Contract analysis

I. Purpose and Summary This memorandum documents the results of a comprehensive conflicts check conducted by the firm's General Counsel and Conflicts Department in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Harrowgate Capital Partners LLC ("HCP" or the "Client") to serve as fund formation counsel in connection with the formation and fundraise of Harrowgate Private Eq

II. Proposed Client and Affiliated Entities Screened The following entities and individuals associated with the client side of the proposed Engagement were entered into the C&H Conflicts System and screened against all current and former matters, parties, and personnel records of the Firm. A. Sponsor / Client Entities

1. Harrowgate Capital Partners LLC — A Delaware limited liability company serving as the Sponsor and investment manager of the Harrowgate family of private equity funds. Headquarters: 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803. HCP was founded in 2009 by Marcus J. Harrowgate and currently manages approximately $5.8 billion in aggregate assets under management across four predecessor private equity funds

2. Harrowgate Fund V GP LLC — A Delaware limited liability company to be formed in connection with the Engagement. This entity will serve as the General Partner of the Fund. Its sole member will be Harrowgate Capital Partners LLC. This entity does not yet exist and has no prior history in the Firm's records.

3. Harrowgate Private Equity Fund V LP — A Delaware limited partnership to be formed in connection with the Engagement. This entity constitutes the Fund and is the primary investment vehicle. The target fund size is $2,000,000,000 (two billion dollars). This entity does not yet exist and has no prior history in the Firm's records.

4. Harrowgate Fund V Parallel LP — A Delaware limited partnership to be formed in connection with the Engagement. This entity will serve as a parallel vehicle to the Fund, accommodating investors with particular structuring needs (e.g., regulatory, tax, or reporting requirements). This entity does not yet exist and has no prior history in the Firm's records.

5. Harrowgate Fund V Offshore SLP — A Cayman Islands exempted limited partnership to be formed in connection with the Engagement. This entity will serve as the offshore feeder vehicle for the Fund, accommodating non-U.S. investors, certain tax-exempt U.S. investors, and other investors for whom investment through a non-U.S. structure is preferable. This entity does not yet exist and has no prior history in the Firm's

6. HGF V blocker Corp. — A Delaware C corporation to be formed in connection with the Engagement. This entity will serve as a blocker corporation for tax-exempt investors (including pension plans, endowments, and foundations) and certain non-U.S. investors, intended to block the flow-through of unrelated business taxable income ("UBTI") and effectively connected income ("ECI"), as applicable. This entity does not yet

7. Harrowgate Private Equity Fund IV LP — A Delaware limited partnership; the predecessor fund to the Fund. Fund IV is a 2021 vintage fund with a total fund size of approximately $1,450,000,000. Fund IV is in its investment period and is managed by HCP. Fund IV was screened as a related entity of the Client.

8. Harrowgate Fund IV GP LLC — A Delaware limited liability company serving as the general partner of Harrowgate Private Equity Fund IV LP. This entity was screened as a related entity of the Client. B. Key Personnel of Harrowgate Capital Partners LLC The following individuals are the senior principals and key personnel of HCP. Each was separately screened through the C&H Conflicts System, including searches against

1. Marcus J. Harrowgate — Founder, Managing Partner, and Chief Investment Officer of HCP. Age 56. Mr. Harrowgate has approximately 28 years of private equity experience. Prior to founding HCP in 2009, Mr. Harrowgate served as a Managing Director at Alderton Partners, a middle-market private equity firm based in New York.

2. Diana R. Castellano — Partner and Co-Head of Investments at HCP. Age 47. Ms. Castellano has approximately 19 years of private equity and investment experience. She joined HCP in 2012 from Whitfield Capital Advisors, where she served as a Vice President in the firm's buyout group.

3. Jonathan P. Birch — Partner, Head of Operations, and Chief Financial Officer of HCP. Age 51. Mr. Birch is a certified public accountant. Prior to joining HCP, he served as CFO of Ashgrove Holdings, a diversified holding company.

4. Rachel M. Overton — Partner and Head of Investor Relations at HCP. Age 44. Prior to joining HCP, Ms. Overton was a Director at Grantley Institutional Partners, a placement agent firm.

