EDGAR HTML

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number

811-08544

Investment Managers Series Trust III

(Exact name of registrant as specified in charter)

235 West Galena Street

Milwaukee, Wisconsin 53212

(Address of Principal Executive Offices, including Zip Code)

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, California 91740

(Name and Address of Agent for Service)

COPIES TO:

Laurie Anne Dee

Morgan, Lewis & Bockius LLP

600 Anton Boulevard, Suite 1800

Costa Mesa, California 92626

Registrant's telephone number, including area code:

(626) 385-5777

Date of fiscal year end:

September 30

Date of reporting period:

September 30, 2025

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:

FPA New Income Fund

Institutional Class/FPNIX

ANNUAL SHAREHOLDER REPORT | September 30, 2025

This annual shareholder report contains important information about the FPA New Income Fund (“Fund”) for the period of October 1, 2024 to September 30, 2025. You can find additional information about the Fund at https://fpa.com/funds/overview/new-income. You can also request this information by contacting us at (800) 638-3060.

Fund Expenses

(Based on a hypothetical $10,000 investment)

Fund (Class)	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
FPA New Income Fund (Institutional Class/FPNIX)	$46	0.45%

Management’s Discussion of Fund Performance

How did the Fund perform over the reporting period?

For the twelve-month period ending September 30, 2025, the FPA New Income Fund’s Institutional Class (“Fund”) net return was 5.00%, which includes reinvestment of all distributions.

What affected the Fund’s performance?

During the 12 months ending September 30, 2025, Treasury yields decreased for maturities up to two years, driven by cuts to the Fed Funds rate and expectations of further cuts. Treasury yields for maturities greater than two years increased over the 12 months ending September 30, 2025. Spreads on investment grade and high yield rated debt decreased. Due to low spreads, we largely focused on buying longer-duration, High Quality bonds (rated single-A or higher) we believe will enhance both the Fund’s long-term returns and short-term upside-versus-downside return profile. Over the past 12 months, the Fund’s duration has increased from 3.2 years to 3.3 years. We seek to opportunistically invest in Credit when we believe prices adequately compensate for the risk of permanent impairment of capital and near-term mark-to-market risk. The Fund’s exposure to investments rated BBB or lower decreased as decreasing spreads in that part of the market generally made these investments unattractive.

Fund performance can be attributed to the following:^[1]

The largest contributors to performance during the 12 months ending September 30, 2025:

• Agency-guaranteed residential mortgage pools

• Corporates

• Asset-backed securities (ABS) backed by equipment

The only detractor from performance was ABS backed by credit card receivables (part of ABS Other sector). While there were individual investments that detracted from performance during the fiscal year, there were no other meaningful detractors from performance at the sector level.

^[1] This information is not a recommendation for a specific security or sector and these securities/sectors may not be in the Fund at the time you receive this report. The information provided does not reflect all positions purchased, sold or recommended by FPA during the quarter. The portfolio holdings as of the most recent quarter-end may be obtained at https://fpa.com. Past performance is no guarantee, nor is it indicative, of future results.

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

AVERAGE ANNUAL TOTAL RETURN	1 Year	5 Years	10 Years
FPA New Income Fund (Institutional Class/FPNIX)	5.00%	3.23%	2.88%
Bloomberg US Aggregate Bond Index	2.88%	-0.45%	1.84%
Consumer Price Index Seasonally Adjusted + 100 bps	4.11%	5.58%	4.20%

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.

Visit https://fpa.com/funds/performance/new-income for the most recent performance information.

Key Fund Statistics

The following table outlines key fund statistics that you should pay attention to.

Fund net assets	$10,288,577,158
Total number of portfolio holdings	358
Total advisory fees paid (net)	$33,443,026
Portfolio turnover rate as of the end of the reporting period	41%

Graphical Representation of Holdings

The tables below show the investment makeup of the Fund, representing percentage of the total net assets of the Fund. The Top Ten Holdings and Sector Allocation exclude short-term holdings, if any. The Top Ten Holdings table may not reflect the total exposure to an issuer. Interest rates presented in the Top Ten Holdings are as of the reporting period end. The Sector Allocation chart represents Bonds & Debentures of the Fund.

Top Ten Holdings

U.S. Treasury Note, 3.875%, 6/30/2030	11.5%
U.S. Treasury Note, 3.625%, 8/31/2030	3.1%
U.S. Treasury Note, 3.625%, 9/30/2030	1.4%
PHI Group, Inc.	1.2%
Fortress Credit Opportunities Ltd., Series 2017-9A, Class A1TR, 6.129%, 10/15/2033	1.2%
Fannie Mae Pool, 1.000%, 3/1/2037	1.1%
U.S. Treasury Note, 4.625%, 9/30/2030	1.1%
Verizon Master Trust, Series 2024-2, Class A, 4.830%, 12/22/2031	0.8%
Federal Home Loan Mortgage Corp., Series K096, Class A2, 2.519%, 7/25/2029	0.8%
Ford Credit Floorplan Master Owner Trust, Series 2018-4, Class A, 4.060%, 11/15/2030	0.8%

Asset Allocation

Graphical Representation - Allocation 1 Chart

Sector Allocation

Graphical Representation - Allocation 2 Chart

Material Fund Changes

The Fund did not have any material changes that occurred since the beginning of the reporting period.

Changes in and Disagreements with Accountants

There were no changes in or disagreements with the Fund's accountants during the reporting period.

Availability of Additional Information

You can find additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information at https://fpa.com/funds/overview/new-income. You can also request this information by contacting us at (800) 638-3060.

Householding

In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name, or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call (800) 638-3060 and we will begin sending you separate copies of these materials within 30 days after receiving your request.

FPA New Income Fund - Institutional Class

FPA New Income Fund

Investor Class/FPNRX

ANNUAL SHAREHOLDER REPORT | September 30, 2025

Fund Expenses

(Based on a hypothetical $10,000 investment)

Fund (Class)	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
FPA New Income Fund (Investor Class/FPNRX)	$56	0.55%

Management’s Discussion of Fund Performance

How did the Fund perform over the reporting period?

For the twelve-month period ending September 30, 2025, the FPA New Income Fund’s Investor Class (“Fund”) net return was 4.93%, which includes reinvestment of all distributions.

What affected the Fund’s performance?

Fund performance can be attributed to the following:^[1]

The largest contributors to performance during the 12 months ending September 30, 2025:

• Agency-guaranteed residential mortgage pools

• Corporates

• Asset-backed securities (ABS) backed by equipment

Fund Performance

GROWTH OF $10,000

AVERAGE ANNUAL TOTAL RETURN	1 Year	5 Years	10 Years
FPA New Income Fund (Investor Class/FPNRX)¹	4.93%	3.15%	2.79%
Bloomberg US Aggregate Bond Index	2.88%	-0.45%	1.84%
Consumer Price Index Seasonally Adjusted + 100 bps	4.11%	5.58%	4.20%

Investor Class commenced operations on April 30, 2024. The performance figures for Investor Class shares include the performance for the Institutional Class shares for the periods prior to the inception date of Investor Class shares, adjusted for the difference in Institutional Class shares and Investor Class shares expenses. Investor Class shares impose higher expenses than Institutional Class shares. Since Investor Class shares have higher expenses and are therefore more expensive than Institutional Class shares, the returns for Investor Class shares will be lower than the returns shown for Institutional Class 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.

Visit https://fpa.com/funds/performance/new-income for the most recent performance information.

Key Fund Statistics

The following table outlines key fund statistics that you should pay attention to.

Fund net assets	$10,288,577,158
Total number of portfolio holdings	358
Total advisory fees paid (net)	$33,443,026
Portfolio turnover rate as of the end of the reporting period	41%

Graphical Representation of Holdings

Top Ten Holdings

U.S. Treasury Note, 3.875%, 6/30/2030	11.5%
U.S. Treasury Note, 3.625%, 8/31/2030	3.1%
U.S. Treasury Note, 3.625%, 9/30/2030	1.4%
PHI Group, Inc.	1.2%
Fortress Credit Opportunities Ltd., Series 2017-9A, Class A1TR, 6.129%, 10/15/2033	1.2%
Fannie Mae Pool, 1.000%, 3/1/2037	1.1%
U.S. Treasury Note, 4.625%, 9/30/2030	1.1%
Verizon Master Trust, Series 2024-2, Class A, 4.830%, 12/22/2031	0.8%
Federal Home Loan Mortgage Corp., Series K096, Class A2, 2.519%, 7/25/2029	0.8%
Ford Credit Floorplan Master Owner Trust, Series 2018-4, Class A, 4.060%, 11/15/2030	0.8%

Asset Allocation

Sector Allocation

Material Fund Changes

The Fund did not have any material changes that occurred since the beginning of the reporting period.

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

Householding

FPA New Income Fund - Investor Class

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 1-800-982-4372.

The Board of Trustees of the Registrant has determined that John Zader and Sandra Brown, who are members of the Registrant’s Audit Committee and Board of Trustees, are “audit committee financial experts” and are “independent” as those terms are defined in this Item.

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.

(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:

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.

