1001-00002 · Ardent Capital Management LLC · Engagement & Administration

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CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

PRIVILEGED & CONFIDENTIAL

ATTORNEY WORK PRODUCT

TO: Nicholas Stern, Responsible Partner Graham Sutherland, Billing Partner

FROM: Owen Fischer, Lead Associate

DATE: October 9, 2023

RE: Conflict Check Results — Proposed Engagement: Ardent Capital Partners III LP Management Company Restructuring & Economics Realignment

NEW MATTER NUMBER: [Internal reference to be assigned upon final clearance and engagement letter execution]

STATUS: CLEARED — No Conflicts Identified

I. PURPOSE AND SCOPE OF MEMORANDUM

This memorandum documents the results of the conflicts analysis conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") by Ardent Capital Management LLC ("ManCo") to advise on a comprehensive restructuring of the management company and realignment of economics among the principals of Ardent Capital Partners III LP (the "Fund"). The purpose of this memorandum is to memorialize the search methodology, results, and analysis performed pursuant to the Firm's conflict-of-interest policies and procedures, and to confirm that no conflict of interest exists that would preclude the Firm from undertaking the proposed engagement.

The conflict check was initiated on October 9, 2023, in advance of executing the engagement letter for this matter. In accordance with Firm policy and applicable Rules of Professional Conduct, no substantive work will commence and no engagement letter will be executed until the conflict check has been completed and cleared by the Firm's Office of General Counsel.

The analysis covers all parties identified in the initial organizational call held on October 6, 2023, between Nicholas Stern and Marcus Aldridge, as well as all parties identified in the intake materials subsequently provided by Ardent Capital Management LLC on October 7, 2023. The parties searched include, without limitation, the Fund entities, their principals (both remaining and departing), departing principals and their outside counsel, fund formation counsel, key limited partners (including all Limited Partner Advisory Committee ("LPAC") members), the Fund's placement agent, auditors and tax advisors, valuation advisors, and the Fund's registered agent.

The review was conducted against Calderwood & Harkness's firm-wide centralized conflicts database (Glenrock Health IT Walls and Greaves Services Inc.), current and historical matter records dating to the Firm's founding, individual attorney disclosures (including lateral hire screening records), and personal conflict certifications obtained from each member of the proposed engagement team. The scope of the search extended to all known affiliates, related entities, and prior fund vintages associated with the identified parties.

II. DESCRIPTION OF PROPOSED ENGAGEMENT

A. Client Identification

Client: Ardent Capital Management LLC (the "ManCo"), a Delaware limited liability company and registered investment adviser with the United States Securities and Exchange Commission (CRD #298417). The ManCo's principal office is located at 590 Madison Avenue, 28th Floor, New York, NY 10022. The ManCo's Employer Identification Number is 84-3291070. The ManCo serves as the investment adviser to Ardent Capital Partners III LP and is controlled by its managing members, Marcus Aldridge and Priya Narayanan.

B. Scope of Representation

Calderwood & Harkness LLP has been asked to advise on the management company restructuring and economics realignment for Ardent Capital Partners III LP, a Delaware limited partnership with approximately $2.8 billion in aggregate capital commitments. The fund completed its final close on April 15, 2019, and is currently in its investment period, which is expected to conclude on April 15, 2024. The engagement encompasses a broad restructuring mandate touching on governance, economics, regulatory, and personnel matters, specifically including the following workstreams:

(1) Formation of New Holding Company Structure. Advising on the formation of Ardent Capital Holdings LLC ("HoldCo"), a new Delaware limited liability company that will serve as a holding company above the ManCo and GP entities, designed to facilitate succession planning, next-generation principal admission, and the orderly transition of economics over time. In connection therewith, advising on the formation of Ardent GP Intermediate LLC ("GP Intermediate"), a new Delaware limited liability company to be interposed between HoldCo and the existing General Partner entity.

(2) Reallocation of Carried Interest and Management Fee Economics. Advising on the reallocation of carried interest percentages and management fee economics among remaining and next-generation principals, including the drafting and negotiation of amended and restated operating agreements for the GP, ManCo, and newly formed entities, as well as carry allocation agreements and vesting schedules for next-generation principals Elena Marchetti and Samuel Okonkwo.

(3) Departing Principal Separation Arrangements. Advising on the negotiation and documentation of separation arrangements for two departing principals: David Kellner (retiring, effective March 31, 2024) and Joanna Trask (departing voluntarily to join another firm, effective April 15, 2024). This workstream includes carry retention and forfeiture analysis, non-competition and non-solicitation covenant negotiation, transition services arrangements, and Senior Advisor agreement documentation for Kellner.

(4) LPAC Consent and LP Notification Processes. Advising on the process for obtaining LPAC consent under Section 9.4 of the Fund's Amended and Restated Limited Partnership Agreement (the "LPA"), as well as the drafting of LP notification materials and compliance with side-letter consent and notification provisions applicable to certain limited partners.

(5) SEC Form ADV Amendments. Advising on necessary amendments to the ManCo's Form ADV Parts 1 and 2A/2B to reflect changes in ownership, control persons, and management personnel resulting from the restructuring.

(6) Coordination with Fund Formation Counsel and Tax/Accounting Advisors. Coordinating with Pemberton Hale LLP (fund formation counsel) and Heathrow Whitman & Co. (auditors and tax advisors) on overlapping workstreams, including tax structuring considerations related to the HoldCo formation and carry reallocation.

C. Engagement Team

The following attorneys have been designated as members of the proposed engagement team:

D. Fee Arrangement

The proposed fee arrangement, as set forth in the draft engagement letter, is based on hourly rates as follows:

Based on the anticipated scope of work and the complexity of the restructuring, the estimated total fee range for the engagement is $850,000 to $1,100,000, exclusive of disbursements and expenses. This estimate assumes a timeframe of approximately five to seven months from engagement commencement through completion of LP notification processes and regulatory filings, and is subject to revision based on the complexity of separation negotiations with the departing principals and any unforeseen issues arising during the LPAC consent process.

III. PARTIES SEARCHED

The following parties, entities, and individuals were run through the Firm's centralized conflicts database. The parties are organized by category to facilitate review. All entity names, individual names, known aliases, and commonly used abbreviations were included as search terms. A complete list of all search terms used is set forth in Appendix A to this memorandum.

A. Fund Entities (Client-Side)

1. Ardent Capital Partners III LP (the "Fund") — A Delaware limited partnership formed on January 22, 2018, for the purpose of making private equity investments in middle-market companies. EIN: 84-3291057. Principal office: 590 Madison Avenue, 28th Floor, New York, NY 10022. The Fund held its first close on June 1, 2018, and its final close on April 15, 2019, with aggregate capital commitments of approximately $2.8 billion from 47 limited partners.

2. Ardent Capital GP III LLC (the "General Partner" or "GP") — A Delaware limited liability company that serves as the general partner of the Fund. EIN: 84-3291063. The GP's registered agent is Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904. The GP's members are the principals identified in Section III.B below, with percentage interests as described therein.

3. Ardent Capital Management LLC (the "ManCo") — A Delaware limited liability company that serves as the SEC-registered investment adviser to the Fund. SEC registration pursuant to the Investment Advisers Act of 1940; CRD #298417. EIN: 84-3291070. Principal office: 590 Madison Avenue, 28th Floor, New York, NY 10022. The ManCo receives the management fee from the Fund (currently 1.75% of committed capital during the investment period and 1.50% of invested capital thereafter) and employs the investment professionals who manage the Fund's portfolio.

4. Ardent Capital Holdings LLC ("HoldCo") — A Delaware limited liability company to be formed as part of the restructuring contemplated by this engagement. HoldCo is not yet in existence, and its EIN is to be obtained. Upon formation, HoldCo is intended to serve as the top-level holding entity above both the ManCo and the GP (through GP Intermediate), providing a unified governance and economic structure for succession planning purposes.

5. Ardent GP Intermediate LLC ("GP Intermediate") — A Delaware limited liability company to be formed as part of the restructuring contemplated by this engagement. GP Intermediate is not yet in existence, and its EIN is to be obtained. Upon formation, GP Intermediate will be interposed between HoldCo and the existing General Partner entity, serving as the sole member of Ardent Capital GP III LLC.

B. Principals of the General Partner

1. Marcus Aldridge — Co-Founder and Managing Partner of Ardent Capital. Age 56. Mr. Aldridge is a remaining principal and will continue as a managing member of the restructured entities. He currently holds a 35% membership interest in the GP and a 35% carried interest allocation in the Fund. Mr. Aldridge received his B.A. from Yale University and his M.B.A. from the Wharton School of the University of Pennsylvania. His residential address is on file with the Firm.

2. Priya Narayanan — Co-Founder and Managing Partner of Ardent Capital. Age 53. Ms. Narayanan is a remaining principal and will continue as a managing member of the restructured entities. She currently holds a 30% membership interest in the GP and a 30% carried interest allocation in the Fund. Ms. Narayanan received her B.A. from Princeton University and her J.D. from Columbia Law School. She is admitted to the bar in New York (inactive status). Her residential address is on file with the Firm.

3. David Kellner — Senior Partner (Departing — Retirement). Age 61. Mr. Kellner joined Ardent Capital in 2010 as a senior hire from a predecessor firm. He currently holds a 15% membership interest in the GP and a 15% carried interest allocation in the Fund. Mr. Kellner's retirement is effective March 31, 2024, and he is expected to transition to a Senior Advisor role with a reduced economic participation (terms to be negotiated). His residential address is on file with the Firm.

4. Joanna Trask — Partner (Departing — Voluntary). Age 48. Ms. Trask joined Ardent Capital in 2013. She currently holds a 12% membership interest in the GP and a 12% carried interest allocation in the Fund. Ms. Trask is departing voluntarily to join another private equity firm (identity not yet disclosed to Calderwood & Harkness) effective April 15, 2024. Her residential address is on file with the Firm.

5. Robert Hsiao — Partner (Remaining). Age 44. Mr. Hsiao joined Ardent Capital in 2015. He currently holds an 8% membership interest in the GP and an 8% carried interest allocation in the Fund. Mr. Hsiao received his M.Eng. from the Massachusetts Institute of Technology and his M.B.A. from Harvard Business School. His residential address is on file with the Firm.

C. Next-Generation Principals

1. Elena Marchetti — Principal. Age 38. Ms. Marchetti joined Ardent Capital in 2017 and is expected to receive a 4% carried interest allocation as part of the post-restructuring economics realignment. She does not currently hold a membership interest in the GP but is anticipated to become a member of HoldCo upon completion of the restructuring. Her residential address is on file with the Firm.

2. Samuel Okonkwo — Principal. Age 36. Mr. Okonkwo joined Ardent Capital in 2018 and is expected to receive a 4% carried interest allocation as part of the post-restructuring economics realignment. He does not currently hold a membership interest in the GP but is anticipated to become a member of HoldCo upon completion of the restructuring. His residential address is on file with the Firm.

D. Departing Principals' Counsel

1. Whitford & Chase LLP — A law firm retained by David Kellner and Joanna Trask to represent them in the negotiation of their respective separation arrangements with Ardent Capital. Principal office: 200 Park Avenue, Suite 4200, New York, NY 10166. Whitford & Chase is a nationally recognized law firm with a significant private funds practice.

2. Richard Beaulieu — Partner, Private Funds practice, Whitford & Chase LLP. Mr. Beaulieu is lead counsel for the departing principals in connection with the separation negotiations.

