LIMITED PARTNER ADVISORY COMMITTEE CHARTER AND TERMS OF REFERENCE
HARROWGATE PRIVATE EQUITY FUND V LP a Delaware limited partnership (the "Fund")
General Partner: Harrowgate Fund V GP LLC, a Delaware limited liability company (the "General Partner"), whose sole member is Harrowgate Capital Partners LLC, a Delaware limited liability company (the "Sponsor")
Effective as of the date of the First Close (Target: August 15, 2025)
This Limited Partner Advisory Committee Charter and Terms of Reference (this "Charter") is adopted by the General Partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership, pursuant to Section 11.1 of the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of August 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA").
Capitalized terms used but not defined herein shall have the meanings given to them in the Partnership Agreement. This Charter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.
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ARTICLE I — PURPOSE AND ESTABLISHMENT
Section 1.1 — Establishment of the LPAC
The General Partner hereby establishes a Limited Partner Advisory Committee (the "LPAC" or the "Committee") for Harrowgate Private Equity Fund V LP. The LPAC is established to serve in a consultative and advisory capacity to the General Partner on certain matters as set forth herein and in the Partnership Agreement, and to foster transparency and constructive dialogue between the General Partner and the Fund's Limited Partners regarding Fund governance, potential conflicts of interest, and other matters of significance to the Fund's investor base.
The LPAC is not a governing body of the Fund and does not have the authority to manage, control, or direct the business and affairs of the Fund, which authority is vested exclusively in the General Partner pursuant to the Partnership Agreement and applicable Delaware law, including the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.). The establishment of the LPAC shall not alter or diminish the powers and authority of the General Partner as set forth in the Partnership Agreement or give rise to any inference that the LPAC exercises control over, or participates in the control of, the Fund's business.
Section 1.2 — Purpose
The LPAC is established for the following purposes:
(a) To review and, where required by the Partnership Agreement, approve or consent to certain transactions and matters involving actual or potential conflicts of interest between the General Partner (or its affiliates, principals, or related persons) and the Fund or the Limited Partners;
(b) To consult on valuation matters referred to it by the General Partner, including the review of valuation methodologies and conclusions presented by the General Partner on at least an annual basis;
(c) To approve or consent to certain waivers of investment restrictions and guidelines as set forth in the Partnership Agreement, upon the request of the General Partner;
(d) To approve or consent to extensions of the Fund Term beyond those that the General Partner is entitled to effect at its sole discretion under the Partnership Agreement;
(e) To serve as a forum for communication and consultation between the General Partner and the Limited Partners on matters of Fund governance, operations, fees and expenses, and such other matters as the General Partner may, in its discretion, bring before the LPAC; and
(f) To perform such other advisory functions as are contemplated by the Partnership Agreement or this Charter.
For the avoidance of doubt, the LPAC's role is advisory and consultative in nature, except where the Partnership Agreement expressly requires the LPAC's approval or consent as a condition to the General Partner taking or refraining from taking a specified action. Fiduciary duties do not attach to LPAC Members in their capacity as such, and LPAC Members shall not be deemed to be agents, trustees, or fiduciaries of the Fund, the General Partner, or any other Limited Partner by reason of their service on the LPAC.
ARTICLE II — COMPOSITION AND MEMBERSHIP
Section 2.1 — Number of Members
The LPAC shall consist of five (5) members (each, a "Member" and, collectively, the "Members"). Three (3) Members shall be designated at the First Close of the Fund. The remaining two (2) Members shall be designated by the General Partner, in consultation with the existing Members, at subsequent closings or as vacancies arise, but in any event no later than the Final Close Deadline (February 15, 2027). In the period between the First Close and the designation of the fourth and fifth Members, the LPAC shall function with three (3) Members, and all quorum and voting thresholds shall be adjusted accordingly as set forth in Article III.
Section 2.2 — Initial Members
The following Limited Partners (or their designated representatives) are anticipated to be designated as the initial three (3) Members of the LPAC at the First Close:
(a) Northmoor State Pension System (anticipated capital commitment: $200,000,000) — designated representative: Helen T. Barrows, Director of Private Markets;
(b) Edgecombe Insurance Group Ltd. (anticipated capital commitment: $150,000,000) — designated representative: Alastair G. Dunmore, Head of Alternative Investments; and
(c) The Kingsbridge Endowment Fund (anticipated capital commitment: $100,000,000) — designated representative: Dr. Philip W. Sheng, Chief Investment Officer.
Each initial Member's appointment to the LPAC is subject to confirmation upon such Member's execution and delivery of its respective Subscription Agreement and any applicable Side Letter to the General Partner. In the event that any anticipated initial Member does not execute a Subscription Agreement at or prior to the First Close, the General Partner shall designate a replacement Member from among the Limited Partners admitted at the First Close.