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

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

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

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

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

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

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

The Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale). The Board of Trustees has designated the Adviser as the Fund’s valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Adviser has adopted and implemented policies and procedures to be followed when the Fund must utilize fair value pricing.

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

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

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

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

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

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

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

The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund's current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of September 30, 2025 and during the prior three open tax years, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

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

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

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

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

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

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

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

The Adviser has contractually agreed to reimburse the Fund for Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage fees and commissions payable by the Fund in connection with the purchase or sale of portfolio securities, and extraordinary expenses, including litigation expenses not incurred in the Fund's ordinary course of business) in excess of 0.454% of the average daily net assets of the Institutional Class shares of the Fund through January 31, 2026, and in excess of 0.554% of the average daily net assets of the Investor Class shares of the Fund through January 31, 2026. This agreement may only be terminated earlier by the Fund’s Board of Trustees (the “Board”) or upon termination of the Agreement. For the year ended September 30, 2025, the Adviser waived a portion of its advisory fees totaling $6,380,556.

UMBFS serves as the Fund’s fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Fund’s other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian. The Fund’s allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the year ended September 30, 2025, are reported as “Fund services fees” on the Statement of Operations.

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

Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Fund’s allocated fees incurred for CCO services for the year ended September 30, 2025 are reported on the Statement of Operations.

Certain trustees and officers of the Trust are employees of UMBFS, MFAC or the Adviser. The Fund does not compensate trustees and officers affiliated with the Fund’s co-administrators or the Adviser. For the year ended September 30, 2025, the Fund’s allocated fees incurred to Trustees of the Trust who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (collectively, the “Independent Trustees”) are reported on the Statement of Operations.

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

At September 30, 2025, gross unrealized appreciation/(depreciation) of investments, based on cost for federal income tax purposes were as follows:

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 asset value per share. For the year ended September 30, 2025, permanent differences in book and tax accounting have been reclassified to paid in capital and total distributable earnings as follows:

As of September 30, 2025, the components of accumulated earnings on a tax basis were as follows:

As of September 30, 2025, the Fund had non-expiring capital loss carryforwards as follows:

During the tax year ended September 30, 2025, the Fund utilized $0 of short-term and $0 of long-term non-expiring capital loss carryforwards, respectively.

For the year ended September 30, 2025, purchases and sales of investments, excluding short-term investments, were $4,708,113,056 and $3,532,535,435, respectively.

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

Pursuant to the Shareholder Service Plan adopted by the Board, on behalf of the Fund, the Fund may pay a fee at an annual rate of up to 0.10% and 0.25% of its average daily net assets attributable to the Institutional Class and Investor Class shares of the Fund, respectively. The Fund does not pay these service fees on shares purchased directly. In addition, the Adviser may, at its own expense, pay financial representatives and/or shareholder servicing agents for these services. Such fees are reported on the Statement of Operations. For the year ended September 30, 2025, Adviser reimbursed shareholder service fee of $5,512,155 and $25,353 for Institutional Class shares and Investor Class shares, respectively.

The Fund may enter into unfunded loan commitments. Unfunded loan commitments may be partially or wholly unfunded. During the contractual period, the Fund is obliged to provide funding to the borrower upon demand. Unfunded loan commitments are fair valued in accordance with the valuation policy described in Note 2(a) and unrealized appreciation or depreciation, if any, is recorded on the Statement of Assets and Liabilities. As of September 30, 2025, the total unfunded amount was 0.10% of the Fund’s net assets.

As of September 30, 2025, the Fund had the following unfunded loan commitments outstanding:

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

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

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

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

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of September 30, 2025, in valuing the Fund’s assets carried at fair value:

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

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, 2025:

An affiliated issuer is an entity in which the Fund has ownership of a least 5% of the voting securities. Issuers that are affiliates of the Fund at period-end are noted in the Fund’s Schedule of Investments. Additional security purchases and the reduction of certain securities shares outstanding of existing portfolio holdings that were not considered affiliated in prior years may result in the Fund owning in excess of 5% of the outstanding shares at period-end. The table below reflects transactions during the period with entities that are affiliates as of September 30, 2025 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:

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

As of September 30, 2025, the Fund invested in the following restricted securities:

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

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

In December 2023, the FASB issued Accounting Standards Updated 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which amends quantitative and qualitative income tax disclosure requirements in order to increase disclosure consistency, bifurcate income tax information by jurisdiction and remove information that is no longer beneficial. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. Fund Management is evaluating the impacts of these changes on the Funds financial statements.

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

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

We have audited the accompanying statement of assets and liabilities of the FPA New Income Fund (the “Fund”), a series of Investment Managers Series Trust III, including the schedule of investments, as of September 30, 2025, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the three years in the period then ended, 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 Fund as of September 30, 2025, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The financial highlights for each of the two years in the period ended September 30, 2022, were audited by other auditors, whose report dated November 28, 2022 expressed an unqualified opinion on those financial highlights.

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s 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 Fund 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 the Fund since 2023.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s 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, 2025 by correspondence with the custodian, agent banks, 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.

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

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

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

At an in-person meeting held on April 22, 2025, the Board of Trustees (the “Board”) of Investment Managers Series Trust III (the “Trust”), including the trustees who are not “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), reviewed and unanimously approved the renewal of the investment advisory agreement (the “Advisory Agreement”) between the Trust and First Pacific Advisors, LP (the “Advisor”) with respect to the FPA New Income Fund series of the Trust (the “Fund”) for an additional one-year period from when it otherwise would expire. In approving the renewal of the Advisory Agreement, the Board, including the Independent Trustees, determined that such renewal was in the best interests of the Fund and its shareholders.

In advance of the meeting, the Board received information about the Fund and the Advisory Agreement from the Advisor and from Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the Advisor’s organization and financial condition; information regarding the background, experience, and compensation structure of relevant personnel providing services to the Fund; information about the Advisor’s compliance policies and procedures, 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 “Bloomberg Index”), the Consumer Price Index (“CPI”) + 100 basis points, and a group of comparable funds (the “Peer Group”) selected by Broadridge Financial Solutions, Inc. from Morningstar, Inc.’s Short-Term Bond category (the “Fund Universe”) for the one-, three-, five-, and ten-year periods ended December 31, 2024; and reports comparing the investment advisory fee and total expenses of the Fund with those of the Peer Group and Fund Universe. The Board also received a memorandum from legal counsel to the Trust and the Independent Trustees discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed renewal of the Advisory Agreement. In addition, the Board considered information reviewed by the Board during the year at other Board and Board committee meetings.

In renewing the Advisory Agreement, the Independent Trustees met separately in an executive session prior to the meeting with the Board to consider the Advisory Agreement, including the items discussed below, and were represented by their legal counsel with respect to the matters considered. The Board, including all of the Independent Trustees, then met and also considered a variety of factors for renewal of the Advisory Agreement, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.

With respect to the performance results of the Fund, the meeting materials indicated that the Fund’s annualized total return for the three-year period was above the Peer Group and Fund Universe median returns and the Bloomberg Index return, but below the CPI + 100 basis points by 2.35%. For the five-year period, the Fund’s annualized total return was above the Fund Universe median return and the Bloomberg Index return, and was the same as the Peer Group median return, but was below the CPI + 100 basis points by 2.85%. The Fund’s annualized total return for the ten-year period was above the Fund Universe median return and the Bloomberg Index return, but below the Peer Group median return by 0.10% and the CPI + 100 basis points by 1.71%. For the one-year period, the Fund’s total return was above the Bloomberg Index return and the CPI + 100 basis points, but below the Fund Universe and Peer Group median returns by 0.54% and 1.07%, respectively. The Trustees noted the Advisor’s assertion that the Fund’s underperformance in comparison to the CPI + 100 basis points over the three-and five-year periods was due to the Advisor’s unwillingness to take on uncompensated risk coupled with unexpectedly high inflation over the past few years. The Trustees also considered the Advisor’s belief that the Fund’s underperformance relative to the Peer Group over the ten-year period was primarily due to the Fund’s conservative positioning during the extended low interest rate environment. The Trustees also observed that Morningstar upgraded the Fund’s rating to Silver in July 2024.

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

With respect to the advisory fee paid by the Fund, the meeting materials indicated that the Fund’s annual investment advisory fee (gross of fee waivers) was above the Peer Group and Fund Universe medians by 0.18% and 0.20%, respectively. The Trustees observed that the Advisor has been waiving fees since 2016. The Trustees noted that the Fund’s advisory fee was higher than the fees that the Advisor charges to manage separate accounts for institutional investors with similar objectives and policies as the Fund. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the institutional separate accounts that the Advisor manages, and noted the differences between the services provided by the Advisor to the Fund and those provided to the institutional separate accounts. The Trustees also noted that the Fund’s advisory fee was among the lowest of the advisory fees paid by other series of the Trust managed by the Advisor.

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were the same as the Peer Group median, but slightly above the Fund Universe median by 0.01%. The Trustees considered that the Fund’s total net expenses were not in the highest quartile of 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 compensation payable to the Advisor under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services the Advisor provides to the Fund.

