SOURCE CAPITAL /DE/ - Regulatory Filings 2020

40-17G 1 tm208248d1_4017g.htm 40-17G

First Pacific Advisors

11601 Wilshire Boulevard

Los Angeles, CA 90025

February 20, 2020

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

VIA EDGAR

RE: Rule 17g-1 Filing

FPA Capital Fund, Inc. (“Capital”) (File No. 811-01596)

FPA Funds Trust (the “Trust”) (File No. 811-08544)

FPA Paramount Fund, Inc. (“Paramount”) (File No. 811-00852)

FPA New Income, Inc. (“New Income”) (File No. 811-01735)

FPA U.S. Value Fund, Inc. (“U.S. Value”) (File No. 811-03896)

Source Capital, Inc. (“Source”) (File No. 811-01731)

(each an “FPA Fund” and collectively the “Funds”)

Dear Sir or Madam:

Pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (“1940 Act”), on behalf of the Funds, please find enclosed for filing the following:

The Funds’ Joint Investment Company Blanket bond in the amount of $9,550,000 (“Bond”);
A Secretary’s Certificate certifying the resolutions adopted by the members of the Boards of Directors/Trustees of the Funds (including those members who are not “interested persons” of the Funds as defined in the 1940 Act) authorizing the amount, type, form and coverage of the Bond consistent with Rule 17g-1 under the 1940 Act; and
The allocation agreement between each FPA Fund with respect to the Bond.

The fidelity bond premium has been paid for the period December 7, 2019 to December 7, 2020 policy period.

Had Capital, the Trust, Paramount, New Income, U.S. Value and Source not been named as the insureds under the attached joint insured bond, each of Capital, the Trust, Paramount, New Income, U.S. Value and Source would have provided and maintained a single insured bond in the amount of $600,000, $6,500,000, $600,000, $3,700,000, $400,000 and $750,000, respectively. These amounts are at least the minimum required amounts pursuant to Rule 17g-1(d).

Please contact me at (617) 662-3968 if you have any questions.

Very truly yours,

| /s/ Rebecca
Gilding |
| --- |
| Rebecca Gilding |
| Secretary of the Funds |

Enclosures

cc: J. Richard Atwood

Field: Page; Sequence: 1

Field: /Page

AON RISK INSURANCE SERVICES WEST, INC.

ATTN: Joseph McGoldrick

707 WILSHIRE BLV., #2600

LOS ANGELES, CA 90017

INSURED: FPA FUNDS TRUST

PRODUCT: DFIBond

POLICY NO: 82473034

TRANSACTION: RENL

Field: Page; Sequence: 2

Field: /Page

| Insured: | FPA
FUNDS TRUST |
| --- | --- |
| Producer: | AON
RISK INSURANCE SERVICES WEST, INC. |
| Company: | FEDERAL
INSURANCE COMPANY |

THIS BILLING IS TO BE ATTACHED TO AND FORM PART OF THE BOND REFERENCED BELOW.

NOTE: PLEASE RETURN THIS BILL WITH REMITTANCE AND NOTE HEREON ANY CHANGES. BILL WILL BE RECEIPTED AND RETURNED TO YOU PROMPTLY UPON REQUEST.

PLEASE REMIT TO PRODUCER INDICATED ABOVE. PLEASE REFER TO:

| EFFECTIVE
DATE | BOND
NUMBER | COVERAGE | PREMIUM |
| --- | --- | --- | --- |
| December 7,
2019 | 82473034 | ICAP
Bond | $ 24,230.00 |
| To | | | |
| December 7,
2020 | | | |
| 17.5%
Commission | | | |
| | | TOTAL | $ 24,230.00 |

Field: Page; Sequence: 3

Field: /Page Field: Split-Segment; Name: 1

| Chubb
Group of Insurance Companies | DECLARATIONS |
| --- | --- |
| 202B Hall’s Mill Road | FINANCIAL INSTITUTION INVESTMENT |
| Whitehouse Station, NJ 08889 | COMPANY ASSET PROTECTION BOND |
| NAME OF ASSURED (including its Subsidiaries ): | Bond Number: 82473034 |
| FPA FUNDS TRUST | |
| 11601 WILSHIRE BLVD SUITE 1200 | |
| | FEDERAL INSURANCE
COMPANY |
| LOS ANGELES, CA 90025 | Incorporated
under the laws of Indiana |
| | a
stock insurance company herein called the COMPANY |
| | Capital
Center, 251 North Illinois, Suite 1100 |
| | Indianapolis, IN
46204-1927 |

ITEM 1. BOND PERIOD: from 12:01 a.m. on December 7, 2019

to 12:01 a.m. on December 7, 2020

ITEM 2. LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:

If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and any other reference shall be deemed to be deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company.

| INSURING
CLAUSE | | SINGLE
LOSS — LIMIT
OF LIABILITY | DEDUCTIBLE — AMOUNT |
| --- | --- | --- | --- |
| 1. | Employee | $ 9,550,000 | $ 0 |
| 2. | On Premises | $ 9,550,000 | $ 50,000 |
| 3. | In Transit | $ 9,550,000 | $ 50,000 |
| 4. | Forgery or Alteration | $ 9,550,000 | $ 50,000 |
| 5. | Extended Forgery | $ 9,550,000 | $ 50,000 |
| 6. | Counterfeit Money | $ 9,550,000 | $ 50,000 |
| 7. | Threats to Person | $ Not
Covered | $ N/A |
| 8. | Computer System | $ 9,550,000 | $ 50,000 |
| 9. | Voice Initiated Funds Transfer Instruction | $ 9,550,000 | $ 50,000 |
| 10. | Uncollectible Items of Deposit | $ 9,550,000 | $ 50,000 |
| 11. | Audit Expense | $ 50,000 | $ 5,000 |

ITEM 3. THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:

O THE TERMS OF THE FOLLOWING SIMULTANEOUSLY HEREWITH: ENDORSEMENTS EXECUTED

1-17

IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be valid unless also signed by an authorized representative of the Company.

●		●
Secretary		President
Countersigned
by	December 6,
2019	●
		Authorized
Representative

| ICAP
Bond (5-98) - Federal | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
1 of 1 |

Field: Page; Sequence: 4

Field: /Page

Field: Split-Segment; Name: 2

| | The
COMPANY, in consideration of payment of the required premium, and in reliance on the APPLICATION and all other statements
made and information furnished to the COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this Bond and
to all other terms and conditions of this Bond, agrees to pay the ASSURED for: |
| --- | --- |
| Insuring
Clauses | |
| Employee | 1. Loss
resulting directly from Larceny or Embezzlement committed by any Employee , alone or in collusion with
others. |
| On
Premises | 2. Loss
of Property resulting directly from robbery, burglary, false pretenses, common law or statutory larceny, misplacement,
mysterious unexplainable disappearance, damage, destruction or removal, from the possession, custody or control of the ASSURED,
while such Property is lodged or deposited at premises located anywhere. |
| In
Transit | 3. Loss
of Property resulting directly from common law or statutory larceny, misplacement, mysterious unexplainable disappearance,
damage or destruction, while the Property is in transit anywhere: |
| | a. in
an armored motor vehicle, including loading and unloading thereof, |
| | b. in
the custody of a natural person acting as a messenger of the ASSURED, or |
| | c. in
the custody of a Transportation Company and being transported in a conveyance other than an armored motor vehicle provided,
however, that covered Property transported in such manner is limited to the following: |
| | (1) written
records, |
| | (2) securities
issued in registered form, which are not endorsed or are restrictively endorsed, or |
| | (3) negotiable
instruments not payable to bearer, which are not endorsed or are restrictively endorsed. |
| | Coverage
under this INSURING CLAUSE begins immediately on the receipt of such Property by the natural person or Transportation
Company and ends immediately on delivery to the premises of the addressee or to any representative of the addressee located
anywhere. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
1 of 19 |

Field: Page; Sequence: 5

Field: /Page

| Insuring
Clauses | |
| --- | --- |
| (continued) | |
| Forgery
Or Alteration | 4. Loss
resulting directly from: |
| | a. Forgery on, or fraudulent material alteration of, any bills of exchange, checks, drafts, acceptances, certificates of deposits,
promissory notes, due bills, money orders, orders upon public treasuries, letters of credit, other written promises, orders
or directions to pay sums certain in money, or receipts for the withdrawal of Property , or |
| | b. transferring,
paying or delivering any funds or other Property , or establishing any credit or giving any value in reliance on any
written instructions, advices or applications directed to the ASSURED authorizing or acknowledging the transfer, payment,
delivery or receipt of funds or other Property , which instructions, advices or applications fraudulently purport to
bear the handwritten signature of any customer of the ASSURED, or shareholder or subscriber to shares of an Investment
Company , or of any financial institution or Employee but which instructions, advices or applications either bear
a Forgery or have been fraudulently materially altered without the knowledge and consent of such customer, shareholder,
subscriber, financial institution or Employee ; |
| | excluding,
however, under this INSURING CLAUSE any loss covered under INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING
CLAUSE 5. is provided for in the DECLARATIONS of this Bond. |
| | For
the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile signature is treated the same as a handwritten signature. |
| Extended
Forgery | 5. Loss
resulting directly from the ASSURED having, in good faith, and in the ordinary course of business, for its own account or
the account of others in any capacity: |
| | a. acquired,
accepted or received, sold or delivered, or given value, extended credit or assumed liability, in reliance on any original Securities, documents or other written instruments which prove to: |
| | (1) bear
a Forgery or a fraudulently material alteration, |
| | (2) have
been lost or stolen, or |
| | (3) be Counterfeit , or |
| | b. guaranteed
in writing or witnessed any signatures on any transfer, assignment, bill of sale, power of attorney, guarantee, endorsement
or other obligation upon or in connection with any Securities, documents or other written instruments . |
| | Actual
physical possession, and continued actual physical possession if taken as collateral, of such Securities, documents or
other written instruments by an Employee, Custodian , or a Federal or State chartered deposit institution of the
ASSURED is a condition precedent to the ASSURED having relied on such items. Release or return of such collateral is an acknowledgment
by the ASSURED that it no longer relies on such collateral. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
2 of 19 |

