Hamilton Lane Private Assets Fund DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

SCHEDULE 14A
(Rule 14a-101)

_____________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement.
☐		Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
☒		Definitive Proxy Statement.
☐		Definitive Additional Materials.
☐		Soliciting Material Pursuant to § 240.14a-12.

Hamilton Lane Private Assets Fund
(Name of Registrant as Specified In Its Charter)

___________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

HAMILTON LANE PRIVATE ASSETS FUND
c/o Hamilton Lane Advisors, L.L.C.
110 Washington St., Ste. 1300
Conshohocken, PA 19428

February 6, 2025

Dear Shareholder,

Hamilton Lane Private Assets Fund (the “Fund”) will hold a Special Meeting of Shareholders on March 7, 2025 at the offices of Hamilton Lane Advisors, L.L.C. (the “Adviser”), 110 Washington St., Ste. 1300, Conshohocken, PA 19428, at 11:00 A.M. Eastern Time (the “Special Meeting”). This Special Meeting is being called because the shareholders of the Fund are being asked to consider the proposal set forth below. Shareholders of record as of the close of business on January 15, 2025 are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

The Special Meeting is being called to approve a new investment management agreement between the Fund and the Adviser (the “Proposal”). The enclosed proxy statement explains the Proposal

The Fund’s Board of Trustees (the “Board” or “Board of Trustees”) believes that approving the Proposal is in the best interests of the Fund and its shareholders. Accordingly, the current Board of Trustees has unanimously voted to approve the Proposal and to recommend that the shareholders of the Fund also approve the Proposal.

Thank you for your investment in the Fund. I encourage you to exercise your rights in governing the Fund by voting on the Proposal. The Board of Trustees recommends that you vote FOR the Proposal. Your vote is important.

It is very important that we receive your vote before March 7, 2025. Voting is quick and easy. To cast your vote, please use one of the simple options below:

• INTERNET: Visit the website indicated on the enclosed Proxy Card(s). Enter the control number on the Proxy Card(s) and follow the instructions.

• PHONE: Call the toll-free number on the enclosed Proxy Card(s) to speak with a live representative. Representatives are available to take your vote or to answer any questions Monday through Friday 9:00 AM to 8:00 PM (EST).

• MAIL: Complete the Proxy Card(s) enclosed in this package. BE SURE TO SIGN EVERY CARD before mailing it in the postage-paid envelope.

I appreciate your participation and prompt response in this matter. If you have any questions regarding the proxy or have questions on how to vote, please call our proxy solicitation partner, Okapi Partners LLC, toll-free at (844) 343-2643. Representatives are available to take your call Monday through Friday 9:00 a.m. to 8:00 p.m., Eastern time.

		Sincerely,
		/s/ Andrew Schardt
		Andrew Schardt
		Trustee and President of the Fund

IMPORTANT INFORMATION

Q. Why am I receiving this proxy statement?

A. You are being asked to vote on important matters affecting the Fund as further provided below:

Approval of a New Investment Management Agreement between the Fund and the Adviser.

You are being asked to approve a new investment management agreement between the Fund and the Adviser, that would:

a) change the annual base management fee payable by the Fund to the Adviser from an annual rate of 1.50% of the Fund’s average daily Managed Assets (defined below) for each day the Fund computes Managed Assets to an annual rate of 1.40% of the Fund’s Managed Assets (defined below), calculated monthly based on Managed Assets at the end of the month and paid quarterly, provided that the Fund’s shares are generally only offered on the first business day of each month. Furthermore, to the extent the Fund’s shares are offered more frequently, the investment management fee will be calculated as of the average daily Managed Assets for each day the Fund offers shares. “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);

b) change the calculation of the incentive fee payable to the Adviser by reducing the incentive fee from 12.50% calculated on a deal-by-deal basis to 10.00% of the excess, if any, of (i) the net profits of the Fund for the relevant quarterly period over (ii) the then balance, if any, of the Loss Recovery Account (each as defined in the New Investment Management Agreement included under Exhibit A) (“high-water mark basis”) and eliminate Preferred Return Rates (as defined in the Fund’s current investment management agreement); and

c) allow the Adviser to elect to receive all or a portion of the investment management fee and/or incentive fee in common shares of the Fund, subject to the requirements of the 1940 Act and the applicable exemptive relief from the Securities and Exchange Commission.

Q. How will the Proposal affect the amount of the base management fee and incentive fee paid to the Adviser?

A. If approved, the annual base management fee payable by the Fund to the Adviser would be changed from an annual rate of 1.50% of the Fund’s average daily Managed Assets for each day the Fund computes Managed Assets to an annual rate of 1.40% of the Fund’s Managed Assets, calculated monthly based on Managed Assets at the end of the month and paid quarterly, provided that the Fund’s shares are generally only offered on the first business day of each month. Furthermore, to the extent the Fund’s shares are offered more frequently, the investment management fee will be calculated as of the average daily Managed Assets for each day the Fund offers shares.

The incentive fee payable to the Adviser would be reduced from 12.50% calculated on a deal-by-deal basis to 10.00% of the excess, if any, of (i) the net profits of the Fund for the relevant quarterly period over (ii) the then balance, if any, of the Loss Recovery Account (each as defined in the New Investment Management Agreement included under Exhibit A) (“high-water mark basis”). Additionally, Preferred Return Rates would no longer be part of the incentive fee calculation.

a) Under the current deal-by-deal incentive fee calculation methodology, the Fund accrues incentive fees monthly (positive and negative accruals) but only pays when the Fund fully exits the investment. The incentive fee calculated on a deal-by-deal basis is ultimately tied to each investment’s performance from acquisition to full realization. However, the monthly accruals under the current deal-by-deal incentive fee calculation affect the net asset value of the fund on a monthly basis even if the investment has not been fully realized and/or the accrual has not been paid to the Adviser.

b) Under the newly proposed incentive fee calculation on a high-water mark basis, the Fund would accrue incentive fees monthly (positive and negative accruals) and would pay incentive fees quarterly to the Adviser based on the performance of the Fund over each quarter by reference to the Fund’s net profits over the relevant period (“high-water mark”). A high-water mark is a common mechanism used to determine whether a fund’s adviser is eligible for performance-based fee compensation. Under the newly proposed incentive fee calculation, this metric is tracked using the Loss Recovery Account (as defined in the New Investment Management Agreement included under Exhibit A). As the Incentive Fee is charged to the Fund, the calculation of the Loss Recovery Account may result in different shareholder-level fee experiences for the same gross return depending on the date on which a shareholder purchases and redeems their shares and the Loss Recovery Account balances at those times.

The proposed change in incentive fee structure would likely result in the incentive fee being paid to the Adviser earlier and with more frequency. However, under the current deal-by-deal incentive fee calculation methodology, incentive fees are accrued monthly and still affect the Fund’s net asset value from a shareholder perspective even if not paid out until an investment is realized. The Adviser believes that the change to the incentive fee calculation under the high-water mark basis will likely result in lower fees to the Adviser in the best interest of the Fund and its shareholders, would better align the Fund with other similar competitor funds in the market and would be beneficial from a commercial standpoint to facilitate a better understanding of the Fund and its fee structure by investors and distribution channels.

The incentive fee is a function of the performance of the Fund over time, which cannot be predicted with certainty. The Adviser believes that these changes, in the aggregate, will likely lead to the accrual and/or payment of lower fees to the Adviser for its management of the Fund, though given the variable nature of the incentive fee, could in certain circumstances, result in higher fees. For example, an investor could have a negative experience under the newly proposed fees (i) if that investor exits the Fund after an increase in a quarter that triggers a high-water mark incentive fee payable to the Adviser and then there is a decrease in the Fund’s investment performance, and (ii) such investor exits before the Fund’s applicable investment performance recovers or the lower management fee makes up the difference.

General Matters.

Q. Will the Fund pay for the proxy solicitation and related legal costs?

A. Yes. These costs will be borne by the Fund.

Q. How does the Board recommend that I vote?

A. The Board, including all of the trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Trustees”), recommends that you vote in favor of the Proposal.