The Board and the Independent Trustees considered information provided by the Advisor regarding the Advisor’s costs in providing services to the Fund, the profitability of the Advisor, and the benefits to the Advisor from its relationship with the Fund. The Independent Trustees reviewed and considered the Advisor’s representations regarding its assumptions and methods of allocating certain costs, such as personnel costs, which constitute the Advisor’s largest operating cost, and overhead costs with respect to the provision of investment advisory services. The Independent Trustees discussed with the Advisor the general process through which individuals’ compensation is determined and then reviewed by the management committee of the Advisor, as well as the Advisor’s methods for determining that its compensation levels are set at appropriate levels to attract and retain the personnel necessary to provide high quality professional investment advice. The Independent Trustees recognized that the Advisor is entitled under the law to earn a reasonable level of profits for the services that it provides to the Fund. The Board observed that the Advisor had waived a significant portion of its advisory fee with respect to the Fund. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board and the Independent Trustees concluded that the profits of the Advisor from its relationship with the Fund were reasonable.

The Board and the Independent Trustees considered, and discussed with the Advisor, whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether the advisory fee rate is reasonable in relation to the Fund’s asset levels and any economies of scale that may exist. The Independent Trustees also considered the Advisor’s representation that its internal costs of providing investment management services to the Fund have increased in recent years as a result of a number of factors, including the ongoing and growing complexity of the Fund’s investments, as well as the Advisor’s investment in building a highly-seasoned trading, compliance, valuation, client service and operations staff to support the Advisor’s investment teams. The Trustees also noted the Advisor’s representation that it would continue making such investments in its personnel, systems, and facilities in an effort to maintain and increase the level and quality of services that it provides to the Fund. The Trustees also considered the Advisor’s willingness to close funds to new investors when it believes that a fund has limited capacity to grow or when it otherwise would be detrimental to fund shareholders.

The Independent Trustees recognized that the advisory fee schedule for the Fund does not have any breakpoints. They considered that many registered funds have breakpoints in the advisory fee structure as a means by which to share in the benefits of potential economies of scale as a fund’s assets grow. They also considered that not all funds have breakpoints in their fee structures and that breakpoints are not the exclusive means of sharing potential economies of scale. The Independent Trustees considered the Advisor’s statement that it believes that breakpoints are currently not warranted for the Fund given the ongoing investments the Advisor is making in its business for the benefit of the Fund, the increases in compensation paid to attract and retain high quality investment professionals, uncertainties regarding the direction of the economy, and uncertainties regarding future growth or contraction in the Fund’s assets, all of which could negatively impact the Advisor’s profitability. The Board and the Independent Trustees concluded that the Fund is benefitting from the ongoing investments made by the Advisor in its team of personnel serving the Fund and in the Advisor’s service infrastructure, and that in light of these investments, the addition of breakpoints to the Fund’s advisory fee structure was not warranted at current asset levels.

The Board and the Independent Trustees considered other “fall out” benefits to the Advisor as a result of its relationship with the Fund, other than the advisory fee, including research services provided to it by broker-dealers providing execution services to the Fund, the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Advisor’s compliance program, the intangible benefits of its association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance.

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

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

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

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

(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.

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.

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.

	FPA New Income Fund	FYE 9/30/2025	FYE 9/30/2024
(a)	Audit Fees	$14,500	$13,500
(b)	Audit-Related Fees	N/A	N/A
(c)	Tax Fees	$2,500	$2,500
(d)	All Other Fees	N/A	N/A

Principal Amount			Value
		BONDS & DEBENTURES — 91.2%
		ASSET-BACKED SECURITIES — 28.2%
		AUTO — 6.4%
		Ally Auto Receivables Trust
$	8,996,000	Series 2023-1, Class A4, 5.270%, 11/15/2028	$	9,163,599
		BMW Vehicle Owner Trust
	6,776,000	Series 2023-A, Class A4, 5.250%, 11/26/2029		6,891,115
		CarMax Auto Owner Trust
	21,176,000	Series 2023-2, Class A4, 5.010%, 11/15/2028		21,429,144
	10,892,000	Series 2023-1, Class A4, 4.650%, 1/16/2029		10,966,444
	20,637,000	Series 2023-3, Class A4, 5.260%, 2/15/2029		21,019,787
		Ford Credit Auto Owner Trust
	14,487,000	Series 2023-A, Class A4, 4.560%, 12/15/2028		14,594,378
	7,137,000	Series 2023-B, Class A4, 5.060%, 2/15/2029		7,235,828
		GM Financial Consumer Automobile Receivables Trust
	15,767,000	Series 2023-1, Class A4, 4.590%, 7/17/2028		15,839,848
	13,758,000	Series 2023-3, Class A4, 5.340%, 12/18/2028		13,985,930
		GM Financial Revolving Receivables Trust
	38,305,000	Series 2021-1, Class A, 1.170%, 6/12/2034^(a)		37,294,951
	49,942,000	Series 2023-1, Class A, 5.120%, 4/11/2035^(a)		51,405,980
	12,704,000	Series 2023-2, Class A, 5.770%, 8/11/2036^(a)		13,317,442
	64,237,000	Series 2024-1, Class A, 4.980%, 12/11/2036^(a)		65,918,044
		Hyundai Auto Receivables Trust
	10,743,000	Series 2023-B, Class A4, 5.310%, 8/15/2029		10,925,888
		Mercedes-Benz Auto Receivables Trust
	10,006,000	Series 2023-1, Class A4, 4.310%, 4/16/2029		10,046,709
	8,831,000	Series 2024-1, Class A4, 4.790%, 7/15/2031		8,966,606
		Nissan Auto Receivables Owner Trust
	13,366,000	Series 2022-B, Class A4, 4.450%, 11/15/2029		13,419,197
	15,538,000	Series 2023-A, Class A4, 4.850%, 6/17/2030		15,701,673
		Porsche Financial Auto Securitization Trust
	17,279,000	Series 2023-1A, Class A4, 4.720%, 6/23/2031^(a)		17,429,763
		SFS Auto Receivables Securitization Trust
	8,951,000	Series 2023-1A, Class A4, 5.470%, 12/20/2029^(a)		9,125,319
		Toyota Auto Loan Extended Note Trust
	54,519,000	Series 2022-1A, Class A, 3.820%, 4/25/2035^(a)		54,395,951
	43,813,000	Series 2023-1A, Class A, 4.930%, 6/25/2036^(a)		44,828,108
	56,286,000	Series 2024-1A, Class A, 5.160%, 11/25/2036^(a)		58,278,980
		Toyota Auto Receivables Owner Trust
	16,189,000	Series 2023-A, Class A4, 4.420%, 8/15/2028		16,280,559
	19,879,000	Series 2023-B, Class A4, 4.660%, 9/15/2028		20,035,493
	25,523,000	Series 2023-C, Class A4, 5.010%, 2/15/2029		25,881,583
		Volkswagen Auto Loan Enhanced Trust
	11,637,000	Series 2023-1, Class A4, 5.010%, 1/22/2030		11,792,882
		World Omni Auto Receivables Trust
	14,612,000	Series 2023-A, Class A4, 4.660%, 5/15/2029		14,723,029

Principal Amount			Value
		BONDS & DEBENTURES (Continued)
		ASSET-BACKED SECURITIES (Continued)
		AUTO (Continued)
$	21,627,000	Series 2023-B, Class A4, 4.680%, 5/15/2029	$	21,752,021
	10,417,000	Series 2023-C, Class A4, 5.030%, 11/15/2029		10,558,853
				653,205,104

		COLLATERALIZED LOAN OBLIGATION — 3.1%
		Cerberus Loan Funding LLC
	10,299,000	Series 2023-1A, Class A, 6.718% (3-Month Term SOFR+240 basis points), 3/22/2035^(a),(b)		10,308,145
	51,840,000	Series 2023-2A, Class A1, 6.867% (3-Month Term SOFR+255 basis points), 7/15/2035^(a),(b)		52,389,867
	52,569,000	Series 2023-4A, Class A, 6.743% (3-Month Term SOFR+242.5 basis points), 10/15/2035^(a),(b)		53,036,549
		Fortress Credit Opportunities Ltd.
	118,776,000	Series 2017-9A, Class A1TR, 6.129% (3-Month Term SOFR+181.161 basis points), 10/15/2033^(a),(b)		119,190,528
		Golub Capital Partners Ltd.
	43,478,000	Series 2023-67A, Class A1, 6.726% (3-Month Term SOFR+250 basis points), 5/9/2036^(a),(b)		43,959,041
	41,996,000	Series 2019-46A, Class A1R, 6.135% (3-Month Term SOFR+181 basis points), 4/20/2037^(a),(b)		42,093,095
				320,977,225

