We hope that investors will find FPA commentaries helpful to understand application of the same investment discipline in various markets, and can refer to particular items that interest them. You should consider the Fund’s investment objectives, risks, and charges and expenses carefully before you invest. The Prospectus details the Fund's objective and policies, sales charges, and other matters of interest to the prospective investor. Please read this Prospectus carefully before investing. The Prospectus may be obtained by visiting the website at www.fpafunds.com, by email at [email protected], toll-free by calling 1-800-982-4372 or by contacting the Fund in writing. Average Annual Total Returns As of March 31, 2013 Fund/Index MTD YTD 1 Year 3 Years** 5 Years** 10 Years** Since Inception** FPA Crescent 2.17% 7.22% 10.92% 9.40% 7.10% 10.18% 10.94% S&P 500 3.75% 10.61% 13.96% 12.67% 5.81% 8.53% 8.55% 11.67% 8.36% 9.87% 9.12% 60% R2500/40% BCGC 2.68% 7.55% 12.54% ** Annualized. A redemption fee of 2.00% will be imposed on redemptions of shares within 90 days. Expense ratio as of most recent prospectus is 1.25%. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown. This data represents past performance and investors should understand that investment returns and principal values fluctuate, so that when you redeem your investment it may be worth more or less than its original cost. Current month-end performance data may be obtained by calling toll-free, 1-800-982-4372. The Fund commenced investment operations on June 2, 1993. The performance shown for periods prior to March 1, 1996 reflects the historical performance of a predecessor fund. FPA assumed control of the predecessor fund on March 1, 1996. The FPA Crescent Fund's objectives, policies, guidelines and restrictions are, in all material respects, equivalent to those of the predecessor fund. To view portfolio holdings from the most recent quarter end, please refer to the end of this document or at www.fpafunds.com. Portfolio composition will change due to ongoing management of the fund. References to individual securities are for informational purposes only and should not be construed as recommendations by the Funds, Advisor or Distributor. The discussions of Fund investments represent the views of the Fund's managers at the time of each report and are subject to change without notice. These views may not be relied upon as investment advice or as an indication of trading intent on behalf of any First Pacific Advisors portfolio. Security examples featured are samples for presentation purposes and are intended to illustrate our investment philosophy and its application. It should not be assumed that most recommendations made in the future will be profitable or will equal the performance of the securities. The Russell 2500 Index consists of the 2,500 smallest companies in the Russell 3000 total capitalization universe. This index is considered a measure of small and mid-capitalization stock performance. The Standard & Poor's 500 Stock Index (S&P 500) is a capitalization-weighted index which covers industrial, utility, transportation and financial service companies, and represents approximately 75% of the New York Stock Exchange (NYSE) capitalization and 30% of NYSE issues. This index is considered a measure of large capitalization stock performance. These indices do not reflect any commissions or fees which would be incurred by an