USVC Match Program Terms

These Match Program Terms (the “Program Terms”) form a binding agreement between you and AngelList Asset Management, LLC (“Adviser”). They govern your participation in the USVC Match Program (the “Program”). The usvc.com Terms of Service (the “Terms of Service”) are part of these Program Terms. Capitalized terms not defined here have the meanings given in the Terms of Service.

You accept these Program Terms by checking the acceptance box at checkout before you submit your order. In exchange for your Qualifying Purchase and your agreement to the transfer restriction and forfeiture rules below, Adviser agrees to transfer shares (“Match Shares”) to you on these terms. Please consult the supplement to the Fund’s prospectus filed on October 23, 2026 for additional information on the Program.

Adviser sponsors the Program. With respect to a Qualifying Purchase (as defined below), Adviser transfers Match Shares only from its own holdings in USVC Venture Capital Access Fund (the “Fund”). The Fund does not issue Match Shares, pays no Program costs, and has no obligations to you under these Program Terms. The Fund’s prospectus, as supplemented, governs your investment in the Fund.

A “Qualifying Purchase” is any purchase of Fund shares made from your account directly through usvc.com, submitted during an open Award Window (as defined below). Only the first $1,000,000 of a Qualifying Purchase counts, provided, however, the Investment Adviser may waive such limitation in its sole discretion. Purchases through a broker, platform or other intermediary do not qualify. Neither do purchases in an IRA or other retirement account. For recurring investments, only the first payment qualifies. Adviser may treat related or duplicate accounts as one account.

Adviser will announce each award window and its pool of Match Shares on usvc.com (each, an “Award Window”). An Award Window closes at the end of its announced window unless Adviser closes it earlier. If the pool of Match Shares allocated to an Award Window runs out prior to the closing date of the Award Window, the Adviser may, in its sole discretion, let the Award Window stay open and increase the pool from its holdings as needed to match every Qualifying Purchase made before the window closes. Adviser may close any Award Window early, in its sole discretion, by posting notice on usvc.com. Each Award Window closes at 11:59 PM Eastern Time on the announced end date unless closed early or otherwise specified on usvc.com. A purchase that does not settle in good order receives no Match Shares. The Adviser reserves the right to cancel Match Shares for a Qualifying Purchase that has not settled within 10 business days after the Award Window closes.

Your Match Shares equal 5% of your Qualifying Purchase amount, divided by the Fund’s net asset value per share on the business day before you submitted your order. The result is rounded down to three decimal places.

Adviser will transfer your Match Shares to your Fund account on or about 10 business days after the Award Window closes.

Your Match Shares vest on the day after the 36-month anniversary of the close of the Award Window in which you made your Qualifying Purchase (the “Vest Date”). Until the Vest Date, your Match Shares will be marked as restricted, and you may not tender, sell, transfer, pledge, or otherwise dispose of your Match Shares. You may still sell your other Fund shares, but doing so before the Vest Date will cause you to forfeit your Match Shares under Section 7.

If any Fund shares in your account are Sold before the Vest Date, all of your Match Shares return to Adviser. “Sold” means any of the following: (i) you ask the Fund to repurchase shares through a Fund tender offer; (ii) you sell shares; or (iii) you transfer shares out of your account to any other person or account, including another account you own. Forfeiture applies no matter how many shares are Sold. You receive no cash or other payment for returned Match Shares.

You irrevocably appoint Adviser as your attorney-in-fact, coupled with an interest, solely to transfer Match Shares to Adviser when Section 7 or Section 9 requires it. You instruct the Fund’s transfer agent to act on Adviser’s instructions under these Program Terms. That includes completing the return of Match Shares before any tender or other Sale settles. This appointment survives your death, incapacity or bankruptcy.

Adviser may withhold, adjust, or take back Match Shares that were delivered in error or were obtained through multiple or nominee accounts, split orders, canceling a purchase after an award, or any other conduct meant to get around these Program Terms.

If you die or become incapacitated before the Vest Date, these Program Terms bind your estate, heirs and legal representatives.

If your account has more than one owner, each owner is bound by these Program Terms. Acceptance by any person authorized to act for the account binds the account and all of its owners.

The Fund intends to take the position that the receipt of Match Shares does not represent taxable income reportable as a transfer by the Adviser or its affiliate to the investor. The Fund’s determination is not binding on the IRS or any other tax authority. Based on the Fund’s position, for U.S. federal income tax purposes, an investor’s tax basis in its Shares purchased pursuant to this offering and any Match Shares received in connection with a purchase of Shares in this offering is treated as generally equal the amount of cash the investor actually paid for such Shares. Because the investor’s tax basis in its Shares (including the Match Shares) may be lower on a per-share basis, this may result in the recognition of more taxable income or gain over the period during which the investor owns the Shares. Forfeiture or cancellation of Shares under the terms of the Bonus Share program may have additional tax consequences. Prospective investors should consult their tax advisors regarding all aspects of this program.

Adviser may change, suspend or end the Program, or any Award Window, at any time by posting notice on usvc.com. Changes apply only to Award Windows that open after Adviser posts the notice. Closing an Award Window early under Section 3 is an exception. No change, suspension or termination will reduce Match Shares you have already received on a settled Qualifying Purchase, or make you more likely to forfeit them.

The Fund and its transfer agent may rely on and enforce Sections 6, 7 and 8. They take on no obligations to you by doing so. No one else has rights under these Program Terms.

Adviser may assign these Program Terms to an affiliate or successor. You may not assign them.

These Program Terms are governed by the laws of Delaware, without regard to its conflict-of-law rules. Disputes between you and Adviser under these Program Terms are resolved as the Terms of Service provide. For that purpose, Adviser may enforce, and is bound by, the dispute resolution provisions of the Terms of Service as if it were a party to them.

If these Program Terms conflict with the Terms of Service on any Program matter, these Program Terms control. These Program Terms are the entire agreement between you and Adviser about the Program. If a court finds any provision unenforceable, the rest of these Program Terms remain in effect. Sections 6 through 12 and 14 survive the end of the Program.