Hamilton Lane: investment adviser

We commenced operations as an investment advisor under the name Hamilton Lane Advisors, Inc. in May 1991 and have been registered with the SEC since August 1998. The principal owners of Hamilton Lane Advisors, L.L.C. are HLA Investments, LLC, a company owned by senior members of our management and several private investors, and Hamilton Lane Incorporated, a public company traded on NASDAQ under the ticker symbol “HLNE.” We currently have approximately 785 employees, including approximately 265 investment professionals, operating across 23 global offices serving our clients throughout the world. We offer a variety of investment solutions to address our clients’ needs across a range of private markets, including private equity, private credit, real estate, infrastructure, real assets, growth equity, venture capital and impact investing. These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct investments alongside such funds and acquisitions of secondary stakes in such funds, with a number of our clients utilizing multiple investment types. These solutions are offered in a variety of formats covering some or all phases of private markets investment programs:

Customized Separate Accounts: We design and build customized portfolios of private markets funds and direct investments to meet our clients’ specific portfolio objectives with regard to return, risk tolerance, diversification and liquidity. We generally have discretionary investment authority over our customized separate accounts.

Specialized Funds: We organize, invest and manage commingled specialized primary, secondary and direct investment funds. Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms, as well as shorter duration, opportunistically oriented funds. We launched our first specialized fund in 1997. Since then, our product offerings have grown steadily and now include evergreen offerings that primarily invest in secondaries and direct investments in equity and credit and are available to certain high-net-worth individuals.

Advisory Services: We offer non-discretionary investment advisory services to assist clients in developing and implementing their private markets investment programs. Our investment advisory services include asset allocation, strategic plan creation, development of investment policies and guidelines, the screening and recommending of investments, the monitoring of and reporting on investments and investment manager review and due diligence. Our advisory clients include some of the largest and most sophisticated private markets investors in the world.

Distribution Management: We offer distribution management services to our clients through active portfolio management to enhance the realized value of publicly traded stock they receive as distributions in-kind from private equity funds.

Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting and investment monitoring services, usually bundled into our broader investment solutions offerings, but also on a stand-alone, fee-for-service basis. We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database for transparency and powerful analytics. Our data, as well as our benchmarking and forecasting models, are accessible through our proprietary technology solution, Cobalt LP, on a stand-alone, subscription basis.

Investment Types We provide our clients with access to private markets investment opportunities diversified across financing stages, geographic regions and industries through the investment types described below.

Primary Investments. Primary investments are investments in private markets funds at the time the funds are initially launched. The investments take the form of a capital commitment, where the fund will call capital from investors over time as investments are made. At the time we commit capital to a fund on behalf of our specialized funds or customized separate accounts, the investments that the fund will make are generally not known and investors typically have very little or no ability to influence the investments that are made during the fund’s investment period. Primary funds usually have a contractual duration of between 10 and 15 years, with the capital typically deployed over a period of four to six years. For advisory and customized separate account clients, our investment recommendations and decisions are designed to achieve specific portfolio construction and return objectives mutually developed by us and our clients. Subject to specific client investment guidelines, we rarely invest in “first time” funds unless the management team has previously worked successfully together and built a credible and impressive track record.

Secondary Investments. The private secondary market is a largely unregulated market in which buyers and sellers directly negotiate the terms of transactions. The private secondary market has grown dramatically in the last 20 years and today provides a reliable liquidity option for owners of private markets interests across the entire spectrum of strategies as well as attractive buying opportunities for secondary investors. Institutional

investors utilize the secondary market for strategic portfolio rebalancing, rationalizing overlapping positions resulting from mergers and acquisitions or providing liquidity when facing cash constraints. As private markets have evolved, so too have the needs and objectives of both limited partners and general partners. Today, the secondary market extends beyond purchases of existing limited partner interests and now includes a number of liquidity solutions that include, but are not limited to, continuation funds, single-asset purchases and strip sales.

Direct Investments. Direct investments (formerly referred to as “co-investments”) are direct equity or credit investments alongside private markets funds in underlying portfolio companies. This strategy aims to partner with leading fund managers to invest capital directly into the companies, generally on the same terms as the lead general partner. Our direct investment strategy starts with actively soliciting the managers of private markets funds in which we have made investments to offer our specialized funds and customized separate accounts direct investment opportunities that may arise from their investment operations.

The investment team analyzes and considers each deal to select those opportunities that best suit the direct investment funds’ investment objectives and create an appropriate diversity of investment type, industry, geography and manager. We generally make direct investments on a parallel basis with the private markets funds and managers leading the investments, by purchasing similar securities on similar terms with exit provisions that allow the direct investment funds through which we invest to realize their investments at the same time and on a pro rata basis. Investment Process and Monitoring Our investment teams are generally organized by investment type (primary, secondary and direct investment), asset class, or strategy and functional area. The direct investment team is further specialized with separate teams that focus on equity or credit. We also have a specialized asset class and strategy teams that analyze all investment types related to infrastructure, real estate, venture capital and growth equity opportunities. Our dedicated impact team is embedded within our Direct Equity team and works on our impact strategy, partnering with relevant asset class specialists on intersectional opportunities. Each of these teams has its own discrete investment committee, with the exception of our real estate and infrastructure teams, which have a combined committee. Our evergreen portfolio committee oversees the portfolio composition for our evergreen funds with assistance from our portfolio management group and dedicated evergreen portfolio management team. They analyze approved deals from the various investment teams for portfolio construction and fit for the entirety of our evergreen funds. Our investment committees are composed of selected senior professionals from the organization who collectively review, opine on and make the ultimate decision as to the opportunities in which we will invest on behalf of our clients. There is significant overlap among committee members. Our portfolio management group draws upon data analysis to form views at the industry level. Our sustainability team partners across the investment platform, as well as our corporate functions, to develop strategy and advance our responsible investment agenda.

Regardless of the investment type or strategy, our investment process remains generally consistent, detailed and thorough from sourcing to closing. Throughout the years, we have invested heavily and prioritized the ability to share data and information efficiently among all of our investment teams. The teams leverage our technology systems to guide the investment decision process. Our operational due diligence (“ODD”) team is empowered with separate voting rights on each of the firm’s primary fund investment opportunities, which means that we will only proceed with primary investments that are approved by both our investment committees and our ODD team. Each review completed by our ODD team results in a full report documenting each risk area and any existing mitigating factors, our recommendations to each manager and our proprietary riskrating system. As investments are approved by the relevant investment committees, they are allocated among our clients in accordance with our allocation policies under the supervision of our Allocation Committee. The Allocation Committee is composed of senior professionals throughout the organization. Assets Under Management and Advisement As of March 31, 2026, we had total AUA and AUM of approximately $1,047 billion, of which $142 billion represents AUM from our customized separate accounts and specialized funds, and $905 billion represents AUA managed on behalf of our non-discretionary advisory accounts. Our AUM and AUA have distinctive terms and fee arrangements and therefore are presented separately in this section. Discretionary AUM Our discretionary AUM comprise the assets associated with our customized separate accounts and specialized funds. The discretionary AUM does not include the assets associated with our DM Services. We classify assets as discretionary AUM if we have full discretion over the investment decisions in an account. We calculate our AUM as the sum of:

the net asset value of our clients’ underlying investments;

the unfunded commitments to our clients’ underlying investments; and

the amounts authorized for us to invest on behalf of our clients but not committed to an underlying investment.

Non-Discretionary AUA Our non-discretionary AUA comprise assets from clients for which we do not have full discretion to make investments in their account. We generally earn revenue on a fixed fee basis on our nondiscretionary AUA client accounts for services including asset allocation, strategic planning, development of investment policies and guidelines, screening and recommending investments, monitoring and reporting on investments and investment manager review and due diligence. Advisory fees vary by client based on the amount of annual commitments, services provided and other factors.

Wrap Fee Programs We do not participate in or advise any wrap fee programs.

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.

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 twoyear 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 delegated to Hamilton Lane pursuant to an investment management agreement. The material terms of our investment management agreements relate to the scope of services to be rendered by Hamilton Lane to the applicable funds and certain rights of termination. The funds themselves do not register as investment companies under the Investment Company Act, in reliance on exemptions from such registration other than as described with respect to the evergreen funds. Hamilton Lane generally makes all decisions concerning the making, monitoring and disposing of investments pursuant to authority delegated by the specialized fund’s general partner. The investors in the funds take no part in the conduct or control of the business of the funds, have no right or authority to act for or bind the funds and have no influence over the voting or disposition of the securities or other assets held by the funds. These decisions are made by us as the investment manager, typically in our sole discretion pursuant to authority delegated by the general partner, subject to the investment limitations set forth in the agreements governing each fund. The limited partners often have the right to remove the general partner for cause or effect an early dissolution by supermajority vote, or in certain cases by a simple majority vote.