Q. I have only a few shares — does my vote matter?

A. Your vote is important. If many shareholders choose not to vote, the Fund might not receive enough votes to reach a quorum to hold the Special Meeting. If it appears that there will not be a quorum, the Fund would have to send additional communications or otherwise solicit shareholders to try to obtain more votes.

Q. What is the deadline for submitting my vote?

A. We encourage you to vote as soon as possible to make sure that the Fund receives enough votes to act on the Proposal. Unless you attend the Special Meeting to vote in person, your vote must be received by 11:59 p.m. Eastern Time on March 6, 2025.

Q. Who is eligible to vote?

A. Any person who owned shares of the Fund on the “record date,” which was January 15, 2025 (even if that person has since sold those shares).

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Q. How can I vote?

A. You may vote in any of four ways:

• Through the Internet. Please follow the instructions on your proxy card.

• By telephone, with a toll-free call to the phone number indicated on the proxy card.

• By mailing in your proxy card.

• In person at the Special Meeting at the offices of the Adviser, 110 Washington St., Ste. 1300, Conshohocken, PA 19428, on March 7, 2025 at 11:00 A.M. Eastern Time.

We encourage you to vote via the Internet or telephone using the control number on your proxy card and following the simple instructions because these methods result in the most efficient means of transmitting your vote and reduce the need for the Fund to conduct telephone solicitations and/or follow up mailings. If you would like to change your previous vote, you may vote again using any of the methods described above.

Q. How should I sign the proxy card?

A. You should sign your name exactly as it appears on the proxy card. Unless you have instructed us otherwise, either owner of a joint account may sign the card, but again, the owner must sign the name exactly as it appears on the card. The proxy card for accounts of which the signer is not the owner should be signed in a way that indicates the signer’s authority — for example, “Mary Smith, Custodian.”

Q. Whom should I call if I have questions?

A. If you have any questions regarding the Proposal or the voting process, please call our proxy agent, Okapi Partners LLC toll-free at (844) 343-2643.

HAMILTON LANE PRIVATE ASSETS FUND
c/o Hamilton Lane Advisors, L.L.C.
110 Washington St., Ste. 1300
Conshohocken, PA 19428

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held March 7, 2025

Hamilton Lane Private Assets Fund (the “Fund”) will host a Special Meeting of Shareholders on March 7, 2025 at the offices of Hamilton Lane Advisors, L.L.C. (the “Adviser”), 110 Washington St., Ste. 1300, Conshohocken, PA 19428, at 11:00 A.M. Eastern Time (the “Special Meeting”). This Special Meeting of the Fund is being held so that shareholders can consider the following proposal (the “Proposal”):

1. A proposal to approve a new investment management agreement between the Fund and the Adviser.

2. To transact such other business as may properly come before the Special Meeting and any adjournments thereof.

THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

Shareholders of record of the Fund at the close of business on the record date, January 15, 2025, are entitled to notice of and to vote at the Special Meeting and any adjournment(s) thereof. The Notice of Special Meeting of Shareholders, proxy statement and proxy card is being delivered by e-mail to shareholders on or about February 11, 2025 to such shareholders of record.

By Order of the Board of Trustees,

/s/ Andrew Schardt
Andrew Schardt
Trustee and President of the Fund

February 6, 2025

YOUR VOTE IS IMPORTANT

You can vote easily and quickly over the Internet, by toll-free telephone call, or by mail. Just follow the simple instructions that appear on your proxy card. Please help the Fund reduce the need to conduct telephone solicitation and/or follow-up mailings by voting today.

HAMILTON LANE PRIVATE ASSETS FUND
c/o Hamilton Lane Advisors, L.L.C.
110 Washington St., Ste. 1300
Conshohocken, PA 19428

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS
March 7, 2025

Introduction

This proxy statement is being provided to you on behalf of the Board of Trustees (the “Board” or “Board of Trustees”) of Hamilton Lane Private Assets Fund (the “Fund”) in connection with the solicitation of proxies to be used at a Special Meeting of Shareholders (the “Special Meeting”) of the Fund. The following table identifies the proposal set forth in this proxy statement.

Proposal Number		Proposal Description
1		To approve a new investment management agreement between the Fund and Hamilton Lane Advisors, L.L.C. (the “Adviser”).
2		To transact such other business as may properly come before the Special Meeting and any adjournments thereof.

You will find this proxy statement divided into four parts:

Part 1 Provides details on the proposal to approve the Fund’s new investment management agreement (see page 3)

Part 2 Provides information about ownership of shares of the Fund (see page 13)

Part 3 Provides information on proxy voting and the operation of the Special Meeting (see page 14)

Part 4 Provides information on other matters (see page 17)

Please read the proxy statement before voting on the proposal. Please call toll-free at (844) 343-2643 if you have any questions about the proxy statement, or if you would like additional information. Only shareholders of record as of the close of business on January 15, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

We anticipate that the Notice of Special Meeting of Shareholders, this proxy statement and the proxy card (collectively, the “proxy materials”) will be mailed to shareholders beginning on or about February 11, 2025.

Shareholder Reports. The Fund’s most recent Annual Report is available upon request without charge. You may view the Annual Report at the Fund’s website at www.hamiltonlane.com. You may also request the Annual Report by calling toll-free at (888) 882-8212.

Important Notice Regarding the Availability of Materials
for the Special Meeting to be Held on March 7, 2025

The proxy statement for the Special Meeting is available at www.OkapiVote.com/HamiltonLane

PART 1

DESCRIPTION OF THE PROPOSAL

APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE FUND AND THE ADVISER

Background

The Fund is seeking approval of a new investment management agreement (the “New Investment Management Agreement”) that would result in the following:

a) Change the annual base management fee payable by the Fund to the Fund’s investment adviser, Hamilton Lane Advisors, L.L.C. (the “Adviser” or “Hamilton Lane”), from an annual rate of 1.50% of the Fund’s average daily Managed Assets (defined below) for each day the Fund computes Managed Assets to an annual rate of 1.40% of the Fund’s Managed Assets, calculated monthly based on Managed Assets at the end of the month and paid quarterly, provided that the Fund’s shares are generally only offered on the first business day of each month. Furthermore, to the extent the Fund’s shares are offered more frequently, the investment management fee will be calculated as of the average daily Managed Assets for each day the Fund offers shares. “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).

b) Change the calculation of the incentive fee payable to the Adviser by reducing the incentive fee from 12.50% calculated on a deal-by-deal basis to 10.00% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account (each as defined in the New Investment Management Agreement included under Exhibit A) (“high-water mark basis”). Additionally, Preferred Return Rates would no longer be part of the incentive fee calculation.

(i) Under the current deal-by-deal incentive fee calculation methodology, the Fund accrues incentive fees monthly (positive and negative accruals) but only pays when the Fund fully exits the investment. The incentive fee calculated on a deal-by-deal basis is ultimately tied to each investment’s performance from acquisition to full realization. However, the monthly accruals under the current deal-by-deal incentive fee calculation affect the net asset value of the fund on a monthly basis even if the investment has not fully realized and/or the accrual has not been paid to the Adviser.

(ii) Under the newly proposed incentive fee calculation on a high-water mark basis, the Fund would accrue incentive fees monthly (positive and negative accruals) and would pay incentive fees quarterly to the Adviser based on the performance of the Fund over each quarter by reference to the Fund’s net profits over the relevant period (“high-water mark”). A high-water mark is a common mechanism used to determine whether a fund’s adviser is eligible for performance-based fee compensation. Under the newly proposed incentive fee calculation, this metric is tracked using the Loss Recovery Account (as defined in the New Investment Management Agreement included under Exhibit A). As the Incentive Fee is charged to the Fund, the calculation of the Loss Recovery Account may result in different shareholder-level fee experiences for the same gross return depending on the date on which a shareholder purchases and redeems their shares and the Loss Recovery Account balances at those times.

The proposed change in incentive fee structure would likely result in the incentive fee being paid to the Adviser earlier and with more frequency. However, under the current deal-by-deal incentive fee calculation methodology, incentive fees are accrued monthly and still affect the Fund’s net asset value from a shareholder perspective but are not paid out until an investment is realized. The Adviser believes that the change to the incentive fee calculation under the high-water mark basis will likely result in lower fees to the Adviser in the best interest of the Fund and its shareholders, would better align the Fund with other similar competitor funds in the market and would be beneficial from a commercial standpoint to facilitate a better understanding of the Fund and its fee structure by investors and distribution channels.

c) Allow the Adviser to elect to receive all or a portion of the investment management fee and/or incentive fee in common shares of the Fund (“Shares”), subject to the requirements of the 1940 Act and the applicable exemptive relief from the Securities and Exchange Commission.

