Ladies and gentlemen, thank you for standing by and welcome to the Hamilton Lane Incorporated Third Quarter Fiscal Year 2022 Earnings Conference Call. At this time, all participants’ lines are in listen-only mode. After the speakers’ presentation, there will be a question and answer session. I will now turn the conference over to your speaker today, John Oh, Investor Relations Manager. Thank you. Please go ahead, sir.

Thank you all. Good morning, and welcome to the Hamilton Lane Q3 fiscal 2022 Earnings Call. Today, I will be joined by Mario Giannini, CEO, Erik Hirsch, Vice Chairman, John Oh, Manager-Investor Relations, and Atul Varma, CFO. Before we discuss the quarter's results, we want to remind you that we will be making forward-looking statements based on our current expectations for the business. These statements are subject to risks and uncertainties that may cause the actual results to differ materially. For a discussion of these risks, please review the risk factors included in Hamilton Lane fiscal 2021 10-K as amended, in subsequent reports we've filed with the SEC. We will also be referring to non-GAAP measures that we view as important in assessing the performance of our business. Reconciliation of those non-GAAP measures to GAAP can be found in the earnings presentation materials made available on the shareholder section of the Hamilton Lane website. Our detailed financial results will be made available in our 10-Q file. Please note that nothing on this call represents an offer to sell or a solicitation to purchase interest in any of Hamilton Lane's products. Starting with the financial highlights, year-to-date our management and advisory fee revenue grew by 10%, while our fee-related earnings grew by over 13% versus the prior year period. This translated into year-to-date GAAP EPS of $3.59 based on $132 million of GAAP net income and non-GAAP EPS of $3.50 based on $188 million of adjusted net income. We have also declared a dividend of $0.35 per share this quarter, which keeps us on track for a 12% increase over last fiscal year, equating to the targeted $1.40 per share for fiscal year 2022. With that, I'll now turn the call over to Erik.