Management Fees. We earn management fees based on a percentage of limited partners’ capital commitments to net invested capital or net asset value in our specialized funds. The management fee during the investment period is often charged on capital commitments and after the investment period (or a defined anniversary of the fund’s initial closing) is typically reduced by a percentage of the management fee for the preceding year or charged on net invested capital or net asset value. In the case of certain funds, we charge management fees on capital commitments, with the management fee increasing during the early years of the fund’s term and declining in the later years. Management fees for certain funds are discounted based on the amount of the limited partners’ commitments, whether the limited partner commits early in the offering period or if the limited partners are investors in our other funds. Management fees would be reduced if any monitoring, consulting, investment banking, advisory, transaction, directors’ or break-up or similar fees are paid to the fund’s general partner, Hamilton Lane Advisors, L.L.C. or any of their affiliates or principals. Duration, Redemption and Termination. Our specialized funds, other than our strategic opportunities funds and evergreen funds, generally terminate 10 to 14 years after either the first or last date on which a limited partner is admitted to the fund, or, in the case of certain funds, terminate on a specified anniversary date. Our main primary, secondary and direct investment funds have an average term of approximately 12 years. Certain of our strategic opportunities funds terminate five years after the last date on which a limited partner may be admitted to the fund. Our funds are generally subject to extension for up to two years at the discretion of the general partner and thereafter if consent of the requisite majority of limited partners or, in some cases, the fund’s advisory committee is obtained. Our evergreen funds do not have a fixed term. Interests in our specialized funds, other than our evergreen funds, are not subject to redemption prior to termination of the funds. Termination or dissolution of the funds and the suspension of their investment periods, however, can generally be accelerated upon the occurrence of certain customary events, including key person events, bankruptcy and similar events and the occurrence of fraud, willful malfeasance or gross negligence and other similar events. Such funds also may be terminated upon the affirmative vote, depending on the fund, of 75% to 85% of the total limited partner interests entitled to vote. Non-discretionary Advisory Services Our AUA comprise assets from clients for which we do not have full discretion to make investments in their account. We generally earn revenue on a fixed fee basis on our AUA client accounts for services including asset allocation, strategic planning, development of investment policies and guidelines, screening and recommending investments, monitoring and reporting on investments and investment manager review and due diligence. Advisory fees vary by client based on the amount of annual commitments, services provided and other factors. Since we earn annual fixed fees from the majority of our AUA clients, the growth in AUA from existing accounts does not have a material impact on our revenues. However, we view AUA growth as a meaningful benefit in terms of the amount of data we are able to collect and the degree of influence we have with fund managers. Our non-discretionary advisory services contracts have various durations ranging from one year

to indefinite terms. A number of our non-discretionary advisory service contracts have initial terms of approximately three years and then renew at the end of the initial term automatically or at the client’s option unless terminated earlier. These contracts can typically be terminated by our clients for any reason upon short notice, generally 30 to 90 days, although some contracts provide for termination on shorter or longer notice or can only be terminated for specified reasons. Nondiscretionary advisory contracts with governmental pension plans typically are subject to a renewal process involving our submission of information in response to a request for proposal (“RFP”) issued by the client. Clients of our Cobalt LP technology product are generally charged an annual subscription fee, which includes provisions for renewal, or notice of cancellation generally at least 60 days prior to renewal, and escalation of fees for an increasing number of users. In some circumstances, we may waive or offset the Cobalt LP subscription fee for clients who pay management fees to us for other services. Distribution Management We enter into written contracts with each of our DM Services clients, including our specialized funds. These clients engage us to manage the liquidation of publicly traded securities that they receive as in-kind distributions from private equity funds in which they are investors. Our agreements provide for either “managed liquidation” where the securities are sold within 90 days after distribution or “active management” where the securities may be sold over a longer period. Distribution management clients are charged basis point fees on either the net proceeds received from the sale of their securities or the aggregate amount of a client’s managed assets and vary depending on whether the account is for managed liquidation or active management services. Alternatively, active management clients may elect an incentive fee structure under which they are charged an asset-based fee plus an incentive fee based on net realized and unrealized gains and income net of realized and unrealized losses. The incentive fee is then credited to a notional account, and we are entitled to a fixed percentage of any positive balance in the notional account on an annual basis. The remaining portion of any positive balance in the notional account is carried forward to the following year. If the incentive fee calculation results in a negative amount in a given year, that amount is applied to reduce the balance in the notional account. We are not required to repay any negative balance in the notional account. Distribution management contracts have varying durations, some with indefinite terms, and typically can be terminated by our clients for any reason generally upon 30 to 90 days’ notice. Some contracts provide for termination on shorter or longer notice. Other Fees and Expenses Client accounts are subject to third party investment expenses (as applicable) such as:

costs and expenses relating to the administration of the client accounts, including accounting, audit, translation, technology, legal, regulatory, compliance (including for compliance with ERISA), financial, advisory, consulting (including services from tax compliance and hedging consultants) and valuation fees

investment banking and appraisal fees

costs and expenses of holding any meetings related to client accounts (including costs of round-trip travel, lodging, meals and other reasonable incidentals of personnel of Hamilton Lane or any of its affiliates attending such meetings)

fees, costs and expenses associated with reporting and providing information to existing and prospective limited partners

the client accounts’ allocable portion (as determined by Hamilton Lane in its reasonable discretion) of fees, costs and expenses relating to the use of third-party vendors and service providers for establishing, developing, improving, populating or maintaining information technology, infrastructure or other similar or related systems (including software, databases and cloud-based services or products) to be used by or for the benefit of the client accounts

fees, costs and expenses associated with the maintenance of books and records of client accounts and the preparation and dispatch of distributions, financial statements, reports and notices required pursuant to client account agreements

fees, costs and expenses incurred in connection with the registration, qualification or exemption of the client accounts under, or compliance with, any applicable laws, rules or regulations, including ERISA, the Alternative Investment Fund Managers Directive 2011/61/EU and anti-money laundering laws (including such fees, costs and expenses of Hamilton Lane specifically relating to the client accounts or its investments)

fees, costs and expenses incurred in connection with the preparation of alterations and amendments to client account agreements

fees, costs and expenses relating to participation by Hamilton Lane employees on limited partner advisory committees (“LPACs”), including the reasonable out-of-pocket expenses incurred by committee members (including costs and expenses of round-trip travel, lodging, meals and other reasonable incidentals of attendees of committee meetings), as well as fees, costs and expenses of counsel retained for LPAC related advice

fees, costs and expenses incurred in connection with any litigation, arbitration or other dispute involving client accounts (including the fees, costs and expenses of any investigation and preparation) and the amount of any judgment or settlement paid in connection with such litigation

fees, costs, expenses and liabilities for, or related to, indemnity or contribution to any person

fees, costs and expenses incurred in connection with administrative proceedings in connection with any audit with respect to taxes

fees, costs and expenses incurred in connection with the dissolution and liquidation of the client accounts

all taxes, expenses and other amounts incurred on account of taxes (including any related interest, penalties and additions to tax as well as amounts in relation to FATCA or any similar applicable law or regulation (including the Common Reporting Standard)

fees or other governmental charges in respect of the client accounts

“broken deal” expenses, including all out-of-pocket fees, costs and expenses related to sourcing, identifying, evaluating, investigating, structuring, negotiating, acquiring, purchasing, holding, operating, monitoring and selling or otherwise disposing of, and other activities associated with, investments or proposed investments that are not consummated, including legal, tax, accounting, investment banking, appraisal, translation, consulting (including services from tax compliance and hedging consultants), insurance, financial advisor and other professional fees, costs and expenses

travel, accommodation, meal, entertainment and industry conference fees, costs and expenses

brokerage commissions and other finder’s fees

termination, topping, break-up and other similar fees, and other transaction fees, costs and expenses

administrator fees, costs and expenses

custody fees, costs and expenses

valuation fees costs and expenses

fees, costs and expenses associated with monitoring, managing and disposing of investments

fees, costs and expenses associated with financing, refinancing, pledging, hedging or dispositions, or proposed financing, refinancing, pledging, hedging or dispositions of all or any portion of investments

fees, costs and expenses related to structuring and maintaining any investment vehicles

any withholding, transfer or other taxes, including any interest, penalties and additions to tax, imposed on client accounts

