PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Conrad Ashby, Partner, White Collar & Investigations; Daniel Obi, Associate, Banking & Finance
FROM: Lisa Morrow, Associate, Banking & Finance
DATE: January 20, 2023
RE: First Rolling Production — Grand Jury Subpoena Response, Grand Jury No. 22-GJ-4481 (SDNY); Matter No. 1034-00001
CLIENT: Jonathan R. Caldwell
1. Purpose
The purpose of this memorandum is to document the contents, Bates range, format, and delivery logistics of the first rolling production of documents made on behalf of our client, Jonathan R. Caldwell, in response to the federal grand jury subpoena issued under Grand Jury No. 22-GJ-4481 by the United States Attorney's Office for the Southern District of New York. The subpoena was issued on November 18, 2022, and called for the production of documents spanning a wide range of categories related to Mr. Caldwell's business activities, investments, and financial dealings with Marcus W. Stavros, the Aegean Realty entities, Westlake Fidelity Bank, N.A., and Harborview Trust Company, among other persons and entities identified in the subpoena schedules.
Pursuant to negotiations between Conrad Ashby and Assistant United States Attorney Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit, the original return date of the subpoena was extended, and the parties agreed to a rolling production schedule to accommodate the volume and complexity of the responsive document universe. The first rolling production described herein was transmitted to AUSA Goldfarb on January 20, 2023, which is the negotiated extended return date for the initial production tranche.
This memorandum is intended to serve as a comprehensive internal record of the materials produced, the review methodology applied, the issues encountered during the production process, and the status of subsequent production tranches. It should be maintained in the matter file and updated as additional productions are completed.
2. Production Summary
2.1 Bates Range and Document Count
The first rolling production consists of a total of 1,842 documents, Bates-stamped sequentially from CALDWELL-00001 through CALDWELL-01842. For purposes of this memorandum, a "document" refers to a single logical unit, meaning that an email and its attachments may constitute multiple documents where each attachment was assigned a separate Bates range, consistent with the standard production protocol agreed upon with Clearpath Document Solutions Inc.
This production constitutes the first of an anticipated three rolling productions to be made pursuant to the schedule agreed upon with AUSA Goldfarb. The initial extension of the subpoena return date was granted via email from AUSA Goldfarb dated December 8, 2022, in which AUSA Goldfarb confirmed the government's agreement to accept documents on a rolling basis, with the first tranche due no later than January 20, 2023. A second extension, extending the deadline for the next production tranche to February 10, 2023, is anticipated and was the subject of preliminary discussions between Conrad Ashby and AUSA Goldfarb during the week of January 9, 2023. A formal written request for that extension was submitted on January 18, 2023, and we are awaiting confirmation.
2.2 Production Format
All documents in Production 1 were produced in the following format, consistent with the production specifications communicated to and accepted by AUSA Goldfarb:
• Image Format: TIFF images (single-page, Group IV compression, 300 DPI), with associated load files in Ashgrove Technologies DAT format and OPT (Opticon) image cross-reference files.
• Native Files: Where applicable, native file format productions were provided for spreadsheet files (Microsoft Excel .xlsx and .xls formats) in addition to the TIFF image renderings of those files, in order to preserve cell-level data, formulas, and embedded calculations that would not be meaningfully captured in a static image.
• Bates Stamping Convention: All documents bear a Bates stamp in the format CALDWELL-NNNNN, utilizing five-digit sequential numbering beginning at 00001. The Bates stamp appears in the lower right-hand corner of each TIFF image page. Native files are identified by Bates number in the associated load file metadata fields.
• Metadata Fields: The Ashgrove Technologies DAT load file includes the following extracted metadata fields for each document: Bates Begin, Bates End, Custodian, Date Sent/Created, Date Received/Modified, Author/From, Recipients (To/CC/BCC), Subject/Title, File Extension, File Path, MD5 Hash Value, and Confidentiality Designation.
The production was prepared and exported by Clearpath Document Solutions Inc. (Project Manager: Raj K. Anand), located at 15 Maiden Lane, Suite 800, New York, NY 10038. Clearpath has been retained as the litigation support and document processing vendor for this matter pursuant to the Vendor Engagement Letter and Statement of Work dated December 9, 2022. All processing, de-duplication, TIFF conversion, Bates stamping, and load file generation were performed by Clearpath under the direction of the Calderwood & Harkness engagement team.
