Hamilton Lane Annual Report 2017

FY2017 Annual Report · Hamilton Lane

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Hamilton Lane
Annual Report

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Dear Shareholders,

I’d like to begin this inaugural shareholders’ letter with a simple, yet sincere, message for each of you:
thank you for your support and welcome to the Hamilton Lane family. Ours is a firm filled with world‐
class talent serving an extraordinary global client base. As the private markets have become a mainstay
in institutional portfolios around the world, our business has continued to thrive by maintaining a
singular focus on achieving investment results that help our clients and their ultimate beneficiaries live
and retire better and more soundly.

Since our founding 26 years ago, we have endeavored to create an organization that is built on
collaboration and teamwork; an organization for which each of us can be proud to work; one that
espouses integrity and in which our employees are consistently striving to do the right thing. At the end
of the day, we are an investment firm – we believe in investing in our employees; in our client and
industry relationships; and in the technology and resources needed to remain competitive, influential
and innovative in our asset class.

I am proud to say that we have been successful in delivering on these objectives throughout our history,
and I view our IPO earlier this year as one of the markers of that success. While we certainly are not the
first asset manager to go public, we are the only multi‐manager focused purely on the alternative
investment space that is publicly traded in the United States – a distinction we are very happy to own.

In addition to going through the process of becoming a publicly‐listed company, we have remained quite
busy since our IPO in March 2017 as we have...

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grown our team to more than 290 professionals around the world who are dedicated solely to
private markets investing;
continued expanding our global footprint with the addition of two new offices in Sydney,
Australia and Munich, Germany;
further enhanced our strategic leadership by adding two new independent board members,
Leslie F. Varon and David J. Berkman;
achieved a new record level of management and advisory fee revenue;
completed the raise of our latest flagship secondary fund, Hamilton Lane Secondary Fund IV,
L.P., which attracted $1.9 billion in commitments‐‐our largest specialized product to date;
closed our credit‐focused annual series fund, Hamilton Lane Strategic Opportunities Fund 2017,
on $435 million in commitments, which is more than twice the size of the prior year’s fund;
• maintained our efforts to make the private markets a more transparent and efficient asset class
by partnering with Ipreo to form Private Market Connect, a data collection and management
initiative;
signed the acquisition of Real Asset Portfolio Management, LLC, which will broaden the firm’s
real assets capabilities; and
announced our intent to pay a quarterly dividend to shareholders.

•

Fiscal 2017 proved to be a year of significant milestones for Hamilton Lane and we are excited about the
outlook for fiscal 2018 and beyond.

The vision of this organization has always been to create a company dedicated to its clients and its
employees. In doing so, we have also delivered historically on shareholder value creation. Early in this
new journey as a publicly‐traded company, I want to express my appreciation to our clients and partners
all over the world: thank you for entrusting us with your capital and with the financial security of your
private markets investments. We are so grateful for the relationships that we have fostered over the last
26 years, and we look forward to continuing to strengthen and grow them.

This is an exciting new chapter that I believe will further invigorate our company and our employees; will
reaffirm our dedication to Hamilton Lane’s mission to enrich lives and safeguard futures; and will
position us, our clients and our shareholders for success in the future.

Sincerely,

Mario Giannini
Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FORM 10-K

For the fiscal year ended March 31, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

For the transition period from _______________________ to ___________________________

Commission file number 001-38021

HAMILTON LANE INCORPORATED

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

26-2482738
(I.R.S. Employer
Identification No.)

Hamilton Lane Incorporated
One Presidential Blvd., 4th Floor
Bala Cynwyd, PA 19004
Telephone: (610) 934-2222
(Address of principal executive offices)

Registrant’s telephone number, including area code: (610) 934-2222

Title of each class

Class A Common Stock, $0.001 par value per
share

Name of each exchange on which registered

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any
amendment to the Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x (Do not check if a smaller reporting company)

Smaller reporting company ¨

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of the voting stock held by non-affiliates of the registrant on March 31, 2017, based on the closing price of $18.67 for shares of the
registrant’s Class A common stock as reported by the NASDAQ Stock Market, was approximately $285.1 million. The registrant has elected to use March 31,
2017 as the calculation date, because on September 30, 2016 (the last business day of the registrant’s second fiscal quarter), the registrant was a privately held
company.

As of June 19, 2017, there were 19,266,421 shares of the registrant’s Class A common stock and 27,935,255 shares of the registrant’s Class B common stock
outstanding.

[This Page Intentionally Left Blank]

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Table of Contents

PART I

PART II

Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management’s Discussion and Analysis of Financial Condition

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

Item 8. Consolidated Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

PART III

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

Signatures

PART IV

Page

131

132

133

141

146

149

155

157

158

This Annual Report on Form 10-K (“Form 10-K”) includes certain information regarding the historical

performance of our specialized funds and customized separate accounts. An investment in shares of our Class A
common stock is not an investment in our specialized funds or customized separate accounts. In considering the
performance information relating to our specialized funds and customized separate accounts contained herein,
prospective Class A common stockholders should bear in mind that the performance of our specialized funds and
customized separate accounts is not indicative of the possible performance of shares of our Class A common stock and
is also not necessarily indicative of the future results of our specialized funds or customized separate accounts, even if
fund investments were in fact liquidated on the dates indicated, and there can be no assurance that our specialized funds
or customized separate accounts will continue to achieve, or that future specialized funds and customized separate
accounts will achieve, comparable results.

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business.
In addition, our names, logos and website names and addresses are owned by us or licensed by us. We also own or have the rights to
copyrights that protect the content of our solutions. Solely for convenience, the trademarks, service marks, trade names and
copyrights referred to in this Form 10-K are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under
applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.

This Form 10-K may include trademarks, service marks or trade names of other companies. Our use or display of other parties’

trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or
sponsorship of us by, the trademark, service mark or trade name owners.

Unless otherwise indicated, information contained in this Form 10-K concerning our industry and the markets in which we operate

is based on information from independent industry and research organizations, other third-party sources (including industry
publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available
information released by independent industry analysts and third-party sources, as well as data from our internal research, and are
based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets that we believe to be
reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party
information.

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-K to “we,” “us,” “our,” the

“Company,” “Hamilton Lane” and similar terms refer to Hamilton Lane Incorporated and its consolidated subsidiaries. As used in this
Form 10-K, (i) the term “HLA” refers to Hamilton Lane Advisors, L.L.C. and (ii) the terms “Hamilton Lane Incorporated” and
“HLI” refer solely to Hamilton Lane Incorporated, a Delaware corporation, and not to any of its subsidiaries.

Cautionary Note Regarding Forward-Looking Information

Some of the statements in this Form 10-K may constitute “forward-looking statements” within the meaning of Section 27A of the

Securities Act of 1933, as amended (the “Securities Act”), Section 21E of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995.
Words such as “will,” “expect,” “believe” and similar expressions are used to identify these forward-looking statements. Forward-
looking statements discuss management’s current expectations and projections relating to our financial position, results of operations,
plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks,
uncertainties and other important factors that may cause actual results to be materially different, including risks relating to our ability
to manage growth, fund performance, risk, changes in our regulatory environment and tax status; market conditions generally; our
ability to access suitable investment opportunities for our clients; our ability to maintain our fee structure; our ability to attract and
retain key employees; our ability to manage our obligations under our debt agreements; defaults by clients and third-party investors on
their obligations to us; our ability to comply with investment guidelines set by our clients; the time, expense and effort associated with
being a newly public company; and our ability to receive distributions from HLA to fund our payment of dividends, taxes and other
expenses.

The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional

risks that we face, you should refer to Part I, Item 1A of this Form 10-K under the heading “Risk Factors” and in our subsequent
reports filed from time to time with the Securities and Exchange Commission (the “SEC”). The forward-looking statements included
in this Form 10-K are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement
as a result of new information or future events, except as otherwise required by law.

Item 1. Business

PART I

Our Company

We are a global private markets investment solutions provider with approximately $42 billion of assets under management

(“AUM”), and approximately $300 billion of assets under advisement (“AUA”). We work with our clients to conceive, structure, build
out, manage and monitor portfolios of private markets funds and direct investments, and we help them access a diversified set of such
investment opportunities worldwide. Our clients are principally large, sophisticated, global investors that rely on our private markets
expertise, deep industry relationships, differentiated investment access, risk management capabilities, proprietary data advantages and
analytical tools to navigate the increasing complexity and opacity of private markets investing. While some maintain their own internal
investment teams, our clients look to us for additional expertise, advice and outsourcing capabilities. We were founded in 1991 and
have been dedicated to private markets investing for more than two decades. We currently have approximately 290 employees,
including over 90 investment professionals, operating throughout the United States and in London, Hong Kong, Rio de Janeiro, Seoul,
Sydney, Tel Aviv and Tokyo. Substantially all of our employees have equity interests in our Company. We offer a variety of
investment solutions to address our clients’ needs across a range of private markets, including private equity, private credit, real estate,
infrastructure, natural resources, growth equity and venture capital. These solutions are constructed from a range of investment types,
including primary investments in funds managed by third-party managers, direct/co-investments alongside such funds and acquisitions
of secondary stakes in such funds, with a number of our clients utilizing multiple investment types. These solutions are offered in a
variety of formats covering some or all phases of private markets investment programs:

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Customized Separate Accounts: We design and build customized portfolios of private markets funds and direct investments
to meet our clients’ specific portfolio objectives with regard to return, risk tolerance, diversification and liquidity. We generally
have discretionary investment authority over our customized separate accounts, which comprised approximately $33 billion of
our AUM as of March 31, 2017.

Specialized Funds: We organize, invest and manage specialized primary, secondary and direct/co-investment funds. Our
specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on
standard terms as well as shorter duration, opportunistically oriented funds. We launched our first specialized fund in 1997,
and our product offerings have grown steadily, comprising approximately $9 billion of our AUM as of March 31, 2017.

Advisory Services: We offer investment advisory services to assist clients in developing and implementing their private
markets investment programs. Our investment advisory services include asset allocation, strategic plan creation, development
of investment policies and guidelines, the screening and recommending of investments, legal negotiations, the monitoring of
and reporting on investments and investment manager review and due diligence. Our advisory clients include some of the
largest and most sophisticated private markets investors in the world. We had approximately $300 billion of AUA as of March
31, 2017.

Distribution Management: We offer distribution management services to our clients through active portfolio management to
enhance the realized value of publicly traded stock they receive as

distributions from private equity funds. Since its inception as Shott Capital Management in 1991, our distribution management
platform has managed over 23,300 distributions totaling over $18.1 billion worth of private equity distributions.

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Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting and investment
monitoring services, usually bundled into our broader investment solutions offerings, but occasionally on a stand-alone, fee-for-
service basis. Private markets investments are unusually difficult to monitor, report on and administer, and our clients are able
to benefit from our sophisticated infrastructure, which provides real-time access to reliable and transparent investment data,
and our high-touch service approach, which allows for timely and informed responses to the multiplicity of issues that can
arise. We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our
large, global, proprietary and high-quality database of private markets investment performance and our suite of proprietary
analytical investment tools. Spanning 40 years and covering over 1,200 fund managers and approximately 3,300 funds, our
database contains detailed information on over $3 trillion of private markets investments and over 50,000 portfolio companies.

Our client and investor base included over 350 institutions and intermediaries as of March 31, 2017, and is broadly diversified by
type, size and geography. Our client base primarily comprises institutional investors that range from those seeking to make an initial
investment in alternative assets to some of the largest and most sophisticated private markets investment programs. As a highly
customized, flexible outsourcing partner, we are equipped to provide investment services to institutional clients of all sizes and with
different needs, internal resources and investment objectives. Our clients include prominent institutional investors in the United States,
Europe, the Middle East, Asia, Australia and Latin America. We believe we are a leading provider of private markets solutions for
U.S. labor union pension plans, and we serve numerous smaller public and corporate pension plans, sovereign wealth funds, financial
institutions and insurance companies, endowments and foundations, as well as family offices and selected high-net-worth individuals.

Our intermediary clients enable us to provide our investment products to an expanded range of high-net-worth individuals and

families. We have a diversified revenue stream from a variety of client types in multiple geographic regions, with no single client
representing more than 5% of management and advisory fee revenues. A significant portion of our revenue base is recurring and is
based on the long-term nature of our specialized funds and customized separate accounts as well as long-term relationships with many
of our clients, providing highly predictable cash flows.

Since our inception, we have experienced consistent, strong growth, which continues to be reflected in our more recent AUM and

AUA growth. As of March 31, 2017, we had AUM of approximately $42 billion, reflecting a 13% compound annual growth rate
(“CAGR”) from March 31, 2013, and our AUM increased in each fiscal year during this timeframe. We had approximately $300
billion of AUA as of March 31, 2017, reflecting a 23% CAGR from March 31, 2013, and our AUA increased in each fiscal year
during this timeframe.

Finally, we believe that our strong culture is a key factor driving our success in developing and maintaining high quality

relationships with clients, prospects, other business partners and current/potential employees. We are proud that this culture has been
recognized by several prominent trade organizations and publications through numerous awards. For example, we were one of a
select group of companies named as a “Best Place to Work in Money Management” in 2016 by Pensions & Investments. Our firm is
the only firm in the “Alternatives Manager” category that has appeared on this list every year since Pensions & Investments initiated
this category in 2012. Additionally, the firm has received

accolades from publications and organizations including Inc. (Hire Power Award: 2013; Fastest-Growing Private Companies in
America: 2012 and 2016), Best Companies Group (Best Places to Work in PA: 2012-16) and the Philadelphia Business Journal
(Advancing Women Company Award: 2014). We believe that our culture will continue to play an important role in supporting our
future growth.

Our Market Opportunity

The alternative investing industry continues to see strong growth, with global alternative AUM reaching an all-time record of
more than $7 trillion in 2014, up from approximately $1 trillion in 1999, according to the World Economic Forum’s July 2015 report
Alternative Investments 2020 - The Future of Alternative Investments (“World Economic Forum Report”).

In particular, private markets AUM reached an all-time high of approximately $4 trillion in 2014, with private equity (which
includes buyout and venture strategies) contributing approximately $2 trillion, according to the World Economic Forum Report. This
increase in assets is driven by robust investor demand as institutional and retail investors look to diversify their portfolios to generate
strong returns, reduce volatility and generate reliable income.

The historical and expected growth of the private markets demonstrates that these investment types attract significant new capital

given that, unlike public equities, existing net asset value (“NAV”) in the private markets decreases over time as investments are
realized and must be replaced if investors want to maintain allocation levels. Despite this factor, aggregate private markets AUM has
experienced, and is expected to continue to experience, significant growth.

Several trends and developments have shaped the alternative investing industry and continue to serve as the primary drivers of

our growth:

Private equity proven as a performance leader. Our proprietary database demonstrates that private equity has been a

stronger-performing asset class than more traditional investments over a longer investment horizon. As such, we believe private equity
is an attractive asset class for those pensions, endowments, sovereign wealth funds, smaller institutions and high-net-worth/retail
investors that have longer-term horizons. Over the last ten years, private equity has generally outperformed other investment classes
on both an absolute and risk-adjusted basis. Our proprietary database shows that as of December 31, 2016, private equity returns
have surpassed public equity returns as measured by the Russell 3000 Index in five of the last ten years, by approximately 148 bps
over a 10-year term and by approximately 408 bps over a 20-year term, reflecting a comparably high Sharpe ratio of 0.44 and 0.46,
respectively. The Sharpe ratio is a measure for calculating risk-adjusted return and equals the average return earned in excess of the
risk-free rate per unit of volatility or total risk. We believe that comparing the Sharpe ratio of private equity returns against the Sharpe
ratio of other asset classes demonstrates the relative attributes of the private equity market. This attractive risk-return dynamic is one
of the driving forces in the growth of private equity, as the majority of targeted investors are looking to increase allocations to this
asset class. The following charts show investment return and Sharpe ratio by asset class from January 1, 2007 to December 31, 2016
and from January 1, 1997 to December 31, 2016, respectively.

Source: Hamilton Lane (May 2017). Indices used: Hamilton Lane All Private Equity with volatility de-smoothed (de-smoothing attempts to make the volatility of

private equity quarterly appraisal valuations comparable to the volatility of exchange-traded asset classes); Russell 3000 Index; MSCI World ex US Index; MSCI Emerging
Markets Index; Barclays Aggregate Bond Index; Credit Suisse High Yield Index; HFRI Composite Index; FTSE/NAREIT Equity REIT Index; Dow Jones-UBS Commodities
Index. Geometric mean returns in USD. Assumes risk free rate of 2.8% and 4.0%, representing average yield of the 10-year treasury over the last 10 years and 20 years,
respectively.

Increasing demand from institutional investors for private alternative investments. Robust demand for private alternative
assets is driven in large part by (a) the struggle for investors to reach commonly sought target returns in excess of 6% through typical
blends of public equity and fixed income investments; (b) strong performance by private markets investments relative to other asset
classes and (c) institutional investors adapting to a range of macro factors, including the aging population in developed economies and
monetary policies enacted in the wake of the global financial crisis.

Shifting structure of the investing landscape and inherent economies of scale. As the investing landscape shifts toward

private assets, investors are faced with disproportionate fragmentation of market players and a highly complex set of potential
investing opportunities as compared to traditional public equity or credit investing. Further, increasing regulatory scrutiny on private
capital investing is expected to increase investors’ focus on investment monitoring, internal controls and compliance. Taken together,
these factors favor investment solutions providers who have sufficient scale and reach to offer comprehensive global outsourcing and
advisory services to potential investors.

Investors concentrating relationships among asset managers and advisors. Institutional investors, in particular, are moving
towards focusing their relationships with money managers, advisors and solutions providers on fewer firms, each of which performs a
broader array of services. This is driven by:

•

Desire to lower the expense ratio associated with investment programs, since concentrating business with fewer providers
allows investors more negotiating leverage and efficiency in managing their portfolios.

Awareness that portfolios can be over-diversified by virtue of having too many managers and an increased desire to maintain
appropriate diversification both across investment types and within asset classes.

Acknowledgment of the difficulties of building in-house resources capable of developing an in-depth understanding of the
myriad choices of investment types and locations, as well as building relationships with the plethora of investment managers
within each type.

The use of strategic partners to leverage additional knowledge and insights and to achieve quality extension of staff
resources.

Rising demand for customized portfolio construction. In an era of heightened market volatility and economic uncertainty,
institutional investors are increasingly reducing their exposure to traditional asset classes and strategies and to commingled structures
where the actions or inactions of other investors can generate adverse and unanticipated effects. Instead, investors are allocating
more capital toward customized products in search of risk-return optimization and specific investment outcomes. Investors are
gravitating towards the ability to maintain investment portfolios that achieve the low-cost beta found in index strategies, as well as the
alpha generated from diversified alternatives. This shift toward customized portfolio construction allows alternatives to play a more
central role in the portfolio, acting to deliver a range of specific investment objectives for investors. To this point, the separate account
model is becoming increasingly prevalent as this investment structure allows investors to maintain greater control over asset-level
ownership, enabling specific exposures or hedges in customized portfolios.

Similar to public markets, private markets have become more diverse, attracting investors with different investment objectives.
Large, sophisticated institutions often have nuanced preferences in investment priorities, capabilities and vehicle and manager types
that differ from those of smaller institutions. These different investor segments also have varying product preferences even within the
private markets area, with larger investors embracing more illiquid opportunities and smaller investors seeking access to less illiquid
alternatives. The spectrum of investors includes large public pension funds, sovereign wealth funds, smaller institutions and high-net-
worth/retail investors. As a result, there is a growing focus on investor preferences across different investor segments, with capital
allocators operating in this environment increasingly catering to a diverging set of investor needs. We believe the ability to create
customized portfolios to address those varied needs is powerful, as it attracts more investors to the asset class and allows us to be a
value-added partner.

Increasing importance of big data and sophisticated analytics in private markets. Data systems, and the attendant

monitoring and analytical tools, in the private markets investing industry lag far behind those in others, especially the public investment
markets. While public markets investors can access a wealth of data available electronically and on-demand, and can utilize broad
suites of cutting-edge investment monitoring and analytical tools, the private markets are hampered by data inefficiency, manual entry
and a massive shortage of sophisticated portfolio reporting and advisory solutions. Firms with advanced data and analytics capabilities
will be best able to meet investors’ increasing demand for seamless, coordinated, rich and easy digital access with readily operable
monitoring and analytical tools

attached. In addition, many investors now require the ability to respond transparently and quickly to reporting requests and demand
enhanced risk management functions. This requires a firm-wide data infrastructure that identifies, extracts and aggregates financial
data across multiple global sources. Most organizations do not have an adequate technology infrastructure to respond to these
escalating demands. Therefore, we believe that the ability to harness proprietary private markets data with a sophisticated technology-
enabled infrastructure will increasingly become a competitive advantage.

Growth in defined contribution, retail and similar pools of investable assets seeking access to private market returns. In

recent years, defined contribution retirement plans in the United States and abroad and other retail-like pools of assets have grown
significantly. As with more traditional and institutional pools of capital, these investors are also seeking higher-returning investment
options than those generally perceived to be available in traditional asset classes. Large segments of the investor universe find it
difficult to access private markets investment opportunities because of the scarcity of data, the relative lack of transparency and the
lack of available liquidity mechanisms. Further, the structural complexity surrounding long fund lives with limited liquidity, lack of daily
valuation and capital drawn as needed creates funding and administration challenges, as well as regulatory and structural
impediments. In recent years, some progress has been made to bridge this gap via the creation of “liquid alternatives” vehicles and
other programs. We expect that these types of investors will play an increasingly significant role in private markets fundraising in the
coming years.

Our Competitive Strengths

Since our inception in 1991, we have grown to become a leading private markets solutions provider. We believe the following

competitive strengths allow us to capitalize on industry trends and position us well for future growth:

Pioneering, industry-leading and full-service manager of customized separate accounts for private markets alternatives.

We offer a comprehensive, full-service model to our clients who are seeking a customized solution to private markets investing. We
believe we were pioneers in the private markets separate account business and understand well that private markets investors have
varying risk-return appetites and specific needs across a wide range of private markets asset classes. Therefore, a one-size-fits-all
approach is less desirable for these clients. We expect that there will be an ongoing demand by the largest institutional investors (e.g.,
sovereign investors) for made-to-order offerings with greater customization. We believe our dedicated client teams, comprehensive
full-service model and capabilities across a broad range of private markets asset classes continue to put us at the forefront of the
offerings.

We generally offer customized separate account and advisory clients a full-service, integrated approach to creating and managing

private markets investment programs. These programs are unique in many ways and require specialized expertise in almost every
aspect of their initiation, operation and assessment, and clients benefit from receiving a fully integrated service package. Our broad-
based and deep expertise in strategic planning, structuring and setting up of investment vehicles, analysis and assessment of fund
managers, portfolio construction, legal services, monitoring, reporting, benchmarking, custodial arrangements, data aggregation and
customized analytics allow us to offer what essentially amounts to a “turnkey” solution to clients wishing to build private markets
exposure in their investment portfolios. In addition, many of our customized separate account and advisory clients also invest in our
specialized funds to gain exposure outside of primary fund commitments.

Global, fully integrated and diversified private markets investment solutions. From our origins in U.S.-based buyouts and

venture capital fund investing, we have expanded our capabilities over the years to encompass a full suite of private markets
capabilities that span multiple countries, investment strategies

and types, and risk and return profiles. This expansion has reflected our clients’ developing needs to reach more broadly across the
globe and varying investment types while simultaneously focusing their relationships with asset managers on those service providers
who can help them in multiple areas. As a result, over 40% of our clients utilize multiple of our products and services. In addition, the
introduction of specialized funds tailored to specific geographies, to meet investors’ liquidity and risk requirements and to capitalize on
certain market opportunities, has enabled investors of all sizes to broaden and, in some ways, more specifically customize their private
markets portfolio. This has been an important part of our growth recently and is largely a result of our global network, influence with
investment managers and ability to respond to investors’ needs.

With approximately 44% of our fiscal year 2017 management and advisory fee revenues coming from clients based outside of the
United States, we are well-positioned to continue to take the lead in, and benefit from, the ongoing globalization of the alternative asset
management industry in general and private markets alternatives in particular. Investors are generally more willing and able to institute
and manage more complete private markets investment programs in their home countries than in foreign jurisdictions. Such investment
programs feature unusual risk and return characteristics, meaningful challenges to gathering and interpreting information, obstacles to
identifying and building relationships with underlying managers, and complex legal, tax, regulatory and currency aspects, among other
issues, all of which are more difficult to manage at a distance. With six non-U.S. offices, we have a meaningful presence around the
globe, which allows us to cover all regions that offer investable opportunities in the private markets. We serve clients and investors
from over 35 countries and have deployed capital in 88 countries across a wide range of private markets investment strategies. In
2016, we conducted over 1,500 meetings with clients or general partners. Our strong global position allows our clients to confidently
outsource to us the management of investment programs that stretch beyond their home markets.

Demonstrated investment performance track record for our clients driven by our differentiated investment philosophy
and process. Our discretionary accounts, including our specialized funds, have performed well above their benchmarks and, over the
last 10 years, have outperformed the Public Market Equivalent (“PME”) by almost 600 bps on a realized gross IRR basis. Since their
inception, our discretionary accounts have generated positive returns for our clients and have outperformed the MSCI World PME
every vintage year. We believe that our investment performance success is attributable to a number of factors. These include our
substantial, seasoned and dedicated investment teams, our standardized investment processes and procedures, and our global and pan-
industry approach to investing, all of which leverage our significant research capabilities and our proprietary databases and analytical
tools. Our teams use our leading market position, our long-standing experience in private markets investing and our vast array of
relationships worldwide to source and diligence investment opportunities from around the globe and in every applicable private
markets asset class. Our processes and procedures have been developed and refined over many years of experience in successful
private markets investing. Our commitment to industry-agnostic measures of investment risk and global access to opportunities has
allowed us to maintain a dispassionate perspective to which we credit the consistency of our investment performance. Finally, our
research capabilities, databases and tools enable us to look at the private markets investment universe with both (i) a broad
perspective that allows us to make observations and identify trends in the macroeconomic environment in general and the private
markets asset management industry in particular and (ii) a granular focus at the manager, geographic, industry and asset levels that
allows us to conduct in-depth analyses and appropriate peer comparisons of specific investment opportunities.

Leading market position poised to capitalize on a large and growing market. We have a leading market position among the

world’s largest institutional investors. Including all discretionary investments and commitments made by us, non-discretionary client
commitments into our broadly recommended

funds, and non-discretionary client commitments into funds for which we have written the client-specific report and have an existing
relationship with the general partner or the fund, we directed or significantly influenced approximately $24.7 billion in primary private
markets investments, approximately $1.2 billion in private markets co-investments and approximately $0.7 billion in secondary private
markets investments. This totals approximately $27 billion of private markets investments in 2016, which we believe is more than any
other institution or intermediary in the world. Several of our advisory clients rank among the largest private markets limited partners in
the world, and as a result of our significant AUM and AUA, we have strong access to the world’s leading fund managers across a
multitude of investment strategies. We believe we influence more primary commitments to private equity funds globally than any other
market participant. This also translates into our ability to negotiate attractive investment terms for our clients as well as unique and
proprietary deal flow, which benefits our specialized fund program. Our leading market position, large capital scale, global footprint
and customized investment solutions cater well to the strengthening of our market share in the alternative asset management sector.

Preeminent data and analytics capabilities driven by scale and information advantage. Our deep industry knowledge
allows expert navigation of an increasingly complex menu of alternative investment options. Given our long history in the market, we
believe we have developed one of the largest sets of data in the industry, reflecting nearly four decades of private markets fund
investments. This contrasts with the lack of efficient data systems and sophisticated portfolio and advisory solutions in the private
markets investment industry more broadly and provides us with a competitive advantage. Our extensive proprietary data and analytics
drive our investment selection decisions and deliver highly customized insights and services to our clients. Our dedicated research
team leverages our proprietary database to provide our clients with valuable insights by performing in-depth quantitative analysis.
Covering over 1,200 fund managers and approximately 3,300 funds, our database contains detailed information on over $3 trillion of
private markets investments and over 50,000 portfolio companies. Our ability to deploy our data advantage by providing real-time
information through our technology-driven reporting and analytics infrastructure delivers our clients a differentiated set of transparent
and highly valued data services. These services enhance our ability to retain clients and foster our client relationships, which further
supports our cross-selling efforts of tailored investment solutions.

In addition to continually expanding our own database, we develop strategic partnerships with, and opportunistically seek minority

stakes in, innovative solutions providers such as iLevel (data collection and reporting), DealCloud (investment workflow management),
Black Mountain (allocation software) and Bison Cobalt (benchmarking and diligence). In doing so, we gain access to innovative
technology for our own use and benefit from the positive reputational effects associated with the application of this technology.

Well-diversified platform and client base. We have a broad set of capabilities to serve large and sophisticated institutions and

smaller institutions alike, each having different needs in investment priorities and services. We believe that many of our clients’
programs are among the best private markets programs in the world. Our clients are well diversified by type, size and geography, with
approximately 44% of our fiscal year 2017 management and advisory fee revenues coming from clients located outside the United
States. Our revenues stem from various asset types in multiple geographic regions, with no single client representing more than 5% of
management and advisory fee revenues. For the year ended March 31, 2017, our top 10 clients generated approximately 26% of
management and advisory fee revenues, and our top 20 clients generated approximately 39% of management and advisory fee
revenues. Refer to Note 2, “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements for
further detail on our total revenues by geographic regions.

Highly attractive financial profile with strong growth trajectory. We participate in an industry that is growing. Given our
leading market position and strong reputation in investing and client service, our goal is to exceed the industry’s growth rate, driving
continued expansion of our recurring fee revenue base in customized separate accounts and specialized funds. Our earnings model
has been tested through different economic cycles. The long-lived, stable nature of our capital enhances the resiliency of our business
model and leads to highly visible and recurring revenue streams. For example, we were able to deliver revenue and operating earnings
growth throughout the 2008-2009 global financial crisis. We grew revenues from approximately $50 million for the year ended March
31, 2007 to approximately $180 million for the year ended March 31, 2017.

Seasoned management team aligned with investors and award-winning culture. We have an experienced global team of
over 90 investment professionals that is focused solely on private markets investing. Our senior management team averages over 23
years of investment experience, 13 years of tenure together at Hamilton Lane and over 19 years in the private markets industry. Our
management and employees are aligned with investors through ownership. Prior to our initial public offering (“IPO”), management
and employees owned approximately 85% of the business, and today nearly every employee owns equity in our Company. In addition,
we have committed approximately $215 million alongside our clients as of March 31, 2017. We also have an award-winning corporate
culture. We were named as a “Best Place to Work in Money Management” in 2016 by Pensions & Investments and were the only
firm in the “Alternatives Manager” category that has appeared on this list every year since the category’s inception in 2012. As of
March 31, 2017, approximately 40% of our employees were women including over 30% of employees serving in senior roles. This
strong representation of women in our workforce led the Forum of Executive Women to recognize us as a Top Global Company for
the Professional Advancement of Women.

Initial Public Offering and Reorganization

Organizational Structure

On March 6, 2017, we closed an IPO of 13,656,250 shares of our Class A common stock at a public offering price of $16.00 per

share, which includes 1,781,250 shares issued pursuant to the underwriters’ over-allotment option. The net proceeds totaled $203.2
million after deducting underwriting commissions of $15.3 million and before offering costs of approximately $5.8 million. The net
proceeds were used to purchase 11,156,250 newly issued Class A Units in our operating company, HLA, for $166.0 million, and
2,500,000 Class A units from existing HLA owners for $37.2 million.

Hamilton Lane Incorporated is a holding company with no direct operations. Our principal asset is our equity interest in HLA. We

serve as the managing member of HLA and operate and control all of its business and affairs.

In connection with the IPO, we completed a series of reorganization transactions that included the following:

•

the limited liability company agreement of HLA was amended and restated (as amended, the “HLA Operating Agreement”) to,
among other things, (i) effect a reverse split of existing membership interests; (ii) exchange all of the then-existing membership
interests of the members of HLA for Class B and Class C units, (iii) reclassify all membership interests held by us as Class A
units, and (iv) appoint us as the sole managing member of HLA;

• our certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock and

Class B common stock, (ii) set forth the voting rights of the Class A common stock and Class B common stock, and (iii) establish
a classified board of directors;

• certain HLA members exchanged their HLA units for 3,899,169 shares of Class A common stock of HLI;
• HLI issued to the Class B unitholders of HLA one share of HLI Class B common stock for each Class B unit that they owned,

in exchange for a payment of its par value; and

• HLI entered into an exchange agreement with the direct owners of HLA pursuant to which they will be entitled to exchange HLA

units for shares of our Class A common stock on a one-for-one basis.

See Note 1 to the consolidated financial statements included in Part II, Item 8 and “Related-Party Transactions” included in Part

III, Item 13 for more information about the above-mentioned transactions as well as the other transactions completed in connection
with the IPO, which we refer to collectively as the “Reorganization.”

Structure Chart

Our IPO was conducted through what is commonly referred to as an “Up-C” structure, which provides our pre-IPO owners with

the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the
public company and the existing owners when they ultimately exchange their pass-through interests for shares of Class A common
stock. The below chart summarizes our current organizational structure.

(1) The Class B Holders and Class C Holders are pre-IPO owners of our business who continue to hold their interests directly in HLA. Class B units and Class C

units may be exchanged for shares of Class A common stock pursuant to and subject to the restrictions set forth in the exchange agreement.

(2) As part of the Reorganization, the other members of HLA exchanged their ownership interests of HLA for 3,899,169 shares of Class A common stock and

hold these shares directly.

(3) We hold all of the Class A units of HLA, representing the right to receive approximately 34.4% of the distributions made by HLA. We act as the sole manager

of HLA and operate and control all of its business and affairs.

Class A and Class B Common Stock

Economic Rights

Holders of Class A common stock are entitled to full economic rights, including the right to receive dividends when and if declared
by our board of directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the
payment of dividends imposed by the terms of any outstanding preferred stock.

Holders of Class B common stock are entitled only to receive the par value of the Class B common stock upon exchange of the

corresponding Class B unit for a share of Class A common stock.

Voting Rights

Except as provided in our certificate of incorporation or by applicable law, holders of Class A common stock and Class B
common stock vote together as a single class. Our Class A common stock entitles the holder to one vote per share. Our Class B
common stock entitles the holder to ten votes per share until a Sunset becomes effective. After a Sunset becomes effective, each
share of Class B common stock will then entitle the holder to one vote.

A “Sunset” is triggered by any of the following: (i) Hartley R. Rogers, Mario L. Giannini and their respective permitted

transferees collectively cease to maintain direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A
common stock (determined assuming all outstanding Class B units and Class C units have been exchanged for Class A common
stock); (ii) Mr. Rogers, Mr. Giannini, their respective permitted transferees and employees of us and our subsidiaries cease
collectively to maintain direct or indirect beneficial ownership of an aggregate of at least 25% of the aggregate voting power of our
outstanding Class A common stock and Class B common stock; (iii) Mr. Rogers and Mr. Giannini both voluntarily terminate their
employment and all directorships with HLA and us (other than by reason of disability, incapacity or retirement, in each case as
determined in good faith by our board of directors, or death); or (iv) the occurrence of the later of March 31, 2027 or the end of the
fiscal year in which occurs the fifth anniversary of the death of the second to die of Mr. Rogers and Mr. Giannini. A Sunset triggered
under clauses (i), (ii) and (iii) during the first two fiscal quarters will generally become effective at the end of that fiscal year, and a
Sunset triggered under clauses (i), (ii) and (iii) during the third or fourth fiscal quarters will generally become effective at the end of
the following fiscal year. A Sunset pursuant to clause (iv) will become effective on the occurrence of the latest event listed in clause
(iv), unless a Sunset is also triggered under clause (i) or (ii) that would result in an earlier Sunset, in which case the earlier Sunset will
result.

If Mr. Rogers or Mr. Giannini voluntarily terminates his employment and directorships as contemplated by clause (iii) after the
death of the other, then the Sunset will become effective on the timing set out in clause (iii). Otherwise, a voluntary termination as to
only one of them will result in a Sunset becoming effective on the timing set out in clause (iv). Because a Sunset may not take place
for some time, or at all, certain of the Class B Holders will, by virtue of their voting control of us and the stockholders agreement
described below, continue to control us for the near future.

Our Class B common stockholders collectively hold approximately 93.5% of the combined voting power of our common stock. As

described in “Related-Party Transactions” in Part III, Item 13, certain of the holders of our Class B common stock who are
significant outside investors, members of management and significant employee owners have, pursuant to a stockholders agreement,
agreed to vote all of their shares in accordance with the instructions of HLA Investments, LLC, our controlling stockholder. The
parties to the stockholders agreement control over 90% of the combined voting power of our common

stock. This group is therefore able to exercise control over all matters requiring the approval of our stockholders, including the election
of our directors and the approval of significant corporate transactions.

When a Class B Holder exchanges Class B units for the corresponding number of shares of our Class A common stock or, at our
option, for cash, it will result in the redemption and cancellation of the corresponding number of shares of our Class B common stock
in exchange for a cash payment of the par value of such shares and, therefore, will decrease the aggregate voting power of our Class
B Holders.

Business Strategy

The alternative investment industry has experienced significant and consistent growth, which we expect to continue and

contribute to our future growth. Given our leading market position and strong reputation in investing and client service, our objective is
to continue to leverage the following strategic advantages to exceed the industry growth rate.

Develop innovative private markets solutions. Many of our clients engage us because of our ability to create customized

programs that meet their particular investment needs and provide access to a broad spectrum of private markets investment
opportunities. We believe that a broad range of solutions across almost every private markets asset class enables us to remain a
leader in structuring private markets investment portfolios and to continue to provide the best solutions for our existing and future
clients. We intend to continue to meet our clients’ demands for alternative investments via primary, secondary and direct/co-
investment opportunities, which provide attractive return characteristics, as well as innovative specialized fund products, while at the
same time allowing us to benefit from economies of scale. We intend to further develop our solutions offerings to meet our clients’
evolving needs and respond to changing market conditions. Continued expansion into adjacent asset classes will allow us to further
broaden our solutions capabilities, diversify our business mix and allow us to benefit from growth in private markets asset classes,
such as private debt.

Expand distribution channels. We continue to build a scalable, cost-effective global institutional sales organization, which
provides us with a strong local presence in several markets. Our sales organization comprises a 40-person team across our business
development and product groups dedicated to marketing our services and products globally. In addition, we intend to increase our
profile with influential intermediaries that advise individual and institutional clients, particularly small and medium-sized institutions and
high-net-worth families and family offices. We anticipate that new accounts sourced through these intermediaries will be an important
component of our future growth. We may also enter into strategic distribution partnerships with financial institutions in certain
geographical regions and market sectors to gain access to their captive client bases. As we continue to explore different ways to
access alternative distribution channels, we are also acting as “sub-advisor” for financial intermediaries with significant distribution
strength. In this role, we perform a range of investment services from portfolio construction to investment management, while the
distribution partner focuses on product distribution and client service. In the context of these partnerships, the distribution partner often
aims to provide its clients with products under its own brand, which we achieve by rebranding our existing offerings or by creating
customized offerings carrying the distribution partner’s name. We anticipate increasing sub-advisory opportunities as we continue to
target high-net-worth individuals and families.

Diversify and grow client base. We intend to continue to expand our relationships with existing clients and also intend to
capitalize on significant opportunities in new client segments globally, such as smaller institutions and high-net-worth investors. We
believe these investors offer an attractive

opportunity to further diversify and grow our client base because many of them only recently have begun to invest in, or increase their
allocations to, alternative investments.

Expand private markets solutions and products to defined contribution, retail and similar pools of investable assets. We

have been providing private markets investment solutions and products to defined contribution retirement plans and similar entities for
several years. We believe we are pioneers in the creation, distribution, and management of products that are designed to serve these
types of investors, such as specialized secondaries, direct/co-investments and specialty credit strategies. Many of our defined
contribution retirement plan clients are based outside of the United States, ranging across Australia, Europe, and Latin America,
among other geographies. While these clients tend to have lower private markets allocations than those of defined benefit pension
plans, their comfort with, interest in and allocations to private markets alternative investments have tended to increase over time. We
also believe that the ongoing and significant refinements in the areas of private markets data and benchmarking, fields where we
believe we play a leading role, will address some of the concerns that these investors have historically had on the perceived opacity of
private markets assets and foster sustained growth momentum in this area. Therefore, we intend to continue to develop, market and
manage investment solutions and products specifically aimed at helping these investors create appropriately structured private markets
alternatives programs.

Expand globally. During the past 15 years, we have substantially grown our global presence, both in terms of clients and

investments, by expanding our international offices as well as our client presence. We have built a significant presence to serve clients
in Europe, Latin America, the Middle East, Asia and Australia, and we operate globally in London, Hong Kong, Rio de Janeiro, Seoul,
Sydney, Tel Aviv and Tokyo. In each of these places, we serve major institutional clients, and we review and commit capital to
established local private markets funds on behalf of our clients. Our aim is to continue expanding our global presence through further
direct investment in personnel, development of client relationships and increased investments with, and direct and co-investments
alongside, established private markets fund managers.

We believe that many institutional investors outside the United States are currently underinvested in private markets asset classes

and that capturing capital inflows into private capital investing from non-U.S. global markets represents a significant growth
opportunity for us. We think that investors from developing regions will increasingly seek branded multi-capability alternative
investment managers with which to invest. We believe that geographically and economically diverse non-U.S. investors will require a
highly bespoke approach and will demand high levels of transparency, governance and reporting. We have seen this pattern
developing in many places, including Europe, the Middle East, Latin America, Australasia, Japan, South Korea, Southeast Asia and
China, and have positioned ourselves to take advantage of it by establishing local presences with global investment capabilities.

In this context, today’s largest alternative fund managers are expected to continue their growth trajectory and diversification,
establishing presences in an increasing number of high-growth geographies. We intend to continue building relationships with fund
managers around the world and to position ourselves to participate in the growth of the global private markets. We believe we are
uniquely capable of pursuing the opportunities arising from increased allocations among institutional investors and the rapid wealth
creation globally among high-net-worth individuals because of our strong brand recognition, multi-office resources, experienced team
of investment professionals and comprehensive suite of products and services.

Leverage proprietary databases and analytics to enhance our existing service offerings and develop new products and

services. When compared to more liquid investment areas, the private markets industry

is characterized by the limited availability and inconsistency of quality information. We believe that the general trend toward
transparency and consistency in private markets reporting will create new opportunities for us. We intend to use the advantages
afforded to us by our proprietary databases, analytical tools and deep industry knowledge to drive our performance, provide our clients
with customized solutions across private markets asset classes, develop new and unique products, including those targeting investors
(such as retail and high-net-worth investors) that require more timely and standardized information or prefer investments with
different liquidity and duration characteristics, and develop new service offerings and revenue generating opportunities, especially in
the monitoring, reporting and benchmarking arenas. We expect that our data and analytical capabilities will play an important role in
continuing to differentiate our products and services from those of our competitors.

Investment Types

We provide our clients access to private markets investment opportunities diversified across financing stages, geographic regions

and industries through the three investment types described below.

•

Primary Investments. Primary investments are investments in private markets funds at the time the funds are initially
launched. We apply the same rigorous analytical process to all primary investment opportunities for advisory accounts,
customized separate accounts and specialized funds. In most cases, fund managers seeking institutional capital actively
market their funds to us due to our broad client base and market position. We regularly review and discuss investment
opportunities with customized separate account clients, certain of which have discretion over final investment decisions.
Advisory clients often request that we review funds that are marketed directly to the clients or with which the clients have an
existing relationship. For advisory clients, we may issue a report recommending in favor of or against an investment in each
fund that we review.

At the time we commit capital to a fund on behalf of our specialized funds or customized separate accounts, investments

the fund will make are generally not known and investors typically have very little or no ability to influence the investments
that are made during the fund’s investment period. Accordingly, an accurate assessment of the manager’s capabilities is
essential for investment success. Primary funds usually have a contractual duration of between 10 and 15 years, with the
capital deployed over a period of typically four to six years. For advisory and customized separate account clients, our
investment recommendations and decisions are designed to achieve specific portfolio construction and return objectives
mutually developed by us and the clients. In most cases, these objectives include a diversified portfolio, built over a period of
at least several years, focused on specific markets (for example, the United States, Europe, Asia or “rest of world”), and
include some or all of the major private markets asset classes, such as private equity, private credit, real estate, infrastructure,
natural resources, growth equity and venture capital. Portfolios constructed in this manner tend naturally to avoid
concentrations in particular industries or small geographic regions. Subject to specific client investment guidelines, we rarely
invest in “first time” funds unless the management team has previously worked successfully together and built a credible and
impressive track record.

Secondary Investments. Secondary investments are investments in private markets funds through secondary market
purchases of existing fund interests from existing limited partners in those funds. The private secondary market is a non-
regulated private market in which buyers and sellers directly negotiate the terms of transactions. The secondary market has
grown dramatically in the last 20 years and today provides a reliable liquidity option for owners of private markets interests as
well as attractive buying opportunities for secondary investors. Institutional investors utilize

the secondary market for strategic portfolio rebalancing, rationalizing overlapping positions resulting from mergers and
acquisitions or providing liquidity when facing cash constraints.