Field: Page; Sequence: 6

Field: /Page

| Insuring
Clauses | |
| --- | --- |
| Extended
Forgery (continued) | For
the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile signature is treated the same as a handwritten signature. |
| Counterfeit
Money | 6. Loss
resulting directly from the receipt by the ASSURED in good faith of any Counterfeit money. |
| Threats
To Person | 7. Loss
resulting directly from surrender of Property away from an office of the ASSURED as a result of a threat communicated
to the ASSURED to do bodily harm to an Employee as defined in SECTION 1.e. (1), (2) and (5), a Relative or invitee of such Employee , or a resident of the household of such Employee , who is, or allegedly is, being
held captive provided, however, that prior to the surrender of such Property : |
| | a. the Employee who receives the threat has made a reasonable effort to notify an officer of the ASSURED who is not involved
in such threat, and |
| | b. the
ASSURED has made a reasonable effort to notify the Federal Bureau of Investigation and local law enforcement authorities concerning
such threat. |
| | It
is agreed that for purposes of this INSURING CLAUSE, any Employee of the ASSURED, as set forth in the preceding paragraph,
shall be deemed to be an ASSURED hereunder, but only with respect to the surrender of money, securities and other tangible
personal property in which such Employee has a legal or equitable interest. |
| Computer
System | 8. Loss
resulting directly from fraudulent: |
| | a. entries
of data into, or |
| | b. changes
of data elements or programs within, |
| | a Computer System , provided the fraudulent entry or change causes: |
| | (1) funds
or other property to be transferred, paid or delivered, |
| | (2) an
account of the ASSURED or of its customer to be added, deleted, debited or credited, or |
| | (3) an
unauthorized account or a fictitious account to be debited or credited. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
3 of 19 |

Field: Page; Sequence: 7

Field: /Page

| Insuring
Clauses | |
| --- | --- |
| (continued) | |
| Voice
Initiated Funds Transfer Instruction | 9. Loss
resulting directly from Voice Initiated Funds Transfer Instruction directed to the ASSURED authorizing the transfer
of dividends or redemption proceeds of Investment Company shares from a Customer’s account, provided such Voice Initiated Funds Transfer Instruction was: |
| | a. received
at the ASSURED’S offices by those Employees of the ASSURED specifically authorized to receive the Voice Initiated
Funds Transfer Instruction , |
| | b. made
by a person purporting to be a Customer , and |
| | c. made
by said person for the purpose of causing the ASSURED or Customer to sustain a loss or making an improper personal
financial gain for such person or any other person. |
| | In
order for coverage to apply under this INSURING CLAUSE, all Voice Initiated Funds Transfer Instructions must be received
and processed in accordance with the Designated Procedures outlined in the APPLICATION furnished to the COMPANY. |
| Uncollectible
Items of Deposit | 10. Loss
resulting directly from the ASSURED having credited an account of a customer, shareholder or subscriber on the faith of any Items of Deposit which prove to be uncollectible, provided that the crediting of such account causes: |
| | a. redemptions
or withdrawals to be permitted, |
| | b. shares
to be issued, or |
| | c. dividends
to be paid, |
| | from
an account of an Investment Company . |
| | In
order for coverage to apply under this INSURING CLAUSE, the ASSURED must hold Items of Deposit for the minimum number
of days stated in the APPLICATION before permitting any redemptions or withdrawals, issuing any shares or paying any dividends
with respect to such Items of Deposit . |
| | Items
of Deposit shall not be deemed uncollectible until the ASSURED’S standard collection procedures have failed. |
| Audit
Expense | 11. Expense
incurred by the ASSURED for that part of the cost of audits or examinations required by any governmental regulatory authority
or self-regulatory organization to be conducted by such authority, organization or their appointee by reason of the discovery
of loss sustained by the ASSURED and covered by this Bond. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
4 of 19 |

Field: Page; Sequence: 8

Field: /Page

General Agreements

| Additional
Companies Included As Assured | A. If
more than one corporation, or Investment Company , or any combination of them is included as the ASSURED herein: |
| --- | --- |
| | (1) The
total liability of the COMPANY under this Bond for loss or losses sustained by any one or more or all of them shall not exceed
the limit for which the COMPANY would be liable under this Bond if all such loss were sustained by any one of them. |
| | (2) Only
the first named ASSURED shall be deemed to be the sole agent of the others for all purposes under this Bond, including but
not limited to the giving or receiving of any notice or proof required to be given and for the purpose of effecting or accepting
any amendments to or termination of this Bond. The COMPANY shall furnish each Investment Company with a copy of the
Bond and with any amendment thereto, together with a copy of each formal filing of claim by any other named ASSURED and notification
of the terms of the settlement of each such claim prior to the execution of such settlement. |
| | (3) The
COMPANY shall not be responsible for the proper application of any payment made hereunder to the first named ASSURED. |
| | (4) Knowledge
possessed or discovery made by any partner, director, trustee, officer or supervisory employee of any ASSURED shall constitute
knowledge or discovery by all the ASSUREDS for the purposes of this Bond. |
| | (5) If
the first named ASSURED ceases for any reason to be covered under this Bond, then the ASSURED next named on the APPLICATION
shall thereafter be considered as the first named ASSURED for the purposes of this Bond. |
| Representation
Made By Assured | B. The
ASSURED represents that all information it has furnished in the APPLICATION for this Bond or otherwise is complete, true and
correct. Such APPLICATION and other information constitute part of this Bond. |
| | The
ASSURED must promptly notify the COMPANY of any change in any fact or circumstance which materially affects the risk assumed
by the COMPANY under this Bond. |
| | Any
intentional misrepresentation, omission, concealment or incorrect statement of a material fact, in the APPLICATION or otherwise,
shall be grounds for recision of this Bond. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
5 of 19 |

Field: Page; Sequence: 9

Field: /Page

General Agreements

(continued)

| Additional
Offices Or Employees - Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities - Notice To Company | C. If
the ASSURED, other than an Investment Company , while this Bond is in force, merges or consolidates with, or purchases
or acquires assets or liabilities of another institution, the ASSURED shall not have the coverage afforded under this Bond
for loss which has: |
| --- | --- |
| | (1) occurred
or will occur on premises, or |
| | (2) been
caused or will be caused by an employee, or |
| | (3) arisen
or will arise out of the assets or liabilities, |
| | of
such institution, unless the ASSURED: |
| | a. gives
the COMPANY written notice of the proposed consolidation, merger or purchase or acquisition of assets or liabilities prior
to the proposed effective date of such action, and |
| | b. obtains
the written consent of the COMPANY to extend some or all of the coverage provided by this Bond to such additional exposure,
and |
| | c. on
obtaining such consent, pays to the COMPANY an additional premium. |
| Change
Of Control - Notice To Company | D. When
the ASSURED learns of a change in control (other than in an Investment Company ), as set forth in Section 2(a) (9) of
the Investment Company Act of 1940, the ASSURED shall within sixty (60) days give written notice to the COMPANY setting forth: |
| | (1) the
names of the transferors and transferees (or the names of the beneficial owners if the voting securities are registered in
another name), |
| | (2) the
total number of voting securities owned by the transferors and the transferees (or the beneficial owners), both immediately
before and after the transfer, and |
| | (3) the
total number of outstanding voting securities. |
| | Failure
to give the required notice shall result in termination of coverage for any loss involving a transferee, to be effective on
the date of such change in control. |
| Court
Costs And Attorneys’ Fees | E. The
COMPANY will indemnify the ASSURED for court costs and reasonable attorneys’ fees incurred and paid by the ASSURED in
defense, whether or not successful, whether or not fully litigated on the merits and whether or not settled, of any claim,
suit or legal proceeding with respect to which the ASSURED would be entitled to recovery under this Bond. However, with respect
to INSURING CLAUSE 1., this Section shall only apply in the event that: |
| | (1) an Employee admits to being guilty of Larceny or Embezzlement , |
| | (2) an Employee is adjudicated to be guilty of Larceny or Embezzlement , or |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
6 of 19 |

Field: Page; Sequence: 10

Field: /Page

General Agreements

| Court
Costs And Attorneys’ Fees (continued) |
| --- |
| The
ASSURED shall promptly give notice to the COMPANY of any such suit or legal proceeding and at the request of the COMPANY shall
furnish copies of all pleadings and pertinent papers to the COMPANY. The COMPANY may, at its sole option, elect to conduct
the defense of all or part of such legal proceeding. The defense by the COMPANY shall be in the name of the ASSURED through
attorneys selected by the COMPANY. The ASSURED shall provide all reasonable information and assistance as required by the
COMPANY for such defense. |
| If
the COMPANY declines to defend the ASSURED, no settlement without the prior written consent of the COMPANY nor judgment against
the ASSURED shall determine the existence, extent or amount of coverage under this Bond. |
| If
the amount demanded in any such suit or legal proceeding is within the DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no
liability for court costs and attorney’s fees incurred in defending all or part of such suit or legal proceeding. |
| If
the amount demanded in any such suit or legal proceeding is in excess of the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS
for the applicable INSURING CLAUSE, the COMPANY’S liability for court costs and attorney’s fees incurred in defending
all or part of such suit or legal proceedings is limited to the proportion of such court costs and attorney’s fees incurred
that the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE bears to the total of
the amount demanded in such suit or legal proceeding. |
| If
the amount demanded is any such suit or legal proceeding is in excess of the DEDUCTIBLE AMOUNT, if any, but within the LIMIT
OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE, the COMPANY’S liability for court
costs and attorney’s fees incurred in defending all or part of such suit or legal proceedings shall be limited to the
proportion of such court costs or attorney’s fees that the amount demanded that would be payable under this Bond after
application of the DEDUCTIBLE AMOUNT, bears to the total amount demanded. |
| Amounts
paid by the COMPANY for court costs and attorneys’ fees shall be in addition to the LIMIT OF LIABILITY stated in ITEM
2. of the DECLARATIONS. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
7 of 19 |

