40-APP/A 1 fp0081669-1_40appa.htm

File No. 812-15374

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FIRST AMENDED AND RESTATED APPLICATION FOR AN ORDER TO AMEND A PRIOR ORDER UNDER SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 THEREUNDER PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) AND RULE 17d-l

 

 

HAMILTON LANE PRIVATE ASSETS FUND AND HAMILTON LANE ADVISORS, L.L.C. 

2020 TACTICAL MARKET FUND LP 

ASTRO Master Fund III LP 

Dragon HL L.P. 

dpe Investments Holdings lp 

EDGEWOOD PARTNERS LP

Edgewood Partners II LP

Edgewood Partners III LP

FIFTH STOCKHOLM CI SPV L.P.

FINANCE STREET AIV SPLITTER L.P.

FLORIDA GROWTH FUND II LLC

GREEN CORE FUND, L.P.

Hamilton Lane Capital Tower Fund LP

HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP

HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP

HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP

HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING-2 LP

HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP

HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP

HAMILTON LANE NM FUND I LP

HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP

HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES

HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES

HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES II

hAMILTON LANE -- RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.

HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2

HAMILTON LANE SMID II HOLDINGS LP

 HAMILTON LANE STRATEGIC OPPORTUNITIES FUND V (SERIES 2019) HOLDINGS LP 

HAMILTON LANE STRATEGIC OPPORTUNITIES FUND VI (SERIES 2020) HOLDINGS LP

 hamilton lane strategic opportunities FUND vii holdings lp

 Hamilton Lane STRATEGIC OPPORTUNITIES FUND VIII HOLDINGS LP

 Hamilton Lane Venture Access Fund I Holdings LP

 HAMILTON LANE VENTURE CAPITAL fund lp, SERIES 2020

 Hamilton Lane Venture Capital Fund LP, Series 2021

 Hamilton Lane Venture Capital Fund LP, Series 2022

 HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.

 HL INTERNATIONAL INVESTORS LP, SERIES H2

 HL-HP GLOBAL INVESTMENTS LP

 HLSF IV HOLDINGS LP

 HLSF V HOLDINGS LP

 HLSF VI holdings lp

HLSF VI holdings 2 lp

 NAKHODA LANE FUND L.P.

 NAKHODA LANE FUND DE SPV LP

 SRCS HL PE 1 (MASTER) LP

 1

 

 HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.

Hamilton Lane/NYSCRF Israel Investment Fund II LP

 HL Advanced Sustainable Total Return Opportunities Fund III

 HL ENPAM FUND SPLITTER LP

 HL Environment Fund LP

 HL IMPACT HOLDINGS LP

 HL IMPACT II HOLDINGS LP

 HL INTERNATIONAL INVESTORS L.P. SERIES M

 HL INTERNATIONAL INVESTORS L.P. SERIES N

 HL INTERNATIONAL INVESTORS L.P. SERIES O

 HL INTERNATIONAL INVESTORS L.P. SERIES Q

 HL INTERNATIONAL INVESTORS LP SERIES I

 HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES

HL INTERNATIONAL INVESTORS LP, SERIES H1

 HL INTERNATIONAL INVESTORS, L.P. SERIES P

 HL large buyout club fund v

 hl large buyout club fund vi

 HL MIRAS SECONDARY FUND LP

 HL P Plus ESG Co-Invest Fund I LP

 HL PENNSYLVANIA CO-INVESTMENT FUND, L.P.

 HL PRIVATE ASSETS HOLDINGS LP

 HL Real Asset Opportunities – A Master Fund LP

 hl venture capital club fund

 HL/AS GLOBAL COINVEST LP

 HUDSON RIVER CO-INVESTMENT FUND III L.P.

 INNOVATION LANE LP

 JATI PRIVATE EQUITY FUND III L.P.

 KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP

 KPS-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP

 KTCU HL INFRASTRUCTURE MASTER FUND LP

 LIBRA TAURUS PE FUND MASTER LP

 MORAN REAL ASSET FUND II, L.P.

