1034-00004 · Group Strathmore Corp · Dynasty Trust Documents

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NORTHGATE TRUST COMPANY OF DELAWARE 1201 North Market Street, Suite 1600 Wilmington, Delaware 19801

ACCEPTANCE OF APPOINTMENT AS INSTITUTIONAL CO-TRUSTEE

Caldwell Family Dynasty Trust

Trust Agreement Dated April 1, 2023

April 1, 2023

This Acceptance of Appointment as Institutional Co-Trustee (this "Acceptance") is executed by Northgate Trust Company of Delaware, a Delaware trust company, with its principal office located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801 ("Northgate"), in connection with the irrevocable trust agreement creating the Caldwell Family Dynasty Trust (the "Trust"), dated as of April 1, 2023 (the "Trust Agreement").

ARTICLE I — RECITALS

WHEREAS, the following facts and circumstances are material to Northgate's acceptance of its fiduciary appointment and are set forth herein for purposes of record:

Section 1.01 — Identification of the Trust

The Caldwell Family Dynasty Trust is an irrevocable trust established pursuant to the Trust Agreement executed on April 1, 2023. The Trust has its situs in the State of Delaware and is governed in all respects by the laws of the State of Delaware, including, without limitation, the Delaware Trust Act, 12 Del. C. §§ 3301–3342, and Delaware's provisions permitting trusts of unlimited duration. Specifically, the Trust is intended to qualify as a perpetual trust under Delaware law, and is not subject to any rule against perpetuities or other limitation on the duration of trusts. The Trust was established for the purpose of providing long-term, multi-generational wealth preservation and transfer for the benefit of the Grantor's descendants and their families, and is intended to be a generation-skipping trust to which the Grantor's generation-skipping transfer ("GST") tax exemption will be allocated.

Section 1.02 — Identification of the Grantor

The Grantor of the Trust is Jonathan Robert Caldwell, an individual residing at 418 East 72nd Street, Apartment 14A, New York, New York 10021 (the "Grantor"). The Grantor's Social Security Number ends in 4781 (XXX-XX-4781). The Grantor executed the Trust Agreement on April 1, 2023, and has contributed the initial trust property described in Section 1.06 below. During the Grantor's lifetime, the Trust is treated as a grantor trust for federal income tax purposes under Sections 671–679 of the Internal Revenue Code of 1986, as amended (the "Code"), with all items of income, deduction, gain, loss, and credit reportable on the Grantor's individual federal income tax return.

Section 1.03 — Identification of the Co-Trustees Under the Trust Agreement

The Trust Agreement provides for the service of two co-trustees, one serving in a family capacity and one serving in an institutional capacity, as follows:

(a) Family Co-Trustee. Thomas R. Caldwell, an individual residing at 55 Perry Street, Unit 3, New York, New York 10014 (the "Family Co-Trustee"). Thomas R. Caldwell is the son of the Grantor and currently serves as Vice President of Acquisitions at Meridian Crest Partners LLC, a New York-based private equity firm. The Family Co-Trustee serves in a fiduciary capacity under the Trust Agreement with the powers, duties, and responsibilities set forth therein.

(b) Institutional Co-Trustee. Northgate Trust Company of Delaware, a Delaware trust company, with its principal office at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801 (the "Institutional Co-Trustee" or "Northgate"). The Institutional Co-Trustee is appointed pursuant to the Trust Agreement to serve alongside the Family Co-Trustee in the administration of the Trust, with the specific powers, duties, and responsibilities allocated to the Institutional Co-Trustee as set forth in the Trust Agreement.

(c) Trust Protector. Victoria Chambers, Esq., a partner at Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152 (the "Trust Protector"). The Trust Protector serves in a non-fiduciary capacity as expressly provided in the Trust Agreement. Pursuant to the Trust Agreement, the Trust Protector holds the following non-fiduciary powers: (i) the power to modify administrative and procedural provisions of the Trust Agreement; (ii) the power to change the situs of the Trust and the governing law applicable thereto; and (iii) the power to remove and appoint trustees, including the Institutional Co-Trustee. The Trust Protector shall not be deemed a fiduciary of the Trust and shall not be subject to fiduciary duties or liabilities in connection with the exercise or non-exercise of her powers.

