UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-CSR
CERTIFIED SHAREHOLDER REPORT
OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-23509
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Hamilton Lane Private Assets Fund
(Exact name of registrant as specified in charter)
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110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053
(Address of principal executive offices) (Zip code)
Andrew Schardt
Hamilton Lane Advisors, L.L.C.
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053
(Name and address of agent for service)
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Registrant’s telephone number, including area code: (610) 617-5724
Date of fiscal year end: March 31
Date of reporting period: September 30, 2023
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
1.(a) The Report to Shareholders is attached herewith.
Hamilton Lane Private Assets Fund |
Consolidated Financial Statements
For the Six Months Ended September 30, 2023 (Unaudited)
Hamilton Lane Private Assets Fund |
Table of Contents For the Six Months Ended September 30, 2023 (Unaudited) |
1
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) |
Investments — 127.44%† | | Interest Rate | | Maturity Date | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Direct Investments — 36.21%^ | | | | | | | | | | | | | |
Direct Credit — 8.2% | | | | | | | | | | | | | |
North America — 7.35% | | | | | | | | | | | | | |
Consumer Discretionary — 0.32% | | | | | | | | | | | | | |
Lash OpCo, LLC.1,2,3 (Principal amount $3,398,408) | | Cash 7.00% + LIBOR (1% Floor)4 | | 3/18/2026 | | Senior Debt | | 12/29/2021 | | $ | 3,381,165 | | $ | 3,398,408 | |
Containers and Packaging — 0.55% | |
Arctic Holdco, LLC.1,3 (Principal amount $5,976,953) | | Cash 6.00% + 3M CME Term SOFR (1% Floor)4 | | 12/23/2026 | | Senior Debt | | 5/7/2021 | | | 5,881,652 | | | 5,778,518 | |
Diversified Financials — 0.85% |
AMLRS Holdings, Inc.1,2 (Principal amount $4,588,148) | | Cash 5.75% + LIBOR (1% Floor)4 | | 9/21/2026 | | Senior Debt | | 9/21/2020 | | | 4,543,226 | | | 4,467,903 | |
Cerity Partners Equity Holding, LLC.1,3 (Principal amount $3,986,042) | | Cash 6.75% + SOFR4 | | 3/29/2030 | | First Lien, Senior Secured | | 3/3/2023 | | | 2,194,991 | | | 2,185,060 | |
Kestra, Inc.1,2,3 (Principal amount $2,230,769) | | Cash 7.00% + LIBOR (0.5% Floor)4 | | 6/3/2027 | | Second Lien | | 12/14/2021 | | | 2,185,448 | | | 2,253,077 | |
Total Diversified Financials | | | 8,906,040 | |
Food Products — 0.44% | |
Woof Holdings, Inc.1,6 (Principal amount $4,987,500) | | Cash 3.75% + SOFR4 | | 12/21/2027 | | First Lien Term Loan | | 7/5/2023 | | | 4,987,500 | | | 4,657,223 | |
Health Care — 1.05% | | | | | | | | | | | | | | | |
Teal Acquisition Co., Inc.1 (Principal amount $154,991) | | Cash 6.25% + LIBOR (1% Floor)4 | | 9/22/2026 | | Senior Debt | | 9/21/2020 | | | 153,403 | | | 151,426 | |
TNAA Holdco, LLC.1,2,3 (Principal amount $5,793,265) | | Cash 6.50% + SOFR (1% Floor)4 | | 12/16/2026 | | Senior Debt | | 12/16/2021 | | | 5,707,104 | | | 5,579,493 | |
United Digestive MSO Parent, LLC.1,2,3 (Principal amount $7,446,210) | | Cash 6.75% + SOFR (1.00% Floor)4 | | 3/30/2029 | | First Lien, Senior Secured | | 3/30/2023 | | | 5,331,210 | | | 5,256,040 | |
Total Health Care | | | 10,986,959 | |
See accompanying Notes to Consolidated Financial Statements.
2
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Investments — 127.44%† | | Interest Rate | | Maturity Date | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Direct Investments (Continued) | | | | | | | | | | | | | |
Direct Credit (Continued) | | | | | | | | | | | | | |
North America (Continued) | | | | | | | | | | | | | |
Information Technology — 1.11% |
Everberg CIS Holdings, LLC.1,2,3 (Principal amount $576,596) | | Cash 9.78% + LIBOR (1% Floor)4 | | 4/14/2026 | | Senior Secured | | 4/5/2021 | | $ | 466,918 | | $ | 493,051 | |
Everberg SC Holdings III, LLC.1,2,3 (Principal amount $691,690) | | Cash 9.78% + LIBOR (1% Floor)4 | | 4/14/2026 | | Incremental Term Loan | | 7/6/2022 | | | 647,306 | | | 642,978 | |
Everberg SC Holdings IV, LLC.1,3 (Principal amount $222,264) | | SOFR + 12.00% PIK (1.5% Floor)4 | | N/A | | Preferred Equity | | 7/6/2022 | | | 222,264 | | | 290,424 | |
GI Consilio Parent, LLC.1,3 (Principal amount $4,500,000) | | Cash 7.50% + LIBOR (0.50% Floor)4 | | 5/14/2029 | | Senior Debt | | 5/20/2021 | | | 4,455,000 | | | 4,500,000 | |
Madison Logic Holdings, Inc.1,2,3 (Principal amount $3,731,250) | | Cash 7.00% + 3M CME Term SOFR (1.00% Floor)4 | | 12/30/2028 | | Initial Term Loan, Senior Debt | | 2/22/2023 | | | 3,658,507 | | | 3,676,774 | |
Redstone Holdco 2, L.P.1,3 (Principal amount $3,000,000) | | Cash 7.75% + LIBOR (0.75% Floor)4 | | 4/27/2029 | | Senior Debt | | 5/20/2021 | | | 2,947,500 | | | 1,887,900 | |
Total Information Technology | | | 11,491,127 | |
Industrials — 1.31% | | | | | | | | | | | | | | | |
Amentum Government Services Holding LLC.1,3 (Principal amount $5,000,000) | | Cash 7.50% + 3M CME Term SOFR (0.75% Floor)4 | | 2/15/2030 | | Senior Debt | | 3/7/2022 | | | 4,879,618 | | | 4,834,000 | |
Gannett Fleming, Inc.1,2,3 (Principal amount $2,977,500) | | Cash 6.50% + SOFR (1.00% Floor)4 | | 12/20/2028 | | Unitranche Term Loan | | 12/19/2022 | | | 2,925,035 | | | 2,992,388 | |
PT Intermediate Holdings III, LLC.1,2,3 (Principal amount $8,720,244) | | Cash 6.5% + SOFR (0.75% Floor)4 | | 11/1/2028 | | First Lien, Senior Secured | | 3/7/2023 | | | 5,941,689 | | | 5,919,783 | |
Total Industrials | | | 13,746,171 | |
See accompanying Notes to Consolidated Financial Statements.
3
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Investments — 127.44%† | | Interest Rate | | Maturity Date | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Direct Investments (Continued) | | | | | | | | | | | | | |
Direct Credit (Continued) | | | | | | | | | | | | | |
North America (Continued) | | | | | | | | | | | | | |
Insurance — 0.54% | | | | | | | | | | | | | | | |
Alliant Services, Inc.1 (6,000 Series A Preferred shares) | | 9.75% | | 12/8/2028 | | Preferred Equity | | 11/6/2020 | | $ | 5,963,079 | | $ | 5,677,200 | |
Professional Services — 0.81% |
ManTech International Corporation1,2,6 (Principal amount $8,669,083) | | Cash 5.75% + SOFR4 | | 9/14/2029 | | Initial Term Loan and Delay Draw term Loan | | 8/10/2023 | | | 8,520,739 | | | 8,524,228 | |
Software and Services — 0.37% |
Career Step, LLC.1 (2,593,515 shares) | | Cash 9.75% + LIBOR (1% Floor)4 | | 12/31/2027 | | Preferred Equity | | 11/17/2020 | | | 2,442,041 | | | 2,689,528 | |
Packers Software Intermediate Holdings, Inc.1,2 (843.579 shares, Principal amount $1,302,222) | | Cash 7.75% + LIBOR (0.75% Floor)4 | | 11/12/2028 | | Second lien term loan | | 11/12/2020 | | | 1,290,934 | | | 1,195,049 | |
Total Software and services | | | 3,884,577 | |
Total North America | | | 77,050,451 | |
Western Europe — 0.85% | | | | | | | | | | | | | | | |
Financial Services — 0.0% | | | | | | | | | | | | | | | |
AIOF II Galway Co-Invest, L.P.*1,2 | | | | N/A | | Limited Partnership Interest | | 9/29/2023 | | | — | | | — | |
Software Solutions — 0.85% | | | | | | | | | | | | | |
Finastra USA, Inc.1,2,6 (Principal amount $9,060,150) | | Cash 7.25% + SOFR4 | | 9/13/2029 | | Term Loan and Dollar Revolving Loan | | 9/13/2023 | | | 8,861,793 | | | 8,880,435 | |
Total Western Europe | | | 8,880,435 | |
Total Direct Credit | | | 87,588,122 | | | 85,930,886 | |
See accompanying Notes to Consolidated Financial Statements.
4
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Investments — 127.44%† | | | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Direct Investments (Continued) | | | | | | | | | | | |
Direct Equity — 28.01% | | | | | | | | | | | |
Asia — 0.86% | | | | | | | | | | | |
Health Care — 0.86% | | | | | | | | | | | |
Celestial Key Group, Ltd.*1,3,5 (500 Class A shares) | | Limited Partnership Interest | | 11/26/2021 | | $ | 27,206 | | $ | — | |
Indigo, L.P.*1,3,5 | | Limited Partnership Interest | | 6/18/2021 | | | 4,400,000 | | | 9,037,120 | |
Total Health Care | | | 9,037,120 | |
Total Asia | | | 9,037,120 | |
North America — 18.29% | | | | | | | | | | | |
Construction — 1.15% | | | | | | | | | | | |
GridSource Holcings, LLC.*1,5,6 (1000 Units) | | Preferred Units | | 6/8/2023 | | | 12,000,000 | | | 12,000,000 | |
Consumer Discretionary — 3.37% | | | | | | | | | | | |
CL DAL Opportunities Feeder, L.P.*1,5 | | Limited Partnership Interest | | 9/9/2020 | | | 3 | | | 664,333 | |
LUV Car Wash Holdings LLC.*1,3,5 | | Limited Partnership Interest | | 3/2/2022 | | | 13,972,472 | | | 14,112,949 | |
MiddleGround Checker Co-Invest Partners L.P.*1,2,3,5 | | Limited Partnership Interest | | 1/31/2022 | | | 9,670,562 | | | 10,568,000 | |
RC V RW Investor-B, LLC*1,5 | | Limited Partnership Interest | | 10/23/2020 | | | 6,859,101 | | | 10,001,674 | |
Total Consumer Discretionary | | | 35,346,956 | |
Distribution Services — 1.64% | | | | | | | | | | | |
V-Co-Invest II, L.P.*1,5,6 | | Limited Partnership Interest | | 6/30/2023 | | | 17,138,537 | | | 17,138,537 | |
Diversified Financials — 0.28% | | | | | | | | | | | |
AMLRS Equity Investors, L.P.*1,5 | | Limited Partnership Interest | | 9/21/2020 | | | 1,413,356 | | | 2,947,448 | |
Health Care — 1.58% | | | | | | | | | | | |
CCBlue Limited Partnership*1,3,5,7 | | Limited Partnership Interest | | 5/24/2022 | | | 7,596,848 | | | 5,977,021 | |
Holiday Buyer, LLC.*1,2,3,5 | | Limited Partnership Interest | | 2/7/2023 | | | 6,452,427 | | | 6,598,864 | |
NEA BH SPV II, L.P.*1,5 | | Limited Partnership Interest | | 9/2/2020 | | | 5,013,224 | | | 54,823 | |
Teal Parent Holdings, L.P.*1,5 | | Limited Partnership Interest | | 9/21/2020 | | | 32,520 | | | 8,837 | |
TVG-Hero Holdings II, L.P.*1,2,5 | | Limited Partnership Interest | | 10/23/2020 | | | 2,257,480 | | | 3,965,407 | |
Total Health Care | | | 16,604,952 | |
Industrial Services — 4.43% | | | | | | | | | | | |
Einstein 2021, L.P.*1,3,5 | | Limited Partnership Interest | | 11/18/2021 | | | 9,968,247 | | | 17,362,498 | |
KAWP Holdings, L.P.*1,5 | | Limited Partnership Interest | | 12/18/2020 | | | 9,541,569 | | | 17,705,609 | |
Oscar Holdings, L.P.*1,2,3,5 | | Limited Partnership Interest | | 4/27/2022 | | | 7,000,000 | | | 11,363,917 | |
Total Industrial Services | | | 46,432,024 | |
Information Technology — 4.75% | | | | | | | | | | | |
Beantown IVP Co-Invest II, L.P.*1,3,5 | | Preferred Equity | | 3/8/2023 | | | 5,000,000 | | | 4,971,085 | |
Cinven Arrow, L.P.*1,5,6,7 | | Limited Partnership Interest | | 6/21/2023 | | | 15,883,866 | | | 14,928,662 | |
Fetch Rewards, Inc.*1,3,5 (1,066,460 Series E Preferred shares) | | Preferred Equity | | 3/23/2022 | | | 4,999,970 | | | 5,800,274 | |
Follett Acquisition, L.P.*1,3,5 | | Limited Partnership Interest | | 1/12/2022 | | | 8,000,000 | | | 10,123,450 | |
See accompanying Notes to Consolidated Financial Statements.
