N-CSR 1 a19-12675_2ncsr.htm N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-10487

Hotchkis & Wiley Funds

(Exact name of registrant as specified in charter)

725 South Figueroa Street, 39th Floor

Los Angeles, California 90017-5439
(Address of principal executive offices) (Zip code)

Anna Marie Lopez

Hotchkis & Wiley Capital Management, LLC

725 South Figueroa Street, 39th Floor

Los Angeles, California 90017-5439

(Name and address of agent for service)

Copies to:

Maureen A. Miller, Esq.

Joseph M. Mannon, Esq.

Vedder Price P.C.

222 North LaSalle Street, 26th Floor

Chicago, Illinois 60601

(Counsel for the registrant)

(213) 430-1000

Registrant’s telephone number, including area code

Date of fiscal year end: June 30, 2019

Date of reporting period: June 30, 2019

Item 1. Reports to Stockholders.

Hotchkis & Wiley Funds

Annual Report

JUNE 30, 2019

DIVERSIFIED VALUE FUND

LARGE CAP VALUE FUND

MID-CAP VALUE FUND

SMALL CAP VALUE FUND

SMALL CAP DIVERSIFIED VALUE FUND

GLOBAL VALUE FUND

INTERNATIONAL VALUE FUND

VALUE OPPORTUNITIES FUND

CAPITAL INCOME FUND

HIGH YIELD FUND

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications electronically from the Funds by contacting your financial intermediary or, if you invest directly with a Fund, by calling 1-866-HW-FUNDS (1-866-493-8637).
You may elect to receive all future reports in paper free of charge. You can request to continue receiving paper copies of your shareholder reports by contacting your financial intermediary or, if you invest directly with a Fund, by calling 1-866-HW-FUNDS (1-866-493-8637) to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.

TABLE OF CONTENTS

SHAREHOLDER LETTER					1
FUND INFORMATION					4
FUND PERFORMANCE DATA					6
SCHEDULE OF INVESTMENTS:
DIVERSIFIED VALUE FUND					16
LARGE CAP VALUE FUND					18
MID-CAP VALUE FUND					20
SMALL CAP VALUE FUND					22
SMALL CAP DIVERSIFIED VALUE FUND					24
GLOBAL VALUE FUND					30
INTERNATIONAL VALUE FUND					32
VALUE OPPORTUNITIES FUND					34
CAPITAL INCOME FUND					37
HIGH YIELD FUND					44
STATEMENTS OF ASSETS & LIABILITIES					50
STATEMENTS OF OPERATIONS					52
STATEMENTS OF CHANGES IN NET ASSETS					54
FINANCIAL HIGHLIGHTS					59
NOTES TO THE FINANCIAL STATEMENTS					64
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					80
FUND EXPENSE EXAMPLES					81
BOARD CONSIDERATIONS IN APPROVING CONTINUATION OF INVESTMENT ADVISORY AGREEMENTS					83
MANAGEMENT					85
INFORMATION ABOUT THE FUNDS					BACK COVER

DEAR SHAREHOLDER:

The following investment review and shareholder report relates to the activities of the Hotchkis & Wiley Funds for the twelve months ended June 30, 2019.

OVERVIEW

The S&P 500^® Index (equity market) returned +10.4% and the ICE BofAML U.S. High Yield Index (high yield market) returned +7.6% in the twelve-month period ended June 30, 2019. After a large decline in the fourth quarter of 2018, an increasingly dovish tone from central banks, most notably the U.S. Federal Reserve (Fed), contributed to the equity market recovery. Fed Chairman Jay Powell indicated a readiness to lower interest rates for the first time in more than a decade, and the futures market is pricing in a high likelihood of a rate cut during the Fed's next meeting. In addition, geopolitical tensions subsided, as the U.S. reached a deal with Mexico to halt proposed tariffs, and U.S.-China trade talks resumed. All equity and high yield sectors were positive except energy, as West Texas Intermediate (WTI) crude prices declined by more than 20% in the period.

Growth equities again outpaced value, further widening the valuation gap. Over the past five years, the MSCI World Growth Index has more than doubled the MSCI World Value Index, returning +54% compared to +22%, cumulatively. A top-down view would suggest that the global equity markets are fairly valued. However, this is far from a normal market; significant valuation differences exist within and between sectors, geographies and even asset classes. On the one hand, the market's valuation suggests that investors have a reasonably healthy risk appetite. On the other hand, certain attributes imply that investors are exceptionally risk averse. A glaring example is the negative yield on some country's government debt, like German bunds, where investors are guaranteed to lose money if held to maturity. A preference for a small, yet certain loss over a wider range of outcomes exemplifies extreme risk aversion. This risk aversion is borne out in global equity markets through a comparison of different sectors. Sectors with low economic sensitivity and stable earnings streams have outperformed sectors believed to be more cyclical. Regulated utilities, for example, are largely insulated from economic slowdowns and exhibit more stable earnings than most other businesses. Investors looking to position themselves defensively have been drawn to the sector, driving share price performance and P/E multiple expansion (10% over the past year alone). The P/E ratio for the MSCI World Index's utilities now stands at 17x. This is arguably a rich price to pay for a sector with modest prospects for growth, and as a result we do not view this as being a safe investment. We believe the long-term upside potential is likely minimal. Most real estate investment trusts, consumer staples, and health care companies exhibit a similarly unappealing long-term risk-reward tradeoff.

In many cases, banks and other financials trade at half the valuation of the non-cyclical markets segments. Select companies within industrials, energy, and consumer discretionary also trade at substantial discounts to their intrinsic values. These sectors may have a higher correlation with economic cycles than non-cyclicals, but valuations render the long-term return prospects more appealing irrespective of near-term economic growth. Businesses with strong balance sheets that are well-positioned competitively should be able to sustain and grow their value through the full economic cycle. Some may even enhance their value at the expense of weaker peers during times of economic volatility. In our view, these types of businesses represent compelling investment opportunities.

The high yield default environment remains benign relative to average. The default rate, including distressed exchanges, is 1.55% which is less than half of the 20-year average. This is down 0.34% since the beginning of the year and down 0.50% year-over-year. Less than 1% of the market trades for under 50% of par value and less than 5% of the market trades for under 70% of par value, reflecting the market's view that fundamentals remain sound. The new issue market has picked up from 2018's slowdown, and remains on a pace slightly lighter than average for the past decade.

Both the high yield and equity markets are close to fairly valued, but both also provide opportunities for active managers. We have identified interesting opportunities across both spectrums and are optimistic about the Funds' prospects as we look forward.

HOTCHKIS & WILEY DIVERSIFIED VALUE FUND

The Fund's Class I shares had a total return of 2.08% for the twelve-month period ended June 30, 2019 compared to the Russell 1000^® Value Index return of 8.46%.

The Fund underperformed the Russell 1000^® Value Index during the twelve-month period ended June 30, 2019. Periods where value lags growth typically represent a stylistic headwind for our value-focused investment style, which was the case over the period. Stocks trading at steep discounts performed worst; the Fund's average allocation to stocks trading at a discount to book value was 21% compared to 6% for the index. This hurt relative performance as this was the market's worst-performing cohort. From a sector perspective, the Fund's overweight position and stock selection in energy hurt relative performance, along with stock selection in health care, consumer discretionary, and communication services. Positive stock selection in information technology and consumer staples were positive contributors over the period, along with the overweight position in information technology and underweight position in materials. The largest detractors to relative performance in the period were Apache, Marathon Oil, Vodafone, State Street, and National Oilwell Varco; the largest positive contributors were Microsoft, Oracle, Cummins, Corning, and Ericsson.

HOTCHKIS & WILEY LARGE CAP VALUE FUND

The Fund's Class I shares had a total return of 2.51% for the twelve-month period ended June 30, 2019 compared to the Russell 1000^® Value Index return of 8.46%.

The Fund underperformed the Russell 1000^® Value Index during the twelve-month period ended June 30, 2019. Large cap growth stocks outperformed large cap value stocks, which acts as a general headwind for our value focused approach. Deeply discounted stocks performed worst; the Fund was overweight stocks trading at a discount to book value (20% vs. 6% for the Russell 1000^® Value Index), which hurt relative performance. The Fund's overweight position and stock selection in energy hurt performance, as this was only one of two sectors that declined in the period (the other was materials). Stock selection in financials, communications services, and consumer discretionary also hurt. Positive stock selection in information technology and consumer staples helped relative performance. The underweight exposure to materials and overweight exposure to information technology also helped. The largest detractors to relative performance in the period were Apache, Marathon Oil, State Street,

National Oilwell Varco, and Vodafone; the largest positive contributors were Microsoft, Oracle, Cummins, ARRIS International, and Ericsson.

HOTCHKIS & WILEY MID-CAP VALUE FUND

The Fund's Class I shares had a total return of –14.29% for the twelve-month period ended June 30, 2019 compared to the Russell Midcap^® Value Index return of 3.68%.

The Fund underperformed the Russell Midcap^® Value Index during the twelve-month period ended June 30, 2019. Mid-cap value stocks lagged mid-cap growth stocks by about 10 percentage points over this period. The Fund exhibits a considerable valuation discount to the Russell Midcap^® Value Index; therefore, growth-led markets represent a stylistic headwind for the Fund. Nearly one-third of the Fund was invested in stocks trading at a discount to book value compared to just 6% for the index; this hurt performance as this cohort underperformed by a large margin. The overweight position and stock selection in energy was the largest performance detractor, followed by stock selection in industrials and consumer discretionary. Positive stock selection in financials and information technology along with the underweight position in materials helped relative performance in the period. The largest individual detractors to relative performance were Whiting Petroleum, Weatherford International, Superior Energy Services, Royal Mail, and C&J Energy Services; the largest positive contributors were ARRIS International, Popular, NRG Energy, Ericsson, and Ophir Energy.

HOTCHKIS & WILEY SMALL CAP VALUE FUND

The Fund's Class I shares had a total return of –8.97% for the twelve-month period ended June 30, 2019 compared to the Russell 2000^® Value Index return of –6.24%.

The Fund underperformed the Russell 2000^® Value Index during the twelve-month period ended June 30, 2019. The Fund had more than twice the benchmark weight in stocks trading at a discount to book value, which was the worst performing group during the period (small cap growth¹ outperformed small cap value² by about 6 percentage points). The overweight position and stock selection in energy was the largest performance detractor. Stock selection in financials and communication services also hurt relative performance. Positive stock selection in information technology, consumer discretionary, and health care were positive contributors in the period. The largest detractors to relative performance were Whiting Petroleum, C&J Energy Services, Frank's International, Masonite International, and Quad/Graphics; the largest positive contributors were WestJet Airlines, ARRIS International, Popular, KBR, and Hanger.

HOTCHKIS & WILEY SMALL CAP DIVERSIFIED VALUE FUND

The Fund's Class I shares had a total return of –9.23% for the twelve-month period ended June 30, 2019 compared to the Russell 2000^® Value Index return of –6.24%.

The Fund underperformed the Russell 2000^® Value Index during the twelve-month period ended June 30, 2019. Small growth stocks¹ outperformed small value stocks² by about 6 percentage points, which

acts as a stylistic headwind for our value focused approach. The overweight allocation to energy was the largest detractor but was partially offset by positive stock selection in the sector. The underweight allocation and stock selection in real estate investment trusts also detracted from performance. Positive stock selection in materials and health care helped relative performance. The largest individual detractors to relative performance in the period were Francesca's Holdings, Nautilus, Mammoth Energy Services, Invacare, and Ultra Petroleum; the largest positive contributors were Luxoft Holding, Quantenna Communications, El Pollo Loco, Victory Capital Holding, and Global Brass & Copper Holding.

HOTCHKIS & WILEY GLOBAL VALUE FUND

The Fund's Class I shares had a total return of –4.57% for the twelve-month period ended June 30, 2019 compared to the MSCI World Index return of 6.33%.

The Fund underperformed the MSCI World Index during the twelve-months ended June 30, 2019. Global value stocks lagged global growth stocks, which hurt performance considering the Fund's value focused approach. The Fund's all cap nature was another stylistic headwind as small and mid-cap stocks underperformed large caps. The Fund's overweight position and stock selection in energy was a large performance detractor in the period, along with stock selection in financials, industrials, and consumer discretionary. Positive stock selection in information technology and health care, along with the underweight position in materials helped relative performance. The largest detractors to relative performance in the period were Whiting Petroleum, Royal Mail, Societe Generale, Credito Valtellinese, and Vodafone; the largest positive contributors were WestJet Airlines, General Electric, ARRIS International, Oracle, and Cummins.

HOTCHKIS & WILEY INTERNATIONAL VALUE FUND

The Fund's Class I shares had a total return of –9.04% for the twelve-month period ended June 30, 2019 compared to the MSCI World ex-USA Index return of 1.29%.

The Fund underperformed the MSCI World ex-USA Index over the twelve-month period ended June 30, 2019. The Fund's ability to invest across the market cap spectrum, which we view as a long-term advantage, hurt relative performance in the period as international small and mid-cap stocks lagged large caps in the period. The Fund's value bias also hurt as international growth stocks outperformed international value stocks. Stock selection in financials and industrials detracted from performance. Positive stock selection in information technology and real estate helped performance in the period, along with the underweight allocation to consumer discretionary. The largest individual detractors to relative performance were Royal Mail, Societe Generale, Credito Valtellinese, BAE Systems, and Frank's International; the largest positive contributors were WestJet Airlines, ARRIS International, Zurich Insurance Group, Ophir Energy, and Ericsson.

¹ As measured by the Russell 2000^® Growth Index

² As measured by the Russell 2000^® Value Index

HOTCHKIS & WILEY VALUE OPPORTUNITIES FUND

The Fund's Class I shares had a total return of 2.45% for the twelve-month period ended June 30, 2019 compared to the Russell 3000^® Value Index return of 7.34%.

The Fund underperformed the Russell 3000^® Value Index during the twelve-month period ended June 30, 2019. The Fund's overweight in small cap stocks and underweight in mega cap stocks hurt relative performance as smaller stocks lagged larger stocks over the period. The Fund's overweight allocation and security selection in energy, along with security selection in financials hurt relative performance in the period. Positive security selection in information technology, materials, and consumer discretionary helped relative performance. The largest individual detractors to relative performance in the period were Royal Mail, Whiting Petroleum, Frank's International, Apache, and National Oilwell Varco; the largest positive contributors were WestJet Airlines, ARRIS International, Microsoft, General Electric, and Oracle.

HOTCHKIS & WILEY CAPITAL INCOME FUND

The Fund's Class I shares had a total return of –3.13% for the twelve-month period ended June 30, 2019 compared to the 50/50 blended benchmark of the S&P 500^® Index and the ICE BofAML U.S. Corporate, Government and Mortgage Index return of 9.71%.

The Fund underperformed the 50/50 blended benchmark over the twelve-month period ended June 30, 2019. The Fund's average equity exposure over the period was 56% with the balance invested in high yield bonds. The overweight equity exposure had little effect on relative performance in the period. The equity portion of the Fund underperformed the S&P 500^® Index during the period. Value stocks lagged growth stocks; therefore, the Fund's value focused approached was a considerable headwind relative to the broad benchmark. The Fund's overweight exposure to small and mid-cap stocks was another stylistic headwind as large cap stocks outperformed. The overweight position and stock selection in energy was a large performance detractor in the equity sleeve of the portfolio, followed by stock selection in consumer discretionary and industrials. The largest detractors to relative performance in the period were Whiting Petroleum, Royal Mail, Sanchez Energy, Quintana Energy Services, and Societe Generale; the largest positive contributors were WestJet Airlines, General Electric, ARRIS International, Fifth Street Asset Management, and Popular. The high yield sleeve underperformed the ICE BofAML U.S. Corporate, Government, and Mortgage Index and the ICE BofAML U.S. High Yield Index in the period. Relative to the high yield index, the Fund's overweight position and credit selection in energy was the largest detractor, followed by credit selection in consumer goods and basic industry.

HOTCHKIS & WILEY HIGH YIELD FUND

The Fund's Class I shares had a total return of 4.19% for the twelve-month period ended June 30, 2019 compared to the ICE BofAML BB-B U.S. High Yield Constrained Index return of 8.62%.

The Fund underperformed the ICE BofAML BB-B U.S. High Yield Constrained Index during the twelve-month period ended June 30, 2019. The Fund's overweight position in small and mid-size credits worked

against it in the period as larger credits outperformed. Credit selection in energy was the largest detractor to performance. Credit selection in consumer goods and basic industry also hurt relative performance. Positive credit selection in media, capital goods, and financial services helped relative performance.

CONCLUSION

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

Sincerely,


Anna Marie Lopez President	George Davis Fund Manager	Scott McBride Fund Manager

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

David Green Fund Manager	Judd Peters Fund Manager	Ray Kennedy Fund Manager

Mark Hudoff Fund Manager	Patrick Meegan Fund Manager	Scott Rosenthal Fund Manager

Richard Mak Fund Manager	Ryan Thomes Fund Manager	Noah Mayer Fund Manager

Hunter Doble Fund Manager

Fund Information

ABOUT FUND PERFORMANCE

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

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

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

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

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

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

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

FUND RISKS

Mutual fund investing involves risk; loss of principal is possible. The Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund, International Value Fund and Value Opportunities Fund invest in small- and medium-capitalization companies which tend to have limited liquidity and greater price volatility than large-capitalization companies. The Value Opportunities Fund is a non-diversified fund which involves greater risk than investing in diversified funds, such as business risk, significant stock price fluctuations and sector concentration. Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales. The Value Opportunities Fund, Capital Income Fund and High Yield Fund invest in debt securities that decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investment by the Value Opportunities Fund, Capital Income Fund and High Yield Fund in lower-rated and

non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. The Value Opportunities Fund, Capital Income Fund and High Yield Fund may utilize derivative instruments, which derive their performance from the performance of an underlying asset, index, interest rate or currency exchange rate. Derivatives can be volatile and involve various types and degrees of risks. Depending upon the characteristics of particular derivatives, they can suddenly become illiquid. Investments by the Capital Income Fund and High Yield Fund in asset-backed and mortgage-backed securities include additional risks that investors should be aware of such as credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. The Funds may invest in foreign securities, including developed and emerging markets, which involve greater volatility and political, economic, and currency risks.

MARKET INDEXES

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

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

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

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

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

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

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

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

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

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

Russell 3000^® Value Index measures the performance of those Russell 3000^® companies with lower price-to-book ratios and lower forecasted growth values.

Fund Information

MSCI World Index is a free float-adjusted weighted index capturing large and mid cap representation across 23 Developed Markets (DM) countries.

MSCI World Growth Index is the growth investment style of the MSCI World Index. The growth investment style characteristics for index construction are defined using five variables: long-term forward EPS growth rate, short-term forward EPS growth rate, current internal growth rate and long-term historical EPS growth trend and long-term historical sales per share growth trend.

MSCI World Value Index is the value investment style of the MSCI World Index. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price and dividend yield.

MSCI World ex-USA Index is a free float-adjusted weighted index capturing large and mid cap representation across 22 of 23 Developed Markets (DM) countries, excluding the United States.

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

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

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

DISCLOSURE

Past performance does not guarantee future results.

The shareholder letter reflects opinions of Fund managers as of June 30, 2019. They are subject to change and any forecasts made cannot be guaranteed. The Funds might not continue to hold any securities mentioned and have no obligation to disclose purchases or sales in these securities. Please refer to the Schedule of Investments in this report for a complete list of Fund holdings for June 30, 2019. Indexes do not incur expenses or sales loads and are not available for investment.

The Global Industry Classification Standard (GICS^®) was developed by MSCI, an independent provider of global indices and benchmark-related products and services, and Standard & Poor's (S&P), an independent international financial data and investment services company. The GICS methodology has been widely accepted as an industry analysis framework for investment research, portfolio management and asset allocation. The GICS structure consists of 11 sectors, 24 industry groups, 69 industries and 158 sub-industries. Each stock that is classified will have a coding at all four of these levels.

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

Each type of asset class or investment product has a different risk-return profile, which should be considered when investing. All investments contain risk and may lose value.

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

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

Price-to-earnings (P/E) is calculated by dividing the current price of a stock by the company's trailing 12 months' earnings per share.

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

During the year ended June 30, 2019, the Value Opportunities Fund held futures contracts, which resulted in realized gains and unrealized losses, and purchased put options, which resulted in realized losses and unrealized gains, and the Capital Income Fund and High Yield Fund held credit default swap contracts, which resulted in realized gains to each Fund.

Fund Performance Data

DIVERSIFIED VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			5 Years			10 Years			Since 8/30/04*
Class I
Average annual total return		2.08	%		6.68	%		13.11	%		7.02	%
Class A
Average annual total return (with sales charge)		–3.55	%		5.27	%		12.22	%		6.37	%
Average annual total return (without sales charge)		1.78	%		6.41	%		12.83	%		6.75	%
Class C
Average annual total return (with CDSC)		–0.02	%		5.61	%		12.00	%		5.97	%
Average annual total return (without CDSC)		0.98	%		5.61	%		12.00	%		5.97	%
S&P 500^® Index††
Average annual total return		10.42	%		10.71	%		14.70	%		9.10	%
Russell 1000^® Index††
Average annual total return		10.02	%		10.45	%		14.77	%		9.30	%
Russell 1000^® Value Index††
Average annual total return		8.46	%		7.46	%		13.19	%		7.98	%

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

†† See index descriptions in the Fund Information section.

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

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

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

Fund Performance Data

LARGE CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			5 Years			10 Years			Since 6/24/87*
Class I
Average annual total return		2.51	%		6.97	%		13.63	%		9.00	%
Class A
Average annual total return (with sales charge)		–3.13	%		5.55	%		12.73	%		8.57	%
Average annual total return (without sales charge)		2.24	%		6.70	%		13.34	%		8.75	%
Class C
Average annual total return (with CDSC)		0.49	%		5.90	%		12.49	%		7.93	%
Average annual total return (without CDSC)		1.49	%		5.90	%		12.49	%		7.93	%
Class R
Average annual total return		1.97	%		6.43	%		13.06	%		8.47	%
S&P 500^® Index††
Average annual total return		10.42	%		10.71	%		14.70	%		9.73	%
Russell 1000^® Index††
Average annual total return		10.02	%		10.45	%		14.77	%		9.84	%
Russell 1000^® Value Index††
Average annual total return		8.46	%		7.46	%		13.19	%		n/a

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

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

†† See index descriptions in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

MID-CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			5 Years			10 Years			Since 1/2/97*
Class I
Average annual total return		–14.29	%		0.82	%		13.31	%		10.95	%
Class A
Average annual total return (with sales charge)		–18.97	%		–0.51	%		12.42	%		10.41	%
Average annual total return (without sales charge)		–14.48	%		0.57	%		13.03	%		10.68	%
Class C
Average annual total return (with CDSC)		–16.15	%		–0.19	%		12.18	%		9.88	%
Average annual total return (without CDSC)		–15.15	%		–0.19	%		12.18	%		9.88	%
Class R
Average annual total return		–14.70	%		0.32	%		12.75	%		10.47	%
Russell Midcap^® Index††
Average annual total return		7.83	%		8.63	%		15.16	%		10.19	%
Russell Midcap^® Value Index††
Average annual total return		3.68	%		6.72	%		14.56	%		10.18	%

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

†† See index descriptions in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

SMALL CAP VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			5 Years			10 Years			Since 9/20/85*
Class I
Average annual total return		–8.97	%		3.14	%		15.04	%		11.03	%
Class A
Average annual total return (with sales charge)		–13.97	%		1.78	%		14.14	%		10.60	%
Average annual total return (without sales charge)		–9.20	%		2.89	%		14.76	%		10.78	%
Class C
Average annual total return (with CDSC)		–10.86	%		2.12	%		13.90	%		9.98	%
Average annual total return (without CDSC)		–9.86	%		2.12	%		13.90	%		9.98	%
Russell 2000^® Index††
Average annual total return		–3.31	%		7.06	%		13.45	%		9.69	%
Russell 2000^® Value Index††
Average annual total return		–6.24	%		5.39	%		12.40	%		n/a

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

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

†† See index descriptions in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

SMALL CAP DIVERSIFIED VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			Since 6/30/14* (5 Years)
Class I
Average annual total return		–9.23	%		6.62	%
Class A
Average annual total return (with sales charge)		–14.10	%		5.22	%
Average annual total return (without sales charge)		–9.35	%		6.35	%
Russell 2000^® Index††
Average annual total return		–3.31	%		7.06	%
Russell 2000^® Value Index††
Average annual total return		–6.24	%		5.38	%

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

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

†† See index descriptions in the Fund Information section.

* Commencement of Class I and Class A.

Fund Performance Data

GLOBAL VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			5 Years			Since 12/31/12*
Class I
Average annual total return		–4.57	%		3.54	%		8.73	%
Class A
Average annual total return (with sales charge)		–9.87	%		2.18	%		7.58	%
Average annual total return (without sales charge)		–4.85	%		3.30	%		8.47	%
MSCI World Index††
Average annual total return		6.33	%		6.60	%		9.95	%

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

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

†† See index description in the Fund Information section. Effective December 31, 2018, the Fund discontinued the use of the Russell Developed Index and replaced it with the MSCI World Index. The Russell Developed Index was decommissioned effective December 31, 2018. The Fund believes that the use of the MSCI World Index provides a comparative benchmark.

* Commencement of Class I.

Fund Performance Data

INTERNATIONAL VALUE FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			Since 12/31/15*
Class I
Average annual total return		–9.04	%		4.31	%
MSCI World ex-USA Index††
Average annual total return		1.29	%		6.75	%

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

†† See index description in the Fund Information section. Effective December 31, 2018, the Fund discontinued the use of the Russell Developed ex-U.S. Index and replaced it with the MSCI World ex-USA Index. The Russell Developed ex-U.S. Index was decommissioned effective December 31, 2018. The Fund believes that the use of the MSCI World ex-USA Index provides a comparative benchmark.

* Commencement of Class I.

Fund Performance Data

VALUE OPPORTUNITIES FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			5 Years			10 Years			Since 12/31/02*
Class I
Average annual total return		2.45	%		7.17	%		16.60	%		12.16	%
Class A
Average annual total return (with sales charge)		–3.17	%		5.75	%		15.69	%		11.57	%
Average annual total return (without sales charge)		2.18	%		6.90	%		16.31	%		11.93	%
Class C
Average annual total return (with CDSC)		0.44	%		6.10	%		15.44	%		11.08	%
Average annual total return (without CDSC)		1.44	%		6.10	%		15.44	%		11.08	%
S&P 500^® Index††
Average annual total return		10.42	%		10.71	%		14.70	%		9.81	%
Russell 3000^® Index††
Average annual total return		8.98	%		10.19	%		14.67	%		10.06	%
Russell 3000^® Value Index††
Average annual total return		7.34	%		7.31	%		13.14	%		9.11	%

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

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

†† See index descriptions in the Fund Information section. Effective December 31, 2018, the Fund discontinued the use of the S&P 500^® Index and replaced it with the Russell 3000^® Index. The Fund believes that the use of the Russell 3000^® Index provides a better comparative benchmark since it more appropriately reflects the securities in which the Fund may invest.

* Commencement of Class I and Class A.

Fund Performance Data

CAPITAL INCOME FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			5 Years			Since 12/31/10*
Class I
Average annual total return		–3.13	%		4.14	%		8.38	%
Class A
Average annual total return (with sales charge)		–7.80	%		2.94	%		7.86	%
Average annual total return (without sales charge)		–3.17	%		3.95	%		8.48	%
S&P 500^® Index††
Average annual total return		10.42	%		10.71	%		12.85	%
ICE BofAML U.S. Corporate, Government and Mortgage Index††
Average annual total return		8.03	%		3.03	%		3.42	%

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

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

†† See index descriptions in the Fund Information section.

* Commencement of Class I.

Fund Performance Data

HIGH YIELD FUND

Total Return Based on a $10,000 Investment

Comparative Results†††

For Periods ended June 30, 2019	1 Year			5 Years			10 Years			Since 3/31/09*
Class I
Average annual total return		4.19	%		3.75	%		8.96	%		9.89	%
Class A
Average annual total return (with sales charge)		0.03	%		2.71	%		8.24	%		9.14	%
Average annual total return (without sales charge)		3.92	%		3.50	%		8.65	%		9.55	%
Class C
Average annual total return (with CDSC)		2.15	%		2.72	%		7.87	%		8.78	%
Average annual total return (without CDSC)		3.15	%		2.72	%		7.87	%		8.78	%
Class Z
Average annual total return		4.38	%		3.79	%		8.98	%		9.91	%
ICE BofAML BB-B U.S. High Yield Constrained Index††
Average annual total return		8.62	%		4.81	%		8.58	%		10.13	%

Returns shown for Class A, Class C and Class Z shares for the periods prior to their inception are derived from the historical performance of Class I shares of the Fund during such periods and have been adjusted to reflect the higher total annual operating expenses of Class A and Class C shares. (Inception dates: Class A — 5/29/09; Class C — 12/31/12; Class Z — 3/29/18.)

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

† The Fund invests primarily in high yield securities.

†† See index description in the Fund Information section.

* Commencement of Class I.

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Diversified Value Fund

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		5.05	%
General Electric Company		4.45	%
Wells Fargo & Company		4.29	%
Microsoft Corp.		4.10	%
Citigroup, Inc.		3.79	%
General Motors Company		2.91	%
Hewlett Packard Enterprise Company		2.89	%
Discovery, Inc.		2.84	%
The Goldman Sachs Group, Inc.		2.83	%
Oracle Corp.		2.65	%

COMMON STOCKS — 99.24%	Shares Held		Value
*COMMUNICATION SERVICES — 9.40%* *Media — 7.78%*
CBS Corp.		22,000	$	1,097,800
Comcast Corp.		38,800		1,640,464
Discovery, Inc. (a)		101,000		2,873,450
The Interpublic Group of Companies, Inc.		20,600		465,354
News Corp.		102,400		1,381,376
Omnicom Group, Inc.		5,200		426,140
				7,884,584
*Wireless Telecommunication Services — 1.62%*
Vodafone Group PLC — ADR		100,363		1,638,928
TOTAL COMMUNICATION SERVICES				9,523,512
*CONSUMER DISCRETIONARY — 6.45%* *Auto Components — 2.81%*
Adient PLC (a)		28,874		700,772
The Goodyear Tire & Rubber Company		48,900		748,170
Magna International, Inc.		28,100		1,396,570
				2,845,512
*Automobiles — 3.64%*
General Motors Company		76,500		2,947,545
Harley-Davidson, Inc.		20,600		738,098
				3,685,643
TOTAL CONSUMER DISCRETIONARY				6,531,155
*CONSUMER STAPLES — 4.13%* *Beverages — 1.23%*
PepsiCo, Inc.		9,500		1,245,735
*Food Products — 1.41%*
Kellogg Company		7,800		417,846
Mondelez International, Inc.		18,800		1,013,320
				1,431,166
*Personal Products — 1.49%*
Unilever PLC — ADR		24,300		1,505,871
TOTAL CONSUMER STAPLES				4,182,772

	Shares Held		Value
*ENERGY — 11.81%* *Energy Equipment & Services — 2.28%*
Halliburton Company		33,100	$	752,694
National Oilwell Varco, Inc.		70,300		1,562,769
				2,315,463
*Oil, Gas & Consumable Fuels — 9.53%*
Apache Corp.		69,900		2,025,003
Hess Corp.		31,200		1,983,384
Kosmos Energy Ltd.		75,900		475,893
Marathon Oil Corp.		136,200		1,935,402
Marathon Petroleum Corp.		8,622		481,798
Murphy Oil Corp.		48,300		1,190,595
Royal Dutch Shell PLC — ADR		23,962		1,559,207
				9,651,282
TOTAL ENERGY				11,966,745
*FINANCIALS — 30.13%* *Banks — 12.09%*
Bank of America Corp.		50,222		1,456,438
CIT Group, Inc.		10,500		551,670
Citigroup, Inc.		54,774		3,835,823
Citizens Financial Group, Inc.		43,100		1,524,016
Fifth Third Bancorp		19,100		532,890
Wells Fargo & Company		91,834		4,345,585
				12,246,422
*Capital Markets — 5.51%*
The Bank of New York Mellon Corp.		9,000		397,350
The Goldman Sachs Group, Inc.		14,000		2,864,400
Morgan Stanley		22,800		998,868
State Street Corp.		23,600		1,323,016
				5,583,634

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Diversified Value Fund

	Shares Held		Value
*Consumer Finance — 4.35%*
Ally Financial, Inc.		16,900	$	523,731
Capital One Financial Corp.		22,100		2,005,354
Discover Financial Services		17,400		1,350,066
Synchrony Financial		15,100		523,517
				4,402,668
*Diversified Financial Services — 1.42%*
AXA Equitable Holdings, Inc.		68,500		1,431,650
*Insurance — 6.76%*
American International Group, Inc.		96,000		5,114,880
The Travelers Companies, Inc.		11,600		1,734,432
				6,849,312
TOTAL FINANCIALS				30,513,686
*HEALTH CARE — 6.30%* *Biotechnology — 0.49%*
Biogen, Inc. (a)		2,100		491,127
*Health Care Equipment & Supplies — 2.57%*
Medtronic PLC		21,082		2,053,176
Zimmer Biomet Holdings, Inc.		4,700		553,378
				2,606,554
*Health Care Providers & Services — 1.03%*
Anthem, Inc.		3,700		1,044,177
*Pharmaceuticals — 2.21%*
GlaxoSmithKline PLC — ADR		38,300		1,532,766
Sanofi — ADR		16,300		705,301
				2,238,067
TOTAL HEALTH CARE				6,379,925
*INDUSTRIALS — 11.83%* *Aerospace & Defense — 0.33%*
Embraer SA — ADR		16,400		330,132
*Building Products — 1.01%*
Johnson Controls International PLC		24,847		1,026,429
*Construction & Engineering — 0.58%*
Fluor Corp.		17,400		586,206
*Electrical Equipment — 0.79%*
Eaton Corp. PLC		9,600		799,488
*Industrial Conglomerates — 4.45%*
General Electric Company		429,100		4,505,550
*Machinery — 4.67%*
CNH Industrial NV		203,500		2,091,980
Cummins, Inc.		12,300		2,107,482
PACCAR, Inc.		7,400		530,284
				4,729,746
TOTAL INDUSTRIALS				11,977,551

	Shares Held		Value
*INFORMATION TECHNOLOGY — 14.95%* *Communications Equipment — 0.98%*
Telefonaktiebolaget LM Ericsson — ADR		104,600	$	993,700
*Electronic Equipment, Instruments & Components — 3.22%*
Corning, Inc.		72,100		2,395,883
TE Connectivity Ltd.		9,100		871,598
				3,267,481
*Semiconductors & Semiconductor Equipment — 0.74%*
Texas Instruments, Inc.		6,500		745,940
*Software — 7.12%*
Microsoft Corp.		31,000		4,152,760
Oracle Corp.		47,200		2,688,984
Teradata Corp. (a)		10,200		365,670
				7,207,414
*Technology Hardware, Storage & Peripherals — 2.89%*
Hewlett Packard Enterprise Company		196,000		2,930,200
TOTAL INFORMATION TECHNOLOGY				15,144,735
*MATERIALS — 1.31%* *Containers & Packaging — 1.31%*
International Paper Company		30,600		1,325,592
TOTAL MATERIALS				1,325,592
*UTILITIES — 2.93%* *Electric Utilities — 2.93%*
PPL Corp.		49,200		1,525,692
The Southern Company		26,100		1,442,808
TOTAL UTILITIES				2,968,500
Total common stocks (Cost $111,837,504)				100,514,173
Total long-term investments (Cost $111,837,504)				100,514,173
SHORT-TERM INVESTMENTS — 0.52%	Principal Amount
*Time Deposits — 0.52%*
Banco Santander SA, 1.76%, 07/01/2019 *	$	521,733		521,733
Total short-term investments (Cost $521,733)				521,733
Total investments — 99.76% (Cost $112,359,237)				101,035,906
Other assets in excess of liabilities — 0.24%				244,870
Net assets — 100.00%			$	101,280,776

(a) — Non-income producing security.