Section 2.3 — Selection Criteria
Members shall be selected from among Limited Partners with meaningful capital commitments to the Fund. In selecting Members, the General Partner shall endeavor to maintain a diverse and representative LPAC that reflects the breadth and composition of the Fund's investor base, including, as applicable, representation from among pension plans, endowments and foundations, insurance companies, sovereign wealth funds, funds of funds, family offices, and other institutional investors.
LPAC membership is available to investors in the Main Fund (Harrowgate Private Equity Fund V LP), the Parallel Fund (Harrowgate Fund V Parallel LP), and the Offshore Feeder (Harrowgate Fund V Offshore SLP), as each such vehicle invests alongside the Main Fund on a pro rata basis and participates in the same investment program. A Limited Partner's membership in the LPAC shall not be conditioned upon its investment through any particular vehicle within the fund complex.
Section 2.4 — Observer Status
The General Partner may, in its sole discretion, grant observer status to one or more Limited Partners, permitting such Limited Partners (through their designated representatives) to attend LPAC meetings in a non-voting, advisory capacity. Observers shall not be counted for purposes of determining a quorum and shall not have the right to vote on any matter presented to the LPAC, but may participate in discussions at the invitation of the General Partner or the Members. Observers shall be bound by the same confidentiality obligations applicable to Members as set forth in Article VII of this Charter.
The General Partner acknowledges that certain Side Letters may provide for LPAC observer rights. By way of example, the Tidewater Sovereign Investment Authority has been granted LPAC observer rights pursuant to its negotiated Side Letter, and such rights shall be honored in accordance with the terms thereof, subject to the confidentiality and other provisions of this Charter.
Section 2.5 — Designated Representatives
Each Member shall designate one (1) individual to serve as its representative on the LPAC (the "Designated Representative") and one (1) alternate representative (the "Alternate Representative"). The Designated Representative shall be the primary attendee at LPAC meetings and shall have full authority to act and vote on behalf of such Member. In the absence or unavailability of the Designated Representative, the Alternate Representative shall be entitled to attend and participate in meetings and to cast votes on behalf of such Member with the same authority as the Designated Representative.
All designations and changes of Designated Representatives and Alternate Representatives shall be communicated in writing (including by email) to the General Partner, to the attention of Rachel M. Overton, Partner, Head of Investor Relations, Harrowgate Capital Partners LLC, and shall be effective upon receipt by the General Partner. The General Partner shall maintain a current register of Designated Representatives and Alternate Representatives.
Section 2.6 — Term of Membership
Each Member shall serve on the LPAC for the duration of the Fund Term (including any extension thereof), unless such Member earlier resigns, is removed, or ceases to be a Limited Partner in the Fund (including by reason of a full transfer of its limited partnership interest in the Fund). A Member that transfers all of its limited partnership interest in the Fund (whether pursuant to a secondary sale or otherwise) shall automatically cease to be a Member of the LPAC effective as of the date of such transfer, without the necessity of any further action by the General Partner or the LPAC.
A Member that transfers a portion, but not all, of its limited partnership interest in the Fund shall retain its LPAC membership, provided that such Member continues to hold a limited partnership interest in the Fund following such partial transfer.
Section 2.7 — Resignation and Removal
(a) Resignation. A Member may resign from the LPAC at any time by delivering written notice of resignation to the General Partner. Such resignation shall be effective upon receipt by the General Partner or such later date as may be specified in the notice.
(b) Removal. The General Partner may replace a Member upon the occurrence of any of the following events:
(i) such Member ceases to hold any limited partnership interest in the Fund (including by reason of a full transfer of its interest);
(ii) such Member becomes subject to a Bankruptcy Event (as defined in the Partnership Agreement);
(iii) such Member (or its Designated Representative or Alternate Representative) fails to attend three (3) consecutive regularly scheduled meetings of the LPAC without designating an alternate or otherwise providing prior notice of non-attendance to the General Partner; or
(iv) such Member materially breaches its confidentiality obligations under Article VII of this Charter and fails to cure such breach within thirty (30) days following written notice from the General Partner specifying the nature of such breach.
(c) Process. Replacement Members shall be selected by the General Partner in consultation with the remaining LPAC Members. The General Partner shall use commercially reasonable efforts to ensure that the composition of the LPAC continues to satisfy the diversity and representativeness objectives set forth in Section 2.3.
Section 2.8 — Vacancies
Vacancies on the LPAC arising from resignation, removal, or any other cause shall be filled by the General Partner after consultation with the existing Members. The General Partner shall endeavor to fill any vacancy within sixty (60) days of the date on which such vacancy arises. During any period in which a vacancy exists and the remaining number of Members is fewer than five (5), the LPAC shall continue to function, and quorum and voting thresholds shall be determined by reference to the number of Members then serving.
