N-CSRS 1 tm2221931d1_ncsrs.htm N-CSRS

 

 

 

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

 

 

 

fpa FUNDS TRUST

(Exact name of registrant as specified in charter)

 

11601 WILSHIRE BLVD., STE. 1200

LOS ANGELES, CALIFORNIA 90025

(Address of principal executive offices)(Zip code)

 

(Name and Address of Agent for Service)

Copy to:

 

J. RICHARD ATWOOD, PRESIDENT

FPA FUNDS TRUST

11601 WILSHIRE BLVD., STE. 1200

LOS ANGELES, CALIFORNIA 90025

MARK D. PERLOW, ESQ.

DECHERT LLP

ONE BUSH STREET, STE. 1600

SAN FRANCISCO, CA 94104

 

Registrant’s telephone number, including area code: (310) 473-0225

 

Date of fiscal year end: December 31

 

Date of reporting period: June 30, 2022

 

 

 

 

 

 

Item 1: Report to Shareholders.

 

(a)The Reports to Shareholders are attached herewith.

 

 

 

 

Distributor:

UMB DISTRIBUTION SERVICES, LLC

235 West Galena Street
Milwaukee, Wisconsin 53212

Semi-Annual Report

June 30, 2022

FPA Crescent Fund


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

Dear Shareholder:

Performance Overview

The FPA Crescent Fund — Institutional Class ("Fund" or "Crescent") declined 9.32% in 2022's second quarter and declined 10.69% for the trailing twelve months.1 The Fund captured 81.1% of the average of the S&P 500 and MSCI ACWI NR USD's ("MSCI ACWI") decline in the trailing twelve months, underperforming its 75.0% average net risk exposure.2 However, over the current market cycle, the Fund has performed favorably compared to the equity market on a risk-adjusted basis — capturing 99.9% of the average of the S&P 500 and MSCI ACWI's return while taking on 64.4% net risk exposure, on average.3

Below you can see the Fund's performance along with various relevant indexes.

Exhibit A: Performance versus Illustrative Indices4

 

Q2 2022

 

Trailing 12-month

 

Crescent

   

-9.32

%

   

-10.69

%

 

Crescent — Long Equity

   

-13.63

%

   

-14.48

%

 

MSCI ACWI NR USD

   

-15.66

%

   

-15.75

%

 

S&P 500

   

-16.10

%

   

-10.62

%

 

60% MSCI ACWI NR USD/ 40% BBg US Agg

   

-11.36

%

   

-13.43

%

 

60% S&P 500 / 40% BBg US Agg

   

-11.63

%

   

-10.24

%

 

1  Effective September 4, 2020, the current single class of shares of the Fund was renamed the Institutional Class shares. Unless otherwise noted, all data herein is representative of the Institutional Share Class.

2  Risk assets are any assets that are not risk free and generally refers to any financial security or instrument, such as equities, commodities, high-yield bonds, and other financial products that are likely to fluctuate in price. Risk exposure refers to the Fund's exposure to risk assets as a percent of total assets. The Fund's net risk exposure as of June 30, 2022 was 75.5%.

3  The current market cycle began October 10, 2007 and continued through June 30, 2022. The current market cycle is ongoing. Market cycles (peak to peak) are generally defined as a period that contains a decline of at least 20% from the previous market peak over at least a two-month period and a rebound to establish a new peak above the prior market peak. The current cycle is ongoing and thus presented through the most recent quarter-end. Once the cycle closes, the results presented may differ materially.

4  Comparison to the indices is for illustrative purposes only. The Fund does not include outperformance of any index or benchmark in its investment objectives. An investor cannot invest directly in an index. The long equity segment of the Fund is presented gross of investment management fees, transactions costs, and Fund operating expenses, which if included, would reduce the returns presented. Long equity holdings only includes equity securities excluding paired trades, short-sales, and preferred securities. The long equity performance information shown herein is for illustrative purposes only and may not reflect the impact of material economic or market factors. No representation is being made that any account, product, or strategy will or is likely to achieve profits, losses, or results similar to those shown. Long equity performance does not represent the return an investor in the Fund can or should expect to receive. Fund shareholders may only invest or redeem their shares at net asset value.

Past performance is no guarantee, nor is it indicative, of future results.


1


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

During the first half of 2022, from peak to trough, the MSCI ACWI declined more than 20% for the third time since the great financial crisis.5 As discussed in prior commentaries, we had been concerned about inflation and were running the Fund more invested than the recent past in an effort to protect purchasing power.6 With an average net risk exposure of 75% during the first half of the year, the Fund was not immune to the market selloff, capturing 64% of the average market decline (based on the average return of the S&P 500 and MSCI ACWI indices).

The decline in global equity indexes was broad-based, leaving little unscathed, with energy as one of the few exceptions, as rising interest rates, high inflation, fears of a weakening economy, and greater caution around funding risky, money-losing companies. Market declines can be psychologically difficult, but are to be expected, and can be used to allocate capital towards re-priced and newly attractive opportunities. We are predisposed to lean into price weakness by adding to what we believe are quality businesses at increasingly attractive prices, acquiring debt at equity-like returns, building positions in long-admired franchises, and occasionally seeking out opportunities in distressed and deeply out-of-favor situations.

Portfolio discussion

Exhibit B: Trailing Twelve-Month Contributors and Detractors as of June 30, 20227

Contributors   Perf.
Cont.
  Avg. %
of Port.
 

Detractors

  Perf.
Cont.
  Avg. %
of Port.
 

Sound Holding

   

1.03

%

   

0.5

%

 

Meta Platforms

   

-1.55

%

   

2.5

%

 

FPS LLC

   

0.70

%

   

1.1

%

 

Comcast

   

-1.04

%

   

3.3

%

 

Glencore

   

0.63

%

   

2.2

%

 

Charter Communications

   

-0.86

%

   

2.4

%

 

Meggitt

   

0.55

%

   

0.2

%

 

Naspers & Prosus

   

-0.83

%

   

2.2

%

 

Interest Rate Caps (multiple)

   

0.49

%

   

0.4

%

 

Citigroup

   

-0.75

%

   

2.2

%

 

   

3.40

%

   

4.5

%

       

-5.02

%

   

12.7

%

 

5  The current market decline for the MSCI ACWI index began January 5, 2022 and is ongoing. During the period Jan 5, 2022 through June 30, 2022, the S&P 500 and the MSCI ACWI NR USD declined 20.42% and 20.57%, respectively; while the Fund declined 13.03% during the same period. The two other periods with 20%+ market declines as measured by the MSCI ACWI were 4/29/2011 to 10/3/2011 and 2/19/2020 to 3/23/2020. During these periods the MSCI ACWI, S&P 500 and the Fund declined 22.63%, 18.64%, and 13.06%; 33.64%, 33.79% and 29.07%, respectively. The Global Financial Crisis was from 2007 to 2009. Even with this recent drawdown, equity markets are not technically in a bear market yet (defined by Vanguard as being down by at least 20% for more than two months), though many companies have suffered far deeper declines.

6  Prior Crescent Fund commentaries can be found at: https://fpa.com/funds/fpa-crescent-fund-quarterly-commentary-archive

7  Reflects the top five contributors and detractors to the Fund's performance based on contribution to return for the trailing twelve months ("TTM"). Contribution is presented gross of investment management fees, transactions costs, and Fund operating expenses, which if included, would reduce the returns presented. The information provided does not reflect all positions purchased, sold or recommended by FPA during the quarter. A copy of the methodology used and a list of every holding's contribution to the overall Fund's performance during the TTM is available by contacting FPA Client Service at crm@fpa.com. It should not be assumed that recommendations made in the future will be profitable or will equal the performance of the securities listed.

Past performance is no guarantee, nor is it indicative, of future results.


2


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

In the last twelve months, Crescent's top five performers contributed 3.40% to its return, while its bottom five detracted 5.02%. We believe that some of these ups and downs might prove ephemeral, but we address where our thesis is being validated or where it might be broken.

Sound Holding & FPS LLC — The global shipping market is subject to extreme cyclical swings. Due to institutional imperatives, public market constraints and misalignment of interest, we have not believed that investing in this sector's public equities is the best way to take advantage of these cycles. We prefer the contrarian approach of buying vessels at below replacement cost, operating with minimal leverage, and exiting when values incent new vessel construction as we believe that can lead to attractive, less-correlated long-term equity-like returns, with modest risk of permanent impairment. In response to depressed container ship values, in 2013, we began to make direct ship investments in partnership with industry operators. Over the years, the Fund has also bought and participated in loans to container, dry bulk, chemical and oil service vessels. Because Sound Holding and FPS LLC invest directly in shipping and service vessels, and we control the equity of Sound Holding and FPS, we make the purchase/sale and capital distribution decisions, positioning us to buy at attractive prices, finance conservatively, and exit opportunistically. With the rebound in the global economy combined with boats being scrapped, supply and demand tipped in favor of container vessel owners, allowing the Fund to exit its spot container positions at premiums to acquisition cost, resulting in recognized gains. We expect distribution of sale proceeds in the third quarter to reduce the Sound Holdings position. FPS' increase in price caused it to become a top ten fund holding. FPS is primarily comprised of oil service vessels. Given supply and demand dynamics for oil service vessels, we are cautiously optimistic.

Glencore is one of the largest globally diversified commodity businesses operating both industrial and marketing businesses. Importantly, we believe Glencore operates in a genuinely shareholder-oriented manner. Crescent purchased Glencore off-and-on from 2018 through 2020 at what we believe is a single digit multiple of normal earnings power. The opportunity presented itself when investors were less willing to own commodity sensitive businesses due to a period of low inflation and general disregard for valuation. Net of distributions of above average cyclical profits likely to be earned in 2022, we believe the company still trades at an attractive valuation relative to its long-term earnings power, justifying its continued presence in the Fund.

Our investment thesis on the names that have detracted from performance have not materially changed but highlight the following three.

Prosus' stock price has declined along with the values of their investment portfolio. Our thesis has somewhat improved as management recently announced a share repurchase program that will be funded, in part, by periodic and partial sales of its Tencent holding. Given that its stock price trades at a greater than 35% discount to its estimated net asset value (NAV), share repurchases should be accretive. The Company's stock price has appreciated 26% since the announcement.8

8  Source: Prosus announcement, June 27, 2022. Appreciation is in Euros, the local currency. https://www.prosus.com/news/the-group-announces-the-beginning-of-an-open-ended-share-repurchase-programme-of-prosus-and-naspers-shares/

Past performance is no guarantee, nor is it indicative, of future results.


3


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Charter and Comcast, the Fund's investment in the US cable industry, is an example of us leaning into fear. These investments have underperformed in the last year but still trade above the Fund's cost basis. The industry has been plagued by fears of video cord cutting, and competition from 5G and Fiber to the Home. This allowed us to buy and to continue to hold both Comcast and Charter Communications. These businesses trade at what we believe are reasonable valuations and we think should have attractive growth in free cash flow over the next decade. We expect that they will allocate that free cash flow in the best interest of shareholders, given that they are controlled by owner-operators.

Exhibit C: Portfolio Composition9

Risk Asset

 

Q2 2022

 

Q1 2022

 

Q2 2021

 

5yr Average

 

Common Stock, Long

   

70.0

%

   

71.5

%

   

77.1

%

   

70.7

%

 

Common Stock, Short

   

0.0

%

   

-0.5

%

   

-3.0

%

   

-5.3

%

 

Credit, Long

   

1.5

%

   

0.6

%

   

1.2

%

   

3.8

%

 

Credit, Short

   

0.0

%

   

0.0

%

   

-0.2

%

   

-0.3

%

 

Other

   

4.0

%

   

2.8

%

   

1.7

%

   

2.0

%

 

Exposure, Net

   

75.5

%

   

74.5

%

   

76.9

%

   

71.0

%

 

Crescent had net exposure at the end of the second quarter of 75.5%, marginally higher (just 1%) than its exposure at the end of the first quarter. With the stocks having declined as much as they have, the 1% increase in exposure belies the greater activity when you scratch below the surface. We added seven new positions to the Fund and exited three in the quarter. Some of the new positions the Fund has taken include CarMax and investments in convertible bonds.

CarMax has three operating segments: used retail, used wholesale, and used auto lending. The general market decline and recession concerns have caused its stock price to decline by almost half since it peaked in Q4 2021. CarMax is the largest US company in the used car retail space. We think CarMax has the opportunity to gain share in the market due to its strong wholesale business, historically good returns on capital, and an excellent management team that invests for the future and allocates capital with an owner-oriented mindset.10 Recessionary concerns are valid as their lending business, in particular, will likely be hurt. We would not be surprised to see its stock price decline as a result and would consider the opportunity to increase the Fund's stake at that time.

Convertible Bonds — High-yield exposure in Crescent reached an all-time low of just 0.2% in Q4 of last year, below the Fund's five-year average of 4% and long-term average since inception of 9%. We explained in Q4 2021 this low exposure was because of historically low yields and spreads to Treasuries. Since Q4, the high-yield bond index has declined 10% as both Treasury yields have increased, and credit spreads have widened. We have begun to see some compelling risk-adjusted opportunities in convertible bonds specifically for the first time since 2000. Many stocks have seen a tremendous decline in price, particularly those companies that are still in their earlier stages with business models that have yet to be optimized.

9  The "Common Stock, Long" and the "Exposure, Net" categories include a 3.8% allocation to a SPAC basket consisting of 76 SPAC investments as of June 30, 2022.

10  Source: FPA, recent Company filings, Automotive News. As of June 30, 2022.

Past performance is no guarantee, nor is it indicative, of future results.


4


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Some of these companies had raised money to fund their growth via convertible bonds initially with yields of 1% and lower. With the conversion price now well out of the money due the decline in their stock prices, the bonds have traded down and now offer what we believe are attractive yields to intermediate term maturities that leave some optionality should these businesses succeed. If this is the case, we would expect the market to reward them with a higher stock price that should translate to a higher bond price; and an outside chance that the convertible feature pays off prior to maturity. The average yield-to-maturity of these bonds is currently 11.5%, 310 basis points better than the 8.4% yield currently offered in the high-yield market.11 The allocation to these bonds is small for now, but we are hopeful a combination of a further increase in interest rates and continued stock market volatility may allow us to increase the allocation to this space.

Outlook (observations on current environment)

We are often asked about our "outlook." Which is kind of funny because we have never made a market forecast and, like everyone else, are regularly surprised by world events. While there is always plenty to worry about (insert list of worries), we agree with Jamie Dimon, who on JP Morgan's second quarter 2022 call, in response to a question about pending economic hurricanes, observed "going through a storm, — that gives us opportunities, too. I always remind myself the economy will be a lot bigger in 10 years, we're here to serve clients through thick or thin." There will always be a place in the portfolio for good businesses at good prices, and you should expect to see the Fund's risk exposure increase should those prices become attractive. As always, we will be conservative in our underwriting, and let price be our guide.

Despite our no-market prediction philosophy, we do think it is useful to observe current conditions and pricing for financial assets, in order to avoid potholes, focus research attention and calibrate risk appetite.

In bonds, we mentioned the initial fruits of our labor in convertible bonds. Stepping back, we would observe that the high-yield market is approaching 2016 and 2020 yield levels, but credit spreads are still below the 800+ basis point spreads seen in both of those periods, despite there being no official recession in 2016.

11  Source: FPA, Bloomberg. As of June 30, 2022.

Past performance is no guarantee, nor is it indicative, of future results.


5


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Exhibit D: US High-Yield Effective Yield and Option-Adjusted Spread12

In equities, more traditional value stocks are no longer as inexpensive, unlike March 2020 when value spreads (the cheapest 20% of the market versus the market average) got to 2008 levels of cheapness. We have therefore spent more time considering (and adding to) faster growing, better quality businesses, many of which are both less expensive than the market today and where they have historically been valued, as supported in the following Exhibits E and F.

12  Source: Federal Reserve Economic Data (FRED). As of June 30, 2022.

Past performance is no guarantee, nor is it indicative, of future results.


6


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Exhibit E: Valuation Spreads — The Cheapest Quintile Compared to the Market Average (1926 — June 30, 2022)13

13  Source: Empirical Research Analysis, National Bureau of Economic Research. As of June 30, 2022. Cheapest quintile refers to the most undervalued 20% of stocks in an analysis of large-capitalization US stocks. Standard Deviation is a measure of dispersion of a data set from its mean. Prior to 1952, the spread is measured using the price-to-book data of the largest 1,500 stocks. Current Level refers to the valuation spread as of June 30, 2022 which is 0.4 standard deviations above the mean.

Past performance is no guarantee, nor is it indicative, of future results.


7


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Exhibit F: The Big Growers — Relative Price to Sales Ratio14

We will remain flexible, and seek to take advantage of opportunities that present a margin of safety, whether they are perceived as "value" or "growth."15

Relatively speaking, international markets continue to trade at lower valuations than that of the US, as shown in Exhibit G below. That explains, in part, the Fund's increase in international exposure from 20.3% to 37.5% of the Fund's net equities over the last three and a half years. We continue to find attractive opportunities outside of the US.

14  Source: Empirical Research Partners ("ERP") Analysis, National Bureau of Economic Research, as of June 5, 2022. Equally-weighted data. ERP categorized a group of 75 US large-capitalization stocks that they have faster and stronger growth credentials than the rest of the US large-cap universe as 'Big Growers'. The analysis covers the period January 1960 through June 5, 2022.

15  Margin of Safety — Buying with a "margin of safety" is when a security is purchased at a discount to the portfolio manager's estimate of its intrinsic value. Buying a security with a margin of safety is designed to protect against permanent capital loss in the case of an unexpected event or analytical mistake. A purchase made with a margin of safety does not guarantee the security will not decline in price.

Past performance is no guarantee, nor is it indicative, of future results.


8


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Exhibit G: Twelve-Month Forward Price to Earnings Ratio Discount MSCI AC World Index ex-US vs S&P 500 Index16

Closing

We are living through what is not our first volatile period. While we cannot tame volatility, we have learned to make friends with it. A decline in price can afford us the opportunity to buy as much as an increase can offer the chance to sell. We believe our hyper focus on price and business quality should allow us to successfully navigate this current turbulent moment in time.

Respectfully submitted,



FPA Crescent Portfolio Managers
July 27, 2022

16  As of June 30, 2022. Source: Factset, MSCI, Standard & Poor's, J.P. Morgan Asset Management Guide to the Markets. Forward Price to Earnings is a version of the ratio of price-to-earnings (P/E) that uses forecasted earnings for the P/E calculation.

Past performance is no guarantee, nor is it indicative, of future results.


9


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

FPA Crescent Fund Portfolio Highlights

Performance versus Illustrative Indices1

  Q2
2022
  Trailing
12-month
 

Crescent — FPACX

   

-9.32

%

   

-10.69

%

 

Crescent — Long Equity

   

13.63

%

   

-14.48

%

 

MSCI ACWI NR USD

   

-15.66

%

   

-15.75

%

 

S&P 500

   

-16.10

%

   

-10.62

%

 
60% MSCI ACWI NR
USD/40% BBg US Agg
   

-11.36

%

   

-13.43

%

 
60% S&P 500/40% BBg
US Agg
   

-11.63

%

   

-10.24

%

 

  Asset Allocation3

Risk Asset   Q2
2022
  Q1
2022
  Q2
2021
  5yr
Average
 
Common
Stock, Long
   

70.0

%

   

71.5

%

   

77.1

%

   

70.7

%

 
Common
Stock, Short
   

0.0

%

   

-0.5

%

   

-3.0

%

   

-5.3

%

 

Credit, Long

   

1.5

%

   

0.6

%

   

1.2

%

   

3.8

%

 

Credit, Short

   

0.0

%

   

0.0

%

   

-0.2

%

   

-0.3

%

 

Other

   

4.0

%

   

2.8

%

   

1.7

%

   

2.0

%

 

Exposure, Net

   

75.5

%

   

74.5

%

   

76.9

%

   

71.0

%

 

  Top 10 Equity Holdings2

Portfolio Holding

 

Portfolio Weight

 

Alphabet

   

5.3

%

 

SPACs (various issues)

   

3.8

%

 

Comcast

   

2.7

%

 

Holcim

   

2.7

%

 

Analog Devices

   

2.5

%

 

AIG

   

2.4

%

 

TE Connectivity

   

2.3

%

 

Broadcom

   

2.1

%

 

Charter Communications

   

1.9

%

 

Aon

   

1.9

%

 

   

27.5

%

 

  Geographic Exposure (Net Equity)4

 

Domicile

 

Revenue

 

United States

   

62.5

%

   

41.1

%

 

International

   

37.5

%

   

58.9

%

 

Developed

   

33.1

%

   

28.4

%

 

Emerging Markets

   

4.4

%

   

22.7

%

 

(Uncategorized)

   

     

7.9

%

 

Fund Activity5

New Positions

 

Increased Positions

 

Decreased Positions

 

Exited Positions

 

Booking Holdings

 

N/A

 

N/A

 

Naspers

 

CarMax

         

SPDR S&P 500 ETF Trust (short)

 

Delivery Hero AG 1% 04/30/2026 (convertible)

         

Ubisoft

 

Ferguson

         

 

Nintendo Co

         

 

Safran

         

 

Wayfair Inc 0.625% 10/01/2025 (convertible)

             

Trailing Twelve-Month Contributors and Detractors as of June 30, 20226

Contributors   Performance
Contribution
  Percent of
Portfolio
 

Detractors

  Performance
Contribution
  Percent of
Portfolio
 

Sound Holding

   

1.03

%

   

0.5

%

 

Meta Platforms

   

-1.55

%

   

2.5

%

 

FPS LLC

   

0.70

%

   

1.1

%

 

Comcast

   

-1.04

%

   

3.3

%

 

Glencore

   

0.63

%

   

2.2

%

 

Charter Communications

   

-0.86

%

   

2.4

%

 

Meggitt

   

0.55

%

   

0.2

%

 

Naspers & Prosus

   

-0.83

%

   

2.2

%

 

Interest Rate Caps (multiple)

   

0.49

%

   

0.4

%

 

Citigroup

   

-0.75

%

   

2.2

%

 

   

3.40

%

   

4.5

%

       

-5.02

%

   

12.7

%

 

All data on this page as of June 30, 2022 unless otherwise indicated. Source: Factset, Morningstar, Bloomberg, FPA.


10


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Please see footnote references in the following page. Portfolio composition will change due to ongoing management of the Fund. Past performance is no guarantee, nor is it indicative, of future results. Please see the end of this Commentary for important disclosures and definitions.

FPA Crescent Fund Portfolio Highlights Footnotes

1  Comparison to the indices is for illustrative purposes only. The Fund does not include outperformance of any index or benchmark in its investment objectives. An investor cannot invest directly in an index. The long equity segment of the Fund is presented gross of investment management fees, transactions costs, and Fund operating expenses, which if included, would reduce the returns presented. Crescent-Long equity excludes pair trades, short-sales, and preferred securities. The long equity performance information shown herein is for illustrative purposes only and may not reflect the impact of material economic or market factors. No representation is being made that any account, product or strategy will or is likely to achieve profits, losses, or results similar to those shown. Long equity performance does not represent the return an investor in the Fund can or should expect to receive. Fund shareholders may only invest or redeem their shares at net asset value.

2  List provides the top 10 equity holdings for the Fund as a percentage of total net assets and includes a 3.8% allocation to a SPAC basket of 76 securities.

3  Risk Assets include all investments excluding cash and cash equivalents. Net Risk Exposure is the percentage of portfolio exposed to Risk Assets. The "Common stock, long" equity exposure and the Fund's "Exposure, Net" include a 3.8% allocation to a SPAC basket consisting of 76 SPAC investments as of June 30, 2022. Portfolio composition will change due to ongoing management of the Fund. Please see Important Disclosures for a description of the potential risks of investing in SPACs.

4  Geographic exposure based on country of domicile and revenue by geography. Revenue refers to the geographic location of companies' revenue sources, rather than where they are domiciled, and may provide insight into the portfolios' geographic diversification. Totals may not add up due to rounding.

5  The information provided does not reflect all positions purchased, sold or recommended by FPA during the quarter. It should not be assumed that an investment in the securities listed was or will be profitable. Increases and decreases represent securities whose position size changed by at least 33% over the period and represented greater than 0.75% of the portfolio at the beginning of the period. As of June 30, 2022, the securities mentioned, and corresponding positions sizes were as follows: Bookings Holdings (0.02%); CarMax (1.0%); Delivery Hero 1% 4/30/2026 [convertible] (0.02%); Ferguson (0.6%); Nintendo Co. (0.5%); Safran (1.1%); Wayfair Inc. 0.625% 10/1/2025 [convertible] (0.5%).

6  Reflects the top five contributors and detractors to the Fund's performance based on contribution to return for the trailing twelve months ("TTM"). Contribution is presented gross of investment management fees, transactions costs, and Fund operating expenses, which if included, would reduce the returns presented. The information provided does not reflect all positions purchased, sold or recommended by FPA during the quarter. A copy of the methodology used and a list of every holding's contribution to the overall Fund's performance during the TTM is available by contacting FPA Client Service at crm@fpa.com. It should not be assumed that recommendations made in the future will be profitable or will equal the performance of the securities listed.


11


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Important Disclosures

This Commentary is for informational and discussion purposes only and does not constitute, and should not be construed as, an offer or solicitation for the purchase or sale with respect to any securities, products or services discussed, and neither does it provide investment advice. Any such offer or solicitation shall only be made pursuant to the Fund's Prospectus, which supersedes the information contained herein in its entirety. This presentation does not constitute an investment management agreement or offering circular.

The views expressed herein and any forward-looking statements are as of the date of the publication and are those of the portfolio management team and are subject to change without notice. Future events or results may vary significantly from those expressed and are subject to change at any time in response to changing circumstances and industry developments. This information and data have been prepared from sources believed reliable, but the accuracy and completeness of the information cannot be guaranteed and is not a complete summary or statement of all available data.

Portfolio composition will change due to ongoing management of the Fund. References to individual securities or sectors are for informational purposes only and should not be construed as recommendations by the Fund, the portfolio managers, the Adviser, or the distributor. It should not be assumed that future investments will be profitable or will equal the performance of the security or sector examples discussed. The portfolio holdings as of the most recent quarter-end may be obtained at www.fpa.com.

Investments, including investments in mutual funds, carry risks and investors may lose principal value. Capital markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. The Fund 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; these risks may be heightened when investing in emerging markets. Foreign investments, especially those of companies in emerging markets, can be riskier, less liquid, harder to value, and more volatile than investments in the United States. Adverse political and economic developments or changes in the value of foreign currency can make it more difficult for the Fund to value the securities. Differences in tax and accounting standards, difficulties in obtaining information about foreign companies, restrictions on receiving investment proceeds from a foreign country, confiscatory foreign tax laws, and potential difficulties in enforcing contractual obligations, can all add to the risk and volatility of foreign investments.

Small and mid-cap stocks involve greater risks and may fluctuate in price more than larger company stocks. Short-selling involves increased risks and transaction costs. You risk paying more for a security than you received from its sale.

The return of principal in a bond investment is not guaranteed. Bonds have issuer, interest rate, inflation and credit risks. Interest rate risk is the risk that when interest rates go up, the value of fixed income securities, such as bonds, typically go down and investors may lose principal value. Credit risk is the risk of loss of principal due to the issuer's failure to repay a loan. Generally, the lower the quality rating of a security, the greater the risk that the issuer will fail to pay interest fully and return principal in a timely manner. If an issuer defaults the security may lose some or all of its value. Lower rated bonds, callable bonds and other types of debt obligations involve greater risks. Mortgage-backed securities and asset-backed securities are subject to prepayment risk and the risk of default on the underlying mortgages or other assets. High yield securities can be volatile and subject to much higher instances of default. Derivatives may increase volatility.


12


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

The ratings agencies that provide ratings are Standard and Poor's, Moody's, and Fitch. Credit ratings range from AAA (highest) to D (lowest). Bonds rated BBB or above are considered investment grade. Credit ratings BB and below are lower-rated securities (junk bonds). High-yielding, non-investment grade bonds (junk bonds) involve higher risks than investment grade bonds. Bonds with credit ratings of CCC or below have high default risk.

Value securities, including those selected by the Fund's portfolio managers, are subject to the risk that their intrinsic value may never be realized by the market because the market fails to recognize what the portfolio managers consider to be their true business value or because the portfolio managers have misjudged those values. In addition, value style investing may fall out of favor and underperform growth or other styles of investing during given periods.

Investing in Special Purpose Acquisition Companies ("SPACS") involves risks. Because SPACs and similar entities have no operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. SPACs are not required to provide the depth of disclosures or undergo the rigorous due diligence of a traditional initial public offering (IPO). Investors in SPACs may become exposed to speculative investments, foreign or domestic, in higher risk sectors/industries. SPAC investors generally pay certain fees and give the sponsor certain incentives (e.g., discounted ownership stakes) not found in traditional IPOs. Due to this, an investment in a SPAC may include potential conflicts and the potential for misalignment of incentives in the structure of the SPAC. For more information relating to the risks of investing in SPACs please refer to the Fund's Prospectus.

While transactions in derivatives may reduce certain risks, they entail certain other risks. Derivatives may magnify the Fund's gains or losses, causing it to make or lose substantially more than it invested. Derivatives have a risk of default by the counterparty to a contract. When used for hedging purposes, increases in the value of the securities the Fund holds or intends to acquire should offset any losses incurred with a derivative.

Investments in private securities and limited partnerships present risks. These investments are not registered under the federal securities laws, and are generally eligible for sale only to certain eligible investors. They may be illiquid, and thus more difficult to sell, because there may be relatively few potential purchasers for such investments, and the sale of such investments may also be restricted under securities laws.

Please refer to the Fund's Prospectus for a complete overview of the primary risks associated with the Fund.

In making any investment decision, you must rely on your own examination of the Fund, including the risks involved in an investment. Investments mentioned herein may not be suitable for all recipients and in each case, potential investors are advised not to make any investment decision unless they have taken independent advice from an appropriately authorized advisor. An investment in any security mentioned herein does not guarantee a positive return as securities are subject to market risks, including the potential loss of principal. You should not construe the contents of this document as legal, tax, investment or other advice or recommendations.

Index Definitions

Comparison to any index is for illustrative purposes only and should not be relied upon as a fully accurate measure of comparison. The Fund may be less diversified than the indices noted herein, and may hold non-index securities or securities that are not comparable to those contained in an index. Indices will hold positions that are not within the Fund's investment strategy. Indices are unmanaged and do not reflect any commissions, transaction


13


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

costs, or fees and expenses which would be incurred by an investor purchasing the underlying securities and which would reduce the performance in an actual account. You cannot invest directly in an index. The Fund does not include outperformance of any index in its investment objectives.

S&P 500 Index includes a representative sample of 500 hundred companies in leading industries of the U.S. economy. The Index focuses on the large-cap segment of the market, with over 80% coverage of U.S. equities, but is also considered a proxy for the total market.

MSCI ACWI NR USD Index is a free float-adjusted market capitalization weighted index that is designed to represent performance of the full opportunity set of large- and mid-cap stocks across 23 developed and 26 emerging markets.

Consumer Price Index (CPI) is an unmanaged index representing the rate of the inflation of U.S. consumer prices as determined by the U.S. Department of Labor Statistics. The CPI is presented to illustrate the Fund's purchasing power against changes in the prices of goods as opposed to a benchmark, which is used to compare the Fund's performance. There can be no guarantee that the CPI will reflect the exact level of inflation at any given time.

ICE BofA US High Yield Index tracks the performance of US dollar denominated below investment grade rated corporate debt publicly issued in the US domestic market. To qualify for inclusion in the index, securities must have a below investment grade rating (based on an average of Moody's, S&P, and Fitch) and an investment grade rated country of risk (based on an average of Moody's, S&P, and Fitch foreign currency long term sovereign debt ratings).

Bloomberg (BBg) US Aggregate Bond Index provides a measure of the performance of the US investment grade bonds market, which includes investment grade US Government bonds, investment grade corporate bonds, mortgage pass-through securities and asset-backed securities that are publicly offered for sale in the United States. The securities in the Index must have at least 1-year remaining in maturity. In addition, the securities must be denominated in US dollars and must be fixed rate, nonconvertible, and taxable.

60% S&P500/ 40% Bloomberg US Aggregate Bond Index is a hypothetical combination of unmanaged indices and comprises 60% S&P 500 Index and 40% Bloomberg US Aggregate Bond Index.

60% MSCI ACWI NR USD/ 40% Bloomberg US Aggregate Bond Index is a hypothetical combination of unmanaged indices and comprises 60% MSCI ACWI Index and 40% Bloomberg US Aggregate Bond Index.

Other Definitions

Basis points (BPS) refers to a common unit of measure for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01%. In decimal form, one basis point appears as 0.0001 (0.01/100).

Commodity is a basic good used in commerce that is interchangeable with other goods of the same type. Commodities are most often used as inputs in the production of other goods or services.

Drawdown refers to how much an investment or trading account is down from the peak before it recovers back to the peak.

Earnings power is a figure that telegraphs a business's ability to generate profits over the long haul, assuming all current operational conditions generally remain constant. Earnings power factors in several elements, including a company's total assets, plus recent growth or loss trends.


14


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

Effective yield is the return on a bond that has its interest payments (or coupons) reinvested at the same rate by the bondholder. Effective yield is the total yield an investor receives, in contrast to the nominal yield — which is the stated interest rate of the bond's coupon.

Growth stock is any share in a company that is anticipated to grow at a rate significantly above the average growth for the market. These stocks generally do not pay dividends.

Inflation is the decline of purchasing power of a given currency over time. A quantitative estimate of the rate at which the decline in purchasing power occurs can be reflected in the increase of an average price level of a basket of selected goods and services in an economy over some period of time.

Long Equity Performance represents the performance of stocks that the Fund owned over the given time periods and excludes the long equity portion of a pair trade, short-sales, limited partnerships, derivatives/futures, corporate bonds, mortgage backed securities, and cash and cash equivalents.

Market Cycles, also known as stock market cycles, is a wide term referring to trends or patterns that emerge during different markets or business environments.

Net Equity Exposure includes long equity securities minus short-sales and preferred securities.