investor purchasing the stocks they represent. The Balanced Benchmark is a combined index of which 60% reflects the Russell 2500 Index and 40% the Barclay Government/Credit Index. The Barclays Capital Government/Credit Index consists of investment grade bonds, including U.S. Government Treasury bonds, corporate bonds, and yankee bonds. The performance of the Fund and of the Averages is computed on a total return basis which includes reinvestment of all distributions. Fund Risks Investments in mutual funds carry risks and investors may lose principal value. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Certain funds may purchase foreign securities, including American Depository Receipts (ADRs) and other depository receipts, which are subject to interest rate, currency exchange rate, economic and political risks; this may be enhanced when investing in emerging markets. Small and mid-cap stocks involve greater risks and they can fluctuate in price more than larger company stocks. The return of principal in a bond fund is not guaranteed. Bond funds have the same issuer, interest rate, inflation and credit risks that are associated with underlying bonds owned by the fund. Lower rated bonds, callable bonds and other types of debt obligations involve greater risks. Mortgage securities and asset backed securities are subject to prepayment risk and the risk of default on the underlying mortgages or other assets; derivatives may increase volatility. The FPA Funds are distributed by UMB Distribution Services, LLC, 803 W. Michigan Street, Milwaukee, WI, 53233. FPA Crescent Fund Quarterly Commentary 1st Quarter March 31, 2013 Dear Shareholders: Overview We may be in a new year, but not much else in the financial world has changed: interest rates remain low, investors still lack yield alternatives and global economic news has been, at best, neutral. This has all pushed the stock market higher. The S&P 500 returned 10.61% in 2013’s first quarter, while bonds1 returned -0.12%, and the FPA Crescent Fund returned 7.22%. The first quarter’s winners and losers are as follows: 2013 Q1 Winners & Losers Winners Covidien CVS Caremark Thermo Fisher Scientific Losers Orkla ATP Oil & Gas Oracle The top three contributors to performance each added just less than 0.50% to the quarterly return. The worst performer set the Fund back less than 0.20%. There were no newsworthy events during the period that caused these securities to either rise or fall. Investments Though the players involved may change from one generation to the next, investing at its core is, and always will be, nothing more than a tug of war between fear and greed. Fear summons the wanton selling of assets without regard to value, a scenario that often allows us to purchase assets from panicked sellers at a discount to intrinsic value. Conversely, greed creates reckless accumulation, also without regard to value, and makes it easier to find a buyer at prices higher than we paid to the frightened seller. Fear gives us an “in”, while greed gives us an “out”. At the moment, the side pulling the “greed” end of the rope would seem to have the momentum, so as you can guess we have been feeding them some of our slack. Rest assured however, this is a tug of war that never ends, and while we don’t know when it will happen, “fear” will eventually turn the tide in the future, just as it has in the past. At that point we will rise each morning and put our