Hamilton Lane Private Secondary and VC & Growth Fund Tenders

The two funds in one table

Both are Hamilton Lane evergreen funds for individual investors, started as private funds in the autumn of 2024 and registered as closed-end funds weeks later. Private Secondary buys existing stakes in private equity funds. Venture Capital and Growth buys venture and growth stakes, about two thirds of committed capital through secondaries and the rest through direct co-investments. Neither is the same fund as Hamilton Lane Private Assets Fund or Hamilton Lane Private Infrastructure Fund, which have their own CIKs, sizes and tender records.

Sources: offer documents of November 3, 2026, annual reports for the year to March 31, 2026 (Form N-CSR) and prospectuses of July 29, 2026. Class shares of capital are our arithmetic. Both funds require each investor to certify that it is a “qualified client” under Rule 205-3 of the Advisers Act, per the prospectuses.

Nine offers, five results

The table puts every offer either fund has filed in one place. The limit is the dollar amount offered; “tendered” is the NAV of the shares tendered at the valuation date, from the final amendment to Schedule TO-I (SC TO-I/A). The capital column is the class capital at the reference date in each offer document.

What the five results say, in the final amendments' own words: in the November 2025 and February 2026 offers at Private Secondary “No Shares were tendered” and none were accepted. In May 2026, 14,908 Class I shares were tendered at Private Secondary (NAV $274,949, 1.34% of the offer and 0.067% of class capital, our arithmetic). At Venture Capital and Growth, 7,065 Class I shares were tendered in the first offer ($116,957, 5.71% of that $2.05 million offer, 0.171% of capital) and 2,914 in the second ($55,000, 0.74% of the offer). In each case the fund “accepted for purchase 100%” of the Class I shares tendered and paid for them. Only Class I holders appear in any result; no Class Y or Class R shares were tendered.

Added up, the two funds offered $50.7 million across the five offers with results and holders tendered $446,906, 0.88% (our arithmetic). Nothing has come near the limit, so nothing has been prorated.

The result filings arrive late. At Private Secondary the final amendments came 99, 108 and 103 days after the three deadlines; at Venture Capital and Growth, 108 and 103 days after the two. On those lags, the August 2026 results (deadline September 3, 2026) should appear between about December 11 and December 20, 2026, and the results of the November offers around March 2027. That is our inference from the pattern, not something the funds have said.

Why requests are small: most shares are less than a year old

Both funds charge a 2.00% early repurchase fee on shares repurchased before the one-year anniversary of purchase, first in, first out, which the board may waive. Now look at the share counts in the offer documents. Private Secondary had 15,378,705 shares at December 31, 2025 and 28,626,654 at September 30, 2026. Venture Capital and Growth had 4,317,199 and 16,742,341. At least 46% of Private Secondary's shares and at least 74% of Venture Capital and Growth's therefore did not exist on December 31, 2025 and fall inside the fee window for a December 31, 2026 valuation (our arithmetic; it ignores reinvested distributions and any shares tendered).

That does not prove why holders have tendered little; the filings give no reasons. It does mean the small figures in the table come from a base that was mostly not eligible to leave without paying. The test comes when the 2025 and early 2026 buyers pass their anniversaries.

Worked example (our arithmetic): a holder who tenders $100,000 of shares bought three months ago pays the 2.00% fee on the amount repurchased, $2,000, and receives about $98,000, before any change in NAV between September 30 and December 31, 2026.

NAV: Venture Capital and Growth is up 29% in nine months

The NAV per Class I share used in each offer document, at each quarter-end:

Percentage changes are our arithmetic and exclude distributions (Private Secondary paid $1.61 million and Venture Capital and Growth $164,389 in the year to March 31, 2026, per the annual reports). Venture Capital and Growth's NAV rose 13.9% between March 31 and June 30, 2026 and another 8.3% to September 30. The fund's own annual report puts its Class I return for the year to March 31, 2026 at 42.25%, against 18.90% for the MSCI World index in the same table, and says a majority of investments are in disruptive technology sectors. These are reported fair values of private holdings that the adviser itself estimates as valuation designee, not prices at which anyone traded.

