Form 40-APP/A Hamilton Lane Private
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E-mailFile No. 812-15888
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
EXPEDITED REVIEW REQUESTED UNDER 17 CFR 270.0-5(d)
In the Matter of the Application of:
HAMILTON LANE PRIVATE ASSETS FUND, HAMILTON LANE PRIVATE INFRASTRUCTURE FUND, HAMILTON LANE PRIVATE SECONDARY FUND, HL SCOPE RIC LLC, HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND, HAMILTON LANE CREDIT INCOME FUND, HAMILTON LANE ADVISORS, L.L.C., EDGEWOOD PARTNERS II LP, EDGEWOOD PARTNERS III, L.P., GREEN CORE FUND, L.P., HAMILTON LANE CAPITAL TOWER FUND 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 VENTURE ACCESS FUND I HOLDINGS LP, HL-HP GLOBAL INVESTMENTS LP, SRCS HL PE 1 (MASTER) LP, HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P., HL PRIVATE ASSETS HOLDINGS LP, INNOVATION LANE LP, KPS-HAMILTON LANE MULTI-STRATEGY FUND I MASTER 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, PENHA FUND I L.P., PENHA FUND II L.P., PHOENIX HL L.P., RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP, RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP, SIXTH STOCKHOLM CI-SPV LP, SRE HL PE 1 (MASTER) LP, SREH HL PE 1 (MASTER) LP, SRZ HL PE 1 (MASTER) LP, TARRAGON MASTER FUND LP, TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP, WPP HL CREDIT OPPORTUNITIES FUND LP, SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP, HL CANADA HEALTH LP, CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P., CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP, HL ALPHA CI SPV LP, ETHMAR TECHNOLOGY MASTER FUND LP, APA HOLDINGS LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP, HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP, HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND, HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP, HAMILTON LANE IMPACT FUND II LP, HL IMPACT II HOLDINGS LP, HAMILTON LANE IMPACT FUND III-A LP, HAMILTON LANE IMPACT FUND III-B LP, HL IMPACT III HOLDINGS LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP, HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP, HAMILTON LANE NM FUND I LP, HL PRIVATE MARKETS ACCESS HOLDINGS SCSP, HAMILTON LANE RE OPPORTUNITIES FUND I LP, HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A), HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B), HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2, HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF, HLSF VI HOLDINGS 3 LP, HLSF VI BLOCKER (CAYMAN) LP, HLSF VI BLOCKER (DE) LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP, HL VAF I HOLDINGS TRANSACTION LP, HL GM PRIVATE MARKETS ACCESS FUND LP, HL GROWTH EQUITY CLUB FUND, HL LARGE BUYOUT CLUB FUND VII, HL VENTURE CAPITAL CLUB FUND, HL VENTURE CAPITAL CLUB FUND II, NEW FINANCE STREET L.P., HK ORIENTAL PEARL, LPF, HUDSON RIVER CO-INVESTMENT FUND IV L.P., HL BILLY IMPACT PE MASTER FUND LP, KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP, KIC HL CO-INVESTMENT FUND, LP, KIC HL CO-INVESTMENT MASTER FUND, LP, KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP, MMAA HL CO-INVESTMENT MASTER FUND, LP, EDGEWOOD PARTNERS IV LP, NEW YORK CREDIT SBIC FUND II LP, RAPM NM SECONDARY OPPORTUNITY FUND, L.P., HL P PLUS ESG CO-INVEST FUND I LP, HL PPLUS CO-INVEST FUND LP, HL PNB SMA MASTER FUND LP, HL STRATEGIC RE IRISH HOLDINGS LLC, SMART AIR AND ENERGY MASTER FUND LP, HAMILTON LANE PE PROGRAM MASTER FUND L.P., HL ENVIRONMENTAL FUND LP, HAMILTON LANE VA RE SMA, LP, MORAN REAL ASSET FUND IV, L.P., HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP, 2020 TACTICAL MARKET FUND LP, ASTRO MASTER FUND III LP, DIRECT CREDIT FUND LP, DRAGON HL L.P., FIFTH STOCKHOLM CI SPV L.P., FINANCE STREET AIV SPLITTER L.P., FLORIDA GROWTH FUND II LLC, HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P., HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP, HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 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 SECONDARY FUND VI-A LP, HAMILTON LANE SECONDARY FUND VI-B LP, 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 CAPITAL FUND LP, SERIES 2020, HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021, HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022, HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND II LP, HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P., HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III, HL ENPAM FUND SPLITTER LP, HL IMPACT 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 LP, SERIES H2, HL INTERNATIONAL INVESTORS LP, SERIES P, HL LARGE BUYOUT CLUB FUND V, HL LARGE BUYOUT CLUB FUND VI, HL MIRAS SECONDARY FUND LP, HL REAL ASSET OPPORTUNITIES – A MASTER FUND LP, HL/AS GLOBAL COINVEST LP, HLSF IV HOLDINGS LP, HLSF V HOLDINGS LP, HLSF V HOLDINGS LP 2, HUDSON RIVER CO-INVESTMENT FUND III L.P., JATI PRIVATE EQUITY FUND III L.P., KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP, KTCU HL INFRASTRUCTURE MASTER FUND LP, NAKHODA LANE FUND DE SPV LP, NAKHODA LANE FUND L.P., NEW YORK CREDIT SBIC FUND L.P., SMART CLEAN AIR AND ENERGY FUND LP, TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP, UTAH REAL ASSETS PORTFOLIO, LP, HL SCOPE MASTER SICAV-RAIF SCSP, HL SCOPE HOLDINGS S.À.R.L. AND HL SMALL CAP ACCESS FUND LP
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428
All Communications, Notices and Orders to:
Keith Kleinman, Esq.
Hamilton Lane Advisors, L.L.C.
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428
[email protected]
Copies to:
Ryan P. Brizek, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington, D.C. 20001
(202) 636-5500
January 8, 2026
2
| I. | SUMMARY OF APPLICATION |
The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),1 and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. The Order would supersede the exemptive order issued by the Commission on February 23, 2021, as amended May 16, 2023 (the “Prior Order”)2 that was granted pursuant to Sections 57(a)(4), 57(i) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted.
| · | Hamilton Lane Private Assets Fund, a non-diversified, closed-end management investment company registered under the 1940 Act (“HLPAF”); |
| · | Hamilton Lane Private Infrastructure Fund, a non-diversified, closed-end management investment company registered under the 1940 Act (“HLPIF”); |
| · | HL SCOPE RIC LLC, a non-diversified, closed-end management investment company registered under the 1940 Act (“SCOPE”); |
| · | Hamilton Lane Private Secondary Fund, a non-diversified, closed-end management investment company registered under the 1940 Act (“HLPSF”); |
| · | Hamilton Lane Venture Capital and Growth Fund, a non-diversified, closed-end management investment company registered under the 1940 Act (“HLVCGF”); |
| · | Hamilton Lane Credit Income Fund, a non-diversified, closed-end management investment company registered under the 1940 Act (“HLCIF” and, together with HLPAF, HLPIF, SCOPE, HLPSF and HLVCGF, the “Existing Regulated Funds”); |
| · | The investment vehicles identified in Schedule A, each of which is a separate and distinct legal entity and each of which would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act (the “Existing Affiliated Funds”); and |
| · | Hamilton Lane Advisors, L.L.C., an investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”) and the investment adviser to the Existing Regulated Funds and Existing Affiliated Funds (the “Existing Adviser” or “HLA” and, together with the Existing Regulated Funds and the Existing Affiliated Funds, the “Applicants”),3 on behalf of itself and its successors.4 |
1 Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.
2 Hamilton Lane Private Assets Fund, et al. (File No. 812-15099), Release No. IC-34182 (January 28, 2021) (notice), Release No. IC-34201 (February 23, 2021) (order) as amended by Hamilton Lane Private Assets Fund, et al. (File No. 812-15374), Release No. IC-34891 (April 19, 2023) (notice), Release No. IC-34919 (May 16, 2023) (order).
3 All existing entities that currently intend to rely upon the requested Order have been named as Applicants. Any other existing or future entity that subsequently relies on the Order will comply with the terms and conditions of the Application.
4 The term “successor” means an entity that results from a reorganization into another jurisdiction or change in the type of business organization.
3
The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund5 and one or more Affiliated Entities6 to engage in Co-Investment Transactions7 subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”8 The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.9
| II. | GENERAL DESCRIPTION OF THE APPLICANTS |
Hamilton Lane Incorporated (NASDAQ: HLNE) (“HLNE”) a publicly traded company, owns a controlling interest in the Existing Adviser, and thus may be deemed to control the Regulated Funds and the Affiliated Entities. HLNE, however, is a holding company and does not currently offer investment advisory services to any person, is not expected to do so in the future, and will not be the source of any Co-Investment Transactions under the requested Order. Accordingly, HLNE has not been included as an Applicant.
5 “Regulated Fund” means the Existing Regulated Funds and any Future Regulated Funds. “Future Regulated Fund” means an entity (a) that is a closed-end management investment company registered under the 1940 Act, or a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act, (b) whose (1) primary investment adviser or (2) sub-adviser is an Adviser (as defined below) and (c) that intends to engage in Co-Investment Transactions. If an Adviser serves as sub-adviser to a Regulated Fund whose primary adviser is not also an Adviser, such primary adviser shall be deemed to be an Adviser with respect to conditions 3 and 4 only.
The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.
In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.
6 “Affiliated Entity” means an entity not controlled by a Regulated Fund that intends to engage in Co-Investment Transactions and that is (a) with respect to a Regulated Fund, another Regulated Fund; (b) an Adviser or its affiliates (other than an open-end investment company registered under the 1940 Act), and any direct or indirect, wholly- or majority-owned subsidiary of an Adviser or its affiliates (other than of an open-end investment company registered under the 1940 Act), that is participating in a Co-Investment Transaction in a principal capacity; or (c) any entity that would be an investment company but for Section 3(c) of the 1940 Act or Rule 3a-7 thereunder and whose investment adviser is an Adviser.
To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.
7 “Co-Investment Transaction” means the acquisition or Disposition of securities of an issuer in a transaction effected in reliance on the Order or previously granted relief.
8 “Adviser” means the Existing Adviser, and any other investment adviser controlling, controlled by, or under common control with the Existing Adviser. The term “Adviser” also includes any internally-managed Regulated Fund.
9 See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).
4
Each of the Existing Regulated Fund is an externally-managed, closed-end management investment company registered under the 1940 Act. Each Existing Regulated Fund is, or with respect to HLCIF, will be, externally managed by HLA.
A. HLPAF
HLPAF is organized as a Delaware statutory trust.
HLPAF’s investment objective is to generate capital appreciation over the medium- and long-term through investments in private assets globally. The Fund may gain access to private assets through a number of different approaches including: (i) direct investments in the equity or debt of a company; (ii) primary subscriptions to closed-end private funds, including without limitation, funds-of-funds; (iii) secondary purchases of interests in closed-end private funds and other private assets; (iv) investments in listed private equity companies, funds or other vehicles; and (v) programmatic investment relationships with asset managers outside of their commingled private funds.
HLPAF has a five-member board, of which three members are not “interested” persons of HLPAF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLPAF Board”).10
B. HLPIF
HLPIF is organized as a Delaware statutory trust.
HLPIF’s investment objective is to seek to provide current income and long-term appreciation. HLPIF will seek to achieve its investment objective through constructing a portfolio of investments in infrastructure assets (collectively, “Infrastructure Assets”) through a tactically constructed portfolio of direct co-investments, equity and debt investments in portfolio companies and secondary investments often alongside an experienced investment sponsor, joint venture partner, operating partner, or other investor, and in all cases seeking to provide global exposure to real assets in the infrastructure sector. HLPIF defines infrastructure as an asset or investment that primarily comprises permanent facilities and installations needed for the functioning of a society and/or large-scale commerce, typically characterized as fixed, physical assets. HLPIF has the flexibility to invest in Infrastructure Assets across infrastructure sectors, including but not limited to energy, telecom, renewables, transport, power, social (e.g., nursing care facilities, for-profit schools and hospitals), environment (e.g., waste, recycling and water management systems) and other infrastructure sectors (e.g., non-traditional infrastructure assets such as capital assets, including rolling stock and trailer, aircraft and ship leasing), subject to compliance with its investment strategies and restrictions and applicable law, including the 1940 Act.
HLPIF has a five-member board, of which three members are not “interested” persons of HLPIF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLPIF Board”).
C. SCOPE
SCOPE is organized as a Delaware limited liability company.
SCOPE’s investment objective is to seek to obtain returns from current income and to a lesser extent, capital appreciation, through investments in private assets globally while also focusing on preservation of capital. SCOPE seeks to build a portfolio over time to avoid concentrated risk exposures and to provide sufficient liquidity for limited redemptions. SCOPE seeks to reach its investment objectives primarily by investing directly or indirectly in the debt of companies in either the primary or secondary market and focuses on senior secured loans structured as revolving, first lien, unitranche, or second lien term loans. In addition, SCOPE may invest into a number of different approaches if such opportunities meet the investment objective, including without limitation: (i) direct investments in the equity of a company; (ii) primary subscriptions to closed-end private funds, including without limitation funds-of-funds; (iii) secondary purchases of interests in closed-end private funds and other private funds; (iv) investments in listed private equity companies, funds or other vehicles; or (v) programmatic investment relationships with asset managers outside of their commingled private funds.
10 The Board of each Future Regulated Fund will consist of a majority of members who are not “interested persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.
5
SCOPE has a five-member board, of which three members are not “interested” persons of SCOPE within the meaning of Section 2(a)(19) of the 1940 Act (the “SCOPE Board”).
D. HLPSF
HLPSF is organized as a Delaware statutory trust.
HLPSF’s investment objective is to seek to provide long-term capital appreciation. HLPSF seeks to achieve its investment objective through a tactically constructed portfolio of private equity investments, primarily through privately negotiated transactions on the secondary market, including both traditional limited partner secondary investments and general partner secondary investments. Such transactions on the secondary market will be investments in private funds, holding vehicles or other investment vehicles managed by third-party managers or other private equity investments that HLA determines to have a similar risk/return profile. HLPSF may invest in private equity investments that HLA determines to have a similar risk/return profile on a global basis across developed and emerging countries, with an emphasis on North America and Western Europe.
HLPSF has a five-member board, of which three members are not “interested” persons of HLPSF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLPSF Board”).
E. HLVCGF
HLVCGF is organized as a Delaware statutory trust.
HLVCGF’s investment objective is to seek to provide long-term capital appreciation. HLVCGF seeks exposure to private companies in their early (i.e., venture capital) and growth stages of their development (“Venture and Growth Investments”) through: (i) equity and debt (including but not limited to convertible notes) investments, co-investments, joint ventures and other investments in portfolio companies that are made directly (including through an investment vehicle), generally alongside an investment sponsor, joint venture partner, operating partner, or other investor, and commonly involving a new acquisition or development of an asset, company or platform); (ii) strategic investments in underlying private funds, holding vehicles or other vehicles which are fundraising at the time of such investment; (iii) investments in portfolio funds managed by third party managers or other single-asset investments focused on Venture and Growth Investments, generally on a secondary basis from existing investors or involving a recapitalization of an equity interest in an existing portfolio fund and other investments that HLA determines to have a similar risk/return profile; (iv) investments in listed private equity companies, funds or other vehicles; or (v) programmatic investment relationships with asset managers outside of their commingled private funds.
HLVCGF has a five-member board, of which three members are not “interested” persons of HLVCGF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLVCGF Board”).
F. HLCIF
HLCIF is organized as a Delaware statutory trust. HLCIF has not commenced operations.
HLCIF’s investment objective is to seek to obtain returns from current income and to a lesser extent, capital appreciation. HLCIF seeks to achieve its investment objective through a tactically constructed portfolio to provide exposure to debt investments by investing in the debt of companies in either the primary or secondary market and will focus on senior secured loans structured as revolving, first lien, unitranche, or second lien term loans and, to a lesser extent, unsecured debt (senior unsecured and subordinated debt), mezzanine debt or preferred stock (typically with a stated dividend rate). In connection with a direct loan, HLCIF may invest in warrants or other equity securities of borrowers and may receive non-cash income features including purchase in-kind interest and original issue discount.
6
The business and affairs of HLCIF will be managed under the direction of a board of trustees, a majority of which will not be “interested” persons of HLCIF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLCIF Board” and together with the HLPAF Board, the HLPIF Board, the SCOPE Board, the HLPSF Board, the HLVCGF Board and the board of directors or trustees of any Future Regulated Fund, each a “Board”).
G. The Existing Affiliated Funds
The Existing Affiliated Funds are investment funds, each of whose investment adviser is HLA, and each of which would be an “investment company” but for Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.11 A list of the Existing Affiliated Funds is included on Schedule A hereto.
H. HLA
Hamilton Lane serves as the investment adviser to the Existing Regulated Funds and the investment adviser to the Existing Affiliated Funds, respectively. HLA is a Pennsylvania limited liability company and is a registered investment adviser with the SEC under the Advisers Act.
Under the terms of an investment advisory agreement with each Existing Regulated Fund and each Existing Affiliated Fund, respectively, the Existing Adviser, among other things, manages the investment portfolio, directs purchases and sales of portfolio securities and reports thereon to each Existing Regulated Fund’s and the Existing Affiliated Fund’s officers and directors/manager regularly.
| III. | ORDER REQUESTED |
The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.
A. Applicable Law
Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”
Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”12 in which the fund is a participant without first obtaining an order from the SEC.
Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).
11 In the future, the Affiliated Fund may register as a closed-end management investment company under the 1940 Act and, if so registered, will be considered a Regulated Fund for purposes of this application.
12 Rule 17d-1(c) defines a “[j]oint enterprise or other joint arrangement or profit-sharing plan” to include, in relevant part, “any written or oral plan, contract, authorization or arrangement or any practice or understanding concerning an enterprise or undertaking whereby a registered investment company … and any affiliated person of or principal underwriter for such registered company, or any affiliated person of such a person or principal underwriter, have a joint or a joint and several participation, or share in the profits of such enterprise or undertaking ….”
7
Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.
B. Need for Relief
Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). With respect to HLA and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with HLA, and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.
C. Conditions
Applicants agree that any Order granting the requested relief will be subject to the following Conditions.
1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.13
2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,14 of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,15 unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.
13 Such a Board can also, consistent with applicable fund documents, facilitate this opportunity by delegating the authority to veto the selection of such person to a committee of the Board.
14 Section 57(o) defines the term “required majority,” in relevant part, with respect to the approval of a proposed transaction, as both a majority of a BDC’s directors who have no financial interest in the transaction and a majority of such directors who are not interested persons of the BDC. In the case of a Regulated Fund that is not a BDC, the Board members that constitute the Required Majority will be determined as if such Regulated Fund were a BDC subject to Section 57(o) of the 1940 Act.
15 Section 57(f) provides for the approval by a Required Majority of certain transactions on the basis that, in relevant part: (i) the terms of the transaction, including the consideration to be paid or received, are reasonable and fair to the shareholders of the BDC and do not involve overreaching of the BDC or its shareholders on the part of any person concerned; (ii) the proposed transaction is consistent with the interests of the BDC’s shareholders and the BDC’s policy as recited in filings made by the BDC with the Commission and the BDC’s reports to shareholders; and (iii) the BDC’s directors record in their minutes and preserve in their records a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for their findings.
8
3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.16
4. No Remuneration. Any transaction fee17 (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).
5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.18
6. Dispositions.
(a) Prior to any Disposition19 by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.
16 Expenses of an individual Participant that are incurred solely by the Participant due to its unique circumstances (such as legal and compliance expenses) will be borne by such Participant.
17 Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.
18 The Affiliated Entities may adopt shared Co-Investment Policies.
19 “Disposition” means the sale, exchange, transfer or other disposition of an interest in a security of an issuer.
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(b) Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.20
7. Board Oversight.
(a) Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their reasonable business judgment.
(b) Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will: (i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order.
(c) At least quarterly, each Regulated Fund’s Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund’s participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund’s policies and procedures approved pursuant to (b) above.
(d) Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other information requested by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to the Affiliated Entities’ Co-Investment Policies.
(e) The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the Regulated Fund’s participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer considers to be material.
8. Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).21
9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.
20 “Tradable Security” means a security which trades: (i) on a national securities exchange (or designated offshore securities market as defined in Rule 902(b) under the Securities Act of 1933, as amended) and (ii) with sufficient volume and liquidity (findings which are to be made in good faith and documented by the Advisers to any Regulated Funds) to allow each Regulated Fund to dispose of its entire remaining position within 30 days at approximately the price at which the Regulated Fund has valued the investment.
21 If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this Order in reliance on another exemptive order instead of this Order, the information presented to the Board and records maintained by the Regulated Fund will expressly indicate the order relied upon by the Regulated Fund to enter into such transaction.
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| IV. | STATEMENT IN SUPPORT OF RELIEF REQUESTED |
Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.
A. Potential Benefits to the Regulated Funds and their Shareholders
Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.
B. Shareholder Protections
Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.
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| V. | PRECEDENTS |
The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).22 Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.
22 See, e.g., Star Mountain Lower Middle-Market Capital Corp., et al. (File No. 812-15855), Release No. IC-35797 (November 21, 2025) (notice), Release No. IC-35832 (December 17, 2025) (order); Columbia Credit Income Opportunities Fund, et al. (File No. 812-15685), Release No. IC-35800 (November 21, 2025) (notice), Release No. IC-35831 (December 17, 2025) (order); Monroe Capital Corporation, et al. (File No. 812-15798), Release No. IC-35799 (November 21, 2025) (notice), Release No. IC-35830 (December 17, 2025) (order); 1WS Credit Income Fund, et al. (File No. 812-15796), Release No. IC-35798 (November 21, 2025) (notice), Release No. IC-35829 (December 17, 2025) (order); MA Specialty Credit Income Fund, et al. (File No. 812-15853), Release No. IC-35795 (November 20, 2025) (notice), Release No. IC-35825 (December 16, 2025) (order); Willow Tree Capital Corporation, et al. (File No. 812-15845), Release No. IC-35792 (November 19, 2025) (notice), Release No. IC-35823 (December 16, 2025) (order); Axxes Opportunistic Credit Fund, et al. (File No. 812-15578), Release No. IC-35769 (September 26, 2026) (notice), Release No. IC-35784 (November 14, 2025) (order); Russell Investments New Economy Infrastructure Fund, et al. (File No. 812-15609), Release No. IC-35740 (September 5, 2025) (notice), Release No. IC-35783 (November 14, 2025) (order); 26North BDC, Inc., et al. (File No. 812-15835), Release No. IC-35750 (September 19, 2025) (notice), Release No. IC-35782 (November 14, 2025) (order); Crestline Lending Solutions, LLC, et al. (File No. 812-15628), Release No. IC-35741 (September 5, 2025) (notice), Release No. IC-35781 (November 14, 2025) (order); Rand Capital Corporation, et al. (File No. 812-15815), Release No. IC-35748 (September 15, 2025) (notice), Release No. IC-35780 (November 14, 2025) (order); Privacore VPC Asset Backed Credit Fund, et al. (File No. 812-15823), Release No. IC-35749 (September 16, 2025) (notice), Release No. IC-35779 (November 14, 2025) (order); Oaktree Strategic Credit Fund, et al. (File No. 812-15858), Release No. IC-35739 (September 5, 2025) (notice), Release No. IC-35778 (November 14, 2025) (order); Banner Ridge DSCO Private Markets Fund, et al. (File No. 812-15807), Release No. IC-35745 (September 10, 2025) (notice), Release No. IC-35777 (November 14, 2025) (order); TCW Steel City Perpetual Levered Fund LP, et al. (File No. 812-15661), Release No. IC-35743 (September 9, 2025) (notice), Release No. IC-35776 (November 14, 2025) (order); Gladstone Alternative Income Fund, et al. (File No. 812-15806), Release No. IC-35737 (September 4, 2025) (notice), Release No. IC-35773 (September 30, 2025) (order); Constitution Capital Access Fund, LLC, et al. (File No. 812-15794), Release No. IC-35734 (September 2, 2025) (notice), Release No. IC-35772 (September 30, 2025) (order); HarbourVest Private Investments Fund, et al. (File No. 812-15801), Release No. IC-35735 (September 2, 2025) (notice), Release No. IC-35771 (September 30, 2025) (order); Aksia LLC, et al. (File No. 812-15785), Release No. IC-35729 (August 28, 2025) (notice), Release No. IC-35765 (September 26, 2025) (order); TCW Direct Lending LLC, et al. (File No. 812-15821), Release No. IC-35730 (August 29, 2025) (notice), Release No. IC-35757 (September 24, 2025) (order); Fidelity Private Credit Fund, et al. (File No. 812-15799), Release No. IC-35731 (August 29, 2025) (notice), Release No. IC-35656 (September 23, 2025) (order); Main Street Capital Corporation, et al. (File No. 812-15808), Release No. IC-35723 (August 25, 2025) (notice), Release No. IC-35755 (September 22, 2025) (order); ISQ OpenInfra Income Fund, et al. (File No. 812-15764), Release No. IC-35722 (August 21, 2025) (notice), Release No. IC-35751 (September 19, 2025) (order); Partners Group Private Equity (Master Fund), LLC, et al. (File No. 812-15772), Release No. IC-35708 (August 7, 2025) (notice), Release No. IC-35736 (September 3, 2025) (order); Gemcorp Commodities Alternative Products Fund, et al. (File No. 812-15600), Release No. IC-35701 (July 30, 2025) (notice), Release No. IC-35733 (September 2, 2025) (order); Fortress Private Lending Fund, et al. (File No. 812-15551), Release No. IC-35703 (August 1, 2025) (notice), Release No. IC-35727 (August 27, 2025) (order); Invesco Dynamic Credit Opportunity Fund, et al. (File No. 812-15781), Release No. IC-35695 (July 29, 2025) (notice), Release No. IC-35726 (August 26, 2025) (order); Audax Credit BDC Inc., et al. (File No. 812-15605), Release No. IC-35686 (July 22, 2025) (notice), Release No. IC-35714 (August 19, 2025) (order); Ellington Credit Company, et al. (File No. 812-15784), Release No. IC-35680 (July 16, 2025) (notice), Release No. IC-35712 (August 12, 2025) (order); First Trust Real Assets Fund, et al. (File No. 812-15776), Release No. IC-35675 (July 11, 2025) (notice), Release No. IC-35710 (August 11, 2025) (order); Ardian Access LLC, et al. (File No. 812-15728), Release No. IC-35674 (July 11, 2025) (notice), Release No. IC-35707 (August 6, 2025) (order); Nuveen Churchill Direct Lending Corp., et al (File No. 812-15783), Release No. IC-35672 (July 9, 2025) (notice), Release No. IC-35705 (August 5, 2025) (order); BIP Ventures Evergreen BDC, et al. (File No. 812-15782), Release No. IC-35660 (June 25, 2025) (notice), Release No. IC-35685 (July 22, 2025) (order); Principal Private Credit Fund I, et al. (File No. 812-15780), Release No. IC-35650 (June 24, 2025) (notice), Release No. IC-35684 (July 22, 2025) (order); Lago Evergreen Credit, et al. (File No. 812-15791), Release No. IC-35648 (June 23,2025) (notice), Release No. IC-35683 (July 21, 2025) (order); Sound Point Meridian Capital, Inc., et al. (File No. 812-15593), Release No. IC-35641 (June 17, 2025) (notice), Release No. IC-35677 (July 15, 2025) (order); Trinity Capital Inc., et al. (File No. 812-15594), Release No. IC-35634 (June 11, 2025) (notice), Release No. IC-35671 (July 8, 2025) (order); TriplePoint Venture Growth BDC Corp., et al. (File No. 812-15768), Release No. IC-35626 (June 9, 2025) (notice), Release No. IC-35669 (July 8, 2025) (order); Vista Credit Strategic Lending Corp., et al. (File No. 812-15773), Release No. IC-35632 (June 11, 2025) (notice), Release No. IC-35667 (July 8, 2025) (order); Coller Secondaries Private Equity Opportunities Fund, et al. (File No. 812-15767), Release No. IC-35615 (May 28, 2025) (notice), Release No. IC-35651 (June 24, 2025) (order); Coatue Innovation Fund, et al. (File No. 812-15774), Release No. IC-35610 (May 28, 2025) (notice), Release No. IC-35649 (June 24, 2025) (order); Great Elm Capital Corp., et al. (File No. 812-15765), Release No. IC-35608 (May 23, 2025) (notice), Release No. IC-35645 (June 18, 2025) (order); Blackstone Private Credit Fund, et al. (File No. 812-15726), Release No. IC-35567 (May 5, 2025) (notice), Release No. IC-35567A (May 27, 2025) (notice), Release No. IC-35644 (June 18, 2025) (order); Variant Alternative Income Fund, et al. (File No. 812-15771), Release No. IC-35607 (May 22, 2025) (notice), Release No. IC-35640 (June 17, 2025) (order); Eagle Point Credit Company Inc., et al. (File No. 812-15512), Release No. IC-35605 (May 22, 2025) (notice), Release No. IC-35639 (June 17, 2025) (order); Golub Capital BDC Inc., et al. (File No. 812-15770), Release No. IC-35606 (May 22, 2025) (notice), Release No. IC-35638 (June 17, 2025) (order); Global X Venture Fund, et al. (File No. 812-15704), Release No. IC-35593 (May 19, 2025) (notice), Release No. IC-35637 (June 17, 2025) (order); 5C Lending Partners Corp., et al. (File No. 812-15769), Release No. IC-35590 (May 16, 2025) (notice), Release No. IC-35631 (June 11, 2025) (order); T. Rowe Price OHA Select Private Credit Fund, et al. (File No. 812-15735), Release No. IC-35583 (May 13, 2025) (notice), Release No. IC-35628 (June 10, 2025) (order); MSD Investment Corp., et al. (File No. 812-15562), Release No. IC-35582 (May 12, 2025) (notice), Release No. IC-35624 (June 9, 2025) (order); First Eagle Private Credit Fund, et al. (File No. 812-15754), Release No. IC-35569 (May 5, 2025) (notice), Release No. IC-35623 (June 3, 2025) (order); Nomura Alternative Income Fund, et al. (File No. 812-15759), Release No. IC-35575 (May 7, 2025) (notice), Release No. IC-35621 (June 3, 2025) (order); Varagon Capital Corporation, et al. (File No. 812-15757), Release No. IC-35578 (May 7, 2025), Release No. IC-35620 (June 3, 2025) (order); Morgan Stanley Direct Lending Fund, et al. (File No. 812-15738), Release No. IC-35574 (May 7, 2025) (notice), Release No. IC-35619 (June 3, 2025) (order); AGTB Fund Manager, LLC, et al. (File No. 812-15758), Release No. IC-35568 (May 5, 2025) (notice), Release No. IC-35616 (May 30, 2025) (order); Franklin Lexington Private Markets Fund, et al. (File No. 812-15752), Release No. IC-35563 (April 30, 2025) (notice), Release No. IC-35614 (May 28, 2025) (order); Ares Capital Corporation, et al. (File No. 812-15483), Release No. IC-35564 (May 1, 2025) (notice), Release No. IC-35611 (May 28, 2025) (order); Adams Street Private Equity Navigator Fund LLC, et al. (File No. 812-15634), Release No. IC-35560 (April 28, 2025) (notice), Release No. IC-35609 (May 27, 2025) (order); Goldman Sachs BDC, Inc., et al. (File No. 812-15711), Release No. IC-35559 (April 25, 2025) (notice), Release No. IC-35597 (May 21, 2025) (order); Jefferies Finance LLC, et al. (File No. 812-15748), Release No. IC-35545 (April 22, 2025) (notice), Release No. IC-35596 (May 20, 2025) (order); PGIM, Inc., et al. (File No. 812-15737), Release No. IC-35546 (April 22, 2025) (notice), Release No. IC-35594 (May 20, 2025) (order); MidCap Financial Investment Corporation, et al. (File No. 812-15725), Release No. IC-35540 (April 16, 2025) (notice), Release No. IC-35588 (May 14, 2025) (order); Aether Infrastructure & Natural Resources Fund, et al. (File No. 812-15749), Release No. IC-35541 (April 17, 2025) (notice), Release No. IC-35585 (May 13, 2025) (order); New Mountain Capital, L.L.C. et al., (File No. 812-15739), Release No. IC-35539 (April 16, 2025) (notice), Release No. IC-35584 (May 13, 2025) (order); Blue Owl Capital Corporation, et al. (File No. 812-15715), Release No. IC-35530 (April 9, 2025) (notice), Release No. IC-35573 (May 6, 2025) (order); BlackRock Growth Equity Fund LP, et al. (File No. 812-15712), Release No. IC-35525 (April 8, 2025) (notice), Release No. IC-35572 (May 6, 2025) (order); Sixth Street Specialty Lending, Inc., et al. (File No. 812-15729), Release No. IC-35531 (April 10, 2025) (notice), Release No. IC-35570 (May 6, 2025) (order); FS Credit Opportunities Corp., et al. (File No. 812-15706), Release No. IC-35520 (April 3, 2025) (notice), Release No. IC-35561 (April 29, 2025) (order).