The Adviser believes that these changes, in the aggregate, will likely lead to the accrual and/or payment of lower fees to the Adviser for its management of the Fund, though given the variable nature of the incentive fee, could in certain circumstances, result in higher fees. As detailed below, had the New Investment Management Agreement been in effect over the past year, the fees accrued and/or payable to the Adviser would have been lower.

A copy of the New Investment Management Agreement is attached as Exhibit A to this proxy statement and is marked to show the changes against the Current Investment Management Agreement (defined below).

Information Concerning the Adviser

The Adviser is a Pennsylvania limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser has its principal offices at 110 Washington St., Ste. 1300, Conshohocken, PA 19428. As of September 30, 2024, the Adviser managed $131.5 billion on a discretionary basis and $816.1 billion on a non-discretionary basis.

The following table sets forth the name, position and principal occupation of each executive officer of the Adviser. Each individual’s address is 110 Washington St., Ste. 1300, Conshohocken, PA 19428.

Name		Principal Occupation with Adviser
Erik R. Hirsch		Co-Chief Executive Officer
Juan Delgado-Moreira		Co-Chief Executive Officer
Jeffrey Armbrister		Chief Financial Officer
Lydia A. Gavalis		General Counsel and Secretary

Overview of the Current Advisory Agreement

The Fund’s investment management agreement, dated as of December 31, 2020 (the “Current Investment Management Agreement”) was last re-approved by the Board at a meeting held on December 5, 2024, and was most recently approved by the initial shareholder of the Fund on June 26, 2020.

Advisory Services

The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and serves as the Fund’s investment adviser pursuant to the Current Investment Management Agreement in accordance with the 1940 Act.

The Current Investment Management Agreement and the New Investment Management Agreement state that the Fund employs the Adviser to furnish and manage a continuous investment program for the Fund. The Adviser will continuously review, supervise and (where appropriate) administer the investment program of the Fund, to determine in its discretion (where appropriate) the securities to be purchased, held, sold or exchanged, to provide the Fund with records concerning the Adviser’s activities which the Fund is required to maintain and to render regular reports to the Fund’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities.

The Adviser may hire (subject to the approval of the Fund’s Board of Trustees (the “Board”) and, except as otherwise permitted under the terms of any applicable exemptive relief obtained from the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of the Fund) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of the Fund. The retention of a sub-adviser by the Adviser will not relieve the Adviser of its responsibilities under the Current Investment Management Agreement and the New Investment Management Agreement.

Advisory Fees

Pursuant to the Current Investment Management Agreement, the Adviser is entitled to an annual base management fee of 1.50% of the Fund’s average daily Managed Assets for each day the Fund computes Managed Assets. “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). The New Investment Management Agreement would reduce this annual base management fee to 1.40% of the Fund’s Managed Assets, calculated monthly based on Managed Assets at the end of the month and paid quarterly, provided that the Fund’s shares are generally only offered on the first business day of each month. Furthermore, to the extent the Fund’s shares are offered more frequently, the investment management fee will be calculated as of the average daily Managed Assets for each day the Fund offers shares.

Pursuant to the Current Investment Management Agreement, the Adviser also receives an incentive fee (“Incentive Fee”) that is calculated on a deal-by-deal basis in respect to each Applicable Investment (as defined in the Current Investment Management Agreement) and payable upon the Fund’s exit from an investment in an Applicable Investment. The current Incentive Fee is calculated as 12.50% of the return of the full acquisition cost of an Applicable Investment and a Preferred Return Rate (as defined in the Current Investment Management Agreement) equal to 8.00% in respect of any Direct Equity Investment, Secondary Investment, Opportunistic Investment or Listed PE Investment and 6.00% in respect of any Direct Credit Investment (each, as defined in the Current Investment Management Agreement). Additionally, under the Current Investment Management Agreement, no Incentive Fee is payable in respect of any investments of the Fund in primary fund investments, currency hedging transactions or cash equivalents, although none of these are core investment strategies of the Fund. Under the current deal-by-deal incentive fee calculation methodology, the Fund accrues incentive fees monthly (positive and negative accruals) but only pays when the Fund fully exits the investment. The incentive fee calculated on a deal-by-deal basis is ultimately tied to each investment’s performance from acquisition to full realization. However, the monthly accruals under the current deal-by-deal incentive fee calculation affect the net asset value of the fund on a monthly basis even if the investment has not fully realized and/or the accrual has not been paid to the Adviser.

Under the New Investment Management Agreement, the Incentive Fee will be reduced from 12.50% calculated on a deal-by-deal basis to 10.00% of the excess, if any, of (i) the net profits of the Fund for the relevant quarterly period over (ii) the then balance, if any, of the Loss Recovery Account (each as defined in the New Investment Management Agreement included under Exhibit A) (“high-water mark basis”) and will be calculated without any Preferred Return Rates. The Incentive Fee under the New Investment Management Agreement will also include appreciation in respect of any investments of the Fund in primary fund investments, currency hedging transactions or cash equivalents, although none of these are core investment strategies of the Fund. A high-water mark is a common mechanism used to determine whether a fund’s adviser is eligible for performance-based fee compensation. For the Fund under the newly proposed incentive fee calculation, this metric is tracked using the Loss Recovery Account (as defined in the New Investment Management Agreement included under Exhibit A). As the Incentive Fee is charged to the Fund, the calculation of the Loss Recovery Account may result in different shareholder-level fee experiences for the same gross return depending on the date on which a shareholder purchases and redeems their shares and the Loss Recovery Account balances at those times. If a Fund investment decreases in value, it is possible that the unrealized gain previously included in the calculation of the Incentive Fee will never become realized. The Adviser is not obligated to reimburse the Fund for any part of the Incentive Fee it received that was based on unrealized gain never realized as a result of a sale or other disposition of a Fund investment at a lower valuation in the future, and such circumstances would result in the Fund paying an Incentive Fee on income or gain the Fund never received.

Management Agreement is approximately $22.0 million higher than the Incentive Fee accruals that would have been earned using the high-water mark calculation proposed under the New Investment Management Agreement as of the Effective Date. Effective as of the date of the approval of the New Investment Management Agreement, the Adviser will waive this difference calculated since the Effective Date through the most recent quarter end prior to the approval by shareholders of the New Investment Management Agreement, which will be returned to the Fund and is expected to positively affect the Fund’s NAV. The Fund would then continue to calculate the Incentive Fee based on the high-water mark calculation under the New Investment Management Agreement going forward once approved by shareholders as if the Incentive Fee has been calculated based on the new high-water mark calculation from the Effective Date.

Under the New Investment Management Agreement, the Adviser would also be allowed to elect to receive all or a portion of the investment management fee and/or incentive fee in Shares of the Fund in lieu of cash, subject to the requirements of the 1940 Act and the applicable exemptive relief from the Securities and Exchange Commission (“SEC”). The Fund has received an exemptive order from the SEC to allow the Fund to pay the Adviser all or part of the investment management fees earned by the Adviser in Shares in lieu of paying an equivalent amount in cash.

Limitation of Liability

The Current Investment Management Agreement and the New Investment Management Agreement provide that the Adviser will not be liable for any error of judgment, mistake of law or for any act or omission in connection with the performance of services to the Fund, except as otherwise may be provided under provisions of applicable law, and except for a loss resulting from the Adviser’s willful misfeasance, gross negligence or reckless disregard in the performance of its duties under the agreement. The Fund will indemnify the Adviser to the fullest extent permitted by law against any liability or expense that arises in connection with the performance of services to the Fund, so long as the liability or expense is not incurred by reason of the Adviser’s willful misfeasance, bad faith or reckless disregard of its obligations to the Fund. The Adviser will indemnify the Fund and all controlling persons of the Fund to the fullest extent permitted by law against any liability or expense that arises in connection with the performance of services to the Adviser, so long as the liability and expense is not incurred by reason of the person’s willful misfeasance, gross negligence, or reckless disregard of its obligations to the Adviser.