Section 1.04 — Identification of the Distribution Committee

The Trust Agreement establishes a Distribution Committee (the "Distribution Committee") comprised of the following individuals:

(a) Thomas R. Caldwell;

(b) Katherine C. Hartfield; and

The Distribution Committee has authority over discretionary distributions from the Trust that exceed One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year. Any such distribution exceeding the foregoing threshold requires the unanimous written approval of all members of the Distribution Committee, as further set forth in the Distribution Committee Operating Procedures adopted in connection with the Trust Agreement. Distributions at or below the $100,000 per beneficiary per year threshold are subject to the co-trustees' authority under the Trust Agreement without the requirement of Distribution Committee approval, subject to the applicable distribution standard.

Section 1.05 — Identification of the Beneficiaries

The beneficiaries of the Trust (the "Beneficiaries") are identified in the Trust Agreement as follows:

(a) Primary Beneficiaries. The Grantor's three children: (i) Thomas R. Caldwell; (ii) Katherine C. Hartfield; and (iii) Olivia G. Caldwell, and their respective issue, per stirpes.

(b) Current Grandchildren Beneficiaries. As of the date of this Acceptance, the Grantor's grandchildren include: (i) James W. Hartfield, age eight (8); (ii) Charlotte M. Hartfield, age five (5); (iii) Lucas T. Caldwell, age three (3); and (iv) Nora E. Caldwell, age one (1). Future-born or after-adopted issue of the Grantor's children shall automatically become beneficiaries of the Trust upon their birth or adoption, in accordance with the Trust Agreement.

(c) Spouses of Beneficiaries. The spouses of the Grantor's children and more remote descendants are eligible for distributions solely under the health, education, maintenance, and support ("HEMS") standard as set forth in the Trust Agreement, and are not primary discretionary beneficiaries of the Trust.

Section 1.06 — Description of Initial Trust Property

The Grantor has contributed the following initial trust property to the Trust on April 1, 2023, as more particularly described in Schedule A to the Trust Agreement:

(a) Cash Contribution. Five Million Dollars ($5,000,000) in cash, transferred by wire to the custody account maintained by Northgate for the benefit of the Trust (the "Initial Trust Property").

In addition to the Initial Trust Property, it is anticipated that the Trust will receive additional property in the form of remainder interests from the following three Grantor Retained Annuity Trusts (collectively, the "GRATs") upon their respective terminations:

(i) The Caldwell 2023 Securities GRAT ("GRAT A"), funded with marketable securities having an initial fair market value of approximately Sixty Million Dollars ($60,000,000);

(ii) The Caldwell 2023 Realty GRAT ("GRAT B"), funded with membership interests in Stonecrest Realty Holdings LLC having an initial fair market value of approximately Eighty Million Dollars ($80,000,000); and

(iii) The Caldwell 2023 Carried Interest GRAT ("GRAT C"), funded with limited partnership interests in Caldwell Ridgeline Capital LP and associated carried interest having an initial fair market value of approximately Thirty-Eight Million Dollars ($38,000,000).

The GRAT remainder interests will pour into the Trust upon the termination of each respective GRAT, subject to the terms of each GRAT instrument. The receipt of such remainder interests will significantly increase the corpus of the Trust and will be administered by the co-trustees in accordance with the Trust Agreement and the Investment Policy Statement described in Section 3.02 below.

Section 1.07 — Appointment Under the Trust Agreement

Article VIII of the Trust Agreement designates Northgate Trust Company of Delaware as the Institutional Co-Trustee of the Trust. The Trust Agreement sets forth the role, duties, powers, and limitations of the Institutional Co-Trustee, including the allocation of responsibilities between the Institutional Co-Trustee and the Family Co-Trustee, the interaction of the co-trustees with the Distribution Committee, and the authority of the Trust Protector with respect to the appointment, removal, and powers of the Institutional Co-Trustee. Northgate has reviewed and is familiar with all such provisions, and this Acceptance is made with reference to and in reliance upon the Trust Agreement in its entirety.

ARTICLE II — ACCEPTANCE OF APPOINTMENT

Section 2.01 — Formal Acceptance

Northgate Trust Company of Delaware hereby formally and irrevocably accepts its appointment as Institutional Co-Trustee of the Caldwell Family Dynasty Trust, effective as of April 1, 2023, the date of execution of the Trust Agreement.