ADR — American Depositary Receipt

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

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Large Cap Value Fund

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		5.01	%
Wells Fargo & Company		4.49	%
General Electric Company		4.43	%
Citigroup, Inc.		4.17	%
Microsoft Corp.		4.10	%
The Goldman Sachs Group, Inc.		3.58	%
General Motors Company		3.07	%
Hewlett Packard Enterprise Company		3.00	%
Discovery, Inc.		2.80	%
Oracle Corp.		2.66	%

COMMON STOCKS — 97.72%	Shares Held		Value
*COMMUNICATION SERVICES — 8.04%* *Media — 6.29%*
CBS Corp.		108,000	$	5,389,200
Comcast Corp.		279,200		11,804,576
Discovery, Inc. (a)		486,700		13,846,615
				31,040,391
*Wireless Telecommunication Services — 1.75%*
Vodafone Group PLC — ADR		529,844		8,652,352
TOTAL COMMUNICATION SERVICES				39,692,743
*CONSUMER DISCRETIONARY — 6.37%* *Auto Components — 2.58%*
Adient PLC (a)		191,891		4,657,195
Magna International, Inc.		162,500		8,076,250
				12,733,445
*Automobiles — 3.79%*
General Motors Company		393,300		15,153,849
Harley-Davidson, Inc.		99,900		3,579,417
				18,733,266
TOTAL CONSUMER DISCRETIONARY				31,466,711
*CONSUMER STAPLES — 3.67%* *Beverages — 1.21%*
PepsiCo, Inc.		45,600		5,979,528
*Food Products — 0.99%*
Mondelez International, Inc.		90,700		4,888,730
*Personal Products — 1.47%*
Unilever PLC — ADR		117,300		7,269,081
TOTAL CONSUMER STAPLES				18,137,339
*ENERGY — 12.02%* *Energy Equipment & Services — 2.06%*
National Oilwell Varco, Inc.		456,800		10,154,664

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 9.96%*
Apache Corp.		332,600	$	9,635,422
Hess Corp.		171,200		10,883,184
Marathon Oil Corp.		656,300		9,326,023
Marathon Petroleum Corp.		46,093		2,575,677
Murphy Oil Corp.		337,700		8,324,305
Royal Dutch Shell PLC — ADR		129,672		8,437,757
				49,182,368
TOTAL ENERGY				59,337,032
*FINANCIALS — 29.95%* *Banks — 12.58%*
Bank of America Corp.		292,049		8,469,421
Citigroup, Inc.		294,088		20,594,983
Citizens Financial Group, Inc.		308,100		10,894,416
Wells Fargo & Company		468,263		22,158,205
				62,117,025
*Capital Markets — 5.59%*
The Goldman Sachs Group, Inc.		86,400		17,677,440
State Street Corp.		176,700		9,905,802
				27,583,242
*Consumer Finance — 3.66%*
Capital One Financial Corp.		117,600		10,671,024
Discover Financial Services		95,300		7,394,327
				18,065,351
*Diversified Financial Services — 1.41%*
AXA Equitable Holdings, Inc.		332,100		6,940,890
*Insurance — 6.71%*
American International Group, Inc.		464,600		24,753,888
The Travelers Companies, Inc.		56,100		8,388,072
				33,141,960
TOTAL FINANCIALS				147,848,468

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Large Cap Value Fund

	Shares Held		Value
*HEALTH CARE — 7.28%* *Health Care Equipment & Supplies — 3.73%*
Koninklijke Philips NV		62,737	$	2,734,078
Medtronic PLC		116,700		11,365,413
Zimmer Biomet Holdings, Inc.		36,900		4,344,606
				18,444,097
*Health Care Providers & Services — 1.32%*
Anthem, Inc.		23,100		6,519,051
*Pharmaceuticals — 2.23%*
GlaxoSmithKline PLC — ADR		185,500		7,423,710
Sanofi — ADR		82,800		3,582,756
				11,006,466
TOTAL HEALTH CARE				35,969,614
*INDUSTRIALS — 11.27%* *Aerospace & Defense — 0.50%*
Embraer SA — ADR		123,000		2,475,990
*Building Products — 1.50%*
Johnson Controls International PLC		179,519		7,415,930
*Industrial Conglomerates — 4.43%*
General Electric Company		2,082,800		21,869,400
*Machinery — 4.84%*
CNH Industrial NV		979,900		10,073,372
Cummins, Inc.		65,400		11,205,636
PACCAR, Inc.		36,100		2,586,926
				23,865,934
TOTAL INDUSTRIALS				55,627,254
*INFORMATION TECHNOLOGY — 14.67%* *Communications Equipment — 1.28%*
Telefonaktiebolaget LM Ericsson — ADR		667,000		6,336,500
*Electronic Equipment, Instruments & Components — 2.64%*
Corning, Inc.		391,300		13,002,899
*Semiconductors & Semiconductor Equipment — 0.99%*
Texas Instruments, Inc.		42,600		4,888,776
*Software — 6.76%*
Microsoft Corp.		151,100		20,241,356
Oracle Corp.		230,200		13,114,494
				33,355,850
*Technology Hardware, Storage & Peripherals — 3.00%*
Hewlett Packard Enterprise Company		991,900		14,828,905
TOTAL INFORMATION TECHNOLOGY				72,412,930
*MATERIALS — 1.57%* *Containers & Packaging — 1.57%*
International Paper Company		179,200		7,762,944
TOTAL MATERIALS				7,762,944

	Shares Held		Value
*UTILITIES — 2.88%* *Electric Utilities — 2.88%*
PPL Corp.		238,500	$	7,395,885
The Southern Company		123,100		6,804,968
TOTAL UTILITIES				14,200,853
Total common stocks (Cost $501,326,577)				482,455,888
Total long-term investments (Cost $501,326,577)				482,455,888
SHORT-TERM INVESTMENTS — 2.27%	Principal Amount
*Time Deposits — 2.27%*
JPMorgan Chase & Company, 1.76%, 07/01/2019 *	$	11,214,232		11,214,232
Total short-term investments (Cost $11,214,232)				11,214,232
Total investments — 99.99% (Cost $512,540,809)				493,670,120
Other assets in excess of liabilities — 0.01%				33,500
Net assets — 100.00%			$	493,703,620

(a) — Non-income producing security.

ADR — American Depositary Receipt

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

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Mid-Cap Value Fund

Largest Equity Holdings	Percent of net assets
Kosmos Energy Ltd.		4.85	%
Whiting Petroleum Corp.		4.34	%
Citizens Financial Group, Inc.		4.23	%
Popular, Inc.		3.92	%
Hewlett Packard Enterprise Company		3.65	%
Discovery, Inc.		3.58	%
Cairn Energy PLC		3.32	%
CIT Group, Inc.		3.05	%
The Goodyear Tire & Rubber Company		2.92	%
Embraer SA		2.79	%

COMMON STOCKS — 97.30%	Shares Held		Value
*COMMUNICATION SERVICES — 6.15%* *Media — 6.15%*
CBS Corp.		190,900	$	9,525,910
Discovery, Inc. (a)		1,552,900		44,180,005
The Interpublic Group of Companies, Inc.		308,400		6,966,756
News Corp.		1,124,100		15,164,109
TOTAL COMMUNICATION SERVICES				75,836,780
*CONSUMER DISCRETIONARY — 13.18%* *Auto Components — 6.82%*
Adient PLC — ADR (a)		1,155,000		28,031,850
The Goodyear Tire & Rubber Company		2,355,500		36,039,150
Magna International, Inc.		401,300		19,944,610
				84,015,610
*Automobiles — 0.51%*
Harley-Davidson, Inc.		174,300		6,245,169
*Household Durables — 1.71%*
TRI Pointe Group, Inc. (a)		1,762,400		21,095,928
*Specialty Retail — 4.14%*
Bed Bath & Beyond, Inc.		2,007,200		23,323,664
Office Depot, Inc.		13,453,300		27,713,798
				51,037,462
TOTAL CONSUMER DISCRETIONARY				162,394,169
*CONSUMER STAPLES — 1.85%* *Food Products — 1.85%*
Bunge Ltd.		410,000		22,841,100
TOTAL CONSUMER STAPLES				22,841,100
*ENERGY — 19.28%* *Energy Equipment & Services — 4.37%*
C&J Energy Services, Inc. (a)		1,813,300		21,360,674
Frank's International NV (a)		860,800		4,699,968
McDermott International, Inc. (a) (l)		2,011,333		19,429,477
National Oilwell Varco, Inc.		113,300		2,518,659

	Shares Held		Value
Superior Energy Services, Inc. (a)		4,518,100	$	5,873,530
				53,882,308
*Oil, Gas & Consumable Fuels — 14.91%*
Apache Corp.		543,100		15,733,607
Cairn Energy PLC (a) (v)		18,546,700		40,909,272
Hess Corp.		47,400		3,013,218
Kosmos Energy Ltd.		9,539,100		59,810,157
Marathon Oil Corp.		181,800		2,583,378
Murphy Oil Corp.		331,500		8,171,475
Whiting Petroleum Corp. (a)		2,865,925		53,535,479
				183,756,586
TOTAL ENERGY				237,638,894
*FINANCIALS — 25.52%* *Banks — 13.15%*
CIT Group, Inc.		714,924		37,562,107
Citizens Financial Group, Inc.		1,473,300		52,095,888
Fifth Third Bancorp		368,000		10,267,200
First Horizon National Corp.		668,400		9,979,212
KeyCorp		218,900		3,885,475
Popular, Inc.		890,400		48,295,296
				162,085,178
*Capital Markets — 0.91%*
Lazard Ltd.		163,000		5,605,570
State Street Corp.		99,300		5,566,758
				11,172,328
*Consumer Finance — 5.05%*
Ally Financial, Inc.		581,100		18,008,289
Discover Financial Services		204,400		15,859,396
SLM Corp.		1,010,500		9,822,060
Synchrony Financial		536,600		18,603,922
				62,293,667

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Mid-Cap Value Fund

	Shares Held		Value
*Diversified Financial Services — 2.06%*
AXA Equitable Holdings, Inc.		1,216,800	$	25,431,120
*Insurance — 4.35%*
Alleghany Corp. (a)		11,000		7,492,210
CNO Financial Group, Inc.		1,707,700		28,484,436
Enstar Group Ltd. (a)		101,000		17,602,280
				53,578,926
TOTAL FINANCIALS				314,561,219
*HEALTH CARE — 1.23%* *Health Care Equipment & Supplies — 0.50%*
Zimmer Biomet Holdings, Inc.		51,800		6,098,932
*Pharmaceuticals — 0.73%*
Mallinckrodt PLC (a)		984,200		9,034,956
TOTAL HEALTH CARE				15,133,888
*INDUSTRIALS — 12.71%* *Aerospace & Defense — 2.79%*
Embraer SA — ADR		1,705,700		34,335,741
*Air Freight & Logistics — 2.43%*
Royal Mail PLC (v)		11,133,800		29,997,746
*Airlines — 0.54%*
JetBlue Airways Corp. (a)		358,900		6,636,061
*Construction & Engineering — 1.15%*
Fluor Corp.		419,000		14,116,110
*Machinery — 2.66%*
Allison Transmission Holdings, Inc.		147,500		6,836,625
Navistar International Corp. (a)		751,900		25,902,955
				32,739,580
*Road & Rail — 3.14%*
AMERCO		79,700		30,170,435
Avis Budget Group, Inc. (a)		243,800		8,572,008
				38,742,443
TOTAL INDUSTRIALS				156,567,681
*INFORMATION TECHNOLOGY — 10.51%* *Communications Equipment — 1.78%*
CommScope Holding Company, Inc. (a)		751,300		11,817,949
Telefonaktiebolaget LM Ericsson — ADR		1,056,900		10,040,550
				21,858,499
*Electronic Equipment, Instruments & Components — 5.08%*
Arrow Electronics, Inc. (a)		131,300		9,357,751
Avnet, Inc.		617,100		27,936,117
Corning, Inc.		762,300		25,331,229
				62,625,097
*Technology Hardware, Storage & Peripherals — 3.65%*
Hewlett Packard Enterprise Company		3,008,300		44,974,085
TOTAL INFORMATION TECHNOLOGY				129,457,681

	Shares Held		Value
*REAL ESTATE — 3.20%* *Equity Real Estate Investment Trusts — 3.20%*
Colony Capital, Inc.		1,897,100	$	9,485,500
The GEO Group, Inc.		1,427,550		29,992,825
TOTAL REAL ESTATE				39,478,325
*UTILITIES — 3.67%* *Electric Utilities — 1.53%*
PPL Corp.		608,500		18,869,585
*Independent Power and Renewable Electricity* *Producers — 2.14%*
NRG Energy, Inc.		431,500		15,154,280
Vistra Energy Corp.		495,000		11,206,800
				26,361,080
TOTAL UTILITIES				45,230,665
Total common stocks (Cost $1,313,249,214)				1,199,140,402
Total long-term investments (Cost $1,313,249,214)				1,199,140,402
COLLATERAL FOR SECURITIES ON LOAN — 0.01%
*Money Market Funds — 0.01%*
Invesco Government & Agency Portfolio — Institutional Class, 2.27%^		118,110		118,110
Total collateral for securities on loan (Cost $118,110)				118,110
SHORT-TERM INVESTMENTS — 2.94%	Principal Amount
*Time Deposits — 2.94%*
Banco Santander SA, 1.76%, 07/01/2019	$	36,300,170		36,300,170
Brown Brothers Harriman & Co., 0.36%, 07/01/2019	GBP	210		266
Total short-term investments (Cost $36,300,440)				36,300,436
Total investments — 100.25% (Cost $1,349,667,764)				1,235,558,948
Liabilities in excess of other assets — (0.25)%				(3,089,275	)
Net assets — 100.00%			$	1,232,469,673

(a) — Non-income producing security.

(l) — All or a portion of this security is on a loan. The total market value of securities on loan was $115,189. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

(v) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $70,907,018 which represented 5.75% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

GBP — British Pound

^ — Rate shown is the 7-day yield as of June 30, 2019.

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

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Small Cap Value Fund

Largest Equity Holdings	Percent of net assets
Seritage Growth Properties		5.75	%
First Hawaiian, Inc.		5.50	%
Enstar Group Ltd.		5.32	%
Popular, Inc.		3.89	%
Matson, Inc.		3.65	%
Masonite International Corp.		3.35	%
First Horizon National Corp.		3.19	%
Hanger, Inc.		3.12	%
The Bank of NT Butterfield & Son Ltd.		3.11	%
Sonic Automotive, Inc.		3.10	%

COMMON STOCKS — 96.66%	Shares Held		Value
*COMMUNICATION SERVICES — 1.29%* *Media — 1.29%*
MDC Partners, Inc. (a) (o)		3,688,400	$	9,294,768
TOTAL COMMUNICATION SERVICES				9,294,768
*CONSUMER DISCRETIONARY — 7.18%* *Household Durables — 0.65%*
TRI Pointe Group, Inc. (a)		391,600		4,687,452
*Specialty Retail — 6.53%*
Bed Bath & Beyond, Inc.		309,600		3,597,552
Group 1 Automotive, Inc.		65,800		5,388,362
Office Depot, Inc.		7,642,700		15,743,962
Sonic Automotive, Inc.		959,500		22,404,325
				47,134,201
TOTAL CONSUMER DISCRETIONARY				51,821,653
*ENERGY — 10.10%* *Energy Equipment & Services — 5.11%*
C&J Energy Services, Inc. (a)		621,300		7,318,914
Frank's International NV (a)		3,914,300		21,372,078
Key Energy Services, Inc. (a) (l)		254,900		573,525
McDermott International, Inc. (a) (l)		251,800		2,432,388
Nine Energy Service, Inc. (a)		276,000		4,783,080
Quintana Energy Services, Inc. (a) (i) (l)		277,700		447,097
				36,927,082
*Oil, Gas & Consumable Fuels — 4.99%*
Altus Midstream Company (a)		353,000		1,313,160
Berry Petroleum Corp.		294,300		3,119,580
Cairn Energy PLC (a) (v)		734,400		1,619,899
Kosmos Energy Ltd.		2,062,200		12,929,994
Range Resources Corp.		717,200		5,006,056
Rockhopper Exploration PLC (a) (v)		5,054,700		1,320,931
Talos Energy, Inc. (a)		62,200		1,495,910
Whiting Petroleum Corp. (a)		495,125		9,248,935
				36,054,465
TOTAL ENERGY				72,981,547

	Shares Held		Value
*FINANCIALS — 33.92%* *Banks — 17.48%*
Associated Banc-Corp		367,700	$	7,773,178
The Bank of NT Butterfield & Son Ltd.		661,400		22,461,144
First Hawaiian, Inc.		1,535,700		39,728,559
First Horizon National Corp.		1,544,831		23,064,327
Investors Bancorp, Inc.		258,000		2,876,700
Popular, Inc.		517,900		28,090,896
TCF Financial Corp.		106,800		2,220,372
				126,215,176
*Capital Markets — 3.62%*
BrightSphere Investment Group PLC		259,400		2,959,754
Lazard Ltd.		302,500		10,402,975
Stifel Financial Corp.		216,200		12,768,772
				26,131,501
*Consumer Finance — 1.50%*
SLM Corp.		1,111,600		10,804,752
*Insurance — 10.79%*
CNO Financial Group, Inc.		1,229,900		20,514,732
Enstar Group Ltd. (a)		220,579		38,442,508
Global Indemnity Ltd.		381,636		11,815,451
Horace Mann Educators Corp.		177,300		7,143,417
				77,916,108
*Thrifts & Mortgage Finance — 0.53%*
Luther Burbank Corp.		251,200		2,735,568
TFS Financial Corp.		61,700		1,114,919
				3,850,487
TOTAL FINANCIALS				244,918,024
*HEALTH CARE — 3.12%* *Health Care Providers & Services — 3.12%*
Hanger, Inc. (a)		1,177,500		22,549,125
TOTAL HEALTH CARE				22,549,125

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Small Cap Value Fund

	Shares Held		Value
*INDUSTRIALS — 18.99%* *Aerospace & Defense — 2.49%*
Embraer SA — ADR		892,300	$	17,961,999
*Building Products — 5.13%*
Armstrong Flooring, Inc. (a)		224,800		2,214,280
Masonite International Corp. (a)		459,500		24,206,460
Resideo Technologies, Inc. (a)		485,500		10,642,160
				37,062,900
*Commercial Services & Supplies — 0.76%*
Quad/Graphics, Inc.		697,400		5,516,434
*Construction & Engineering — 2.78%*
Fluor Corp.		128,900		4,342,641
Tutor Perini Corp. (a)		1,134,300		15,732,741
				20,075,382
*Machinery — 2.81%*
EnPro Industries, Inc.		43,200		2,757,888
Miller Industries, Inc.		390,400		12,004,800
Navistar International Corp. (a)		161,700		5,570,565
				20,333,253
*Marine — 3.65%*
Matson, Inc.		677,800		26,332,530
*Professional Services — 0.38%*
Hudson Global, Inc. (a) (i) (o)		218,760		2,723,562
*Trading Companies & Distributors — 0.99%*
Rush Enterprises, Inc.		195,400		7,136,008
TOTAL INDUSTRIALS				137,142,068
*INFORMATION TECHNOLOGY — 10.32%* *Communications Equipment — 1.11%*
Casa Systems, Inc. (a)		206,500		1,327,795
CommScope Holding Company, Inc. (a)		423,600		6,663,228
				7,991,023
*Electronic Equipment, Instruments & Components — 5.71%*
Arrow Electronics, Inc. (a)		226,800		16,164,036
Avnet, Inc.		459,300		20,792,511
Belden, Inc.		71,400		4,253,298
				41,209,845
*IT Services — 2.12%*
KBR, Inc.		613,700		15,305,678
*Semiconductors & Semiconductor Equipment — 1.38%*
Diodes, Inc. (a)		275,200		10,009,024
TOTAL INFORMATION TECHNOLOGY				74,515,570
*MATERIALS — 0.00%* *Metals & Mining — 0.00%*
Noranda Aluminum Holding Corp. (a) (i) (o)		800,300		9,203
TOTAL MATERIALS				9,203

	Shares Held		Value
*REAL ESTATE — 8.77%* *Equity Real Estate Investment Trusts — 8.77%*
Colony Capital, Inc.		1,367,700	$	6,838,500
The GEO Group, Inc.		711,144		14,941,135
Seritage Growth Properties (l)		966,900		41,538,024
TOTAL REAL ESTATE				63,317,659
*UTILITIES — 2.97%* *Electric Utilities — 2.37%*
Portland General Electric Company		316,200		17,128,554
*Multi-Utilities — 0.60%*
Avista Corp.		97,200		4,335,120
TOTAL UTILITIES				21,463,674
Total common stocks (Cost $717,475,316)				698,013,291
Total long-term investments (Cost $717,475,316)				698,013,291
COLLATERAL FOR SECURITIES ON LOAN — 4.32%
*Money Market Funds — 4.32%*
Invesco Government & Agency Portfolio — Institutional Class, 2.27%^		31,156,546		31,156,546
Total collateral for securities on loan (Cost $31,156,546)				31,156,546
SHORT-TERM INVESTMENTS — 4.03%	Principal Amount
*Time Deposits — 4.03%*
Banco Santander SA, 1.76%, 07/01/2019 *	$	29,123,048		29,123,048
Brown Brothers Harriman & Co., 0.81%, 07/02/2019 *	CAD	115		87
Total short-term investments (Cost $29,123,132)				29,123,135
Total investments — 105.01% (Cost $777,754,994)				758,292,972
Liabilities in excess of other assets — (5.01)%				(36,165,948	)
Net assets — 100.00%			$	722,127,024

(a) — Non-income producing security.

(i) — Illiquid security. The total market value of these securities was $3,179,862, which represented 0.44% of net assets.

(l) — All or a portion of this security is on loan. The total market value of securities on loan was $30,514,580. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

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

(v) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $2,940,830, which represented 0.41% of net assets. See Security Valuation in Note 1 in Notes to Financial Statements.

ADR — American Depositary Receipt

CAD — Canadian Dollar

^ — Rate shown is the 7-day yield as of June 30, 2019.

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

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Small Cap Diversified Value Fund

Largest Equity Holdings	Percent of net assets
Commercial Vehicle Group, Inc.		0.46	%
Wabash National Corp.		0.44	%
Adient PLC		0.43	%
Cooper-Standard Holdings, Inc.		0.43	%
Methode Electronics, Inc.		0.43	%
First BanCorp		0.43	%
Magellan Health, Inc.		0.42	%
Boston Private Financial Holdings, Inc.		0.42	%
Diodes, Inc.		0.42	%
Group 1 Automotive, Inc.		0.42	%

COMMON STOCKS — 94.91%	Shares Held		Value
*COMMUNICATION SERVICES — 1.31%* *Media — 1.31%*
Emerald Expositions Events, Inc.		19,400	$	216,310
Entravision Communications Corp.		74,965		233,891
MDC Partners, Inc. (a)		109,971		277,126
Meredith Corp.		3,545		195,188
MSG Networks, Inc. (a)		12,889		267,318
TEGNA, Inc.		6,337		96,006
TOTAL COMMUNICATION SERVICES				1,285,839
*CONSUMER DISCRETIONARY — 12.87%* *Auto Components — 3.02%*
Adient PLC (a)		17,495		424,604
Cooper Tire & Rubber Company		12,359		389,926
Cooper-Standard Holdings, Inc. (a)		9,235		423,148
Delphi Technologies PLC (a)		20,500		410,000
The Goodyear Tire & Rubber Company		25,700		393,210
Motorcar Parts of America, Inc. (a)		15,969		341,896
Tower International, Inc.		20,294		395,733
Visteon Corp. (a)		3,300		193,314
				2,971,831
*Automobiles — 0.50%*
Thor Industries, Inc.		6,800		397,460
Winnebago Industries, Inc.		2,400		92,760
				490,220
*Diversified Consumer Services — 0.09%*
Weight Watchers International, Inc. (a)		4,600		87,860
*Hotels, Restaurants & Leisure — 1.22%*
Brinker International, Inc.		5,000		196,750
Hilton Grand Vacations, Inc. (a)		12,792		407,041
Twin River Worldwide Holdings, Inc.		6,300		187,425
Wyndham Destinations, Inc.		9,200		403,880
				1,195,096

	Shares Held		Value
*Household Durables — 3.07%*
Century Communities, Inc. (a)		10,766	$	286,160
Ethan Allen Interiors, Inc.		8,825		185,855
Flexsteel Industries, Inc.		4,614		78,715
Green Brick Partners, Inc. (a)		10,380		86,258
Hooker Furniture Corp.		14,575		300,537
LGI Homes, Inc. (a)		3,943		281,648
M/I Homes, Inc. (a)		3,423		97,692
Meritage Homes Corp. (a)		5,469		280,778
Taylor Morrison Home Corp. (a)		18,610		390,066
TRI Pointe Group, Inc. (a)		29,921		358,154
Tupperware Brands Corp.		14,962		284,727
ZAGG, Inc. (a)		55,879		388,918
				3,019,508
*Internet & Catalog Retail — 0.19%*
PetMed Express, Inc.		11,900		186,473
*Leisure Products — 0.33%*
Johnson Outdoors, Inc.		1,200		89,484
Nautilus, Inc. (a)		104,474		230,888
				320,372
*Multiline Retail — 0.10%*
Dillard's, Inc.		1,600		99,648
*Specialty Retail — 3.75%*
Asbury Automotive Group, Inc. (a)		3,514		296,371
AutoNation, Inc. (a)		9,200		385,848
Bed Bath & Beyond, Inc.		8,214		95,447
The Buckle, Inc.		5,500		95,205
Camping World Holdings, Inc.		15,900		197,478
Group 1 Automotive, Inc.		5,028		411,742
Haverty Furniture Companies, Inc.		11,398		194,108
Hibbett Sports, Inc. (a)		15,073		274,329
Lithia Motors, Inc.		2,872		341,136

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
Office Depot, Inc.		149,846	$	308,683
Penske Automotive Group, Inc.		6,200		293,260
Sonic Automotive, Inc.		16,920		395,081
Sportsman's Warehouse Holdings, Inc. (a)		24,652		93,185
Urban Outfitters, Inc. (a)		8,200		186,550
Zumiez, Inc. (a)		4,500		117,450
				3,685,873
*Textiles, Apparel & Luxury Goods — 0.60%*
G-III Apparel Group Ltd. (a)		6,800		200,056
Movado Group, Inc.		11,112		300,024
Unifi, Inc. (a)		5,200		94,484
				594,564
TOTAL CONSUMER DISCRETIONARY				12,651,445
*CONSUMER STAPLES — 1.74%* *Food & Staples Retailing — 0.16%*
Village Super Market, Inc.		5,916		156,833
*Household Products — 0.38%*
Energizer Holdings, Inc.		9,600		370,944
*Personal Products — 0.80%*
Nu Skin Enterprises, Inc.		8,000		394,560
USANA Health Sciences, Inc. (a)		4,900		389,207
				783,767
*Tobacco — 0.40%*
Universal Corp.		6,500		395,005
TOTAL CONSUMER STAPLES				1,706,549
*ENERGY — 7.52%* *Energy Equipment & Services — 3.05%*
C&J Energy Services, Inc. (a)		29,193		343,894
Cactus, Inc. (a)		5,600		185,472
Frank's International NV (a)		61,250		334,425
FTS International, Inc. (a)		16,400		91,512
Keane Group, Inc. (a)		53,700		360,864
Liberty Oilfield Services, Inc.		20,900		338,162
Mammoth Energy Services, Inc.		43,300		297,904
Newpark Resources, Inc. (a)		28,100		208,502
Nine Energy Service, Inc. (a)		5,300		91,849
ProPetro Holding Corp. (a)		14,600		302,220
Smart Sand, Inc. (a)		24,585		59,987
Solaris Oilfield Infrastructure, Inc.		24,500		367,010
US Well Services, Inc. (a) (i)		2,800		13,496
				2,995,297
*Oil, Gas & Consumable Fuels — 4.47%*
Altus Midstream Company (a)		47,200		175,584
Berry Petroleum Corp.		36,400		385,840
Bonanza Creek Energy, Inc. (a)		19,500		407,159

	Shares Held		Value
Callon Petroleum Company (a)		28,331	$	186,701
Contango Oil & Gas Company (a)		72,448		126,060
Delek US Holdings, Inc.		5,300		214,756
Earthstone Energy, Inc. (a)		50,487		308,980
Hoegh LNG Partners LP		6,900		119,370
Kosmos Energy Ltd.		62,673		392,960
Noble Midstream Partners LP		5,800		192,908
Oasis Midstream Partners LP		9,500		204,250
Par Pacific Holdings, Inc. (a)		9,600		196,992
Range Resources Corp.		56,300		392,974
Renewable Energy Group, Inc. (a)		13,139		208,385
REX American Resources Corp. (a)		4,078		297,286
Talos Energy, Inc. (a)		4,000		96,200
Whiting Petroleum Corp. (a)		20,645		385,649
World Fuel Services Corp.		2,804		100,832
				4,392,886
TOTAL ENERGY				7,388,183
*FINANCIALS — 33.17%* *Banks — 18.54%*
1st Source Corp.		4,266		197,942
Amalgamated Bank (i)		11,200		195,440
Associated Banc-Corp		18,000		380,520
BankUnited, Inc.		11,000		371,140
Bar Harbor Bankshares		5,846		155,445
Boston Private Financial Holdings, Inc.		34,300		414,001
Bridge Bancorp, Inc.		6,470		190,606
Brookline Bancorp, Inc.		18,876		290,313
Bryn Mawr Bank Corp.		2,300		85,836
Camden National Corp.		4,316		197,975
Carolina Financial Corp.		8,086		283,738
Cathay General Bancorp		11,122		399,391
Chemical Financial Corp.		9,600		394,656
City Holding Company		2,480		189,125
Community Trust Bancorp, Inc.		7,070		298,990
ConnectOne Bancorp, Inc.		13,100		296,846
Customers Bancorp, Inc. (a)		18,664		391,944
Eagle Bancorp, Inc.		3,400		184,042
Equity Bancshares, Inc. (a)		9,600		255,936
Financial Institutions, Inc.		8,531		248,679
First BanCorp		37,836		417,708
First Business Financial Services, Inc.		3,835		90,123
First Financial Bancorp		12,200		295,484
First Financial Corp.		6,403		257,144
First Hawaiian, Inc.		14,470		374,339
First Internet Bancorp		10,489		225,933

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
First Mid Bancshares, Inc.		2,742	$	95,751
The First of Long Island Corp.		4,100		82,328
Flushing Financial Corp.		12,848		285,226
FNB Corp.		24,600		289,542
Franklin Financial Network, Inc.		13,840		385,582
Fulton Financial Corp.		24,100		394,517
Great Southern Bancorp, Inc.		4,500		269,325
Great Western Bancorp, Inc.		11,166		398,850
Hancock Whitney Corp.		4,700		188,282
Hanmi Financial Corp.		17,317		385,650
Hilltop Holdings, Inc.		18,287		388,964
Home BancShares, Inc.		10,200		196,452
HomeTrust Bancshares, Inc.		3,829		96,261
Hope Bancorp, Inc.		27,643		380,921
Horizon Bancorp, Inc.		11,900		194,446
IBERIABANK Corp.		2,500		189,625
International Bancshares Corp.		7,436		280,412
Investors Bancorp, Inc.		34,324		382,713
Lakeland Bancorp, Inc.		24,700		398,905
Live Oak Bancshares, Inc.		23,795		408,084
Metropolitan Bank Holding Corp. (a)		2,200		96,800
Midland States Bancorp, Inc.		15,243		407,293
MidWestOne Financial Group, Inc.		3,094		86,508
Northrim BanCorp, Inc.		2,774		98,921
Old National Bancorp		5,174		85,837
Opus Bank		9,200		194,212
Orrstown Financial Services, Inc.		4,249		93,436
Pacific Premier Bancorp, Inc.		6,400		197,632
Park National Corp.		900		89,451
Peapack Gladstone Financial Corp.		13,826		388,787
RBB Bancorp		4,752		91,904
Republic Bancorp, Inc.		1,800		89,550
Sandy Spring Bancorp, Inc.		11,445		399,202
Simmons First National Corp.		8,500		197,710
South State Corp.		2,600		191,542
Southern National Bancorp of Virginia, Inc.		13,166		201,571
TCF Financial Corp.		14,100		293,139
Texas Capital Bancshares, Inc. (a)		6,400		392,768
Towne Bank		3,600		98,208
TriCo Bancshares		4,964		187,639
Triumph Bancorp, Inc. (a)		6,600		191,730
Trustmark Corp.		8,961		297,953
UMB Financial Corp.		1,500		98,730
Umpqua Holdings Corp.		5,900		97,881
Univest Financial Corp.		3,800		99,788

