000     Series 2023-3, Class A4, 5.340%, 12/18/2028     1,435,711  
        GM Financial Revolving Receivables Trust        
  3,383,000     Series 2021-1, Class A, 1.170%, 6/12/2034(a)     3,364,284  
  5,133,000     Series 2023-1, Class A, 5.120%, 4/11/2035(a)     5,182,318  
  1,403,000     Series 2023-2, Class A, 5.770%, 8/11/2036(a)     1,441,049  
  8,349,000     Series 2024-1, Class A, 4.980%, 12/11/2036(a)     8,450,458  
        Hyundai Auto Receivables Trust        
  1,112,000     Series 2023-B, Class A4, 5.310%, 8/15/2029     1,120,409  
        Mercedes-Benz Auto Receivables Trust        
  816,000     Series 2023-1, Class A4, 4.310%, 4/16/2029     816,028  
  1,038,000     Series 2024-1, Class A4, 4.790%, 7/15/2031     1,042,602  
        Nissan Auto Receivables Owner Trust        
  1,485,000     Series 2023-A, Class A4, 4.850%, 6/17/2030     1,490,035  
        Porsche Financial Auto Securitization Trust        
  1,721,000     Series 2023-1A, Class A4, 4.720%, 6/23/2031(a)     1,724,166  
        SFS Auto Receivables Securitization Trust        
  919,000     Series 2023-1A, Class A4, 5.470%, 12/20/2029(a)     925,919  
  1,665,000     Series 2026-1A, Class A4, 4.070%, 1/20/2032(a)     1,635,230  
  1,051,000     Series 2026-2A, Class A4, 4.690%, 5/20/2033(a)     1,057,024  
        Toyota Auto Loan Extended Note Trust        
  5,017,000     Series 2022-1A, Class A, 3.820%, 4/25/2035(a)     4,995,403  
  4,553,000     Series 2023-1A, Class A, 4.930%, 6/25/2036(a)     4,588,278  
  8,239,000     Series 2024-1A, Class A, 5.160%, 11/25/2036(a)     8,379,490  
  6,203,000     Series 2026-1A, Class A, 4.580%, 4/25/2039(a)     6,192,151  
        Toyota Auto Receivables Owner Trust        
  1,343,000     Series 2023-A, Class A4, 4.420%, 8/15/2028     1,343,535  
  1,973,000     Series 2023-B, Class A4, 4.660%, 9/15/2028     1,978,138  
  2,714,000     Series 2023-C, Class A4, 5.010%, 2/15/2029     2,735,248  
        Volkswagen Auto Loan Enhanced Trust        
  1,181,000     Series 2023-1, Class A4, 5.010%, 1/22/2030     1,185,680  
        World Omni Auto Receivables Trust        

1 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal            
Amount         Value  
        BONDS & DEBENTURES (Continued)        
        ASSET-BACKED SECURITIES (Continued)        
        AUTO (Continued)        
$ 1,251,000     Series 2023-A, Class A4, 4.660%, 5/15/2029   $ 1,252,686  
  2,055,000     Series 2023-B, Class A4, 4.680%, 5/15/2029     2,058,478  
  1,107,000     Series 2023-C, Class A4, 5.030%, 11/15/2029     1,112,534  
              74,333,715  
        COLLATERALIZED LOAN OBLIGATION — 1.6%        
        Barings Middle Market Ltd.        
  1,460,000     Series 2021-IA, Class D, 12.587% (3-Month Term SOFR+891.161 basis points), 7/20/2033(a),(b)     1,450,376  
        Cerberus Loan Funding LLC        
  5,057,000     Series 2023-2A, Class A1, 6.223% (3-Month Term SOFR+255 basis points), 7/15/2035(a),(b)     5,071,979  
  5,734,000     Series 2023-4A, Class A, 6.098% (3-Month Term SOFR+242.5 basis points), 10/15/2035(a),(b)     5,772,808  
        Fortress Credit Opportunities Ltd.        
  3,916,143     Series 2017-9A, Class A1TR, 5.485% (3-Month Term SOFR+181.161 basis points), 10/15/2033(a),(b)     3,919,272  
  8,814,000     Series 2017-9A, Class ER, 11.995% (3-Month Term SOFR+832.161 basis points), 10/15/2033(a),(b)     8,760,208  
        Golub Capital Partners Ltd.        
  4,361,000     Series 2023-67A, Class A1, 6.148% (3-Month Term SOFR+250 basis points), 5/9/2036(a),(b)     4,369,892  
  5,388,000     Series 2019-46A, Class A1R, 5.485% (3-Month Term SOFR+181 basis points), 4/20/2037(a),(b)     5,392,202  
              34,736,737  
        EQUIPMENT — 6.9%        
        Avis Budget Rental Car Funding AESOP LLC        
  1,059,000     Series 2023-1A, Class A, 5.250%, 4/20/2029(a)     1,067,830  
  3,527,000     Series 2023-4A, Class A, 5.490%, 6/20/2029(a)     3,568,572  
  4,981,000     Series 2023-6A, Class A, 5.810%, 12/20/2029(a)     5,091,668  
  3,599,000     Series 2023-8A, Class A, 6.020%, 2/20/2030(a)     3,702,517  
  1,728,000     Series 2024-1A, Class A, 5.360%, 6/20/2030(a)     1,752,313  
  7,423,000     Series 2024-3A, Class A, 5.230%, 12/20/2030(a)     7,514,037  
  2,699,000     Series 2026-2A, Class A, 4.600%, 8/20/2032(a)     2,646,769  
        Barings Equipment Finance LLC        
  889,000     Series 2026-A, Class A4, 4.240%, 11/13/2045(a)     873,702  
        CNH Equipment Trust        
  581,000     Series 2022-B, Class A4, 3.910%, 3/15/2028     580,120  
  644,000     Series 2023-A, Class A4, 4.770%, 10/15/2030     645,830  
  1,805,000     Series 2023-B, Class A4, 5.460%, 3/17/2031     1,828,794  
  1,692,000     Series 2026-B, Class A4, 4.740%, 11/15/2033     1,698,594  

2 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        BONDS & DEBENTURES (Continued)        
        ASSET-BACKED SECURITIES (Continued)        
        EQUIPMENT (Continued)        
        Enterprise Fleet Financing        
$ 2,314,000     Series 2026-2, Class A4, 4.590%, 1/20/2033(a)   $ 2,309,608  
        Enterprise Fleet Financing LLC        
  336,538     Series 2022-3, Class A3, 4.290%, 7/20/2029(a)     336,591  
  1,870,053     Series 2023-1, Class A3, 5.420%, 10/22/2029(a)     1,873,914  
  1,297,419     Series 2022-4, Class A3, 5.650%, 10/22/2029(a)     1,298,521  
  3,800,000     Series 2023-2, Class A3, 5.500%, 4/22/2030(a)     3,824,022  
  3,748,000     Series 2023-3, Class A3, 6.410%, 6/20/2030(a)     3,822,706  
  1,693,000     Series 2024-4, Class A4, 4.700%, 6/20/2031(a)     1,695,632  
  3,339,000     Series 2025-4, Class A4, 4.280%, 6/20/2032(a)     3,301,736  
  4,003,000     Series 2026-1, Class A4, 4.290%, 9/20/2032(a)     3,965,444  
        Ford Credit Floorplan Master Owner Trust        
  10,771,000     Series 2018-4, Class A, 4.060%, 11/15/2030     10,669,879  
  6,057,000     Series 2024-2, Class A, 5.240%, 4/15/2031(a)     6,172,058  
  3,949,000     Series 2024-4, Class A, 4.400%, 9/15/2031(a)     3,928,950  
  4,498,000     Series 2026-2, Class A, 4.600%, 5/15/2033     4,501,945  
        GMF Floorplan Owner Revolving Trust        
  2,130,000     Series 2023-2, Class A, 5.340%, 6/15/2030(a)     2,161,982  
  6,852,000     Series 2024-2A, Class A, 5.060%, 3/15/2031(a)     6,941,572  
  3,076,000     Series 2026-2A, Class A, 4.770%, 5/16/2033(a)     3,098,044  
        GreatAmerica Leasing Receivables Funding LLC        
  1,675,000     Series 2023-1, Class A4, 5.060%, 3/15/2030(a)     1,684,324  
  1,385,000     Series 2025-2, Class A4, 4.290%, 9/15/2032(a)     1,371,463  
  1,183,000     Series 2026-1, Class A4, 4.960%, 5/16/2033(a)     1,192,932  
        Hertz Vehicle Financing LLC        
  3,489,000     Series 2022-2A, Class A, 2.330%, 6/26/2028(a)     3,422,887  
        John Deere Owner Trust        
  1,372,000     Series 2023-A, Class A4, 5.010%, 12/17/2029     1,375,596  
  1,203,000     Series 2023-B, Class A4, 5.110%, 5/15/2030     1,208,857  
  1,664,000     Series 2023-C, Class A4, 5.390%, 8/15/2030     1,677,818  
        Kubota Credit Owner Trust        
  1,359,000     Series 2023-2A, Class A4, 5.230%, 6/15/2028(a)     1,366,124  
  876,000     Series 2023-1A, Class A4, 5.070%, 2/15/2029(a)     878,444  
        M&T Equipment Notes        
  1,028,000     Series 2023-1A, Class A4, 5.750%, 7/15/2030(a)     1,033,502  
  2,469,000     Series 2024-1A, Class A4, 4.940%, 8/18/2031(a)     2,479,063  
        MMAF Equipment Finance LLC        
  2,626,000     Series 2023-A, Class A4, 5.500%, 12/13/2038(a)     2,658,887  
  736,000     Series 2020-A, Class A5, 1.560%, 10/9/2042(a)     718,430  
  5,085,000     Series 2024-A, Class A4, 5.100%, 7/13/2049(a)     5,160,430  
  4,370,000     Series 2025-A, Class A4, 5.020%, 6/13/2050(a)     4,416,233  
  4,330,000     Series 2025-B, Class A4, 4.290%, 9/13/2050(a)     4,266,363  

