Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze comprehensively the legal disclosure and compliance obligations arising from the engagement of Osprey Capital Markets LLC ("Osprey") as the exclusive placement agent for Harrowgate Private Equity Fund V LP ("HPE Fund V" or the "Fund"). This memorandum has been prepared at the request of our client, Harrowgate Capital Partners LLC ("HCP" or the "Sponsor

1. Federal Securities Law Disclosure — Obligations arising under Regulation D, the Securities Act of 1933 (the "Securities Act"), the Securities Exchange Act of 1934 (the "Exchange Act"), and the Investment Advisers Act of 1940 (the "Advisers Act") to disclose the placement agent engagement and compensation in the PPM;

2. FINRA Requirements — Compliance obligations applicable to Osprey as a FINRA-member broker-dealer, including filing requirements under FINRA Rule 5123, compensation limitations under FINRA Rule 2310, and prohibitions on payments to unregistered persons under FINRA Rule 2040;

3. Pay-to-Play Compliance — Analysis under SEC Rule 206(4)-5 under the Advisers Act and FINRA Rule 2030 as they apply to the solicitation of governmental plan investors, with particular focus on the Northmoor State Pension System;

4. State and Municipal Pension Plan Placement Agent Disclosure Laws — Identification and analysis of state-specific placement agent disclosure statutes and regulations applicable to governmental plan investors in the Fund, with heightened focus on the Northmoor State Pension System as the sole currently identified governmental plan investor;

5. Recommended PPM Language — Proposed disclosure language for inclusion in the PPM's placement agent, conflicts of interest, and fees and expenses sections; and

6. Form D Filing Considerations — Requirements for disclosure of the placement agent engagement on Form D and state blue sky notice filings. Summary Recommendation: Comprehensive, prominent disclosure of Osprey's engagement, compensation structure, regulatory status, and any material relationships must be included in the PPM. Specific and time-sensitive compliance steps must be taken with respect to governmental plan

II. Background A. The Fund Harrowgate Private Equity Fund V LP is a Delaware limited partnership to be formed. The Fund's general partner will be Harrowgate Fund V GP LLC, a Delaware limited liability company whose sole member is HCP. The Fund will be managed by HCP in its capacity as the Sponsor and SEC-registered investment adviser. The Fund's target fund size is $2.0 billion, with a hard cap of $2.0 billion and a

III. Federal Securities Law — PPM Disclosure Obligations A. Regulation D Framework The Fund is offering limited partnership interests in reliance on Rule 506(b) of Regulation D under the Securities Act. Rule 506(b) permits an issuer to raise an unlimited amount of capital from an unlimited number of accredited investors and up to 35 sophisticated but non-accredited investors, provided that no general solicitation or

IV. FINRA Compliance Considerations A. FINRA Rules Applicable to Private Placements As a FINRA-member broker-dealer, Osprey is subject to a number of FINRA rules that bear directly on its role as placement agent for HPE Fund V. The following rules are of particular relevance: FINRA Rule 5123 (Private Placements of Securities). FINRA Rule 5123 requires a FINRA-member firm that sells an issuer's securities in a private

V. Pay-to-Play Compliance — SEC Rule 206(4)-5 A. Overview of the Rule SEC Rule 206(4)-5 under the Advisers Act (the "Pay-to-Play Rule") was adopted in 2010 to address the practice of investment advisers making political contributions to government officials who are in a position to influence the selection of investment advisers to manage public pension fund assets and other government entity investments. The rule ope

VI. State and Municipal Pension Plan Placement Agent Disclosure Requirements A. Overview In addition to the federal securities law framework described above, many U.S. states have enacted statutes and regulations specifically addressing the use of placement agents in connection with investments by state and local pension plans. These laws were adopted in the wake of pay-to-play scandals involving public pension funds

VII. Recommended PPM Disclosure Language A. Placement Agent Section We recommend that the PPM include a standalone section addressing the placement agent engagement. This section may be placed within the "Summary of Terms" or may appear as a separate section titled "Placement Agent" in the body of the PPM. In either case, the section should be clearly labeled and prominently positioned so that prospective investors c

1. Identity. Osprey Capital Markets LLC ("Osprey") has been engaged as the exclusive placement agent for the Fund.

2. Regulatory Status. Osprey is a limited liability company organized under the laws of the State of Delaware. Osprey is registered with the U.S. Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. Osprey's principal offices are located at 599 Lexington Avenue, 35th Floor, New York, NY 10022. Osprey's CRD number is [to be confirmed and inserted].

3. Scope of Engagement. Osprey has been engaged to assist the Sponsor with non-U.S. and select U.S. institutional distribution of limited partnership interests in the Fund. Osprey's engagement is exclusive.