Our secondary approach is differentiated from traditional secondary market players as a result of our large primary
fund business. We are able to leverage our strong and deep relationships with private markets fund managers to identify
potential secondary opportunities. Through these relationships, we have greater access to information, which enables us to
act quickly when evaluating a potential secondary opportunity. In addition, our reputation as a longstanding, value-added
limited partner with significant access to primary capital makes us an attractive buyer from the fund manager’s perspective.
Further, because we have capital available from our specialized funds and customized separate accounts, we have flexibility
to invest in secondary transactions of various sizes on behalf of our clients. For these reasons, we are often able to consider
transactions from fund managers on a proprietary basis as a preferred buyer. We also generate deal flow from brokers and
co-investors. We are often approached as a potential secondary investor because fund managers are likely to approve a sale
to us and because of our intimate knowledge of the private markets fund manager community. In addition, we generate deal
flow through regular attendance at annual fund meetings and industry conferences, as well as a proactive program of
contacting fund investors that we believe might wish to sell their interests.

Secondary transactions typically fall within the following categories:

◦

Single Funds: These transactions are often too small for the larger secondary funds and brokers and can be
accessed through proprietary or less competitive sourcing methods. The relatively modest size of our secondary
funds, market knowledge and relationships with general partners make us an ideal buyer in these transactions.

Subset Portfolios: In these transactions, we typically target a multi-fund portfolio with limited information and/
or transfer restrictions. By creating subset portfolios around restricted funds, we are able to serve as a solutions
provider to investors and brokers while accessing transactions with favorable competitive dynamics.

Structured/Direct Transactions: These transactions typically involve the direct purchase of companies
alongside an existing or new manager, including fund manager spin-outs and fund manager restructurings. We
are an attractive partner to managers seeking to build relationships with potential future primary investors.

•

Direct/co-investments. Direct/co-investments are direct investments alongside private markets funds in underlying portfolio
companies. Our direct/co-investment strategy starts with actively soliciting the managers of private markets funds in which
we have made investments to offer our specialized funds and customized separate accounts all direct/co-investment
opportunities that may arise from their investment operations. While we utilize our current relationships to generate deal flow,
we also actively develop relationships with less familiar private markets fund managers to source significant deal flow. In fact,
approximately 60% of our direct/co-investment deal flow over the last 10 years came from general partners that we did not
broadly recommend. The value proposition for general partners to offer co-investments to us falls into three primary
categories: (1) we can be a source of additional capital for deals that may otherwise be too large for general partners seeking
targeted diversification; (2) a co-investment can present an opportunity for a general partner to further develop their
relationship with us, one of the largest providers of capital to the private markets; and (3) we believe we are increasingly
viewed as a strategic investor in some manner (e.g., geographic assistance, industry knowledge and brand reputation). In
addition to private markets fund managers, relationships are developed with other sources of deal flow,

including limited partners, brokers, service providers, placement agents and other professional contacts. Our originations
process is designed to generate significant deal flow, while capitalizing on our various data management tools and research to
select only the most attractive opportunities. We often utilize capital available from our specialized funds and customized
separate accounts to fund attractive direct/co-investment opportunities.

The investment team analyzes and considers each deal to select those opportunities that best suit the direct/co-
investment funds’ investment objectives and create an appropriate diversity of investment type, industry, geography and
manager. We generally make direct/co-investments on a parallel basis with the private markets funds and managers leading
the investments, by purchasing similar securities on similar terms with exit provisions that allow the direct/co-investment
funds through which we invest to realize their investments at the same time and on a pro rata basis.

•

Strategic Opportunities funds: Our Strategic Opportunities funds are short duration, private markets funds that seek to
create a portfolio of opportunistically oriented, private markets investments that generate attractive risk-adjusted returns
through a flexible and diversified investment strategy. The funds seek to invest across the entire capital structure and
primarily utilize credit direct/co-investments, as well as tail-end secondary investments, to create a portfolio biased toward
shorter-duration exposures and downside protection, including a current yield component. The Strategic Opportunities funds
also may seek to layer into the portfolio construction opportunistic investments, including unique equity positions and
investments in areas of market dislocation. These funds leverage our existing platform to generate additional attractive deal
flow.

Investment Process and Monitoring

We believe that our investment performance success is attributable to a number of factors, including our seasoned, dedicated

investment teams and our methodical approach to investing, which leverages our significant research capabilities and database.
Likewise, our strong access to a large number of attractive private markets investment opportunities combined with a rigorous due
diligence process allows for a highly selective investment approach.

We intend to engage in active portfolio management by building concentrated portfolios that are well-positioned to generate cash
yield within the early years of the specialized fund’s or customized separate account’s life, reaching target allocation in a shorter time
period and reducing risk exposure. We seek to identify top-tier sponsors and investment opportunities and develop a prudently
diversified portfolio focused on attractive risk-adjusted returns across various strategies, geographies and investment and security
types.

Our investment team includes over 90 investment professionals and is divided into five dedicated teams for primary investments,

secondary investments, direct/co-investments, real assets and research. Our primary fund investment committee comprises 11
individuals. Secondary, direct/co-investment and real assets have their own discrete investment committees, although there is
significant overlap among committee members. Across the firm, there are 17 individuals who are members of at least one of our
investment committees.

Our investment process has six key steps: investment origination; preliminary screening; due diligence evaluation; financial
analysis; investment evaluation and decision-making; and negotiation, documentation and closing. Each step is described below:

•

Investment Origination. Fund managers raising new funds and seeking institutional investors typically market their funds
directly to us. For secondary investments and direct/co-investments, we aggressively pursue attractive opportunities through
our network of fund manager relationships, consultants and, to a lesser extent, third-party distributors.

Preliminary Screening. For primary fund investment opportunities, including real estate, the screening process consists of a
formal review of any private placement memorandum that we receive from a prospective fund manager. A screening memo
is prepared by the fund investment team and the investment committee makes a decision whether to proceed to due diligence
or decline the investment opportunity. For secondary and direct/co-investment opportunities, each investment is evaluated by
the respective investment teams and the most attractive opportunities are reviewed in a formal screening process by the
investment committee.

Due Diligence Evaluation. For primary fund investments that proceed past the initial screening process, we meet in person
with the fund manager. A meeting memo prepared by the investment team based on the meeting is presented to the
investment committee for a formal vote. If we elect to move forward, we issue a detailed questionnaire to the fund manager.
We subsequently conduct a site visit at the fund manager’s office. Lastly, we prepare a final investment report, which
provides details on the manager’s performance, merits and issues, as well as in-depth analysis of the portfolio.

Among the direct/co-investment opportunities we review, only the most attractive move to more intensive due diligence.

The initial due diligence may include meeting and interviewing management and company personnel, multiple meetings and
discussions with the lead sponsor, review of materials and reports developed by the private markets fund manager and external
consultants to evaluate the investment and engaging additional advisors when appropriate. In addition, we conduct industry and
competitive analyses and a risk analysis on the opportunity.

Financial Analysis. All investment opportunities that pass the initial due diligence review undergo a quantitative, rigorous
financial and valuation review. For primary investments, financial analysis includes a thorough review of the fund manager’s
historical track record, in which we seek to identify the drivers of return.

Our secondary investment analysis involves both a bottom-up and a top-down analysis of each potential investment. The

bottom-up analysis calculates individual values for each underlying portfolio company within the fund. The top-down
analysis focuses on assessment of the markets, both public and private, as well as a rigorous review of the fund manager.
This review includes historical returns, average holding periods, investment style and risk profile. These two separate
analyses are then combined and weighted in order to calculate an offering price for the portfolio.

For direct/co-investments, the company financial projections are studied, as well as the prospective capital structure and

credit risk, and sensitivity analyses of the direct/co-investment’s projected returns.

Investment Evaluation and Decision-Making. Throughout the due diligence process, the investment team meets
periodically with members of the investment committee in an iterative, dynamic “give and take” process leading to the
investment decision stage.

For primary investments, the investment committee votes on each opportunity three times before it is formally
approved: (i) at the screening stage; (ii) after the initial meeting; and (iii) when the final due diligence report is completed.
At each stage, the investment team prepares a memorandum to the committee summarizing the diligence efforts to that
point. The investment is

then discussed formally by the investment team and the investment committee members to determine if it is attractive enough
to move forward or, in the last stage, make an investment.

For secondary investments and direct/co-investments, the investment committee processes are more iterative.
Opportunities are reviewed in investment committee meetings, and the discussion among the investment teams and the
committee guides the diligence process. As the diligence process progresses, the investment committee makes the decision of
whether to continue working on the transaction or to decline. At the final decision stage, a formal vote is required from the
investment committee to make an investment.

•

Negotiation, Documentation and Closing. Upon recommendation of an investment, we attend to all aspects of the
negotiation, documentation and closing processes. Our in-house legal team is mobilized to review the transaction documents,
including, in the case of direct/co-investments, the governing documents of the direct/co-investment vehicle and stockholders
or comparable agreement setting forth the rights of the direct/co-investors. Throughout the documentation and closing
process, the investment team and the legal team work closely together to maximize economic terms and legal rights and
protections for our clients and our specialized funds.

Investment Performance

The following tables present information relating to the historical performance of our discretionary investment accounts. The data

for these investments is presented from the date indicated through December 31, 2016 and have not been adjusted to reflect
acquisitions or disposals of investments subsequent to that date.

When considering the data presented below, you should note that the historical results of our discretionary investments are not
indicative of the future results you should expect from such investments, from any future investment funds we may raise or from an
investment in our Class A common stock, in part because:

•

•
•

•

market conditions and investment opportunities during previous periods may have been significantly more favorable for
generating positive performance than those we may experience in the future;
the performance of our funds is generally calculated on the basis of NAV of the funds’ investments, including unrealized
gains, which may never be realized;
our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend
increasingly on the performance of our newer funds or funds not yet formed;
our newly established funds may generate lower returns during the period that they take to deploy their capital;
in recent years, there has been increased competition for investment opportunities resulting from the increased amount of
capital invested in private markets alternatives and high liquidity in debt markets, and the increased competition for
investments may reduce our returns in the future; and
the performance of particular funds also will be affected by risks of the industries and businesses in which they invest.

The historical and potential future returns of the investment funds we manage are not directly linked to returns on our Class A

common stock. Therefore, you should not conclude that continued positive performance of the investment funds we manage will
necessarily result in positive returns on an investment in our Class A common stock. As used in this discussion, IRR is calculated on a
pooled basis using daily cash flows. Gross IRR is presented net of management fees, carried interest and expenses

charged by the general partners of the underlying investments, but does not include our management fees, carried interest or
expenses. See “-Performance Methodology” below for more information on how our returns are calculated.

Historical Returns of Discretionary Investments

Our discretionary accounts across investment strategies have performed well above their benchmarks. On a gross, realized 10-
year time-weighted rate of return basis, our discretionary accounts have outperformed the MSCI World PME by almost 600 bps. The
10-year timeframe is the standard window over which we look at time-weighted returns. Since their inception, our discretionary
accounts have generated positive returns for our clients and have outperformed the MSCI World PME every vintage year. This
outperformance has led to significant value creation for investors in our discretionary accounts.

We believe that our investment performance success is attributable to a number of factors, including our seasoned, dedicated
investment teams and our methodical but industry-agnostic approach to investing, which leverages our significant research capabilities
and database. Likewise, our strong access to a large number of attractive private markets investment opportunities combined with a
rigorous due diligence process allows for a highly selective investment approach.

Specialized Fund Performance

We organize, invest and manage primary, secondary and direct/co-investment funds. Our funds invest across a variety of private

markets and include equity, equity-linked and credit funds offered on standard terms, as well as shorter duration, opportunistically
oriented funds. Below is performance information across our various specialized funds. All of these funds are globally focused, and
they are grouped by the investment strategy utilized.

Gross Returns - Realized

Vintage
year

Fund size ($M)

Realized
Capital
invested ($M)

Realized
Gross
multiple

Realized
Gross
IRR (%)

Realized Gross
Spread vs.
S&P 500 PME

Realized Gross
Spread vs.
MSCI World PME

Fund

Primaries (Diversified)

PEF I

PEF IV

PEF V

PEF VI

PEF VII

PEF VIII

PEF IX

Secondaries

Pre-Fund

Secondary Fund I

Secondary Fund II

Secondary Fund III

Secondary Fund IV

Co-investments

Pre-Fund

Co-Investment Fund

Co-Investment Fund II

Co-Investment Fund III

Strategic Opportunities (Tail-end secondaries and credit)

Strat Opps 2015

Strat Opps 2016

2015

2016

1998

2000

2003

2007

2010

2012

2015

2005

2008

2012

2016

2005

2008

2014

122

250

135

494

262

427

462

360

591

909

1,074

604

1,195

1,243

7 1

214

1.3

1.7

1.8

1.6

1.2

1.5

1.4

1.6

1.8

1.9

1.5

2.4

5.0

1.5

1.1

117

238

113

382

5 2

363

247

484

145

239

342

562

1 5

5.4%

16.2%

17.1%

14.2%

23.8%

14.0%

17.2%

8.8%

23.7%

39.9%

21.7%

6.5%

23.2%

136.0%

44.8%

42.9%

378 bps

1,302 bps

1,176 bps

370 bps

798 bps

587 bps

1,326 bps

470 bps

869 bps

2,475 bps

1,716 bps

74 bps

1,146 bps

12,860 bps

4,060 bps

3,757 bps

271 bps

1,117 bps

1,219 bps

670 bps

1,203 bps

1,144 bps

1,135 bps

623 bps

1,227 bps

2,925 bps

1,610 bps

258 bps

1,475 bps

13,393 bps

4,438 bps

4,088 bps

Gross Returns - Realized and Unrealized

Fund

Primaries (Diversified)

PEF I

PEF IV

PEF V

PEF VI

PEF VII

PEF VIII

PEF IX

Secondaries

Pre-Fund

Secondary Fund I

Secondary Fund II

Secondary Fund III

Secondary Fund IV

Co-investments

Pre-Fund

Co-Investment Fund

Co-Investment Fund II

Co-Investment Fund III

Vintage
year

Fund size
($M)

Capital
invested
($M)

Gross
multiple

Net Multiple

Gross IRR
(%)

Net
IRR (%)

Gross Spread
vs.
S&P 500 PME

Net Spread vs.
S&P 500 PME

Gross Spread
vs. MSCI
World PME

Net Spread vs.
MSCI World
PME

1998

2000

2003

2007

2010

2012

2015

2005

2008

2012

2016

2005

2008

2014

122

250

135

494

262

427

462

360

591

909

1,074

604

1,195

1,243

5.4%

16.2%

14.7%

12.4%

14.3%

10.0%

16.1%

17.2%

5.8%

20.9%

21.5%

34.8%

21.4%

1.7%

20.4%

22.7%

18.1%

19.2%

2.5%

11.2%

10.1%

9.7%

5.3%

378 bps

1,302 bps

901 bps

183 bps

90 bps

27 bps

76 bps

828 bps

421 bps

(53) bps

(375) bps

(480) bps

12.7%

376 bps

(172) bps

271 bps

(31) bps

1,117 bps

961 bps

485 bps

504 bps

448 bps

762 bps

654 bps

474 bps

245 bps

29 bps

(73) bps

168 bps

N/A

4.4%

15.0%

17.6%

1,326 bps

N/A

1,135 bps

N/A

168 bps

566 bps

990 bps

(2) bps

(32) bps

562 bps

354 bps

931 bps

176 bps

321 bps

1,437 bps

1,018 bps

>100%

2,064 bps

8,463 bps

2,318 bps

8,909 bps

N/A

0.3%

16.3%

15.8%

14.1%

20.3%

1,655 bps

N/A

1,559 bps

N/A

(421) bps

(590) bps

(213) bps

(387) bps

854 bps

1,316 bps

436 bps

662 bps

1,209 bps

786 bps

1,764 bps

1,063 bps

803 bps

295 bps

392 bps

294 bps

1,164 bps

786 bps

764 bps

759 bps

117

238

132

503

260

254

159

363

353

569

759

287

244

577

1,129

805

6 7

142

1.3

1.7

1.6

1.4

1.1

1.5

1.3

1.6

1.3

1.1

1.9

1.1

2.0

1.2

1.1

1.2

1.5

1.6

1.3

1.1

N/A

1.2

1.5

1.3

1.4

N/A

1.0

1.8

1.1

1.2

1.1

Strategic Opportunities (Tail-end secondaries and credit)

Strat Opps 2015

Strat Opps 2016

2015

2016

7 1

214

Overall Discretionary Track Record

Our discretionary track record includes all specialized funds (except as noted below) and customized separate accounts managed

by Hamilton Lane for which Hamilton Lane retains a level of discretion for the investment decisions, as of December 31, 2016. The
results described in this Form 10-K include all secondary fund investments (except as noted below), as well as primary fund
investments where a specialized fund or multiple customized separate accounts participated in an investment. Our discretionary track
record does not include co-investments or investments made on behalf of two accounts that we no longer manage. As of December
31, 2016, the chart below represents investments of $37.3 billion. In total, we had $46.4 billion in investments for all discretionary
accounts since 2000, of which $41.6 billion represents primary and secondary commitments and $4.8 billion represents co-
investments.

The index presented for comparison in the above chart is the MSCI World, calculated on a PME basis. The PME calculation

methodology assumes that capital is being invested in, or withdrawn from, the index on the days the capital was called by, or
distributed from, the underlying fund managers, as applicable.

As shown above, our discretionary accounts across investment strategies have performed well above their benchmarks and, on a

gross, realized 10-year time-weighted rate of return basis, have outperformed the PME by almost 600 bps. In general, younger
vintages in the private markets experience the so-called “J-Curve.” The J-Curve is an industry term that derives from the graphical
pattern exhibited by some key metrics used to gauge the performance of private markets investments. Specifically, the J-Curve
commonly refers to attributes such as negative cash flows in the initial years after commitments are made (to fund investments as
they are identified) and valuations held at, or near, cost during the initial periods following the investment.

Our positive IRR performance in our younger vintages is a reflection of our investment strategies, which intentionally attempt to

mitigate the J-Curve often prevalent in private markets portfolios. Our clients often see our ability to mitigate the J-Curve as an
attractive aspect of our offering.

Performance Methodology

The indices presented for comparison are the S&P 500 and the MSCI World, calculated on a PME basis. We believe these
indices are commonly used by private markets investors to evaluate performance. The PME calculation methodology allows private
markets investment performance to be evaluated against a public index and assumes that capital is being invested in, or withdrawn
from, the index on the days the capital was called and distributed from the underlying fund managers. The S&P 500 Index is a total
return capitalization-weighted index that measures the performance of 500 U.S. large cap stocks. The MSCI World Index is a free
float-adjusted market capitalization-weighted index of over 1,600 world stocks that is designed to measure the equity market
performance of developed markets.

Our IRR represents the pooled IRR for all discretionary track record investments within the relevant vintage year for the period

from inception to December 31, 2016. The returns are net of management fees, carried interest and expenses charged by the
underlying fund managers, but do not include our management fees, carried interest or expenses. Our IRR would decrease with the
inclusion of our management fees, carried interest and expenses. We have calculated and presented these returns on a pooled basis
using daily cash flows, where vintage years with larger amounts committed to investment have a proportionately larger impact on
returns. Performance results for the most recent vintage years are considered less meaningful due to the short measurement period,
the incurrence of fees and expenses and the absence of significant distributions, or the “J-Curve.” Horizon returns are calculated on a
point-to-point basis over the specified time periods. The contributions, distributions and remaining asset values at the beginning and
ending dates of the horizon periods are used in calculating these returns.

The “Realized IRR” represents the pooled IRR for those discretionary track record investments that we consider realized for
purposes of our discretionary track record, which are investments where the underlying investment fund has been fully liquidated, has
generated a distributions to paid-in capital ratio (“DPI”) greater than or equal to 1.0 or is older than six years and has a residual value
to paid-in capital ratio (“RVPI”) less than or equal to 0.2. Hamilton Lane Secondary Realized includes investments that have been
fully liquidated, have a DPI greater than or equal to 1.0 or a RVPI less than or equal to 0.2. Hamilton Lane Realized Co-Investment
and Hamilton Lane Realized Strategic Opportunities include investments that have been fully liquidated or have a DPI greater than or
equal to 1.0. “Unrealized” includes all investments that do not meet the aforementioned criteria. DPI represents total distributions
divided by total invested capital. RVPI represents the remaining market value divided by total invested capital. “Capital Invested”
refers to the total amount of all investments made by a fund, including commitment-reducing and non-commitment-reducing capital
calls. These realized investments represent $10.6 billion of the $37.3 billion of total commitments included in the overall discretionary
track record. “Multiple” represents total distributions from underlying investments to the fund plus the fund’s market value divided by
total contributed capital. “Gross Multiple” is presented net of management fees, carried interest and expenses charged by the fund
managers of the underlying investments.

The “Total IRR” represents the pooled IRR for all discretionary track record investments and is measured for the 5-, 7- and 10-

year periods ending December 31, 2016.

The “Pre-Fund Gross IRR” represents the IRR of all Pre-Fund investments, assuming that the commitment amount for each
investment was equal. The Gross IRR is calculated on a pooled basis from the inception of the first Pre-Fund investment through
December 31, 2016 and is presented gross of fees and expenses, since net pre-fund performance cannot be calculated because Pre-
Fund investments were made in different vehicles that have different fee structures. Pre-Fund investments are investments we made
opportunistically on behalf of specialized funds or customized separate accounts before we established specialized funds dedicated
specifically to secondary investments or direct/co-investments.

Specialized fund and pre-fund performance does not include ten funds-of-funds that have investor-specific investment guidelines.

As of June 7, 2017, the date this track record was generated, approximately 98% of December 31, 2016 fund-reported market
valuations had been received from fund managers. For all other funds represented in this track record, we use the “Adjusted Market
Value” methodology, which reflects the most recent reported market value from the fund managers adjusted for interim net cash
flows through December 31, 2016. This performance is subject to change as additional December 31, 2016 reported market values
are received from the fund managers. A fund’s market value contains unrealized investments. Valuations of unrealized investments
are based on valuations by the underlying managers. The actual realized returns on unrealized investments will depend on factors
other than the original cost, such as the value of the assets and market conditions at the time of disposition, any related transaction
costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations contained herein are
based. Accordingly, the actual realized returns on these unrealized investments may differ materially from the assumed returns
indicated herein.

Certain of our specialized funds utilize revolving credit facilities, which provide capital that is available to fund investments or pay

partnership expenses and management fees. Borrowings may be paid down from time to time with investor capital contributions or
distributions from investments. The use of a credit facility affects the fund’s return and magnifies the performance on the upside or on
the downside.

Assets Under Management and Advisement

As of March 31, 2017, we had total AUA and AUM of approximately $342 billion, of which $42 billion represents AUM from our

customized separate accounts and specialized funds, and $300 billion represents AUA managed on behalf of our advisory accounts.
Our AUM and AUA have distinctive terms and fee arrangements, and therefore are presented separately in this section.

AUM

Our AUM comprises primarily the assets associated with our customized separate accounts and specialized funds. We classify

assets as AUM if we have full discretion over the investment decisions in an account. We calculate our AUM as the sum of:

(1)

(2)

(3)

the NAV of our clients’ and funds’ underlying investments;

the unfunded commitments to our clients’ and funds’ underlying investments; and

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

Management fee revenue is based on a variety of factors and is not linearly correlated with AUM. However, we believe AUM is

a useful metric for assessing the relative size and scope of our asset management business.

Our AUM has grown from approximately $26 billion as of March 31, 2013 to approximately $42 billion as of March 31, 2017,

representing a CAGR of 13%. The following chart summarizes this growth.

AUA

Our AUA comprise assets from clients for which we do not have full discretion to make investments in their account. We
generally earn revenue on a fixed fee basis on our AUA client accounts for services including asset allocation, strategic planning,
development of investment policies and guidelines, screening and recommending investments, legal negotiations, monitoring and
reporting on investments and investment manager review and due diligence. Advisory fees vary by client based on the amount of
annual commitments, services provided and other factors. Since we earn annual fixed fees from the majority of our AUA clients, the
growth in AUA from existing accounts does not have a material impact on our revenues. However, we view AUA growth as a
meaningful benefit in terms of the amount of data we are able to collect and the degree of influence we have with fund managers.

Assets related to our advisory accounts have increased from approximately $133 billion as of March 31, 2013, to approximately
$300 billion as of March 31, 2017, representing a CAGR of 23%. Our AUA clients are predominately large institutional investors with
48% of AUA related to public pension funds and 43% related to sovereign wealth funds. Our AUA is diversified across geographies
with 50% derived from clients based outside of the United States.

The following chart summarizes the growth of our AUA since fiscal year 2013.

Diversification of Assets

Given our goal of achieving strong investment returns and portfolio diversification for clients, investments are made across
multiple private markets sub-asset classes, including corporate finance/buyout, growth equity, venture capital, mezzanine, distressed
debt and other special situation funds (e.g., industry-focused funds and multi-stage funds). Because we have a considerable volume of
investment opportunities globally, we selectively invest not only across sub-asset classes, but also across all major geographic regions,
including North America, Europe, Asia, Australasia, Latin America, the Middle East and Africa.

Fee-Earning Assets Under Management

We view fee-earning AUM as a metric to measure the assets from which we earn management fees. Our fee-earning AUM
comprise assets in our customized separate accounts and specialized funds from which we derive management fees. We classify
customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the majority of
our discretionary AUM accounts but also includes certain non-discretionary AUA accounts. Our fee-earning AUM is equal to the
amount of capital commitments, net invested capital and NAV of our customized separate accounts and specialized funds depending
on the fee terms. Substantially all of our customized separate accounts and specialized funds earn fees based on commitments or net
invested capital, which are not affected by market appreciation or depreciation. Therefore, revenues and fee-earning AUM are not
significantly affected by changes in market value.

Our calculations of fee-earning AUM may differ from the calculations of other asset managers, and as a result, this measure may

not be comparable to similar measures presented by other asset managers. Our

definition of fee-earning AUM is not based on any definition that is set forth in the agreements governing the customized separate
accounts or specialized funds that we manage.

As of March 31, 2017, our fee-earning AUM was $27 billion compared to $42 billion in AUM. The difference is due primarily to

$13 billion of discretionary AUM earning a flat fee or fee on number of funds for which we categorize revenue as advisory and
reporting. This was partially offset by $1 billion of fee-earning AUM from customized separate accounts clients with non-
discretionary AUA. The remaining $3 billion is non fee-earning AUM.

The following chart summarizes the growth of our fee-earning AUM since fiscal year 2013.

Our Clients

Our client base primarily comprises institutional investors that range from those seeking to make an initial investment in alternative

assets to some of the largest and most sophisticated private markets investors. As a highly customized, flexible outsourcing partner,
we are equipped to provide investment services to institutional clients of all sizes and with different needs, internal resources and
investment objectives. Our clients include prominent institutional investors in the United States, Europe, the Middle East, Asia,
Australia and Latin America. We believe we are a leading provider of private markets solutions for U.S. labor union pension plans,
and we serve numerous smaller public and corporate pension plans, sovereign wealth funds, financial institutions and insurance
companies, endowments and foundations, as well as family offices and selected high-net-worth individuals.

As of March 31, 2017, our client and investor base included over 350 institutions and intermediaries and is broadly diversified by

type, size and geography. Our intermediary clients enable us to provide our investment products to an expanded range of high-net-
worth individuals and families. We have a diversified revenue stream from a variety of client types in multiple geographic regions, with
no single client representing more than 5% of management and advisory fee revenues. Approximately 44% of our

fiscal year 2017 management and advisory fee revenues came from clients based outside of the United States. A significant portion of
our revenue base is recurring and, based on the long-term nature of our funds as well as long-term relationships with many of our
clients, provides highly predictable cash flows. For the year ended March 31, 2017, our top 10 clients generated approximately 26% of
management and advisory fee revenues, and our top 20 clients generated approximately 39% of management and advisory fee
revenues.

Sales and Marketing

Our business development group consists of approximately 20 employees around the world, including in the United States, United

Kingdom, Hong Kong, Japan, South Korea, Brazil, Israel and Australia. We intend to grow our global sales force as we seek to
continue to build our client base and pursue growth opportunities in less developed private equity markets such as Asia and Australia.
See “-Business Strategy.” The execution of our marketing strategy relies primarily on our own business development group, which
historically has generated the substantial majority of our new client engagements. To enhance our access to markets where we do not
currently have a local presence or that are dominated by captive client relationship models, we selectively engage highly respected
third-party organizations to market our products and services. For example, we use third-party distributors in Asia and Latin America
(other than Brazil).

Our business development group is responsible for identifying and contacting prospective clients for our products and services.
Our sales people also work directly with consultants that advise smaller and medium-size institutional investors, which often rely on
the consultants for advice in the alternative investment area. Following the initial round of meetings and presentations, prospective
advisory and customized separate account clients and specialized fund investors that wish to learn more about us often visit our
offices with a team to conduct in-depth due diligence of our firm. Our business development people lead this process, coordinate
meetings, and continue to be the prospective client’s principal contact with us through the decision-making process.

Client Service

Our client service group includes approximately 80 employees located in the United States, United Kingdom, Japan, Hong Kong,

Brazil, Israel and South Korea. At the beginning of the engagement for each advisory account and customized separate account, a
member of the relationship management group is assigned as the principal contact person with that client. The relationship managers
take primary responsibility for working with the clients to design their strategic plans and to implement those plans in accordance with
investment guidelines agreed to by us and the clients. The relationship managers work directly with our allocation committee to ensure
that all investment opportunities that are appropriate for their clients are considered. The relationship managers communicate and
meet regularly with their clients to discuss potential investments that we are currently considering, funds expected to be raised in the
next 12 months, the current status of the clients’ portfolios, investment strategies and overall market conditions.

Within the client service group, our portfolio management services group is dedicated to tracking and reporting on primary
investments, secondary investments and direct/co-investments that we manage for our clients. This group also uses the services of
third-party administrators and analysts, particularly with respect to specialized funds. We maintain a disciplined investment monitoring
process designed to adapt portfolio allocation to enhance returns in our advisory and customized separate account portfolios, as well
as in our specialized funds. Once a primary or secondary investment is closed, we have frequent conversations with private markets
fund managers, hold periodic in-person meetings and attend annual

meetings and advisory board meetings. This process generally is led by members of the investment team but also includes members of
the relationship management team as well as other members of the senior management team. We have more than 350 active advisory
board seats on behalf of our clients and participate on numerous valuation committees.

Our team of professionals closely follows the activities and investments in clients’ portfolios. The team measures adherence to the

stated strategies and limited partnership agreement terms. The team is in regular contact with fund managers, which allows for early
detection of potential issues and timely development of constructive recommendations.

We actively track and report on each investment and on overall portfolios. We provide clients with comprehensive and customized
quarterly and annual reports. iLevel, our online, interactive client reporting platform, affords clients always available, secure, Internet-
based access to their portfolios. Clients can download timely information on cash flows, adjusted valuations, adjusted capital account
schedules, underlying portfolio company information and other data provided by private markets fund managers or developed
internally by our in-house reporting team.

Fees and Other Key Contractual Terms

Customized Separate Accounts

We enter into written contracts with each of our customized separate account clients. Within agreed-upon investment guidelines,

we generally have full discretion to buy, sell or otherwise effect investment transactions involving the assets in the account, in the
name and on behalf of the client, although in some cases certain clients have the right to veto investments. Our discretion generally
includes decisions related to, among other matters: voting securities; entering into and terminating contracts; commencing, settling or
discontinuing claims or actions; exercising options, conversion or subscription rights; whether to join, dissent from or oppose the
reorganization, recapitalization, liquidation, merger, sale, mortgage, pledge or lease of any securities or other property constituting a
part of the committed capital; depositing the committed capital with any protective, reorganization or similar committee and paying
expenses of such committees and assessments on deposits with them; entering into brokerage accounts in the name of the client; and
generally taking or refraining from taking any other action related to the investment or reinvestment of the committed capital. The
discretion to invest committed capital generally is subject to investment guidelines established by our clients or by us in conjunction
with our clients.

Fees. While the specific terms of our contracts vary significantly from client to client, generally our customized separate account

clients are charged asset-based fees annually on committed or net invested capital. These fees often decrease over the life of the
contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to
clients. For some customized separate accounts, we charge clients annual fixed fees, and, in certain cases, we earn an incentive fee
based on realized gains, particularly when the investment strategies include secondary investments and direct/co-investments. In
certain cases, we provide advisory services and therefore we also receive fees for services such as monitoring and reporting on a
client’s existing private markets investments. In addition, we may provide for investments in our specialized funds as part of our
customized separate accounts, and therefore we also receive incentive fees based on realized gains of investments in our specialized
funds under their terms. We reduce the management fees on customized separate accounts to the extent that assets in the accounts
are invested in our specialized funds so that our clients do not pay duplicate fees.

Duration and Termination. Customized separate account contracts have varying durations of up to 12 years or indefinite lives,

and typically can be terminated by our clients for any reason generally upon 30

to 90 days’ notice or can only be terminated for specified reasons. Some contracts provide for termination on shorter or longer notice.
Some contracts provide for penalty fees to be paid to us if termination occurs before the end of the stated term in the absence of
cause. See “Risk Factors-Risks Related to Our Business-Customized separate account and advisory account fee revenue is not a
long-term contracted source of revenue and is subject to intense competition” included in Part I, Item 1A of this Form 10-K.

Structure. Most of our customized separate accounts are simple contractual arrangements involving an investment management
agreement between us and the client. In some cases, at the client’s request, we establish a separate investment vehicle, generally a
limited partnership with the client as the sole limited partner and a wholly owned subsidiary of HLA as the general partner. Our capital
commitment to the limited partnership is usually 1% of total capital commitments but in certain cases may be higher or lower. We
manage the limited partnership under an investment management agreement between the partnership and us. The limited partnership
generally is formed in Delaware or a non-U.S. jurisdiction, such as the Cayman Islands, in accordance with the client’s specifications.
We manage all aspects of the limited partnership, utilizing the services of third parties as needed, including administrators and custodial
banks. Our fees for these customized separate accounts are substantially the same as customized separate accounts that do not
involve a separate investment vehicle.

Specialized Funds

Since 1997, we have sponsored 17 primary funds, four secondary funds, five direct/co-investment funds, three Strategic

Opportunities funds and one Small Business Investment Company fund. The terms of each fund vary. We have described below the
key terms of these funds.

Capital Commitments. Investors in our specialized funds generally make commitments to provide capital at the outset of a fund
and deliver capital when called upon by us, as investment opportunities become available and to fund operational expenses and other
obligations. The commitments are generally available for investment for three to six years, during what we call the commitment
period. However, our Strategic Opportunities funds have one- to two- year commitment periods and, in the case of one of our
direct/co-investment funds, the investors do not commit capital at the commencement of the fund but rather have the right to make
their own investment decisions as to each investment opportunity that we present to them. We typically have invested the capital
committed to our funds, other than our Strategic Opportunities funds, over a three to five-year period.

Structure. We conduct the management of our specialized funds primarily through structures in which limited partnerships
organized by us accept commitments or funds from investors. The investors become limited partners in the funds and a separate
entity that we form and control acts as the general partner. Our capital commitment to the limited partnership is generally 1% of total
capital commitments. HLA, to which we refer as the “Manager,” generally serves as the investment manager of our funds. The
Manager is registered as an investment advisor under the Investment Advisers Act of 1940 (the “Investment Advisers Act”).
Responsibility for helping a fund’s general partner with all aspects of the day-to-day operations of the fund generally is delegated to
the Manager pursuant to an investment management agreement. The material terms of our investment management agreements
relate to the scope of services to be rendered by the Manager to the applicable funds and certain rights of termination. The funds
themselves do not register as investment companies under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), in reliance on exemptions from such registration.

The Manager generally makes all decisions concerning the making, monitoring and disposing of investments pursuant to authority

delegated by the specialized fund’s general partner. The limited partners take no part in the conduct or control of the business of the
funds, have no right or authority to act for or bind the funds and have no influence over the voting or disposition of the securities or
other assets held

by the funds. These decisions are made by us as the Manager in our sole discretion pursuant to authority delegated by the general
partner, subject to the investment limitations set forth in the agreements governing each fund. The limited partners often have the right
to remove the general partner for cause or effect an early dissolution by supermajority vote, or in certain cases by a simple majority
vote. In addition, the governing agreements of our funds typically require the suspension of the commitment period if, depending on
the fund, between two and ten designated principals of the Manager cease to devote sufficient professional time to or cease to be
employed by the Manager, often called a “key man event”, or in connection with certain other events discussed under “-Duration,
Redemption and Termination.” See “Risk Factors-Risks Related to our Business-Our ability to retain our senior management team
and attract additional qualified investment professionals is critical to our success” included in Part I, Item 1A of this Form 10-K.

Management Fees. We earn management fees based on a percentage of limited partners’ capital commitments to, or net

invested capital in, our specialized funds. The management fee during the commitment period is charged on capital commitments and
after the commitment period (or a defined anniversary of the fund’s initial closing) is reduced by a percentage of the management fee
for the preceding year or charged on net invested capital. In the case of certain funds, we charge management fees on capital
commitments, with the management fee increasing during the early years of the fund’s term and declining in the later years.
Management fees for certain funds are discounted based on the amount of the limited partners’ commitments or if the limited partners
are investors in our other funds. Management fees would be reduced in the event that any monitoring, consulting, investment banking,
advisory, transaction, directors’ or break-up or similar fees are paid to the fund’s general partner, the Manager or any of their affiliates
or principals.

Incentive Fees. The incentive fees charged by our specialized funds are generally referred to as “carried interest.” Our primary

funds invest the majority of their capital in other private markets funds on a primary basis, and certain of our primary funds earn
carried interest on these investments. To the extent that our primary funds also directly make secondary investments and direct/co-
investments, they generally earn carried interest equal to a fixed percentage of net profits, subject to a compounded annual preferred
return in respect of those investments. Carried interest from these primary funds is earned on a “full return” basis when all invested
capital and the applicable preferred return has been received or on a “deal-by-deal” basis when all capital invested and the applicable
preferred return has been received either on all realized investments or on each individual investment.

For each of our secondary funds, direct/co-investment funds and Strategic Opportunities funds, we generally earn carried interest

equal to a fixed percentage of net profits, subject to a compounded annual preferred return that varies based on fund type. In our
secondary funds, we generally earn carried interest on a full-return basis. In the case of certain of our direct/co-investment funds and
our Strategic Opportunities funds, we earn carried interest on a deal-by-deal basis.

If, upon the final distribution of any of our specialized funds from which we earn carried interest, the relevant fund’s general
partner has received cumulative carried interest in excess of the amount to which it would be entitled from the profits calculated for
such investments in the aggregate, or if the limited partners have not received distributions equal to those to which they are entitled,
the general partner will return such part of any carried interest to the limited partners as is necessary to ensure that they receive the
amounts to which they are entitled, less taxes on the carried interest. We refer to these provisions as “clawbacks.” Most of our funds
that provide for carried interest require a full return of capital and expenses to investors before any carried interest is paid to us,
which minimizes the risk of a clawback obligation.

Duration, Redemption and Termination. Our specialized funds, other than our Strategic Opportunities funds, generally terminate

10 to 14 years after either the first or last date on which a limited partner is admitted to the fund, or, in the case of certain funds,
terminate on a specified anniversary date. Our main primary, secondary and direct/co-investment funds have an average term of
approximately 12 years. Our Strategic Opportunities funds terminate five years after the last date on which a limited partner may be
admitted to the fund. Our funds are generally subject to extension for up to two years at the discretion of the general partner and
thereafter if consent of the requisite majority of limited partners or, in some cases, the fund’s advisory committee is obtained.

Limited partnership interests in our specialized funds are not subject to redemption prior to termination of the funds. Termination

or dissolution of the funds and the suspension of their commitment periods, however, can generally be accelerated upon the
occurrence of certain customary events, including key man events, bankruptcy and similar events and the occurrence of fraud, willful
malfeasance or gross negligence and other similar events. Such funds also may be terminated upon the affirmative vote, depending on
the fund, of 75% to 85% of the total limited partner interests entitled to vote.

Advisory Services

We enter into written contracts with each of our advisory services clients. Advisory service clients are generally charged annual

fixed fees, which vary depending on the services we provide. In limited cases, advisory service clients are charged basis point fees
annually based on the amounts they have committed to invest pursuant to their agreements with us. In other cases where our services
are limited to monitoring and reporting on investment portfolios, clients are charged a fee based on the number of investments in their
portfolio. We generally do not earn incentive fees based on advisory contracts.

Our advisory services contracts have various durations ranging from one year to indefinite terms. A majority of our advisory
service contracts have durations of approximately three years and renew at the option of the client at the end of the stated term.
Advisory contracts can typically be terminated by our clients for any reason upon short notice, generally 30 to 90 days, although some
contracts provide for termination on shorter or longer notice or can only be terminated for specified reasons. Advisory contracts with
governmental pension plans typically are subject to a renewal process involving our submission of information in response to a request
for proposal (“RFP”) issued by the client. We submit extensive, detailed information pursuant to the RFP procedures on a confidential
basis, often in competition with other investment advisors bidding on the contract. In these cases, we generally do not know the
identity of the other bidders or the substance of their proposals. The RFP procedures prohibit communications between bidders and
the issuer of the RFP relating to the proposals during the bidding process.

Distribution Management

We enter into written contracts with each of our distribution management clients. These clients engage us to manage the
liquidation of publicly traded securities that they receive as distributions from funds in which they are investors. Our agreements
provide for either “managed liquidation” where the securities are sold within 90 days after distribution or “active management” where
the securities are sold over a longer period.

Distribution management clients are charged basis point fees on either the net proceeds received from the sale of their securities
or the aggregate amount of a client’s managed assets and vary depending on whether the account is for managed liquidation or active
management services. Alternatively, active management clients may elect an incentive fee structure under which they are charged an
asset-based fee plus an incentive fee based on net realized and unrealized gains and income net of realized and unrealized losses. The
incentive fee is then credited to a notional account, and we are entitled to a fixed percentage

of any positive balance in the notional account on an annual basis. The remaining portion of any positive balance in the notional
account is carried forward to the following year. If the incentive fee calculation results in a negative amount in a given year, that
amount is applied to reduce the balance in the notional account. We are not required to repay any negative balance in the notional
amount.

Distribution management contracts have varying durations, some with indefinite terms, and typically can be terminated by our

clients for any reason generally upon 30 to 90 days’ notice. Some contracts provide for termination on shorter or longer notice.

Competition

We compete in all aspects of our business with a large number of asset management firms, commercial banks, broker-dealers,
insurance companies and other financial institutions. With respect to our specialized funds, we primarily compete with the alternative
asset management businesses of a number of large international financial institutions and established local and regional competitors
based in the United States, Europe and Asia, including managers offering funds-of-funds, secondary funds and direct/co-investment
funds in the private markets. Our principal competition for customized separate accounts is mostly other highly specialized and
independent private markets asset management firms. We compete primarily in the advisory services area of the business with firms
that are regionally based and with a select number of large consulting firms for whom private markets investments is only one, often
small, portion of their overall business.

In order to grow our business, we must be able to compete effectively to maintain our existing client base and attract additional
clients in advisory services, customized separate account and specialized fund areas of the business. Historically, we have competed
principally on the basis of the factors listed below:

•

Global access to private markets investment opportunities through our size, scale, reputation and strong relationships with
private markets fund managers;

Brand recognition and reputation within the investing community;

Performance of investment strategies;

Quality of service and duration of client relationships;

Ability to provide cost effective and comprehensive range of services and products; and

Clients’ perceptions of our independence and the alignment of our interests with theirs created through our investment in our
own products.

The asset management business is intensely competitive, and in addition to the above factors, our ability to continue to compete

effectively will depend upon our ability to attract highly qualified investment professionals and retain existing employees.

Legal and Compliance

Our legal team includes 11 attorneys located primarily in our corporate headquarters in Bala Cynwyd, Pennsylvania, five of whom

are in our main legal group, three of whom are in our primary fund investment group and three of whom are in our secondary
direct/co-investment group. Most of our customized separate account clients and certain of our advisory clients rely on us to review,
analyze and negotiate the terms of the documents relating to primary, secondary and direct/co-investments. Working together with our
investment teams, our attorneys negotiate directly with fund managers and deal sponsors and their counsel the terms of all limited
partnership agreements, subscription documents, side letters, purchase agreements and other documents relating to primary,
secondary and direct/co-investments. Our attorneys also review and make recommendations regarding amendments and requests for
consents presented by the fund managers from time to time. In addition, our legal team is responsible for preparing, reviewing and
negotiating all documents relating to the formation and operation of our funds. We utilize the services of outside counsel as we deem
necessary.

Our compliance team consists of seven employees, and our chief compliance officer reports to our general counsel. Our chief
compliance officer has day-to-day management responsibility for the compliance team, which also includes four compliance officers,
a senior analyst and an analyst. The compliance team is responsible for overseeing and enforcing our policies and procedures relating
to compliance with the Investment Advisers Act and related rules and regulations and our code of ethics, as well as the compliance
policies and procedures and laws and regulations that apply to our non-U.S. subsidiaries and operations. In addition, the compliance
team is responsible for all regulatory matters relating to Hamilton Lane Securities, LLC, our SEC- and FINRA-registered broker-
dealer affiliate through which we offer interests in our specialized funds.

Regulatory Environment

Our business is subject to extensive regulation in the United States at both the federal and state level. Under these laws and
regulations, the SEC and relevant state securities authorities have broad administrative powers, including the power to limit, restrict or
prohibit an investment advisor from carrying on its business if it fails to comply with such laws and regulations. Possible sanctions that
may be imposed include the suspension of individual employees, limitations on engaging in certain lines of business for specified
periods of time, revocation of investment advisor and other registrations, censures and fines.