3. Hannah Polk — Associate, Private Funds practice, Whitford & Chase LLP. Ms. Polk is working under Mr. Beaulieu's supervision on the separation negotiations.

E. Fund Formation Counsel

1. Pemberton Hale LLP — A law firm that served as fund-formation counsel for Ardent Capital Partners III LP and continues to serve as ongoing counsel for routine fund operations, including portfolio company transactions, LP communications, and regulatory compliance. Principal office: One Liberty Plaza, 40th Floor, New York, NY 10006.

2. Victoria Langford — Partner, Pemberton Hale LLP. Ms. Langford is the lead partner on the Ardent Capital Partners III LP engagement and has served as primary outside counsel to the Ardent Capital platform since the formation of Fund III.

F. LPAC Members / Key Limited Partners

1. Ridgeline Public Employees' Retirement System — A state pension fund and the Fund's largest limited partner, with a capital commitment of $225 million. Ridgeline is a member of the Fund's LPAC. Primary contact: Thomas Engström, Chief Investment Officer.

2. Crestwood Endowment Partners — A university endowment and limited partner in the Fund, with a capital commitment of $150 million. Crestwood is a member of the Fund's LPAC. Primary contact: Annika Johansson, Director of Private Equity.

3. Pinnacle Insurance Group — An insurance company limited partner in the Fund, with a capital commitment of $175 million. Pinnacle is a member of the Fund's LPAC. Primary contact: Derek Mallinson, Head of Alternatives.

4. Graystone Family Office LLC — A single-family office organized as a Delaware limited liability company and a limited partner in the Fund, with a capital commitment of $50 million. Graystone is a member of the Fund's LPAC. Primary contact: Catherine Whitfield, Managing Director.

5. Haverford Capital Partners — An institutional limited partner in the Fund. Haverford has been identified in side-letter analysis as having material-change consent requirements that are potentially triggered by the proposed restructuring, specifically provisions requiring prior written consent from Haverford before any change in the identity of "Key Persons" or any material change in the management structure of the GP or ManCo.

G. Other Advisors and Service Providers

1. Heathrow Whitman & Co. — An independent accounting firm serving as auditor and tax advisor to the Fund and ManCo. Principal office: 1345 Avenue of the Americas, 18th Floor, New York, NY 10105. Lead engagement partner: Paul Devereux, CPA.

2. Broadleaf Consulting Group — An independent valuation firm providing quarterly portfolio company valuations in accordance with the Fund's valuation policy and ASC 820 fair value standards. Principal office: 125 High Street, Suite 2800, Boston, MA 02110. Lead: Martin Schreiber, ASA (Accredited Senior Appraiser).

3. Lockwood Placement Partners LLC — Placement agent for the Fund III fundraise. Certain tail-fee obligations remain with respect to commitments sourced by Lockwood during the fundraising period. Principal office: 399 Park Avenue, Suite 3100, New York, NY 10022. Lead: Sarah Fontaine.

4. Prestige Registered Agents LLC — Registered agent for the GP entity in the State of Delaware. 850 New Burton Road, Suite 201, Dover, DE 19904. Prestige provides statutory registered agent services only and has no advisory, management, or governance role with respect to any Ardent Capital entity.

IV. CONFLICT CHECK METHODOLOGY

The conflict check was conducted in accordance with Calderwood & Harkness's Firm Policy No. 4.2 (Conflicts of Interest — New Engagement Clearance Procedures), as most recently updated on July 1, 2023. The following procedures were followed:

Database Search. All party names, entity names, individual names, and known aliases or short names (as set forth in Appendix A) were searched against Calderwood & Harkness's centralized conflicts database, maintained through the Glenrock Health IT Walls and Greaves Services Inc. systems. The database captures all current and former client representations, adverse party records, lateral hire conflict disclosures, and financial interest and investment disclosures from all attorneys in the Firm. The search was run on October 9, 2023, at approximately 8:30 a.m. Eastern Time, and the results were reviewed and analyzed by the undersigned.

Current and Historical Matter Records. In addition to the automated database search, a manual review of current and historical matter records was conducted to identify any representations that may have been entered under variant names or entity designations that might not have been captured by the automated search. This review encompassed the Firm's matter management system and billing records.

Affiliate Cross-References. Cross-reference searches were conducted for all known affiliates of each identified party. For the Ardent Capital entities, this included searches for prior fund vintages (Ardent Capital Partners I LP, Ardent Capital Partners II LP, and any co-investment vehicles or parallel funds, if any), as well as searches for known portfolio company names where available from public sources. For the limited partners, searches were conducted for known parent entities, subsidiaries, and affiliated investment vehicles.

Individual Attorney Certifications. Individual conflict certifications were requested from all members of the proposed engagement team: Nicholas Stern, Graham Sutherland, Owen Fischer, Stephen Adler, and Sylvia Hartwell. Each team member was asked to confirm: (a) whether they have any personal conflict of interest with respect to any identified party; (b) whether they have any financial interest (direct or indirect) in any identified party; (c) whether they have any personal or familial relationship with any individual associated with an identified party; and (d) whether they are aware of any circumstance that could impair their independent professional judgment in connection with the proposed engagement. All five certifications have been received and are documented in Section VI below and attached as Appendix B.

Scope of Review. The conflict analysis was conducted with reference to the New York Rules of Professional Conduct, Rules 1.7 (Conflict of Interest — Current Clients), 1.8 (Current Clients — Specific Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest), as well as the Firm's internal conflicts policies, which impose obligations that in certain respects exceed the minimum requirements of the applicable professional conduct rules.

V. RESULTS OF CONFLICT SEARCH

The results of the conflict search are set forth below, organized by party category. For each party or group of parties, the result of the database search and any related analysis are provided.

A. Fund Entities (Ardent Capital Partners III LP, Ardent Capital GP III LLC, Ardent Capital Management LLC)

Result: No prior or current representation identified. Calderwood & Harkness has not previously represented any Ardent Capital entity in any capacity, whether as client, adverse party, or interested third party. No matters were returned in the database search for any Ardent Capital entity, including the Fund, the GP, or the ManCo.

Note: The Firm has not represented any predecessor fund vehicles of the Ardent Capital platform. Searches were conducted for "Ardent Capital Partners I LP" and "Ardent Capital Partners II LP," as well as general searches for "Ardent Capital" and all abbreviations and variations thereof, and no results were returned. No co-investment vehicles, parallel funds, or alternative investment vehicles associated with the Ardent Capital platform were identified in the Firm's records. Additionally, no portfolio company representations were identified that are attributable to any Ardent Capital fund vehicle.

As the to-be-formed entities (HoldCo and GP Intermediate) are not yet in existence, no search was conducted for those entities by name in the conflicts database, but the names "Ardent Capital Holdings" and "Ardent GP Intermediate" were searched to confirm no pre-existing entries. No results were returned.

B. Principals — Remaining (Marcus Aldridge, Priya Narayanan, Robert Hsiao)

Result: No prior or current representation of any remaining principal identified. Calderwood & Harkness has not represented Marcus Aldridge, Priya Narayanan, or Robert Hsiao in any individual capacity, and none of these individuals appears in the Firm's conflicts database as a client, adverse party, or related party in any matter.

No adverse representations were identified. Calderwood & Harkness does not currently represent, and has not previously represented, any party adverse to any remaining principal in any pending or concluded matter.

No personal relationships were disclosed by any member of the engagement team with respect to any remaining principal. All five team members confirmed in their individual certifications that they have no prior personal, social, or professional relationship with Marcus Aldridge, Priya Narayanan, or Robert Hsiao.

C. Principals — Next-Generation (Elena Marchetti, Samuel Okonkwo)

Result: No prior or current representation of Elena Marchetti or Samuel Okonkwo identified. Neither individual appears in the Firm's conflicts database in any capacity. No adverse representations were identified. No personal relationships were disclosed by any member of the engagement team.

D. Departing Principals (David Kellner, Joanna Trask)

Result: No prior or current representation of either departing principal identified. Calderwood & Harkness has not represented David Kellner or Joanna Trask individually in any matter, and neither individual appears in the Firm's conflicts database as a client, former client, or related party in any capacity.

No adverse representations were identified that would preclude the Firm from acting adverse to either departing principal in connection with the separation negotiations.

Critical Note: David Kellner and Joanna Trask will be adverse parties in the negotiation of separation agreements, including matters relating to carried interest retention and forfeiture, non-competition and non-solicitation covenants, transition services arrangements, and other economic and restrictive terms. Calderwood & Harkness does not and will not represent either departing principal in any capacity in connection with this engagement or otherwise. Their interests will be represented by independent outside counsel, Whitford & Chase LLP (Richard Beaulieu, lead partner; Hannah Polk, associate). This adversarial relationship is noted for the record and is specifically addressed in the proposed engagement letter with the ManCo, which provides that the Firm represents the ManCo and the GP, and not any individual principal (whether remaining or departing) in their personal capacity. A separate acknowledgment letter will be sent to both Kellner and Trask confirming that Calderwood & Harkness does not represent them and advising them to consult with their own counsel, which they have already retained.

E. Whitford & Chase LLP (Departing Principals' Counsel)

Result: No current client-adverse relationship with Whitford & Chase LLP identified. Calderwood & Harkness and Whitford & Chase LLP are not co-counsel on any current matter. Whitford & Chase LLP does not appear as an adverse party in any currently active Calderwood & Harkness engagement. Calderwood & Harkness does not represent any party that is currently adverse to Whitford & Chase LLP in any pending matter or proceeding.

Note: Richard Beaulieu (Partner, Private Funds, Whitford & Chase LLP) and Hannah Polk (Associate, Whitford & Chase LLP) were individually checked in the conflicts database. No conflicts were identified with respect to either individual. Neither Mr. Beaulieu nor Ms. Polk has any prior relationship with Calderwood & Harkness, has been a client of the Firm, or appears in the Firm's database in any capacity.

The Firm's historical records reflect that Calderwood & Harkness and Whitford & Chase LLP have been on opposite sides of transactions on prior occasions, as is common among major New York law firms engaged in private funds practice, but no current adversity exists and no prior engagement creates any impediment to the proposed representation.

F. Pemberton Hale LLP (Fund Formation Counsel)

Result: No conflict identified. Pemberton Hale LLP is not adverse to any Calderwood & Harkness client in any current matter. Calderwood & Harkness does not represent any party that is currently adverse to Pemberton Hale LLP in any pending matter or proceeding.

Note: Pemberton Hale LLP will continue as fund counsel for routine Ardent Capital operations while Calderwood & Harkness handles the restructuring engagement. The two firms will coordinate and collaborate on overlapping workstreams, including LP notification processes and regulatory filings. This is a co-counsel or parallel representation relationship, not an adversarial one. No conflict of interest arises from the concurrent engagement of two law firms by the same client group on separate but related workstreams.

Victoria Langford (Partner, Pemberton Hale LLP) was individually checked in the conflicts database. No conflicts were identified. Ms. Langford does not appear in the Firm's records as a client, former client, adverse party, or related individual in any matter.

G. LPAC Members / Key Limited Partners

1. Ridgeline Public Employees' Retirement System — No current representation by Calderwood & Harkness. Ridgeline does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified — Calderwood & Harkness does not represent any party currently adverse to Ridgeline in any pending matter. Thomas Engström (CIO) individually checked — clear. No conflicts identified.

2. Crestwood Endowment Partners — No current representation by Calderwood & Harkness. Crestwood does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Annika Johansson (Director of Private Equity) individually checked — clear. No conflicts identified.

