N-CSR 1 fp0082268-1_ncsr.htm

 

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 811-21719

 

INVESTMENT MANAGERS SERIES TRUST
(Exact name of registrant as specified in charter)

 

235 W. Galena Street

Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)

 

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, CA 91740

(Name and address of agent for service)

 

(626) 385-5777

Registrant's telephone number, including area code

 

 

Date of fiscal year end: December 31

 

Date of reporting period: December 31, 2022

 

 

Item 1. Report to Stockholders.

 

(a)The registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is as follows:

 

 

Aristotle/Saul Global Equity Fund
Class I Shares (ARSOX)

 

Aristotle International Equity Fund
Class I Shares (ARSFX)

 

Aristotle Strategic Credit Fund
Class I Shares (ARSSX)

 

Aristotle Value Equity Fund
Class I Shares (ARSQX)

 

Aristotle Small Cap Equity Fund
Class I Shares (ARSBX)

 

Aristotle Core Equity Fund
Class I Shares (ARSLX)

 

ANNUAL REPORT

December 31, 2022

 

 

Aristotle Funds

Each a series of Investment Managers Series Trust

 

Table of Contents

 

Aristotle/Saul Global Equity Fund  
Shareholder Letter 1
Fund Performance 10
Schedule of Investments 12
   
Aristotle International Equity Fund  
Shareholder Letter 16
Fund Performance 24
Schedule of Investments 25
   
Aristotle Strategic Credit Fund  
Shareholder Letter 29
Fund Performance 37
Schedule of Investments ..39
   
Aristotle Value Equity Fund  
Shareholder Letter 47
Fund Performance 55
Schedule of Investments 56
   
Aristotle Small Cap Equity Fund  
Shareholder Letter 60
Fund Performance 69
Schedule of Investments 70
   
Aristotle Core Equity Fund  
Shareholder Letter 75
Fund Performance 83
Schedule of Investments 84
   
Statements of Assets and Liabilities 88
Statements of Operations 90
Statements of Changes in Net Assets 92
Financial Highlights 98
Notes to Financial Statements 104
Report of Independent Registered Public Accounting Firm 117
Supplemental Information 119
Expense Examples 132

 

This report and the financial statements contained herein are provided for the general information of the shareholders of the Aristotle Funds. This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus.

 

www.aristotlefunds.com

 

 

 

ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

Dear Fellow Shareholders,

 

Markets Review

 

Global equity markets faltered in 2022, as the MSCI ACWI Index (Net) finished lower for the first three quarters of the year, leading to a full-year return of -18.36%. Additionally, the MSCI ACWI Value Index (Net) outperformed the MSCI ACWI Growth Index (Net) for the year by 21.06%, value’s second consecutive year of outperformance and the largest since 2000.

 

Meanwhile, despite fixed income’s tendency to provide stability when equities are turbulent, the Bloomberg Global Aggregate Bond Index fell 16.25%. On the currency front, the U.S. dollar strengthened against global currencies during the year, rising approximately 7.87%, as measured by DXY, the U.S. Dollar Index. This caused the euro to break parity with the dollar in July, the British pound to touch its lowest point in over 200 years against the dollar and the Japanese yen to hit a low not seen since 1990.

 

Looking back on 2022, various headwinds, such as persistent inflation, central bank policy actions, geopolitical uncertainty, the continued war in Ukraine and ongoing impacts from the pandemic impacted the global economy. As a result, the International Monetary Fund (IMF) projects global growth to slow from 6.0% in 2021 to 3.2% and 2.7% in 2022 and 2023, respectively.

 

One of the major themes for the year was undoubtedly, global inflation as it hit multidecade highs. The IMF expects global inflation to rise to 8.8% in 2022 and then fall to 6.5% in 2023 and 4.1% in 2024. This provided reason for many central banks to maintain a hawkish stance, including the U.S. Federal Reserve (Fed), which raised its benchmark rate to a range of 4.25% to 4.50%. Likewise, the European Central Bank raised its benchmark lending rate to 2.50%, and the Bank of England increased its benchmark rate to 3.50%—the highest level in 14 years. Even the Bank of Japan, the world’s largest creditor, announced a surprising hawkish shift to its yield curve control policy, allowing the 10-year bond yield to move 0.50%, instead of the previously set 0.25%, on either side of its 0.00% target.

 

The uncertainty surrounding inflation and the global economy was exacerbated by Russia’s invasion of Ukraine. The war and subsequent sanctions caused further supply-chain disruptions, spiked prices of commodities such as wheat and oil, deflated global growth estimates and renewed tensions between the U.S. and China. Most recently, Russia withdrew its forces from Kherson, a significant strategic region forming a land bridge from Russia to Crimea as Ukraine continues its successful resistance. In addition to the progress of Ukrainian troops, the G7 formally set a price cap on Russian oil at $60 per barrel. This measure is expected to limit Russia’s ability to continue to finance its war in Ukraine.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the most recent month-end, please call (844) 274- 7868.

 

FOR MORE INFORMATION, PLEASE CONTACT:

Phone: (888) 661-6691 | Email: funds@aristotlecap.com | Web: www.aristotlefunds.com

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ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

Additionally, China continued to struggle in maintaining COVID-19 as the country reported record-high COVID cases. Nevertheless, the country began finally easing its zero-COVID policy by shortening quarantine periods, relaxing contact tracing and lifting travel requirements.

 

On the political front, the instability in the U.K. generated numerous headlines as both Prime Minister Boris Johnson resigned and his successor, Prime Minister Truss, became the shortest-serving prime minister in British History after just 44 days in office. This year also marked the tragic deaths of former Prime Minister Shinzo Abe and Queen Elizabeth II.

 

Although it was a challenging year for investors, these volatile periods are precisely why we emphasize the phrase, “not every quarter, not every year.” Short-term returns are always subject to change, and macroeconomic factors are impossible to predict. As such, we remain focused on the long-term fundamentals of businesses, and we strive to identify undervalued, high-quality companies that can weather the complex and changing market dynamics. We believe this steadfast approach will allow us to provide lasting long-term value to our clients.

 

Performance Review

 

The Aristotle/Saul Global Equity Fund posted a total return of -17.49% at NAV for the year ending December 31, 2022, while the MSCI ACWI Index (Net) returned -18.36% and the MSCI World Index (Net) returned -18.14% over the same period.

 

The Fund’s outperformance relative to the MSCI ACWI Index (Net) over the year can be attributed to sector allocation, while security selection detracted from relative performance. Security selection in Financials and Communication Services, as well as an underweight in Communication Services contributed the most to relative performance. Conversely, security selection in Industrials, Information Technology and Health Care detracted the most from relative performance.

 

Compared to the Index, the Fund remains underweight Emerging Markets and U.S. equities and overweight Japanese equities; this relative positioning is the result of bottom-up, fundamental analysis and not an expression of a top-down macro view. Security selection in the U.S. and Developed Asia, as well as an underweight in the U.S. contributed the most to relative performance for the year, while security selection in the United Kingdom, Japan and Developed Europe & Middle East detracted the most from relative performance.

 2 

 

ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

2022 Top Contributors to Relative Fund Return
TotalEnergies
Munich Reinsurance
Amgen
FirstCash Holdings
FMC Corporation
2022 Top Detractors from Relative Fund Return
Nemetschek
Nidec
PayPal Holdings
Sony
Adobe

 

 

TotalEnergies, one of the world’s largest energy companies, was a primary contributor for the year. The company has made progress in its strategic plan to reach net-zero emissions by 2050 which, in contrast to many European energy providers, it plans to achieve through expanding ownership of renewable power and low-carbon assets, rather than purely divestment. As such, it acquired a 25% stake in Adani New Industries, an Indian venture centered on green hydrogen (including solar panels and wind turbines), as well as a 50% interest in Clearway Energy Group, the fifth-largest renewable company in the U.S. Both of these acquisitions strengthen our conviction that TotalEnergies is uniquely positioned to benefit from the increase in global demand for clean energy. It is also notable that higher commodity prices and wider refining margins have been constructive for the company’s financial performance. In recent years, TotalEnergies’ reduction in CapEx and operating expenses has improved its FREE cash flow generation, now further aided by the favorable energy environment. This has supported its continued ability to return cash to shareholders, one of our catalysts.

 

Munich Re, the world’s largest reinsurance company, was the leading contributor for the year. Despite the negative impacts of Hurricane Ian—the deadliest hurricane to strike the state of Florida since 1935—and volatility in capital markets, Munich Re continued to experience strong fundamental developments to its overall business. Specifically, the company saw significant improvements in profitability in business units such as Life and Health Reinsurance and strong premium growth across all of its business units as it continues to win market share, leverage its global scale and demonstrate underwriting discipline. The company also announced the formation of its new Global Specialty Insurance (GSI) division, which will be comprised of various primary insurance businesses that are currently classified within the reinsurance segment. Management believes this restructuring will allow them to efficiently support the various business lines while driving further expansion in the specialty primary insurance space. Additionally, Munich Re remains committed to investing in technology that improves efficiency across its value chain, exemplified by its acquisition of apinity GmbH, an application programming interface (API) solutions provider. In the long run, we believe the company is well positioned to continue to win market share and improve profitability.

 

Sony, the global provider of videogames and consoles,image sensors, and music, as well as movies, was a major detractor for the year The share price of the company has struggled this year following its strong performance in 2021. Signs of a slowdown in the gaming industry (as people seem inclined to take on outdoor activities as pandemic fears have subsided), combined with sales of its PlayStation 5 that have been held up by a global parts shortage, have led to soft gaming-related software sales. Rather than focusing on short-term demand dislocations, we focus on the company’s ability to continue migrating videogame users toward the firm’s subscription offerings, as well as its capacity to leverage content across its video, music and gaming platforms. We are also impressed with the expansion of Sony’s Music segment, which has been supported by the pervasiveness of streaming services.

 3 

 

ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

Adobe, the content creation and publishing software provider, was the largest detractor for the year. Although the company has achieved record revenues with strength in all its businesses, the company’s shares declined due to the macroeconomic environment and Adobe’s announcement of its $20 billion acquisition of Figma, a web-first collaborative interface design platform. What at first glance may seem like a steep price, Figma’s web-based, multi-player platform could accelerate the delivery of Adobe’s Creative Cloud technologies on the web, increasing Adobe’s reach and total addressable market. Management expects the deal to close in 2023 and the transaction to be accretive by the end of the third year of integration. As is the case with any significant acquisition, we will take our time to understand this deal’s rationale and follow management’s ability to take Figma to “new heights.” This has been the case with previous acquisitions, including Marketo and Magento (although each at a much smaller purchase price). In general, we admire management teams that are able to recognize the evolving needs of their clients and are unafraid of “competing with themselves” by developing new offerings. We will continue to study this acquisition and better understand the desire of content creators to collaborate over the web.

 

 4 

 

ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

Investment Activity

 

During the year, we made the following purchases and sales in the Fund:

 

2022 Fund Purchases
Brookfield Asset Management 1Q2022
Dolby Laboratories 1Q2022
FMC Corporation 1Q2022
Michelin 1Q2022
Munich Reinsurance 2Q2022
Koninklijke DSM 4Q2022
Norwegian Cruise Line Holdings 4Q2022

 

2022 Fund Sales
Axalta Coating Systems 1Q2022
Bank of America 1Q2022
Chubb 1Q2022
Dassault Systèmes 1Q2022
Walgreens Boots Alliance 1Q2022
Twitter 2Q2022
Carnival 4Q2022
Haleon 4Q2022
Marui Group 4Q2022

 

 

One of our objectives is to clearly articulate the thought process behind our investments to our fellow shareholders. Below is an example of a sale (Carnival) and a purchase (Norwegian Cruise Line Holdings) we made in the Fund this year. Those securities were one the last sales and purchases for the year.

 

Sale

 

We first purchased shares of Carnival, the world’s largest cruise line, during the second quarter of 2019. At the time, we believed the company was improving in quality, as the industry (and shipyards) had consolidated to a point where returns on capital could increase systematically over time. In addition, cruising is underpenetrated when compared to land-based alternatives. Despite the difficulties faced by the cruise industry during the pandemic, in our opinion, consumer appetite for cruising remains high, with cumulative advanced bookings at the upper end of historical ranges. As discussed below, we believe Carnival’s peer Norwegian Cruise Line is more optimally positioned for the coming years.

 

Purchase

 

Norwegian Cruise Line Holdings is the world’s third-largest cruise company. Headquartered in Miami, Florida (though incorporated in Bermuda), the company was founded in 1966 as the first cruise line to offer weekly departures to the Caribbean. Today, it operates three well-known brands:

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ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Prior to the pandemic, the brands’ combined 29 ships carried more than 2.7 million passengers to approximately 500 destinations globally each year.

 

Norwegian has the youngest and fastest-growing fleet of the major cruise operators, with a higher mix of affluent passengers and luxury-focused ships. The company is also known for its innovation, having introduced Freestyle Cruising, which provides guests more flexibility. This includes offering enhanced restaurant options, open seating, simplified tipping and extended hours. Norwegian mainly serves U.S. customers (78% of bookings) and sails predominately to North American destinations (65% of revenue).

 

High-Quality Business

Some of the quality characteristics we have identified for Norwegian include:

 

·Scale and market share in a consolidated industry (top three players account for more than 70% share);
·Pricing power due to Norwegian’s premium position with upscale offerings; and
·High barriers to entry given the capital required to build new cruise ships, coupled with limited shipbuilder capacity.

 

Attractive Valuation

 

On a normalized basis, we believe Norwegian’s operating margins and earnings will be higher than current levels. Consequently using our estimates of normalized FREE cash flows to calculate the company’s Cash Flow Return on Economic Value (CFRoEV) results in the stock being offered at an attractive discount to its intrinsic value.

 

Compelling Catalysts

 

Catalysts we have identified for Norwegian, which we believe will cause its stock price to appreciate over our three- to five-year investment horizon, include:

 

·Well positioned to gain market share from land-based alternatives, as the company’s product offerings benefit from the increase in consumer “experiential” spending;
·Debt reduction—management’s stated top priority—should allow for increased cash returns to shareholders; and
·Further improvements in ROIC as newer, more efficient ships enter the fleet, with nine additional ships expected to be delivered through 2027.

 

This information is for illustrative purposes only and is not a recommendation to buy or sell a particular security. There is no guarantee that the securities discussed will prove to be profitable. Please refer to disclosures at the end of this document.

 6 

 

ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

Outlook

 

2022 proved a tumultuous year for most investors, with no shortage of macroeconomic and geopolitical events gripping the world’s attention and stirring volatility in markets. Global inflation reached multi-decade highs, central banks made drastic shifts in monetary policy, governments navigated instability and changes in leadership, and rising tensions between Eastern and Western nations came to a head with a ground war in Europe. This year serves as a staunch reminder that there is “always something” to consider in financial markets and economics. However, for us at Aristotle Capital, it is important to assess whether events are truly analyzable. In our opinion, macroeconomic factors and the market’s corresponding reactions are impossible to predict consistently. We will therefore, as we always have, stay focused on what we do best—the continuous study and better understanding of individual businesses. We remain convinced this “bottom-up” approach will allow us to best serve our clients, as fundamentals, not headline news, reflect long-term value.

 

     
Gregory Padilla, CFA Alberto Jimenez Crespo, CFA Howard Gleicher, CFA
Principal, Portfolio Manager Principal, Portfolio Manager CEO & Chief Investment Officer
Aristotle Capital Management, LLC Aristotle Capital Management, LLC Aristotle Capital Management, LLC

 

 7 

 

ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

Aristotle/Saul Global Equity Fund, Class I (ARSOX)

 

Performance Update December 31, 2022

 

Total Return 4Q22 1 Year 3 Years 5 Years 7 Years 10 Years Annualized Since Inception (3/30/12) Gross/Net Expense Ratio
ARSOX 12.90% -17.49% 4.79% 5.84% 8.23% 6.48% 6.20% 0.95%/0.80%
MSCI ACWI Index (Net) 9.76% -18.36% 4.00% 5.23% 8.10% 7.98% 7.77% N/A
MSCI World Index (Net) 9.77% -18.14% 4.94% 6.14% 8.52% 8.85% 8.58% N/A

 

Performance results for periods greater than one year have been annualized.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the-most recent month end, please call (844) 274- 7868. The Fund’s advisor has contractually agreed to waive certain fees and/or absorb expenses, through April 30, 2023, to the extent that the total annual operating expenses do not exceed 0.80% of average daily net assets of the Fund. The Fund’s advisor may seek reimbursement from the Fund for waived fees and/or expenses paid for three fiscal years from the date of the waiver or payment. Without these reductions, the Fund’s performance would have been lower. A redemption fee of 1.00% will be imposed on redemptions of shares within 30 days of purchase.

 

On May 1, 2020, the Fund’s name changed from Aristotle/Saul Global Opportunities Fund to Aristotle/Saul Global Equity Fund. Also, on May 1, 2020, the Fund’s Principal Investment Strategies changed and performance prior to May 1, 2020 represents a different fund strategy.

 

Important Information:

 

There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal.

 

The views in this letter were as of December 31, 2022 and may not necessarily reflect the same views on the date this letter is first published or any time thereafter. These views are intended to help shareholders in understanding the Fund’s investment methodology and do not constitute investment advice.

 

Past performance is not indicative of future results. You should not assume that any of the securities transactions, sectors or holdings discussed in this report are or will be profitable, or that recommendations Aristotle Capital makes in the future will be profitable or equal the performance of the securities listed in this report. There is no assurance that any securities, sectors or industries discussed herein will be included in or excluded from the Fund. The opinions expressed are as of the date of publication and are subject to change due to changes in the market or economic conditions and may not necessarily come to pass. Aristotle Capital reserves the right to modify its current investment strategies and techniques based on changing market dynamics or client needs. This is not a recommendation to buy or sell a particular security. Recommendations made in the last 12 months are available upon request.

 8 

 

ARISTOTLE/SAUL GLOBAL EQUITY FUND 2022
Annual
Commentary

 

An investment in the Fund is subject to risks, and you could lose money on your investment in the Fund. The principal risks of investing in the Fund include, but are not limited to, investing in foreign securities, emerging markets, small-capitalization and mid-capitalization companies. To learn more about the Principal Risks of Investing in the Fund, please reference the prospectus.

 

Definitions:

 

·The MSCI All Country World Index (ACWI) is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets. The MSCI ACWI captures large and mid cap representation across 23 Developed Markets (DM) and 24 Emerging Markets (EM) countries. With approximately 2,900 constituents, the index covers approximately 85% of the global investable equity opportunity set.
·The MSCI World Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance in 23 developed market countries. The MSCI World Index includes the following countries: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.
·The MSCI ACWI Value Index captures large and mid cap securities exhibiting overall value style characteristics across 23 developed markets countries and 24 emerging markets countries.
·The MSCI ACWI Growth Index captures large and mid cap securities exhibiting overall growth style characteristics across 23 developed markets countries and 25 emerging markets countries.
·The Bloomberg Global Aggregate Bond Index is a flagship measure of global investment grade debt from 24 local currency markets. This multi-currency benchmark includes treasury, government-related, corporate and securitized fixed-rate bonds from both developed and emerging markets issuers.
·FREE cash flow is generally calculated as cash flow from operations less capital expenditures.
·The U.S. Dollar Index (DXY) is a measure of the value of the U.S. dollar relative to the value of a basket of currencies of the majority of the United States’ most significant trading partners.

 

The volatility (beta) of the Fund may be greater or less than that of the benchmarks. An investor cannot invest directly in these indices.

 

Portfolio composition will change due to ongoing management of the Fund. References to specific securities or sectors should not be construed as recommendations by the Fund, its Advisor or Distributor.

 

The companies identified herein are examples of holdings and are subject to change without notice. The companies have been selected to help illustrate the investment process described herein. A complete list of holdings is available upon request. This information should not be considered a recommendation to purchase or sell any particular security. It should not be assumed that any of the holdings listed have been or will be profitable, or that investment decisions made in the future will be profitable. Aristotle Capital reserves the right to modify its current investment strategies and techniques based on changing market dynamics or client needs.

 

As of December 31, 2022, the 10 largest holdings in the Fund and their weights as a percent of total net assets exclusive of cash were: Microsoft, 3.81%; Lennar, 3.40%; Microchip Technology, 3.12%; Danaher, 3.04%; TotalEnergies, 3.01%; Martin Marietta Materials, 2.79%; Munich Reinsurance, 2.73%; Sony Group, 2.66%; Amgen, 2.65%; DBS Group, 2.64%.

 

ACM-2301-233

 9 

 

Aristotle/Saul Global Equity Fund

FUND PERFORMANCE at December 31, 2022 (Unaudited)

 

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares, made at its inception, with a similar investment in the MSCI All Country World Index (net) (MSCI ACWI Index (net)) and in the MSCI World Index (net). Results include the reinvestment of all dividends and capital gains.

 

The MSCI World Index captures large and mid cap representation across 23 Developed Markets (DM) countries. With 1,600 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country. The MSCI All Country World Index (ACWI) captures large and mid capitalization representation across 23 developed markets and 24 emerging markets countries. With over 2,700 constituents, the Index covers approximately 85% of the global investable equity opportunity set. The index does not reflect expenses, fees, or sales charge, which would lower performance. This index is unmanaged and it is not available for investment.

 

Average Annual Total Returns as of December 31, 2022 1 Year 5 Years 10 Years
Aristotle/Saul Global Equity Fund – Class I -17.49% 5.84% 6.48%
MSCI ACWI Index (net) -18.36% 5.23% 7.98%
MSCI World Index (net) -18.14% 6.14% 8.85%

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling (888) 661-6691.

 

Gross and net expense ratios for the Class I shares were 0.95% and 0.80%, respectively, which were the amounts stated in the current prospectus dated May 1, 2022. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.80% of the Fund’s average daily net assets. This agreement is in effect until April 30, 2023, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.

 10 

 

Aristotle/Saul Global Equity Fund

FUND PERFORMANCE at December 31, 2022 (Unaudited) - Continued

 

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares. Shares redeemed within 30 days of purchase will be charged a 1.00% redemption fee.

 11 

 

Aristotle/Saul Global Equity Fund

SCHEDULE OF INVESTMENTS

As of December 31, 2022

 

 

Number of Shares      Value 
     COMMON STOCKS — 97.0%     
     AUSTRIA — 1.0%     
 21,200   Erste Group Bank A.G.  $678,527 
           
     CANADA — 5.8%     
 7,350   Brookfield Asset Management Ltd. - Class A*   210,458 
 29,400   Brookfield Corp.   924,558 
 60,300   Cameco Corp.   1,366,770 
 25,100   Magna International, Inc.   1,410,118 
         3,911,904 
           
     FRANCE — 7.1%     
 47,000   Cie Generale des Etablissements Michelin SCA   1,307,316 
 2,100   LVMH Moet Hennessy Louis Vuitton S.E.   1,528,356 
 31,400   TotalEnergies S.E.   1,971,323 
         4,806,995 
           
     GERMANY — 7.2%     
 5,500   Muenchener Rueckversicherungs-Gesellschaft A.G. in Muenchen   1,789,767 
 21,100   Nemetschek S.E.   1,077,134 
 1,650   Rational A.G.   980,251 
 9,100   Symrise A.G.   990,168 
         4,837,320 
           
     HONG KONG — 2.1%     
 131,000   AIA Group Ltd.   1,456,768 
           
     IRELAND — 1.7%     
 14,600   Medtronic PLC   1,134,712 
           
     JAPAN — 12.9%     
 7,000   FANUC Corp.   1,057,947 
 42,100   KDDI Corp.   1,277,371 
 73,100   Kubota Corp.   1,012,060 
 100,700   Mitsubishi UFJ Financial Group, Inc.   682,127 
 14,200   Nidec Corp.   739,971 
 38,600   Otsuka Holdings Co., Ltd.   1,266,176 
 49,800   Pan Pacific International Holdings Corp.   930,809 
 22,800   Sony Group Corp.   1,743,356 
         8,709,817 
           
     KOREA (REPUBLIC OF-SOUTH) — 2.4%     
 40,500   Samsung Electronics Co., Ltd.   1,622,971 

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Aristotle/Saul Global Equity Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
     COMMON STOCKS (Continued)     
     NETHERLANDS — 3.6%     
 11,000   Heineken N.V.  $1,034,768 
 11,200   Koninklijke DSM N.V.   1,370,327 
         2,405,095 
           
     SINGAPORE — 2.6%     
 68,246   DBS Group Holdings Ltd.   1,728,315 
           
     SWEDEN — 1.2%     
 39,500   Assa Abloy A.B. - Class B   846,788 
           
     SWITZERLAND — 2.0%     
 20,000   Alcon, Inc.   1,366,497 
           
     UNITED KINGDOM — 3.8%     
 62,700   GSK PLC   1,089,670 
 241,000   Rentokil Initial PLC   1,480,029 
         2,569,699 
           
     UNITED STATES — 43.6%     
 4,400   Adobe, Inc.*   1,480,732 
 6,600   Amgen, Inc.   1,733,424 
 23,800   Coca-Cola Co.   1,513,918 
 7,500   Danaher Corp.   1,990,650 
 18,500   Dolby Laboratories, Inc. - Class A   1,304,990 
 19,300   FirstCash Holdings, Inc.   1,677,363 
 13,800   FMC Corp.   1,722,240 
 5,400   General Dynamics Corp.   1,339,794 
 6,000   Honeywell International, Inc.   1,285,800 
 24,600   Lennar Corp. - Class A   2,226,300 
 5,400   Martin Marietta Materials, Inc.   1,825,038 
 29,100   Microchip Technology, Inc.   2,044,275 
 10,400   Microsoft Corp.   2,494,128 
 44,500   Norwegian Cruise Line Holdings Ltd.*   544,680 
 16,900   Oshkosh Corp.   1,490,411 
 9,900   PayPal Holdings, Inc.*   705,078 
 8,000   Procter & Gamble Co.   1,212,480 
 11,900   QUALCOMM, Inc.   1,308,286 
 15,500   RPM International, Inc.   1,510,475 
         29,410,062 
     TOTAL COMMON STOCKS     
     (Cost $53,668,293)   65,485,470 

 13 

 

Aristotle/Saul Global Equity Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
    SHORT-TERM INVESTMENTS — 2.9%    
 1,935,190   Goldman Sachs Financial Square Government Fund - Institutional, 4.07%1  $1,935,190 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $1,935,190)   1,935,190 
           
     TOTAL INVESTMENTS — 99.9%     
     (Cost $55,603,483)   67,420,660 
     Other Assets in Excess of Liabilities — 0.1%   78,661 
     TOTAL NET ASSETS — 100.0%  $67,499,321 

 

PLC – Public Limited Company

 

*Non-income producing security.
1The rate is the annualized seven-day yield at period end.

 

See Accompanying Notes to Financial Statements.

 14 

 

Aristotle/Saul Global Equity Fund
SUMMARY OF INVESTMENTS
As of December 31, 2022

 

 

Security Type/Sector  Percent of Total Net Assets 
Common Stocks    
Technology   21.5%
Industrials   14.1%
Financials   13.6%
Health Care   12.7%
Materials   11.0%
Consumer Discretionary   10.4%
Consumer Staples   6.9%
Energy   4.9%
Communications   1.9%
Total Common Stocks   97.0%
Short-Term Investments   2.9%
Total Investments   99.9%
Other Assets in Excess of Liabilities   0.1%
Total Net Assets   100.0%

 

See Accompanying Notes to Financial Statements.

 15 

 

ARISTOTLE INTERNATIONAL EQUITY FUND 2022
Annual
Commentary

 

Dear Fellow Shareholders,

 

Markets Review

 

Global equity markets faltered in 2022, as the MSCI ACWI Index (Net) finished lower for the first three quarters of the year, leading to a full-year return of -18.36%. Additionally, the MSCI ACWI Value Index (Net) outperformed the MSCI ACWI Growth Index (Net) for the year by 21.06%, value’s second consecutive year of outperformance and the largest since 2000.

 

Meanwhile, despite fixed income’s tendency to provide stability when equities are turbulent, the Bloomberg Global Aggregate Bond Index fell 16.25%. On the currency front, the U.S. dollar strengthened against global currencies during the year, rising approximately 7.87%, as measured by DXY, the U.S. Dollar Index. This caused the euro to break parity with the dollar in July, the British pound to touch its lowest point in over 200 years against the dollar and the Japanese yen to hit a low not seen since 1990.

 

Looking back on 2022, various headwinds, such as persistent inflation, central bank policy actions, geopolitical uncertainty, the continued war in Ukraine and ongoing impacts from the pandemic impacted the global economy. As a result, the International Monetary Fund (IMF) projects global growth to slow from 6.0% in 2021 to 3.2% and 2.7% in 2022 and 2023, respectively.

 

One of the major themes for the year was undoubtedly, global inflation as it hit multidecade highs. The IMF expects global inflation to rise to 8.8% in 2022 and then fall to 6.5% in 2023 and 4.1% in 2024. This provided reason for many central banks to maintain a hawkish stance, including the U.S. Federal Reserve (Fed), which raised its benchmark rate to a range of 4.25% to 4.50%. Likewise, the European Central Bank raised its benchmark lending rate to 2.50%, and the Bank of England increased its benchmark rate to 3.50%—the highest level in 14 years. Even the Bank of Japan, the world’s largest creditor, announced a surprising hawkish shift to its yield curve control policy, allowing the 10-year bond yield to move 0.50%, instead of the previously set 0.25%, on either side of its 0.00% target.

 

The uncertainty surrounding inflation and the global economy was exacerbated by Russia’s invasion of Ukraine. The war and subsequent sanctions caused further supply-chain disruptions, spiked prices of commodities such as wheat and oil, deflated global growth estimates and renewed tensions between the U.S. and China. Most recently, Russia withdrew its forces from Kherson, a significant strategic region forming a land bridge from Russia to Crimea as Ukraine continues its successful resistance. In addition to the progress of Ukrainian troops, the G7 formally set a price cap on Russian oil at $60 per barrel. This measure is expected to limit Russia’s ability to continue to finance its war in Ukraine.

 

Additionally, China continued to struggle in maintaining COVID-19 as the country reported record-high COVID cases. Nevertheless, the country began finally easing its zero-COVID policy by shortening quarantine periods, relaxing contact tracing and lifting travel requirements.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the- performance information quoted. To obtain performance information current to the most recent month-end, please call (844) 274 7868.

 

FOR MORE INFORMATION, PLEASE CONTACT:

Phone: (844) 274-7868 | Email: funds@aristotlecap.com | Web: www.aristotlefunds.com

 16 

 

ARISTOTLE INTERNATIONAL EQUITY FUND 2022
Annual
Commentary

 

On the political front, the instability in the U.K. generated numerous headlines as both Prime Minister Boris Johnson resigned and his successor, Prime Minister Truss, became the shortest-serving prime minister in British History after just 44 days in office. This year also marked the tragic deaths of former Prime Minister Shinzo Abe and Queen Elizabeth II.

 

Although it was a challenging year for investors, these volatile periods are precisely why we emphasize the phrase, “not every quarter, not every year.” Short-term returns are always subject to change, and macroeconomic factors are impossible to predict. As such, we remain focused on the long-term fundamentals of businesses, and we strive to identify undervalued, high-quality companies that can weather the complex and changing market dynamics. We believe this steadfast approach will allow us to provide lasting long-term value to our clients.

 

Performance Review

 

For the year, the Aristotle International Equity Fund returned -20.91% at NAV, underperforming the -14.45% total return of the MSCI EAFE Index (Net).

 

The Fund’s underperformance for the year relative to the MSCI EAFE Index (Net) can primarily be attributed to security selection. Relative sector weights, the by-product of our bottom-up stock selection decisions, also detracted from relative performance. Security selection in the Information Technology, Industrials and Materials sectors detracted from relative performance, while security selection in Consumer Staples and Communication Services, as well as a lack of exposure in Real Estate contributed to relative performance.