SEC Regulation

HLA is registered as an investment advisor with the SEC. As a registered investment advisor, it is subject to the requirements of

the Investment Advisers Act, and the rules promulgated thereunder, as well as to examination by the SEC’s staff. The Investment
Advisers Act imposes substantive regulation on virtually all aspects of our business and our relationships with our clients. Applicable
requirements relate to, among other things, fiduciary duties to clients, engaging in transactions with clients, maintaining an effective
compliance program, incentive fees, solicitation arrangements, allocation of investments, conflicts of interest, advertising,
recordkeeping, reporting and disclosure requirements. The Investment Advisers Act regulates the assignment of advisory contracts by
the investment advisor. The SEC is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers
Act, ranging from fines and censures to termination of an investment advisor’s registration. The failure of HLA to comply with the
requirements of the Investment Advisor Act or the SEC could have a material adverse effect on us.

Our customized separate accounts and specialized funds are not registered under the Investment Company Act because we only

form customized separate accounts for, and offer interests in our specialized funds to, persons who we reasonably believe to be
“qualified purchasers” as defined in the Investment Company Act.

ERISA-Related Regulation

Some of our specialized funds are treated as holding “plan assets” as defined under the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”), as a result of investments in those funds by benefit plan investors. By virtue of its role as
investment manager of these funds, HLA is a “fiduciary” under ERISA with respect to such benefit plan investors. ERISA and the
Code impose certain duties on persons that are fiduciaries under ERISA, prohibit certain transactions involving benefit plans and
“parties in interest” or “disqualified persons” to those plans, and provide monetary penalties for violations of these prohibitions. With
respect to these funds, HLA relies on particular statutory and administrative exemptions from certain ERISA prohibited transactions,
which exemptions are highly complex and may in certain circumstances depend on compliance by third parties whom we do not
control. The failure of HLA or us to comply with these various requirements could have a material adverse effect on our business.

In addition, with respect to other investment funds in which benefit plan investors have invested, but which are not treated as
holding “plan assets,” we and HLA rely on certain rules under ERISA in conducting investment management activities. These rules
are sometimes highly complex and may in certain circumstances depend on compliance by third parties that we do not control. If for
any reason these rules were to become inapplicable, we and HLA could become subject to regulatory action or third-party claims that
could have a material adverse effect on our business.

Foreign Regulation

We provide investment advisory and other services and raise funds in a number of countries and jurisdictions outside the United

States. In many of these countries and jurisdictions, which include the EU, the European Economic Area (“EEA”), the individual
member states of each of the EU and EEA, Australia, Brazil, Hong Kong, Israel, Japan and South Korea, we and our operations, and
in some cases our personnel, are subject to regulatory oversight and requirements. In general, these requirements relate to
registration, licenses for our personnel, periodic inspections, the provision and filing of periodic reports, and obtaining certifications and
other approvals. Across the EU, we are subject to the European Union Alternative Investment Fund Managers Directive (“AIFMD”)
requirements regarding, among other things, registration for marketing activities, the structure of remuneration for certain of our
personnel and reporting obligations. Individual member states of the EU have imposed additional requirements that may include
internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of
depository and custodial requirements.

We currently have approximately 290 employees, including over 90 investment professionals. We consider our relationship with

our employees to be good and have not experienced interruptions of operations due to labor disagreements.

Employees

Item 1A. Risk Factors

In addition to the other information set forth in this Form 10-K, you should carefully consider the following factors,
which could materially affect our business, financial condition or results of operations. The risks described below are not the
only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may negatively affect our business, financial condition or results of operations.

Risks Related to Our Business

The historical performance of our investments should not be considered as indicative of the future results of our

investments or our operations or any returns expected on an investment in our Class A common stock.

Past performance of our specialized funds and customized separate accounts or the investments that we recommend to our
advisory clients is not necessarily indicative of future results or of the performance of our Class A common stock. An investment in
our Class A common stock is not an investment in any of our specialized funds or customized separate accounts. In addition, the
historical and potential future returns of specialized funds and customized separate accounts that we manage are not directly linked to
returns on our Class A common stock. Therefore, you should not conclude that continued positive performance of our specialized
funds, customized separate accounts or the investments that we recommend to our advisory clients will necessarily result in positive
returns on an investment in our Class A common stock. However, poor performance of our specialized funds or customized separate
accounts could cause a decline in our revenue, and could therefore have a negative effect on our performance and on returns on an
investment in our Class A common stock.

The historical performance of our funds should not be considered indicative of the future performance of these funds or of any

future funds we may raise, in part because:

•

•
•

•

market conditions and investment opportunities during previous periods may have been significantly more favorable for
generating positive performance than those we may experience in the future;
the performance of our funds is generally calculated on the basis of NAV of the funds’ investments, including unrealized
gains, which may never be realized;
our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend
increasingly on the performance of our newer funds or funds not yet formed;
our newly established funds may generate lower returns during the period that they initially deploy their capital;
in recent years, there has been increased competition for investment opportunities resulting from the increased amount of
capital invested in private markets alternatives and high liquidity in debt markets, and the increased competition for
investments may reduce our returns in the future; and
the performance of particular funds also will be affected by risks of the industries and businesses in which they invest.

The success of our business depends on the identification and availability of suitable investment opportunities for our

clients.

Our success largely depends on the identification and availability of suitable investment opportunities for our clients, and in
Our success largely depends on the identification and availability of suitable investment opportunities for our clients, and in
particular the success of funds in which our specialized funds, customized separate accounts and advisory accounts invest. The
availability of investment opportunities will be subject to market conditions and other factors outside of our control and the control of
the private markets fund managers with which we invest. Past returns of our specialized funds, customized separate accounts and
advisory accounts have benefited from investment opportunities and general market conditions that may not continue or reoccur,
including favorable borrowing conditions in the debt markets, and there can be no assurance that our specialized funds, customized
separate accounts, advisory accounts or the underlying funds in which we invest will be able to avail themselves of comparable
opportunities and conditions. Further, there can be no assurance that the private markets funds we select will be able to identify
sufficient attractive investment opportunities to meet their investment objectives.

Competition for access to investment funds and other investments we make for our clients is intense.

We seek to maintain excellent relationships with general partners and managers of investment funds, including those in which we
have previously made investments for our clients and those in which we may in the future invest, as well as sponsors of investments
that might provide co-investment opportunities in portfolio companies alongside the sponsoring fund manager. However, because of
the number of investors seeking to gain access to investment funds and co-investment opportunities managed or sponsored by the top
performing fund managers, there can be no assurance that we will be able to secure the opportunity to invest on behalf of our clients
in all or a substantial portion of the investments we select, or that the size of the investment opportunities available to us will be as
large as we would desire. Access to secondary investment opportunities is also highly competitive and is often controlled by a limited
number of general partners, fund managers and intermediaries.

Customized separate account and advisory account fee revenue is not a long-term contracted source of revenue and is

subject to intense competition.

Our revenue in any given period is dependent on the number of fee-paying clients in such period. Our customized separate

account and advisory account business operates in a highly competitive environment where typically there are no long-term contracts.
While clients of our customized separate account and advisory account businesses may have multi-year contracts, many of these
contracts are terminable upon 30 to 90 days’ advance notice to us. We may lose clients as a result of the sale or merger of a client, a
change in a client’s senior management, competition from other financial advisors and financial institutions and other causes.
Moreover, a number of our contracts with state government-sponsored clients are secured through such government’s RFP process,
and can be subject to periodic renewal. If multiple clients were to exercise their termination rights or fail to renew their existing
contracts and we were unable to secure new clients, our customized separate account and advisory account fees would decline
materially. A significant reduction in the number of fee-paying clients in any given period could reduce our revenue and materially and
adversely affect our business, financial condition and results of operations.

Our failure to deal appropriately with conflicts of interest could damage our reputation and materially and adversely

affect our business.

As we expand the scope of our business, we increasingly confront potential conflicts of interest relating to our advisory and

investment management businesses. For example, we may recommend that

various advisory clients invest in specialized funds managed by our investment management business. It is possible that actual,
potential or perceived conflicts could give rise to investor dissatisfaction, litigation or regulatory enforcement actions. As a registered
investment advisor, we owe our clients a fiduciary duty and are required to provide disinterested advice. Appropriately dealing with
conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with
one or more potential or actual conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could
have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways,
including an inability to raise additional funds and reluctance of our existing clients to continue to do business with us.

We have obligations to investors in our specialized funds and customized separate accounts and may have obligations to

other third parties that may conflict with your interests.

Our subsidiaries that serve as the general partners of or advisors to our specialized funds and customized separate accounts have
fiduciary and contractual obligations to the investors in those funds and accounts, and some of our subsidiaries may have contractual
duties to other third parties. As a result, we may take actions with respect to the allocation of investments among our specialized
funds and customized separate accounts (including funds and accounts that have different fee structures), the purchase or sale of
investments in our specialized funds and customized separate accounts, the structuring of investment transactions for those specialized
funds and customized separate accounts, the advice we provide or other actions in order to comply with these fiduciary and
contractual obligations. In addition, because our senior management and other professionals hold their economic interests through
HLA, which is not subject to U.S. federal and state entity-level income taxes, and our Class A common stockholders hold their
interests through Hamilton Lane Incorporated, which is subject to entity-level taxation as a corporation in the United States, conflicts
relating to the selection and structuring of investments or other matters may arise between the members, on the one hand, and the
Class A stockholders of Hamilton Lane Incorporated, on the other hand.

Our ability to retain our senior management team and attract additional qualified investment professionals is critical to

our success.

Our success depends on our ability to retain our senior management team and to recruit additional qualified investment, sales and

other professionals. However, we may not be successful in our efforts to retain our senior management team, as the market for
investment professionals is extremely competitive. The individuals that comprise our senior management team possess substantial
experience and expertise and, in many cases, have significant relationships with certain of our clients. Accordingly, the loss of any one
of our senior management team could adversely affect certain client relationships or limit our ability to successfully execute our
investment strategies, which, in turn, could have a material adverse effect on our business, financial condition and results of
operations. In addition, the governing agreements of our specialized funds typically require the suspension of the commitment period if,
depending on the fund, between two and eight designated members of our senior management team cease to devote sufficient
professional time to or cease to be employed by HLA, often called a “key man event,” or in connection with certain other events. The
occurrence of a key man event could also trigger an event of default under our term loans and affect investment periods under our
limited partnership agreements. See “We may be unable to remain in compliance with the financial or other covenants contained in the
Term Loan.” Any change to our senior management team could materially and adversely affect our business, financial condition and
results of operations.

We intend to expand our business and may enter into new lines of business, which may result in additional risks and

uncertainties in our business.

We currently generate substantially all of our revenue from asset management and advisory services. However, we may grow
our business by offering additional products and services and by entering into new lines of business. To the extent we enter into new
lines of business, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient
expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital
and other resources and the loss of clients due to the perception that we are no longer focusing on our core business. In addition, we
may from time to time explore opportunities to grow our business via acquisitions, partnerships, investments or other strategic
transactions. There can be no assurance that we will successfully identify, negotiate or complete such transactions, or that any
completed transactions will produce favorable financial results.

Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, or from which we
are currently exempt, and may lead to increased litigation and regulatory risk. In addition, certain aspects of our cost structure, such
as costs for compensation, occupancy and equipment rentals, communication and information technology services, and depreciation
and amortization will be largely fixed, and we may not be able to timely adjust these costs to match fluctuations in revenue related to
growing our business or entering into new lines of business. If a new business generates insufficient revenue or if we are unable to
efficiently manage our expanded operations, our business, financial condition and results of operations could be materially and
adversely affected.

Our indebtedness may expose us to substantial risks.

We have a senior secured syndicated term loan facility (the “Term Loan”) arranged by Morgan Stanley Senior Funding, Inc. in
the initial principal amount of $260 million, of which approximately $86 million remained outstanding as of March 31, 2017. We expect
to continue to utilize debt to finance our operations, which will expose us to the typical risks associated with the use of leverage. An
increase in leverage could make it more difficult for us to withstand adverse economic conditions or business plan variances, to take
advantage of new business opportunities, or to make necessary capital expenditures. Any portion of our cash flow required for debt
service would not be available for our operations, distributions, dividends or other purposes. Any substantial decrease in net operating
cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or force us to
modify our operations. Our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in
responding to changing business, regulatory and economic conditions, which could materially and adversely affect our business,
financial condition and results of operations.

We may be unable to remain in compliance with the financial or other covenants contained in the Term Loan.

The Term Loan contains financial and other covenants that impose requirements on us and limit our ability to engage in certain
transactions or activities. There can be no assurance that we will be able to maintain leverage levels in compliance with the financial
covenants included in the Term Loan. Any failure to comply with these financial and other covenants, if not waived, would cause a
default or event of default under the Term Loan. If such a failure were to occur, there can be no assurance that we would be able to
obtain a waiver, refinance or obtain a replacement for such facility on favorable terms, or at all.

The Term Loan contains provisions relating to the continuing involvement of certain key persons in our business. The occurrence

of certain events with respect to these key persons, including, among other

events, the resignation, termination or other cessation of full-time employment with or active participation in our management, or the
commission of certain bad acts by these key persons, could result in an event of default under the Term Loan. A default under the
Term Loan and the resulting loss of access to capital could materially and adversely affect our business, financial condition and results
of operations.

Restrictive covenants in agreements and instruments governing our debt may adversely affect our ability to operate our

business.

The terms of certain of our indebtedness, including pursuant to the Term Loan, contain, and any future debt instruments may

contain, various provisions that limit our and our subsidiaries’ ability to, among other things:

•

incur additional debt;

provide guarantees in respect of obligations of other persons;

make loans, advances and investments;

make certain payments in respect of equity interests, including, among others, the payment of dividends and other
distributions, redemptions and similar payments, payments in respect of warrants, options and other rights, and payments in
respect of subordinated indebtedness;

enter into transactions with investment funds and affiliates;

create or incur liens;

enter into negative pledges;

sell all or any part of the business, assets or property, or otherwise dispose of assets;

make acquisitions or consolidate or merge with other persons;

enter into sale-leaseback transactions;

change the nature of our business;

change our fiscal year;

make certain modifications to organizational documents or certain material contracts;

make certain modifications to certain other debt documents; and

enter into certain agreements, including agreements limiting the payment of dividends or other distributions in respect of equity
interests, the repayment of indebtedness, the making of loans or advances, or the transfer of assets.

Although we have negotiated certain exceptions to these events, these restrictions may limit our flexibility in operating our
business. Furthermore, any violation of these or other covenants in the Term Loan could result in a default or event of default. Our
obligations under the Term Loan are secured by substantially all of our assets. In the case of an event of default, creditors may
exercise rights and remedies, including the rights and remedies of a secured party, under such agreements and applicable law. See “-
We may be unable to remain in compliance with the financial or other covenants contained in the Term Loan.”

Dependence on leverage by certain funds and portfolio companies subjects us to volatility and contractions in the debt

financing markets and could adversely affect the ability of our specialized funds and customized separate accounts to
achieve attractive rates of return on those investments.

Certain of the specialized funds we manage, the funds in which we invest and portfolio companies within our funds and

customized separate accounts currently rely on leverage. Six of our specialized funds have an aggregate of $587 million of credit lines
that are available for cash flow management in funding select investment opportunities for those vehicles. As of March 31, 2017, we
had an aggregate outstanding balance of approximately $324 million on those credit lines. The total capital committed for the six funds
to which the credit lines are linked is approximately $4 billion. If our specialized funds or the companies in which our specialized funds
or customized separate accounts invest raise capital in the structured credit, leveraged loan and high yield bond markets, the results of
their operations may suffer if such markets experience dislocations, contractions or volatility. Any such events could adversely impact
the availability of credit to businesses generally, the cost or terms on which lenders are willing to lend, or the strength of the overall
economy.

The absence of available sources of sufficient debt financing for extended periods of time or an increase in either the general
levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those
investments. Certain investments may also be financed through fund-level debt facilities, which may or may not be available for
refinancing at the end of their respective terms. Finally, the interest payments on the indebtedness used to finance our specialized
funds’ investments are generally deductible expenses for income tax purposes, subject to limitations under applicable tax law and
policy. Any change in such tax law or policy to eliminate or substantially limit these income tax deductions, as has been discussed
from time to time in various jurisdictions, would reduce the after-tax rates of return on the affected investments, which may have an
adverse impact on our business, results of operations and financial condition.

Similarly, private markets fund portfolio companies regularly utilize the corporate debt markets to obtain additional financing for
their operations. Leverage incurred by a portfolio company may cause the portfolio company to be vulnerable to increases in interest
rates and may make it less able to cope with changes in business and economic conditions. Any adverse impact caused by the use of
leverage by portfolio companies in which we directly or indirectly invest could in turn adversely affect the returns of our specialized
funds, customized separate accounts and advisory accounts.

Defaults by clients and third-party investors in certain of our specialized funds could adversely affect that fund’s

operations and performance.

Our business is exposed to the risk that clients that owe us money may not pay us. If investors in our specialized funds and
certain customized separate accounts default on their obligations to us, there may be adverse consequences on the investment
process, and we could incur losses and be unable to meet underlying capital calls. For example, investors in most of our specialized
funds make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods.
We depend on investors fulfilling and honoring their commitments when we call capital from them for those funds to consummate
investments and otherwise pay their obligations when due. Any investor that did not fund a capital call would be subject to several
possible penalties, including having a meaningful amount of its existing investment forfeited in that fund. However, the impact of the
penalty is directly correlated to the amount of capital previously invested by the investor in the fund.

If an investor has invested little or no capital, for instance early in the life of the fund, then the forfeiture penalty may not be as

meaningful. A failure of investors to honor a significant amount of capital

calls for any particular fund or funds could have a material adverse effect on the operation and performance of those funds.

Our failure to comply with investment guidelines set by our clients could result in damage awards against us or a

reduction in AUM, either of which would cause our earnings to decline and adversely affect our business.

When clients retain us to manage assets on their behalf, they specify certain guidelines regarding investment allocation and
strategy that we are required to observe in the management of their portfolios. Our failure to comply with these guidelines and other
limitations could result in clients terminating their investment management agreement with us, as these agreements generally are
terminable without cause on 30 to 90 days’ notice. Clients could also sue us for breach of contract and seek to recover damages from
us. In addition, such guidelines may restrict our ability to pursue certain allocations and strategies on behalf of our clients that we
believe are economically desirable, which could similarly result in losses to a client account or termination of the account and a
corresponding reduction in AUM. Even if we comply with all applicable investment guidelines, a client may be dissatisfied with its
investment performance or our services or fees, and may terminate their customized separate accounts or advisory accounts or be
unwilling to commit new capital to our specialized funds, customized separate accounts or advisory accounts. Any of these events
could cause our earnings to decline and materially and adversely affect our business, financial condition and results of operations.

Employee misconduct could harm us by impairing our ability to attract and retain clients and subjecting us to significant

legal liability and reputational harm.

There is a risk that our employees could engage in misconduct that adversely affects our business. We are subject to a number of

obligations and standards arising from our advisory and investment management businesses and our discretionary authority over the
assets we manage. The violation of these obligations and standards by any of our employees would adversely affect our clients and
us. Our business often requires that we deal with confidential matters of great significance to companies and funds in which we may
invest for our clients. If our employees were to improperly use or disclose confidential information, we could be subject to legal or
regulatory action and suffer serious harm to our reputation, financial position and current and future business relationships. It is not
always possible to detect or deter employee misconduct, and the extensive precautions we take to detect and prevent this activity may
not be effective in all cases. If one of our employees were to engage in misconduct or were to be accused of such misconduct, our
business and our reputation could be materially and adversely affected. See “-Increased government regulation, compliance failures
and changes in law or regulation could adversely affect us.”

If the investments we make on behalf of our specialized funds or customized separate accounts perform poorly, we may
suffer a decline in our investment management revenue and earnings, and our ability to raise capital for future specialized
funds and customized separate accounts may be materially and adversely affected.

Our revenue from our investment management business is derived from fees earned for our management of our specialized

funds, customized separate accounts and advisory accounts, incentive fees, or carried interest, with respect to certain of our
specialized funds and customized separate accounts, and monitoring and reporting fees. In the event that our specialized funds,
customized separate accounts or individual investments perform poorly, our revenues and earnings derived from incentive fees will
decline and make it more difficult for us to raise capital for new specialized funds or gain new customized separate account clients in
the future. In addition, if carried interest that was previously distributed to us exceeds the amounts to which we are ultimately entitled,
we may be required to repay that amount under

a “clawback” obligation. If we are unable to raise or are required to repay capital, our business, financial condition and results of
operations would be materially and adversely affected.

Valuation methodologies for certain assets in our specialized funds and customized separate accounts can be significantly

subjective, and the values of assets established pursuant to such methodologies may never be realized, which could result in
significant losses for our specialized funds and customized separate accounts.

There are no readily ascertainable market prices for a large number of the investments in our specialized funds, customized
separate accounts, advisory accounts or the funds in which we invest. The value of the investments of our specialized funds and
customized separate accounts is determined periodically by us based on the fair value of such investments as reported by the
underlying fund managers. Our valuation of the funds in which we invest is largely dependent upon the processes employed by the
managers of those funds. The fair value of investments is determined using a number of methodologies described in the particular
funds’ valuation policies. These policies are based on a number of factors, including the nature of the investment, the expected cash
flows from the investment, the length of time the investment has been held, restrictions on transfer and other recognized valuation
methodologies. The methodologies we use in valuing individual investments are based on a variety of estimates and assumptions
specific to the particular investments, and actual results related to the investment may vary materially as a result of the inaccuracy of
such assumptions or estimates. In addition, because the illiquid investments held by our specialized funds, customized separate
accounts, advisory accounts and the funds in which we invest may be in industries or sectors that are unstable, in distress, or
undergoing some uncertainty, such investments are subject to rapid changes in value caused by sudden company-specific or industry-
wide developments.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of

such investments as reflected in a fund’s NAV do not necessarily reflect the prices that would actually be obtained if such
investments were sold. Realizations at values significantly lower than the values at which investments have been reflected in fund
NAVs could result in losses for the applicable fund and the loss of potential incentive fees by the fund’s manager and us. Also, a
situation in which asset values turn out to be materially different from values reflected in fund NAVs could cause investors to lose
confidence in us and may, in turn, result in difficulties in our ability to raise additional capital, retain clients or attract new clients.

Clients may be unwilling to commit new capital to our specialized funds, customized separate accounts or advisory
accounts as a result of our decision to become a public company, which could materially and adversely affect our business,
financial condition and results of operations.

Some of our clients may view negatively our status as a publicly traded company, including concerns that as a public company we

will shift our focus from the interests of our clients to those of our public stockholders. Some of our clients may believe that we will
strive for near-term profit instead of superior risk-adjusted returns for our clients over time or grow our AUM for the purpose of
generating additional management fees without regard to whether we believe there are sufficient investment opportunities to
effectively deploy the additional capital. There can be no assurance that we will be successful in our efforts to address such concerns
or to convince clients that our status as a public company will not affect our longstanding priorities or the way we conduct our
business. A decision by a significant number of our clients not to commit additional capital to our specialized funds, customized
separate accounts or advisory accounts to cease doing business with us altogether could inhibit our ability to achieve our investment
objectives and may materially and adversely affect our business, financial condition and results of operations.

Our investment management activities may involve investments in relatively high-risk, illiquid assets, and we and our
clients may lose some or all of the amounts invested in these activities or fail to realize any profits from these activities for a
considerable period of time.

The investments made by our specialized funds and customized separate accounts and recommended by our advisory services
may include high-risk, illiquid assets. We have made and expect to continue to make principal investments alongside our investors, as
the general partner, in our existing private markets funds and certain customized separate accounts and in any new private markets
funds we may establish in the future. The private markets funds in which we invest capital generally invest in securities that are not
publicly traded. Even if such securities are publicly traded, many of these funds may be prohibited by contract or applicable securities
laws from selling such securities for a period of time. Such funds will generally not be able to sell these securities publicly unless their
sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available.
Accordingly, the private markets funds in which we invest our clients’ capital may not be able to sell securities when they desire and
therefore may not be able to realize the full value of such securities. The ability of private markets funds to dispose of investments is
dependent in part on the public equity and debt markets, to the extent that the ability to dispose of an investment may depend upon the
ability to complete an IPO of the portfolio company in which such investment is held or the ability of a prospective buyer of the
portfolio company to raise debt financing to fund its purchase. Furthermore, large holdings of publicly traded equity securities can
often be disposed of only over a substantial period of time, exposing the investment returns to risks of downward movement in market
prices during the disposition period. Contributing capital to these funds is risky, and we may lose some or the entire amount of our
specialized funds’ and our clients’ investments.

In addition, our specialized funds directly or indirectly invest in businesses with capital structures that have significant leverage.

The leveraged capital structure of such businesses increases the exposure of the funds’ portfolio companies to adverse economic
factors such as rising interest rates, downturns in the economy or deterioration in the condition of such business or its industry. If
these portfolio companies default on their indebtedness, or otherwise seek or are forced to restructure their obligations or declare
bankruptcy, we could lose some or all of our investment and suffer reputational harm. See “-Dependence on leverage by certain funds
and portfolio companies subjects us to volatility and contractions in the debt financing markets and could adversely affect the ability of
our specialized funds and customized separate accounts to achieve attractive rates of return on those investments.”

The portfolio companies in which private markets funds have invested or may invest will sometimes involve a high degree of
business and financial risk. These companies may be in an early stage of development, may not have a proven operating history, may
be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products
subject to a substantial risk of obsolescence, may be subject to extensive regulatory oversight, may require substantial additional
capital to support their operations, to finance expansion or to maintain their competitive position, may have a high level of leverage, or
may otherwise have a weak financial condition. In addition, these portfolio companies may face intense competition, including
competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other
capabilities, and a larger number of qualified managerial and technical personnel. Portfolio companies in non-U.S. jurisdictions may be
subject to additional risks, including changes in currency exchange rates, exchange control regulations, risks associated with different
types (and lower quality) of available information, expropriation or confiscatory taxation and adverse political developments. In
addition, during periods of difficult market conditions or slowdowns in a particular investment category, industry or region, portfolio
companies may experience decreased revenues, financial losses, difficulty in obtaining access to financing and increased costs.
During these periods, these companies may also have

difficulty in expanding their businesses and operations and may be unable to pay their expenses as they become due. A general
market downturn or a specific market dislocation may result in lower investment returns for the private markets funds or portfolio
companies in which our specialized funds and customized separate accounts invest, which consequently would materially and
adversely affect investment returns for our specialized funds and customized separate accounts.

Our specialized funds and customized separate accounts may face risks relating to undiversified investments.

We cannot give assurance as to the degree of diversification that will be achieved in any of our specialized funds or customized
separate accounts. Difficult market conditions or slowdowns affecting a particular asset class, geographic region or other category of
investment could have a significant adverse impact on a given specialized fund or customized separate account if its investments are
concentrated in that area, which would result in lower investment returns. Accordingly, a lack of diversification on the part of a
specialized fund or customized separate account could adversely affect its investment performance and, as a result, our business,
financial condition and results of operations.

Our specialized funds and customized separate accounts make investments in funds and companies that we do not

control.

Investments by most of our specialized funds and customized separate accounts will include debt instruments and equity securities

of companies that we do not control. Our specialized funds and customized separate accounts may invest through co-investment
arrangements or acquire minority equity interests and may also dispose of a portion of their equity investments in portfolio companies
over time in a manner that results in their retaining a minority investment. Consequently, the performance of our specialized funds and
customized separate accounts will depend significantly on the investment and other decisions made by third parties, which could have
a material adverse effect on the returns achieved by our specialized funds or customized separate accounts. Portfolio companies in
which the investment is made may make business, financial or management decisions with which we do not agree. In addition, the
majority stakeholders or our management may take risks or otherwise act in a manner that does not serve our interests. If any of the
foregoing were to occur, the values of our investments and the investments we have made on behalf of clients could decrease and our
financial condition, results of operations and cash flow could suffer as a result.

Investments by our specialized funds, customized separate accounts and advisory accounts may in many cases rank

junior to investments made by other investors.

In many cases, the companies in which our specialized funds or customized separate accounts invest have indebtedness or equity

securities, or may be permitted to incur indebtedness or to issue equity securities, that rank senior to our clients’ investments in our
specialized funds, customized separate accounts or advisory accounts. By their terms, these instruments may provide that their
holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in
respect of our clients’ investments. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company
in which one or more of our specialized funds, customized separate accounts or advisory accounts hold an investment, holders of
securities ranking senior to our clients’ investments would typically be entitled to receive payment in full before distributions could be
made in respect of our clients’ investments. After repaying senior security holders, the company may not have any remaining assets
to use for repaying amounts owed in respect of our clients’ investments. To the extent that any assets remain, holders of claims that
rank equally with our clients’ investments would be entitled to share on an equal and ratable basis in distributions that are made out of
those assets. Also, during periods of financial distress or following an insolvency, our ability to

influence a company’s affairs and to take actions to protect investments by our specialized funds, customized separate accounts or
advisory accounts may be substantially less than that of those holding senior interests.

The substantial growth of our business in recent years may be difficult to sustain, as it may place significant demands on

our resources and employees and may increase our expenses.

The substantial growth of our business has placed, and if it continues, will continue to place, significant demands on our
infrastructure, our investment team and other employees, and will increase our expenses. In addition, we are required to develop
continuously our infrastructure in response to the increasingly complex investment management industry and increasing sophistication
of investors. Legal and regulatory developments also contribute to the level of our expenses. The future growth of our business will
depend, among other things, on our ability to maintain the appropriate infrastructure and staffing levels to sufficiently address our
growth and may require us to incur significant additional expenses and commit additional senior management and operational
resources. We may face significant challenges in maintaining adequate financial and operational controls as well as implementing new
or updated information and financial systems and procedures. Training, managing and appropriately sizing our work force and other
components of our business on a timely and cost-effective basis may also pose challenges. In addition, our efforts to retain or attract
qualified investment professionals may result in significant additional expenses. There can be no assurance that we will be able to
manage our growing business effectively or that we will be able to continue to grow, and any failure to do so could adversely affect
our ability to generate revenue and control our expenses.

We may not be able to maintain our desired fee structure as a result of industry pressure from private markets investors

to reduce fees, which could have a material adverse effect on our profit margins and results of operations.

We may not be able to maintain our current fee structure as a result of industry pressure from private markets investors to reduce

fees. In order to maintain our desired fee structure in a competitive environment, we must be able to continue to provide clients with
investment returns and service that incentivize our investors to pay our desired fee rates. We cannot assure you that we will succeed
in providing investment returns and service that will allow us to maintain our desired fee structure. Fee reductions on existing or future
new business could have a material adverse effect on our profit margins and results of operations.

Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated risks.

Risk management applies to our investment management operations as well as to the investments we make for our specialized

funds and customized separate accounts. We have developed and continue to update strategies and procedures specific to our
business for managing risks, which include market risk, liquidity risk, operational risk and reputational risk. Management of these risks
can be very complex. These strategies and procedures may fail under some circumstances, particularly if we are confronted with
risks that we have underestimated or not identified. In addition, some of our methods for managing the risks related to our clients’
investments are based upon our analysis of historical private markets behavior. Statistical techniques are applied to these observations
in order to arrive at quantifications of some of our risk exposures. Historical analysis of private markets returns requires reliance on
valuations performed by fund managers, which may not be reliable measures of current valuations. These statistical methods may not
accurately quantify our risk exposure if circumstances arise that were not observed in our historical data. In particular, as we enter
new lines of business, our historical data may be incomplete.

Failure of our risk management techniques could materially and adversely affect our business, financial condition and results of
operations, including our right to receive incentive fees.

The due diligence process that we undertake in connection with investments may not reveal all facts that may be relevant

in connection with an investment.

Before making or recommending investments for our clients, we conduct due diligence that we deem reasonable and appropriate
based on the facts and circumstances applicable to each investment. When conducting due diligence, we may be required to evaluate
important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors and
accountants may be involved in the due diligence process in varying degrees depending on the type of investment and the parties
involved. Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the resources
available to us, including information provided by the target of the investment and, in some circumstances, third-party investigations.
The due diligence investigation that we will carry out with respect to any investment opportunity may not reveal or highlight all
relevant facts that are necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not
necessarily result in the investment ultimately being successful. In addition, a substantial portion of our specialized funds are funds-of-
funds, and therefore we are dependent on the due diligence investigation of the general partner or co-investment partner leading such
investment. We have little or no control over their due diligence process, and any shortcomings in their due diligence could be
reflected in the performance of the investment we make with them on behalf of our clients. Poor investment performance could lead
clients to terminate their agreements with us and/or result in negative reputational effects, either of which could materially and
adversely affect our business, financial condition and results of operations.

Restrictions on our ability to collect and analyze data regarding our clients’ investments could adversely affect our

business.

Our database of private markets investments includes funds and direct/co-investments that we monitor and report on for our
specialized funds, customized separate accounts and advisory accounts. We rely on our database to provide regular reports to our
clients, to research developments and trends in private markets and to support our investment processes. We depend on the
continuation of our relationships with the general partners and sponsors of the underlying funds and investments in order to maintain
current data on these investments and private markets activity. The termination of such relationships or the imposition of restrictions
on our ability to use the data we obtain for our reporting and monitoring services could adversely affect our business, financial
condition and results of operations.

Operational risks and data security breaches may disrupt our business, result in losses or limit our growth.

We rely heavily on our financial, accounting, compliance, monitoring, reporting and other data processing systems. Any failure or
interruption of these systems, including the loss of data, whether caused by fire, other natural disaster, power or telecommunications
failure, computer viruses, act of terrorism or war or otherwise, could result in a disruption of our business, liability to clients, regulatory
intervention or reputational damage, and thus materially and adversely affect our business. Although we have back-up systems in
place, including back-up data storage, our back-up procedures and capabilities in the event of a failure or interruption may not be
adequate. In recent years, we have substantially upgraded and expanded the capabilities of our data processing systems and other
operating technology, and we expect that we will need to continue to upgrade and expand these capabilities in the future to avoid
disruption of, or constraints on, our operations. We may incur significant costs to further upgrade our data processing systems and
other operating technology in the future. In addition, we are dependent on the

effectiveness of our information security policies, procedures and capabilities to protect our computer and telecommunications
systems and the data such systems contain or transmit. An external information security breach, such as a “hacker attack,” a virus or
worm, or an internal problem with information protection, such as failure to control access to sensitive systems, could materially
interrupt our business operations or cause disclosure or modification of sensitive or confidential information. Such a failure could result
in material financial loss, regulatory actions, breach of client contracts, reputational harm or legal liability, which, in turn, could cause a
decline in our earnings or stock price.

Finally, we rely on third-party service providers for certain aspects of our business, including for certain information systems and
technology and administration of our specialized funds. Any interruption or deterioration in the performance of these third parties or
failures of their information systems and technology could impair the quality of the funds’ operations and could affect our reputation
and hence adversely affect our business, financial condition and results of operations.

We may face damage to our professional reputation and legal liability if our services are not regarded as satisfactory or

for other reasons.

As a financial services firm, we depend to a large extent on our relationships with our clients and our reputation for integrity and

high-caliber professional services to attract and retain clients. As a result, if a client is not satisfied with our services, such
dissatisfaction may be more damaging to our business than to other types of businesses.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial
advisors has been increasing. Our asset management and advisory activities may subject us to the risk of significant legal liabilities to
our clients and third parties, including our clients’ stockholders or beneficiaries, under securities or other laws and regulations for
materially false or misleading statements made in connection with securities and other transactions. In our investment management
business, we make investment decisions on behalf of our clients that could result in substantial losses. Any such losses also may
subject us to the risk of legal and regulatory liabilities or actions alleging negligent misconduct, breach of fiduciary duty or breach of
contract. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for
substantial periods of time. We may incur significant legal expenses in defending litigation. In addition, litigation or regulatory action
against us may tarnish our reputation and harm our ability to attract and retain clients. Substantial legal or regulatory liability could
materially and adversely affect our business, financial condition or results of operations or cause significant reputational harm to us,
which could seriously harm our business.

Our distribution management business depends on an active market for public offerings and our ability to deliver

expected investment returns.

Our distribution management business depends on active capital markets. If public offering activity is limited, there will be
reduced in-kind distributions and reduced volume for our distribution management services. In addition, if our clients do not realize
their expected investment returns on in-kind distributions, the performance of our distribution management business could be
materially and adversely affected.

Our international operations are subject to certain risks, which may affect our revenue.

We intend to grow our non-U.S. business, including growth into new regions with which we have less familiarity and experience,

and this growth is important to our overall success. In addition, many of our larger clients are non-U.S. entities seeking to invest in
U.S. funds and operating companies. Our international operations carry special financial and business risks, which could include the
following:

•

greater difficulties in managing and staffing foreign operations;

fluctuations in foreign currency exchange rates that could adversely affect our results;

unexpected changes in trading policies, regulatory requirements, tariffs and other barriers;

longer transaction cycles;

higher operating costs;

local labor conditions and regulations;

adverse consequences or restrictions on the repatriation of earnings;

potentially adverse tax consequences, such as trapped foreign losses;

less stable political and economic environments;

terrorism, political hostilities, war and other civil disturbances or other catastrophic events that reduce business activity;

cultural and language barriers and the need to adopt different business practices in different geographic areas; and

difficulty collecting fees and, if necessary, enforcing judgments.

As part of our day-to-day operations outside the United States, we are required to create compensation programs, employment
policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries. We
also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage and
grow our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to
enforce compliance with non-U.S. standards and procedures.

A significant amount of the investments of our specialized funds, customized separate accounts and advisory accounts include
private markets funds that are located outside the United States or that invest in portfolio companies located outside the United States.
Such non-U.S. investments involve certain factors not typically associated with U.S. investments, including risks related to (i)
currency exchange matters, including exchange rate fluctuations between the U.S. dollar and the foreign currency in which the
investments are denominated, and costs associated with conversion of investment proceeds and income from one currency to another,
(ii) differences between the U.S. and foreign capital markets, including the absence of uniform accounting, auditing, financial reporting
and legal standards, practices and disclosure requirements and less government supervision and regulation, (iii) certain economic,
social and political risks, including exchange control regulations and restrictions on foreign investments and repatriation of capital, the
risks of political, economic or social instability, and (iv) the possible imposition of foreign taxes with respect to such investments or
confiscatory taxation. These risks could adversely affect the performance of our specialized funds, customized separate accounts and
advisory accounts that are

invested in securities of non-U.S. companies, which would adversely affect our business, financial condition and results of operations.

Any payment of distributions, loans or advances to and from our subsidiaries could be subject to restrictions on or taxation of
dividends or repatriation of earnings under applicable local law, monetary transfer restrictions, foreign currency exchange regulations
in the jurisdictions in which our subsidiaries operate or other restrictions imposed by current or future agreements, including debt
instruments, to which our non-U.S. subsidiaries may be a party. Our business, financial condition and results of operations could be
adversely impacted, possibly materially, if we are unable to successfully manage these and other risks of international operations in a
volatile environment. If our international business increases relative to our total business, these factors could have a more pronounced
effect on our operating results or growth prospects.

Risks Related to Our Industry

The investment management business is intensely competitive.

The investment management business is intensely competitive, with competition based on a variety of factors, including

investment performance, the quality of service provided to clients, brand recognition and business reputation. Our investment
management business competes with a variety of traditional and alternative asset managers, commercial banks, investment banks and
other financial institutions. A number of factors serve to increase our competitive risks:

•

some of our competitors have more relevant experience, greater financial and other resources and more personnel than we
do;

there are relatively few barriers to entry impeding new asset management firms, including a relatively low cost of entering
these lines of business, and the successful efforts of new entrants into our various lines of business have resulted in increased
competition;

if, as we expect, allocation of assets to alternative investment strategies increases, there may be increased competition for
alternative investments and access to fund general partners and managers;

certain investors may prefer to invest with private partnerships; and

other industry participants will from time to time seek to recruit our investment professionals and other employees away from
us.

This competitive pressure could adversely affect our ability to make successful investments and restrict our ability to raise future

funds, either of which would materially and adversely impact our business, financial condition and results of operations.

Difficult market conditions can adversely affect our business by reducing the market value of the assets we manage or

causing our customized separate account clients to reduce their investments in private markets.

The future global market and economic climate may deteriorate because of many factors beyond our control, including rising
interest rates or inflation, the availability of credit, changes in laws, terrorism or political uncertainty. We may not be able to or may
choose not to manage our exposure to these market conditions. Market deterioration could cause us, the specialized funds and
customized separate accounts we manage or the funds in which they invest to experience tightening of liquidity, reduced earnings and

cash flow, and impairment charges, as well as challenges in raising additional capital, obtaining investment financing and making
investments on attractive terms. These market conditions can also have an impact on our ability and the ability of funds in which we
and our clients invest to liquidate positions in a timely and efficient manner. More costly and restrictive financing also may adversely
impact the returns of our co-investments in leveraged buyout transactions and, therefore, adversely affect the results of operations
and financial condition of our co-investment funds.

Our business could generate lower revenue in a general economic downturn or a tightening of global credit markets. While our
revenue continued to grow during the economic downturn beginning in 2008, we may not experience a similar outcome during future
downturns. A general economic downturn or tightening of global credit markets may result in reduced opportunities to find suitable
investments and make it more difficult for us, or for the funds in which we and our clients invest, to exit and realize value from
existing investments, potentially resulting in a decline in the value of the investments held in our clients’ portfolios. Such a decline could
cause our revenue and net income to decline by causing some of our clients to reduce their investments in private markets in favor of
investments they perceive as offering greater opportunity or lower risk, which would result in lower fees being paid to us.

A general economic downturn or a tightening of global credit markets may also reduce the commitments our clients are able to
devote to alternative investments generally and make it more difficult for the funds in which we invest to obtain funding for additional
investments at attractive rates, which would further reduce our profitability.

Our profitability may also be adversely affected by our fixed costs and the possibility that we would be unable to scale back other
costs within a time frame sufficient to match any decreases in revenue relating to changes in market and economic conditions. If our
revenue declines without a commensurate reduction in our expenses, our net income will be reduced. Accordingly, difficult market
conditions could materially and adversely affect our business, financial condition and results of operations.

Increased government regulation, compliance failures and changes in law or regulation could adversely affect us.

Governmental authorities around the world in recent years have called for or implemented financial system and participant

regulatory reform in reaction to volatility and disruption in the global financial markets, financial institution failures and financial frauds.
Such reform includes, among other things, additional regulation of investment funds, as well as their managers and activities, including
compliance, risk management and anti-money laundering procedures; restrictions on specific types of investments and the provision
and use of leverage; implementation of capital requirements; limitations on compensation to managers; and books and records,
reporting and disclosure requirements. We cannot predict with certainty the impact on us, our specialized funds or customized
separate accounts, or on private markets funds generally, of any such reforms. Any of these regulatory reform measures could have
an adverse effect on our specialized funds’ and customized separate accounts’ investment strategies or our business model. We may
incur significant expense in order to comply with such reform measures. Additionally, legislation, including proposed legislation
regarding executive compensation and taxation of carried interest, may adversely affect our ability to attract and retain key personnel.

We could also be adversely affected in the future by changes in applicable tax laws, regulations, or administrative interpretations

thereof. The Trump Administration and key members of Congress have made public statements indicating that U.S. corporate tax
reform is a high priority, and the U.S. Congress is expected to propose sweeping changes to the U.S. tax system, including changes to
corporate tax rates and the taxation of income earned outside the United States (including the taxation of previously unrepatriated
foreign earnings). There remains a substantial lack of clarity around the likelihood, timing

and details of any potential tax reform and the impact of such tax reform on us or an investment in our Class A common stock. Any
changes to the tax laws as part of such tax reform or otherwise, with or without retroactive application, could materially and adversely
affect our investors, the companies in which our funds invest or us.

Our advisory and investment management businesses are subject to regulation in the United States, including by the Securities and

Exchange Commission (the “SEC”), the Commodity Futures Trading Commission (the “CFTC”), the Internal Revenue Service (the
“IRS”) and other regulatory agencies, pursuant to, among other laws, the Investment Advisers Act of 1940 (the “Investment Advisers
Act”), the Securities Act, the Internal Revenue Code of 1986, as amended, (the “Code”), the Commodity Exchange Act, and the
Exchange Act. Any change in such regulation or oversight may have a material adverse impact on our operating results. Our failure
to comply with applicable laws or regulations could result in fines, suspensions of personnel or other sanctions, including revocation of
our registration as an investment adviser. Even if a sanction imposed against us or our personnel is small in monetary amount, the
adverse publicity arising from the imposition of sanctions against us by regulators could harm our reputation and cause us to lose
existing clients or fail to gain new clients.

As a result of recent highly publicized financial scandals, investors have exhibited concerns over the integrity of the U.S. financial

markets, and the regulatory environment in which we operate is subject to further regulation in addition to those rules already
promulgated. For example, there are a significant number of new and proposed regulations that may affect our business under the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The SEC in particular has increased
its regulation of the asset management and private equity industries in recent years, focusing on the private equity industry’s fees,
allocation of expenses to funds, valuation practices, allocation of fund investment opportunities, disclosures to fund investors, the
allocation of broken-deal expenses and general conflicts of interest disclosures. The SEC has also heightened its focus on the
valuation processes employed by investment advisers. The lack of readily ascertainable market prices for many of the investments
made by our specialized funds or customized separate accounts or the funds in which we invest could subject our valuation policies
and processes to increased scrutiny by the SEC. We may be adversely affected as a result of new or revised legislation or regulations
imposed by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the
financial markets. The pending exit of the United Kingdom from the European Union (“EU”) may subject us to new and increased
regulations if we can no longer rely on “passporting” privileges that allow U.K. financial institutions to access the EU single market
without restrictions. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by
these governmental authorities and self-regulatory organizations.

