FS MVP Private Markets Fund Sample Contracts

CUSTODY AGREEMENT Dated October 27, 2021 Between UMB BANK, N.A. and MVP PRIVATE MARKETS FUND
Custody Agreement • July 28th, 2023 • FS MVP Private Markets 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 MVP Private Markets Fund, a Delaware statutory trust (the "Fund").

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MVP PRIVATE MARKETS FUND AGREEMENT AND DECLARATION OF TRUST Dated: April 21, 2021
Trust Agreement • April 21st, 2021 • MVP Private Markets Fund

THIS AGREEMENT AND DECLARATION OF TRUST of MVP Private Markets Fund, a Delaware statutory trust, made as of April 21, 2021, by the undersigned Trustee.

AMENDED AND RESTATED CUSTODY AGREEMENT Dated December 29, 2021 Between UMB BANK, N.A. and MVP PRIVATE MARKETS FUND
Custody Agreement • July 28th, 2023 • FS MVP Private Markets 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 MVP Private Markets Fund, a Delaware statutory trust (the "Fund").

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 28th, 2023 • FS MVP Private Markets Fund • Delaware

AGREEMENT made this 30th day of June 2023, by and between FS MVP Private Markets Fund, a Delaware statutory trust (the “Fund”), and Portfolio Advisors, LLC, a Delaware limited liability company (the “Adviser”).

Services Agreement
Services Agreement • July 28th, 2023 • FS MVP Private Markets Fund • New York
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT FS MVP Private Markets Fund
Expense Limitation and Reimbursement Agreement • July 28th, 2023 • FS MVP Private Markets Fund

This AGREEMENT is made as of the 30th day of June, 2023 by and between FS MVP Private Markets Fund, a Delaware statutory trust (the “Fund”), and Portfolio Advisors, LLC, an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 12th, 2021 • MVP Private Markets Fund • New York

THIS AGREEMENT is made as of_________, 2021, between MVP Private Markets Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

AMENDMENT 1
Distribution Agreement • September 27th, 2023 • FS MVP Private Markets Fund

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of July 3, 2023 (the “Effective Date”):

DISTRIBUTION AGREEMENT
Distribution Agreement • July 28th, 2023 • FS MVP Private Markets Fund • New York

THIS AGREEMENT is made as of December 2, 2021, between MVP Private Markets Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

AMENDMENT TWO
Services Agreement • September 27th, 2023 • FS MVP Private Markets Fund

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of July 3, 2023 (the “Effective Date”):

AMENDMENT ONE
Services Agreement • September 27th, 2023 • FS MVP Private Markets Fund

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

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