3 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        BONDS & DEBENTURES (Continued)        
        ASSET-BACKED SECURITIES (Continued)        
        EQUIPMENT (Continued)        
        Verizon Master Trust        
$ 8,097,000     Series 2023-6, Class A, 5.350%, 9/22/2031(a)   $ 8,247,631  
  10,281,000     Series 2024-2, Class A, 4.830%, 12/22/2031(a)     10,366,424  
  4,579,000     Series 2024-7, Class A, 4.350%, 8/20/2032(a)     4,549,396  
        Volvo Financial Equipment LLC        
  812,000     Series 2025-2A, Class A4, 4.060%, 6/15/2033(a)     801,341  
              149,749,495  
        OTHER — 5.0%        
        American Tower Trust 1        
  8,058,000     5.490%, 3/15/2028(a)     8,108,910  
        Brazos Securitization LLC        
  570,580     5.014%, 9/1/2031(a)     574,177  
        Centerpoint Energy Restoration Bond Co. II LLC        
  9,713,425     4.255%, 12/15/2035     9,545,751  
        Cleco Securitization II LLC        
  7,018,306     4.680%, 12/1/2036     6,958,149  
        Cleco Securitization LLC        
  1,156,698     4.016%, 3/1/2031     1,138,479  
        Consumers 2023 Securitization Funding LLC        
  2,542,000     5.210%, 9/1/2031     2,579,791  
        Diamond Infrastructure Funding LLC        
  512,000     Series 2021-1A, Class C, 3.475%, 4/15/2049(a)     506,323  
        Diamond Issuer LLC        
  1,718,000     Series 2021-1A, Class C, 3.787%, 11/20/2051(a)     1,673,677  
        DTE Electric Securitization Funding II LLC        
  2,451,758     5.970%, 3/1/2033     2,552,893  
        Duke Energy Carolinas Nc Storm Funding II LLC        
  5,175,000     4.226%, 7/1/2037     5,064,715  
        Golub Capital Partners Funding Ltd.        
  408,404     Series 2020-1A, Class A2, 3.208%, 1/22/2029(a)     394,459  
  280,987     Series 2020-1A, Class B, 4.496%, 1/22/2029(a)     267,234  
  1,705,123     Series 2021-1A, Class A2, 2.773%, 4/20/2029(a)     1,580,806  
  951,173     Series 2021-1A, Class B, 3.816%, 4/20/2029(a)     885,565  
  3,455,525     Series 2021-2A, Class A, 2.944%, 10/19/2029(a)     3,180,552  
  4,020,860     Series 2021-2A, Class B, 3.993%, 10/19/2029(a)     3,744,494  
        Hotwire Funding LLC        
  1,250,000     Series 2021-1, Class C, 4.459%, 11/20/2051(a)     1,243,999  
  1,385,000     Series 2023-1A, Class A2, 5.687%, 5/20/2053(a)     1,392,180  
        Kansas Gas Service Securitization I LLC        
  4,604,544     5.486%, 8/1/2032     4,701,800  
        Lightpath Fiber Issuer LLC        
  4,398,000     Series 2026-1A, Class A2, 5.597%, 3/25/2056(a)     4,394,291  

4 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
    Value  
        BONDS & DEBENTURES (Continued)        
        ASSET-BACKED SECURITIES (Continued)        
        OTHER (Continued)        
        MetroNet Infrastructure Issuer LLC        
$ 838,000     Series 2026-1A, Class C, 7.100%, 4/20/2056(a)   $ 840,683  
        Oklahoma Development Finance Authority        
  1,567,242     4.135%, 12/1/2033     1,558,450  
  603,655     4.285%, 2/1/2034     602,175  
  1,362,253     3.877%, 5/1/2037     1,334,863  
        PG&E Recovery Funding LLC        
  3,124,999     5.045%, 7/15/2032     3,183,593  
  4,262,916     4.838%, 6/1/2033     4,274,792  
        PG&E Wildfire Recovery Funding LLC        
  2,552,802     4.022%, 6/1/2031     2,503,079  
        SBA Tower Trust        
  1,380,000     1.631%, 11/15/2026(a)     1,361,608  
  1,767,000     2.328%, 1/15/2028(a)     1,695,545  
  1,049,000     6.599%, 1/15/2028(a)     1,060,091  
        SCE Recovery Funding LLC        
  13,270,000     4.453%, 3/15/2036     13,037,775  
        SpringCastle America Funding LLC        
  451,947     Series 2020-AA, Class A, 1.970%, 9/25/2037(a)     422,525  
        Texas Electric Market Stabilization Funding N LLC        
  4,713,287     4.265%, 8/1/2036(a)     4,632,677  
        Texas Natural Gas Securitization Finance Corp.        
  627,885     5.102%, 4/1/2035     636,334  
        VCP RRL Ltd.        
  506,500     Series 2021-1A, Class A, 2.152%, 10/20/2031(a)     482,303  
  824,295     Series 2021-1A, Class B, 2.848%, 10/20/2031(a)     743,649  
        Virginia Power Fuel Securitization LLC        
  8,504,000     4.877%, 5/1/2031     8,525,260  
        WEPCo Environmental Trust Finance LLC        
  712,490     Series 2021-1, Class A, 1.578%, 12/15/2035     628,885  
              108,012,532  
        TOTAL ASSET-BACKED SECURITIES        
        (Cost $365,998,333)     366,832,479  
        COMMERCIAL MORTGAGE-BACKED SECURITIES — 11.3%        
        AGENCY — 7.3%        
        Federal Home Loan Mortgage Corp.        
  784,000     Series K068, Class A2, 3.244%, 8/25/2027     774,179  
  1,135,000     Series K072, Class A2, 3.444%, 12/25/2027     1,119,780  
  3,064,000     Series K073, Class A2, 3.350%, 1/25/2028     3,017,058  
  1,691,000     Series K076, Class A2, 3.900%, 4/25/2028     1,674,977  
  377,000     Series K077, Class A2, 3.850%, 5/25/2028(b)     372,837  
  3,220,000     Series K079, Class A2, 3.926%, 6/25/2028     3,184,664  

5 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued)        
        AGENCY (Continued)        
$ 2,683,000     Series K080, Class A2, 3.926%, 7/25/2028(b)   $ 2,653,139  
  7,407,000     Series K081, Class A2, 3.900%, 8/25/2028(b)     7,317,737  
  5,016,000     Series K082, Class A2, 3.920%, 9/25/2028(b)     4,955,780  
  2,785,000     Series K083, Class A2, 4.050%, 9/25/2028(b)     2,758,197  
  7,311,000     Series K084, Class A2, 3.780%, 10/25/2028(b)     7,201,706  
  2,867,000     Series K085, Class A2, 4.060%, 10/25/2028(b)     2,840,238  
  3,232,000     Series K089, Class A2, 3.563%, 1/25/2029     3,163,165  
  509,000     Series K088, Class A2, 3.690%, 1/25/2029     499,606  
  5,136,000     Series K090, Class A2, 3.422%, 2/25/2029     4,998,228  
  2,866,000     Series K091, Class A2, 3.505%, 3/25/2029     2,789,104  
  669,000     Series K092, Class A2, 3.298%, 4/25/2029     648,816  
  548,189     Series K093, Class A2, 2.982%, 5/25/2029     528,152  
  10,160,420     Series K095, Class A2, 2.785%, 6/25/2029     9,689,946  
  10,437,000     Series K094, Class A2, 2.903%, 6/25/2029     9,999,409  
  5,934,750     Series K097, Class A2, 2.508%, 7/25/2029     5,612,485  
  13,412,000     Series K096, Class A2, 2.519%, 7/25/2029     12,705,118  
  2,622,000     Series K099, Class A2, 2.595%, 9/25/2029     2,474,676  
  6,883,000     Series K101, Class A2, 2.524%, 10/25/2029     6,477,346  
  4,314,000     Series K102, Class A2, 2.537%, 10/25/2029     4,071,362  
  6,001,000     Series K103, Class A2, 2.651%, 11/25/2029     5,663,110  
  894,000     Series K107, Class A2, 1.639%, 1/25/2030     817,383  
  449,000     Series K105, Class A2, 1.872%, 1/25/2030     410,501  
  1,718,000     Series K106, Class A2, 2.069%, 1/25/2030     1,582,544  
  2,381,000     Series K104, Class A2, 2.253%, 1/25/2030     2,223,529  
  1,265,000     Series K108, Class A2, 1.517%, 3/25/2030     1,142,102  
  8,157,000     Series K751, Class A2, 4.412%, 3/25/2030     8,140,490  
  1,920,000     Series K109, Class A2, 1.558%, 4/25/2030     1,729,739  
  2,981,000     Series K151, Class A3, 3.511%, 4/25/2030     2,880,186  
  258,000     Series K111, Class A2, 1.350%, 5/25/2030     230,059  
  1,407,000     Series K114, Class A2, 1.366%, 6/25/2030     1,250,420  
  564,000     Series K116, Class A2, 1.378%, 7/25/2030     500,885  
  2,774,000     Series K752, Class A2, 4.284%, 7/25/2030     2,753,083  
  9,296,000     Series K117, Class A2, 1.406%, 8/25/2030     8,251,937  
  2,108,000     Series K120, Class A2, 1.500%, 10/25/2030     1,867,702  
  11,142,000     Series K754, Class A2, 4.940%, 11/25/2030(b)     11,331,120  
        Freddie Mac Multifamily Structured Pass-Through Certificates        
  2,550,000     Series K100, Class A2, 2.673%, 9/25/2029     2,415,434  
  695,000     Series K110, Class A2, 1.477%, 4/25/2030     625,203  
  1,000,000     Series K113, Class A2, 1.341%, 6/25/2030     891,118  
  1,978,000     Series K115, Class A2, 1.383%, 6/25/2030     1,761,563  
              157,995,813  

