1003-00002 · Harrowgate Capital Partners · Engagement

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Internal Memorandum

April 1, 2025

TO: Graham Sutherland, Responsible Partner, Funds & Asset Management (Wilmington Office)

FROM: Pamela Cross, Billing Partner, Funds & Asset Management (New York Office)

RE: Conflict of Interest Check — Proposed Engagement: Harrowgate Capital Partners LLC — Formation of Harrowgate Private Equity Fund V LP and Related Vehicles

MATTER NUMBER: 1003-00002 (Proposed)

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 Equity Fund V LP and related vehicles (the "Engagement").

Scope of Proposed Engagement. The proposed Engagement would encompass the following matters: (a) serving as primary fund formation counsel for Harrowgate Private Equity Fund V LP, a Delaware limited partnership to be formed (the "Fund"); (b) drafting and negotiating the Amended and Restated Agreement of Limited Partnership of the Fund (the "Limited Partnership Agreement" or "LPA"); (c) preparing the Confidential Private Placement Memorandum (the "PPM") and related disclosure documents; (d) preparing subscription agreements, investor questionnaires, and all ancillary subscription documentation; (e) preparing all formation and organizational documents for the Fund and related entities; (f) providing tax structuring advice in connection with the formation and operation of parallel and feeder vehicles, including Harrowgate Fund V Parallel LP (a Delaware limited partnership), Harrowgate Fund V Offshore SLP (a Cayman Islands exempted limited partnership), and HGF V blocker Corp. (a Delaware C corporation); (g) negotiating side letters with prospective anchor limited partners and their respective counsel; (h) reviewing and advising on the placement agent agreement, fund administration agreement, subscription credit facility documentation, custody agreement, and auditor engagement letter; and (i) providing regulatory advice in connection with Regulation D and other applicable securities law exemptions, as well as ERISA, Bank Secrecy Act / AML, and CFIUS considerations as relevant to the investor base.

Conclusion. Based on the comprehensive search described in this memorandum, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the proposed Engagement. The Engagement may proceed, subject to execution of a mutually acceptable engagement letter with the Client and compliance with the Firm's ongoing conflict-monitoring obligations as described herein.

Date of Conflicts Search. The initial conflicts search was run on March 31, 2025. A supplemental search was run on April 1, 2025, to capture any matters or parties entered into the Firm's systems between the close of business on March 31 and the morning of April 1, 2025.

Systems Searched. Both searches were conducted using Calderwood & Harkness LLP's proprietary conflicts database (the "C&H Conflicts System"), which covers all current and former clients, adverse parties, related entities, and key personnel across all of the Firm's domestic and international offices. The C&H Conflicts System is maintained by the Firm's Conflicts Department and is updated in real time as new matters are opened, new parties are identified, and existing matters are closed. The search was conducted against all active, inactive, and archived matter records, as well as the Firm's lateral hire conflicts records and the personal conflict disclosure records of all partners and counsel in the Funds & Asset Management practice group.

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 (Funds I through IV). HCP will serve as the investment manager and control person of the General Partner of the Fund.

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 records.

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 exist and has no prior history in the Firm's records.

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 their names, known aliases, prior employer affiliations, board memberships, and other identifying information provided by the Client in the new-matter intake questionnaire.

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 LLC or any affiliated entity in any capacity. No prior matters involving any of the individuals listed above have been identified in the C&H Conflicts System, whether as clients, adverse parties, witnesses, or other participants.

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 against all current and former matters, parties, and personnel records.

A. Prospective Limited Partners

The following six prospective anchor limited partners have been identified by the Client and its placement agent as parties expected to participate in the first close of the Fund. Each was screened in connection with this conflicts check.

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 and to serve as the LP Advisory Committee representative

Search Result: No current engagement for or against Northmoor State Pension System. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Northmoor State Pension System or any of its affiliated investment boards, divisions, or personnel. No conflict identified.

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 current engagement for or against The Kingsbridge Endowment Fund. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, The Kingsbridge Endowment Fund, Kingsbridge University, or any of the endowment's affiliated entities or key personnel. No conflict identified.

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 investment regulations and Bermuda Monetary Authority guidelines

Search Result: No current engagement for or against Edgecombe Insurance Group Ltd. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Edgecombe Insurance Group Ltd. or any of its subsidiary insurance carriers, reinsurance affiliates, or key personnel. No conflict identified.