In connection with this Acceptance, Northgate acknowledges and confirms each of the following:

(a) Northgate has received a complete, fully executed copy of the Trust Agreement dated April 1, 2023, including all schedules, exhibits, and attachments thereto, and has carefully reviewed and is familiar with the terms, conditions, and provisions thereof.

(b) Northgate has received Schedule A to the Trust Agreement, which identifies the Initial Trust Property as Five Million Dollars ($5,000,000) in cash contributed by the Grantor on April 1, 2023.

(c) Northgate has received copies of the GRAT instruments for GRAT A, GRAT B, and GRAT C, and understands the anticipated timing and nature of the remainder interests expected to pour into the Trust upon the termination of each GRAT.

(d) Northgate has received a copy of the Distribution Committee Operating Procedures and understands the role and authority of the Distribution Committee in connection with discretionary distributions from the Trust.

(e) Northgate has received a copy of the Investment Policy Statement prepared for the Trust and understands the investment guidelines and objectives set forth therein.

Section 2.02 — Acknowledgment of Fiduciary Capacity

Northgate accepts and acknowledges its fiduciary duties and obligations under the laws of the State of Delaware and the terms of the Trust Agreement. Without limiting the generality of the foregoing, Northgate specifically acknowledges the following fiduciary duties:

(a) Duty of Loyalty. Northgate shall administer the Trust solely in the interest of the Beneficiaries and shall not engage in self-dealing or place its own interests, or the interests of third parties, above the interests of the Beneficiaries in connection with any matter relating to the Trust.

(b) Duty of Care. Northgate shall exercise such care, skill, and caution as a prudent person acting in a like capacity would exercise under the circumstances then prevailing, taking into account the purposes, terms, and distribution provisions of the Trust Agreement and the nature and size of the Trust's assets.

(c) Duty of Impartiality. Northgate shall act impartially among the Beneficiaries, taking into account any differing interests of the current and remainder beneficiaries, unless the Trust Agreement provides otherwise with respect to the allocation of benefits among particular classes of Beneficiaries.

(d) Duty of Prudent Administration. Northgate shall administer the Trust in an efficient and cost-effective manner, shall take reasonable steps to preserve and protect the trust property, and shall act prudently in all matters relating to the Trust's administration, investment, and distribution activities.

Northgate further acknowledges that its powers and duties as Institutional Co-Trustee are exercised jointly alongside the Family Co-Trustee, Thomas R. Caldwell, in accordance with the Trust Agreement, and that certain discretionary distribution authority is subject to the Distribution Committee's unanimous written approval for distributions exceeding One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year, as set forth in Section 1.04 above.

Section 2.03 — Confirmation of Authority and Good Standing

Northgate represents and confirms as follows:

(a) Northgate is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is authorized to exercise fiduciary powers and act in a fiduciary capacity under applicable Delaware law and regulations.

(b) Northgate possesses all necessary corporate power and authority to accept and perform its duties and obligations as Institutional Co-Trustee under the Trust Agreement and this Acceptance.

(c) The acceptance of the appointment as Institutional Co-Trustee of the Trust has been duly authorized by the appropriate officers and, to the extent required by Northgate's internal governance policies, the Board of Directors of Northgate, and all necessary internal approvals have been obtained.

(d) No further consent, approval, authorization, or order of any court, governmental agency, or regulatory body is required for Northgate to execute and deliver this Acceptance and to perform its duties and obligations hereunder and under the Trust Agreement.

ARTICLE III — ADMINISTRATIVE UNDERTAKINGS

Section 3.01 — Custody and Safekeeping of Trust Assets

Northgate shall hold, safeguard, and administer all trust assets in accordance with the Trust Agreement, this Acceptance, and applicable Delaware law. In connection therewith, Northgate undertakes the following:

(a) Northgate shall maintain all trust property in one or more segregated accounts established and maintained in the name of the Trust, separate and apart from Northgate's own assets, the assets of any other trust or fiduciary account administered by Northgate, and the assets of any third party.