 

Additionally, security selection in Developed Europe & Middle East and the United Kingdom, as well as our exposure in Canada detracted the most from relative performance. Conversely, an overweight in the United Kingdom and an underweight in Developed Europe & Middle East, as well as exposure to Emerging Markets contributed to relative performance.

 

2022 Top Contributors to Relative Fund Return
Pan Pacific International Holdings
Munich Reinsurance
TotalEnergies
Credicorp
DBS Group Holdings

 

2022 Top Detractors to Relative Fund Return
Nemetschek
Accenture
Dassault Systèmes
Nidec
Sony

 

 

Nidec, the global supplier of brushless motors, was one of the largest detractors for the year. The company came under pressure since as the semiconductor shortage and its inability to fully pass increases in material costs on to its customers impacted short term results. However, on a normalized basis, we believe the impact of material prices will be neutral, as Nidec can negotiate with clients and pass on portions of the cost variation.

 17 

 

ARISTOTLE INTERNATIONAL EQUITY FUND 2022
Annual
Commentary

 

Management has also reiterated confidence in its growing business supplying traction motors for electric vehicles, still expecting to ship 3.5 million of such motors in fiscal year 2025. The company plans to invest approximately ¥300 billion to ready itself to supply the developing electric vehicle market and has six factories that are either already running or in the process of being built. We believe Nidec’s experience delivering electric power steering motors to auto OEMs for more than 20 years, as well as its expertise in power efficiency, provides a unique advantage to establishing additional relationships for electric vehicle motors with OEMs.

 

Sony, the global provider of videogames and consoles, image sensors, and music, as well as movies, was a major detractor for the year The share price of the company has struggled this year following its strong performance in 2021. Signs of a slowdown in the gaming industry (as people seem inclined to take on outdoor activities as pandemic fears have subsided), combined with sales of its PlayStation 5 that have been held up by a global parts shortage, have led to soft gaming-related software sales. Rather than focusing on short-term demand dislocations, we focus on the company’s ability to continue migrating videogame users toward the firm’s subscription offerings, as well as its capacity to leverage content across its video, music and gaming platforms. We are also impressed with the expansion of Sony’s Music segment, which has been supported by the pervasiveness of streaming services.

 

Munich Re, the world’s largest reinsurance company, was the leading contributor for the year. Despite the negative impacts of Hurricane Ian—the deadliest hurricane to strike the state of Florida since 1935—and volatility in capital markets, Munich Re continued to experience strong fundamental developments to its overall business. Specifically, the company saw significant improvements in profitability in business units such as Life and Health Reinsurance and strong premium growth across all of its business units as it continues to win market share, leverage its global scale and demonstrate underwriting discipline. The company also announced the formation of its new Global Specialty Insurance (GSI) division, which will be comprised of various primary insurance businesses that are currently classified within the reinsurance segment. Management believes this restructuring will allow them to efficiently support the various business lines while driving further expansion in the specialty primary insurance space. Additionally, Munich Re remains committed to investing in technology that improves efficiency across its value chain, exemplified by its acquisition of apinity GmbH, an application programming interface (API) solutions provider. In the long run, we believe the company is well positioned to continue to win market share and improve profitability.

 

TotalEnergies, one of the world’s largest energy companies, was also a primary contributor for the year. The company has made progress in its strategic plan to reach net-zero emissions by 2050 which, in contrast to many European energy providers, it plans to achieve through expanding ownership of renewable power and low-carbon assets, rather than purely divestment. As such, it acquired a 25% stake in Adani New Industries, an Indian venture centered on green hydrogen (including solar panels and wind turbines), as well as a 50% interest in Clearway Energy Group, the fifth-largest renewable company in the U.S. Both of these acquisitions strengthen our conviction that TotalEnergies is uniquely positioned to benefit from the increase in global demand for clean energy. It is also notable that higher commodity prices and wider refining margins have been constructive for the company’s financial performance. In recent years, TotalEnergies’ reduction in capex and operating expenses has improved its FREE cash flow generation, now further aided by the favorable energy environment. This has supported its continued ability to return cash to shareholders, one of our catalysts.

 18 

 

ARISTOTLE INTERNATIONAL EQUITY FUND 2022
Annual
Commentary

 

Investment Activity

 

During the year, we made the following purchases and sales in the Fund:

 

2022 Fund Purchases
Munich Reinsurance 2Q2022
Haleon 3Q2022
Koninklijke DSM 4Q2022

 

2022 Fund Sales
Close Brothers Group 2Q2022
Reckitt Benckiser 3Q2022
Carnival 4Q2022
Marui Group 4Q2022

 

 

One of our objectives is to clearly articulate the thought process behind our investments to our fellow shareholders. Below is an example of a sale (Marui Group) and a purchase (Koninklijke DSM) we made in the Fund this year.

 

Sale

 

We first invested in Japan-based Marui Group in the first quarter of 2016. At the time, we viewed the company as a credit card company disguised as a retailer. Over the years, Marui executed on two key catalysts. On the retail front, the company transitioned from a consignment-based model to a rental revenue-based business model, which improved profitability. Meanwhile, Marui’s credit card business continued to expand and shifted the group’s business mix from Retailing to the higher-margin FinTech segment, which is now ~95% of operating income. The shift was recognized by investors and index providers, with Marui moving from the Consumer Discretionary sector to the Financials sector. We decided to exit our investment during the fourth quarter as catalysts have largely played out and we view Koninklijke DSM as a more optimal investment.

 

Purchase

 

Founded in 1902, Koninklijke (“royal” in Dutch) DSM is a Dutch multinational corporation. Originally a mining company (DSM stands for Dutch State Mines), DSM is now a leading science-based company in the fields of health, nutrition and bioscience. The company has more than 20,000 employees (including ~1,500 scientists in 35 research laboratories) across over 40 countries. DSM produces pure active ingredients (e.g., vitamins, lipids, minerals, enzymes and UV filters) that go into a wide range of products, including food, drinks, medical nutrition, cosmetics, and pet and animal products.

 

Over the past two decades, DSM has gone through a dramatic transformation, divesting nearly all of its cyclical, commodity chemicals businesses and investing the proceeds in specialty nutrition product companies with more stable sales and higher profit margins. The pending merger with Firmenich (expected to close in the first half of 2023), a global flavors and fragrances ingredients company, completes DSM’s transition to a pure-play nutrition, health and ingredients company. The combined businesses will have more than €11 billion in annual revenue across four segments: Animal Nutrition & Health (29% of sales), Perfumery & Beauty (28%), Food & Beverage (24%) and Health, Nutrition & Care (19%).

 19 

 

ARISTOTLE INTERNATIONAL EQUITY FUND 2022
Annual
Commentary

 

High-Quality Business

 

Some of the quality characteristics we have identified for DSM include:

 

·Leading market share positions in numerous categories, including vitamins and premix (particularly in the Animal Nutrition & Health and Food & Beverage segments);
·Many markets DSM participates in are consolidated and enjoy stable margins due to high barriers to entry; and
·Scale and global footprint results in close relationships with customers (e.g., “Global Products, Local Solutions” strategy).

 

Attractive Valuation

 

Valuation is attractive based on our estimates for higher normalized cash earnings power. Moreover, we believe the current valuation reflects DSM’s historical status as a commodity conglomerate and does not fully appreciate the improvement in quality that can be created following the merger with Firmenich. We recognize the Firmenich transaction is the largest in DSM’s history and brings considerable integration risks; however, we believe current valuation provides a margin of safety for the long-term investor.

 

Compelling Catalysts

 

Catalysts we have identified for DSM, which we believe will cause its stock price to appreciate over our three- to five-year investment horizon, include:

 

·Successful integration of Firmenich merger, as well as previous bolt-on acquisitions, can produce revenue and expense synergies, along with an improved business mix;
·Continued market share gains from recently launched product innovations (e.g., Bovaer, an animal health nutritional product that reduces methane emissions); and
·Balance sheet optionality as low leverage allows for increased return of capital to shareholders while simultaneously continuing bolt-on acquisitions.

 

This information is for illustrative purposes only and is not a recommendation to buy or sell a particular security. There is no guarantee that the securities discussed will prove to be profitable. Please refer to disclosures at the end of this document.

 20 

 

ARISTOTLE INTERNATIONAL EQUITY FUND 2022
Annual
Commentary

 

Outlook

 

2022 proved a tumultuous year for most investors, with no shortage of macroeconomic and geopolitical events gripping the world’s attention and stirring volatility in markets. Global inflation reached multi-decade highs, central banks made drastic shifts in monetary policy, governments navigated instability and changes in leadership, and rising tensions between Eastern and Western nations came to a head with a ground war in Europe. This year serves as a staunch reminder that there is “always something” to consider in financial markets and economics. However, for us at Aristotle Capital, it is important to assess whether events are truly analyzable. In our opinion, macroeconomic factors and the market’s corresponding reactions are impossible to predict consistently. We will therefore, as we always have, stay focused on what we do best—the continuous study and better understanding of individual businesses. We remain convinced this “bottom-up” approach will allow us to best serve our clients, as fundamentals, not headline news, reflect long-term value.

 

     
Sean Thorpe Geoffrey Stewart, CFA Howard Gleicher, CFA
Principal, Portfolio Manager Principal, Portfolio Manager CEO & Chief Investment Officer
Aristotle Capital Management, LLC Aristotle Capital Management, LLC Aristotle Capital Management, LLC

 21 

 

ARISTOTLE INTERNATIONAL EQUITY FUND 2022
Annual
Commentary

 

Aristotle International Equity Fund, Class I (ARSFX)

 

Performance Update December 31, 2022

 

Total Return 4Q22 1 Year 3 Years 5 Years 7 Years Annualized Since Inception (3/31/14) Gross/Net
Expense Ratio
ARSFX 14.25% -20.91% 0.37% 2.47% 4.59% 2.74% 0.93% / 0.80%
MSCI EAFE Index (Net) 17.34% -14.45% 0.87% 1.54% 4.53% 2.84% N/A

 

Performance results for periods greater than one year have been annualized.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than - the performance information quoted. To obtain performance information current to the most recent month -end, please call (844) 274 7868.

 

The Fund’s advisor has contractually agreed to waive certain fees and/or absorb expenses, through April 30, 2023, to the extent that the total annual operating expenses do not exceed 0.80% of average daily net assets of the Fund. The Fund’s advisor may seek reimbursement from the Fund for waived fees and/or expenses paid for three fiscal years from the date of the waiver or payment. Without these reductions, the Fund’s performance would have been lower. A redemption fee of 1.00% will be imposed on redemptions of shares within 30 days of purchase.

 

Important Information:

 

There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal.

 

The views in this letter were as of December 31, 2022 and may not necessarily reflect the same views on the date this letter is first published or any time thereafter. These views are intended to help shareholders in understanding the Fund’s investment methodology and do not constitute investment advice.

 

Past performance is not indicative of future results. You should not assume that any of the securities transactions, sectors or holdings discussed in this report are or will be profitable, or that recommendations Aristotle Capital makes in the future will be profitable or equal the performance of the securities listed in this report. There is no assurance that any securities, sectors or industries discussed herein will be included in or excluded from the Fund. The opinions expressed are as of the date of publication and are subject to change due to changes in the market or economic conditions and may not necessarily come to pass. Aristotle Capital reserves the right to modify its current investment strategies and techniques based on changing market dynamics or client needs. This is not a recommendation to buy or sell a particular security. Recommendations made in the last 12 months are available upon request.

 

An investment in the Fund is subject to risks, and you could lose money on your investment in the Fund. The principal risks of investing in the Fund include, but are not limited to, investing in foreign securities, emerging markets, small-capitalization and mid-capitalization companies. To learn more about the Principal Risks of Investing in the Fund, please reference the prospectus.

 22 

 

ARISTOTLE INTERNATIONAL EQUITY FUND 2022
Annual
Commentary

 

 

Definitions:

 

·The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the United States and Canada. The MSCI EAFE Index consists of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
·The MSCI ACWI Index captures large and mid cap representation across 23 developed market countries and 25 emerging markets countries. With approximately 3,000 constituents, the Index covers approximately 85% of the global investable equity opportunity set.
·The MSCI ACWI Value Index captures large and mid cap securities exhibiting overall value style characteristics across 23 developed markets countries and 25 emerging markets countries.
·The MSCI ACWI Growth Index captures large and mid cap securities exhibiting overall growth style characteristics across 23 developed markets countries and 25 emerging markets countries.
·The Bloomberg Global Aggregate Bond Index is a flagship measure of global investment grade debt from 24 local currency markets. This multi-currency benchmark includes treasury, government-related, corporate and securitized fixed-rate bonds from both developed and emerging markets issuers.
·The U.S. Dollar Index (DXY) is a measure of the value of the U.S. dollar relative to the value of a basket of currencies of the majority of the United States’ most significant trading partners.
·Cash flow refers to the net amount of cash and cash equivalents a company receives and disburses during a period of time.
·FREE cash flow is generally calculated as cash flow from operations less capital expenditures.
·EBITDA or earnings before interest, taxes, depreciation, and amortization, is a measure of a company’s overall financial performance.
·Capital expenditures (CapEx) are funds used by a company to acquire, upgrade and maintain physical assets such as property, plants, buildings, technology or equipment.

 

The volatility (beta) of the Fund may be greater or less than its respective benchmarks. It is not possible to invest directly in these indices.

 

Portfolio composition will change due to ongoing management of the Fund. References to specific securities or sectors should not be construed as recommendations by the Fund, its Advisor or Distributor.

 

As of December 31, 2022, the 10 largest holdings in the Fund and their weights as a percent of total net assets exclusive of cash were: Accenture, 4.57%; Munich Re Group, 3.73%; Sony, 3.65%; Ashtead Group, 3.63%; LVMH Moët Hennessy Louis Vuitton, 3.29%; Pan Pacific International, 3.19%; Dassault Systèmes, 3.14%; DBS Group Holdings, 3.13%; Haleon, 3.06%, TotalEnergies 3.04%.

 

ACM-2301-232

 23 

 

Aristotle International Equity Fund

FUND PERFORMANCE at December 31, 2022 (Unaudited)

 

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares, made at its inception, with a similar investment in the MSCI Europe, Australia, Far East Index (net) (MSCI EAFE Index). Results include the reinvestment of all dividends and capital gains.

 

The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The index does not reflect expenses, fees or sales charge, which would lower performance. This index is unmanaged and it is not available for investment.

 

Average Annual Total Returns as of December 31, 2022 1 Year 5 Years Since Inception Inception Date
Aristotle International Equity Fund – Class I -20.91% 2.47% 2.74% 03/31/14
MSCI EAFE Index (net) -14.45% 1.54% 2.84% 03/31/14

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling (888) 661-6691.

 

Gross and net expense ratios for the Class I shares were 0.93% and 0.80%, respectively, which were the amounts stated in the current prospectus dated May 1, 2022. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.80% of the Fund’s average daily net assets. This agreement is in effect until April 30, 2023, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares. Shares redeemed within 30 days of purchase will be charged a 1.00% redemption fee.

 24 

 

Aristotle International Equity Fund
SCHEDULE OF INVESTMENTS
As of December 31, 2022

 

 

Number of Shares      Value 
     COMMON STOCKS — 98.1%     
     AUSTRIA — 1.9%     
 219,000   Erste Group Bank A.G.  $7,009,313 
           
     CANADA — 8.2%     
 87,850   Brookfield Asset Management Ltd. - Class A*   2,515,469 
 344,000   Brookfield Corp.   10,817,961 
 357,400   Cameco Corp.   8,100,891 
 172,200   Magna International, Inc.   9,673,214 
         31,107,535 
           
     FRANCE — 15.9%     
 123,600   Amundi S.A.1   7,012,203 
 325,400   Cie Generale des Etablissements Michelin SCA   9,051,080 
 325,600   Dassault Systemes S.E.   11,674,130 
 16,800   LVMH Moet Hennessy Louis Vuitton S.E.   12,226,847 
 71,800   Safran S.A.   8,986,144 
 180,100   TotalEnergies S.E.   11,306,856 
         60,257,260 
           
     GERMANY — 8.0%     
 42,600   Muenchener Rueckversicherungs-Gesellschaft A.G. in Muenchen   13,862,556 
 158,600   Nemetschek S.E.   8,096,376 
 77,300   Symrise A.G.   8,410,988 
         30,369,920 
           
     HONG KONG — 2.7%     
 929,900   AIA Group Ltd.   10,340,826 
           
     IRELAND — 6.9%     
 63,578   Accenture PLC - Class A   16,965,153 
 265,900   Experian PLC   9,042,272 
         26,007,425 
           
     JAPAN — 16.3%     
 53,600   FANUC Corp.   8,100,853 
 332,800   KDDI Corp.   10,097,604 
 443,600   Kubota Corp.   6,141,582 
 106,100   Nidec Corp.   5,528,939 
 196,200   Otsuka Holdings Co., Ltd.   6,435,850 
 633,700   Pan Pacific International Holdings Corp.   11,844,454 
 177,100   Sony Group Corp.   13,541,592 
         61,690,874 

 25 

 

Aristotle International Equity Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
     KOREA (REPUBLIC OF-SOUTH) — 2.1%     
 182,100   Samsung Electronics Co., Ltd.  $7,992,960 
           
     NETHERLANDS — 7.1%     
 112,600   Akzo Nobel N.V.   7,540,415 
 105,300   Heineken N.V.   9,905,549 
 76,900   Koninklijke DSM N.V.   9,408,767 
         26,854,731 
           
     PERU — 2.7%     
 76,400   Credicorp Ltd.   10,364,424 
           
     SINGAPORE — 3.1%     
 458,900   DBS Group Holdings Ltd.   11,621,538 
           
     SWEDEN — 1.9%     
 332,300   Assa Abloy A.B. - Class B   7,123,740 
           
     SWITZERLAND — 5.0%     
 152,000   Alcon, Inc.   10,385,379 
 95,400   Novartis A.G.   8,623,863 
         19,009,242 
           
     UNITED KINGDOM — 16.3%     
 236,300   Ashtead Group PLC   13,483,269 
 187,400   Coca-Cola Europacific Partners PLC   10,366,968 
 471,300   GSK PLC   8,190,774 
 2,873,100   Haleon PLC*   11,369,793 
 1,573,700   Rentokil Initial PLC   9,664,405 
 169,900   Unilever PLC   8,524,099 
         61,599,308 
     TOTAL COMMON STOCKS     
     (Cost $375,523,174)   371,349,096 

 26 

 

Aristotle International Equity Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
    SHORT-TERM INVESTMENTS — 1.5%    
 5,873,650   Goldman Sachs Financial Square Government Fund - Institutional, 4.07%2  $5,873,650 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $5,873,650)   5,873,650 
           
     TOTAL INVESTMENTS — 99.6%     
     (Cost $381,396,824)   377,222,746 
     Other Assets in Excess of Liabilities — 0.4%   1,354,060 
     TOTAL NET ASSETS — 100.0%  $378,576,806 

 

PLC – Public Limited Company

*Non-income producing security.
1Security 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 $7,012,203, which represents 1.9% of total net assets of the Fund.
2The rate is the annualized seven-day yield at period end.

 

See Accompanying Notes to Financial Statements.

 27 

 

Aristotle International Equity Fund

SUMMARY OF INVESTMENTS

As of December 31, 2022

 

 

Security Type/Sector  Percent of Total Net Assets 
Common Stocks    
Financials   19.4%
Technology   19.3%
Industrials   14.1%
Consumer Staples   13.7%
Health Care   8.9%
Materials   8.8%
Consumer Discretionary   8.2%
Energy   3.0%
Communications   2.7%
Total Common Stocks   98.1%
Short-Term Investments   1.5%
Total Investments   99.6%
Other Assets in Excess of Liabilities   0.4%
Total Net Assets   100.0%

 

See Accompanying Notes to Financial Statements.

 28 

 

ARISTOTLE STRATEGIC CREDIT FUND 2022
Annual
Commentary

 

Dear Fellow Shareholders,

 

Summary

 

U.S. corporate credit markets sold off sharply in 2022 as credit spreads widened and interest rates rose. Overall, bank loans outperformed high yield bonds and investment grade corporate bonds during the year. Despite relative outperformance, bank loans still fell during the year as the Credit Suisse Leveraged Loan Index returned -1.06%. While high yield bonds bounced in the fourth quarter, the Bloomberg U.S. Corporate High Yield Bond Index returned -11.19% in 2022. Investment grade corporate bonds also bounced slightly in the fourth quarter, but the Bloomberg U.S. Corporate Bond Index returned -15.76% for the year, marking the Index’s worst calendar year loss since inception.

 

U.S. equities bounced in the fourth quarter with the S&P 500 Index gaining 7.56%, breaking its string of three consecutive quarterly losses and ending 2022 with a loss of 18.11%. Signs of slightly easier financial conditions helped risk assets to rally during the quarter. Inflation remained elevated in the U.S. but showed signs of slowing into year-end with a 7.1% rise in the Consumer Price Index (CPI) for the 12-month period ending in November. This moderation in price increases was partly driven by falling energy costs and a weaker U.S. dollar, as the U.S. Dollar Index (DXY) snapped a string of five quarterly gains, falling 7.5% in the fourth quarter. Adding to the sanguine economic picture, the labor market showed signs of remaining tight with November non-farm payrolls printing above expectations and the unemployment rate remaining at 3.7%, only 0.2% above the cycle low seen earlier in the year.

 

The Federal Reserve (Fed) took some solace from the better economic data at its December meeting. The central bank raised its benchmark rate by 50 basis points to a range of 4.25% to 4.50%, a slowdown in the pace of hikes after four consecutive three-quarter point increases. However, the Fed pushed back at the idea of a quick pivot in 2023, indicating wage inflation remains a concern and signaling rates could remain higher for longer, as it maintained a terminal rate projection above 5.1%. Outside the U.S., geopolitical risks continued to simmer. The conflict in Ukraine showed no sign of easing, while China’s abrupt pivot on strict COVID measures drove a significant increase in infections, stoking fears of weaker near-term growth.

 

Market Environment

 

After a relentless move higher in interest rates in the first nine months of the year, U.S. Treasury yields ended the fourth quarter mixed. The yield curve continued to invert during the quarter, as the yield on the U.S. 2-year Treasury note rose roughly 22 basis points and the yield on the U.S. 10-year Treasury note rose around 8 basis points, modest moves relative to the first nine months of the year. Putting the fourth quarter’s yield move in perspective, the year-to-date increase in yield on U.S. 2-year and 10-year notes approached 369 and 236 basis points, respectively. The extent of the yield move undermined the overall U.S. bond market, as the Bloomberg U.S. Aggregate Bond Index suffered its worst year on record, dropping 13.01% in 2022.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the most recent month-end, please call (844) 274- 7868.

 

FOR MORE INFORMATION, PLEASE CONTACT:

Phone: (844) 274-7868 | Email: funds@aristotlecap.com | Web: www.aristotlefunds.com

 

 29 

 

ARISTOTLE STRATEGIC CREDIT FUND 2022
Annual
Commentary

 

U.S. corporate bonds benefited from spread compression in the fourth quarter amidst lower overall volatility. High yield bond spreads ended the quarter roughly 83 basis points tighter, as measured by the Bloomberg U.S. Corporate High Yield Bond Index, while investment grade corporate bond spreads ended the quarter roughly 29 basis points tighter, as measured by the Bloomberg U.S. Corporate Bond Index.

 

New issuance declined sharply in 2022, especially for high yield bonds and bank loans, on the back of higher interest rates and economic uncertainty. The slowdown continued in the fourth quarter, with high yield bond issuance totaling just over $15 billion, bringing the 2022 total to roughly $106 billion, a decline of 78% versus the prior year. Leveraged loan issuance recovered slightly compared to the prior quarter but remained subdued, totaling roughly $47 billion in the fourth quarter and $252 billion for the full year, a 70% decline compared to 2021. Investment grade corporate bond issuance also declined in the fourth quarter but to a lesser extent, as year-to-date issuance fell roughly 17% compared to the prior year.

 

Retail flows moderated in the fourth quarter, as high yield bond funds experienced inflows after three consecutive quarters of outflows. Fourth quarter inflows totaled nearly $6 billion, but year-to-date outflows from high yield bond funds topped $48 billion, a record annual outflow. Leveraged loan funds experienced outflows during the quarter, bringing the year-to-date total outflow to over $12 billion, a sharp reversal from 2021’s inflows. Investment grade corporate bond fund flows also turned negative into the end of the year, with overall investment grade bond funds experiencing an annual outflow for the first time in a decade.

 

Within the high yield bond universe, lower-quality bonds underperformed, as ‘B’s (+4.93%) and ‘BB’s (+4.31%) outperformed ‘CCC’s (+0.51%). From an industry perspective within the high yield bond market, Gaming (+9.10%) outperformed while Media & Entertainment (+0.35%) underperformed. Notably, there were no new high yield bond or leveraged loan defaults in the fourth quarter; however, distressed exchanges totaled $1.4 billion. At the end of December, the 12-month trailing, par-weighted U.S. high yield default rate including distressed exchanges rose to 1.65% (0.84% excluding distressed exchanges), well below the long-term historical average of 3.20% (2.90% excluding distressed exchanges).

 

Performance Review

 

The Aristotle Strategic Credit Fund, which primarily invests in high yield bonds, investment grade corporate bonds and bank loans, returned -6.02% at NAV for the calendar year, outperforming the -7.00% return of its blended benchmark of one-third Bloomberg U.S. High Yield Ba/B 2% Issuer Capped Bond Index, one-third Bloomberg U.S. Intermediate Corporate Bond Index and one-third Credit Suisse Leveraged Loan Index.

 

The Fund outperformed during the year despite an underweight in bank loans, which outperformed both high yield bonds and investment grade bonds during the year. Over the course of 2022, the Fund’s overweight in high yield bonds increased slightly, while the underweight in investment grade corporate bonds was marginally reduced over the course of the year and the Fund remained underweight investment grade corporate bonds as of the end of the year. The Fund’s largest sector underweight continued to be bank loans as the allocation to bank loans decreased slightly throughout the year. The Fund entered 2022 with a duration underweight relative to the blended benchmark, which contributed to relative performance in the first half of the year. Over the course of the year, the duration underweight was reduced and the Fund ended the year with a small duration overweight relative to the blended benchmark.

 30 

 

ARISTOTLE STRATEGIC CREDIT FUND 2022
Annual
Commentary

 

 

 

Annual Attribution Summary

 

Security selection was the primary contributor to the Fund’s performance relative to the blended benchmark in 2022, while sector rotation detracted from relative performance. Security selection contributed to relative performance led by holdings in Energy and Retailers & Restaurants. This was partially offset by selection in Telecommunication and Gaming. Industry allocation also contributed to relative performance led by overweights in Energy and Gaming. This was partially offset by underweights in Pharmaceuticals and Industrials. Conversely, sector rotation detracted from relative performance led by an underweight in bank loans and an overweight in high yield bonds, which was only partially offset by the allocation to cash and investment grade corporate bonds.

 31 

 

ARISTOTLE STRATEGIC CREDIT FUND 2022
Annual
Commentary

 

Top Five Contributors Top Five Detractors
Tenneco AMC Networks
Southern Company Lumen Technologies
American Airlines Air Lease
GLP Financing Ally Financial
Carpenter Technology MPT Operating

 

Outlook and Strategy

 

We believe many of the same themes from the past year continue to be relevant heading into 2023. Inflation remains elevated, the Fed continues to be hawkish, geopolitical risks still linger and volatility persists across asset classes. However, we believe the entry point for U.S. corporate credit is favorable. In our opinion, higher levels of carry and reduced valuations should offer opportunities for positive total return in the new year.

 

Inflation will remain in focus in 2023 and we expect the Fed to further tighten policy. While inflation has come off its highest levels in recent months, it remains significantly elevated compared to recent history and sits well above the Fed’s target rate. In our opinion, inflation will be particularly sticky for labor and services. We believe this should offset the decline in goods inflation apparent in recent months, as supply-chain issues partially recede and retailers sit on excess inventory. While we may be nearing a peak in the Fed Funds rate in the first half of the year, we believe the Fed may remain restrictive for longer than the current market consensus. The futures market is currently pricing in Fed cuts in the back half of 2023, and we believe these should be priced out, as we expect the Fed to hold rates higher for longer. We also believe the yield curve can invert further, as short-end rates lead the way in response to tighter Fed policy in a weakening economic backdrop.

 

While we believe the market handled geopolitical risks well over the past year, the risks have not gone away and we expect to see inevitable surprises (e.g., we believe China could deliver a big surprise in either direction). Nonetheless, we believe the result of continued geopolitical uncertainty is a higher overall price environment. Potentially higher commodity prices and supply chain issues due to geopolitical stress could make it more expensive to do business, which we believe may keep prices higher on average than they would otherwise be.

 

The U.S. economy has been much more resilient than initially expected in the face of rising rates over the past year. The labor market continues to be strong, showing no signs of rolling over into the end of 2022. In turn, a strong labor market has helped to support consumption and spending; however, consumer spending is beginning to shift, as the personal savings rate declines and households increase credit card debt, which swelled by 10% per capita in 2022. This will be an important area to watch heading into 2023, as consumer spending could roll over if the job market begins to falter, increasing the probability of a recession. While we do not expect a sharp downturn, we do think there may be an extended slower growth period ahead with restrictive Fed policy putting downward pressure on consumption.

 32 

 

ARISTOTLE STRATEGIC CREDIT FUND 2022
Annual
Commentary

 

For U.S. corporate credit markets, our base case scenario in the year ahead is higher risk-free rates and slightly wider credit spreads. Corporate credit market technicals were strong into the end of 2022, but we believe they will be more negative heading into the new year, which could drive spreads wider. Quantitative tightening (QT) will also continue to silently weigh on technicals, but we believe the effect of QT could be offset by fund flows should they reverse in 2023.

 

We believe U.S. corporate balance sheets remain strong. Many companies have successfully managed maturities over the near term, and we believe the overall corporate credit market can absorb some economic weakness and wider credit spreads. After a sharp slowdown in high yield bond issuance over the past year, we believe supply will pick up in 2023. While the cost of capital has risen significantly, we do not believe there is a major need for capital right now. We believe the companies planning to come to market in 2023 will be in better shape, and the market should be willing to absorb the supply.

 

Overall, we are cautiously optimistic and expect modestly positive total returns in the new year. Rates can rise further, and credit spreads can widen, but we believe the starting point for markets of higher yields and better valuations provides a cushion. While we expect weaker technicals in the new year, we believe fundamentals remain strong and U.S. corporate credit markets should be able to withstand a mild downturn.

 

In the Fund, we kept overall asset allocation fairly consistent throughout 2022, only slightly increasing an overweight in high yield bonds while decreasing an underweight in investment grade corporate bonds and increasing an underweight in bank loans. As of year-end, we hold a small duration overweight relative to the blended benchmark after reducing a duration underweight throughout 2022. At the industry level, we made similar adjustments to those made in our high yield bond portfolios during the year.

 

High yield bonds remain the largest sector allocation in the Fund, while bank loans remain the largest underweight. We still favor shorter duration high yield bonds to bank loans. Looking ahead, we may begin to reduce exposure to investment grade corporate bonds.

 

As of December 31, the Fund was composed of 69.5% high yield bonds, 24.6% investment grade corporate bonds and 4.2% bank loans. Roughly 1.7% was held in cash. We held overweights in Energy, Lodging & Leisure and Finance Companies alongside underweights in Technology, Banking and Healthcare.