Field: Page; Sequence: 11

Field: /Page

Field: Split-Segment; Name: 3

| Conditions
and Limitations | |
| --- | --- |
| Definitions | 1. As
used in this Bond: a. Computer
System means a computer and all input, output, processing, storage, off-line media libraries, and communication facilities
which are connected to the computer and which are under the control and supervision of the operating system(s) or
application(s) software used by the ASSURED. b. Counterfeit means an imitation of an actual valid original which is intended to deceive and be taken as the original. c. Custodian means the institution designated by an Investment Company to maintain possession and control of its assets. d. Customer means an individual, corporate, partnership, trust customer, shareholder or subscriber of an Investment Company which has a written agreement with the ASSURED for Voice Initiated Funds Transfer Instruction . e. Employee means: (1) an
officer of the ASSURED, (2) a
natural person while in the regular service of the ASSURED at any of the ASSURED’S premises and compensated directly
by the ASSURED through its payroll system and subject to the United States Internal Revenue Service Form W-2 or equivalent
income reporting plans of other countries, and whom the ASSURED has the right to control and direct both as to the result
to be accomplished and details and means by which such result is accomplished in the performance of such service, (3) a
guest student pursuing studies or performing duties in any of the ASSURED’S premises, (4) an
attorney retained by the ASSURED and an employee of such attorney while either is performing legal services for the ASSURED, (5) a
natural person provided by an employment contractor to perform employee duties for the ASSURED under the ASSURED’S
supervision at any of the ASSURED’S premises, (6) an
employee of an institution merged or consolidated with the ASSURED prior to the effective date of this Bond, (7) a
director or trustee of the ASSURED, but only while performing acts within the scope of the customary and usual duties
of any officer or other employee of the ASSURED or while acting as a member of any committee duly elected or appointed
to examine or audit or have custody of or access to Property of the ASSURED, or |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
8 of 19 |

Field: Page; Sequence: 12

Field: /Page

Conditions and Limitations

Definitions (continued) (8) each natural person, partnership or corporation authorized by written agreement with the ASSURED to perform services as electronic data processor of checks or other accounting records related to such checks but only while such person, partnership or corporation is actually performing such services and not: a. creating, preparing, modifying or maintaining the ASSURED’S computer software or programs, or b. acting as transfer agent or in any other agency capacity in issuing checks, drafts or securities for the ASSURED, (9) any partner, officer or employee of an investment advisor, an underwriter (distributor), a transfer agent or shareholder accounting recordkeeper, or an administrator, for an Investment Company while performing acts coming within the scope of the customary and usual duties of an officer or employee of an Investment Company or acting as a member of any committee duly elected or appointed to examine, audit or have custody of or access to Property of an Investment Company . The term Employee shall not include any partner, officer or employee of a transfer agent, shareholder accounting recordkeeper or administrator: a. which is not an “affiliated person” (as defined in Section 2(a) of the Investment Company Act of 1940) of an Investment Company or of the investment advisor or underwriter (distributor) of such Investment Company , or b. which is a “bank” (as defined in Section 2(a) of the Investment Company Act of 1940). This Bond does not afford coverage in favor of the employers of persons as set forth in e. (4), (5) and (8) above, and upon payment to the ASSURED by the COMPANY resulting directly from Larceny or Embezzlement committed by any of the partners, officers or employees of such employers, whether acting alone or in collusion with others, an assignment of such of the ASSURED’S rights and causes of action as it may have against such employers by reason of such acts so committed shall, to the extent of such payment, be given by the ASSURED to the COMPANY, and the ASSURED shall execute all papers necessary to secure to the COMPANY the rights provided for herein. Each employer of persons as set forth in e.(4), (5) and (8) above and the partners, officers and other employees of such employers shall collectively be deemed to be one person for all the purposes of this Bond; excepting, however, the fifth paragraph of Section 13. Independent contractors not specified in e.(4), (5) or (8) above, intermediaries, agents, brokers or other representatives of the same general character shall not be considered Employees .

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
9 of 19 |

Field: Page; Sequence: 13

Field: /Page

Conditions and Limitations

Definitions (continued) f. Forgery means the signing of the name of another natural person with the intent to deceive but does not mean a signature which consists in whole or in part of one’s own name, with or without authority, in any capacity for any purpose. g. Investment Company means any investment company registered under the Investment Company Act of 1940 and listed under the NAME OF ASSURED on the DECLARATIONS. h. Items of Deposit means one or more checks or drafts drawn upon a financial institution in the United States of America. i. Larceny or Embezzlement means larceny or embezzlement as defined in Section 37 of the Investment Company Act of 1940. j. Property means money, revenue and other stamps; securities; including any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of deposit, certificate of interest or participation in any profit-sharing agreement, collateral trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any interest or instruments commonly known as a security under the Investment Company Act of 1940, any other certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing; bills of exchange; acceptances; checks; withdrawal orders; money orders; travelers’ letters of credit; bills of lading; abstracts of title; insurance policies, deeds, mortgages on real estate and/or upon chattels and interests therein; assignments of such policies, deeds or mortgages; other valuable papers, including books of accounts and other records used by the ASSURED in the conduct of its business (but excluding all electronic data processing records); and, all other instruments similar to or in the nature of the foregoing in which the ASSURED acquired an interest at the time of the ASSURED’S consolidation or merger with, or purchase of the principal assets of, a predecessor or which are held by the ASSURED for any purpose or in any capacity and whether so held gratuitously or not and whether or not the ASSURED is liable therefor. k. Relative means the spouse of an Employee or partner of the ASSURED and any unmarried child supported wholly by, or living in the home of, such Employee or partner and being related to them by blood, marriage or legal guardianship. l. Securities, documents or other written instruments means original (including original counterparts) negotiable or non-negotiable instruments, or assignments thereof, which in and of themselves represent an equitable interest, ownership, or debt and which are in the ordinary course of business transferable by delivery of such instruments with any necessary endorsements or assignments.

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
10 of 19 |

Field: Page; Sequence: 14

Field: /Page

Conditions and Limitations

| Definitions
(continued) | m. Subsidiary means any organization that, at the inception date of this Bond, is named in the APPLICATION or is created during
the BOND PERIOD and of which more than fifty percent (50%) of the outstanding securities or voting rights representing
the present right to vote for election of directors is owned or controlled by the ASSURED either directly or through one
or more of its subsidiaries. n. Transportation
Company means any organization which provides its own or its leased vehicles for transportation or which provides
freight forwarding or air express services. o. Voice
Initiated Election means any election concerning dividend options available to Investment Company shareholders
or subscribers which is requested by voice over the telephone. p. Voice
Initiated Redemption means any redemption of shares issued by an Investment Company which is requested by voice
over the telephone. q. Voice
Initiated Funds Transfer Instruction means any Voice Initiated Redemption or Voice Initiated Election . For
the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise
indicated. |
| --- | --- |
| General
Exclusions - Applicable to All Insuring Clauses | 2. This
bond does not directly or indirectly cover: a. loss
not reported to the COMPANY in writing within sixty (60) days after termination of this Bond as an entirety; b. loss
due to riot or civil commotion outside the United States of America and Canada, or any loss due to military, naval or
usurped power, war or insurrection. This Section 2.b., however, shall not apply to loss which occurs in transit in
the circumstances recited in INSURING CLAUSE 3., provided that when such transit was initiated there was no knowledge
on the part of any person acting for the ASSURED of such riot, civil commotion, military, naval or usurped power, war
or insurrection; c. loss
resulting from the effects of nuclear fission or fusion or radioactivity; d. loss
of potential income including, but not limited to, interest and dividends not realized by the ASSURED or by any customer
of the ASSURED; e. damages
of any type for which the ASSURED is legally liable, except compensatory damages, but not multiples thereof, arising from
a loss covered under this Bond; f. costs,
fees and expenses incurred by the ASSURED in establishing the existence of or amount of loss under this Bond, except to
the extent covered under INSURING CLAUSE 11.; g. loss
resulting from indirect or consequential loss of any nature; |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
11 of 19 |

Field: Page; Sequence: 15

Field: /Page

Conditions and Limitations

| General
Exclusions - Applicable to All Insuring Clauses (continued) | h. loss
resulting from dishonest acts by any member of the Board of Directors or Board of Trustees of the ASSURED who is not an Employee , acting alone or in collusion with others; i. loss,
or that part of any loss, resulting solely from any violation by the ASSURED or by any Employee : (1) of
any law regulating: a. the
issuance, purchase or sale of securities, b. securities
transactions on security or commodity exchanges or the over the counter market, c. investment
companies, d. investment
advisors, or (2) of
any rule or regulation made pursuant to any such law; or j. loss
of confidential information, material or data; k. loss
resulting from voice requests or instructions received over the telephone, provided however, this Section 2.k. shall
not apply to INSURING CLAUSE 7. or 9. |
| --- | --- |
| Specific
Exclusions - Applicable To All Insuring Clauses Except
Insuring Clause 1. | 3. This
Bond does not directly or indirectly cover: a. loss
caused by an Employee , provided, however, this Section 3.a. shall not apply to loss covered under INSURING
CLAUSE 2. or 3. which results directly from misplacement, mysterious unexplainable disappearance, or damage or destruction
of Property ; b. loss
through the surrender of property away from premises of the ASSURED as a result of a threat: (1) to
do bodily harm to any natural person, except loss of Property in transit in the custody of any person acting as
messenger of the ASSURED, provided that when such transit was initiated there was no knowledge by the ASSURED of any such
threat, and provided further that this Section 3.b. shall not apply to INSURING CLAUSE 7., or (2) to
do damage to the premises or Property of the ASSURED; c. loss
resulting from payments made or withdrawals from any account involving erroneous credits to such account; d. loss
involving Items of Deposit which are not finally paid for any reason provided however, that this Section 3.d.
shall not apply to INSURING CLAUSE 10.; e. loss
of property while in the mail; |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
12 of 19 |