all principal, interest, fees, costs and expenses and other amounts (including those related to arranging and negotiating any credit facility or other financing, which includes, if applicable, fees, costs and expenses of lenders’ counsel associated with such transactions) payable in respect of or in connection with borrowings, financings, guarantees, hedging or other derivative transactions, or the provision of security interests or other collateral

all fees, costs and expenses of acquiring and maintaining insurance policies

Client assets may be invested in pooled investment vehicles. In these cases, clients will bear their pro rata share of the underlying fund’s operating and other expenses. In certain cases, the underlying funds will structure investments through alternative investment vehicles or parallel vehicles. Clients that invest through any of these vehicles will bear their pro rata share of the expenses of the applicable vehicles. Certain client accounts are also subject to Fund Administrative Expenses, which will be set out in

each fund’s agreement with Hamilton Lane. “Fund Administrative Expenses” means the cost of and expenses related to internal personnel of Hamilton Lane, including (to the extent permissible under ERISA, if applicable) the compensation (including salary, bonus, payroll taxes and benefits) and allocable overhead of personnel of Hamilton Lane or the general partner providing legal, regulatory, tax, investment monitoring, valuation, accounting, operations, compliance, information technology or other services; provided that (i) such services would be partnership expenses if such services were provided by third-party service providers, (ii) the general partner believes in good faith that (A) it is in the interests of the partnership to have in-house personnel perform such services and (B) the costs in respect of providing such services to or for the benefit of the fund does not exceed customary market rates that would be charged by third parties for similar services, and (iii) during any period in which the fund is deemed to hold “plan assets” subject to ERISA, the aggregate amount charged in respect of such services does not exceed the amount of such costs attributable to the performance of such services by internal personnel of Hamilton Lane, determined consistent with the requirements of ERISA. Prepayment of Fees Clients may pay Hamilton Lane’s fees in advance. The client’s obligation to pay fees ceases upon the termination of the client’s agreement or, in the case of a fund, the final distribution of the fund. Fees paid but not earned by Hamilton Lane are returned to the client in accordance with the terms of the client’s agreement.

To the extent that our primary funds also directly make secondary investments and direct investments, they generally earn carried interest equal to a fixed percentage of net profits, subject to a compounded annual preferred return in respect of those investments. Carried interest from these primary funds is earned on a “full return” basis when all invested capital and the applicable preferred return has been received or on a “deal-by-deal” basis when all capital invested, and the applicable preferred return has been received either on all realized investments or on each individual investment. For each of our secondary funds, direct investment funds, strategic opportunity funds and evergreen funds, we generally earn carried interest equal to a fixed percentage of net profits, subject to a compounded annual preferred return that varies based on fund type. In our secondary funds, we generally earn carried interest on a full-return basis. In the case of certain of our direct investment funds, strategic opportunity funds and evergreen funds, we earn carried interest on a deal-by-deal basis.

If, upon the final distribution of any of our specialized funds from which we earn carried interest, we and our affiliates have received cumulative carried interest in excess of the amount to which we would be entitled from the profits calculated for such investments in the aggregate, or if the limited partners have not received distributions equal to those to which they are entitled, the carried interest recipient will typically return such part of any carried interest to the limited partners as is necessary to ensure that they receive the amounts to which they are entitled, less taxes on the carried interest. We refer to these provisions as “clawbacks.” Most of our funds that provide for carried interest require a full return of capital and expenses to investors before any carried interest is paid to us, which minimizes the risk of a clawback obligation. Performance fees are based on the aggregate amount of realized gains earned by the applicable customized separate account, subject to the achievement of defined minimum returns to the clients. Performance fees are based on a fixed percentage of net profits, subject to a compounded annual preferred return that varies by account. We do not generally recognize performance fees unless the risk of clawback or reversal is not probable. The allocation of carried interest or the payment of performance or incentive fees to Hamilton Lane creates an incentive for Hamilton Lane to make investments that are more speculative than would be the case in the absence of performance-based compensation, or to overstate their valuation, which would benefit Hamilton Lane. Hamilton Lane charges different fees to different clients, including clients with similar or substantially the same investment objectives, and some clients may have economic terms that are individually or in the aggregate more favorable than those of other clients. This creates an incentive for Hamilton Lane to favor clients from which it receives higher compensation, including in the allocation of investment opportunities. Hamilton Lane has adopted policies and procedures reasonably designed to ensure that investments are allocated to all clients on a fair and equitable basis.

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.

At the time we commit capital to a fund on behalf of our clients, the investments that the fund will make are generally not known and investors typically have very little or no ability to influence the investments that are made during the fund’s investment period. Primary funds usually have a contractual duration of between 10 and 15 years, with the capital typically deployed over a period of four to six years. Our due diligence process for primary investments focuses on a wide variety of criteria and emphasizes the elements of risk and financial analysis that distinguish private funds from the more conventional asset classes. The due diligence process consists of: (i) multiple screenings of the fund managers; (ii) questionnaires and various methods of financial analysis; (iii) meetings with the fund managers; (iv) visits to the fund managers’ offices; and (v) preparation of a final investment report. Areas examined during the due diligence process include the fund’s investment strategy, compensation structure, track record and conflicts and reference checks, as well as a review and evaluation of each manager’s operational infrastructure, personnel, and policies and procedures. Investment opportunities are either declined or approved by the relevant investment committee for that strategy, which convenes at multiple points throughout the diligence process— and, for primary fund investments, must also be separately approved by our Operational Due Diligence team based on its assessment of each manager’s operational infrastructure. Hamilton Lane seeks to prudently diversify primary investments for accounts and funds by investment sub-strategy, which may include buyout, venture capital, real assets, and special situation (specialty, multi-stage, mezzanine, or distressed debt) funds, geography (U.S., Europe, and Asia) and vintage year, subject to applicable investment guidelines. Secondary Investments Secondary investments refer to investments in private funds that are purchased from existing investors in the funds. Secondary investments may also include investments in companies directly. Secondary investments are examined utilizing a proprietary financial model designed specifically for evaluating private funds and portfolio companies in secondary transactions. Hamilton Lane performs a “bottom-up” analysis of each potential secondary investment. The bottom-up analysis evaluates current values and projects future values for portfolio companies within a fund. These values are generated using several methodologies, including comparable public company values, discounted cash flow analysis and historical merger and acquisition

statistics. This review includes historical returns, average holding periods, investment style and risk profile. These two separate analyses are considered collectively when determining an offering price for a secondary investment portfolio. All secondary transactions are approved by Hamilton Lane’s Secondary Investment Committee. Hamilton Lane seeks to maximize return on capital multiples and internal rate of return by pursuing diversified secondary investments. These investments include transactions involving a single fund/company or a portfolio of funds/companies. Target investments may be fully funded or have a significant amount of capital remaining to be drawn. We generally will engage in transactions directly with counterparties but also may participate in transactions with other secondary funds. Direct Investments Direct investments refer to investments in the equity or debt of operating companies together with one or more other private equity funds managed by other sponsors. We seek to achieve substantial capital appreciation through direct investments in the equity of operating and financial companies in leveraged buyouts, recapitalizations, and growth equity financings, and seek to achieve attractive levels of current income and cash distributions from debt investments. We also seek to diversify direct investments by investing over a multi-year period and in different geographical regions. Due diligence on direct investment opportunities begins with a review of the information regarding the investment opportunity provided by the lead sponsor and may include some or all of the following: (i) meeting and interviewing management or company personnel, (ii) meetings and discussions with the lead sponsor and review of materials the lead sponsor has developed to evaluate the investment and (iii) engagement of legal, tax and accounting advisors when appropriate. We also conduct industry and competitive analysis and a risk analysis on investment opportunities. Opportunities that pass the initial diligence process undergo a financial and valuation review using both the lead sponsor’s and Hamilton Lane’s financial models. A detailed view of the company’s financial structure and investment return projections are normally assembled at this stage as well. Throughout the due diligence process, our Direct Equity or Direct Credit investment team provides regular updates to the Investment Committee on the progress of the analysis. Once the analysis is completed, the investment team compiles a final report summarizing the results of the due diligence and financial analysis and presents the opportunity to the Investment Committee for a final decision. After the Investment Committee approves a direct investment and the transaction closes, the Direct Equity or Direct Credit investment team monitors the ongoing performance of the investee company. The monitoring function is conducted by a Hamilton Lane investment professional holding a seat on the company’s board of directors, exercising board observation rights, or regularly conferring with the lead private equity sponsor of the company. Additionally, Hamilton Lane receives financial results for the investee company on a regular basis. Responsible Investment We believe that building responsible practices and sustainable investing capabilities is imperative

