FPA International Value Fund Conference Call

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2013 Q4 FPA International Value Fund Conference Call

Ryan:

Good afternoon, everyone. We will begin the conference call in just a few minutes. Please stand by. Thank you. Good afternoon, and thank you for joining us today. We would like to welcome you to the fourth quarter 2013 webcast for the FPA International Value Fund. My name is Ryan Leggio, and I’m a Senior Vice President here at FPA. The audio and visual replay of today’s webcast will be made available on our website, fpafunds.com. In just a moment, you will hear from Pierre Py, the portfolio manager of the Strategy, as well as Jason Dempsey, and Victor Liu, both Senior Vice Presidents and Analysts on the Strategy. Today’s call will cover a few areas. First, we will provide a brief overview of the Strategy. The team will then review performance, detail certain aspects of the current portfolio, and spend some time to review some holdings in the portfolio. Lastly, we will turn to Q&A. Before we begin, we would like to highlight the key Fund attributes for those of you who may be listening in for the first time. I will quickly mention a few of these attributes, which you can see on your screen right now. First, the Strategy is run with an absolute value philosophy. The

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2013 Q4 FPA International Value Fund Conference Call

team’s starting position is cash, and they seek genuine bargains in the equity markets rather than relatively attractive ones. Second, the Fund has broad benchmark-agnostic mandate. The team can invest in both developed and emerging markets, and can own stocks across market caps and sectors. Finally, the Fund is relatively concentrated, as the team focuses on only high-quality companies that trade at a significant discount to the team’s estimate of intrinsic value. For more detailed information regarding the Strategy, we strongly encourage you to read the Strategy Policy Statement available at fpafunds.com. One other quick update since we usually receive many questions regarding the Fund’s size and the Fund’s expense ratio: as of Friday, the end of January, Fund assets are now at around approximately $325 million. In terms of the expense ratio, we expect that, if the Fund maintains its current asset level in 2014—that is, above $325 million—the total expense ratio for the Fund should be less than the expense ratio cap of 1.32% on a going-forward basis. And with that brief update at this time, it is my pleasure to introduce Portfolio Manager, Pierre Py. Over to you, Pierre.

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2013 Q4 FPA International Value Fund Conference Call

Pierre:

Thank you, Ryan, for the introduction, and thank you all for taking the time to be on the call today. Starting with performance, during the fourth quarter, the Fund was 2.57% compared to the MSCI All Country World Index gain of 4.77%. For the year, the Fund was up 18% versus the index’s gain of 15.29%. And since inception on December 1 st, 2011, the Fund as appreciated 20.70% annualized versus 14.75% for the index. At the end of the quarter, we were 63% invested versus 61% at September 30, 2013. Over the past three months and year-to-date, our cash stake averaged in excess of 38%. Since inception, our average cash holding has been around 35%, growing steadily from low teens over the past two years with the exception of a three-month period that started in February 2012 when the market corrected, and we were finding more rather than less opportunities for a short while. The way we seek to generate superior returns over the long run is by selecting good companies, buying them with a high margin of safety, and building a benchmark-agnostic concentrated portfolio whereby we deploy a greater portion of the Fund’s assets towards our best ideas. What our experience tells us unfortunately is that there are times, no matter how big our investment universe or broad our market cap reach, when it is simply not possible to do this. There are times when there are

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2013 Q4 FPA International Value Fund Conference Call

just no well run, financially robust, high-quality companies for sale at a discount to intrinsic value in excess of 30%. And we visit more than 30 countries a year. We speak to well in excess of 500 companies a year— mostly senior management representatives. We monitor a focus list of more than 700 companies, and we price a so-called best-of-breed list of close to 300 companies. What we end up with based on this research work is around 50 companies that fit our investment criteria and trade at more than 10% discount to intrinsic value. That to us is a margin of error; it’s not a margin of safety. So what that means is these companies are trading below fair value, but it doesn’t mean that they all have enough of a margin of safety for us to invest in them. And within these 50 companies that trade at some discount to intrinsic value, we are only happy to own currently about 23 of those, with a greater concentration, as you would expect, towards those that give us the greater discounts to intrinsic value. We articulated an investment philosophy and elaborated a process around that for a reason—primarily because it minimizes our risk of permanent losses. The share prices of the companies we own may go down, but the companies themselves will continue to exist, and over the long run they will continue to create value, and more and more value. So if we cannot find anything to buy—anything that would meet all of our

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2013 Q4 FPA International Value Fund Conference Call

investment criteria—we don’t see why we would change our investment philosophy and process just to populate the portfolio. We should do nothing, which is what we do, and this is why our cash exposure remains elevated. Just because we don’t see any opportunities, though, it doesn’t mean that prices cannot continue to go up. As they do, we may experience short-term relative underperformance like we saw in the fourth quarter. Even if we underperform on a relative basis in the near term, we will not change course, however, as we have see this play out several times before. We may find ourselves at odds with the market for awhile, but we know how the story ends, and we trust that our approach is the winning strategy in the long run. As this unfolds, as we have done consistently over the past two years, we will remind our investors to always judge performance (1) with a long-term horizon and (2) being aware of the risk of permanent losses that’s being taken to achieve the results. Or what the alternative history, to borrow from a famous investor and writer of the investment might have been —how the investment might’ve turned out differently and what the consequences of t hat would’ve been then.

