1003-00002 · Harrowgate Capital Partners · Offering Documents

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INVESTOR SUITABILITY QUESTIONNAIRE AND KNOW-YOUR-CUSTOMER FORM

HARROWGATE PRIVATE EQUITY FUND V LP (and its parallel vehicles: Harrowgate Fund V Parallel LP and Harrowgate Fund V Offshore SLP)

General Partner: Harrowgate Fund V GP LLC

Sponsor: Harrowgate Capital Partners LLC

CONFIDENTIALITY NOTICE: This questionnaire contains confidential and proprietary information. It is provided solely for the purpose of evaluating the suitability of a prospective limited partner and for compliance with applicable anti-money laundering, know-your-customer, tax, and securities law requirements. The information contained herein, and any information supplied in response to the questions set forth below, shall be treated as confidential by the General Partner, the Sponsor, and their respective affiliates, agents, and advisors. Completed questionnaires will be processed and reviewed by Pinnacle Fund Services LLC, as fund administrator, and by Calderwood & Harkness LLP, as fund counsel. No portion of this questionnaire, or any response hereto, may be reproduced or disclosed to any person other than the foregoing parties without the prior written consent of the prospective limited partner, except as required by applicable law, regulation, or order of a court or governmental authority.

INSTRUCTIONS TO PROSPECTIVE INVESTORS

Each prospective limited partner (the "Investor") must complete this questionnaire in its entirety and return it, together with all required supporting documentation, prior to acceptance of the Investor's subscription. Incomplete questionnaires may result in delay or rejection of the Investor's subscription. All information provided will be held in confidence, subject to disclosure as required by law, regulation, or order of a court or governmental authority. The Investor should consult with its own legal, tax, and financial advisors before completing this questionnaire or subscribing for interests in the Fund.

Questions regarding this questionnaire or the subscription process should be directed to:

Rachel M. Overton Partner, Head of Investor Relations Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803 Telephone: (302) 555-4800

Email: roverton@harrowgatecapital.com

David L. Prentiss Client Relationship Director Pinnacle Fund Services LLC 100 Summer Street, Suite 2400 Boston, MA 02110 Telephone: (617) 555-3200

Email: dprentiss@pinnaclefundservices.com

APPLICABLE FUND VEHICLE SELECTION

The Investor must indicate below the fund vehicle for which its subscription is being submitted. If the Investor intends to subscribe for interests in more than one vehicle, a separate questionnaire must be completed for each vehicle.

• Harrowgate Private Equity Fund V LP (Main Fund — Delaware limited partnership)

• Harrowgate Fund V Parallel LP (Parallel Fund — Delaware limited partnership)

• Harrowgate Fund V Offshore SLP (Offshore Feeder — Cayman Islands segregated limited partnership)

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PART I — INVESTOR IDENTIFICATION AND GENERAL INFORMATION

Section 1.1 — Legal Name and Organization

Please provide the following information regarding the Investor. The legal name should be stated exactly as it will appear on the Subscription Agreement and the Agreement of Limited Partnership of the applicable fund vehicle. Any discrepancy between the name stated herein and the name used in the Investor's organizational documents may result in processing delays.

1. Full legal name of Investor (as it will appear on the Subscription Agreement and Limited Partnership Agreement):

________________________________________

2. Trade name(s) or d/b/a name(s), if any:

________________________________________

3. Type of entity (check all that apply):

• Corporation (C Corporation or S Corporation)

• Limited Partnership

• Limited Liability Company

• General Partnership

• Trust (specify type — e.g., revocable, irrevocable, grantor, statutory, business, charitable): __

• Sovereign Wealth Fund

• Government Pension Plan

• Endowment or Foundation

• Insurance Company

• Bank or Financial Institution

• Fund of Funds

• Individual

• Joint Account (specify joint tenancy, tenants in common, or community property): __

• Other (specify): __

4. Jurisdiction of organization or formation (state and/or country):

________________________________________

5. Date of organization or formation:

________________________________________

6. Organizational identification number (e.g., Delaware Secretary of State file number, company registration number, or equivalent identifier in the jurisdiction of formation):

________________________________________

7. Country of domicile for tax purposes (if different from the jurisdiction of organization or formation):

________________________________________

8. Is the Investor a "United States person" as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")?

• Yes

• No

Note: A "United States person" includes a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate (other than a foreign estate), and any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

Section 1.2 — Contact Information

Please provide the following contact information for the Investor. The General Partner and fund administrator will use this information for all communications relating to capital calls, distributions, reporting, tax documents, and other Fund matters.

1. Principal business address:

2. Mailing address (if different from principal business address):

3. Primary contact person:

4. Secondary contact person:

5. Legal/compliance contact:

Section 1.3 — Capital Commitment

1. Amount of capital commitment (in U.S. dollars): $__

Note: The minimum capital commitment for the Fund is $10,000,000. The General Partner, Harrowgate Fund V GP LLC, in its sole discretion, reserves the right to waive or reduce the minimum capital commitment for any Investor.

2. Is the Investor a first close participant (targeting August 15, 2025)?

• Yes

• No

3. Has the Investor been introduced to the Fund by Osprey Capital Markets LLC (placement agent)?

• Yes

• No

If Yes, please identify the individual at Osprey Capital Markets LLC with whom the Investor has been in contact: __________

PART II — BENEFICIAL OWNERSHIP AND CONTROL

Section 2.1 — Beneficial Ownership Information

Pursuant to the Customer Due Diligence Requirements for Financial Institutions (31 C.F.R. § 1010.230) and applicable anti-money laundering laws and regulations, the Investor must identify all natural persons who, directly or indirectly, own twenty-five percent (25%) or more of the equity interests of the Investor (each, a "Beneficial Owner") and the individual with significant responsibility for managing or directing the Investor (the "Control Person"). If the Investor is a publicly traded company listed on a recognized securities exchange, or a subsidiary of such a company, the Investor may indicate such status below and is not required to identify individual Beneficial Owners under this section but must still identify the Control Person.

Is the Investor a publicly traded company on a recognized securities exchange, or a direct or indirect majority-owned subsidiary of such a company?

• Yes (specify exchange and ticker symbol: __)

• No

If the Investor answered "No" above, please complete the following table for each Beneficial Owner (up to four). If the Investor has more than four Beneficial Owners, please attach a separate schedule using the same format.

Beneficial Owner 1:

Beneficial Owner 2:

Beneficial Owner 3:

Beneficial Owner 4:

If the Investor is an entity with no individual owning twenty-five percent (25%) or more of its equity interests, please state the name of the ultimate parent entity and provide an organizational chart or narrative description of the ownership chain from the Investor to the ultimate parent entity or controlling individuals. Attach the organizational chart as a separate document if necessary.

Name of Ultimate Parent Entity: ______________________

Narrative Description of Ownership Chain (or indicate "See Attached Organizational Chart"):

________________________________________

Section 2.2 — Control Person

Regardless of whether any individual qualifies as a Beneficial Owner under Section 2.1 above, the Investor must identify below the individual who has significant responsibility for managing or directing the Investor's affairs (the "Control Person"). This individual may be a chief executive officer, chief financial officer, managing partner, managing member, trustee, or any other individual exercising day-to-day control over the Investor's operations.

Section 2.3 — Governmental or Sovereign Entities

This section must be completed if the Investor is a governmental entity, sovereign wealth fund, state-sponsored enterprise, government pension plan, or other entity organized, controlled, or funded by a governmental authority. Governmental pension plans (e.g., state pension systems) and sovereign wealth funds should complete this section even if they are otherwise exempt from certain beneficial ownership reporting requirements under 31 C.F.R. § 1010.230.