5. Naveen S. Krishnamurthy — Principal at HCP. Age 38. Mr. Krishnamurthy is responsible for originating and executing investments in the technology sector.

6. Catherine E. Loomis — General Counsel and Chief Compliance Officer of HCP. Age 43. Ms. Loomis serves as the primary legal and compliance officer of HCP and will be the Firm's primary point of contact for the Engagement. Result for All Client Entities and Personnel: No current or prior adverse representations have been identified. Calderwood & Harkness LLP has not previously represented Harrowgate Capital Partners

III. Prospective Anchor Limited Partners and Counterparties Screened In addition to screening the client-side entities and personnel, the Conflicts Department screened all prospective anchor limited partners, third-party service providers, and other counterparties that have been identified to date in connection with the proposed fundraise. The following parties were entered into the C&H Conflicts System and screened

1. Northmoor State Pension System • Entity Type: State governmental pension plan • Headquarters: 400 Capitol Boulevard, Suite 1100, Northmoor City, Northmoor • AUM: Approximately $42 billion • Anticipated Commitment: $200,000,000 (anchor limited partner) • Key Contact: Helen T. Barrows, Director of Private Markets • Role in Transaction: Anchor limited partner; expected to negotiate a most-favored-nation side letter a

2. The Kingsbridge Endowment Fund • Entity Type: 501(c)(3) tax-exempt university endowment • Headquarters: 88 University Drive, Kingsbridge, Massachusetts 02140 • AUM: Approximately $18.5 billion • Anticipated Commitment: $100,000,000 • Key Contact: Dr. Philip W. Sheng, Chief Investment Officer • Role in Transaction: Limited partner; expected to invest through HGF V blocker Corp. to avoid UBTI Search Result: No curre

3. Edgecombe Insurance Group Ltd. • Entity Type: Bermuda-domiciled insurance holding company • Headquarters: 22 Front Street, Hamilton HM 11, Bermuda • General Account AUM: Approximately $27 billion • Anticipated Commitment: $150,000,000 • Key Contact: Alastair G. Dunmore, Head of Alternative Investments • Role in Transaction: Limited partner; insurance company investor subject to applicable state insurance investmen

4. Velthorn Family Office LLC • Entity Type: Delaware limited liability company (single-family office) • Headquarters: 750 Park Avenue, Suite 28A, New York, New York 10021 • AUM: Approximately $3.2 billion • Anticipated Commitment: $50,000,000 • Key Contact: Victoria R. Velthorn, Principal • Role in Transaction: Limited partner Search Result: No current engagement for or against Velthorn Family Office LLC. The C&H Co

5. Tidewater Sovereign Investment Authority • Entity Type: Sovereign wealth fund (foreign governmental investor) • Headquarters: P.O. Box 3340, Tidewater Financial Centre, Level 18, Al-Burj District • AUM: Approximately $180 billion • Anticipated Commitment: $175,000,000 (expected to invest via Harrowgate Fund V Offshore SLP) • Key Contact: Farid H. Al-Rashidi, Director of Global Private Equity • Role in Transaction:

6. Stonewall Partners Fund of Funds III LP • Entity Type: Delaware limited partnership (fund of funds) • Headquarters: 200 South LaSalle Street, Suite 3200, Chicago, Illinois 60604 • AUM: Approximately $6.5 billion • Anticipated Commitment: $75,000,000 • Key Contact: Bernard C. Molinaro, Managing Director • Role in Transaction: Limited partner; institutional fund-of-funds investor Search Result: No current engagement

7. Osprey Capital Markets LLC • Entity Type: Delaware limited liability company; SEC-registered broker-dealer; FINRA member • Headquarters: 599 Lexington Avenue, 35th Floor, New York, New York 10022 • Role in Transaction: Exclusive placement agent for the Fund; responsible for marketing and distribution of the Fund to prospective institutional investors in the United States and select international jurisdictions • Ke