 

   
Douglas Lopez, CFA Terence Reidt, CFA
Principal, Portfolio Manager Principal, Portfolio Manager

 33 

 

ARISTOTLE STRATEGIC CREDIT FUND 2022
Annual
Commentary

 

Aristotle Strategic Credit Fund, Class I (ARSSX)

 

Performance Update December 31, 2022

 

Total Return 4Q22 1 Year 3 Years 5 Years 7 Years Since Inception (12/31/14) Gross/Net Expense Ratio
ARSSX Class I 3.51% -6.02% 1.12% 2.60% 4.02% 3.18% 2.72% / 0.62%
Blended Benchmark* 3.21% -7.00% 0.52% 2.39% 3.77% 3.18% N/A
Bloomberg U.S. High Yield              
Ba/B 2% Issuer Capped Bond Index 4.56% -10.57% 0.25% 2.63% 4.81% 3.83% N/A

 

*The blended benchmark represents a blend of 1/3 Bloomberg U.S. High Yield Ba/B 2% Issuer Capped Bond Index, 1/3 Bloomberg U.S. Intermediate Corporate Bond Index and 1/3 Credit Suisse Leveraged Loan Index. The Bloomberg Barclays U.S. High Yield Loans Index was retired on September 30, 2016 and was replaced with the Credit Suisse Leveraged Loan Index effective October 1, 2016.

 

Performance results for periods greater than one year have been annualized.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal. Returns over one year are annualized. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain current performance information to the most recent month-end, please call (844) 274-7868.

 

The Fund’s advisor has contractually agreed to waive its fees and/or pay expenses, through April 30, 2023, to the extent that the total annual operating expenses do not exceed 0.62% of average daily net assets of the Fund. The Fund’s advisor may seek reimbursement from the Fund for waived fees and/or expenses paid for three fiscal years from the date of the waiver or payment. Without these reductions, the Fund’s performance would have been lower. A redemption fee of 1.00% will be imposed on redemptions of shares within 30 days of purchase.

 

Important Information:

 

There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal.

 

The views in this commentary were as of the date stated and may not necessarily reflect the same views on the date this letter is first published or any time thereafter. These views are intended to help shareholders in understanding the Fund’s investment methodology and do not constitute investment advice.

 

Past performance is not indicative of future results. You should not assume that any of the securities transactions, sectors or holdings discussed in this report are or will be profitable, or that recommendations Aristotle Credit makes in the future will be profitable or equal the performance of the securities listed in this report. There is no assurance that any securities, sectors or industries discussed herein will be included in or excluded from the Fund. Fund composition will change due to ongoing management of the Fund. References to specific securities or sectors should not be construed as recommendations by the Fund, its Advisor or

 34 

 

ARISTOTLE STRATEGIC CREDIT FUND 2022
Annual
Commentary

 

Distributor. The opinions expressed are as of the date of publication and are subject to change due to changes in the market or economic conditions and may not necessarily come to pass. Aristotle Credit reserves the right to modify its current investment strategies and techniques based on changing market dynamics or client needs. This is not a recommendation to buy or sell a particular security. Holdings in the Fund for the last 12 months are available upon request.

 

An investment in the Fund is subject to risks and you could lose money on your investment in the Fund. The principal risks of investing in the Fund include, but are not limited to, investing in fixed income securities, high yield bonds, bank loans, foreign securities and emerging markets. To learn more about the Principal Risks of Investing in the Fund, please reference the prospectus.

 

Definitions:

 

·The Fund is benchmarked to a blend of three indices: 1/3 Bloomberg U.S. High Yield Ba/B 2% Issuer Capped Bond Index, 1/3 Bloomberg U.S. Intermediate Corporate Bond Index and 1/3 Credit Suisse Leveraged Loan Index. The Bloomberg Barclays U.S. High Yield Loans Index was retired on September 30, 2016 and was replaced with the Credit Suisse Leveraged Loan Index effective October 1, 2016.
·The Bloomberg U.S. High Yield Ba/B 2% Issuer Capped Bond Index is an issuer-constrained version of the U.S. Corporate High Yield Bond Index that measures the market of U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bonds rated Ba/B. The Index limits the maximum exposure to any one issuer to 2%.
·The Bloomberg U.S. Intermediate Corporate Bond Index is designed to measure the performance of U.S. corporate bonds that have a maturity of greater than or equal to one year and less than 10 years. The Index includes investment grade, fixed-rate, taxable, U.S. dollar-denominated debt with $250 million or more par amount outstanding, issued by U.S. and non-U.S. industrial, utility and financial institutions.
·The Credit Suisse Leveraged Loan Index is a market-weighted index designed to track the performance of the investable universe of the U.S. dollar-denominated institutional leveraged loan market.
·The Bloomberg U.S. Corporate Bond Index measures the investment grade, fixed-rate, taxable corporate bond market. It includes securities publicly issued by U.S. and non-U.S. industrial, utility and financial issuers that are all U.S. dollar denominated. The Bloomberg U.S. Corporate Bond Index is a component of the Bloomberg U.S. Credit Bond Index.
·The Bloomberg U.S. Corporate High Yield Bond Index measures the U.S. dollar-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody's, Fitch and S&P is Ba1/BB+/BB+ or below. Bonds from issuers with an emerging markets country of risk, based on Bloomberg EM country definition, are excluded.
·The Bloomberg U.S. Aggregate Bond Index is a broad base, market capitalization-weighted bond market index representing intermediate term investment grade bonds traded in the United States. The Index is frequently used as a stand-in for measuring the performance of the U.S. bond market. In addition to investment grade corporate debt, the Index tracks government debt, mortgage-backed securities (MBS) and asset-backed securities (ABS) to simulate the universe of investable bonds that meet certain criteria. In order to be included in the Index, bonds must be of investment grade or higher, have an outstanding par value of at least $100 million and have at least one year until maturity.
·The S&P 500® Index is the Standard & Poor's Composite Index and is a widely recognized, unmanaged index of common stock prices. It is market cap weighted and includes 500 leading companies, capturing approximately 80% coverage of available market capitalization.

 35 

 

ARISTOTLE STRATEGIC CREDIT FUND 2022
Annual
Commentary

 

·The U.S. Dollar Index (DXY) is a measure of the value of the U.S. dollar relative to the value of a basket of currencies of the majority of the United States’ most significant trading partners.
·Consumer Price Index (CPI) is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services.
·Basis points, otherwise known as bps, are a unit of measure to describe the percentage change in the value or rate of a financial instrument. One basis point is equivalent to 0.01% (1/100th of a percent) or 0.0001 in decimal form.
·Duration is a measure of the sensitivity of the price of a bond or other debt instrument to a change in interest rates.

 

The volatility (beta) of the Fund may be greater or less than the benchmarks. An investor cannot invest directly in these indices.

 

Fund composition will change due to ongoing management of the Fund. References to specific securities or sectors should not be construed as recommendations by the Fund, its Advisor or Distributor.

 

As of December 31, 2022, the 10 largest holdings in the Aristotle Strategic Credit Fund, Class I (ARSSX) and their weights as a percent of total net assets exclusive of cash were: RR Donnelley & Sons Co, 2.31%; OneMain Finance Corp, 2.30%; AAdvantage Loyalty IP Ltd, 2.01%; United Airlines Holdings Inc, 1.86%; Griffon Corp, 1.79%; Capital One Financial, 1.79%; Goldman Sachs Group Inc, 1.64%; United Airlines 2019-2 Class B Pass Through Trust, 1.58%; Southern Co., 1.53%; Starwood Property Trust Inc., 1.52%.

 

ACP-2301-63

 36 

 

Aristotle Strategic Credit Fund

FUND PERFORMANCE at December 31, 2022 (Unaudited)

 

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares, made at its inception, with a similar investment in the Bloomberg U.S. High Yield Ba/B 2% Issuer Cap Index and the Aristotle Blended Index. Results include the reinvestment of all dividends and capital gains.

 

The Bloomberg U.S. High Yield Ba/B 2% Issuer Cap Index is an issuer-constrained version of the U.S. Corporate High-Yield Index that measures the market of USD-denominated, non-investment grade, fixed-rate, taxable corporate bonds rated Ba/B. The index limits the maximum exposure to any one issuer to 2%. The Bloomberg Intermediate U.S. Corporate Bond Index is designed to measure the performance of U.S. corporate bonds that have a maturity of greater than or equal to 1 year and less than 10 years. The index includes investment grade, fixed-rate, taxable, U.S. dollar-denominated debt with $250 million or more par amount outstanding, issued by U.S. and non-U.S. industrial, utility, and financial institutions. The Credit Suisse Leveraged Loan Index is designed to mirror the investable universe of the U.S. dollar-denominated leveraged loan market. These indices do not reflect expenses, fees, or sales charge, which would lower performance. These indices are unmanaged and they are not available for investment.

 

Average Annual Total Returns as of December 31, 2022 1 Year 5 Years Since Inception Inception Date
Aristotle Strategic Credit Fund – Class I -6.02% 2.60% 3.18% 12/31/14
Bloomberg U.S. High Yield Ba/B 2% Issuer Cap Index -10.57% 2.63% 3.83% 12/31/14
Aristotle Blended Index* -7.00% 2.39% 3.18% 12/31/14

 

*Aristotle Blended Index is a blend of 1/3 Bloomberg U.S. High Yield Ba/B 2% Issuer Cap Index, 1/3 Bloomberg Intermediate U.S. Corporate Bond Index and 1/3 Credit Suisse Leveraged Loan Index. The Bloomberg Barclays U.S. High Yield Loans Index was retired on September 30, 2016 and was replaced with the Credit Suisse Leveraged Loan Index effective October 1, 2016.

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling (888) 661-6691.

 37 

 

Aristotle Strategic Credit Fund

FUND PERFORMANCE at December 31, 2022 (Unaudited) - Continued

 

 

Gross and net expense ratios for the Fund’s Class I shares were 2.72% and 0.62%, respectively, which were the amounts stated in the current prospectus dated May 1, 2022. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.62% of the Fund’s average daily net assets. This agreement is in effect until April 30, 2023, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares. Shares redeemed within 30 days of purchase will be charged a 1.00% redemption fee.

 38 

 

Aristotle Strategic Credit Fund

SCHEDULE OF INVESTMENTS

As of December 31, 2022

 

 

Principal Amount      Value 
    BANK LOANS — 4.2%    
     COMMUNICATIONS — 1.5%     
     CSC Holdings LLC     
$134,448   6.818% (1-Month Term SOFR+250 basis points), 4/15/20271,2,3  $120,499 
     CONSUMER DISCRETIONARY — 2.3%     
     AAdvantage Loyalty IP Ltd.     
 160,000   8.992% (1-Month USD Libor+475 basis points), 4/20/20281,2,3   159,575 
     Griffon Corp.     
 31,000   7.009% (1-Month Term SOFR+260 basis points), 1/24/20291,2,3   30,525 
         190,100 
           
     TECHNOLOGY — 0.4%     
     Presidio Holdings, Inc.     
 29,250   7.919% (1-Month USD Libor+350 basis points), 1/22/20271,2,3   28,839 
     TOTAL BANK LOANS     
     (Cost $356,040)   339,438 
     CORPORATE BONDS — 92.3%     
     COMMUNICATIONS — 10.5%     
     AMC Networks, Inc.     
 121,000   4.250%, 2/15/20292   75,395 
     CCO Holdings LLC / CCO Holdings Capital Corp.     
 70,000   4.500%, 5/1/20322   55,765 
     Discovery Communications LLC     
 83,000   3.625%, 5/15/20302   68,687 
     DISH DBS Corp.     
 92,000   5.875%, 11/15/2024   85,489 
     Hughes Satellite Systems Corp.     
 108,000   6.625%, 8/1/2026   100,736 
     iHeartCommunications, Inc.     
 100,000   6.375%, 5/1/20262   92,000 
     Lamar Media Corp.     
 111,000   4.875%, 1/15/20292   101,918 
     Lumen Technologies, Inc.     
 99,000   7.650%, 3/15/2042   65,824 
     Sprint Capital Corp.     
 67,000   8.750%, 3/15/2032   79,737 
     VeriSign, Inc.     
 82,000   4.750%, 7/15/20272   79,267 
     Verizon Communications, Inc.     
 68,000   2.550%, 3/21/20312   56,016 
         860,834 

 39 

 

Aristotle Strategic Credit Fund

SCHEDULE OF INVESTMENTS - Continued

As of December 31, 2022

 

 

Principal Amount      Value 
    CORPORATE BONDS (Continued)    
     CONSUMER DISCRETIONARY — 28.1%     
     Asbury Automotive Group, Inc.     
$96,000   4.750%, 3/1/20302  $80,290 
     Bath & Body Works, Inc.     
 55,000   6.694%, 1/15/2027   54,605 
     Beazer Homes USA, Inc.     
 121,000   5.875%, 10/15/20272   105,840 
     Boyd Gaming Corp.     
 85,000   4.750%, 12/1/20272   79,167 
     Brinker International, Inc.     
 91,000   3.875%, 5/15/2023   90,129 
     Carnival Corp.     
 111,000   7.200%, 10/1/20234   109,474 
     Cedar Fair LP / Canada's Wonderland Co. / Magnum Management Corp. /     
     Millennium Op     
 82,000   6.500%, 10/1/20282   79,335 
     Cinemark USA, Inc.     
 75,000   8.750%, 5/1/20252,5   75,736 
     Dana, Inc.     
 77,000   5.625%, 6/15/20282   70,015 
     Delta Air Lines, Inc.     
 40,000   2.900%, 10/28/20242   37,895 
     Ford Motor Co.     
 45,000   9.625%, 4/22/20302   50,905 
     General Motors Financial Co., Inc.     
 87,000   2.350%, 2/26/20272   76,088 
     Goodyear Tire & Rubber Co.     
 113,000   5.000%, 5/31/20262   106,586 
     Griffon Corp.     
 122,000   5.750%, 3/1/20282   111,630 
     JetBlue 2020-1 Class B Pass-Through Trust     
 83,880   7.750%, 5/15/2030   81,202 
     Marriott Ownership Resorts, Inc.     
 123,000   4.750%, 1/15/20282   107,106 
     MGM Resorts International     
 136,000   4.750%, 10/15/20282   118,674 
     Newell Brands, Inc.     
 30,000   4.450%, 4/1/20262   28,224 
     Penske Automotive Group, Inc.     
 50,000   3.500%, 9/1/20252   46,403 
     QVC, Inc.     
 58,000   4.850%, 4/1/2024   53,650 
     RR Donnelley & Sons Co.     
 186,000   6.500%, 11/15/2023   183,805 

 40 

 

Aristotle Strategic Credit Fund

SCHEDULE OF INVESTMENTS - Continued

As of December 31, 2022

 

 

Principal Amount      Value 
    CORPORATE BONDS (Continued)    
     CONSUMER DISCRETIONARY (Continued)     
     Sally Holdings LLC / Sally Capital, Inc.     
$85,000   5.625%, 12/1/20252  $81,880 
     Travel + Leisure Co.     
 110,000   6.000%, 4/1/20272   104,400 
     Tri Pointe Homes, Inc.     
 101,000   5.250%, 6/1/20272   90,166 
     United Airlines 2019-2 Class B Pass-Through Trust     
 145,898   3.500%, 11/1/2029   125,692 
     United Airlines Holdings, Inc.     
 155,000   4.875%, 1/15/2025   148,025 
         2,296,922 
           
     CONSUMER STAPLES — 0.5%     
     Kraft Heinz Foods Co.     
 43,000   3.000%, 6/1/20262   40,294 
     ENERGY — 18.2%     
     Buckeye Partners LP     
 79,000   4.125%, 12/1/20272   69,117 
     Continental Resources, Inc.     
 77,000   4.500%, 4/15/20232   76,814 
     Crestwood Midstream Partners LP / Crestwood Midstream Finance Corp.     
 87,000   5.750%, 4/1/20252   84,634 
     Endeavor Energy Resources LP / EER Finance, Inc.     
 75,000   5.750%, 1/30/20282,5   71,999 
     Energy Transfer LP     
 47,000   6.500% (USD 5 Year Tsy+569 basis points)2,6,7   40,615 
 45,000   6.750% (USD 5 Year Tsy+513 basis points)2,6,7   38,925 
     EQM Midstream Partners LP     
 40,000   4.000%, 8/1/20242   38,439 
     Genesis Energy LP / Genesis Energy Finance Corp.     
 64,000   6.250%, 5/15/20262   58,557 
     Hess Corp.     
 92,000   4.300%, 4/1/20272   88,000 
     HollyFrontier Corp.     
 117,000   2.625%, 10/1/2023   114,673 
     Magnolia Oil & Gas Operating LLC / Magnolia Oil & Gas Finance Corp.     
 80,000   6.000%, 8/1/20262,5   77,400 
     Matador Resources Co.     
 40,000   5.875%, 9/15/20262   38,440 
     Murphy Oil Corp.     
 20,000   5.750%, 8/15/20252   19,653 
     NuStar Logistics LP     
 49,000   5.750%, 10/1/20252   47,170 

 41 

 

Aristotle Strategic Credit Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Principal Amount       
Value
 
    CORPORATE BONDS (Continued)    
     ENERGY (Continued)     
     Oceaneering International, Inc.     
$60,000   4.650%, 11/15/20242  $57,302 
     Patterson-UTI Energy, Inc.     
 90,000   3.950%, 2/1/20282   79,528 
     PDC Energy, Inc.     
 82,000   6.125%, 9/15/20242   80,820 
     Southwestern Energy Co.     
 118,000   5.700%, 1/23/20252   115,935 
     Sunoco LP / Sunoco Finance Corp.     
 106,000   5.875%, 3/15/20282   100,386 
     Targa Resources Corp.     
 44,000   4.200%, 2/1/20332   37,997 
     Vermilion Energy, Inc.     
 80,000   6.875%, 5/1/20302,4,5   73,188 
     Western Midstream Operating LP     
 85,000   3.350%, 2/1/20252   80,473 
         1,490,065 
           
     FINANCIALS — 23.6%     
     Air Lease Corp.     
 116,000   4.125% (USD 5 Year Tsy+315 basis points)2,6,7   79,460 
     Aircastle Ltd.     
 113,000   5.000%, 4/1/20234   112,816 
     Ally Financial, Inc.     
 56,000   8.000%, 11/1/2031   58,037 
     Capital One Financial Corp.     
 145,000   4.985% (SOFR Rate+216 basis points), 7/24/20262,7   142,129 
     Citigroup, Inc.     
 70,000   6.250% (3-Month USD Libor+452 basis points)2,6,7   67,900 
     Crown Castle International Corp.     
 55,000   3.300%, 7/1/20302   48,180 
     Fidelity National Information Services, Inc.     
 55,000   5.100%, 7/15/20322   53,195 
     Fifth Third Bancorp     
 52,000   6.361% (SOFR Rate+219 basis points), 10/27/20282,7   53,585 
     GLP Capital LP / GLP Financing II, Inc.     
 72,000   5.375%, 4/15/20262   70,656 
     Goldman Sachs Group, Inc.     
 128,000   6.124% (3-Month USD Libor+175 basis points), 10/28/20272,3   130,236 
     Icahn Enterprises LP / Icahn Enterprises Finance Corp.     
 118,000   4.750%, 9/15/20242   113,114 
     iStar, Inc.     
 60,000   4.750%, 10/1/20242   59,549 

 42 

 

Aristotle Strategic Credit Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Principal Amount       
Value
 
     CORPORATE BONDS (Continued)     
     FINANCIALS (Continued)     
     MetLife, Inc.     
$44,000   10.750%, 8/1/20392  $58,369 
     Morgan Stanley     
 55,000   6.296% (SOFR Rate+224 basis points), 10/18/20282,7   56,663 
     Navient Corp.     
 103,000   5.875%, 10/25/2024   99,658 
     OneMain Finance Corp.     
 129,000   7.125%, 3/15/2026   122,664 
 81,000   4.000%, 9/15/20302   60,437 
     Pacific Life Global Funding II     
 87,000   1.375%, 4/14/20265   76,801 
     Radian Group, Inc.     
 65,000   6.625%, 3/15/20252   64,049 
     RHP Hotel Properties LP / RHP Finance Corp.     
 101,000   4.750%, 10/15/20272   91,406 
     Service Properties Trust     
 130,000   4.500%, 3/15/20252   112,131 
     Starwood Property Trust, Inc.     
 127,000   4.750%, 3/15/20252   121,190 
     VICI Properties LP / VICI Note Co., Inc.     
 84,000   4.250%, 12/1/20262,5   78,231 
         1,930,456 
           
     HEALTH CARE — 3.4%     
     Encompass Health Corp.     
 72,000   4.500%, 2/1/20282   65,405 
 40,000   4.750%, 2/1/20302   35,126 
     Tenet Healthcare Corp.     
 83,000   4.625%, 7/15/20242   80,946 
     Teva Pharmaceutical Finance Netherlands III B.V.     
 102,000   2.800%, 7/21/20234   99,705 
         281,182 
           
     INDUSTRIALS — 2.7%     
     Spirit AeroSystems, Inc.     
 87,000   3.850%, 6/15/20262   78,735 
     Titan International, Inc.     
 107,000   7.000%, 4/30/20282   101,021 
     United Rentals North America, Inc.     
 45,000   4.000%, 7/15/20302   38,466 
         218,222 

 43 

 

Aristotle Strategic Credit Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Principal Amount      Value 
     CORPORATE BONDS (Continued)     
     MATERIALS — 2.0%     
     Allegheny Technologies, Inc.     
$40,000   5.875%, 12/1/20272  $38,251 
 71,000   5.125%, 10/1/20312   62,523 
     Carpenter Technology Corp.     
 62,000   7.625%, 3/15/20302   62,148 
         162,922 
           
     TECHNOLOGY — 1.0%     
     NXP B.V. / NXP Funding LLC / NXP USA, Inc.     
 45,000   4.400%, 6/1/20272,4   43,153 
     Xilinx, Inc.     
 40,000   2.950%, 6/1/20242   38,927 
         82,080 
           
     UTILITIES — 2.3%     
     AmeriGas Partners LP / AmeriGas Finance Corp.     
 65,000   5.625%, 5/20/20242   63,094 
     Southern Co.     
 122,000   5.113%, 8/1/2027   121,691 
         184,785 
     TOTAL CORPORATE BONDS     
     (Cost $8,208,918)   7,547,762 

 

Number of Shares        
    PREFERRED STOCKS — 0.9%    
     FINANCIALS — 0.9%     
 60   Wells Fargo & Co., 7.500%6,8   71,412 
     TOTAL PREFERRED STOCKS     
     (Cost $83,610)   71,412 
     SHORT-TERM INVESTMENTS — 2.3%     
 189,488   Goldman Sachs Financial Square Government Fund - Institutional, 4.07%9   189,488 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $189,488)   189,488 
           
     TOTAL INVESTMENTS — 99.7%     
     (Cost $8,838,056)   8,148,100 
     Other Assets in Excess of Liabilities — 0.3%   26,133 
     TOTAL NET ASSETS — 100.0%  $8,174,233 

 

LP – Limited Partnership

 44 

 

Aristotle Strategic Credit Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

1Bank 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.
2Callable.
3Floating rate security.
4Foreign security denominated in U.S. dollars.
5Security 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 $453,355, which represents 5.5% of total net assets of the Fund.
6Perpetual security. Maturity date is not applicable.
7Variable rate security.
8Convertible security.
9The rate is the annualized seven-day yield at period end.

 

See Accompanying Notes to Financial Statements.

 45 

 

Aristotle Strategic Credit Fund

SUMMARY OF INVESTMENTS

As of December 31, 2022

 

 

Security Type/Sector  Percent of Total Net Assets 
Bank Loans    
Consumer Discretionary   2.3%
Communications   1.5%
Technology   0.4%
Total Bank Loans   4.2%
Corporate Bonds     
Consumer Discretionary   28.1%
Financials   23.6%
Energy   18.2%
Communications   10.5%
Health Care   3.4%
Industrials   2.7%
Utilities   2.3%
Materials   2.0%
Technology   1.0%
Consumer Staples   0.5%
Total Corporate Bonds   92.3%
Preferred Stocks     
Financials   0.9%
Short-Term Investments   2.3%
Total Investments   99.7%
Other Assets in Excess of Liabilities   0.3%
Total Net Assets   100.0%

 

See Accompanying Notes to Financial Statements.

 46 

 

ARISTOTLE VALUE EQUITY FUND 2022
Annual
Commentary

 

Dear Fellow Shareholders,

 

Markets Review

 

After posting seven consecutive quarters of positive performance prior to 2022, the U.S. equity market faltered, as the S&P 500 Index finished lower for the first three quarters of the year, leading to a full-year return of -18.11%. Additionally, after five straight calendar years of growth outperforming value, the Russell 1000 Value Index outperformed the Russell 1000 Growth Index by 21.60%, the largest outperformance by value since 2000.

 

Meanwhile, despite fixed income’s tendency to provide stability when equities are turbulent, the Bloomberg U.S. Aggregate Bond Index fell 13.01%—its worst year on record. 2022 easily surpassed the Index’s previous worst year, when it declined 2.92% in 1994 as inflation and the corresponding interest rate environment remained primary themes. Macroeconomic headlines were dominated by inflation, while factors such as geopolitical conflict, supply-chain disruptions, labor shortages and increasing commodity and housing prices also played a role.

 

Inflation remained elevated in the U.S., with a 7.1% rise in the Consumer Price Index (CPI) for the 12-month period ending in November. However, increases have slowed since the second half of the year, as the annualized CPI figure has come down steadily since reaching a 40-year high of 9.1% in June. When assessing consumer health, spending proved resilient and the labor market remained tight, with a 3.7% unemployment rate. With respect to the U.S. economy’s overall performance, investors welcomed news that GDP grew at an annual rate of 3.2% in the third quarter following two consecutive quarters of contraction.

 

In response to the elevated level of inflation the Federal Reserve (Fed) increased the benchmark rate to a range of 4.25% to 4.50%. Although the magnitude of rate hikes shifted down at the end of the year, the Fed has indicated that, given the current labor market and its 2% inflation target, there is still more work to be done from a monetary policy standpoint. As such, apprehension around a recession remains; however, the Fed’s decision to step down from 0.75% increases and the weakening dollar alleviated some of those concerns heading into the new year.

 

Although it was a challenging year, these volatile periods are precisely why we emphasize the phrase, “not every quarter, not every year.” Short-term returns are always subject to change, and macroeconomic factors such as inflation, central bank policies and geopolitical conflicts are impossible to predict. Consequently, we remain focused on the long-term fundamentals of businesses, and we strive to identify undervalued, high-quality companies that can weather the complex and changing market dynamics. We believe this steadfast approach will allow us to provide lasting long-term value to our clients.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the most recent month-end, please call (844) 274- 7868.

 

FOR MORE INFORMATION, PLEASE CONTACT:

Phone: (888) 661-6691 | Email: funds@aristotlecap.com | Web: www.aristotlefunds.com

 47 

 

ARISTOTLE VALUE EQUITY FUND 2022
Annual
Commentary

 

Performance Review

 

The Aristotle Value Equity Fund posted a total return of -15.04% at NAV for the year ending December 31, 2022, underperforming the Russell 1000 Value Index, which performed -7.54% over the same period.

 

The Fund’s underperformance relative to the Russell 1000 Value Index over the period can be attributed to both security selection and allocation effects. Security selection in Information Technology, as well as an overweight in Information Technology and an underweight in Energy detracted the most from relative performance for the year. Conversely, security selection in Industrials and Communication Services, as well as an underweight to Communication Services were the primary contributors to relative performance. (Relative weights are the result of bottom-up security selection.).

 

2022 Top Contributors to Relative Fund Return
Corteva
Coterra Energy
Phillips 66
Amgen
General Dynamics

2022 Top Detractors from Relative Fund Return
Adobe
ANSYS
Sony
Qualcomm
Microsoft

 

Adobe, the content creation and publishing software provider, was the largest detractor for the year. Although the company has achieved record revenues with strength in all its businesses, the company’s shares declined due to the macroeconomic environment and Adobe’s announcement of its $20 billion acquisition of Figma, a web-first collaborative interface design platform. What at first glance may seem like a steep price, Figma’s web-based, multi-player platform could accelerate the delivery of Adobe’s Creative Cloud technologies on the web, increasing Adobe’s reach and total addressable market. Management expects the deal to close in 2023 and the transaction to be accretive by the end of the third year of integration. As is the case with any significant acquisition, we will take our time to understand this deal’s rationale and follow management’s ability to take Figma to “new heights.” This has been the case with previous acquisitions, including Marketo and Magento (although each at a much smaller purchase price). In general, we admire management teams that are able to recognize the evolving needs of their clients and are unafraid of “competing with themselves” by developing new offerings. We will continue to study this acquisition and better understand the desire of content creators to collaborate over the web.

 

Sony, the global provider of videogames and consoles, image sensors, and music, as well as movies, was a major detractor for the year The share price of the company has struggled this year following its strong performance in 2021. Signs of a slowdown in the gaming industry (as people seem inclined to take on outdoor activities as pandemic fears have subsided), combined with sales of its PlayStation 5 that have been held up by a global parts shortage, have led to soft gaming-related software sales. Rather than focusing on short-term demand dislocations, we focus on the company’s ability to continue migrating videogame users toward the firm’s subscription offerings, as well as its capacity to leverage content across its video, music and gaming platforms. We are also impressed with the expansion of Sony’s Music segment, which has been supported by the pervasiveness of streaming services.

 48 

 

ARISTOTLE VALUE EQUITY FUND 2022
Annual
Commentary

 

Corteva, one of the world’s largest seed and crop protection companies, was the top contributor for the year. Due to its respected brand and the value-added benefits of its patented seeds and crop protection solutions for farmers, Corteva has been able to more than offset input cost inflation with sustainable price increases. In addition, the company’s ongoing mix shift to higher-margin, premium products, a catalyst we previously identified, is aiding both sales and profit growth. Shares were likely also buoyed by the rise in crop prices. Market participants, perhaps eager to chase short-term trends, poured into the sector. At Aristotle Capital, we look past such gyrations and, as long-term investors, do not attempt to predict short-term changes in commodity prices. We remain excited about what we view to be high-quality characteristics and fundamental improvements that permeate Corteva’s business, not the least of which include its pricing power.

 

Amgen, the pharmaceutical company focused on biotechnology-based therapeutics, was a major contributor for the year. The company continued to improve on a fundamental level as a variety of products, such as bone-strengthening drugs Prolia and EVENITY, contributed to overall growth. Additionally, Amgen continued to increase the market share for cholesterol drug Repatha (a catalyst we had originally identified), as the drug’s usage expanded with high-risk patients who have not yet had a cardiovascular event, and as barriers for prescribers, healthcare systems and patients are removed. Furthermore, we believe the company is poised to gain market share with its biosimilars (akin to generic versions of biologic drugs), also a previously identified catalyst. Biosimilars accounted for over $2 billion in revenue in 2021, and we believe this has the potential to more than double by the end of the decade, accelerated by six additional biosimilars (for a total of 11 products on the market). This includes the upcoming launch in the U.S. of arthritis treatment Amjetiva in January 2023. These developments have caused us to remain enthusiastic about Amgen’s ability to build on its decades of success developing novel treatments using biopharmaceuticals.

 49 

 

ARISTOTLE VALUE EQUITY FUND 2022
Annual
Commentary

 

Investment Activity

 

During the year, we made the following purchases and sales in the Fund.

 

2022 Fund Purchases
Atmos Energy 1Q2022
Blackstone 1Q2022
Oshkosh 1Q2022
Xcel Energy 1Q2022
Autodesk 2Q2022
Merck 4Q2022
Sysco 4Q2022

 

2022 Fund Sales
Chubb 1Q2022
East West Bancorp 1Q2022
Johnson Controls 1Q2022
Walgreens Boots Alliance 1Q2022
Twitter 2Q2022
Sun Communities 4Q2022
Elanco Animal Health 4Q2022
Tyson Foods 4Q2022

 

 

One of our objectives is to clearly articulate the thought process behind our investments to our fellow shareholders. Below is an example of a sale (Tyson Foods) and a purchase (Merck) we made in the Fund this year. Those securities were the one of the last sales and purchases for the year.