To the extent that HLA is a “fiduciary” under ERISA, with respect to benefit plan clients, it is subject to ERISA, and to
regulations promulgated thereunder. ERISA and applicable provisions of the Code impose certain duties on persons who are
fiduciaries under ERISA, prohibit certain transactions involving ERISA plan clients and provide monetary penalties for violations of
these prohibitions. Our failure to comply with these requirements could have a material adverse effect on our business. In addition, a
court could find that one of our co-investment funds has formed a partnership-in-fact conducting a trade or business and would
therefore be jointly and severally liable for the portfolio company’s unfunded pension liabilities.

In addition, HLA is registered as an investment adviser with the SEC and is subject to the requirements and regulations of the

Investment Advisers Act. Such requirements relate to, among other things, restrictions on entering into transactions with clients,
maintaining an effective compliance program, incentive fees, solicitation arrangements, allocation of investments, recordkeeping and
reporting

requirements, disclosure requirements, limitations on agency cross and principal transactions between an adviser and their advisory
clients, as well as general anti-fraud prohibitions. As a registered investment adviser, HLA has fiduciary duties to its clients. A failure
to comply with the obligations imposed by the Advisers Act, including recordkeeping, advertising and operating requirements,
disclosure obligations and prohibitions on fraudulent activities, could result in investigations, sanctions and reputational damage, and
could materially and adversely affect our business, financial condition and results of operations.

Federal, state and foreign anti-corruption and sanctions laws create the potential for significant liabilities and penalties

and reputational harm.

We are also subject to a number of laws and regulations governing payments and contributions to political persons or other third
parties, including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”) as well as trade sanctions and export control
laws administered by the Office of Foreign Assets Control (“OFAC”) the U.S. Department of Commerce and the U.S. Department
of State. The FCPA is intended to prohibit bribery of foreign governments and their officials and political parties, and requires public
companies in the United States to keep books and records that accurately and fairly reflect those companies’ transactions. OFAC, the
U.S. Department of Commerce and the U.S. Department of State administer and enforce various export control laws and regulations,
including economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states,
organizations and individuals. These laws and regulations relate to a number of aspects of our business, including servicing existing
fund investors, finding new fund investors, and sourcing new investments, as well as activities by the portfolio companies in our
investment portfolio or other controlled investments.

Similar laws in non-U.S. jurisdictions, such as EU sanctions or the U.K. Bribery Act, as well as other applicable anti-bribery, anti-

corruption, anti-money laundering, or sanction or other export control laws in the U.S. and abroad, may also impose stricter or more
onerous requirements than the FCPA, OFAC, the U.S. Department of Commerce and the U.S. Department of State, and
implementing them may disrupt our business or cause us to incur significantly more costs to comply with those laws. Different laws
may also contain conflicting provisions, making compliance with all laws more difficult. If we fail to comply with these laws and
regulations, we could be exposed to claims for damages, civil or criminal financial penalties, reputational harm, incarceration of our
employees, restrictions on our operations and other liabilities, which could negatively affect our business, operating results and
financial condition. In addition, we may be subject to successor liability for FCPA violations or other acts of bribery, or violations of
applicable sanctions or other export control laws committed by companies in which we or our funds invest or which we or our funds
acquire. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our
personnel with the FCPA and other anti-corruption, sanctions and export control laws in jurisdictions in which we operate, such
policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the FCPA
or other applicable anti-corruption, sanctions or export control laws could subject us to, among other things, civil and criminal penalties,
material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one
of which could adversely affect our business prospects, financial condition, results of operations or the market value of our Class A
common stock.

Regulation of investment advisors outside the United States could adversely affect our ability to operate our business.

We provide investment advisory and other services and raise funds in a number of countries and jurisdictions outside the United
States. In many of these countries and jurisdictions, which include the EU, the EEA, the individual member states of each of the EU
and EEA, Hong Kong, Korea, Brazil and

Japan, we and our operations, and in some cases our personnel, are subject to regulatory oversight and requirements. In general, these
requirements relate to registration, licenses for our personnel, periodic inspections, the provision and filing of periodic reports, and
obtaining certifications and other approvals. Across the EU, we are subject to the AIFMD, under which we are subject to regulatory
requirements regarding, among other things, registration for marketing activities, the structure of remuneration for certain of our
personnel and reporting obligations. Individual member states of the EU have imposed additional requirements that may include
internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of
depository and custodial requirements. Because some EEA countries have not yet incorporated the AIFMD into their agreement with
the EU, we may undertake marketing activities and provide services in those EEA countries only in compliance with applicable local
laws. Outside the EEA, the regulations to which we are subject primarily to registration and reporting obligations.

It is expected that additional laws and regulations will come into force in the EEA, the EU, and other countries in which we
operate over the coming years. These laws and regulations may affect our costs and manner of conducting business in one or more
markets, the risks of doing business, the assets that we manage or advise, and our ability to raise capital from investors. In addition,
the pending exit of the United Kingdom from the EU may have adverse economic, political and regulatory effects on the operation of
our business. Any failure by us to comply with either existing or new laws or regulations could have a material adverse effect on our
business, financial condition and results of operations.

Volatile market, political and economic conditions can adversely affect investments made by our specialized funds,

customized separate accounts and advisory accounts.

Since 2008, there has been continued volatility and disruption in the global financial markets. Volatility and disruption in the equity

and credit markets could adversely affect the portfolio companies in which the private markets funds invest, which, in turn, would
adversely affect the performance of our specialized funds, customized separate accounts and advisory accounts. For example, the
lack of available credit or the increased cost of credit may materially and adversely affect the performance of funds that rely heavily
on leverage such as leveraged buyout funds. Disruptions in the debt and equity markets may make it more difficult for funds to exit
and realize value from their investments, because potential buyers of portfolio companies may not be able to finance acquisitions and
the equity markets may become unfavorable for IPOs. In addition, the volatility will directly affect the market prices of securities
issued by many companies for reasons unrelated to their operating performance and may adversely affect the valuation of the
investments of our specialized funds, customized separate accounts and advisory accounts. Any or all of these factors may result in
lower investment returns. Governmental authorities have undertaken, and may continue to undertake, a variety of initiatives designed
to strengthen and stabilize the economy and the financial markets. However, there can be no assurance that these initiatives will be
successful, and there is no way to predict the ultimate impact of the disruption or the effect that these initiatives will have on the
performance of our specialized funds, customized separate accounts or advisory accounts.

Investments in many industries have experienced significant volatility over the last several years. The ability to realize investments

depends not only on our investments and the investments made by the private markets funds and portfolio companies in which we
invest and their respective results and prospects, but also on political and economic conditions, which are out of our control. Continued
volatility in political or economic conditions, including an outbreak or escalation of major hostilities, declarations of war, terrorist actions
or other substantial national or international calamities or emergencies, could have a material adverse effect on our business, financial
condition and results of operations.

Risks Related to Our Organizational Structure

Our management has not previously managed a public company.

Prior to our IPO in February 2017, our management team operated our business as a privately owned company. The individuals

who now constitute our management have not previously managed a publicly traded company. Compliance with public company
requirements will place significant additional demands on our management and will require us to continue to enhance our investor
relations, legal, financial and tax reporting, internal audit, compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) and corporate communications functions. These additional efforts may strain our resources and divert management’s attention
from other business concerns, which could adversely affect our business and profitability.

Fulfilling our public company financial reporting and other regulatory obligations will be expensive and time consuming.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company.

For example, we are subject to the reporting requirements of the Exchange Act, and are required to comply with the applicable
requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the
SEC and the NASDAQ Stock Market, including the establishment and maintenance of effective disclosure controls and internal
controls over financial reporting and implementation of public company corporate governance practices. We expect that compliance
with these requirements will increase our legal and financial compliance costs for our historical experience and will make some
activities more time consuming and costly. The Exchange Act requires, among other things, that we file annual, quarterly and current
reports with respect to our business and operating results. We will need to hire additional accounting and financial staff with
appropriate public company experience and technical accounting knowledge. We cannot predict or estimate the amount of additional
costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating

uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming.
These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a
result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. This could result in
continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance
practices. We will continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result
in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating
activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended
by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal
proceedings against us, and our business, financial condition and results of operations could be materially and adversely affected.

As a result of disclosure of information as a public company, our business and financial condition will become more visible, which
may result in threatened or actual litigation, including by competitors and other third parties. If the claims are successful, our business,
financial condition and results of operations could be materially and adversely affected. Even if the claims do not result in litigation or
are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our
management and adversely affect our business operations and financial results. These factors could

also make it more difficult for us to attract and retain qualified employees, executive officers and members of our board of directors.

We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and
officer liability insurance on desired terms. As a result, it may be more difficult for us to attract and retain qualified people to serve on
our board of directors or our board committees or to serve as executive officers.

We are a “controlled company” within the meaning of the NASDAQ listing standards and, as a result, will qualify for,
and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections
afforded to stockholders of companies that are subject to such requirements.

Holders of our Class B common stock, which is not publicly traded, control a majority of the voting power of our outstanding
common stock. As a result, we qualify as a “controlled company” within the meaning of the corporate governance standards of the
NASDAQ Stock Market. Under these rules, a listed company of which more than 50% of the voting power is held by an individual,
group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements,
including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be
selected or recommended to the board by independent directors and (iii) we have a compensation committee that is composed entirely
of independent directors.

We have elected to rely on these exemptions and expect to continue to do so. As a result, we will not have a majority of
independent directors, our compensation committee will not consist entirely of independent directors and our directors will not be
nominated or selected by independent directors. Accordingly, you will not have the same protections afforded to stockholders of
companies that are subject to all of the corporate governance requirements of the NASDAQ Stock Market.

We have identified a material weakness in our internal control over financial reporting, and any inability to maintain

effective internal control over financial reporting could have a material adverse effect on our business.

During the course of preparing our audited financial statements for this Form 10-K, we, in conjunction with our independent
registered public accounting firm, concluded that a lack of adequate controls surrounding certain calculations under the tax receivable
agreement entered into in connection with our IPO constituted a material weakness in our internal control over financial reporting.
Specifically, our initial calculations were performed in a manner inconsistent with the terms of the agreement. The error was identified
and corrected in the course of preparing our audited financial statements for the year ended March 31, 2017. As a result of the
identification of this material weakness, we have implemented measures designed to improve our internal control over financial
reporting, including hiring a Director of Tax, implementing procedures intended to ensure that future calculations are performed
correctly, and establishing additional monitoring and oversight controls. We cannot be certain that these efforts will be sufficient to
remediate or prevent future material weaknesses or significant deficiencies from occurring.

Our internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 of
the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance
with Section 404 could have a material adverse effect on our business and the price of our Class A common stock.

Our internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 of the
Sarbanes-Oxley Act (“Section 404”) that we will eventually be required to meet as a public company. We are in the process of
addressing our internal controls over financial reporting and are establishing formal committees to oversee our policies and processes
related to financial reporting and to the identification of key financial reporting risks, assessment of their potential impact and linkage
of those risks to specific areas and activities within our organization. We are not required to provide management’s assessment of our
internal control over financial reporting in this annual report due to a transition period established by the SEC for newly public
companies.

We do not currently have comprehensive documentation of our system of controls, nor do we yet fully document or test our
compliance with this system on a periodic basis in accordance with Section 404. Furthermore, we have not yet fully tested our internal
controls in accordance with Section 404 and, due to our lack of documentation, such a test would not be possible to perform at this
time. However, in the course of preparing our audited consolidated financial statements for this Form 10-K, we identified a material
weakness in our internal control over financial reporting related to our calculation of deferred taxes and payables under the tax
receivable agreement we entered into in connection with our IPO. We cannot conclude in accordance with Section 404 that we do
not have additional material weaknesses, or significant deficiencies that could result in the conclusion that we have a material
weakness in our internal controls in accordance with such rules.

We have begun the process of documenting and testing our internal control procedures to satisfy the requirements of Section 404,

which requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by
our independent registered public accounting firm addressing these assessments. Matters affecting our internal controls may cause us
to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including
sanctions by the SEC or violations of the NASDAQ listing rules. There could also be a negative reaction in the financial markets due
to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial
statements is also likely to suffer if our independent registered public accounting firm reports a material weakness in our internal
control over financial reporting. This could materially and adversely affect us and lead to a decline in the price of our Class A
common stock. In addition, we will incur incremental costs in order to improve our internal control over financial reporting and comply
with Section 404, including increased auditing and legal fees and costs associated with hiring additional experienced accounting,
finance, tax, legal and administrative staff. We will need to hire additional personnel to design and apply controls to areas of significant
complex transactions and technical accounting matters.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal
controls over financial reporting pursuant to Section 404 until the later of our next annual report or the date we are no longer an
emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the
event it is not satisfied with the level at which our controls are documented, designed or operating.

Our only material asset is our interest in HLA, and we are accordingly dependent upon distributions from HLA to pay

dividends and taxes and other expenses.

HLI is a holding company and has no material assets, and other than its ownership of membership units in HLA, HLI does not
have any independent means of generating revenue. We intend to cause HLA to make pro rata distributions to its members, including
us, in an amount at least sufficient to allow us to pay all applicable taxes, to make payments under the tax receivable agreement we
have entered into with the direct and indirect members of HLA, and to pay our corporate and other overhead expenses. To the extent
that HLI needs funds, and HLA is restricted from making such distributions under applicable laws or regulations, or is otherwise
unable to provide such funds, it could materially and adversely affect our liquidity and financial condition.

The IRS might challenge the tax basis step-up we received in connection with our IPO and the related transactions and

in connection with future acquisitions of membership units in HLA.

We used a portion of the proceeds from our IPO to purchase membership units in HLA from certain of the existing direct or
indirect members of HLA, which resulted in an increase in our share of the tax basis of the assets of HLA that otherwise would not
have been available. The HLA membership units held directly or indirectly by the members of HLA other than us, including members
of our senior management team, may in the future be exchanged for shares of our Class A common stock. Similar to our initial
purchase of membership units, those exchanges are also likely to result in increases in our share of the tax basis of the assets of HLA
that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that we would otherwise be
required to pay in the future, although it is possible that the IRS might challenge all or part of that tax basis increase, and a court might
sustain such a challenge. Our ability to achieve benefits from any tax basis increase will depend upon a number of factors, as
discussed below, including the timing and amount of our future income.

We will be required to pay over to existing direct or indirect members of HLA most of the tax benefits we receive from tax

basis step-ups attributable to our acquisition of membership units of HLA in the future and the amount of those payments
could be substantial.

We have entered into a tax receivable agreement for the benefit of the direct and indirect members of HLA other than us,

pursuant to which we will pay them 85% of the amount of the tax savings, if any, that we realize (or, under certain circumstances, are
deemed to realize) as a result of increases in tax basis (and certain other tax benefits) resulting from our acquisition of membership
units or as a result of certain items of loss being specially allocated to us for tax purposes in connection with dispositions by HLA of
certain investment assets. HLI will retain the benefit of the remaining 15% of these tax savings.

The term of the tax receivable agreement commenced upon the completion of our IPO and will continue until all tax benefits that

are subject to the tax receivable agreement have been utilized or have expired, unless we exercise our right to terminate the tax
receivable agreement (or the tax receivable agreement is terminated due to a change of control or our breach of a material obligation
thereunder), in which case, we will be required to make the termination payment specified in the tax receivable agreement. In
addition, payments we make under the tax receivable agreement will be increased by any interest accrued from the due date (without
extensions) of the corresponding tax return.

The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary
depending on a number of factors, including, but not limited to, the price of our Class A common stock at the time of the purchase or
exchange, the timing of any future exchanges, the extent to which exchanges are taxable, the amount and timing of our income and
the tax rates then applicable. We expect that, as a result of the increases in the tax basis of the tangible and intangible assets

of HLA attributable to the exchanged HLA interests, the payments that we may make to the existing direct or indirect members of
HLA could be substantial. There may be a material negative effect on our liquidity if, as described below, the payments under the tax
receivable agreement exceed the actual benefits we receive in respect of the tax attributes subject to the tax receivable agreement
and/or distributions to us by HLA are not sufficient to permit us to make payments under the tax receivable agreement.

In certain circumstances, payments under the tax receivable agreement may be accelerated and/or significantly exceed

the actual tax benefits we realize.

The tax receivable agreement provides that if we exercise our right to early termination of the tax receivable agreement, in whole

or in part, we experience a change in control, or we materially breach our obligations under the tax receivable agreement, we will be
obligated to make an early termination payment to the existing direct or indirect members of HLA equal to the net present value of all
payments that would be required to be paid by us under the tax receivable agreement. The amount of such payments will be
determined on the basis of certain assumptions in the tax receivable agreement, including (i) the assumption (except in the case of a
partial termination) that we would have enough taxable income in the future to fully utilize the tax benefit resulting from any increased
tax basis that results from an exchange and (ii) the assumption that any units (other than those held by Hamilton Lane Incorporated)
outstanding on the termination date are deemed to be exchanged for shares of Class A common stock on the termination date. Any
early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the
termination payment relates.

Moreover, as a result of an elective early termination, a change of control or our material breach of our obligations under the tax

receivable agreement, we could be required to make payments under the tax receivable agreement that exceed our actual cash
savings under the tax receivable agreement. Thus, our obligations under the tax receivable agreement could have a substantial
negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other
forms of business combinations or changes of control. There can be no assurance that we will be able to finance any such early
termination payment. It is also possible that the actual benefits ultimately realized by us may be significantly less than were projected
in the computation of the early termination payment.

We will not be reimbursed for any payments previously made under the tax receivable agreement if the basis increases described

above are successfully challenged by the IRS or another taxing authority. As a result, in certain circumstances, payments could be
made under the tax receivable agreement in excess of our ultimate cash tax savings.

In certain circumstances, HLA will be required to make distributions to us and the direct and indirect owners of HLA,

and the distributions that HLA will be required to make may be substantial.

HLA is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax.
Instead, taxable income will be allocated to members, including us. Pursuant to the HLA Operating Agreement, HLA will make pro
rata cash distributions, or tax distributions, to the members, including us, calculated using an assumed tax rate, to help each of the
members to pay taxes on such member’s allocable share of the cumulative taxable income, reduced by cumulative taxable losses.
Under applicable tax rules, HLA is required to allocate net taxable income disproportionately to its members in certain circumstances.
Because tax distributions will be determined based on the member who is allocated the largest amount of taxable income on a per unit
basis and on an assumed tax rate that is the highest possible rate applicable to any member, but will be made pro rata based on
ownership, HLA will be required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes that HLA
would have paid if it were taxed on its net income at the assumed rate. The pro rata distribution amounts will also be increased to the
extent necessary, if any, to ensure that the amount distributed to HLI

is sufficient to enable HLI to pay its actual tax liabilities and its other expenses and costs (including amounts payable under the tax
receivable agreement).

Funds used by HLA to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, the
tax distributions HLA will be required to make may be substantial, and may exceed (as a percentage of HLA’s income) the overall
effective tax rate applicable to a similarly situated corporate taxpayer. In addition, because these payments will be calculated with
reference to an assumed tax rate, and because of the disproportionate allocation of net taxable income, these payments will likely
significantly exceed the actual tax liability for many of the existing owners of HLA.

As a result of potential differences in the amount of net taxable income allocable to us and to the direct and indirect owners of
HLA, as well as the use of an assumed tax rate in calculating HLA’s distribution obligations, we may receive distributions significantly
in excess of our tax liabilities and obligations to make payments under the tax receivable agreement. If we do not distribute such cash
balances as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to HLA, the
existing owners of HLA would benefit from any value attributable to such accumulated cash balances as a result of their ownership
of Class A common stock following an exchange of their Class B units or Class C units.

If Hamilton Lane Incorporated were deemed an “investment company” under the Investment Company Act as a result

of its ownership of HLA, applicable restrictions could make it impractical for us to continue our business as contemplated
and could have a material adverse effect on our business.

An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if:

•

it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or
trading in securities; or

absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the
value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are engaged primarily in the business of providing asset management services and not in the business of

investing, reinvesting or trading in securities. We also believe that the primary source of income from each of our businesses is
properly characterized as income earned in exchange for the provision of services. We hold ourselves out as an asset management
firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not
believe that either Hamilton Lane Incorporated or HLA is an “orthodox” investment company as defined in section 3(a)(1)(A) of the
Investment Company Act and described in the first bullet point above. HLA does not have significant assets other than its equity
interests in certain wholly owned subsidiaries, which in turn will have no significant assets other than general partner interests in the
specialized funds we sponsor. These wholly owned subsidiaries will be the sole general partners of the funds and will be vested with
all management and control over the funds. We do not believe the equity interests of HLA in its wholly owned subsidiaries or the
general partner interests of these wholly owned subsidiaries in the funds are investment securities. Hamilton Lane Incorporated’s
unconsolidated assets will consist primarily of cash, a deferred tax asset and Class A units of HLA, which represent the managing
member interest in HLA. Hamilton Lane Incorporated is the sole managing member of HLA and holds an approximately 34.4%
economic interest in HLA. As managing member, Hamilton Lane Incorporated will exercise complete control over HLA. As such,
we do not believe Hamilton Lane Incorporated’s managing member interest in HLA is an investment security. Therefore, we believe
that less than 40% of Hamilton Lane

Incorporated’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis comprise assets that
could be considered investment securities. Accordingly, we do not believe Hamilton Lane Incorporated is an inadvertent investment
company by virtue of the 40% test in section 3(a)(1)(C) of the Investment Company Act as described in the second bullet point
above. In addition, we believe Hamilton Lane Incorporated is not an investment company under section 3(b)(1) of the Investment
Company Act because it is primarily engaged in a non-investment company business.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operations of
investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with
affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain
governance requirements. We intend to conduct our operations so that Hamilton Lane Incorporated will not be deemed to be an
investment company under the Investment Company Act. However, if anything were to happen that would cause Hamilton Lane
Incorporated to be deemed to be an investment company under the Investment Company Act, requirements imposed by the
Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including us) and
ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the
agreements and arrangements between and among HLA, us or our senior management team, or any combination thereof and
materially and adversely affect our business, financial condition and results of operations.

A change of control of our Company, including the occurrence of a “Sunset,” could result in an assignment of our investment
advisory agreements.

Under the Investment Advisers Act, each of the investment advisory agreements for the funds and other accounts we manage
must provide that it may not be assigned without the consent of the particular fund or other client. An assignment may occur under
the Investment Advisers Act if, among other things, HLA undergoes a change of control. After a “Sunset” becomes effective (as
described in “Organizational Structure-Voting Rights of Class A and Class B Common Stock”), the Class B Common Stock will have
one vote per share instead of ten votes per share, and the Stockholders Agreement will expire, meaning that the Class B Holders
party thereto will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our
stockholders for a vote. These events could be deemed a change of control of HLA, and thus an assignment. If such an assignment
occurs, we cannot be certain that HLA will be able to obtain the necessary consents from our funds and other clients, which could
cause us to lose the management fees and performance fees we earn from such funds and other clients.

Because members of our senior management team hold their economic interest through other entities, conflicts of interest
may arise between them and holders of shares of our Class A common stock or us.

Members of our senior management team beneficially own approximately 52% of the outstanding units in HLA. Because they
hold their economic interest in HLA directly through existing holding companies rather than through ownership of shares of our Class
A common stock, the members of our senior management team may have interests that do not align with, or conflict with, those of the
holders of Class A common stock or with us. For example, members of our senior management team will have different tax positions
from Class A common stockholders, which could influence their decisions regarding whether and when to dispose of assets, whether
and when to incur new or refinance existing indebtedness, and whether and when we should terminate the tax receivable agreement
and accelerate the obligations thereunder. In addition, the structuring of future transactions and investments may take into
consideration the members’ tax considerations even where no similar benefit would accrue to us.

There may not be an active trading market for shares of our Class A common stock.

Prior to our IPO, there was no public trading market for shares of our Class A common stock. It is possible that an active trading
market will not continue, which would make it difficult for you to sell your shares of Class A common stock at an attractive price or at
all.

The disparity in the voting rights among the classes of our common stock and inability of the holders of our Class A
common stock to influence decisions submitted to a vote of our stockholders may have an adverse effect on the price of our
Class A common stock.

Holders of our Class A common stock and Class B common stock will vote together as a single class on almost all matters
submitted to a vote of our stockholders. Shares of our Class A common stock and Class B common stock entitle the respective
holders to identical non-economic rights, except that each share of our Class A common stock will entitle its holder to one vote on all
matters to be voted on by stockholders generally, while each share of our Class B common stock will entitle its holder to ten votes
until a Sunset becomes effective. See “Organizational Structure-Class A and Class B Common Stock.” After a Sunset becomes
effective, each share of our Class B common stock will entitle its holder to one vote. Certain of the holders of our Class B common
stock who are significant outside investors, members of management and significant employee owners have agreed to vote all of their
shares in accordance with the instructions of HLA Investments, LLC (“HLAI”), and will therefore be able to exercise control over all
matters requiring the approval of our stockholders, including the election of our directors and the approval of significant corporate
transactions. See “Stockholders Agreement” in Part III, Item 13. The difference in voting rights could adversely affect the value of
our Class A common stock to the extent that investors view, or any potential future purchaser of our Company views, the superior
voting rights and implicit control of the Class B common stock to have value.

The historical financial information in this Form 10-K may not permit you to assess our future performance, including

our costs of operations.

The historical financial information in this Form 10-K does not reflect the added costs we expect to incur as a public company or

the resulting changes that will occur in our capital structure and operations. For more information on our historical financial
information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and the
historical consolidated financial statements in Part II, Item 8 of this Form 10-K.

We are an emerging growth company, and reduced reporting and disclosure requirements applicable to emerging

growth companies could make our Class A common stock less attractive to investors.

We are an emerging growth company and, for as long as we continue to be an emerging growth company, we may choose to

continue to take advantage of exemptions from various reporting requirements applicable to other public companies but not to
“emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting
firm audit our internal control over financial reporting under Section 404, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an
emerging growth company for up to five years following the completion of our IPO. We will cease to be an emerging growth
company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of our IPO, (ii) the first fiscal year after our
annual gross revenues are $1.07 billion or more, (iii) the date on which we have, during the previous three-year period, issued more
than $1.0 billion in non-convertible debt

securities or (iv) the end of any fiscal year in which the market value of our Class A common stock held by non-affiliates is at least
$700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our Class A common stock
less attractive if we choose to rely on these exemptions. If some investors find our Class A common stock less attractive as a result
of any choices to reduce future disclosure, there may be a less active trading market for our Class A common stock, and the price of
our Class A common stock may be more volatile.

Our share price may decline due to the large number of shares eligible for future sale and for exchange.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of Class A common
stock in the market or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might
make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. We have
outstanding 19,266,421 shares of Class A common stock, of which only a portion are presently freely tradable. Shares of Class A
common stock issued in the Reorganization to the Direct HLI Stockholders are “restricted securities” and their resale is subject to
future registration or reliance on an exemption from registration.

We have agreed with the underwriters not to dispose of or hedge any of our common stock, subject to specified exceptions, for a

180 lock-up period beginning on February 28, 2017, the date our IPO registration statement became effective, except with the prior
written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. Subject to this agreement, we may issue and sell
additional shares of Class A common stock in the future.

Our directors and executive officers, certain of their affiliates, and certain of our stockholders have agreed with the underwriters

not to dispose of or hedge any of our common stock, subject to specified exceptions, for that same 180-day period, except with the
prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. After the expiration of the 180-day lock-up
period, the approximately 34.4 million shares of Class A common stock issuable upon exchange of the Class B units and Class C units
that are held by Class B Holders and Class C Holders, respectively, will be eligible for resale from time to time, subject to certain
contractual, exchange timing and volume, and Securities Act restrictions.

We have entered into a registration rights agreement with certain Class B Holders who are significant outside investors, members
of management and significant employee owners. Under that agreement, after the expiration of the 180-day lock-up period, subject to
certain limitations, these persons will have the ability to cause us to register the resale of shares of our Class A common stock that
they acquire upon exchange of their Class B units and Class C units in HLA.

We may pay dividends to our stockholders, but our ability to do so is subject to the discretion of our board of directors and

may be limited by our holding company structure and applicable provisions of Delaware and Pennsylvania law.

We may pay cash dividends to our stockholders. Our board of directors may, in its discretion, decrease the level of dividends or

discontinue the payment of dividends entirely. In addition, as a holding company, we will be dependent upon the ability of HLA to
generate earnings and cash flows and distribute them to us so that we may pay our obligations and expenses (including our taxes and
payments under the tax receivable agreement) and pay dividends to our stockholders. We expect to cause HLA to make distributions
to its members, including us. However, the ability of HLA to make such distributions will be subject to its operating results, cash
requirements and financial condition and applicable Pennsylvania law (which may limit the amount of funds available for distribution to
its members). Our ability to declare and pay dividends to our stockholders is likewise subject to Delaware law (which may

limit the amount of funds available for dividends). If, as a consequence of these various limitations and restrictions, we are unable to
generate sufficient distributions from our business, we may not be able to make, or may be required to reduce or eliminate, the
payment of dividends on our Class A common stock.

The market price of our Class A common stock may be volatile, which could cause the value of your investment to

decline.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general

economic, market or political conditions, could reduce the market price of our Class A common stock in spite of our operating
performance. In addition, our operating results could be below the expectations of public market analysts and investors, and in
response, the market price of our Class A common stock could decrease significantly. In the past, companies that have experienced
volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of
litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other
business concerns, which could harm our business.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more
difficult, limit attempts by our stockholders to replace or remove our current management and may negatively affect the
market price of our Class A common stock.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or

changes in our management. Our certificate of incorporation and bylaws include provisions that:

•

provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less
than a quorum;

establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;

require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by
written consent, except that action by written consent will be allowed for as long as we are a controlled company;

specify that special meetings of our stockholders can be called only by our board of directors or the chairman of our board of
directors;

establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed
nominations of persons for election to our board of directors;

authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated
preferred stock; and

reflect two classes of common stock, as discussed above.

These and other provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current
management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for
appointing the members of our management. Also, the tax receivable agreement provides that, in the event of a change of control, we
will be required to make a payment equal to the present value of estimated future payments under the tax receivable agreement,
which would result in a significant payment becoming due in the event of a change of control. In addition,

we are a Delaware corporation and governed by the Delaware General Corporation Law (the “DGCL”). Section 203 of the DGCL
generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested”
stockholder, in particular those owning 15% or more of our outstanding voting stock, for a period of three years following the date on
which the stockholder became an “interested” stockholder. While we have elected in our certificate of incorporation not to be subject
to Section 203 of the DGCL, our certificate of incorporation contains provisions that have the same effect as Section 203 of the
DGCL, except that they provide that HLAI, its affiliates, groups that include HLAI and certain of their direct and indirect transferees
will not be deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly
will not be subject to such restrictions.

Securities analyst coverage or lack of coverage may have a negative effect on our Class A common stock’s market price.

The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts
publish about us or our business. We do not have any control over these analysts. If securities or industry analysts stop their coverage
of us or additional securities and industry analysts fail to cover us in the future, the trading price for our Class A common stock would
be negatively impacted. If any analyst or analysts who cover us downgrade our Class A common stock, changes their opinion of us or
publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If any analyst or analysts cease
coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, and we could lose
visibility in the financial markets, which could cause our stock price and trading volume to decline.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties

We lease our corporate headquarters and principal offices, which are located at One Presidential Boulevard, Bala Cynwyd,
Pennsylvania 19004. We also lease additional office space in Bala Cynwyd, Pennsylvania, as well as Hong Kong, London, Miami,
New York, Rio de Janeiro, San Diego, San Francisco, Seoul, Herzliya, Israel (a suburb of Tel Aviv) and Tokyo. We do not own any
real property. We believe our current facilities are adequate for our current needs and that suitable additional space will be available
as and when needed.

Item 3. Legal Proceedings

In the normal course of business, we may be subject to various legal, judicial and administrative proceedings. Currently, there are

no material proceedings pending or, to our knowledge, threatened against us.

Item 4: Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Shares of our Class A common stock began trading on the NASDAQ Global Select Market under the symbol “HLNE” on March

1, 2017. Prior to that date, there was no public trading market for shares of our Class A common stock.

The table below shows the highest and lowest prices paid per share for our Class A common stock in the period since our IPO.

Fiscal 2017

Fourth quarter (from March 1)

Highest

Lowest

19.66 $

17.74

There is no established public trading market for our Class B common stock. Class B common stock may not be transferred
independently of the corresponding Class B units, which are subject to significant restrictions on transfer as set forth in the HLA
Operating Agreement.

Holders of Record

As of June 19, 2017, there were 314 stockholders of record of our Class A common stock. The number of record holders does
not include persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers. As of June
19, 2017, there were 37 stockholders of record of our Class B common stock.

Dividend Policy

The declaration and payment by us of any future dividends to holders of our Class A common stock is at the sole discretion of our
board of directors. Our board intends to cause us to pay a cash dividend on a quarterly basis. Subject to funds being legally available,
we will cause HLA to make pro rata distributions to its members, including us, in an amount at least sufficient to allow us to pay all
applicable taxes, to make payments under the tax receivable agreement, and to pay our corporate and other overhead expenses.

Stock Performance Graph

The following graph and table depict the total return to stockholders from the closing price on March 1, 2017 (the date our Class
A common stock began trading on the NASDAQ Stock Market) through March 31, 2017, relative to the performance of the S&P 500
Index and the Dow Jones U.S. Asset Managers Index. The graph and table assume $100 invested on March 1, 2017.

The performance graph and table are not intended to be indicative of future performance. The performance graph and table shall

not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings
under the Securities Act or the Exchange Act.

Hamilton Lane Incorporated

S&P 500

Dow Jones US Asset Managers Index

Use of Proceeds

3/1/2017

3/31/17

100.00

103.61

98.75

96.85

On February 28, 2017, our Registration Statement on Form S-1 (File No. 333-215846), as amended, was declared effective by the

SEC for our IPO pursuant to which we registered and sold an aggregate of 13,656,250 shares of our Class A common stock
(including 1,781,250 shares sold pursuant to the underwriters’ over-allotment option) at a price of $16.00 per share. J.P. Morgan
Securities LLC and Morgan Stanley & Co. LLC acted as joint book-running managers in the offering. Goldman, Sachs & Co. acted
as lead co-manager and Keefe, Bruyette & Woods, Inc., Wells Fargo Securities, LLC and Freeman & Co. Securities LLC acted as
co-managers in the offering. The offering commenced on February 28, 2017 and terminated after sale of all of the securities
registered on the registration statement. The offering closed on March 6, 2017, resulting in net proceeds of $203.2 million after
deducting underwriters’ discounts and commissions of $15.3 million.

The use of proceeds was consistent with the final prospectus filed on March 1, 2017:

•

We used approximately $37.2 million of the net proceeds to purchase membership units in HLA from certain of its then-
existing members, at a per-unit price equal to the IPO price per share of our Class A common stock. Accordingly, we did not
retain any of those proceeds. Certain of these owners are or were affiliates of our directors, officers or persons owning 10%
or more of our Class A common stock.

We used approximately $166.0 million of the net proceeds from our IPO to purchase newly issued membership units in HLA
at a per-unit price equal to the IPO price per share of our Class A common stock. As sole managing member of HLA, we
caused HLA to use approximately $160.0 million of these proceeds to repay principal under the Term Loan and approximately
$6.0 million to pay the expenses incurred in connection with our IPO and the Reorganization and for general corporate
purposes.

Issuer Purchases of Equity Securities

The following table provides information about our share repurchase activity for the quarter ended March 31, 2017:

Period

January 1-31, 2017

February 1-28, 2017

March 1-31, 2017

Total

Total
Number of
Shares
Purchased(1)
-

114,529 $

114,529

Average Price
Paid per
Share

18.79

Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
-

Maximum Approximate
Dollar Value of
Shares
that May Yet Be
Purchased Under the
Plans or Programs
-

(1) Includes shares of Class A common stock tendered by employees as payment of taxes withheld on the vesting of restricted stock granted under the Company’s
2017 Equity Incentive Plan.

Item 6. Selected Financial Data

The following selected consolidated income statement data for the years ended March 31, 2017, 2016, and 2015 and the selected

consolidated balance sheet data as of March 31, 2017 and 2016 are derived from our audited consolidated financial statements
included elsewhere in this Form 10-K. The following selected consolidated income statement data for the years ended March 31,
2014 and 2013, and the selected consolidated balance sheet data as of March 31, 2015, 2014 and 2013 are derived from our audited
consolidated financial statements not included in this Form 10-K. This information should be read in conjunction with, and is qualified
by reference to, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7
and the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K. Our historical results are not
necessarily indicative of the results to be expected in the future.

Income Statement Data

Revenues

Management and advisory fees

Incentive fees

Total revenues

Total expenses

Total other income (expense)

Income before income taxes

Income tax expense (benefit)

Net income

Less: Income attributable to non-controlling interests

Net income attributable to Hamilton Lane Incorporated

Earnings per share of Class A common stock(1):

Basic

Diluted

Non-GAAP Financial Measures

Fee Related Earnings(2)

Adjusted EBITDA(2)

Other Data

Year Ended March 31,

2017

2016

2015

2014

2013

(in thousands, except per share amounts)

172,674 $

157,630 $

145,876 $

130,455 $

112,982

7,146

23,167

9,509

9,309

179,820

180,797

155,385

139,764

103,705

118,963

(1,361)

74,754

316

74,438

73,826

(5,113)

56,721

869

55,852

87,022

3,622

71,985

483

71,502

80,710

7,845

66,899

(128)

67,027

6,179

119,161

68,999

848

51,010

(827)

51,837

612 $

0.03

72,252

83,031

70,381

67,785

63,396

73,707

54,256

64,119

46,837

55,335

Compensation expense on deferred incentive fee revenue(3)

20,348

Balance Sheet Data

Cash and cash equivalents

Investments

Total assets

Deferred incentive fee revenue

Senior secured term loan payable, net

Total liabilities

32,286 $

68,584 $

67,089 $

75,818 $

120,147

102,749

103,360

92,123

57,416

77,861

240,617

196,636

201,500

195,231

170,893

45,166

84,310

45,166

1,960

243,317

107,719

122,426

153,990

308,574

127,810

138,119

147,514

159,952

Total equity (deficit)

86,627

(111,938)

73,690

57,112

10,941

Total liabilities and equity
(1) Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from March 6,

240,617

201,500

196,636

195,231

170,893

2017 through March 31, 2017, the period following the Reorganization and IPO.

(2) Adjusted EBITDA and Fee Related Earnings (“FRE”) are non-GAAP measures. For a further discussion of our non-GAAP measures and a reconciliation from
GAAP financial measures to non-GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-
Non-GAAP Financial Measures” included in Part II, Item 7 of this Form 10-K.

(3) In accordance with our accounting policy with respect to the recognition of incentive fee income, we did not recognize $41.5 million in carried interest

distributions received from specialized funds in fiscal 2016, as all contingencies had not been resolved. However, incentive fee compensation expense of $20.3
million related to the receipt of this carried interest was recognized in fiscal 2016 as we believe it is probable that we will incur the expenses. The $20.3 million
is separately presented above to highlight the incentive fee compensation expense for which we did not recognize the associated incentive fee revenue. The
compensation expense on deferred incentive fee revenue comprises $9.9 million of bonus and other revenue sharing allocations classified as base compensation
and $10.4 million of incentive fee compensation. If none of the associated incentive fee revenue is recognized in a future period and we determine that its
recognition is no longer probable, we will reverse the $20.3 million of previously recognized compensation expense through a clawback and a reduction in
bonus payments. We incurred additional incentive fee compensation expense of $11.4 million in fiscal 2016 associated with incentive fee revenue that is not
reflected in this figure.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with our selected combined financial and operating data and
the accompanying consolidated financial statements and related notes. See “Index to Consolidated Financial Statements of
Hamilton Lane Incorporated.” The historical consolidated financial data discussed below reflect the historical results of
operations and financial position of HLA prior to our IPO in February 2017. The consolidated financial statements of HLA,
our predecessor for accounting purposes, are our historical financial statements for this Form 10-K.

The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual

results could differ materially from those discussed in these forward-looking statements. Factors that could cause or
contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Form 10-K,
particularly in “Risk Factors” and the “Cautionary Note Regarding Forward-Looking Information.” Unless otherwise
indicated, references in this Annual Report on Form 10-K to fiscal 2017, fiscal 2016 and fiscal 2015 are to our fiscal years
ended March 31, 2017, 2016 and 2015, respectively.

Business Overview

We are a global private markets investment solutions provider. We offer a variety of investment solutions to address our clients’
needs across a range of private markets, including private equity, private credit, real estate, infrastructure, natural resources, growth
equity and venture capital. These solutions are constructed from a range of investment types, including primary investments in funds
managed by third-party managers, direct/co-investments alongside such funds and acquisitions of secondary stakes in such funds, with
a number of our clients utilizing multiple investment types. These solutions are offered in a variety of formats covering some or all
phases of private markets investment programs:

•

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

•

Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting and investment
monitoring services, usually bundled into our broader investment solutions offerings, but occasionally on a stand-alone, fee-for-
service basis. Private markets investments are unusually difficult to monitor, report on and administer, and our clients are able
to benefit from our sophisticated infrastructure, which provides clients with real time access to reliable and transparent
investment data, and our high-touch service approach, which allows for timely and informed responses to the multiplicity of
issues that can arise. We also provide comprehensive research and analytical services as part of our investment solutions,
leveraging our large, global, proprietary and high-quality database of private markets investment performance and our suite of
proprietary analytical investment tools.

Our client base primarily comprises institutional investors that range from those seeking to make an initial investment in alternative

Trends Affecting Our Business

Our results of operations are affected by a variety of factors, including conditions in the global financial markets and the economic
and political environments, particularly in the United States, Western Europe and Asia. As interest rates remain near historic lows and
public equities are not able to meet expected returns, we see increasing investor demand for alternative investments to achieve higher
yields. As a result, some investors have increased their allocation to private markets relative to other asset classes. In addition, the
opportunities in private markets have expanded as firms have created new vehicles and products in which to access private markets
across different geographies and opportunity sets.

In addition to the aforementioned macroeconomic and sector-specific trends, we believe the following factors will influence our

future performance:

•

The extent to which investors favor alternative investments. Our ability to attract new capital is partially dependent on
investors’ views of alternative assets relative to traditional publicly listed equity and debt securities. We believe fundraising
efforts will continue to be impacted by certain fundamental asset management trends that include: (1) the increasing
importance and market share of alternative investment strategies to investors in light of an increased focus on lower-
correlated and absolute levels of return; (2) the increasing demands of the investing community, including the potential for fee
compression and changes to other terms; (3) shifting asset allocation policies of institutional investors; and (4) increasing
barriers to entry and growth.

Our ability to generate strong returns. We must continue to generate strong returns for our investors through our
disciplined investment diligence process in an increasingly competitive market. The ability to attract and retain clients is
partially dependent on returns we are able to deliver versus our peers. The capital we are able to attract drives the growth of
our AUM and AUA and the management and advisory fees we earn.

•

Our ability to source investments with attractive risk-adjusted returns. An increasing part of our management fee and
incentive fee revenue has been from our co-investment and secondary investment platforms. The continued growth of this
revenue is dependent on our continued ability to source attractive investments and deploy the capital that we have raised or
manage on behalf of our clients. Because we are selective in the opportunities in which we invest, the capital deployed can
vary from year to year. Our ability to identify attractive investments and execute on those investments is dependent on a
number of factors, including the general macroeconomic environment, valuation, transaction size, and expected duration of
such investment opportunity. A significant decrease in the quality or quantity of potential opportunities could adversely affect
our ability to source investments with attractive risk-adjusted returns.

Our ability to maintain our data advantage relative to competitors. We believe that the general trend towards
transparency and consistency in private markets reporting will create new opportunities for us to leverage our databases and
analytical capabilities. We intend to use these advantages afforded to us by our proprietary databases, analytical tools and
deep industry knowledge to drive our performance, provide our clients with customized solutions across private markets asset
classes and continue to differentiate our products and services from those of our competitors. Our ability to maintain our data
advantage is dependent on a number of factors, including our continued access to a broad set of private market information
on an on-going basis, as well as our ability to maintain our investment scale, considering the evolving competitive landscape
and potential industry consolidation.

Our ability to continue to expand globally. We believe that many institutional investors outside the United States are
currently underinvested in private markets asset classes and that capturing capital inflows into private capital investing from
non-U.S. global markets represents a significant growth opportunity for us. Our ability to continue to expand globally is
dependent on our ability to continue building successful relationships with investors internationally and subject to the evolving
macroeconomic and regulatory environment of the various countries where we operate or in which we invest.

Increased competition to work with top private equity fund managers. There has been a trend amongst private markets
investors to consolidate the number of general partners in which they invest. At the same time, an increasing flow of capital
to the private markets has often times resulted in certain funds being oversubscribed. This has resulted in some investors,
primarily smaller investors or less strategically important investors, not being able to gain access to certain funds. Our ability
to invest and maintain our sphere of influence with these high-performing fund managers is critical to our investors’ success
and our ability to maintain our competitive position and grow our revenue.

Unpredictable global macroeconomic conditions. Global economic conditions, including political environments, financial
market performance, interest rates, credit spreads or other conditions beyond our control, all of which affect the performance
of the assets underlying private market investments, are unpredictable and could negatively affect the performance of our
clients’ portfolios or the ability to raise funds in the future.