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 Conflicts System contains no records of any prior representation of, or adverse involvement with, Velthorn Family Office LLC, the Velthorn family, or any related entities or trusts. No conflict identified.

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: Limited partner; foreign governmental investor subject to CFIUS and other regulatory considerations; expected to invest through the offshore feeder vehicle

Search Result: No current engagement for or against Tidewater Sovereign Investment Authority. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Tidewater Sovereign Investment Authority, the Tidewater government, or any of its affiliated sovereign entities or key personnel. No conflict identified.

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 for or against Stonewall Partners Fund of Funds III LP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Stonewall Partners Fund of Funds III LP, Stonewall Partners LLC (its general partner), or any of its affiliated entities or key personnel. No conflict identified.

B. Placement Agent

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

• Key Contact: Sandra J. Whitmore, Managing Director, Private Fund Advisory

• Placement Agreement: Effective January 15, 2025, between HCP and Osprey Capital Markets LLC

Search Result: No current engagement for or against Osprey Capital Markets LLC. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Osprey Capital Markets LLC or any of its affiliated entities, registered representatives, or key personnel. No conflict identified.

C. Fund Administrator

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 middle-office services

• Key Contact: David L. Prentiss, Client Relationship Director

Search Result: No current engagement for or against Pinnacle Fund Services LLC. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Pinnacle Fund Services LLC or any of its affiliated entities or key personnel. No conflict identified.

D. Fund Auditor

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 or against Caldwell, Fitch & Hartley LLP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Caldwell, Fitch & Hartley LLP or any of its partners or key personnel. No conflict identified.

E. Subscription Credit Facility Lender

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

Search Result: No current engagement for or against Ashford National Bank, N.A. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Ashford National Bank, N.A. or any of its parent, subsidiary, or affiliated banking entities. No conflict identified.

F. Custodian. 11. Ridgeway Trust Company

• Entity Type: Delaware-chartered trust company

• Headquarters: 1100 North Market Street, Wilmington, Delaware 19801

• Role in Transaction: Custodian for the Fund's cash, securities, and other assets

• Key Contact: Thomas B. Chandler, Vice President, Institutional Custody

Search Result: No current engagement for or against Ridgeway Trust Company. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Ridgeway Trust Company or any of its affiliated entities or key personnel. No conflict identified.

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 interest exist. Calderwood & Harkness LLP does not represent any of these firms in any capacity, has no pending adverse matters involving any of these firms, and has no attorney currently associated with the Firm who has a personal or financial interest in any of these firms.

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 be the most active LP counsel in the first close process.

Search Result: No current engagement for or against Aldworth & McBride LLP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Aldworth & McBride LLP or any of its partners. No conflict identified.

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 Pelham Chambers LLP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Pelham Chambers LLP or any of its partners. No conflict identified.

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, offshore feeder structuring, CFIUS-related representations, and sovereign immunity considerations.

Search Result: No current engagement for or against Ramsden Clarke International LLP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Ramsden Clarke International LLP or any of its partners or offices. No conflict identified.

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 predecessor vehicles. This Engagement would constitute the Firm's first representation of HCP and the first matter opened for any entity in the Harrowgate family of funds. Accordingly, there are no legacy engagement letters, prior fee arrangements, or prior matter files that require review in connection with this proposed Engagement.

Prior Employer Cross-References. To identify any potential issue-conflict, positional conflict, or reputational concern, the Conflicts Department also ran searches against the names of prior employers of HCP's key personnel. The following entities were searched:

(a) Alderton Partners (prior employer of Marcus J. Harrowgate);

(b) Whitfield Capital Advisors (prior employer of Diana R. Castellano);

(d) Grantley Institutional Partners (prior employer of Rachel M. Overton).

No conflicts were identified with respect to any of these entities. While the C&H Conflicts System contains certain archived records reflecting a 2017 matter in which Alderton Partners was identified as a non-party market participant in an unrelated regulatory inquiry, that matter was closed in 2018, Alderton Partners was never a client or adverse party in that matter, and the archived reference does not give rise to any conflict or concern in connection with the proposed Engagement.

Personal and Financial Relationships. No Calderwood & Harkness LLP attorney, including all partners, counsel, and associates in the Funds & Asset Management practice group, has disclosed or been identified as having a personal or financial relationship with any individual listed in this memorandum. The Firm's annual personal conflict disclosure questionnaires (most recently completed in January 2025) were reviewed as part of this analysis.