 MORAN REAL ASSET FUND iii, l.P.

 NEW YORK CREDIT CO-INVESTMENT FUND II LP

 NEW YORK CREDIT SBIC FUND L.P.

 Penha Fund I L.P.

 Penha Fund II L.P.

 Phoenix HL L.P.

 RAPM NM SECONDARY OPPORTUNITY FUND, L.P.

 RIHL Direct Credit Fund LP

 RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP

 RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP

 SIXTH STOCKHOLM CI-SPV LP

 SMART Clean Air and Energy Fund LP

 SRE HL PE 1 (MASTER) LP

 SREH HL PE 1 (MASTER) LP

 SRZ HL PE 1 (MASTER) LP

 TARRAGON MASTER FUND LP

 TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP

 TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP

 UTAH REAL ASSETS PORTFOLIO, LP

 WPP HL Credit Opportunities Fund LP

 

110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053

 

(610) 617-5724

 2

 

 

 

All Communications, Notices and Orders to:

 

Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103

(215) 988-2959 

Joshua.Deringer@faegredrinker.com

 

 

Copies to:

 

Frederick W. Shaw

Hamilton Lane Advisors, L.L.C.

110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053

Telephone: (610) 617-5724

 3

 

  I.             SUMMARY OF APPLICATION 

 

A. Requested Relief

 

In this application (the “Application”), the Applicants identified in Section I.B below hereby request an amendment (the “Amended Order”) to the prior order (the “Prior Order”) 1 granted by the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “Act”),2 and Rule 17d-1 thereunder3, authorizing certain joint transactions that otherwise would be prohibited by either or both of Sections 17(d) and 57(a)(4) as modified by the exemptive rules adopted by the Commission under the Act. The Amended Order would be subject to the same representations and Conditions contained in the prior application (the “Prior Application”) 4, upon which the Prior Order was issued by the Commission. The Prior Order permits certain closed-end management investment companies to co-invest in portfolio companies with affiliated investment funds. Capitalized terms used and not otherwise defined in this Application have the meaning ascribed to them in the Prior Application.

 

The Applicants (defined below) hereby seek the Amended Order from the Commission to amend the relief granted in the Prior Order to be consistent with the temporary relief granted by the Commission on April 8, 2020.5 Applicants propose to amend the term “Follow-On Investment” to mean (i) with respect to a Regulated Fund, an additional investment in the same issuer in which the Regulated Fund is currently invested; or (ii) with respect to an Affiliated Fund, (x) an additional investment in the same issuer in which the Affiliated Fund and at least one Regulated Fund are currently invested; or (y) an investment in an issuer in which at least one Regulated Fund is currently invested but in which the Affiliated Fund does not currently have an investment.

 

B. Applicants Seeking Relief

 

The Applicants are the Applicants set forth on the Application, except that Schedule A to the Prior Application is amended and restated as set forth in Schedule A to this Application, in order to add the following Existing Affiliated Funds as Applicants:

 

ASTRO Master Fund III 

DPE INVESTMENTS HOLDINGS LP 

Dragon HL L.P. 

Edgewood Partners II LP 

Edgewood Partners III LP 

Hamilton Lane Capital Tower Fund LP 

HAMILTON LANE -- RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P. 

Hamilton Lane Strategic Opportunities FUND VII Holdings LP 

Hamilton Lane STRATEGIC OPPORTUNITIES FUND VIII HOLDINGS LP 

Hamilton Lane Venture Access Fund I Holdings LP 

Hamilton Lane Venture Capital Fund LP, Series 2021 

Hamilton Lane Venture Capital Fund LP, Series 2022 

Hamilton Lane/NYSCRF Israel Investment Fund II LP 

HLSF VI Holdings LP 

HLSF VI Holdings 2 LP 

HL Advanced Sustainable Total Return Opportunities Fund III 

HL Environment Fund LP 

HL IMPACT II HOLDINGS LP

HL Large Buyout Club Fund V 

HL Large Buyout Club Fund VI 

HL P Plus ESG Co-Invest Fund I LP 

 

 

1Hamilton Lane Private Assets Fund, et al., (File No. 812-15099) Investment Company Act Rel. Nos. 34182 (January 28, 2021) (Notice) and 34201 (February 23, 2021) (Order).