 

Sale

 

We first invested in Tyson Foods during the second quarter of 2019. At the time, we were encouraged by what we had identified as the company’s demonstrated ability to “brand” what had been previously considered pure commodity products. Furthermore, we were attracted to Tyson’s Prepared Food business, consisting of a strong portfolio of brands with attractive margins and the opportunity to gain market share as consumer preferences shifted toward prepared foods. While we believe catalysts remain, we decided to sell, as we were concerned with management changes over the past year, starting with the CEO resigning in 2021 for personal reasons, followed by the resignation of the head of Prepared Foods and exacerbated by the company’s decision to name John R. Tyson, the 32-year-old son of the firm’s chairman, as CFO.

 

Purchase

 

Sysco Corporation

Founded in 1969 and headquartered in Texas, Sysco is one of the largest food distribution companies in the world. The company generates more than $68 billion in annual sales and serves approximately 700,000 customers around the world (~90% of sales are generated in North America).

 50 

 

ARISTOTLE VALUE EQUITY FUND 2022
Annual
Commentary

 

Sysco provides its customers a single partner from which to conveniently source all the ingredients kitchens need to build complete menus. This includes fresh and frozen meats, seafoods, fruits, vegetables, dairy, bakery items and even disposable dishware products. In addition, the company’s more than 6,000 sales consultants work closely with individual chefs, providing product advice and helping construct menus. Sysco’s clients are predominately restaurants (63% of revenue), but also include health care facilities (8%), education and government entities (8%), and travel and leisure establishments (7%), as well as other locations (14%).

 

High-Quality Business

 

Some of the quality characteristics we have identified for Sysco include:

 

·While U.S. institutional food distribution is cyclical, highly competitive and fragmented, Sysco has been able to gain market share over time (currently #1 with ~16% share, several percentage points ahead of #2 and #3), buying complementary competitors while consistently returning cash to shareholders (as demonstrated by more than 40 consecutive years of dividend increases);
·Resiliency stemming from its essential food products (people have to eat!), diversified customer base and cost/service advantages provided by its widespread distribution network of more than 330 facilities; and
·Scale benefits that include purchasing power and the ability to provide value-added services such as technology tools that help customers control inventory and calculate menu profitability.

 

Attractive Valuation

We estimate the company’s revenue, margins and FREE cash flow to be higher on a normalized basis. As such, shares of Sysco are currently priced at a discount to our assessment of the company’s intrinsic value.

 

Compelling Catalysts

Catalysts we have identified for Sysco, which we believe will cause its stock price to appreciate over our three- to five-year investment horizon, include:

 

·Enhanced profitability and efficiency gains resulting from the organizational transformation initiated by CEO Kevin Hourican (in place since 2020);
·Further industry consolidation (with Sysco playing an active role as an acquirer), as well as increased market share from the shift to “away from home” food consumption; and
·Benefits from digitalization, revenue management and national account centralization.

 

This information is for illustrative purposes only and is not a recommendation to buy or sell a particular security. There is no guarantee that the securities discussed will prove to be profitable. Please refer to disclosures at the end of this document.

 51 

 

ARISTOTLE VALUE EQUITY FUND 2022
Annual
Commentary

 

Outlook

 

2022 proved a tumultuous year for most investors, with no shortage of macroeconomic and geopolitical events gripping the world’s attention and stirring volatility in markets. Global inflation reached multi-decade highs, central banks made drastic shifts in monetary policy, governments navigated instability and changes in leadership, and rising tensions between Eastern and Western nations came to a head with a ground war in Europe. This year serves as a staunch reminder that there is “always something” to consider in financial markets and economics. However, for us at Aristotle Capital, it is important to assess whether events are truly analyzable. In our opinion, macroeconomic factors and the market’s corresponding reactions are impossible to predict consistently. We will therefore, as we always have, stay focused on what we do best—the continuous study and better understanding of individual businesses. We remain convinced this “bottom-up” approach will allow us to best serve our clients, as fundamentals, not headline news, reflect long-term value.

 

   
Howard Gleicher, CFA Gregory Padilla, CFA
CEO & Chief Investment Officer Principal, Portfolio Manager
Aristotle Capital Management, LLC  

 52 

 

ARISTOTLE VALUE EQUITY FUND 2022
Annual
Commentary

 

Aristotle Value Equity Fund, Class I (ARSQX)

 

Performance Update December 31, 2022

 
Total Return 4Q22 1 Year 3 Years 5 Years Annualized Since Inception  (8/31/16) Gross/Net Expense Ratio
ARSQX 10.50% -15.04% 6.67% 7.73% 10.27% 0.71%/0.69%
Russell 1000 Value Index 12.42% -7.54% 5.96% 6.67% 8.44% N/A
S&P 500 Index 7.56% -18.11% 7.66% 9.42% 11.43% N/A

 

Performance results for periods greater than one year have been annualized.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the-most recent month end, please call (844) 274- 7868.

 

The Fund’s advisor has contractually agreed to waive certain fees and/or absorb expenses, through April 30, 2023, to the extent that the total annual operating expenses do not exceed 0.69% of average daily net assets of the Fund. The Fund’s advisor may seek reimbursement from the Fund for waived fees and/or expenses paid for three fiscal years from the date of the waiver or payment. Without these reductions, the Fund’s performance would have been lower. A redemption fee of 1.00% will be imposed on redemptions of shares within 30 days of purchase.

 

Important Information:

 

There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal.

 

The views in this letter were as of December 31, 2022 and may not necessarily reflect the same views on the date this letter is first published or any time thereafter. These views are intended to help shareholders in understanding the Fund’s investment methodology and do not constitute investment advice.

 

Past performance is not indicative of future results. You should not assume that any of the securities transactions, sectors or holdings discussed in this report are or will be profitable, or that recommendations Aristotle Capital makes in the future will be profitable or equal the performance of the securities listed in this report. There is no assurance that any securities, sectors or industries discussed herein will be included in or excluded from the Fund. The opinions expressed are as of the date of publication and are subject to change due to changes in the market or economic conditions and may not necessarily come to pass. Aristotle Capital reserves the right to modify its current investment strategies and techniques based on changing market dynamics or client needs. This is not a recommendation to buy or sell a particular security. Holdings are available within the last 12 months.

 

An investment in the Fund is subject to risks, and you could lose money on your investment in the Fund. The principal risks of investing in the Fund include, but are not limited to, investing in foreign securities, emerging markets, small-capitalization and mid-capitalization companies. To learn more about the Principal Risks of Investing in the Fund, please reference the prospectus.

 53 

 

ARISTOTLE VALUE EQUITY FUND 2022
Annual
Commentary

 

Definitions:

 

·The Russell 1000® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000® Index companies with lower price-to-book ratios and lower I/B/E/S forecast medium term (2 year) growth and lower sales per share historical growth (5 years).
·The S&P 500® Index is the Standard & Poor’s Composite Index of 500 stocks and is a widely recognized, unmanaged index of common stock prices. It is market cap weighted and includes 500 leading companies, capturing approximately 80% coverage of available market capitalization.
·The Russell 1000® Growth Index is an unmanaged, market capitalization-weighted index that measures the performance of those companies in the Russell 1000 Index with higher price-to-book ratios and higher I/B/E/S forecast medium term (2 year) growth and higher sales per share historical growth (5 years).
·The Bloomberg U.S. Aggregate Bond Index is an unmanaged index of domestic investment grade bonds, including corporate, government and mortgage-backed securities.
·FREE cash flow is generally calculated as cash flow from operations less capital expenditures.
·The Consumer Price Index (CPI) is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services.

 

The volatility (beta) of the Fund may be greater or less than its respective benchmarks. It is not possible to invest directly in these indices.

 

Portfolio composition will change due to ongoing management of the Fund. References to specific securities or sectors should not be construed as recommendations by the Fund, its Advisor or Distributor.

 

As of December 31, 2022, the 10 largest holdings in the Fund and their weights as a percent of total net assets exclusive of cash were: Microsoft, 3.96%; Corteva, 3.84%; Danaher, 3.11%; Ameriprise Financial, 2.95%; Parker Hannifin, 2.94%; Merck, 2.88%; Amgen, 2.88%; Microchip Technology, 2.81%; Lennar, 2.80%; Adobe, 2.74%.

 

ACM-2301-234

 54 

 

Aristotle Value Equity Fund

FUND PERFORMANCE at December 31, 2022 (Unaudited)

 

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares, made at its inception, with a similar investment in the Russell 1000 Value Index and the S&P 500 Index. Results include the reinvestment of all dividends and capital gains.

 

The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 Index companies with lower price-to-book ratios and lower expected growth values. The S&P 500 Index is the Standard & Poor’s Composite Index of 500 stocks and is a widely recognized, unmanaged index of common stock prices. These indices do not reflect expenses, fees, or sales charge, which would lower performance. These indices are unmanaged and they are not available for investment.

 

Average Annual Total Returns as of December 31, 2022 1 Year 5 Years Since Inception Inception Date
Aristotle Value Equity Fund – Class I -15.04% 7.73% 10.27% 08/31/16
Russell 1000 Value Index -7.54% 6.67% 8.44% 08/31/16
S&P 500 Index -18.11% 9.42% 11.43% 08/31/16

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling (888) 661-6691.

 

Gross and net expense ratios for the Fund’s Class I shares were 0.71% and 0.69%, respectively, which were the amounts stated in the current prospectus dated May 1, 2022. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.69% of the Fund’s average daily net assets. This agreement is in effect until April 30, 2023, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares. Shares redeemed within 30 days of purchase will be charged a 1.00% redemption fee.

 55 

 

Aristotle Value Equity Fund
SCHEDULE OF INVESTMENTS
As of December 31, 2022

 

 

Number of Shares      Value 
    COMMON STOCKS — 96.9%    
     CONSUMER DISCRETIONARY — 4.6%     
 916,500   Cie Generale des Etablissements Michelin SCA - ADR1  $12,730,185 
 204,500   Lennar Corp. - Class A   18,507,250 
 78   Lennar Corp. - Class B   5,832 
         31,243,267 
           
     CONSUMER STAPLES — 8.9%     
 276,500   Coca-Cola Co.   17,588,165 
 57,700   Constellation Brands, Inc. - Class A   13,371,975 
 107,000   Procter & Gamble Co.   16,216,920 
 180,400   Sysco Corp.   13,791,580 
         60,968,640 
           
     ENERGY — 4.3%     
 659,600   Coterra Energy, Inc.   16,206,372 
 127,000   Phillips 66   13,218,160 
         29,424,532 
           
     FINANCIALS — 16.6%     
 62,800   Ameriprise Financial, Inc.   19,554,036 
 171,900   Blackstone, Inc.   12,753,261 
 165,100   Capital One Financial Corp.   15,347,696 
 143,500   Cincinnati Financial Corp.   14,692,965 
 152,500   Commerce Bancshares, Inc.   10,380,675 
 108,400   Cullen/Frost Bankers, Inc.   14,493,080 
 1,550,600   Mitsubishi UFJ Financial Group, Inc. - ADR1   10,342,502 
 100,900   PNC Financial Services Group, Inc.   15,936,146 
         113,500,361 
           
     HEALTH CARE — 12.3%     
 201,800   Alcon, Inc.1   13,833,390 
 72,500   Amgen, Inc.   19,041,400 
 77,500   Danaher Corp.   20,570,050 
 149,200   Medtronic PLC1   11,595,824 
 172,100   Merck & Co., Inc.   19,094,495 
         84,135,159 
           
     INDUSTRIALS — 11.8%     
 62,100   General Dynamics Corp.   15,407,631 
 82,100   Honeywell International, Inc.   17,594,030 
 115,900   Oshkosh Corp.   10,221,221 
 66,900   Parker-Hannifin Corp.   19,467,900 

 56 

 

Aristotle Value Equity Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
     COMMON STOCKS (Continued)     
     INDUSTRIALS (Continued)     
 159,000   Xylem, Inc.  $17,580,630 
         80,271,412 
           
     MATERIALS — 10.5%     
 433,100   Corteva, Inc.   25,457,618 
 87,100   Ecolab, Inc.   12,678,276 
 51,400   Martin Marietta Materials, Inc.   17,371,658 
 166,000   RPM International, Inc.   16,176,700 
         71,684,252 
           
     REAL ESTATE — 3.7%     
 110,600   Crown Castle, Inc. - REIT   15,001,784 
 154,300   Equity LifeStyle Properties, Inc. - REIT   9,967,780 
         24,969,564 
           
     TECHNOLOGY — 19.2%     
 54,000   Adobe, Inc.*   18,172,620 
 69,600   ANSYS, Inc.*   16,814,664 
 82,400   Autodesk, Inc.*   15,398,088 
 265,000   Microchip Technology, Inc.   18,616,250 
 109,300   Microsoft Corp.   26,212,326 
 70,900   PayPal Holdings, Inc.*   5,049,498 
 144,000   QUALCOMM, Inc.   15,831,360 
 202,100   Sony Group Corp. - ADR1   15,416,188 
         131,510,994 
           
     UTILITIES — 5.0%     
 152,200   Atmos Energy Corp.   17,057,054 
 248,000   Xcel Energy, Inc.   17,387,280 
         34,444,334 
     TOTAL COMMON STOCKS     
     (Cost $619,372,539)   662,152,515 

 57 

 

Aristotle Value Equity Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
     SHORT-TERM INVESTMENTS — 3.2%     
 21,682,342   Goldman Sachs Financial Square Government Fund - Institutional, 4.07%2  $21,682,342 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $21,682,342)   21,682,342 
           
     TOTAL INVESTMENTS — 100.1%     
     (Cost $641,054,881)   683,834,857 
     Liabilities in Excess of Other Assets — (0.1)%   (512,586)
     TOTAL NET ASSETS — 100.0%  $683,322,271 

 

ADR – American Depository Receipt

PLC – Public Limited Company

REIT – Real Estate Investment Trusts

 

*Non-income producing security.
1Foreign security denominated in U.S. dollars.
2The rate is the annualized seven-day yield at period end.

 

See Accompanying Notes to Financial Statements.

 58 

 

Aristotle Value Equity Fund

SUMMARY OF INVESTMENTS

As of December 31, 2022

 

 

Security Type/Sector  Percent of Total Net Assets 
Common Stocks    
Technology   19.2%
Financials   16.6%
Health Care   12.3%
Industrials   11.8%
Materials   10.5%
Consumer Staples   8.9%
Utilities   5.0%
Consumer Discretionary   4.6%
Energy   4.3%
Real Estate   3.7%
Total Common Stocks   96.9%
Short-Term Investments   3.2%
Total Investments   100.1%
Liabilities in Excess of Other Assets   (0.1)%
Total Net Assets   100.0%

 

See Accompanying Notes to Financial Statements.

 

 59 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

Dear Fellow Shareholders,

 

Markets Review

 

Small caps ended the year on a positive note, with the Russell 2000 Index rising 6.23% during the final quarter of the year. Despite some relief in the fourth quarter, 2022 will mainly be remembered as a year when markets priced in the unpleasant consequences of higher inflation and interest rates, which many expect to hit the global economy in 2023. To that end, inflation remained elevated in the U.S., with the Consumer Price Index (CPI) rising 7.1% for the 12-month period ending in November, continuing to slow from the 40-year highs of 9.1% set in June. While some economic indicators are suggesting that an economic slowdown lies ahead, third quarter U.S. Gross Domestic Product (GDP) was revised higher during the period, increasing 3.2%, and rebounding from two consecutive quarters of contraction. In response to the economic and inflationary backdrop, the Federal Reserve (Fed) raised its policy rate by 50 basis points at its December meeting, providing somewhat of a reprieve relative to the prior four 75 basis points increases. Still, this represented the fastest increase in rates since 1970 and a total increase of 4.25% in 2022. Against this backdrop, small caps declined 20.44% for the full calendar year, ending a three-year run of positive returns for the broad Russell 2000 Index.

 

Stylistically, the Russell 2000 Value Index was a relative outperformer throughout 2022, with a full year return of -14.48% versus the -26.36% return of the Russell 2000 Growth Index. This marks the second consecutive calendar year where value has led the small cap market and the first time that value has outperformed growth in two consecutive years since 2005-2006. Likewise, cash flow generation and profitability remained in favor throughout the year after taking a multi-year back seat to anticipated revenue growth in the hierarchy of small cap investor preferences. This is highlighted by the performance differential between money-losing and profitable companies in recent periods. For the full year, unprofitable* companies within the Russell 2000 Index returned -37.18%, while those with positive earnings declined “only” -15.66% on average.

 

At the sector level, ten of the eleven economic sectors within the Russell 2000 Index generated negative returns during the year. Energy was by far the best performing sector within the index and the only sector to generate a positive return. Defensives Utilities and Consumer Staples were the next best performing sectors, finishing the year with modest declines. Communication Services, Information Technology and Consumer Discretionary were the worst performing sectors for the year, all producing declines in excess of -30%.

 

 

*Based on earnings expectations over the next twelve months. Source: FactSet

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the most recent month-end, please call (844) 274- 7868.

 

FOR MORE INFORMATION, PLEASE CONTACT:

Phone: (844) 274-7868 | Email: funds@aristotlecap.com | Web: www.aristotlefunds.com

 60 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

Performance Review

 

For the calendar year, the Aristotle Small Cap Equity Fund generated a total return of -10.26% at NAV, outperforming the -20.44% total return of the Russell 2000 Index.

 

Relative to the Russell 2000 Index, both security selection and sector allocation contributed positively to relative performance. Security selection within Information Technology, Health Care and Industrials added the most value on a relative basis, while selection within Financials, Consumer Discretionary and Real Estate detracted. From an allocation perspective, the Fund benefited from an underweight in Consumer Discretionary and an overweight in Industrials; however, this was partially offset by an underweight in Energy and an overweight in Information Technology.

 

2022 Top Contributors to Fund Return
Ardmore Shipping
Acadia Healthcare
Huron Consulting Group
NexTier Oilfield Solutions
Cross Country Healthcare

 

2022 Top Detractors from Fund Return
Customers Bancorp
iStar
Providence Service
ASGN

 

 

Ardmore Shipping, a product and chemical transportation company focused on modern mid-sized “eco-friendly” vessels, appreciated throughout the year driven by supportive industry supply-demand fundamentals, higher spot rates and longer voyages. We maintain a position, as we believe the company continues to operate from a position of strength, driven by recent shareholder friendly capital allocation decisions, strong operating performance and a favorable industry supply-demand backdrop.

 

Acadia Healthcare, a provider of behavioral health and addiction services to patients in a variety of inpatient and outpatient settings, benefited from continued strong growth tailwinds from the increasing demand for behavioral services. We maintain a position, as we believe the company is well-positioned to capitalize on the favorable supply/demand outlook for behavioral health, positive reimbursement trends and continued execution of its growth strategy.

 

Customers Bancorp, a Pennsylvania-based regional bank, saw its shares pull back during the year after being the top contributor to the Fund’s return in the prior calendar year. It appears the share price weakness is in part due to subdued sentiment associated with the company’s digital asset exposure along with broader macroeconomic uncertainties. We maintain our investment, as we believe management's continued advancement on the technology front can drive further balance sheet growth and improve efficiencies, which should allow for additional shareholder value creation going forward.

 61 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

iStar, an internally-managed real estate investment trust specializing in ground leases, underperformed during the year in the face of broad macroeconomic and industry-wide concerns, and a decline in value of its investment in Safehold Inc. (SAFE). We maintain a position, as we believe the recent sale of the company’s net-lease asset portfolio will allow management to focus on continued investments in its SAFE ground lease business and also paves the way for the anticipated business combination between the two entities, which will create the only self-managed, pure-play ground lease company in the public markets.

 

Investment Activity

 

During the year, we made the following purchases and sales in the Fund.

 

2022 Fund Purchases/Acquisitions
AZEK 1Q2022
JBG SMITH Properties 1Q2022
Aspen Technology 2Q2022
Summit Materials 2Q2022
Wolverine Worldwide 2Q2022
Adeia 4Q2022
Enhabit 4Q2022
Safehold 4Q2022

 

2022 Fund Sales/Liquidations
Evercore 1Q2022
Kraton 1Q2022
Omega HealthCare Investors 1Q2022
Bottomline Technologies 2Q2022
Huntington Bancshares 3Q2022
Cal-Maine Foods 4Q2022
Xperi Holding 4Q2022

 

 

Purchases

 

AZEK, a leading manufacturer of residential building products, primarily focused on wood-alternative decking, railing and trim, was added to the Fund. We believe the strong secular demand backdrop for alternative, sustainably sourced building products along with company-specific margin improvements should benefit shareholders in periods to come.

 

JBG SMITH Properties, a Washington DC-based owner, operator and developer of residential, office, retail and mixed-use real estate properties, was added to the Fund. We initiated a position, as we believe the firm’s healthy multi-year development pipeline anchored by Amazon’s new headquarters (Amazon HQ2) should benefit from improved economic activity in the area as businesses increasingly return to the office.

 62 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

Aspen Technology, a process optimization software company and existing Fund holding, was acquired by Emerson Electric Co. during the quarter. As a result, Emerson contributed cash and two of its software businesses for a majority stake in the newly formed entity. The new company will retain and trade under the previous ticker AZPN.

 

Summit Materials, a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mix concrete and asphalt, was added to the Fund. We initiated a position, as we believe company-specific self-help initiatives combined with a favorable demand backdrop, particularly with infrastructure spending on the horizon, can unlock shareholder value over the next several years.

 

Wolverine Worldwide, a designer, manufacturer and marketer of footwear and apparel across a diverse portfolio of brands, including Merrell, Saucony, Sperry and Sweaty Betty, was added to the Fund. We initiated a position, as we believe shares offer a favorable risk/return profile given potential growth opportunities from its three largest brands both domestically and internationally. Furthermore, we believe internal strategic initiatives, product cost initiatives and supply chain improvements should benefit shareholders in the periods to come.

 

Adeia, is an intellectual property (IP) licensing business, focused on the media and semiconductor end markets. We inherited shares of Adeia via a spinoff from existing holding Xperi Holdings during the quarter. We maintain our investment in the company, as we assess the risk-reward profile of the standalone business.

 

Enhabit, a provider of home health and hospice services, was added to the Fund following its recent spinoff from Encompass Health. We initiated a position, as we believe the company should benefit from favorable demographic tailwinds, an advantageous geographic exposure and an accelerated migration of care to the home-setting, which should increase demand for the company’s services.

 

Safehold, is a real estate investment trust (REIT) focused on acquiring, owning, managing and capitalizing ground leases. We inherited shares of Safehold via a special dividend from existing holding iStar, which holds a meaningful stake in Safehold. We maintain our shares ahead of the anticipated business combination between the two entities, which will create the only self-managed, pure-play ground lease company in the public markets.

 

Sales

 

Evercore, a boutique investment bank that provides advisory and wealth management services, was removed from the Fund due to our belief that shares were fully valued, and we were nearing a cyclical peak in demand for the company’s services.

 

Kraton, a chemical company that manufactures and sells specialty polymers to various end markets, was removed from the Fund by virtue of its acquisition by DL Chemical.

 

Omega Healthcare Investors, a healthcare-focused real estate investment trust, was removed from the Fund due to a deterioration of the financial condition of its tenant base. After seeing an improvement in the prior couple of quarters, management highlighted the potential for a worsening outlook for delinquencies with subdued occupancy due to COVID-related concerns and labor shortages. We believe higher labor costs due to the ongoing nursing and general labor shortage are also negatively impacting their customers and have decided to step away from our investment.

 63 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

Bottomline Technologies, a FinTech company offering digital banking, legal spend management and online bill pay solutions for corporations, was removed from the Fund after being acquired by private equity sponsor Thoma Bravo.

 

Huntington Bancshares, an Ohio-based bank holding company, was removed from the Fund based on our belief that shares were fully valued and there were better opportunities to deploy capital elsewhere within the Fund.

 

Cal-Maine Foods, the largest producer and distributor of fresh shell eggs in the U.S., was removed from the Fund based on our belief that shares were fully valued amid a favorable pricing environment, in part, driven by the supply related impact of the ongoing Avian Flu outbreak. While we continue to believe that Cal-Maine is a high-quality company, we are cognizant of the risk that egg prices may eventually return to a normalized level and prefer to step aside while we monitor the company’s progress from the sidelines.

 

Xperi Holding, a developer of technology for entertainment and consumer electronics products, was removed from the Fund following its recent business reorganization, which resulted in the separation of the company’s product business, Xperi, and the company’s IP licensing business, Adeia.

 

This information is for illustrative purposes only and is not a recommendation to buy or sell a particular security. There is no guarantee that the securities discussed will prove to be profitable. Please refer to disclosures at the end of this document.

 64 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

Outlook

 

2022 was a year to forget for investors, as markets grappled with a myriad of challenges that resulted in the worst calendar year decline for the Russell 2000 Index since 2008. Whether or not the market can rebound and produce a positive total return in 2023 will likely depend on many of the same factors that have influenced corporate profits and investor sentiment in 2022, including the timing and magnitude of future rate moves in response to inflation expectations, the seemingly never-ending geopolitical uncertainty around the world, changes to business and consumer spending patterns and commodity price movements, among others. The risks associated with these and other currently unknown issues may continue to impact global economic activity and thus equity market returns. However, the reality is that we do not know if, when or where these risks might be realized, so it is difficult to manage portfolios for specific threats that may or may not occur. Therefore, we remain focused on understanding the risk associated with each investment position within the context of our fundamentally-oriented approach and managing that risk through a disciplined approach to portfolio construction and management. As we have previously stated, we believe the current market environment reinforces the need for selectivity and further argues for a focus on companies with quality characteristics, particularly strong balance sheets and healthy profitability to offer a buffer in the face of adverse economic conditions.

 

On the plus side, given the recent declines and well-documented economic and corporate challenges on investors’ minds, we believe at least some of this risk may be priced into markets already, particularly within the small cap segment. At 12x, the Russell 2000 Index’s forward price-to-earnings (P/E) is trading at its lowest levels in over 30 years, in-line with lows during the Great Financial Crisis and below the COVID-19 recession and 2001 recession lows. The relative P/E of the Russell 2000 Index versus the Russell 1000 Index also remains near historic lows and sits at its cheapest levels since the Dot-com bubble. For long-term investors, these valuations may imply a more favorable setup for small caps relative to large caps in the periods to come. Additionally, the 2020s may mark the beginning of deglobalization, where re-shoring of U.S. manufacturing accelerates following the pandemic and accompanying supply chain disruptions, trade tensions and geopolitical conflict. U.S. reshoring efforts, along with the accompanying need for regional banking, warehousing, etc., could result in a tailwind for small caps, whose sales are more highly correlated with U.S. capital expenditures (CapEx) cycles than large caps. Lastly, using history as a guide, we observe that calendar year declines of this magnitude, typically portend positive returns in the following year, with the Russell 2000 only having experienced two negative years in a row once since its inception. High and falling inflationary environments have also been favorable market environments for small caps historically, a scenario we may find ourselves in this year.

 

As always, our current positioning is a function of our bottom-up security selection process and our ability to identify what we view as attractive investment candidates, regardless of economic sector definitions. Recent purchases and sales have been spread across industries and are idiosyncratic in nature, as opposed to being tied to an outlook for a particular sector. Overweights in Industrials and Information Technology are mostly a function of recent Fund activity and the relative performance of our holdings in these sectors over the past few periods. Conversely, we continue to be underweight in Consumer Discretionary, as we have been unable to identify what we consider to be compelling long-term opportunities that fit our discipline given the rising risk profiles as a result of structural headwinds for various brick and mortar businesses. We also continue to be underweight in Real Estate as a result of valuations and structural challenges for various end markets within the sector. Given our focus on long-term business fundamentals, patient investment approach and low portfolio turnover, the Fund’s sector positioning generally does not change significantly from quarter to quarter. However, we may take advantage of periods of volatility by adding selectively to certain companies when appropriate.

 65 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

 

   
Dave Adams, CFA Jack McPherson, CFA
CEO, Portfolio Manager President, Portfolio Manager
Aristotle Capital Boston, LLC Aristotle Capital Boston, LLC

 

 66 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

Aristotle Small Cap Equity Fund, Class I (ARSBX)

 

Performance Update December 31, 2022

 
Total Return 4Q22 1 Year 3 Years 5 Years 7 Years Annualized Since Inception  (10/30/15) Gross/Net Expense Ratio
ARSBX 12.10% -10.26% 5.25% 4.63% 8.31% 7.58% 1.00%/0.90%
Russell 2000 Index 6.23% -20.44% 3.10% 4.13% 7.90% 7.41% N/A

 

Performance results for periods greater than one year have been annualized.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Returns over one year are annualized. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain current performance information to the most recent month-end, please call (844) 274-7868.

 

The Fund’s advisor has contractually agreed to waive certain fees and/or absorb expenses, through April 30, 2023, to the extent that the total annual operating expenses do not exceed 0.90% of average daily net assets of the Fund. The Fund’s advisor may seek reimbursement from the Fund for waived fees and/or expenses paid for three fiscal years from the date of the waiver or payment. Without these reductions, the Fund’s performance would have been lower. A redemption fee of 1.00% will be imposed on redemptions of shares within 30 days of purchase.

 

Important Information:

 

There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal.

 

The views in this letter were as of December 31, 2022 and may not necessarily reflect the same views on the date this letter is first published or any time thereafter. These views are intended to help shareholders in understanding the Fund’s investment methodology and do not constitute investment advice.

 

Past performance is not indicative of future results. You should not assume that any of the securities transactions, sectors or holdings discussed in this report are or will be profitable, or that recommendations Aristotle Boston makes in the future will be profitable or equal the performance of the securities listed in this report. There is no assurance that any securities, sectors or industries discussed herein will be included in or excluded from the Fund. The opinions expressed are as of the date of publication and are subject to change due to changes in the market or economic conditions and may not necessarily come to pass. Aristotle Boston reserves the right to modify its current investment strategies and techniques based on changing market dynamics or client needs. This is not a recommendation to buy or sell a particular security. Holdings are available within the last 12 months.

 

An investment in the Fund is subject to risks, and you could lose money on your investment in the Fund. The principal risks of investing in the Fund include, but are not limited to, market risk, equity risk, small-cap company risk, sector focus risk, COVID-19 related market events risk, real estate investment trusts (REITs) risk, value-oriented investment strategies risk, foreign investment risk, management and strategy risk, exchange-traded funds (ETFs) risk and cybersecurity risk. To learn more about the Principal Risks of Investing in the Fund, please reference the prospectus.

 67 

 

ARISTOTLE SMALL CAP EQUITY FUND 2022
Annual
Commentary

 

Definitions:

 

·The Russell 2000® Index measures the performance of the small cap segment of the U.S. equity universe. The Russell 2000 Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.
·Russell 2000 Value® Index measures the performance of the small cap value segment of the US equity universe. It includes those Russell 2000 companies with relatively lower price-to-book ratios, lower I/B/E/S forecast medium term (2 year) growth and lower sales per share historical growth (5 years).
·The Russell 2000® Growth Index measures the performance of the small cap growth segment of the US equity universe. It includes those Russell 2000 companies with relatively higher price-to-book ratios, higher I/B/E/S forecast medium term (2 year) growth and higher sales per share historical growth (5 years).
·Forward price-to-earnings (P/E) is a version of the price-to-earnings (P/E) ratio that uses forecasted earnings for the P/E calculation.
·Consumer Price Index (CPI) is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services.
·Gross Domestic Product (GDP) is the total market value of goods and services provided in a country over a one year period.
·Capital expenditures (CapEx) are funds used by a company to acquire, upgrade and maintain physical assets such property, plants, buildings, technology or equipment.

 

The volatility (beta) of the Fund may be greater or less than its respective benchmark. It is not possible to invest directly in this index.

