conflict-check-memorandum.docx

1026-00001 · Briarwood Family Office LLC · Engagement & Administration

conflict-check-memorandum.docx DOCUMENT Funds

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PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is prepared in anticipation of legal representation and is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges. This document is intended solely for internal use by attorneys and authorized personnel of Calderwood & Harkness LLP. Do not distribute, copy, or disclose this memorandum or its contents to any person outside the firm without the express authorization of the Responsible Partner.

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

INTERNAL MEMORANDUM CONFLICT CHECK RESULTS

1. Purpose and Summary of Request

The purpose of this memorandum is to document the results of a comprehensive conflict of interest check conducted in connection with a proposed new engagement by Calderwood & Harkness LLP (the "Firm") on behalf of Briarwood Family Office LLC ("BFO"), a New York-based single-family office.

On January 15, 2024, Derek T. Calloway, Director of External Investments at BFO, contacted the Firm regarding a potential engagement to negotiate a side letter and provide related transactional advisory services in connection with BFO's proposed commitment of Seventy-Five Million Dollars ($75,000,000) as a limited partner to Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"), a Delaware limited partnership organized and managed by Meridian Peak Capital Advisors LLC ("Meridian Peak" or the "Fund Sponsor"). The initial contact was directed to Pamela Cross, Partner in the Firm's Funds & Asset Management practice group, who has been designated as the proposed Responsible Partner for this engagement. Nicholas Stern, also a Partner in the Funds & Asset Management group, has been designated as the proposed Billing Partner.

The matter was formally opened for conflict check purposes on January 22, 2024, and assigned Matter No. 1026-00001 within the Firm's matter management system. This memorandum sets forth: (a) a description of the proposed engagement; (b) the parties and individuals searched; (c) the search methodology employed; (d) the results of the conflict check; (e) an analysis of any potential conflicts of interest; and (f) the Firm's clearance determination.

Based on the comprehensive search and analysis described herein, no conflicts of interest have been identified that would preclude or impair the Firm's ability to undertake the proposed representation of BFO. Accordingly, the matter is cleared for engagement, subject to execution of an engagement letter by the client.

2. Description of Proposed Engagement

The proposed engagement is described in detail below for purposes of the conflict record.

2.1 Client Information

Client: Briarwood Family Office LLC, a Delaware limited liability company headquartered at 780 Park Avenue, Suite 3200, New York, New York 10021.

Employer Identification Number (EIN): 27-4831956.

Principal Client Contact: Derek T. Calloway, Director of External Investments. Mr. Calloway initiated the engagement inquiry and will serve as a primary day-to-day contact for the investment team. Sandra M. Whitfield, General Counsel of BFO, is expected to serve as the primary legal contact and will be the designated recipient of the engagement letter for execution on behalf of BFO.

BFO is a single-family office that manages the personal wealth, investment portfolios, and related affairs of the Hargrove family. Julian R. Hargrove serves as BFO's Managing Director and Chief Investment Officer. BFO is a new client to the Firm; no prior engagement or relationship of any kind has been identified in the Firm's records.

2.2 Nature and Scope of Engagement

The Firm has been asked to provide the following legal services on behalf of BFO in connection with its proposed limited partnership investment in Fund IV:

(a) Review and analysis of the Limited Partnership Agreement of Meridian Peak Capital Partners Fund IV, L.P. (the "Fund IV LPA"), including all schedules, exhibits, and amendments thereto;

(b) Review and analysis of the Private Placement Memorandum (the "PPM") and any related offering materials or supplements provided by the Fund Sponsor;

(c) Negotiation of a side letter to the Fund IV LPA setting forth terms and conditions specific to BFO's commitment, including, but not limited to, provisions relating to most favored nation ("MFN") rights, co-investment rights, fee arrangements, excuse and exclusion rights, information rights, transfer provisions, reporting obligations, regulatory compliance accommodations, and any other investor-protective or operational terms that BFO may seek;

(d) Review, markup, and negotiation of the subscription agreement and any ancillary subscription documents required for BFO's admission as a limited partner to Fund IV; and

(e) General advisory work related to the foregoing, including analysis of Fund IV's governing terms, investment strategy, fee structure, carried interest provisions, GP clawback mechanics, key person provisions, and other material terms of the fund.

2.3 Proposed Commitment and Fund Overview

BFO's proposed commitment to Fund IV is Seventy-Five Million Dollars ($75,000,000). Based on publicly available and client-provided information, Fund IV has a target fund size of One Billion Five Hundred Million Dollars ($1,500,000,000) and a hard cap of One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000). Accordingly, BFO's proposed commitment represents approximately 5.0% of the target fund size and approximately 4.29% of the hard cap.

Meridian Peak Capital Advisors LLC is a Boston-based private equity firm that has previously raised three prior fund vehicles (Fund I, Fund II, and Fund III) aggregating approximately $3.2 billion in total commitments. Fund IV is understood to be the firm's latest flagship buyout vehicle.

2.4 Counterparty and Fund Sponsor Information

Fund Sponsor / Investment Adviser: Meridian Peak Capital Advisors LLC, a Delaware limited liability company with principal offices at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116. EIN: 45-3297104.

General Partner of Fund IV: Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company. The sole member of the General Partner is Meridian Peak Capital Advisors LLC. EIN: 92-1672483.

Fund: Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership. EIN: 92-1684537. Delaware LP Certificate Number: LP-2023-08841.

2.5 Counterparty's Counsel

Fund Counsel: Ashford Crane & Hewitt LLP, 1 Federal Street, Suite 3600, Boston, Massachusetts 02110. The Firm understands that Harrison K. Drummond, Partner in Ashford Crane & Hewitt's Investment Funds Group, serves as lead outside counsel to Meridian Peak in connection with Fund IV, assisted by Elaine C. Woodbury, Senior Associate.

2.6 Governing Law

The Fund IV LPA and the proposed side letter are expected to be governed by the laws of the State of Delaware.

2.7 Staffing.

3. Parties and Individuals Searched

Comprehensive searches were conducted in the Firm's centralized conflicts management database (the "Conflicts Database") on January 22, 2024. The searches covered the following parties and individuals, organized by category. In each case, searches were conducted using the full legal name of the entity or individual, as well as all known variants, abbreviations, and commonly used short-form names, as indicated below.

3.1 Client and Client Affiliates

The following parties and individuals associated with BFO were searched:

1. Briarwood Family Office LLC — including the following variants and alternative name forms: "BFO," "Briarwood Family Office," "Briarwood," "Briarwood Family," and "Briarwood Office."