The March 2026 NAV appears twice

For March 31, 2026 each fund shows two Class I NAVs:

Holders who tendered at that date were paid the offer-document price. At Venture Capital and Growth, the 7,065 Class I shares were paid $116,957, about $16.55 each (our arithmetic), against $17.62 in the audited report, a gap of about $7,500 on that tender (our arithmetic, using rounded NAVs). Private Secondary's annual report says its financial highlights include “adjustments in accordance with GAAP,” so the per-unit NAV for financial reporting “may differ” from the one used for shareholder transactions. The Venture Capital and Growth annual report has no such footnote, and the filings do not say which adjustments applied. The same pattern showed in Hamilton Lane Private Assets Fund ($19.53 paid against $19.77 audited) and the Infrastructure fund ($15.01 against $15.51). A gap of 6.4% is much larger than either. The next audit is for the year to March 31, 2027.

What the current offers say

• Amount and timing. Private Secondary: “up to approximately 5.00%” of net assets of September 30, 2026, about $26.6 million or 1,431,333 shares. Venture Capital and Growth: up to about 3.00%, $10.3 million or 502,270 shares. Both expire at 11:59 p.m. Eastern Time on December 3, 2026 unless the board extends them. The price is the NAV at December 31, 2026, after the early repurchase fee, taxes and accrued liabilities.
• Payment. Entirely in cash, within 5 business days of the date the fund determines its NAV as of the valuation date. A holder who tenders everything remains a shareholder through December 31, 2026.
• Withdrawal. Tenders can be withdrawn until the deadline, and, under Rule 13e-4(f)(2)(ii), after December 31, 2026 if the fund has not yet accepted them (the offers call that date 40 business days from commencement).
• Partial tenders. A holder who tenders some but not all shares must keep $10,000 of shares, unless the board waives it.
• If oversubscribed. The fund may buy up to an additional 2.00% of aggregate NAV without amending the offer, but only “solely in the discretion of the Fund and its Board of Trustees”; otherwise it buys pro rata.

Worked example of the pro rata rule (our arithmetic, using September 30, 2026 capital): if Private Secondary holders asked for $53.2 million, twice the limit, a fund that used no extra buying would repurchase half of each request; with the full extra 2.00% ($10.6 million) it would buy $37.2 million, 70% of each request. At Venture Capital and Growth, requests of $20.6 million would be met 50% at the limit, or 83% with the extra 2.00% ($6.9 million). Neither fund has been close to this so far.

The adviser bought $35 million four days before the offer

A Schedule 13D filed November 2, 2026, by Hamilton Lane Advisors, the adviser, reports that on October 29, 2026 it bought 1,707,325.402 Class Y shares of Venture Capital and Growth for about $35,000,000, $20.50 a share, the same figure as the fund's September 30 Class Y NAV in the November offer. Its earlier purchases were 750,404.596 shares for $7,575,000 before May 2025 and 117,360.956 shares for about $1,525,000, $12.99 a share, on July 28, 2025. The adviser now directly holds 2,396,200.954 Class Y shares, 17.57% of the class, plus Class I and Class R shares, using the 13D's share counts.

Two comparisons (our arithmetic): $35.0 million is 3.4 times the offer limit of $10.3 million and 10.2% of the fund's September 30 capital. The 13D counts 13,636,600 Class Y shares outstanding at the filing; the offer document counts 11,929,226 at September 30. The difference, 1,707,374 shares, is within 49 shares of what the adviser bought, so net of any other sales or repurchases the adviser accounts for essentially all of the growth in Class Y since September 30.

The 13D says what the adviser may do next: “When permitted by applicable law, the Reporting Person may dispose of some or all of their Common Shares, from time to time, by tendering such Common Shares for repurchase by the Issuer.” That is a statement of possibility, not of intent, and the filing gives no reason for the purchase. The final amendment that reports the December 3 result gives totals by class, not by holder, so it will not show whether the adviser tendered.

At Private Secondary the July 2026 prospectus lists as 5% holders of Class Y (as of June 30, 2026): HL PSF RIC Holdings, LLC 16.84%, Hamilton Lane Advisors 16.72%, Chestnut Street PSF SPV, LLC 16.70%, The Guardian Insurance Company of America 15.86%, Guardian Insurance & Annuity Company 12.98% and Selective Insurance Company of America 10.39%. The first three share Hamilton Lane's Conshohocken address and together hold 50.26% of Class Y (our sum); the prospectus does not say how they are related. At Venture Capital and Growth the two Guardian entities held 79.07% of Class Y (57.99% and 21.08%, our sum), Galadriel LLC 7.35% and the adviser 5.83% at the same date.