1. Is the Investor a governmental entity, sovereign wealth fund, or state-sponsored entity?

• Yes

• No (skip to Part III)

2. If Yes, identify the sovereign or governmental authority under which the Investor was established or by which it is controlled:

________________________________________

3. Identify the enabling legislation or governmental mandate pursuant to which the Investor was created:

________________________________________

4. Does the Investor claim sovereign immunity from suit, jurisdiction, attachment, or execution under the laws of any jurisdiction?

• Yes (please describe the basis and scope of such immunity in Section 10.4 below)

• No

5. Are the beneficial ownership disclosure requirements otherwise applicable to the Investor modified by applicable law? If so, please explain:

________________________________________

PART III — SOURCE OF FUNDS AND SOURCE OF WEALTH

Section 3.1 — Source of Funds

The Investor must identify the source of funds that will be used to satisfy capital calls in connection with its capital commitment to the Fund. This information is required for compliance with applicable anti-money laundering laws and regulations. Please check all categories that apply and provide a narrative description where indicated.

1. Description of the source of funds to be used for the capital commitment (check all that apply):

• General account / investment portfolio of the Investor

• Pension fund assets

• Endowment / foundation assets

• Insurance company general account assets

• Sovereign wealth fund assets / government reserves

• Family wealth / personal savings

• Capital commitments from the Investor's own investors (for fund of funds or similar pooled vehicles)

• Borrowed funds (specify lender and nature of arrangement): __

• Other (describe): __

2. Narrative description of source of funds (if not adequately covered by the checkboxes above, or if the General Partner or fund administrator has specifically requested additional detail):

________________________________________

3. Confirmation: The Investor hereby confirms that the funds used to satisfy capital calls will not be directly or indirectly derived from any activity that would constitute a violation of applicable anti-money laundering laws, including, without limitation, the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act"), and any applicable regulations promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of the Treasury or the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, or any equivalent laws or regulations of any other jurisdiction applicable to the Investor.

• Confirmed

Section 3.2 — Source of Wealth (for Individuals, Family Offices, and Private Entities)

If the Investor is a natural person, a family office, or a privately held entity (i.e., an entity that is not a regulated financial institution, publicly traded company, pension plan, endowment, foundation, sovereign wealth fund, or similar institutional investor), the Investor must describe the origin of the Investor's total wealth or net worth. This description should include, as applicable, the principal sources of income, capital gains, business income, inheritance, sale of a business or real property, professional earnings, or other significant contributions to the Investor's wealth.

1. Description of the origin of the Investor's total wealth or net worth:

________________________________________

2. If the Investor is a family office, identify the founding family and the principal source of the family's wealth:

Founding Family: ______________________

Principal Source of Family Wealth: ______________________

PART IV — OFAC / SANCTIONS SCREENING AND ANTI-MONEY LAUNDERING

Section 4.1 — OFAC and Sanctions Representations

The Investor represents and warrants to the General Partner, the Sponsor, and each of their respective affiliates, agents, and advisors as follows:

(a) Neither the Investor, nor any of its Beneficial Owners, directors, officers, authorized signatories, or any person or entity that directly or indirectly controls, is controlled by, or is under common control with the Investor, is a person or entity that is, or is owned or controlled by persons or entities that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"); or (ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions (which, as of the date of this questionnaire, include Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).

(b) The Investor is not, and no person or entity having a direct or indirect beneficial interest in the Investor or the Investor's capital commitment is, listed on the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List ("SSI List"), the Foreign Sanctions Evaders List, or any other sanctions-related list maintained by the foregoing authorities, including the Consolidated List maintained by His Majesty's Treasury or the consolidated sanctions list maintained by the European Union.

(c) No capital contribution made by the Investor to the Fund will constitute or be derived from property or funds in which a Sanctioned Person or a person or entity located in a Sanctioned Country has any interest, whether direct or indirect.

(d) The Investor will promptly notify the General Partner and Pinnacle Fund Services LLC in writing if any of the foregoing representations cease to be true and correct at any time during the term of the Fund.

Country of principal banking relationship: __

Name(s) and address(es) of the Investor's principal bank(s):

Section 4.2 — Anti-Money Laundering

1. Has the Investor or any of its Beneficial Owners, directors, officers, or authorized signatories ever been:

(a) Charged with, convicted of, or entered a plea of guilty or no contest (nolo contendere) to any offense involving money laundering, fraud, bribery, corruption, terrorist financing, tax evasion, or any similar offense in any jurisdiction?

• Yes

• No

If Yes, provide details (including name(s) of individual(s), nature of charge(s), jurisdiction, and disposition):

________________________________________

(b) Subject to any investigation, inquiry, or enforcement action by any governmental authority, regulatory body, law enforcement agency, or self-regulatory organization relating to money laundering, terrorist financing, sanctions evasion, or similar misconduct?

• Yes

• No

If Yes, provide details (including name(s) of individual(s), agency or authority conducting the investigation, nature of the investigation, and current status):

________________________________________

2. Has the Investor implemented an anti-money laundering compliance program in accordance with applicable laws and regulations?

• Yes

• No

If Yes, briefly describe the program (including whether it includes policies and procedures, designation of a compliance officer, employee training, and independent testing):

________________________________________

Section 4.3 — Required Supporting Documents (AML/KYC)

The Investor must attach or provide the following documents together with this questionnaire. All documents must be certified copies or originals, as indicated. Documents in a language other than English must be accompanied by a certified English translation.

Please check each item to confirm it is enclosed or will be provided:

• Certified copy of certificate of incorporation, certificate of formation, certificate of limited partnership, or equivalent organizational document

• Certified copy of constitutional documents (operating agreement, bylaws, limited partnership agreement, trust deed, articles of association, or equivalent)

• Certificate of good standing (or equivalent status certificate) issued by the jurisdiction of organization within thirty (30) days prior to the date of this questionnaire

• Government-issued photo identification for each Beneficial Owner and Control Person identified in Part II (passport or driver's license — copies must be clear and legible)

• Proof of residential address for each Beneficial Owner identified in Part II (utility bill or bank statement dated within three (3) months prior to the date of this questionnaire)

• Organizational chart showing the complete ownership structure of the Investor, from the Investor to the ultimate parent entity or ultimate beneficial owner(s)

• Board resolution, partnership authorization, trustee authorization, or equivalent evidence of authority to subscribe for interests in the Fund and to execute the Subscription Agreement and related documents

• Evidence of regulatory status, if applicable (e.g., insurance license, pension plan determination letter, sovereign wealth fund enabling legislation, bank charter, or registration certificate)

• IRS Form W-9 (for U.S. persons) or applicable IRS Form W-8 (W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable for non-U.S. persons) — see Exhibits A through E attached hereto

Note: The General Partner and Pinnacle Fund Services LLC reserve the right to request additional documentation from any Investor in connection with AML/KYC verification and enhanced due diligence reviews. Investors located in, or whose Beneficial Owners reside in, jurisdictions identified by the Financial Action Task Force (FATF) as having strategic AML/CFT deficiencies may be subject to additional scrutiny.

PART V — POLITICALLY EXPOSED PERSON (PEP) STATUS

Section 5.1 — PEP Determination

A "Politically Exposed Person" or "PEP" is defined, for purposes of this questionnaire, as a natural person who is or has been entrusted with a prominent public function, including but not limited to: a head of state, head of government, minister, deputy minister, or assistant minister; a member of parliament or a legislative body; a member of the governing body of a political party; a senior judicial official (e.g., a judge of a supreme court, constitutional court, or other high-level judicial body); a senior military official (e.g., a general officer or flag officer); a senior executive of a state-owned enterprise or government corporation; or any analogous position in a foreign government, as well as a close associate or immediate family member (e.g., spouse, parent, child, sibling, or in-law) of any such person.

1. Is the Investor, or any of its Beneficial Owners, directors, officers, or authorized signatories, a Politically Exposed Person?

• Yes

• No

2. If Yes, please provide the following information for each such individual:

PEP Individual 1:

PEP Individual 2:

(Attach additional sheets if necessary.)

