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

FORM N-CSR

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

235 West Galena Street
Milwaukee, Wisconsin 53212
(Address of Principal Executive Offices, including Zip Code)
Diane J. Drake
Mutual Fund Administration, LLC
2220 E. Route 66, Suite 226
Glendora, California 91740
(Name and Address of Agent for Service)
COPIES TO:
Laurie Anne Dee
Morgan, Lewis & Bockius LLP
600 Anton Boulevard, Suite 1800
Costa Mesa, California 92626
Registrant's telephone number, including area code:
(626) 385-5777
Date of fiscal year end:
September 30
Date of reporting period:
March 31, 2025
Item 1. Report to Stockholders.
(a) The registrant’s semi-annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Act”), is as follows:
FPA New Income Fund
Institutional Class/FPNIX
TSR Fund Logo - Cover
SEMI-ANNUAL SHAREHOLDER REPORT | March 31, 2025
This semi-annual shareholder report contains important information about the FPA New Income Fund (“Fund”) for the period of October 1, 2024 to March 31, 2025. You can find additional information about the Fund at https://fpa.com/funds/overview/new-income. You can also request this information by contacting us at (800) 638-3060.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Costs of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
FPA New Income Fund
(Institutional Class/FPNIX)
$23 0.45%1
1
Annualized.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $8,888,294,054
Total number of portfolio holdings 336
Portfolio turnover rate as of the end of the reporting period 22%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer. Interest rates presented in the Top Ten Holdings are as of the reporting period end.  The Sector Allocation chart represents Bonds & Debentures of the Fund.
Top Ten Holdings
U.S. Treasury Note, 4.375%, 12/31/2029 7.6%
U.S. Treasury Note, 4.125%, 11/30/2029 2.1%
U.S. Treasury Note, 4.250%, 1/31/2030 1.4%
Fortress Credit Opportunities Ltd., Series 2017-9A, Class A1TR, 6.114%, 10/15/2033 1.3%
Fannie Mae Pool, 1.000%, 3/1/2037 1.3%
U.S. Treasury Note, 4.125%, 10/31/2029 1.3%
U.S. Treasury Note, 3.500%, 9/30/2029 1.3%
U.S. Treasury Note, 4.625%, 9/30/2030 1.2%
PHI Group, Inc. 1.0%
Verizon Master Trust, Series 2024-2, Class A, 4.830%, 12/22/2031 1.0%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/new-income. You can also request this information by contacting us at (800) 638-3060.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
FPA New Income Fund - Institutional Class
FPA New Income Fund
Investor Class/FPNRX
TSR Fund Logo - Cover
SEMI-ANNUAL SHAREHOLDER REPORT | March 31, 2025
This semi-annual shareholder report contains important information about the FPA New Income Fund (“Fund”) for the period of October 1, 2024 to March 31, 2025. You can find additional information about the Fund at https://fpa.com/funds/overview/new-income. You can also request this information by contacting us at (800) 638-3060.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Costs of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
FPA New Income Fund
(Investor Class/FPNRX)
$28 0.55%1
1
Annualized.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $8,888,294,054
Total number of portfolio holdings 336
Portfolio turnover rate as of the end of the reporting period 22%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer. Interest rates presented in the Top Ten Holdings are as of the reporting period end.  The Sector Allocation chart represents Bonds & Debentures of the Fund.
Top Ten Holdings
U.S. Treasury Note, 4.375%, 12/31/2029 7.6%
U.S. Treasury Note, 4.125%, 11/30/2029 2.1%
U.S. Treasury Note, 4.250%, 1/31/2030 1.4%
Fortress Credit Opportunities Ltd., Series 2017-9A, Class A1TR, 6.114%, 10/15/2033 1.3%
Fannie Mae Pool, 1.000%, 3/1/2037 1.3%
U.S. Treasury Note, 4.125%, 10/31/2029 1.3%
U.S. Treasury Note, 3.500%, 9/30/2029 1.3%
U.S. Treasury Note, 4.625%, 9/30/2030 1.2%
PHI Group, Inc. 1.0%
Verizon Master Trust, Series 2024-2, Class A, 4.830%, 12/22/2031 1.0%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/new-income. You can also request this information by contacting us at (800) 638-3060.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
FPA New Income Fund - Investor Class

 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

Not applicable.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a) Schedule of Investments is included as part of the report to shareholders filed under Item 7 of this Form.

 

(b) Not Applicable.

 

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

 

 

FPA New Income Fund

(Investor Class: FPNRX)

(Institutional Class: FPNIX)

 

SEMI-ANNUAL FINANCIALS AND OTHER INFORMATION

March 31, 2025

 

 

FPA New Income Fund

A series of Investment Managers Series Trust III

 

Table of Contents

  

Schedule of Investments 1
Statement of Assets and Liabilities 14
Statement of Operations 15
Statements of Changes in Net Assets 16
Financial Highlights 17
Notes to Financial Statements 19

 

This report and the financial statements contained herein are provided for the general information of the shareholders of the FPA New Income Fund (the “Fund”). This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective shareholder report and prospectus.

 

www.fpa.com

 

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        BONDS & DEBENTURES — 95.0%        
        ASSET-BACKED SECURITIES — 33.0%        
        AUTO — 7.6%        
        Ally Auto Receivables Trust        
$ 8,996,000     Series 2023-1, Class A4, 5.270%, 11/15/2028   $ 9,146,399  
        BMW Vehicle Owner Trust        
  6,776,000     Series 2023-A, Class A4, 5.250%, 11/26/2029     6,866,095  
        CarMax Auto Owner Trust        
  19,152,000     Series 2022-3, Class B, 4.690%, 2/15/2028     19,171,089  
  21,176,000     Series 2023-2, Class A4, 5.010%, 11/15/2028     21,389,619  
  10,892,000     Series 2023-1, Class A4, 4.650%, 1/16/2029     10,924,015  
  20,637,000     Series 2023-3, Class A4, 5.260%, 2/15/2029     20,943,365  
        Ford Credit Auto Owner Trust        
  14,487,000     Series 2023-A, Class A4, 4.560%, 12/15/2028     14,542,268  
  7,137,000     Series 2023-B, Class A4, 5.060%, 2/15/2029     7,229,765  
        GM Financial Consumer Automobile Receivables Trust        
  15,767,000     Series 2023-1, Class A4, 4.590%, 7/17/2028     15,825,939  
  13,758,000     Series 2023-3, Class A4, 5.340%, 12/18/2028     13,948,305  
        GM Financial Revolving Receivables Trust        
  38,305,000     Series 2021-1, Class A, 1.170%, 6/12/2034(a)     36,574,936  
  49,942,000     Series 2023-1, Class A, 5.120%, 4/11/2035(a)     50,960,692  
  12,704,000     Series 2023-2, Class A, 5.770%, 8/11/2036(a)     13,294,892  
  64,237,000     Series 2024-1, Class A, 4.980%, 12/11/2036(a)     65,277,639  
        Hyundai Auto Receivables Trust        
  10,743,000     Series 2023-B, Class A4, 5.310%, 8/15/2029     10,932,138  
        Mercedes-Benz Auto Receivables Trust        
  10,006,000     Series 2023-1, Class A4, 4.310%, 4/16/2029     9,981,965  
  8,831,000     Series 2024-1, Class A4, 4.790%, 7/15/2031     8,938,900  
        Nissan Auto Receivables Owner Trust        
  13,366,000     Series 2022-B, Class A4, 4.450%, 11/15/2029     13,372,210  
  15,538,000     Series 2023-A, Class A4, 4.850%, 6/17/2030     15,641,800  
        Porsche Financial Auto Securitization Trust        
  17,279,000     Series 2023-1A, Class A4, 4.720%, 6/23/2031(a)     17,359,791  
        SFS Auto Receivables Securitization Trust        
  8,951,000     Series 2023-1A, Class A4, 5.470%, 12/20/2029(a)     9,133,624  
        Toyota Auto Loan Extended Note Trust        
  54,519,000     Series 2022-1A, Class A, 3.820%, 4/25/2035(a)     53,897,701  
  43,813,000     Series 2023-1A, Class A, 4.930%, 6/25/2036(a)     44,491,839  
  56,286,000     Series 2024-1A, Class A, 5.160%, 11/25/2036(a)     57,932,647  
        Toyota Auto Receivables Owner Trust        
  10,600,000     Series 2022-C, Class A4, 3.770%, 2/15/2028     10,520,907  
  16,189,000     Series 2023-A, Class A4, 4.420%, 8/15/2028     16,211,100  
  19,879,000     Series 2023-B, Class A4, 4.660%, 9/15/2028     19,977,037  
  25,523,000     Series 2023-C, Class A4, 5.010%, 2/15/2029     25,953,856  
        Volkswagen Auto Loan Enhanced Trust        
  11,637,000     Series 2023-1, Class A4, 5.010%, 1/22/2030     11,770,483  