Net Risk Exposure is a measure of the extent to which a fund's trading book is exposed to market fluctuations. In regards to the Fund, it is the percent of the portfolio exposed to Risk Assets.

Option-adjusted spread (OAS) is the measurement of the spread of a fixed-income security rate and the risk-free rate of return, which is then adjusted to take into account an embedded option. Typically, an analyst uses Treasury yields for the risk-free rate.

Return on capital (ROC) is a calculation used to assess a company's efficiency at allocating the capital under its control to profitable investments. ROC gives a sense of how well a company is using its capital to generate profits.

Risk Assets is any asset that carries a degree of risk. Risk asset generally refers to assets that have a significant degree of price volatility, such as equities, commodities, high-yield bonds, real estate and currencies, but does not include cash and cash equivalents.

Value stock refers to shares of a company that appears to trade at a lower price relative to its fundamentals, such as dividends, earnings, or sales, making it appealing to value investors.

Volatility is a statistical measure of the dispersion of returns for a given security or market index. In most cases, the higher the volatility, the riskier the security. Volatility is often measured as either the standard deviation or variance between returns from that same security or market index.

Yield to maturity (YTM) is the percentage rate of return for a bond assuming that the investor holds the asset until its maturity date. It is the sum of all of its remaining coupon payments. A bond's yield to maturity rises or falls depending on its market value and how many payments remain to be made.

©2022 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted by Morningstar to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

The FPA Funds are distributed by UMB Distribution Services, LLC, 235 W. Galena Street, Milwaukee, WI, 53212.


15


FPA CRESCENT FUND
LETTER TO SHAREHOLDERS

(Continued)

The discussions of Fund investments represent the views of the Fund's managers at the time of this 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. This information and data has been prepared from sources believed reliable. The accuracy and completeness of the information cannot be guaranteed and is not a complete summary or statement of all available data.

FORWARD LOOKING STATEMENT DISCLOSURE

As mutual fund managers, one of our responsibilities is to communicate with shareholders in an open and direct manner. Insofar as some of our opinions and comments in our letters to shareholders are based on our current expectations, they are considered "forward-looking statements" which may or may not prove to be accurate over the long term. While we believe we have a reasonable basis for our comments and we have confidence in our opinions, actual results may differ materially from those we anticipate. You can identify forward-looking statements by words such as "believe," "expect," "may," "anticipate," and other similar expressions when discussing prospects for particular portfolio holdings and/or the markets, generally. We cannot, however, assure future results and disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise. Further, information provided in this report should not be construed as a recommendation to purchase or sell any particular security.


16


FPA CRESCENT FUND
PORTFOLIO SUMMARY

June 30, 2022 (Unaudited)

Common Stocks

       

65.9

%

 

Internet Media

   

9.0

%

         

Semiconductor Devices

   

5.7

%

         

Cable & Satellite

   

5.3

%

         

Industrial Distribution & Rental

   

4.9

%

         

Application Software

   

3.5

%

         

Cement & Aggregates

   

3.3

%

         

Diversified Banks

   

2.8

%

         

E-Commerce Discretionary

   

2.7

%

         

P&C Insurance

   

2.5

%

         

Electrical Components

   

2.4

%

         

Insurance Brokers

   

1.9

%

         

Base Metals

   

1.9

%

         

Banks

   

1.9

%

         

Investment Companies

   

1.9

%

         

Food Services

   

1.5

%

         

Institutional Brokerage

   

1.5

%

         

Chemicals

   

1.4

%

         

Marine Shipping

   

1.4

%

         

Integrated Utilities

   

1.4

%

         

Wealth Management

   

1.0

%

         

Midstream — Oil & Gas

   

1.0

%

         

Railroad Rolling Stock

   

1.0

%

         

Automotive Retailers

   

0.9

%

         

Apparel, Footwear & Accessory Design

   

0.8

%

         

Hotels, Restaurants & Leisure

   

0.8

%

         
Commercial & Residential Building
Equipment & Systems
   

0.8

%

         

Real Estate Owners & Developers

   

0.6

%

         

Entertainment Content

   

0.6

%

         

Computer Hardware & Storage

   

0.4

%

         

Industrials

   

0.4

%

         

Home Product Stores

   

0.4

%

         

Oil & Gas Services & Equipment

   

0.3

%

         

Closed End Fund

       

0.3

%

 

Limited Partnerships

       

3.0

%

 

Preferred Stocks

       

0.2

%

 

Warrant

       

0.0

%

 

Special Purpose Acquisition Companies

       

3.8

%

 

Bonds & Debentures

       

12.9

%

 

U.S. Treasuries

   

11.4

%

         

Convertible Bonds

   

1.2

%

         

Corporate Bank Debt

   

0.3

%

         

Corporate Bonds & Notes

   

0.0

%

         

Short-term Investments

       

14.0

%

 

Other Assets And Liabilities, Net

       

(0.1

)%

 

Net Assets

       

100.0

%

 


17


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS

June 30, 2022
(Unaudited)

COMMON STOCKS

 

Shares

 

Fair Value

 

INTERNET MEDIA — 9.0%

 

Alphabet, Inc. Class A(a)

   

120,419

   

$

262,424,310

   

Alphabet, Inc. Class C(a)

   

91,364

     

199,854,182

   

Baidu, Inc. ADR Class A (China)(a)

   

1,100,248

     

20,842,211

   

Meta Platforms, Inc. Class A(a)

   

950,086

     

153,201,367

   

Prosus NV (Netherlands)

   

2,375,720

     

153,836,387

   
   

$

790,158,457

   

SEMICONDUCTOR DEVICES — 5.7%

 

Analog Devices, Inc.

   

1,617,134

   

$

236,247,106

   

Broadcom, Inc.

   

409,315

     

198,849,320

   

NXP Semiconductors NV (Netherlands)

   

468,252

     

69,315,344

   
   

$

504,411,770

   

CABLE & SATELLITE — 5.3%

 

Charter Communications, Inc. Class A(a)(b)

   

393,387

   

$

184,313,611

   

Comcast Corp. Class A(b)

   

7,087,694

     

278,121,113

   
   

$

462,434,724

   

INDUSTRIAL DISTRIBUTION & RENTAL — 4.9%

 

Ferguson PLC (Britain)

   

460,486

   

$

50,980,405

   

Howmet Aerospace, Inc.

   

3,587,992

     

112,842,348

   

LG Corp. (South Korea)

   

1,522,123

     

91,554,559

   

Safran SA (France)

   

938,989

     

93,490,877

   

Univar Solutions, Inc.(a)

   

3,402,938

     

84,631,068

   
   

$

433,499,257

   

APPLICATION SOFTWARE — 3.5%

 

Activision Blizzard, Inc.

   

900,174

   

$

70,087,548

   

Entain PLC (Isle of Man)(a)

   

3,189,880

     

48,542,515

   

Epic Games, Inc.(c)(d)(e)

   

33,130

     

18,486,540

   

Nexon Co. Ltd. (Japan)

   

1,965,397

     

40,358,955

   

Nintendo Co. Ltd. (Japan)

   

97,120

     

41,767,070

   

Open Text Corp. (Canada)

   

2,341,452

     

88,600,544

   
   

$

307,843,172

   

CEMENT & AGGREGATES — 3.3%

 

HeidelbergCement AG (Germany)

   

1,012,913

   

$

48,904,748

   

Holcim AG (Switzerland)

   

5,565,038

     

238,681,842

   
   

$

287,586,590

   

DIVERSIFIED BANKS — 2.8%

 

Citigroup, Inc.

   

3,571,897

   

$

164,271,543

   

Flutter Entertainment PLC (Ireland)(a)

   

374,850

     

37,869,222

   

Gulfport Energy Corp.(a)

   

526,060

     

41,827,030

   
   

$

243,967,795

   


18


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

COMMON STOCKS — Continued

 

Shares

 

Fair Value

 

E-COMMERCE DISCRETIONARY — 2.7%

 

Alibaba Group Holding Ltd. (China)(a)

   

4,216,900

   

$

60,155,688

   

Amazon.com, Inc.(a)

   

1,422,300

     

151,062,483

   

Booking Holdings, Inc.(a)

   

1,157

     

2,023,570

   

Delivery Hero SE (Germany)(a)(f)

   

551,839

     

20,818,582

   
   

$

234,060,323

   

P&C INSURANCE — 2.5%

 

American International Group, Inc.(b)

   

4,249,990

   

$

217,301,989

   
   

$

217,301,989

   

ELECTRICAL COMPONENTS — 2.4%

 

TE Connectivity Ltd. (Switzerland)

   

1,883,048

   

$

213,066,881

   
   

$

213,066,881

   

INSURANCE BROKERS — 1.9%

 

Aon PLC Class A (Britain)

   

628,196

   

$

169,411,897

   
   

$

169,411,897

   

BASE METALS — 1.9%

 

Glencore PLC (Switzerland)

   

31,022,887

   

$

168,033,482

   
   

$

168,033,482

   

BANKS — 1.9%

 

Signature Bank

   

71,182

   

$

12,756,526

   

Wells Fargo & Co.

   

3,961,725

     

155,180,769

   
   

$

167,937,295

   

INVESTMENT COMPANIES — 1.9%

 

Groupe Bruxelles Lambert SA (Belgium)

   

1,970,221

   

$

165,162,440

   
   

$

165,162,440

   

FOOD SERVICES — 1.5%

 

JDE Peet's NV (Netherlands)

   

4,041,690

   

$

115,076,259

   

Just Eat Takeaway.com NV (Netherlands)(a)(f)

   

965,437

     

15,170,316

   
   

$

130,246,575

   

INSTITUTIONAL BROKERAGE — 1.5%

 

Jefferies Financial Group, Inc.(b)

   

4,697,583

   

$

129,747,243

   
   

$

129,747,243

   

CHEMICALS — 1.4%

 

International Flavors & Fragrances, Inc.

   

1,036,066

   

$

123,416,182

   
   

$

123,416,182

   

MARINE SHIPPING — 1.4%

 

Sound Holding FP (Luxembourg)(c)(d)(e)(g)(h)

   

1,146,250

   

$

121,957,443

   
   

$

121,957,443

   


19


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

COMMON STOCKS — Continued

 

Shares

 

Fair Value

 

INTEGRATED UTILITIES — 1.4%

 

FirstEnergy Corp.

   

2,241,472

   

$

86,050,110

   

PG&E Corp.(a)

   

3,597,611

     

35,904,158

   
   

$

121,954,268

   

WEALTH MANAGEMENT — 1.0%

 

LPL Financial Holdings, Inc.

   

487,988

   

$

90,024,026

   
   

$

90,024,026

   

MIDSTREAM — OIL & GAS — 1.0%

 

Kinder Morgan, Inc.(b)

   

5,262,897

   

$

88,206,154

   
   

$

88,206,154

   

RAILROAD ROLLING STOCK — 1.0%

 

Westinghouse Air Brake Technologies Corp.

   

1,065,725

   

$

87,474,708

   
   

$

87,474,708

   

AUTOMOTIVE RETAILERS — 0.9%

 

CarMax, Inc.(a)

   

927,390

   

$

83,910,247

   
   

$

83,910,247

   

APPAREL, FOOTWEAR & ACCESSORY DESIGN — 0.8%

 

Cie Financiere Richemont SA Class A (Switzerland)

   

672,990

   

$

72,388,882

   
   

$

72,388,882

   

HOTELS, RESTAURANTS & LEISURE — 0.8%

 

Marriott International, Inc. Class A

   

502,930

   

$

68,403,509

   
   

$

68,403,509

   
COMMERCIAL & RESIDENTIAL BUILDING EQUIPMENT &
SYSTEMS — 0.8%
 

Samsung C&T Corp. (South Korea)

   

706,861

   

$

67,296,282

   
   

$

67,296,282

   

REAL ESTATE OWNERS & DEVELOPERS — 0.6%

 

Swire Pacific Ltd. Class A (Hong Kong)

   

9,424,107

   

$

56,283,224

   
   

$

56,283,224

   

ENTERTAINMENT CONTENT — 0.6%

 

Netflix, Inc.(a)

   

289,620

   

$

50,645,849

   
   

$

50,645,849

   

COMPUTER HARDWARE & STORAGE — 0.4%

 

Dell Technologies, Inc. C Shares

   

862,607

   

$

39,861,070

   
   

$

39,861,070

   

INDUSTRIALS — 0.4%

 

Uber Technologies, Inc.(a)

   

1,747,274

   

$

35,749,226

   
   

$

35,749,226

   


20


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

COMMON STOCKS — Continued

 

Shares

 

Fair Value

 

HOME PRODUCTS STORES — 0.4%

 

Herbalife Nutrition Ltd.(a)

   

1,628,225

   

$

33,297,201

   
   

$

33,297,201

   

OIL & GAS SERVICES & EQUIPMENT — 0.3%

 

McDermott International Ltd.(a)(g)(h)

   

46,782,420

   

$

26,665,979

   
   

$

26,665,979

   
TOTAL COMMON STOCKS — 65.9% (Cost $4,522,934,508)  

$

5,792,404,140

   

CLOSED END FUND — 0.3%

 

Altegrity, Inc.(c) (Cost $0)

   

4,756,180

   

$

24,161,394

   
   

$

24,161,394

   

LIMITED PARTNERSHIPS

 

Footpath Ventures SpV IV LP (Private Credit)(c)(d)(e)

   

150,000

   

$

11,617,500

   

FPS LLC (Marine Shipping)(c)(d)(e)(g)(h)

   

2,073,734

     

207,055,658

   

FPS Shelby Holding I LLC (Marine Shipping)(c)(d)(e)(g)(h)

   

107,799

     

8,876,468

   

GACP II LP (Private Credit)(c)(d)(e)

   

958,312

     

24,566,488

   

U.S. Farming Realty Trust LP (Real Estate)(c)(d)(e)(g)

   

350,000

     

3,427,610

   

U.S. Farming Realty Trust II LP (Real Estate)(c)(d)(e)(g)

   

120,000

     

10,043,242

   
TOTAL LIMITED PARTNERSHIPS — 3.0% (Cost $232,488,280)  

$

265,586,966

   

PREFERRED STOCKS

 

ENGINEERING SERVICES — 0.2%

 

McDermott International, Inc. — 8.00%(c)(d)(e)(g)

   

22,591

   

$

13,554,380

   
   

$

13,554,380

   

ENERGY — 0.0%

 

Gulfport Energy Corp. — 10.00%(d)(e)

   

1,345

   

$

820,450

   
   

$

820,450

   
TOTAL PREFERRED STOCKS — 0.2% (Cost $1,272,525)  

$

14,374,830

   

WARRANT — 0.0%

 

ENERGY — 0.0%

 

Cie Financiere Richemont SA 11/22/2023(a) (Cost $0)

   

2,521,536

   

$

1,373,486

   
   

$

1,373,486

   


21


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

SPECIAL PURPOSE ACQUISITION COMPANIES(a)

 

Shares

 

Fair Value

 

Accelerate Acquisition Corp.

   

1,824

   

$

17,893

   

African Gold Acquisition Corp.

   

175,509

     

1,725,253

   

Agile Growth Corp.

   

972,411

     

9,539,352

   

Alpha Partners Technology Merger Corp.

   

40,319

     

391,094

   

Angel Pond Holdings Corp. Class A

   

1,264,217

     

9,389,975

   

Apollo Strategic Growth Capital II

   

206,968

     

2,036,565

   

Ares Acquisition Corp.

   

494,451

     

4,875,287

   

Atlantic Coastal Acquisition Corp. Class A

   

1,238,597

     

12,113,479

   

Atlantic Coastal Acquisition Corp.

   

412,865

     

33,029

   

Atlantic Coastal Acquisition Corp. II

   

320,872

     

3,195,885

   

BigBear.ai Holdings, Inc.

   

266,952

     

106,781

   

Biote Corp.

   

1,834

     

642

   

Broadscale Acquisition Corp. Class A

   

1,046,401

     

8,270,085

   

BurTech Acquisition Corp.

   

1,007,550

     

10,035,198

   

C5 Acquisition Corp.

   

245,091

     

2,448,459

   

Churchill Capital Corp. VII

   

616,422

     

6,071,757

   

Colonnade Acquisition Corp. II

   

1,032,132

     

10,114,894

   

COVA Acquisition Corp. Class A

   

502,327

     

3,308,748

   

DHC Acquisition Corp.

   

520,584

     

5,096,517

   

Digital Transformation Opportunities Corp.

   

72,255

     

705,209

   

Disruptive Acquisition Corp. I

   

1,032,135

     

10,104,602

   

ESM Acquisition Corp.

   

157

     

1,542

   

Flame Acquisition Corp.

   

1,032,145

     

10,176,950

   

Forest Road Acquisition Corp. II

   

1,242,983

     

12,181,233

   

Fortress Value Acquisition Corp. IV

   

493,906

     

4,820,523

   

FTAC Hera Acquisition Corp.

   

124,395

     

1,221,559

   

Fusion Acquisition Corp. II

   

173,927

     

1,703,615

   

Glenfarne Merger Corp.

   

1,033,214

     

10,063,504

   

Global Partner Acquisition Corp. II

   

387,688

     

3,814,850

   

Golden Arrow Merger Corp.

   

1,032,132

     

10,083,930

   

Gores Holdings VII, Inc.

   

4,846

     

47,588

   

Gores Holdings VIII, Inc. Class A

   

264,894

     

2,335,927

   

Gores Technology Partners II, Inc.

   

6,490

     

63,926

   

GSR II Meteora Acquisition Corp.

   

425

     

3,884

   

GX Acquisition Corp. II Class A

   

864,261

     

6,376,088

   

Heliogen, Inc.

   

98,835

     

25,994

   

Hudson Executive Investment Corp. III

   

1,243,215

     

12,183,507

   

InterPrivate IV InfraTech Partners, Inc.

   

866,479

     

8,526,153

   

Kismet Acquisition Three Corp.

   

1,032,132

     

10,094,251

   

Landcadia Holdings IV, Inc.

   

1,243,001

     

12,168,980

   

Lazard Growth Acquisition Corp. I

   

37,457

     

367,453

   


22


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

SPECIAL PURPOSE ACQUISITION COMPANIES — Continued

  Shares or
Principal
Amount
 

Fair Value

 

Lead Edge Growth Opportunities Ltd.

   

111,893

   

$

1,098,789

   

Macondray Capital Acquisition Corp. I

   

1,030,833

     

10,215,555

   

Mason Industrial Technology, Inc.

   

760,239

     

7,412,330

   

Metals Acquisition Corp. Class A

   

719,870

     

5,370,378

   

Mission Advancement Corp.

   

613,285

     

5,991,794

   

Monument Circle Acquisition Corp.

   

69,903

     

687,146

   

Northern Star Investment Corp. III

   

550,747

     

5,391,813

   

Northern Star Investment Corp. IV

   

425,470

     

4,161,097

   

Orion Acquisition Corp.

   

252,217

     

2,474,249

   

Peridot Acquisition Corp. II

   

582,407

     

5,707,589

   

Pershing Square Tontine Holdings Ltd. Class A

   

457,176

     

9,129,805

   

Pine Technology Acquisition Corp. Class A

   

967,571

     

9,453,169

   

Pine Technology Acquisition Corp.

   

322,523

     

16,126

   

Plum Acquisition Corp. I

   

969,880

     

9,514,523

   

PowerUp Acquisition Corp.

   

46,911

     

473,332

   

Prenetics Global Ltd.

   

10,692

     

1,926

   

Ross Acquisition Corp. II

   

231,224

     

2,279,869

   

RXR Acquisition Corp.

   

9,883

     

96,359

   

Silver Spike Acquisition Corp. II Class A

   

163,460

     

1,282,835

   

Slam Corp.

   

714,327

     

7,014,691

   

Stratim Cloud Acquisition Corp.

   

671,649

     

6,548,578

   

Swvl Holdings Corp.

   

27,467

     

11,261

   

TCW Special Purpose Acquisition Corp.

   

118,726

     

1,157,578

   

Tio Tech A (Germany)

   

297,050

     

2,893,267

   

TLG Acquisition One Corp.

   

1,242,983

     

12,193,663

   

Twelve Seas Investment Co. II

   

990,015

     

9,721,947

   

Viking Acquisition (Norway)(c)(d)(e)

   

9,562,500

     

6,472,278

   

Virgin Orbit Holdings, Inc.

   

94,559

     

54,665

   
TOTAL SPECIAL PURPOSE ACQUISITION COMPANIES — 3.8%
(Cost $338,967,201)
 

$

332,668,773

   

BONDS & DEBENTURES

 

CORPORATE BONDS & NOTES

 

ENERGY — 0.0%

 

Gulfport Energy Corp. — 6.000% 10/15/2024(d)(e)

 

$

18,209,000

   

$

   

Gulfport Energy Corp. — 6.375% 5/15/2025(d)(e)

   

8,822,000

     

   

Gulfport Energy Corp. — 6.375% 1/15/2026(d)(e)

   

9,128,000

     

   

Gulfport Energy Corp. — 6.625% 5/1/2023(d)(e)

   

9,417,000

     

   


23


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 

Gulfport Energy Corp. — 8.000% 5/17/2026

 

$

596,287

   

$

585,852

   
   

$

585,852

   
TOTAL CORPORATE BONDS & NOTES — 0.0% (Cost $0)  

$

585,852

   

CONVERTIBLE BONDS

 

COMMUNICATIONS — 1.2%

 

Delivery Hero SE — 1.000% 4/30/2026 (Germany)

 

$

2,600,000

   

$

1,762,420

   

Delivery Hero SE — 1.000% 1/23/2027 (Germany)

   

86,200,000

     

62,676,179

   

Wayfair, Inc. — 0.625% 10/01/2025

   

66,737,000

     

44,079,788

   
   

$

108,518,387

   
TOTAL CONVERTIBLE BONDS — 1.2% (Cost $121,123,086)  

$

108,518,387

   

CORPORATE BANK DEBT

 
McDermott LC, 1M USD LIBOR + 4.000% — 4.750%
12/31/2025(c)(d)(e)(g)(i)(j)(m)
 

$

28,718,370

   

$

18,167,706

   

McDermott Intl Senior Exit LC — 3.000% 6/30/2024(g)(m)(n)

   

19,843,000

     

(8,929,350

)

 
McDermott Technology Americas, Inc., 1M USD
LIBOR + 1.000% — 2.666% 6/30/2025(c)(g)(j)(m)
   

33,588,030

     

16,794,015

   
McDermott Technology Americas, Inc., 1M USD
LIBOR + 3.000% — 4.666% 6/28/2024(c)(g)(j)(m)
   

1,074,102

     

644,461

   
TOTAL CORPORATE BANK DEBT — 0.3% (Cost $92,471,174)  

$

26,676,832

   

U.S. TREASURIES

 

U.S. Treasury Bills — 0.614% 7/7/2022(k)

 

$

90,000,000

   

$

89,988,453

   

U.S. Treasury Bills — 0.325% 8/11/2022(k)

   

55,000,000

     

54,911,357

   

U.S. Treasury Bills — 0.393% 7/28/2022(k)

   

47,000,000

     

46,965,103

   

U.S. Treasury Bills — 0.663% 7/5/2022(k)

   

70,000,000

     

69,991,775

   

U.S. Treasury Bills — 0.716% 7/12/2022(k)

   

61,000,000

     

60,979,089

   

U.S. Treasury Bills — 0.833% 7/26/2022(k)

   

30,000,000

     

29,977,917

   

U.S. Treasury Bills — 0.834% 7/21/2022(k)

   

99,000,000

     

98,940,739

   

U.S. Treasury Bills — 0.840% 7/19/2022(k)

   

50,000,000

     

49,972,875

   

U.S. Treasury Bills — 0.919% 8/2/2022(k)

   

65,000,000

     

64,933,342

   

U.S. Treasury Bills — 0.956% 8/4/2022(k)

   

70,000,000

     

69,917,043

   

U.S. Treasury Bills — 1.026% 8/9/2022(k)

   

55,000,000

     

54,923,682

   

U.S. Treasury Bills — 1.359% 9/15/2022(k)

   

90,000,000

     

89,691,750

   

U.S. Treasury Bills — 1.367% 8/18/2022(k)

   

33,000,000

     

32,935,221

   


24


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 

U.S. Treasury Bills — 1.446% 8/25/2022(k)

 

$

70,000,000

   

$

69,837,173

   

U.S. Treasury Bills — 1.450% 8/16/2022(k)

   

23,000,000

     

22,960,097

   

U.S. Treasury Bills — 1.453% 8/23/2022(k)

   

60,000,000

     

59,867,280

   

U.S. Treasury Bills — 1.462% 8/30/2022(k)

   

33,000,000

     

32,917,995

   
TOTAL U.S. TREASURIES — 11.4% (Cost $999,906,214)  

$

999,710,891

   
TOTAL BONDS & DEBENTURES — 12.9% (Cost $1,213,500,474)  

$

1,135,491,962

   
TOTAL INVESTMENT SECURITIES — 86.1%
(Cost $6,309,162,988)
 

$

7,566,061,551

   

SHORT-TERM INVESTMENTS

 

Amazon.com, Inc.

 
— 1.087% 8/1/2022  

$

40,000,000

   

$

39,963,144

   
— 1.087% 8/2/2022    

65,000,000

     

64,938,178

   
— 1.087% 8/5/2022    

71,000,000

     

70,926,140

   
— 1.148% 8/8/2022    

69,000,000

     

68,917,699

   
— 1.321% 8/12/2022    

39,000,000

     

38,940,850

   

Apple, Inc.

 
— 0.863% 7/7/2022    

25,000,000

     

24,996,458

   
— 0.883% 7/13/2022    

30,000,000

     

29,991,300

   
— 0.883% 7/14/2022    

60,000,000

     

59,981,150

   
— 0.944% 7/18/2022    

110,000,000

     

109,951,692

   
— 0.965% 7/25/2022    

37,000,000

     

36,976,567

   

Nestle Capital Corp.

 
— 0.782% 7/1/2022    

40,000,000

     

40,000,000

   
— 0.853% 7/6/2022    

30,000,000

     

29,996,500

   
— 0.853% 7/8/2022    

40,000,000

     

39,993,467

   
— 0.883% 7/11/2022    

20,000,000

     

19,995,167

   
— 1.543% 7/13/2022    

61,000,000

     

60,969,093

   

Nestle Finance International Ltd.

 
— 0.984% 7/8/2022    

50,000,000

     

49,990,569

   
— 0.985% 7/8/2022    

54,000,000

     

53,989,815

   

PepsiCo, Inc.

 
— 0.985% 7/29/2022    

30,000,000

     

29,977,367

   
— 1.421% 7/15/2022    

110,000,000

     

109,940,111

   
— 1.421% 7/18/2022    

36,000,000

     

35,976,200

   


25


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

SHORT-TERM INVESTMENTS — Continued

  Principal
Amount
 

Fair Value

 

Roche Holdings, Inc.

 
— 1.127% 7/20/2022  

$

25,000,000

   

$

24,985,354

   
— 1.491% 7/1/2022    

50,000,000

     

50,000,000

   
— 1.492% 7/19/2022    

20,000,000

     

19,985,300

   

Walmart, Inc.

 
— 0.974% 7/11/2022    

40,000,000

     

39,989,333

   
— 0.985% 7/19/2022    

65,000,000

     

64,968,475

   

State Street Bank Repurchase Agreement — 0.24% 7/1/2022

 
(Dated 06/30/2022, repurchase price of $19,428,130, collateralized by
$19,838,300 principal amount U.S. Treasury Notes — 3.000% 2024,
fair value $19,816,597)(l)
   

19,428,000

     

19,428,000

   
TOTAL SHORT-TERM INVESTMENTS — 14.0%
(Cost $1,235,767,929)
 

$

1,235,767,929

   
TOTAL INVESTMENTS — 100.1% (Cost $7,544,930,917)  

$

8,801,829,480

   

Other Assets and Liabilities, net — (0.1)%

   

(11,624,144

)

 

NET ASSETS — 100.0%

 

$

8,790,205,336

   

(a)  Non-income producing security.

(b)  As of June 30, 2022, investments with a value of $669,153,500 were fully or partially segregated with the broker(s)/custodian as collateral for short option contracts.

(c)  Restricted securities. These restricted securities constituted 6.34% of total net assets at June 30, 2022, most of which are considered liquid by the Adviser. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under policies adopted by authority of the Fund's Board of Trustees.

(d)  Investments categorized as a significant unobservable input (Level 3) (See Note 8 of the Notes to Financial Statements).

(e)  These securities have been valued in good faith under policies adopted by authority of the Board of Trustees in accordance with the Fund's fair value procedures. These securities constituted 5.06% of total net assets at June 30, 2022.

(f)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.

(g)  Affiliated Security.


26


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

(h)  Controlled company.

(i)  All or a portion of this holding is subject to unfunded loan commitments. The stated interest rate reflects the weighted average of the reference rate and spread for the funded portion, if any, and the commitment fees on the portion of the loan that is unfunded.

(j)  Variable/Floating Rate Security — The rate shown is based on the latest available information as of June 30, 2022. For Corporate Bank Debt, the rate shown may represent a weighted average interest rate. Certain variable rate securities are not based on a published rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description.

(k)  Zero coupon bond. Coupon amount represents effective yield to maturity.

(l)  Security pledged as collateral (See Note 10 of the Notes to Financial Statements).

(m)  For corporate bank debt, the rate shown may represent a weighted average interest rate.

(n)  As of June 30, 2022, the Fund had entered into commitments to fund various delayed draw limited partnership and/debt-related investments. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing those investments and there can be no assurance that such conditions will be satisfied. See Note 11 of the Notes to Financial Statements for further information on these commitments and contingencies.


27


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

Purchased Options

Description

  Pay/
Receive
Floating
Rate
  Floating
Rate Index
  Exercise
Rate
  Expiration
Date
 

Counterparty

  Notional
Amount
 

Premium

 

Fair Value

 
Call —
CMS Cap
Swap(c),(d)
 

Receive

  Maximum of
[0, 30-Year —
3-Year —
USD-ISDA
Swap Rate —
0.04]
   

0.04

%

 

2/15/2023

  Goldman
Sachs
International
 

$

9,204,500,000

   

$

2,531,238

   

$

5,596,336

   
Call —
CMS Cap
Swap(c),(d)
 

Receive

  Maximum of
[0, 30-Year —
3-Year —
USD-ISDA
Swap Rate —
0.04]
   

0.04

%

 

2/22/2023

  Goldman
Sachs
International
   

9,204,500,000

     

2,531,238

     

5,789,631

   
Call —
CMS Cap
Swap(c),(d)
 

Receive

  Maximum of
[0, 30-Year —
3-Year —
USD-ISDA
Swap Rate —
0.04]
   

0.04

%

 

3/1/2023

  Goldman
Sachs
International
   

9,204,500,000

     

2,531,237

     

6,028,947

   
Call —
CMS Cap
Swap(c),(d)
 

Receive

  Maximum of
[0, 30-Year —
3-Year —
USD-ISDA
Swap Rate —
0.04]
   

0.04

%

 

3/8/2023

  Goldman
Sachs
International
   

9,204,500,000

     

2,531,237

     

6,268,264

   
Call —
CMS Cap
Swap(c),(d)
 

Receive

  Maximum of
[0, 30-Year —
3-Year —
USD-ISDA
Swap Rate —
0.04]
   

0.04

%

 

2/15/2023

  Morgan
Stanley
   

5,062,500,000

     

1,265,625

     

2,865,375

   
Call —
CMS Cap
Swap(c),(d)
 

Receive

  Maximum of
[0, 30-Year —
3-Year —
USD-ISDA
Swap Rate —
0.04]
   

0.04

%

 

2/22/2023

  Morgan
Stanley
   

5,062,500,000

     

1,265,625

     

2,986,875

   


28


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS
(Continued)

June 30, 2022
(Unaudited)

Description

  Pay/
Receive
Floating
Rate
  Floating
Rate Index
  Exercise
Rate
  Expiration
Date
 

Counterparty

  Notional
Amount
 

Premium

 

Fair Value

 
Call —
CMS Cap
Swap(c),(d)
 

Receive

  Maximum of
[0, 30-Year —
3-Year —
USD-ISDA
Swap Rate —
0.04]
   

0.04

%

 

3/1/2023

  Morgan
Stanley
 

$

5,062,500,000

   

$

1,265,625

   

$

3,138,750

   
Call —
CMS Cap
Swap(c),(d)
 

Receive

  Maximum of
[0, 30-Year —
3-Year —
USD-ISDA
Swap Rate —
0.04]
   

0.04

%

 

3/8/2023

  Morgan
Stanley
   

5,062,500,000

     

1,265,625

     

3,285,563

   
Call —
OIS Cap
Swap(c),(d)
 

Receive
 
3-Month
USD-LIBOR
   

0.68

%

 

1/11/2029
 
Morgan
Stanley
   

260,061,813

     

7,038,227

     

37,604,938

   
   

$

22,225,677

   

$

73,564,679

   

Written Options

Description

  Pay/
Receive
Floating
Rate
  Floating
Rate
Index
  Exercise
Rate
  Expiration
Date
 

Counterparty

  Notional
Amount
 

Premium

 

Fair Value

 
Put — OIS
Floor Swap
(c)(d)
 

Pay
 
3-Month
USD-LIBOR
   

0.35

%

 

1/11/2029
 
Morgan
Stanley
 

$

(260,061,813

)

 

$

(7,038,227

)

 

$

(2,531,442

)

 

Forward Foreign Currency Contracts

Counterparty

  Currency
Purchased
  Currency
Sold
  Settlement
Date
  Valuation at
June 30, 2022
  Unrealized
Appreciation
  Unrealized
Depreciation
 

Barclays Bank PLC

 

USD

17,023,544

   

JPY

2,188,700,000

   

8/18/2022

 

$

16,176,498

   

$

847,046

   

$

   

Total

             

$

16,176,498

   

$

847,046

   

$

   


29


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS — RESTRICTED SECURITIES

June 30, 2022
(Unaudited)

Issuer

  Acquisition
Date(s)
 

Cost

 

Fair Value

  Fair
Value as a %
of Net Assets
 

Altegrity, Inc.