well rested muscles to work by once again actively deploying capital. The VIX Index, a measure of volatility depicted in the chart below, could be described as the market’s mood ring. When investors are fearful, the market becomes more volatile and the VIX increases. When people act greedily, the VIX trades at lower levels. Look at the index in 2002, when Enron, Worldcom, and Tyco were making headlines as the poster children for funky accounting. The VIX rose dramatically as investors lost trust in corporate America. As they voted with their feet by selling, it was an opportunity to buy. Conversely, in 2005/06 the VIX reflected a dangerous complacency that set up the financial crisis in 2008-9 which 1 The Barclays Capital U.S. Aggregate Bond Index is a market capitalization-weighted index, meaning the securities in the index are weighted according to the market size of each bond type. Most U.S. traded investment grade bonds are represented. Municipal bonds, and Treasury Inflation-Protected Securities are excluded, due to tax treatment issues. The index includes Treasury securities, Government agency bonds, Mortgage-backed bonds, Corporate bonds, and a small amount of foreign bonds traded in U.S. 1 propelled the VIX to a record high that exceeded 80, and ultimately produced another great buying opportunity. In short, volatility is our friend, but it hasn’t shown its face over the past year. The VIX currently trades not far above its historic low and, as one should expect, we therefore find fewer occasions to commit capital. Price ($) CBOE SPX VOLATILITY INDEX2 Year As for how this relates to equity valuations, the last time we significantly increased our invested exposure was in the summer and fall of 2011, when the VIX was rising. The market has increased 40.4% since3 but not because of business performance. In this weakest of economic recoveries, the S&P 500 earnings have grown just 7.6% since Sept. 30, 2011, so most of the market’s move can be attributed to multiple expansion4. Using Bloomberg to construct an oversimplified view, the S&P 500 has seen its P/E5 increase from 12.0x at the September 2011 low – when the VIX was trading above 40 – to 15.6x today. Valuations have increased faster than earnings, making P/E’s the new growth vehicle. We believe it is impossible for the stock market to continue to increase at 5.4x the rate of earnings. Source: Bloomberg. The Chicago Board Options Exchange Volatility Index reflects a market estimate of future volatility, based on the weighted average of the implied volatilities of S&P 500 index Options. S&P 500 is the S&P 500, or the Standard & Poor's 500, is a stock market index based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market, as determined by Standard & Poor's. VIX levels shown from April 10, 2000 thru April 11, 2013. 3 S&P 500 appreciation from Sept. 30,2011 (1131.42) to April 12,2013 (1588.85). 4 Bloomberg. 5 P/E = Price/Earnings ratio, or a valuation ratio of a company's current share price compared to its per-share earnings. 