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| VI. | PROCEDURAL MATTERS |
A. Communications
Please address all communications concerning this Application, the Notice and the Order to:
Keith Kleinman, Esq.
Hamilton Lane Advisors, L.L.C.
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 1428
[email protected]
Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:
Ryan P. Brizek, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington, D.C. 20001
(202) 636-5500
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 each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.
Pursuant to Rule 0-2(c), Applicants hereby state that each Applicant has authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he 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 the requirements for a request for expedited review of this Application, marked copies of two recent applications seeking the same relief as Applicants that are substantially identical as required by Rule 0-5(e) of the 1940 Act are attached as Exhibit B.
13
The Applicants have caused this Application to be duly signed on their behalf on the 8th day of January, 2026.
| HAMILTON LANE PRIVATE ASSETS FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HAMILTON LANE PRIVATE INFRASTRUCTURE FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HL SCOPE RIC LLC | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HAMILTON LANE PRIVATE SECONDARY FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HAMILTON LANE CREDIT INCOME FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Sole Trustee | ||
| HAMILTON LANE ADVISORS, L.L.C. | |||
| By: | /s/ Lydia A. Gavalis | ||
| Name: | Lydia A. Gavalis | ||
| Title: | Secretary | ||
| 2020 TACTICAL MARKET FUND LP | |||
| BY: 2020 TACTICAL MARKET GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| FIFTH STOCKHOLM CI SPV L.P. | |||
| BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
FINANCE STREET AIV SPLITTER L.P.
| BY: FINANCE STREET GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
FLORIDA GROWTH FUND II LLC
| BY: HL FLORIDA GROWTH LLC, ITS MANAGER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
GREEN CORE FUND, L.P.
| BY: GREEN CORE GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
| BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE NM FUND I LP
| BY: HL NM FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
| BY: HAMILTON LANE GP X LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
| BY: HL PMOF GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES
| BY: HL PMOF GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE SMID II HOLDINGS LP
| BY: Hamilton Lane Global SMID II GP, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2020
| BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
| BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
| BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
| BY: HLA Carpenters V LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP, SERIES H2
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL-HP GLOBAL INVESTMENTS LP
| BY: HL-HP GLOBAL INVESTMENTS GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HLSF V HOLDINGS LP
| BY: Hamilton Lane Secondary Fund V GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
14
HLSF V HOLDINGS LP 2
| BY: Hamilton Lane Secondary Fund V GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
NAKHODA LANE FUND L.P.
| BY: Nakhoda Lane Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
NAKHODA LANE FUND DE SPV LP
| BY: Nakhoda Lane Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
SRCS HL PE 1 (MASTER) LP
| BY: SR HL PE 1 GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.
| BY: HL/NY Israel Investment fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL ENPAM FUND SPLITTER LP
| BY: HL ENPAM Splitter GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
15
HL IMPACT HOLDINGS LP
| BY: HL Impact Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL IMPACT II HOLDINGS LP
| BY: HL Impact Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS L.P. SERIES M
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS L.P. SERIES N
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS L.P. SERIES O
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS L.P. SERIES Q
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP SERIES I
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP, SERIES H1
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP, SERIES P
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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 | ||
16
| HL MIRAS SECONDARY FUND LP | |||
| BY: HL Evergreen Secondary GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL PRIVATE ASSETS HOLDINGS LP | |||
| BY: HL GPA GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL/AS GLOBAL COINVEST LP | |||
| BY: HL/AS GLOBAL COINVEST GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HLSF IV HOLDINGS LP | |||
| BY: Hamilton Lane Secondary Fund IV GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
17
| INNOVATION LANE LP | |||
| BY: Innovation Lane GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| JATI PRIVATE EQUITY FUND III L.P. | |||
| BY: Jati GP LLC, its General Partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| KTCU HL INFRASTRUCTURE MASTER FUND LP | |||
| BY: KTCU Infrastructure Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| LIBRA TAURUS PE FUND MASTER LP | |||
| BY: Libra Taurus PE Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
18
| MORAN REAL ASSET FUND II, L.P. | |||
| BY: HL Moran GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| MORAN REAL ASSET FUND III, L.P. | |||
| BY: HL Moran GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| NEW YORK CREDIT SBIC FUND L.P. | |||
| BY: New York Credit SBIC Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| RAPM NM SECONDARY OPPORTUNITY FUND, L.P. | |||
| BY: HL NM Secondary Opportunity GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| SRE HL PE 1 (MASTER) LP | |||
| BY: SR HL PE 1 GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| SREH HL PE 1 (MASTER) LP | |||
| BY: SR HL PE 1 GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| SRZ HL PE 1 (MASTER) LP | |||
| BY: SR HL PE 1 GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| TARRAGON MASTER FUND LP | |||
| BY: Tarragon GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
19
| TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP | |||
| BY: Tower Bridge Select Opportunities – A Master Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP | |||
| BY: TTCPFS HL INVESTMENTS SPLITTER AIV FUND GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| UTAH REAL ASSETS PORTFOLIO, LP | |||
| BY: HL Utes GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP | |||
| BY: HL Real Assets GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP | |||
| BY: HL Real Assets GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
20
| HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP | |||
| BY: Hamilton Lane Equity Opportunities GP V LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| ASTRO MASTER FUND III LP | |||
| BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| DRAGON HL L.P. | |||
| BY: HL PENHA GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| EDGEWOOD PARTNERS II LP | |||
| BY: HL EDGEWOOD GP II LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| EDGEWOOD PARTNERS III, L.P. | |||
| BY: HL EDGEWOOD GP III LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
21
| HAMILTON LANE CAPITAL TOWER FUND LP | |||
| BY: HAMILTON LANE SPV GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP | |||
| BY: HAMILTON LANE VENTURE ACCESS FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III | |||
| BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL ENVIRONMENTAL FUND LP | |||
| BY: HL ENVIRONMENT FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
22
| HL P PLUS ESG CO-INVEST FUND I LP | |||
| BY: HL P PLUS CO-INVEST FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| PENHA FUND I L.P. | |||
| BY: HL PENHA GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| PENHA FUND II L.P. | |||
| BY: HL PENHA GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| PHOENIX HL L.P. | |||
| BY: HL PENHA GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| DIRECT CREDIT FUND LP | |||
| BY: RUSSELL INVESTMENTS HAMILTON LANE DE GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
23
| SMART CLEAN AIR AND ENERGY FUND LP | |||
| BY: SMART CLEAN AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| WPP HL CREDIT OPPORTUNITIES FUND LP | |||
| BY: WPP HL CREDIT OPPORTUNITIES FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP | |||
| BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL CANADA HEALTH LP | |||
| BY: hl canada health gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P. | |||
| BY: HL CLAL CREDIT GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP | |||
| BY: hl clal credit gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
24
| HL ALPHA CI SPV LP | |||
| BY: HL EIA CI SPV GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| ETHMAR TECHNOLOGY MASTER FUND LP | |||
| BY: HL ETHMAR TECHNOLOGY FUND GP, LLC | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| APA HOLDINGS LP | |||
| BY: APA GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP | |||
| BY: hamilton lane equity opportunities gp v llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP | |||
| BY: hamilton lane equity opportunities gp v llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP | |||
| BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP | |||
| BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP | |||
| BY: hamilton lane equity opportunities gp vi llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP | |||
| BY: hamilton lane equity opportunities gp vi llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP | |||
| BY: HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS GP LLC, ITS | |||
| GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND | |||
| BY: HL EUROPEAN INVESTORS GP s.À R.L., ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP | |||
| BY: hl private infra cayman holdings gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
25
| HAMILTON LANE IMPACT FUND II LP | |||
| BY: hl impact fund ii gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE IMPACT FUND III-A LP | |||
| BY: hl impact fund iii gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE IMPACT FUND III-B LP | |||
| BY: hl impact fund iii gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL IMPACT III HOLDINGS LP | |||
| BY: hl impact fund iIi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP | |||
| BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP | |||
| BY: hl infrastructure opportunities fund ii gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
26
| HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP | |||
| BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP | |||
| BY: hl real assets gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP | |||
| BY: hamilton lane national small business credit fund gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Principal | ||
| HL PRIVATE MARKETS ACCESS HOLDINGS SCSP | |||
| BY: HL PRIVATE MARKETS ACCESS GP S.À R.L., ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE RE OPPORTUNITIES FUND I LP | |||
| BY: hamilton lane re opportunities fund i gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A) | |||
| BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
27
| HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B) | |||
| BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE SECONDARY FUND VI-A LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE SECONDARY FUND VI-B LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF | |||
| BY: hl european investors gp s.À r.l., its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Manager | ||
| HLSF VI HOLDINGS 3 LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HLSF VI BLOCKER (CAYMAN) LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
28
| HLSF VI BLOCKER (DE) LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL SCOPE MASTER SICAV-RAIF SCSP | |||
| BY: HAMILTON LANE ADVISORS, L.L.C. | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Signatory | ||
| HL SCOPE HOLDINGS S.À.R.L. | |||
| BY: HAMILTON LANE ADVISORS, L.L.C. | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Signatory | ||
| HL SMALL CAP ACCESS FUND LP | |||
| BY: HAMILTON LANE ADVISORS, L.L.C. | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Signatory | ||
| HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP | |||
| BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP | |||
| BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP | |||
| BY: hamilton lane strategic opportunities fund ix gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
29
| HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP | |||
| BY: hamilton lane strategic opportunities fund ix gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL VAF I HOLDINGS TRANSACTION LP | |||
| BY: hamilton lane venture access fund i gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL GM PRIVATE MARKETS ACCESS FUND LP | |||
| BY: HL GM PRIVATE MARKETS ACCESS FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL GROWTH EQUITY CLUB FUND | |||
| BY: hl growth equity club fund gp s.À r.l., its general partner | |||
| By: | /s/ Lydia A. Gavalis | ||
| Name: | Lydia A. Gavalis | ||
| Title: | Manager | ||
| HL LARGE BUYOUT CLUB FUND VII | |||
| BY: hl large buyout club fund vi gp s.À r.l., its general partner | |||
| By: | /s/ Lydia A. Gavalis | ||
| Name: | Lydia A. Gavalis | ||
| Title: | Manager | ||
| HL VENTURE CAPITAL CLUB FUND II | |||
| BY: hl venture capital club fund ii gp s.À r.l., its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Manager | ||
30
| NEW FINANCE STREET L.P. | |||
| BY: new finance street gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HK ORIENTAL PEARL, LPF | |||
| BY: HAMILTON LANE ASSET MANAGEMENT (HK) LIMITED, ITS GENERAL PARTNER | |||
| By: | /s/ Lydia A. Gavalis | ||
| Name: | Lydia A. Gavalis | ||
| Title: | Director | ||
| HUDSON RIVER CO-INVESTMENT FUND IV L.P. | |||
| BY: HAMILTON LAND HUDSON RIVER CO-INVESTMENT FUND IV GP LLC, ITS GENERAL PARTNER | |||
| BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGING MEMBER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Signatory | ||
| HL BILLY IMPACT PE MASTER FUND LP | |||
| BY: hl billy impact pe fund gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP | |||
| BY: korea hl strategic infrastructure fund gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
31
| KIC HL CO-INVESTMENT FUND, LP | |||
| BY: kic hl co-investment fund gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| KIC HL CO-INVESTMENT MASTER FUND, LP | |||
| BY: KIC HL CO-INVESTMENT FUND GP, LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Person | ||
| KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP | |||
| BY: korea hl strategic infrastructure f und ii gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| MMAA HL CO-INVESTMENT MASTER FUND, LP | |||
| BY: mmaa hl co-investment fund gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| EDGEWOOD PARTNERS IV LP | |||
| BY: hl edgewood gp iv llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| NEW YORK CREDIT SBIC FUND II LP | |||
| BY: new york credit sbic fund gp ii llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Principal | ||
| HL PPLUS CO-INVEST FUND LP | |||
| BY: hl pplus co-invest fund gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
32
| HL PNB SMA MASTER FUND LP | |||
| BY: hl pnb sma gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL STRATEGIC RE IRISH HOLDINGS LLC | |||
| BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Person | ||
| SMART AIR AND ENERGY MASTER FUND LP | |||
| BY: smart AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE PE PROGRAM MASTER FUND L.P. | |||
| BY: hamilton lane pe program gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE VA RE SMA, LP | |||
| BY: hamilton lane va re sma gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| MORAN REAL ASSET FUND IV, L.P. | |||
| BY: hl moran gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP | |||
| BY: HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
33
VERIFICATION
The undersigned states that he or she has duly executed the foregoing Application for and on behalf of each entity listed below, that he or she is the authorized person of each such entity; and that all action by officers, directors, and other bodies necessary to authorize the undersigned to execute and file such instrument has been taken. The undersigned further states that he or she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.
| HAMILTON LANE PRIVATE ASSETS FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HAMILTON LANE PRIVATE INFRASTRUCTURE FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HL SCOPE RIC LLC | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HAMILTON LANE PRIVATE SECONDARY FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Secretary | ||
| HAMILTON LANE CREDIT INCOME FUND | |||
| By: | /s/ Keith Kleinman | ||
| Name: | Keith Kleinman | ||
| Title: | Sole Trustee | ||
| HAMILTON LANE ADVISORS, L.L.C. | |||
| By: | /s/ Lydia A. Gavalis | ||
| Name: | Lydia A. Gavalis | ||
| Title: | Secretary | ||
| 2020 TACTICAL MARKET FUND LP | |||
| BY: 2020 TACTICAL MARKET GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
34
| FIFTH STOCKHOLM CI SPV L.P. | |||
| BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
FINANCE STREET AIV SPLITTER L.P.
| BY: FINANCE STREET GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
FLORIDA GROWTH FUND II LLC
| BY: HL FLORIDA GROWTH LLC, ITS MANAGER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
GREEN CORE FUND, L.P.
| BY: GREEN CORE GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
| BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE NM FUND I LP
| BY: HL NM FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
35
HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
| BY: HAMILTON LANE GP X LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
| BY: HL PMOF GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES
| BY: HL PMOF GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE SMID II HOLDINGS LP
| BY: Hamilton Lane Global SMID II GP, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
36
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND VII HOLDINGS LP
| BY: Hamilton Lane Strategic Opportunities Fund VII GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2020
| BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
| BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
| BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
| BY: HLA Carpenters V LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP, SERIES H2
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL-HP GLOBAL INVESTMENTS LP
| BY: HL-HP GLOBAL INVESTMENTS GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HLSF V HOLDINGS LP
| BY: Hamilton Lane Secondary Fund V GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
37
HLSF V HOLDINGS LP 2
| BY: Hamilton Lane Secondary Fund V GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
NAKHODA LANE FUND L.P.
| BY: Nakhoda Lane Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
NAKHODA LANE FUND DE SPV LP
| BY: Nakhoda Lane Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
SRCS HL PE 1 (MASTER) LP
| BY: SR HL PE 1 GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.
| BY: HL/NY Israel Investment fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL ENPAM FUND SPLITTER LP
| BY: HL ENPAM Splitter GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
38
HL IMPACT HOLDINGS LP
| BY: HL Impact Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL IMPACT II HOLDINGS LP
| BY: HL Impact Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS L.P. SERIES M
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS L.P. SERIES N
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS L.P. SERIES O
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS L.P. SERIES Q
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP SERIES I
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
39
HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP, SERIES H1
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
HL INTERNATIONAL INVESTORS LP, SERIES P
| BY: HL International Investors GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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 | ||
40
| HL MIRAS SECONDARY FUND LP | |||
| BY: HL Evergreen Secondary GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL PRIVATE ASSETS HOLDINGS LP | |||
| BY: HL GPA GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL/AS GLOBAL COINVEST LP | |||
| BY: HL/AS GLOBAL COINVEST GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HLSF IV HOLDINGS LP | |||
| BY: Hamilton Lane Secondary Fund IV GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
41
| INNOVATION LANE LP | |||
| BY: Innovation Lane GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| JATI PRIVATE EQUITY FUND III L.P. | |||
| BY: Jati GP LLC, its General Partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| KTCU HL INFRASTRUCTURE MASTER FUND LP | |||
| BY: KTCU Infrastructure Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| LIBRA TAURUS PE FUND MASTER LP | |||
| BY: Libra Taurus PE Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
42
| MORAN REAL ASSET FUND II, L.P. | |||
| BY: HL Moran GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| MORAN REAL ASSET FUND III, L.P. | |||
| BY: HL Moran GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| NEW YORK CREDIT SBIC FUND L.P. | |||
| BY: New York Credit SBIC Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| RAPM NM SECONDARY OPPORTUNITY FUND, L.P. | |||
| BY: HL NM Secondary Opportunity GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
43
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| SRE HL PE 1 (MASTER) LP | |||
| BY: SR HL PE 1 GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| SREH HL PE 1 (MASTER) LP | |||
| BY: SR HL PE 1 GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| SRZ HL PE 1 (MASTER) LP | |||
| BY: SR HL PE 1 GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| TARRAGON MASTER FUND LP | |||
| BY: Tarragon GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
44
| TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP | |||
| BY: Tower Bridge Select Opportunities – A Master Fund GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP | |||
| BY: TTCPFS HL INVESTMENTS SPLITTER AIV FUND GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| UTAH REAL ASSETS PORTFOLIO, LP | |||
| BY: HL Utes GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP | |||
| BY: HL Real Assets GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP | |||
| BY: HL Real Assets GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
45
| HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP | |||
| BY: Hamilton Lane Equity Opportunities GP V LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| ASTRO MASTER FUND III LP | |||
| BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| DRAGON HL L.P. | |||
| BY: HL PENHA GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| EDGEWOOD PARTNERS II LP | |||
| BY: HL EDGEWOOD GP II LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| EDGEWOOD PARTNERS III, L.P. | |||
| BY: HL EDGEWOOD GP III LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
46
| HAMILTON LANE CAPITAL TOWER FUND LP | |||
| BY: HAMILTON LANE SPV GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP | |||
| BY: HAMILTON LANE VENTURE ACCESS FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III | |||
| BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL ENVIRONMENTAL FUND LP | |||
| BY: HL ENVIRONMENT FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
47
| HL P PLUS ESG CO-INVEST FUND I LP | |||
| BY: HL P PLUS CO-INVEST FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| 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/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| PENHA FUND I L.P. | |||
| BY: HL PENHA GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| PENHA FUND II L.P. | |||
| BY: HL PENHA GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| PHOENIX HL L.P. | |||
| BY: HL PENHA GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| DIRECT CREDIT FUND LP | |||
| BY: RUSSELL INVESTMENTS HAMILTON LANE DE GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
48
| SMART CLEAN AIR AND ENERGY FUND LP | |||
| BY: SMART CLEAN AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| WPP HL CREDIT OPPORTUNITIES FUND LP | |||
| BY: WPP HL CREDIT OPPORTUNITIES FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP | |||
| BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL CANADA HEALTH LP | |||
| BY: hl canada health gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P. | |||
| BY: HL CLAL CREDIT GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP | |||
| BY: hl clal credit gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
49
| HL ALPHA CI SPV LP | |||
| BY: HL EIA CI SPV GP LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| ETHMAR TECHNOLOGY MASTER FUND LP | |||
| BY: HL ETHMAR TECHNOLOGY FUND GP, LLC | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| APA HOLDINGS LP | |||
| BY: APA GP, LLC, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP | |||
| BY: hamilton lane equity opportunities gp v llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP | |||
| BY: hamilton lane equity opportunities gp v llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
50
| HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP | |||
| BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP | |||
| BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP | |||
| BY: hamilton lane equity opportunities gp vi llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP | |||
| BY: hamilton lane equity opportunities gp vi llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP | |||
| BY: HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS GP LLC, ITS | |||
| GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND | |||
| BY: HL EUROPEAN INVESTORS GP s.À R.L., ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP | |||
| BY: hl private infra cayman holdings gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
51
| HAMILTON LANE IMPACT FUND II LP | |||
| BY: hl impact fund ii gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE IMPACT FUND III-A LP | |||
| BY: hl impact fund iii gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE IMPACT FUND III-B LP | |||
| BY: hl impact fund iii gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL IMPACT III HOLDINGS LP | |||
| BY: hl impact fund iIi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP | |||
| BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP | |||
| BY: hl infrastructure opportunities fund ii gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
52
| HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP | |||
| BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP | |||
| BY: hl real assets gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP | |||
| BY: hamilton lane national small business credit fund gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Principal | ||
| HL PRIVATE MARKETS ACCESS HOLDINGS SCSP | |||
| BY: HL PRIVATE MARKETS ACCESS GP S.À R.L., ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE RE OPPORTUNITIES FUND I LP | |||
| BY: hamilton lane re opportunities fund i gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B) | |||
| BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
53
| HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A) | |||
| BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE SECONDARY FUND VI-A LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE SECONDARY FUND VI-B LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF | |||
| BY: hl european investors gp s.À r.l., its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Manager | ||
| HLSF VI HOLDINGS 3 LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HLSF VI BLOCKER (CAYMAN) LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
54
| HLSF VI BLOCKER (DE) LP | |||
| BY: hamilton lane secondary fund vi gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL SCOPE MASTER SICAV-RAIF SCSP | |||
| BY: HAMILTON LANE ADVISORS, L.L.C. | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Signatory | ||
| HL SCOPE HOLDINGS S.À.R.L. | |||
| BY: HAMILTON LANE ADVISORS, L.L.C. | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Signatory | ||
| HL SMALL CAP ACCESS FUND LP | |||
| BY: HAMILTON LANE ADVISORS, L.L.C. | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Signatory | ||
| HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP | |||
| BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP | |||
| BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP | |||
| BY: hamilton lane strategic opportunities fund ix gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP | |||
| BY: hamilton lane strategic opportunities fund ix gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
55
| HL VAF I HOLDINGS TRANSACTION LP | |||
| BY: hamilton lane venture access fund i gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL GM PRIVATE MARKETS ACCESS FUND LP | |||
| BY: HL GM PRIVATE MARKETS ACCESS FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL GROWTH EQUITY CLUB FUND | |||
| BY: hl growth equity club fund gp s.À r.l., its general partner | |||
| By: | /s/ Lydia A. Gavalis | ||
| Name: | Lydia A. Gavalis | ||
| Title: | Manager | ||
| HL LARGE BUYOUT CLUB FUND VII | |||
| BY: hl large buyout club fund vi gp s.À r.l., its general partner | |||
| By: | /s/ Lydia A. Gavalis | ||
| Name: | Lydia A. Gavalis | ||
| Title: | Manager | ||
| HL VENTURE CAPITAL CLUB FUND II | |||
| BY: hl venture capital club fund ii gp s.À r.l., its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Manager | ||
56
| NEW FINANCE STREET L.P. | |||
| BY: new finance street gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HK ORIENTAL PEARL, LPF | |||
| BY: HAMILTON LANE ASSET MANAGEMENT (HK) LIMITED, ITS GENERAL PARTNER | |||
| By: | /s/ Lydia A. Gavalis | ||
| Name: | Lydia A. Gavalis | ||
| Title: | Director | ||
| HUDSON RIVER CO-INVESTMENT FUND IV L.P. | |||
| BY: HAMILTON LAND HUDSON RIVER CO-INVESTMENT FUND IV GP LLC, ITS GENERAL PARTNER | |||
| BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGING MEMBER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Signatory | ||
| HL BILLY IMPACT PE MASTER FUND LP | |||
| BY: hl billy impact pe fund gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP | |||
| BY: korea hl strategic infrastructure fund gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
57
| KIC HL CO-INVESTMENT FUND, LP | |||
| BY: kic hl co-investment fund gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| KIC HL CO-INVESTMENT MASTER FUND, LP | |||
| BY: KIC HL CO-INVESTMENT FUND GP, LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Person | ||
| KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP | |||
| BY: korea hl strategic infrastructure f und ii gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| MMAA HL CO-INVESTMENT MASTER FUND, LP | |||
| BY: mmaa hl co-investment fund gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| EDGEWOOD PARTNERS IV LP | |||
| BY: hl edgewood gp iv llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| NEW YORK CREDIT SBIC FUND II LP | |||
| BY: new york credit sbic fund gp ii llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Principal | ||
| HL PPLUS CO-INVEST FUND LP | |||
| BY: hl pplus co-invest fund gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
58
| HL PNB SMA MASTER FUND LP | |||
| BY: hl pnb sma gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HL STRATEGIC RE IRISH HOLDINGS LLC | |||
| BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Authorized Person | ||
| SMART AIR AND ENERGY MASTER FUND LP | |||
| BY: smart AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE PE PROGRAM MASTER FUND L.P. | |||
| BY: hamilton lane pe program gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE VA RE SMA, LP | |||
| BY: hamilton lane va re sma gp, llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| MORAN REAL ASSET FUND IV, L.P. | |||
| BY: hl moran gp llc, its general partner | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
| HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP | |||
| BY: HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) GP LLC, ITS GENERAL PARTNER | |||
| By: | /s/ Kristin Jumper | ||
| Name: | Kristin Jumper | ||
| Title: | Assistant Secretary | ||
59
SCHEDULE A
Green Core Fund, L.P.
