Federal Register - February 2, 2021
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Source: Federal Register
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Federal Register / Vol. 86, No. 20 / Tuesday, February 2, 2021 / Notices Investment Fund IV Holdings LP, Hamilton Lane Co-Investment Fund IV
Holdings-2 LP, Hamilton Lane NM Fund I LP, Hamilton Lane Private Equity Fund X Holdings LP, Hamilton Lane Private Markets Opportunity Fund LP, Credit Series, Hamilton Lane Private Markets Opportunity Fund LP, Fund-ofFunds Series, Hamilton Lane Private Markets Opportunity Fund LP, Fund-ofFunds Series II, Hamilton Lane SMID II
Holdings LP, Hamilton Lane Strategic Opportunities Fund V Series 2019
Holdings LP, Hamilton Lane Strategic Opportunities Fund VI Series 2020
Holdings LP, Hamilton Lane Strategic Opportunities Fund VI Series 2020 LP, Hamilton Lane Venture Capital Series 2020, Hamilton Lane-Carpenters Partnership Fund V L.P., HL
International Investors LP, Series H2, HLHP Global Investments LP, HLSF V
Holdings LP, Nakhoda Lane Fund L.P., Nakhoda Lane Fund DE SPV LP, SRCS
HL PE 1 Master LP, Hamilton Lane/
NYSCRF Israel Investment Fund L.P., HL ENPAM Fund Splitter LP, HL
Impact Holdings LP, HL International Investors L.P. Series M, HL International Investors L.P. Series N, HL International Investors L.P. Series O, HL International Investors L.P. Series Q, HL International Investors LP Series I, HL International Investors LP, HL Secondary Opportunities 2018 Series, HL
International Investors LP, Series H1, HL International Investors, L.P. Series P, HL Miras Secondary Fund LP, HL
Pennsylvania Co-Investment Fund, L.P., HL Private Assets Holdings LP, HL/AS
Global Coinvest LP, HLSF IV Holdings LP, Hudson River Co-Investment Fund III L.P., Innovation Lane LP, Jati Private Equity Fund III L.P., KPI-Hamilton Lane Multi-Strategy Fund I Master LP, KPSHamilton Lane Multi-Strategy Fund I
Master LP, Libra Taurus PE Fund Master LP, Moran Real Asset Fund II, L.P., New York Credit Co-Investment Fund II LP, New York Credit SBIC Fund L.P., RAPM
NM Secondary Opportunity Fund, L.P., SRE HL PE 1 Master LP, SREH HL PE
1 Master LP, SRZ HL PE 1 Master LP, Tarragon Master Fund LP, Utah Real Assets Portfolio, LP, Hamilton Lane Secondary Fund V International Series Fund LP, Series 2, Hamilton Lane Infrastructure Fund Holdings LP, Hamilton Lane Infrastructure Fund Holdings-2 LP, Hamilton Lane Equity Opportunities Fund V Holding LP, and Hamilton Lane Equity Opportunities Fund V Holding-2 LP.
FILING DATES: The application was filed on February 25, 2020, and amended on July 13, 2020 and October 16, 2020.
HEARING OR NOTIFICATION OF HEARING: An order granting the requested relief will
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be issued unless the Commission orders a hearing. Interested persons may request a hearing by emailing the Commissions Secretary at SecretarysOffice@sec.gov and serving applicants with a copy of the request, by email.
Hearing requests should be received by the Commission by 5:30 p.m. on February 22, 2021, and should be accompanied by proof of service on the applicants, in the form of an affidavit, or for lawyers, a certificate of service.
Pursuant to rule 05 under the Act, hearing requests should state the nature of the writers interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by emailing the Commissions Secretary at SecretarysOffice@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
Attn: General Counsel, hllegal@
hamiltonlane.com.
FOR FURTHER INFORMATION CONTACT:
Kieran G. Brown, Senior Counsel, at 202 5516773 or David J. Marcinkus, Branch Chief, at 202 5516821
Division of Investment Management, Chief Counsels Office.
SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commissions website by searching for the file number, or for an applicant using the Company name box, at http
www.sec.gov/search/search.htm or by calling 202 5518090.
Introduction 1. The Applicants request an order of the Commission under sections 17d and 57i and rule 17d1 thereunder the Order to permit, subject to the terms and conditions set forth in the application the Conditions, a Regulated Fund 1 and one or more other Regulated Funds and/or one or more 1 Regulated Funds means the Fund and any Future Regulated Funds. Future Regulated Fund means a closed-end management investment company a that is registered under the Act or has elected to be regulated as a business development company BDC; b whose investment adviser is an Adviser; and c that intends to participate in the co-investment program. Adviser means Hamilton Lane and any other investment adviser that is i controlling, under common control with, or controlled by Hamilton Lane, ii registered as an investment adviser under the Investment Advisers Act of 1940 the Advisers Act, and iii not a Regulated Fund or a subsidiary of a Regulated Fund. Section 2a48 defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in section 55a1 through 55a3 and makes available significant managerial assistance with respect to the issuers of such securities.
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Affiliated Funds 2 to enter into CoInvestment Transactions with each other. Co-Investment Transaction means any transaction in which one or more Regulated Funds or its WhollyOwned Investment Sub participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order. Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund or its Wholly-Owned Investment Sub could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.3
Applicants 2. The Fund was organized under the Delaware Statutory Trust Act and is a closed-end management investment company registered under the Act. The Funds Board 4 will be comprised of a majority of members who are Independent Trustees.5
3. Hamilton Lane, a Pennsylvania limited liability company that is registered under the Advisers Act, serves as the investment adviser to the Fund.
4. Hamilton Lane also serves as the investment adviser to each of the Existing Affiliated Funds. Applicants represent that each Existing Affiliated Fund is a separate and distinct legal entity and each would be an investment company but for section 3c1 or 3c7 of the Act. The Hamilton Lane Proprietary Accounts will hold various financial assets in a principal capacity.
Hamilton Lane and its affiliates may 2 Affiliated Fund means the Existing Affiliated Funds, any Future Affiliated Fund or any Hamilton Lane Proprietary Account. Existing Affiliated Funds means the investment vehicles identified in Schedule A of the application. Future Affiliated Fund means any entity a whose investment adviser is an Adviser; b that would be an investment company but for section 3c1, 3c5C or 3c7 of the Act; and c that intends to participate in the co-investment program.
Hamilton Lane Proprietary Account means any account of an Adviser or its affiliates or any company that is a direct or indirect, whollyor majority-owned subsidiary of the Adviser or its affiliates, which, from time to time, may hold various financial assets in a principal capacity.
3 All existing entities that currently intend to rely on the Order have been named as applicants and any existing or future entities that may rely on the Order in the future will comply with the terms and conditions of the application.
4 Board means the board of trustees or the equivalent of a Regulated Fund.
5 Independent Trustee means a member of the Board of any relevant entity who is not an interested person as defined in section 2a19 of the Act. No Independent Trustee of a Regulated Fund will have a direct or indirect financial interest in any Co-Investment Transaction or any interest in any portfolio company, other than indirectly through share ownership in one of the Regulated Funds.
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