Fund Transactions

The Current Investment Management Agreement and the New Investment Management Agreement provide that the Adviser is authorized to select the brokers or dealers and other professional advisors and consultants that will execute the purchases and sales of portfolio securities for the Fund and is directed to use its best efforts to obtain “best execution” considering the Fund’s investment objectives, policies and restrictions as stated in the Fund’s prospectus and statement of additional information (“SAI”), and that the Adviser will promptly communicate to the officers and Board of Trustees such information relating to portfolio transactions as they may reasonably request. Both agreements also provide that the Adviser will not be deemed to have acted unlawfully or to have breached a fiduciary duty to the Fund or be in breach of any obligation owing to the Fund under the either agreement or otherwise, by reason of its having directed a securities transaction on behalf of the Fund to a broker-dealer in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended or as described from time to time by the Fund’s prospectus and SAI.

During the fiscal year ended March 31, 2024, the Fund paid no brokerage commissions. As of March 31, 2024, the Fund held no securities of its regular brokers or dealers (or their parents).

Duration and Termination

The Current Investment Management Agreement is dated December 31, 2020 and was approved by the initial shareholder of the Fund on June 26, 2020. After an initial two-year term, the Current Investment Management Agreement has been re-approved annually (with the most recent being on December 5, 2024) by a majority of the Board, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Trustees”), voting separately. If approved by Fund shareholders, the New Investment Management Agreement will continue for an initial term of two years from the date of its approval. Each agreement provides that it will continue in effect for successive periods of one year only if such continuance is specifically approved at least annually (a) by the vote of a majority of the Independent Trustees, and (b) by a vote of a majority of the Board or by a vote of a majority of the outstanding voting securities of the Fund. Each agreement may be terminated at any time,

without the payment of any penalty by vote of a majority of the Board or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on sixty (60) days written notice to the Fund.

Each agreement provides that the agreement will automatically and immediately terminate in the event of its assignment.

Revisions to the Current Investment Management Agreement in the New Investment Management Agreement

The New Investment Management Agreement is materially similar to the Current Investment Management Agreement, except for the proposed amendments detailed below.

Reduction in Base Management Fee

The New Investment Management Agreement would reduce the annual base management fee from 1.50% to 1.40% of the Fund’s Managed Assets and change the calculation of the annual base management fee from being computed based on the average daily Managed Assets for each day the Fund computes Managed Assets to be calculated monthly based on Managed Assets at the end of the month and paid quarterly, provided that the Fund’s shares are generally only offered on the first business day of each month. Furthermore, to the extent the Fund’s shares are offered more frequently, the investment management fee will be calculated as of the average daily Managed Assets for each day the Fund offers shares. “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).

Effect of the New Investment Management Agreement on Base Management Fees

During the fiscal year ended March 31, 2024, the Fund accrued approximately $17.1 million in base management fees payable to the Adviser. The Fund paid approximately $11.0 million of these fees during the fiscal year ended March 31, 2024. As of March 31, 2024, approximately $6.1 million in base management fees were payable to the Adviser.

Were the base management fees for the fiscal year ended March 31, 2024 calculated under the terms of the New Investment Management Agreement, the amount of base management fees payable by the Fund to the Adviser for such period would have decreased from approximately $17.1 million to approximately $16.0 million, which represents a decrease of approximately 6%.

Change to the Calculation of the Incentive Fee

Under the New Investment Management Agreement, the Incentive Fee payable to the Adviser will be reduced from 12.50% calculated on a deal-by-deal basis to 10.00% of the excess, if any, of (i) the net profits (defined below) of the Fund for the relevant quarterly period over (ii) the then balance, if any, of the Loss Recovery Account (defined below) (“high-water mark basis”) and will be calculated without any Preferred Return Rates. The Incentive Fee under the New Investment Management Agreement will also include appreciation in respect of any investments of the Fund in primary fund investments, currency hedging transactions or cash equivalents, although none of these are core investment strategies of the Fund. Under the current deal-by-deal Incentive Fee calculation methodology, the Fund accrues performance fees monthly (positive and negative accruals) but only pays when the Fund fully exits the investment. The Incentive Fee calculated on a deal-by-deal basis is ultimately tied to each investment’s performance from acquisition to full realization. However, the monthly accruals under the current deal-by-deal incentive fee calculation affect the net asset value of the fund on a monthly basis even if the investment has not fully realized and/or the accrual has not been paid to the Adviser. Under the newly proposed incentive fee calculation, the Fund would pay out fees to the Adviser based on the performance of the Fund over each quarter by reference to the Fund’s net profits over the relevant period as described below (“high-water mark”). A high-water mark is a common mechanism used to determine whether a fund’s adviser is eligible for performance-based fee compensation. For the Fund under the newly proposed incentive fee calculation, this metric is tracked using the Loss Recovery Account (defined below). As the Incentive Fee is charged to the Fund, the calculation of the Loss Recovery Account may result in different shareholder-level fee experiences for the same gross return depending on the date on which a shareholder purchases and redeems their shares and the Loss Recovery Account balances at those times.

Under the high-water mark basis calculation, at the end of each calendar quarter, the Adviser will be entitled to receive an Incentive Fee equal to 10.00% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account (as defined below). For the purposes of the Incentive Fee and the Loss Recovery Account, the term “net profits” shall mean the amount by which (i) the sum of (A) the net asset value of the Fund on the last day of such quarter, (B) the aggregate repurchase price of all shares repurchased by the Fund during such quarter and (C) the amount of dividends and other distributions paid in respect of the Fund during such quarter and not reinvested in additional shares through the dividend reinvestment plan (the “DRIP”) exceeds (ii) the sum of (X) the net asset value of the Fund as of the month end prior to the commencement of the relevant quarterly period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including offering and organizational expenses) and (Y) the aggregate issue price of shares of the Fund issued during such quarter (excluding any shares of such class issued in connection with the reinvestment through the DRIP of dividends paid, or other distributions made, by the Fund through the DRIP).

The Fund will maintain a memorandum account (the “Loss Recovery Account”), which will have an initial balance of zero and will be (i) increased upon the close of each calendar quarter of the Fund by the amount of the net losses of the Fund for the quarter, before giving effect to any repurchases or distributions for such quarter, and (ii) decreased (but not below zero) upon the close of each calendar quarter by the amount of the net profits of the Fund for the quarter. For purposes of the Loss Recovery Account, the term “net losses” shall mean the amount by which (i) the sum of (A) the net asset value of the Fund as of the beginning of such quarter and (B) the aggregate issue price of shares of the Fund issued during such quarter (excluding any Shares of such Class issued in connection with the reinvestment of dividends paid, or other distributions made, by the Fund through the DRIP) exceeds (ii) the sum of (X) the net asset value of the Fund as of the end of such quarter, (Y) the aggregate repurchase price of all shares repurchased by the Fund during such quarter and (Z) the amount of dividends and other distributions paid in respect of the Fund during such quarter and not reinvested in additional shares through the DRIP. Shareholders will benefit from the Loss Recovery Account in proportion to their holdings of Shares. For purposes of the “net losses” calculation, the net asset value shall include unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including offering and organizational expenses). Incentive Fees are accrued monthly and paid quarterly.

Incentive Fee Examples

The following are examples of a hypothetical calculation of the Fund’s current Incentive Fee calculated on a deal-by-deal basis as compared to the calculation of the Incentive Fee on a high-water mark basis under the New Investment Management Agreement. This example is not a prediction of, and does not represent, the projected or actual performance of the Fund nor the Incentive Fees that the Fund (and, indirectly, shareholders) may be subject to over time. They are hypothetical, illustrative examples utilizing assumptions that may or may not be representative of the Fund’s (and, indirectly, shareholder) experience.

