Browse EX-10 agreements

PDF to EDGAR

---

---

---

---

PDF to EDGAR

---

---

PDF to EDGAR

---

---

---

Execution Version

EXPENSE LIMITATION AGREEMENT

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES DELAWARE PARALLEL FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND (TE) L.P.

One Lincoln Street, Suite 1700

Boston, Massachusetts 02111

April 30, 2026

HarbourVest Partners L.P.

One Lincoln Street, Suite 1700

Boston, Massachusetts 02111

Ladies and Gentlemen:

…

HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P.

 

 

SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT

 

 

Dated [ ], 2026

 

 

 

THE LIMITED PARTNER INTERESTS (THE “UNITS”) OF HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, THE EXEMPTED LIMITED PARTNERSHIP ACT OF THE CAYMAN ISLANDS, ANY APPLICABLE STATE SECURITIES LAWS AND ANY OTHER APPLICABLE SECURITIES LAWS AND THE TERMS AND CONDITIONS OF THIS PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS OF UNITS WILL BE REQ

…

Execution Version

EXPENSE LIMITATION AGREEMENT

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES DELAWARE PARALLEL FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P.

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND (TE) L.P.

One Lincoln Street, Suite 1700

Boston, Massachusetts 02111

April 30, 2026

HarbourVest Partners L.P.

One Lincoln Street, Suite 1700

Boston, Massachusetts 02111

Ladies and Gentlemen:

…

SALE AND CONTRIBUTION AGREEMENT

between

CRESTLINE LENDING SOLUTIONS, LLC,

as Seller

and

CL LSF SPV I, LLC,

as Purchaser

Dated as of September 19, 2025

---

TABLE OF CONTENTS

								Page

…

AMENDED AND RESTATED CUSTODY AGREEMENT

This Agreement (the “Agreement”)is made as of September 18, 2025 (the “Effective Date”) between:

(1)Each management investment company elected to be regulated as a business development company (each, a “BDC Client”) under the 1940 Act, and each wholly-owned investment vehicle of the corresponding BDC (each, an “SPV Client”) identified on Appendix A, whose jurisdiction of formation is identified opposite its name (each BDC Client and each SPV Client are referred to herein as the “Client”, severally and not jointly, unless otherwise specified); and

(2)STATE STREET BANK AND TRUST COMPANY, a bank and trust company organized under the laws of The Commonwealth of Massachusetts, U.S.A. (the “Custodian”).

1    Definitions and Interpretation

Defined terms and the general rules of interpretation agreed by the Parties are set forth in Schedule 1.

2    Appointment of the Custodian

…

Execution Version

ADMINISTRATION AGREEMENT

BETWEEN

CRESTLINE LENDING SOLUTIONS, LLC

AND

CRESTLINE MANAGEMENT, L.P.

This Administration Agreement (“Agreement”) is made as of September 2, 2025 by and between CRESTLINE LENDING SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), and CRESTLINE MANAGEMENT, L.P., a Delaware limited partnership (the “Administrator”).

WHEREAS, the Company is a closed-end management investment fund that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth.

…

LOAN FINANCING AND SERVICING AGREEMENT

dated as of September 19, 2025

CL LSF SPV I, LLC,

as Borrower

CRESTLINE LENDING SOLUTIONS, LLC,

as Equityholder and as Servicer

THE LENDERS FROM TIME TO TIME PARTIES HERETO,

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Facility Agent

THE OTHER AGENTS PARTIES HERETO,

and

STATE STREET BANK AND TRUST COMPANY,

as Collateral Agent and as Collateral Custodian

---

TABLE OF CONTENTS

…

Execution Version

EXPENSE SUPPORT AND

REIMBURSEMENT AGREEMENT

This Expense Support and Reimbursement Agreement (the “Agreement”) is made this 2nd day of September, 2025, by and between Crestline Lending Solutions, LLC, a Delaware limited liability company (the “Company”), and Crestline Management, L.P., a Delaware limited partnership (the “Adviser”).

WHEREAS, the Company is a non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company has retained the Adviser to furnish investment advisory services to the Company on the terms and conditions set forth in the investment advisory agreement, dated September 2, 2025 entered between the Company and the Adviser, as may be amended or restated (the “Advisory Agreement”);

…

Execution Version

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

BETWEEN

CRESTLINE LENDING SOLUTIONS, LLC

AND

CRESTLINE MANAGEMENT, L.P.

This Agreement (this “Agreement”) is made this 2nd day of September, 2025, by and between CRESTLINE LENDING SOLUTIONS, LLC (the “Company”) (f/k/a CRESTLINE LENDING SOLUTIONS RAMP, LLC (the “Ramp Vehicle”), a Delaware limited liability company, and CRESTLINE MANAGEMENT, L.P. (the “Adviser”), a Delaware limited partnership.

WHEREAS, the Company is a closed-end management investment company that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Adviser is an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Company desires to retain the Adviser to furnish investment advisory services to the Company on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services;

…