2 2 Price-to-Earnings Ratio P/E S&P 500 Trailing P/E6 Year Conclusion Those who remain fully invested have made an implied bet that the world will tilt towards inflation. Although we find it hard to argue that point longer term, over shorter periods of time that may not prove true. Deflation might rule the day in the months to come, particularly if the Chinese economic engine begins to misfire. We frankly confess that we just don’t know if we’ll have inflation or deflation. And we also don’t know how much of either or when. We wish we could say otherwise. Those who believe that significantly higher levels of inflation are inevitable, and probably sooner rather than later, would be better served remaining fully invested in risk assets that will help protect against such vagaries that erode cash instruments. On the other hand, those who conclude that deflation will harm those very investments, would be better off keeping their portfolios safely liquid. We have chosen the middle, a lonely place that offers little conviction in either direction. We therefore maintain a Fund that we believe will not succeed terrifically well in either scenario, but may perform adequately in any scenario. As stakeholders ourselves, we do to you as we do unto ourselves. Our continued commitment to our shareholders is that we will work for you as if we manage all of your savings-even though, we don’t think that’s prudent. Safeguarding your capital requires us to maintain the best possible team of investment professionals. We take pride in the group of hardworking, high-quality individuals who sustain the core values espoused in both the 6 S&P 500 is The S&P 500, or the Standard & Poor's 500, is a stock market index based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market, as determined by Standard & Poor's. Trailing P/E is trailing price-to-earnings ratio, or the sum of a company's price-to-earnings, calculated by taking the current stock price and dividing it by the trailing earnings per share for the past 12 months. 3 FPA Way and the Contrarian Value Policy Statement7. We welcome Sean Korduner as the newest member of our team who is exemplary of these values. We have never had a job candidate invest more than 300 hours preparing a research report (in his spare time), until Sean. We appreciate his commitment and look forward to his future contributions. Respectfully submitted, Steven Romick President April 10, 2013 7 FPA Way: fpafunds.com/about us/way. FPA Contrarian Value Investment Policy Statement:fpafunds.com/docs/policystatements/2011-06-c-value-policy-statement---template-wo-header.pdf?sfvrsn=2 4 FPA Crescent Fund Portfolio Holdings CUSIP/SEDOL 017175100 026874784 032654105 03524A108 37389103 013417504 009873597 064058100 136385101 17275R102 TICKER Y AIG ADI BUD AON ARRS BAC BK CNQ CSCO 125581801 172967424 G2554F105 126650100 29358Q109 B1VXKN7 38259P508 7097328BE 5002465DE 428236103 009978810 450911201 478160104 548661107 594918104 674599105 681904108 68389X105 B1VQF42 CIT C COV CVS ESV GENM_MK GOOG GBLB_BB HEN_GR HPQ IPG ITT JNJ LOW MSFT OXY OCR ORCL ORK_NO SHARES 286,200 5,168,300 3,522,000 2,160,400 6,249,200 4,168,000 3,801,200 4,491,400 5,176,500 10,977,200 3,171,611 3,171,611 2,745,600 1,781,300 4,851,700 6,805,000 470,000 53,251,200 256,000 1,686,147 1,061,150 2,991,800 9,532,300 1,775,800 1,870,000 3,120,000 11,715,000 2,019,000 5,846,000 6,164,600 21,881,000 690768403 716768106 4712798 779382100 0884709 883556102 89417E109 B12T3J1 931142103 931422109 94973V107 B3DMTY0 984121103 OI PETM RNO_FP RDC TSCO_LN TMO TRV UNA_NA WMT WAG WLP WPP_LN XRX 5,815,100 423,000 2,084,000 1,425,000 31,096,050 3,695,000 695,000 2,973,147 1,295,000 2,175,000 2,025,000 10,134,960 9,233,700 026375105 053484101 25960P109 297178105 302182100 313747206 40414L109 AM AVB DEI ESS ESRX FRT HCP (419,800) (100,400) (417,600) (88,200) (385,427) (107,300) (226,700) SECURITY ALLEGHANY CORPORATION AMERICAN INTERNATIONAL GROUP, INC. ANALOG DEVICES, INC. ANHEUSER-BUSCH INBEV SA/NV - ADR * AON* ARRIS GROUP, INC. BANK OF AMERICA CORPORATION BANK OF NEW YORK MELLON CORPORATION CANADIAN NATURAL RESOURCES LIMITED * CISCO SYSTEMS COUNTRYWIDE HOLDINGS, LTD. - A * COUNTRYWIDE HOLDINGS, LTD. - B * CIT GROUP CITIGROUP COVIDIEN PLC * CVS CAREMARK ENSCO PLC - ADR (1) * GENTING MALAYSIA BERHAD * GOOGLE GROUPE BRUXELLES LAMBERT S.A. * HENKEL AG & CO. KGAA * HEWLETT-PACKARD INTERPUBLIC GROUP OF COMPANIES ITT CORPORATION JOHNSON & JOHNSON LOWE'S COMPANIES MICROSOFT OCCIDENTAL PETROLEUM OMNICARE ORACLE CORPORATION ORKLA ASA OTHER OWENS-ILLINOIS PETSMART RENAULT S.A.* ROWAN COMPANIES* TESCO PLC* THERMO FISHER SCIENTIFIC INC. THE TRAVELERS COMPANIES UNILEVER N.V. * WAL-MART STORES WALGREEN WELLPOINT WPP PLC* XEROX CORPORATION TOTAL COMMON STOCK (LONG): AMERICAN GREETINGS - A AVALONBAY COMMUNITIES DOUGLAS EMMETT ESSEX PROPERTY TRUST EXPRESS SCRIPTS, INC. FEDERAL REALTY INVESTMEMT TRUST HCP, INC. 03/31/2013 MKT PRICE ($) 395.92 38.82 46.49 99.55 61.50 17.17 12.18 27.99 32.13 20.91 5.93 43.48 44.24 67.84 54.99 60.00 1.19 794.03 76.47 78.89 23.84 13.03 28.43 81.53 37.92 28.61 78.37 40.72 32.34 8.00 26.65 62.10 62.66 35.36 5.80 76.49 84.19 40.97 74.83 47.68 66.23 15.94 8.60 5 16.10 126.67 24.93 150.58 57.65 108.04 49.86 MKT VALUE ($) 113,312,304.00 200,633,406.00 163,737,780.00 215,067,820.00 384,325,800.00 71,564,560.00 46,298,616.00 125,714,286.00 166,320,945.00 229,533,252.00 18,797,504.07 0.00 119,378,688.00 78,804,712.00 329,139,328.00 374,206,950.00 28,200,000.00 63,113,322.24 203,271,680.00 128,941,853.08 83,715,927.46 71,324,512.00 124,205,869.00 50,485,994.00 152,461,100.00 118,310,400.00 335,166,150.00 158,229,030.00 238,049,120.00 199,363,164.00 174,973,604.60 619,487,752.00 154,972,415.00 26,268,300.00 130,578,855.20 50,388,000.00 180,307,336.32 282,630,550.00 58,512,050.00 121,798,831.95 96,904,850.00 103,704,000.00 134,115,750.00 161,568,491.83 79,409,820.00 6,967,294,679.75 (6,758,780.00) (12,717,668.00) (10,410,768.00) (13,281,156.00) (22,219,866.55) (11,592,692.00) (11,303,262.00) COUPON RATE MATURITY DATE % OF NET ASSET VALUE 1.00% 1.77% 1.44% 1.90% 3.39% 0.63% 0.41% 1.11% 1.47% 2.02% 0.17% 0.00% 1.05% 0.70% 2.90% 3.30% 0.25% 0.56% 1.79% 1.14% 0.74% 0.63% 1.10% 0.45% 1.35% 1.04% 2.96% 1.40% 2.10% 1.76% 1.54% 5.46% 1.37% 0.23% 1.15% 0.44% 1.59% 2.49% 0.52% 1.07% 0.85% 0.91% 1.18% 1.42% 0.70% 61.45% -0.06% -0.11% -0.09% -0.12% -0.20% -0.10% -0.10% FPA Crescent Fund Portfolio Holdings CUSIP/SEDOL 44106M102 471109108 6642860 TICKER HPT JAH 7201_JP 71714F104 724479100 73278L105 92276F100 PMC PBI POOL VTR SHARES (182,300) (154,350) (12,983,600) (320,700) (401,000) (95,300) (61,800) 31,286,138 34,416,274 7,782,827 63934EAL2 SECURITY HOSPITALITY PROPERTIES TRUST JARDEN NISSAN MOTOR CO., LTD. OTHER PHARMERICA PITNEY BOWES INC. POOL VENTAS TOTAL COMMON STOCK (SHORT): 03/31/2013 MKT PRICE ($) 27.44 42.85 9.63 14.00 14.86 48.00 73.20 ENDEAVOUR FINANCIAL RESTORATION FUND, L.P. U.S. FARMING REALTY TRUST I, L.P. U.S. FARMING REALTY TRUST II, L.P. TOTAL LIMITED PARTNERSHIPS: MKT VALUE ($) (5,002,312.00) (6,613,897.50) (125,091,792.56) (92,592,424.95) (4,489,800.00) (5,958,860.00) (4,574,400.00) (4,523,760.00) (337,131,439.56) COUPON RATE MATURITY DATE % OF NET ASSET VALUE -0.04% -0.06% -1.10% -0.82% -0.04% -0.05% -0.04% -0.04% -2.97% 