5
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Investments — 127.44%† | | | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Direct Investments (Continued) | | | | | | | | | | | |
Direct Equity (Continued) | | | | | | | | | | | |
North America (Continued) | | | | | | | | | | | |
Information Technology (Continued) | | | | | | | | | | | |
Ignite Resonate Co-Investors, LLC.*1,3,5 | | Limited Partnership Interest | | 7/27/2022 | | $ | 8,000,000 | | $ | 7,965,259 | |
T-VIII Skopima Co-Invest, L.P.*1,2,3,5 | | Limited Partnership Interest | | 5/7/2021 | | | 526,015 | | | 982,181 | |
Thrive Capital Partners VIII Growth-B, LLC.*1,3,5 | | Preferred Equity | | 3/17/2023 | | | 5,006,042 | | | 5,000,000 | |
Total Information Technology | | | 49,770,911 | |
Semiconductors and Equipment — 1.02% | | | | | | | | | | | |
THL Fund Investors (Altar), L.P.*1,2,3,5 | | Limited Partnership Interest | | 1/27/2022 | | | 8,527,774 | | | 10,712,230 | |
Software and Services — 0.07% | | | | | | | | | | | |
Project Brewer*1,5 (Series A, 11.00%) | | Preferred Equity | | 11/12/2020 | | | 882,867 | | | 736,859 | |
Total North America | | | 191,689,917 | |
United Kingdom — 3.5% | | | | | | | | | | | |
Health Care — 0.97% | | | | | | | | | | | |
Panacea Co-Investment, L.P.*1,5,7 | | Limited Partnership Interest | | 12/21/2020 | | | 7,725,535 | | | 10,215,768 | |
Insurance — 1.26% | | | | | | | | | | | |
Chance Co-Investment, L.P.*1,5,7 | | Limited Partnership Interest | | 12/21/2020 | | | 5,851,989 | | | 13,161,984 | |
Software and Services — 1.27% | | | | | | | | | | | |
Bowmark Investment Partnership — J, L.P.*1,5,7 | | Limited Partnership Interest | | 10/15/2020 | | | 2,583,473 | | | 3,456,735 | |
TPG Vardos CI, L.P.*1,2,5 | | Limited Partnership Interest | | 9/9/2020 | | | 6,009,308 | | | 9,839,596 | |
Total Software and Services | | | 13,296,331 | |
Total United Kingdom | | | 36,674,083 | |
Western Europe — 5.36% | | | | | | | | | | | |
Construction — 1.99% | | | | | | | | | | | |
GTCR (C) Investors, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/13/2023 | | | 20,846,866 | | | 20,846,866 | |
Diversified Financials — 1.12% | | | | | | | | | | | |
Enak Aggregator, L.P.*1,3,5,7 | | Limited Partnership Interest | | 1/18/2022 | | | 9,652,846 | | | 11,704,296 | |
Industrials — 1.49% | | | | | | | | | | | |
FSN Capital Unique Co-Investment, L.P.*1,3,5,7 | | Limited Partnership Interest | | 3/9/2022 | | | 11,545,729 | | | 15,626,061 | |
Information Technology — 0.76% | | | | | | | | | | | |
Sakura Co-Invest Holdings, L.P.*1,2,5,7 | | Limited Partnership Interest | | 5/24/2023 | | | 8,205,369 | | | 7,944,544 | |
Total Western Europe | | | 56,121,767 | |
Total Direct Equity | | | 242,591,201 | | | 293,522,887 | |
Secondary Investments — 38.66%^ | | | | | | | | | | | |
Secondary Direct Equity — 0.41% | | | | | | | | | | | |
North America — 0.41% | | | | | | | | | | | |
Growth Equity — 0.41% | | | | | | | | | | | |
Madison Bay – HL, L.P.*1,2,3,5,6 | | Limited Partnership Interest | | 9/4/2020 | | | 2,780,033 | | | 4,249,092 | |
Total Secondary Direct Equity | | | 2,780,033 | | | 4,249,092 | |
See accompanying Notes to Consolidated Financial Statements.
6
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Investments — 127.44%† | | | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Secondary Investment (Continued) | | | | | | | | | | | |
Secondary Funds — 38.25% | | | | | | | | | | | |
Africa — 0.04% | | | | | | | | | | | |
Diversified Financials — 0.04% | | | | | | | | | | | |
Helios Investors II, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | $ | 443,777 | | $ | 415,321 | |
Asia — 2.03% | | | | | | | | | | | |
Agriculture — 0.04% | | | | | | | | | | | |
KKR China Growth Fund, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 156,648 | | | 441,966 | |
Computer Software and Services — 0.0% | | | | | | | | | | | |
Baring Asia Private Equity Fund IV, L.P.*1,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 9,755 | | | — | |
Consumer Discretionary — 0.23% | | | | | | | | | | | |
L Catterton Asia 3 Continuation Fund Sing, L.P.*1,2,3,5 | | Limited Partnership Interest | | 6/23/2022 | | | 3,598,874 | | | 2,395,844 | |
Diversifed Financials — 0.23% | | | | | | | | | | | |
AIF Capital Asia IV, L.P.*1,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 343,544 | | | 898,849 | |
CDH Venture Partners II, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 24,220 | | | 206,378 | |
CDH Fund IV, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 34,780 | | | 396,818 | |
Navis Asia Fund V, L.P.*1,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 253,748 | | | 749,288 | |
TRG Growth Partnership II, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | — | | | 203,447 | |
Total Diversified Financials | | | 2,454,780 | |
Education — 0.01% | | | | | | | | | | | |
Navis Asia Fund VI, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 6,948 | | | 53,585 | |
Financial Services — 0.3% | | | | | | | | | | | |
Capital Today China Growth Fund, L.P.*1,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 799,431 | | | 1,951,232 | |
Dahlia (Mauritius) Limited*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 440,997 | | | 602,443 | |
Indium IV (Mauritius) Holdings Limited*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 3,353 | | | 27,944 | |
Primavera Capital (Cayman) Fund I, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 50,429 | | | 296,545 | |
TPG Asia V, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 31,767 | | | 262,580 | |
Total Financial Services | | | 3,140,744 | |
Health Care — 1.01% | | | | | | | | | | | |
LC Healthcare Continued Fund I, L.P.*1,2,3,5 | | Limited Partnership Interest | | 5/12/2021 | | | 7,229,374 | | | 10,544,934 | |
Industrial Manufacturing — 0.07% | | | | | | | | | | | |
Asia Opportunity Fund III, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 271,636 | | | 776,847 | |
Materials — 0.0% | | | | | | | | | | | |
Indium III (Mauritius) Holdings Limited*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 2,878 | | | 13,424 | |
Real Estate — 0.06% | | | | | | | | | | | |
Baring Asia Private Equity Fund V, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 124,694 | | | 623,868 | |
Technology — 0.08% | | | | | | | | | | | |
IDG-Accel China Capital, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 639,438 | | | 851,669 | |
Total Asia | | | 21,297,661 | |
See accompanying Notes to Consolidated Financial Statements.
7
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Investments — 127.44%† | | | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Secondary Investment (Continued) | | | | | | | | | | | |
Secondary Funds (Continued) | | | | | | | | | | | |
Middle East — 1.58% | | | | | | | | | | | |
Software and Services — 0.74% | | | | | | | | | | | |
Awz Pentera III, LLC*1,3,5 (15 shares) | | Common Stock | | 12/21/2022 | | $ | 3,030,000 | | $ | 7,763,899 | |
Venture Capital — 0.84% | | | | | | | | | | | |
Pitango Continuation Fund 2021, L.P.*1,2,3,5 | | Limited Partnership Interest | | 11/9/2021 | | | 7,480,000 | | | 8,795,239 | |
Total Middle East | | | 16,559,138 | |
North America — 31.79% | | | | | | | | | | | |
Corporate Finance/Buyout — 10.95% | | | | | | | | | | | |
ACON Strategic Partners II-B, L.P.*1,2,3,5 | | Limited Partnership Interest | | 8/2/2022 | | | 6,586,060 | | | 17,131,471 | |
Audax Private Equity Fund IV CF, L.P.*1,2,5 | | Limited Partnership Interest | | 12/23/2020 | | | 4,196,849 | | | 4,783,586 | |
CLP Select Opportunities, L.P.*1,2,5 | | Limited Partnership Interest | | 12/10/2020 | | | 9,599,321 | | | 12,789,248 | |
JZHL Secondary Fund, L.P.*1,2,5,8 | | Limited Partnership Interest | | 12/4/2020 | | | 3,186,370 | | | 6,447,387 | |
Kelso Investment Associates IX, L.P.*1,2,5,9 | | Limited Partnership Interest | | 9/30/2022 | | | 19,713,380 | | | 28,325,783 | |
KPS Special Situations Fund IV, L.P.*1,2,5 | | Limited Partnership Interest | | 9/30/2020 | | | 1,448,132 | | | 1,397,272 | |
Roark Capital Partners CF L.P.*1,2,3,5 | | Limited Partnership Interest | | 8/26/2022 | | | 6,165,165 | | | 8,217,457 | |
TorQuest Partners Fund US IV L.P.*1,2,3,5,7 | | Limited Partnership Interest | | 9/30/2022 | | | 17,135,787 | | | 11,473,765 | |
Trilantic Capital Partners VI Parallel II (North America), L.P.*1,2,3,5 | | Limited Partnership Interest | | 12/31/2021 | | | 6,326,365 | | | 8,134,077 | |
Webster Equity Partners Pinnacle, L.P.*1,3,5 | | Limited Partnership Interest | | 11/18/2021 | | | 10,000,000 | | | 14,587,047 | |
Wind Point Partners VIII-B, L.P.*1,2,5 | | Limited Partnership Interest | | 3/31/2021 | | | 1,150,233 | | | 1,441,762 | |
Total Corporate Finance/Buyout | | | 114,728,855 | |
Diversified Financials — 10.95% | | | | | | | | | | | |
Advent International GPE VIII-C, L.P.*1,3,5 | | Limited Partnership Interest | | 6/30/2023 | | | 22,010,933 | | | 25,502,909 | |
AEA Mezzanine Fund III, L.P.*1,2,5,9 | | Limited Partnership Interest | | 7/3/2023 | | | — | | | 112,270 | |
AEA Mezzanine Fund IV, L.P.*1,2,5,9 | | Limited Partnership Interest | | 7/3/2023 | | | 3,575,503 | | | 3,992,450 | |
Arrowhead Capital Fund III, L.P.*1,2,5,9 | | Limited Partnership Interest | | 6/30/2023 | | | 3,896,273 | | | 4,479,462 | |
Blackstone Tactical Opportunites Fund II, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 2,694,491 | | | 3,754,024 | |
Blackstone Tactical Opportunites Fund III, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 17,384,202 | | | 22,004,229 | |
Centerbridge Capital Partners III-A, L.P.*1,2,3,5 | | Limited Partnership Interest | | 3/30/2023 | | | 1,437,542 | | | 1,942,992 | |
GoldPoint Mezzanine Partners IV, L.P.*1,2,5,9 | | Limited Partnership Interest | | 6/30/2023 | | | 4,126,972 | | | 5,186,302 | |
ICG North American Private Debt Fund II, L.P.*1,2,5,9 | | Limited Partnership Interest | | 7/13/2023 | | | 3,439,070 | | | 4,013,661 | |
MDCP Insurance SPV, L.P.*1,2,3,5 | | Limited Partnership Interest | | 6/28/2023 | | | 11,157,658 | | | 14,593,838 | |
Resolute II Continuation Fund, L.P.*1,2,3,5 | | Limited Partnership Interest | | 8/20/2021 | | | 11,706,294 | | | 24,498,839 | |
TA XII-B, L.P.*1,2,3,5 | | Limited Partnership Interest | | 3/30/2023 | | | 2,550,247 | | | 3,153,448 | |
TA XIII-B, L.P.*1,2,3,5 | | Limited Partnership Interest | | 3/30/2023 | | | 1,308,350 | | | 1,519,569 | |
Total Diversified Financials | | | 114,753,993 | |
Growth Equity — 3.92% | | | | | | | | | | | |
10K Lakes Fund II, L.P.*1,2,3,5 | | Limited Partnership Interest | | 10/27/2021 | | | 1,814,720 | | | 1,167,444 | |
Everstone Capital Partners III, L.P.*1,2,5 | | Limited Partnership Interest | | 10/15/2020 | | | 4,274,710 | | | 6,815,627 | |
L Catterton Growth IV L.P.*1,2,3,5 | | Limited Partnership Interest | | 3/31/2021 | | | 6,566,629 | | | 6,382,995 | |
See accompanying Notes to Consolidated Financial Statements.