6 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued)        
        AGENCY STRIPPED — 0.0%        
        Government National Mortgage Association        
$ 1,222,275     Series 2015-19, Class IO, 0.292%, 1/16/2057(b)   $ 14,743  
  706,383     Series 2015-7, Class IO, 0.488%, 1/16/2057(b)     14,840  
  1,603,787     Series 2020-43, Class IO, 1.239%, 11/16/2061(b)     131,081  
  2,319,192     Series 2020-71, Class IO, 1.056%, 1/16/2062(b)     141,704  
  4,659,880     Series 2020-75, Class IO, 0.877%, 2/16/2062(b)     259,111  
  3,251,111     Series 2020-42, Class IO, 0.939%, 3/16/2062(b)     206,390  
              767,869  
        NON-AGENCY — 4.0%        
        Arbor Multifamily Mortgage Securities Trust        
  6,960,000     Series 2020-MF1, Class A5, 2.756%, 5/15/2053(a)     6,484,427  
        Arbor Realty Commercial Real Estate Notes Ltd.        
  840,273     Series 2022-FL1, Class A, 5.043% (30-Day SOFR Average+145 basis points), 1/15/2037(a),(b)     840,273  
        BANK5        
  5,385,000     Series 2025-5YR18, Class A3, 5.145%, 12/15/2058     5,417,593  
        BBCMS Mortgage Trust        
  1,000,000     Series 2025-5C34, Class A3, 5.659%, 5/15/2058     1,025,511  
        BBCMS Trust        
  246,903     Series 2015-SRCH, Class A1, 3.312%, 8/10/2035(a)     243,892  
  2,296,000     Series 2025-5C36, Class A3, 5.517%, 8/15/2058     2,344,171  
        Benchmark Mortgage Trust        
  2,591,000     Series 2024-V11, Class A3, 5.909%, 11/15/2057(b)     2,666,755  
        BMO Mortgage Trust        
  2,581,000     Series 2024-5C7, Class A3, 5.566%, 11/15/2057(b)     2,629,171  
  1,258,000     Series 2024-5C8, Class A3, 5.625%, 12/15/2057(b)     1,285,871  
  2,696,000     Series 2025-5C13, Class A3, 5.227%, 12/15/2058     2,720,644  
        BX Trust        
  5,125,000     Series 2019-OC11, Class A, 3.202%, 12/9/2041(a)     4,831,004  
        BXMT Ltd.        
  648,060     Series 2021-FL4, Class A, 5.051% (1-Month Term SOFR+141.448 basis points), 5/15/2038(a),(b)     648,131  
        CHI Commercial Mortgage Trust        
  7,209,000     Series 2025-SFT, Class A, 5.665%, 4/15/2042(a),(b)     7,280,654  
        Hudson Yards Mortgage Trust        
  1,100,000     Series 2025-SPRL, Class A, 5.649%, 1/13/2040(a),(b)     1,118,631  
        Manhattan West Mortgage Trust        
  4,991,000     Series 2020-1MW, Class A, 2.130%, 9/10/2039(a)     4,831,807  
        MF1 Ltd.        
  419,166     Series 2021-FL7, Class A, 4.832% (1-Month Term SOFR+119.448 basis points), 10/16/2036(a),(b)     419,424  
        Progress Residential Trust        

7 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued)        
        NON-AGENCY (Continued)        
$ 1,404,860     Series 2021-SFR11, Class A, 2.283%, 1/17/2039(a)   $ 1,322,450  
  3,723,669     Series 2021-SFR10, Class A, 2.393%, 12/17/2040(a)     3,514,668  
  2,099,679     Series 2024-SFR3, Class A, 3.000%, 6/17/2041(a)     1,992,634  
  9,769,610     Series 2024-SFR4, Class A, 3.100%, 7/17/2041(a)     9,269,761  
  1,827,622     Series 2024-SFR5, Class A, 3.000%, 8/17/2041(a)     1,721,978  
  7,289,248     Series 2025-SFR2, Class A, 3.305%, 4/17/2042(a)     6,879,488  
  2,751,000     Series 2025-SFR3, Class A, 3.390%, 7/17/2042(a)     2,590,526  
  2,561,000     Series 2025-SFR6, Class A, 4.000%, 12/17/2042(a)     2,457,071  
        ROCK Trust        
  4,311,000     Series 2024-CNTR, Class A, 5.388%, 11/13/2041(a)     4,354,971  
        SLG Office Trust        
  5,585,000     Series 2021-OVA, Class A, 2.585%, 7/15/2041(a)     4,977,296  
        WHARF Commercial Mortgage Trust        
  1,900,000     Series 2025-DC, Class A, 5.528%, 7/15/2040(a),(b)     1,917,874  
              85,786,676  
        TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES        
        (Cost $241,464,786)     244,550,358  
        CORPORATE BANK DEBT — 0.5%        
        Capstone Acquisition Holdings, Inc. Term Loan        
  1,814,476     8.244% (1-Month Term SOFR+460 basis points), 11/12/2029(b),(c),(d),(e)     1,849,296  
        JC Penney Corp., Inc.        
  464,034     5.568% (3-Month USD Libor+425 basis points), 6/23/2027*,(b),(c),(d),(e),(f)     47  
        Lealand Finance Company B.V. Senior Exit LC        
  341,263     4.750%, 6/30/2027(b),(c),(d),(e),(g),(h)     (17,063 )
        McDermott Technology Americas, Inc.        
  13,841     7.758% (1-Month Term SOFR+400 basis points), 12/31/2027(b),(c),(d),(e),(i)     13,149  
        WH Borrower LLC        
  8,266,201     8.142% (3-Month Term SOFR+450 basis points), 2/20/2032(b),(c),(e)     8,286,866  
        TOTAL CORPORATE BANK DEBT        
        (Cost $10,037,937)     10,132,295  
        CORPORATE BONDS — 2.7%        
        COMMUNICATIONS — 0.2%        
        DISH Network Corp.        
  2,000,000     11.750%, 11/15/2027(a)     2,055,140  
        Echostar Corp.        
  1,014,000     3.875%, 11/30/2030     3,166,215  
              5,221,355  
        CONSUMER DISCRETIONARY — 0.4%        
        Air Canada Pass-Through Trust        
  1,548,008     Series 2017-1, Class AA, 3.300%, 7/15/2031(a)     1,461,087  