Increasing regulatory requirements. The complex regulatory and tax environment could restrict our operations and subject
us to increased compliance costs and administrative burdens, as well as restrictions on our business activities.

Recent Transactions

On March 6, 2017, we completed an IPO pursuant to which we sold an aggregate of 13,656,250 shares of Class A common stock
at a public offering price of $16.00 per share, receiving $203.2 million in net proceeds. We used $37.2 million of the net proceeds from
our IPO to purchase membership units in HLA from certain of its existing owners. We used $160.0 million of the net proceeds from
the IPO to repay principal on our existing senior secured Term Loan (as defined in “-Liquidity and Capital Resources-Historical
Liquidity and Capital Resources-Term Loan”) and the remaining $6.0 million for IPO transaction expenses and general corporate
purposes.

In connection with the IPO, we completed a series of reorganization transactions that included the following:

• the limited liability company operating agreement of HLA was amended and restated to, among other things, (i) effect a reverse
split of existing membership interests; (ii) exchange all of the then-existing membership interests of the members of HLA for Class
B and Class C units, (iii) reclassify all membership interests held by us as Class A units, and (iv) appoint us as the sole managing
member of HLA;
• our certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock and Class B
common stock, (ii) set forth the voting rights of the Class A common stock and Class B common stock, and (iii) establish a classified
board of directors;
• certain HLA members exchanged their HLA units for 3,899,169 shares of Class A common stock of HLI;
• HLI issued to the Class B unitholders of HLA one share of Class B common stock for each Class B unit that they owned, in
exchange for a payment of its par value; and
• HLI entered into an exchange agreement with the direct owners of HLA pursuant to which they will be entitled to exchange
HLA units for shares of our Class A common stock on a one-for-one basis.

See Note 1 to the consolidated financial statements included in Part II, Item 8 and “Related-Party Transactions” included in Part

We operate our business in a single segment, which is how our chief operating decision maker (who is our chief executive officer)

reviews financial performance and allocates resources.

Operating Segments

Our key financial measures are discussed below.

Key Financial and Operating Measures

Revenues

We generate revenues primarily from management and advisory fees, and to a lesser extent, incentive fees. See “-Critical
Accounting Policies-Revenue Recognition of Incentive Fees” and Note 2 of the consolidated financial statements included in Part II,
Item 8 of this Form 10-K for additional information regarding the manner in which management and advisory fees and incentive fees
are generated.

Management and advisory fees comprise specialized fund and customized separate account management fees, advisory and

reporting fees and distribution management fees.

Revenues from customized separate accounts are generally based on a contractual rate applied to committed capital or net

invested capital under management. These fees often decrease over the life of the contract due to built-in declines in contractual rates
and/or as a result of lower net invested capital balances as capital is returned to clients. In certain cases, we also provide advisory
and/or reporting services, and therefore we also receive fees for services such as monitoring and reporting on a client’s existing
private markets investments. In addition, we may provide for investments in our specialized funds as part of our customized separate
accounts. In these cases, we reduce the management fees on customized separate accounts to the extent that assets in the accounts
are invested in our specialized funds so that our clients do not pay duplicate fees.

Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, or net invested capital in,
our specialized funds. The management fee during the commitment period is generally charged on capital commitments and after the
commitment period (or a defined anniversary of the fund’s initial closing) is reduced by a percentage of the management fee for the
preceding year or charged on net invested capital. In the case of certain funds, we charge management fees on capital commitments,
with the management fee increasing during the early years of the fund’s term and declining in the later years. Management fees for
certain funds are discounted based on the amount of the limited partners’ commitments or if the limited partners are investors in our
other funds.

Revenues from advisory and reporting services are generally annual fixed fees, which vary depending on the services we provide.

In limited cases, advisory service clients are charged basis point fees annually based on the amounts they have committed to invest
pursuant to their agreements with us. In other cases where our services are limited to monitoring and reporting on investment
portfolios, clients are charged a fee based on the number of investments in their portfolio.

Distribution management fees are generally earned by applying a percentage to AUM or proceeds received. Distribution

management clients are charged basis point fees on either the net proceeds received from the sale of their securities or the aggregate
amount of a client’s managed assets and vary depending on whether the account is for managed liquidation or active management
services. Alternatively, active management clients may elect a fee structure under which they are charged an asset-based fee plus a
fee based on net realized and unrealized gains and income net of realized and unrealized losses. This fee is then credited to a notional
account, and we are entitled to a fixed percentage of any positive balance in the notional account on an annual basis. The remaining
portion of any positive balance in the notional account is carried forward to the following year. If the incentive fee calculation results
in a negative amount in a given year, that amount is applied to reduce the balance in the notional account. We are not required to
repay any negative balance in the notional amount.

Incentive fees comprise carried interest earned from our specialized funds and certain customized separate accounts structured

as single-client funds in which we have a general partner commitment, and performance fees earned on certain other customized
separate accounts.

For each of our secondary funds, direct/co-investment funds and Strategic Opportunities funds, we earn carried interest equal to a

fixed percentage of net profits, usually 10.0% to 12.5%, subject to a compounded annual preferred return that is generally 6.0% to
8.0%. To the extent that our primary funds also directly make secondary investments and direct/co-investments, they generally earn
carried interest on a similar basis. Furthermore, certain of our primary funds earn carried interest on their investments in other private
markets funds on a primary basis that is generally 5.0% of net profits, subject to the fund’s compounded annual preferred return.

We do not recognize carried interest until it is realized and all contingencies have been resolved. In the event that a payment is

made to us before all contingencies are resolved, this amount would be

included as deferred incentive fee revenue on our consolidated balance sheet and recognized as income when all contingencies have
been resolved. The primary contingency regarding incentive fees is the “clawback,” or the obligation to return distributions in excess
of the amount prescribed by the applicable fund or separate account documents.

Performance fees, which are a component of incentive fees, are based on the aggregate amount of realized gains earned by the

applicable customized separate account, subject to the achievement of defined minimum returns to the clients. Performance fees
range from 5.0% to 12.5% of net profits, subject to a compounded annual preferred return that varies by account but is generally
6.0% to 8.0%. Performance fees are recognized when no contingencies exist or where the risk of clawback has been eliminated.

Expenses

Compensation and benefits is our largest expense and consists of (a) base compensation comprising salary, bonuses and
benefits paid and payable to employees, (b) equity-based compensation associated with the grants of restricted interest awards to
senior employees and (c) incentive fee compensation which consists of carried interest and performance fee allocations. We expect
to continue to experience a general rise in compensation and benefits expense commensurate with expected growth in headcount and
with the need to maintain competitive compensation levels as we expand geographically and create new products and services.

Our compensation arrangements with our employees contain a significant bonus component driven by the results of our

operations. Therefore, as our revenues, profitability and the amount of incentive fees earned by our customized separate accounts and
specialized funds increase, our compensation costs rise.

Certain current and former employees participate in a carried interest program whereby approximately 25% of incentive fees

from certain of our specialized funds and customized separate accounts are awarded to plan participants. We record compensation
expense payable to plan participants as the incentive fees become estimable and collection is probable.

General, administrative and other includes travel, accounting, legal and other professional fees, commissions, placement fees,
office expenses, depreciation and other costs associated with our operations. Our occupancy-related costs and professional services
expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and
scale of our business operations.

We expect that we will incur additional expenses as compared to prior periods as a result of becoming a public company for

director and officer insurance, director fees and additional personnel. This includes the cost of investor relations professionals, tax
professionals, SEC reporting and compliance, including compliance with the Sarbanes-Oxley Act, and other similar expenses.

Other Income (Expense)

Equity in income (loss) of investees primarily represents our share of earnings from our investments in our specialized funds and

certain customized separate accounts in which we have a general partner commitment. Equity income primarily comprises our share
of the net realized and unrealized gains (losses) and investment income partially offset by the expenses from these investments.

We have general partner commitments in our specialized funds and certain customized separate accounts that invest solely in
primary funds, secondary funds and direct/co-investments, as well as those that invest across investment types. Equity in income
(loss) of investees will increase or decrease as the

change in underlying fund investment valuations increases or decreases. Since our direct/co-investment funds invest in underlying
portfolio companies, their quarterly and annual valuation changes are more affected by individual company movements than our
primary and secondary funds that have exposures across multiple portfolio companies in underlying private markets funds. Our
specialized funds and customized separate accounts invest across industries, strategies and geographies, and therefore our general
partner investments do not include any significant concentrations in a specific sector or area outside the United States.

Interest expense includes interest paid and accrued on our existing senior secured Term Loan (as defined in “-Liquidity and
Capital Resources-Historical Liquidity and Capital Resources-Term Loan”) and the previous senior secured term loan, amortization of
deferred financing costs, amortization of original issue discount on the Term Loan and the write-down of deferred financing costs,
including costs associated with the previous term loan repaid during fiscal 2016.

Interest income is income earned on cash and cash equivalents.

Other non-operating income (loss) consists primarily of gains and losses on certain investments and other non-recurring or non-

cash items.

Fee-Earning AUM

Our calculations of fee-earning AUM may differ from the calculations of other asset managers, and as a result, this measure may

not be comparable to similar measures presented by other asset managers. Our definition of fee-earning AUM is not based on any
definition that is set forth in the agreements governing the customized separate accounts or specialized funds that we manage.

Annual Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for each of the years in the three-year period ended March 31,
2017. This information is derived from our accompanying consolidated financial statements prepared in accordance with GAAP.

Year Ended March 31,

2017

2016

2015

(in thousands)

Revenues

Management and advisory fees

Incentive fees

Total revenues

Expenses

Compensation and benefits

General, administrative and other

Total expenses

Other income (expense)

Equity in income of investees

Interest expense

Interest income

Other non-operating income (loss)

Total other income (expense)

Income before income taxes

Income tax expense

Net income

Less: Income (loss) attributable to non-controlling interests in general partnerships

Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.

172,674 $

157,630 $

7,146

179,820

72,116

31,589

103,705

12,801

(14,565)

320

(1,361)

74,754

316

74,438

1,192

72,634

23,167

180,797

92,065

26,898

118,963

1,518

(12,641)

194

5,816

(5,113)

56,721

869

55,852

(1,255)

57,107

Net income attributable to Hamilton Lane Incorporated

612 $

145,876

9,509

155,385

60,157

26,865

87,022

10,474

(5,883)

(1,056)

3,622

71,985

483

71,502

2,242

69,260

Revenues

Management and advisory fees

Customized separate accounts

Specialized funds

Advisory and reporting

Distribution management

Total management and advisory fees

Incentive fees

Total revenues

Year Ended March 31,

2017

2016

2015

(in thousands)

71,261 $

67,879 $

74,675

23,798

2,940

172,674

7,146

62,340

22,536

4,875

157,630

23,167

179,820 $

180,797 $

63,275

51,315

22,388

8,898

145,876

9,509

155,385

Year ended March 31, 2017 compared to year ended March 31, 2016

Total revenues decreased $1.0 million, or 1%, to $179.8 million, for fiscal 2017 compared to fiscal 2016, due primarily to lower

incentive fees.

Management and advisory fees increased $15.0 million, or 10%, to $172.7 million for fiscal 2017 compared to fiscal 2016. This

increase was driven by specialized funds revenue, which increased by $12.3 million compared to the prior year, due primarily to a
$14.9 million increase in revenue from our latest secondary fund, including $2.9 million in retroactive fees. This fund added $1.2 billion
in fee-earning AUM in fiscal 2017. The revenue increase from our latest secondary fund was partially offset by $3.7 million in
retroactive fees from our latest direct/co-investment fund in the prior year period. Retroactive fees are management fees earned in
the current period from investors that commit to a specialized fund towards the end of the fundraising period and are required to pay a
catch-up management fee as if they had committed to the fund at the first closing in a prior period. Customized separate accounts
revenue increased $3.4 million in fiscal 2017 due to the addition of several new accounts and additional allocations from existing
accounts as compared to the prior fiscal year. Advisory and reporting fees increased $1.3 million for fiscal 2017 compared to fiscal
2016 due primarily to the addition of new reporting accounts as compared to the prior fiscal year. These increases were partially
offset by a decrease in distribution management revenue of $1.9 million in fiscal 2017 compared to the prior year due to lower stock
distribution activity and the related fees earned from this business.

Incentive fees decreased $16.0 million to $7.1 million for fiscal 2017, due primarily to the recognition of $15.7 in carried interest

from one of our secondary funds in the prior year period, which included the preferred return general partner catch-up.

Year ended March 31, 2016 compared to year ended March 31, 2015

Total revenues increased $25.4 million, or 16%, to $180.8 million, for fiscal 2016 compared to fiscal 2015, due primarily to

revenues from newly formed funds, as well as the receipt of additional incentive fee payments during the year.

Management and advisory fees increased $11.8 million, or 8%, to $157.6 million for fiscal 2016 compared to fiscal 2015. This
increase was driven by specialized funds revenue, which increased by $11.0 million compared to the prior year as we added $0.5
billion in fee-earning AUM from four new funds, each with a different investment focus. Additional investors that were admitted to
our existing funds in fiscal 2016 led to a $0.8 billion increase in fee-earning AUM and an increase in retroactive fees of $3.6 million
compared to the prior year. In addition, customized separate accounts revenue increased $4.6 million in fiscal 2016 due to the addition
of several new accounts and additional allocations from existing accounts as compared to the prior fiscal year. Advisory and reporting
fees increased $0.1 million to $22.5 million for fiscal 2016 compared to fiscal 2015 due primarily to the addition of new reporting
accounts during the preceding 12 months. These increases were partially offset by a decrease in distribution management revenue of
$4.0 million compared to the prior year due to lower stock distribution activity and the related fees earned from this business.

Incentive fees increased $13.7 million to $23.2 million for fiscal 2016, due primarily to the initial receipt of carried interest, which

includes the preferred return general partner catch-up, from one of our secondary funds of $15.7 million, offset by slightly lower
incentive fees on a net basis from our specialized funds and customized separate accounts that have been paying incentive fees on a
recurring basis.

In addition, on a cash basis, we received $41.5 million of incentive fee payments in fiscal 2016 that were not recognized as

revenue in accordance with our accounting policy. This amount was recorded as

deferred incentive fee revenue on our consolidated balance sheet, and it will be recognized in the future in the event that all related
contingencies have been resolved and the risk of clawback has been eliminated.

Expenses

Year ended March 31, 2017 compared to year ended March 31, 2016

Total expenses decreased $15.3 million, or 13%, for fiscal 2017 compared to fiscal 2016, due primarily to decreased compensation

and benefits expense.

Compensation and benefits expenses decreased $19.9 million, or 22%, to $72.1 million for fiscal 2017 compared to fiscal 2016,

due primarily to decreased incentive plan and bonus expense. Base compensation decreased $6.2 million, or 9%, for fiscal 2017
compared to fiscal 2016, due primarily to the receipt of additional amounts of carried interest in the prior fiscal year, which generated
higher bonus expense of $12.4 million. This was partially offset by increased salary expense due to additional headcount in fiscal 2017
compared to the prior fiscal year and a $1.9 million expense incurred to induce members of HLA to exchange their HLA units for
HLI common stock in the Reorganization. Incentive compensation decreased $14.7 million for fiscal 2017 compared to fiscal 2016,
due primarily to the $10.4 million of deferred incentive fee compensation in the prior fiscal year. Equity-based compensation increased
$1.0 million, or 25%, for fiscal 2017 compared to fiscal 2016, as a result of the amortization of equity awards, which have increased in
recent years.

General, administrative and other expenses increased $4.7 million for fiscal 2017 compared to fiscal 2016. This change consisted
primarily of a $4.1 million increase in consulting and professional fees due to increased accounting and audit fees primarily related to
the IPO.

Year ended March 31, 2016 compared to year ended March 31, 2015

Total expenses increased $31.9 million, or 37%, for fiscal 2016 compared to fiscal 2015, due primarily to increased compensation

and benefits expense.

Compensation and benefits expenses increased $31.9 million, or 53%, to $92.1 million for fiscal 2016 compared to fiscal 2015,
primarily as a result of strong revenue and incentive fee realizations in fiscal 2016, which resulted in increased incentive plan and
bonus expenses. Base compensation and benefits increased $17.7 million, or 33%, for fiscal 2016 compared to fiscal 2015, due
primarily to improved operating performance and the receipt of additional amounts of carried interest, which generated higher
bonuses. Incentive compensation from incentive fees received increased $13.8 million, or 598%, for fiscal 2016 compared to fiscal
2015, due primarily to increased realizations from our specialized funds resulting in receipts of carried interest. Equity-based
compensation increased $0.3 million, or 10%, for fiscal 2016 compared to fiscal 2015, which is primarily a function of bonus expense.
The $92.1 million of compensation expense reported above includes $20.3 million of incremental compensation expense for the year
ended March 31, 2016 that is related to the $41.5 million of incentive fee payments that were received during that period but not
recognized as revenue because the incentive fee payments are subject to clawback. This revenue will be recognized over time as the
clawback expires, even though the incremental compensation expense was required by GAAP to be recognized in that period. The
incremental expense recognized in advance of the associated revenue included $10.4 million of incentive fee compensation and $9.9
million of base compensation and benefits.

General, administrative and other expenses increased by less than $0.1 million for fiscal 2016 compared to fiscal 2015. This
change consisted primarily of a $1.1 million increase in commissions, from stronger fundraising activity by certain of our non-U.S.
commissioned business development employees and third-party providers, and a $0.7 million increase in state and local taxes, caused
primarily by higher

incentive fee realizations compared to the prior year. This was primarily offset by a $0.5 million decrease in travel expenses and a
$1.2 million decrease in professional fees as the prior year included higher than normal expenditures for outsourced fund legal
negotiations, marketing and compliance procedures and costs incurred in connection with office expansions.

Other Income (Expense)

The following shows the equity in income (loss) of investees included in other income (expense):

Equity in income of investees

Primary funds

Direct/co-investment funds

Secondary funds

Customized separate accounts

Total equity in income of investees

Year Ended March 31,

2017

2016

2015

(in thousands)

1,749 $

609 $

4,652

1,275

5,125

(1,455)

222

2,142

1,379

4,621

794

3,680

12,801 $

1,518 $

10,474

Year ended March 31, 2017 compared to year ended March 31, 2016

Other income (expense) increased $3.8 million, or 73%, to ($1.4) million for fiscal 2017 compared to fiscal 2016, due primarily to

an increase in equity in income of investees, partially offset by a gain on the sale of a technology investment in the prior year.

Equity in income of investees increased $11.3 million to $12.8 million for fiscal 2017 compared to fiscal 2016 due to higher overall

valuation gains compared to the prior year. This increase was due primarily to a $3.0 million increase in gains across our customized
separate accounts and $4.7 million in gains in our direct/co-investment fund products, compared to $1.5 million in losses in the prior
year.

Interest expense increased $1.9 million, or 15%, to $14.6 million for fiscal 2017 compared to fiscal 2016, due to a $3.4 million
write-off of deferred financing costs related to the $160.0 million paydown of the Term Loan, partially offset by a $2.4 million write-
off of deferred financing costs in the prior year.

Other non-operating income (loss) decreased $5.7 million to $0.1 million for fiscal 2017 compared to fiscal 2016 due primarily to a

gain on a technology investment in the prior year.

Year ended March 31, 2016 compared to year ended March 31, 2015

Other income (expense) decreased $8.7 million, or 241%, to ($5.1) million for fiscal 2016 compared to fiscal 2015, due primarily

to an increase in interest expense and a decrease in gains from our investments, offset by a gain on the sale of a technology
investment.

Equity in income of investees decreased $9.0 million, or 86%, to $1.5 million for fiscal 2016 compared to fiscal 2015, due to

decreased valuation gains from our specialized funds, which was partially a function of the impact of public markets on valuation
adjustments. The decrease from the prior year consisted of $6.2 million of lower valuation adjustments in our direct/co-investment
products, primarily due to decreased performance of publicly traded investments and the impact from a large write-up related to the
announcement of a sale of an investment in the prior year of $2.5 million. The remaining $2.8

million decrease was due to lower positive valuation adjustments compared to fiscal 2015 across our customized separate accounts,
primary funds, secondary funds, and other co/direct investment funds.

Interest expense increased $6.7 million, or 115%, to $12.6 million for fiscal 2016 compared to fiscal 2015, due to the increased
debt outstanding as a result of the Term Loan entered into in July 2015, which increased interest payments by $4.4 million. In addition,
we wrote off $2.4 million in deferred financing costs associated with our previous term loan.

Other non-operating income (loss) increased $6.9 million to $5.8 million for fiscal 2016 compared to fiscal 2015 due primarily to a

gain on a separate equity investment and the gain on disposal of a financial instrument.

Interest income increased $0.1 million, or 123%, in fiscal 2016 compared to fiscal 2015, due to higher average cash balances

compared to fiscal 2015.

Income Tax Expense

Income tax expense reflects U.S. federal and applicable state income taxes with respect to our allocable share of any taxable

income of HLA subsequent to the Reorganization.

Our effective income tax rate in fiscal 2017, 2016 and 2015 was 0.4%, 1.6%, and 0.7%, respectively. Prior to the Reorganization,
our effective tax rate was primarily driven by foreign income taxes as HLA is treated as a “flow-through” entity and is not subject to
income taxes apart from foreign taxes attributable to its operations in foreign jurisdictions.

Fee-Earning AUM

The following table provides the period to period roll-forward of our fee-earning AUM.

Year Ended March 31,

2017

2016

Customized
Separate
Accounts

Specialized
Funds

Total

Customized
Separate
Accounts

Specialized
Funds

Total

(in millions)

Balance, beginning of period

Contributions (1)
Distributions (2)
Foreign exchange, market value and other (3)

Balance, end of period

16,976 $

7,019 $

23,995

16,336 $

6,064 $

3,214

(1,959)

(203)

1,949

(184)

5,163

(2,143)

(194)

3,289

(2,605)

(44)

1,472

(501)

(16)

22,400

4,761

(3,106)

(60)

18,028 $

8,793 $

26,821

16,976 $

7,019 $

23,995

(1) Contributions represent new commitments from customized separate accounts and specialized funds that earn fees on a committed capital fee base and capital
contributions to underlying investments from customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base.

(2) Distributions represent returns of capital in customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base,
reductions in fee-earning AUM from separate accounts and specialized funds that moved from a committed capital to net invested capital fee base and
reductions in fee-earning AUM from customized separate accounts and specialized funds that are no longer earning fees.

(3) Foreign exchange, market value and other consists primarily of the impact of foreign exchange rate fluctuations for customized separate accounts and

specialized funds that earn fees on non-U.S. dollar denominated commitments and market value appreciation (depreciation) from customized separate
accounts that earn fees on a NAV fee base.

Year ended March 31, 2017 compared to year ended March 31, 2016

Fee-earning AUM increased $2.8 billion, or 12%, to $26.8 billion for fiscal 2017, due primarily to new specialized funds and

customized separate accounts commitments.

Customized separate accounts fee-earning AUM increased $1.0 billion, or 6%, to $18.0 billion for fiscal 2017. Customized
separate accounts contributions were $3.2 billion for fiscal 2017, due primarily to new allocations from existing clients. Distributions
were $2.0 billion for fiscal 2017, due to $0.8 billion from accounts moving from a committed capital to a net invested fee base as their
investment period expired, $0.5 billion from accounts reaching the end of their account term and $0.6 billion from returns of capital in
accounts earning fees on a net invested capital or NAV fee base.

Specialized funds fee-earning AUM increased $1.8 billion, or 25%, to $8.8 billion for fiscal 2017. Specialized fund contributions
were $1.9 billion for fiscal 2017, due primarily to $1.2 billion in new commitments to our secondary fund in market during the period.
Distributions were $0.2 billion for fiscal 2016, due primarily to returns of capital in funds earning fees on a net invested capital fee
base.

Year ended March 31, 2016 compared to year ended March 31, 2015

Fee-earning AUM increased $1.6 billion, or 7%, to $24.0 billion for fiscal 2016, due primarily to new specialized funds and

customized separate accounts commitments.

Customized separate accounts fee-earning AUM increased $0.6 billion, or 4%, to $17.0 billion for fiscal 2016. Customized
separate accounts contributions were $3.3 billion for fiscal 2016, due primarily to new allocations from existing clients. Distributions
were $2.6 billion for fiscal 2016, due to $1.1 billion from accounts moving from a committed capital to a net invested fee base as their
investment period expired, $1.0 billion from accounts reaching the end of their account term and $0.5 billion from returns of capital in
accounts earning fees on a net invested capital or NAV fee base.

Specialized funds fee-earning AUM increased $1.0 billion, or 16%, to $7.0 billion for fiscal 2016. Specialized funds contributions

were $1.5 billion for fiscal 2016, primarily due to $0.8 billion from additional investors in our co-investment and primary funds in
market during the period and $0.5 billion in commitments from four new funds. Distributions were $0.5 billion for fiscal 2016, due to
$0.3 billion from returns of capital in funds earning fees on a net invested capital fee base and $0.2 billion from a primary fund that
moved from a committed capital to net invested capital fee base during the period.

Non-GAAP Financial Measures

Below is a description of our unaudited non-GAAP financial measures. These are not measures of financial performance under

GAAP and should not be considered a substitute for the most directly comparable GAAP measures, which are reconciled below.
These measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these
measures in isolation or as a substitute for GAAP measures. Other companies may calculate these measures differently than we do,
limiting their usefulness as a comparative measure.

Adjusted EBITDA

Adjusted EBITDA is our primary internal measure of profitability. We believe Adjusted EBITDA is useful to investors because it

enables them to better evaluate the performance of our core business across reporting periods. Adjusted EBITDA represents net
income excluding (a) interest expense on our Term Loan, (b) income tax expense, (c) depreciation and amortization expense, (d)
equity-based compensation expense, (e) non-operating income (loss) and (f) certain other significant items that we believe are not
indicative of our core performance.

Fee Related Earnings

Fee Related Earnings (“FRE”) is used to highlight earnings of the Company from recurring management fees. FRE represents
net income excluding (a) incentive fees and related compensation, (b) interest income and expense, (c) income tax expense, (d) equity
in income of investees and (e) other non-operating income. We believe FRE is useful to investors because it provides additional insight
into the operating profitability of our business. FRE is presented before income taxes.

The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to Fee Related Earnings and

Adjusted EBITDA for fiscal 2017, 2016, 2015, 2014 and 2013:

Net income attributable to Hamilton Lane Incorporated (1)

612

Year Ended March 31,

2017

2016

2015

2014

2013

(in thousands)

Income (loss) attributable to non-controlling interests in general partnerships

Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.

Incentive fees
Incentive fee related compensation (2)

Interest income

Interest expense

Income tax expense (benefit)

Equity in income of investees

Other non-operating (income) loss

Fee Related Earnings

Depreciation and amortization

Equity-based compensation

Incentive fees
Incentive fee related compensation (2)

Interest income

Adjusted EBITDA

1,192

72,634

(7,146)

3,283

(320)

14,565

316

(12,801)

(83)

(1,255)

57,107

(23,167)

31,714

(194)

12,641

869

(1,518)

(5,816)

2,242

69,260

(9,509)

4,542

(87)

5,883

483

4,565

62,462

(9,309)

4,511

(142)

8,503

(128)

3,157

48,680

(6,179)

2,854

(296)

11,136

(827)

(10,474)

(16,905)

(12,149)

1,056

699

461

72,252

70,381

63,396

54,256

46,837

1,915

4,681

7,146

(3,283)

320

2,027

3,730

23,167

(31,714)

194

1,867

3,390

9,509

(4,542)

1,853

3,070

9,309

(4,511)

142

2,074

2,803

6,179

(2,854)

296

83,031

67,785

73,707

64,119

55,335

(1) Prior to our IPO, HLI was a wholly-owned subsidiary of HLA with no operations or assets.

(2) Incentive fee related compensation includes incentive fee compensation expense and bonus and other revenue sharing allocated to carried interest classified as

base compensation.

Non-GAAP Earnings Per Share

Non-GAAP earnings per share measures our per-share earnings excluding expenses related to our IPO and assuming all Class B

and Class C units in HLA were exchanged for Class A common stock in HLI. Non-GAAP earnings per share is calculated as
adjusted net income divided by adjusted shares outstanding. We believe Non-GAAP earnings per share is useful to investors because
it enables them to better evaluate per-share operating performance across reporting periods.

The following table shows a reconciliation of adjusted net income to net income attributable to Hamilton Lane Incorporated and
adjusted shares outstanding to weighted-average shares of Class A common stock outstanding for fiscal 2017. The fiscal 2016 and
2015 periods are not presented below as there was no comparable earnings per share of Class A common stock outstanding - diluted
in those periods.

(in thousands, except share and per-share amounts)

Net income attributable to Hamilton Lane Incorporated

Income attributable to non-controlling interests in general partnerships

Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.

Income tax expense

IPO related expenses (1)
Write-off of deferred financing costs (2)

Adjusted pre-tax net income
Adjusted income taxes (3)

Adjusted net income

Weighted-average shares of Class A common stock outstanding - diluted
Exchange of Class B and Class C units in HLA (4)

Adjusted shares

Non-GAAP earnings per share

Year Ended March 31,

2017

612

1,192

72,634

316

1,935

3,359

80,048

(32,211)

47,837

18,341,079

34,438,669

52,779,748

0.91

(1) Represents accrual of one-time payments to induce members of HLA to exchange their HLA units for HLI common stock in the Reorganization.

(2) Represents write-down of amortized discount and debt issuance related to the $160 million paydown of outstanding indebtedness under the Term Loan with

proceeds from the IPO.

(3) Represents corporate income taxes at assumed effective tax rate of 40.24% applied to adjusted pre-tax net income. The 40.24% is based on a federal tax

statutory rate of 35.00% and a combined state income tax rate net of federal benefits of 5.24%.

(4) Assumes the full exchange of Class B and Class C units in HLA for Class A common stock of HLI pursuant to the exchange agreement.

Historical Liquidity and Capital Resources

Liquidity and Capital Resources

We have managed our historical liquidity and capital requirements primarily through the receipt of management and advisory fee

revenues. Our debt financing in recent periods has been used primarily to consolidate ownership of HLA among our employees by
repurchasing equity from outside non-employee affiliated owners. Our primary cash flow activities involve: (1) generating cash flow
from operations, which largely includes management and advisory fees; (2) realizations generated from our investment activities; (3)
funding capital commitments that we have made to certain of our specialized funds and customized separate accounts; (4) making
distributions to our owners; and (5) borrowings, interest payments and repayments under our Term Loan. As of March 31, 2017 and
March 31, 2016, our cash and cash equivalents, including investments in money market funds, were $32.3 million and $68.6 million,
respectively.

Our material sources of cash from our operations include: (1) management and advisory fees, which are collected monthly or
quarterly; (2) incentive fees, which are volatile and largely unpredictable as to amount and timing; and (3) fund distributions related to
investments in our specialized funds and certain customized separate accounts that we manage. We use cash flow from operations
primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, capital expenditures and
distributions to our owners. We also use our cash flows to fund commitments to certain of our specialized funds and customized
separate accounts. If cash flow from operations were insufficient to fund distributions to our owners, we expect that we would
suspend paying such distributions.

Term Loan

In July 2015, we entered into the Term Loan, a $260.0 million senior secured term loan with Morgan Stanley Senior Funding, Inc.

as administrative agent, which was subsequently amended effective as of November 7, 2016. Subject to certain conditions, one or
more additional commitments under the Term Loan may be added, up to an incremental cap of the greater of $50.0 million and an
amount that would, on a pro forma basis, result in our secured leverage ratio being less than or equal to 3.65 to 1.00. The Term Loan
matures in July 2022, or, with respect to any additional commitments, the date specified as the maturity for such additional loans when
they are made. We have not requested any additional commitments under the Term Loan. Loans under the Term Loan bear interest
at our option at either LIBOR subject to a floor of 0.75% plus 3.50% per annum, or base rate subject to a floor of 1.75% plus 2.50%
per annum. The Term Loan is subject to scheduled amortization payments of $650,000 in each fiscal quarter, in each case subject to
adjustment based on any voluntary or mandatory prepayments. In February 2016, we made a voluntary principal prepayment of $10.0
million. In March 2017, we made a voluntary principal prepayment of $160.0 million using proceeds from the IPO. As of March 31,
2017 and March 31, 2016, the principal amount outstanding on the Term Loan equaled $86.1 million and $248.7 million, respectively.
The Term Loan contains certain restrictive covenants that limit our ability to transfer or dispose of assets, merge with other
companies, incur indebtedness and liens, make investments, make certain restricted payments including paying dividends, enter into
sale leaseback transactions and engage in transactions with affiliates. In addition, the Term Loan contains a financial covenant
requiring us to maintain our total leverage ratio at or below certain levels. The Term Loan is guaranteed by all of our direct or indirect
subsidiaries, with certain exceptions, and is secured by pledges of our and the guarantor subsidiaries’ personal property assets and
material real property.

Revolving Credit Facility

We previously had a revolving credit facility with Silicon Valley Bank (the “Revolving Credit Facility”), which matured in April

2017. We had no loans outstanding under the Revolving Credit Facility for any period.

Fiscal 2016 Recapitalization

In July 2015, we undertook a leveraged recapitalization primarily to redeem membership interests of certain non-employee owners
of HLA. We entered into the Term Loan and used the proceeds to repay certain of our existing indebtedness and used the remainder,
combined with cash on hand, to redeem for cash certain HLA membership interests for an aggregate redemption amount of $168.6
million.

Cash Flows

Years ended March 31, 2017, 2016 and 2015

Net cash provided by operating activities

Net cash provided by (used in) investing activities

Net cash (used in) financing activities

Increase (decrease) in cash, cash equivalents and restricted cash

Operating Activities

Year Ended March 31,

2017

2016

2015

(in thousands)

81,679

109,175

(16,715)

(101,211)

2,502

(110,104)

(36,247) $

1,573

76,903

(10,059)

(74,901)

(8,057)

Net cash provided by operating activities was $81.7 million, $109.2 million and $76.9 million during fiscal 2017, 2016 and 2015,

respectively. These operating cash flows were driven primarily by:

• net income of $74.4 million, $55.9 million and $71.5 million during the years ended March 31, 2017, 2016 and 2015,
respectively, and changes in operating assets and liabilities;

• deferred incentive fee revenue of $0.0 million, $43.2 million and $2.0 million during the years ended March 31, 2017,
2016 and 2015, respectively, due to the receipt and deferral of incentive fees allocated and subject to continuing contingencies;
and

• proceeds received from investments of $10.8 million, $4.1 million and $8.1 million during the years ended March 31, 2017,
2016 and 2015, respectively, which represent a return on investment from specialized funds and certain customized separate
accounts.

Investing Activities

Our net cash flow provided by (used in) investing activities was ($16.7) million, $2.5 million and ($10.1) million during fiscal 2017,

2016 and 2015, respectively. These amounts were driven primarily by:
• contributions to and distributions from investments that netted to ($15.4) million, $3.4 million and ($6.2) million for fiscal 2017,
2016 and 2015, respectively; and

• purchases of furniture, fixtures and equipment consisting primarily of computers and equipment and costs associated with the
build out of office space totaling ($1.3) million, ($0.9) million and ($3.9) million in fiscal 2017, 2016 and 2015, respectively.

Financing Activities

Our net cash flow (used in) financing activities was ($101.2) million, ($110.1) million and ($74.9) million during fiscal 2017, 2016

and 2015, respectively. Cash used in financing activities was attributable primarily to:

• the payoff of our previous term loan of ($108.8) million in fiscal 2016;

• debt issuance of the Term Loan of $260.0 million offset by related deferred financing costs in fiscal 2016;

• debt repayments of ($162.6) million, ($12.9) million and $(15.6) million during fiscal 2017, 2016 and 2015, respectively;

• proceeds from our IPO, net of underwriting discount of $203.2 million, along with deferred offering costs of ($5.8) million in fiscal 2017;

• the repurchase of equity due to the fiscal 2016 recapitalization of HLA and other purchases of equity interests during fiscal 2016 totaling
($173.6) million and purchases of equity interests and restricted stock of ($58.1) million and ($12.0) million in fiscal 2017 and 2015,
respectively; and

• distributions to equity holders of ($80.5) million, ($67.8) million and ($47.1) million for fiscal 2017, 2016 and 2015, respectively.

Future Sources and Uses of Liquidity

We generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and

long-term liquidity and capital requirements through our cash flows from operating activities, existing cash and cash equivalents and
our ability to obtain future external financing.

We expect that our primary current and long-term liquidity needs will comprise cash to (1) provide capital to facilitate the growth
of our business, (2) fund commitments to our investments, (3) pay operating expenses, including cash compensation to our employees,
(4) make payments under the tax receivable agreement, (5) fund capital expenditures, (6) pay interest and principal due on our Term
Loan, (7) pay income taxes, and (8) make distributions to our stockholders and holders of HLA units in accordance with our
distribution policy.

We are required to maintain minimum net capital balances for regulatory purposes for our Hong Kong, United Kingdom and
broker-dealer subsidiaries. These net capital requirements are met by retaining cash. As a result, we may be restricted in our ability to
transfer cash between different operating entities and jurisdictions. As of March 31, 2017, we were required to maintain
approximately $1.8 million in liquid net assets within these subsidiaries to meet regulatory net capital and capital adequacy
requirements. We are in compliance with these regulatory requirements.

Dividend Policy

Tax Receivable Agreement

We expect that exchanges of membership units of HLA by members of HLA, as well as our initial purchase of membership units
of HLA with the net proceeds from our IPO from certain existing direct and indirect HLA members, will result in increases in the tax
basis in our share of the assets of HLA that otherwise would not have been available. These increases in tax basis are expected to
increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that
we would otherwise be required to pay in the future. The tax receivable agreement will require us to pay 85% of the amount of these
and certain other tax benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment, a change
in control or a material breach by us of our obligations under the tax receivable agreement) to the existing direct and indirect members
of HLA.

Off-Balance Sheet Arrangements

We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage

in any activities that expose us to any liability that is not reflected in our consolidated financial statements except for those described
under “-Contractual Obligations, Commitments and Contingencies” below.

Contractual Obligations, Commitments and Contingencies

The following table represents our contractual obligations as of March 31, 2017, aggregated by type.

Contractual Obligations, Commitments and Contingencies

(in thousands)

Total

Less than 1 year

1-3 years

3-5 years

More than 5
years

Operating leases

Debt obligations payable (1)

Interest on debt obligations payable (2)

Capital commitments to our investments (3)

Total

16,582

86,100

19,072

76,908

4,103

2,600

3,867

76,908

7,088

5,200

7,389

5,391

5,200

6,907

73,100

909

198,662

87,478

19,677

17,498

74,009

(1) Represents scheduled debt obligation payments. Our Term Loan includes covenants requiring mandatory prepayments if certain events occur, including asset sales,
the receipt of insurance/condemnation proceeds, and certain debt issuances. In addition, the Term Loan requires that a portion of any excess cash flow above a
negotiated formula must be prepaid annually if our leverage ratio as calculated under the Term Loan is greater than 1.75 to 1.00. There have been no mandatory
prepayments under the Term Loan. Because the amount and timing of any prepayments under the Term Loan are uncertain, they have been excluded from the
table.

(2) Represents interest to be paid over the maturity of the related debt obligations, which has been calculated assuming no pre-payments will be made and debt
will be held until its final maturity date. The future interest payments are calculated using the variable interest rate of 4.48% in effect as of March 31, 2017.

(3) Represents commitments by us to fund a portion of each investment made by our specialized funds and certain customized separate account entities. These

amounts are generally due on demand and are therefore presented in the less than one year category.

We have entered into a tax receivable agreement with our pre-IPO owners pursuant to which we will pay them 85% of the
amount of tax benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment by us, a change in
control or a material breach by us of our obligations under the tax receivable agreement) as a result of increases in tax basis (and
certain other tax benefits) resulting from purchases or exchanges of membership units of HLA. Because the timing of amounts to be
paid under the tax receivable agreement cannot be determined, this contractual commitment has not been presented in the table
above. The tax savings achieved may be substantial and we may not have sufficient cash available to pay this liability, in which case,
we might be required to incur additional debt to satisfy this liability.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we
need to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our
combined and consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions
that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective
and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different
from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known.
We believe the following critical accounting policies could potentially produce materially different results if we were to change
underlying assumptions, estimates or judgments. See Note 2, “Summary of Significant Accounting Policies,” to our consolidated
financial statements included in Part II, Item 8 of this Form 10-K for a summary of our significant accounting policies.

Principles of Consolidation

We consolidate all entities that we control through a controlling financial interest or as the primary beneficiary of variable interest

entities (“VIEs”).

Our policy is to perform an analysis to determine whether consolidation is required by determining if we have a variable interest in

each entity and whether that entity is a VIE. We perform the variable interest analysis for all entities in which we have a potential
variable interest, which consist primarily of our specialized funds and customized separate accounts where we serve as the general
partner or managing member, and general partner entities not wholly owned by us. If we have a variable interest in the entity and the
entity is a VIE, we will also analyze whether we are the primary beneficiary of this entity and whether consolidation is required.

In evaluating whether we hold a variable interest, we review the equity ownership to determine whether we absorb risk created

and distributed by the entity, as well as whether the fees charged to the entity are customary and commensurate with the effort
required to provide the services. We consider all economic interests, including indirect interests, to determine if a fee is considered a
variable interest. For our specialized funds and customized separate accounts, our fee arrangements are not considered to be

variable interests. For those entities where we hold a variable interest, we determine whether each of these entities qualifies as a VIE
and, if so, whether we are the primary beneficiary.

The assessment of whether the entity is a VIE requires an evaluation of qualitative factors and, where applicable, quantitative
factors. These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its
activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions
that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties’ equity interests
should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb
losses or rights to receive returns from an entity. The entities that are VIEs were determined as such because the respective limited
partners do not have the ability to remove the general partner or dissolve the respective fund or entity with a simple majority vote (i.e.,
the limited partners lack “kick out rights”).

For entities that are determined to be VIEs, we are required to consolidate those entities where we have concluded that we are
the primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities of
a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right
to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether we are the primary
beneficiary, we evaluate our economic interests in the entity held either directly or indirectly by us. At each reporting date, we
determine whether any reconsideration events have occurred that require us to revisit the primary beneficiary analysis, and we will
consolidate or deconsolidate accordingly.

Equity-Based Compensation

Equity-based awards issued are measured at their fair value at the date of grant. Prior to our IPO, the fair values of membership

interests underlying the option and restricted unit grants were based on valuations performed that primarily utilized the market
approach using comparable public companies and precedent transactions and an income approach using a discounted cash flow
analysis. Following the IPO, we established a policy of using the closing sale price of our Class A common stock as quoted on the
NASDAQ Stock Market on the trading day before the date of grant for purposes of determining the fair value of our restricted stock
awards. Expenses related to employee equity-based compensation are recorded over the vesting period using the straight-line method.

Revenue Recognition of Incentive Fees

We have elected to adopt Method 1 of ASC 605-20-S99, “Accounting for Management Fees Based on a Formula.” Under
Method 1, incentive fees are recognized as income when all contingencies, including realization of specified minimum returns to
limited partners, have been resolved.

Incentive fees include both carried interest earned from certain specialized funds and performance fees received from certain

customized separate accounts.

Carried interest is calculated as a percentage of the profits earned by our specialized funds subject to the achievement of certain
performance criteria. Any calculated amounts above the required minimum returns to limited partners, as specified in the partnership
agreements, are allocated by our specialized funds to us.

Performance fees are recognized based on the performance during the period, subject to the achievement of minimum return

levels, in accordance with the respective terms set out in the client agreement. We recognize incentive fees in our Consolidated
Statement of Income once all contingencies have been resolved.

Incentive fee payments received by us before the above criteria have been met are deferred and recorded as deferred incentive

fee revenue in our Consolidated Balance Sheet. We may receive tax distributions related to taxable income allocated by our
specialized funds and certain of our customized separate accounts, which are treated as an advance of incentive fees and subject to
the same recognition criteria.

Incentive Fee Compensation Expense

Incentive fee compensation expense includes compensation directly related to incentive fees. Certain employees are granted
allocations or profit-sharing interests and are thereby, as a group, entitled to a 25% portion of the incentive fees earned from certain of
our specialized funds and performance fees from certain customized separate accounts, subject to vesting. Amounts payable pursuant
to these arrangements are recorded as a compensation expense when they have become probable and reasonably estimable. Our
determination of the point at which it becomes probable and reasonably estimable is based on our assessment of numerous factors,
particularly those related to the profitability, realization, distribution status, investment profile and commitments or contingencies of our
specialized funds or customized separate accounts that may give rise to incentive fees. Incentive fee compensation may be expensed
before the related incentive fee income is recognized.

Income Taxes

We account for income taxes using the asset and liability method. Deferred income taxes are recognized for the expected future
tax consequences attributable to temporary differences between the carrying amount of the existing tax assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied in the years in
which temporary differences are expected to be recovered or settled. The principal items giving rise to temporary differences are the
use of accelerated depreciation and certain basis differences resulting from acquisitions and the recapitalization transactions.
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

As a result of the Reorganization and IPO, HLI became the sole managing member of HLA, which is organized as a limited
liability company and treated as a “flow-through” entity for income taxes purposes. As a “flow-through” entity, HLA is not subject to
income taxes apart from foreign taxes attributable to its operations in foreign jurisdictions. Any taxable income or loss generated by
HLA is passed through to and included in the taxable income or loss of its members, including HLI, on a pro rata basis. As a result,
we do not record income taxes on pre-tax income or loss attributable to the non-controlling interests in the general partnerships and
HLA, except for foreign taxes discussed above. HLI is subject to U.S. federal and applicable state corporate income taxes with
respect to its allocable share of any taxable income of HLA.