2. Julian R. Hargrove — Managing Director & Chief Investment Officer, BFO. Also searched: "Julian Hargrove," "J.R. Hargrove," "J. Hargrove."

3. Sandra M. Whitfield — General Counsel, BFO. Also searched: "Sandra Whitfield," "S.M. Whitfield," "S. Whitfield."

4. Derek T. Calloway — Director of External Investments, BFO. Also searched: "Derek Calloway," "D.T. Calloway," "D. Calloway."

5. Renata Vasquez — Investment Analyst, BFO. Also searched: "R. Vasquez."

3.2 Counterparty / Fund Sponsor and Affiliates

The following parties and individuals associated with Meridian Peak and Fund IV were searched:

1. Meridian Peak Capital Advisors LLC — including the following variants: "Meridian Peak," "MPCA," "Meridian Peak Capital," "Meridian Peak Advisors," and "MPC Advisors."

2. Meridian Peak Capital Partners GP IV LLC — including: "Fund IV GP," "MPCP GP IV," and "Meridian Peak GP IV."

3. Meridian Peak Capital Partners Fund IV, L.P. — including: "Fund IV," "MPCP Fund IV," and "Meridian Peak Fund IV."

4. Conrad J. Ellsworth — Co-Founder, Managing Partner & Chief Executive Officer, Meridian Peak Capital Advisors LLC. Also searched: "Conrad Ellsworth," "C.J. Ellsworth," "C. Ellsworth."

5. Priya Narayan — Co-Founder, Managing Partner & Chief Investment Officer, Meridian Peak Capital Advisors LLC. Also searched: "P. Narayan."

6. Gavin R. Lockhart — Partner, Head of Investor Relations, Meridian Peak Capital Advisors LLC. Also searched: "Gavin Lockhart," "G.R. Lockhart," "G. Lockhart."

7. Tamara Fujimoto — General Counsel & Chief Compliance Officer, Meridian Peak Capital Advisors LLC. Also searched: "T. Fujimoto."

8. Marcus D. Pereira — Vice President, Fund Operations, Meridian Peak Capital Advisors LLC. Also searched: "Marcus Pereira," "M.D. Pereira," "M. Pereira."

3.3 Counterparty's Counsel

The following parties and individuals associated with Ashford Crane & Hewitt LLP were searched:

1. Ashford Crane & Hewitt LLP — including the following variants: "Ashford Crane," "AC&H," "Ashford Crane Hewitt," and "ACH LLP."

2. Harrison K. Drummond — Partner, Investment Funds Group, Ashford Crane & Hewitt LLP. Also searched: "Harrison Drummond," "H.K. Drummond," "H. Drummond."

3. Elaine C. Woodbury — Senior Associate, Investment Funds Group, Ashford Crane & Hewitt LLP. Also searched: "Elaine Woodbury," "E.C. Woodbury," "E. Woodbury."

3.4 Other Relevant Third Parties

In addition to the principal parties, the following third parties associated with the Fund IV transaction were searched:

1. Pinnacle Capital Markets LLC — placement agent for Fund IV. Pinnacle is a registered broker-dealer with offices at 399 Park Avenue, 18th Floor, New York, New York 10022.

2. Roland S. Abernathy — Managing Director, Private Fund Advisory, Pinnacle Capital Markets LLC. Also searched: "Roland Abernathy," "R.S. Abernathy," "R. Abernathy."

3. Granite Ledger Fund Services LLC — fund administrator for Fund IV. Principal offices at 100 Summer Street, Suite 2700, Boston, Massachusetts 02110.

4. Brockton Marsh & Associates LLP — fund auditor for Fund IV. Principal offices at 500 Boylston Street, 30th Floor, Boston, Massachusetts 02116.

3.5 Registered Agents

The following registered agent entities were searched for completeness:

1. Capitol Registered Agents Inc. — BFO's registered agent in the State of Delaware, located at 1209 Orange Street, Wilmington, Delaware 19801.

2. Beacon Statutory Services LLC — registered agent for Meridian Peak Capital Advisors LLC, Meridian Peak Capital Partners GP IV LLC, and Meridian Peak Capital Partners Fund IV, L.P. in the State of Delaware, located at 1013 Centre Road, Wilmington, Delaware 19805.

4. Search Methodology

The conflict check was conducted using the following methodology, which is consistent with the Firm's standard conflict clearance procedures as set forth in Calderwood & Harkness's Conflicts of Interest Policy (revised September 2023) and the New York Rules of Professional Conduct (22 NYCRR Part 1200):

(a) Database Search. All searches were conducted using the Firm's centralized conflicts management database, which contains records of all current and former clients, adverse parties, and other persons and entities associated with matters handled by the Firm. The database is maintained by the Firm's Conflicts Department under the supervision of the General Counsel's Office.

(b) Search Parameters. Search parameters included exact name matches, phonetic variants (including common misspellings and transliterations), abbreviated forms, acronyms, "doing business as" names, and partial name matches. For individuals, searches were conducted using both full names and initials. For entities, searches included all known trade names, short-form names, and parent/subsidiary/affiliate names where known.

(c) Scope of Records Searched. The searches were run against the following categories of records maintained in the Conflicts Database:

(i) All active and open client matters across all practice groups and offices of the Firm;

(ii) All closed client matters within the Firm's standard document retention period (currently ten years from the date of matter closure, or such longer period as may apply to specific matter types);

(iii) All prospective client records, including matters that were opened for conflict check purposes but did not proceed to engagement;

(iv) The Firm's General Counsel adverse-party database, which includes records of parties adverse to the Firm's clients in litigation, transactional, regulatory, and other matters; and

(v) The Firm's personnel and lateral hire records, to the extent relevant for identifying potential individual conflicts.

(d) Manual Review. In addition to the automated database searches, Theresa Kim, Lead Associate, conducted a manual review of all active matters in the Funds & Asset Management practice group to identify any engagements that may involve parties or subject matter related to the proposed engagement. This manual review included a review of the practice group's current client roster, active fund formation matters, active investor-side matters, and active co-investment matters.