1

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        BONDS & DEBENTURES (Continued)        
        ASSET-BACKED SECURITIES (Continued)        
        AUTO (Continued)        
        World Omni Auto Receivables Trust        
$ 14,612,000     Series 2023-A, Class A4, 4.660%, 5/15/2029   $ 14,638,030  
  21,627,000     Series 2023-B, Class A4, 4.680%, 5/15/2029     21,674,858  
  10,417,000     Series 2023-C, Class A4, 5.030%, 11/15/2029     10,530,225  
              679,054,129  
        COLLATERALIZED LOAN OBLIGATION — 3.6%        
        Cerberus Loan Funding LLC        
  10,299,000     Series 2023-1A, Class A, 6.702% (3-Month Term SOFR+240 basis points), 3/22/2035(a),(b)     10,299,494  
  51,840,000     Series 2023-2A, Class A1, 6.852% (3-Month Term SOFR+255 basis points), 7/15/2035(a),(b)     52,812,155  
  52,569,000     Series 2023-4A, Class A, 6.727% (3-Month Term SOFR+242.5 basis points), 10/15/2035(a),(b)     53,744,233  
        Fortress Credit Opportunities Ltd.        
  118,776,000     Series 2017-9A, Class A1TR, 6.114% (3-Month Term SOFR+181.161 basis points), 10/15/2033(a),(b)     118,793,341  
        Golub Capital Partners Ltd.        
  43,478,000     Series 2023-67A, Class A1, 6.797% (3-Month Term SOFR+250 basis points), 5/9/2036(a),(b)     43,483,348  
  41,996,000     Series 2019-46A, Class A1R, 6.103% (3-Month Term SOFR+181 basis points), 4/20/2037(a),(b)     42,073,399  
              321,205,970  
        EQUIPMENT — 13.2%        
        Avis Budget Rental Car Funding AESOP LLC        
  4,211,000     Series 2021-2A, Class A, 1.660%, 2/20/2028(a)     4,010,352  
  13,136,000     Series 2023-1A, Class A, 5.250%, 4/20/2029(a)     13,350,260  
  38,251,000     Series 2023-4A, Class A, 5.490%, 6/20/2029(a)     39,091,080  
  48,017,000     Series 2023-6A, Class A, 5.810%, 12/20/2029(a)     49,823,596  
  34,038,000     Series 2023-8A, Class A, 6.020%, 2/20/2030(a)     35,569,043  
  14,768,000     Series 2024-1A, Class A, 5.360%, 6/20/2030(a)     15,091,914  
  57,519,000     Series 2024-3A, Class A, 5.230%, 12/20/2030(a)     58,661,943  
        CNH Equipment Trust        
  7,414,000     Series 2022-B, Class A4, 3.910%, 3/15/2028     7,359,552  
  6,738,000     Series 2023-A, Class A4, 4.770%, 10/15/2030     6,808,234  
  17,009,000     Series 2023-B, Class A4, 5.460%, 3/17/2031     17,467,779  
        Coinstar Funding LLC        
  11,831,985     Series 2017-1A, Class A2, 5.216%, 4/25/2047(a)     10,809,607  
        Enterprise Fleet Financing LLC        
  9,703,000     Series 2022-3, Class A3, 4.290%, 7/20/2029(a)     9,667,401  
  28,811,000     Series 2023-1, Class A3, 5.420%, 10/22/2029(a)     29,158,827  
  18,980,000     Series 2022-4, Class A3, 5.650%, 10/22/2029(a)     19,200,614  

2

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        BONDS & DEBENTURES (Continued)        
        ASSET-BACKED SECURITIES (Continued)        
        EQUIPMENT (Continued)        
$ 37,963,000     Series 2023-2, Class A3, 5.500%, 4/22/2030(a)   $ 38,618,750  
  34,823,000     Series 2023-3, Class A3, 6.410%, 6/20/2030(a)     36,272,828  
  11,576,000     Series 2024-4, Class A4, 4.700%, 6/20/2031(a)     11,651,051  
        Ford Credit Floorplan Master Owner Trust A        
  83,977,000     Series 2018-4, Class A, 4.060%, 11/15/2030     82,732,200  
  46,054,000     Series 2024-2, Class A, 5.240%, 4/15/2031(a)     47,406,311  
  27,030,000     Series 2024-4, Class A, 4.400%, 9/15/2031(a)     27,022,832  
        GMF Floorplan Owner Revolving Trust        
  18,848,000     Series 2023-2, Class A, 5.340%, 6/15/2030(a)     19,352,855  
  46,933,000     Series 2024-2A, Class A, 5.060%, 3/15/2031(a)     47,758,664  
        GreatAmerica Leasing Receivables Funding LLC        
  17,738,000     Series 2022-1, Class A4, 5.350%, 7/16/2029(a)     17,938,911  
  16,501,000     Series 2023-1, Class A4, 5.060%, 3/15/2030(a)     16,720,905  
        Hertz Vehicle Financing LLC        
  44,631,000     Series 2021-2A, Class A, 1.680%, 12/27/2027(a)     42,533,423  
  38,642,000     Series 2022-2A, Class A, 2.330%, 6/26/2028(a)     36,856,450  
  72,333,000     Series 2022-5A, Class A, 3.890%, 9/25/2028(a)     70,525,854  
        John Deere Owner Trust        
  15,675,000     Series 2023-A, Class A4, 5.010%, 12/17/2029     15,817,315  
  11,706,000     Series 2023-B, Class A4, 5.110%, 5/15/2030     11,845,373  
  15,742,000     Series 2023-C, Class A4, 5.390%, 8/15/2030     16,117,034  
        Kubota Credit Owner Trust        
  12,897,000     Series 2023-2A, Class A4, 5.230%, 6/15/2028(a)     13,112,017  
  9,456,000     Series 2023-1A, Class A4, 5.070%, 2/15/2029(a)     9,542,148  
        M&T Equipment Notes        
  9,785,000     Series 2023-1A, Class A4, 5.750%, 7/15/2030(a)     9,926,067  
  17,531,000     Series 2024-1A, Class A4, 4.940%, 8/18/2031(a)     17,706,946  
        MMAF Equipment Finance LLC        
  24,567,000     Series 2023-A, Class A4, 5.500%, 12/13/2038(a)     25,157,824  
  7,081,000     Series 2020-A, Class A5, 1.560%, 10/9/2042(a)     6,627,395  
  24,584,000     Series 2024-A, Class A4, 5.100%, 7/13/2049(a)     25,044,377  
        Prop 2017-1A        
  9,666,922     5.300%, 3/15/2042(c),(d)     8,535,892  
        Verizon Master Trust        
  76,585,000     Series 2023-6, Class A, 5.350%, 9/22/2031(a)     78,911,300  
  85,708,000     Series 2024-2, Class A, 4.830%, 12/22/2031(a)     86,817,439  
  31,930,000     Series 2024-7, Class A, 4.350%, 8/20/2032(a)     31,789,422  
              1,168,411,785  
        OTHER — 8.6%        
        ABPCI Direct Lending Fund LLC        
  24,980,453     Series 2022-2A, Class A1, 6.400% (3-Month Term SOFR+210 basis points), 3/1/2032(a),(b)     24,940,284  

3

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        BONDS & DEBENTURES (Continued)        
        ASSET-BACKED SECURITIES (Continued)        
        OTHER (Continued)        
        ABPCI Direct Lending Fund Ltd.        
$ 27,986,437     Series 2020-1A, Class A, 3.199%, 12/29/2030(a)   $ 27,459,508  
        American Tower Trust 1        
  77,012,000     5.490%, 3/15/2028(a)     78,275,382  
        Brazos Securitization LLC        
  7,993,365     5.014%, 9/1/2031(a)     8,059,556  
        Cleco Securitization LLC        
  17,342,510     4.016%, 3/1/2031     16,995,660  
        Cologix Data Centers US Issuer LLC        
  58,068,000     Series 2021-1A, Class A2, 3.300%, 12/26/2051(a)     55,731,895  
        Consumers 2023 Securitization Funding LLC        
  22,847,000     5.210%, 9/1/2031     23,390,738  
        DataBank Issuer        
  14,750,000     Series 2021-1A, Class A2, 2.060%, 2/27/2051(a)     14,336,479  
        DTE Electric Securitization Funding II LLC        
  25,884,439     5.970%, 3/1/2033     27,113,950  
        Elm Trust        
  2,351,083     Series 2020-3A, Class A2, 2.954%, 8/20/2029(a)     2,319,841  
  2,891,474     Series 2020-4A, Class A2, 2.286%, 10/20/2029(a)     2,850,349  
        Golub Capital Partners Funding Ltd.        
  9,488,433     Series 2020-1A, Class A2, 3.208%, 1/22/2029(a)     9,388,937  
  39,661,949     Series 2021-1A, Class A2, 2.773%, 4/20/2029(a)     39,344,177  
  60,275,234     Series 2021-2A, Class A, 2.944%, 10/19/2029(a)     58,753,706  
        Kansas Gas Service Securitization I LLC        
  43,232,801     5.486%, 8/1/2032     44,520,866  
        Monroe Capital Funding Ltd.        
  30,832,587     Series 2021-1A, Class A2, 2.815%, 4/22/2031(a)     30,336,151  
        Oklahoma Development Finance Authority        
  25,236,750     4.135%, 12/1/2033     24,894,467  
  8,987,669     4.285%, 2/1/2034     8,902,694  
  21,194,958     3.877%, 5/1/2037     20,661,644  
        PG&E Recovery Funding LLC        
  33,164,747     5.045%, 7/15/2032     33,336,740  
  13,309,000     4.838%, 6/1/2033     13,340,848  
        PG&E Wildfire Recovery Funding LLC        
  42,010,587     4.022%, 6/1/2031     41,117,862  
        SBA Tower Trust        
  14,427,000     1.631%, 11/15/2026(a)     13,649,111  
  17,196,000     2.328%, 1/15/2028(a)     15,919,861  
  12,423,000     6.599%, 1/15/2028(a)     12,721,550  
        SpringCastle America Funding LLC        
  9,128,432     Series 2020-AA, Class A, 1.970%, 9/25/2037(a)     8,484,242  