Deal-by-deal Incentive Fee Example Calculation for a hypothetical calculation period: Assumed Investment Return: 10%
Investments	Acquisition Cost		Unrealized Gain of Investment		Incentive Fee Accrued (12.50%)*
Credit Investment 1	$	100.00	$	10.00	$	1.25
Secondary Investment 1		100.00		10.00		1.25
Equity Investment 1		100.00		10.00		1.25
Totals	$	300.00	$	30.00	$	3.75

High Water Mark Incentive Fee Example Calculation for a hypothetical calculation period: Assumed Investment Return: 10%
Beginning Period NAV	$	300.00
Unrealized Gain During Period		30.00
Management Fees for Period**		(1.05	)
Fund Expenses for Quarter***		(0.29	)
Ending Period NAV	$	328.66

Change in NAV	$	28.66
Incentive Fee Rate		10.00	%
Incentive Fee Paid	$	2.87

____________

* Calculation incorporating applicable Preferred Return Rates.

** Management fee based on proposed rate of 1.40% multiplied by the beginning period NAV assuming that was the ending month NAV for each month in the quarter.

*** Assumed expense ratio disclosed in the current prospectus for Class I Shares used (0.39%) multiped by the beginning period NAV and divided by four.

As illustrated, under the New Investment Management Agreement, any Incentive Fee payable by the Fund that relates to an increase in value of Fund investments may be computed and paid on gain or income that is unrealized. If a Fund investment decreases in value, it is possible that the unrealized gain previously included in the calculation of the Incentive Fee will never become realized. The Adviser is not obligated to reimburse the Fund for any part of the Incentive Fee it received that was based on unrealized gain never realized as a result of a sale or other disposition of a Fund investment at a lower valuation in the future, and such circumstances would result in the Fund paying an Incentive Fee on income or gain the Fund never received.

In addition, the Incentive Fee calculation under the New Investment Management Agreement will be effective as of the date of the first investment in the Hamilton Lane Evergreen Private Fund LP (the “Predecessor Fund”) on September 2, 2020 (the “Effective Date”). The Fund commenced operations on January 4, 2021 following the reorganization of the Predecessor Fund with and into the Fund, which was effective as of the close of business on December 31, 2020. This will result in the payment of Incentive Fees that would have been earned under the New Investment Management Agreement if the high-water mark calculation had been utilized by the Fund, calculated since the Effective Date through the most recent quarter end prior to the approval by shareholders of the New Investment Management Agreement and paid once shareholders have approved the New Investment Management Agreement. Under the current deal-by-deal incentive fee calculation methodology, incentive fees are accrued monthly and still affect the Fund’s net asset value from a shareholder perspective but are not paid out until an investment is realized. As of November 30, 2024, the total Incentive Fee accrued using the deal-by-deal calculation under the Current Investment Management Agreement is approximately $22.0 million higher than the Incentive Fee accruals that would have been earned using the high-water mark calculation proposed under the New Investment Management Agreement as of the Effective Date. Effective as of the date of the approval of the New Investment Management Agreement, the Adviser will waive this difference calculated since the Effective Date through the most recent quarter end prior to the approval by shareholders of the New Investment Management Agreement, which will be returned to the Fund and is expected to positively affect the Fund’s NAV. The Fund would then continue to calculate the Incentive Fee based on the high-water mark calculation under the New Investment Management Agreement going forward once approved by shareholders as if the Incentive Fee has been calculated based on the new high-water mark calculation from the Effective Date.

Effect of the New Investment Management Agreement on Incentive Fees

During the fiscal year ended March 31, 2024, the Fund accrued an incentive fee of approximately $20.6 million on a deal-by-deal basis and paid the Adviser approximately $74.2 thousand in respect of such fee. As of March 31, 2024, approximately $43.5 million has been accrued by the Fund since inception but not yet paid to the Adviser in respect of the incentive fee.

Were the incentive fee for the fiscal year ended March 31, 2024 calculated under the terms of the New Investment Management Agreement, the amount of the incentive fee accrued and/or payable by the Fund to the Adviser for such period would have decreased from approximately $20.6 million to approximately $14.8 million, which represents a decrease of approximately 28%. Under the New Investment Management Agreement, the lower amount of cumulative incentive fees accrued by the Fund will be paid out to the Adviser.

Aggregate Effect of Proposed Changes to Base Management and Incentive Fees

As detailed further below, under the Current Investment Management Agreement, approximately $37.7 million combined base management and incentive fees were accrued and/or payable to the Adviser for the fiscal year ended March 31, 2024. Under the New Investment Management Agreement, such fees would have been approximately $30.8 million, a decrease of approximately 18%. The aggregate management fees payable under the New Investment Management Agreement are expected to be lower than those payable under the Current Investment Management Agreement for any given period.

Pro Forma Comparison of Fees Payable Under the Current Investment Management Agreement and the New Investment Management Agreement

The following table is intended to assist you in understanding the fees and expenses that a shareholder would bear directly or indirectly under the Current Investment Management Agreement as compared to the New Investment Management Agreement. Some of the percentages indicated in the table below are estimates and may vary.

	Current Investment Management Agreement	New Investment Management Agreement
Base Management Fee Rate	1.50%	1.40%
Base Management Fee Basis	Average Daily Managed Assets for each day the Fund computes Managed Assets	Managed Assets, calculated monthly based on Managed Assets at the end of the month and paid quarterly, provided that the Fund’s shares are generally only offered on the first business day of each month. Furthermore, to the extent the Fund’s shares are offered more frequently, the investment management fee will be calculated as of the average daily Managed Assets for each day the Fund offers shares.
Incentive Fee Rate	12.50%	10.00%
Preferred Return Rate	8.0% for Direct Equity Investment, Secondary Investment, Opportunistic Investment or Listed PE Investment 6.0% for Direct Credit Investment	None
Incentive Fee Basis	Deal-by-Deal	High-Water Mark

Below is a presentation of the effect of the New Investment Management Agreement on a pro forma basis for the fiscal year ended March 31, 2024:

$ in millions	Combined fees accrued and/or paid under the Current Investment Management Agreement		Pro forma fees that would have been accrued and/or paid under the New Investment Management Agreement(1)		(Decrease)/ Increase		Per Share (Decrease)/ Increase		Percentage (Decrease)/ Increase
Year Ended March 31, 2024
Base Management Fee	$	17.1	$	16.0	$	1.1	$	0.01	6	%
Incentive Fee	$	20.6	$	14.8	$	5.8	$	0.07	28	%
Total	$	37.7	$	30.8	$	6.9	$	0.08	18	%

____________

(1) Figures in this column give effect to the New Investment Management Agreement for the period presented.

Change to Allow the Investment Management Fee to be Received in Shares of the Fund

Under the New Investment Management Agreement, the Adviser can elect to receive all or a portion of the investment management fee and/or incentive fee in Shares of the Fund in lieu of cash as set forth under the New Investment Management Agreement, subject to the requirements of the 1940 Act and the applicable exemptive relief from the SEC. The Fund has received an exemptive order from the SEC to allow the Fund to pay the Adviser all or part of the investment management fees and/or incentive fees earned by the Adviser in Shares in lieu of paying an equivalent amount in cash.

Factors Considered by the Trustees and their Recommendation

At a meeting of the Board held on January 7, 2025, the Board, including the Independent Trustees, considered and approved the proposed New Investment Management Agreement between the Adviser and the Fund by a unanimous vote, and determined to recommend that Fund shareholders vote in favor of the New Investment Management Agreement. At an earlier meeting on December 5, 2025, the Board, including the Independent Trustees, had approved the renewal of the Fund’s current investment management agreement between the Adviser and the Fund for an additional year ending December 31, 2025, after requesting and considering relevant due diligence information, including information regarding the nature, extent and quality of advisory and administrative services provided to the Fund by the Adviser, and information regarding the Fund’s performance record and the Fund’s advisory fee and expense ratio, all as compared to relevant benchmark information. In renewing the current investment management agreement, the Board was satisfied with the nature and quality of services provided to the Fund and with the terms of the agreement. During that December 5 meeting, the Board also began discussions regarding the Adviser’s proposal to recommend that the Board approve the New Investment Management Agreement under the terms and for the reasons described in this Proxy Statement. Following further due diligence, the Board approved the New Investment Management Agreement at the January 7 meeting.