Thank you, John, and good morning, everyone. Let me start by announcing an award won recently, and while we have won this nine times prior, it still remains a significant and meaningful accomplishment to our firm. That is, for the 10th consecutive year, Hamilton Lane was named a best place to work in money management by Pensions and Investments. We have won this distinction every year since Pension and Investments first began publishing the ranking in 2012. We are one of only five organizations across the entirety of the money management landscape to have earned the distinction. We are extremely proud of this recognition, and while the firm has experienced meaningful growth across our product lines, geographies, and client base during the past ten years, what has remained consistent throughout is our commitment to fostering a culture of excellence, innovation, and inclusion, and at all times, striving to do the right thing for our clients, employees, and partners. With that, I will turn to some results for the quarter. Our total asset footprint, which we define as the sum of our AUM (assets under management) and AUA (assets under advisement), stood at $851 billion, representing a 30% increase to our footprint year-over-year, continuing our long-term consistent growth trend. AUM growth year-over-year, which was $22 billion or 29%, came from both our specialized funds and customized separate accounts, and continues to be diversified across client type, size of client, and geographic region. Our focus remains on growing and winning across both lines of business, and we are pleased with the continued success. As for our AUA, similar to that of our AUM, growth was from across client type and geographic region, and came in at $172 billion or 30% year-over-year. As we have mentioned on prior earnings calls, AUA can fluctuate quarter-to-quarter for a variety of reasons, but the revenue associated with AUA does not necessarily move in lockstep with those changes. This quarter saw an increase in AUA dollars relative to the prior quarter due primarily to the addition of a large back office mandate. Let me shift gears now and provide a brief update on our strategic technology investments. We continue to view investing in technology as critical to our growth strategy and continued leadership in the class. Our approach has been simple: identify unique technology solution providers that we believe can help make us and the industry better, and we put our balance sheet capital behind them. We not only become a user of the technology, but a strategic partner as well. And given how successful we've been here, companies now seek us out knowing that a partnership with Hamilton Lane can help speed their development, accelerate their growth, and expand their brand. The strategy has served us well so far. Aside from implementing cutting-edge technology for our firm, we've also been instrumental in developing technologies that are widely used across the industry today. In addition, we generated attractive returns across our exhibit investments and remain enthused about the current slate of investments that remain on our balance sheet today. Given the continued activities in this area, the firm has decided it's appropriate that going forward, we will be carving off up to 15% of the realized gains to be included in our discretionary bonus pool. While this is a much reduced level from what we do on our carried interest program, we see this as a simpler way to reward employees and align with shareholders while keeping our fixed compensation costs well controlled. To be clear, this would not be retroactive and would only occur on realized gains. Now, let me provide a few specific updates on two strategic investments that have contributed to the quarter's results. On the last call, we announced that a deal had been reached for Cobalt GP. As a reminder, Hamilton Lane continues to fully own and operate Cobalt LP. The transaction officially closed during this fiscal quarter and we recognized $12 million in realized gains from the transaction. That amount is reflected in the non-operating income line on our income statement. Next, an update on iCapital. On December 23rd, iCapital announced its latest financing round led by WestCap and Apollo. The company raised $50 million at over a $6 billion valuation. As a result of the transaction, we recognized a $20 million unrealized gain on our investment. At this new valuation, our position is valued at nearly $60 million; we originally invested $10 million. I will move now to our evergreen platform and provide an update on the continued success we are achieving there. As a quick reminder, and for the benefit of those on the call less familiar with these products, our evergreen platform provides private wealth channels and individual investors with direct and immediate exposure to the private markets, through monthly subscriptions and semi-liquidity. For us, it represents perpetual fee-earning AUM, where we earn management fees on net asset value. The average management fee across this platform is 140 basis points. We are able to earn carried interest at a rate of 12.5% over a hurdle of either 6% or 8%, depending on the deal type, and on a deal-by-deal basis. As these vehicles contain no primary fund exposure and are exclusively transaction-oriented, every invested dollar is eligible for carried interest. During the quarter, I'm proud to say that the platform surpassed the $2 billion AUM mark. We're now one of a very small number of managers who have a platform of this size and scale, and we continue to be very encouraged about our future growth prospects. For fiscal year 2022, we are averaging nearly $100 million of monthly net inflows. Also noteworthy, flows for January were directly in line with these levels, despite increased public market turbulence. We believe, and our results show, that our vehicles are seen as attractive to this retail market segment, and we are well-positioned to benefit from this growing demand and general tailwinds. Let me now turn to our fee-earning AUM. As a reminder, fee-earning AUM is the combination of our customized separate accounts and our specialized funds with basis point-driven management fees. We will continue to emphasize that this is the most significant driver of our business, as it makes up over 80% of our management and advisory fees. Relative to the prior year period, total fee-earning AUM grew $5.9 billion or 15% stemming from positive fund flows across both our specialized funds and our customized separate accounts. Taken separately, $3.3 billion of net fee-earning AUM came from our customized separate accounts, and over the same time period, $2.5 billion came from our specialized funds. Growth in these two areas continues to be driven by four key components: 1. Re-ups from our existing clients, 2. Winning and adding new clients, 3. Growing our existing fund platforms, and 4. Raising new specialized funds. Overall, our blended current fee rate remains steady. Last fiscal year, we benefited from the large amount of retro fees coming primarily from our fifth secondary fund, and that resulted in an elevated blended fee rate for fiscal 2021. Given the limited amount of retro fees this fiscal year-to-date, our fee rates have trended back to more normalized levels. Let's now move to the two parts that make up our fee-earning AUM. I'll start with our customized separate accounts. Fee-earning AUM for the period stood at $28.4 billion, growing 13% over the past 12 months. We continue to see the growth coming across institution type, size, and geography. As it relates to our existing client base, over the last 12 months, more than 80% of the gross inflows into customized separate accounts came from this group. Re-ups from our existing client base remain a key component of this growth. In addition to re-ups, we continue to expand our client base by winning and adding brand-new relationships, which in turn provide a growing base for future re-up opportunities. Moving to our specialized funds. Growth here continues to be strong. We are executing well across our product suite and demand remains robust, coming, like the rest of our business, from a diversified set of investors around the globe. Over the past 12 months, we achieved positive net inflows of $2.5 billion, resulting in a 17% increase in fee-earning AUM. And with that, I'll now turn it over to Brian Gildea, our Global Head of Investments, who will provide an update on some of our current funds in the market as well as some details on our overall AUM base.

