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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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”).

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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”).

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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;

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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”).

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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”).

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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”).

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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”).

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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.

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StepStone Conversus LLC Charlotte, NC 28202
Expense Limitation and Reimbursement Agreement • June 14th, 2022 • Conversus StepStone Private Venture & Growth Fund • 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”):

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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”);

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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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