2.3 Date Range Covered
The documents included in Production 1 span the date range of approximately January 2014 through December 2019. The heaviest concentration of documents in this production falls within the period of 2016 through 2019, which corresponds to the period of Mr. Caldwell's most active co-investment activities with Marcus W. Stavros and the Aegean Realty entities, including subscription to Aegean Realty Fund IV LP and Aegean Realty Fund V LP, the formation and operation of the 710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC joint ventures, and the origination of certain loan facilities at Westlake Fidelity Bank, N.A.
Documents from 2014 and 2015 are included to the extent they relate to Mr. Caldwell's initial subscription to Aegean Realty Fund III LP and to foundational communications establishing the business relationship between Mr. Caldwell and Mr. Stavros. As discussed in Section 4 below, the production was sequenced to prioritize chronologically earlier materials and core transactional documents in order to provide the government with foundational materials in the first tranche.
3. Categories of Documents Included
The documents produced in Production 1 fall into three principal categories, as described below. The categorization is based on document type and source rather than subject matter, and there is some overlap among categories where, for example, scanned paper copies of documents also exist as email attachments.
3.1 Emails and Email Attachments
Approximately 1,210 documents in Production 1 consist of emails and their associated attachments. These documents were sourced primarily from the custodial email account jrc@caldwellcap.com, which is Jonathan R. Caldwell's personal and business email account hosted on the Caldwell Capital Advisors LLC email server. A forensic image of the email account was obtained by Clearpath Document Solutions on December 5, 2022, and the email archive was ingested into the Clearpath review platform for processing and review.
The email correspondence in this production includes communications between Mr. Caldwell and the following key individuals and entities, among others:
• Marcus W. Stavros — Mr. Caldwell's co-investor and the managing partner of Aegean Realty Partners LLC. Communications with Mr. Stavros encompass the full range of their business relationship, including discussions of investment opportunities, joint venture formation, capital contributions, property acquisitions, financing arrangements, and distributions.
• Personnel at Aegean Realty Partners LLC (280 Atlantic Street, Suite 510, Stamford, CT 06901) — Including but not limited to communications with Karen DiNapoli (Chief Financial Officer), Thomas Bridger (Director of Acquisitions), and Robert Skouras (General Counsel). These communications relate to fund administration, investor reporting, and transactional matters concerning the Aegean Realty funds and affiliated entities.
• Westlake Fidelity Bank, N.A. (600 Summer Street, Stamford, CT 06901) — Including communications with Daniel Prescott (Senior Vice President, Commercial Real Estate Lending) and Angela Moretti (Relationship Manager). These communications relate to loan origination, closing coordination, covenant compliance, and general banking matters concerning credit facilities extended to the Aegean Realty entities and joint ventures in which Mr. Caldwell participated.
• Harborview Trust Company (88 Broad Street, Suite 200, Bridgeport, CT 06604) — Including communications with Richard Baxter (Trust Officer) and Margaret Hwang (Vice President, Trust Administration). These communications relate to custodial accounts and trust arrangements involving certain of Mr. Caldwell's investment interests.
The typical subject matter of the emails and attachments in this production includes: investment subscription documents and related correspondence, capital call notices issued by Aegean Realty entities, distribution notices and wire transfer instructions, property acquisition correspondence (including due diligence materials, letters of intent, and purchase and sale agreements), loan closing coordination and loan document circulation, quarterly investor reports and financial statements for Aegean Realty Fund III LP, Aegean Realty Fund IV LP, and Aegean Realty Fund V LP, operating reports and financial statements for 710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC, appraisal-related correspondence and reports, and general business communications regarding the ongoing management and performance of the foregoing investments.
3.2 Scanned Correspondence and Paper Files
Approximately 340 documents in Production 1 consist of scanned paper files that were collected from Mr. Caldwell's physical records. These paper files were collected from two locations:
1. Mr. Caldwell's personal residence, located at 1140 Park Avenue, Apartment 14C, New York, NY 10128. Paper files at this location were collected by Daniel Obi and Lisa Morrow on December 2, 2022, in the presence of Mr. Caldwell. The collection consisted of three bankers' boxes of documents maintained by Mr. Caldwell in a home office, primarily comprising executed originals and copies of investment-related documents.