What the funds cost

The fee tables assume average net assets of $567.5 million (Private Secondary) and $314.1 million (Venture Capital and Growth) over the next twelve months. The incentive fee is 10% (Private Secondary) or 15% (Venture Capital and Growth) of net profits above a loss recovery account, accrued monthly and paid quarterly, so it grows with the NAV rises in the table above.

What the annual reports show for the year to March 31, 2026:

• Private Secondary: total expenses $11.60 million, of which incentive fees $6.24 million and management fees $2.77 million. The adviser waived $3.27 million (28.1% of expenses, our arithmetic), leaving net expenses of $8.34 million and a net investment loss of $5.78 million. The Class I net expense ratio was 4.36%.
• Venture Capital and Growth: total expenses $9.47 million, of which incentive fees $6.18 million, management fees $1.18 million and “subsequent closing interest expense” $0.75 million. Waivers were $1.77 million (18.7%, our arithmetic), net expenses $7.70 million, net investment loss $7.00 million. The Class I net expense ratio was 9.97%; the report says excluding incentive fees it would be 7.56 points lower.
• Cash: at March 31, 2026 short-term investments were 27.4% of net assets at Private Secondary and 44.3% at Venture Capital and Growth, so a large part of what holders pay fees on is not yet invested in the strategy. The Venture Capital and Growth report also shows a $2.10 million receivable from the adviser.

Money came in far faster than it went out in that year: shares issued of $317.6 million (Private Secondary) and $212.7 million (Venture Capital and Growth), against $116,958 tendered at the second fund and none at the first (our sums of the class lines in the statements of changes in net assets).

What a reader can do with this

• If you hold either fund and are considering the December 3 deadline: the sequence is your intermediary's deadline, the December 3 expiry at 11:59 p.m. Eastern Time, the December 31 pricing, and cash within 5 business days of the NAV being determined. Shares bought after about December 31, 2025 cost 2.00% to sell in this offer. Tenders can be withdrawn until the deadline.
• What the record says: five results, five 100% acceptances, a combined 0.88% of the offered amount tendered. That is the record of two funds taking in new money, mostly inside their first year. The offers are at the board's discretion every quarter.
• What it does not say: nothing in the filings shows what holders will ask for on December 3, 2026, or whether the adviser, the insurers or Class Y holders will tender. The August results, due around mid-December, are the next datapoint, and the first with offers of $24.9 million and $8.9 million.
• If you are weighing an add: the filings show 4.25% to 4.93% of annual expenses for Class I after waivers, a 2.00% first-year exit fee, and, at Venture Capital and Growth, an audited NAV that was 6.4% above the NAV investors transacted at in March. Whether the funds can pay 5% and 3% of net assets every quarter if inflows slow is the question the numbers cannot answer yet.
• Who files when: the Schedule TO-I amendments, annual reports (June), semiannual reports (December) and prospectus updates (July) are the scheduled disclosure points.

For how these funds compare with other tender-offer funds, see tender-offer funds explained, private equity secondary market for individual investors and, for another venture fund's tender record, StepStone Private Venture and Growth Fund.

FAQ

All figures are from SEC filings read on EDGAR on November 6, 2026: Schedules TO-I for Hamilton Lane Private Secondary Fund (CIK 2041398) filed November 4, 2025, February 6, May 6, August 6 and November 3, 2026 and for Hamilton Lane Venture Capital and Growth Fund (CIK 2047692) filed February 6, May 6, August 6 and November 3, 2026; the final amendments (SC TO-I/A) filed March 13, June 25 and September 15, 2026 (Private Secondary, accessions 0001213900-26-027510, -072020 and -100000) and June 25 and September 15, 2026 (Venture Capital and Growth, 0001213900-26-072023 and -099998); the annual reports for the year to March 31, 2026 (Form N-CSR 0001213900-26-066808 and 0001213900-26-066817); the semiannual reports to September 30, 2025 (Form N-CSRS 0001213900-25-118819 and -118828); the prospectuses of July 29, 2026 (Form N-2 0001213900-26-082868 and -082875); and the Schedule 13D of November 2, 2026 (0001213900-26-115108). Class shares of capital, sums across classes and offers, percentages of offers and capital, NAV changes, implied prices, shares outstanding differences and the proration examples are our arithmetic. The expected dates of the next result filings are our inference. Private Secondary (CIK 2041398) files separately from Venture Capital and Growth; the email alert above follows the Venture Capital and Growth filings. This is analysis of public documents, not investment, legal or tax advice.