Contract analysis

1. Acquired Person's Form. The Acquired Person's HSR Form is being prepared separately by Blackwell, Oakes & Hardin LLP, counsel to Ridgemark Capital Advisors, LLC and the selling members. We have been in contact with Jessica Whitford at Blackwell, Oakes & Hardin and both forms are expected to be filed simultaneously on June 18, 2024. No action is required by HCM with respect to the Acquired Person's filing.

2. Bracketed Items. Throughout the enclosed draft, we have flagged certain data points with brackets (e.g., "[to be confirmed by client]"). These items require your confirmation or supplementation before the form can be finalized. A summary of all bracketed items is included in the drafting notes at the conclusion of this document. We ask that you prioritize these items in your review.

3. Item 4(c) and 4(d) Documents. As set forth in our separate Document Collection Memorandum dated June 7, 2024, the Item 4(c) and 4(d) documents must be finalized and assembled for production concurrent with the filing of the HSR Form. We understand that the document collection process is substantially complete, but we request your confirmation that all responsive documents from the custodians identified in the memo

4. Revenue Data. We require confirmation of certain revenue figures for Dunmore Asset Management LLC and other HCM-controlled entities, which we understand will be derived from the Pallister & Greaves Bramwell CPAs LLP audited financial statements and internal management reports. Please coordinate with your finance team to provide these figures at your earliest convenience.

5. Filing Fee. The filing fee of $160,000 will need to be remitted by wire transfer to accompany the filing. We will provide wire instructions separately. Please do not hesitate to contact either of us with any questions. Very truly yours, Elliot Nguyen Lead Associate, Antitrust & Competition Group Calderwood & Harkness LLP Telephone: (212) 558-4217 Email: nguyen@calderwoodharkness.com Aaron Liu Working Associate, An

1. Separately Managed Accounts (SMAs) for Institutional Investors. Ridgemark manages customized investment portfolios on behalf of institutional clients, including public and private pension plans, endowments, foundations, and insurance companies. SMA mandates represent the largest component of Ridgemark's AUM and revenue.

2. Alternative Credit Strategies. Ridgemark's investment strategies focus on alternative credit, encompassing private credit (direct lending, mezzanine financing), structured credit (CLOs, asset-backed securities), and distressed debt. These strategies are offered primarily through SMA mandates but also through a limited number of commingled fund vehicles.

3. Sub-Advisory Services for Mutual Fund Complexes. Ridgemark serves as a sub-adviser to certain mutual fund complexes, providing investment management services for alternative credit-focused mutual fund products. Sub-advisory revenue is a smaller component of Ridgemark's total revenue and may be classified under NAICS 523910 (Miscellaneous Intermediation) to the extent it involves intermediation services that are di

1. Investment Committee Memoranda and Presentations. Memoranda and presentations prepared by the Harrowgate deal team (and, in certain instances, with input from Dunmore management) for submission to the HCM Investment Committee in connection with the evaluation and approval of the proposed acquisition of Ridgemark. These materials contain analyses of competitive dynamics, market positioning, and strategic rationale

2. Competitive Landscape Analyses. Analyses prepared by the Harrowgate deal team evaluating the competitive landscape for alternative credit SMA mandates and sub-advisory services, including identification of principal competitors, market participants, and competitive positioning of Ridgemark relative to Dunmore and other market participants.

3. Market Share Analyses. Analyses estimating market shares for alternative credit strategies and SMA markets, including data derived from publicly available sources (e.g., Ostrander Management Consulting, Adriatic Software, Tidewater Health IT) and internal estimates.

4. Financial Models and Projections. Financial models and projections for Ridgemark prepared by the Harrowgate deal team, to the extent such models contain analyses of market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets.

5. Board Presentations. Presentations prepared for the HCM Advisory Board or similar governing body regarding the acquisition rationale and competitive dynamics.

6. Greycastle Partners LLC Materials. Materials prepared by Greycastle Partners LLC (Harrowgate's financial advisor) in connection with the proposed acquisition, including the confidential information memorandum, financial projections, and comparable transactions analysis, to the extent such materials contain analyses of market shares, competition, competitors, markets, potential for sales growth, or expansion into p

1. Greycastle Partners LLC Confidential Information Memorandum. The confidential information memorandum prepared by Greycastle Partners LLC regarding Ridgemark Capital Advisors, LLC in connection with the sale process. This document was prepared on behalf of Ridgemark and its selling members and was provided to HPE Fund IV and other prospective buyers during the marketing phase of the transaction.

2. Cairnstone Advisory Group LLC Materials. Materials prepared by Cairnstone Advisory Group LLC, Ridgemark's financial advisor, that were received by Harrowgate during the due diligence process, to the extent such materials constitute 4(d) documents that are in the Acquiring Person's possession.