2. The offices of Caldwell Capital Advisors LLC, located at 590 Madison Avenue, 22nd Floor, New York, NY 10022. Paper files at this location were collected by Lisa Morrow on December 6, 2022. The collection consisted of five folders of transactional documents maintained in Mr. Caldwell's office, including executed agreements, closing binders, and correspondence files.
All collected paper files were transported to Clearpath Document Solutions for scanning, OCR processing, and ingestion into the review platform. The scanned paper documents in this production include the following types of materials:
• Executed subscription agreements for Aegean Realty Fund III LP, Aegean Realty Fund IV LP, and Aegean Realty Fund V LP, together with related side letters and investor questionnaires.
• Wire transfer confirmations reflecting capital contributions to the Aegean Realty funds and joint ventures.
• Partnership statements, including annual and quarterly statements of account.
• Property closing documents, including settlement statements, deeds, title insurance policies, and related closing instruments for properties acquired by 710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC.
• Appraisal reports prepared by Pinnacle Appraisal Group LLC (355 Lexington Avenue, 9th Floor, New York, NY 10017) for properties in the Aegean Realty fund portfolios and joint venture holdings.
• Loan documents from Westlake Fidelity Bank, N.A., including promissory notes, loan agreements, guarantees, and related security instruments.
• Handwritten notes from meetings, including notes taken by Mr. Caldwell at investor meetings and in connection with due diligence sessions relating to specific property acquisitions. These notes are generally undated but were stored with and appear to relate to specific transactions that are identifiable from context.
3.3 PDF Documents and Financial Records
Approximately 292 documents in Production 1 consist of PDF files sourced from the Caldwell Capital Advisors LLC shared network drive. A forensic copy of the relevant directories on the shared drive was obtained by Clearpath Document Solutions on December 7, 2022, and the files were ingested into the review platform.
These documents include the following categories of materials:
• K-1 Tax Schedules: Schedule K-1 forms (Partner's Share of Income, Deductions, Credits, etc.) received by Mr. Caldwell from each of the Aegean Realty fund entities and joint ventures for tax years 2014 through 2019.
• Distribution Summary Reports: Reports prepared by the Aegean Realty Partners LLC fund administration team summarizing distributions made to Mr. Caldwell from each fund and joint venture entity.
• Quarterly Investor Statements: Statements issued to limited partners of Aegean Realty Fund III LP, Aegean Realty Fund IV LP, and Aegean Realty Fund V LP, reflecting net asset values, income allocations, and capital account balances.
• Operating Statements: Income and expense reports, cash flow statements, and budget-to-actual analyses for 710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC.
• Bank Statements: Statements for accounts at Westlake Fidelity Bank, N.A. and Harborview Trust Company reflecting wire transfers, distributions received, capital contributions made, and other financial transactions related to Mr. Caldwell's investments in the Aegean Realty entities and joint ventures.
4. Responsiveness Review Notes
All 1,842 documents included in Production 1 were reviewed for responsiveness to the grand jury subpoena by Daniel Obi (Lead Associate) and Lisa Morrow (Working Associate) in accordance with the Document Review Protocol and Search Term Memorandum dated December 14, 2022, which was prepared by Conrad Ashby and distributed to the review team at the outset of the document review process.
The responsiveness review was conducted on the Clearpath Document Solutions review platform using a combination of keyword searching, date filtering, custodian filtering, and linear document-by-document review. The initial culling of the collected document universe was performed using the following keyword search terms, among others, which were developed based on the categories of documents described in the subpoena schedules and the known facts of the matter:
"Stavros," "Aegean," "Aegean Realty," "Westlake," "Westlake Fidelity," "Harborview," "Pinnacle," "Pinnacle Appraisal," "Flatbush," "710 Flatbush," "Commerce Boulevard," "Fund III," "Fund IV," "Fund V," "appraisal," "syndication," "wire transfer," "capital call," "distribution," "subscription," "closing," "loan," "guaranty," "guarantee," "K-1," "valuation," "Skouras," "DiNapoli," "Bridger," "Prescott," and "Moretti."
