0001680359-17-000497 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • September 20th, 2017 • USQ Core Real Estate Fund • Delaware

THIS AGREEMENT is made and entered into as of the 29th day of August, 2017, by and between USQ CORE REAL ESTATE FUND, a Delaware statutory trust (the "Fund"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the "Custodian").

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FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • September 20th, 2017 • USQ Core Real Estate Fund • Delaware

THIS AGREEMENT is made and entered into as of this [____] day of [ _________], 2017, by and between USQ Core Real Estate Fund, a Delaware statutory trust (the "Fund"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor") and Union Square Capital Partners, LLC, a Delaware limited liability company and the investment advisor to the Fund (the "Adviser").

USQ Funds Quasar Distributors, LLC Milwaukee, WI 53202 FORM OF DEALER AGREEMENT
Dealer Agreement • September 20th, 2017 • USQ Core Real Estate Fund • Wisconsin

This Agreement is made and effective as of this _____ day of _________________, 20__, between Quasar Distributors, LLC ("Quasar"), a Delaware limited liability company, and ____________________________ ("Dealer"), a ______________ [corporation].

FORM OF FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 20th, 2017 • USQ Core Real Estate Fund • Delaware

THIS AGREEMENT is made and entered into as of this ___ day of ___________, 2017, by and between USQ CORE REAL ESTATE FUND, a Delaware statutory trust (the "Fund"), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FORM OF TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 20th, 2017 • USQ Core Real Estate Fund • Delaware

THIS AGREEMENT is made and entered into as of this ___ day of ___________, 2017, by and between USQ CORE REAL ESTATE FUND, a Delaware statutory trust (the "Fund"), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • September 20th, 2017 • USQ Core Real Estate Fund • Delaware

AGREEMENT dated as of September 18, 2017, between the USQ Core Real Estate Fund (the "Trust"), a Delaware statutory trust, Chenery Compliance Group, LLC ("CCG"), a Delaware limited liability corporation, and, solely with respect to Section VIII.B., Union Square Capital Partners, LLC (the "Adviser"), a Delaware limited liability company.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of USQ Core Real Estate Fund a Delaware Statutory Trust adopted as of December 2, 2016, amended and restated as of August 28, 2017
Agreement and Declaration of Trust • September 20th, 2017 • USQ Core Real Estate Fund • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of the 28th day of August 2017, by the Trustees hereunder, and by the holders of Shares issued or to be issued by USQ Core Real Estate Fund (the "Trust") hereunder.

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 20th, 2017 • USQ Core Real Estate Fund • Delaware

THIS AGREEMENT is made and entered into as of the ___ day of September, 2017 by and between USQ CORE REAL ESTATE FUND (the "Trust"), a Delaware statutory trust, and UNION SQUARE CAPITAL PARTNERS, LLC (the "Adviser"), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

FORM OF FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 20th, 2017 • USQ Core Real Estate Fund • Delaware

THIS AGREEMENT is made and entered into as of this _____ day of ______________, 2017, by and between USQ CORE REAL ESTATE FUND, a Delaware statutory trust (the "Fund"), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FORM OF EXPENSE LIMITATION AGREEMENT USQ CORE REAL ESTATE FUND
Expense Limitation Agreement • September 20th, 2017 • USQ Core Real Estate Fund

THIS AGREEMENT is made and entered into as of the ___ day of September, 2017 by and between USQ CORE REAL ESTATE FUND (the "Trust"), a Delaware statutory trust, and UNION SQUARE CAPITAL PARTNERS, LLC (the "Adviser"), a Delaware limited liability company.

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