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
811-22894
INVESTMENT MANAGERS SERIES TRUST II
(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)
Registrant's telephone number, including area code:
(626) 385-5777
Date of fiscal year end:
September 30
Date of reporting period:
September 30, 2024
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 Act”), is as follows:
First Trust Merger Arbitrage Fund
Class A/VARAX
TSR Fund Logo - Cover
ANNUAL SHAREHOLDER REPORT | September 30, 2024
This annual shareholder report contains important information about the First Trust Merger Arbitrage Fund (“Fund”) for the period of October 1, 2023 to September 30, 2024. You can find additional information about the Fund at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Cost of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
First Trust Merger Arbitrage Fund
(Class A/VARAX)
$215 2.09%
Management's Discussion of Fund Performance
SUMMARY OF RESULTS
Over the past year, managing a merger arbitrage strategy has been complex due to an evolving opportunity set and increased regulatory challenges, especially across the technology, healthcare, and energy sectors. High-profile acquisitions in technology and healthcare faced regulatory scrutiny, while energy deals, notably by Exxon and Chevron, thrived amid the green energy shift. However, the current Federal Trade Commission regime has made the management of the strategy more difficult, as their influence has contributed to increased deal breaks and lower closure probabilities. Top contributors for the year included moves by Exxon and Chevron, acquiring Pioneer Natural Resources and Hess Corporation, respectively. The Fund’s top detractors for the year were Kimco Realty, acquiring RPT Reality, and Holly Energy Partners, acquired by HF Sinclair Corporation. Notable mega-deals announced throughout the year were Cisco’s acquisition of Splunk for $28 billion and Johnson & Johnson’s acquisition of Shockwave Medical for $13 billion. Private equity firms remained active in M&A, participating in a third of all deals, supported by substantial capital. With the Fed signaling stability in rates, corporate confidence for strategic acquisitions has improved. The First Trust Merger Arbitrage Fund has maintained its resilience through diligent research and risk management, avoiding all of the over 20 deal breaks in the past year. We remain committed to finding high-conviction opportunities for non-correlated returns.
Fund Performance
The following graph and chart compare the initial and subsequent account values at the end of each of the most recently completed 10 fiscal years of the Fund, or for the life of the Fund, if shorter. It assumes a $10,000 initial investment at the beginning of the first fiscal year in an appropriate, broad-based securities market index for the same period.
GROWTH OF $10,000
Fund Performance - Growth of 10K
AVERAGE ANNUAL TOTAL RETURN 1 Year 5 Years 10 Years
First Trust Merger Arbitrage Fund (Class A/VARAX) -0.64% 2.60% 2.88%
First Trust Merger Arbitrage Fund (Class A/VARAX) - excluding sales load 5.40% 3.82% 3.50%
S&P 500 Index 36.35% 15.98% 13.38%
Bloomberg U.S. Aggregate Bond Index 11.57% 0.33% 1.84%
Keep in mind that the Fund’s past performance is not a good predictor of how the Fund will perform in the future.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $1,519,020,513
Total number of portfolio holdings 122
Total advisory fees paid (net) $21,185,882
Portfolio turnover rate as of the end of the reporting period 403%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Sector Allocation chart represents Common Stocks held by the Fund.
Top Ten Holdings
Avangrid, Inc. 5.9%
Marathon Oil Corp. 5.1%
Squarespace, Inc. - Class A 4.3%
Stericycle, Inc. 4.3%
Smartsheet, Inc. - Class A 4.0%
HashiCorp, Inc. - Class A 3.1%
Ares Acquisition Corp. II - Class A 2.9%
Kellanova 2.9%
Nuvei Corp. 2.2%
Envestnet, Inc. 2.1%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Material Fund Changes
Effective November 18, 2024, the Fund has lowered the maximum sales charge for Class A shares from 5.75% to 4.50% and revised the sales charge and dealer reallowance schedules with respect to Class A Shares of the Fund, which vary by the amount invested. In connection with these revisions, no sales charge is applied to investments in Class A Shares of $250,000 or more (previously, $1 million or more); however, to the extent a finder’s fee was paid, a contingent deferred sales charge will be imposed on certain redemptions of such shares within 12 months of the date of purchase. In addition, the amount of such contingent deferred sales charge is lowered from 1.00% to 0.50%.
Effective November 18, 2024, the redemption fee for the Fund was removed.
Effective November 18, 2024, the minimum initial investment for the Fund’s Class A shares was increased from $1,000 to $5,000.
This is a summary of certain planned changes to the Fund since the beginning of the reporting period. For more complete information, you may review the Fund’s prospectus at https://www.firsttrustcapital.com/fund-literature/ or upon request at (877) 779-1999.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (877) 799-1999 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
First Trust Merger Arbitrage Fund
Class I/VARBX
TSR Fund Logo - Cover
ANNUAL SHAREHOLDER REPORT | September 30, 2024
This annual shareholder report contains important information about the First Trust Merger Arbitrage Fund (“Fund”) for the period of October 1, 2023 to September 30, 2024. You can find additional information about the Fund at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Cost of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
First Trust Merger Arbitrage Fund
(Class I/VARBX)
$184 1.79%
Management's Discussion of Fund Performance
SUMMARY OF RESULTS
Over the past year, managing a merger arbitrage strategy has been complex due to an evolving opportunity set and increased regulatory challenges, especially across the technology, healthcare, and energy sectors. High-profile acquisitions in technology and healthcare faced regulatory scrutiny, while energy deals, notably by Exxon and Chevron, thrived amid the green energy shift. However, the current Federal Trade Commission regime has made the management of the strategy more difficult, as their influence has contributed to increased deal breaks and lower closure probabilities. Top contributors for the year included moves by Exxon and Chevron, acquiring Pioneer Natural Resources and Hess Corporation, respectively. The Fund’s top detractors for the year were Kimco Realty, acquiring RPT Reality, and Holly Energy Partners, acquired by HF Sinclair Corporation. Notable mega-deals announced throughout the year were Cisco’s acquisition of Splunk for $28 billion and Johnson & Johnson’s acquisition of Shockwave Medical for $13 billion. Private equity firms remained active in M&A, participating in a third of all deals, supported by substantial capital. With the Fed signaling stability in rates, corporate confidence for strategic acquisitions has improved. The First Trust Merger Arbitrage Fund has maintained its resilience through diligent research and risk management, avoiding all of the over 20 deal breaks in the past year. We remain committed to finding high-conviction opportunities for non-correlated returns.
Fund Performance
The following graph and chart compare the initial and subsequent account values at the end of each of the most recently completed 10 fiscal years of the Fund, or for the life of the Fund, if shorter. It assumes a $500,000 initial investment at the beginning of the first fiscal year in an appropriate, broad-based securities market index for the same period.
GROWTH OF $500,000
Fund Performance - Growth of 10K
AVERAGE ANNUAL TOTAL RETURN 1 Year 5 Years 10 Years
First Trust Merger Arbitrage Fund (Class I/VARBX) 5.70% 4.14% 3.82%
S&P 500 Index 36.35% 15.98% 13.38%
Bloomberg U.S. Aggregate Bond Index 11.57% 0.33% 1.84%
Keep in mind that the Fund’s past performance is not a good predictor of how the Fund will perform in the future.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $1,519,020,513
Total number of portfolio holdings 122
Total advisory fees paid (net) $21,185,882
Portfolio turnover rate as of the end of the reporting period 403%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Sector Allocation chart represents Common Stocks held by the Fund.
Top Ten Holdings
Avangrid, Inc. 5.9%
Marathon Oil Corp. 5.1%
Squarespace, Inc. - Class A 4.3%
Stericycle, Inc. 4.3%
Smartsheet, Inc. - Class A 4.0%
HashiCorp, Inc. - Class A 3.1%
Ares Acquisition Corp. II - Class A 2.9%
Kellanova 2.9%
Nuvei Corp. 2.2%
Envestnet, Inc. 2.1%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Material Fund Changes
Effective November 18, 2024, the redemption fee for the Fund was removed.
Effective November 18, 2024, the minimum initial investment for the Fund’s Class I shares was lowered from $500,000 to $100,000.
This is a summary of certain planned changes to the Fund since the beginning of the reporting period. For more complete information, you may review the Fund’s prospectus at https://www.firsttrustcapital.com/fund-literature/ or upon request at (877) 779-1999.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (877) 799-1999 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
First Trust Merger Arbitrage Fund
Class C/VARCX
TSR Fund Logo - Cover
ANNUAL SHAREHOLDER REPORT | September 30, 2024
This annual shareholder report contains important information about the First Trust Merger Arbitrage Fund (“Fund”) for the period of January 31, 2024 (commencement of operations) to September 30, 2024. You can find additional information about the Fund at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Cost of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
First Trust Merger Arbitrage Fund
(Class C/VARCX)1
$187 2.76%
1
The Class C commenced operations on January 31, 2024. If the Class C had been operational for the entire annual period of October 1, 2023 to September 30, 2024, expenses would have been higher.
Management's Discussion of Fund Performance
SUMMARY OF RESULTS
Over the past year, managing a merger arbitrage strategy has been complex due to an evolving opportunity set and increased regulatory challenges, especially across the technology, healthcare, and energy sectors. High-profile acquisitions in technology and healthcare faced regulatory scrutiny, while energy deals, notably by Exxon and Chevron, thrived amid the green energy shift. However, the current Federal Trade Commission regime has made the management of the strategy more difficult, as their influence has contributed to increased deal breaks and lower closure probabilities. Top contributors for the year included moves by Exxon and Chevron, acquiring Pioneer Natural Resources and Hess Corporation, respectively. The Fund’s top detractors for the year were Kimco Realty, acquiring RPT Reality, and Holly Energy Partners, acquired by HF Sinclair Corporation. Notable mega-deals announced throughout the year were Cisco’s acquisition of Splunk for $28 billion and Johnson & Johnson’s acquisition of Shockwave Medical for $13 billion. Private equity firms remained active in M&A, participating in a third of all deals, supported by substantial capital. With the Fed signaling stability in rates, corporate confidence for strategic acquisitions has improved. The First Trust Merger Arbitrage Fund has maintained its resilience through diligent research and risk management, avoiding all of the over 20 deal breaks in the past year. We remain committed to finding high-conviction opportunities for non-correlated returns.
Fund Performance
The following graph and chart compare the initial and subsequent account values at the end of each of the most recently completed 10 fiscal years of the Fund, or for the life of the Fund, if shorter. It assumes a $10,000 initial investment at the beginning of the first fiscal year in an appropriate, broad-based securities market index for the same period.
GROWTH OF $10,000
Fund Performance - Growth of 10K
AVERAGE ANNUAL TOTAL RETURN 1 Year 5 Years 10 Years
First Trust Merger Arbitrage Fund (Class C/VARCX)1 3.56% 3.03% 2.71%
First Trust Merger Arbitrage Fund (Class C/VARCX) - excluding sales load1 4.56% 3.03% 2.71%
S&P 500 Index 36.35% 15.98% 13.38%
Bloomberg U.S. Aggregate Bond Index 11.57% 0.33% 1.84%
1
Class C shares commenced operations on January 31, 2024.  The performance figures for Class C shares include the performance for the Class I shares for the periods prior to the inception date of Class C shares, adjusted for the difference in Class C shares and Class I shares expenses. Class C shares impose higher expenses than Class I shares.
Keep in mind that the Fund’s past performance is not a good predictor of how the Fund will perform in the future.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $1,519,020,513
Total number of portfolio holdings 122
Total advisory fees paid (net) $21,185,882
Portfolio turnover rate as of the end of the reporting period 403%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Sector Allocation chart represents Common Stocks held by the Fund.
Top Ten Holdings
Avangrid, Inc. 5.9%
Marathon Oil Corp. 5.1%
Squarespace, Inc. - Class A 4.3%
Stericycle, Inc. 4.3%
Smartsheet, Inc. - Class A 4.0%
HashiCorp, Inc. - Class A 3.1%
Ares Acquisition Corp. II - Class A 2.9%
Kellanova 2.9%
Nuvei Corp. 2.2%
Envestnet, Inc. 2.1%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Material Fund Changes
Effective November 18, 2024, the redemption fee for the Fund was removed.
Effective November 18, 2024, the Fund’s Class C shares will convert automatically to Class A shares of the Fund on a monthly basis in the month of the 7-year anniversary (or the following month if the 7-year anniversary is after the last business day of the month) of the Class C shares’ purchase date. 
This is a summary of certain planned changes to the Fund since the beginning of the reporting period. For more complete information, you may review the Fund’s prospectus at https://www.firsttrustcapital.com/fund-literature/ or upon request at (877) 779-1999.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (877) 799-1999 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
First Trust Multi-Strategy Fund
Class A/FTMAX
TSR Fund Logo - Cover
ANNUAL SHAREHOLDER REPORT | September 30, 2024
This annual shareholder report contains important information about the First Trust Multi-Strategy Fund (“Fund”) for the period of October 1, 2023 to September 30, 2024. You can find additional information about the Fund at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Cost of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
First Trust Multi-Strategy Fund
(Class A/FTMAX)
$199 1.90%
Management's Discussion of Fund Performance
SUMMARY OF RESULTS
The First Trust Multi-Strategy Fund (the “Multi-Strategy Fund”) focuses on maintaining an alternative return profile with minimal correlation to stock and bond markets while targeting a 6.00% annual distribution yield. To achieve these goals, the Multi-Strategy Fund employs three core strategies: merger arbitrage, option writing, and structured debt. The merger arbitrage strategy contributed a 2.54% return despite regulatory challenges, benefiting from careful deal selection with a median ‘deal spread’ yield of 8.5% and a 63-day average position duration. The option writing strategy returned 3.48%, profiting from favorable volatility conditions and rising equity prices. The VIX curve coming into the year led to a lower volatility risk premium (VRP) than historically expected for the strategy, leading to a smaller upside capture relative the equity markets. Structured debt yielded a 4.67% return, with a high-quality, short-duration credit portfolio primarily in BBB and BB CLO tranches, which currently yields an average 10.0% coupon. There were no material detracting strategies during the period as all three achieved positive returns. Each strategy not only met the Fund’s return objectives, but also contributed to its diversification, supporting the Fund’s overall strategic goal.
Fund Performance
The following graph and chart compare the initial and subsequent account values at the end of each of the most recently completed 10 fiscal years of the Fund, or for the life of the Fund, if shorter. It assumes a $10,000 initial investment at the beginning of the first fiscal year in an appropriate, broad-based securities market index for the same period.
GROWTH OF $10,000
Fund Performance - Growth of 10K
AVERAGE ANNUAL TOTAL RETURN 1 Year 5 Years 10 Years
First Trust Multi-Strategy Fund (Class A/FTMAX) 4.46% 2.97% 3.40%
First Trust Multi-Strategy Fund (Class A/FTMAX) - excluding sales load 9.38% 4.04% 3.94%
Bloomberg U.S. Aggregate Bond Index 11.57% 0.33% 1.84%
Blended Benchmark Index (50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index)1 23.48% 8.22% 7.74%
ICE BofA Merrill Lynch 3-Month US Treasury Bill Index1 5.49% 2.33% 1.66%
1
Effective July 1, 2024, the Fund replaced the ICE BofA Merrill Lynch 3 Month US Treasury Bill Index as the Fund’s primary performance benchmark with the Bloomberg U.S. Aggregate Bond Index in order to satisfy a change in regulatory requirements. The Fund also introduced a new secondary performance benchmark, the 50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index. First Trust Capital Management L.P., the Fund’s Advisor, believes the 50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index is an appropriate benchmark for the strategy employed by the Fund, provides similar information to the prior benchmark index, and delivers better value to shareholders.
Keep in mind that the Fund’s past performance is not a good predictor of how the Fund will perform in the future.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $530,545,045
Total number of portfolio holdings 285
Total advisory fees paid (net) $3,774,534
Portfolio turnover rate as of the end of the reporting period 215%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Sector Allocation chart represents Common Stocks held by the Fund.
Top Ten Holdings
S&P 500 Index Options, Exercise Price: $5,000.00, Expiration Date: 12/31/24 23.7%
S&P 500 Index Options, Exercise Price: $6,000.00, Expiration Date: 12/31/24 7.2%
Avangrid, Inc. 1.9%
Marathon Oil Corp. 1.6%
Squarespace, Inc. - Class A 1.4%
Stericycle, Inc. 1.4%
Smartsheet, Inc. - Class A 1.3%
Kellanova 1.0%
HashiCorp, Inc. - Class A 1.0%
Nuvei Corp. 0.7%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Material Fund Changes
Effective March 8, 2024, Vest Financial, LLC replaced Glenmede Investment Management, LP as Sub-Advisor to the Fund.
This is a summary of certain planned changes to the Fund since the beginning of the reporting period. For more complete information, you may review the Fund’s prospectus at https://www.firsttrustcapital.com/fund-literature/ or upon request at (877) 779-1999.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (877) 799-1999 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
First Trust Multi-Strategy Fund
Class I/FTMIX
TSR Fund Logo - Cover
ANNUAL SHAREHOLDER REPORT | September 30, 2024
This annual shareholder report contains important information about the First Trust Multi-Strategy Fund (“Fund”) for the period of October 1, 2023 to September 30, 2024. You can find additional information about the Fund at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Cost of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
First Trust Multi-Strategy Fund
(Class I/FTMIX)
$169 1.61%
Management's Discussion of Fund Performance
SUMMARY OF RESULTS
The First Trust Multi-Strategy Fund (the “Multi-Strategy Fund”) focuses on maintaining an alternative return profile with minimal correlation to stock and bond markets while targeting a 6.00% annual distribution yield. To achieve these goals, the Multi-Strategy Fund employs three core strategies: merger arbitrage, option writing, and structured debt. The merger arbitrage strategy contributed a 2.54% return despite regulatory challenges, benefiting from careful deal selection with a median ‘deal spread’ yield of 8.5% and a 63-day average position duration. The option writing strategy returned 3.48%, profiting from favorable volatility conditions and rising equity prices. The VIX curve coming into the year led to a lower volatility risk premium (VRP) than historically expected for the strategy, leading to a smaller upside capture relative the equity markets. Structured debt yielded a 4.67% return, with a high-quality, short-duration credit portfolio primarily in BBB and BB CLO tranches, which currently yields an average 10.0% coupon. There were no material detracting strategies during the period as all three achieved positive returns. Each strategy not only met the Fund’s return objectives, but also contributed to its diversification, supporting the Fund’s overall strategic goal.
Fund Performance
The following graph and chart compare the initial and subsequent account values at the end of each of the most recently completed 10 fiscal years of the Fund, or for the life of the Fund, if shorter. It assumes a $100,000 initial investment at the beginning of the first fiscal year in an appropriate, broad-based securities market index for the same period.
GROWTH OF $100,000
Fund Performance - Growth of 10K
AVERAGE ANNUAL TOTAL RETURN 1 Year 5 Years 10 Years
First Trust Multi-Strategy Fund (Class I/FTMIX) 9.69% 4.33% 4.25%
Bloomberg U.S. Aggregate Bond Index 11.57% 0.33% 1.84%
Blended Benchmark Index (50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index)1 23.48% 8.22% 7.74%
ICE BofA Merrill Lynch 3-Month US Treasury Bill Index1 5.49% 2.33% 1.66%
1
Effective July 1, 2024, the Fund replaced the ICE BofA Merrill Lynch 3 Month US Treasury Bill Index as the Fund’s primary performance benchmark with the Bloomberg U.S. Aggregate Bond Index in order to satisfy a change in regulatory requirements. The Fund also introduced a new secondary performance benchmark, the 50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index. First Trust Capital Management L.P., the Fund’s Advisor, believes the 50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index is an appropriate benchmark for the strategy employed by the Fund, provides similar information to the prior benchmark index, and delivers better value to shareholders.
Keep in mind that the Fund’s past performance is not a good predictor of how the Fund will perform in the future.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $530,545,045
Total number of portfolio holdings 285
Total advisory fees paid (net) $3,774,534
Portfolio turnover rate as of the end of the reporting period 215%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Sector Allocation chart represents Common Stocks held by the Fund.
Top Ten Holdings
S&P 500 Index Options, Exercise Price: $5,000.00, Expiration Date: 12/31/24 23.7%
S&P 500 Index Options, Exercise Price: $6,000.00, Expiration Date: 12/31/24 7.2%
Avangrid, Inc. 1.9%
Marathon Oil Corp. 1.6%
Squarespace, Inc. - Class A 1.4%
Stericycle, Inc. 1.4%
Smartsheet, Inc. - Class A 1.3%
Kellanova 1.0%
HashiCorp, Inc. - Class A 1.0%
Nuvei Corp. 0.7%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Material Fund Changes
Effective March 8, 2024, Vest Financial, LLC replaced Glenmede Investment Management, LP as Sub-Advisor to the Fund.
This is a summary of certain planned changes to the Fund since the beginning of the reporting period. For more complete information, you may review the Fund’s prospectus at https://www.firsttrustcapital.com/fund-literature/ or upon request at (877) 779-1999.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (877) 799-1999 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
First Trust Multi-Strategy Fund
Class C/FTMCX
TSR Fund Logo - Cover
ANNUAL SHAREHOLDER REPORT | September 30, 2024
This annual shareholder report contains important information about the First Trust Multi-Strategy Fund (“Fund”) for the period of October 1, 2023 to September 30, 2024. You can find additional information about the Fund at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Fund (Class) Cost of a $10,000 investment Costs paid as a percentage
of a $10,000 investment
First Trust Multi-Strategy Fund
(Class C/FTMCX)
$274 2.63%
Management's Discussion of Fund Performance
SUMMARY OF RESULTS
The First Trust Multi-Strategy Fund (the “Multi-Strategy Fund”) focuses on maintaining an alternative return profile with minimal correlation to stock and bond markets while targeting a 6.00% annual distribution yield. To achieve these goals, the Multi-Strategy Fund employs three core strategies: merger arbitrage, option writing, and structured debt. The merger arbitrage strategy contributed a 2.54% return despite regulatory challenges, benefiting from careful deal selection with a median ‘deal spread’ yield of 8.5% and a 63-day average position duration. The option writing strategy returned 3.48%, profiting from favorable volatility conditions and rising equity prices. The VIX curve coming into the year led to a lower volatility risk premium (VRP) than historically expected for the strategy, leading to a smaller upside capture relative the equity markets. Structured debt yielded a 4.67% return, with a high-quality, short-duration credit portfolio primarily in BBB and BB CLO tranches, which currently yields an average 10.0% coupon. There were no material detracting strategies during the period as all three achieved positive returns. Each strategy not only met the Fund’s return objectives, but also contributed to its diversification, supporting the Fund’s overall strategic goal.
Fund Performance
The following graph and chart compare the initial and subsequent account values at the end of each of the most recently completed 10 fiscal years of the Fund, or for the life of the Fund, if shorter. It assumes a $10,000 initial investment at the beginning of the first fiscal year in an appropriate, broad-based securities market index for the same period.
GROWTH OF $10,000
Fund Performance - Growth of 10K
AVERAGE ANNUAL TOTAL RETURN 1 Year 5 Years 10 Years
First Trust Multi-Strategy Fund (Class C/FTMCX)1 7.56% 3.24% 3.16%
First Trust Multi-Strategy Fund (Class C/FTMCX) - excluding sales load1 8.56% 3.24% 3.16%
Bloomberg U.S. Aggregate Bond Index 11.57% 0.33% 1.84%
Blended Benchmark Index (50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index)2 23.48% 8.22% 7.74%
ICE BofA Merrill Lynch 3-Month US Treasury Bill Index2 5.49% 2.33% 1.66%
1
Class C shares commenced operations on November 14, 2022.  The performance figures for Class C shares include the performance for the Class I shares for the periods prior to the inception date of Class C shares, adjusted for the difference in Class C shares and Class I shares expenses. Class C shares impose higher expenses than Class I shares.
2
Effective July 1, 2024, the Fund replaced the ICE BofA Merrill Lynch 3 Month US Treasury Bill Index as the Fund’s primary performance benchmark with the Bloomberg U.S. Aggregate Bond Index in order to satisfy a change in regulatory requirements. The Fund also introduced a new secondary performance benchmark, the 50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index. First Trust Capital Management L.P., the Fund’s Advisor, believes the 50% S&P 500 Index/50% Bloomberg U.S. Aggregate Bond Index is an appropriate benchmark for the strategy employed by the Fund, provides similar information to the prior benchmark index, and delivers better value to shareholders.
Keep in mind that the Fund’s past performance is not a good predictor of how the Fund will perform in the future.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets $530,545,045
Total number of portfolio holdings 285
Total advisory fees paid (net) $3,774,534
Portfolio turnover rate as of the end of the reporting period 215%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Sector Allocation chart represents Common Stocks held by the Fund.
Top Ten Holdings
S&P 500 Index Options, Exercise Price: $5,000.00, Expiration Date: 12/31/24 23.7%
S&P 500 Index Options, Exercise Price: $6,000.00, Expiration Date: 12/31/24 7.2%
Avangrid, Inc. 1.9%
Marathon Oil Corp. 1.6%
Squarespace, Inc. - Class A 1.4%
Stericycle, Inc. 1.4%
Smartsheet, Inc. - Class A 1.3%
Kellanova 1.0%
HashiCorp, Inc. - Class A 1.0%
Nuvei Corp. 0.7%
Asset Allocation
Graphical Representation - Allocation 1 Chart
Sector Allocation
Graphical Representation - Allocation 2 Chart
Material Fund Changes
Effective March 8, 2024, Vest Financial, LLC replaced Glenmede Investment Management, LP as Sub-Advisor to the Fund.
Effective November 18, 2024, the Fund’s Class C shares will convert automatically to Class A shares of the Fund on a monthly basis in the month of the 7-year anniversary (or the following month if the 7-year anniversary is after the last business day of the month) of the Class C shares’ purchase date.
This is a summary of certain planned changes to the Fund since the beginning of the reporting period. For more complete information, you may review the Fund’s prospectus at https://www.firsttrustcapital.com/fund-literature/ or upon request at (877) 779-1999.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://www.firsttrustcapital.com/fund-literature/. You can also request this information by contacting us at (877) 779-1999.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (877) 799-1999 and we will begin sending you separate copies of these materials within 30 days after receiving your request.