4

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        BONDS & DEBENTURES (Continued)        
        ASSET-BACKED SECURITIES (Continued)        
        OTHER (Continued)        
        Texas Electric Market Stabilization Funding N LLC        
$ 11,097,711     4.265%, 8/1/2036(a)   $ 10,930,377  
        Texas Natural Gas Securitization Finance Corp.        
  7,935,239     5.102%, 4/1/2035     7,976,897  
        VCP RRL Ltd.        
  20,552,299     Series 2021-1A, Class A, 2.152%, 10/20/2031(a)     19,744,511  
        Virginia Power Fuel Securitization LLC        
  58,246,000     4.877%, 5/1/2031     58,828,460  
        WEPCo Environmental Trust Finance LLC        
  8,765,171     Series 2021-1, Class A, 1.578%, 12/15/2035     7,737,201  
              762,063,944  
        TOTAL ASSET-BACKED SECURITIES        
        (Cost $2,899,173,342)     2,930,735,828  
        COMMERCIAL MORTGAGE-BACKED SECURITIES — 18.0%        
        AGENCY — 15.1%        
        Federal Home Loan Mortgage Corp.        
  13,173,000     Series K058, Class A2, 2.653%, 8/25/2026     12,874,080  
  76,399,842     Series K061, Class A2, 3.347%, 11/25/2026(b)     75,199,135  
  41,061,276     Series K062, Class A2, 3.413%, 12/25/2026     40,417,209  
  16,539,000     Series K063, Class A2, 3.430%, 1/25/2027(b)     16,290,943  
  9,702,802     Series K065, Class A2, 3.243%, 4/25/2027     9,502,596  
  7,223,000     Series K066, Class A2, 3.117%, 6/25/2027     7,051,478  
  8,509,735     Series K068, Class A2, 3.244%, 8/25/2027     8,303,346  
  12,338,034     Series K072, Class A2, 3.444%, 12/25/2027     12,136,530  
  29,086,020     Series K073, Class A2, 3.350%, 1/25/2028     28,319,798  
  16,051,256     Series K076, Class A2, 3.900%, 4/25/2028     15,858,365  
  4,086,000     Series K077, Class A2, 3.850%, 5/25/2028(b)     4,018,396  
  30,559,000     Series K079, Class A2, 3.926%, 6/25/2028     30,186,883  
  25,020,308     Series K080, Class A2, 3.926%, 7/25/2028(b)     24,708,888  
  62,664,000     Series K081, Class A2, 3.900%, 8/25/2028(b)     61,617,022  
  46,777,000     Series K082, Class A2, 3.920%, 9/25/2028(b)     45,994,425  
  24,028,000     Series K083, Class A2, 4.050%, 9/25/2028(b)     23,865,172  
  68,841,723     Series K084, Class A2, 3.780%, 10/25/2028(b)     67,685,850  
  27,924,000     Series K085, Class A2, 4.060%, 10/25/2028(b)     27,733,815  
  27,195,714     Series K089, Class A2, 3.563%, 1/25/2029     26,463,668  
  4,691,000     Series K088, Class A2, 3.690%, 1/25/2029     4,586,710  
  43,626,000     Series K090, Class A2, 3.422%, 2/25/2029     42,219,690  
  25,293,822     Series K091, Class A2, 3.505%, 3/25/2029     24,611,708  
  2,376,000     Series K092, Class A2, 3.298%, 4/25/2029     2,285,947  
  4,340,000     Series K093, Class A2, 2.982%, 5/25/2029     4,136,033  
  84,442,000     Series K095, Class A2, 2.785%, 6/25/2029     79,494,172  
  71,380,000     Series K094, Class A2, 2.903%, 6/25/2029     67,595,954  

5

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued)        
        AGENCY (Continued)        
$ 40,814,000     Series K097, Class A2, 2.508%, 7/25/2029   $ 38,074,426  
  91,996,000     Series K096, Class A2, 2.519%, 7/25/2029     85,824,366  
  19,173,000     Series K099, Class A2, 2.595%, 9/25/2029     17,885,299  
  49,942,000     Series K101, Class A2, 2.524%, 10/25/2029     46,304,534  
  33,400,000     Series K102, Class A2, 2.537%, 10/25/2029     30,966,683  
  47,045,000     Series K103, Class A2, 2.651%, 11/25/2029     43,881,501  
  4,756,000     Series K107, Class A2, 1.639%, 1/25/2030     4,219,846  
  3,071,000     Series K105, Class A2, 1.872%, 1/25/2030     2,755,600  
  11,740,000     Series K106, Class A2, 2.069%, 1/25/2030     10,597,820  
  16,200,000     Series K104, Class A2, 2.253%, 1/25/2030     14,786,427  
  9,186,000     Series K108, Class A2, 1.517%, 3/25/2030     8,059,050  
  61,806,000     Series K751, Class A2, 4.412%, 3/25/2030     61,969,978  
  17,591,000     Series K109, Class A2, 1.558%, 4/25/2030     15,362,884  
  22,485,000     Series K151, Class A3, 3.511%, 4/25/2030     21,601,495  
  1,742,000     Series K111, Class A2, 1.350%, 5/25/2030     1,502,294  
  9,465,000     Series K114, Class A2, 1.366%, 6/25/2030     8,164,501  
  3,768,000     Series K116, Class A2, 1.378%, 7/25/2030     3,250,218  
  18,741,000     Series K752, Class A2, 4.284%, 7/25/2030     18,694,013  
  61,809,000     Series K117, Class A2, 1.406%, 8/25/2030     53,005,532  
  15,691,000     Series K120, Class A2, 1.500%, 10/25/2030     13,533,277  
  75,127,967     Series K754, Class A2, 4.940%, 11/25/2030(b)     76,784,794  
              1,340,382,351  
        AGENCY STRIPPED — 0.3%        
        Government National Mortgage Association        
  9,651,470     Series 2014-77, Class IO, 0.533%, 12/16/2047(b)     76,535  
  14,154,399     Series 2012-150, Class IO, 0.438%, 11/16/2052(b)     204,619  
  13,901,585     Series 2012-114, Class IO, 0.629%, 1/16/2053(b)     200,465  
  33,565,605     Series 2012-125, Class IO, 0.173%, 2/16/2053(b)     226,004  
  34,166,537     Series 2012-79, Class IO, 0.351%, 3/16/2053(b)     400,579  
  18,007,318     Series 2013-45, Class IO, 0.061%, 12/16/2053(b)     6,655  
  6,555,679     Series 2013-125, Class IO, 0.244%, 10/16/2054(b)     95,555  
  23,846,069     Series 2014-157, Class IO, 0.186%, 5/16/2055(b)     139,328  
  26,864,829     Series 2014-153, Class IO, 0.320%, 4/16/2056(b)     286,949  
  49,116,279     Series 2014-175, Class IO, 0.463%, 4/16/2056(b)     661,444  
  4,846,328     Series 2014-138, Class IO, 0.514%, 4/16/2056(b)     81,584  
  63,505,960     Series 2014-187, Class IO, 0.618%, 5/16/2056(b)     1,327,694  
  5,361,962     Series 2015-41, Class IO, 0.169%, 9/16/2056(b)     32,105  
  1,383,449     Series 2015-108, Class IO, 0.339%, 10/16/2056(b)     9,245  
  11,213,343     Series 2014-110, Class IO, 0.101%, 1/16/2057(b)     50,849  
  26,831,709     Series 2015-19, Class IO, 0.293%, 1/16/2057(b)     350,390  
  9,914,512     Series 2015-7, Class IO, 0.488%, 1/16/2057(b)     192,384  
  43,413,808     Series 2015-169, Class IO, 0.251%, 7/16/2057(b)     455,927  

6

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued)        
        AGENCY STRIPPED (Continued)        
$ 7,450,815     Series 2015-150, Class IO, 0.366%, 9/16/2057(b)   $ 119,173  
  35,792,146     Series 2016-125, Class IO, 0.844%, 12/16/2057(b)     1,248,616  
  24,669,703     Series 2016-65, Class IO, 0.460%, 1/16/2058(b)     537,767  
  81,540,918     Series 2016-106, Class IO, 0.970%, 9/16/2058(b)     3,474,467  
  39,021,960     Series 2020-43, Class IO, 1.262%, 11/16/2061(b)     2,824,245  
  52,416,636     Series 2020-71, Class IO, 1.101%, 1/16/2062(b)     3,414,514  
  97,442,569     Series 2020-75, Class IO, 0.870%, 2/16/2062(b)     5,450,811  
  122,670,217     Series 2020-42, Class IO, 0.938%, 3/16/2062(b)     7,156,335  
              29,024,239  
        NON-AGENCY — 2.6%        
        A10 Bridge Asset Financing LLC        
  127,419     Series 2021-D, Class A1FX, 2.589%, 10/1/2038(a)     127,338  
        BBCMS Trust        
  6,680,662     Series 2015-SRCH, Class A1, 3.312%, 8/10/2035(a)     6,503,350  
        Benchmark Mortgage Trust        
  17,340,000     Series 2024-V11, Class A3, 5.909%, 11/15/2057(b)     18,007,156  
        BMO Mortgage Trust        
  17,350,000     Series 2024-5C7, Class A3, 5.566%, 11/15/2057(b)     17,673,673  
  8,363,000     Series 2024-5C8, Class A3, 5.625%, 12/15/2057(b)     8,585,580  
        BX Commercial Mortgage Trust        
  28,900,000     Series 2021-VOLT, Class E, 6.434% (1-Month Term SOFR+211.448 basis points), 9/15/2036(a),(b)     28,394,429  
        Progress Residential Trust        
  13,309,000     Series 2024-SFR5, Class A, 3.000%, 8/9/2029(a)     12,326,953  
  13,662,952     Series 2021-SFR11, Class A, 2.283%, 1/17/2039(a)     12,560,789  
  14,247,534     Series 2021-SFR7, Class A, 1.692%, 8/17/2040(a)     13,307,115  
  8,727,306     Series 2021-SFR9, Class A, 2.013%, 11/17/2040(a)     8,083,377  
  50,077,213     Series 2021-SFR10, Class A, 2.393%, 12/17/2040(a)     46,981,524  
  16,085,948     Series 2024-SFR3, Class A, 3.000%, 6/17/2041(a)     14,942,561  
  27,223,000     Series 2024-SFR4, Class A, 3.100%, 7/17/2041(a)     25,355,279  
  21,978,000     Series 2025-SFR2, Class A, 3.305%, 4/17/2042(a)     20,265,364  
              233,114,488  
        TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES        
        (Cost $1,605,266,896)     1,602,521,078  
        CORPORATE BANK DEBT — 0.2%        
        Capstone Acquisition Holdings, Inc. Term Loan        
  19,265,764     8.925% (1-Month Term SOFR+460 basis points), 11/12/2029(c),(d),(e)     19,134,796  
        JC Penney Corp., Inc.        
  26,698,432     5.568% (3-Month USD LIBOR+425 basis points), 6/23/2025*,(b),(c),(d),(e),(f)     2,670  
        Lealand Finance Company B.V. Senior Exit LC        
  10,625,126     5.250%, 6/30/2027(c),(d),(e),(g),(h),(i)     (2,337,528 )