The Board’s approval of the New Investment Management Agreement and its decision to recommend that Fund shareholders approve the new agreement was based on a number of factors. First, the Board considered the information it had recently requested and reviewed regarding the nature and quality of services provided by the Adviser, along with information reviewed by the Board in the normal course of its oversight of the Fund and its operations as relevant to the services provided by the Adviser, and was satisfied with the high quality of services provided by the Adviser. The Board also considered that the Adviser’s proposal to approve the New Investment Management Agreement was based on the rationale that the lowered asset-based management fee (from 1.50% to 1.40%), reduced incentive fee (from 12.50% to 10.00%) and amended incentive fee calculation method was expected to result in reduced overall management fees paid by the Fund, benefiting shareholders (understanding that the projected savings was not guaranteed). The Board also considered favorably the fact that the revised management fee levels and revised incentive fee structure to a high-water mark calculation without preferred return rates under the New Investment Management Agreement would better align the Fund with other similar competitor funds in the market and was anticipated to be beneficial from a commercial standpoint in terms of facilitating better understanding of the Fund and its fee structure by investors and distribution channels from a comparative and competitive standpoint.

Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the New Investment Management Agreement and recommend that Fund shareholders approve the same.

Based on all of the foregoing, the Trustees recommend that shareholders of the Fund vote FOR the approval of the New Investment Management Agreement.

Required Vote

As provided under the 1940 Act, approval of the New Investment Management Agreement will require the vote of a majority of the outstanding voting securities of the Fund. In accordance with the 1940 Act, a “majority of the outstanding voting securities” of the Fund means the lesser of (a) 67% or more of the shares of the Fund present at a shareholder meeting if the owners of more than 50% of the shares of the Fund then outstanding are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund entitled to vote at the Special Meeting. The shareholders of the Fund will vote together as a single class.

FOR THE REASONS SET FORTH ABOVE, THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE IN
FAVOR OF THE PROPOSAL.

PART 2

INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUND

Outstanding Shares

Only shareholders of record at the close of business on January 15, 2025, will be entitled to notice of, and to vote at, the Special Meeting. On January 15, 2025, the following shares of each class of the Fund were outstanding and entitled to vote:

Class		Shares outstanding and entitled to vote
Class R		74,599,209.393
Class I		115,435,205.152
Class D		4,508,522.878

PART 3

INFORMATION ON PROXY VOTING AND THE SPECIAL MEETING

Who is Eligible To Vote

Shareholders of record of the Fund as of the close of business on January 15, 2025 (the “record date”) are entitled to vote on all of the Fund’s business at the Special Meeting and any adjournments thereof. Each whole share is entitled to one vote on each matter on which it is entitled to vote, and each fractional share is entitled to a proportionate fractional vote. Shareholders do not have appraisal rights. Shares represented by properly executed proxies, unless revoked before or at the Special Meeting, will be voted according to the shareholder’s instructions. If any other business comes before the Special Meeting, your shares will be voted at the discretion of the persons named as proxies.

Proposals by Shareholders

The Fund does not intend to hold meetings of shareholders except to the extent that such meetings may be required under the 1940 Act or state law or pursuant to special meetings called by the Board of Trustees (the “Board”) or a majority of shareholders, or in the future in compliance with the requirements of any exchange on which the Fund’s shares may be listed. Under the proxy rules of the Securities and Exchange Commission, Shareholder proposals may, under certain conditions, be included in the Fund’s proxy statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Fund’s proxy materials must be received by the Fund within a reasonable time before the solicitation is made. The fact that the Fund receives a Shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of Shareholders are not required as long as there is no particular requirement under the 1940 Act that must be met by convening such a Shareholder meeting. Any Shareholder proposal should be sent to the Fund’s Secretary, Mr. Adam B. Shane, at the following address: Hamilton Lane Private Assets Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212.

Proxies, Quorum and Voting at the Special Meeting

Shareholders may use the proxy card provided if they are unable to attend the Special Meeting in person or wish to have their shares voted by a proxy even if they do attend the Special Meeting. Any shareholder that has given a proxy to someone has the power to revoke that proxy at any time prior to its exercise by executing a superseding proxy or by submitting a notice of revocation to the secretary of the Fund. In addition, although mere attendance at the Special Meeting will not revoke a proxy, a shareholder present at the Special Meeting may withdraw a previously submitted proxy and vote in person.

All unrevoked proxies received in time for the Special Meeting will be voted in accordance with the instructions contained in the proxies. If no instruction is given on a received proxy, the persons named as proxies will vote the shares represented thereby in favor of the proposal described herein and will use their best judgment to vote on such other business as may properly come before the Special Meeting or any adjournment thereof.

Telephonic Voting. Shareholders may call the toll-free phone number indicated on their proxy cards to vote their shares with a live representative. The representative is required to confirm each shareholder’s full name and address as well as their voting instructions. If the shareholder is a corporation or other entity, the representative is required to also ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. The telephonic procedures are designed to authenticate a Shareholder’s identity, to allow Shareholders to vote their shares and to confirm that their instructions have been properly recorded.

Internet Voting. Shareholders may submit an “electronic” proxy over the Internet in lieu of returning each executed proxy card. In order to use this voting feature, Shareholders should go to the website indicated on the Shareholder’s proxy cards and enter the control number set forth on the proxy cards. Shareholders will be prompted to follow a simple set of instructions, which will appear on the website.

Quorum. The presence in person or by proxy of the holders of one-third percent (33-1/3%) of the Shares of the Fund present in person or represented by proxy and entitled to vote shall constitute a quorum for the transaction of business at the Special Meeting. For purposes of determining the presence of a quorum, abstentions, broker “non-votes” or withheld votes will be counted as present. Abstentions will have the effect of a “no” vote for purposes of obtaining the requisite approval of the proposal. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated the same as abstentions.

If a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes to approve the proposal are not received, the Fund expects the chairman of the Special Meeting to adjourn the Special Meeting (from time to time in his or her discretion) in order to solicit additional proxies. A shareholder vote may be taken on one or more proposal prior to such adjournment if sufficient votes for its approval have been received and it is otherwise appropriate. Such vote will be considered final regardless of whether the Special Meeting is adjourned to permit additional solicitation with respect to any other proposal.

As provided under the 1940 Act, approval of the Proposal will require the vote of a majority of the outstanding voting securities of the Fund. In accordance with the 1940 Act, a “majority of the outstanding voting securities” of the Fund means the lesser of (a) 67% or more of the shares of the Fund present at a shareholder meeting if the owners of more than 50% of the shares of the Fund then outstanding are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund entitled to vote at the Special Meeting.

Method of Solicitation and Expenses

Your vote is being solicited by the Board of the Fund. The cost of soliciting proxies, including the costs related to the tabulation of proxies and the fees of the proxy soliciting agent, ultimately will be borne by the Fund. The Fund has engaged Okapi Partners LLC (“Okapi”), a professional proxy solicitation firm, to serve as the proxy soliciting and tabulation agent for the Special Meeting and estimates Okapi’s fees to be approximately $50,000 – $75,000, but may be higher. Those fees do not reflect the costs associated with reimbursing brokerage firms and other financial intermediaries for their expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies. The Fund expects that the solicitation will be primarily by mail, but may also include telephone, electronic or other means of communication. If the Fund does not receive your proxy by a certain time, you may receive a telephone call from the proxy soliciting agent asking you to vote. The Fund does not reimburse Trustees and officers of the Fund, or regular employees and agents of the Adviser, for any involvement in the solicitation of proxies.

Voting by Hamilton Lane

To the extent that Hamilton Lane and their affiliates own shares of the Fund, each intends to vote Fund shares in favor of the Proposal.

Ownership of the Fund

As of the record date, the current Trustees and officers as a group owned approximately 0.11% of the outstanding shares of the Fund or any class of the Fund. Each person that, to the knowledge of the Fund, owned beneficially or of record 5% or more of the outstanding shares of a class of the Fund as of the record date is listed in Exhibit C to this proxy statement.

Procedures for Shareholder Communications with the Board

The Fund’s Board believes that it is important for Shareholders to have a process to send communications to the Board. Accordingly, a Shareholder wishing to communicate with the Board may do so in writing, signed by the Shareholder and setting forth: (a) the name and address of the Shareholder; (b) the number of shares of the Fund owned by the Shareholder; and (c) if the shares are owned indirectly through a broker or other record owner, the name of the broker or other record owner. These communications should be addressed as follows: Hamilton Lane Private Assets Fund c/o Hamilton Lane Advisors, L.L.C., 110 Washington St., Suite 1300, Conshohocken, PA.

