FIRST PACIFIC ADVISORS, LLC 11400 WEST OLYMPIC BOULEVARD · SUITE 1200 · LOS ANGELES, CALIFORNIA 90064 April 26, 2012
Exhibit 99.D.6
FIRST PACIFIC ADVISORS, LLC
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April 26, 2012
FPA Funds Trust’s FPA International Value Fund
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RE: Expense Limit Agreement – FPA Funds Trust’s FPA International Value Fund
Dear Ladies and Gentlemen:
FPA International Value Fund (the “Fund”) is a series of FPA Funds Trust, a Delaware business trust (the “Trust”). The Trust, on behalf of the Fund, has entered into an agreement with First Pacific Advisors, LLC (“Adviser”) whereby Adviser provides investment advisory services to the Fund (the “Investment Advisory Agreement”).
We hereby agree with respect to the Fund, for so long as this Expense Limit Agreement is in effect, to waive the fees payable to us under the Investment Advisory Agreement with respect to the Fund or to reimburse the operating expenses allocable to the Fund, to the extent that the Fund’s operating expenses (excluding interest, taxes, brokerage commissions, expenses incurred in connection with any merger or reorganization, borrowing costs and commitment fees, dividend expenses, and any other extraordinary expenses such as litigation) exceed, in the aggregate, the rate per annum, as set forth in Schedule A, as a percentage of the average daily net assets of the Fund. We agree that this obligation shall constitute a contractual commitment enforceable by the Trust and that we may not assert any right to reimbursement of any amounts so waived or reimbursed if such reimbursement would result in the Fund exceeding the expense limit set forth in Schedule A.
We acknowledge the limit of shareholder liability as set forth in the Declaration of Trust of the Trust and agree that any obligation assumed by the Trust pursuant to this agreement shall be limited in all cases to the Trust and its assets. We agree not to seek satisfaction of any such obligations from the shareholders of the Trust, nor from the Trustees of the Trust.
Except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.
This Expense Limit Agreement supersedes the existing expense limit agreement with respect to the Fund, and is effective as of April 26, 2012 and shall continue in effect until April 30, 2013. This Agreement may be terminated at any time by the Trust’s Board of Trustees and will terminate automatically in the event of the termination of the Investment
Advisory Agreement. Any amendment to this agreement shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
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Very truly yours, | |
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By: First Pacific Advisors, LLC | |
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By: |
/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, COO |
The foregoing agreement is hereby
accepted as of April 26, 2012
By: FPA Funds Trust,
on behalf of the Fund
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
President |
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FIRST PACIFIC ADVISORS, LLC
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SCHEDULE A
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FPA International Value Fund |
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Expense Limit |
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Institutional Class Shares, No Par Value |
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1.35 |
% |