7

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        CORPORATE BANK DEBT (Continued)        
        McDermott Technology Americas, Inc.        
$ 349,183     8.439% (1-Month Term SOFR+400 basis points), 12/31/2027(b),(c),(d),(e)   $ 141,419  
        TOTAL CORPORATE BANK DEBT        
        (Cost $19,312,718)     16,941,357  
        CORPORATE BONDS — 2.3%        
        COMMUNICATIONS — 0.0%        
        Frontier Communications Holdings LLC        
  5,925,000     5.875%, 10/15/2027(a)     5,922,334  
        FINANCIALS — 1.8%        
        Apollo Debt Solutions BDC Senior Notes        
  26,023,000     8.620%, 9/28/2028(c),(d)     26,023,000  
        Blue Owl Credit Income Corp.        
  22,579,000     7.950%, 6/13/2028     23,945,526  
        Hlend Senior Notes        
  42,500,000     8.170%, 3/15/2028(c),(d)     42,500,000  
        HPS Corporate Lending Fund        
  24,864,000     6.750%, 1/30/2029     25,561,087  
        Oaktree Strategic Credit Fund        
  27,351,000     8.400%, 11/14/2028     29,596,791  
        OCREDIT BDC Senior Notes        
  12,891,000     7.770%, 3/7/2029(c),(d)     12,891,000  
              160,517,404  
        HEALTH CARE — 0.5%        
        Heartland Dental LLC/Heartland Dental Finance Corp.        
  40,809,000     10.500% (1-Month Term SOFR+0.000 basis points), 4/30/2028(a),(d)     42,849,450  
        TOTAL CORPORATE BONDS        
        (Cost $202,080,079)     209,289,188  
        RESIDENTIAL MORTGAGE-BACKED SECURITIES — 26.4%        
        AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 0.0%        
        Federal National Mortgage Association        
  204,522     Series 2010-43, Class MK, 5.500%, 5/25/2040     207,132  
  902,555     Series 2012-144, Class PD, 3.500%, 4/25/2042     882,574  
  479,442     Series 2013-93, Class PJ, 3.000%, 7/25/2042     460,675  
              1,550,381  
        AGENCY POOL ADJUSTABLE RATE — 1.8%        
        Fannie Mae Pool        
  2,778,017     1.727% (30-Day SOFR Average+211 basis points), 7/1/2051(b)     2,476,124  
  24,188,284     1.971% (30-Day SOFR Average+206.9 basis points), 8/1/2051(b)     21,687,021  
  1,902,191     1.607% (30-Day SOFR Average+209.4 basis points), 9/1/2051(b)     1,680,947  
  21,813,836     1.889% (30-Day SOFR Average+233.2 basis points), 4/1/2052(b)     19,436,464  
        Freddie Mac Non Gold Pool        
  8,895,873     1.662% (30-Day SOFR Average+213 basis points), 9/1/2051(b)     7,888,930  

8

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)        
        AGENCY POOL ADJUSTABLE RATE (Continued)        
$ 11,835,553     2.563% (30-Day SOFR Average+213 basis points), 3/1/2052(b)   $ 10,739,127  
  7,837,000     2.539% (30-Day SOFR Average+214 basis points), 5/1/2052(b)     7,122,059  
  78,124,863     2.157% (30-Day SOFR Average+217.7 basis points), 7/1/2052(b)     69,890,518  
  10,071,329     3.346% (30-Day SOFR Average+221.2 basis points), 11/1/2052(b)     9,470,362  
  11,519,579     2.163% (30-Day SOFR Average+217.8 basis points), 5/1/2053(b)     10,307,489  
              160,699,041  
        AGENCY POOL FIXED RATE — 20.1%        
        Fannie Mae Pool        
  70,760,320     1.500%, 12/1/2035     62,733,355  
  14,112,011     1.500%, 12/1/2035     12,511,161  
  2,046,718     1.500%, 3/1/2036     1,808,145  
  15,972,105     1.000%, 4/1/2036     13,697,243  
  5,294,883     1.500%, 4/1/2036     4,677,692  
  17,007,458     1.500%, 4/1/2036     15,025,004  
  12,407,759     1.500%, 5/1/2036     10,938,199  
  27,049,130     1.500%, 6/1/2036     23,845,464  
  5,935,377     1.500%, 6/1/2036     5,232,398  
  10,516,536     1.500%, 7/1/2036     9,244,679  
  95,762,219     1.500%, 8/1/2036     84,599,811  
  6,820,571     1.500%, 8/1/2036     5,995,700  
  24,569,974     1.000%, 9/1/2036     20,978,573  
  11,849,280     1.500%, 9/1/2036     10,416,242  
  29,057,214     1.500%, 10/1/2036     25,543,069  
  15,241,086     1.000%, 11/1/2036     12,969,144  
  99,032,368     1.000%, 12/1/2036     84,271,415  
  139,512,975     1.000%, 3/1/2037     118,718,315  
  63,339,785     1.500%, 3/1/2037     55,837,897  
  47,285,299     1.500%, 8/1/2037     41,566,672  
  11,925,567     2.000%, 6/1/2040     10,278,402  
  4,434,954     2.000%, 9/1/2040     3,818,809  
  4,780,915     2.000%, 10/1/2040     4,114,759  
  3,479,224     1.500%, 11/1/2040     2,884,075  
  6,550,472     2.000%, 11/1/2040     5,634,578  
  14,300,767     1.500%, 12/1/2040     11,845,384  
  12,768,617     2.000%, 12/1/2040     10,975,993  
  13,625,113     1.500%, 2/1/2041     11,268,710  
  15,260,949     2.500%, 5/1/2041     13,490,026  
  9,212,743     2.000%, 7/1/2041     7,878,369  
  62,082,027     2.000%, 9/1/2041     53,353,921  
  60,533,705     1.500%, 10/1/2041     49,724,746  
  90,091,201     1.500%, 11/1/2041     73,956,146  
  6,046,674     1.500%, 3/1/2042     4,966,770  

9

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)        
        AGENCY POOL FIXED RATE (Continued)        
$ 19,373,202     1.500%, 3/1/2042   $ 16,022,556  
  21,678,466     2.000%, 8/1/2042     18,510,377  
  60,573,513     2.000%, 8/1/2042     51,370,592  
  30,867,901     3.500%, 4/1/2044     28,795,828  
  40,750,782     4.000%, 6/1/2045     39,208,348  
  8,842,576     4.000%, 7/1/2046     8,504,284  
  10,148,782     4.000%, 10/1/2046     9,758,050  
  5,537,290     4.000%, 10/1/2046     5,327,838  
  8,481,840     4.000%, 3/1/2048     8,148,530  
        Freddie Mac Pool        
  341,879     2.500%, 8/1/2028     333,095  
  94,159,424     1.500%, 11/1/2035     83,478,092  
  6,844,379     1.500%, 11/1/2035     6,067,961  
  24,529,052     1.500%, 1/1/2036     21,638,578  
  3,162,854     1.500%, 4/1/2036     2,794,180  
  5,225,716     1.500%, 5/1/2036     4,606,788  
  15,706,993     1.500%, 6/1/2036     13,812,316  
  6,168,138     1.000%, 7/1/2036     5,266,105  
  28,072,376     1.500%, 8/1/2036     24,677,336  
  9,309,552     1.000%, 10/1/2036     7,974,358  
  21,009,616     1.500%, 10/1/2036     18,468,738  
  63,442,513     1.500%, 10/1/2036     56,047,413  
  6,221,238     1.500%, 11/1/2036     5,515,508  
  18,880,578     2.000%, 6/1/2040     16,274,171  
  4,143,983     2.000%, 8/1/2040     3,569,824  
  2,992,867     4.000%, 10/1/2040     2,881,972  
  7,882,677     1.500%, 11/1/2040     6,534,524  
  2,753,409     4.000%, 11/1/2040     2,652,426  
  6,178,357     2.000%, 12/1/2040     5,307,127  
  4,113,800     1.500%, 2/1/2041     3,407,534  
  34,512,747     1.500%, 3/1/2041     28,521,600  
  90,903,623     1.500%, 3/1/2041     75,119,282  
  23,189,491     1.500%, 4/1/2041     19,149,532  
  79,528,968     1.500%, 5/1/2041     65,635,639  
  42,112,070     1.500%, 6/1/2041     34,725,857  
  11,126,429     1.500%, 7/1/2041     9,165,944  
  7,135,971     2.000%, 8/1/2041     6,099,477  
  11,293,102     1.500%, 10/1/2041     9,276,679  
  4,321,268     1.500%, 11/1/2041     3,565,883  
  17,170,920     1.500%, 11/1/2041     14,084,955  
  66,260,714     1.500%, 12/1/2041     54,362,907  
  31,861,123     1.500%, 12/1/2041     26,330,389  
  5,342,165     1.500%, 1/1/2042     4,398,130  