Other Business

While the Special Meeting has been called to transact any business that may properly come before it, the only matters that the Trustees intend to present are those matters stated in the attached Notice of Special Meeting of Shareholders. However, if any additional matters properly come before the Special Meeting, and on all matters incidental to the conduct of the Special Meeting, it is the intention of the persons named in the proxy to vote the proxy in accordance with their judgment on such matters unless instructed to the contrary.

February 6, 2025

PART 4

OTHER MATTERS

Proxy Statement Delivery

“Householding” is the term used to describe the practice of delivering one copy of a document to a household of shareholders instead of delivering one copy of a document to each shareholder in the household. If you and another Shareholder share the same address, the Fund may only send one Proxy Statement unless you or the other Shareholder(s) request otherwise. Call or write to the Fund if you wish to receive a separate copy of the Proxy Statement, and the Fund will promptly mail a copy to you. You may also call or write to the Fund if you wish to receive a separate proxy in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call the Fund at 1- 877-779-1999 or write the Fund’s transfer agent at Hamilton Lane Private Assets Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212.

Service Providers

UMB Fund Services, Inc. (“UMB”), located at 235 West Galena Street, Milwaukee, WI 53212, serves as the Fund’s administrator and provides administrative services to assist with the Fund’s operational needs. UMB also provides accounting services to the Fund and serves as the Fund’s distribution paying agent, transfer agent and registrar. UMB Bank, n.a., 928 Grand Boulevard, Kansas City, MO 64106, serves as custodian for the Fund. UMB Distribution Services, LLC (“UMBDS”), located at 235 West Galena Street, Milwaukee, WI 53212, serves as the Fund’s principal underwriter.

Fiscal Year

The fiscal year-end of the Fund is March 31.

EXHIBIT A

INVESTMENT MANAGEMENT AGREEMENT

Hamilton Lane Private Assets Fund

AGREEMENT made this 31st[ ] day of December, 2020[ ], [ ], by and between Hamilton Lane Private Assets Fund, a Delaware statutory trust (the “Fund”), and Hamilton Lane Advisors, L.L.C., a limited liability company under the Laws of the Commonwealth of Pennsylvania (the “Adviser”).

WHEREAS, the Fund is a closed-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) and is engaged in the business of supplying investment advice as an independent contractor; and

WHEREAS, the Fund desires to retain the Adviser to render investment management services with respect to the Fund and the Adviser is willing to render such services:;

NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:

1. APPOINTMENT AND ACCEPTANCE. The Fund hereby appoints the Adviser to act as Adviser to the Fund for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

The Adviser will, at its own expense, render the services and provide the office space, furnishings and equipment, and personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund.

2. DUTIES OF ADVISER. The Fund employs the Adviser to furnish and manage a continuous investment program for the Fund. The Adviser will continuously review, supervise and (where appropriate) administer the investment program of the Fund, to determine in its discretion (where appropriate) the securities to be purchased, held, sold or exchanged, to provide the Fund with records concerning the Adviser’s activities which the Fund is required to maintain and to render regular reports to the Fund’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser may hire (subject to the approval of the Fund’s Board of Trustees (“Board”) and, except as otherwise permitted under the terms of any applicable exemptive relief obtained from the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of the Fund) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of the Fund. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement.

The Adviser shall discharge the foregoing responsibilities subject to the control of the Fund’s Board and in compliance with such policies as the Board may from time to time establish, with the objectives, policies, and limitations for the Fund set forth in the Fund’s registration statement as amended from time to time, and with applicable laws and regulations.

3. FUND TRANSACTIONS. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund and is directed to use its best efforts to obtain “best execution,” considering the Fund’s investment objectives, policies, and restrictions as stated in the Fund’s Prospectus and Statement of Additional Information, as the same may be amended, supplemented or restated from time to time, and resolutions of the Fund’s Board. The Adviser will promptly communicate to the officers and the Board such information relating to portfolio transactions as they may reasonably request.

It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, by reason of its having directed a securities transaction on behalf of the Fund to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934 or as described from time to time by the Fund’s Prospectus and Statement of Additional Information.

A-1

4. COMPENSATION OF THE ADVISER.

(a) Investment Management Fee. For the services provided and the expenses assumed pursuant to this Agreement, the Fund shall pay to the Adviser compensation at a quarterly rate of 1.50an investment management fee equal to 1.40% on an annualized basis of the Fund’s Managed Assets, calculated monthly based on Managed Assets at the end of the month and paid quarterly, provided that the Fund’s shares are generally only offered on the first business day of each month. Furthermore, to the extent the Fund’s shares are offered more frequently, the investment management fee will be calculated as of the average daily Managed Assets during such periodfor each day the Fund offers shares. “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). CompensationThe investment management fee will be paid to the Adviser before giving effect to any repurchase of beneficial interests in the Fund effective as of that date. The Adviser may, in its discretion and from time to time, waive all or a portion of its fee.

(b) Incentive Fee. The Fund will also payAt the end of each calendar quarter, the Adviser will be entitled to receive an incentive fee (the “Incentive Fee”) that is accrued monthly and payable upon the Fund’s exit from an investment in each direct investment in the equity or debt of a company (“Direct Equity Investment” or “Direct Credit Investment,” respectively, and together a “Direct Investment”), secondary purchase of primary subscriptions to closed-end private funds, including, without limitation, funds-of-funds managed by third-party managers and other private assets (a “Secondary Investment”), investment in listed private equity companies, funds or other vehicles (a “Listed PE Investment”) and programmatic investment relationship with asset managers outside of their commingled private funds (an “Opportunistic Investment”) (each, an “Applicable Investment”). The Incentive Fee in respect of each Applicable Investment shall be calculated as follows:equal to 10% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account (as defined below). For the purposes of the Incentive Fee and the Loss Recovery Account, the term “net profits” shall mean the amount by which (i) the sum of (A) the net asset value of the Fund on the last day of such quarter, (B) the aggregate repurchase price of all shares repurchased by the Fund during such quarter and (C) the amount of dividends and other distributions paid in respect of the Fund during such quarter and not reinvested in additional shares through the DRIP exceeds (ii) the sum of (X) the net asset value of the Fund as of the month end prior to the commencement of the relevant quarterly period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including offering and organizational expenses) and (Y) the aggregate issue price of shares of the Fund issued during such quarter (excluding any shares of such class issued in connection with the reinvestment through the DRIP of dividends paid, or other distributions made, by the Fund through the DRIP). The Incentive Fee is effective as of the date of the first investment in the Predecessor Fund on September 2, 2020.

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(c) The Fund shall make any payments due hereunder to the Adviser or, if the Adviser directs, to an entity the Adviser controls, is controlled by the Adviser or with which the Adviser is under common control (including any sub-adviser of the Fund). Subject to the requirements of the 1940 Act and any applicable exemptive relief from the SEC, the Adviser may elect to receive all or a portion of the investment management fee in common shares of the Fund (the “Shares”) in lieu of cash 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;

(i) At the beginning of each fee calculation period, the Adviser will notify the Fund of its election to receive any investment management fees for such payment period in cash, Shares or a combination of cash and Shares.

(ii) Second,The number of Shares that 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; andreceive will be equal to the quotient of (x) the sum of the cash value of investment management fees elected by the Adviser for payment in Shares and (y) the greater of (i) the then-current net asset value per Share of the applicable Share class when such fees become due and (ii) the then-current offering price of the applicable class of Shares when such fees become due.

(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 comprised 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.

No Incentive Fee will be payable in respect of any investments of the Fund in primary fund investments, currency hedging transactions or cash equivalents.

(d) (c) All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

5. BOOKS AND RECORDS. The Adviser will maintain all books and records with respect to the securities transactions of the Fund and will furnish to the Fund’s Board such periodic and special reports as the Board may reasonably request. The Fund and the Adviser agree to furnish to each other, if applicable, current registration statements, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request.

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Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser on behalf of the Fund are the property of the Fund and will be surrendered promptly to the Fund on request.