ARTICLE III — MEETINGS
Section 3.1 — Frequency
The LPAC shall meet at least two (2) times per calendar year at such times as the General Partner shall determine. Additional meetings may be called by the General Partner at any time, or upon the written request of at least two (2) Members specifying the purpose of the requested meeting. The General Partner shall use commercially reasonable efforts to schedule meetings at times that accommodate the schedules of the Members. The General Partner's principal contact for LPAC coordination and scheduling shall be Rachel M. Overton, Partner, Head of Investor Relations, Harrowgate Capital Partners LLC (email: r.overton@harrowgatecapital.com; telephone: (302) 555-1200).
Section 3.2 — Notice
The General Partner shall provide not less than fifteen (15) business days' prior written notice of each regularly scheduled meeting and not less than five (5) business days' prior written notice of each special meeting. Each notice of meeting shall include a proposed agenda, the date, time, and location (or videoconference/teleconference dial-in information) of the meeting, and any materials to be considered at the meeting. Notice may be delivered by email to each Member's Designated Representative (and Alternate Representative) at the email address on file with the General Partner.
In the event of exigent circumstances requiring urgent LPAC action (for example, a time-sensitive conflict-of-interest transaction), the General Partner may provide shorter notice, provided that the General Partner uses commercially reasonable efforts to provide as much advance notice as is practicable under the circumstances and that no fewer than two (2) business days' notice is given.
Section 3.3 — Format
Meetings of the LPAC may be held in person at the offices of Harrowgate Capital Partners LLC at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803, or at such other location as designated by the General Partner, or by teleconference or videoconference, or any combination thereof. Members may participate in any meeting by means of conference telephone, video conferencing platform (e.g., Calderon Software, Northgate Data Systems), or similar communications equipment that allows all participants to hear each other at the same time, and such participation shall constitute presence in person at such meeting for all purposes under this Charter.
The General Partner shall make reasonable accommodations for Members located in different time zones, including, without limitation, by rotating meeting times or scheduling meetings during business hours that are reasonably convenient for Members in multiple jurisdictions.
Section 3.4 — Quorum
A quorum for the transaction of business at any meeting of the LPAC shall consist of a majority of the Members then serving. By way of illustration, when all five (5) seats on the LPAC are filled, a quorum shall consist of three (3) Members; when only three (3) seats are filled (as may be the case between the First Close and the designation of the fourth and fifth Members), a quorum shall consist of two (2) Members. For purposes of determining a quorum, a Member shall be deemed present if the Member's Designated Representative or Alternate Representative is in attendance (whether in person, by teleconference, or by videoconference). Observers shall not be counted for purposes of determining a quorum.
No action may be taken at a meeting at which a quorum is not present, except to adjourn the meeting to a later date. In the event a quorum is not present, the Members present may adjourn the meeting to a date not more than fifteen (15) business days later, and the General Partner shall provide notice of such adjourned meeting to all Members not in attendance.
Section 3.5 — Voting and Action
Each Member shall have one (1) vote on each matter submitted to the LPAC for a vote, regardless of the size of such Member's capital commitment to the Fund. Except as otherwise expressly provided herein or in the Partnership Agreement, actions of the LPAC shall require the affirmative vote of a majority of the Members present at a meeting at which a quorum is constituted.
Action may be taken by the LPAC without a meeting by unanimous written consent, circulated by the General Partner and executed (including by electronic signature or email confirmation) by all Members then serving. Any action so taken shall have the same force and effect as if taken at a duly convened meeting of the LPAC. The General Partner shall retain the original or electronic copies of all written consents in the Fund's records.
In the event of a tie vote (which may occur if the LPAC has an even number of Members then serving due to a vacancy), the matter in question shall be deemed not approved, and the General Partner may request that the matter be reconsidered at a subsequent meeting or by written consent.
Section 3.6 — Agenda and Materials
The General Partner shall prepare and circulate the agenda for each meeting of the LPAC together with the notice of such meeting. Any Member may request that items be added to the agenda by written notice to the General Partner delivered at least five (5) business days before the meeting. The General Partner shall use reasonable efforts to accommodate such requests but reserves the right to defer items to a subsequent meeting if, in the General Partner's reasonable judgment, the requested item is not time-sensitive or if adequate materials cannot be prepared in advance.
The General Partner shall provide Members with relevant materials in advance of the meeting, including, as applicable, conflict-of-interest descriptions and analyses, valuation reports and summaries, supporting documentation for any matter requiring LPAC approval or consent, portfolio summaries, fee and expense reports, and such other information as the General Partner deems appropriate or as any Member may reasonably request. To the extent practicable, materials shall be provided at least five (5) business days in advance of the meeting to afford Members adequate time for review.
Section 3.7 — Minutes
The General Partner (or its designee) shall prepare minutes of each meeting of the LPAC. Minutes shall include a summary of the matters discussed, the text of any resolutions adopted, the vote of each Member on each matter submitted to a vote, and a record of attendance. Draft minutes shall be circulated to all Members who attended the meeting for review within twenty (20) business days following the meeting. Members shall have ten (10) business days from receipt of draft minutes to submit comments or corrections. Minutes shall be finalized upon the approval of a majority of the Members who attended the meeting to which the minutes relate. Finalized minutes shall be maintained by the General Partner as part of the Fund's books and records.