to building long-term value in a rapidly changing and increasingly complex world where many countries, communities and individuals are demanding that their investment exposures are increasingly aligned with their views on the topic. We have a long history of innovating across private markets to deliver to our clients and investors solutions that serve their varied needs. Within Responsible Investment (“RI”), we have observed a parallel market trajectory with investors requiring a variety of offerings and tailored solutions based on policies, regulations, investment views, and stakeholder alignment, among other reasons. We continue to invest in our capabilities to deliver enhanced transparency within traditional portfolios and to serve those with more advanced responsible investment and sustainability-related requirements. We integrate RI, ESG and climate factors into our investment process and consider the financial impact of these underlying factors when making investment decisions. As long-term investors, we also seek to mitigate the risks within our portfolio, pledging to reach net zero emissions by 2050 or sooner across our discretionary assets under management. As an important first step towards this goal, we became a signatory to Initiative Climate International (“iCI”) in 2022. iCI is composed of a platform of leading private equity investors and firms dedicated to understanding and reducing carbon emissions of private equity-backed companies. We gather data on RI, ESG and climate factors, and generate derivative data through our investment process to qualify investments for investment products and solutions with strategic sustainability requirements. In our due diligence process, we collect and assess data on general partners’ sustainability practices, including through the use of Novata, a technology platform for sustainability data collection and benchmarking in the private markets. We believe that tracking sustainability-related data, alongside building tools to assess our deal flow and practices through other frameworks and lenses, has advanced our capabilities to deliver solutions, transparency and insights for investors focused in this area. Our RI committee governs our approach, including acting as the investment committee for impact investments. As we evolve, we will continue to review and revisit our approach. While we do not anticipate changing our broad views around the importance of responsible investing and taking a financial materiality approach to considering RI, ESG and climate factors within our investment process, we may evolve our policies and procedures in the future. Cobalt LP Cobalt LP offers users the ability to assess portfolio performance, perform fund due diligence and benchmark analysis, and run cash flow projections using a cash flow forecasting tool (the “Horizon Model”). The Horizon Model analyzes a client’s portfolio and utilizes an algorithmic approach to assist in forecasting future cash flows and estimating changes in portfolio value over time. The Horizon Model helps users create an annual commitment pacing plan that is designed to help achieve and maintain their desired private equity exposure in their overall portfolios. The Horizon Model also enables clients to help manage liquidity risk and determine expected growth and cash flow rates using flexible sensitivity analysis.

DM Services Distribution Management (“DM Services”) refers to the process of evaluating and eventually liquidating public equities received by limited partners when a private equity fund chooses to distribute publicly traded stock to the limited partners instead of cash. Hamilton Lane provides DM Services to clients for an additional fee. We offer two strategies, Managed Liquidation, where the securities are sold within 90 days after distribution and Active Management, where securities may be sold over a longer period. For both strategies, the DM Services team (“DM Team”) use their close ties to the private equity community to research companies that they believe have a high probability of being distributed to limited partners. The DM Team use both a bottom-up and top-down approach when conducting their research on publicly traded companies. They review management teams, strategy and operating models, cash positions, company-specific milestones, lock-up expiration dates, market opportunities and public earnings releases. Based upon their research, the DM Team form near and long-term opinions with price targets for these companies. After conducting this research and forming their company-specific opinions, the DM Team seek to find liquidity opportunities as they deem appropriate without adversely affecting the equity price in a highly competitive selling environment. Investment Risks Reliance on Underlying Fund Sponsors Hamilton Lane invests on behalf of clients primarily in private equity funds and companies sponsored and managed by third parties. Hamilton Lane does not have an active role in the management of the assets of the underlying funds or companies, including the valuation by the underlying funds of their investments. Hamilton Lane’s ability to withdraw from or transfer interests in such funds and companies is limited. Further, the performance of each investment made by Hamilton Lane depends significantly on decisions made by third parties, which could adversely affect the returns achieved by Hamilton Lane. Identification and Availability of Investment Opportunities The success of the funds and separate accounts managed by Hamilton Lane depends on the identification and availability of suitable investment opportunities. The availability of investment opportunities will be subject to market conditions and other factors outside the control of Hamilton Lane. Past returns of funds and separate accounts managed by Hamilton Lane have benefited from investment opportunities and general market conditions that may not recur, including favorable borrowing conditions in the debt markets, and there can be no assurance that underlying funds will be able to avail themselves of comparable opportunities and conditions. There can be no assurance that the underlying funds will be able to identify sufficient attractive investment opportunities to meet their investment objectives. An investment in private equity should only be considered by persons who can afford a loss of their entire investment. Past performance of investments associated with Hamilton Lane is not necessarily indicative of future results and

there can be no assurance that each fund or separate account managed by Hamilton Lane will attain performance that is comparable to investment performance achieved by Hamilton Lane for its other clients included in the performance record. Illiquid Investments The underlying funds and direct investments selected by Hamilton Lane are highly illiquid, longterm investments. Clients should not expect to be able to transfer their interests in, or to withdraw from, the underlying funds or funds managed by Hamilton Lane. In addition, the investments of the underlying funds generally will be investments for which no liquid market exists or will be subject to legal or other restrictions on transfer. Underlying funds may face reduced opportunities to exit and realize value from their investments in the event of a general market downturn or a specific market dislocation. As a consequence, an underlying fund may not be able to sell its investments when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. Furthermore, under certain circumstances, distributions may be made by the underlying funds to limited partners in kind and could consist of securities for which there is no readily available market. Leverage Underlying funds may employ significant leverage in connection with certain investments. Leverage generally magnifies a fund’s opportunities for gain and its risk of loss from its investment activities. In addition, the portfolio companies of the underlying funds are typically leveraged, which will cause them to be adversely affected by increases in interest rates and may make them less able to cope with changes in business and economic conditions. Certain funds managed by Hamilton Lane may also employ leverage. The use of leverage will result in interest expense and other costs that may not be covered by distributions made to the funds utilizing leverage and may result in unrelated business taxable income. Risks Associated with Portfolio Companies of Underlying Funds The portfolio companies in which the underlying funds have invested or may invest may involve a high degree of business and financial risk. These companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, may have a high level of leverage, or may otherwise have a weak financial condition. In addition, these portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Portfolio companies in non-U.S. jurisdictions may be subject to additional risks, including changes in currency exchange rates, exchange control regulations, risks associated with different types (and lower quality) of available information, expropriation or confiscatory taxation and adverse political developments. In addition, during periods of difficult market conditions or slowdowns in a particular investment category, industry or region, portfolio companies may experience decreased

revenues, financial losses, difficulty in obtaining access to financing and increased costs. During these periods, these companies may also have difficulty in expanding their businesses and operations and may be unable to pay their expenses as they become due. A general market downturn or a specific market dislocation may result in lower investment returns for the underlying funds in which a Client invests, which would adversely affect investment returns. Non-U.S. Investments Depending upon the investment strategy of a particular fund or separate account, Hamilton Lane may make investments outside of the United States, including in emerging markets. Generally, investments in non-U.S. markets may have risks associated with political and regulatory changes, changing economic conditions, legal and tax regulations, foreign currency and exchange markets, changes in or differing accounting standards, lack of liquidity or volume in emerging markets, reliance on local intermediaries and restrictions on the repatriation of capital and profits. Limited Availability of Information Due to confidentiality concerns, certain underlying funds may not permit Hamilton Lane to fully disclose information regarding the underlying fund’s investment strategies, investments, risks, or prior performance. In addition, certain underlying funds may provide limited information regarding their investment strategies or investments. Accordingly, in certain circumstances, limited partners may not have sufficient information to evaluate to their full satisfaction the risks of investing in a fund offered by Hamilton Lane, and the manner in which the capital they have contributed to the fund has been invested. Valuation In light of the illiquid nature of the portfolio companies, and of the interests in the underlying funds and direct investments, any valuation made by Hamilton Lane of any of the underlying funds or direct investments will be based on Hamilton Lane’s good faith determination as to the fair value of those interests. There can be no assurance that the values assigned in good faith by Hamilton Lane will equal or approximate the price at which they may be sold or otherwise liquidated or disposed of from time to time. Competition for Access to Investment Funds and Other Investments Hamilton Lane seeks to maintain excellent relationships with the general partners and managers of investment funds in which they have previously made investments and the sponsors of investments that might provide the opportunity for direct investments. However, because of the number of investors seeking to gain access to underlying funds and direct investment opportunities managed or sponsored by the top performing managers, there can be no assurance that Hamilton Lane will be able to secure the opportunity to invest on behalf of its clients in all of the investments it selects, or that the size of the investments available to Hamilton Lane and its clients will be as large as it would desire. Access to opportunities to make secondary investments is also highly competitive and is often controlled by a limited number of general partners and intermediaries.