(b) Northgate shall take and maintain physical or book-entry custody of all trust assets, including cash, marketable securities, and other financial instruments, through its custodial systems and such sub-custodians as Northgate may engage in its discretion, consistent with industry standards and the Trust Agreement.

(c) As of the date of this Acceptance, Northgate has received and holds in custody the Initial Trust Property consisting of Five Million Dollars ($5,000,000) in cash. Upon the termination of GRAT A, GRAT B, and GRAT C, Northgate shall receive into custody the GRAT remainder assets, which are expected to include marketable securities, membership interests in Stonecrest Realty Holdings LLC, limited partnership interests in Caldwell Ridgeline Capital LP, and associated carried interest. Northgate shall take all reasonable steps to ensure the orderly receipt, transfer, and re-registration of such assets into the Trust's custodial accounts.

(d) Northgate shall maintain appropriate records of all trust assets, including acquisition dates, cost basis, fair market values, and all transactions affecting the trust corpus or income.

Section 3.02 — Investment Responsibilities

Northgate shall invest and reinvest trust assets in accordance with the following:

(a) Investment Policy Statement. Northgate shall adhere to the Investment Policy Statement (the "IPS") adopted for the Trust, which was prepared by Calderwood & Harkness LLP in consultation with Havensbrook Wealth Advisors LLC, under the direction of Diana R. Linden, CFP®, Managing Director, Family Office Services. The IPS establishes the Trust's investment objectives, risk tolerance, asset allocation targets, diversification guidelines, liquidity requirements, and performance benchmarks. The IPS may be amended from time to time by agreement of the co-trustees, subject to the Trust Agreement.

(b) Delaware Prudent Investor Act. Northgate shall invest trust assets in accordance with the Delaware Prudent Investor Act, 12 Del. C. § 3302, which requires that a trustee invest and manage trust assets as a prudent investor would, by considering the purposes, terms, distribution requirements, and other circumstances of the Trust. Northgate shall exercise reasonable care, skill, and caution in making investment decisions and shall diversify trust investments unless it reasonably determines that the purposes of the Trust are better served without diversification.

(c) Coordination with Family Co-Trustee and Financial Advisor. Northgate shall coordinate with Thomas R. Caldwell, as Family Co-Trustee, and with Havensbrook Wealth Advisors LLC (900 Third Avenue, 18th Floor, New York, New York 10022), the Trust's financial advisor, on all material asset allocation decisions, diversification strategies, and investment transactions. Northgate shall participate in periodic investment review meetings with the Family Co-Trustee and the financial advisor, at a frequency to be mutually agreed upon but no less often than quarterly.

(d) Directed Trust Provisions. Northgate acknowledges that the Trust Agreement may contain directed trust provisions that allocate specific investment responsibilities or decision-making authority between the Institutional Co-Trustee and the Family Co-Trustee, or that designate an investment advisor with authority to direct investment decisions. To the extent such directed trust provisions are applicable, Northgate shall follow the direction of the designated party in accordance with the Trust Agreement and Delaware law, including 12 Del. C. § 3313A, and Northgate shall not be liable for any loss resulting from compliance with such directions, except to the extent otherwise provided by law.

Section 3.03 — Accounting and Reporting

Northgate shall discharge the following accounting and reporting obligations:

(a) Books and Records. Northgate shall maintain accurate, complete, and current books and records of all trust transactions, including receipts, disbursements, distributions, investment transactions, gains, losses, income, and expenses. Such books and records shall be maintained in accordance with generally accepted fiduciary accounting principles and shall be available for inspection by the Grantor (during his lifetime), the Family Co-Trustee, the Trust Protector, and the qualified beneficiaries of the Trust, as and to the extent required by the Trust Agreement and Delaware law.

(b) Periodic Accountings. Northgate shall prepare and deliver to the Grantor (during his lifetime), the Family Co-Trustee, and the qualified beneficiaries periodic trust accountings in accordance with the Trust Agreement and applicable Delaware law. At a minimum, Northgate shall prepare and deliver annual statements of trust assets, income, expenses, distributions, and transactions within ninety (90) days following the end of each calendar year. Northgate shall also prepare and deliver interim accountings upon the reasonable request of the Grantor, the Family Co-Trustee, the Trust Protector, or any qualified beneficiary, or as otherwise required by the Trust Agreement.