Thank you, Erik, and good morning, everyone. For those on the call who I've not had the pleasure of meeting, my name is Brian Gildea, and I've been with the firm for more than 12 years and in the industry for over 22 years. In my role, I oversee all aspects of our investment activities, including direct investing, secondary, and primary fund selection. I'll now provide a few updates on funds currently in the market, and I'll start with our direct equity fund, formerly known as our co-investment fund. During the fiscal quarter, we held a fifth close on $142 million of LP commitments, bringing the total capital raised to over $1.2 billion. We continue to progress well with the fundraise and are pleased with the strong demand being shown around the globe for this product. We expect to be in the market through October of 2022 with additional fund anticipated. Next is our annual credit-focused series. During the fiscal quarter, we held the first close for our seventh installment in this series. It closed with a total of nearly $210 million, and is our largest first close in this product's history. Our previous installment raised a total of $889 million of LP commitments. As a reminder, our credit strategy has a relatively unique structure, whereby we are continually raising and deploying dollars simultaneously and earning management fees on invested capital. Therefore, it is less about targeting a set amount of dollars to raise, as you traditionally would see across funds with a multi-year deployment period; more about ensuring that we size the products in line with the current opportunity set, which can lead to some size variability from installment to installment. We expect to be in the market with this installment until September of 2022. Lastly, is our second impact fund, which invests directly into companies alongside leading fund partners with a focus on environmental and social impact. During the quarter, we held a second close of nearly $50 million, bringing the total raised to approximately $200 million. This fund is already double the size of our first impact fund, and we're encouraged by the demand we're seeing in this space. We will continue to raise capital through calendar 2022. Let me turn to some discussion of our AUM components. It's been some time since our initial Investor Day where we provided some insight into the composition of our discretionary AUM and how that has evolved. For those of you following along in our presentation materials, I'll be referring to Page 7 of that presentation. This is not data that we intend to provide on a regular basis, as A) It doesn't change dramatically over a quarter or in some cases even a year or more, and B) It isn't necessarily an indicator of the performance for the health of the business. Nonetheless, we know that some investors are interested in an update not only around our position but, more importantly, how we're seeing the overall industry growing and evolving. Let's start with the latter. During the past five years, we've shown that overall private markets' net asset value has grown considerably. This growth has been largely driven by the private equity segment of the market. During this same timeframe, the mix of total industry net asset value has also shifted more to private equity as well, indicating both better relative performance and that investors are proactively shifting more allocated dollars to this strategy. If we then turn to Hamilton Lane AUM, as of this fiscal third quarter, we have a total of $88.3 billion. This breaks down to $65.4 billion in private equity, $4.1 billion in private credit, and $10.8 billion in real assets. Including our invested AUA dollars, exposure to equity would be over $530 billion, credit would be over $56 billion, and real assets would be over $163 billion. These figures make us very significant players in each of these market segments. Our business today, however, does have a modest overweight relative to the overall market towards private equity. Why is that? A few factors: 1. Among our clients, interest is highest around the private equity strategy as it has offered the most compelling performance; 2. It is, as shown in the fundraising chart, the absolute largest market segment; 3. Because it is the largest market segment, it offers the deepest opportunity set for secondary and co-investments; 4. Finally, because of its return characteristics, our fees in this segment are generally higher than they are in either credit or real assets. That said, we see all three segments as strategically important for our business. We remain focused, as we have been, across all three segments, and continuing to grow them all. The fact that we currently have dedicated products in markets across all three areas speaks directly to that. With that, I'll now turn it over to Atul to cover the financials.