Supplemental Screening Policy. In accordance with the Firm's standard policy for fund formation engagements, if additional prospective limited partners, co-investors, or other counterparties are identified after the date of this memorandum—whether during the fundraise process, at subsequent closes, or otherwise during the course of the Engagement—supplemental conflict checks will be run against such parties prior to any substantive engagement with them. The billing partner (Pamela Cross) and the deal team leads (Stephen Adler and Theresa Kim) have been advised of this ongoing obligation and will submit supplemental conflict check requests to the Conflicts Department as new parties are identified throughout the fundraise.

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., Harrowgate Private Equity Fund V LP, Harrowgate Fund V GP LLC, Harrowgate Fund V Parallel LP, Harrowgate Fund V Offshore SLP, and HGF V blocker Corp.) in its capacity as issuer's counsel and fund formation counsel. The Firm will not represent any limited partner in connection with the Fund or in any related matter. Each of the anchor limited partners identified in Section III.A above has retained, or is expected to retain, independent legal counsel for the purpose of reviewing and negotiating the terms of the LPA, the PPM, the subscription documents, and any applicable side letters. There is no dual representation issue, and no informed consent from any limited partner is required under the applicable Rules of Professional Conduct.

To the extent that the interests of the General Partner and the Fund (as an entity distinct from its General Partner) could theoretically diverge on certain terms—such as management fee calculations, carried interest waterfalls, GP clawback provisions, removal-for-cause provisions, or key person event triggers—such alignment-of-interest issues are inherent in virtually all fund formation representations and are customarily managed through disclosure in the engagement letter and the PPM. The engagement letter will contain appropriate language identifying the Client as Harrowgate Capital Partners LLC (together with its controlled affiliates forming the Fund structure) and clarifying that the Firm's duty of loyalty runs to HCP as the Sponsor and that the Firm does not independently represent the interests of the limited partners.

Adverse Party Considerations. In the ordinary course of the fundraise, Calderwood & Harkness LLP will negotiate side letter provisions and LPA terms with investor-side counsel, including Aldworth & McBride LLP (counsel to Northmoor State Pension System), Pelham Chambers LLP (counsel to The Kingsbridge Endowment Fund), and Ramsden Clarke International LLP (counsel to Tidewater Sovereign Investment Authority). This negotiation is a customary and expected feature of private fund formation practice and does not create an adverse-party conflict under applicable rules. The prospective limited partners are not "adverse parties" to the Client within the meaning of the Model Rules of Professional Conduct or the Delaware Lawyers' Rules of Professional Conduct; rather, they are prospective investors whose interests are substantially aligned with those of the Sponsor in the successful formation and operation of the Fund, notwithstanding the fact that certain economic and governance terms will be subject to negotiation. This analysis is consistent with the prevailing interpretation of Rule 1.7 in the fund formation context, including ABA Formal Ethics Opinion 08-451 and applicable state bar guidance.

Third-Party Service Providers. The Fund's engagement of Osprey Capital Markets LLC (placement agent), Pinnacle Fund Services LLC (fund administrator), Caldwell, Fitch & Hartley LLP (independent auditor), Ashford National Bank, N.A. (subscription credit facility lender), and Ridgeway Trust Company (custodian) does not create any conflict of interest for the Firm. Calderwood & Harkness LLP will review, negotiate, and advise the Client on certain agreements with these service providers on behalf of the Client, which constitutes standard transactional and advisory work in the fund formation context. The Firm does not represent any of these service providers, and its role as counsel to the Client in negotiating the terms of the relevant agreements (e.g., the placement agent agreement, the administration agreement, the credit facility documentation, the custody agreement, and the auditor engagement letter) is fully consistent with the Firm's duties to the Client.

No Additional Issues Identified. No additional conflict issues, including but not limited to government-client conflicts, former-client conflicts, imputed disqualification issues, or lawyer-personal-interest conflicts, have been identified in connection with the proposed Engagement.

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 & Harkness LLP from accepting the proposed Engagement to serve as fund formation counsel to Harrowgate Capital Partners LLC in connection with the formation and fundraise of Harrowgate Private Equity Fund V LP, Harrowgate Fund V Parallel LP, Harrowgate Fund V Offshore SLP, HGF V blocker Corp., and related vehicles.