(c) Tax Return Preparation and Filing. Northgate shall prepare and file, or cause to be prepared and filed, all required federal, state, and local tax returns for the Trust, including, without limitation, IRS Form 1041 (U.S. Income Tax Return for Estates and Trusts) and any applicable state fiduciary income tax returns. During the period in which the Trust is treated as a grantor trust for federal income tax purposes, Northgate shall coordinate tax reporting with the Grantor and the Grantor's tax advisors at Strathmore Corporation & Greaves LLP, under the direction of Martin J. Prescott, CPA, Senior Partner, located at 600 Third Avenue, 28th Floor, New York, New York 10016, to ensure consistent and accurate reporting of all trust income and deductions on the Grantor's individual tax returns.

(d) GST Exemption Allocation and ETIP Coordination. Northgate shall coordinate with Calderwood & Harkness LLP (Matter No. 1034-00004) and Sylvia Hartwell, Specialist Partner (Tax), on all matters relating to the allocation of the Grantor's GST exemption to the Trust, including the application of the estate tax inclusion period ("ETIP") rules under Section 2642(f) of the Code to the GRAT remainder interests expected to be received by the Trust. Northgate acknowledges that timely and accurate GST exemption allocation is critical to the Trust's intended tax treatment as a fully GST-exempt trust, and Northgate shall cooperate fully with the Grantor's tax and estate planning counsel in connection therewith.

Section 3.04 — Distribution Administration

Northgate shall administer distributions from the Trust as follows:

(a) HEMS Standard. Northgate shall process and administer distributions to the Beneficiaries in accordance with the health, education, maintenance, and support ("HEMS") standard set forth in the Trust Agreement. In evaluating distribution requests, Northgate shall consider the applicable HEMS factors, the Beneficiary's other resources and financial circumstances, the needs of other current and remainder beneficiaries, and any guidance provided in the Trust Agreement regarding the Grantor's intent.

(b) Distribution Committee Threshold. For any discretionary distribution to a Beneficiary that exceeds One Hundred Thousand Dollars ($100,000) in a given calendar year, Northgate shall not authorize, process, or make such distribution without first obtaining the unanimous written approval of all members of the Distribution Committee (Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell), as set forth in the Trust Agreement and the Distribution Committee Operating Procedures. Northgate shall submit distribution requests exceeding the threshold to the Distribution Committee in writing and shall maintain records of all committee deliberations and approvals.

(c) Record Keeping. Northgate shall maintain complete records of all distribution requests received, the analysis performed in connection with each request, any communications with the Distribution Committee, all Distribution Committee approvals or denials, and all distributions actually made, including the date, amount, recipient, and purpose of each distribution.

(d) Spouses. Distributions to spouses of Beneficiaries shall be made solely under the HEMS standard, and Northgate shall document the specific health, education, maintenance, or support need justifying any distribution to a spouse.

Section 3.05 — Compliance with Delaware Law

(a) Northgate shall ensure that the administration of the Trust complies with all applicable statutes, regulations, and judicial requirements of the State of Delaware, including, without limitation, the perpetual trust provisions of Delaware law, the Delaware Trust Act (12 Del. C. §§ 3301–3342), the Delaware Prudent Investor Act (12 Del. C. § 3302), and all other applicable provisions of the Delaware Code relating to trusts and fiduciaries.

(b) Northgate shall cooperate with the Trust Protector, Victoria Chambers, in connection with any exercise of her non-fiduciary powers under the Trust Agreement, including, without limitation, the power to modify administrative provisions of the Trust Agreement, the power to change the situs of the Trust and the governing law applicable thereto, and the power to remove and appoint trustees. Northgate shall promptly comply with any directive or instruction issued by the Trust Protector within the scope of her authority under the Trust Agreement.

(c) Northgate acknowledges that the Delaware situs was selected for the Trust, among other reasons, to take advantage of Delaware's favorable trust laws, including the absence of a state income tax on undistributed trust income earned by a Delaware trust for the benefit of out-of-state beneficiaries, the availability of perpetual trust duration, the strong asset protection statutes, and the well-developed body of trust jurisprudence. Northgate shall take reasonable steps to maintain the Delaware situs of the Trust and to avoid actions that could inadvertently subject the Trust to income taxation in other jurisdictions.