Cobalt LP Data Accuracy Cobalt LP is comprised of data received from Hamilton Lane, Freedom of Information Act (“FOIA”) requests and other third-party sources that Hamilton Lane believes to be reliable, but the accuracy of such information cannot be guaranteed. Clients may access the historical data within Cobalt LP to perform various functions such as portfolio analysis, fund due diligence and peer benchmarking. The historical data within the system is not intended to favor one investment strategy over another and should be used for analysis purposes only. Horizon Model Clients may also run cash flow projections using Cobalt LP’s Horizon Model. The Horizon Model generates forward-looking portfolio returns and cash flow data. The Horizon Model’s output may differ materially from the actual results achieved. The assumptions used in the Horizon Model are derived from historical private equity investment returns and are designed to demonstrate potential behaviors of private equity investments over time. The expected behavior of an investment will vary based on its style, focus, maturity, current asset value and funded status. The Horizon Model also has the ability to simulate various market conditions by applying a scenario within the algorithm when generating forward-looking portfolio returns and cash flow data. The scenarios are intended to show the potential influence that economic cycles may have on the cash flow characteristics of investments. The Horizon Model is not intended to predict future performance and should not be used as the basis for an investment decision. The Horizon Model does not provide security-specific (i.e., individual private equity fund) information. DM Services Equity Securities Accounts managed by Hamilton Lane’s DM Services business may hold positions in common stocks of U.S. and foreign issuers. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than larger, more established companies because these securities typically are traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. Digital Assets and Distributed Ledger Technology Hamilton Lane and the funds it manages are exposed to risks related to distributed ledger technology and the financial products that use it, including blockchain, cryptocurrencies, and other digital assets. These risks arise through Hamilton Lane’s offering of funds and other products in tokenized formats, its reliance on companies that use or develop distributed ledger technology, and the use of such technology by third-party vendors, clients, counterparties, and other financial intermediaries with whom we transact. Although the prevalence of such technologies is growing,

they remain new, may be vulnerable to cyberattacks, and may have other inherent technological weaknesses. Market volatility of financial products using distributed ledger technology may increase these risks and may expose Hamilton Lane and its clients to increased compliance and regulatory risks. There is no assurance that Hamilton Lane’s tokenization initiatives will succeed or that they will not give rise to additional regulatory, operational, or reputational risks. Retail Investor Expansion and Evergreen Fund Risks Hamilton Lane has undertaken and continues to pursue initiatives to expand access to its investment strategies to a broader range of investors, including through the launch of evergreen funds, daily-priced interval funds, and tokenized access to certain of its funds. These initiatives expose Hamilton Lane to heightened litigation, regulatory enforcement, and reputational risks, while also increasing compliance burdens and requiring more complex administration and accounting operations. Distribution of products through retail channels, whether directly or through market intermediaries, may expose Hamilton Lane to allegations of improper conduct or actions by regulators within and outside the United States with respect to, among other things, product suitability, investor classification, conflicts of interest, and adequacy of disclosure. There is no assurance that Hamilton Lane’s efforts to grow assets managed on behalf of retail investors will be successful. In addition, following the August 2025 Executive Order on Democratizing Access to Alternative Assets for 401(k) Investors, new regulatory requirements and competitive dynamics may emerge in connection with the distribution of alternative investment products through defined contribution retirement plan channels. Allocation of Investment Opportunities Hamilton Lane’s policy with respect to allocation of investment opportunities is to treat all clients in a fair and reasonable manner and in accordance with contractual obligations and fiduciary duties. Hamilton Lane’s Allocation Committee and the CCO are responsible for enforcing this policy. Investment opportunities may be appropriate for multiple clients of Hamilton Lane. Subject to the terms of the offering and governing documents of Hamilton Lane’s funds and accounts, no client, whether advisory, separate account, single client fund-of-funds or commingled fund, is favored over any other client for any reason, including but not limited to the fee structure or amount of fees payable to Hamilton Lane by the client, subject to the requirements of specific in-state programs and the terms of certain investment funds managed by Hamilton Lane. Once an investment is approved by the relevant investment committee, the Portfolio Management Group (“PMG”) will utilize appropriate portfolio construction methodologies to analyze the portfolios of all clients currently investing. The analysis will include:

each clients’ investment objectives and risk/return profile

the current market environment

exposure to various investment strategies and geographies

investment opportunities expected to be made available to Hamilton Lane in the coming

months

available capital

such other factors as PMG deems relevant

PMG will recommend the list of clients for whom the investment is proposed to be made, including for each client the proposed dollar amount of the investment, the amount of the allocation requested for all clients, and, for each client for which no allocation is requested, the reason the investment is not appropriate for those clients. PMG will then submit all of the foregoing information to the CCO or his designee for review and approval. On a quarterly basis, the Allocation Committee will review the materials presented by PMG to determine whether investment allocations were made in compliance with Hamilton Lane’s allocation policy. During its portfolio construction analysis, PMG will make subjective judgments and may not necessarily allocate investment opportunities among all of Hamilton Lane’s clients on a pro rata basis. If the aggregate investment opportunity allocated to Hamilton Lane is less than the amount requested by Hamilton Lane for its clients, reductions in allocations are applied pro rata as nearly as practicable. Hamilton Lane is engaged from time to time by state public pension plans and state government related organizations to organize and manage investment programs focused on economic development within a particular state. Accordingly, investment opportunities that meet the requirements of an in-state program will be allocated first to the in-state program and then, to the extent the Allocation Committee deems appropriate to other clients. Similarly, investment funds that have a particular country or regional focus will have first priority for investment opportunities in the applicable country or region. With respect to secondary investments, direct investments (including debt and equity) and real asset investments, the allocation policies for Hamilton Lane’s main direct equity or direct credit investment, secondary and real asset funds provide that investment opportunities sourced by Hamilton Lane that fit the fund’s investment strategy must generally be offered first to the fund, along with any other clients who may invest in a programmatic or formulaic manner alongside such specialized funds, before other clients of Hamilton Lane and in other cases permit investment opportunities to be shared with other clients of Hamilton Lane. Phased-in Changes (Effective as of April 1, 2025) Due to the evolving nature of Hamilton Lane’s business and growing pools of capital, Hamilton Lane has implemented changes to its investment allocations policy, where priority classifications for clients will be removed. Clients established after April 1, 2025 will be subject to the revised allocation policy outlined below, effective after the final investment of the current closed-end fund within the targeted investment strategy. Clients established before April 1, 2025, will continue to be governed by the legacy allocation policy until the final investment of the current closed-end fund within targeted investment strategy, at which point the new policy is effective. The allocation of investment opportunities will be based on a combination of factors, including, but not limited to:

Eligibility Suitability

Pacing Other relevant factors that PMG reasonably determines, which will be documented in the allocation rationale

PMG will allocate commitments proportionally based on each account’s targeted commitment size, taking into account the following factors:

Relative actual or potential exposure of any particular client to the type of investment opportunity in terms of its existing investment portfolio Size, liquidity and duration of the investment opportunity Available capital Tax reasons Regulatory reasons A client’s risk or investment concentration parameters (such as geography, industry, issuer, volatility, leverage, or similar risk metrics) Whether the investment opportunity may subject the client to legal, regulatory, reporting, public relations, or other burdens that make it less likely that the client would act upon the investment opportunity Such other criteria as are reasonably related to the reasonable allocation of a particular investment opportunity

