EXHIBIT D.2.
FINANCIAL SERVICES AGREEMENT
AGREEMENT, dated October 21, 2002 by and between FPA FUNDS TRUST, a
Delaware business trust (hereinafter referred to as the "Fund"), and FIRST
PACIFIC ADVISORS, INC., a Massachusetts corporation (hereinafter referred to as
the "Manager").
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended
(hereinafter referred to as the "Investment Company Act"), consisting of FPA
Crescent Fund, a series portfolio ("Portfolio"); and
WHEREAS, the Manager is engaged principally in rendering management
and investment advisory services and is registered as an investment adviser
under the Investment Advisers Act of 1940; and
WHEREAS, the Fund has retained the Manager to render management and
investment advisory services to the Portfolio in the manner and on the terms set
forth in the Investment Advisory Agreement dated November 17, 2000; and
WHEREAS, the Manager is willing to provide management and investment
advisory services to the Fund on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Manager hereby agree as follows:
ARTICLE I
COMPENSATION OF THE MANAGER
The Fund shall pay the Manager in monthly installments, a financial
services fee calculated at the annual rate of 0.10% of the Portfolio's average
daily net assets. The fee is to compensate the Manager for the provision of
financial services to the Portfolio including, among other normal financial
services for the Portfolio, maintaining the accounts, books and other documents
which constitute the record forming the basis for the Portfolio's financial
statements, preparation of such financial statements and other Portfolio
documents and reports of a financial nature required by Federal and state laws,
calculating daily net asset value of the Portfolio, and participating in the
production of the Portfolio's registration statements, prospectuses, proxy
solicitation materials and reports to stockholders (including compensation of
the Treasurer or other principal financial officer of the Portfolio,
compensation of personnel working under such person's direction and expenses of
office space, facilities and equipment used by such personnel in the performance
of their financial services duties to the Portfolio). In the event of
termination of this Agreement, the fee shall be prorated based on the number of
days elapsed in the current month.
ARTICLE II
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall continue in effect to October 21, 2004. It may be
continued in effect thereafter by mutual consent, provided that such continuance
shall be specifically approved at least annually by (a) the Board of Trustees of
the Fund or by a majority of the outstanding shares of the Portfolio and (b) by
a majority of the trustees who are not parties to this Agreement or interested
persons (as defined in the Investment Company Act) of any such party. This
Agreement will terminate upon assignment and may be
terminated without penalty on sixty days' written notice at the option of either
party hereto or by the vote of the shareholders of the Portfolio. Any notice
under this Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at the principal office of such party.
ARTICLE III
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by (a) the Board of Trustees of the Fund, or by the vote
of a majority of outstanding voting securities of the Portfolio, and (b) a
majority of those directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE IV
DEFINITIONS OF CERTAIN TERMS
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Investment Company Act shall be resolved by reference to such term or
provision of the Investment Company Act and to interpretations thereof, if any,
by the United States Courts or in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to said Investment Company Act. In addition, where
the effect of a requirement of the Investment Company Act reflected in any
provision of this Agreement is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
ARTICLE V
GOVERNING LAW
This Agreement shall be construed in accordance with laws of the State
of California and the applicable provisions of the Investment Company Act. To
the extent that the applicable laws of the State of California, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE VI
LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
Notice is hereby given that this instrument is executed on behalf of
the Trustees of the Trust as Trustees and not individually and that the
obligations of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property of
the Fund.
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
FPA FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President
FIRST PACIFIC ADVISORS, INC.
By: /s/ J. Xxxxxxx Xxxxxx
----------------------
J. Xxxxxxx Xxxxxx, Principal
3