Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the pre-submission conference held on July 22, 2025, at the IRS National Office, 1111 Constitution Avenue NW, Washington, DC 20224, in connection with Solara Digital Infrastructure LP's anticipated request for a private letter ruling ("PLR") relating to its proposed multi-step cross-border reorganization of its fund platform. Calderwood & Harkness LLP was represented at

II. BACKGROUND AND CONFERENCE LOGISTICS A. Conference Request The pre-submission conference was requested by letter from Leonard Cross to CC:INTL dated June 30, 2025 (the "Pre-Submission Conference Request Letter"), proposing a conference date of July 22, 2025. The Pre-Submission Conference Request Letter identified the taxpayer as Solara Digital Infrastructure LP (EIN 82-4917366), described the general nature of the

1. Detailed Summary of the Proposed Transaction. A narrative description of the five-step reorganization (the "Five-Step Plan"), including the formation of the new entities, the contributions of portfolio assets, and the dissolution of the Legacy Offshore Vehicles. The summary identified all entities involved in the reorganization and their respective Employer Identification Numbers, as follows:

2. List of Rulings Requested. A concise identification of each of the eight specific rulings to be requested in the PLR submission, numbered Rulings 1 through 8, covering IRC §§ 721(a), 721(b), 367, 731, 752, 704(c), 1446, and entity classification under Treas. Reg. § 301.7701-3, respectively.

3. Summary Organizational Charts. Pre-reorganization and post-reorganization organizational charts depicting the current fund structure (with the four Legacy Offshore Vehicles nested under Fund IV LP and Fund V LP) and the target structure (with the Consolidated Master Fund LP at the center of a master-feeder arrangement). These charts were prepared by Garrett Simmons and reviewed by Leonard Cross and Sylvia Hartwell

4. Brief Description of Business Rationale. A summary of the principal non-tax business purposes for the reorganization, including: (i) an estimated $3.8 million in annual operational cost savings resulting from the elimination of duplicative offshore administration, audit, and regulatory compliance expenses currently incurred across the four Legacy Offshore Vehicles; (ii) the impact of the OECD Pillar Two Global Ant

III. DETAILED SUMMARY OF IRS FEEDBACK BY RULING This section provides a ruling-by-ruling summary of the IRS's questions and preliminary reactions during the conference. For each ruling, we set forth the IRS's overall reaction, the specific questions asked, the additional detail or analysis requested by the IRS, and our assessment of the likelihood of obtaining a favorable ruling. A. Ruling 1 — IRC § 721(a): Tax-Free

§ 1446(f) — Transfers of Partnership Interests. The IRS raised the question of whether the Step 5 distributions to non-U.S. limited partners — who will receive Consolidated Master Fund LP interests in dissolution of the Legacy Offshore Vehicles and will then roll such interests into the Solara International Feeder (Cayman) LP — could be treated as dispositions of interests in partnerships engaged in a U.S. trade or b

IV. ADDITIONAL IRS QUESTIONS AND COMMENTS — CROSS-CUTTING ISSUES In addition to the ruling-specific questions summarized above, the IRS raised several cross-cutting issues that apply to the reorganization as a whole. These issues are addressed below. A. Business Purpose and Anti-Abuse The IRS asked about the business purpose for the reorganization beyond any tax benefits that might result from the restructuring. This