Hamilton Lane/NYSCRF Israel Investment Fund L.P.
KPS-Hamilton Lane Multi-Strategy Fund I Master LP
Libra Taurus PE Fund Master LP
SRE HL PE 1 (Master) LP
SREH HL PE 1 (Master) LP
SRZ HL PE 1 (Master) LP
Tarragon Master Fund LP
Hamilton Lane Infrastructure OPPORTUNITIES Fund II Holdings LP
Hamilton Lane Infrastructure OPPORTUNITIES Fund II Holdings-2 LP
Hamilton Lane Equity Opportunities Fund V Holding LP
Hamilton Lane Equity Opportunities Fund V Holding-2 LP
Edgewood Partners III, L.P.
Hamilton Lane Capital Tower Fund LP
HL EnvironmentAL Fund LP
HL Large Buyout Club Fund VII
HL P Plus ESG Co-Invest Fund I LP
SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP
HL CANADA HEALTH LP
CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P.
CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP
HL ALPHA CI SPV LP
ETHMAR TECHNOLOGY MASTER FUND LP
APA HOLDINGS LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP
HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP
HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND
HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP
HAMILTON LANE IMPACT FUND II LP
HL IMPACT II HOLDINGS LP
HAMILTON LANE IMPACT FUND III-a LP
HAMILTON LANE IMPACT FUND III-b LP
HL IMPACT III HOLDINGS LP
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP
HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP
HAMILTON LANE NM FUND I LP
HL PRIVATE MARKETS ACCESS HOLDINGS SCSP
HAMILTON LANE RE OPPORTUNITIES FUND I LP
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B)
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A)
HAMILTON LANE SECONDARY FUND VI-D SCSP-raif
HLSF VI HOLDINGS 3 LP
HLSF VI BLOCKER (CAYMAN) LP
HLSF VI BLOCKER (DE) LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP
HL VAF I HOLDINGS TRANSACTION LP
HL GM PRIVATE MARKETS ACCESS FUND lp
HL GROWTH EQUITY CLUB FUND
HL VENTURE CAPITAL CLUB FUND II
60
NEW FINANCE STREET L.P.
HK ORIENTAL PEARL, LPF
HUDSON RIVER CO-INVESTMENT FUND IV L.P.
HL BILLY IMPACT PE MASTER FUND LP
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP
KIC HL CO-INVESTMENT FUND, LP
KIC HL CO-INVESTMENT MASTER FUND, LP
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP
MMAA HL CO-INVESTMENT MASTER FUND, LP
PENHA FUND I L.P.
EDGEWOOD PARTNERS IV LP
NEW YORK CREDIT SBIC FUND II LP
HL PPLUS CO-INVEST FUND LP
HL PNB SMA MASTER FUND LP
HL STRATEGIC RE IRISH HOLDINGS LLC
SMART AIR AND ENERGY MASTER FUND LP
HAMILTON LANE PE PROGRAM MASTER FUND L.P.
HAMILTON LANE VA RE SMA, LP
MORAN REAL ASSET FUND IV, L.P.
HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP
EDGEWOOD PARTNERS II LP
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP
HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP
HL-HP GLOBAL INVESTMENTS LP
SRCS HL PE 1 (MASTER) LP
HL PRIVATE ASSETS HOLDINGS LP
INNOVATION LANE LP
MORAN REAL ASSET FUND II, L.P.
MORAN REAL ASSET FUND III, L.P.
NEW YORK CREDIT CO-INVESTMENT FUND II LP
PENHA FUND II L.P.
PHOENIX HL L.P.
RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP
RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP
SIXTH STOCKHOLM CI-SPV LP
TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP
WPP HL CREDIT OPPORTUNITIES FUND LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP
HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2
RAPM NM SECONDARY OPPORTUNITY FUND, L.P.
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP
2020 TACTICAL MARKET FUND LP
ASTRO MASTER FUND III LP
DIRECT CREDIT FUND LP
DRAGON HL L.P.
FIFTH STOCKHOLM CI SPV L.P.
FINANCE STREET AIV SPLITTER L.P.
FLORIDA GROWTH FUND II LLC
HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP
HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
61
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 SECONDARY FUND VI-A LP
HAMILTON LANE SECONDARY FUND VI-B LP
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 CAPITAL FUND LP, SERIES 2020
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND II LP
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III
HL ENPAM FUND SPLITTER LP
HL IMPACT 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 LP, SERIES H2
HL INTERNATIONAL INVESTORS LP, SERIES P
HL LARGE BUYOUT CLUB FUND V
HL LARGE BUYOUT CLUB FUND VI
HL MIRAS SECONDARY FUND LP
HL REAL ASSET OPPORTUNITIES – A MASTER FUND LP
HL/AS GLOBAL COINVEST LP
HLSF IV HOLDINGS LP
HLSF V HOLDINGS LP
HLSF V HOLDINGS LP 2
HUDSON RIVER CO-INVESTMENT FUND III L.P.
JATI PRIVATE EQUITY FUND III L.P.
KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP
KTCU HL INFRASTRUCTURE MASTER FUND LP
NAKHODA LANE FUND DE SPV LP
NAKHODA LANE FUND L.P.
NEW YORK CREDIT SBIC FUND L.P.
SMART CLEAN AIR AND ENERGY FUND LP
TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP
UTAH REAL ASSETS PORTFOLIO, LP
HL SCOPE MASTER SICAV-RAIF SCSP
HL SCOPE HOLDINGS S.À.R.L.
HL SMALL CAP ACCESS FUND LP
62
Exhibit A
EXHIBIT A
APPROVAL OF FILING SECTION 17(D) APPLICATION FOR CO-INVESTMENT RELIEF
Proposed Resolutions to be Adopted by the Trustees of Hamilton Lane Private Assets Fund, Hamilton Lane Private Infrastructure Fund, Hamilton Lane Private Secondary Fund, Hamilton Lane Venture Capital and Growth Fund and Hamilton Lane Credit Income Fund
WHEREAS, the Board of Trustees deems it is advisable and in the best interest of each of Hamilton Lane Private Assets Fund, Hamilton Lane Private Infrastructure Fund, Hamilton Lane Private Secondary Fund, Hamilton Lane Venture Capital and Growth Fund and Hamilton Lane Credit Income Fund (together, the “Funds”) to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers of Hamilton Lane Advisors, L.L.C., and the Funds be, and each of them hereby is, authorized and directed on behalf of the Funds and in their name and on behalf of the Funds, to prepare, execute, and cause to be filed with the Commission an Application for an Order of Exemption, and any amendments thereto, pursuant to Section 17(d) of 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; and it is further
RESOLVED, that the officers of the Funds 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; and it is further
RESOLVED, that any and all actions previously taken by the Funds or any of their directors, trustees or officers, as applicable, in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Funds.
APPROVAL OF FILING SECTION 17(D) APPLICATION FOR CO-INVESTMENT RELIEF
Proposed Resolutions to be Adopted by the Directors HL SCOPE RIC LLC
WHEREAS, the Board of Directors deems it is advisable and in the best interest of HL SCOPE RIC LLC (the “Fund”) to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers of Hamilton Lane Advisors, L.L.C., and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in their name and on behalf of the Fund, to prepare, execute, and cause to be filed with the Commission an Application for an Order of Exemption, and any amendments thereto, pursuant to Section 17(d) of 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; 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; and it is further
RESOLVED, that any and all actions previously taken by the Fund or any of their directors, trustees or officers, as applicable, in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.
A-1
Exhibit B
EXHIBIT B
Marked Copies of the Application Showing Changes from the Final Versions of the Two Applications Identified as Substantially Identical under Rule 0-5(e)(3)
B-1
File No. 812-15840812-15888
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In
the Matter of the First Amended and Restated
Application of:
OXFORD SQUARE CAPITAL
CORP. AND OXFORD LANE CAPITAL CORP. AND OXFORD PARK INCOME FUND, INC. AND OXFORD SQUARE MANAGEMENT, LLC AND OXFORD LANE MANAGEMENT, LLC
AND OXFORD PARK MANAGEMENT, LLC AND OXFORD GATE MANAGEMENT, LLC AND OXFORD GATE MASTER FUND, LLC AND OXFORD GATE, LLC AND OXFORD GATE
(BERMUDA), LLC AND OXFORD BRIDGE II, LLC.
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830
(203) 983-5275AMENDME
FIRST DNT
ANDO
RESTATED.
1 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER
THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE
17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
All Communications,
Notices and Orders to:
Jonathan
H. Cohen
Chief Executive Officer
8 Sound Shore Drive, Suite
255
Greenwich, CT 06830
(203) 983-5275
EXPEDITED REVIEW REQUESTED UNDER 17 CFR 270.0-5(d)
In the Matter of the Application of:
HAMILTON LANE PRIVATE ASSETS FUND, HAMILTON LANE PRIVATE INFRASTRUCTURE FUND, HAMILTON LANE PRIVATE SECONDARY FUND, HL SCOPE RIC LLC, HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND, HAMILTON LANE CREDIT INCOME FUND, HAMILTON LANE ADVISORS, L.L.C., EDGEWOOD PARTNERS II LP, EDGEWOOD PARTNERS III, L.P., GREEN CORE FUND, L.P., HAMILTON LANE CAPITAL TOWER FUND 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 VENTURE ACCESS FUND I HOLDINGS LP, HL-HP GLOBAL INVESTMENTS LP, SRCS HL PE 1 (MASTER) LP, HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P., HL PRIVATE ASSETS HOLDINGS LP, INNOVATION LANE LP, KPS-HAMILTON LANE MULTI-STRATEGY FUND I MASTER 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, PENHA FUND I L.P., PENHA FUND II L.P., PHOENIX HL L.P., RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP, RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP, SIXTH STOCKHOLM CI-SPV LP, SRE HL PE 1 (MASTER) LP, SREH HL PE 1 (MASTER) LP, SRZ HL PE 1 (MASTER) LP, TARRAGON MASTER FUND LP, TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP, WPP HL CREDIT OPPORTUNITIES FUND LP, SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP, HL CANADA HEALTH LP, CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P., CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP, HL ALPHA CI SPV LP, ETHMAR TECHNOLOGY MASTER FUND LP, APA HOLDINGS LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP, HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP, HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND, HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP, HAMILTON LANE IMPACT FUND II LP, HL IMPACT II HOLDINGS LP, HAMILTON LANE IMPACT FUND III-A LP, HAMILTON LANE IMPACT FUND III-B LP, HL IMPACT III HOLDINGS LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP, HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP, HAMILTON LANE NM FUND I LP, HL PRIVATE MARKETS ACCESS HOLDINGS SCSP, HAMILTON LANE RE OPPORTUNITIES FUND I LP, HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A), HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B), HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2, HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF, HLSF VI HOLDINGS 3 LP, HLSF VI BLOCKER (CAYMAN) LP, HLSF VI BLOCKER (DE) LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP, HL VAF I HOLDINGS TRANSACTION LP, HL GM PRIVATE MARKETS ACCESS FUND LP, HL GROWTH EQUITY CLUB FUND, HL LARGE BUYOUT CLUB FUND VII, HL VENTURE CAPITAL CLUB FUND, HL VENTURE CAPITAL CLUB FUND II, NEW FINANCE STREET L.P., HK ORIENTAL PEARL, LPF, HUDSON RIVER CO-INVESTMENT FUND IV L.P., HL BILLY IMPACT PE MASTER FUND LP, KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP, KIC HL CO-INVESTMENT FUND, LP, KIC HL CO-INVESTMENT MASTER FUND, LP, KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP, MMAA HL CO-INVESTMENT MASTER FUND, LP, EDGEWOOD PARTNERS IV LP, NEW YORK CREDIT SBIC FUND II LP, RAPM NM SECONDARY OPPORTUNITY FUND, L.P., HL P PLUS ESG CO-INVEST FUND I LP, HL PPLUS CO-INVEST FUND LP, HL PNB SMA MASTER FUND LP, HL STRATEGIC RE IRISH HOLDINGS LLC, SMART AIR AND ENERGY MASTER FUND LP, HAMILTON LANE PE PROGRAM MASTER FUND L.P., HL ENVIRONMENTAL FUND LP, HAMILTON LANE VA RE SMA, LP, MORAN REAL ASSET FUND IV, L.P., HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP, 2020 TACTICAL MARKET FUND LP, ASTRO MASTER FUND III LP, DIRECT CREDIT FUND LP, DRAGON HL L.P., FIFTH STOCKHOLM CI SPV L.P., FINANCE STREET AIV SPLITTER L.P., FLORIDA GROWTH FUND II LLC, HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P., HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP, HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 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 SECONDARY FUND VI-A LP, HAMILTON LANE SECONDARY FUND VI-B LP, 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 CAPITAL FUND LP, SERIES 2020, HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021, HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022, HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND II LP, HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P., HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III, HL ENPAM FUND SPLITTER LP, HL IMPACT 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 LP, SERIES H2, HL INTERNATIONAL INVESTORS LP, SERIES P, HL LARGE BUYOUT CLUB FUND V, HL LARGE BUYOUT CLUB FUND VI, HL MIRAS SECONDARY FUND LP, HL REAL ASSET OPPORTUNITIES – A MASTER FUND LP, HL/AS GLOBAL COINVEST LP, HLSF IV HOLDINGS LP, HLSF V HOLDINGS LP, HLSF V HOLDINGS LP 2, HUDSON RIVER CO-INVESTMENT FUND III L.P., JATI PRIVATE EQUITY FUND III L.P., KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP, KTCU HL INFRASTRUCTURE MASTER FUND LP, NAKHODA LANE FUND DE SPV LP, NAKHODA LANE FUND L.P., NEW YORK CREDIT SBIC FUND L.P., SMART CLEAN AIR AND ENERGY FUND LP, TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP, UTAH REAL ASSETS PORTFOLIO, LP, HL SCOPE MASTER SICAV-RAIF SCSP, HL SCOPE HOLDINGS S.À.R.L. AND HL SMALL CAP ACCESS FUND LP
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428
All Communications, Notices and Orders to:
Keith
Kleinman, Esq.
Hamilton Lane Advisors, L.L.C.
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428
[email protected]
____________________________
[email protected]
Ryan P. Brizek, Esq. Simpson Thacher & Bartlett LLP 900 G Street, NW Washington, D.C. 20001 (202) 636-5500 |
Harry S. Pangas
Philip T. Hinkle
Dechert LLP
1900 K Street, NW
Washington, DC 20006
(202) 261-3466
October 14January
8, 20252026
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
|
: : : : : : : : : : : : : : : : |
|
| I. |
The following entities hereby request an order (the
“Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”)
under Sections 17(d) and 57(i) of the
Investment Company Act of 1940, as amended (the “1940 Act”),1
and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1
thereunder. The Order would supersede the exemptive order issued by the Commission on June 14, 2017February
23, 2021, as amended May 16, 2023 (the “Prior Order”)2
that was granted pursuant to Sections 17(d), 57(a)(4), 57(i) and Rule 17d-1, with the
result that no person will continue to rely on the Prior Order if the Order is granted.
| · |
| · | Hamilton Lane Private Infrastructure Fund, a non-diversified, closed-end management investment company registered under the 1940 Act (“HLPIF”); |
| · |
| · |
1 Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.
2
TICC Capital CorpHamilton
Lane Private Assets Fund, et al. (File No. 812-14707812-15099),
Release No. IC-32641 (May 19, 2017-34182
(January 28, 2021) (notice), Release No. IC-32680 (June 14, 2017) (order)-34201
(February 23, 2021) (order) as amended by Hamilton Lane Private Assets Fund, et al. (File No. 812-15374), Release No. IC-34891 (April
19, 2023) (notice), Release No. IC-34919 (May 16, 2023) (order).
| · |
| · |
| · |
| · |
3 All existing entities that currently intend to rely upon the requested Order have been named as Applicants. Any other existing or future entity that subsequently relies on the Order will comply with the terms and conditions of the Application.
4 The term “successor” means an entity that results from a reorganization into another jurisdiction or change in the type of business organization.
2
The relief requested in this application for the Order
(the “Application”) would allow a Regulated Fund45
and one or more Affiliated Entities56
to engage in Co-Investment Transactions67
subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment
Transaction are collectively referred to herein as “Participants.”78
The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.89
The term
Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined
below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company.
“Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined
in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which
may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development
company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all
portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee
consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of
each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated
Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person
that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section
3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.
45
“Regulated Fund” means the Existing Regulated Funds and any Future Regulated Funds. “Future Regulated
Fund” means an entity (a) that is a closed-end management investment company registered under the 1940 Act, or a closed-end
management investment company that has elected to be regulated as a business development company under the 1940 Act, (b) whose (1) primary
investment adviser or (2) sub-adviser is an Adviser (as defined below) and (c) that intends to engage in Co-Investment Transactions.
If an Adviser serves as sub-adviser to a Regulated Fund whose primary adviser is not also an Adviser, such primary adviser shall be deemed
to be an Adviser with respect to conditions 3 and 4 only.
The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.
In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.
56
“Affiliated Entity” means an entity not controlled by a Regulated Fund that intends to engage in Co-Investment
Transactions and that is (a) with respect to a Regulated Fund, another Regulated Fund; (b) an Adviser or its affiliates (other than an
open-end investment company registered under the 1940 Act), and any direct or indirect, wholly- or majority-owned subsidiary of an Adviser
or its affiliates (other than of an open-end investment company registered under the 1940 Act), that is participating in a Co-Investment
Transaction in a principal capacity; or (c) any entity that would be an investment company but for Section 3(c) of the 1940 Act or Rule
3a-7 thereunder and whose investment adviser is an Adviser.
To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.
67
“Co-Investment Transaction” means the acquisition or Disposition of securities of an issuer in a transaction
effected in reliance on the Order or previously granted relief.
78
“Adviser” means OXSQthe
Existing Adviser, OXLC Adviser, OXPK Adviser, Oxford Gate Management, and any
other investment adviser controlling, controlled by, or under common control with OXSQthe
Existing Adviser, OXLC Adviser, OXPK Adviser, or Oxford Gate Management. The
term “Adviser” also includes any internally-managed Regulated Fund.
89
See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail.
July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).
3
In the
case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board
of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment
Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board,
the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief
compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint
Venture’s or BDC Downstream Fund’s Board.
To the
extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes
of the conditions.
| II. | GENERAL DESCRIPTION OF THE APPLICANTS |
Hamilton Lane Incorporated (NASDAQ: HLNE) (“HLNE”) a publicly traded company, owns a controlling interest in the Existing Adviser, and thus may be deemed to control the Regulated Funds and the Affiliated Entities. HLNE, however, is a holding company and does not currently offer investment advisory services to any person, is not expected to do so in the future, and will not be the source of any Co-Investment Transactions under the requested Order. Accordingly, HLNE has not been included as an Applicant.
Each of the Existing Regulated Fund is an externally-managed, closed-end management investment company registered under the 1940 Act. Each Existing Regulated Fund is, or with respect to HLCIF, will be, externally managed by HLA.
| A. |
OXSQ is a
Maryland corporation structured as an externally managed closed-end management investment company that has elected to be regulated as
a business development company under the 1940 Act. OXSQ was originally formed as Technology Investment Capital Corporation (“TICC”)
on July 21, 2003 and commenced operations on July 21, 2003. TICC changed its name to Oxford Square Capital Corp. on March 19, 2018. OXSQ
has elected to be treated as a regulated investment company (“RIC”) under Sub-Chapter M of the Internal Revenue
Code of 1986, as amended (the “Code”), and intends to comply with the requirements to qualify for tax treatment
applicable to RICs. OXSQ’s principal place of business is 8 Sound Shore Drive, Greenwich, CT 06830.
HLPAF is organized as a Delaware statutory trust.
HLPAF’s investment objective is to generate capital appreciation over the medium- and long-term through investments in private assets globally. The Fund may gain access to private assets through a number of different approaches including: (i) direct investments in the equity or debt of a company; (ii) primary subscriptions to closed-end private funds, including without limitation, funds-of-funds; (iii) secondary purchases of interests in closed-end private funds and other private assets; (iv) investments in listed private equity companies, funds or other vehicles; and (v) programmatic investment relationships with asset managers outside of their commingled private funds.
OXSQ’s investment
objective is to maximize its portfolio’s total return. OXSQ’s primary focus is to seek an attractive risk-adjusted total
return by investing primarily in corporate debt securities and, to a lesser extent,
collateralized loan obligations (“CLO”), which are structured finance investments
that own corporate debt securities. OXSQHLPAF
has a five-member board (the “OXSQ Board”), of which three
members are not “interested” persons of OXSQHLPAF
within the meaning of Section 2(a)(19) of the 1940 Act.9 (the
“HLPAF Board”).10
9
The Board of each Future Regulated Fund will consist of a majority of members who are not “interested
persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.
10 The Board of each Future Regulated Fund will consist of a majority of members who are not “interested persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.
4
| B. |
OXLC is a
Maryland corporation formed on June 10, 2010 and structured as an externally managed registered closed-end management investment company
under the 1940 Act. OXLC commenced operations on January 25, 2011. OXLC has elected to be treated as a RIC under Sub-Chapter M of the
Code, and intends to comply with the requirements to qualify for tax treatment applicable to RICs. OXLC’s principal place of business
is 8 Sound Shore Drive, Greenwich, CT 06830.
HLPIF is organized as a Delaware statutory trust.
HLPIF’s investment objective is to seek to provide current income and long-term appreciation. HLPIF will seek to achieve its investment objective through constructing a portfolio of investments in infrastructure assets (collectively, “Infrastructure Assets”) through a tactically constructed portfolio of direct co-investments, equity and debt investments in portfolio companies and secondary investments often alongside an experienced investment sponsor, joint venture partner, operating partner, or other investor, and in all cases seeking to provide global exposure to real assets in the infrastructure sector. HLPIF defines infrastructure as an asset or investment that primarily comprises permanent facilities and installations needed for the functioning of a society and/or large-scale commerce, typically characterized as fixed, physical assets. HLPIF has the flexibility to invest in Infrastructure Assets across infrastructure sectors, including but not limited to energy, telecom, renewables, transport, power, social (e.g., nursing care facilities, for-profit schools and hospitals), environment (e.g., waste, recycling and water management systems) and other infrastructure sectors (e.g., non-traditional infrastructure assets such as capital assets, including rolling stock and trailer, aircraft and ship leasing), subject to compliance with its investment strategies and restrictions and applicable law, including the 1940 Act.
OXLC’s investment
objective is to maximize its portfolio’s risk-adjusted total return by investing in equity and junior debt tranches of CLO vehicles.
OXLCHLPIF has a five-member
board (the “OXLC Board”), of which three members
are not “interested” persons of OXLCHLPIF
within the meaning of Section 2(a)(19) of the 1940 Act (the
“HLPIF Board”).
| C. |
OXPK is a
Maryland corporation formed on December 19, 2022 and structured as an externally managed registered closed-end management investment
company under the 1940 Act that operates as a tender offer fund. OXPK commenced operations on April 3, 2023. OXPK has elected to be treated
as a RIC under Sub-Chapter M of the Code, and intends to comply with the requirements to qualify for tax treatment applicable to RICs.
OXPK’s principal place of business is 8 Sound Shore Drive, Greenwich, CT 06830.
SCOPE is organized as a Delaware limited liability company.
SCOPE’s investment objective is to seek to obtain returns from current income and to a lesser extent, capital appreciation, through investments in private assets globally while also focusing on preservation of capital. SCOPE seeks to build a portfolio over time to avoid concentrated risk exposures and to provide sufficient liquidity for limited redemptions. SCOPE seeks to reach its investment objectives primarily by investing directly or indirectly in the debt of companies in either the primary or secondary market and focuses on senior secured loans structured as revolving, first lien, unitranche, or second lien term loans. In addition, SCOPE may invest into a number of different approaches if such opportunities meet the investment objective, including without limitation: (i) direct investments in the equity of a company; (ii) primary subscriptions to closed-end private funds, including without limitation funds-of-funds; (iii) secondary purchases of interests in closed-end private funds and other private funds; (iv) investments in listed private equity companies, funds or other vehicles; or (v) programmatic investment relationships with asset managers outside of their commingled private funds.
5
SCOPE has a five-member board, of which three members are not “interested” persons of SCOPE within the meaning of Section 2(a)(19) of the 1940 Act (the “SCOPE Board”).
| D. | HLPSF |
HLPSF is organized as a Delaware statutory trust.
HLPSF’s investment objective is to seek to provide long-term capital appreciation. HLPSF seeks to achieve its investment objective through a tactically constructed portfolio of private equity investments, primarily through privately negotiated transactions on the secondary market, including both traditional limited partner secondary investments and general partner secondary investments. Such transactions on the secondary market will be investments in private funds, holding vehicles or other investment vehicles managed by third-party managers or other private equity investments that HLA determines to have a similar risk/return profile. HLPSF may invest in private equity investments that HLA determines to have a similar risk/return profile on a global basis across developed and emerging countries, with an emphasis on North America and Western Europe.
HLPSF has a five-member board, of which three members are not “interested” persons of HLPSF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLPSF Board”).
| E. | HLVCGF |
HLVCGF is organized as a Delaware statutory trust.