When demand for a particular investment opportunity exceeds the supply, Hamilton Lane will apply pro-rata reduction as reasonably practicable. DM Services Occasions may arise when Hamilton Lane determines that the sale of a particular public security by the DM team is a proper investment decision for more than one client. When this occurs, share prices are averaged and shares are allocated equitably according to each client’s pro-rata participation in the transaction. Shares are never allocated on the basis of the fees charged to each individual client. On occasions when Hamilton Lane decides that the sale of a security is in the best interests of a number of clients, including those with different strategies or fees, Hamilton Lane may aggregate the sale among multiple accounts with the goal of obtaining more efficient executions and lower brokerage commissions. When this occurs, each account will receive the average execution price as well as its pro-rata share of the total sales proceeds. Investments in Different Parts of a Company’s Capital Structure Hamilton Lane may have multiple clients invested in any given underlying fund or portfolio company. Such investments will not always be on the same terms and conditions for all clients. For example, a client may have investments, either directly or indirectly, in an underlying portfolio company at the same time a different client has an investment in the same portfolio company through a different class of security. Such investments may be made by Hamilton Lane in the exercise of its discretionary investment powers over client assets, recommended to a client by Hamilton Lane, or made indirectly by an independent investment advisor of an underlying fund in which a client has invested. Such investments may entitle clients holding one class of securities

in a portfolio company to greater control rights or other rights that differ from those to which other clients that have a direct or indirect investment in the portfolio company are entitled. Such clients may have conflicting interests and investment objectives, and any difference in the terms of the securities held by such clients may raise additional conflicts of interest. For example, a holder of mezzanine debt may be better served by the liquidation of a distressed portfolio company in which it would be paid in full, whereas an equity holder might prefer a reorganization that could increase the chance of creating future value for the equity holders. The involvement of multiple Advisor clients at both the equity and debt levels of a distressed portfolio company could inhibit strategic information exchanges among fellow creditors. In certain circumstances, a client may be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. Additionally, any such investment in different debt securities of the same issuer on behalf of clients whose assets are “plan assets” subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (each, an “ERISA Client”) may require special consideration to Hamilton Lane’s duties under ERISA. Decisions about what action should be taken in a distressed investment situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, are likely to give rise to conflicts of interest, especially in situations where Hamilton Lane has discretionary investment powers over multiple client investments in different levels of the portfolio company’s capital structure. If the investment team is considering having any client invest in an issuer where another client already is invested in (or will concurrently invest in) another class of securities of the same issuer with rights that are not pari passu with the rights of the class of securities in which the investment team proposes to have the client invest, the investment team will consult with the Chief Compliance Officer and members of the legal team. For the avoidance of doubt, no conflict of interest shall arise if the same clients are investing in both the senior and junior securities of the same issuer on substantially the same terms and conditions on substantially the same pro rata basis. The Chief Compliance Officer and/or members of Hamilton Lane’s legal team will consider the following rules in making a final determination as to the best course of action regarding the investment decision: 1. If the LPA/IMA governing either the client making the investment or the client that is already invested in the applicable issuer requires prior notice of, or consent by such client to, such potential conflict, Hamilton Lane will act in accordance with such contract with respect to such client. 2. In making the decision to proceed with an investment in which a conflict may arise, the Chief Compliance Officer and legal team may evaluate the nature of the investments including (i) the relative size of the investment, (ii) whether either investment by a client has voting rights that may direct management of the issuer or control material decisionmaking on behalf of the applicable class of securities, (iii) whether Hamilton Lane has previously disclosed to the applicable clients the potential for such conflicts to arise, and (iv) such other factors that may be reasonably appropriate in light of the transaction dynamics and will comply with any corporate policy governing such conflicts of interest

then in effect. ERISA Safe Harbor If the proposed investment would result in an ERISA Client holding a class of equity or debt securities of an issuer that is subordinate or junior to another class of securities of such issuer held by any other client (a “Potential ERISA Conflict”), then Hamilton Lane will either (x) pursue the investment in accordance with the ERISA Safe Harbor as set forth below, (y) seek the prior consent of the ERISA Client, to the extent not previously obtained, before proceeding with such investment, or (z) receive the express approval of the Chief Risk Officer and the Chief Compliance Officer. In connection with any investment that may result in a Potential ERISA Conflict, Hamilton Lane may proceed with the investment despite the potential conflict so long as (i) the client(s) holding the senior security of the issuer (the “Senior Client”) will hold 15% or less of the senior tranche of securities in the aggregate, (ii) the investment does not constitute greater than 15% of any Senior Client’s capital commitments and available assets (measured, prior to the final closing date, based on the anticipated final fund size as reasonably determined by Hamilton Lane), (iii) the Senior Client will not hold an active position in the relevant company (e.g., participating in steering or creditors’ committees, or seeking to influence negotiations with management or other security holders), (iv) the Senior Client determines at the time of the initial investment that if any vote or action may arise that conflicts with the ERISA Client’s interests in a junior security (as reasonably determined by Hamilton Lane in consultation with the Chief Compliance Officer and legal team), it will not exercise discretionary voting authority but instead shall vote in line with the majority senior holders or in such other non-discretionary manner reasonably determined by the Chief Compliance Officer and legal team (including voting in accordance with an agent or sponsor recommendation), and (v) the Senior Client has provided adequate disclosure to its investors (as reasonably determined by Hamilton Lane) that conflicts of interest may arise in connection with certain investments that may constrain its ability to exercise certain voting or other rights. Notwithstanding the foregoing, with the approval of the Chief Compliance Officer in light of the deal-specific facts and circumstances, the 15% thresholds in the prior sentence may be increased to an amount not to exceed 20% on a case-by-case basis. Conflicts Involving Secondary Transactions Hamilton Lane may have clients participating in the purchase of a privately negotiated transaction in the secondaries market for private funds in which other clients are existing investors in the selling fund. For example, certain clients may purchase or subscribe for interests in an existing private fund (an “Underlying Fund”) or a newly created private fund where other clients are existing investors in such Underlying Fund. Hamilton Lane has established policies and procedures for making decisions on behalf of clients in such situations where conflicts may exist. This policy, which may be updated from time to time, governs the decision-making process for both the buy and sell side of these transactions and, in specified circumstances, a team of Investment Committee members who do not participate in the secondary Investment Committee (the “Review Committee”), will recommend a course of action on behalf of clients that are existing investors in the Underlying Fund. Clients will be treated in accordance with this policy unless either (i) the contractual agreement between Hamilton Lane and a client explicitly provides for a different

approach to conflicts of interest or potential conflicts of interest, in which case the contractual agreement shall govern, or (ii) a discretionary client elects to opt out of automatic application of such procedures by providing written notice to Hamilton Lane, in which case such client will instead receive notice of each proposed decision and the opportunity to make a contrary determination at the time of the applicable transaction. Hamilton Lane may advise ERISA Clients with respect to the types of conflicts of interest described above. As an ERISA fiduciary with respect to its ERISA Clients, Hamilton Lane has, among other duties, a duty of loyalty and is required to discharge its duties with respect to each such ERISA Client solely in the interest of such ERISA Client (and benefit plan investors therein). Any determination with respect to the conflicts identified above on behalf of an ERISA Client may require special consideration for Hamilton Lane’s duties under ERISA. Cross Trades and Principal Transactions A cross trade is a transaction between two or more different clients, each of which is managed by the same advisor (or a person controlling, controlled by, or under common control with the same advisor). A cross trade that involves a client which Hamilton Lane (or its owners, employees, or affiliates) controls will be deemed to be a principal transaction, and therefore subject to Section 206(3) of the Advisers Act. The SEC staff has stated that control of a client may exist where the investment advisor and/or its controlling persons, in the aggregate, own(s) more than 25% of the economic interests of such account or fund. Conditions for Permitting Principal Transactions Principal transactions are generally prohibited unless they are in the clients’ best interests and comply with the conditions outlined below, which seek to mitigate the conflicts inherent in principal transactions. Principal transactions may only be permitted if all of the following conditions are met: (a) Best Interests: Hamilton Lane must determine that the principal transaction is in the best interests of all clients involved in the transaction. (b) Fair and Reasonable Terms: The terms of the principal transaction must be fair and reasonable to the clients. (c)

Pricing: For a principal transaction that is not a warehousing investment 1: The

“Warehousing” generally refers to the practice of accumulating a position in a security on the Advisor’s or a Client’s balance sheet with the intention to potentially subsequently transferring those securities to other Client accounts.

transaction price must be determined based on independent third-party pricing sources or other reliable and objective valuation methodologies. Hamilton Lane will not rely solely on internal pricing models. Examples of independent pricing sources include:

Recent transactions in the same or similar securities;

Quotes from independent brokers or dealers;

Valuations from independent appraisal firms.

For a principal transaction that is a warehousing investment:

The warehoused investment is allocated to clients at the original cost of such warehoused security plus the warehousing party’s carrying costs as set forth in the warehousing client’s governing documents.