Date filtering was applied to limit the initial culling set to documents dated within the period January 1, 2013 through December 31, 2022, consistent with the temporal scope of the subpoena. Custodian filtering was applied to isolate documents from Mr. Caldwell's email account and the relevant directories on the Caldwell Capital Advisors shared drive.
Following the keyword and filtering culling stage, all documents in the resulting hit set were reviewed on a document-by-document basis by Daniel Obi and Lisa Morrow to confirm responsiveness. Documents that were determined to be non-responsive (e.g., purely personal communications, communications relating to unrelated business matters of Caldwell Capital Advisors, or marketing materials from third parties) were coded as non-responsive and excluded from the production set.
In sequencing the production, Production 1 was structured to prioritize chronologically earlier documents (generally those dated 2014 through 2018) as well as core transactional documents regardless of date, including subscription agreements, closing documents, capital call and distribution records, and loan documents. The rationale for this sequencing was to provide the government with foundational materials in the first tranche — that is, the documents that establish the structure of Mr. Caldwell's investments and his business relationships with the key individuals and entities identified in the subpoena. Later correspondence and more voluminous day-to-day communications will be included in the second and third rolling productions.
5. Privilege Review Notes
All documents included in this production tranche underwent a second-pass privilege review conducted by Daniel Obi and Lisa Morrow, in accordance with the Privilege Review Guidelines Memorandum issued by Conrad Ashby on December 14, 2022. The privilege review was designed to identify and withhold from production any documents protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection.
The following categories of documents were identified during the privilege review process and were excluded from Production 1, having been placed on the privilege hold list maintained in the Clearpath review platform:
1. Communications with Whitmore & Kessler LLP. Documents reflecting communications between Mr. Caldwell and Patricia Sheldon, Partner at Whitmore & Kessler LLP, regarding the 2019 separation negotiation between Mr. Caldwell and Mr. Stavros relating to their joint venture interests and the unwinding of certain co-investment arrangements. These communications are protected by the attorney-client privilege as they reflect confidential legal advice sought and rendered in connection with the separation negotiation.
2. Communications with Thornberg & Whitfield CPAs. Documents reflecting communications between Mr. Caldwell and Helen R. Thornberg, Senior Partner at Thornberg & Whitfield CPAs, where tax advice was rendered at the direction of counsel in connection with the structuring and tax treatment of certain of Mr. Caldwell's investments. These communications are protected under the attorney-client privilege to the extent they were made at the direction of, or for the purpose of facilitating, legal advice rendered by Whitmore & Kessler LLP.
The privilege log for all withheld documents will be compiled and delivered together with the third and final production. The log will identify each withheld document by date, author, recipient(s), general subject matter description, and the applicable privilege or protection asserted, in accordance with the requirements of the applicable rules and any specific directions from the government.
No documents in the Production 1 tranche required resolution of close or contested privilege calls. During the review process, any documents that presented borderline privilege questions were flagged in the Clearpath platform and escalated to Conrad Ashby for review and determination in accordance with the established escalation protocol. All such escalations were resolved by Mr. Ashby prior to the finalization of the production set, and all documents determined not to be privileged were included in the production. No documents in this tranche were the subject of unresolved privilege disputes as of the date of production.
6. Issues Encountered During Production
The following issues were encountered during the collection, processing, review, and production of the documents in Production 1. Each issue is described below, together with the steps taken to address it.
6.1 Duplicate Documents
During the processing phase, Clearpath Document Solutions identified approximately 83 near-duplicate documents within the collected document universe. De-duplication was performed using MD5 hash value comparison, which identifies documents that are byte-for-byte identical. Documents identified as exact duplicates were suppressed from the review set, and only unique versions were retained for review and, where responsive, included in the production.
In certain instances, a document existed in both electronic form (as an email or email attachment) and in scanned paper form (from the physical collections described in Section 3.2). In such cases, the general approach was to produce the email version of the document, which retains its original metadata (including date, sender, recipient, and subject line information), and to suppress the scanned paper version as a duplicate. However, where the paper version contained unique handwritten annotations — such as marginal notes, checkmarks, or other markings made by Mr. Caldwell — that were not present on the electronic version, both versions were retained and produced, with the scanned paper version assigned a separate Bates number. This approach ensures that the production is complete and that no unique substantive content is lost through the de-duplication process.