HLVCGF’s investment objective is to seek to provide long-term capital appreciation. HLVCGF seeks exposure to private companies in their early (i.e., venture capital) and growth stages of their development (“Venture and Growth Investments”) through: (i) equity and debt (including but not limited to convertible notes) investments, co-investments, joint ventures and other investments in portfolio companies that are made directly (including through an investment vehicle), generally alongside an investment sponsor, joint venture partner, operating partner, or other investor, and commonly involving a new acquisition or development of an asset, company or platform); (ii) strategic investments in underlying private funds, holding vehicles or other vehicles which are fundraising at the time of such investment; (iii) investments in portfolio funds managed by third party managers or other single-asset investments focused on Venture and Growth Investments, generally on a secondary basis from existing investors or involving a recapitalization of an equity interest in an existing portfolio fund and other investments that HLA determines to have a similar risk/return profile; (iv) investments in listed private equity companies, funds or other vehicles; or (v) programmatic investment relationships with asset managers outside of their commingled private funds.
HLVCGF has a five-member board, of which three members are not “interested” persons of HLVCGF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLVCGF Board”).
| F. | HLCIF |
HLCIF is organized as a Delaware statutory trust. HLCIF has not commenced operations.
OXPK’sHLCIF’s
investment objective is to maximize its portfolio’s risk-adjusted total return by investing in
equity and junior debt tranches of CLO vehicles. OXPK has a five-member board (the “OXPK Board” and, together
with the OXSQ Board, OXLC Board, and any future Regulated Fund’s board, the “Board”),
of which three members are not “interested” persons of OXPK within
the meaning of Section 2(a)(19) of the 1940 Act.seek
to obtain returns from current income and to a lesser extent, capital appreciation. HLCIF seeks to achieve its investment objective through
a tactically constructed portfolio to provide exposure to debt investments by investing in the debt of companies in either the primary
or secondary market and will focus on senior secured loans structured as revolving, first lien, unitranche, or second lien term loans
and, to a lesser extent, unsecured
debt (senior unsecured and subordinated debt), mezzanine debt or preferred stock (typically with a stated dividend rate). In connection
with a direct loan, HLCIF may invest in warrants or other equity securities of borrowers and may receive non-cash income features including
purchase in-kind interest and original issue discount.
6
The business and affairs of HLCIF will be managed under the direction of a board of trustees, a majority of which will not be “interested” persons of HLCIF within the meaning of Section 2(a)(19) of the 1940 Act (the "HLCIF Board" and together with the HLPAF Board, the HLPIF Board, the SCOPE Board, the HLPSF Board, the HLVCGF Board and the board of directors or trustees of any Future Regulated Fund, each a "Board").
| The Existing Affiliated Funds |
The Existing Affiliated Funds are investment funds,
each of whose investment adviser is Oxford Gate ManagementHLA,
and each of which would be an “investment
company” but for Section 3(c)(1)
or Section 3(c)(7) of the 1940 Act.1011
A complete list of the Existing Affiliated Funds is included on Schedule A hereto.
Hamilton Lane serves as the investment adviser to the Existing Regulated Funds and the investment adviser to the Existing Affiliated Funds, respectively. HLA is a Pennsylvania limited liability company and is a registered investment adviser with the SEC under the Advisers Act.
Under the terms of an investment advisory agreement with each Existing Regulated Fund and each Existing Affiliated Fund, respectively, the Existing Adviser, among other things, manages the investment portfolio, directs purchases and sales of portfolio securities and reports thereon to each Existing Regulated Fund’s and the Existing Affiliated Fund’s officers and directors/manager regularly.
Each
of the Existing Advisers are controlled by Oxford Funds, LLC (“Oxford Funds”). Oxford Funds serves as administrator
to OXSQ, OXLC, OXPK, pursuant to respective administration agreements with each. Oxford Funds does
not currently offer investment advisory services to any person and is
not expected to do so in the future . Accordingly,
Oxford Funds has not been included as an Applicant.
OXSQ Adviser
is a Delaware limited liability company and is registered as an investment adviser with the Commission under the Investment Advisers
Act of 1940, as amended (the “Advisers Act”). OXSQ Adviser serves as the investment adviser to OXSQ and manages
its portfolio in accordance with OXSQ’s objectives and strategies.
OXLC Adviser
is a Connecticut limited liability company and is registered as an investment adviser with the Commission under the Advisers Act. OXLC
Adviser serves as the investment adviser to OXLC and manages its portfolio in accordance with OXLC’s objectives and strategies.
OXPK Adviser
is a Connecticut limited liability company and is registered as an investment adviser with the Commission under the Advisers Act. OXPK
Adviser serves as the investment adviser to OXPK and manages its portfolio in accordance with OXPK’s objectives and strategies.
Oxford Gate
Management is a Delaware limited liability company and is an investment adviser registered with the Commission under the Advisers Act.
Oxford Gate Management serves as the investment adviser to the Existing Affiliated Funds and manages their portfolios in accordance with
each Existing Affiliated Fund’s investment objectives and strategies.
1011
In the future, anthe
Affiliated Fund may register as a closed-end management investment company or elect to be regulated
as a business development company under the 1940 Act and, if so registered,
will be considered a Regulated Fund for purposes of this application.
7
| III. | ORDER REQUESTED |
The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.
| A. | Applicable Law |
Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”
Rule 17d-1 prohibits an affiliated person, or an affiliated
person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction
in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”1112
in which the fund is a participant without first obtaining an order from the SEC.
Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).
Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.
| B. | Need for Relief |
Each Regulated Fund may be deemed to be an affiliated
person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser
is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment
adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated
Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b).
The Existing Advisers are each controlled by Oxford Funds, and are thus affiliated persons of each other.
Accordingly, with respect to the Existing AdvisersWith
respect to HLA and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any
of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described
by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with an
Existing AdviserHLA, and/or
any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets
in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a
manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream
Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of
the 1940 Act and Rule 17d-l under the 1940 Act.
1112
Rule 17d-1(c) defines a “[j]oint enterprise or other joint arrangement or profit-sharing plan” to include, in relevant part,
“any written or oral plan, contract, authorization or arrangement or any practice or understanding concerning an enterprise or
undertaking whereby a registered investment company … and any affiliated person of or principal underwriter for such registered
company, or any affiliated person of such a person or principal underwriter, have a joint or a joint and several participation, or share
in the profits of such enterprise or undertaking ….”
8
| C. | Conditions |
Applicants agree that any Order granting the requested relief will be subject to the following Conditions.
1. Same
Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction
will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same
conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date
for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant,
but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors,
the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the
Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.1213
2. Existing
Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an
Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940
Act,1314
of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,1415
unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other
Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.
3. Related
Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction,
to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities
being acquired, held or disposed of, as the case may be.1516
1213
Such a Board can also, consistent with applicable fund documents, facilitate this opportunity by delegating the authority to veto the
selection of such person to a committee of the Board.
1314
Section 57(o) defines the term “required majority,” in relevant part, with respect to the approval of a proposed transaction,
as both a majority of a BDC’s directors who have no financial interest in the transaction and a majority of such directors who
are not interested persons of the BDC. In the case of a Regulated Fund that is not a BDC, the Board members that constitute the Required
Majority will be determined as if such Regulated Fund were a BDC subject to Section 57(o) of the 1940 Act.
1415
Section 57(f) provides for the approval by a Required Majority of certain transactions on the basis that, in relevant part: (i) the terms
of the transaction, including the consideration to be paid or received, are reasonable and fair to the shareholders of the BDC and do
not involve overreaching of the BDC or its shareholders on the part of any person concerned; (ii) the proposed transaction is consistent
with the interests of the BDC’s shareholders and the BDC’s policy as recited in filings made by the BDC with the Commission
and the BDC’s reports to shareholders; and (iii) the BDC’s directors record in their minutes and preserve in their records
a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for
their findings.
1516
Expenses of an individual Participant that are incurred solely by the Participant due to its unique circumstances (such as legal and
compliance expenses) will be borne by such Participant.
9
4. No
Remuneration. Any transaction fee1617
(including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k)
of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed
to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction.
If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account
maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account
will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in
such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation,
remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i)
to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment
Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment
advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).
5. Co-Investment
Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures
reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is
fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in
the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each
Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the
Regulated Funds of any material changes thereto.1718
6. Dispositions:.
(a) Prior
to any Disposition1819
by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in
the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the
proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.
(b) Prior
to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps
set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in
approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.1920
7. Board Oversight.
(a) Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their reasonable business judgment.
(b) Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will: (i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order.
1617
Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment
Transaction.
1718
The Affiliated Entities may adopt shared Co-Investment Policies.
1819
“Disposition” means the sale, exchange, transfer or other disposition of an interest in a security of an issuer.
1920
“Tradable Security” means a security which trades: (i) on a national securities exchange (or designated offshore
securities market as defined in Rule 902(b) under the Securities Act of 1933, as amended) and (ii) with sufficient volume and liquidity
(findings which are to be made in good faith and documented by the Advisers to any Regulated Funds) to allow each Regulated Fund to dispose
of its entire remaining position within 30 days at approximately the price at which the Regulated Fund has valued the investment.
10
(c) At least quarterly, each Regulated Fund’s Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund’s participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund’s policies and procedures approved pursuant to (b) above.
(d) Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other information requested by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to the Affiliated Entities’ Co-Investment Policies.
(e) The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the Regulated Fund’s participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer considers to be material.
8. Recordkeeping.
All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter,
and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section
57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority
under Section 57(f).2021
9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.
| IV. | STATEMENT IN SUPPORT OF RELIEF REQUESTED |
Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.
| A. | Potential Benefits to the Regulated Funds and their Shareholders |
Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.
2021
If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this Order in reliance on another
exemptive order instead of this Order, the information presented to the Board and records maintained by the Regulated Fund will expressly
indicate the order relied upon by the Regulated Fund to enter into such transaction.
11
| B. | Shareholder Protections |
Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.
| V. | PRECEDENTS |
The Commission has previously issued orders permitting
certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment
Transactions (the “Existing Orders”).2122
Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote
fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated
by the Conditions are consistent with those found in the Existing Orders.
2122
See, e.g., Star Mountain
Lower Middle-Market Capital Corp., et al. (File No. 812-15855), Release No. IC-35797 (November 21, 2025) (notice), Release No.
IC-35832 (December 17, 2025) (order); Columbia Credit Income Opportunities Fund, et al. (File No. 812-15685), Release No. IC-35800
(November 21, 2025) (notice), Release No. IC-35831 (December 17, 2025) (order); Monroe Capital Corporation, et al. (File No. 812-15798),
Release No. IC-35799 (November 21, 2025) (notice), Release No. IC-35830 (December 17, 2025) (order); 1WS Credit Income Fund, et al.
(File No. 812-15796), Release No. IC-35798 (November 21, 2025) (notice), Release No. IC-35829 (December 17, 2025) (order); MA Specialty
Credit Income Fund, et al. (File No. 812-15853), Release No. IC-35795 (November 20, 2025) (notice), Release No. IC-35825 (December
16, 2025) (order); Willow Tree Capital Corporation, et al. (File No. 812-15845), Release No. IC-35792 (November 19, 2025) (notice),
Release No. IC-35823 (December 16, 2025) (order); Axxes Opportunistic Credit Fund, et al. (File No. 812-15578), Release No. IC-35769
(September 26, 2026) (notice), Release No. IC-35784 (November 14, 2025) (order); Russell Investments New Economy Infrastructure Fund,
et al. (File No. 812-15609), Release No. IC-35740 (September 5, 2025) (notice), Release No. IC-35783 (November 14, 2025) (order);
26North BDC, Inc., et al. (File No. 812-15835), Release No. IC-35750 (September 19, 2025) (notice), Release No. IC-35782 (November
14, 2025) (order); Crestline Lending Solutions, LLC, et al. (File No. 812-15628), Release No. IC-35741 (September 5, 2025) (notice),
Release No. IC-35781 (November 14, 2025) (order); Rand Capital Corporation, et al. (File No. 812-15815), Release No. IC-35748
(September 15, 2025) (notice), Release No. IC-35780 (November 14, 2025) (order); Privacore VPC Asset Backed Credit Fund, et al.
(File No. 812-15823), Release No. IC-35749 (September 16, 2025) (notice), Release No. IC-35779 (November 14, 2025) (order); Oaktree Strategic
Credit Fund, et al. (File No. 812-15858), Release No. IC-35739 (September 5, 2025) (notice), Release No. IC-35778 (November 14,
2025) (order); Banner Ridge DSCO Private Markets Fund, et al. (File No. 812-15807), Release No. IC-35745 (September 10, 2025)
(notice), Release No. IC-35777 (November 14, 2025) (order); TCW Steel City Perpetual Levered Fund LP, et al. (File No. 812-15661),
Release No. IC-35743 (September 9, 2025) (notice), Release No. IC-35776 (November 14, 2025) (order); Gladstone Alternative Income Fund,
et al. (File No. 812-15806), Release No. IC-35737 (September 4, 2025) (notice), Release No. IC-35773 (September 30, 2025) (order);
Constitution Capital Access Fund, LLC, et al. (File No. 812-15794), Release No. IC-35734 (September 2, 2025) (notice), Release
No. IC-35772 (September 30, 2025) (order); HarbourVest Private Investments Fund, et al. (File No. 812-15801), Release No. IC-35735
(September 2, 2025) (notice), Release No. IC-35771 (September 30, 2025) (order); Aksia LLC, et al. (File No. 812-15785), Release
No. IC-35729 (August 28, 2025) (notice), Release No. IC-35765 (September 26, 2025) (order); TCW Direct Lending LLC, et al. (File
No. 812-15821), Release No. IC-35730 (August 29, 2025) (notice), Release No. IC-35757 (September 24, 2025) (order); Fidelity Private
Credit Fund, et al. (File No. 812-15799), Release No. IC-35731 (August 29, 2025) (notice), Release No. IC-35656 (September 23,
2025) (order); Main Street Capital Corporation, et al. (File No. 812-15808), Release No.
IC-35723 (August 25, 2025) (notice), Release No. IC-37555-35755
(September 22, 2025) (order);
ISQ OpenInfra Income Fund, et al. (File No. 812-15764), Release No. IC-35722 (August 21, 2025) (notice), Release No. IC-35751
(September 19, 2025) (order); Partners Group Private Equity (Master Fund), LLC, et al. (File No. 812-15772), Release No.
IC-35708 (August 7, 2025) (notice), Release No. IC-35736 (September 3, 2025) (order); Gemcorp
Commodities Alternative Products Fund, et al. (File No. 812-15600), Release No. IC-35701 (July 30, 2025) (notice), Release No.
IC-35733 (September 2, 2025) (order); Fortress Private Lending Funds,
et al. (File No. 812-15551), Release No.
IC-35703 (August 1, 2025) (notice), Release No. IC-35727) (August 27, 2025)
(order); Invesco Dynamic Credit Opportunity Fund,
et al. (File No. 812-15781), Release No. IC-35695 (July 29, 2025) (notice), Release No. IC-35726 (August 26, 2025) (order);
Audax Credit BDC Inc., et al. (File No. 812-15605), Release No. IC-35685-35686
(July 22, 2025) (notice), Release No. IC-35714 (August 19, 2025) (order); Ellington Credit Company, et al. (File No. 812-15784),
Release No. IC-35680 (July 16, 2025) (notice), Release No. IC-35712 (August 12, 2025) (order); First
Trust Real Assets Fund, et al. (File No. 812-15776), Release No. IC-35675 (July 11, 2025) (notice), Release No. IC-35710 (August
11, 2025) (order); Ardian Access LLC, et al. (File No. 812-15728), Release No. IC-35674 (July 11, 2025) (notice), Release No.
IC-35707 (August 6, 2025) (order); Nuveen Churchill Direct Lending Corp., et al (File No. 812-15783), Release No. IC-35672 (July
9, 2025) (notice), Release No. IC-35705 (August 5, 2025) (order); BIP Ventures Evergreen BDC, et al. (File No. 812-15782), Release
No. IC-35660 (June 25, 2025) (notice), Release No. IC-35685 (July 22, 2025) (order); Principal Private Credit Fund I, et al. (File
No. 812-15780), Release No. IC-35650 (June 24, 2025) (notice), Release No. IC-35684 (July 22, 2025) (order); Lago Evergreen Credit, et
al. (File No. 812-15791), Release No. IC-35648 (June 23,2025) (notice), Release No. IC-35683 (July 21, 2025) (order); Sound
Point Meridian Capital, Inc., et al.
(File No. 812-15593), Release No. IC-35641 (June 17, 2025) (notice), Release No. IC-35677 (July 15, 2025) (order); Sixth
Street Specialty Lending,Trinity
Capital Inc., et al. (File
No. 812-15729812-15594),
Release No. IC-35531 (April 10-35634
(June 11, 2025) (notice), Release No. IC-35570 -35671
(July 8, 2025) (order); TriplePoint Venture Growth BDC Corp., et al. (File No. 812-15768), Release No. IC-35626 (June 9, 2025)
(notice), Release No. IC-35669 (July 8, 2025) (order); Vista Credit Strategic Lending Corp., et al. (File No. 812-15773), Release
No. IC-35632 (June 11, 2025) (notice), Release No. IC-35667 (July 8, 2025) (order); Coller Secondaries Private Equity Opportunities
Fund, et al. (File No. 812-15767),
Release No. IC-35615 (May 28, 2025) (notice), Release No. IC-35651 (June 24, 2025) (order); Coatue Innovation Fund, et al. (File
No. 812-15774), Release No. IC-35610 (May 28, 2025) (notice), Release No. IC-35649 (June 24, 2025) (order); Great Elm Capital Corp.,
et al. (File No. 812-15765), Release No. IC-35608 (May 23, 2025) (notice), Release No. IC-35645 (June 18, 2025) (order); Blackstone
Private Credit Fund, et al. (File No. 812-15726), Release No. IC-35567 (May 5, 2025) (notice), Release No. IC-35567A (May 27,
2025) (notice), Release No. IC-35644 (June 18, 2025) (order); Variant Alternative Income Fund, et al. (File No. 812-15771), Release
No. IC-35607 (May 22, 2025) (notice), Release No. IC-35640 (June 17, 2025) (order); Eagle Point Credit Company Inc.,
et al. (File No. 812-15512), Release
No. IC-35605 (May 22, 2025) (notice), Release No. IC-35639 (June 17, 2025) (order); Golub Capital BDC Inc.,
et al. (File No. 812-15770), Release
No. IC-35606 (May 22, 2025) (notice), Release No. IC-35638 (June 17, 2025) (order); Global X Venture Fund, et al. (File No. 812-15704),
Release No. IC-35593 (May 19, 2025) (notice), Release No. IC-35637 (June 17, 2025) (order); 5C Lending Partners Corp., et al.
(File No. 812-15769), Release No. IC-35590 (May 16, 2025) (notice), Release No. IC-35631 (June 11, 2025) (order);
T. Rowe Price OHA Select Private Credit Fund, et al. (File No. 812-15735),
Release No. IC-35583 (May 13, 2025) (notice), Release No. IC-35628 (June 10, 2025) (order); MSD Investment Corp., et al. (File
No. 812-15562), Release No. IC-35582 (May 12, 2025) (notice), Release No. IC-35624 (June 9, 2025) (order); First Eagle Private Credit
Fund, et al. (File No. 812-15754), Release No. IC-35569 (May 5, 2025) (notice), Release No. IC-35623 (June 3, 2025) (order); Nomura
Alternative Income Fund, et al. (File No. 812-15759), Release No. IC-35575 (May 7, 2025) (notice), Release No. IC-35621 (June
3, 2025) (order); Varagon Capital Corporation, et al. (File No. 812-15757), Release No. IC-35578 (May 7, 2025), Release No. IC-35620
(June 3, 2025) (order); Morgan Stanley Direct Lending Fund, et al. (File No. 812-15738), Release No. IC-35574 (May 7, 2025) (notice),
Release No. IC-35619 (June 3, 2025) (order); AGTB Fund Manager, LLC, et al. (File No. 812-15758), Release No. IC-35568 (May 5,
2025) (notice), Release No. IC-35616 (May 30, 2025) (order); Franklin Lexington Private Markets Fund, et al. (File No. 812-15752),
Release No. IC-35563 (April 30, 2025) (notice), Release No. IC-35614 (May 28, 2025) (order); Ares Capital Corporation, et al.
(File No. 812-15483), Release No. IC-35564 (May 1, 2025) (notice), Release No. IC-35611 (May 28, 2025) (order); Adams Street Private
Equity Navigator Fund LLC, et al. (File No. 812-15634), Release No. IC-35560 (April 28, 2025) (notice), Release No. IC-35609 (May
27, 2025) (order); Goldman Sachs BDC, Inc., et al. (File
No. 812-15711), Release No. IC-35559 (April
25, 2025) (notice), Release No. IC-35597 (May 21, 2025) (order); Jefferies Finance LLC, et al. (File No. 812-15748), Release No.
IC-35545 (April 22, 2025) (notice), Release No. IC-35596 (May 20, 2025) (order); PGIM, Inc., et al. (File No. 812-15737), Release
No. IC-35546 (April 22, 2025) (notice), Release No. IC-35594 (May 20, 2025) (order); MidCap Financial Investment Corporation, et al.
(File No. 812-15725), Release No. IC-35540 (April 16, 2025) (notice), Release No. IC-35588 (May 14, 2025) (order); Aether Infrastructure
& Natural Resources Fund, et al. (File No. 812-15749), Release No. IC-35541 (April 17, 2025) (notice), Release No. IC-35585
(May 13, 2025) (order); New Mountain Capital, L.L.C. et al., (File No. 812-15739), Release No. IC-35539 (April 16, 2025) (notice),
Release No. IC-35584 (May 13, 2025) (order); Blue Owl Capital Corporation, et al. (File No. 812-15715), Release No. IC-35530 (April
9, 2025) (notice), Release No. IC-35573 (May 6, 2025) (order); BlackRock Growth Equity Fund LP, et al. (File No. 812-15712),
Release No. IC-35525 (April 8, 2025) (notice), Release No. IC-35572 (May 6, 2025) (order); Sixth
Street Specialty Lending, Inc., et al. (File No. 812-15729), Release No. IC-35531 (April 10, 2025) (notice), Release No. IC-35570
(May 6, 2025) (order); FS Credit Opportunities Corp., et al. (File No. 812-15706),
Release No. IC-35520 (April 3, 2025) (notice), Release No. IC-35561 (April 29, 2025) (order); Polen
Credit Opportunities Fund, et al. (File No. 812-15457)
Release No. IC-35183 (May 2, 2024) (notice), Release No. IC-35206 (May 28, 2024) (order); Sound Point Meridian Capital, Inc.,
et al. (File No. 812-15476-01) Release No. IC-35173 (April 19, 2024) (notice), Release No. IC-35192
(May 15, 2024) (order); Brookfield Infrastructure Income Fund Inc., et al. (File No. 812-15415),
Release No. IC-35001 (September 20, 2022) (notice), Release No. IC-35032 (October 17, 2023) (order);
T. Rowe Price OHA Select Private Credit Fund, et al. (File No. 812-15461), Release No. IC-34963
(July 24, 2023) (notice), Release No. IC-34987 (August 21, 2023) (order); KKR Real Estate Select Trust Inc.,
et al. (File No. 812-15181), Release No. IC-34962 (July 18, 2023) (notice), Release No. IC-34985
(August 15, 2023) (order); MBC Total Private Markets Access Fund, et al. (File No. 812-15422), Release No. IC-34953 (June 28,
2023) (notice), Release No. IC-34965 (July 25, 2023) (order); Vista Credit Strategic Lending Corp. et al. (File No. 812-15323),
Release No. IC-34946 (June 20, 2023) (notice), Release No. IC-34961 (July 18, 2023) (order).
12
| VI. | PROCEDURAL MATTERS |
| A. | Communications |
Please address all communications concerning this Application, the Notice and the Order to:
Keith
Kleinman, Esq.
Hamilton Lane Advisors, L.L.C.
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 1428
[email protected]
Jonathan H. Cohen
Chief Executive Officer
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830
(203) 983-5275
[email protected]
Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:
Ryan P. Brizek, Esq. Simpson Thacher & Bartlett LLP 900 G Street, NW Washington, D.C. 20001 (202) 636-5500 |
Harry S. Pangas
Philip T. Hinkle
Dechert LLP
1900 K Street, NW
Washington, DC 20006
(202) 261-3466
Authorizations
| 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 each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.
Pursuant to Rule 0-2(c), Applicants hereby state that
each Existing Regulated Fund and Existing Affiliated Fund haveApplicant
has authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto
for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and
57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has
duly executed the Application for and on behalf of the applicable entity listed; that he 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 the requirements for a request for expedited review of this Application, marked copies of two recent applications seeking the same relief as Applicants that are substantially identical as required by Rule 0-5(e) of the 1940 Act are attached as Exhibit B.
13
The Applicants have caused this Amended
Application to be duly signed on their behalf on the 14th8th
day of OctoberJanuary,
20252026.
HAMILTON LANE PRIVATE ASSETS FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE PRIVATE INFRASTRUCTURE FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HL SCOPE RIC LLC
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE PRIVATE SECONDARY FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE CREDIT INCOME FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Sole Trustee |
HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Secretary |
14
2020 TACTICAL MARKET FUND LP
BY: 2020 TACTICAL MARKET GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FIFTH STOCKHOLM CI SPV L.P.
BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FINANCE STREET AIV SPLITTER L.P.
BY: FINANCE STREET GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FLORIDA GROWTH FUND II LLC
BY: HL FLORIDA GROWTH LLC, ITS MANAGER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
GREEN CORE FUND, L.P.
BY: GREEN CORE GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
15
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP
BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE NM FUND I LP
BY: HL NM FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
BY: HAMILTON LANE GP X LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
BY: HL PMOF GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES
BY: HL PMOF GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
16
HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.
BY: Hamilton Lane - Raytheon Technologies Pension Emerging Managers GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SMID II HOLDINGS LP
BY: Hamilton Lane Global SMID II GP, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2020
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
17
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
BY: HLA Carpenters V LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES H2
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL-HP GLOBAL INVESTMENTS LP
BY: HL-HP GLOBAL INVESTMENTS GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
18
HLSF V HOLDINGS LP
BY: Hamilton Lane Secondary Fund V GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF V HOLDINGS LP 2
BY: Hamilton Lane Secondary Fund V GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NAKHODA LANE FUND L.P.
BY: Nakhoda Lane Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NAKHODA LANE FUND DE SPV LP
BY: Nakhoda Lane Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRCS HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.
BY: HL/NY Israel Investment fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ENPAM FUND SPLITTER LP
BY: HL ENPAM Splitter GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
19
HL IMPACT HOLDINGS LP
BY: HL Impact Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL IMPACT II HOLDINGS LP
BY: HL Impact Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES M
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES N
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES O
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES Q
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
20
HL INTERNATIONAL INVESTORS LP SERIES I
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES H1
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES P
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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 |
21
HL MIRAS SECONDARY FUND LP
BY: HL Evergreen Secondary GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PRIVATE ASSETS HOLDINGS LP
BY: HL GPA GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL/AS GLOBAL COINVEST LP
BY: HL/AS GLOBAL COINVEST GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF IV HOLDINGS LP
BY: Hamilton Lane Secondary Fund IV GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
OXFORD SQUAREHL
VENTURE CAPITAL CORP.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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
22
INNOVATION LANE LP
BY: Innovation Lane GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
JATI PRIVATE EQUITY FUND III L.P.
BY: Jati GP LLC, its General Partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KTCU HL INFRASTRUCTURE MASTER FUND LP
BY: KTCU Infrastructure Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
LIBRA TAURUS PE FUND MASTER LP
BY: Libra Taurus PE Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
23
MORAN REAL ASSET FUND II, L.P.
BY: HL Moran GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MORAN REAL ASSET FUND III, L.P.
BY: HL Moran GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NEW YORK CREDIT SBIC FUND L.P.