(e) Prior Fund Searches. Recognizing that Meridian Peak Capital Advisors LLC has raised three prior fund vehicles, the searches included specific queries for "Meridian Peak Capital Partners Fund I, L.P.," "Meridian Peak Capital Partners Fund II, L.P.," "Meridian Peak Capital Partners Fund III, L.P.," and the corresponding general partner entities for each such fund (i.e., "Meridian Peak Capital Partners GP I LLC," "Meridian Peak Capital Partners GP II LLC," and "Meridian Peak Capital Partners GP III LLC"), in order to capture any historical engagements or relationships related to earlier Meridian Peak vintage years. These three predecessor funds have raised approximately $3.2 billion in aggregate commitments, and any prior firm involvement with those vehicles would be material to the conflict analysis for the proposed Fund IV engagement.

(f) Date of Search. All searches were conducted on January 22, 2024. The results set forth in this memorandum are current as of that date.

5. Search Results

Set forth below are the results of the conflict check, organized by category of party searched. For clarity, results are presented for each category regardless of whether a potential issue was identified.

5.1 Client-Side Results

Briarwood Family Office LLC / Julian R. Hargrove / Sandra M. Whitfield / Derek T. Calloway / Renata Vasquez:

No current or prior engagements were identified in the Conflicts Database for Briarwood Family Office LLC or any of the individual client-side contacts listed above. No adverse matters involving any of these parties were identified. No prospective client records or lateral hire records returned results for these names.

BFO is a new client to Calderwood & Harkness LLP. The Firm has no prior relationship of any kind — whether as counsel, adverse party, or otherwise — with BFO or any of the individuals associated with BFO who were searched.

5.2 Counterparty-Side Results

Meridian Peak Capital Advisors LLC / Conrad J. Ellsworth / Priya Narayan / Gavin R. Lockhart / Tamara Fujimoto / Marcus D. Pereira:

No current or prior engagements were identified in the Conflicts Database for Meridian Peak Capital Advisors LLC or any of the individual counterparty-side contacts listed above. Calderwood & Harkness LLP has not represented Meridian Peak or any of its principals in any capacity. No adverse matters involving Meridian Peak or any of its principals were identified.

Meridian Peak Capital Partners GP IV LLC:

No results returned. No current or prior engagements. No adverse matters.

Meridian Peak Capital Partners Fund IV, L.P.:

No results returned. No current or prior engagements. No adverse matters. This result is consistent with Fund IV's recent formation (Delaware LP Certificate Number LP-2023-08841, indicating filing in 2023).

Meridian Peak Capital Partners Fund I, L.P. / Fund II, L.P. / Fund III, L.P. (and related GP entities):

No results returned for any of the three predecessor funds or their respective general partner entities. The Firm has had no involvement with any prior Meridian Peak fund vintage.

5.3 Counterparty's Counsel Results

Ashford Crane & Hewitt LLP / Harrison K. Drummond / Elaine C. Woodbury:

Ashford Crane & Hewitt LLP appears in the Firm's Conflicts Database as opposing counsel in several unrelated matters across various practice groups within Calderwood & Harkness. A summary of the identified entries is as follows:

(i) Ashford Crane & Hewitt LLP has appeared as opposing counsel in approximately seven (7) matters in the Firm's database, spanning the Litigation, Corporate M&A, and Real Estate practice groups. These matters involve clients and subject matter entirely unrelated to BFO, Meridian Peak, Fund IV, or the investment fund industry generally.

(ii) Harrison K. Drummond does not appear in the Firm's database in any capacity. No current or prior matters involving Mr. Drummond were identified.

(iii) Elaine C. Woodbury does not appear in the Firm's database in any capacity. No current or prior matters involving Ms. Woodbury were identified.

Assessment: The appearance of Ashford Crane & Hewitt LLP as opposing counsel in unrelated matters does not give rise to any conflict of interest. The matters in question do not involve BFO, Meridian Peak, Fund IV, or the subject matter of the proposed engagement. No disqualifying conflict has been identified. A standard informational notation has been made in the Conflicts Database for record-keeping purposes.

5.4 Third Party Results

Pinnacle Capital Markets LLC / Roland S. Abernathy:

No current or prior engagements were identified for Pinnacle Capital Markets LLC or Roland S. Abernathy. No adverse matters were identified. No conflicts of interest exist with respect to the placement agent.

Granite Ledger Fund Services LLC:

No current or prior engagements were identified for Granite Ledger Fund Services LLC. No adverse matters were identified. No conflicts of interest exist with respect to the fund administrator.

Brockton Marsh & Associates LLP:

No current or prior engagements were identified for Brockton Marsh & Associates LLP. No adverse matters were identified. No conflicts of interest exist with respect to the fund auditor.

Capitol Registered Agents Inc. / Beacon Statutory Services LLC:

No conflicts identified. These are standard registered agent service entities that provide statutory agent services to numerous Delaware-organized entities. Their appearance in the Firm's database, if any, in connection with other matters would not give rise to a conflict of interest.

6. Analysis of Potential Conflicts

Although the search results described in Section 5 above did not reveal any affirmative conflicts, the following analysis is provided to confirm that the proposed engagement has been evaluated under each of the applicable categories of potential conflict.

6.1 Adverse Representation

Under Rule 1.7 of the New York Rules of Professional Conduct, a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests, or if there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests.

No current client of the Firm is adverse to BFO in any pending or reasonably anticipated matter. Similarly, no current client of the Firm is adverse to Meridian Peak Capital Advisors LLC, Meridian Peak Capital Partners Fund IV, L.P., Meridian Peak Capital Partners GP IV LLC, or any affiliate of Meridian Peak in any pending or reasonably anticipated matter.

The proposed engagement involves the negotiation of side-letter terms on behalf of a prospective limited partner (BFO) opposite the fund sponsor's counsel (Ashford Crane & Hewitt LLP, acting on behalf of Meridian Peak and the Fund IV GP). This is a standard investor-side fund negotiation that is transactional in nature and does not involve litigation, regulatory proceedings, or other adversarial proceedings. While the Firm will be negotiating terms with Ashford Crane & Hewitt LLP on behalf of BFO, this does not constitute "adverse" representation in the conflict-of-interest sense, as the Firm has no attorney-client relationship with Meridian Peak, and the negotiation of side-letter terms in a private fund context is a customary commercial transaction rather than a dispute.

No direct adversity conflict exists.

6.2 Positional Conflicts

A positional conflict may arise where a law firm simultaneously represents clients whose legal positions are materially adverse to one another, even if the clients are not direct adversaries in the same matter. In the fund formation context, a positional conflict could arise if, for example, the Firm were simultaneously representing both the fund sponsor (on the fund-formation side) and an investor seeking favorable side-letter terms from that same sponsor.

