Conversus StepStone Private Venture & Growth Fund Sample Contracts

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • July 1st, 2022 • Conversus StepStone Private Venture & Growth Fund • Delaware

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 24th day of June, 2022, by and between Conversus StepStone Private Venture and Growth Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

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CUSTODY AGREEMENT Dated June 21, 2022 Between UMB BANK, N.A. and CONVERSUS STEPSTONE PRIVATE VENTURE AND GROWTH FUND
Custody Agreement • July 1st, 2022 • Conversus StepStone Private Venture & Growth Fund

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 Conversus StepStone Private Venture and Growth Fund, a Delaware statutory trust (the “Fund”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 28th, 2023 • StepStone Private Venture & Growth Fund

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

CONVERSUS STEPSTONE PRIVATE VENTURE AND GROWTH FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of June 8, 2022
Agreement and Declaration of Trust • June 14th, 2022 • Conversus StepStone Private Venture & Growth Fund • 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;

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 1st, 2022 • Conversus StepStone Private Venture & Growth Fund • New York

AGREEMENT made as of this ____ day of ______________, 2022 by and between Conversus StepStone Private Venture and Growth Fund, a Delaware statutory trust (the “Fund”), and StepStone Conversus LLC, a Delaware limited liability company (the “Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 14th, 2022 • Conversus StepStone Private Venture & Growth Fund • New York

AGREEMENT made as of the [ ] day of [ ], 2022, 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 Venture and Growth Fund, a Delaware statutory trust (the “Fund”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • July 1st, 2022 • Conversus StepStone Private Venture & Growth Fund • Delaware

THIS SUB-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this 24th day of June, 2022, by and between StepStone Conversus 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 • June 14th, 2022 • Conversus StepStone Private Venture & Growth Fund • New York

THIS AGREEMENT (the “Agreement”) is made as of this [ ] day of [ ], 2022, between Conversus StepStone Private Venture and Growth Fund (the “Fund”), a Delaware statutory trust, and StepStone Conversus LLC (the “Administrator”), a limited liability company organized under the laws of the State of Delaware.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • July 1st, 2022 • Conversus StepStone Private Venture & Growth Fund • Delaware

THIS FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 24th day of June, 2022, by and between StepStone Conversus LLC, a Delaware limited liability company (the “Administrator”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “UMBFS”).

CONVERSUS STEPSTONE PRIVATE VENTURE AND GROWTH FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • July 1st, 2022 • Conversus StepStone Private Venture & Growth Fund

This Subscription Agreement is entered into this 21 day of June, 2022 by and between Conversus StepStone Private Venture and Growth Fund, a Delaware statutory trust (the “Fund”), and StepStone Group L.P. (the “Subscriber”);

StepStone Conversus LLC Charlotte, NC 28202
Conversus StepStone Private Venture & Growth Fund • June 14th, 2022 • New York

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

FIRST AMENDMENT TO THE NOVATED DISTRIBUTION AGREEMENT
Novated Distribution Agreement • June 14th, 2022 • Conversus StepStone Private Venture & Growth Fund

THIS FIRST AMENDMENT to the Novated Distribution Agreement dated as of September 30, 2021 (the “Agreement”), is entered into by and between CONVERSUS STEPSTONE PRIVATE MARKETS, a Delaware statutory trust (the “Fund”) and FORESIDE FINANCIAL SERVICES, LLC, a Delaware limited liability company (the “Distributor”), with an effective date of ______________, 2022.

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