(d) Compliance with Fund Documents: The transaction must comply with the governing documents of the clients involved in the transaction or the client must have waived any conflicting provision. (e) Compliance with Applicable Law: The transaction must comply with all applicable laws and regulations, including Section 206(3) of the Advisers Act. (f) Disclosure and Consent: Hamilton Lane will generally disclose potential conflicts related to principal transactions in its Form ADV 2A. Additionally, Hamilton Lane must provide transaction-specific disclosure to clients before the completion of the transaction and must obtain the clients’ consent before settlement of the transaction. This consent must be obtained on a transaction by transaction basis. Consent will be documented and maintained in Hamilton Lane’s records. For commingled fund clients, consent will typically be sought from the fund's independent board of directors or limited partner advisory committee (“LPAC”) 2. Conditions for Permitting Cross Trades Cross trades may only be permitted if all of the following conditions are met: (a) Best Interests: Hamilton Lane must determine that the cross trade is in the best interests of all clients involved in the transaction. (b) Consistent with Investment Objectives: The cross trade must be consistent with the investment objectives, policies, and restrictions of each client involved in the transaction. (c)

Pricing: For a Cross Trade that is not a warehousing investment: The transaction

If an LPAC is designated as having the authority to approve principal transactions and the LPAC is not affiliated with the adviser, then the LPAC may approve such transactions.

price must be determined based on independent third-party pricing sources or other reliable and objective valuation methodologies. Hamilton Lane will not rely solely on internal pricing models. Examples of independent pricing sources include:

Recent transactions in the same or similar securities;

Quotes from independent brokers or dealers;

Valuations from independent appraisal firms.

For a Cross Trade that is a warehousing investment:

In certain cases, Hamilton Lane or a client may warehouse an investment for another client. In the event of a warehousing investment, it is allocated to clients at the original cost of such warehoused security plus the warehousing party’s carrying costs as set forth in the warehousing client’s governing documents.

(d) Compliance with Fund Documents: The transaction must comply with the governing documents of each client involved in the transaction, or the client must have waived any conflicting provision. (e) Disclosure and Consent: Hamilton Lane must generally disclose potential conflicts in its Form ADV 2A and clients’ offering documents. Specific consent for each cross trade is generally not required, provided it is consistent with existing disclosures. However, specific consent may be needed if the cross-trade involves ERISA accounts. Transactions Involving Registered Funds Additional restrictions on principal transactions and cross trades apply when a ’40 Act regulated investment company (“RIC”) is involved. Section 17(a) of the Investment Company Act prohibits principal transactions between a RIC and its investment advisor or any affiliate of Hamilton Lane. Rule 17a-7 under the Investment Company Act provides relief for various types of cross trades and similar transactions, subject to certain conditions. In addition, Section 57 of the Investment Company Act generally prohibits business development companies from effecting or participating in transactions involving conflicts of interest unless certain procedures are satisfied. Contact Compliance to discuss any such proposed transaction. Transactions Involving ERISA Clients Additional restrictions on principal transactions and cross trades apply when an ERISA client is involved. Contact Compliance to discuss any such proposed transaction.

A wholly owned subsidiary of Hamilton Lane Advisors, L.L.C., Hamilton Lane (Japan) G.K., is authorized and regulated by the Kanto Local Finance Bureau and the Securities and Exchange Surveillance Commission of Japan and provides advisory services solely to its parent company. A wholly owned subsidiary of Hamilton Lane Advisors, L.L.C., Hamilton Lane AIFM Ltd., is authorized and regulated by the UK Financial Conduct Authority to function as an alternative investment fund manager under the UK Alternative Investment Fund Managers Directive. A wholly owned subsidiary of Hamilton Lane Advisors, L.L.C., Hamilton Lane Securities LLC (CRD#: 281510/SEC#: 8-69675), is authorized and regulated as a broker-dealer by the Financial Industry Regulatory Authority and as an exempt international dealer by various Canadian securities regulators. A wholly owned subsidiary of Hamilton Lane Advisors, L.L.C., Hamilton Lane (Canada) LLC, is licensed as an Exempt Market Dealer in various Canadian Provinces as well as a Portfolio Manager and Investment Fund Manager in certain provinces, with its primary regulator being the Ontario Securities Commission. Hamilton Lane (Canada) distributes prospectus exempt securities to institutional investors and other accredited investors. A wholly owned subsidiary of Hamilton Lane Advisors, L.L.C., Hamilton Lane (Germany) GmbH, is authorized and regulated by the Federal Financial Supervisory Authority (BaFin) and provides advisory services to its parent company and institutional investors. A wholly owned subsidiary of Hamilton Lane Advisors, L.L.C., HL (Singapore) Pte. Ltd., is authorized and regulated by the Monetary Authority of Singapore (“MAS”) and provides advisory services solely to its parent company under the Capital Markets Service License. A wholly owned subsidiary of Hamilton Lane Advisors, L.L.C., Hamilton Lane (Shanghai) Private Fund Management Co., Ltd., is registered with the Asset Management Association of China and provides advisory services to its parent company. Hamilton Lane does not receive compensation from other investment advisors for referring clients to their products. The only compensation received by Hamilton Lane is from its clients. Affiliated and Related Service Providers. Hamilton Lane or its related persons may own equity or

other economic interests in companies that provide services to Hamilton Lane, its clients or their portfolio companies. Hamilton Lane may make referrals or introductions of service providers to clients or portfolio entities that create financial incentives for Hamilton Lane, including additional equity ownership or milestone-based compensation. Clients do not share in any such fees or economic benefits received by Hamilton Lane unless applicable governing documents provide otherwise. Service-provider compensation may be determined without client or investor review and without benchmarking against comparable third-party rates. Hamilton Lane has an incentive to recommend or continue using service providers that benefit Hamilton Lane or its affiliates rather than solely considering client interests, subject to Hamilton Lane’s fiduciary duties, compliance policies, applicable governing documents and law.

Avoid conflicts of interest such as using company assets only for company business and not for personal gain, allocating investment opportunities in a manner that is fair and reasonable and in accordance with contractual obligations and fiduciary duties, avoiding outside financial interests, employment and other activities that could interfere with Hamilton Lane’s business, and not using their position with Hamilton Lane to take advantage of business opportunities that properly belong to Hamilton Lane.

Refrain from accepting gifts or entertainment conditioned upon Hamilton Lane doing business with any person or entity or that exceed prescribed limits, and refrain from soliciting gifts or benefits of any value.

Refrain from making contributions to candidates for, or holders of, federal, state, or local elected offices in the U.S. or related political committees, or to candidates for, or holders of, any elected position in a foreign country or related political committees, without prior approval from the Compliance Department.

Maintain the confidentiality of all non-public client information.

Maintain accurate financial books and records.

Ensure that reports provided to regulatory authorities and clients are complete, fair, accurate, timely and understandable.

Report promptly to the Compliance Department any violations of the Code.

Hamilton Lane and/or our employees have directly or indirectly invested and expect in the future to directly or indirectly invest, in the same and/or different securities as those purchased or recommended for clients. We have adopted policies and procedures designed to address and mitigate conflicts of interest that generally arise as a result of Hamilton Lane or our employees’ personal trading and investing activities. As a general matter, we require all of our employees to pre-clear transactions in reportable securities in their personal accounts with the Compliance Department, who may deny permission to execute the transaction at their discretion. Employees are also required to disclose their securities holdings and business activities annually and to provide a quarterly certification of such transactions. Trading in employee accounts is reviewed quarterly by the Compliance Department to determine whether there has been any unusual trading activity in the accounts. Sponsor Relationships and Other-Client Conflicts. Hamilton Lane may have relationships with and financial interests in investment sponsors, beyond those arising from a particular client’s investments, including developing future investment opportunities with or advising other clients regarding such sponsors’ funds. These relationships may constrain Hamilton Lane’s willingness to take actions adverse to such sponsors. Co-investment opportunities or additional investment opportunities arising from sponsor relationships are not required to be offered to all clients or investors and may be allocated in Hamilton Lane’s discretion, subject to applicable allocation policies and governing documents. Side Letters and Preferential Arrangements. Hamilton Lane or its funds may enter into side letters or other arrangements with certain investors or clients providing different or preferential rights or terms, including with respect to fee structures, information rights, liquidity or transfer rights, and allocation-related rights. Such arrangements govern notwithstanding contrary provisions in applicable fund documents and may affect how Hamilton Lane administers allocations and reporting. Preferential terms will be disclosed to other investors to the extent required by applicable governing documents and law. Clients or prospective clients may obtain a copy of compliance@hamiltonlane.com or by phone at (610) 934-2222.

