0001104659-23-065511 Sample Contracts

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").

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FORM OF INVESTMENT ADVISORY AGREEMENT FPA Funds Trust on behalf of its series FPA New Income Fund
Investment Advisory Agreement • May 26th, 2023 • Fpa Funds Trust • 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”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory 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”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AMONG FIRST PACIFIC ADVISORS, LP, BRAGG FINANCIAL ADVISORS, INC. AND FPA FUNDS TRUST
Investment Sub-Advisory 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.

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:
Expense Limit Agreement • May 26th, 2023 • Fpa Funds Trust

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 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:
Expense Limit 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”).

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 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 CO-ADMINISTRATION AGREEMENT
Co-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:
Expense Limit 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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