122.73 108.56 104.10 38,396,132.15 37,361,308.98 8,102,195.31 83,859,636.44 0.34% 0.33% 0.07% 0.74% 0.00% 0.08% 0.08% 0.06% 0.00% 0.14% 0.36% 1.10% 51,459,597,000 16,806,550,000 16,728,380,000 118,300,000 60,000,000 194,350,000 JPY SWAPTION 02/27/14 JPY PUT 09/09/14 JPY PUT 09/09/14 EUR CURRENCY 04/19/13 (118.3M EUR @ 1.335515) GBP CURRENCY 04/25/13 (60M GBP @ 1.52501) JPY PUT 03/24/22 (194.35M JPY @ 0.07525) TOTAL DERIVATIVES/FUTURES TOTAL OTHER SECURITIES 0.00 0.05 0.05 0.05 0.01 0.08 54,662.84 8,713,912.32 8,689,375.21 6,330,824.50 318,600.00 16,370,100.50 40,477,475.37 124,337,111.81 9,193,000 NAVISTAR INTERNATIONAL CORP. 3.00% 10/15/14 TOTAL PREFERRED STOCK & CONVERTIBLE BONDS: 102.000 9,376,860.00 9,376,860.00 3.7500 12/15/2025 0.08% 0.08% ATP OIL AND GAS CORPORATION 11.875% 05/01/15 ATP OIL & GAS CORPORATION DIP TERM LOAN 03/01/14 ATP OIL AND GAS CORPORATION 8.5% PS LOAN 12/31/13 SPRINGLEAF FINANCIAL SERVICES 5.85% 06/01/13 SPRINGLEAF FINANCIAL SERVICES 5.75% 09/15/16 SPRINGLEAF FINANCIAL SERVICES 6.50% 09/15/17 SPRINGLEAF FINANCIAL SERVICES 6.90% 12/15/17 COUNTRYWIDE HOLDINGS, LTD.10% 05/08/18-PIK12% REG S * COUNTRYWIDE HOLDINGS, LTD.10% 05/08/18-PIK12% * INTERNATIONAL LEASE FIIN. 5.875% 05/01/13 INTERNATIONAL LEASE FIIN. 6.625% 11/15/13 INTERNATIONAL LEASE FIIN. 5.65% 06/01/14 ISTAR FINANCIAL INC. 5.70% 03/01/14 ISTAR FINANCIAL INC. 6.05% 04/15/15 ISTAR FINANCIAL INC. 5.875% 03/15/16 ISTAR FINANCIAL INC. 5.85% 03/15/17 GENON ENERGY, INC. 7.625% 06/15/14 GLOBAL SHIP LEASE, INC. 08/14/16 TERM LOAN TOTAL BONDS & NOTES: TOTAL CORPORATE BONDS 6.75 72.00 93.00 100.62 100.75 99.99 100.69 154.26 154.26 100.41 103.00 104.50 103.45 104.50 103.50 101.24 106.25 85.50 9,228,127.50 27,509,655.59 2,082,663.60 3,507,648.06 5,138,250.00 8,979,461.20 15,471,564.42 5,459,508.18 12,879,489.93 7,004,601.60 1,660,360.00 5,763,175.00 21,360,771.03 7,223,247.36 19,441,723.60 5,011,231.50 16,181,875.00 28,194,480.00 202,097,833.57 211,474,693.57 11.8750 5/1/2015 3/1/2014 12/31/2013 6/1/2013 9/15/2016 9/15/2017 12/15/2017 5/8/2018 5/8/2018 5/1/2013 11/15/2013 6/1/2014 3/1/2014 4/15/2015 3/15/2016 3/15/2017 6/15/2014 8/14/2016 0.08% 0.24% 0.02% 0.03% 0.05% 0.08% 0.14% 0.05% 0.11% 0.07% 0.01% 0.05% 0.19% 0.06% 0.17% 0.04% 0.14% 0.25% 1.78% 1.86% 00208JAE8 00208SAU2 002080ATP 02635PTD5 02635PTG8 02635PTQ6 02635PTS2 EH8471748 EH8451609 459745FG5 45974VB80 45974VB49 45031UAH4 45031UAT8 45031UAW1 45031UBD2 74971XAB3 136,713,000 38,207,855 2,239,423 3,486,000 5,100,000 8,980,000 15,366,000 3,539,051 8,348,952 6,976,000 1,612,000 5,515,000 20,649,000 6,912,000 18,785,000 4,950,000 15,230,000 32,976,000 786514BS7 (6,810,000) SAFEWAY INC. 3.95% 08/15/20 TOTAL BONDS & NOTES (SHORT): 102.57 (6,985,289.40) (6,985,289.40) 3.9500 8/15/2020 -0.06% -0.06% 31374TCT4 340780AA3 854864AA3 85486AAA9 35,197 16,157,260 9,848,939 6,156,444 FNMA POOL #323282 7.5% 07/01/28 FLORIDA MORTGAGE RESOLUTION TRUST SERIES 2012-4A STANWICH MORTGAGE LOAN TRUST SERIES 2009-2 STANWICH MORTGAGE LOAN TRUST SERIES 2010-1 116.50 36.79 44.72 50.58 41,005.61 5,944,209.08 4,404,445.65 3,113,929.15 7.5000 3.6790 2.5215 3.3986 7/1/2028 5/15/2050 2/15/2049 9/15/2047 0.00% 0.05% 0.04% 0.03% 6 8.5000 5.8500 5.7500 6.5000 6.9000 10.0000 10.0000 5.8750 6.6250 5.6500 5.7000 6.0500 5.8750 5.8500 7.6250 FPA Crescent Fund Portfolio Holdings CUSIP/SEDOL 85486BAA7 85486TAA8 85486WAA1 85486XAA9 85486UAA5 85487GAA5 85487FAA7 TICKER SHARES 