6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Fund are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION OF ADVISER.

(a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Fund, the Adviser and any partner, director, officer or employee of the Adviser, or any of their affiliates, executors, heirs, assigns, successors or other legal representatives, will not be liable for any error of judgment, mistake of law or for any act or omission by the person in connection with the performance of services to the Fund, except as may otherwise be provided under provisions of applicable state law or Federal securities law which cannot be waived or modified hereby.

(b) The Fund shall indemnify, to the fullest extent permitted by law, the Adviser, or any partner, director, officer or employee of the Adviser, and any of their affiliates, executors, heirs, assigns, successors or other legal representatives, against any liability or expense to which the person may be liable that arises in connection with the performance of services to the Fund, so long as the liability or expense is not incurred by reason of the person’s willful misfeasance or gross negligence of its obligations to the Fund. The rights of indemnification provided under this Section shall not be construed so as to provide for indemnification of any aforementioned persons for any losses (including any liability under Federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section to the fullest extent permitted by law.

(c) The Adviser shall indemnify, to the fullest extent permitted by law, the Fund and all controlling persons of the Fund (as described in Section 15 of the Securities Act of 1933, as amended), against any liability or expense to which the person may be liable that arises in connection with the performance of services to the Adviser, so long as the liability or expense is not incurred by reason of the person’s willful misfeasance, gross negligence or reckless disregard of its obligations to the Adviser. The rights of indemnification provided under this Section shall not be construed so as to provide for indemnification of any aforementioned persons for any losses (including any liability under Federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section to the fullest extent permitted by law.

8. PERMISSIBLE INTERESTS. Trustees, agents, and interest holders of the Fund are or may be interested in the Adviser (or any successor thereof) as members, managers, officers, or interest holders, or otherwise; members, managers, officers, agents, and interest holders of the Adviser are or may be interested in the Fund as Trustees, interest holders or otherwise; and the Adviser (or any successor) is or may be interested in the Fund as an interest holder or otherwise. In addition, brokerage transactions for the Fund may be effected through affiliates of the Adviser if approved by the Fund’s Board, subject to the rules and regulations of the Securities and Exchange Commission.

9. AUTHORITY; NO CONFLICT. The Adviser represents, warrants and agrees that: it has the authority to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

10. LICENSE OF ADVISER’S NAME. The parties agree that the name of the Adviser, the names of any affiliates of the Adviser and any derivative or logo or trademark or service mark or trade name are the valuable property of the Adviser and its affiliates. The Adviser hereby agrees to grant a license to the Fund for use of its name in the name of the Fund for the term of this Agreement and such license shall terminate upon termination of this Agreement. If the Fund makes any unauthorized use of the Adviser’s names, derivatives, logos, trademarks, or service marks or trade names, the parties acknowledge that the Adviser shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

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11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as provided herein, shall remain in effect until December 31, 2022[ ] for an initial two-year term and thereafter, may continue in effect from year to year provided such continuance is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Board who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by a vote of a majority of the Fund’s Board or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the interest holders of the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.

Notwithstanding the foregoing, this Agreement may be terminated as to the Fund at any time, without the payment of any penalty by vote of a majority of members of the Fund’s Board or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on sixty (60) days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party.

As used in this Section 11, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

12. NOTICE. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice:

If to the Adviser:

Hamilton Lane Advisors, L.L.C.

110 Washington Street, Ste 1300

One Presidential Boulevard, 4th Floor Bala CynwydConshohocken, Pennsylvania 1900419428-2053

If to the Fund:

Hamilton Lane Private Assets Fund
c/o UMB Fund Services, Inc.

Attn: Regulatory Administration
235 West Galena Street Milwaukee, WI 53212

Facsimile: (414) 271-9717

Telephone: (414) 299-2000

13. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Delaware, without reference to conflict of law or choice of law doctrines, and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above.

HAMILTON LANE PRIVATE ASSETS FUND

By: Adam B. Shane
Title: Secretary

HAMILTON LANE ADVISORS, L.L.C.

By: Lydia Gavalis
Title: Secretary and General Counsel

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EXHIBIT B

INVESTMENT ADVISORY FEES

Contractual Advisory Fee (as a percentage of Managed Assets)		Advisory Fee Rate Paid to Hamilton Lane (after waivers and reimbursements and/or recoupment, if any) for the Fiscal Year Ended March 31, 2024		Most Recent Date of Shareholder Approval of Existing Advisory Agreement and Purpose of Submission to Shareholders		Most Recent Date of Approval of Existing Advisory Agreement by the Board of Trustees
1.50%		1.50%		June 26, 2020 (approval of the Fund’s initial advisory agreement with Hamilton Lane)		December 5, 2024

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EXHIBIT C

5% or Greater Ownership of A Share Class

The following table identifies those investors known to the Fund to own beneficially or of record 5% or more of the voting securities of a class of the Fund’s shares as of January 15, 2025. Any shareholder that owns 25% or more of the outstanding shares of the Fund or class may be presumed to “control” (as that term is defined in the 1940 Act) the Fund or class. Shareholders controlling the Fund or a class could have the ability to vote a majority of the shares of the Fund or class on any matter requiring approval of the shareholders of the Fund or class.

Class		Shareholder Name and Address		Number of Shares of Class Owned		Percentage of Shares of Class Owned
Class I		Massachusetts Mutual Life Insurance Co 1295 State Street Springfield, MA 01111		8,647,509.036		8.12%

As of the Record Date, the Trustees and officers of the Fund, either individually or as a group, owned approximately 0.11% of the outstanding shares of the Fund.

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PROXY

HAMILTON LANE PRIVATE ASSETS FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 2025
110 WASHINGTON STREET, SUITE 1300, CONSHOHOCKEN, PENNSYLVANIA 19428

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the above-mentioned Fund (the “Fund”) hereby appoints Keith Kleinman and Ali Callahan, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of the Fund which the undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on March 7, 2025 at 11:00 a.m., Eastern Time, at the offices of the Fund’s adviser, Hamilton Lane Advisors, L.L.C., 110 Washington Street, Suite 1300, Conshohocken, Pennsylvania 19428, and at any or all adjournments or postponements thereof. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournments or postponements.

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THIS PROXY CARD WILL BE VOTED AS INSTRUCTED. IF NO SPECIFICATION IS MADE AND THE PROXY CARD IS EXECUTED, THE PROXY CARD WILL BE VOTED “FOR” THE PROPOSAL SET FORTH ON THE REVERSE.

	CONTROL #:
		SHARES:
		Note: Please date and sign exactly as the name appears on this proxy card. When shares are held by joint owners/tenants, at least one holder should sign. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person.

		Signature(s) (Title(s), if applicable)


		Date

PLEASE VOTE VIA THE INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE

CONTINUED ON THE REVERSE SIDE

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!

THERE ARE 3 EASY WAYS TO VOTE YOUR PROXY:

1. By Phone: Call Okapi Partners toll-free at: (844) 343-2643 to vote with a live proxy services representative. Representatives are available to take your vote or to answer any questions Monday through Friday 9:00 AM to 8:00 PM (EST).

2. By Internet: Refer to your proxy card for the control number and go to: www.OkapiVote.com/HamiltonLane2025 and follow the simple on-screen instructions.

3. By Mail: Sign, Date, and Return this proxy card using the enclosed postage-paid envelope.

If possible, please utilize option 1 or 2 to ensure that your vote is received and registered in
time for the meeting on March 7, 2025

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE PROPOSAL

INSTRUCTIONS: TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK INK AS SHOWN HERE: ¢

		FOR		AGAINST		ABSTAIN
1. To approve a new investment management agreement between the Fund and Hamilton Lane Advisors, L.L.C..		☐		☐		☐

To transact any other business that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes.

You may have received more than one proxy card due to multiple investments in the Fund.

PLEASE REMEMBER TO VOTE ALL OF YOUR PROXY CARDS!

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 2025

THE PROXY STATEMENT AND THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS FOR THIS MEETING ARE AVAILABLE AT: WWW.OKAPIVOTE.COM/HAMILTONLANE

Hamilton Lane Private Assets Fund (XHLIX) DEF 14ADefinitive proxy