We analyze our tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where we are required to file
income tax returns, as well for all open tax years in these jurisdictions. We evaluate tax positions taken or expected to be taken in the
course of preparing an entity’s tax returns to determine whether it is “more-likely-than-not” that each tax position will be sustained by
the applicable tax authority.

Tax Receivable Agreement

Our purchase of HLA Class A units concurrent with the IPO, and the subsequent and future exchanges by holders of HLA units

for shares of our Class A common stock pursuant to the Exchange Agreement, is expected to result in increases in our share of the
tax basis of the tangible and intangible assets of HLA,

which will increase the tax depreciation and amortization deductions that otherwise would not have been available to us. These
increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we
would otherwise be required to pay in the future. We entered into a tax receivable agreement (“TRA”) with the other members of
HLA that requires us to pay exchanging HLA unitholders (the “TRA Recipients”) 85% of the amount of cash savings, if any, in U.S.
federal, state, and local income tax that we actually realize (or, under certain circumstances, are deemed to realize) as a result of the
increases in tax basis in connection with exchanges by the TRA Recipients described above and certain other tax benefits attributable
to payments under the TRA. Generally, if we do not generate sufficient cumulative taxable income in the future to utilize the tax
benefits, then we will not be required to make the related TRA Payments - the exception being that our obligation to make TRA
Payments may be accelerated if we elect to terminate the TRA, in whole or in part, or if a change in control of us, or a breach of the
TRA by us, occurs. Therefore, we will generally only recognize a liability for TRA Payments for financial reporting purposes to the
extent we determine it is probable that we will generate sufficient future taxable income to utilize the related tax benefits. Estimating
and projecting future taxable income is inherently uncertain and requires judgment. Actual taxable income may differ from estimates,
which could significantly affect the liability under the tax benefit arrangements and our consolidated results of operations.

Based on current projections, we anticipate having sufficient taxable income to utilize these tax attributes and receive

corresponding tax deductions in future periods. Accordingly, we have recorded an initial liability of $10.7 million payable to the TRA
Recipients under the TRA, representing approximately 85% of the calculated tax savings based on the original basis adjustments that
we anticipate being able to utilize in future years. Changes in the projected liability resulting from the TRA may occur based on
changes in anticipated future taxable income, changes in applicable tax rates or other changes in tax attributes that may occur and
could affect the expected future tax benefits to be received by us.

JOBS Act

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act.

The JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have irrevocably elected to “opt out” of
the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which
adoption of such standards is required for other public companies.

Subject to certain conditions set forth in the JOBS Act, we are also eligible for and intend to take advantage of certain exemptions

from various reporting requirements applicable to other public companies that are not emerging growth companies, including (i) the
exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the
Sarbanes-Oxley Act, (ii) no requirement to seek non-binding advisory votes on executive compensation or golden parachute
arrangements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
We may take advantage of these exemptions until we are no longer an emerging growth company.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth

anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we
are deemed to be a large accelerated filer, which means the market value of our capital stock that is held by non-affiliates is at least
$700 million as of the

prior September 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior
three-year period.

Recent Accounting Pronouncements

Information regarding recent accounting developments and their impact on our results can be found in Note 2, “Summary of
Significant Accounting Policies” in the notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

In the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we
participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, counterparty risk and foreign
exchange-rate risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment
approach, investment strategies, fundraising practices or other business activities that are designed to benefit, either in relative or
absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.

Our predominant exposure to market risk is related to our role as general partner or investment manager for our specialized funds

and customized separate accounts and the sensitivities to movements in the fair value of their investments, which may adversely
affect our equity in income of investees. Since our management fees are generally based on commitments or net invested capital, our
management fee and advisory fee revenue is not significantly impacted by changes in investment values.

Fair value of the financial assets and liabilities of our specialized funds and customized separate accounts may fluctuate in
response to changes in the value of securities, foreign currency exchange rates, commodity prices and interest rates. The impact of
investment risk is as follows:

•

Equity in income of investees changes along with the realized and unrealized gains of the underlying investments in our
specialized funds and certain customized separate accounts in which we have a general partner commitment. Our general
partner investments include over 3,000 unique underlying portfolio investments with no significant concentration in any
industry or country outside of the United States.

Management fees from our specialized funds and customized separate accounts are not significantly affected by changes in
fair value as the management fees are not generally based on the value of the specialized funds or customized separate
accounts, but rather on the amount of capital committed or invested in the specialized funds or customized separate accounts,
as applicable.

Incentive fees from our specialized funds and customized separate accounts are not materially affected by changes in the fair
value of unrealized investments because they are based on realized gains and subject to achievement of performance criteria
rather than on the fair value of the specialized fund’s or customized separate account’s assets prior to realization. We had
$45.2 million of deferred incentive fee revenue on our balance sheet as of March 31, 2017. Minor decreases in underlying fair
value would not affect the amount of deferred incentive fee revenue subject to clawback. In order for any amount of our
deferred incentive fee revenue to have been subject to clawback, the NAV across our funds as of March 31, 2017 would
have needed to decline by over 50%.

Exchange Rate Risk

Several of our specialized funds and customized separate accounts hold investments denominated in non-U.S. dollar currencies

that may be affected by movements in the rate of exchange between the U.S. dollar and foreign currency, which could impact
investment performance. The currency exposure related to investments in foreign currency assets is limited to our general partner
interest, which is typically one percent of total capital commitments. We do not possess significant assets in foreign countries in which
we operate or engage in material transactions in currencies other than the U.S. dollar. Therefore, changes in exchange rates are not
expected to materially impact our financial statements.

Interest Rate Risk

As of March 31, 2017, we had $86.1 million in borrowings outstanding under our Term Loan. The annual interest rate on the Term

Loan, which is at LIBOR subject to a floor of 0.75% plus 3.50%, was 4.48% as of March 31, 2017. In July 2015, we purchased
interest rate caps through June 30, 2020, to limit a portion of our exposure to changes in LIBOR above 2.50%.

Based on the floating rate component of our Term Loan payable as of March 31, 2017, we estimate that a 100 basis point
increase in interest rates would result in increased interest expense related to the loan of $0.9 million over the next 12 months.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event

that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective
counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting the
counterparties with which we enter into financial transactions to reputable financial institutions. In other circumstances, availability of
financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing
markets.

Item 8. Financial Statements and Supplementary Data

Index

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholder’s Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Page

100

101

102

103

104

105

107

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Hamilton Lane Incorporated

We have audited the accompanying consolidated balance sheets of Hamilton Lane Incorporated (the “Company”), as of March 31,
2017 and 2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for
each of the three years in the period ended March 31, 2017. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Hamilton Lane Incorporated at March 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of
the three years in the period ended March 31, 2017, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

June 26, 2017

100

Hamilton Lane Incorporated
Consolidated Balance Sheets
(In thousands, except share and per share amounts)

March 31,

2017

2016

Assets

Cash and cash equivalents

Restricted cash

Fees receivable

Prepaid expenses

Due from related parties

Furniture, fixtures and equipment, net

Investments

Deferred income taxes

Other assets

Total assets

Liabilities and Equity

Accounts payable

Accrued compensation and benefits

Deferred incentive fee revenue

Senior secured term loan payable

Principal amount

Less: unamortized discount and debt issuance costs

Senior secured term loan payable, net

Accrued members’ distributions

Payable to related parties pursuant to tax receivable agreement

Other liabilities

Total liabilities

Commitments and Contingencies (Note 13)

Members’ deficit

Preferred stock, $0.001 par value, 10,000,000 authorized, none issued

Class A common stock, $0.001 par value, 300,000,000 authorized; 19,151,033 issued and 19,036,504
outstanding as of March 31, 2017

Class B common stock, $0.001 par value, 50,000,000 authorized; 27,935,255 issued and outstanding
as of March 31, 2017

Additional paid-in-capital

Accumulated other comprehensive loss

Retained earnings

Less: Treasury stock, at cost, 114,529 as of March 31, 2017

Total Hamilton Lane Incorporated stockholders’ equity / members’ deficit

Non-controlling interests in general partnerships

Non-controlling interests in Hamilton Lane Advisors, L.L.C.

Total equity (deficit)

Total liabilities and equity

See accompanying notes to the consolidated financial statements.

101

32,286

1,849

12,113

2,593

3,313

4,063

120,147

61,223

3,030

240,617

1,366

3,417

45,166

86,100

1,790

84,310

2,385

10,734

6,612

153,990

61,845

(311)

612

(2,151)

60,042

9,901

16,684

86,627

68,584

1,798

11,828

1,555

2,852

4,612

102,749

2,651

196,636

641

4,029

45,166

248,700

5,383

243,317

9,386

6,035

308,574

(122,483)

(823)

(123,306)

11,368

(111,938)

240,617

196,636

Hamilton Lane Incorporated
Consolidated Statements of Income
(In thousands, except per share amounts)

Year Ended March 31,

2017

2016

2015

172,674

157,630

Revenues

Management and advisory fees

Incentive fees

Total revenues

Expenses

Compensation and benefits

General, administrative and other

Total expenses

Other income (expense)

Equity in income of investees

Interest expense

Interest income

Other non-operating income (loss)

Total other income (expense)

Income before income taxes

Income tax expense

Net income

Less: Income (loss) attributable to non-controlling interests in general
partnerships

Less: Income attributable to non-controlling interests in Hamilton Lane
Advisors, L.L.C.

Net income attributable to Hamilton Lane Incorporated

Earnings per share of Class A common stock (1):

Basic

Diluted

Weighted-average shares of Class A common stock outstanding(1):

Basic

Diluted

145,876

9,509

155,385

60,157

26,865

87,022

10,474

(5,883)

(1,056)

3,622

71,985

483

71,502

2,242

69,260

7,146

179,820

72,116

31,589

103,705

12,801

(14,565)

320

(1,361)

74,754

316

74,438

1,192

72,634

23,167

180,797

92,065

26,898

118,963

1,518

(12,641)

194

5,816

(5,113)

56,721

869

55,852

(1,255)

57,107

612

0.03

17,788,363

18,341,079

(1) Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period

from March 6, 2017 through March 31, 2017, the period following the Reorganization and IPO, as defined in Note 1 (see Note 11).

See accompanying notes to the consolidated financial statements.

102

Hamilton Lane Incorporated
Consolidated Statements of Comprehensive Income
(In Thousands)

Net income

Other comprehensive income (loss), net of tax:

Unrealized loss on cash flow hedge

Amounts reclassified to net income:

Realized loss on cash flow hedge

Total other comprehensive income (loss), net of tax

Comprehensive income

Less:

Year Ended March 31,

2017

2016

2015

74,438

55,852

71,502

(142)

(98)

(823)

132

74,340

55,029

71,634

Comprehensive income (loss) attributable to non-controlling interests in general
partnerships

Comprehensive income attributable to non-controlling interests in Hamilton Lane
Advisors, L.L.C.

1,192

72,522

(1,255)

56,284

Total comprehensive income attributable to Hamilton Lane Incorporated

626

2,242

69,392

See accompanying notes to the consolidated financial statements.

103

Hamilton Lane Incorporated
Consolidated Statements of Stockholders' Equity
(In Thousands)

Members’
Equity
(Deficit)

Class A
Common
Stock

Class B
Common
Stock

Additional
Paid in
Capital

Retained
Earnings

Treasury
Stock

Balance at March 31, 2014

$ 38,742

Net income

Other comprehensive income

Equity-based compensation

Purchase of membership interests

Sale of membership interests

Proceeds received from option exercises

Member distributions

Capital contributions from (distributions to) non-

controlling interests, net

Balance at March 31, 2015

Net income (loss)

Other comprehensive loss

Equity-based compensation

Purchase of membership interests

Sale of membership interests

Proceeds received from option exercises

Member distributions

Capital contributions from (distributions to) non-

controlling interests, net

Balance at March 31, 2016

69,260

3,390

(12,014)

1,535

1,579

(46,254)

$ 56,238

57,107

3,730

(173,622)

3,268

586

(69,790)

$(122,483)

Net income prior to Reorganization and IPO

70,658

Other comprehensive loss prior to Reorganization and

IPO

Equity-based compensation prior to Reorganization

and IPO

Purchase of membership interests prior to

Reorganization and IPO

Sale of membership interests prior to Reorganization

and IPO

Proceeds received from option exercises prior to

Reorganization and IPO

Member distributions prior to Reorganization and

IPO

Capital contributions from (distributions to) non-
controlling interests, net, prior to Reorganization and
IPO

Issuance of Class A common stock sold in IPO, net of

commissions

Issuance of Class B common stock to existing members

Effect of Reorganization transaction and purchase of

4,363

(18,783)

4,669

1,192

(71,083)

HLA units

131,467

Deferred tax adjustments related to TRA and Unit

exchanges

Deferred IPO costs

Issuance of restricted stock

Purchase of restricted stock for tax withholding
subsequent to Reorganization and IPO

Member distribution subsequent to Reorganization

and IPO

Other comprehensive loss subsequent to

Reorganization and IPO

Net income subsequent to Reorganization and IPO

Equity-based compensation subsequent to

Reorganization and IPO

Vesting of restricted stock

Balance at March 31, 2017

1 4

203,191

2 8

(187,681)

50,543

(5,844)

(1)

1,415

107

115

612

(2,151)

Accumulated
Other
Comprehensive
Income (Loss)

Non-
Controlling
Interests in
general
partnerships

(132)

$ 18,502

132

(823)

2,242

(3,292)

$ 17,452

(1,255)

(4,829)

(823)

$ 11,368

1,136

(140)

638

1 4

(2,659)

5 6

Non-
Controlling
Interests in
Hamilton
Lane
Advisors,
L.L.C.

Total Equity
(deficit)

$ 57,112

71,502

132

3,390

(12,014)

1,535

1,579

(46,254)

(3,292)

$ 73,690

55,852

(823)

3,730

(173,622)

3,268

586

(69,790)

(4,829)

$(111,938)

71,794

(140)

4,363

(18,783)

4,669

1,192

(71,083)

(2,659)

203,205

2 8

18,372

(37,200)

50,543

(5,844)

(1,415)

(2,151)

(2,373)

2 8

4 2

1,976

2,644

211

(115)

318

See accompanying notes to the consolidated financial statements.

104

1 9

2 8

$ 61,845

612

$ (2,151)

(311)

9,901

16,684

$ 86,627

Hamilton Lane Incorporated
Consolidated Statements of Cash Flows
(In Thousands)

Operating activities:

Net income

Adjustments to reconcile net income to net cash provided by operating

Year Ended March 31,

2017

2016

2015

74,438

55,852

71,502

activities:

Depreciation and amortization

Change in deferred income taxes

Amortization of deferred financing costs

Write-off of deferred financing costs

Equity-based compensation

Gain on sale

Equity in income of investees

Proceeds received from investments

Other

Changes in operating assets and liabilities:

Fees receivable

Prepaid expenses

Due from related parties

Other assets

Accounts payable

Accrued compensation and benefits

Deferred incentive fee revenue

Other liabilities

Net cash provided by operating activities

Investing activities:

Purchase of furniture, fixtures and equipment

Distributions received from investments

Contributions to investments

Net cash (used in) provided by investing activities

1,915

845

3,359

4,681

(12,801)

10,843

(285)

(1,038)

(461)

(610)

725

(612)

577

2,027

730

857

2,408

3,730

(5,408)

(1,518)

4,105

117

4,041

(49)

101

(1,009)

(1,026)

(920)

43,206

1,931

1,867

274

912

3,390

(10,474)

8,129

1,056

(6,643)

489

1,136

689

1,848

1,960

738

81,679

109,175

76,903

(1,275) $

(921) $

8,782

(24,222)

21,587

(18,164)

(16,715) $

2,502

(3,874)

13,468

(19,653)

(10,059)

105

Hamilton Lane Incorporated
Consolidated Statements of Cash Flows
(In Thousands)

Year Ended March 31,

2017

2016

2015

Financing activities:

Repayments of senior secured term loan

(162,600) $

(121,680) $

Senior secured term loan borrowing, net of deferred financing

Contributions from non-controlling interest in Partnerships

Distributions to non-controlling interest in Partnerships

Proceeds from IPO, net of underwriting discount

Payment of deferred offering costs

Proceeds from issuance of Class B common stock

Sale of membership interests

Purchase of restricted stock for tax withholdings

Purchase of membership interests

Proceeds received from option exercises

Members’ distributions

Other

Net cash (used in) financing activities

Increase (decrease) in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of year

Cash, cash equivalents, and restricted cash at end of year

Supplemental disclosure of cash flow information:

Cash paid during the year for interest

Cash paid during the year for income taxes

Fair value of non-cash consideration received for Company’s interest in
proprietary investment

Non-cash financing activities:

Exchange of HLA Class A Units to HLI Class A common stock

Establishment of net deferred tax assets related to tax receivable agreements
and the Reorganization

See accompanying notes to the consolidated financial statements.

532

(3,191)

203,205

(5,844)

4,669

(2,151)

(55,983)

1,192

(80,457)

(611)

253,988

629

(5,458)

3,268

(173,622)

586

(67,815)

(101,211)

(110,104)

(36,247)

70,382

1,573

68,809

34,135

70,382

10,234

280

61,278

9,237

175

10,798

(15,620)

1,137

(4,429)

1,535

(12,014)

1,579

(47,089)

(74,901)

(8,057)

76,866

68,809

4,799

106

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

1. Organization

Hamilton Lane Incorporated (or “HLI”) was incorporated in the State of Delaware on December 31, 2007. The Company was
formed for the purpose of completing an initial public offering (“IPO”) and related transactions (“Reorganization”) in order to carry on
the business of Hamilton Lane Advisors, L.L.C. (“HLA”) as a publicly-traded entity. As of March 6, 2017, in connection with the
Reorganization discussed below, HLI became the sole managing member of HLA. Unless otherwise specified, “the Company” refers
to the consolidated entity of Hamilton Lane Incorporated and Hamilton Lane Advisors, L.L.C. and subsidiaries throughout the
remainder of these notes.

HLA is a registered investment advisor with the United States Securities and Exchange Commission (“SEC”), providing asset
management and advisory services, primarily to institutional investors, to design, build and manage private markets portfolios. HLA
generates revenues primarily from management fees, by managing assets on behalf of customized separate accounts, specialized fund
products and distribution management accounts, and advisory fees, by providing asset supervisory and reporting services. HLA
sponsors the formation, and serves as the general partner or managing member, of various limited liability partnerships consisting of
specialized funds and certain single client separate account entities (“Partnerships”) that acquire interests in third-party managed
investment funds that make private equity and equity-related investments. The Partnerships may also make direct co-investments,
including investments in debt, equity, and other equity-based instruments. The Company, which includes certain subsidiaries that serve
as the general partner or managing member of the Partnerships, may invest its own capital in the Partnerships and generally makes all
investment and operating decisions for the Partnerships. HLA operates several wholly or majority owned entities through which it
conducts its foreign operations.

Reorganization

•

•
•

•

In connection with the IPO, the Company completed a series of transactions on March 6, 2017, which are described below:

HLI amended and restated its certificate of incorporation to, among other things, provide for Class A common stock, Class B
common stock, and Preferred stock.
HLA amended and restated its limited liability company agreement to, among other things, (i) appoint HLI as the sole
managing member of HLA, and (ii) classify the interests that were acquired by HLI as Class A Units, the voting interests
held by the continuing members of HLA as Class B Units, and the non-voting interests held by the continuing members of
HLA as Class C Units.
HLA effectuated a reverse unit split of 0.68-for-1 for each unit class. All unit-based data, including the number of units and
per unit amounts in these consolidated financial statements and accompanying notes have been retroactively adjusted for the
reverse split.
Certain HLA members exchanged their HLA units for 3,899,169 shares of Class A common stock of HLI.
HLI issued to the Class B unitholders of HLA one share of Class B common stock for each Class B unit that they owned in
exchange for a payment of its par value.
Certain Class B unitholders of HLA entered into a stockholders agreement where they agreed to vote all their shares of
voting stock in accordance with the instructions of HLA Investments, LLC.

107

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

•

HLI entered into an exchange agreement with the direct owners of HLA pursuant to which they will be entitled to exchange
HLA units for shares of HLI’s Class A common stock on a one-for-one basis.

Initial Public Offering

On March 6, 2017, HLI issued 13,656,250 shares of Class A common stock in the IPO at a price of $16.00 per share. The net

proceeds totaled $203,205 after deducting underwriting commissions of $15,295 and before offering costs of $5,844 that were
incurred by HLA. The net proceeds were used to purchase 11,156,250 newly issued Class A units in HLA for $166,005, and
2,500,000 Class A units from existing HLA owners for $37,200.

Subsequent to the IPO and Reorganization transactions, HLI is a holding company whose principal asset is a controlling equity

interest in HLA. As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and
through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest
related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s
consolidated assets and liabilities with the exception of certain deferred tax assets and liabilities and payable to related parties
pursuant to a tax receivable agreement. As of March 31, 2017, HLI held approximately 34.2% of the economic interest in HLA. As
future exchanges of HLA units occur, the economic interest in HLA held by HLI will increase.

The Reorganization is considered a transaction between entities under common control. As a result, the consolidated financial
statements for periods prior to the IPO and the Reorganization are the consolidated financial statements of HLA as the predecessor
to HLI for accounting and reporting purposes.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”). The accompanying financial statements include the
accounts of the Company, and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated in
consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

In accordance with Accounting Standards Update (“ASU”) 2015-02, “Amendments to the Consolidation Analysis”, the
Company performs an analysis to determine whether it is required to consolidate entities, by determining if the Company has a
variable interest in each entity and whether that entity is a variable interest entity (“VIE”). The Company performs the variable
interest analysis for all

108

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

entities in which it has a potential variable interest, which primarily consist of all Partnerships where the Company serves as the
general partner or managing member, and general partner entities not wholly owned by the Company. If the Company has a variable
interest in the entity and the entity is a VIE, it will also analyze whether the Company is the primary beneficiary of this entity and
whether consolidation is required.

In evaluating whether it has a variable interest in the entity, the Company reviews the equity ownership and whether the Company
absorbs risk created and distributed by the entity, as well as whether the fees charged to the entity are customary and commensurate
with the level of effort required to provide services. Fees received by the Company are not variable interests if (i) the fees are
compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service
arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated
at arm’s length and (iii) the Company’s other economic interests in the VIE held directly and indirectly through its related parties, as
well as economic interests held by related parties under common control, where applicable, would not absorb more than an
insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits. Evaluation of these
criteria requires judgment.

For entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary. The

Company evaluates its economic interests in the entity specifically determining if the Company has both the power to direct the
activities of the VIE that most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses
or right to receive benefits that could potentially be significant to the VIE (“the benefits”). When making the determination on whether
the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the
Company’s share of the economics is significant. The Company utilizes qualitative factors, and, where applicable, quantitative factors,
while performing the analysis and the Company has determined that it is not the primary beneficiary of each of the Partnerships,
therefore consolidation is not required for those entities.

For the general partner entities that are not wholly owned by the Company that are determined to be VIEs, the Company has

determined it is the primary beneficiary since it has the power and the benefits; therefore consolidation of these entities is required.
The portion of the consolidated subsidiaries owned by third parties and any related activity is eliminated through non-controlling
interests in general partnerships in the Consolidated Balance Sheets and income (loss) attributable to non-controlling interests in
general partnerships in the Consolidated Statements of Income.

For entities that are not determined to be VIEs, the Company analyzes whether it has a controlling financial interest to determine

whether consolidation is required.

At each reporting date, the Company determines whether any reconsideration events have occurred that require it to revisit the

primary beneficiary analysis and will consolidate or deconsolidate accordingly.

See Note 4 for additional disclosure on VIEs.

109

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

Accounting for Differing Fiscal Periods

The Partnerships primarily have a fiscal year end as of December 31, and the Company accounts for its investments in the

Partnerships using a three-month lag due to the timing of financial information received from the investments held by the Partnerships.
The Partnerships primarily invest in private equity funds, which generally require at least 90 days following the calendar year end to
present audited financial statements. The Company records its share of capital contributions to and distributions from the Partnerships
in investments in the Consolidated Balance Sheets during the three month lag period.

The Company’s revenue earned from Partnerships, including both management and advisory fee revenue and incentive fee

revenue, is not accounted for on a lag.

To the extent that management is aware of material events that affect the Partnerships during the intervening period, the impact

of the events would be disclosed in the Notes to Consolidated Financial Statements.

Foreign Currency

Foreign currency balances and transactions of the Company, including its foreign subsidiaries are translated into U.S. Dollars,
which is the functional currency. Assets and liabilities relating to foreign subsidiaries are translated using the exchange rates prevailing
at the end of each reporting period. Results of the Company’s foreign subsidiaries are translated using the weighted-average
exchange rate for each reporting period. Foreign exchange losses related to the Company and its foreign subsidiaries are included in
general, administrative and other expenses in the Consolidated Statements of Income and were $175, $4, and $700 for the years
ended March 31, 2017, 2016 and 2015, respectively.

Cash, Cash Equivalents, and Restricted Cash

Cash deposits in interest-bearing money market accounts and highly liquid investments, with an original maturity of three months

or less, are classified as cash equivalents. Interest earned on cash and cash equivalents is recorded as interest income in the
Consolidated Statements of Income.

Restricted cash at March 31, 2017 and 2016 was primarily cash held by the Company’s foreign subsidiaries due to certain

government regulatory capital requirements.

Fees Receivable

Fees receivable are equal to contractual amounts reduced for allowances, if applicable. The Company considers fees receivable
to be fully collectible; accordingly no allowance for doubtful accounts has been established. If accounts become uncollectible, they will
be expensed when that determination is made.

110

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

Furniture, Fixtures and Equipment

Furniture, fixtures and equipment consist primarily of leasehold improvements, furniture, electronic equipment, and computer
hardware and software and are recorded at cost, less accumulated depreciation. Depreciation is recognized in accordance with the
straight-line method over the estimated useful lives as follows:

Computer equipment
Furniture and fixtures
Office equipment

3 years
5-7 years
3-5 years

Leasehold improvements are capitalized and depreciated over the shorter of their useful life or the life of the lease. Expenditures

for improvements that extend the useful life of an asset are capitalized. Expenditures for ordinary repairs and maintenance are
expensed as incurred.

Intangibles and Goodwill

The Company’s intangible assets consist of customer relationship assets identified as part of an acquisition in 2013. Identifiable

finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 7 to 10 years,
reflecting the contractual lives of such assets. The Company does not hold any indefinite-lived intangible assets. Intangible assets are
reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The
Company has not recognized any impairment charges in any of the periods presented.

As part of the acquisition noted above, the Company acquired intangible assets of $770. The carrying value of the intangible

assets was $400 and $490, and is included in other assets in the Consolidated Balance Sheets as of March 31, 2017 and 2016,
respectively. The accumulated amortization of intangibles was $370 and $280 as of March 31, 2017 and 2016, respectively.
Amortization of intangible assets was $91 for each of the years in the three-year period ended March 31, 2017, and is included in
general, administrative and other expenses in the Consolidated Statements of Income. The estimated amortization expense for the
next five fiscal years is $91, $91, $87, $45, and $45, respectively.

Goodwill of $1,069, which is included in other assets in the Consolidated Balance Sheets, was recorded in conjunction with the
acquisition in 2013. Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more
frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the qualitative
approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of the Company’s
reporting unit is less than the respective carrying value. The reporting unit is the reporting level for testing the impairment of goodwill.
If it is determined that it is more likely than not that an operating segment’s fair value is less than its carrying value or when the
quantitative approach is used, a two-step quantitative assessment is performed to (a) calculate the fair value of the operating segment
and compare it to its carrying value, and (b) if the carrying value exceeds its fair value, to measure an impairment loss. The Company
performed the annual impairment assessment as of December 31, 2016 noting that no goodwill impairment existed.

111

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

Equity Method Investments

Investments in which the Company is deemed to exert significant influence but not control are accounted for using the equity
method of accounting. For investments in the Partnerships accounted for under the equity method of accounting, the Company’s share
of income (losses) is included in equity in income of investees in the Consolidated Statements of Income. The Company’s equity in
income of investees is generally comprised of realized and unrealized gains from the underlying funds and portfolio companies held by
the Partnerships. The carrying amounts of equity method investments are reflected in investments in the Consolidated Balance
Sheets.

Fair Value of Financial Instruments

The Company considers cash and cash equivalents, fees receivable, prepaid expenses, other assets, investments, accounts

payable, accrued compensation and benefits, senior secured term loan, and other liabilities to be its financial instruments. The carrying
amount reported in the Consolidated Balance Sheets for these financial instruments equals or closely approximates their fair values;
except for investments, which are discussed in Note 3, and senior secured term loan and interest rate cap, which are discussed in
Note 6.

Revenue Recognition

Revenues consist primarily of management and advisory fees and incentive fees.

Management and advisory fees are generally comprised of management fees from customized separate accounts, specialized

funds, and distribution management services, and advisory fees from non-discretionary advisory and reporting services.

Revenue from specialized funds and customized separate accounts are determined by applying a percentage to unaffiliated net

invested capital or committed capital under management. Generally, customized separate accounts are contractual arrangements
involving an investment management agreement between the Company and a single client. In some cases, a customized separate
account will be structured as a limited partnership with a subsidiary of the Company as general partner or managing member.
Specialized funds are primarily limited partnerships having multiple investors with a subsidiary of the Company serving as general
partner or managing member. Distribution management fees are earned by applying a percentage to assets under management or
proceeds received. Revenue from advisory clients is generally a fixed fee, and reporting and diligence services are generally charged
on a per fund or transaction basis. Management and advisory fee revenues are recognized in the period during which the related
services are performed and the amounts have been contractually earned.

Incentive fees earned on the performance of certain separate accounts (“Performance Fees”) are recognized based on the
performance during the period, subject to the achievement of minimum return levels, in accordance with the respective terms set out
in the client agreement. Performance Fees are recognized when the return levels are met and are not subject to contingencies.

With respect to the Partnerships, incentive fees (“Carried Interest”) are allocated to the general partner/managing member based
on cumulative fund performance to date, subject to a preferred return to limited partners/non-managing members. The Company has
elected to adopt “Method 1” for revenue recognition based on a formula. Under this method, incentive fees are recognized when
fixed or determinable and all related contingencies have been resolved. Carried Interest received by the Company before the above
criteria have been met are deferred and recorded as deferred incentive fee revenue in the

112

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

Consolidated Balance Sheets. The Company may receive tax distributions related to taxable income allocated by the Partnerships,
which are treated as advanced incentive fees and subject to the same recognition criteria. Tax distributions are subject to clawback
unless the taxes are non-recoverable.

Compensation and Benefits

Compensation and Benefits consists of (a) base compensation comprising salary, bonuses, and benefits paid and payable to

employees, (b) equity-based compensation associated with the grants of restricted stock awards to senior employees, and (c)
incentive fee compensation which consists of Carried Interest and Performance Fee allocations as detailed below.

Equity-based awards issued are measured at their fair value at the date of grant. The fair value of the restricted stock grant is
based on the closing stock price on the trading day before the date of grant. Expenses related to employee equity-based compensation
are recorded evenly over the vesting period using the straight-line method. See Note 8 for more information regarding accounting for
equity-based awards.

Incentive fee compensation expense includes compensation directly related to incentive fees. Certain employees of the Company
are granted allocations or profit-sharing interests and are thereby, as a group, entitled to a 25% portion of the incentive fees earned by
the Company from certain Partnerships and certain managed accounts subject to vesting. Amounts payable pursuant to these
arrangements are recorded as compensation expense when they have become probable and reasonably estimable. The Company’s
determination of the point at which it becomes probable and reasonably estimable that incentive fee compensation expense should be
recorded is based on its assessment of numerous factors, particularly those related to the profitability, realizations, distribution status,
investment profile and commitments or contingencies of the individual funds that may give rise to incentive fees. Incentive fee
compensation may be expensed before the related incentive fee revenue is recognized.

Other Non-Operating Income (Loss)

Other non-operating income for the year ended March 31, 2016 primarily consisted of a non-cash gain of $5,408 on the merger
transaction of a prior technology investment. The fair value of the consideration received, which consisted of equity in the acquiring
company, was $10,798. Other non-operating loss for the year ended March 31, 2015 primarily consisted of a non-cash loss on an
equity method investment.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized for the
expected future tax consequences attributable to temporary differences between the carrying amount of the existing tax assets and
liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied
in the years in which temporary differences are expected to be recovered or settled. The principal items giving rise to temporary
differences are the use of accelerated depreciation and certain basis differences resulting from acquisitions and the recapitalization
transactions. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be
realized.

113

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

operations in foreign jurisdictions. Any taxable income or loss generated by HLA is passed through to and included in the taxable
income or loss of its members, including HLI following the Reorganization and IPO, on a pro rata basis. As a result, the Company
does not record income taxes on pre-tax income or loss attributable to the non-controlling interests in the general partnerships and
HLA, except for foreign taxes discussed above. HLI is subject to U.S. federal and applicable state corporate income taxes with
respect to its allocable share of any taxable income of HLA following the Reorganization and IPO.

The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required
to file income tax returns, as well for all open tax years in these jurisdictions. The Company evaluates tax positions taken or expected
to be taken in the course of preparing an entity’s tax returns to determine whether it is “more-likely-than-not” that each tax position
will be sustained by the applicable tax authority.

Tax Receivable Agreement

The Company’s purchase of HLA Class A units concurrent with the IPO, and the subsequent and future exchanges by holders of

HLA units for shares of the Company's Class A common stock pursuant to the Exchange Agreement, is expected to result in
increases in its share of the tax basis of the tangible and intangible assets of HLA, which will increase the tax depreciation and
amortization deductions that otherwise would not have been available to HLI. These increases in tax basis and tax depreciation and
amortization deductions are expected to reduce the amount of cash taxes that HLI would otherwise be required to pay in the future.
HLI has entered into a tax receivable agreement (“TRA”) with the other members of HLA (the “TRA Recipients”) that requires it to
pay them 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that HLI actually realizes (or, under
certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the TRA
Recipients described above and certain other tax benefits attributable to payments under the TRA.

Segments

The Company operates its business in a single segment, which is how our chief operating decision maker (who is our chief
executive officer) reviews financial performance and allocates resources. Accordingly, the Company considers itself to be in a single
operating and reportable segment structure.

Concentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash
equivalents, restricted cash and fees receivable. The majority of the Company’s cash and cash equivalents are held with one major
financial institution and expose the Company to a certain degree of credit risk. Substantially all cash amounts on deposit with major
financial institutions exceed insured limits. The concentration of credit risk with respect to fees is generally limited due to the short
payment terms extended to clients by the Company.

The Company derives revenues from clients located in the United States and other foreign countries.

114

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

The below table presents revenues by geographic location:

United States

Israel

Other foreign countries

Total revenues(1)

Year Ended March 31,

2017

2016

2015

99,098

104,337

16,675

64,047

18,642

57,818

179,820

180,797

87,949

14,570

52,866

155,385

(1) Revenues are attributed to countries based on location of the client or investor.

Distributions

Distributions are reflected in the consolidated financial statements when declared. Refer to Note 7 for additional details on

distributions.

Related Parties

For purposes of classifying amounts, the Company considers its employees, directors, equity method investments, and the TRA

Recipients to be related parties. Refer to Note 12 for details on transactions with related parties.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards update (ASU) No. 2014-09,
“Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 represents a comprehensive new revenue recognition
model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. In
August 2015, the FASB deferred the effective date of ASU 2014-09 by one year to annual and interim reporting periods beginning
after December 15, 2017. In addition, during March, April and May 2016, the FASB issued ASU No. 2016-08 “Revenue from
Contracts with Customer: Principal versus Agent Consideration (Reporting Revenue Gross versus Net)”, ASU No. 2016-10
“Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing”, and ASU No. 2016-12
“Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients”, respectively. These
additional amendments clarified the revenue recognition guidance on reporting revenue. The Company is currently evaluating the
effect that adoption will have on its Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial
Liabilities” (ASU 2016-01), which requires entities to measure equity investments that do not result in consolidation and are not
accounted for under the equity method at fair value and recognize any changes in fair value in net income. The standard is effective
for fiscal years beginning after December 15, 2017, including interim periods within those years, and entities may early adopt. The
Company is currently evaluating the effect that adoption will have on its Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, “Leases” (ASU 2016-02). The new standard establishes a right-of-use (ROU)

model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense
recognition in

115

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

the consolidated income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim
periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees
for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the
financial statements, with certain practical expedients available. The Company is currently evaluating the effect that adoption will
have on its Consolidated Financial Statements.

In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (ASU
2016-09). ASU 2016-09 changes how companies account for certain aspects of share-based payments to employees. ASU 2016-09
is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is
permitted in any interim or annual period but all of ASU 2016-09 must be adopted in the same period. The Company elected to early
adopt the amended guidance on April 1, 2016. The primary impact of adoption was the recognition of excess tax benefits in the
provision (benefit) for foreign income taxes rather than equity. The Company elected to apply the amendment to classify excess tax
benefits as an operating activity in its Consolidated Statements of Cash Flows prospectively. Adoption of the guidance had no
cumulative impact on members’ deficit as of March 31, 2016.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Payments” (ASU 2016-

15). ASU 2016-15 clarifies cash flow classification of several discrete cash flows issues including debt prepayment costs and
distributions received from equity method investees. The amendments are effective for fiscal years beginning after December 15,
2017 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that
adoption will have on its Consolidated Financial Statements.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows - Restricted Cash” (ASU 2016-18). ASU
2016-18 requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts
generally described as restricted cash or restricted cash equivalents. The amendments in this update are effective for years beginning
after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the
standard on October 1, 2016 and retrospectively applied the amendment. Other than the change in presentation of restricted cash
within the Consolidated Statements of Cash Flows, the adoption of this standard did not have a material impact on its Consolidated
Financial Statements.

Reclassifications

Certain prior period amounts have been reclassified to conform with current period presentation.

116

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

3. Investments

Investments consist of the following:

Equity method investments in Partnerships

Other equity method investments

Investments carried at cost

Total Investments

March 31,

2017

2016

103,141 $

661

16,345

120,147 $

88,951

13,798

102,749

The Company’s equity method investments in Partnerships represent its ownership in certain specialized funds and customized

separate accounts. The strategies and geographic location of investments within the Partnerships vary by fund. The Company
generally has a 1% interest in each of the Partnerships although the Company has interests in certain Partnerships ranging from 0-
7%. The Company recognized equity method income related to its investments in Partnerships and other equity method investments of
$12,801, $1,518, and $10,474 for the years ended March 31, 2017, 2016, and 2015, respectively. The Company’s other equity method
investments represent its ownership in a technology company that provides benchmarking and analytics of private equity data.

The Company’s equity method investments in Partnerships consist of the following types:

Primary funds

Secondary funds

Direct/co-investment funds

Customized separate accounts

Total equity method investments in Partnerships

March 31,

2017

2016

18,741 $

7,111

34,855

42,434

103,141 $

16,262

6,313

28,589

37,787

88,951

The Company evaluates each of its equity method investments to determine if any were significant pursuant to the requirements

of Regulation S-X. As of and for the years ended March 31, 2017 and 2016, no individual equity method investment held by the
Company met the significance criteria, and as a result, the Company is not required to present separate financial statements for any of
its equity method investments.

117

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

The summarized financial information of the Company’s equity method investments in Partnerships is as follows:

Assets

Investments

Other assets

Total assets

Liabilities and Partners’ Capital

Debt

Other liabilities

Total liabilities

Partners’ capital

Total Liabilities and Partners’ Capital

Investment Income

Expenses

Net investment income

Net realized and unrealized gain

Net income

March 31,

2017

2016

8,999,677 $

282,380

9,282,057 $

71,876 $

45,043

116,919

9,165,138

9,282,057 $

7,362,930

270,819

7,633,749

64,168

56,179

120,347

7,513,402

7,633,749

Year Ended March 31,

2017

2016

2015

93,470 $

109,648

(16,178)

1,121,595

1,105,417 $

103,871 $

96,352

7,519

184,831

192,350 $

93,711

80,613

13,098

786,375

799,473

The Company’s investments carried at cost include other proprietary investments that are not consolidated, over which the
Company does not exert significant influence and for which fair value is not readily determinable. The Company has determined in
accordance with the applicable guidance that it is impracticable to estimate the fair value of the investments carried at cost due to
limited information available. As of March 31, 2017 and 2016, the Company did not identify any significant events or changes in
circumstances that have a significant adverse effect on the carrying value of these investments carried at cost.

4. Variable Interest Entities

The Company consolidates certain VIEs in which it is determined that the Company is the primary beneficiary. The consolidated

VIEs are general partner entities of the Partnerships, which are not wholly owned by the Company. The total assets of the
consolidated VIEs are $19,653 and $21,849 as of March 31, 2017 and 2016, respectively and are recorded in Investments in the
Consolidated Balance Sheets. The consolidated VIEs had no liabilities as of March 31, 2017 and 2016. The assets of the consolidated
VIEs may only be used to settle obligations of the consolidated VIEs, if any. In addition, there is no recourse to the Company for the
consolidated VIEs’ liabilities, except for certain entities in which there could be a claw back of previously distributed carried interest.

The Company holds variable interests in certain Partnerships that are VIEs, which are not consolidated, as it is determined that

the Company is not the primary beneficiary. Certain Partnerships are considered VIEs because limited partners lack the ability to
remove the general partner or dissolve the entity without cause, by simple majority vote (i.e. have substantive “kick out” or
“liquidation” rights).

118

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

The Company’s involvement with such entities is in the form of direct equity interests in, and fee arrangements with, the Partnerships
in which it also serves as the general partner or managing member. In the Company’s role as general partner or managing member, it
generally considers itself the sponsor of the applicable Partnership and makes all investment and operating decisions. As of March 31,
2017, the total commitments and remaining unfunded commitments from the limited partners and general partners to the
unconsolidated VIEs are $11,342,835 and $4,614,653, respectively. These commitments are the primary source of financing for the
unconsolidated VIEs.

The maximum exposure to loss represents the potential loss of assets recognized by the Company relating to these unconsolidated

entities. The Company believes that its maximum exposure to loss is limited because it establishes separate limited liability or limited
partnership entities to serve as the general partner or managing member of the Partnerships.

The carrying amount of assets and liabilities recognized in the Consolidated Balance Sheets related to the Company’s interests in

these non-consolidated VIEs and the Company’s maximum exposure to loss relating to non-consolidated VIEs were as follows:

Investments

Fees receivable

Due from related parties

Total VIE Assets

Deferred incentive fee revenue

Non-controlling interests

Maximum Exposure to Loss

5. Furniture, Fixtures, and Equipment

Furniture, fixtures, and equipment consist of the following:

Computer equipment

Furniture and fixtures

Leasehold improvements

Office equipment

Less: accumulated depreciation

Furniture, fixtures, and equipment, net

March 31,

2017

2016

60,597 $

430

1,742

62,769

45,166

(9,901)

98,034 $

March 31,

2017

2016

5,598 $

3,855

3,812

2,072

15,337

11,274

4,063 $

49,330

573

49,905

45,166

(11,368)

83,703

5,653

3,793

3,978

2,045

15,469

10,857

4,612

Depreciation expense was $1,824, $1,936 and $1,777 for the years ended March 31, 2017, 2016 and 2015, respectively, and is

included in general, administrative and other expenses in the Consolidated Statements of Income.

119

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

6. Senior Secured Term Loan and Bank Line of Credit

On July 9, 2015, the Company entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with various lenders for

a senior secured term loan of $260,000. After expenses, including underwriting fees and other expenses, the net amount received was
$253,994. The Company utilized the proceeds (along with available cash) primarily to pay off the previous term loan for $108,757 and
recapitalize the Company by purchasing interests from certain equity holders for $165,238 in the aggregate. The previous unamortized
deferred financing costs of $2,408 were immediately written off and included in interest expense in the Consolidated Statements of
Income for the year ended March 31, 2016.

The cash proceeds were net of deferred financing costs of $5,356 and an original issue discount of $650. The original issue
discount represents the difference between the stated redemption price at maturity and the issue price and is included in term loan
payable net of deferred financing in the Consolidated Balance Sheets and amortized into interest expense in the Consolidated
Statements of Income over the term of the loan.

Interest on the senior secured term loan is variable based on LIBOR, subject to a floor of 0.75%, plus a margin of 3.5%, implying
a minimum interest rate of 4.25% per annum. The term loan requires 1% annual principal payments which began December 31, 2015,
as well as prepayments from certain “asset sales” and “excess cash flow”, if applicable, beginning with the six-month period ending
March 31, 2016 and continuing each fiscal year thereafter. Prepayments with respect to excess cash flow, if any, are made on an
annual basis, and the first payment was made on June 30, 2016.

The remaining principal balance of the term loan is due upon maturity at July 9, 2022. The Company is permitted to make

voluntary prepayments on the loan without penalty. The Company made a voluntary prepayment of $160,000 and $10,000 on the term
loan in March 2017 and February 2016, respectively. In connection with the voluntary prepayments, the Company has written off
$3,359 of the previously unamortized deferred financing costs which are included in interest expense in the Consolidated Statements
of Income.

The Credit Agreement contains various restrictive covenants. It requires the Company to maintain a specified maximum total

leverage ratio. In addition, the Credit Agreement, among other things, limits the ability of the Company to incur additional
indebtedness, to make certain restricted payments, to consummate mergers, consolidations, asset sales and make certain investments,
subject to certain exceptions and carve-outs. The term loan is secured by substantially all of the assets of HLA and ranks senior to all
other indebtedness.