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2013 Q4 FPA International Value Fund Conference Call

That consistency in our approach shows in our portfolio metrics for the quarter. Not much has changed there. On a P/E basis, our companies are trading slightly ahead of the index. As we pointed out in the past, though, we don’t think that P/E is a very meaningful metric—for one, because of how much distortion there is, or there can be, between accounting earnings and the unencumbered free cash flow that a business generates on a level playing field; also because the index includes businesses that typically trade at lower multiples, and for a reason, and to which we have little exposure, such as financials, materials, or energy stocks. On an equal footing, we think our companies are in fact cheaper than the market even on a P/E basis. We also think that they have greater staying power, stronger earning generation power per dollar invested, and superior management teams. In fact they generate a return on equity of an average 19% versus 14% for the index. On top of this, they do this without much financial engineering, without much financial leverage, and thus without taking on the additional financial risk to deliver compelling returns. Their weighted average debt-to-equity ratio is 0.4 time versus 0.6 time for the index.

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2013 Q4 FPA International Value Fund Conference Call

So if we wanted to do this—not that we would—but if we wanted to do this and we were to put the same amount of leverage on our businesses, their return on equity would be twice as high as that of the index. This idea of quality and sustainability of the business, that’s the first thing we look at rather than the multiple at which a stock trades. The multiple to us is meaningless without being able to put it in the context of the quality of the business. Then what we prefer to focus on to assess whether the stock is in fact attractively priced is the discount to intrinsic value. On that metric, the weighted average discount to intrinsic value of our holdings was just 24% at the end of the fourth quarter. That compares to 25% at September 30, 2013, which means that we were effectively able to keep it relatively stable in a rising market, although the fact is that, despite our best effort, it did come down somewhat over the past three months. Our best performing holding in the quarter was Senior, which was up 16.92% in U.S. currency. Based in the U.K., Senior is a leading manufacturer of components of gas turbine engines, aircraft structures, and fluid conveyance systems. We have been invested in the company for some time, and we profiled it in our last quarterly webcast. We also commented on it in the previous quarter, as it offered a good example of

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2013 Q4 FPA International Value Fund Conference Call

how we are careful not to anchor investment decisions on previously available valuations, and how we do not seek to pick the trough or try and maximize the upside as long as the minimum 30% and above discount to intrinsic value is there. When we first bought Senior, the stock was trading at almost an alltime high, and yet it is up another 66.23% in U.S. currency since then. And for reference, we have included the Senior case study slide again in this quarterly presentation. Very briefly, Senior is the type of business that we like—the type of business that we’re familiar with. We’ve been invested in some of Senior’s peers in the past, and we have similar companies on our best-of-breed list. The parts that Senior produces are unit value, and yet they are critical parts with high cost of failures. They are designed into long-life platforms and single sourced due to the low volumes. Customers are focused on quality of execution and reliability rather than price as a result of that. And that ultimately translate into low to mid teen margins return on capital employed in excess of 35, and very high cash conversion rates. While cyclical, Senior’s underlying markets deliver continued growth and offer good long-term visibility. Management has proven operationally strong, having positioned the group’s portfolio activities

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2013 Q4 FPA International Value Fund Conference Call

toward the IO market and having consistently improved profitability. They’ve created value through bolt-on acquisitions and are focused on value creation, or so-called EVA-focused. They manage the balance sheet well, with a leverage ratio currently below one time and historically below 1.5 time net debt to EBITDA. So in short, we think Senior is a well run, high-quality businesses with limited financial risk, and therefore meet all of our investment criteria. And as such, we remain interested in owning this company within the limits of our valuation discipline. Our worst performing holding in the quarter was G.U.D. Holdings, which was down 9.42% in U.S. currency. But the position was newly added to the portfolio towards the end of the period, and this is not very relevant. Our second worst performing holding, which we have owned for a more meaningful period of time, was Danone, which was down 4.17% in U.S. currency. To talk about this, I’ll pass it over to Jason Dempsey, who specifically covers the stock as part of his geographic responsibilities. Jason? Jason: Thanks, Pierre. Danone is a French company that is the world leader in fresh dairy consumer products, in addition to having a broad global

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2013 Q4 FPA International Value Fund Conference Call

portfolio in branded water, baby food, and medical nutrition. The stock declined during the period and made a prolonged recovery in its Chinese baby formula business after what turned out to be a false contamination scare. Continued weakness in Europe’s demand, increasing raw milk inflation, and currency headwinds also had some short-term negative impacts. From a long-term view however, Danone is well positioned to benefit from the structural tailwinds driving demand for its products in both mature and emerging markets. Its current margins are also still somewhat below a normalized level that we believe the company can sustainably achieve. Based on these factors, we continue to see value in our investment and have been adding to the position. Pierre? Pierre: Thank you, Jason. In terms of portfolio activity now, as many of our holdings continued to perform well throughout the quarter, we had to exit another two positions during the period—Assa Abloy and Britvic. Based in Sweden, Assa Abloy is the global leader in lock and security products. This is a company that we’ve known for years and that we owned since the inception of the Fund. Assa Abloy was our first case study in our fourth quarter webcast back in 2011, and for reference we have included the case study slide in this presentation.

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2013 Q4 FPA International Value Fund Conference Call

Based in the U.K., Britvic was also one of our longstanding holdings. We presented the company in a case study in our second quarter 2012. We also used Britvic twice as an example of how disconnect between volatility and business values and volatility in market prices can create repeated opportunities for long-term value investors to buy high-quality businesses at large discount to intrinsic value. And both case studies are also included in this presentation. Now since we first added Assa Abloy and Britvic to the portfolio, their stocks have returned 117.90% and 134.17% in U.S. currency respectively, and no longer offered appropriate margins of safety for us to own them. Both are good companies however, and we keep monitoring them closely for renewed opportunities to invest in them again. Despite our continuous struggle to find companies which not only meet our quality criteria but also whose stocks trade at significant discounts to intrinsic value, we were able to add three new names to the portfolio during the period: Accenture, G.U.D. Holdings, and Taiwan Semiconductor Manufacturing Company. Now for a brief introduction on Accenture, I’ll pass it over to Jason again and then to Victor Liu to talk about Taiwan Semiconductor Manufacturing Company.

