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Federal Register / Vol. 86, No. 20 / Tuesday, February 2, 2021 / Notices
Investment Transaction with respect to the issuer, then:
i The Adviser to such Regulated Fund or Affiliated Fund 23 will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time;
and ii the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to participation by such Regulated Fund in the Disposition.
b Same Terms and Conditions. Each Regulated Fund will have the right to participate in such Disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the Affiliated Funds and any other Regulated Fund.
c No Board Approval Required. A
Regulated Fund may participate in such a Disposition without obtaining prior approval of the Required Majority if:
iA The participation of each Regulated Fund and Affiliated Fund in such Disposition is proportionate to its then-current holding of the security or securities of the issuer that is or are the subject of the Disposition; 24 B the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in such Dispositions on a pro rata basis as described in greater detail in the application; and C the Board of the Regulated Fund is provided on a quarterly basis with a list of all Dispositions made in accordance with this Condition; or ii each security is a Tradable Security and A the Disposition is not to the issuer or any affiliated person of the issuer; and B the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Funds and Affiliated Funds is price.
d Standard Board Approval. In all other cases, the Adviser will provide its written recommendation as to the Regulated Funds participation to the Eligible Trustees and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority determines that it is in the Regulated Funds best interests.

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7. Enhanced Review Dispositions a General. If any Regulated Fund or Affiliated Fund elects to sell, exchange 23 Any Hamilton Lane Proprietary Account that is not advised by an Adviser is itself deemed to be an Adviser for purposes of Conditions 6ai, 7ai, 8ai, and 9ai.
24 In the case of any Disposition, proportionality will be measured by each participating Regulated Funds and Affiliated Funds outstanding investment in the security in question immediately preceding the Disposition.

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or otherwise dispose of a Pre-Boarding Investment in a Potential Co-Investment Transaction and the Regulated Funds and Affiliated Funds have not previously participated in a CoInvestment Transaction with respect to the issuer:
i The Adviser to such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time;
ii the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to participation by such Regulated Fund in the Disposition; and iii the Advisers will provide to the Board of each Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds and Affiliated Fund, including the terms of such investments and how they were made, that is necessary for the Required Majority to make the findings required by this Condition.
b Enhanced Board Approval. The Adviser will provide its written recommendation as to the Regulated Funds participation to the Eligible Trustees, and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority determines that:
i The Disposition complies with Condition 2ci, ii, iiiA, and iv;
and ii the making and holding of the PreBoarding Investments were not prohibited by section 57 or rule 17d1, as applicable, and records the basis for the finding in the Board minutes.
c Additional Requirements. The Disposition may only be completed in reliance on the Order if:
i Same Terms and Conditions. Each Regulated Fund has the right to participate in such Disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the Affiliated Funds and any other Regulated Fund;
ii Original Investments. All of the Affiliated Funds and Regulated Funds investments in the issuer are PreBoarding Investments;
iii Advice of counsel. Independent counsel to the Board advises that the making and holding of the investments in the Pre-Boarding Investments were not prohibited by section 57 as modified by rule 57b1 or rule 17d1, as applicable;
iv Multiple Classes of Securities. All Regulated Funds and Affiliated Funds that hold Pre-Boarding Investments in the issuer immediately before the time
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of completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the purpose of determining whether the Regulated Funds and Affiliated Funds hold the same security or securities, they may disregard any security held by some but not all of them if, prior to relying on the Order, the Required Majority is presented with all information necessary to make a finding, and finds, that: x Any Regulated Funds or Affiliated Funds holding of a different class of securities including for this purpose a security with a different maturity date is immaterial 25 in amount, including immaterial relative to the size of the issuer; and y the Board records the basis for any such finding in its minutes. In addition, securities that differ only in respect of issuance date, currency, or denominations may be treated as the same security; and v No control. The Affiliated Funds, the other Regulated Funds and their affiliated persons within the meaning of section 2a3C of the Act, individually or in the aggregate, do not control the issuer of the securities within the meaning of section 2a9 of the Act.
8. Standard Review Follow-Ons a General. If any Regulated Fund or Affiliated Fund desires to make a Follow-On Investment in an issuer and the Regulated Funds and Affiliated Funds holding investments in the issuer previously participated in a CoInvestment Transaction with respect to the issuer:
i The Adviser to each such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest practical time; and ii the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to the proposed participation, including the amount of the proposed investment, by such Regulated Fund.
b No Board Approval Required. A
Regulated Fund may participate in the Follow-On Investment without obtaining prior approval of the Required Majority if:
iA The proposed participation of each Regulated Fund and each 25 In determining whether a holding is immaterial for purposes of the Order, the Required Majority will consider whether the nature and extent of the interest in the transaction or arrangement is sufficiently small that a reasonable person would not believe that the interest affected the determination of whether to enter into the transaction or arrangement or the terms of the transaction or arrangement.

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