	Shares Held		Value
Valley National Bancorp		36,600	$	394,548
WesBanco, Inc.		2,600		100,230
West Bancorporation, Inc.		4,149		88,042
Wintrust Financial Corp.		2,700		197,532
				18,223,676
*Capital Markets — 3.61%*
AllianceBernstein Holding LP		6,734		200,134
Artisan Partners Asset Management, Inc.		7,000		192,640
BrightSphere Investment Group PLC		17,323		197,655
Cowen, Inc. (a)		18,000		309,420
GAIN Capital Holdings, Inc.		22,400		92,512
GAMCO Investors, Inc.		5,436		104,208
Greenhill & Company, Inc.		21,365		290,350
INTL FCStone, Inc. (a)		3,800		150,442
Legg Mason, Inc.		9,397		359,718
Och-Ziff Capital Management Group, Inc.		8,511		195,413
Oppenheimer Holdings, Inc.		11,191		304,619
Stifel Financial Corp.		3,300		194,898
Victory Capital Holdings, Inc. (a)		16,427		282,216
Virtus Investment Partners, Inc.		2,700		289,980
Waddell & Reed Financial, Inc.		11,248		187,504
Westwood Holdings Group, Inc.		5,600		197,120
				3,548,829
*Consumer Finance — 0.57%*
Navient Corp.		27,890		380,699
SLM Corp.		18,800		182,736
				563,435
*Diversified Financial Services — 0.30%*
FGL Holdings		34,750		291,900
*Insurance — 4.00%*
Ambac Financial Group, Inc. (a)		22,887		385,646
American Equity Investment Life Holding Company		6,726		182,678
CNO Financial Group, Inc.		22,586		376,734
Employers Holdings, Inc.		6,785		286,802
Enstar Group Ltd. (a)		2,249		391,956
Global Indemnity Ltd.		6,348		196,534
Horace Mann Educators Corp.		8,764		353,102
MBIA, Inc. (a)		31,646		294,624
National Western Life Group, Inc.		1,425		366,225
ProAssurance Corp.		9,667		349,075
Stewart Information Services Corp.		6,891		279,017
Third Point Reinsurance Ltd. (a)		27,098		279,651
United Fire Group, Inc.		3,900		188,994
				3,931,038

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
*Mortgage Real Estate Investment Trusts — 1.66%*
Colony Credit Real Estate, Inc.		23,982	$	371,721
Ellington Financial, Inc.		21,289		382,563
Exantas Capital Corp.		34,271		387,605
Great Ajax Corp.		14,560		203,840
Ready Capital Corp.		18,991		282,966
				1,628,695
*Thrifts & Mortgage Finance — 4.49%*
Capitol Federal Financial, Inc.		13,783		189,792
Dime Community Bancshares, Inc.		20,263		384,794
First Defiance Financial Corp.		1,000		28,570
FS Bancorp, Inc.		2,000		103,740
Hingham Institution for Savings		1,000		198,010
HomeStreet, Inc. (a)		12,778		378,740
Luther Burbank Corp.		18,185		198,035
Merchants Bancorp		9,960		169,619
Meridian Bancorp, Inc.		10,700		191,423
Northfield Bancorp, Inc.		18,277		285,304
OceanFirst Financial Corp.		7,600		188,860
Oritani Financial Corp.		22,846		405,287
Southern Missouri Bancorp, Inc.		2,559		89,130
Sterling Bancorp, Inc.		19,462		194,036
Territorial Bancorp, Inc.		3,392		104,813
TrustCo Bank Corp.		50,964		403,635
United Financial Bancorp, Inc.		21,100		299,198
Washington Federal, Inc.		11,544		403,232
Waterstone Financial, Inc.		11,383		194,194
				4,410,412
TOTAL FINANCIALS				32,597,985
*HEALTH CARE — 2.29%* *Health Care Providers & Services — 1.62%*
Hanger, Inc. (a)		19,900		381,085
Magellan Health, Inc. (a)		5,606		416,133
MEDNAX, Inc. (a)		16,300		411,249
Patterson Companies, Inc.		16,700		382,430
				1,590,897
*Life Sciences Tools & Services — 0.31%*
Medpace Holdings, Inc. (a)		4,700		307,474
*Pharmaceuticals — 0.36%*
Taro Pharmaceutical Industries Ltd.		4,100		350,222
TOTAL HEALTH CARE				2,248,593
*INDUSTRIALS — 17.36%* *Aerospace & Defense — 1.20%*
AAR Corp.		8,900		327,431
Moog, Inc.		1,100		102,971

	Shares Held		Value
National Presto Industries, Inc.		3,894	$	363,271
Vectrus, Inc. (a)		9,455		383,495
				1,177,168
*Airlines — 0.21%*
Hawaiian Holdings, Inc.		7,410		203,256
*Building Products — 1.93%*
Apogee Enterprises, Inc.		7,356		319,545
Armstrong Flooring, Inc. (a)		37,295		367,356
Builders FirstSource, Inc. (a)		6,405		107,988
Caesarstone Ltd.		25,872		388,856
Continental Building Products, Inc. (a)		7,700		204,589
Insteel Industries, Inc.		1,100		22,902
Masonite International Corp. (a)		7,441		391,991
Universal Forest Products, Inc.		2,594		98,728
				1,901,955
*Commercial Services & Supplies — 1.91%*
ACCO Brands Corp.		24,319		191,391
Deluxe Corp.		6,815		277,098
Ennis, Inc.		12,377		253,976
Herman Miller, Inc.		5,094		227,702
Interface, Inc.		12,300		188,559
Knoll, Inc.		9,146		210,175
Quad/Graphics, Inc.		41,210		325,970
Steelcase, Inc.		12,115		207,167
				1,882,038
*Construction & Engineering — 1.33%*
Arcosa, Inc.		2,600		97,838
MasTec, Inc. (a)		2,000		103,060
MYR Group, Inc. (a)		2,684		100,247
Primoris Services Corp.		14,503		303,548
Tutor Perini Corp. (a)		29,601		410,566
Valmont Industries, Inc.		2,296		291,156
				1,306,415
*Electrical Equipment — 1.57%*
AZZ, Inc.		6,600		303,732
Encore Wire Corp.		3,496		204,796
EnerSys		5,900		404,150
GrafTech International Ltd.		33,700		387,550
Preformed Line Products Company		2,527		140,299
Thermon Group Holdings, Inc. (a)		4,083		104,729
				1,545,256
*Machinery — 5.44%*
Astec Industries, Inc.		8,600		280,016
Blue Bird Corp. (a)		19,930		392,422

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
Commercial Vehicle Group, Inc. (a)		56,815	$	455,657
EnPro Industries, Inc.		6,280		400,915
Global Brass & Copper Holdings, Inc.		6,621		289,536
Graham Corp.		9,089		183,689
The Greenbrier Companies, Inc.		12,999		395,170
Hillenbrand, Inc.		7,400		292,818
Hyster-Yale Materials Handling, Inc.		3,627		200,428
Kennametal, Inc.		2,700		99,873
Meritor, Inc. (a)		16,013		388,315
Miller Industries, Inc.		1,800		55,350
Mueller Water Products, Inc.		18,800		184,616
Navistar International Corp. (a)		11,436		393,970
REV Group, Inc.		13,793		198,757
Spartan Motors, Inc.		9,000		98,640
Terex Corp.		12,600		395,640
The Timken Company		4,061		208,492
Wabash National Corp.		26,412		429,723
				5,344,027
*Marine — 0.41%*
Matson, Inc.		10,483		407,265
*Professional Services — 1.62%*
BG Staffing, Inc.		8,700		164,256
GP Strategies Corp. (a)		15,883		239,516
InnerWorkings, Inc. (a)		65,062		248,537
Kelly Services, Inc.		11,530		301,970
Korn Ferry		6,276		251,479
Resources Connection, Inc.		11,785		188,678
TrueBlue, Inc. (a)		8,800		194,128
				1,588,564
*Road & Rail — 0.70%*
Covenant Transportation Group, Inc. (a)		18,100		266,251
Schneider National, Inc.		5,300		96,672
Universal Logistics Holdings, Inc.		5,700		128,079
Werner Enterprises, Inc.		6,300		195,804
				686,806
*Trading Companies & Distributors — 1.04%*
Aircastle Ltd.		9,200		195,592
DXP Enterprises, Inc. (a)		4,200		159,138
Rush Enterprises, Inc.		10,298		376,083
WESCO International, Inc. (a)		5,765		291,997
				1,022,810
TOTAL INDUSTRIALS				17,065,560

	Shares Held		Value
*INFORMATION TECHNOLOGY — 8.65%* *Communications Equipment — 0.90%*
Casa Systems, Inc. (a)		30,600	$	196,758
CommScope Holding Company, Inc. (a)		12,000		188,760
NETGEAR, Inc. (a)		8,669		219,239
Plantronics, Inc.		7,500		277,800
				882,557
*Electronic Equipment, Instruments & Components — 4.96%*
Anixter International, Inc. (a)		6,568		392,175
AVX Corp.		23,127		383,908
Belden, Inc.		6,700		399,119
Benchmark Electronics, Inc.		12,263		308,047
ePlus, Inc. (a)		2,700		186,138
Insight Enterprises, Inc. (a)		5,368		312,418
Kimball Electronics, Inc. (a)		18,200		295,568
Methode Electronics, Inc.		14,659		418,807
PC Connection, Inc.		8,016		280,400
Plexus Corp. (a)		6,956		406,021
Sanmina Corp. (a)		12,935		391,672
ScanSource, Inc. (a)		8,953		291,510
Tech Data Corp. (a)		3,935		411,600
Vishay Intertechnology, Inc.		24,126		398,562
				4,875,945
*IT Services — 1.28%*
Cass Information Systems, Inc.		4,200		203,616
CSG Systems International, Inc.		7,910		386,245
KBR, Inc.		15,625		389,688
NIC, Inc.		17,573		281,871
				1,261,420
*Semiconductors & Semiconductor Equipment — 0.80%*
Diodes, Inc. (a)		11,379		413,854
Photronics, Inc. (a)		45,154		370,263
				784,117
*Software — 0.41%*
Ebix, Inc.		8,100		406,782
*Technology Hardware, Storage & Peripherals — 0.30%*
Super Micro Computer, Inc. (a)		15,100		292,185
TOTAL INFORMATION TECHNOLOGY				8,503,006
*MATERIALS — 3.97%* *Chemicals — 2.34%*
American Vanguard Corp.		13,529		208,482
Cabot Corp.		6,500		310,115
FutureFuel Corp.		10,500		122,745
Innophos Holdings, Inc.		10,100		294,011
Koppers Holdings, Inc. (a)		3,080		90,429

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Small Cap Diversified Value Fund

	Shares Held		Value
Livent Corp. (a)		55,900	$	386,828
Minerals Technologies, Inc.		3,384		181,078
PolyOne Corp.		6,500		204,035
Trinseo SA		7,200		304,848
Valvoline, Inc.		10,100		197,253
				2,299,824
*Containers & Packaging — 0.30%*
Greif, Inc.		3,000		97,650
Silgan Holdings, Inc.		6,400		195,840
				293,490
*Metals & Mining — 1.13%*
Century Aluminum Company (a)		27,300		188,643
Cleveland-Cliffs, Inc.		29,240		311,991
Kaiser Aluminum Corp.		2,997		292,537
Worthington Industries, Inc.		7,900		318,054
				1,111,225
*Paper & Forest Products — 0.20%*
Mercer International, Inc.		12,700		196,469
TOTAL MATERIALS				3,901,008
*REAL ESTATE — 1.35%* *Equity Real Estate Investment Trusts — 0.76%*
Colony Capital, Inc.		72,632		363,160
Seritage Growth Properties		9,008		386,984
				750,144
*Real Estate Management & Development — 0.59%*
Consolidated-Tomoka Land Company		3,400		202,980
Five Point Holdings LLC (a)		24,100		181,232
Marcus & Millichap, Inc. (a)		6,200		191,270
				575,482
TOTAL REAL ESTATE				1,325,626
*UTILITIES — 4.68%* *Electric Utilities — 1.37%*
ALLETE, Inc.		4,576		380,769
El Paso Electric Company		5,824		380,890
PNM Resources, Inc.		5,962		303,525
Spark Energy, Inc.		25,326		283,398
				1,348,582
*Gas Utilities — 1.76%*
Northwest Natural Holding Company		5,552		385,864
South Jersey Industries, Inc.		11,344		382,633
Spire, Inc.		4,493		377,053
Star Group LP		19,460		194,405
Suburban Propane Partners LP		16,227		394,154
				1,734,109

	Shares Held		Value
*Multi-Utilities — 1.16%*
Avista Corp.		8,531	$	380,482
NorthWestern Corp.		5,233		377,561
Unitil Corp.		6,312		378,026
				1,136,069
*Water Utilities — 0.39%*
California Water Service Group		7,600		384,788
TOTAL UTILITIES				4,603,548
Total common stocks (Cost $93,533,129)				93,277,342
Total long-term investments (Cost $93,533,129)				93,277,342
SHORT-TERM INVESTMENTS — 4.50%	Principal Amount
*Time Deposits — 4.50%*
Banco Bilbao Vizcaya Argentaria SA, 1.76%, 07/01/2019 *	$	4,422,050		4,422,050
Total short-term investments (Cost $4,422,050)				4,422,050
Total investments — 99.41% (Cost $97,955,179)				97,699,392
Other assets in excess of liabilities — 0.59%				580,366
Net assets — 100.00%			$	98,279,758

(a) — Non-income producing security.

(i) — Illiquid security. The total market value of these securities was $208,936, which represented 0.21% of net assets.

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

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Global Value Fund

* Based on country of risk.

Largest Equity Holdings	Percent of net assets
American International Group, Inc.		4.50	%
General Electric Company		4.46	%
Wells Fargo & Company		3.70	%
The Goldman Sachs Group, Inc.		3.56	%
Microsoft Corp.		3.32	%
Discovery, Inc.		2.81	%
BAE Systems PLC		2.76	%
Oracle Corp.		2.73	%
CNH Industrial NV		2.59	%
Hewlett Packard Enterprise Company		2.48	%

COMMON STOCKS — 96.43%	Shares Held		Value
*COMMUNICATION SERVICES — 4.96%* *Media — 2.81%*
Discovery, Inc. (a)		39,450	$	1,122,352
*Wireless Telecommunication Services — 2.15%*
Vodafone Group PLC — ADR		52,772		861,767
TOTAL COMMUNICATION SERVICES				1,984,119
*CONSUMER DISCRETIONARY — 7.77%* *Auto Components — 3.34%*
Adient PLC — ADR (a)		16,431		398,780
Magna International, Inc.		18,811		934,907
				1,333,687
*Automobiles — 3.82%*
Bayerische Motoren Werke AG (v)		9,397		582,251
General Motors Company		24,545		945,719
				1,527,970
*Specialty Retail — 0.61%*
Kingfisher PLC (v)		89,802		244,773
TOTAL CONSUMER DISCRETIONARY				3,106,430
*CONSUMER STAPLES — 3.95%* *Beverages — 2.02%*
Heineken Holding NV (v)		3,787		396,670
PepsiCo, Inc.		3,128		410,175
				806,845
*Food & Staples Retailing — 0.87%*
Tesco PLC (v)		120,514		347,404
*Personal Products — 1.06%*
Unilever PLC (v)		6,856		425,589
TOTAL CONSUMER STAPLES				1,579,838
*ENERGY — 8.63%* *Energy Equipment & Services — 3.24%*
Frank's International NV (a)		89,916		490,941
National Oilwell Varco, Inc.		36,269		806,260
				1,297,201

	Shares Held		Value
*Oil, Gas & Consumable Fuels — 5.39%*
Apache Corp.		9,202	$	266,582
Cairn Energy PLC (a) (v)		193,390		426,569
Kosmos Energy Ltd.		94,388		591,813
Marathon Oil Corp.		18,283		259,801
Whiting Petroleum Corp. (a)		32,703		610,892
				2,155,657
TOTAL ENERGY				3,452,858
*FINANCIALS — 29.32%* *Banks — 15.96%*
Barclays PLC (v)		364,576		693,444
BNP Paribas SA (v)		12,556		595,221
Citigroup, Inc.		5,604		392,448
Citizens Financial Group, Inc.		11,200		396,032
Credito Valtellinese SpA (a) (v)		5,351,369		343,592
ING Groep NV (v)		51,456		596,053
Royal Bank of Scotland Group PLC (v)		102,400		285,606
Societe Generale SA (v)		36,473		920,556
UniCredit SpA (v)		55,300		680,679
Wells Fargo & Company		31,230		1,477,804
				6,381,435
*Capital Markets — 5.25%*
Credit Suisse Group AG (a) (v)		56,564		677,024
The Goldman Sachs Group, Inc.		6,954		1,422,789
				2,099,813
*Insurance — 8.11%*
American International Group, Inc.		33,769		1,799,212
Tokio Marine Holdings, Inc. (v)		17,200		863,016
Zurich Insurance Group AG (v)		1,671		581,424
				3,243,652
TOTAL FINANCIALS				11,724,900

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Global Value Fund

	Shares Held		Value
*HEALTH CARE — 4.12%* *Health Care Equipment & Supplies — 1.59%*
Medtronic PLC		6,500	$	633,035
*Health Care Providers & Services — 1.28%*
Anthem, Inc.		1,815		512,211
*Pharmaceuticals — 1.25%*
GlaxoSmithKline PLC — ADR		12,519		501,011
TOTAL HEALTH CARE				1,646,257
*INDUSTRIALS — 21.78%* *Aerospace & Defense — 5.80%*
Airbus SE (v)		2,800		396,260
BAE Systems PLC (v)		175,559		1,103,372
Embraer SA — ADR		40,753		820,358
				2,319,990
*Air Freight & Logistics — 2.36%*
Royal Mail PLC (v)		350,487		944,315
*Building Products — 0.97%*
Masonite International Corp. (a)		7,351		387,251
*Industrial Conglomerates — 4.46%*
General Electric Company		169,972		1,784,706
*Machinery — 6.79%*
CNH Industrial NV		100,782		1,036,039
Cummins, Inc.		3,529		604,659
Danieli & C Officine Meccaniche SpA (v)		54,560		685,730
Navistar International Corp. (a)		11,292		389,009
				2,715,437
*Road & Rail — 1.40%*
AMERCO		1,472		557,226
TOTAL INDUSTRIALS				8,708,925
*INFORMATION TECHNOLOGY — 13.71%* *Communications Equipment — 1.42%*
Telefonaktiebolaget LM Ericsson — ADR		59,972		569,734
*Electronic Equipment, Instruments & Components — 3.76%*
Corning, Inc.		24,773		823,207
Hitachi Ltd. (v)		18,500		680,665
				1,503,872
*Software — 6.05%*
Microsoft Corp.		9,913		1,327,945
Oracle Corp.		19,175		1,092,400
				2,420,345
*Technology Hardware, Storage & Peripherals — 2.48%*
Hewlett Packard Enterprise Company		66,187		989,496
TOTAL INFORMATION TECHNOLOGY				5,483,447

	Shares Held		Value
*REAL ESTATE — 2.19%* *Equity Real Estate Investment Trusts — 2.19%*
Seritage Growth Properties		20,343	$	873,935
TOTAL REAL ESTATE				873,935
Total common stocks (Cost $38,406,494)				38,560,709
Total long-term investments (Cost $38,406,494)				38,560,709
SHORT-TERM INVESTMENTS — 2.76%	Principal Amount
*Time Deposits — 2.76%*
Banco Bilbao Vizcaya Argentaria SA, 1.76%, 07/01/2019*	$	1,102,799		1,102,799
Brown Brothers Harriman & Co., 0.81%, 07/02/2019*	CAD	3		3
Brown Brothers Harriman & Co., 0.36%, 07/01/2019*	GBP	3		4
Total short-term investments (Cost $1,102,806)				1,102,806
Total investments — 99.19% (Cost $39,509,300)				39,663,515
Other assets in excess of liabilities — 0.81%				323,317
Net assets — 100.00%			$	39,986,832

(a) — Non-income producing security.

(v) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $12,470,213, which represented 31.19% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

CAD — Canadian Dollar

GBP — British Pound

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

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley International Value Fund

* Based on country of risk

+ Sum of countries shown is greater than 100% due to liabilities in excess of other assets of (0.57)%.

Largest Equity Holdings	Percent of net assets
BAE Systems PLC		4.73	%
CNH Industrial NV		3.94	%
Tokio Marine Holdings, Inc.		3.87	%
Embraer SA		3.68	%
Royal Mail PLC		3.19	%
Hitachi Ltd.		3.15	%
Frank's International NV		3.03	%
Societe Generale SA		2.99	%
Cairn Energy PLC		2.93	%
Magna International, Inc.		2.92	%

COMMON STOCKS — 100.57%	Shares Held		Value
*COMMUNICATION SERVICES — 3.34%* *Media — 0.47%*
RTL Group SA (v)		216	$	11,055
*Wireless Telecommunication Services — 2.87%*
Vodafone Group PLC (v)		40,846		66,949
TOTAL COMMUNICATION SERVICES				78,004
*CONSUMER DISCRETIONARY — 6.19%* *Auto Components — 2.92%*
Magna International, Inc.		1,372		68,188
*Automobiles — 1.70%*
Bayerische Motoren Werke AG (v)		641		39,717
*Leisure Products — 0.52%*
Sega Sammy Holdings, Inc. (v)		1,000		12,175
*Specialty Retail — 1.05%*
Kingfisher PLC (v)		7,866		21,440
Pendragon PLC		15,032		3,108
				24,548
TOTAL CONSUMER DISCRETIONARY				144,628
*CONSUMER STAPLES — 7.64%* *Beverages — 2.46%*
Heineken Holding NV (v)		547		57,296
*Food & Staples Retailing — 0.91%*
Tesco PLC (v)		7,396		21,320
*Food Products — 1.53%*
Ezaki Glico Company Ltd. (v)		800		35,665
*Personal Products — 2.36%*
Unilever PLC (v)		888		55,123

	Shares Held		Value
*Tobacco — 0.38%*
Scandinavian Tobacco Group (r)		757	$	8,822
TOTAL CONSUMER STAPLES				178,226
*ENERGY — 12.07%* *Energy Equipment & Services — 4.98%*
Borr Drilling Ltd. (a) (v)		1,059		10,308
Frank's International NV (a)		12,957		70,745
Subsea 7 SA (v)		2,900		35,065
				116,118
*Oil, Gas & Consumable Fuels — 7.09%*
Cairn Energy PLC (a) (v)		31,036		68,458
Kosmos Energy Ltd.		5,768		36,165
Rockhopper Exploration PLC (a) (v)		42,625		11,139
Royal Dutch Shell PLC (v)		1,527		49,724
				165,486
TOTAL ENERGY				281,604
*FINANCIALS — 30.05%* *Banks — 14.88%*
Barclays PLC (v)		25,417		48,345
BNP Paribas SA (v)		1,124		53,283
Credito Valtellinese SpA (a) (v)		620,067		39,812
ING Groep NV (v)		3,567		41,319
Royal Bank of Scotland Group PLC (v)		16,700		46,578
Societe Generale SA (v)		2,769		69,887
UniCredit SpA (v)		3,900		48,004
				347,228
*Capital Markets — 2.02%*
Credit Suisse Group AG (a) (v)		3,948		47,254

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley International Value Fund

	Shares Held		Value
*Insurance — 13.15%*
Aviva PLC (v)		2,280	$	12,076
Enstar Group Ltd. (a)		389		67,795
Global Indemnity Ltd.		968		29,969
Legal & General Group PLC (v)		3,770		12,916
RSA Insurance Group PLC (v)		4,926		36,101
Tokio Marine Holdings, Inc. (v)		1,800		90,316
Zurich Insurance Group AG (v)		166		57,760
				306,933
TOTAL FINANCIALS				701,415
*HEALTH CARE — 8.42%* *Health Care Equipment & Supplies — 3.44%*
Koninklijke Philips NV (v)		948		41,215
Medtronic PLC		400		38,956
				80,171
*Pharmaceuticals — 4.98%*
Bayer AG (v)		760		52,715
GlaxoSmithKline PLC (v)		2,509		50,293
Sanofi (v)		153		13,223
				116,231
TOTAL HEALTH CARE				196,402
*INDUSTRIALS — 21.95%* *Aerospace & Defense — 10.84%*
Airbus SE (v)		400		56,609
BAE Systems PLC (v)		17,575		110,458
Embraer SA — ADR		4,269		85,935
				253,002
*Air Freight & Logistics — 3.19%*
Royal Mail PLC (v)		27,629		74,441
*Construction & Engineering — 0.41%*
Bouygues SA (v)		261		9,666
*Machinery — 7.24%*
CNH Industrial NV (v)		1,759		18,071
CNH Industrial NV		8,953		92,037
Danieli & C Officine Meccaniche SpA (v)		3,747		47,094
KSB SE & Company KGaA (v)		34		11,742
				168,944
*Professional Services — 0.27%*
Hudson Global, Inc. (a)		499		6,213
TOTAL INDUSTRIALS				512,266

	Shares Held		Value
*INFORMATION TECHNOLOGY — 8.35%* *Communications Equipment — 2.74%*
Telefonaktiebolaget LM Ericsson (v)		6,744	$	64,012
*Electronic Equipment, Instruments & Components — 5.61%*
Hitachi Ltd. (v)		2,000		73,584
Nippon Electric Glass Company Ltd. (v)		1,100		27,958
TE Connectivity Ltd.		305		29,213
				130,755
TOTAL INFORMATION TECHNOLOGY				194,767
*MATERIALS — 2.56%* *Chemicals — 2.56%*
Nufarm Ltd. (v)		7,572		21,843
Tikkurila Oyj		2,253		37,916
TOTAL MATERIALS				59,759
Total common stocks (Cost $2,505,900)				2,347,071
Total long-term investments (Cost $2,505,900)				2,347,071
Total investments — 100.57% (Cost $2,505,900)				2,347,071
Liabilities in excess of other assets — (0.57)%				(13,379	)
Net assets — 100.00%			$	2,333,692

(a) — Non-income producing security.

(r) — Rule 144A security of the Securities Act of 1933. Purchased in a private placement transaction; resale to the public may require registration or be limited to qualified institutional buyers. The total market value of these securities was $8,822, which represented 0.38% of net assets.

(v) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $1,772,009, which represented 75.93% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Value Opportunities Fund

Largest Holdings*	Percent of net assets
General Electric Company		6.35	%
Microsoft Corp.		6.10	%
The Goldman Sachs Group, Inc.		5.14	%
Wells Fargo & Company		5.02	%
Seritage Growth Properties		4.33	%
American International Group, Inc.		4.16	%
General Electric Company, 5.000%, Perpetual		3.97	%
Discovery, Inc.		3.47	%
Bank of America Corp.		3.40	%
Morgan Stanley		3.29	%

* Excluding short-term securities.

COMMON STOCKS — 87.79%	Shares Held		Value
*COMMUNICATION SERVICES — 11.78%* *Media — 9.53%*
CBS Corp.		228,300	$	11,392,170
Comcast Corp.		309,600		13,089,888
Discovery, Inc. (a)		933,200		26,549,540
News Corp.		1,632,000		22,015,680
				73,047,278
*Wireless Telecommunication Services — 2.25%*
Vodafone Group PLC — ADR		1,054,500		17,219,985
TOTAL COMMUNICATION SERVICES				90,267,263
*CONSUMER DISCRETIONARY — 3.48%* *Automobiles — 2.62%*
General Motors Company		522,166		20,119,056
*Specialty Retail — 0.59%*
Office Depot, Inc. (c)		2,194,000		4,519,640
*Textiles, Apparel & Luxury Goods — 0.27%*
JG Boswell Company		3,401		2,040,600
TOTAL CONSUMER DISCRETIONARY				26,679,296
*CONSUMER STAPLES — 1.00%* *Beverages — 1.00%*
PepsiCo, Inc.		58,400		7,657,992
TOTAL CONSUMER STAPLES				7,657,992
*ENERGY — 10.36%* *Energy Equipment & Services — 4.82%*
Frank's International NV (a)		2,408,700		13,151,502
National Oilwell Varco, Inc.		1,070,300		23,792,769
				36,944,271
*Oil, Gas & Consumable Fuels — 5.54%*
Apache Corp.		460,100		13,329,097
Cairn Energy PLC (a) (v)		7,283,800		16,066,198
Hess Corp.		54,300		3,451,851
Kosmos Energy Ltd.		563,700		3,534,399

	Shares Held		Value
Marathon Oil Corp.		200,300	$	2,846,263
Rockhopper Exploration PLC (a) (v)		5,048,100		1,319,207
Whiting Petroleum Corp. (a)		102,300		1,910,964
				42,457,979
TOTAL ENERGY				79,402,250
*FINANCIALS — 27.29%* *Banks — 11.46%*
Bank of America Corp. (c)		897,600		26,030,400
Citigroup, Inc. (c)		236,000		16,527,080
Credito Valtellinese SpA (a) (v)		54,457,200		3,496,499
JPMorgan Chase & Company (c)		29,300		3,275,740
Wells Fargo & Company		813,200		38,480,624
				87,810,343
*Capital Markets — 10.68%*
The Goldman Sachs Group, Inc.		192,500		39,385,500
Morgan Stanley		576,100		25,238,941
Motors Liquidation Company GUC Trust (a) (o)		1,623,100		17,204,860
				81,829,301
*Insurance — 5.15%*
American International Group, Inc. (c)		597,600		31,840,128
Enstar Group Ltd. (a)		25,100		4,374,428
Global Indemnity Ltd.		104,400		3,232,224
				39,446,780
TOTAL FINANCIALS				209,086,424
*HEALTH CARE — 1.91%* *Health Care Equipment & Supplies — 1.03%*
Medtronic PLC		81,200		7,908,068
*Health Care Providers & Services — 0.88%*
Hanger, Inc. (a)		351,300		6,727,395
TOTAL HEALTH CARE				14,635,463

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Value Opportunities Fund

	Shares Held		Value
*INDUSTRIALS — 13.55%* *Air Freight & Logistics — 2.58%*
Royal Mail PLC (c) (v)		7,324,900	$	19,735,444
*Building Products — 0.63%*
Masonite International Corp. (a)		91,900		4,841,292
*Construction & Engineering — 0.08%*
Tutor Perini Corp. (a)		44,700		619,989
*Industrial Conglomerates — 6.35%*
General Electric Company		4,636,200		48,680,100
*Machinery — 0.94%*
Danieli & C Officine Meccaniche SpA (c) (v)		572,600		7,196,642
*Professional Services — 0.08%*
Hudson Global, Inc. (a)		48,170		599,716
*Road & Rail — 2.89%*
AMERCO		58,400		22,107,320
TOTAL INDUSTRIALS				103,780,503
*INFORMATION TECHNOLOGY — 12.66%* *Electronic Equipment, Instruments & Components — 1.06%*
Corning, Inc.		243,200		8,081,536
*Software — 9.04%*
Microsoft Corp. (c)		349,100		46,765,436
Oracle Corp. (c)		395,500		22,531,635
				69,297,071
*Technology Hardware, Storage & Peripherals — 2.56%*
Hewlett Packard Enterprise Company		1,310,500		19,591,975
TOTAL INFORMATION TECHNOLOGY				96,970,582
*MATERIALS — 0.92%* *Chemicals — 0.69%*
Iracore Investments Holdings, Inc. — Class A (Acquired 04/13/2017, Cost $6,892,250) (a) (f) (i) (m) (o) (u)		32,422		5,264,360
*Metals & Mining — 0.23%*
American Zinc Recycling LLC (Acquired 07/24/2014, Cost $7,500,000) (a) (f) (i) (m) (u)		4,688		1,789,222
TOTAL MATERIALS				7,053,582
*REAL ESTATE — 4.84%* *Equity Real Estate Investment Trusts — 4.33%*
Seritage Growth Properties (l)		773,100		33,212,376
*Real Estate Management & Development — 0.51%*
Maui Land & Pineapple Company, Inc. (a)		377,300		3,882,417
TOTAL REAL ESTATE				37,094,793
Total common stocks (Cost $650,018,213)				672,628,148

PREFERRED STOCKS — 0.42%	Shares Held		Value
*FINANCIALS — 0.42%* *Thrifts & Mortgage Finance — 0.42%*
Federal Home Loan Mortgage Corp. — Series K (a) (i)		33,900	$	715,290
Federal Home Loan Mortgage Corp. — Series N (a) (i)		118,600		2,168,008
Federal Home Loan Mortgage Corp. — Series S (a)		18,700		351,560
TOTAL FINANCIALS				3,234,858
Total preferred stocks (Cost $274,261)				3,234,858
CONVERTIBLE BONDS — 5.98%	Principal Amount
*CONSUMER DISCRETIONARY — 1.55%* *Multiline Retail — 1.55%*
JC Penney Corp., Inc. 5.875%, 07/01/2023 (r)	$	14,080,000		11,862,400
TOTAL CONSUMER DISCRETIONARY				11,862,400
*INDUSTRIALS — 3.97%* *Industrial Conglomerates — 3.97%*
General Electric Company 5.000% (Fixed until 01/21/2021, then 3 Month LIBOR USD + 3.330%), Perpetual		31,675,000		30,432,707
TOTAL INDUSTRIALS				30,432,707
*REAL ESTATE — 0.46%* *Equity Real Estate Investment Trusts — 0.46%*
The GEO Group, Inc. 5.875%, 10/15/2024		4,030,000		3,566,550
TOTAL REAL ESTATE				3,566,550
Total corporate bonds (Cost $41,319,353)				45,861,657
TERM LOANS — 0.50%
*MATERIALS — 0.50%* *Chemicals — 0.50%*
Iracore International Holdings, Inc. 11.500% (1 Month LIBOR USD + 9.000%), 04/13/2021 (Acquired 04/13/2017, Cost $3,802,486) (b) (f) (m) (u)		3,802,486		3,802,486
TOTAL MATERIALS				3,802,486
Total term loans (Cost $3,802,486)				3,802,486

PURCHASED PUT OPTIONS — 1.78%	Contracts (100 shares per contract)		Notional Amount
*CONSUMER DISCRETIONARY — 1.62%* *Automobiles — 1.62%*
Tesla, Inc. (a) Expiration: June 2020, Exercise Price: $270.00		50	$	1,117,300	379,875
Expiration: January 2021, Exercise Price: $300.00		50		1,117,300	538,875

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Value Opportunities Fund

	Contracts (100 shares per contract)		Notional Amount		Value
Expiration: January 2021, Exercise Price: $450.00		70	$	1,564,220	$	1,619,450
Expiration: January 2021, Exercise Price: $500.00		355		7,932,830		9,884,975
TOTAL CONSUMER DISCRETIONARY						12,423,175
*INVESTMENT COMPANIES — 0.16%* *Exchange Traded Funds — 0.16%*
iShares China Large-Cap ETF (a) Expiration: January 2020, Exercise Price: $40.00		3,000		12,831,000		454,500
Expiration: January 2021, Exercise Price: $40.00		2,100		8,981,700		735,000
TOTAL INVESTMENT COMPANIES						1,189,500
Total purchased put options (Cost $12,279,769)						13,612,675
WARRANTS — 0.19%			Shares Held
*ENERGY — 0.00%* *Oil, Gas & Consumable Fuels — 0.00%*
Lonestar Resources America, Inc. (Acquired 09/30/2016, Cost $339,200) (a) (f) (i) (m) Expiration: December 2021, Exercise Price: $5.00				80,000		0
TOTAL ENERGY						0
*FINANCIALS — 0.19%* *Insurance — 0.19%*
American International Group, Inc. (a) Expiration: January 2021, Exercise Price: $43.12				117,400		1,438,150
TOTAL FINANCIALS						1,438,150

Total warrants (Cost $1,226,559)			1,438,150
Total long-term investments (Cost $708,920,641)			740,577,974
COLLATERAL FOR SECURITIES ON LOAN — 1.68%
*Money Market Funds — 1.68%*
Invesco Government & Agency Portfolio — Institutional Class, 2.27%^		12,871,657	12,871,657
Total collateral for securities on loan (Cost $12,871,657)			12,871,657
SHORT-TERM INVESTMENTS — 2.14%	Principal Amount
*Time Deposits — 2.14%*
Brown Brothers Harriman & Co., 0.57%, 07/01/2019*	AUD	41	29
Brown Brothers Harriman & Co., 0.81%, 07/02/2019*	CAD	96	74
Brown Brothers Harriman & Co., 0.36%, 07/01/2019*	GBP	117	148

	Principal Amount		Value
JPMorgan Chase & Company, 1.76%, 07/01/2019*	$	16,423,500	$	16,423,500
Total short-term investments (Cost $16,423,750)				16,423,751
Total investments — 100.48% (Cost $738,216,048)				769,873,382
Liabilities in excess of other assets — (0.48)%				(3,705,125	)
Net assets — 100.00%			$	766,168,257

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at June 30, 2019.