Recommendation. The Engagement may proceed. The engagement letter, which has been prepared in draft form and reviewed by the Conflicts Department, should be finalized and transmitted to Catherine E. Loomis, General Counsel and Chief Compliance Officer of Harrowgate Capital Partners LLC, for execution on or about April 2, 2025. Upon receipt of the executed engagement letter and a completed new-client intake form (including AML/KYC verification of the Client), the matter should be formally opened under Matter Number 1003-00002 and the deal team should be authorized to commence substantive work.

Ongoing Obligation. Supplemental conflict checks must be run as additional limited partners, co-investors, portfolio company acquisition targets, financing counterparties, or other counterparties are identified during the course of the Engagement. The billing partner and the deal team are reminded that supplemental conflict check requests should be submitted to the Conflicts Department promptly upon identification of any new party, and that no substantive engagement with such party should occur until the supplemental check has been completed and clearance has been confirmed. This ongoing obligation extends through the duration of the Engagement, including the fundraise period, any subsequent closes, and any post-closing investment activity for which the Firm is engaged.

Matter Number. 1003-00002 (Proposed).

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 & HARKNESS LLP

By: ________

Name: Richard T. Waverly

Title: Firm General Counsel and Chair, Conflicts Committee

Date: ________

Date of Clearance: April 1, 2025

Distribution Notice

DISTRIBUTION: This memorandum is for internal use only and is subject to the attorney-client privilege and the work product doctrine. This memorandum was prepared in anticipation of a potential engagement and contains the mental impressions, conclusions, opinions, and legal analysis of Calderwood & Harkness LLP attorneys and the Firm's Conflicts Department. This memorandum must not be distributed, forwarded, copied, or disclosed to any person or entity outside of Calderwood & Harkness LLP without the prior written approval of the Firm's General Counsel.

Copies to:

• Graham Sutherland, Partner, Funds & Asset Management (Wilmington)

• Pamela Cross, Partner, Funds & Asset Management (New York)

• Stephen Adler, Counsel, Funds & Asset Management (Wilmington)

• Theresa Kim, Senior Associate, Funds & Asset Management (New York)

• Sylvia Hartwell, Senior Associate, Funds & Asset Management (New York)