32,187,042 16,417,140 24,586,636 46,090,525 28,432,895 18,966,239 33,941,235 SECURITY STANWICH MORTGAGE LOAN TRUST SERIES 2010-2 STANWICH MORTGAGE LOAN TRUST SERIES 2010-3 STANWICH MORTGAGE LOAN TRUST SERIES 2010-4 STANWICH MORTGAGE LOAN TRUST SERIES 2011-1 STANWICH MORTGAGE LOAN TRUST SERIES 2011-2 STANWICH MORTGAGE LOAN TRUST SERIES 2012-2 STANWICH MORTGAGE LOAN TRUST SERIES 2012-4 TOTAL MORTGAGE BACKED SECURITIES 03/31/2013 MKT PRICE ($) 50.42 50.03 46.73 52.74 53.52 38.50 44.41 TOTAL MARKET VALUE: CASH & EQUIVALENTS (NET OF LIABILITIES): TOTAL NET ASSETS: MKT VALUE ($) 16,228,706.62 8,213,495.00 11,489,335.01 24,309,479.45 15,217,399.00 7,302,741.82 15,072,284.96 111,337,031.35 COUPON RATE 5.0331 2.8683 8.4388 7.5910 4.9201 0.8023 1.9537 62.36% 4,267,945,488.30 37.64% $11,338,272,275.82 100.00% Portfolio Holding Submission Disclosure Except for certain publicly available information incorporated herein, the information contained in these materials is our confidential and proprietary information and is being submitted to you for your confidential use with the express understanding that, without our prior written permission, you will not release these materials or discuss the information contained herein or make reproductions of or use these materials for any purpose other than evaluating a potential advisory relationship with First Pacific Advisors. You should consider the Fund’s investment objectives, risks, and charges and expenses carefully before you invest. The Prospectus details the Fund's objective and policies, sales charges, and other matters of interest to the prospective investor. Please read this Prospectus carefully before investing. The Prospectus may be obtained by visiting the website at www.fpafunds.com, by email at [email protected], toll-free by calling 1-800-982-4372 or by contacting the Fund in writing. Investments in mutual funds carry risks and investors may lose principal value. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Certain funds may purchase foreign securities, including American Depository Receipts (ADRs) and other depository receipts, which are subject to interest rate, currency exchange rate, economic and political risks; this may be enhanced when investing in emerging markets. Small and mid cap stocks involve greater risks and they can fluctuate in price more than larger company stocks. The return of principal in a bond fund is not guaranteed. Bond funds have the same issuer, interest rate, inflation and credit risks that are associated with underlying bonds owned by the fund. Lower rated bonds, convertible securities and other types of debt obligations involve greater risks.Mortgage securities and asset backed securities are subject to prepayment risk and the risk of default on the underlying mortgages or other assets; derivatives may increase volatility. Portfolio composition will change due to ongoing management of the fund. References to individual securities are for informational purposes only and should not be construed as recommendations by the Funds, Advisor or Distributor. 7 % OF NET ASSET VALUE 0.14% 0.07% 0.10% 0.22% 0.13% 0.07% 0.13% 0.98% $7,070,326,787.52 * Indicates foreign security. The FPA Funds are distributed by UMB Distribution Services, LLC, 803 W. Michigan Street, Milwaukee, WI, 53233. MATURITY DATE 2/28/2057 7/31/2038 8/31/2049 6/30/2039 9/15/2050 3/15/2047 6/15/2051
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