In July 2015, the Company purchased interest rate caps through June 30, 2020 to limit exposure to fluctuations in LIBOR above 2.5%
on a portion of the Company’s senior secured term loan. In October
2016, the Company de-designated its remaining interest rate caps as cash flow hedges and discontinued
hedge accounting. The amount accumulated in other comprehensive income (loss) will be amortized to
interest expense over the remaining term of the respective interest rate caps, or written off if the cash flows become no longer
probable. The changes in the fair value of these interest rate caps after the de-designation are recorded in other non-operating income
in the Consolidated Statements of Income. The fair value of the interest rate caps was $194 and $225 as of March 31, 2017 and 2016,
respectively, and is included in other assets in the Consolidated Balance Sheets. The fair value of the interest rate caps is determined
utilizing quoted prices in active markets for the same or similar instruments and is classified as Level II within the fair value hierarchy.

120

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

The Company previously entered into a revolving line of credit which terminated on April 4, 2017. There were no borrowings
outstanding under the revolving line of credit for any of the years presented. The Company had letters of credit outstanding of $145
and $195 as of March 31, 2017 and 2016, respectively.

The fair value of the outstanding balances of the term loan at March 31, 2017 and 2016 approximated par value based on current

market rates for similar debt instruments and are classified as Level II within the fair value hierarchy.

The aggregate minimum principal payments on the Term Loan are due as follows:

Fiscal year ending March 31,
2018
2019
2020
2021
2022
Thereafter

2,600
2,600
2,600
2,600
2,600
73,100

86,100

7. Equity

Subsequent to the Reorganization and IPO as described in Note 1, the Company has two classes of common stock outstanding,

Class A common stock and Class B common stock.

Class A common stock

Holders of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of
stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the
Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the
payment of dividends imposed by the terms of any outstanding preferred stock.

Class B common stock

Holders of Class B common stock are entitled to ten votes for each share held of record on all matters submitted to a vote of
stockholders, but have de minimis economic rights. Shares of Class B common stock were issued in the Reorganization to the holders
of Class B units of HLA at a one-to-one ratio. Shares of Class B common stock (together with the corresponding Class B units) may
be exchanged for shares of Class A common stock on a one-to-one basis, or, at the Company’s election, for cash in an amount equal
to the net proceeds from the sale of shares of Class A common stock equal to the number of shares of Class B common stock being
exchanged, subject to certain restrictions pursuant to the exchange agreement as discussed in Note 1.

121

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

Shares of Common Stock Outstanding

The following table shows a rollforward of our common stock outstanding since our IPO:

March 6, 2017

Issued to the public in the IPO

Issued to HLA Class B unitholders in the Reorganization

HLA units exchanged in the Reorganization

Restricted interests converted to restricted stock in connection with the Reorganization

Restricted stock granted at time of IPO

Restricted stock granted after IPO

Repurchase of restricted stock for tax withholding

March 31, 2017

HLA Operating Agreement

Class A Common Stock

Class B Common
Stock

13,656,250

27,935,255

3,899,169

1,080,063

231,288

284,263

(114,529)

19,036,504

27,935,255

In accordance with the limited liability company agreement of HLA (the “HLA Operating Agreement”), profits and losses from
HLA are allocated on a pro rata basis based upon each member’s economic interests. The HLA Operating Agreement provides that
distributions are made on a pro rata basis in an amount sufficient to pay income taxes owed by the members on their share of HLA’s
taxable income. In addition to these tax distributions, the Company made distributions in excess of required tax distributions to
members in an aggregate amount of $45,000, $25,000, and $19,000 for the years ended March 31, 2017, 2016, and 2015, respectively,
which included an excess distribution to option holders of $2,608, $2,124, and $2,502 for the years ended March 31, 2017, 2016, and
2015, respectively.

8. Equity-Based Compensation

2017 Equity Incentive Plan

The Company has adopted its 2017 Equity Incentive Plan (the “Plan”), which permits the issuance of up to 5,000,000 shares of
Class A common stock, which may be granted as incentive stock options, nonqualified stock options, SARs, restricted stock, restricted
stock units, or PSUs. Awards under the Plan generally vest over four years, with options expiring not more than ten years from the
date of grant, three months after termination of employment or one year after the date of death or termination due to disability of the
grantee. As of March 31, 2017, there were 3,285,413 shares of Class A common stock available to grant under the Plan. Pursuant to
the terms of the Plan, awards may not be granted after March 6, 2027.

Conversion of Restricted Interests

On March 6, 2017, in connection with the Reorganization described in Note 1, all outstanding options and unvested restricted

interests of HLA were cancelled and replaced with stock options and restricted stock awards under the Plan. The replacement
awards were issued with substantially identical remaining vesting periods and other terms. There was no difference in the fair value
of the cancelled awards and replacement awards and no additional compensation expense was recorded.

122

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

Summary of Option Activity

A summary of option activity under the Plan for the three years ended March 31, 2017 is presented below:

2017

2016

2015

Year Ended March 31,

Weighted-
Average
Exercise
Price

Number of
Options

Options outstanding at beginning of year

3,532,340 $

Options exercised

Options outstanding at end of year

Options exercisable at end of year

(3,298,845)

233,495

1.03

1.01

1.34

Weighted-
Average
Exercise
Price

Number of
Options

0.94

0.61

1.03

7,587,388 $

(3,100,433)

4,486,955

0.76

0.51

0.94

Number of
Options

4,486,955 $

(954,615)

3,532,340

All options were vested as of June 1, 2011. The aggregate intrinsic value as of March 31, 2017 was $4,047 for options
outstanding, options exercisable, and options vested. The intrinsic value of options is determined based on the closing price of
Company’s Class A common stock underlying the options as of March 31, 2017, less the option exercise price. The weighted-average
remaining contractual term is 0.2 years for options outstanding and exercisable as of March 31, 2017. The intrinsic value of options
exercised was $46,436, $10,487, and $24,136 for the years ended March 31, 2017, 2016 and 2015, respectively.

At March 31, 2017, there was no unrecognized compensation expense related to options issued under the Plan.

Restricted Stock

The Company has granted restricted Class A common stock under the Plan to certain employees as part of the annual bonus
program and in connection with the Reorganization. Holders of restricted stock have all of the rights of a shareholder with respect to
such shares, including the right to vote the shares but not the right to receive dividends or other distributions. The awards vest over
four years in equal annual installments. On each vesting date, the related employee tax liabilities are either paid in cash by the
employee or stock is sold back to the Company at the then current fair value to offset the required minimum tax withholding
obligations. Forfeitures are recognized as they occur. Compensation expense related to the awards is recognized ratably each month
over the vesting period.

123

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

The change in unvested restricted stock, including unvested restricted interests prior to the IPO, is as follows:

March 31, 2016

Granted prior to IPO

Granted at IPO

Granted after IPO

Vested

Forfeited

March 31, 2017

Weighted-
Average
Grant-Date
Fair Value of
Award

10.86

13.95

16.00

18.79

9.37

11.31

14.49

Total
Unvested

1,076,389 $

7,170

231,288

284,263

(457,093)

(3,496)

1,138,521 $

The weighted average fair value per share of restricted stock awarded during the years ended March 31, 2017, 2016 and 2015
was $17.49, $13.95, and $11.24, respectively. The total fair value of restricted stock that vested during the years ended March 31,
2017, 2016 and 2015 was $8,589, $6,960, and $6,596, respectively. As of March 31, 2017, total unrecognized compensation expense
related to restricted stock was approximately $16,062 with a weighted-average amortization period of 3.2 years.

9. Compensation and Benefits

The Company has recorded the following amounts related to compensation and benefits:

Base compensation and benefits

Incentive fee compensation

Equity-based compensation

Total compensation and benefits

Year Ended March 31,

2017

2016

2015

65,968 $

1,467

4,681

72,116 $

72,179 $

16,156

3,730

92,065 $

54,453

2,314

3,390

60,157

The incentive fee compensation recorded for the year ended March 31, 2016 subject to claw-back from employees is $10,366.

There was no incentive fee compensation paid for the years ended March 31, 2017 and 2015 that is subject to claw-back.

The Company provides defined contribution plans covering U.S., United Kingdom and Hong Kong employees subject to minimum

age and service guidelines. Eligible employees may contribute a percentage of their annual compensation subject to statutory
guidelines.

The Company makes discretionary and/or matching contributions to the plans, which amounted to $1,122, $1,080, and $742 for the

years ended March 31, 2017, 2016 and 2015, respectively, and is included in compensation and benefits expense in the Consolidated
Statements of Income.

124

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

The Company also provides annual discretionary bonus awards to its employees based on company and individual performance,

which are included in compensation and benefits in the Consolidated Statements of Income.

10. Income Taxes

The Company’s income (loss) before income taxes consisted of the following:

Domestic income before income taxes

Foreign income before income taxes

Total income before income taxes

Components of income tax expense consist of the following:

Current:

Federal

State and local

Foreign

Total current income tax expense

Deferred:

Federal

State and local

Foreign

Total deferred income tax (benefit) expense

Total income tax expense

Year Ended March 31,

2017

2016

2015

73,565 $

1,189

74,754 $

55,252 $

1,469

56,721 $

70,519

1,466

71,985

Year Ended March 31,

2017

2016

2015

290

290 $

356 $

(383)

316 $

139

139 $

730

869 $

209

274

483

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:

Federal tax at statutory rate

State income taxes, net of federal benefit

Non-controlling interest

Foreign income taxes

Valuation allowance

Effective tax rate

Year Ended March 31,

2017

2016

2015

35.0%

5.2%

(39.7)%

(0.3)%

0.2%

0.4%

35.0%

3.1%

(38.1)%

0.6%

1.0%

1.6%

35.0%

3.1%

(38.1)%

0.7%

The Company’s overall effective tax rate is less than the statutory rate due primarily to the portion of income allocated to the non-
controlling entities, which are generally not subject to corporate-level income tax except for operations in certain foreign jurisdictions.

125

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

The significant components of deferred tax assets and liabilities are as follows:

Deferred tax assets:

Basis difference in HLA

Equity-based compensation

Net operating loss carryforwards

Valuation allowance

Total deferred tax assets

Deferred tax liabilities:

Undistributed foreign earnings

Total deferred tax liabilities

Net deferred tax assets

Year Ended March 31,

2017

2016

98,942 $

355

680

(38,180)

61,797 $

574 $

574

61,223 $

549

(549)

As of March 31, 2017 and 2016, the Company had net operating loss carryforwards of $680 and $549 that were generated from

certain foreign subsidiaries. These net operating losses can be carried forward indefinitely. As of March 31, 2017 and March 31,
2016, it is more likely than not that the tax benefits from these net operating loss carryforwards will not be realized, therefore, a
valuation allowance has been established for the full amount, respectively.

In connection with the Reorganization, the Company recorded a deferred tax asset in the amount of $98,778. It is more likely than

not that a portion of these tax benefits will not be realized, therefore, a valuation allowance of $37,500 has been established as of
March 31, 2017.

The Company believes it is more likely than not that the deferred tax assets (except those identified above)will be realized based

on the Company’s historic earnings, forecasted income, and the reversal of temporary differences. The net change in the valuation
allowance was an increase of $37,631.

As of March 31, 2017, 2016 and 2015, the Company had no unrecognized tax positions. The Company does not expect any
material increase or decrease in its gross unrecognized tax positions during the next twelve months. If and when the Company does
record unrecognized tax positions in the future, any interest and penalties related to unrecognized tax positions will be recorded in the
income tax expense line in the Consolidated Statements of Income.

The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates. In the normal course of

business, the Company may be subject to examination by federal and certain state and local tax authorities. As of March 31, 2017,
HLI’s federal and state income tax returns since inception are open to examination. As of March 31, 2017, HLA’s federal income tax
returns for the years 2013 through 2016 remain open and are subject to examination. HLA’s state and local tax returns are generally
subject to audit from 2013 through 2016. Currently, no tax authorities are auditing any of the Company’s income tax matters.

Tax Receivable Agreement

HLI’s purchase of HLA Class A units concurrent with the IPO, and the subsequent and future exchanges by holders of HLA
units for shares of HLI’s Class A common stock pursuant to the Exchange Agreement, are expected to result in increases in HLI’s
share of the tax basis of the tangible and intangible assets of HLA, which will increase the tax depreciation and amortization
deductions that otherwise would not have been

126

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

available to HLI. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of
cash taxes that HLI would otherwise be required to pay in the future. HLI has entered into a tax receivable agreement (“TRA”) with
the other members of HLA that requires HLI to pay exchanging HLA unitholders (the “TRA Recipients”) 85% of the amount of cash
savings, if any, in U.S. federal, state, and local income tax that HLI actually realizes (or, under certain circumstances, is deemed to
realize) as a result of the increases in tax basis in connection with exchanges by the TRA Recipients described above and certain
other tax benefits attributable to payments under the TRA. HLI has recorded a liability related to these payments of $10,734 as of
March 31, 2017. In the event that the valuation allowance related to tax benefits associated with the TRA is released in a future
period, an additional estimated payable will be due to the TRA Recipients of $5,013.

11. Earnings per Share

Basic earnings per share of Class A common stock is computed by dividing net income attributable to HLI for the period from
March 6, 2017 through March 31, 2017, the period following the Reorganization and IPO, by the weighted-average number of shares
of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is computed by
dividing net income attributable to HLI by the weighted-average number of shares of Class A common stock outstanding adjusted to
give effect to potentially dilutive securities.

Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI and therefore are not
participating securities. As a result, a separate presentation of basic and diluted earnings per share of Class B common stock under
the two-class method has not been included. Shares of the Company’s Class B common stock are, however, considered potentially
dilutive to the Class A common stock because each share of Class B common stock, together with a corresponding Class B unit, is
exchangeable for a share of Class A common stock on a one-for-one basis.

There were no shares of Class A common stock outstanding prior to March 6, 2017, therefore no earnings per share information

has been presented for any period prior to that date.

127

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per

share of Class A common stock:

Basic net income per share:

Numerator

Net Income

Less: Net income attributable to non-controlling interests in general partnerships

Less: Net income attributable to non-controlling interest in Hamilton Lane Advisors, L.L.C.

Net income attributable to Class A common stockholders - basic

Denominator

Weighted-average shares of Class A common stock outstanding - basic

Basic earnings per share

Diluted earnings per share:

Numerator

Net income attributable to Class A common stockholders - basic

Reallocation of net income assuming exercise of outstanding options and vesting of restricted stock

Net income attributable to Class A common stockholders - diluted

Denominator

Weighted-average shares of Class A common stock outstanding - basic

Weighted-average effect of dilutive securities:

Assumed exercise of outstanding options and vesting of restricted stock

Weighted-average shares of Class A common stock outstanding - diluted

Diluted earnings per share

March 6, 2017
through March 31,
2017

74,438

1,192

72,634

612

17,788,363

0.03

612

621

17,788,363

552,716

18,341,079

0.03

The calculation of diluted earnings per share excludes 34,438,669 outstanding Class B and C Units of HLA, which are
exchangeable into Class A common stock under the “if-converted” method, because the inclusion of such shares would be
antidilutive.

12. Related-Party Transactions

The Company has investment management agreements with various specialized funds and customized separate accounts that it
manages. The Company earned management and incentive fees from Partnerships of $111,582, $109,253, and $83,897 for the years
ended March 31, 2017, 2016 and 2015, respectively.

Due from related parties in the Consolidated Balance Sheets consist primarily of advances made on behalf of the Partnerships for

the payment of certain operating costs and expenses. The Company is subsequently reimbursed by the Partnerships for these
amounts.

128

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

Amounts due from related parties were comprised of the following:

Advances made on behalf of Partnerships

Refundable tax distributions

Notes and interest receivable - employees

March 31,

2017

2016

2,629 $

684

3,313 $

1,954

870

2,852

Fees receivable from the Partnerships were $918 and $2,021 for the periods ended March 31, 2017 and 2016, respectively, and

are included in fees receivable in the Consolidated Balance Sheets.

13. Commitments and Contingencies

Litigation

From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course

of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company
does not believe it is probable that any current legal proceeding or claim would individually or in the aggregate materially affect its
Consolidated Financial Statements.

Incentive Fees

In connection with Carried Interest from the Partnerships, the Company only recognizes its allocable share of the Partnerships’
earnings to the extent that this income is not subject to continuing contingencies. Carried Interest allocated to the Company from the
Partnerships that is subject to continuing contingencies is not recognized in the accompanying Consolidated Balance Sheets. The
Partnerships have allocated Carried Interest, which is still subject to contingencies, in the amounts of $236,857 and $177,257 at March
31, 2017 and 2016, respectively, of which $45,166 and $45,166 at March 31, 2017 and 2016, respectively, has been received and
deferred by the Company.

If the Company ultimately receives the unrecognized Carried Interest, a total of $48,849 and $33,949 as of March 31, 2017 and
2016, respectively, would be potentially payable to certain employees and third parties pursuant to compensation arrangements related
to the carried interest profit-sharing plans. Such amounts have not been recorded in the Consolidated Balance Sheets or Consolidated
Statements of Income as this liability is not yet probable.

Leases

The Company has entered into operating lease agreements for office equipment, office space, and related information services.

The Company leases office space in various countries around the world and maintains its headquarters in Bala Cynwyd,
Pennsylvania, where it leases primary office space under a non-cancellable lease agreement expiring December 2021 with two
options to extend the term for five years each. Total lease expense was $4,801, $4,740, and $4,478 for the years ended March 31,
2017, 2016 and 2015, respectively, and is recorded on the straight-line basis and included in general, administrative and other expenses
in the Consolidated Statements of Income.

Future minimum lease payments under noncancelable operating leases consist of the following:

Fiscal year ending March 31:
2018
2019
2020
2021
2022
Thereafter

4,103
3,629
3,459
3,262
2,129
-

Commitments

The Company serves as the investment manager of the Partnerships. The general partner or managing member of each

Partnership is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited
31, 2017.
partners in most instances. The aggregate unfunded commitment of the general partners to the Partnerships was $76,908 as of March
14. Management and Advisory Fees
31, 2017.

14. Management and Advisory Fees

The following presents management and advisory fee revenues by product offering:

2017

Customized separate accounts

Specialized funds
Customized separate accounts
Advisory and reporting
Specialized funds
Distribution management
Advisory and reporting
Total management and advisory fees
Distribution management

Total management and advisory fees

129

Year Ended March 31,

2016
Year Ended March 31,

67,879 $

71,261 $

2017

74,675
71,261 $
23,798
74,675
2,940
23,798
172,674 $
2,940

172,674 $

2016

62,340
67,879 $
22,536
62,340
4,875
22,536
157,630 $
4,875

157,630 $

2015

63,275

51,315
63,275
22,388
51,315
8,898
22,388
145,876
8,898

145,876

Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

15. Quarterly Financial Information (Unaudited)

Total revenues

Total expenses

Net income

Net income attributable to Hamilton Lane Incorporated

Earnings per share of Class A common stock (1):

Class A - Basic

Class A - Diluted

Total revenues

Total expenses

Net income

Net income attributable to Hamilton Lane Incorporated

Earnings per share of Class A common stock (1):

Class A - Basic

Class A - Diluted

June 30, 2016

39,566 $

22,706

16,391

June 30, 2015

45,573 $

23,706

23,565

For the quarter ended

September 30,
2016

December 31,
2016

March 31, 2017

51,244 $

27,801

24,358

42,331 $

25,579

17,063

46,679

27,619

16,626

612

0.03

For the quarter ended

September 30,
2015

December 31,
2015

March 31, 2016

38,784 $

42,468

(3,717)

55,097 $

30,292

20,334

41,343

22,497

15,670

(1) Represents earnings per share of Class A common stock outstanding for the period from March 6, 2017 through March 31, 2017, the period

following the Reorganization and IPO (See Note 11).

16. Subsequent Events

On June 12, 2017, the Company declared a quarterly dividend of $0.175 per share of Class A common stock to record holders at

the close of business on June 26, 2017. The payment date will be July 10, 2017.

130

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness

of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
March 31, 2017. Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control
objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and
that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure

controls and procedures were ineffective at March 31, 2017 due to a material weakness in our internal control over financial reporting
related to our calculation of deferred taxes and payable under the tax receivable agreement we entered into in connection with our
IPO. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented
or detected on a timely basis. Specifically, the deferred tax asset and corresponding payable amounts were calculated inconsistently
with the terms of the tax receivable agreement. The error was identified and corrected in the course of preparing our audited financial
statements for the year ended March 31, 2017. However, we are reporting a material weakness because the review control designed
to prevent or detect errors in our tax account balances and the related disclosure was not designed appropriately to identify this error.

Management’s Report on Internal Control over Financial Reporting

Although this Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

due to a transition period established by the SEC for newly public companies, management has identified a material weakness in our
internal controls over financial reporting related to the calculation of the tax receivable agreement entered into in connection with our
IPO, as described above.

Because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not

be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth
company.

131

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the quarter ended March 31, 2017 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Subsequent to March 31, 2017 and in connection with the identification of the material weakness discussed above, we have taken

the following steps to improve our internal control over financial reporting:

•
•
•

We have hired a Director of Tax to oversee financial reporting for income taxes.
We have implemented procedures intended to ensure that future calculations are performed correctly.
We are establishing additional monitoring and oversight controls to ensure the accuracy and completeness of our consolidated
financial statements and related disclosures.

Item 9B. Other Information

None.

132

Item 10. Directors, Executive Officers and Corporate Governance

PART III

MANAGEMENT

The following table sets forth the names, ages and positions of our current directors and executive officers. Each of our executive

officers is employed by and holds the listed positions at HLA. Our board of directors has appointed our senior management team to
the same positions at Hamilton Lane Incorporated.

Name

Hartley R. Rogers

Mario L. Giannini

Randy M. Stilman

Erik R. Hirsch

Kevin J. Lucey

Lydia A. Gavalis

Juan Delgado-Moreira

Michael Donohue

David J. Berkman

O. Griffith Sexton

Leslie F. Varon

Hartley R. Rogers

Age

Position

Chairman and Director

Chief Executive Officer and Director

Chief Financial Officer and Treasurer

Vice Chairman and Director

Chief Operating Officer

General Counsel and Secretary

Managing Director

Managing Director and Controller

Director

Mr. Rogers is the Chairman of our board of directors, a Managing Director, and a member of various investment committees.
Prior to serving as Chairman, Mr. Rogers was the Vice Chairman of the board of directors of HLA. He is a Managing Director of
Aries Advisors, LLC and Co-Head of CSFB Equity Partners, a private equity fund that is in liquidation and for which Aries Advisors,
LLC is an investment advisor. Prior to joining Hamilton Lane in 2003, he was a Managing Director in the Private Equity Division of
Credit Suisse First Boston from 1997 to 2001. Subsequently, he was a Managing Director and investment committee member of DLJ
Merchant Banking Partners III, a $5.3 billion private equity fund, from 2001 to 2002. Prior to joining CSFB in 1997, Mr. Rogers was a
Managing Director of Morgan Stanley & Co. Incorporated, where his responsibilities included serving as President of the general
partners of the Princes Gate Investors family of private equity funds. He worked at Morgan Stanley from 1981 to 1983, 1986 to 1993
and from 1995 to 1997. He serves on the boards (or equivalent bodies) of the Green Vale School, the Peoples’ Symphony Concerts
and Acadia Healthcare (NASDAQ: ACHC) and previously served on the Board of the Metropolitan Opera. He is a graduate of
Harvard College and received an M.B.A. from Harvard Business School.

Mr. Rogers’ extensive experience in private markets, including his long tenure as our Chairman, brings valuable industry-specific

knowledge and insights to the board of directors and provides the board of directors with an in-depth understanding of our business
and operations.

133

Mario L. Giannini

Mr. Giannini is our Chief Executive Officer, a member of our board of directors and a Co-Chairman of various investment
committees. Mr. Giannini has been a director since 1998 and has been Chief Executive Officer since 2001. Prior to becoming Chief
Executive Officer, Mr. Giannini was the President of HLA from 1998 to 2001. Prior to joining Hamilton Lane in 1993, he served as
Executive Vice President and General Counsel of Industrial Valley Title Insurance Company from 1989 to 1992, Deputy General
Counsel of Fidelity Bank in Philadelphia from 1984 to 1989, and Senior Attorney at Continental Illinois Bank in Chicago from 1979 to
1983. Mr. Giannini received a B.A. from California State University, Northridge, a Master of Laws degree from the University of
Virginia and a J.D. from Boston College. He is a former member of the state bars of California and Illinois.

Mr. Giannini’s extensive experience in private markets, including his long tenure overseeing our strategic direction as Chief
Executive Officer, brings valuable industry-specific knowledge and insights to the board of directors and provides the board of
directors with an in-depth understanding of our business and operations.

Randy M. Stilman

Mr. Stilman is our Chief Financial Officer and Treasurer. Mr. Stilman has been the Chief Financial Officer of HLA since joining

Hamilton Lane in 1997. Prior to joining Hamilton Lane, he was the Director of Accounting for Chemical Leaman Tank Lines from
1995 to 1997, Controller of CLT Appraisal Services from 1993 to 1995, and Vice President of Finance of Industrial Valley Title
Insurance Company from 1989 to 1993. He began his career as an Audit Supervisor at the accounting firm of Laventhol & Horwath.
Mr. Stilman received a B.B.A. from Temple University and is a certified public accountant. He is a member of the American and
Pennsylvania Institutes of Certified Public Accountants.

Erik R. Hirsch

Mr. Hirsch is our Vice Chairman, a member of our board of directors and a Co-Chairman of various investment committees. Mr.
Hirsch also serves as Chairman of HLA’s Investment Committee. Mr. Hirsch has served as our Vice Chairman since October 2016,
and previously served as Chief Investment Officer from April 2003 to October 2016. Prior to serving as Chief Investment Officer,
Mr. Hirsch held the positions of Managing Director, Vice President and Associate. Prior to joining Hamilton Lane in 1999, Mr. Hirsch
was a corporate investment banker in the merger and acquisition department of Brown Brothers Harriman & Co. from 1998 to 1999.
From 1995 to 1998, he was a municipal financial consultant with Public Financial Management, specializing in asset securitization,
strategic consulting and sport stadium financings. Mr. Hirsch received a B.A. from the University of Virginia.

Mr. Hirsch’s extensive experience in private markets, including his long tenure managing our investments as Chief Investment
Officer, brings valuable industry-specific knowledge and insights to the board of directors and provides the board of directors with an
in-depth understanding of our business and operations.

Kevin J. Lucey

Mr. Lucey is our Chief Operating Officer. He is a member of HLA’s Investment Committee and leads our Operating Committee,

Business Development, Relationship Management, Human Resources and Information Technology functions. Mr. Lucey joined the
firm in 2007 from Delaware Investments, where he was Executive Vice President responsible for global distribution, client services,
product management and product development from 2003 to 2006. Mr. Lucey previously served as Senior Vice President of Putnam
Investments from 1995 to 2003, responsible for 401(k) sales. He also has held positions at Mellon

134

Bank, The Boston Company and Colonial Management Associates. Mr. Lucey received a B.A. in Finance from Merrimack College.

Lydia A. Gavalis

Ms. Gavalis is our General Counsel. She is responsible for Hamilton Lane’s global legal affairs, directly and through her legal and

compliance team. Prior to joining the firm in 2016, Ms. Gavalis worked for SEI Investments Company (“SEI”) for more than 18
years. She served as Division General Counsel of SEI’s Institutional Investors business segment; General Counsel for both SEI
Private Trust Company, a U.S. federal savings association, and SEI Trust Company, a U.S. state-charted trust company; Head of
SEI’s Corporate Legal Services team; and Director & General Counsel of the company’s London-based asset management firm, SEI
Investments (Europe) Limited. Ms. Gavalis received a J.D. from Temple University School of Law in 1989 and a B.A. from
Rosemont College in 1986, where she received the E.R.S. Law School award. She is a member of the state bar of Pennsylvania.

Juan Delgado-Moreira

Mr. Delgado-Moreira is a Managing Director of HLA and serves as the head of our Asia business. He is a member of HLA’s

Investment Committee and leads our Asian investment activities and client relationships. Prior to joining Hamilton Lane in 2005, Mr.
Delgado-Moreira was an Investment Manager at Baring Private Equity Partners Ltd. in London, where he focused on mid-market
private equity in Europe. Previously, Mr. Delgado-Moreira held senior research positions at institutions in the United Kingdom,
including the University of Essex, and was a lecturer and Fulbright Scholar at Stanford University. Mr. Delgado-Moreira began his
career as an analyst in Madrid, Spain at the Sociedad Estatal de Participaciones Industriales (formerly known as the Instituto
Nacional de Industria). Mr. Delgado-Moreira received a B.A. in Political Science and Sociology and a Ph.D. in Research
Methods/Statistics from the Universidad Complutense de Madrid. He is a chartered financial analyst and a member of the CFA
Institute and the Securities Institute.

Michael Donohue

Mr. Donohue is our Controller and a Managing Director in HLA’s Finance Department, where he is responsible for internal and
external reporting, accounting research and the development of accounting policies and procedures for us. Prior to joining Hamilton
Lane in 2008, Mr. Donohue was Assistant Controller at an international chemical manufacturer. Previously, he was an audit manager
with KPMG in Philadelphia. He began his career at Crown Holdings, where he held several accounting positions. Mr. Donohue
received a B.S. in Accounting from The Pennsylvania State University and an M.B.A. from Villanova University and is a certified
public accountant. He is a member of the American and Pennsylvania Institutes of Certified Public Accountants.

David J. Berkman

Mr. Berkman has been a member of our board of directors since May 2017. Since January 2000, Mr. Berkman has served as the
Managing Partner of Associated Partners, LP, a private equity firm primarily engaged in telecommunications infrastructure operations
and investments. Mr. Berkman serves on the boards (or equivalent bodies) of Entercom Communications Corp. (NYSE: ETM),
Actua Corporation (NASDAQ: ACTA), and Franklin Square Holdings, LP. He previously served on the board of Diamond Resorts
International, Inc. until the sale of that company to a private investor in September 2016. He also serves on the advisory committee of
First Round Capital, a venture firm. Civically, Mr. Berkman serves on the Board of Overseers of the University of Pennsylvania
School of Engineering and Applied Science. Mr. Berkman received a B.S. in Economics from the Wharton School of the University
of Pennsylvania.

135

Mr. Berkman’s extensive experience in private markets, in the start-up and operation of various platforms, as well as his long-
standing service on other public company boards, enables him to bring valuable investment, operations, and governance knowledge to
the board of directors. Additionally, his insight in the areas of corporate finance, financial reporting, and accounting and controls is
expected to be valuable to the Company.

O. Griffith Sexton

Mr. Sexton is a member of our board of directors. Mr. Sexton has served on the board of HLA since 2003. He was an adjunct

professor of finance at Columbia Business School from 1995 to 2010 and is a visiting lecturer at Princeton University, where he
teaches courses in corporate finance. Mr. Sexton was an investment banking professional at Morgan Stanley from 1973 to 1995
where he served as a managing director from 1985 to 1995. His responsibilities included the development and execution of advisory
assignments involving major corporate transactions such as mergers, acquisitions, divestitures, corporate defense, recapitalizations,
financial restructurings, joint ventures, and spin-offs and squeeze outs. He has served as an advisory director of Morgan Stanley from
1995 to 2005 and from 2014 to the present. Mr. Sexton was a member of the board of directors of Morgan Stanley from 2005 to 2014
and of Investor AB, a publicly traded Swedish investment company, from 2003 to 2015. A former U.S. naval aviator and Vietnam
veteran, Mr. Sexton holds a BSE from Princeton and an MBA from Stanford.

Mr. Sexton’s broad experience in finance and academia brings valuable insight, an in-depth understanding of the industry and a

unique perspective to the board of directors.

Leslie F. Varon

Ms. Varon has been a member of our board of directors since May 2017. Ms. Varon served as Chief Financial Officer of

Xerox Corporation from November 2015 through December 2016 during which time she led the restructuring of the $18 billion
business process services, printing equipment, software and solutions company, including the successful spin-off of its $7 billion
services business. After that transaction, she became Special Advisor to the new Xerox Chief Executive Officer until March 2017
when she retired from the company. Prior to becoming Chief Financial Officer at Xerox, she was briefly VP Investor Relations from
March 2015 through October 2015. Previously she served Xerox as VP Finance & Corporate Controller from July 2006 to February
2015, where she oversaw global financial operating executives and had responsibility for corporate financial planning and analysis,
accounting, internal audit, risk management, global real estate and worldwide shared services centers. Earlier in her career, Ms. Varon
was Vice President Finance & Operations support for Xerox’s North American business, Vice President Xerox Investor Relations
and Corporate Secretary and Director of Corporate Audit. From 2006 to 2017 she served on the board of Xerox International
Partners, a joint venture between Xerox Corporation and Fuji Xerox Corporation, representing Xerox Corporation’s ownership stake.
Ms. Varon received a B.A. from Binghamton University and an MBA with concentrations in finance and marketing from Virginia
Tech.

Ms. Varon’s extensive financial background combined with her investor engagement and corporate governance expertise and
demonstrated success in business transformation, crisis management and balance sheet optimization brings valuable knowledge and
insights to the board of directors.

Our business and affairs are managed under the direction of our board of directors. Our certificate of incorporation provides that

the size of our board of directors may be set from time to time by our then

Composition of the Board of Directors

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current board of directors. Our board of directors has set the size of the board at six members: Messrs. Rogers, Giannini, Berkman,
Hirsch and Sexton and Ms. Varon currently serve on our board of directors, and Mr. Rogers serves as Chairman.

Our directors are elected to serve until their successors are duly elected or until their earlier death, resignation or removal. We

will hold an annual meeting of stockholders for the election of directors as required by the rules of the NASDAQ Stock Market.
There will be no limit on the number of terms a director may serve.

Our board of directors is divided into three classes as nearly equal in size as is practicable. The composition of the board of

directors is:

•

Class I, which consists of Messrs. Berkman and Sexton, whose terms will expire at our annual meeting of stockholders to be
held in 2017;

Class II, which consists of Mr. Hirsch and Ms. Varon, whose terms will expire at our annual meeting of stockholders to be
held in 2018; and

Class III, which consists of Messrs. Giannini and Rogers, whose terms will expire at our annual meeting of stockholders to be
held in 2019.

Upon the expiration of the initial term of office for each class of directors, each director in such class will be elected for a term of
three years and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies
occurring on the board of directors, whether due to death, resignation, removal, retirement, disqualification or for any other reason,
and newly created directorships resulting from an increase in the authorized number of directors, may be filled by a majority of the
remaining members of the board of directors. Directors may be removed, but only for cause, with the affirmative vote of the holders
of 75% of the voting power of our common stock, except that prior to a Sunset, directors may be removed with or without cause with
the affirmative vote or consent of the holders of a majority of the voting power of our common stock.

Pursuant to the stockholders agreement described under “Related-Party Transactions-Stockholders Agreement” included in Part

III, Item 13 of this Form 10-K, the Company and certain significant outside investors, members of management and significant
employee owners have agreed to nominate for director the individuals designated by HLAI. These stockholders will vote their shares
in favor of such nominees, and otherwise as directed by HLAI on all matters submitted to our stockholders for a vote.

Because the voting group collectively controls more than 50% of our voting power, we are a “controlled company” under the
rules of the NASDAQ Stock Market and therefore qualify for an exemption from the requirement that our board of directors consist
of a majority of independent directors, that we establish a compensation committee consisting solely of independent directors and that
our director nominees be selected or recommended by independent directors. Accordingly, although we may transition to a board with
a majority of independent directors prior to the time we cease to be a “controlled company,” until we cease to be a “controlled
company,” you do not have the same protections afforded to stockholders of companies that are subject to all of these corporate
governance requirements. If we cease to be a “controlled company” and our shares continue to be listed on the NASDAQ Stock
Market, we will be required to comply with these provisions within the applicable transition periods. See “Risk Factors-Risks Related
to Our Organizational Structure-We are a ‘controlled company’ within the meaning of the NASDAQ listing standards and, as a result,
will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same
protections afforded to stockholders of companies that are subject to such requirements” included in Part I, Item 1A of this Form 10-
K.

137

Our board of directors and its committees have supervisory authority over us and HLA.

Stockholder Nominations

The Stockholders Agreement provides that our board of directors will nominate individuals designated by HLAI to be elected

as directors at our annual meeting of stockholders.

The Company’s Amended and Restated Bylaws (“Bylaws”) describe how other stockholders may nominate candidates for

election to our board of directors. For our 2017 annual meeting of stockholders, stockholders may nominate a candidate for election to
our board only by sending written notice to our corporate Secretary at our principal office at One Presidential Boulevard, 4t h Floor,
Bala Cynwyd, Pennsylvania 19004. This notice must be received on or before July 2, 2017, but no earlier than June 2, 2017 (except
that if the date of the 2017 annual meeting of stockholders is not within 30 days of September 30, 2017, this notice must be received
no earlier than the 120th day before the date of the 2017 annual meeting and not later than the later of the 90th day before the date of
the 2017 annual meeting, or the close of business on the 10th day after the day on which the first public disclosure of the date of such
annual meeting was made).

The notice to our corporate Secretary must set forth the information required by Section 1.12(b) of our Bylaws, including, among
other things: (i) the name, age, principal occupation and business and residence address of each person nominated; (ii) the number of
shares of our stock which are owned of record and beneficially by each person nominated; (iii) such other information concerning
each person nominated, the stockholder making the nomination and the beneficial owner, if any, on whose behalf the nomination is
being made as would be required to be disclosed in a proxy statement or other filings required to be made in connection with the
solicitation of proxies for the election of directors (even if an election contest is not involved) or that is otherwise required to be
disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (vi) the consent of the
person being nominated to being named in the proxy statement as a nominee and to serving as a director if elected; (v) the name and
record address of the stockholder making the nomination and the beneficial owner, if any, on whose behalf the nomination is made;
(vi) the class and number of shares of our stock which are owned beneficially and of record by the stockholder making the nomination
and the beneficial owner, if any, on whose behalf the nomination is made; (vii) a description of any agreement, arrangement or
understanding with respect to such nomination between the stockholder giving notice and any of its affiliates or associates, and any
others acting in concert with any of the foregoing; and (viii) a description of any agreement, arrangement or understanding (including
any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered
into the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or to increase or decrease
the voting power of, the stockholder making the nomination or any of its affiliates or associates with respect to shares of our stock, as
well as certain other information and representations. This list of required information is not exhaustive.

Section 1.12(e) of our Bylaws sets forth the procedures by which stockholders may nominate candidates for election to our

Board at a special meeting of stockholders called for the purposes of electing one or more directors to the Board.

A copy of the full text of the relevant Bylaw provisions, which includes the complete list of all information that must be

submitted to nominate a director, may be obtained upon written request directed to our corporate Secretary at our principal office. A
copy of our Bylaws is also contained in the materials we have filed with the SEC and can be found on the SEC’s website at
www.sec.gov.

138

For so long as the Stockholders Agreement remains in effect, HLAI is not subject to the notice procedures set forth in

Section 1.12 of our Bylaws with respect to any annual or special meeting of stockholders.

Board Risk Oversight

Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general

risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by
management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight
and approval of corporate matters and significant transactions.

While the full board of directors has the ultimate oversight responsibility for the risk management process, its committees oversee

risk in certain specified areas. In particular, our audit committee oversees management of enterprise risks, financial risks and risks
associated with corporate governance, business conduct and ethics and is responsible for overseeing the review and approval of
related-party transactions. Our compensation committee is responsible for overseeing the management of risks relating to our
executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Pursuant to
the board of directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full board of
directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the board of directors
and its committees.

Committees of the Board of Directors

Our board of directors has an audit committee and a compensation committee, each of which has the composition and

responsibilities described below. Members serve on these committees for such term or terms as our board of directors may determine
or until their earlier resignation or death. Each committee is governed by a written charter, which is posted on our website at
www.hamiltonlane.com. From time to time, our board of directors may also establish other, special committees when necessary to
address specific issues.

Audit Committee

We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange

Act. Our audit committee consists of Messrs. Berkman, Sexton and Rogers and Ms. Varon, with Ms. Varon serving as the Chair.
Prior to Mr. Berkman’s and Ms. Varon’s appointments in May 2017, Mr. Hirsch served on the audit committee. Rule 10A-3 of the
Exchange Act and the NASDAQ rules require us to have an audit committee composed entirely of independent directors by February
28, 2018. Our board of directors has affirmatively determined that Messrs. Berkman and Sexton and Ms. Varon each meet the
definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 under the Exchange Act and the
NASDAQ rules, and we intend to comply with the rules’ independence requirements within the time period specified.

The audit committee is responsible for, among other things:

•

appointment, termination, compensation and oversight of the work of any accounting firm engaged to prepare or issue an audit
report or other audit, review or attestation services;

considering and approving, in advance, all audit and non-audit services to be performed by independent accountants;

139

•

reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and controls and
the audits of our financial statements;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding
questionable accounting or auditing matters;

investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other
advisers as the audit committee deems necessary;

determining compensation of the independent auditors, compensation of advisors hired by the audit committee and ordinary
administrative expenses;

reviewing quarterly financial statements prior to their release;

reviewing and assessing the adequacy of a formal written charter on an annual basis;

reviewing and approving related-party transactions for potential conflict of interest situations on an ongoing basis; and

handling such other matters that are specifically delegated to the audit committee by our board of directors from time to time.

The board of directors has determined that Mr. Sexton qualifies as an “audit committee financial expert,” as such term is defined

in Item 407(d)(5) of Regulation S-K.

Our reliance on the exemption from the independence standards available to us as a newly public company under Rule 10A-3 of

the Exchange Act and the NASDAQ rules does not materially adversely affect the ability of the audit committee to act independently
and to satisfy the other requirements of Rule 10A-3 of the Exchange Act in any proxy or information statement for a meeting of
stockholders at which directors are elected that is filed with the SEC pursuant to the requirements of Section 14 of the Exchange Act.

Compensation Committee

Following our IPO, our board of directors formed a compensation committee consisting of Messrs. Rogers, Giannini and Sexton,

with Mr. Giannini serving as the Chair.

The compensation committee is responsible for, among other things:

•

reviewing and approving the compensation and benefits of all of our executive officers and key employees;

monitoring and reviewing our compensation and benefit plans, including incentive compensation arrangements;

establishing and monitoring director compensation;

annual evaluation of the performance of its duties under its charter; and

such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

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Our board of directors reviewed the relevant provisions of Section 162(m) of the Code and the Treasury Regulations issued
thereunder with regard to the status of the compensation committee members as outside directors and determined that Mr. Sexton
meets the requirements of Section 162(m) of the Code. In connection with the performance of its duties, the compensation committee
has (i) unrestricted access to and assistance from the officers, employees and independent auditors of the Company and such
resources and support from the Company as the compensation committee deems necessary or desirable, and (ii) the authority to
employ, at the expense of the Company, such experts and professionals as the compensation committee deems necessary or desirable
from time to time.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee is a former executive officer of the Company or any of its subsidiaries. None of our

executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent
function, of an entity that has one or more of its executive officers serving as a member of our board of directors or compensation
committee.

Code of Ethics

Our Code of Conduct and Ethics (the “Code of Ethics”) is binding on all of our directors, officers and employees, including

our Chief Executive Officer, Chief Financial Officer and Controller. The Code of Ethics is available on our website at
www.hamiltonlane.com. We intend to post on our website any amendments to, or waivers of, any provision of the Code of Ethics to
the extent applicable to our Chief Executive Officer, Chief Financial Officer or Controller or that relates to any element of the SEC’s
definition of a “code of ethics.”

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on (i) our review of reports submitted to us during and with respect to the year ended March 31, 2017, filed with

the SEC pursuant to Section 16(a) of the Exchange Act, including any amendment thereto and (ii) written representations of our
directors, executive officers and certain beneficial owners of more than 10% of our Class A common stock, we believe that, with the
following exceptions, all reports required to be filed under Section 16(a) of the Exchange Act, with respect to transactions in our
equity securities through March 31, 2017, were filed on a timely basis.

In fiscal 2017, the following individuals each filed one late Form 4/A with respect to one transaction to correct an

administrative error that resulted in an underreporting in the individual’s original Form 4 filing of the number of shares of our Class A
common stock delivered to the Company for payment of withholding taxes upon the vesting of restricted stock granted under the
Company’s 2017 Equity Incentive Plan: Erik Hirsch, Kevin Lucey, Mario Giannini, Michael Donohue, David Helgerson, Michael Kelly,
Paul Yett, Stephen Brennan, Tara Blackburn and Thomas Kerr.

Item 11. Executive Compensation

We are providing compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in

the JOBS Act.

As an emerging growth company, we have opted to comply with the executive compensation rules applicable to “smaller reporting
companies,” as such term is defined under the Securities Act. These rules require compensation disclosure for our principal executive
officer and the two most highly compensated executive officers other than our principal executive officer.

The following table sets forth the compensation earned for the periods indicated by our principal executive officer and our next
three most highly compensated executive officers who served in such capacities at March 31, 2017, who collectively comprise our
named executive officers.