A de-duplication log documenting all suppressed duplicate documents has been maintained by Clearpath and is available for review by the engagement team in the Clearpath platform.
6.2 Partially Corrupted Files
Three email files from Mr. Caldwell's email archive, all dating from 2015, were found to be partially corrupted during the processing phase and could not be fully rendered as TIFF images. Clearpath's technical team attempted multiple extraction methods, including PST repair utilities and alternative email parsing tools, but was unable to fully recover the original formatting and embedded content of these files.
For these three documents, Clearpath extracted all available text content and produced the documents with the extracted text rendered as TIFF images. A notation was included in the Ashgrove Technologies DAT load file for each of these documents indicating that the rendering is partial and that the original source file was corrupted. The three affected documents are identified by the following Bates numbers:
• CALDWELL-00487
• CALDWELL-00488
• CALDWELL-00512
Upon review, the content of these three documents relates to early informational correspondence regarding Aegean Realty Fund III LP — specifically, general marketing and fund overview materials circulated during the initial fundraising period. The documents do not appear to contain substantive transactional terms, executed agreements, or other materials of heightened significance. Nevertheless, the partial rendering has been documented, and the original corrupted source files have been preserved by Clearpath in the event that further recovery efforts are warranted or the government requests additional information regarding these documents.
6.3 Password-Protected Attachments
Two email attachments in Microsoft Excel format (.xlsx) were found to be password-protected during processing and could not be opened or converted without the applicable passwords. The emails to which these spreadsheets were attached were sent by Karen DiNapoli of Aegean Realty Partners LLC to Mr. Caldwell in connection with investor allocation analyses for Aegean Realty Fund IV LP.
Mr. Caldwell was contacted and provided the passwords for both files. Upon decryption, the spreadsheets were successfully converted to TIFF images and were also produced in native format (.xlsx) to preserve the underlying formulas, cell-level data, and formatting that would not be fully captured in a static image rendering. The two documents are identified by the following Bates numbers:
• CALDWELL-01204
• CALDWELL-01205
These documents contain investor allocation summaries for Aegean Realty Fund IV LP, including capital contribution amounts, ownership percentages, preferred return calculations, and distribution waterfalls for the fund's limited partners.
7. Delivery Confirmation
Production 1 was delivered to AUSA Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit, United States Attorney's Office for the Southern District of New York, located at 500 Pearl Street, New York, NY 10007, on January 20, 2023.
The delivery was made via secure electronic file transfer using Clearpath Document Solutions' encrypted file transfer platform. A unique download link and access credentials were generated by Clearpath and transmitted to AUSA Goldfarb by email from Lisa Morrow at 10:47 AM EST on January 20, 2023. The email transmitting the download link and credentials was sent from Lisa Morrow's Calderwood & Harkness email address (lmorrow@calderwoodharkness.com) to AUSA Goldfarb's Department of Justice email address. The file transfer link was configured to expire after seven (7) calendar days if not accessed, and to permit a maximum of three (3) downloads.
A formal transmittal letter from Conrad Ashby to AUSA Goldfarb, dated January 20, 2023, accompanied the production. The transmittal letter references Grand Jury No. 22-GJ-4481, identifies the Bates range of the documents produced (CALDWELL-00001 through CALDWELL-01842), describes the production format, and expressly reserves all rights and objections on behalf of Mr. Caldwell, including but not limited to any objections to the scope, breadth, or burden of the subpoena, any privilege claims, and any other rights or protections available under applicable law. The transmittal letter further notes that the production is made on a rolling basis and that additional productions are forthcoming.
A copy of the transmittal letter has been saved to the matter file in the Calderwood & Harkness document management system and is available for reference.
8. Remaining Production Status
As of the date of this memorandum, the status of the overall document collection, review, and production effort is as follows:
• Total Document Universe: The total universe of documents collected from all custodians and sources (including Mr. Caldwell's email account, the Caldwell Capital Advisors shared drive, and the physical paper files) is approximately 14,200 documents, comprising approximately 8.3 gigabytes of data. This figure represents the post-ingestion count after initial processing and file extraction by Clearpath Document Solutions.
