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Contract analysis / fund-administrator-notification-letter.docx
fund-administrator-notification-letter.docx
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Standard · 5
1. Introduction and Purpose of Letter
1. Introduction and Purpose of Letter Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership with its principal offices at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, and to its affiliated fund vehicles. We write this letter on behalf of Solara and its general partner, Solara Digital Infrastructure GP LLC (EIN 82-4
2. Overview of Current Fund Structure and Clarendon's Existing Mandate
2. Overview of Current Fund Structure and Clarendon's Existing Mandate 2.1 Current Offshore Fund Vehicles Administered by Clarendon Clarendon currently provides fund administration services for each of the following four offshore fund vehicles within the Solara platform (collectively, the "Legacy Offshore Vehicles"): (a) Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman"). Fund IV-A Cayman is a Cayman
3. Description of the Planned Reorganization
Medium
⚑ Forum / governing law
3. Description of the Planned Reorganization 3.1 Business Rationale The Reorganization is driven by several strategic, operational, and regulatory considerations: (a) Operational Cost Reduction. Solara currently incurs approximately $3.8 million annually in duplicative offshore administration, audit, and regulatory fees arising from the maintenance of parallel fund structures across the Cayman Islands and Luxembourg
4. Impact on Clarendon's Fund Administration Services
Standard
⚑ Commercial term
4. Impact on Clarendon's Fund Administration Services 4.1 Vehicles Being Wound Down As a consequence of the Reorganization, Clarendon's existing fund administration mandates for each of the four Legacy Offshore Vehicles will be terminated upon the dissolution of each such vehicle in Step 5 of the Reorganization, with a target effective date of December 1, 2025. We recognize that the termination of these mandates repr
5. Coordination with Other Advisors
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⚑ Commercial term
5. Coordination with Other Advisors The Reorganization involves a number of external advisors in addition to Calderwood & Harkness LLP and Clarendon. To facilitate efficient coordination and avoid unnecessary duplication of effort, we set forth below the key advisors with whom Clarendon may interact during the transition, along with the nature of their engagement and relevant contact information: (a) Calderwood & Har
6. Requested Actions and Timeline
6. Requested Actions and Timeline In light of the foregoing, Solara and Calderwood & Harkness respectfully request that Clarendon Fund Services Ltd. undertake the following specific actions in connection with the Reorganization:
1. Acknowledge Receipt. Acknowledge receipt of this notification letter and confirm Clare
1. Acknowledge Receipt. Acknowledge receipt of this notification letter and confirm Clarendon's understanding of the Reorganization timeline and its anticipated impact on Clarendon's existing fund administration mandates.
2. Identify Transition Team. Identify a dedicated transition team within Clarendon and de
2. Identify Transition Team. Identify a dedicated transition team within Clarendon and designate a primary point of contact for all matters relating to the Reorganization. Please provide the names, titles, and contact information for all team members.
3. Prepare Transition Plan. Prepare and deliver a comprehensive transition plan for NAV c
3. Prepare Transition Plan. Prepare and deliver a comprehensive transition plan for NAV calculation and investor reporting, including a detailed description of parallel-run period logistics, data migration procedures, and quality assurance protocols, by no later than August 15, 2025.
4. Submit New Administration Proposal. Prepare and submit a proposal for the prospective
Standard
⚑ Commercial term
4. Submit New Administration Proposal. Prepare and submit a proposal for the prospective new administration mandate (encompassing the International Feeder, the Tax-Exempt Feeder, and potentially the Consolidated Master Fund) to Douglas Wexford (CFO) and Meredith Tsao (COO) by no later than August 1, 2025.
5. Coordinate with Redstone Advisory Group LLC. Coordinate with Marco DeLuca and his team
5. Coordinate with Redstone Advisory Group LLC. Coordinate with Marco DeLuca and his team at Redstone Advisory Group LLC on valuation inputs and historical cost data required for the independent fair market value appraisals of all portfolio company interests.
6. Coordinate with Caldwell Pierce & Co. LLP. Cooperate with Helen Okamoto and her team a
6. Coordinate with Caldwell Pierce & Co. LLP. Cooperate with Helen Okamoto and her team at Caldwell Pierce & Co. LLP on any financial data requests, tax-basis schedules, and other information required in connection with the PLR filing and ongoing tax compliance work.
7. Prepare Final NAV Reports and Terminal Investor Statements. Ensure that all final NAV
7. Prepare Final NAV Reports and Terminal Investor Statements. Ensure that all final NAV reports and terminal investor statements are prepared for each Legacy Offshore Vehicle as of each applicable step date (October 1, October 15, and November 1, 2025) and as of the dissolution date (December 1, 2025).
8. Complete Investor Data Transition. Complete the transition of all investor records, AM
Standard
⚑ Commercial term
8. Complete Investor Data Transition. Complete the transition of all investor records, AML/KYC files, FATCA/CRS data, and historical data from the Legacy Offshore Vehicles to the new feeder entities on or before December 1, 2025.
9. Continue Existing Services. Continue performing all existing administrative services f
9. Continue Existing Services. Continue performing all existing administrative services for each Legacy Offshore Vehicle without interruption until the date of its dissolution, maintaining customary service levels throughout the transition period. For ease of reference, the following table summarizes the key dates and corresponding actions:
7. Confidentiality
Medium
⚑ Forum / governing law
7. Confidentiality The contents of this letter and the Reorganization details described herein are confidential and are subject to the applicable confidentiality provisions set forth in Clarendon's existing fund administration agreements with each of the Legacy Offshore Vehicles. Clarendon is reminded of its obligations under those agreements and is instructed not to disclose the Reorganization, its terms, or any rel
8. Contact Information
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⚑ Commercial term
8. Contact Information All communications regarding the Reorganization should be directed to the following individuals: Primary Client Contacts at Solara Digital Infrastructure LP: Stefan Dalmqvist, Head of Tax 1200 Market Street, Suite 3400 Wilmington, Delaware 19801 Meredith Tsao, Chief Operating Officer 1200 Market Street, Suite 3400 Wilmington, Delaware 19801 Douglas Wexford, Chief Financial Officer 1200 Market S