Section 3.8 — Attendance by General Partner and Advisors
Representatives of the General Partner and the Sponsor, including Marcus J. Harrowgate (Managing Partner), Diana R. Castellano (Partner, Co-Head of Investments), Jonathan P. Birch (Partner), and Catherine E. Loomis (General Counsel & Chief Compliance Officer), may attend all meetings of the LPAC in a non-voting capacity and shall be available to respond to questions and present information to the Members.
The General Partner may invite Fund counsel (Calderwood & Harkness LLP), the Fund auditor (Caldwell, Fitch & Hartley LLP), the fund administrator (Pinnacle Fund Services LLC), or other advisors to attend meetings or portions thereof as reasonably necessary in connection with matters on the agenda. The General Partner shall inform the Members in advance of the identities of any non-Member attendees expected at a meeting.
The LPAC may request that certain portions of a meeting be held without representatives of the General Partner present (an "Executive Session"). In such event, the General Partner and its representatives shall withdraw from the meeting for the duration of the Executive Session. The Members present during the Executive Session may request that notes of any matters discussed or actions taken during the Executive Session be included (or excluded, as applicable) in the formal minutes. The General Partner shall cooperate in good faith with any reasonable request for an Executive Session.
ARTICLE IV — SCOPE OF AUTHORITY AND RESPONSIBILITIES
Section 4.1 — Conflict of Interest Approvals
The LPAC shall review and, where required by the Partnership Agreement, approve or consent to transactions involving actual or potential conflicts of interest between the General Partner (or its affiliates, principals, or related persons) and the Fund or the Limited Partners. Such conflicts of interest transactions include, but are not limited to, the following:
(a) Co-Investment by the General Partner or Affiliates. Co-investment transactions in which the General Partner, the Sponsor, any principal thereof, or any affiliate invests alongside the Fund on terms (including pricing, fees, or carried interest) that are different from those applicable to the Fund or the Limited Partners generally.
(b) Cross-Fund Transactions. Transactions between the Fund and any portfolio company of a predecessor fund (including HPE Fund I, HPE Fund II, HPE Fund III, or HPE Fund IV) or any other fund, vehicle, or entity managed, advised, or controlled by Harrowgate Capital Partners LLC or any affiliate thereof, including any secondary or follow-on transaction, any restructuring, any sale or transfer of assets or equity interests between funds, and any extension of credit or guaranty between funds or portfolio companies.
(c) Allocation of Investment Opportunities. The allocation of investment opportunities between the Fund and any co-investment vehicle, the Parallel Fund, the Offshore Feeder, or other affiliated funds managed by Harrowgate Capital Partners LLC or its affiliates, to the extent such allocation involves a deviation from the allocation policies set forth in the Partnership Agreement.
(d) Personal Financial Interests of Principals. Any transaction or arrangement in which the General Partner or any principal thereof — including Marcus J. Harrowgate, Diana R. Castellano, Jonathan P. Birch, or any other individual identified as a Key Person in the Partnership Agreement — has a personal financial interest that is material and that is not otherwise disclosed and addressed in the Partnership Agreement or the Fund's offering materials.
(e) Affiliated Service Providers. Any engagement of a service provider that is an affiliate of the General Partner or the Sponsor, including any operating partner, consultant, or portfolio company advisor that receives compensation from the Fund or a portfolio company and that is affiliated with or employed by the General Partner, the Sponsor, or any of their respective principals.
In connection with any conflict-of-interest matter presented to the LPAC, the General Partner shall provide the LPAC with a written description of the transaction, the nature and extent of the conflict, the terms of the proposed transaction, and the General Partner's assessment of whether the transaction is fair and reasonable to the Fund and its Limited Partners. The LPAC's approval of a conflict-of-interest transaction shall constitute the approval contemplated by the applicable provisions of the Partnership Agreement and shall be documented in the minutes of the meeting at which such approval is granted (or, if by written consent, in the written consent).
Section 4.2 — Valuation Review
The General Partner shall present to the LPAC, at least annually (and more frequently at the General Partner's discretion), the methodologies and conclusions of the Fund's portfolio valuation, as determined by the General Partner in its reasonable discretion and in accordance with the valuation policies set forth in the Partnership Agreement. The presentation shall include a summary of the fair value of each material portfolio investment, the valuation methodology applied (including comparable company analysis, discounted cash flow analysis, precedent transaction analysis, and any other methodology employed), and any material changes in methodology from the prior valuation period.
The LPAC may review and comment on valuation methodologies and may engage, at the Fund's expense and with the prior consent of the General Partner (which consent shall not be unreasonably withheld), an independent valuation firm to review specific portfolio company valuations or the General Partner's overall valuation methodology. Any such engagement shall be conducted in accordance with the confidentiality and expense provisions of this Charter.