Note: PEP status does not automatically preclude investment in the Fund but may require enhanced due diligence procedures to be conducted by Pinnacle Fund Services LLC and/or Calderwood & Harkness LLP prior to acceptance of the Investor's subscription. The General Partner reserves the right to request additional information from any Investor or its Beneficial Owners who are identified as PEPs.

PART VI — TAX IDENTIFICATION AND CLASSIFICATION

Section 6.1 — U.S. Tax Identification

1. U.S. Taxpayer Identification Number (TIN / EIN / SSN): __

2. Tax classification for U.S. federal income tax purposes (check one):

• Partnership (filing IRS Form 1065)

• C Corporation

• S Corporation

• Tax-exempt entity under IRC Section 501(a) (specify applicable subsection — e.g., 501(c)(3), 501(c)(4)): __

• Government entity / governmental plan

• Trust (specify type — grantor trust, simple trust, complex trust): __

• Disregarded entity (specify name and TIN of owner): __

• Individual

• Foreign entity (please complete Section 6.2 below)

• Other (specify): __

3. Is the Investor tax-exempt under the Internal Revenue Code?

• Yes

INVESTOR SUITABILITY QUESTIONNAIRE AND KNOW-YOUR-CUSTOMER FORM
HARROWGATE PRIVATE EQUITY FUND V LP (and its parallel vehicles: Harrowgate Fund V Parallel LP and Harrowgate Fund V Offshore SLP)
General Partner: Harrowgate Fund V GP LLC
Sponsor: Harrowgate Capital Partners LLC
CONFIDENTIALITY NOTICE: This questionnaire contains confidential and proprietary information. It is provided solely for the purpose of evaluating the suitability of a prospective limited partner and for compliance with applicable anti-money laundering, know-your-customer, tax, and securities law requirements. The information contained herein, and any information supplied in response to the questions set forth below, shall be treated as confidential by the General Partner, the Sponsor, and their respective affiliates, agents, and advisors. Completed questionnaires will be processed and reviewed by Pinnacle Fund Services LLC, as fund administrator, and by Calderwood & Harkness LLP, as fund counsel. No portion of this questionnaire, or any response hereto, may be reproduced or disclosed to any person other than the foregoing parties without the prior written consent of the prospective limited partner, except as required by applicable law, regulation, or order of a court or governmental authority.
INSTRUCTIONS TO PROSPECTIVE INVESTORS
Each prospective limited partner (the "Investor") must complete this questionnaire in its entirety and return it, together with all required supporting documentation, prior to acceptance of the Investor's subscription. Incomplete questionnaires may result in delay or rejection of the Investor's subscription. All information provided will be held in confidence, subject to disclosure as required by law, regulation, or order of a court or governmental authority. The Investor should consult with its own legal, tax, and financial advisors before completing this questionnaire or subscribing for interests in the Fund.
Questions regarding this questionnaire or the subscription process should be directed to:
Rachel M. Overton Partner, Head of Investor Relations Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803 Telephone: (302) 555-4800
Email: roverton@harrowgatecapital.com
David L. Prentiss Client Relationship Director Pinnacle Fund Services LLC 100 Summer Street, Suite 2400 Boston, MA 02110 Telephone: (617) 555-3200
Email: dprentiss@pinnaclefundservices.com
APPLICABLE FUND VEHICLE SELECTION
The Investor must indicate below the fund vehicle for which its subscription is being submitted. If the Investor intends to subscribe for interests in more than one vehicle, a separate questionnaire must be completed for each vehicle.
•  Harrowgate Private Equity Fund V LP (Main Fund — Delaware limited partnership)
•  Harrowgate Fund V Parallel LP (Parallel Fund — Delaware limited partnership)
•  Harrowgate Fund V Offshore SLP (Offshore Feeder — Cayman Islands segregated limited partnership)
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PART I — INVESTOR IDENTIFICATION AND GENERAL INFORMATION
Section 1.1 — Legal Name and Organization
Please provide the following information regarding the Investor. The legal name should be stated exactly as it will appear on the Subscription Agreement and the Agreement of Limited Partnership of the applicable fund vehicle. Any discrepancy between the name stated herein and the name used in the Investor's organizational documents may result in processing delays.
1. Full legal name of Investor (as it will appear on the Subscription Agreement and Limited Partnership Agreement):
________________________________________
2. Trade name(s) or d/b/a name(s), if any:
________________________________________
3. Type of entity (check all that apply):
•  Corporation (C Corporation or S Corporation)
•  Limited Partnership
•  Limited Liability Company
•  General Partnership
•  Trust (specify type — e.g., revocable, irrevocable, grantor, statutory, business, charitable): __
•  Sovereign Wealth Fund
•  Government Pension Plan
•  Endowment or Foundation
•  Insurance Company
•  Bank or Financial Institution
•  Fund of Funds
•  Individual
•  Joint Account (specify joint tenancy, tenants in common, or community property): __
•  Other (specify): __
4. Jurisdiction of organization or formation (state and/or country):
________________________________________
5. Date of organization or formation:
________________________________________
6. Organizational identification number (e.g., Delaware Secretary of State file number, company registration number, or equivalent identifier in the jurisdiction of formation):
________________________________________
7. Country of domicile for tax purposes (if different from the jurisdiction of organization or formation):
________________________________________
8. Is the Investor a "United States person" as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")?
•  Yes
•  No
Note: A "United States person" includes a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate (other than a foreign estate), and any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.
Section 1.2 — Contact Information
Please provide the following contact information for the Investor. The General Partner and fund administrator will use this information for all communications relating to capital calls, distributions, reporting, tax documents, and other Fund matters.
1. Principal business address:
2. Mailing address (if different from principal business address):
3. Primary contact person:
4. Secondary contact person:
5. Legal/compliance contact:
Section 1.3 — Capital Commitment
1. Amount of capital commitment (in U.S. dollars): $__
Note: The minimum capital commitment for the Fund is $10,000,000. The General Partner, Harrowgate Fund V GP LLC, in its sole discretion, reserves the right to waive or reduce the minimum capital commitment for any Investor.
2. Is the Investor a first close participant (targeting August 15, 2025)?
•  Yes
•  No
3. Has the Investor been introduced to the Fund by Osprey Capital Markets LLC (placement agent)?
•  Yes
•  No
If Yes, please identify the individual at Osprey Capital Markets LLC with whom the Investor has been in contact: __________
PART II — BENEFICIAL OWNERSHIP AND CONTROL
Section 2.1 — Beneficial Ownership Information
Pursuant to the Customer Due Diligence Requirements for Financial Institutions (31 C.F.R. § 1010.230) and applicable anti-money laundering laws and regulations, the Investor must identify all natural persons who, directly or indirectly, own twenty-five percent (25%) or more of the equity interests of the Investor (each, a "Beneficial Owner") and the individual with significant responsibility for managing or directing the Investor (the "Control Person"). If the Investor is a publicly traded company listed on a recognized securities exchange, or a subsidiary of such a company, the Investor may indicate such status below and is not required to identify individual Beneficial Owners under this section but must still identify the Control Person.
Is the Investor a publicly traded company on a recognized securities exchange, or a direct or indirect majority-owned subsidiary of such a company?
•  Yes (specify exchange and ticker symbol: __)
•  No
If the Investor answered "No" above, please complete the following table for each Beneficial Owner (up to four). If the Investor has more than four Beneficial Owners, please attach a separate schedule using the same format.
Beneficial Owner 1:
Beneficial Owner 2:
Beneficial Owner 3:
Beneficial Owner 4:
If the Investor is an entity with no individual owning twenty-five percent (25%) or more of its equity interests, please state the name of the ultimate parent entity and provide an organizational chart or narrative description of the ownership chain from the Investor to the ultimate parent entity or controlling individuals. Attach the organizational chart as a separate document if necessary.
Name of Ultimate Parent Entity: ______________________
Narrative Description of Ownership Chain (or indicate "See Attached Organizational Chart"):
________________________________________
________________________________________
________________________________________
Section 2.2 — Control Person
Regardless of whether any individual qualifies as a Beneficial Owner under Section 2.1 above, the Investor must identify below the individual who has significant responsibility for managing or directing the Investor's affairs (the "Control Person"). This individual may be a chief executive officer, chief financial officer, managing partner, managing member, trustee, or any other individual exercising day-to-day control over the Investor's operations.