 

 

 

(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 1-877-779-1999.

 

Item 3. Audit Committee Financial Expert.

 

The Board of Trustees of the Registrant has determined that the Registrant has the following “audit committee financial experts” as defined in Item 3(b) of Form N-CSR serving on its Audit Committee: Messrs. Thomas Knipper and John P. Zader.  The audit committee financial experts are “independent” as that term is defined in Item 3(a)(2) 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.

 

 

First Trust Merger Arbitrage Fund

First Trust Multi-Strategy Fund 

FYE 9/30/2024

FYE 9/30/2023

(a) Audit Fees $29,000 $27,000
(b) Audit-Related Fees N/A N/A
(c) Tax Fees $5,000 $5,000
(d)   All Other Fees N/A N/A

 

(e)(1) 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.

 

(e)(2) 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:

 

 

First Trust Merger Arbitrage Fund

First Trust Multi-Strategy Fund 

FYE 9/30/2024

FYE 9/30/2023

Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

(f) 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 advisor (and any other controlling entity, etc.—not sub-advisor) 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 advisor is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant's independence.

 

 

First Trust Merger Arbitrage Fund

First Trust Multi-Strategy Fund 

FYE 9/30/2024

FYE 9/30/2023

(g) Registrant Non-Audit Related Fees N/A N/A
(h) Registrant’s Investment Advisor N/A N/A

 

(i) Not applicable.

(j) Not applicable.

 

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 7 of this Form.

 

(b) Not Applicable.

 

 

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

 

 

 
 

The First Trust Capital Management Funds 

Each a series of Investment Managers Series Trust II

 

Table of Contents

  

Item 7. Financial Statements and Financial Highlights  
Schedule of Investments  
First Trust Merger Arbitrage Fund 1
First Trust Multi-Strategy Fund 7
Statements of Assets and Liabilities 23
Statements of Operations 25
Statements of Changes in Net Assets 26
Statements of Cash Flows 30
Financial Highlights 32
Notes to Financial Statements 38
Report of Independent Registered Public Accounting Firm 58
Supplemental Information 59
Item 8. Changes in and Disagreements with Accountants 60
Item 9. Proxy Disclosures 60
Item 10. Remuneration Paid to Directors, Officers, and Others 60
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contact 60

 

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

 

www.firsttrustcapital.com

 
 

 

First Trust Merger Arbitrage Fund

SCHEDULE OF INVESTMENTS

As of September 30, 2024

 

 

Number
of Shares
        Value  
        COMMON STOCKS — 90.4%        
        AEROSPACE/DEFENSE-EQUIPMENT — 1.1%        
  710,227     Heroux-Devtek, Inc.*,1   $ 16,856,404  
                 
        APPLICATIONS SOFTWARE — 4.0%        
  1,092,344     Smartsheet, Inc. - Class A*     60,472,164  
                 
        COMMERCIAL SERVICES-FINANCE — 2.2%        
  984,463     Nuvei Corp.1,2     32,831,841  
                 
        COMPUTER SERVICES — 0.1%        
  385,928     Thoughtworks Holding, Inc.*     1,705,801  
                 
        COMPUTER SOFTWARE — 5.2%        
  515,482     Envestnet, Inc.*     32,279,483  
  1,373,459     HashiCorp, Inc. - Class A*,2     46,505,322  
              78,784,805  
        CONSULTING SERVICES — 2.1%        
  2,264,274     R1 RCM, Inc.*     32,084,763  
                 
        EDUCATIONAL SOFTWARE — 0.2%        
  131,268     Instructure Holdings, Inc.*     3,091,361  
                 
        ELECTRIC-GENERATION — 0.6%        
  426,136     Atlantica Sustainable Infrastructure1,2     9,366,469  
                 
        ELECTRIC-INTEGRATED — 5.9%        
  2,502,091     Avangrid, Inc.2     89,549,837  
                 
        ENGINEERING/R & D SERVICE — 0.4%        
  722,752     Iteris, Inc.*     5,160,449  
                 
        E-SERVICES/CONSULTING — 1.8%        
  364,791     Perficient, Inc.*,2     27,534,425  
                 
        FOOD-MISC/DIVERSIFIED — 2.9%        
  541,062     Kellanova     43,669,114  
                 
        HAZARDOUS WASTE DISPOSAL — 4.3%        
  1,063,276     Stericycle, Inc.*,2     64,859,836  
                 
        INTERNET APPLICATION SOFTWARE — 4.3%        
  1,415,894     Squarespace, Inc. - Class A*,2     65,739,958  
                 
        MEDICAL-WHOLESALE DRUG DISTRIBUTOR — 1.7%        
  846,244     PetIQ, Inc. - Class A*     26,038,928  
                 
        OIL COMP-EXPLORATION & PRODUCTION — 5.3%        
  2,910,146     Marathon Oil Corp.2     77,497,188  

1 

 

First Trust Merger Arbitrage Fund

SCHEDULE OF INVESTMENTS - Continued

As of September 30, 2024

 

 

Number
of Shares
        Value  
        COMMON STOCKS (Continued)        
        OIL COMP-EXPLORATION & PRODUCTION (Continued)        
  460,441     Southwestern Energy Co.*   $ 3,273,736  
              80,770,924  
        RETAIL-BEDDING — 0.1%        
  68,055     Sleep Country Canada Holdings, Inc.1,3     1,760,624  
                 
        RETAIL-RESTAURANTS — 1.3%        
  519,275     Chuy's Holdings, Inc.*     19,420,885  
                 
        SPECIFIED PURPOSE ACQUISITIONS — 45.4%        
  2,666,926     AA Mission Acquisition Corp. - Class A1,4     26,722,599  
  2,829,209     Agriculture & Natural Solutions Acquisition Corp. - Class A1,4     29,282,313  
  506,461     AI Transportation Acquisition Corp.1,4     5,307,711  
  649,911     Aimei Health Technology Co., Ltd.1,4     6,814,317  
  782,634     Alchemy Investments Acquisition Corp. I - Class A1,4     8,518,971  
  400,279     Alphatime Acquisition Corp.1,4     4,483,125  
  524,847     AlphaVest Acquisition Corp.1,4     5,846,796  
  540,098     APx Acquisition Corp. I - Class A1,4     6,383,958  
  4,123,096     Ares Acquisition Corp. II - Class A1,4     44,653,130  
  303,959     Battery Future Acquisition Corp. - Class A1     3,364,826  
  223,003     Bayview Acquisition Corp.1,4     2,301,391  
  320,086     Bayview Acquisition Corp. - Class A1,4     3,348,100  
  611,000     Black Hawk Acquisition Corp. - Class A1,4     6,250,530  
  330,476     Blue Ocean Acquisition Corp. - Class A1     3,816,998  
  583,875     Bowen Acquisition Corp.1,4     6,276,656  
  721,810     BurTech Acquisition Corp. - Class A*     8,142,017  
  687,552     Cantor Equity Partners, Inc. - Class A1,4     6,889,271  
  1,845,042     Cartesian Growth Corp. II1,4     21,144,181  
  234,863     Cartica Acquisition Corp. - Class A*,1     2,684,484  
  2,348,540     Centurion Acquisition Corp. - Class A1,4     23,508,885  
  24,126     CF Acquisition Corp. VII - Class A     267,799  
  360,537     Chenghe Acquisition I Co.1,4     4,178,624  
  707,332     Chenghe Acquisition II Co.1,4     7,087,467  
  112,218     Churchill Capital Corp. IX - Class A*,1     1,124,424  
  144,353     Coliseum Acquisition Corp. - Class A1     1,602,318  
  535,425     Colombier Acquisition Corp. II - Class A*,1     5,493,460  
  91,441     Consilium Acquisition Corp. I Ltd. - Class A1     1,025,054  
  384,008     Constellation Acquisition Corp. I - Class A*,1     4,412,252  
  579,602     DT Cloud Acquisition Corp.1,4     5,975,697  
  180,000     Embrace Change Acquisition Corp.*,1     2,070,000  
  408,732     Enphys Acquisition Corp.*,1     4,516,489  
  257,487     ESH Acquisition Corp. - Class A     2,729,362  
  415,646     Eureka Acquisition Corp.1,4     4,181,399  
  386,289     Evergreen Corp. - Class A1     4,511,856  

2 

 

First Trust Merger Arbitrage Fund

SCHEDULE OF INVESTMENTS - Continued

As of September 30, 2024

 

 

Number
of Shares
        Value  
        COMMON STOCKS (Continued)        
        SPECIFIED PURPOSE ACQUISITIONS (Continued)        
  385,512     Finnovate Acquisition Corp. - Class A1,4   $ 4,460,374  
  556,295     Flag Ship Acquisition Corp.1,4     5,574,076  
  247,218     Generation Asia I Acquisition Ltd. - Class A1     2,768,842  
  412,700     GigCapital7 Corp. - Class A*,1     4,102,238  
  532,295     Global Lights Acquisition Corp.1,4     5,567,806  
  2,351,441     GP Act III Acquisition Corp. - Class A1,4     23,655,496  
  196,235     GP Act III Sponsor - Class A 1,4,5     2  
  245,295     GP Act III Sponsor - Class B1,4,5     2  
  1,876,481     Graf Global Corp. - Class A1,4     18,783,199  
  1,915,657     Haymaker Acquisition Corp. IV1,4     20,420,904  
  492,466     Horizon Space Acquisition I Corp.1,4     5,515,619  
  1,402,226     Inflection Point Acquisition Corp. II - Class A1     15,059,907  
  419,484     Integrated Wellness Acquisition Corp. - Class A1,4     4,945,716  
  501,128     Investcorp Europe Acquisition Corp. I - Class A1     5,908,299  
  910,367     Israel Acquisitions Corp.1,4     10,168,799  
  322,105     IX Acquisition Corp. - Class A1     3,733,197  
  529,987     JVSPAC Acquisition Corp. - Class A1,4     5,480,066  
  1,396,579     Keen Vision Acquisition Corp.1,4     15,027,190  
  1,866,241     Launch One Acquisition Corp.1,4     18,606,423  
  484,167     Learn CW Investment Corp.4     5,320,995  
  1,608,549     Legato Merger Corp. III1,4     16,399,157  
  1,875,252     Lionheart Holdings - Class A1,4     18,752,520  
  1,637,992     M3-Brigade Acquisition V Corp. - Class A1     16,396,300  
  1,438,362     Melar Acquisition Corp. I - Class A1,4     14,376,428  
  773,352     Mercer Park Opportunities Corp. - Class A*,1     7,431,913  
  61,623     Metal Sky Star Acquisition Corp.*,1     700,653  
  1,168,021     Mountain & Co. I Acquisition Corp. - Class A1,4     13,724,247  
  2,608,827     Nabors Energy Transition Corp. II - Class A1,4     27,784,008  
  548,260     Oak Woods Acquisition Corp. - Class A1,4     6,091,169  
  934,747     Patria Latin American Opportunity Acquisition Corp. - Class A1,4     10,852,413  
  188,313     Perception Capital Corp. IV*,1     2,090,274  
  953,733     Pyrophyte Acquisition Corp. - Class A1,4     10,977,467  
  54,406     Quetta Acquisition Corp.*     566,366  
  939,193     RF Acquisition Corp. II1,2,4     9,504,633  
  1,625,271     SIM Acquisition Corp. I - Class A1,4     16,236,457  
  507,469     SK Growth Opportunities Corp. - Class A1     5,744,549  
  760,287     Slam Corp. - Class A1     8,469,597  
  717,835     Spark I Acquisition Corp.1     7,537,267  
  1,932,995     Spring Valley Acquisition Corp. II - Class A1,4     21,707,534  
  137,836     Swiftmerge Acquisition Corp. - Class A*,1     1,521,709  
  326,924     TLGY Acquisition Corp. - Class A1     3,772,703  

3 

 

First Trust Merger Arbitrage Fund

SCHEDULE OF INVESTMENTS - Continued

As of September 30, 2024

 

 

Number
of Shares
        Value  
        COMMON STOCKS (Continued)        
        SPECIFIED PURPOSE ACQUISITIONS (Continued)        
  165,754     TMT Acquisition Corp.*,1   $ 1,863,904  
  1,036,882     Voyager Acquisition Corp. - Class A*,1     10,337,714  
  602,742     Zalatoris II Acquisition Corp.1,4     6,720,573  
              689,575,165  
        STEEL-PRODUCERS — 1.5%        
  467,580     Stelco Holdings, Inc.1     23,062,670  
                 
        TOTAL COMMON STOCKS        
        (Cost $1,351,319,509)     1,372,336,423  
                 
        RIGHTS — 0.0%        
  287,741     ABIOMED, Inc., Expiration Date: December 30, 2029*,2,5     293,496  
  460,530     Flag Ship Acquisition Corp., Expiration Date: Pending1,4     50,658  
  773,352     Mercer Park Opportunities Corp., Expiration Date: Pending*,1     3,867  
                 
        TOTAL RIGHTS        
        (Cost $293,496)     348,021  

 

Number
of Units
             
        UNITS — 2.5%        
        SPECIFIED PURPOSE ACQUISITIONS — 2.5%        
  185,786     Andretti Acquisition Corp. II*,1     1,857,860  
  669,302     Black Spade Acquisition II Co.*,1     6,666,248  
  66,728     Cayson Acquisition Corp.*,1     668,615  
  193,720     Centurion Acquisition Corp. - Class A1,4,5     2  
  242,151     Centurion Acquisition Corp. - Class B1,4,5     2  
  1,870,788     HCM II Acquisition Corp.1,4     18,689,172  
  1     M3-Brigade Acquisition V Corp.1     10  
  995,181     Vine Hill Capital Investment Corp.*,1     9,951,810  
  1     Voyager Acquisition Corp.*,1     10  
              37,833,729  
        TOTAL UNITS        
        (Cost $38,069,917)     37,833,729  

 

Number
of Shares
             
        WARRANTS — 0.0%        
  1,333,463     AA Mission Acquisition Corp., Expiration Date: July 31, 20301,4     80,008  
  178,475     Colombier Acquisition Corp. II, Expiration Date: December 31, 2028*,1     57,112  
  653     Haymaker Acquisition Corp. IV, Expiration Date: September 12, 2028*,1,4     105  
  773,352     Mercer Park Opportunities Corp., Expiration Date: August 28, 2029*,1     11,600  
  664,600     Nabors Energy Transition Corp. II, Expiration Date: September 5, 20281,4     59,814  

4 

 

First Trust Merger Arbitrage Fund

SCHEDULE OF INVESTMENTS - Continued

As of September 30, 2024

 

 

Number
of Shares
        Value  
        WARRANTS (Continued)        
  340,863     Voyager Acquisition Corp., Expiration Date: May 15, 2031*,1   $ 28,121  
        TOTAL WARRANTS        
        (Cost $0)     236,760  
                 
        SHORT-TERM INVESTMENTS — 4.1%        
  61,985,532     Morgan Stanley Institutional Liquidity Fund - Government Portfolio - Institutional Class, 4.76%2,6     61,985,532  
                 
        TOTAL SHORT-TERM INVESTMENTS        
        (Cost $61,985,532)     61,985,532  
                 
        TOTAL INVESTMENTS — 97.0%        
        (Cost $1,451,668,454)     1,472,740,465  
                 
        Assets in Excess of Other Liabilities — 3.0%     46,280,048  
        TOTAL NET ASSETS — 100.0%   $ 1,519,020,513  
                 
        SECURITIES SOLD SHORT — (5.5)%        
        COMMON STOCKS — (5.5)%        
        OIL COMP-EXPLORATION & PRODUCTION — (5.3)%        
  (39,920 )   Chesapeake Energy Corp.     (3,283,420 )
  (742,023 )   ConocoPhillips     (78,120,182 )
              (81,403,602 )
        STEEL-PRODUCERS — (0.2)%        
  (212,282 )   Cleveland-Cliffs, Inc.*     (2,710,841 )
                 
        TOTAL COMMON STOCKS        
        (Proceeds $88,797,604)     (84,114,443 )
        TOTAL SECURITIES SOLD SHORT        
        (Proceeds $88,797,604)   $ (84,114,443 )

 

Number
of Contracts
           
      WRITTEN OPTIONS CONTRACTS — (0.0)%      
        CALL OPTIONS — (0.0)%        
        Smartsheet, Inc.        
  (89 )   Exercise Price: $55.00, Notional Amount: $(489,500), Expiration Date: October 18, 2024*     (4,895 )
                 
        TOTAL CALL OPTIONS        
        (Proceeds $5,693)     (4,895 )
        TOTAL WRITTEN OPTIONS CONTRACTS        
        (Proceeds $5,693)   $ (4,895 )

 

* Non-income producing security.

1 Foreign security denominated in U.S. Dollars.

2 All or a portion of this security is segregated as collateral for securities sold short or written options contracts. The market value of the securities pledged as collateral is $222,153,280, which represents 14.62% of the total net assets of the Fund.

5 

 

First Trust Merger Arbitrage Fund

SCHEDULE OF INVESTMENTS - Continued

As of September 30, 2024

 

 

3 Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted and may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $1,760,624, which represents 0.12% of the total net assets of the Fund.

4 Affiliated company.

5 The value of these securities was determined using significant unobservable inputs. These are reported as Level 3 securities in the Fair Value Hierarchy.

6 The rate is the annualized seven-day yield at period end.

 

See accompanying Notes to Financial Statements.