BY: New York Credit SBIC Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
RAPM NM SECONDARY OPPORTUNITY FUND, L.P.
BY: HL NM Secondary Opportunity GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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 |
24
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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRE HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SREH HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRZ HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
TARRAGON MASTER FUND LP
BY: Tarragon GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
25
TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP
BY: Tower Bridge Select Opportunities – A Master Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP
BY: TTCPFS HL INVESTMENTS SPLITTER AIV FUND GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
UTAH REAL ASSETS PORTFOLIO, LP
BY: HL Utes GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP
BY: HL Real Assets GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP
BY: HL Real Assets GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
26
HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP
BY: Hamilton Lane Equity Opportunities GP V LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
ASTRO MASTER FUND III LP
BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
DRAGON HL L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS II LP
BY: HL EDGEWOOD GP II LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS III, L.P.
BY: HL EDGEWOOD GP III LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
27
HAMILTON LANE CAPITAL TOWER FUND LP
BY: HAMILTON LANE SPV GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP
BY: HAMILTON LANE VENTURE ACCESS FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III
BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ENVIRONMENTAL FUND LP
BY: HL ENVIRONMENT FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
28
HL P PLUS ESG CO-INVEST FUND I LP
BY: HL P PLUS CO-INVEST FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PENHA FUND I L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PENHA FUND II L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PHOENIX HL L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
DIRECT CREDIT FUND LP
BY: RUSSELL INVESTMENTS HAMILTON LANE DE GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
29
SMART CLEAN AIR AND ENERGY FUND LP
BY: SMART CLEAN AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
WPP HL CREDIT OPPORTUNITIES FUND LP
BY: WPP HL CREDIT OPPORTUNITIES FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP
BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL CANADA HEALTH LP
BY: hl canada health gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P.
BY: HL CLAL CREDIT GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP
BY: hl clal credit gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
30
HL ALPHA CI SPV LP
BY: HL EIA CI SPV GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
ETHMAR TECHNOLOGY MASTER FUND LP
BY: HL ETHMAR TECHNOLOGY FUND GP, LLC
| By: | /s/ |
Name: Jonathan
H. Cohen Kristin Jumper
Title: Chief
Executive Officer Assistant Secretary
APA HOLDINGS LP
BY: APA GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP
BY: hamilton lane equity opportunities gp v llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP
BY: hamilton lane equity opportunities gp v llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP
BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
31
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP
BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP
BY: hamilton lane equity opportunities gp vi llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP
BY: hamilton lane equity opportunities gp vi llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP
BY: HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS GP LLC, ITS
GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND
BY: HL EUROPEAN INVESTORS GP s.À R.L., ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP
BY: hl private infra cayman holdings gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
32
OXFORDHAMILTON
LANE CAPITAL CORP.IMPACT
FUND II LP
BY: hl impact fund ii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE IMPACT FUND III-A LP
BY: hl impact fund iii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE IMPACT FUND III-B LP
BY: hl impact fund iii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL IMPACT III HOLDINGS LP
BY: hl impact fund iIi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
33
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP
BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP
BY: hl infrastructure opportunities fund ii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP
BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP
BY: hl real assets gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP
BY: hamilton lane national small business credit fund gp, llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Principal |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
OXFORD PARK INCOME FUND, INC.
HL PRIVATE MARKETS ACCESS HOLDINGS SCSP
BY: HL PRIVATE MARKETS ACCESS GP S.À R.L., ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE RE OPPORTUNITIES FUND I LP
BY: hamilton lane re opportunities fund i gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A)
BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
34
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B)
BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-A LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-B LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF
BY: hl european investors gp s.À r.l., its general partner
| By: | /s/ Name: Kristin Jumper Title: Manager |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
OXFORD SQUARE MANAGEMENT, LLC
HLSF VI HOLDINGS 3 LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF VI BLOCKER (CAYMAN) LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
35
HLSF VI BLOCKER (DE) LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL SCOPE MASTER SICAV-RAIF SCSP
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL SCOPE HOLDINGS S.À.R.L.
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL SMALL CAP ACCESS FUND LP
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP
BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP
BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
36
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP
BY: hamilton lane strategic opportunities fund ix gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP
BY: hamilton lane strategic opportunities fund ix gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL VAF I HOLDINGS TRANSACTION LP
BY: hamilton lane venture access fund i gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GM PRIVATE MARKETS ACCESS FUND LP
BY: HL GM PRIVATE MARKETS ACCESS FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GROWTH EQUITY CLUB FUND
BY: hl growth equity club fund gp s.À r.l., its general partner
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Manager |
HL LARGE BUYOUT CLUB FUND VII
BY: hl large buyout club fund vi gp s.À r.l., its general partner
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Manager |
37
HL VENTURE CAPITAL CLUB FUND II
BY: hl venture capital club fund ii gp s.À r.l., its general partner
| By: | /s/ Name: Kristin Jumper Title: Manager |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
NEW FINANCE STREET L.P.
BY: new finance street gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HK ORIENTAL PEARL, LPF
BY: HAMILTON LANE ASSET MANAGEMENT (HK) LIMITED, ITS GENERAL PARTNER
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Director |
HUDSON RIVER CO-INVESTMENT FUND IV L.P.
BY: HAMILTON LAND HUDSON RIVER CO-INVESTMENT FUND IV GP LLC, ITS GENERAL PARTNER
BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGING MEMBER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL BILLY IMPACT PE MASTER FUND LP
BY: hl billy impact pe fund gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
38
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP
BY: korea hl strategic infrastructure fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KIC HL CO-INVESTMENT FUND, LP
OXFORD LANE MANAGEMENTBY:
kic hl co-investment fund gp,
llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KIC HL CO-INVESTMENT MASTER FUND, LP
BY: KIC HL CO-INVESTMENT FUND GP, LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Person |
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP
BY: korea hl strategic infrastructure f und ii gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MMAA HL CO-INVESTMENT MASTER FUND, LP
BY: mmaa hl co-investment fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS IV LP
BY: hl edgewood gp iv llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
39
NEW YORK CREDIT SBIC FUND II LP
BY: new york credit sbic fund gp ii llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Principal |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
OXFORD PARK MANAGEMENT, LLC
HL PPLUS CO-INVEST FUND LP
BY: hl pplus co-invest fund gp llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
OXFORD GATE MANAGEMENT, LLC
HL PNB SMA MASTER FUND LP
BY: hl pnb sma gp llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
OXFORD GATE MASTER FUND, LLC
/s/ Chief Executive Officer
Name: Jonathan
Cohen
Title: Chief
Executive Officer
OXFORD GATE,HL
STRATEGIC RE IRISH HOLDINGS LLC
BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGER
/s/ Chief Executive Officer
Name: Jonathan
Cohen
Title: Chief
Executive Officer
OXFORD GATE (BERMUDA), LLC
By: Oxford
Gate Management, LLC, as Managing Member
/s/ Chief Executive Officer
Name: Jonathan
Cohen
Title: Chief
Executive Officer
OXFORD BRIDGE II, LLC
/s/ Chief Executive Officer
Name: Jonathan
Cohen
Title: Chief
Executive Officer
40
VERIFICATION
The undersigned
states that he has duly executed the foregoing Application for and on behalf of Oxford Square Capital Corp., that he is the Chief Executive
Officer 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.
OXFORD SQUARE CAPITAL CORP.
| By: | /s/ Name: Kristin Jumper Title: Authorized Person |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
VERIFICATION
The undersigned
states that he has duly executed the foregoing Application for and on behalf of Oxford Square Management, LLC, that he is the Chief Executive
Officer 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.
OXFORD SQUARE MANAGEMENT, LLC
SMART AIR AND ENERGY MASTER FUND LP
BY: smart AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: Jonathan
H. Cohen
HAMILTON LANE PE PROGRAM MASTER FUND L.P.
BY: hamilton lane pe program gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
41
HAMILTON LANE VA RE SMA, LP
BY: hamilton lane va re sma gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MORAN REAL ASSET FUND IV, L.P.
BY: hl moran gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP
BY: HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
42
VERIFICATION
The undersigned states that
he or she has duly executed the foregoing
Application for and on behalf of Oxford Lane Capital Corp.each
entity listed below, that he or she is
the Chief Executive Officer ofauthorized
person of each such entity; and
that all action by officers, directors, and other bodies necessary to authorize deponentthe
undersigned to execute and file such instrument has been taken. The undersigned further states that he or
she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his
or her knowledge, information and belief.
HAMILTON LANE PRIVATE ASSETS FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE PRIVATE INFRASTRUCTURE FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HL SCOPE RIC LLC
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE PRIVATE SECONDARY FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE CREDIT INCOME FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Sole Trustee |
HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Secretary |
43
2020 TACTICAL MARKET FUND LP
BY: 2020 TACTICAL MARKET GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FIFTH STOCKHOLM CI SPV L.P.
BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FINANCE STREET AIV SPLITTER L.P.
BY: FINANCE STREET GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FLORIDA GROWTH FUND II LLC
BY: HL FLORIDA GROWTH LLC, ITS MANAGER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
GREEN CORE FUND, L.P.
BY: GREEN CORE GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
44
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP
BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE NM FUND I LP
BY: HL NM FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
BY: HAMILTON LANE GP X LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
BY: HL PMOF GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES
BY: HL PMOF GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
45
HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.
BY: Hamilton Lane - Raytheon Technologies Pension Emerging Managers GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SMID II HOLDINGS LP
BY: Hamilton Lane Global SMID II GP, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2020
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
46
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
BY: HLA Carpenters V LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES H2
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL-HP GLOBAL INVESTMENTS LP
BY: HL-HP GLOBAL INVESTMENTS GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF V HOLDINGS LP
BY: Hamilton Lane Secondary Fund V GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
47
HLSF V HOLDINGS LP 2
BY: Hamilton Lane Secondary Fund V GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NAKHODA LANE FUND L.P.
BY: Nakhoda Lane Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NAKHODA LANE FUND DE SPV LP
BY: Nakhoda Lane Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRCS HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.
BY: HL/NY Israel Investment fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ENPAM FUND SPLITTER LP
BY: HL ENPAM Splitter GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
48
HL IMPACT HOLDINGS LP
BY: HL Impact Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL IMPACT II HOLDINGS LP
BY: HL Impact Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES M
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES N
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES O
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES Q
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
49
HL INTERNATIONAL INVESTORS LP SERIES I
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES H1
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES P
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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 |
50
HL MIRAS SECONDARY FUND LP
BY: HL Evergreen Secondary GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PRIVATE ASSETS HOLDINGS LP
BY: HL GPA GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL/AS GLOBAL COINVEST LP
BY: HL/AS GLOBAL COINVEST GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF IV HOLDINGS LP
BY: Hamilton Lane Secondary Fund IV GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
51
INNOVATION LANE LP
BY: Innovation Lane GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
JATI PRIVATE EQUITY FUND III L.P.
BY: Jati GP LLC, its General Partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KTCU HL INFRASTRUCTURE MASTER FUND LP
BY: KTCU Infrastructure Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
LIBRA TAURUS PE FUND MASTER LP
BY: Libra Taurus PE Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
52
MORAN REAL ASSET FUND II, L.P.
BY: HL Moran GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MORAN REAL ASSET FUND III, L.P.
BY: HL Moran GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NEW YORK CREDIT SBIC FUND L.P.
BY: New York Credit SBIC Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
RAPM NM SECONDARY OPPORTUNITY FUND, L.P.
BY: HL NM Secondary Opportunity GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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 |
53
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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRE HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SREH HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRZ HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
TARRAGON MASTER FUND LP
BY: Tarragon GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
54
TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP
BY: Tower Bridge Select Opportunities – A Master Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP
BY: TTCPFS HL INVESTMENTS SPLITTER AIV FUND GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
UTAH REAL ASSETS PORTFOLIO, LP
BY: HL Utes GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP
BY: HL Real Assets GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP
BY: HL Real Assets GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
55
HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP
BY: Hamilton Lane Equity Opportunities GP V LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
ASTRO MASTER FUND III LP
BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
DRAGON HL L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS II LP
BY: HL EDGEWOOD GP II LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS III, L.P.
BY: HL EDGEWOOD GP III LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
56
OXFORDHAMILTON
LANE CAPITAL CORP.TOWER
FUND LP
BY: HAMILTON LANE SPV GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP
BY: HAMILTON LANE VENTURE ACCESS FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III
BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ENVIRONMENTAL FUND LP
BY: HL ENVIRONMENT FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
57
HL P PLUS ESG CO-INVEST FUND I LP
BY: HL P PLUS CO-INVEST FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PENHA FUND I L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PENHA FUND II L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PHOENIX HL L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
DIRECT CREDIT FUND LP
BY: RUSSELL INVESTMENTS HAMILTON LANE DE GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
58
SMART CLEAN AIR AND ENERGY FUND LP
BY: SMART CLEAN AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
WPP HL CREDIT OPPORTUNITIES FUND LP
BY: WPP HL CREDIT OPPORTUNITIES FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP
BY: hl second stockholm gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL CANADA HEALTH LP
BY: hl canada health gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P.
BY: HL CLAL CREDIT GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP
BY: hl clal credit gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
59
HL ALPHA CI SPV LP
BY: HL EIA CI SPV GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
ETHMAR TECHNOLOGY MASTER FUND LP
BY: HL ETHMAR TECHNOLOGY FUND GP, LLC
| By: | /s/ |
Name: Jonathan
H. Cohen Kristin Jumper
Title: Chief
Executive Officer Assistant Secretary
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Oxford Lane Management, LLC, that he is the Chief Executive
Officer 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.
APA HOLDINGS LP
OXFORD LANE MANAGEMENTBY:
APA GP,
LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP
BY: hamilton lane equity opportunities gp v llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP
BY: hamilton lane equity opportunities gp v llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP
BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
60
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP
BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP
BY: hamilton lane equity opportunities gp vi llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP
BY: hamilton lane equity opportunities gp vi llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP
BY: HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS GP LLC, ITS
GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND
BY: HL EUROPEAN INVESTORS GP s.À R.L., ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP
BY: hl private infra cayman holdings gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
61
HAMILTON LANE IMPACT FUND II LP
BY: hl impact fund ii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE IMPACT FUND III-A LP
BY: hl impact fund iii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE IMPACT FUND III-B LP
BY: hl impact fund iii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL IMPACT III HOLDINGS LP
BY: hl impact fund iIi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP
BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
62
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP
BY: hl infrastructure opportunities fund ii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP
BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP
BY: hl real assets gp llc, its general partner
| By: | /s/ Name: Kristin Jumper |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer Assistant Secretary
The undersigned
states that he has duly executed the foregoing Application for and on behalf of Oxford Park Income Fund, Inc., that he is Chief Executive
Officer 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.
OXFORD PARK INCOMEHAMILTON
LANE NATIONAL SMALL BUSINESS CREDIT FUND, INC.LP
BY: hamilton lane national small business credit fund gp, llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Principal |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
VERIFICATION
The undersigned
states that he has duly executed the foregoing Application for and on behalf of Oxford Park Management, LLC, that he is the Chief Executive
Officer 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.
OXFORD PARK MANAGEMENT, LLC
HL PRIVATE MARKETS ACCESS HOLDINGS SCSP
BY: HL PRIVATE MARKETS ACCESS GP S.À R.L., ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
63
HAMILTON LANE RE OPPORTUNITIES FUND I LP
BY: hamilton lane re opportunities fund i gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B)
BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A)
BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-A LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-B LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF
BY: hl european investors gp s.À r.l., its general partner
| By: | /s/ Name: Kristin Jumper Title: Manager |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
64
The undersigned states
that it has duly executed the foregoing Application for and on behalf of Oxford Gate Master Fund, LLC, 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 it is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best
of its knowledge, information and belief.
HLSF VI HOLDINGS 3 LP
OXFORDBY:
hamilton GlaTne
MASTERsecondary
fund,
vi
gp llc,
its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
/s/ Chief Executive Officer
Name: Jonathan
Cohen
Title: Chief
Executive Officer
VERIFICATION
The undersigned
states that it has duly executed the foregoing Application for and on behalf of Oxford Gate, LLC, 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
it is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of its knowledge,
information and belief.
OXFORD GATE, LLC
HLSF VI BLOCKER (CAYMAN) LP
BY: hamilton lane secondary fund vi gp llc, its general partner
/s/ Oxford Gate Management, LLC
Name: Jonathan
Cohen
Title: Chief
Executive Officer
VERIFICATION
The undersigned
states that it has duly executed the foregoing Application for and on behalf of Oxford Gate (Bermuda), LLC, 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 it is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best
of its knowledge, information and belief.
OXFORD GATE (BERMUDA), LLC
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
/s/ Oxford Gate Management, LLC
Name: Jonathan
Cohen
Title: Chief
Executive Officer
65
HLSF VI BLOCKER (DE) LP
The undersigned states that it has duly executed the
foregoing Application for and on behalf of Oxford Bridge II, LLC, 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 it is familiar with such
instrument, and the contents thereof, and that the facts therein set forth are true to the best of its knowledge, information and belief.
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL SCOPE MASTER SICAV-RAIF SCSP
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL SCOPE HOLDINGS S.À.R.L.
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL SMALL CAP ACCESS FUND LP
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
66
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP
BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP
BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP
BY: hamilton lane strategic opportunities fund ix gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP
BY: hamilton lane strategic opportunities fund ix gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL VAF I HOLDINGS TRANSACTION LP
BY: hamilton lane venture access fund i gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GM PRIVATE MARKETS ACCESS FUND LP
BY: HL GM PRIVATE MARKETS ACCESS FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
67
HL GROWTH EQUITY CLUB FUND
BY: hl growth equity club fund gp s.À r.l., its general partner
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Manager |
HL LARGE BUYOUT CLUB FUND VII
BY: hl large buyout club fund vi gp s.À r.l., its general partner
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Manager |
OXFORD BRIDGEHL
VENTURE CAPITAL CLUB FUND II, LLC
BY: hl venture capital club fund ii gp s.À r.l., its general partner
/s/ Oxford Gate Management, LLC
Name: Jonathan
Cohen
Title: Chief
Executive Officer
VERIFICATION
The undersigned
states that he has duly executed the foregoing Application for and on behalf of Oxford Gate Management, LLC, that he is an Authorized
Person 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.
OXFORD GATE MANAGEMENT, LLC
| By: | /s/ Name: Kristin Jumper Title: Manager |
Name: Jonathan
H. Cohen
Title: Chief
Executive Officer
NEW FINANCE STREET L.P.
BY: new finance street gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
68
HK ORIENTAL PEARL, LPF
BY: HAMILTON LANE ASSET MANAGEMENT (HK) LIMITED, ITS GENERAL PARTNER
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Director |
HUDSON RIVER CO-INVESTMENT FUND IV L.P.
BY: HAMILTON LAND HUDSON RIVER CO-INVESTMENT FUND IV GP LLC, ITS GENERAL PARTNER
BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGING MEMBER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL BILLY IMPACT PE MASTER FUND LP
BY: hl billy impact pe fund gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP
BY: korea hl strategic infrastructure fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KIC HL CO-INVESTMENT FUND, LP
BY: kic hl co-investment fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KIC HL CO-INVESTMENT MASTER FUND, LP
BY: KIC HL CO-INVESTMENT FUND GP, LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Person |
69
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP
BY: korea hl strategic infrastructure f und ii gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MMAA HL CO-INVESTMENT MASTER FUND, LP
BY: mmaa hl co-investment fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS IV LP
BY: hl edgewood gp iv llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NEW YORK CREDIT SBIC FUND II LP
BY: NEW YORK CREDIT SBIC FUND GP II LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Principal |
HL PPLUS CO-INVEST FUND LP
BY: hl pplus co-invest fund gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PNB SMA MASTER FUND LP
BY: hl pnb sma gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
70
HL STRATEGIC RE IRISH HOLDINGS LLC
BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Person |
SMART AIR AND ENERGY MASTER FUND LP
BY: smart AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PE PROGRAM MASTER FUND L.P.
BY: hamilton lane pe program gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VA RE SMA, LP
BY: hamilton lane va re sma gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MORAN REAL ASSET FUND IV, L.P.
BY: hl moran gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP
BY: hamilton lane private markets fund y tree clients (equity) gp llc, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
71
SCHEDULE A
Green Core Fund, L.P.
Hamilton Lane/NYSCRF Israel Investment Fund L.P.
KPS-Hamilton Lane Multi-Strategy Fund I Master LP
Libra Taurus PE Fund Master LP
SRE HL PE 1 (Master) LP
SREH HL PE 1 (Master) LP
SRZ HL PE 1 (Master) LP
Tarragon Master Fund LP
Hamilton Lane Infrastructure OPPORTUNITIES Fund II Holdings LP
Hamilton Lane Infrastructure OPPORTUNITIES Fund II Holdings-2 LP
Hamilton Lane Equity Opportunities Fund V Holding LP
Hamilton Lane Equity Opportunities Fund V Holding-2 LP
Edgewood Partners III, L.P.
Hamilton Lane Capital Tower Fund LP
HL EnvironmentAL Fund LP
HL Large Buyout Club Fund VII
HL P Plus ESG Co-Invest Fund I LP
SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP
HL CANADA HEALTH LP
CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P.
CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP
HL ALPHA CI SPV LP
ETHMAR TECHNOLOGY MASTER FUND LP
APA HOLDINGS LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP
HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP
HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND
HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP
HAMILTON LANE IMPACT FUND II LP
HL IMPACT II HOLDINGS LP
HAMILTON LANE IMPACT FUND III-a LP
HAMILTON LANE IMPACT FUND III-b LP
HL IMPACT III HOLDINGS LP
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP
HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP
HAMILTON LANE NM FUND I LP
HL PRIVATE MARKETS ACCESS HOLDINGS SCSP
HAMILTON LANE RE OPPORTUNITIES FUND I LP
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B)
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A)
HAMILTON LANE SECONDARY FUND VI-D SCSP-raif
HLSF VI HOLDINGS 3 LP
HLSF VI BLOCKER (CAYMAN) LP
HLSF VI BLOCKER (DE) LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP
HL VAF I HOLDINGS TRANSACTION LP
HL GM PRIVATE MARKETS ACCESS FUND lp
HL GROWTH EQUITY CLUB FUND
HL VENTURE CAPITAL CLUB FUND II
72
NEW FINANCE STREET L.P.
HK ORIENTAL PEARL, LPF
HUDSON RIVER CO-INVESTMENT FUND IV L.P.
HL BILLY IMPACT PE MASTER FUND LP
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP
KIC HL CO-INVESTMENT FUND, LP
KIC HL CO-INVESTMENT MASTER FUND, LP
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP
MMAA HL CO-INVESTMENT MASTER FUND, LP
PENHA FUND I L.P.
EDGEWOOD PARTNERS IV LP
NEW YORK CREDIT SBIC FUND II LP
HL PPLUS CO-INVEST FUND LP
HL PNB SMA MASTER FUND LP
HL STRATEGIC RE IRISH HOLDINGS LLC
SMART AIR AND ENERGY MASTER FUND LP
HAMILTON LANE PE PROGRAM MASTER FUND L.P.
HAMILTON LANE VA RE SMA, LP
MORAN REAL ASSET FUND IV, L.P.
HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP
EDGEWOOD PARTNERS II LP
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP
HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP
HL-HP GLOBAL INVESTMENTS LP
SRCS HL PE 1 (MASTER) LP
HL PRIVATE ASSETS HOLDINGS LP
INNOVATION LANE LP
MORAN REAL ASSET FUND II, L.P.
MORAN REAL ASSET FUND III, L.P.
NEW YORK CREDIT CO-INVESTMENT FUND II LP
PENHA FUND II L.P.
PHOENIX HL L.P.
RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP
RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP
SIXTH STOCKHOLM CI-SPV LP
TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP
WPP HL CREDIT OPPORTUNITIES FUND LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP
HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2
RAPM NM SECONDARY OPPORTUNITY FUND, L.P.
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP
2020 TACTICAL MARKET FUND LP
ASTRO MASTER FUND III LP
DIRECT CREDIT FUND LP
DRAGON HL L.P.
FIFTH STOCKHOLM CI SPV L.P.
FINANCE STREET AIV SPLITTER L.P.
FLORIDA GROWTH FUND II LLC
HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 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
73
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES ii
HAMILTON LANE SECONDARY FUND VI-A LP
HAMILTON LANE SECONDARY FUND VI-B LP
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 CAPITAL FUND LP, SERIES 2020
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND II LP
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III
HL ENPAM FUND SPLITTER LP
HL IMPACT 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 LP, SERIES H2
HL INTERNATIONAL INVESTORS LP, SERIES P
HL LARGE BUYOUT CLUB FUND V
HL LARGE BUYOUT CLUB FUND VI
HL MIRAS SECONDARY FUND LP
HL REAL ASSET OPPORTUNITIES – A MASTER FUND LP
HL/AS GLOBAL COINVEST LP
HLSF IV HOLDINGS LP
HLSF V HOLDINGS LP
HLSF V HOLDINGS LP 2
HUDSON RIVER CO-INVESTMENT FUND III L.P.
JATI PRIVATE EQUITY FUND III L.P.
KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP
KTCU HL INFRASTRUCTURE MASTER FUND LP
NAKHODA LANE FUND DE SPV LP
NAKHODA LANE FUND L.P.
NEW YORK CREDIT SBIC FUND L.P.
SMART CLEAN AIR AND ENERGY FUND LP
TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP
UTAH REAL ASSETS PORTFOLIO, LP
HL SCOPE MASTER SICAV-RAIF SCSP
HL SCOPE HOLDINGS S.À.R.L.
hl small cap access fund lp
74
Exhibit A
EXHIBIT A
APPROVAL OF FILING SECTION 17(D) APPLICATION FOR CO-INVESTMENT RELIEF
Proposed Resolutions to be Adopted by the Trustees of Hamilton Lane Private Assets Fund, Hamilton Lane Private Infrastructure Fund, Hamilton Lane Private Secondary Fund, Hamilton Lane Venture Capital and Growth Fund and Hamilton Lane Credit Income Fund
Resolutions of Board of Directors of Oxford Square
Capital, Corp.
Approval of Filing Section 17(d) Application
for Co-Investment Relief
WHEREAS,
the Board deems it is advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”)
an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),
and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that
otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.
NOW, THEREFORE,
BE IT RESOLVED, that the officers of Oxford Square Management, LLC and the Fund be, and each of them hereby is,
authorized and directed on behalf of the Fund and in its name and on behalf of the Fund, to prepare, execute, and cause to be filed with
the Commission an Application for an Order of Exemption and any amendments thereto, pursuant to Section 17(d) of 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; 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;
and it is further
RESOLVED,
that any and all actions previously taken by the Fund or any of its directors or officers in connection with the actions contemplated
by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the
acts and deeds of the Fund.
Resolutions of the Board of Directors of Oxford Lane
Capital Corp.
Approval of Filing Section 17(d) Application
for Co-Investment Relief
WHEREAS, the Board of
Trustees deems it is advisable and in the best interest of the Fundeach
of Hamilton Lane Private Assets Fund, Hamilton Lane Private Infrastructure Fund, Hamilton Lane Private Secondary Fund, Hamilton Lane
Venture Capital and Growth Fund and Hamilton Lane Credit Income Fund (together, the “Funds”) to file with the U.S.
Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of
the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”),
to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940
Act and Rule 17d-1 promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers
of OxfordHamilton
Lane ManagementAdvisors,
LLC.L.C.,
and the Funds be, and each of them hereby
is, authorized and directed on behalf of the Funds
and in itstheir
name and on behalf of the Funds, to prepare,
execute, and cause to be filed with the Commission an Application for an Order of Exemption,
and any amendments thereto, pursuant to Section 17(d) of 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; and it is further
A-1
RESOLVED, that the officers of the Funds 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; and it is further
RESOLVED, that any and all actions previously
taken by the Funds or any of itstheir
directors, trustees or officers,
as applicable, in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified,
confirmed, approved and adopted in all respects as and for the acts and deeds of the Funds.