No positional conflict has been identified here. The Firm is not currently representing any other investor negotiating a side letter or subscription documentation with Fund IV or any other fund managed or advised by Meridian Peak Capital Advisors LLC. The Firm is not representing Meridian Peak or any of its affiliates in any capacity — whether in connection with Fund IV or otherwise. Accordingly, there is no risk that the Firm's representation of BFO would be constrained or influenced by any competing obligation to Meridian Peak or to another investor in Fund IV.

Additionally, to the extent that the Firm represents other clients in investor-side negotiations with other, unrelated private equity funds, such representations do not give rise to a positional conflict with the proposed BFO engagement. Each investor-side negotiation is fact-specific and does not require the Firm to adopt legal positions that are inherently inconsistent across engagements.

6.3 Business Conflicts

A business conflict may arise where a non-legal commercial relationship between the Firm and a party to the engagement could impair the Firm's ability to exercise independent professional judgment on behalf of the client.

No business relationship between Calderwood & Harkness LLP and any of the identified parties — including BFO, Meridian Peak, Ashford Crane & Hewitt LLP, Pinnacle Capital Markets LLC, Granite Ledger Fund Services LLC, or Brockton Marsh & Associates LLP — has been identified that would impair the Firm's ability to represent BFO zealously and with undivided loyalty in connection with this matter. The Firm has no financial interest in Fund IV, no investment advisory relationship with Meridian Peak, and no other commercial entanglement that could compromise the independence of the engagement team.

6.4 Former Client Conflicts

Under Rule 1.9 of the New York Rules of Professional Conduct, a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing.

No former client relationship has been identified with Meridian Peak Capital Advisors LLC, Meridian Peak Capital Partners GP IV LLC, Meridian Peak Capital Partners Fund IV, L.P., any predecessor Meridian Peak fund, or any individual associated with Meridian Peak. Likewise, no former client relationship has been identified with BFO or any individual associated with BFO (BFO being a new client to the Firm). Accordingly, Rule 1.9 is not implicated by the proposed engagement, and no further analysis under the "substantial relationship" test is required.

7. Conclusion and Clearance

Based on the comprehensive conflict check conducted on January 22, 2024 — including automated database searches across all categories of Firm records, manual review of active Funds & Asset Management matters, and prior-fund vintage searches — and based on the analysis set forth in Section 6 of this memorandum, no conflicts of interest have been identified that would preclude, limit, or otherwise impair Calderwood & Harkness LLP's ability to represent Briarwood Family Office LLC in connection with the negotiation of a side letter and related documentation for BFO's proposed Seventy-Five Million Dollar ($75,000,000) limited partnership commitment to Meridian Peak Capital Partners Fund IV, L.P.

The matter is hereby cleared for engagement under Matter No. 1026-00001, subject to the execution of a formal engagement letter by the client.

The following administrative details are confirmed for purposes of the engagement record:

The engagement letter should be prepared in accordance with the Firm's standard form for investor-side fund advisory engagements and transmitted to Sandra M. Whitfield, General Counsel of BFO, for review and execution at the earliest practicable date.

8. Document Retention and Updates

This memorandum shall be retained in the document management system (DMS) as part of the permanent matter file for Matter No. 1026-00001, in accordance with the Firm's Records Retention Policy and applicable professional responsibility obligations.

The engagement team is reminded of the following ongoing obligations with respect to conflict monitoring:

(a) Supplemental Conflict Checks. If, during the course of the engagement, additional parties become involved in or relevant to the transaction — including, without limitation, co-investors, syndication partners, additional fund vehicles, parallel funds, alternative investment vehicles, additional counterparties, or any other persons or entities not identified and searched in this initial conflict check — supplemental conflict checks must be conducted promptly through the Firm's Conflicts Department, and the results must be documented and appended to this memorandum or maintained as a separate supplemental conflict memorandum in the matter file.

(b) Changes in Scope. The engagement team should promptly notify the Firm's Conflicts Department and the Responsible Partner of any material changes in the scope of the representation or the composition of the parties involved. A change in scope could include, for example, expansion of the engagement to cover additional investment vehicles managed by Meridian Peak, the addition of co-investment advisory services, or the emergence of any dispute or adversarial proceeding arising out of or related to the Fund IV investment.

(c) Ongoing Monitoring. Throughout the duration of the engagement, the engagement team should remain alert to any developments that could give rise to a new or previously unidentified conflict of interest, including changes in the Firm's client roster, the commencement of new matters involving any of the parties identified herein, or any lateral hire whose prior representations may intersect with this engagement.

PREPARED BY:

THERESA KIM Lead Associate, Funds & Asset Management Calderwood & Harkness LLP

Date: January 22, 2024

OWEN FISCHER Working Associate, Funds & Asset Management Calderwood & Harkness LLP

Date: January 22, 2024

REVIEWED AND APPROVED BY:

PAMELA CROSS Partner, Funds & Asset Management Calderwood & Harkness LLP Responsible Partner — Matter No. 1026-00001

Signature: ________

Date of Clearance: January 22, 2024

Distribution: Matter File (DMS — Matter No. 1026-00001); Pamela Cross, Partner; Nicholas Stern, Partner. This memorandum is confidential and intended solely for internal use by authorized personnel of Calderwood & Harkness LLP. Do not distribute externally.

Date:	January 22, 2024
To:	Pamela Cross, Partner, Funds & Asset Management
From:	Theresa Kim, Lead Associate, Funds & Asset Management

Owen Fischer, Working Associate, Funds & Asset Management

Re:	Conflict Check Results — Proposed Representation of Briarwood Family Office LLC in Connection with LP Commitment to Meridian Peak Capital Partners Fund IV, L.P.
Matter No.:	1026-00001
Classification:	Privileged & Confidential — Attorney Work Product
Role	Attorney
Responsible Partner	Pamela Cross
Billing Partner	Nicholas Stern
Lead Associate	Theresa Kim
Working Associate	Owen Fischer
Field	Detail
Matter Number	1026-00001
Client	Briarwood Family Office LLC
Responsible Partner	Pamela Cross
Billing Partner	Nicholas Stern
Lead Associate	Theresa Kim
Working Associate	Owen Fischer
Practice Group	Funds & Asset Management
Client Contact for Engagement Letter	Sandra M. Whitfield, General Counsel, BFO
Date of Clearance	January 22, 2024