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2013 Q4 FPA International Value Fund Conference Call

Jason:

Thanks, Pierre. Based in Ireland, Accenture is a global IT services and outsourcing company with the majority of its revenues from North American and Europe, in addition to a presence in Asia and Latin America. We were provided with an opportunity to make an investment after quarterly earnings failed to meet market expectations, most notably at the end of June last year. Having followed the company for several years, we saw how Accenture generated attractive free cash flow growth without the needs of high capital reinvestment. Excess capital had been redistributed to shareholders in the form of both dividends and share repurchases. With a balance sheet operating consistently at a net cash position, Accenture has successfully built out of the last decade a global delivery network, which has allowed it to capture an increasing share of the growing IT and business process outsourcing market. In order to understand the normalized earnings power of the company, we studied over 25 competing firms within the industry. The evidence collected from our work indicated to us that Accenture’s competitive position was even stronger than we had thought at the outset of our research. The company’s cost position appears quite favorable relative to most competitors, and its ability to reinvest significantly in R&D and promotional activity also puts it at a distinct advantage.

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2013 Q4 FPA International Value Fund Conference Call

Given these positive dynamics, we consider the deceleration in Accenture’s consulting revenue growth in 2013 to be driven more by cyclical factors than structural or competitive. Similarly, we do not feel that the current profitability was under a material threat from a temporary reduction in its top line growth rate. On the contrary, the longer-term opportunity for global IT service providers with substantial low cost production capacity remains promising, and Accenture benefits above all from a brand name recognized in many countries around the world. With that, I’ll pass it to Victor to speak about our next new investment. Victor: Thank you, Jason. Taiwan Semiconductor Manufacturing Company, or TSMC, is a company that we have followed for many years. It is one of the largest semiconductor manufacturers in the world and works with leading design houses like Qualcomm, NVIDIA, and Broadcom. TSMC employs a unique business model serving as a pure play foundry that manufactures for customers, protects their intellectual property, and does not compete with them. What piqued our interest in TSMC was its increasing importance in the semiconductor value chain. As semiconductor manufacturing increases in complexity, so do the costs, skills, and experience required to

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2013 Q4 FPA International Value Fund Conference Call

be a competitive foundry. Over the past few years, TSMC has made large scale investments in leading edge manufacturing capacity. We believe this investment will not harm the economics of their business, but should instead generate healthy returns and widen the lead they already possess over competitors. TSMC’s combination of strong execution, collaborative business models, thoughtful capital allocation, and healthy returns made it an investment for us in the quarter. Pierre: Thank you, Jason. Thank you, Victor. These two new additions are outputs of our efforts to go back and review our analytical work on names that belong to our so-called best-of-breed list, which is something that we mentioned last quarter. By taking deep dives into companies that we had long followed but not yet had the opportunity to own, in particular in situations where they had gone through new developments; we were able to identify some suitable candidates for the portfolio. And Accenture and Taiwan Semi are also a credit to that. They’re also a credit to how we have come together as a team I think. Since coming on board earlier this year, Jason and Victor have embraced the process, helped consolidate and expand the research, and contributed their unique visions and expertise to the process.

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2013 Q4 FPA International Value Fund Conference Call

Last quarter we also mentioned our continued extensive traveling, making every effort to uncover new opportunities in all markets, in particular in situations that we may have overlooked in the past or where we identified some agents of change. G.U.D. was the third addition to the portfolio this quarter and in a large part a product of these efforts. Based in Australia, G.U.D. is a mix of solid domestic businesses and restructuring cases as well. While we long knew the management now in charge at G.U.D., we came across the company itself on a recent trip to the region. And as it is often the case, we had followed the career developments of the new management team in place, and we were keen to hear more about what they’d hope to accomplish in their new roles at a company faced with some challenges, and that’s what ultimately led us to the investment in G.U.D. One last quick comment on portfolio activity, if you look at the portfolio turnover historically, it’s been very high relative to what we consider to be our historical standards. On a longer-term basis, we would expect an average turnover ratio of around 20%, so 3–5 years would be sort of the typical holding period. That being said, the 3 –5 year holding period is not an investment horizon. We don’t go into a new investment with the idea that we’re going to be in there for three years; we go into a

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2013 Q4 FPA International Value Fund Conference Call

new investment with the idea that we could be invested in in perpetuity. And we want to be comfortable with that idea; otherwise we should not be invested in the company in the first place. But we’re also very valuationdriven. So essentially what we do is we wait for the discount to intrinsic value to unwind in capital markets, and that is what dictates ultimately the holding period. So we sort of guide for an expectation of a long-term average of 20%, 3–5 year holding period, but ultimately it’s dictated by market volatility. And that’s what explains the difference between what we’ve guided as expectation for a typical average holding period versus what the portfolio has done. In terms of the portfolio profile, from a top-down perspective, our portfolio remains driven by our strong value discipline, which translates into a few opportunities and close to 40% in cash in the current environment. We only had 23 positions at the end of the quarter versus an expected 25–35 holdings at any given point in time. We are a non-diversified strategy, as many of you know, however. And as such, we can invest in the few ideas that we find actually meet all of our criteria, and we can concentrate heavily on the best ideas. We had more than 45% of our assets invested in our top positions at year-end.

