0001193125-22-173937 Sample Contracts

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

• Contract Type
  Agreement and Declaration of Trust
• Filed
  June 14th, 2022
• Company
  Conversus StepStone Private Venture & Growth Fund
• Jurisdiction
  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 • June 14th, 2022 • Conversus StepStone Private Venture & Growth Fund • New York

• Contract Type
  Investment Advisory Agreement
• Filed
  June 14th, 2022
• Company
  Conversus StepStone Private Venture & Growth Fund
• Jurisdiction
  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

• Contract Type
  Sub-Advisory Agreement
• Filed
  June 14th, 2022
• Company
  Conversus StepStone Private Venture & Growth Fund
• Jurisdiction
  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”).

ADMINISTRATION AGREEMENT

Administration Agreement • June 14th, 2022 • Conversus StepStone Private Venture & Growth Fund • New York

• Contract Type
  Administration Agreement
• Filed
  June 14th, 2022
• Company
  Conversus StepStone Private Venture & Growth Fund
• Jurisdiction
  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.

StepStone Conversus LLC Charlotte, NC 28202

Expense Limitation and Reimbursement Agreement • June 14th, 2022 • Conversus StepStone Private Venture & Growth Fund • New York

• Contract Type
  Expense Limitation and Reimbursement Agreement
• Filed
  June 14th, 2022
• Company
  Conversus StepStone Private Venture & Growth Fund
• Jurisdiction
  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

• Contract Type
  Novated Distribution Agreement
• Filed
  June 14th, 2022
• Company
  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.