The Fund's independent auditor, Caldwell, Fitch & Hartley LLP (Audit Partner: Robert A. Fonseca), shall provide the annual audited financial statements of the Fund, which the LPAC may review and discuss with the auditor at any LPAC meeting. The General Partner shall facilitate the auditor's availability for such discussions at the LPAC's reasonable request.
Valuation review by the LPAC is consultative in nature. The General Partner retains final authority over all valuations of the Fund's portfolio investments, subject to the terms and conditions of the Partnership Agreement and the audit of the Fund's financial statements by the Fund's independent auditor.
Section 4.3 — Extension Approvals
The term of the Fund (the "Fund Term") is ten (10) years from the Final Close, subject to extension as set forth in the Partnership Agreement. The General Partner is entitled, at its sole discretion, to extend the Fund Term for up to two (2) successive one-year periods (the "Discretionary Extensions"). Following the expiration of the Discretionary Extensions, one (1) additional one-year extension of the Fund Term (the "Third Extension") requires the prior approval of the LPAC.
The LPAC's approval of the Third Extension shall require the affirmative vote of a majority of the Members then serving (whether at a meeting at which a quorum is present or by unanimous written consent). The General Partner shall provide at least ninety (90) days' prior written notice to the LPAC before requesting approval of the Third Extension, together with a written explanation of the reasons for the requested extension, a summary of the Fund's remaining portfolio investments and anticipated disposition timeline, and any other information that the General Partner deems relevant to the LPAC's consideration.
Section 4.4 — Investment Restriction Waivers
The LPAC may, upon the request of the General Partner, waive or modify certain investment restrictions set forth in the Partnership Agreement, including, but not limited to, the following:
(a) Concentration Limit. The restriction that no single portfolio investment shall exceed twenty percent (20%) of aggregate capital commitments to the Fund (i.e., $400,000,000 at the $2.0 billion hard cap).
(b) Fund-Level Leverage Limit. The restriction that subscription facility borrowings shall not exceed twenty-five percent (25%) of uncalled capital commitments and that bridge financing for any portfolio investment shall be limited to a maximum outstanding period of one hundred eighty (180) days.
(c) Sector or Geographic Restrictions. Any sector, industry, or geographic investment restrictions set forth in the Partnership Agreement, to the extent that the General Partner determines that a waiver or modification thereof is in the best interests of the Fund and its Limited Partners.
Any waiver or modification of an investment restriction shall require the affirmative vote of a majority of the Members then serving and shall be documented in writing (whether in the minutes of the meeting at which such waiver is approved or in a separate written consent). The General Partner shall provide the LPAC with a detailed written request for any such waiver, including a description of the proposed investment or transaction, the specific restriction to be waived, the rationale for the waiver, and the General Partner's assessment of the risks and benefits to the Fund.
Section 4.5 — Key Person Events
The General Partner shall promptly notify the LPAC of any Key Person Event as defined in the Partnership Agreement. A "Key Person Event" occurs if either Marcus J. Harrowgate or Diana R. Castellano ceases to devote substantially all of his or her professional time and effort to the investment activities of the Fund, including by reason of death, disability, departure from the Sponsor, or any other circumstance specified in the Partnership Agreement.
Upon the occurrence of a Key Person Event, the LPAC may consult with the General Partner regarding the cure or remediation of such event, including the identification of replacement investment professionals, the modification of investment strategy, or any other measures that the General Partner may propose to address the Key Person Event. Notwithstanding the foregoing, the ultimate determination of whether a Key Person Event has been cured or waived rests with a majority-in-interest of the Limited Partners as provided in the Partnership Agreement, and the LPAC does not have independent authority to waive or cure a Key Person Event on behalf of the Limited Partners.
Section 4.6 — GP Removal Consultation
The LPAC may serve as a consultative body in connection with any proposal for the removal of the General Partner, whether on a no-fault basis (requiring the affirmative vote of seventy-five percent (75%) in interest of the Limited Partners, excluding commitments held by the General Partner or its affiliates) or for cause (requiring the affirmative vote of a majority in interest of the Limited Partners upon a determination of fraud, willful misconduct, material breach of the Partnership Agreement, or a Bankruptcy Event of the General Partner).
The LPAC does not independently exercise removal authority over the General Partner; such authority is reserved exclusively to the Limited Partners as provided in the Partnership Agreement. The LPAC may, however, facilitate communication among the Limited Partners and the General Partner in connection with any removal proceeding and may provide its views and recommendations to the Limited Partners on a consultative basis.
Section 4.7 — Fee and Expense Matters
The General Partner shall present to the LPAC, at least annually, a comprehensive report on fees and expenses of the Fund, including the following:
(a) Management Fees. The management fees charged to the Fund, calculated at a rate of one and three-quarters percent (1.75%) per annum on aggregate capital commitments during the Investment Period, and one and one-half percent (1.50%) per annum on invested capital (at cost, net of write-downs and write-offs) following the expiration or earlier termination of the Investment Period.
