Fpa Funds Trust Sample Contracts

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FORM OF CUSTODY AGREEMENT Dated [ ], 2023 Between UMB BANK, N.A. and [FPA FUNDS TRUST] CUSTODY AGREEMENT
Custody Agreement • May 26th, 2023 • Fpa Funds Trust

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 29th, 2020 • Fpa U.S. Value Fund Inc • Massachusetts

This Agreement is made as of March 23, 2015 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). This Agreement amends and restates the Custodian Agreement between FPA Funds Trust and the Custodian dated as of October 22, 2002.

MASTER ADMINISTRATION AGREEMENT
Master Administration Agreement • April 30th, 2015 • Fpa Perennial Fund Inc • Massachusetts

This Master Administration Agreement (“Agreement”) dated and effective as of March 23, 2015, is by and among State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 21 below, shall hereinafter be referred to as a “Trust” and collectively, the “Trusts”).

DISTRIBUTION AGREEMENT
Distribution Agreement • March 1st, 2013 • Fpa Perennial Fund Inc • Wisconsin

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of this 28th day of September, 2012, by and between FPA Perennial Fund, Inc., a Maryland corporation (the “Fund”), and UMB Distribution Services, LLC, a Wisconsin limited liability company (“Provider”).

UMB DISTRIBUTION SERVICES, LLC Milwaukee, Wisconsin 53233 DEALER ASSISTANCE AGREEMENT FOR THE SALE OF SHARES OF FPA FUNDS
Dealer Assistance Agreement • March 1st, 2013 • Fpa Perennial Fund Inc • Wisconsin

This Dealer Assistance Agreement (the “Agreement”) has been adopted pursuant to Rule 12b-1 under the 1940 Act by the Trust and the Companies on behalf of the Funds and their various shares, as applicable, under one or more distribution plans (the “Plan”) adopted pursuant to said Rule. This Agreement, being made between UMB Distribution Services, LLC (the “Distributor”) and the undersigned authorized dealer, relates to the services to be provided by the authorized dealer and for which it is entitled to receive payments pursuant to the Plan.

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • March 1st, 2013 • Fpa Perennial Fund Inc • Wisconsin

THIS TRANSFER AGENCY AGREEMENT is made as of this 7th day of November, 2011, by and between FPA Perennial Fund, Inc., a Maryland corporation (the “Company”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (“UMBFS”).

RETIREMENT PLAN AGREEMENT
Retirement Plan Agreement • March 1st, 2013 • Fpa Perennial Fund Inc • Wisconsin

THIS AGREEMENT is made this day of , 2011, by and between UMB BANK, N.A., a national banking association, having its principal office and place of business at 1010 Grand Avenue, Kansas City, Missouri 64141 (the “Bank”), UMB FUND SERVICES, INC., a Wisconsin corporation, having its principal office and place of business at 803 West Michigan Street, Milwaukee, Wisconsin 53233 (“UMBFS”), and each of the separate investment funds set forth on Appendix D attached hereto , having their principal office and place of business at 11400 W. Olympic Blvd., Los Angeles, California 90064 (each a “Fund” and collectively the “Funds”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Agreement • May 26th, 2023 • Fpa Funds Trust

AGREEMENT, dated [ ], 2023, by and between FPA FUNDS TRUST, a Delaware business trust on behalf of its series FPA U.S. CORE EQUITY FUND (hereinafter called the “Fund”), and FIRST PACIFIC ADVISORS, LP, a Delaware limited partnership (hereinafter called the “Adviser”).

FPA New Income Fund 11601 Wilshire Blvd., Ste. 1200 Los Angeles, CA 90025 RE: Expense Limit Agreement – FPA New Income Fund Dear Ladies and Gentlemen:
Fpa Funds Trust • May 26th, 2023

FPA New Income Fund (the “Fund”), a series of the FPA Funds Trust, a Delaware business trust, has entered into an agreement with First Pacific Advisors, LP (“Adviser”) whereby Adviser provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AMONG FIRST PACIFIC ADVISORS, LP, BRAGG FINANCIAL ADVISORS, INC. AND FPA FUNDS TRUST
Agreement • May 26th, 2023 • Fpa Funds Trust

THIS AGREEMENT, made as of this [ ]st day of [ ], 2023 by and among FPA Funds Trust (“Trust”), a Delaware business trust, on behalf of the series of the Trust listed in Schedule A (each a “Fund” and collectively, the “Funds”), First Pacific Advisors, LP (“Adviser”), a Delaware partnership, and Bragg Financial Advisors, Inc. (“Sub-Adviser”), a North Carolina Corporation.

