Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to provide Harrowgate Capital Management LLC ("HCM") with a comprehensive estimate of the timeline, resources, and costs necessary to achieve substantial compliance with the Second Request issued by the Federal Trade Commission (the "FTC" or the "Commission") on July 16, 2024, in connection with the proposed acquisition by Harrowgate Private Equity Fu

II. Background and Procedural Posture A. Transaction Overview Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership managed by HCM in its capacity as general partner, proposes to acquire 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). As

III. Scope of the Second Request — Key Specifications The Second Request issued by the FTC is substantial in scope, as is typical for transactions in which the Commission identifies a meaningful competitive overlap. We summarize below the principal categories of the Second Request's specifications. A. Document Specifications The Second Request requires the production of all documents and communications relating to a

IV. Custodian Identification and Document Universe Estimate A. Proposed Custodian List Based on our review of the Second Request specifications, our understanding of the relevant organizational structures, and our preliminary assessment of which individuals are likely to possess responsive documents, we estimate that the FTC will require document production from approximately 12–15 individual custodians across three

V. Projected Compliance Timeline A. Phases of Compliance We propose to organize the compliance effort into six overlapping phases, as described below. The timeline estimates assume that full-scale collection commences the week of August 19, 2024 and that scope negotiations with FTC staff proceed on a parallel track without material delays. Phase 1 — Custodian Confirmation and Collection (Weeks 1–2) During the first t

VI. Cost Estimates A. Outside Counsel Fees — Calderwood & Harkness LLP

1. Fee Cap Status The engagement letter between Calderwood & Harkness LLP and Harrowgate Capital Management LLC, dated June 5, 2024, established a voluntary fee cap of $650,000 for all legal services rendered through initial clearance of the Transaction under the HSR Act. The fee cap was designed to cover the preparation and filing of the HSR Notification and Report Forms, the Item 4(c) and 4(d) document collection a

2. Fees Billed to Date Calderwood & Harkness's total fees billed through August 14, 2024 are approximately $487,000. This amount covers all legal services rendered from the commencement of the engagement through the present date, including the following: • Antitrust risk assessment and strategic counseling regarding the competitive implications of the Transaction; • Preparation and filing of the HSR Notification and

3. Estimated Second Request Compliance Fees We estimate that Calderwood & Harkness's fees for full Second Request compliance will range from $2.5 million to $3.8 million. This estimate encompasses the following categories of work: • Document review management and supervision: Oversight of the contract review team, including reviewer training, quality control, issue escalation, and review protocol development; • Inter

VII. Commercial Considerations and Updated Deal Economics While Calderwood & Harkness's engagement relates to antitrust counseling and Second Request compliance, and we are not rendering financial, valuation, or investment advice, we believe it is important to bring to HCM's attention certain material commercial developments that have emerged during the course of compliance preparation. These developments are relevan

VIII. Strategic Options and Recommendations In light of the foregoing analysis, HCM faces a decision with three principal strategic options. We summarize each option below, together with its advantages, risks, and estimated cost implications. A. Option 1 — Proceed with Full Compliance Under this option, HCM would authorize C&H to comm