(b) Organizational Expenses. The organizational expenses incurred in connection with the formation and offering of the Fund, which are subject to a cap of Three Million Five Hundred Thousand Dollars ($3,500,000). Any organizational expenses incurred in excess of the cap shall be borne by the Sponsor and shall not be charged to the Fund.
(c) Transaction, Monitoring, and Break-Up Fees. All transaction fees, monitoring fees, directors' fees, break-up fees, and similar fees received by the General Partner, the Sponsor, or any affiliate thereof in connection with portfolio investments, and the application of the one hundred percent (100%) management fee offset to such fees (net of any unreimbursed transaction-related expenses).
(d) Fund-Level Expenses. Fund-level operating expenses, including, without limitation, the fund administration fee payable to Pinnacle Fund Services LLC (estimated at $350,000–$425,000 per annum), audit fees payable to Caldwell, Fitch & Hartley LLP, custodian fees payable to Ridgeway Trust Company, legal fees and expenses, insurance premiums, regulatory filing fees, and other expenses properly chargeable to the Fund under the Partnership Agreement.
The LPAC may inquire into any fee or expense matter and may request supporting documentation, invoices, or further detail from the General Partner. The General Partner shall respond to such inquiries in a timely manner, subject to applicable confidentiality obligations and privileges.
Section 4.8 — Carried Interest and Waterfall Matters
The LPAC may review the application of the Fund's distribution waterfall, which is structured on a European-style (whole-fund) basis, including the following elements:
(a) Preferred Return. The return of contributed capital and the payment of an eight percent (8%) preferred return (compounded annually) to the Limited Partners before any distributions are made to the General Partner in respect of carried interest.
(b) GP Catch-Up. Upon the satisfaction of the preferred return, an eighty/twenty (80/20) catch-up allocation in favor of the General Partner until the General Partner has received twenty percent (20%) of cumulative profits.
(c) Carried Interest. Thereafter, a twenty percent (20%) carried interest allocation to the General Partner on all further distributions.
(d) GP Clawback. The General Partner's obligation to return to the Fund, upon final liquidation, any carried interest distributions received in excess of the amount to which the General Partner is entitled under the whole-fund waterfall, secured by the several personal guarantees of the principals — Marcus J. Harrowgate, Diana R. Castellano, and Jonathan P. Birch — in proportion to their respective carried interest allocations.
The LPAC's role in waterfall matters is consultative and informational. The General Partner shall provide the LPAC with periodic updates on the status of the distribution waterfall, including cumulative contributions, distributions, unrealized value, and the General Partner's current carried interest entitlement.
Section 4.9 — Other Advisory Matters
The General Partner may, in its sole discretion, consult the LPAC on any other matter relating to the Fund's operations, governance, investment strategy, portfolio management, ESG (environmental, social, and governance) policies, or any other subject that the General Partner deems appropriate for LPAC discussion. The LPAC may, through its Members, raise any governance or operational matter for discussion with the General Partner, and the General Partner shall consider such matters in good faith.
Nothing in this Charter shall be construed to grant the LPAC managerial authority over the Fund or to impose upon the General Partner any obligation to follow, adopt, or implement any recommendation or advice of the LPAC, except where the Partnership Agreement expressly conditions the General Partner's actions upon the prior approval or consent of the LPAC.
ARTICLE V — RELATIONSHIP TO PARALLEL VEHICLES
Section 5.1 — Scope
The LPAC's authority and advisory role extend to matters affecting Harrowgate Fund V Parallel LP (the "Parallel Fund") and Harrowgate Fund V Offshore SLP (the "Offshore Feeder"), each of which invests alongside the Main Fund on a pro rata basis and participates in the same investment program, to the extent that such matters arise under or in connection with the Partnership Agreement or the constituent documents of the Parallel Fund or the Offshore Feeder. The LPAC is intended to serve as a single advisory committee for the entire fund complex, and separate advisory committees are not anticipated for the Parallel Fund or the Offshore Feeder.
Investors in the Parallel Fund or the Offshore Feeder that are LPAC Members or observers shall exercise such capacity with respect to decisions affecting the overall fund complex, and their rights and obligations as Members or observers shall be coextensive with those of Members or observers investing through the Main Fund.
Section 5.2 — Blocker Entity
Matters relating to HGF V blocker Corp. (the "Blocker"), a Delaware C corporation established for certain tax-exempt and non-U.S. investors to mitigate unrelated business taxable income ("UBTI") exposure, that involve conflicts of interest or are otherwise within the LPAC's scope of authority and advisory responsibility under Article IV of this Charter, shall be reported to the LPAC. The LPAC shall have the same consultative and approval rights with respect to such matters as it has with respect to the Main Fund, to the extent applicable.