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is prepared in anticipation of legal representation and is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges. This document is intended solely for internal use by attorneys and authorized personnel of Calderwood & Harkness LLP. Do not distribute, copy, or disclose this memorandum or its contents to any person outside the firm without the express authorization of the Responsible Partner.
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
INTERNAL MEMORANDUM CONFLICT CHECK RESULTS
1. Purpose and Summary of Request
The purpose of this memorandum is to document the results of a comprehensive conflict of interest check conducted in connection with a proposed new engagement by Calderwood & Harkness LLP (the "Firm") on behalf of Briarwood Family Office LLC ("BFO"), a New York-based single-family office.
On January 15, 2024, Derek T. Calloway, Director of External Investments at BFO, contacted the Firm regarding a potential engagement to negotiate a side letter and provide related transactional advisory services in connection with BFO's proposed commitment of Seventy-Five Million Dollars ($75,000,000) as a limited partner to Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"), a Delaware limited partnership organized and managed by Meridian Peak Capital Advisors LLC ("Meridian Peak" or the "Fund Sponsor"). The initial contact was directed to Pamela Cross, Partner in the Firm's Funds & Asset Management practice group, who has been designated as the proposed Responsible Partner for this engagement. Nicholas Stern, also a Partner in the Funds & Asset Management group, has been designated as the proposed Billing Partner.
The matter was formally opened for conflict check purposes on January 22, 2024, and assigned Matter No. 1026-00001 within the Firm's matter management system. This memorandum sets forth: (a) a description of the proposed engagement; (b) the parties and individuals searched; (c) the search methodology employed; (d) the results of the conflict check; (e) an analysis of any potential conflicts of interest; and (f) the Firm's clearance determination.
Based on the comprehensive search and analysis described herein, no conflicts of interest have been identified that would preclude or impair the Firm's ability to undertake the proposed representation of BFO. Accordingly, the matter is cleared for engagement, subject to execution of an engagement letter by the client.
2. Description of Proposed Engagement
The proposed engagement is described in detail below for purposes of the conflict record.
2.1 Client Information
Client: Briarwood Family Office LLC, a Delaware limited liability company headquartered at 780 Park Avenue, Suite 3200, New York, New York 10021.
Employer Identification Number (EIN): 27-4831956.
Principal Client Contact: Derek T. Calloway, Director of External Investments. Mr. Calloway initiated the engagement inquiry and will serve as a primary day-to-day contact for the investment team. Sandra M. Whitfield, General Counsel of BFO, is expected to serve as the primary legal contact and will be the designated recipient of the engagement letter for execution on behalf of BFO.
BFO is a single-family office that manages the personal wealth, investment portfolios, and related affairs of the Hargrove family. Julian R. Hargrove serves as BFO's Managing Director and Chief Investment Officer. BFO is a new client to the Firm; no prior engagement or relationship of any kind has been identified in the Firm's records.
2.2 Nature and Scope of Engagement
The Firm has been asked to provide the following legal services on behalf of BFO in connection with its proposed limited partnership investment in Fund IV:
(a) Review and analysis of the Limited Partnership Agreement of Meridian Peak Capital Partners Fund IV, L.P. (the "Fund IV LPA"), including all schedules, exhibits, and amendments thereto;
(b) Review and analysis of the Private Placement Memorandum (the "PPM") and any related offering materials or supplements provided by the Fund Sponsor;
(c) Negotiation of a side letter to the Fund IV LPA setting forth terms and conditions specific to BFO's commitment, including, but not limited to, provisions relating to most favored nation ("MFN") rights, co-investment rights, fee arrangements, excuse and exclusion rights, information rights, transfer provisions, reporting obligations, regulatory compliance accommodations, and any other investor-protective or operational terms that BFO may seek;
(d) Review, markup, and negotiation of the subscription agreement and any ancillary subscription documents required for BFO's admission as a limited partner to Fund IV; and
(e) General advisory work related to the foregoing, including analysis of Fund IV's governing terms, investment strategy, fee structure, carried interest provisions, GP clawback mechanics, key person provisions, and other material terms of the fund.
2.3 Proposed Commitment and Fund Overview
BFO's proposed commitment to Fund IV is Seventy-Five Million Dollars ($75,000,000). Based on publicly available and client-provided information, Fund IV has a target fund size of One Billion Five Hundred Million Dollars ($1,500,000,000) and a hard cap of One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000). Accordingly, BFO's proposed commitment represents approximately 5.0% of the target fund size and approximately 4.29% of the hard cap.
Meridian Peak Capital Advisors LLC is a Boston-based private equity firm that has previously raised three prior fund vehicles (Fund I, Fund II, and Fund III) aggregating approximately $3.2 billion in total commitments. Fund IV is understood to be the firm's latest flagship buyout vehicle.
2.4 Counterparty and Fund Sponsor Information
Fund Sponsor / Investment Adviser: Meridian Peak Capital Advisors LLC, a Delaware limited liability company with principal offices at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116. EIN: 45-3297104.
General Partner of Fund IV: Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company. The sole member of the General Partner is Meridian Peak Capital Advisors LLC. EIN: 92-1672483.
Fund: Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership. EIN: 92-1684537. Delaware LP Certificate Number: LP-2023-08841.
2.5 Counterparty's Counsel
Fund Counsel: Ashford Crane & Hewitt LLP, 1 Federal Street, Suite 3600, Boston, Massachusetts 02110. The Firm understands that Harrison K. Drummond, Partner in Ashford Crane & Hewitt's Investment Funds Group, serves as lead outside counsel to Meridian Peak in connection with Fund IV, assisted by Elaine C. Woodbury, Senior Associate.
2.6 Governing Law
The Fund IV LPA and the proposed side letter are expected to be governed by the laws of the State of Delaware.
2.7 Staffing.  
3. Parties and Individuals Searched
Comprehensive searches were conducted in the Firm's centralized conflicts management database (the "Conflicts Database") on January 22, 2024. The searches covered the following parties and individuals, organized by category. In each case, searches were conducted using the full legal name of the entity or individual, as well as all known variants, abbreviations, and commonly used short-form names, as indicated below.
