Hamilton Square Partners Management LP

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Hamilton Square Partners Management LP
CRD #338881
SEC #801-135436
CIK #
AUM 319.3 M (2026-05-14)
Employees 5 (100% Investors, 0% Brokers)
Fees
Minimum
Phone646-649-6790
Address666 3rd Ave, 6th Floor
New York, NY 10017
Source [IAPD] [Website] [LinkedIn]
Total AUM ($M)
3502802101407002010201520212027
Fees and Compensation — Form ADV Part 2A (5/14/2026) [Brochure]
Item 5: Fees and Compensation

Management Fee

As an investment adviser to the Funds, as governed by the Offering Documents for the Funds,
Hamilton Square receives a Management Fee.

Biotech Private Funds

The Biotech Private Master Fund will pay Hamilton Square an annual Management Fee that is payable
quarterly in advance on the first day of each calendar quarter, equal to 2.0% (0.50% quarterly).

Synapse Funds

The Synapse Master Fund will pay Hamilton Square an annual Management Fee that is payable quarterly
in advance on the first day of each calendar quarter, equal to 1.25 to 2.0% (0.3125% to 0.50% quarterly)
depending on the particular class of interest of the Synapse Feeder Funds.

Management Fees are generally prorated for partial periods. Once paid, Hamilton Square will return
to the relevant Fund(s) for payment to, or credit to the capital account of, the withdrawing Investor,
an amount equal to the pro rata portion of the Management Fee.

Hamilton Square may reduce, waive, or calculate differently the Management Fee for certain Investors
in the Funds. It is anticipated that no Management Fee will be paid with respect to interests held
(directly or indirectly) by or for the benefit of the Principal, employees of Hamilton Square, the General
Partners, or their affiliates, or immediate family members of such parties.

SMA Clients

Hamilton Square is compensated for its SMA investment advisory services with either (i) an annual
Management Fee (payable on a quarterly basis) based upon the assets under management for each
Client Account and/or (ii) an expense reimbursement for agreed upon expenses. An SMA Client’s
specific fee schedule and amount is detailed in the executed Investment Management Agreement
between Hamilton Square and the SMA Client. Hamilton Square may invoice SMA Clients either in
advance or as of the end of a particular month or calendar quarter. The SMA Client will generally pay
Hamilton Square directly via a wire transfer.

Other Fees and Expenses

Organizational and Offering Expenses of the Funds

The Funds will bear all of their Organizational and Offering Expenses on a pro rata basis and will
reimburse Hamilton Square, the General Partners, and/or the Principal, as applicable, to the extent
that any of them bears organizational or offering expenses on behalf of the Funds. Such organizational
and offering expenses will include, without limitation, all costs and expenses incurred in connection
with the Funds’ formations and the marketing, offering, and sale of the interests, including, but not
limited to, legal and accounting fees and expenses, registration fees, filing fees, and all costs and
expenses incurred in connection with the preparation of offering and organizational documents,
marketing and similar materials, and drafting and negotiating contracts with service providers in
connection with the launch of the Funds.

Hamilton Square Partners Management, LP                                       Form ADV Part 2A

