0001144204-11-039827 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 Institutional 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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PARAMOUNT INSTITUTIONAL ACCESS FUND AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • July 8th, 2011 • Paramount Institutional 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 Institutional Access Fund • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ____, 2011, by and between the Paramount Institutional 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
Agreement and Declaration of Trust • July 8th, 2011 • Paramount Institutional 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 Institutional Access Fund • Delaware

AGREEMENT dated as of this [ ] day of ____ 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 Institutional 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 Institutional 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.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 8th, 2011 • Paramount Institutional Access Fund

AGREEMENT made as of the [ ] day of [ ], 2011, by and between Paramount Institutional Access Fund, a Delaware business Trust (the “Fund”), and Paramount Access Advisors, LLC, a Texas limited liability company as investment adviser to the Fund (the “Adviser”).

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Fund Accounting and Recordkeeping Agreement • July 8th, 2011 • Paramount Institutional Access Fund • Utah

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

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