Field: Page; Sequence: 16

Field: /Page

Conditions and Limitations

| Specific
Exclusions - Applicable To All Insuring Clauses Except
Insuring Clause 1. (continued) | f. loss
resulting from the failure for any reason of a financial or depository institution, its receiver or other liquidator to
pay or deliver funds or other Property to the ASSURED provided further that this Section 3.f. shall not apply
to loss of Property resulting directly from robbery, burglary, misplacement, mysterious unexplainable disappearance,
damage, destruction or removal from the possession, custody or control of the ASSURED. g. loss
of Property while in the custody of a Transportation Company , provided however, that this Section 3.g.
shall not apply to INSURING CLAUSE 3.; h. loss
resulting from entries or changes made by a natural person with authorized access to a Computer System who acts
in good faith on instructions, unless such instructions are given to that person by a software contractor or its partner,
officer, or employee authorized by the ASSURED to design, develop, prepare, supply, service, write or implement programs
for the ASSURED’s Computer System ; or i. loss
resulting directly or indirectly from the input of data into a Computer System terminal, either on the premises
of the customer of the ASSURED or under the control of such a customer, by a customer or other person who had authorized
access to the customer’s authentication mechanism. |
| --- | --- |
| Specific
Exclusions - Applicable To All Insuring Clauses Except
Insuring Clauses 1., 4., And 5. | 4. This
bond does not directly or indirectly cover: a. loss
resulting from the complete or partial non-payment of or default on any loan whether such loan was procured in good faith
or through trick, artifice, fraud or false pretenses; provided, however, this Section 4.a. shall not apply to INSURING
CLAUSE 8.; b. loss
resulting from forgery or any alteration; c. loss
involving a counterfeit provided, however, this Section 4.c. shall not apply to INSURING CLAUSE 5. or 6. |
| Limit
Of Liability/Non-Reduction And Non-Accumulation Of Liability | 5. At
all times prior to termination of this Bond, this Bond shall continue in force for the limit stated in the applicable
sections of ITEM 2. of the DECLARATIONS, notwithstanding any previous loss for which the COMPANY may have paid or be liable
to pay under this Bond provided, however, that the liability of the COMPANY under this Bond with respect to all loss resulting
from: a. any
one act of burglary, robbery or hold-up, or attempt thereat, in which no Employee is concerned or implicated, or b. any
one unintentional or negligent act on the part of any one person resulting in damage to or destruction or misplacement
of Property , or c. all
acts, other than those specified in a. above, of any one person, or |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
13 of 19 |

Field: Page; Sequence: 17

Field: /Page

Conditions and Limitations

| Limit
Of Liability/Non-Reduction And Non-Accumulation Of Liability (continued) | d. any
one casualty or event other than those specified in a., b., or c. above, shall
be deemed to be one loss and shall be limited to the applicable LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS
of this Bond irrespective of the total amount of such loss or losses and shall not be cumulative in amounts from year
to year or from period to period. All
acts, as specified in c. above, of any one person which i. directly
or indirectly aid in any way wrongful acts of any other person or persons, or ii. permit
the continuation of wrongful acts of any other person or persons whether
such acts are committed with or without the knowledge of the wrongful acts of the person so aided, and whether such acts
are committed with or without the intent to aid such other person, shall be deemed to be one loss with the wrongful acts
of all persons so aided. |
| --- | --- |
| Discovery | 6. This
Bond applies only to loss first discovered by an officer of the ASSURED during the BOND PERIOD. Discovery occurs at the
earlier of an officer of the ASSURED being aware of: a. facts
which may subsequently result in a loss of a type covered by this Bond, or b. an
actual or potential claim in which it is alleged that the ASSURED is liable to a third party, regardless
of when the act or acts causing or contributing to such loss occurred, even though the amount of loss does not exceed
the applicable DEDUCTIBLE AMOUNT, or the exact amount or details of loss may not then be known. |
| Notice
To Company - Proof - Legal Proceedings Against Company | 7. a. The
ASSURED shall give the COMPANY notice thereof at the earliest practicable moment, not to exceed sixty (60) days after
discovery of loss, in an amount that is in excess of 50% of the applicable DEDUCTIBLE AMOUNT, as stated in ITEM 2. of
the DECLARATIONS. b. The
ASSURED shall furnish to the COMPANY proof of loss, duly sworn to, with full particulars within six (6) months after
such discovery. c. Securities
listed in a proof of loss shall be identified by certificate or bond numbers, if issued with them. d. Legal
proceedings for the recovery of any loss under this Bond shall not be brought prior to the expiration of sixty (60) days
after the proof of loss is filed with the COMPANY or after the expiration of twenty-four (24) months from the discovery
of such loss. e. This
Bond affords coverage only in favor of the ASSURED. No claim, suit, action or legal proceedings shall be brought under
this Bond by anyone other than the ASSURED. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
14 of 19 |

Field: Page; Sequence: 18

Field: /Page

Conditions and Limitations

| Notice
To Company - Proof - Legal Proceedings Against Company (continued) | f. Proof
of loss involving Voice Initiated Funds Transfer Instruction shall include electronic recordings of such instructions. |
| --- | --- |
| Deductible
Amount | 8. The
COMPANY shall not be liable under any INSURING CLAUSES of this Bond on account of loss unless the amount of such loss, after
deducting the net amount of all reimbursement and/or recovery obtained or made by the ASSURED, other than from any Bond or
policy of insurance issued by an insurance company and covering such loss, or by the COMPANY on account thereof prior to payment
by the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in ITEM 3. of the DECLARATIONS, and then for such
excess only, but in no event for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the DECLARATIONS. |
| | There
shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company . |
| Valuation | 9. BOOKS
OF ACCOUNT OR OTHER RECORDS |
| | The
value of any loss of Property consisting of books of account or other records used by the ASSURED in the conduct
of its business shall be the amount paid by the ASSURED for blank books, blank pages, or other materials which replace
the lost books of account or other records, plus the cost of labor paid by the ASSURED for the actual transcription or
copying of data to reproduce such books of account or other records. The
value of any loss of Property other than books of account or other records used by the ASSURED in the conduct of
its business, for which a claim is made shall be determined by the average market value of such Property on the
business day immediately preceding discovery of such loss provided, however, that the value of any Property replaced
by the ASSURED with the consent of the COMPANY and prior to the settlement of any claim for such Property shall
be the actual market value at the time of replacement. In
the case of a loss of interim certificates, warrants, rights or other securities, the production of which is necessary
to the exercise of subscription, conversion, redemption or deposit privileges, the value of them shall be the market value
of such privileges immediately preceding their expiration if said loss is not discovered until after their expiration.
If no market price is quoted for such Property or for such privileges, the value shall be fixed by agreement between
the parties. OTHER
PROPERTY The
value of any loss of Property , other than as stated above, shall be the actual cash value or the cost of repairing
or replacing such Property with Property of like quality and value, whichever is less. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
15 of 19 |

Field: Page; Sequence: 19

Field: /Page

Conditions and Limitations

(continued)

| Securities
Settlement | 10. In
the event of a loss of securities covered under this Bond, the COMPANY may, at its sole discretion, purchase replacement
securities, tender the value of the securities in money, or issue its indemnity to effect replacement securities. The
indemnity required from the ASSURED under the terms of this Section against all loss, cost or expense arising from
the replacement of securities by the COMPANY’S indemnity shall be: a. for
securities having a value less than or equal to the applicable DEDUCTIBLE AMOUNT - one hundred (100%) percent; b. for
securities having a value in excess of the DEDUCTIBLE AMOUNT but within the applicable LIMIT OF LIABILITY - the percentage
that the DEDUCTIBLE AMOUNT bears to the value of the securities; c. for
securities having a value greater than the applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE AMOUNT and
portion in excess of the applicable LIMIT OF LIABILITY bears to the value of the securities. The
value referred to in Section 10.a., b., and c. is the value in accordance with Section 9, Valuation, regardless
of the value of such securities at the time the loss under the COMPANY’S indemnity is sustained. The
COMPANY is not required to issue its indemnity for any portion of a loss of securities which is not covered by this Bond;
however, the COMPANY may do so as a courtesy to the ASSURED and at its sole discretion. The
ASSURED shall pay the proportion of the Company’s premium charge for the Company’s indemnity as set forth
in Section 10.a., b., and c. No portion of the LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
purchased by the ASSURED to obtain replacement securities. |
| --- | --- |
| Subrogation
- Assignment — Recovery | 11. In
the event of a payment under this Bond, the COMPANY shall be subrogated to all of the ASSURED’S rights of recovery
against any person or entity to the extent of such payment. On request, the ASSURED shall deliver to the COMPANY an assignment
of the ASSURED’S rights, title and interest and causes of action against any person or entity to the extent of such
payment. Recoveries,
whether effected by the COMPANY or by the ASSURED, shall be applied net of the expense of such recovery in the following
order: a. first,
to the satisfaction of the ASSURED’S loss which would otherwise have been paid but for the fact that it is in excess
of the applicable LIMIT OF LIABILITY, b. second,
to the COMPANY in satisfaction of amounts paid in settlement of the ASSURED’S claim, c. third,
to the ASSURED in satisfaction of the applicable DEDUCTIBLE AMOUNT, and |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
16 of 19 |