8 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        CORPORATE BONDS (Continued)        
        CONSUMER DISCRETIONARY (Continued)        
        VT Topco, Inc.        
$ 5,947,000     8.500%, 8/15/2030(a)   $ 6,036,205  
              7,497,292  
        FINANCIALS — 2.1%        
        Apollo Debt Solutions BDC Senior Notes        
  3,644,000     8.620%, 9/28/2028(d),(e)     3,644,000  
        Blue Owl Credit Income Corp.        
  5,727,000     7.950%, 6/13/2028     5,921,391  
        Blue Owl Finance LLC        
  5,000,000     3.125%, 6/10/2031     4,385,515  
        Drawbridge Special Opportunities Fund LP        
  6,876,000     5.950%, 9/17/2030(a)     6,584,459  
        Five Point Operating Co. LP        
  400,000     8.000%, 10/1/2030(a)     409,344  
        Hlend Senior Notes        
  5,000,000     8.170%, 3/15/2028(d),(e)     5,000,000  
        HPS Corporate Lending Fund        
  2,981,000     6.750%, 1/30/2029     3,031,914  
        Midcap Financial Issuer Trust        
  10,563,000     6.500%, 5/1/2028(a)     10,548,653  
        Oaktree Strategic Credit Fund        
  4,032,000     8.400%, 11/14/2028     4,225,372  
        OCREDIT BDC Senior Notes        
  1,557,000     7.770%, 3/7/2029(d),(e)     1,557,000  
              45,307,648  
        TOTAL CORPORATE BONDS        
        (Cost $54,765,217)     58,026,295  
        RESIDENTIAL MORTGAGE-BACKED SECURITIES — 25.9%        
        AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 0.9%        
        Fannie Mae REMICS        
  9,403,032     Series 2026-21, Class A, 2.000%, 9/25/2045     8,385,127  
        Federal National Mortgage Association        
  812,457     Series 3810, Class PE, 4.000%, 2/15/2041     789,829  
  31,942     Series 2012-144, Class PD, 3.500%, 4/25/2042     31,505  
  8,740,506     Series 2024-70, Class EC, 3.000%, 11/25/2047     8,128,959  
        Freddie Mac REMICS        
  57,990     Series 4162, Class P, 3.000%, 2/15/2033     56,518  
        GS Mortgage-Backed Securities Trust        
  2,421,534     Series 2024-95, Class AB, 2.500%, 6/20/2045     2,211,602  
              19 603 540  

9 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal            
Amount         Value  
        AGENCY POOL ADJUSTABLE RATE — 0.8%        
        Fannie Mae Pool        
$ 311,712     1.732% (30-Day SOFR Average+211 basis points), 7/1/2051(b)   $ 283,719  
  2,495,313     1.966% (30-Day SOFR Average+207.481 basis points), 8/1/2051(b)     2,288,426  
  203,341     1.603% (30-Day SOFR Average+209.3 basis points), 9/1/2051(b)     183,801  
  1,361,466     1.956% (30-Day SOFR Average+212 basis points), 1/1/2052(b)     1,237,938  
  2,378,897     1.886% (30-Day SOFR Average+233.488 basis points), 4/1/2052(b)     2,159,070  
        Freddie Mac Non Gold Pool        
  899,332     1.668% (30-Day SOFR Average+213 basis points), 9/1/2051(b)     813,027  
  1,153,462     2.554% (30-Day SOFR Average+213 basis points), 3/1/2052(b)     1,065,277  
  774,016     2.513% (30-Day SOFR Average+214 basis points), 5/1/2052(b)     713,718  
  8,336,762     2.152% (30-Day SOFR Average+217.836 basis points), 7/1/2052(b)     7,579,831  
  1,026,626     3.313% (30-Day SOFR Average+222.213 basis points), 11/1/2052(b)     976,233  
  1,203,507     2.158% (30-Day SOFR Average+217.928 basis points), 5/1/2053(b)     1,094,437  
              18,395,477  
        AGENCY POOL FIXED RATE — 13.9%        
        Fannie Mae Pool        
  1,716,030     1.500%, 12/1/2035     1,540,320  
  2,169,905     1.000%, 4/1/2036     1,880,535  
  3,519,734     1.000%, 9/1/2036     3,040,603  
  2,183,901     1.000%, 11/1/2036     1,878,421  
  12,475,478     1.000%, 12/1/2036     10,730,578  
  645,911     1.000%, 12/1/2036     555,568  
  16,766,267     1.000%, 3/1/2037     14,421,230  
  1,566,035     2.000%, 6/1/2040     1,365,570  
  586,530     2.000%, 9/1/2040     510,922  
  638,854     2.000%, 10/1/2040     556,216  
  407,259     1.500%, 11/1/2040     344,444  
  3,490,853     2.000%, 11/1/2040     3,037,497  
  1,929,174     1.500%, 12/1/2040     1,630,356  
  2,417,920     2.000%, 12/1/2040     2,102,478  
  727,911     1.500%, 1/1/2041     614,701  
  2,636,451     1.500%, 2/1/2041     2,224,681  
  6,917,814     1.500%, 3/1/2041     5,833,422  
  258,056     1.500%, 4/1/2041     217,464  
  6,080,767     1.500%, 5/1/2041     5,116,857  
  1,474,232     2.500%, 5/1/2041     1,319,381  
  6,726,106     1.500%, 7/1/2041     5,649,550  
  879,922     2.000%, 7/1/2041     761,562  
  8,399,044     2.000%, 9/1/2041     7,301,860  
  6,804,350     1.500%, 10/1/2041     5,702,346  
  14,394,771     1.500%, 11/1/2041     12,055,377  
  2,900,925     1.500%, 11/1/2041     2,429,401  
  2,460,754     1.500%, 12/1/2041     2,059,309  

10 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
      RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)      
        AGENCY POOL FIXED RATE (Continued)        
$ 12,198,173     1.500%, 1/1/2042   $ 10,191,448  
  1,432,956     1.500%, 1/1/2042     1,197,147  
  2,619,783     1.500%, 2/1/2042     2,208,803  
  815,986     1.500%, 3/1/2042     683,806  
  2,612,987     1.500%, 3/1/2042     2,204,874  
  4,636,850     1.500%, 3/1/2042     3,891,914  
  6,896,957     1.500%, 3/1/2042     5,784,812  
  4,555,150     1.500%, 3/1/2042     3,808,774  
  8,510,296     1.500%, 3/1/2042     7,131,137  
  2,091,886     2.000%, 8/1/2042     1,806,431  
  7,070,516     2.000%, 8/1/2042     6,083,857  
  2,907,936     3.500%, 4/1/2044     2,715,072  
  4,605,469     4.000%, 6/1/2045     4,447,899  
  10,356,852     4.000%, 3/1/2046     10,006,790  
  977,923     4.000%, 7/1/2046     944,108  
  672,959     4.000%, 7/1/2046     643,928  
  1,112,070     4.000%, 10/1/2046     1,073,336  
  620,081     4.000%, 10/1/2046     598,960  
  935,641     4.000%, 3/1/2048     902,466  
  12,062,061     4.000%, 1/1/2049     11,634,361  
  4,921,882     4.500%, 1/1/2050     4,873,345  
  4,311,349     4.500%, 1/1/2050     4,269,210  
        Freddie Mac Pool        
  1,113,716     1.000%, 5/1/2036     964,221  
  771,160     1.000%, 7/1/2036     666,144  
  1,123,666     1.000%, 10/1/2036     972,714  
  2,507,693     2.000%, 6/1/2040     2,186,846  
  553,620     2.000%, 8/1/2040     482,490  
  336,083     4.000%, 10/1/2040     324,806  
  9,892,022     1.500%, 11/1/2040     8,366,524  
  300,848     4.000%, 11/1/2040     290,888  
  716,785     2.000%, 12/1/2040     622,821  
  471,161     1.500%, 2/1/2041     398,186  
  6,233,246     1.500%, 2/1/2041     5,259,312  
  4,104,382     1.500%, 3/1/2041     3,460,652  
  16,312,723     1.500%, 3/1/2041     13,753,511  
  3,626,337     1.500%, 4/1/2041     3,055,234  
  14,882,563     1.500%, 5/1/2041     12,521,047  
  11,734,008     1.500%, 6/1/2041     9,871,700  
  7,039,658     1.500%, 7/1/2041     5,912,084  
  7,112,253     1.500%, 8/1/2041     5,972,809  
  959,958     2.000%, 8/1/2041     829,876  
  4,465,408     1.500%, 9/1/2041     3,744,522  

11 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
        RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)        
        AGENCY POOL FIXED RATE (Continued)        
$ 3,097,305     1.500%, 10/1/2041   $ 2,593,672  
  505,425     1.500%, 11/1/2041     425,180  
  2,509,048     1.500%, 11/1/2041     2,099,675  
  7,829,387     1.500%, 12/1/2041     6,547,949  
  4,302,699     1.500%, 12/1/2041     3,627,851  
  625,575     1.500%, 1/1/2042     525,033  
  5,802,790     1.500%, 1/1/2042     4,863,125  
  4,587,745     1.500%, 4/1/2042     3,871,175  
  3,786,333     2.000%, 5/1/2042     3,267,503  
  2,554,983     2.000%, 8/1/2042     2,203,635  
  2,616,448     2.000%, 8/1/2042     2,262,198  
  6,138,713     4.500%, 12/1/2045     6,079,012  
              300,005,522  
        AGENCY STRIPPED — 0.0%        
        Fannie Mae Interest Strip        
  9,285     Series 284, Class 1, 0.000%, 7/25/2027     9,111  
                 
        NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 10.3%        
        GS Mortgage-Backed Securities Trust        
  4,282,010     Series 2021-PJ4, Class A8, 2.500%, 9/25/2051(a),(b)     3,827,016  
  6,077,245     Series 2021-PJ5, Class A8, 2.500%, 10/25/2051(a),(b)     5,426,980  
  5,749,311     Series 2021-PJ6, Class A8, 2.500%, 11/25/2051(a),(b)     5,119,271  
  1,763,028     Series 2021-INV1, Class A6, 2.500%, 12/25/2051(a),(b)     1,566,847  
  3,789,979     Series 2021-PJ7, Class A8, 2.500%, 1/25/2052(a),(b)     3,372,768  
  2,630,848     Series 2021-PJ10, Class A8, 2.500%, 3/25/2052(a),(b)     2,336,292  
  1,793,756     Series 2021-PJ11, Class A8, 2.500%, 4/25/2052(a),(b)     1,597,080  
  8,342,950     Series 2022-PJ1, Class A8, 2.500%, 5/28/2052(a),(b)     7,390,079  
  5,668,247     Series 2022-PJ2, Class A24, 3.000%, 6/25/2052(a),(b)     5,120,972  
  3,056,541     Series 2022-PJ3, Class A22, 2.500%, 8/25/2052(a),(b)     2,713,406  
  4,980,886     Series 2022-PJ3, Class A24, 3.000%, 8/25/2052(a),(b)     4,499,548  
  5,186,804     Series 2022-PJ4, Class A22, 2.500%, 9/25/2052(a),(b)     4,570,882  
  1,699,114     Series 2022-PJ4, Class A24, 3.000%, 9/25/2052(a),(b)     1,530,640  
  12,430,860     Series 2022-PJ5, Class A22, 2.500%, 10/25/2052(a),(b)     10,905,172  
  7,565,821     Series 2022-PJ6, Class A15, 2.500%, 1/25/2053(a),(b)     6,680,735  
        J.P. Morgan Mortgage Trust        
  4,852,897     Series 2021-4, Class A4, 2.500%, 8/25/2051(a),(b)     4,361,385  
  504,067     Series 2021-5, Class A4, 2.500%, 8/25/2051(a),(b)     453,391  
  13,435,843     Series 2021-6, Class A4, 2.500%, 10/25/2051(a),(b)     12,028,620  
  5,503,057     Series 2021-7, Class A4, 2.500%, 11/25/2051(a),(b)     4,919,167  
  2,108,741     Series 2021-10, Class A4A, 2.000%, 12/25/2051(a),(b)     1,837,867  
  7,095,805     Series 2021-10, Class A4, 2.500%, 12/25/2051(a),(b)     6,317,230  
  1,839,734     Series 2021-8, Class A4, 2.500%, 12/25/2051(a),(b)     1,644,914  

12 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
    Value  
        RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)        
        NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION (Continued)        
$ 1,416,225     Series 2021-INV3, Class A3, 2.500%, 12/25/2051(a),(b)   $ 1,262,405  
  2,557,919     Series 2021-11, Class A4A, 2.000%, 1/25/2052(a),(b)     2,225,989  
  9,379,807     Series 2021-11, Class A4, 2.500%, 1/25/2052(a),(b)     8,371,808  
  815,711     Series 2021-INV7, Class A3A, 2.500%, 2/25/2052(a),(b)     728,226  
  9,090,865     Series 2021-13, Class A4, 2.500%, 4/25/2052(a),(b)     8,124,133  
  5,934,057     Series 2021-15, Class A4, 2.500%, 6/25/2052(a),(b)     5,270,489  
  21,126,622     Series 2022-1, Class A4, 2.500%, 7/25/2052(a),(b)     18,734,099  
  3,007,243     Series 2022-3, Class A4A, 2.500%, 8/25/2052(a),(b)     2,667,763  
  4,117,605     Series 2022-2, Class A4A, 2.500%, 8/25/2052(a),(b)     3,653,555  
  1,247,214     Series 2022-4, Class A4, 3.000%, 10/25/2052(a),(b)     1,124,645  
  103,749     Series 2022-8, Class A4A, 4.000%, 1/25/2053(a),(b)     98,139  
  378,918     Series 2024-7, Class A4, 3.000%, 4/25/2053(a),(b)     336,284  
  3,752,518     Series 2024-3, Class A4, 3.000%, 5/25/2054(a),(b)     3,384,371  
  4,070,556     Series 2025-1, Class A4, 3.655%, 1/25/2063(a),(b)     3,770,491  
        OBX Trust        
  13,172,352     Series 2021-J1, Class A4, 2.500%, 5/25/2051(a),(b)     11,782,503  
  1,801,214     Series 2021-J3, Class A4, 2.500%, 10/25/2051(a),(b)     1,605,785  
  6,003,681     Series 2022-J1, Class A3, 3.000%, 2/25/2052(a),(b)     5,404,696  
        Pretium Mortgage Credit Partners LLC        
  862,124     Series 2024-RPL1, Class A1, 3.900%, 10/25/2063(a),(b)     814,573  
        RCKT Mortgage Trust        
  8,071,971     Series 2021-2, Class A5, 2.500%, 6/25/2051(a),(b)     7,174,219  
  8,201,511     Series 2021-3, Class A5, 2.500%, 7/25/2051(a),(b)     7,337,482  
        Sequoia Mortgage Trust        
  2,274,880     Series 2021-4, Class A4, 2.500%, 6/25/2051(a),(b)     2,031,898  
  1,732,925     Series 2021-5, Class A5, 2.000%, 7/25/2051(a),(b)     1,514,583  
  924,226     Series 2021-5, Class A4, 2.500%, 7/25/2051(a),(b)     824,759  
  8,292,682     Series 2021-6, Class A4, 2.500%, 10/25/2051(a),(b)     7,366,452  
  3,541,420     Series 2021-9, Class A4, 2.500%, 1/25/2052(a),(b)     3,139,803  
  676,558     Series 2022-1, Class A4, 2.500%, 2/25/2052(a),(b)     598,959  
  7,855,045     Series 2025-S1, Class A4, 2.500%, 9/25/2054(a),(b)     6,943,555  
        Towd Point Mortgage Trust        
  61,291     Series 2018-2, Class A1, 3.250%, 3/25/2058(a),(b)     60,809  
  2,965,826     Series 2019-4, Class A1, 2.900%, 10/25/2059(a),(b)     2,834,579  
  497,387     Series 2020-4, Class A1, 1.750%, 10/25/2060(a)     451,553  
  1,360,327     Series 2023-1, Class A1, 3.750%, 1/25/2063(a)     1,293,312  
        Wells Fargo Mortgage Backed Securities        
  950,311     Series 2021-2, Class A3, 2.500%, 6/25/2051(a),(b)     844,830  
  394,764     Series 2022-1, Class A3, 2.500%, 8/25/2051(a),(b)     349,490  

13 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Principal
Amount
        Value  
      RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)      
        NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION (Continued)        
$ 2,042,985     Series 2022-2, Class A4, 2.500%, 12/25/2051(a),(b)   $ 1,804,689  
              222,151,188  
        TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES        
        (Cost $554,775,117)     560,164,838  
        U.S. TREASURY NOTES & BONDS — 33.8%        
        U.S. Treasury Note        
  31,841,000     3.500%, 11/30/2030     30,942,985  
  123,798,000     3.625%, 12/31/2030     120,874,944  
  178,681,000     3.750%, 1/31/2031     175,302,821  
  187,968,000     3.500%, 2/28/2031     182,446,440  
  3,470,000     3.875%, 3/31/2031     3,420,932  
  33,873,073     1.250%, 4/15/2031     32,815,843  
  188,831,000     3.875%, 4/30/2031     186,116,555  
        TOTAL U.S. TREASURY NOTES & BONDS        
        (Cost $742,711,015)     731,920,520  
        TOTAL BONDS & DEBENTURES        
        (Cost $1,969,752,405)     1,971,626,785  

 

Number      
of Shares            
      COMMON STOCKS — 0.1%      
        REAL ESTATE SERVICES — 0.0%        
  58,520     Copper Property CTL Pass Through Trust(e)     620,312  
        TELECOMMUNICATIONS — 0.0%        
  11,258     Uniti Group, Inc.*     129,129  
        TRANSPORTATION & LOGISTICS — 0.1%        
  75,292     PHI Group, Inc.(d),(e)     2,409,344  
        TOTAL COMMON STOCKS        
        (Cost $1,733,607)     3,158,785  
        PREFERRED STOCKS — 0.0%        
        INDUSTRIALS — 0.0%        
  72     Uniti Group, Inc. - Series A, 11.000%(d),(e)     71,820  
        TOTAL PREFERRED STOCKS        
        (Cost $148,804)     71,820  
        WARRANTS — 0.0%        
  2,193     Uniti Group, Inc. , Expiration Date: August 11, 2035*,(d),(e)     24,277  
        TOTAL WARRANTS        
        (Cost $0)     24,277  

14 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

Number            
of Shares         Value  
        SHORT-TERM INVESTMENTS — 7.9%        
        MONEY MARKET INVESTMENTS — 0.0%        
  227,461     Morgan Stanley Institutional Liquidity Treasury Portfolio - Institutional Class, 3.44%(j)   $ 227,461  

 

Principal            
Amount            
        TREASURY BILLS — 7.9%        
        U.S. Treasury Bill        
$ 15,486,000     3.64%, 7/2/2026(k)     15,484,458  
  87,513,000     3.61%, 7/9/2026(k)     87,443,767  
  68,418,000     3.60%, 7/16/2026(k)     68,317,070  
              171,245,295  
        TOTAL SHORT-TERM INVESTMENTS        
        (Cost $171,472,756)     171,472,756  
                 
        TOTAL INVESTMENTS — 99.1%        
        (Cost $2,143,107,572)     2,146,354,423  
        Other Assets in Excess of Liabilities — 0.9%     19,170,894  
        TOTAL NET ASSETS — 100.0%   $ 2,165,525,317  

 

BDC – Business Development Company

IO – Interest Only

LLC – Limited Liability Company

LP – Limited Partnership

 

* Non-income producing security.
(a) Security exempt from registration under Section 4(a)(2) and/or 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 $564,363,353, which represents 26.06% of Total 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) The value of these securities was determined using significant unobservable inputs. These are reported as Level 3 securities in the Fair Value Hierarchy.
(e) Restricted securities. These restricted securities, most of which are considered liquid by the Adviser, 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. The total value of these securities is $23,459,048, which represents 1.08% of Total Net Assets.
(f) Security is in default.