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2013 Q4 FPA International Value Fund Conference Call

In terms of market cap, as most of you know, we run an all-cap strategy, and we look at anything with at least $100 million in free float. We have companies in the portfolio that are anywhere between a market cap of $400 million and as high as a market cap of $100 billion. But we are more generally heavily geared towards large cap companies with a weighted average cap of $25 billion as we stood at the end of the quarter and a median market cap of $9 billion. For reference, I believe we were at $18 billion on a weighted average basis at the inception of the first reporting period of the Fund, and we have consistently been in the teens and above since then. In terms of geographic exposure, aside from increased exposure to Australia and our new Taiwanese holding, the overall profile of the portfolio did not change dramatically over the course of the quarter. We remain primarily geared towards companies that are domiciled in Europe, and that is simply a reflection of where we find compelling value opportunities, as our approach is agnostic to geographic exposure, as it is to size for that matter. Many of our holdings are large global companies and thus generate significant portion of their future free cash flows outside of their home country, which makes domicile of limited relevance to us. What matters is where business value is created.

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2013 Q4 FPA International Value Fund Conference Call

Similarly we measure our currency exposure based on what currency the portfolio’s free cash flow are denominated in, and we hedge defensively any currency that is a significant outlier as long as it is economical for us to do so. As we stand, we have hedged more than half our exposure to both the euro and the British pound. The reason for doing this is that we want returns to be driven by underlying business performance and the unwinding of discounts to fair value rather than currency fluctuations. We have no ability whatsoever to assess what the normalized long-term exchange rates across dozens of currency we come across should be. If we did and we wish to invest on that basis, we would not need to take on any business risk. And this is also why we take a neutral view of currencies when we value individual businesses. To this point, we continue to have no exposure to firms based in Japan where valuations have inflated further from levels we already considered generally unattractive and where we find that management teams still typically lack the type of financial discipline that we look for. To be very clear—and I need to reiterate this because we’re constantly talking about our exposure to Japan, or rather lack thereof —but we do not have a view on Japan as a whole. We are not opposed to owning any

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2013 Q4 FPA International Value Fund Conference Call

companies that happen to be domiciled in Japan. We think that there are great companies in Japan. All we are saying is that, based on what we know, as we stand, of Japan, having spent quite a bit of time in the market meeting with companies, having looked at many companies there, many businesses, and based on the type of prices that we see in Japan, in the context of the quality of the underlying businesses versus our stringent absolute value approach, we have not been able thus far to find investment opportunities in Japan that fit our approach. Similarly we continue to have no exposure to the banks. While they might make for a successful call on the European recovery, we simply don’t find them suitable for a bottom -up strategy, as many of these companies generate what we consider mediocre returns on equity despite high levels of financial leverage. And the same comment for that sector goes as for Japan. We are not in principle opposed to investing in the sector, or any sector for that matter. But we have simply been unable thus far to find such companies that would meet our investment criteria in that specific segment of the market. Beyond that, we continue to be fairly diversified while naturally gravitating towards businesses that are highly free cash flow generative

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2013 Q4 FPA International Value Fund Conference Call

and less capital-intensive. This includes both companies that require very little capital to operate, like distribution or service type businesses, as well as companies that are more capital-hungry but generate high returns thanks to their strong position in the market and in the value chain. We also find that proven robust industry or companies often offer the type of long-term sustainability that we seek. With our longstanding position in SAP and the recent addition of Taiwan Semiconductor Manufacturing Company, our exposure to technology is notable, although it is not as meaningful as the GICS classification would suggest because this includes things like Accenture and Atea, which is more of a distribution business. But more interestingly the investment reflects the strengths of the company’s business model rather than any calls on technological developments or market cycle when you think of SAP or Taiwan Semi. In general though, we find that technology-based companies are extremely difficult to value—that’s new technology in particular—as we struggle to handicap the risk of disruption and the true long-term sustainability of their business models.

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2013 Q4 FPA International Value Fund Conference Call

Our case study for the quarter is Diageo, and I will now pass it over to Victor, who covers the company, to take us through a summary of our investment thesis. Victor: Thanks, Pierre. Based in the U.K., Diageo is one of the world’s leading producers and distributors of spirits. It owns about one-third of the world’s hundred leading spirit and beer brands, including Johnnie Walker, Smirnoff, Captain Morgan, Guinness, and Baileys. The company has broad geographic exposure, with more than 35% of its revenues coming from fast growing regions. The company has a long track record of robust financial performance. Organic growth on a compound annual basis has been over 5% for the past decade. Equally interesting, this has been done without a down year during the same ten-year period. The operating margins of the business are around 30%, returns on capital employed are in excess of 40%, and the business has very high free cash flow conversion. Over its history, the company has demonstrated superior execution throughout its business. The company exhibits strong portfolio management and takes a long-term view when business decisions are made. The company does not make decisions based on quarterly performance, but rather invests in markets and brands over decades. As a

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result, Diageo thoughtfully invests in attractive markets, builds brand equity, and leads innovation. Despite strong operational performance, the company does not rest on its laurels. It continues to drive costs out of its operations and uses these savings to invest in the longer-term growth of its business. Diageo’s capital allocation track record has proven to be highly effective also. The company has a history of making sound acquisitions and walking away from overpriced auctions. Over the past 15 years, Diageo has paid £12 billion in dividends and spent £8 billion in buybacks. This return to shareholders is 40% of Diageo’s current market capitalization. Even with the consistency and profitability of its business, Diageo’s balance sheet is conservatively positioned with 2–2.5 times net debt to EBITDA. If one simply looks at Diageo’s headline valuation multiple, Diageo never really appears very cheap. However, Diageo’s a great business that is a compounding value machine. This is because of the high returns on capital that it generates and an ability to continue deploying that free cash flow in new opportunities around the world. Diageo’s an example of how a high-quality company can be underappreciated, sometimes consistently, by capital markets over long