APPROVAL OF FILING SECTION 17(D) APPLICATION FOR CO-INVESTMENT RELIEF
Proposed
Resolutions of the Board ofto
be Adopted by the Directors of Oxford Park Income Fund, Inc.HL
SCOPE RIC LLC
Approval of Filing Section 17(d) Application
for Co-Investment Relief
WHEREAS, the Board of Directors deems it is advisable and in the best interest of HL SCOPE RIC LLC (the “Fund”) to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers
of Oxford Park Management,Hamilton
Lane Advisors, LLC.L.C.,
and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in itstheir
name and on behalf of the Fund, to prepare, execute, and cause to be filed with the Commission an Application for an Order of Exemption,
and any amendments thereto, pursuant to Section 17(d) of 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; 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; and it is further
RESOLVED, that any and
all actions previously taken by the Fund or any of itstheir
directors, trustees or officers,
as applicable, in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified,
confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.
A-2
Schedule AEXHIBIT
B
Marked Copies of the Application Showing Changes from the Final Versions of the Two Applications Identified as Substantially Identical under Rule 0-5(e)(3)
Existing Affiliated Funds
File No. 812-15849812-15888
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FIRST AMENDMEDNT
ANDO
RESTATED.
1 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER
THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE
17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
EXPEDITED REVIEW REQUESTED UNDER 17 CFR 270.0-5(d)
In the Matter of the Application of:
HAMILTON LANE PRIVATE ASSETS FUND, HAMILTON LANE PRIVATE INFRASTRUCTURE FUND, HAMILTON LANE PRIVATE SECONDARY FUND, HL SCOPE RIC LLC, HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND, HAMILTON LANE CREDIT INCOME FUND, HAMILTON LANE ADVISORS, L.L.C., EDGEWOOD PARTNERS II LP, EDGEWOOD PARTNERS III, L.P., GREEN CORE FUND, L.P., HAMILTON LANE CAPITAL TOWER FUND 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 VENTURE ACCESS FUND I HOLDINGS LP, HL-HP GLOBAL INVESTMENTS LP, SRCS HL PE 1 (MASTER) LP, HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P., HL PRIVATE ASSETS HOLDINGS LP, INNOVATION LANE LP, KPS-HAMILTON LANE MULTI-STRATEGY FUND I MASTER 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, PENHA FUND I L.P., PENHA FUND II L.P., PHOENIX HL L.P., RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP, RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP, SIXTH STOCKHOLM CI-SPV LP, SRE HL PE 1 (MASTER) LP, SREH HL PE 1 (MASTER) LP, SRZ HL PE 1 (MASTER) LP, TARRAGON MASTER FUND LP, TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP, WPP HL CREDIT OPPORTUNITIES FUND LP, SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP, HL CANADA HEALTH LP, CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P., CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP, HL ALPHA CI SPV LP, ETHMAR TECHNOLOGY MASTER FUND LP, APA HOLDINGS LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP, HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP, HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP, HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND, HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP, HAMILTON LANE IMPACT FUND II LP, HL IMPACT II HOLDINGS LP, HAMILTON LANE IMPACT FUND III-A LP, HAMILTON LANE IMPACT FUND III-B LP, HL IMPACT III HOLDINGS LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP, HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP, HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP, HAMILTON LANE NM FUND I LP, HL PRIVATE MARKETS ACCESS HOLDINGS SCSP, HAMILTON LANE RE OPPORTUNITIES FUND I LP, HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A), HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B), HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2, HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF, HLSF VI HOLDINGS 3 LP, HLSF VI BLOCKER (CAYMAN) LP, HLSF VI BLOCKER (DE) LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP, HL VAF I HOLDINGS TRANSACTION LP, HL GM PRIVATE MARKETS ACCESS FUND LP, HL GROWTH EQUITY CLUB FUND, HL LARGE BUYOUT CLUB FUND VII, HL VENTURE CAPITAL CLUB FUND, HL VENTURE CAPITAL CLUB FUND II, NEW FINANCE STREET L.P., HK ORIENTAL PEARL, LPF, HUDSON RIVER CO-INVESTMENT FUND IV L.P., HL BILLY IMPACT PE MASTER FUND LP, KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP, KIC HL CO-INVESTMENT FUND, LP, KIC HL CO-INVESTMENT MASTER FUND, LP, KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP, MMAA HL CO-INVESTMENT MASTER FUND, LP, EDGEWOOD PARTNERS IV LP, NEW YORK CREDIT SBIC FUND II LP, RAPM NM SECONDARY OPPORTUNITY FUND, L.P., HL P PLUS ESG CO-INVEST FUND I LP, HL PPLUS CO-INVEST FUND LP, HL PNB SMA MASTER FUND LP, HL STRATEGIC RE IRISH HOLDINGS LLC, SMART AIR AND ENERGY MASTER FUND LP, HAMILTON LANE PE PROGRAM MASTER FUND L.P., HL ENVIRONMENTAL FUND LP, HAMILTON LANE VA RE SMA, LP, MORAN REAL ASSET FUND IV, L.P., HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP, HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP, 2020 TACTICAL MARKET FUND LP, ASTRO MASTER FUND III LP, DIRECT CREDIT FUND LP, DRAGON HL L.P., FIFTH STOCKHOLM CI SPV L.P., FINANCE STREET AIV SPLITTER L.P., FLORIDA GROWTH FUND II LLC, HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P., HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP, HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 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 SECONDARY FUND VI-A LP, HAMILTON LANE SECONDARY FUND VI-B LP, 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 CAPITAL FUND LP, SERIES 2020, HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021, HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022, HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND II LP, HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P., HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III, HL ENPAM FUND SPLITTER LP, HL IMPACT 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 LP, SERIES H2, HL INTERNATIONAL INVESTORS LP, SERIES P, HL LARGE BUYOUT CLUB FUND V, HL LARGE BUYOUT CLUB FUND VI, HL MIRAS SECONDARY FUND LP, HL REAL ASSET OPPORTUNITIES – A MASTER FUND LP, HL/AS GLOBAL COINVEST LP, HLSF IV HOLDINGS LP, HLSF V HOLDINGS LP, HLSF V HOLDINGS LP 2, HUDSON RIVER CO-INVESTMENT FUND III L.P., JATI PRIVATE EQUITY FUND III L.P., KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP, KTCU HL INFRASTRUCTURE MASTER FUND LP, NAKHODA LANE FUND DE SPV LP, NAKHODA LANE FUND L.P., NEW YORK CREDIT SBIC FUND L.P., SMART CLEAN AIR AND ENERGY FUND LP, TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP, UTAH REAL ASSETS PORTFOLIO, LP, HL SCOPE MASTER SICAV-RAIF SCSP, HL SCOPE HOLDINGS S.À.R.L. AND HL SMALL CAP ACCESS FUND LP
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428
PROSPECT CAPITAL CORPORATION,
PRIORITY INCOME FUND, INC.,
PROSPECT FLOATING RATE AND
ALTERNATIVE INCOME FUND, INC.,
PROSPECT CAPITAL FUNDING LLC,
NATIONAL PROPERTY REIT CORP.,
PROSPECT CAPITAL MANAGEMENT
L.P.,
PRIORITY SENIOR SECURED INCOME
MANAGEMENT, LLC,
PROSPECT ENHANCED YIELD FUND,
PROSPECT
ENHANCED YIELD MANAGEMENT, LLC
All Communications, Notices and Orders to:
Prospect
Capital Corporation
10 East 40th Street, 42nd Floor
New York, NY 10016
Attention: Russell Wininger
(646) 536-3992
[email protected]
Keith
Kleinman, Esq.
Hamilton Lane Advisors, L.L.C.
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428
[email protected]
____________________________
Copies to:
|
Ryan P. Brizek, Esq. Simpson Thacher & Bartlett LLP 900 G Street, NW Washington, D.C. 20001 (202) 636-5500 |
Kenneth E. Burdon
Simpson Thacher & Bartlett
LLP
855 Boylston Street, 9th Floor
Boston, MA 02116
(617) 778-9001
[email protected]
November 26January
8, 20252026
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
|
| I. | SUMMARY OF APPLICATION |
The following entities hereby request an order (the
“Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”)
under Sections 17(d) and 57(i) of the
Investment Company Act of 1940, as amended (the “1940 Act”),1
and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1
thereunder. The Order would supersede the exemptive order issued by the Commission on January 13, 2020
(February 23, 2021, as
amended May 16, 2023
(the “Prior Order”)2
that was granted pursuant to Sections 1757(da)(4),
57(i) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted.
| · |
| · |
| · |
| · |
1 Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.
2
Prospect Capital CorporationHamilton
Lane Private Assets Fund, et al. (File No. 812-14977812-15099),
Release No. IC-33716 (Dec. 16, 2019-34182
(January 28, 2021) (notice), Release No. IC-33745 (Jan. 13, 2020-34201
(February 23, 2021) (order); Prospect Capital Corporation
as amended by Hamilton Lane Private Assets Fund,
et al. (File No. 812-15330812-15374),
Release No. IC-34642 (Jul. 5, 2022-34891
(April 19, 2023) (notice), Release No. IC-34659 (Aug. 2, 2022-34919
(May 16, 2023) (order).
| · |
| · |
| · | The investment vehicles identified in Schedule A, each of which is a separate and distinct legal entity and each of which would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act (the “Existing Affiliated Funds”); and |
| · |
Act· Prospect
Capital Funding LLC (“PSEC SPV Sub”) and National Property REIT Corp., (“NPRC” and
together with PSEC SPV Sub,”)
and the investment adviser to the Existing Regulated Funds and Existing
Affiliated Funds (the “Existing Adviser” or “HLA” and, together with the Existing
AdvisersRegulated
Funds and the Existing Affiliated Funds, the “Applicants”),3
each of which is a separate and distinct legal entity and each of which is
a Wholly-Owned Investment Sub (as defined below) of PSEC.on
behalf of itself and its successors.4
3 All existing entities that currently intend to rely upon the requested Order have been named as Applicants. Any other existing or future entity that subsequently relies on the Order will comply with the terms and conditions of the Application.
4 The term “successor” means an entity that results from a reorganization into another jurisdiction or change in the type of business organization.
2
The relief requested in this application for the Order
(the “Application”) would allow a Regulated Fund45
and one or more Affiliated Entities56
to engage in Co-Investment Transactions67
subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment
Transaction are collectively referred to herein as “Participants.”78
The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.89
The term Regulated Fund also
includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated
Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned
Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of
the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf
or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint
Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally
all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the
Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream
Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company,
(b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because
it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose
investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.
45
“Regulated Fund” means the Existing Regulated Funds and any Future Regulated Funds. “Future Regulated
Fund” means an entity (a) that is a closed-end management investment company registered under the 1940 Act, or a closed-end
management investment company that has elected to be regulated as a business development company under the 1940 Act, (b) whose (1) primary
investment adviser or (2) sub-adviser is an Adviser (as defined below) and (c) that intends to engage in Co-Investment Transactions.
If an Adviser serves as sub-adviser to a Regulated Fund whose primary adviser is not also an Adviser, such primary adviser shall be deemed
to be an Adviser with respect to conditions 3 and 4 only.
The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.
In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.
56
“Affiliated Entity” means an entity not controlled by a Regulated Fund that intends to engage in Co-Investment
Transactions and that is (a) with respect to a Regulated Fund, another Regulated Fund; (b) an Adviser or its affiliates (other than an
open-end investment company registered under the 1940 Act), and any direct or indirect, wholly- or majority-owned subsidiary of an Adviser
or its affiliates (other than of an open-end investment company registered under the 1940 Act), that is participating in a Co-Investment
Transaction in a principal capacity; or (c) any entity that would be an investment company but for Section 3(c) of the 1940 Act or Rule
3a-7 thereunder and whose investment adviser is an Adviser.
To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.
67
“Co-Investment Transaction” means the acquisition or Disposition of securities of an issuer in a transaction
effected in reliance on the Order or previously granted relief.
78
“Adviser” means PCM, PRISM, PEYMthe
Existing Adviser, and any other investment adviser controlling, controlled by, or under common control with PCM,
PRISM, and/or PEYMthe Existing
Adviser. The term “Adviser” also includes any internally-managed Regulated Fund.
89
See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail.
July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).
3
In the case of a Wholly-Owned
Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund
that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of
a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance
officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer,
and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC
Downstream Fund’s Board.
To the extent that an entity
described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.
| II. | GENERAL DESCRIPTION OF THE APPLICANTS |
Hamilton Lane Incorporated (NASDAQ: HLNE) (“HLNE”) a publicly traded company, owns a controlling interest in the Existing Adviser, and thus may be deemed to control the Regulated Funds and the Affiliated Entities. HLNE, however, is a holding company and does not currently offer investment advisory services to any person, is not expected to do so in the future, and will not be the source of any Co-Investment Transactions under the requested Order. Accordingly, HLNE has not been included as an Applicant.
Each of the Existing Regulated Fund is an externally-managed, closed-end management investment company registered under the 1940 Act. Each Existing Regulated Fund is, or with respect to HLCIF, will be, externally managed by HLA.
| A. |
PSEC is a Maryland
corporationHLPAF is organized
as a closed-end management investment company that has elected to be regulated as a business development
company (“BDC”) under the 1940 Act. PSEC was organized on April 13, 2004 and commenced operations on July 27, 2004. PSEC’s
principal place of business is 10 East 40th Street, 42nd Floor, New York, New York 10016.Delaware
statutory trust.
PSEC’sHLPAF’s
investment objective is to generate both current income and long-term capital appreciation
over the medium- and long-term through
debt and equity investments. PSEC invests primarily
in first and second lien secured loans and unsecured debt, which in some cases includes an equity component. PSEC has
a five-member Board, three of which are
not “interested” persons of PSEC within
the meaning of Section 2(a)(19) of the 1940 Act.9 in
private assets globally. The Fund may gain access to private assets through a number of different approaches including: (i) direct investments
in the equity or debt of a company; (ii) primary subscriptions to closed-end private funds, including without limitation, funds-of-funds;
(iii) secondary purchases of interests in closed-end private funds and other private assets; (iv) investments in listed private equity
companies, funds or other vehicles; and (v) programmatic investment relationships with asset managers outside of their commingled private
funds.
PSEC is externally managed by
PCM, its investment adviser.
9
The board
of directors or trustees, as applicable (each, a “Board”),
of each Future Regulated Fund will consist of a majority
of members who are not “interested persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the 1940
Act.
4
HLPAF has a five-member board, of which three members are not “interested” persons of HLPAF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLPAF Board”).10
| B. |
PRIS is a Maryland
corporationHLPIF is organized
as a closed-end management investment company registered under the 1940 Act. PRIS
was organized on July 19, 2012. PRIS’s principal place of business is 10 East 40th Street, 42nd Floor, New York, New York 10016.Delaware
statutory trust.
PRIS’sHLPIF’s
investment objective is to generateseek
to provide current income and, as a secondary objective, long-term capital
appreciation. PRIS expects toHLPIF
will seek to achieve its investment objective by investing, under normal circumstances, at least
80% of its total assets, or net assets plus borrowings, in senior secured loans made to companies whose debt is rated below investment
grade or, in limited circumstances, unrated, with an emphasis on current income. PRIS through
constructing a portfolio of investments in infrastructure assets (collectively, “Infrastructure Assets”) through
a tactically constructed portfolio of direct co-investments, equity and debt investments in portfolio companies and secondary investments
often alongside an experienced investment sponsor, joint venture partner, operating partner, or other investor, and in all cases seeking
to provide global exposure to real assets in the infrastructure sector. HLPIF defines infrastructure as an asset or investment that primarily
comprises permanent facilities and installations needed for the functioning of a society and/or large-scale commerce, typically characterized
as fixed, physical assets. HLPIF has the flexibility to invest in Infrastructure Assets across infrastructure sectors, including but
not limited to energy, telecom, renewables, transport, power, social (e.g., nursing care facilities, for-profit schools and hospitals),
environment (e.g., waste, recycling and water management systems) and other infrastructure sectors (e.g., non-traditional infrastructure
assets such as capital assets, including rolling stock and trailer, aircraft and ship leasing), subject to compliance with its investment
strategies and restrictions and applicable law, including the 1940 Act.
HLPIF
has a fourive-member
Bboard,
three, of which three
members are not “interested” persons of the FundHLPIF
within the meaning of Section 2(a)(19) of the 1940 Act (the
“HLPIF Board”).
PRIS is externally managed by
PRISM, its investment adviser.
| C. |
PFLOAT
is a Maryland corporationSCOPE
is organized as a closed-end management investment company that has elected to be regulated as
a business development company under the 1940 Act. PFLOAT was organized on April 29, 2011. PFLOAT’s principal place of business
is 10 East 40th Street, 42nd Floor, New York, New York 10016.Delaware
limited liability company.
SCOPE’s investment objective is to seek to obtain returns from current income and to a lesser extent, capital appreciation, through investments in private assets globally while also focusing on preservation of capital. SCOPE seeks to build a portfolio over time to avoid concentrated risk exposures and to provide sufficient liquidity for limited redemptions. SCOPE seeks to reach its investment objectives primarily by investing directly or indirectly in the debt of companies in either the primary or secondary market and focuses on senior secured loans structured as revolving, first lien, unitranche, or second lien term loans. In addition, SCOPE may invest into a number of different approaches if such opportunities meet the investment objective, including without limitation: (i) direct investments in the equity of a company; (ii) primary subscriptions to closed-end private funds, including without limitation funds-of-funds; (iii) secondary purchases of interests in closed-end private funds and other private funds; (iv) investments in listed private equity companies, funds or other vehicles; or (v) programmatic investment relationships with asset managers outside of their commingled private funds.
PFLOAT’s investment
objective and strategy is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities
with favorable risk-adjusted returns. PFLOATSCOPE
has a fourive-member
Bboard,
three, of which three
members are not “interested” persons of the FundSCOPE
within the meaning of Section 2(a)(19) of the 1940 Act (the
“SCOPE Board”).
10 The Board of each Future Regulated Fund will consist of a majority of members who are not “interested persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.
5
PFLOAT is externally managed by
PCM, its investment adviser.
| D. |
PEYFHLPSF
is organized as a Delaware statutory trust
organized as a closed-end management investment company
registered under the 1940 Act that operates as an interval fund pursuant to Rule 23c-3 under the 1940
Act. PEYF was organized on June 27, 2024. PEYF’s principal place of business is 10
East 40th Street, 42nd Floor, New York, New York 10016..
HLPSF’s investment objective is to seek to provide long-term capital appreciation. HLPSF seeks to achieve its investment objective through a tactically constructed portfolio of private equity investments, primarily through privately negotiated transactions on the secondary market, including both traditional limited partner secondary investments and general partner secondary investments. Such transactions on the secondary market will be investments in private funds, holding vehicles or other investment vehicles managed by third-party managers or other private equity investments that HLA determines to have a similar risk/return profile. HLPSF may invest in private equity investments that HLA determines to have a similar risk/return profile on a global basis across developed and emerging countries, with an emphasis on North America and Western Europe.
PEYF’s
investment objective is to generate current income and, as a secondary objective, long-term
capital appreciation. PEYFHLPSF
has a fourive-member
Bboard,
three, of which three
members are not “interested” persons of the FundHLPSF
within the meaning of Section 2(a)(19) of the 1940 Act (the
“HLPSF Board”).
PEYF is externally managed by
PEYM, its investment adviser.
| E. |
PCM is a Delaware limited partnership
and an investment adviser registered with the Commission under the Advisers Act. PCM serves as investment adviser to PSEC and PFLOAT
(together the “PCM Funds”) and manages their respective portfolios in accordance with their respective investment objectives.
Subject to the oversight of the Board for the relevant PCM Fund, PCM manages the day-to-day operations of, provides investment advisory
services to such PCM Fund, including by determining the composition of the investment portfolio, negotiating investments, and monitoring
investments.
PCM is led by John F. Barry III
and M. Grier Eliasek, two senior executives with significant investment advisory and business experience. Mr. Barry controls PCM. PCM’s
principal place of business is 700 S. Rosemary Ave., Suite 204, West Palm Beach, Florida 33401.
HLVCGF is organized as a Delaware statutory trust.
HLVCGF’s investment objective is to seek to provide long-term capital appreciation. HLVCGF seeks exposure to private companies in their early (i.e., venture capital) and growth stages of their development (“Venture and Growth Investments”) through: (i) equity and debt (including but not limited to convertible notes) investments, co-investments, joint ventures and other investments in portfolio companies that are made directly (including through an investment vehicle), generally alongside an investment sponsor, joint venture partner, operating partner, or other investor, and commonly involving a new acquisition or development of an asset, company or platform); (ii) strategic investments in underlying private funds, holding vehicles or other vehicles which are fundraising at the time of such investment; (iii) investments in portfolio funds managed by third party managers or other single-asset investments focused on Venture and Growth Investments, generally on a secondary basis from existing investors or involving a recapitalization of an equity interest in an existing portfolio fund and other investments that HLA determines to have a similar risk/return profile; (iv) investments in listed private equity companies, funds or other vehicles; or (v) programmatic investment relationships with asset managers outside of their commingled private funds.
6
HLVCGF has a five-member board, of which three members are not “interested” persons of HLVCGF within the meaning of Section 2(a)(19) of the 1940 Act (the “HLVCGF Board”).
| F. |
PRISM is a Delaware limited liability
company and an investment adviser registered with the Commission under the Advisers Act. PRISM serves as investment adviser to PRIS and
manages PRIS’s portfolio in accordance with PRIS’s investment objective. PRISM makes investment decisions for PRIS, places
purchase and sale orders for portfolio transactions for PRIS and otherwise manage the day-to-day operations of PRIS, subject to the oversight
of the PRIS Board. PRISM is owned 50% by PCM and 50% by Stratera Holdings, LLC, a national sponsor of alternative investment products
designed for the individual and institutional investor. PCM controls PRISM. PRISM’s principal place of business is 700 S. Rosemary
Ave., Suite 204, West Palm Beach, Florida 33401.
PRISM is led by the same team
of investment professionals from the investment and operations team of PCM that manages PSEC, which is responsible for PRIS’s day-to-day
operations on behalf of PRISM and is responsible for developing, recommending and implementing PRIS’s investment objective.
HLCIF is organized as a Delaware statutory trust. HLCIF has not commenced operations.
HLCIF’s investment objective is to seek to obtain returns from current income and to a lesser extent, capital appreciation. HLCIF seeks to achieve its investment objective through a tactically constructed portfolio to provide exposure to debt investments by investing in the debt of companies in either the primary or secondary market and will focus on senior secured loans structured as revolving, first lien, unitranche, or second lien term loans and, to a lesser extent, unsecured debt (senior unsecured and subordinated debt), mezzanine debt or preferred stock (typically with a stated dividend rate). In connection with a direct loan, HLCIF may invest in warrants or other equity securities of borrowers and may receive non-cash income features including purchase in-kind interest and original issue discount.
The business and affairs of HLCIF will be managed under the direction of a board of trustees, a majority of which will not be “interested” persons of HLCIF within the meaning of Section 2(a)(19) of the 1940 Act (the "HLCIF Board" and together with the HLPAF Board, the HLPIF Board, the SCOPE Board, the HLPSF Board, the HLVCGF Board and the board of directors or trustees of any Future Regulated Fund, each a "Board").
| G. |
The Existing Affiliated Funds are investment funds, each of whose investment adviser is HLA, and each of which would be an “investment company” but for Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.11 A list of the Existing Affiliated Funds is included on Schedule A hereto.
PEYM is a Delaware limited liability
company and an investment adviser registered with the Commission under the Advisers Act. PEYM serves as investment adviser to PEYF and
manages PEYF’s portfolio in accordance with PEYF’s investment objective. PEYM makes investment decisions for PEYF, including
placing purchase and sale orders for portfolio transactions and otherwise managing the day-to-day operations of PEYF, subject to the
oversight of the PEYF Board.
PEYM is led by John F. Barry III,
M. Grier Eliasek, Colin McGinnis, and Ga’ash “Josh” Soffer, senior executives with significant investment advisory
and business experience. PCM controls PEYM. PEYM’s principal place of business is 700 S. Rosemary Ave., Suite 204, West Palm Beach,
Florida 33401.
11 In the future, the Affiliated Fund may register as a closed-end management investment company under the 1940 Act and, if so registered, will be considered a Regulated Fund for purposes of this application.
7
| H. |
Hamilton Lane serves as the investment adviser to the Existing Regulated Funds and the investment adviser to the Existing Affiliated Funds, respectively. HLA is a Pennsylvania limited liability company and is a registered investment adviser with the SEC under the Advisers Act.
Under the terms of an investment advisory agreement with each Existing Regulated Fund and each Existing Affiliated Fund, respectively, the Existing Adviser, among other things, manages the investment portfolio, directs purchases and sales of portfolio securities and reports thereon to each Existing Regulated Fund’s and the Existing Affiliated Fund’s officers and directors/manager regularly.
PSEC SPV Sub is a Delaware limited
liability company and is a Wholly-Owned Investment Sub of PSEC. PSEC SPV Sub holds certain of PSEC’s portfolio loan investments
that are used as collateral for the revolving credit facility at PSEC SPV Sub.
NPRC
is a Maryland corporation, a qualified REIT for U.S. federal income tax purposes, and is a Wholly-Owned Investment Sub of PSEC. NPRC
is held for purposes of investing, operating, financing, leasing, managing, and selling a portfolio of real estate assets.
| III. | ORDER REQUESTED |
The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.
| A. | Applicable Law |
Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”
Rule 17d-1 prohibits an affiliated person, or an affiliated
person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction
in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”1012
in which the fund is a participant without first obtaining an order from the SEC.
Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).
1012
Rule 17d-1(c) defines a “[j]oint enterprise or other joint arrangement or profit-sharing plan” to include, in relevant part,
“any written or oral plan, contract, authorization or arrangement or any practice or understanding concerning an enterprise or
undertaking whereby a registered investment company … and any affiliated person of or principal underwriter for such registered
company, or any affiliated person of such a person or principal underwriter, have a joint or a joint and several participation, or share
in the profits of such enterprise or undertaking ….”
8
Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.
| B. | Need for Relief |
Each Regulated Fund may be deemed to be an affiliated
person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser
is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment
adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated
Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b).
PEYM and PRISM are controlled by PCM, and so the Existing Advisers are thus affiliated persons of each
other.
With
Accordingly, with respect to the Existing Advisers,HLA
and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed
to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b).
In addition, any entities or accounts controlled by or under common control with the Existing AdvisersHLA,
and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial
assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund)
in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream
Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of
the 1940 Act and Rule 17d-l under the 1940 Act.
| C. | Conditions |
Applicants agree that any Order granting the requested relief will be subject to the following Conditions.
1. Same
Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction
will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same
conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date
for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant,
but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors,
the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the
Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.1113
2. Existing
Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an
Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940
Act,1214
of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,1315
unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other
Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.
1113
Such a Board can also, consistent with applicable fund documents, facilitate this opportunity by delegating the authority to veto the
selection of such person to a committee of the Board.
1214
Section 57(o) defines the term “required majority,” in relevant part, with respect to the approval of a proposed transaction,
as both a majority of a BDC’s directors who have no financial interest in the transaction and a majority of such directors who
are not interested persons of the BDC. In the case of a Regulated Fund that is not a BDC, the Board members that constitute the Required
Majority will be determined as if such Regulated Fund were a BDC subject to Section 57(o) of the 1940 Act.