 

09/01/2021, 03/15/2022

 

$

   

$

24,161,394

     

0.28

%

 
CMS CAP SWAPTION 4.000
FEB23 4.000 CALL Goldman
Sachs International 4.000%
02/15/2023
 

02/26/2020

   

2,531,238

     

5,596,336

     

0.06

%

 
CMS CAP SWAPTION 4.000
FEB23 4.000 CALL Goldman
Sachs International 4.000%
02/22/2023
 

02/26/2020

   

2,531,238

     

5,789,631

     

0.07

%

 
CMS CAP SWAPTION 4.000
MAR23 4.000 CALL Goldman
Sachs International 4.000%
03/01/2023
 

02/26/2020

   

2,531,237

     

6,028,947

     

0.07

%

 
CMS CAP SWAPTION 4.000
MAR23 4.000 CALL Goldman
Sachs International 4.000%
03/08/2023
 

02/26/2020

   

2,531,237

     

6,268,264

     

0.07

%

 
CMS CAP SWAPTION 4.000
FEB23 4.000 CALL Morgan
Stanley 4.000% 02/15/2023
 

02/26/2020

   

1,265,625

     

2,865,375

     

0.03

%

 
CMS CAP SWAPTION 4.000
FEB23 4.000 CALL Morgan
Stanley 4.000% 02/22/2023
 

02/26/2020

   

1,265,625

     

2,986,875

     

0.03

%

 
CMS CAP SWAPTION 4.000
MAR23 4.000 CALL Morgan
Stanley 4.000% 03/01/2023
 

02/26/2020

   

1,265,625

     

3,138,750

     

0.04

%

 
CMS CAP SWAPTION 4.000
MAR23 4.000 CALL Morgan
Stanley 4.000% 03/08/2023
 

02/26/2020

   

1,265,625

     

3,285,563

     

0.04

%

 

Epic Games, Inc.

 

06/25/2020

   

19,049,750

     

18,486,540

     

0.21

%

 
FPS LLC (Marine Shipping)
 
 
  01/03/2022, 02/04/2022,
02/03/2022, 03/09/2022,
04/01/2022, 04/29/2022
   

188,848,513

     

207,055,658

     

2.36

%

 
FPS Shelby Holding I LLC
(Marine Shipping)
 
  02/04/2020, 03/26/2020,
04/29/2020, 07/24/2020
   

10,191,935

     

8,876,468

     

0.10

%

 
Footpath Ventures SpV IV LP
(Private Credit)
 

09/24/2021

   

15,279,600

     

11,617,500

     

0.13

%

 

GACP II LP (Private Credit)

 

01/17/2020

   

8,936,399

     

24,566,488

     

0.28

%

 

McDermott International, Inc.

 

12/31/2020

   

     

13,554,380

     

0.15

%

 


30


FPA CRESCENT FUND
PORTFOLIO OF INVESTMENTS — RESTRICTED SECURITIES
(Continued)

June 30, 2022
(Unaudited)

Issuer

  Acquisition
Date(s)
 

Cost

 

Fair Value

  Fair
Value as a %
of Net Assets
 
McDermott LC, 1M USD
LIBOR + 4.000% — 4.750%
12/31/2025
 

03/04/2021, 03/05/2021

 

$

35,777,645

   

$

18,167,706

     

0.21

%

 
McDermott Technology
Americas, Inc., 1M USD
LIBOR + 1.000% — 2.666%
6/30/2025
  12/31/2021, 01/31/2022
02/28/2022, 03/31/2022,
04/29/2022, 05/31/2022
   

64,251,133

     

16,794,015

     

0.19

%

 
McDermott Technology
Americas, Inc., 1M USD
LIBOR + 3.000% — 4.666%
6/30/2024
 

07/01/2020

   

1,074,101

     

644,461

     

0.01

%

 
OIS CAP SWAPTION 0.680
JAN29 0.680 CALL Morgan
Stanley 0.680% 01/11/2029
 

10/19/2020

   

7,038,227

     

37,604,938

     

0.43

%

 
OIS FLOOR SWAPTION 0.350
JAN29 0.350 PUT Morgan
Stanley 0.350% 01/11/2029
 

10/19/2020

   

(7,038,227

)

   

(2,531,442

)

   

(0.03

)%

 

Sound Holding FP

 

10/07/2013

   

60,882,839

     

121,957,443

     

1.39

%

 
U.S. Farming Realty Trust LP
(Real Estate)
 
 
 
 
 
 
 
  11/26/2010, 01/31/2011,
03/09/2011, 04/15/2011,
05/10/2011, 06/27/2011,
08/15/2011, 10/17/2011,
10/28/2011, 11/28/2011,
01/03/2012, 01/26/2012,
04/05/2012, 07/13/2012,
12/07/2012, 08/01/2013
   

     

3,427,610

     

0.04

%

 
U.S. Farming Realty Trust II LP
(Real Estate)
 
 
 
 
 
  12/24/2012, 04/29/2013,
06/17/2013, 10/28/2013,
01/14/2014, 04/22/2014,
06/25/2014, 09/09/2014,
10/08/2014, 12/18/2014,
06/18/2015, 07/29/2015
   

9,231,833

     

10,043,242

     

0.11

%

 

Viking Acquisition (Norway)

 

06/03/2021

   

7,607,534

     

6,472,278

     

0.07

%

 
TOTAL RESTRICTED
SECURITIES
     

$

436,318,732

   

$

556,858,420

     

6.34

%

 

See accompanying Notes to Financial Statements.


31


FPA CRESCENT FUND

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2022
(Unaudited)

ASSETS

 

Investment securities — at fair value (identified cost $5,894,488,512)

 

$

7,147,803,939

   
Investments in affiliates — at fair value (identified cost $414,674,476)    

418,257,612

   

Short-term investments — at amortized cost (maturities 60 days or less)

   

1,235,767,929

   

Purchased options, at value (premiums paid $22,225,677)

   

73,564,679

   

Unrealized appreciation on forward foreign currency contracts

   

847,046

   

Deposits for securities sold short

   

187,190

   

Cash

   

34,244

   

Foreign currencies at value (identified cost $404,398)

   

401,233

   

Receivable for:

 

Investment securities sold

   

69,983,429

   

Dividends and interest

   

12,585,079

   

Capital Stock sold

   

2,540,407

   

Prepaid expenses and other assets

   

84,170

   

Total assets

   

8,962,056,957

   

LIABILITIES

 

Written options, at value (premiums received $7,038,227)

   

2,531,442

   

Payable for:

 

Investment securities purchased

   

84,347,181

   

Due to broker — OTC derivatives collateral

   

71,784,124

   

Advisory fees

   

7,060,218

   

Capital Stock repurchased

   

4,738,910

   

Accrued expenses and other liabilities

   

1,389,746

   

Other commitments and contingencies — Note 11

     

Total liabilities

   

171,851,621

   

NET ASSETS

 

$

8,790,205,336

   

SUMMARY OF SHAREHOLDERS' EQUITY

 
Capital Stock — no par value; unlimited authorized shares;
272,393,634 outstanding shares
 

$

7,429,574,722

   

Distributable earnings

   

1,360,630,614

   

NET ASSETS

 

$

8,790,205,336

   

Institutional Class:

 

Net Assets

 

$

6,502,455,998

   

Shares outstanding, no par value; unlimited authorized shares

   

201,494,490

   

Offering and redemption price per share

 

$

32.27

   

Supra Institutional Class:

 

Net Assets

 

$

2,287,749,338

   

Shares outstanding, no par value; unlimited authorized shares

   

70,899,144

   

Offering and redemption price per share

 

$

32.27

   

See accompanying Notes to Financial Statements.


32


FPA CRESCENT FUND

STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2022
(Unaudited)

INVESTMENT INCOME

 

Dividends (net of foreign taxes withheld of $1,793,853)

 

$

63,081,716

   

Interest

   

3,756,283

   

Other Income

   

272,949

   

Total investment income

   

67,110,948

   

EXPENSES

 

Advisory fees

   

44,684,209

   

Transfer agent fees and expenses

   

2,830,819

   
Administrative services fees — Institutional Class    

2,646,504

   
Administrative services fees — Supra Institutional Class    

102,403

   

Redemption liquidity service

   

332,328

   

Administrator fees

   

225,068

   

Custodian fees

   

221,875

   

Reports to shareholders

   

220,831

   

Other professional fees

   

199,710

   

Legal fees

   

151,368

   

Short sale dividend expense

   

140,013

   

Trustee fees and expenses

   

87,689

   

Filing fees

   

63,991

   

Audit and tax services fees

   

35,861

   

Other

   

46,520

   

Total expenses

   

51,989,189

   

Reimbursement from Adviser

   

(1,802,270

)

 

Net expenses

   

50,186,919

   

Net investment income

   

16,924,029

   

NET REALIZED AND UNREALIZED GAIN (LOSS)

 

Net realized gain (loss) on:

 

Investments

   

100,692,951

   

Investments in affiliates

   

(920,718

)

 

In-kind redemptions

   

62,120,979

   

Written options

   

8,526,001

   

Swap contracts

   

(308,647

)

 

Investments in foreign currency transactions

   

(944,328

)

 

Net change in unrealized appreciation (depreciation) of:

 
Investments    

(1,665,200,166

)

 
Investments in affiliates    

119,010,044

   

Investment securities sold short

   

69,713,717

   

Written options

   

970,030

   

Purchased options

   

55,405,629

   

Investments in forward foreign currency contracts

   

847,046

   

Translation of foreign currency denominated amounts

   

(748,399

)

 

Net realized and unrealized loss

   

(1,250,835,861

)

 

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

(1,233,911,832

)

 

See accompanying Notes to Financial Statements.


33


FPA CRESCENT FUND

STATEMENTS OF CHANGES IN NET ASSETS

    Six Months Ended
June 30, 2022
(Unaudited)
  Year Ended
December 31, 2021
 

INCREASE (DECREASE) IN NET ASSETS

 

Operations:

 

Net investment income

 

$

16,924,029

   

$

1,725,313

   

Net realized gain

   

169,166,238

     

1,375,196,486

   

Net change in unrealized appreciation (depreciation)

   

(1,420,002,099

)

   

98,606,210

   
Net increase (decrease) in net assets resulting
from operations
   

(1,233,911,832

)

   

1,475,528,009

   

Distributions to shareholders — Institutional Class

   

(51,675,513

)

   

(919,984,099

)

 

Distributions to shareholders — Supra Institutional Class

   

(18,847,772

)

   

(200,997,258

)

 

Total distributions to shareholders

   

(70,523,285

)

   

(1,120,981,357

)

 

Capital Stock transactions:(a)

 

Proceeds from Capital Stock sold

   

1,392,552,163

     

1,976,165,831

   
Proceeds from shares issued to shareholders upon reinvestment of
dividends and distributions
   

61,213,644

     

964,804,823

   

Cost of Capital Stock repurchased(b)

   

(1,644,081,347

)

   

(3,093,196,869

)

 

Net decrease from Capital Stock transactions

   

(190,315,540

)

   

(152,226,215

)

 

Total change in net assets

   

(1,494,750,657

)

   

202,320,437

   

NET ASSETS

 

Beginning of period

   

10,284,955,993

     

10,082,635,556

   

End of period

 

$

8,790,205,336

   

$

10,284,955,993

   

(a)  See Note 9, Capital Stock, in the Notes to Financial Statements.

(b)  Net of redemption fees of $68,068 and $431,341 for the period ended June 30, 2022 and year ended December 31, 2021, respectively, see Note 7 in the Notes to Financial Statements.

See accompanying Notes to Financial Statements.


34


FPA CRESCENT FUND
FINANCIAL HIGHLIGHTS

Selected Data for Each Share of Capital Stock Outstanding Throughout Each Period

    Six
Months
Ended
June 30,
2022
 

Year Ended December 31

 
   

(Unaudited)

 

2021

 

2020

 

2019

 

2018

 

2017

 

Institutional Class

 
Per share operating
performance:
 
Net asset value at
beginning of period
 

$

37.01

   

$

35.97

   

$

33.83

   

$

29.53

   

$

34.69

   

$

32.61

   
Income from investment
operations:
 

Net investment income(a)

   

0.05

     

(b)

   

0.18

     

0.62

     

0.24

     

0.23

   
Net realized and
unrealized gain (loss)
on investment securities
   

(4.53

)

   

5.34

     

3.69

     

5.25

     

(2.78

)

   

3.14

   
Total from investment
operations
   

(4.48

)

   

5.34

     

3.87

     

5.87

     

(2.54

)

   

3.37

   

Less distributions:

 
Dividends from net
investment income
   

(0.02

)

   

(0.29

)

   

(0.11

)

   

(0.80

)

   

(0.21

)

   

(0.34

)

 
Distributions from net
realized capital gains
   

(0.24

)

   

(4.01

)

   

(1.62

)

   

(0.77

)

   

(2.41

)

   

(0.95

)

 

Total distributions

   

(0.26

)

   

(4.30

)

   

(1.73

)

   

(1.57

)

   

(2.62

)

   

(1.29

)

 

Redemption fees(b)

   

     

     

     

     

     

   
Net asset value at
end of period
 

$

32.27

   

$

37.01

   

$

35.97

   

$

33.83

   

$

29.53

   

$

34.69

   

Total investment return

   

(12.11

)%

   

15.17

%

   

12.11

%

   

20.02

%

   

(7.43

)%

   

10.39

%

 

Ratios/supplemental data:

 
Net assets, end of
period (in 000's)
 

$

6,502,456

   

$

8,394,402

   

$

8,903,455

   

$

14,009,883

   

$

13,707,240

   

$

17,484,747

   
Ratio of expenses
to average net assets:
 
Before reimbursement
from Adviser
   

1.10

%(c)(d)

   

1.17

%(e)

   

1.15

%(e)

   

1.23

%(e)

   

1.18

%(e)

   

1.10

%(e)

 
After reimbursement
from Adviser
   

1.06

%(c)(d)

   

1.14

%(e)

   

1.13

%(e)

   

1.23

%(e)

   

1.18

%(e)

   

1.10

%(e)

 

Net investment income:

 
Before reimbursement
from Adviser
   

0.28

%(c)

   

(0.03

)%

   

0.54

%

   

1.90

%

   

0.70

%

   

0.66

%

 
After reimbursement
from Adviser
   

0.31

%(c)

   

0.01

%

   

0.56

%

   

1.90

%

   

0.70

%

   

0.66

%

 

Portfolio turnover rate

   

28

%(c)

   

20

%

   

29

%

   

23

%

   

64

%

   

18

%

 

(a)  Per share amount is based on average shares outstanding.

(b)  Rounds to less than $0.01 per share.

(c)  Annualized

(d)  For the period ended June 30, 2022, the expense ratio includes short sale dividend expense that rounds to less than 0.01% of average net assets.

(e)  For the years ended December 31, 2021, December 31, 2020, December 31, 2019, December 31, 2018 and December 31, 2017, the expense ratio includes short sale dividend expense equal to 0.09%, 0.07%, 0.16%, 0.11% and 0.03% of average net assets, respectively.

See accompanying Notes to Financial Statements.


35


FPA CRESCENT FUND
FINANCIAL HIGHLIGHTS

Selected Data for Each Share of Capital Stock Outstanding Throughout Each Period

    Six Months Ended
June 30, 2022
(Unaudited)
  Year Ended
December 31,
2021
  Period from
September 4,
through
December 31,
2020
 

Supra Institutional Class

 

Per share operating performance:

 

Net asset value at beginning of period

 

$

37.01

   

$

35.98

   

$

31.96

   

Income from investment operations:

 

Net investment income(a)

   

0.09

     

0.02

     

0.01

   
Net realized and unrealized gain on
investment securities
   

(4.56

)

   

5.33

     

4.81

   

Total from investment operations

   

(4.47

)

   

5.35

     

4.82

   

Less distributions:

 

Dividends from net investment income

   

(0.03

)

   

(0.31

)

   

   

Distributions from net realized capital gains

   

(0.24

)

   

(4.01

)

   

(0.80

)

 

Total distributions

   

(0.27

)

   

(4.32

)

   

(0.80

)

 

Redemption fees(b)

   

     

     

   

Net asset value at end of period

 

$

32.27

   

$

37.01

   

$

35.98

   

Total investment return

   

(12.08

)%

   

15.24

%

   

15.08

%

 

Ratios/supplemental data:

 

Net assets, end of period (in 000's)

 

$

2,287,749

   

$

1,890,554

   

$

1,179,180

   

Ratio of expenses to average net assets:

 

Before reimbursement from Adviser

   

1.04

%(c)(d)

   

1.12

%(e)

   

1.14

%(c)(e)

 

After reimbursement from Adviser

   

1.00

%(c)(d)

   

1.09

%(e)

   

1.11

%(c)(e)

 

Net investment income:

 

Before reimbursement from Adviser

   

0.46

%(c)

   

0.02

%

   

0.07

%(c)

 

After reimbursement from Adviser

   

0.49

%(c)

   

0.06

%

   

0.10

%(c)

 

Portfolio turnover rate

   

28

%(c)

   

20

%

   

29

%

 

(a)  Per share amount is based on average shares outstanding.

(b)  Rounds to less than $0.01 per share.

(c)  Annualized.

(d)  For the period ended June 30, 2022, the expense ratio includes short sale dividend expense that rounds to less than 0.01% of average net assets.

(e)  For the years ended December 30, 2021 and December 31, 2020, the expense ratio includes short sale dividend expense equal to 0.10% and 0.13% of average net assets, respectively.

See accompanying Notes to Financial Statements.


36


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS

June 30, 2022
(Unaudited)

NOTE 1 — Significant Accounting Policies

FPA Crescent Fund (the "Fund"), a series of the FPA Funds Trust, is registered under the Investment Company Act of 1940 as an open-end, diversified, management investment company. The Fund's investment objective is to seek to generate equity-like returns over the long-term, take less risk than the market and avoid permanent impairment of capital. The Fund qualifies as an investment company pursuant to Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) No. 946, Financial Services — Investment Companies.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements.

A.  Security Valuation

The Fund's investments are reported at fair value as defined by accounting principles generally accepted in the United States of America, ("U.S. GAAP"). The Fund generally determines its net asset value as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open. Further discussion of valuation methods, inputs and classifications can be found under Disclosure of Fair Value Measurements.

B.  Securities Transactions and Related Investment Income

Securities transactions are accounted for on the date the securities are purchased or sold. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income and expenses are recorded on an accrual basis. Market discounts and premiums on fixed income securities are amortized over the expected life of the securities using effective interest rate method. Realized gains or losses are based on the specific identification method. The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency fair value of investment securities, and other assets and liabilities stated in foreign currencies, are translated using the daily spot rate; and (2) purchases, sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. The resultant exchange gains and losses are included in net realized or net unrealized gain (loss) in the statement of operations.

C.  Use of Estimates

The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.

D.  Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting if certain criteria are met. The guidance is effective from March 12, 2020 through December 31, 2022. The Adviser is currently evaluating the impact of this new guidance on the Fund's financial statements.

In June 2022, the FASB issued Accounting Standards Update No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). ASU 2022-03 clarifies the guidance in ASC 820, related to the measurement of the fair value of an equity security subject to contractual sale restrictions, where it eliminates the ability to apply a discount to fair value of these securities, and introduces disclosure requirements related to such equity securities. The guidance is effective for fiscal years,


37


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

and interim periods within those fiscal years, beginning after December 15, 2023, and allows for early adoption. Management is currently evaluating the impact of applying this update.

NOTE 2 — Risk Considerations

Investing in the Fund may involve certain risks including, but not limited to, those described below.

Market Risk: Because the values of the Fund's investments will fluctuate with market conditions, so will the value of your investment in the Fund. You could lose money on your investment in the Fund or the Fund could underperform other investments.

Common Stocks and Other Securities (Long): The prices of common stocks and other securities held by the Fund may decline in response to certain events taking place around the world, including; those directly involving companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.

Common Stocks and Other Securities (Short): The prices of common stocks and other securities sold short rise between the date of the short sale and the date on which the Fund replaces the borrowed security. In addition, the Fund repays the person that lent it the security for any interest or dividends that may have accrued.

Interest Rate and Credit Risk: The values of, and the income generated by, most debt securities held by the Fund may be affected by changing interest rates and by changes in the effective maturities and credit rating of these securities. For example, the value of debt securities in the Fund's portfolio generally will decline when interest rates rise and increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the Fund having to reinvest the proceeds in lower yielding securities. 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.

Repurchase Agreements: Repurchase agreements permit the Fund to maintain liquidity and earn income over periods of time as short as overnight. Repurchase agreements held by the Fund are fully collateralized by U.S. Government securities, or securities issued by U.S. Government agencies, or securities that are within the three highest credit categories assigned by established rating agencies (Aaa, Aa, or A by Moody's or AAA, AA or A by Standard & Poor's) or, if not rated by Moody's or Standard & Poor's, are of equivalent investment quality as determined by the Adviser. Such collateral is in the possession of the Fund's custodian. The collateral is evaluated daily to ensure its fair value equals or exceeds the current fair value of the repurchase agreements including accrued interest. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation.

The Fund may enter into repurchase agreements, under the terms of a Master Repurchase Agreement ("MRA"). The MRA permits the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from the Fund. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a MRA counterparty's bankruptcy or insolvency. Pursuant to the terms of the MRA, the Fund receives


38


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

securities as collateral with a fair value in excess of the repurchase price to be received by the Fund upon the maturity of the repurchase transaction. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund recognizes a liability with respect to such excess collateral to reflect the Fund's obligation under bankruptcy law to return the excess to the counterparty. Repurchase agreements outstanding at the end of the period are listed in the Fund's Portfolio of Investments.

Special Purpose Acquisition Companies Risk — The Fund may invest in stock, warrants, and other securities of special purpose acquisition companies ("SPACs") or similar special purpose entities that pool funds to seek potential acquisition opportunities. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. An investment in a SPAC is subject to a variety of risks, including that (i) a portion of the monies raised by the SPAC for the purpose of effecting an acquisition or merger may be expended prior to the transaction for payment of taxes and other purposes; (ii) prior to any acquisition or merger, a SPAC's assets are typically invested in government securities, money market funds and similar investments whose returns or yields may be significantly lower than those of the Fund's other investments; (iii) the Fund generally will not receive significant income from its investments in SPACs (both prior to and after any acquisition or merger) and, therefore, the Fund's investments in SPACs will not significantly contribute to the Fund's distributions to shareholders; (iv) an attractive acquisition or merger target may not be identified at all, in which case the SPAC will be required to return any remaining monies to shareholders; (v) if an acquisition or merger target is identified, the Fund may elect not to participate in the proposed transaction or the Fund may be required to divest its interests in the SPAC due to regulatory or other considerations, in which case the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) any proposed merger or acquisition may be unable to obtain the requisite approval, if any, of SPAC shareholders; (vii) under any circumstances in which the Fund receives a refund of all or a portion of its original investment (which typically represents a pro rata share of the proceeds of the SPAC's assets, less any applicable taxes), the returns on that investment may be negligible, and the Fund may be subject to opportunity costs to the extent that alternative investments would have produced higher returns; (viii) to the extent an acquisition or merger is announced or completed, shareholders who redeem their shares prior to that time may not reap any resulting benefits; (ix) the Fund may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; (x) an acquisition or merger once effected may prove unsuccessful and an investment in the SPAC may lose value; (xi) an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC; (xii) only a thinly traded market for shares of or interests in a SPAC may develop, or there may be no market at all, leaving the Fund unable to sell its interest in a SPAC or to sell its interest only at a price below what the Fund believes is the SPAC interest's intrinsic value; and (xiii) the values of investments in SPACs may be highly volatile and may depreciate significantly over time.

Many countries have experienced outbreaks of infectious illnesses in recent decades, including swine flu, avian influenza, SARS and, more recently, COVID-19. The global outbreak of COVID-19 in early 2020 has resulted in various disruptions, including travel and border restrictions, quarantines, supply chain disruptions, lower consumer demand and general market uncertainty. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve, including the risk of future increased rates of infection due to low vaccination rates and/or the lack of


39


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

effectiveness of current vaccines against new variants. Similar consequences could arise as a result of the spread of other infectious diseases. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund's accounting and financial reporting.

NOTE 3 — Purchases and Sales of Investment Securities

Cost of purchases of investment securities (excluding short-term investments) aggregated $1,029,619,558 for the period ended June 30, 2022. The proceeds and cost of securities sold resulting in net realized gains of $163,158,098 aggregated $1,155,898,113 and $992,740,015, respectively, for the period ended June 30, 2022.

NOTE 4 — Federal Income Tax

No provision for federal income tax is required because the Fund has elected to be taxed as a "regulated investment company" under the Internal Revenue Code (the "Code") and intends to maintain this qualification and to distribute each year to its shareholders, in accordance with the minimum distribution requirements of the Code, its taxable net investment income and taxable net realized gains on investments.

The cost of investment securities held at June 30, 2022 was $6,334,561,988 for federal income tax purposes. Gross unrealized appreciation and depreciation for all investments at June 30, 2022, for federal income tax purposes was $1,880,983,882 and $(649,484,319), respectively, resulting in net unrealized appreciation of $1,231,499,563. As of and during the period ended June 30, 2022, the Fund did not have any liability for unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Fund did not incur any interest or penalties. The statute of limitations remains open for the last 3 years, once a return is filed. No examinations are in progress at this time.

NOTE 5 — Advisory Fees and Other Affiliated Transactions

Pursuant to an Investment Advisory Agreement (the "Agreement"), advisory fees were paid by the Fund to First Pacific Advisors, LP (the "Adviser").

Effective September 4, 2020, the Board approved the addition of the Supra Institutional Class shares and the reduction in the annual advisory fee rate paid by the Fund to 0.93%. The current management fee rate paid by Institutional Class shares is 1.00% and Supra Institutional Class shares is 0.94%, which includes both the advisory fee of 0.93% and a class-specific administrative service fee of 0.07% for Institutional Class and 0.01% for Supra Institutional Class. In addition, the Adviser has contractually agreed to reimburse operating expenses in excess of 0.05% of the average daily net assets of the Fund, excluding management fees, administrative service fees, short sale dividend expenses and interest expenses on cash deposits relating to short sales, brokerage fees and commissions, redemption liquidity service expense, interest, taxes, fees and expenses of other funds in which the Fund invests, and extraordinary expenses, including litigation expenses not incurred in the Fund's ordinary course of business, through April 30, 2023. The Adviser has also contractually agreed to reimburse the Fund for redemption liquidity service expenses in excess of 0.0044% of the average net assets of the Fund through April 30, 2023. This agreement may only be terminated earlier by the Fund's Board of Trustees (the "Board") or upon termination of the Advisory Agreement. The reductions and reimbursements are in amounts that maintain total operating expenses at or below certain limits. The limit is expressed as a percentage of average daily net assets attributable to the Fund on an annualized basis during the reporting period. The expenses borne by the Adviser are subject to reimbursement by the Fund through the fiscal year end, provided no reimbursement will be made if it would result in the Fund exceeding the total operating expense limits. Any amounts outstanding at the end of the period are shown as an expense reimbursement from Adviser or expense reimbursement to Adviser on the Statement of Assets and Liabilities.


40


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

For the period ended June 30, 2022, the Fund paid aggregate fees and expenses of $87,689 to all Trustees who are not affiliated persons of the Adviser. Certain officers of the Fund are also officers of the Adviser.

NOTE 6 — Securities Sold Short

The Fund maintains cash deposits and segregates marketable securities in amounts equal to the current fair value of the securities sold short or the fair value of the securities at the time they were sold short, whichever is greater. The Fund considers cash deposits held in connection with securities sold short to be restricted cash. The restriction will lapse when the related short positions are terminated. Possible losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested. The dividends on securities sold short are reflected as short sale dividend expense.

NOTE 7 — Redemption Fees

A redemption fee of 2% applies to redemptions within 90 days of purchase. For the period ended June 30, 2022, the Fund collected $68,068 in redemption fees. The impact of these fees is less than $0.01 per share. Subsequent to the December 31, 2021, the Board unanimously approved the elimination of the Fund's 2% redemption fee effective February 18, 2022.

The Funds may participate in the ReFlow Fund, LLC ("ReFlow") liquidity program, which is designed to provide an alternative liquidity source on days when redemptions of Fund shares exceed purchases. Under the program, ReFlow is available to provide cash to the Funds to meet all, or a portion, of daily net shareowner redemptions. Following purchases of Fund shares, ReFlow then generally redeems those shares when the Fund experiences net sales, at the end of a maximum holding period determined by ReFlow (currently 14 days) or at other times at ReFlow's discretion. For use of the ReFlow service, a participating Fund pays a fee to ReFlow each time it purchases Fund shares, calculated by applying to the purchase amount a fee rate determined through an automated daily "Dutch auction" among other participating mutual funds seeking liquidity that day. The current minimum fee rate is 0.20% of the value of the Fund shares purchased by ReFlow, although the Fund may submit a bid at a higher fee rate if it determines that doing so is in the best interest of Fund shareowners. In accordance with federal securities laws, ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of a Fund. ReFlow will periodically redeem its entire share position in the Fund and request that such redemption be met in kind in accordance with the Fund's in-kind redemption policies. There is no assurance that ReFlow will have sufficient funds available to meet the Funds' liquidity needs on a particular day. During the period ended June 30, 2022, only FPA Crescent Fund participated in ReFlow. Fees associated with ReFlow are disclosed in the Statements of Operations within redemption liquidity service fees.

NOTE 8 — Disclosure of Fair Value Measurements

The Fund uses the following methods and inputs to establish the fair value of its assets and liabilities. Use of particular methods and inputs may vary over time based on availability and relevance as market and economic conditions evolve.

Equity securities are generally valued each day at the official closing price of, or the last reported sale price on, the exchange or market on which such securities principally are traded, as of the close of business on that day. If there have been no sales that day, equity securities are generally valued at the last available bid price. Securities that are unlisted and fixed-income and convertible securities listed on a national securities exchange for which the over-the-counter ("OTC") market more accurately reflects the securities' value in the judgment of the Fund's officers, are valued at the most recent bid price. Events occurring after the close of trading on non-U.S. exchanges may result in adjustments to the valuation of foreign securities to reflect their fair value as of the close


41


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

of regular trading on the NYSE. The Fund may utilize an independent fair valuation service in adjusting the valuations of foreign securities. However, most fixed income securities are generally valued at prices obtained from pricing vendors and brokers. Vendors value such securities based on one or more of the following inputs: transactions, bids, offers quotations from dealers and trading systems, spreads and other relationships observed in the markets among comparable securities, benchmarks, underlying equity of the issuer, and proprietary pricing models such as cash flows, financial or collateral performance and other reference data (includes prepayments, defaults, collateral, credit enhancements, and interest rate volatility). Currency forwards are valued at the closing currency exchange rate which is not materially different from the forward rate. Short-term corporate notes with maturities of 60 days or less at the time of purchase are valued at amortized cost.

Securities for which representative market quotations are not readily available or are considered unreliable by the Adviser are valued as determined in good faith under procedures adopted by the authority of the Fund's Board of Trustees. Various inputs may be reviewed in order to make a good faith determination of a security's value. These inputs include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. Investments in limited partnerships are valued, as a practical expedient, utilizing the net asset valuations provided by the underlying limited partnerships in a manner consistent with U.S. GAAP for investment companies. The Fund applies the practical expedient to its investments in limited partnerships on an investment-by-investment basis, and consistently with the Fund's entire position in a particular investment, unless it is probable that the Fund will sell a portion of an investment at an amount different from the net asset valuation. Investments in limited partnerships are included in Level 3 of the fair value hierarchy based on the limited rights of withdrawal by the Fund as specified in the respective agreements. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations of investments that would have been used had greater market activity occurred.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1. The investments in limited partnerships represent investments in private funds which are valued at their net asset value as a practical expedient. The Fund applies the practical expedient to limited partnerships on an investment-by-investment basis unless it is probable that the Fund could sell a portion of an investment at an amount different from the NAV of the investment. The management agreements of the limited partnerships provide for compensation to the managers in the form of fees ranging from 0% to 2% annually of net assets and performance incentive allocations or fees ranging from 0% to 20% of the net profits earned. The net asset value of the limited partnerships has been estimated primarily based upon the pro-rata ownership of the fair value of the limited partnerships as reported by the management of the limited partnerships. Investments in private funds can never be redeemed. Instead, the nature of the investments in this category is that distributions are received through the liquidation of the underlying assets of the limited partnerships.

The Fund classifies its assets based on three valuation methodologies. Level 1 values are based on quoted market prices in active markets for identical assets. Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs as noted above including spreads, cash flows, financial performance, prepayments, defaults, collateral, credit enhancements, and interest rate volatility. Level 3 values are based on significant unobservable inputs that reflect the Fund's determination of assumptions that market participants might reasonably use in valuing the assets. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.


