Contract analysis

I. Purpose and Background This memorandum has been prepared to equip the Calderwood & Harkness LLP team and client representatives for the in-person meeting with staff of the Federal Trade Commission ("FTC"), Bureau of Competition, Mergers IV Division, currently scheduled for Monday, July 22, 2024, at the FTC's offices in Washington, D.C. The purpose of this memorandum is to consolidate the factual background, identi

1. Understand the FTC staff's competitive concerns. We anticipate that the staff's primary focus will be on horizontal overlap in the alternative credit separately managed account ("SMA") space, but we need to confirm whether there are additional theories of harm, including any vertical or conglomerate concerns.

2. Present arguments for a broader market definition. Our strongest substantive argument is that the FTC staff's apparent market definition is artificially narrow, and that under an appropriately defined relevant product and geographic market, the combined entity's market share is de minimis.

3. Negotiate reasonable limitations on the scope of the Second Request. Full compliance with the Second Request as drafted would impose significant costs and delays. We should seek to narrow the custodian list, date range, and specification scope to focus the inquiry on the areas of genuine competitive concern.

4. Gauge the staff's receptiveness to potential remedies. While we will not affirmatively propose a remedy at this meeting, we should be prepared to discuss a potential behavioral remedy framework if the staff signals that some form of commitment is necessary to obtain clearance without further proceedings.

II. Proposed Attendee List The following individuals are proposed to attend the July 22, 2024 meeting with FTC staff. The attendee list has been carefully curated to ensure that we present knowledgeable representatives who can address the FTC staff's likely questions while minimizing the exposure of senior deal team members to direct regulatory questioning at this preliminary stage. A. Calderwood & Harkness LLP (Coun

III. Summary of FTC's Identified Competitive Concerns Based on the specifications contained in the Second Request, the preliminary voluntary access letter dated July 8, 2024, and informal communications between Calderwood & Harkness and FTC Mergers IV staff, we have identified the following competitive concerns that are likely to be the focus of the July 22 meeting. A. Horizontal Overlap — Alternative Credit Separate

IV. Talking Point A: Distinct Competitive Characteristics of Dunmore vs. Ridgemark Alternative Credit Strategies One of the central arguments we will present at the July 22 meeting is that Dunmore Asset Management LLC and Ridgemark Capital Advisors, LLC, while both active in the broad category of "alternative credit," operate fundamentally different investment strategies that serve different client segments, involve

V. Talking Point B: Arguments for a Broader Relevant Market Definition Even setting aside the qualitative distinctions between Dunmore's and Ridgemark's alternative credit strategies, the FTC staff's apparent market definition — "alternative credit SMAs for U.S. institutional clients" — is artificially narrow and fails to account for the competitive realities of the institutional asset management industry. This secti

VI. Talking Point C: Proposed Limitations on Second Request Scope Full compliance with the Second Request as currently drafted would impose substantial costs and operational disruption on both the Acquiring Person and the Acquired Person. Based on our review of the Second Request specifications, we estimate that full compliance without scope limitations would require production of documents from over twenty custodian

VII. Talking Point D: Potential Behavioral Remedy Framework A. Preliminary Assessment Calderwood & Harkness's primary objective at the July 22 meeting is to persuade FTC staff that no remedy of any kind — structural or behavioral — is warranted in connection with the proposed transaction. Our arguments regarding the distinct competitive characteristics of Dunmore and Ridgemark (Section IV above) and the appropriatene

VIII. Meeting Logistics A. Date, Time, and Location The meeting is scheduled as follows: • Date: Monday, July 22, 2024 • Time: 10:00 AM Eastern Time (to be confirmed with the FTC staff assistant; Elliot Nguyen to contact the Bureau of Competition, Mergers IV Division point of contact no later than close of business on Friday, July 19, 2024 to confirm the exact time and obtain a room assignment) • Location: Federal Tr

IX. Post-Meeting Action Items and Next Steps The following action items should be executed promptly following the July 22, 2024 meeting:

1. Post-Meeting Debrief and Memorandum. Immediately following the meeting, all attendees should convene to debrief and discuss key takeaways, FTC staff positions and reactions, any commitments made or next steps agreed upon, and an assessment of the staff's overall posture toward the transaction. Aaron Liu will prepare a privileged post-meeting memorandum memorializing the substance of the meeting for the matter file

2. Second Request Compliance Plan. Based on FTC staff feedback regarding our proposed scope limitations, Calderwood & Harkness will refine the Second Request compliance plan, including a revised custodian list, document collection protocols, search term methodology, and estimated timeline for substantial compliance certification.

3. Scope Limitation Letter. If FTC staff is receptive to the proposed scope limitations discussed at the meeting, Elliot Nguyen will prepare a formal proposed scope limitation letter for FTC staff review and comment. This letter should be submitted to the FTC staff within one week of the meeting (i.e., by July 29, 2024) to maintain momentum and demonstrate the parties' good-faith commitment to efficient compliance.

4. Escalation to Harrowgate Investment Committee. If FTC staff signals during the meeting that competitive concerns are serious and unlikely to be resolved through argument alone — for example, if the staff explicitly rejects our broader market definition or indicates that a remedy will be required — the matter should be escalated to the Harrowgate Investment Committee for discussion of commercial implications. The n

5. Ridgemark Q2 2024 Financial Performance. Monitor Ridgemark's Q2 2024 financial performance, which is expected to be reported in late July or early August 2024. Preliminary indications from Ridgemark management suggest declining performance fee revenue in Q2 2024 relative to prior quarters, potentially reflecting challenging conditions in the distressed credit market. If confirmed, this decline may affect the comme

6. Ongoing FTC Communications. Following the meeting, Howard Bellamy or Elliot Nguyen should maintain regular contact with the assigned FTC Mergers IV staff attorney to ensure that the review proceeds on a reasonable timeline and to address any additional requests or questions that arise during the investigation.

X. Privileged Communication Notice This memorandum constitutes privileged and confidential attorney-client communication and attorney work product prepared in anticipation of litigation and regulatory proceedings. It reflects the legal analysis, mental impressions, and strategic assessments of counsel and is protected from disclosure under the attorney-client privilege, the work product doctrine, and all other applic