		EQUIPMENT — 10.9%
		Avis Budget Rental Car Funding AESOP LLC
	4,211,000	Series 2021-2A, Class A, 1.660%, 2/20/2028^(a)		4,089,847
	13,136,000	Series 2023-1A, Class A, 5.250%, 4/20/2029^(a)		13,437,449
	38,251,000	Series 2023-4A, Class A, 5.490%, 6/20/2029^(a)		39,286,986
	48,017,000	Series 2023-6A, Class A, 5.810%, 12/20/2029^(a)		50,013,240
	34,038,000	Series 2023-8A, Class A, 6.020%, 2/20/2030^(a)		35,725,111
	14,768,000	Series 2024-1A, Class A, 5.360%, 6/20/2030^(a)		15,242,954
	57,519,000	Series 2024-3A, Class A, 5.230%, 12/20/2030^(a)		59,192,032
		CNH Equipment Trust
	7,414,000	Series 2022-B, Class A4, 3.910%, 3/15/2028		7,402,983
	6,738,000	Series 2023-A, Class A4, 4.770%, 10/15/2030		6,831,885
	17,009,000	Series 2023-B, Class A4, 5.460%, 3/17/2031		17,608,501
		Coinstar Funding LLC
	11,767,855	Series 2017-1A, Class A2, 5.216%, 4/25/2047^(a)		10,961,327
		Enterprise Fleet Financing LLC
	37,963,000	Series 2023-2, Class A3, 5.500%, 4/22/2030^(a)		38,644,747
	34,823,000	Series 2023-3, Class A3, 6.410%, 6/20/2030^(a)		36,150,784
	11,576,000	Series 2024-4, Class A4, 4.700%, 6/20/2031^(a)		11,738,939
		Ford Credit Floorplan Master Owner Trust
	83,977,000	Series 2018-4, Class A, 4.060%, 11/15/2030		83,921,525

Principal Amount			Value
		BONDS & DEBENTURES (Continued)
		ASSET-BACKED SECURITIES (Continued)
		EQUIPMENT (Continued)
$	46,054,000	Series 2024-2, Class A, 5.240%, 4/15/2031^(a)	$	47,749,524
	27,030,000	Series 2024-4, Class A, 4.400%, 9/15/2031^(a)		27,271,678
		GMF Floorplan Owner Revolving Trust
	18,848,000	Series 2023-2, Class A, 5.340%, 6/15/2030^(a)		19,475,490
	46,933,000	Series 2024-2A, Class A, 5.060%, 3/15/2031^(a)		48,393,151
		GreatAmerica Leasing Receivables Funding LLC
	16,501,000	Series 2023-1, Class A4, 5.060%, 3/15/2030^(a)		16,752,300
		Hertz Vehicle Financing LLC
	44,631,000	Series 2021-2A, Class A, 1.680%, 12/27/2027^(a)		43,484,452
	38,642,000	Series 2022-2A, Class A, 2.330%, 6/26/2028^(a)		37,505,025
	72,333,000	Series 2022-5A, Class A, 3.890%, 9/25/2028^(a)		71,821,758
		John Deere Owner Trust
	15,675,000	Series 2023-A, Class A4, 5.010%, 12/17/2029		15,823,521
	11,706,000	Series 2023-B, Class A4, 5.110%, 5/15/2030		11,882,777
	15,742,000	Series 2023-C, Class A4, 5.390%, 8/15/2030		16,079,457
		Kubota Credit Owner Trust
	12,897,000	Series 2023-2A, Class A4, 5.230%, 6/15/2028^(a)		13,145,645
	9,456,000	Series 2023-1A, Class A4, 5.070%, 2/15/2029^(a)		9,565,258
		M&T Equipment Notes
	9,785,000	Series 2023-1A, Class A4, 5.750%, 7/15/2030^(a)		9,951,055
	17,531,000	Series 2024-1A, Class A4, 4.940%, 8/18/2031^(a)		17,867,097
		MMAF Equipment Finance LLC
	24,567,000	Series 2023-A, Class A4, 5.500%, 12/13/2038^(a)		25,225,772
	7,081,000	Series 2020-A, Class A5, 1.560%, 10/9/2042^(a)		6,774,765
	29,990,727	Series 2024-A, Class A4, 5.100%, 7/13/2049^(a)		30,924,146
	8,060,000	Series 2025-A, Class A4, 5.020%, 6/13/2050^(a)		8,334,854
		Prop 2017-1A
	8,456,940	5.300%, 3/15/2042^(c),(d)		7,864,954
		Verizon Master Trust
	76,585,000	Series 2023-6, Class A, 5.350%, 9/22/2031^(a)		79,448,789
	85,708,000	Series 2024-2, Class A, 4.830%, 12/22/2031^(a)		87,675,204
	31,930,000	Series 2024-7, Class A, 4.350%, 8/20/2032^(a)		32,204,304
		Volvo Financial Equipment LLC Series 2025-2
	4,788,000	Series 2025-2A, Class A4, 4.060%, 6/15/2033^(a)		4,786,796
				1,120,256,082

		OTHER — 7.8%
		ABPCI Direct Lending Fund LLC
	21,942,094	Series 2022-2A, Class A1, 6.414% (3-Month Term SOFR+210 basis points), 3/1/2032^(a),(b)		21,920,920
		ABPCI Direct Lending Fund Ltd.
	23,371,809	Series 2020-1A, Class A, 3.199%, 12/29/2030^(a)		22,966,845

Principal Amount			Value
		BONDS & DEBENTURES (Continued)
		ASSET-BACKED SECURITIES (Continued)
		OTHER (Continued)
		American Tower Trust 1
$	77,012,000	5.490%, 3/15/2028^(a)	$	78,282,929
		Brazos Securitization LLC
	7,444,560	5.014%, 9/1/2031^(a)		7,560,201
		Centerpoint Energy Restoration Bond Co. II LLC
	61,032,000	4.255%, 12/15/2034		60,610,849
		Cleco Securitization LLC
	16,043,162	4.016%, 3/1/2031		15,906,795
		Cologix Data Centers US Issuer LLC
	58,068,000	Series 2021-1A, Class A2, 3.300%, 12/26/2051^(a)		56,674,049
		Consumers 2023 Securitization Funding LLC
	22,847,000	5.210%, 9/1/2031		23,475,292
		DTE Electric Securitization Funding II LLC
	24,356,102	5.970%, 3/1/2033		25,634,798
		Duke Energy Carolinas Nc Storm Funding II LLC
	27,367,000	4.226%, 7/1/2037		27,256,684
		Elm Trust
	896,870	Series 2020-3A, Class A2, 2.954%, 8/20/2029^(a)		895,581
	1,596,291	Series 2020-4A, Class A2, 2.286%, 10/20/2029^(a)		1,593,407
		Golub Capital Partners Funding Ltd.
	9,271,113	Series 2020-1A, Class A2, 3.208%, 1/22/2029^(a)		9,252,914
	30,739,956	Series 2021-1A, Class A2, 2.773%, 4/20/2029^(a)		30,614,813
	51,771,693	Series 2021-2A, Class A, 2.944%, 10/19/2029^(a)		50,818,472
		Kansas Gas Service Securitization I LLC
	40,864,198	5.486%, 8/1/2032		42,515,671
		Monroe Capital Funding Ltd.
	18,822,390	Series 2021-1A, Class A2, 2.815%, 4/22/2031^(a)		18,674,729
		Oklahoma Development Finance Authority
	23,653,102	4.135%, 12/1/2033		23,421,870
	8,426,999	4.285%, 2/1/2034		8,376,841
	19,954,608	3.877%, 5/1/2037		19,284,649
		PG&E Recovery Funding LLC
	31,252,414	5.045%, 7/15/2032		31,994,658
	12,226,552	4.838%, 6/1/2033		12,447,657
		PG&E Wildfire Recovery Funding LLC
	39,088,202	4.022%, 6/1/2031		38,892,760
		SBA Tower Trust
	14,427,000	1.631%, 11/15/2026^(a)		13,967,108
	17,196,000	2.328%, 1/15/2028^(a)		16,341,115
	12,423,000	6.599%, 1/15/2028^(a)		12,722,003
		SpringCastle America Funding LLC
	7,706,529	Series 2020-AA, Class A, 1.970%, 9/25/2037^(a)		7,291,839

Item 7.	Financial Statements and Financial Highlights
	Schedule of Investments	1
	Statement of Assets and Liabilities	15
	Statement of Operations	16
	Statements of Changes in Net Assets	17
	Financial Highlights	18
	Notes to Financial Statements	20
	Report of Independent Registered Public Accounting Firm	31

Principal Amount			Value
		COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued)
		AGENCY (Continued)
$	19,173,000	Series K099, Class A2, 2.595%, 9/25/2029	$	18,227,253
	49,942,000	Series K101, Class A2, 2.524%, 10/25/2029		47,168,846
	33,400,000	Series K102, Class A2, 2.537%, 10/25/2029		31,577,085
	47,045,000	Series K103, Class A2, 2.651%, 11/25/2029		44,591,415
	4,756,000	Series K107, Class A2, 1.639%, 1/25/2030		4,327,476
	3,071,000	Series K105, Class A2, 1.872%, 1/25/2030		2,808,064
	11,740,000	Series K106, Class A2, 2.069%, 1/25/2030		10,852,060
	16,200,000	Series K104, Class A2, 2.253%, 1/25/2030		15,137,403
	9,186,000	Series K108, Class A2, 1.517%, 3/25/2030		8,307,414
	61,806,000	Series K751, Class A2, 4.412%, 3/25/2030		62,697,138
	17,591,000	Series K109, Class A2, 1.558%, 4/25/2030		15,847,297
	22,485,000	Series K151, Class A3, 3.511%, 4/25/2030		21,845,219
	1,742,000	Series K111, Class A2, 1.350%, 5/25/2030		1,552,607
	9,465,000	Series K114, Class A2, 1.366%, 6/25/2030		8,371,884
	3,768,000	Series K116, Class A2, 1.378%, 7/25/2030		3,331,594
	18,741,000	Series K752, Class A2, 4.284%, 7/25/2030		18,820,074
	61,809,000	Series K117, Class A2, 1.406%, 8/25/2030		54,580,079
	15,691,000	Series K120, Class A2, 1.500%, 10/25/2030		13,871,680
	75,127,967	Series K754, Class A2, 4.940%, 11/25/2030^(b)		77,682,859
				1,272,347,761