• Firm Conflicts Committee File (1003-00002)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Internal Memorandum
April 1, 2025
TO: Graham Sutherland, Responsible Partner, Funds & Asset Management (Wilmington Office)
FROM: Pamela Cross, Billing Partner, Funds & Asset Management (New York Office)
RE: Conflict of Interest Check — Proposed Engagement: Harrowgate Capital Partners LLC — Formation of Harrowgate Private Equity Fund V LP and Related Vehicles
MATTER NUMBER: 1003-00002 (Proposed)
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 Equity Fund V LP and related vehicles (the "Engagement").
Scope of Proposed Engagement. The proposed Engagement would encompass the following matters: (a) serving as primary fund formation counsel for Harrowgate Private Equity Fund V LP, a Delaware limited partnership to be formed (the "Fund"); (b) drafting and negotiating the Amended and Restated Agreement of Limited Partnership of the Fund (the "Limited Partnership Agreement" or "LPA"); (c) preparing the Confidential Private Placement Memorandum (the "PPM") and related disclosure documents; (d) preparing subscription agreements, investor questionnaires, and all ancillary subscription documentation; (e) preparing all formation and organizational documents for the Fund and related entities; (f) providing tax structuring advice in connection with the formation and operation of parallel and feeder vehicles, including Harrowgate Fund V Parallel LP (a Delaware limited partnership), Harrowgate Fund V Offshore SLP (a Cayman Islands exempted limited partnership), and HGF V blocker Corp. (a Delaware C corporation); (g) negotiating side letters with prospective anchor limited partners and their respective counsel; (h) reviewing and advising on the placement agent agreement, fund administration agreement, subscription credit facility documentation, custody agreement, and auditor engagement letter; and (i) providing regulatory advice in connection with Regulation D and other applicable securities law exemptions, as well as ERISA, Bank Secrecy Act / AML, and CFIUS considerations as relevant to the investor base.
Conclusion. Based on the comprehensive search described in this memorandum, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the proposed Engagement. The Engagement may proceed, subject to execution of a mutually acceptable engagement letter with the Client and compliance with the Firm's ongoing conflict-monitoring obligations as described herein.
Date of Conflicts Search. The initial conflicts search was run on March 31, 2025. A supplemental search was run on April 1, 2025, to capture any matters or parties entered into the Firm's systems between the close of business on March 31 and the morning of April 1, 2025.
Systems Searched. Both searches were conducted using Calderwood & Harkness LLP's proprietary conflicts database (the "C&H Conflicts System"), which covers all current and former clients, adverse parties, related entities, and key personnel across all of the Firm's domestic and international offices. The C&H Conflicts System is maintained by the Firm's Conflicts Department and is updated in real time as new matters are opened, new parties are identified, and existing matters are closed. The search was conducted against all active, inactive, and archived matter records, as well as the Firm's lateral hire conflicts records and the personal conflict disclosure records of all partners and counsel in the Funds & Asset Management practice group.
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 (Funds I through IV). HCP will serve as the investment manager and control person of the General Partner of the Fund.
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 records.
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 exist and has no prior history in the Firm's records.
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 their names, known aliases, prior employer affiliations, board memberships, and other identifying information provided by the Client in the new-matter intake questionnaire.
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 LLC or any affiliated entity in any capacity. No prior matters involving any of the individuals listed above have been identified in the C&H Conflicts System, whether as clients, adverse parties, witnesses, or other participants.
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 against all current and former matters, parties, and personnel records.
A. Prospective Limited Partners
The following six prospective anchor limited partners have been identified by the Client and its placement agent as parties expected to participate in the first close of the Fund. Each was screened in connection with this conflicts check.
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 and to serve as the LP Advisory Committee representative
Search Result: No current engagement for or against Northmoor State Pension System. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Northmoor State Pension System or any of its affiliated investment boards, divisions, or personnel. No conflict identified.
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 current engagement for or against The Kingsbridge Endowment Fund. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, The Kingsbridge Endowment Fund, Kingsbridge University, or any of the endowment's affiliated entities or key personnel. No conflict identified.
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 investment regulations and Bermuda Monetary Authority guidelines
Search Result: No current engagement for or against Edgecombe Insurance Group Ltd. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Edgecombe Insurance Group Ltd. or any of its subsidiary insurance carriers, reinsurance affiliates, or key personnel. No conflict identified.
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 Conflicts System contains no records of any prior representation of, or adverse involvement with, Velthorn Family Office LLC, the Velthorn family, or any related entities or trusts. No conflict identified.
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: Limited partner; foreign governmental investor subject to CFIUS and other regulatory considerations; expected to invest through the offshore feeder vehicle
Search Result: No current engagement for or against Tidewater Sovereign Investment Authority. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Tidewater Sovereign Investment Authority, the Tidewater government, or any of its affiliated sovereign entities or key personnel. No conflict identified.
