Pop Venture Fund Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • January 13th, 2025 • Pop Venture Fund • New York

THIS AGREEMENT is made as of August 8, 2024, between The Pop Venture Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

Amended and Restated Agreement and Declaration of Trust of The Pop Venture Fund a Delaware Statutory Trust Principal Place of Business: 12 E. 49th Street 11th Floor New York, NY 10017
Agreement and Declaration of Trust • January 13th, 2025 • Pop Venture Fund • Delaware

WHEREAS, the Trust was formed pursuant to a Certificate of Trust filed with the Secretary of State of the State of Delaware on February 20, 2024 and the adoption of an Agreement and Declaration of Trust dated as of February 20, 2024 (the “Initial Declaration”);

Services Agreement
Services Agreement • August 7th, 2024 • Pop Venture Fund • New York
CUSTODY AGREEMENT
Custody Agreement • January 13th, 2025 • Pop Venture Fund

This agreement, effective as of August 8, 2024 (the “Effective Date”), is made between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (“Custodian”) and The Pop Venture Fund, a Delaware statutory trust (the “Fund” and, together with Custodian, the “Parties”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE POP VENTURE FUND a Delaware Statutory Trust
Agreement and Declaration of Trust • June 10th, 2024 • Pop Venture Fund

WHEREAS, this Trust is a Delaware statutory trust formed pursuant to a Certificate of Trust filed with the Secretary of the State of Delaware on February 20, 2024, as amended June , 2024 as it may be amended from time to time, and the entering into of an Agreement and Declaration of Trust, dated as of February 20, 2024;

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN THE POP VENTURE FUND AND POP VENTURE ADVISERS, LLC
Investment Advisory Agreement • June 10th, 2024 • Pop Venture Fund • New York

This Investment Advisory Agreement, dated as of [•], 2024 (this “Agreement”), is made between The Pop Venture Fund, a Delaware statutory trust (the “Fund”), and Pop Venture Advisers, LLC, a Delaware limited liability company (the “Adviser”).

THE POP VENTURE FUND January 22, 2025
Investment Advisory Agreement • January 22nd, 2025 • Pop Venture Fund
THE POP VENTURE FUND INITIAL CAPITAL AGREEMENT
Initial Capital Agreement • January 13th, 2025 • Pop Venture Fund

This Agreement made as of December 31, 2024 by and between The Pop Venture Fund, a Delaware statutory trust (the “Fund”), and Pop Venture Advisers LLC (the “Subscriber”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BETWEEN THE POP VENTURE FUND AND POP VENTURE ADVISERS LLC
Expense Limitation and Reimbursement Agreement • January 13th, 2025 • Pop Venture Fund • Delaware

This Expense Limitation and Reimbursement Agreement (the “Agreement”) is effective as of this 7th day of January, 2025, by and between The Pop Venture Fund, a Delaware statutory trust (the “Fund”), and Pop Venture Advisers LLC, a Delaware limited liability company (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT BETWEEN THE POP VENTURE FUND AND POP VENTURE ADVISERS, LLC
Investment Advisory Agreement • January 13th, 2025 • Pop Venture Fund • Delaware

This Investment Advisory Agreement, dated as of January 7, 2025 (this “Agreement”), is made between The Pop Venture Fund, a Delaware statutory trust (the “Fund”), and Pop Venture Advisers LLC, a Delaware limited liability company (the “Adviser”).

FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BETWEEN THE POP VENTURE FUND AND POP VENTURE ADVISERS, LLC
Expense Limitation and Reimbursement Agreement • June 10th, 2024 • Pop Venture Fund • New York

This Expense Limitation and Reimbursement Agreement (the “Agreement”) is effective as of this [•] day of [•], 2024, by and between The Pop Venture Fund, a Delaware statutory trust (the “Fund”), and Pop Venture Advisers, LLC, a Delaware limited liability company (the “Adviser”).

AGREEMENT AND DECLARATION OF TRUST OF THE POP VENTURE FUND a Delaware Statutory Trust
Agreement and Declaration of Trust • March 29th, 2024 • Pop Venture Fund

WHEREAS, this Trust is a Delaware statutory trust formed pursuant to a Certificate of Trust filed with the Secretary of the State of Delaware on February 20, 2024, as it may be amended from time to time, and the entering into of an Agreement and Declaration of Trust, dated as of February 20, 2024;

Second Amended and Restated Agreement and Declaration of Trust of The Pop Venture Fund a Delaware Statutory Trust Principal Place of Business: 12 E. 49th Street 11th Floor New York, NY 10017
Second Amended and Restated Agreement and Declaration of Trust • January 22nd, 2025 • Pop Venture Fund • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of January 16, 2025 by the Trustees to amend and restate the Amended and Restated Declaration of Trust adopted January 7, 2025 by the Trustees hereunder.

AMENDMENT ONE
Services Agreement • January 13th, 2025 • Pop Venture Fund

This amendment (the “Amendment”) between the parties signing below (the “Parties”) amends the Existing Agreement as of November 18, 2024: