0001169232-05-005673 Sample Contracts

FORM OF AGREEMENT AND DECLARATION OF TRUST OF PARADIGM FUNDS TRUST
Trust Agreement • December 16th, 2005 • PARADIGM Funds Trust • Delaware

WHEREAS, THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware business trust in accordance with the provisions hereinafter set forth,

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FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • December 16th, 2005 • PARADIGM Funds Trust • Ohio

AGREEMENT made effective as of the ____ day of ___________ (the “Effective Date”), between Paradigm Funds Trust (the “Trust”), a Delaware statutory trust with a principal place of business at 650 Fifth Avenue, 17th Floor, New York, NY 10019, Paradigm Multi Strategy Fund, LLC (the “Portfolio”, and each of the Trust and the Portfolio, the “Fund”), a Delaware limited liability company with a principal place of business at 650 Fifth Avenue, 17th Floor, New York, NY 10019. This Agreement shall be considered a separate agreement between BISYS and each Fund, and references to “the Fund”, etc., shall refer to each Fund separately. No Fund shall be liable for the obligations of, nor entitled to the benefits of, any other Fund under this Agreement.

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 16th, 2005 • PARADIGM Funds Trust • Delaware

AGREEMENT made this __ day of _____, 2005 by and between PARADIGM FUNDS TRUST, a Delaware statutory trust (the “Trust”), and PARADIGM Global Advisors, LLC, a Delaware limited liability company (the “Investment Manager”).

FORM OF FUND OF HEDGE FUNDS CUSTODIAL AGREEMENT
Custodial Agreement • December 16th, 2005 • PARADIGM Funds Trust

THIS CUSTODIAL AGREEMENT (the “Agreement”) is made as of __________2005, by and between J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (together with certain affiliates, as described in Section I below, the “Bank”), [FUND OF FUNDS] (the “Customer”), a privately offered investment fund organized as a [Form of Organization] under the laws of [Country of Organization], and [Investment Manager/General Partner], the investment manager of the Customer (the “Manager”).

FORM OF EXPENSE LIMITATION AGREEMENT PARADIGM FUNDS TRUST
Expense Limitation Agreement • December 16th, 2005 • PARADIGM Funds Trust • New York

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of _________________, 2005 by and between PARADIGM Funds Trust, a Delaware statutory trust (the “Fund”), and PARADIGM Global Advisors, LLC, a Delaware limited liability company (“PARADIGM”).

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