42


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

The following table presents the valuation levels of the Fund's investments as of June 30, 2022 (see Portfolio of Investments for industry categories):

Investments

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

Internet Media

 

$

615,479,859

   

$

174,678,598

     

   

$

790,158,457

   

Semiconductor Devices

   

504,411,770

     

     

     

504,411,770

   

Cable & Satellite

   

462,434,724

     

     

     

462,434,724

   

Industrial Distribution & Rental

   

248,453,821

     

185,045,436

     

     

433,499,257

   

Application Software

   

158,688,092

     

130,668,540

   

$

18,486,540

     

307,843,172

   

Cement & Aggregates

   

     

287,586,590

     

     

287,586,590

   

Diversified Banks

   

206,098,573

     

37,869,222

     

     

243,967,795

   

E-Commerce Discretionary

   

153,086,053

     

80,974,270

     

     

234,060,323

   

P&C Insurance

   

217,301,989

     

     

     

217,301,989

   

Electrical Components

   

213,066,881

     

     

     

213,066,881

   

Insurance Brokers

   

169,411,897

     

     

     

169,411,897

   

Base Metals

   

     

168,033,482

     

     

168,033,482

   

Banks

   

167,937,295

     

     

     

167,937,295

   

Investment Companies

   

     

165,162,440

     

     

165,162,440

   

Food Services

   

     

130,246,575

     

     

130,246,575

   

Institutional Brokerage

   

129,747,243

     

     

     

129,747,243

   

Chemicals

   

123,416,182

     

     

     

123,416,182

   

Marine Shipping

   

     

     

121,957,443

     

121,957,443

   

Integrated Utilities

   

121,954,268

     

     

     

121,954,268

   

Wealth Management

   

90,024,026

     

     

     

90,024,026

   

Midstream — Oil & Gas

   

88,206,154

     

     

     

88,206,154

   

Railroad Rolling Stock

   

87,474,708

     

     

     

87,474,708

   

Automotive Retailers

   

83,910,247

     

     

     

83,910,247

   
Apparel, Footwear & Accessory
Design
   

     

72,388,882

     

     

72,388,882

   

Hotels, Restaurants & Leisure

   

68,403,509

     

     

     

68,403,509

   
Commercial & Residential Building
Equipment & Systems
   

     

67,296,282

     

     

67,296,282

   

Real Estate Owners & Developers

   

     

56,283,224

     

     

56,283,224

   

Entertainment Content

   

50,645,849

     

     

     

50,645,849

   

Computer Hardware & Storage

   

39,861,070

     

     

     

39,861,070

   

Industrials

   

35,749,226

     

     

     

35,749,226

   


43


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

Investments

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Home Products Stores

 

$

33,297,201

     

     

   

$

33,297,201

   

Oil & Gas Services & Equipment

   

26,665,979

     

     

     

26,665,979

   

Closed End Fund

   

   

$

24,161,394

     

     

24,161,394

   

Limited Partnerships

   

     

   

$

265,586,966

     

265,586,966

   

Preferred Stocks

 

Engineering Services

   

     

     

13,554,380

     

13,554,380

   

Energy

   

     

     

820,450

     

820,450

   

Warrant

 

Energy

   

1,373,486

     

     

     

1,373,486

   

Special Purpose Acquisition Companies

   

325,723,163

     

473,332

     

6,472,278

     

332,668,773

   

Corporate Bonds & Notes

   

     

585,852

     

     

585,852

   

Convertible Bonds

   

     

108,518,387

     

     

108,518,387

   

Corporate Bank Debt

   

     

8,509,126

     

18,167,706

     

26,676,832

   

U.S. Treasuries

   

     

999,710,891

     

     

999,710,891

   

Short-Term Investments

   

     

1,235,767,929

     

     

1,235,767,929

   
   

$

4,422,823,265

   

$

3,933,960,452

   

$

445,045,763

   

$

8,801,829,480

   

Purchased Options (interest rate risk)

   

     

   

$

73,564,679

   

$

73,564,679

   

Written Options (interest rate risk)

   

     

     

(2,531,442

)

   

(2,531,442

)

 
Forward Foreign Currency Contracts
(currency risk)
   

   

$

847,046

     

     

847,046

   
     

   

$

847,046

   

$

71,033,237

   

$

71,880,283

   

The following table summarizes the Fund's Level 3 investment securities and related transactions during the period ended June 30, 2022:

Investments

  Beginning
Value at
December 31,
2021
  Net Realized and
Unrealized Gains
(Losses)(a)
 

Purchases

 

(Sales)

  Gross
Transfers
In/(Out)
  Ending
Value at
June 30,
2022
  Net Change
in Unrealized
Appreciation
(Depreciation)
related to
Investments held
at June 30,
2022
 

Common Stocks

 

$

84,884,430

   

$

62,302,021

     

   

$

(6,742,468

)

   

   

$

140,443,983

   

$

63,222,738

   

Limited Partnerships

   

151,633,431

     

34,047,047

   

$

88,928,369

     

(9,021,881

)

   

     

265,586,966

     

34,047,047

   

Preferred Stocks

   

14,281,743

     

93,123

     

     

(36

)

   

     

14,374,830

     

93,087

   

Special Purpose

 

Acquisition Companies

   

7,238,930

     

(766,652

)

   

     

     

     

6,472,278

     

(766,652

)

 

Corporate Bonds & Notes

   

     

25,707

     

     

(25,707

)

   

     

     

   


44


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

Investments

  Beginning
Value at
December 31,
2021
  Net Realized and
Unrealized Gains
(Losses)(a)
 

Purchases

 

(Sales)

  Gross
Transfers
In/(Out)
  Ending
Value at
June 30,
2022
  Net Change
in Unrealized
Appreciation
(Depreciation)
related to
Investments held
at June 30,
2022
 

Corporate Bank Debt

 

$

7,815,830

   

$

1,422,526

     

     

   

$

8,929,350

   

$

18,167,706

   

$

1,422,526

   
Purchased Options (interest
rate risk)
   

23,221,610

     

58,869,070

     

   

$

(8,526,001

)

   

     

73,564,679

     

55,405,629

   
Written Options (interest
rate risk)
   

(3,501,472

)

   

970,030

     

     

     

     

(2,531,442

)

   

970,030

   
   

$

285,574,502

   

$

156,962,872

   

$

88,928,369

   

$

(24,316,093

)

 

$

8,929,350

   

$

516,079,000

   

$

154,394,405

   

(a)  Net realized and unrealized gains (losses) are included in the related amounts in the statement of operations.

Transfers of investments between different levels of the fair value hierarchy are recorded at fair value as of the end of the reporting period. There were transfers of $8,929,350 out of Level 3 into Level 2. Transfers out of Level 3 were due to change in valuation technique from recent trade activity to vendor priced.

The following table summarizes the quantitative inputs and assumptions used for items categorized as Level 3 of the fair value hierarchy as of June 30, 2022:

Financial Assets   Fair Value at
June 30, 2022
 

Valuation Technique(s)

  Unobservable
Inputs
 

Price/Range

  Weighted
Average
 

Special Purpose Acquisition Companies

 

$

6,472,278

   

Pricing Model (a)

 

Quotes/Prices

 

$

10.00

   

$

10.00

   

Corporate Bank Debt

 

$

18,167,706

   

Pricing Model (b)

 

Quotes/Prices

 

$

55.00

   

$

55.00

   

Preferred Stock

 

$

14,374,830

   

Pricing Model (b)

 

Quotes/Prices

 

$

600.00-$610.00

   

$

600.57

   

Purchased Options (interest rate risk)

 

$

73,564,679

   

Third-Party Broker Quote (c)

 

Quotes/Prices

 

$

0.00-$0.14

   

$

0.07

   

Written Options (interest rate risk)

 

$

(2,531,442

)

 

Third-Party Broker Quote (c)

 

Quotes/Prices

 

$

0.01

   

$

0.01

   

Common Stocks- Long

 

$

121,957,443

   

Market Approach (d)

 

Market Discounts

   

58

%

   

58

%

 

   

18,486,540

   

Pricing Model (e)

 

Capital Stock Activity

   

N/A

     

N/A

   

         

Discounts

   

40

%

   

40

%

 

Limited Partnerships

 

$

24,566,488

   

Discounted Issuer Statement (f)

 

Market Discounts

   

15

%

   

15

%

 

   

215,932,126

   

Market Approach (d)

 

Market Discounts

   

37

%-69%

   

38

%

 

   

11,617,500

   

Discounted Issuer Statement (f)

 

Market Discounts

   

23

%

   

23

%

 

   

13,470,852

   

Discounted Issuer Statement (f)

 

Market Discounts

   

26

%-31%

   

28

%

 

(a)  The fair value of the investment is based on the initial purchase price or more recent capital activity. If the financial condition of the underlying assets were to deteriorate, or if the market comparables were to fall, the value of the investment could be lower.

(b)  The Pricing Model technique for Level 3 securities involves an indicated, estimated or actual execution price for the security received by the broker's trading desk but not necessarily widely disseminated.

(c)  The Third Party Broker Quote technique involves obtaining a third-party broker quote for the security.

(d)  The fair value of the investment is based on the market approach, which involves obtaining broker quotes for the underlying ships based on free and clear charter rates, and further discounting those quotes for vessel-specific contracted charter rates.

(e)  The fair value of the investment is based on capital funding terms. If the financial condition of the underlying assets were to deteriorate, or if the market comparables were to fall, the value of the investment could be lower.

(f)  The statement provided by the general partner has been discounted for the possible impact from various long-term exit strategies under consideration by the general partner, or other market discounts for secondary market trading in limited partnerships.


45


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

Options Contracts: An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. A swaption is an option contract granting the owner the right to enter into an underlying swap. Inflation-capped options are options on U.S. inflation rates at a stated strike price. The seller of an inflation-capped option receives an upfront premium and in return the buyer receives the right to receive a payment at the expiration of the option if the cumulative annualized inflation rate over the life of the option is above (for caps) or below (for floors) the stated strike price. The purpose of inflation-capped options is to protect the buyer from inflation erosion above a certain rate on a given notional exposure. A floor can be used to give downside protection to investments in inflation-linked products below a certain rate on a given notional exposure. Writing put options or purchasing call options tends to increase a Fund's exposure to the underlying instrument. Writing call options or purchasing put options tends to decrease a Fund's exposure to the underlying instrument. When a Fund writes or purchases a call, put, or inflation-capped option, an amount equal to the premium received or paid by the Fund is recorded as a liability or an investment, respectively, and subsequently adjusted to the current market value, based on the quoted daily settlement price of the option written or purchased. Certain options may be written or purchased with premiums to be determined on a future date. The premiums for these options are based upon implied volatility parameters at specified terms. Premiums received or paid from writing or purchasing options, which expire unexercised, are treated by a Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or realized is added to the cost of the purchase or proceeds from the sale in determining whether the Fund has realized a gain or loss on investment transactions. A Fund, as a writer of an option, may have no control over whether the underlying instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the underlying written option. In addition, an illiquid market may make it difficult for a Fund to close out an option contract. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange's clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. A Fund's maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premiums paid.

Forward foreign currency contracts: Forward foreign currency contracts are agreements to exchange one currency for another at a future date and at a specified price. The Funds' transactions in forward foreign currency contracts are limited to transaction and portfolio hedging. The contractual amounts of forward foreign currency contracts do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered and could exceed the net unrealized value shown in the tables below. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movements in currency values. Forward foreign currency contracts are valued daily at the foreign exchange rates as of the close of the New York Stock Exchange. Unrealized appreciation or depreciation on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the foreign exchange rates at the end of the period is included in the Statement of Assets and Liabilities under the caption "Forward Foreign Currency Contracts." Realized gains and losses and the net change in unrealized appreciation (depreciation) on forward


46


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

foreign currency contracts for the year are included in the Statement of Operations under the caption "Forward Foreign Currency Contracts."

Credit Default Swaps: The Fund enters into credit default swap contracts for investment purposes and to manage its credit risk. Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation or index. The Fund may purchase or sell protection. A seller of protection generally receives an upfront payment or periodic payments throughout the term of the swap provided there is no credit event. Such periodic payments received are accrued daily and accounted for as realized gains. If a credit event occurs, as defined under the terms of the swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. The buyer of protection generally pays an upfront premium or periodic payments throughout the term of the swap provided there is no credit event. Such periodic payments paid are accrued daily and accounted for as realized losses.

Entering into credit default swaps involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized in the Consolidated Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligations to perform or disagree as to the meaning of the contractual terms in the agreements, and that there will be unfavorable changes in net interest rates.

   

Asset Derivatives

 

Liability Derivatives

 

Derivative Type

  Statement of Assets
and Liabilities
Location
 

Fair Value

  Statement of Assets
and Liabilities
Location
 

Fair Value

 
Interest rate
contracts
  Purchased options,
at value
 

$

73,564,679

    Written options,
at value
 

$

(2,531,442

)

 
Interest rate
contracts
  Forward Foreign
Currency Contracts
   

847,046

     

     

   

 

Derivative Type

  Location of Gain or
(Loss) on Derivatives
Within Statement of
Operations
  Realized Gain or
(Loss) on
Derivatives
  Change in Unrealized
Appreciation or (Depreciation)
 

Credit contracts

 

Swap contracts

 

$

(308,647

)

   

   
Interest rate
contracts
  Written options,
Purchased options
  8,526,001
 

$

56,375,659
 
Interest rate
contracts
  Forward Foreign
Currency Contracts
 

 

847,046

 

Total

     

$

8,217,354

   

$

57,222,705

   


47


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

During the period ended June 30, 2022 the Fund had average volume of forward foreign currency contracts (based on the open positions at each month end) for purchases and sales of $0 and $17,023,544, respectively.

The following table represents the average monthly volume of the Fund's derivative transactions during the period ended June 30, 2022:

Purchased Options

 

Average notional amount

 

Calls

 

$

70,064,061,813

   

Written Options

 

Average notional amount

 

Puts

 

$

(260,061,813

)

 

NOTE 9 — Capital Stock

    Period Ended
June 30, 2022
  Year Ended
December 31, 2021
 
   

Shares

 

Amount

 

Shares

 

Amount

 

Capital Stock sold

 

Institutional Class

   

12,861,354

   

$

453,986,932

     

21,888,320

   

$

862,574,874

   

Supra Institutional Class

   

26,870,662

     

938,565,231

     

28,356,842

     

1,113,590,957

   
Issued to shareholders upon
reinvestment of dividends and
distributions
 

Institutional Class

   

1,362,515

     

43,874,680

     

21,538,321

     

793,113,350

   

Supra Institutional Class

   

538,642

     

17,338,964

     

4,686,401

     

171,691,473

   

Capital Stock repurchased

 

Institutional Class

   

(39,548,078

)

   

(1,376,941,280

)

   

(64,107,130

)

   

(2,510,889,410

)

 

Supra Institutional Class

   

(7,597,989

)

   

(267,140,067

)

   

(14,728,481

)

   

(582,307,459

)

 

Change in Capital Stock outstanding

   

(5,512,894

)

 

$

(190,315,540

)

   

(2,365,727

)

 

$

(152,226,215

)

 

        

NOTE 10 — Collateral Requirements

For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by a Fund and the counterparty. Cash collateral that has been pledged to cover obligations of a Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by a Fund, if any, is noted in the Portfolio of Investments. Generally, the amount of collateral due from or to a party is delivered to/pledged by the Fund on the next business day. Typically, the Fund and counterparties are not permitted to sell, repledge or use the collateral they receive. To the extent amounts


48


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance. The Fund attempts to mitigate counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities.

FASB Accounting Standards Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. Under this guidance the Fund discloses both gross and net information about instruments and transactions eligible for offset such as instruments and transactions subject to an agreement similar to a master netting arrangement. The following table presents the Fund's OTC derivative assets, liabilities and master repurchase agreements by counterparty net of amounts available for the offset under an ISDA Master agreement or similar agreements and net of the related collateral received or pledged by the Fund as of June 30, 2022:


Counterparty
 

Product

  Gross Assets
(Liabilities) in
the Statement
of Assets and
Liabilities
  Cash
Collateral
(Received)
Pledged
  Financial
Instruments
(Received)
Pledged
  Assets
(Liabilities)
Available for
Offset
  Net Amount
of Asset and
(Liabilities)(a)
 
State Street Bank
and Trust
Company:
 
       

Repurchase Agreement

 

$

19,428,000

     

   

$

(19,428,000

)(b)

   

     

   

Barclays Bank PLC:

 
        Forward Foreign
Currency Contracts
 

$

847,046

     

   

$

(740,000

)

   

   

$

107,046

   
Goldman Sachs
International:
 
       

Purchased Options

 

$

23,683,178

   

$

(23,683,178

)(c)

   

             

   

Morgan Stanley:

 
       

Purchased Options

 

$

49,881,501

   

$

(47,350,059

)(d)

   

   

$

(2,531,442

)

   

   
       

Written Options

 

$

(2,531,442

)

         

$

2,531,442

           

(a)  Represents the net amount receivable (payable) from the counterparty in the event of default.

(b)  Collateral with a value of $19,816,597 has been received in connection with a master repurchase agreement. Excess of collateral received from the individual master repurchase agreement is not shown for financial reporting purposes.

(c)  Collateral with a value of $23,685,124 has been received in connection with a master repurchase agreement. Excess of collateral received from the individual master repurchase agreement is not shown for financial reporting purposes.

(d)  Collateral with a value of $47,359,000 has been received in connection with a master repurchase agreement. Excess of collateral received from the individual master repurchase agreement is not shown for financial reporting purposes.


49


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

NOTE 11 — Commitments and Contingencies

In the normal course of business, the Fund's investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the Fund's custodian. These activities may expose the Fund to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Fund enters into contracts that contain a variety of indemnifications. The maximum exposure of the Fund under these arrangements and activities is unknown.

Commitments to extend credit or invest capital include loan or debt-related proceeds the Fund is obligated to advance, such as delayed draws or revolving credit arrangements, or delayed draws of investments in limited partnerships. Commitments generally have fixed expiration dates or other termination clauses. Unrealized gains or losses associated with unfunded commitments are recorded in the consolidated financial statements and reflected as an adjustment to the fair value of the related security in the Consolidated Schedule of Investments. The par amount of the unfunded commitments is not recognized by the Fund until it becomes funded. As of June 30, 2022, the value of loans disclosed in the Schedule of Investments does not include unfunded commitments and the Fund was liable for the following unfunded commitments:

Asset Class

  Unfunded
Commitment
 

Corporate Bank Debt

 

$

10,038,100

   

NOTE 12 — Affiliated Investments

A company is considered an affiliate of a fund under the Investment Company Act of 1940 if the Fund's holdings in that company represent 5% or more of the outstanding voting shares of that company. Further details on such holdings and related transactions during the period ended June 30, 2022, appear below:

Investments

  Shares
Held as of
December 31,
2021
  Beginning
Value as of
December 31,
2021
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain/(Loss)
on sales of
Affiliated
Investments
  Change in
Unrealized
Appreciation/
Depreciation
  Transfers In
(Out)
  Ending
Value as of
June 30,
2022
  Shares
as of
June 30,
2022
  Dividend
Income
from
Affiliated
Investments
 
Common
Stocks — 1.69%
 
Oil & Gas
Services &
Equipment — 0.30%
 
McDermott
International
Ltd.(a)(b)
   

46,782,420

   

$

19,180,792

     

     

     

   

$

7,485,187

     

   

$

26,665,979

     

46,782,420

     

   
Marine
Shipping — 1.39%
 
Sound Holding FP
(Luxembourg)(b)(c)(d)(e)
   

1,146,250

     

55,564,380

     

   

$

(6,742,467

)

 

$

(920,718

)

   

74,056,248

     

     

121,957,443

     

1,146,250

     

   
Corporate
Bank Debt — 0.30%
 
McDermott LC,
1M USD LIBOR
+ 4.000% — 4.750%
12/31/2025(c)(d)(e)(f)(g)
   

28,718,370

     

17,142,040

     

     

     

     

1,025,666

     

     

18,167,706

     

28,718,370

     

   


50


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

Investments

  Shares
Held as of
December 31,
2021
  Beginning
Value as of
December 31,
2021
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain/(Loss)
on sales of
Affiliated
Investments
  Change in
Unrealized
Appreciation/
Depreciation
  Transfers In
(Out)
  Ending
Value as of
June 30,
2022
  Shares
as of
June 30,
2022
  Dividend
Income
from
Affiliated
Investments
 
McDermott Intl
Senior Exit
LC — 3.000%
6/30/2024
   

19,843,000

   

$

(9,326,210

)

   

     

     

   

$

396,860

     

   

$

(8,929,350

)

   

19,843,000

     

   
McDermott
Technology
Americas, Inc.,
1M USD LIBOR
+ 1.000% — 2.666%
6/30/2025(c)(g)
   

33,083,090

     

14,225,729

   

$

504,940

     

     

     

2,063,346

     

     

16,794,015

     

33,588,030

     

   
McDermott
Technology
Americas, Inc.,
1M USD LIBOR
+ 3.000% — 4.666%
6/28/2024(c)(g)
   

1,074,102

     

612,238

     

     

     

     

32,223

     

     

644,461

     

1,074,102

     

   
             

22,653,797

   

$

504,940

     

     

     

3,518,095

     

     

26,676,832

             

   
Limted
Partnerships — 2.62%
 

FPS LLC(b)(c)(d)(e)

   

1,185,446

     

83,704,351

     

88,828,769

     

     

     

34,522,538

     

     

207,055,658

     

2,073,734

     

   
FPS Shelby Holding I
LLC(b)(c)(d)(e)
   

107,799

     

8,876,468

     

     

     

     

     

     

8,876,468

     

107,799

     

   
U.S. Farming
Realty Trust,
L.P.(c)(d)(e)
   

350,000

     

5,966,001

     

     

     

     

(2,538,391

)

   

     

3,427,610

     

350,000

     

   
U.S. Farming
Realty Trust II,
L.P.(c)(d)(e)
   

120,000

     

8,343,236

     

   

$

(266,361

)

   

     

1,966,367

             

10,043,242

     

120,000

     

   
             

106,890,056

     

88,828,769

     

(266,361

)

   

     

33,950,514

     

     

229,402,978

             

   

Preferred Stocks — 0.15%

 
Engineering
Services — 0.15%
 
McDermott
International, Inc.(c)(d)(e)
   

22,591

     

13,554,380

     

     

     

     

     

     

13,554,380

     

22,591

     

   
Total Affiliate
Investments — 4.76%
         

$

217,843,405

   

$

89,333,709

   

$

(7,008,828

)

 

$

(920,718

)

 

$

119,010,044

     

   

$

418,257,612

             

   

(a)  Non-income producing security.

(b)  Controlled company.

(c)  Restricted securities. These securities are considered liquid by the Adviser. Most of these securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under policies adopted by authority of the Fund's Board of Trustees.


51


FPA CRESCENT FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

(d)  Investments categorized as a significant unobservable input (Level 3) (See Note 8 of the Notes to Financial Statements).

(e)  These securities have been valued in good faith under policies adopted by authority of the Board of Trustee in accordance with the Fund's fair value procedures.

(f)  All or a portion of this holding is subject to unfunded loan commitments. The stated interest rate reflects the weighted average of the reference rate and spread for the funded portion, if any, and the commitment fees on the portion of the loan that is unfunded.

(g)  Variable/Floating Rate Security — The rate shown is based on the latest available information as of June 30, 2022. For Corporate Bank Debt, the rate shown may represent a weighted average interest rate. Certain variable rate securities are not based on a published rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description.


52


FPA CRESCENT FUND
SHAREHOLDER EXPENSE EXAMPLE

June 30, 2022 (Unaudited)

Fund Expenses

Mutual fund shareholders generally incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory and administrative fees; shareholder service fees; and other Fund expenses. The Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the year and held for the entire year.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The information in the table under the heading "Hypothetical Performance (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the information under the heading "Hypothetical Performance (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Even though the Fund does not charge transaction fees, if you purchase shares through a broker, the broker may charge you a fee. You should evaluate other mutual funds' transaction fees and any applicable broker fees to assess the total cost of ownership for comparison purposes.

   

Actual Performance

  Hypothetical Performance
(5% return before expenses)
 

Institutional Class

 

Beginning Account Value December 31, 2021

 

$

1,000.00

   

$

1,000.00

   

Ending Account Value June 30, 2022

 

$

878.90

   

$

1,019.54

   

Expenses Paid During Period(a)

 

$

4.94

   

$

5.31

   

Supra Institutional Class

 

Beginning Account Value December 31, 2021

 

$

1,000.00

   

$

1,000.00

   

Ending Account Value June 30, 2022

 

$

879.20

   

$

1019.84

   

Expenses Paid During Period(b)

 

$

4.66

   

$

5.01

   

(a)  Expenses are equal to the class's annualized expense ratio of 1.06%, multiplied by the average account value over the period and prorated for the six-months ended June 30, 2022 (181/365 days).

(b)  Expenses are equal to the class's annualized expense ratio of 1.00%, multiplied by the average account value over the period and prorated for the six-months ended June 30, 2022 (181/365 days).


53


FPA CRESCENT FUND
TRUSTEE AND OFFICER INFORMATION

(Unaudited)

Sandra Brown, Mark L. Lipson, Alfred E. Osborne, Jr., and Robert F. Goldrich are all Trustees of the Fund who are not "interested persons" of the Fund, as that term is defined in the 1940 Act (collectively, the "Independent Trustees"). Trustees serve until their resignation, removal or retirement. The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request by calling (800) 982-4372.

Name, Address(1)
and Year of Birth
  Position(s)
Held with
the Fund
  Year First
Elected as
Trustee of
the Fund
  Principal Occupation(s)
During the
Past Five Years
  Number of
FPA Funds
Overseen
by Trustee
  Other
Directorships
Held by Trustee
During the Past
Five Years
 

Independent Trustees

 
Sandra Brown,
1955
 

Trustee

 

2016

 

Consultant (since 2009). Formerly, CEO and President of Transamerica Financial Advisers, Inc. (1999-2009); President, Transamerica Securities Sales Corp. (1998-2009); Vice President, Bank of America Mutual Fund Administration (1990-1998). Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020).

 

7

 

None

 
Robert F. Goldrich,
1962
 

Trustee

 

2022

 

Formerly, President/CFO of the Leon Levy Foundation (2015-2022). Director/Trustee of each FPA Fund (since 2022).

 

7

  Uluru, Inc.
(2015-2017)
 
Mark L. Lipson,
1949
 

Trustee & Chairman

 

2015

 

Managing Member, ML2 Advisors, LLC (since 2014). Formerly Managing Director, Bessemer Trust (2007-2014) and US Trust (2003-2006); Chairman and CEO of the Northstar Mutual Funds (1993-2001); and President and CEO of the National Mutual Funds (1988-1993). Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020).

 

7

 

None

 
Alfred E. Osborne, Jr.,
1944
 

Trustee

 

2002

 

Formerly UCLA professor, retired effective July 2022. Dr. Osborne served at UCLA's John E. Anderson School of Management in several capacities for 50 years. He was formerly Senior Associate Dean, (July 2003-June 2022), Interim Dean (July 2018-June 2019), Professor (July 1972-June 2022) and Faculty Director, Price Center for Entrepreneurship and Innovation (July 1984-June 2022). He is a Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020).

 

7

 

Kaiser Aluminum, Wedbush Capital and Waverley Capital Acquisition Corporation

 


54


FPA CRESCENT FUND
TRUSTEE AND OFFICER INFORMATION
(Continued)

(Unaudited)

Name, Address(1)
and Year of Birth
  Position(s)
Held with
the Fund
  Year First
Elected as
Trustee of
the Fund
  Principal Occupation(s)
During the
Past Five Years
  Number of
FPA Funds
Overseen
by Trustee
  Other
Directorships
Held by Trustee
During the Past
Five Years
 

"Interested" Trustees(2)

 
Steven Romick,
1963
 

Trustee

 

2002

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since 2018). Vice President (since 2015) and Portfolio Manager of FPA Crescent Fund (since 1993) and of Source Capital, Inc. (since 2015). Formerly, Managing Partner of FPA (2010-2018). Formerly, President of the Trust (2002-2015).

 

2

 

None

 
J. Richard Atwood,
1960
 

Trustee

 

2016

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since October 2018). Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020). President of each FPA Fund (since 2015). Formerly, Managing Partner of FPA (2006-2018).

 

7

 

None

 

(1)  The address of each Trustee is 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025.

(2)  "Interested person" within the meaning of the 1940 Act by virtue of their affiliation with the Fund's Adviser.


55


FPA CRESCENT FUND
TRUSTEE AND OFFICER INFORMATION
(Continued)

(Unaudited)

Officers of the Fund. Officers of the Fund are elected annually by the Board.

Name, Address(1)
and Year of Birth
  Position
with Fund
  Year First
Elected as
Officer of the
Fund
  Principal Occupation(s)
During the Past Five Years
 
J. Richard Atwood,
1960
 

President

 

2002

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since 2018). Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020). Formerly, Managing Partner of FPA.

 
Steven Romick,
1963
 

Vice President and Portfolio Manager

 

2002

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since 2018). Vice President (since 2015) and Portfolio Manager of FPA Crescent Fund (since 1993) and of Source Capital, Inc. (since 2015). Formerly, Managing Partner of FPA (2010-2018). Formerly, President of the Trust (2002-2015).

 
Mark Landecker,
1975
 

Vice President and Portfolio Manager

 

2013

 

Partner of FPA (since 2013). Formerly, Managing Director (January 2013-December 2013). Vice President and Portfolio Manager of Source Capital, Inc. (since 2015).

 
Brian Selmo,
1977
 

Vice President and Portfolio Manager

 

2013

 

Partner of FPA (since 2013). Formerly, Managing Director (January 2013-December 2013). Vice President and Portfolio Manager of Source Capital, Inc. (since 2015).

 
Karen E. Richards,
1969
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer of the Adviser (since 2018); and Chief Compliance Officer of each FPA Fund (since 2019, except Bragg Capital Trust since 2020). Formerly, Deputy Chief Compliance Officer of First Republic Investment Management, LLC (from 2016 to 2018), and Vice President, Senior Compliance Officer of Pacific Investment Management Company (from 2010 to 2016).

 
E. Lake Setzler III,
1967
 

Treasurer

 

2006

 

Managing Director and CFO of the Adviser (since 2022); and Treasurer of each FPA Fund. Formerly, Senior Vice President and Controller of the Adviser.

 
Rebecca D. Gilding,
1979
 

Secretary

 

2019

 

Vice President and Counsel, State Street Bank and Trust Company (since 2016); and Secretary of each FPA Fund (since 2019, except Bragg Capital Trust since 2020). Formerly, Assistant Vice President and Associate Counsel, Brown Brothers Harriman & Co. (2013 to 2016).

 

(1)  The address for each Officer (except Ms. Gilding) is 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025. Ms. Gilding's address is State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111.


56


FPA CRESCENT FUND

(Unaudited)

INVESTMENT ADVISER

First Pacific Advisors, LP
11601 Wilshire Boulevard, Suite 1200
Los Angeles, CA 90025

TRANSFER & SHAREHOLDER SERVICE AGENT

UMB Fund Services, Inc.
P.O. Box 2175
Milwaukee, WI 53201-2175
or
235 West Galena Street
Milwaukee, WI 53212-3948
(800) 638-3060

CUSTODIAN AND ADMINISTRATOR

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Institutional Class:
TICKER SYMBOL: FPACX
CUSIP: 30254T759
Supra Institutional Class:
TICKER SYMBOL: FPCSX
CUSIP: 30254T676

DISTRIBUTOR

UMB Distribution Services, LLC
235 West Galena Street
Milwaukee, Wisconsin 53212-3948

LEGAL COUNSEL

Dechert LLP
One Bush Street, Suite 1600
San Francisco, California 94104

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP
725 South Figueroa Street
Los Angeles, California 90017

This report has been prepared for the information of shareholders of FPA CRESCENT FUND, and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. The financial information included in this report has been taken from the records of the Fund without examination by independent auditors.

A description of the policies and procedures that the Adviser uses to vote proxies related to the Fund's portfolio securities is set forth in the Fund's Statement of Additional Information which is available without charge, upon request, on the Fund's website at www.fpa.com or by calling (800) 982-4372 and on the Securities and Exchange Commission's website at www.sec.gov.

The Fund's complete proxy voting record for the 12 months ended June 30, 2022 is available without charge, upon request by calling (800) 982-4372 and on the SEC's website at www.sec.gov.

The Fund's schedule of portfolio holdings, filed the first and third quarter of the Fund's fiscal year on Form N-PORT with the SEC, is available on the SEC's website at www.sec.gov.

Additional information about the Fund is available online at www.fpa.com. This information includes, among other things, holdings, top sectors, and performance, and is updated on or about the 15th business day after the end of each quarter.


Distributor:

UMB DISTRIBUTION SERVICES, LLC

235 West Galena Street
Milwaukee, Wisconsin 53212

Semi-Annual Report

June 30, 2022

FPA Flexible Fixed Income Fund


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

INTRODUCTION

Dear Fellow Shareholders,

FPA Flexible Fixed Income (the "Fund") returned -1.41% in the second quarter of 2022 and -2.85% year-to-date.

As of June 30, 2022, the portfolio had a yield-to-worst1 of 5.20% and an effective duration of 1.21 years. Risk-free rates continued to increase during the quarter as the Federal Reserve raised the Fed Funds rate, began reducing its bond holdings and guided the market toward additional monetary policy tightening in an attempt to bring down the highest inflation in over 40 years. Yields on 2- to 5-year maturity Treasury bonds increased by approximately 50-60 basis points (bps) during the second quarter while 10-year Treasury yields increased by 67 basis points.2 In addition, while still within historic norms, spreads on investment grade and high-yield rated debt increased during the quarter. Together, higher risk-free rates and higher spreads led to the worst bond market in generations, with lower prices across fixed income markets and more pronounced price declines in longer duration bonds and more credit-sensitive bonds.

Higher spreads and yields have made credit (investments rated BBB or lower) more attractive though the market as a whole is not attractive in our view. We are selectively investing in credit situations where we believe we are adequately compensated for the risk of permanent impairment of capital and duration risk. Absent those opportunities, we continue to take advantage of the higher yield environment to seek incrementally longer duration, high quality (rated single-A or higher) bonds as we believe these bonds now offer sufficient compensation for the duration risk.

The Fund's credit exposure (investments rated BBB or lower) increased from 28.8% as of March 31, 2022 to 29.6% as of June 30, 2022. Floating rate investments represented 29% of the Fund's holdings at June 30, 2022. Cash and equivalents increased from 5.0% of the portfolio as of March 31, 2022 to 7.1% on June 30, 2022.

Portfolio Attribution3

There were positive contributors to performance but none that were meaningful at the sector level.

The largest detractors from performance during the quarter were the corporate holdings. Wider spreads led to lower bank loan and high-yield bond prices. High-yield bond prices were also negatively impacted by higher Treasury yields. Lastly, lower market-wide equity valuations negatively impacted the price of the Fund's

1  Yield to Worst ("YTW") is presented gross of fees and reflects the lowest possible yield on a callable bond without the issuer defaulting. It does not represent the yield an investor should expect to receive. As of June 30, 2022, the Fund's subsidized/unsubsidized 30-day SEC standardized yield ("SEC Yield") was 3.03%/2.92% respectively. The SEC Yield calculation is an annualized measure of the Fund's dividend and interest payments for the last 30 days, less the Fund expenses. Subsidized yield reflects fee waivers and/or expense reimbursements during the period. Without waivers and/or reimbursements, yields would be reduced. Unsubsidized yield does not adjust for any fee waivers and/or expense reimbursements in effect. The SEC Yield calculation shows investors what they would earn in yield over the course of a 12-month period if the Fund continued earning the same rate for the rest of the year.

