Conversus StepStone Private Markets Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • April 13th, 2020 • Conversus StepStone Private Markets • Minnesota

THIS AGREEMENT is made and entered into as of the 18th day of February, 2020, by and between CONVERSUS STEPSTONE PRIVATE MARKETS, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • July 17th, 2023 • StepStone Private Markets

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 11th day of March, 2023, by and between StepStone Private Markets, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

CUSTODY AGREEMENT Dated April 27, 2023 Between UMB BANK, N.A. and
Custody Agreement • July 17th, 2023 • StepStone Private Markets

This agreement made as of the date first set forth above (the “Agreement”) between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”) and StepStone Private Markets, a Delaware statutory trust (the “Fund”).

DISTRIBUTION AGREEMENT
Distribution Agreement • September 18th, 2020 • Conversus StepStone Private Markets • Delaware

THIS AGREEMENT is made and entered into as of this 17th day of September, 2020, 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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 17th, 2023 • StepStone Private Markets

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of this 27th day of April, 2023, by and StepStone Private Markets, a Delaware statutory trust (the “Trust”) and UMB Distribution Services, LLC, a Wisconsin limited liability company (“Provider”).

PRIVATE PLACEMENT AGENT AGREEMENT
Private Placement Agent Agreement • April 13th, 2020 • Conversus StepStone Private Markets • Delaware

THIS AGREEMENT is made as of the 29th day of January 2020, by and among the Conversus StepStone Private Markets (the “Fund”), and Foreside Financial Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (“Placement Agent”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 17th, 2023 • StepStone Private Markets • New York

AGREEMENT, as amended and restated as of this 16th day of July, 2023, by and between StepStone Private Markets, a Delaware statutory trust (the “Fund”), and StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Adviser”).

CONVERSUS STEPSTONE PRIVATE MARKETS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of January 29, 2020
Agreement and Declaration of Trust • April 13th, 2020 • Conversus StepStone Private Markets • Delaware

WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 13th, 2020 • Conversus StepStone Private Markets • New York

AGREEMENT made as of the [ ] day of [ ], 2020, by and among StepStone Conversus LLC, a Delaware limited liability company (the “Adviser”), StepStone Group LP, a Delaware limited partnership (the “Sub-Adviser”), and Conversus Stepstone Private Markets, a Delaware statutory trust (the “Fund”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • July 17th, 2023 • StepStone Private Markets

THIS SUB-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this 27th day of April, 2023, by and between StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Administrator”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “UMBFS”).

ADMINISTRATION AGREEMENT
Administration Agreement • July 17th, 2023 • StepStone Private Markets • New York

THIS AGREEMENT (the “Agreement”) is made as of this 27th day of April, 2023, between StepStone Private Markets (the “Fund”), a Delaware statutory trust, and StepStone Group Private Wealth LLC (the “Administrator”), a limited liability company organized under the laws of the State of Delaware.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • July 17th, 2023 • StepStone Private Markets

THIS FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 27th day of April, 2023, by and between StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Administrator”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “UMBFS”).

ADMINISTRATION AGREEMENT
Administration Agreement • April 13th, 2020 • Conversus StepStone Private Markets • New York

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 24th day of March, 2020 (the “Effective Date”), by and between Conversus StepStone Private Markets, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and SEI Investments Global Funds Services, a statutory Fund formed under the laws of the State of Delaware (the “Administrator”).

TRANSFER AGENCY SERVICES AGREEMENT
Agreement • April 13th, 2020 • Conversus StepStone Private Markets • Delaware

AGREEMENT (this “Agreement”) made as of this 13th day of March, 2020 (the “Effective Date”), between Atlantic Shareholder Services, LLC (“Atlantic”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at Three Canal Plaza, Portland, Maine 04101, and Conversus StepStone Private Markets (the “Fund”), a statutory trust organized under the laws of the State of Delaware with its principal place of business at 1422 S Tryon St, Suite 300, Charlotte, NC 28203.

CONVERSUS STEPSTONE PRIVATE MARKETS SUBSCRIPTION AGREEMENT
Subscription Agreement • July 29th, 2022 • Conversus StepStone Private Markets

This Subscription Agreement is entered into this 4th day of March 2020 by and between Conversus StepStone Private Markets, a Delaware statutory trust (the “Fund”), and StepStone Group L.P. (the “Subscriber”);

StepStone Conversus LLC Charlotte, NC 28203
Conversus StepStone Private Markets • April 13th, 2020 • New York

StepStone Conversus LLC (the “Adviser”) hereby confirms its agreement as follows in respect of Conversus StepStone Private Markets (the “Fund”):

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • September 18th, 2020 • Conversus StepStone Private Markets • Delaware

THIS AGREEMENT made this 17th day of September 2020, by and between StepStone Conversus LLC, a Delaware limited liability company (the “Adviser”), and Foreside Financial Services, LLC, a Delaware limited liability company (the “Distributor”).

Contract
Conversus StepStone Private Markets • May 23rd, 2022

Exhibit (p) Conversus StepStone Private Markets Subscription Agreement for U.S. Investors Class T Shares Class S Shares Class D Shares Class I Shares Thank you for your interest in Conversus StepStone Private Markets. This Subscription Agreement applies to the offering of shares (the “Shares”) of Conversus StepStone Private Markets (the “Fund”). Only “Accredited Investors” within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) may purchase Shares. This Subscription Agreement must be received FIVE BUSINESS days before the first business day of the month for your subscription to be accepted. If you purchase Shares by wired funds, your wire must be received THREE BUSINESS days before the first business day of the month for your subscription to be accepted. If you purchase Shares by check, your check must be received in time for your check to clear THREE BUSINESS days before the first business day of the month for a subscription to be ac

Conversus StepStone Private Markets Subscription Agreement for U.S. Investors Class T Shares Class S Shares Class D Shares Class I Shares
Conversus StepStone Private Markets • April 13th, 2020 • Delaware

This Subscription Agreement applies to the offering of shares (the “Shares”) of Conversus StepStone Private Markets (the “Fund”). Only “Accredited Investors” within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) may purchase Shares.

StepStone Conversus LLC Charlotte, NC 28202
Conversus StepStone Private Markets • July 30th, 2021 • New York

Reference is hereby made to the Expense Limitation and Reimbursement Agreement accepted on July 28, 2020 (the “Prior Agreement”). By accepting this amended and restated Expense Limitation Reimbursement Agreement (the “Agreement”), it is agreed that this Agreement shall amend and restated in its entirety the Prior Agreement.

Conversus StepStone Private Markets Subscription Agreement for U.S. Investors Class T Shares Class S Shares Class D Shares Class I Shares
Conversus StepStone Private Markets • July 30th, 2021 • Delaware

This Subscription Agreement applies to the offering of shares (the “Shares”) of Conversus StepStone Private Markets (the “Fund”). Only “Accredited Investors” within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) may purchase Shares.

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