0001104659-25-094589 Sample Contracts

USVC VENTURE CAPITAL ACCESS FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of September 18, 2025
Agreement and Declaration of Trust • September 29th, 2025 • USVC Venture Capital Access Fund

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;

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Services Agreement
Services Agreement • September 29th, 2025 • USVC Venture Capital Access Fund • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 29th, 2025 • USVC Venture Capital Access Fund • Delaware

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between USVC Venture Capital Access Fund, a Delaware statutory trust (the “Fund”), and the trustee of the Fund whose name is set forth on the signature page (the “Trustee”).

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USVC VENTURE CAPITAL ACCESS FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 29th, 2025 • USVC Venture Capital Access Fund • New York

This Investment Advisory Agreement is hereby made as of the 18th day of September, 2025 (the “Agreement”), between USVC Venture Capital Access Fund, a Delaware statutory trust (the “Fund”), and Strawberry Tree Management Company LLC, a Delaware limited liability company (the “Adviser”).

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EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • September 29th, 2025 • USVC Venture Capital Access Fund

This Expense Reimbursement Agreement (the “Agreement”) is made this 18th day of September, 2025, by and between USVC Venture Capital Access Fund, a Delaware statutory trust (the “Fund”), and Strawberry Tree Management Company LLC, a Delaware limited liability company (the “Adviser”).

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Distribution Services Agreement
Distribution Services Agreement • September 29th, 2025 • USVC Venture Capital Access Fund • New York

This Distribution Services Agreement (the “Agreement”) is entered into and effective as of September 25, 2025 (the “Effective Date”) between:

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 29th, 2025 • USVC Venture Capital Access Fund
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SVX LLC SUBSCRIPTION AGREEMENT
Subscription Agreement • September 29th, 2025 • USVC Venture Capital Access Fund

This Subscription Agreement is entered into this 31st day of July, 2025 by and between SVX LLC, a Delaware limited liability company (the “Fund”), and Strawberry Tree Management Company LLC (the “Subscriber”);

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CUSTODY AGREEMENT
Custody Agreement • September 29th, 2025 • USVC Venture Capital Access Fund • Minnesota

THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between USVC VENTURE CAPITAL ACCESS 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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