 

Portfolio composition will change due to ongoing management of the Fund. References to specific securities or sectors should not be construed as recommendations by the Fund, its Advisor or Distributor.

 

As of December 31, 2022, the ten largest holdings in the Fund and their weights as a percent of total net assets exclusive of cash were: Acadia Healthcare, 2.70%; Huron Consulting Group, 2.19%; Merit Medical Systems, 2.05%; Dycom Industries, 1.98%; Ardmore Shipping, 1.98%; MACOM Technology Solutions, 1.75%; National Bank Holdings, 1.74%; AerCap Holdings, 1.67%; Albany International, 1.62%; and KBR, 1.61%.

 

ACB-2301-64

 

 68 

 

 

Aristotle Small Cap Equity Fund

FUND PERFORMANCE at December 31, 2022 (Unaudited)

 

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares, made at its inception, with a similar investment in the Russell 2000 Index. Results include the reinvestment of all dividends and capital gains.

 

The Russell 2000 Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The index does not reflect expenses, fees, or sales charge, which would lower performance. This index is unmanaged and it is not available for investment.

 

Average Annual Total Returns as of December 31, 2022 1 Year 5 Years Since Inception Inception Date
Aristotle Small Cap Equity Fund – Class I -10.26% 4.63% 7.58% 10/30/15
Russell 2000 Index -20.44% 4.13% 7.41% 10/30/15

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling (888) 661-6691.

 

Gross and net expense ratios for the Fund’s Class I shares were 1.00% and 0.90%, respectively, which were the amounts stated in the current prospectus dated May 1, 2022. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.90% of the Fund’s average daily net assets. This agreement is in effect until April 30, 2023, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares. Shares redeemed within 30 days of purchase will be charged a 1.00% redemption fee.

 69 

 

Aristotle Small Cap Equity Fund
SCHEDULE OF INVESTMENTS
As of December 31, 2022

 

 

Number of Shares      Value 
     COMMON STOCKS — 95.7%     
     COMMUNICATIONS — 1.5%     
 29,396   ATN International, Inc.  $1,331,933 
 23,530   World Wrestling Entertainment, Inc. - Class A   1,612,275 
         2,944,208 
           
     CONSUMER DISCRETIONARY — 4.3%     
 115,213   1-800-Flowers.com, Inc. - Class A*   1,101,436 
 32,801   Carter's, Inc.   2,447,283 
 104,833   Designer Brands, Inc.   1,025,267 
 31,918   KB Home   1,016,588 
 42,145   Monro, Inc.   1,904,954 
 55,158   Wolverine World Wide, Inc.   602,877 
         8,098,405 
           
     CONSUMER STAPLES — 3.6%     
 23,235   Chefs' Warehouse, Inc.*   773,261 
 59,396   Herbalife Nutrition Ltd.*,1   883,812 
 8,314   J & J Snack Foods Corp.   1,244,689 
 44,879   Nu Skin Enterprises, Inc. - Class A   1,892,099 
 42,767   TreeHouse Foods, Inc.*   2,111,834 
         6,905,695 
           
     ENERGY — 2.6%     
 251,827   NexTier Oilfield Solutions, Inc.*   2,326,881 
 112,870   Oceaneering International, Inc.*   1,974,096 
 246,082   Ring Energy, Inc.*   605,362 
         4,906,339 
           
     FINANCIALS — 13.0%     
 40,870   BankUnited, Inc.   1,388,354 
 19,772   Banner Corp.   1,249,590 
 24,190   Berkshire Hills Bancorp, Inc.   723,281 
 78,072   BRP Group, Inc. - Class A*   1,962,730 
 100,512   Byline Bancorp, Inc.   2,308,761 
 49,675   Customers Bancorp, Inc.*   1,407,790 
 30,063   eHealth, Inc.*   145,505 
 60,330   Flushing Financial Corp.   1,169,195 
 76,746   National Bank Holdings Corp. - Class A   3,228,704 
 50,558   Pacific Premier Bancorp, Inc.   1,595,610 
 44,077   PacWest Bancorp   1,011,567 
 12,698   Signature Bank   1,463,064 
 29,706   Texas Capital Bancshares, Inc.*   1,791,569 
 50,133   United Community Banks, Inc.   1,694,495 

 70 

 

Aristotle Small Cap Equity Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
     FINANCIALS (Continued)     
 66,582   Veritex Holdings, Inc.  $1,869,623 
 28,668   Voya Financial, Inc.   1,762,795 
         24,772,633 
           
     HEALTH CARE — 16.7%     
 60,903   Acadia Healthcare Co., Inc.*   5,013,535 
 55,920   Avid Bioservices, Inc.*   770,018 
 8,610   Charles River Laboratories International, Inc.*   1,876,119 
 5,582   Chemed Corp.   2,849,220 
 118,893   Coherus Biosciences, Inc.*   941,633 
 92,356   Cross Country Healthcare, Inc.*   2,453,899 
 21,580   Enhabit, Inc.*   283,993 
 17,319   Haemonetics Corp.*   1,362,139 
 32,675   HealthEquity, Inc.*   2,014,087 
 53,866   Merit Medical Systems, Inc.*   3,804,017 
 28,275   ModivCare, Inc.*   2,537,116 
 43,379   Pediatrix Medical Group, Inc.*   644,612 
 65,939   PetIQ, Inc. - Class A*   607,958 
 42,059   Prestige Consumer Healthcare, Inc.*   2,632,893 
 21,033   QuidelOrtho Corp.*   1,801,897 
 63,701   Supernus Pharmaceuticals, Inc.*   2,272,215 
         31,865,351 
           
     INDUSTRIALS — 33.8%     
 33,586   Advanced Energy Industries, Inc.   2,881,007 
 53,276   AerCap Holdings NV*,1   3,107,056 
 30,501   Albany International Corp. - Class A   3,007,094 
 47,236   Altra Industrial Motion Corp.   2,822,351 
 254,724   Ardmore Shipping Corp.*,1   3,670,573 
 34,470   ASGN, Inc.*   2,808,616 
 63,130   AZEK Co., Inc.*   1,282,802 
 20,765   AZZ, Inc.   834,753 
 58,334   Barnes Group, Inc.   2,382,944 
 35,616   Belden, Inc.   2,560,790 
 38,299   Capital Product Partners LP1   522,781 
 24,257   Casella Waste Systems, Inc. - Class A*   1,923,823 
 46,304   Columbus McKinnon Corp.   1,503,491 
 39,277   Dycom Industries, Inc.*   3,676,327 
 6,678   FTI Consulting, Inc.*   1,060,466 
 131,233   Harsco Corp.*   825,456 
 55,977   Huron Consulting Group, Inc.*   4,063,930 
 29,561   International Seaways, Inc.1   1,094,348 

 71 

 

Aristotle Small Cap Equity Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
     INDUSTRIALS (Continued)     
 48,529   Itron, Inc.*  $2,457,994 
 56,581   KBR, Inc.   2,987,477 
 55,167   Liquidity Services, Inc.*   775,648 
 57,612   Matthews International Corp. - Class A   1,753,709 
 42,211   Mercury Systems, Inc.*   1,888,520 
 15,319   Novanta, Inc.*,1   2,081,393 
 72,377   SP Plus Corp.*   2,512,929 
 37,266   Titan Machinery, Inc.*   1,480,578 
 259,694   U.S. Xpress Enterprises, Inc. - Class A*   470,046 
 54,421   Viad Corp.*   1,327,328 
 67,398   Wabash National Corp.   1,523,195 
 24,190   Westinghouse Air Brake Technologies Corp.   2,414,404 
 59,347   WillScot Mobile Mini Holdings Corp.*   2,680,704 
         64,382,533 
           
     MATERIALS — 2.5%     
 105,397   Alamos Gold, Inc. - Class A1   1,065,563 
 43,406   Silgan Holdings, Inc.   2,250,167 
 51,582   Summit Materials, Inc. - Class A*   1,464,420 
         4,780,150 
           
     REAL ESTATE — 3.7%     
 104,522   Armada Hoffler Properties, Inc. - REIT   1,202,003 
 50,870   Community Healthcare Trust, Inc. - REIT   1,821,146 
 105,012   iStar, Inc. - REIT   801,241 
 25,112   JBG SMITH Properties - REIT   476,626 
 8,038   Safehold, Inc. - REIT   230,048 
 76,222   STAG Industrial, Inc. - REIT   2,462,733 
         6,993,797 
           
     TECHNOLOGY — 11.2%     
 84,128   ACI Worldwide, Inc.*   1,934,944 
 47,813   Adeia, Inc.   453,267 
 6,727   Aspen Technology, Inc.*   1,381,726 
 56,206   Benchmark Electronics, Inc.   1,500,138 
 82,770   Box, Inc. - Class A*   2,576,630 
 150,578   CalAmp Corp.*   674,590 
 22,633   Euronet Worldwide, Inc.*   2,136,103 
 164,980   Infinera Corp.*   1,111,965 
 20,655   Insight Enterprises, Inc.*   2,071,077 
 130,512   Knowles Corp.*   2,143,007 
 51,507   MACOM Technology Solutions Holdings, Inc.*   3,243,911 

 72 

 

Aristotle Small Cap Equity Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares       
Value
 
    COMMON STOCKS (Continued)    
     TECHNOLOGY (Continued)     
 3,718   Rogers Corp.*  $443,706 
 97,997   Sonos, Inc.*   1,656,149 
         21,327,213 
           
     UTILITIES — 2.8%     
 42,654   ALLETE, Inc.   2,751,610 
 51,278   Unitil Corp.   2,633,638 
         5,385,248 
     TOTAL COMMON STOCKS     
     (Cost $165,421,417)   182,361,572 
     EXCHANGE-TRADED FUNDS — 1.6%     
 9,066   iShares Russell 2000 ETF   1,580,748 
 11,267   iShares Russell 2000 Value ETF   1,562,395 
     TOTAL EXCHANGE-TRADED FUNDS     
     (Cost $2,968,032)   3,143,143 
     SHORT-TERM INVESTMENTS — 2.6%     
 4,947,896   Goldman Sachs Financial Square Government Fund - Institutional, 4.07%2   4,947,896 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $4,947,896)   4,947,896 
           
     TOTAL INVESTMENTS — 99.9%     
     (Cost $173,337,345)   190,452,611 
     Other Assets in Excess of Liabilities — 0.1%   173,744 
     TOTAL NET ASSETS — 100.0%  $190,626,355 

 

LP – Limited Partnership

REIT – Real Estate Investment Trusts

*Non-income producing security.
1Foreign security denominated in U.S. dollars.
2The rate is the annualized seven-day yield at period end.

 

See Accompanying Notes to Financial Statements.

 

 73 

 

Aristotle Small Cap Equity Fund

SUMMARY OF INVESTMENTS

As of December 31, 2022

 

 

Security Type/Sector  Percent of Total Net Assets 
Common Stocks    
Industrials   33.8%
Health Care   16.7%
Financials   13.0%
Technology   11.2%
Consumer Discretionary   4.3%
Real Estate   3.7%
Consumer Staples   3.6%
Utilities   2.8%
Energy   2.6%
Materials   2.5%
Communications   1.5%
Total Common Stocks   95.7%
Exchange-Traded Funds   1.6%
Short-Term Investments   2.6%
Total Investments   99.9%
Other Assets in Excess of Liabilities   0.1%
Total Net Assets   100.0%

 

See Accompanying Notes to Financial Statements.

 74 

 

ARISTOTLE CORE EQUITY FUND 2022
Annual
Commentary

 

Dear Fellow Shareholders,

 

Markets Review

 

U.S. equity market performance was positive in the final quarter of the year, as the S&P 500 Index rose 7.56% during the period. Concurrently, the Bloomberg U.S. Aggregate Bond Index increased 1.87% for the quarter. In terms of style, the Russell 1000 Value Index outperformed its growth counterpart by 10.22% during the quarter.

 

On a sector basis, nine out of eleven sectors within the S&P 500 Index finished higher for the quarter, with Energy, Industrials and Materials posting the largest gains. Meanwhile, Consumer Discretionary and Communication Services were the only sectors to post negative returns, while Real Estate rose the least.

 

Inflation has remained elevated in the U.S., with a 7.1% rise in the Consumer Price Index (CPI) for the 12-month period ending in November. However, increases have slowed since the second half of the year, as the annualized CPI figure has come down steadily since reaching a 40-year high of 9.1% in June. This moderation in price increases was partly driven by falling energy costs, as average U.S. gasoline prices approached $3 a gallon—lows not seen since before Russia invaded Ukraine. When assessing consumer health, spending proved resilient and the labor market remained tight, with a 3.7% unemployment rate and a 5.1% year-over-year increase in average hourly earnings in November. With respect to the U.S. economy’s overall performance, investors welcomed news that Gross Domestic Product (GDP) grew at an annual rate of 3.2% in the third quarter following two consecutive quarters of contraction.

 

As inflation trended lower, the Federal Reserve (Fed) slowed the pace of rate increases to 0.5% in December after raising rates by 0.75% for the fourth consecutive time in November, moving the benchmark rate to a range of 4.25% to 4.50%. Although the magnitude of rate hikes has shifted down, the Fed has indicated that, given the current labor market and its 2% inflation target, there is still more work to be done from a monetary policy standpoint. As such, apprehension around a recession remains; however, the Fed’s decision to step down from 0.75% increases and the weakening dollar alleviated some of those concerns heading into the new year.

 

On the corporate earnings front, signals remained mixed, as 70% of S&P 500 companies exceeded earnings per share (EPS) estimates, while 61% of S&P 500 companies provided negative EPS guidance for the third quarter. In addition, management teams have continued to navigate the inflationary environment, with roughly 400 companies mentioning inflation on earnings calls.

 

Lastly, in U.S. politics, the Republican Party won a majority in the House of Representatives, while the Democratic Party retained control of the Senate after the 2022 midterm elections. The results end one-party control of Congress for the remainder of the Biden administration’s first term.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the most recent month-end, please call (844) 274- 7868.

 

FOR MORE INFORMATION, PLEASE CONTACT:

Phone: (844) 274-7868 | Email: funds@aristotlecap.com | Web: www.aristotlefunds.com

 75 

 

ARISTOTLE CORE EQUITY FUND 2022
Annual
Commentary

 

Performance Review

 

The Aristotle Core Equity Fund posted a total return of -22.15% at NAV for the 1-year period ending December 31, 2022, underperforming the S&P 500 Index, which posted -18.11% over the same period.

 

Overall, security selection accounted for the majority of the Fund’s underperformance relative to the S&P 500 Index for the year, while allocation effects also detracted from relative performance. Security selection in Health Care and Consumer Staples detracted the most from relative performance. Conversely, security selection in Consumer Discretionary and Communication Services contributed to relative performance. Sector allocation also had a negative impact on relative performance. An underweight in Energy and an overweight in Consumer Discretionary detracted from relative performance, while an overweight in Industrials and an underweight in Communication Services added value.

 

2022 Top Contributors to Fund Relative Return
Cigna
Phillips 66
Chubb
Ameriprise Financial
O’Reilly Automotive

 

2022 Top Detractors from Fund Relative Return
Catalent
Guardant Health
Adaptive Biotechnologies
Alphabet
Bio-Techne

 

 

Cigna outperformed the S&P 500 Index, more specifically in the second and third quarter of the year, as the company reported what we view as solid second quarter results driven by a better-than-expected medical loss ratio. We believe Cigna benefited from investors seeking relative “safety” in the managed care sector. The company also continues to be aggressive with share repurchases and we believe the defensive nature of Cigna’s business continues to be attractive during the ongoing macroeconomic uncertainty.

 

Phillips 66 contributed to relative performance in the Fund during the year, as the company benefited from a strengthening refining environment due to improved diesel and gasoline crack spreads and an improving midstream business from increasing export demands. The overall demand environment for diesel is expected to remain strong due to robust aviation needs and general consumer demand continues to be strong. The company’s Chemicals business segment also continues to hold up better than expected with margins normalizing at levels higher than previously forecasted. Management sees the strong refining tailwinds as supporting higher levels of free cash flow allowing for repayment of debt incurred during COVID shutdowns and a return to buybacks by the end of the first half of 2022.

 76 

 

ARISTOTLE CORE EQUITY FUND 2022
Annual
Commentary

 

Catalent shares were weak in the second half of the year following an earnings miss and a reduction in guidance. The lowering of guidance is attributable to two items: slower consumer spending on the pharmaceutical and consumer health segment due to low consumer confidence, inflation and a deteriorating macroeconomic environment; and cash conservatism amongst customers in both retail (wanting to reduce inventory to protect working capital) and pharma/biotech, reprioritizing pipelines and slowing certain pipeline programs. Excluding COVID-19-related business, revenue grew in excess of 20% on an organic basis. As a result, their base businesses remain strong.

 

Shares of Adaptive Biotechnologies were weak earlier in the year, despite the company reporting better-than-expected results and guiding in line with estimates in mid-February. High-valuation growth companies like Adaptive Biotechnologies continued to be pressured as investors weighed the risk of inflation and rising Treasury yields. On a positive note, clonoSEQ volumes continue to be strong and 2023 is shaping up to be a catalyst-rich year as the company is progressing to expand their testing modality into more areas.

 

Investment Activity

 

During the year, we made the following purchases and sales in the Fund.

 

2022 Fund Purchases
Spirit AeroSystems Holdings 1Q2022
Accenture 2Q2022
ServiceNow 2Q2022
Halliburton 3Q2022
Antero Resources 4Q2022

 

2022 Fund Sales
PayPal Holdings 1Q2022
Fidelity National Information Services 2Q2022
Adobe 2Q2022
Ball 3Q2022
Comcast 3Q2022

 

 

Purchases

 

Spirit AeroSystems Holdings is a supplier of aerostructures to several aerospace and defense (A&D) companies, including Boeing, which is its largest customer. The company supplies fuselages, propulsion systems and wings for A&D companies. We expect Spirit to benefit from a recovery in aircraft production which was significantly curtailed over the past few years because of Boeing’s delayed recertification of the 737 MAX, following two major airline crashes. The airline and aerospace industries were also negatively impacted by the coronavirus pandemic, as both travel demand was curtailed and various governments restricted travel by their citizens. Spirit is focused on improving its margins. The company’s mix of aircraft production should organically increase as a result of more 737 MAX production in the mix. The 737 MAX is Spirit’s most profitable product. Meanwhile, a reduction in 787 MAX production also helps the company’s margin, since Spirit loses money on this program. The company is also automating its manufacturing processes in its factories which should help margins. We expect an improvement in the balance sheet, as profitability improves, and deliveries of aircraft reduce the amount of inventory on the balance sheet. The company produced positive free cash flow in its most recent reported quarter. Consensus earnings estimates are $2.78 and $5.35 for fiscal years 2023 and 2024, respectively. Earnings revisions for 2023 and 2024 appear to have bottomed and begun increasing modestly.

 77 

 

ARISTOTLE CORE EQUITY FUND 2022
Annual
Commentary

 

Accenture provides management and technology consulting services and solutions. The company delivers a range of specialized capabilities and solutions to clients across all industries and around the world. Accenture offers a portfolio of management consulting, strategy, digital, technology, interactive and business operations services to some of the leading companies and government organizations. We see digital transformation strategies remain a key initiative for global enterprises and believe Accenture is well-positioned. The company’s IT service and solutions business has an attractive mix to capitalize on digital transformation strategies. We have a positive view on Accenture’s historical success in Mergers & Acquisitions (M&A), which supports the company’s growth through talent acquisition as well as niche technology bolt-ons.

 

ServiceNow provides digital workflows on a single enterprise cloud platform called the Now Platform. The company offers products on the Now Platform and standard applications specially designed for automating IT, Employee and Customer workflows. ServiceNow delivers software via the Internet through a simple and easy-to-use interface that can deploy the package offerings and allow customers to build their applications. Customers can choose to host software by themselves or through third-party service providers. The company offers professional services, both directly and through partners, to help customers deploy and utilize the products and platform. We consider ServiceNow a leading beneficiary of the digital transformation initiatives taking place in enterprises around the world. We believe it is the best-of-breed technology company with attractive topline growth metrics supported by a growing Total Addressable Market (TAM) along with positive FREE cash flow which is recycled into accelerating growth initiatives both organically and through selective M&A.

 

Halliburton provides energy, engineering and construction services and is a manufacturer of products for the energy industry. The company offers services and products and integrated solutions to customers in the exploration, development, and production of oil and natural gas. Halliburton operates two business segments: Completion & Production and Drilling & Evaluation. Our conviction in longer-term operating leverage is supported by the focus on improving cost structures. Upstream oil and gas spending over the longer term can benefit Exploration & Production (E&P) firms from sustained high oil and gas prices and a renewed urgency in global energy security. We believe the rightsizing of the company’s cost structure and forward focus on margins at the same time as E&Ps respond to new investment signals will drive both topline and bottom-line growth.

 

Antero Resources is engaged in the development, production, exploration and acquisition of natural gas, natural gas liquids (NGLs) and oil properties located in the Appalachian Basin. Operating entirely within the U.S., Colorado-based Antero Resources holds approximately 502,000 net acres of oil and gas properties in Ohio and West Virginia. Antero Resources intends to leverage its team’s experience delineating and developing natural gas resource plays to continue developing its reserves and production, primarily on the company’s existing multi-year project inventory. We see the company generating significant free cash flow (FCF) over the next few years and a sizable return of FCF to shareholders through buybacks. Antero Resources has significantly reduced its debt over the past three years. Longer-term structural tailwinds exist for natural gas and NGLs, as U.S. supply growth rates remains constrained by takeaway capacity additions and lower reinvestment rates by Exploration & Production (E&P), following years of shareholder pressure to reduce leverage and balance shareholder returns with growth. We continue to see a structural shift in demand for natural gas and NGLs supporting prices at these levels or higher leading to attractive FCF growth for Antero Resources.

 78 

 

ARISTOTLE CORE EQUITY FUND 2022
Annual
Commentary

 

Sales

 

We sold our position in PayPal Holdings early in the year due to the uncertain twelve-month horizon the company faces due to market headwinds from inflation and supply chain issues impacting e-commerce. On a more fundamental level, we sold due to the seismic shift in strategy and our disappointment with management credibility. The company reported weak 2022 guidance, and a strategic shift announced on the fourth quarter 2021 earnings call. The global payments space is undergoing a massive transition due to new technology introduced by both private and new Initial Public Offerings prospects, and we believe that the significant amount of private capital underwriting the new technology will continue to pressure incumbent players, even those as large and seemingly in the sweet spot of e-commerce payments, as PayPal currently is.

 

We sold our position in Fidelity National Information Services during the second quarter, thereby reducing our exposure to the payments processing space within the Fund. Inflation continues to be a concern; despite the fact we are beginning to see signs of it slowing.

 

We sold our position in Adobe to reduce our weighting in the Information Technology sector. We continue to see risk in higher valuation technology names, such as Adobe, due to both slowing business trends and multiple compression. Adobe has exposure to both the SMB market segment as well as e-commerce, both areas which have shown pockets of weakness during the current earnings season.

 

We sold Ball in the third quarter following a very disappointing second quarter earnings and outlook that has caused us to reevaluate the long-term growth potential of the North American beverage can market. The competitive environment appears to have increased more quickly than management has anticipated. We believe it is prudent to sell the entire position as Ball is forced to reevaluate its growth strategy and shift its capital deployments. Market conditions in North America could spread to other global markets over the next couple of years.

 

We sold our position in Comcast over concerns that the post-COVID slowdown in the company’s broadband net adds experienced in recent quarters will persist for the foreseeable future. The company faces increased competition in broadband from fiber and fixed-5G offerings that can deliver comparable or better service at lower prices. We believe that Comcast could respond to this competitive threat by cutting prices of its broadband and wireless bundle plans, which would pressure margins and earnings before interest, taxes, depreciation, and amortization (EBITDA) growth. In addition, the company likely faces increased capital expenditures (CapEx) intensity as it seeks to keep its broadband service competitive.

 79 

 

ARISTOTLE CORE EQUITY FUND 2022
Annual
Commentary

 

This information is for illustrative purposes only and is not a recommendation to buy or sell a particular security. There is no guarantee that the securities discussed will prove to be profitable. Please refer to disclosures at the end of this document.

 

Outlook

 

The focus for equity investors going into 2023 will be the potential for an economic recession and the corresponding impact on corporate profits. Although inflation may have peaked, the Federal Reserve will potentially look to continue to raise interest rates and reduce their balance sheet in an effort to cool the labor market. One of the key statistics tracking the labor market is the Job Openings and Labor Turnover Survey (JOLTS), which has started to show signs of softening, with the number of job openings declining from recent highs. The gap between job openings and people looking for work still stands at an elevated ratio of 1.7 as of October 2022. With the labor market still tight, the Federal Reserve will most likely raise interest rates another two to three times in 2023 with the potential for the federal funds rate to peak at 5.00% to 5.25%. Although the federal funds futures point to the potential for a pivot into an easing cycle, the most likely scenario is for the Federal Reserve to take a wait-and-see approach once they are done raising interest rates. This can create an uncertain economic environment for at least the first half of 2023. On a positive note, the price of goods may likely continue to decline as many of the issues around tight supply chain have eased. The pace of decline in goods prices could very well be delayed or lessened by the spike in COVID-19 cases in China. As we approach the second half of the year, the debt ceiling could add to equity market volatility, as we now have a split party government. Lastly, the uncertain outcome and potential for escalation in Ukraine on the part of Russia may, at times, unsettle markets. The equity market will most likely struggle at the start of 2023, as investors weigh the economic impact of an aggressive tightening cycle. Once the Federal Reserve signals the end of the tightening cycle, we should expect a sizable rally in equity markets. Our focus will continue to be at the company level, with an emphasis on seeking to invest in companies with secular tailwinds or strong product-driven cycles.

 

     
Owen Fitzpatrick, CFA Thomas Hynes, Jr., CFA Brendan O’Neil, CFA
Principal, Lead Portfolio Manager Principal, Portfolio Manager Principal, Portfolio Manager

 80 

 

ARISTOTLE CORE EQUITY FUND 2022
Annual
Commentary

 

 

Aristotle Core Equity Fund, Class I (ARSLX)

 

Performance Update December 31, 2022

 
Total Return 4Q22 1 Year 3 Years 5 Years Annualized Since Inception (3/31/2017) Gross/Net Expense Ratio
ARSLX 6.75% -22.15% 6.76% 9.19% 10.54% 0.79% / 0.65%
S&P 500 Index 7.56% -18.11% 7.66% 9.42% 10.78% N/A

 

Performance results for periods greater than one year have been annualized.

 

Performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain current performance information to the most recent month-end, please call (844) 274-7868.

 

The Fund’s Advisor has contractually agreed to waive certain fees and/or absorb expenses through April 30, 2023 to the extent that the total annual operating expenses do not exceed 0.65% of the Fund’s average daily net assets. The Fund’s Advisor may seek reimbursement from the Fund for waived fees and/or expenses paid for three fiscal years from the date of the waiver or payment. A redemption fee of 1.00% will be imposed on redemptions of shares within 30 days.

 

Important Information:

 

There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal.

 

The views in this letter were as of December 31, 2022 and may not necessarily reflect the same views on the date this letter is first published or any time thereafter. These views are intended to help shareholders in understanding the Fund’s investment methodology and do not constitute investment advice.

 

Past performance is not indicative of future results. You should not assume that any of the securities transactions, sectors or holdings discussed in this report are or will be profitable, or that recommendations Aristotle Atlantic makes in the future will be profitable or equal the performance of the securities listed in this report. There is no assurance that any securities, sectors or industries discussed herein will be included in or excluded from the Fund. The opinions expressed are as of the date of publication and are subject to change due to changes in the market or economic conditions and may not necessarily come to pass. Aristotle Atlantic reserves the right to modify its current investment strategies and techniques based on changing market dynamics or client needs. This is not a recommendation to buy or sell a particular security. Holdings are available within the last 12 months.

 

An investment in the Fund is subject to risks and you could lose money on your investment in the Fund. The principal risks of investing in the Fund include, but are not limited to, market risk, equity risk, small-cap, mid-cap and large-cap company risk, sector focus risk, COVID-19 related market events risk, real estate investment trusts (REITs) risk, exchange-traded funds (ETFs) risk, ESG criteria risk, foreign investment risk, warrants and rights risk, preferred stock risk, management and strategy risk and cybersecurity risk. To learn more about the Principal Risks of Investing in the Fund, please reference the prospectus.

 81 

 

ARISTOTLE CORE EQUITY FUND 2022
Annual
Commentary

 

Definitions:

 

·The S&P 500® Index is the Standard & Poor's Composite Index and is a widely recognized, unmanaged index of common stock prices. It is market cap weighted and includes 500 leading companies, capturing approximately 80% coverage of available market capitalization.
·The Russell 1000 Value® Index measures the performance of the large cap value segment of the U.S. equity universe. It includes those Russell 1000® Index companies with lower price-to-book ratios and lower I/B/E/S forecast medium term (2 year) growth and lower sales per share historical growth (5 years).
·The Russell 1000® Growth Index is an unmanaged, market capitalization-weighted index that measures the performance of those companies in the Russell 1000 Index with higher price-to-book ratios and higher I/B/E/S forecast medium term (2 year) growth and higher sales per share historical growth (5 years).
·The Bloomberg U.S. Aggregate Bond Index is a broad base, market capitalization-weighted bond market index representing intermediate term investment grade bonds traded in the United States. The Index is frequently used as a stand-in for measuring the performance of the U.S. bond market. In addition to investment grade corporate debt, the Index tracks government debt, mortgage-backed securities (MBS) and asset-backed securities (ABS) to simulate the universe of investable bonds that meet certain criteria. In order to be included in the Index, bonds must be of investment grade or higher, have an outstanding par value of at least $100 million and have at least one year until maturity.
·Earnings per share (EPS) is calculated as a company's profit divided by the outstanding shares of its common stock.
·Consumer Price Index (CPI) is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services.
·Earnings before interest, taxes, depreciation and amortization (EBITDA) is a metric that seeks to evaluate a company’s operating performance and is often used to compare companies with different investment, debt and tax profiles.
·Gross Domestic Product (GDP) is the total market value of goods and services provided in a country over a one year period. FREE cash flow (FCF) is generally calculated as cash flow from operations less capital expenditures.

 

The volatility (beta) of the Fund may be greater or less than its respective benchmark. It is not possible to invest directly in this index.

 

Portfolio composition will change due to ongoing management of the Fund. References to specific securities or sectors should not be construed as recommendations by the Fund, its Advisor or Distributor.

 

As of December 31, 2022, the 10 largest holdings in the Fund and their weights as a percent of total net assets exclusive of cash were: Microsoft, 7.25%; Apple, 6.39%; Alphabet, 4.80%; Cigna, 3.07%; Broadcom, 2.96%; Norfolk Southern, 2.89%; Amazon, 2.84%; AMETEK, 2.84%; JP Morgan Chase, 2.77%; and Chubb, 2.77%.

 

AAP-2301-50

 

 82 

 

 

Aristotle Core Equity Fund

FUND PERFORMANCE at December 31, 2022 (Unaudited)

 

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares, made at its inception, with a similar investment in the S&P 500 Index. Results include the reinvestment of all dividends and capital gains.

 

The S&P 500 Index is the Standard & Poor’s Composite Index of 500 stocks and is a widely recognized, unmanaged index of common stock prices. This index does not reflect expenses, fees, or sales charge, which would lower performance. This index is unmanaged and it is not available for investment.

 

Average Annual Total Returns as of December 31, 2022 1 Year 5 Years Since Inception Inception Date
Aristotle Core Equity Fund – Class I -22.15% 9.19% 10.54% 3/31/2017
S&P 500 Index -18.11% 9.42% 10.78% 3/31/2017

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling (888) 661-6691.