8
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Investments — 127.44%† | | | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Secondary Investment (Continued) | | | | | | | | | | | |
Secondary Funds (Continued) | | | | | | | | | | | |
North America (Continued) | | | | | | | | | | | |
Growth Equity (Continued) | | | | | | | | | | | |
Motive IC SAS-A, L.P.*1,3,5 | | Limited Partnership Interest | | 6/28/2021 | | $ | 2,809,819 | | $ | 4,320,058 | |
NewView Capital Special Opportunities Fund I, L.P.*1,2,5 | | Limited Partnership Interest | | 10/23/2020 | | | 11,711,379 | | | 22,419,135 | |
Total Growth Equity | | | 41,105,259 | |
Healthcare & Business Services — 1.21% | | | | | | | | | | | |
Eversecure PTE. LTD.*1,3,5 (5,000,000 Series A Preference shares) | | Limited Partnership Interest | | 5/4/2022 | | | 5,000,000 | | | 7,572,524 | |
TDP Western Veterinary Co-Invest Fund A L.P.*1,3,5 | | Preferred Equity | | 3/15/2023 | | | 3,375,000 | | | 5,062,500 | |
Total Healthcare & Business Services | | | 12,635,024 | |
Information Technology — 0.57% | | | | | | | | | | | |
ZMC II Extended Value Fund, L.P.*1,2,3,5 | | Limited Partnership Interest | | 8/19/2021 | | | 5,179,341 | | | 6,009,836 | |
Professional Services — 1.67% | | | | | | | | | | | |
Hockey Parent Holdings, L.P.*1,5,6 (175,000.65 units) | | Class A Units | | 9/14/2023 | | | 17,500,065 | | | 17,500,065 | |
Technology — 2.52% | | | | | | | | | | | |
Insight Venture Partners Coinvestment Fund III, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 19,203 | | | 26,733 | |
Insight Venture Partners Coinvestment Fund (Delaware) III L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 925,056 | | | 1,288,712 | |
Insight Venture Partners Growth-Buyout Coinvestment Fund L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 226,804 | | | 312,002 | |
Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 3,439,608 | | | 4,615,369 | |
Insight Venture Partners VIII (Co-Investors), L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 371,143 | | | 566,030 | |
Insight Venture Partners IX L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 184,344 | | | 262,009 | |
Insight Venture Partners (Cayman) VIII, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 4,757,169 | | | 7,260,183 | |
Insight Venture Partners (Cayman) IX, L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 8,707,643 | | | 12,047,935 | |
Total Technology | | | 26,378,973 | |
Total North America | | | 333,112,005 | |
South America — 0.14% | | | | | | | | | | | |
Diversified Financials — 0.14% | | | | | | | | | | | |
Advent Latin American Private Equity Fund IV-E L.P.*1,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 60,627 | | | 186,594 | |
Advent Latin American Private Equity Fund V L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 41,002 | | | 348,432 | |
Southern Cross Latin America Extension Fund IV L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 136,529 | | | 391,663 | |
Victoria South American Partners II L.P.*1,2,5,6 | | Limited Partnership Interest | | 9/29/2023 | | | 279,969 | | | 555,673 | |
Total Diversified Financials | | | 1,482,362 | |
Total South America | | | 1,482,362 | |
See accompanying Notes to Consolidated Financial Statements.
9
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Investments — 127.44%† | | | | Investment Type | | Acquisition Date | | Cost | | Fair Value |
Secondary Investment (Continued) | | | | | | | | | | | |
Secondary Funds (Continued) | | | | | | | | | | | |
Western Europe — 2.67% | | | | | | | | | | | |
Corporate Finance/Buyout — 0.58% | | | | | | | | | | | |
Waterland Strategic Opportunities Fund I, C.V.*1,2,3,5,7 | | Limited Partnership Interest | | 4/22/2021 | | $ | 3,359,086 | | $ | 6,049,131 | |
Diversified Financials — 1.49% | | | | | | | | | | | |
CVC Capital Partners VI (A) L.P.*1,2,3,5,7 | | Limited Partnership Interest | | 3/30/2023 | | | 1,771,657 | | | 1,917,407 | |
CVC Capital Partners VII (A) L.P.*1,2,3,5,7 | | Limited Partnership Interest | | 3/30/2023 | | | 4,169,254 | | | 5,165,892 | |
CVC Capital Partners VIII (A) L.P.*1,2,3,5,7 | | Limited Partnership Interest | | 3/30/2023 | | | 1,337,461 | | | 1,406,160 | |
CVC European Equity Partners V (A) L.P.*1,2,3,5,7 | | Limited Partnership Interest | | 3/30/2023 | | | 14,432 | | | 16,776 | |
CVC European Equity Partners V (B) L.P.*1,2,3,5,7 | | Limited Partnership Interest | | 3/30/2023 | | | 36,080 | | | 41,940 | |
WPEF VI Feeder L.P.*1,2,5,6,7 | | Limited Partnership Interest | | 9/29/2023 | | | 4,395,301 | | | 4,720,148 | |
WPEF VII Feeder L.P.*1,2,5,6,7 | | Limited Partnership Interest | | 9/29/2023 | | | 1,961,275 | | | 1,762,526 | |
Sagard 3, FCPI*1,2,3,5,7 | | Limited Partnership Interest | | 7/23/2021 | | | 469,566 | | | 427,884 | |
Sagard 4, FCPI*1,2,3,5,7 | | Limited Partnership Interest | | 9/3/2021 | | | 200,871 | | | 193,337 | |
Total Diversified Financials | | | 15,652,070 | |
Logistics — 0.21% | | | | | | | | | | | |
Verdane AB-IB Co-Invest AB*1,2,3,5,7 | | Limited Partnership Interest | | 3/20/2022 | | | 5,336,892 | | | 2,194,107 | |
Technology Solutions — 0.35% | | | | | | | | | | | |
ECI 11 L.P.*1,2,5,6,7 | | Limited Partnership Interest | | 9/29/2023 | | | 3,114,275 | | | 3,650,472 | |
Telecommunications — 0.04% | | | | | | | | | | | |
ECI 10 A L.P.*1,5,6,7 | | Limited Partnership Interest | | 9/29/2023 | | | — | | | 430,830 | |
Total Western Europe | | | 27,976,610 | |
Total Secondary Funds | | | 299,318,398 | | | 400,843,097 | |
See accompanying Notes to Consolidated Financial Statements.
10
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
| | Interest rate | | Principal Value | | Shares | | Cost | | Fair Value |
Short Term Investments — 52.57% | | | | | | | | | | | | | | |
Goldman Sachs Financial Square Government Fund — Institutional Class3,6,8,9,11 | | 5.16 | %10 | | N/A | | 411,506,777 | | $ | 411,506,777 | | $ | 411,506,777 | |
UMB Bank Demand Deposit | | 0.01 | %10 | | 139,394,086 | | N/A | | | 139,394,086 | | | 139,394,086 | |
Total Short Term Investments | | | 550,900,863 | |
| | | | |
Total Investments (Cost $1,183,178,617) | | | 1,335,446,825 | |
Liabilities in excess of other assets — (27.44%) | | | (287,507,587 | ) |
Total Net Assets — 100% | | $ | 1,047,939,238 | |
See accompanying Notes to Consolidated Financial Statements.
11
Hamilton Lane Private Assets Fund |
Consolidated Schedule of Investments September 30, 2023 (Unaudited) (Continued) |
Summary of Investments by Strategy (as a percentage of total net assets) |
Direct Investments | | | |
Direct Credit | | 8.20 | |
Direct Equity | | 28.01 | |
Total Direct Investments | | 36.21 | |
Secondary Investments | | | |
Secondary Equity | | 0.41 | |
Secondary Funds | | 38.25 | |
Total Secondary Investments | | 38.66 | |
Short Term Investments | | 52.57 | |
Total Investments | | 127.44 | |
Other assets in excess of liabilities | | (27.44 | ) |
Total Net Assets | | 100.00 | |
See accompanying Notes to Consolidated Financial Statements.
12
Hamilton Lane Private Assets Fund |
Consolidated Statement of Assets and Liabilities September 30, 2023 (Unaudited) |
Assets | | | |
Investments, at fair value (cost $1,183,178,617) | | $ | 1,335,446,825 |
Receivable for investments sold | | | 13,125 |
Direct credit interest receivable | | | 609,320 |
Direct equity dividends receivable | | | 24,425 |
Interest receivable | | | 145,630 |
Prepaid expenses and other assets | | | 1,238,890 |
Total Assets | | | 1,337,478,215 |
| | | |
Liabilities | | | |
Proceeds from issuance of shares received in advance | | | 149,909,846 |
Line of credit payable | | | 55,000,000 |
Payable for investments in securities purchased | | | 30,591,440 |
Incentive fees payable | | | 26,908,822 |
Due to custodian | | | 18,228,432 |
Investment management fees payable | | | 3,573,382 |
Deferred tax liability payable | | | 2,162,185 |
Line of credit interest payable | | | 1,342,953 |
Tenders payable | | | 966,061 |
Investor distribution and service fees payable | | | 392,270 |
Accounting and administration fees payable | | | 143,957 |
Line of credit fees payable | | | 64,583 |
Transfer agent fees payable | | | 49,926 |
Custody fees payable | | | 27,193 |
Chief compliance officer fees payable | | | 6,523 |
Other accrued expenses | | | 171,404 |
Total Liabilities | | | 289,538,977 |
| | | |
Commitments and contingencies (see Note 11) | | | |
| | | |
Net Assets | | $ | 1,047,939,238 |
| | | |
Composition of Net Assets: | | | |
Paid-in capital | | $ | 893,376,113 |
Total distributable earnings | | | 154,563,125 |
Net Assets | | $ | 1,047,939,238 |
| | | |
Net Assets Attributable to: | | | |
Class I Shares | | $ | 782,678,461 |
Class R Shares | | | 221,996,754 |
Class D Shares | | | 43,264,023 |
| | $ | 1,047,939,238 |
| | | |
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized): | | | |
Class I Shares | | | 53,023,949 |
Class R Shares | | | 15,356,017 |
Class D Shares | | | 2,950,713 |
| | | 71,330,679 |
| | | |
Net Asset Value per Share: | | | |
Class I Shares | | $ | 14.76 |
Class R Shares | | $ | 14.46 |
Class D Shares | | $ | 14.66 |
See accompanying Notes to Consolidated Financial Statements.