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2013 Q4 FPA International Value Fund Conference Call

periods of time. We find that some businesses trade at high valuation multiples but are still attractively priced given their sustainable fundamentals, business quality, and superior management. Our investment process and philosophy looks for the right combination of quality and price—not just price alone. Diageo is a high-quality company that fits our strategy well. As of the end of the fourth quarter, Diageo traded at 15.5 times fiscal year June 2016 earnings, a 6% free cash flow yield, and a 3% dividend yield. Pierre: Thank you, Victor. And to conclude, we’d simply like to reiterate, as we do each quarter, the key tenets of our investment philosophy—what our investment credo really is. We are absolute, not relative, long-term value investors with a strong bias towards quality. We look for well run, financially strong, high-quality businesses whose stock we can purchase at a significant discount to our estimate of their intrinsic value. And we only invest when presented with such opportunities and will hold cash in their absence. And with that, we have no further prepared remarks, and we would like to open it up for questions.

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2013 Q4 FPA International Value Fund Conference Call

Ryan:

Thanks, Pierre, and team. For those on the call, please feel free to submit your questions now. We’re going to pause for a just a moment as we compile the questions. Please stand by. Okay, so we received one question before the call on Europe and one question during the call on Europe, and we’re going to lump those two together. The question we got before the call was: are you concerned about a deflationary environment in Europe? And the question we just got was: How exposed is Europe to the carnage in emerging markets? So, Pierre, do you want to take that?

Pierre:

Right. So these are somewhat different questions actually, so we’ll lump sort of the exposure to emerging markets with a group of questions that came through about what’s happening to emerging markets—very surprisingly so. So with the first question on sort of… are we concerned a bout deflationary environment in Europe. And as you will hear me say it several times, we are not macro analysts by any stretch of the imagination, and we select investments and build and manage the portfolio based on bottom-up analysis, fundamental research, and assessment of intrinsic value. So a lot of these comments on macro are to be taken with a huge grain of salt.

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2013 Q4 FPA International Value Fund Conference Call

I guess the answer to that question about the deflationary environment in Europe is, yes, we’re concerned about deflation in Europe, as we are in other regions. If you look at the U.S. for instance, you see that growth in prices has exceeded the growth in household income even on engineered CPI numbers, while the take-home pay is declining. And unemployment hasn’t come down much adjusted for the fall in the labor market participation rate. Wealth hasn’t trickled down. Leverage is increasing again while people are returning to the house and car market. And capital is not being redeployed at a very healthy rate. So some of these dynamics are at play in Europe as well. Prices have run up, while unemployment remains elevated, in particular with younger people. And income struggles to grow, while tax pressure intensifies. And we’re not macro economists by any stretch of the imagination once again, but that seems to us that these are potential conditions for a deflationary environment. At the same time, we also recognize that, beyond the economic low, there is the low of government. And because of that, we are equally concerned about inflation in many of these markets. We see signs of it in various economies, and we pointed out to some of these signs both indirectly in our quarterly commentary—in energy prices, in housing

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2013 Q4 FPA International Value Fund Conference Call

prices, in price of good prices, or in asset prices—and more directly. There have been considerable amounts of liquidities injected into the system through massive expansion of government balance sheets or those of their central banks. Rates have been at artificially low levels for a sustained period of time now, and it seems to us that these actions would typically be drivers of inflation in the long run. So we said yes and no. So what will happen eventually and over what timeframe? We don’t know, and we don’t believe we have the skills to know. And we’re not sure how anyone would have the skills to know that. So we read about these macroeconomic developments. We speculate about them like everyone else because it’s fun, but we don’t try and articulate a view that would then dictate how we invest and manage the portfolio. It would be a strategy of the blind. Instead we try and focus on what Howard Marks called the—and other well known investors and writer—“the knowable,” so what we can actually understand about the business and the management team and what gives us confidence in the value that these businesses create. We follow an investment philosophy and a process that we think eliminate the need to speculate on all of these macro developments. We focus on finding high-quality businesses that we can buy at significant

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2013 Q4 FPA International Value Fund Conference Call

discount to what we think they are worth and that we’re comfortable owning for long term. What we mean by quality is a business that operates in an industry with high barriers to entry, with low risk of substitution to the product or the service that it provides in a concentrated or a rational market where it enjoys sustainable competitive advantage, and a business that is well positioned in the value chain so that it has leverage over its customers and over its supplies. And what that means is that means pricing power, and that means the ability to preserve earnings generation power in the long run. In addition to that, we often invest in businesses that are asset-light with high return on their capital employed. And these are businesses that we think should fare relatively well in either scenario—whether we have deflation or whether we have inflation. So the success of our investment strategy is not dependent on any particular macro outcome so that we don’t have to focus on that. It’s something that we h ave no ability to either research or intimately understand to a point where we’d be comfortable deploying capital and not work. Also remember that we build a portfolio based on discounts to intrinsic value. We buy a company that meets our criteria if we can get the stock at a discount of over 30%. We weight it in the portfolio based on