2Unless otherwise indicated, all section references herein are to the Act.

3Unless otherwise indicated, all rule references herein are to rules under the Act.

4See Hamilton Lane Private Assets Fund, et al., File No. 812-15099, Amendment No. 2, filed October 16, 2020.

5BDC Temporary Exemptive Order, Investment Company Act Rel. Nos. 33837 (April 8, 2020) (order) (extension granted January 5, 2021 and further extension granted April 22, 2021) (the “Temporary Relief”).

 4

 

HL Real Asset Opportunities – A Master Fund LP 

HL Venture Capital Club Fund 

KTCU HL INFRASTRUCTURE MASTER FUND LP 

MORAN REAL ASSET FUND III, L.P. 

Penha Fund I L.P. 

Penha Fund II L.P. 

Phoenix HL L.P. 

RIHL Direct Credit Fund LP 

RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP 

RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP 

SIXTH STOCKHOLM CI-SPV LP 

SMART Clean Air and Energy Fund LP 

TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP 

TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP  

WPP HL Credit Opportunities Fund LP

 

Applicants do not seek relief for transactions that would be permitted under other regulatory or interpretive guidance, including, for example, transactions effected consistent with Commission staff no-action positions.6

 

All existing entities that currently rely on the Prior Order and intend to rely on the Amended Order have been named as Applicants and any existing or future entities that may rely on the Amended Order in the future will comply with the terms and Conditions of the Prior Application as modified by this Application and the Amended Order.

 

All Applicants are eligible to rely on the Prior Order. The Existing Affiliated Funds listed above were not in existence at the time the Prior Order was granted.

 

  II.          GENERAL DESCRIPTION OF APPLICANTS

 

A. The Fund

 

The Fund was organized under the Delaware Statutory Trust Act on February 7, 2020, and is a closed-end management investment company registered under the Act.

 

B. The Existing Affiliated Funds

 

The Existing Affiliated Funds are investment funds each of whose investment adviser is Hamilton Lane Advisors, L.L.C. (“Hamilton Lane”) and each of which would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act.7 A list of the Existing Affiliated Funds is included on Schedule A hereto. Each Existing Affiliated Fund qualifies as an Affiliated Fund under the Prior Order.

 

C. Hamilton Lane Advisors, L.L.C.  

 

Hamilton Lane serves as the investment adviser of the Fund and the investment adviser to the Existing Affiliated Funds, respectively. Hamilton Lane is a Pennsylvania limited liability company and is a registered investment adviser with the Commission under the Advisers Act.

 

The Hamilton Lane Proprietary Accounts will hold various financial assets in a principal capacity. Hamilton Lane and its affiliates may operate through wholly- or majority-owned subsidiaries. Currently, there are no Hamilton Lane Proprietary Accounts or subsidiaries that exist and currently intend to participate in the Co-Investment Program.

 

Under the terms of an investment advisory agreement with the Fund and the Existing Affiliated Funds, respectively, Hamilton Lane, among other things, manages the investment portfolio, directs purchases and sales of portfolio securities and reports thereon to the Fund’s or Existing Affiliated Fund’s, as applicable, officers and board regularly.

 

 

6See the JT No-Action Letters.
7In the future, each Affiliated Fund may register as a closed-end management investment company under the Act and, if so registered, will be considered a Regulated Fund for purposes of this Application.