 

Gross and net expense ratios for the Fund’s Class I shares were 0.79% and 0.65%, respectively, which were the amounts stated in the current prospectus dated May 1, 2022. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.65% of the Fund’s average daily net assets. This agreement is in effect until April 30, 2023, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares. Shares redeemed within 30 days of purchase will be charged a 1.00% redemption fee.

 83 

 

Aristotle Core Equity Fund
SCHEDULE OF INVESTMENTS
As of December 31, 2022

 

 

Number of Shares      Value 
    COMMON STOCKS — 98.4%    
     COMMUNICATIONS — 5.8%     
 89,623   Alphabet, Inc. - Class A*  $7,907,437 
 20,856   Walt Disney Co.*   1,811,969 
         9,719,406 
           
     CONSUMER DISCRETIONARY — 10.8%     
 55,754   Amazon.com, Inc.*   4,683,336 
 9,216   Dollar General Corp.   2,269,440 
 76,891   General Motors Co.   2,586,613 
 11,494   Home Depot, Inc.   3,630,495 
 15,052   Marriott International, Inc. - Class A   2,241,092 
 3,152   O'Reilly Automotive, Inc.*   2,660,383 
         18,071,359 
           
     CONSUMER STAPLES — 6.4%     
 7,302   Costco Wholesale Corp.   3,333,363 
 61,694   Darling Ingredients, Inc.*   3,861,427 
 8,311   Estee Lauder Cos., Inc. - Class A   2,062,042 
 7,957   PepsiCo, Inc.   1,437,512 
         10,694,344 
           
     ENERGY — 3.3%     
 38,600   Antero Resources Corp.*   1,196,214 
 43,959   Halliburton Co.   1,729,787 
 25,218   Phillips 66   2,624,689 
         5,550,690 
           
     FINANCIALS — 12.0%     
 13,502   Ameriprise Financial, Inc.   4,204,118 
 106,162   Bank of America Corp.   3,516,086 
 20,669   Chubb Ltd.1   4,559,581 
 31,487   Intercontinental Exchange, Inc.   3,230,251 
 34,077   JPMorgan Chase & Co.   4,569,726 
         20,079,762 
           
     HEALTH CARE — 17.1%     
 35,554   Abbott Laboratories   3,903,474 
 248,752   Adaptive Biotechnologies Corp.*   1,900,465 
 14,896   Becton, Dickinson and Co.   3,788,053 
 35,700   Bio-Techne Corp.   2,958,816 
 43,220   Bristol-Myers Squibb Co.   3,109,679 
 29,427   Catalent, Inc.*   1,324,509 

 84 

 

Aristotle Core Equity Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
     COMMON STOCKS (Continued)     
     HEALTH CARE (Continued)     
 15,249   Cigna Corp.  $5,052,604 
 54,160   Guardant Health, Inc.*   1,473,152 
 7,000   Teleflex, Inc.   1,747,410 
 6,116   Thermo Fisher Scientific, Inc.   3,368,020 
         28,626,182 
           
     INDUSTRIALS — 10.8%     
 33,432   AMETEK, Inc.   4,671,119 
 10,891   Chart Industries, Inc.*   1,254,970 
 15,041   Honeywell International, Inc.   3,223,286 
 19,348   Norfolk Southern Corp.   4,767,734 
 45,500   Spirit AeroSystems Holdings, Inc. - Class A   1,346,800 
 17,184   Trane Technologies PLC   2,888,459 
         18,152,368 
           
     MATERIALS — 2.1%     
 19,108   Avery Dennison Corp.   3,458,548 
           
     REAL ESTATE — 1.7%     
 9,799   Alexandria Real Estate Equities, Inc. - REIT   1,427,420 
 11,817   Prologis, Inc.   1,332,131 
         2,759,551 
           
     TECHNOLOGY — 24.9%     
 11,952   Accenture PLC - Class A   3,189,272 
 81,000   Apple, Inc.   10,524,330 
 21,646   Applied Materials, Inc.   2,107,887 
 8,727   Broadcom, Inc.   4,879,528 
 18,921   Microchip Technology, Inc.   1,329,200 
 49,794   Microsoft Corp.   11,941,597 
 16,019   NVIDIA Corp.   2,341,017 
 5,731   ServiceNow, Inc.*   2,225,175 
 15,114   Visa, Inc. - Class A   3,140,085 
         41,678,091 
           
     UTILITIES — 3.5%     
 17,735   American Water Works Co., Inc.   2,703,168 
 38,383   NextEra Energy, Inc.   3,208,819 
         5,911,987 
     TOTAL COMMON STOCKS     
     (Cost $159,014,629)   164,702,288 

 

 85 

 

Aristotle Core Equity Fund

SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2022

 

 

Number of Shares      Value 
     SHORT-TERM INVESTMENTS — 1.8%     
 3,022,462   Goldman Sachs Financial Square Government Fund - Institutional, 4.07%2  $3,022,462 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $3,022,462)   3,022,462 
           
     TOTAL INVESTMENTS — 100.2%     
     (Cost $162,037,091)   167,724,750 
     Liabilities in Excess of Other Assets — (0.2)%   (269,379)
     TOTAL NET ASSETS — 100.0%  $167,455,371 

 

PLC – Public Limited Company REIT – Real Estate Investment Trusts

*Non-income producing security.
1Foreign security denominated in U.S. dollars.
2The rate is the annualized seven-day yield at period end.

 

See Accompanying Notes to Financial Statements.

 86 

 

Aristotle Core Equity Fund
SUMMARY OF INVESTMENTS
As of December 31, 2022

 

 

Security Type/Sector  Percent of Total Net Assets 
Common Stocks    
Technology   24.9%
Health Care   17.1%
Financials   12.0%
Industrials   10.8%
Consumer Discretionary   10.8%
Consumer Staples   6.4%
Communications   5.8%
Utilities   3.5%
Energy   3.3%
Materials   2.1%
Real Estate   1.7%
Total Common Stocks   98.4%
Short-Term Investments   1.8%
Total Investments   100.2%
Liabilities in Excess of Other Assets   (0.2)%
Total Net Assets   100.0%

 

See Accompanying Notes to Financial Statements.

 87 

 

STATEMENTS OF ASSETS AND LIABILITIES

As of December 31, 2022

 

 

   Aristotle/Saul Global   Aristotle International   Aristotle Strategic 
   Equity Fund   Equity Fund   Credit Fund 
Assets:            
Investments, at cost  $55,603,483   $381,396,824   $8,838,056 
Foreign currency, at cost   624    1,498    - 
Investments, at value  $67,420,660   $377,222,746   $8,148,100 
Foreign currency, at value   624    1,511    - 
Cash   -    -    78 
Receivables:               
Investment securities sold   -    180,950    - 
Fund shares sold   -    705,252    - 
Dividends and interest   72,495    294,296    114,715 
Reclaims receivable   115,264    741,758    - 
Due from Advisor   -    -    10,640 
Prepaid expenses   735    20,904    10,229 
Total assets   67,609,778    379,167,417    8,283,762 
Liabilities:               
Payables:               
Investment securities purchased   -    -    47,421 
Fund shares redeemed   1,412    221,754    - 
Advisory fees   29,601    182,303    - 
Shareholder servicing fees (Note 7)   -    67,712    - 
Fund administration and               
accounting fees   13,354    35,461    6,332 
Transfer agent fees and expenses   5,029    2,934    2,602 
Custody fees   10,471    35,327    7,319 
Auditing fees   21,263    21,221    24,095 
Trustees' deferred compensation               
(Note 3)   7,809    8,672    7,255 
Chief Compliance Officer fees   1,139    65    209 
Trustees' fees and expenses   1,114    1,121    1,600 
Accrued other expenses   19,265    14,041    12,696 
Total liabilities   110,457    590,611    109,529 
Net Assets  $67,499,321   $378,576,806   $8,174,233 
                
Components of Net Assets:               
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)  $55,846,735   $400,359,026$   8,999,410 
Total distributable earnings (accumulated deficit)   11,652,586    (21,782,220)   (825,177)
Net Assets  $67,499,321$   378,576,806   $8,174,233 
                
Class I:               
Shares of beneficial interest issued and outstanding   5,201,684    33,274,423    868,021 
Net asset value per share  $12.98   $11.38   $9.42 

 

See Accompanying Notes to Financial Statements.

 

 88 

 

STATEMENTS OF ASSETS AND LIABILITIES - Continued
As of December 31, 2022

 

 

   Aristotle Value Equity Fund   Aristotle Small Cap Equity Fund   Aristotle Core Equity Fund 
Assets:            
Investments, at cost  $641,054,881   $173,337,345   $162,037,091 
Foreign currency, at cost   -    -    - 
Investments, at value  $683,834,857   $190,452,611   $167,724,750 
Foreign currency, at value   -    -    - 
Cash   -    -    - 
Receivables:               
Investment securities sold   -    209,276    - 
Fund shares sold   673,315    60,665    953,704 
Dividends and interest   622,920    112,551    56,482 
Reclaims receivable   33,606    -    - 
Due from Advisor   -    -    - 
Prepaid expenses   9,198    10,256    1,274 
Total assets   685,173,896    190,845,359    168,736,210 
Liabilities:               
Payables:               
Investment securities purchased   -    -    - 
Fund shares redeemed   1,341,056    368    1,122,142 
Advisory fees   341,785    105,940    53,329 
Shareholder servicing fees (Note 7)   -    28,491    30,642 
Fund administration and               
accounting fees   57,287    25,149    16,482 
Transfer agent fees and expenses   5,945    3,896    3,476 
Custody fees   28,542    11,664    12,179 
Auditing fees   21,022    21,804    19,584 
Trustees' deferred compensation               
(Note 3)   10,215    8,069    7,837 
Chief Compliance Officer fees   586    97    321 
Trustees' fees and expenses   1,339    530    966 
Accrued other expenses   43,848    12,996    13,881 
Total liabilities   1,851,625    219,004    1,280,839 
Net Assets  $683,322,271   $190,626,355   $167,455,371 
                
Components of Net Assets:               
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)  $653,478,812   $179,485,531   $164,820,770 
Total distributable earnings (accumulated deficit)   29,843,459    11,140,824    2,634,601 
Net Assets  $683,322,271   $190,626,355   $167,455,371 
                
Class I:               
Shares of beneficial interest issued and outstanding   39,860,458    13,944,179    9,912,689 
Net asset value per share  $17.14   $13.67   $16.89 

 

See Accompanying Notes to Financial Statements.

 89 

 

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2022

 

 

   Aristotle/Saul Global Equity Fund   Aristotle International Equity Fund   Aristotle Strategic Credit Fund 
Investment income:            
Dividends (net of foreign withholding taxes of $118,498, $799,171 and $0, respectively)  $1,411,046   $7,797,019  $4,500 
Interest   5,878    32,258    343,215 
Total investment income   1,416,924    7,829,277    347,715 
                
Expenses:               
Advisory fees   541,107    2,654,803    38,121 
Shareholder servicing fees (Note 7)   -    385,364    - 
Fund administration and accounting fees   77,226    290,421    70,491 
Transfer agent fees and expenses   17,406    28,747    16,357 
Custody fees   20,659    90,264    11,771 
Registration fees   23,323    40,001    20,016 
Auditing fees   21,013    20,999    23,995 
Legal fees   10,336    11,148    6,747 
Miscellaneous   7,681    17,093    5,725 
Chief Compliance Officer fees   5,758    6,767    5,961 
Trustees' fees and expenses   5,169    10,296    5,937 
Shareholder reporting fees   4,201    15,750    8,601 
Insurance fees   3,664    4,144    3,531 
Total expenses   737,543    3,575,797    217,253 
Advisory fees recovered (waived)   (119,136)   (541,736)   (38,121)
Other expenses absorbed   -    -    (128,845)
Net expenses   618,407    3,034,061    50,287 
Net investment income (loss)   798,517    4,795,216    297,428 
                
Realized and Unrealized Gain (Loss):               
Net realized gain (loss) on:               
Investments   1,450,323    (16,588,326)   (59,614)
Foreign currency transactions   (8,515)   (57,268)   - 
Net realized gain (loss)   1,441,808    (16,645,594)   (59,614)
Net change in unrealized appreciation/depreciation on: Investments   (19,558,905)   (78,166,293)   (751,389)
Foreign currency translations   (1,941)   (9,584)   - 
Net change in unrealized appreciation/depreciation   (19,560,846)   (78,175,877)   (751,389)
Net realized and unrealized gain (loss)   (18,119,038)   (94,821,471)   (811,003)
                
Net Increase (Decrease) in Net Assets from Operations  $(17,320,521)  $(90,026,255)  $(513,575)

 

 

See Accompanying Notes to Financial Statements.

 90 

 

STATEMENTS OF OPERATIONS - Continued

For the Year Ended December 31, 2022

 

 

 
 
 
 
Aristotle Value Equity Fund  
 
 
 
Aristotle Small Cap
Equity Fund
 
 
 
 
Aristotle Core Equity Fund  
 
Investment income:               
Dividends (net of foreign withholding taxes of $227,933, $1,530 and $0, respectively)  $14,992,507   $1,740,133   $1,980,542 
Interest   58,687    28,464    17,293 
Total investment income   15,051,194    1,768,597    1,997,835 
                
Expenses:               
Advisory fees   4,844,127    1,446,338    860,894 
Shareholder servicing fees (Note 7)   -    211,990    214,988 
Fund administration and accounting fees   525,119    144,693    124,966 
Transfer agent fees and expenses   47,864    18,745    22,935 
Custody fees   74,053    32,070    26,413 
Registration fees   77,466    22,001    35,048 
Auditing fees   20,997    21,013    19,298 
Legal fees   19,698    9,599    12,972 
Miscellaneous   53,394    8,961    12,607 
Chief Compliance Officer fees   7,650    6,661    6,762 
Trustees' fees and expenses   14,799    6,993    7,195 
Shareholder reporting fees   33,082    8,582    7,059 
Insurance fees   5,039    3,857    3,794 
Total expenses   5,723,288    1,941,503    1,354,931 
Advisory fees recovered (waived)   (152,541)   (206,121)   (235,768)
Other expenses absorbed   -    -    - 
Net expenses   5,570,747    1,735,382    1,119,163 
Net investment income (loss)   9,480,447    33,215    878,672 
                
Realized and Unrealized Gain (Loss):               
Net realized gain (loss) on:               
Investments   (12,550,443)   6,750,556    (2,927,903)
Foreign currency transactions   -    -    - 
Net realized gain (loss)   (12,550,443)   6,750,556    (2,927,903)
Net change in unrealized appreciation/depreciation on: Investments   (141,394,895)   (29,171,704)   (42,159,025)
Foreign currency translations   -    -    - 
Net change in unrealized appreciation/depreciation   (141,394,895)   (29,171,704)   (42,159,025)
Net realized and unrealized gain (loss)   (153,945,338)   (22,421,148)   (45,086,928)
                
Net Increase (Decrease) in Net Assets from Operations  $(144,464,891)  $(22,387,933)  $(44,208,256)

 

 

See Accompanying Notes to Financial Statements.

 91 

 

Aristotle/Saul Global Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   For the Year Ended December 31, 2022   For the Year Ended December 31, 2021 
Increase (Decrease) in Net Assets from:        
Operations:          
Net investment income (loss)  $798,517  $586,550 
Net realized gain (loss) on investments and foreign currency transactions   1,441,808    2,685,810 
Net change in unrealized appreciation/depreciation on investments and foreign currency translations   (19,560,846)   10,987,859 
Net increase (decrease) in net assets resulting from operations   (17,320,521)   14,260,219 
Distributions to Shareholders:          
Distributions   (3,362,473)   (2,292,553)
Total distributions to shareholders   (3,362,473)   (2,292,553)
Capital Transactions:          
Class I:          
Net proceeds from shares sold   11,950,209    21,163,818 
Reinvestment of distributions   1,863,337    1,093,209 
Cost of shares redeemed1   (19,659,867)   (9,323,738)
Net increase (decrease) in net assets from capital transactions   (5,846,321)   12,933,289 
Total increase (decrease) in net assets   (26,529,315)   24,900,955 
Net Assets:          
Beginning of period   94,028,636    69,127,681 
End of period  $67,499,321   $94,028,636 
Capital Share Transactions:          
Class I:          
Shares sold   851,183    1,345,378 
Shares reinvested   139,367    66,863 
Shares redeemed   (1,478,728)   (596,230)
Net increase (decrease) in capital share transactions   (488,178)   816,011 

 

1Net of redemption fee proceeds of $0 and $150, respectively.

 

See Accompanying Notes to Financial Statements.

 92 

 

Aristotle International Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   For the Year Ended December 31, 2022   For the Year Ended December 31, 2021 
Increase (Decrease) in Net Assets from:          
Operations:          
Net investment income (loss)  $4,795,216   $2,933,812 
Net realized gain (loss) on investments and foreign currency transactions   (16,645,594)   4,795,789 
Net change in unrealized appreciation/depreciation on investments and foreign currency translations   (78,175,877)   38,013,827 
Net increase (decrease) in net assets resulting from operations   (90,026,255)   45,743,428 
           
Distributions to Shareholders:          
Distributions   (4,698,478)   (6,634,924)
From return of capital   -    (26,883)
Total distributions to shareholders   (4,698,478)   (6,661,807)
           
Capital Transactions:          
Class I:          
Net proceeds from shares sold   251,614,897    157,891,833 
Reinvestment of distributions   3,779,794    6,440,879 
Cost of shares redeemed1   (173,569,655)   (56,958,614)
Net increase (decrease) in net assets from capital transactions   81,825,036    107,374,098 
           
Total increase (decrease) in net assets   (12,899,697)   146,455,719 
           
Net Assets:          
Beginning of period   391,476,503    245,020,784 
End of period  $378,576,806   $391,476,503 
Capital Share Transactions:          
Class I:          
Shares sold   20,923,900    11,473,476 
Shares reinvested   321,959    454,543 
Shares redeemed   (14,854,261)   (4,182,655)
Net increase (decrease) in capital share transactions   6,391,598    7,745,364 

 

 

1Net of redemption fee proceeds of $19,782 and $4,204, respectively.

 

See Accompanying Notes to Financial Statements.

 93 

 

Aristotle Strategic Credit Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   For the Year Ended December 31, 2022   For the Year Ended December 31, 2021 
Increase (Decrease) in Net Assets from:          
Operations:          
Net investment income (loss)  $297,428   $245,113 
Net realized gain (loss) on investments   (59,614)   297,949 
Net change in unrealized appreciation/depreciation on investments   (751,389)   (332,411)
Net increase (decrease) in net assets resulting from operations   (513,575)   210,651 
           
Distributions to Shareholders:          
Distributions   (298,841)   (247,330)
Total distributions to shareholders   (298,841)   (247,330)
           
Capital Transactions:          
Class I:          
Net proceeds from shares sold   807,903    3,223,314 
Reinvestment of distributions   277,666    223,785 
Cost of shares redeemed1   (711,058)   (3,429,674)
Net increase (decrease) in net assets from capital transactions   374,511    17,425 
           
Total increase (decrease) in net assets   (437,905)   (19,254)
           
Net Assets:          
Beginning of period   8,612,138    8,631,392 
End of period  $8,174,233   $8,612,138 
Capital Share Transactions:          
Class I:          
Shares sold   83,647    309,658 
Shares reinvested   28,896    21,475 
Shares redeemed   (72,926)   (327,683)
Net increase (decrease) in capital share transactions   39,617    3,450 

 

1Net of redemption fee proceeds of $2,685 and $0, respectively.

 

See Accompanying Notes to Financial Statements.

 94 

 

Aristotle Value Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 
 
 
 
 
 
For the Year Ended December 31, 2022  
 
 
 
 
 
For the Year Ended December 31, 2021  
 
 
Increase (Decrease) in Net Assets from:          
Operations:          
Net investment income (loss)  $9,480,447  $5,714,814 
Net realized gain (loss) on investments   (12,550,443)   18,198,323 
Net change in unrealized appreciation/depreciation on investments   (141,394,895)   118,375,034 
Net increase (decrease) in net assets resulting from operations   (144,464,891)   142,288,171 
           
Distributions to Shareholders:          
Distributions   (13,240,849)   (20,963,687)
Total distributions to shareholders   (13,240,849)   (20,963,687)
           
Capital Transactions:          
Class I:          
Net proceeds from shares sold   255,906,985    563,921,536 
Reinvestment of distributions   12,569,401    20,232,496 
Cost of shares redeemed1   (374,638,971)   (155,079,458)
Net increase (decrease) in net assets from capital transactions   (106,162,585)   429,074,574 
           
Total increase (decrease) in net assets   (263,868,325)   550,399,058 
           
Net Assets:          
Beginning of period   947,190,596    396,791,538 
End of period  $683,322,271   $947,190,596 
Capital Share Transactions:          
Class I:          
Shares sold   13,993,202    29,413,027 
Shares reinvested   713,765    989,848 
Shares redeemed   (20,931,424)   (7,891,578)
Net increase (decrease) in capital share transactions   (6,224,457)   22,511,297 

 

1Net of redemption fee proceeds of $10,865 and $4,503, respectively.

 

See Accompanying Notes to Financial Statements.

 95 

 

Aristotle Small Cap Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   For the Year Ended December 31, 2022   For the Year Ended December 31, 2021 
Increase (Decrease) in Net Assets from:        
Operations:          
Net investment income (loss)  $33,215  $(118,298)
Net realized gain (loss) on investments   6,750,556    9,495,141 
Net change in unrealized appreciation/depreciation on investments   (29,171,704)   22,300,412 
Net increase (decrease) in net assets resulting from operations   (22,387,933)   31,677,255 
Distributions to Shareholders:          
Distributions   (9,325,231)   (6,802,780)
Total distributions to shareholders   (9,325,231)   (6,802,780)
Capital Transactions:          
Class I:          
Net proceeds from shares sold   37,935,529    45,365,874 
Reinvestment of distributions   9,125,198    6,796,183 
Cost of shares redeemed1   (40,597,162)   (22,730,769)
Net increase (decrease) in net assets from capital transactions   6,463,565    29,431,288 
Total increase (decrease) in net assets   (25,249,599)   54,305,763 
Net Assets:          
Beginning of period   215,875,954    161,570,191 
End of period  $190,626,355   $215,875,954 
Capital Share Transactions:          
Class I:          
Shares sold   2,646,459    2,890,648 
Shares reinvested   654,136    437,616 
Shares redeemed   (2,856,856)   (1,454,320)
Net increase (decrease) in capital share transactions   443,739    1,873,944 

 

1Net of redemption fee proceeds of $7,632 and $991, respectively.

 

See Accompanying Notes to Financial Statements.

 96 

 

Aristotle Core Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   For the Year Ended December 31, 2022   For the Year Ended December 31, 2021 
Increase (Decrease) in Net Assets from:        
Operations:          
Net investment income (loss)  $878,672   $468,586 
Net realized gain (loss) on investments   (2,927,903)   2,438,640 
Net change in unrealized appreciation/depreciation on investments   (42,159,025)   26,979,314 
Net increase (decrease) in net assets resulting from operations   (44,208,256)   29,886,540 
           
Distributions to Shareholders:          
Distributions   (1,401,488)   (2,659,333)
Total distributions to shareholders   (1,401,488)   (2,659,333)
           
Capital Transactions:          
Class I:          
Net proceeds from shares sold   60,986,522    71,605,338 
Reinvestment of distributions   1,353,617    2,605,321 
Cost of shares redeemed1   (27,787,884)   (13,604,250)
Net increase (decrease) in net assets from capital transactions   34,552,255    60,606,409 
           
Total increase (decrease) in net assets   (11,057,489)   87,833,616 
           
Net Assets:          
Beginning of period   178,512,860    90,679,244 
End of period  $167,455,371   $178,512,860 
Capital Share Transactions:          
Class I:          
Shares sold   3,240,338    3,643,249 
Shares reinvested   76,692    120,449 
Shares redeemed   (1,565,121)   (679,279)
Net increase (decrease) in capital share transactions   1,751,909    3,084,419 

 

1Net of redemption fee proceeds of $3,727 and $2,413, respectively.

 

See Accompanying Notes to Financial Statements.

 97 

 

Aristotle/Saul Global Equity Fund

FINANCIAL HIGHLIGHTS

Class I

 

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   For the Year Ended December 31, 
   2022   2021   2020   2019   2018 
Net asset value, beginning of period  $16.53   $14.18   $12.79   $10.76   $13.29 
Income from Investment Operations:                         
Net investment income (loss) 1   0.14    0.11    0.11    0.12    0.13 
Net realized and unrealized gain (loss)   (3.01)   2.65    2.01    2.83    (1.35)
Total from investment operations   (2.87)   2.76    2.12    2.95    (1.22)
Less Distributions:                         
From net investment income   (0.16)   (0.11)   (0.12)   (0.17)   (0.23)
From net realized gain   (0.52)   (0.30)   (0.61)   (0.75)   (1.08)
Total distributions   (0.68)   (0.41)   (0.73)   (0.92)   (1.31)
Redemption fee proceeds1   -2    -2    -2    -    -2 
Net asset value, end of period  $12.98   $16.53   $14.18   $12.79   $10.76 
                          
Total return3   (17.49)%   19.54%   16.68%   27.55%   (9.53)%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $67,499   $94,029   $69,128   $70,240   $64,844 
Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed   0.95%   0.95%   1.07%   1.02%   1.20%
After fees waived and expenses absorbed   0.80%   0.80%   0.80%   0.80%   0.93%4
Ratio of net investment income (loss) to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed   0.88%   0.55%   0.63%   0.75%   0.71%
After fees waived and expenses absorbed   1.03%   0.70%   0.90%   0.97%   0.98%
                          
Portfolio turnover rate   22%   13%   12%   22%   37%

 

1Based on average shares outstanding for the period.
2Amount represents less than $0.01 per share.
3Total returns would have been lower/higher had expenses not been waived or absorbed/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
4Effective September 1, 2018, the Fund's advisor had contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that total annual fund operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend expenses on short sales, acquired fund fees and expenses as determined in accordance with SEC Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) do not exceed 0.80% of average daily net assets of the Fund. Prior to September 1, 2018, the annual operating expense limitation was 0.98%.

 

See Accompanying Notes to Financial Statements.

 98 

 

Aristotle International Equity Fund

FINANCIAL HIGHLIGHTS

Class I

 

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   For the Year Ended December 31, 
   2022   2021   2020   2019   2018 
Net asset value, beginning of period  $14.56   $12.80   $11.66   $9.54   $10.74 
Income from Investment Operations:                         
Net investment income (loss) 1   0.15    0.13    0.10    0.18    0.16 
Net realized and unrealized gain (loss)   (3.19)   1.88    1.11    2.11    (1.22)
Total from investment operations   (3.04)   2.01    1.21    2.29    (1.06)
Less Distributions:                         
From net investment income   (0.14)   (0.11)   (0.07)   (0.15)   (0.14)
From net realized gain   -    (0.14)   -    (0.02)   - 
From return of capital   -    -2    -    -    - 
Total distributions   (0.14)   (0.25)   (0.07)   (0.17)   (0.14)
Redemption fee proceeds1   -2    -2    -2    -2    -2 
Net asset value, end of period  $11.38   $14.56   $12.80   $11.66   $9.54 
                          
Total return3   (20.91)%   15.79%   10.40%   23.98%   (9.89)%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $378,577   $391,477   $245,021   $91,225   $45,636 
Ratio of expenses to average net assets:                         
Before fees waived and expenses absorbed   0.94%   0.93%   1.04%   1.17%   1.42%
After fees waived and expenses absorbed   0.80%   0.80%   0.80%   0.80%   0.88%4
Ratio of net investment income (loss) to average net assets:                         
Before fees waived and expenses absorbed   1.12%   0.78%   0.72%   1.26%   0.90%
After fees waived and expenses absorbed   1.26%   0.91%   0.96%   1.63%   1.44%
                          
Portfolio turnover rate   18%   10%   14%   11%   17%

 

1Based on average shares outstanding for the period.
2Amount represents less than $0.01 per share.
3Total returns would have been lower/higher had expenses not been waived or absorbed/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
4Effective September 1, 2018, the Fund's advisor had contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that total annual fund operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend expenses on short sales, acquired fund fees and expenses as determined in accordance with SEC Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) do not exceed 0.80% of average daily net assets of the Fund. Prior to September 1, 2018, the annual operating expense limitation was 0.93%.

 

See Accompanying Notes to Financial Statements.

 99 

 

Aristotle Strategic Credit Fund

FINANCIAL HIGHLIGHTS
Class I

 

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   For the Year Ended December 31, 
   2022   2021   2020   2019   2018 
Net asset value, beginning of period  $10.40   $10.46   $10.07   $9.39   $9.96 
Income from Investment Operations:                         
Net investment income (loss) 1   0.35    0.32    0.32    0.40    0.41 
Net realized and unrealized gain (loss)   (0.97)   (0.06)   0.39    0.68    (0.56)
Total from investment operations   (0.62)   0.26    0.71    1.08    (0.15)
Less Distributions:                         
From net investment income   (0.36)   (0.32)   (0.32)   (0.40)   (0.42)
From net realized gain   -    -    -    -    - 
Total distributions   (0.36)   (0.32)   (0.32)   (0.40)   (0.42)
Redemption fee proceeds1   -2    -    -    -    - 
Net asset value, end of period  $9.42   $10.40   $10.46   $10.07   $9.39 
                          
Total return3   (6.02)%   2.56%   7.26%   11.71%   (1.58)%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $8,174   $8,612   $8,631   $5,972   $4,818 
Ratio of expenses to average net assets:                         
Before fees waived and expenses absorbed   2.68%   2.72%   3.22%   3.94%   4.03%
After fees waived and expenses absorbed   0.62%   0.62%   0.62%   0.62%   0.62%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived and expenses absorbed   1.61%   0.94%   0.60%   0.69%   0.80%
After fees waived and expenses absorbed   3.67%   3.04%   3.20%   4.01%   4.21%
                          
Portfolio turnover rate   34%   104%   46%   54%   89%

 

1Based on average shares outstanding for the period.
2Amount represents less than $0.01 per share.
3Total returns would have been lower/higher had expenses not been waived or absorbed/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

See Accompanying Notes to Financial Statements.

 100 

 

Aristotle Value Equity Fund

FINANCIAL HIGHLIGHTS
Class I

 

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

       For the Year Ended December 31,     
   2022   2021   2020   2019   2018 
Net asset value, beginning of period  $20.55   $16.83   $14.79  $11.29   $12.64 
Income from Investment Operations:                         
Net investment income (loss) 1   0.21    0.16    0.13    0.13    0.13 
Net realized and unrealized gain (loss)   (3.29)   4.03    2.00    3.50    (1.33)
Total from investment operations   (3.08)   4.19    2.13    3.63    (1.20)
Less Distributions:                         
From net investment income   (0.21)   (0.13)   (0.09)   (0.13)   (0.07)
From net realized gain   (0.12)   (0.34)   -    -    (0.08)
Total distributions   (0.33)   (0.47)   (0.09)   (0.13)   (0.15)
Redemption fee proceeds1   -2    -2    -2    -2    -2 
Net asset value, end of period  $17.14   $20.55   $16.83   $14.79   $11.29 
                          
Total return3   (15.04)%   24.90%   14.38%   32.18%   (9.53)%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $683,322   $947,191   $396,792   $99,537   $98,731 
Ratio of expenses to average net assets:                         
Before fees waived and expenses absorbed   0.71%   0.71%   0.79%   0.93%   0.96%
After fees waived and expenses absorbed   0.69%   0.69%   0.70%4   0.78%   0.78%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived and expenses absorbed   1.16%   0.78%   0.83%   0.82%   0.89%
After fees waived and expenses absorbed   1.18%   0.80%   0.92%   0.97%   1.07%
                          
Portfolio turnover rate   20%   14%   14%   86%   18%

 

1Based on average shares outstanding for the period.
2Amount represents less than $0.01 per share.
3Total returns would have been lower/higher had expenses not been waived or absorbed/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
4Effective March 1, 2020, the Fund's advisor had contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 0.69% of average daily net assets of the Fund. Prior to March 1, 2020, the annual operating expense limitation was 0.78%.