		AGENCY STRIPPED — 0.3%
		Government National Mortgage Association
	9,206,316	Series 2014-77, Class IO, 0.518%, 12/16/2047^(b)		71,643
	12,166,009	Series 2012-150, Class IO, 0.441%, 11/16/2052^(b)		174,740
	11,537,327	Series 2012-114, Class IO, 0.609%, 1/16/2053^(b)		158,339
	32,911,833	Series 2012-125, Class IO, 0.174%, 2/16/2053^(b)		222,003
	33,178,332	Series 2012-79, Class IO, 0.350%, 3/16/2053^(b)		382,616
	16,209,046	Series 2013-45, Class IO, 0.047%, 12/16/2053^(b)		3,209
	6,444,852	Series 2013-125, Class IO, 0.248%, 10/16/2054^(b)		95,941
	23,556,494	Series 2014-157, Class IO, 0.185%, 5/16/2055^(b)		140,017
	26,404,164	Series 2014-153, Class IO, 0.320%, 4/16/2056^(b)		264,865
	48,370,919	Series 2014-175, Class IO, 0.462%, 4/16/2056^(b)		648,712
	4,792,608	Series 2014-138, Class IO, 0.508%, 4/16/2056^(b)		78,808
	54,915,992	Series 2014-187, Class IO, 0.615%, 5/16/2056^(b)		1,173,231
	4,439,035	Series 2015-41, Class IO, 0.159%, 9/16/2056^(b)		22,910
	1,346,655	Series 2015-108, Class IO, 0.340%, 10/16/2056^(b)		7,295
	10,954,688	Series 2014-110, Class IO, 0.099%, 1/16/2057^(b)		48,425
	26,448,448	Series 2015-19, Class IO, 0.293%, 1/16/2057^(b)		343,589
	9,800,337	Series 2015-7, Class IO, 0.488%, 1/16/2057^(b)		190,067
	42,815,792	Series 2015-169, Class IO, 0.248%, 7/16/2057^(b)		424,955
	7,294,169	Series 2015-150, Class IO, 0.366%, 9/16/2057^(b)		110,999
	28,937,045	Series 2016-125, Class IO, 0.814%, 12/16/2057^(b)		978,738

Principal Amount			Value
		CORPORATE BONDS — 1.7%
		COMMUNICATIONS — 0.0%
		Frontier Communications Holdings LLC
$	5,925,000	5.875%, 10/15/2027^(a)	$	5,917,594
		FINANCIALS — 1.6%
		Apollo Debt Solutions BDC Senior Notes
	26,023,000	8.620%, 9/28/2028^(c),(d)		26,023,000
		Blue Owl Credit Income Corp.
	22,579,000	7.950%, 6/13/2028		24,160,361
		Hlend Senior Notes
	42,500,000	8.170%, 3/15/2028^(c),(d)		42,500,000
		HPS Corporate Lending Fund
	24,864,000	6.750%, 1/30/2029		25,913,472
		Oaktree Strategic Credit Fund
	27,351,000	8.400%, 11/14/2028		29,700,040
		OCREDIT BDC Senior Notes
	12,891,000	7.770%, 3/7/2029^(c),(d)		12,891,000
				161,187,873
		HEALTH CARE — 0.1%
		Heartland Dental LLC/Heartland Dental Finance Corp.
	8,756,000	10.500% (1-Month Term SOFR+500 basis points), 4/30/2028^(a),(d)		9,226,635
		TOTAL CORPORATE BONDS
		(Cost $170,227,525)		176,332,102
		RESIDENTIAL MORTGAGE-BACKED SECURITIES — 29.1%
		AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 0.7%
		Federal National Mortgage Association
	162,466	Series 2010-43, Class MK, 5.500%, 5/25/2040		165,014
	5,708,072	Series 3810, Class PE, 4.000%, 2/15/2041		5,542,078
	775,669	Series 2012-144, Class PD, 3.500%, 4/25/2042		766,852
	434,519	Series 2013-93, Class PJ, 3.000%, 7/25/2042		421,082
	56,039,951	Series 2024-70, Class EC, 3.000%, 11/25/2047		52,218,693
		GS Mortgage-Backed Securities Trust
	15,884,735	Series 2024-95, Class AB, 2.500%, 6/20/2045^(a),(b)		14,531,592
				73,645,311

		AGENCY POOL ADJUSTABLE RATE — 1.5%
		Fannie Mae Pool
	2,726,351	1.728% (30-Day SOFR Average+211 basis points), 7/1/2051^(b)		2,475,271
	23,088,566	1.970% (30-Day SOFR Average+207.4 basis points), 8/1/2051^(b)		21,125,880
	1,849,650	1.604% (30-Day SOFR Average+209.4 basis points), 9/1/2051^(b)		1,668,746
	21,281,666	1.888% (30-Day SOFR Average+233.4 basis points), 4/1/2052^(b)		19,307,236
		Freddie Mac Non Gold Pool
	8,739,399	1.662% (30-Day SOFR Average+213 basis points), 9/1/2051^(b)		7,895,132
	10,623,064	2.556% (30-Day SOFR Average+213 basis points), 3/1/2052^(b)		9,831,621
	7,493,785	2.545% (30-Day SOFR Average+214 basis points), 5/1/2052^(b)		6,946,199

Principal Amount			Value
		RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)
		AGENCY POOL ADJUSTABLE RATE (Continued)
$	74,031,638	2.158% (30-Day SOFR Average+217.8 basis points), 7/1/2052^(b)	$	67,507,577
	9,049,402	3.334% (30-Day SOFR Average+222.4 basis points), 11/1/2052^(b)		8,659,580
	10,916,651	2.164% (30-Day SOFR Average+217.9 basis points), 5/1/2053^(b)		9,956,551
				155,373,793

		AGENCY POOL FIXED RATE — 20.5%
		Fannie Mae Pool
	65,832,876	1.500%, 12/1/2035		59,195,269
	13,155,706	1.500%, 12/1/2035		11,800,503
	1,918,162	1.500%, 3/1/2036		1,721,766
	15,012,292	1.000%, 4/1/2036		13,060,210
	4,913,996	1.500%, 4/1/2036		4,410,864
	15,957,741	1.500%, 4/1/2036		14,323,867
	11,595,845	1.500%, 5/1/2036		10,408,574
	25,349,730	1.500%, 6/1/2036		22,754,232
	5,560,014	1.500%, 6/1/2036		4,990,738
	9,853,759	1.500%, 7/1/2036		8,844,856
	89,192,729	1.500%, 8/1/2036		80,199,863
	6,434,393	1.500%, 8/1/2036		5,769,559
	23,313,868	1.000%, 9/1/2036		20,218,642
	11,124,941	1.500%, 9/1/2036		9,975,455
	26,625,599	1.500%, 10/1/2036		23,874,506
	14,355,977	1.000%, 11/1/2036		12,396,145
	93,119,099	1.000%, 12/1/2036		80,408,091
	131,244,147	1.000%, 3/1/2037		113,328,967
	59,151,090	1.500%, 3/1/2037		53,094,752
	44,493,259	1.500%, 8/1/2037		39,868,180
	11,294,775	2.000%, 6/1/2040		9,908,559
	4,212,051	2.000%, 9/1/2040		3,689,120
	4,571,743	2.000%, 10/1/2040		4,002,201
	13,294,691	2.000%, 10/1/2040		11,642,154
	3,317,424	1.500%, 11/1/2040		2,809,472
	21,793,159	2.000%, 11/1/2040		19,067,162
	13,687,111	1.500%, 12/1/2040		11,582,373
	16,365,672	2.000%, 12/1/2040		14,308,974
	4,683,970	1.500%, 1/1/2041		3,960,725
	13,012,255	1.500%, 2/1/2041		10,994,546
	15,166,819	1.500%, 5/1/2041		12,773,251
	14,489,855	2.500%, 5/1/2041		12,997,855
	8,779,962	2.000%, 7/1/2041		7,641,109
	59,562,857	2.000%, 9/1/2041		52,099,250
	58,008,725	1.500%, 10/1/2041		48,651,540
	85,988,241	1.500%, 11/1/2041		72,069,470