3. Management Presentations. Presentations prepared by Ridgemark management for prospective buyers during the sale process, including any management presentation delivered to the Harrowgate deal team. A complete log of all Item 4(d) documents identified to date is set forth in Appendix D to this Notification and Report Form. Total Number of Item 4(d) Documents: [To be finalized — preliminary count is in the range of

1. Separately Managed Accounts (SMAs) — Alternative Credit Strategies Dunmore manages approximately $2.1 billion in alternative credit SMAs for U.S. institutional clients, including pension funds, endowments, foundations, and insurance companies. Dunmore's alternative credit SMA strategies encompass private credit (direct lending, mezzanine financing), structured credit (CLOs, asset-backed securities, commercial mort

2. Sub-Advisory Services for Alternative Credit Mutual Funds Both Dunmore and Ridgemark provide sub-advisory services to mutual fund complexes in the alternative credit space, managing portfolios of private credit, structured credit, and distressed debt securities on behalf of mutual fund sponsors. Sub-advisory services represent a smaller component of each firm's total AUM and revenue. Market Share Analysis: The fil

1. Acquisition of Dunmore Asset Management LLC (2023). HPE Fund IV acquired 100% of the outstanding membership interests of Dunmore Asset Management LLC, an SEC-registered investment adviser specializing in alternative credit strategies, in 2023. The acquisition of Dunmore was reported on a Notification and Report Form filed with the FTC and DOJ, and the waiting period expired without any request for additional infor

1. Membership Interest Purchase Agreement (MIPA), dated as of June 4, 2024, by and among Harrowgate Private Equity Fund IV, L.P. (as Buyer), Ridgemark Capital Advisors, LLC (as the Company), Jonathan Kessler, Priya Narayanan, and other employee partners (as Sellers), and Thornfield Growth Partners, LLC (as Selling Sponsor).

2. Commitment Letter, dated as of June 3, 2024, from Meridian National Bank, N.A. to Harrowgate Private Equity Fund IV, L.P., providing for a $280 million senior secured credit facility (consisting of a $230 million term loan and a $50 million revolving credit facility) to finance the proposed acquisition.

3. Rollover Agreement — Jonathan Kessler, to be executed at closing, pursuant to which Mr. Kessler will contribute a portion of his acquisition proceeds to the post-closing holding entity in exchange for approximately 10% of the equity interests of the post-closing holding entity.

4. Rollover Agreement — Priya Narayanan, to be executed at closing, pursuant to which Ms. Narayanan will contribute a portion of her acquisition proceeds to the post-closing holding entity in exchange for approximately 10% of the equity interests of the post-closing holding entity. 5. [Client to confirm whether any of the following ancillary agreements have been executed or are contemplated, and if so, to provide cop

1. Ridgemark's revenue is derived substantially entirely from portfolio management activities classified under NAICS 523920. To the extent that sub-advisory services for mutual fund complexes constitute intermediation activities separately classifiable under NAICS 523910, the sub-advisory revenue component will be broken out in the final version of this Appendix. Based on available information, the filing person esti

2. Revenue figures are presented on a trailing twelve-month basis as of March 31, 2024, which the filing person believes is the most current and accurate measure of Ridgemark's revenue. Ridgemark's audited financial statements for fiscal year 2023 (prepared by Ashfield, Stroval & Co. LLP) and internal management reports for Q1 2024 are the sources for these figures. Appendix D — Item 4(c) and 4(d) Document Log The fo

1. IRS Employer Identification Numbers for HCM, HPE Fund IV, and Ridgemark (Items 1(a), 1(b), 1(c))

2. CRD Number for Dunmore Asset Management LLC (Item 3(c))

3. Annual net sales and total assets for HCM (entity level, FY 2023) (Item 3(a))

4. Revenue figures for Dunmore Asset Management LLC and other HCM-controlled entities by NAICS code (Items 3(d), Appendix B)

5. Confirmation of whether any other HCM-controlled portfolio companies operate in NAICS 523920 or 523910 (Item 3(c))

6. Sub-advisory revenue breakout for Ridgemark under NAICS 523910 (Items 4(b), Appendix C)

7. Final count and Bates ranges for Item 4(c) and 4(d) documents (Items 4(c), 4(d), Appendix D)

8. Confirmation of completeness of custodian searches for Item 4(c) and 4(d) documents

9. Confirmation of any additional acquisitions by HCM-controlled entities in relevant NAICS codes during the preceding five years (Item 6(a))

10. Confirmation of ancillary agreements (employment agreements, non-competition agreements, transition services agreements, etc.) (Item 6(b))

11. Confirmation of any other pending HSR-reportable transactions (Item 6(c))

12. Confirmation of any minority holdings in companies operating in NAICS 523920 or 523910 (Appendix E)

13. Removal of internal strategy notes in Item 5(c) prior to filing Final version to be executed by Gavin Trask (or his designee) and filed with the FTC and DOJ on June 18, 2024. C&H Matter Number: | 1003-00001 Draft Date: | June 15, 2024 Target Filing Date: | June 18, 2024 Status: | DRAFT — For Client Review and Comment Full Legal Name: | Harrowgate Capital Management LLC Headquarters Address: | 1200 North Market St