4. Compensation. Osprey will receive a placement fee equal to 1.25% of committed capital for investors introduced by and placed through Osprey. This placement fee is payable solely by the Sponsor (Harrowgate Capital Partners LLC) and is not a charge to the Fund, the General Partner, or the limited partners. The placement fee will not be offset against or reduce the management fee or any other fee payable to the Gener

5. No Additional Compensation. Osprey does not receive any carried interest, profit participation, equity interest, or ongoing trailing fees in connection with its engagement as placement agent for the Fund.

6. Effective Date. The placement agent agreement between the Sponsor and Osprey became effective on January 15, 2025.

7. Conflicts of Interest. Osprey and its affiliates may have other client relationships and may receive compensation from sources other than the Sponsor in connection with activities unrelated to the Fund. Osprey is not acting as an investment adviser to investors in the Fund and has not undertaken to provide investment advice to any limited partner. Prospective investors should conduct their own independent evaluati

8. Pay-to-Play. Osprey is subject to FINRA Rule 2030 regarding the solicitation of government entities on behalf of investment advisers. The Sponsor is subject to SEC Rule 206(4)-5 under the Investment Advisers Act of 1940 regarding political contributions and the provision of advisory services to government entities. The Sponsor and Osprey have each adopted policies and procedures designed to ensure compliance with

9. Cross-Reference. See also "Conflicts of Interest" and "Fees and Expenses" elsewhere in this Memorandum for additional information regarding the Sponsor's engagement of Osprey and the economic terms of the placement agent arrangement. B. Conflicts of Interest Section Enhancement In addition to the standalone placement agent section described above, the PPM's "Conflicts of Interest" section should be enhanced to inc

VIII. Form D Filing Considerations A. Filing Requirements Under Regulation D, Rule 503, the Fund (through its General Partner, Harrowgate Fund V GP LLC) is required to file a Form D with the SEC no later than 15 calendar days after the first sale of securities in the offering. The "first sale" for purposes of Rule 503 is the date of the First Close, which is currently targeted for August 15, 2025. Accordingly, the Fo

IX. Action Items and Recommendations A. Immediate Action Items The following action items should be completed within the specified timeframes to ensure that all placement agent disclosure and compliance obligations are satisfied before the distribution of the PPM (target: June 2, 2025) and the First Close (target: August 15, 2025):

1. Osprey Certifications. Request from Osprey Capital Markets LLC (Sandra J. Whitmore, Managing Director, Private Fund Advisory) the following items: (a) A written certification of compliance with FINRA Rule 2030 (pay-to-play), confirming that Osprey and its covered associates have not made any disqualifying political contributions to officials of the State of Northmoor, the Northmoor State Pension System, or any oth

2. HCP Pay-to-Play Review. Request from Catherine E. Loomis (HCP General Counsel & Chief Compliance Officer) the following items: (a) A current political contribution log for all covered associates of HCP, covering the two-year period preceding the anticipated date of the Northmoor State Pension System's commitment; (b) Confirmation that no disqualifying political contributions have been made by any covered associate

3. Northmoor-Specific Compliance Research. Conduct research on Northmoor state placement agent disclosure laws and regulations, and coordinate with Aldworth & McBride LLP (Margaret S. Quinlan) to obtain the Northmoor State Pension System's specific placement agent disclosure forms, policies, and procedural requirements. Responsible: Stephen Adler, Theresa Kim Deadline: May 15, 2025

4. PPM Drafting — Placement Agent Disclosure Section. Draft the placement agent disclosure section for inclusion in the initial PPM draft. Theresa Kim is scheduled to transmit the initial PPM draft to Catherine E. Loomis (HCP General Counsel & CCO) on May 1, 2025. The placement agent disclosure language should conform to the recommendations set forth in Section VII above, including the standalone placement agent sect

5. Placement Agent Agreement Review. Review the executed Placement Agent Agreement (effective January 15, 2025) to confirm that it contains adequate representations from Osprey regarding its regulatory status (SEC registration, FINRA membership, CRD number), compliance with applicable FINRA rules (including Rules 5123, 2310, 2040, and 2030), indemnification for regulatory violations, and notification obligations (inc

6. Form D Preparation. Prepare a draft Form D for HPE Fund V LP, including Osprey's information in Item 12 (identity, CRD number, states of solicitation, and aggregate compensation). The Form D must be filed with the SEC within 15 calendar days of the First Close (target: August 15, 2025), resulting in an anticipated filing deadline of approximately September 2, 2025. Responsible: Theresa Kim Deadline: August 1, 2025