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how that discount compares to the other stocks that we own, and we sell out of the position as the discount unwinds, as I highlighted earlier. There’s no overlay of strategy allocation or macro consideration in how we build and manage a portfolio. It’s purely based on bottom-up analysis. So the only thing of the sort that we have is that we don’ t invest in countries that we consider to be non-investable, but that’s it. And what we mean by that… we mean countries that have a transparent rule of law and a fair enforcement system. It’s as simple as that. So we may indulge in pontificating on things that we read about in the papers, and we want to try and answer some of the questions that we get on these calls that are more of a macro nature the best we can. But ultimately we’re really not the best persons to be asked about these issues, candidly. Ryan: Okay, we have question on the emerging markets. How do you minimize the collateral damage between the companies FPA International Value invests in and the “chaos in emerging markets”? Pierre: And that would tie with the other question Ryan mentioned earlier about how it exposes Europe to the carnage in emerging markets—and that’s the questioner’s words, not mine. So first, as I mentioned earlier, I think we pointed out before in some of our previous calls some of the

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2013 Q4 FPA International Value Fund Conference Call

challenges and difficulties that we could see in many emerging markets and how large injections of low-cost capital were distorting not just valuations, but also capital allocation and management behaviors. We talked on one of our calls even about the issues that we were seeing in China coming back from a trip to the region. You’ve seen us, since the inception of the Strategy, make no investment in companies that are domiciled in emerging markets. When we started the Strategy, the sentiment was that Europe was dead, but emerging markets were developing and would continue to evolve ahead. What we were finding on the ground at the company level was that Europe appeared to be an opportunity, and emerging markets looked expensive. And that’s why the portfolio ended up looking like it did—not because we anticipated any of what may be happening in emerging market, but because we looked at the fundamentals of individual businesses with discipline and objectivity, we valued them accordingly, and we found that many of these businesses in Europe were trading at large discount to fair value, so we bought them, while a lot of the businesses in emerging market were trading on very high expectation and high multiples to the normalized operating profit that they can generate.

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2013 Q4 FPA International Value Fund Conference Call

That said, to address the other side of the question, we have many companies in the portfolio that have exposure to emerging markets even though they are based in Europe. In fact we’ve made that case repeatedly. Look at where the underlying free cash flow is being generated—not where the company is domiciled. So that might mean that some of our companies may get hurt by some of the developments in emerging markets. So if you take Diageo for instance, since we used that as a case study, it has a business in China, as you would imagine. Roughly half of that is baijiu, which was Mao’s spirit of choice to give his favorite generals and that is widely used for gift-giving in the country. There’s been a terrible crackdown on that, and as a result the business is down 66%. So that means Diageo loses money now in China. Well, that’s maybe a £30million loss. That compares to £3.5 billion in EBITA for the group. So that sort of headlines may cause short-term volatility in the share price. It may even cause the group to miss out on a portion of the free cash flow we expected it to generate, but it won’t threaten the business model, and it will only be a temporary issue. It won’t threaten the group’s really existence either because they have the balance sheet to weather much more material storm than that—and longer term in

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2013 Q4 FPA International Value Fund Conference Call

perpetuity, which is how we value businesses. There’s still a large growing, getting wealthier pool of consumers in that market, in the specific case of Diageo, that may be interested in drinking whiskey, vodka, or other spirit at some point, and that may have a preference for strong branded products. So a temporary hit to cash flow may even be as material and as prolonged in other situations so as to cut into our discount to intrinsic value. But we would’ve bought the company at more than a 30% discount to intrinsic value, so we would have had quite a margin of safety in the first place. In the meantime short-term volatility means we may get an opportunity to buy more of the stock at a low price. And generally speaking on emerging markets, we have long been waiting for a correction, and I certainly am excited and prepared to take advantage of that if it’s confirmed. What’s important to understand, though, is we don’t position or pilot the portfolio reactively to sudden changes in macro sentiment. We didn’t react in that way to the fears towards Europe and we didn’t over the emerging markets love affair two years ago. We didn’t over the Japanese market bailout. We think that’s a recipe for disaster. What we do is we look at the underlying business. We understand how it works from one

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2013 Q4 FPA International Value Fund Conference Call

end of the value chain to the other by talking to customers, suppliers, competitors. We meet with management, and we get comfortable that they can handle difficult situations. We analyze the balance sheet, and we see that it can withstand shocks. We forecast free cash flow, and we purchase that perpetuity of free cash flow at a significant discount because we know that we can’t forecast all of that could happen in perpetuity and because we’re not going to play allocation strategy with the portfolio. Ryan: We have a question about Fund flows, and the question is: have the inflows into the Fund been manageable? Pierre: Yeah, the inflows into the Fund have been quite manageable. If you’ve looked at what we’ve done over the last now 13 or 14 months, we’ve seen the Strategy grow from around $20 million in asset to well in excess now of $300 million, and that has had no impact on performance. I think if you look at the type of company that we own—back to the portfolio overview that we presented in our prepared remark—the weighted average market cap of the company we own is $25 billion. The median is $9 billion. So these are relatively large companies that we could continue to invest in with the current amount of assets that we have in the current type of influence that we have. So they’ve been quite manageable thus far.

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2013 Q4 FPA International Value Fund Conference Call

Ryan: Pierre:

Question on Asia: why so little representation in Asia in the portfolio? Well, that’s must be a question that came a little earlier, and I suspect we may not get it as much as we used to now. But it remains a valid question nonetheless, even as things are coming down on that front. It’s not that we chose to have little representation in Asia or that we don’t want to. It’s not that we don’t know what’s over there either, and it’s not that we don’t track these companies. In fact as I mentioned earlier, we’ve been spending a significant amount of time in the region over the last year or year-and-a-half. Last year we went to China, Hong Kong, Taiwan, Japan, Korea, Indonesia, Philippines, Singapore, and some of these markets we went multiple times. This year we plan on returning to some of them, and we want to go to Thailand, Malaysia, possibly India. I say possibly because this is one market where we’ve been struggling a bit in terms of whether this is in fact a region that we would consider to be investable or not, back to my earlier comment. But I guess making that decision would likely at least in part come from visiting the market and talking to companies on the ground, which we have done in the past, but it’d probably be worth going back and getting an update. We have companies on both the focus list and the best-of-breed list that are in all of the Asian markets.