6 

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS — 32.0%        
  1,000,000     720 East CLO Ltd.
Series 2023-2A, Class D, 10.451% (3-Month Term SOFR+515 basis points), 10/15/20361,2,3,4 
  $ 1,029,819  
        AIMCO CLO Ltd.        
  1,500,000     Series 2024-22A, Class E, 11.827% (3-Month Term SOFR+650 basis points), 4/19/20371,2,3      1,512,865  
  1,500,000     Series 2020-11A, Class D2R2, 9.444% (3-Month Term SOFR+420 basis points), 7/17/20371,2,3      1,499,965  
  500,000     Series 2019-10A, Class ERR, 10.932% (3-Month Term SOFR+565 basis points), 7/22/2037*,1,2,3,4      502,429  
  1,000,000     Alinea CLO Ltd.
Series 2018-1A, Class D, 8.644% (3-Month Term SOFR+336 basis points), 7/20/20311,2,3 
    1,002,282  
  1,000,000     Annisa CLO Ltd.
 Series 2016-2A, Class DRR, 8.082% (3-Month Term SOFR+280 basis points), 7/20/20311,2,3 
    1,001,189  
        Apidos CLO Ltd.        
  1,500,000     Series 2018-29A, Class C, 8.296% (3-Month Term SOFR+301 basis points), 7/25/20301,2,3,4      1,504,727  
  1,150,000     Series 2016-24A, Class DR, 11.344% (3-Month Term SOFR+606 basis points), 10/20/20301,2,3      1,144,380  
  1,000,000     Series 2017-28A, Class C, 8.044% (3-Month Term SOFR+276 basis points), 1/20/20311,2,3      1,000,297  
  750,000     Series 2019-31A, Class ER, 12.163% (3-Month Term SOFR+686 basis points), 4/15/20311,2,3      752,379  
  1,500,000     Series 2013-15A, Class ERR, 11.244% (3-Month Term SOFR+596 basis points), 4/20/20311,2,3      1,507,573  
  1,750,000     Series 2015-20A, Class DR, 11.248% (3-Month Term SOFR+596 basis points), 7/16/20311,2,3      1,760,543  
  1,500,000     Series XXXA, Class CR, 8.195% (3-Month Term SOFR+300 basis points), 10/18/20311,2,3      1,500,132  
  500,000     Series 2022-41A, Class E, 13.612% (3-Month Term SOFR+833 basis points), 10/20/20341,2,3      505,756  
  750,000     Series 2020-33A, Class ER, 11.895% (3-Month Term SOFR+661 basis points), 10/24/20341,2,3      753,186  
        Ares CLO Ltd.        
  750,000     Series 2014-32RA, Class C, 8.280% (3-Month Term SOFR+316 basis points), 5/15/20301,2,3,4      753,053  
  1,450,000     Series 2018-50A, Class D, 8.463% (3-Month Term SOFR+316 basis points), 1/15/20321,2,3,4      1,454,740  
  500,000     Assurant CLO Ltd.
Series 2017-1A, Class ER, 12.744% (3-Month Term SOFR+746 basis points), 10/20/20341,2,3 
    487,365  

7

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS (Continued)        
        Bain Capital Credit CLO Ltd.        
  1,500,000     Series 2018-2A, Class DR, 8.229% (3-Month Term SOFR+295 basis points), 7/19/20311,2,3    $ 1,500,054  
  970,000     Series 2020-3A, Class DR, 8.795% (3-Month Term SOFR+351 basis points), 10/23/20341,2,3,4      970,386  
        Barings CLO Ltd.        
  750,000     Series 2018-3A, Class E, 11.294% (3-Month Term SOFR+601 basis points), 7/20/20291,2,3      752,850  
  1,250,000     Series 2015-2A, Class DR, 8.494% (3-Month Term SOFR+321 basis points), 10/20/20301,2,3     1,253,630  
  1,000,000     Series 2019-3A, Class DR, 8.344% (3-Month Term SOFR+306 basis points), 4/20/20311,2,3      1,002,629  
  250,000     Benefit Street Partners CLO Ltd.
Series 2015-8A, Class DR, 11.144% (3-Month Term SOFR+586 basis points), 1/20/20311,2,3 
    248,580  
        BlueMountain Fuji U.S. CLO Ltd.        
  1,000,000     Series 2017-1A, Class D, 9.094% (3-Month Term SOFR+381 basis points), 7/20/20291,2,3,4      1,002,117  
  1,900,000     Series 2017-2A, Class C, 8.544% (3-Month Term SOFR+326 basis points), 10/20/20301,2,3      1,872,698  
  1,050,000     Bristol Park CLO Ltd.
Series 2016-1A, Class ER, 12.563% (3-Month Term SOFR+726 basis points), 4/15/20291,2,3 
    1,050,160  
  1,000,000     Bryant Park Funding Ltd.
Series 2024-23A, Class E, 12.057% (3-Month Term SOFR+673 basis points), 5/15/20371,2,3 
    998,964  
        Carlyle Global Market Strategies CLO Ltd.        
  2,000,000     Series 2014-4RA, Class C, 8.463% (3-Month Term SOFR+316 basis points), 7/15/20301,2,3      1,996,810  
  750,000     Series 2014-4RA, Class D, 11.213% (3-Month Term SOFR+591 basis points), 7/15/20301,2,3,4      729,556  
  1,500,000     Series 2014-2RA, Class C, 8.180% (3-Month Term SOFR+306 basis points), 5/15/20311,2,3,4      1,510,083  
  1,000,000     Series 2014-3RA, Class C, 8.475% (3-Month Term SOFR+321 basis points), 7/27/20311,2,3      998,736  
  2,000,000     Series 2012-4A, Class DR3, 8.352% (3-Month Term SOFR+350 basis points), 4/22/20321,2,3      2,000,000  
  1,000,000     Series 2015-4A, Class CR, 9.244% (3-Month Term SOFR+396 basis points), 7/20/20321,2,3,4      1,002,577  
        Carlyle U.S. CLO Ltd.        
  1,700,000     Series 2017-4A, Class C, 8.363% (3-Month Term SOFR+306 basis points), 1/15/20301,2,3      1,705,312  
  1,000,000     Series 2017-5A, Class D, 10.844% (3-Month Term SOFR+556 basis points), 1/20/20301,2,3,4      982,935  

8

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS (Continued)        
  1,000,000     Series 2019-1A, Class D, 12.244% (3-Month Term SOFR+696 basis points), 4/20/20311,2,3    $ 995,149  
  1,000,000     Series 2023-5A, Class D, 10.364% (3-Month Term SOFR+510 basis points), 1/27/20361,2,3,4      1,039,100  
  500,000     Catamaran CLO Ltd.
Series 2018-1A, Class D, 9.196% (3-Month Term SOFR+391 basis points), 10/25/20311,2,3 
    499,914  
        CBAM Ltd.        
  1,000,000     Series 2017-1A, Class E, 12.044% (3-Month Term SOFR+676 basis points), 7/20/20301,2,3,4      1,001,979  
  2,000,000     Series 2017-4A, Class D, 8.163% (3-Month Term SOFR+286 basis points), 1/15/20311,2,3      2,002,662  
        Cedar Funding CLO Ltd.        
  1,000,000     Series 2018-7A, Class DR, 7.846% (3-Month Term SOFR+275 basis points), 1/20/20311,2,3      1,000,043  
  1,000,000     Series 2018-7A, Class E, 10.094% (3-Month Term SOFR+481 basis points), 1/20/20311,2,3      995,356  
  1,000,000     Series 2016-5A, Class DR, 8.547% (3-Month Term SOFR+326 basis points), 7/17/20311,2,3      1,002,463  
        CIFC Funding Ltd.        
  500,000     Series 2013-1A, Class DR, 12.198% (3-Month Term SOFR+691 basis points), 7/16/20301,2,3      500,072  
  1,500,000     Series 2017-4A, Class D, 11.645% (3-Month Term SOFR+636 basis points), 10/24/20301,2,3,4      1,503,757  
  1,000,000     Series 2015-1A, Class ERR, 11.544% (3-Month Term SOFR+626 basis points), 1/22/20311,2,3      985,721  
  750,000     Series 2013-3RA, Class C, 8.445% (3-Month Term SOFR+316 basis points), 4/24/20311,2,3      752,683  
  1,500,000     Series 2013-3RA, Class D, 11.445% (3-Month Term SOFR+616 basis points), 4/24/20311,2,3      1,478,601  
  1,000,000     Series 2014-3A, Class DR2, 8.944% (3-Month Term SOFR+366 basis points), 10/22/20311,2,3      999,269  
  1,000,000     Series 2018-2A, Class D1R, 7.700% (3-Month Term SOFR+305 basis points), 10/20/20371,2,3      1,000,000  
        Crestline Denali CLO Ltd.        
  750,000     Series 2018-1A, Class D, 8.813% (3-Month Term SOFR+351 basis points), 10/15/20311,2,3      746,703  
  1,000,000     Series 2016-1A, Class DR, 8.895% (3-Month Term SOFR+361 basis points), 10/23/20311,2,3      1,000,051  
  1,000,000     Dewolf Park CLO Ltd
Series 2017-1A, Class E, 11.763% (3-Month Term SOFR+646 basis points), 10/15/20301,2,3,4 
    1,004,088  

9

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS (Continued)        
  1,000,000     Dewolf Park CLO Ltd.
Series 2017-1A, Class DR, 8.413% (3-Month Term SOFR+311 basis points), 10/15/20301,2,3 
  $ 1,004,227  
  2,000,000     Dryden CLO Ltd.
Series 2020-86A, Class A1R, 6.647% (3-Month Term SOFR+136 basis points), 7/17/20341,2,3 
    2,002,620  
        Dryden Senior Loan Fund        
  1,961,089     Series 2014-36A, Class AR3, 6.583% (3-Month Term SOFR+128 basis points), 4/15/20291,2,3      1,962,339  
  1,000,000     Series 2014-36A, Class ER2, 12.443% (3-Month Term SOFR+714 basis points), 4/15/20291,2,3,4      995,290  
  500,000     Series 2017-54A, Class D, 8.641% (3-Month Term SOFR+336 basis points), 10/19/20291,2,3      498,302  
  950,000     Series 2016-45A, Class DRR, 7.654% (3-Month Term SOFR+305 basis points), 10/15/20301,2,3      950,000  
  1,000,000     Series 2015-41A, Class DR, 8.163% (3-Month Term SOFR+286 basis points), 4/15/20311,2,3      1,001,452  
  500,000     Series 2015-40A, Class DR, 8.480% (3-Month Term SOFR+336 basis points), 8/15/20311,2,3      499,853  
  750,000     Series 2022-106A, Class D, 11.001% (3-Month Term SOFR+570 basis points), 10/15/20351,2,3,4      754,284  
        Eaton Vance CLO Ltd.        
  1,000,000     Series 2015-1A, Class DR, 8.044% (3-Month Term SOFR+276 basis points), 1/20/20301,2,3      1,001,367  
  500,000     Series 2013-1A, Class D3R, 12.363% (3-Month Term SOFR+706 basis points), 1/15/20341,2,3      500,746  
  2,000,000     Elmwood CLO Ltd.
Series 2020-1A, Class AR, 6.783% (3-Month Term SOFR+146 basis points), 4/18/20371,2,3 
    2,011,394  
  1,000,000     Empower CLO Ltd.
Series 2023-2A, Class D, 10.701% (3-Month Term SOFR+540 basis points), 7/15/20361,2,3 
    1,030,046  
        Flatiron CLO Ltd.        
  1,000,000     Series 2020-1A, Class ER, 11.578% (3-Month Term SOFR+645 basis points), 5/20/20361,2,3      1,003,537  
  750,000     Series 2023-2A, Class E, 13.131% (3-Month Term SOFR+783 basis points), 1/15/20371,2,3      775,987  
        Galaxy CLO Ltd.        
  800,000     Series 2015-21A, Class ER, 10.794% (3-Month Term SOFR+551 basis points), 4/20/20311,2,3,4      803,034  
  500,000     Series 2018-27A, Class E, 11.137% (3-Month Term SOFR+604 basis points), 5/16/20311,2,3      495,742  
  750,000     Series 2018-28A, Class D, 8.563% (3-Month Term SOFR+326 basis points), 7/15/20311,2,3,4      751,462  

10

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS (Continued)        
  1,000,000     Series 2018-26A, Class E, 11.233% (3-Month Term SOFR+611 basis points), 11/22/20311,2,3,4    $ 1,003,600  
  1,500,000     Series 2017-24A, Class AR, 6.841% (3-Month Term SOFR+154 basis points), 4/15/20371,2,3      1,506,269  
        Generate CLO Ltd.        
  1,000,000     Series 6A, Class ER, 12.344% (3-Month Term SOFR+706 basis points), 1/22/20351,2,3      1,000,000  
  1,000,000     Series 2023-12A, Class E, 13.682% (3-Month Term SOFR+840 basis points), 7/20/20361,2,3,4      1,035,436  
  1,000,000     Series 3A, Class D2R, 10.182% (3-Month Term SOFR+490 basis points), 10/20/20361,2,3      1,029,323  
  1,500,000     Goldentree Loan Management U.S. CLO Ltd.
Series 2019-5A, Class DRR, 8.069% (3-Month Term SOFR+280 basis points), 10/20/20321,2,3 
    1,500,013  
  1,000,000     Hartwick Park CLO Ltd.
Series 2023-1A, Class D, 9.782% (3-Month Term SOFR+450 basis points), 1/21/20361,2,3 
    1,012,009  
        HPS Loan Management Ltd.        
  1,500,000     Series 8A-2016, Class DR, 8.444% (3-Month Term SOFR+316 basis points), 7/20/20301,2,3      1,504,841  
  1,000,000     Series 8A-2016, Class ER, 11.044% (3-Month Term SOFR+576 basis points), 7/20/20301,2,3      996,250  
  2,000,000     Series 13A-18, Class CR, 7.451% (3-Month Term SOFR+215 basis points), 10/15/20301,2,3,4      2,005,148  
  1,000,000     Series 13A-18, Class DR, 8.251% (3-Month Term SOFR+295 basis points), 10/15/20301,2,3      997,624  
  500,000     Series 2023-17A, Class E, 13.233% (3-Month Term SOFR+795 basis points), 4/23/20361,2,3      514,413  
  1,000,000     KKR CLO Ltd.
Series 44A, Class D, 10.282% (3-Month Term SOFR+500 basis points), 1/20/20361,2,3 
    1,030,561  
  750,270     LCM Ltd.
Series 25A, Class AR, 6.382% (3-Month Term SOFR+110 basis points), 7/20/20301,2,3,4 
    750,492  
  1,500,000     Long Point Park CLO Ltd.
Series 2017-1A, Class C, 7.947% (3-Month Term SOFR+266 basis points), 1/17/20301,2,3,4 
    1,502,505  
  500,000     Madison Park Funding Ltd.
Series 2016-20A, Class ER, 10.825% (3-Month Term SOFR+556 basis points), 7/27/20301,2,3 
    500,043  
        Magnetite CLO Ltd.        
  1,000,000     Series 2018-20A, Class E, 10.894% (3-Month Term SOFR+561 basis points), 4/20/20311,2,3      1,003,521  

11

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS (Continued)        
  500,000     Series 2015-15A, Class ER, 10.746% (3-Month Term SOFR+546 basis points), 7/25/20311,2,3,4    $ 501,740  
  1,100,000     Series 2020-25A, Class E, 11.896% (3-Month Term SOFR+661 basis points), 1/25/20321,2,3      1,109,242  
  1,250,000     Series 2022-35A, Class ER, 12.535% (3-Month Term SOFR+725 basis points), 10/25/20361,2,3      1,277,816  
  1,000,000     Marathon CLO Ltd.
Series 2018-12A, Class C, 9.141% (3-Month Term SOFR+386 basis points), 4/18/20311,2,3 
    993,261  
  1,000,000     Marble Point CLO Ltd.
Series 2018-1A, Class D, 8.548% (3-Month Term SOFR+326 basis points), 7/16/20311,2,3 
    998,516  
  1,000,000     Mountain View CLO Ltd.
Series 2019-2A, Class DR, 9.901% (3-Month Term SOFR+460 basis points), 7/15/20371,2,3 
    999,874  
  800,000     Myers Park CLO Ltd.
Series 2018-1A, Class D, 8.594% (3-Month Term SOFR+331 basis points), 10/20/20301,2,3,4 
    803,064  
        Neuberger Berman Loan Advisers CLO Ltd.        
  1,000,000     Series 2018-27A, Class D2R, 9.801% (3-Month Term SOFR+450 basis points), 7/15/20381,2,3      999,885  
  1,000,000     Series 2018-28A, Class D1R, 8.178% (3-Month Term SOFR+320 basis points), 10/20/20381,2,3      1,000,000  
  1,000,000     New Mountain CLO Ltd.
Series CLO-1X, Class ER, 12.243% (3-Month Term SOFR+694 basis points), 10/15/20342,3 
    1,005,742  
  1,000,000     Newark BSL CLO Ltd.
Series 2017-1A, Class D, 11.846% (3-Month Term SOFR+656 basis points), 7/25/20301,2,3 
    980,114  
        OCP CLO Ltd.        
  1,500,000     Series 2014-6A, Class CR, 8.747% (3-Month Term SOFR+346 basis points), 10/17/20301,2,3      1,503,824  
  500,000     Series 2014-6A, Class DR, 12.067% (3-Month Term SOFR+678 basis points), 10/17/20301,2,3      495,450  
  750,000     Series 2014-5A, Class CR, 8.441% (3-Month Term SOFR+316 basis points), 4/26/20311,2,3,4      749,025  
  1,000,000     Series 2019-16A, Class DR, 8.716% (3-Month Term SOFR+341 basis points), 4/10/20331,2,3      1,005,750  
  1,000,000     Series 2023-30A, Class D, 9.783% (3-Month Term SOFR+450 basis points), 1/24/20371,2,3      1,021,017  
  1,000,000     Series 2023-30A, Class E, 12.373% (3-Month Term SOFR+709 basis points), 1/24/20371,2,3      1,019,574  
  1,000,000     Series 2020-20A, Class D1R, 8.879% (3-Month Term SOFR+360 basis points), 4/18/20371,2,3      1,013,927  

12

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS (Continued)        
  750,000     Octagon 60 Ltd.
Series 2022-1A, Class D1, 10.282% (3-Month Term SOFR+500 basis points), 10/20/20351,2,3,4 
  $ 755,123  
        Octagon Investment Partners Ltd.        
  1,000,000     Series 2018-2A, Class C, 8.396% (3-Month Term SOFR+311 basis points), 7/25/20301,2,3,4      989,284  
  2,000,000     Series 2018-18A, Class C, 8.248% (3-Month Term SOFR+296 basis points), 4/16/20311,2,3,4      1,984,643  
        OHA Credit Funding Ltd.        
  1,500,000     Series 2020-5A, Class D, 8.541% (3-Month Term SOFR+326 basis points), 4/18/20331,2,3      1,504,849  
  1,000,000     Series 2021-9A, Class E, 11.791% (3-Month Term SOFR+651 basis points), 7/19/20351,2,3      1,000,000  
        OZLM Ltd.        
  1,000,000     Series 2018-22A, Class C, 8.197% (3-Month Term SOFR+291 basis points), 1/17/20311,2,3      1,002,710  
  1,000,000     Series 2017-21A, Class C, 8.214% (3-Month Term SOFR+293 basis points), 1/20/20311,2,3      1,002,817  
  1,120,000     Series 2018-20A, Class C, 8.494% (3-Month Term SOFR+321 basis points), 4/20/20311,2,3      1,122,040  
  1,000,000     Series 2018-20A, Class D, 11.344% (3-Month Term SOFR+606 basis points), 4/20/20311,2,3,4      935,013  
  590,000     Series 2019-23A, Class DR, 9.313% (3-Month Term SOFR+401 basis points), 4/15/20341,2,3      590,000  
  2,000,000     Palmer Square CLO Ltd.
Series 2023-4A, Class D, 9.532% (3-Month Term SOFR+425 basis points), 10/20/20331,2,3,4,5 
    2,000,000  
  500,000     Palmer Square Loan Funding Ltd.
Series 2020-1A, Class SUB, 0.000%, 2/19/20281,2,5,6,7,8 
     
  1,000,000     Post CLO Ltd.
Series 2024-1A, Class E, 12.072% (3-Month Term SOFR+680 basis points), 4/20/20371,2,3 
    1,020,117  
        Regatta Funding Ltd.        
  1,000,000     Series 2018-2A, Class CR, 8.001% (3-Month Term SOFR+270 basis points), 7/15/20311,2,3      1,003,633  
  1,800,000     Series 2018-3A, Class DR, 8.085% (3-Month Term SOFR+280 basis points), 10/25/20311,2,3      1,800,000  
  1,000,000     Series 2018-4A, Class C, 8.846% (3-Month Term SOFR+356 basis points), 10/25/20311,2,3      1,005,696  
  1,400,000     Series 2018-3A, Class E, 11.496% (3-Month Term SOFR+621 basis points), 10/25/20311,2,3      1,387,972  
  1,250,000     Series 2018-4A, Class D, 12.046% (3-Month Term SOFR+676 basis points), 10/25/20311,2,3      1,248,745  

13

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS (Continued)        
  1,000,000     Series 2019-2A, Class ER, 12.211% (3-Month Term SOFR+710 basis points), 1/15/20331,2,3    $ 1,000,000  
  2,000,000     Series 2016-1A, Class A1R2, 6.225% (3-Month Term SOFR+141 basis points), 6/20/20341,2,3      2,002,797  
  1,000,000     Series 2016-1A, Class ER2, 11.475% (3-Month Term SOFR+666 basis points), 6/20/20341,2,3      1,000,691  
  1,000,000     Series 2023-2A, Class D, 10.535% (3-Month Term SOFR+525 basis points), 1/25/20371,2,3      1,024,733  
  1,500,000     Series 2017-1A, Class D1R, 9.025% (3-Month Term SOFR+370 basis points), 4/17/20371,2,3      1,497,979  
  500,000     Series 2017-1A, Class D2R, 10.325% (3-Month Term SOFR+500 basis points), 4/17/20371,2,3      503,025  
  525,000     Shackleton CLO Ltd.
Series 2015-7RA, Class D, 8.893% (3-Month Term SOFR+359 basis points), 7/15/20311,2,3,4 
    526,143  
  1,000,000     Signal Peak CLO Ltd.
Series 2018-5A, Class D1R, 9.485% (3-Month Term SOFR+420 basis points), 4/25/20371,2,3 
    1,024,359  
        Sound Point CLO Ltd.        
  1,500,000     Series 2017-3A, Class C, 8.544% (3-Month Term SOFR+326 basis points), 10/20/20301,2,3,4      1,502,692  
  1,000,000     Series 2017-4A, Class C, 8.044% (3-Month Term SOFR+276 basis points), 1/21/20311,2,3,4      978,092  
  1,350,000     Series 2018-2A, Class D, 8.541% (3-Month Term SOFR+326 basis points), 7/26/20311,2,3      1,310,379  
  1,000,000     Southwick Park CLO LLC
Series 2019-4A, Class DR, 8.494% (3-Month Term SOFR+321 basis points), 7/20/20321,2,3,4 
    1,002,899  
        Symphony CLO Ltd.        
  1,225,000     Series 2023-38A, Class D, 10.483% (3-Month Term SOFR+520 basis points), 4/24/20361,2,3      1,238,426  
  500,000     Series 2022-34A, Class DR, 10.533% (3-Month Term SOFR+525 basis points), 7/24/20361,2,3      511,564  
  1,000,000     Trinitas CLO Ltd.
Series 2023-25A, Class D1, 10.283% (3-Month Term SOFR+500 basis points), 1/23/20371,2,3 
    1,017,159  
        Upland CLO Ltd.        
  1,335,578     Series 2016-1A, Class A1AR, 6.564% (3-Month Term SOFR+128 basis points), 4/20/20311,2,3,4      1,336,673  
  750,000     Series 2016-1A, Class CR, 8.444% (3-Month Term SOFR+316 basis points), 4/20/20311,2,3      752,643  
  1,000,000     Verdelite Static CLO Ltd.
Series 2024-1A, Class D, 8.144% (3-Month Term SOFR+285 basis points), 7/20/20321,2,3 
    998,110  

14

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Principal
Amount
        Value  
        COLLATERALIZED LOAN OBLIGATIONS (Continued)        
        Voya CLO Ltd.        
  750,000     Series 2017-1A, Class C, 8.877% (3-Month Term SOFR+359 basis points), 4/17/20301,2,3    $ 753,321  
  716,000     Series 2013-1A, Class CR, 8.513% (3-Month Term SOFR+321 basis points), 10/15/20301,2,3      717,292  
  1,325,000     Series 2016-1A, Class CR, 8.194% (3-Month Term SOFR+291 basis points), 1/20/20311,2,3      1,327,217  
  1,500,000     Series 2014-1A, Class CR2, 8.341% (3-Month Term SOFR+306 basis points), 4/18/20311,2,3,4      1,503,211  
  1,500,000     Series 2018-1A, Class C, 8.141% (3-Month Term SOFR+286 basis points), 4/19/20311,2,3      1,500,805  
  1,250,000     Series 2018-2A, Class D, 8.313% (3-Month Term SOFR+301 basis points), 7/15/20311,2,3,4      1,252,442  
  1,250,000     Series 2018-3A, Class D, 8.563% (3-Month Term SOFR+326 basis points), 10/15/20311,2,3      1,255,453  
  1,000,000     Series 2013-3A, Class CRR, 8.790% (3-Month Term SOFR+351 basis points), 10/18/20311,2,3      999,803  
  1,000,000     Series 2015-3A, Class CR, 8.694% (3-Month Term SOFR+341 basis points), 10/20/20311,2,3      997,890  
  1,500,000     Series 2020-3A, Class ER, 11.944% (3-Month Term SOFR+666 basis points), 10/20/20341,2,3      1,504,881  
  1,000,000     Series 2021-2A, Class E, 12.144% (3-Month Term SOFR+686 basis points), 10/20/20341,2,3      1,006,793  
  1,000,000     Series 2022-4A, Class ER, 11.982% (3-Month Term SOFR+670 basis points), 4/20/20371,2,3,4      1,012,458  
  1,000,000     Series 2019-1A, Class A1RR, 5.819% (3-Month Term SOFR+137 basis points), 10/15/20371,2,3      1,000,000  
  1,000,000     Series 2019-1A, Class D1RR, 7.499% (3-Month Term SOFR+305 basis points), 10/15/20371,2,3      1,000,000  
        TOTAL COLLATERALIZED LOAN OBLIGATIONS        
        (Cost $166,624,771)     169,582,491  
        COLLATERALIZED MORTGAGE OBLIGATIONS — 0.0%        
  3,879,733     Alternative Loan Trust
Series 2006-HY10, Class 1X, 0.476%, 5/25/20362,8 
    74,091  
        TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS        
        (Cost $118,666)     74,091  