Great. Thank you, Brian, and good morning, everyone. For the first three quarters of fiscal 2022, we achieved solid growth in our business with management advisory fees of 10% versus the prior year period. Our specialized funds revenue increased $5.8 million, a 6% increase compared to the prior year period, driven by over $850 million of inflows into our evergreen platform in the current year period, along with over $1.2 billion raised to date from our latest direct equity fund. Year-to-date retro fees have been limited given that our latest direct equity fund was turned on during this fiscal year relative to the prior year period where we recognized $10.8 million in retro fees from related secondary funds. We expect to generate additional retro fees as we hold subsequent closes for our latest direct equity fund. And just to reiterate, as many of you are likely aware, investments that come into later closes of the fundraisers for many of our products pay retroactive fees, dating back to the fund's first close. Therefore, you typically see a spike in management fees at that time for the quarter, in which subsequent closes occur. The revenue from our customized separate accounts increased $4.8 million compared to the prior year period due to the addition of several new accounts and re-ups from existing clients. Revenue from our reporting and other offerings increased $8.9 million compared to the prior year period, driven by the revenue associated with the pre-existing funds managed by the 361 Capital team that we acquired in April of 2021. In addition, we saw a $4 million increase in revenue compared to the prior year period in our distribution management business stemming from continued robust activity in the ICU market. The final component of our revenue is incentive fees. Incentive fees year-to-date were $37.4 million or 14% of total revenue. Let me now turn to some additional detail on our unrealized carry balance. Given the continued positive trend in valuations, the balance is up 114% from the prior year. Even as we recognized $59.7 million of incentive fees during that period, the unrealized carry balance now stands at $1.1 billion. And just to remind everyone, we don't control these positions and thus, we don't control the timing it affects it. Although now to some color on our earnings, our fee-related earnings were up 13% versus the prior year period. As a result of the revenue growth we discussed earlier, along with their growth in our margin. In regard to our expenses, total expenses increased $14.8 million compared with the prior year period. Total compensation benefits were essentially flat, while G&A increased $14.7 million, which included the rent expense associated with our new headquarters, along with expenses from FCC and capital. I'll now wrap up here with some commentary on our balance sheet. Our largest asset continues to be our investments alongside our clients in our customized separate accounts and specialized funds. Over the long term, we view these investments as an important component of our continued growth, and we'll continue to invest our balance sheet capital alongside our clients. In regard to our liabilities, we continue to be modestly levered. And with that, we thank you for joining the call and are happy to open it up for questions.

As a reminder, please stand by while we compile the Q&A roster.

Julia, are there any questions in the queue?

Yes. Your first question comes from the line of Peter Kaloostian with Morgan Stanley.

Hey, good morning. Thanks for taking my question. Just following the success of your retail evergreen product.

Peter, are you still there?

Hey. Yeah, I'm still here. Can you hear me?

Yeah. We can hear you now.

Yeah, I was just saying following the success of your evergreen product now at $2 billion of AUM, what are your thoughts on adding additional products with more targeted exposure, either by asset class, geography, or sector? Thank you.

Peter, Erik, I'll take that. Thanks for the question. I think purposely, we set up our platform on the retail side to be incredibly flexible. That product today includes and allows the ability for us to do not only secondaries but also equity and credit co-investments. So while our aspirations on the retail side are significant, and we're really pleased with our growth to date, we feel like we are in very, very early innings of that success. That product is built to scale for a very, very long way to go. I think over time, certainly, we have aspirations, and I think undoubtedly will launch other products. But given the flexibility of the mandate of that current vehicle, we'll be able to continue to grow that aggressively for a long time and deal with changing market conditions.

Thank you. If I just may add one follow-on question just in terms of secondary market activity year-to-date in a more volatile backdrop, just wondering what you guys are seeing in terms of volumes. And then just on GP led, I know there was a big trend in '21; has that trend continued to play out? Thank you.

Sure, Peter. It's Erik; I'll stick with that. I think what you've seen is the secondary market has just been providing record amounts of deal flow, not only traditional deal flow, but as you mentioned, GP-led deal flow. We would just believe that part of this is just the maturing of the industry segment, that people are finding more ways to generate liquidity, more ways to transact. The result of that is simply that this sector in particular is growing significantly. Periods of market volatility also provide different opportunity sets, so to the extent that you see that, you could see additional growth. But the growth already has been significant, and all signs are pointing to that continuing.