13
Hamilton Lane Private Assets Fund |
Consolidated Statement of Operations For the Six Months Ended September 30, 2023 (Unaudited) |
Investment Income | | | | |
Dividend income | | $ | 206,154 | |
Interest income | | | 8,302,280 | |
Total Income | | | 8,508,434 | |
| | | | |
Expenses | | | | |
Investment management fees | | | 6,142,973 | |
Incentive fees | | | 5,641,082 | |
Line of credit interest expense | | | 1,342,953 | |
Professional fees | | | 513,703 | |
Accounting and administration fees | | | 416,507 | |
Distribution and service fees (Class R) | | | 383,795 | |
Distribution and service fees (Class D) | | | 47,301 | |
Line of credit fees | | | 345,934 | |
Commitment fees | | | 165,208 | |
Transfer agent fees | | | 97,159 | |
Trustees’ fees and expenses | | | 55,000 | |
Custodian fees | | | 49,812 | |
CCO fees | | | 36,669 | |
Offering costs | | | 2,531 | |
Interest expense | | | 103 | |
Other operating expenses | | | 290,848 | |
Total Expenses | | | 15,531,578 | |
Net Investment Loss | | | (7,023,144 | ) |
| | | | |
Realized and Change in Unrealized Gain/(Loss) | | | | |
Net realized gain on investments | | | 10,472,270 | |
Net change in unrealized appreciation on investments | | | 29,806,223 | |
Net change on deferred tax | | | (2,162,185 | ) |
Net increase in reimbursement by affiliate (Note 6) | | | 37,053 | |
Net Realized and Change in Unrealized Gain | | | 38,153,361 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 31,130,217 | |
See accompanying Notes to Consolidated Financial Statements.
14
Hamilton Lane Private Assets Fund |
Consolidated Statements of Changes in Net Assets |
| | For the Six Months Ended September 30, 2023 (Unaudited) | | For the Year Ended March 31, 2023 |
Change in Net Assets Resulting from Operations | | | | | | | | |
Net investment loss | | $ | (7,023,144 | ) | | $ | (15,080,378 | ) |
Net realized gain on investments and puchased options | | | 10,472,270 | | | | 24,784,556 | |
Net change in unrealized appreciation (depreciation) on investments, net of deferred tax | | | 27,644,038 | | | | 59,212,777 | |
Net increase in reimbursement by affiliate (Note 6) | | | 37,053 | | | | — | |
Net Change in Net Assets Resulting from Operations | | | 31,130,217 | | | | 68,916,955 | |
| | | | | | | | |
Distributions to investors | | | | | | | | |
Class I | | | — | | | | (6,248,593 | ) |
Class R | | | — | | | | (50,897 | ) |
Class D | | | — | | | | (390,354 | ) |
Net Change in Net Assets from Distributions to Investors | | | — | | | | (6,689,844 | ) |
| | | | | | | | |
Change in Net Assets Resulting from Capital Share Transactions | | | | | | | | |
Class I | | | | | | | | |
Proceeds from issuance of shares | | | 224,274,805 | | | | 142,402,208 | |
Transfers in | | | — | | | | 5,943,452 | |
Reinvested distributions | | | — | | | | 2,566,979 | |
Shares tendered1 | | | (2,759,184 | ) | | | (5,149,193 | ) |
Transfers out | | | — | | | | (90,844 | ) |
Total Class I Transactions | | | 221,515,621 | | | | 145,672,602 | |
| | | | | | | | |
Class R | | | | | | | | |
Proceeds from issuance of shares | | | 214,687,015 | | | | 4,201,030 | |
Reinvested distributions | | | — | | | | 40,447 | |
Shares tendered | | | — | | | | (654,057 | ) |
Transfers out | | | — | | | | (259,103 | ) |
Total Class R Transactions | | | 214,687,015 | | | | 3,328,317 | |
| | | | | | | | |
Class D | | | | | | | | |
Proceeds from issuance of shares | | | 12,438,900 | | | | 18,992,600 | |
Transfers in | | | — | | | | 90,844 | |
Reinvested distributions | | | — | | | | 175,725 | |
Shares tendered | | | (365,941 | ) | | | — | |
Transfers out | | | — | | | | (5,684,351 | ) |
Total Class D Transactions | | | 12,072,959 | | | | 13,574,818 | |
| | | | | | | | |
Net Change in Net Assets Resulting from Capital Share Transactions | | | 448,275,595 | | | | 162,575,737 | |
| | | | | | | | |
Total Net Increase in Net Assets | | | 479,405,812 | | | | 224,802,848 | |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of period | | | 568,533,426 | | | | 343,730,578 | |
End of period | | $ | 1,047,939,238 | | | $ | 568,533,426 | |
See accompanying Notes to Consolidated Financial Statements.
15
Hamilton Lane Private Assets Fund |
Consolidated Statements of Changes in Net Assets (Continued) |
| | For the Six Months Ended September 30, 2023 (Unaudited) | | For the Year Ended March 31, 2023 |
Shareholder Activity | | | | | | |
Class I Shares | | | | | | |
Shares sold | | 15,445,287 | | | 10,831,425 | |
Shares transferred in | | — | | | 422,502 | |
Reinvested distributions | | — | | | 187,276 | |
Shares tendered | | (187,798 | ) | | (377,909 | ) |
Shares transferred out | | — | | | (7,036 | ) |
Net Change in Class I Shares Outstanding | | 15,257,489 | | | 11,056,258 | |
| | | | | | |
Class R Shares | | | | | | |
Shares sold | | 15,020,395 | | | 326,555 | |
Reinvested distributions | | — | | | 2,995 | |
Shares tendered | | — | | | (51,379 | ) |
Shares transferred out | | — | | | (18,514 | ) |
Net Change in Class R Shares Outstanding | | 15,020,395 | | | 259,657 | |
| | | | | | |
Class D Shares | | | | | | |
Shares sold | | 861,840 | | | 1,460,304 | |
Shares transferred in | | — | | | 7,070 | |
Reinvested distributions | | — | | | 12,880 | |
Shares tendered | | (25,069 | ) | | — | |
Shares transferred out | | — | | | (406,342 | ) |
Net Change in Class D Shares Outstanding | | 836,771 | | | 1,073,912 | |
See accompanying Notes to Consolidated Financial Statements.
16
Hamilton Lane Private Assets Fund |
Consolidated Statement of Cash Flows For the Six Months Ended September 30, 2023 (Unaudited) |
Cash Flows From Operating Activities | | | | |
Net increase in net assets from operations | | $ | 31,130,217 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | | |
Purchases of investments | | | (226,225,177 | ) |
Purchases of short-term investments, net | | | (452,174,036 | ) |
Proceeds from investment distributions | | | 27,326,676 | |
Net realized gain on investments | | | (10,472,270 | ) |
Net change in unrealized appreciation/depreciation on investments | | | (29,806,224 | ) |
Net change on deferred tax | | | 2,162,185 | |
(Increase)/Decrease in Assets: | | | | |
Receivable for investments sold | | | (13,125 | ) |
Direct credit interest receivable | | | (289,690 | ) |
Direct equity dividends receivable | | | (1,290 | ) |
Interest receivable | | | (138,983 | ) |
Prepaid expenses and other assets | | | (1,009,747 | ) |
Increase/(Decrease) in Liabilities: | | | | |
Payable for investments in securities purchased | | | 30,591,440 | |
Due to custodian | | | 18,228,432 | |
Incentive fees payable | | | 5,726,746 | |
Investment management fee payable | | | 1,487,160 | |
Line of credit interest payable | | | 1,342,953 | |
Investor distribution and servicing fees payable | | | 322,810 | |
Accounting and administration fees payable | | | 51,595 | |
Transfer agent fees payable | | | 26,960 | |
Custody fees payable | | | 7,273 | |
Line of credit commitment fee payable | | | (33,806 | ) |
Other accrued expenses | | | (139,577 | ) |
Net Cash Used in Operating Activities | | | (601,985,142 | ) |
| | | | |
Cash Flows from Financing Activities | | | | |
Proceeds from capital contributions, net of change in capital contributions received in advance | | | 551,129,105 | |
Payments for shares tendered, net of decrease in payable for tenders | | | (4,247,524 | ) |
Proceeds from line of credit | | | 55,000,000 | |
Net Cash Provided by Financing Activities | | | 601,881,581 | |
| | | | |
Net change in Cash | | | (103,561 | ) |
Cash – Beginning of Period | | | 103,561 | |
Cash – End of Period | | $ | — | |
See accompanying Notes to Consolidated Financial Statements.
17
Hamilton Lane Private Assets Fund |
Consolidated Financial Highlights Class I Shares |
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the Six Months Ended September 30, 2023 (Unaudited) | | For the Year Ended March 31, 2023 | | For the Year Ended March 31, 2022 | | For the Period January 4, 2021* through March 31, 2021 |
Per Share Operating Performance: | | | | | | | | | | | | | | | | |
Net Asset Value per share, beginning of period | | $ | 14.14 | | | $ | 12.35 | | | $ | 10.38 | | | $ | 10.00 | |
Activity from investment operations: | | | | | | | | | | | | | | | | |
Net investment loss1 | | | (0.12 | ) | | | (0.44 | ) | | | (0.50 | ) | | | (0.09 | ) |
Net realized and unrealized gain/(loss) on investments and purchased options | | | 0.74 | | | | 2.42 | | | | 2.65 | | | | 0.47 | |
Net increase in reimbursement by affiliate (Note 6) | | | —2,3 | | | | — | | | | —2,4 | | | | — | |
Total from investment operations | | | 0.62 | | | | 1.98 | | | | 2.15 | | | | 0.38 | |
| | | | | | | | | | | | | | | | |
Distributions to investors | | | | | | | | | | | | | | | | |
From net realized gains | | | — | | | | (0.19 | ) | | | (0.18 | ) | | | — | |
Total distributions to investors | | | — | | | | (0.19 | ) | | | (0.18 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Net Asset Value per share, end of period | | $ | 14.76 | | | $ | 14.14 | | | $ | 12.35 | | | $ | 10.38 | |
| | | | | | | | | | | | | | | | |
Net Assets, end of year (in thousands) | | $ | 782,678 | | | $ | 534,134 | | | $ | 329,989 | | | $ | 160,711 | |
| | | | | | | | | | | | | | | | |
Ratios to average shareholders’ equity: | | | | | | | | | | | | | | | | |
Net investment loss5,6 | | | (0.23 | )% | | | (0.76 | )% | | | (1.21 | )% | | | (0.41 | )% |
| | | | | | | | | | | | | | | | |
Gross expenses7 | | | 3.00 | % | | | 4.62 | % | | | 5.44 | % | | | 3.37 | % |
Expense Recoupment/(Reimbursement) | | | 0.00 | % | | | 0.02 | % | | | 0.15 | % | | | (0.92 | )% |
Net expenses7 | | | 3.00 | % | | | 4.64 | % | | | 5.59 | % | | | 2.45 | % |
| | | | | | | | | | | | | | | | |
Total Return8 | | | 4.38 | %9,10 | | | 16.10 | %9 | | | 20.77 | %9 | | | 3.78 | %9,10 |
| | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 0.00 | %10 | | | 0.00 | % | | | 0.00 | % | | | 0.00 | %10 |
| | | | | | | | | | | | | | | | |
Senior Securities | | | | | | | | | | | | | | | | |
Total borrowings (000s) | | $ | 55,000 | | | $ | — | | | $ | — | | | $ | — | |
Asset coverage per $1,000 unit of senior indebtedness11 | | $ | 20,053 | | | $ | — | | | $ | — | | | $ | — | |
1 | Per share data is computed using the average shares method. |
2 | Amount represents less than $0.01 per share. |
3 | During the six months ended September 30, 2023, the Adviser reimbursed the Fund $37,053 for a trade error. The reimbursement had no impact on the Fund’s total return. |
4 | During the year ended March 31, 2022, the Adviser reimbursed the Fund $17,493 for a trade error. The reimbursement had no impact on the Fund’s total return. |
5 | Net investment loss has been annualized for periods of less than twelve months, except for Organizational Fees and Syndication Costs which are one time expenses. |
See accompanying Notes to Consolidated Financial Statements.
18
Hamilton Lane Private Assets Fund |
Consolidated Financial Highlights Class I Shares (Continued) |
6 | Net investment loss ratio is calculated excluding Incentive Fees. If Incentive Fees, which are not annualized, were included the ratio would have been lowered by 0.69% for the six months ended September 30, 2023, 2.52% for the year ended March 31, 2023, 3.11% for the year ended March 31, 2022, and 0.67% for the period ended March 31, 2021, resulting in a net investment loss ratio of (0.92)% for the six months ended September 30, 2023, (3.28)% for the year ended March 31, 2023, (4.32)% for the year ended March 31, 2022, and (1.08)% for the period ended March 31, 2021. Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests. Ratios do not include net investment income of the funds in which the Fund invests. |
7 | Expense ratios have been annualized for periods of less than twelve months, except for Organizational Fees and Syndication Costs which are one time expenses, and Incentive Fees which are not annualized. If Incentive Fees had been excluded, the expense ratios would have decreased by 0.69% for the six months ended September 30, 2023, 2.52% for the year ended March 31, 2023, 3.11% for the year ended March 31, 2022, and 0.67% for the period ended March 31, 2021. Expenses do not include expenses from underlying funds in which the Fund invests. |
8 | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges. |
9 | Includes adjustments in accordance with GAAP and accordingly the returns and per unit net asset value for financial reporting may differ from the per unit net asset value and returns for shareholder transactions. |
10 | Not annualized. |
11 | Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. |
* | The Fund commenced operations on January 4, 2021 following reorganization of Hamilton Lane Evergreen Private Fund LP which was effective as of close of business on December 31, 2020, see Note 1 in the accompanying notes to consolidated financial statements. |
See accompanying Notes to Consolidated Financial Statements.