Section 2.3 — Governmental or Sovereign Entities
This section must be completed if the Investor is a governmental entity, sovereign wealth fund, state-sponsored enterprise, government pension plan, or other entity organized, controlled, or funded by a governmental authority. Governmental pension plans (e.g., state pension systems) and sovereign wealth funds should complete this section even if they are otherwise exempt from certain beneficial ownership reporting requirements under 31 C.F.R. § 1010.230.
1. Is the Investor a governmental entity, sovereign wealth fund, or state-sponsored entity?
•  Yes
•  No (skip to Part III)
2. If Yes, identify the sovereign or governmental authority under which the Investor was established or by which it is controlled:
________________________________________
3. Identify the enabling legislation or governmental mandate pursuant to which the Investor was created:
________________________________________
4. Does the Investor claim sovereign immunity from suit, jurisdiction, attachment, or execution under the laws of any jurisdiction?
•  Yes (please describe the basis and scope of such immunity in Section 10.4 below)
•  No
5. Are the beneficial ownership disclosure requirements otherwise applicable to the Investor modified by applicable law? If so, please explain:
________________________________________
________________________________________
PART III — SOURCE OF FUNDS AND SOURCE OF WEALTH
Section 3.1 — Source of Funds
The Investor must identify the source of funds that will be used to satisfy capital calls in connection with its capital commitment to the Fund. This information is required for compliance with applicable anti-money laundering laws and regulations. Please check all categories that apply and provide a narrative description where indicated.
1. Description of the source of funds to be used for the capital commitment (check all that apply):
•  General account / investment portfolio of the Investor
•  Pension fund assets
•  Endowment / foundation assets
•  Insurance company general account assets
•  Sovereign wealth fund assets / government reserves
•  Family wealth / personal savings
•  Capital commitments from the Investor's own investors (for fund of funds or similar pooled vehicles)
•  Borrowed funds (specify lender and nature of arrangement): __
•  Other (describe): __
2. Narrative description of source of funds (if not adequately covered by the checkboxes above, or if the General Partner or fund administrator has specifically requested additional detail):
________________________________________
________________________________________
________________________________________
3. Confirmation: The Investor hereby confirms that the funds used to satisfy capital calls will not be directly or indirectly derived from any activity that would constitute a violation of applicable anti-money laundering laws, including, without limitation, the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act"), and any applicable regulations promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of the Treasury or the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, or any equivalent laws or regulations of any other jurisdiction applicable to the Investor.
•  Confirmed
Section 3.2 — Source of Wealth (for Individuals, Family Offices, and Private Entities)
If the Investor is a natural person, a family office, or a privately held entity (i.e., an entity that is not a regulated financial institution, publicly traded company, pension plan, endowment, foundation, sovereign wealth fund, or similar institutional investor), the Investor must describe the origin of the Investor's total wealth or net worth. This description should include, as applicable, the principal sources of income, capital gains, business income, inheritance, sale of a business or real property, professional earnings, or other significant contributions to the Investor's wealth.
1. Description of the origin of the Investor's total wealth or net worth:
________________________________________
________________________________________
________________________________________
2. If the Investor is a family office, identify the founding family and the principal source of the family's wealth:
Founding Family: ______________________
Principal Source of Family Wealth: ______________________
PART IV — OFAC / SANCTIONS SCREENING AND ANTI-MONEY LAUNDERING
Section 4.1 — OFAC and Sanctions Representations
The Investor represents and warrants to the General Partner, the Sponsor, and each of their respective affiliates, agents, and advisors as follows:
(a) Neither the Investor, nor any of its Beneficial Owners, directors, officers, authorized signatories, or any person or entity that directly or indirectly controls, is controlled by, or is under common control with the Investor, is a person or entity that is, or is owned or controlled by persons or entities that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"); or (ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions (which, as of the date of this questionnaire, include Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).
(b) The Investor is not, and no person or entity having a direct or indirect beneficial interest in the Investor or the Investor's capital commitment is, listed on the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List ("SSI List"), the Foreign Sanctions Evaders List, or any other sanctions-related list maintained by the foregoing authorities, including the Consolidated List maintained by His Majesty's Treasury or the consolidated sanctions list maintained by the European Union.
(c) No capital contribution made by the Investor to the Fund will constitute or be derived from property or funds in which a Sanctioned Person or a person or entity located in a Sanctioned Country has any interest, whether direct or indirect.
(d) The Investor will promptly notify the General Partner and Pinnacle Fund Services LLC in writing if any of the foregoing representations cease to be true and correct at any time during the term of the Fund.
Country of principal banking relationship: __
Name(s) and address(es) of the Investor's principal bank(s):
Section 4.2 — Anti-Money Laundering
1. Has the Investor or any of its Beneficial Owners, directors, officers, or authorized signatories ever been:
(a) Charged with, convicted of, or entered a plea of guilty or no contest (nolo contendere) to any offense involving money laundering, fraud, bribery, corruption, terrorist financing, tax evasion, or any similar offense in any jurisdiction?
•  Yes
•  No
If Yes, provide details (including name(s) of individual(s), nature of charge(s), jurisdiction, and disposition):
________________________________________
________________________________________
(b) Subject to any investigation, inquiry, or enforcement action by any governmental authority, regulatory body, law enforcement agency, or self-regulatory organization relating to money laundering, terrorist financing, sanctions evasion, or similar misconduct?
•  Yes
•  No
If Yes, provide details (including name(s) of individual(s), agency or authority conducting the investigation, nature of the investigation, and current status):
________________________________________
________________________________________
2. Has the Investor implemented an anti-money laundering compliance program in accordance with applicable laws and regulations?
•  Yes
•  No
If Yes, briefly describe the program (including whether it includes policies and procedures, designation of a compliance officer, employee training, and independent testing):
________________________________________
________________________________________
Section 4.3 — Required Supporting Documents (AML/KYC)
The Investor must attach or provide the following documents together with this questionnaire. All documents must be certified copies or originals, as indicated. Documents in a language other than English must be accompanied by a certified English translation.
Please check each item to confirm it is enclosed or will be provided:
•  Certified copy of certificate of incorporation, certificate of formation, certificate of limited partnership, or equivalent organizational document
•  Certified copy of constitutional documents (operating agreement, bylaws, limited partnership agreement, trust deed, articles of association, or equivalent)
•  Certificate of good standing (or equivalent status certificate) issued by the jurisdiction of organization within thirty (30) days prior to the date of this questionnaire
•  Government-issued photo identification for each Beneficial Owner and Control Person identified in Part II (passport or driver's license — copies must be clear and legible)
•  Proof of residential address for each Beneficial Owner identified in Part II (utility bill or bank statement dated within three (3) months prior to the date of this questionnaire)
•  Organizational chart showing the complete ownership structure of the Investor, from the Investor to the ultimate parent entity or ultimate beneficial owner(s)
•  Board resolution, partnership authorization, trustee authorization, or equivalent evidence of authority to subscribe for interests in the Fund and to execute the Subscription Agreement and related documents