2  Source: Bloomberg.

3  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 or sectors purchased, sold or recommended by FPA during the quarter. The portfolio holdings as of the most recent quarter-end may be obtained at www.fpa.com.

Past performance is no guarantee, nor is it indicative, of future results.


1


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

common stock holdings. Common stock was 0.3% of the Fund's holdings at June 30 and represents value received in exchange for corporate debt owned in the past. We intend to hold these common stock investments until they can be realized at a price that approximates our estimate of fair value while balancing the opportunity cost of that capital.

The second-largest detractors from performance during the quarter were collateralized loan obligations (CLOs), as wider spreads led to lower prices that were only partially offset by coupon payments. The third-largest detractors from performance were asset-backed securities (ABS) backed by prime or subprime auto loans or leases. Prices of these ABS declined due to wider spreads and higher risk-free rates. Both CLOs and these ABS are relatively large exposures in the portfolio. As a result, though these holdings were in the middle of the pack with respect to performance, both of these sectors are among the top detractors from the portfolio's overall return during the quarter due to the combination of aggregate exposure and the total return on the investments themselves.

Despite the portfolio's overall negative return during the quarter, the portfolio continues to perform well relative to the overall bond market and relevant indices.

Portfolio Activity

The table below shows the portfolio's sector level exposures as of March 31, 2022 compared to June 30, 2022:

Sector   % Portfolio
3/31/2022
  % Portfolio
6/30/2022
 

ABS

   

69.2

%

   

66.0

%

 

Mortgage Backed (CMO)4

   

7.7

%

   

7.7

%

 

Stripped Mortgage-backed

   

0.2

%

   

0.2

%

 

Corporate

   

10.8

%

   

12.2

%

 

CMBS4

   

7.1

%

   

6.8

%

 

Cash and equivalents

   

5.0

%

   

7.1

%

 

Total

   

100.0

%

   

100.0

%

 

Yield-to-worst5

   

3.66

%

   

5.20

%

 

Effective Duration (years)

   

1.26

     

1.21

   

Average Life (years)

   

2.42

     

2.25

   

4  Collateralized mortgage obligations ("CMO") are mortgage-backed bonds that separate mortgage pools into different maturity classes. Commercial mortgage-backed securities ("CMBS") are securities backed by commercial mortgages rather than residential mortgages.

5  Yield to Worst ("YTW") is presented gross of fees and reflects the lowest possible yield on a callable bond without the issuer defaulting. It does not represent the yield an investor should expect to receive. As of June 30, 2022, the Fund's subsidized/unsubsidized 30-day SEC standardized yield ("SEC Yield") was 3.03%/2.92% respectively. The SEC Yield calculation is an annualized measure of the Fund's dividend and interest payments for the last 30 days, less the Fund expenses. Subsidized yield reflects fee waivers and/or expense reimbursements during the period. Without waivers and/or reimbursements, yields would be reduced. Unsubsidized yield does not adjust for any fee waivers and/or expense reimbursements in effect. The SEC Yield calculation shows investors what they would earn in yield over the course of a 12-month period if the Fund continued earning the same rate for the rest of the year.

Past performance is no guarantee, nor is it indicative, of future results.


2


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Yields in credit (defined as investments rated BBB or lower) increased further during the second quarter, due mostly to an increase in spreads. In combination with higher risk-free rates, the resulting higher yields make credit more attractive, all things being equal, and seemingly attractive in comparison to historical data points. However, as we discuss in more detail below, on a bottom-up basis — which is how we invest — we do not see a plethora of situations where we believe there is adequate compensation for the credit risk and near-term market-to-market risk. As credit markets inch toward attractiveness on an absolute value basis, we selectively deploy capital into credit when we see investments that we believe are priced appropriately for the risk. Otherwise, we are happy to wait patiently for more attractive prices. This quarter, we took advantage of lower prices to add to existing positions in bonds backed by non-performing residential mortgages, bank loans and high yield. We also added new positions in investment grade corporate bonds (which we count as credit because of their BBB rating) and a high yield bond.

Treasury yields and spreads on high-quality bonds (rated single-A or higher) increased during the quarter. Rather than adjusting the Fund's duration to speculatively bet on the direction and timing of interest rates, we use price as our duration guide: when yields increase, duration is cheaper so we buy more duration; when yields decrease, duration is more expensive so we buy less duration. As yields on high-quality bonds have increased this year, we have been using our duration stress test to buy longer duration bonds. That stress test seeks to identify the longest duration bonds that we expect will produce at least a breakeven return over the next 12 months, assuming the yield on a bond increases by 100 basis points during that time. As yields have increased, longer duration bonds have passed this test. Along those lines, during the second quarter we bought high-quality fixed rate bonds with a weighted average duration and yield-to-worst of 2.7 years and 4.65%, respectively.6 These investments included, but were not limited to ABS backed by equipment, ABS backed by insurance premium loans, ABS backed by data centers or cell towers, non-agency CMBS, ABS backed by prime quality auto loans and utility cost recovery bonds.

Investments during the quarter were paid for by selling shorter duration holdings and using cash on hand.

Market Commentary

A historically poor start to the year for bonds continues. Below are second quarter and year-to-date returns for some broad measures of the bond market:

 

Q2 2022

 

YTD 2022

 

Bloomberg 1-3 yr. U.S. Aggregate Bond Index

   

-0.64

%

   

-3.13

%

 

Bloomberg U.S. Aggregate Bond Index

   

-4.69

%

   

-10.35

%

 

Bloomberg U.S. Corporate High Yield Index

   

-9.83

%

   

-14.19

%

 

Bloomberg U.S. Universal Bond Index

   

-5.13

%

   

-10.94

%

 

To put these returns in perspective, the year-to-date performance for the Aggregate and the 1-3 year Aggregate bond indices are the worst since their respective inceptions, while the return on the high-yield index is also historically bad (aside from the return during the Great Financial Crisis7). For a longer-term perspective, 10-year Treasuries (or their proxy) have not had a worse return since 1788!8 Finally, not even short maturity

6  Based on weights, prices, yields and duration as of 6/30/22.

7  The Great Financial Crisis is generally referred to as the period from 2007 through 2009.

8  As of 6/30/2022. Source: GFD, Deutsche Bank.

Past performance is no guarantee, nor is it indicative, of future results.


3


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Treasury bonds have been immune from the mark-to-market pain. The following graph shows the rolling 12-month return on 2-year maturity Treasury bonds. As shown below, historically, 2-year Treasury bonds have rarely lost money over a 12-month period on a mark-to-market basis, and when there have been losses, they have not been meaningful. In contrast, the mark-to-market losses over the most recent 12 months have been significant and unseen in at least 40 years, if ever.

Estimated Rolling 12-month 2-yr Treasury Returns

Source: Bloomberg. As of 6/30/2022.


4


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

These poor returns are a function of valuation, but the story starts with inflation. As shown below, inflation remains elevated:

CPI Urban Consumers less Food and Energy

Source: Bureau of Labor Statistics. Chart data thru June 30, 2022. The "Consumer Price Index for All Urban Consumers: All Items Less Food & Energy" is an aggregate of prices paid by urban consumers for a typical basket of goods, excluding food and energy. This measurement, known as "Core CPI," is widely used by economists because food and energy prices can be volatile. The all urban consumer group represents about 93 percent of the total U.S. population. It is based on the expenditures of almost all residents of urban or metropolitan areas, including professionals, the self-employed, the unemployed, and retired people, as well as urban wage earners and clerical workers. Not included in the CPI are the spending patterns of people living in rural nonmetropolitan areas, those in farm households, people in the Armed Forces, and those in institutions, such as prisons and mental hospitals.

In response to persistently high inflation, the Federal Reserve continues to tighten monetary policy via a combination of raising the Fed Funds rate, reducing the volume of bonds it purchases and guiding the market toward tighter monetary policy going forward. Specifically, after having already raised the Fed Funds rate by 25 basis points (bps) in March, the Federal Reserve raised it by an additional 50 bps and 75 bps on May 4 and June 15, respectively. In addition, on May 4, the Federal Reserve announced the implementation of its plan to reduce the size of its balance sheet. Since the onset of the pandemic, the Federal Reserve had been buying Treasuries and agency mortgage-backed securities in an effort to lower yields, drive up asset values and spur


5


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

wealth creation. Over the past several quarters, the Federal Reserve reduced its bond purchases so that it no longer added to its bond holdings, net of maturities, and, more recently further reduced its purchases to decrease the size of its bond holdings or balance sheet each month.9

Finally, through its public commentary, the Federal Reserve has been guiding the market toward additional increases in the Fed Funds rate, saying that it is "is strongly committed to returning inflation to its 2 percent objective." In support of its plans to tighten monetary policy, the Federal Reserve noted that rising inflation expectations could make fighting inflation more costly and that elevated inflation could become entrenched if the public questions the Federal Reserve's resolve to fight inflation. The current Federal Reserve leadership is trying to preserve the Federal Reserve's inflation fighting credibility.10

Taking a cue from the Federal Reserve, as of June 30, the market expected the Federal Reserve to raise the Fed Funds rate by approximately 180 bps through the end of 2022. The following chart shows the market's cumulative expectations for the Fed Funds Rate going forward.

Market Expectations for Fed Funds Rate

Source: Bloomberg. As of 6/30/2022.

9  Source: The Federal Reserve (https://www.federalreserve.gov/newsevents/pressreleases/monetary20220504b.htm). Beginning on June 1, 2022, Treasury, agency debt and agency mortgage-backed securities maturing each month will not be reinvested subject to a monthly cap. Any amounts in excess of the monthly cap will be reinvested. For Treasury securities, the cap will initially be set at $30 billion per month, increasing to $60 billion per month after three months. For agency debt and agency mortgage-backed securities, the cap will initially be set at $17.5 billion per month, increasing to $35 billion per month after three months.

10  Source: https://www.federalreserve.gov/newsevents/pressreleases/monetary20220727a.htm).


6


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

With tighter monetary policy (including forward guidance), Treasury yields have surged in 2022 and that increase continued in the second quarter, as shown in the yield curves below:

Treasury Yield Curve

Source: Bloomberg. Chart data as of the dates shown.


7


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

To put these yield changes into context, the chart below shows historical rolling 12-month changes in Treasury yields:

Year-over-year Change in Yield

Source: Bloomberg. Data from 1/5/1962-6/30/2022.

In the last 12 months, 3- to 5-year maturity Treasury yields have increased by approximately 280-330 basis points, the largest increase over a 12-month period since 1995. However, this recent increase occurred against the backdrop of Treasury yields of approximately 0.25-0.89% versus Treasury yields of 4-5% in the mid-1990s. The following chart shows this Treasury yield history and also shows that yields in 2020 and 2021 were historically low (i.e., Treasuries were historically expensive).


8


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Treasury Yield

Source: Bloomberg. Data from 1/5/1962-6/30/2022.

It is this combination of an extraordinarily large increase in yield and low starting yields that has pummeled bond prices this year. In short, the bond market has been a victim of historically expensive valuations. The duration math says that, when applied to historically low yields, the yield increase of the magnitude we have seen this year will lead to historically negative returns. The immutable laws of mathematics prevail once again.


9


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

The silver lining of the turmoil in the bond market is that bonds are now meaningfully more attractive, creating what we believe is an opportunity to enhance the Fund's long-term return profile. Driven by the increase in Treasury yields described earlier and an increase in spreads, high-quality bonds now offer meaningfully more yield than they did 3 to 6 months ago, as shown in the following charts:

Bloomberg U.S. Aggregate Bond Index

Source: Bloomberg. As of 6/30/2022. YTW is Yield-to-Worst. Spread reflects the quoted spread of a bond that is relative to the security off which it is priced, typically an on the-run treasury. Past performance is no guarantee, nor is it indicative, of future results.


10


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Bloomberg 1-3 yr Aggregate Bond Index

Source: Bloomberg. As of 6/30/2022. YTW is Yield-to-Worst. Spread reflects the quoted spread of a bond that is relative to the security off which it is priced, typically an on the-run treasury. Past performance is no guarantee, nor is it indicative, of future results.

Meanwhile, credit (investments rated BBB or lower) has become cheaper, but we would not call it cheap nor would we say that it is generally attractive. The following chart shows the history of the BB component of the high-yield index excluding energy. We often look at this measure of the market for a more consistent view of history because it is less burdened by changes in the index composition over time.


11


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Bloomberg U.S. High Yield BB excl. Energy

Source: Bloomberg. As of 6/30/2022. YTW is Yield-to-Worst. Spread reflects the quoted spread of a bond that is relative to the security off which it is priced, typically an on the-run treasury. Past performance is no guarantee, nor is it indicative, of future results.

It is tempting to look at charts like these, marvel at how much yields and spreads have increased recently and proclaim "the market is cheap!" Yes, the market is cheaper compared to a 2.7% yield, which is where the above index traded in September 2021. But is the market cheap or attractively priced on an absolute basis? We do not think so, and the reason is that not all markets are created equal. In our opinion, the high-yield bond universe that exists today is the rotten fruit of seeds planted in the past couple of years, when easy monetary policy created an environment where investors clamored for return. As a consequence of those times, today's high-yield bond universe is marked by higher leverage, thinner tranches and weaker protections for investors. To take an example for illustrative purposes, the yield on the index above is comparable to 2011 but the universe of bonds that existed in 2011, created after the Great Financial Crisis, had lower leverage and better protections for investors. All things being equal, the risk versus reward in 2011 was much better than it is today, despite similar yields. Nevertheless, we never stop looking because we sometimes find select opportunities that are attractive.

Going forward, our investment approach has not changed from what we described last quarter. Specifically, we are leaning into higher yields by trying to extend the portfolio's duration — subject to the confines of the


12


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

previously described 100 bps duration test — with the goal of improving the Fund's long-term risk-versus-reward profile. As mentioned earlier, this past quarter we bought high-quality fixed rate bonds excluding Treasuries with a weighted average duration and yield-to-worst of 2.7 years and 4.65%, respectively, an increase from a year ago, when our high-quality fixed rate bond investments excluding Treasuries had a duration and yield-to-worst of 1.7 years and 0.83%, respectively. Buying longer duration bonds that pass our duration stress test should allow us to maintain or improve a breakeven return over twelve months if yields increase by 100 bps, all things being equal, while improving the potential total return if yields decline at some point in the future. The longer the bonds, the greater the potential benefits from lower yields in the future.

In last quarter's commentary, we noted some reasons why yields may decline, providing a total return benefit to a longer duration portfolio.11 One of these reasons is the possibility of a recession — a scenario that has come to the fore in the past few months. The following chart shows the difference in yield between 10-year and 2-year Treasury bonds. An inverted yield curve where 10-year Treasury yields are less than 2-year Treasury yields has historically presaged a recession.12 After inverting in the first quarter of this year, the yield curve inverted again in the second quarter, as shown below:

10-yr Treasury Yield less 2-yr Treasury Yield

As of 6/30/2022. Source Bloomberg. Shaded areas reflect recessions.

11  Historical Fund commentaries can be found at: https://fpa.com/funds/fpa-flexible-fixed-income-fund-quarterly-commentary-archive

12  Past performance is no guarantee, nor is it indicative, of future results.


13


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Given the Federal Reserve's attempts to dampen aggregate demand in its battle against inflation, it's not surprising that the bond market has recession concerns. In addition, inflation is taking a toll on demand, eroding real incomes and real spending. One anecdote to help understand this phenomenon is that the federal government's infrastructure budget will not result in as much infrastructure getting built as originally planned. The government allotted a fixed number of nominal dollars to infrastructure spending. Inflation has reduced the real spending power of those nominal dollars, affording fewer labor hours, less concrete, etc. A similar phenomenon is occurring across the economy, impacting consumers and resulting in lost real spending and output. Recent headlines already show announcements of companies announcing layoffs and curtailing hiring and spending. If a recession does arrive, future Federal Reserve efforts to mitigate the recession or stimulate the economy could lead to lower yields.

Amidst the turmoil in the bond market, we are pleased with the Fund's performance thus far though we hesitate to say that we are pleased because we do not like to lose money, even over short periods of time. However, we must acknowledge that the Fund's return, though negative in recent periods, has avoided a lot of the losses of the broader bond market. We have achieved these results by consistently executing on our absolute value investment philosophy. While other fixed income investors make speculative bets on the direction of the market, we have always preferred to let absolute value be our guide. When we are not paid on an absolute return basis to take risk, we try not to take on too much risk, whether it's duration risk (i.e., the risk of changes in interest rates or spreads creating short-term mark-to-market losses) or credit risk (i.e., the risk of permanent impairment of capital). When yields were historically low in 2020 and 2021, our absolute value philosophy led us to own shorter duration bonds because we believed the yields that were available at that time were not sufficient to compensate for short-term interest rate related mark-to-market risk. Furthermore, when high-yield rated debt was trading at historically low yields in 2021, we did not see many opportunities to own such debt at yields that compensated for the risk of permanent impairment of capital, let alone short-term interest rate or spread-related mark-to-market risk. As such, coming into 2022, we tried to own credit investments that we believe offered some combination of a conservative loan-to-value ratio, adequate absolute yield and/or short duration with the result that less than a quarter of the portfolio and less than a third of our credit capacity was invested in credit at the beginning of this year. Taken together, the portfolio has not been as negatively impacted by the market-wide increase in risk-free rates and spreads, and that has led us to perform better than relevant indices year-to-date. The Fund also ranks in the top 12% and 25% of the Morningstar Nontraditional Bond Category over the last one and three years, respectively:

As of Date: 6/30/22

 

QTD

 

YTD

 

1 Year

 

3 Years

 

FPA Flexible Fixed Income Fund

   

-1.41

%

   

-2.85

%

  -2.38%   1.54%  

Bloomberg U.S. Agg 1-3 Year Bond Index

   

-0.64

%

   

-3.13

%

  -3.58%   0.21%  

Bloomberg U.S. Agg Bond Index

   

-4.69

%

   

-10.35

%

  -10.29%   -0.93%  

Bloomberg U.S. Corporate High Yield Index

   

-9.83

%

   

-14.19

%

  -12.81%   0.62%  

Bloomberg U.S. Universal Index

   

-5.13

%

   

-10.93

%

  -10.89%   -0.94%  
CPI+200    

3.16

%

   

6.48

%

  11.18%   7.08%  
Morningstar Nontraditional Bond Category Percentile
Rank — FPA Flexible Income Fund
         

Top 12%

 

Top 25%

 

Source: Morningstar Direct. As of 6/30/2022.

Morningstar Nontraditional Bond Category Rankings are as of June 30, 2022 and are based on total returns. The Category returns for the periods noted through June 30, 2022 were: 1-year: -7.01%; 3-year: 0.16%. Time


14


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

periods greater than one-year are annualized. As of June 30, 2022, there were the following number of funds in the Category: 1 year: 332; 3 year: 302. Source: Morningstar. Past performance is no guarantee, nor is it indicative, of future results.

The Fund's attractive short and long-term performance has required discipline and flexibility. Discipline is paramount because one never knows when the market will turn. As such, it is critically important to consistently execute on our absolute value approach, regardless of what the market and others are doing. While the data in the table above show that we have performed better than the relevant indices over longer periods of time, what is not visible is that there were periods within those longer timeframes where our performance lagged. Like any value investor, we have to be disciplined and stick with our convictions. That means there will be periods of time — sometimes long periods of time — where the markets carry others away to better returns. We have to be comfortable being "wrong" until we are "right," however long that may take.

Flexibility is also important because disciplined investing doesn't matter if one doesn't have the capability to execute on it. We like to say that we only have to own some of the bonds in the market some of the time, whereas other fixed income investors feel the need (or are required) to own all of the bonds all of the time. Since the Fund does not track an index, we are free to focus on buying only the bonds that make sense to us. Prior to this year, we used that flexibility to own shorter duration bonds to avoid uncompensated duration risk. The Fund also has the flexibility to own more high-quality investments when credit is expensive and has the capacity, but not the requirement to own more credit when we believe credit adequately compensates for credit-related risks. Prior to this year, we used that flexibility to build a higher-quality portfolio, holding back on utilizing all of our credit capacity. Finally, we have flexibility in the types of bonds that we own. We used this flexibility to invest 29% of the portfolio in floating rate bonds whereas the relevant indices do not own floating rate bonds. Those floating rate bonds have shortened the Fund's duration and mitigated the Fund's exposure to lower bond prices caused by higher risk-free rates this year. Further, these floating rate investments have provided a source of additional income as the Federal Reserve has raised the Fed Funds rate, adding to the Fund's return.

The benefits of discipline and flexibility are evident not only in the short- and long-term returns but also in the long-term risk-adjusted returns as the short-term benefits compound over the years. Below is the value of $10,000 invested in the Fund since inception. During this time period, the Fund has made more money for its investors than the majority of its Morningstar peers, as shown in this chart, full stop. The generally smoother path of the Fund's returns over time passes the eye test of less volatile, more consistent returns. The eye test is validated by the Fund's superior sharpe and sortino ratios and lower drawdown over this time period.


15


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Growth of $10,000 since inception of FPFIX (12/31/2018)

Source: Morningstar Direct. As of 6/30/2022.

With that said, though we are proud of what we have accomplished thus far, we are much more excited about the opportunity ahead. We do not know what the future holds but we do know that we will approach it with the same discipline that has guided us in the past.

Thank you for your confidence,

 

Abhijeet Patwardhan
Portfolio Manager

August 2022

Important Disclosures

This Commentary is for informational and discussion purposes only and does not constitute, and should not be construed as, an offer or solicitation for the purchase or sale of any securities, products or services discussed, and neither does it provide investment advice. Any such offer or solicitation shall only be made pursuant to the Fund's Prospectus, which supersedes the information contained herein in its entirety.

The views expressed herein and any forward-looking statements are as of the date of the publication and are those of the portfolio management team. Future events or results may vary significantly from those expressed


16


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

and are subject to change at any time in response to changing circumstances and industry developments. This information and data have been prepared from sources believed reliable, but the accuracy and completeness of the information cannot be guaranteed and is not a complete summary or statement of all available data. You should not construe the contents of this document as legal, tax, accounting, investment or other advice or recommendations.

Portfolio composition will change due to ongoing management of the Fund. References to individual securities or sectors are for informational purposes only and should not be construed as recommendations by the Fund, the portfolio manager, the Adviser, or the distributor. It should not be assumed that future investments will be profitable or will equal the performance of the security or sector examples discussed. The portfolio holdings as of the most recent quarter-end may be obtained at www.fpa.com.

The statements made herein may be forward-looking and/or based on current expectations, projections, and/or information currently available. Actual results may differ from those anticipated. The portfolio manager and/or FPA cannot assure future results and disclaims any obligation to update or alter any statistical data and/or references thereto, as well as any forward-looking statements, whether as a result of new information, future events, or otherwise. Such statements may or may not be accurate over the long-term.

Investments, including investments in mutual funds, carry risks and investors may lose principal value. Capital markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. The Fund 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. Foreign investments, especially those of companies in emerging markets, can be riskier, less liquid, harder to value, and more volatile than investments in the United States. The securities of smaller, less well-known companies can be more volatile than those of larger companies.

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 than higher rated bonds.

Interest rate risk is the risk that when interest rates go up, the value of fixed income instruments, such as bonds, typically go down and investors may lose principal value. Credit risk is the risk of loss of principal due to the issuer's failure to repay a loan. Generally, the lower the quality rating of a fixed income instrument, the greater the risk that the issuer will fail to pay interest fully and return principal in a timely manner. If an issuer defaults the fixed income instrument may lose some or all of its value.

Mortgage securities and collateralized mortgage obligations (CMOs) are subject to prepayment risk and the risk of default on the underlying mortgages or other assets; such derivatives may increase volatility. Convertible securities are generally not investment grade and are subject to greater credit risk than higher-rated investments. High yield securities can be volatile and subject to much higher instances of default.

Collateralized debt obligations ("CDOs"), which include collateralized loan obligations ("CLOs"), collateralized bond obligations ("CBOs"), and other similarly structured securities, carry additional risks in addition to interest rate risk and default risk. This includes, but is not limited to: (i) distributions from the underlying collateral may not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; and (iii) the complex structure of the security may not be fully understood at the


17


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

time of investment and may produce disputes with the issuer or unexpected investment results. Investments in CDOs are also more difficult to value than other investments.

Value style investing presents the risk that the holdings of securities may never reach their full market value because the market fails to recognize what the portfolio management team considers the true business value or because the portfolio management team has misjudged those values. In addition, value style investing may fall out of favor and underperform growth or other styles of investing during given periods.

The ratings agencies that provide ratings are Standard and Poor's, Moody's, and Fitch. Credit ratings range from AAA (highest) to D (lowest). Bonds rated BBB or above are considered investment grade. Credit ratings of BB and below are lower-rated securities (junk bonds). High-yielding, non-investment grade bonds (junk bonds) involve higher risks than investment grade bonds. Bonds with credit ratings of CCC or below have high default risk.

Please refer to the Fund's Prospectus for a complete overview of the primary risks associated with the Fund.

The Fund is not authorized for distribution unless preceded or accompanied by a current prospectus. The prospectus can be accessed at: https://fpa.com/docs/default-source/funds/fpa-flexible-fixed-income-fund/literature/fpa-flexible-fixed-income-prospectus_04-29-22_web-ready.pdf?sfvrsn=8146909d_4

Index / Category Definitions

Comparison to any index is for illustrative purposes only and should not be relied upon as a fully accurate measure of comparison. The Fund will be less diversified than the indices noted herein, and may hold non-index securities or securities that are not comparable to those contained in an index. Indices will hold positions that are not within the Fund's investment strategy. Indices are unmanaged, do not reflect any commissions, fees or expenses which would be incurred by an investor purchasing the underlying securities. The Fund does not include outperformance of any index or benchmark in its investment objectives. Investors cannot invest directly in an index.

Bloomberg US Aggregate Bond Index provides a measure of the performance of the U.S. investment grade bonds market, which includes investment grade U.S. Government bonds, investment grade corporate bonds, mortgage pass-through securities and asset-backed securities that are publicly offered for sale in the United States. The securities in the Index must have at least 1 year remaining in maturity. In addition, the securities must be denominated in U.S. dollars and must be fixed rate, nonconvertible, and taxable.

Bloomberg US Aggregate 1-3 Year Bond Index provides a measure of the performance of the U.S. investment grade bonds market, which includes investment grade U.S. Government bonds, investment grade corporate bonds, mortgage pass-through securities and asset-backed securities that are publicly offered for sale in the United States. The securities in the Index must have a remaining maturity of 1 to 3 years. In addition, the securities must be denominated in U.S. dollars and must be fixed rate, nonconvertible, and taxable.

Bloomberg U.S. High Yield Index measures the market of USD-denominated, non-investment grade, fixed-rate, taxable corporate bonds.

Bloomberg U.S. High Yield Index ex. Energy measures the market of USD-denominated, non-investment grade, fixed-rate, taxable corporate bonds excluding Energy sector.

Bloomberg U.S. Universal Bond Index represents the union of the following Bloomberg Barclay's indices: U.S. Aggregate Index, the U.S. Corporate High-Yield Index, the 144A Index, the Eurodollar Index, the


18


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Emerging Markets Index, and the non-ERISA portion of the CMBS Index. Municipal debt, private placements, and non-dollar-denominated issues are excluded from the Universal Index. The only constituent of the index that includes floating-rate debt is the Emerging Markets Index.

The Consumer Price Index (CPI) is an unmanaged index representing the rate of the inflation of U.S. consumer prices as determined by the U.S. Department of Labor Statistics. There can be no guarantee that the CPI will reflect the exact level of inflation at any given time. This index reflects non-seasonally adjusted returns.

The CPI + 200 bps is created by adding 2% to the annual percentage change in the CPI. This index reflects non-seasonally adjusted returns.

Morningstar Nontraditional Bond Category contains funds that pursue strategies divergent in one or more ways from conventional practice in the broader bond fund universe. Many funds in this group describe themselves as "absolute return" portfolios, which seek to avoid losses and produce returns uncorrelated with the overall bond market; they employ a variety of methods to achieve those aims. Another large subset are self described "unconstrained" portfolios that have more flexibility to invest tactically across a wide swath of individual sectors, including high yield and foreign debt, and typically with very large allocations. Funds in the latter group typically have broad freedom to manage interest rate sensitivity, but attempt to tactically manage those exposures in order to minimize volatility. The category is also home to a subset of portfolios that attempt to minimize volatility by maintaining short or ultra short duration portfolios, but explicitly court significant credit and foreign bond market risk in order to generate high returns. Funds within this category often will use credit default swaps and other fixed income derivatives to a significant level within their portfolios. There were 342 funds in the category at 6/30/2022.

Other Definitions

Basis Point (bps) is equal to one hundredth of one percent, or 0.01%. 100 basis points = 1%.

Corporate holdings include bank debt, corporate bonds and common stock.

Coupon or coupon payment is the annual interest rate paid on a bond, expressed as a percentage of the face value and paid from issue date until maturity.

Credit Spread is the difference in yield between a U.S. Treasury bond and another debt security of the same maturity but different credit quality.

GDP is Gross Domestic Product and it measures the monetary value of all finished goods and services (i.e., bought by the final user) made within a country during a specific period.

Effective Duration (years) is the duration calculation for bonds with embedded options. Effective duration takes into account that expected cash flows will fluctuate as interest rates change.

Nominal yield is the coupon rate on a bond.

A bond premium occurs when the price of the bond has increased in the secondary market. A bond might trade at a premium because its interest rate is higher than current rates in the market.

Real yield is the nominal yield of a bond minus the rate of inflation

Repo (Repurchase Agreement) is a form of short-term borrowing for dealers in government securities.

The risk-free rate reflects the yield of the Treasury bond matching the investment's duration.


19


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

Sharpe Ratio measures risk-adjusted performance. The Sharpe ratio is calculated by subtracting the risk-free rate — such as that of the 10-year U.S. Treasury bond — from the rate of return for a portfolio and dividing the result by the standard deviation of the portfolio returns.

Sortino Ratio differentiates between good and bad volatility in the Sharpe ratio. This differentiation of upwards and downwards volatility allows the calculation to provide a risk-adjusted measure of a security or fund's performance without penalizing it for upward price changes.

Weighted Average Life (years) is the average length of time that each dollar of unpaid principal on a loan, a mortgage or an amortizing bond remains outstanding.

Yield to Maturity is the rate of return anticipated on a bond if held until the end of its lifetime. YTM is considered a long-term bond yield expressed as an annual rate. The YTM calculation takes into account the bond's current market price, par value, coupon interest rate and time to maturity. It is also assumed that all coupon payments are reinvested at the same rate as the bond's current yield.

©2022 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted by Morningstar to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

The FPA Funds are distributed by UMB Distribution Services, LLC, ("UMBDS"), 235 W. Galena Street, Milwaukee, WI, 53212. UMBDS is not affiliated with FPA.


20


FPA FLEXIBLE FIXED INCOME FUND
LETTER TO SHAREHOLDERS

(Continued)

The discussions of Fund investments represent the views of the Fund's managers at the time of this report and are subject to change without notice. References to individual securities are for informational purposes only and should not be construed as recommendations to purchase or sell individual securities.

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. The funds may purchase foreign securities which are subject to interest rate, currency exchange rate, economic and political risks: this may be enhanced when investing in emerging markets. The securities of smaller, less well-known companies can be more volatile than those of larger companies. 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 than higher rated bonds. Mortgage securities and collateralized mortgage obligations (CMOs) are subject to prepayment risk and the risk of default on the underlying mortgages or other assets; derivatives may increase volatility. High yield securities can be volatile and subject to much higher instances of default.

FORWARD LOOKING STATEMENT DISCLOSURE

As mutual fund managers, one of our responsibilities is to communicate with shareholders in an open and direct manner. Insofar as some of our opinions and comments in our letters to shareholders are based on our current expectations, they are considered "forward-looking statements" which may or may not prove to be accurate over the long term. While we believe we have a reasonable basis for our comments and we have confidence in our opinions, actual results may differ materially from those we anticipate. You can identify forward-looking statements by words such as "believe," "expect," "may," "anticipate," and other similar expressions when discussing prospects for particular portfolio holdings and/or the markets, generally. We cannot, however, assure future results and disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise. Further, information provided in this report should not be construed as a recommendation to purchase or sell any particular security.


