0001104659-20-053434 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • April 29th, 2020 • FS Series Trust • Delaware

This Administration Agreement (the “Agreement”) is made this 29th day of January 2020, by and between FS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its series, FS Energy Total Return Fund (the “Fund”), and FS ENERGY ADVISOR, LLC, a Delaware limited liability company (the “Administrator”).

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BROKER-DEALER SELLING AGREEMENT
Broker-Dealer • April 29th, 2020 • FS Series Trust • Colorado

THIS BROKER-DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and ___________________________________, a _________________________ having its principal place of business at ________________________________________________________ (hereinafter “Broker-Dealer”).

INVESTMENT ADVISORY AGREEMENT BETWEEN FS SERIES TRUST AND FS ENERGY ADVISOR, LLC
Investment Advisory Agreement • April 29th, 2020 • FS Series Trust • Delaware

This Investment Advisory Agreement (the “Agreement”) is made this 29th day of January 2020, by and between FS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its series, FS Energy Total Return Fund (the “Fund”), and FS ENERGY ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).

FS Series Trust
FS Series Trust • April 29th, 2020
AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 29th, 2020 • FS Series Trust

THIS AMENDMENT TO MASTER CUSTODIAN AGREEMENT (the “Amendment”) is made and entered into as of April 15, 2020 by and among each registered investment company identified on Appendix A hereto (each a “Fund” and collectively, the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2020 • FS Series Trust • Delaware

THIS EXPENSE LIMITATION AGREEMENT (“Expense Limitation Agreement”) is made as of the 29th day of January, 2020 by and between FS Series Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, FS Energy Total Return Fund (the “Fund”), and FS Energy Advisor, LLC, a Delaware limited liability company (the “Advisor”).

INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG FS SERIES TRUST,
Sub-Advisory Agreement • April 29th, 2020 • FS Series Trust • New York

This Investment Sub-Advisory Agreement (“Agreement”) is made this [·], 2020, by and among FS ENERGY ADVISOR, LLC, a Delaware limited liability company (the “Adviser”), FS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its series, FS Energy Total Return Fund (the “Fund”), and MAGNETAR ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDMENT 2
FS Series Trust • April 29th, 2020

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

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