Field: Page; Sequence: 20

Field: /Page

Conditions and Limitations

| Subrogation
- Assignment – Recovery (continued) | d. fourth,
to the ASSURED in satisfaction of any loss suffered by the ASSURED which was not covered under this Bond. Recovery
from reinsurance or indemnity of the COMPANY shall not be deemed a recovery under this section. |
| --- | --- |
| Cooperation
Of Assured | 12. At
the COMPANY’S request and at reasonable times and places designated by the COMPANY, the ASSURED shall: a. submit
to examination by the COMPANY and subscribe to the same under oath, b. produce
for the COMPANY’S examination all pertinent records, and c. cooperate
with the COMPANY in all matters pertaining to the loss. The
ASSURED shall execute all papers and render assistance to secure to the COMPANY the rights and causes of action provided
for under this Bond. The ASSURED shall do nothing after loss to prejudice such rights or causes of action. |
| Termination | 13. If
the Bond is for a sole ASSURED, it shall not be terminated unless written notice shall have been given by the acting party
to the affected party and to the Securities and Exchange Commission, Washington, D.C., not less than sixty (60) days prior
to the effective date of such termination. If
the Bond is for a joint ASSURED, it shall not be terminated unless written notice shall have been given by the acting
party to the affected party, and by the COMPANY to all ASSURED Investment Companies and to the Securities and Exchange
Commission, Washington, D.C., not less than sixty (60) days prior to the effective date of such termination. This
Bond will terminate as to any one ASSURED, other than an Investment Company : a. immediately
on the taking over of such ASSURED by a receiver or other liquidator or by State or Federal officials, or b. immediately
on the filing of a petition under any State or Federal statute relative to bankruptcy or reorganization of the ASSURED,
or assignment for the benefit of creditors of the ASSURED, or c. immediately
upon such ASSURED ceasing to exist, whether through merger into another entity, disposition of all of its assets or otherwise. The
COMPANY shall refund the unearned premium computed at short rates in accordance with the standard short rate cancellation
tables if terminated by the ASSURED or pro rata if terminated for any other reason. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
17 of 19 |

Field: Page; Sequence: 21

Field: /Page

Conditions and Limitations

| Termination
(continued) | If
any partner, director, trustee, or officer or supervisory employee of an ASSURED not acting in collusion with an Employee learns of any dishonest act committed by such Employee at any time, whether in the employment of the ASSURED
or otherwise, whether or not such act is of the type covered under this Bond, and whether against the ASSURED or any other
person or entity, the ASSURED: a. shall
immediately remove such Employee from a position that would enable such Employee to cause the ASSURED to
suffer a loss covered by this Bond; and b. within
forty-eight (48) hours of learning that an Employee has committed any dishonest act, shall notify the COMPANY,
of such action and provide full particulars of such dishonest act. The
COMPANY may terminate coverage as respects any Employee sixty (60) days after written notice is received by each
ASSURED Investment Company and the Securities and Exchange Commission, Washington, D.C. of its desire to terminate
this Bond as to such Employee . |
| --- | --- |
| Other
Insurance | 14. Coverage
under this Bond shall apply only as excess over any valid and collectible insurance, indemnity or suretyship obtained
by or on behalf of: a. the
ASSURED, b. a Transportation Company , or c. another
entity on whose premises the loss occurred or which employed the person causing the loss or engaged the messenger conveying
the Property involved. |
| Conformity | 15. If
any limitation within this Bond is prohibited by any law controlling this Bond’s construction, such limitation shall
be deemed to be amended so as to equal the minimum period of limitation provided by such law. |
| Change
or Modification | 16. This
Bond or any instrument amending or affecting this Bond may not be changed or modified orally. No change in or modification
of this Bond shall be effective except when made by written endorsement to this Bond signed by an authorized representative
of the COMPANY. If
this Bond is for a sole ASSURED, no change or modification which would adversely affect the rights of the ASSURED shall
be effective prior to sixty (60) days after written notice has been furnished to the Securities and Exchange Commission,
Washington, D.C., by the acting party. |

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
18 of 19 |

Field: Page; Sequence: 22

Field: /Page

Conditions And Limitations

Change or Modification (continued) If this Bond is for a joint ASSURED, no charge or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and to the Securities and Exchange Commission, Washington, D.C., by the COMPANY.

| ICAP
Bond (5-98) | |
| --- | --- |
| Form 17-02-1421
(Ed. 5-98) | Page
19 of 19 |

Field: Page; Sequence: 23

Field: /Page

Field: Split-Segment; Name: 1

Field: Split-Segment; Name: 4

ENDORSEMENT/RIDER

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement/Rider
No. | 1 |
| To
be attached to and | |
| form
a part of Bond No. | 82473034 |

Issued to: FPA FUNDS TRUST

AMEND DEFINITION OF FORGERY ENDORSEMENT

In consideration of the premium charged, it is agreed that the definition of Forgery set forth in Section 1, Definitions, of the Conditions and Limitations of this bond is deleted and replaced with the following:

Forgery means:

(1) affixing the handwritten signature, or a reproduction of the handwritten signature, of another natural person without authorization and with the intent to deceive; or

(2) affixing the name of an organization as an endorsement to a check without authority and with the intent to deceive.

Provided, however, that a signature which consists in whole or in part of one’s own name signed with or without authority, in any capacity, for any purpose is not a Forgery . An electronic or digital signature is not a reproduction of a handwritten signature or the name of an organization.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

| 14-02-21353
(11/2014) |
| --- |
| |

Field: Page; Sequence: 24

Field: /Page

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No: | 2 |
| Bond
Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

PREMIUM ENDORSEMENT

It is agreed that:

The premium for this Bond for the period December 7, 2019 to December 7, 2020 is:

Premium: Twenty four thousand two hundred thirty dollars and 00/100 ($24,230.00)

It is further agreed that this premium is subject to change during this period if amendments are made to this Bond at the request of the ASSURED.

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP Bond

Form 17-02-0735 (Rev. 1-97)

Field: Page; Sequence: 25

Field: /Page

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No: | 3 |
| Bond
Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

AMEND NAME OF ASSURED ENDORSEMENT

It is agreed that NAME OF ASSURED of the DECLARATIONS for this Bond is amended to include the following:

• FPA Funds Trust

• FPA Capital Fund, Inc.

• FPA Crescent Fund

• FPA International Value Fund

• FPA Paramount Fund, Inc.

• FPA New Income, Inc.

• FPA U.S. Value Fund, Inc.

• Source Capital, Inc.

• FPA Flexible Fixed Income Fund

• FPA Balanced Fund

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP Bond

Form 17-02-6272 (Ed. 8-04) Page 1

Field: Page; Sequence: 26

Field: /Page

ENDORSEMENT/RIDER

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement/Rider
No. | 4 |
| To
be attached to and | |
| form
a part of Bond No. | 82473034 |

Issued to: FPA FUNDS TRUST

AMEND DISCOVERY AND NOTICE ENDORSEMENT

In consideration of the premium charged, it is agreed that this Bond is amended as follows:

(1) Section 6., Discovery, is deleted in its entirety and replaced it with the following:

Discovery

This Bond applies only to loss first discovered by the Head of Risk Management or Chief Compliance Officer of the ASSURED during the BOND PERIOD. Discovery occurs at the earlier of the Head of Risk Management or Chief Compliance Officer of the ASSURED being aware of:

a. facts which may subsequently result in a loss of a type covered by this Bond, or

b. an actual or potential claim in which it is alleged that the ASSURED is liable to a third party,

regardless of when the act or acts causing or contributing to such loss occurred, even though the amount of loss does not exceed the applicable DEDUCTIBLE AMOUNT, or the exact amount or details of loss may not then be known.

(2) Section 7., Notice to Company-Proof-Legal Proceedings Against Company, is amended by deleting paragraph a. and replacing it with the following:

a. The ASSURED shall give the COMPANY notice thereof at the earliest practicable moment, not to exceed ninety (90) days after discovery of loss by Head of Risk Management or Chief Compliance Officer of the ASSURED, in an amount that is in excess of fifty percent (50%) of the applicable DEDUCTIBLE AMOUNT, as stated in ITEM 2. of the DECLARATIONS.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

14-02-14521 (08/2008) Page 1

Field: Page; Sequence: 27

Field: /Page

ENDORSEMENT/RIDER

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement/Rider
No. | 5 |
| To
be attached to and | |
| form
a part of Bond No. | 82473034 |

Issued to: FIRST PACIFIC ADVISORS, LP

AUTOMATIC INCREASE IN LIMITS ENDORSEMENT

In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C. Additional Offices Or Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice To Company, is amended by adding the following subsection:

Automatic Increase in Limits for Investment Companies

If an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940 (“the Act”), due to:

(i) the creation of a new Investment Company , other than by consolidation or merger with, or purchase or acquisition of assets or liabilities of, another institution; or

(ii) an increase in asset size of current Investment Companies covered under this Bond,

then the minimum required increase in limits shall take place automatically without payment of additional premium for the remainder of the BOND PERIOD.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

14-02-14098 (04/2008) Page 1

Field: Page; Sequence: 28

Field: /Page Field: Split-Segment; Name: 5

ENDORSEMENT/RIDER

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement/Rider
No. | 6 |
| To be attached
to and | |
| form a
part of Bond No. | 82473034 |

Issued to: FPA FUNDS TRUST

FRAUDULENT TRANSFER INSTRUCTIONS ENDORSEMENT

(For use with the ICAP bond)

In consideration of the premium charged, it is agreed that this bond is amended as follows:

(1) The following Insuring Clause is added:

FRAUDULENT TRANSFER INSTRUCTIONS

Loss resulting directly from the ASSURED having, in good faith, transferred money on deposit in a Customer’s account, or a Customer’s Certificated Security or Uncertificated Security , in reliance upon a fraudulent instruction transmitted to the ASSURED via telefacsimile, telephone or electronic mail; provided, however, that:

A. the fraudulent instruction purports, and reasonably appears, to have originated from:

i. such Customer , or

ii. an Employee acting on instructions of such Customer , or

iii. another financial institution acting on behalf of such Customer with authority to make such instructions; and

B. the sender of the fraudulent instruction verified the instruction with the password, PIN, or other security code of such Customer ; and

C. the sender was not, in fact, such Customer , was not authorized to act on behalf of such Customer , and was not an Employee ; and

D. the instruction was received by an Employee specifically authorized by the ASSURED to receive and act upon such instructions; and

E. for any transfer exceeding the amount set forth in paragraph (8) of this endorsement, the ASSURED verified the instructions via a call back to a predetermined telephone number set forth in the ASSURED’s written agreement with such Customer or other verification procedure approved in writing by the COMPANY; and

14-02-21330 (10/2014) Page 1

Field: Page; Sequence: 29

Field: /Page

F. the ASSURED preserved a contemporaneous record of the call back, if any, and the instruction which verifies use of the authorized password, PIN or other security code of the Customer .