19
Hamilton Lane Private Assets Fund |
Consolidated Financial Highlights Class R Shares |
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the Six Months Ended September 30, 2023 (Unaudited) | | For the Year Ended March 31, 2023 | | For the Year Ended March 31, 2022 | | For the Period January 4, 2021* through March 31, 2021 |
Per Share Operating Performance: | | | | | | | | | | | | | | | | |
Net Asset Value per share, beginning of period | | $ | 13.90 | | | $ | 12.23 | | | $ | 10.38 | | | $ | 10.00 | |
Activity from investment operations: | | | | | | | | | | | | | | | | |
Net investment loss1 | | | (0.17 | ) | | | (0.53 | ) | | | (0.58 | ) | | | (0.09 | ) |
Net realized and unrealized gain/(loss) on investments and purchased options | | | 0.73 | | | | 2.39 | | | | 2.61 | | | | 0.47 | |
Net increase in reimbursement by affiliate (Note 6) | | | —2,3 | | | | — | | | | —2,4 | | | | — | |
Total from investment operations | | | 0.56 | | | | 1.86 | | | | 2.03 | | | | 0.38 | |
| | | | | | | | | | | | | | | | |
Distributions to investors | | | | | | | | | | | | | | | | |
From net realized gains | | | — | | | | (0.19 | ) | | | (0.18 | ) | | | — | |
Total distributions to investors | | | — | | | | (0.19 | ) | | | (0.18 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Net Asset Value per share, end of period | | $ | 14.46 | | | $ | 13.90 | | | $ | 12.23 | | | $ | 10.38 | |
| | | | | | | | | | | | | | | | |
Net Assets, end of year (in thousands) | | $ | 221,997 | | | $ | 4,665 | | | $ | 929 | | | $ | 104 | |
| | | | | | | | | | | | | | | | |
Ratios to average shareholders’ equity: | | | | | | | | | | | | | | | | |
Net investment loss5,6 | | | (0.93 | )% | | | (1.47 | )% | | | (1.91 | )% | | | (0.41 | )% |
| | | | | | | | | | | | | | | | |
Gross expenses7 | | | 3.70 | % | | | 5.33 | % | | | 6.14 | % | | | 3.37 | % |
Expense Recoupment/(Reimbursement) | | | 0.00 | % | | | 0.02 | % | | | 0.15 | % | | | (0.92 | )% |
Net expenses7 | | | 3.70 | % | | | 5.35 | % | | | 6.29 | % | | | 2.45 | % |
| | | | | | | | | | | | | | | | |
Total Return8 | | | 4.03 | %9,10 | | | 15.28 | %9 | | | 19.61 | %9 | | | 3.78 | %9,10 |
| | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 0.00 | %10 | | | 0.00 | % | | | 0.00 | % | | | 0.00 | %10 |
| | | | | | | | | | | | | | | | |
Senior Securities | | | | | | | | | | | | | | | | |
Total borrowings (000s) | | $ | 55,000 | | | $ | — | | | $ | — | | | $ | — | |
Asset coverage per $1,000 unit of senior indebtedness11 | | $ | 20,053 | | | $ | — | | | $ | — | | | $ | — | |
1 | Per share data is computed using the average shares method. |
2 | Amount represents less than $0.01 per share. |
3 | During the six months ended September 30, 2023, the Adviser reimbursed the Fund $37,053 for a trade error. The reimbursement had no impact on the Fund’s total return. |
4 | During the year ended March 31, 2022, the Adviser reimbursed the Fund $17,493 for a trade error. The reimbursement had no impact on the Fund’s total return. |
5 | Net investment loss has been annualized for periods of less than twelve months, except for Organizational Fees and Syndication Costs which are one time expenses. |
See accompanying Notes to Consolidated Financial Statements.
20
Hamilton Lane Private Assets Fund |
Consolidated Financial Highlights Class R Shares (Continued) |
6 | Net investment loss ratio is calculated excluding Incentive Fees. If Incentive Fees, which are not annualized, were included the ratio would have been lowered by 0.69% for the six months ended September 30, 2023, 2.52% for the year ended March 31, 2023, 3.11% for the year ended March 31, 2022, and 0.67% for the period ended March 31, 2021, resulting in a net investment loss ratio of (1.62)% for the six months ended September 30, 2023, (3.99)% for the year ended March 31, 2023, (5.02)% for the year ended March 31, 2022, and (1.08)% for the period ended March 31, 2021. Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests. Ratios do not include net investment income of the funds in which the Fund invests. |
7 | Expense ratios have been annualized for periods of less than twelve months, except for Organizational Fees and Syndication Costs which are one time expenses, and Incentive Fees which are not annualized. If Incentive Fees had been excluded, the expense ratios would have decreased by 0.69% for the six months ended September 30, 2023, 2.52% for the year ended March 31, 2023, 3.11% for the year ended March 31, 2022, and 0.67% for the period ended March 31, 2021. Expenses do not include expenses from underlying funds in which the Fund invests. |
8 | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges. |
9 | Includes adjustments in accordance with GAAP and accordingly the returns and per unit net asset value for financial reporting may differ from the per unit net asset value and returns for shareholder transactions. |
10 | Not annualized. |
11 | Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. |
* | The Fund commenced operations on January 4, 2021 following reorganization of Hamilton Lane Evergreen Private Fund LP which was effective as of close of business on December 31, 2020, see Note 1 in the accompanying notes to consolidated financial statements. |
See accompanying Notes to Consolidated Financial Statements.
21
Hamilton Lane Private Assets Fund |
Consolidated Financial Highlights Class D Shares |
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the Six Months Ended September 30, 2023 (Unaudited) | | For the Year Ended March 31, 2023 | | For the Period August 1, 2021* through March 31, 2022 |
Per Share Operating Performance: | | | | | | | | | | | | |
Net Asset Value per share, beginning of period | | $ | 14.07 | | | $ | 12.32 | | | $ | 11.10 | |
Activity from investment operations: | | | | | | | | | | | | |
Net investment loss1 | | | (0.14 | ) | | | (0.47 | ) | | | (0.35 | ) |
Net realized and unrealized gain/(loss) on investments and purchased options | | | 0.72 | | | | 2.41 | | | | 1.75 | |
Net increase in reimbursement by affiliate (Note 6) | | | —2,3 | | | | — | | | | — | |
Total from investment operations | | | 0.59 | | | | 1.94 | | | | 1.40 | |
| | | | | | | | | | | | |
Distributions to investors | | | | | | | | | | | | |
From net realized gains | | | — | | | | (0.19 | ) | | | (0.18 | ) |
Total distributions to investors | | | — | | | | (0.19 | ) | | | (0.18 | ) |
| | | | | | | | | | | | |
Net Asset Value per share, end of period | | $ | 14.66 | | | $ | 14.07 | | | $ | 12.32 | |
| | | | | | | | | | | | |
Net Assets, end of year (in thousands) | | $ | 43,264 | | | $ | 29,734 | | | $ | 12,812 | |
| | | | | | | | | | | | |
Ratios to average shareholders’ equity: | | | | | | | | | | | | |
Net investment loss4,5 | | | (0.48 | )% | | | (1.01 | )% | | | (1.44 | )% |
| | | | | | | | | | | | |
Gross expenses6 | | | 3.25 | % | | | 4.87 | % | | | 4.43 | % |
Expense Recoupment/(Reimbursement) | | | 0.00 | % | | | 0.02 | % | | | 0.26 | % |
Net expenses6 | | | 3.25 | % | | | 4.89 | % | | | 4.69 | % |
| | | | | | | | | | | | |
Total Return7 | | | 4.19 | %8,9 | | | 15.82 | %7 | | | 12.66 | %8,9 |
| | | | | | | | | | | | |
Portfolio turnover rate | | | 0.00 | %9 | | | 0.00 | % | | | 0.00 | %9 |
| | | | | | | | | | | | |
Senior Securities | | | | | | | | | | | | |
Total borrowings (000s) | | $ | 55,000 | | | $ | — | | | $ | — | |
Asset coverage per $1,000 unit of senior indebtedness10 | | $ | 20,053 | | | $ | — | | | $ | — | |
1 | Per share data is computed using the average shares method. |
2 | Amount represents less than $0.01 per share. |
3 | During the six months ended September 30, 2023, the Adviser reimbursed the Fund $37,053 for a trade error. The reimbursement had no impact on the Fund’s total return. |
4 | Net investment loss has been annualized for periods of less than twelve months, except for Organizational Fees and Syndication Costs which are one time expenses. |
5 | Net investment loss ratio is calculated excluding Incentive Fees. If Incentive Fees, which are not annualized, were included the ratio would have been lowered by 0.69% for the six months ended September 30, 2023, 2.52% for the year ended March 31, 2023, and 1.96% for the period August 1, 2021 through March 31, 2022, resulting in a net investment loss ratio of (1.17)% for the six months ended September 30, 2023, (3.53)% for the year ended March 31, 2023, and (3.40)% for the period August 1, 2021 through March 31, 2022. Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests. Ratios do not include net investment income of the funds in which the Fund invests. |
See accompanying Notes to Consolidated Financial Statements.
22
Hamilton Lane Private Assets Fund |
Consolidated Financial Highlights Class D Shares (Continued) |
6 | Expense ratios have been annualized for periods of less than twelve months, except for Organizational Fees and Syndication Costs which are one time expenses, and Incentive Fees which are not annualized. If Incentive Fees had been excluded, the expense ratios would have decreased by 0.69% for the six months ended September 30, 2023, 2.52% for the year ended March 31, 2023, and 1.96% for the period August 1, 2021 through March 31, 2022. Expenses do not include expenses from underlying funds in which the Fund invests. |
7 | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges. |
8 | Includes adjustments in accordance with GAAP and accordingly the returns and per unit net asset value for financial reporting may differ from the per unit net asset value and returns for shareholder transactions. |
9 | Not annualized. |
10 | Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. |
* | The Class commenced operations on August 1, 2021. |
See accompanying Notes to Consolidated Financial Statements.
23
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) |
Note 1 – Organization |
Hamilton Lane Private Assets Fund (the “Fund”) a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. Hamilton Lane Advisors, L.L.C. (the “Adviser” or “Hamilton Lane”), a Pennsylvania limited liability company, serves as the investment adviser of the Fund. The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Fund was organized as a Delaware trust on February 7, 2020 and commenced operations on January 4, 2021. Simultaneous with the commencement of the Fund’s operations (“Commencement of Operations”), the Hamilton Lane Evergreen Private Fund LP (the “Predecessor Fund”), reorganized with and transferred substantially all its portfolio securities into the Fund. The Predecessor Fund maintained an investment objective, strategies and investment policies, guidelines and restrictions that were, in all material respects, equivalent to those of the Fund. The Fund and the Predecessor Fund share the same investment adviser and portfolio managers.
The Fund may include investments in general or limited partnerships, funds, corporations, trusts or other investment vehicles (collectively, “Investment Funds”). The Fund’s investments will also include direct investments in the equity or debt of a company (collectively, “Direct Investments”). The Fund’s primary investment objective is to generate capital appreciation over the medium- and long-term through investments in private assets globally.
(a) Consolidation of Subsidiaries
The Fund may make investments through wholly-owned subsidiaries (each a “Subsidiary” and together, the “Subsidiaries”). Such Subsidiaries will not be registered under the Investment Company Act. However, the Fund will wholly own and control any Subsidiaries. In addition, the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned or majority-owned by the Fund. The Board has oversight responsibility for the investment activities of the Fund, including its investment in any Subsidiary, and the Fund’s role as sole member or shareholder of any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. The Fund would “look through” any such Subsidiary to determine compliance with its investment policies. Each investment adviser to any such foreign Subsidiary will comply with Section 15 of the Investment Company Act with respect to advisory contract approval, including that (i) material amendments to any such Subsidiary’s advisory contract must be approved by the Fund’s shareholders or the Fund’s Board in the manner and to the extent that the Fund’s advisory agreement must be approved by the Fund’s shareholders or the Fund’s Board of Trustees (“Board”); and (ii) the Fund’s shareholders will have the ability to vote to terminate the Subsidiary’s advisory agreements to the extent that they can vote to terminate the Fund’s advisory agreement.
