0001104659-13-087720 Sample Contracts

UMB DISTRIBUTION SERVICES, LLC Milwaukee, Wisconsin 53233 DEALER ASSISTANCE AGREEMENT FOR THE SALE OF SHARES OF FPA FUNDS
Dealer Assistance Agreement • November 29th, 2013 • Fpa Paramount 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.

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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • November 29th, 2013 • Fpa Paramount Fund Inc • Wisconsin

THIS TRANSFER AGENCY AGREEMENT is made as of this 7th day of November, 2011, by and between FPA Paramount 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 • November 29th, 2013 • Fpa Paramount 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 29th, 2013 • Fpa Paramount Fund Inc

AGREEMENT, dated November 15, 2013, between FPA PARAMOUNT FUND, INC., a Maryland corporation (hereinafter called “Paramount”), and FIRST PACIFIC ADVISORS, LLC, a Delaware limited liability company (hereinafter called the “Adviser”).

October 1, 2013
Fpa Paramount Fund Inc • November 29th, 2013

FPA Paramount Fund, Inc. (the “Fund”), a Maryland corporation, has entered into an agreement with First Pacific Advisors, LLC (“Adviser”) whereby Adviser provides investment advisory services to the Fund (the “Investment Advisory Agreement”). The shareholders of the Fund are considering a new Investment Advisory Agreement (the “New Investment Advisory Agreement”) under which the Adviser would continue to provide investment advisory services to the Fund at a different fee rate and schedule, which would take effect as soon as practical after its approval by shareholders.

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