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2013 Q4 FPA International Value Fund Conference Call

And I guess more broadly speaking to just kind of close the point on that, we have names from all emerging markets on these two lists. We follow these companies and, if they come to create enough of a discount to intrinsic value, we’re more than happy to own them. In fact you can’t see it yet, but we invested in one such company in our Global Value Strategy, and it may become a name we would want to own in the International Value Strategy as well. We even have names in Argentina on the focus list. So we’re always looking everywhere. The only reason we have had so little representation in Asia once again is simply because we have not found the right combination of quality and price in this market. That’s been true in Japan, as I explained before. It’s been true in Korea, and it’s true in Southeast Asia on the emerging market side and more generally in other emerging markets to this date. Now things might be changing though. We’ll see. And if they do change, our portfolio is also likely to change along with the opportunity set. Ryan: So there’s a follow-up question I think to that question, Pierre. Can you talk about a few countries or at least your thought process on which country might be un-investable for the Strategy?

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2013 Q4 FPA International Value Fund Conference Call

Pierre:

Yeah, it’s always something very dynamic that we do. Bu t I highlighted the two very simple criteria that we have to determine whether a country is investable or not. And one is that the country has a clear well established rule of law. And two is that the rule of law is actually being enforced in a fair and balanced manner. If we can’t get to that level of comfort with the framework of doing business, how could we possibly be long-term investors, or how could we possibly assess the value of businesses? There are not that many places like that on the list. And like I said, it’s very dynamic, so places come in and out. But a very obvious example that we often mention that’s being very much talked about these days is Russia simply because we can never know what the rule of the game is going to be to be doing business over there and whether we’re going to be able to retain ownership of the asset or the free cash flow that a business generate over the very long run. So in this situation we simply cannot implement our philosophy and our process, and so we stay away.

Ryan:

Thanks, Pierre. Another question that was submitted beforehand… Kyle Bass, who manages a hedge fund, likes to state that European banks are 3.5 times more levered than U.S. banks. Do you think European banks present a systematic risk, and how does that risk affect the portfolio?

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2013 Q4 FPA International Value Fund Conference Call

Pierre:

Okay. Well, I guess whether the European banks are—and I’m not saying this because I’m French. But whether the European banks are 3.5 time worse than the… or more levered than the American ones doesn’t really matter that much to us. We look at those, and we often see mediocre returns on equity despite significant financial leverage, which is the exact opposite of what we look for as investors. These companies on top of that, they’re also very difficult to analyze, and they have many of the structural flaws that we precisely seek to avoid, such as high exposure to regulatory and government changes. And because of these issues, we simply have not been able to find suitable investment ideas in that part of the market, as I highlighted earlier in the prepared remarks. And as such, we have no exposure to the banks. Of course we have indirect exposure to these companies. If you take an LSL for instance in the U.K., it’s a company that provide portfolio appraisal services to the banks in a market that is highly driven by mortgages. So evidently there is an element of exposure there. More broadly speaking, I think the fact that the banks present a systemic risk has been established already. I don’t think you need anyone to tell you that. They are the system, and there’s evidently a risk there. So I don’t

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2013 Q4 FPA International Value Fund Conference Call

believe there are many portfolios, if any, that don’t have that kind of exposure or some kind of exposure to that risk. Thus the question for us is more how we manage that indirect exposure from a portfolio perspective. And the way we manage that sort of risk ultimately is again by investing in businesses that we think the world needs to have around in all circumstances. We invest in businesses that we think will survive any cyclical downturn or systemic disruption, and possibly will come out stronger over crisis. The other thing we look for is a management team that can run the business well through such temporary disruptions and a balance sheet that can weather the resulting volatility in free cash flow or short-term challenges in the credit markets. Now if on top of this we can buy these businesses at more than 30% discount to intrinsic value, then we think we’ve done as much as we could to minimize the downside risk, wherever it may come from, and protect ourselves against the risk of dominant losses. Truth be told, we actually like that such mechanisms are at play that carry systemic risks because, when those risks materialize themselves, things get cheaper— sometimes real cheap—and that’s when we like to buy. So the banks can, and have to be proven to be, quite helpful in that regard, and we’re happy that they’re around.

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2013 Q4 FPA International Value Fund Conference Call

Ryan:

Next question is: can you talk about what changes you’ve made after the third quarter when you mentioned you missed an opportunity to deploy capital because you had to wait for an investment committee meeting?

Pierre:

Okay. I don’t believe we said that we had to wait for a meeting, or that we missed the opportunity because of the meeting for that matter. All we said was that there were only two days, which happened to be right before a meeting, to review a specific company when the stock of that company was trading at a discount to intrinsic value—slightly above our required level to become a portfolio company. We don’t have to wait for our weekly committee meeting to make investment decisions. We also have ad hoc meetings. We had one for Fugro the day before we flew to South America for a two-week research trip. And in fact that was also right around the time of that other idea that the question is referring to that we mentioned in our third quarterly commentary. We had ad hoc meetings for TSMC, for Accenture, and we had them for a lot of the global names as well. What we will always wait for, though, is to have done our homework, to have done our research, to have documented our work, for the team to have had a chance to review and discuss the idea, and for me as the PM to be able to draw a consensus view from our discussions.