Operating Expenses

In general, the Funds (and in certain circumstances the SMAs) will bear all of their operating expenses
on a pro rata basis (collectively, the “Fund Expenses”), which expenses will include, without
limitation: (a) Organizational and Offering Expenses; (b) expenses associated with all investments and
transactions considered, evaluated, and/or consummated by the Funds, as well as overall consideration
and evaluation of the Funds’ portfolio, including, without limitation, those expenses incurred before
the initial closing of the Funds, including, without limitation, expenses associated with sourcing,
negotiating, investigating, researching, financing, and structuring of investments and potential
investments, whether or not consummated, analysis, third-party research, data (including, without
limitation, market data, risk data, factor data, big data, and alternative data), analytics, modeling, risk,
structuring, pricing, execution, and other third-party information systems, including, without
limitation, installation and maintenance, information technology hardware, software, or other
technology and service fees (including, without limitation, the expenses with respect to data, data
feeds, subscriptions, expert networks, political intelligence providers, and reports); (c) the costs of
research-related computer hardware and software, including, without limitation, Bloomberg terminals
and subscriptions and other market information systems, as well as the costs of research management
systems and corporate access tracking systems; (d) the costs of Hamilton Square’s portfolio
management system and any other software used for accounting and/or monitoring of the portfolio,
including, without limitation, subscriptions relating to, among other things, trading and order
management systems and services; (e) expenses associated with holding, financing, monitoring, hedging,
maintaining, and disposing of all investments of the Funds and all transaction and other costs associated
therewith, including, without limitation, expenses associated with proxy research and voting services;
(f) travel and entertainment and related expenses for research and investment purposes; (g)
professional fees associated with investments and potential investments, including, without limitation,
consulting, due diligence, accounting, valuation, financial, legal, and other advisory fees and expenses;
(h) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges, bank
service fees, and similar fees and expenses associated with the acquisition, disposition, and settling of
investments and potential investments, including, without limitation, in connection with outsourced
trading; (i) expenses associated with legal and regulatory filings of the Funds in the United States, the
Cayman Islands, or in any other jurisdiction (including, without limitation, pursuant to Sections 13 and
...
Account Minimums and Types of Clients — Form ADV Part 2A (5/14/2026) [Brochure]
Item 7: Types of Clients

Currently, Hamilton Square provides investment advice to the Biotech Private Funds, HSq Gemini
SPV, LP, and the SMAs (as described in Item 4 - each SMA is a private fund that is advised by an
independent institutional investment adviser and Hamilton Square has been engaged as a sub-adviser).
Each of the Fund’s Offering Documents sets forth the eligibility criteria for Investors. Subject to the
discretion of Hamilton Square to accept less, the minimum initial investment threshold for the Biotech
Private Funds is $1,000,000 and the minimum initial investment threshold for the Synapse Funds is
$250,000. Additional subscription minimums are disclosed in the Offering Documents for each Fund.

Onshore Fund Investors

Each Investor in a U.S. domiciled Fund generally must be (i) an “accredited investor”, as defined in
Regulation D under the U.S. Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified
purchaser”, as defined in the U.S. Investment Company Act of 1940 (the “Company Act”), or a
“knowledgeable employee”, as defined under Rule 3c-5 of the Company Act and must meet other
suitability requirements. Interests may not be purchased by non-resident aliens, foreign corporations,
foreign partnerships, foreign trusts or foreign estates, all as defined in the Internal Revenue Code. The
Subscription Agreement contains representations and questionnaires relating to these qualifications.

Offshore Funds

Each Investor in an Offshore domiciled Fund (i.e., Cayman Islands) generally must be either (i) a non-
U.S. Person or (ii) a Permitted U.S. Person that qualifies as an “accredited investor,” as defined in
Regulation D under the Securities Act, and either a “qualified purchaser,” as defined in the Company
Act, or a “knowledgeable employee,” as defined under Rule 3c-5 of the Company Act, and must meet
other suitability requirements. The Subscription Agreement contains representations and
questionnaires relating to these qualifications.

Hamilton Square Partners Management, LP                                       Form ADV Part 2A
Type Form D Funds Date Sold AUM
PE Hamilton Square Biotech Partners LP [2026-01-28] 0.5 M 24.1 M
Filed 2025-11-13 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
Other HSQ Gemini SPV LP [2026-01-28] 5.2 M 5.2 M
Filed 2025-07-29 (D) · Exemption 506(b), 3(c), 3(c)(1) · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
AUM Breakdown Accounts AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 6 319.3
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 6 319.3
By Discretionary
Discretionary 6 319.3
Non-Discretionary 0 0.0
Total 6 319.3
By Non-United States Persons
Non-United States Persons 23.5
United States Persons 295.8
Total 6 319.3
Form D Directors Role # Filings # Firms 2011 - 2026
Hamilton Square Partners Management LP Executive Officer 3 2
David Tukey Executive Officer 3 2
Hamilton Square Biotech Partners GP LLC Executive Officer 2 2
Hsq Gemini GP LLC Executive Officer 1 1
Firm Profile (Form ADV)
Discretionary AUM$0.3B
ServesInstitutional
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