3. Pinnacle Insurance Group — No current representation by Calderwood & Harkness. Pinnacle does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Derek Mallinson (Head of Alternatives) individually checked — clear. No conflicts identified.

4. Graystone Family Office LLC — No current representation by Calderwood & Harkness. Graystone does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Catherine Whitfield (Managing Director) individually checked — clear. No conflicts identified.

5. Haverford Capital Partners — No current representation by Calderwood & Harkness. Haverford does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. No conflicts identified.

Note Regarding LP Interests Generally: While the limited partners are not adverse parties in this matter — the restructuring is being conducted with LP and LPAC consent, not against LP interests — the limited partners are identified and searched as interested parties whose economic and governance interests may differ from those of the GP and ManCo. In particular, the LPs have an interest in ensuring that the management structure remains stable, that key investment professionals continue to manage the Fund's portfolio, and that any restructuring does not adversely affect the Fund's investment strategy, fee economics, or performance. However, the restructuring as currently contemplated does not alter the Fund's investment strategy, management fee rates, or fund term, and LPAC consent will be sought in accordance with the LPA and applicable side-letter provisions.

Calderwood & Harkness does not represent any limited partner of the Fund in any capacity. The representation does not extend to any LP, and no conflict exists.

H. Other Advisors and Service Providers

1. Heathrow Whitman & Co. / Paul Devereux — No current representation by Calderwood & Harkness. Heathrow Whitman does not appear in the Firm's conflicts database as a current or former client or adverse party. Mr. Devereux individually checked — clear. Heathrow Whitman is a service provider to the Fund and ManCo, not a counterparty or adverse party in connection with this engagement. No conflict identified.

2. Broadleaf Consulting Group / Martin Schreiber — No current representation by Calderwood & Harkness. Broadleaf does not appear in the Firm's conflicts database as a current or former client or adverse party. Mr. Schreiber individually checked — clear. Broadleaf is a service provider to the Fund, providing independent valuation services. No conflict identified.

3. Lockwood Placement Partners LLC / Sarah Fontaine — No current representation by Calderwood & Harkness. Lockwood does not appear in the Firm's conflicts database as a current or former client or adverse party. Ms. Fontaine individually checked — clear. Lockwood served as placement agent for the Fund III fundraise, and certain tail-fee obligations remain with respect to commitments sourced by Lockwood during the fundraising period. These tail-fee obligations are a pre-existing Fund-level contractual matter and do not create a conflict with respect to the proposed restructuring engagement. No conflict identified.

4. Prestige Registered Agents LLC — No conflict. Prestige is a registered agent service provider and has no advisory, governance, or economic interest in any Ardent Capital entity. No further analysis required.

VI. ENGAGEMENT TEAM CERTIFICATIONS

Individual conflict certification forms were requested from and provided by each member of the proposed engagement team. Each certification was executed on October 9, 2023, and confirms that the certifying attorney: (a) has no personal conflict of interest with respect to any party identified in this memorandum; (b) has no financial interest (direct or indirect) in any party identified in this memorandum; (c) has no personal, familial, or social relationship with any individual associated with any identified party that could impair independent judgment; and (d) is not aware of any other circumstance that would create a conflict of interest or the appearance of a conflict of interest in connection with the proposed engagement. The certifications are summarized below and the executed certification forms are attached as Appendix B.

Nicholas Stern (Responsible Partner): Confirmed no personal conflicts, no financial interests in any identified party, no prior representation of any adverse party, and no personal relationships with any individual associated with any identified party. Mr. Stern further confirmed that he has not previously worked on any matter involving any Ardent Capital entity, any of the identified principals, or any of the identified limited partners. Certification dated October 9, 2023.

Graham Sutherland (Billing Partner): Confirmed no conflicts. Mr. Sutherland confirmed no personal conflicts, no financial interests, no prior representations, and no personal relationships with any identified party. Certification dated October 9, 2023.

Owen Fischer (Lead Associate): Confirmed no conflicts. The undersigned confirmed no personal conflicts, no financial interests, no prior representations, and no personal relationships with any identified party. Certification dated October 9, 2023.

Stephen Adler (Working Associate): Confirmed no conflicts. Mr. Adler confirmed no personal conflicts, no financial interests, no prior representations, and no personal relationships with any identified party. Certification dated October 9, 2023.

Sylvia Hartwell (Specialist Partner, Tax): Confirmed no conflicts. Ms. Hartwell confirmed no personal conflicts, no financial interests, no prior representations, and no personal relationships with any identified party. Ms. Hartwell further confirmed that she has not previously advised any Ardent Capital entity, principal, or limited partner on any tax matter. Certification dated October 9, 2023.

VII. ANALYSIS OF POTENTIAL ISSUES

While the conflict search returned no disqualifying conflicts, the following potential issues were identified and analyzed to confirm that no conflict of interest exists. This analysis is provided for completeness and to document the Firm's consideration of relationship dynamics that, while not constituting conflicts, warrant attention and memorialization.

A. Dual Representation Considerations

Calderwood & Harkness is engaged by Ardent Capital Management LLC (the ManCo), but the restructuring involves multiple related entities: the Fund, the GP, the ManCo, and the to-be-formed HoldCo and GP Intermediate. All of these entities are under common control by Marcus Aldridge and Priya Narayanan, and their interests are aligned for purposes of this transaction. The restructuring is being undertaken at the direction of the managing members and is designed to benefit all of the related entities by creating a more sustainable organizational structure that facilitates succession planning and economic realignment.

The engagement letter clarifies that Calderwood & Harkness represents the ManCo and, by extension, the GP in connection with the restructuring. The Firm does not represent any individual principal in their personal capacity. This distinction is material because the restructuring will result in changes to the economic interests of individual principals — specifically, the reallocation of carried interest percentages and management fee economics among remaining and next-generation principals. While the Firm is advising on the structural and documentation aspects of these changes, the economic split among principals (i.e., the specific percentage allocations) has been determined by the principals themselves through internal negotiations. Calderwood & Harkness's role is limited to implementing the agreed-upon economics through appropriate legal documentation, not to advocating for any particular allocation on behalf of any individual.

The interests of the remaining principals (Aldridge, Narayanan, and Hsiao) and next-generation principals (Marchetti and Okonkwo) are aligned as to the restructuring itself, though their individual economic interests (allocation percentages) differ. This is a common and well-understood dynamic in management company restructurings and does not give rise to a conflict of interest where, as here, the economic terms have been agreed among the principals prior to the engagement of outside counsel and the Firm's role is limited to documentation and structural advice. No conflict arises.

The engagement letter will include appropriate disclaimers confirming that: (i) the Firm represents the ManCo and GP entities, not any individual principal; (ii) individual principals should consult with their own personal counsel regarding the effect of the restructuring on their individual interests; and (iii) the Firm has not provided, and will not provide, advice to any individual principal regarding the fairness or adequacy of any particular economic allocation.

B. Departing Principals — Adverse Party Analysis

The departing principals — David Kellner (retiring) and Joanna Trask (departing voluntarily) — are adverse to the ManCo and GP in the negotiation of separation terms. The matters at issue include, without limitation: (a) carried interest retention percentages (i.e., what portion of the departing principals' current 15% and 12% carried interest allocations, respectively, will be retained, vested, or forfeited upon departure); (b) the terms of any clawback obligations applicable to retained carry; (c) the duration and scope of non-competition and non-solicitation covenants; (d) the terms of any Senior Advisor arrangement for Kellner, including consulting fees, office access, and administrative support; (e) representations and warranties regarding the return of confidential information and firm property; and (f) general release and waiver provisions.

Calderwood & Harkness does not represent and has not represented either Kellner or Trask. Their interests are represented by Whitford & Chase LLP, a reputable firm with a well-established private funds practice. Richard Beaulieu, a partner at Whitford & Chase, will serve as lead counsel for the departing principals, and Hannah Polk, an associate, will support the engagement. The departing principals are sophisticated parties who are represented by competent independent counsel of their own choosing.

No prior relationship exists between Calderwood & Harkness and either departing principal that would impede the Firm from acting adverse to either departing principal in negotiating the separation agreements. No prior representation, no personal relationship, and no financial interest has been identified. The Firm is fully able to advocate zealously on behalf of the ManCo and GP in the separation negotiations without any constraint arising from a prior relationship or obligation to either departing principal.

C. Fund Formation Counsel Coordination

Pemberton Hale LLP served as original fund-formation counsel for Fund III, including all organizational and formation documentation, the LPA and ancillary fund documents, side-letter negotiation, and the fundraising process through final close on April 15, 2019. Pemberton Hale continues to serve as counsel for routine fund operations, including portfolio company acquisition and disposition documentation, LP communications, annual meeting preparation, and ongoing regulatory compliance matters.

Calderwood & Harkness is being brought in specifically for the restructuring workstream, which is a discrete, defined engagement separate from Pemberton Hale's ongoing mandate. The scope delineation between the two firms is clear and has been discussed with both Victoria Langford of Pemberton Hale and Marcus Aldridge:

• Calderwood & Harkness handles: restructuring documentation (HoldCo and GP Intermediate formation, amended and restated operating agreements, carry allocation agreements), LP consent processes related to the restructuring (LPAC consent under Section 9.4 of the LPA, side-letter compliance, LP notification materials), departing principal separation agreements and related documentation, and SEC Form ADV amendments related to the restructuring.

• Pemberton Hale LLP continues with: routine fund operations, portfolio company transactions, ongoing LP communications unrelated to the restructuring, and general regulatory compliance matters.

No conflict of interest arises from the parallel engagement of two law firms on separate workstreams for the same client group. This is a common arrangement in complex private equity restructurings, where specialized expertise may be required for certain workstreams that fall outside the scope of existing fund counsel's engagement. The two firms will coordinate and share information as necessary, with appropriate joint-defense and common-interest protections in place.

D. LP Interests

While the restructuring requires LPAC consent under Section 9.4 of the LPA and involves notification to all 47 limited partners, the LP interests are not adverse to the GP and ManCo in this context. The restructuring is being undertaken to ensure continuity and stability of the Fund's management team, to provide for orderly succession planning, and to align the economic interests of remaining and next-generation principals with the long-term interests of the Fund and its limited partners. The restructuring does not alter the Fund's investment strategy, management fee rates, preferred return provisions, distribution waterfall mechanics, or fund term.

Certain side letters — specifically, four side letters with Ridgeline Public Employees' Retirement System, Pinnacle Insurance Group, Crestwood Endowment Partners, and Haverford Capital Partners — contain provisions requiring prior written notice or consent for material changes in the management structure of the GP or ManCo, changes in the identity of "Key Persons" (as defined in each respective side letter), or other material organizational changes. Compliance with these side-letter provisions involves procedural notification and consent processes rather than adversarial negotiations. The LP consent process is expected to be cooperative and consent-driven, as the restructuring is being presented as a positive development for the Fund and its limited partners.

Calderwood & Harkness does not represent any limited partner of the Fund. The engagement letter with the ManCo confirms that the Firm's representation does not extend to any LP and that the Firm will not provide advice to, or advocate on behalf of, any LP in connection with the restructuring. No conflict exists.

VIII. CONCLUSION AND RECOMMENDATION

Conclusion: No conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed engagement to advise Ardent Capital Management LLC on the management company restructuring and economics realignment for Ardent Capital Partners III LP. The conflict analysis has been thorough and comprehensive, covering all parties identified in the initial organizational call and intake materials, and extending to all known affiliates, related entities, and individual contacts.