the

Code

by

contacting

When Hamilton Lane seeks best execution, it carefully considers the facts and circumstances involved, including, but not limited to, market liquidity, order size, the trading characteristics of the security involved, the brokerdealer’s familiarity with the security, the difficulty of executing the trade, the ability of the brokerdealer to provide efficient execution at a favorable price, the fact that there may be a limited number of broker-dealers who can execute certain trades and Hamilton Lane’s past experience with the broker-dealer for prompt, competent, and reliable service in all aspects of order processing, execution, and settlement. When Hamilton Lane negotiates commission levels and assesses best execution, Hamilton Lane must determine in good faith that the total cost (price plus commissions) is reasonable in relation to the value of the execution. When Hamilton Lane places

orders for the sale of securities, it uses its best judgment to select the broker-dealer for each specific transaction which it believes is most capable of providing the brokerage services necessary. On occasion, transactions in post-venture distributions of restricted stock may result in delayed settlement, generally ranging from four to six weeks. As a result, many of these trades are conducted on a delivery vs. payment basis or may require the executing broker to extend the delivery date. While the delay does not affect the execution price, clients will not receive the proceeds from the sale until settlement is achieved. Research and Other Soft Dollar Benefits Hamilton Lane does not utilize soft dollars in connection with its business. Brokerage for Client Referrals Hamilton Lane does not direct brokerage business to third parties in exchange for client referrals. Directed Brokerage Under certain circumstances, Hamilton Lane may permit clients to direct Hamilton Lane to execute the client’s trades with a specified broker-dealer. When a client directs Hamilton Lane to use a specified broker-dealer to execute all or a portion of the client’s securities transactions, Hamilton Lane treats the client direction as a decision by the client to retain, to the extent of the direction, the discretion Hamilton Lane would otherwise have in selecting broker-dealers to effect transactions and in negotiating commissions for the client’s account. Although Hamilton Lane attempts to effect such transactions in a manner consistent with its policy of seeking best execution, there may be occasions where it is unable to do so, in which case Hamilton Lane will continue to comply with the client’s instructions. Transactions in the same security for accounts that have directed the use of the same broker will be aggregated. When the directed broker-dealer is unable to execute a trade, Hamilton Lane will select broker-dealers other than the directed broker-dealer to effect client securities transactions. A client who directs Hamilton Lane to direct brokerage to a particular broker-dealer to effect transactions should consider whether such a designation may result in certain costs or disadvantages to the client. Such costs may include higher brokerage commissions (because Hamilton Lane may not be able to aggregate orders to reduce transaction costs) and potentially less favorable execution of transactions. The commissions charged to clients that direct Hamilton Lane to execute the client’s trades through a specified broker-dealer may in some transactions be materially different than those of clients who do not direct the execution of their trades. Clients that direct Hamilton Lane to execute the client’s trades through a specified broker-dealer may also lose the ability to negotiate volume commission discounts on batched transactions that may otherwise be available to other clients of Hamilton Lane. Order Aggregation Hamilton Lane may sell the same security for many accounts. It is Hamilton Lane's practice, where

possible, to aggregate for execution as a single transaction order for the sale of a security for the accounts of several clients having the same brokerage firm or custodian. Such aggregation may enable Hamilton Lane to obtain a more favorable price, or a better commission rate based upon the volume of a particular transaction. However, in cases where the client directs Hamilton Lane to utilize the services of a certain broker, Hamilton Lane will not be able to obtain more favorable commission rates based on an aggregated trade. In such cases, the client will be precluded from receiving the benefit of any possible commission discounts that might otherwise be available as a result of the aggregated trade. In cases where trading or investment restrictions are placed on a client's account, Hamilton Lane may be precluded from aggregating that client's transaction with others. In such a case, the client may pay a higher commission rate or receive less favorable prices than clients who are able to participate in an aggregated order. For orders where the entire quantity of client securities is not sold on a given day, the daily amount liquidated will be distributed pro-rata across all client accounts selling that security.

Investment monitoring services also generally include regular communications with fund managers and attendance at annual meetings and advisory board meetings. These services generally are provided by members of the fund investment team, the real asset team, and the transaction team. Hamilton Lane generally provides written quarterly, semi-annual, and annual reports to clients. The level of detail in the reports varies according to client specifications. Hamilton Lane also provides updates on special situations requiring client action or attention, such as certain amendments to partnership agreements. Information contained within these reports is obtained from periodic reports and financial statements of the underlying investments. Hamilton Lane’s reports include quantitative and qualitative analysis of individual investments and the portfolio as a whole. All transactions affecting client investments, including capital calls, distributions of cash or securities, and changes to portfolio valuations, are recorded promptly in an investment transaction database by the investment monitoring staff. This data is reconciled monthly with information provided by clients' custodian banks and quarterly with financial information provided by fund managers prior to being incorporated into client reports. Accounting and performance information is reviewed by supervisory personnel who have responsibility for overseeing investment monitoring and client reporting functions, prior to distribution of reports to clients. Hamilton Lane also may provide monthly reports detailing cash flow activity in the accounts. In addition to day-to-day portfolio operations and activities, Hamilton Lane provides a client reporting technology provided by iLEVEL Solutions LLC (“iLEVEL”). iLEVEL maintains and develops a

portfolio management technology for the private markets industry. Hamilton Lane began using iLEVEL in 2014. iLEVEL allows clients to access their accounts on a secure, web-based system 24 hours a day, seven days a week.

These include entering into a written agreement with each placement agent setting forth services to be provided, fees, various representations and warranties, and other terms and conditions as Hamilton Lane believes are necessary or appropriate. Hamilton Lane has also entered into agreements with a small number of large U.S.-based broker/dealers to distribute interests in certain of Hamilton Lane’s commingled fund products to qualified investors. The broker/dealers may be compensated for their marketing efforts by receiving a percentage of the management fee charged by the fund that they are distributing. The broker/dealers may also, independent of Hamilton Lane, charge qualified investors a placement fee. Any compensation paid to a broker/dealer for soliciting investors to invest in any of Hamilton Lane’s commingled products, whether paid by Hamilton Lane or charged independently by the broker/dealer, is disclosed in the offering document for such funds.

Clients are urged to review those statements carefully. Hamilton Lane also sends periodic statements to Subject Account investors. Clients are urged to compare statements from the qualified custodian with their statements from Hamilton Lane. In addition, Hamilton Lane has retained an independent auditor to conduct an annual surprise audit of the assets held by the Subject Accounts. For DM Services accounts, clients choose their own custodians.

Depending upon the matter under consideration, the senior investment professionals or relationship managers may refer the matter to the Investment Committee for consideration. In exercising its voting authority (including a decision to abstain), Hamilton Lane will take into account factors we deem relevant to the client’s best interests, including, but not limited to, the legal and regulatory issues applicable to the subject clients and Hamilton Lane, the governing agreement between Hamilton Lane and the client, the investment guidelines of the applicable client or managed fund, the current state of the client’s or fund’s portfolio, current market terms and conditions (i.e., whether or not a requested action is consistent with the then prevailing terms or practice for similar funds or companies), and the performance of the fund managers or company management. Since there are many factors that influence voting decisions and since there are many different types of issues for which fund managers request amendments to, or consents under, partnership agreements, Hamilton Lane has not established a list of “typical” issues that it will vote for or against. Conflicts of interest may arise between clients with respect to some voting decisions made by Hamilton Lane. These conflicts are most likely to arise where Hamilton Lane advises clients that are asked to vote on or consent to matters with respect to which the interests of a client holding one security may differ from the interests of a client holding another security of the same or an affiliated issuer. DM Services Hamilton Lane has retained RiskMetrics/Institutional Shareholder Services (“ISS”), a proxy voting and consulting firm, to serve as Hamilton Lane’s voting agent with respect to publicly traded securities and to receive proxy voting statements, provide information and research, make proxy voting recommendations, and handle various administrative functions associated with the voting

of client proxies for clients utilizing Hamilton Lane’s DM Services. The proxy voting guidelines for U.S. proxies are set forth in the ISS Proxy Voting Guidelines Summary and the ISS Concise Proxy Voting Guidelines. These summaries are a condensed version of all proxy voting recommendations contained in the ISS Proxy Voting Manual. While ISS makes the proxy voting recommendations, Hamilton Lane retains the ultimate authority on how to vote. It is anticipated that Hamilton Lane will be in agreement with ISS recommendations and no other action will be taken. Clients may obtain a copy of Hamilton Lane’s proxy voting policies and procedures as well as a record of how Hamilton Lane voted their proxies by sending a written request to: Attention: Robert Shin Chief Compliance Officer Hamilton Lane Advisors, L.L.C. 110 Washington Street, Suite 1300 Conshohocken, PA 19428