15

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Number
of Shares
        Value  
      COMMON STOCKS — 23.4%      
      AEROSPACE/DEFENSE-EQUIPMENT — 0.3%      
  65,132     Heroux-Devtek, Inc.*   $ 1,545,831  
        APPLICATIONS SOFTWARE — 1.3%        
  128,210     Smartsheet, Inc. - Class A*     7,097,706  
        COMMERCIAL SERVICES-FINANCE — 0.7%        
  118,049     Nuvei Corp.4,6      3,936,934  
        COMPUTER SERVICES — 0.0%        
  34,973     Thoughtworks Holding, Inc.*     154,581  
        COMPUTER SOFTWARE — 1.6%        
  50,985     Envestnet, Inc.*     3,192,681  
  149,785     HashiCorp, Inc. - Class A*,6      5,071,720  
              8,264,401  
        CONSULTING SERVICES — 0.7%        
  265,378     R1 RCM, Inc.*     3,760,406  
        EDUCATIONAL SOFTWARE — 0.1%        
  14,118     Instructure Holdings, Inc.*     332,479  
        ELECTRIC-GENERATION — 0.2%        
  39,166     Atlantica Sustainable Infrastructure4,6      860,869  
        ELECTRIC-INTEGRATED — 1.9%        
  289,247     Avangrid, Inc.6      10,352,150  
        ENGINEERING/R & D SERVICE — 0.1%        
  70,957     Iteris, Inc.*     506,633  
        E-SERVICES/CONSULTING — 0.6%        
  40,588     Perficient, Inc.*,6      3,063,582  
        FOOD-MISC/DIVERSIFIED — 1.0%        
  63,229     Kellanova     5,103,213  
        HAZARDOUS WASTE DISPOSAL — 1.4%        
  119,467     Stericycle, Inc.*     7,287,487  
        INTERNET APPLICATION SOFTWARE — 1.4%        
  158,115     Squarespace, Inc. - Class A*,6      7,341,279  
        MEDICAL-WHOLESALE DRUG DISTRIBUTOR — 0.6%        
  99,291     PetIQ, Inc. - Class A*     3,055,184  
        OIL COMP-EXPLORATION & PRODUCTION — 1.6%        
  1     Chord Energy Corp.     130  
  315,577     Marathon Oil Corp.6      8,403,816  

16

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Number
of Shares

       

Value

 
      COMMON STOCKS (Continued)      
      OIL COMP-EXPLORATION & PRODUCTION (Continued)      
  53,663     Southwestern Energy Co.*   $ 381,544  
              8,785,490  
        RETAIL-BEDDING — 0.0%        
  6,300     Sleep Country Canada Holdings, Inc.1,4     162,985  
                 
        RETAIL-RESTAURANTS — 0.4%        
  55,350     Chuy's Holdings, Inc.*     2,070,090  
                 
        SPECIFIED PURPOSE ACQUISITIONS — 9.0%        
  262,616     AA Mission Acquisition Corp. - Class A*,4     2,631,412  
  273,953     Agriculture & Natural Solutions Acquisition Corp. - Class A*,4     2,835,414  
  30,393     AI Transportation Acquisition Corp.*,4     318,519  
  26,484     Aimei Health Technology Co., Ltd.*,4     277,685  
  56,352     Alchemy Investments Acquisition Corp. I - Class A*,4     613,392  
  23,770     Alphatime Acquisition Corp.*,4,6     266,224  
  19,505     AlphaVest Acquisition Corp.*,4,6     217,286  
  11,166     APx Acquisition Corp. I - Class A*,4,6     131,982  
  243,042     Ares Acquisition Corp. II - Class A*,4,6     2,632,145  
  25,547     Battery Future Acquisition Corp. - Class A*,4,6     282,805  
  7,807     Bayview Acquisition Corp.     80,568  
  11,205     Bayview Acquisition Corp. - Class A*,4,6     117,204  
  49,000     Black Hawk Acquisition Corp. - Class A*,4,6     501,270  
  11,539     Blue Ocean Acquisition Corp. - Class A*,4,6     133,275  
  33,514     Bowen Acquisition Corp.*,4,6     360,276  
  33,486     BurTech Acquisition Corp. - Class A*,6     377,722  
  68,311     Cantor Equity Partners, Inc. - Class A*,4     684,476  
  81,616     Cartesian Growth Corp. II*,4,6     935,319  
  8,534     Cartica Acquisition Corp. - Class A*,4,6     97,544  
  223,839     Centurion Acquisition Corp.*,4     2,240,628  
  514     CF Acquisition Corp. VII - Class A*     5,705  
  4,556     Chenghe Acquisition I Co. - Class A*,4     52,804  
  63,044     Chenghe Acquisition II Co.*,4     631,701  
  10,806     Churchill Capital Corp. IX - Class A*,4     108,276  
  5,626     Coliseum Acquisition Corp. - Class A*,4     62,449  
  15,528     Colombier Acquisition Corp. II - Class A*,4     159,317  
  30,000     Constellation Acquisition Corp. I - Class A*,4,6     344,700  
  8,059     CSLM Acquisition Corp. - Class A*,4     90,341  
  37,746     DT Cloud Acquisition Corp.*,4,6     389,161  
  20,000     Embrace Change Acquisition Corp.*,4     230,000  
  16,901     Enphys Acquisition Corp.*,4     186,756  
  23,829     ESH Acquisition Corp. - Class A*     252,587  
  39,536     Eureka Acquisition Corp.*,4     397,732  
  30,955     Evergreen Corp. - Class A*,4     361,554  

17

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Number
of Shares
        Value  
        COMMON STOCKS (Continued)        
        SPECIFIED PURPOSE ACQUISITIONS (Continued)        
  23,152     Finnovate Acquisition Corp. - Class A*,4   $ 267,869  
  52,815     Flag Ship Acquisition Corp.*,4     529,206  
  22,050     Generation Asia I Acquisition Ltd. - Class A*,4     246,960  
  47,161     GigCapital7 Corp. - Class A*,4     468,780  
  13,712     Global Lights Acquisition Corp.*,4     143,428  
  221,058     GP Act III Acquisition Corp. - Class A*,4     2,223,843  
  13,765     GP Act III Sponsor - Class A 4,7      
  17,206     GP Act III Sponsor - Class B4,7      
  185,067     Graf Global Corp. - Class A*,4     1,852,484  
  107,372     Haymaker Acquisition Corp. IV*,4     1,144,586  
  27,380     Horizon Space Acquisition I Corp.*,4,6     306,656  
  51,985     Inflection Point Acquisition Corp. II - Class A*,4,6     558,319  
  7,473     Integrated Wellness Acquisition Corp. - Class A*,4     88,107  
  11     Investcorp Europe Acquisition Corp. I - Class A*,4     130  
  19,750     Israel Acquisitions Corp.*,4,6     220,608  
  8,484     IX Acquisition Corp. - Class A*,4,6     98,330  
  34,190     JVSPAC Acquisition Corp. - Class A*,4,6     353,525  
  30,250     Keen Vision Acquisition Corp.*,4,6     325,490  
  191,384     Launch One Acquisition Corp.*,4     1,908,098  
  19,188     Learn CW Investment Corp.6     210,876  
  192,642     Legato Merger Corp. III*,4,6     1,963,985  
  182,399     Lionheart Holdings - Class A*,4     1,823,990  
  175,593     M3-Brigade Acquisition V Corp. - Class A*,4     1,757,686  
  131,151     Melar Acquisition Corp. I - Class A*,4     1,310,854  
  71,590     Mercer Park Opportunities Corp. - Class A*,4     687,980  
  1,675     Metal Sky Star Acquisition Corp.*,4     19,045  
  71,173     Mountain & Co. I Acquisition Corp. - Class A*,4,6     836,283  
  129,643     Nabors Energy Transition Corp. II - Class A*,4,6     1,380,698  
  18,817     Oak Woods Acquisition Corp. - Class A*,4,6     209,057  
  17,691     Patria Latin American Opportunity Acquisition Corp. - Class A*,4,6     205,393  
  16,766     Perception Capital Corp. IV*,4     186,103  
  55,443     Pyrophyte Acquisition Corp. - Class A*,4,6     638,149  
  5,236     Quetta Acquisition Corp.*     54,507  
  83,783     RF Acquisition Corp. II*,4     847,884  
  163,953     SIM Acquisition Corp. I - Class A*,4     1,637,890  
  46,357     SK Growth Opportunities Corp. - Class A*,4     524,761  
  52,059     Slam Corp. - Class A*,4     579,937  
  52,499     Spark I Acquisition Corp.*,4     551,239  
  74,779     Spring Valley Acquisition Corp. II - Class A*,4     839,768  
  11,624     Swiftmerge Acquisition Corp. - Class A*,4,6     128,329  
  6,777     TLGY Acquisition Corp. - Class A*,4     78,207  

18

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Number
of Shares
        Value  
        COMMON STOCKS (Continued)        
        SPECIFIED PURPOSE ACQUISITIONS (Continued)        
  10,884     TMT Acquisition Corp.*,4   $ 122,391  
  101,766     Voyager Acquisition Corp. - Class A*,4     1,014,607  
  40,316     Zalatoris II Acquisition Corp.4     449,523  
              47,803,790  
        STEEL-PRODUCERS — 0.5%        
  53,341     Stelco Holdings, Inc.4     2,630,963  
                 
        TOTAL COMMON STOCKS        
        (Cost $123,353,387)     124,116,053  

 

Number
of Contracts

           
      PURCHASED OPTIONS CONTRACTS — 31.0%      
      CALL OPTIONS — 23.7%      
      S&P 500 Index      
  1,506     Exercise Price: $5,000.00, Notional Amount: $753,000,000, Expiration Date: December 31, 2024*   126,000,996  
        TOTAL CALL OPTIONS        
        (Cost $126,002,951)     126,000,996  
                 
        PUT OPTIONS — 7.3%        
        S&P 500 Index        
  181     Exercise Price: $5,475.00, Notional Amount: $99,097,500, Expiration Date: October 31, 2024*     418,472  
  1,506     Exercise Price: $6,000.00, Notional Amount: $903,600,000, Expiration Date: December 31, 2024*     38,134,932  
        TOTAL PUT OPTIONS        
        (Cost $38,555,594)     38,553,404  
        TOTAL PURCHASED OPTIONS CONTRACTS        
        (Cost $164,558,545)     164,554,400  

 

Number
of Shares

           
      RIGHTS — 0.0%      
  1,014     ABIOMED, Inc., Expiration Date: December 30, 2029*,6,7   1,034  
  42,939     Flag Ship Acquisition Corp., Expiration Date: Pending*,4     4,723  
  71,590     Mercer Park Opportunities Corp., Expiration Date: Pending*,4     358  
        TOTAL RIGHTS        
        (Cost $1,034)     6,115  

 

Number
of Units

           
      UNITS — 0.7%      
        SPECIFIED PURPOSE ACQUISITIONS — 0.7%        
  21,543     Andretti Acquisition Corp. II*,4     215,430  

19

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Number
of Units

       

Value

 
        UNITS (Continued)        
        SPECIFIED PURPOSE ACQUISITIONS (Continued)        
  69,627     Black Spade Acquisition II Co.*,4   $ 693,485  
  7,821     Cayson Acquisition Corp.*,4     78,367  
  16,280     Centurion Acquisition Corp. - Class A4,7      
  20,349     Centurion Acquisition Corp. - Class B4,7      
  186,883     HCM II Acquisition Corp.*,4     1,866,961  
  113,060     Vine Hill Capital Investment Corp.*,4     1,130,600  
              3,984,843  
        TOTAL UNITS        
        (Cost $4,004,371)     3,984,843  

 

Number
of Shares
           
      WARRANTS — 0.0%      
  131,308     AA Mission Acquisition Corp., Expiration Date: July 31, 2030*,4     7,879  
  5,176     Colombier Acquisition Corp. II, Expiration Date: December 31, 2028*,4     1,656  
  6     Haymaker Acquisition Corp. IV, Expiration Date: September 12, 2028*,4     1  
  71,590     Mercer Park Opportunities Corp., Expiration Date: August 28, 2029*,4     1,074  
  10,870     Nabors Energy Transition Corp. II, Expiration Date: September 5, 2028*,4     978  
  29,665     Voyager Acquisition Corp., Expiration Date: May 15, 2031*,4     2,447  
        TOTAL WARRANTS        
        (Cost $0)     14,035  
                 
        SHORT-TERM INVESTMENTS — 14.9%        
  78,837,818     Morgan Stanley Institutional Liquidity Fund - Government Portfolio - Institutional Class, 4.76%6,9     78,837,818  
        TOTAL SHORT-TERM INVESTMENTS        
        (Cost $78,837,818)     78,837,818  
        TOTAL INVESTMENTS — 102.0%        
        (Cost $537,498,592)     541,169,846  
        Liabilities in Excess of Other Assets — (2.0)%     (10,624,801 )
        TOTAL NET ASSETS — 100.0%   $ 530,545,045  
        SECURITIES SOLD SHORT — (1.7)%        
        COMMON STOCKS — (1.7)%        
        OIL COMP-EXPLORATION & PRODUCTION — (1.7)%        
  (4,653 )   Chesapeake Energy Corp.     (382,709 )

20

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

Number
of Shares

       

Value

 
      WARRANTS (Continued)      
      OIL COMP-EXPLORATION & PRODUCTION (Continued)      
  (80,464 )   ConocoPhillips   $ (8,471,250 )
              (8,853,959 )
        STEEL-PRODUCERS — (0.0)%        
  (24,216 )   Cleveland-Cliffs, Inc.*     (309,238 )
        TOTAL COMMON STOCKS        
        (Proceeds $9,667,641)     (9,163,197 )
        TOTAL SECURITIES SOLD SHORT        
        (Proceeds $9,667,641)   $ (9,163,197 )

 

Number
of Contracts

           
        WRITTEN OPTIONS CONTRACTS — (3.8)%        
        CALL OPTIONS — (2.0)%        
        S&P 500 Index        
  (1,506 )   Exercise Price: $6,000.00, Notional Amount: $(903,600,000), Expiration Date: December 31, 2024*     (10,614,288 )
        Smartsheet, Inc.        
  (11 )   Exercise Price: $55.00, Notional Amount: $(60,500), Expiration Date: October 18, 2024*     (605 )
        TOTAL CALL OPTIONS        
        (Proceeds $10,613,037)     (10,614,893 )
                 
        PUT OPTIONS — (1.8)%        
        S&P 500 Index        
  (181 )   Exercise Price: $6,050.00, Notional Amount: $(109,505,000), Expiration Date: October 31, 2024*     (4,988,722 )
  (1,506 )   Exercise Price: $5,000.00, Notional Amount: $(753,000,000), Expiration Date: December 31, 2024*     (4,774,020 )
        TOTAL PUT OPTIONS        
        (Proceeds $9,760,552)     (9,762,742 )
        TOTAL WRITTEN OPTIONS CONTRACTS        
        (Proceeds $20,373,589)   $ (20,377,635 )

 

LLC — Limited Liability Company

 

* Non-income producing security.
1 Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted and may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $168,739,734, which represents 31.81% of the total net assets of the Fund.
2 Callable.
3 Floating rate security, upon which the interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.
4 Foreign security denominated in U.S. Dollars.
5 Affiliated company.
6 All or a portion of this security is segregated as collateral for securities sold short or written options contracts. The market value of the securities pledged as collateral is $22,059,431, which represents 4.16% of the total net assets of the Fund.
7 The value of these securities was determined using significant unobservable inputs. These are reported as Level 3 securities in the Fair Value Hierarchy.

21

 

First Trust Multi-Strategy Fund 

SCHEDULE OF INVESTMENTS - Continued 

As of September 30, 2024

 

 

8 Variable rate security, upon which the interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.
9 The rate is the annualized seven-day yield at period end.

 

See accompanying Notes to Financial Statements.

22

 

STATEMENTS OF ASSETS AND LIABILITIES

As of September 30, 2024

 

 

   

First Trust

Merger Arbitrage

Fund

   

First Trust

Multi-Strategy

Fund

 
Assets:            
Investments, at cost   $ 900,559,966     $ 370,825,791  
Investments in affiliated issuers, at cost     551,108,488       2,114,256  
Purchased options contracts, at cost     -       164,558,545  
Investments, at value   $ 908,052,310     $ 374,615,446  
Investments in affiliated issuers, at value     564,688,155       2,000,000  
Purchased options contracts, at value     -       164,554,400  
Cash deposited with brokers for securities sold short and written options contracts     141,210,821       24,516,325  
Receivables:                
Investment securities sold     36,671,082       163,939,602  
Fund shares sold     2,029,932       1,881,329  
Dividends and interest     2,116,390       3,715,338  
Reclaims receivable     19,511       -  
Prepaid expenses     49,009       60,169  
Total assets     1,654,837,210       735,282,609  
Liabilities:                
Securities sold short, proceeds   $ 88,797,604     $ 9,667,641  
Written options contracts, proceeds     5,693       20,373,589  
Foreign currency due to custodian, proceeds     40,156,005       3,809,473  
Securities sold short, at value   $ 84,114,443     $ 9,163,197  
Written options contracts, at value     4,895       20,377,635  
Foreign currency due to custodian, at value     40,488,938       3,834,830  
Payables:                
Investment securities purchased     7,128,401       168,410,997  
Fund shares redeemed     1,679,003       2,206,559  
Advisory fees     1,553,904       509,122  
Shareholder servicing fees (Note 8)     301,156       54,335  
Distribution fees (Note 7)     14,152       6,376  
Fund services fees     201,416       123,219  
Dividends on securities sold short and interest expense     183,219       1,528  
Trustees' deferred compensation (Note 3)     73,184       13,497  
Shareholder reporting fees     45,552       4,172  
Auditing fees     16,115       17,000  
Chief Compliance Officer fees     3,133       5,750  
Legal fees     1,777       5,808  
Trustees' fees and expenses     998       847  
Accrued other expenses     6,411       2,692  
Total liabilities     135,816,697       204,737,564  
Net Assets   $ 1,519,020,513     $ 530,545,045  

23

 

STATEMENTS OF ASSETS AND LIABILITIES - Continued

As of September 30, 2024

 

 

   

First Trust
Merger Arbitrage
Fund

   

First Trust
Multi-Strategy
Fund

 
Components of Net Assets:            
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)   $ 1,432,913,534     $ 521,729,770  
Total distributable earnings     86,106,979       8,815,275  
Net Assets   $ 1,519,020,513     $ 530,545,045  
Maximum Offering Price per Share:                
Class A Shares:                
Net assets applicable to shares outstanding   $ 56,089,302     $ 12,742,237  
Number of shares issued and outstanding     5,166,934       524,148  
Redemption price per share*   $ 10.86     $ 24.31  
Maximum sales charge (5.75%, 4.50%, respectively, of offering price)**     0.66       1.15  
Maximum offering price to public   $ 11.52     $ 25.46  
Class C Shares:***                
Net assets applicable to shares outstanding   $ 416,965     $ 4,609,804  
Number of shares issued and outstanding     37,874       185,361  
Redemption price per share****   $ 11.01     $ 24.87  
Class I Shares:                
Net assets applicable to shares outstanding   $ 1,462,514,246     $ 513,193,004  
Number of shares issued and outstanding     131,878,169       20,685,690  
Redemption price per share   $ 11.09     $ 24.81  

 

* A Contingent Deferred Sales Charge ("CDSC") of 1.00% and 0.50%, respectively, for the Merger Arbitrage Fund and Multi-Strategy Fund may be imposed on certain redemptions of shares within 12 months of the date of purchase to the extent a finder's fee was paid on the sale of such shares.
** There are no sales charges on investments of $1 million or more for Merger Arbitrage Fund and $250,000 or more for the Multi-Strategy Fund. On sales of $25,000 or more, the sales charge will be reduced for both Funds.
*** The Merger Arbitrage Fund commenced public offering on January 31, 2024.
**** A CDSC of 1.00% for the Merger Arbitrage and Multi-Strategy Fund may be imposed on any redemptions of shares within 12 months of the date of purchase.

 

See accompanying Notes to Financial Statements. 

24

 

STATEMENTS OF OPERATIONS
For the Year Ended September 30, 2024

 

 

   

First Trust

Merger Arbitrage

Fund

   

First Trust

Multi-Strategy

Fund

 
Investment income:            
Dividends (net of foreign withholdings taxes of $139,109 and $10,814, respectively)   $ 10,252,779     $ 546,388  
Dividend income from affiliated issuers     19,460       -  
Interest     29,115,360       15,129,320  
Total investment income     39,387,599       15,675,708  
                 
Expenses:                
Advisory fees     21,185,882       3,774,534  
Shareholder servicing fees - Class A (Note 8)     82,909       14,385  
Shareholder servicing fees - Class C (Note 8)     156       3,058  
Shareholder servicing fees - Class I (Note 8)     1,559,966       285,743  
Distribution fees - Class A (Note 7)     138,304       27,544  
Distribution fees - Class C (Note 7)     1,055       26,757  
Dividends on securities sold short     4,964,325       218,360  
Fund services fees     1,557,007       478,361  
Interest expense     536,755       2,797  
Registration fees     198,785       122,607  
Shareholder reporting fees     183,930       71,580  
Trustees' fees and expenses     41,487       8,238  
Insurance fees     35,693       3,562  
Legal fees     30,153       45,734  
Chief Compliance Officer fees     18,978       28,703  
Miscellaneous     17,884       6,163  
Auditing fees     16,067       17,468  
Total expenses     30,569,336       5,135,594  
Net investment income (loss)     8,818,263       10,540,114  
                 
Realized and Unrealized Gain (Loss)                
Net realized gain (loss) on:                
Investments     70,603,634       2,752,639  
Investments in affiliated issuers     26,832,247       -  
Purchased options contracts     (449,374 )     9,900,109  
Securities sold short     (7,783,598 )     66,100  
Written options contracts     528,299       1,769,422  
Foreign currency transactions     (349,843 )     (38,501 )
Net realized gain (loss)     89,381,365       14,449,769  
Net change in unrealized appreciation/depreciation on:                
Investments     (5,106,569 )     3,081,681  
Investments in affiliated issuers     (3,656,549 )     (1,253 )
Purchased options contracts     (95,295 )     82,789  
Securities sold short     4,621,715       492,863  
Written options contracts     24,184       506,870  
Foreign currency translations     (333,032 )     (25,357 )
Net change in unrealized appreciation/depreciation     (4,545,546 )     4,137,593  
Net increase (decrease) from payments by affiliates (Note 3)     -       979  
Net realized and unrealized gain (loss)     84,835,819       18,588,341  
Net Increase (Decrease) in Net Assets from Operations   $ 93,654,082     $ 29,128,455  

 

See accompanying Notes to Financial Statements. 