 5

 

  III.         ORDER REQUESTED

 

A.        Request for Relief

 

Applicants respectfully request an Amended Order of the Commission under Sections 17(d) and 57(i) and Rule 17d-1 thereunder to permit a Regulated Fund and one or more other Regulated Fund and/or one or more Affiliated Funds to enter into Co-Investment Transactions with each other, subject to the same terms, representations and Conditions of the same relief under the Prior Application and the Prior Order, except for the following amendments:

 

The following replaces the defined term “Follow-On Investment” in the Prior Application:

 

“Follow-On Investment” means (i) with respect to a Regulated Fund, an additional investment in the same issuer in which the Regulated Fund is currently invested; or (ii) with respect to an Affiliated Fund, (x) an additional investment in the same issuer in which the Affiliated Fund and at least one Regulated Fund are currently invested; or (y) an investment in an issuer in which at least one Regulated Fund is currently invested but in which the Affiliated Fund does not currently have an investment. An investment in an issuer includes, but is not limited to, the exercise of warrants, conversion privileges or other rights to purchase securities of the issuer.

 

The first paragraph under section III.A.3 of the Prior Application is amended and restated as follows:

 

From time to time, the Regulated Funds and Affiliated Funds may have opportunities to make Follow-On Investments in an issuer in which a Regulated Fund and one or more other Regulated Funds and/or Affiliated Funds previously have invested and continue to hold an investment. If the Amended Order is granted, Follow-On Investments will be made in a manner that, over time, is fair and equitable to all of the Regulated Funds and the Affiliated Funds and in accordance with the proposed procedures discussed above and with the Conditions of the Prior Order. The Amended Order, if granted, would expand the relief provided in the Prior Order to permit Affiliated Funds to participate in Follow-On Investments in issuers in which at least one Regulated Fund is invested, but such Affiliated Funds are not invested. This relief would not permit Follow-On Investments by Regulated Funds that are not invested in the issuer.

 

B.        Conditions

 

Except as stated herein, the Conditions of the Prior Order, as stated in Section IV.D of the Prior Application, will remain in effect. Any language in the Conditions of the Prior Order stating that an Affiliated Fund is required to have an existing investment in an issuer and/or needs to have previously participated in a Co-Investment Transaction with respect to such issuer in order to participate in a Follow-On Investment shall be deemed removed if the Amended Order is granted.

 

C.        Precedents

 

The amended relief requested in the Application with respect to Follow-On Investments is consistent with the Temporary Relief. The Application is based on the application of BlackRock Capital Investment Corporation et al., for which an order was issued on April 14, 2022.8

 

IV.Statement in Support of Relief Requested

 

Applicants agree that the relief requested under the Amended Order will be subject to the same terms, representations and Conditions of the same relief under the Prior Order, except as may be modified by this Application. The Applicants incorporate by reference Section IV, “Statement in Support of Relief Requested,” of the Prior Application, which is equally applicable to this Application.

 

V. PROCEDURAL MATTERS

 

A.        Communications

 

Please address all communications concerning this Application and the Notice and Order to:

 

 

8BlackRock Capital Investment Corporation, et al. (File No. 812-15259) Investment Company Act Rel. Nos. 34535 (March 18, 2022) (notice) and Investment Company Act Rel. Nos. 34558 (April 14, 2022) (order).

 6

 

Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103

(215) 988-2959 

 

Lydia A. Gavalis

 General Counsel

 Hamilton Lane Advisors, L.L.C.

 110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053

 

AND

 

Adam B. Shane

Head of Fund Formation

 Hamilton Lane Advisors, L.L.C.

 110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053

 

Please address any questions, and a copy of any communications, concerning this Application, the Notice and Order to:

 

Frederick W. Shaw

Hamilton Lane Advisors, L.L.C.

 110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053

 

  B. Authorizations

 

The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of the Fund pursuant to resolutions duly adopted by the Board on July 20, 2022 (attached hereto as Exhibit A). In accordance with Rule 0-2(c) under the Act, each person executing the Application on behalf of the Applicants being duly sworn deposes and says that he or she has duly executed the attached Application for and on behalf of the applicable entity listed; that he or she is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken. In accordance with Rule 0-5 under the 1940 Act, Applicants request that the Commission issue the requested Amended Order without holding a hearing.

 

Frederick W. Shaw

 Hamilton Lane Advisors, L.L.C.

