Contract analysis

I. Purpose and Overview This memorandum provides detailed instructions for identifying, collecting, and reviewing documents responsive to Items 4(c) and 4(d) of the Hart-Scott-Rodino Notification and Report Form (the "HSR Form") in connection with the proposed acquisition by Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV") of 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Rid

II. Legal Framework — Items 4(c) and 4(d) This section summarizes the legal requirements applicable to Items 4(c) and 4(d) of the HSR Form. A full text of the relevant HSR Form instructions, with annotations specific to this transaction, is attached as Appendix A. All custodians and responsible parties should review this section carefully to understand the types of documents that must be collected. A. Item 4(c): Comp

III. Scope of Collection — Entities and Rationale The document collection must cover all entities within the "person" of the Acquiring Person (with HCM as UPE) and all third-party advisors that have prepared materials for the filing person in connection with the Ridgemark acquisition. The following entities and the rationale for their inclusion in the collection scope are set forth below. A. Harrowgate Capital Manage

IV. Identified Custodians The following individuals have been identified as key custodians whose files — including email accounts, electronic documents stored on shared drives or document management systems, and hard-copy files — should be searched for responsive documents. The identification of these custodians is based on their roles in the transaction and the likelihood that they possess or have received documents

V. Types of Documents to Collect This section provides detailed guidance on the categories of documents that should be collected, as well as the categories of documents that are generally not responsive and need not be included in the collection. A. Categories of Potentially Responsive Documents The following categories of documents should be collected from the custodians identified in Section IV:

1. Investment Committee Memoranda and Presentations. Any investment committee memorandum ("IC Memo") or presentation deck prepared for the HCM Investment Committee analyzing the strategic rationale for acquiring Ridgemark, including any discussion of Ridgemark's competitive position, market share, or expected synergies with Dunmore. This includes preliminary investment committee materials, final IC Memos, follow-up m

2. Board and Partner Meeting Materials. Presentations, memoranda, or minutes from HCM board meetings, partnership meetings, or advisory committee meetings at which the Ridgemark acquisition was discussed, to the extent those materials address market positioning, competitive landscape, market share, or growth potential. This includes formal board resolutions and any accompanying discussion materials.

3. Internal Emails and Correspondence. Emails among custodians, or between custodians and external advisors (including Greycastle, Cairnstone, and Ridgemark management), that discuss markets, market shares, competition, competitors, or sales growth potential in connection with the Ridgemark acquisition. Email attachments should be included with the parent email. Custodians should search their email accounts using rel

4. Due Diligence Reports and Summaries. Any internal HCM or HPE Fund IV summaries of due diligence findings that address Ridgemark's competitive position in the SMA market, alternative credit market, private credit market, structured credit market, distressed debt market, or sub-advisory services market. This includes due diligence workstream summaries, management meeting notes, competitive intelligence summaries, an

5. Financial Models and Valuation Analyses. Financial models and valuation analyses are responsive to the extent they contain market share data, competitive benchmarking, or growth projections that reference market expansion or competitive positioning. Purely financial models that contain only revenue, cost, and cash-flow projections without reference to markets, competition, or market share are generally not respons

6. Confidential Information Memoranda (CIMs). Any CIM prepared by Greycastle for distribution to potential acquirers, or any CIM prepared by Cairnstone on behalf of Ridgemark and received by HCM or HPE Fund IV during the sale process, to the extent those CIMs discuss Ridgemark's market position, competitive dynamics, market share, or growth opportunities. CIMs are among the most commonly produced documents under Item

7. Pitch Books and Market Overviews. Presentations prepared by Greycastle for HCM that analyze the asset management landscape, the competitive positioning of Ridgemark within that landscape, comparable transactions in the asset management and financial advisory sectors, or market sizing for alternative credit SMAs, sub-advisory services, or related product categories.

8. Consultant Reports. Any reports prepared by third-party consultants (other than legal counsel) analyzing the competitive effects of the proposed transaction, including market studies, industry reports, or competitive assessments commissioned by HCM or HPE Fund IV in connection with the evaluation of the Ridgemark opportunity.

9. Correspondence with Ridgemark Management. To the extent communications with Jonathan Kessler (CEO of Ridgemark) or Priya Narayanan (COO of Ridgemark) discuss market dynamics, competitive positioning, growth strategies, or competitive advantages relative to other market participants, and those communications were shared with or directed to HCM officers or directors, they are responsive. This includes emails, letter

VI. Document Review Protocol A. Initial Collection and Centralization All custodians identified in Section IV should be formally notified by Marcus Hale no later than June 8, 2024 of the obligation to preserve and collect potentially responsive documents. This notification should take the form of a written communication (email is acceptable) that identifies the custodian, describes the types of documents to be collec

VII. Coordination with Greycastle Partners LLC Marcus Hale or Diane Ochoa should contact Mitchell Avery at Greycastle Partners LLC as soon as practicable to request copies of all deliverables prepared by Greycastle in connection with the Ridgemark acquisition. Specifically, the following categories of materials should be requested: (a) Pitch book(s) and market overview presentation(s) prepared by Greycastle for HCM o

VIII. Coordination with Dunmore Asset Management LLC Marcus Hale or Diane Ochoa should contact Franklin Broussard, CEO of Dunmore Asset Management LLC, as soon as practicable to determine whether any documents were prepared by or for Dunmore management analyzing the proposed Ridgemark acquisition. Specifically, Mr. Broussard should be asked whether any of the following types of documents exist: (a) Analyses of compet

IX. Key Sensitivities and Areas of Focus This section highlights the substantive areas of the transaction that present the greatest antitrust sensitivity and that are most likely to attract scrutiny from FTC staff. Custodians and reviewers should pay particular attention to documents that discuss these topics. A. Competitive Overlap — Alternative Credit SMAs The most significant antitrust sensitivity in this transact

X. Timeline Summary The following table summarizes the key dates, action items, and responsible parties for the Item 4 document collection process: Adherence to these deadlines is essential. If any custodian or third party is unable to meet the applicable deadline, Marcus Hale should notify C&H immediately so that we can assess the impact on the filing timeline and determine whether alternative arrangements are neces

XI. Contact Information For questions regarding the scope of Items 4(c) and 4(d), document responsiveness, privilege issues, or any other aspect of the document collection and review process described in this memorandum, please contact: Elliot Nguyen Lead Associate — Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct: (212) 558-7421 Email: elliot.nguyen@calderwoodh

XII. Appendix A — Summary of Item 4(c) and 4(d) Requirements The following is a close paraphrase of the HSR Form Item 4(c) and 4(d) instructions as published by the FTC/DOJ Premerger Notification Office, with annotations highlighting the specific elements relevant to this transaction. Item 4(c) HSR Form Instruction (paraphrased): "Submit all documents that were prepared by or for any officer(s) or director(s) of the

XIII. Appendix B — Custodian Contact Information The following table provides contact information for all identified custodians. Marcus Hale should verify that all contact information is current and provide any missing information to C&H by June 8, 2024. Note: The contact information listed above should be confirmed by Marcus Hale prior to custodian outreach. If any custodian's contact information has changed or if a