 

See Accompanying Notes to Financial Statements.

 101 

 

Aristotle Small Cap Equity Fund

FINANCIAL HIGHLIGHTS
Class I

  

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   For the Year Ended December 31, 
   2022   2021   2020   2019   2018 
Net asset value, beginning of period  $15.99   $13.90   $12.96   $10.74   $12.83 
Income from Investment Operations:                         
Net investment income (loss) 1   -    (0.01)   0.01    0.01    0.01 
Net realized and unrealized gain (loss)   (1.63)   2.61    1.19    2.41    (1.56)
Total from investment operations   (1.63)   2.60    1.20    2.42    (1.55)
Less Distributions:                         
From net investment income   -    -2    -2    -2    (0.01)
From net realized gain   (0.69)   (0.51)   (0.26)   (0.20)   (0.53)
Total distributions   (0.69)   (0.51)   (0.26)   (0.20)   (0.54)
Redemption fee proceeds1   -2    -2    -2    -2    - 
Net asset value, end of period  $13.67   $15.99   $13.90   $12.96   $10.74 
                          
Total return3   (10.26)%   18.87%   9.31%   22.59%   (12.29)%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $190,626   $215,876   $161,570   $117,255   $40,902 
Ratio of expenses to average net assets:                         
Before fees waived and expenses absorbed   1.01%   1.00%   1.13%   1.16%   1.44%
After fees waived and expenses absorbed   0.90%   0.90%   0.90%   0.90%   0.90%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived and expenses absorbed   (0.09)%   (0.16)%   (0.17)%   (0.21)%   (0.46)%
After fees waived and expenses absorbed   0.02%   (0.06)%   0.06%   0.05%   0.08%
                          
Portfolio turnover rate   19%   14%   24%   59%   94%

 

1Based on average shares outstanding for the period.
2Amount represents less than $0.01 per share.
3Total returns would have been lower/higher had expenses not been waived or absorbed/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

See Accompanying Notes to Financial Statements.

 102 

 

Aristotle Core Equity Fund

FINANCIAL HIGHLIGHTS
Class I

 

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

 For the Year Ended December 31, 
   2022   2021   2020   2019   2018 
Net asset value, beginning of period  $21.87   $17.86   $14.33   $10.66   $11.42 
Income from Investment Operations:                         
Net investment income (loss) 1   0.09    0.07    0.10    0.09    0.08 
Net realized and unrealized gain (loss)   (4.93)   4.28    3.58    3.67    (0.72)
Total from investment operations   (4.84)   4.35    3.68    3.76    (0.64)
Less Distributions:                         
From net investment income   (0.08)   (0.06)   (0.07)   (0.07)   (0.07)
From net realized gain   (0.06)   (0.28)   (0.08)   (0.02)   (0.05)
Total distributions   (0.14)   (0.34)   (0.15)   (0.09)   (0.12)
Redemption fee proceeds1   -2    -2    -2    -2    - 
Net asset value, end of period  $16.89   $21.87   $17.86   $14.33   $10.66 
                          
Total return3   (22.15)%   24.34%   25.69%   35.24%   (5.66)%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $167,455   $178,513   $90,679   $27,269   $10,755 
Ratio of expenses to average net assets:                         
Before fees waived and expenses absorbed   0.79%   0.79%   0.96%   1.47%   2.59%
After fees waived and expenses absorbed   0.65%   0.65%   0.65%   0.65%   0.65%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived and expenses absorbed   0.37%   0.19%   0.31%   (0.15)%   (1.28)%
After fees waived and expenses absorbed   0.51%   0.33%   0.62%   0.67%   0.66%
                          
Portfolio turnover rate   18%   8%   20%   18%   32%

 

1Based on average shares outstanding for the period.
2Amount represents less than $0.01 per share.
3Total returns would have been lower/higher had expenses not been waived or absorbed/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

See Accompanying Notes to Financial Statements.

 103 

 

Aristotle Funds

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

 

 

Note 1 – Organization

Aristotle/Saul Global Equity Fund (the ‘‘Global Equity Fund’’), Aristotle International Equity Fund (the “International Equity Fund”), Aristotle Strategic Credit Fund (the “Strategic Credit Fund”), Aristotle Value Equity Fund (the “Value Equity Fund”), Aristotle Small Cap Equity Fund (the “Small Cap Equity Fund”) and Aristotle Core Equity Fund (the “Core Equity Fund”) (each a “Fund” and collectively the ‘‘Funds’’) are organized as a diversified series of Investment Managers Series Trust, a Delaware statutory trust (the “Trust”) which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

 

The Global Equity Fund’s primary investment objective is to maximize long-term capital appreciation and income. The Fund commenced investment operations on March 30, 2012.

 

The International Equity Fund’s primary investment objective is to seek long-term capital appreciation. The Fund commenced investment operations on March 31, 2014.

 

The Strategic Credit Fund’s primary investment objectives are to seek income and capital appreciation. The Fund commenced investment operations on December 31, 2014.

 

The Value Equity Fund’s primary investment objective is to maximize long-term capital appreciation. The Fund commenced investment operations on August 31, 2016.

 

The Small Cap Equity Fund’s primary investment objective is to seek long-term capital appreciation. The Fund commenced investment operations on October 30, 2015.

 

The Core Equity Fund’s primary investment objective is to seek long-term growth of capital. The Fund commenced investment operations on March 31, 2017.

 

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

 

Note 2 – Accounting Policies

The following is a summary of the significant accounting policies consistently followed by the Funds in the preparation of their 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

Each 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 Advisor 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 Advisor has adopted and implemented policies and procedures to be followed when the Fund must utilize fair value pricing. Prior to September 8, 2022, securities were valued at fair value as determined in good faith by the Fund’s advisor, subject to review and approval by the Valuation Committee, pursuant to procedures adopted by the Board of Trustees. The actions of the Valuation Committee were subsequently reviewed by the Board at its next regularly scheduled board meeting. The Valuation Committee met as needed. The Valuation Committee was comprised of all the Trustees, but action may had been taken by any one of the Trustees.

 104 

 

Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

(b) Exchange Traded Funds (“ETFs”)

ETFs typically trade on securities exchanges and their shares may, at times, trade at a premium or discount to their net asset values. In addition, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of securities held. Investing in ETFs, which are investment companies, may involve duplication of advisory fees and certain other expenses. As a result, Fund shareholders indirectly bear their proportionate share of these acquired expenses. Therefore, the cost of investing in the Fund will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that invest directly in securities. Each ETF in which each Fund invests is subject to specific risks, depending on the nature of the ETF. Each ETF is subject to the risks associated with direct ownership of the securities comprising the index on which the ETF is based. These risks could include liquidity risk, sector risk, and risks associated with fixed-income securities.

 

(c) 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 Funds record 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. 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.

 

(d) Foreign Currency Translation

The Funds’ records are maintained in U.S. dollars. The value of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the reporting period. The currencies are translated into U.S. dollars by using the exchange rates quoted at the close of the London Stock Exchange prior to when the Funds’ NAV is next determined. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions.

 105 

 

Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

The Funds do not isolate that portion of their net realized and unrealized gains and losses on investments resulting from changes in foreign exchange rates from the impact arising from changes in market prices. Such fluctuations are included with net realized and unrealized gain or loss from investments and foreign currency.

 

Net realized foreign currency transaction gains and losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the differences between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency translation gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates.

 

(e) Federal Income Taxes

The Funds intend 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 Funds.

 

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 Funds recognize 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 Funds to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Funds’ 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 the year ended December 31, 2022 and during the open tax periods ended December 31, 2019-2021, the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examination in progress and are 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.

 

(f) Distributions to Shareholders

The Global Equity Fund, International Equity Fund, Value Equity Fund, Small Cap Equity Fund and Core Equity Fund will make distributions of net investment income, if any, at least annually, typically in December. The Strategic Credit Fund will make distributions of net investment income monthly. Each Fund makes distributions of its 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.

 106 

 

Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

(g) Illiquid Securities

Pursuant to Rule 22e-4 under the 1940 Act, the Funds have adopted a Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Funds limit their 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 Advisor, at any time, determines that the value of illiquid securities held by a Fund exceeds 15% of its net asset value, the Advisor will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Funds’ written LRMP.

 

Note 3 – Investment Advisory and Other Agreements

The Trust, on behalf of the Funds, entered into Investment Advisory Agreements (the “Agreements”) with Aristotle Capital Management, LLC, Aristotle Credit Partners, LLC, Aristotle Capital Boston, LLC and Aristotle Atlantic Partners, LLC (the “Advisors”). Under the terms of the Agreement, the Funds pay a monthly investment advisory fee to the respective Advisor based on each Fund’s average daily net assets. The annual rates are listed in the table below:

 

  Investment Advisors Investment Advisory Fees
Global Equity Fund Aristotle Capital Management, LLC 0.70%
International Equity Fund Aristotle Capital Management, LLC 0.70%
Strategic Credit Fund Aristotle Credit Partners, LLC 0.47%
Value Equity Fund Aristotle Capital Management, LLC 0.60%
Small Cap Equity Fund Aristotle Capital Boston, LLC 0.75%
Core Equity Fund Aristotle Atlantic Partners, LLC 0.50%

 

The respective Advisor for each Fund has contractually agreed to waive its fees and, if necessary, to absorb other operating expenses in order to limit total annual operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), professional fees related to services for the collection of foreign tax reclaims pertaining to the Global Equity Fund and the International Equity Fund, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation).

 

The agreements are effective until the dates listed below and may be terminated before those dates only by the Trust’s Board of Trustees. The table below contains the agreement expiration and expense cap by Fund:

 

  Agreement Expires Total Limit on Annual Operating Expenses†
Global Equity Fund April 30, 2023 0.80%
International Equity Fund April 30, 2023 0.80%
Strategic Credit Fund April 30, 2023 0.62%
Value Equity Fund April 30, 2023 0.69%
Small Cap Equity Fund April 30, 2023 0.90%
Core Equity Fund April 30, 2023 0.65%

 

†The total limit on annual operating expenses is calculated based on each Fund’s average daily net assets.

 107 

 

Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

For the year ended December 31, 2022, the respective Advisor waived its advisory fees and absorbed other expenses as follows:

 

   Advisory fees   Other expenses   Total 
Global Equity Fund  $119,136   $-   $119,136 
International Equity Fund   541,736    -    541,736 
Strategic Credit Fund   38,121    128,845    166,966 
Value Equity Fund   152,541    -    152,541 
Small Cap Equity Fund   206,121    -    206,121 
Core Equity Fund   235,768    -    235,768 

 

The respective Advisor may recover from each Fund’s fees and/or expenses previously waived and/or absorbed if the Fund’s expense ratio, including the recovered expenses, falls below the expense limit at which they were waived. Each Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three full fiscal years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation amount in effect at the time such fees were waived or payments made, or (b) the expense limitation amount in effect at the time of the reimbursement. Each Advisor may recapture all or a portion of these amounts no later than December 31, of the years stated below:

 

 
 
 
 
Global
Equity Fund
 
 
 
 
International
Equity Fund
 
 
 
 
Strategic Credit
Fund
 
 
 
 
Value Equity
Fund
 
 
 
 
Small Cap
Equity Fund
 
 
 
 
Core Equity
Fund
 
 
2023  $166,116   $310,272   $190,652   $185,067   $291,617   $159,869 
2024   125,157    413,988    169,449    145,899    200,374    200,627 
2025   119,136    541,736    166,966    152,541    206,121    235,768 
Total   $410,409   $1,265,996   $527,067   $483,507   $698,112   $596,264 

 

UMB Fund Services, Inc. (“UMBFS”) serves as the Funds’ fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Funds’ other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Funds’ custodian. The Funds’ allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the year ended December 31, 2022 are reported on the Statements of Operations.

 

IMST Distributors, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), serves as the Funds’ distributor (the “Distributor”). The Distributor does not receive compensation from the Funds for its distribution services; the Advisor pays the Distributor a fee for its distribution-related services.

 

Certain trustees and officers of the Trust are employees of UMBFS or MFAC. The Funds do not compensate trustees and officers affiliated with the Funds’ co-administrators. For the year ended December 31, 2022, the Funds’ allocated fees incurred to Trustees who are not affiliated with the Funds’ co-administrators are reported on the Statements of Operations.

 

The Funds’ 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 select various fund(s) in the Trust in which their deferred accounts shall be deemed to be invested. If a trustee elects to defer payment, the Plan provides for the creation of a deferred payment account. The Funds’ liability for these amounts is adjusted for market value changes in the invested fund(s) and remains a liability to the Funds until distributed in accordance with the Plan. The Trustees’ Deferred compensation liability under the Plan constitutes a general unsecured obligation of each Fund and is disclosed in the Statements 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 Statements of Operations.

 108 

 

Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Funds’ allocated fees incurred for CCO services for the year ended December 31, 2022, are reported on the Statements of Operations.

 

Note 4 – Federal Income Taxes

At December 31, 2022, the gross unrealized appreciation (depreciation) on investments owned by the Funds, based on cost for federal income tax purposes were as follows:

 

   Global Equity Fund   International Equity Fund   Strategic Credit Fund 
Cost of investments  $55,609,674   $386,228,346   $8,839,507 
                
Gross unrealized appreciation  $15,830,773   $33,392,483   $11,646 
Gross unrealized depreciation   (4,019,787)   (42,398,083)   (703,053)
Net unrealized appreciation (depreciation) on investments  $11,810,986   $(9,005,600)  $(691,407)

 
   Value Equity Fund   Small Cap Equity Fund   Core Equity Fund 
Cost of investments  $644,428,158   $180,034,249   $162,344,882 
                
Gross unrealized appreciation  $98,808,549   $38,764,338   $25,134,967 
Gross unrealized depreciation   (59,401,850)   (28,345,976)   (19,755,099)
Net unrealized appreciation (depreciation) on investments  $39,406,699   $10,418,362   $5,379,868 

 

Any differences between cost amounts for financial statement and federal income tax purposes are due primarily to timing differences in recognizing certain gains and losses in security transactions.

 109 

 

Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended December 31, 2022, permanent differences in book and tax accounting have been reclassified to paid-in capital and distributable earnings/(accumulated deficit) as follows:

 

   Paid-in Capital   Total Distributable Earnings/(Accumulated Deficit) 
Global Equity Fund  $339   $(339)
International Equity Fund   -    - 
Strategic Credit Fund   -    - 
Value Equity Fund   -    - 
Small Cap Equity Fund   -    - 
Core Equity Fund   -    - 

 

   Global Equity Fund   International Equity Fund   Strategic Credit Fund 
Undistributed ordinary income  $12,559  $25,936   $1,240 
Undistributed long-term capital gains   -    -    -- 
                
Tax accumulated earnings   12,559    25,936    1,240 
                
Accumulated capital and other losses   (161,046)   (12,778,343)   (127,755)
Net unrealized appreciation (depreciation)               
on investments   11,810,986    (9,005,600)   (691,407)
Net unrealized depreciation on foreign               
currency   (2,104)   (15,541)   - 
Unrealized deferred compensation   (7,809)   (8,672)   (7,255)
Total accumulated earnings (deficit)  $11,652,586  $(21,782,220)  $(825,177)

 
   Value Equity Fund   Small Cap Equity   Fund Core Equity Fund 
Undistributed ordinary income  $980,835   $99,382   $80,586 
Undistributed long-term capital gains   -    631,149    - 
                
Tax accumulated earnings   980,835    730,531    80,586 
                
Accumulated capital and other losses   (10,533,860)   -    (2,818,016)
Net unrealized appreciation on               
investments   39,406,699    10,418,362    5,379,868 
Unrealized deferred compensation   (10,215)   (8,069)   (7,837)
Total accumulated earnings  $29,843,459   $11,140,824   $2,634,601 

 110 

 

Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

The tax character of the distributions paid during the fiscal year ended December 31, 2022 and December 31, 2021 were as follows:

 

   Global Equity Fund   International Equity Fund 
Distributions paid from:  2022   2021   2022   2021 
Ordinary income  $786,248   $615,067   $4,698,478   $2,924,031 
Net long-term capital gains   2,576,225    1,677,486    -    3,710,893 
Return of Capital   -    -    -    26,883 
Total distributions paid  $3,362,473   $2,292,553   $4,698,478   $6,661,807 

 

   Strategic Credit Fund   Value Equity Fund 
Distributions paid from:  2022   2021   2022   2021 
Ordinary income  $298,841   $247,330   $8,597,840   $10,075,362 
Net long-term capital gains   -    -    4,643,009    10,888,325 
Return of Capital   -    -    -    - 
Total distributions paid  $298,841   $247,330   $13,240,849   $20,963,687 

 

   Small Cap Equity Fund   Core Equity Fund 
Distributions paid from:  2022   2021   2022   2021 
Ordinary income  $-   $1,580,902   $803,097   $1,230,443 
Net long-term capital gains   9,325,231    5,221,878    598,391    1,428,890 
Return of Capital   -    -    -    - 
Total distributions paid  $9,325,231   $6,802,780   $1,401,488   $2,659,333 

 

As of December 31, 2022, the Global Equity Fund had post-October capital losses of $161,046 which are deferred until January 1, 2023 for tax purposes. Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year.

 

At December 31, 2022, the Funds had accumulated capital loss carryforwards as follows:

 

   Not Subject to Expiration 
Fund  Short-Term   Long-Term   Total 
Global Equity Fund  $-   $-   $- 
International Equity Fund   1,160,354    11,617,989    12,778,343 
Strategic Credit Fund   102,584    25,171    127,755 
Value Equity Fund   1,982,637    8,551,223    10,533,860 
Small Cap Equity Fund   -    -    - 
Core Equity Fund   2,107,121    710,895    2,818,016 

 

To the extent that a fund may realize future net capital gains, those gains will be offset by any of its unused capital loss carryforward. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations.

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Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

Note 5 – Redemption Fee

The Funds may impose a redemption fee of 1.00% of the total redemption amount on all shares redeemed within 30 days of purchase. For the years ended December 31, 2022 and 2021, redemption fees were as follows:

 

 
 
 
 
Year ended
December 31, 2022
 
 
 
 
Year Ended
December 31, 2021
 
 
Global Equity Fund  $-   $150 
International Equity Fund   19,782    4,204 
Strategic Credit Fund   2,685    - 
Value Equity Fund   10,865    4,503 
Small Cap Equity Fund   7,632    991 
Core Equity Fund   3,727    2,413 

 

Note 6 – Investment Transactions

For the year ended December 31, 2022, purchases and sales of investments, excluding short-term investments, were as follows:

 

   Purchases   Sales 
Global Equity Fund  $16,532,623   $24,138,700 
International Equity Fund   152,381,887    66,351,309 
Strategic Credit Fund   3,937,327    2,582,388 
Value Equity Fund   161,521,803    263,804,382 
Small Cap Equity Fund   35,714,204    36,717,689 
Core Equity Fund   65,723,067    30,155,378 

 

Note 7 – Shareholder Servicing Plan

The Trust, on behalf of the International Equity Fund, the Small Cap Equity Fund and the Core Equity Fund, has adopted a Shareholder Servicing Plan to pay a fee at an annual rate of up to 0.15% of average daily net assets of shares serviced by shareholder servicing agents who provide administrative and support services to their customers.

 

For the year ended December 31, 2022, the International Equity Fund, the Small Cap Equity Fund and the Core Equity Fund shareholder servicing fees incurred are disclosed on the Statements of Operations.

 

Note 8 – Indemnifications

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

 

Note 9 – Fair Value Measurements and Disclosure

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

 

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

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NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have 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 Funds’ 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 December 31, 2022, in valuing the Funds’ assets carried at fair value:

 

Global Equity Fund  Level 1   Level 2*   Level 3**   Total 
Investments                
Common Stocks1  $65,485,470   $-   $-   $65,485,470 
Short-Term Investments   1,935,190    -    -    1,935,190 
Total Investments  $67,420,660   $-   $-   $67,420,660 

 

International Equity Fund  Level 1   Level 2*   Level 3**   Total 
Investments                
Common Stocks1  $371,349,096   $-   $-   $371,349,096 
Short-Term Investments   5,873,650    -    -    5,873,650 
Total Investments  $377,222,746   $-   $-   $377,222,746 

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Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

Strategic Credit Fund  Level 1   Level 2   Level 3**   Total 
Investments                
Bank Loans2  $-   $339,438   $-   $339,438 
Corporate Bonds2   -    7,547,762    -    7,547,762 
Preferred Stocks1   71,412    -    -    71,412 
Short-Term Investments   189,488    -    -    189,488 
Total Investments  $260,900   $7,887,200   $-   $8,148,100 

 

Value Equity Fund  Level 1   Level 2*   Level 3**   Total 
Investments                
Common Stocks1  $662,152,515   $-   $-   $662,152,515 
Short-Term Investments   21,682,342    -    -    21,682,342 
Total Investments  $683,834,857   $-   $-   $683,834,857 

 

Small Cap Equity Fund  Level 1   Level 2*   Level 3**   Total 
Investments                
Common Stocks1  $182,361,572   $-   $-   $182,361,572 
Exchange-Traded Funds   3,143,143    -    -    3,143,143 
Short-Term Investments   4,947,896    -    -    4,947,896 
Total Investments  $190,452,611   $-   $-   $190,452,611 

 

Core Equity Fund  Level 1   Level 2*   Level 3**   Total 
Investments                
Common Stocks1  $164,702,288   $-   $-   $164,702,288 
Short-Term Investments   3,022,462    -    -    3,022,462 
Total Investments  $167,724,750   $-   $-   $167,724,750 

 

1All common stocks and preferred stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by country classification and major industry classification, please refer to the Schedule of Investments.
2All corporate bonds and bank loans held in the Fund are Level 2 securities. For a detailed break-out of corporate bonds by major industry classification, please refer to the Schedule of Investments.
*The Fund did not hold any Level 2 securities at period end.
**The Fund did not hold any Level 3 securities at period end.

 

Note 10 – Unfunded Commitments

The Strategic Credit 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 Statements of Assets and Liabilities.

 

As of December 31, 2022, the Strategic Credit Fund had no unfunded loan commitments outstanding.

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Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

Note 11 – Market Disruption and Geopolitical Risks

Certain local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. Since 2020, the novel strain of coronavirus (COVID-19) has negatively affected 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. Following Russia’s large-scale invasion of Ukraine, the President of the United States signed an Executive Order in February 2022 prohibiting U.S. persons from entering transactions with the Central Bank of Russia and Executive Orders in March 2022 prohibiting U.S. persons from importing oil and gas from Russia as well as other popular Russian exports, such as diamonds, seafood and vodka. There may also be restrictions on investments in Chinese companies. For example, the President of the United States of America signed an Executive Order in June 2021 affirming and expanding the U.S. policy prohibiting U.S. persons from purchasing or investing in publicly-traded securities of companies identified by the U.S. Government as “Chinese Military-Industrial Complex Companies.” The list of such companies can change from time to time, and as a result of forced selling or an inability to participate in an investment the Advisor otherwise believes is attractive, the Funds may incur losses. The duration of the coronavirus outbreak and the Russian-Ukraine conflict could adversely affect the Funds’ performance, the performance of the securities in which the Funds invest and may lead to losses on your investment. The ultimate impact of COVID-19 and Russia Invasion on the financial performance of the Funds’ investments is not reasonably estimable at this time. Management is actively monitoring these events.

 

Note 12 – New Accounting Pronouncement

In October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a Fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. The Funds have adopted procedures in accordance with Rule 18f-4.

 

In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds have adopted procedures in accordance with Rule 2a-5.

 

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (“LIBOR”) quotes by the UK Financial Conduct Authority. The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. In addition, derivative contracts that qualified for hedge accounting prior to modification, will be allowed to continue to receive such treatment, even if critical terms change due to a change in the benchmark interest rate. For new and existing contracts, the Funds may elect to apply the amendments as of March 12, 2020 through December 31, 2022. Management is currently assessing the impact of the ASU’s adoption to the Funds’ financial statements and various filings.

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Aristotle Funds

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2022

 

 

Note 13 – Events Subsequent to the Fiscal Period End

The Funds have 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 Funds’ related events and transactions that occurred through the date of issuance of the Funds’ financial statements. There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Funds’ financial statements.

 116 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of Investment Managers Series Trust and Shareholders of Aristotle Funds

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of the Aristotle/Saul Global Equity Fund, Aristotle International Equity Fund, Aristotle Strategic Credit Fund, Aristotle Value Equity Fund, Aristotle Small Cap Equity Fund, and Aristotle Core Equity Fund (the “Funds”), each a series of Investment Managers Series Trust (the “Trust”), including the schedules of investments, as of December 31, 2022, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Aristotle/Saul Global Equity Fund, Aristotle International Equity Fund, Aristotle Strategic Credit Fund, Aristotle Value Equity Fund, Aristotle Small Cap Equity Fund, and Aristotle Core Equity Fund as of December 31, 2022, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2007.

 

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

 117 

 

To the Board of Trustees of Investment Managers Series Trust and Shareholders of Aristotle Funds

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, brokers and other agent banks; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

   
  TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania  
March 1, 2023  

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited)

 

 

Qualified Dividend Income

Pursuant to Section 854 of the Internal Revenue Code of 1986, the Saul Global Equity, International Equity, Value Equity, Core Equity Funds designate income dividends of 100%, 100%, 100%, and 100%, respectively, as qualified dividend income paid during the period ended December 31, 2022.

 

Corporate Dividends Received Deduction

For the period ended December 31, 2022, 65.33%, 100%, and 100% of the dividends paid from net investment income qualifies for the dividends received deduction available to corporate shareholders of the Saul Global Equity, Value Equity, Core Equity Funds, respectively.

 

Long-Term Capital Gains Designation

For the period ended December 31, 2022, the Saul Global Equity, Value Equity, Small Cap Equity and Core Equity Funds designate $2,576,225, $4,643,009, $9,325,231 and $598,391, respectively, as a 20% rate gain distribution for purposes of the dividends paid deduction.

 

Trustees and Officers Information

Additional information about the Trustees is included in the Funds’ Statement of Additional Information which is available, without charge, upon request by calling (888) 661-6691. The Trustees and officers of the Funds and their principal occupations during the past five years are as follows:

 

Name, Address, Year of Birth and Position(s) held with Trust   Term of Officec and Length of Time Served   Principal Occupation During the Past Five Years and Other Affiliations   Number of Portfolios in the Fund Complex Overseen by Trusteed   Other Directorships Held During the Past Five Years by Trusteee
Independent Trustees:                
Charles H. Miller a
(born 1947)
Trustee
  Since November 2007   Retired (2013 – present). Executive Vice President, Client Management and Development, Access Data, a Broadridge company, a provider of technology and services to asset management firms (1997-2012).   6   None.
Ashley Toomey Rabun a
(born 1952)
Trustee and Chairperson of the Board
  Since November 2007   Retired (2016 – present). President and Founder, InvestorReach, Inc., a financial services consulting firm (1996 – 2015).   6   Select Sector SPDR Trust, a registered investment company (includes 11 portfolios).
William H. Young a
(born 1950)
Trustee
  Since November 2007   Retired (2014 - present). Independent financial services consultant (1996 – 2014). Interim CEO, Unified Fund Services Inc. (now Huntington Fund Services), a mutual fund service provider (2003 – 2006). Senior Vice President, Oppenheimer Management Company (1983 – 1996). Chairman, NICSA, an investment management trade association (1993 – 1996).   6   None.

 

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Name, Address, Year of Birth and Position(s) held with Trust   Term of Officec and Length of Time Served   Principal Occupation During the Past Five Years and Other Affiliations   Number of Portfolios in the Fund Complex Overseen by Trusteed   Other Directorships Held During the Past Five Years by Trusteee
Independent Trustees:                
James E. Ross a
(born 1965)
Trustee
  Since December 2022   Non-Executive Chairman and Director, Fusion Acquisition Corp. II, a special purpose acquisition company (March 2021 – present); Non-Executive Chairman and Director, Fusion Acquisition Corp., a special purpose acquisition company (June 2020 – September 2021); Executive Vice President, State Street Global Advisors, a global asset management firm (2012 – March 2020); Chairman and Director, SSGA Funds Management, Inc., a registered investment advisor (2005 – March 2020); Chief Executive Officer, Manager and Director, SSGA Funds Distributor, LLC, a broker-dealer (2017 – March 2020).   6   SPDR Series Trust, a registered investment company (includes 125 portfolios); Select Sector SPDR Trust, a registered investment company (includes 11 portfolios); Fusion Acquisition Corp II.
Interested Trustees:                
Maureen Quill  *
(born 1963)
Trustee and President
  Since June 2019   President, Investment Managers Series Trust (June 2014 – present); EVP/Executive Director Registered Funds (January 2018 – present), Chief Operating Officer (June 2014 – January 2018), and Executive Vice President (January 2007 – June 2014), UMB Fund Services, Inc.; President, UMB Distribution Services (March 2013 – December 2020); Vice President, Investment Managers Series Trust (December 2013 – June 2014).   6   None.
Officers of the Trust:                
Rita Dam b
(born 1966)
Treasurer and Assistant Secretary
  Since December 2007   Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022).   N/A   N/A
Joy Ausili b
(born 1966)
Vice President, Assistant Secretary and Assistant Treasurer
  Since March 2016   Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022); Secretary and Assistant Treasurer, Investment Managers Series Trust (December 2007 – March 2016).   N/A   N/A
Diane Drakeb
(born 1967)
Secretary
  Since March 2016   Senior Counsel, Mutual Fund Administration, LLC (October 2015 – present); Chief Compliance Officer, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2019).   N/A   N/A

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Name, Address, Year of Birth and Position(s) held with Trust   Term of Officec and Length of Time Served   Principal Occupation During the Past Five Years and Other Affiliations   Number of Portfolios in the Fund Complex Overseen by Trusteed   Other Directorships Held During the Past Five Years by Trusteee
Officers of the Trust:                
Martin Dziura b
(born 1959)
Chief Compliance Officer
  Since June 2014   Principal, Dziura Compliance Consulting, LLC (October 2014 – present); Managing Director, Cipperman Compliance Services (2010 – September 2014); Chief Compliance Officer, Hanlon Investment Management (2009 – 2010); Vice President   Compliance, Morgan Stanley Investment Management (2000   2009).   N/A   N/A

 

aAddress for certain Trustees and certain officers: 235 West Galena Street, Milwaukee, Wisconsin 53212.
bAddress for Ms. Ausili, Ms. Dam and Ms. Drake: 2220 E. Route 66, Suite 226, Glendora, California 91740. Address for Mr. Dziura: 309 Woodridge Lane, Media, Pennsylvania 19063.
cTrustees and officers serve until their successors have been duly elected.
dThe Trust is comprised of 52 series managed by unaffiliated investment advisors. The term “Fund Complex” applies only to the Funds managed by the same investment advisor. The Funds do not hold themselves out as related to any other series within the Trust, for purposes of investment and investor services, nor do they share the same investment advisor with any other series.
e“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended (that is, “public companies”) or other investment companies registered under the 1940 Act.
*Ms. Quill is an “interested person” of the Trust by virtue of her position with UMB Fund Services, Inc.