15 

 

FPA Flexible Fixed Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of June 30, 2026 (Unaudited)

 

 

(g) As of June 30, 2026, 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) The rate is the annualized seven-day yield at period end.
(k) 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, 2026 (Unaudited)

 

 

Assets:        
Investments, at value (cost $2,143,107,572)   $ 2,146,354,423  
Receivables:        
Investment securities sold     7,738,674  
Fund shares sold     2,112,137  
Dividends and interest     11,587,358  
Prepaid expenses     14,662  
Total assets     2,167,807,254  
         
Liabilities:        
Payables:        
Fund shares redeemed     1,029,137  
Advisory fees     706,511  
Shareholder servicing fees (Note 6)     303,636  
Fund services fees     168,804  
Shareholder reporting fees     24,565  
Legal fees     20,645  
Trustees' deferred compensation (Note 3)     13,634  
Auditing fees     6,001  
Chief Compliance Officer fees     799  
Trustees' fees and expenses     611  
Accrued other expenses     7,594  
Total liabilities     2,281,937  
Commitments and contingencies (Notes 3 and 8)        
Net Assets   $ 2,165,525,317  
         
Components of Net Assets:        
Capital Stock (no par value with an unlimited number of shares authorized)   $ 2,161,733,117  
Total distributable earnings (accumulated deficit)     3,792,200  
Net Assets   $ 2,165,525,317  
         
Maximum Offering Price per Share:        
Investor Class Shares:        
Net assets applicable to shares outstanding   $ 7,850,527  
Shares of beneficial interest issued and outstanding     769,649  
Redemption price per share   $ 10.20  
         
Institutional Class Shares:        
Net assets applicable to shares outstanding   $ 2,063,169,432  
Shares of beneficial interest issued and outstanding     201,915,223  
Redemption price per share   $ 10.22  
         
Advisor Class Shares:        
Net assets applicable to shares outstanding   $ 94,505,358  
Shares of beneficial interest issued and outstanding     9,255,186  
Redemption price per share   $ 10.21  

 

See accompanying Notes to Financial Statements.

17 

 

FPA Flexible Fixed Income Fund

STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2026 (Unaudited)

 

 

Investment income:        
Interest   $ 45,935,855  
Dividends     186,189  
Total investment income     46,122,044  
         
Expenses:        
Advisory fees     5,148,244  
Shareholder servicing fees - Investor Class (Note 6)     7,165  
Shareholder servicing fees - Institutional Class (Note 6)     982,677  
Shareholder servicing fees - Advisor Class (Note 6)     52,748  
Fund services fees     310,357  
Registration fees     114,800  
Shareholder reporting fees     81,162  
Legal fees     24,521  
Trustees' fees and expenses     23,250  
Miscellaneous     19,496  
Insurance fees     9,016  
Auditing fees     8,173  
Chief Compliance Officer fees     3,090  
Total expenses     6,784,699  
Advisory fees waived and shareholder servicing fees reimbursed (Note 3 and 6)     (1,054,176 )
Net expenses     5,730,523  
Net investment income (loss)     40,391,521  
         
Realized and Unrealized Gain (Loss):        
Net realized gain (loss) on:        
Investments     (627,730 )
Total realized gain (loss)     (627,730 )
Net change in unrealized appreciation (depreciation) on:        
Investments     (32,367,372 )
Net change in unrealized appreciation (depreciation)     (32,367,372 )
Net realized and unrealized gain (loss)     (32,995,102 )
         
Net Increase (Decrease) in Net Assets from Operations   $ 7,396,419  

 

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, 2026

(Unaudited)

   

For the

Year Ended

December 31, 2025

 
Increase (Decrease) in Net Assets from:                
Operations:                
Net investment income (loss)   $ 40,391,521     $ 68,648,376  
Total realized gain (loss) on investments     (627,730 )     6,710,124  
Net change in unrealized appreciation (depreciation) on investments     (32,367,372 )     36,262,391  
Net increase (decrease) in net assets resulting from operations     7,396,419       111,620,891  
                 
Distributions to Shareholders:                
Distributions:                
Investor Class     (115,123 )     (31,424 )
Institutional Class     (37,392,288 )     (64,794,783 )
Advisor Class     (1,677,977 )     (2,983,571 )
Total distributions to shareholders     (39,185,388 )     (67,809,778 )
                 
Capital Transactions:                
Net proceeds from shares sold:                
Investor Class     7,702,840       4,645,9671  
Institutional Class     370,854,134       856,771,446  
Advisor Class     35,384,822       45,297,587  
Reinvestment of distributions:                
Investor Class     115,123       31,424 1
Institutional Class     30,658,358       52,921,359  
Advisor Class     652,515       1,103,278  
Cost of shares redeemed:                
Investor Class     (3,197,001       (1,311,641 )1
Institutional Class     (171,019,941 )     (338,618,010 )
Advisor Class     (13,249,810       (40,378,436 )
Net increase (decrease) in net assets from capital transactions     257,901,040       580,462,974  
                 
Total increase (decrease) in net assets     226,112,071       624,274,087  
                 
Net Assets:                
Beginning of period     1,939,413,246       1,315,139,159  
End of period   $ 2,165,525,317     $ 1,939,413,246  
                 
Capital Share Transactions:                
Shares sold:                
Investor Class     743,168       447,667 1
Institutional Class     35,906,460       83,463,665  
Advisor Class     3,430,044       4,421,175  
Shares reinvested:                
Investor Class     11,215       3,030 1
Institutional Class     2,978,291       5,146,898  
Advisor Class     63,486       107,549  
Shares redeemed:                
Investor Class     (309,046       (126,385 )1
Institutional Class     (16,586,624 )     (33,054,153 )
Advisor Class     (1,290,832       (3,934,851 )
Net increase (decrease) in capital share transactions     24,946,162       56,474,595  

 

1 The Investor Class commenced operations on July 1, 2025. The data shown reflects operations for the period July 1, 2025 to December 31, 2025.

 

See accompanying Notes to Financial Statements.

19 

 

FPA Flexible Fixed Income Fund

FINANCIAL HIGHLIGHTS

Investor Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   

For the

Six Months

Ended

June 30, 2026

(Unaudited)

   

For the

Period Ended

December 31, 20251

 
Net asset value, beginning of period   $ 10.36     $ 10.27  
Income from Investment Operations:                
Net investment income (loss)2     0.19       0.21  
Net realized and unrealized gain (loss)     (0.15 )     0.10  
Total from investment operations     0.04       0.31  
                 
Less Distributions:                
From net investment income     (0.20 )     (0.22 )
Total distributions     (0.20 )     (0.22 )
Net asset value, end of period   $ 10.20     $ 10.36  
                 
Total return3     0.34 %     3.03 %4
                 
Ratios and Supplemental Data:                
Net assets, end of period (in thousands)   $ 7,851     $ 3,361  
                 
Ratio of expenses to average net assets:                
Before fees waived and expenses absorbed     0.81 %5     0.81 %5
After fees waived and expenses absorbed     0.65 %5     0.65 %5
Ratio of net investment income (loss) to average net assets:                
Before fees waived and expenses absorbed     3.67 %5     3.80 %5
After fees waived and expenses absorbed     3.82 %5     3.96 %5
                 
Portfolio turnover rate     31 %4     48 %5

 

1 The Investor Class commenced operations on July 1, 2025. The data shown reflects operations for the period July 1, 2025 to December 31, 2025.
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.

 

See accompanying Notes to Financial Statements.