25

 

First Trust Merger Arbitrage Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

 

   

For the
Year Ended
September 30, 2024

   

For the
Year Ended
September 30, 2023

 
Increase (Decrease) in Net Assets from:                
Operations:                
Net investment income (loss)   $ 8,818,263     $ (6,116,694 )
Net realized gain (loss) on investments, affiliated issuers, purchased options contracts, securities sold short, written options contracts and foreign currency transactions     89,381,365       69,207,866  

Net change in unrealized appreciation/depreciation on investments, affiliated issuers, purchased options contracts, securities sold short, written options contracts and foreign currency translations

    (4,545,546 )     23,685,459  
Net increase (decrease) in net assets resulting from operations     93,654,082       86,776,631  
                 
Distributions to Shareholders:                
Distributions:                
Class A     (2,002,244 )     (652,633 )
Class I     (74,242,136 )     (20,127,121 )
Total distributions to shareholders     (76,244,380 )     (20,779,754 )
                 
Capital Transactions:                
Net proceeds from shares sold:                
Class A     24,549,710       35,024,444  
Class C1     412,743       -  
Class I     402,965,112       1,256,230,520  
Reinvestment of distributions:                
Class A     1,963,839       637,869  
Class I     66,964,616       18,674,296  
Cost of shares redeemed:                
Class A2     (24,829,092 )     (64,408,013 )
Class I3     (1,040,524,471 )     (1,417,379,505 )
Net increase (decrease) in net assets from capital transactions     (568,497,543 )     (171,220,389 )
                 
Total increase (decrease) in net assets     (551,087,841 )     (105,223,512 )
                 
Net Assets:                
Beginning of period     2,070,108,354       2,175,331,866  
End of period   $ 1,519,020,513     $ 2,070,108,354  

26

 

First Trust Merger Arbitrage Fund
STATEMENTS OF CHANGES IN NET ASSETS - Continued

 

 

   

For the
Year Ended
September 30, 2024

   

For the
Year Ended
September 30, 2023

 
Capital Share Transactions:            
Shares sold:            
Class A     2,312,043       3,333,414  
Class C1     37,874       -  
Class I     37,129,047       117,089,250  
Shares reinvested:                
Class A     188,831       60,924  
Class I     6,317,417       1,750,168  
Shares redeemed:                
Class A     (2,340,516 )     (6,105,682 )
Class I     (96,261,549 )     (131,670,160 )
Net increase (decrease) in capital share transactions     (52,616,853 )     (15,542,086 )

 

1 Commenced public offering on January 31, 2024.
2 Net of redemption fee proceeds of $1,334 and $3,551, respectively.
3 Net of redemption fee proceeds of $27,798 and $111,245, respectively.

 

See accompanying Notes to Financial Statements. 

27

 

First Trust Multi-Strategy Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

 

   

For the
Year Ended
September 30, 2024

   

For the
Year Ended
September 30, 2023

 
Increase (Decrease) in Net Assets from:                
Operations:                
Net investment income (loss)   $ 10,540,114     $ 611,010  
Net realized gain (loss) on investments, purchased options contracts, securities sold short, written options contracts and foreign currency transactions     14,449,769       758,950  

Net change in unrealized appreciation/depreciation on investments, affiliated issuers, purchased options contracts, securities sold short, written options contracts and foreign currency translations

    4,137,593       1,303,399  
Net increase (decrease) from payments by affiliates (Note 3)     979        
Net increase (decrease) in net assets resulting from operations     29,128,455       2,673,359  
                 
Distributions to Shareholders:                
Distributions:                
Class A     (638,396 )     (82,376 )
Class C1     (138,612 )     (1,863 )
Class I     (18,522,312 )     (910,983 )
From return of capital:                
Class A     -       (139,592 )
Class C1     -       (3,474 )
Class I     -       (1,393,838 )
Total distributions to shareholders     (19,299,320 )     (2,532,126 )
                 
Capital Transactions:                
Net proceeds from shares sold:                
Class A     10,213,764       9,049,820  
Class C1     4,584,681       271,780  
Class I     470,589,130       104,899,128  
Reinvestment of distributions:                
Class A     607,593       217,639  
Class C1     135,481       5,293  
Class I     14,725,426       2,118,657  
Cost of shares redeemed:                
Class A     (7,985,162 )     (800,619 )
Class C1,2     (468,194 )     (231 )
Class I     (81,874,279 )     (25,079,247 )
Net increase (decrease) in net assets from capital transactions     410,528,440       90,682,220  
                 
Total increase (decrease) in net assets     420,357,575       90,823,453  
                 
Net Assets:                
Beginning of period     110,187,470       19,364,017  
End of period   $ 530,545,045     $ 110,187,470  

28

 

First Trust Multi-Strategy Fund
STATEMENTS OF CHANGES IN NET ASSETS - Continued

 

 

   

For the
Year Ended
September 30, 2024

   

For the
Year Ended
September 30, 2023

 
Capital Share Transactions:            
Shares sold:            
Class A     427,590       384,114  
Class C1     187,467       11,278  
Class I     19,246,741       4,364,731  
Shares reinvested:                
Class A     25,397       9,248  
Class C1     5,511       220  
Class I     601,039       88,470  
Shares redeemed:                
Class A     (333,652 )     (34,212 )
Class C1     (19,105 )     (10 )
Class I     (3,340,796 )     (1,047,578 )
Net increase (decrease) in capital share transactions     16,800,192       3,776,261  

 

1 Commenced public offering on November 14, 2022.
2 Net of redemption fee proceeds of $598 and $0, respectively.

 

See accompanying Notes to Financial Statements. 

29

 

First Trust Merger Arbitrage Fund 

STATEMENT OF CASH FLOWS 

For the Year Ended September 30, 2024

 

 

Increase (Decrease) in Cash:      
Cash flows provided by (used for) operating activities:      
Net increase (decrease) in net assets resulting from operations   $ 93,654,082  
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:        
Purchases of long-term investments     (4,916,130,202 )
Sales of long-term investments     5,325,183,128  
Return of capital dividends received     1,376,853  
Proceeds from securities sold short     892,420,911  
Cover short securities     (1,013,256,074 )
Proceeds from written options     425,857  
Purchases/Sales of short-term investments, net     270,977,140  
(Increase) Decrease in Assets:        
Investment securities sold receivable     33,977,910  
Dividends and interest receivables     1,026,502  
Reclaims receivable     (19,511 )
Prepaid expenses and other assets     87,246  
Increase (Decrease) in Liabilities:        
Foreign currency payable     40,488,938  
Investment securities purchased payable     (57,946,481 )
Advisory fees payable     (598,889 )
Dividends on securities sold short and Interest expense     183,219  
Accrued expenses     (226,556 )
Net realized (gain)/loss     (89,263,621 )
Net change in unrealized appreciation/depreciation     4,212,514  
Net cash provided by (used for) operating activities     586,572,966  
         
Cash flows provided by (used for) financing activities:        
Proceeds from shares sold     427,682,024  
Cost of shares redeemed     (1,065,365,126 )
Dividends paid to shareholders, net of reinvestments     (7,315,925 )
Net cash provided by (used for) financing activities     (644,999,027 )
         
Net increase (decrease) in cash     (58,426,061 )
         
Cash and cash equivalents        
Beginning cash balance     -  
Beginning cash held at brokers     199,636,882  
Total beginning cash and cash equivalents     199,636,882  
         
Ending cash balance     -  
Ending cash held at brokers     141,210,821  
Total ending cash and cash equivalents   $ 141,210,821  
Supplemental disclosure of interest expense paid   $ 353,536  
Non cash financing activities not included herein consist of $68,928,455 of reinvested dividends.        

 

See accompanying Notes to Financial Statements.

30

 

First Trust Multi-Strategy Fund 

STATEMENT OF CASH FLOWS 

For the Year Ended September 30, 2024

 

 

Increase (Decrease) in Cash:      
Cash flows provided by (used for) operating activities:      
Net increase (decrease) in net assets resulting from operations   $ 29,128,455  
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:        
Purchases of long-term investments     (1,126,421,752 )
Sales of long-term investments     776,049,202  
Return of capital dividends received     133,261  
Proceeds from securities sold short     52,894,297  
Cover short securities     (46,648,531 )
Proceeds from written options     96,916,231  
Closed written options     (79,744,475 )
Purchases/Sales of short-term investments, net     (59,344,963 )
(Increase) Decrease in Assets:        
Investment securities sold receivable     (162,323,899 )
Dividends and interest receivables     (2,865,157 )
Prepaid expenses and other assets     (33,812 )
Increase (Decrease) in Liabilities:        
Foreign currency payable     3,834,830  
Investment securities purchased payable     165,423,736  
Advisory fees payable     415,306  
Dividends on securities sold short and Interest expense     1,528  
Accrued expenses     177,946  
Net amortization on investments     (254,281 )
Net realized (gain)/loss     (15,116,916 )
Net change in unrealized appreciation/depreciation     (4,162,950 )
Net cash provided by (used for) operating activities     (371,941,944 )
         
Cash flows provided by (used for) financing activities:        
Proceeds from shares sold     483,977,995  
Cost of shares redeemed     (88,139,270 )
Dividends paid to shareholders, net of reinvestments     (3,830,820 )
Net cash provided by (used for) financing activities     392,007,905  
         
Net increase (decrease) in cash     20,065,961  
         
Cash and cash equivalents        
Beginning cash balance     -  
Beginning cash held at brokers     4,450,364  
Total beginning cash and cash equivalents     4,450,364  
         
Ending cash balance     -  
Ending cash held at brokers     24,516,325  
Total ending cash and cash equivalents   $ 24,516,325  
Supplemental disclosure of interest expense paid   $ 1,269  
Non cash financing activities not included herein consist of $15,468,500 of reinvested dividends.        

 

See accompanying Notes to Financial Statements.

31

 

First Trust Merger Arbitrage Fund 

FINANCIAL HIGHLIGHTS 

Class A

 

 

Per share operating performance. 

For a capital share outstanding throughout each period.

 

   

For the Year Ended September 30,

 
    2024     2023     2022     2021     2020  
Net asset value, beginning of period   $ 10.69     $ 10.40     $ 11.16     $ 10.33     $ 10.86  
Income from Investment Operations:                                        
Net investment income (loss)1      0.02       (0.06 )     (0.09 )     (0.04 )     (0.14 )
Net realized and unrealized gain (loss)     0.54       0.43       0.18       0.96       0.19  
Total from investment operations     0.56       0.37       0.09       0.92       0.05  
                                         
Less Distributions:                                        
From net investment income     (0.32 )     -       (0.27 )     -       -  
From net realized gain     (0.07 )     (0.08 )     (0.58 )     (0.09 )     (0.58 )
Total distributions     (0.39 )     (0.08 )     (0.85 )     (0.09 )     (0.58 )
                                         
Redemption Fee Proceeds1      - 2      - 2      - 2      - 2      - 2 
                                         
Net asset value, end of period   $ 10.86     $ 10.69     $ 10.40     $ 11.16     $ 10.33  
                                         
Total return3      5.40 %     3.58 %     0.91 %     8.95 %     0.47 %
                                         
Ratios and Supplemental Data:                                        
Net assets, end of period (in thousands)   $ 56,089     $ 53,505     $ 80,293     $ 56,252     $ 43,870  
                                         
Ratio of expenses to average net assets (including dividends and interest on securities sold short and interest expense):                                        
Before fees waived and expenses absorbed/recovered4      2.09 %     2.07 %     2.19 %     2.08 %     2.40 %
After fees waived and expenses absorbed/recovered4      2.09 %     2.07 %     2.19 %     2.08 %     2.40 %
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short and interest expense):                                        
Before fees waived and expenses absorbed/recovered     0.20 %     (0.57 )%     (0.86 )%     (0.38 )%     (1.34 )%
After fees waived and expenses absorbed/recovered     0.20 %     (0.57 )%     (0.86 )%     (0.38 )%     (1.34 )%
                                         
Portfolio turnover rate     403 %     367 %     294 %     459 %     644 %

 

1 Based on average shares outstanding for the period. 
2 Amount represents less than $0.01 per share.
3 Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Advisor.  Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns shown do not include payment of sales load of 5.75% of offering price which is reduced on sales of $25,000 or more. Returns do not include payment of Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of Class A shares made within 12 months of purchase. If the sales charge was included total returns would be lower.
4 If dividends and interest on securities sold short and interest expense had been excluded, the expense ratios would have been lowered by 0.32% for the year ended September 30, 2024. For the years ended September 30, 2023, 2022, 2021, and 2020 the ratios would have been lowered by 0.29%, 0.39%, 0.23%, and 0.55%, respectively.

 

See accompanying Notes to Financial Statements.

32

 

First Trust Merger Arbitrage Fund 

FINANCIAL HIGHLIGHTS 

Class C

 

 

Per share operating performance. 

For a capital share outstanding throughout each period.

 

   

For the Period
January 31, 

2024*
through
September 30,

 
    2024  
Net asset value, beginning of period   $ 10.66  
Income from Investment Operations:        
Net investment income (loss)1      (0.05 )
Net realized and unrealized gain (loss)     0.40  
Total from investment operations     0.35  
         
Redemption fee proceeds1      - 2 
         
Net asset value, end of period   $ 11.01  
         
Total return3      3.28 %4 
         
Ratios and Supplemental Data:        
Net assets, end of period (in thousands)   $ 417  
         
Ratio of expenses to average net assets (including dividends and interest on securities sold short and interest expense):        
Before fees waived and expenses absorbed/recovered5      2.76 %6 
After fees waived and expenses absorbed/recovered5      2.76 %6 
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short and interest expense):        
Before fees waived and expenses absorbed/recovered     (0.76 )%6 
After fees waived and expenses absorbed/recovered     (0.76 )%6 
         
Portfolio turnover rate     403 %4 

 

* Commenced public offering on January 31, 2024.
1 Based on average shares outstanding for the period. 
2 Amount represents less than $0.01 per share.
3 Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Advisor.  Returns shown include Rule 12b-1 fees of up to 1.00% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns do not include payment of Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of Class C shares made within 12 months of purchase. If the sales charge was included total returns would be lower.
4 Not annualized.
5 If dividends and interest on securities sold short and interest expense had been excluded, the expense ratio would have been lowered by 0.25% for the period January 31, 2024 through September 30, 2024.
6 Annualized.

 

See accompanying Notes to Financial Statements.

33

 

First Trust Merger Arbitrage Fund 

FINANCIAL HIGHLIGHTS 

Class I

 

 

Per share operating performance. 

For a capital share outstanding throughout each period.

 

   

For the Year Ended September 30,

 
   

2024

   

2023

   

2022

   

2021

   

2020

 
Net asset value, beginning of period   $ 10.92     $ 10.61     $ 11.36     $ 10.48     $ 10.97  
Income from Investment Operations:                                        
Net investment income (loss)1      0.06       (0.03 )     (0.06 )     (0.01 )     (0.11 )
Net realized and unrealized gain (loss)     0.55       0.43       0.19       0.98       0.20  
Total from investment operations     0.61       0.40       0.13       0.97       0.09  
                                         
Less Distributions:                                        
From net investment income     (0.37 )     (0.01 )     (0.30 )     -       -  
From net realized gain     (0.07 )     (0.08 )     (0.58 )     (0.09 )     (0.58 )
Total distributions     (0.44 )     (0.09 )     (0.88 )     (0.09 )     (0.58 )
                                         
Redemption Fee Proceeds1      - 2      - 2      - 2      - 2      - 2 
                                         
Net asset value, end of period   $ 11.09     $ 10.92     $ 10.61     $ 11.36     $ 10.48  
                                         
Total return3      5.70 %     3.82 %     1.27 %     9.30 %     0.85 %
                                         
Ratios and Supplemental Data:                                        
Net assets, end of period (in thousands)   $ 1,462,514     $ 2,016,603     $ 2,095,039     $ 626,755     $ 485,864  
                                         
Ratio of expenses to average net assets (including dividends and interest on securities sold short and interest expense):                                        
Before fees waived and expenses absorbed/recovered4      1.79 %     1.75 %     1.88 %     1.77 %     2.07 %
After fees waived and expenses absorbed/recovered4      1.79 %     1.75 %     1.88 %     1.77 %     2.07 %
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short and interest expense):                                        
Before fees waived and expenses absorbed/recovered     0.53 %     (0.25 )%     (0.55 )%     (0.07 )%     (1.01 )%
After fees waived and expenses absorbed/recovered     0.53 %     (0.25 )%     (0.55 )%     (0.07 )%     (1.01 )%
                                         
Portfolio turnover rate     403 %     367 %     294 %     459 %     644 %

 

1 Based on average shares outstanding for the period. 
2 Amount represents less than $0.01 per share.
3 Total returns would have been higher/lower had expenses not been recovered/waived and absorbed 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.
4 If dividends and interest on securities sold short and interest expense had been excluded, the expense ratios would have been lowered by 0.32% for the year ended September 30, 2024. For the years ended September 30, 2023, 2022, 2021, and 2020 the ratios would have been lowered by 0.29%, 0.39%, 0.23%, and 0.55%, respectively.

 

See accompanying Notes to Financial Statements.

34

 

First Trust Multi-Strategy Fund 

FINANCIAL HIGHLIGHTS 

Class A

 

 

Per share operating performance. 

For a capital share outstanding throughout each period.

 

    For the Year Ended September 30,  
    2024     2023     2022     2021     2020  
Net asset value, beginning of period   $ 23.56     $ 23.20     $ 25.84     $ 23.90     $ 27.08  
Income from Investment Operations:                                        
Net investment income (loss)1      0.74       0.27       0.36       0.86       0.35  
Net realized and unrealized gain (loss)     1.41       1.28       (1.82 )     2.34       (0.98 )
Net increase from payments by affiliates     - 2,3      -       -       - 2,4      -  
Total from investment operations     2.15       1.55       (1.46 )     3.20       (0.63 )
                                         
Less Distributions:                                        
From net investment income     (1.40 )     (0.54 )     (0.24 )     (0.89 )     (0.58 )
From net realized gain     -       -       -       -       (1.62 )
From return of capital     -       (0.65 )     (0.94 )     (0.37 )     (0.35 )
Total distributions     (1.40 )     (1.19 )     (1.18 )     (1.26 )     (2.55 )
                                         
Net asset value, end of period   $ 24.31     $ 23.56     $ 23.20     $ 25.84     $ 23.90  
                                         
Total return5      9.38 %     6.83 %     (5.82 )%     13.53 %     (2.45 )%
                                         
Ratios and Supplemental Data:                                        
Net assets, end of period (in thousands)   $ 12,742     $ 9,539     $ 1,059     $ 1,900     $ 2,460  
                                         
Ratio of expenses to average net assets (including dividends and interest on securities sold short and interest expense):                                        
Before fees waived and expenses absorbed/recovered6      1.90 %     2.18 %     2.33 %     2.29 %     2.19 %
After fees waived and expenses absorbed/recovered6      1.90 %     1.96 %     2.02 %     2.05 %     2.10 %
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short and interest expense):                                        
Before fees waived and expenses absorbed/recovered     3.08 %     0.93 %     1.12 %     3.12 %     1.30 %
After fees waived and expenses absorbed/recovered     3.08 %     1.15 %     1.43 %     3.36 %     1.39 %
                                         
Portfolio turnover rate     215 %     254 %     190 %     170 %     223 %

 

1 Based on average shares outstanding for the period. 
2 Amount represents less than $0.01 per share.
3 Affiliate reimbursed the Fund $979 for errors during processing. The reimbursement had no impact to the Fund's performance.
4 Affiliate reimbursed the Fund $440 for errors during processing. The reimbursement had no impact to the Fund's performance.
5 Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Advisor.  Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns shown do not include payment of sales load of 4.50% of offering price which is reduced on sales of $25,000 or more. Prior to August 22, 2022, returns shown did not include payment of sales load of 5.00% of offering price which was reduced on sales of $50,000 or more. Returns do not include payment of Contingent Deferred Sales Charge (“CDSC”) of 0.50% on certain redemptions of Class A shares made within 12 months of purchase. If the sales charge was included total returns would be lower.
6 If dividends and interest on securities sold short and interest expense had been excluded, the expense ratios would have been lowered by 0.07% for the year ended September 30, 2024. For the years ended September 30, 2023, 2022, 2021, and 2020, the ratios would have been lowered by 0.12%, 0.17%, 0.27%, and 0.31%, respectively.

 

See accompanying Notes to Financial Statements.

35

 

First Trust Multi-Strategy Fund 

FINANCIAL HIGHLIGHTS 

Class C

 

 

Per share operating performance. 

For a capital share outstanding throughout each period.

 

   

For the
Year

Ended
September 30,

   

For the Period
November 14,

2022*
through
September 30,

 
    2024     2023  
Net asset value, beginning of period   $ 24.09     $ 23.78  
Income from Investment Operations:                
Net investment income (loss)1      0.58       0.08  
Net realized and unrealized gain (loss)     1.43       1.26  
Net increase from payments by affiliates     - 2,3      -  
Total from investment operations     2.01       1.34  
                 
Less Distributions:                
From net investment income     (1.23 )     (0.48 )
From return of capital     -       (0.55 )
Total distributions     (1.23 )     (1.03 )
                 
Redemption fee proceeds1      - 2      -  
                 
Net asset value, end of period   $ 24.87     $ 24.09  
                 
Total return4      8.56 %     5.75 %5 
                 
Ratios and Supplemental Data:                
Net assets, end of period (in thousands)   $ 4,610     $ 277  
                 
Ratio of expenses to average net assets (including dividends and interest on securities sold short and interest expense):                
Before fees waived and expenses absorbed/recovered6      2.63 %     2.92 %7 
After fees waived and expenses absorbed/recovered6      2.63 %     2.70 %7 
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short and interest expense):                
Before fees waived and expenses absorbed/recovered     2.35 %     0.16 %7 
After fees waived and expenses absorbed/recovered     2.35 %     0.38 %7 
                 
Portfolio turnover rate     215 %     254 %5 

 

* Commenced public offering on November 14, 2022.
1  Based on average shares outstanding for the period. 
2  Amount represents less than $0.01 per share.
3  Affiliate reimbursed the Fund $979 for errors during processing. The reimbursement had no impact to the Fund's performance.
4  Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 1.00% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns do not include payment of Contingent Deferred Sales Charge (“CDSC”) of 1.00% on any redemptions of Class C shares made within 12 months of purchase. If the sales charge was included total returns would be lower.
5  Not annualized.
6  If dividends and interest on securities sold short and interest expense had been excluded, the expense ratios would have been lowered by 0.07% for the year ended September 30, 2024. For the period November 14, 2022 through September 30, 2023, the ratio would have been lowered by 0.11%.
7  Annualized.

 

See accompanying Notes to Financial Statements.

36

 

First Trust Multi-Strategy Fund 

FINANCIAL HIGHLIGHTS 

Class I

 

 

Per share operating performance. 

For a capital share outstanding throughout each period.