(2) For the purposes of the coverage afforded by this endorsement, the following terms shall have the following meanings:

Certificated Security means a share, participation or other interest in property of, or an enterprise of, the issuer or an obligation of the issuer, which is:

(1) represented by an instrument issued in bearer or registered form, and

(2) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment, and

(3) either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.

Customer means any individual, corporate partnership, proprietor, trust customer, shareholder or subscriber of an Investment Company which has a written agreement with the ASSURED authorizing the ASSURED to transfer Money on deposit in an account or Certificated Security or Uncertificated Security in reliance upon instructions transmitted to the ASSURED via telefacsimile, telephone or electronic mail to transmit the fraudulent instruction.

Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:

(1) not represented by an instrument and the transfer of which is registered on books maintained for that purpose by or on behalf of the issuer, and

(2) of a type commonly dealt in on securities exchanges or markets, and

(3) either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.

(3) It shall be a condition precedent to coverage under this Insuring Clause that the ASSURED assert any available claims, offsets or defenses against such Customer , any financial institution or any other party to the transaction.

(4) Solely with respect to the Fraudulent Transfer Instruction Insuring Clause, the following Exclusions are added:

A. Loss resulting directly or indirectly from a fraudulent instruction if the sender, or anyone acting in collusion with the sender, ever had authorized access to such Customer’s password, PIN or other security code; and

B. Loss resulting directly or indirectly from the fraudulent alteration of an instruction to initiate an automated clearing house (ACH) entry, or group of ACH entries, transmitted as an electronic message, or as an attachment to an electronic message, sent via the internet, unless:

i. each ACH entry was individually verified via the call back procedure without regard to the amount of the entry; or

ii. the instruction was formatted, encoded or encrypted so that any altercation in the ACH entry or group of ACH entries would be apparent to the ASSURED.

14-02-21330 (10/2014) Page 2

Field: Page; Sequence: 30

Field: /Page

(5) Solely with respect to the Fraudulent Transfer Instruction Insuring Clause, Exclusion 2.k. is deleted and replaced with the following:

k. loss resulting from voice requests or instructions received over the telephone, provided however, this Section 2.k. shall not apply to INSURING CLAUSE 7. or 9. or the Fraudulent Transfer Instruction Insuring Clause.

(6) For the purposes of the Fraudulent Transfer Instruction Insuring Clause, all loss or losses involving one natural person or entity, or one group of natural persons or entities acting together, shall be a Single Loss without regard to the number of transfers or the number of instructions involved.

(7) For the purposes of the Fraudulent Transfer Instruction Insuring Clause, the Single Loss Limit of Liability shall be $ 9,550,000. The Deductible Amount shall be $ 50,000.

(8) The amount of any single transfer for which verification via call back will be required is: $ 50,000.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

14-02-21330 (10/2014) Page 3

Field: Page; Sequence: 31

Field: /Page

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No.: 7 | |
| Bond Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

AMENDING DEFINITION OF EMPLOYEE-FORMER EMPLOYEES ENDORSEMENT

It is agreed that this Bond is amended by adding to the definition of Employee in Section 1., Definitions, the following:

(10) a natural person who resigns, retires or is terminated from the service of the ASSURED during the BOND PERIOD provided that this applies:

a. for a period of sixty (60) days subsequent to such resignation, retirement or termination but not beyond the date of expiration or termination of the Bond; and

b. if such resignation, retirement or termination has not arisen from or in connection with the discovery by the ASSURED of any actual or alleged dishonest, fraudulent or criminal act(s) of such person.

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP Bond

Form 17-02-2335 (Ed. 10-00)

Field: Page; Sequence: 32

Field: /Page

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No.: 8 | |
| Bond Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

AMENDING DEFINITION OF EMPLOYEE-CONSULTANT ENDORSEMENT

It is agreed that this bond is amended by adding to the definition of Employee in Section 1., Definitions, the following:

(11) a consultant retained by the ASSURED and an employee of such consultant while either is performing consulting services for the ASSURED pursuant to a written contract.

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP Bond

Form 17-02-2336 (Ed. 10-00)

Field: Page; Sequence: 33

Field: /Page

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No.: 9 | |
| Bond Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

PREAMBLE – REPRESENTATIONS MADE BY ASSURED ENDORSEMENT

It is agreed that this Bond is amended as follows:

By deleting in its entirety the Preamble on Page 1 of the Bond and substituting the following:

“The COMPANY, in consideration of payment of the required premium and subject to the DECLARATIONS made a part of this Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED for:”

By deleting in its entirety General Agreement B., Representations Made By Assured, and substituting the following:

“B. Representations Made By Assured

No statement made by or on behalf of the ASSURED, whether contained in the APPLICATION or otherwise, shall be deemed to be a warranty of anything except that the statement is true to the best of the knowledge and behalf of the person making the statement.

Any intentional misrepresentation, omission, concealment or incorrect statement of a material fact, in the APPLICATION or otherwise, shall be grounds for recision of this Bond.”

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP Bond

Form 17-02-2360 (Ed. 10-00)

Field: Page; Sequence: 34

Field: /Page Field: Split-Segment; Name: 6

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No. | 10 |
| Bond Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

REVISE ITEM 2. ENDORSEMENT

It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and substituting the following:

ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:

If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and any other reference to such INSURING CLAUSE in this Bond shall be deemed to be deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any Investment Company .

INSURING CLAUSE		SINGLE LOSS — LIMIT OF LIABILITY	DEDUCTIBLE — AMOUNT
1.	Employee	$ 9,550,000	$ 0
2.	On
Premises	$ 9,550,000	$ 50,000
3.	In
Transit	$ 9,550,000	$ 50,000
4.	Forgery
or Alteration	$ 9,550,000	$ 50,000
5.	Extended
Forgery	$ 9,550,000	$ 50,000
6.	Counterfeit
Money	$ 9,550,000	$ 50,000
7.	Threats
to Person	$ Not Covered	$ N/A
8.	Computer
System	$ 9,550,000	$ 50,000
9.	Voice
Initiated Funds Transfer Instruction	$ 9,550,000	$ 50,000
10.	Uncollectible
Items of Deposit	$ 9,550,000	$ 5,000
11.	Audit
Expense	$ 50,000	$ 5,000
12.	Unauthorized
Signature	$ 25,000	$ 5,000
13.	Stop
Payment	$ 25,000	$ 5,000
14.	Extended
Computer Systems	$ 9,550,000	$ 50,000

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP Bond

Form 17-02-1582 (Ed. 5-98) Page 1

Field: Page; Sequence: 35

Field: /Page

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No.: | 11 |
| Bond Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

UNAUTHORIZED SIGNATURE ENDORSEMENT

It is agreed that this Bond is amended as follows:

By adding the following INSURING CLAUSE:
Unauthorized Signature

Loss resulting directly from the ASSURED having accepted, paid or cashed any check or Withdrawal Order made or drawn on or against the account of the ASSURED’S customer which bears the signature or endorsement of one other than a person whose name and signature is on file with the ASSURED as a signatory on such account.

It shall be a condition precedent to the ASSURED’S right of recovery under this INSURING CLAUSE that the ASSURED shall have on file signatures of all the persons who are signatories on such account.

By adding to Section 1., Definitions, the following:

r. Instruction means a written order to the issuer of an Uncertificated Security requesting that the transfer, pledge or release from pledge of the specified Uncertificated Security be registered.

s. Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:

(1) not represented by an instrument and the transfer of which is registered on books maintained for that purpose by or on behalf of the issuer, and

(2) of a type commonly dealt in on securities exchanges or markets, and

(3) either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.

ICAP Bond

Form 17-02-5602 (Ed. 10-03) Page 1

Field: Page; Sequence: 36

Field: /Page

t. Withdrawal Order means a non-negotiable instrument, other than an Instruction , signed by a customer of the ASSURED authorizing the ASSURED to debit the customer’s account in the amount of funds stated therein.

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP Bond

Form 17-02-5602 (Ed. 10-03) Page 2

Field: Page; Sequence: 37

Field: /Page

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No.: | 12 |
| Bond Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

STOP PAYMENT ORDER OR REFUSAL TO PAY CHECK ENDORSEMENT

It is agreed that this Bond is amended as follows:

By adding the following INSURING CLAUSE:

“ 13.
Loss resulting directly from the ASSURED
being legally liable to pay compensatory damages for:

a. complying or failing to comply with notice from any customer of the ASSURED or any authorized representative of such customer, to stop payment on any check or draft made or drawn upon or against the ASSURED by such customer or by any authorized representative of such customer, or

b. refusing to pay any check or draft made or drawn upon or against the ASSURED by any customer of the ASSURED or by any authorized representative of such customer.”

