We hope that investors will find FPA commentaries helpful to understand application of the same investment

discipline in various markets, and can refer to particular items that interest them.

You should consider the Fund’s investment objectives, risks, and charges and expenses carefully before you

invest. The Prospectus details the Fund's objective and policies, sales charges, and other matters of interest

to the prospective investor. Please read this Prospectus carefully before investing. The Prospectus may be

obtained by visiting the website at www.fpafunds.com, by email at crm@fpafunds.com, toll-free by calling 1-

800-982-4372 or by contacting the Fund in writing.

Average Annual Total Returns

As of March 31, 2014

Fund/Index MTD YTD 1 Year 3 Years** 5 Years** 10 Years** Since Inception** FPA Crescent 0.84 % 2.03 % 16.05 % 10.63 % 15.83 % 8.55 % 11.18 %

S&P 500 0.84 % 1.81 % 21.86 % 14.66 % 21.16 % 7.42 % 9.16 %

CPI 0.20 % 0.45 % 1.42 % 1.84 % 2.09 % 2.33 % 2.39 %

60% S&P500/40% BC Agg 0.44 % 1.87 % 12.72 % 10.40 % 14.64 % 6.52 % 8.11 %

60% R2500/40% BC Gov/Credit -0.26 % 2.21 % 13.87 % 10.34 % 17.33 % 7.88 % 9.35 %

** Annualized. A redemption fee of 2.00% will be imposed on redemptions of shares within 90 days. Expense ratio as of most recent prospectus is 1.26%.

Past performance is no guarantee of future results and current performance may be higher or lower than the

performance shown. This data represents past performance and investors should understand that

investment returns and principal values fluctuate, so that when you redeem your investment it may be worth

more or less than its original cost. Current month-end performance data may be obtained by calling toll-free,

1-800-982-4372.

The Fund commenced investment operations on June 2, 1993. The performance shown for periods prior to March 1,

1996 reflects the historical performance of a predecessor fund. FPA assumed control of the predecessor fund on

March 1, 1996. The FPA Crescent Fund's objectives, policies, guidelines and restrictions are, in all material respects,

equivalent to those of the predecessor fund.

Dear Shareholders:

The FPA Crescent Fund returned 2.03% for the first quarter with an average exposure to equities of 50.8%. The S&P 500 returned 1.81%. Winners added 1.23% in the quarter and losers detracted 0.41%. Not much can be gleaned from this other than maybe we shouldn’t have invested in companies that begin with the letters c-i-t.

Winners Losers

Microsoft WPP

Alcoa Tesco

Oracle Owens Illinois

Thermo Fisher Citigroup

Covidien CIT Group

Economy

Despite some modest retrenchment in quantitative easing, the world remains awash in liquidity. We wish we could tell you how this all ends but it’s beyond us. What we do know is that just because really smart people design something to happen doesn’t mean it will. Central bankers say they have everything under control, but that isn’t helping us sleep at night.

Investments

We feel a little out of whack in today’s investment environment. We’d like to think it’s due to central bank policies, but maybe not. We do know that: junk bond yields are close to an all-time low, as is the benchmark risk-free rate and covenant-lite loans are at a record high. The once-dicey sovereign debt of both Spain and Italy trades just 50 bps above comparable 10-year U.S. Treasuries and is apparently not so risky anymore. And, we can only wonder what buyers of Mexico’s $1.66 billion, 100-year sterling bond at a lowly yield of 5.75% were thinking. Equally remarkable is how few companies are trading at low multiples and even fewer companies are trading at steep declines from their highs – as the following two charts depict.

FPA Crescent Fund

First Quarter 2014 Commentary

1

Suffice to say we aren’t seeing much in the way of fat pitches today, so we are comfortable just letting someone else swing at the junk that whizzes past us. We can, however, speak to what we think we do well – patiently wait for opportunity to invest in good assets at reasonable prices. This doesn’t mean we’re napping in the dugout. We have selectively entered the game, recently taking advantage of our broad mandate, as illustrated by the initiation of a handful of new positions, largely in emerging markets and commodity sensitive businesses. We will communicate more about these when we are no longer active in the market.

Conclusion

We sometimes hear portfolio managers grumble about the short-term thinking of their clients. Emotion all too frequently guides investors, whether they are individuals or professionals buying and selling stocks, bonds, mutual funds and the like. We give thanks every day that passion can overwhelm reason and drive securities (and the markets) to be either oversold or overbought, creating a transactional

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014

0.0%

20.0%

40.0%

60.0%

80.0%

1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014

Percentage of Stocks with Trailing LTM P/E* < 13X Russell 3000

Stock Price Decline > 50% vs 5-Year High Russell 3000

Source: Capital IQ. *LTM P/E is referring to the last twelve months price-to-earnings ratio, or price of a stock divided by its earnings per share.