 

    For the Year Ended September 30,  
    2024     2023     2022     2021     2020  
Net asset value, beginning of period   $ 24.02     $ 23.68     $ 26.36     $ 24.35     $ 27.57  
Income from Investment Operations:                                        
Net investment income (loss)1      0.83       0.36       0.44       0.93       0.42  
Net realized and unrealized gain (loss)     1.43       1.30       (1.86 )     2.41       (1.01 )
Net increase from payments by affiliates     - 2,3      -       -       - 2,4      -  
Total from investment operations     2.26       1.66       (1.42 )     3.34       (0.59 )
                                         
Less Distributions:                                        
From net investment income     (1.47 )     (0.59 )     (0.26 )     (0.94 )     (0.64 )
From net realized gain     -       -       -       -       (1.62 )
From return of capital     -       (0.73 )     (1.00 )     (0.39 )     (0.37 )
Total distributions     (1.47 )     (1.32 )     (1.26 )     (1.33 )     (2.63 )
                                         
Net asset value, end of period   $ 24.81     $ 24.02     $ 23.68     $ 26.36     $ 24.35  
                                         
Total return5      9.69 %     7.19 %     (5.54 )%     13.84 %     (2.23 )%
                                         
Ratios and Supplemental Data:                                        
Net assets, end of period (in thousands)   $ 513,193     $ 100,371     $ 18,305     $ 36,036     $ 45,706  
                                         
Ratio of expenses to average net assets (including dividends and interest on securities sold short and interest expense):                                        
Before fees waived and expenses absorbed/recovered6      1.61 %     1.89 %     2.01 %     2.06 %     1.92 %
After fees waived and expenses absorbed/recovered6      1.61 %     1.67 %     1.71 %     1.82 %     1.83 %
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short and interest expense):                                        
Before fees waived and expenses absorbed/recovered     3.37 %     1.26 %     1.43 %     3.35 %     1.57 %
After fees waived and expenses absorbed/recovered     3.37 %     1.48 %     1.74 %     3.59 %     1.66 %
                                         
Portfolio turnover rate     215 %     254 %     190 %     170 %     223 %

 

1 Based on average shares outstanding for the period. 
2 Amount represents less than $0.01 per share.
3 Affiliate reimbursed the Fund $979 for errors during processing. The reimbursement had no impact to the Fund's performance.
4 Affiliate reimbursed the Fund $440 for errors during processing. The reimbursement had no impact to the Fund's performance.
5 Total returns would have been higher/lower had expenses not been recovered/waived and absorbed 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.
6 If dividends and interest on securities sold short and interest expense had been excluded, the expense ratios would have been lowered by 0.07% for the year ended September 30, 2024. For the years ended 2023, 2022, 2021, and 2020, the ratios would have been lowered by 0.12%, 0.17%, 0.27%, and 0.31%, respectively.

 

See accompanying Notes to Financial Statements.

37

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2024

 

 

Note 1 – Organization 

First Trust Merger Arbitrage Fund (the ‘‘Merger Arbitrage Fund’’) and First Trust Multi-Strategy Fund (the “Multi-Strategy Fund”) (each a “Fund” and collectively the ‘‘Funds’’) are organized as a diversified series of Investment Managers Series Trust II, 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 Merger Arbitrage Fund seeks returns that are largely uncorrelated with the returns of the general stock market and capital appreciation. The Fund commenced investment operations on October 1, 2015 with Class A and Class I shares. Prior to that date, its only activity was the receipt of a $1,000 investment from principals of the Fund’s advisor and a transfer of 307,251 newly issued shares of the Fund’s Class I in exchange for the net assets of Highland Capital Management Institutional Fund, LLC, a Delaware limited liability company (the “Company”) valued at $3,073,511. This exchange was nontaxable. The primary assets received by the Fund were cash, interest receivable and securities of the Company with a fair value of $2,249,946 (identified cost of investments transferred were $2,271,450), totaling $3,073,511. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Company was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. On January 31, 2024, the Merger Arbitrage Fund commenced public offerings of Class C shares.

 

The Multi-Strategy Fund seeks to achieve long-term capital appreciation by pursuing positive absolute returns across market cycles. In pursuing its objective, the Fund seeks to generate attractive long-term returns with low sensitivity to traditional equity and fixed-income indices. The Fund commenced investment operations on December 16, 2016 with Class A and Class I shares. Prior to that date, the Fund acquired the assets and assumed the liabilities of Vivaldi Orinda Macro Opportunities Fund (the “Predecessor Fund”), a series of Advisors Series Trust. The reorganization was accomplished by the following tax-free exchange in which each shareholder of the Predecessor Fund received the same aggregate share net asset value in the corresponding classes as noted below:

 

    Shares Issued     Net Assets  
Class A     1,058,074     $ 28,004,864  
Class I     3,174,754     $ 85,334,375  

  

The net unrealized appreciation of investments transferred was $3,090,238 as of the date of the acquisition.

 

On November 14, 2022, the Multi-Strategy Fund commenced public offerings of Class C shares.

 

The shares of each class of each Fund represent an interest in the same portfolio of investments of each particular Fund and have equal rights as to voting, redemptions, dividends and liquidation, subject to the approval of the Trustees. Income, expenses (other than expenses attributable to a specific class) and realized and unrealized gains and losses on investments are allocated to each class of shares in proportion to their relative net assets. Shareholders of a class that bears distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan.

 

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.”

38

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2024

 

 

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 generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

 

(a) Valuation of Investments 

The Funds value 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. Options are valued at the mean between the last available bid and ask prices used. 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 Funds might reasonably expect to receive for the securities were upon its current sale). The Board of Trustees has designated the Advisor as the Funds’ valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Funds’ 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 Funds must utilize fair value pricing. First Trust Portfolios L.P. (the “Distributor”) is under no duty to verify any valuations of the Funds’ investments.

 

(b) 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 as of 4:00 PM Eastern Standard Time. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions.

 

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.

 

(c) Short Sales 

Short sales are transactions in which the Funds sell a security they do not own in anticipation of a decline in the value of that security. To complete such a transaction, the Funds must borrow the security to make delivery to the buyer. The Funds then are obligated to replace the security borrowed by purchasing the security at market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Funds. When a security is sold short, a decrease in the value of the security will be recognized as a gain and an increase in the value of the security will be recognized as a loss, which is potentially limitless. Until the security is replaced, the Funds are required to pay the lender amounts equal to dividend or interest that accrue during the period of the loan which is recorded as an expense. To borrow the security, the Funds also may be required to pay a premium or an interest fee, which are recorded as interest expense. Cash or securities are segregated for the broker to meet the necessary margin requirements. The Funds are subject to the risk that they may not always be able to close out a short position at a particular time or at an acceptable price.

39

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2024

 

 

(d) Options 

The Funds may write or purchase options contracts primarily to enhance the Funds’ returns or reduce volatility. In addition, the Funds may utilize options in an attempt to generate gains from option premiums or to reduce overall portfolio risk. When a Fund writes or purchases an option, an amount equal to the premium received or paid by a Fund is recorded as a liability or an asset and is subsequently adjusted to the current market value of the option written or purchased. Premiums received or paid from writing or purchasing options which expire unexercised are treated by a Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on effecting a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to the cost of the purchase or proceeds from the sale in determining whether a Fund has realized a gain or a loss on investment transactions. A Fund, as a writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option.

 

(e) Warrants and Rights 

The Funds may invest in warrants or rights (including those acquired in units or attached to other securities) that entitle (but do not obligate) the holder to buy equity securities at a specific price for a specific period of time but will do so only if such equity securities are deemed appropriate by the Advisor. Rights are similar to warrants but typically have a shorter duration and are issued by a company to existing stockholders to provide those holders the right to purchase additional shares of stock at a later date. Warrants and rights do not have voting rights, do not earn dividends, and do not entitle the holder to any rights with respect to the assets of the company that has issued them. They do not represent ownership of the underlying companies but only the right to purchase shares of those companies at a specified price on or before a specified exercise date. Warrants and rights tend to be more volatile than the underlying stock, and if at a warrant’s expiration date the stock is trading at a price below the price set in the warrant, the warrant will expire worthless. Conversely, if at the expiration date the stock is trading at a price higher than the price set in the warrant or right, a Fund can acquire the stock at a price below its market value. The prices of warrants and rights do not necessarily parallel the prices of the underlying securities. An investment in warrants or rights may be considered speculative.

 

(f) 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 on the Statements of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts or premiums on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Income and expenses of the Funds are allocated on a pro rata basis to each class of shares’ relative net assets, except for distribution and service fees which are unique to each class of shares. 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.

40

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2024

 

 

(g) Federal Income Taxes 

Each Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized gains to its 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 on the Statements 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 September 30, 2024, and during the prior three open tax years, 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.

 

(h) Distributions to Shareholders 

The Funds will make distributions of net investment income per the table below and net capital gains, if any, at least annually. The Multi-Strategy Fund seeks to make distributions monthly based on a pre-determined rate. A portion of the distributions made by the Multi-Strategy Fund may be treated as return of capital for tax purposes. Shareholders who receive a payment of a distribution consisting of a return of capital may be under the impression that they are receiving net profits when, in fact, they are not. Shareholders should not assume that the source of a distribution from the Multi-Strategy Fund is net profit. Each Fund may make additional payments of dividends or distributions if it deems it desirable at any other time during the year. 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.

 

 

Distribution Frequency of

Net Investment Income

Merger Arbitrage Fund Annually
Multi-Strategy Fund Monthly

41

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2024

 

 

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.

 

(i) 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 an Investment Advisory Agreement (the “Agreement”) with First Trust Capital Management L.P. (the “Advisor”). Under the terms of the Agreement, the Funds pay a monthly investment advisory fee to the Advisor at the following annual rates based on the average daily net assets of the Funds:

 

Merger Arbitrage Fund 1.25%
Multi-Strategy Fund 1.20%

 

The Advisor has engaged Palmer Square Capital Management, LLC and Vest Financial, LLC (each, a "Sub-Advisor" and together, the “Sub-Advisors”) to manage certain assets of the Multi-Strategy Fund and pays the Sub-Advisors from its advisory fees. Effective April 22, 2024, Glenmede Investment Management, LP no longer serves as a Sub-Advisor to the Multi-Strategy Fund.

 

The Advisor has contractually agreed to waive its fee and/or pay for expenses of the Funds to ensure that the annual Funds’ operating expenses (excluding any taxes, leverage interest, acquired fund fees and expenses (as determined in accordance with Form N-1A), dividend and interest expense on short sales, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation expenses) do not exceed the following levels:

 

  Annual Expense Limit Annual Expense Limit Annual Expense Limit
  Class A Shares† Class C Shares† Class I Shares†
Merger Arbitrage Fund 1.85%  2.60%  1.55%
Multi-Strategy Fund 1.85%  2.60%  1.55%

 

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

 

This agreement is in effect until January 31, 2025 for each Fund. These agreements may be terminated before that date only by the Trust’s Board of Trustees.

 

The Advisor is permitted to seek reimbursement from the Funds, subject to certain limitations, of fees waived or payments made to the Funds for a period ending three full fiscal years after the date of the waiver or payment. This reimbursement may be requested from the Funds if the reimbursement will not cause the Funds’ 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.

42

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2024

 

 

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 September 30, 2024, are reported as “Fund services fees” on the Statements of Operations.

 

First Trust Portfolios L.P. serves as the Funds’ distributor (the “Distributor”) and is an affiliate of the Advisor. 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.

 

The Funds have a fee arrangement with their custodian, UMB Bank, n.a., which provides for custody fees to be reduced by earning credits based on cash balances left on deposit with the custodian. For the year ended September 30, 2024, there were no fees reduced by earning credits.

 

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 September 30, 2024, 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 of 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 on 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 on the Statements of Operations.

 

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 September 30, 2024, are reported on the Statements of Operations.

 

The Advisor reimbursed the Multi-Strategy Fund $979 for losses from a trade error during this fiscal period. This amount is reported on the Fund’s Statements of Operations, Statements of Changes, and Financial Highlights under the caption “Net increase from payments by affiliates.”

 

The Funds are permitted to purchase or sell securities from or to certain affiliated funds under specified conditions outlined in procedures adopted by the Board. The procedures have been designed to ensure that any purchase or sale of securities by a Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under these procedures, each transaction is affected at the current market price to minimize trading costs, where permissible. For the year ended September 30, 2024, the Funds did not engage in purchases and sales of securities pursuant to Rule 17a-7 of the 1940 Act.

43

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2024

 

 

Note 4 – Federal Income Taxes 

At September 30, 2024, the cost of investments on a tax basis and gross unrealized appreciation (depreciation) on investments for federal income tax purposes were as follows:

 

    Merger Arbitrage Fund     Multi-Strategy Fund  
Cost of investments   $ 1,380,611,757     $ 508,070,543  
                 
Gross unrealized appreciation   $ 14,098,287     $ 39,632,024  
Gross unrealized depreciation     (6,088,917 )     (36,073,553 )
Net unrealized appreciation (depreciation) on investments   $ 8,009,370     $ 3,558,471  

 

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

 

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 September 30, 2024, permanent differences in book and tax accounting have been reclassified to paid-in capital and total distributable earnings (accumulated deficit) as follows:

 

        Increase (Decrease)  
Fund       Paid-in Capital      

Total Distributable Earnings 

(Accumulated Deficit) 

 
Merger Arbitrage Fund     $ (52,720 )   $ 52,720  
Multi-Strategy Fund       74,652       (74,652 )

 

As of September 30, 2024, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

    Merger Arbitrage Fund     Multi-Strategy Fund  
Undistributed ordinary income   $ 74,172,210     $ 5,295,658  
Undistributed long-term capital gains     4,331,615       -  
Accumulated earnings     78,503,825       5,295,658  
                 
Accumulated capital and other losses     -       -  
Unrealized appreciation (depreciation) on investments     8,009,370       3,558,471  
Unrealized appreciation (depreciation) on foreign currency     (333,032 )     (25,357 )
Unrealized deferred compensation     (73,184 )     (13,497 )
Total accumulated earnings (accumulated deficit)   $ 86,106,979     $ 8,815,275  

44

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2024

 

 

The tax character of distributions paid during the years ended September 30, 2024 and 2023 was as follows:

 

    Merger Arbitrage Fund     Multi-Strategy Fund  
Distribution paid from:   2024     2023     2024     2023  
Ordinary income   $ 76,244,380     $ 19,702,459     $ 19,299,320     $ 995,222  
Net long-term capital gains     -       1,077,295       -       -  
Return of Capital     -       -       -       1,536,904  
Total taxable distributions   $ 76,244,380     $ 20,779,754     $ 19,299,320     $ 2,532,126  

 

As of September 30, 2024, the Merger Arbitrage Fund and Multi-Strategy Fund had no capital loss carryovers.

 

During the year ended September 30, 2024, the Multi-Strategy Fund utilized $815,634 of capital loss carryovers.

 

Note 5 – Redemption Fee  

The Merger Arbitrage Fund 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 September 30, 2024 and 2023, the Fund received $29,132 and $114,796, respectively, in redemption fees.

 

The Multi-Strategy Fund may impose a maximum deferred sales charge of 0.50% and 1.00%, respectively, of the total redemption amount on Class A Shares and Class C Shares, respectively, redeemed within 12 months of the date of purchase. For the year ended September 30, 2024, the Fund received $598 in deferred sales charges.

 

Note 6 – Investment Transactions 

For the year ended September 30, 2024, purchases and sales of investments, excluding short-term investments, were as follows:

 

      Purchases     Sales     Proceeds from Securities Sold Short     Cover Short Securities  
Merger Arbitrage Fund     $ 4,915,957,073     $ 5,325,183,128     $ 892,420,911     $ 1,013,256,074  
Multi-Strategy Fund       542,449,839       313,906,923       52,894,297       46,648,531  

 

Note 7 – Distribution Plan 

The Trust, on behalf of the Funds, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act that allows the Funds to pay distribution fees for the sale and distribution of their shares.  With respect to Class A and Class C, the Plan provides for the payment of distribution fees at the annual rate of up to 0.25% and 1.00%, respectively, of average daily net assets. Class I does not pay any distribution fees.

 

For the year ended September 30, 2024, distribution fees incurred are disclosed on the Statements of Operations.

 

Note 8 – Shareholder Servicing Plan 

The Trust, on behalf of the Merger Arbitrage Fund and Multi-Strategy 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 Class A and Class C shares and 0.10% of average daily net assets of Class I shares serviced by shareholder servicing agents who provide administrative and support services to their customers.

 

For the year ended September 30, 2024, shareholder servicing fees incurred are disclosed on the Statements of Operations.

45

 

First Trust Capital Management Funds 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2024

 

 

Note 9 – 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 from any such claims.

 

Note 10 – 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:

 

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 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 September 30, 2024, in valuing the Funds’ assets and liabilities carried at fair value:

46

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

Merger Arbitrage Fund   Level 1     Level 2     Level 3     Total  
Assets                                
Investments                                
Common Stocks   $ 1,372,336,419     $ -     $ 4     $ 1,372,336,423  
Rights     54,525       -       293,496       348,021  
Units     37,833,725       -       4       37,833,729  
Short-Term Investments     61,985,532       -       -       61,985,532  
Warrants     236,760       -       -       236,760  
Total Investments   $ 1,472,446,961     $ -     $ 293,504     $ 1,472,740,465  
                                 
Liabilities                                
Securities Sold Short                                
Common Stocks*   $ 84,114,443     $ -     $ -     $ 84,114,443  
Total Securities Sold Short     84,114,443       -       -       84,114,443  
Written Options Contracts     4,895       -       -       4,895  
Total Securities Sold Short and Options   $ 84,119,338     $ -     $ -     $ 84,119,338  

 

Multi-Strategy Fund   Level 1     Level 2     Level 3     Total  
Assets                                
Investments                                
Collateralized Loan Obligations   $ -     $ 169,582,491     $ -     $ 169,582,491  
Collateralized Mortgage Obligations     -       74,091       -       74,091  
Common Stocks     124,116,053       -       -       124,116,053  
Rights     5,081       -       1,034       6,115  
Units     3,984,843       -       -       3,984,843  
Short-Term Investments     78,837,818       -       -       78,837,818  
Warrants     14,035       -       -       14,035  
Total Investments     206,957,830       169,656,582       1,034       376,615,446  
Purchased Options Contracts     164,554,400       -       -       164,554,400  
Total Investments and Options   $ 371,512,230     $ 169,656,582     $ 1,034     $ 541,169,846  
                                 
Liabilities                                
Securities Sold Short                                
Common Stocks*   $ 9,163,197     $ -     $ -     $ 9,163,197  
Total Securities Sold Short     9,163,197       -       -       9,163,197  
Written Options Contracts     20,377,635       -       -       20,377,635  
Total Securities Sold Short and Options   $ 29,540,832     $ -     $ -     $ 29,540,832  

* All common stocks and preferred stocks held in the Funds are Level 1. For a detailed break-out of common stocks and preferred stocks by major industry classification, please refer to the Schedule of Investments.

47

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

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

 

Merger Arbitrage Fund
    Common Stock     Rights     Units  
Balance as of September 30, 2023   $ -     $ 293,496     $ -  
Transfers into Level 3 during the period     -       -       -  
Transfers out of Level 3 during the period     -       -       -  
Total gains or losses for the period                        
Included in earnings (or changes in net assets)     (246,076 )     -       (242,922 )
Included in other comprehensive income     -       -       -  
Purchases, sales, and principal paydowns                        
Net purchases     246,080       -       242,926  
Net sales     -       -       -  
Principal paydown     -       -       -  
Balance as of September 30, 2024   $ 4     $ 293,496     $ 4  
Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at the end of the
reporting period
  $ (246,076 )   $ -     $ (242,922 )

 

Multi-Strategy Fund
    Collateralized Loan Obligations     Common
Stocks
    Rights     Units  
Balance as of September 30, 2023   $ -     $ -     $ 1,034     $ -  
Transfers into Level 3 during the period     78,750       -       -       -  
Transfers out of Level 3 during the period     -       -       -       -  
Total gains or losses for the period                                
Included in earnings (or changes in net assets)     3,133       (17,261 )     -       (20,414 )
Included in other comprehensive income     -       -       -       -  
Purchases, sales, and principal paydowns                                
Net purchases     (81,883 )     17,261       -       20,414  
Net sales     -       -       -       -  
Principal paydown     -       -       -       -  
Balance as of September 30, 2024   $ -     $ -     $ 1,034     $ -  
Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at the end of the reporting period   $ 3,133     $ (17,261 )   $ -     $ (20,414 )

48

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

The following table presents additional quantitative information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level 3 as of September 30, 2024:

 

Fund     Asset Class   Fair Value at
September 30,
2024
    Valuation Technique(s)   Unobservable Input   Range of Input     Weighted Average of Input     Impact to Valuation from an Increase in Input (1)
Merger Arbitrage Fund     Common Stock   $ 4     Asset Approach   Contingent on Transaction     N/A     N/A     N/A
Merger Arbitrage Fund     Rights   $ 293,496     Transaction Price   Transaction Price   $ 1.02     N/A     Increase
Merger Arbitrage Fund     Units   $ 4     Asset Approach   Contingent on Transaction     N/A     N/A     N/A
Multi-Strategy Fund     Collateralized Loan Obligations   $ -     Asset Approach   Expected Remaining Distributions     N/A     N/A     N/A
Multi-Strategy Fund     Common Stock   $ -     Asset Approach   Contingent on Transaction     N/A     N/A     N/A
Multi-Strategy Fund     Rights   $ 1,034     Transaction Price   Transaction Price   $ 1.02     N/A     Increase
Multi-Strategy Fund     Units   $ -     Asset Approach   Contingent on Transaction     N/A     N/A     N/A

 

(1) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect.

 

Note 11Derivative and Hedging Disclosure 

Derivatives and Hedging requires enhanced disclosures about the Funds’ derivative and hedging activities, including how such activities are accounted for and their effects on the Funds’ financial position, performance and cash flows. The Funds invested in options contracts during the year ended September 30, 2024.

 

The effects of these derivative instruments on the Funds’ financial position and financial performance as reflected on the Statements of Assets and Liabilities and Statements of Operations are presented in the tables below. The fair values of derivative instruments as of September 30, 2024, by risk category are as follows:

49

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

    Merger Arbitrage Fund
    Liability Derivatives
Derivatives not designated as hedging instruments   Statement of Asset
and Liabilities
Location
    Value  
Equity contracts   Written options contracts, at value   $ 4,895  

 

    Multi-Strategy Fund
    Asset Derivatives           Liability Derivatives        
Derivatives not designated as hedging instruments   Statement of Asset 
and Liabilities 
Location
    Value     Statement of Asset 
and Liabilities
Location
    Value  
Equity contracts   Purchased options contracts, at value   $ 164,554,400     Written options contracts, at value   $ 20,377,635  

 

The effects of derivative instruments on the Statements of Operations for the year ended September 30, 2024, are as follows:

 

Merger Arbitrage Fund
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments   Purchased Options Contracts     Written Options Contracts  
Equity contracts   $ (449,374 )   $ 528,299  
                 
Multi-Strategy Fund
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments   Purchased Options Contracts     Written Options Contracts  
Equity contracts   $ 9,900,109     $ 1,769,422  
                 
Merger Arbitrage Fund
Change in Unrealized Appreciation/Depreciation on Derivatives Recognized in Income
Derivatives not designated as hedging instruments   Purchased Options Contracts     Written Options Contracts  
Equity contracts   $ (95,295 )   $ 24,184  
             
Multi-Strategy Fund
Change in Unrealized Appreciation/Depreciation on Derivatives Recognized in Income
Derivatives not designated as hedging instruments   Purchased Options Contracts     Written Options Contracts  
Equity contracts   $ 82,789     $ 506,870  

50

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

The number of contracts is included on the Schedule of Investments. The quarterly average volumes of derivative instruments as of September 30, 2024, are as follows:

 

Merger Arbitrage Fund
Derivative   Quarterly Average     Amount  
Options Contracts - Purchased   Average Notional Value     $ 15,179,300  
Options Contracts - Written   Average Notional Value       (38,138,600 )

 

Multi-Strategy Fund
Derivative   Quarterly Average     Amount  
Options Contracts - Purchased   Average Notional Value     $ 838,813,700  
Options Contracts - Written   Average Notional Value       (861,217,158 )

 

Note 12 – Borrowing 

The Funds have entered into a borrowing agreement with BNP Paribas (acting through its New York Branch). The Funds may borrow amounts up to one-third of the value of its assets. The Funds are charged interest of Overnight Bank Funding Rate (“OBFR”) plus 1.20% for borrowing under this agreement. The Funds did not borrow under the line of credit agreement during the year ended September 30, 2024.

 

Note 13 – Investments in Affiliated Issuers 

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

  

First Trust Merger Arbitrage Fund              

 

Security Description   Value Beginning of Period     Additions     Reductions     Net Realized Gain (Loss)     Change in Unrealized Appreciation (Depreciation)     Value End of Period     Dividend Income*  
Common Stocks                                                        
Specified Purpose Acquisitions - 35.9%                                                        
AA Mission Acquisition Corp. - Class A⁽¹⁾   $ -     $ 26,682,827     $ -     $ -     $ 39,772     26,722,599     $ -  
Agriculture & Natural Solutions Acquisition Corp. - Class A⁽¹⁾     -       57,814,324       (28,828,230 )     172,395       123,824       29,282,313       -  
AI Transportation Acquisition Corp.⁽¹⁾     -       5,227,159       -       -       80,552       5,307,711       -  
Aimei Health Technology Co., Ltd.⁽¹⁾     -       6,608,913       -       -       205,404       6,814,317       -  
Alchemy Investments Acquisition Corp. I - Class A⁽¹⁾     1,909,200       6,338,676       (59,200 )     -       330,295       8,518,971       -  
Alpha Partners Technology Merger Corp.⁽²⁾     15,515,620       -       (15,710,645 )     887,917       (692,892 )     -       -  
Alphatime Acquisition Corp.⁽¹⁾     -       4,382,964       -       -       100,161       4,483,125       -  
AlphaVest Acquisition Corp.     5,547,633       -       -       -       299,163       5,846,796       -  
Andretti Acquisition Corp. - Class A⁽²⁾     10,535,000       -       (10,779,980 )     535,606       (290,626 )     -       -  
AP Acquisition Corp. - Class A⁽²⁾     11,896,446       -       (12,459,231 )     923,379       (360,594 )     -       -  
Apollo Strategic Growth Capital II - Class A⁽²⁾     12,998,747       -       (13,106,121 )     490,781       (383,407 )     -       -  
APx Acquisition Corp. I - Class A⁽¹⁾     3,019,163       2,972,228       (184,689 )     -       577,256       6,383,958       -  
Ares Acquisition Corp. - Class A⁽²⁾   32,025,332     -     (32,113,679 )   1,041,246     (952,899 )   -       -  
Ares Acquisition Corp. II - Class A⁽¹⁾     22,373,770       24,166,100       (3,551,609 )     124,418       1,540,451       44,653,130       -  

51

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

First Trust Merger Arbitrage Fund - Continued                                      
                                       
    Value
Beginning of
Period
    Additions     Reductions     Net Realized
Gain (Loss)
    Change in Unrealized Appreciation (Depreciation)     Value
End of Period
    Dividend
Income*
 
Common Stocks                                                        
Specified Purpose Acquisitions - 35.9%                                                        
Battery Future Acquisition Corp. - Class A(2)     10,731,673       8,022,692       (18,782,991 )     105,717       (77,091 )     -       -  
Bayview Acquisition Corp. - Class A(1)     -       3,227,892       -       -       120,208       3,348,100       -  
Bayview Acquisition Corp.(1)     -       2,248,867       -       -       52,524       2,301,391       -  
BioPlus Acquisition Corp. - Class A(2)     11,440,574       -       (11,413,105 )     488,544       (516,013 )     -       -  
Black Hawk Acquisition Corp. - Class A(1)     -       6,204,940       -       -       45,590       6,250,530       -  
Bowen Acquisition Corp.(1)     -       6,104,292       -       -       172,364       6,276,656       -  
Bukit Jalil Global Acquisition I Ltd.(2)     4,831,600       342,598       (5,373,903 )     246,705       (47,000 )     -       -  
BurTech Acquisition Corp. - Class A(2)     5,558,161       2,406,761       (7,909,890 )     13,328       (68,360 )     -       -  
Cantor Equity Partners, Inc.(1)     -       6,882,761       -       -       6,510       6,889,271       -  
Cartesian Growth Corp. II(1)     11,337,862       8,805,431       (389,894 )     -       1,390,782       21,144,181       -  
Centurion Acquisition Corp.(1)     -       40,783,354       (17,360,520 )     64,090       21,961       23,508,885       -  
CF Acquisition Corp. VII - Class A(2)     12,329,664       -       (12,624,099 )     837,213       (542,778 )     -       -  
Chenghe Acquisition Co. - Class A(2)     7,590,141       1,118,190       (8,927,899 )     508,581       (289,013 )     -       -  
Chenghe Acquisition I Co.(1)     5,797,385       3,911,715       (5,887,169 )     37,555       319,138       4,178,624       -  
Chenghe Acquisition II Co.(1)     -       11,659,644       (4,605,726 )     20,996       12,553       7,087,467       -  
Churchill Capital Corp. V - Class A(2)     11,783,231       -       (11,778,793 )     381,875       (386,313 )     -       -  
Compass Digital Acquisition Corp. - Class A(2)     13,653,815       5,897,221       (19,850,675 )     719,614       (419,975 )     -       -  
Concord Acquisition Corp. II -
Class A(2)
    15,317,200       -       (15,805,413 )     708,906       (220,693 )     -       -  
Concord Acquisition Corp. III -
Class A(2)
    3,923,485       -       (3,941,925 )     11,248       7,192       -       -  
Constellation Acquisition Corp. I - Class A(2)     3,819,746       330,300       (3,810,199 )     -       (339,847 )     -       -  
Denali Capital Acquisition Corp. - Class A(2)     7,980,445       136       (7,980,445 )     160,130       (160,266 )     -       -  
DT Cloud Acquisition Corp.(1)     -       5,866,598       -       -       109,099       5,975,697       -  
DUET Acquisition Corp. - Class A(2)     4,898,925       -       (5,033,393 )     120,747       13,721       -       -  
Enphys Acquisition Corp. - Class A(2)     31,075,601       1,264,458       (32,454,634 )     726,029       (611,454 )     -       -  
Eureka Acquisition Corp.(1)     -       4,178,800       -       -       2,599       4,181,399       -  
Everest Consolidator Acquisition Corp. - Class A(2)     13,411,228       1       (13,764,538 )     423,979       (70,670 )     -       -  
Feutune Light Acquisition Corp. - Class A(2)     4,351,128       -       (4,463,410 )     113,406       (1,124 )     -       -  
Finnovate Acquisition Corp. - Class A(1)     3,295,140       4,347,472       (3,406,895 )     96,168       128,489       4,460,374       -  
Fintech Ecosystem Development Corp. - Class A(2)     7,980,011       -       (8,149,247 )     596,790       (427,554 )     -       -  
Flag Ship Acquisition Corp.(1)     -       5,612,350       (61 )     9       (38,222 )     5,574,076       -  
Forbion European Acquisition Corp. - Class A(2)     9,918,488       -       (9,881,356 )     154,884       (192,016 )     -       -  
FTAC Emerald Acquisition Corp. - Class A(2)     19,417,798       -       (19,719,289 )     360,114       (58,623 )     -       -  
Global Lights Acquisition Corp.(1)     -       5,419,973       -       -       147,833       5,567,806       -  
Global Partner Acquisition Corp. II - Class A(2)     2,166,065       1,139,602       (3,372,738 )     240,837       (173,766 )     -       -  
Goldenstone Acquisition Ltd.(2)     4,464,014       -       (4,667,608 )     235,766       (32,172 )     -       -  
GP Act III Acquisition - Class A (1)     -       785       -       -       (783 )     2       -  
GP Act III Acquisition - Class B(1)     -       245,295       -       -       (245,293 )     2       -  
GP Act III Acquisition Corp. - Class A(1)     -       23,542,563       -       -       112,933       23,655,496       -  
Graf Global Corp. - Class A(1)     -       22,399,408       (3,652,116 )     (2,604 )     38,511       18,783,199       -  
Haymaker Acquisition Corp. IV     12,205,892       9,499,712       (1,890,505 )     43,612       562,193       20,420,904       -  
Horizon Space Acquisition I Corp.(1)     1,118,368       5,109,380       (1,025,024 )     12,729       300,166       5,515,619       -  
Integrated Wellness Acquisition Corp. - Class A(1)     -       4,605,934       -       -       339,782       4,945,716       -  
Investcorp Europe Acquisition Corp. I - Class A(2)     10,430,330       1,037       (10,497,909 )     463,305       (396,763 )     -       -  
Israel Acquisitions Corp.     9,633,247       -       (29,878 )     1,774       563,656       10,168,799       -  
JVSPAC Acquisition Corp. - Class A(1)     -       5,341,523       -       -       138,543       5,480,066       -  
Keen Vision Acquisition Corp.     12,437,787       1,889,392       (1 )     -       700,012       15,027,190       -  
Kernel Group Holdings, Inc. - Class A(2)     5,532,490       322,704       (5,962,577 )     145,771       (38,388 )     -       -  
Launch One Acquisition Corp.(1)     -       18,629,844       (10 )     10       (23,421 )     18,606,423       -  
Learn CW Investment Corp. -
Class A(1)
    11,312,881       8,625,213       (15,264,533 )     632,909       14,525       5,320,995       19,460  
Legato Merger Corp. III(1)     -       18,430,798       (2,104,083 )     17,623       54,819       16,399,157       -  
Lionheart Holdings - Class A(1)     -       20,573,736       (1,829,944 )     (2,787 )     11,515       18,752,520       -  
Melar Acquisition Corp. I - Class A(1)     -       15,531,243       (1,153,134 )     (1,186 )     (495 )     14,376,428       -  
Mountain & Co. I Acquisition Corp. - Class A     7,595,672       13,525,013       (7,839,859 )     165,136       278,285       13,724,247       -  
Nabors Energy Transition Corp. II - Class A(1)     14,797,350       13,868,226       (1,782,375 )     41,911       858,896       27,784,008       -  
Oak Woods Acquisition Corp. - Class A     4,841,654       888,940       -       -       360,575       6,091,169       -  
Patria Latin American Opportunity Acquisition Corp. - Class A     17,365,585       4,484,895       (11,867,694 )     429,285       440,342       10,852,413       -  
Pearl Holdings Acquisition Corp. - Class A(2)     22,324,689       -       (22,554,774 )     765,585       (535,500 )     -       -  
Project Energy Reimagined Acquisition Corp. - Class A(2)     10,064,919       528,001       (11,103,745 )     592,671       (81,846 )     -       -  
PROOF Acquisition Corp. I -
Class A(2)
    5,609,556       -       (5,638,927 )     39,461       (10,090 )     -       -  

52 

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

First Trust Merger Arbitrage Fund - Continued                                      
Security Description   Value
Beginning
of Period
    Additions     Reductions     Net Realized
Gain
(Loss)
    Change in Unrealized Appreciation (Depreciation)     Value
End of Period
    Dividend
Income*
 
Common Stocks                                                  
Specified Purpose Acquisitions - 35.9%                                                  
Pyrophyte Acquisition Corp. - Class A(1)     862,796       9,673,567       (7,888 )     -       448,992       10,977,467       -  
RF Acquisition Corp. - Class A(2)     4,260,000       -       (4,289,176 )     337,176       (308,000 )     -       -  
RF Acquisition Corp. II(1)     -       9,429,668       -       -       74,965       9,504,633       -  
Rigel Resource Acquisition Corp. - Class A(2)     25,069,869       1,274,820       (27,575,204 )     2,001,163       (770,648 )     -       -  
Screaming Eagle Acquisition Corp. - Class A(2)     73,038,812       4,093,157       (78,796,979 )     3,923,409       (2,258,399 )     -       -  
SDCL EDGE Acquisition Corp. - Class A(2)     10,766,823       2,300,263       (13,606,701 )     888,206       (348,591 )     -       -  
SIM Acquisition Corp. I - Class A(1)     -       16,227,399       (10 )     10       9,058       16,236,457       -  
Slam Corp. - Class A(2)     40,324,293       8,381,291       (48,960,173 )     2,891,087       (2,636,498 )     -       -  
Spring Valley Acquisition Corp. II - Class A     22,218,432       9,682,407       (11,083,336 )     447,056       442,975       21,707,534       -  
TortoiseEcofin Acquisition Corp. III - Class A(2)     30,828,586       12,698,458       (44,167,796 )     899,098       (258,346 )     -       -  
Trajectory Alpha Acquisition Corp. - Class A(2)     4,198,995       -       (4,308,468 )     151,637       (42,164 )     -       -  
Valuence Merger Corp. I -
Class A(2)
    5,717,506       620,921       (6,552,262 )     384,712       (170,877 )     -       -  
Zalatoris II Acquisition Corp.(1)     -       6,500,644       (80,000 )     (244 )     300,173       6,720,573       -  
                                              545,808,394          
Rights                                                        
Specified Purpose Acquisitions - 0.0%                                                  
Flag Ship Acquisition Corp.(1)     -       -       (5,629 )     5,629       50,658       50,658       -  
                                              50,658          
Units                                                  
Specified Purpose Acquisitions - 1.2%                                                  
Centurion Acquisition Corp. - Class A(1)     -       775       -       -       (773 )     2       -  
Centurion Acquisition Corp. - Class B(1)     -       242,151       -       -       (242,149 )     2       -  
Haymaker Acquisition Corp. IV(2)     10       -       (10 )     10       (10 )     -       -  
HCM II Acquisition Corp.(1)     -       18,712,124       -       -       (22,952 )     18,689,172       -  
                                              18,689,176          
Warrants - 0.0%                                                  
AA Mission Acquisition Corp.(1)     -       -       -       -       80,008       80,008       -  
Haymaker Acquisition Corp. IV     137       -       -       -       (32 )     105       -  
Nabors Energy Transition Corp. II(1)     123,675       -       (132,795 )     9,120       59,814       59,814       -  
                                              139,927          
Total   $ 705,574,645     $ 557,850,526     $ (721,912,714 )   $ 26,832,247     $ (3,656,549 )   $ 564,688,155     $ 19,460  

 

* Net of foreign withholding taxes.

(1) Not an affiliate at the beginning of the period.

(2) Not an affiliate at the end of the period.

 

First Trust Merger Arbitrage Fund                        
Security Description   Shares
Beginning of
Period
    Additions     Reductions     Shares
End of Period
 
Common Stocks                                
Specified Purpose Acquisitions - 35.9%                                
AA Mission Acquisition Corp. - Class A(1)     -       2,666,926       -       2,666,926  
Agriculture & Natural Solutions Acquisition Corp. - Class A(1)     -       5,675,059       (2,845,850 )     2,829,209  
AI Transportation Acquisition Corp.(1)     -       506,461       -       506,461  
Aimei Health Technology Co., Ltd.(1)     -       649,911       -       649,911  
Alchemy Investments Acquisition Corp. I - Class A(1)     185,000       597,634       -       782,634  
Alpha Partners Technology Merger Corp.(2)     1,465,812       -       (1,465,812 )     -  
Alphatime Acquisition Corp.(1)     -       400,279       -       400,279  
AlphaVest Acquisition Corp.     524,847       -       -       524,847  
Andretti Acquisition Corp. - Class A(2)     980,000       -       (980,000 )     -  
AP Acquisition Corp. - Class A(2)     1,083,465       -       (1,083,465 )     -  
Apollo Strategic Growth Capital II - Class A(2)     1,236,798       -       (1,236,798 )     -  
APx Acquisition Corp. I - Class A(1)     275,220       264,878       -       540,098  
Ares Acquisition Corp. - Class A(2)     2,976,332       -       (2,976,332 )     -  
Ares Acquisition Corp. II - Class A(1)     2,178,556       2,249,632       (305,092 )     4,123,096  

53 

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

First Trust Merger Arbitrage Fund - Continued                        
                         
Security Description   Shares
Beginning of
Period
    Additions     Reductions     Shares
End of Period
 
Common Stocks                                
Specified Purpose Acquisitions - 35.9%                                
Battery Future Acquisition Corp. - Class A(2)     986,367       733,959       (1,416,367 )     303,959  
Bayview Acquisition Corp. - Class A(1)     -       320,086       -       320,086  
Bayview Acquisition Corp.(1)     -       223,003       -       223,003  
BioPlus Acquisition Corp. - Class A(2)     1,056,378       -       (1,056,378 )     -  
Black Hawk Acquisition Corp. - Class A(1)     -       611,000       -       611,000  
Bowen Acquisition Corp.(1)     -       583,875       -       583,875  
Bukit Jalil Global Acquisition I Ltd.(2)     470,000       32,661       (502,661 )     -  
BurTech Acquisition Corp. - Class A(2)     525,843       215,853       (19,886 )     721,810  
Cantor Equity Partners, Inc.(1)     -       687,552       -       687,552  
Cartesian Growth Corp. II(1)     1,049,802       795,240       -       1,845,042  
Centurion Acquisition Corp.(1)     -       4,078,183       (1,729,643 )     2,348,540  
CF Acquisition Corp. VII - Class A(2)     1,152,305       -       (1,128,179 )     24,126  
Chenghe Acquisition Co. - Class A(2)     700,844       102,031       (802,875 )     -  
Chenghe Acquisition I Co.(1)     527,035       360,536       (527,034 )     360,537  
Chenghe Acquisition II Co.(1)     -       1,165,806       (458,474 )     707,332  
Churchill Capital Corp. V - Class A(2)     1,133,003       -       (1,133,003 )     -  
Compass Digital Acquisition Corp. - Class A(2)     1,301,603       561,575       (1,863,178 )     -  
Concord Acquisition Corp. II - Class A(2)     1,490,000       -       (1,490,000 )     -  
Concord Acquisition Corp. III - Class A(2)     369,443       -       (369,443 )     -  
Constellation Acquisition Corp. I - Class A(2)     354,008       30,000       -       384,008  
Denali Capital Acquisition Corp. - Class A(2)     730,810       -       (730,810 )     -  
DT Cloud Acquisition Corp.(1)     -       579,602       -       579,602  
DUET Acquisition Corp. - Class A(2)     457,416       -       (457,416 )     -  
Enphys Acquisition Corp. - Class A(2)     2,959,581       117,449       (3,077,030 )     -  
Eureka Acquisition Corp.(1)     -       415,646       -       415,646  
Everest Consolidator Acquisition Corp. - Class A(2)     1,239,485       -       (1,239,485 )     -  
Feutune Light Acquisition Corp. - Class A(2)     407,409       -       (407,409 )     -  
Finnovate Acquisition Corp. - Class A(1)     302,584       386,942       (304,014 )     385,512  
Fintech Ecosystem Development Corp. - Class A(2)     750,001       -       (750,001 )     -  
Flag Ship Acquisition Corp.(1)     -       556,301       (6 )     556,295  
Forbion European Acquisition Corp. - Class A(2)     905,798       -       (905,798 )     -  
FTAC Emerald Acquisition Corp. - Class A(2)     1,856,386       -       (1,856,386 )     -  
Global Lights Acquisition Corp.(1)     -       532,295       -       532,295  
Global Partner Acquisition Corp. II - Class A(2)     200,006       -       (200,006 )     -  
Goldenstone Acquisition Ltd.(2)     416,808       -       (416,808 )     -  
GP Act III Acquisition - Class A (1)     -       196,235       -       196,235  
GP Act III Acquisition - Class B(1)     -       245,295       -       245,295  
GP Act III Acquisition Corp. - Class A(1)     -       2,351,441       -       2,351,441  
Graf Global Corp. - Class A(1)     -       2,241,954       (365,473 )     1,876,481  
Haymaker Acquisition Corp. IV     1,200,186       897,700       (182,229 )     1,915,657  
Horizon Space Acquisition I Corp.(1)     106,107       479,829       (93,470 )     492,466  
Integrated Wellness Acquisition Corp. - Class A(1)     -       419,484       -       419,484  
Investcorp Europe Acquisition Corp. I - Class A(2)     958,670       89       (457,631 )     501,128  
Israel Acquisitions Corp.     913,104       -       (2,737 )     910,367  
JVSPAC Acquisition Corp. - Class A(1)     -       529,987       -       529,987  
Keen Vision Acquisition Corp.     1,215,815       180,764       -       1,396,579  
Kernel Group Holdings, Inc. - Class A(2)     521,933       30,019       (551,952 )     -  
Launch One Acquisition Corp.(1)     -       1,866,242       (1 )     1,866,241  
Learn CW Investment Corp. - Class A(1)     1,066,247       786,972       (1,369,052 )     484,167  
Legato Merger Corp. III(1)     -       1,817,195       (208,646 )     1,608,549  
Lionheart Holdings - Class A(1)     -       2,058,343       (183,091 )     1,875,252  
Melar Acquisition Corp. I - Class A(1)     -       1,553,794       (115,432 )     1,438,362  
Mountain & Co. I Acquisition Corp. - Class A     678,185       1,176,344       (686,508 )     1,168,021  
Nabors Energy Transition Corp. II - Class A(1)     1,455,000       1,316,466       (162,639 )     2,608,827  
Oak Woods Acquisition Corp. - Class A     463,760       84,500       -       548,260  
Patria Latin American Opportunity Acquisition Corp. - Class A     1,580,126       409,780       (1,055,159 )     934,747  
Pearl Holdings Acquisition Corp. - Class A(2)     2,082,527       -       (2,082,527 )     -  
Project Energy Reimagined Acquisition Corp. - Class A(2)     960,393       50,000       (1,010,393 )     -  
PROOF Acquisition Corp. I - Class A(2)     522,305       -       (522,305 )     -  

54 

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

First Trust Merger Arbitrage Fund - Continued                        
Security Description   Shares
Beginning of
Period
    Additions     Reductions     Shares
End of Period
 
Common Stocks                                
Specified Purpose Acquisitions - 35.9%                                
Pyrophyte Acquisition Corp. - Class A(1)     79,083       874,650       -       953,733  
RF Acquisition Corp. - Class A(2)     400,000       -       (400,000 )     -  
RF Acquisition Corp. II(1)     -       939,193       -       939,193  
Rigel Resource Acquisition Corp. - Class A(2)     2,302,100       116,052       (2,418,152 )     -  
Screaming Eagle Acquisition Corp. - Class A(2)     6,982,678       382,542       (7,365,220 )     -  
SDCL EDGE Acquisition Corp. - Class A(2)     1,015,738       214,018       (1,229,756 )     -  
SIM Acquisition Corp. I - Class A(1)     -       1,625,272       (1 )     1,625,271  
Slam Corp. - Class A(2)     3,740,658       760,287       (3,740,658 )     760,287  
Spring Valley Acquisition Corp. II - Class A     2,076,489       878,038       (1,021,532 )     1,932,995  
TortoiseEcofin Acquisition Corp. III - Class A(2)     2,941,659       1,164,845       (4,106,504 )     -  
Trajectory Alpha Acquisition Corp. - Class A(2)     399,144       -       (399,144 )     -  
Valuence Merger Corp. I - Class A(2)     514,627       55,680       (570,307 )     -  
Zalatoris II Acquisition Corp.(1)     -       610,054       (7,312 )     602,742  
                                 
Rights                                
Specified Purpose Acquisitions - 0.0%                                
Flag Ship Acquisition Corp.(1)     -       511,700       (51,170 )     460,530  
                                 
Units                                
Specified Purpose Acquisitions - 1.2%                                
Centurion Acquisition Corp. - Class A(1)     -       193,720       -       193,720  
Centurion Acquisition Corp. - Class B(1)     -       242,151       -       242,151  
Haymaker Acquisition Corp. IV(2)     1       -       (1 )     -  
HCM II Acquisition Corp.(1)     -       1,870,788       -       1,870,788  
                                 
                                 
Warrants - 0.0%                                
AA Mission Acquisition Corp.(1)     -       1,333,463       -       1,333,463  
Haymaker Acquisition Corp. IV     653       -       -       653  
Nabors Energy Transition Corp. II(1)     727,500       -       (62,900 )     664,600  
Total     67,153,633       56,565,261       (64,157,541 )     59,561,353  

 

(1) Not an affiliate at the beginning of the period.
(2) Not an affiliate at the end of the period.