• Responsive Documents Identified to Date: Including the 1,842 documents produced in Production 1 and those documents that have been identified as responsive during ongoing review but have not yet been produced, the total number of responsive documents anticipated across all three rolling productions is estimated at approximately 3,847 documents.
• Documents Remaining for Production: Approximately 2,005 additional responsive documents remain to be produced in the second and third rolling productions. This figure is an estimate and may change as the review of the remaining document universe is completed and responsiveness and privilege determinations are finalized for the remaining documents.
• Second Rolling Production: The second rolling production is targeted for delivery by February 10, 2023, subject to confirmation of the second extension from AUSA Goldfarb. The formal extension request was submitted by Conrad Ashby on January 18, 2023, and we anticipate a response in the coming days. The second production is expected to focus on the 2018–2022 time period and to include additional email correspondence, financial records, and documents relating to the later-stage transactions and the dissolution or restructuring of certain of the joint venture entities.
• Third and Final Rolling Production: The third and final rolling production, together with the completed privilege log, is targeted for delivery by late February 2023. The precise date will depend on the pace of the remaining review work, the resolution of any outstanding privilege issues, and any further discussions with AUSA Goldfarb regarding the production schedule. The privilege log will cover all documents withheld from all three production tranches on the basis of attorney-client privilege, work product protection, or any other applicable privilege.
The engagement team will continue to monitor the review progress and will provide updates to Conrad Ashby as the second production deadline approaches. Any issues that arise during the review of the remaining documents will be documented and escalated in accordance with the established protocols.
9. Document Retention
All documents collected, processed, and reviewed in connection with this matter are hosted on the Clearpath Document Solutions platform under matter reference 1034-00001. Access to the Clearpath platform for this matter is restricted to authorized members of the Calderwood & Harkness engagement team (Conrad Ashby, Bernard Crawford, Daniel Obi, and Lisa Morrow) and to designated Clearpath project personnel (Raj K. Anand, Project Manager, and authorized technical staff).
A complete copy of the production set (CALDWELL-00001 through CALDWELL-01842), including all TIFF images, native files, and load files, has been preserved in the Calderwood & Harkness LLP document management system under the matter number 1034-00001. This copy serves as a firm-side record of the materials produced to the government and can be accessed by any authorized member of the engagement team.
Original source data, including the forensic image of Mr. Caldwell's email account, the forensic copy of the Caldwell Capital Advisors shared drive directories, mobile device backup data, and the scanned images of the physical paper files, remains in secure storage with Clearpath Document Solutions pending the completion of the matter. Clearpath maintains these materials in accordance with the data security and chain-of-custody protocols specified in the Vendor Engagement Letter / SOW dated December 9, 2022, and will retain them until instructed otherwise by Calderwood & Harkness.
No original documents collected from Mr. Caldwell have been destroyed, altered, or returned. All physical paper files collected from Mr. Caldwell's residence and office remain in the custody of Clearpath Document Solutions pending further instructions.
10. Distribution of This Memorandum
This memorandum is for internal use by the Calderwood & Harkness LLP engagement team only and is intended solely for the following individuals:
• Conrad Ashby, Partner, White Collar & Investigations
• Bernard Crawford, Partner, White Collar & Investigations
• Daniel Obi, Associate, Banking & Finance
• Lisa Morrow, Associate, Banking & Finance
This memorandum constitutes attorney work product prepared in anticipation of litigation and in connection with the provision of legal services to Mr. Caldwell. It is protected by the attorney work product doctrine and is subject to the firm's obligations of confidentiality.
This memorandum is not to be shared with the client or any third party without the prior written approval of Conrad Ashby. Any questions regarding the distribution or handling of this memorandum should be directed to Conrad Ashby.
Lisa Morrow Associate, Banking & Finance Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022 Telephone: (212) 555-0147
Email: lmorrow@calderwoodharkness.com
Date: January 20, 2023
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney work product doctrine and is intended solely for the internal use of the Calderwood & Harkness LLP engagement team. Unauthorized disclosure, copying, or distribution is strictly prohibited.