0001580642-22-003723 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • July 28th, 2022 • Fairway Private Equity & Venture Capital Opportunities Fund

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian") and Fairway Private Equity Venture Capital Fund, a Delaware statutory trust (the "Fund").

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RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • July 28th, 2022 • Fairway Private Equity & Venture Capital Opportunities Fund • Missouri

By its execution of this Delegation Agreement by and between UMB Bank, n.a. (the Custodian), a national banking association, with its principal office in Kansas City, Missouri, and each of the registered investment companies (on behalf of any series thereof, if applicable) listed on the Appendix to this Agreement, together with such additional companies as shall be made parties to this Agreement by the execution of a revised Appendix to this Agreement (such companies, and any series thereof, are referred to individually as a “Fund” and, collectively, as the “Funds”), the Funds hereby direct the Custodian to appoint Brown Brothers Harriman & Co., a limited partnership formed under the laws of the State of New York, as the Approved Foreign Custody Manager (the Delegate) under the terms of the Custody Agreement between the Funds and the Custodian to perform certain functions with respect to the custody of the Funds’ Assets (as defined in Section 13 of this Delegation Agreement) outside th

FAIRWAY PRIVATE EQUITY & VENTURE CAPITAL Opportunities FUND Investment Management Agreement
Investment Management Agreement • July 28th, 2022 • Fairway Private Equity & Venture Capital Opportunities Fund • Delaware

AGREEMENT made this 17th day of December, 2021 by and between FAIRWAY PRIVATE EQUITY & VENTURE CAPITAL OPPORTUNITIES FUND, a Delaware statutory trust (the “Fund”), and Fairway Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 28th, 2022 • Fairway Private Equity & Venture Capital Opportunities Fund

THIS AGREEMENT dated as of December 17, 2021, is made and entered into by and between FAIRWAY PRIVATE EQUITY & VENTURE CAPITAL OPPORTUNITIES FUND, a Delaware statutory trust (the “Fund”), and FAIRWAY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).

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