10

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)        
        AGENCY POOL FIXED RATE (Continued)        
$ 38,791,208     2.000%, 5/1/2042   $ 33,120,771  
  26,304,302     2.000%, 8/1/2042     22,433,595  
  19,468,786     2.000%, 8/1/2042     16,643,466  
              1,784,389,421  
        NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 4.5%        
        Citigroup Mortgage Loan Trust        
  1,818,218     Series 2014-A, Class A, 4.000%, 1/25/2035(a),(b)     1,752,748  
        GS Mortgage-Backed Securities Trust        
  6,371,713     Series 2021-PJ4, Class A8, 2.500%, 9/25/2051(a),(b)     5,633,862  
  35,447,452     Series 2021-PJ5, Class A8, 2.500%, 10/25/2051(a),(b)     31,314,797  
  34,575,238     Series 2021-PJ6, Class A8, 2.500%, 11/25/2051(a),(b)     30,489,292  
  30,349,977     Series 2021-PJ7, Class A8, 2.500%, 1/25/2052(a),(b)     26,717,633  
  9,009,044     Series 2021-PJ10, Class A8, 2.500%, 3/25/2052(a),(b)     7,910,618  
  6,414,149     Series 2022-PJ1, Class A8, 2.500%, 5/28/2052(a),(b)     5,615,011  
  14,547,842     Series 2022-PJ2, Class A24, 3.000%, 6/25/2052(a),(b)     13,058,402  
  5,666,319     Series 2022-PJ3, Class A24, 3.000%, 8/25/2052(a),(b)     5,083,674  
  72,753,875     Series 2022-PJ5, Class A22, 2.500%, 10/25/2052(a),(b)     63,469,353  
        J.P. Morgan Mortgage Trust        
  5,271,959     Series 2021-6, Class A4, 2.500%, 10/25/2051(a),(b)     4,670,901  
  11,386,936     Series 2021-7, Class A4, 2.500%, 11/25/2051(a),(b)     10,073,544  
  16,481,418     Series 2021-10, Class A4A, 2.000%, 12/25/2051(a),(b)     14,165,201  
  44,308,968     Series 2021-10, Class A4, 2.500%, 12/25/2051(a),(b)     39,043,605  
  12,106,934     Series 2021-8, Class A4, 2.500%, 12/25/2051(a),(b)     10,707,384  
  55,953,873     Series 2021-11, Class A4, 2.500%, 1/25/2052(a),(b)     49,403,482  
  14,409,915     Series 2021-13, Class A4, 2.500%, 4/25/2052(a),(b)     12,741,728  
  3,473,655     Series 2021-15, Class A4, 2.500%, 6/25/2052(a),(b)     3,054,310  
  3,193,028     Series 2022-3, Class A4A, 2.500%, 8/25/2052(a),(b)     2,799,209  
  29,831,410     Series 2024-3, Class A4, 3.000%, 5/25/2054(a),(b)     26,715,572  
        Pretium Mortgage Credit Partners LLC        
  7,887,180     Series 2024-RPL1, Class A1, 3.900%, 10/25/2063(a),(b)     7,412,663  
        Towd Point Mortgage Trust        
  7,025,335     Series 2020-4, Class A1, 1.750%, 10/25/2060(a)     6,282,168  
  19,567,573     Series 2023-1, Class A1, 3.750%, 1/25/2063(a)     18,480,964  
              396,596,121  
        TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES        
        (Cost $2,302,466,679)     2,343,234,964  
        U.S. TREASURY NOTES & BONDS — 15.1%        
        U.S. Treasury Note        
  115,968,000     3.500%, 9/30/2029     113,857,023  
  113,312,000     4.125%, 10/31/2029     114,135,280  
  185,860,000     4.125%, 11/30/2029     187,283,000  

11

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

Principal            
Amount         Value  
        U.S. TREASURY NOTES & BONDS (Continued)        
$ 663,863,000     4.375%, 12/31/2029   $ 675,843,669  
  119,583,000     4.250%, 1/31/2030     121,115,157  
  17,387,000     4.000%, 2/28/2030     17,426,392  
  106,471,000     4.625%, 9/30/2030     109,731,674  
        TOTAL U.S. TREASURY NOTES & BONDS        
        (Cost $1,311,084,683)     1,339,392,195  
        TOTAL BONDS & DEBENTURES        
        (Cost $8,339,384,397)     8,442,114,610  

 

Number            
of Shares            
        COMMON STOCKS — 1.7%        
        METALS & MINING — 0.6%        
  39,831,957     AIPCF VIII A-BL Aggregator Cayman LP (j)     49,921,392  
        REAL ESTATE SERVICES — 0.1%        
  520,208     Copper Property CTL Pass Through Trust(d)     6,722,388  
        TRANSPORTATION & LOGISTICS — 1.0%        
  3,806,420     PHI Group, Inc.*,(c),(d),(j)     93,257,290  
        TOTAL COMMON STOCKS        
        (Cost $125,160,428)     149,901,070  
        SHORT-TERM INVESTMENTS — 3.1%        
        MONEY MARKET INVESTMENTS — 0.5%        
  42,239,858     Morgan Stanley Institutional Liquidity Treasury Portfolio - Institutional Class, 4.20%(k)     42,239,858  

 

Principal            
Amount            
        TREASURY BILLS — 2.6%        
$ 236,035,000     U.S. Treasury Bill, 4.28%, 4/3/2025(l)     235,979,663  
        TOTAL SHORT-TERM INVESTMENTS        
        (Cost $278,219,521)     278,219,521  
                 
        TOTAL INVESTMENTS — 99.8%        
        (Cost $8,742,764,346)     8,870,235,201  
        Other Assets in Excess of Liabilities — 0.2%     18,058,853  
        TOTAL NET ASSETS — 100.0%   $ 8,888,294,054  

 

BDC – Business Development Company

IO – Interest Only

LLC – Limited Liability Company

LP – Limited Partnership

US – United States

 

* Non-income producing security.

12

 

FPA New Income Fund

SCHEDULE OF INVESTMENTS - Continued

As of March 31, 2025 (Unaudited)

 

 

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted and may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $2,739,320,038, which represents 30.82% of Net Assets.
(b) Variable or floating rate security.
(c) The value of these securities was determined using significant unobservable inputs. These are reported as Level 3 securities in the Fair Value Hierarchy.
(d) Restricted securities. These restricted securities constituted 2.81% of total net assets at March 31, 2025, most of which are considered liquid by the Adviser. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under policies adopted by authority of the Fund's Board of Trustees.
(e) Bank loans generally pay interest at rates which are periodically determined by reference to a base lending rate plus a premium. All loans carry a variable rate of interest. These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the London Interbank Offered Rate (“LIBOR”), (iii) the Certificate of Deposit rate, or (iv) Secured Overnight Financing Rate (“SOFR”). Bank Loans, while exempt from registration, under the Securities Act of 1933, contain certain restrictions on resale and cannot be sold publicly. Floating rate bank loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy.
(f) Security is in default.
(g) As of March 31, 2025, the Fund had entered into commitments to fund various delayed draw debt-related investments. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing those investments and there can be no assurance that such conditions will be satisfied. See Note 8 of the Notes to Financial Statements for further information on these commitments and contingencies.
(h) Payment-in-kind interest is generally paid by issuing additional par/shares of the security rather than paying cash.
(i) All or a portion of the loan is unfunded.
(j) Affiliated company.
(k) The rate is the annualized seven-day yield at period end.
(l) Treasury bill discount rate.

 

See accompanying Notes to Financial Statements.

13

 

FPA New Income Fund

STATEMENT OF ASSETS AND LIABILITIES

As of March 31, 2025 (Unaudited)

 

 

Assets:      
Investments, at value (cost $8,643,356,315)   $ 8,727,056,519  
Investments in affiliates, at value (cost $99,408,031)     143,178,682  
Cash     196,825  
Receivables:        
Investment securities sold     504,381  
Fund shares sold     6,537,866  
Dividends and interest     41,934,548  
Prepaid expenses     192,756  
Total assets     8,919,601,577  
         
Liabilities:        
Payables:        
Investment securities purchased     20,142,602  
Fund shares redeemed     7,806,285  
Advisory fees     2,682,357  
Shareholder servicing fees (Note 7)     202,827  
Fund services fees     111,987  
Shareholder reporting fees     53,457  
Trustees' deferred compensation (Note 3)     26,511  
Trustees' fees and expenses     13,650  
Legal fees     9,255  
Auditing fees     6,458  
Chief Compliance Officer fees     6,138  
Accrued other expenses     245,996  
Total liabilities     31,307,523  
Commitments and contingencies (Note 8)        
Net Assets   $ 8,888,294,054  
         
Components of Net Assets:        
Capital Stock — par value $0.01 per share; authorized 1,500,000,000 shares; outstanding 895,293,136 shares   $ 9,496,734,692  
Total distributable earnings (accumulated deficit)     (608,440,638 )
Net Assets   $ 8,888,294,054  
         
Maximum Offering Price per Share:        
Investor Class Shares:        
Net assets applicable to shares outstanding   $ 14,592,216  
Shares of beneficial interest issued and outstanding     1,466,772  
Redemption price per share   $ 9.95  
         
Institutional Class Shares:        
Net assets applicable to shares outstanding   $ 8,873,701,838  
Shares of beneficial interest issued and outstanding     893,826,364  
Redemption price per share   $ 9.93  

 

See accompanying Notes to Financial Statements.

14

 

FPA New Income Fund

STATEMENT OF OPERATIONS

For the Six Months Ended March 31, 2025 (Unaudited)

 

 

Investment income:      
Interest   $ 207,821,751  
Dividends     621,547  
Total investment income     208,443,298  
         
Expenses:        
Advisory fees     21,848,840  
Shareholder servicing fees - Investor Class (Note 7)     14,228  
Shareholder servicing fees - Institutional Class (Note 7)     2,098,916  
Fund services fees     547,370  
Shareholder reporting fees     112,573  
Registration fees     91,476  
Trustees' fees and expenses     71,236  
Miscellaneous     60,703  
Insurance fees     51,140  
Legal fees     22,037  
Chief Compliance Officer fees     9,098  
Auditing fees     7,458  
Interest expense     6,940  
Total expenses     24,942,015  
Advisory fees waived     (5,090,485 )
Net expenses     19,851,530  
Net investment income (loss)     188,591,768  
         
Realized and Unrealized Gain (Loss):        
Net realized gain (loss) on:        
Investments     (25,755,065 )
Total realized gain (loss)     (25,755,065 )
Net change in unrealized appreciation (depreciation) on:        
Investments     (47,001,021 )
Investments in affiliated issuers     17,128,890  
Net change in unrealized appreciation (depreciation)     (29,872,131 )
Net realized and unrealized gain (loss)     (55,627,196 )
         
Net Increase (Decrease) in Net Assets from Operations   $ 132,964,572  

 

See accompanying Notes to Financial Statements.

15

 

FPA New Income Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   

For the

Six Months Ended

March 31, 2025

(Unaudited)

   

For the

Year Ended

September 30, 2024

 
Increase (Decrease) in Net Assets from:                
Operations:                
Net investment income (loss)   $ 188,591,768     $ 375,281,039  
Total realized gain (loss) on investments and Investments in affiliated issuers - realized     (25,755,065 )     (48,558,580 )
Net change in unrealized appreciation (depreciation) on investments and Investments in affiliated issuers - unrealized     (29,872,131 )     442,858,789  
Net increase (decrease) in net assets resulting from operations     132,964,572       769,581,248  
                 
Distributions to Shareholders:                
Distributions:                
Investor Class     (254,609 )     (70,719 )1
Institutional Class     (200,330,659 )     (348,540,473 )2
Total distributions to shareholders     (200,585,268 )     (348,611,192 )
                 
Capital Transactions:                
Net proceeds from shares sold:                
Investor Class     8,512,211       11,079,132 1 
Institutional Class     1,197,767,600       2,465,183,765 2 
Reinvestment of distributions:                
Investor Class     191,528       45,135 1 
Institutional Class     175,356,875       302,676,804 2 
Cost of shares redeemed:                
Investor Class     (4,132,854 )     (1,169,168 )1
Institutional Class     (1,178,120,300 )     (2,261,511,387 )2
Net increase (decrease) in net assets from capital transactions     199,575,060       516,304,281  
                 
Total increase (decrease) in net assets     131,954,364       937,274,337  
                 
Net Assets:                
Beginning of period     8,756,339,690       7,819,065,353  
End of period   $ 8,888,294,054     $ 8,756,339,690  
                 
Capital Share Transactions:                
Shares sold:                
Investor Class     861,422       1,117,131 1 
Institutional Class     121,515,959       253,058,848 2 
Shares reinvested:                
Investor Class     19,454       4,518 1 
Institutional Class     17,849,611       31,103,997 2 
Shares redeemed:                
Investor Class     (419,054 )     (116,699 )1
Institutional Class     (119,689,283 )     (232,217,355 )2
Net increase (decrease) in capital share transactions     20,138,109       52,950,440  

 

1 The Investor Class commenced operations on April 30, 2024. The data shown reflects operations for the period April 30, 2024 to September 30, 2024.
2 All existing class of shares were designated as Institutional Class Shares, effective April 30, 2024. The ticker symbol for Institutional Class Shares remains "FPNIX".

 

See accompanying Notes to Financial Statements.

16

 

FPA New Income Fund

FINANCIAL HIGHLIGHTS

Investor Class

 

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   

For the

Six Months Ended

March 31, 2025

(Unaudited)

   

For the

Period Ended

September 30,

20241

 
Net asset value, beginning of period   $ 10.02     $ 9.63  
Income from Investment Operations:                
Net investment income (loss)2     0.21       0.18  
Net realized and unrealized gain (loss)     (0.06 )     0.37  
Total from investment operations     0.15       0.55  
                 
Less Distributions:                
From net investment income     (0.22 )     (0.16 )
Total distributions     (0.22 )     (0.16 )
Net asset value, end of period   $ 9.95     $ 10.02  
                 
Total return3,4     1.51 %     5.80 %
                 
Ratios and Supplemental Data:                
Net assets, end of period (in thousands)   $ 14,592     $ 10,072  
                 
Ratio of expenses to average net assets:                
Before fees waived and expenses absorbed5     0.77 %6     0.78 %
After fees waived and expenses absorbed5     0.55 %6     0.55 %7
Ratio of net investment income (loss) to average net assets:                
Before fees waived and expenses absorbed5     4.00 %     4.15 %
After fees waived and expenses absorbed5     4.22 %     4.38 %
                 
Portfolio turnover rate3     22 %     63 %

 

1 The Investor Class commenced operations on April 30, 2024. The data shown reflects operations for the period April 30, 2024 to September 30, 2024.
2 Based on average shares outstanding for the period.
3 Not annualized.
4 Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Adviser. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
5 Annualized.
6 If interest expense had been excluded, the expense ratios would have been lowered by 0.00% for the six months ended March 31, 2025.
7 The Adviser has contractually agreed to reimburse the Fund for Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage fees and commissions payable by the Fund in connection with the purchase or sale of portfolio securities, and extraordinary expenses, including litigation expenses not incurred in the Fund's ordinary course of business) in excess of 0.55% of the average daily net assets of the Investor Class shares of the Fund from inception through July 27, 2024, and in excess of 0.554% of the average daily net assets of the Investor Class shares of the Fund from July 28, 2024 through April 30, 2025. This agreement may only be terminated earlier by the Fund's Board of Trustees (the "Board") or upon termination of the Advisory Agreement.

 

See accompanying Notes to Financial Statements.

17

 

FPA New Income Fund

FINANCIAL HIGHLIGHTS

Institutional Class*

 

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

    For the
Six Months
Ended
March 31,
2025
   For the
Year Ended
September 30,
 
    (Unaudited)     2024     2023     20221     20211     20201  
Net asset value, beginning of period   $ 10.01     $ 9.51     $ 9.48     $ 10.02     $ 10.00     $ 10.00  
Income from Investment Operations:                                                
Net investment income (loss)2     0.21       0.44       0.36       0.15       0.13       0.23  
Net realized and unrealized gain (loss)     (0.06 )     0.47       0.03       (0.53 )     0.03       0.01 3 
Total from investment operations     0.15       0.91       0.39       (0.38 )     0.16       0.24  
                                                 
Less Distributions:                                                
From net investment income     (0.23 )     (0.41 )     (0.36 )     (0.16 )     (0.14 )     (0.24 )
Total distributions     (0.23 )     (0.41 )     (0.36 )     (0.16 )     (0.14 )     (0.24 )
Net asset value, end of period   $ 9.93     $ 10.01     $ 9.51     $ 9.48     $ 10.02     $ 10.00  
                                                 
Total return4     1.50 %5     9.74 %     4.21 %     (3.87 )%     1.56 %     2.41 %
                                                 
Ratios and Supplemental Data:                                                
Net assets, end of period (in thousands)   $ 8,873,702     $ 8,746,268     $ 7,819,065     $ 9,465,665     $ 11,944,191     $ 8,646,909  
                                                 
Ratio of expenses to average net assets:                                                
Before fees waived and expenses absorbed     0.57 %6,7     0.58 %     0.59 %     0.59 %     0.58 %     0.57 %
After fees waived and expenses absorbed     0.45 %6,7     0.45 %8     0.45 %     0.46 %     0.48 %     0.49 %9
Ratio of net investment income (loss) to average net assets:                                                
Before fees waived and expenses absorbed     4.20 %6     4.35 %     3.59 %     1.43 %     1.18 %     2.24 %
After fees waived and expenses absorbed     4.32 %6     4.48 %     3.73 %     1.56 %     1.28 %     2.32 %10
                                                 
Portfolio turnover rate     22 %5     63 %     50 %     103 %     81 %     54 %

 

* All existing class of shares were designated as Institutional Class Shares, effective April 30, 2024. The ticker symbol for Institutional Class Shares remains "FPNIX".
1 Audits performed for the fiscal years indicated by the Fund's previous auditor, Ernst & Young LLP.
2 Based on average shares outstanding for the period.
3 Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accordance with the Fund's change in net realized and unrealized gain (loss) on investment transaction for the period.
4 Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Adviser. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
5 Not annualized.
6 Annualized.
7 If interest expense had been excluded, the expense ratios would have been lowered by 0.00% for the six months ended March 31, 2025.
8 The Adviser has contractually agreed to reimburse the Fund for Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage fees and commissions payable by the Fund in connection with the purchase or sale of portfolio securities, and extraordinary expenses, including litigation expenses not incurred in the Fund's ordinary course of business) in excess of 0.45% of the average daily net assets of the Institutional Class shares of the Fund through July 27, 2024, and in excess of 0.454% of the average daily net assets of the Institutional Class shares of the Fund from July 28, 2024 through April 30, 2025. This agreement may only be terminated earlier by the Fund's Board of Trustees (the "Board") or upon termination of the Advisory Agreement.
9 Includes voluntary fee waiver which reduced the ratio of expenses to average net assets after reimbursement from Adviser by 0.01%.
10 Includes voluntary fee waiver which increased the ratio of net investment income to average net assets after reimbursement form Adviser by 0.01%.

 

See accompanying Notes to Financial Statements.

18

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

 

 

Note 1 – Organization

FPA New Income Fund (the “Fund”) is a diversified series of Investment Managers Series Trust III, (formerly, FPA Funds Trust), (the “Trust”), which is registered as an open-end management company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is to seek current income and long-term total return taking into consideration capital preservation. First Pacific Advisors, LP (the “Adviser”) has served as the Fund’s investment adviser since July 11, 1984.

 

On July 28, 2023, the Fund acquired the assets and assumed the liabilities of FPA New Income, Inc. (the “Predecessor Fund”) in a tax-free reorganization pursuant to the Agreement and Plan of Reorganization (the “Plan of Reorganization”). The Plan of Reorganization was approved by the Trust’s Board and by the Predecessor Fund’s Board on May 8, 2023. The tax-free reorganization was accomplished on July 28, 2023. As a result of the reorganization, the Fund assumed the performance and accounting history of the Predecessor Fund. Financial information included for the dates prior to the reorganization is that of the Predecessor Fund.

 

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

 

Shares Issued Net Assets
830,265,591 $ 7,897,367,462

 

The net unrealized depreciation of investments transferred was $299,644,964 as of the date of the acquisition.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services— Investment Companies”.

 

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

 

Note 2 – Accounting Policies

The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

 

(a) Valuation of Investments

The Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale). The Board of Trustees has designated the Adviser as the Fund’s valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Adviser has adopted and implemented policies and procedures to be followed when the Fund must utilize fair value pricing. Securities for which representative market quotations are not readily available or are considered unreliable by the Adviser are valued as determined in good faith under procedures adopted by the authority of the Fund's Board of Directors. Various inputs may be reviewed in order to make a good faith determination of a security's value. These inputs include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations of investments that would have been used had greater market activity occurred.

19

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

(b) Investment Transactions, Investment Income and Expenses

Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Premiums for callable debt securities are amortized to the earliest call date, if the call price was less than the purchase price. If the call price was not at par and the security was not called, the security is amortized to the next call price and date. Income and expenses of the Fund are allocated on a pro rata basis to each class of shares relative net assets, except for distribution and service fees which are unique to each class of shares relative net assets. Expenses incurred by the Trust with respect to more than one fund are allocated in proportion to the net assets of each fund except where allocation of direct expenses to each fund or an alternative allocation method can be more appropriately made.

