0001144204-11-039813 Sample Contracts

CUSTODY AGREEMENT Dated __, 2011 Between UMB BANK, N.A. and PARAMOUNT ACCESS ADVISORS, LLC on behalf of each of the Paramount Funds
Custody Agreement • July 8th, 2011 • Paramount Access Fund

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 Paramount Access Advisors, LLC, on behalf of 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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ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • July 8th, 2011 • Paramount Access Fund • Utah

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this ___ day of , 2011, by and between Paramount Access Fund, a Delaware statutory trust (the “Fund”), and J.D. Clark & Co., Inc., a Utah corporation (the “Administrator”).

PARAMOUNT ACCESS FUND AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • July 8th, 2011 • Paramount Access Fund • Delaware

AGREEMENT AND DECLARATION OF TRUST, dated as of April 28, 2011, by the individual trustees identified on the signature page hereto (the “Trustees”). The Trustees hereby agree as follows:

ESCROW AGREEMENT
Escrow Agreement • July 8th, 2011 • Paramount Access Fund • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of , 2011, by and between the Paramount Access Fund, a Delaware statutory trust (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

AGREEMENT AND DECLARATION OF TRUST PARAMOUNT ACCESS FUND (A Delaware Statutory Trust) AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of [ ], 2011
Agreement and Declaration of Trust • July 8th, 2011 • Paramount Access Fund • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of the [ ] day of [ ], 2011, by the Trustees hereunder, and by the holders of Shares issued hereunder as hereinafter provided.

JOINT INSURED BOND AGREEMENT
Joint Insured Bond Agreement • July 8th, 2011 • Paramount Access Fund • Delaware

AGREEMENT dated as of this [ ] day of July 2011, by and between Paramount Access Fund Fund and Paramount Institutional Access Fund (the “Funds”).

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • July 8th, 2011 • Paramount Access Fund

The Trustees of Paramount Access Fund, Paramount Institutional Access Fund, and Paramount Access Advisors, LLC (collectively, the “Parties” or “Insureds,” and individually, a “Party” or “Insured”) have approved the joint purchase of a trustees and officers professional liability insurance policy (the “Policy”) issued by [__________________] (the “Insurer(s)”) in the total coverage amount of [$________].

SELECTED DEALER AGREEMENT COVERING SHARES OF BENEFICIAL INTEREST IN PARAMOUNT ACCESS FUND AND PARAMOUNT INSTITUTIONAL ACCESS FUND BETWEEN EACH FUND AND
Selected Dealer Agreement • July 8th, 2011 • Paramount Access Fund • Texas

The Selected Dealer named above and Paramount Access Fund and Paramount Institutional Access Fund (each, a “Fund” and together, the “Funds”), agree to the terms and conditions set forth in this agreement.

FUND SERVICING AGREEMENT BY AND BETWEEN PARAMOUNT ACCESS ADVISORS, LLC AND PARAMOUNT ACCESS FUND July [ ], 2011
Fund Servicing Agreement • July 8th, 2011 • Paramount Access Fund • Delaware

FUND SERVICING AGREEMENT, made as of the [ ]th day of July, 2011, by and between Paramount Access Advisors, LLC, a limited liability company formed under the laws of the State of Texas (“PAA”), and Paramount Access Fund (the “Fund”), on the other.

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