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2013 Q4 FPA International Value Fund Conference Call

In the case of that one stock again that we’re talking about here, it was no different than for any other stock. We’d been working on it for some time. So as you’d expect, it was in a compelling enough range of being a buy. It was what we call a high priority. So typically we grade companies we look at based on how willing we are to allocate time and resources between no interest, low priority, medium priority, and high priority to research and price. And it was a company we had never owned before, so we were doing the work. We were getting ready. And we will always do that. We will never jump in first and figure it out later. We will always do the work. And if we happen to miss out on the opportunity, so be it. We would rather miss on an opportunity than destroy capital. And the work is never lost anyway. If it’s a company that we want to own now, we will mostly likely want to own it in the future at the right price. So we’ll simply wait for another opportunity to buy the stock. That goes for this one example. It’s a company I’d like to own. It was cheap enough. It was not cheap enough, unfortunately, long enough for us to invest this time, but I’m sure we’ll get another opportunity as it get cheap again some time. And I think the reason why we are coming across situations like this frankly now I think is because in the past we were working on names that potentially had 60%, 70% upside, sometimes

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2013 Q4 FPA International Value Fund Conference Call

names that had as much as in excess of 100% upside. Now we may work on things that have 30% or 40% upside and seem to be heading in the right direction. We do the work, but we don’t develop a dangerous affection for the names as we research them and value them. We don’t give in to the sink in cost bias. Only if the idea meets all of our qualitative selection criteria and only if it’s cheap enough are we interested in buying the stocks. Sometimes they don’t quite get there, and they erupt in value before we can buy them or build a meaningful position. That’s what it is. That sort of volatility I think where a name can rally double digit within weeks or even days, having such narrow windows of opportunities, that’s also characteristic of the environment that we have been dealing with. It’s madness frankly. If you look at Accenture for instance, that stock is up 17% from mid-October to year-end and was in close rank when we bought it. If you look at G.U.D., that one is up by more than 25% I think since December now. It’s a very, very difficult environment in that regard. That’s the reality that we have to deal with, and there’s not much we can do about it. We’re not going to change our philosophy, and we’re not going to change our process. We can always do things better though. And since we have a large team now and since we are finding less actionable ideas, we can go back

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2013 Q4 FPA International Value Fund Conference Call

and finalize, update, revisit these companies that we know best, these companies that are on our best-of-breed list. We can go back to some of the companies on our focus list even and refine our valuations, discuss them internally, thereby sharing the knowledge we each have in these companies or their sectors, and institutionalizing that knowledge. It gives us an opportunity to challenge some of our conceived ideas on companies and investigate further more recent developments. We also look for new angles, for instance, cascade of holdings that may provide additional discounts or a different type of securities even. In short, we’re simply consolidating and expanding what we know to deal with what’s proven to be a challenging environment for value guys over the past few months. But it will not change the way we invest because of it. Ryan: So we have a question on the cash position on the Fund, and specifically what is cash held in U.S. dollars, short-term U.S. Treasuries, etc.? Pierre: And that essentially answers the question. I mean, the cash is essentially in cash and short-term Treasuries. And as we said, it’s about 40% of our assets now. Ryan:

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2013 Q4 FPA International Value Fund Conference Call

We have a few other questions that we haven’t gotten to, and unfortunately we are running out of time. And so if it’s important that those questions be answered, please just email us at [email protected] at your convenience, and we will get back to you as soon as possible in regards to those questions. And we apologize that we were not able to get to all of the questions that were submitted and frankly not even all of the questions that were pre-submitted for the call. With that, thank you to our listeners. We would like to thank you for your participation in the FPA International Value Fund’s f ourth quarter 2013 webcast. We invite you, your colleagues, and your clients to listen to the playback and view the slides from today’s webcast, which will be available on our website, fpafunds.com within the next week or so. We urge you to visit the website for additional information on the Fund, such as complete portfolio holdings, historical returns, and after-tax returns. Following today’s webcast, you will have the opportunity to provide your feedback, and we highly encourage you to complete the portion of the webcast. We do appreciate and review all of your comments. Please visit fpafunds.com in the future for webcast information, including replays. We post the date and time of the prospective webcasts during the latter part of each quarter, and expect the calls will generally be

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2013 Q4 FPA International Value Fund Conference Call

held three to four weeks following each quarter’s end. If you did not receive an invitation via email for today’s webcast and would like to receive one, please email us at [email protected]. We hope our shareholder letters, commentaries, and these conference calls will help keep you, our investors appropriately updated about the Fund. We do want to make sure that you understand that the views expressed on this call are as of today, February 3rd, 2014, and are subject to change based on market and other conditions. These views may differ from other portfolio managers and analysts of the firm as a whole, and are not intended to be a forecast of future events, a guarantee of future results, or investment advice. Any mention of individual securities or sectors should not be construed as a recommendation to purchase or sell such securities, and any information provided is not a sufficient basis upon which to make an investment decision. The information provided does not constitute and should not be construed as an offer or solicitation with respect to any such securities, products, or services. Past performance is not a guarantee of future results. It should not be assumed that recommendations made in the future will be profitable or will equal the performance of the security examples discussed. Any

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2013 Q4 FPA International Value Fund Conference Call

statistics have been obtained from sources believed to be reliable, but the accuracy and completeness cannot be guaranteed. You may request a prospectus directly from the Fund’s distributor, UMB Distribution Services LLC, or from our website, fpafunds.com. Please read the prospectus and the Fund’s Policy Statement carefully before investing. FPA International Value Fund is offered by UMB Distribution Services LLC. Thank you again for your participation, and this concludes today’s webcast. [END FILE]

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