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 for or against Stonewall Partners Fund of Funds III LP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Stonewall Partners Fund of Funds III LP, Stonewall Partners LLC (its general partner), or any of its affiliated entities or key personnel. No conflict identified.
B. Placement Agent
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
•  Key Contact: Sandra J. Whitmore, Managing Director, Private Fund Advisory
•  Placement Agreement: Effective January 15, 2025, between HCP and Osprey Capital Markets LLC
Search Result: No current engagement for or against Osprey Capital Markets LLC. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Osprey Capital Markets LLC or any of its affiliated entities, registered representatives, or key personnel. No conflict identified.
C. Fund Administrator
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 middle-office services
•  Key Contact: David L. Prentiss, Client Relationship Director
Search Result: No current engagement for or against Pinnacle Fund Services LLC. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Pinnacle Fund Services LLC or any of its affiliated entities or key personnel. No conflict identified.
D. Fund Auditor
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 or against Caldwell, Fitch & Hartley LLP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Caldwell, Fitch & Hartley LLP or any of its partners or key personnel. No conflict identified.
E. Subscription Credit Facility Lender
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
Search Result: No current engagement for or against Ashford National Bank, N.A. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Ashford National Bank, N.A. or any of its parent, subsidiary, or affiliated banking entities. No conflict identified.
F. Custodian.  11. Ridgeway Trust Company
•  Entity Type: Delaware-chartered trust company
•  Headquarters: 1100 North Market Street, Wilmington, Delaware 19801
•  Role in Transaction: Custodian for the Fund's cash, securities, and other assets
•  Key Contact: Thomas B. Chandler, Vice President, Institutional Custody
Search Result: No current engagement for or against Ridgeway Trust Company. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Ridgeway Trust Company or any of its affiliated entities or key personnel. No conflict identified.
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 interest exist. Calderwood & Harkness LLP does not represent any of these firms in any capacity, has no pending adverse matters involving any of these firms, and has no attorney currently associated with the Firm who has a personal or financial interest in any of these firms.
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 be the most active LP counsel in the first close process.
Search Result: No current engagement for or against Aldworth & McBride LLP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Aldworth & McBride LLP or any of its partners. No conflict identified.
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 Pelham Chambers LLP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Pelham Chambers LLP or any of its partners. No conflict identified.
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, offshore feeder structuring, CFIUS-related representations, and sovereign immunity considerations.
Search Result: No current engagement for or against Ramsden Clarke International LLP. The C&H Conflicts System contains no records of any prior representation of, or adverse involvement with, Ramsden Clarke International LLP or any of its partners or offices. No conflict identified.
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 predecessor vehicles. This Engagement would constitute the Firm's first representation of HCP and the first matter opened for any entity in the Harrowgate family of funds. Accordingly, there are no legacy engagement letters, prior fee arrangements, or prior matter files that require review in connection with this proposed Engagement.
Prior Employer Cross-References. To identify any potential issue-conflict, positional conflict, or reputational concern, the Conflicts Department also ran searches against the names of prior employers of HCP's key personnel. The following entities were searched:
(a) Alderton Partners (prior employer of Marcus J. Harrowgate);
(b) Whitfield Capital Advisors (prior employer of Diana R. Castellano);
(c) Ashgrove Holdings (prior employer of Jonathan P. Birch); and
(d) Grantley Institutional Partners (prior employer of Rachel M. Overton).
No conflicts were identified with respect to any of these entities. While the C&H Conflicts System contains certain archived records reflecting a 2017 matter in which Alderton Partners was identified as a non-party market participant in an unrelated regulatory inquiry, that matter was closed in 2018, Alderton Partners was never a client or adverse party in that matter, and the archived reference does not give rise to any conflict or concern in connection with the proposed Engagement.
Personal and Financial Relationships. No Calderwood & Harkness LLP attorney, including all partners, counsel, and associates in the Funds & Asset Management practice group, has disclosed or been identified as having a personal or financial relationship with any individual listed in this memorandum. The Firm's annual personal conflict disclosure questionnaires (most recently completed in January 2025) were reviewed as part of this analysis.
Supplemental Screening Policy. In accordance with the Firm's standard policy for fund formation engagements, if additional prospective limited partners, co-investors, or other counterparties are identified after the date of this memorandum—whether during the fundraise process, at subsequent closes, or otherwise during the course of the Engagement—supplemental conflict checks will be run against such parties prior to any substantive engagement with them. The billing partner (Pamela Cross) and the deal team leads (Stephen Adler and Theresa Kim) have been advised of this ongoing obligation and will submit supplemental conflict check requests to the Conflicts Department as new parties are identified throughout the fundraise.
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., Harrowgate Private Equity Fund V LP, Harrowgate Fund V GP LLC, Harrowgate Fund V Parallel LP, Harrowgate Fund V Offshore SLP, and HGF V blocker Corp.) in its capacity as issuer's counsel and fund formation counsel. The Firm will not represent any limited partner in connection with the Fund or in any related matter. Each of the anchor limited partners identified in Section III.A above has retained, or is expected to retain, independent legal counsel for the purpose of reviewing and negotiating the terms of the LPA, the PPM, the subscription documents, and any applicable side letters. There is no dual representation issue, and no informed consent from any limited partner is required under the applicable Rules of Professional Conduct.
