Hamilton Lane Private Secondary Fund Sample Contracts

HAMILTON LANE PRIVATE SECONDARY FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST October 15, 2024
Agreement and Declaration of Trust • October 16th, 2024 • Hamilton Lane Private Secondary Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on October 15, 2024, 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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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 16th, 2024 • Hamilton Lane Private Secondary Fund

This INVESTMENT MANAGEMENT AGREEMENT (“Agreement”) is made this 15th day of October, 2024, by and between Hamilton Lane Private Secondary Fund (the “Fund”) and Hamilton Lane Advisors, L.L.C., a limited liability company organized under the laws of the Commonwealth of Pennsylvania (the “Adviser”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT Hamilton Lane Private Secondary Fund
Expense Limitation and Reimbursement Agreement • October 16th, 2024 • Hamilton Lane Private Secondary Fund

AGREEMENT made as of the 15th day of October, 2024, by and between Hamilton Lane Private Secondary Fund, a Delaware statutory trust (the “Fund”), and Hamilton Lane Advisors, L.L.C. (the “Adviser”), an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended.

CUSTODY AGREEMENT
Custody Agreement • October 16th, 2024 • Hamilton Lane Private Secondary 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 Hamilton Lane Private Assets Fund, a Delaware statutory trust (the "Fund").

MANAGEMENT FEE WAIVER AGREEMENT HAMILTON LANE PRIVATE SECONDARY FUND
Management Fee Waiver Agreement • October 16th, 2024 • Hamilton Lane Private Secondary Fund • Washington

This agreement (the “Agreement”) will be governed by, construed under and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania, 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 Commonwealth of Pennsylvania 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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