Summary Compensation Table

Name and
Principal Position

Mario L. Giannini
Chief Executive Officer

Erik R. Hirsch
Vice Chairman

Hartley R. Rogers
Chairman

Juan Delgado-Moreira

Managing Director

Salary
($)

Bonus (1)
($)

350,000

300,000

280,000

2,216,800

3,300,000

1,980,000

3,700,000

750,000

1,375,000

Stock
Awards (2)
($)

All Other
Compensation
($)

554,211

700,005

495,004

550,001

750,003

875,001

334,524 (3)
1,245,218 (4)
279,896 (5)
1,516,530 (6)
91,379 (7)
1,053,429 (8)

Total
($)

3,455,535

5,595,223

3,054,900

6,066,531

1,871,382

3,583,430

322,206

1,470,896

367,908

382,188 (9)

2,543,198

Year

2017

2016

2017

2016

2017

2016

2017

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(1) The amount shown represents the cash portion of the annual bonus.
(2) This amount represents the grant-date fair value of stock awards granted as the equity portion of the annual bonus, computed in accordance with U.S. GAAP
pertaining to equity based compensation. See “Compensation and Benefits” in Note 2, “Summary of Significant Accounting Policies” to our consolidated
financial statements included in Item 8.

(3) This amount represents payments received in respect of the Company's carried interest plans of $281,574, HSR filing fee paid by the Company of $45,000

and 401(k) contributions of $7,950.

(4) This amount represents payments received in respect of the Company's carried interest plans of $1,237,268 and 401(k) contributions of $7,950.
(5) This amount represents payments received in respect of the Company's carried interest plans of $271,946 and 401(k) contributions of $7,950.
(6) This amount represents payments received in respect of the Company's carried interest plans of $1,508,580 and 401(k) contributions of $7,950.
(7) This amount represents payments received in respect of the Company's carried interest plans of $83,429 and 401(k) contributions of $7,950.
(8) This amount represents payments received in respect of the Company's carried interest plans of $1,045,479 and 401(k) contributions of $7,950.
(9) This amount represents payments received in respect of the Company's carried interest plans of $96,888, housing cost reimbursement of $265,968 and

contributions to a defined contribution plan of $19,332.

Outstanding Equity Awards At 2017 Fiscal Year End

Number of
Securities
Underlying
Unexercised
Options
Exercisable

Option Awards

Number of
Securities
Underlying
Unexercised
Options
Unexercisable

Restricted Stock Awards

Option
Exercise Price
($)

Option

Expiration Date Grant Date

Unvested
Restricted
Stock Awards

Market Value
of Unvested
Restricted
Stock Awards
($) (1)

Name

Mario L. Giannini
Chief Executive Officer

Erik R. Hirsch
Vice Chairman

Hartley R. Rogers
Chairman

3/14/2014

3/14/2015

3/11/2016

3/14/2014

3/14/2015

3/11/2016

3/14/2017

3/14/2014

3/14/2015

3/11/2016

3/14/2017

3/14/2014

3/14/2015

3/11/2016

3/14/2017

17,029

28,474

37,639

12,809

22,023

29,573

26,344

15,372

26,694

47,048

39,915

8,999

15,038

19,781

19,580

317,931

531,610

702,720

239,144

411,169

552,128

491,842

286,995

498,377

878,386

745,213

168,011

280,759

369,311

365,559

Juan Delgado-Moreira
Managing Director

233,495

$1.34

5/31/2017

(1) Prior to the Reorganization, all equity awards vested into Class C interests. As part of the Reorganization, unvested awards were replaced with awards

vesting in Class A common stock according to the vesting schedule in effect prior to the Reorganization. The Grant Date column reflects the original award
grant date. The value included in this table is based on the closing stock price of our Class A common stock as of March 31, 2017. See “Initial Public Offering
and Reorganization” in Item 1.

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We do not provide pension benefits or nonqualified deferred compensation.

Pension Benefits and Nonqualified Deferred Compensation

Executive Compensation Arrangements

Equity Compensation

2017 Equity Incentive Plan

Prior to our IPO, we adopted, and our sole stockholder approved, a new omnibus equity incentive plan (the “2017 Equity Incentive

Plan”), which aims to advance the interests of Hamilton Lane by enhancing its ability to attract and retain employees, officers and
non-employee directors, in each case who are selected to be participants in the plan, and by motivating them to continue working
toward and contributing to the success and growth of Hamilton Lane. Persons eligible to receive awards under the 2017 Equity
Incentive Plan include current and prospective employees, current and prospective officers and members of our board of directors
who are not our employees.

The 2017 Equity Incentive Plan authorizes the award of incentive and nonqualified stock options, stock appreciation rights
(“SARs”), restricted stock, restricted stock units, incentive bonuses and dividend equivalents, any of which may be performance-
based. We believe the variety of awards that may be granted under this plan gives us the flexibility to offer competitive incentives and
to tailor benefits to specific needs and circumstances.

The 2017 Equity Incentive Plan is administered by our compensation committee. The compensation committee has the authority

to interpret the 2017 Equity Incentive Plan and prescribe, amend and rescind rules and make all other determinations necessary or
desirable for the administration of the plan. The 2017 Equity Incentive Plan permits the compensation committee to select the
participants, to determine the terms and conditions of those awards, including but not limited to the exercise price, the number of Class
A shares subject to awards, the term of the awards and the performance goals, and to determine the restrictions applicable to awards
and the conditions under which any restrictions will lapse. The compensation committee also has the discretion to determine the
vesting schedule applicable to awards, provided that all awards (other than awards replaced as part of the Reorganization) vest in no
less than one year. Notwithstanding the foregoing, the 2017 Equity Incentive Plan prohibits the taking of any action with respect to an
award that would be treated, for accounting purposes, as a “repricing” of such award at a lower exercise, base or purchase price,
unless such action is approved by our stockholders.

The 2017 Equity Incentive Plan reserved for issuance 5,000,000 shares of Class A common stock (representing approximately

10% of the fully-diluted number of shares of Class A common stock outstanding immediately after the closing of our IPO). The
maximum number of Class A shares subject to awards (other than awards being replaced as part of the Reorganization) which may
be granted to any individual during any fiscal year is 200,000 and the maximum number of Class A Shares subject to stock options and
SARs (other than awards being replaced as part of the Reorganization) granted to any individual during a calendar year is 100,000.

Awards granted under the 2017 Equity Incentive Plan are evidenced by award agreements. The terms of all options granted
under the 2017 Equity Incentive Plan are determined by the compensation committee, but may not extend beyond 10 years after the
date of grant. Stock options and SARs granted under the 2017 Equity Incentive Plan will have an exercise price that is determined by
the compensation committee, provided that, except in the case of awards being replaced as part of the Reorganization, the exercise
price shall not be less than the fair market value of a share of our Class A common stock on the date of grant.

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Upon the death or disability of a plan participant, or upon the occurrence of a change in control or other event, in each case, as
determined by the compensation committee, the compensation committee may, but is not required to, provide that each award granted
under the 2017 Equity Incentive Plan will become immediately vested and, to the extent applicable, exercisable.

Our board of directors has the authority to amend or terminate the 2017 Equity Incentive Plan at any time. Stockholder approval

for an amendment will generally not be obtained unless required by applicable law or stock exchange rule or deemed necessary or
advisable by our board of directors. Unless previously terminated by our board of directors, the 2017 Equity Incentive Plan will
terminate on the tenth anniversary of the date it was adopted by our sole stockholder. Amendments to outstanding awards, however,
will require the consent of the holder if the amendment adversely affects the rights of the holder.

Predecessor Equity Plan

Prior to our IPO, HLA maintained the 2003 Class C Interest Plan, as amended (the “2003 Plan”). As part of the Reorganization,

we issued options to purchase shares of our Class A common stock in replacement of all outstanding options to purchase Class C
interests , and we issued awards vesting in Class A common stock to replace outstanding unvested awards of Class C interests under
the 2003 Plan. These replacement awards were made under the 2017 Equity Incentive Plan and vested according to the same vesting
schedule in effect prior to the IPO. We have amended the 2003 Plan to provide that no further awards will be issued thereunder.

Carried Interest Compensation

2016 Carried Interest Plan

HLA maintains its 2016 Carried Interest Plan (the “Carried Interest Plan”) pursuant to which awards of profits interests are
made to full-time salaried employees of Hamilton Lane who are designated by the Chief Executive Officer as key contributors to the
success of the business.

Awards under the Carried Interest Plan consist of a portion of the profits and performance fees earned by HLA from managing

or advising various specialized funds and customized separate accounts, referred to as the “Carry.” The Carried Interest Plan is
administered by our Chief Executive Officer, who may delegate his rights and duties to a committee. Absent such delegation, our
Chief Executive Officer is responsible for making all determinations with respect to awards under the Carried Interest Plan, including
the recipients and relative amounts. Any award granted to the Chief Executive Officer must be approved by HLA’s board of
directors.

Under the Carried Interest Plan, HLA’s Finance Department calculates the Carry from time to time as distributions are received.
Subject to the limited exception discussed below, 25% of the Carry from each specialized fund and customized separate account that
generates Carry (other than those covered by predecessor plans) is allocated to be awarded to key employees. If HLA or an affiliate
receives a distribution of Carry that the Chief Executive Officer determines to be extraordinary in amount and materially greater than
the amount budgeted or expected from a given specialized fund or customized separate account, the Chief Executive Officer has the
discretion to award some or all of that amount to key employees, in connection with the annual bonus process or otherwise at the
Chief Executive Officer’s discretion. The award of an extraordinary amount would cause the aggregate percentage of Carry to
exceed 25% for that specialized fund or customized separate account.

HLA may withhold amounts in order to satisfy tax withholding obligations and reserve accounts, and has the right to require
participants to return distributions in order to satisfy “clawback” or similar obligations to the relevant specialized fund or customized
separate account. Upon termination of

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employment, unpaid awards are forfeited, except in the case of the participant’s death, in which case unpaid awards are paid to the
participant’s designated beneficiaries.

Prior to adopting the Carried Interest Plan, HLA maintained similar programs as described below. Specialized funds and such
customized separate accounts that were subject to prior iterations of HLA’s carried interest programs are eligible to participate in the
Carried Interest Plan to the extent the prior iteration allocated less than 25% of the Carry for that fund or account.

HLA has the right to amend or terminate the Carried Interest Plan at any time. Consent of the participant is required when such

amendment or termination adversely affects the terms of an award.

Predecessor Carried Interest Programs

Although the Carried Interest Plan was formally adopted in January 2016, HLA’s carried interest arrangements have operated
since 2012 on terms substantially identical to those described above. Prior to 2012, each year, profits interests tied to future Carry
payments from each Carry-earning specialized fund or customized separate account established in that year (totaling up to 25% of the
Carry) were awarded to participants by HLA’s Chief Executive Officer. Awards vested over three years, and once vested, the
participant was entitled to receive in respect of that award a percentage interest in a portion of the Carry for such specialized fund or
customized separate account for the life of the fund or account, as and when earned and received. All such awards are now vested,
but HLA has not yet earned the full amount of the Carry to which it may be entitled from certain of the underlying specialized funds
and customized separate accounts. Therefore, future distributions of Carry by those funds and accounts will result in payments to
participants, including members of management. The amount of these future payments, if any, to our named executive officers will be
disclosed as required by SEC rules. We expect future awards will be made under the Carried Interest Plan rather than according to
the terms of our prior carried interest programs.

Employment Agreements

With the exception of Mr. Delgado-Moreira, we do not have any employment, severance or change in control arrangements with

our named executive officers. However, upon a change in control, our equity incentive plans provide for accelerated vesting of
outstanding equity awards held by participants, including our named executive officers.

Juan Delgado-Moreira

On May 23, 2016, Hamilton Lane (Hong Kong) Limited entered into an employment agreement with Mr. Delgado-Moreira

providing that he would serve as Managing Director on the Fund Investment Team in Hong Kong beginning on June 1, 2016. His term
of employment is terminable by either party upon 12 weeks’ written notice, except for a termination for cause, in which case no prior
notice is required. Pursuant to the agreement, Mr. Delgado-Moreira is entitled to an annual base salary of 2,500,000 HKD (which was
equivalent to $322,000 at the spot rate in effect on March 31, 2017), which may be increased, and, beginning in March 2017, an
annual bonus in an amount to be determined based on performance. During the period of June 1, 2016 through May 31, 2017, Mr.
Delgado-Moreira received relocation assistance to facilitate his move from the United Kingdom to Hong Kong, including housing
reimbursement and continued pension contribution. Mr. Delgado-Moreira is entitled to health coverage and also participates in the
Company’s 2017 Equity Incentive Plan and the Carried Interest Plan described above.

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Director Compensation

Our policy is to not pay director compensation to directors who are also our employees. We pay each of our non-employee
directors an annual retainer of $125,000 in the form of cash, time-based restricted stock awarded under the 2017 Equity Incentive
Plan or a combination of both. Ms. Varon also receives an additional $15,000 annual cash retainer for her service as Chair of the
Audit Committee. All members of the board of directors are reimbursed for reasonable costs and expenses incurred in attending
meetings of our board of directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of Hamilton Lane Incorporated Class A common

stock and Class B common stock by:

•
•
•
•

each person known to us to beneficially own more than 5% of our Class A common stock or our Class B common stock;
each of our directors;
each of our named executive officers; and
all directors and executive officers as a group.

As described in “Related-Party Transactions-Exchange Agreement,” each Class B Holder and Class C Holder is entitled to have
their Class B units or Class C units, as applicable, exchanged for Class A common stock on a one-for-one basis, or, at our option, for
cash. In connection with our IPO, we issued to each Class B Holder one share of Class B common stock for each Class B unit it
beneficially owns. As a result, the number of shares of Class B common stock listed in the table below correlates to the number of
Class B units each Class B Holder beneficially owns. The number of shares of Class A common stock listed in the table below
represents (i) shares of Class A common stock directly owned and (ii) the number of Class C units each Class C Holder beneficially
owns, and assumes no exchange of Class B units for Class A common stock.

As discussed in “Related-Party Transactions-Stockholders Agreement,” prior to the closing of our IPO, certain Class B Holders

who are significant outside investors, members of management and significant employee owners entered into a stockholders
agreement pursuant to which they agreed to vote all their shares of voting stock, including Class A and Class B common stock,
together and in accordance with the instructions of HLAI on any matter submitted to our common stockholders for a vote. Because
they are a “group” under applicable securities laws, each party to the stockholders agreement is deemed to be a beneficial owner of
all securities held by all other parties to the stockholders agreement. The below table disregards shares owned by the group and lists
only common stock in which the listed stockholder has a pecuniary interest. The group files reports on Schedule 13D periodically to
report its holdings.

In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person,
shares of common stock subject to options, or other rights, including the exchange right described above, held by such person that are
currently exercisable or will become exercisable within 60 days of the date of this Annual Report on Form 10-K, are considered
outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other
person.

Unless otherwise noted, the address for all persons listed in the table is: c/o Hamilton Lane Incorporated, One Presidential Blvd.,

4th Floor, Bala Cynwyd, PA 19004.

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Name of Beneficial Owner

Named Executive Officers and Directors:

Mario L. Giannini

Erik R. Hirsch

Hartley R. Rogers

Juan Delgado-Moreira

David J. Berkman

O. Griffith Sexton

Leslie F. Varon

All executive officers and directors as a group
(11 persons)

Other 5% Beneficial Owners:
HLA Investments, LLC(5)

HL Management Investors, LLC(6)

Putnam Investments, LLC(7)

TPG Group Holdings (SBS) Advisors, Inc.(8)

Common stock owned

Class A

Class B

Number

% of total
voting power

% total
economic
interest in
HLA

146,854

2,064,790

(2)

183,115
1,851,457
25,000

7,732,702
1,417,861

11,642,163

(1)

(3)

2,382,466

(4)

28%

42%

5,496,697

21%

24,179,775

87%

6,238,784
2,064,682
1,132,241

24%

15,793,178
5,357,574

57%

19%

25%

38%

81%

52%

20%

15%

22%

55%

29%

22%

(1) This consists of 3,228,103 shares beneficially owned directly by Mr. Giannini, 977,296 shares beneficially owned by a family trust, 2,579,104 shares
beneficially owned by Hamilton Lane Advisors, Inc., which is an S-corporation that is wholly owned by Mr. Giannini, 664,567 shares beneficially owned by
HL Management Investors, LLC (“HLMI”) in which Mr. Giannini has a pecuniary interest, and 283,632 shares beneficially owned by HLAI in which Mr.
Giannini has a pecuniary interest. This number does not include, and Mr. Giannini disclaims beneficial ownership of, shares owned by HLMI and HLAI in
which he does not have a pecuniary interest. See footnote 5.

(2) This number includes shares beneficially owned by HLMI in which Mr. Hirsch has a pecuniary interest. This number does not include, and Mr. Hirsch

disclaims beneficial ownership of, shares owned by HLMI in which he does not have a pecuniary interest. See footnote 5.

(3) This number represents shares beneficially owned by HLAI in which Mr. Rogers has a pecuniary interest. HLAI is controlled by its managing member, which

is an entity controlled by Mr. Rogers. See footnote 5.

(4) This number consists of shares beneficially owned by HLAI. Mr. Sexton is the trustee of two family trusts that have a pecuniary interest in these shares, and
he shares voting and dispositive power over these shares with Mrs. Barbara Sexton. This number does not include, and Mr. Sexton disclaims beneficial
ownership of, shares beneficially owned by HLAI in which his affiliated trusts do not have a pecuniary interest. See footnote 5.

(5) HLAI is owned by an affiliate of Mr. Rogers, family trusts of Mr. Sexton, Mr. Giannini and other parties. Mr. Rogers controls the managing member of HLAI.
Pursuant to the stockholders agreement, HLAI directs the votes of the voting group comprised of significant outside investors, members of management and
significant employee owners. The voting group beneficially owns 36,948,717 shares of Class A common stock as reported in its Schedule 13D filed on March
16, 2017.

(6) Certain of our executive officers and other senior employees beneficially own all or a portion of their shares of our common stock through HLMI.

(7) Based solely on information reported in a Schedule 13G jointly filed with the SEC on May 10, 2017 by Putnam Investments, LLC d/b/a Putnam Investments
(“PI”), Putnam Investment Management, LLC (“PIM”) and The Putnam Advisory Company, LLC (“PAC”). As reported in such filing, this amount consists
of 1,840,631 shares beneficially owned by PIM and 224,041 shares beneficially owned by PAC, which are registered investment advisors wholly owned by
PI. Both subsidiaries have

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dispositive power over the shares as investment managers. PIM has sole voting power over 6,443 shares; otherwise, in the case of shares held by the Putnam
mutual funds managed by PIM, the mutual funds have voting power through their boards of trustees. PAC has sole voting power over its 224,041 shares. PI, PIM
and PAC are located at Office Square, Massachusetts, 02109. In order to present these holdings consistently with those of management, our directors and related
parties, the percentage of Class A common stock owned has been recalculated to reflect the exchange of Class C units into Class A common stock in the
denominator.

(8) Based solely on information reported in a Schedule 13G jointly filed with the SEC on March 10, 2017 by TPG Group Holdings (SBS) Advisors, Inc. (“Group
Advisors”), David Bonderman and James G. Coulter. As reported in such filing, Group Advisors is the beneficial owner of 1,132,241 Class A shares,
constituting approximately 6% of the Class A shares outstanding, with shared voting power and shared dispositive power with respect to all 1,132,241
shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of such Class A shares except to the extent of their pecuniary interest therein. Group
Advisors is located at c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. In order to present these holdings consistently with
those of management, our directors and related parties, the percentage of Class A common stock owned has been recalculated to reflect the exchange of Class C
units into Class A common stock in the denominator.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

The Reorganization

Related-Party Transactions

In connection with the Reorganization, we entered into the HLA Operating Agreement, the tax receivable agreement, the
exchange agreement, the stockholders agreement and the registration rights agreement, and we acquired from existing members of
HLA certain membership interests using a portion of the proceeds of the offering, and, in some cases, in exchange for Class A
common stock, issued Class B common stock to certain continuing members of HLA. From time to time after the offering, HLA
members may exchange membership interests in HLA for shares of our Class A common stock on an ongoing basis.

The following are summaries of certain provisions of our related-party agreements, which are qualified in their entirety by
reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements,
they do not necessarily contain all of the information that you may find useful. We therefore encourage you to review the agreements
in their entirety. Copies of the agreements have been filed with the SEC and are incorporated by reference as exhibits to this Form
10-K, and are available electronically on the website of the SEC at www.sec.gov.

HLA Operating Agreement

In connection with the IPO and the Reorganization, the members of HLA amended and restated the limited liability company
operating agreement of HLA (as amended and restated, the “HLA Operating Agreement”). We hold all of the Class A units in HLA,
and serve as its managing member, and thus control all of the business and affairs of HLA and its subsidiaries. Holders of Class B
units and Class C units generally do not have voting rights under the HLA Operating Agreement.

Class A units, Class B units and Class C units have the same economic rights per unit. Accordingly, the holders of our Class A
common stock (through us), the Class B Holders and the Class C Holders hold approximately 34.4%, 53.2% and 12.4%, respectively,
of the economic interests in our business.

We do not intend to cause HLA to issue additional Class B units (and consequently, we do not intend to issue additional shares of

Class B common stock) or Class C units in the future, other than as described below.

Net profits and net losses of HLA are allocated, and distributions by HLA will be made, to its members pro rata in accordance
with the number of membership units of HLA they hold. HLA will make distributions to the holders of its membership units, which
include us, for the purpose of funding tax obligations in respect of HLA that are allocated to them. However, HLA may not make tax
distributions to its members if doing so would violate any agreement to which it is then a party.

At any time we issue a share of our Class A common stock for cash, the net proceeds received by us will be promptly transferred

to HLA, and HLA will issue to us a Class A unit. At any time we issue a share of our Class A common stock pursuant to any of our
equity plans, we will contribute to HLA all of the proceeds that we receive (if any) and HLA will issue to us an equal number of its
Class A units, having the same restrictions, if any, as are attached to the shares of Class A common stock issued under the plan. At
any time we issue a share of our Class A common stock upon an exchange of a Class B unit or Class C unit, described below under
“-Exchange Agreement,” we will contribute the exchanged unit to HLA and HLA will issue to us a Class A unit. If we issue other
classes or series of our equity securities, HLA will issue to us an equal amount of equity securities of HLA with designations,
preferences and

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other rights and terms that are substantially the same as our newly issued equity securities. Conversely, if we retire any shares of our
Class A common stock (or our equity securities of other classes or series) for cash, HLA will, immediately prior to such retirement,
redeem an equal number of Class A units (or its equity securities of the corresponding classes or series) held by us, upon the same
terms and for the same price, as the shares of our Class A common stock (or our equity securities of such other classes or series) are
retired. In addition, membership units of HLA, as well as our common stock, will be subject to equivalent stock splits, dividends,
reclassifications and other subdivisions.

Class A units may be issued only to us, the managing member of HLA, and are non-transferable. Class B units and Class C units
may be issued only to give effect to changes in our common stock as described above. The sole distinction between Class B units and
Class C units is that the Class C Holders will not receive any shares of our Class B common stock in respect of their Class C units.
Class B units and Class C units may not be transferred, except with our consent or to a permitted transferee, subject to such
conditions as we may specify. In addition, Class B Holders may not transfer any Class B units to any person unless he, she or it
transfers an equal number of shares of our Class B common stock to the same transferee.

Under the HLA Operating Agreement, we can require the holders of Class B units and Class C units to sell all of their interests in

HLA into certain acquisitions of HLA and, in some circumstances, those holders may require us to include some or all of those
interests in such a transaction.

We have the right to determine when distributions will be made to holders of units and the amount of any such distributions, other
than with respect to tax distributions as described below. If a distribution is authorized, such distribution will be made to the holders of
Class A units, Class B units and Class C units on a pro rata basis in accordance with the number of units held by such holder.

The holders of units, including us, will incur U.S. federal, state and local income taxes on their proportionate share of any taxable
income of HLA. Net profits and net losses of HLA will generally be allocated to holders of units (including us) on a pro rata basis in
accordance with the number of units held by such holder. The HLA Operating Agreement provides for quarterly cash distributions,
which we refer to as “tax distributions,” to the holders of the units. Generally, tax distributions are computed by first determining the
tax amount of each holder of units, which amount will generally equal the taxable income allocated to each holder of units (with
certain adjustments) and then multiplying that income by an assumed tax rate, which is the highest combined U.S. federal and
applicable state and local tax rate applicable to any natural person residing in, or corporation doing business in, New York City or San
Francisco, California. HLA then determines an aggregate tax distribution amount by reference to the highest unitholder’s tax amount
on a per unit basis and, subject to certain limitations, will distribute that aggregate amount to all holders of units as of the tax
distribution date based on their percentage ownership interests at the time of the distribution. The pro rata distribution amounts will
also be increased to the extent necessary, if any, so that the amount distributed to us is sufficient to enable us to pay our actual tax
liabilities and our other expenses and costs (including amounts payable under the tax receivable agreement).

The HLA Operating Agreement provides that HLA may elect to apply an allocation method with respect to certain HLA

investment assets that are held at the time of the closing of this offering that is expected to result in the future, solely for tax purposes,
in certain items of loss being specially allocated to us and corresponding items of gain being specially allocated to the other members
of HLA. In conjunction therewith, the tax receivable agreement provides that we will pay over to the other HLA members 85% of
the net tax savings to us attributable to those tax losses.

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The HLA Operating Agreement provides that it may be amended, supplemented, waived or modified by us in our sole discretion
without the approval of any other holder of units, except that no amendment can adversely affect the rights of a holder of any class of
units without the consent of holders of a majority of the units of such class.

Tax Receivable Agreement

We used a portion of the proceeds from our IPO to purchase membership units of HLA from certain of the existing direct and
indirect members of HLA. In addition, the existing direct and indirect members of HLA may exchange their Class C or Class B units
for shares of our Class A common stock on a one-for-one basis or, at our election, for cash. When a Class B unit is exchanged for a
share of our Class A common stock, a corresponding share of our Class B common stock will automatically be redeemed by us at par
value and canceled. As a result of this initial purchase and any subsequent exchanges, we are entitled to a proportionate share of the
existing tax basis of the assets of HLA. In addition, HLA has in effect an election under Section 754 of the Code, which has resulted,
and may in the future result, in increases to the tax basis of the assets of HLA. These increases in tax basis are expected to increase
our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would
otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future
dispositions of certain assets.

We have entered into a tax receivable agreement with the existing members of HLA. The agreement requires us to pay to such
members (or their owners) 85% of the amount of tax savings, if any, that we realize (or are deemed to realize in the case of an early
termination payment, a change in control or a material breach by us of our obligations under the tax receivable agreement, as
discussed below) as a result of any possible increases in tax basis described above and of certain other tax benefits attributable to
payments under the tax receivable agreement itself. In addition, the HLA Operating Agreement provides that HLA may elect to apply
an allocation method with respect to certain HLA investment assets that were held at the time of the closing of our IPO that is
expected to result in the future, solely for tax purposes, in certain items of loss being specially allocated to HLI and corresponding
items of gain being specially allocated to the other members of HLA. In conjunction therewith, the tax receivable agreement provides
that HLI will pay over to the other HLA members 85% of the net tax savings to HLI attributable to those tax losses. These are our
obligations and not obligations of HLA. For purposes of the tax receivable agreement, the benefit deemed realized by us is computed
by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no
such increase to the tax basis of the assets of HLA, and had we not entered into the tax receivable agreement. The tax receivable
agreement became effective immediately upon the consummation of our IPO and will remain in effect until all such tax benefits have
been utilized or expired, unless the agreement is terminated early, as described below. We believe that all of the intangible assets,
including goodwill, of HLA at the time of the offering allocable to the membership units of HLA acquired or deemed acquired in
taxable transactions by us from existing direct or indirect members of HLA is amortizable for tax purposes. We and our stockholders
retain the remaining 15% of the tax benefits that we realize or are deemed to realize. Estimating the amount of payments that may be
made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a
variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the agreement, will vary
depending upon a number of factors, including:

•

the timing of purchases or exchanges-for instance, the increase in any tax deductions will vary depending on the fair market
value, which may fluctuate over time, of the depreciable or amortizable assets of HLA at the time of each purchase or
exchange;

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•

the price of shares of our Class A common stock at the time of the purchase or exchange-the increase in any tax deductions,
as well as the tax basis increase in other assets, of HLA is directly related to the price of shares of our Class A common
stock at the time of the purchase or exchange;

the extent to which such purchases or exchanges are taxable-if an exchange or purchase is not taxable for any reason,
increased tax deductions will not be available;

the amount and timing of our income-we expect that the tax receivable agreement will require us to pay 85% of the deemed
benefits as and when deemed realized. If we do not have taxable income, we generally will not be required (absent a change
of control or other circumstances requiring an early termination payment) to make payments under the tax receivable
agreement for that taxable year because no benefit will have been realized. However, any tax benefits that do not result in
realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or
future tax years. The utilization of any such tax attributes will result in payments under the tax receivable agreement; and

tax rates in effect at the time that we realize the relevant tax benefits.

The payments that we may make under the tax receivable agreement could be substantial.

We have the right to terminate the tax receivable agreement, in whole or, in certain circumstances, in part, at any time. In addition,

the tax receivable agreement will terminate early upon certain mergers or consolidations or other changes of control or if we
materially breach our obligations under the tax receivable agreement. If we exercise our right to terminate the tax receivable
agreement, or if the tax receivable agreement is terminated early in accordance with its terms, our payment obligations under the tax
receivable agreement will be accelerated and will become due and payable in a lump sum amount equal to the present value of the
anticipated future tax benefits calculated based on a discount rate equal to the lesser of (x) 7.5% and (y) LIBOR plus 400 basis points
and on certain assumptions, including that (i) we will have sufficient taxable income to use in full the deductions arising from any
increased tax basis and (ii) except in the case of a partial termination, all Class B units and Class C units outstanding on the
termination date are deemed to be exchanged on the termination date. As a result, we could be required to make payments under the
tax receivable agreement that are substantial and in excess of our actual cash tax savings. See “Risk Factors-Risks Related to Our
Organizational Structure-In certain circumstances, payments under the tax receivable agreement may be accelerated and/or
significantly exceed the actual benefits, if any, we realize” included in Part I, Item 1A of this Form 10-K.

Decisions made in the course of running our business, such as with respect to mergers and other forms of business combinations
that constitute changes in control, may influence the timing and amount of payments we make under the tax receivable agreement in a
manner that does not correspond to our use of the corresponding tax benefits. In these situations, our obligations under the tax
receivable agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or
preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Payments are generally due under the tax receivable agreement within a specified period of time following the filing of our tax

return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to
accrue at a rate of LIBOR plus 100 basis points from the due date (without extensions) of such tax return. Late payments generally
accrue interest at a rate of LIBOR plus 500 basis points. Because of our structure, our ability to make payments under the tax
receivable agreement is dependent on the ability of HLA to make distributions to us. The ability of HLA

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to make such distributions will be subject to, among other things, restrictions in the Term Loan and Revolving Credit Facility. If we are
unable to make payments under the tax receivable agreement for any reason, such payments will be deferred and will accrue interest
until paid.

Payments under the tax receivable agreement will be based on the tax reporting positions that we determine. Although we are not

aware of any material issue that would cause the IRS to challenge a tax basis increase, we will not, in the event of such a challenge,
be reimbursed for any payments previously made under the tax receivable agreement (although we would reduce future amounts
otherwise payable under the tax receivable agreement). No assurance can be given that the IRS will agree with the allocation of
value among our assets or that sufficient subsequent payments under the tax receivable agreement will be available to offset prior
payments for disallowed benefits. As a result, in certain circumstances, payments could be made under the tax receivable agreement
in excess of the benefit that we actually realize in respect of the increases in tax basis resulting from our purchases or exchanges of
membership units of HLA and certain other tax benefits related to our entering into the tax receivable agreement.

Exchange Agreement

We have entered into an exchange agreement with the other members of HLA that will entitle those members (and certain
permitted transferees thereof, including the beneficial owners of the Class B units and Class C units) to exchange their Class C units,
and their Class B units together with an equal number of shares of Class B common stock, for shares of Class A common stock on a
one-for-one basis or, at our election, for cash.

The exchange agreement permits those members to exercise their exchange rights subject to certain timing and other conditions.

In particular, exchanges by our senior management and other senior employees are subject to timing and volume limitations: no
exchanges are permitted until after the first anniversary of the closing date of our IPO, and then exchanges may not exceed one-third
of their original holdings prior to the second anniversary and two-thirds of their original holdings prior to the third anniversary. After
the third anniversary of the closing date, these limitations expire. These limitations do not apply to exchanges by our other employees
who own Class B units or Class C units or holders who may sell freely under Rule 144, subject to compliance with lock-up
agreements entered into in connection with the IPO and periodic blackout periods imposed by us.

In addition, the exchange agreement provides that an owner does not have the right to exchange Class B units or Class C units if
we determine that such exchange would be prohibited by law or regulation or would violate other agreements with HLA to which the
owner is subject. We may impose additional restrictions on exchanges that we determine to be necessary or advisable so that HLA is
not treated as a “publicly traded partnership” for U.S. federal income tax purposes.

Any beneficial holder exchanging Class B units must ensure that the applicable Class B Holder delivers a corresponding number

of shares of Class B common stock to us for redemption and cancellation as a condition of exercising its right to exchange Class B
units for shares of our Class A common stock. When a Class B unit or Class C unit is surrendered for exchange, it will not be
available for reissuance.

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Stockholders Agreement

Certain Class B Holders who are significant outside investors, members of management and significant employee owners have
entered into a stockholders agreement pursuant to which they will vote all their shares of voting stock, including Class A and Class B
common stock, together and in accordance with the instructions of HLAI on any matter submitted to our common stockholders for a
vote.

Under the stockholders agreement, these holders agree to take all necessary action, including casting all votes such members are
entitled to cast at any annual or special meeting of stockholders, so as to ensure that the composition of our board of directors and its
committees complies with the provisions of the stockholders agreement related to the composition of our board of directors, which are
discussed under Part III, Item 10, “Management-Composition of the Board of Directors” of this Form 10-K.

HLAI holds approximately 52% of the aggregate voting power of our Class A common stock and Class B common stock, and the

parties to the stockholders agreement collectively hold over 90% of the aggregate voting power of our Class A common stock and
Class B common stock. The governing documents of HLAI require generally the approval of two of Messrs. Giannini, Rogers, and
Sexton for those votes to be cast in favor of certain fundamental actions, including a material acquisition, an increase in our authorized
capital, and an issuance of preferred stock. Otherwise, HLAI is controlled by its managing member, an entity controlled by Mr.
Rogers. As a result of these arrangements, HLAI, its current members, and their permitted transferees control the outcome of any
such matters that are submitted to our stockholders for the foreseeable future.

Registration Rights Agreement

We have entered into a registration rights agreement with certain Class B Holders who are significant outside investors, members

of management and significant employee owners. The registration rights agreement provides these holders with certain registration
rights whereby, at any time following the first anniversary of our IPO, these holders will have the right to require us to register under
the Securities Act the shares of Class A common stock issuable to them upon exchange of their Class B units or Class C units. The
registration rights agreement also provides for piggyback registration rights for these holders, subject to certain conditions and
exceptions.

Indemnification Agreements

Our bylaws provide that we indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain

exceptions contained in our bylaws. In addition, our certificate of incorporation, provides that our directors will not be liable for
monetary damages for breach of fiduciary duty.

We have entered into indemnification agreements with each of our executive officers and directors. The indemnification
agreements provide the executive officers and directors with contractual rights to indemnification, and expense advancement and
reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and

we are not aware of any pending litigation that may result in claims for indemnification by any director or officer.

Directed Share Program

In connection with our IPO, the underwriters reserved a certain amount of shares of our Class A common stock for sale in the
IPO to directors, officers, employees and other related individuals (the “Directed Share Program”). Mr. Berkman participated in the
Directed Share Program, in his capacity as a

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private investor, and purchased 25,000 shares of our Class A common stock for his personal account at the IPO price of $16.00 per
share, for a total of $400,000. Mr. Berkman subsequently joined our board of directors in May 2017.

Related-Party Transaction Approval Policy

We have adopted a written policy relating to the approval of related-party transactions. We will review all relationships and
transactions (in excess of a specified threshold) in which we and our directors and executive officers or their immediate family
members are participants to determine whether such persons have a direct or indirect material interest. Our legal and corporate
finance departments are primarily responsible for the development and implementation of processes and controls to obtain information
from our directors and executive officers with respect to related-party transactions and for determining, based on the facts and
circumstances, whether we or a related person have a direct or indirect material interest in the transaction.

In addition, our audit committee will review and approve or ratify any related-party transaction in accordance with the policy. In

approving or rejecting any such transaction, we expect that our audit committee will consider the relevant facts and circumstances
available and deemed relevant to the audit committee.

Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to

participate in the deliberations or vote on approval or ratification of the transaction.

Our board of directors consists of Hartley R. Rogers, Mario L. Giannini, David J. Berkman, Erik R. Hirsch, O. Griffith Sexton

and Leslie F. Varon. Mr. Rogers serves as Chair.

Director Independence

Our board of directors has determined that Messrs. Berkman and Sexton and Ms. Varon are each “independent” as defined
under the rules of the NASDAQ Stock Market. In making this determination, the board of directors considered the relationships that
each individual has with our Company and all other facts and circumstances that the board of directors deemed relevant in
determining his or her independence, including ownership interests in us.

We are a “controlled company” under the rules of the NASDAQ Stock Market and therefore qualify for an

exemption from the requirement that our board of directors consist of a majority of independent directors,
that we establish a compensation committee consisting solely of independent directors and that our director nominees be selected or
recommended by independent directors. Our audit committee consists of Messrs. Berkman, Rogers and Sexton and Ms. Varon, who
serves as Chair. As required under the rules of the NASDAQ Stock Market, we will transition to an audit committee composed
entirely of independent directors within one year of the IPO.

Item 14. Principal Accountant Fees and Services

Audit Fees

Audit fees charged to us by Ernst & Young LLP for professional services rendered for the audits of our consolidated financial
statements for the fiscal years 2017, 2016, 2015 and 2014 included in our Registration Statement on Form S-1 and Form 10-K during
the year ended March 31, 2017 totaled $3,587,498.

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Audit-Related Fees

Audit-related fees charged to us by Ernst & Young LLP for services that are reasonably related to the performance of the audit

or review of our financial statements and are not reported under “Audit Fees” consisted primarily of fees for attest services of
individual investment funds during the year ended March 31, 2017 and totaled $147,999.

Tax Fees

Tax fees charged to us by Ernst & Young LLP for tax services rendered, primarily related to advice on tax structuring and foreign

tax compliance and transfer pricing services, during the year ended March 31, 2017 totaled $233,876.

All Other Fees

The fees billed to us by Ernst & Young LLP for all other services rendered, primarily related to a subscription to an online

accounting research tool, during the year ended March 31, 2017 totaled $1,995.

Pre-Approval Policies and Procedures

In connection with our IPO, the audit committee’s Charter, which may be amended from time to time, became effective as of
February 28, 2017 (the “Charter”), the effective date of our IPO registration statement. All of the fees paid to Ernst & Young LLP
during the year ended March 31, 2017, were pre-approved by HLA.

Pursuant to the Charter, the audit committee has adopted a Pre-Approval Policy for Audit and Non-Audit Services (the “Policy”)

governing the pre-approval, selection, retention and termination of any services provided by the Company’s independent registered
public accounting firm. The Policy expressly prohibits non-audit services for which engagement is not permitted by the SEC’s rules
and regulations, including internal audit outsourcing and expert services unrelated to the audit. A list of prohibited and permitted
services is set forth in the Policy. Permitted services include audit, audit-related, permitted non-audit and tax-related services. Audit
and audit-related services may include, among other things, services related to securities filings, accounting and financial reporting
consultations, statutory audits and acquisition-related due diligence and benefit plan audits.

For audit services, the independent auditor is to provide, for audit committee approval, an engagement letter for each fiscal year
outlining the proposed plan covering the audit services’ scope, terms and compensation. Additional engagement letters related to other
permitted services may not require separate audit committee approval if such services have been pre-approved. The independent
auditor will represent to the audit committee, in each of its engagement letters, that each proposed service to be provided does not
violate the SEC’s auditor independence rules.

Management and the independent auditor must submit to the audit committee a request for pre-approval of any proposed services

that have not been previously pre-approved. Responses to requests for services are required to include a statement that the services
are consistent with and shall not violate the SEC rules on auditor independence. The audit committee must approve permissible non-
audit services in order for the independent auditor to be retained by us for such services.

156

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this Form 10-K:

PART IV

1. All financial statements. See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

2. Financial Statement Schedules. Financial statement schedules are omitted as they are either not required or the information is
otherwise included in the consolidated financial statements.

3. Exhibits. See Exhibit Index.

Item 16. Form 10-K Summary

None.

157

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, on this 26t h day of June, 2017.

SIGNATURES

HAMILTON LANE INCORPORATED

By:

/s/ Mario L. Giannini

Name: Mario L. Giannini
Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on this 26t h day of June, 2017.

Signature

Title

/s/ Hartley R. Rogers

Hartley R. Rogers

/s/ Mario L. Giannini

Mario L. Giannini

/s/ Randy M. Stilman

Randy M. Stilman

/s/ Michael Donohue

Michael Donohue

/s/ David J. Berkman

David J. Berkman

/s/ Erik R. Hirsch

Erik R. Hirsch

/s/ O. Griffith Sexton

O. Griffith Sexton

/s/ Leslie F. Varon

Leslie F. Varon

Chairman of the Board of Directors

Chief Executive Officer and Director (Principal Executive Officer)

Chief Financial Officer and Treasurer (Principal Financial Officer)

Controller (Principal Accounting Officer)

Director

Exhibit Index

Exhibit No.

Description of Exhibit

3.1

3.2

10.1

10.2

10.3

10.4

10.5

10.6†

10.7†

10.8†

10.9†

10.10†

10.11○

10.12†

31.1

Amended and Restated Certificate of Incorporation of Hamilton Lane
Incorporated

Amended and Restated Bylaws of Hamilton Lane Incorporated
Fourth Amended and Restated Limited Liability Company Agreement
of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and
among Hamilton Lane Advisors, L.L.C. and its members

Tax Receivable Agreement, dated as of March 6, 2017, by and among
Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and
each of the other persons and entities party thereto

Exchange Agreement, dated as of March 6, 2017, by and among
Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and
each of the other persons and entities party thereto

Registration Rights Agreement, dated as of March 6, 2017, by and
among Hamilton Lane Incorporated and the other persons party
thereto

Stockholders Agreement, dated as of March 6, 2017, by and among
Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C. and the
other persons and entities party thereto

Hamilton Lane Incorporated 2017 Equity Incentive Plan
Form of Restricted Stock Award Agreement under the 2017 Equity
Incentive Plan

Form of Non-Qualified Stock Option Agreement under the 2017
Equity Incentive Plan

Form of Indemnification Agreement between Hamilton Lane
Incorporated and certain of its directors and officers

Hamilton Lane Advisors, L.L.C. 2016 Carried Interest Plan
Credit and Guaranty Agreement dated as of July 9, 2015, as amended
November 7, 2016, among Hamilton Lane Advisors, L.L.C., certain of
its subsidiaries, Morgan Stanley Senior Funding, Inc., as
Administrative Agent and Collateral Agent, and the lenders party
thereto

Employment Agreement, effective as of May 23, 2016, by and
between Hamilton Lane (Hong Kong) Limited and Juan Delgado-
Moreira

List of Subsidiaries
Consent of Independent Registered Public Accounting Firm

Certification of the Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley

159

Incorporated By Reference

Form

Exhibit

Filing Date

8-K

3.1

3/10/16

Filed
Herewith

8-K

10.1

3/10/16

8-K

10.2

3/10/16

8-K

10.3

3/10/16

8-K

10.4

3/10/16

8-K

10.5

3/10/16

S-1/A

S-1

10.6

10.7

10.8

10.9

10.10

10.11

2/16/17

2/1/17

Incorporated By Reference

Form

Exhibit

Filing Date

Filed
Herewith

Exhibit No.

Description of Exhibit

31.2

32‡

Certification of the Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley

Certifications of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

† Indicates a management contract or compensatory plan or arrangement.
○ Confidential treatment has been granted for portions of this exhibit.
‡ Furnished herewith.

160

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EXECUTIVE OFFICERS

Mario L. Giannini
Chief Executive Officer

Hartley R. Rogers
Chairman

Kevin J. Lucey
Chief Operating Officer

Michael Donohue
Managing Director and Controller

David J. Berkman
Managing Partner
ASSOCIATED PARTNERS, LP, a
private equity firm engaged primarily in
telecommunications infrastructure
operations and investments

Erik R. Hirsch
Vice Chairman
HAMILTON LANE INCORPORATED

Randy M. Stilman
Chief Financial Officer

Erik R. Hirsch
Vice Chairman

Lydia A. Gavalis
General Counsel and Secretary

Juan Delgado-Moreira
Managing Director

DIRECTORS

Mario L. Giannini
Chief Executive Officer
HAMILTON LANE INCORPORATED

Hartley R. Rogers
Chairman
HAMILTON LANE INCORPORATED

O. Griffith Sexton
Corporate Director

Leslie F. Varon
Corporate Director

CORPORATE HEADQUARTERS
One Presidential Boulevard, 4th Floor
Bala Cynwyd, Pennsylvania 19004
(610) 934-2222

TRANSFER AGENT &
REGISTRAR
American Stock Transfer & Trust
Company, LLC
6201 15th Avenue
Brooklyn, New York 11219

QUARTERLY BUSINESS
RESULTS/HAMILTON LANE
NEWS
Current investor information is
available on our website at
www.hamiltonlane.com

INVESTOR RELATIONS
Demetrius Sidberry
dsidberry@hamiltonlane.com
(610) 617-6768

INDEPENDENT AUDITORS
Ernst & Young LLP
Philadelphia, Pennsylvania

STOCK EXCHANGE LISTING
NASDAQ: HLNE

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