1315
Section 57(f) provides for the approval by a Required Majority of certain transactions on the basis that, in relevant part: (i) the terms
of the transaction, including the consideration to be paid or received, are reasonable and fair to the shareholders of the BDC and do
not involve overreaching of the BDC or its shareholders on the part of any person concerned; (ii) the proposed transaction is consistent
with the interests of the BDC’s shareholders and the BDC’s policy as recited in filings made by the BDC with the Commission
and the BDC’s reports to shareholders; and (iii) the BDC’s directors record in their minutes and preserve in their records
a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for
their findings.
9
3. Related
Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction,
to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities
being acquired, held or disposed of, as the case may be.1416
4. No
Remuneration. Any transaction fee1517
(including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k)
of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed
to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction.
If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account
maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account
will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in
such Co-Investment Transaction. No Affiliated Entity, Regulated Fund,
or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s
participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as
a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the
Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s)
with the Regulated Fund(s) or Affiliated Entity(ies).
5. Co-Investment
Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures
reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is
fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in
the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each
Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the
Regulated Funds of any material changes thereto.1618
6. Dispositions:.
(a) Prior
to any Disposition1719
by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in
the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the
proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.
1416
Expenses of an individual Participant that are incurred solely by the Participant due to its unique circumstances (such as legal and
compliance expenses) will be borne by such Participant.
1517
Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment
Transaction.
1618
The Affiliated Entities may adopt shared Co-Investment Policies.
1719
“Disposition” means the sale, exchange, transfer or other disposition of an interest in a security of an issuer.
10
(b) Prior
to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps
set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in
approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.1820
7. Board Oversight.
(a) Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their reasonable business judgment.
(b) Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will: (i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order.
(c) At least quarterly, each Regulated Fund’s Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund’s participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund’s policies and procedures approved pursuant to (b) above.
(d) Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other information requested by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to the Affiliated Entities’ Co-Investment Policies.
(e) The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the Regulated Fund’s participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer considers to be material.
8. Recordkeeping.
All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter,
and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section
57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority
under Section 57(f).1921
1820
“Tradable Security” means a security which trades: (i) on a national securities exchange (or designated offshore
securities market as defined in Rule 902(b) under the Securities Act of 1933, as amended) and (ii) with sufficient volume and liquidity
(findings which are to be made in good faith and documented by the Advisers to any Regulated Funds) to allow each Regulated Fund to dispose
of its entire remaining position within 30 days at approximately the price at which the Regulated Fund has valued the investment.
1921
If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this Order in reliance on another
exemptive order instead of this Order, the information presented to the Board and records maintained by the Regulated Fund will expressly
indicate the order relied upon by the Regulated Fund to enter into such transaction.
11
9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.
| IV. | STATEMENT IN SUPPORT OF RELIEF REQUESTED |
Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.
| A. | Potential Benefits to the Regulated Funds and their Shareholders |
Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.
| B. | Shareholder Protections |
Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.
| V. | PRECEDENTS |
The Commission has previously issued orders permitting
certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment
Transactions (the “Existing Orders”).2022
Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote
fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated
by the Conditions are consistent with those found in the Existing Orders.
2022
See, e.g., Star Mountain
Lower Middle-Market Capital Corp., et al. (File No. 812-15855), Release No. IC-35797 (November 21, 2025) (notice), Release No.
IC-35832 (December 17, 2025) (order); Columbia Credit Income Opportunities Fund, et al. (File No. 812-15685), Release No. IC-35800
(November 21, 2025) (notice), Release No. IC-35831 (December 17, 2025) (order); Monroe Capital Corporation, et al. (File No. 812-15798),
Release No. IC-35799 (November 21, 2025) (notice), Release No. IC-35830 (December 17, 2025) (order); 1WS Credit Income Fund, et al.
(File No. 812-15796), Release No. IC-35798 (November 21, 2025) (notice), Release No. IC-35829 (December 17, 2025) (order); MA Specialty
Credit Income Fund, et al. (File No. 812-15853), Release No. IC-35795 (November 20, 2025) (notice), Release No. IC-35825 (December
16, 2025) (order); Willow Tree Capital Corporation, et al. (File No. 812-15845), Release No. IC-35792 (November 19, 2025) (notice),
Release No. IC-35823 (December 16, 2025) (order); Axxes Opportunistic Credit Fund, et al.
(File No. 812-15578), Release No. IC-35769 (September 26, 20252026)
(notice), Release No. IC-35784 (November 14, 2025) (order);
Russell Investments New Economy Infrastructure Fund, et al. (File No. 812-15609), Release No. IC-35740 (September 5, 2025) (notice),
Release No. IC-35783 (November 14, 2025) (order); 26North BDC, Inc., et al. (File No. 812-15835), Release No. IC-35750 (September
19, 2025) (notice), Release No. IC-35782 (November 14, 2025) (order); Crestline Lending Solutions, LLC, et al. (File No. 812-15628),
Release No. IC-35741 (September 5, 2025) (notice), Release No. IC-35781 (November 14, 2025) (order); Rand Capital Corporation, et
al. (File No. 812-15815), Release No. IC-35748 (September 15, 2025) (notice), Release No. IC-35780 (November 14, 2025) (order); Privacore
VPC Asset Backed Credit Fund, et al. (File No. 812-15823), Release No. IC-35749 (September 16, 2025) (notice), Release No. IC-35779
(November 14, 2025) (order); Oaktree Strategic Credit Fund, et al. (File No. 812-15858), Release No. IC-35739 (September 5, 2025)
(notice), Release No. IC-35778 (November 14, 2025) (order); Banner Ridge DSCO Private Markets Fund, et al. (File No. 812-15807),
Release No. IC-35745 (September 10, 2025) (notice), Release No. IC-35777 (November 14, 2025) (order); TCW Steel City Perpetual Levered
Fund LP, et al. (File No. 812-15661), Release No. IC-35743 (September 9, 2025) (notice), Release No. IC-35776 (November 14, 2025)
(order); Gladstone Alternative Income Fund, et al. (File No. 812-15806), Release No. IC-35737 (September 4, 2025) (notice), Release
No. IC-35773 (September 30, 2025) (order); Constitution Capital Access Fund, LLC, et al. (File No. 812-15794), Release No. IC-35734
(September 2, 2025) (notice), Release No. IC-35772 (September 30, 2025) (order); HarbourVest Private Investments Fund, et al.
(File No. 812-15801), Release No. IC-35735 (September 2, 2025) (notice), Release No. IC-35771 (September 30, 2025) (order); Aksia
LLC, et al. (File No. 812-15785), Release No. IC-35729 (August 28, 2025) (notice), Release No. IC-35765 (September 26, 2025) (order);
TCW Direct Lending LLC, et al. (File No. 812-15821), Release No. IC-35730 (August 29, 2025) (notice), Release No. IC-35757 (September
24, 2025) (order); Fidelity Private Credit Fund, et al. (File No. 812-15799), Release No. IC-35731 (August 29, 2025) (notice),
Release No. IC-35656 (September 23, 2025) (order); Main Street Capital Corporation, et al. (File No. 812-15808), Release No. IC-35723
(August 25, 2025) (notice), Release No. IC-35755 (September 22, 2025) (order); ISQ OpenInfra Income Fund, et al. (File No. 812-15764),
Release No. IC-35722 (August 21, 2025) (notice), Release No. IC-35751 (September 19, 2025) (order); Partners Group Private Equity (Master
Fund), LLC, et al. (File No. 812-15772), Release No. IC-35708 (August 7, 2025) (notice), Release No. IC-35736 (September 3, 2025)
(order); Gemcorp Commodities Alternative Products Fund, et al. (File No. 812-15600), Release No. IC-35701 (July 30, 2025) (notice),
Release No. IC-35733 (September 2, 2025) (order); Fortress
Private Lending Fund, et al. (File No. 812-15551), Release No. IC-35703 (August 1, 2025) (notice), Release No. IC-35727 (August
27, 2025) (order); Invesco Dynamic Credit Opportunity Fund, et al. (File No. 812-15781), Release No. IC-35695 (July 29, 2025)
(notice), Release No. IC-35726 (August 26, 2025) (order); Audax Credit BDC Inc., et al. (File No. 812-15605), Release No.
IC-35686 (July 22, 2025) (notice), Release No. IC-35714 (August 19, 2025) (order); Ellington
Credit Company, et al. (File No. 812-15784), Release No. IC-35680 (July 16, 2025) (notice), Release No. IC-35712 (August 12, 2025)
(order); First Trust Real Assets Fund, et al. (File No. 812-15776), Release No. IC-35675 (July 11, 2025) (notice), Release No.
IC-35710 (August 11, 2025) (order); Ardian Access LLC, et al. (File No. 812-15728), Release No. IC-35674 (July 11, 2025) (notice),
Release No. IC-35707 (August 6, 2025) (order); Nuveen Churchill Direct Lending Corp., et al (File No. 812-15783), Release No.
IC-35672 (July 9, 2025) (notice), Release No. IC-35705 (August 5, 2025) (order); BIP Ventures Evergreen BDC, et al. (File No.
812-15782), Release No. IC-35660 (June 25, 2025) (notice), Release No. IC-35685 (July 22, 2025) (order); Principal Private Credit Fund
I, et al. (File No. 812-15780), Release No. IC-35650 (June 24, 2025) (notice), Release No. IC-35684 (July 22, 2025) (order); Lago
Evergreen Credit, et al. (File No. 812-15791), Release No. IC-35648 (June 23,2025) (notice), Release No. IC-35683 (July 21, 2025)
(order); Sound Point Meridian Capital, Inc., et al. (File No. 812-15593), Release No. IC-35641 (June 17, 2025) (notice), Release
No. IC-35677 (July 15, 2025) (order); Trinity Capital Inc., et al. (File No. 812-15594), Release No. IC-35634 (June 11, 2025)
(notice), Release No. IC-35671 (July 8, 2025) (order); TriplePoint Venture Growth BDC Corp., et al. (File No. 812-15768), Release
No. IC-35626 (June 9, 2025) (notice), Release No. IC-35669 (July 8, 2025) (order); Vista Credit Strategic Lending Corp., et al.
(File No. 812-15773), Release No. IC-35632 (June 11, 2025) (notice), Release No. IC-35667 (July 8, 2025) (order); Coller Secondaries
Private Equity Opportunities Fund, et al. (File No. 812-15767), Release No. IC-35615 (May 28, 2025) (notice), Release No. IC-35651
(June 24, 2025) (order); Coatue Innovation Fund,
et al. (File No. 812-15774), Release No. IC-35610 (May 28, 2025) (notice), Release No. IC-35649 (June 24, 2025) (order);
Great Elm Capital Corp., et al. (File No. 812-15765), Release No. IC-35608 (May 23, 2025) (notice), Release No. IC-35645 (June
18, 2025) (order); Blackstone Private Credit Fund, et al. (File No. 812-15726), Release No. IC-35567
(May 5, 2025) (notice), Release No. IC-35567A (May 27, 2025) (notice), Release No. IC-35644 (June 18, 2025) (order); Variant Alternative
Income Fund, et al. (File No. 812-15771), Release No. IC-35607 (May 22, 2025) (notice), Release No. IC-35640 (June 17, 2025) (order);
Eagle Point Credit Company Inc., et al. (File No. 812-15512), Release No. IC-35605 (May 22, 2025) (notice), Release No. IC-35639
(June 17, 2025) (order); Golub Capital BDC, Inc., et al. (File No. 812-15770),
Release No. IC-35606 (May 22, 2025) (notice), Release No. IC-35638 (June 17, 2025) (order); Global X Venture Fund, et al. (File
No. 812-15704), Release No. IC-35593 (May 19, 2025) (notice), Release No. IC-35637 (June 17, 2025) (order); 5C Lending Partners Corp.,
et al. (File No. 812-15769), Release No. IC-35590 (May 16, 2025) (notice), Release No. IC-35631 (June 11, 2025) (order); T. Rowe
Price OHA Select Private Credit Fund, et al. (File No. 812-15735), Release No. IC-35583 (May 13, 2025) (notice), Release No. IC-35628
(June 10, 2025) (order); MSD Investment Corp., et al. (File No. 812-15562), Release No. IC-35582 (May 12, 2025) (notice), Release
No. IC-35624 (June 9, 2025) (order); First Eagle Private Credit Fund, et al. (File No. 812-15754), Release No. IC-35569 (May 5,
2025) (notice), Release No. IC-35623 (June 3, 2025) (order); Nomura Alternative Income Fund, et al. (File No. 812-15759), Release
No. IC-35575 (May 7, 2025) (notice), Release No. IC-35621 (June 3, 2025) (order); Varagon Capital Corporation, et al. (File No.
812-15757), Release No. IC-35578 (May 7, 2025) (notice), Release No. IC-35620 (June
3, 2025) (order); Morgan Stanley Direct Lending Fund, et al. (File No. 812-15738), Release No. IC-35574 (May 7, 2025) (notice),
Release No. IC-35619 (June 3, 2025) (order); AGTB Fund Manager, LLC, et al. (File No. 812-15758), Release No. IC-35568 (May 5,
2025) (notice), Release No. IC-35616 (May 30, 2025) (order); Franklin Lexington Private Markets Fund, et al. (File No. 812-15752),
Release No. IC-35563 (Apr.April
30, 2025) (notice), Release No. IC-35614 (May 28, 2025) (order); Ares Capital Corporation, et al. (File No. 812-15483), Release
No. IC-35564 (May 1, 2025) (notice), Release No. IC-35611 (May 28, 2025) (order); Adams Street Private Equity Navigator Fund LLC, et
al. (File No. 812-15634), Release No. IC-35560 (Apr.April
28, 2025) (notice), Release No. IC-35609 (May 27, 2025) (order); Goldman Sachs BDC, Inc., et al. (File No. 812-15711), Release
No. IC-35559 (Apr.April
25, 2025) (notice), Release No. IC-35597 (May 21, 2025) (order); Jefferies Finance LLC, et al. (File No. 812-15748), Release No.
IC-35545 (Apr.April
22, 2025) (notice), Release No. IC- 35596-35596
(May 20, 2025) (order); PGIM, Inc., et al. (File No. 812-15737), Release No. IC-35546 (Apr.April
22, 2025) (notice), Release No. IC-35594 (May 20, 2025) (order); MidCap Financial Investment Corporation, et al. (File No. 812-15725),
Release No. IC-35540 (Apr.April
16, 2025) (notice), Release No. IC-35584-35588
(May 14, 2025) (order); Aether Infrastructure & Natural Resources Fund,
et al., (File No. 812-15749), Release No. IC-35541 (Apr.April
17, 2025) (notice), Release No. IC-35585 (May 13, 2025) (order); New Mountain Capital, L.L.C.,
et al., (File No. 812-15739), Release
No. IC-35539 (Apr.April
16, 2025) (notice), Release No. IC-35584 (May 13, 2025) (order); Blue Owl Capital Corporation, et al. (File No. 812-15715), Release
No. IC-35530 (Apr.April
9, 2025) (notice), Release No. IC-35573 (May 6, 2025) (order); BlackRock Growth Equity Fund LP, et al. (File No. 812-15712), Release
No. IC-35525 (Apr.April
8, 2025) (notice), Release No. IC-35572 (May 6, 2025) (order); Sixth Street Specialty Lending, Inc., et al. (File No. 812-15729),
Release No. IC-35531 (Apr.April
10, 2025) (notice), Release No. IC-35570 (May 6, 2025) (order); FS Credit Opportunities Corp., et al. (File No. 812-15706), Release
No. IC-35520 (Apr.April
3, 2025) (notice), Release No. IC-35561 (Apr.April
29, 2025) (order).
12
| VI. | PROCEDURAL MATTERS |
A. Communications
Please address all communications concerning this Application, the Notice and the Order to:
Keith
Kleinman, Esq.
Hamilton Lane Advisors, L.L.C.
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 1428
[email protected]
Russell
Wininger
Prospect Capital Corporation
10 East 40th Street, 42nd Floor
New York, NY 10016
(646) 536-3992
[email protected]
Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:
Ryan P. Brizek, Esq. Simpson Thacher & Bartlett LLP 900 G Street, NW Washington, D.C. 20001 (202) 636-5500 |
Kenneth E. Burdon
Simpson Thacher & Bartlett LLP
855 Boylston Street, 9th Floor
Boston, MA 02116
(617) 778-9001
[email protected]
13
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 each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.
Pursuant to Rule 0-2(c), Applicants hereby state that each Applicant has authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he 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 the requirements for a request for expedited review of this Application, marked copies of two recent applications seeking the same relief as Applicants that are substantially identical as required by Rule 0-5(e) of the 1940 Act are attached as Exhibit B.
14
The Applicants have caused this Application to be
duly signed on their behalf on the November 268th
day of January, 20252026.
HAMILTON LANE PRIVATE ASSETS FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE PRIVATE INFRASTRUCTURE FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HL SCOPE RIC LLC
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE PRIVATE SECONDARY FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE CREDIT INCOME FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Sole Trustee |
HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Secretary |
15
2020 TACTICAL MARKET FUND LP
BY: 2020 TACTICAL MARKET GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FIFTH STOCKHOLM CI SPV L.P.
BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FINANCE STREET AIV SPLITTER L.P.
BY: FINANCE STREET GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FLORIDA GROWTH FUND II LLC
BY: HL FLORIDA GROWTH LLC, ITS MANAGER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
GREEN CORE FUND, L.P.
BY: GREEN CORE GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
16
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP
BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE NM FUND I LP
BY: HL NM FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
BY: HAMILTON LANE GP X LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
BY: HL PMOF GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES
BY: HL PMOF GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
17
HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.
BY: Hamilton Lane - Raytheon Technologies Pension Emerging Managers GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SMID II HOLDINGS LP
BY: Hamilton Lane Global SMID II GP, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
18
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2020
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
BY: HLA Carpenters V LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES H2
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL-HP GLOBAL INVESTMENTS LP
BY: HL-HP GLOBAL INVESTMENTS GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
19
HLSF V HOLDINGS LP
BY: Hamilton Lane Secondary Fund V GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF V HOLDINGS LP 2
BY: Hamilton Lane Secondary Fund V GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NAKHODA LANE FUND L.P.
BY: Nakhoda Lane Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NAKHODA LANE FUND DE SPV LP
BY: Nakhoda Lane Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRCS HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.
BY: HL/NY Israel Investment fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ENPAM FUND SPLITTER LP
BY: HL ENPAM Splitter GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
20
HL IMPACT HOLDINGS LP
BY: HL Impact Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL IMPACT II HOLDINGS LP
BY: HL Impact Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES M
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES N
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES O
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES Q
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
21
HL INTERNATIONAL INVESTORS LP SERIES I
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES H1
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES P
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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 |
22
HL MIRAS SECONDARY FUND LP
BY: HL Evergreen Secondary GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PRIVATE ASSETS HOLDINGS LP
BY: HL GPA GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL/AS GLOBAL COINVEST LP
BY: HL/AS GLOBAL COINVEST GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF IV HOLDINGS LP
BY: Hamilton Lane Secondary Fund IV GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PROSPECTHL
VENTURE CAPITAL CORPORATIONCLUB
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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
23
INNOVATION LANE LP
BY: Innovation Lane GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
JATI PRIVATE EQUITY FUND III L.P.
BY: Jati GP LLC, its General Partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KTCU HL INFRASTRUCTURE MASTER FUND LP
BY: KTCU Infrastructure Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
LIBRA TAURUS PE FUND MASTER LP
BY: Libra Taurus PE Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
24
MORAN REAL ASSET FUND II, L.P.
BY: HL Moran GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MORAN REAL ASSET FUND III, L.P.
BY: HL Moran GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NEW YORK CREDIT SBIC FUND L.P.
BY: New York Credit SBIC Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
RAPM NM SECONDARY OPPORTUNITY FUND, L.P.
BY: HL NM Secondary Opportunity GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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 |
25
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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRE HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SREH HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRZ HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
TARRAGON MASTER FUND LP
BY: Tarragon GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
26
TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP
BY: Tower Bridge Select Opportunities – A Master Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP
BY: TTCPFS HL INVESTMENTS SPLITTER AIV FUND GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
UTAH REAL ASSETS PORTFOLIO, LP
BY: HL Utes GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP
BY: HL Real Assets GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP
BY: HL Real Assets GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
27
HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP
BY: Hamilton Lane Equity Opportunities GP V LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
ASTRO MASTER FUND III LP
BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
DRAGON HL L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS II LP
BY: HL EDGEWOOD GP II LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS III, L.P.
BY: HL EDGEWOOD GP III LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
28
HAMILTON LANE CAPITAL TOWER FUND LP
BY: HAMILTON LANE SPV GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP
BY: HAMILTON LANE VENTURE ACCESS FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III
BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ENVIRONMENTAL FUND LP
BY: HL ENVIRONMENT FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
29
HL P PLUS ESG CO-INVEST FUND I LP
BY: HL P PLUS CO-INVEST FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PENHA FUND I L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PENHA FUND II L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PHOENIX HL L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
DIRECT CREDIT FUND LP
BY: RUSSELL INVESTMENTS HAMILTON LANE DE GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
30
SMART CLEAN AIR AND ENERGY FUND LP
BY: SMART CLEAN AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
WPP HL CREDIT OPPORTUNITIES FUND LP
BY: WPP HL CREDIT OPPORTUNITIES FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP
BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL CANADA HEALTH LP
BY: hl canada health gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P.
BY: HL CLAL CREDIT GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP
BY: hl clal credit gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
31
HL ALPHA CI SPV LP
BY: HL EIA CI SPV GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
ETHMAR TECHNOLOGY MASTER FUND LP
BY: HL ETHMAR TECHNOLOGY FUND GP, LLC
| By: | /s/ |
Name: M.
Grier Eliasek Kristin Jumper
Title: President
& Chief Executive Officer Assistant
Secretary
APA HOLDINGS LP
BY: APA GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP
BY: hamilton lane equity opportunities gp v llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP
BY: hamilton lane equity opportunities gp v llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP
BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
32
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP
BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP
BY: hamilton lane equity opportunities gp vi llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP
BY: hamilton lane equity opportunities gp vi llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP
BY: HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS GP LLC, ITS
GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND
BY: HL EUROPEAN INVESTORS GP s.À R.L., ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP
BY: hl private infra cayman holdings gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
33
HAMILTON LANE IMPACT FUND II LP
BY: hl impact fund ii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE IMPACT FUND III-A LP
BY: hl impact fund iii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE IMPACT FUND III-B LP
BY: hl impact fund iii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL IMPACT III HOLDINGS LP
BY: hl impact fund iIi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP
BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP
BY: hl infrastructure opportunities fund ii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
34
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP
BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP
BY: hl real assets gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PRIORITY INCOMEHAMILTON
LANE NATIONAL SMALL BUSINESS CREDIT FUND, INC.LP
BY: hamilton lane national small business credit fund gp, llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Principal |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
PROSPECT FLOATING RATE AND ALTERNATIVE
INCOME FUND, INC.
HL PRIVATE MARKETS ACCESS HOLDINGS SCSP
BY: HL PRIVATE MARKETS ACCESS GP S.À R.L., ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE RE OPPORTUNITIES FUND I LP
BY: hamilton lane re opportunities fund i gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
35
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A)
BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B)
BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-A LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-B LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF
BY: hl european investors gp s.À r.l., its general partner
| By: | /s/ Name: Kristin Jumper Title: Manager |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
PROSPECT CAPITAL MANAGEMENT L.P.
HLSF VI HOLDINGS 3 LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: M.
Grier Eliasek
Title: Authorized
Person
PRIORITY SENIOR SECURED INCOME MANAGEMENT,
LLC
36
HLSF VI BLOCKER (CAYMAN) LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
PROSPECT ENHANCED YIELD FUND
HLSF VI BLOCKER (DE) LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
PROSPECT
ENHANCED YIELD MANAGEMENT, LLC
HL SCOPE MASTER SICAV-RAIF SCSP
By: /s/
M. Grier Eliasek
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
NATIONAL PROPERTY REIT CORP.
BY: HAMILTON LANE ADVISORS, L.L.C.
By: /s/
M. Grier Eliasek
Name: M.
Grier Eliasek
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL SCOPE HOLDINGS S.À.R.L.
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL SMALL CAP ACCESS FUND LP
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
37
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP
BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP
BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP
BY: hamilton lane strategic opportunities fund ix gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP
BY: hamilton lane strategic opportunities fund ix gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL VAF I HOLDINGS TRANSACTION LP
BY: hamilton lane venture access fund i gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GM PRIVATE MARKETS ACCESS FUND LP
BY: HL GM PRIVATE MARKETS ACCESS FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
38
HL GROWTH EQUITY CLUB FUND
BY: hl growth equity club fund gp s.À r.l., its general partner
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Manager |
HL LARGE BUYOUT CLUB FUND VII
BY: hl large buyout club fund vi gp s.À r.l., its general partner
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Manager |
PROSPECTHL
VENTURE CAPITAL FUNDING LLCCLUB
FUND II
BY: hl venture capital club fund ii gp s.À r.l., its general partner
| By: | /s/ Name: Kristin Jumper Title: Manager |
NEW FINANCE STREET L.P.
BY: new finance street gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HK ORIENTAL PEARL, LPF
BY: HAMILTON LANE ASSET MANAGEMENT (HK) LIMITED, ITS GENERAL PARTNER
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Director |
HUDSON RIVER CO-INVESTMENT FUND IV L.P.
BY: HAMILTON LAND HUDSON RIVER CO-INVESTMENT FUND IV GP LLC, ITS GENERAL PARTNER
BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGING MEMBER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
39
HL BILLY IMPACT PE MASTER FUND LP
BY: hl billy impact pe fund gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP
BY: korea hl strategic infrastructure fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KIC HL CO-INVESTMENT FUND, LP
BY: kic hl co-investment fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KIC HL CO-INVESTMENT MASTER FUND, LP
BY: KIC HL CO-INVESTMENT FUND GP, LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Person |
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP
BY: korea hl strategic infrastructure f und ii gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MMAA HL CO-INVESTMENT MASTER FUND, LP
BY: mmaa hl co-investment fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
40
EDGEWOOD PARTNERS IV LP
BY: hl edgewood gp iv llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NEW YORK CREDIT SBIC FUND II LP
BY: new york credit sbic fund gp ii llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Principal |
HL PPLUS CO-INVEST FUND LP
BY: hl pplus co-invest fund gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PNB SMA MASTER FUND LP
BY: hl pnb sma gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL STRATEGIC RE IRISH HOLDINGS LLC
BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Person |
SMART AIR AND ENERGY MASTER FUND LP
BY: smart AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
41
HAMILTON LANE PE PROGRAM MASTER FUND L.P.
BY: hamilton lane pe program gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VA RE SMA, LP
BY: hamilton lane va re sma gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MORAN REAL ASSET FUND IV, L.P.
BY: hl moran gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP
BY: HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
42
VERIFICATION
Each
of theThe undersigned
states that he or she has duly executed the attachedforegoing
aApplication
dated as of November 26, 2025 for and on behalf of theeach
entitiesy
listed below;,
that he or she holds office withis
the authorized person of each such entity as indicated below;
and that all action by officers, directors,
officers, stockholders, general partners, trustees or members of each entity
and any other bodyand other bodies
necessary to authorize the undersigned to execute and file such instrument has been taken. Each
of theThe undersigned
further states that he or she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true
to the best of his or her knowledge, information and belief.
HAMILTON LANE PRIVATE ASSETS FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE PRIVATE INFRASTRUCTURE FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HL SCOPE RIC LLC
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE PRIVATE SECONDARY FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE VENTURE CAPITAL AND GROWTH FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Secretary |
HAMILTON LANE CREDIT INCOME FUND
| By: | /s/
Keith Kleinman Name: Keith Kleinman Title: Sole Trustee |
HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Secretary |
43
2020 TACTICAL MARKET FUND LP
BY: 2020 TACTICAL MARKET GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FIFTH STOCKHOLM CI SPV L.P.