Source: Capital IQ.

2

opportunity. The second derivative hope that all our clients will act dispassionately is therefore unrealistic.

We thank those of you who take the time to understand how we invest, realizing that neither our value-based philosophy nor our detailed and risk-adverse strategy will always be in vogue. We write comprehensive letters with the hope that they will inform you about our process so that you, like our Contrarian team, can make the best decision for your portfolio.

We endeavor to serve you well over the long term and are grateful for both your time and interest.

Respectfully submitted,

Steven Romick

President

April 25, 2014

To view portfolio holdings from the most recent quarter end, please refer to the end of this document or at http://www.fpafunds.com/docs/funf-holdings/crescent-3-14.pdf?sfvrsn=8

Portfolio composition will change due to ongoing management of the fund. References to individual securities are

for informational purposes only and should not be construed as recommendations by the Funds, Advisor or

Distributor.

The discussions of Fund investments represent the views of the Fund's managers at the time of each report and are subject to change without notice. These views may not be relied upon as investment advice or as an indication of trading intent on behalf of any First Pacific Advisors portfolio. Security examples featured are samples for presentation purposes and are intended to illustrate our investment philosophy and its application. It should not be assumed that most recommendations made in the future will be profitable or will equal the performance of the securities. 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. S&P 500 Index includes a representative sample of 500 leading 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. Russell 2500 Index is an unmanaged index comprised of 2,500 stocks of U.S. companies with small market capitalizations. Barclays Capital Government/Credit Index is an unmanaged index of investment grade bonds, including U.S. Government Treasury bonds, corporate bonds, and yankee bonds. Balanced Benchmark (60% R2500/40% BCGC) is a hypothetical combination of unmanaged indices comprised of 60% Russell 2500 Index and 40% Barclays Capital Government/ Credit Index, reflecting the Fund's neutral mix of 60% stocks and 40% bonds. Barclays Aggregate 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. The Consumer Price Index is an unmanaged index representing the rate of the inflation of the U.S. consumer prices as determined by the U.S. Department of Labor Statistics. There can be no guarantee that the CPI of other indexes will reflect the exact level of inflation at any given time. The CPI shown here is used to illustrate the Fund’s purchasing power against changes in the prices of goods as opposed to a benchmark which is used to compare Fund’s performance. 60% S&P500/ 40% Barclays Aggregate Index is a hypothetical combination of unmanaged indices comprised of 60% S&P 500 Index and 40% Barclays Aggregate Index, the Fund's neutral mix of 60% stocks and 40% bonds. These indices do not reflect any commissions or fees which would be incurred by an investor purchasing the stocks they

3

represent. The performance of the Fund and of the Indices is computed on a total return basis which includes reinvestment of all distributions. It is not possible to invest in an index. 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 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. Small and mid-cap stocks involve greater risks and they can 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. Lower rated bonds, callable bonds and other types of debt obligations involve greater risks. Mortgage securities and asset backed securities are subject to prepayment risk and the risk of default on the underlying mortgages or other assets; derivatives may increase volatility.

The FPA Funds are distributed by UMB Distribution Services, LLC, 803 W. Michigan Street, Milwaukee, WI, 53233.

4

CUSIP/SEDOL TICKER SHARES SECURITY MKT PRICE ($) MKT VALUE ($) COUPON RATE

MATURITY

DATE

% OF NET

ASSET

VALUE

INVESTMENT SECURITIES:

013817101 AA 19,175,000 ALCOA INC. 12.87 246,782,250.00 1.42%

017175100 Y 268,776 ALLEGHANY CORPORATION 407.38 109,493,966.88 0.63%

026874784 AIG 5,935,000 AMERICAN INTERNATIONAL GROUP, INC. 50.01 296,809,350.00 1.71%

032654105 ADI 3,522,000 ANALOG DEVICES, INC. 53.14 187,159,080.00 1.08%

03524A108 BUD 1,990,000 ANHEUSER-BUSCH INBEV SA/NV - ADR * 105.30 209,547,000.00 1.21%

37389103 AON 5,995,000 AON* 84.28 505,258,600.00 2.90%

013417504 ARRS 7,098,800 ARRIS GROUP, INC. 28.18 200,044,184.00 1.15%

009873597 BAC 3,801,200 BANK OF AMERICA CORPORATION 17.20 65,380,640.00 0.38%

064058100 BK 3,205,000 BANK OF NEW YORK MELLON CORPORATION 35.29 113,104,450.00 0.65%

BENN A 511,472 BENNU OIL & GAS SERIES A 58.00 29,665,381.22 0.17%

BENN B 72,957 BENNU OIL & GAS SERIES A - - 0.00%

136385101 CNQ 5,176,500 CANADIAN NATURAL RESOURCES LIMITED * 38.37 198,622,305.00 1.14%

14170T101 CFN 4,325,000 CAREFUSION CORPORATION 40.22 173,951,500.00 1.00%

M22465104 CHKP 2,680,000 CHECK POINT SOFTWARE TECHNOLOGIES LTD. 67.63 181,248,400.00 1.04%

17275R102 CSCO 10,337,200 CISCO SYSTEMS 22.41 231,656,652.00 1.33%

125581801 CIT 2,505,300 CIT GROUP 49.02 122,809,806.00 0.71%

172967424 C 2,305,000 CITIGROUP 47.60 109,718,000.00 0.63%

G2554F105 COV 4,851,700 COVIDIEN PLC * 73.66 357,376,222.00 2.06%

126650100 CVS 6,805,000 CVS CAREMARK 74.86 509,422,300.00 2.93%

B1VXKN7 GENM_MK 64,441,700 GENTING MALAYSIA BERHAD * 1.29 82,910,691.22 0.48%38259P508 GOOG 215,700 GOOGLE 1,114.51 240,399,807.00 1.38%