As of September 30, 2023, there are four active Subsidiaries: the PAF JZ Blocker and the PAF Diamondback Blocker, both formed under the laws of the Cayman Islands, on September 17, 2020 and September 8, 2022, respectively, and HL PAF Holdings, LLC, HL PAF Splitter, LLC, and HL PAF DE Blocker, LLC, incorporated in Delaware on March 10, 2021, May 5, 2023, and May 5, 2023, respectively. The Consolidated Schedule of Investments, Consolidated Statement of Assets and Liabilities, Consolidated Statement of Operations, Consolidated Statements of Changes in Net Assets, Consolidated Statement of Cash Flows and Consolidated Financial Highlights of the Fund include the accounts of the Subsidiaries. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of September 30, 2023, total assets of the Fund were $1,337,478,215, of which $6,232,525, or approximately 0.5%, was held in the PAF JZ Blocker, $45,595,726, or approximately 3.4%, was held in PAF Diamondback Blocker, $400,107,313, or approximately 30.0%, was held in HL PAF Holdings, LLC, $180,264,589, or approximately 13.5%, was held in HL PAF Splitter, LLC and $10,030, or approximately 0.0% was held in HL PAF DE Blocker, LLC.
Note 2 – Accounting Policies
The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
(a) Basis of Accounting
The Fund is an investment company and follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies (“ASC 946”). U.S. GAAP for an investment company requires investments to be recorded at their estimated fair value.
24
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 2 – Accounting Policies (continued) |
(b) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(c) Cash
Cash, represents cash deposits held at financial institutions. Cash is held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation or Securities Investor Protection Corporation limitations.
(d) Options purchased
When an option is purchased, an amount equal to the premium paid is recorded as an investment and is subsequently adjusted to the current fair value of the option purchased. Premiums paid for the purchase of options which expire unexercised are treated by the Fund on the expiration date as realized losses. If a purchased put option is exercised, the premium is subtracted from the proceeds of the sale of the underlying security or foreign currency in determining whether the Fund has realized a gain or loss. If a purchased call option is exercised, the premium increases the cost basis of the security or foreign currency purchased by the Fund. Options purchased on an exchange are standardized while options purchased over-the-counter (“OTC”) have counterparty risk associated with them. See Note 13.
(e) Concentration of Market, Credit, and Industry Risks
The Fund’s portfolio investments are generally illiquid, non-publicly traded securities and are realized as distributions from portfolio investments made and when portfolio investments are disposed of. These portfolio investments are subject to various risk factors including market, credit, and industry risk. Market risk represents the potential loss in value of financial instruments caused by movements in market variables, such as interest rates. Other risks affecting these portfolio investments include, but are not limited to, increasing competition, rapid changes in technology and changes in economic conditions. Additionally, certain portfolio investments are denominated in foreign currencies that may be negatively affected by movements in the rate of exchange between the U.S. dollar and such foreign currencies. These risk factors could have a material effect on the ultimate realizable value of the Fund’s portfolio investments.
(f) Fair Value of Financial Instruments
The fair value of the Fund’s assets which qualify as financial instruments approximates the carrying amounts presented in the Consolidated Statement of Assets and Liabilities. The Fund values its investments in investment funds at fair value in accordance with FASB ASC 820, Fair Value Measurement (“ASC 820”).
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the Investment Company Act. Rule 2a-5 permits fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the Investment Company Act and the threshold for determining whether a fund must fair value a security. Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Fund. Adoption of the rule did not have a material impact to the Fund’s valuation policies and procedures
The Fund’s direct investments are also in private equity credit and equity-related investments that are generally not publicly traded, and thus, market quotations are not available to be used for valuation purposes. Therefore, the Adviser is required to value these direct investments at estimated fair values, using present value and other subjective valuation techniques. These may include references to market multiples, valuations for comparable companies, public market or private transactions, subsequent developments concerning the companies to which the securities relate, results of
25
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 2 – Accounting Policies (continued) |
operations, financial condition, cash flows, and projections of such companies provided to the Adviser and such other factors as the Adviser may deem relevant. Depending on the circumstances, company multiples will not always be comparable due to the size of the related companies or associated transactions being used as comparable data in valuation.
The Adviser utilizes a valuation committee, consisting of senior members of the management team, to review and approve the valuation results related to the investments. The Adviser also utilizes independent valuation firms to provide third-party valuation consulting services for Direct Investments.
For portfolio investments that are publicly traded and for which market quotations are available, valuations are generally based on the closing sales prices, or an average of the closing bid and ask prices, as of the valuation date.
(g) Investment Transactions and Related Income
The Fund’s primary sources of income are investment income and gains recognized upon distributions from portfolio investments and unrealized appreciation/depreciation in the fair value of its portfolio investments. The Fund generally recognizes investment income and realized gains/losses based on the characterization of distributions provided by the administrator/investment manager of the portfolio investment on the date received. Distributions occur at irregular intervals, and the exact timing of distributions from the portfolio investments has not been communicated to the Fund. It is estimated that distributions will occur over the life of the portfolio investments.
Realized gains and losses from the sale of portfolio investments represent the difference between the original cost of the portfolio investments, as adjusted for return of capital distributions (net cost), and the net proceeds received at the time of the sale, disposition or distribution date. The Fund records realized gains and losses on portfolio investments when securities are sold, distributed to the partners or written-off as worthless. The Fund recognizes the difference between the net cost and the estimated fair value of portfolio investments owned as the net change in unrealized appreciation/depreciation on investments in the Consolidated Statement of Operations.
Return of capital or security distributions received from portfolio investments are accounted for as a reduction to cost.
Interest income, including amortization of premium or discount using the effective interest method and interest on paid-in-kind instruments, is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date or the date the Fund becomes aware of the dividend.
(h) Foreign Currency
The values of portfolio investments denominated in foreign currencies are translated into U.S. dollars at the date of valuation. Capital contributions to the portfolio investments and distributions received from the portfolio investments are translated into U.S. dollar amounts on the respective dates of each such transaction. The Fund does not isolate the effects of changes in foreign currency rates on the valuation of these portfolio investments. Such fluctuations in exchange rates are included with and form part of the net realized and unrealized gain (loss) from investments.
(i) Currency Risk
Investment Funds make direct and indirect investments in a number of different currencies. Any returns on, and the value of such investments may, therefore, be materially affected by exchange rate fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the convertibility of the currencies in question and/or other factors. A decline in the value of the currencies in which the Fund investments are denominated against the U.S. dollar will result in a decrease in the Fund’s net asset value. The Adviser generally will not hedge the value of investments made by the Fund against currency fluctuations. Accordingly, the performance of the Fund could be adversely affected by such currency fluctuations.
(j) Income Taxes
The Fund elects to be treated as, and qualifies as, a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required for the Fund.
26
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 2 – Accounting Policies (continued) |
In accounting for income taxes, the Fund follows the guidance in FASB ASC 740, Accounting for Uncertainty in Income Taxes. FASB ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. There were no material uncertain tax positions requiring recognition in the Fund’s financial statements as of September 30, 2023.
The Fund utilizes a tax-year end of September 30 and the Fund’s income and federal excise tax returns and all financial records supporting returns will be subject to examination by the federal and Delaware revenue authorities.
The Adviser has analyzed the Fund’s tax positions and has concluded that as of and during the open tax years ended September 30, 2021-2023, no provision for income taxes is required in the financial statements. Therefore, no additional tax expense, including any interest and penalties, was recorded in the current year and no adjustments were made to prior periods. To the extent the Fund recognizes interest and penalties, they are included in interest expense and other expenses, respectively, in the Consolidated Statement of Operations.
Note 3 – Investment Transactions
For the six months ended September 30, 2023, purchases and sales of investments, excluding short-term investments, were $226,162,512 and $0, respectively.
Note 4 – Portfolio Valuation
ASC 820 defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the asset or liability. ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in valuing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observation of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below:
Level I: Quoted prices are available in active markets for identical investments as of the reporting date. The types of investments which would generally be included in Level I include listed equities.
Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. The types of investments which would generally be included in Level II include corporate bonds and loans, and less liquid and restricted equity securities. This category also includes interests in special purpose vehicles whose fair value is predominantly attributable to investments in Level I type securities.
Level III: Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Those unobservable inputs, that are not corroborated by market data, generally reflect the reporting entity’s own assumptions about the assumptions market participants would use in determining the fair value of the investment. The types of investments which would generally be included in Level III include equity and/or debt securities issued by private entities and investments in private equity partnerships.
The Fund has established valuation processes and procedures to ensure that the valuation techniques are fair and consistent, and valuation inputs are supportable. Under the Fund’s valuation procedures adopted by the Board, the Board has delegated day-to-day responsibility for fair value determinations and pricing to the Adviser subject to the oversight of the Board (the “Valuation Designee”). The Valuation Designee is responsible for developing the Fund’s written
27
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 4 – Portfolio Valuation (continued) |
valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies. The Fund’s investments in Investment Funds are carried at fair value which generally represents the Fund’s pro-rata interest in the net assets of each Investment Fund as reported by the administrators and/or investment managers of the underlying Investment Funds. All valuations utilize financial information supplied by each Investment Fund and are net of management and incentive fees or allocations payable to the Investment Funds’ managers or pursuant to the Investment Funds’ agreements. The Fund’s valuation procedures require the Valuation Designee to consider all relevant information available at the time the Fund values its portfolio. The Valuation Designee has assessed factors including, but not limited to, the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place. The Valuation Designee will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its net asset value as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements.
The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Fund’s management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of September 30, 2023, in valuing the Fund’s assets and liabilities carried at fair value:
Assets | | Level I | | Level II | | Level III | | Total |
Investments | | | | | | | | | | | | |
Direct Credit | | $ | — | | $ | — | | $ | 85,930,886 | | $ | 85,930,886 |
Direct Equity | | | — | | | 54,823 | | | 292,803,731 | | | 292,858,554 |
Short Term Investments | | | 550,900,863 | | | — | | | — | | | 550,900,863 |
Total Investments | | $ | 550,900,863 | | $ | 54,823 | | $ | 378,734,617 | | $ | 929,690,303 |
In accordance with Accounting Standards Update (“ASU”) 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) certain portfolio investments fair valued using net asset value (or its equivalent) as a practical expedient are not included in the fair value hierarchy. As such, investments in securities with a fair value of $405,756,522 are excluded from the fair value hierarchy as of September 30, 2023.
The following is a reconciliation of assets in which significant unobservable inputs (Level III) were used in determining value:
| | Direct Credit | | Direct Equity |
Balance as of March 31, 2023 | | $ | 63,964,453 | | | $ | 209,758,089 | |
Transfers into Level III | | | — | | | | — | |
Transfers out of Level III | | | — | | | | — | |
Total gains or losses for the period | | | | | | | | |
Included in earnings (or changes in partners’ capital) | | | 180,720 | | | | 6,254,603 | |
Purchases | | | 23,697,029 | | | | 77,103,646 | |
Distributions received | | | (1,911,316 | ) | | | (312,607 | ) |
Balance as of September 30, 2023 | | $ | 85,930,886 | | | $ | 292,803,731 | |
| | | | | | | | |
Change in unrealized gains or losses for the period included in earnings (or changes in partners’ capital) for Level III assets held at the end of the reporting period | | $ | 180,720 | | | $ | 6,254,603 | |
28
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 4 – Portfolio Valuation (continued) |
The following table presents additional quantitative information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level III as of September 30, 2023:
Asset Class | | Fair Value at September 30, 2023 | | Valuation Technique(s) | | Unobservable Input(1) | | Range of Input | | Weighted Average of Input(2) | | Impact to Valuation from an Increase in Input(3) |
Direct Credit | | $ | 85,930,886 | | Income Approach | | Market Yield | | 10.8% – 16.1% | | 12.2% | | Decrease |
| | | | | Market Approach | | EBITDA Multiple | | 5.8x – 13.0x | | 10.9x | | Increase |
| | | | | | | NFY EBITDA Multiple | | 9.5x | | N/A(4) | | Increase |
| | | | | | | Broker Quote | | 65.9% | | N/A(4) | | Decrease |
| | | | | Recent Transaction | | Recent transaction price | | N/A | | N/A(4) | | N/A |
Direct Equity | | | 292,803,731 | | Market Approach | | EBITDA Multiple | | 9.0x – 47.0x | | 15.3x | | Increase |
| | | | | | | Revenue Multiple | | 4.3x – 13.5x | | 7.5x | | Increase |
| | | | | | | NFY Revenue Multiple | | 13.0x | | N/A(4) | | Increase |
| | | | | Recent Transaction | | Recent transaction price | | N/A | | N/A | | N/A |
The Fund’s investments in Secondary Investments, along with their corresponding unfunded commitments and other attributes, as of September 30, 2023, are briefly summarized in the table below*.