The Firm does not currently represent, and has not previously represented, any party identified as adverse or potentially adverse in this matter. This includes, without limitation, the departing principals (David Kellner and Joanna Trask) and their counsel (Whitford & Chase LLP, Richard Beaulieu, and Hannah Polk). The Firm has no prior relationship with any departing principal that would create a duty of loyalty, a duty of confidentiality, or any other obligation that could impair the Firm's ability to represent the ManCo and GP in the separation negotiations.

The Firm does not represent any limited partner, LPAC member, or other service provider to the Fund in any capacity that would create a conflict with this engagement. The Firm has no financial interest in any identified party and no member of the engagement team has any personal relationship with any individual associated with any identified party.

Recommendation: The engagement may proceed. The conflict check is cleared. The engagement letter may be executed and substantive work may commence upon receipt of the fully executed engagement letter and the initial retainer deposit, as required by Firm policy.

Ongoing Obligation: The Firm's conflict clearance is based on the information available as of the date of this memorandum. Should any new parties or entities be identified during the course of the engagement — including, without limitation, the identity of the firm to which Joanna Trask is departing, any new limited partners admitted through secondary transfers, any portfolio company counterparties involved in transactions affected by the restructuring, or any other party whose interests may be affected by or relevant to the restructuring — supplemental conflict checks must be run promptly in accordance with Firm Policy No. 4.2. The engagement team is responsible for identifying new parties as they arise and submitting them for conflict clearance on a rolling basis throughout the engagement.

Additionally, if the scope of the engagement expands beyond the matters described in Section II above, a supplemental conflict analysis should be conducted to ensure that the expanded scope does not give rise to new conflicts.

IX. APPROVALS

Conflicts Cleared By: Margaret A. Caldwell, Conflicts Counsel, Office of General Counsel, Calderwood & Harkness LLP

Date Cleared: October 9, 2023

Responsible Partner Approval:

Nicholas Stern Partner, Private Funds Group Calderwood & Harkness LLP

Signature: ________

Date: October 9, 2023

Prepared By:

Owen Fischer Senior Associate, Private Funds Group Calderwood & Harkness LLP

Signature: ________

Date: October 9, 2023

APPENDIX A — SEARCH TERMS USED

The following search terms were entered into Calderwood & Harkness's centralized conflicts database (Glenrock Health IT Walls and Greaves Services Inc.) on October 9, 2023. All searches were conducted using both exact-match and fuzzy-match algorithms to capture potential variations in spelling, abbreviation, and formatting.

Entity Names and Variations

Individual Names and Variations

APPENDIX B — ENGAGEMENT TEAM CONFLICT CERTIFICATIONS

Individual conflict certification forms were received from each member of the proposed engagement team. Each certification was executed on October 9, 2023, and is maintained on file with the Office of General Counsel in accordance with Firm Policy No. 4.2. The certifications are summarized below.

Certification No. 1 — Nicholas Stern

Name: Nicholas Stern Title: Partner, Private Funds Group Role on Engagement: Responsible Partner Date of Certification: October 9, 2023

I hereby certify that I have reviewed the list of parties identified in connection with the proposed engagement of Calderwood & Harkness LLP by Ardent Capital Management LLC (the "Proposed Engagement"). I confirm that: (a) I have no personal conflict of interest with respect to any identified party; (b) I have no financial interest, direct or indirect, in any identified party; (c) I have no personal, familial, or social relationship with any individual associated with any identified party that could impair my independent professional judgment; and (d) I am not aware of any other circumstance that would create a conflict of interest or the appearance of a conflict of interest in connection with the Proposed Engagement.

________________________________________

Nicholas Stern

Date: October 9, 2023

Certification No. 2 — Graham Sutherland

Name: Graham Sutherland Title: Partner, Private Funds Group Role on Engagement: Billing Partner Date of Certification: October 9, 2023

________________________________________

Graham Sutherland

Date: October 9, 2023

Certification No. 3 — Owen Fischer

Name: Owen Fischer Title: Senior Associate, Private Funds Group Role on Engagement: Lead Associate Date of Certification: October 9, 2023

________________________________________

Owen Fischer

Date: October 9, 2023

Certification No. 4 — Stephen Adler

Name: Stephen Adler Title: Associate, Private Funds Group Role on Engagement: Working Associate Date of Certification: October 9, 2023

________________________________________

Stephen Adler

Date: October 9, 2023

Certification No. 5 — Sylvia Hartwell

Name: Sylvia Hartwell Title: Partner, Tax Group Role on Engagement: Specialist Partner, Tax Date of Certification: October 9, 2023

________________________________________

Sylvia Hartwell

Date: October 9, 2023

This memorandum is an internal document of Calderwood & Harkness LLP prepared in connection with the Firm's conflict-of-interest clearance procedures. It is subject to the attorney-client privilege, the work product doctrine, and all other applicable protections. It is not intended for distribution outside the Firm and should not be shared with any client, prospective client, or third party without the prior written approval of the Office of General Counsel.

Name	Role	Title
Nicholas Stern	Responsible Partner	Partner, Private Funds
Graham Sutherland	Billing Partner	Partner, Private Funds
Owen Fischer	Lead Associate	Senior Associate, Private Funds
Stephen Adler	Working Associate	Associate, Private Funds
Sylvia Hartwell	Specialist Partner, Tax	Partner, Tax
Timekeeper Category	Hourly Rate
Partner	$1,650
Specialist Partner	$1,750
Senior Associate	$950
Associate	$750
Party	Search Terms Used
Ardent Capital Partners III LP	"Ardent Capital Partners III LP"; "Ardent Capital Partners III"; "Ardent CP III"; "Ardent Capital III"; "ACP III"; "Ardent Partners III"
Ardent Capital GP III LLC	"Ardent Capital GP III LLC"; "Ardent Capital GP III"; "Ardent GP III"; "ACP GP III"
Ardent Capital Management LLC	"Ardent Capital Management LLC"; "Ardent Capital Management"; "Ardent Capital Mgmt"; "ACM LLC"; "Ardent Management"
Ardent Capital Holdings LLC	"Ardent Capital Holdings LLC"; "Ardent Capital Holdings"; "Ardent Holdings"; "ACH LLC"
Ardent GP Intermediate LLC	"Ardent GP Intermediate LLC"; "Ardent GP Intermediate"; "ACP GP Intermediate"
Ardent Capital (general)	"Ardent Capital"; "Ardent Cap"; "Ardent"; "Ardent Capital Partners"; "Ardent Capital Partners I"; "Ardent Capital Partners II"; "ACP"; "ACP I"; "ACP II"
Whitford & Chase LLP	"Whitford & Chase LLP"; "Whitford & Chase"; "Whitford Chase"; "W&C LLP"
Pemberton Hale LLP	"Pemberton Hale LLP"; "Pemberton Hale"; "Pemberton-Hale"
Ridgeline Public Employees' Retirement System	"Ridgeline Public Employees' Retirement System"; "Ridgeline PERS"; "Ridgeline Retirement"; "Ridgeline Public Employees"
Crestwood Endowment Partners	"Crestwood Endowment Partners"; "Crestwood Endowment"; "Crestwood Partners"
Pinnacle Insurance Group	"Pinnacle Insurance Group"; "Pinnacle Insurance"; "Pinnacle Ins Group"; "Pinnacle Ins"
Graystone Family Office LLC	"Graystone Family Office LLC"; "Graystone Family Office"; "Graystone FO"; "Graystone LLC"
Haverford Capital Partners	"Haverford Capital Partners"; "Haverford Capital"; "Haverford Partners"; "Haverford CP"

Heathrow Whitman & Co.	"Heathrow Whitman & Co."; "Heathrow Whitman"; "Heathrow Whitman & Company"
Broadleaf Consulting Group	"Broadleaf Consulting Group"; "Broadleaf Consulting"; "Broadleaf Group"
Lockwood Placement Partners LLC	"Lockwood Placement Partners LLC"; "Lockwood Placement Partners"; "Lockwood Placement"; "Lockwood Partners"
Prestige Registered Agents LLC	"Prestige Registered Agents LLC"; "Prestige Registered Agents"; "Prestige Agents"
Individual	Search Terms Used
Marcus Aldridge	"Marcus Aldridge"; "Aldridge, Marcus"; "M. Aldridge"; "Marc Aldridge"
Priya Narayanan	"Priya Narayanan"; "Narayanan, Priya"; "P. Narayanan"
David Kellner	"David Kellner"; "Kellner, David"; "D. Kellner"; "Dave Kellner"
Joanna Trask	"Joanna Trask"; "Trask, Joanna"; "J. Trask"; "Jo Trask"
Robert Hsiao	"Robert Hsiao"; "Hsiao, Robert"; "R. Hsiao"; "Bob Hsiao"; "Rob Hsiao"
Elena Marchetti	"Elena Marchetti"; "Marchetti, Elena"; "E. Marchetti"
Samuel Okonkwo	"Samuel Okonkwo"; "Okonkwo, Samuel"; "S. Okonkwo"; "Sam Okonkwo"
Richard Beaulieu	"Richard Beaulieu"; "Beaulieu, Richard"; "R. Beaulieu"; "Rich Beaulieu"
Hannah Polk	"Hannah Polk"; "Polk, Hannah"; "H. Polk"
Victoria Langford	"Victoria Langford"; "Langford, Victoria"; "V. Langford"; "Vicki Langford"
Thomas Engström	"Thomas Engström"; "Engström, Thomas"; "T. Engström"; "Thomas Engstrom"; "Tom Engström"
Annika Johansson	"Annika Johansson"; "Johansson, Annika"; "A. Johansson"
Derek Mallinson	"Derek Mallinson"; "Mallinson, Derek"; "D. Mallinson"
Catherine Whitfield	"Catherine Whitfield"; "Whitfield, Catherine"; "C. Whitfield"; "Cathy Whitfield"
Paul Devereux	"Paul Devereux"; "Devereux, Paul"; "P. Devereux"
Martin Schreiber	"Martin Schreiber"; "Schreiber, Martin"; "M. Schreiber"
Sarah Fontaine	"Sarah Fontaine"; "Fontaine, Sarah"; "S. Fontaine"

CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
PRIVILEGED & CONFIDENTIAL
ATTORNEY WORK PRODUCT
TO: Nicholas Stern, Responsible Partner Graham Sutherland, Billing Partner
FROM: Owen Fischer, Lead Associate
DATE: October 9, 2023
RE: Conflict Check Results — Proposed Engagement: Ardent Capital Partners III LP Management Company Restructuring & Economics Realignment
NEW MATTER NUMBER: [Internal reference to be assigned upon final clearance and engagement letter execution]
STATUS: CLEARED — No Conflicts Identified
I. PURPOSE AND SCOPE OF MEMORANDUM
This memorandum documents the results of the conflicts analysis conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") by Ardent Capital Management LLC ("ManCo") to advise on a comprehensive restructuring of the management company and realignment of economics among the principals of Ardent Capital Partners III LP (the "Fund"). The purpose of this memorandum is to memorialize the search methodology, results, and analysis performed pursuant to the Firm's conflict-of-interest policies and procedures, and to confirm that no conflict of interest exists that would preclude the Firm from undertaking the proposed engagement.
The conflict check was initiated on October 9, 2023, in advance of executing the engagement letter for this matter. In accordance with Firm policy and applicable Rules of Professional Conduct, no substantive work will commence and no engagement letter will be executed until the conflict check has been completed and cleared by the Firm's Office of General Counsel.
The analysis covers all parties identified in the initial organizational call held on October 6, 2023, between Nicholas Stern and Marcus Aldridge, as well as all parties identified in the intake materials subsequently provided by Ardent Capital Management LLC on October 7, 2023. The parties searched include, without limitation, the Fund entities, their principals (both remaining and departing), departing principals and their outside counsel, fund formation counsel, key limited partners (including all Limited Partner Advisory Committee ("LPAC") members), the Fund's placement agent, auditors and tax advisors, valuation advisors, and the Fund's registered agent.
The review was conducted against Calderwood & Harkness's firm-wide centralized conflicts database (Glenrock Health IT Walls and Greaves Services Inc.), current and historical matter records dating to the Firm's founding, individual attorney disclosures (including lateral hire screening records), and personal conflict certifications obtained from each member of the proposed engagement team. The scope of the search extended to all known affiliates, related entities, and prior fund vintages associated with the identified parties.
II. DESCRIPTION OF PROPOSED ENGAGEMENT
A. Client Identification
Client: Ardent Capital Management LLC (the "ManCo"), a Delaware limited liability company and registered investment adviser with the United States Securities and Exchange Commission (CRD #298417). The ManCo's principal office is located at 590 Madison Avenue, 28th Floor, New York, NY 10022. The ManCo's Employer Identification Number is 84-3291070. The ManCo serves as the investment adviser to Ardent Capital Partners III LP and is controlled by its managing members, Marcus Aldridge and Priya Narayanan.
B. Scope of Representation
Calderwood & Harkness LLP has been asked to advise on the management company restructuring and economics realignment for Ardent Capital Partners III LP, a Delaware limited partnership with approximately $2.8 billion in aggregate capital commitments. The fund completed its final close on April 15, 2019, and is currently in its investment period, which is expected to conclude on April 15, 2024. The engagement encompasses a broad restructuring mandate touching on governance, economics, regulatory, and personnel matters, specifically including the following workstreams:
(1) Formation of New Holding Company Structure. Advising on the formation of Ardent Capital Holdings LLC ("HoldCo"), a new Delaware limited liability company that will serve as a holding company above the ManCo and GP entities, designed to facilitate succession planning, next-generation principal admission, and the orderly transition of economics over time. In connection therewith, advising on the formation of Ardent GP Intermediate LLC ("GP Intermediate"), a new Delaware limited liability company to be interposed between HoldCo and the existing General Partner entity.
(2) Reallocation of Carried Interest and Management Fee Economics. Advising on the reallocation of carried interest percentages and management fee economics among remaining and next-generation principals, including the drafting and negotiation of amended and restated operating agreements for the GP, ManCo, and newly formed entities, as well as carry allocation agreements and vesting schedules for next-generation principals Elena Marchetti and Samuel Okonkwo.
(3) Departing Principal Separation Arrangements. Advising on the negotiation and documentation of separation arrangements for two departing principals: David Kellner (retiring, effective March 31, 2024) and Joanna Trask (departing voluntarily to join another firm, effective April 15, 2024). This workstream includes carry retention and forfeiture analysis, non-competition and non-solicitation covenant negotiation, transition services arrangements, and Senior Advisor agreement documentation for Kellner.
(4) LPAC Consent and LP Notification Processes. Advising on the process for obtaining LPAC consent under Section 9.4 of the Fund's Amended and Restated Limited Partnership Agreement (the "LPA"), as well as the drafting of LP notification materials and compliance with side-letter consent and notification provisions applicable to certain limited partners.
(5) SEC Form ADV Amendments. Advising on necessary amendments to the ManCo's Form ADV Parts 1 and 2A/2B to reflect changes in ownership, control persons, and management personnel resulting from the restructuring.
(6) Coordination with Fund Formation Counsel and Tax/Accounting Advisors. Coordinating with Pemberton Hale LLP (fund formation counsel) and Heathrow Whitman & Co. (auditors and tax advisors) on overlapping workstreams, including tax structuring considerations related to the HoldCo formation and carry reallocation.
C. Engagement Team
The following attorneys have been designated as members of the proposed engagement team:
D. Fee Arrangement
The proposed fee arrangement, as set forth in the draft engagement letter, is based on hourly rates as follows:
Based on the anticipated scope of work and the complexity of the restructuring, the estimated total fee range for the engagement is $850,000 to $1,100,000, exclusive of disbursements and expenses. This estimate assumes a timeframe of approximately five to seven months from engagement commencement through completion of LP notification processes and regulatory filings, and is subject to revision based on the complexity of separation negotiations with the departing principals and any unforeseen issues arising during the LPAC consent process.
III. PARTIES SEARCHED
The following parties, entities, and individuals were run through the Firm's centralized conflicts database. The parties are organized by category to facilitate review. All entity names, individual names, known aliases, and commonly used abbreviations were included as search terms. A complete list of all search terms used is set forth in Appendix A to this memorandum.
A. Fund Entities (Client-Side)
1.  Ardent Capital Partners III LP (the "Fund") — A Delaware limited partnership formed on January 22, 2018, for the purpose of making private equity investments in middle-market companies. EIN: 84-3291057. Principal office: 590 Madison Avenue, 28th Floor, New York, NY 10022. The Fund held its first close on June 1, 2018, and its final close on April 15, 2019, with aggregate capital commitments of approximately $2.8 billion from 47 limited partners.
2.  Ardent Capital GP III LLC (the "General Partner" or "GP") — A Delaware limited liability company that serves as the general partner of the Fund. EIN: 84-3291063. The GP's registered agent is Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904. The GP's members are the principals identified in Section III.B below, with percentage interests as described therein.
3.  Ardent Capital Management LLC (the "ManCo") — A Delaware limited liability company that serves as the SEC-registered investment adviser to the Fund. SEC registration pursuant to the Investment Advisers Act of 1940; CRD #298417. EIN: 84-3291070. Principal office: 590 Madison Avenue, 28th Floor, New York, NY 10022. The ManCo receives the management fee from the Fund (currently 1.75% of committed capital during the investment period and 1.50% of invested capital thereafter) and employs the investment professionals who manage the Fund's portfolio.
4.  Ardent Capital Holdings LLC ("HoldCo") — A Delaware limited liability company to be formed as part of the restructuring contemplated by this engagement. HoldCo is not yet in existence, and its EIN is to be obtained. Upon formation, HoldCo is intended to serve as the top-level holding entity above both the ManCo and the GP (through GP Intermediate), providing a unified governance and economic structure for succession planning purposes.
5.  Ardent GP Intermediate LLC ("GP Intermediate") — A Delaware limited liability company to be formed as part of the restructuring contemplated by this engagement. GP Intermediate is not yet in existence, and its EIN is to be obtained. Upon formation, GP Intermediate will be interposed between HoldCo and the existing General Partner entity, serving as the sole member of Ardent Capital GP III LLC.
B. Principals of the General Partner
1.  Marcus Aldridge — Co-Founder and Managing Partner of Ardent Capital. Age 56. Mr. Aldridge is a remaining principal and will continue as a managing member of the restructured entities. He currently holds a 35% membership interest in the GP and a 35% carried interest allocation in the Fund. Mr. Aldridge received his B.A. from Yale University and his M.B.A. from the Wharton School of the University of Pennsylvania. His residential address is on file with the Firm.
2.  Priya Narayanan — Co-Founder and Managing Partner of Ardent Capital. Age 53. Ms. Narayanan is a remaining principal and will continue as a managing member of the restructured entities. She currently holds a 30% membership interest in the GP and a 30% carried interest allocation in the Fund. Ms. Narayanan received her B.A. from Princeton University and her J.D. from Columbia Law School. She is admitted to the bar in New York (inactive status). Her residential address is on file with the Firm.
3.  David Kellner — Senior Partner (Departing — Retirement). Age 61. Mr. Kellner joined Ardent Capital in 2010 as a senior hire from a predecessor firm. He currently holds a 15% membership interest in the GP and a 15% carried interest allocation in the Fund. Mr. Kellner's retirement is effective March 31, 2024, and he is expected to transition to a Senior Advisor role with a reduced economic participation (terms to be negotiated). His residential address is on file with the Firm.
4.  Joanna Trask — Partner (Departing — Voluntary). Age 48. Ms. Trask joined Ardent Capital in 2013. She currently holds a 12% membership interest in the GP and a 12% carried interest allocation in the Fund. Ms. Trask is departing voluntarily to join another private equity firm (identity not yet disclosed to Calderwood & Harkness) effective April 15, 2024. Her residential address is on file with the Firm.
5.  Robert Hsiao — Partner (Remaining). Age 44. Mr. Hsiao joined Ardent Capital in 2015. He currently holds an 8% membership interest in the GP and an 8% carried interest allocation in the Fund. Mr. Hsiao received his M.Eng. from the Massachusetts Institute of Technology and his M.B.A. from Harvard Business School. His residential address is on file with the Firm.
C. Next-Generation Principals
1.  Elena Marchetti — Principal. Age 38. Ms. Marchetti joined Ardent Capital in 2017 and is expected to receive a 4% carried interest allocation as part of the post-restructuring economics realignment. She does not currently hold a membership interest in the GP but is anticipated to become a member of HoldCo upon completion of the restructuring. Her residential address is on file with the Firm.
2.  Samuel Okonkwo — Principal. Age 36. Mr. Okonkwo joined Ardent Capital in 2018 and is expected to receive a 4% carried interest allocation as part of the post-restructuring economics realignment. He does not currently hold a membership interest in the GP but is anticipated to become a member of HoldCo upon completion of the restructuring. His residential address is on file with the Firm.
D. Departing Principals' Counsel
1.  Whitford & Chase LLP — A law firm retained by David Kellner and Joanna Trask to represent them in the negotiation of their respective separation arrangements with Ardent Capital. Principal office: 200 Park Avenue, Suite 4200, New York, NY 10166. Whitford & Chase is a nationally recognized law firm with a significant private funds practice.
2.  Richard Beaulieu — Partner, Private Funds practice, Whitford & Chase LLP. Mr. Beaulieu is lead counsel for the departing principals in connection with the separation negotiations.
3.  Hannah Polk — Associate, Private Funds practice, Whitford & Chase LLP. Ms. Polk is working under Mr. Beaulieu's supervision on the separation negotiations.
E. Fund Formation Counsel
1.  Pemberton Hale LLP — A law firm that served as fund-formation counsel for Ardent Capital Partners III LP and continues to serve as ongoing counsel for routine fund operations, including portfolio company transactions, LP communications, and regulatory compliance. Principal office: One Liberty Plaza, 40th Floor, New York, NY 10006.
