0001144204-13-021556 Sample Contracts

CUSTODY AGREEMENT Dated April 12, 2013 Between UMB BANK, N.A. and SHARESPOST 100 FUND CUSTODY AGREEMENT
Custody Agreement • April 12th, 2013 • SharesPost 100 Fund

This agreement (this “Agreement”) is made as of April 12, 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 12th, 2013 • SharesPost 100 Fund • Delaware

THIS AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of _________ 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 12th, 2013 • SharesPost 100 Fund • Delaware

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 12th day of April, 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 • April 12th, 2013 • SharesPost 100 Fund • Delaware

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 12th day of April, 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 • April 12th, 2013 • SharesPost 100 Fund • New York

THIS INVESTMENT ADVISORY AGREEMENT is made the ____ day of ________, 2013 (the “Agreement”), by and between SharesPost 100 Fund, a Delaware statutory trust (the “Company”), and SP Investments Management, LLC, a Delaware limited liability company (the “Investment Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 12th, 2013 • SharesPost 100 Fund

EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective as of [________], 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”).

DISTRIBUTION SERVICES AGREEMENT
Distribution Agreement • April 12th, 2013 • SharesPost 100 Fund • Delaware

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

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