To the extent that the interests of the General Partner and the Fund (as an entity distinct from its General Partner) could theoretically diverge on certain terms—such as management fee calculations, carried interest waterfalls, GP clawback provisions, removal-for-cause provisions, or key person event triggers—such alignment-of-interest issues are inherent in virtually all fund formation representations and are customarily managed through disclosure in the engagement letter and the PPM. The engagement letter will contain appropriate language identifying the Client as Harrowgate Capital Partners LLC (together with its controlled affiliates forming the Fund structure) and clarifying that the Firm's duty of loyalty runs to HCP as the Sponsor and that the Firm does not independently represent the interests of the limited partners.
Adverse Party Considerations. In the ordinary course of the fundraise, Calderwood & Harkness LLP will negotiate side letter provisions and LPA terms with investor-side counsel, including Aldworth & McBride LLP (counsel to Northmoor State Pension System), Pelham Chambers LLP (counsel to The Kingsbridge Endowment Fund), and Ramsden Clarke International LLP (counsel to Tidewater Sovereign Investment Authority). This negotiation is a customary and expected feature of private fund formation practice and does not create an adverse-party conflict under applicable rules. The prospective limited partners are not "adverse parties" to the Client within the meaning of the Model Rules of Professional Conduct or the Delaware Lawyers' Rules of Professional Conduct; rather, they are prospective investors whose interests are substantially aligned with those of the Sponsor in the successful formation and operation of the Fund, notwithstanding the fact that certain economic and governance terms will be subject to negotiation. This analysis is consistent with the prevailing interpretation of Rule 1.7 in the fund formation context, including ABA Formal Ethics Opinion 08-451 and applicable state bar guidance.
Third-Party Service Providers. The Fund's engagement of Osprey Capital Markets LLC (placement agent), Pinnacle Fund Services LLC (fund administrator), Caldwell, Fitch & Hartley LLP (independent auditor), Ashford National Bank, N.A. (subscription credit facility lender), and Ridgeway Trust Company (custodian) does not create any conflict of interest for the Firm. Calderwood & Harkness LLP will review, negotiate, and advise the Client on certain agreements with these service providers on behalf of the Client, which constitutes standard transactional and advisory work in the fund formation context. The Firm does not represent any of these service providers, and its role as counsel to the Client in negotiating the terms of the relevant agreements (e.g., the placement agent agreement, the administration agreement, the credit facility documentation, the custody agreement, and the auditor engagement letter) is fully consistent with the Firm's duties to the Client.
No Additional Issues Identified. No additional conflict issues, including but not limited to government-client conflicts, former-client conflicts, imputed disqualification issues, or lawyer-personal-interest conflicts, have been identified in connection with the proposed Engagement.
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 & Harkness LLP from accepting the proposed Engagement to serve as fund formation counsel to Harrowgate Capital Partners LLC in connection with the formation and fundraise of Harrowgate Private Equity Fund V LP, Harrowgate Fund V Parallel LP, Harrowgate Fund V Offshore SLP, HGF V blocker Corp., and related vehicles.
Recommendation. The Engagement may proceed. The engagement letter, which has been prepared in draft form and reviewed by the Conflicts Department, should be finalized and transmitted to Catherine E. Loomis, General Counsel and Chief Compliance Officer of Harrowgate Capital Partners LLC, for execution on or about April 2, 2025. Upon receipt of the executed engagement letter and a completed new-client intake form (including AML/KYC verification of the Client), the matter should be formally opened under Matter Number 1003-00002 and the deal team should be authorized to commence substantive work.
Ongoing Obligation. Supplemental conflict checks must be run as additional limited partners, co-investors, portfolio company acquisition targets, financing counterparties, or other counterparties are identified during the course of the Engagement. The billing partner and the deal team are reminded that supplemental conflict check requests should be submitted to the Conflicts Department promptly upon identification of any new party, and that no substantive engagement with such party should occur until the supplemental check has been completed and clearance has been confirmed. This ongoing obligation extends through the duration of the Engagement, including the fundraise period, any subsequent closes, and any post-closing investment activity for which the Firm is engaged.
Matter Number. 1003-00002 (Proposed).
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 & HARKNESS LLP
By: ________
Name: Richard T. Waverly
Title: Firm General Counsel and Chair, Conflicts Committee
Date: ________
Date of Clearance: April 1, 2025
Distribution Notice
DISTRIBUTION: This memorandum is for internal use only and is subject to the attorney-client privilege and the work product doctrine. This memorandum was prepared in anticipation of a potential engagement and contains the mental impressions, conclusions, opinions, and legal analysis of Calderwood & Harkness LLP attorneys and the Firm's Conflicts Department. This memorandum must not be distributed, forwarded, copied, or disclosed to any person or entity outside of Calderwood & Harkness LLP without the prior written approval of the Firm's General Counsel.
Copies to:
•  Graham Sutherland, Partner, Funds & Asset Management (Wilmington)
•  Pamela Cross, Partner, Funds & Asset Management (New York)
•  Stephen Adler, Counsel, Funds & Asset Management (Wilmington)
•  Theresa Kim, Senior Associate, Funds & Asset Management (New York)
•  Sylvia Hartwell, Senior Associate, Funds & Asset Management (New York)
•  Firm Conflicts Committee File (1003-00002)

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