 110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053

 

[Signature Pages Follow] 

 7

 

Applicants have caused this Application to be duly signed on their behalf on the 25th day of January 2023.

 

  HAMILTON LANE PRIVATE ASSETS FUND
  By:      /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Secretary  
       
  HAMILTON LANE ADVISORS, L.L.C.
  By:       /s/ Lydia A. Gavalis  
  Name: Lydia A. Gavalis  
  Title: Secretary and General Counsel  
       

  2020 TACTICAL MARKET FUND LP
  By: 2020 Tactical Market GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  DPE INVESTMENTS HOLDINGS LP
  By: DPE Investments GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
     
  EDGEWOOD PARTNERS LP  
  By: HL Edgewood GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  FIFTH STOCKHOLM CI SPV L.P.
  By: HL Second Stockholm GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  FINANCE STREET AIV SPLITTER L.P.
  By: Finance Street GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  FLORIDA GROWTH FUND II LLC
  By: HL Florida Growth LLC, its manager  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  GREEN CORE FUND, L.P.
  By: Green Core GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 8

 

  HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
  By: Hamilton Lane Co-Investment GP IV LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP
  By: Hamilton Lane Co-Investment GP IV LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE NM FUND I LP
  By: HL NM Fund I GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
  By: Hamilton Lane GP X LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
  By: HL PMOF GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES
  By: HL PMOF GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES II
   
  By: HL PMOF GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE -- RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.
  By: Hamilton Lane - Raytheon Technologies Pension Emerging Managers GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 9

 

  HAMILTON LANE SMID II HOLDINGS LP
  By: Hamilton Lane Global SMID II GP, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE STRATEGIC OPPORTUNITIES FUND V (SERIES 2019) HOLDINGS LP
  By: Hamilton Lane Strategic Opportunities Fund V (Series 2019) GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE STRATEGIC OPPORTUNITIES FUND VI (SERIES 2020) HOLDINGS LP
  By: Hamilton Lane Strategic Opportunities Fund VI (Series 2020) GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE STRATEGIC OPPORTUNITIES FUND VII HOLDINGS LP
  By: Hamilton Lane Strategic Opportunities Fund VII GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

       
  HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2020
  By: Hamilton Lane Venture Capital Fund GP, LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
  By: Hamilton Lane Venture Capital Fund GP, LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022

  By: Hamilton Lane Venture Capital Fund GP, LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 

  HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
  By: HLA Carpenters V LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 10

 

  HL INTERNATIONAL INVESTORS LP, SERIES H2
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL-HP GLOBAL INVESTMENTS LP
  By: HL-HP GLOBAL INVESTMENTS GP, LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HLSF V HOLDINGS LP
  By: Hamilton Lane Secondary Fund V GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HLSF VI HOLDINGS LP
  By: Hamilton Lane Secondary Fund VI GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 

  HLSF VI HOLDINGS 2 LP
  By: Hamilton Lane Secondary Fund VI GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  NAKHODA LANE FUND L.P.
  By: Nakhoda Lane Fund GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  NAKHODA LANE FUND DE SPV LP
  By: Nakhoda Lane Fund GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  SRCS HL PE 1 (MASTER) LP
  By: SR HL PE 1 GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 11

 

  HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.
  By: HL/NY Israel Investment fund GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL ENPAM FUND SPLITTER LP
  By: HL ENPAM Splitter GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL IMPACT HOLDINGS LP
  By: HL Impact Fund GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL IMPACT II HOLDINGS LP
  By: HL Impact Fund II GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL INTERNATIONAL INVESTORS L.P. SERIES M
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL INTERNATIONAL INVESTORS L.P. SERIES N
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL INTERNATIONAL INVESTORS L.P. SERIES O
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL INTERNATIONAL INVESTORS L.P. SERIES Q
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 

  HL INTERNATIONAL INVESTORS LP SERIES I
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 12

 

  HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL INTERNATIONAL INVESTORS LP, SERIES H1
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL INTERNATIONAL INVESTORS, L.P. SERIES P
  By: HL International Investors GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL LARGE BUYOUT CLUB FUND V
  By: HL Large Buyout Club Fund V GP SARL  
  By: /s/ Lydia A. Gavalis  
  Name: Lydia A. Gavalis  
  Title: Manager  
       