Number of Shares			Value
		COMMON STOCKS (Continued)
		TRANSPORTATION & LOGISTICS — 1.2%
	3,806,420	PHI Group, Inc.^(c),(d),(j)	$	121,805,440
		TOTAL COMMON STOCKS
		(Cost $125,200,428)		178,182,613
		SHORT-TERM INVESTMENTS — 6.7%
		MONEY MARKET INVESTMENTS — 0.2%
	18,085,493	Morgan Stanley Institutional Liquidity Treasury Portfolio - Institutional Class, 3.92%^(k)		18,085,493

Principal Amount
		TREASURY BILLS — 6.5%
		U.S. Treasury Bill
$	297,713,000	4.02%, 10/2/2025^(l)		297,680,231
	375,458,000	4.08%, 10/9/2025^(l)		375,122,591
				672,802,822
		TOTAL SHORT-TERM INVESTMENTS
		(Cost $690,888,315)		690,888,315

		TOTAL INVESTMENTS — 99.7%
		(Cost $10,038,653,874)		10,254,865,380

		Other Assets in Excess of Liabilities — 0.3%		33,711,778
		TOTAL NET ASSETS — 100.0%	$	10,288,577,158

Assets:
Investments, at value (cost $9,939,205,843)	$	10,083,138,548
Investments in affiliates, at value (cost $99,448,031)		171,726,832
Cash		2,287,351
Receivables:
Investment securities sold		957,830
Fund shares sold		9,514,126
Dividends and interest		39,745,235
Prepaid expenses		145,221
Total assets		10,307,515,143

Liabilities:
Payables:
Fund shares redeemed		14,217,441
Advisory fees		3,006,062
Shareholder servicing fees (Note 7)		1,037,077
Fund services fees		270,002
Shareholder reporting fees		79,438
Trustees' deferred compensation (Note 3)		36,400
Auditing fees		18,000
Trustees' fees and expenses		12,409
Chief Compliance Officer fees		7,567
Legal fees		3,315
Accrued other expenses		250,274
Total liabilities		18,937,985
Commitments and contingencies (Note 8)
Net Assets	$	10,288,577,158

Components of Net Assets:
Capital Stock — par value $0.01 per share; authorized 1,500,000,000 shares; outstanding 1,020,139,947 shares	$	10,746,278,566
Total distributable earnings (accumulated deficit)		(457,701,408	)
Net Assets	$	10,288,577,158

Maximum Offering Price per Share:
Investor Class Shares:
Net assets applicable to shares outstanding	$	29,219,510
Shares of beneficial interest issued and outstanding		2,890,553
Redemption price per share	$	10.11

Institutional Class Shares:
Net assets applicable to shares outstanding	$	10,259,357,648
Shares of beneficial interest issued and outstanding		1,017,249,395
Redemption price per share	$	10.09

Investment income:
Interest	$	427,252,949
Dividends from affiliated issuers		3,806,420
Dividends		1,042,932
Total investment income		432,102,301

Expenses:
Advisory fees		45,361,090
Shareholder servicing fees - Investor Class (Note 7)		42,346
Shareholder servicing fees - Institutional Class (Note 7)		5,512,155
Fund services fees		1,260,338
Shareholder reporting fees		271,663
Registration fees		271,070
Trustees' fees and expenses		150,114
Miscellaneous		75,228
Insurance fees		73,678
Legal fees		66,885
Chief Compliance Officer fees		19,355
Auditing fees		19,000
Interest expense		6,940
Total expenses		53,129,862
Advisory fees waived and shareholder servicing fees reimbursed (Note 3 and 7)		(11,918,064	)
Net expenses		41,211,798
Net investment income (loss)		390,890,503

Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		3,449,589
Total realized gain (loss)		3,449,589
Net change in unrealized appreciation (depreciation) on:
Investments		13,231,480
Investments in affiliated issuers		45,637,040
Net change in unrealized appreciation (depreciation)		58,868,520
Net realized and unrealized gain (loss)		62,318,109

Net Increase (Decrease) in Net Assets from Operations	$	453,208,612

	For the Year Ended September 30, 2025			For the Year Ended September 30, 2024
Increase (Decrease) in Net Assets from:
Operations:
Net investment income (loss)	$	390,890,503		$	375,281,039
Total realized gain (loss) on investments and Investments in affiliated issuers - realized		3,449,589			(48,558,580	)
Net change in unrealized appreciation (depreciation) on investments and Investments in affiliated issuers - unrealized		58,868,520			442,858,789
Net increase (decrease) in net assets resulting from operations		453,208,612			769,581,248

Distributions to Shareholders:
Distributions:
Investor Class		(653,513	)		(70,719	)¹
Institutional Class		(369,436,565	)		(348,540,473	)²
Total distributions to shareholders		(370,090,078	)		(348,611,192	)

Capital Transactions:
Net proceeds from shares sold:
Investor Class		26,790,740			11,079,132	¹
Institutional Class		3,275,851,451			2,465,183,765	²
Reinvestment of distributions:
Investor Class		525,220			45,135	¹
Institutional Class		324,630,316			302,676,804	²
Cost of shares redeemed:
Investor Class		(8,512,295	)		(1,169,168	)¹
Institutional Class		(2,170,166,498	)		(2,261,511,387	)²
Net increase (decrease) in net assets from capital transactions		1,449,118,934			516,304,28	¹

Total increase (decrease) in net assets		1,532,237,468			937,274,337

Net Assets:
Beginning of period		8,756,339,690			7,819,065,353
End of period	$	10,288,577,158		$	8,756,339,690

Capital Share Transactions:
Shares sold:
Investor Class		2,689,720			1,117,131	¹
Institutional Class		329,511,487			253,058,848	²
Shares reinvested:
Investor Class		52,771			4,518	¹
Institutional Class		32,795,272			31,103,997	²
Shares redeemed:
Investor Class		(856,888	)		(116,699	)¹
Institutional Class		(219,207,441	)		(232,217,355	)²
Net increase (decrease) in capital share transactions		144,984,921			52,950,440

	For the Year Ended September 30,			For the Period Ended September 30,
	2025			2024¹
Net asset value, beginning of period	$	10.02		$	9.63
Income from Investment Operations:
Net investment income (loss)²		0.42			0.18
Net realized and unrealized gain		0.06			0.37
Total from investment operations		0.48			0.55

Less Distributions:
From net investment income		(0.39	)		(0.16	)
Total distributions		(0.39	)		(0.16	)
Net asset value, end of period	$	10.11		$	10.02

Total return³		4.93	%		5.80	%⁴

Ratios and Supplemental Data:
Net assets, end of period (in thousands)	$	29,220		$	10,072

Ratio of expenses to average net assets:
Before fees waived and expenses absorbed		0.77	%⁵		0.78	%⁶
After fees waived and expenses absorbed		0.55	%^5,7		0.55	%⁸
Ratio of net investment income (loss) to average net assets:
Before fees waived and expenses absorbed		3.99	%		4.15	%⁶
After fees waived and expenses absorbed		4.21	%		4.38	%⁶

Portfolio turnover rate		41	%		63	%⁴


	For the Year Ended September 30,
		2025			2024			2023			2022¹			2021¹
Net asset value, beginning of period	$	10.01		$	9.51		$	9.48		$	10.02		$	10.00
Income from Investment Operations:
Net investment income (loss)²		0.43			0.44			0.36			0.15			0.13
Net realized and unrealized gain (loss)		0.05			0.47			0.03			(0.53	)		0.03
Total from investment operations		0.48			0.91			0.39			(0.38	)		0.16

Less Distributions:
From net investment income		(0.40	)		(0.41	)		(0.36	)		(0.16	)		(0.14	)
Total distributions		(0.40	)		(0.41	)		(0.36	)		(0.16	)		(0.14	)
Net asset value, end of period	$	10.09		$	10.01		$	9.51		$	9.48		$	10.02

Total return³		5.00	%		9.74	%		4.21	%		(3.87	)%		1.56	%

Ratios and Supplemental Data:
Net assets, end of period (in thousands)	$	10,259,358		$	8,746,268		$	7,819,065		$	9,465,665		$	11,944,191

Ratio of expenses to average net assets:
Before fees waived and expenses absorbed		0.59	%⁴		0.58	%		0.59	%		0.59	%		0.58	%
After fees waived and expenses absorbed		0.45	%^4,5		0.45	%⁶		0.45	%		0.46	%		0.48	%
Ratio of net investment income (loss) to average net assets:
Before fees waived and expenses absorbed		4.17	%		4.35	%		3.59	%		1.43	%		1.18	%
After fees waived and expenses absorbed		4.31	%		4.48	%		3.73	%		1.56	%		1.28	%