By adding the following Specific Exclusion:

| “Section
4.A. Specific Exclusions – Applicable to INSURING CLAUSE 13 |
| --- |
| This Bond does not directly
or indirectly cover: |

a. liability assumed by the ASSURED by agreement under any contract, unless such liability would have attached to the ASSURED even in the absence of such agreement,

b. loss arising out of:

(1) libel, slander, wrongful entry, eviction, defamation, false arrest, false imprisonment, malicious prosecution, assault or battery,

(2) sickness, disease, physical bodily harm, mental or emotional distress or anguish, or death of any person, or

(3) discrimination.”

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP Bond

Form 17-02-2365 (Ed. 10-00)

Field: Page; Sequence: 38

Field: /Page

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No.: | 13 |
| Bond Number: | 82473034 |

NAME OF ASSURED: FPA FUNDS TRUST

EXTENDED COMPUTER SYSTEMS ENDORSEMENT

It is agreed that this Bond is amended as follows:

By adding the following INSURING CLAUSE:
Extended Computer Systems

A. Electronic Data, Electronic Media, Electronic Instruction

Loss resulting directly from:

(1) the fraudulent modification of Electronic Data, Electronic Media or Electronic Instruction being stored within or being run within any system covered under this INSURING CLAUSE,

(2) robbery, burglary, larceny or theft of Electronic Data, Electronic Media or Electronic Instructions ,

(3) the acts of a hacker causing damage or destruction of Electronic Data, Electronic Media or Electronic Instruction owned by the ASSURED or for which the ASSURED is legally liable, while stored within a Computer System covered under this INSURING CLAUSE, or

(4) the damage or destruction of Electronic Data, Electronic Media or Electronic Instruction owned by the ASSURED or for which the ASSURED is legally liable while stored within a Computer System covered under INSURING CLAUSE 14, provided such damage or destruction was caused by a computer program or similar instruction which was written or altered to intentionally incorporate a hidden instruction designed to damage or destroy Electronic Data, Electronic Media , or Electronic Instruction in the Computer System in which the computer program or instruction so written or so altered is used.

ICAP2 Bond

Form 17-02-2976 (Ed. 1-02) Page 1

Field: Page; Sequence: 39

Field: /Page

B. Electronic Communication

Loss resulting directly from the ASSURED having transferred, paid or delivered any funds or property, established any credit, debited any account or given any value on the faith of any electronic communications directed to the ASSURED, which were transmitted or appear to have been transmitted through:

(1) an Electronic Communication System ,

(2) an automated clearing house or custodian, or

(3) a Telex, TWX, or similar means of communication,

directly into the ASSURED’S Computer System or Communication Terminal , and fraudulently purport to have been sent by a customer, automated clearing house, custodian, or financial institution, but which communications were either not sent by said customer, automated clearing house, custodian, or financial institution, or were fraudulently modified during physical transit of Electronic Media to the ASSURED or during electronic transmission to the ASSURED’S Computer System or Communication Terminal .

C. Electronic Transmission

Loss resulting directly from a customer of the ASSURED, any automated clearing house, custodian, or financial institution having transferred, paid or delivered any funds or property, established any credit, debited any account or given any value on the faith of any electronic communications, purporting to have been directed by the ASSURED to such customer, automated clearing house, custodian, or financial institution initiating, authorizing, or acknowledging, the transfer, payment, delivery or receipt of funds or property, which communications were transmitted through:

(1) an Electronic Communication System ,

(2) an automated clearing house or custodian, or

(3) a Telex, TWX, or similar means of communication,

directly into a Computer System or Communication Terminal of said customer, automated clearing house, custodian, or financial institution, and fraudulently purport to have been directed by the ASSURED, but which communications were either not sent by the ASSURED, or were fraudulently modified during physical transit of Electronic Media from the ASSURED or during electronic transmission from the ASSURED’S Computer System or Communication Terminal , and for which loss the ASSURED is held to be legally liable.

ICAP2 Bond

Form 17-02-2976 (Ed. 1-02) Page 2

Field: Page; Sequence: 40

Field: /Page

By adding to Section 1., Definitions, the following:

u. Communication Terminal means a teletype, teleprinter or video display terminal, or similar device capable of sending or receiving information electronically. Communication Terminal does not mean a telephone.

v. Electronic Communication System means electronic communication operations by Fedwire, Clearing House Interbank Payment System (CHIPS), Society of Worldwide International Financial Telecommunication (SWIFT), similar automated interbank communication systems, and Internet access facilities.

w. Electronic Data means facts or information converted to a form usable in Computer Systems and which is stored on Electronic Media for use by computer programs.

x. Electronic Instruction means computer programs converted to a form usable in a Computer System to act upon Electronic Data .

y. Electronic Media means the magnetic tape, magnetic disk, optical disk, or any other bulk media on which data is recorded.

By adding the following Section after Section 4., Specific Exclusions-Applicable to All INSURING CLAUSES except 1., 4., and 5.:

Section 4.A. Specific Exclusions-Applicable to INSURING CLAUSE 14

This Bond does not directly or indirectly cover:

a. loss resulting directly or indirectly from Forged , altered or fraudulent negotiable instruments, securities, documents or written instruments used as source documentation in the preparation of Electronic Data ;

b. loss of negotiable instruments, securities, documents or written instruments except as converted to Electronic Data and then only in that converted form;

c. loss resulting from mechanical failure, faulty construction, error in design, latent defect, wear or tear, gradual deterioration, electrical disturbance, Electronic Media failure or breakdown or any malfunction or error in programming or error or omission in processing;

d. loss resulting directly or indirectly from the input of Electronic Data at an authorized electronic terminal of an Electronic Funds Transfer System or a Customer Communication System by a person who had authorized access from a customer to that customer’s authentication mechanism; or

e. liability assumed by the ASSURED by agreement under any contract, unless such liability would have attached to the ASSURED even in the absence of such agreement; or

f. loss resulting directly or indirectly from:

(1) written instruction unless covered under this INSURING CLAUSE; or

(2) instruction by voice over the telephone, unless covered under this INSURING CLAUSE.

ICAP2 Bond

Form 17-02-2976 (Ed. 1-02) Page 3

Field: Page; Sequence: 41

Field: /Page

By adding to Section 9., Valuation, the following:

Electronic Data, Electronic Media, Or Electronic Instruction

In case of loss of, or damage to, Electronic Data, Electronic Media or Electronic Instruction used by the ASSURED in its business, the COMPANY shall be liable under this Bond only if such items are actually reproduced form other Electronic Data, Electronic Media or Electronic Instruction of the same kind or quality and then for not more than the cost of the blank media and/or the cost of labor for the actual transcription or copying of data which shall have been furnished by the ASSURED in order to reproduce such Electronic Data, Electronic Media or Electronic Instruction subject to the applicable SINGLE LOSS LIMIT OF LIABILITY.

However, if such Electronic Data can not be reproduced and said Electronic Data represents Securities or financial instruments having a value, then the loss will be valued as indicated in the SECURITIES and OTHER PROPERTY paragraphs of this Section.

This Endorsement applies to loss discovered after 12:01 a.m. on December 7, 2019.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

| Date:
December 6, 2019 |
| --- |
| Authorized
Representative |

ICAP2 Bond

Form 17-02-2976 (Ed. 1-02) Page 4

Field: Page; Sequence: 42

Field: /Page Field: Split-Segment; Name: 7

ENDORSEMENT/RIDER

FEDERAL INSURANCE COMPANY
Endorsement/Rider No.	14
To be attached to and
form a part of Bond No.	82473034

Issued to: FPA FUNDS TRUST

PRO RATA CANCELLATION ENDORSEMENT

In consideration of the premium charged, it is agreed that, notwithstanding anything to the contrary in the policy or any endorsements thereto, in the event that this policy is cancelled, any premium refund due to the insured shall be computed on a pro rata basis. However, the refund may be less than pro rata if the insurer has made a loan to the insured for the purpose of payment of premiums for this policy.

The cancellation will be effective even if a refund has not been made or offered.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

14-02-19726 (01/2013) Page 1

Field: Page; Sequence: 43

Field: /Page

ENDORSEMENT/RIDER

FEDERAL INSURANCE COMPANY
Endorsement/Rider No.	15
To be attached to and
form a part of Policy No.	82473034

Issued to: FPA FUNDS TRUST

COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS

It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the coverage provided by this insurance.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

14-02-9228 (2/2010) Page 1

Field: Page; Sequence: 44

Field: /Page

ENDORSEMENT/RIDER

FEDERAL INSURANCE COMPANY
Endorsement/Rider No.	16
To be attached to and
form a part of Bond No.	82473034

Issued to: FPA FUNDS TRUST

DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION ENDORSEMENT

In consideration of the premium charged, it is agreed that this Bond is amended as follows:

The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.
The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced with the following:

If this Bond is for a joint ASSURED, no change or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and the Securities and Exchange Commission, Washington, D.C., by the COMPANY.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

17-02-2437 (12/2006) rev. Page 1

Field: Page; Sequence: 45

Field: /Page

ENDORSEMENT/RIDER

FEDERAL INSURANCE COMPANY
Endorsement/Rider No.	17
To be attached to and
form a part of Bond No.	82473034

Issued to: FPA FUNDS TRUST

AMEND NAME OF ASSURED (OMNIBUS) ENDORSEMENT

In consideration of the premium charged, is agreed that:

(1) The Name of ASSURED, as set forth on the Declarations of this Bond, shall include any Investment Company first sponsored or managed by First Pacific Advisors, LLC on or before the inception of the BOND PERIOD.

(2) The Name of ASSURED, as set forth on the Declarations of this Bond, shall include any newly created Investment Company during the BOND PERIOD that is sponsored or managed by First Pacific Advisors, LLC.

(3) An Investment Company ceases to be an ASSURED when such Investment Company is no longer sponsored or managed by First Pacific Advisors, LLC.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

MS-212004 (12/2017) Page 1

Field: Page; Sequence: 46

Field: /Page

IMPORTANT POLICYHOLDER INFORMATION

Inquiries concerning your policy should be directed to your insurance agent. The name, address and telephone number of your agent, if one is involved, is shown on the policy and/or in the material accompanying the policy.

