Contract analysis

I. Description of the Transaction HPE Fund IV proposes to acquire one hundred percent (100%) of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark" or "RCA"), a Delaware limited liability company and SEC-registered investment adviser (CRD No. 298174), headquartered at 600 Boylston Street, Suite 3200, Boston, Massachusetts 02116. Ridgemark is a registered investment adviser that provid

II. Size-of-Transaction and Filing Fee The aggregate total value of the transaction is $370,000,000, which exceeds the applicable notification threshold of $119.5 million as adjusted for fiscal year 2024 pursuant to Section 7A(a)(2) of the Clayton Act, 15 U.S.C. § 18a(a)(2), and 16 C.F.R. § 801.1(h). Accordingly, the proposed acquisition meets the size-of-transaction test for reportability under the HSR Act. The size

III. NAICS Codes The Acquired Person operates principally in the following North American Industry Classification System ("NAICS") codes: • 523920 — Portfolio Management • 523910 — Miscellaneous Intermediation These codes reflect Ridgemark's primary business activities, which consist of discretionary and non-discretionary portfolio management services and related investment advisory intermediation services provided t

IV. Items Enclosed and Transmitted The following materials are enclosed and transmitted herewith in connection with this filing: Enclosure 1 — HSR Notification and Report Form. The original Notification and Report Form for the Acquiring Person (Harrowgate Capital Management LLC, as Ultimate Parent Entity), with all required items completed in accordance with the instructions to the HSR Form and the Rules. The HSR For

V. Acquired Person's Filing Please note that the Acquired Person, Ridgemark Capital Advisors, LLC, is simultaneously filing its own Notification and Report Form with the Premerger Notification Office of the Federal Trade Commission and the Premerger Notification Office of the Antitrust Division of the U.S. Department of Justice. The Acquired Person is represented by Blackwell, Oakes & Hardin LLP. Correspondence regar

VI. Early Termination The Acquiring Person respectfully advises that it is not requesting early termination of the statutory waiting period in connection with this filing.

VII. Designation of Counsel for Correspondence Calderwood & Harkness LLP is authorized to receive all correspondence, requests for additional information or documentary material (including any request issued pursuant to 15 U.S.C. § 18a(e)), and all other communications from the Federal Trade Commission and the Department of Justice on behalf of the Acquiring Person in connection with this filing. All such communicati

VIII. Waiting Period The Acquiring Person notes that the initial thirty (30)-day waiting period under 15 U.S.C. § 18a(b)(1)(B) will commence upon the filing of this Notification and Report Form and is expected to expire at 11:59 p.m. Eastern Time on July 18, 2024, which is thirty (30) calendar days following the date of filing. The Acquiring Person understands that the transaction may not be consummated prior to the

1. HSR Notification and Report Form (Acquiring Person — Harrowgate Capital Management LLC)

2. Executed Certification (pursuant to 16 C.F.R. § 803.5)

3. Exhibit A — Wire Transfer Confirmation ($160,000 filing fee)

4. Item 4(c) and 4(d) Document Production

5. Membership Interest Purchase Agreement (dated June 4, 2024) cc: Gavin Trask, Managing Partner & Chairman, Harrowgate Capital Management LLC Diane Ochoa, Partner, Head of Financial Services Investments, Harrowgate Capital Management LLC Elaine Forsythe, Billing Partner, Calderwood & Harkness LLP Elliot Nguyen, Lead Associate, Calderwood & Harkness LLP Aaron Liu, Associate, Calderwood & Harkness LLP