Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Harrowgate Capital Management LLC ("HCM"), in its capacity as general partner of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), to provide antitrust counsel in connection with HPE Fund IV's proposed acquisition of 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark" or "RCA"). Th

II. Transaction Overview A. Parties to the Transaction Acquiring Person. The acquiring person for HSR Act purposes is Harrowgate Capital Management LLC ("HCM"), a Delaware limited liability company, in its capacity as the general partner and Ultimate Parent Entity ("UPE") of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership. HCM is headquartered at 1200 North Market Street, Suite

III. HSR Filing Requirements A. Applicability of the HSR Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a, and its implementing regulations at 16 C.F.R. Parts 801–803, require that parties to certain mergers, acquisitions, and transfers of assets or voting securities file premerger notification with the FTC and the Antitrust Division of the U.S. Department of Justice ("DOJ") a

IV. Competitive Overlap Analysis A. Overview of Harrowgate's Existing Portfolio — Dunmore Asset Management LLC Dunmore Asset Management LLC ("Dunmore") is an existing portfolio company of HPE Fund IV, acquired by the fund in the second quarter of 2023. Dunmore is a registered investment adviser with the SEC and is headquartered at 227 West Monroe Street, Suite 4100, Chicago, Illinois 60606. The firm is led by Frankli

V. Relevant Market Definition Considerations A. Product Market Market definition is a critical element of the antitrust analysis. The narrower the product market, the higher the combined market share of Dunmore and Ridgemark, and the greater the potential for FTC concern. Conversely, a broader market definition dilutes the combined share and reduces the significance of the competitive overlap. The narrowest plausible

VI. Assessment of Second Request Risk A. Factors Favoring a Second Request Several factors increase the probability that the FTC will issue a Second Request in connection with the proposed transaction: Combined market share under narrow market definition. As discussed in Section IV.C above, the combined share of Dunmore and Ridgemark in alternative credit SMAs for U.S. institutional clients is estimated at approximat

VII. Recommendation Regarding Early Termination Based on our assessment of the antitrust risks associated with the proposed transaction, we recommend that the parties not request early termination of the initial 30-day HSR waiting period. This recommendation is based on the following considerations: (a) signaling risk. Requesting early termination when identifiable competitive overlaps exist can signal to FTC staff t

VIII. Item 4(c) and 4(d) Document Considerations The HSR Notification and Report Form requires the production of certain categories of documents as part of the filing. Two categories of particular significance are: Item 4(c) documents are documents that were prepared by or for any officer or director of the filing person (or, in the case of unincorporated entities, equivalent individuals) for the purpose of evaluatin

IX. Potential Remedies and Mitigation Strategies A. If a Second Request Issues In the event that the FTC issues a Second Request, we recommend the following approach: Prompt engagement with FTC staff. We would seek to engage promptly with the FTC's Bureau of Competition, Mergers IV Division staff to discuss the transaction, understand the staff's competitive concerns, and explore opportunities to narrow the scope of

X. Impact on Transaction Timeline and MIPA Provisions The proposed transaction's MIPA includes a regulatory closing condition requiring HSR clearance — defined as expiration or early termination of the applicable waiting period under the HSR Act, or receipt of affirmative clearance from the FTC or DOJ, as applicable. Until this condition is satisfied, the transaction cannot be consummated. Under the expected timeline