•  Evidence of regulatory status, if applicable (e.g., insurance license, pension plan determination letter, sovereign wealth fund enabling legislation, bank charter, or registration certificate)
•  IRS Form W-9 (for U.S. persons) or applicable IRS Form W-8 (W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable for non-U.S. persons) — see Exhibits A through E attached hereto
Note: The General Partner and Pinnacle Fund Services LLC reserve the right to request additional documentation from any Investor in connection with AML/KYC verification and enhanced due diligence reviews. Investors located in, or whose Beneficial Owners reside in, jurisdictions identified by the Financial Action Task Force (FATF) as having strategic AML/CFT deficiencies may be subject to additional scrutiny.
PART V — POLITICALLY EXPOSED PERSON (PEP) STATUS
Section 5.1 — PEP Determination
A "Politically Exposed Person" or "PEP" is defined, for purposes of this questionnaire, as a natural person who is or has been entrusted with a prominent public function, including but not limited to: a head of state, head of government, minister, deputy minister, or assistant minister; a member of parliament or a legislative body; a member of the governing body of a political party; a senior judicial official (e.g., a judge of a supreme court, constitutional court, or other high-level judicial body); a senior military official (e.g., a general officer or flag officer); a senior executive of a state-owned enterprise or government corporation; or any analogous position in a foreign government, as well as a close associate or immediate family member (e.g., spouse, parent, child, sibling, or in-law) of any such person.
1. Is the Investor, or any of its Beneficial Owners, directors, officers, or authorized signatories, a Politically Exposed Person?
•  Yes
•  No
2. If Yes, please provide the following information for each such individual:
PEP Individual 1:
PEP Individual 2:
(Attach additional sheets if necessary.)
Note: PEP status does not automatically preclude investment in the Fund but may require enhanced due diligence procedures to be conducted by Pinnacle Fund Services LLC and/or Calderwood & Harkness LLP prior to acceptance of the Investor's subscription. The General Partner reserves the right to request additional information from any Investor or its Beneficial Owners who are identified as PEPs.
PART VI — TAX IDENTIFICATION AND CLASSIFICATION
Section 6.1 — U.S. Tax Identification
1. U.S. Taxpayer Identification Number (TIN / EIN / SSN): __
2. Tax classification for U.S. federal income tax purposes (check one):
•  Partnership (filing IRS Form 1065)
•  C Corporation
•  S Corporation
•  Tax-exempt entity under IRC Section 501(a) (specify applicable subsection — e.g., 501(c)(3), 501(c)(4)): __
•  Government entity / governmental plan
•  Trust (specify type — grantor trust, simple trust, complex trust): __
•  Disregarded entity (specify name and TIN of owner): __
•  Individual
•  Foreign entity (please complete Section 6.2 below)
•  Other (specify): __
3. Is the Investor tax-exempt under the Internal Revenue Code?
•  Yes
•  No
If Yes, please provide the IRS determination letter reference number and identify the applicable section of the Internal Revenue Code under which the exemption is claimed:
IRS Determination Letter Reference: ______________________
Applicable IRC Section: ______________________
Note: The Fund (Harrowgate Private Equity Fund V LP) is treated as a partnership for U.S. federal income tax purposes. The Fund will file IRS Form 1065 (U.S. Return of Partnership Income) for each taxable year and will issue Schedule K-1 (Partner's Share of Income, Deductions, Credits, etc.) to each limited partner. The Fund's fiscal year is the calendar year (January 1 through December 31). Schedule K-1s are generally expected to be furnished on or before March 15 of the year following the close of each fiscal year, subject to extensions.
Section 6.2 — Non-U.S. Tax Information
This section must be completed by any Investor that is not a "United States person" as defined in Section 7701(a)(30) of the Code.
1. Country of tax residence: __
2. Tax identification number in country of residence: __
3. Does the Investor have a permanent establishment or fixed base in the United States within the meaning of any applicable U.S. income tax treaty or Section 864(b) of the Code?
•  Yes
•  No
4. Is the Investor eligible for benefits under a U.S. income tax treaty?
•  Yes
•  No
If Yes, specify treaty country and applicable article: __
5. Applicable IRS Form attached (check one):
•  W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting — Individuals) — see Exhibit C
•  W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting — Entities) — see Exhibit B
•  W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting) — see Exhibit D
•  W-8ECI (Certificate of Foreign Person's Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States)
•  W-8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding and Reporting) — see Exhibit E
PART VII — FATCA AND CRS SELF-CERTIFICATION
Section 7.1 — FATCA (Foreign Account Tax Compliance Act)
The Foreign Account Tax Compliance Act ("FATCA"), enacted as Sections 1471 through 1474 of the Internal Revenue Code, and regulations promulgated thereunder, impose reporting and withholding requirements on certain foreign financial institutions and other non-U.S. entities. The Investor must provide the following information to enable the Fund and its administrator to comply with FATCA.
1. Is the Investor a "Foreign Financial Institution" ("FFI") as defined under FATCA?
•  Yes
•  No
If Yes, indicate the Investor's FATCA classification (check one):
•  Participating FFI
Global Intermediary Identification Number (GIIN): __
•  Deemed-Compliant FFI (including Registered Deemed-Compliant FFI and Certified Deemed-Compliant FFI)
GIIN (if applicable): __
•  Exempt Beneficial Owner (e.g., foreign central bank, government entity, international organization)
•  Non-participating FFI
•  Other (specify): __
2. Is the Investor a "Non-Financial Foreign Entity" ("NFFE")?
•  Yes
•  No
If Yes, indicate the Investor's NFFE classification:
•  Active NFFE (describe the nature of the Investor's active business activity): __
•  Passive NFFE — The Investor must provide the following information for each "Controlling Person" (as defined under FATCA): name, address, TIN, and country of tax residence. Please attach a separate schedule if necessary.
•  Excepted NFFE (specify category — e.g., publicly traded NFFE, NFFE that is a nonprofit organization, direct reporting NFFE): __
3. Is the Investor a "Specified U.S. Person" for FATCA purposes?
•  Yes
•  No
If No, specify the exemption category (e.g., tax-exempt organization, publicly traded corporation, governmental entity, bank, registered investment company, common trust fund, real estate investment trust, regulated investment company, or dealer in securities): __
Section 7.2 — Common Reporting Standard (CRS)
This section is required for investors subscribing for interests in the Harrowgate Fund V Offshore SLP (Offshore Feeder — Cayman Islands) and may be required by Pinnacle Fund Services LLC or local authorities in any CRS-participating jurisdiction. The Common Reporting Standard, developed by the Organisation for Economic Co-operation and Development (OECD), provides for the automatic exchange of financial account information between tax authorities of participating jurisdictions.
1. Country(ies) of tax residence under CRS: __
2. Tax identification number(s) in each country of tax residence: __
3. CRS entity classification (check one):
•  Financial Institution — Reporting Financial Institution (specify type — e.g., Custodial Institution, Depository Institution, Investment Entity, Specified Insurance Company): __
•  Financial Institution — Non-Reporting Financial Institution (specify category): __
•  Active Non-Financial Entity (Active NFE) — specify the basis for Active NFE status (e.g., less than 50% of gross income is passive income, publicly traded entity, governmental entity, international organization, central bank): __
•  Passive Non-Financial Entity (Passive NFE) — The Investor must identify each Controlling Person and provide the information requested in the table below.
•  Government Entity / International Organization / Central Bank
•  Other (specify): __
4. For Passive NFEs only — Controlling Person Information:
Please provide the following information for each Controlling Person of the Investor. A "Controlling Person" means the natural person(s) who exercise control over an entity, which generally corresponds to the "Beneficial Owner" concept for AML/KYC purposes.
(Attach additional sheets if necessary.)
Note: Investors should consult with their own tax advisors regarding their obligations under CRS and any applicable intergovernmental agreements between their country of tax residence and the Cayman Islands (or other relevant jurisdictions).
PART VIII — ACCREDITED INVESTOR AND QUALIFIED PURCHASER STATUS
Section 8.1 — Accredited Investor Representations (Regulation D, Rule 506(b))
The offering of limited partnership interests in the Fund is being made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. Each Investor must qualify as an "accredited investor" as defined in Rule 501(a) of Regulation D. The Investor represents and warrants that it qualifies as an accredited investor under one or more of the following categories. Please check each category that applies to the Investor:
•  (a)(1) — A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; an insurance company as defined in Section 2(a)(13) of the Securities Act; a registered investment company under the Investment Company Act of 1940; a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
•  (a)(2) — An employee benefit plan within the meaning of Title I of ERISA if (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is a bank, savings and loan association, insurance company, or registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000, or (iii) it is a self-directed plan in which each participant is an accredited investor.
•  (a)(3) — A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
•  (a)(5) — A natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000, excluding the value of the person's primary residence.
•  (a)(6) — A natural person who had individual income in excess of $200,000 in each of the two most recent calendar years, or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.
•  (a)(7) — A director, executive officer, or general partner of the issuer of the securities being offered or sold, or a director, executive officer, or general partner of a general partner of that issuer.
•  (a)(8) — An entity in which all of the equity owners are accredited investors (in which case, each equity owner's basis for accredited investor status must be identified on a separate schedule).
•  (a)(9) — An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
•  (a)(12) — A "knowledgeable employee" as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being offered, who participates in the investment activities of the issuer, its affiliates, or the investment adviser.
•  (a)(13) — A "family office" as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, with assets under management in excess of $5,000,000, that is not formed for the specific purpose of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment, and any "family client" (as defined in Rule 202(a)(11)(G)-1) of such a family office.
•  Other category (specify, including any additional categories under Rule 501(a) as amended from time to time): __
Section 8.2 — Qualified Purchaser Representations (Section 3(c)(7) of the Investment Company Act of 1940)
The Fund relies on the exclusion from registration as an investment company under Section 3(c)(7) of the Investment Company Act of 1940 (the "Investment Company Act"). Section 3(c)(7) provides that a fund whose outstanding securities are owned exclusively by persons who, at the time of acquisition, are "qualified purchasers" (as defined in Section 2(a)(51) of the Investment Company Act) shall not be deemed to be an investment company. Accordingly, each Investor must represent and warrant that it is a "qualified purchaser." Please check the applicable category:
•  (A) — A natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section 3(c)(7) with that person's qualified purchaser spouse) who owns not less than $5,000,000 in "investments" (as defined in Rule 2a51-1 under the Investment Company Act).
•  (B) — A company that is owned directly or indirectly by or for two (2) or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons (a "family-owned company"), that owns not less than $5,000,000 in investments.
•  (C) — A trust that is not covered by clause (B) and that was not formed for the specific purpose of acquiring the securities offered, as to which each trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a qualified purchaser.
•  (D) — A person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in investments.
•  Knowledgeable Employee — A "knowledgeable employee" as defined in Rule 3c-5(a)(4) under the Investment Company Act, of the Fund, the General Partner, the Sponsor, or their affiliates.
If the Investor is a "look-through" entity (e.g., a fund of funds, partnership, limited liability company, or other pooled investment vehicle), please confirm that each beneficial owner of the Investor is a qualified purchaser or that the entity itself qualifies under clause (D) above:
________________________________________
________________________________________
Section 8.3 — Qualified Eligible Person (QEP) Representations
If any portfolio investment of the Fund may involve commodity interests, including swaps, futures, or options on futures, the Fund may be required to comply with the exemption provisions of Regulation 4.7 under the Commodity Exchange Act. In such case, each Investor may be required to qualify as a "qualified eligible person" ("QEP") as defined in CFTC Regulation 4.7.
Does the Investor qualify as a QEP under CFTC Regulation 4.7?
•  Yes
•  No
•  Not applicable (the Investor does not anticipate that its investment will involve commodity interests)
PART IX — ERISA AND BENEFIT PLAN INVESTOR STATUS
Section 9.1 — ERISA Classification
The Fund intends to limit "benefit plan investors" (as defined under 29 C.F.R. § 2510.3-101(f), as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to less than twenty-five percent (25%) of each class of equity interests in the Fund in order to avoid the Fund's assets being treated as "plan assets" under ERISA and the regulations promulgated by the U.S. Department of Labor thereunder. Each Investor must complete this section to enable the General Partner to monitor compliance with the twenty-five percent (25%) threshold on an ongoing basis. The General Partner reserves the right to compulsorily redeem, in whole or in part, the interest of any limited partner if, in the General Partner's sole discretion, such redemption is necessary to maintain compliance with the twenty-five percent (25%) limitation.
Please check the applicable category:
 Not a Benefit Plan Investor — The Investor is not (a) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Part 4 of Title I of ERISA, (b) a "plan" described in Section 4975(e)(1) of the Internal Revenue Code that is subject to Section 4975 of the Code (including an individual retirement account ("IRA") or a Keogh plan), or (c) an entity whose underlying assets include "plan assets" by reason of an investment by such a plan or plans in the entity (a "Plan Asset Entity").
 A Benefit Plan Investor — The Investor is or includes one of the following:
•  An employee benefit plan subject to Part 4 of Title I of ERISA (e.g., a corporate defined benefit or defined contribution pension plan, 401(k) plan, or profit-sharing plan)
•  A plan described in Section 4975(e)(1) of the Code (e.g., an individual retirement account, Keogh plan, or other tax-favored savings arrangement subject to Section 4975 of the Code)
•  An entity holding plan assets (Plan Asset Entity) — specify the percentage of the Investor's assets that constitute plan assets: __%
•  An insurance company investing general account assets that include plan assets — specify the percentage of general account assets that constitute plan assets: __%
 A Governmental Plan — The Investor is a governmental plan as defined in Section 3(32) of ERISA (e.g., a state, county, or municipal pension system, or a plan established or maintained by the government of the United States, a state, or any political subdivision thereof, or any agency or instrumentality of any of the foregoing). Note: Governmental plans are not subject to the fiduciary and prohibited transaction provisions of Title I of ERISA but may be subject to the prohibited transaction rules of Section 4975 of the Internal Revenue Code and/or applicable state constitutional, statutory, or common law fiduciary standards.
 A Church Plan — The Investor is a church plan as defined in Section 3(33) of ERISA that has not made an election under Section 410(d) of the Code to be treated as a plan subject to ERISA.
 A Tax-Exempt Entity (Non-Plan) — The Investor is a tax-exempt entity (e.g., an endowment, foundation, or charitable organization described in Section 501(c)(3) of the Code) that is not an employee benefit plan subject to Title I of ERISA or a plan described in Section 4975(e)(1) of the Code.
Section 9.2 — ERISA Fiduciary Representations (if Benefit Plan Investor)
If the Investor is a Benefit Plan Investor, the Investor represents, warrants, and confirms the following:
(a) The decision to invest in the Fund was made by a fiduciary with respect to the plan (within the meaning of Section 3(21) of ERISA and/or Section 4975(e)(3) of the Code, as applicable) that is independent of Harrowgate Capital Partners LLC, Harrowgate Fund V GP LLC, and their respective affiliates, directors, officers, employees, and agents.
(b) The investment in the Fund is consistent with the plan's written investment policy statement, governing instruments, and applicable fiduciary standards, including the duty of prudence and the duty of loyalty under Section 404 of ERISA (or any analogous standard applicable to the plan under applicable law).
(c) The fiduciary has considered the diversification requirements applicable to the plan's investment portfolio under Section 404(a)(1)(C) of ERISA (or any analogous standard applicable to the plan under applicable law) and has determined that the investment in the Fund is consistent with such requirements.
Name and title of the ERISA fiduciary authorizing the investment: __
Section 9.3 — UBTI Sensitivity
Certain tax-exempt investors, including university endowments, private foundations, and other organizations exempt from federal income tax under Section 501(a) of the Code, may be subject to tax on "unrelated business taxable income" ("UBTI") under Sections 511 through 514 of the Code. UBTI may arise from, among other things, investments financed with acquisition indebtedness or from certain operating businesses.