 

(c) Mortgage-Backed Securities

The Fund may invest in mortgage-backed securities ("MBS"), representing direct or indirect interests in pools of underlying residential or commercial mortgage loans that are secured by real property. These securities provide investors with payments consisting of both principal and interest as the mortgages in the underlying mortgage pools are paid.

 

The timely payment of principal and interest (but not the market value) on MBS issued or guaranteed by Ginnie Mae (formally known as the Government National Mortgage Association or GNMA) is backed by Ginnie Mae and the full faith and credit of the US government. Obligations issued by Fannie Mae (formally known as the Federal National Mortgage Association or FNMA) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation or FHLMC) are historically supported only by the credit of the issuer, but currently are guaranteed by the US government in connection with such agencies being placed temporarily into conservatorship by the US government. Some MBS are sponsored or issued by private entities. Payments of principal and interest (but not the market value) of such private MBS may be supported by pools of residential or commercial mortgage loans or other MBS that are guaranteed, directly or indirectly, by the US government or one of its agencies or instrumentalities, or they may be issued without any government guarantee of the underlying mortgage assets but may contain some form of non-government credit enhancement.

20

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

Collateralized mortgage obligations ("CMO") are a type of MBS. A CMO is a debt security that may be collateralized by whole mortgage loans or mortgage pass-through securities. The mortgage loans or mortgage pass-through securities are divided into classes or tranches with each class having its own characteristics. Investors typically receive payments out of the interest and principal on the underlying mortgages. The portions of these payments that investors receive, as well as the priority of their rights to receive payments, are determined by the specific terms of the CMO class.

 

The yield characteristics of MBS differ from those of traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other obligations generally may be prepaid at any time. Prepayments on a pool of mortgage loans are influenced by a variety of economic, geographic, social and other factors. Generally, prepayments on fixed-rate mortgage loans will increase during a period of falling interest rates and decrease during a period of rising interest rates. Certain classes of CMOs and other MBS are structured in a manner that makes them extremely sensitive to changes in prepayment rates.

 

(d) Federal Income Taxes

The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized gains to their shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.

 

Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.

 

The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund's current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of March 31, 2025 and during the prior three open tax years, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

21

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

(e) Distributions to Shareholders

The Fund will make distributions of net investment income monthly and net capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.

 

The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement and tax purposes.

 

(f) Illiquid Securities

Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Adviser, at any time determines that the value of illiquid securities held by the Fund exceeds 15% of its net asset value, the Adviser will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Fund’s written LRMP.

 

(g) Use of Estimates

The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

(h) Stripped Mortgage-Backed Interest Only (“I/O”) and Principal Only (“P/O”) Securities

Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. In certain cases, one class will receive all of the interest payments on the underlying mortgages (the I/O class), while the other class will receive all of the principal payments (the P/O class). The Fund currently has investments in I/O securities. The yield to maturity on I/Os is sensitive to the rate of principal repayments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield-to-maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may not fully recoup its initial investment in I/Os.

 

(i) Credit Risk

Debt securities are subject to credit risk, meaning that the issuer of the debt security may default or fail to make timely payments of principal or interest. The values of any of the Fund's investments may also decline in response to events affecting the issuer or its credit rating. The lower rated debt securities in which the Fund may invest are considered speculative and are generally subject to greater volatility and risk of loss than investment grade securities, particularly in deteriorating economic conditions. The Fund invests a significant portion of its assets in securities of issuers that hold mortgage-and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market's perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain securities held by the Fund.

22

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

Note 3 – Investment Advisory and Other Agreements

The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the “Agreement”) with the Adviser. Under the terms of the Agreement, the Fund pays a monthly investment advisory fee to the Adviser at the annual rate of 0.50% of the Fund’s average daily net assets. In addition, the Adviser has voluntarily agreed to waive the advisory fee it receives from the Fund by 0.046% through January 31, 2026 of the Fund’s average daily net assets. The Adviser will not seek recoupment of the advisory fees voluntarily waived.

 

The Adviser has contractually agreed to reimburse the Fund for Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage fees and commissions payable by the Fund in connection with the purchase or sale of portfolio securities, and extraordinary expenses, including litigation expenses not incurred in the Fund's ordinary course of business) in excess of 0.454% of the average daily net assets of the Institutional Class shares of the Fund through January 31, 2026, and in excess of 0.554% of the average daily net assets of the Investor Class shares of the Fund through January 31, 2026. This agreement may only be terminated earlier by the Fund’s Board of Trustees (the “Board”) or upon termination of the Agreement. For the six-months ended March 31, 2025, the Adviser waived a portion of its advisory fees totaling $5,090,485.

 

UMBFS serves as the Fund’s fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Fund’s other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian. The Fund’s allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the six-months ended March 31, 2025, are reported as “Fund services fees” on the Statement of Operations.

 

Distribution Services, LLC, serves as the Fund’s distributor (the “Distributor”). Prior to December 6, 2024, UMB Distribution Services, LLC (“UMB Distribution Services”), a wholly owned subsidiary of UMBFS, served as the Fund’s distributor. The Distributor does not receive compensation from the Fund for its distribution services. The Adviser pays the Distributor a fee for its distribution-related services.

 

Certain trustees and officers of the Trust are employees of UMBFS, MFAC or the Adviser. The Fund does not compensate trustees and officers affiliated with the Fund’s co-administrators or the Adviser. For the six-months ended March 31, 2025, the Fund’s allocated fees incurred to Trustees of the Trust who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (collectively, the “Independent Trustees”) are reported on the Statement of Operations.

 

The Fund's Board of Trustees has adopted a Deferred Compensation Plan (the “Plan”) for the Independent Trustees that enables Trustees to elect to receive payment in cash or the option to defer some or all of their fees. If a trustee elects to defer payment, the Plan provides for the creation of a deferred payment account. A Trustee’s deferred fees are deemed to be invested in designated mutual funds available under the Plan. The Fund's liability for these amounts is adjusted for market value changes in the invested fund and remains a liability to the Fund until distributed in accordance with the Plan. The Trustees Deferred compensation liability under the Plan constitutes a general unsecured obligation of the Fund and is disclosed in the Statement of Assets and Liabilities. Contributions made under the plan and the change in unrealized appreciation/depreciation and income are included in the Trustees' fees and expenses in the Statement of Operations.

 

Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Fund’s allocated fees incurred for CCO services for the six-months ended March 31, 2025, are reported on the Statement of Operations.

23

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

Note 4 – Federal Income Taxes

At March 31, 2025, gross unrealized appreciation/(depreciation) of investments, based on cost for federal income tax purposes were as follows:

 

Cost of investments   $ 8,743,199,167  
         
Gross unrealized appreciation   $ 207,753,118  
Gross unrealized depreciation     (80,717,084 )
         
Net unrealized appreciation/(depreciation)   $ 127,036,034  

 

Note 5 – Investment Transactions

For the period ended March 31, 2025, purchases and sales of investments, excluding short-term investments, were $2,174,359,266 and $1,803,353,963, respectively.

 

Note 6 – Indemnifications

In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.

 

Note 7 – Shareholder Servicing Plan

Pursuant to the Shareholder Service Plan adopted by the Board, on behalf of the Fund, the Fund may pay a fee at an annual rate of up to 0.10% and 0.25% of its average daily net assets attributable to the Institutional Class and Investor Class shares of the Fund, respectively. The Fund does not pay these service fees on shares purchased directly. In addition, the Adviser may, at its own expense, pay financial representatives and/or shareholder servicing agents for these services. Such fees are reported on the Statement of Operations.

 

Note 8 – Commitments and Contingencies

The Fund may enter into unfunded loan commitments. Unfunded loan commitments may be partially or wholly unfunded. During the contractual period, the Fund is obliged to provide funding to the borrower upon demand. Unfunded loan commitments are fair valued in accordance with the valuation policy described in Note 2(a) and unrealized appreciation or depreciation, if any, is recorded on the Statement of Assets and Liabilities. As of March 31, 2025, the total unfunded amount was 0.12% of the Fund’s net assets.

 

As of March 31, 2025, the Fund had the following unfunded loan commitments outstanding:

 

Loan   Principal     Cost     Value    

Unrealized

Appreciation/

(Depreciation)

    Unfunded Commitment  
Lealand Finance Super Senior Exit LC   $ 10,625,126     $ (16,660 )   $ (2,337,528 )   $ (2,320,868 )   $ 10,625,126  

 

Note 9 – Fair Value Measurements and Disclosure

Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.

24

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

Under Fair Value Measurements and Disclosures, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized into three broad Levels as described below:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different Levels of the fair value hierarchy. In such cases, for disclosure purposes, the Level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest Level input that is significant to the fair value measurement in its entirety.