8. Pinnacle Fund Services LLC • Entity Type: Delaware limited liability company • Headquarters: 100 Summer Street, Suite 2400, Boston, Massachusetts 02110 • Role in Transaction: Third-party fund administrator for the Fund; responsible for net asset value calculation, investor reporting, capital call and distribution processing, anti-money laundering / know-your-customer verification, and related back-office and middl

9. Caldwell, Fitch & Hartley LLP • Entity Type: Partnership (registered CPA firm) • Headquarters: 30 Rockefeller Plaza, Suite 4500, New York, New York 10112 • Role in Transaction: Independent auditor for the Fund and predecessor Harrowgate funds; responsible for annual financial statement audits and delivery of auditor's reports • Key Contact: Robert A. Fonseca, Audit Partner Search Result: No current engagement for

10. Ashford National Bank, N.A. • Entity Type: National banking association • Headquarters: 300 Vesey Street, New York, New York 10282 • Role in Transaction: Subscription credit facility provider for the Fund; indicative term sheet for a $500,000,000 revolving credit facility secured by the uncalled capital commitments of the Fund's limited partners • Key Contact: Lisa M. Osterberg, Managing Director, Fund Finance Se

IV. Counterparty / Investor-Side Counsel Screened In the course of a private fund formation and fundraise, the Firm will negotiate the LPA, side letters, and related documentation with counsel retained by prospective anchor limited partners. The following law firms have been identified as counsel to prospective anchor LPs in the Fund and were screened through the C&H Conflicts System to confirm that no conflicts of i

1. Aldworth & McBride LLP • Headquarters: 1 South Wacker Drive, Suite 4000, Chicago, Illinois 60606 • Client Represented: Northmoor State Pension System • Key Contact: Margaret S. Quinlan, Partner, Institutional Investor Practice • Role in Transaction: Lead investor-side counsel in the fundraise; responsible for negotiating side letter terms and LPA provisions on behalf of Northmoor State Pension System. Expected to

2. Pelham Chambers LLP • Headquarters: 125 High Street, Suite 800, Boston, Massachusetts 02110 • Client Represented: The Kingsbridge Endowment Fund • Key Contact: Andrew K. Leverett, Partner • Role in Transaction: Investor-side counsel representing The Kingsbridge Endowment Fund in negotiating LPA terms, side letter provisions, and blocker structure considerations. Search Result: No current engagement for or against

3. Ramsden Clarke International LLP • Headquarters: Level 14, Gate Village 4, DIFC, Dubai (with offices in New York and London) • Client Represented: Tidewater Sovereign Investment Authority • Key Contact: Tariq N. Haddad, Partner, Sovereign & Institutional Investments • Role in Transaction: Investor-side counsel representing Tidewater Sovereign Investment Authority in negotiating LPA terms, side letter provisions, o

V. Prior Relationships and Cross-References The Conflicts Department conducted the following additional inquiries and cross-reference searches to ensure a thorough and complete conflicts analysis: No Prior Attorney-Client Relationship. Calderwood & Harkness LLP has no prior attorney-client relationship with Harrowgate Capital Partners LLC or any of its affiliated entities, principals, funds, general partners, or pred

VI. Analysis of Potential Issues Although no conflicts of interest have been identified, the following analysis addresses the categories of potential conflict issues that are customarily considered in connection with a private fund formation engagement of this nature. Dual Representation / Multiple-Client Issues. Calderwood & Harkness LLP will represent only Harrowgate Capital Partners LLC and the Fund entities (i.e.

VII. Conclusion and Clearance Conclusion. Based on the comprehensive search conducted on March 31 and April 1, 2025, including the screening of all client entities, client personnel, prospective anchor limited partners, third-party service providers, counterparty counsel, and prior employer cross-references as described in this memorandum, no conflicts of interest have been identified that would preclude Calderwood &

VIII. Approval and Clearance The undersigned hereby confirm that this conflicts check memorandum has been reviewed and that the proposed Engagement is approved to proceed. Responsible Partner Approval: CALDERWOOD & HARKNESS LLP By: ________ Name: Graham Sutherland Title: Responsible Partner, Funds & Asset Management (Wilmington Office) Date: ________ General Counsel / Conflicts Committee Approval: CALDERWOOD & HARKNE