ARTICLE VI — COMPENSATION AND EXPENSES
Section 6.1 — No Compensation
LPAC Members shall receive no compensation from the Fund, the General Partner, the Sponsor, or any affiliate thereof for their service on the LPAC. Membership on the LPAC is undertaken on a voluntary basis as part of the Fund's governance framework.
Section 6.2 — Reimbursement of Expenses
Reasonable out-of-pocket expenses incurred by LPAC Members in connection with attendance at LPAC meetings, including travel, lodging, and meals, shall be reimbursable by the Fund as a Fund expense, to the extent approved by the General Partner. Members seeking reimbursement shall submit documentation of such expenses to the General Partner in accordance with the Fund's expense reimbursement policies.
Any engagement of independent advisors by the LPAC, including independent valuation firms, legal counsel, or other professionals, shall require the prior written consent of the General Partner (which consent shall not be unreasonably withheld, conditioned, or delayed), and the costs thereof shall be borne by the Fund as a Fund expense. The General Partner shall cooperate with the LPAC in the selection and engagement of any such independent advisors.
ARTICLE VII — CONFIDENTIALITY
Section 7.1 — Confidentiality Obligations
Each Member (and each observer) shall maintain the confidentiality of all non-public information received in connection with its service on the LPAC ("Confidential Information"), including, but not limited to:
(a) portfolio company financial information, operating data, and business plans;
(b) valuation data, methodologies, models, and conclusions;
(c) co-investment opportunities, deal pipeline information, and term sheets;
(d) conflict-of-interest disclosures and the substance of any LPAC deliberations related thereto;
(e) Fund financial statements, performance data, IRRs, multiples, and capital account information;
(f) information relating to the identity, capital commitments, or investment terms of other Limited Partners; and
(g) any other proprietary, trade secret, or confidential information of the Fund, the General Partner, the Sponsor, or any portfolio company.
Each Member shall use Confidential Information solely for purposes of fulfilling its responsibilities as a Member of the LPAC and shall not disclose Confidential Information to any third party except as permitted under Section 7.2. Each Member shall take reasonable precautions to protect the confidentiality of Confidential Information, using at least the same degree of care that such Member uses to protect its own confidential information of similar importance.
Section 7.2 — Exceptions
The confidentiality obligations set forth in Section 7.1 shall not apply to information:
(a) that is or becomes publicly available other than through a breach of this Charter or any other confidentiality obligation owed to the Fund or the General Partner;
(b) that was known to the Member prior to its receipt from the Fund or the General Partner, as demonstrated by the Member's written records, without breach of any other confidentiality obligation;
(c) that is independently developed by the Member without use of or reference to Confidential Information;
(d) that is required to be disclosed by applicable law, regulation, or legal process, or by a governmental or regulatory authority having jurisdiction over the Member, including, without limitation, disclosures required under state or federal public records laws, freedom of information acts, or similar statutes applicable to governmental plan investors (such as Northmoor State Pension System) or sovereign investors (such as Tidewater Sovereign Investment Authority), provided that the Member shall, to the extent legally permissible, provide the General Partner with prompt prior written notice of such required disclosure so that the General Partner may seek an appropriate protective order or other remedy;
(e) that is disclosed to the Member's professional advisors, auditors, internal and external legal counsel, consultants, or other agents on a need-to-know basis and subject to confidentiality obligations no less restrictive than those set forth herein; or
(f) that is disclosed pursuant to the terms of a Side Letter entered into between the General Partner and the applicable Member or the applicable Member's governing body or oversight agency.
Section 7.3 — Duration
The confidentiality obligations set forth in this Article VII shall survive the termination and winding up of the Fund for a period of two (2) years following the date of final liquidating distributions to the Limited Partners.
ARTICLE VIII — LIABILITY AND INDEMNIFICATION
Section 8.1 — No Fiduciary Duty
LPAC Members do not owe fiduciary duties to the Fund, the General Partner, or any Limited Partner by reason of their service on the LPAC. LPAC Members act solely in their capacity as representatives of their respective Limited Partners, and their service on the LPAC shall not create or be deemed to create a relationship of principal and agent, trustee and beneficiary, or any other fiduciary relationship between such Members and the Fund, the General Partner, any other Limited Partner, or any portfolio company. This Section 8.1 is consistent with and supplements the elimination and modification of fiduciary duties set forth in the Partnership Agreement to the fullest extent permitted by the Delaware Revised Uniform Limited Partnership Act.
Section 8.2 — Limitation of Liability
No Member shall be liable to the Fund, the General Partner, any Limited Partner, or any other person for any act or omission taken or suffered in good faith in connection with its service on the LPAC, including any approval, consent, waiver, recommendation, vote, or abstention given, withheld, or made, except in the case of such Member's fraud, willful misconduct, or bad faith. No Member shall be liable for any action or inaction of the General Partner, for the investment decisions of the Fund, or for the performance of any portfolio investment, whether or not such action, inaction, or decision was the subject of LPAC review or approval.
