SharesPost 100 Fund Sample Contracts

CUSTODY AGREEMENT Dated July 26, 2013 Between UMB BANK, N.A. and SHARESPOST 100 FUND CUSTODY AGREEMENT
Custody Agreement • May 1st, 2015 • SharesPost 100 Fund

This agreement (this “Agreement”) is made as of July 26, 2013 among 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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AGREEMENT AND DECLARATION OF TRUST AS OF MARCH 22, 2013
Agreement and Declaration of Trust • April 12th, 2013 • SharesPost 100 Fund • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of the 22nd day of March 2013, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2015 • SharesPost 100 Fund • Delaware

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 31 day of July 2013 (the “Effective Date”), by and among each of the Funds listed on Exhibit A attached hereto (each a “Fund”, and together, the “Funds”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 30th, 2015 • SharesPost 100 Fund • Delaware

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 26th day of June, 2013, by and between SharesPost 100 Fund, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • May 1st, 2015 • SharesPost 100 Fund • Delaware

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 26th day of July, 2013, by and between SharesPost 100 Fund, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Administrator”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 22nd, 2021 • SharesPost 100 Fund • New York

THIS INVESTMENT ADVISORY AGREEMENT is made the 9th day of December, 2020 (the “Agreement”), by and between SharesPost 100 Fund, a Delaware statutory trust (the “Company”), and Liberty Street Advisors, Inc., a New York corporation (the “Investment Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 1st, 2015 • SharesPost 100 Fund

EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective as of July 30, 2013, by and between SP Investments Management, LLC, a Delaware limited liability company (the “Adviser”), and SharesPost 100 Fund, a Delaware statutory trust (the “Fund”).

FUND CCO AGREEMENT
Fund Cco Agreement • August 2nd, 2013 • SharesPost 100 Fund • Delaware

AGREEMENT made as of ____________, 2013 by and between SharesPost 100 Fund, a Delaware statutory trust, with its principal office and place of business at 1150 Bayhill Drive, Suite 300, San Bruno, California 94066 (the “Fund”), and Foreside Compliance Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (“Foreside”).

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • April 30th, 2015 • SharesPost 100 Fund • Delaware

THIS AGREEMENT (this “Agreement”) made this 31 day of July, 2013, by and between SP Investments Management, LLC (the “Adviser”), and Foreside Fund Services, LLC a Delaware limited liability company (the “Distributor”).

SHAREPOST 100 FUND CCO AGREEMENT
Fund Cco Agreement • May 31st, 2019 • SharesPost 100 Fund • Delaware

AGREEMENT made as of May 22, 2019 by and between SharesPost 100 Fund, a Delaware statutory trust, with its principal office and place of business at 101 Jefferson Drive, Floor 2, Menlo Park, CA 94025 (the “Fund”), and Compliance4, LLC, a Maine limited liability company, with its principal office and place of business at 9 Terison Drive, Suite 100, Falmouth, Maine 04105 (“Compliance4”).

SHARESPOST 100 FUND AMENDMENT NO. 1 TO THE AGREEMENT AND DECLARATION OF TRUST Effective October 2, 2020
The Agreement • March 22nd, 2021 • SharesPost 100 Fund

The Agreement and Declaration of Trust is amended to add the following paragraph after the first paragraph of Article X, Section 10.1:

THE PRIVATE SHARES FUND CCO AGREEMENT
Shares Fund Cco Agreement • April 28th, 2023 • Private Shares Fund

AGREEMENT made as of May 23, 2022 by and between The Private Shares Fund, a Delaware statutory trust, with its principal office and place of business at 88 Pine Street, Suite 3101, New York, NY 10005 (the “Fund”), and Compliance4, LLC, a Maine limited liability company, with its principal office and place of business at 9 Terison Drive, Suite 100, Falmouth, Maine 04105 (“Compliance4”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 6th, 2013 • SharesPost 100 Fund • Delaware

This SUBSCRIPTION AGREEMENT (the “Agreement”), effective as of date set forth on the signature page hereto (the “Effective Date”), is by and between SharesPost 100 Fund, a Delaware statutory trust (the “Company”) and the undersigned subscriber (the “Subscriber”).

FUND CCO AGREEMENT
Fund Cco Agreement • April 30th, 2015 • SharesPost 100 Fund • Delaware

AGREEMENT made as of July 22, 2013 by and between SharesPost 100 Fund, a Delaware statutory trust, with its principal office and place of business at 1150 Bayhill Drive, Suite 300, San Bruno, California 94066 (the “Fund”), and Foreside Compliance Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (“Foreside”).

Expense Limitation Agreement
Limitation Agreement • November 7th, 2017 • SharesPost 100 Fund
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 22nd, 2021 • SharesPost 100 Fund

EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective as of December 9, 2020 (the “Effective Date”), by and between Liberty Street Advisors, Inc., a New York corporation (the “Advisor”), and SharesPost 100 Fund, a Delaware statutory trust (the “Fund”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 2nd, 2022 • Private Shares Fund

EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective as of May 2, 2022 (the “Effective Date”), by and between Liberty Street Advisors, Inc., a New York corporation (the “Advisor”), and The Private Shares Fund, a Delaware statutory trust (the “Fund”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 2nd, 2013 • SharesPost 100 Fund • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [_] day of [__________], 2013, by and between SharesPost 100 Fund (the “Fund”), a Delaware statutory trust, which is registered as an investment company under the Investment Company Act of 1940, as amended (the “ICA”), and [__________] (the “Trustee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 2nd, 2013 • SharesPost 100 Fund • Delaware

This SUBSCRIPTION AGREEMENT (the “Agreement”), effective as of date set forth on the signature page hereto (the “Effective Date”), is by and between SharesPost 100 Fund, a Delaware statutory trust (the “Company”) and the undersigned subscriber (the “Subscriber”).

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