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

(f) — Security was fair valued under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees. The total market value of these securities was $10,856,068, which represented 1.42% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security. The total market value of these securities was $9,936,880, which represented 1.30% of net assets.

(l) — All or a portion of this security is on loan. The total market value of securities on loan was $12,603,293. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

(m) — Restricted security. Purchased in a private placement transaction; resale to the public may require registration. The total market value of these securities was $10,856,068, which represented 1.42% of net assets.

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

(u) — Value determined using significant unobservable inputs.

(v) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $47,813,990, which represented 6.24% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

ADR — American Depositary Receipt

AUD — Australian Dollar

CAD — Canadian Dollar

GBP — British Pound

LIBOR — London Interbank Offered Rate

USD — United States Dollar

^ — Rate shown is the 7-day yield as of June 30, 2019.

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

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Capital Income Fund

Largest Issuers	Percent of net assets
General Electric Company		3.20	%
American International Group, Inc.		2.63	%
Whiting Petroleum Corp.		2.31	%
The Goldman Sachs Group, Inc.		2.22	%
Wells Fargo & Company		2.04	%
Discovery, Inc.		1.91	%
BAE Systems PLC		1.77	%
Seritage Growth Properties		1.74	%
Societe Generale SA		1.62	%
Magna International, Inc.		1.53	%

COMMON STOCKS — 59.61%	Shares Held		Value
*COMMUNICATION SERVICES — 3.81%* *Media — 2.57%*
CBS Corp.		1,472	$	73,453
Discovery, Inc. (a)		17,913		509,625
MDC Partners, Inc. (a)		40,637		102,405
				685,483
*Wireless Telecommunication Services — 1.24%*
Vodafone Group PLC — ADR (c)		20,243		330,568
TOTAL COMMUNICATION SERVICES				1,016,051
*CONSUMER DISCRETIONARY — 6.42%* *Auto Components — 2.35%*
Adient PLC (a)		9,002		218,479
Magna International, Inc.		8,227		408,881
				627,360
*Automobiles — 1.48%*
General Motors Company		10,234		394,316
General Motors Company — Escrow (Acquired 12/31/2010, Cost $0) (a) (f) (i) (m) (u)		4,600		0
				394,316
*Specialty Retail — 1.70%*
Bed Bath & Beyond, Inc.		9,685		112,540
Kingfisher PLC — ADR		11,963		65,079
Office Depot, Inc.		134,636		277,350
				454,969
*Textiles, Apparel & Luxury Goods — 0.89%*
Quiksilver, Inc. (Acquired 07/11/2013 — 05/12/2016, Cost $351,163) (a) (f) (i) (m) (u)		6,960		236,640
TOTAL CONSUMER DISCRETIONARY				1,713,285
*CONSUMER STAPLES — 0.27%* *Food & Staples Retailing — 0.27%*
Tesco PLC — ADR		8,414		73,285
TOTAL CONSUMER STAPLES				73,285

	Shares Held		Value
*ENERGY — 6.10%* *Energy Equipment & Services — 1.17%*
C&J Energy Services, Inc. (a)		8,750	$	103,075
Fieldwood Energy, Inc. (Acquired 05/03/2018, Cost $34,085) (a) (i) (m)		1,461		48,944
Fieldwood Energy, Inc. (a) (i)		395		13,233
Frank's International NV (a)		11,909		65,023
Nine Energy Service, Inc. (a)		2,359		40,881
Quintana Energy Services, Inc. (a) (i)		25,425		40,934
				312,090
*Oil, Gas & Consumable Fuels — 4.93%*
Apache Corp.		2,220		64,313
Bellatrix Exploration Ltd. (a)		22,104		15,031
Cairn Energy PLC — ADR (a)		65,646		292,453
Kosmos Energy Ltd.		46,366		290,715
Murphy Oil Corp.		2,617		64,509
PetroQuest Energy, Inc. (a) (i)		4,513		18,052
Rockhopper Exploration PLC (a) (v)		110,687		28,926
Warren Resources, Inc. (Acquired 11/23/2016, Cost $2,157) (a) (f) (i) (m) (u)		1,559		2,156
Whiting Petroleum Corp. (a)		28,911		540,057
				1,316,212
TOTAL ENERGY				1,628,302
*FINANCIALS — 19.29%* *Banks — 8.81%*
Bank of America Corp.		6,389		185,281
Barclays PLC — ADR		27,349		208,126
BNP Paribas SA — ADR		4,397		104,121
Citigroup, Inc.		5,483		383,975
Citizens Financial Group, Inc.		7,484		264,634
Credito Valtellinese SpA (a) (v)		2,578,739		165,571

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Capital Income Fund

	Shares Held		Value
Popular, Inc.		3,482	$	188,864
Societe Generale SA — ADR		61,250		306,250
Wells Fargo & Company		11,510		544,654
				2,351,476
*Capital Markets — 5.25%*
Credit Suisse Group AG — ADR (a)		12,700		152,019
Fifth Street Asset Management, Inc. (a) (i)		176,631		259,648
The Goldman Sachs Group, Inc.		2,895		592,316
Motors Liquidation Company GUC Trust (a)		37,448		396,949
				1,400,932
*Consumer Finance — 1.12%*
Capital One Financial Corp.		1,621		147,090
Synchrony Financial		4,431		153,622
				300,712
*Insurance — 4.11%*
American International Group, Inc. (c)		13,165		701,432
Global Indemnity Ltd.		1,997		61,827
Tokio Marine Holdings, Inc. — ADR		4,364		218,636
Zurich Insurance Group AG — ADR		3,293		114,761
				1,096,656
TOTAL FINANCIALS				5,149,776
*HEALTH CARE — 1.55%* *Health Care Equipment & Supplies — 0.56%*
Medtronic PLC		1,520		148,033
*Health Care Providers & Services — 0.43%*
Anthem, Inc.		410		115,706
*Pharmaceuticals — 0.56%*
GlaxoSmithKline PLC — ADR		3,718		148,794
TOTAL HEALTH CARE				412,533
*INDUSTRIALS — 11.98%* *Aerospace & Defense — 2.25%*
BAE Systems PLC — ADR		18,871		473,096
Embraer SA — ADR		6,343		127,685
				600,781
*Air Freight & Logistics — 1.49%*
Royal Mail PLC — ADR		76,152		397,513
*Building Products — 0.79%*
Masonite International Corp. (a)		3,986		209,982
*Commercial Services & Supplies — 0.43%*
Quad/Graphics, Inc.		14,678		116,103
*Construction & Engineering — 0.54%*
Tutor Perini Corp. (a)		10,320		143,138
*Industrial Conglomerates — 2.46%*
General Electric Company		62,455		655,778

	Shares Held		Value
*Machinery — 2.34%*
CNH Industrial NV		18,410	$	189,255
Cummins, Inc.		876		150,094
Danieli & C Officine Meccaniche SpA — ADR		22,965		286,029
				625,378
*Marine — 0.59%*
Matson, Inc.		4,095		159,091
*Professional Services — 0.24%*
Hudson Global, Inc. (a)		5,156		64,192
*Road & Rail — 0.43%*
AMERCO		305		115,458
*Trading Companies & Distributors — 0.42%*
RA Parent, Inc. (Acquired 12/23/2014 — 01/18/2018, Cost $192,714) (a) (f) (i) (m) (u)		3		111,561
TOTAL INDUSTRIALS				3,198,975
*INFORMATION TECHNOLOGY — 5.91%* *Communications Equipment — 0.55%*
Telefonaktiebolaget LM Ericsson — ADR		15,316		145,502
*Electronic Equipment, Instruments & Components — 1.14%*
Corning, Inc. (c)		9,164		304,520
*IT Services — 0.31%*
KBR, Inc.		3,370		84,048
*Software — 2.50%*
Microsoft Corp. (c)		2,765		370,399
Oracle Corp.		5,189		295,617
				666,016
*Technology Hardware, Storage & Peripherals — 1.41%*
Hewlett Packard Enterprise Company		25,203		376,785
TOTAL INFORMATION TECHNOLOGY				1,576,871
*MATERIALS — 1.39%* *Chemicals — 0.16%*
Iracore Investments Holdings, Inc. — Class A (Acquired 04/13/2017, Cost $57,250) (a) (f) (i) (m) (u)		269		43,678
*Metals & Mining — 1.23%*
American Zinc Recycling LLC (Acquired 07/19/2012 — 09/30/2016, Cost $404,157) (a) (f) (i) (m) (u)		860		328,227
TOTAL MATERIALS				371,905
*REAL ESTATE — 2.89%* *Equity Real Estate Investment Trusts — 2.89%*
The GEO Group, Inc. (c)		14,609		306,935
Seritage Growth Properties		10,799		463,925
TOTAL REAL ESTATE				770,860
Total common stocks (Cost $16,385,897)				15,911,843

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Capital Income Fund

PREFERRED STOCKS — 0.17%	Shares Held		Value
*CONSUMER STAPLES — 0.17%* *Food Products — 0.17%*
Pinnacle Agriculture Enterprises LLC (Acquired 03/10/2017, Cost $69,351) (a) (f) (i) (m) (u)		94,387	$	45,589
TOTAL CONSUMER STAPLES				45,589
Total preferred stocks (Cost $69,351)				45,589
CONVERTIBLE BONDS — 0.29%	Principal Amount
*REAL ESTATE — 0.29%* *Equity Real Estate Investment Trusts — 0.29%*
Colony Capital, Inc. 3.875%, 01/15/2021	$	80,000		78,200
TOTAL REAL ESTATE				78,200
Total convertible bonds (Cost $76,896)				78,200
CORPORATE BONDS — 34.74%
*COMMUNICATION SERVICES — 2.37%* *Media — 2.04%*
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (r)		70,000		68,425
8.375%, 08/15/2022 (r)		38,000		32,443
MDC Partners, Inc. 6.500%, 05/01/2024 (r)		122,000		112,723
Meredith Corp. 6.875%, 02/01/2026		41,000		43,711
Salem Media Group, Inc. 6.750%, 06/01/2024 (r)		103,000		90,640
Townsquare Media, Inc. 6.500%, 04/01/2023 (r)		111,000		109,751
VTR Finance BV 6.875%, 01/15/2024 (r)		84,000		87,255
				544,948
*Wireless Telecommunication Services — 0.33%*
Telesat Canada / Telesat LLC 8.875%, 11/15/2024 (r)		80,000		86,800
TOTAL COMMUNICATION SERVICES				631,748
*CONSUMER DISCRETIONARY — 6.16%* *Auto Components — 1.34%*
Adient Global Holdings Ltd. 4.875%, 08/15/2026 (r)		114,000		90,915
Adient US LLC 7.000%, 05/15/2026 (r)		45,000		46,350
Allison Transmission, Inc. 5.875%, 06/01/2029 (r)		60,000		63,300
Delphi Technologies PLC 5.000%, 10/01/2025 (r)		78,000		69,615
The Goodyear Tire & Rubber Company 4.875%, 03/15/2027		93,000		88,699
				358,879

	Principal Amount		Value
*Hotels, Restaurants & Leisure — 2.31%*
Boyd Gaming Corp. 6.000%, 08/15/2026	$	87,000	$	91,785
International Game Technology PLC 6.250%, 01/15/2027 (r)		5,000		5,488
Jacobs Entertainment, Inc. 7.875%, 02/01/2024 (r)		91,000		97,370
National CineMedia LLC 5.750%, 08/15/2026		130,000		124,474
Penn National Gaming, Inc. 5.625%, 01/15/2027 (r)		89,000		88,110
Rivers Pittsburgh Borrower LP / Rivers Pittsburgh Finance Corp. 6.125%, 08/15/2021 (r)		62,000		63,085
Twin River Worldwide Holdings, Inc. 6.750%, 06/01/2027 (r)		65,000		67,925
Wynn Macau Ltd. 5.500%, 10/01/2027 (r)		79,000		77,025
				615,262
*Household Durables — 1.17%*
TopBuild Corp. 5.625%, 05/01/2026 (r)		100,000		102,750
TRI Pointe Group, Inc. 5.250%, 06/01/2027		103,000		99,653
Weekley Homes LLC / Weekley Finance Corp. 6.000%, 02/01/2023		111,000		110,167
				312,570
*Leisure Products — 0.28%*
Vista Outdoor, Inc. 5.875%, 10/01/2023		75,000		73,532
*Multiline Retail — 0.43%*
JC Penney Corp., Inc. 5.875%, 07/01/2023 (r)		106,000		89,305
8.625%, 03/15/2025 (r)		53,000		26,235
				115,540
*Specialty Retail — 0.36%*
Cumberland Farms, Inc. 6.750%, 05/01/2025 (r)		8,000		8,500
Parkland Fuel Corp. 5.875%, 07/15/2027 (e) (r)		15,000		15,244
Sonic Automotive, Inc. 5.000%, 05/15/2023		71,000		71,976
				95,720
*Textiles, Apparel & Luxury Goods — 0.27%*
Eagle Intermediate Global Holding BV / Ruyi US Finance LLC 7.500%, 05/01/2025 (r)		75,000		71,531
TOTAL CONSUMER DISCRETIONARY				1,643,034
*CONSUMER STAPLES — 0.76%* *Food Products — 0.17%*
Pinnacle Operating Corp. 9.000%, 05/15/2023 (i) (r)		135,499		46,070

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Household Products — 0.31%*
Energizer Holdings, Inc. 6.375%, 07/15/2026 (r)	$	81,000	$	83,429
*Personal Products — 0.28%*
Prestige Brands, Inc. 6.375%, 03/01/2024 (r)		70,000		73,588
TOTAL CONSUMER STAPLES				203,087
*ENERGY — 7.40%* *Energy Equipment & Services — 3.40%*
Apergy Corp. 6.375%, 05/01/2026		75,000		75,938
Exterran Energy Solutions LP / EES Finance Corp. 8.125%, 05/01/2025		82,000		83,743
Jonah Energy LLC / Jonah Energy Finance Corp. 7.250%, 10/15/2025 (r)		94,000		45,825
KCA Deutag UK Finance PLC 9.875%, 04/01/2022 (r)		111,000		82,418
McDermott Technology Americas, Inc. / McDermott Technology US, Inc. 10.625%, 05/01/2024 (r)		104,000		97,596
Moss Creek Resources Holdings, Inc. 7.500%, 01/15/2026 (r)		103,000		88,323
Nine Energy Service, Inc. 8.750%, 11/01/2023 (r)		70,000		68,600
Noble Holding International Ltd. 7.875%, 02/01/2026 (r)		30,000		25,922
SESI LLC 7.750%, 09/15/2024		80,000		52,200
Shelf Drilling Holdings Ltd. 8.250%, 02/15/2025 (r)		114,000		105,791
Transocean, Inc. 9.000%, 07/15/2023 (r)		51,000		54,506
Transocean Poseidon Ltd. 6.875%, 02/01/2027 (r)		30,000		31,781
Ultra Resources, Inc. 7.125%, 04/15/2025 (i) (r)		136,000		12,920
Unit Corp. 6.625%, 05/15/2021		90,000		81,675
				907,238
*Oil, Gas & Consumable Fuels — 4.00%*
American Midstream Partners LP / American Midstream Finance Corp. 9.500%, 12/15/2021 (r)		86,000		84,495
Bellatrix Exploration Ltd. 8.500%, 09/11/2023 (f) (i) (u)		60,000		54,000
3.000% Cash and 9.500% PIK, 12/15/2023 (f) (p) (u)		65,000		32,500
Callon Petroleum Company 6.375%, 07/01/2026		69,000		69,776
Calumet Specialty Products Partners LP / Calumet Finance Corp. 6.500%, 04/15/2021		75,000		75,000

	Principal Amount		Value
GasLog Ltd. 8.875%, 03/22/2022	$	127,000	$	131,445
HighPoint Operating Corp. 8.750%, 06/15/2025		94,000		90,240
Lonestar Resources America, Inc. 11.250%, 01/01/2023 (r)		76,000		72,580
PBF Holding Company LLC / PBF Finance Corp. 7.250%, 06/15/2025		59,000		62,024
PBF Logistics LP / PBF Logistics Finance Corp. 6.875%, 05/15/2023		77,000		79,791
PetroQuest Energy, Inc. 10.000% PIK, 02/15/2024 (p)		40,572		35,501
Rockpoint Gas Storage Canada Ltd. 7.000%, 03/31/2023 (r)		200,000		203,750
Whiting Petroleum Corp. 6.625%, 01/15/2026		79,000		76,581
				1,067,683
TOTAL ENERGY				1,974,921
*FINANCIALS — 1.31%* *Banks — 0.71%*
BNP Paribas SA 6.625% (Fixed until 03/24/2024, then 5 Year Swap Rate USD + 4.149%), Perpetual (r)		60,000		62,518
Societe Generale SA 7.375% (Fixed until 09/12/2021, then 5 Year Swap Rate USD + 6.238%), Perpetual (r)		120,000		126,455
				188,973
*Consumer Finance — 0.36%*
Credit Acceptance Corp. 6.625%, 03/15/2026 (r)		90,000		94,838
*Insurance — 0.24%*
CNO Financial Group, Inc. 5.250%, 05/30/2029		60,000		65,100
TOTAL FINANCIALS				348,911
*HEALTH CARE — 3.13%* *Health Care Equipment & Supplies — 0.23%*
Avanos Medical, Inc. 6.250%, 10/15/2022 (c)		60,000		61,275
*Health Care Providers & Services — 1.93%*
CHS / Community Health Systems, Inc. 6.875%, 02/01/2022		117,000		79,560
8.000%, 03/15/2026 (r)		90,000		86,717
DaVita, Inc. 5.000%, 05/01/2025		86,000		85,226
HCA, Inc. 5.875%, 02/01/2029		125,000		137,187
Tenet Healthcare Corp. 6.750%, 06/15/2023		63,000		63,473
6.250%, 02/01/2027 (r)		60,000		61,875
				514,038

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Pharmaceuticals — 0.97%*
Bausch Health Companies, Inc. 7.250%, 05/30/2029 (r)	$	101,000	$	105,293
Endo Dac / Endo Finance LLC / Endo Finco, Inc. 6.000%, 07/15/2023 (r)		96,000		69,600
Mallinckrodt International Finance SA / Mallinckrodt CB LLC 5.625%, 10/15/2023 (r)		111,000		84,360
				259,253
TOTAL HEALTH CARE				834,566
*INDUSTRIALS — 6.57%* *Aerospace & Defense — 0.26%*
TransDigm, Inc. 6.250%, 03/15/2026 (r)		65,000		68,169
*Air Freight & Logistics — 0.24%*
XPO Logistics, Inc. 6.750%, 08/15/2024 (r)		61,000		65,194
*Building Products — 1.45%*
Ashton Woods USA LLC / Ashton Woods Finance Company 6.750%, 08/01/2025 (r)		115,000		111,550
Builders FirstSource, Inc. 6.750%, 06/01/2027 (r)		85,000		90,100
Masonite International Corp. 5.750%, 09/15/2026 (r)		72,000		74,340
Standard Industries, Inc. 6.000%, 10/15/2025 (r)		103,000		109,824
				385,814
*Commercial Services & Supplies — 1.48%*
AECOM 5.125%, 03/15/2027		60,000		62,700
Aptim Corp. 7.750%, 06/15/2025 (r)		105,000		80,850
Herc Holdings, Inc. 5.500%, 07/15/2027 (e) (r)		53,000		53,464
LSC Communications, Inc. 8.750%, 10/15/2023 (r)		47,000		44,885
Matthews International Corp. 5.250%, 12/01/2025 (r)		91,000		89,748
Vizient, Inc. 6.250%, 05/15/2027 (r)		60,000		63,528
				395,175
*Construction & Engineering — 0.33%*
Tutor Perini Corp. 6.875%, 05/01/2025 (r)		91,000		87,360
*Industrial Conglomerates — 0.74%*
General Electric Company 4.500%, 03/11/2044		40,000		38,978
5.000% (Fixed until 01/21/2021, then 3 Month LIBOR USD + 3.330%), Perpetual		165,000		158,529
				197,507

	Principal Amount		Value
*Machinery — 1.74%*
Cleaver-Brooks, Inc. 7.875%, 03/01/2023 (r)	$	70,000	$	67,302
EnPro Industries, Inc. 5.750%, 10/15/2026		70,000		71,750
Meritor, Inc. 6.250%, 02/15/2024		77,000		79,503
Navistar International Corp. 6.625%, 11/01/2025 (r)		78,000		82,095
Stevens Holding Company, Inc. 6.125%, 10/01/2026 (r)		90,000		95,174
Titan International, Inc. 6.500%, 11/30/2023		80,000		69,800
				465,624
*Trading Companies & Distributors — 0.33%*
Beacon Roofing Supply, Inc. 4.875%, 11/01/2025 (r)		89,000		88,444
TOTAL INDUSTRIALS				1,753,287
*INFORMATION TECHNOLOGY — 1.80%* *Communications Equipment — 0.48%*
CommScope, Inc. 6.000%, 03/01/2026 (r)		55,000		56,650
CommScope Technologies LLC 6.000%, 06/15/2025 (r)		76,000		71,608
				128,258
*Electronic Equipment, Instruments & Components — 0.39%*
Ingram Micro, Inc. 5.450%, 12/15/2024		103,000		105,288
*Semiconductors & Semiconductor Equipment — 0.38%*
Qorvo, Inc. 5.500%, 07/15/2026		96,000		101,837
*Software — 0.55%*
j2 Cloud Services LLC / j2 Global Co-Obligor, Inc. 6.000%, 07/15/2025 (r)		59,000		62,024
Nuance Communications, Inc. 5.625%, 12/15/2026		81,000		84,669
				146,693
TOTAL INFORMATION TECHNOLOGY				482,076
*MATERIALS — 4.45%* *Chemicals — 1.63%*
Alpha 3 BV / Alpha US Bidco, Inc. 6.250%, 02/01/2025 (r)		93,000		92,070
The Chemours Company 7.000%, 05/15/2025		63,000		65,993
Element Solutions, Inc. 5.875%, 12/01/2025 (r)		71,000		74,284
Hexion, Inc. 6.625%, 04/15/2020 (d)		118,000		92,040
Rayonier AM Products, Inc. 5.500%, 06/01/2024 (r)		129,000		110,939
				435,326

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*Containers & Packaging — 0.34%*
Plastipak Holdings, Inc. 6.250%, 10/15/2025 (r)	$	99,000	$	90,090
*Metals & Mining — 1.12%*
Century Aluminum Company 7.500%, 06/01/2021 (r)		88,000		87,824
Grinding Media, Inc. / Moly-Cop AltaSteel Ltd. 7.375%, 12/15/2023 (r)		114,000		109,725
Rain CII Carbon LLC / CII Carbon Corp. 7.250%, 04/01/2025 (r)		111,000		103,230
				300,779
*Paper & Forest Products — 1.36%*
Boise Cascade Company 5.625%, 09/01/2024 (r)		100,000		102,500
Mercer International, Inc. 7.375%, 01/15/2025 (r)		95,000		101,175
Neenah, Inc. 5.250%, 05/15/2021 (r)		50,000		50,063
Schweitzer-Mauduit International, Inc. 6.875%, 10/01/2026 (r)		106,000		108,650
				362,388
TOTAL MATERIALS				1,188,583
*REAL ESTATE — 0.36%* *Equity Real Estate Investment Trusts — 0.36%*
The GEO Group, Inc. 5.875%, 10/15/2024		109,000		96,465
TOTAL REAL ESTATE				96,465
*UTILITIES — 0.43%* *Electric Utilities — 0.35%*
Itron, Inc. 5.000%, 01/15/2026 (r)		92,000		94,300
*Independent Power and Renewable Electricity* *Producers — 0.08%*
NRG Energy, Inc. 5.250%, 06/15/2029 (r)		20,000		21,350
TOTAL UTILITIES				115,650
Total corporate bonds (Cost $9,656,835)				9,272,328
TERM LOANS — 3.94%
*CONSUMER DISCRETIONARY — 0.92%* *Specialty Retail — 0.63%*
Office Depot, Inc. 7.644% (1 Month LIBOR USD + 5.250%), 11/08/2022 (Acquired 11/03/2017 — 04/08/2019, Cost $59,970) (b) (e) (m)		60,616		61,449
PetSmart, Inc. 6.670% (1 Month LIBOR USD + 4.250%), 03/11/2022 (Acquired 10/01/2018 — 01/02/2019, Cost $92,253) (b) (e) (m)		108,166		105,580
				167,029

	Principal Amount		Value
*Textiles, Apparel & Luxury Goods — 0.29%*
Boardriders, Inc. 8.902% (1 Month LIBOR USD + 6.500%), 04/23/2024 (Acquired 03/21/2018, Cost $77,833) (b) (m)	$	79,200	$	77,286
TOTAL CONSUMER DISCRETIONARY				244,315
*ENERGY — 0.99%* *Energy Equipment & Services — 0.62%*
Fieldwood Energy LLC 7.652% (1 Month LIBOR USD + 5.250%), 04/11/2022 (Acquired 04/11/2018, Cost $79,998) (b) (m)		80,218		74,715
9.652% (1 Month LIBOR USD + 7.250%), 04/11/2023 (Acquired 04/11/2018, Cost $105,114) (b) (m)		108,296		91,132
				165,847
*Oil, Gas & Consumable Fuels — 0.37%*
International Seaways Operating Corp. 8.440% (1 Month LIBOR USD + 6.000%), 06/22/2022 (Acquired 06/20/2017 — 08/07/2017, Cost $97,265) (b) (m)		98,427		98,673
TOTAL ENERGY				264,520
*HEALTH CARE — 0.43%* *Health Care Providers & Services — 0.43%*
Wink Holdco, Inc. 9.160% (1 Month LIBOR USD + 6.750%), 12/01/2025 (Acquired 11/02/2017 — 01/30/2018, Cost $114,531) (b) (m)		115,000		116,006
TOTAL HEALTH CARE				116,006
*INDUSTRIALS — 0.85%* *Commercial Services & Supplies — 0.49%*
Brookfield WEC Holdings, Inc. 5.902% (1 Month LIBOR USD + 3.500%), 08/01/2025 (Acquired 07/26/2018 — 06/25/2019, Cost $78,705) (b) (e) (m)		78,630		78,625
Drive Chassis Holdco LLC 10.834% (1 Month LIBOR USD + 8.250%), 04/10/2026 (Acquired 04/12/2019 — 05/16/2019, Cost $52,368) (b) (m)		55,000		53,006
				131,631
*Trading Companies & Distributors — 0.36%*
Foundation Building Materials LLC 5.402% (1 Month LIBOR USD + 3.000%), 08/13/2025 (Acquired 05/11/2018 — 06/19/2018, Cost $94,578) (b) (m)		94,525		94,289
TOTAL INDUSTRIALS				225,919
*INFORMATION TECHNOLOGY — 0.24%* *Software — 0.24%*
The Dun & Bradstreet Corp. 7.404% (1 Month LIBOR USD + 5.000%), 02/06/2026 (Acquired 02/01/2019 — 02/05/2019, Cost $64,131) (b) (m)		65,000		65,102
TOTAL INFORMATION TECHNOLOGY				65,102

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley Capital Income Fund

	Principal Amount		Value
*MATERIALS — 0.51%* *Chemicals — 0.51%*
Hexion, Inc. TBD, 06/26/2026 (Acquired 06/27/2019, Cost $44,800) (e) (m)	$	45,000	$	45,056
Iracore International Holdings, Inc. 11.500% (1 Month LIBOR USD + 9.000%), 04/13/2021 (Acquired 04/13/2017, Cost $31,585) (b) (f) (m) (u)		31,585		31,585
Momentive Performance Materials USA LLC 5.590% (1 Month LIBOR USD + 3.250%), 05/15/2024 (Acquired 04/18/2019 — 04/23/2019, Cost $60,826) (b) (m)		61,000		60,657
				137,298
TOTAL MATERIALS				137,298
Total term loans (Cost $1,053,957)				1,053,161
Total long-term investments (Cost $27,242,936)				26,361,121
SHORT-TERM INVESTMENTS — 0.90%	Shares Held
*Money Market Funds — 0.61%*
JPMorgan U.S. Government Money Market Fund — Class IM, 1.87%^		161,822		161,822
*Time* *Deposits — 0.29%*	Principal Amount
Brown Brothers Harriman & Co., 0.81%, 07/02/2019*	CAD	2		2
Brown Brothers Harriman & Co., 0.36%, 07/01/2019*	GBP	3		4
JPMorgan Chase & Company, 1.76%, 07/01/2019*	$	77,915		77,915
				77,921
Total short-term investments (Cost $239,743)				239,743
Total investments — 99.65% (Cost $27,482,679)				26,600,864
Other assets in excess of liabilities — 0.35%				92,672
Net assets — 100.00%			$	26,693,536

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at June 30, 2019.

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

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

(e) — Delayed delivery security.

(f) — Security was fair valued under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees. The total market value of these securities was $885,936, which represented 3.32% of net assets. See Security Valuation in Note 1 of Notes to the Financial Statements.

(i) — Illiquid security. The total market value of these securities was $1,261,652, which represented 4.73% of net assets.

(m) — Restricted security. Purchased in a private placement transaction; resale to the public may require registration. The total market value of these securities was $1,869,956, which represented 7.01% of net assets.

(p) — Payment in-kind (PIK) security.

(u) — Value determined using significant unobservable inputs.

(v) — Security was fair valued as a result of market movements following the close of local trading using a third-party vendor's proprietary fair value pricing model. The total market value of these securities was $194,497, which represented 0.73% of net assets. See Security Valuation in Note 1 of Notes to the Financial Statements.

ADR — American Depositary Receipt

CAD — Canadian Dollar

GBP — British Pound

LIBOR — London Interbank Offered Rate

TBD — To be determined.

USD — United States Dollar

^ — Rate shown is the 7-day yield as of June 30, 2019.