2.  Victoria Langford — Partner, Pemberton Hale LLP. Ms. Langford is the lead partner on the Ardent Capital Partners III LP engagement and has served as primary outside counsel to the Ardent Capital platform since the formation of Fund III.
F. LPAC Members / Key Limited Partners
1.  Ridgeline Public Employees' Retirement System — A state pension fund and the Fund's largest limited partner, with a capital commitment of $225 million. Ridgeline is a member of the Fund's LPAC. Primary contact: Thomas Engström, Chief Investment Officer.
2.  Crestwood Endowment Partners — A university endowment and limited partner in the Fund, with a capital commitment of $150 million. Crestwood is a member of the Fund's LPAC. Primary contact: Annika Johansson, Director of Private Equity.
3.  Pinnacle Insurance Group — An insurance company limited partner in the Fund, with a capital commitment of $175 million. Pinnacle is a member of the Fund's LPAC. Primary contact: Derek Mallinson, Head of Alternatives.
4.  Graystone Family Office LLC — A single-family office organized as a Delaware limited liability company and a limited partner in the Fund, with a capital commitment of $50 million. Graystone is a member of the Fund's LPAC. Primary contact: Catherine Whitfield, Managing Director.
5.  Haverford Capital Partners — An institutional limited partner in the Fund. Haverford has been identified in side-letter analysis as having material-change consent requirements that are potentially triggered by the proposed restructuring, specifically provisions requiring prior written consent from Haverford before any change in the identity of "Key Persons" or any material change in the management structure of the GP or ManCo.
G. Other Advisors and Service Providers
1.  Heathrow Whitman & Co. — An independent accounting firm serving as auditor and tax advisor to the Fund and ManCo. Principal office: 1345 Avenue of the Americas, 18th Floor, New York, NY 10105. Lead engagement partner: Paul Devereux, CPA.
2.  Broadleaf Consulting Group — An independent valuation firm providing quarterly portfolio company valuations in accordance with the Fund's valuation policy and ASC 820 fair value standards. Principal office: 125 High Street, Suite 2800, Boston, MA 02110. Lead: Martin Schreiber, ASA (Accredited Senior Appraiser).
3.  Lockwood Placement Partners LLC — Placement agent for the Fund III fundraise. Certain tail-fee obligations remain with respect to commitments sourced by Lockwood during the fundraising period. Principal office: 399 Park Avenue, Suite 3100, New York, NY 10022. Lead: Sarah Fontaine.
4.  Prestige Registered Agents LLC — Registered agent for the GP entity in the State of Delaware. 850 New Burton Road, Suite 201, Dover, DE 19904. Prestige provides statutory registered agent services only and has no advisory, management, or governance role with respect to any Ardent Capital entity.
IV. CONFLICT CHECK METHODOLOGY
The conflict check was conducted in accordance with Calderwood & Harkness's Firm Policy No. 4.2 (Conflicts of Interest — New Engagement Clearance Procedures), as most recently updated on July 1, 2023. The following procedures were followed:
Database Search. All party names, entity names, individual names, and known aliases or short names (as set forth in Appendix A) were searched against Calderwood & Harkness's centralized conflicts database, maintained through the Glenrock Health IT Walls and Greaves Services Inc. systems. The database captures all current and former client representations, adverse party records, lateral hire conflict disclosures, and financial interest and investment disclosures from all attorneys in the Firm. The search was run on October 9, 2023, at approximately 8:30 a.m. Eastern Time, and the results were reviewed and analyzed by the undersigned.
Current and Historical Matter Records. In addition to the automated database search, a manual review of current and historical matter records was conducted to identify any representations that may have been entered under variant names or entity designations that might not have been captured by the automated search. This review encompassed the Firm's matter management system and billing records.
Affiliate Cross-References. Cross-reference searches were conducted for all known affiliates of each identified party. For the Ardent Capital entities, this included searches for prior fund vintages (Ardent Capital Partners I LP, Ardent Capital Partners II LP, and any co-investment vehicles or parallel funds, if any), as well as searches for known portfolio company names where available from public sources. For the limited partners, searches were conducted for known parent entities, subsidiaries, and affiliated investment vehicles.
Individual Attorney Certifications. Individual conflict certifications were requested from all members of the proposed engagement team: Nicholas Stern, Graham Sutherland, Owen Fischer, Stephen Adler, and Sylvia Hartwell. Each team member was asked to confirm: (a) whether they have any personal conflict of interest with respect to any identified party; (b) whether they have any financial interest (direct or indirect) in any identified party; (c) whether they have any personal or familial relationship with any individual associated with an identified party; and (d) whether they are aware of any circumstance that could impair their independent professional judgment in connection with the proposed engagement. All five certifications have been received and are documented in Section VI below and attached as Appendix B.
Scope of Review. The conflict analysis was conducted with reference to the New York Rules of Professional Conduct, Rules 1.7 (Conflict of Interest — Current Clients), 1.8 (Current Clients — Specific Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest), as well as the Firm's internal conflicts policies, which impose obligations that in certain respects exceed the minimum requirements of the applicable professional conduct rules.
V. RESULTS OF CONFLICT SEARCH
The results of the conflict search are set forth below, organized by party category. For each party or group of parties, the result of the database search and any related analysis are provided.
A. Fund Entities (Ardent Capital Partners III LP, Ardent Capital GP III LLC, Ardent Capital Management LLC)
Result: No prior or current representation identified. Calderwood & Harkness has not previously represented any Ardent Capital entity in any capacity, whether as client, adverse party, or interested third party. No matters were returned in the database search for any Ardent Capital entity, including the Fund, the GP, or the ManCo.
Note: The Firm has not represented any predecessor fund vehicles of the Ardent Capital platform. Searches were conducted for "Ardent Capital Partners I LP" and "Ardent Capital Partners II LP," as well as general searches for "Ardent Capital" and all abbreviations and variations thereof, and no results were returned. No co-investment vehicles, parallel funds, or alternative investment vehicles associated with the Ardent Capital platform were identified in the Firm's records. Additionally, no portfolio company representations were identified that are attributable to any Ardent Capital fund vehicle.
As the to-be-formed entities (HoldCo and GP Intermediate) are not yet in existence, no search was conducted for those entities by name in the conflicts database, but the names "Ardent Capital Holdings" and "Ardent GP Intermediate" were searched to confirm no pre-existing entries. No results were returned.
B. Principals — Remaining (Marcus Aldridge, Priya Narayanan, Robert Hsiao)
Result: No prior or current representation of any remaining principal identified. Calderwood & Harkness has not represented Marcus Aldridge, Priya Narayanan, or Robert Hsiao in any individual capacity, and none of these individuals appears in the Firm's conflicts database as a client, adverse party, or related party in any matter.
No adverse representations were identified. Calderwood & Harkness does not currently represent, and has not previously represented, any party adverse to any remaining principal in any pending or concluded matter.
No personal relationships were disclosed by any member of the engagement team with respect to any remaining principal. All five team members confirmed in their individual certifications that they have no prior personal, social, or professional relationship with Marcus Aldridge, Priya Narayanan, or Robert Hsiao.
C. Principals — Next-Generation (Elena Marchetti, Samuel Okonkwo)
Result: No prior or current representation of Elena Marchetti or Samuel Okonkwo identified. Neither individual appears in the Firm's conflicts database in any capacity. No adverse representations were identified. No personal relationships were disclosed by any member of the engagement team.
D. Departing Principals (David Kellner, Joanna Trask)
Result: No prior or current representation of either departing principal identified. Calderwood & Harkness has not represented David Kellner or Joanna Trask individually in any matter, and neither individual appears in the Firm's conflicts database as a client, former client, or related party in any capacity.
No adverse representations were identified that would preclude the Firm from acting adverse to either departing principal in connection with the separation negotiations.
Critical Note: David Kellner and Joanna Trask will be adverse parties in the negotiation of separation agreements, including matters relating to carried interest retention and forfeiture, non-competition and non-solicitation covenants, transition services arrangements, and other economic and restrictive terms. Calderwood & Harkness does not and will not represent either departing principal in any capacity in connection with this engagement or otherwise. Their interests will be represented by independent outside counsel, Whitford & Chase LLP (Richard Beaulieu, lead partner; Hannah Polk, associate). This adversarial relationship is noted for the record and is specifically addressed in the proposed engagement letter with the ManCo, which provides that the Firm represents the ManCo and the GP, and not any individual principal (whether remaining or departing) in their personal capacity. A separate acknowledgment letter will be sent to both Kellner and Trask confirming that Calderwood & Harkness does not represent them and advising them to consult with their own counsel, which they have already retained.
E. Whitford & Chase LLP (Departing Principals' Counsel)
Result: No current client-adverse relationship with Whitford & Chase LLP identified. Calderwood & Harkness and Whitford & Chase LLP are not co-counsel on any current matter. Whitford & Chase LLP does not appear as an adverse party in any currently active Calderwood & Harkness engagement. Calderwood & Harkness does not represent any party that is currently adverse to Whitford & Chase LLP in any pending matter or proceeding.
Note: Richard Beaulieu (Partner, Private Funds, Whitford & Chase LLP) and Hannah Polk (Associate, Whitford & Chase LLP) were individually checked in the conflicts database. No conflicts were identified with respect to either individual. Neither Mr. Beaulieu nor Ms. Polk has any prior relationship with Calderwood & Harkness, has been a client of the Firm, or appears in the Firm's database in any capacity.
The Firm's historical records reflect that Calderwood & Harkness and Whitford & Chase LLP have been on opposite sides of transactions on prior occasions, as is common among major New York law firms engaged in private funds practice, but no current adversity exists and no prior engagement creates any impediment to the proposed representation.
F. Pemberton Hale LLP (Fund Formation Counsel)
Result: No conflict identified. Pemberton Hale LLP is not adverse to any Calderwood & Harkness client in any current matter. Calderwood & Harkness does not represent any party that is currently adverse to Pemberton Hale LLP in any pending matter or proceeding.
Note: Pemberton Hale LLP will continue as fund counsel for routine Ardent Capital operations while Calderwood & Harkness handles the restructuring engagement. The two firms will coordinate and collaborate on overlapping workstreams, including LP notification processes and regulatory filings. This is a co-counsel or parallel representation relationship, not an adversarial one. No conflict of interest arises from the concurrent engagement of two law firms by the same client group on separate but related workstreams.
Victoria Langford (Partner, Pemberton Hale LLP) was individually checked in the conflicts database. No conflicts were identified. Ms. Langford does not appear in the Firm's records as a client, former client, adverse party, or related individual in any matter.
G. LPAC Members / Key Limited Partners
1.  Ridgeline Public Employees' Retirement System — No current representation by Calderwood & Harkness. Ridgeline does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified — Calderwood & Harkness does not represent any party currently adverse to Ridgeline in any pending matter. Thomas Engström (CIO) individually checked — clear. No conflicts identified.
2.  Crestwood Endowment Partners — No current representation by Calderwood & Harkness. Crestwood does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Annika Johansson (Director of Private Equity) individually checked — clear. No conflicts identified.
3.  Pinnacle Insurance Group — No current representation by Calderwood & Harkness. Pinnacle does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Derek Mallinson (Head of Alternatives) individually checked — clear. No conflicts identified.
4.  Graystone Family Office LLC — No current representation by Calderwood & Harkness. Graystone does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. Catherine Whitfield (Managing Director) individually checked — clear. No conflicts identified.