  HL LARGE BUYOUT CLUB FUND VI
  By: HL Large Buyout Club Fund VI GP SARL  
  By: /s/ Lydia A. Gavalis  
  Name: Lydia A. Gavalis  
  Title: Manager  
       
  HL MIRAS SECONDARY FUND LP
  By: HL Evergreen Secondary GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL PENNSYLVANIA CO-INVESTMENT FUND, L.P.
  By: HL PA CO-INVESTMENTS GP, LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL PRIVATE ASSETS HOLDINGS LP
  By: HL GPA GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL/AS GLOBAL COINVEST LP
  By: HL/AS GLOBAL COINVEST GP, LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HLSF IV HOLDINGS LP
  By: Hamilton Lane Secondary Fund IV GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

13

 

  HL VENTURE CAPITAL CLUB FUND
  By: HL Venture Capital Club Fund GP SARL  
  By: /s/ Lydia A. Gavalis  
  Name: Lydia A. Gavalis  
  Title: Manager  
       
  HUDSON RIVER CO-INVESTMENT FUND III L.P.
  By: Hamilton Lane New York Co-Investment III LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  INNOVATION LANE LP
  By: Innovation Lane GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  JATI PRIVATE EQUITY FUND III L.P.
  By: Jati GP LLC, its General Partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP
  By: KPI – Hamilton Lane Multi-Strategy Fund I GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  KPS-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP
  By: KPS – Hamilton Lane Multi-Strategy Fund I GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  KTCU HL INFRASTRUCTURE MASTER FUND LP
  By: KTCU Infrastructure Fund GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  LIBRA TAURUS PE FUND MASTER LP
  By: Libra Taurus PE Fund GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

14

 

  MORAN REAL ASSET FUND II, L.P.
  By: HL Moran GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  MORAN REAL ASSET FUND III, L.P.
  By: HL Moran GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  NEW YORK CREDIT CO-INVESTMENT FUND II LP
  By: New York Credit Co-Investment Fund GP II L.L.C., its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  NEW YORK CREDIT SBIC FUND L.P.
  By: New York Credit SBIC Fund GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  RAPM NM SECONDARY OPPORTUNITY FUND, L.P.
  By: HL NM Secondary Opportunity GP, LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP
  By: Russell Investments Hamilton Lane GP SARL  
  By: /s/ Lydia A. Gavalis  
  Name: Lydia A. Gavalis  
  Title: Manager  
       
  RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP
  By: Russell Investments Hamilton Lane GP SARL  
  By: /s/ Lydia A. Gavalis  
  Name: Lydia A. Gavalis  
  Title: Manager  
       
  SIXTH STOCKHOLM CI-SPV LP
  By: HL Second Stockholm GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  SRE HL PE 1 (MASTER) LP
  By: SR HL PE 1 GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

15

 

  SREH HL PE 1 (MASTER) LP
  By: SR HL PE 1 GP LLC, its general partner  
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  SRZ HL PE 1 (MASTER) LP
  By: SR HL PE 1 GP LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  TARRAGON MASTER FUND LP
  By: Tarragon GP LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP
  By: Tower Bridge Select Opportunities – A Master Fund GP LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP
  By: TTCPFS HL INVESTMENTS SPLITTER AIV FUND GP LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  UTAH REAL ASSETS PORTFOLIO, LP
  By: HL Utes GP LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2
  By: Hamilton Lane Secondary Fund V GP LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP
  By: HL Real Assets GP LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP
  By: HL Real Assets GP LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 16

 
  HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP
  By: Hamilton Lane Equity Opportunities GP V LLC, its general partner
   