Investment Category
| | Investment Strategy
| | Fair Value
| | Unfunded Commitments
| | Remaining Life
| | Redemption Frequency
| | Notice Period (In Days) | | Redemption Restriction Terms |
Growth | | Investments in high growth potential companies | | $ | 86,664,674 | | $ | 7,715,769 | | Up to 10 years | | None | | N/A | | N/A |
Buyout | | Investments in which a mature company is acquired from current shareholders | | | 284,542,187 | | | 61,445,641 | | Up to 10 years | | None | | N/A | | N/A |
Credit | | Investments in the debt of a company | | | 17,784,145 | | | 7,002,719 | | Up to 10 years | | None | | N/A | | N/A |
Venture | | Investments in investments in early stage | | | 16,765,516 | | | 756,291 | | Up to 10 years | | None | | N/A | | N/A |
Private equity is a common term for investments that typically are made in non-public companies through privately negotiated transactions. Private equity investors generally seek to acquire quality assets at attractive valuations and use operational expertise to enhance value and improve portfolio company performance. Buyout funds acquire private and
29
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 4 – Portfolio Valuation (continued) |
public companies, as well as divisions of larger companies. Private equity specialists then seek to uncover value-enhancing opportunities in portfolio companies, unlock the value of the portfolio company and reposition it for sale at a multiple of invested equity.
The following outlines the primary investment strategies of the Secondary Investments held by the Fund as of September 30, 2023.
• Buyout. Control investments in established, cash flow positive companies are usually classified as buyouts. Buyout investments may focus on small-, mid- or large-capitalization companies, and such investments collectively represent the largest portion of the capital deployed in the overall private equity market. The use of debt financing, or leverage, is prevalent in buyout transactions — particularly in the large-cap segment. Overall, debt financing typically makes up 50-70% of the price paid for a company.
• Credit. Investments into credit and credit-oriented securities, including loans, bonds and other forms of debt. These investment activities typically focus on lending to established corporate borrowers, which may be utilizing leverage as part of a buyout financing. Generally the Fund’s credit investment activities involve the issuance of new debt to an established, cash-flow positive company (borrower). Credit investments may also include asset-based-lending transactions or structured debt opportunities. The fund will typically invest in, but is not limited to, senior and junior debt securities including first lien, unitranche, second lien, mezzanine and other forms of debt. These debt positions may be secured or unsecured and typically have a contractual current yield and maturity date.
• Growth. Equity investments in early stage or other high growth potential companies
• Venture. Investments in new and emerging companies are usually classified as venture capital. Such investments are often in healthcare, internet-enabled or other technology-related industries. Companies financed by venture capital are generally not cash flow positive at the time of investment and may require several rounds of financing before the company can be sold privately or taken public. Venture capital investors may finance companies along the full path of development or focus on certain sub-stages (usually classified as seed, early and late stage) in partnership with other investors.
Note 5 – Federal Income Taxes
At March 31, 2023, gross unrealized appreciation and depreciation of investments owned by the Fund, based on cost for federal income tax purposes were as follows:
Cost of investments | | $ | 510,663,025 | |
Gross unrealized appreciation | | | 251,542,804 | |
Gross unrealized depreciation | | | (118,110,035 | ) |
Net unrealized appreciation on investments | | $ | 133,432,769 | |
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
Note 6 – Investment Management Fees and Allocations
The Fund pays the Adviser an investment management fee (the “Investment Management Fee”) in consideration of the Advisory and other services provided by the Adviser to the Fund. The Fund pays the Adviser a quarterly Investment Management Fee equal to 1.50% on an annualized basis of the Fund’s average daily Managed Assets during such period. “Managed Assets” means the total assets of the Fund (including any assets attributable to money borrowed for investment purposes) minus the sum of the Fund’s accrued liabilities (other than money borrowed for investment purposes). Because the Investment Management Fee is based on the Fund’s Managed Assets, any leverage utilized by the Fund for investment purposes will result in an increase in such fee (as a percentage of net assets attributable to Shares). Borrowed funds that are held in cash,
30
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 6 – Investment Management Fees and Allocations (continued) |
cash equivalents, other short-term securities or money market funds are not considered to be borrowed for investment purposes and are therefore not included in Managed Assets for purposes of calculating the Investment Management Fee. The Investment Management Fee is paid to the Adviser before giving effect to any repurchase of Shares in the Fund effective as of that date and will decrease the net profits or increase the net losses of the Fund that are credited to its shareholders.
In addition, the Adviser (or, to the extent permitted by applicable law, an affiliate of the Adviser) will be entitled to receive an Incentive Fee, that is accrued monthly and payable upon the Fund’s exit from an investment in each Direct Investment, Secondary Investment, Listed PE Investment and Opportunistic Investment (each, an “Applicable Investment”).
The Incentive Fee shall be calculated in respect of each Applicable Investment (i.e., on a deal-by-deal basis), whether or not such investments are made through any intermediate vehicle. No Incentive Fee will be payable in respect of any Investments of the Fund in interests of a new private asset fund that are acquired from the fund during the fund’s fund-raising phase, currency hedging transactions or cash equivalents. The cumulative Incentive Fee was calculated, as described below, for each Applicable Investment based on the results of performance of those investments from date of acquisition through September 30, 2023, including unrealized appreciation/depreciation of those investments as of September 30, 2023, adjusted for any Incentive Fee payments upon the Fund’s exit of an Applicable Investment. The cumulative accrued Incentive Fee from the inception of the Fund through September 30, 2023 totaled $26,908,822, which is reflected on the Consolidated Statement of Assets and Liabilities as Incentive fees payable. The Incentive Fee reflected on the Consolidated Statement of Operations represents the change in the Incentive fee payable for the 6 month reporting period ending September 30, 2023, excluding payments upon the exit of an Applicable Investment. The Incentive Fee for the current reporting period is $5,641,082.
The Incentive Fee in respect of each Applicable Investment shall be calculated as follows:
(i) First, 100% of all proceeds (including both cash and non-cash proceeds) from such Applicable Investment received by the Fund (“Relevant Proceeds”) shall be retained by the Fund until it has received Relevant Proceeds equal to:
(a) the acquisition cost of such Applicable Investment; plus
(b) an amount equal to the Preferred Return Rate, compounded annually, on the amounts originally invested by the Fund in such Applicable Investment, calculated from the time (or times) the Fund contributed capital in respect of such Applicable Investment until the Fund received Relevant Proceeds in respect of such Applicable Investment equal to this paragraph (i), taking into account the timing of the relevant cash flows;
(ii) Second, the Adviser will be entitled to amounts equal to 100% of further Relevant Proceeds received by the Fund with respect to such Applicable Investment until such time as the Adviser has received 12.50% multiplied by the sum of (x) the preferred return described in paragraph (i)(b) above and (y) the amounts distributed to the Adviser under this paragraph; and
(iii) Third, an additional amount equal to 12.50% multiplied by further Relevant Proceeds with respect to such Applicable Investment will be distributed to the Adviser and the remainder of further Relevant Proceeds with respect to such Applicable Investment shall be retained by the Fund.
For purposes of the foregoing, (A) the “Preferred Return Rate” equals (x) 8% per annum in respect of any Direct Equity Investment, Secondary Investment, Opportunistic Investment or Listed PE Investment and (y) 6% per annum in respect of any Direct Credit Investment, (B) all amounts “retained” by the Fund shall be available for immediate use by the Fund for payment of expenses, reinvestment or any other valid Fund purpose, and need not be held by the Fund as cash or in any other form for any length of time, but rather the Fund is free to use such amounts in any manner, (C) a single Secondary Investment may be composed of a portfolio of underlying assets acquired in a single transaction or a series of related transactions as determined by the Adviser in its reasonable discretion, and assets acquired as part of a single secondary transaction may be treated as one or more separate Secondary Investments, and (D) the contributions to and distributions from an applicable investment will be based on the actual currency in which such amounts are made and will not reflect any hedging.
The Adviser has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, certain
31
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 6 – Investment Management Fees and Allocations (continued) |
transaction-related expenses, extraordinary expenses, acquired fund fees and expenses, the Investment Management Fee and the Incentive Fee) do not exceed 1.45%, 0.75% and 1.00% of the average daily net assets of Class R Shares, Class I Shares and Class D Shares, respectively (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation Agreement also provides that, after the commencement of operations until the first anniversary of the commencement of operations, the Adviser agrees to waive fees payable to it by the Fund on assets held in cash or cash equivalents less the total amount of capital committed by the Fund and not yet drawn for investment. The Expense Limitation Agreement had an initial term ending one-year from the Commencement of Operations (January 4, 2021), and will automatically renew thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at least annually by a majority of the Trustees. The Expense Limitation Agreement may be terminated by the Fund’s Board of Trustees upon thirty days’ written notice to the Adviser.
During the year ended March 31, 2022, the Adviser reimbursed the Fund $17,493 for an error during its valuation procedure. This amount is reported on the Fund’s Consolidated Statements of Changes in Net Assets under the caption “Reimbursement by affiliate.” This reimbursement had no impact on the Fund’s performance.
During the six months ended September 30, 2023, the Adviser reimbursed the Fund $37,053 for an error during its valuation procedure. This amount is reported on the Fund’s Consolidated Statements of Changes in Net Assets under the caption “Reimbursement by affiliate.” This reimbursement had no impact on the Fund’s performance.
Note 7 – Certain Risk Factors and Conflicts of Interest
Investors considering an investment in the Fund should be aware of potential risks. Prospective investors must rely upon their own examination of, and ability to understand, the nature of this investment, including the risks involved, in making a decision to invest in the Fund. There can be no assurance that the Fund will be able to achieve its investment objective or that investors will receive a return of their capital. In addition, there will be occasions when the Adviser or its affiliates may encounter potential conflicts of interest. By acquiring an interest in the Fund, each shareholder will be deemed to have acknowledged the existence of any such actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest.
The Fund will invest in highly illiquid, long-term investments. The Fund does not expect to be able to transfer its investments in, or to withdraw from, the Investment Funds or Direct Investments. In addition, the investments of the Investment Funds and Direct Investments generally will be investments for which no liquid market exists or will be subject to legal or other restrictions on transfer, and the Fund may be required to hold such investments until maturity or otherwise be restricted from disposing of such investments. Investment Funds or sponsors of Direct Investments in which the Fund invests 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 or the 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 Fund to Limited Partners in-kind and could consist of securities for which there is no readily available market.
In some cases, the Fund may dispose of its investments in one or more Investment Funds and Direct Investments in secondary transactions with third parties. Approval of the sponsors of Investment Funds and Direct Investments will generally be required to effect any such secondary sale and there can be no assurances that such approval will be given. Furthermore, due to the illiquid market for secondary transactions, there can be no assurance that any secondary sale will be successfully completed in the time the Adviser determines most appropriate for the Fund or that the price paid by a third-party purchaser will reflect Hamilton Lane’s or the underlying fund sponsor’s valuation for such investment. Depending on the circumstances of the Underlying Fund, the price received by the Fund may represent a substantial discount relative to the valuation at which such investment is held or the amount of capital contributed to such investment. The Fund may be required to agree to retain certain liabilities relating to the Underlying Fund or Direct Investment even after it is sold.
32
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 7 – Certain Risk Factors and Conflicts of Interest (continued) |
Under the Investment Company Act, the Fund is required to carry its portfolio investments at market value or, if there is no readily available market value, at fair value. There is not a public market for the securities of the privately held companies in which the Fund may invest. Many of the Fund’s investments are not exchange-traded, but are, instead, traded on a privately negotiated over-the-counter (“OTC”) secondary market for institutional investors. The Board is responsible for the valuation of the Fund’s portfolio investments, and has delegated day-to-day responsibility for implementing the portfolio valuation process set forth in the Fund’s valuation policy to the Adviser. Valuations of Fund investments are disclosed quarterly in reports publicly filed with the SEC.
Certain interested trustees and officers of the Fund are affiliated with the Adviser and receive no compensation from the Fund for serving as officers and/or trustees.