DISTRIBUTION AGREEMENT
Distribution Agreement • May 1st, 2007 • Fpa Perennial Fund Inc • Maryland

Agreement dated as of October 1, 2006, by and between FPA PERENNIAL FUND, INC., a Maryland corporation (hereinafter called the “Fund”), and FPA FUND DISTRIBUTORS, INC., a California corporation (hereinafter called the “Distributor”).

FPA FUNDS TRUST FORM OF UNIFIED FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 26th, 2023 • Fpa Funds Trust • California

THIS UNIFIED INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of [ ], 2023 by and between the FPA Funds Trust, a Delaware business trust (the “Trust”), on behalf of the series of the Trust listed in Appendix A (the “Funds”), which Appendix may be amended from time to time, and First Pacific Advisors, LP, a Delaware limited partnership (the “Adviser”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • May 26th, 2023 • Fpa Funds Trust • Wisconsin

THIS AGREEMENT is made as of this [ ] day of [ ], 2023, by and between [FPA Funds Trust, a Delaware statutory trust (the “Trust”)] and UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”).

FORM OF INVESTMENT ADVISORY AGREEMENT FPA Funds Trust on behalf of its series FPA New Income Fund
Fpa Funds Trust • May 26th, 2023 • California

AGREEMENT dated [ ], 2023, by and between FPA FUNDS TRUST, a Delaware business trust on behalf of its series FPA NEW INCOME FUND (hereinafter referred to as the “Fund”), and FIRST PACIFIC ADVISORS, LP, a Delaware limited partnership (hereinafter referred to as the “Manager”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 1st, 2007 • Fpa Perennial Fund Inc

AGREEMENT, dated October 1, 2006, by and between FPA PERENNIAL FUND, INC., a Maryland corporation (hereinafter called the “Fund”), and FIRST PACIFIC ADVISORS, LLC, a Delaware limited liability company (hereinafter called the “Adviser”).

FPA PERENNIAL FUND, INC.
Fpa Perennial Fund Inc • March 4th, 1999
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FORM OF AMENDMENT AGREEMENT
Amendment Agreement • May 26th, 2023 • Fpa Funds Trust

THIS AMENDMENT AGREEMENT (this “Amendment”) is effective as of this [ ] day of June, 2023, by and between FPA Funds Trust, a Delaware business trust (the “Trust”), on behalf of each of the separate investment funds listed on Appendix D hereto (the “Funds”), First Pacific Advisors, LP (f/k/a First Pacific Advisors, LLC), a Delaware limited partnership (the “Advisor”), UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”), UMB Distribution Services, LLC, a Wisconsin limited liability company (“UMBDS”) and UMB Bank, N.A., a national banking Association (the “Bank”).

FORM OF AGREEMENT FPA Queens Road Value Fund 11601 Wilshire Blvd., Ste. 1200 Los Angeles, CA 90025 RE: Expense Limit Agreement – FPA Queens Road Value Fund Dear Ladies and Gentlemen:
Form of Agreement • May 26th, 2023 • Fpa Funds Trust

FPA Queens Road Value Fund, a series of the FPA Funds Trust , (the “Fund”), a Delaware business trust, has entered into an agreement with First Pacific Advisors, LP (“Adviser”) whereby Adviser provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

FORM OF CO-ADMINISTRATION AGREEMENT
Administration Agreement • May 26th, 2023 • Fpa Funds Trust • Wisconsin

THIS CO-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this [ ] day of [ ], 2023, by and between [FPA Funds Trust, a Delaware statutory trust (the “Trust”)], UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”), and Mutual Fund Administration, LLC, a California corporation (“MFAC”). UMBFS and MFAC are collectively referred to herein as the “Co-Administrators,” in singular or plural usage, as required by context.

FORM OF AGREEMENT FPA Queens Road Small Cap Value Fund 11601 Wilshire Blvd., Ste. 1200 Los Angeles, CA 90025 RE: Expense Limit Agreement – FPA Queens Road Small Cap Value Fund Dear Ladies and Gentlemen:
Form of Agreement • May 26th, 2023 • Fpa Funds Trust

FPA Queens Road Small Cap Value Fund, a series of the FPA Funds Trust , (the “Fund”), a Delaware business trust, has entered into an agreement with First Pacific Advisors, LP (“Adviser”) whereby Adviser provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

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