 121 

 

Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

At an in-person meeting held on December 12-14, 2022, the Board of Trustees (the “Board”) of Investment Managers Series Trust (the “Trust”), including the trustees who are not “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), reviewed and unanimously approved the renewal of the investment advisory agreements (the “Advisory Agreements”), for an additional one-year term from when they otherwise would expire, between the Trust and each of:

 

·Aristotle Capital Management, LLC (“Aristotle Capital”) with respect to the Aristotle/Saul Global Equity Fund (the “Saul Global Equity Fund”), the Aristotle International Equity Fund (the “International Equity Fund”), and the Aristotle Value Equity Fund (the “Value Equity Fund” and together with the Saul Global Equity Fund and International Equity Fund, the “Aristotle Capital Funds”) series of the Trust;

 

·Aristotle Atlantic Partners, LLC (“Aristotle Atlantic”) with respect to the Aristotle Core Equity Fund (the “Core Equity Fund”) series of the Trust;

 

·Aristotle Credit Partners, LLC (“Aristotle Credit”) with respect to the Aristotle Strategic Credit Fund (the “Strategic Credit Fund”) series of the Trust; and

 

·Aristotle Capital Boston, LLC (“Aristotle Boston”) with respect to the Aristotle Small Cap Equity Fund (the “Small Cap Equity Fund”) series of the Trust.

 

In approving renewal of each Advisory Agreement, the Board, including the Independent Trustees, determined that such renewal was in the best interests of each Fund and its shareholders, as applicable. Each of Aristotle Capital, Aristotle Atlantic, Aristotle Credit, and Aristotle Boston may be referred to below as an “Investment Advisor.” Each of the Saul Global Equity Fund, International Equity Fund, Value Equity Fund, Core Equity Fund, Strategic Credit Fund, and Small Cap Equity Fund may be referred to below as a “Fund” and together as, the “Funds.”

 

Background

In advance of the meeting, the Board received information about each Fund and Advisory Agreement from the relevant Investment Advisor and from Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about each Investment Advisor’s organization and financial condition; information regarding the background, experience, and compensation structure of relevant personnel providing services to the Funds; information about each Investment Advisor’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; information regarding the profitability of each Investment Advisor’s overall relationship with the relevant Funds; reports comparing the performance of each Fund with returns of its benchmark index and a group of comparable funds (each a “Peer Group”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”) from Morningstar, Inc.’s relevant fund universe (each a “Fund Universe”) for various periods ended September 30, 2022; and reports comparing the investment advisory fee and total expenses of each Fund with those of its Peer Group and Fund Universe. The Board also received a memorandum from legal counsel to the Trust discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed renewal of each Advisory Agreement. In addition, the Board considered information reviewed by the Board during the year at other Board and Board committee meetings. No representatives of the Investment Advisors were present during the Board’s consideration of the Advisory Agreements, and the Independent Trustees were represented by their legal counsel with respect to the matters considered.

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

In renewing each Advisory Agreement, the Board and the Independent Trustees considered a variety of factors, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.

 

Aristotle/Saul Global Equity Fund, Aristotle International Equity Fund, and Aristotle Value Equity Fund

Aristotle Capital Management, LLC

 

Nature, Extent and Quality of Services

The Board considered information included in the meeting materials regarding the performance of each Aristotle Capital Fund. The materials they reviewed indicated the following:

 

·The Saul Global Equity Fund’s annualized total return for the three-year period was above the Peer Group and Global Large-Stock Blend Fund Universe median returns, but below the MSCI All Country World Index (net) return and the MSCI World Index (net) return by 0.53% and 1.34%, respectively. For the five-year period, the Fund’s annualized total return was above the Fund Universe median return, but below the MSCI All Country World Index (net) return by 0.22%, the Peer Group median return by 0.62%, and the MSCI World Index (net) return by 1.08%. The Fund’s annualized total return for the ten-year period was below the Peer Group median return, the MSCI All Country World Index (net) return, the Fund Universe median return, and the MSCI World Index (net) return by 0.61%, 1.72%, 1.75%, and 2.55%, respectively. The Fund’s total return for the one-year period was below the Peer Group median return, the MSCI All Country World Index (net) return, the Fund Universe median return, and the MSCI World Index (net) return by 0.97%, 1.63%, 1.97%, and 2.66%, respectively. The Trustees considered Aristotle Capital’s explanation that the Fund’s underperformance over the one-, five-, and ten-year periods was mainly due to the Fund’s general portfolio positioning, including specific security selection as well as sector and country allocation. The Trustees also observed that the Fund’s volatility of returns, as measured by its standard deviation, and its downside volatility, as measured by its Morningstar risk score, ranked it in the first or second quartile of the funds (which are the most favorable) in the Peer Group for the one-, three-, five-, and ten-year periods.

 

·The International Equity Fund’s annualized total return for the five-year period was above the Peer Group and Foreign Large Blend Fund Universe median returns and the MSCI EAFE Index (net) return. For the three-year period, the Fund’s annualized total return was above the MSCI EAFE Index (net) return, but below the Peer Group and Fund Universe median returns by 0.18% and 0.21%, respectively. The Fund’s total return for the one-year period was above the Peer Group median return, but below the Fund Universe median return and the MSCI EAFE Index (net) return by 0.74% and 1.74%, respectively. The Trustees noted Aristotle Capital’s belief that the Fund’s underperformance compared to the Peer Group was due mainly to security selection and regional allocation differences relative to the funds in the Peer Group. The Board also considered Aristotle Capital’s assertion that security selection in the industrials and materials sectors, as well as an overweight allocation to the information technology sector, contributed to the Fund’s underperformance relative to the MSCI EAFE Index (net) over the one-year period.

 

·The Value Equity Fund’s annualized total return for the three-year period was above the Peer Group median return and the Russell 1000 Value Index return, but below the Large Blend Fund Universe median return and S&P 500 Index return by 1.07% and 2.13%, respectively. For the five-year period, the Fund’s annualized total return was above the Russell 1000 Value Index return, but below the Peer Group and Fund Universe median returns and the S&P 500 Index return by 0.35%, 1.28%, and 2.40%, respectively. The Fund’s total return for the one-year period was below the Fund Universe median return by 1.14%, the Peer Group median return by 1.30%, the S&P 500 Index return by 1.86%, and the Russell 1000 Value Index return by 5.97%. The Trustees considered Aristotle Capital’s belief that Morningstar’s Large Value fund universe is more appropriate than the Large Blend Fund Universe because the Fund employs a value-driven strategy. The Trustees also noted Aristotle Capital’s assertion that the Fund’s underperformance relative to the Peer Group over the one- and five-year periods could be attributed to the Peer Group’s bias towards a blend of value and growth exposures, and that growth stocks generally outperformed value stocks over the periods.

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

The Board considered the overall quality of services provided by Aristotle Capital to the Aristotle Capital Funds. In doing so, the Board considered Aristotle Capital’s specific responsibilities in day-to-day management and oversight of the Funds, as well as the qualifications, experience, and responsibilities of the personnel involved in the activities of the Funds. The Board also considered the overall quality of the organization and operations of Aristotle Capital, as well as its compliance structure. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by Aristotle Capital to each Fund were satisfactory.

 

Advisory Fees and Expense Ratios

With respect to the advisory fees and expenses paid by the Aristotle Capital Funds, the meeting materials indicated the following:

 

·The Saul Global Equity Fund’s annual investment advisory fee (gross of fee waivers) was lower than the Peer Group median, but slightly higher than the Global Large-Stock Blend Fund Universe median by 0.03%. The Trustees considered that the Fund’s advisory fee is the same as or higher than Aristotle Capital’s standard fee schedule to manage pension funds and institutional separate accounts with similar objectives and policies as the Fund. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the pension funds and institutional separate accounts that Aristotle Capital manages. The Trustees also noted Aristotle Capital’s assertion that relative to pension funds and institutional separate accounts, the Fund places higher demands on Aristotle Capital’s investment personnel and trading infrastructure because of the Fund’s daily cash inflows and outflows. The Trustees also noted that the Fund’s advisory fee was within the range of advisory fees paid by other series of the Trust managed by Aristotle Capital.

 

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group and Fund Universe medians.

 

·The International Equity Fund’s annual investment advisory fee (gross of fee waivers) was lower than the Peer Group and Foreign Large Blend Fund Universe medians. The Trustees considered that the Fund’s advisory fee is the same as or higher than the standard fee that Aristotle Capital charges to manage pension funds and institutional separate accounts using the same strategy as the Fund. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the pension funds and institutional separate accounts that Aristotle Capital manages. The Trustees also noted Aristotle Capital’s assertion that relative to pension funds and institutional separate accounts, the Fund places higher demands on Aristotle Capital’s investment personnel and trading infrastructure because of the Fund’s daily cash inflows and outflows. The Trustees also considered that the Fund’s advisory fee was within the range of advisory fees paid by other series of the Trust managed by Aristotle Capital.

 

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group and Fund Universe medians.

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

·The Value Equity Fund’s annual investment advisory fee (gross of fee waivers) was lower than the Peer Group median, but slightly higher than the Large Blend Fund Universe median by 0.015%. The Trustees noted that the Fund’s advisory fee is lower than the standard fee that Aristotle Capital charges to manage pension funds and institutional separate accounts using the same strategy as the Fund up to the $25 million level, and greater than Aristotle Capital’s fee for those clients above that level. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the pension funds and institutional separate accounts that Aristotle Capital manages. The Trustees considered Aristotle Capital’s assertion that relative to pension funds and institutional separate accounts, the Fund places higher demands on Aristotle Capital’s investment personnel and trading infrastructure because of the Fund’s daily cash inflows and outflows. The Trustees also noted that the Fund’s advisory fee was lower than the advisory fees paid by other series of the Trust managed by Aristotle Capital.

 

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group median and the same as the Fund Universe median.

 

The Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to Aristotle Capital under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services Aristotle Capital provides to the Aristotle Capital Funds.

 

Profitability and Economies of Scale

The Board next considered information prepared by Aristotle Capital relating to its costs and profits with respect to each Aristotle Capital Fund for the year ended September 30, 2022, noting that Aristotle Capital had waived a portion of its advisory fee for each Aristotle Capital Fund. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board and the Independent Trustees concluded that the profits of Aristotle Capital from its relationships with each Aristotle Capital Fund were reasonable.

 

The Board considered the benefits received by Aristotle Capital as a result of its relationship with the Aristotle Capital Funds, other than the receipt of its advisory fees, including the beneficial effects from the review by the Trust’s Chief Compliance Officer of Aristotle Capital’s compliance program, the intangible benefits of Aristotle Capital’s association with the Aristotle Capital Funds generally, and any favorable publicity arising in connection with the Funds’ performance. The Board also considered Aristotle Capital’s observation that its relationship with the Aristotle Capital Funds has resulted in improved investment processes and internal controls for operations, trading, and compliance; improved trade execution; and increased access to research and company management teams. The Board noted that although there were no advisory fee breakpoints, the asset levels of the Aristotle Capital Funds were not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the Funds’ assets grow.

 

Conclusion

Based on these and other factors, the Board and the Independent Trustees concluded that renewal of the Advisory Agreement with Aristotle Capital was in the best interests of each Aristotle Capital Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement with respect to each Fund.

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Aristotle Core Equity Fund Aristotle Atlantic Partners, LLC

 

Nature, Extent and Quality of Services

With respect to the performance results of the Core Equity Fund, the meeting materials indicated that the Fund’s annualized total return for the three-year period was above the Large Growth Fund Universe median return, but below the Peer Group median return and the S&P 500 Index return by 0.16% and 0.78%, respectively. The Fund’s total return for the one-year period was above the Fund Universe median return, but below the Peer Group median return by 0.13% and the S&P 500 Index return by 4.35%. For the five-year period, the Fund’s annualized total return was below the S&P 500 Index return and the Peer Group and Fund Universe median returns by 0.23%, 0.29%, and 0.35%, respectively. The Trustees considered Aristotle Atlantic’s belief that Morningstar’s Large Blend fund universe is more appropriate than the Large Growth Fund Universe because the Fund’s strategy blends both value and growth components. The Trustees also noted Aristotle Atlantic’s assertion that the Fund’s underperformance relative to the Peer Group was due primarily to the Peer Group being composed of funds with growth portfolios, and that growth stocks generally outperformed value stocks over the periods, while the Fund’s investment style is more similar to that of core portfolios. The Trustees also considered Aristotle Atlantic’s explanation that security selection in the consumer discretionary and communication services sectors, and an underweight allocation to the energy sector, caused the Fund to underperform the S&P 500 Index over the one-year period.

 

The Board considered the overall quality of services provided by Aristotle Atlantic to the Core Equity Fund. In doing so, the Board considered Aristotle Atlantic’s specific responsibilities in day-to-day management and oversight of the Core Equity Fund, as well as the qualifications, experience, and responsibilities of the personnel involved in the activities of the Fund. The Board also considered the overall quality of the organization and operations of Aristotle Atlantic, as well as its compliance structure. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by Aristotle Atlantic to the Core Equity Fund were satisfactory.

 

Advisory Fee and Expense Ratio

With respect to the advisory fee and expenses paid by the Core Equity Fund, the meeting materials indicated that the annual investment advisory fee (gross of fee waivers) was lower than the Peer Group and Fund Universe medians. The Trustees considered that the Fund’s advisory fee is lower than or the same as the fee that Aristotle Atlantic charges to manage institutional separate accounts using the same strategy as the Fund up to the $300 million level, and greater than Aristotle Atlantic’s fee for those clients above that level. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to Aristotle Atlantic’s institutional clients. The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group and Fund Universe medians.

 

The Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to Aristotle Atlantic under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services Aristotle Atlantic provides to the Core Equity Fund.

 

Profitability and Economies of Scale

The Board next considered information prepared by Aristotle Atlantic relating to its costs and profits with respect to the Core Equity Fund for the year ended September 30, 2022, noting that Aristotle Atlantic had waived a significant portion of its advisory fee and had not realized a profit with respect to the Fund.

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

The Board considered the benefits received by Aristotle Atlantic as a result of its relationship with the Core Equity Fund, other than the receipt of its advisory fee, including the beneficial effects from the review by the Trust’s Chief Compliance Officer of Aristotle Atlantic’s compliance program, the intangible benefits of Aristotle Atlantic’s association with the Core Equity Fund generally, and any favorable publicity arising in connection with the Fund’s performance. The Board also considered Aristotle Atlantic’s observation that its relationship with the Core Equity Fund has resulted in improved investment processes and internal controls for operations, trading, and compliance; improved trade execution; and increased access to research and company management teams. The Board noted that although there were no advisory fee breakpoints, the asset level of the Core Equity Fund was not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the assets of the Fund grow.

 

Conclusion

Based on these and other factors, the Board and the Independent Trustees concluded that renewal of the Advisory Agreement with Aristotle Atlantic was in the best interests of the Core Equity Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement.

 

Aristotle Strategic Credit Fund

Aristotle Credit Partners, LLC

 

Nature, Extent and Quality of Services

With respect to the performance results of the Strategic Credit Fund, the meeting materials indicated that the Fund’s annualized total returns for the one-, three-, and five-year periods were above the Peer Group and High Yield Bond Fund Universe median returns, the Bloomberg U.S. High Yield Ba/B2% Issuer Capped Bond Index returns, and the returns of a custom benchmark consisting of 1/3 Bloomberg U.S. Intermediate Corporate Index, 1/3 Bloomberg U.S. High Yield Ba/B 2% Issuer Capped Bond Index, and 1/3 Credit Suisse Leveraged Loan Index.

 

The Board considered the overall quality of services provided by Aristotle Credit to the Strategic Credit Fund. In doing so, the Board considered Aristotle Credit’s specific responsibilities in day-to-day management and oversight of the Strategic Credit Fund, as well as the qualifications, experience, and responsibilities of the personnel involved in the activities of the Fund. The Board also considered the overall quality of the organization and operations of Aristotle Credit, as well as its compliance structure. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by Aristotle Credit to the Strategic Credit Fund were satisfactory.

 

Advisory Fee and Expense Ratio

With respect to the advisory fee and total expenses paid by the Strategic Credit Fund, the meeting materials indicated that the annual investment advisory fee (gross of fee waivers) was lower than the Peer Group and Fund Universe medians. The Trustees noted that the Fund’s advisory fee is lower than Aristotle Credit’s standard fee schedule for managing institutional accounts using the same strategy as the Fund. The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group and Fund Universe medians.

 

The Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to Aristotle Credit under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services Aristotle Credit provides to the Strategic Credit Fund.

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Profitability and Economies of Scale

The Board next considered information prepared by Aristotle Credit relating to its costs and profits with respect to the Strategic Credit Fund for the year ended September 30, 2022. The Board noted that Aristotle Credit had waived its entire advisory fee and subsidized certain of the operating expenses for the Strategic Credit Fund, and that Aristotle Credit had not realized a profit with respect to the Fund.

 

The Board considered the benefits received by Aristotle Credit as a result of its relationship with the Strategic Credit Fund, other than the receipt of its advisory fee, including the beneficial effects from the review by the Trust’s Chief Compliance Officer of Aristotle Credit’s compliance program, the intangible benefits of Aristotle Credit’s association with the Strategic Credit Fund generally, and any favorable publicity arising in connection with the Fund’s performance. The Board also considered Aristotle Credit’s observation that its relationship with the Strategic Credit Fund has resulted in improved investment processes and internal controls for operations, trading, and compliance; improved trade execution; and increased access to research and company management teams. The Board noted that although there were no advisory fee breakpoints, the asset level of the Strategic Credit Fund was not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the assets of the Fund grow.

 

Conclusion

Based on these and other factors, the Board and the Independent Trustees concluded that renewal of the Advisory Agreement with Aristotle Credit was in the best interests of the Strategic Credit Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement.

 

Aristotle Small Cap Equity Fund

Aristotle Capital Boston, LLC

 

Nature, Extent and Quality of Services

With respect to the performance results of the Small Cap Equity Fund, the meeting materials indicated that the Fund’s total return for the one-year period was above the Peer Group and Small Blend Fund Universe median returns and the Russell 2000 Index return. For the three-year period, the Fund’s annualized total return was below the Peer Group median return by 0.50%, the Russell 2000 Index return by 0.70%, and the Fund Universe median return by 1.26%. The Fund’s annualized total return for the five-year period was below the Russell 2000 Index return and the Fund Universe and Peer Group median returns by 1.15%, 1.57%, and 1.67%, respectively. The Trustees considered Aristotle Boston’s assertion that the Fund’s portfolio is a blend of both value and growth stocks, and that the Fund’s underperformance relative to the Peer Group was due in part to the fact that several of the funds in the Peer Group have a growth-oriented focus and growth stocks have generally outperformed value stocks over the three- and five-year periods. The Trustees also observed that the Fund’s volatility of returns, as measured by its standard deviation, and its downside volatility, as measured by its Morningstar risk score, ranked it in the first or second quartile of the funds (which are the most favorable) in the Peer Group and Fund Universe for the one-, three-, and five-year periods.

 

The Board considered the overall quality of services provided by Aristotle Boston to the Small Cap Equity Fund. In doing so, the Board considered Aristotle Boston’s specific responsibilities in day-to-day management and oversight of the Small Cap Equity Fund, as well as the qualifications, experience, and responsibilities of the personnel involved in the activities of the Fund. The Board also considered the overall quality of the organization and operations of Aristotle Boston, as well as its compliance structure. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by Aristotle Boston to the Small Cap Equity Fund were satisfactory.

 128 

 

Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Advisory Fee and Expense Ratio

With respect to the advisory fee and expenses paid by the Small Cap Equity Fund, the meeting materials indicated that the annual investment advisory fee (gross of fee waivers) was lower than the Peer Group median and the same as the Fund Universe median. The Trustees considered that the Fund’s advisory fee is lower than the standard fee that Aristotle Boston charges to manage pension funds and institutional separate accounts using the same strategy as the Fund up to the $100 million level, and potentially greater than Aristotle Boston’s fee for those clients above that level. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the pension funds and institutional separate accounts that Aristotle Boston manages. The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group and Fund Universe medians.

 

The Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to Aristotle Boston under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services Aristotle Boston provides to the Small Cap Equity Fund.

 

Profitability and Economies of Scale

The Board next considered information prepared by Aristotle Boston relating to its costs and profits with respect to the Small Cap Equity Fund for the year ended September 30, 2022, noting that Aristotle Boston had waived a portion of its advisory fee for the Fund. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board and the Independent Trustees concluded that the profit of Aristotle Boston from its relationship with the Small Cap Equity Fund was reasonable.

 

The Board considered the benefits received by Aristotle Boston as a result of its relationship with the Small Cap Equity Fund, other than the receipt of its advisory fee, including the beneficial effects from the review by the Trust’s Chief Compliance Officer of Aristotle Boston’s compliance program, the intangible benefits of Aristotle Boston’s association with the Small Cap Equity Fund generally, and any favorable publicity arising in connection with the Fund’s performance. The Board also considered Aristotle Boston’s observation that its relationship with the Small Cap Equity Fund has resulted in improved investment processes and internal controls for operations, trading, and compliance; improved trade execution; and increased access to research and company management teams. The Board noted that although there were no advisory fee breakpoints, the asset level of the Small Cap Equity Fund was not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the assets of the Fund grow.

 

Conclusion

Based on these and other factors, the Board and the Independent Trustees concluded that renewal of the Advisory Agreement with Aristotle Boston was in the best interests of the Small Cap Equity Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement.

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Statement Regarding Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

 

The Board of Trustees (the “Board”) of Investment Managers Series Trust (the “Trust”) met on December 13-14, 2022 (the “Meeting”), to review the liquidity risk management programs (each, a “Fund Program” and together, the “Fund Program”) applicable to the following series of the Trust (each, a “Fund” and together, the “Funds”) pursuant to the Liquidity Rule:

 

Fund Program Administrator
Aristotle International Equity Fund Aristotle Capital Management, LLC
Aristotle/Saul Global Equity Fund  
Aristotle Value Equity Fund  
Aristotle Core Equity Fund Aristotle Atlantic Partners, LLC
Aristotle Small Cap Equity Fund Aristotle Capital Boston, LLC
Aristotle Strategic Credit Fund Aristotle Credit Partners, LLC

 

The Board has appointed the investment advisers to the Funds listed above, as the program administrators (“Program Administrators”) for each Fund Program. Under the Trust’s liquidity risk management program (the “Trust Program”), the Board has delegated oversight of the Trust Program to the Liquidity Oversight Committee (the “Oversight Committee”). At the Meeting, the Oversight Committee, on behalf of Program Administrators and the Funds, provided the Board with written reports (the “Report”) that addressed the operation, adequacy, and effectiveness of implementation of each Fund Program, and any material changes to it for the period from October 1, 2021 through September 30, 2022 (the “Program Reporting Period”).

 

In assessing the adequacy and effectiveness of implementation of the Fund Programs, the Report discussed the following, among other things:

 

·Each Fund Program’s liquidity classification methodology for categorizing each Fund’s investments;
·An overview of market liquidity for each Fund during the Program Reporting Period;
·Each Fund’s ability to meet redemption requests;
·Each Fund’s cash management;
·Each Fund’s borrowing activity, if any, in order to meet redemption requests;
·Each Fund’s compliance with the 15% limit of illiquid investments; and
·Each Fund’s status as a primarily highly liquid fund (“PHLF”), the effectiveness of the implementation of the PHLF standard, and whether it would be appropriate for each Fund to adopt a highly liquid investment minimum (“HLIM”).

 

The Report stated that the Funds primarily hold assets that are defined under the Liquidity Rule as "highly liquid investments," and therefore each Fund is not required to establish an HLIM. Highly liquid investments are defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment. The Report also stated that there were no material changes made to the Fund Programs during the Program Reporting Period.

 

In the Report, each Program Administrator concluded that (i) the Fund Program, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii) each Fund continues to qualify as a PHLF and therefore is not required to adopt an HLIM; (iii) during the Program Reporting Period, each Fund was able to meet redemption requests without significant dilution of remaining investors’ interests; and (iv) there were no weaknesses in the design or implementation of the Fund Program during the Program Reporting Period.

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Aristotle Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

There can be no assurance that each Fund Program will achieve its objectives in the future. Please refer to the Funds’ prospectus for more information regarding each Fund’s exposure to liquidity risk and other principal risks to which an investment in the Funds may be subject.

 131 

 

Aristotle Funds EXPENSE EXAMPLES

For the Six Months Ended December 31, 2022 (Unaudited)

 

 

Expense Examples

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

 

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2022 to December 31, 2022.

 

Actual Expenses

The information in the row titled “Actual Performance” of the table below provides actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate row under the column titled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

The information in the row titled “Hypothetical (5% annual return before expenses)” of the table below provides hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (load) or contingent deferred sales charges. Therefore, the information in the row titled “Hypothetical (5% annual return before expenses)” is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Global Equity Fund Beginning
Account Value
Ending
Account Value
Expenses
Paid During
Period*
  7/1/22 12/31/22 7/1/22 – 12/31/22
Actual Performance $ 1,000.00   $ 1,049.90   $ 4.13  
Hypothetical (5% annual return before expenses)    1,000.00     1,021.18      4.07  

 

*Expenses are equal to the Fund’s annualized expense ratio of 0.80%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six-month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.

 

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Aristotle Funds

EXPENSE EXAMPLES - Continued

For the Six Months Ended December 31, 2022 (Unaudited)

 

 

International Equity Fund Beginning
Account Value
Ending
Account Value
Expenses
Paid During
Period*
  7/1/22 12/31/22 7/1/22 – 12/31/22
Actual Performance $ 1,000.00   $ 1,046.00   $ 4.13  
Hypothetical (5% annual return before expenses) 1,000.00   1,021.17   4.08  

 

* Expenses are equal to the Fund’s annualized expense ratio of 0.80%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six-month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.

 

Strategic Credit Fund Beginning
Account Value
Ending
Account Value
Expenses
Paid During
Period*
  7/1/22 12/31/22 7/1/22 – 12/31/22
Actual Performance $ 1,000.00   $ 1,036.00   $ 3.18  
Hypothetical (5% annual return before expenses) 1,000.00   1,022.08   3.16  

 

*Expenses are equal to the Fund’s annualized expense ratio of 0.62%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six-month period). The expense ratios reflect an expense waiver and other expenses absorbed. Assumes all dividends and distributions were reinvested.

 

Value Equity Fund Beginning
Account Value
Ending
Account Value
Expenses
Paid During
Period*
  7/1/22 12/31/22 7/1/22 – 12/31/22
Actual Performance $1,000.00   $ 1,046.10   $ 3.56  
Hypothetical (5% annual return before expenses) 1,000.00   1,021.73   3.52  

 

*Expenses are equal to the Fund’s annualized expense ratio of 0.69%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six-month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.

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Aristotle Funds

EXPENSE EXAMPLES - Continued

For the Six Months Ended December 31, 2022 (Unaudited)

 

 

Small Cap Equity Fund Beginning
Account Value
Ending
Account Value
Expenses
Paid During
Period*
  7/1/22 12/31/22 7/1/22 – 12/31/22
Actual Performance $ 1,000.00   $ 1,087.80   $ 4.74  
Hypothetical (5% annual return before expenses) 1,000.00   1,020.67   4.58  

 

*Expenses are equal to the Fund’s annualized expense ratio of 0.90%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six-month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.

 

Core Equity Fund Beginning
Account Value
Ending
Account Value
Expenses
Paid During
Period*
  7/1/22 12/31/22 7/1/22 – 12/31/22
Actual Performance $ 1,000.00   $ 1,013.50   $ 3.30  
Hypothetical (5% annual return before expenses) 1,000.00   1,021.93   3.31  

 

*Expenses are equal to the Fund’s annualized expense ratio of 0.65%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six-month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.

 

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Aristotle Funds

Each a series of Investment Managers Series Trust

 

Investment Advisors

Aristotle Capital Management, LLC

11100 Santa Monica Boulevard, Suite 1700

Los Angeles, California 90025

 

Aristotle Credit Partners, LLC

840 Newport Center Drive, Suite 600

Newport Beach, California 92660

 

Aristotle Capital Boston, LLC

One Federal Street, 36th Floor

Boston, Massachusetts 02110

 

Aristotle Atlantic Partners, LLC

50 Central Avenue, Suite 750

Sarasota, Florida 34236

 

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

Two Liberty Place

50 South 16th Street, Suite 2900

Philadelphia, Pennsylvania 19102

 

Custodian

UMB Bank, n.a.

928 Grand Boulevard, 5th Floor

Kansas City, Missouri 64106

 

Fund Co-Administrator

Mutual Fund Administration, LLC

2220 East Route 66, Suite 226

Glendora, California 91740

 

Fund Co-Administrator, Transfer Agent and Fund Accountant

UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, Wisconsin 53212

 

Distributor

IMST Distributors, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

www.acaglobal.com

 

 

FUND INFORMATION

 

 

  TICKER CUSIP
Aristotle/Saul Global Equity Fund – Class I ARSOX 461 418 287
Aristotle International Equity Fund – Class I ARSFX 461 41P 297
Aristotle Strategic Credit Fund – Class I ARSSX 461 41Q 824
Aristotle Value Equity Fund – Class I ARSQX 461 41Q 634
Aristotle Small Cap Equity Fund – Class I ARSBX 461 41Q 626
Aristotle Core Equity Fund – Class I ARSLX 461 41Q 360

 

Privacy Principles of the Aristotle Funds for Shareholders

The Funds are committed to maintaining the privacy of their shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how we protect that information and why, in certain cases, we may share information with select other parties.

 

Generally, the Funds do not receive any non-public personal information relating to their shareholders, although certain non-public personal information of their shareholders may become available to the Funds. The Funds do not disclose any non-public personal information about their shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).

 

 

 

This report is sent to shareholders of the Aristotle Funds for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Funds or of any securities mentioned in this report.

 

Proxy Voting Policies and Procedures

A description of the Funds’ proxy voting policies and procedures related to portfolio securities are available without charge, upon request, by calling the Funds at (888) 661-6691 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

 

Proxy Voting Record

Information regarding how the Funds voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling (888) 661-6691 or by accessing the Funds’ Form N-PX on the SEC’s website at www.sec.gov.

 

Fund Portfolio Holdings

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT within 60 days of the end of such fiscal quarter. Shareholders may obtain the Funds’ Form N-PORT on the SEC’s website at www.sec.gov.

 

Prior to their use of Form N-PORT, the Funds filed their complete schedule of portfolio holdings with the SEC on Form N-Q, which is available online at www.sec.gov.

 

Householding Mailings

The Funds will mail only one copy of shareholder documents, including prospectuses, and notice of annual and semi-annual reports availability and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (888) 661-6691.

 

Aristotle Funds

P.O. Box 2175

Milwaukee, WI 53201

Toll Free: (888) 661-6691

 

 

Item 1. Report to Stockholders (Continued).

 

(b)Not Applicable

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant at (888) 661-6691.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee.  John P. Zader is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. "Audit services" refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. "Audit-related services" refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. "Tax services" refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no "other services" provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

  FYE 12/31/2022 FYE 12/31/2021
Audit Fees $112,650 $109,000
Audit-Related Fees N/A N/A
Tax Fees $16,800 $16,800
All Other Fees N/A N/A

 

 

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

The percentage of fees billed by Tait, Weller, & Weller LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

  FYE 12/31/2022 FYE 12/31/2021
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

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

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant's independence.

 

Non-Audit Related Fees FYE 12/31/2022 FYE 12/31/2021
Registrant N/A N/A
Registrant’s Investment Advisor N/A N/A

 

Item 5. Audit Committee of Listed Registrants.

 

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

 

(b) Not applicable.

 

Item 6. Investments.

 

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

 

(b)   Not Applicable.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable.

 

 

Item 10. 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 11. Controls and Procedures.

 

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

 

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

 

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

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to the Registrant’s Form N-CSR filed June 8, 2018.

 

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

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

 

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

 

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

 

 

SIGNATURES

 

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

 

(Registrant) Investment Managers Series Trust  
     
By (Signature and Title) /s/ Maureen Quill  
  Maureen Quill, President/Chief Executive Officer  
     
Date 3/10/2023  

 

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/Chief Executive Officer  
     
Date 3/10/2023  
     
By (Signature and Title) /s/ Rita Dam  
  Rita Dam, Treasurer/Chief Financial Officer  
     
Date 3/10/2023