A high proportion of the Fund’s investments relative to its total investments are expected to be valued at fair value. Certain factors that may be considered in determining the fair value of the Fund’s investments include dealer quotes for securities traded on the OTC secondary market for institutional investors, the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparison to selected publicly-traded companies, discounted cash flow and other relevant factors. The factors and methodologies used for the valuation of such securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can realize the fair value assigned to a security if it were to sell the security. Such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, and they often reflect only periodic information received by the Adviser about such companies’ financial condition and/or business operations, which may be on a lagged basis and can be based on estimates. Determinations of fair value may differ materially from the values that would have been used if an exchange-traded market for these securities existed. Investments in private companies are typically governed by privately negotiated credit agreements and covenants, and reporting requirements contained in the agreements may result in a delay in reporting their financial position to lenders, which in turn may result in the Fund’s investments being valued on the basis of this reported information. Due to these various factors, the Fund’s fair value determinations could cause the Fund’s net asset value on a valuation day to materially differ from what it would have been had such information been fully incorporated. As a result, investors who purchase shares may receive more or less shares and investors who tender their shares may receive more or less cash proceeds than they otherwise would receive.
The Adviser provides investment advice to a variety of clients, including through other accounts and investment funds, and expects to have additional clients in the future. These other clients may have goals that are similar to or overlap with those of the Fund. As a result, the Adviser and its affiliates — including each of their respective directors, officers, partners and employees — may be subject to various conflicts of interest in their relationships and dealings with the Fund. By acquiring an interest in the Fund, each investor will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and, to the extent permitted by applicable law, to have waived any claims with respect to the existence of any conflicts of interest.
The valuations reported by the Investment Fund managers, based upon which the Fund determines its month-end net asset value and the net asset value per Share may be subject to later adjustment or revision. For example, fiscal year-end net asset value calculations of the Investment Funds may be revised as a result of audits by their independent auditors. Other adjustments may occur from time to time. Because such adjustments or revisions, whether increasing or decreasing the net asset value of the Fund at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase proceeds of the Fund received by shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds, subject to the ability of the Fund to adjust or recoup the repurchase proceeds received by shareholders under certain circumstances. As a result, to the extent that such subsequently adjusted valuations from the Investment Fund managers or revisions to the net asset value of an Investment Fund or direct private equity investment adversely affect the Fund’s net asset value, the outstanding Shares may be adversely affected by prior repurchases to the benefit of shareholders who had their Shares repurchased at a net asset value higher than the adjusted amount.
Conversely, any increases in the net asset value resulting from such subsequently adjusted valuations may be entirely for the benefit of the outstanding Shares and to the detriment of shareholders who previously had their Shares repurchased at a net asset value lower than the adjusted amount. The same principles apply to the purchase of Shares. New shareholders may be affected in a similar way.
33
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
|
Note 8 – Shareholder Servicing Plan
The Fund has adopted a Distribution and Service Plan with respect to Class R and Class D Shares in compliance with Rule 12b-1 under the Investment Company Act. The Distribution and Service Plan allows the Fund to pay distribution and servicing fees for the sale and servicing of its Class R and Class D Shares. Under the Distribution and Service Plan, the Fund will be permitted to pay as compensation up to a maximum of 0.70% per year on Class R Shares and up to a maximum of 0.25% per year on Class D Shares on an annualized basis of the aggregate net assets of the Fund attributable to each class (the “Distribution and Servicing Fee”) to the Fund’s distributor, UMB Distribution Services, LLC, and/or other qualified recipients. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of an investment and may cost more than paying other types of sales charges. Class I Shares are not subject to the Distribution and Servicing Fee. For the six months ended September 30, 2023, distribution and service fees incurred are disclosed on the Consolidated Statement of Operations.
Note 9 – Additional Risk Factors
Certain local, regional or global events such as war, acts of terrorism, the spread of infectious illnesses and/or other public health issues, financial institution instability or other events may have a significant impact on a security or instrument. These types of events and other like them are collectively referred to as “Market Disruptions and Geopolitical Risks” and they may have adverse impacts on the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Some of the impacts noted in recent times include but are not limited to embargos, political actions, supply chain disruptions, bank failures, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate impacted markets. The duration of these events could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment. The ultimate impact of “Market Disruptions and Geopolitical Risks” on the financial performance of the Fund’s investments is not reasonably estimable at this time. Management is actively monitoring these events.
Note 10 – Other agreements
UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and administrator; UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian. The Fund’s allocated fees incurred for administrative and custodian services for the six months ended September 30, 2023, are reported on the Consolidated Statement of Operations.
Note 11 – Commitments
As of September 30, 2023, the Fund has $208,831,944 in unfunded commitments to private equity investments.
Note 12 – Capital Share Transactions
The Fund offers three separate classes of shares of beneficial interest (“Shares”) designated as Class I Shares, Class R Shares and Class D Shares. Each class of Shares is subject to different fees and expenses. The Fund may offer additional classes of Shares in the future. The Fund has received an exemptive order from the SEC with respect to the Fund’s multi-class structure.
The minimum initial investment in Class I Shares by an investor in the Fund is $1,000,000, the minimum initial investment in Class R Shares by an investor is $50,000 and the minimum initial investment in Class D Shares by an investor in the Fund is $50,000. However, the Fund, in its sole discretion, may accept investments below these minimums.
The Fund is not a liquid investment. No shareholder will have the right to require the Fund to redeem its Shares. The Fund from time to time may offer to repurchase Shares pursuant to written tenders by the shareholders. The Adviser anticipates recommending to the Board that, under normal market circumstances, the Fund conduct repurchase offers of no more than 5% of the Fund’s net assets generally quarterly on or about each December 31, March 31, June 30 and September 30.
34
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
Note 12 – Capital Share Transactions (continued) |
If the interval between the date of purchase of Shares and the valuation date with respect to the repurchase of such Shares is less than one year, then such repurchase will be subject to a 2% early withdrawal fee payable to the Fund. In determining whether the repurchase of Shares is subject to an early withdrawal fee, the Fund will repurchase those shares held the longest first.
Note 13 – Derivatives and Hedging Disclosures
Derivatives and Hedging requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effects on the Fund’s financial position, performance and cash flows. The Fund did not invest in any derivatives during the six months ended September 30, 2023.
Note 14 – LIBOR and SOFR Risk
LIBOR Risk. The United Kingdom’s Financial Conduct Authority, which regulates London Interbank Offered Rate (“LIBOR”), announced plans to phase out the use of LIBOR at the end of 2021. Most LIBOR settings are no longer published as of December 31, 2021. Overnight and 12-month U.S. dollar LIBOR settings permanently ceased after publication on June 30, 2021. 1-, 3- and 6-month U.S. dollar LIBOR settings will continue to be published using a synthetic methodology until September 2024. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. Although the transition away from LIBOR has become increasingly well-defined, any potential effects of the transition away from LIBOR and other benchmark rates on financial markets, a fund or the financial instruments in which a fund invests can be difficult to ascertain. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing instruments. Global regulators have advised market participants to cease entering into new contracts using LIBOR as a reference rate, and it is possible that investments in LIBOR-based instruments could invite regulatory scrutiny. In addition, a liquid market for newly-issued instruments that use a reference rate other than LIBOR still may be developing. All of the aforementioned may adversely affect the Fund’s or an Investment Fund’s performance or net asset value.
SOFR Risk. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York (“FRBNY”). If data from a given source required by the FRBNY to calculate SOFR is unavailable for any day, then the most recently available data for that segment will be used, with certain adjustments. If errors are discovered in the transaction data or the calculations underlying SOFR after its initial publication on a given day, SOFR may be republished at a later time that day. Rate revisions will be effected only on the day of initial publication and will be republished only if the change in the rate exceeds one basis point.
Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction-based rate, and it has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to historical levels of SOFR, LIBOR or other rates.
35
Hamilton Lane Private Assets Fund |
Consolidated Notes to Financial Statements September 30, 2023 (Unaudited) (Continued) |
|
Note 15 – Line of Credit
As of April 29, 2021 the Fund secured a committed, secured line of credit (the “Facility”) with Investec Bank PLC. The Facility has the following terms: (a) an Arrangement Fee of $420,000 constituting one hundred twenty (120) basis points (1.20%) of the aggregate Commitment in effect on the Closing Date, (b) an Administrative Agency Fee of $50,000 per annum, (c) an Extension Fee an amount equal to fifty (50) basis points (0.50%) of the aggregate Commitment then in effect, (d) a commitment amount of $35,000,000, (e) interest rate of applicable LIBOR rate plus 3.25% per annum and (f) termination date of April 29, 2024. The Fund did not borrow under the line of credit agreement during six months ended September 30, 2023. This line of credit was terminated on June 30, 2023.
As of June 30, 2023 the Fund secured a committed, secured line of credit (the “Facility”) with JPMorgan Chase Bank, N.A. The Facility has the following terms: (a) Upfront Fees of $600,000 in effect on the Closing Date, (b) a Commitment Fee in an amount equal to 125 (125) basis points (1.25%) of the aggregate undrawn Commitment then in effect, (c) a commitment amount of $75,000,000, (d) interest rate of applicable Adjusted term SOFR rate plus 3.95% per annum and (e) termination date of June 30, 2027. The Fund did not borrow under the line of credit agreement during the year ended March 31, 2023. For the six months ended September 30, 2023, the Fund’s unused line of credit fees incurred are reported on the Consolidated Statement of Operations. The average interest rate, average daily loan balance, maximum outstanding and amount recorded as interest expense for the 93 days the Fund had outstanding borrowings were 9.11%, $55,000,000, $55,000,000, and $1,342,953, respectively.
Note 16 – Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as any such exposure would result from future claims that may be, but have not yet been, made against the Fund based on events which have not yet occurred. However, based on the Adviser’s experience, the Fund believes the risk of loss from these arrangements to be remote.
Note 17 – Subsequent Events
The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of the Fund’s financial statements.
The Board authorized the Fund to offer to repurchase Shares from shareholders in an amount up to approximately 5.00% of the net assets of the Fund (or approximately $52,534,823 as of September 30, 2023), with a December 31, 2023 valuation date. Shareholders that desire to tender Shares for repurchase are required to do so by December 1, 2023.
There were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s consolidated financial statements.
36
Hamilton Lane Private Assets Fund |
Fund Information September 30, 2023 (Unaudited) |
Tax Information
Pursuant to IRC 852 (b)(3) of the Code, the Fund hereby designates $3,973,163 as long-term capital gains distributed during the year ended September 30, 2023.
Proxy Voting Policies and Procedures
A description of the Fund’s proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at (888) 882-8212 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at sec.gov.
Proxy Voting Record
Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling the Fund (888) 882-8212 or by accessing the Fund’s Form N-PX on the SEC’s website at sec.gov.
Availability of Quarterly Portfolio Schedules
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT is available on the SEC website at sec.gov. or without charge and upon request by calling the Fund at (888) 882-8212.
37
Investment Adviser
Hamilton Lane Advisors, L.L.C.
110 Washington St, Ste. 1300
Conshohocken, PA 19428
www.hamiltonlane.com
Custodian
UMB Bank, n.a.
928 Grand Boulevard, 5th Floor
Kansas City, Missouri 64106
Fund Administrator, Transfer Agent, and Fund Accountant
UMB Fund Services, Inc.
235 W. Galena Street
Milwaukee, WI 53212-3949
Phone: (414) 299-2200
Distributor
UMB Distribution Services, LLC
235 W. Galena Street
Milwaukee, WI 53212-3949
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
151 N Franklin Street
Suite 575
Chicago, IL 60606
(b) Not Applicable.
ITEM 2. CODE OF ETHICS.
Not applicable to semi-annual reports.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to semi-annual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to semi-annual reports.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1(a) of this form.
(b) Not Applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) Not applicable for semi-annual report.
(b) Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s board of trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF THE SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT COMPANIES.
(a) Not applicable.
(b) Not applicable.
ITEM 13. EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | | Hamilton Lane Private Assets Fund |
By (Signature and Title)* | | /s/ Andrew Schardt |
| | Andrew Schardt, President |
| | (Principal Executive Officer) |
Date | | December 7, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | | /s/ Andrew Schardt |
| | Andrew Schardt, President |
| | (Principal Executive Officer) |
Date | | December 7, 2023 |
By (Signature and Title)* | | /s/ Raymond Jewusiak |
| | Raymond Jewusiak, Treasurer |
| | (Principal Financial Officer) |
Date | | December 7, 2023 |