Contract analysis

From: Theresa Kim <tkim@calderwoodharkness.com> To: "Catherine E. Loomis" <cloomis@harrowgatecapital.com> Cc: Graham Sutherland <gsutherland@calderwoodharkness.com> Date: Thu, 01 May 2025 04:47:00 -0000 Subject: Harrowgate Private Equity Fund V LP — Initial Draft PPM for Review

Please find attached the initial draft of the Confidential Private Placement Memorandum for Harrowgate Private Equity Fund V LP (the "Fund"), prepared by Calderwood & Harkness LLP in consultation with Graham Sutherland and Stephen Adler, and with input from Sylvia Hartwell on the tax disclosure sections. This draft is being circulated for Harrowgate Capital Partners LLC's internal review and comment prior to distribu

By way of overview, the draft PPM covers the following principal topics:

- **Description of the Fund:** Harrowgate Private Equity Fund V LP, a Delaware limited partnership, with a target fund size of $2.0 billion (hard cap). - **Investment Strategy:** North American mid-market and upper-mid-market buyouts in industrials, business services, healthcare services, and technology-enabled services, with equity checks of $75 million to $250 million. - **Key Economic Terms:** Management fee of 1.

**Areas Requiring Client Input / Open Items**

I have flagged the following areas where we need your review and input. These are also marked in the draft with bracketed comments.

1. **Predecessor Fund Performance Data Verification.** The draft includes performance tables for HPE Funds I through IV as of December 31, 2024, as follows:

- Fund I (2012 vintage, $480M): 21.3% Net IRR, 2.1x TVPI, 2.0x DPI — fully realized - Fund II (2015 vintage, $780M): 19.7% Net IRR, 1.9x TVPI, 1.7x DPI — substantially realized - Fund III (2018 vintage, $1.05B): 22.1% Net IRR, 1.8x TVPI, 1.1x DPI — harvesting - Fund IV (2021 vintage, $1.45B): 18.2% Net IRR, 1.4x TVPI, 0.3x DPI — harvesting, approximately 82% deployed

We would ask that Jonathan Birch and the finance team verify all performance figures—including IRR, TVPI, DPI, and deployment percentages—and confirm they are consistent with audited data from Caldwell, Fitch & Hartley LLP. The draft also states total AUM across Funds I–IV of approximately $5.8 billion; please confirm this figure as well. Additionally, please let us know whether any performance figures have been upda

2. **Updated Team Biographies.** The draft includes biographies for Marcus J. Harrowgate (Founder, Managing Partner & CIO), Diana R. Castellano (Partner, Co-Head of Investments), Jonathan P. Birch (Partner, Head of Operations & CFO), Rachel M. Overton (Partner, Head of Investor Relations), and Naveen S. Krishnamurthy (Principal). We would appreciate updated biographies from each professional, and would ask that you c

3. **Osprey Capital Markets LLC — Placement Agent Disclosure.** The PPM discloses that Osprey Capital Markets LLC, an SEC-registered broker-dealer and FINRA member, has been engaged as the exclusive placement agent for HPE Fund V, with a placement agent fee of 1.25% of committed capital placed by Osprey, payable by the Sponsor (not the Fund), under a placement agreement effective January 15, 2025. Please confirm the

4. **Risk Factor Review.** The draft includes customary risk factors for a private equity buyout fund, covering market risk, illiquidity, leverage, concentration, reliance on key persons, regulatory changes, tax law changes, and cybersecurity, among others. We would ask that you, Marcus, and the investment team review the risk factors for completeness and accuracy, with particular attention to any fund-specific or st

5. **Track Record Presentation.** The current presentation follows industry conventions. We would ask the team to review the methodology disclosures (gross vs. net returns, fee and expense assumptions, and valuation methodology for unrealized investments) and let us know whether you prefer any additional presentation format or supplemental data, such as case studies or attribution analysis. We would note that such su

6. **Additional Items Flagged.** We have included the following details in the draft and ask that you confirm accuracy and consistency with your internal decisions:

- **HCP SEC Registration:** SEC File No. 801-79223 and CRD No. 298417 are included. Please verify current registration status. - **Investment Period and Fund Term:** Investment Period of 5 years from Final Close; Fund term of 10 years from Final Close with two 1-year GP extensions and one additional 1-year extension with LPAC approval. Please confirm these reflect final internal decisions. - **Organizational Expenses

We would appreciate receiving client comments by approximately **May 16, 2025**, which will allow sufficient time for revisions before the target distribution date of June 2, 2025. I would also like to suggest scheduling a call with you, Rachel, and Jonathan during the week of May 5 to discuss any questions arising from the draft. Graham will lead the call and can address any policy-level questions about the disclosu

As noted above, the LPA initial draft is being prepared by Stephen on a parallel track, with circulation targeted for May 9. The PPM terms summary must be consistent with the final LPA, so the two documents will be cross-checked before distribution. Once your comments on this draft are incorporated, we will circulate a revised draft with a redline against this version.

Please do not hesitate to reach out to me, Graham, or Stephen with any questions in the meantime. We look forward to your feedback.

Theresa Kim Calderwood & Harkness LLP 620 Eighth Avenue, 42nd Floor New York, NY 10018 Direct: (212) 448-6731 Email: tkim@calderwoodharkness.com Matter No. 1003-00002

*CONFIDENTIALITY NOTICE: This email and any attachments are intended solely for the use of the individual or entity to whom it is addressed and may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including attorney-client privilege and attorney work product doctrine. If you are not the intended recipient, you are hereby notified that any dissemination, distributi

*The attached draft Private Placement Memorandum is marked "DRAFT — PRIVILEGED & CONFIDENTIAL — FOR DISCUSSION PURPOSES ONLY" and should not be distributed externally at this stage.*