3.1 Client and Client Affiliates
The following parties and individuals associated with BFO were searched:
1.  Briarwood Family Office LLC — including the following variants and alternative name forms: "BFO," "Briarwood Family Office," "Briarwood," "Briarwood Family," and "Briarwood Office."
2.  Julian R. Hargrove — Managing Director & Chief Investment Officer, BFO. Also searched: "Julian Hargrove," "J.R. Hargrove," "J. Hargrove."
3.  Sandra M. Whitfield — General Counsel, BFO. Also searched: "Sandra Whitfield," "S.M. Whitfield," "S. Whitfield."
4.  Derek T. Calloway — Director of External Investments, BFO. Also searched: "Derek Calloway," "D.T. Calloway," "D. Calloway."
5.  Renata Vasquez — Investment Analyst, BFO. Also searched: "R. Vasquez."
3.2 Counterparty / Fund Sponsor and Affiliates
The following parties and individuals associated with Meridian Peak and Fund IV were searched:
1.  Meridian Peak Capital Advisors LLC — including the following variants: "Meridian Peak," "MPCA," "Meridian Peak Capital," "Meridian Peak Advisors," and "MPC Advisors."
2.  Meridian Peak Capital Partners GP IV LLC — including: "Fund IV GP," "MPCP GP IV," and "Meridian Peak GP IV."
3.  Meridian Peak Capital Partners Fund IV, L.P. — including: "Fund IV," "MPCP Fund IV," and "Meridian Peak Fund IV."
4.  Conrad J. Ellsworth — Co-Founder, Managing Partner & Chief Executive Officer, Meridian Peak Capital Advisors LLC. Also searched: "Conrad Ellsworth," "C.J. Ellsworth," "C. Ellsworth."
5.  Priya Narayan — Co-Founder, Managing Partner & Chief Investment Officer, Meridian Peak Capital Advisors LLC. Also searched: "P. Narayan."
6.  Gavin R. Lockhart — Partner, Head of Investor Relations, Meridian Peak Capital Advisors LLC. Also searched: "Gavin Lockhart," "G.R. Lockhart," "G. Lockhart."
7.  Tamara Fujimoto — General Counsel & Chief Compliance Officer, Meridian Peak Capital Advisors LLC. Also searched: "T. Fujimoto."
8.  Marcus D. Pereira — Vice President, Fund Operations, Meridian Peak Capital Advisors LLC. Also searched: "Marcus Pereira," "M.D. Pereira," "M. Pereira."
3.3 Counterparty's Counsel
The following parties and individuals associated with Ashford Crane & Hewitt LLP were searched:
1.  Ashford Crane & Hewitt LLP — including the following variants: "Ashford Crane," "AC&H," "Ashford Crane Hewitt," and "ACH LLP."
2.  Harrison K. Drummond — Partner, Investment Funds Group, Ashford Crane & Hewitt LLP. Also searched: "Harrison Drummond," "H.K. Drummond," "H. Drummond."
3.  Elaine C. Woodbury — Senior Associate, Investment Funds Group, Ashford Crane & Hewitt LLP. Also searched: "Elaine Woodbury," "E.C. Woodbury," "E. Woodbury."
3.4 Other Relevant Third Parties
In addition to the principal parties, the following third parties associated with the Fund IV transaction were searched:
1.  Pinnacle Capital Markets LLC — placement agent for Fund IV. Pinnacle is a registered broker-dealer with offices at 399 Park Avenue, 18th Floor, New York, New York 10022.
2.  Roland S. Abernathy — Managing Director, Private Fund Advisory, Pinnacle Capital Markets LLC. Also searched: "Roland Abernathy," "R.S. Abernathy," "R. Abernathy."
3.  Granite Ledger Fund Services LLC — fund administrator for Fund IV. Principal offices at 100 Summer Street, Suite 2700, Boston, Massachusetts 02110.
4.  Brockton Marsh & Associates LLP — fund auditor for Fund IV. Principal offices at 500 Boylston Street, 30th Floor, Boston, Massachusetts 02116.
3.5 Registered Agents
The following registered agent entities were searched for completeness:
1.  Capitol Registered Agents Inc. — BFO's registered agent in the State of Delaware, located at 1209 Orange Street, Wilmington, Delaware 19801.
2.  Beacon Statutory Services LLC — registered agent for Meridian Peak Capital Advisors LLC, Meridian Peak Capital Partners GP IV LLC, and Meridian Peak Capital Partners Fund IV, L.P. in the State of Delaware, located at 1013 Centre Road, Wilmington, Delaware 19805.
4. Search Methodology
The conflict check was conducted using the following methodology, which is consistent with the Firm's standard conflict clearance procedures as set forth in Calderwood & Harkness's Conflicts of Interest Policy (revised September 2023) and the New York Rules of Professional Conduct (22 NYCRR Part 1200):
(a) Database Search. All searches were conducted using the Firm's centralized conflicts management database, which contains records of all current and former clients, adverse parties, and other persons and entities associated with matters handled by the Firm. The database is maintained by the Firm's Conflicts Department under the supervision of the General Counsel's Office.
(b) Search Parameters. Search parameters included exact name matches, phonetic variants (including common misspellings and transliterations), abbreviated forms, acronyms, "doing business as" names, and partial name matches. For individuals, searches were conducted using both full names and initials. For entities, searches included all known trade names, short-form names, and parent/subsidiary/affiliate names where known.
(c) Scope of Records Searched. The searches were run against the following categories of records maintained in the Conflicts Database:
(i) All active and open client matters across all practice groups and offices of the Firm;
(ii) All closed client matters within the Firm's standard document retention period (currently ten years from the date of matter closure, or such longer period as may apply to specific matter types);
(iii) All prospective client records, including matters that were opened for conflict check purposes but did not proceed to engagement;
(iv) The Firm's General Counsel adverse-party database, which includes records of parties adverse to the Firm's clients in litigation, transactional, regulatory, and other matters; and
(v) The Firm's personnel and lateral hire records, to the extent relevant for identifying potential individual conflicts.
(d) Manual Review. In addition to the automated database searches, Theresa Kim, Lead Associate, conducted a manual review of all active matters in the Funds & Asset Management practice group to identify any engagements that may involve parties or subject matter related to the proposed engagement. This manual review included a review of the practice group's current client roster, active fund formation matters, active investor-side matters, and active co-investment matters.
(e) Prior Fund Searches. Recognizing that Meridian Peak Capital Advisors LLC has raised three prior fund vehicles, the searches included specific queries for "Meridian Peak Capital Partners Fund I, L.P.," "Meridian Peak Capital Partners Fund II, L.P.," "Meridian Peak Capital Partners Fund III, L.P.," and the corresponding general partner entities for each such fund (i.e., "Meridian Peak Capital Partners GP I LLC," "Meridian Peak Capital Partners GP II LLC," and "Meridian Peak Capital Partners GP III LLC"), in order to capture any historical engagements or relationships related to earlier Meridian Peak vintage years. These three predecessor funds have raised approximately $3.2 billion in aggregate commitments, and any prior firm involvement with those vehicles would be material to the conflict analysis for the proposed Fund IV engagement.