7097328BE GBLB_BB 2,358,735 GROUPE BRUXELLES LAMBERT S.A. * 99.85 235,515,915.77 1.35%

5002465DE HEN_GR 1,061,150 HENKEL AG & CO. KGAA * 100.50 106,641,224.29 0.61%

458140100 INTC 5,727,900 INTEL CORPORATION 25.81 147,837,099.00 0.85%

009978810 IPG 10,351,500 INTERPUBLIC GROUP OF COMPANIES 17.14 177,424,710.00 1.02%

478160104 JNJ 1,835,000 JOHNSON & JOHNSON 98.23 180,252,050.00 1.04%

594918104 MSFT 14,980,000 MICROSOFT 40.99 614,030,200.00 3.53%

B11HK39 NHY_NO 26,646,634 NORSK HYDRO ASA * 4.99 132,836,135.15 0.76%

674599105 OXY 3,688,700 OCCIDENTAL PETROLEUM 95.29 351,496,223.00 2.02%

68389X105 ORCL 14,251,000 ORACLE CORPORATION 41.04 584,861,040.00 3.36%

B1VQF42 ORK_NO 23,328,978 ORKLA ASA 8.53 198,891,201.94 1.14%

OTHER 389,867,428.38 2.24%

690768403 OI 5,815,100 OWENS-ILLINOIS 33.83 196,724,833.00 1.13%

747525103 QCOM 2,100,000 QUALCOMM INCORPORATED 78.86 165,606,000.00 0.95%

758932107 RGS 413,100 REGIS CORP 13.70 5,659,470.00 0.03%

1,146,250 SOUND HOLDINGS FP* 15.68 17,976,638.75 0.10%

H84989104 TEL 1,673,200 TE CONNECTIVTY 60.21 100,743,372.00 0.58%

0884709 TSCO_LN 31,096,050 TESCO PLC* 4.92 153,144,936.65 0.88%

883556102 TMO 3,315,000 THERMO FISHER SCIENTIFIC INC. 120.24 398,595,600.00 2.29%

B12T3J1 UNA_NA 4,300,000 UNILEVER N.V. * 41.10 176,733,010.00 1.02%

92857W209 VOD 2,234,781 VODAFONE GROUP PLC-SP ADR * 36.81 82,262,288.61 0.47%

931142103 WMT 1,220,400 WAL-MART STORES 76.43 93,275,172.00 0.54%

931422109 WAG 2,175,000 WALGREEN 66.03 143,615,250.00 0.83%

94973V107 WLP 2,025,000 WELLPOINT 99.55 201,588,750.00 1.16%

B3DMTY0 WPP_LN 10,134,960 WPP PLC* 20.62 209,016,320.57 1.20%

TOTAL COMMON STOCK (LONG): 9,235,955,454.42 53.10%

053484101 AVB (100,400) AVALONBAY COMMUNITIES 131.32 (13,184,528.00) -0.07%

07317Q105 BTE_CN (113,500) BAYTEX ENERGY CORP.* 41.18 (4,674,315.90) -0.03%

22576C101 CPG_CN (150,000) CRESCENT POINT ENERGY CORP.* 36.51 (5,475,885.00) -0.03%

297178105 ESS (88,200) ESSEX PROPERTY TRUST 170.05 (14,998,410.00) -0.09%

302182100 ESRX (385,427) EXPRESS SCRIPTS, INC. 75.09 (28,941,713.43) -0.17%

313747206 FRT (107,300) FEDERAL REALTY INVESTMEMT TRUST 114.72 (12,309,456.00) -0.07%

40414L109 HCP (226,700) HCP, INC. 38.79 (8,793,693.00) -0.05%

44106M102 HPT (182,300) HOSPITALITY PROPERTIES TRUST 28.72 (5,235,656.00) -0.03%

OTHER (139,531,890.00) -0.80%

71714F104 PMC (320,700) PHARMERICA 27.98 (8,973,186.00) -0.05%

724479100 PBI (401,000) PITNEY BOWES INC. 25.99 (10,421,990.00) -0.06%

92276F100 VTR (61,800) VENTAS 60.57 (3,743,226.00) -0.02%

92343V104 VZ (1,671,900) VERIZON 47.57 (79,532,283.00) -0.46%

TOTAL COMMON STOCK (SHORT): (335,816,232.33) -1.93%

FPA Crescent Fund

Portfolio Holdings

3/31/14

5

CUSIP/SEDOL TICKER SHARES SECURITY MKT PRICE ($) MKT VALUE ($) COUPON RATE

MATURITY

DATE

% OF NET

ASSET

VALUE

FPA Crescent Fund

Portfolio Holdings

3/31/14

122,700,651 ENDEAVOR REGIONAL BANK OPPORTUNITIES FUND, L.P. 113.39 139,133,458.39 0.80%

35,000,000 U.S. FARMING REALTY TRUST I, L.P. 114.74 40,158,545.00 0.23%

6,129,563 U.S. FARMING REALTY TRUST II, L.P. 106.57 6,532,109.79 0.04%

TOTAL LIMITED PARTNERSHIPS: 185,824,113.18 1.07%

215,000,000 JPY PUT 09/09/14 95.00 (BARCLAYS) 0.08 17,148,400.00 0.10%

214,000,000 JPY PUT 09/09/14 95.00 (BANK OF AMERICA) 0.08 17,053,660.00 0.10%11,840,000 SGD CURR 04/04/14 (11.84M SGD @ 1.2535) 0.00 33,039.53 0.00%35,000,000 SGD CURR 04/21/14 (35M SGD @ 1.2555) 0.00 53,188.35 0.00%

125,000,000 SGD CURR 05/02/14 (125M SGD @ 1.2535) 0.00 348,812.66 0.00%100,000,000 SGD CURR 05/16/14 (100M SGD @ 1.2542) 0.00 234,524.82 0.00%250,000,000 SGD CURR 06/13/14 (250M SGD @ 1.2491) 0.01 1,400,165.44 0.01%

92,000,000 SGD CURR 06/13/14 (92M SGD @ 1.26469) (0.01) (392,669.71) 0.00%35,000,000 SGD CURR 06/27/14 (35M SGD @ 1.26464) (0.01) (148,291.04) 0.00%64,141,875 SGD CURR 07/01/14 (64.142M SGD @ 1.25305) 0.00 197,364.43 0.00%

118,300,000 EUR CURRENCY 06/23/14 (118.3M EUR @ 1.39134) 0.01 1,625,442.00 0.01%60,000,000 GBP CURRENCY 04/28/14 (60M GBP @ $1.64915) (0.02) (1,083,000.00) -0.01%

194,350,000 JPY PUT 03/24/22 95.00 (194.35M JPY @ $0.07525) 0.09 16,770,461.50 0.10%TOTAL DERIVATIVES/FUTURES: 53,241,097.97 0.31%