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING-2 LP
  By: Hamilton Lane Equity Opportunities GP V LLC, its general partner
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  ASTRO MASTER FUND III LP
  BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  DRAGON HL L.P.
  BY: HL PENHA GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  EDGEWOOD PARTNERS II LP
  BY: HL EDGEWOOD GP II LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  EDGEWOOD PARTNERS III LP
  BY: HL EDGEWOOD GP III LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE CAPITAL TOWER FUND LP
  BY: HAMILTON LANE SPV GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE STRATEGIC OPPORTUNITIES FUND VIII HOLDINGS LP
  BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND VIII GP LLC, ITS GENERAL PARTNER

  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 17

 
  HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP
  BY: HAMILTON LANE VENTURE ACCESS FUND I GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND II LP
  BY: HL/NY ISRAEL INVESTMENT FUND II GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III
  BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL ENVIRONMENT FUND LP
  BY: HL ENVIRONMENT FUND GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL P PLUS ESG CO-INVEST FUND I LP
  BY: HL P PLUS CO-INVEST FUND I GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  HL REAL ASSET OPPORTUNITIES – A MASTER FUND LP
  BY: HL REAL ASSET OPPORTUNITIES – A MASTER FUND GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  PENHA FUND I L.P.
  BY: HL PENHA GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 18

 
  PENHA FUND II L.P.
  BY: HL PENHA GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  PHOENIX HL L.P.
  BY: HL PENHA GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  RIHL DIRECT CREDIT FUND LP
  BY: RUSSELL INVESTMENTS HAMILTON LANE DE GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  SMART CLEAN AIR AND ENERGY FUND LP
  BY: SMART CLEAN AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  
       
  WPP HL CREDIT OPPORTUNITIES FUND LP
  BY: WPP HL CREDIT OPPORTUNITIES FUND GP LLC, ITS GENERAL PARTNER
  By: /s/ Adam B. Shane  
  Name: Adam B. Shane  
  Title: Assistant Secretary  

 19

 

Schedule A

 

Existing Affiliated Funds, Each Advised by HAMILTON LANE ADVISORS, L.L.C

HAMILTON LANE PRIVATE ASSETS FUND

2020 TACTICAL MARKET FUND LP

ASTRO MASTER FUND III LP

DRAGON HL L.P.

dpe Investments Holdings lp

EDGEWOOD PARTNERS LP

EDGEWOOD PARTNERS II LP

EDGEWOOD PARTNERS III LP

FIFTH STOCKHOLM CI SPV L.P.

FINANCE STREET AIV SPLITTER L.P.

FLORIDA GROWTH FUND II LLC

GREEN CORE FUND, L.P.

HAMILTON LANE CAPITAL TOWER FUND LP

HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP

HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP

HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP

HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING-2 LP

HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP

HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP

HAMILTON LANE NM FUND I LP

HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP

HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES

HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES

HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES II

hAMILTON LANE -- RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.

HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2

HAMILTON LANE SMID II HOLDINGS LP

HAMILTON LANE STRATEGIC OPPORTUNITIES FUND V (SERIES 2019) HOLDINGS LP

HAMILTON LANE STRATEGIC OPPORTUNITIES FUND VI (SERIES 2020) HOLDINGS LP

hamilton lane strategic opportunities FUND vii holdings lp

HAMILTON LANE STRATEGIC OPPORTUNITIES FUND VIII HOLDINGS LP

HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP

HAMILTON LANE VENTURE CAPITAL fund lp, SERIES 2020

Hamilton Lane Venture Capital Fund LP, Series 2021

Hamilton Lane Venture Capital Fund LP, Series 2022

HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.

HL INTERNATIONAL INVESTORS LP, SERIES H2

HL-HP GLOBAL INVESTMENTS LP

HLSF IV HOLDINGS LP

HLSF V HOLDINGS LP

HLSF VI holdings lp

HLSF VI holdings 2 lp

NAKHODA LANE FUND L.P.

NAKHODA LANE FUND DE SPV LP

SRCS HL PE 1 (MASTER) LP

HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.

HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND II LP

HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III

HL ENPAM FUND SPLITTER LP

HL ENVIRONMENT FUND LP

HL IMPACT HOLDINGS LP

HL IMPACT II HOLDINGS LP

HL INTERNATIONAL INVESTORS L.P. SERIES M

HL INTERNATIONAL INVESTORS L.P. SERIES N

 20

 

HL INTERNATIONAL INVESTORS L.P. SERIES O

HL INTERNATIONAL INVESTORS L.P. SERIES Q

HL INTERNATIONAL INVESTORS LP SERIES I

HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES

HL INTERNATIONAL INVESTORS LP, SERIES H1

HL INTERNATIONAL INVESTORS, L.P. SERIES P

HL large buyout club fund v

hl large buyout club fund vi

HL MIRAS SECONDARY FUND LP

HL P PLUS ESG CO-INVEST FUND I LP

HL PENNSYLVANIA CO-INVESTMENT FUND, L.P.

HL PRIVATE ASSETS HOLDINGS LP

HL REAL ASSET OPPORTUNITIES – A MASTER FUND LP

hl venture capital club fund

HL/AS GLOBAL COINVEST LP

HUDSON RIVER CO-INVESTMENT FUND III L.P.

INNOVATION LANE LP

JATI PRIVATE EQUITY FUND III L.P.

KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP

KPS-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP

KTCU HL INFRASTRUCTURE MASTER FUND LP

LIBRA TAURUS PE FUND MASTER LP

MORAN REAL ASSET FUND II, L.P.

MORAN REAL ASSET FUND iii, l.P.

NEW YORK CREDIT CO-INVESTMENT FUND II LP

NEW YORK CREDIT SBIC FUND L.P.

PENHA FUND I L.P.

PENHA FUND II L.P.

PHOENIX HL L.P.

RAPM NM SECONDARY OPPORTUNITY FUND, L.P.

RIHL DIRECT CREDIT FUND LP

RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP

RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP

SIXTH STOCKHOLM CI-SPV LP

SMART CLEAN AIR AND ENERGY FUND LP

SRE HL PE 1 (MASTER) LP

SREH HL PE 1 (MASTER) LP

SRZ HL PE 1 (MASTER) LP

TARRAGON MASTER FUND LP

TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP

TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP

UTAH REAL ASSETS PORTFOLIO, LP

WPP HL Credit Opportunities Fund LP

 21

 

VERIFICATION

 

The undersigned states that he has duly executed the foregoing Application for and on behalf of Hamilton Lane Private Assets Fund, that he is the Secretary of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

 

  HAMILTON LANE PRIVATE ASSETS FUND
   
  By:  /s/ Adam B. Shane  
  Name: Adam B. Shane
  Title: Secretary

 

VERIFICATION

 

The undersigned states that she has duly executed the foregoing Application for and on behalf of Hamilton Lane Advisors, L.L.C., that she is the Secretary and General Counsel of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.

 

  HAMILTON LANE ADVISORS, L.L.C.
   
  By:  /s/ Lydia A. Gavalis  
  Name: Lydia A. Gavalis
  Title: Secretary and General Counsel

 22

 

VERIFICATION

 

The undersigned states that she has duly executed the foregoing Application for and on behalf of Hamilton Lane Advisors, L.L.C., that she is the Secretary and General Counsel of the Investment Manager or direct or indirect owner of the Investment Manager of each of the funds listed on Schedule A hereto as Applicants in this Application, and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.

 

  By: /s/ Lydia A. Gavalis  
  Name:  Lydia A. Gavalis                                              
  Title: Secretary and General Counsel  

 23

 

EXHIBIT A

 

Resolutions of Trustees of

Hamilton Lane Private Assets Fund

 

NOW, THEREFORE, BE IT RESOLVED, that the officers of Hamilton Lane Private Assets Fund (the “Fund”) be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name, to prepare, execute, and cause to be filed with the Securities and Exchange Commission an application to amend the Fund’s current Order of Exemption pursuant to Section 17(d) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Section 17(d) of the 1940 Act, substantially in the form attached hereto as Exhibit A, and any amendments thereto; and it is

 

FURTHER RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution.

 24