55 

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

First Trust Multi Strategy Fund                                      
    Value
Beginning of Period
    Additions     Reductions     Net Realized
Gain (Loss)
    Change in Unrealized Appreciation (Depreciation)     Value
End of Period
    Dividend Income*  
Collateralized Loan Obligations - 0.4%                                                  
Palmer Square CLO Ltd.(1)   $ -     $ 2,004,400     $ (14 )   $         -     $ (4,386 )   $ 2,000,000     $       -  
Palmer Square Loan Funding Ltd.     78,750       -       (81,883 )     -       3,133       -       -  
Total   $ 78,750     $ 2,004,400     $ (81,897 )   $ -     $ (1,253 )   $ 2,000,000     $ -  

 

First Trust Multi Strategy Fund                        
    Shares
Beginning of
Period
    Purchases     Sales     Shares
End of Period
 
Palmer Square CLO Ltd.(1)     -       2,000,000       -       2,000,000  
Palmer Square Loan Funding Ltd.     500,000       -       -       500,000  
Total     500,000       2,000,000       -       2,500,000  

 

* Net of foreign withholding taxes.
(1) Not an affiliate at the beginning of the period.

 

Note 14 – Market Disruption and Geopolitical Risks

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

 

Note 15 - Investments by Other Registered Investment Companies

For purposes of the 1940 Act, each Fund is treated as a registered investment company. Section 12(d)(1) of the 1940 Act restricts investments by investment companies in the securities of other investment companies, including shares of the Fund. Rule 12d1-4 of the 1940 Act permits other investment companies to invest in the Funds beyond the limits in Section 12(d)(1), subject to certain terms and conditions, including that such investment companies enter into an agreement with the Fund.

 

Note 16 – New Accounting Pronouncements and Regulatory Updates

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

 

Note 17 – 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.

56 

 

First Trust Capital Management Funds

NOTES TO FINANCIAL STATEMENTS - Continued

September 30, 2024

 

 

Effective November 18, 2024, the Merger Arbitrage Fund has lowered the maximum sales charge for Class A shares from 5.75% to 4.50% and revised the sales charge and dealer reallowance schedules with respect to Class A Shares of the Merger Arbitrage Fund, which vary by the amount invested. In connection with these revisions, no sales charge is applied to investments in Class A Shares of $250,000 or more (previously, $1 million or more); however, to the extent a finder’s fee was paid, a contingent deferred sales charge will be imposed on certain redemptions of such shares within 12 months of the date of purchase. In addition, the amount of such contingent deferred sales charge is lowered from 1.00% to 0.50%.

 

Effective November 18, 2024, the redemption fee for the Merger Arbitrage Fund was removed.

 

Effective November 18, 2024, the minimum initial investment for the Merger Arbitrage Fund’s Class I shares was lowered from $500,000 to $100,000 and the minimum initial investment for the Merger Arbitrage Fund’s Class A shares was increased from $1,000 to $5,000.

 

Effective November 18, 2024, the Funds’ Class C shares will convert automatically to Class A shares of the Fund on a monthly basis in the month of the 7-year anniversary (or the following month if the 7-year anniversary is after the last business day of the month) of the Class C shares’ purchase date.

 

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

57 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of Investment Managers Series Trust II and

Shareholders of First Trust Capital Management Funds

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of First Trust Merger Arbitrage Fund and First Trust Multi-Strategy Fund (the “Funds”), each a series of Investment Managers Series Trust II (the “Trust”), including the schedules of investments, as of September 30, 2024, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for the periods indicated thereon, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of September 30, 2024, the results of their operations and their cash flows 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 the periods indicated thereon, 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 2013.

 

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.

 

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 September 30, 2024 by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies were not received. We believe that our audits provide a reasonable basis for our opinion.

 

 
  TAIT, WELLER & BAKER LLP

 

Philadelphia, Pennsylvania

November 29, 2024

58 

 

First Trust Capital Management Funds

SUPPLEMENTAL INFORMATION (Unaudited) 

 

 

Qualified Dividend Income

For the year ended September 30, 2024, 4.87% and 1.28% of dividends to be paid from net investment income, including short-term capital gains (if any) from the Merger Arbitrage Fund and Multi-Strategy Fund, respectively, are designated as qualified dividend income.

 

Corporate Dividends Received Deduction

For the year ended September 30, 2024, 5.71% and 1.03% of the dividends to be paid from net investment income, including short-term capital gains (if any) from the Merger Arbitrage Fund and Multi-Strategy Fund, respectively, are designated as dividends received deduction available to corporate shareholders.

59 

 

 

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

Not applicable.

 

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

 

Shareholder meeting results

A special meeting of shareholders of the First Trust Multi-Strategy Fund, a series of Investment Managers Series Trust II was held on February 22, 2024 (the "Meeting"). The Meeting was held for the following purposes:

 

Proposal 1: To Approve a new investment sub-advisory agreement between First Trust Capital Management L.P. and Vest Financial LLC with respect to the Fund. The results of voting were as follows:

 

    Shares Voted  
For   2,987,710  
Against   49,405  
Abstain   601,115  
Total   3,638,230  

 

Proposal 2: To Approve to modified manager-of-managers structure for the Fund that would permit First Trust Capital Management L.P. to enter into and materially amend sub-advisory agreements with affiliated sub-advisors, in addition to unaffiliated sub-advisors, without obtaining shareholder approval. The results of voting were as follows:

 

    Shares Voted  
For   2,934,054  
Against   100,329  
Abstain   603,848  
Total   3,638,231  

 

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

 

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

 

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

 

Board Consideration of the Investment Advisory Agreement, Amended Sub-Advisory Agreement, and Amended Investment Advisory Agreement

At an in-person meeting held on April 17, 2024 (the “April Meeting”), the Board of Trustees (the “Board”) of Investment Managers Series Trust II (the “Trust”), including the trustees who are not “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), reviewed and unanimously approved the renewal of the investment advisory agreement (the “Advisory Agreement”) between the Trust and First Trust Capital Management L.P. (the “Advisor”) for an additional one-year term from when it otherwise would expire, with respect to the following series of the Trust (each a “Fund” and together, the “Funds”):

 

First Trust Merger Arbitrage Fund (the “Merger Arbitrage Fund”), and

First Trust Multi-Strategy Fund (the “Multi-Strategy Fund”).

60

 

 

At the April Meeting, the Board, including the Independent Trustees, also reviewed and unanimously approved an amended and restated sub-advisory agreement (the “Amended Sub-Advisory Agreement”) between the Advisor and Vest Financial, LLC (“Vest Financial”) with respect to the Multi-Strategy Fund, in connection with a proposal by the Advisor to change the fee split between the Advisor and Vest Financial. The Amended Sub-Advisory Agreement would be identical in all material respects to the existing sub-advisory agreement between the Advisor and Vest Financial with respect to the Multi-Strategy Fund (the “Sub-Advisory Agreement”), except that under the Sub-Advisory Agreement, the Advisor retains a fee equal to 0.85% of the Fund’s average daily net assets and Vest Financial receives a fee equal to 0.35% of the Fund’s average daily net assets, and under the Amended Sub-Advisory Agreement, the Advisor would retain a fee equal to 0.90% of the Fund’s average daily net assets and Vest Financial would receive a fee equal to 0.30% of the Fund’s average daily net assets. The Sub-Advisory Agreement had been approved for an initial two-year term at the Board’s meeting held on November 21, 2023.

 

At an in-person meeting held on July 23-24, 2024 (the “July Meeting”), the Board, including the Independent Trustees, reviewed and unanimously approved an amended and restated investment advisory agreement (the “Amended Advisory Agreement”) between the Trust and the Advisor with respect to the Merger Arbitrage Fund, in connection with a proposal by the Advisor to add breakpoints in the Fund’s advisory fee at $2 billion in assets, at which point the advisory fee would be reduced from 1.25% to 1.20%, and at $3 billion in assets, at which point the advisory fee would be reduced from 1.20% to 1.15%.

 

In approving renewal of the Advisory Agreement, approving the Amended Sub-Advisory Agreement, and approving the Amended Advisory Agreement, the Board, including the Independent Trustees, determined that each such renewal and approval was in the best interests of each Fund and its shareholders, as applicable.

 

Advisory Agreement

 

Background

In advance of the April Meeting, the Board received information about the Funds and the Advisory Agreement from the Advisor and from Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the organization and financial condition of the Advisor; information regarding the background, experience, and compensation structure of relevant personnel providing services to the Funds; information about the Advisor’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; information regarding the profitability of the Advisor’s overall relationship with each Fund; 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 January 31, 2024; 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 and the Independent Trustees discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed renewal of the Advisory Agreement. In addition, the Board considered information reviewed by the Board during the year at other Board and Board committee meetings. No representatives of the Advisor were present during the Board’s consideration of the Advisory Agreement, and the Independent Trustees were represented by their legal counsel with respect to the matters considered.

 

In renewing the 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.

 

Nature, Extent, and Quality of Services

With respect to the performance results of each Fund, the meeting materials indicated the following:

61

 

 

The Merger Arbitrage Fund’s annualized total returns for the three- and five-year periods were above the Peer Group and Event Driven Fund Universe median returns and the Bloomberg U.S. Aggregate Bond Index returns. The Fund’s total return for the one-year period was above the Bloomberg Index return, but below the Peer Group and Fund Universe median returns by 0.12% and 1.29%, respectively. The Trustees 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 quartile of the funds (which is the most favorable) in the Peer Group and Fund Universe for the one-, three-, and five-year periods.

 

The Multi-Strategy Fund’s annualized total returns for the one-, five-, and ten-year periods were above the Peer Group and Multistrategy Fund Universe median returns and the ICE BofA 3-Month U.S. Treasury Bill Index returns. For the three-year period, the Fund’s annualized total return was above the ICE BofA Index return, but below the Fund Universe and Peer Group median returns by 0.11% and 0.17%, respectively. The Trustees 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 quartile of funds (which is the most favorable) in the Peer Group and Fund Universe for the one- and three-year periods; and its risk-adjusted returns, as measured by its Sharpe ratio, ranked it in the first quartile of the funds in the Peer Group and Fund Universe for the one- and ten-year periods.

 

The Board also considered the overall quality of services provided by the Advisor to the Funds. In doing so, the Board considered the Advisor’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 the Advisor, as well as its compliance structure and compliance procedures. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by the Advisor to the Funds were satisfactory.

 

Advisory Fees and Expense Ratios

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

 

The Merger Arbitrage Fund’s annual investment advisory fee (gross of fee waivers) was above the Peer Group and Event Driven Fund Universe medians by 0.138% and 0.15%, respectively. The Board considered that the Advisor manages assets for (i) a private fund, (ii) a sub-advised account in an ETF, (iii) a separately managed account within the Fund, and (iv) a separately managed account in a closed-end multi-strategy fund, each with similar objectives and policies as the Fund. The Board noted that each of those accounts has different restrictions than the Fund with respect to position sizing, restricted securities/sectors, and leverage, and as a result, those accounts have differing fee structures. The Board observed that the Fund’s advisory fee was higher than each of those other accounts, but considered that (i) the private fund pays only a performance-based fee and therefore could pay higher overall fees than the Fund, depending on the private fund’s performance; (ii) the ETF charges a unitary management fee and the Advisor is paid 50% of that fee minus the ETF’s expenses for sub-advisory services; (iii) the Advisor’s management fee for managing the arbitrage sleeve within the Fund is effectively the Advisor’s advisory fee after paying the Fund’s sub-advisors; and (iv) the Advisor’s management fee for the closed-end multi-strategy fund is effectively the Advisor’s advisory fee after paying the fund’s sub-advisors. The Board also observed that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the private fund that the Advisor manages. The Board also noted that the Fund’s advisory fee was within the range of the advisory fee paid by the Multi-Strategy Fund.

 

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were slightly higher than both the Peer Group and Fund Universe medians by 0.01%. The Trustees considered that the Fund’s total net expenses were not in the highest quartile of those funds in the Peer Group or the Fund Universe.

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The Multi-Strategy Fund’s annual investment advisory fee (gross of fee waivers) was below the Peer Group median, but slightly higher than the Multistrategy Fund Universe median by 0.01%. The Board observed that the Advisor charges a lower advisory fee to one other registered fund with a multialternative strategy that has similar objectives and policies as the Fund, and noted the Advisor’s assertion that the lower advisory fee is appropriate for that fund due to its fund-of-funds structure. The Board also considered that the Fund’s advisory fee was lower than the advisory fee paid by the Merger Arbitrage 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 median, but higher than the Fund Universe median by 0.12%. The Trustees noted, however, that the average net assets of the Fund’s class considered by Broadridge were significantly lower than the average net assets of corresponding classes of funds in the Fund Universe.

 

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

 

Profitability, Benefits to the Advisor, and Economies of Scale

The Board next considered information prepared by the Advisor relating to its costs and profits with respect to each Fund for the year ended January 31, 2024, noting that the Advisor had agreed to maintain an expense limitation arrangement for each Fund through January 31, 2025. 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 concluded that the profits of the Advisor from its relationship with each Fund were reasonable.

 

The Board also considered the benefits received by the Advisor as a result of its relationship with the Funds, other than the receipt of its investment advisory fees, including any research received from broker-dealers providing execution services to the Merger Arbitrage Fund, the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Advisor’s compliance program, the intangible benefits of the Advisor’s association with the Funds generally, and any favorable publicity arising in connection with the Funds’ performance. With respect to the Merger Arbitrage Fund, the Board noted that although there were no advisory fee breakpoints, the Fund’s capacity is likely to be constrained based on the investment objectives and strategies of the Fund and therefore, the Advisor did not expect to realize economies of scale with respect to the Fund. With respect to the Multi-Strategy Fund, the Board noted that although there were no advisory fee breakpoints, the asset level of the 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 was in the best interests of each Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement with respect to each Fund.

 

Amended Sub-Advisory Agreement

 

At the April Meeting, the Board also considered the Amended Sub-Advisory Agreement between the Advisor and Vest Financial with respect to the Multi-Strategy Fund. The Board recalled that it had initially approved the Sub-Advisory Agreement between the Advisor and Vest Financial at its meeting on November 21, 2023, that Vest Financial had replaced Glenmede Investment Management, LP (“Glenmede”) as one of the Fund’s sub-advisors, and that pursuant to the Sub-Advisory Agreement, Vest Financial received a sub-advisory fee of 0.35%, which was the same sub-advisory fee previously earned by Glenmede. In considering the Amended Sub-Advisory Agreement, the Board noted that the Advisor had initially negotiated a 0.30% sub-advisory fee with Vest Financial, but that the Board did not approve that lower sub-advisory fee when it initially approved the Sub-Advisory Agreement because it had not received prior notice of and the reasons supporting the lower sub-advisory fee. The Board noted that the Advisor was now recommending the change to the fee split between the Advisor and Vest Financial, and the Board considered the Advisor’s assertions that (i) the Advisor had heightened oversight and increased participation in the decision-making process and interactions with Vest Financial with respect to its portfolio, relative to Glenmede’s management of the portfolio; (ii) given the Fund’s significant growth in assets over the past year and the Advisor’s ability to add and replace sub-advisors pursuant to its manager of manager’s exemptive order, the Advisor may need to engage additional sub-advisors, which would require increased work to manage portfolio allocations and provide oversight, and that although some sub-advisors may receive a higher sub-advisory fee, the Advisor’s advisory fee would not change; and (iii) the proposed sub-advisory fee reduction from 0.35% to 0.30% would have a modest impact on the advisory fee received by the Advisor.

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The Board and the Independent Trustees concluded that based on the factors they had reviewed, the proposed compensation payable to Vest Financial under the Amended Sub-Advisory Agreement would be fair and reasonable in light of the nature and quality of the services Vest Financial provides to the Multi-Strategy Fund. Based on these and other factors, the Board and the Independent Trustees concluded that approval of the Amended Sub-Advisory Agreement was in the best interests of the Fund and its shareholders and, accordingly, approved the Amended Sub-Advisory Agreement.

 

Amended Advisory Agreement

 

Background

In advance of the July Meeting, the Board received information about the Merger Arbitrage Fund and the Amended Advisory Agreement from the Advisor and from Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the organization and financial condition of the Advisor; information regarding the background, experience, and compensation structure of relevant personnel providing services to the Fund; information about the Advisor’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; information regarding the profitability of the Advisor’s overall relationship with the Fund; reports comparing the performance of the Fund with returns of the Bloomberg U.S. Aggregate Bond Index, the Peer Group and the Event Driven Fund Universe for the one-, three-, and five-year periods ended January 31, 2024; and reports comparing the proposed investment advisory fee and total expenses of the Fund with those of the Peer Group and Fund Universe. The Board also received a memorandum from legal counsel to the Trust and the Independent Trustees discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed approval of the Amended 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 Advisor were present during the Board’s consideration of the Amended Advisory Agreement, and the Independent Trustees were represented by their legal counsel with respect to the matters considered.

 

In approving the Amended 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.

 

Nature, Extent, and Quality of Services

With respect to the performance results of the Merger Arbitrage Fund, the meeting materials indicated that the Fund’s annualized total returns for the three- and five-year periods were above the Peer Group and Event Driven Fund Universe median returns and the Bloomberg U.S. Aggregate Bond Index returns. The Fund’s total return for the one-year period was above the Bloomberg Index return, but below the Peer Group and Fund Universe median returns by 0.12% and 1.29%, respectively. The Trustees 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 quartile of the funds (which is the most favorable) in the Peer Group and Fund Universe for the one-, three-, and five-year periods.

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The Board also considered the overall quality of services provided by the Advisor to the Merger Arbitrage Fund. In doing so, the Board considered the Advisor’s specific responsibilities in all aspects of day-to-day management and oversight of the Fund, as well as the qualifications, experience, and responsibilities of the personnel involved in the day-to-day activities of the Fund. The Board also considered the overall quality of the Advisor’s organization and operations, the Advisor’s commitment to the maintenance and growth of the Fund’s assets, and the Advisor’s compliance structure and compliance procedures.

 

The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by the Advisor to the Fund were satisfactory.

 

Advisory Fee and Expense Ratio

With respect to the proposed investment advisory fee to be paid by the Merger Arbitrage Fund, the meeting materials indicated that the proposed advisory fee (gross of fee waivers) was above the Peer Group and Fund Universe medians by 0.088% and 0.10%, respectively. The Board considered that the Advisor manages assets for (i) a private fund, (ii) a sub-advised account in an ETF, (iii) a separately managed account within the Multi-Strategy Fund, and (iv) a separately managed account in a closed-end multi-strategy fund, each with similar objectives and policies as the Fund. The Board noted that each of those accounts has different restrictions than the Fund with respect to position sizing, restricted securities/sectors, and leverage, and as a result, those accounts have differing fee structures. The Board observed that the Fund’s proposed advisory fee was higher than each of those other accounts, but considered that (i) the private fund pays only a performance-based fee and therefore could pay higher overall fees than the Fund, depending on the private fund’s performance; (ii) the ETF charges a unitary management fee and the Advisor is paid 50% of that fee minus the ETF’s expenses for sub-advisory services; (iii) the Advisor’s management fee for managing the arbitrage sleeve within the Multi-Strategy Fund is effectively the Advisor’s advisory fee after paying the Fund’s sub-advisors; and (iv) the Advisor’s management fee for the closed-end multi-strategy fund is effectively the Advisor’s advisory fee after paying the fund’s sub-advisors. The Board also observed that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the private fund that the Advisor manages. The Board also noted that the Fund’s proposed advisory fee was within the range of the advisory fee paid by the Multi-Strategy Fund.

 

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were slightly higher than both the Peer Group and Fund Universe medians by 0.01%. The Trustees considered that the Fund’s total net expenses were not in the highest quartile of those funds in the Peer Group or the Fund Universe.

 

The Board and the Independent Trustees concluded that based on the factors they had reviewed, the proposed compensation payable to the Advisor under the Amended Advisory Agreement would be fair and reasonable in light of the nature and quality of the services the Advisor provides to the Fund.

 

Profitability, Benefits to the Advisor, and Economies of Scale

The Board next considered information prepared by the Advisor relating to its costs and profits with respect to the Fund for the year ended January 31, 2024, noting that the Advisor had agreed to maintain an expense limitation arrangement for the Fund through January 31, 2025. 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 concluded that the profits of the Advisor from its relationship with the Fund were reasonable.

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The Board also considered the benefits received by the Advisor as a result of its relationship with the Fund, other than the receipt of its investment advisory fee, including any research received from broker-dealers providing execution services to the Fund, the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Advisor’s compliance program, the intangible benefits of the Advisor’s association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance. The Board further considered the extent to which the Advisor may realize economies of scale as the Fund grows larger, and if such economies of scale exist, whether they have been appropriately shared with the Fund and its shareholders. In this regard, the Board considered previous discussions with the Advisor about the Fund’s capacity constraints based on the investment objectives and strategies of the Fund and that the Advisor did not expect to realize economies of scale with respect to the Fund. Based on its review, the Board concluded that the proposed fee structure, taking into account the advisory fee breakpoints, was acceptable and reflected the Advisor’s willingness to share potential economies of scale with the Fund’s shareholders.

 

Conclusion

Based on these and other factors, the Board and the Independent Trustees concluded that approval of the Amended Advisory Agreement was in the best interests of the Fund and its shareholders and, accordingly, approved the Amended Advisory Agreement.

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

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

 

Item 16. Controls and Procedures.

 

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

 

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

 

 

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

 

Not applicable to open-end investment companies.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a) Not Applicable.

 

(b) Not Applicable.

 

Item 19. Exhibits.

 

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

 

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

 

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

 

(a) (4) Not Applicable.

 

(a) (5) Not Applicable.

 

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

 
 

SIGNATURES

 

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

 

(Registrant) Investment Managers Series Trust II  
     
By (Signature and Title) /s/ Terrance Gallagher  
  Terrance Gallagher, President and Principal Executive Officer  
     
Date 12/9/2024  

 

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/ Terrance Gallagher  
  Terrance Gallagher, President and Principal Executive Officer  
     
Date 12/9/2024  
     
By (Signature and Title) /s/ Rita Dam  
  Rita Dam, Treasurer and Principal Financial Officer  
     
Date 12/9/2024