The foregoing limitation of liability shall apply to the fullest extent permitted by applicable Delaware law and shall be in addition to (and not in limitation of) any limitation of liability afforded to the Member in its capacity as a Limited Partner under the Partnership Agreement or applicable law.
Section 8.3 — Indemnification
The Fund shall indemnify, defend, and hold harmless each Member and its Designated Representatives and Alternate Representatives (collectively, "Indemnified LPAC Persons") against any and all losses, claims, damages, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expenses of investigation) arising out of or relating to such Indemnified LPAC Person's service on the LPAC, to the fullest extent permitted by the Partnership Agreement and applicable Delaware law, except to the extent that such losses, claims, damages, liabilities, or expenses result from the Indemnified LPAC Person's fraud, willful misconduct, or bad faith.
Indemnification obligations under this Section 8.3 are obligations of the Fund (and, accordingly, are borne indirectly by the Limited Partners as Fund expenses) and not of the General Partner individually, except as may otherwise be provided in the Partnership Agreement. The procedures for asserting and processing indemnification claims shall be as set forth in the Partnership Agreement.
Section 8.4 — Insurance
The General Partner may, in its discretion, cause the Fund to obtain directors' and officers' liability insurance or similar liability insurance covering LPAC Members and their Designated Representatives and Alternate Representatives in connection with their service on the LPAC, the cost of which shall be borne as a Fund expense. The General Partner shall inform the LPAC of the existence, scope, and material terms of any such insurance policy upon request.
ARTICLE IX — AMENDMENTS
Section 9.1 — Amendment Procedure
This Charter may be amended, modified, or supplemented by the General Partner with the prior approval of a majority of the LPAC Members then serving. All amendments shall be in writing and shall be effective upon execution by the General Partner and delivery of written notice to all Members (and observers, if applicable). No amendment to this Charter shall diminish the rights of any Member under this Charter without such Member's prior written consent, unless such diminution applies equally to all Members.
For the avoidance of doubt, amendments to the Partnership Agreement that affect the authority, composition, or responsibilities of the LPAC shall be governed by the amendment provisions of the Partnership Agreement, and any resulting changes to this Charter shall be adopted in accordance with this Section 9.1.
ARTICLE X — GENERAL PROVISIONS
Section 10.1 — Governing Law
This Charter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles that would result in the application of the laws of any other jurisdiction.
Section 10.2 — Dispute Resolution
Any dispute, controversy, or claim arising under, out of, or in connection with this Charter, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the Superior Court of the State of Delaware, New Castle County), consistent with the dispute resolution provisions of the Partnership Agreement. Each Member, by accepting appointment to the LPAC, consents to the personal jurisdiction of such courts and waives any objection to venue therein.
Section 10.3 — Relationship to Partnership Agreement
This Charter is supplemental to and subject to the Partnership Agreement in all respects. In the event of any conflict or inconsistency between the provisions of this Charter and the provisions of the Partnership Agreement, the Partnership Agreement shall control and govern. References herein to sections of the Partnership Agreement are to the corresponding sections of the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, as amended, restated, supplemented, or otherwise modified from time to time.
Section 10.4 — Notices
All notices, requests, demands, consents, and other communications under this Charter shall be delivered in writing to the addresses (including email addresses) set forth in each Member's Subscription Agreement or as subsequently updated in writing by the applicable Member to the General Partner. Notices shall be deemed delivered upon receipt (or, in the case of email, upon transmission without receipt of an automated delivery failure notification).
Notices to the General Partner shall be delivered to:
Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803
Attention: Catherine E. Loomis, General Counsel & Chief Compliance Officer
Email: c.loomis@harrowgatecapital.com
With a copy (which shall not constitute notice) to:
Rachel M. Overton, Partner, Head of Investor Relations
Email: r.overton@harrowgatecapital.com
Section 10.5 — Severability
If any provision of this Charter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Charter, and this Charter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the remaining provisions of this Charter shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid and enforceable provision that most closely approximates the original intent of the parties.
Section 10.6 — Entire Understanding
This Charter, together with the Partnership Agreement and any applicable Side Letters, constitutes the entire understanding among the General Partner and the LPAC Members with respect to the establishment, composition, authority, and operation of the LPAC. This Charter supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject matter hereof.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO LIMITED PARTNER ADVISORY COMMITTEE CHARTER AND TERMS OF REFERENCE — HARROWGATE PRIVATE EQUITY FUND V LP
IN WITNESS WHEREOF, the General Partner has executed this Charter as of the date of the First Close.
GENERAL PARTNER:
HARROWGATE FUND V GP LLC
By: Harrowgate Capital Partners LLC, its sole member
By: ________
Name: Marcus J. Harrowgate
Title: Managing Partner
Date: ________