Coller Secondaries Private Equity Opportunities Fund Sample Contracts

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund • Delaware

THIS AGREEMENT is made and entered into as of this [DATE], by and between Coller Secondaries Private Equity Opportunities Fund, a Delaware statutory trust (the “Fund”) and Paralel Distributors LLC, a Delaware limited liability company (the “Distributor”).

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COLLER SECONDARIES PRIVATE EQUITY OPPORTUNITIES FUND SECOND AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST NOVEMBER 21, 2023
Declaration and Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund

SECOND AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST made on November 21, 2023 by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.

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PARALEL DISTRIBUTORS LLC FORM OF DEALER AGREEMENT
Form of Dealer Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund

This agreement is effective as of _________________, [ ], and made by Paralel Distributors LLC (“Distributor”) and [DEALER NAME] (“Dealer” and, together with Distributor, the “Parties”).

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AMENDED AND RESTATED DECLARATION OF TRUST
Coller Secondaries Private Equity Opportunities Fund • January 22nd, 2024

AMENDED AND RESTATED DECLARATION OF TRUST, dated as of May 23, 2023, by the individual trustee identified on the signature page hereto (the “Trustee”).

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ADMINISTRATION AGREEMENT
Administration Agreement • August 15th, 2024 • Coller Secondaries Private Equity Opportunities Fund • New York

This Administration Agreement (“Agreement”) dated and effective as of April 1, 2024, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Coller Secondaries Private Equity Opportunities Fund, a Delaware statutory trust (the “Trust”).

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EXPENSE LIMITATION AGREEMENT COLLER SECONDARIES PRIVATE EQUITY OPPORTUNITIES FUND
Expense Limitation Agreement • August 15th, 2024 • Coller Secondaries Private Equity Opportunities Fund

This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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CUSTODY AGREEMENT
Custody Agreement • August 15th, 2024 • Coller Secondaries Private Equity Opportunities Fund • New York
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FORM OF ADVISORY FEE WAIVER AGREEMENT COLLER SECONDARIES PRIVATE EQUITY OPPORTUNITIES FUND
Waiver Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund • New York

This agreement (the “Agreement”) will be governed by, construed under and interpreted and enforced in accordance with the laws of the State of New York, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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ADVISORY FEE WAIVER AGREEMENT COLLER SECONDARIES PRIVATE EQUITY OPPORTUNITIES FUND
Fee Waiver Agreement • August 15th, 2024 • Coller Secondaries Private Equity Opportunities Fund • New York

This agreement (the “Agreement”) will be governed by, construed under and interpreted and enforced in accordance with the laws of the State of New York, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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FORM OF ADMINISTRATION AGREEMENT
Form of Administration Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund • New York

This Administration Agreement (“Agreement”) dated and effective as of [_______], [ ], is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Coller Secondaries Private Equity Opportunities Fund, a Delaware statutory trust (the “Trust”).

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FORM OF EXPENSE LIMITATION AGREEMENT COLLER SECONDARIES PRIVATE EQUITY OPPORTUNITIES FUND
Expense Limitation Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund

This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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FORM OF INITIAL SUBSCRIPTION AGREEMENT Coller Private Markets Secondaries Advisors, LLC New York, NY 10022
Letter Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund • New York

This letter agreement (this “Agreement”) sets forth the commitment of Coller Private Markets Secondaries Advisors, LLC (“CPMSA”), a private limited company registered in England and Wales (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, common shares of beneficial interest of Coller Secondaries Private Equity Opportunities Fund (the “Fund”), a Delaware statutory trust registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Sponsor and the Fund hereby agree as follows:

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 15th, 2024 • Coller Secondaries Private Equity Opportunities Fund

THIS AGREEMENT is made as of the 1st day of April, 2024, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 1 Congress Street Boston, Massachusetts 02114 (“State Street” or the “Transfer Agent”), and Coller Secondaries Private Equity Opportunities Fund, a Delaware statutory trust having its principal office and place of business at 950 Third Avenue, New York, New York 10022 (the “Trust”).

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INVESTMENT ADVISORY AGREEMENT Coller Private Market Secondaries Advisors, LLC
Investment Advisory Agreement • August 15th, 2024 • Coller Secondaries Private Equity Opportunities Fund

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made this 1st day of April, 2024, by and between Coller Secondaries Private Equity Opportunities Fund (the “Fund”) and Coller Private Market Secondaries Advisors, LLC (the “Adviser”).

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FORM OF INVESTMENT ADVISORY AGREEMENT Coller Private Market Secondaries Advisors, LLC
Investment Advisory Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made this [ ] day of [ ], by and between Coller Secondaries Private Equity Opportunities Fund (the “Fund”) and Coller Private Market Secondaries Advisors, LLC (the “Adviser”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 15th, 2024 • Coller Secondaries Private Equity Opportunities Fund • Delaware

THIS AGREEMENT is made and entered into as of this December 1, 2023, by and between Coller Secondaries Private Equity Fund, a Delaware statutory trust (the “Fund”) and Paralel Distributors LLC, a Delaware limited liability company (the “Distributor”).

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FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Agency and Service Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund

THIS AGREEMENT is made as of the __ day of _______, [ ], by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 1 Congress Street Boston, Massachusetts 02114 (“State Street” or the “Transfer Agent”), and Coller Secondaries Private Equity Opportunities Fund, a Delaware statutory trust having its principal office and place of business at 950 Third Avenue, New York, New York 10022 (the “Trust”).

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FORM OF CUSTODY AGREEMENT
Form of Custody Agreement • January 22nd, 2024 • Coller Secondaries Private Equity Opportunities Fund • New York
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