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

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley High Yield Fund

Largest Issuers	Percent of net assets
HCA, Inc.		1.63	%
CCO Holdings LLC / CCO Holdings Capital Corp.		1.54	%
General Electric Company		1.46	%
CHS / Community Health Systems, Inc.		1.16	%
American Zinc Recycling LLC		1.15	%
Hexion, Inc.		1.12	%
Adient PLC (includes Adient Global Holdings Ltd. and Adient US LLC)		1.12	%
CommScope Holding Company, Inc. (includes CommScope, Inc. and CommScope Technologies LLC)		1.06	%
Boardriders, Inc. (includes Boardriders, Inc. and Quiksilver, Inc.)		1.03	%
Tenet Healthcare Corp.		1.02	%

CORPORATE Bonds — 87.94%	Principal Amount		Value
*Advertising — 0.79%*
MDC Partners, Inc. 6.500%, 05/01/2024 (r)	$	21,726,000	$	20,073,955
*Aerospace/Defense — 0.63%*
TransDigm, Inc. 6.250%, 03/15/2026 (r)		15,170,000		15,909,538
*Auto Parts & Equipment — 3.58%*
Adient Global Holdings Ltd. 4.875%, 08/15/2026 (r)		22,906,000		18,267,535
Adient US LLC 7.000%, 05/15/2026 (r)		9,705,000		9,996,150
Delphi Technologies PLC 5.000%, 10/01/2025 (r)		18,122,000		16,173,885
The Goodyear Tire & Rubber Company 4.875%, 03/15/2027		18,556,000		17,697,785
Meritor, Inc. 6.250%, 02/15/2024		15,187,000		15,680,577
Panther BF Aggregator 2 LP / Panther Finance Company, Inc. 6.250%, 05/15/2026 (r)		12,378,000		12,888,593
				90,704,525
*Automakers — 0.65%*
Navistar International Corp. 6.625%, 11/01/2025 (r)		15,713,000		16,537,933
*Banking — 1.23%*
BNP Paribas SA 6.625% (Fixed until 03/24/2024, then 5 Year Swap Rate USD + 4.149%), Perpetual (r)		12,775,000		13,311,103
Societe Generale SA 7.375% (Fixed until 09/12/2021, then 5 Year Swap Rate USD + 6.238%), Perpetual (r)		17,027,000		17,943,052
				31,254,155
*Building & Construction — 4.13%*
Ashton Woods USA LLC / Ashton Woods Finance Company

	Principal Amount		Value
6.750%, 08/01/2025 (r)	$	24,034,000	$	23,312,980
TopBuild Corp. 5.625%, 05/01/2026 (r)		19,893,000		20,440,057
TRI Pointe Group, Inc. 5.250%, 06/01/2027		21,340,000		20,646,450
Tutor Perini Corp. 6.875%, 05/01/2025 (r)		19,243,000		18,473,280
Weekley Homes LLC / Weekley Finance Corp. 6.000%, 02/01/2023		21,994,000		21,829,045
				104,701,812
*Building Materials — 3.50%*
Beacon Roofing Supply, Inc. 4.875%, 11/01/2025 (r)		17,681,000		17,570,494
Builders FirstSource, Inc. 6.750%, 06/01/2027 (r)		19,005,000		20,145,300
Masonite International Corp. 5.750%, 09/15/2026 (r)		15,062,000		15,551,515
Standard Industries, Inc. 6.000%, 10/15/2025 (r)		20,048,000		21,376,180
WESCO Distribution, Inc. 5.375%, 06/15/2024		13,660,000		14,069,800
				88,713,289
*Cable & Satellite TV — 4.59%*
CCO Holdings LLC / CCO Holdings Capital Corp. 5.375%, 05/01/2025 (r)		17,423,000		18,054,584
5.750%, 02/15/2026 (r)		20,000,000		21,025,000
CSC Holdings LLC 6.500%, 02/01/2029 (r)		18,570,000		20,299,331
Telenet Finance Luxembourg 5.500%, 03/01/2028 (r)		19,200,000		19,584,000
Virgin Media Secured Finance PLC 5.250%, 01/15/2026 (r)		18,686,000		19,217,804
VTR Finance BV 6.875%, 01/15/2024 (r)		17,558,000		18,238,372
				116,419,091

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
*Chemicals — 2.77%*
Alpha 3 BV / Alpha US Bidco, Inc. 6.250%, 02/01/2025 (r)	$	19,062,000	$	18,871,380
The Chemours Company 7.000%, 05/15/2025 (c)		14,400,000		15,084,000
Element Solutions, Inc. 5.875%, 12/01/2025 (r)		16,323,000		17,077,939
Hexion, Inc. 6.625%, 04/15/2020 (d)		24,580,000		19,172,400
				70,205,719
*Consumer/Commercial/Lease Financing — 2.31%*
Credit Acceptance Corp. 7.375%, 03/15/2023		5,075,000		5,284,344
6.625%, 03/15/2026 (r)		13,200,000		13,909,500
DAE Funding LLC 5.250%, 11/15/2021 (r)		4,870,000		5,070,887
5.000%, 08/01/2024 (r)		17,461,000		18,224,919
Park Aerospace Holdings Ltd. 5.500%, 02/15/2024 (r)		14,873,000		16,051,388
				58,541,038
*Department Stores — 0.90%*
JC Penney Corp., Inc. 5.875%, 07/01/2023 (r)		21,273,000		17,922,503
8.625%, 03/15/2025 (i) (r)		10,090,000		4,994,550
				22,917,053
*Diversified Capital Goods — 2.94%*
EnPro Industries, Inc. 5.750%, 10/15/2026		16,875,000		17,296,875
General Electric Company 4.500%, 03/11/2044		8,540,000		8,321,893
5.000% (Fixed until 01/21/2021, then 3 Month LIBOR USD + 3.330%), Perpetual		29,883,000		28,710,989
Matthews International Corp. 5.250%, 12/01/2025 (r)		20,370,000		20,089,913
				74,419,670
*Electric — Generation — 1.08%*
NRG Energy, Inc. 7.250%, 05/15/2026		12,654,000		13,982,670
5.250%, 06/15/2029 (r)		4,845,000		5,172,038
Vistra Operations Company LLC 5.000%, 07/31/2027 (r)		8,030,000		8,325,865
				27,480,573
*Electronics — 1.44%*
Qorvo, Inc. 5.500%, 07/15/2026		20,863,000		22,131,470
Sensata Technologies BV 5.625%, 11/01/2024 (r)		13,262,000		14,356,115
				36,487,585
*Energy — Exploration & Production — 4.96%*
Bellatrix Exploration Ltd. 8.500%, 09/11/2023 (f) (i) (u)		7,411,000		6,669,900

	Principal Amount		Value
3.000% Cash or 9.500% PIK, 12/15/2023 (f) (p) (u)	$	8,076,000	$	4,038,000
Callon Petroleum Company 6.375%, 07/01/2026		14,153,000		14,312,221
HighPoint Operating Corp. 8.750%, 06/15/2025		16,375,000		15,720,000
Jonah Energy LLC / Jonah Energy Finance Corp. 7.250%, 10/15/2025 (i) (r)		21,084,000		10,278,450
Lonestar Resources America, Inc. 11.250%, 01/01/2023 (r)		16,192,000		15,463,360
Moss Creek Resources Holdings, Inc. 7.500%, 01/15/2026 (r)		22,200,000		19,036,500
PetroQuest Energy, Inc. 10.000% PIK, 02/15/2024 (p)		6,548,276		5,729,741
Ultra Resources, Inc. 7.125%, 04/15/2025 (i) (r)		19,716,000		1,873,020
Unit Corp. 6.625%, 05/15/2021		17,944,000		16,284,180
Whiting Petroleum Corp. 6.625%, 01/15/2026		16,746,000		16,233,154
				125,638,526
*Food — Wholesale — 0.92%*
Pinnacle Operating Corp. 9.000%, 05/15/2023 (i) (r)		21,872,134		7,436,526
TreeHouse Foods, Inc. 6.000%, 02/15/2024 (r)		15,166,000		15,807,825
				23,244,351
*Forestry/Paper — 4.81%*
Boise Cascade Company 5.625%, 09/01/2024 (r)		19,604,000		20,094,100
Enviva Partners LP / Enviva Partners Finance Corp. 8.500%, 11/01/2021		20,251,000		21,136,981
Mercer International, Inc. 7.375%, 01/15/2025 (r)		17,975,000		19,143,375
Neenah, Inc. 5.250%, 05/15/2021 (r)		17,803,000		17,825,254
Rayonier AM Products, Inc. 5.500%, 06/01/2024 (r)		25,868,000		22,246,480
Schweitzer-Mauduit International, Inc. 6.875%, 10/01/2026 (r)		20,964,000		21,488,100
				121,934,290
*Gaming — 4.09%*
Boyd Gaming Corp. 6.000%, 08/15/2026		16,263,000		17,157,465
International Game Technology PLC 6.250%, 01/15/2027 (r)		14,854,000		16,302,265
Jacobs Entertainment, Inc. 7.875%, 02/01/2024 (r)		18,064,000		19,328,480
Penn National Gaming, Inc. 5.625%, 01/15/2027 (r)		18,925,000		18,735,750

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
Rivers Pittsburgh Borrower LP / Rivers Pittsburgh Finance Corp. 6.125%, 08/15/2021 (r)	$	12,043,000	$	12,253,752
Wynn Macau Ltd. 5.500%, 10/01/2027 (r)		20,472,000		19,960,200
				103,737,912
*Gas Distribution — 2.72%*
American Midstream Partners LP / American Midstream Finance Corp. 9.500%, 12/15/2021 (r)		18,226,000		17,907,045
Holly Energy Partners LP / Holly Energy Finance Corp. 6.000%, 08/01/2024 (r)		13,847,000		14,470,115
PBF Logistics LP / PBF Logistics Finance Corp. 6.875%, 05/15/2023		17,462,000		18,094,997
Rockpoint Gas Storage Canada Ltd. 7.000%, 03/31/2023 (r)		18,170,000		18,510,688
				68,982,845
*Health Facilities — 3.81%*
CHS / Community Health Systems, Inc. 6.875%, 02/01/2022 (c)		17,553,000		11,936,040
8.000%, 03/15/2026 (r)		18,205,000		17,541,063
HCA, Inc. 6.500%, 02/15/2020		8,254,000		8,444,266
5.875%, 02/01/2029 (c)		29,920,000		32,837,200
Tenet Healthcare Corp. 6.750%, 06/15/2023 (c)		12,946,000		13,043,095
6.250%, 02/01/2027 (r)		12,415,000		12,802,969
				96,604,633
*Health Services — 0.71%*
DaVita, Inc. 5.000%, 05/01/2025 (c)		18,021,000		17,858,811
*Hotels — 0.52%*
Wyndham Hotels & Resorts, Inc. 5.375%, 04/15/2026 (r)		12,576,000		13,220,520
*Life Insurance — 0.73%*
CNO Financial Group, Inc. 5.250%, 05/30/2029		17,035,000		18,482,975
*Machinery — 1.84%*
Cleaver-Brooks, Inc. 7.875%, 03/01/2023 (r)		15,643,000		15,040,119
Itron, Inc. 5.000%, 01/15/2026 (r)		18,523,000		18,986,075
Welbilt, Inc. 9.500%, 02/15/2024		11,655,000		12,660,244
				46,686,438
*Managed Care — 1.17%*
Centene Corp. 5.375%, 06/01/2026 (r)		12,386,000		13,051,747
WellCare Health Plans, Inc. 5.375%, 08/15/2026 (r)		15,497,000		16,465,563
				29,517,310

	Principal Amount		Value
*Media — Diversified — 0.85%*
National CineMedia LLC 5.750%, 08/15/2026	$	22,586,000	$	21,626,095
*Media Content — 1.64%*
Salem Media Group, Inc. 6.750%, 06/01/2024 (r)		22,156,000		19,497,280
Townsquare Media, Inc. 6.500%, 04/01/2023 (r)		22,269,000		22,018,474
				41,515,754
*Medical Products — 1.15%*
Avanos Medical, Inc. 6.250%, 10/15/2022		16,430,000		16,779,137
Hill-Rom Holdings, Inc. 5.750%, 09/01/2023 (r)		11,951,000		12,381,834
				29,160,971
*Metals/Mining Excluding Steel — 2.86%*
Century Aluminum Company 7.500%, 06/01/2021 (r)		19,878,000		19,838,244
Grinding Media, Inc. / Moly-Cop AltaSteel Ltd. 7.375%, 12/15/2023 (r)		18,022,000		17,346,175
Kaiser Aluminum Corp. 5.875%, 05/15/2024		13,107,000		13,664,048
Rain CII Carbon LLC / CII Carbon Corp. 7.250%, 04/01/2025 (r)		23,299,000		21,668,070
				72,516,537
*Oil Field Equipment & Services — 4.62%*
Exterran Energy Solutions LP / EES Finance Corp. 8.125%, 05/01/2025		16,024,000		16,364,510
KCA Deutag UK Finance PLC 9.875%, 04/01/2022 (r)		23,920,000		17,760,600
McDermott Technology Americas, Inc. / McDermott Technology US, Inc. 10.625%, 05/01/2024 (r)		20,647,000		19,375,764
Nine Energy Service, Inc. 8.750%, 11/01/2023 (r)		14,474,000		14,184,520
SESI LLC 7.750%, 09/15/2024		17,044,000		11,121,210
Shelf Drilling Holdings Ltd. 8.250%, 02/15/2025 (r)		23,887,000		22,167,136
Transocean, Inc. 9.000%, 07/15/2023 (r)		14,951,000		15,978,881
				116,952,621
*Oil Refining & Marketing — 1.16%*
Calumet Specialty Products Partners LP / Calumet Finance Corp. 6.500%, 04/15/2021 (c)		15,859,000		15,859,000
PBF Holding Company LLC / PBF Finance Corp. 7.250%, 06/15/2025		12,809,000		13,465,461
				29,324,461

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
*Packaging — 0.71%*
Plastipak Holdings, Inc. 6.250%, 10/15/2025 (r)	$	19,645,000	$	17,876,950
*Personal & Household Products — 2.30%*
Central Garden & Pet Company 6.125%, 11/15/2023		12,501,000		13,032,293
Energizer Holdings, Inc. 6.375%, 07/15/2026 (r)		16,043,000		16,524,290
Prestige Brands, Inc. 6.375%, 03/01/2024 (r)		12,824,000		13,481,230
Vista Outdoor, Inc. 5.875%, 10/01/2023		15,524,000		15,220,040
				58,257,853
*Pharmaceuticals — 2.04%*
Bausch Health Companies, Inc. 7.250%, 05/30/2029 (r)		19,443,000		20,269,327
Endo Dac / Endo Finance LLC / Endo Finco, Inc. 6.000%, 07/15/2023 (r)		19,711,000		14,290,475
Mallinckrodt International Finance SA / Mallinckrodt CB LLC 5.625%, 10/15/2023 (r)		22,445,000		17,058,200
				51,618,002
*Printing & Publishing — 2.13%*
Harland Clarke Holdings Corp. 9.250%, 03/01/2021 (r)		14,574,000		14,246,085
8.375%, 08/15/2022 (r)		7,486,000		6,391,172
LSC Communications, Inc. 8.750%, 10/15/2023 (r)		8,675,000		8,284,625
Meredith Corp. 6.875%, 02/01/2026		13,069,000		13,933,253
Multi-Color Corp. 4.875%, 11/01/2025 (r)		10,540,000		11,106,525
				53,961,660
*Software/Services — 1.71%*
j2 Cloud Services LLC / j2 Global Co-Obligor, Inc. 6.000%, 07/15/2025 (r)		12,292,000		12,921,965
Nuance Communications, Inc. 5.625%, 12/15/2026		16,234,000		16,969,400
VeriSign, Inc. 5.250%, 04/01/2025		12,529,000		13,421,691
				43,313,056
*Specialty Retail — 1.45%*
Murphy Oil USA, Inc. 5.625%, 05/01/2027		16,394,000		17,131,730
Parkland Fuel Corp. 5.875%, 07/15/2027 (e) (r)		3,220,000		3,272,325
Sonic Automotive, Inc. 5.000%, 05/15/2023		16,173,000		16,395,379
				36,799,434

	Principal Amount		Value
*Support — Services — 4.10%*
AECOM 5.125%, 03/15/2027	$	13,025,000	$	13,611,125
Aptim Corp. 7.750%, 06/15/2025 (r)		21,453,000		16,518,810
The GEO Group, Inc. 5.875%, 10/15/2024		22,858,000		20,229,330
Herc Holdings, Inc. 5.500%, 07/15/2027 (e) (r)		12,252,000		12,359,205
Herc Rentals, Inc. 7.750%, 06/01/2024 (r)		12,048,000		12,762,446
Sotheby's 4.875%, 12/15/2025 (r)		14,475,000		14,782,594
Vizient, Inc. 6.250%, 05/15/2027 (r)		12,785,000		13,536,758
				103,800,268
*Technology Hardware & Equipment — 1.84%*
CommScope, Inc. 6.000%, 03/01/2026 (r)		10,460,000		10,773,800
CommScope Technologies LLC 6.000%, 06/15/2025 (r)		16,981,000		15,999,668
Ingram Micro, Inc. 5.450%, 12/15/2024		19,444,000		19,875,910
				46,649,378
*Telecom — Wireless — 0.73%*
Telesat Canada / Telesat LLC 8.875%, 11/15/2024 (r)		17,079,000		18,530,715
*Transport Infrastructure/Services — 1.83%*
GasLog Ltd. 8.875%, 03/22/2022		21,063,000		21,800,205
XPO Logistics, Inc. 6.500%, 06/15/2022 (r)		10,541,000		10,778,172
6.750%, 08/15/2024 (r)		12,869,000		13,753,744
				46,332,121
Total corporate bonds (Cost $2,283,040,724)				2,228,510,423
CONVERTIBLE BONDS — 0.13%
*REITs — 0.13%*
Colony Capital, Inc. 3.875%, 01/15/2021		3,245,000		3,171,988
Total convertible bonds (Cost $3,132,487)				3,171,988
TERM LOANS — 6.23%
*Building Materials — 0.65%*
Foundation Building Materials LLC 5.402% (1 Month LIBOR USD + 3.000%), 08/13/2025 (Acquired 05/11/2018 — 06/19/2018, Cost $16,431,974) (b) (m)		16,417,500		16,376,456

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley High Yield Fund

	Principal Amount		Value
*Chemicals — 0.85%*
Hexion, Inc. TBD, 06/26/2026 (Acquired 06/27/2019, Cost $9,195,725) (e) (m)	$	9,240,000	$	9,251,550
Momentive Performance Materials USA LLC 5.590% (1 Month LIBOR USD + 3.250%), 05/15/2024 (Acquired 04/18/2019 — 04/23/2019, Cost $12,342,194) (b) (m)		12,375,000		12,305,391
				21,556,941
*Energy — Exploration & Production — 0.59%*
Fieldwood Energy LLC 7.652% (1 Month LIBOR USD + 5.250%), 04/11/2022 (Acquired 04/11/2018, Cost $7,228,724) (b) (m)		7,248,658		6,751,436
9.652% (1 Month LIBOR USD + 7.250%), 04/11/2023 (Acquired 04/11/2018, Cost $9,498,210) (b) (m)		9,785,808		8,234,758
				14,986,194
*Managed Care — 0.48%*
Wink Holdco, Inc. 7.907% (1 Month LIBOR USD + 5.500%), 12/02/2024 (Acquired 11/02/2017 — 01/10/2019, Cost $12,247,964) (b) (m)		12,354,785		12,113,867
*Oil Field Equipment & Services — 0.10%*
Iracore International Holdings, Inc. 11.500% (1 Month LIBOR USD + 9.000%), 04/13/2021 (Acquired 04/13/2017, Cost $2,590,943) (b) (f) (m) (u)		2,590,943		2,590,943
*Software/Services — 0.62%*
The Dun & Bradstreet Corp. 7.404% (1 Month LIBOR USD + 5.000%), 02/06/2026 (Acquired 02/01/2019 — 03/12/2019, Cost $15,616,179) (b) (m)		15,785,000		15,809,703
*Specialty Retail — 1.46%*
Boardriders, Inc. 8.902% (1 Month LIBOR USD + 6.500%), 04/23/2024 (Acquired 03/21/2018, Cost $6,324,729) (b) (m)		6,435,848		6,280,293
Office Depot, Inc. 7.644% (1 Month LIBOR USD + 5.250%), 11/08/2022 (Acquired 11/03/2017 — 04/08/2019, Cost $12,253,557) (b) (e) (m)		12,322,537		12,491,972
PetSmart, Inc. 6.670% (1 Month LIBOR USD + 4.250%), 03/11/2022 (Acquired 10/01/2018 — 01/02/2019, Cost $15,881,875) (b) (e) (m)		18,693,594		18,246,724
				37,018,989
*Support — Services — 0.97%*
Brookfield WEC Holdings, Inc. 5.902% (1 Month LIBOR USD + 3.500%), 08/01/2025 (Acquired 07/26/2018 — 06/25/2019, Cost $13,633,468) (b) (e) (m)		13,620,385		13,619,432
Drive Chassis Holdco LLC 10.834% (1 Month LIBOR USD + 8.250%), 04/10/2026 (Acquired 04/12/2019 — 05/16/2019, Cost $10,875,383) (b) (m)		11,415,000		11,001,206
				24,620,638

	Principal Amount		Value
*Transportation Excluding Air/Rail — 0.51%*
International Seaways Operating Corp. 8.440% (1 Month LIBOR USD + 6.000%), 06/22/2022 (Acquired 06/20/2017 — 08/07/2017, Cost $12,651,109) (b) (m)	$	12,817,387	$	12,849,430
Total term loans (Cost $156,772,034)				157,923,161
PREFERRED STOCKS — 0.29%	Shares Held
*Food — Wholesale — 0.29%*
Pinnacle Agriculture Enterprises LLC (Acquired 03/10/2017, Cost $11,192,395) (a) (f) (i) (m) (u)		15,232,907		7,357,494
Total preferred stocks (Cost $11,192,395)				7,357,494
COMMON STOCKS — 2.86%
*Automakers — 0.00%*
General Motors Company — Escrow (Acquired 11/17/2009 — 04/06/2011, Cost $0) (a) (f) (i) (m) (u)		352,400		0
*Energy — Exploration & Production — 0.37%*
Bellatrix Exploration Ltd. (a) (i) (o)		2,371,752		1,612,791
Fieldwood Energy, Inc. (a) (i)		30,033		1,006,106
Fieldwood Energy, Inc. (Acquired 05/03/2018, Cost $2,595,252) (a) (i) (m)		111,241		3,726,573
PetroQuest Energy, Inc. (a) (i) (o)		728,495		2,913,980
Warren Resources, Inc. (Acquired 11/23/2016, Cost $160,767) (a) (f) (i) (m) (u)		116,226		160,741
				9,420,191
*Metals/Mining Excluding Steel — 1.57%*
American Zinc Recycling LLC (Acquired 07/19/2012 — 09/30/2016, Cost $35,758,540) (a) (f) (i) (m) (o) (u)		76,444		29,175,617
RA Parent, Inc. (Acquired 12/23/2014 — 01/18/2018, Cost $17,853,515) (a) (f) (i) (m) (o) (u)		288		10,482,767
				39,658,384
*Oil Field Equipment & Services — 0.14%*
Iracore Investments Holdings, Inc. — Class A (Acquired 04/13/2017, Cost $4,696,250) (a) (f) (i) (m) (o) (u)		22,092		3,587,078
*Specialty Retail — 0.78%*
Quiksilver, Inc. (Acquired 07/11/2013 — 05/12/2016, Cost $28,586,327) (a) (f) (i) (m) (u)		582,983		19,821,422
Total common stocks (Cost $110,819,206)				72,487,075

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

Schedule of Investments — June 30, 2019

Hotchkis & Wiley High Yield Fund

WARRANTS — 0.00%	Shares Held		Value
*Energy — Exploration & Production — 0.00%*
Lonestar Resources America, Inc. (Acquired 08/19/2016 — 09/30/2016, Cost $763,200) (a) (f) (i) (m) Expiration: December 2021, Exercise Price $5.00		180,000	$	0
Total warrants (Cost $763,200)				0
Total long-term investments (Cost $2,565,720,046)				2,469,450,141
SHORT-TERM INVESTMENTS — 1.50%
*Money Market Funds — 0.82%*
JPMorgan U.S. Government Money Market Fund — Class IM, 1.87%^		20,627,129		20,627,129
*Time* *Deposits — 0.68%*	Principal Amount
Australia and New Zealand Banking Group Ltd., 1.76%, 07/01/2019*	$	17,265,279		17,265,279
Total short-term investments (Cost $37,892,408)				37,892,408
Total investments — 98.95% (Cost $2,603,612,454)				2,507,342,549
Other assets in excess of liabilities — 1.05%				26,673,954
Net assets — 100.00%			$	2,534,016,503

(a) — Non-income producing security.

(b) — The coupon rate shown on variable rate securities represents the rate at June 30, 2019.

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

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

(e) — Delayed delivery security.

(f) — Security was fair valued under guidelines established by and under the general supervision and responsibility of the Trust's Board of Trustees. The total market value of these securities was $83,883,962, which represented 3.31% of net assets. See Security Valuation in Note 1 in Notes to the Financial Statements.

(i) — Illiquid security. The total market value of these securities was $111,097,015, which represented 4.38% of net assets.

(m) — Restricted security. Purchased in a private placement transaction; resale to the public may require registration. The total market value of these securities was $232,234,853, which represented 9.16% of net assets.

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

(p) — Payment in-kind (PIK) security.

(u) — Value determined using significant unobservable inputs.

LIBOR — London Interbank Offered Rate

TBD — To be determined.

USD — United States Dollar

^ — Rate shown is the 7-day yield as of June 30, 2019.

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

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

Statements of Assets & Liabilities

JUNE 30, 2019

	Diversified Value Fund			Large Cap Value Fund			Mid-Cap Value Fund			Small Cap Value Fund		Small Cap Diversified Value Fund
Assets:
Long-term investments, at value*
Unaffiliated issuers	$	100,514,173		$	482,455,888		$	1,199,140,402		$	685,985,758	$	93,277,342
Affiliated issuers		—			—			—			12,027,533		—
Collateral for securities on loan*		—			—			118,110			31,156,546		—
Short-term investments*		521,733			11,214,232			36,300,436			29,123,135		4,422,050
Cash		1,404			19,367			63,859			55,505		4,884
Dividends and interest receivable		152,606			760,140			1,801,362			929,527		99,031
Receivable for investments sold		649,484			1,818,773			4,902,536			—		1,450,621
Receivable for Fund shares sold		456			345,929			1,065,871			1,647,174		818,351
Other assets		8,414			31,119			48,546			33,900		9,449
Total assets	$	101,848,270		$	496,645,448		$	1,243,441,122		$	760,959,078	$	100,081,728
Liabilities:
Collateral upon return of securities on loan	$	—		$	—		$	118,110		$	31,156,546	$	—
Payable for investments purchased		378,489			1,393,094			4,513,779			5,653,098		1,694,277
Payable for Fund shares repurchased		36,590			864,964			4,900,230			1,208,754		516
Payable to Advisor		44,507			276,147			743,370			436,780		50,617
Accrued distribution and service fees		47,556			206,215			237,345			81,769		2,858
Accrued expenses and other liabilities		60,352			201,408			458,615			295,107		53,702
Total liabilities		567,494			2,941,828			10,971,449			38,832,054		1,801,970
Commitments and contingencies (Note 8)
Net assets	$	101,280,776		$	493,703,620		$	1,232,469,673		$	722,127,024	$	98,279,758
Net Assets consist of:
Paid-in capital	$	140,904,804		$	512,493,491		$	1,399,788,621		$	721,971,622	$	101,431,181
Total distributable earnings (losses)	$	(39,624,028	)	$	(18,789,871	)	$	(167,318,948	)	$	155,402	$	(3,151,423	)
Net assets	$	101,280,776		$	493,703,620		$	1,232,469,673		$	722,127,024	$	98,279,758
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class I
Net assets	$	63,333,247		$	357,190,892		$	1,044,279,604		$	670,390,741	$	95,404,724
Shares outstanding (unlimited shares $0.001 par value authorized)		3,351,780			10,730,567			31,546,386			12,583,811		9,462,955
Net asset value per share	$	18.90		$	33.29		$	33.10		$	53.27	$	10.08
Calculation of Net Asset Value Per Share — Class A
Net assets	$	35,806,577		$	116,354,465		$	159,675,742		$	44,240,407	$	2,875,034
Shares outstanding (unlimited shares $0.001 par value authorized)		1,889,130			3,511,155			4,909,298			834,993		286,725
Net asset value per share	$	18.95		$	33.14		$	32.53		$	52.98	$	10.03
Public Offering Price Per Share — Class A
(Net asset value per share divided by 0.9475)	$	20.00		$	34.98		$	34.33		$	55.92	$	10.59
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class C
Net assets	$	2,140,952		$	14,948,078		$	24,447,380		$	7,495,876
Shares outstanding (unlimited shares $0.001 par value authorized)		114,036			458,639			869,308			174,576
Net asset value per share	$	18.77		$	32.59		$	28.12		$	42.94
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class R
Net assets				$	5,210,185		$	4,066,947
Shares outstanding (unlimited shares $0.001 par value authorized)					155,507			124,906
Net asset value per share				$	33.50		$	32.56
*Cost of long-term investments
Unaffiliated issuers	$	111,837,504		$	501,326,577		$	1,313,249,214		$	673,398,887	$	93,533,129
Affiliated issuers		—			—			—			44,076,429		—
*Cost of collateral for securities on loan		—			—			118,110			31,156,546		—
*Cost of short-term investments		521,733			11,214,232			36,300,440			29,123,132		4,422,050

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

Statements of Assets & Liabilities

JUNE 30, 2019

	Global Value Fund		International Value Fund			Value Opportunities Fund		Capital Income Fund			High Yield Fund
Assets:
Long-term investments, at value*
Unaffiliated issuers	$	38,560,709	$	2,347,071		$	718,108,754	$	26,361,121		$	2,421,677,908
Affiliated issuers		—		—			22,469,220		—			47,772,233
Collateral for securities on loan*		—		—			12,871,657		—			—
Short-term investments*		1,102,806		—			16,423,751		239,743			37,892,408
Cash		1,556		—			25,424		208			54,459
Cash collateral for options		—		—			2,104		—			—
Dividends and interest receivable		67,384		8,989			1,391,974		218,078			38,607,112
Receivable for investments sold		—		—			11,296,195		299,176			45,800,732
Receivable for Fund shares sold		284,920		—			777,198		4,366			4,505,464
Receivable from Advisor		—		12,655			—		—			—
Other assets		14,070		3,824			19,770		14,610			77,816
Total assets	$	40,031,445	$	2,372,539		$	783,386,047	$	27,137,302		$	2,596,388,132
Liabilities:
Collateral upon return of securities on loan	$	—	$	—		$	12,871,657	$	—		$	—
Payable for investments purchased		—		—			2,727,304		313,024			54,370,045
Payable for Fund shares repurchased		—		—			719,068		60,409			4,264,442
Payable to Advisor		6,107		—			458,825		3,716			887,526
Accrued distribution and service fees		1,288		—			198,658		6,811			191,359
Distributions payable to shareholders		—		—			—		13,395			1,967,171
Cash overdraft		—		6,903			—		—			—
Accrued expenses and other liabilities		37,218		31,944			242,278		46,411			691,086
Total liabilities		44,613		38,847			17,217,790		443,766			62,371,629
Commitments and contingencies (Note 8)
Net assets	$	39,986,832	$	2,333,692		$	766,168,257	$	26,693,536		$	2,534,016,503
Net Assets consist of:
Paid-in capital	$	38,957,538	$	2,424,833		$	721,720,924	$	28,228,161		$	2,756,265,508
Total distributable earnings (losses)	$	1,029,294	$	(91,141	)	$	44,447,333	$	(1,534,625	)	$	(222,249,005	)
Net assets	$	39,986,832	$	2,333,692		$	766,168,257	$	26,693,536		$	2,534,016,503
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class I
Net assets	$	39,748,962	$	2,333,692		$	588,096,834	$	13,803,896		$	1,825,781,784
Shares outstanding (unlimited shares $0.001 par value authorized)		3,441,636		238,875			20,944,820		1,147,550			156,183,472
Net asset value per share	$	11.55	$	9.77		$	28.08	$	12.03		$	11.69
Calculation of Net Asset Value Per Share — Class A
Net assets	$	237,870				$	131,049,934	$	12,889,640		$	303,367,244
Shares outstanding (unlimited shares $0.001 par value authorized)		20,589					4,659,817		1,026,214			26,108,448
Net asset value per share	$	11.55				$	28.12	$	12.56		$	11.62
Public Offering Price Per Share — Class A
(Net asset value per share divided by 0.9475)	$	12.19				$	29.68
(Net asset value per share divided by 0.9525)								$	13.19
(Net asset value per share divided by 0.9625)											$	12.07
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class C
Net assets						$	47,021,489				$	3,599,323
Shares outstanding (unlimited shares $0.001 par value authorized)							1,812,970					308,095
Net asset value per share						$	25.94				$	11.68
Calculation of Net Asset Value Per Share and Public Offering Price Per Share — Class Z
Net assets											$	401,268,152
Shares outstanding (unlimited shares $0.001 par value authorized)												34,310,829
Net asset value per share											$	11.70
*Cost of long-term investments
Unaffiliated issuers	$	38,406,494	$	2,505,900		$	687,590,917	$	27,242,936		$	2,487,948,216
Affiliated issuers		—		—			21,329,724		—			77,771,830
*Cost of collateral for securities on loan		—		—			12,871,657		—			—
*Cost of short-term investments		1,102,806		—			16,423,750		239,743			37,892,408

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

Statements of Operations

FOR THE YEAR ENDED JUNE 30, 2019

	Diversified Value Fund			Large Cap Value Fund		Mid-Cap Value Fund			Small Cap Value Fund			Small Cap Diversified Value Fund
Investment income:
Dividends*
Unaffiliated issuers	$	2,496,665		$	11,014,599	$	25,805,710		$	11,616,692		$	1,013,846
Interest		8,375			170,955		518,477			487,590			31,637
Securities on loan, net		1,022			6,473		130,412			305,637			—
Total income		2,506,062			11,192,027		26,454,599			12,409,919			1,045,483
Expenses:
Advisory fees		717,678			3,177,940		11,837,308			5,705,351			376,322
Professional fees and expenses		25,630			40,702		92,945			51,881			20,598
Custodian fees and expenses		7,419			14,207		45,908			21,805			32,334
Transfer agent fees and expenses		108,844			664,961		2,726,767			1,433,818			39,194
Accounting fees and expenses		24,274			53,684		179,245			88,660			40,694
Administration fees and expenses		44,814			146,690		487,948			240,096			45,391
Trustees' fees and expenses		7,954			34,031		129,029			59,983			3,835
Reports to shareholders		9,863			25,727		148,564			117,967			7,329
Registration fees		48,794			83,344		71,447			56,941			44,510
Distribution and service fees — Class A		94,463			302,870		494,828			142,195			8,488
Distribution and service fees — Class C		24,018			145,184		317,646			105,182			—
Distribution and service fees — Class R		—			30,175		25,999			—			—
Other expenses		11,021			27,929		104,451			47,951			6,589
Total expenses		1,124,772			4,747,444		16,662,085			8,071,830			625,284
Fee waiver/expense reimbursement by Advisor (Note 2)		(169,443	)		—		—			—			(92,251	)
Net expenses		955,329			4,747,444		16,662,085			8,071,830			533,033
Net investment income		1,550,733			6,444,583		9,792,514			4,338,089			512,450
Realized and Unrealized Gains (Losses):
Net realized gains (losses) from:
Sales of unaffiliated issuers		(1,011,358	)		1,386,677		90,634,390			41,659,448			(2,884,366	)
Sales of affiliated issuers		—			—		(86,084,130	)		—			—
Foreign currency transactions		141			669		(86,958	)		(32,846	)		—
Net realized gains (losses)		(1,011,217	)		1,387,346		4,463,302			41,626,602			(2,884,366	)
Net change in unrealized appreciation (depreciation) of:
Securities of unaffiliated issuers and foreign currency transactions		1,115,378			8,598,262		(356,453,775	)		(116,225,414	)		(1,767,303	)
Securities of affiliated issuers		—			—		89,513,949			(6,114,609	)		—
Net change in unrealized appreciation (depreciation)		1,115,378			8,598,262		(266,939,826	)		(122,340,023	)		(1,767,303	)
Net gains (losses)		104,161			9,985,608		(262,476,524	)		(80,713,421	)		(4,651,669	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	1,654,894		$	16,430,191	$	(252,684,010	)	$	(76,375,332	)	$	(4,139,219	)
*Net of Foreign Taxes Withheld	$	24,450		$	137,382	$	223,303		$	212,246		$	876

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

Statements of Operations

FOR THE YEAR ENDED JUNE 30, 2019

	Global Value Fund			International Value Fund			Value Opportunities Fund			Capital Income Fund			High Yield Fund
Investment income:
Dividends*
Unaffiliated issuers	$	591,219		$	66,574		$	10,972,577		$	370,155		$	286,831
Affiliated issuers		—			—			456,295			—			304,197
Interest		8,101			488			2,159,994			949,421			172,556,451
Securities on loan, net		—			—			279,350			—			—
Total income		599,320			67,062			13,868,216			1,319,576			173,147,479
Expenses:
Advisory fees		152,675			19,119			5,194,189			204,718			14,482,329
Professional fees and expenses		19,073			16,003			46,698			19,509			125,271
Custodian fees and expenses		12,150			12,456			30,533			16,412			67,750
Transfer agent fees and expenses		24,845			3,967			876,942			33,684			2,876,807
Accounting fees and expenses		31,183			33,970			81,944			57,746			320,637
Administration fees and expenses		41,670			41,799			219,042			43,025			795,836
Trustees' fees and expenses		1,267			187			52,379			2,565			206,991
Reports to shareholders		4,004			3,209			44,126			5,619			172,160
Registration fees		38,256			5,862			60,559			35,119			125,747
Distribution and service fees — Class A		969			—			330,733			37,052			1,058,582
Distribution and service fees — Class C		—			—			473,246			—			33,743
Other expenses		5,009			3,897			39,621			6,413			155,224
Total expenses		331,101			140,469			7,450,012			461,862			20,421,077
Fee waiver/expense reimbursement by Advisor (Note 2)		(135,348	)		(117,179	)		—			(172,443	)		(1,255,576	)
Net expenses		195,753			23,290			7,450,012			289,419			19,165,501
Net investment income		403,567			43,772			6,418,204			1,030,157			153,981,978
Realized and Unrealized Gains (Losses):
Net realized gains (losses) from:
Sales of unaffiliated issuers		808,981			68,206			17,751,774			427,121			(15,466,957	)
Sales of affiliated issuers		—			—			4,794,001			—			2,391,202
Foreign currency transactions		(16,387	)		(1,443	)		(87,854	)		(1,406	)		—
Credit default swap contracts		—			—			—			4,502			1,001,135
Futures contracts		—			—			844,905			—			—
Net realized gains (losses)		792,594			66,763			23,302,826			430,217			(12,074,620	)
Net change in unrealized depreciation of:
Securities of unaffiliated issuers and foreign currency transactions		(677,274	)		(340,896	)		(12,381,564	)		(2,714,234	)		(20,937,154	)
Securities of affiliated issuers		—			—			(1,698,004	)		—			(19,236,397	)
Futures contracts		—			—			(159,031	)		—			—
Net change in unrealized depreciation		(677,274	)		(340,896	)		(14,238,599	)		(2,714,234	)		(40,173,551	)
Net gains (losses)		115,320			(274,133	)		9,064,227			(2,284,017	)		(52,248,171	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	518,887		$	(230,361	)	$	15,482,431		$	(1,253,860	)	$	101,733,807
*Net of Foreign Taxes Withheld	$	40,415		$	5,805		$	95,069		$	13,437		$	—

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

Statements of Changes in Net Assets

	Diversified Value Fund						Large Cap Value Fund
	Year ended June 30, 2019			Year ended June 30, 2018			Year ended June 30, 2019			Year ended June 30, 2018
Operations:
Net investment income	$	1,550,733		$	1,279,818		$	6,444,583		$	4,629,731
Net realized gains (losses)		(1,011,217	)		(1,069,076	)		1,387,346			29,840,083
Net change in unrealized appreciation		1,115,378			10,500,294			8,598,262			2,301,915
Net increase in net assets resulting from operations		1,654,894			10,711,036			16,430,191			36,771,729
Dividends and Distributions to Shareholders:
Class I		(841,971	)		(1,291,066	)		(8,588,072	)		(3,696,306	)
Class A		(432,249	)		(657,010	)		(3,158,756	)		(1,968,759	)
Class C		(6,014	)		(23,932	)		(247,825	)		(84,374	)
Class R		—			—			(118,525	)		(98,106	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(1,280,234	)		(1,972,008	)*		(12,113,178	)		(5,847,545	)*
Capital Share Transactions:
Net increase (decrease) in net assets resulting from capital share transactions		(6,810,441	)		(13,183,311	)		60,132,345			(37,501,866	)
Net Assets:
Total increase (decrease) in net assets		(6,435,781	)		(4,444,283	)		64,449,358			(6,577,682	)
Beginning of year		107,716,557			112,160,840			429,254,262			435,831,944
End of year	$	101,280,776		$	107,716,557	**	$	493,703,620		$	429,254,262	**

* For the year ended June 30, 2018, all dividends and distributions to shareholders were from net investment income (Note 10).