21


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO SUMMARY

June 30, 2022 (Unaudited)

Common Stocks

       

0.2

%

 

Retailing

   

0.1

%

     

Energy

   

0.1

%

     

Warrants

       

0.0

%

 

Bonds & Debentures

       

96.6

%

 

Asset-Backed Securities

   

65.8

%

     

Residential Mortgage-Backed Securities

   

7.8

%

     

Commercial Mortgage-Backed Securities

   

6.9

%

     

Corporate Bonds & Notes

   

6.3

%

     

Corporate Bank Debt

   

5.6

%

     

U.S. Treasuries

   

4.0

%

     

Convertible Bond

   

0.2

%

     

Short-term Investments

       

3.3

%

 

Other Assets And Liabilities, Net

       

(0.1

)%

 

Net Assets

       

100.0

%

 


22


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS

June 30, 2022
(Unaudited)

COMMON STOCKS

  Shares or
Principal
Amount
 

Fair Value

 

ENERGY — 0.1%

 

PHI Group, Inc., Restricted(a)(b)(c)

   

75,292

   

$

1,151,968

   
   

$

1,151,968

   

RETAILING — 0.1%

 

Copper Earn Out Trust(a)(b)(c)

   

7,803

   

$

42,916

   

Copper Property CTL Pass-Through Trust(a)(b)(c)

   

58,520

     

746,130

   
   

$

789,046

   
TOTAL COMMON STOCKS — 0.2% (Cost $1,555,635)  

$

1,941,014

   

WARRANTS — 0.0%

 

MIDSTREAM — OIL & GAS — 0.0%

 
Windstream Holdings II, LLC Warrants 09/21/2055(a)(b)(c)(d)
(Cost $372,781)
   

11,258

   

$

168,870

   
   

$

168,870

   

BONDS & DEBENTURES

 

COMMERCIAL MORTGAGE-BACKED SECURITIES — 6.9%

 

AGENCY STRIPPED — 0.1%

 
Government National Mortgage Association 2015-19 IO —
0.292% 1/16/2057(e)
 

$

1,401,138

   

$

24,986

   
Government National Mortgage Association 2015-7 IO —
0.525% 1/16/2057(e)
   

1,587,303

     

37,698

   
Government National Mortgage Association 2020-75 IO —
0.887% 2/16/2062(e)
   

5,349,606

     

371,121

   
Government National Mortgage Association 2020-42 IO —
0.936% 3/16/2062(e)
   

3,576,422

     

257,820

   
Government National Mortgage Association 2020-71 IO —
1.089% 1/16/2062(e)
   

2,910,271

     

226,313

   
Government National Mortgage Association 2020-43 IO —
1.260% 11/16/2061(e)
   

2,202,663

     

182,626

   
   

$

1,100,564

   

NON-AGENCY — 6.8%

 

A10 Bridge Asset Financing 2021-D A1FX — 2.589% 10/1/2038(f)

 

$

2,279,690

   

$

2,229,428

   

A10 Bridge Asset Financing LLC 2020-C A — 2.021% 8/15/2040(f)

   

117,341

     

115,671

   
ACRE Commercial Mortgage Ltd. 2021-FL4 A,
1M USD LIBOR + 0.830% — 2.442% 12/18/2037(e)(f)
   

461,272

     

452,004

   
ACRES Commercial Realty Ltd. 2021-FL1 A,
1M USD LIBOR + 1.200% — 2.723% 6/15/2036(e)(f)
   

2,604,000

     

2,520,198

   


23


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
ACRES Commercial Realty Ltd. 2021-FL2 A,
1M USD LIBOR + 1.400%, FRN — 2.923% 1/15/2037(e)(f)
 

$

809,000

   

$

774,438

   
Arbor Realty Commercial Real Estate Notes Ltd. 2022-FL1 A,
1M USD LIBOR + 1.450% — 2.229% 1/15/2037(e)(f)
   

3,442,000

     

3,355,818

   
Arbor Realty Commercial Real Estate Notes Ltd. 2021-FL1 A,
1M USD LIBOR + 0.970% — 2.294% 12/15/2035(e)(f)
   

2,210,000

     

2,137,203

   
Arbor Realty Commercial Real Estate Notes Ltd. 2021-FL2 A,
1M USD LIBOR + 1.100% — 2.424% 5/15/2036(e)(f)
   

2,370,000

     

2,304,130

   
Arbor Realty Commercial Real Estate Notes Ltd. 2021-FL4 A,
1M USD LIBOR + 1.350% — 2.674% 11/15/2036(e)(f)
   

3,148,000

     

3,043,848

   
Arbor Realty Commercial Real Estate Notes Ltd. 2022-FL2 A,
1M USD LIBOR + 1.850% — 3.129% 5/15/2037(e)(f)
   

2,524,000

     

2,470,154

   
AREIT Trust 2019-CRE3 A, 1M USD LIBOR + 1.1340% —
2.718% 9/14/2036(e)(f)
   

70,765

     

69,168

   

BBCMS Trust 2015-SRCH A1 — 3.312% 8/10/2035(f)

   

984,500

     

943,224

   
BDS Ltd. 2021-FL8 A, 1M USD LIBOR + 0.920% —
2.532% 1/18/2036(e)(f)
   

846,031

     

819,162

   
BDS Ltd. 2019-FL4 AS, 1M USD LIBOR + 1.400% —
2.923% 8/15/2036(e)(f)
   

268,000

     

261,023

   
BX Commercial Mortgage Trust 2021-VOLT E,
1M USD LIBOR + 2.000% — 3.324% 9/15/2036(e)(f)
   

1,410,000

     

1,317,207

   
BX Commercial Mortgage Trust 2021-VOLT F,
1M USD LIBOR + 2.400% — 3.724% 9/15/2036(e)(f)
   

2,319,000

     

2,163,484

   
BXMT Ltd. 2021-FL4 A, 1M USD LIBOR + 1.050% —
2.374% 5/15/2038(e)(f)
   

2,899,000

     

2,850,553

   
Citigroup Commercial Mortgage Trust 2013-GC11 AAB —
2.690% 4/10/2046
   

12,372

     

12,333

   
Citigroup Commercial Mortgage Trust 2013-GC11 A4 —
3.093% 4/10/2046
   

90,000

     

89,146

   
Citigroup Commercial Mortgage Trust 2013-GC11 AS —
3.422% 4/10/2046
   

800,000

     

793,574

   

COMM Mortgage Trust 2014-CR20 A3 — 3.326% 11/10/2047

   

778,357

     

761,100

   

CoreVest American Finance Trust 2018-1 A — 3.804% 6/15/2051(f)

   

241,268

     

240,302

   
Greystone CRE Notes Ltd. 2021-FL3 A, 1M USD LIBOR + 1.020% —
2.344% 7/15/2039(e)(f)
   

3,000,000

     

2,862,285

   

GS Mortgage Securities Corp. II 2015-GC30 AAB — 3.120% 5/10/2050

   

271,277

     

267,742

   
Hawaii Hotel Trust 2019-MAUI C, 1M USD LIBOR + 1.650% —
2.974% 5/15/2038(e)(f)
   

1,384,000

     

1,325,221

   
HERA Commercial Mortgage Ltd. 2021-FL1 A,
1M USD LIBOR + 1.050% — 2.662% 2/18/2038(e)(f)
   

2,823,000

     

2,718,691

   


24


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 

Independence Plaza Trust 2018-INDP A — 3.763% 7/10/2035(f)

 

$

819,000

   

$

795,505

   
JPMBB Commercial Mortgage Securities Trust 2015-C30 ASB —
3.559% 7/15/2048
   

548,572

     

543,817

   
JPMBB Commercial Mortgage Securities Trust 2015-C31 A3 —
3.801% 8/15/2048
   

573,390

     

560,652

   
KREF Ltd. 2021-FL2 A, 1M USD LIBOR + 1.070% —
2.593% 2/15/2039(e)(f)
   

834,000

     

803,713

   
LCCM Trust 2021-FL2 A, 1M USD LIBOR + 1.200% —
2.524% 12/13/2038(e)(f)
   

390,000

     

377,421

   
LoanCore Issuer Ltd. 2021-CRE4 A, 1M USD LIBOR + 0.914% —
1.694% 7/15/2035(e)(f)
   

663,289

     

647,887

   
LoanCore Issuer Ltd. 2021-CRE5 A, 1M USD LIBOR + 1.300% —
2.624% 7/15/2036(e)(f)
   

363,000

     

351,795

   
MF1 Ltd. 2021-FL7 A, 1M USD LIBOR + 1.080% —
2.692% 10/16/2036(e)(f)
   

2,750,000

     

2,643,776

   
MF1 Ltd. 2020-FL4 A, 1M USD LIBOR + 1.814% —
3.148% 11/15/2035(e)(f)
   

585,000

     

580,534

   
PFP Ltd. 2021-7 A, 1M USD LIBOR + 0.850% —
2.174% 4/14/2038(e)(f)
   

1,165,556

     

1,122,729

   
Ready Capital Mortgage Financing LLC 2021-FL5 A,
1M USD LIBOR + 1.000% — 2.624% 4/25/2038(e)(f)
   

890,900

     

858,418

   
Shelter Growth CRE Issuer Ltd. 2021-FL3 A,
1M USD LIBOR + 1.080% — 2.404% 9/15/2036(e)(f)
   

605,647

     

584,708

   
STWD Ltd. 2021-FL2, 1M USD LIBOR + 1.200% —
2.723% 4/18/2038(e)(f)
   

1,468,000

     

1,434,210

   
TRTX Issuer Ltd. 2022-FL5 A, 1M USD LIBOR + 1.650% —
2.424% 2/15/2039(e)(f)
   

2,356,000

     

2,291,161

   
VMC Finance LLC 2021-HT1 A, 1M USD LIBOR + 1.650% —
3.262% 1/18/2037(e)(f)
   

1,436,528

     

1,374,946

   
Wells Fargo Commercial Mortgage Trust 2014-LC18 ASB —
3.244% 12/15/2047
   

489,393

     

484,128

   
   

$

52,352,507

   
TOTAL COMMERICAL MORTGAGE-BACKED SECURITIES
(Cost $55,181,679)
 

$

53,453,071

   


25


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 

RESIDENTIAL MORTGAGE-BACKED SECURITIES — 7.8%

 

AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 0.2%

 

Fannie Mae REMICS 2012-47 HA — 1.500% 5/25/2027(e)

 

$

109,028

   

$

106,719

   

Fannie Mae REMICS 2013-35 QB — 1.750% 2/25/2043(e)

   

421,592

     

416,958

   

Fannie Mae REMICS 144 PD — 3.500% 4/25/2042(e)

   

92,170

     

91,472

   

Freddie Mac REMICS 4220 EH — 2.500% 6/15/2028(e)

   

82,208

     

81,695

   

Freddie Mac REMICS 4387 VA — 3.000% 2/15/2026(e)

   

217,509

     

217,500

   

Freddie Mac REMICS 4235 QE — 3.000% 8/15/2031(e)

   

63,523

     

63,521

   

Freddie Mac REMICS 4162 P — 3.000% 2/15/2033(e)

   

308,686

     

304,357

   
   

$

1,282,222

   

AGENCY POOL FIXED RATE — 0.0%

 

Fannie Mae Pool AL1576 — 4.000% 3/1/2027

 

$

106,379

   

$

107,419

   

Fannie Mae Pool FM1102 — 4.000% 3/1/2031

   

45,552

     

45,998

   
   

$

153,417

   

AGENCY STRIPPED — 0.0%

 

Fannie Mae Interest Strip 284 1 — 0.000% 7/25/2027(g)

 

$

133,538

   

$

121,692

   
   

$

121,692

   

NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 7.6%

 

Cascade Funding Mortgage Trust 2021-HB6 A — 0.898% 6/25/2036(e)(f)

 

$

712,248

   

$

696,873

   

CFMT LLC 2021-HB5 A — 0.801% 2/25/2031(e)(f)

   

1,156,859

     

1,135,445

   

CFMT LLC 2020-HB4 A — 0.946% 12/26/2030(e)(f)

   

314,134

     

310,019

   

CFMT LLC 2021-HB7 A — 1.151% 10/27/2031(e)(f)

   

996,846

     

975,373

   

CFMT LLC 2021-HB7 M1 — 2.125% 10/27/2031(e)(f)

   

1,183,000

     

1,121,541

   
Finance of America HECM Buyout 2020-HB2 A —
1.710% 7/25/2030(e)(f)
   

938,464

     

921,550

   

PRET LLC 2021-NPL5 A1 — 2.487% 10/25/2051(f)(h)

   

5,251,107

     

4,923,762

   
Pretium Mortgage Credit Partners I LLC 2021-NPL2 A1 —
1.992% 6/27/2060(f)(h)
   

1,976,094

     

1,869,996

   
Pretium Mortgage Credit Partners I LLC 2021-NPL4 A1 —
2.363% 10/27/2060(f)(h)
   

4,812,402

     

4,528,721

   
Pretium Mortgage Credit Partners I LLC 2021-NPL6 A1 —
2.487% 7/25/2051(f)(h)
   

1,750,877

     

1,646,397

   

PRPM LLC 2021-2 A1 — 2.115% 3/25/2026(e)(f)

   

6,751,702

     

6,384,570

   

PRPM LLC 2021-9 A1 — 2.363% 10/25/2026(f)(h)

   

2,782,312

     

2,657,270

   

PRPM LLC 2021-10 A1 — 2.487% 10/25/2026(f)(h)

   

3,466,923

     

3,278,508

   

PRPM LLC 2021-11 A1 — 2.487% 11/25/2026(f)(h)

   

2,962,616

     

2,776,197

   

RCO VII Mortgage LLC 2021-2 A1 — 2.116% 9/25/2026(f)(h)

   

1,709,001

     

1,633,493

   

Towd Point Mortgage Trust 2017-2 A1 — 2.750% 4/25/2057(e)(f)

   

292,103

     

290,018

   

Towd Point Mortgage Trust 2019-4 A1 — 2.900% 10/25/2059(e)(f)

   

6,285,217

     

6,104,727

   

Towd Point Mortgage Trust 2018-2 A1 — 3.250% 3/25/2058(e)(f)

   

543,857

     

532,600

   


26


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 

Towd Point Mortgage Trust 2018-5 A1A — 3.250% 7/25/2058(e)(f)

 

$

55,501

   

$

54,619

   

VCAT LLC 2021 NPL2 A1 — 2.115% 3/27/2051(f)(h)

   

2,266,627

     

2,154,522

   

VCAT LLC 2021-NPL1 A1 — 2.289% 12/26/2050(f)(h)

   

7,292,176

     

6,995,830

   

VOLT C LLC 2021-NPL9 — 1.992% 5/25/2051(f)(h)

   

1,120,458

     

1,064,766

   

VOLT XCIV LLC 2021-NPL3 A1 — 2.240% 2/27/2051(f)(h)

   

5,071,756

     

4,862,733

   

VOLT XCV LLC 2021-NPL4 — 2.240% 3/27/2051(f)(h)

   

1,306,823

     

1,256,252

   
   

$

58,175,782

   
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES
(Cost $62,050,420)
 

$

59,733,113

   

ASSET-BACKED SECURITIES — 65.8%

 

AUTO — 21.2%

 
American Credit Acceptance Receivables Trust 2021-3 B —
0.660% 2/13/2026(f)
 

$

806,000

   

$

792,715

   
American Credit Acceptance Receivables Trust 2021-2 B —
0.680% 5/13/2025(f)
   

400,000

     

397,256

   
American Credit Acceptance Receivables Trust 2021-1 C —
0.830% 3/15/2027(f)
   

4,750,000

     

4,658,349

   
American Credit Acceptance Receivables Trust 2021-4 B —
0.860% 2/13/2026(f)
   

502,000

     

485,611

   
American Credit Acceptance Receivables Trust 2021-2 C —
0.970% 7/13/2027(f)
   

2,670,000

     

2,594,413

   
American Credit Acceptance Receivables Trust 2021-3 C —
0.980% 11/15/2027(f)
   

1,731,000

     

1,660,155

   
American Credit Acceptance Receivables Trust 2020-4 C —
1.310% 12/14/2026(f)
   

3,501,000

     

3,442,160

   
American Credit Acceptance Receivables Trust 2021-4 C —
1.320% 2/14/2028(f)
   

1,827,000

     

1,744,846

   
American Credit Acceptance Receivables Trust 2022-1 B —
1.680% 9/14/2026(f)
   

1,350,000

     

1,307,592

   
American Credit Acceptance Receivables Trust 2020-3 C —
1.850% 6/15/2026(f)
   

947,490

     

940,234

   
American Credit Acceptance Receivables Trust 2022-1 C —
2.120% 3/13/2028(f)
   

2,838,000

     

2,668,792

   
AmeriCredit Automobile Receivables Trust 2021-3 A3 —
0.760% 8/18/2026
   

1,153,000

     

1,103,058

   
AmeriCredit Automobile Receivables Trust 2020-2 C —
1.480% 2/18/2026
   

342,000

     

332,136

   


27


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 

BMW Vehicle Lease Trust 2022-1 A4 — 1.230% 5/27/2025

 

$

1,810,000

   

$

1,733,197

   

CarMax Auto Owner Trust 2022-1 A3 — 1.470% 12/15/2026

   

3,713,000

     

3,555,944

   

CarMax Auto Owner Trust 2020-3 C — 1.690% 4/15/2026

   

61,000

     

58,685

   

CarMax Auto Owner Trust 2020-1 C — 2.340% 11/17/2025

   

1,940,000

     

1,895,511

   

CarMax Auto Owner Trust 2018-4 B — 3.670% 5/15/2024

   

95,000

     

95,261

   

Drive Auto Receivables Trust 2021-2 B — 0.580% 12/15/2025

   

3,025,000

     

2,974,274

   

Drive Auto Receivables Trust 2021-3 A3 — 0.790% 10/15/2025

   

1,907,000

     

1,867,820

   

Drive Auto Receivables Trust 2021-2 C — 0.870% 10/15/2027

   

2,324,000

     

2,211,109

   

Drive Auto Receivables Trust 2021-1 C — 1.020% 6/15/2027

   

2,000,000

     

1,941,607

   

Drive Auto Receivables Trust 2021-3 B — 1.110% 5/15/2026

   

3,814,000

     

3,637,652

   

Drive Auto Receivables Trust 2021-3 C — 1.470% 1/15/2027

   

3,814,000

     

3,616,746

   

DT Auto Owner Trust 2021-3A B — 0.580% 11/17/2025(f)

   

908,000

     

868,654

   

DT Auto Owner Trust 2021-1A B — 0.620% 9/15/2025(f)

   

190,000

     

186,310

   

DT Auto Owner Trust 2021-2A B — 0.810% 1/15/2027(f)

   

394,000

     

382,048

   

DT Auto Owner Trust 2021-1A C — 0.840% 10/15/2026(f)

   

168,000

     

160,901

   

DT Auto Owner Trust 2021-3A C — 0.870% 5/17/2027(f)

   

800,000

     

753,783

   

DT Auto Owner Trust 2021-4A B — 1.020% 5/15/2026(f)

   

704,000

     

675,123

   

DT Auto Owner Trust 2021-2A C — 1.100% 2/16/2027(f)

   

4,000,000

     

3,810,910

   

DT Auto Owner Trust 2020-3A C — 1.470% 6/15/2026(f)

   

2,884,000

     

2,800,857

   

DT Auto Owner Trust 2021-4A C — 1.500% 9/15/2027(f)

   

704,000

     

668,867

   

DT Auto Owner Trust 2022-1A C — 2.960% 11/15/2027(f)

   

1,212,000

     

1,177,544

   

Exeter Automobile Receivables Trust 2021-3A B — 0.690% 1/15/2026

   

4,737,000

     

4,654,538

   

Exeter Automobile Receivables Trust 2021-1A C — 0.740% 1/15/2026

   

500,000

     

486,480

   

Exeter Automobile Receivables Trust 2021-4A B — 1.050% 5/15/2026

   

2,241,000

     

2,167,727

   

Exeter Automobile Receivables Trust 2021-4A C — 1.460% 10/15/2027

   

2,169,000

     

2,067,375

   

Exeter Automobile Receivables Trust 2022-1A B — 2.180% 6/15/2026

   

6,048,000

     

5,873,385

   

Exeter Automobile Receivables Trust 2022-1A C — 2.560% 6/15/2028

   

3,168,000

     

3,026,810

   

First Investors Auto Owner Trust 2021-2A A — 0.480% 3/15/2027(f)

   

4,052,223

     

3,970,604

   

Flagship Credit Auto Trust 2021-2 C — 1.270% 6/15/2027(f)

   

1,004,000

     

940,162

   

Flagship Credit Auto Trust 2021-4 B — 1.490% 2/15/2027(f)

   

456,000

     

424,681

   

Ford Credit Auto Lease Trust 2021-B B — 0.660% 1/15/2025

   

1,055,000

     

1,002,671

   

Ford Credit Auto Lease Trust 2021-B C — 0.900% 5/15/2026

   

1,044,000

     

998,165

   

Ford Credit Auto Lease Trust 2020-B C — 1.700% 2/15/2025

   

348,000

     

344,532

   

Ford Credit Auto Owner Trust 2022-A A3 — 1.290% 6/15/2026

   

1,998,000

     

1,910,367

   

GM Financial Automobile Leasing Trust 2021-2 B — 0.690% 5/20/2025

   

284,000

     

271,890

   

GM Financial Automobile Leasing Trust 2020-3 C — 1.110% 10/21/2024

   

1,000,000

     

980,685

   

GM Financial Automobile Leasing Trust 2022-1 A4 — 1.960% 2/20/2026

   

2,794,000

     

2,718,651

   

GM Financial Automobile Leasing Trust 2022-1 B — 2.230% 2/20/2026

   

793,000

     

770,490

   

GM Financial Automobile Leasing Trust 2022-1 C — 2.640% 2/20/2026

   

2,044,000

     

1,986,487

   


28


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
GM Financial Consumer Automobile Receivables Trust 2022-1 A3 —
1.260% 11/16/2026
 

$

2,070,000

   

$

1,977,286

   
GM Financial Consumer Automobile Receivables Trust 2020-3 C —
1.370% 1/16/2026
   

142,000

     

134,474

   

Honda Auto Receivables Owner Trust 2021-4 A3 — 0.880% 1/21/2026

   

2,354,000

     

2,248,084

   
Hyundai Auto Lease Securitization Trust 2021-B A4 —
0.380% 8/15/2025(f)
   

124,000

     

118,978

   
Hyundai Auto Lease Securitization Trust 2022-A A4 —
1.320% 12/15/2025(f)
   

2,128,000

     

2,045,036

   

Hyundai Auto Receivables Trust 2021-C A3 — 0.740% 5/15/2026

   

1,523,000

     

1,454,535

   

Nissan Auto Receivables Owner Trust 2019-A A4 — 3.000% 9/15/2025

   

252,000

     

252,126

   

Prestige Auto Receivables Trust 2021-1A A3 — 0.830% 7/15/2025(f)

   

658,000

     

637,621

   

Prestige Auto Receivables Trust 2021-1A B — 1.190% 4/15/2026(f)

   

1,965,000

     

1,876,877

   

Prestige Auto Receivables Trust 2021-1A C — 1.530% 2/15/2028(f)

   

705,000

     

664,697

   

Santander Drive Auto Receivables Trust 2021-3 B — 0.600% 12/15/2025

   

5,042,000

     

4,940,354

   

Santander Drive Auto Receivables Trust 2021-4 B — 0.880% 6/15/2026

   

4,910,000

     

4,764,704

   

Santander Drive Auto Receivables Trust 2021-2 C — 0.900% 6/15/2026

   

740,000

     

716,041

   

Santander Drive Auto Receivables Trust 2021-4 C — 1.260% 2/16/2027

   

3,197,000

     

3,049,574

   

Santander Drive Auto Receivables Trust 2022-1 B — 2.360% 8/17/2026

   

6,336,000

     

6,152,625

   

Santander Drive Auto Receivables Trust 2022-1 C — 2.560% 4/17/2028

   

2,116,000

     

2,048,642

   

Santander Drive Auto Receivables Trust 2022-2 B — 3.440% 9/15/2027

   

3,700,000

     

3,618,467

   

Santander Retail Auto Lease Trust 2021-C A3 — 0.500% 3/20/2025(f)

   

2,420,000

     

2,338,562

   

Santander Retail Auto Lease Trust 2021-A C — 1.140% 3/20/2026(f)

   

114,000

     

108,466

   

Santander Retail Auto Lease Trust 2022-A A3 — 1.340% 7/21/2025(f)

   

2,084,000

     

1,985,383

   

Santander Retail Auto Lease Trust 2022-A A4 — 1.420% 1/20/2026(f)

   

1,118,000

     

1,072,296

   

Santander Retail Auto Lease Trust 2022-A B — 1.610% 1/20/2026(f)

   

612,000

     

584,832

   

Santander Retail Auto Lease Trust 2022-B B — 3.850% 3/22/2027(f)

   

1,680,000

     

1,656,204

   

Toyota Auto Receivables Owner Trust 2019-A A4 — 3.000% 5/15/2024

   

252,000

     

252,203

   

Volkswagen Auto Loan Enhanced Trust 2021-1 A3 — 1.020% 6/22/2026

   

2,858,000

     

2,740,319

   
Westlake Automobile Receivables Trust 2021-2A B —
0.620% 7/15/2026(f)
   

1,558,000

     

1,500,086

   
Westlake Automobile Receivables Trust 2021-1A B —
0.640% 3/16/2026(f)
   

1,809,000

     

1,766,773

   
Westlake Automobile Receivables Trust 2020-3A B —
0.780% 11/17/2025(f)
   

934,000

     

923,180

   
Westlake Automobile Receivables Trust 2021-2A C —
0.890% 7/15/2026(f)
   

2,450,000

     

2,330,457

   
Westlake Automobile Receivables Trust 2021-3A A3 —
0.950% 6/16/2025(f)
   

3,401,000

     

3,299,898

   


29


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
Westlake Automobile Receivables Trust 2021-1A C —
0.950% 3/16/2026(f)
 

$

1,738,000

   

$

1,672,455

   
Westlake Automobile Receivables Trust 2020-3A C —
1.240% 11/17/2025(f)
   

783,000

     

762,366

   
Westlake Automobile Receivables Trust 2021-3A B —
1.290% 1/15/2027(f)
   

3,653,000

     

3,511,076

   
Westlake Automobile Receivables Trust 2021-3A C —
1.580% 1/15/2027(f)
   

3,647,000

     

3,458,055

   
Westlake Automobile Receivables Trust 2020-2A C —
2.010% 7/15/2025(f)
   

530,000

     

523,875

   
Westlake Automobile Receivables Trust 2022-1A C —
3.110% 3/15/2027(f)
   

3,419,000

     

3,339,015

   
World Omni Auto Receivables Trust 2021-B B —
1.040% 6/15/2027
   

300,000

     

280,177

   

World Omni Auto Receivables Trust 2020-C C — 1.390% 5/17/2027

   

176,000

     

165,647

   
World Omni Auto Receivables Trust 2019-A B,
3M USD LIBOR + 1.480% — 3.340% 6/16/2025
   

252,000

     

252,112

   
   

$

163,019,378

   

COLLATERALIZED LOAN OBLIGATION — 16.9%

 
ABPCI Direct Lending Fund CLO I LLC 2016-1A E2,
3M USD LIBOR + 8.730% — 9.793% 7/20/2033(e)(f)
 

$

2,944,000

   

$

2,752,484

   
ABPCI Direct Lending Fund CLO II LLC 2017-1A ER,
3M USD LIBOR + 7.600% — 7.854% 4/20/2032(e)(f)
   

3,062,000

     

2,816,354

   
ABPCI Direct Lending Fund CLO X LP 2020-10A A1A,
3M USD LIBOR + 1.950% — 3.013% 1/20/2032(e)(f)
   

678,000

     

677,789

   
ABPCI Direct Lending Fund IX LLC 2020-9A A1R,
3M USD LIBOR + 1.400% — 2.625% 11/18/2031(e)(f)
   

2,378,000

     

2,310,581

   
Barings Middle Market CLO Ltd. 2021-IA D,
3M USD LIBOR + 8.650% — 9.713% 7/20/2033(e)(f)
   

1,460,000

     

1,375,892

   
Blackrock Mount Adams CLO IX LP 2021-9A A1,
3M USD LIBOR + 1.370% — 3.493% 9/22/2031(e)(f)
   

1,395,000

     

1,359,052

   
Brightwood Capital MM CLO Ltd. 2021-2A A,
3M USD LIBOR + 1.650% — 2.694% 11/15/2030(e)(f)
   

4,401,000

     

4,335,478

   
BTC Holdings Fund I LLC
3M USD LIBOR + 2.750% — 3.800% 1/28/2027(a)(c)
   

728,886

     

728,886

   
BTC Offshore Holdings Fund, 3M USD LIBOR + 2.650% —
3.700% 10/20/2029(a)(c)
   

2,000,000

     

2,000,000

   
Cerberus Loan Funding XXIX LP 2020-2A A,
3M USD LIBOR + 1.900% — 2.944% 10/15/2032(e)(f)
   

2,733,000

     

2,697,794

   


30


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
Cerberus Loan Funding XXV LP 2018-4RA A1TR,
3M USD LIBOR + 1.530% — 2.574% 10/15/2030(e)(f)
 

$

1,247,000

   

$

1,223,957

   
Cerberus Loan Funding XXVI LP 2019-1A AR,
3M USD LIBOR + 1.500% — 2.544% 4/15/2031(e)(f)
   

436,000

     

428,270

   
Cerberus Loan Funding XXVIII LP 2020-1A A,
3M USD LIBOR + 1.850% — 2.894% 10/15/2031(e)(f)
   

2,412,000

     

2,411,346

   
Cerberus Loan Funding XXVIII LP 2020-1A D,
3M USD LIBOR + 5.300% — 6.344% 10/15/2031(e)(f)
   

2,236,000

     

2,235,238

   
Cerberus Loan Funding XXXI LP 2021-1A A,
3M USD LIBOR + 1.500% — 2.544% 4/15/2032(e)(f)
   

1,598,000

     

1,571,187

   
Cerberus Loan Funding XXXVI LP 2021-6A A,
3M USD LIBOR + 1.400% — 2.444% 11/22/2033(e)(f)
   

3,497,837

     

3,474,580

   
Ellington CLO IV Ltd. 2019-4A AR, 3M USD LIBOR + 1.580% —
2.624% 4/15/2029(e)(f)
   

876,531

     

873,268

   
Fortress Credit Opportunities IX CLO Ltd. 2017-9A A1TR,
3M USD LIBOR + 1.550%, — 2.594% 10/15/2033(e)(f)
   

5,645,000

     

5,433,431

   
Fortress Credit Opportunities IX CLO Ltd. 2017-9A ER,
3M USD LIBOR + 8.060%, — 9.104% 10/15/2033(e)(f)
   

8,814,000

     

8,140,954

   
Fortress Credit Opportunities VI CLO Ltd. 2015-6A,
3M USD LIBOR + 1.600% — 2.589% 7/10/2030(e)(f)
   

4,000,000

     

3,882,192

   
Fortress Credit Opportunities XI CLO Ltd. 2018-11A A1T,
3M USD LIBOR + 1.300% — 2.344% 4/15/2031(e)(f)
   

2,624,000

     

2,571,937

   
Fortress Credit Opportunities XVII CLO Ltd. 2022-17A A,
3M USD LIBOR + 1.370% — 1.587% 1/15/2030(e)(f)
   

3,796,000

     

3,695,104

   
Golub Capital Partners CLO 36m Ltd. 2018-36A A,
3M USD LIBOR + 1.300% — 2.663% 2/5/2031(e)(f)
   

3,439,000

     

3,356,646

   
Golub Capital Partners CLO 38M Ltd. 2018-38A,
3M USD LIBOR + 2.800% — 3.863% 7/20/2030(e)(f)
   

1,993,000

     

1,866,365

   
Golub Capital Partners CLO 42M Ltd. 2019-42A A2,
3M USD LIBOR + 2.000% — 3.063% 4/20/2031(e)(f)
   

3,006,000

     

2,928,965

   
Ivy Hill Middle Market Credit Fund IX Ltd. 9A ERR,
3M USD LIBOR + 8.220% — 9.169% 4/23/2034(e)(f)
   

6,250,000

     

5,565,546

   
Ivy Hill Middle Market Credit Fund XII Ltd. 12A DR,
3M USD LIBOR + 8.170% — 9.233% 7/20/2033(e)(f)
   

1,086,000

     

1,011,786

   
Ivy Hill Middle Market Credit Fund XVIII Ltd. 18A E,
3M USD LIBOR + 7.750% — 8.886% 4/22/2033(e)(f)
   

3,766,000

     

3,502,640

   
Lake Shore MM CLO III LLC 2019-2A A1R,
3M USD LIBOR + 1.480% — 2.524% 10/17/2031(e)(f)
   

1,228,000

     

1,194,963

   

Lake Shore MM CLO III LLC 2019-2A A2R — 2.525% 10/17/2031(f)

   

575,000

     

520,417

   


31


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
Lake Shore MM CLO IV Ltd. 2021-1A X, 3M USD LIBOR + 1.180% —
1.312% 10/15/2033(e)(f)
 

$

822,267

   

$

815,857

   
Madison Park Funding XIII Ltd. 2014-13A AR2,
3M USD LIBOR + 0.950% — 1.994% 4/19/2030(e)(f)
   

536,498

     

529,229

   
Madison Park Funding XXIII Ltd. 2017-23A AR,
3M USD LIBOR + 0.970% — 2.195% 7/27/2031(e)(f)
   

3,380,000

     

3,329,979

   
Madison Park Funding XXV Ltd. 2017-25A,
3M USD LIBOR + 0.970% — 2.154% 4/25/2029(e)(f)
   

535,000

     

527,148

   
MCF CLO IX Ltd. 2019-1A A1R, 3M USD LIBOR + 1.500% —
2.351% 7/17/2031(e)(f)
   

7,029,000

     

6,758,036

   
Neuberger Berman CLO XV 2013-15A A1R2,
3M USD LIBOR + 0.920% — 1.964% 10/15/2029(e)(f)
   

3,102,000

     

3,049,890

   
OCP CLO Ltd. 2017-13A A1AR, 3M USD LIBOR + 0.960% —
2.004% 7/15/2030(e)(f)
   

3,328,000

     

3,265,101

   
Octagon Investment Partners XV Ltd. 2013-1A A1RR,
3M USD LIBOR + 0.970% — 2.014% 7/19/2030(e)(f)
   

4,686,000

     

4,612,941

   
OFSI BSL VIII Ltd. 2017-1A AR, 3M USD LIBOR + 1.000% —
2.044% 8/16/2029(e)(f)
   

2,267,395

     

2,237,195

   
Owl Rock CLO III Ltd. 2020-3A A1L, 3M USD LIBOR + 1.800% —
2.863% 4/20/2032(e)(f)
   

800,000

     

799,689

   
Owl Rock CLO VI Ltd. 2021-6A A, 3M USD LIBOR + 1.450% —
3.546% 6/21/2032(e)(f)
   

3,634,000

     

3,519,874

   
Parliament CLO II Ltd. 2021-2A A, 3M USD LIBOR + 1.350% —
1.830% 8/20/2032(e)(f)
   

1,756,000

     

1,706,635

   
Parliament CLO II Ltd. 2021-2A D, 3M USD LIBOR + 3.700% —
4.180% 8/20/2032(e)(f)
   

2,646,000

     

2,398,710

   
Parliament Funding II Ltd. 2020-1A AR, 3M USD LIBOR + 1.250% —
2.313% 10/20/2031(e)(f)
   

2,164,000

     

2,102,551

   
TCP Whitney CLO Ltd. 2017-1A ER, 3M USD LIBOR + 8.160% —
9.638% 8/20/2033(e)(f)
   

2,429,000

     

