0001193125-20-105355 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • April 13th, 2020 • Conversus StepStone Private Markets • Minnesota

THIS AGREEMENT is made and entered into as of the 18th day of February, 2020, by and between CONVERSUS STEPSTONE PRIVATE MARKETS, (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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PRIVATE PLACEMENT AGENT AGREEMENT
Private Placement Agent Agreement • April 13th, 2020 • Conversus StepStone Private Markets • Delaware

THIS AGREEMENT is made as of the 29th day of January 2020, by and among the Conversus StepStone Private Markets (the “Fund”), and Foreside Financial Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (“Placement Agent”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 13th, 2020 • Conversus StepStone Private Markets • New York

AGREEMENT made as of this [ ] day of [ ], 2020 by and between Conversus StepStone Private Markets, a Delaware statutory trust (the “Fund”), and StepStone Conversus LLC, a Delaware limited liability company (the “Adviser”).

CONVERSUS STEPSTONE PRIVATE MARKETS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of January 29, 2020
Agreement and Declaration of Trust • April 13th, 2020 • Conversus StepStone Private Markets • 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;

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 13th, 2020 • Conversus StepStone Private Markets • New York

AGREEMENT made as of the [ ] day of [ ], 2020, 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 Markets, a Delaware statutory trust (the “Fund”).

StepStone Conversus LLC Charlotte, NC 28203
Conversus StepStone Private Markets • April 13th, 2020 • New York

StepStone Conversus LLC (the “Adviser”) hereby confirms its agreement as follows in respect of Conversus StepStone Private Markets (the “Fund”):

ADMINISTRATION AGREEMENT
Administration Agreement • April 13th, 2020 • Conversus StepStone Private Markets • New York

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 24th day of March, 2020 (the “Effective Date”), by and between Conversus StepStone Private Markets, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and SEI Investments Global Funds Services, a statutory Fund formed under the laws of the State of Delaware (the “Administrator”).

TRANSFER AGENCY SERVICES AGREEMENT
Agreement • April 13th, 2020 • Conversus StepStone Private Markets • Delaware

AGREEMENT (this “Agreement”) made as of this 13th day of March, 2020 (the “Effective Date”), between Atlantic Shareholder Services, LLC (“Atlantic”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at Three Canal Plaza, Portland, Maine 04101, and Conversus StepStone Private Markets (the “Fund”), a statutory trust organized under the laws of the State of Delaware with its principal place of business at 1422 S Tryon St, Suite 300, Charlotte, NC 28203.

Conversus StepStone Private Markets Subscription Agreement for U.S. Investors Class T Shares Class S Shares Class D Shares Class I Shares
Conversus StepStone Private Markets • April 13th, 2020 • Delaware

This Subscription Agreement applies to the offering of shares (the “Shares”) of Conversus StepStone Private Markets (the “Fund”). Only “Accredited Investors” within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) may purchase Shares.

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