** As of June 30, 2018, undistributed net investment income was $1,280,233 for the Diversified Value Fund and $4,631,157 for the Large Cap Value Fund (Note 10).

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

Statements of Changes in Net Assets

	Mid-Cap Value Fund						Small Cap Value Fund
	Year ended June 30, 2019			Year ended June 30, 2018			Year ended June 30, 2019			Year ended June 30, 2018
Operations:
Net investment income	$	9,792,514		$	4,420,098		$	4,338,089		$	3,329,563
Net realized gains (losses)		4,463,302			(4,192,194	)		41,626,602			61,963,477
Net change in unrealized appreciation (depreciation)		(266,939,826	)		251,979,942			(122,340,023	)		32,723,273
Net increase (decrease) in net assets resulting from operations		(252,684,010	)		252,207,846			(76,375,332	)		98,016,313
Dividends and Distributions to Shareholders:
Class I		(34,995,716	)		(102,893,236	)		(53,561,823	)		(33,857,921	)
Class A		(4,637,879	)		(16,161,033	)		(4,070,454	)		(3,674,079	)
Class C		(685,095	)		(3,159,514	)		(973,465	)		(811,924	)
Class R		(106,553	)		(650,880	)		—			—
Net decrease in net assets resulting from dividends and distributions to shareholders		(40,425,243	)		(122,864,663	)*		(58,605,742	)		(38,343,924	)*
Capital Share Transactions:
Net increase (decrease) in net assets resulting from capital share transactions		(359,566,836	)		(256,537,398	)		57,162,046			(36,415,088	)
Net Assets:
Total increase (decrease) in net assets		(652,676,089	)		(127,194,215	)		(77,819,028	)		23,257,301
Beginning of year		1,885,145,762			2,012,339,977			799,946,052			776,688,751
End of year	$	1,232,469,673		$	1,885,145,762	**	$	722,127,024		$	799,946,052	**

* For the year ended June 30, 2018, dividends and distributions to shareholders from net investment income were $6,191,906 for Class I, $410,149 for Class A and $3,532 for Class R and from net realized gains were $96,701,330 for Class I, $15,750,884 for Class A, $3,159,514 for Class C and $647,348 for Class R for the Mid-Cap Value Fund. For the year ended June 30, 2018, dividends and distributions to shareholders from net investment income were $3,110,570 for Class I and $130,714 for Class A and from net realized gains were $30,747,351 for Class I, $3,543,365 for Class A and $811,924 for Class C for the Small Cap Value Fund (Note 10).

** As of June 30, 2018, undistributed net investment income (loss) was $(322,010) for the Mid-Cap Value Fund and $2,099,354 for the Small Cap Value Fund (Note 10).

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

Statements of Changes in Net Assets

	Small Cap Diversified Value Fund						Global Value Fund
	Year ended June 30, 2019			Year ended June 30, 2018			Year ended June 30, 2019			Year ended June 30, 2018
Operations:
Net investment income	$	512,450		$	201,673		$	403,567		$	71,964
Net realized gains (losses)		(2,884,366	)		4,735,646			792,594			644,429
Net change in unrealized appreciation (depreciation)		(1,767,303	)		(1,021,186	)		(677,274	)		61,872
Net increase (decrease) in net assets resulting from operations		(4,139,219	)		3,916,133			518,887			778,265
Dividends and Distributions to Shareholders:
Class I		(2,939,252	)		(3,404,099	)		(703,103	)		(432,679	)
Class A		(241,524	)		(181,599	)		(22,566	)		(25,070	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(3,180,776	)		(3,585,698	)*		(725,669	)		(457,749	)*
Capital Share Transactions:
Net increase in net assets resulting from capital share transactions		62,637,044			22,646,240			30,475,137			1,268,577
Net Assets:
Total increase in net assets		55,317,049			22,976,675			30,268,355			1,589,093
Beginning of year		42,962,709			19,986,034			9,718,477			8,129,384
End of year	$	98,279,758		$	42,962,709	**	$	39,986,832		$	9,718,477	**

* For the year ended June 30, 2018, dividends and distributions to shareholders from net investment income were $97,468 for Class I and $3,154 for Class A and from net realized gains were $3,306,631 for Class I and $178,445 for Class A for the Small Cap Diversified Value Fund. For the year ended June 30, 2018, dividends and distributions to shareholders from net investment income were $80,053 for Class I and $3,738 for Class A and from net realized gains were $352,626 for Class I and $21,332 for Class A for the Global Value Fund (Note 10).

** As of June 30, 2018, undistributed net investment income was $127,246 for the Small Cap Diversified Value Fund and $50,116 for the Global Value Fund (Note 10).

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

Statements of Changes in Net Assets

	International Value Fund						Value Opportunities Fund
	Year ended June 30, 2019			Year ended June 30, 2018			Year ended June 30, 2019			Year ended June 30, 2018
Operations:
Net investment income	$	43,772		$	23,157		$	6,418,204		$	7,067,953
Net realized gains		66,763			154,127			23,302,826			60,923,665
Net change in unrealized depreciation		(340,896	)		(93,077	)		(14,238,599	)		(273,708	)
Net increase (decrease) in net assets resulting from operations		(230,361	)		84,207			15,482,431			67,717,910
Dividends and Distributions to Shareholders:
Class I		(158,651	)		(144,568	)		(44,528,454	)		(12,900,639	)
Class A		—			—			(10,845,972	)		(3,796,645	)
Class C		—			—			(4,078,762	)		(1,253,568	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(158,651	)		(144,568	)*		(59,453,188	)		(17,950,852	)*
Capital Share Transactions:
Net increase in net assets resulting from capital share transactions		180,153			180,942			171,006,963			46,962,687
Net Assets:
Total increase (decrease) in net assets		(208,859	)		120,581			127,036,206			96,729,745
Beginning of year		2,542,551			2,421,970			639,132,051			542,402,306
End of year	$	2,333,692		$	2,542,551	**	$	766,168,257		$	639,132,051	**

* For the year ended June 30, 2018, dividends and distributions to shareholders from net investment income were $26,262 for Class I and from net realized gains were $118,306 for Class I for the International Value Fund. For the year ended June 30, 2018, dividends and distributions to shareholders from net investment income were $7,243,094 for Class I, $1,982,727 for Class A and $451,278 for Class C and from net realized gains were $5,657,545 for Class I, $1,813,918 for Class A and $802,290 for Class C for the Value Opportunities Fund (Note 10).

** As of June 30, 2018, undistributed net investment income was $16,649 for the International Value Fund and $1,949,167 for the Value Opportunities Fund (Note 10).

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

Statements of Changes in Net Assets

	Capital Income Fund						High Yield Fund
	Year ended June 30, 2019			Year ended June 30, 2018			Year ended June 30, 2019			Year ended June 30, 2018
Operations:
Net investment income	$	1,030,157		$	1,336,013		$	153,981,978		$	161,067,983
Net realized gains (losses)		430,217			2,044,789			(12,074,620	)		(12,551,785	)
Net change in unrealized depreciation		(2,714,234	)		(963,062	)		(40,173,551	)		(74,138,295	)
Net increase (decrease) in net assets resulting from operations		(1,253,860	)		2,417,740			101,733,807			74,377,903
Dividends and Distributions to Shareholders:
Class I		(555,328	)		(790,343	)		(108,086,396	)		(127,191,770	)
Class A		(436,467	)		(660,571	)		(23,855,338	)		(28,374,568	)
Class C		—			—			(164,548	)		(163,724	)
Class Z		—			—			(21,885,321	)		(1,893,234	)
Net decrease in net assets resulting from dividends and distributions to shareholders		(991,795	)		(1,450,914	)*		(153,991,603	)		(157,623,296	)*
Capital Share Transactions:
Net increase (decrease) in net assets resulting from capital share transactions		(7,876,013	)		(5,903,933	)		(131,154,496	)		139,753,443
Net Assets:
Total increase (decrease) in net assets		(10,121,668	)		(4,937,107	)		(183,412,292	)		56,508,050
Beginning of year		36,815,204			41,752,311			2,717,428,795			2,660,920,745
End of year	$	26,693,536		$	36,815,204	**	$	2,534,016,503		$	2,717,428,795	**

* For the year ended June 30, 2018, all dividends and distributions to shareholders were from net investment income (Note 10).

** As of June 30, 2018, undistributed net investment income (loss) was $(4,358) for the Capital Income Fund and $92,301 for the High Yield Fund (Note 10).

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

Financial Highlights

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

			Income (loss) from investment operations								Dividends and distributions
Diversified Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)		Total distributions
Class I
Year ended 6/30/2019	$	18.80	$	0.30	$	0.06		$	0.36		$	(0.26	)	$	—	$	(0.26	)
Year ended 6/30/2018		17.43		0.23		1.48			1.71			(0.34	)		—		(0.34	)
Year ended 6/30/2017		14.31		0.19		3.77			3.96			(0.84	)		—		(0.84	)
Year ended 6/30/2016		15.89		0.22		(1.59	)		(1.37	)		(0.21	)		—		(0.21	)
Year ended 6/30/2015		15.47		0.19		0.61			0.80			(0.38	)		—		(0.38	)
Class A
Year ended 6/30/2019		18.85		0.26		0.05			0.31			(0.21	)		—		(0.21	)
Year ended 6/30/2018		17.47		0.19		1.49			1.68			(0.30	)		—		(0.30	)
Year ended 6/30/2017		14.36		0.16		3.77			3.93			(0.82	)		—		(0.82	)
Year ended 6/30/2016		15.92		0.18		(1.59	)		(1.41	)		(0.15	)		—		(0.15	)
Year ended 6/30/2015		15.50		0.14		0.63			0.77			(0.35	)		—		(0.35	)
Class C
Year ended 6/30/2019		18.64		0.12		0.06			0.18			(0.05	)		—		(0.05	)
Year ended 6/30/2018		17.27		0.04		1.48			1.52			(0.15	)		—		(0.15	)
Year ended 6/30/2017		14.23		0.04		3.73			3.77			(0.73	)		—		(0.73	)
Year ended 6/30/2016		15.76		0.07		(1.57	)		(1.50	)		(0.03	)		—		(0.03	)
Year ended 6/30/2015		15.20		0.03		0.62			0.65			(0.09	)		—		(0.09	)

								Ratios to Average Net Assets
Diversified Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2019	$	18.90		2.08	%	$	63,333		0.83	%		0.99	%		1.65	%
Year ended 6/30/2018		18.80		9.81			65,503		0.95			1.02			1.25
Year ended 6/30/2017		17.43		28.05			68,260		0.95			1.09			1.21
Year ended 6/30/2016		14.31		–8.59			342,046		0.95			1.03			1.52
Year ended 6/30/2015		15.89		5.30			481,815		0.95			0.99			1.18
Class A
Year ended 6/30/2019		18.95		1.78			35,807		1.08			1.24			1.39
Year ended 6/30/2018		18.85		9.57			39,616		1.20			1.27			1.00
Year ended 6/30/2017		17.47		27.71			41,084		1.20			1.34			1.00
Year ended 6/30/2016		14.36		–8.83			38,527		1.20			1.28			1.25
Year ended 6/30/2015		15.92		5.07			52,752		1.20			1.24			0.92
Class C
Year ended 6/30/2019		18.77		0.98			2,141		1.83			1.99			0.64
Year ended 6/30/2018		18.64		8.77			2,598		1.95			2.02			0.25
Year ended 6/30/2017		17.27		26.78			2,817		1.95			2.09			0.23
Year ended 6/30/2016		14.23		–9.51			3,334		1.95			2.03			0.51
Year ended 6/30/2015		15.76		4.27			4,419		1.95			1.99			0.17

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		26	%		28	%		25	%		35	%		38	%

			Income (loss) from investment operations								Dividends and distributions
Large Cap Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	33.57	$	0.51	$	0.19		$	0.70		$	(0.64	)	$	(0.34	)	$	(0.98	)
Year ended 6/30/2018		31.04		0.42		2.67			3.09			(0.56	)		—			(0.56	)
Year ended 6/30/2017		25.06		0.39		6.15			6.54			(0.56	)		—			(0.56	)
Year ended 6/30/2016		27.21		0.39		(2.15	)		(1.76	)		(0.39	)		—			(0.39	)
Year ended 6/30/2015		26.65		0.35		0.99			1.34			(0.78	)		—			(0.78	)
Class A
Year ended 6/30/2019		33.36		0.41		0.22			0.63			(0.51	)		(0.34	)		(0.85	)
Year ended 6/30/2018		30.85		0.34		2.65			2.99			(0.48	)		—			(0.48	)
Year ended 6/30/2017		24.91		0.32		6.10			6.42			(0.48	)		—			(0.48	)
Year ended 6/30/2016		27.02		0.33		(2.13	)		(1.80	)		(0.31	)		—			(0.31	)
Year ended 6/30/2015		26.46		0.27		0.99			1.26			(0.70	)		—			(0.70	)
Class C
Year ended 6/30/2019		32.68		0.17		0.25			0.42			(0.17	)		(0.34	)		(0.51	)
Year ended 6/30/2018		30.16		0.08		2.61			2.69			(0.17	)		—			(0.17	)
Year ended 6/30/2017		24.29		0.10		5.94			6.04			(0.17	)		—			(0.17	)
Year ended 6/30/2016		26.30		0.13		(2.06	)		(1.93	)		(0.08	)		—			(0.08	)
Year ended 6/30/2015		25.96		0.09		0.94			1.03			(0.69	)		—			(0.69	)
Class R
Year ended 6/30/2019		33.56		0.32		0.25			0.57			(0.29	)		(0.34	)		(0.63	)
Year ended 6/30/2018		30.96		0.22		2.70			2.92			(0.32	)		—			(0.32	)
Year ended 6/30/2017		25.02		0.25		6.13			6.38			(0.44	)		—			(0.44	)
Year ended 6/30/2016		27.16		0.28		(2.16	)		(1.88	)		(0.26	)		—			(0.26	)
Year ended 6/30/2015		26.62		0.22		0.98			1.20			(0.66	)		—			(0.66	)

								Ratios to Average Net Assets
Large Cap Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2019	$	33.29		2.51	%	$	357,191		0.95	%		0.95	%		1.56	%
Year ended 6/30/2018		33.57		10.01			276,930		1.00			1.00			1.28
Year ended 6/30/2017		31.04		26.22			269,714		0.99			0.99			1.38
Year ended 6/30/2016		25.06		–6.42			305,282		1.01			1.01			1.55
Year ended 6/30/2015		27.21		5.17			479,488		0.99			0.99			1.30
Class A
Year ended 6/30/2019		33.14		2.24			116,354		1.20			1.20			1.26
Year ended 6/30/2018		33.36		9.72			131,276		1.25			1.25			1.03
Year ended 6/30/2017		30.85		25.88			135,349		1.24			1.24			1.13
Year ended 6/30/2016		24.91		–6.62			142,768		1.26			1.26			1.33
Year ended 6/30/2015		27.02		4.89			191,665		1.24			1.24			1.03
Class C
Year ended 6/30/2019		32.59		1.49			14,948		1.95			1.95			0.55
Year ended 6/30/2018		32.68		8.92			14,161		2.00			2.00			0.26
Year ended 6/30/2017		30.16		24.92			17,250		1.99			1.99			0.38
Year ended 6/30/2016		24.29		–7.34			21,038		2.01			2.01			0.53
Year ended 6/30/2015		26.30		4.10			40,862		1.99			1.99			0.34
Class R
Year ended 6/30/2019		33.50		1.97			5,210		1.45			1.45			0.99
Year ended 6/30/2018		33.56		9.47			6,888		1.50			1.50			0.66
Year ended 6/30/2017		30.96		25.58			13,519		1.49			1.49			0.88
Year ended 6/30/2016		25.02		–6.88			13,186		1.51			1.51			1.12
Year ended 6/30/2015		27.16		4.64			12,867		1.49			1.49			0.81

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		23	%		41	%		27	%		39	%		39	%

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

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

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

Financial Highlights

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

			Income (loss) from investment operations									Dividends and distributions
Mid-Cap Value Fund	Net asset value, beginning of year		Net investment income (loss)¹			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	39.68	$	0.24		$	(5.94	)	$	(5.70	)	$	(0.33	)	$	(0.55	)	$	(0.88	)
Year ended 6/30/2018		37.13		0.11			4.96			5.07			(0.15	)		(2.37	)		(2.52	)
Year ended 6/30/2017		30.55		0.10			7.05			7.15			(0.11	)		(0.46	)		(0.57	)
Year ended 6/30/2016		40.43		0.25			(5.54	)		(5.29	)		(0.16	)		(4.43	)		(4.59	)
Year ended 6/30/2015		45.15		0.15			(0.63	)		(0.48	)		(0.27	)		(3.97	)		(4.24	)
Class A
Year ended 6/30/2019		39.03		0.15			(5.82	)		(5.67	)		(0.28	)		(0.55	)		(0.83	)
Year ended 6/30/2018		36.57		0.01			4.88			4.89			(0.06	)		(2.37	)		(2.43	)
Year ended 6/30/2017		30.13		0.01			6.96			6.97			(0.07	)		(0.46	)		(0.53	)
Year ended 6/30/2016		39.91		0.16			(5.47	)		(5.31	)		(0.04	)		(4.43	)		(4.47	)
Year ended 6/30/2015		44.60		0.04			(0.61	)		(0.57	)		(0.15	)		(3.97	)		(4.12	)
Class C
Year ended 6/30/2019		33.93		(0.10	)		(5.05	)		(5.15	)		(0.11	)		(0.55	)		(0.66	)
Year ended 6/30/2018		32.26		(0.24	)		4.28			4.04			—			(2.37	)		(2.37	)
Year ended 6/30/2017		26.78		(0.23	)		6.17			5.94			—			(0.46	)		(0.46	)
Year ended 6/30/2016		36.24		(0.08	)		(4.95	)		(5.03	)		—			(4.43	)		(4.43	)
Year ended 6/30/2015		41.04		(0.25	)		(0.58	)		(0.83	)		—			(3.97	)		(3.97	)
Class R
Year ended 6/30/2019		39.02		0.06			(5.81	)		(5.75	)		(0.16	)		(0.55	)		(0.71	)
Year ended 6/30/2018		36.60		(0.08	)		4.88			4.80			(0.01	)		(2.37	)		(2.38	)
Year ended 6/30/2017		30.21		(0.08	)		6.96			6.88			(0.03	)		(0.46	)		(0.49	)
Year ended 6/30/2016		40.04		0.09			(5.49	)		(5.40	)		—			(4.43	)		(4.43	)
Year ended 6/30/2015		44.77		(0.07	)		(0.62	)		(0.69	)		(0.07	)		(3.97	)		(4.04	)

								Ratios to Average Net Assets
Mid-Cap Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income (loss)
Class I
Year ended 6/30/2019	$	33.10		–14.29	%	$	1,044,280		1.00	%		1.00	%		0.67	%
Year ended 6/30/2018		39.68		14.32			1,609,002		0.99			0.99			0.28
Year ended 6/30/2017		37.13		23.37			1,675,920		1.03			1.03			0.28
Year ended 6/30/2016		30.55		–13.23			1,659,480		1.02			1.02			0.75
Year ended 6/30/2015		40.43		–0.70			2,492,532		1.00			1.00			0.35
Class A
Year ended 6/30/2019		32.53		–14.48			159,676		1.25			1.25			0.43
Year ended 6/30/2018		39.03		14.05			230,105		1.24			1.24			0.03
Year ended 6/30/2017		36.57		23.05			274,787		1.28			1.28			0.02
Year ended 6/30/2016		30.13		–13.45			322,023		1.27			1.27			0.48
Year ended 6/30/2015		39.91		–0.93			626,544		1.25			1.25			0.10
Class C
Year ended 6/30/2019		28.12		–15.15			24,447		2.00			2.00			(0.33	)
Year ended 6/30/2018		33.93		13.20			39,383		1.99			1.99			(0.72	)
Year ended 6/30/2017		32.26		22.13			50,612		2.03			2.03			(0.74	)
Year ended 6/30/2016		26.78		–14.09			64,568		2.02			2.02			(0.27	)
Year ended 6/30/2015		36.24		–1.69			128,647		2.00			2.00			(0.65	)
Class R
Year ended 6/30/2019		32.56		–14.70			4,067		1.50			1.50			0.16
Year ended 6/30/2018		39.02		13.74			6,656		1.49			1.49			(0.22	)
Year ended 6/30/2017		36.60		22.74			11,020		1.53			1.53			(0.23	)
Year ended 6/30/2016		30.21		–13.64			11,471		1.52			1.52			0.26
Year ended 6/30/2015		40.04		–1.21			18,683		1.50			1.50			(0.16	)

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		34	%		32	%		37	%		42	%		54	%

			Income (loss) from investment operations									Dividends and distributions
Small Cap Value Fund	Net asset value, beginning of year		Net investment income (loss)¹			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	63.89	$	0.35		$	(6.34	)	$	(5.99	)	$	(0.33	)	$	(4.30	)	$	(4.63	)
Year ended 6/30/2018		59.31		0.29			7.35			7.64			(0.28	)		(2.78	)		(3.06	)
Year ended 6/30/2017		46.46		0.19			12.90			13.09			(0.24	)		—			(0.24	)
Year ended 6/30/2016		61.67		0.17			(9.57	)		(9.40	)		(0.16	)		(5.65	)		(5.81	)
Year ended 6/30/2015		66.62		0.27			2.30			2.57			(0.13	)		(7.39	)		(7.52	)
Class A
Year ended 6/30/2019		63.49		0.18			(6.26	)		(6.08	)		(0.13	)		(4.30	)		(4.43	)
Year ended 6/30/2018		58.93		0.12			7.32			7.44			(0.10	)		(2.78	)		(2.88	)
Year ended 6/30/2017		46.09		0.05			12.79			12.84			—			—			—
Year ended 6/30/2016		61.27		0.04			(9.51	)		(9.47	)		(0.06	)		(5.65	)		(5.71	)
Year ended 6/30/2015		66.26		0.12			2.28			2.40			—			(7.39	)		(7.39	)
Class C
Year ended 6/30/2019		52.65		(0.21	)		(5.20	)		(5.41	)		—			(4.30	)		(4.30	)
Year ended 6/30/2018		49.60		(0.28	)		6.11			5.83			—			(2.78	)		(2.78	)
Year ended 6/30/2017		39.09		(0.30	)		10.81			10.51			—			—			—
Year ended 6/30/2016		53.25		(0.30	)		(8.21	)		(8.51	)		—			(5.65	)		(5.65	)
Year ended 6/30/2015		58.99		(0.32	)		1.97			1.65			—			(7.39	)		(7.39	)

								Ratios to Average Net Assets
Small Cap Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income (loss)
Class I
Year ended 6/30/2019	$	53.27		–8.97	%	$	670,391		1.03	%		1.03	%		0.61	%
Year ended 6/30/2018		63.89		13.33			715,194		1.02			1.02			0.47
Year ended 6/30/2017		59.31		28.15			669,810		1.04			1.04			0.35
Year ended 6/30/2016		46.46		–15.63			699,420		1.04			1.04			0.33
Year ended 6/30/2015		61.67		4.64			951,911		1.06			1.06			0.43
Class A
Year ended 6/30/2019		52.98		–9.20			44,240		1.28			1.28			0.32
Year ended 6/30/2018		63.49		13.05			70,928		1.27			1.27			0.20
Year ended 6/30/2017		58.93		27.83			89,795		1.29			1.29			0.09
Year ended 6/30/2016		46.09		–15.83			113,335		1.29			1.29			0.07
Year ended 6/30/2015		61.27		4.37			194,587		1.31			1.31			0.19
Class C
Year ended 6/30/2019		42.94		–9.86			7,496		2.03			2.03			(0.44	)
Year ended 6/30/2018		52.65		12.21			13,824		2.02			2.02			(0.55	)
Year ended 6/30/2017		49.60		26.85			17,084		2.04			2.04			(0.66	)
Year ended 6/30/2016		39.09		–16.46			20,308		2.04			2.04			(0.68	)
Year ended 6/30/2015		53.25		3.60			35,172		2.06			2.06			(0.58	)

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		40	%		29	%		29	%		45	%		43	%

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

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

Financial Highlights

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

			Income (loss) from investment operations								Dividends and distributions
Small Cap Diversified Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	12.21	$	0.10	$	(1.30	)	$	(1.20	)	$	(0.08	)	$	(0.85	)	$	(0.93	)
Year ended 6/30/2018		12.06		0.10		1.85			1.95			(0.05	)		(1.75	)		(1.80	)
Year ended 6/30/2017		9.12		0.09		2.94			3.03			(0.09	)		—			(0.09	)
Year ended 6/30/2016		10.01		0.06		(0.66	)		(0.60	)		(0.04	)		(0.25	)		(0.29	)
Year ended 6/30/2015		10.00		0.05		0.22			0.27			(0.04	)		(0.22	)		(0.26	)
Class A
Year ended 6/30/2019		12.14		0.06		(1.26	)		(1.20	)		(0.06	)		(0.85	)		(0.91	)
Year ended 6/30/2018		12.01		0.07		1.84			1.91			(0.03	)		(1.75	)		(1.78	)
Year ended 6/30/2017		9.09		0.06		2.93			2.99			(0.07	)		—			(0.07	)
Year ended 6/30/2016		10.00		0.05		(0.68	)		(0.63	)		(0.03	)		(0.25	)		(0.28	)
Year ended 6/30/2015		10.00		0.03		0.22			0.25			(0.03	)		(0.22	)		(0.25	)

								Ratios to Average Net Assets
Small Cap Diversified Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2019	$	10.08		–9.23	%	$	95,405		0.90	%		1.06	%		0.91	%
Year ended 6/30/2018		12.21		17.48			40,128		0.90			1.45			0.80
Year ended 6/30/2017		12.06		33.26			19,265		0.90			1.70			0.86
Year ended 6/30/2016		9.12		–5.80			14,446		1.25			2.13			0.72
Year ended 6/30/2015		10.01		2.93			15,337		1.25			3.75			0.48
Class A
Year ended 6/30/2019		10.03		–9.35			2,875		1.15			1.36			0.55
Year ended 6/30/2018		12.14		17.18			2,835		1.15			1.70			0.58
Year ended 6/30/2017		12.01		32.86			721		1.15			1.89			0.55
Year ended 6/30/2016		9.09		–6.14			232		1.50			2.38			0.53
Year ended 6/30/2015		10.00		2.71			130		1.50			4.25			0.29

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		84	%		95	%		58	%		89	%		40	%

			Income (loss) from investment operations								Dividends and distributions
Global Value Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	13.30	$	0.23	$	(0.94	)	$	(0.71	)	$	(0.14	)	$	(0.90	)	$	(1.04	)
Year ended 6/30/2018		12.82		0.11		1.09			1.20			(0.13	)		(0.59	)		(0.72	)
Year ended 6/30/2017		10.10		0.12		2.70			2.82			(0.10	)		—			(0.10	)
Year ended 6/30/2016		11.93		0.13		(1.23	)		(1.10	)		(0.12	)		(0.61	)		(0.73	)
Year ended 6/30/2015		13.31		0.14		(0.46	)		(0.32	)		(0.30	)		(0.76	)		(1.06	)
Class A
Year ended 6/30/2019		13.28		0.09		(0.83	)		(0.74	)		(0.09	)		(0.90	)		(0.99	)
Year ended 6/30/2018		12.80		0.07		1.10			1.17			(0.10	)		(0.59	)		(0.69	)
Year ended 6/30/2017		10.09		0.14		2.65			2.79			(0.08	)		—			(0.08	)
Year ended 6/30/2016		11.91		0.10		(1.23	)		(1.13	)		(0.08	)		(0.61	)		(0.69	)
Year ended 6/30/2015		13.29		0.10		(0.45	)		(0.35	)		(0.27	)		(0.76	)		(1.03	)

								Ratios to Average Net Assets
Global Value Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2019	$	11.55		–4.57	%	$	39,749		0.96	%		1.62	%		2.02	%
Year ended 6/30/2018		13.30		9.59			8,987		1.10			2.87			0.83
Year ended 6/30/2017		12.82		27.93			7,694		1.10			3.37			1.00
Year ended 6/30/2016		10.10		–9.25			5,199		1.10			4.14			1.25
Year ended 6/30/2015		11.93		–1.98			6,144		1.10			4.34			1.11
Class A
Year ended 6/30/2019		11.55		–4.85			238		1.24			2.64			0.72
Year ended 6/30/2018		13.28		9.36			732		1.35			3.12			0.55
Year ended 6/30/2017		12.80		27.69			436		1.35			3.37			1.19
Year ended 6/30/2016		10.09		–9.47			100		1.35			4.39			0.96
Year ended 6/30/2015		11.91		–2.22			110		1.35			4.77			0.79

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		36	%		43	%		38	%		52	%		42	%

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

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

Financial Highlights

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

			Income (loss) from investment operations								Dividends and distributions
International Value Fund	Net asset value, beginning of period		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	11.57	$	0.19	$	(1.27	)	$	(1.08	)	$	(0.14	)	$	(0.58	)	$	(0.72	)
Year ended 6/30/2018		11.85		0.11		0.31			0.42			(0.13	)		(0.57	)		(0.70	)
Year ended 6/30/2017		9.76		0.12		2.38			2.50			(0.17	)		(0.24	)		(0.41	)
Period from 12/31/2015³ to 6/30/2016		10.00		0.16		(0.40	)		(0.24	)		—			—			—

								Ratios to Average Net Assets
International Value Fund	Net asset value, end of period		Total return²			Net assets, end of period (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2019	$	9.77		–9.04	%	$	2,334		0.99	%		5.94	%		1.85	%
Year ended 6/30/2018		11.57		3.50			2,543		1.15			6.01			0.90
Year ended 6/30/2017		11.85		26.14			2,422		1.15			7.36			1.12
Period from 12/31/2015³ to 6/30/2016		9.76		–2.40			1,806		1.15⁴			12.67⁴			3.17⁴

	Year Ended June 30,									Period December 31, 2015³
	2019			2018			2017			through June 30, 2016
Portfolio turnover rate		42	%		33	%		34	%		17	%

			Income (loss) from investment operations								Dividends and distributions
Value Opportunities Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	30.38	$	0.30	$	0.09		$	0.39		$	(0.31	)	$	(2.38	)	$	(2.69	)
Year ended 6/30/2018		27.99		0.40		2.93			3.33			(0.53	)		(0.41	)		(0.94	)
Year ended 6/30/2017		22.21		0.38		5.99			6.37			(0.59	)		—			(0.59	)
Year ended 6/30/2016		29.13		0.69		(3.68	)		(2.99	)		(0.49	)		(3.44	)		(3.93	)
Year ended 6/30/2015		29.88		0.41		1.35			1.76			(0.42	)		(2.09	)		(2.51	)
Class A
Year ended 6/30/2019		30.40		0.22		0.10			0.32			(0.22	)		(2.38	)		(2.60	)
Year ended 6/30/2018		28.00		0.31		2.95			3.26			(0.45	)		(0.41	)		(0.86	)
Year ended 6/30/2017		22.21		0.31		5.99			6.30			(0.51	)		—			(0.51	)
Year ended 6/30/2016		29.13		0.63		(3.69	)		(3.06	)		(0.42	)		(3.44	)		(3.86	)
Year ended 6/30/2015		29.88		0.34		1.36			1.70			(0.36	)		(2.09	)		(2.45	)
Class C
Year ended 6/30/2019		28.22		0.01		0.10			0.11			(0.01	)		(2.38	)		(2.39	)
Year ended 6/30/2018		26.04		0.08		2.74			2.82			(0.23	)		(0.41	)		(0.64	)
Year ended 6/30/2017		20.68		0.11		5.57			5.68			(0.32	)		—			(0.32	)
Year ended 6/30/2016		27.41		0.42		(3.47	)		(3.05	)		(0.24	)		(3.44	)		(3.68	)
Year ended 6/30/2015		28.31		0.12		1.27			1.39			(0.20	)		(2.09	)		(2.29	)

								Ratios to Average Net Assets
Value Opportunities Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2019	$	28.08		2.45	%	$	588,097		0.96	%		0.96	%		1.05	%
Year ended 6/30/2018		30.38		12.11			453,184		0.97			0.97			1.36
Year ended 6/30/2017		27.99		28.79			347,924		0.99			0.99			1.46
Year ended 6/30/2016		22.21		–10.48			259,421		1.00			1.00			2.80
Year ended 6/30/2015		29.13		6.75			363,363		0.96			0.96			1.42
Class A
Year ended 6/30/2019		28.12		2.18			131,050		1.21			1.21			0.77
Year ended 6/30/2018		30.40		11.84			136,325		1.22			1.22			1.07
Year ended 6/30/2017		28.00		28.47			136,525		1.24			1.24			1.21
Year ended 6/30/2016		22.21		–10.71			132,870		1.25			1.25			2.55
Year ended 6/30/2015		29.13		6.47			201,477		1.21			1.21			1.19
Class C
Year ended 6/30/2019		25.94		1.44			47,021		1.96			1.96			0.02
Year ended 6/30/2018		28.22		10.99			49,624		1.97			1.97			0.30
Year ended 6/30/2017		26.04		27.53			57,953		1.99			1.99			0.46
Year ended 6/30/2016		20.68		–11.37			63,637		2.00			2.00			1.84
Year ended 6/30/2015		27.41		5.65			76,647		1.96			1.96			0.43

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		60	%		55	%		83	%		62	%		101	%

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

³ Commencement of operations.

⁴ Annualized.

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

Financial Highlights

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

			Income (loss) from investment operations								Dividends and distributions
Capital Income Fund	Net asset value, beginning of year		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	12.84	$	0.41	$	(0.81	)	$	(0.40	)	$	(0.41	)	$	—		$	(0.41	)
Year ended 6/30/2018		12.51		0.45		0.37			0.82			(0.49	)		—			(0.49	)
Year ended 6/30/2017		10.56		0.45		2.00			2.45			(0.50	)		—			(0.50	)
Year ended 6/30/2016		12.22		0.51		(1.13	)		(0.62	)		(0.54	)		(0.50	)		(1.04	)
Year ended 6/30/2015		12.85		0.47		(0.38	)		0.09			(0.52	)		(0.20	)		(0.72	)
Class A
Year ended 6/30/2019		13.36		0.40		(0.83	)		(0.43	)		(0.37	)		—			(0.37	)
Year ended 6/30/2018		13.01		0.43		0.38			0.81			(0.46	)		—			(0.46	)
Year ended 6/30/2017		10.97		0.44		2.07			2.51			(0.47	)		—			(0.47	)
Year ended 6/30/2016		12.65		0.50		(1.17	)		(0.67	)		(0.51	)		(0.50	)		(1.01	)
Year ended 6/30/2015		13.24		0.44		(0.35	)		0.09			(0.48	)		(0.20	)		(0.68	)

								Ratios to Average Net Assets
Capital Income Fund	Net asset value, end of year		Total return²			Net assets, end of year (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2019	$	12.03		–3.13	%	$	13,804		0.80	%		1.35	%		3.37	%
Year ended 6/30/2018		12.84		6.71			20,005		0.80			1.26			3.55
Year ended 6/30/2017		12.51		23.54			20,582		0.80			1.27			3.83
Year ended 6/30/2016		10.56		–4.77			20,873		0.80			1.18			4.63
Year ended 6/30/2015		12.22		0.69			33,958		0.80			1.05			3.75
Class A
Year ended 6/30/2019		12.56		–3.17			12,890		1.05			1.60			3.16
Year ended 6/30/2018		13.36		6.34			16,810		1.05			1.51			3.28
Year ended 6/30/2017		13.01		23.17			21,171		1.05			1.52			3.56
Year ended 6/30/2016		10.97		–4.99			17,309		1.05			1.43			4.36
Year ended 6/30/2015		12.65		0.73			42,398		1.05			1.30			3.39

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		43	%		46	%		71	%		93	%		62	%

			Income (loss) from investment operations								Dividends and distributions
High Yield Fund	Net asset value, beginning of period		Net investment income¹		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends (from net investment income)			Distributions (from capital gains)			Total distributions
Class I
Year ended 6/30/2019	$	11.90	$	0.69	$	(0.21	)³	$	0.48		$	(0.69	)	$	—		$	(0.69	)
Year ended 6/30/2018		12.26		0.72		(0.37	)³		0.35			(0.71	)		—			(0.71	)
Year ended 6/30/2017		11.47		0.75		0.79³			1.54			(0.75	)		—			(0.75	)
Year ended 6/30/2016		12.51		0.76		(0.94	)³		(0.18	)		(0.77	)		(0.09	)		(0.86	)
Year ended 6/30/2015		13.37		0.70		(0.75	)³		(0.05	)		(0.71	)		(0.10	)		(0.81	)
Class A
Year ended 6/30/2019		11.83		0.65		(0.20	)³		0.45			(0.66	)		—			(0.66	)
Year ended 6/30/2018		12.18		0.69		(0.37	)⁴		0.32			(0.67	)		—			(0.67	)
Year ended 6/30/2017		11.40		0.72		0.78³			1.50			(0.72	)		—			(0.72	)
Year ended 6/30/2016		12.43		0.73		(0.94	)³		(0.21	)		(0.73	)		(0.09	)		(0.82	)
Year ended 6/30/2015		13.29		0.67		(0.75	)⁴		(0.08	)		(0.68	)		(0.10	)		(0.78	)
Class C
Year ended 6/30/2019		11.89		0.57		(0.21	)		0.36			(0.57	)		—			(0.57	)
Year ended 6/30/2018		12.26		0.60		(0.38	)³		0.22			(0.59	)		—			(0.59	)
Year ended 6/30/2017		11.47		0.63		0.79³			1.42			(0.63	)		—			(0.63	)
Year ended 6/30/2016		12.50		0.65		(0.94	)⁵		(0.29	)		(0.65	)		(0.09	)		(0.74	)
Year ended 6/30/2015		13.36		0.58		(0.76	)³		(0.18	)		(0.58	)		(0.10	)		(0.68	)
Class Z
Year ended 6/30/2019		11.90		0.70		(0.20	)		0.50			(0.70	)		—			(0.70	)
Period from 3/29/2018⁶ to 6/30/2018		12.00		0.18		(0.11	)		0.07			(0.17	)		—			(0.17	)

								Ratios to Average Net Assets
High Yield Fund	Net asset value, end of period		Total return²			Net assets, end of period (in thousands)		Expenses, net of reimbursement/ waiver			Expenses, before reimbursement/ waiver			Net investment income
Class I
Year ended 6/30/2019	$	11.69		4.19	%	$	1,825,782		0.70	%		0.75	%		5.87	%
Year ended 6/30/2018		11.90		2.87			1,918,320		0.70			0.74			5.93
Year ended 6/30/2017		12.26		13.75			2,091,104		0.70			0.74			6.22
Year ended 6/30/2016		11.47		–1.12			1,884,613		0.70			0.74			6.59
Year ended 6/30/2015		12.51		–0.26			2,060,504		0.70			0.73			5.56
Class A
Year ended 6/30/2019		11.62		3.92			303,367		0.95			1.00			5.62
Year ended 6/30/2018		11.83		2.68			466,960		0.95			0.99			5.69
Year ended 6/30/2017		12.18		13.42			566,806		0.95			0.99			5.99
Year ended 6/30/2016		11.40		–1.34			603,081		0.95			0.99			6.35
Year ended 6/30/2015		12.43		–0.54			682,129		0.95			0.98			5.31
Class C
Year ended 6/30/2019		11.68		3.15			3,599		1.70			1.75			4.88
Year ended 6/30/2018		11.89		1.76			3,380		1.70			1.74			4.93
Year ended 6/30/2017		12.26		12.62			3,010		1.70			1.74			5.22
Year ended 6/30/2016		11.47		–2.02			2,737		1.70			1.74			5.61
Year ended 6/30/2015		12.50		–1.25			3,581		1.70			1.73			4.53
Class Z
Year ended 6/30/2019		11.70		4.38			401,268		0.60			0.65			5.99
Period from 3/29/2018⁶ to 6/30/2018		11.90		0.59			328,769		0.60⁷			0.70⁷			6.54⁷

	Year Ended June 30,
	2019			2018			2017			2016			2015
Portfolio turnover rate		41	%		38	%		46	%		45	%		44	%

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

³ Redemption fees per share were less than $0.005.

⁴ Includes redemption fees per share of $0.01.

⁵ Includes redemption fees per share of $0.02.

⁶ Commencement of operations.

⁷ Annualized.

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

Notes to the Financial Statements

JUNE 30, 2019

NOTE 1.

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

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

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

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

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

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

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

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

The following table presents the valuation levels of each Fund's assets as of June 30, 2019:

	Diversified Value		Large Cap Value		Mid-Cap Value		Small Cap Value		Small Cap Diversified Value
Level 1 — Quoted prices in an active market:
Common Stocks	$	100,514,173	$	482,455,888	$	1,128,233,384	$	695,072,461	$	93,277,342
Money Market Funds		—		—		118,110		31,156,546		—
Time Deposits		521,733		11,214,232		36,300,436		29,123,135		4,422,050
Level 2 — Other significant observable market inputs:
Common Stocks:
Energy		—		—		40,909,272		2,940,830		—
Industrials		—		—		29,997,746		—		—
Level 3 — Significant unobservable inputs		—		—		—		—		—
Total Investments	$	101,035,906	$	493,670,120	$	1,235,558,948	$	758,292,972	$	97,699,392
	Global Value		International Value		Value Opportunities		Capital Income		High Yield
Level 1 — Quoted prices in an active market:
Common Stocks	$	26,090,496	$	575,062	$	617,760,576	$	14,336,373	$	1,612,791
Preferred Stocks		—		—		351,560		—		—
Purchased Put Options		—		—		9,884,975		—		—
Warrants		—		—		1,438,150		—		—
Money Market Funds		—		—		12,871,657		161,822		20,627,129
Time Deposits		1,102,806		—		16,423,751		77,921		17,265,279
Level 2 — Other significant observable market inputs:
Common Stocks:
Communication Services		—		78,004		—		—		—
Consumer Discretionary		827,024		73,332		—		—		—
Consumer Staples		1,169,663		169,404		—		—		—
Energy		426,569		174,694		17,385,405		401,608		—
Energy — Exploration & Production		—		—		—		—		7,646,659
Financials		6,236,615		603,651		3,496,499		165,571		—
Health Care		—		157,446		—		—		—
Industrials		3,129,677		328,081		26,932,086		286,029		—
Information Technology		680,665		165,554		—		—		—
Materials		—		21,843		—		—		—
Preferred Stocks:
Financials		—		—		2,883,298		—		—
Convertible Bonds		—		—		—		78,200		3,171,988
Corporate Bonds		—		—		45,861,657		9,185,828		2,217,802,523
Term Loans		—		—		—		1,021,576		155,332,218
Purchased Put Options		—		—		3,727,700		—		—
Warrants		—		—		0		—		0
Level 3 — Significant unobservable inputs:
Common Stocks:
Automakers		—		—		—		—		0
Consumer Discretionary		—		—		—		236,640		—
Energy		—		—		—		2,156		—
Energy — Exploration & Production		—		—		—		—		160,741
Industrials		—		—		—		111,561		—
Materials		—		—		7,053,582		371,905		—
Metals/Mining Excluding Steel		—		—		—		—		39,658,384
Oil Field Equipment & Services		—		—		—		—		3,587,078
Specialty Retail		—		—		—		—		19,821,422
Preferred Stocks:
Consumer Staples		—		—		—		45,589		—
Food — Wholesale		—		—		—		—		7,357,494
Corporate Bonds		—		—		—		86,500		10,707,900
Term Loans		—		—		3,802,486		31,585		2,590,943
Total Investments	$	39,663,515	$	2,347,071	$	769,873,382	$	26,600,864	$	2,507,342,549

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

The following table provides information about the Level 3 values, as well as their inputs, as of June 30, 2019:

Fair Value at
June 30,
2019

Valuation
Techniques

Unobservable
Inputs

Input
Values

Impact to
Valuation from an
Increase to Input

Value Opportunities

Common Stocks

7,053,582

Market comparable
companies

EBIT multiple

4
x - 10x

Increase

Term Loans

3,802,486

Market quote (stale)

N/A

$100.00

Increase

10,856,068

Capital Income

Common Stocks:

236,640

Calculation of enterprise
value using:
Discounted cash flows
Market comparable

Yield (Discount rate of cash flows)

9.75
% - 11.75%

Decrease

companies

EBITDA multiple

6x - 8x

Increase

Transaction analysis

Guideline transactions

$499 Million - $602 Million

Increase

Estimated recovery value

Probability of asset recovery

Increase

2,156

Last traded price (stale)

N/A

$1.38

Increase

483,466

Market comparable
companies

EBIT multiple

4x - 10x

Increase

Total Common Stocks

722,262

Preferred Stocks

45,589

Calculation of enterprise

value using:

Market comparable

companies

EBITDA multiple

12x - 13x

Increase

Transaction analysis

EBITDA multiple

6x - 9x

Increase

Corporate Bonds

86,500

Market quote (stale)

N/A

$50.00 - $90.00

Increase

Term Loans

31,585

Market quote (stale)

N/A

$100.00

Increase

885,936

High Yield

Common Stocks:

19,821,422

Calculation of enterprise
value using:
Discounted cash flows
Market comparable

Yield (Discount rate of cash flows)

9.75
% - 11.75%

Decrease

companies

EBITDA multiple

6x - 8x

Increase

Transaction analysis

Guideline transactions

$499 Million - $602 Million

Increase

Estimated recovery value

Probability of asset recovery

Increase

160,741

Last traded price (stale)

N/A

$1.38

Increase

43,245,462

Market comparable
companies

EBIT multiple

4x - 10x

Increase

Total Common Stocks

63,227,625

Preferred Stocks

7,357,494

Calculation of enterprise

value using:

Market comparable

companies

EBITDA multiple

12x - 13x

Increase

Transaction analysis

EBITDA multiple

6x - 9x

Increase

Corporate Bonds

10,707,900

Market quote (stale)

N/A

$50.00 - $90.00

Increase

Term Loans

2,590,943

Market quote (stale)

N/A

$100.00

Increase

83,883,962

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

	Value Opportunities
	Common Stocks			Corporate Bonds			Term Loans		Total
Balance at June 30, 2018	$	10,760,790		$	3,990,031		$	3,802,486	$	18,553,307
Purchases		—			—			—		—
Sales		(5,607,074	)		(4,090,070	)		—		(9,697,144	)
Accrued discounts (premiums)		—			1,178			—		1,178
Realized gains (losses)		4,794,075			2,827,010			—		7,621,085
Change in unrealized appreciation (depreciation)		(2,894,209	)		(2,728,149	)		—		(5,622,358	)
Transfers into Level 3		—			—			—		—
Balance at June 30, 2019	$	7,053,582		$	—		$	3,802,486	$	10,856,068
Change in unrealized appreciation (depreciation) for Level 3 assets held at June 30, 2019	$	(1,698,088	)	$	—		$	—	$	(1,698,088	)

	Capital Income
	Common Stocks			Preferred Stocks			Corporate Bonds			Term Loans		Total
Balance at June 30, 2018	$	761,930		$	69,846		$	87,286		$	31,585	$	950,647
Purchases		—			—			127,773			—		127,773
Sales		(402	)		—			(89,474	)		—		(89,876	)
Accrued discounts (premiums)		—			—			(1,102	)		—		(1,102	)
Realized gains (losses)		402			—			61,843			—		62,245
Change in unrealized appreciation (depreciation)		(39,668	)		(24,257	)		(99,826	)		—		(163,751	)
Transfers into Level 3		—			—			—			—		—
Balance at June 30, 2019	$	722,262		$	45,589		$	86,500		$	31,585	$	885,936
Change in unrealized appreciation (depreciation) for Level 3 assets held at June 30, 2019	$	(39,668	)	$	(24,257	)	$	(40,145	)	$	—	$	(104,070	)
	High Yield
	Common Stocks			Preferred Stocks			Corporate Bonds			Term Loans		Total
Balance at June 30, 2018	$	68,069,267		$	11,272,351		$	1,349,465		$	2,590,943	$	83,282,026
Purchases		—			—			15,447,087			—		15,447,087
Sales		(3,771,450	)		—			(1,383,300	)		—		(5,154,750	)
Accrued discounts (premiums)		—			—			399			—		399
Realized gains (losses)		3,229,451			—			954,058			—		4,183,509
Change in unrealized appreciation (depreciation)		(4,299,643	)		(3,914,857	)		(5,659,809	)		—		(13,874,309	)
Transfers into Level 3		—			—			—			—		—
Balance at June 30, 2019	$	63,227,625		$	7,357,494		$	10,707,900		$	2,590,943	$	83,883,962
Change in unrealized appreciation (depreciation) for Level 3 assets held at June 30, 2019	$	(3,502,061	)	$	(3,914,857	)	$	(4,739,186	)	$	—	$	(12,156,104	)

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

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

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

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

Foreign Currency Transactions. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Funds isolate the portion of realized gains or losses and do not isolate the portion of unrealized appreciation or depreciation resulting from changes in foreign exchange rates on securities from the fluctuations arising from changes in market prices of securities held. Reported net realized foreign exchange gains or losses arise from sales of securities, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds' books and the U.S. dollar equivalent of the amounts actually received or paid.

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

Restricted and Illiquid Securities. The Funds may invest in securities that are subject to legal or contractual restrictions on resale or are illiquid. Restricted securities generally may be resold in transactions exempt from registration. An illiquid security is an investment that a Fund reasonably expects cannot 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. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at the current valuation may be difficult.

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

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

Futures Contracts. The Value Opportunities Fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objective. The Fund may use futures contracts to gain exposure to, or hedge against, changes in the value of foreign currencies. A futures contract provides for the future sale by one party and purchase by another party of an asset at a specified price on a specified date. Upon entering into such contracts, the Fund is required to deposit with the broker, either in cash or securities, an initial margin deposit in an amount equal to a certain

percentage of the contract amount. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. Upon entering into such contracts, the Fund bears the risk of exchange rates moving unexpectedly, in which case the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. When a contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund's basis in the contract. With futures, there is minimal counterparty risk to the Fund since futures are exchange traded and the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. The use of futures contracts involves the risk of imperfect correlation in movements in the price of the futures contracts, exchange rates and the underlying hedged assets.

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

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

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

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

The following is a summary of the Funds' derivative instrument holdings categorized by primary risk exposure as of June 30, 2019:

Asset Derivatives

	Location on Statements of Assets & Liabilities	Value Opportunities
Equity Contracts:
Purchased Put Options	Long-term investments	$	13,612,675

The following is a summary of the Funds' realized gains (losses) and change in unrealized appreciation (depreciation) on derivative instruments recognized in the Statements of Operations categorized by primary risk exposure for the year ended June 30, 2019:

Realized Gains (Losses) on Derivatives

	Value Opportunities			Capital Income		High Yield
Credit Contracts:
Credit Default Swap Contracts	$	—		$	4,502	$	1,001,135
Equity Contracts:
Purchased Put Options		(907,473	)*		—		—
Foreign Exchange Contracts:
Futures Contracts		844,905			—		—

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

Change in Unrealized Appreciation (Depreciation) on Derivatives

	Value Opportunities
Equity Contracts:
Purchased Put Options	$	1,810,640	*
Foreign Exchange Contracts:
Futures Contracts		(159,031	)

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

The following is a summary of the Funds' average quarterly balance of outstanding derivative instruments categorized by primary risk exposure for the year ended June 30, 2019:

Average Quarterly Balance of Outstanding Derivatives

	Value Opportunities			Capital Income		High Yield
Credit Contracts:
Average Number of Contracts — Credit Default Swap Contracts		—			—		—
Average Notional Amount — Credit Default Swap Contracts	$	—		$	—	$	—
Equity Contracts:
Average Number of Contracts — Purchased Put Options		4,307			—		—
Average Notional Amount — Purchased Put Options	$	31,683,582		$	—	$	—
Foreign Exchange Contracts:
Average Number of Contracts — Futures Contracts		(91	)		—		—
Average Notional Amount — Futures Contracts	$	(9,407,070	)	$	—	$	—

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

The following is a summary of the arrangements subject to offsetting as of June 30, 2019:

			Gross Amounts Not Offset in the Statements of Assets & Liabilities
	Gross Amounts Presented in the Statements of Assets & Liabilities		Financial Instruments		Collateral Received*			Net Amount
Securities Lending:
Mid-Cap Value	$	115,189	$	—	$	(115,189	)	$	—
Small Cap Value		30,514,580		—		(30,514,580	)		—
Value Opportunities		12,603,293		—		(12,603,293	)		—

* Actual collateral received is greater than the amount shown due to overcollateralization.

NOTE 2.

Fees and Transactions with Affiliates. The Trust has entered into Investment Advisory Agreements for each of the Funds with the Advisor, with which the officers and a Trustee of the Trust are affiliated. The Advisor is a limited liability company, the primary members of which are HWCap Holdings, a limited liability company with members who are current and former employees of the Advisor, and Stephens - H&W, LLC, a limited liability company whose primary member is SF Holding Corp., which is a diversified holding company. The Advisor is responsible for the management of the Funds' investments and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund. The Advisor receives a

fee, computed daily and payable monthly, at the annual rates presented below as applied to each Fund's daily net assets. The Advisor has contractually agreed to waive fees or reimburse regular operating expenses in excess of the annual rates presented below as applied to such Fund's daily net assets through August 29, 2020.

	Diversified Value			Large Cap Value			Mid-Cap Value			Small Cap Value			Small Cap Diversified Value			Global Value			International Value			Value Opportunities			Capital Income			High Yield
Annual Advisory Fee Rate		0.70	%¹		0.70	%²		0.75	%³		0.75	%		0.65	%		0.75	%		0.80	%		0.75	%		0.65	%		0.55	%
Annual cap on expenses — Class I		0.80	%		0.95	%		1.15	%		1.25	%		0.90	%		0.95	%		0.95	%		1.25	%		0.80	%		0.70	%
Annual cap on expenses — Class A		1.05	%		1.20	%		1.40	%		1.50	%		1.15	%		1.20	%		1.20	%		1.50	%		1.05	%		0.95	%
Annual cap on expenses — Class C		1.80	%		1.95	%		2.15	%		2.25	%		1.90	%		1.95	%		1.95	%		2.25	%		1.80	%		1.70	%
Annual cap on expenses — Class R		N/A			1.45	%		1.65	%		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Annual cap on expenses — Class T		1.05	%		1.20	%		1.40	%		1.50	%		1.15	%		1.20	%		1.20	%		1.50	%		1.05	%		0.95	%
Annual cap on expenses — Class Z		0.80	%		0.95	%		1.15	%		1.25	%		0.90	%		0.95	%		0.95	%		1.25	%		0.80	%		0.60	%

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

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

³ The Annual Advisory Fee Rate is 0.75% for the first $5 billion in assets, 0.65% for the next $5 billion in assets and 0.60% for assets over $10 billion.

The following rates were effective prior to August 29, 2018:

	Diversified Value			Large Cap Value			Global Value			International Value
Annual Advisory Fee Rate		0.75	%¹		0.75	%¹		0.80	%		0.85	%
Annual cap on expenses — Class I		0.95	%		1.05	%		1.10	%		1.15	%
Annual cap on expenses — Class A		1.20	%		1.30	%		1.35	%		1.40	%
Annual cap on expenses — Class C		1.95	%		2.05	%		2.10	%		2.15	%
Annual cap on expenses — Class R		N/A			1.55	%		N/A			N/A
Annual cap on expenses — Class T		1.20	%		1.30	%		1.35	%		1.40	%

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

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

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

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

Certain selected dealers and other financial intermediaries charge a fee for shareholder accounting services and administrative services that they provide to the Funds on behalf of certain shareholders; the portion of this fee paid by the Funds is included within "Transfer agent fees and expenses" in the Statements of Operations. Class Z shares are not subject to these fees.

The Funds are permitted to purchase securities from or sell securities to another Fund or affiliated person under procedures adopted by the Board. During the year ended June 30, 2019, the Funds' purchases and sales were as follows:

	Diversified Value		Large Cap Value		Mid-Cap Value		Small Cap Value		Small Cap Diversified Value		Global Value		International Value		Value Opportunities		Capital Income			High Yield
Purchases	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	2,486,238
Sales		—		—		—		—		—		—		—		—		2,111,499	*		696,960	*

* Resulted in a realized loss of $(103,539) for the Capital Income Fund and $(30,854) for the High Yield Fund.

NOTE 3.

Investments. Purchases and sales of investment securities, excluding short-term investments, for the year ended June 30, 2019 were as follows:

	Diversified Value		Large Cap Value		Mid-Cap Value		Small Cap Value		Small Cap Diversified Value		Global Value		International Value		Value Opportunities		Capital Income		High Yield
Purchases	$	25,861,027	$	153,834,574	$	524,178,257	$	289,912,066	$	104,317,827	$	35,744,299	$	1,054,666	$	509,401,327	$	13,467,400	$	1,028,198,345
Sales		32,589,129		102,405,151		919,228,962		294,798,948		48,106,479		6,995,025		989,594		408,558,807		21,110,057		1,099,509,276

The Funds did not have any purchases or sales of U.S. Government securities for the year ended June 30, 2019.

NOTE 4.

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

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

The following information is presented on an income tax basis as of June 30, 2019:

	Diversified Value			Large Cap Value			Mid-Cap Value			Small Cap Value			Small Cap Diversified Value			Global Value			International Value			Value Opportunities			Capital Income			High Yield
Tax cost of investments	$	112,408,698		$	502,093,564		$	1,339,609,110		$	719,067,701		$	95,008,738		$	38,557,133		$	2,522,049		$	710,541,784		$	27,763,862		$	2,568,144,572
Gross unrealized appreciation		11,750,360			57,544,904			159,900,099			91,090,843			5,910,733			2,590,828			172,441			95,619,743			2,477,104			83,797,463
Gross unrealized depreciation		(23,644,885	)		(77,182,580	)		(300,368,811	)		(112,145,760	)		(7,642,129	)		(2,587,009	)		(347,452	)		(65,578,316	)		(3,879,833	)		(182,491,894	)
Net unrealized appreciation (depreciation)		(11,894,525	)		(19,637,676	)		(140,468,712	)		(21,054,917	)		(1,731,396	)		3,819			(175,011	)		30,041,427			(1,402,729	)		(98,694,431	)
Distributable ordinary income (as of 6/30/19)*		1,715,852			4,191,521			9,706,100			8,384,797			327,456			864,609			52,271			10,774,747			168,631			1,353,992
Distributable long-term gains (as of 6/30/19)		—			—			—			12,825,522			—			160,866			31,599			3,631,159			—			—
Total distributable earnings		1,715,852			4,191,521			9,706,100			21,210,319			327,456			1,025,475			83,870			14,405,906			168,631			1,353,992
Other accumulated losses		(29,445,355	)		(3,343,716	)		(36,556,336	)		—			(1,747,483	)		—			—			—			(300,527	)		(124,908,566	)
Total accumulated gains (losses)	$	(39,624,028	)	$	(18,789,871	)	$	(167,318,948	)	$	155,402		$	(3,151,423	)	$	1,029,294		$	(91,141	)	$	44,447,333		$	(1,534,625	)	$	(222,249,005	)

* Includes distributable short-term gains of $4,756,826 for the Small Cap Value Fund, $436,859 for the Global Value Fund, $7,687 for the International Value Fund and $5,926,452 for the Value Opportunities Fund.

As of the close of business on December 31, 2012, in exchange for shares the Advisor transferred assets valued at $1,132,946 to the Global Value Fund. As a result of the tax-deferred transfers, the Global Value Fund acquired $50,230 of unrealized appreciation for tax purposes. As of June 30, 2019, the Global Value Fund held securities with $4,278 of net unrealized appreciation relating to the transfers.

As of the close of business on June 30, 2014, in exchange for shares Stephens Investment Holdings LLC transferred assets valued at $5,038,896 to the Small Cap Diversified Value Fund. As a result of the tax-deferred transfers, the Small Cap Diversified Value Fund acquired $592,438 of unrealized appreciation for tax purposes. As of June 30, 2019, the Small Cap Diversified Value Fund held securities with $36,516 of net unrealized appreciation relating to the transfers.

On the Statements of Assets & Liabilities, the following adjustments were made for permanent tax differences. These differences are due primarily to differing treatment for items such as partnership adjustments.

	Paid-In Capital			Total Distributable Earnings (Losses)
Diversified Value	$	—		$	—
Large Cap Value		—			—
Mid-Cap Value		—			—
Small Cap Value		2			(2	)
Small Cap Diversified Value		(1,525	)		1,525
Global Value		—			—
International Value		—			—
Value Opportunities		—			—
Capital Income		—			—
High Yield		—			—

The tax components of distributions paid during the fiscal years ended June 30, 2019 and 2018, capital loss carryovers as of June 30, 2019, and any tax basis late year losses as of June 30, 2019, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	June 30, 2019										June 30, 2018
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net Capital Loss Carryovers		Capital Loss Carryovers Utilized		Late Year Losses		Ordinary Income Distributions		Long-Term Capital Gains Distributions
Diversified Value	$	1,280,234	$	—	$	29,445,355¹	$	—	$	—	$	1,972,008	$	—
Large Cap Value		8,139,522		3,973,656		—		—		3,343,716⁴		5,847,545		—
Mid-Cap Value		22,954,934		17,470,309		—		—		36,556,336⁵		7,015,174		115,849,489
Small Cap Value		14,330,987		44,274,755		—		—		—		7,785,649		30,558,275
Small Cap Diversified Value		1,723,003		1,457,773		—		—		1,743,192⁶		1,255,591		2,330,107
Global Value		180,054		545,615		—		—		—		141,786		315,963
International Value		38,921		119,730		—		—		—		31,134		113,434
Value Opportunities		24,999,077		34,454,111		—		—		—		10,183,262		7,767,590
Capital Income		991,795		—		287,132²		—		—		1,450,914		—
High Yield		153,991,603		—		122,941,395³		—		—		157,623,296		—

¹ Long-term with no expiration.

² Short-term with no expiration.

³ $914,699 is short-term with no expiration and $122,026,696 is long-term with no expiration.

⁴ $19,266 is short-term post-October loss and $3,324,450 is long-term post-October loss.

⁵ Short-term post-October loss.

⁶ $1,696,315 is short-term post-October loss and $37,877 is long-term post-October loss.

As of and during the year ended June 30, 2019, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the year ended June 30, 2019, the Funds did not incur any interest or penalties. The tax years ended June 30, 2016 through June 30, 2019 remain open and subject to examination by tax jurisdictions.

NOTE 5.

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

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2019
Diversified Value Fund
Class I		230,995	$	4,308,636		47,595	$	793,407		(410,190	)	$	(7,597,837	)		(131,600	)	$	(2,495,794	)
Class A		139,026		2,546,023		11,487		192,296		(362,761	)		(6,593,112	)		(212,248	)		(3,854,793	)
Class C		11,123		193,059		279		4,644		(36,751	)		(657,557	)		(25,349	)		(459,854	)
Total net increase (decrease)		381,144		7,047,718		59,361		990,347		(809,702	)		(14,848,506	)		(369,197	)		(6,810,441	)
Large Cap Value Fund
Class I		4,188,167		130,285,912		262,252		7,694,461		(1,969,489	)		(62,799,204	)		2,480,930			75,181,169
Class A		268,996		8,557,570		85,814		2,510,069		(779,122	)		(25,161,630	)		(424,312	)		(14,093,991	)
Class C		128,124		3,936,925		6,237		180,130		(109,077	)		(3,429,075	)		25,284			687,980
Class R		27,362		881,858		1,823		54,002		(78,923	)		(2,578,673	)		(49,738	)		(1,642,813	)
Total net increase (decrease)		4,612,649		143,662,265		356,126		10,438,662		(2,936,611	)		(93,968,582	)		2,032,164			60,132,345
Mid-Cap Value Fund
Class I		5,685,098		200,404,082		992,963		31,933,680		(15,684,749	)		(547,940,675	)		(9,006,688	)		(315,602,913	)
Class A		630,763		22,273,194		92,293		2,920,139		(1,709,764	)		(58,842,995	)		(986,708	)		(33,649,662	)
Class C		74,641		2,191,937		19,489		535,374		(385,659	)		(11,453,424	)		(291,529	)		(8,726,113	)
Class R		29,227		1,012,997		1,255		39,820		(76,148	)		(2,640,965	)		(45,666	)		(1,588,148	)
Total net increase (decrease)		6,419,729		225,882,210		1,106,000		35,429,013		(17,856,320	)		(620,878,059	)		(10,330,591	)		(359,566,836	)
Small Cap Value Fund
Class I		3,712,196		211,303,635		585,859		29,544,854		(2,907,640	)		(163,391,226	)		1,390,415			77,457,263
Class A		216,885		11,849,207		50,148		2,518,416		(549,145	)		(30,599,733	)		(282,112	)		(16,232,110	)
Class C		8,392		362,222		18,263		746,424		(114,623	)		(5,171,753	)		(87,968	)		(4,063,107	)
Total net increase (decrease)		3,937,473		223,515,064		654,270		32,809,694		(3,571,408	)		(199,162,712	)		1,020,335			57,162,046
Small Cap Diversified Value Fund
Class I		6,873,443		70,018,521		311,362		2,939,253		(1,009,533	)		(11,095,154	)		6,175,272			61,862,620
Class A		342,620		3,855,009		25,056		235,526		(314,426	)		(3,316,111	)		53,250			774,424
Total net increase (decrease)		7,216,063		73,873,530		336,418		3,174,779		(1,323,959	)		(14,411,265	)		6,228,522			62,637,044
Global Value Fund
Class I		2,725,481		30,504,644		67,154		703,103		(26,507	)		(289,500	)		2,766,128			30,918,247
Class A		8,904		104,856		2,046		21,466		(45,473	)		(569,432	)		(34,523	)		(443,110	)
Total net increase (decrease)		2,734,385		30,609,500		69,200		724,569		(71,980	)		(858,932	)		2,731,605			30,475,137
International Value Fund
Class I		2,001		21,502		17,096		158,651		—			—			19,097			180,153
Total net increase		2,001		21,502		17,096		158,651		—			—			19,097			180,153
Value Opportunities Fund
Class I		9,090,629		251,316,538		1,402,218		34,817,068		(4,463,690	)		(118,644,551	)		6,029,157			167,489,055
Class A		1,882,824		50,960,135		334,897		8,338,932		(2,041,709	)		(56,772,144	)		176,012			2,526,923
Class C		338,598		8,564,899		141,075		3,253,197		(424,959	)		(10,827,111	)		54,714			990,985
Total net increase (decrease)		11,312,051		310,841,572		1,878,190		46,409,197		(6,930,358	)		(186,243,806	)		6,259,883			171,006,963
Capital Income Fund
Class I		232,522		2,958,701		37,411		455,601		(680,969	)		(8,351,275	)		(411,036	)		(4,936,973	)
Class A		76,893		965,650		26,243		332,136		(335,100	)		(4,236,826	)		(231,964	)		(2,939,040	)
Total net increase (decrease)		309,415		3,924,351		63,654		787,737		(1,016,069	)		(12,588,101	)		(643,000	)		(7,876,013	)

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2019
High Yield Fund
Class I		59,726,649	$	696,746,581		8,497,900	$	99,162,717		(73,286,129	)	$	(851,438,038	)¹		(5,061,580	)	$	(55,528,740	)
Class A		2,183,160		25,565,215		2,014,600		23,371,432		(17,577,424	)		(203,487,210	)¹		(13,379,664	)		(154,550,563	)
Class C		60,123		695,682		10,901		127,097		(47,068	)		(552,304	)		23,956			270,475
Class Z		8,481,470		99,725,152		389,944		4,549,457		(2,180,399	)		(25,620,277	)		6,691,015			78,654,332
Total net increase (decrease)		70,451,402		822,732,630		10,913,345		127,210,703		(93,091,020	)		(1,081,097,829	)		(11,726,273	)		(131,154,496	)
Year Ended June 30, 2018
Diversified Value Fund
Class I		158,259		2,894,320		65,134		1,195,866		(657,010	)		(12,209,082	)		(433,617	)		(8,118,896	)
Class A		48,074		876,199		15,357		283,178		(313,602	)		(5,776,170	)		(250,171	)		(4,616,793	)
Class C		21,522		394,838		923		16,885		(46,209	)		(859,345	)		(23,764	)		(447,622	)
Total net increase (decrease)		227,855		4,165,357		81,414		1,495,929		(1,016,821	)		(18,844,597	)		(707,552	)		(13,183,311	)
Large Cap Value Fund
Class I		2,979,791		100,588,501		99,918		3,269,329		(3,519,093	)		(114,686,179	)		(439,384	)		(10,828,349	)
Class A		452,316		14,768,834		47,404		1,543,005		(952,247	)		(31,125,175	)		(452,527	)		(14,813,336	)
Class C		44,840		1,422,878		1,739		55,671		(185,128	)		(5,888,577	)		(138,549	)		(4,410,028	)
Class R		40,901		1,335,321		1,733		56,845		(274,012	)		(8,842,319	)		(231,378	)		(7,450,153	)
Total net increase (decrease)		3,517,848		118,115,534		150,794		4,924,850		(4,930,480	)		(160,542,250	)		(1,261,838	)		(37,501,866	)
Mid-Cap Value Fund
Class I		5,359,663		204,455,967		2,597,067		93,987,859		(12,538,664	)		(475,379,489	)		(4,581,934	)		(176,935,663	)
Class A		826,747		30,841,562		285,594		10,181,425		(2,731,375	)		(102,165,358	)		(1,619,034	)		(61,142,371	)
Class C		58,509		1,886,168		79,737		2,481,427		(546,107	)		(17,827,337	)		(407,861	)		(13,459,742	)
Class R		49,700		1,838,661		9,440		336,912		(189,676	)		(7,175,195	)		(130,536	)		(4,999,622	)
Total net increase (decrease)		6,294,619		239,022,358		2,971,838		106,987,623		(16,005,822	)		(602,547,379	)		(6,739,365	)		(256,537,398	)
Small Cap Value Fund
Class I		1,908,065		115,867,183		352,439		20,726,931		(2,359,930	)		(143,981,605	)		(99,426	)		(7,387,491	)
Class A		189,657		11,366,706		33,531		1,962,240		(629,826	)		(38,203,675	)		(406,638	)		(24,874,729	)
Class C		8,406		420,678		12,314		600,049		(102,576	)		(5,173,595	)		(81,856	)		(4,152,868	)
Total net increase (decrease)		2,106,128		127,654,567		398,284		23,289,220		(3,092,332	)		(187,358,875	)		(587,920	)		(36,415,088	)
Small Cap Diversified Value Fund
Class I		1,442,922		17,769,109		302,587		3,404,099		(55,350	)		(652,882	)		1,690,159			20,520,326
Class A		227,730		2,778,889		15,788		176,823		(70,064	)		(829,798	)		173,454			2,125,914
Total net increase (decrease)		1,670,652		20,547,998		318,375		3,580,922		(125,414	)		(1,482,680	)		1,863,613			22,646,240
Global Value Fund
Class I		49,087		660,967		33,882		432,679		(7,720	)		(103,218	)		75,249			990,428
Class A		43,606		579,945		1,965		25,070		(24,499	)		(326,866	)		21,072			278,149
Total net increase (decrease)		92,693		1,240,912		35,847		457,749		(32,219	)		(430,084	)		96,321			1,268,577
International Value Fund
Class I		3,000		36,374		12,356		144,568		—			—			15,356			180,942
Total net increase		3,000		36,374		12,356		144,568		—			—			15,356			180,942

	Sales				Reinvestment of dividends and distributions				Redemptions						Net increase (decrease)
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Year Ended June 30, 2018
Value Opportunities Fund
Class I		4,807,140	$	140,856,785		330,329	$	9,424,295		(2,652,597	)	$	(79,269,451	)		2,484,872		$	71,011,629
Class A		997,225		29,301,165		103,459		2,957,879		(1,492,259	)		(43,639,405	)		(391,575	)		(11,380,361	)
Class C		126,468		3,448,265		35,417		943,875		(629,312	)		(17,060,721	)		(467,427	)		(12,668,581	)
Total net increase (decrease)		5,930,833		173,606,215		469,205		13,326,049		(4,774,168	)		(139,969,577	)		1,625,870			46,962,687
Capital Income Fund
Class I		534,542		6,800,460		47,650		603,069		(668,387	)		(8,492,631	)		(86,195	)		(1,089,102	)
Class A		255,525		3,353,937		39,003		513,024		(663,362	)		(8,681,792	)		(368,834	)		(4,814,831	)
Total net increase (decrease)		790,067		10,154,397		86,653		1,116,093		(1,331,749	)		(17,174,423	)		(455,029	)		(5,903,933	)
High Yield Fund
Class I		54,281,965		662,131,795		7,909,848		96,192,964		(71,502,544	)		(863,414,446	)²		(9,310,731	)		(105,089,687	)
Class A		4,403,302		53,523,767		2,291,302		27,709,530		(13,728,851	)		(166,831,745	)²		(7,034,247	)		(85,598,448	)
Class C		118,822		1,458,091		8,896		107,978		(89,106	)		(1,088,904	)²		38,612			477,165
Class Z		27,668,304		330,543,054		38,445		458,459		(86,935	)		(1,037,100	)		27,619,814			329,964,413
Total net increase (decrease)		86,472,393		1,047,656,707		10,248,491		124,468,931		(85,407,436	)		(1,032,372,195	)		11,313,448			139,753,443

¹ Net of redemption fees of $93,924 for Class I and $13,454 for Class A.

² Net of redemption fees of $119,313 for Class I, $241,463 for Class A and $49 for Class C.

NOTE 6.

Investments in Affiliated Issuers. An issuer in which a Fund's holdings represent 5% or more of the outstanding voting securities of the issuer is an "affiliated" issuer as defined in the 1940 Act. A schedule of each Fund's investments in securities of affiliated issuers held during the year ended June 30, 2019, is set forth below:

Mid-Cap Value Fund

Issuer Name	Value at July 1, 2018		Purchases		Sales			Net Realized Gains (Losses)			Net Change in Unrealized Appreciation (Depreciation)		Value at June 30, 2019		Dividends		Shares Held at June 30, 2019
Ophir Energy PLC+	$	37,708,315	$	—	$	(41,138,134	)	$	(86,084,130	)	$	89,513,949	$	—	$	—		—
	$	37,708,315	$	—	$	(41,138,134	)	$	(86,084,130	)	$	89,513,949	$	—	$	—

+ Issuer was not an affiliate as of June 30, 2019.

Small Cap Value Fund

Issuer Name	Value at July 1, 2018		Purchases		Sales		Net Realized Gains (Losses)		Net Change in Unrealized Appreciation (Depreciation)			Value at June 30, 2019		Dividends		Shares Held at June 30, 2019
Hudson Global, Inc.	$	3,543,912	$	—	$	—	$	—	$	(820,350	)	$	2,723,562	$	—		218,760
MDC Partners, Inc.		11,531,740		3,041,921		—		—		(5,278,893	)		9,294,768		—		3,688,400
Noranda Aluminum Holding Corp.		24,569		—		—		—		(15,366	)		9,203		—		800,300
	$	15,100,221	$	3,041,921	$	—	$	—	$	(6,114,609	)	$	12,027,533	$	—

Value Opportunities Fund

Issuer Name	Value at July 1, 2018		Purchases		Sales			Net Realized Gains (Losses)		Net Change in Unrealized Appreciation (Depreciation)			Value at June 30, 2019		Dividends		Shares Held at June 30, 2019
GHW Holdco LLC+	$	2,009,120	$	—	$	(5,607,000	)	$	4,794,001	$	(1,196,121	)	$	—	$	456,295		—
Iracore Investments Holdings, Inc.		6,892,269		—		—			—		(1,627,909	)		5,264,360		—		32,422
Motors Liquidation Company GUC Trust		16,078,834		—		—			—		1,126,026			17,204,860		—		1,623,100
	$	24,980,223	$	—	$	(5,607,000	)	$	4,794,001	$	(1,698,004	)	$	22,469,220	$	456,295

+ Issuer was not an affiliate as of June 30, 2019.

High Yield Fund

Issuer Name	Value at July 1, 2018		Purchases		Sales			Net Realized Gains (Losses)			Net Change in Unrealized Appreciation (Depreciation)			Value at June 30, 2019		Dividends		Shares Held at June 30, 2019
American Zinc Recycling LLC	$	30,319,984	$	—	$	—		$	—		$	(1,144,367	)	$	29,175,617	$	—		76,444
Bellatrix Exploration Ltd.		—		5,998,501		(695,694	)		(804,799	)		(2,885,217	)		1,612,791		—		2,371,752
GHW Holdco LLC+		1,339,581		—		(3,738,000	)		3,196,001			(797,582	)		—		304,197		—
Iracore Investments Holdings, Inc.		4,696,318		—		—			—			(1,109,240	)		3,587,078		—		22,092
PetroQuest Energy, Inc.		—		14,965,517		—			—			(12,051,537	)		2,913,980		—		728,495
RA Parent, Inc.		11,731,221		—		—			—			(1,248,454	)		10,482,767		—		288
	$	48,087,104	$	20,964,018	$	(4,433,694	)	$	2,391,202		$	(19,236,397	)	$	47,772,233	$	304,197

+ Issuer was not an affiliate as of June 30, 2019.

NOTE 7.

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

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

NOTE 8.

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

Bridge loan commitments may obligate a Fund to furnish temporary financing to a borrower until permanent financing can be arranged. At June 30, 2019, the Funds did not have any outstanding bridge loan commitments.

Unfunded loan commitments are contractual obligations for funding to a borrower. At June 30, 2019, the Funds did not have any outstanding unfunded loan commitments.

NOTE 9.

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

Lower rated debt securities generally have higher rates of interest and involve greater risk of default or price changes due to changes in the issuer's creditworthiness than higher rated debt securities. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. There may be little trading in the secondary market for particular debt securities, which may make them more difficult to value or sell.

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

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

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

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

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

NOTE 10.

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

In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement. The primary focus of ASU No. 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. In general, the amendments in ASU No. 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt all or portions of ASU No. 2018-13. Management has implemented portions of the amendments and there was no material impact on the Funds' financial statements. Management is currently evaluating the impact of the additional disclosure requirements.

Regulatory Changes. In August 2018, the Securities and Exchange Commission ("Commission") issued Final Rule Release No. 33-10532, Disclosure Update and Simplification, which in part amends certain disclosure requirements of Regulation S-X that have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. GAAP, or changes in the information environment. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. The effective date for these disclosures was November 5, 2018. Management has implemented the amendments and there was no material impact on the Funds' financial statements.

NOTE 11.

Subsequent Events. Effective August 29, 2019, the Board approved an amendment to the Operating Expense Limitation Agreement, reducing the annual cap on expenses for the Small Cap Diversified Value Fund as noted below.

				Class I				Class A				Class C				Class Z
Annual cap on expenses					0.80	%			1.05	%			1.80	%			0.80	%

In addition, the Board approved closing the Class R shares of the Large Cap Value Fund and Mid-Cap Value Fund and converting Class R shares to Class A shares of each respective Fund effective on or about August 29, 2019.

Effective September 30, 2019, the Board approved 1) the removal of the 2% redemption fee on shares of the High Yield Fund and 2) the launch of Class Z shares for the Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund and Value Opportunities Fund.

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

NOTE 12.(UNAUDITED)

Federal Tax Disclosure. The Funds designated as long-term capital gain dividends, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Funds related to net capital gains to zero for the tax year ended June 30, 2019.

For the year ended June 30, 2019, the following percentages of ordinary distributions paid qualify for the dividend received deduction available to corporate shareholders: Diversified Value Fund — 100.00%, Large Cap Value Fund — 100.00%, Mid-Cap Value Fund — 58.49%, Small Cap Value Fund — 43.65%, Small Cap Diversified Value Fund — 27.01%, Global Value Fund — 25.77%, International Value Fund — 0.00%, Value Opportunities Fund — 30.53%, Capital Income Fund — 16.90%, High Yield Fund — 0.21%.

For the year ended June 30, 2019, the following percentages of ordinary distributions paid are designated as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003: Diversified Value Fund — 100.00%, Large Cap Value Fund — 100.00%, Mid-Cap Value Fund — 66.82%, Small Cap Value Fund — 54.56%, Small Cap Diversified Value Fund — 27.30%, Global Value Fund — 74.53%, International Value Fund — 100.00%, Value Opportunities Fund — 44.18%, Capital Income Fund — 35.12%, High Yield Fund — 0.21%. Shareholders should consult their tax advisors.

For the year ended June 30, 2019, the Global Value Fund and International Value Fund earned foreign source income of $455,929 and $71,885, respectively, and paid foreign taxes of $40,415 and $5,473, respectively, which each Fund intends to pass through to shareholders pursuant to Section 853 of the Internal Revenue Code.

Additional Information Applicable to Foreign Shareholders Only. For the year ended June 30, 2019, the Funds designate the following percentages of ordinary distributions paid as interest-related dividends under Internal Revenue Code Section 871(k)(1)(c): Diversified Value Fund — 0.23%, Large Cap Value Fund — 0.81%, Mid-Cap Value Fund — 0.63%, Small Cap Value Fund — 0.57%, Small Cap Diversified Value Fund — 0.56%, Global Value Fund — 0.51%, International Value Fund — 0.46%, Value Opportunities Fund — 6.68%, Capital Income Fund — 61.47%, High Yield Fund — 91.33%.

For the year ended June 30, 2019, the following percentages of ordinary income distributions paid are designated as short-term capital gain distributions under Internal Revenue Code Section 871(k)(2)(c): Diversified Value Fund — 0.00%, Large Cap Value Fund — 6.41%, Mid-Cap Value Fund — 34.86%, Small Cap Value Fund — 72.48%, Small Cap Diversified Value Fund — 79.73%, Global Value Fund — 47.83%, International Value Fund — 22.18%, Value Opportunities Fund — 75.67%, Capital Income Fund — 0.00%, High Yield Fund — 0.00%.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets & liabilities of Hotchkis & Wiley Funds (the "Funds") comprising the Diversified Value Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Diversified Value Fund, Global Value Fund, International Value Fund, Value Opportunities Fund, Capital Income Fund, and High Yield Fund, including the schedules of investments, as of June 30, 2019, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended for the Funds, except, International Value Fund, which is for each of the three years in the period then ended and for the period from December 31, 2015 (commencement of operations) to June 30, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of June 30, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended for the Funds, except, International Value Fund, which is for each of the three years in the period then ended and for the period from December 31, 2015 (commencement of operations) to June 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of June 30, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Los Angeles, California
August 20, 2019

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

Fund Expense Examples (Unaudited)

As a mutual fund shareholder, you incur two types of costs: (1) transaction costs such as initial sales charges (loads) on purchase payments and contingent deferred sales charges and redemption fees on redemptions and (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period (January 1, 2019 – June 30, 2019).

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

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

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

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

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

	Based on Actual Fund Returns								Based on Hypothetical 5% Yearly Returns
	Beginning Account Value 1/1/19		Ending Account Value 6/30/19		Expenses Paid During Period* 1/1/19 - 6/30/19		Beginning Account Value 1/1/19		Ending Account Value 6/30/19		Expenses Paid During Period* 1/1/19 - 6/30/19		Annualized Expense Ratio
Diversified Value Fund
Class I	$	1,000.00	$	1,194.70	$	4.35	$	1,000.00	$	1,020.83	$	4.01		0.80	%
Class A		1,000.00		1,192.60		5.71		1,000.00		1,019.59		5.26		1.05
Class C		1,000.00		1,188.70		9.77		1,000.00		1,015.87		9.00		1.80
Large Cap Value Fund
Class I		1,000.00		1,194.00		5.11		1,000.00		1,020.13		4.71		0.94
Class A		1,000.00		1,192.50		6.47		1,000.00		1,018.89		5.96		1.19
Class C		1,000.00		1,188.10		10.53		1,000.00		1,015.17		9.69		1.94
Class R		1,000.00		1,190.90		7.82		1,000.00		1,017.65		7.20		1.44
Mid-Cap Value Fund
Class I		1,000.00		1,121.30		5.26		1,000.00		1,019.84		5.01		1.00
Class A		1,000.00		1,120.20		6.57		1,000.00		1,018.60		6.26		1.25
Class C		1,000.00		1,115.90		10.49		1,000.00		1,014.88		9.99		2.00
Class R		1,000.00		1,118.50		7.88		1,000.00		1,017.36		7.50		1.50
Small Cap Value Fund
Class I		1,000.00		1,131.70		5.44		1,000.00		1,019.69		5.16		1.03
Class A		1,000.00		1,130.40		6.76		1,000.00		1,018.45		6.41		1.28
Class C		1,000.00		1,126.10		10.70		1,000.00		1,014.73		10.14		2.03
Small Cap Diversified Value Fund
Class I		1,000.00		1,128.80		4.75		1,000.00		1,020.33		4.51		0.90
Class A		1,000.00		1,128.20		6.07		1,000.00		1,019.09		5.76		1.15
Global Value Fund
Class I		1,000.00		1,153.80		5.07		1,000.00		1,020.08		4.76		0.95
Class A		1,000.00		1,152.70		6.41		1,000.00		1,018.84		6.01		1.20
International Value Fund
Class I		1,000.00		1,085.60		4.91		1,000.00		1,020.08		4.76		0.95

Fund Expense Examples (Unaudited)

	Based on Actual Fund Returns								Based on Hypothetical 5% Yearly Returns
	Beginning Account Value 1/1/19		Ending Account Value 6/30/19		Expenses Paid During Period* 1/1/19 - 6/30/19		Beginning Account Value 1/1/19		Ending Account Value 6/30/19		Expenses Paid During Period* 1/1/19 - 6/30/19		Annualized Expense Ratio
Value Opportunities Fund
Class I	$	1,000.00	$	1,188.30	$	5.21	$	1,000.00	$	1,020.03	$	4.81		0.96	%
Class A		1,000.00		1,186.50		6.56		1,000.00		1,018.79		6.06		1.21
Class C		1,000.00		1,182.30		10.61		1,000.00		1,015.08		9.79		1.96
Capital Income Fund
Class I		1,000.00		1,118.10		4.20		1,000.00		1,020.83		4.01		0.80
Class A		1,000.00		1,117.10		5.51		1,000.00		1,019.59		5.26		1.05
High Yield Fund
Class I		1,000.00		1,078.20		3.61		1,000.00		1,021.32		3.51		0.70
Class A		1,000.00		1,077.20		4.89		1,000.00		1,020.08		4.76		0.95
Class C		1,000.00		1,073.00		8.74		1,000.00		1,016.36		8.50		1.70
Class Z		1,000.00		1,079.70		3.09		1,000.00		1,021.82		3.01		0.60

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

Board Considerations In Approving Continuation of Investment Advisory Agreements

Background and Approval Process. Hotchkis and Wiley Capital Management, LLC (the "Advisor") serves as investment adviser to the Hotchkis and Wiley Diversified Value Fund, the Hotchkis and Wiley Large Cap Value Fund, the Hotchkis and Wiley Mid-Cap Value Fund, the Hotchkis and Wiley Small Cap Value Fund, the Hotchkis and Wiley Small Cap Diversified Value Fund, the Hotchkis and Wiley Global Value Fund, the Hotchkis and Wiley International Value Fund, the Hotchkis and Wiley Value Opportunities Fund, the Hotchkis and Wiley Capital Income Fund and the Hotchkis and Wiley High Yield Fund (each a "Fund" and collectively, the "Funds") pursuant to separate investment advisory agreements (the "Advisory Agreements") with the Hotchkis and Wiley Funds (the "Trust"). The Advisory Agreements were initially approved by the Board of Trustees at the inception of each Fund for two-year terms. The Advisory Agreements continue thereafter if approved annually by the Board of Trustees of the Trust, including a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) (the "Independent Trustees"), by a vote cast in person at a meeting called for the purpose of voting on the Advisory Agreements. The Advisory Agreements for each Fund were renewed by the Board at a meeting held in May 2019.

As part of the annual contract review process, the Independent Trustees, through their independent legal counsel, requested and received extensive materials, including information relating to: (i) the nature, extent and quality of services provided by the Advisor, along with compliance with legal requirements, (ii) short-term and longer-term total return of each Fund relative to their respective peer groups and market indices, (iii) the costs of the services provided and the Advisor's estimated profitability with respect to the management of each Fund, (iv) the extent to which the Advisor has in the past or is likely in the future to experience economies of scale in connection with the investment advisory services it provides to each Fund, (v) the expense ratios of each Fund as compared with the expense ratios of funds in its peer group, and (vi) benefits to the Advisor and its affiliates from its relationship with the Funds. The Independent Trustees also requested and received information specifically related to the Advisor's processes for measuring, managing and monitoring risk. The Independent Trustees noted that the information provided by the Advisor was thorough and responsive to their requests. The information provided in response to their request was in addition to information received by the Board throughout the year, both in writing and during meetings, regarding the Funds, including Fund performance, expense ratios, portfolio composition and regulatory compliance. The Independent Trustees also held a conference call with their independent legal counsel in April 2019 to review the materials provided by the Advisor and were advised regarding the duties of directors/trustees under the 1940 Act and relevant state law in reviewing and approving investment advisory contracts. The Independent Trustees, through their legal counsel, then provided follow-up questions to the Advisor to which they received responses in advance of the Funds' May Board meeting.

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

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

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

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

The Board also considered other non-advisory services provided to the Funds, such as the services of Advisor employees as Trust officers and other personnel provided that are necessary for Fund operations. The Board particularly noted that the services of the Trust's Chief Compliance Officer are provided to the Funds without an additional charge to the Funds. The Board noted that the Advisor organizes Board meetings and the preparation of Board meeting materials, and those Advisor employees serving as Trust officers oversee and manage the other Fund service providers.

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

Investment Performance of the Funds and the Advisor. The Board noted that they review data on the short-term and longer-term total return of the Funds in connection with each quarterly Board meeting. For the contract review meeting, the Board reviewed a report prepared by the Trust's administrator (the "Report") using information provided by Morningstar, Inc., an independent provider of mutual fund data, that compared the total return of Class I shares of each Fund to that of a group of funds that are similar primarily in terms of investment style (each, a "Peer Group"), for periods ended December 31, 2018. The Peer Groups were reviewed and selected by the Advisor in 2018 based on its criteria to determine an appropriate group of competitor funds. In addition, data regarding performance of the Peer Group funds is provided at each quarterly Board meeting. The Board also considered total return information for various periods through March 31, 2019 that was provided by the Advisor.

The Board considered the total return information for each Fund for applicable periods up to 10 years. The Board noted that all Funds with at least 10 years of performance, that is Diversified Value, Large Cap Value, Mid-Cap Value, Small Cap Value and Value Opportunities outperformed the median total return of their respective Peer Groups for the 10-year period ended December 31, 2018. The Board noted that all Funds with at least 5 years of performance (that is, all but the Small Cap Diversified Value Fund and International Value Fund) underperformed the median total return of their respective Peer Groups for the 5-year period ended December 31, 2018, except the Value Opportunities and High Yield Funds, which outperformed the median total return of their respective Peer Groups. The Board noted that for the 3-year period ended December 31, 2018, the Small Cap Diversified Value, Value Opportunities, Capital Income and High Yield Funds outperformed the median total return of their respective Peer Groups, and that the Diversified Value, Large Cap Value, Mid-Cap Value, Small Cap Value, Global Value and International Value Funds underperformed the median total return of their respective Peer Groups. The Board considered that for the 1-year period ended December 31, 2018, the Small Cap Value Fund outperformed the median total return of its Peer Group, and each other Fund underperformed the median total return of their respective Peer Groups. The Board also considered the Advisor's supplemental report for periods through March 31, 2019, but focused more on longer-term rather than short-term performance of the Funds versus their respective Peer Groups.

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

Fees, Expenses and Profitability. The Board reviewed expense data using information provided by Morningstar, Inc., contained in the Report, including information regarding any expense caps for the Funds. The Board reviewed data in the Report showing how the Funds' advisory fees and expense ratios (adjusted to deduct 12b-1 expenses for Peer Group funds) compared to those in their respective Peer Groups. The Board also reviewed information provided by the Advisor on advisory fees charged by the Advisor for sub-advisory services it provides to other mutual funds and advisory fees it charges to its separate account clients with investment objectives and policies similar to those of the Funds. The Board considered a list of the many additional functions performed for the Funds that the Advisor does not perform for its separate account and sub-advisory clients and noted it is generally acknowledged that managing mutual funds subjects an investment adviser to more legal and regulatory risk than is the case with separate accounts.

With respect to the advisory fee for each Fund, the Board noted that the Report showed that the Diversified Value, Large Cap Value, Mid-Cap Value, International Value, Value Opportunities and Capital Income Funds' advisory fees were higher than the median of their respective Peer Groups, that the Small Cap Value and Global Value Funds' advisory fees were lower than the median of their respective Peer Groups, and that the Small Cap Diversified Value and High Yield Funds' advisory fees were the same as the median of their respective Peer Groups. The Board further considered that in 2018, at the request of the Independent Trustees, the Advisor had reviewed and reduced the advisory fee rate for the Diversified Value, Large Cap Value, Global Value and International Value Funds, effective August 29, 2018. The Board noted that the Advisor uses a fundamental research-intensive process. With respect to the expense ratios for the Funds, the Board noted that the Report showed that each Funds' net expense ratios were higher than the median of their respective Peer Groups, except that the International Value Fund's net expense ratio was higher than the median of its Peer Group by one basis point, that the High Yield Fund's net expense ratio was equal to the median of its Peer Group and that the Global Value Fund's net expense ratio was lower than the median of its Peer Group. The Board considered the expense caps put in place by the Advisor (as further described below). The Board noted the quality of the Advisor's investment process and concluded that the advisory fee and expense ratios were fair and reasonable for each Fund.

The Board reviewed information concerning the estimated profitability to the Advisor of the Advisory Agreements, including information regarding the methodology for allocating expenses. The Board reviewed data regarding the Advisor's variable expenses and fixed expenses. The Board considered that in 2018, as in recent prior years, the Advisor had absorbed costs above expense caps for certain of the Funds for which it would not be reimbursed. The Board also noted that the annualized expense ratio was above the expense cap for the Diversified Value, Large Cap Value, Small Cap Diversified Value, Global Value, International Value, Capital Income and High Yield Funds in 2018. The Board noted that the Advisor has agreed to continue the expense caps and that, effective August 29, 2018, the Advisor lowered the expense limitation amounts for each class of the Diversified Value, Large Cap Value, Global Value and International Value Funds. The Board also recognized that individual fund or product line profitability of other advisers is generally not publicly available, and that profitability may be affected by numerous factors, so that the comparability of profitability among advisory firms is limited. The Board noted the importance of the Advisor's profitability — which is derived solely from investment management fees — in maintaining its entrepreneurial environment in a private, primarily employee-owned structure. They noted that the Advisor's compensation/profit structure facilitates retention of its management and investment professionals. They also noted that from time to time the Advisor had voluntarily limited growth of assets by closing certain Funds to new investors, and that currently the Small Cap Value Fund has limited availability for purchase. The Board noted that closing Funds is financially disadvantageous to the Advisor and illustrated a commitment to act in the best interests of Fund shareholders. The Board concluded that the level of estimated profitability to the Advisor under the Advisory Agreements appeared to be not unreasonable.

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

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

* * * *

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

Management (Unaudited)

INDEPENDENT TRUSTEES

Name and Year of Birth

Position
Held with
the Trust

Term of
Office* and
Length of
Time Served

Principal Occupation(s) During
Past Five Years

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

Other
Directorships
Held by Trustee
During Past
Five Years

Randall H. Breitenbach
(born 1960)

Trustee
Chairman

Since 2001
Since 2018

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

Ten

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

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

Trustee^(a)

Since 2007

California State University — Long Beach: Professor of Economics (1994 — 2015); Member of Queens Care's Investment Committee (2017 — present).

Ten

None

Marcy Elkind, Ph.D.
(born 1947)

Trustee
Vice Chair

Since 2005
Since 2018

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

Ten

None

Robert Fitzgerald
(born 1952)

Trustee^(b)

Since 2005

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

Ten

Independent Trustee, Brandes Investment Trust (8 portfolios)

H. Thomas Hicks
(born 1950)

Trustee^(c)

Since 2017

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

Ten

Aptim Corp.

Donald Morrison, Ph.D.
(born 1939)

Trustee

Since 2007

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

Ten

None

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

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

^(b) Chair of the Audit Committee.

^(c) Vice Chair of the Audit Committee.

INTERESTED TRUSTEE

Name and Year of Birth

Position
Held with
the Trust

Term of
Office** and
Length of
Time Served

Principal Occupation(s) During
Past Five Years

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

Other
Directorships
Held by Trustee
During Past
Five Years

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

Trustee

Since 2007

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

Ten

None

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

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

OFFICERS

Name and Year of Birth

Position
Held with
the Trust

Term of
Office* and
Length of
Time Served

Principal Occupation(s) During Past Five Years

Anna Marie Lopez
(born 1967)

President

Since 2007

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

Mark McMahon
(born 1968)

Vice President and Secretary

Since 2006

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

James Menvielle
(born 1972)

Vice President and Treasurer

Since 2007

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

Tina Kodama
(born 1968)

Vice President and Chief Compliance Officer

Since 2007

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

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

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

Information about the Funds

ADVISOR

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

LEGAL COUNSEL

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

DISTRIBUTOR

Quasar Distributors, LLC
777 East Wisconsin Avenue, 6th Floor
Milwaukee, Wisconsin 53202

ADMINISTRATOR AND TRANSFER AGENT

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

CUSTODIAN

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

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

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

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

Hotchkis & Wiley Funds files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Funds' Forms N-PORT are available free of charge on the SEC's website at http://www.sec.gov.

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

CODE #HWF-AR-0619-0819

JUNE 30, 2019

ANNUAL REPORT

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

	FYE 6/30/2019		FYE 6/30/2018
Audit Fees	$	220,756	$	245,756
Audit-Related Fees	$	0	$	0
Tax Fees	$	0	$	75,750
All Other Fees	$	0	$	0

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

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

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

	FYE 6/30/2019		FYE 6/30/2018
Audit-Related Fees	0	%	0	%
Tax Fees	0	%	0	%
All Other Fees	0	%	0	%

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

During the last two fiscal years, D&T has served as the auditor to the Advisor and/or affiliates of the Advisor, and has rendered non-audit services to the Advisor and/or affiliates of the Advisor. The non-audit services that D&T provided to the Advisor and/or affiliates of the Advisor in 2019 and 2018 consisted of preparing state and federal tax returns. D&T charged $116,700 and $124,900 for such non-audit services to the Advisor and/or affiliates of the Advisor for 2019 and 2018, respectively. None of the non-audit services provided by D&T to the Advisor and/or affiliates of the Advisor directly related to the operations or financial reporting of the registrant. The Committee has considered whether the provision of audit and non-audit services that were rendered to the Advisor and any entity controlling, controlled by or under common control with the Advisor is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. Exhibits.

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

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

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

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

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

SIGNATURES

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

(Registrant)		Hotchkis & Wiley Funds

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

Date	August 29, 2019

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

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

Date	August 29, 2019

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

Date	August 29, 2019