1. Does the Investor require investments to be structured to minimize or eliminate UBTI?
•  Yes
•  No
2. If Yes, will the Investor invest through HGF V blocker Corp. (the "Blocker" entity) or the Harrowgate Fund V Parallel LP?
•  blocker
•  Parallel Fund
•  To be determined
Note: Tax-exempt investors such as university endowments, private foundations, and other Section 501(c)(3) organizations may prefer to invest through HGF V blocker Corp., a Delaware corporation that serves as a "Blocker" vehicle to mitigate UBTI exposure arising from leveraged portfolio investments. Investors should consult with their own tax advisors regarding the appropriateness of investing through the blocker or the Parallel Fund. The General Partner and Calderwood & Harkness LLP can provide additional information regarding the blocker structure upon request.
PART X — ADDITIONAL REGULATORY AND LEGAL REPRESENTATIONS
Section 10.1 — Investment Company Status
1. Is the Investor an investment company registered under the Investment Company Act of 1940?
•  Yes
•  No
2. Is the Investor a company that would be an investment company but for the exemptions provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act?
•  Yes
•  No
If Yes to either of the above, specify the nature of the entity and the applicable exemption or registration status: __
3. If the Investor is a Section 3(c)(1) or Section 3(c)(7) fund, does the Investor "look through" to its beneficial owners for qualified purchaser or accredited investor purposes?
•  Yes
•  No
Section 10.2 — Regulated Entity Status
1. Is the Investor subject to regulation by any financial, insurance, banking, or securities regulatory authority in any jurisdiction?
•  Yes
•  No
If Yes, identify the regulator(s) and jurisdiction(s): __
2. Does the Investor require any regulatory approval prior to making this investment?
•  Yes
•  No
If Yes, describe the nature of the required approval and the expected timeline for obtaining it: __
3. Does the Investor require specific reporting formats or schedules to comply with regulatory requirements (e.g., NAIC Schedule D reporting for insurance companies, statutory financial statement reporting, or other specialized reporting)?
•  Yes
•  No
If Yes, describe the required format(s) and schedule(s): __
Section 10.3 — Public Records / Freedom of Information Act (FOIA)
1. Is the Investor subject to public records, freedom of information, open records, or sunshine laws or regulations in any jurisdiction that may require public disclosure of the Investor's investment in the Fund, the terms of the Fund, the contents of side letters, Fund performance information, or other confidential Fund information?
•  Yes
•  No
If Yes, identify the applicable law(s) and the jurisdiction(s): __
Note: Governmental plan investors (e.g., state and municipal pension systems) and sovereign investors are reminded of their potential obligations under applicable FOIA, open records, and public disclosure laws. The General Partner is willing to discuss specific protections and procedures that may be negotiated in the Investor's side letter agreement to address FOIA and public records obligations while balancing the Fund's confidentiality interests.
Section 10.4 — Sovereign Immunity
Does the Investor claim or enjoy sovereign immunity from suit, jurisdiction, attachment, or execution under the laws of any jurisdiction (including the Foreign Sovereign Immunities Act of 1976, 28 U.S.C. §§ 1602–1611)?
•  Yes
•  No
If Yes, identify the basis, scope, and any limitations of such immunity:
________________________________________
________________________________________
Section 10.5 — Bad Actor Representations (Rule 506(d))
Rule 506(d) of Regulation D disqualifies an offering from reliance on the Rule 506 safe harbor if the issuer or any "covered person" (as defined in Rule 506(d)(1)) is subject to a "disqualifying event." Covered persons include, among others, any beneficial owner of twenty percent (20%) or more of the issuer's outstanding voting equity securities (calculated on the basis of voting power).
1. Is the Investor, or any person covered under Rule 506(d) of Regulation D with respect to the Investor (including any Beneficial Owner owning twenty percent (20%) or more of the Investor's outstanding voting equity securities), subject to a "disqualifying event" as described in Rule 506(d)(1)?
•  Yes
•  No
If Yes, provide details (including the nature of the disqualifying event, the identity of the covered person, and any applicable exception under Rule 506(d)(2) or (3)):
________________________________________
________________________________________
Section 10.6 — Placement Agent Disclosure
1. Was the Investor introduced to the Fund or solicited by Osprey Capital Markets LLC or any other placement agent, broker-dealer, finder, or intermediary?
•  Yes
•  No
If Yes, identify the firm and individual:
Firm: ______________________
Individual: ______________________
2. Has the Investor been provided with Osprey Capital Markets LLC's Form CRS (Customer Relationship Summary) or equivalent disclosure documents?
•  Yes
•  No
•  Not applicable (the Investor was not introduced by Osprey Capital Markets LLC)
Note: Osprey Capital Markets LLC, a Delaware limited liability company and SEC-registered broker-dealer (CRD No. 175392; FINRA member), serves as the exclusive placement agent for the Fund. Investors introduced to the Fund by Osprey Capital Markets LLC or its registered representatives should be aware that Osprey Capital Markets LLC receives a placement fee equal to 1.25% of committed capital placed by Osprey Capital Markets LLC, which fee is paid by the Sponsor (Harrowgate Capital Partners LLC) and not by the Fund. This arrangement is further described in the Confidential Private Placement Memorandum and the Subscription Agreement.
Section 10.7 — Sharia Compliance
1. Does the Investor require that its investments comply with Sharia (Islamic law) principles?
•  Yes
•  No
2. If Yes, does the Investor require excuse rights with respect to investments that are not Sharia-compliant (e.g., investments in businesses involved in alcohol, pork products, conventional financial services, gambling, or defense/weapons)?
•  Yes
•  No
Note: Sharia compliance screening, excuse rights, and related accommodations may be addressed in the Investor's side letter agreement with the General Partner. The General Partner is willing to discuss Sharia compliance matters with prospective investors and their advisors on a case-by-case basis.
PART XI — ELECTRONIC DELIVERY AND COMMUNICATIONS
Section 11.1 — Election for Electronic Delivery
The General Partner and Pinnacle Fund Services LLC maintain a secure investor portal and electronic communication system through which Fund-related documents, notices, and reports may be delivered to limited partners. The Investor may elect to receive some or all Fund communications electronically, which shall constitute valid and effective delivery under the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP.
1. The Investor elects to receive Fund documents and communications electronically (via email or the secure investor portal maintained by Pinnacle Fund Services LLC):
•  Yes — electronic delivery for all documents listed below
•  No — the Investor requests hard copy delivery of all documents
2. If Yes, please indicate the specific categories of documents the Investor elects to receive electronically (check all that apply):
•  Capital call notices
•  Distribution notices
•  Quarterly and annual reports (including quarterly letters, investment activity reports, and portfolio summaries)
•  Schedule K-1s and other tax reporting documents
•  Financial statements audited by Caldwell, Fitch & Hartley LLP
•  LPAC (Limited Partner Advisory Committee) and limited partner meeting materials
•  All other Fund communications (including amendments, waivers, consent solicitations, and general correspondence)
3. Email address(es) for electronic delivery:
Primary Email: ______________________
Secondary Email (optional): ______________________
4. The Investor acknowledges and agrees that electronic delivery of documents and communications to the email address(es) specified above, or through the secure investor portal, shall constitute valid notice under the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP and shall be deemed received by the Investor on the date of transmission (or, in the case of portal postings, on the date the document is posted and notice of such posting is sent to the Investor's email address).
•  Acknowledged
PART XII — WIRE TRANSFER AND BANKING INFORMATION
Section 12.1 — Funding Account (for Capital Contributions)
Please provide the banking information for the account from which the Investor will fund capital contributions. All capital contributions must be made in U.S. dollars by wire transfer. The General Partner and Pinnacle Fund Services LLC will verify that the remitting account matches the information provided below. Capital contributions received from an account other than the account specified herein may be rejected or returned, in the General Partner's sole discretion.
Note: Capital contributions will be wired by the Investor to the Fund's custodian account at Ridgeway Trust Company, 1100 North Market Street, Wilmington, DE 19801, per wire transfer instructions to be provided in each capital call notice. The Investor should not wire funds until it has received and reviewed the applicable capital call notice and confirmed the wire instructions set forth therein.
Section 12.2 — Distribution Account (for Distributions)