20 

 

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, 2026

    For the Year Ended December 31,  
    (Unaudited)     2025     2024     2023     20221     20211  
Net asset value, beginning of period   $ 10.37     $ 10.08     $ 10.04     $ 9.68     $ 10.24     $ 10.29  
Income from Investment Operations:                                                
Net investment income (loss)2     0.20       0.44       0.50       0.50       0.29       0.20  
Net realized and unrealized gain (loss)     (0.16 )     0.28       0.02       0.34       (0.57 )     (0.02 )
Total from investment operations     0.04       0.72       0.52       0.84       (0.28 )     0.18  
                                                 
Less Distributions:                                                
From net investment income     (0.19 )     (0.43 )     (0.48 )     (0.48 )     (0.28 )     (0.20 )
From net realized gain     -       -       -       -       -       (0.03 )
Total distributions     (0.19 )     (0.43 )     (0.48 )     (0.48 )     (0.28 )     (0.23 )
Net asset value, end of period   $ 10.22     $ 10.37     $ 10.08     $ 10.04     $ 9.68     $ 10.24  
                                                 
Total return3     0.42 %     7.23 %     5.29 %     9.02 %     (2.82 )%     1.77 %
                                                 
Ratios and Supplemental Data:                                                
Net assets, end of period (in thousands)   $ 2,063,169     $ 1,862,957     $ 1,250,081     $ 908,830     $ 684,315     $ 666,786  
                                                 
Ratio of expenses to average net assets:                                                
Before fees waived and expenses absorbed     0.66 %4     0.63 %     0.62 %     0.63 %     0.67 %     0.71 %
After fees waived and expenses absorbed     0.55 %4     0.55 %     0.55 %5     0.54 %6     0.51 %     0.49 %
Ratio of net investment income (loss) to average net assets:                                                
Before fees waived and expenses absorbed     3.82 %4     4.16 %     4.83 %     4.97 %     2.75 %     1.69 %
After fees waived and expenses absorbed     3.92 %4     4.24 %     4.90 %     5.06 %     2.91 %     1.91 %
                                                 
Portfolio turnover rate     31 %7     48 %     58 %     55 %     31 %     35 %

 

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 Annualized.
5 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%.
6 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%.
7 Not annualized.

 

See accompanying Notes to Financial Statements.

21 

 

 

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, 2026

    For the Year Ended December 31,    

For the

Period Ended

December 31,

 
    (Unaudited)     2025     2024     2023     20221     20211,2  
Net asset value, beginning of period   $ 10.36     $ 10.07     $ 10.04     $ 9.68     $ 10.24     $ 10.32  
Income from Investment Operations:                                                
Net investment income (loss) 3     0.20       0.43       0.49       0.49       0.34       0.13  
Net realized and unrealized gain (loss)     (0.16 )     0.28       0.02       0.34       (0.63 )     (0.05 )
Total from investment operations     0.04       0.71       0.51       0.83       (0.29 )     0.08  
                                                 
Less Distributions:                                                
From net investment income     (0.19 )     (0.42 )     (0.48 )     (0.47 )     (0.27 )     (0.13 )
From net realized gain     -       -       -       -       -       (0.03 )
Total distributions     (0.19 )     (0.42 )     (0.48 )     (0.47 )     (0.27 )     (0.16 )
Net asset value, end of period   $ 10.21     $ 10.36     $ 10.07     $ 10.04     $ 9.68     $ 10.24  
                                                 
Total return4     0.39 %     7.22 %     5.16 %     8.86 %     (2.79 )%     0.85 %
                                                 
Ratios and Supplemental Data:                                                
Net assets, end of period (in thousands)   $ 94,505     $ 73,095     $ 65,058     $ 48,915     $ 1,083     $ 32  
                                                 
Ratio of expenses to average net assets:                                                
Before fees waived and expenses absorbed     0.68 %5     0.65 %     0.65 %     0.68 %     0.70 %     3.06 %5
After fees waived and expenses absorbed     0.60 %5     0.60 %     0.60 %6     0.59 %7     0.56 %     0.59 %5
Ratio of net investment income to average net assets:                                                
Before fees waived and expenses absorbed     3.80 %5     4.16 %     4.80 %     4.93 %     3.32 %     (0.69 )%5
After fees waived and expenses absorbed     3.87 %5     4.21 %     4.85 %     5.02 %     3.45 %     1.79 %5
                                                 
Portfolio turnover rate     31 %8     48 %     58 %     55 %     31 %     35 %5

 

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 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 0.604% of the average daily net assets. Prior to May 1, 2024, the limit of the annual operating expenses was 0.60%.
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 0.60% of the average daily net assets. Prior to May 1, 2023, the limit of the annual operating expenses was 0.57%.
8 Not annualized.

 

See accompanying Notes to Financial Statements.

22 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS

June 30, 2026 (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”.

 

The Fund is deemed to be an individual reporting segment and is not part of a consolidated reporting entity. The objective and strategy of the Fund is used by the Adviser to make investment decisions, and the results of the operations, as shown on the Statements of Operations and the financial highlights for the Fund is the information utilized for the day-to-day management of the Fund. The Fund is party to the expense agreements as disclosed in the Notes to the Financial Statements and there are no resources allocated to a Fund based on performance measurements. The management of the Fund’s Adviser is deemed to be the Chief Operating Decision Maker with respect to the Fund’s investment decisions.

 

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.

23 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (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 credit support. In addition, asset-backed securities are not backed by any governmental agency.

24 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (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 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 value 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.

25 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (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, 2026, 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.

26 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (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. In addition, 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%, 0.554%, and 0.654% of the Fund’s average daily net assets for the one-year period ending April 30, 2027, for the Advisor Class, Institutional Class, and Investor Class, respectively.

 

For the six months ended June 30, 2026, the Adviser waived a portion of its advisory fees totaling $593,865 for the Fund. 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, 0.74% of the average net assets of the Fund attributable to the Advisor Class, and 0.79% of the average net assets of the Fund attributable to the Investor 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, 2026   $ 316,675  
December 31, 2027     802,310  
December 31, 2028     1,331,221  
December 31, 2029     1,054,176  
Total   $ 3,504,382  

 

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, 2026, are reported as fund services fees on the Statement of Operations.

 

Distribution Services, LLC 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, 2026, 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”) 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.

27 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (Unaudited)

 

 

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, 2026 are reported on the Statement of Operations.

 

Note 4 – Federal Income Taxes

At June 30, 2026, gross unrealized appreciation/(depreciation) of investments, based on cost for federal income tax purposes were as follows:

 

Cost of investments   $ 2,143,108,213  
         
Gross unrealized appreciation   $ 20,474,401  
Gross unrealized depreciation     (17,228,191 )
         
Net unrealized appreciation   $ 3,246,210  

 

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, 2026, purchases and sales of investments, excluding short-term investments, were $894,944,393 and $584,551,511, respectively.

 

Note 6 – Shareholder Servicing 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%, 0.15%, and 0.25% of its average daily net assets attributable to Institutional Class, Advisor Class, and Investor Class shares, respectively. 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. For the six months ended June 30, 2026, the Adviser reimbursed shareholder servicing fees of $450,657, $6,920, and $2,734 for the Institutional Class, Advisor Class, and Investor Class shares, respectively.

 

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.

 

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, 2026, the total unfunded amount was 0.02% of the Fund’s net assets.

28 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (Unaudited)

 

 

As of June 30, 2026, the Fund had the following unfunded loan commitments outstanding:

 

Loan   Principal     Cost     Value    

Unrealized

Appreciation/

(Depreciation)

    Unfunded Commitment  
Lealand Finance Super Senior Exit LC   $ 341,263     $ (237 )   $ (17,063 )   $ (16,826 )   $ 341,263  

 

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.

 

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, 2026, in valuing the Fund’s assets carried at fair value:

29 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (Unaudited)

 

 

Investments   Level 1     Level 2     Level 3     Total  
Asset-Backed Securities                                
Auto   $ -     $ 74,333,715     $ -     $ 74,333,715  
Collateralized Loan Obligation     -       34,736,737       -       34,736,737  
Equipment     -       149,749,495       -       149,749,495  
Other     -       108,012,532       -       108,012,532  
Commercial Mortgage-Backed Securities                                
Agency     -       157,995,813       -       157,995,813  
Agency Stripped     -       767,869       -       767,869  
Non-Agency     -       85,786,676       -       85,786,676  
Corporate Bank Debt     -       8,286,866       1,845,429       10,132,295  
Corporate Bonds                                
Communications     -       5,221,355       -       5,221,355  
Consumer Discretionary     -       7,497,292       -       7,497,292  
Financials     -       35,106,648       10,201,000       45,307,648  
Residential Mortgage-Backed Securities                                
Agency Collateralized Mortgage Obligation     -       19,603,540       -       19,603,540  
Agency Pool Adjustable Rate     -       18,395,477       -       18,395,477  
Agency Pool Fixed Rate     -       300,005,522       -       300,005,522  
Agency Stripped     -       9,111       -       9,111  
Non-Agency Collateralized Mortgage Obligation     -       222,151,188       -       222,151,188  
U.S. Treasury Notes & Bonds     -       731,920,520       -       731,920,520  
Common Stocks                                
Real Estate Services     620,312       -       -       620,312  
Telecommunications     129,129       -       -       129,129  
Transportation & Logistics     -       -       2,409,344       2,409,344  
Preferred Stocks                                
        Industrials     -       -       71,820       71,820  
Warrants     -       -       24,277       24,277  
Short-Term Investments     227,461       171,245,295       -       171,472,756  
    $ 976,902     $ 2,130,825,651     $ 14,551,870     $ 2,146,354,423  

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:

 

Investments   Beginning value at December 31, 2025     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, 2026  
Common Stocks   $ 2,409,344     $ -     $ -     $ -     $ -     $ -     $ -     $ 2,409,344  
Corporate Bank Debt     1,811,587       -       64       47,032       389       206       (13,850 )     1,845,429  
Corporate Bonds     10,201,000       -       -       -       -       -       -       10,201,000  
Preferred Stocks     71,820       -       -       -       -       -       -       71,820  
Warrants     15,079       -       -       9,198       -       -       -       15,079  
    $ 14,508,830     $ -     $ 64     $ 56,230     $ 389     $ 206     $ (13,850 )   $ 14,551,870  

 

The change in unrealized gains or losses attributable to Level 3 investments held at June 30, 2026 was $56,230.