Portfolio turnover rate		41	%		63	%		50	%		103	%		81	%

Principal Amount			Value
		BONDS & DEBENTURES (Continued)
		ASSET-BACKED SECURITIES (Continued)
		OTHER (Continued)
		Texas Electric Market Stabilization Funding N LLC
$	29,070,560	4.265%, 8/1/2036^(a)	$	28,924,472
		Texas Natural Gas Securitization Finance Corp.
	7,556,544	5.102%, 4/1/2035		7,785,485
		VCP RRL Ltd.
	19,629,727	Series 2021-1A, Class A, 2.152%, 10/20/2031^(a)		19,130,033
		Virginia Power Fuel Securitization LLC
	58,246,000	4.877%, 5/1/2031		59,598,938
		WEPCo Environmental Trust Finance LLC
	8,310,063	Series 2021-1, Class A, 1.578%, 12/15/2035		7,454,683
				802,289,060
		TOTAL ASSET-BACKED SECURITIES
		(Cost $2,848,579,107)		2,896,727,471
		COMMERCIAL MORTGAGE-BACKED SECURITIES — 14.9%
		AGENCY — 12.3%
		Federal Home Loan Mortgage Corp.
	41,061,276	Series K062, Class A2, 3.413%, 12/25/2026		40,771,145
	16,539,000	Series K063, Class A2, 3.430%, 1/25/2027^(b)		16,422,981
	9,702,802	Series K065, Class A2, 3.243%, 4/25/2027		9,598,103
	7,223,000	Series K066, Class A2, 3.117%, 6/25/2027		7,127,130
	8,509,735	Series K068, Class A2, 3.244%, 8/25/2027		8,399,516
	12,338,034	Series K072, Class A2, 3.444%, 12/25/2027		12,205,970
	29,086,020	Series K073, Class A2, 3.350%, 1/25/2028		28,649,474
	16,051,256	Series K076, Class A2, 3.900%, 4/25/2028		16,025,110
	4,086,000	Series K077, Class A2, 3.850%, 5/25/2028^(b)		4,078,115
	30,559,000	Series K079, Class A2, 3.926%, 6/25/2028		30,514,051
	25,020,308	Series K080, Class A2, 3.926%, 7/25/2028^(b)		24,977,856
	62,664,000	Series K081, Class A2, 3.900%, 8/25/2028^(b)		62,607,822
	46,777,000	Series K082, Class A2, 3.920%, 9/25/2028^(b)		46,760,623
	24,028,000	Series K083, Class A2, 4.050%, 9/25/2028^(b)		24,143,938
	68,841,723	Series K084, Class A2, 3.780%, 10/25/2028^(b)		68,484,923
	27,924,000	Series K085, Class A2, 4.060%, 10/25/2028^(b)		28,058,345
	27,195,714	Series K089, Class A2, 3.563%, 1/25/2029		26,831,683
	4,691,000	Series K088, Class A2, 3.690%, 1/25/2029		4,642,935
	43,626,000	Series K090, Class A2, 3.422%, 2/25/2029		42,959,264
	25,293,822	Series K091, Class A2, 3.505%, 3/25/2029		24,907,026

Principal Amount			Value
		COMMERCIAL MORTGAGE-BACKED SECURITIES (Continued)
		AGENCY STRIPPED (Continued)
$	24,255,861	Series 2016-65, Class IO, 0.459%, 1/16/2058^(b)	$	515,309
	79,774,770	Series 2016-106, Class IO, 0.969%, 9/16/2058^(b)		3,333,333
	38,578,920	Series 2020-43, Class IO, 1.262%, 11/16/2061^(b)		2,755,415
	50,646,017	Series 2020-71, Class IO, 1.094%, 1/16/2062^(b)		3,219,350
	96,462,786	Series 2020-75, Class IO, 0.870%, 2/16/2062^(b)		5,290,000
	121,402,166	Series 2020-42, Class IO, 0.939%, 3/16/2062^(b)		7,387,686
				28,042,195

		NON-AGENCY — 2.3%
		BBCMS Trust
	5,394,741	Series 2015-SRCH, Class A1, 3.312%, 8/10/2035^(a)		5,301,162
	9,736,000	Series 2025-5C36, Class A3, 5.517%, 8/15/2058		10,147,721
		Benchmark Mortgage Trust
	17,340,000	Series 2024-V11, Class A3, 5.909%, 11/15/2057^(b)		18,219,216
		BMO Mortgage Trust
	17,350,000	Series 2024-5C7, Class A3, 5.566%, 11/15/2057^(b)		17,985,779
	8,363,000	Series 2024-5C8, Class A3, 5.625%, 12/15/2057^(b)		8,703,050
		BX Commercial Mortgage Trust
	27,999,133	Series 2021-VOLT, Class E, 6.265% (1-Month Term SOFR+211.448 basis points), 9/15/2036^(a),(b)		27,947,334
		Progress Residential Trust
	13,308,933	Series 2024-SFR5, Class A, 3.000%, 8/9/2029^(a)		12,614,138
	13,629,642	Series 2021-SFR11, Class A, 2.283%, 1/17/2039^(a)		12,876,923
	47,883,127	Series 2021-SFR10, Class A, 2.393%, 12/17/2040^(a)		45,237,459
	16,051,066	Series 2024-SFR3, Class A, 3.000%, 6/17/2041^(a)		15,250,466
	27,192,216	Series 2024-SFR4, Class A, 3.100%, 7/17/2041^(a)		25,897,930
	21,930,985	Series 2025-SFR2, Class A, 3.305%, 4/17/2042^(a)		20,851,465
	16,479,000	Series 2025-SFR3, Class A, 3.390%, 7/17/2042^(a)		15,651,789
				236,684,432
		TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
		(Cost $1,524,324,449)		1,537,074,388
		CORPORATE BANK DEBT — 0.2%
		Capstone Acquisition Holdings, Inc. Term Loan
	19,168,952	8.763% (1-Month Term SOFR+460 basis points), 11/12/2029^{(b),(c),(d),(e)}		19,273,269
		JC Penney Corp., Inc.
	26,526,226	5.568% (3-Month USD Libor+425 basis points), 6/23/2027^{*,(b),(c),(d),(e),(f)}		2,653
		Lealand Finance Company B.V. Senior Exit LC
	9,783,645	5.250%, 6/30/2027^{(c),(d),(e),(g),(h)}		(978,365	)

Principal Amount			Value
		RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)
		AGENCY POOL FIXED RATE (Continued)
$	6,275,078	1.500%, 12/1/2041	$	5,255,428
	5,803,688	1.500%, 3/1/2042		4,867,329
	18,488,064	1.500%, 3/1/2042		15,621,142
	28,808,470	1.500%, 3/1/2042		24,199,221
	42,825,645	1.500%, 3/1/2042		35,976,865
	51,950,048	1.500%, 3/1/2042		43,564,406
	20,605,793	2.000%, 8/1/2042		17,893,653
	57,647,194	2.000%, 8/1/2042		49,882,578
	29,012,253	3.500%, 4/1/2044		27,372,645
	38,614,353	4.000%, 6/1/2045		37,725,620
	67,097,350	4.000%, 3/1/2046		65,574,200
	8,249,818	4.000%, 7/1/2046		8,055,586
	9,525,465	4.000%, 10/1/2046		9,300,414
	5,233,554	4.000%, 10/1/2046		5,113,210
	7,917,341	4.000%, 3/1/2048		7,724,312
	34,138,705	4.500%, 1/1/2050		34,191,756
	30,233,454	4.500%, 1/1/2050		30,283,373
		Freddie Mac Pool
	269,639	2.500%, 8/1/2028		264,749
	87,831,420	1.500%, 11/1/2035		79,167,940
	6,470,252	1.500%, 11/1/2035		5,803,735
	22,986,616	1.500%, 1/1/2036		20,646,576
	2,956,170	1.500%, 4/1/2036		2,653,495
	4,884,879	1.500%, 5/1/2036		4,384,728
	14,638,595	1.500%, 6/1/2036		13,107,763
	5,795,972	1.000%, 7/1/2036		5,020,778
	26,444,996	1.500%, 8/1/2036		23,712,564
	8,737,568	1.000%, 10/1/2036		7,592,895
	19,602,320	1.500%, 10/1/2036		17,576,908
	59,207,728	1.500%, 10/1/2036		53,145,591
	5,796,833	1.500%, 11/1/2036		5,212,366
	18,009,774	2.000%, 6/1/2040		15,800,661
	3,947,841	2.000%, 8/1/2040		3,459,297
	2,813,021	4.000%, 10/1/2040		2,750,371
	10,375,973	1.500%, 11/1/2040		8,794,631
	2,546,442	4.000%, 11/1/2040		2,490,611
	5,878,355	2.000%, 12/1/2040		5,139,155

Principal Amount			Value
		RESIDENTIAL MORTGAGE-BACKED SECURITIES (Continued)
		AGENCY POOL FIXED RATE (Continued)
$	70,664,049	1.500%, 6/1/2041	$	59,496,840
	10,692,058	1.500%, 7/1/2041		8,993,580
	6,805,508	2.000%, 8/1/2041		5,916,132
	11,274,571	1.500%, 10/1/2041		9,455,989
	4,132,720	1.500%, 11/1/2041		3,482,124
	16,534,923	1.500%, 11/1/2041		13,858,683
	63,602,337	1.500%, 12/1/2041		53,275,804
	30,493,669	1.500%, 12/1/2041		25,731,610
	5,113,995	1.500%, 1/1/2042		4,298,856
	35,909,359	1.500%, 1/1/2042		30,141,706
	36,899,467	2.000%, 5/1/2042		32,041,379
	25,092,859	2.000%, 8/1/2042		21,777,126
	18,577,515	2.000%, 8/1/2042		16,162,047
	42,811,843	4.500%, 12/1/2045		42,882,696
				2,108,561,676

		NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 6.4%
		Citigroup Mortgage Loan Trust
	1,634,246	Series 2014-A, Class A, 4.000%, 1/25/2035^(a),(b)		1,603,161
		GS Mortgage-Backed Securities Trust
	8,456,150	Series 2021-PJ4, Class A8, 2.500%, 9/25/2051^(a),(b)		7,591,488
	33,142,284	Series 2021-PJ5, Class A8, 2.500%, 10/25/2051^(a),(b)		29,726,793
	35,999,670	Series 2021-PJ6, Class A8, 2.500%, 11/25/2051^(a),(b)		32,226,527
	28,784,395	Series 2021-PJ7, Class A8, 2.500%, 1/25/2052^(a),(b)		25,713,396
	9,785,088	Series 2021-PJ10, Class A8, 2.500%, 3/25/2052^(a),(b)		8,726,031
	6,149,418	Series 2022-PJ1, Class A8, 2.500%, 5/28/2052^(a),(b)		5,462,317
	13,460,659	Series 2022-PJ2, Class A24, 3.000%, 6/25/2052^(a),(b)		12,267,043
	10,290,122	Series 2022-PJ3, Class A22, 2.500%, 8/25/2052^(a),(b)		9,158,996
	5,318,919	Series 2022-PJ3, Class A24, 3.000%, 8/25/2052^(a),(b)		4,842,142
	33,830,234	Series 2022-PJ4, Class A22, 2.500%, 9/25/2052^(a),(b)		30,050,102
	6,319,429	Series 2022-PJ4, Class A24, 3.000%, 9/25/2052^(a),(b)		5,743,434
	77,034,793	Series 2022-PJ5, Class A22, 2.500%, 10/25/2052^(a),(b)		68,223,168
	49,683,283	Series 2022-PJ6, Class A15, 2.500%, 1/25/2053^(a),(b)		44,025,390
		J.P. Morgan Mortgage Trust
	4,966,883	Series 2021-6, Class A4, 2.500%, 10/25/2051^(a),(b)		4,464,831
	10,653,789	Series 2021-7, Class A4, 2.500%, 11/25/2051^(a),(b)		9,566,662
	15,654,256	Series 2021-10, Class A4A, 2.000%, 12/25/2051^(a),(b)		13,687,787

Cost of investments	$	10,039,085,924

Gross unrealized appreciation	$	286,989,865
Gross unrealized depreciation		(71,210,409	)

Net unrealized appreciation/(depreciation)	$	215,779,456

Undistributed ordinary income		37,616,066
Undistributed long-term capital gains		-
Tax accumulated earnings		37,616,066

Accumulated capital and other losses		(717,829,020	)
Grantor Trust Basis Adjustments		6,732,090
Unrealized appreciation on investments		215,779,456
Total accumulated earnings (deficit)	$	(457,701,408	)

The tax character of the distributions paid during the fiscal years ended September 30, 2025 and September 30, 2024 were as follows:

Distributions paid from:	9/30/2025		9/30/2024
Ordinary Income	$	370,090,078	$	348,611,192
Net long term capital gains		-		-
Return of capital		-		-
Total distributions paid	$	370,090,078	$	348,611,192

Short-term	$	(305,394,187	)
Long-term		(412,414,529	)
	$	(717,808,716	)

Investments	Level 1		Level 2		Level 3		Total
Asset-Backed Securities
Auto	$	-	$	653,205,104	$	-	$	653,205,104
Collateralized Loan Obligation		-		320,977,225		-		320,977,225
Equipment		-		1,112,391,128		7,864,954		1,120,256,082
Other		-		802,289,060		-		802,289,060
Commercial Mortgage-Backed Securities
Agency		-		1,272,347,761		-		1,272,347,761
Agency Stripped		-		28,042,195		-		28,042,195
Non-Agency		-		236,684,432		-		236,684,432
Corporate Bank Debt		-		-		18,577,645		18,577,645
Corporate Bonds
Communications		-		5,917,594		-		5,917,594
Financials		-		79,773,873		81,414,000		161,187,873
Health Care		-		9,226,635				9,226,635
Residential Mortgage-Backed Securities
Agency Collateralized Mortgage Obligation		-		73,645,311		-		73,645,311
Agency Pool Adjustable Rate		-		155,373,793		-		155,373,793
Agency Pool Fixed Rate		-		2,108,561,676		-		2,108,561,676
Non-Agency Collateralized Mortgage Obligation		-		659,031,337		-		659,031,337
U.S. Treasury Notes & Bonds		-		1,760,470,729		-		1,760,470,729
Common Stocks
Metals & Mining		-		-		49,921,392		49,921,392
Real Estate Services		6,455,781		-		-		6,455,781
Transportation & Logistics		-		-		121,805,440		121,805,440
Short-Term Investments		18,085,493		672,802,822		-		690,888,315
	$	24,541,274	$	9,950,740,675	$	279,583,431	$	10,254,865,380

Asset Class	Fair Value September 30, 2025			Valuation Methodologies	Unobservable Input	Input Range/Value		Valuation Weighted Average of Input		Impact to Valuation From an Increase in Input⁽¹⁾
Asset-Backed Securities - Equipment	$	7,864,954		Third-Party Broker Quote⁽²⁾	Quotes/Prices	$	93.00	$	93.00	Increase
Common Stocks	$	121,805,440		Pricing Model⁽³⁾	Quotes/Prices	$	32.00	$	32.00	Increase
	$	49,921,392		Pricing Model⁽⁴⁾	Transaction Terms	$	1.25	$	1.25	Increase
Corporate Bank Debt	$	19,553,357		Third-Party Broker Quote⁽²⁾	Quotes/Prices		$79.00 - $100.54	$	100.24	Increase
	$	2,653		Pricing Model⁽⁵⁾	Residual Value	$	0.01	$	0.01	Increase
	$	(978,365	)	Pricing Model⁽⁶⁾	Quotes/Prices	$	90.00	$	90.00	Increase
Corporate Bonds	$	81,414,000		Pricing Model⁽⁷⁾	Cost	$	100.00	$	100.00	Decrease

Security Description	Shares Held as of September 30, 2024		Beginning Value as of September 30, 2024		Purchases at Cost		Proceeds from Sales		Net Realized Gain (Loss) on Sales Affiliated Investment		Return of Capital		Change in Unrealized Appreciation (Depreciation)			Transfer In (Out)		Ending Value as of September 30, 2025		Shares as of September 30, 2025		Dividend Income From Affiliated Investments
AIPCF VIII A-BL Aggregator Cayman LP Restricted		39,831,957	$	49,921,392	$	-	$	-	$	-	$	40,000	$	(40,000	)	$	-	$	49,921,392		39,831,957	$	-
PHI Group, Inc.		3,806,420		76,128,400		-		-		-		-		45,677,040			-	$	121,805,440		3,806,420		3,806,420
Total			$	126,049,792	$	-	$	-	$	-	$	40,000	$	45,637,040		$	-	$	171,726,832			$	3,806,420

Issuer	Initial Acquisition Date	Cost			Fair Value			Fair Value as a % of Net Assets
AIPCF VIII A-BL Aggregator Cayman LP	4/18/2024	$	68,316,627		$	49,921,392			0.49	%
Apollo Debt Solution BDC Senior Notes, 8.620%, 9/28/2028	8/10/2023		26,023,000			26,023,000			0.25	%
Capstone Acquisition Holdings, Inc. Term Loan, 8.763% (1-Month Term SOFR+460 basis points),11/12/2029	11/12/2020		19,060,998			19,273,269			0.19	%
Copper Property CTL Pass Through Trust	10/6/2017		25,752,396			6,455,781			0.06	%
Heartland Dental LLC/Heartland Dental Finance Corp., 10.500% (1-Month Term SOFR+500 basis points), 4/30/2028	5/25/2023		8,623,088			9,226,635			0.09	%
Hlend Senior Notes, 8.170%, 3/15/2028	2/16/2023		42,500,000			42,500,000			0.41	%
JC Penney Corp., Inc., 5.568% (3-Month USD Libor+425 basis points), 6/23/2027	2/3/2021		-			2,653			0.00	%
Lealand Finance Company B.V. Senior Exit LC, 5.250%, 6/30/2027	2/28/2020		(11,922	)		(978,365	)		-0.01	%
McDermott Technology Americas, Inc., 8.278%, (1-Month Term SOFR+400 basis points), 12/31/2027	3/25/2024		196,946			280,088			0.00	%
OCREDIT BDC Senior Notes, 7.770%, 3/07/2029	2/22/2024		12,891,000			12,891,000			0.13	%
PHI Group, Inc.	8/19/2019		31,131,405			121,805,440			1.18	%
Prop 2017-1A, 5.300%, 03/15/2042	2/9/2017		8,452,626			7,864,954			0.08	%
		$	242,936,164		$	295,265,847			2.87	%

(Registrant)	Investment Managers Series Trust III

By (Signature and Title)	/s/ Maureen Quill
	Maureen Quill, President and Principal Executive Officer

Date	12/5/2025