2,265,115

   
Telos CLO Ltd. 2014-5A A1R, 3M USD LIBOR + 0.950% —
1.994% 4/17/2028(e)(f)
   

7,328

     

7,325

   
VCP CLO II Ltd. 2021-2A A1, 3M USD LIBOR + 1.670% —
2.714% 4/15/2031(e)(f)
   

6,216,000

     

6,161,915

   
VCP CLO II Ltd. 2021-2A E, 3M USD LIBOR + 8.400% —
9.454% 4/15/2031(e)(f)
   

4,460,000

     

4,184,715

   
Venture XXV CLO Ltd. 2016-25A ARR, 3M USD LIBOR + 1.020% —
2.083% 4/20/2029(e)(f)
   

333,437

     

328,668

   
Woodmont Trust 2019-6A A1R, 3M USD LIBOR + 1.480% —
2.524% 7/15/2031(e)(f)
   

2,657,000

     

2,599,080

   


32


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
Woodmont Trust 2019-6A A1R2, 1M USD LIBOR + 1.480% —
2.524% 7/15/2031(e)(f)
 

$

1,679,000

   

$

1,642,400

   
Zais CLO 7 Ltd. 2017-2A A, 3M USD LIBOR + 1.290% —
2.334% 4/15/2030(e)(f)
   

620,583

     

611,402

   
   

$

130,396,557

   

CREDIT CARD — 0.0%

 
Capital One Multi-Asset Execution Trust 2019-A2 A2 —
1.720% 8/15/2024
 

$

49,000

   

$

48,994

   
   

$

48,994

   

EQUIPMENT — 11.3%

 

ARI Fleet Lease Trust 2020-A B — 2.060% 11/15/2028(f)

 

$

1,239,000

   

$

1,222,414

   

ARI Fleet Lease Trust 2022-A A3 — 3.430% 1/15/2031(f)

   

644,000

     

634,773

   
Avis Budget Rental Car Funding AESOP LLC 2019-3A A —
2.360% 3/20/2026(f)
   

607,000

     

579,835

   

Chesapeake Funding II LLC 2020-1A C — 2.140% 8/15/2032(f)

   

368,000

     

363,149

   

Coinstar Funding LLC 2017-1A A2 — 5.216% 4/25/2047(f)

   

2,529,850

     

2,447,472

   

Dell Equipment Finance Trust 2021-1 C — 0.810% 5/22/2026(f)

   

2,100,000

     

2,019,364

   

Dell Equipment Finance Trust 2021-2 C — 0.940% 12/22/2026(f)

   

765,000

     

726,631

   

Dell Equipment Finance Trust 2020-2 C — 1.370% 1/22/2024(f)

   

2,200,000

     

2,153,683

   

Dell Equipment Finance Trust 2020-2 D — 1.920% 3/23/2026(f)

   

6,801,000

     

6,683,037

   

Dell Equipment Finance Trust 2022-1 A3 — 2.490% 8/23/2027(f)

   

7,144,000

     

7,009,977

   

Dell Equipment Finance Trust 2022-1 B — 2.720% 8/23/2027(f)

   

1,109,000

     

1,076,174

   

Dell Equipment Finance Trust 2022-1 C — 2.940% 8/23/2027(f)

   

1,139,000

     

1,105,475

   

Encina Equipment Finance LLC 2021-1A A2 — 0.740% 12/15/2026(f)

   

945,000

     

922,623

   

Enterprise Fleet Financing LLC 2021-3 A2 — 0.770% 8/20/2027(f)

   

2,941,000

     

2,829,897

   

Enterprise Fleet Financing LLC 2022-2 — 4.790% 5/21/2029

   

2,419,000

     

2,443,004

   
Ford Credit Floorplan Master Owner Trust 2020-1 B —
0.980% 9/15/2025
   

1,000,000

     

966,136

   
GMF Floorplan Owner Revolving Trust 2020-1 A —
0.680% 8/15/2025(f)
   

990,000

     

955,894

   
GMF Floorplan Owner Revolving Trust 2020-2 A —
0.690% 10/15/2025(f)
   

1,850,000

     

1,779,125

   
GMF Floorplan Owner Revolving Trust 2020-2 B —
0.960% 10/15/2025(f)
   

6,890,000

     

6,632,973

   
GMF Floorplan Owner Revolving Trust 2019-2 A —
2.900% 4/15/2026(f)
   

1,953,000

     

1,926,998

   
GreatAmerica Leasing Receivables Funding LLC 2019-1 B —
3.370% 2/18/2025(f)
   

252,000

     

250,824

   

Hertz Vehicle Financing III LP 2021-2A A — 1.680% 12/27/2027(f)

   

1,367,000

     

1,202,428

   

Hertz Vehicle Financing LLC 2021-1A A — 1.210% 12/26/2025(f)

   

4,442,000

     

4,179,961

   


33


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 

Hertz Vehicle Financing LLC 2022-4A A — 3.730% 9/25/2026(f)

 

$

4,846,000

   

$

4,770,114

   

HPEFS Equipment Trust 2021-1A — 0.750% 3/20/2031(f)

   

1,300,000

     

1,238,413

   

HPEFS Equipment Trust 2022-1A A3 — 1.380% 5/21/2029(f)

   

3,943,000

     

3,794,740

   

HPEFS Equipment Trust 2022-1A B — 1.790% 5/21/2029(f)

   

1,619,000

     

1,556,459

   

HPEFS Equipment Trust 2022-1A C — 1.960% 5/21/2029(f)

   

1,076,000

     

1,029,289

   

HPEFS Equipment Trust 2020-2A C — 2.000% 7/22/2030(f)

   

711,000

     

705,486

   

HPEFS Equipment Trust 2020-1A D — 2.260% 2/20/2030(f)

   

1,000,000

     

987,698

   

HPEFS Equipment Trust 2019-1A D — 2.720% 9/20/2029(f)

   

4,500,000

     

4,497,420

   

HPEFS Equipment Trust 2020-2A D — 2.790% 7/22/2030(f)

   

2,000,000

     

1,973,900

   

HPEFS Equipment Trust 2022-2A B — 4.200% 9/20/2029(f)

   

718,000

     

712,972

   

HPEFS Equipment Trust 2022-2A C — 4.430% 9/20/2029(f)

   

416,000

     

412,850

   

Kubota Credit Owner Trust 2020-1A A4 — 2.260% 7/15/2026(f)

   

762,000

     

746,620

   
Navistar Financial Dealer Note Master Trust 2020-1 C,
1M USD LIBOR + 2.150% — 3.774% 7/25/2025(e)(f)
   

1,563,000

     

1,562,998

   
NextGear Floorplan Master Owner Trust 2021-1A A —
0.850% 7/15/2026(f)
   

253,000

     

239,530

   
NextGear Floorplan Master Owner Trust 2022-1A A2 —
2.800% 3/15/2027(f)
   

4,685,000

     

4,496,164

   

Pawneee Equipment Receivables LLC 2021-1 A2 — 1.100% 7/15/2027(f)

   

1,089,000

     

1,046,003

   

Verizon Master Trust 2022-4 B — 3.640% 11/20/2028(h)

   

2,555,000

     

2,538,132

   

Verizon Master Trust 2022-4 C — 3.890% 11/20/2028(h)

   

663,000

     

658,519

   

Verizon Owner Trust 2020-A C — 2.060% 7/22/2024

   

230,000

     

227,029

   

Verizon Owner Trust 2019-C C — 2.160% 4/22/2024

   

290,000

     

288,095

   

Verizon Owner Trust 2019-B A1A — 2.330% 12/20/2023

   

17,500

     

17,499

   

Verizon Owner Trust 2019-A C — 3.220% 9/20/2023

   

200,000

     

200,098

   

Wheels SPV 2 LLC 2020-1A A3 — 0.620% 8/20/2029(f)

   

3,542,000

     

3,397,261

   
   

$

87,209,136

   

OTHER — 16.4%

 
ABPCI Direct Lending Fund ABS I Ltd. 2020-1A A —
3.199% 12/20/2030(f)
 

$

1,284,000

   

$

1,218,951

   
ABPCI Direct Lending Fund ABS I Ltd. 2020-1A B —
4.935% 12/20/2030(f)
   

3,273,000

     

3,145,461

   
ABPCI Direct Lending Fund ABS II LLC 2022-2A A1,
3M USD LIBOR + 2.100% — 2.372% 3/1/2032(c)(e)(f)
   

1,670,000

     

1,603,200

   
ABPCI Direct Lending Fund ABS II LLC 2022-2A C —
8.237% 3/1/2032(c)(f)
   

6,978,000

     

6,881,703

   

CARS-DB4 LP 2020-1A A1 — 2.690% 2/15/2050(f)

   

293,730

     

278,240

   
Cologix Data Centers US Issuer LLC 2021-1A A2 —
3.300% 12/26/2051(f)
   

4,273,000

     

3,917,900

   


34


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
Cologix Data Centers US Issuer LLC 2021-1A C —
5.990% 12/26/2051(f)
 

$

3,235,000

   

$

2,975,803

   

Conn's Receivables Funding LLC 2021-A B — 2.870% 5/15/2026(f)

   

2,369,000

     

2,295,302

   

DataBank Issuer 2021-1A A2 — 2.060% 2/27/2051(f)

   

1,400,000

     

1,242,428

   

DataBank Issuer 2021-1A C — 4.430% 2/27/2051(f)

   

1,500,000

     

1,350,672

   

Diamond Infrastructure Funding LLC 2021-1A C — 3.475% 4/15/2049(f)

   

512,000

     

435,343

   

Diamond Issuer 2021-1A C — 3.787% 11/20/2051(f)

   

1,718,000

     

1,456,442

   

Elm Trust 2020-4A A2 — 2.286% 10/20/2029(f)

   

330,000

     

310,503

   

Elm Trust 2020-3A A2 — 2.954% 8/20/2029(f)

   

5,662,000

     

5,444,703

   

Elm Trust 2020-4A B — 3.866% 10/20/2029(f)

   

985,000

     

926,068

   

Elm Trust 2020-3A B — 4.481% 8/20/2029(f)

   

897,000

     

857,085

   

FCI Funding LLC 2021-1A A — 1.130% 4/15/2033(f)

   

354,767

     

347,134

   
Golub Capital Partners ABS Funding Ltd. 2021-1A A2 —
2.773% 4/20/2029(f)
   

3,868,000

     

3,611,555

   
Golub Capital Partners ABS Funding Ltd. 2021-2A A —
2.944% 10/19/2029(f)
   

4,896,000

     

4,579,312

   
Golub Capital Partners ABS Funding Ltd. 2020-1A A2 —
3.208% 1/22/2029(f)
   

2,267,000

     

2,175,391

   
Golub Capital Partners ABS Funding Ltd. 2021-1A B —
3.816% 4/20/2029(f)
   

1,924,000

     

1,792,625

   
Golub Capital Partners ABS Funding Ltd. 2021-2A B —
3.994% 10/19/2029(f)
   

5,697,000

     

5,180,072

   
Golub Capital Partners ABS Funding Ltd. 2020-1A B —
4.496% 1/22/2029(f)
   

1,404,000

     

1,325,929

   
Gracie Point International Funding 2021-1A,
1M USD LIBOR + 0.750% — 1.812% 11/1/2023(e)(f)
   

1,802,307

     

1,784,182

   

Hotwire Funding LLC 2021-1 C — 4.459% 11/20/2051(f)

   

1,250,000

     

1,147,229

   

Legal Fee Funding LLC 2006-1A A — 8.000% 7/20/2036(f)

   

185,081

     

187,412

   

Monroe Capital ABS Funding Ltd. 2021-1A A2 — 2.815% 4/22/2031(f)

   

2,912,000

     

2,720,320

   

Monroe Capital ABS Funding Ltd. 2021-1A B — 3.908% 4/22/2031(f)

   

907,000

     

847,523

   
Monroe Capital Income Plus ABS Funding LLC 2022-1A A —
4.050% 4/30/2032(c)(f)
   

3,700,000

     

3,458,922

   

NRZ Advance Receivables Trust 2020-T2 AT2 — 1.475% 9/15/2053(f)

   

2,720,000

     

2,627,987

   

Oasis Securitization Funding LLC 2021-1A A — 2.579% 2/15/2033(f)

   

189,337

     

187,124

   
Ocwen Master Advance Receivables Trust 2020-T1 AT1 —
1.278% 8/15/2052(f)
   

2,528,400

     

2,517,364

   

Oportun Funding XIV LLC 2021-A — 1.210% 3/8/2028(f)

   

532,000

     

500,495

   

Oportun Issuance Trust 2021-B — 1.470% 5/8/2031(f)

   

1,020,000

     

982,013

   

Oportun Issuance Trust 2021-C A — 2.180% 10/8/2031(f)

   

4,976,000

     

4,793,076

   


35


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
Owl Rock Technology Financing LLC 2020-1A A,
3M USD LIBOR + 2.950% — 3.076% 1/15/2031(e)(f)
 

$

3,099,000

   

$

2,987,792

   

PFS Financing Corp. 2021-A A — 0.710% 4/15/2026(f)

   

2,543,000

     

2,394,401

   

PFS Financing Corp. 2021-B A — 0.770% 8/15/2026(f)

   

1,925,000

     

1,787,612

   

PFS Financing Corp. 2021-A B — 0.960% 4/15/2026(f)

   

310,000

     

293,867

   

PFS Financing Corp. 2020-G A — 0.970% 2/15/2026(f)

   

3,998,000

     

3,794,571

   

PFS Financing Corp. 2020-E A — 1.000% 10/15/2025(f)

   

898,000

     

863,186

   

PFS Financing Corp. 2021-B B — 1.090% 8/15/2026(f)

   

713,000

     

672,452

   

PFS Financing Corp. 2020-E B — 1.570% 10/15/2025(f)

   

4,503,000

     

4,360,904

   

PFS Financing Corp. 2020-G B — 1.570% 2/15/2026(f)

   

197,000

     

189,585

   

PFS Financing Corp. 2020-A B — 1.770% 6/15/2025(f)

   

5,819,000

     

5,644,733

   

PFS Financing Corp. 2022-A A — 2.470% 2/15/2027(f)

   

6,716,000

     

6,477,812

   

PFS Financing Corp. 2022-A B — 2.770% 2/15/2027(f)

   

1,380,000

     

1,336,536

   

PFS Financing Corp. 2022-C A — 3.890% 5/15/2027(f)

   

5,700,000

     

5,684,786

   

PFS Financing Corp. 2022-C B — 4.390% 5/15/2027(f)

   

879,000

     

863,789

   

SBA Tower Trust — 1.631% 5/15/2051(f)

   

426,000

     

382,057

   

SpringCastle America Funding LLC 2020-AA A — 1.970% 9/25/2037(f)

   

1,621,725

     

1,514,585

   

TVEST LLC 2020-A A — 4.500% 7/15/2032(f)

   

246,871

     

244,591

   
Vantage Data Centers Issuer LLC 2020-1A A2,
1M USD LIBOR + 1.650% — 1.645% 9/15/2045(f)
   

1,344,000

     

1,220,662

   

VCP RRL ABS I Ltd. 2021-1A A — 2.152% 10/20/2031(f)

   

2,137,798

     

2,027,248

   

VCP RRL ABS I Ltd. 2021-1A B — 2.848% 10/20/2031(f)

   

3,372,074

     

3,155,745

   

VCP RRL ABS I Ltd. 2021-1A C — 5.425% 10/20/2031(f)

   

5,234,828

     

5,019,676

   
   

$

126,022,059

   
TOTAL ASSET-BACKED SECURITIES (Cost $524,715,504)  

$

506,696,124

   

CORPORATE BONDS & NOTES — 6.3%

 

COMMUNICATIONS — 0.6%

 

Consolidated Communications, Inc. — 6.500% 10/1/2028(f)

 

$

1,119,000

   

$

951,799

   

Frontier Communications Holdings LLC — 5.875% 10/15/2027(f)

   

3,066,000

     

2,747,903

   

Frontier Communications Holdings LLC — 6.000% 1/15/2030(f)

   

1,636,000

     

1,263,810

   
   

$

4,963,512

   

CONSUMER, CYCLICAL — 1.0%

 

Air Canada Pass-Through Trust 2020-1C — 10.500% 7/15/2026(f)

 

$

1,030,000

   

$

1,113,478

   

Aramark Services, Inc. — 6.375% 5/1/2025(f)

   

2,460,000

     

2,404,650

   

CD&R Smokey Buyer, Inc. — 6.750% 7/15/2025(f)

   

3,866,000

     

3,421,410

   

Royal Caribbean Cruises Ltd. — 11.500% 6/1/2025(f)

   

354,000

     

363,735

   
   

$

7,303,273

   


36


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 

CONSUMER, NON-CYCLICAL — 0.5%

 

Cimpress PLC — 7.000% 6/15/2026(f)

 

$

4,681,000

   

$

3,686,287

   
   

$

3,686,287

   

ENERGY — 0.1%

 
Natural Resource Partners LP/NRP Finance Corp. —
9.125% 6/30/2025(f)
 

$

831,000

   

$

845,386

   
   

$

845,386

   

FINANCIAL — 3.9%

 

Ares Capital Corp., 1M USD LIBOR + 1.850% — 2.150% 7/15/2026(e)

 

$

4,513,000

   

$

3,784,995

   
Blackstone Private Credit Fund, 3M USD LIBOR + 8.650% —
2.625% 12/15/2026(e)(f)
   

4,545,000

     

3,797,282

   

Golub Capital BDC, Inc. — 3.375% 4/15/2024

   

1,487,000

     

1,439,739

   

Midcap Financial Issuer Trust — 6.500% 5/1/2028(f)

   

10,563,000

     

9,084,180

   

OWL Rock Core Income Corp. — 4.700% 2/8/2027(f)

   

5,384,000

     

4,933,162

   

OWL Rock Core Income Corp. — 5.500% 3/21/2025(f)

   

7,439,000

     

7,140,096

   
   

$

30,179,454

   

UTILITIES — 0.2%

 

Cleco Securitization I LLC — 4.016% 3/1/2033

 

$

1,662,000

   

$

1,654,521

   
   

$

1,654,521

   
TOTAL CORPORATE BONDS & NOTES (Cost $52,386,403)  

$

48,632,433

   

CORPORATE BANK DEBT — 5.6%

 
ABG Intermediate Holdings 2 LLC, 1M USD LIBOR + 3.250% —
4.916% 9/29/2024(a)(e)(k)
 

$

3,937,576

   

$

3,765,307

   
Applied Systems, Inc., 3M USD LIBOR + 3.000% —
5.250% 9/19/2024(a)(e)(k)
   

2,631,249

     

2,624,014

   

Asurion LLC, 1M USD LIBOR + 3.000% — 4.666% 11/3/2024(a)(e)(k)

   

5,289,754

     

4,945,920

   
Axiom Global, Inc., 1M USD LIBOR + 5.500% —
6.489% 10/1/2026(a)(e)(k)
   

3,103,084

     

2,978,961

   
Azalea Topco, Inc., 1M USD LIBOR + 3.750% —
3.709% 7/24/2026(a)(e)(k)
   

1,962,500

     

1,825,125

   
Capstone Acquisition Holdings, Inc. 2020 Delayed Draw Term Loan,
1M USD LIBOR + 4.750% — 6.416% 11/12/2027(a)(e)(k)(l)
   

91,329

     

90,187

   
Capstone Acquisition Holdings, Inc. 2020 Term Loan,
1M USD LIBOR + 4.750% — 6.416% 11/12/2027(a)(e)(k)
   

1,798,280

     

1,775,801

   
Cimpress Public Ltd., 1M USD LIBOR + 3.500% —
5.166% 5/17/2028(a)(e)(k)
   

1,206,810

     

1,120,825

   


37


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

BONDS & DEBENTURES — Continued

  Principal
Amount
 

Fair Value

 
Emerald Topco, Inc., 3M USD LIBOR + 3.500% —
4.739% 7/24/2026(a)(e)(k)
 

$

2,082,108

   

$

1,933,758

   
Frontier Communications Corp., 3M USD LIBOR + 3.750% —
6.063% 5/1/2028(a)(e)(k)
   

1,112,913

     

1,037,791

   
GHX Ultimate Parent Corp., 6M USD LIBOR + 3.250% —
6.127% 6/28/2024(a)(e)(k)
   

3,628,592

     

3,583,234

   
Hanjin International Corp., 3M USD LIBOR + 5.000% —
7.160% 12/23/2022(a)(e)(k)
   

1,627,000

     

1,553,785

   
Heartland Dental LLC, 1M USD LIBOR + 4.000% —
5.642% 4/30/2025(a)(e)(k)
   

4,028,268

     

3,771,466

   

JC Penney Corp., Inc., 1M USD LIBOR + 9.500% — 6/23/2023(a)(e)(k)

   

480,181

     

48

   

McDermott Super Senior Exit LC — 0.500% 6/30/2024(a)(i)(k)(l)

   

640,000

     

(118,400

)

 
Mediaco Holding, Inc. Class A, 8.400%, PIK —
0.000% 11/25/2024(a)(b)(c)(k)
   

1,173,448

     

1,091,306

   
Packers Holdings LLC, 1M USD LIBOR + 3.250% —
4.403% 3/9/2028(a)(e)(k)
   

2,670,417

     

2,433,417

   
PetVet Care Centers LLC, 1M USD LIBOR + 3.500% —
5.166% 2/14/2025(a)(e)(k)
   

2,649,639

     

2,499,484

   
Polaris Newco, LLC Term Loan B, 1M USD LIBOR + 4.000% —
5.666% 6/2/2028(a)(e)(k)
   

2,683,957

     

2,467,577

   
WH Borrower LLC, 3M USD LIBOR + 5.500% —
6.752% 2/15/2027(a)(e)(k)
   

2,833,000

     

2,701,974

   
Windstream Services LLC, 1M USD LIBOR + 6.250% —
7.916% 9/21/2027(a)(e)(k)
   

832,840

     

777,665

   
TOTAL CORPORATE BANK DEBT (Cost $44,889,253)  

$

42,859,245

   

CONVERTIBLE BOND — 0.2%

 

COMMUNICATIONS — 0.2%

 

Opendoor Technologies, Inc.(f)

 

$

2,300,000

   

$

1,305,608

   
   

$

1,305,608

   

U.S. TREASURY — 4.0%

 

U.S. Treasury Bill — 0.000% 7/7/2022(g)

 

$

31,105,000

   

$

31,101,009

   
TOTAL BONDS & DEBENTURES — 96.6% (Cost $771,854,095)  

$

743,780,603

   
TOTAL INVESTMENT SECURITIES — 96.8% (Cost $773,782,511)  

$

745,890,487

   


38


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

SHORT-TERM INVESTMENTS — 3.3%

  Principal
Amount
 

Fair Value

 
State Street Bank Repurchase Agreement — 0.24% 7/1/2022
(Dated 6/30/2022, repurchase price of $25,207,168, collateralized by
$25,739,300 principal amount U.S. Treasury Notes — 3.000%
2024, fair value $25,711,141)(j)
 

$

25,207,000

   

$

25,207,000

   
TOTAL SHORT-TERM INVESTMENTS (Cost $25,207,000)  

$

25,207,000

   
TOTAL INVESTMENTS — 100.1% (Cost $798,989,511)  

$

771,097,487

   

Other Assets and Liabilities, net — (0.1)%

   

(712,220

)

 

NET ASSETS — 100.0%

 

$

770,385,267

   

(a)  Restricted securities. These restricted securities constituted 6.19% of total net assets at June 30, 2022, most of which are considered liquid by the Adviser. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under policies adopted by authority of the Fund's Board of Trustees.

(b)  These securities have been valued in good faith under policies adopted by authority of the Board of Trustees in accordance with the Fund's fair value procedures. These securities constituted 0.42% of total net assets at June 30, 2022.

(c)  Investments categorized as a significant unobservable input (Level 3) (See Note 6 of the Notes to Financial Statements).

(d)  Non-income producing security.

(e)  Variable/Floating Rate Security — The rate shown is based on the latest available information as of June 30, 2022. For Corporate Bank Debt, the rate shown may represent a weighted average interest rate. Certain variable rate securities are not based on a published rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description.

(f)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.

(g)  Zero coupon bond. Coupon amount represents effective yield to maturity.

(h)  Step Coupon — Coupon rate increases in increments to maturity. Rate disclosed is as of June 30, 2022.

(i)  All or a portion of this holding is subject to unfunded loan commitments. The stated interest rate reflects the weighted average of the reference rate and spread for the funded portion, if any, and the commitment fees on the portion of the loan that is unfunded.

(j)  Security pledged as collateral (See Note 8 of the Notes to Financial Statements).


39


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2022
(Unaudited)

(k)  For corporate bank debt, the rate shown may represent a weighted average interest rate.

(l)  As of June 30, 2022, the Fund had entered into commitments to fund various delayed draw debt-related investments. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing those investments and there can be no assurance that such conditions will be satisfied. See Note 9 of the Notes to Financial Statements for further information on these commitments and contingencies.


40


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS — RESTRICTED SECURITIES

June 30, 2022
(Unaudited)

Issuer

  Acquisition
Date(s)
 

Cost

 

Fair Value

  Fair
Value as a %
of Net Assets
 
ABG Intermediate Holdings 2 LLC,         
1M USD LIBOR + 3.250% —         
4.916% 9/29/2024
  02/23/2022, 02/28/2022,
03/01/2022, 06/16/2022
 

$

3,872,103

   

$

3,765,307

     

0.49

%

 
Applied Systems, Inc., 3M USD
LIBOR + 3.000% — 5.250%
9/19/2024
 

02/16/2022, 06/16/2022

   

2,618,505

     

2,624,014

     

0.34

%

 
Asurion LLC, 1M USD LIBOR +
3.000% — 4.666% 11/3/2024
 

03/08/2022, 06/16/2022

   

5,250,077

     

4,945,920

     

0.64

%

 
Axiom Global, Inc., 1M USD
LIBOR + 5.500% — 6.489%
10/1/2026
 

11/18/2021, 11/19/2021

   

3,075,080

     

2,978,961

     

0.39

%

 
Azalea Topco, Inc., 1M USD
LIBOR + 3.750% — 3.709%
7/24/2026
 

02/17/2022, 06/23/2022

   

1,905,118

     

1,825,125

     

0.24

%

 
BTC Holdings Fund I LLC
3M USD LIBOR + 2.750% —
3.800% 1/28/2027
 

09/01/2021

   

728,886

     

728,886

      0.09

%

 
BTC Offshore Holdings Fund,
3M USD LIBOR + 2.650% —
3.700% 10/20/2029
 

01/20/2022

   

2,000,000

     

2,000,000

     

0.26

%

 
Capstone Acquisition Holdings,
Inc. 2020 Delayed Draw Term
Loan, 1M USD LIBOR +
4.750% — 6.416% 11/12/2027
 

04/30/2021

   

90,978

     

90,187

     

0.01

%

 
Capstone Acquisition Holdings,
Inc. 2020 Term Loan, 1M USD
LIBOR + 4.750% — 6.416%
11/12/2027
 

04/30/2021

   

1,786,112

     

1,775,801

     

0.23

%

 
Cimpress Public Ltd., 1M USD
LIBOR + 3.500% — 5.166%
5/17/2028
  03/08/2022, 05/16/2022,
06/16/2022
   

1,196,641

     

1,120,825

     

0.15

%

 

Copper Earn Out Trust

 

12/07/2020

   

     

42,916

     

0.01

%

 
Copper Property CTL Pass-Through
Trust
  01/17/2019, 02/08/2019,
03/11/2019, 06/08/2020,
07/10/2020
   

939,850

     

746,130

     

0.10

%

 
Emerald Topco, Inc., 3M USD
LIBOR + 3.500% — 4.739%
7/24/2026
 

09/20/2021

   

2,069,849

     

1,933,758

     

0.25

%

 
Frontier Communications Corp.,
3M USD LIBOR + 3.750% —
6.063% 5/1/2028
 

04/09/2021

   

1,103,501

     

1,037,791

     

0.13

%

 


41


FPA FLEXIBLE FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS — RESTRICTED SECURITIES (Continued)

June 30, 2022
(Unaudited)

Issuer

  Acquisition
Date(s)
 

Cost

 

Fair Value

  Fair
Value as a %
of Net Assets
 
GHX Ultimate Parent Corp.,         
6M USD LIBOR + 3.250% —
6.127% 6/28/2024
 
12/02/2021, 02/24/2022
 

$

3,616,677

   

$

3,583,234

     

0.47

%

 
Hanjin International Corp.,
3M USD LIBOR + 5.000% —
7.160% 12/23/2022
 

02/24/2022

   

1,624,931

     

1,553,785

     

0.20

%

 
Heartland Dental LLC, 1M USD
LIBOR + 4.000% — 5.642%
4/30/2025
 

02/23/2022, 06/23/2022

   

3,989,746

     

3,771,466

     

0.49

%

 
JC Penney Corp., Inc., 1M USD
LIBOR + 9.500% — 6/23/2023
 

02/25/2021

   

     

48

      0.00

%

 
McDermott Super Senior
Exit LC — 0.500% 6/30/2024
 

02/23/2022

   

(3,016

)

   

(118,400

)

   

(0.02

)%

 
Mediaco Holding, Inc. Class A,
8.400%, PIK — 0.000%
11/25/2024
  01/01/2022, 02/01/2022,
03/01/2022, 04/01/2022,
05/01/2022
   

1,167,247

     

1,091,306

     

0.14

%

 

PHI Group, Inc., Restricted

 

02/28/2020

   

615,785

     

1,151,968

     

0.15

%

 
Packers Holdings LLC, 1M USD
LIBOR + 3.250% — 4.403%
3/9/2028
 

02/23/2022, 06/13/2022

   

2,641,229

     

2,433,417

     

0.32

%

 
PetVet Care Centers LLC,
1M USD LIBOR + 3.500% —
5.166% 2/14/2025
 

02/23/2022, 06/13/2022

   

2,634,637

     

2,499,484

     

0.32

%

 
Polaris Newco, LLC Term Loan B,
1M USD LIBOR + 4.000% —
5.666% 6/2/2028
 

02/23/2022, 06/16/2022

   

2,663,064

     

2,467,577

     

0.32

%

 
WH Borrower LLC, 3M USD
LIBOR + 5.500% — 6.752%
2/15/2027
 

02/09/2022

   

2,778,870

     

2,701,974

     

0.35

%

 
Windstream Holdings II, LLC
Warrants 09/21/2055
 

11/16/2020

   

372,781

     

168,870

     

0.02

%

 
Windstream Services LLC,
1M USD LIBOR + 6.250% —
7.916% 9/21/2027
 

08/11/2020

   

807,904

     

777,665

     

0.10

%

 
TOTAL RESTRICTED
SECURITIES
     

$

49,546,555

   

$

47,698,015

     

6.19

%

 

See accompanying Notes to Financial Statements.
42


FPA FLEXIBLE FIXED INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2022
(Unaudited)

ASSETS

 

Investment securities — at fair value (identified cost $773,782,511)

 

$

745,890,487

   

Short-term investments — repurchase agreements

   

25,207,000

   

Cash

   

24,944

   

Receivable for:

 

Dividends and interest

   

3,068,556

   

Capital Stock sold

   

624,704

   

Prepaid expenses and other assets

   

9,845

   

Total assets

   

774,825,536

   

LIABILITIES

 

Payable for:

 

Investment securities purchased

   

3,456,464

   

Capital Stock repurchased

   

638,272

   

Advisory fees

   

245,210

   

Accrued expenses and other liabilities

   

100,323

   

Other commitments and contingencies — Note 9

     

Total liabilities

   

4,440,269

   

NET ASSETS

 

$

770,385,267

   

SUMMARY OF SHAREHOLDERS' EQUITY

 
Capital Stock — no par value; unlimited authorized shares;
78,273,421 outstanding shares
 

$

78,273,421

   

Additional Paid-in Capital

   

720,403,265

   

Distributable earnings

   

(28,291,419

)

 

NET ASSETS

 

$

770,385,267

   

Advisor Class:

 

Net Assets

 

$

30,846

   

Shares outstanding, no par value; unlimited authorized shares

   

3,134

   

Offering and redemption price per share

 

$

9.84

   

Institutional Class:

 

Net Assets

 

$

770,354,421

   

Shares outstanding, no par value; unlimited authorized shares

   

78,270,287

   

Offering and redemption price per share

 

$

9.84

   

See accompanying Notes to Financial Statements.
43


FPA FLEXIBLE FIXED INCOME FUND

STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2022
(Unaudited)

INVESTMENT INCOME

 

Dividends

 

$

559,670

   

Interest

   

9,491,986

   

Total investment income

   

10,051,656

   

EXPENSES

 

Advisory fees

   

1,821,139

   

Transfer agent fees and expenses

   

178,095

   

Filing fees

   

64,475

   

Legal fees

   

58,829

   

Trustee fees and expenses

   

55,570

   

Custodian fees

   

44,303

   

Reports to shareholders

   

41,747

   

Audit and tax services fees

   

19,159

   

Other professional fees

   

14,915

   

Administrative services fees

   

12,599

   

Other

   

5,124

   

Total expenses

   

2,315,955

   

Reimbursement from Adviser

   

(492,345

)

 

Net expenses

   

1,823,610

   

Net investment income

   

8,228,046

   

NET REALIZED AND UNREALIZED GAIN (LOSS)

 

Net realized gain (loss) on:

 

Investments

   

(743,863

)

 

Net change in unrealized appreciation (depreciation) of:

 

Investments

   

(28,356,821

)

 

Net realized and unrealized loss

   

(29,100,684

)

 

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

(20,872,638

)

 

See accompanying Notes to Financial Statements.
44


FPA FLEXIBLE FIXED INCOME FUND

STATEMENTS OF CHANGES IN NET ASSETS

    Six Months Ended
June 30, 2022
(Unaudited)
  Year Ended
December 31, 2021
 

INCREASE (DECREASE) IN NET ASSETS

 

Operations:

 

Net investment income

 

$

8,228,046

   

$

9,324,813

   

Net realized gain (loss)

   

(743,863

)

   

1,762,341

   

Net change in unrealized depreciation

   

(28,356,821

)

   

(3,618,685

)

 

Net increase (decrease) in net assets resulting from operations

   

(20,872,638

)

   

7,468,469

   

Distributions to shareholders — Advisor Class

   

(328

)

   

(516

)(a)

 

Distributions to shareholders — Institutional Class

   

(8,100,308

)

   

(11,361,830

)

 

Total distributions to shareholders

   

(8,100,636

)

   

(11,362,346

)

 

Capital Stock transactions:(b)

 

Proceeds from Capital Stock sold

   

271,980,049

     

418,144,557

   
Proceeds from shares issued to shareholders upon reinvestment of
dividends and distributions
   

6,670,573

     

9,322,247

   

Cost of Capital Stock repurchased

   

(146,110,155

)

   

(89,131,463

)

 

Net increase from Capital Stock transactions

   

132,540,467

     

338,335,341

   

Total change in net assets

   

103,567,193

     

334,441,464

   

NET ASSETS

 

Beginning of period

   

666,818,074

     

332,376,610

   

End of period

 

$

770,385,267

   

$

666,818,074

   

(a)  Period from April 16, 2021, date operations commenced, through December 31, 2021.