30 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (Unaudited)

 

 

Transfers of investments between different levels of the fair value hierarchy are recorded at fair value as of the end of the reporting period. Transfers into Level 3 were due to change in valuation technique from vendor priced to fair valued.

 

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, 2026.

 

Financial Assets   Fair Value at June 30, 2026     Valuation Technique(s)   Unobservable Inputs   Price/Range     Weighted Average Price     Impact to Valuation From an Increase in Input(1)
Corporate Bank Debt   $ 1,849,296     Third-Party Broker Quote(2)   Quotes/Prices   $ 101.92     $ 101.92     Increase
      (3,914 )   Pricing Model(3)   Quotes/Prices   $ 95.00     $ 95.00     Increase
      47     Asset Approach(4)   Estimated Recovery Proceeds   $ 0.01     $ 0.01     Increase
Common Stocks     2,409,344     Pricing Model(5)   Last Reported Trade   $ 32.00     $ 32.00     Increase
Corporate Bonds & Notes     10,201,000     Pricing Model(6)   Cost   $ 100.00     $ 100.00     Increase
Preferred Stocks     71,820     Pricing Model(6)   Cost   $ 1,000.00     $ 1,000.00     Increase
Warrants     24,277     Pricing Model(7)   Price of Similar Security   $ 11.07     $ 11.07     Increase

 

(1) 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.
(2) The Third Party Broker Quote technique involves obtaining an independent third-party broker quote for the security.
(3) The Pricing Model technique for Level 3 securities involves recently quoted funding prices of the security.
(4) The Asset Approach technique for Level 3 securities involves the potential of likelihood of future bankruptcy distributions.
(5) The Pricing Model technique for Level 3 securities involves the last reported trade in the security.
(6) 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.
(7) The fair value of the investment is based on the convertibility of the warrants into common stock of the underlying security.

 

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.

31 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (Unaudited)

 

 

As of June 30, 2026, 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       0.17 %
Capstone Acquisition Holdings, Inc. Term Loan, 8.244% (1-Month Term SOFR+460 basis points), 11/12/2029   11/12/2020     1,804,752       1,849,296       0.09 %
Copper Property CTL Pass Through Trust   1/17/2019     939,850       620,312       0.03 %
                             
Hlend Senior Notes, 8.170%, 3/15/2028   2/16/2023     5,000,000       5,000,000       0.23 %
JC Penney Corp., Inc., 5.568% (3-Month USD Libor+425 basis points), 6/23/2027   2/3/2021     -       47       0.00 %
Lealand Finance Company B.V. Senior Exit LC, 4.750%, 6/30/2027   2/28/2020     (237 )     (17,063 )     0.00 %
McDermott Technology Americas, Inc., 7.758% (1-Month Term SOFR+400 basis points), 12/31/2027   3/25/2024     8,552       13,149       0.00 %
OCREDIT BDC Senior Notes, 7.770%, 3/07/2029   2/22/2024     1,557,000       1,557,000       0.07 %
PHI Group, Inc.   8/19/2019     615,785       2,409,344       0.11 %
Uniti Group, Inc.   11/16/2020     -       24,277       0.00 %
Uniti Group, Inc. - Series A   11/16/2020     148,804       71,820       0.00 %
WH Borrower LLC, Term Loan B, 8.142% (3-Month Term SOFR+450 basis points), 2/20/2032   2/9/2022     8,224,870       8,286,866       0.38 %
        $ 21,943,376     $ 23,459,048       1.08 %

 

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, tariffs, 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.

32 

 

FPA Flexible Fixed Income Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2026 (Unaudited)

 

 

Note 12 – New Accounting Pronouncements

In the reporting period, the Funds adopted FASB Accounting Standards Update 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures (ASU 2023-09), which enhances income tax disclosures, including disclosure income taxes paid disaggregated by jurisdiction. Adoption of the new standard did not materially impact financial statement disclosures and did not affect the Fund’s financial position or the results of its operations.

 

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.

33 

 

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 21, 2026, 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 the 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, cybersecurity, 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 Total Return Index (the “S&P 500 Index”), the MSCI All Country World Net Return Index (the “MSCI ACWI Index”), and a group of comparable funds (the “Peer Group”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”) from Morningstar, Inc.’s Global Moderate Allocation category (the “Fund Universe”) for the one-, three-, five-, and ten-year periods ended December 31, 2025; 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 five-year period was above the Peer Group and Fund Universe median returns, but below the MSCI ACWI Index return and the S&P 500 Index return by 0.17% and 3.40%, respectively. The Fund’s total return for the one-year period was above the Peer Group and Fund Universe median returns, but below the S&P 500 Index return and the MSCI ACWI Index return by 0.22% and 4.68%, respectively. For the ten-year period, the Fund’s annualized total return was above the Peer Group and Fund Universe median returns, but below the MSCI ACWI Index return and the S&P 500 Index return by 1.88% and 4.98%, respectively. The Fund’s annualized total return for the three-year period was above the Peer Group and Fund Universe median returns, but below the MSCI ACWI Index return and the S&P 500 Index return by 3.38% and 5.74%, respectively. The Board considered the Advisor’s assertion that because the Fund’s strategy seeks to take less risk than the market and protect against the downside, the Fund’s performance can lag in strongly rising markets, and that a continued strongly rising equity market was the primary reason for the Fund’s underperformance relative to the MSCI ACWI Index. 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 three-, five-, and ten-year periods.

 

 

FPA Crescent Fund

Board Consideration of Investment Advisory Agreement (Unaudited)

 

 

The Board 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 0.3219%, 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 also considered that the advisory fee paid by the Fund was in the range of fees charged by the Advisor to manage institutional accounts and private 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 private 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. In addition, the Board observed that the Fund pays the Advisor an administrative fee of 0.01% for Supra Institutional Class shares and 0.07% for Institutional Class shares for non-distribution related shareholder services.

 

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 0.22% and 0.29%, 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)

 

 

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 with the Fund. The Independent Trustees 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 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 profits of the Advisor from its relationship with the Fund were 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 Independent Trustees also 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 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 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, the increases in compensation paid to attract and retain high quality investment professionals, 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)

 

 

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 21, 2026, 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 the 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, cybersecurity, 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 Total Return Index (the “Bloomberg Universal Index”), the Consumer Price Index (the “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, 2025; 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 Fund Universe median return, the Bloomberg Universal Index return, and the CPI + 200 basis points, but below the Peer Group median return by 0.11%. For the five-year period, the Fund’s annualized total return was above the Peer Group and Fund Universe median returns and the Bloomberg Universal Index return, but below the CPI + 200 basis points measure by 2.66%. The Fund’s total return for the one-year period was above the Fund Universe median return and the CPI + 200 basis points, but below the Bloomberg Universal Index return and the Peer Group median return by 0.35% and 0.36%, respectively. The Board considered the Advisor’s belief that the Fund continues to perform in line with expectations and has served investors well by protecting and growing capital. The Trustees also observed that the Fund’s volatility of returns, as measured by its standard deviation; its risk-adjusted returns, as measured by its Sharpe ratio; and its downside volatility, as measured by its Morningstar risk score, ranked it in the first or second quartile of funds (which are the most favorable) in the Peer Group and Fund Universe for the three- and five-year periods.

 

 

FPA Flexible Fixed Income Fund

Board Consideration of Investment Advisory Agreement (Unaudited)

 

 

The Board 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 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 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 with the Fund. The Independent Trustees 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 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 profits of the Advisor from its relationship with the Fund were reasonable.

 

 

FPA Flexible Fixed Income Fund

Board Consideration of Investment Advisory Agreement (Unaudited)

 

 

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 Independent Trustees also 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 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 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, the increases in compensation paid to attract and retain high quality investment professionals, 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)

 

 

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.

 

(a) (4) Not Applicable.

 

(a) (5) Not Applicable.

 

(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 9/8/2026  

 

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 9/8/2026  
     
By (Signature and Title)   /s/ Rita Dam  
  Rita Dam, Treasurer and Principal Financial Officer  
     
Date 9/8/2026  

 

 


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