5.  Haverford Capital Partners — No current representation by Calderwood & Harkness. Haverford does not appear in the Firm's conflicts database as a current or former client. No adverse representation identified. No conflicts identified.
Note Regarding LP Interests Generally: While the limited partners are not adverse parties in this matter — the restructuring is being conducted with LP and LPAC consent, not against LP interests — the limited partners are identified and searched as interested parties whose economic and governance interests may differ from those of the GP and ManCo. In particular, the LPs have an interest in ensuring that the management structure remains stable, that key investment professionals continue to manage the Fund's portfolio, and that any restructuring does not adversely affect the Fund's investment strategy, fee economics, or performance. However, the restructuring as currently contemplated does not alter the Fund's investment strategy, management fee rates, or fund term, and LPAC consent will be sought in accordance with the LPA and applicable side-letter provisions.
Calderwood & Harkness does not represent any limited partner of the Fund in any capacity. The representation does not extend to any LP, and no conflict exists.
H. Other Advisors and Service Providers
1.  Heathrow Whitman & Co. / Paul Devereux — No current representation by Calderwood & Harkness. Heathrow Whitman does not appear in the Firm's conflicts database as a current or former client or adverse party. Mr. Devereux individually checked — clear. Heathrow Whitman is a service provider to the Fund and ManCo, not a counterparty or adverse party in connection with this engagement. No conflict identified.
2.  Broadleaf Consulting Group / Martin Schreiber — No current representation by Calderwood & Harkness. Broadleaf does not appear in the Firm's conflicts database as a current or former client or adverse party. Mr. Schreiber individually checked — clear. Broadleaf is a service provider to the Fund, providing independent valuation services. No conflict identified.
3.  Lockwood Placement Partners LLC / Sarah Fontaine — No current representation by Calderwood & Harkness. Lockwood does not appear in the Firm's conflicts database as a current or former client or adverse party. Ms. Fontaine individually checked — clear. Lockwood served as placement agent for the Fund III fundraise, and certain tail-fee obligations remain with respect to commitments sourced by Lockwood during the fundraising period. These tail-fee obligations are a pre-existing Fund-level contractual matter and do not create a conflict with respect to the proposed restructuring engagement. No conflict identified.
4.  Prestige Registered Agents LLC — No conflict. Prestige is a registered agent service provider and has no advisory, governance, or economic interest in any Ardent Capital entity. No further analysis required.
VI. ENGAGEMENT TEAM CERTIFICATIONS
Individual conflict certification forms were requested from and provided by each member of the proposed engagement team. Each certification was executed on October 9, 2023, and confirms that the certifying attorney: (a) has no personal conflict of interest with respect to any party identified in this memorandum; (b) has no financial interest (direct or indirect) in any party identified in this memorandum; (c) has no personal, familial, or social relationship with any individual associated with any identified party that could impair independent judgment; and (d) is not aware of any other circumstance that would create a conflict of interest or the appearance of a conflict of interest in connection with the proposed engagement. The certifications are summarized below and the executed certification forms are attached as Appendix B.
Nicholas Stern (Responsible Partner): Confirmed no personal conflicts, no financial interests in any identified party, no prior representation of any adverse party, and no personal relationships with any individual associated with any identified party. Mr. Stern further confirmed that he has not previously worked on any matter involving any Ardent Capital entity, any of the identified principals, or any of the identified limited partners. Certification dated October 9, 2023.
Graham Sutherland (Billing Partner): Confirmed no conflicts. Mr. Sutherland confirmed no personal conflicts, no financial interests, no prior representations, and no personal relationships with any identified party. Certification dated October 9, 2023.
Owen Fischer (Lead Associate): Confirmed no conflicts. The undersigned confirmed no personal conflicts, no financial interests, no prior representations, and no personal relationships with any identified party. Certification dated October 9, 2023.
Stephen Adler (Working Associate): Confirmed no conflicts. Mr. Adler confirmed no personal conflicts, no financial interests, no prior representations, and no personal relationships with any identified party. Certification dated October 9, 2023.
Sylvia Hartwell (Specialist Partner, Tax): Confirmed no conflicts. Ms. Hartwell confirmed no personal conflicts, no financial interests, no prior representations, and no personal relationships with any identified party. Ms. Hartwell further confirmed that she has not previously advised any Ardent Capital entity, principal, or limited partner on any tax matter. Certification dated October 9, 2023.
VII. ANALYSIS OF POTENTIAL ISSUES
While the conflict search returned no disqualifying conflicts, the following potential issues were identified and analyzed to confirm that no conflict of interest exists. This analysis is provided for completeness and to document the Firm's consideration of relationship dynamics that, while not constituting conflicts, warrant attention and memorialization.
A. Dual Representation Considerations
Calderwood & Harkness is engaged by Ardent Capital Management LLC (the ManCo), but the restructuring involves multiple related entities: the Fund, the GP, the ManCo, and the to-be-formed HoldCo and GP Intermediate. All of these entities are under common control by Marcus Aldridge and Priya Narayanan, and their interests are aligned for purposes of this transaction. The restructuring is being undertaken at the direction of the managing members and is designed to benefit all of the related entities by creating a more sustainable organizational structure that facilitates succession planning and economic realignment.
The engagement letter clarifies that Calderwood & Harkness represents the ManCo and, by extension, the GP in connection with the restructuring. The Firm does not represent any individual principal in their personal capacity. This distinction is material because the restructuring will result in changes to the economic interests of individual principals — specifically, the reallocation of carried interest percentages and management fee economics among remaining and next-generation principals. While the Firm is advising on the structural and documentation aspects of these changes, the economic split among principals (i.e., the specific percentage allocations) has been determined by the principals themselves through internal negotiations. Calderwood & Harkness's role is limited to implementing the agreed-upon economics through appropriate legal documentation, not to advocating for any particular allocation on behalf of any individual.
The interests of the remaining principals (Aldridge, Narayanan, and Hsiao) and next-generation principals (Marchetti and Okonkwo) are aligned as to the restructuring itself, though their individual economic interests (allocation percentages) differ. This is a common and well-understood dynamic in management company restructurings and does not give rise to a conflict of interest where, as here, the economic terms have been agreed among the principals prior to the engagement of outside counsel and the Firm's role is limited to documentation and structural advice. No conflict arises.
The engagement letter will include appropriate disclaimers confirming that: (i) the Firm represents the ManCo and GP entities, not any individual principal; (ii) individual principals should consult with their own personal counsel regarding the effect of the restructuring on their individual interests; and (iii) the Firm has not provided, and will not provide, advice to any individual principal regarding the fairness or adequacy of any particular economic allocation.
B. Departing Principals — Adverse Party Analysis
The departing principals — David Kellner (retiring) and Joanna Trask (departing voluntarily) — are adverse to the ManCo and GP in the negotiation of separation terms. The matters at issue include, without limitation: (a) carried interest retention percentages (i.e., what portion of the departing principals' current 15% and 12% carried interest allocations, respectively, will be retained, vested, or forfeited upon departure); (b) the terms of any clawback obligations applicable to retained carry; (c) the duration and scope of non-competition and non-solicitation covenants; (d) the terms of any Senior Advisor arrangement for Kellner, including consulting fees, office access, and administrative support; (e) representations and warranties regarding the return of confidential information and firm property; and (f) general release and waiver provisions.
Calderwood & Harkness does not represent and has not represented either Kellner or Trask. Their interests are represented by Whitford & Chase LLP, a reputable firm with a well-established private funds practice. Richard Beaulieu, a partner at Whitford & Chase, will serve as lead counsel for the departing principals, and Hannah Polk, an associate, will support the engagement. The departing principals are sophisticated parties who are represented by competent independent counsel of their own choosing.
No prior relationship exists between Calderwood & Harkness and either departing principal that would impede the Firm from acting adverse to either departing principal in negotiating the separation agreements. No prior representation, no personal relationship, and no financial interest has been identified. The Firm is fully able to advocate zealously on behalf of the ManCo and GP in the separation negotiations without any constraint arising from a prior relationship or obligation to either departing principal.
C. Fund Formation Counsel Coordination
Pemberton Hale LLP served as original fund-formation counsel for Fund III, including all organizational and formation documentation, the LPA and ancillary fund documents, side-letter negotiation, and the fundraising process through final close on April 15, 2019. Pemberton Hale continues to serve as counsel for routine fund operations, including portfolio company acquisition and disposition documentation, LP communications, annual meeting preparation, and ongoing regulatory compliance matters.
Calderwood & Harkness is being brought in specifically for the restructuring workstream, which is a discrete, defined engagement separate from Pemberton Hale's ongoing mandate. The scope delineation between the two firms is clear and has been discussed with both Victoria Langford of Pemberton Hale and Marcus Aldridge:
•  Calderwood & Harkness handles: restructuring documentation (HoldCo and GP Intermediate formation, amended and restated operating agreements, carry allocation agreements), LP consent processes related to the restructuring (LPAC consent under Section 9.4 of the LPA, side-letter compliance, LP notification materials), departing principal separation agreements and related documentation, and SEC Form ADV amendments related to the restructuring.
•  Pemberton Hale LLP continues with: routine fund operations, portfolio company transactions, ongoing LP communications unrelated to the restructuring, and general regulatory compliance matters.
No conflict of interest arises from the parallel engagement of two law firms on separate workstreams for the same client group. This is a common arrangement in complex private equity restructurings, where specialized expertise may be required for certain workstreams that fall outside the scope of existing fund counsel's engagement. The two firms will coordinate and share information as necessary, with appropriate joint-defense and common-interest protections in place.
D. LP Interests
While the restructuring requires LPAC consent under Section 9.4 of the LPA and involves notification to all 47 limited partners, the LP interests are not adverse to the GP and ManCo in this context. The restructuring is being undertaken to ensure continuity and stability of the Fund's management team, to provide for orderly succession planning, and to align the economic interests of remaining and next-generation principals with the long-term interests of the Fund and its limited partners. The restructuring does not alter the Fund's investment strategy, management fee rates, preferred return provisions, distribution waterfall mechanics, or fund term.
Certain side letters — specifically, four side letters with Ridgeline Public Employees' Retirement System, Pinnacle Insurance Group, Crestwood Endowment Partners, and Haverford Capital Partners — contain provisions requiring prior written notice or consent for material changes in the management structure of the GP or ManCo, changes in the identity of "Key Persons" (as defined in each respective side letter), or other material organizational changes. Compliance with these side-letter provisions involves procedural notification and consent processes rather than adversarial negotiations. The LP consent process is expected to be cooperative and consent-driven, as the restructuring is being presented as a positive development for the Fund and its limited partners.