(b)  See Note 7, Capital Stock, in the Notes to Financial Statements.

See accompanying Notes to Financial Statements.
45


FPA FLEXIBLE FIXED INCOME FUND
FINANCIAL HIGHLIGHTS

Selected Data for Each Share of Capital Stock Outstanding Throughout Each Period

    Six Months Ended
June 30, 2022
(Unaudited)
  Period from
April 16,
through
December 31
2021
 

Advisor Class

 

Per share operating performance:

 

Net asset vaue at beginning of period

 

$

10.24

   

$

10.32

   

Income from investment operations:

 

Net investment income(a)

   

0.11

     

0.13

   

Net realized and unrealized gain on investment securities

   

(0.40

)

   

(0.05

)

 

Total from investment operations

   

(0.29

)

   

0.08

   

Less distributions:

 

Dividends from net investment income

   

(0.11

)

   

(0.13

)

 

Distributions from net realized capital gains

   

     

(0.03

)

 

Total distributions

   

(0.11

)

   

(0.16

)

 

Net asset value at end of period

 

$

9.84

   

$

10.24

   

Total investment return(b)

   

(2.89

)%

   

0.85

%

 

Ratios/supplemental data:

 

Net assets, end of period (in 000's)

 

$

31

   

$

32

   

Ratio of expenses to average net assets:

 

Before reimbursement from Adviser

   

0.63

%(c)

   

3.06

%(c)

 

After reimbursement from Adviser

   

0.58

%(c)

   

0.59

%(c)

 

Ratio of net investment income to average net assets:

 

Before reimbursement from Adviser

   

2.12

%(c)

   

(0.69

)%(c)

 

After reimbursement from Adviser

   

2.17

%(c)

   

1.79

%(c)

 

Portfolio turnover rate

   

24

%(c)

   

35

%(c)

 

(a)  Per share amount is based on average shares outstanding.

(b)  Return is based on net asset value per share, adjusted for reinvestment of distributions, and does not reflect deduction of the sales charge.

(c)  Annualized

See accompanying Notes to Financial Statements.
46


FPA FLEXIBLE FIXED INCOME FUND
FINANCIAL HIGHLIGHTS

Selected Data for Each Share of Capital Stock Outstanding Throughout Each Period

    Six Months Ended
June 30, 2022
 

Year Ended December 31,

 
   

(Unaudited)

 

2021

 

2020

 

2019

 

Institutional Class

 

Per share operating performance:

 

Net asset value at beginning of period

 

$

10.24

   

$

10.29

   

$

10.13

   

$

10.00

   

Income from investment operations:

 

Net Investment Income(a)

   

0.11

     

0.20

     

0.27

     

0.28

   
Net realized and unrealized gain (loss) on
investment securities
   

(0.40

)

   

(0.02

)

   

0.20

     

0.10

   

Total from investment operations

   

(0.29

)

   

0.18

     

0.47

     

0.38

   

Less distributions:

 

Dividends from net investment income

   

(0.11

)

   

(0.20

)

   

(0.27

)

   

(0.25

)

 

Distributions from net realized capital gains

   

     

(0.03

)

   

(0.04

)

   

   

Total distributions

   

(0.11

)

   

(0.23

)

   

(0.31

)

   

(0.25

)

 

Net asset value at end of period

 

$

9.84

   

$

10.24

   

$

10.29

   

$

10.13

   

Total investment return(b)

   

(2.85

)%

   

1.77

%

   

4.70

%

   

3.78

%

 

Ratios/supplemental data:

 

Net assets, end of period (in 000's)

 

$

770,354

   

$

666,786

   

$

332,377

   

$

140,089

   

Ratio of expenses to average net assets:

 

Before reimbursement from Adviser

   

0.64

%(c)

   

0.71

%

   

0.77

%

   

1.01

%

 

After reimbursement from Adviser

   

0.50

%(c)

   

0.49

%

   

0.39

%

   

0.39

%

 

Ratio of net investment income to average net assets:

 

Before reimbursement from Adviser

   

2.12

%(c)

   

1.69

%

   

2.25

%

   

2.11

%

 

After reimbursement from Adviser

   

2.26

%(c)

   

1.91

%

   

2.63

%

   

2.74

%

 

Portfolio turnover rate

   

24

%(c)

   

35

%

   

39

%

   

30

%

 

(a)  Per share amount is based on average shares outstanding.

(b)  Return is based on net asset value per share, adjusted for reinvestment of distributions, and does not reflect deduction of the sales charge.

(c)  Annualized

See accompanying Notes to Financial Statements.
47


FPA FLEXIBLE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS

June 30, 2022
(Unaudited)

NOTE 1 — Significant Accounting Policies

FPA Flexible Fixed Income Fund (the "Fund") is registered under the Investment Company Act of 1940, as a diversified, open-end, management investment company. The Fund's primary investment objective is to seek current income and long-term total return. Capital preservation is also a consideration. The Fund qualifies as an investment company pursuant to Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) No. 946, Financial Services — Investment Companies. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements.

A.  Security Valuation

The Fund's investments are reported at fair value as defined by accounting principles generally accepted in the United States of America, ("U.S. GAAP"). The Fund generally determines its net asset value as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open. Further discussion of valuation methods, inputs and classifications can be found under Disclosure of Fair Value Measurements.

B.  Securities Transactions and Related Investment Income

Securities transactions are accounted for on the date the securities are purchased or sold. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income and expenses are recorded on an accrual basis. Market discounts and premiums on fixed income securities are amortized over the expected life of the securities using effective interest rate method. Realized gains or losses are based on the specific identification method.

C.  Use of Estimates

The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.

D.  Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting if certain criteria are met. The guidance is effective from March 12, 2020 through December 31, 2022. The Adviser is currently evaluating the impact of this new guidance on the Fund's financial statements.

In June 2022, the FASB issued Accounting Standards Update No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). ASU 2022-03 clarifies the guidance in ASC 820, related to the measurement of the fair value of an equity security subject to contractual sale restrictions, where it eliminates the ability to apply a discount to fair value of these securities, and introduces disclosure requirements related to such equity securities. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, and allows for early adoption. Management is currently evaluating the impact of applying this update.

NOTE 2 — Risk Considerations

Investing in the Fund may involve certain risks including, but not limited to, those described below.

Market Risk: Because the values of the Fund's investments will fluctuate with market conditions, so will the value of your investment in the Fund. You could lose money on your investment in the Fund or the Fund could underperform other investments.


48


FPA FLEXIBLE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

Interest Rate and Credit Risk: The values of, and the income generated by, most debt securities held by the Fund may be affected by changing interest rates and by changes in the effective maturities and credit rating of these securities. For example, the value of debt securities in the Fund's portfolio generally will decline when interest rates rise and increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the Fund having to reinvest the proceeds in lower yielding securities.

Mortgage-Backed and Other Asset-Backed Securities Risk: The values of some mortgage-backed and other asset-backed securities may expose the Fund to a lower rate of return upon reinvestment of principal. When interest rates rise, the value of mortgage-related securities generally will decline; however, when interest rates are declining, the value of mortgage related-securities with prepayment features may not increase as much as other fixed income securities. The rate of prepayments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If an unanticipated rate of prepayment on underlying mortgages increases the effective maturity of a mortgage-related security, the volatility of the security can be expected to increase. The value of these securities may also fluctuate in response to the market's perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

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.

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

Repurchase Agreements: Repurchase agreements permit the Fund to maintain liquidity and earn income over periods of time as short as overnight. Repurchase agreements held by the Fund are fully collateralized by U.S. Government securities, or securities issued by U.S. Government agencies, or securities that are within the three highest credit categories assigned by established rating agencies (Aaa, Aa, or A by Moody's or AAA, AA or A by Standard & Poor's) or, if not rated by Moody's or Standard & Poor's, are of equivalent investment quality as determined by the Adviser. Such collateral is in the possession of the Fund's custodian. The collateral is


49


FPA FLEXIBLE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

evaluated daily to ensure its fair value equals or exceeds the current fair value of the repurchase agreements including accrued interest. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation.

The Fund may enter into repurchase agreements, under the terms of a Master Repurchase Agreement ("MRA"). The MRA permits the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from the Fund. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a MRA counterparty's bankruptcy or insolvency. Pursuant to the terms of the MRA, the Fund receives securities as collateral with a fair value in excess of the repurchase price to be received by the Fund upon the maturity of the repurchase transaction. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund recognizes a liability with respect to such excess collateral to reflect the Fund's obligation under bankruptcy law to return the excess to the counterparty. Repurchase agreements outstanding at the end of the period are listed in the Fund's Portfolio of Investments.

Many countries have experienced outbreaks of infectious illnesses in recent decades, including swine flu, avian influenza, SARS and, more recently, COVID-19. The global outbreak of COVID-19 in early 2020 has resulted in various disruptions, including travel and border restrictions, quarantines, supply chain disruptions, lower consumer demand and general market uncertainty. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve, including the risk of future increased rates of infection due to low vaccination rates and/or the lack of effectiveness of current vaccines against new variants. Similar consequences could arise as a result of the spread of other infectious diseases. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund's accounting and financial reporting.

NOTE 3 — Purchases and Sales of Investment Securities

Cost of purchases of investment securities (excluding short-term investments) aggregated $266,906,027 for the period ended June 30, 2022. The proceeds and cost of securities sold resulting in net realized losses of $(743,863) aggregated $80,082,623 and $80,826,486, respectively, for the period ended June 30, 2022.

NOTE 4 — Advisory Fees and Other Affiliated Transactions

Pursuant to an Investment Advisory Agreement (the "Agreement"), advisory fees were paid by the Fund to First Pacific Advisors, LP (the "Adviser"). Under the terms of this Agreement, the Fund pays the Adviser a monthly fee calculated at the annual rate of 0.50% of the Fund's average daily net assets. In addition, 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, redemption liquidity service expenses, and extraordinary expenses, including litigation expenses not incurred in the Fund's ordinary course of business) in excess of 0.57% of the average net assets of the Fund attributable to the Advisor Class and 0.52% of the average net assets of the Fund attributable to the Institutional Class for the one-year period ending April 30, 2023. During the term of the current expense limit agreement, beginning May 1, 2022 and ending April 30, 2023, any expenses reimbursed to the Fund by the Adviser during any of the previous 36 months may be recouped by the Adviser, provided the Fund's Total Annual Fund Operating Expenses do not exceed the then-applicable expense limit. Beginning May 1, 2023, any expenses reimbursed to the Fund by the Adviser during any of the previous 36 months may be recouped by the Adviser, provided the Fund's Total Annual Fund Operating Expenses do not exceed 0.74% of the average net assets of the Fund attributable to the Advisor Class and 0.64% of the average net assets of the Fund attributable to the Institutional


50


FPA FLEXIBLE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

Class for any subsequent calendar year, regardless of whether there is a then-effective higher expense limit. This agreement may only be terminated earlier by the Fund's Board of Trustees (the "Board") or upon termination of the Agreement. As of June 30, 2022, the Adviser may seek recoupment of expense reimbursements in the amounts of $1,079,162 and $492,345 no later than December 31, 2023 and December 31, 2024, respectively.

For the period ended June 30, 2022, the Fund paid aggregate fees and expenses of $55,570 to all Trustees who are not affiliated persons of the Adviser. Certain officers of the Fund are also officers of the Adviser.

NOTE 5 — Federal Income Tax

No provision for federal income tax is required because the Fund has elected to be taxed as a "regulated investment company" under the Internal Revenue Code (the "Code") and intends to maintain this qualification and to distribute each year to its shareholders, in accordance with the minimum distribution requirements of the Code, its taxable net investment income and taxable net realized gains on investments.

The cost of investment securities held at June 30, 2022 was $773,783,174 for federal income tax purposes. Gross unrealized appreciation and depreciation for all investments at June 30, 2022, for federal income tax purposes was $1,042,361 and $(28,935,048), respectively, resulting in net unrealized depreciation of $(27,892,687). As of and during the period ended June 30, 2022, the Fund did not have any liability for unrecognized tax benefits.

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Fund did not incur any interest or penalties. The statute of limitations remains open for the last 3 years, once a return is filed. No examinations are in progress at this time.

NOTE 6 — Disclosure of Fair Value Measurements

The Fund uses the following methods and inputs to establish the fair value of its assets and liabilities. Use of particular methods and inputs may vary over time based on availability and relevance as market and economic conditions evolve.

Equity securities are generally valued each day at the official closing price of, or the last reported sale price on, the exchange or market on which such securities principally are traded, as of the close of business on that day.

If there have been no sales that day, equity securities are generally valued at the last available bid price. Securities that are unlisted and fixed-income and convertible securities listed on a national securities exchange for which the over-the-counter ("OTC") market more accurately reflects the securities' value in the judgment of the Fund's officers, are valued at the most recent bid price. However, most fixed income securities are generally valued at prices obtained from pricing vendors and brokers. Vendors value such securities based on one or more of the following inputs: transactions, bids, offers quotations from dealers and trading systems, spreads and other relationships observed in the markets among comparable securities, benchmarks, underlying equity of the issuer, and proprietary pricing models such as cash flows, financial or collateral performance and other reference data (includes prepayments, defaults, collateral, credit enhancements, and interest rate volatility). Short-term corporate notes with maturities of 60 days or less at the time of purchase are valued at amortized cost.

Securities for which representative market quotations are not readily available or are considered unreliable by the Adviser are valued as determined in good faith under procedures adopted by the authority of the Fund's Board of Trustees. Various inputs may be reviewed in order to make a good faith determination of a security's value. These inputs include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events


51


FPA FLEXIBLE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

occurring after the close of trading in the security; and changes in overall market conditions. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations of investments that would have been used had greater market activity occurred.

The Fund classifies its assets based on three valuation methodologies. Level 1 values are based on quoted market prices in active markets for identical assets. Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs as noted above including spreads, cash flows, financial performance, prepayments, defaults, collateral, credit enhancements, and interest rate volatility. Level 3 values are based on significant unobservable inputs that reflect the Fund's determination of assumptions that market participants might reasonably use in valuing the assets. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.

The following table presents the valuation levels of the Fund's investments as of June 30, 2022 (see Portfolio of Investments for industry categories):

Investments

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

Energy

   

     

   

$

1,151,968

   

$

1,151,968

   

Retailing

   

     

     

789,046

     

789,046

   

Warrants

 

Midstream — Oil & Gas

   

     

     

168,870

     

168,870

   

Commercial Mortgage-Backed Securities

 

Agency Stripped

   

   

$

1,100,564

     

     

1,100,564

   

Non-Agency

   

     

52,352,507

     

     

52,352,507

   

Residential Mortgage-Backed Securities

 

Agency Collateralized Mortgage Obligation

   

     

1,282,222

     

     

1,282,222

   

Agency Pool Fixed Rate

   

     

153,417

     

     

153,417

   

Agency Stripped

   

     

121,692

     

     

121,692

   

Non-Agency Collateralized Mortgage Obligation

   

     

58,175,782

     

     

58,175,782

   

Asset-Backed Securities

 

Auto

   

     

163,019,378

     

     

163,019,378

   

Collateralized Loan Obligation

   

     

127,667,671

     

2,728,886

     

130,396,557

   

Credit Card

   

     

48,994

     

     

48,994

   

Equipment

   

     

87,209,136

     

     

87,209,136

   

Other

   

     

114,078,234

     

11,943,825

     

126,022,059

   

Corporate Bonds & Notes

   

     

48,632,433

     

     

48,632,433

   

Corporate Bank Debt

   

     

41,767,939

     

1,091,306

     

42,859,245

   

Convertible Bond

   

     

1,305,608

     

     

1,305,608

   

U.S. Treasury

   

     

31,101,009

     

     

31,101,009

   

Short-Term Investments

   

     

25,207,000

     

     

25,207,000

   
     

   

$

753,223,586

   

$

17,873,901

   

$

771,097,487

   


52


FPA FLEXIBLE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

The following table summarizes the Fund's Level 3 investment securities and related transactions during the period ended June 30, 2022:

Investments

  Beginning
Value at
December 31,
2021
  Net
Realized
and
Unrealized
Gains
(Losses)(a)
 

Purchases

 

(Sales)

  Gross
Transfers
In/(Out)
  Ending
Value at
June 30,
2022
  Net Change
in Unrealized
Appreciation
(Depreciation)
related to
Investments
held at
June 30,
2022
 

Common Stocks

 

$

2,618,873

   

$

(677,859

)

 

$

188,003

   

$

(188,003

)

   

   

$

1,941,014

   

$

(677,859

)

 

Warrants

   

163,241

     

5,629

     

     

     

     

168,870

     

5,629

   
Residential Mortgage-Backed
Securities Non-Agency
Collateralized Mortgage
Obligation
   

5,427,136

     

(281,984

)

   

     

(722,558

)

 

$

(4,422,594

)

   

     

(281,984

)

 
Asset-Backed Securities
Collateralized Loan
Obligation
   

2,720,980

     

     

1,000,000

     

(992,094

)

   

     

2,728,886

     

   

Other

   

     

(344,172

)

   

12,287,997

     

     

     

11,943,825

     

(345,301

)

 

Corporate Bank Debt

   

1,100,801

     

417

     

4,913

     

(14,825

)

   

     

1,091,306

     

(810

)

 
   

$

12,031,031

   

$

(1,297,969

)

 

$

13,480,913

   

$

(1,917,480

)

 

$

(4,422,594

)

 

$

17,873,901

   

$

(1,300,325

)

 

Transfers of investments between different levels of the fair value hierarchy are recorded at fair value as of the end of the reporting period. There were transfers of $4,422,594 out of Level 3 into Level 2 during the period ended June 30, 2022. Transfers out of Level 3 were due to change in valuation technique from recent trade activity to vendor priced.

The following table summarizes the quantitative inputs and assumptions used for items categorized as Level 3 of the fair value hierarchy as of June 30, 2022:

Financial Assets   Fair Value at
June 30, 2021
 

Valuation Technique(s)

  Unobservable
Inputs
 

Price/Range

  Weighted
Average Price
 

Common Stocks

 

$

789,046

   

Pricing Model (a)

 

Quotes/Prices

 

$

5.50-$12.75

   

$

12.36

   

 

$

1,151,968

   

Pricing Model (b)

 

Last Executed Trade

 

$

15.30

   

$

15.30

   

Warrants

 

$

168,870

   

Pricing Model (a)

 

Quotes/Prices

 

$

15.00

   

$

15.00

   
Asset-Backed Securities Collateralized
Loan Obligation
 

$

2,728,886

   

Third-Party Broker Quote (c)

 

Quotes/Prices

 

$

100.00

   

$

100.00

   

Asset-Backed Securities — Other

 

$

11,943,825

   

Pricing Model (c)

 

Quotes/Prices

 

$

93.48-$98.62

   

$

96.78

   

Corporate Bank Debt

 

$

1,091,306

   

Pricing Model (d)

  Discounted External
Valuation
   

14.20

%

   

14.20

%

 

(a)  The Pricing Model technique for Level 3 securities involves recently quoted funding prices of the security.

(b)  The Pricing Model technique for Level 3 securities involves the last executed trade in the security.

(c)  The Third Party Broker Quote technique involves obtaining an independent third-party broker quote for the security.

(d)  The Pricing Model technique for Level 3 securities involves external valuation by an independent third party who ustilized a discounted cash flow model.


53


FPA FLEXIBLE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

NOTE 7 — Capital Stock

    Period Ended
June 30, 2022
  Year Ended
December 31, 2021
 
   

Shares

 

Amount

 

Shares

 

Amount

 

Capital Stock sold

 

Advisor Class

   

     

     

3,051

(a)

 

$

31,486

(a)

 

Institutional Class

   

27,034,147

   

$

271,980,049

     

40,588,638

     

418,113,071

   
Issued to shareholders upon
reinvestment of dividends and
distributions
 

Advisor Class

   

33

     

328

     

50

(a)

   

516

(a)

 

Institutional Class

   

666,648

     

6,670,245

     

906,445

     

9,321,731

   

Capital Stock repurchased

 

Advisor Class

   

     

     

(a)

   

(a)

 

Institutional Class

   

(14,575,465

)

   

(146,110,155

)

   

(8,664,119

)

   

(89,131,463

)

 

Change in Capital Stock outstanding

   

13,125,363

   

$

132,540,467

     

32,834,065

   

$

338,335,341

   

        

(a)  Period from April 16, 2021, date operations commenced, through December 31, 2021.

NOTE 8 — Collateral Requirements

FASB Accounting Standards Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. Under this guidance the Fund discloses both gross and net information about instruments and transactions eligible for offset such as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the Fund discloses collateral received and posted in connection with master netting agreements or similar arrangements.


54


FPA FLEXIBLE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
(Continued)

(Unaudited)

The following table presents the Fund's OTC derivative assets, liabilities and master repurchase agreements by counterparty net of amounts available for offset under an ISDA Master agreement or similar agreements and net of the related collateral received or pledged by the Fund as of June 30, 2022:

        Gross Amounts Not Offset in the
Statement of Assets and Liabilities
     

Counterparty

  Gross Assets
(Liabilities)
in the Statement of
Assets and Liabilities
  Security
Collateral
Received
(Pledged)
  Assets (Liabilities)
Available for Offset
  Net Amount
of Assets
(Liabilities)(a)
 
State Street Bank and
Trust Company:
Repurchase Agreement
    $25,207,000       $(25,207,000)(b)      

     

   

(a)  Represents the net amount receivable from the counterparty in the event of default.

(b)  Collateral with a value of $25,711,141 has been received in connection with a master repurchase agreement. Excess of collateral received from the individual master repurchase agreement is not shown for financial reporting purposes.

NOTE 9 — Commitments and Contingencies

In the normal course of business, the Fund's investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the Fund's custodian. These activities may expose the Fund to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Fund enters into contracts that contain a variety of indemnifications. The maximum exposure of the Fund under these arrangements and activities is unknown.

Commitments to extend credit or invest capital include loan or debt-related proceeds the Fund is obligated to advance, such as delayed draws or revolving credit arrangements, or delayed draws of investments in limited partnerships. Commitments generally have fixed expiration dates or other termination clauses. Unrealized gains or losses associated with unfunded commitments are recorded in the consolidated financial statements and reflected as an adjustment to the fair value of the related security in the Consolidated Schedule of Investments. The paramount of the unfunded commitments is not recognized by the Fund until it becomes funded. As of June 30, 2022, the value of loans disclosed in the Schedule of Investments does not include unfunded commitments and the Fund was liable for the following unfunded commitments:

Asset Class

  Unfunded
Commitment
 

Corporate Bank Debt

 

$

640,000

   


55


FPA FLEXIBLE FIXED INCOME FUND
SHAREHOLDER EXPENSE EXAMPLE

June 30, 2022 (Unaudited)

Fund Expenses

Mutual fund shareholders generally incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory and administrative fees; shareholder service fees; and other Fund expenses. The Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the year and held for the entire year.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The information in the table under the heading "Hypothetical Performance (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the information under the heading "Hypothetical Performance (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Even though the Fund does not charge transaction fees, if you purchase shares through a broker, the broker may charge you a fee. You should evaluate other mutual funds' transaction fees and any applicable broker fees to assess the total cost of ownership for comparison purposes.

   

Actual Performance

  Hypothetical Performance
(5% return before expenses)
 

Advisor Class

 

Beginning Account Value December 31, 2021

 

$

1,000.00

   

$

1,000.00

   

Ending Account Value June 30, 2022

 

$

971.10

   

$

1,021.92

   

Expenses Paid During Period(a)

 

$

2.83

   

$

2.91

   

Institutional Class

 

Beginning Account Value December 31, 2021

 

$

1,000.00

   

$

1,000.00

   

Ending Account Value June 30, 2022

 

$

971.50

   

$

1,022.32

   

Expenses Paid During Period(b)

 

$

2.44

   

$

2.51

   

(a)  Expenses are equal to the Fund's annualized expense ratio of 0.58%, multiplied by the average account value over the period and prorated for the six-months ended June 30, 2022 (181/365 days).

(b)  Expenses are equal to the Fund's annualized expense ratio of 0.50%, multiplied by the average account value over the period and prorated for the six-months ended June 30, 2022 (181/365 days).


56


FPA FLEXIBLE FIXED INCOME FUND
TRUSTEE AND OFFICER INFORMATION

(Unaudited)

Sandra Brown, Mark L. Lipson, Alfred E. Osborne, Jr., and Robert F. Goldrich are all Trustees of the Fund who are not "interested persons" of the Fund, as that term is defined in the 1940 Act (collectively, the "Independent Trustees"). Trustees serve until their resignation, removal or retirement. The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request by calling (800) 982-4372.

Name, Address(1)
and Year of Birth
  Position(s)
Held with
the Fund
  Year First
Elected as
Trustee of
the Fund
  Principal Occupation(s)
During the
Past Five Years
  Number of
FPA Funds
Overseen
by Trustee
  Other
Directorships
Held by Trustee
During the Past
Five Years
 

Independent Trustees

 
Sandra Brown,
1955
 

Trustee

 

2016

 

Consultant (since 2009). Formerly, CEO and President of Transamerica Financial Advisers, Inc. (1999-2009); President, Transamerica Securities Sales Corp. (1998-2009); Vice President, Bank of America Mutual Fund Administration (1990-1998). Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020).

 

7

 

None

 
Robert F. Goldrich,
1962
 

Trustee

 

2022

 

Formerly, President/CFO of the Leon Levy Foundation (2015-2022). Director/Trustee of each FPA Fund (since 2022).

 

7

 

Uluru, Inc. (2015-2017)

 
Mark L. Lipson,
1949
 

Trustee & Chairman

 

2015

 

Managing Member, ML2 Advisors, LLC (since 2014). Formerly Managing Director, Bessemer Trust (2007-2014) and US Trust (2003-2006); Chairman and CEO of the Northstar Mutual Funds (1993-2001); and President and CEO of the National Mutual Funds (1988-1993). Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020).

 

7

 

None

 

Alfred E. Osborne, Jr., 1944

 

Trustee

 

2002

 

Formerly UCLA professor, retired effective July 2022. Dr. Osborne served at UCLA's John E. Anderson School of Management in several capacities for 50 years. He was formerly Senior Associate Dean, (July 2003-June 2022), Interim Dean (July 2018-June 2019), Professor (July 1972-June 2022) and Faculty Director, Price Center for Entrepreneurship and Innovation (July 1984-June 2022). He is a Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020).

 

7

 

Kaiser Aluminum, Wedbush Capital and Waverley Capital Acquisition Corporation

 


57


FPA FLEXIBLE FIXED INCOME FUND
TRUSTEE AND OFFICER INFORMATION
(Continued)

(Unaudited)

Name, Address(1)
and Year of Birth
  Position(s)
Held with
the Fund
  Year First
Elected as
Trustee of
the Fund
  Principal Occupation(s)
During the
Past Five Years
  Number of
FPA Funds
Overseen
by Trustee
  Other
Directorships
Held by Trustee
During the Past
Five Years
 

"Interested" Trustees(2)

 
Steven Romick,
1963
 

Trustee

 

2002

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since 2018). Vice President (since 2015) and Portfolio Manager of FPA Crescent Fund (since 1993) and of Source Capital, Inc. (since 2015). Formerly, Managing Partner of FPA (2010-2018). Formerly, President of the Trust (2002-2015).

 

2

 

None

 

J. Richard Atwood, 1960

 

Trustee

 

2016

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since October 2018). Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020). President of each FPA Fund (since 2015). Formerly, Managing Partner of FPA (2006-2018).

 

7

 

None

 

(1)  The address of each Trustee is 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025.

(2)  "Interested person" within the meaning of the 1940 Act by virtue of their affiliation with the Fund's Adviser.


58


FPA FLEXIBLE FIXED INCOME FUND
TRUSTEE AND OFFICER INFORMATION
(Continued)

(Unaudited)

Officers of the Fund. Officers of the Fund are elected annually by the Board.

Name, Address(1)
and Year of Birth
  Position
with Fund
  Year First
Elected as
Officer of the
Fund
  Principal Occupation(s)
During the Past Five Years
 
J. Richard Atwood,
1960
 

President

 

2002

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since 2018). Director/Trustee of each FPA Fund (Bragg Capital Trust since 2020). Formerly, Managing Partner of FPA.

 
Thomas. H. Atteberry,
1953
 

Vice President and Portfolio Manager

 

2018

 

Partner of FPA. Formerly Chief Executive Officer of the Fund (until 2015). Vice President and Portfolio Manager of FPA Flexible Fixed Income Fund (since 2018).

 
Abhijeet Patwardhan,
1979
 

Vice President and Portfolio Manager

 

2018

 

Partner (since 2017) and a Director of Research (since 2015) of FPA; Managing Director of FPA from 2015 to 2017, Senior Vice President of FPA from 2014 to 2015; Analyst and Vice President of FPA from 2010 to 2013. Vice President and Portfolio Manager of FPA Flexible Fixed Income Fund (since 2018).

 
Karen E. Richards,
1969
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer of FPA (since 2018); and Chief Compliance Officer of each FPA Fund (since 2019, except Bragg Capital Trust since 2020). Formerly, Deputy Chief Compliance Officer of First Republic Investment Management, LLC (from 2016 to 2018), and Vice President, Senior Compliance Officer of Pacific Investment Management Company (from 2010 to 2016).

 
E. Lake Setzler III,
1967
 

Treasurer

 

2006

 

Managing Director and CFO of the Adviser (since 2022); and Treasurer of each FPA Fund (Bragg Capital Trust since 2020). Formerly, Senior Vice President and Controller of FPA.

 
Rebecca D. Gilding,
1979
 

Secretary

 

2019

 

Vice President and Counsel, State Street Bank and Trust Company (since 2016); and Secretary of each FPA Fund (since 2019, except Bragg Capital Trust since 2020). Formerly, Assistant Vice President and Associate Counsel, Brown Brothers Harriman & Co. (2013 to 2016).

 

(1)  The address for each Officer (except Ms. Gilding) is 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025. Ms. Gilding's address is State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111.


59


FPA FLEXIBLE FIXED INCOME FUND

(Unaudited)

INVESTMENT ADVISER

First Pacific Advisors, LP
11601 Wilshire Boulevard, Suite 1200
Los Angeles, CA 90025

TRANSFER & SHAREHOLDER
SERVICE AGENT

UMB Fund Services, Inc.
P.O. Box 2175
Milwaukee, WI 53201-2175
or
235 West Galena Street
Milwaukee, WI 53212-3948
(800) 638-3060

CUSTODIAN AND ADMINISTRATOR

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Advisor Class:
TICKER SYMBOL: FPFAX
CUSIP: 30254T650
Institutional Class:
TICKER SYMBOL: FPFIX
CUSIP: 30254T718

DISTRIBUTOR

UMB Distribution Services, LLC
235 West Galena Street
Milwaukee, Wisconsin 53212-3948

LEGAL COUNSEL

Dechert LLP
One Bush Street, Suite 1600
San Francisco, California 94104

INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Ernst & Young LLP
725 South Figueroa Street
Los Angeles, California 90017

This report has been prepared for the information of shareholders of FPA FLEXIBLE FIXED INCOME FUND, and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. The financial information included in this report has been taken from the records of the Fund without examination by independent auditors.

A description of the policies and procedures that the Adviser uses to vote proxies related to the Fund's portfolio securities is set forth in the Fund's Statement of Additional Information which is available without charge, upon request, on the Fund's website at www.fpa.com or by calling (800) 982-4372 and on the Securities and Exchange Commission's website at www.sec.gov.

The Fund's complete proxy voting record for the 12 months ended June 30, 2022 is available without charge, upon request by calling (800) 982-4372 and on the SEC's website at www.sec.gov.

The Fund's schedule of portfolio holdings, filed the first and third quarter of the Fund's fiscal year on Form N-PORT with the SEC, is available on the SEC's website at www.sec.gov.

Additional information about the Fund is available online at www.fpa.com. This information includes, among other things, holdings, top sectors, and performance, and is updated on or about the 15th business day after the end of each quarter.


 

(b)Not Applicable.

 

Item 2. Code of Ethics.

 

Not applicable to this semi-annual report.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable to this semi-annual report.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable to this semi-annual report.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to this semi-annual report.

 

Item 6. Investments.

 

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

 

(b)       Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors.

 

Item 11. Controls and Procedures.

 

(a)The principal executive officer and principal financial officer of the registrant have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of the disclosure controls and procedures as of a date within 90 days of the filing date of this report.

 

 

 

 

(b)There have been no significant changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.

 

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

 

Not applicable.

 

Item 13. Exhibits.

 

(a)(1)Not applicable.

 

(a)(2)The certifications required by Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto.

 

(a)(3)Not applicable.

 

(a)(4)Not applicable.

 

(b)The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

 

 

 

SIGNATURES

 

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

 

FPA FUNDS TRUST

 

By: /s/ J. Richard Atwood  
  J. Richard Atwood  
  President (principal executive officer)  

 

Date: September 7, 2022  

 

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

 

By: /s/ J. Richard Atwood  
  J. Richard Atwood  
  President (principal executive officer)  

 

Date: September 7, 2022  

 

By: /s/ E. Lake Setzler III  
  E. Lake Setzler III  
  Treasurer (principal financial officer)  

 

Date: September 7, 2022