(f) Date of Search. All searches were conducted on January 22, 2024. The results set forth in this memorandum are current as of that date.
5. Search Results
Set forth below are the results of the conflict check, organized by category of party searched. For clarity, results are presented for each category regardless of whether a potential issue was identified.
5.1 Client-Side Results
Briarwood Family Office LLC / Julian R. Hargrove / Sandra M. Whitfield / Derek T. Calloway / Renata Vasquez:
No current or prior engagements were identified in the Conflicts Database for Briarwood Family Office LLC or any of the individual client-side contacts listed above. No adverse matters involving any of these parties were identified. No prospective client records or lateral hire records returned results for these names.
BFO is a new client to Calderwood & Harkness LLP. The Firm has no prior relationship of any kind — whether as counsel, adverse party, or otherwise — with BFO or any of the individuals associated with BFO who were searched.
5.2 Counterparty-Side Results
Meridian Peak Capital Advisors LLC / Conrad J. Ellsworth / Priya Narayan / Gavin R. Lockhart / Tamara Fujimoto / Marcus D. Pereira:
No current or prior engagements were identified in the Conflicts Database for Meridian Peak Capital Advisors LLC or any of the individual counterparty-side contacts listed above. Calderwood & Harkness LLP has not represented Meridian Peak or any of its principals in any capacity. No adverse matters involving Meridian Peak or any of its principals were identified.
Meridian Peak Capital Partners GP IV LLC:
No results returned. No current or prior engagements. No adverse matters.
Meridian Peak Capital Partners Fund IV, L.P.:
No results returned. No current or prior engagements. No adverse matters. This result is consistent with Fund IV's recent formation (Delaware LP Certificate Number LP-2023-08841, indicating filing in 2023).
Meridian Peak Capital Partners Fund I, L.P. / Fund II, L.P. / Fund III, L.P. (and related GP entities):
No results returned for any of the three predecessor funds or their respective general partner entities. The Firm has had no involvement with any prior Meridian Peak fund vintage.
5.3 Counterparty's Counsel Results
Ashford Crane & Hewitt LLP / Harrison K. Drummond / Elaine C. Woodbury:
Ashford Crane & Hewitt LLP appears in the Firm's Conflicts Database as opposing counsel in several unrelated matters across various practice groups within Calderwood & Harkness. A summary of the identified entries is as follows:
(i) Ashford Crane & Hewitt LLP has appeared as opposing counsel in approximately seven (7) matters in the Firm's database, spanning the Litigation, Corporate M&A, and Real Estate practice groups. These matters involve clients and subject matter entirely unrelated to BFO, Meridian Peak, Fund IV, or the investment fund industry generally.
(ii) Harrison K. Drummond does not appear in the Firm's database in any capacity. No current or prior matters involving Mr. Drummond were identified.
(iii) Elaine C. Woodbury does not appear in the Firm's database in any capacity. No current or prior matters involving Ms. Woodbury were identified.
Assessment: The appearance of Ashford Crane & Hewitt LLP as opposing counsel in unrelated matters does not give rise to any conflict of interest. The matters in question do not involve BFO, Meridian Peak, Fund IV, or the subject matter of the proposed engagement. No disqualifying conflict has been identified. A standard informational notation has been made in the Conflicts Database for record-keeping purposes.
5.4 Third Party Results
Pinnacle Capital Markets LLC / Roland S. Abernathy:
No current or prior engagements were identified for Pinnacle Capital Markets LLC or Roland S. Abernathy. No adverse matters were identified. No conflicts of interest exist with respect to the placement agent.
Granite Ledger Fund Services LLC:
No current or prior engagements were identified for Granite Ledger Fund Services LLC. No adverse matters were identified. No conflicts of interest exist with respect to the fund administrator.
Brockton Marsh & Associates LLP:
No current or prior engagements were identified for Brockton Marsh & Associates LLP. No adverse matters were identified. No conflicts of interest exist with respect to the fund auditor.
Capitol Registered Agents Inc. / Beacon Statutory Services LLC:
No conflicts identified. These are standard registered agent service entities that provide statutory agent services to numerous Delaware-organized entities. Their appearance in the Firm's database, if any, in connection with other matters would not give rise to a conflict of interest.
6. Analysis of Potential Conflicts
Although the search results described in Section 5 above did not reveal any affirmative conflicts, the following analysis is provided to confirm that the proposed engagement has been evaluated under each of the applicable categories of potential conflict.
6.1 Adverse Representation
Under Rule 1.7 of the New York Rules of Professional Conduct, a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests, or if there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests.
No current client of the Firm is adverse to BFO in any pending or reasonably anticipated matter. Similarly, no current client of the Firm is adverse to Meridian Peak Capital Advisors LLC, Meridian Peak Capital Partners Fund IV, L.P., Meridian Peak Capital Partners GP IV LLC, or any affiliate of Meridian Peak in any pending or reasonably anticipated matter.
The proposed engagement involves the negotiation of side-letter terms on behalf of a prospective limited partner (BFO) opposite the fund sponsor's counsel (Ashford Crane & Hewitt LLP, acting on behalf of Meridian Peak and the Fund IV GP). This is a standard investor-side fund negotiation that is transactional in nature and does not involve litigation, regulatory proceedings, or other adversarial proceedings. While the Firm will be negotiating terms with Ashford Crane & Hewitt LLP on behalf of BFO, this does not constitute "adverse" representation in the conflict-of-interest sense, as the Firm has no attorney-client relationship with Meridian Peak, and the negotiation of side-letter terms in a private fund context is a customary commercial transaction rather than a dispute.
No direct adversity conflict exists.
6.2 Positional Conflicts
A positional conflict may arise where a law firm simultaneously represents clients whose legal positions are materially adverse to one another, even if the clients are not direct adversaries in the same matter. In the fund formation context, a positional conflict could arise if, for example, the Firm were simultaneously representing both the fund sponsor (on the fund-formation side) and an investor seeking favorable side-letter terms from that same sponsor.
