Hamilton Lane Advisors LLC

Item 5. Fees and Compensation

       Customized Separate Accounts

       We enter into written contracts with each of our customized separate account clients. Within
       agreed-upon investment guidelines, we generally have full discretion to buy, sell or otherwise
       effect investment transactions involving the assets in the account, in the name and on behalf of
       the client, although in some cases certain clients have the right to veto investments. Our discretion
       generally includes decisions related to, among other matters: voting securities; entering into,
       amending and terminating contracts; commencing, settling or discontinuing claims or actions;
       exercising options, conversion or subscription rights; whether to join, dissent from or oppose the
       reorganization, recapitalization, liquidation, merger, sale, mortgage, pledge or lease of any
       securities or other property constituting a part of the committed capital; depositing the committed
       capital with any protective, reorganization or similar committee and paying expenses of such
       committees and assessments on deposits with them; entering into brokerage accounts in the
       name of the client; and generally taking or refraining from taking any other action related to the
       investment or reinvestment of the committed capital. The discretion to invest committed capital
       generally is subject to investment guidelines established by our clients or by us in conjunction with
       our clients.

       Fees. While the specific terms of our contracts vary significantly from client to client, generally,
       our customized separate account clients are charged asset-based fees annually on committed or
       net invested capital and/or net asset value. These fees often decrease over the life of the contract
       due to built-in declines in contractual rates and/or as a result of lower net invested capital
       balances as capital is returned to clients. For some customized separate accounts, we charge
       clients annual fixed fees, and, in certain cases, we earn an incentive fee or carried interest based
       on realized gains, particularly when the investment strategies include secondary investments and
       direct investments. In certain cases, we also provide non-discretionary advisory and/or reporting
       services and, therefore, we also receive fees for services such as monitoring and reporting on a
       client’s existing private markets investments. In addition, we may provide for investments in our
       specialized funds as part of our customized separate accounts, and therefore we also receive
       incentive fees or carried interest based on realized gains of investments in our specialized funds
       and/or management fees under the terms of such funds. We generally reduce the asset-based
       and/or incentive fees or carried interest in customized separate accounts to the extent that assets
       in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.

       Payment of Fees. Fees for services are payable in arrears or in advance, typically quarterly or
       monthly. Fees for separate accounts, advisory accounts, DM Services, special reports, or portfolio
       monitoring and reporting are billed directly to the clients. Fees for our specialized funds are
       generally deducted directly from the funds’ custodian and paid for by capital calls from the funds’
       investors.

Hamilton Lane | Form ADV Part 2A                                                                               8

       Specialized Funds

       Since 1997, we have sponsored primary funds, secondary funds, direct investment funds,
       strategic opportunities funds, social and environmental impact funds and Small Business
       Investment Company funds. The terms of each fund vary. We have described below the key terms
       of these funds.

       In addition, we sponsor funds designed to provide investors periodic liquidity, which primarily
       invest in secondaries and direct investments (the “evergreen funds”). Certain of these evergreen
       funds are marketed to investors outside of the United States, and in the United States, we offer
       similar vehicles for U.S. investors, which are registered under the Securities Act and as an
       investment company under the Investment Company Act of 1940, as amended (“Investment
       Company Act”).

       Capital Commitments. Investors in our specialized funds, other than the evergreen funds, generally
       make commitments to provide capital at the outset of a fund and deliver capital when called upon
       by us, as investment opportunities become available and to fund operational expenses and other
       obligations. The commitments are generally available for investment for three to six years, during
       what we call the investment period. However, our strategic opportunities funds have one- to two-
       year investment periods. We typically have invested the capital committed to our funds, other than
       our strategic opportunities funds, over a three- to five-year period. Investors in the evergreen funds
       fund their investment at the time of subscription, and the proceeds may be invested by the funds
       at any time.

       Structure. We conduct the management of our specialized funds, other than the evergreen funds,
       primarily through structures in which limited partnerships (or series thereof) organized by us
       accept commitments or funds from investors. The investors become limited partners in the funds
       and a separate entity that we form and control acts as the general partner. Our capital
       commitment to the fund is generally 1% of total capital commitments. Responsibility for helping
       a fund’s general partner with all aspects of the day-to-day operations of the fund generally is
...

Item 7. Types of Clients

       Hamilton Lane provides investment advice to private investment funds, discretionary separate
       accounts, and non-discretionary advisory accounts, as well as regulated investment companies.
       Private investment funds are investment partnerships or other investment entities formed under
       domestic or foreign laws and operated as investment pools exempt from registration under the
       Investment Company Act of 1940, as amended. The investors participating in the Hamilton Lane’s
       private investment funds, separate accounts and advisory accounts include pension plans, state
       or municipal government entities, banks, sovereign wealth funds, family offices, endowments,
       foundations, religious organizations, charitable organizations, other investment advisors,
       corporations, and insurance companies. Investors in our funds are institutional investors, except
       for a small number of commingled funds that include institutional, high net worth and
       sophisticated investors. We offer the Cobalt LP solution to private equity investors who may or
       may not utilize our other private equity services.

       Initial and additional subscription minimums for our products are disclosed in their offering
       documents.

Hamilton Lane | Form ADV Part 2A                                                                                    15