If you require additional information you may contact the California Insurance Department at either the following address or phone number:

California Insurance Department
300 South Spring Street
Los Angeles, CA 90012
1-800-927-HELP

Form 14-02-1495 (Ed. 1/94)

Field: Page; Sequence: 47

Field: /Page

IMPORTANT NOTICE

The premium shown on this policy or premium statement may be subject to adjustment in accordance with the provisions of California law recently adopted by ballot initiative. You will be informed about any adjustment as soon as the requirements of the law and their effect on your premium can be determined.

Form 99-10-0267 (Ed. 2/98)

Field: Page; Sequence: 48

Field: /Page

IMPORTANT NOTICE TO POLICYHOLDERS

All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from your producer.

Thank you for choosing Chubb.

10-02-1295 (ed. 6/2007)

Field: Page; Sequence: 49

Field: /Page

Important Notice:

The SEC Requires Proof of Your Fidelity Insurance Policy

Your company is now required to file an electronic copy of your fidelity insurance coverage (Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to rules adopted by the SEC on June 12, 2006.

Chubb is in the process of providing your agent/broker with an electronic copy of your insurance policy as well as instructions on how to submit this proof of fidelity insurance coverage to the SEC. You can expect to receive this information from your agent/broker shortly.

The electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage as set forth in the paper policy you receive by mail. The terms and conditions of the policy mailed to you, which are the same as those set forth in the electronic copy, constitute the entire agreement between your company and Chubb.

If you have any questions, please contact your agent or broker.

Form 14-02-12160 (ed. 7/2006)

Field: Page; Sequence: 50

Field: /Page

Field: Split-Segment; Name: 8

SECRETARY’S CERTIFICATE

The undersigned, Rebecca D. Gilding, Secretary of FPA Capital Fund, Inc. (“Capital”), FPA Funds Trust (the “Trust”) on behalf of its series, FPA Crescent Fund (“Crescent”) FPA International Value Fund (“International”), FPA Flexible Fixed Income Fund (“Flexible”), and FPA Balanced Fund (“Balanced”) FPA New Income, Inc. (“New Income”), FPA Paramount Fund, Inc. (“Paramount”), FPA U.S. Value Fund, Inc. (“U.S. Value”), each a Maryland corporation, and Source Capital, Inc. (“Source”), a Delaware Trust, (each an “FPA Fund” and collectively, the “Funds”), hereby certifies that the following resolutions were adopted by the Boards of Directors/Trustees (the “Boards”) of the Funds at a meeting held on November 11, 2019, at which a quorum was at all times present and acting throughout:

WHEREAS, Rule 17g-1 of the 1940 Act provides, among other things, that: (1) registered investment companies provide fidelity coverage against larceny and embezzlement covering each officer and employee of the investment company who has access to its securities or funds; (2) that such coverage shall not be terminated or modified except after written notice has been given to the affected parties and to the SEC not less than 60 days prior to the effective date of termination or modification; (3) that such coverage shall be in a form and amount deemed reasonable by a majority of the Directors who are not “interested persons” (as defined in the 1940 Act) of Capital, the Trust on behalf of its series, Crescent, FFI, and International, NI, Paramount, USV, and Source; (4) that such Directors shall give consideration to all relevant factors including, but not limited to, the value of the aggregate assets of the registered management investment company to which any covered person may have access, the type and terms of the arrangement made for the custody and safekeeping of such assets, and the nature of the securities in each Fund’s portfolio, provided that the minimum coverage required by Rule 17g-1(d) is obtained; (5) that this determination by a majority of the Independent Directors of each Fund be made not less than once every 12 months; and (6) that true copies of such resolutions, any fidelity coverage and certain other documents be filed with the SEC within certain specified notification periods; and

WHEREAS, FPA and each Fund are named in an employee dishonesty (fidelity) bond, substantially in the form presented at this Meeting, with such changes as are deemed appropriate by the officers of applicable Funds, with the advice of counsel, the Bond issued by National Union Fire Insurance Co. of Pittsburgh, providing coverage of $9,550,000 to FPA and each Fund; and

WHEREAS, FPA and each Fund entered into a Fidelity Bond Coverage Agreement (the “Allocation Agreement”) dated October 17, 2016 in order to meet the requirements of Rule 17g-1(f) of the 1940 Act and to ensure that premiums on the Bond and any recovery received under the Bond are allocated in a fair and equitable manner.

NOW, THEREFORE, BE IT RESOLVED, that the Bond insuring FPA and each Fund for $9,550,000 or such greater amounts as the officers of each Fund may from time to time determine in accordance with the provisions of Rule 17g-1 of the 1940 Act, is hereby deemed to be reasonable in form and amount as required by and considering all relevant factors as provided in Rule 17g-1 and the Bond, substantially in the form presented at this Meeting, with such changes as are deemed appropriate by the officers of applicable Funds,

Field: Page; Sequence: 51

Field: /Page

with the advice of counsel, is hereby approved from December 7, 2019 through December 7, 2020; and

RESOLVED FURTHER, that the Allocation Agreement be, and it hereby is, re-approved; and

RESOLVED FURTHER, that the Boards have each determined that the participation by FPA and each Fund in the Bond and the Allocation Agreement is in the best interests of each Fund; and

RESOLVED FURTHER, that after having given due consideration to all relevant factors including, but not limited to: (i) the number of other parties named as insureds; (ii) the nature of the business activities; (iii) the amount of the Bond; (iv) the ratable allocation of the premium among FPA and each Fund; and (v) the extent to which the share of the premium allocated to each Fund is less than the premium each Fund would have had to pay if it had provided and maintained a single insured bond, the Boards (all Directors voting) and separately by a majority of the Independent Directors of each Board, hereby approve the allocation of the premium for the Bond in accordance with the provisions of the Allocation Agreement; and

RESOLVED FURTHER, that upon agreement with the above named insureds of the total premium for the Bond is $24,230 of which $1,348.45, $5,618.55, $1,348.45, $5,618.55, $1,179.90, $1,685.57, $898.97, $1,685.57, and $4,846.00 shall be paid by Capital, Crescent, International, NI, FFI, Paramount, USV, Source, and FPA, respectively; and

RESOLVED FURTHER, that the Secretary or any appropriate officer of the Funds shall file or cause to be filed the binder to the Bond and appropriate notices with the SEC in accordance with paragraph (g) of Rule 17g-1 of the 1940 Act; and

RESOLVED FURTHER, that any officer of the Funds be, and each of them hereby is, authorized to execute and deliver the Bond and make any and all payments and do any and all other acts, in the name of the Funds and on their behalf, as they, or any of them, may determine to be necessary or desirable and proper with the advice of counsel in connection with the preceding resolutions.

Dated: February 20, 2020

/s/ Rebecca Gilding
Rebecca Gilding
Secretary

Field: Page; Sequence: 52

Field: /Page

FIDELITY BOND COVERAGE AGREEMENT

This Agreement is made as of the 1 st day of November, 2019, by and between First Pacific Advisors, LP, a registered investment adviser, and FPA Capital Fund, Inc., FPA Funds Trust, FPA New Income, Inc., FPA Paramount Fund, Inc., FPA U.S. Value Fund, Inc., and Source Capital, Inc., all of which are registered management investment companies.

WHEREAS , each of the above named parties are named insureds under a joint insured fidelity bond (“Bond”), which Bond is of the type required by Rule 17g-1 under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS , an agreement respecting the allocation of proceeds should a loss result under the Bond is required by paragraph (f) of Rule 17g-1 under the 1940 Act; and

WHEREAS , the parties hereto desire to enter into an agreement respecting such proceeds;

NOW, THEREFORE , it is agreed as follows:

It is agreed by each of the parties hereto that in the event of a recovery under the Bond as a result of a loss sustained by more than one of the named insureds, the amount received by each shall be an equitable and proportionate share of the recovery, provided, however, that such share shall at least be equal to the amount which each named insured would have received had it provided and maintained a single insured fidelity bond of the type required by Rule 17g-1 with the minimum coverage required by paragraph (d)(1) of Rule 17g-1 under the 1940 Act.

IN WITNESS WHEREOF , each of the undersigned entities has caused this Agreement to be executed by an officer thereunder duly authorized as of the date first above written.

FIRST PACIFIC ADVISORS, LP — By:	/s/ E. Lake Setzler III	FPA CAPITAL FUND, INC. — By:	/s/ J. Richard Atwood
Name: E. Lake Setzler III		Name: J. Richard Atwood
Title: Treasurer, FPA GP, Inc.		Title: President
General Partner
FPA FUNDS TRUST		FPA NEW INCOME, INC.
By:	/s/ J. Richard Atwood	By:	/s/ J. Richard Atwood
Name: J. Richard Atwood		Name: J. Richard Atwood
Title: President		Title: President

Field: Page; Sequence: 53

Field: /Page

FPA U.S. VALUE FUND, INC. — By:	/s/ J. Richard Atwood	FPA PARAMOUNT FUND, INC. — By:
Name: J. Richard Atwood		Name: J. Richard Atwood
Title: President		Title: President
SOURCE CAPITAL, INC.
By:	/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: President

Field: Page; Sequence: 54; Options: Last

Field: /Page

AI assistant

SOURCE CAPITAL /DE/ Regulatory Filings 2020

33116_rns_2020-02-20_a8b462a9-5ff2-47db-9c60-ea188f9c4e77.zip

AI assistant

SOURCE CAPITAL /DE/ — Regulatory Filings 2020

33116_rns_2020-02-20_a8b462a9-5ff2-47db-9c60-ea188f9c4e77.zip

More from SOURCE CAPITAL /DE/

SOURCE CAPITAL /DE/ Regulatory Filings 2020