Calderwood & Harkness does not represent any limited partner of the Fund. The engagement letter with the ManCo confirms that the Firm's representation does not extend to any LP and that the Firm will not provide advice to, or advocate on behalf of, any LP in connection with the restructuring. No conflict exists.
VIII. CONCLUSION AND RECOMMENDATION
Conclusion: No conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed engagement to advise Ardent Capital Management LLC on the management company restructuring and economics realignment for Ardent Capital Partners III LP. The conflict analysis has been thorough and comprehensive, covering all parties identified in the initial organizational call and intake materials, and extending to all known affiliates, related entities, and individual contacts.
The Firm does not currently represent, and has not previously represented, any party identified as adverse or potentially adverse in this matter. This includes, without limitation, the departing principals (David Kellner and Joanna Trask) and their counsel (Whitford & Chase LLP, Richard Beaulieu, and Hannah Polk). The Firm has no prior relationship with any departing principal that would create a duty of loyalty, a duty of confidentiality, or any other obligation that could impair the Firm's ability to represent the ManCo and GP in the separation negotiations.
The Firm does not represent any limited partner, LPAC member, or other service provider to the Fund in any capacity that would create a conflict with this engagement. The Firm has no financial interest in any identified party and no member of the engagement team has any personal relationship with any individual associated with any identified party.
Recommendation: The engagement may proceed. The conflict check is cleared. The engagement letter may be executed and substantive work may commence upon receipt of the fully executed engagement letter and the initial retainer deposit, as required by Firm policy.
Ongoing Obligation: The Firm's conflict clearance is based on the information available as of the date of this memorandum. Should any new parties or entities be identified during the course of the engagement — including, without limitation, the identity of the firm to which Joanna Trask is departing, any new limited partners admitted through secondary transfers, any portfolio company counterparties involved in transactions affected by the restructuring, or any other party whose interests may be affected by or relevant to the restructuring — supplemental conflict checks must be run promptly in accordance with Firm Policy No. 4.2. The engagement team is responsible for identifying new parties as they arise and submitting them for conflict clearance on a rolling basis throughout the engagement.
Additionally, if the scope of the engagement expands beyond the matters described in Section II above, a supplemental conflict analysis should be conducted to ensure that the expanded scope does not give rise to new conflicts.
IX. APPROVALS
Conflicts Cleared By: Margaret A. Caldwell, Conflicts Counsel, Office of General Counsel, Calderwood & Harkness LLP
Date Cleared: October 9, 2023
Responsible Partner Approval:
Nicholas Stern Partner, Private Funds Group Calderwood & Harkness LLP
Signature: ________
Date: October 9, 2023
Prepared By:
Owen Fischer Senior Associate, Private Funds Group Calderwood & Harkness LLP
Signature: ________
Date: October 9, 2023
APPENDIX A — SEARCH TERMS USED
The following search terms were entered into Calderwood & Harkness's centralized conflicts database (Glenrock Health IT Walls and Greaves Services Inc.) on October 9, 2023. All searches were conducted using both exact-match and fuzzy-match algorithms to capture potential variations in spelling, abbreviation, and formatting.
Entity Names and Variations
Individual Names and Variations
APPENDIX B — ENGAGEMENT TEAM CONFLICT CERTIFICATIONS
Individual conflict certification forms were received from each member of the proposed engagement team. Each certification was executed on October 9, 2023, and is maintained on file with the Office of General Counsel in accordance with Firm Policy No. 4.2. The certifications are summarized below.
Certification No. 1 — Nicholas Stern
Name: Nicholas Stern Title: Partner, Private Funds Group Role on Engagement: Responsible Partner Date of Certification: October 9, 2023
I hereby certify that I have reviewed the list of parties identified in connection with the proposed engagement of Calderwood & Harkness LLP by Ardent Capital Management LLC (the "Proposed Engagement"). I confirm that: (a) I have no personal conflict of interest with respect to any identified party; (b) I have no financial interest, direct or indirect, in any identified party; (c) I have no personal, familial, or social relationship with any individual associated with any identified party that could impair my independent professional judgment; and (d) I am not aware of any other circumstance that would create a conflict of interest or the appearance of a conflict of interest in connection with the Proposed Engagement.
________________________________________
Nicholas Stern
Date: October 9, 2023
Certification No. 2 — Graham Sutherland
Name: Graham Sutherland Title: Partner, Private Funds Group Role on Engagement: Billing Partner Date of Certification: October 9, 2023
I hereby certify that I have reviewed the list of parties identified in connection with the proposed engagement of Calderwood & Harkness LLP by Ardent Capital Management LLC (the "Proposed Engagement"). I confirm that: (a) I have no personal conflict of interest with respect to any identified party; (b) I have no financial interest, direct or indirect, in any identified party; (c) I have no personal, familial, or social relationship with any individual associated with any identified party that could impair my independent professional judgment; and (d) I am not aware of any other circumstance that would create a conflict of interest or the appearance of a conflict of interest in connection with the Proposed Engagement.
________________________________________
Graham Sutherland
Date: October 9, 2023
Certification No. 3 — Owen Fischer
Name: Owen Fischer Title: Senior Associate, Private Funds Group Role on Engagement: Lead Associate Date of Certification: October 9, 2023
I hereby certify that I have reviewed the list of parties identified in connection with the proposed engagement of Calderwood & Harkness LLP by Ardent Capital Management LLC (the "Proposed Engagement"). I confirm that: (a) I have no personal conflict of interest with respect to any identified party; (b) I have no financial interest, direct or indirect, in any identified party; (c) I have no personal, familial, or social relationship with any individual associated with any identified party that could impair my independent professional judgment; and (d) I am not aware of any other circumstance that would create a conflict of interest or the appearance of a conflict of interest in connection with the Proposed Engagement.
________________________________________
Owen Fischer
Date: October 9, 2023
Certification No. 4 — Stephen Adler
Name: Stephen Adler Title: Associate, Private Funds Group Role on Engagement: Working Associate Date of Certification: October 9, 2023
I hereby certify that I have reviewed the list of parties identified in connection with the proposed engagement of Calderwood & Harkness LLP by Ardent Capital Management LLC (the "Proposed Engagement"). I confirm that: (a) I have no personal conflict of interest with respect to any identified party; (b) I have no financial interest, direct or indirect, in any identified party; (c) I have no personal, familial, or social relationship with any individual associated with any identified party that could impair my independent professional judgment; and (d) I am not aware of any other circumstance that would create a conflict of interest or the appearance of a conflict of interest in connection with the Proposed Engagement.
________________________________________
Stephen Adler
Date: October 9, 2023
Certification No. 5 — Sylvia Hartwell
Name: Sylvia Hartwell Title: Partner, Tax Group Role on Engagement: Specialist Partner, Tax Date of Certification: October 9, 2023
I hereby certify that I have reviewed the list of parties identified in connection with the proposed engagement of Calderwood & Harkness LLP by Ardent Capital Management LLC (the "Proposed Engagement"). I confirm that: (a) I have no personal conflict of interest with respect to any identified party; (b) I have no financial interest, direct or indirect, in any identified party; (c) I have no personal, familial, or social relationship with any individual associated with any identified party that could impair my independent professional judgment; and (d) I am not aware of any other circumstance that would create a conflict of interest or the appearance of a conflict of interest in connection with the Proposed Engagement. I further confirm that I have not previously advised any Ardent Capital entity, principal, or limited partner on any tax matter.
________________________________________
Sylvia Hartwell
Date: October 9, 2023
This memorandum is an internal document of Calderwood & Harkness LLP prepared in connection with the Firm's conflict-of-interest clearance procedures. It is subject to the attorney-client privilege, the work product doctrine, and all other applicable protections. It is not intended for distribution outside the Firm and should not be shared with any client, prospective client, or third party without the prior written approval of the Office of General Counsel.
Name | Role | Title
Nicholas Stern | Responsible Partner | Partner, Private Funds
Graham Sutherland | Billing Partner | Partner, Private Funds
Owen Fischer | Lead Associate | Senior Associate, Private Funds
Stephen Adler | Working Associate | Associate, Private Funds
Sylvia Hartwell | Specialist Partner, Tax | Partner, Tax
Timekeeper Category | Hourly Rate
Partner | $1,650
Specialist Partner | $1,750
Senior Associate | $950
Associate | $750
Party | Search Terms Used
Ardent Capital Partners III LP | "Ardent Capital Partners III LP"; "Ardent Capital Partners III"; "Ardent CP III"; "Ardent Capital III"; "ACP III"; "Ardent Partners III"
Ardent Capital GP III LLC | "Ardent Capital GP III LLC"; "Ardent Capital GP III"; "Ardent GP III"; "ACP GP III"
Ardent Capital Management LLC | "Ardent Capital Management LLC"; "Ardent Capital Management"; "Ardent Capital Mgmt"; "ACM LLC"; "Ardent Management"
Ardent Capital Holdings LLC | "Ardent Capital Holdings LLC"; "Ardent Capital Holdings"; "Ardent Holdings"; "ACH LLC"
Ardent GP Intermediate LLC | "Ardent GP Intermediate LLC"; "Ardent GP Intermediate"; "ACP GP Intermediate"
Ardent Capital (general) | "Ardent Capital"; "Ardent Cap"; "Ardent"; "Ardent Capital Partners"; "Ardent Capital Partners I"; "Ardent Capital Partners II"; "ACP"; "ACP I"; "ACP II"
Whitford & Chase LLP | "Whitford & Chase LLP"; "Whitford & Chase"; "Whitford Chase"; "W&C LLP"
Pemberton Hale LLP | "Pemberton Hale LLP"; "Pemberton Hale"; "Pemberton-Hale"
Ridgeline Public Employees' Retirement System | "Ridgeline Public Employees' Retirement System"; "Ridgeline PERS"; "Ridgeline Retirement"; "Ridgeline Public Employees"
Crestwood Endowment Partners | "Crestwood Endowment Partners"; "Crestwood Endowment"; "Crestwood Partners"
Pinnacle Insurance Group | "Pinnacle Insurance Group"; "Pinnacle Insurance"; "Pinnacle Ins Group"; "Pinnacle Ins"
Graystone Family Office LLC | "Graystone Family Office LLC"; "Graystone Family Office"; "Graystone FO"; "Graystone LLC"
Haverford Capital Partners | "Haverford Capital Partners"; "Haverford Capital"; "Haverford Partners"; "Haverford CP"
Heathrow Whitman & Co. | "Heathrow Whitman & Co."; "Heathrow Whitman"; "Heathrow Whitman & Company"
Broadleaf Consulting Group | "Broadleaf Consulting Group"; "Broadleaf Consulting"; "Broadleaf Group"
Lockwood Placement Partners LLC | "Lockwood Placement Partners LLC"; "Lockwood Placement Partners"; "Lockwood Placement"; "Lockwood Partners"
Prestige Registered Agents LLC | "Prestige Registered Agents LLC"; "Prestige Registered Agents"; "Prestige Agents"
Individual | Search Terms Used
Marcus Aldridge | "Marcus Aldridge"; "Aldridge, Marcus"; "M. Aldridge"; "Marc Aldridge"
Priya Narayanan | "Priya Narayanan"; "Narayanan, Priya"; "P. Narayanan"
David Kellner | "David Kellner"; "Kellner, David"; "D. Kellner"; "Dave Kellner"
Joanna Trask | "Joanna Trask"; "Trask, Joanna"; "J. Trask"; "Jo Trask"
Robert Hsiao | "Robert Hsiao"; "Hsiao, Robert"; "R. Hsiao"; "Bob Hsiao"; "Rob Hsiao"
Elena Marchetti | "Elena Marchetti"; "Marchetti, Elena"; "E. Marchetti"
Samuel Okonkwo | "Samuel Okonkwo"; "Okonkwo, Samuel"; "S. Okonkwo"; "Sam Okonkwo"
Richard Beaulieu | "Richard Beaulieu"; "Beaulieu, Richard"; "R. Beaulieu"; "Rich Beaulieu"
Hannah Polk | "Hannah Polk"; "Polk, Hannah"; "H. Polk"
Victoria Langford | "Victoria Langford"; "Langford, Victoria"; "V. Langford"; "Vicki Langford"
Thomas Engström | "Thomas Engström"; "Engström, Thomas"; "T. Engström"; "Thomas Engstrom"; "Tom Engström"
Annika Johansson | "Annika Johansson"; "Johansson, Annika"; "A. Johansson"
Derek Mallinson | "Derek Mallinson"; "Mallinson, Derek"; "D. Mallinson"
Catherine Whitfield | "Catherine Whitfield"; "Whitfield, Catherine"; "C. Whitfield"; "Cathy Whitfield"
Paul Devereux | "Paul Devereux"; "Devereux, Paul"; "P. Devereux"
Martin Schreiber | "Martin Schreiber"; "Schreiber, Martin"; "M. Schreiber"
Sarah Fontaine | "Sarah Fontaine"; "Fontaine, Sarah"; "S. Fontaine"

CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

PRIVILEGED & CONFIDENTIAL

ATTORNEY WORK PRODUCT

I. PURPOSE AND SCOPE OF MEMORANDUM

II. DESCRIPTION OF PROPOSED ENGAGEMENT

III. PARTIES SEARCHED

IV. CONFLICT CHECK METHODOLOGY

V. RESULTS OF CONFLICT SEARCH

VI. ENGAGEMENT TEAM CERTIFICATIONS

VII. ANALYSIS OF POTENTIAL ISSUES

VIII. CONCLUSION AND RECOMMENDATION

IX. APPROVALS

Record

Parties

Dates

Amounts