BY: HL SECOND STOCKHOLM GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FINANCE STREET AIV SPLITTER L.P.
BY: FINANCE STREET GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
FLORIDA GROWTH FUND II LLC
BY: HL FLORIDA GROWTH LLC, ITS MANAGER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
GREEN CORE FUND, L.P.
BY: GREEN CORE GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
44
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP
BY: HAMILTON LANE CO-INVESTMENT GP IV LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE NM FUND I LP
BY: HL NM FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
BY: HAMILTON LANE GP X LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
BY: HL PMOF GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, FUND-OF-FUNDS SERIES
BY: HL PMOF GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
45
HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.
BY: Hamilton Lane - Raytheon Technologies Pension Emerging Managers GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SMID II HOLDINGS LP
BY: Hamilton Lane Global SMID II GP, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
46
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2020
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
BY: Hamilton Lane Venture Capital Fund GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
BY: HLA Carpenters V LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES H2
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL-HP GLOBAL INVESTMENTS LP
BY: HL-HP GLOBAL INVESTMENTS GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
47
HLSF V HOLDINGS LP
BY: Hamilton Lane Secondary Fund V GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF V HOLDINGS LP 2
BY: Hamilton Lane Secondary Fund V GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NAKHODA LANE FUND L.P.
BY: Nakhoda Lane Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NAKHODA LANE FUND DE SPV LP
BY: Nakhoda Lane Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRCS HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.
BY: HL/NY Israel Investment fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ENPAM FUND SPLITTER LP
BY: HL ENPAM Splitter GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
48
HL IMPACT HOLDINGS LP
BY: HL Impact Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL IMPACT II HOLDINGS LP
BY: HL Impact Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES M
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES N
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES O
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS L.P. SERIES Q
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
49
HL INTERNATIONAL INVESTORS LP SERIES I
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, HL SECONDARY OPPORTUNITIES 2018 SERIES
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES H1
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL INTERNATIONAL INVESTORS LP, SERIES P
BY: HL International Investors GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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 |
50
HL MIRAS SECONDARY FUND LP
BY: HL Evergreen Secondary GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PRIVATE ASSETS HOLDINGS LP
BY: HL GPA GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL/AS GLOBAL COINVEST LP
BY: HL/AS GLOBAL COINVEST GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HLSF IV HOLDINGS LP
BY: Hamilton Lane Secondary Fund IV GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PROSPECTHL
VENTURE CAPITAL CORPORATIONCLUB
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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
51
INNOVATION LANE LP
BY: Innovation Lane GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
JATI PRIVATE EQUITY FUND III L.P.
BY: Jati GP LLC, its General Partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KTCU HL INFRASTRUCTURE MASTER FUND LP
BY: KTCU Infrastructure Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
LIBRA TAURUS PE FUND MASTER LP
BY: Libra Taurus PE Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
52
MORAN REAL ASSET FUND II, L.P.
BY: HL Moran GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MORAN REAL ASSET FUND III, L.P.
BY: HL Moran GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NEW YORK CREDIT SBIC FUND L.P.
BY: New York Credit SBIC Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
RAPM NM SECONDARY OPPORTUNITY FUND, L.P.
BY: HL NM Secondary Opportunity GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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 |
53
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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRE HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SREH HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SRZ HL PE 1 (MASTER) LP
BY: SR HL PE 1 GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
TARRAGON MASTER FUND LP
BY: Tarragon GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
54
TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP
BY: Tower Bridge Select Opportunities – A Master Fund GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP
BY: TTCPFS HL INVESTMENTS SPLITTER AIV FUND GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
UTAH REAL ASSETS PORTFOLIO, LP
BY: HL Utes GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP
BY: HL Real Assets GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP
BY: HL Real Assets GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
55
HAMILTON LANE EQUITY OPPORTUNITIES FUND V HOLDING LP
BY: Hamilton Lane Equity Opportunities GP V LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
ASTRO MASTER FUND III LP
BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
DRAGON HL L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS II LP
BY: HL EDGEWOOD GP II LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
EDGEWOOD PARTNERS III, L.P.
BY: HL EDGEWOOD GP III LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
56
HAMILTON LANE CAPITAL TOWER FUND LP
BY: HAMILTON LANE SPV GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP
BY: HAMILTON LANE VENTURE ACCESS FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III
BY: HL ASTRO FUND III GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL ENVIRONMENTAL FUND LP
BY: HL ENVIRONMENT FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
57
HL P PLUS ESG CO-INVEST FUND I LP
BY: HL P PLUS CO-INVEST FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper 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/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PENHA FUND I L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PENHA FUND II L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
PHOENIX HL L.P.
BY: HL PENHA GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
DIRECT CREDIT FUND LP
BY: RUSSELL INVESTMENTS HAMILTON LANE DE GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
58
SMART CLEAN AIR AND ENERGY FUND LP
BY: SMART CLEAN AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
WPP HL CREDIT OPPORTUNITIES FUND LP
BY: WPP HL CREDIT OPPORTUNITIES FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP
BY: hl second stockholm gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL CANADA HEALTH LP
BY: hl canada health gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P.
BY: HL CLAL CREDIT GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP
BY: hl clal credit gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
59
HL ALPHA CI SPV LP
BY: HL EIA CI SPV GP LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
ETHMAR TECHNOLOGY MASTER FUND LP
BY: HL ETHMAR TECHNOLOGY FUND GP, LLC
| By: | /s/ |
Name: M.
Grier Eliasek Kristin Jumper
Title: President
& Chief Executive Officer Assistant
Secretary
APA HOLDINGS LP
BY: APA GP, LLC, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP
BY: hamilton lane equity opportunities gp v llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP
BY: hamilton lane equity opportunities gp v llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP
BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
60
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP
BY: HAMILTON LANE EQUITY OPPORTUNITIES GP VI LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP
BY: hamilton lane equity opportunities gp vi llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP
BY: hamilton lane equity opportunities gp vi llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP
BY: HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS GP LLC, ITS
GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND
BY: HL EUROPEAN INVESTORS GP s.À R.L., ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP
BY: hl private infra cayman holdings gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
61
PRIORITY INCOMEHAMILTON
LANE IMPACT FUND, INCI.
LP
BY: hl impact fund ii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE IMPACT FUND III-A LP
BY: hl impact fund iii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE IMPACT FUND III-B LP
BY: hl impact fund iii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL IMPACT III HOLDINGS LP
BY: hl impact fund iIi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP
BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS LP
BY: hl infrastructure opportunities fund ii gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
62
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II HOLDINGS-2 LP
BY: HL INFRASTRUCTURE OPPORTUNITIES FUND II GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP
BY: hl real assets gp llc, its general partner
| By: | /s/ Name: Kristin Jumper |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer Assistant
Secretary
PROSPECT FLOATING RATE & ALTERNATIVE
INCOMEHAMILTON LANE NATIONAL
SMALL BUSINESS CREDIT FUND, INC.LP
BY: hamilton lane national small business credit fund gp, llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Principal |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
PROSPECT CAPITAL MANAGEMENT L.P.
HL PRIVATE MARKETS ACCESS HOLDINGS SCSP
BY: HL PRIVATE MARKETS ACCESS GP S.À R.L., ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE RE OPPORTUNITIES FUND I LP
BY: hamilton lane re opportunities fund i gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
63
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B)
BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A)
BY: HAMILTON LANE RE OPPORTUNITIES FUND I GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-A LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-B LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE SECONDARY FUND VI-D SCSP-RAIF
BY: hl european investors gp s.À r.l., its general partner
| By: | /s/ Name: Kristin Jumper Title: Manager |
Name: M.
Grier Eliasek
Title: Authorized
Person
PRIORITY SENIOR SECURED INCOME MANAGEMENT,
LLC
HLSF VI HOLDINGS 3 LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
PROSPECT ENHANCED YIELD FUND
64
HLSF VI BLOCKER (CAYMAN) LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
PROSPECT
ENHANCED YIELD MANAGEMENT, LLC
HLSF VI BLOCKER (DE) LP
BY: hamilton lane secondary fund vi gp llc, its general partner
| By: | /s/ Name: Kristin Jumper Title: Assistant Secretary |
Name: M.
Grier Eliasek
Title: President
& Chief Executive Officer
NATIONAL PROPERTY
REIT CORP.
By: /s/
M. Grier Eliasek
HL SCOPE MASTER SICAV-RAIF SCSP
Name: M.
Grier Eliasek
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL SCOPE HOLDINGS S.À.R.L.
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
HL SMALL CAP ACCESS FUND LP
BY: HAMILTON LANE ADVISORS, L.L.C.
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
65
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP
BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP
BY: HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP
BY: hamilton lane strategic opportunities fund ix gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP
BY: hamilton lane strategic opportunities fund ix gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL VAF I HOLDINGS TRANSACTION LP
BY: hamilton lane venture access fund i gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL GM PRIVATE MARKETS ACCESS FUND LP
BY: HL GM PRIVATE MARKETS ACCESS FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
66
HL GROWTH EQUITY CLUB FUND
BY: hl growth equity club fund gp s.À r.l., its general partner
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Manager |
HL LARGE BUYOUT CLUB FUND VII
BY: hl large buyout club fund vi gp s.À r.l., its general partner
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Manager |
PROSPECTHL
VENTURE CAPITAL FUNDING LLCCLUB
FUND II
BY: hl venture capital club fund ii gp s.À r.l., its general partner
| By: | /s/ Name: Kristin Jumper Title: Manager |
Name: M.
Grier Eliasek
NEW FINANCE STREET L.P.
BY: new finance street gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HK ORIENTAL PEARL, LPF
BY: HAMILTON LANE ASSET MANAGEMENT (HK) LIMITED, ITS GENERAL PARTNER
| By: | /s/
Lydia A. Gavalis Name: Lydia A. Gavalis Title: Director |
HUDSON RIVER CO-INVESTMENT FUND IV L.P.
BY: HAMILTON LAND HUDSON RIVER CO-INVESTMENT FUND IV GP LLC, ITS GENERAL PARTNER
BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGING MEMBER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Signatory |
67
HL BILLY IMPACT PE MASTER FUND LP
BY: hl billy impact pe fund gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP
BY: korea hl strategic infrastructure fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KIC HL CO-INVESTMENT FUND, LP
BY: kic hl co-investment fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
KIC HL CO-INVESTMENT MASTER FUND, LP
BY: KIC HL CO-INVESTMENT FUND GP, LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Person |
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP
BY: korea hl strategic infrastructure f und ii gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MMAA HL CO-INVESTMENT MASTER FUND, LP
BY: mmaa hl co-investment fund gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
68
EDGEWOOD PARTNERS IV LP
BY: hl edgewood gp iv llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
NEW YORK CREDIT SBIC FUND II LP
BY: NEW YORK CREDIT SBIC FUND GP II LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Principal |
HL PPLUS CO-INVEST FUND LP
BY: hl pplus co-invest fund gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL PNB SMA MASTER FUND LP
BY: hl pnb sma gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HL STRATEGIC RE IRISH HOLDINGS LLC
BY: HAMILTON LANE ADVISORS, L.L.C., ITS MANAGER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Authorized Person |
SMART AIR AND ENERGY MASTER FUND LP
BY: smart AIR AND ENERGY FUND GP LLC, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
69
HAMILTON LANE PE PROGRAM MASTER FUND L.P.
BY: hamilton lane pe program gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE VA RE SMA, LP
BY: hamilton lane va re sma gp, llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
MORAN REAL ASSET FUND IV, L.P.
BY: hl moran gp llc, its general partner
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP
BY: hamilton lane private markets fund y tree clients (equity) gp llc, ITS GENERAL PARTNER
| By: | /s/
Kristin Jumper Name: Kristin Jumper Title: Assistant Secretary |
70
SCHEDULE A
Green Core Fund, L.P.
Hamilton Lane/NYSCRF Israel Investment Fund L.P.
KPS-Hamilton Lane Multi-Strategy Fund I Master LP
Libra Taurus PE Fund Master LP
SRE HL PE 1 (Master) LP
SREH HL PE 1 (Master) LP
SRZ HL PE 1 (Master) LP
Tarragon Master Fund LP
Hamilton Lane Infrastructure OPPORTUNITIES Fund II Holdings LP
Hamilton Lane Infrastructure OPPORTUNITIES Fund II Holdings-2 LP
Hamilton Lane Equity Opportunities Fund V Holding LP
Hamilton Lane Equity Opportunities Fund V Holding-2 LP
Edgewood Partners III, L.P.
Hamilton Lane Capital Tower Fund LP
HL EnvironmentAL Fund LP
HL Large Buyout Club Fund VII
HL P Plus ESG Co-Invest Fund I LP
SIXTH STOCKHOLM GLOBAL PRIVATE EQUITY LP
HL CANADA HEALTH LP
CLAL HAMILTON LANE CREDIT INTERNATIONAL SCOPE JV, L.P.
CLAL HAMILTON LANE CREDIT INTERNATIONAL SO VII JV, LP
HL ALPHA CI SPV LP
ETHMAR TECHNOLOGY MASTER FUND LP
APA HOLDINGS LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-A LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI-B LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND VI HOLDINGS-2 LP
HL GLOBAL VENTURE CAPITAL AND GROWTH CAYMAN HOLDINGS LP
HAMILTON LANE EUROPEAN INVESTORS SCA SICAV-RAIF - GPA INVESTMENTS SUB-FUND
HL PRIVATE INFRA FUND CAYMAN HOLDINGS LP
HAMILTON LANE IMPACT FUND II LP
HL IMPACT II HOLDINGS LP
HAMILTON LANE IMPACT FUND III-a LP
HAMILTON LANE IMPACT FUND III-b LP
HL IMPACT III HOLDINGS LP
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND II LP
HAMILTON LANE INFRASTRUCTURE OPPORTUNITIES FUND LP
HAMILTON LANE NATIONAL SMALL BUSINESS CREDIT FUND, LP
HAMILTON LANE NM FUND I LP
HL PRIVATE MARKETS ACCESS HOLDINGS SCSP
HAMILTON LANE RE OPPORTUNITIES FUND I LP
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES B)
HAMILTON LANE RE OPPORTUNITIES FUND I LP (SERIES A)
HAMILTON LANE SECONDARY FUND VI-D SCSP-raif
HLSF VI HOLDINGS 3 LP
HLSF VI BLOCKER (CAYMAN) LP
HLSF VI BLOCKER (DE) LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS-2 LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX HOLDINGS LP
HL VAF I HOLDINGS TRANSACTION LP
HL GM PRIVATE MARKETS ACCESS FUND lp
HL GROWTH EQUITY CLUB FUND
HL VENTURE CAPITAL CLUB FUND II
71
NEW FINANCE STREET L.P.
HK ORIENTAL PEARL, LPF
HUDSON RIVER CO-INVESTMENT FUND IV L.P.
HL BILLY IMPACT PE MASTER FUND LP
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND, LP
KIC HL CO-INVESTMENT FUND, LP
KIC HL CO-INVESTMENT MASTER FUND, LP
KOREA HL STRATEGIC INFRASTRUCTURE MASTER FUND II, LP
MMAA HL CO-INVESTMENT MASTER FUND, LP
PENHA FUND I L.P.
EDGEWOOD PARTNERS IV LP
NEW YORK CREDIT SBIC FUND II LP
HL PPLUS CO-INVEST FUND LP
HL PNB SMA MASTER FUND LP
HL STRATEGIC RE IRISH HOLDINGS LLC
SMART AIR AND ENERGY MASTER FUND LP
HAMILTON LANE PE PROGRAM MASTER FUND L.P.
HAMILTON LANE VA RE SMA, LP
MORAN REAL ASSET FUND IV, L.P.
HAMILTON LANE PRIVATE MARKETS FUND Y TREE CLIENTS (EQUITY) LP
EDGEWOOD PARTNERS II LP
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS LP
HAMILTON LANE INFRASTRUCTURE FUND HOLDINGS-2 LP
HAMILTON LANE VENTURE ACCESS FUND I HOLDINGS LP
HL-HP GLOBAL INVESTMENTS LP
SRCS HL PE 1 (MASTER) LP
HL PRIVATE ASSETS HOLDINGS LP
INNOVATION LANE LP
MORAN REAL ASSET FUND II, L.P.
MORAN REAL ASSET FUND III, L.P.
NEW YORK CREDIT CO-INVESTMENT FUND II LP
PENHA FUND II L.P.
PHOENIX HL L.P.
RUSSELL INVESTMENTS HL PRIVATE MARKETS CO-INVESTMENT MASTER FUND LP
RUSSELL INVESTMENTS HL PRIVATE MARKETS SECONDARY MASTER FUND LP
SIXTH STOCKHOLM CI-SPV LP
TTCPFS HL INVESTMENTS SPLITTER AIV FUND LP
WPP HL CREDIT OPPORTUNITIES FUND LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-A LP
HAMILTON LANE EQUITY OPPORTUNITIES FUND V-B LP
HAMILTON LANE SECONDARY FUND V INTERNATIONAL SERIES FUND LP, SERIES 2
RAPM NM SECONDARY OPPORTUNITY FUND, L.P.
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-A LP
HAMILTON LANE STRATEGIC OPPORTUNITIES FUND IX-B LP
2020 TACTICAL MARKET FUND LP
ASTRO MASTER FUND III LP
DIRECT CREDIT FUND LP
DRAGON HL L.P.
FIFTH STOCKHOLM CI SPV L.P.
FINANCE STREET AIV SPLITTER L.P.
FLORIDA GROWTH FUND II LLC
HAMILTON LANE - RAYTHEON TECHNOLOGIES PENSION EMERGING MANAGERS, L.P.
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS LP
HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2 LP
HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP
HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND LP, CREDIT SERIES
72
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 SECONDARY FUND VI-A LP
HAMILTON LANE SECONDARY FUND VI-B LP
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 CAPITAL FUND LP, SERIES 2020
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2021
HAMILTON LANE VENTURE CAPITAL FUND LP, SERIES 2022
HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND II LP
HAMILTON LANE-CARPENTERS PARTNERSHIP FUND V L.P.
HL ADVANCED SUSTAINABLE TOTAL RETURN OPPORTUNITIES FUND III
HL ENPAM FUND SPLITTER LP
HL IMPACT 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 LP, SERIES H2
HL INTERNATIONAL INVESTORS LP, SERIES P
HL LARGE BUYOUT CLUB FUND V
HL LARGE BUYOUT CLUB FUND VI
HL MIRAS SECONDARY FUND LP
HL REAL ASSET OPPORTUNITIES – A MASTER FUND LP
HL/AS GLOBAL COINVEST LP
HLSF IV HOLDINGS LP
HLSF V HOLDINGS LP
HLSF V HOLDINGS LP 2
HUDSON RIVER CO-INVESTMENT FUND III L.P.
JATI PRIVATE EQUITY FUND III L.P.
KPI-HAMILTON LANE MULTI-STRATEGY FUND I MASTER LP
KTCU HL INFRASTRUCTURE MASTER FUND LP
NAKHODA LANE FUND DE SPV LP
NAKHODA LANE FUND L.P.
NEW YORK CREDIT SBIC FUND L.P.
SMART CLEAN AIR AND ENERGY FUND LP
TOWER BRIDGE SELECT OPPORTUNITIES – A MASTER FUND LP
UTAH REAL ASSETS PORTFOLIO, LP
HL SCOPE MASTER SICAV-RAIF SCSP
HL SCOPE HOLDINGS S.À.R.L.
hl small cap access fund lp
73
Exhibit A
EXHIBIT A
APPROVAL OF FILING SECTION 17(D) APPLICATION FOR CO-INVESTMENT RELIEF
Proposed Resolutions to be Adopted by the Trustees of Hamilton Lane Private Assets Fund, Hamilton Lane Private Infrastructure Fund, Hamilton Lane Private Secondary Fund, Hamilton Lane Venture Capital and Growth Fund and Hamilton Lane Credit Income Fund
Resolutions of Board of Directors of Prospect
Capital Corporation
Approval of Filing Section 17(d) Application
for Co-Investment Relief
WHEREAS, the Board of Directors
(the “Board”) believes it isTrustees
deems it is advisable and in the best interests of Prospect
Capital Corporation (the “Company”) to fileeach
of Hamilton Lane Private Assets Fund, Hamilton Lane Private Infrastructure Fund, Hamilton Lane Private Secondary Fund, Hamilton Lane
Venture Capital and Growth Fund and Hamilton Lane Credit Income Fund (together, the “Funds”) to file with the U.S. Securities
and Exchange Commission (the “Commission”) an application for an order to
replace a prior order underpursuant
to Sections 17(d) and 57(i) of the Investment Company Act of 1940 and
Rule 17d-1 under the Investment Company Act of 1940 to permit,
as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering
into of certain joint transactions that
otherwise may be prohibited by
Sections 17(d) and 57(a)(4) of the Investment
Company1940 Act of
1940 and Rule 17d-1 under the Investment Company Act of 1940
(the “Application”)promulgated
thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers
of the Company (the “Officers”) be, andHamilton
Lane Advisors, L.L.C., and the Funds be, and each of theym
hereby areis,
authorized, empowered and directed,
in on behalf of the Funds
and in their name and on behalf of the CompanyFunds,
to prepare, execute, and cause to be prepared,
executed, delivered and filed with the SEC theCommission
an Application, and to do such other acts or things and execute such
other documents, including amendments to the Application, as they deem necessary or desirable to cause the Application to conform to
comments received from the Staff of the SEC and otherwise to comply with the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the Officers preparing the same shall approve,
such approval to be conclusively evidenced by the filing of the Application for
an Order of Exemption, and any amendments thereto, pursuant to Section 17(d) of 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; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of Company, to perform all of the agreements and obligations of the Company in connection
with the foregoing resolutions, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed
and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur
and pay all fees and expenses and to engage such persons as the Officers may determine to be necessary, advisable or appropriate to effectuate
or carry out the purposes and intent of the foregoing resolutions, and the execution by the Officers of any such documents, instruments,
agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them
of any action in connection with the foregoing matters shall conclusively establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by the Company thereof.
Resolutions of the Board of Directors of Priority
Income Fund, Inc.
Approval of Filing Section 17(d) Application
for Co-Investment Relief
WHEREAS,
the Board of Directors (the “Board”) believes it is in the best interests of Priority Income Fund, Inc. (the
“Company”) to file an application for an order to replace a prior order under Sections 17(d) and 57(i) of the
Investment Company Act of 1940 and Rule 17d-1 under the Investment Company Act of 1940 to permit certain joint transactions otherwise
prohibited by Section 17(d) and 57(a)(4) of the Investment Company Act of 1940 and Rule 17d-1 under the Investment Company Act of 1940
(the “Application”).
A-1
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the Company
(the “Officers”)Funds
be, and each of theym
hereby areis,
authorized, empowered and directed,
in the name and on behalf of the Company, to cause to be prepared, executed, delivered and filed with the SEC the Application, and to
do such other acts or things to
take such further action and execute such other documents, including
amendments to the Application, as they as
such officer or officers shall deem necessary or desirable to cause
the Application to conform to comments received from the Staff of the SEC and otherwise to comply with the Investment Company Act of
1940 and the rules and regulations promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the
Officers preparing the same shall approve, such approval to be conclusively evidenced by the filing of the Applicationadvisable
in order to effectuate the intent of the foregoing resolution; and it is further
RESOLVED, that any and all actions previously taken by the Funds or any of their directors, trustees or officers, as applicable, in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Funds.
APPROVAL OF FILING SECTION 17(D) APPLICATION FOR CO-INVESTMENT RELIEF
Proposed Resolutions to be Adopted by the Directors HL SCOPE RIC LLC
RESOLVED,
that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of Company, to perform
all of the agreements and obligations of the Company in connection with the foregoing resolutions, to take or cause to be taken any and
all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings,
and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officers
may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions,
and the execution by the Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees
and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization, acceptance, adoption, ratification, approval and confirmation
by the Company thereof.
Resolutions of the Board of Directors of Prospect
Floating Rate and Alternative Income Fund, Inc.
Approval of Filing Section 17(d) Application
for Co-Investment Relief
WHEREAS, the Board of Directors (the
“Board”) believesdeems
it is advisable and in the best interests
of Prospect Floating Rate and Alternative Income Fund, Inc. (the “CompanyHL
SCOPE RIC LLC (the “Fund”) to file with
the U.S. Securities and Exchange Commission (the “Commission”) an application for an order to
replace a prior order underpursuant
to Sections 17(d) and 57(i) of the Investment Company Act of 1940 and
Rule 17d-1 under the Investment Company Act of 1940 to permit,
as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering
into of certain joint transactions that
otherwise may be prohibited by
Sections 17(d) and 57(a)(4) of the Investment
Company1940 Act of
1940 and Rule 17d-1 under the Investment Company Act of 1940
(the “Application”)promulgated
thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers
of the Company (the “Officers”) be, andHamilton
Lane Advisors, L.L.C., and the Fund be, and each of theym
hereby areis,
authorized, empowered and directed,
in on behalf of the Fund
and in their name and on behalf of the CompanyFund,
to prepare, execute, and cause to be prepared,
executed, delivered and filed with the SEC theCommission
an Application, and to do such other acts or things and execute such
other documents, including amendments to the Application, as they deem necessary or desirable to cause the Application to conform to
comments received from the Staff of the SEC and otherwise to comply with the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the Officers preparing the same shall approve,
such approval to be conclusively evidenced by the filing of the Application; and it is further
A-2
for
an Order of Exemption, and any amendments thereto, pursuant to Section 17(d) RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of Company, to perform all of the agreements and obligations of the Company in connection
with the foregoing resolutions, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed
and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur
and pay all fees and expenses and to engage such persons as the Officers may determine to be necessary, advisable or appropriate to effectuate
or carry out the purposes and intent of the foregoing resolutions, and the execution by the Officers of any such documents, instruments,
agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them
of any action in connection with the foregoing matters shall conclusively establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by the Company thereof.
Resolutions of the Board of Trustees of Prospect
Enhanced Yield Fund
Approval of Filing Section 17(d) Application
for Co-Investment Relief
WHEREAS,
the Board of Trustees (the “Board”) believes it is in the best interests of Prospect Enhanced Yield Fund (the
“Company”) to file an application for an order to replace a prior order under Sections 17(d) and 57(i) of the
Investment Companyof the 1940
Act of 1940,
and Rule 17d-1 promulgated under the Investment
Company Act of 1940 to permit1940
Act, authorizing certain joint transactions that
otherwise may be prohibited by
Section 17(d) and 57(a)(4) of the Investment Company Act of 1940 and Rule 17d-1
under the Investment Company Act of 1940 (the “Application”).of
the 1940 Act; and it is further
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the Company
(the “Officers”)Fund
be, and each of theym
hereby areis,
authorized, empowered and directed,
in the name and on behalf of the Company, to cause to be prepared, executed, delivered and filed with the SEC the Application, and to
do such other acts or things to
take such further action and execute such other documents, including
amendments to the Application, as they as
such officer or officers shall deem necessary or desirable to cause
the Application to conform to comments received from the Staff of the SEC and otherwise to comply with the Investment Company Act of
1940 and the rules and regulations promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the
Officers preparing the same shall approve, such approval to be conclusively evidenced by the filing of the Applicationadvisable
in order to effectuate the intent of the foregoing resolution; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of Company, to perform
all of the agreements and obligations of the Company in connection with the foregoing resolutions, to take or cause to be taken any and
all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings,
and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officers
may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions,
and the execution by the Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees
and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization, acceptance, adoption, ratification, approval and confirmation
by the Company thereof.
RESOLVED, that any and all actions previously taken by the Fund or any of their directors, trustees or officers, as applicable, in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.
A-3
EXHIBIT B
Marked Copies of the Application Showing Changes from the Final Versions of the Two Applications Identified as Substantially Identical under Rule 0-5(e)(3)
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