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of March 31, 2025, in valuing the Fund’s assets carried at fair value:

 

Investments   Level 1     Level 2     Level 3     Total  
Asset-Backed Securities                                
Auto     -     $ 679,054,129       -     $ 679,054,129  
Collateralized Loan Obligation     -       321,205,970       -       321,205,970  
Equipment     -       1,159,875,893     $ 8,535,892       1,168,411,785  
Other     -       762,063,944       -       762,063,944  
Commercial Mortgage-Backed Securities                                
Agency     -       1,340,382,351       -       1,340,382,351  
Agency Stripped     -       29,024,239       -       29,024,239  
Non-Agency     -       233,114,488       -       233,114,488  
Corporate Bank Debt     -       -       16,941,357       16,941,357  
Corporate Bonds                                
Communications     -       5,922,334       -       5,922,334  
Financials     -       79,103,404       81,414,000       160,517,404  
Health Care     -       42,849,450       -       42,849,450  
Residential Mortgage-Backed Securities                                
Agency Collateralized Mortgage Obligation     -       1,550,381       -       1,550,381  
Agency Pool Adjustable Rate     -       160,699,041       -       160,699,041  
Agency Pool Fixed Rate     -       1,784,389,421       -       1,784,389,421  
Non-Agency Collateralized Mortgage Obligation     -       396,596,121               396,596,121  
U.S. Treasury Notes & Bonds     -       1,339,392,195       -       1,339,392,195  
Common Stocks                                
Metals & Mining     -       -       49,921,392       49,921,392  
Real Estate Services   $ 6,722,388       -       -       6,722,388  
Transportation & Logistics     -       -       93,257,290       93,257,290  
Short-Term Investments     42,239,858       235,979,663       -       278,219,521  
    $ 48,962,246     $ 8,571,203,024     $ 250,069,931     $ 8,870,235,201  

25

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

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

 

    Asset-Backed Securities - Equipment     Corporate Bank Debt     Corporate Bonds     Common Stocks     Residential Mortgage-Backed Securities - Non-Agency Collateralized Mortgage Obligation  
Beginning balance September 30, 2024   $ 9,745,908     $ 14,265,059     $ 81,414,000     $ 126,049,792     $ 4,166,581  
Transfers into Level 3 during the period     -       -       -       -       -  
Transfers out of Level 3 during the period     -       -       -       -       (5,633,862 )
Total realized gain/(loss)     750       13,454       -       -       23,850  
Total unrealized appreciation/(depreciation)     260,492       2,734,557       -       17,128,890       (81,990 )
Amortization of Discount (Amortization of Premium)     -       19,851       -       -       8,083  
Net purchases     -       5,249       -       -       1,748,292  
Net sales     (1,471,258 )     (96,813 )     -       -       (230,954 )
Balance as of March 31, 2025   $ 8,535,892     $ 16,941,357     $ 81,414,000     $ 143,178,682     $ -  

 

The following table presents additional quantitative information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level 3 as of March 31, 2025:

 

Asset Class   Fair Value
March 31, 2025
    Valuation
Methodologies
  Unobservable Input   Input
Range/Value
    Valuation
Weighted Average
of Input
    Impact to Valuation
From an Increase in
Input(1)
Asset-Backed Securities - Equipment   $ 8,535,892     Third-Party Broker Quote(3)   Quotes/Prices   $ 87.50     $ 87.50     Increase
Common Stocks   $ 93,257,290     Pricing Model(4)   Quotes/Prices   $ 20.00     $ 20.00     Increase
    $ 49,921,392     Pricing Model(5)   Transaction Terms   $ 1.25     $ 1.25     Increase
Corporate Bank Debt   $ 19,134,796     Third-Party Broker Quote(3)   Quotes/Prices     $34.00 - $95.22     $ 81.79     Increase
    $ 2,670     Pricing Model(6)   Residual Value   $ 0.01     $ 0.01     Increase
    $ (2,196,109 )   Pricing Model(7)   Quotes/Prices   $ 90.00     $ 90.00     Increase
Corporate Bonds   $ 81,414,000     Pricing Model(8)   Cost   $ 100.00     $ 100.00     Decrease

 

(1) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect.
(2) The Pricing Model technique for Level 3 securities is based on the recent purchase price of the security, until independent vendor pricing is available.
(3) The Third Party Broker Quote technique involves obtaining an independent third-party broker quote for the security.
(4) The Pricing Model technique for Level 3 securities involves the last reported trade in the security.
(5) The Pricing Model technique for Level 3 securities involves the terms of a completed third-party acquisition of the company. If the financial condition of the underlying assets were to deteriorate, or if the market comparables were to fall, the value of the investment could be lower.
(6) The Pricing Model technique for Level 3 securities involves evaluation of the residual value of a term loan that is pending any final liquidation distributions from the bankruptcy trustee.
(7) The Pricing Model technique for Level 3 securities involves recently quoted funding prices of the security.
(8) The fair value of the investment is based on the initial purchase price or more recent capital activity. If the financial condition of the underlying assets were to deteriorate, or if the market comparables were to fall, the value of the investment could be lower.

26

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

Note 10 – Investments in Affiliated Issuers

An affiliated issuer is an entity in which the Fund has ownership of a least 5% of the voting securities. Issuers that are affiliates of the Fund at period-end are noted in the Fund’s Schedule of Investments. Additional security purchases and the reduction of certain securities shares outstanding of existing portfolio holdings that were not considered affiliated in prior years may result in the Fund owning in excess of 5% of the outstanding shares at period-end. The table below reflects transactions during the period with entities that are affiliates as of September 30, 2024 and may include acquisitions of new investments, prior year holdings that became affiliated during the period and prior period affiliated holdings that are no longer affiliated as of period-end:

 

Affiliated Security   Shares Held
as of
September 30, 2024
  Beginning Value as of September 30, 2024     Purchases at Cost     Proceeds from Sales     Net Realized Gain (Loss) on Sales Affiliated Investment     Change in Unrealized Appreciation (Depreciation)   Transfer In (Out)   Ending Value as of March 31, 2025     Shares Held as of March 31, 2025     Dividend Income From Affiliated Investments  
AIPCF VII A-BL Aggregator Cayman LP   39,831,957   $ 49,921,392     $         -     $         -     $          -     $ -   $        -   $ 49,921,392       39,831,957     $          -  
PHI Group, Inc.   3,806,420     76,128,400       -       -       -       17,128,890     -     93,257,290       3,806,420       -  
Total       $ 126,049,792     $ -     $ -     $ -     $ 17,128,890   $ -   $ 143,178,682             $ -  

 

Note 11 – Restricted Securities

Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with the Fund’s investment objective and investment strategies. Investments in restricted securities are valued at net asset value as a practical expedient for fair value, or fair value as determined in good faith in accordance with procedures adopted by the Board. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material.

 

As of March 31, 2025, the Fund invested in the following restricted securities:

 

Issuer   Initial Acquisition
Date
  Cost     Fair Value     Fair Value as a %
of Net Assets
 
Apollo Debt Solution BDC Senior Notes, 8.620%, 9/28/2028   8/10/2023   $ 26,023,000     $ 26,023,000       0.29 %
Capstone Acquisition Holdings, Inc. Term Loan, 8.925% (1-Month Term SOFR+460 basis points), 11/12/2029   4/30/2021     19,157,389       19,134,796       0.22 %
Copper Property CTL Pass Through Trust   10/5/2017     25,752,396       6,722,388       0.08 %
Heartland Dental LLC/Heartland Dental Finance Corp., 10.500% (1-Month Term SOFR+500 basis points), 04/30/2028   8/2/2021     40,475,641       42,849,450       0.48 %
Hlend Senior Notes, 8.170%, 03/15/2028   2/16/2023     42,500,000       42,500,000       0.48 %
JC Penney Corp., Inc., 5.568% (3-Month USD Libor+425 basis points), 06/23/2025   2/3/2021     -       2,670       0.00 %
Lealand Finance Company B.V. Senior Exit LC, 5.250%, 06/30/2027   2/28/2020     (16,660 )     (2,337,528 )     -0.03 %
McDermott Technology Americas, Inc., 8.439%, (1-Month Term SOFR+400 basis points), 12/31/2027   3/25/2024     171,989       141,419       0.00 %
OCREDIT BDC Senior Notes, 7.770%, 03/07/2029   2/22/2024     12,891,000       12,891,000       0.14 %
PHI Group, Inc.   8/19/2019     31,131,405       93,257,290       1.05 %
Prop 2017-1A, 5.300%, 3/15/2042   2/9/2017     9,661,991       8,535,892       0.10 %
        $ 207,748,151     $ 249,720,377       2.81 %

 

Note 12 – Market Disruption and Geopolitical Risks

Certain local, regional, or global events such as war, acts of terrorism, the spread of infectious illness and/or other public health issues, financial institution instability or other events may have a significant impact on a security or instrument. These types of events and others like them are collectively referred to as “Market Disruptions and Geopolitical Risks” and they may have adverse impacts on the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Some of the impacts noted in recent times include but are not limited to embargos, political actions, supply chain disruptions, tariffs, bank failures, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate impacted markets. The duration of these events could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment. The ultimate impact of “Market Disruptions and Geopolitical Risks” on the financial performance of the Fund’s investments is not reasonably estimable at this time. Management is actively monitoring these events.

 

Note 13 – New Accounting Pronouncements

Effective January 24, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments to require mutual funds and exchange-traded funds (“ETFs”) to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information deemed important for retail investors to assess and monitor their fund investments. Certain information, including financial statements, will no longer appear in the Fund’s streamlined shareholder reports but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has adopted procedures in accordance with the SEC’s rules and form amendments.

27

 

FPA New Income Fund

NOTES TO FINANCIAL STATEMENTS - Continued

March 31, 2025 (Unaudited)

 

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”),” which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by Topic 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management has evaluated the impact of applying ASU 2023-07, and the Fund has adopted the ASU during the reporting period. The adoption of the ASU does not have a material impact on the financial statements. Required disclosure is included in Note 1.

 

Note 14 – Events Subsequent to the Fiscal Period End

The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of the Fund’s financial statements.

 

There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.

28

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Not Applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Not Applicable.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

This information is included in Item 7, as part of the financial statements.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Not applicable. 

 

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end investment companies.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

The registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

 

Item 16. Controls and Procedures.

 

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

 

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

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a) Not Applicable.

 

(b) Not Applicable.

 

Item 19. Exhibits.

 

(a) (1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

 

(a) (2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Instruction to paragraph (a)(2). Not Applicable.

 

(a) (3) A separate certification for each principal executive and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), Filed herewith.

 

(a) (4) Not Applicable.

 

(a) (5) Not Applicable.

 

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

 

 

SIGNATURES

 

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

 

(Registrant) Investment Managers Series Trust III  
     
By (Signature and Title)    /s/ Maureen Quill  
  Maureen Quill, President and Principal Executive Officer  
     
Date 6/9/2025  

 

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

 

By (Signature and Title)    /s/ Maureen Quill  
  Maureen Quill, President and Principal Executive Officer  
     
Date 6/9/2025  
     
By (Signature and Title) /s/ Rita Dam  
  Rita Dam, Treasurer and Principal Financial Officer  
     
Date 6/9/2025