Please provide the banking information for the account to which distributions should be directed. Distributions will be made by the General Partner via wire transfer to the account designated below. Changes to distribution account information must be submitted in writing (with original signature) to Pinnacle Fund Services LLC and the General Partner at least ten (10) business days prior to any scheduled distribution date.
Note: Distributions will be made by the General Partner via wire transfer to the account designated above. If the Investor's funding account and distribution account are the same, the Investor may indicate "Same as Section 12.1" above. The General Partner shall not be liable for any loss or delay arising from incorrect or incomplete banking information provided by the Investor.
PART XIII — AUTHORIZED SIGNATORIES AND POWER OF ATTORNEY
Section 13.1 — Authorized Signatories
Please list below all individuals authorized to execute the Subscription Agreement, side letter agreements, capital call funding instructions, transfer requests, and any other Fund documents on behalf of the Investor. The General Partner and Pinnacle Fund Services LLC will rely on this list in processing instructions and requests from the Investor. Any changes to the list of authorized signatories must be communicated to Pinnacle Fund Services LLC in writing, accompanied by a new board resolution, partnership authorization, or equivalent evidence of authority.
Please attach a certified copy of the board resolution, partnership authorization, trustee authorization, or equivalent evidence of authority authorizing each of the above-named individuals to act on behalf of the Investor in connection with the Investor's subscription for interests in the Fund. A template board resolution is provided as Exhibit G to this questionnaire.
Section 13.2 — Power of Attorney Acknowledgment
By executing the Subscription Agreement for the Fund, the Investor will grant an irrevocable power of attorney to Harrowgate Fund V GP LLC, as General Partner, to execute and file, on behalf of the Investor, certain documents and instruments as set forth in the Agreement of Limited Partnership of the applicable fund vehicle. Such documents and instruments may include, without limitation, amendments to the Limited Partnership Agreement, amendments to the Certificate of Limited Partnership, filings required under applicable federal, state, and local laws (including state tax filings and business qualification filings), and tax elections (including elections under Section 754 of the Internal Revenue Code). The power of attorney is coupled with an interest and shall survive the disability, incapacity, death, dissolution, or termination of the Investor, and shall be binding upon the Investor's successors, assigns, heirs, and legal representatives.
The Investor acknowledges and consents to the grant of such power of attorney:
•  Yes
PART XIV — REPRESENTATIONS, WARRANTIES, AND CERTIFICATIONS
Section 14.1 — Investor Representations and Warranties
The Investor hereby makes the following representations and warranties to the General Partner, the Sponsor, and each of their respective affiliates, successors, and assigns as of the date hereof and as of the date of each capital contribution made by the Investor to the Fund:
1. The Investor has full power, authority, and legal capacity to execute and deliver the Subscription Agreement and this questionnaire, to make and perform its capital commitment to the Fund, and to consummate the transactions contemplated hereby and by the Agreement of Limited Partnership. The execution, delivery, and performance of the Subscription Agreement and this questionnaire have been duly authorized by all necessary action on the part of the Investor, including any required approvals by the Investor's governing body, board of directors, trustees, partners, members, or other authorizing persons.
2. The investment in the Fund is being made for the Investor's own account (or for the accounts specified herein) and not with a view to distribution, resale, or transfer of the limited partnership interests in violation of the Securities Act of 1933, as amended, or any applicable state or foreign securities laws. The Investor understands that the limited partnership interests have not been and will not be registered under the Securities Act or any state securities laws and that the interests may not be sold, transferred, pledged, or otherwise disposed of except in compliance with the Securities Act, applicable state securities laws, and the terms of the Limited Partnership Agreement.
3. The Investor acknowledges that the limited partnership interests have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and that the interests are being offered and sold in reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act and the exemption from investment company registration under Section 3(c)(7) of the Investment Company Act of 1940.
4. The Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as evidenced by the representations made in Part VIII of this questionnaire.
5. The Investor has received and reviewed the Confidential Private Placement Memorandum of Harrowgate Private Equity Fund V LP dated June 2025 (the "PPM"), the Agreement of Limited Partnership of the applicable fund vehicle (the "LPA"), and such other documents, information, and materials as the Investor has deemed necessary or appropriate in connection with its decision to invest in the Fund. The Investor has had the opportunity to ask questions of, and receive answers from, representatives of the General Partner and the Sponsor concerning the Fund, the terms and conditions of the offering, and any other matters relevant to the Investor's investment decision, and all such questions have been answered to the Investor's satisfaction.
6. The Investor acknowledges that Harrowgate Capital Partners LLC is registered as an investment adviser with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended (SEC File No. 801-79223; CRD No. 298417). The Investor further acknowledges that such registration does not imply any particular level of skill or training and does not constitute an endorsement of the Sponsor by the SEC.
7. All information provided by the Investor in this questionnaire and in any supporting documentation is true, correct, complete, and not misleading as of the date of execution hereof, and the Investor will promptly notify the General Partner and Pinnacle Fund Services LLC in writing of any material changes to such information during the term of the Fund.
8. Neither the Investor, nor any of its Beneficial Owners, directors, officers, or authorized signatories, is a person or entity subject to OFAC Sanctions, and the Investor's funds that will be used to satisfy capital calls are not derived, directly or indirectly, from any unlawful activity, including any activity that would violate applicable anti-money laundering laws and regulations.
9. The Investor will comply with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act, and any regulations promulgated by FinCEN or OFAC, and will cooperate fully with the General Partner and Pinnacle Fund Services LLC in connection with any anti-money laundering or sanctions compliance inquiries.
Section 14.2 — Ongoing Obligations
The Investor acknowledges and agrees to the following ongoing obligations in connection with its investment in the Fund:
(a) The Investor agrees to promptly update the information provided in this questionnaire and any supporting documentation if such information becomes materially inaccurate, incomplete, or misleading at any time during the term of the Fund. Without limiting the foregoing, the Investor agrees to provide updated information promptly upon any change in the Investor's beneficial ownership, control, tax status, ERISA status, regulatory status, sanctions exposure, or any other material information relevant to the Investor's investment in the Fund.
(b) The Investor agrees to cooperate with Pinnacle Fund Services LLC and the General Partner in connection with any enhanced due diligence, periodic review, re-verification, or follow-up requests made in accordance with applicable AML/KYC laws and regulations, and to provide any additional documentation or information reasonably requested by the General Partner or Pinnacle Fund Services LLC.
(c) The Investor acknowledges that failure to provide required KYC/AML documentation, failure to respond to requests for updated information, or the provision of materially false or misleading information may result in: (i) the General Partner's refusal to accept the Investor's subscription; (ii) if the Investor has been admitted as a limited partner, the compulsory redemption or forced transfer of the Investor's interest in the Fund in accordance with the terms of the Limited Partnership Agreement; (iii) the suspension of distributions to the Investor; or (iv) such other action as the General Partner, in its sole discretion, deems necessary or appropriate to comply with applicable law.
PART XV — SIGNATURE PAGE
Section 15.1 — Execution
By signing below, the undersigned, on behalf of the Investor (or, in the case of an individual investor, in his or her own capacity), confirms that:
(i) the undersigned has carefully reviewed and completed this Investor Suitability Questionnaire and Know-Your-Customer Form in its entirety;
(ii) all information

INVESTOR SUITABILITY QUESTIONNAIRE AND KNOW-YOUR-CUSTOMER FORM

INSTRUCTIONS TO PROSPECTIVE INVESTORS

APPLICABLE FUND VEHICLE SELECTION

Record

Parties

Dates

Amounts