TOTAL OTHER SECURITIES 239,065,211.14 1.38%

63934EAL2 9,259,000 NAVISTAR INTERNATIONAL CORP. 3.00% 10/15/14 101.00 9,351,590.00 3.7500 12/15/2025 0.05%

TOTAL PREFERRED STOCK & CONVERTIBLE BONDS: 9,351,590.00 0.05%

00208JAE8 136,899,000 ATP OIL & GAS CORPORATION 11.875% 05/01/15 1.22 1,670,167.80 11.8750 5/1/2015 0.01%

00208SAU2 13,244,278 ATP OIL & GAS CORPORATION DIP TERM LOAN 03/01/14 1.00 132,442.78 3/1/2014 0.00%

002080ATP 629,414 ATP OIL & GAS CORPORATION 8.50% PS LOAN 12/31/13 46.77 294,376.94 8.5000 12/31/2013 0.00%

02635PTG8 5,216,000 SPRINGLEAF FINANCIAL SERVICES 5.75% 09/15/16 104.94 5,473,540.00 5.7500 9/15/2016 0.03%

02635PTQ6 8,980,000 SPRINGLEAF FINANCIAL SERVICES 6.50% 09/15/17 108.25 9,720,850.00 6.5000 9/15/2017 0.06%

85171RAA2 15,366,000 SPRINGLEAF FINANCIAL SERVICES 6.90% 12/15/17 110.13 16,921,807.50 6.9000 12/15/2017 0.10%

45031UAT8 6,930,000 ISTAR FINANCIAL INC. 6.05% 04/15/15 104.50 7,241,850.00 6.0500 4/15/2015 0.04%

45031UAW1 18,836,000 ISTAR FINANCIAL INC. 5.875% 03/15/16 106.50 20,060,340.00 5.8750 3/15/2016 0.11%

45031UBD2 4,964,000 ISTAR FINANCIAL INC. 5.85% 03/15/17 106.98 5,310,487.20 5.8500 3/15/2017 0.03%

812350AE6 6,654,000 SEARS HOLDINGS CORPORATION 6.625% 10/15/18 91.50 6,088,410.00 6.6250 10/15/2018 0.04%

2,812,796 RELP-1 100.00 2,812,795.83 12.0000 4/17/2016 0.02%

13,509,747 RELP-2 100.00 13,509,747.47 9.0000 10/18/2015 0.08%

6,570,806 RELP-3 100.00 6,570,806.38 9.7500 6/19/2015 0.04%

286,309 RELP-4 100.00 286,309.15 9.0000 12/19/2015 0.00%

2,098,173 RELP-5 100.00 2,098,172.68 9.5000 6/30/2016 0.01%

TOTAL BONDS & NOTES: 98,192,103.73 0.57%

TOTAL CORPORATE BONDS 107,543,693.73 0.62%

340780AA3 1,132,350 FLORIDA MORTGAGE RESOLUTION TRUST SERIES 2012-4A 36.79 416,588.40 5/15/2050 0.00%

854864AA3 6,172,547 STANWICH MORTGAGE LOAN TRUST SERIES 2009-2 44.72 2,760,363.17 2/15/2049 0.01%

85486AAA9 3,757,137 STANWICH MORTGAGE LOAN TRUST SERIES 2010-1 50.58 1,900,359.69 9/15/2047 0.01%

85486BAA7 22,737,180 STANWICH MORTGAGE LOAN TRUST SERIES 2010-2 50.42 11,464,086.32 2/28/2057 0.07%

85486TAA8 13,404,448 STANWICH MORTGAGE LOAN TRUST SERIES 2010-3 50.03 6,706,245.45 7/31/2038 0.04%

85486WAA1 17,869,179 STANWICH MORTGAGE LOAN TRUST SERIES 2010-4 50.50 9,023,935.46 8/31/2049 0.05%

85486XAA9 34,968,284 STANWICH MORTGAGE LOAN TRUST SERIES 2011-1 52.74 18,443,287.28 6/30/2039 0.11%

85486UAA5 19,225,413 STANWICH MORTGAGE LOAN TRUST SERIES 2011-2 53.52 10,289,517.90 9/15/2050 0.06%

85487GAA5 15,532,917 STANWICH MORTGAGE LOAN TRUST SERIES 2012-2 42.50 6,601,489.86 3/15/2047 0.04%

85487FAA7 23,632,844 STANWICH MORTGAGE LOAN TRUST SERIES 2012-4 46.00 10,871,108.13 6/15/2051 0.06%

TOTAL MORTGAGE BACKED SECURITIES 78,476,981.66 0.45%

TOTAL INVESTMENT SECURITIES: 9,325,225,108.63 53.62%

6

CUSIP/SEDOL TICKER SHARES SECURITY MKT PRICE ($) MKT VALUE ($) COUPON RATE

MATURITY

DATE

% OF NET

ASSET

VALUE

FPA Crescent Fund

Portfolio Holdings

3/31/14

CASH & EQUIVALENTS:

31374TCT4 30,517 FNMA POOL #323282 115.24 35,166.87 7.5000 7/1/2028 0.00%

912828QC7 U.S. TREASURY NOTE (various issues) 5,924,860,632.00 34.07%

TOTAL U.S GOVERNMENT AND AGENCIES 5,924,895,798.87 34.07%

SG7254912186 63,000,000 SINGAPORE GOVT. BOND 3.625% 80.15741 50,499,168.30 3.6250 7/1/2014 0.29%

SG55D1991383 SINGAPORE TREASURY BILLS (various issues) 515,604,401.82 2.96%

TOTAL FOREIGN GOVERNMENT AND AGENCIES 566,103,570.12 3.25%

03523TBG2 19,748,000 ANHEUSER-BUSCH INBEV 5.375% 11/15/14 103.07 20,354,320.87 5.3750 11/15/2014 0.12%

084670AV0 48,144,000 BERKSHIRE HATHAWAY INC. 3.20% 02/11/15 102.55 49,370,391.37 3.2000 2/11/2015 0.28%

05565QBH0 62,202,000 BP CAPITAL MARKETS PLC 3.875% 03/10/15 103.31 64,258,398.12 3.8750 3/10/2015 0.37%

20030NAB7 38,361,000 COMCAST CORPORATION 6.50% 01/15/15 104.73 40,175,344.87 6.5000 1/15/2015 0.23%

459200GZ8 69,240,000 INTERNATIONAL BUSINESS MACHINES CORPORATION 0.875% 10/31/14 100.35 69,480,248.95 0.8750 10/31/2014 0.40%

459200HB0 64,385,000 INTERNATIONAL BUSINESS MACHINES CORPORATION 0.55% 02/06/15 100.22 64,524,554.49 0.5500 2/6/2015 0.37%

45974VB49 5,570,000 INTERNATIONAL LEASE FIIN. 5.65% 06/01/14 100.69 5,608,154.50 5.6500 6/1/2014 0.03%

717081DA8 82,763,000 PFIZER INC. 5.35% 03/15/15 104.54 86,523,005.85 5.3500 3/15/2015 0.50%

25468PCQ7 32,260,000 THE WALT DISNEY COMPANY 0.875% 12/01/14 100.44 32,402,182.72 0.8750 12/1/2014 0.19%

TOTAL HIGH GRADE SHORT-TERM CORPORATE BONDS 432,696,601.74 2.49%

CASH & EQUIVALENTS 1,144,105,571.24 6.58%

TOTAL CASH & EQUIVALENTS 8,067,801,541.97 46.39%

TOTAL NET ASSETS: 17,393,026,650.60 100.0%

* Indicates foreign security.

Portfolio Holding Submission Disclosure

The FPA Funds are distributed by UMB Distribution Services, LLC, 803 W. Michigan Street, Milwaukee, WI, 53233.

Except for certain publicly available information incorporated herein, the information contained in these materials is our confidential and proprietary information and is being submitted to you for your

confidential use with the express understanding that, without our prior written permission, you will not release these materials or discuss the information contained herein or make reproductions of or use

these materials for any purpose other than evaluating a potential advisory relationship with First Pacific Advisors.

You should consider the Fund’s investment objectives, risks, and charges and expenses carefully before you invest. The Prospectus details the Fund's objective and policies, sales charges, and other matters

of interest to the prospective investor. Please read this Prospectus carefully before investing. The Prospectus may be obtained by visiting the website at www.fpafunds.com, by email at

crm@fpafunds.com, toll-free by calling 1-800-982-4372 or by contacting the Fund in writing.

Investments in mutual funds carry risks and investors may lose principal value. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic

developments. Certain funds may purchase foreign securities, including American Depository Receipts (ADRs) and other depository receipts, which are subject to interest rate, currency exchange rate,

economic and political risks; this may be enhanced when investing in emerging markets. Small and mid cap stocks involve greater risks and they can fluctuate in price more than larger company stocks. 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. Lower rated bonds, callable bonds and other types of debt obligations involve greater

risks. Mortgage securities and asset backed securities are subject to prepayment risk and the risk of default on the underlying mortgages or other assets; derivatives may increase volatility.

Portfolio composition will change due to ongoing management of the fund. References to individual securities are for informational purposes only and should not be construed as recommendations by the

Funds, Advisor or Distributor.

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