Your next question comes from Ken Worthington with JPMorgan.

Hi, good morning. Maybe first to follow up on the evergreen question. It seems like we're seeing all the publicly traded alternative asset managers launching products focused on either retail or the high net worth. So maybe first, to what extent is Hamilton Lane running into competition among your distributors today? And then second, as you think about the evolution of bringing alternative products to the high net worth and retail, what are the factors that are key to successfully offering these products? How much of success here is going to be brand versus structure, versus asset class, or something else? And ultimately, how are these products going to distinguish themselves from each other over time?

Ken, it's Mario. Thanks. A couple of things. There is certainly competition across the distributor platforms, and it's from all sorts of areas. But I think one of the things that you have to distinguish is a lot of that competition today, as you noted, from the public companies GPs, is a single manager structure. I think that if you look at what people want, they want some single-manager structures, and they want some multi-manager structures, which is what we offer. So from that perspective, it is a distinguished product. It is not competing, if you will head-on with the managers you cited, and there's robust demand for that as you might imagine; people want diversified portfolios, and so they will put together different kinds of products in those portfolios. We look at that and say there is competition for shelf space. But if you have both the brand and the product, and have some distinguishing features, you're doing well. In terms of how that market develops, it's unlikely that it will develop any differently from how other markets have developed when you think about what matters in any investment area. Brand certainly matters, scale matters, and performance matters. As you look at these products over some period of time, they will begin to distinguish among those features just as it has in public equity and public debt. We don't think that it will be something unique in the private markets that something different will occur that has occurred in what we've seen in the development of other markets. Again, you have to develop that brand, you have to develop that performance, and you have to develop a structure that allows you to service that client base. That's both a technology and people issue of bringing that to bear in that market.

Great. Thank you. And just maybe quickly on incentive fees, Hamilton Lane generated about $60 million of incentive fees over the last four quarters in calendar '21. As we think about the next four quarters, I know it was Erik who said in his prepared remarks, you guys have no control over the timing and size, but you'll have a better view than we do. So how should we think about incentive income in what might be a more volatile 2022? How should we approach this?

Sure, Ken. It's Erik; I will take that. I think if you look historically at the data, as public markets are more volatile, particularly if they're volatile in the downward direction, you tend to see exits across the private markets slowing. Obviously, as exits flow, carried interest also slows. So I think there's no reason to expect that going forward, it will be different than what history has shown us. For us, we will be not unique to that, but I think I would point back to the sort of massive diversification set of where our carried comes from. So it's coming across different geographies, it's coming across tons of different industries, it's also coming across very different sizes of business, and it's coming across different parts of the capital structure. That makes us a little bit more muted to the market volatility, just because you're able to pick up exits in different market segments depending on what's happening. But again, I wouldn't expect the future to be different from what we've seen historically.

Your next question comes from Ryan Bailey with Goldman Sachs.

Good morning. I really appreciate the information on Slide 7 and all the call you've had. I'm just wondering, against what you're hearing in terms of demand for private equity and some of the relative excess returns there, has the recent public market volatility had any impact on conversations with investors? And then, is the denominator effect coming up at all in conversations?

Thanks, Ryan. It's still quite early, and the recent volatility has only been for a brief period. While people have inquired about it, their willingness or ability to commit hasn't changed, and the denominator effect isn't an issue at this time. There's a noticeable focus on how this might play out in a potentially higher interest rate and inflationary environment. Interestingly, the Future Fund of Australia announced either today or yesterday that they are reducing their commitments to public equity while increasing their commitments to less liquid, skill-based investments, which essentially refer to private markets. As returns in the public market become less straightforward, particularly for those with experience in private markets, there's a shift in focus there. While behavior hasn't changed over the past few weeks, developments like this can influence how investors consider private markets in the years to come.

Got it. Okay. And maybe if we can continue on that discussion. If you think about private credit and real assets in terms of mix, maybe three or five years from now, do you think that those will increase relative to where they are today, just given you also mentioned that the private equity industry may mature more as it benefits in the secondary market?