No positional conflict has been identified here. The Firm is not currently representing any other investor negotiating a side letter or subscription documentation with Fund IV or any other fund managed or advised by Meridian Peak Capital Advisors LLC. The Firm is not representing Meridian Peak or any of its affiliates in any capacity — whether in connection with Fund IV or otherwise. Accordingly, there is no risk that the Firm's representation of BFO would be constrained or influenced by any competing obligation to Meridian Peak or to another investor in Fund IV.
Additionally, to the extent that the Firm represents other clients in investor-side negotiations with other, unrelated private equity funds, such representations do not give rise to a positional conflict with the proposed BFO engagement. Each investor-side negotiation is fact-specific and does not require the Firm to adopt legal positions that are inherently inconsistent across engagements.
6.3 Business Conflicts
A business conflict may arise where a non-legal commercial relationship between the Firm and a party to the engagement could impair the Firm's ability to exercise independent professional judgment on behalf of the client.
No business relationship between Calderwood & Harkness LLP and any of the identified parties — including BFO, Meridian Peak, Ashford Crane & Hewitt LLP, Pinnacle Capital Markets LLC, Granite Ledger Fund Services LLC, or Brockton Marsh & Associates LLP — has been identified that would impair the Firm's ability to represent BFO zealously and with undivided loyalty in connection with this matter. The Firm has no financial interest in Fund IV, no investment advisory relationship with Meridian Peak, and no other commercial entanglement that could compromise the independence of the engagement team.
6.4 Former Client Conflicts
Under Rule 1.9 of the New York Rules of Professional Conduct, a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing.
No former client relationship has been identified with Meridian Peak Capital Advisors LLC, Meridian Peak Capital Partners GP IV LLC, Meridian Peak Capital Partners Fund IV, L.P., any predecessor Meridian Peak fund, or any individual associated with Meridian Peak. Likewise, no former client relationship has been identified with BFO or any individual associated with BFO (BFO being a new client to the Firm). Accordingly, Rule 1.9 is not implicated by the proposed engagement, and no further analysis under the "substantial relationship" test is required.
7. Conclusion and Clearance
Based on the comprehensive conflict check conducted on January 22, 2024 — including automated database searches across all categories of Firm records, manual review of active Funds & Asset Management matters, and prior-fund vintage searches — and based on the analysis set forth in Section 6 of this memorandum, no conflicts of interest have been identified that would preclude, limit, or otherwise impair Calderwood & Harkness LLP's ability to represent Briarwood Family Office LLC in connection with the negotiation of a side letter and related documentation for BFO's proposed Seventy-Five Million Dollar ($75,000,000) limited partnership commitment to Meridian Peak Capital Partners Fund IV, L.P.
The matter is hereby cleared for engagement under Matter No. 1026-00001, subject to the execution of a formal engagement letter by the client.
The following administrative details are confirmed for purposes of the engagement record:
The engagement letter should be prepared in accordance with the Firm's standard form for investor-side fund advisory engagements and transmitted to Sandra M. Whitfield, General Counsel of BFO, for review and execution at the earliest practicable date.
8. Document Retention and Updates
This memorandum shall be retained in the document management system (DMS) as part of the permanent matter file for Matter No. 1026-00001, in accordance with the Firm's Records Retention Policy and applicable professional responsibility obligations.
The engagement team is reminded of the following ongoing obligations with respect to conflict monitoring:
(a) Supplemental Conflict Checks. If, during the course of the engagement, additional parties become involved in or relevant to the transaction — including, without limitation, co-investors, syndication partners, additional fund vehicles, parallel funds, alternative investment vehicles, additional counterparties, or any other persons or entities not identified and searched in this initial conflict check — supplemental conflict checks must be conducted promptly through the Firm's Conflicts Department, and the results must be documented and appended to this memorandum or maintained as a separate supplemental conflict memorandum in the matter file.
(b) Changes in Scope. The engagement team should promptly notify the Firm's Conflicts Department and the Responsible Partner of any material changes in the scope of the representation or the composition of the parties involved. A change in scope could include, for example, expansion of the engagement to cover additional investment vehicles managed by Meridian Peak, the addition of co-investment advisory services, or the emergence of any dispute or adversarial proceeding arising out of or related to the Fund IV investment.
(c) Ongoing Monitoring. Throughout the duration of the engagement, the engagement team should remain alert to any developments that could give rise to a new or previously unidentified conflict of interest, including changes in the Firm's client roster, the commencement of new matters involving any of the parties identified herein, or any lateral hire whose prior representations may intersect with this engagement.
PREPARED BY:
THERESA KIM Lead Associate, Funds & Asset Management Calderwood & Harkness LLP
Date: January 22, 2024
OWEN FISCHER Working Associate, Funds & Asset Management Calderwood & Harkness LLP
Date: January 22, 2024
REVIEWED AND APPROVED BY:
PAMELA CROSS Partner, Funds & Asset Management Calderwood & Harkness LLP Responsible Partner — Matter No. 1026-00001
Signature: ________
Date of Clearance: January 22, 2024
Distribution: Matter File (DMS — Matter No. 1026-00001); Pamela Cross, Partner; Nicholas Stern, Partner. This memorandum is confidential and intended solely for internal use by authorized personnel of Calderwood & Harkness LLP. Do not distribute externally.
Date: | January 22, 2024
To: | Pamela Cross, Partner, Funds & Asset Management
From: | Theresa Kim, Lead Associate, Funds & Asset Management
Owen Fischer, Working Associate, Funds & Asset Management
Re: | Conflict Check Results — Proposed Representation of Briarwood Family Office LLC in Connection with LP Commitment to Meridian Peak Capital Partners Fund IV, L.P.
Matter No.: | 1026-00001
Classification: | Privileged & Confidential — Attorney Work Product
Role | Attorney
Responsible Partner | Pamela Cross
Billing Partner | Nicholas Stern
Lead Associate | Theresa Kim
Working Associate | Owen Fischer
Field | Detail
Matter Number | 1026-00001
Client | Briarwood Family Office LLC
Responsible Partner | Pamela Cross
Billing Partner | Nicholas Stern
Lead Associate | Theresa Kim
Working Associate | Owen Fischer
Practice Group | Funds & Asset Management
Client Contact for Engagement Letter | Sandra M. Whitfield, General Counsel, BFO
Date of Clearance | January 22, 2024

INTERNAL MEMORANDUM CONFLICT CHECK RESULTS

PREPARED BY:

REVIEWED AND APPROVED BY:

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