Contract analysis

1. Purpose and Executive Summary This memorandum sets forth the recommended staffing assignments, projected hours by workstream, and estimated budget for the fund formation engagement opened on April 2, 2025, under Matter No. 1003-00002. The memorandum is intended to facilitate your review and approval of the proposed team composition, workstream allocation, and fee projections before we communicate assignments to th

2. Engagement Team — Roles and Billing Rates The proposed engagement team consists of three partners and two associates, drawn from our Funds & Asset Management and Tax practices in the New York and Wilmington offices. The team has been selected to provide comprehensive coverage across all fund formation workstreams while maintaining continuity of the client relationship established during the formation of HPE Fund I

3. Workstream Breakdown and Estimated Hours This section provides a detailed breakdown of each workstream comprising the engagement, including a description of the scope of work, key substantive issues, and estimated hours by timekeeper. The workstreams are organized to correspond to the principal deliverables under the engagement letter. Hours estimates are based on our experience with comparable fund formation enga

1. Northmoor State Pension System — Commitment: $200,000,000. Counsel: Aldworth & McBride LLP (Margaret S. Quinlan). Anticipated key terms: LPAC seat (designated representative: Helen T. Barrows); management fee discount (1.60% during Investment Period); FOIA carve-out (requiring notice and opportunity to seek protective order before disclosure of Fund information in response to public records requests); co-investmen

2. The Kingsbridge Endowment Fund — Commitment: $100,000,000. Counsel: Pelham Chambers LLP (Andrew K. Leverett). Anticipated key terms: UBTI and blocker provisions (confirmation that Kingsbridge will invest through HGF V blocker Corp. for UBTI mitigation); LPAC seat; ESG reporting (annual ESG impact report and carbon footprint disclosure consistent with UNPRI and TCFD frameworks); management fee discount (1.65% durin

3. Tidewater Sovereign Investment Authority — Commitment: $175,000,000 (via the Offshore Feeder). Counsel: Ramsden Clarke International LLP (Tariq N. Haddad). Anticipated key terms: sovereign immunity (broad reservation of sovereign immunity and waiver limitations); Sharia compliance screening (negative screen excluding investments in companies deriving more than a specified percentage of revenue from prohibited acti

4. Edgecombe Insurance Group Ltd. — Commitment: $150,000,000. Counsel: not yet identified (in-house legal may negotiate directly). Anticipated key terms: insurance regulatory reporting (quarterly and annual reports in a format compliant with applicable insurance regulatory requirements, including NAIC-compliant Schedule BA and Schedule D reporting); LPAC seat; management fee discount (1.60% during Investment Period);

5. Velthorn Family Office LLC — Commitment: $50,000,000. Counsel: not yet identified. Anticipated key terms: likely a shorter-form side letter based substantially on the form template, with limited customization for co-investment and reporting provisions. Negotiation anticipated to be relatively streamlined.

6. Stonewall Partners Fund of Funds III LP — Commitment: $75,000,000. Counsel: not yet identified. Anticipated key terms: likely a shorter-form side letter, with fund-of-funds-specific provisions addressing look-through reporting, portfolio transparency, and secondary transfer facilitation. Negotiation anticipated to be moderate in scope. MFN Election Notice. Following the Final Close, the engagement team will prepar

1. Tax Structuring Memorandum. Comprehensive analysis of the tax structure of the fund complex, including the Main Fund, Parallel Fund, Offshore Feeder, and blocker entity. The memorandum will address partnership tax classification under Subchapter K of the Internal Revenue Code; check-the-box elections; Cayman Islands tax neutrality (including the absence of Cayman income, capital gains, or withholding taxes); UBTI

2. ERISA Analysis Memorandum. Analysis of the Fund's compliance with the Department of Labor's plan asset regulations under ERISA. The memorandum will address the benefit plan investor threshold (less than 25% of any class of equity interest held by benefit plan investors), the methodology for monitoring the threshold at each closing and throughout the Fund's term, the treatment of governmental plans (including the N

3. Section 1061 Carried Interest Compliance Memorandum. Analysis of the application of Section 1061 of the Internal Revenue Code to the carried interest allocations under the LPA, including the three-year holding period requirement for long-term capital gains treatment, the interaction of Section 1061 with the European-style whole-fund waterfall (where carried interest is not distributable until all contributed capit

1. Valid Formation & Enforceability Opinion. This opinion will confirm that Harrowgate Private Equity Fund V LP has been duly formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act; that Harrowgate Fund V GP LLC has been duly formed as a limited liability company under the Delaware Limited Liability Company Act; and that the LPA has been duly authorized, executed, and delivered and

2. Securities Law / Regulation D Compliance Opinion. This opinion will confirm that the offering and sale of limited partnership interests in the Fund is exempt from registration under the Securities Act of 1933 by virtue of Section 4(a)(2) and Regulation D, Rule 506(b); and that the Fund is not required to register as an investment company under the Investment Company Act of 1940 by reason of Section 3(c)(7) thereof

4. Hours Summary Table The following table provides a comprehensive summary of estimated hours and fees by timekeeper, organized into two categories: (a) Core Formation Work (within the $2,200,000 fee cap) and (b) Side Letter / Hourly Work (outside the fee cap). Core Formation Work (Sections 3.1–3.5, 3.7–3.16): Side Letter / Hourly Work (Section 3.6): Combined Total (Core + Side Letters): Important Notes on Estimates

5. Budget Estimate — Core Formation Work Based on the workstream analysis and hours estimates set forth in Sections 3 and 4, I present the following budget estimates for core formation work (all workstreams within the fee cap): Low-End Estimate: $1,800,000. This estimate assumes efficient drafting with limited revision cycles, two rounds or fewer of LPA negotiation with LP counsel (with LP counsel raising only custom

6. Timing and Phasing of Work The engagement is organized into four principal phases, with ongoing work continuing after the First Close through the Final Close. The phasing is designed to meet the critical milestone dates established in consultation with HCP and set forth in the engagement letter. Phase 1: April 2025 — Initial Drafting and Structuring Phase 1 focuses on the foundational structuring analysis and the