Yes. Just making guesses, but I would think that private credit and real assets will continue to grow. Will they outpace, as we've seen over the last few years, the growth in private equity? Hard to say. Private credit, even with rising rates, remains very attractive, and so I think you will continue to see a migration from public credit into private credit. That movement will continue. Real assets driven by things that people have talked about, I think will continue to grow. But again, in an environment where the public equity market is not doing as well as it has over the last few years, interest in private equity and in liquid equity will continue to increase. I would say there's a pretty favorable trend behind all three of those areas.

Your next question comes from Robert Lee with KBW.

Good morning, everyone. This is Alex Murray for Rob. Thank you for taking my question. Switching gears a little, would you be able to provide any updated guidance on expenses, as hopefully the post-COVID environment is emerging, or how we could think about expenses going forward?

Sure. Alex, it's Erik. I'm glad to address that. As Atul mentioned, we have been effective in managing compensation. A significant part of this success is linked to the strong culture we've developed. Winning "Best Places to Work" for ten consecutive years is no coincidence. We've built an excellent team and culture, which helps us retain employees without relying solely on financial incentives. Regarding expenses, we're seeing a gradual return to normalcy, but it's still ongoing. Travel and entertainment expenses remain lower than usual, and I think this trend will persist for a while. Some aspects of in-person interactions are returning slowly, and in different regions, travel habits have changed considerably. Although our teams are traveling, many clients are comfortable conducting business remotely. As such, we remain in a restrained expense environment, and I don't anticipate significant changes in the near future.

Great, thanks. If I can just ask one more regarding your customized separate accounts business, when you're seeing clients re-up or clients upsizing amounts, are you seeing mainly Net-Flows from new clients?

It's a combination. It really depends on the specific clients, their allocation targets, and their overall situation. There aren't really any trends we can identify that indicate a significant change in behavior compared to the past couple of years.

Your next question comes from Chris Kotowski with Oppenheimer.

Good morning, and thanks. I wanted to go back to the Evergreen funds; you were going a little quickly when you were going over how much of months you're raising and kind of want to get a better sense of the trajectory there. And then I wonder, can you also give us a sense of either by geography or by platform where the bulk of the funds are coming from and what the whitespace yet to be opened up is to get into the flow?

Sure, Chris; it's Erik, and I'm glad to address that. Over the past year, we've maintained a very steady pace, averaging around $100 million in net inflows each month. Even in January, our inflows remained consistent. The platform operates on two fronts: the U.S. and non-U.S. markets, with non-U.S. having a significant advantage since it was marketed a year before the U.S. Currently, the flows are still leaning towards non-U.S., but we see this as a reflection of market maturity rather than market size, as the product has simply had more time to develop compared to its U.S. counterpart. Furthermore, we're observing inflows from various regions, including Australasia and throughout Europe, indicating a diverse investor base. We believe there is extensive potential for growth. We're not limited to a couple of channels; we are directly reaching out to a range of wealth platforms and independent advisors. We are achieving these inflow levels through our in-house distribution team, focusing on various wealth channels across different geographies. This is very encouraging news, and as you mentioned, we see significant opportunities ahead.

Your next question comes from Finian O'Shea with Wells Fargo Securities.

Hi, everyone. Good morning. Are you able to provide color on the progress for the secondaries fund 6? And then on a higher level in GP-led secondaries, is that product line starting to stratify into subcategories like core, opportunistic, and so forth?

Finian, it's Erik. Thanks for the question. So I would say the first part of that is we just launched the product that's been publicly announced, but we intentionally, just because, again, it's just hit the market, there's no updates for us to share with investors at this point. On the GP-led component of that, we're not seeing a lot of stratification, and you're seeing GP-led deals across size of fund, size of transactions; you are seeing it across different industries and different geographies. But I think to date, it's still largely opportunistic, and fund managers like us are handling it that way.

There are no more questions at this time.

Great. Well, once again, thank you for your participation. We appreciate the attention. We appreciate the questions, and we wish everyone well. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.