Section 3.06 — Coordination with Co-Trustee and Advisors

(a) Northgate shall coordinate and communicate regularly with Thomas R. Caldwell, as Family Co-Trustee, on all material trust administration decisions, including investment management, distribution processing, tax planning, and any extraordinary matters affecting the Trust or its Beneficiaries. The co-trustees shall establish reasonable procedures for communication and joint decision-making, consistent with the Trust Agreement.

(b) Northgate shall coordinate with the Grantor's counsel, Calderwood & Harkness LLP (Victoria Chambers, Partner), and the Grantor's financial advisor, Havensbrook Wealth Advisors LLC (Diana R. Linden, CFP®, Managing Director, Family Office Services), as necessary and appropriate for the ongoing administration of the Trust, including matters relating to estate and tax planning, investment management, trust modifications, and beneficiary relations.

(c) Northgate acknowledges that its own Delaware counsel, Ridgewell & Thorn LLP, through Margaret A. Colvin, Esq., Partner, Fiduciary Practice, located at 1000 North King Street, Suite 300, Wilmington, Delaware 19801, has reviewed the Trust Agreement in its entirety and has advised Northgate in connection with its acceptance of this fiduciary appointment. Northgate has relied upon such counsel in determining that the terms of the Trust Agreement are consistent with Delaware law and that Northgate's acceptance of the appointment as Institutional Co-Trustee is appropriate and in accordance with Northgate's fiduciary standards and policies.

ARTICLE IV — FEE SCHEDULE

Section 4.01 — Annual Trustee Fees

Northgate shall be compensated for its services as Institutional Co-Trustee in accordance with the following tiered fee schedule, applied to the fair market value of trust assets under Northgate's administration:

It is anticipated that the trust corpus will grow significantly upon the receipt of remainder interests from the three GRATs. Specifically, GRAT A was funded with approximately $60,000,000 in marketable securities, GRAT B was funded with approximately $80,000,000 in membership interests in Stonecrest Realty Holdings LLC, and GRAT C was funded with approximately $38,000,000 in limited partnership interests in Caldwell Ridgeline Capital LP and associated carried interest, for an aggregate pre-discount funded amount of approximately $178,000,000. The fee schedule set forth above shall apply to the aggregate trust assets, including any GRAT remainder interests received, at the applicable tier rates.

Minimum Annual Fee. In no event shall the annual trustee fee be less than Twenty-Five Thousand Dollars ($25,000) (the "Minimum Annual Fee"), regardless of the value of trust assets under administration.

Fee Calculation and Payment. Fees shall be calculated quarterly based on the fair market value of trust assets as determined on the last business day of each calendar quarter and shall be payable in arrears within thirty (30) days following the end of each calendar quarter. For purposes of fee calculation, the fair market value of illiquid or hard-to-value assets (including, without limitation, real estate interests, partnership interests, and carried interest) shall be determined using the most recent available appraisal, valuation, or good-faith estimate, as agreed upon by the co-trustees.

Section 4.02 — Transaction and Special Service Fees

In addition to the annual trustee fees set forth in Section 4.01, Northgate shall be entitled to compensation for the following transaction and special services:

(a) Real Estate Administration Fee. In the event that the Trust receives membership interests in Stonecrest Realty Holdings LLC as the GRAT B remainder, Northgate shall charge an annual real estate administration surcharge of 0.10% per annum (10 basis points) on the fair market value of such real estate interests, plus a per-property administrative fee of $2,500 per property per year for each individual property held, directly or indirectly, through Stonecrest Realty Holdings LLC.

(b) Alternative/Illiquid Asset Administration Fee. In the event that the Trust receives limited partnership interests in Caldwell Ridgeline Capital LP and associated carried interest as the GRAT C remainder, Northgate shall charge an annual alternative and illiquid asset administration surcharge of 0.08% per annum (8 basis points) on the fair market value of such alternative and illiquid interests.

(c) Tax Return Preparation Coordination Fee. Northgate shall charge a flat annual fee of $7,500 for coordinating the preparation and filing of the Trust's federal and state tax returns, exclusive of out-of-pocket costs for external tax preparation services provided by Strathmore Corporation & Greaves LLP or other third-party tax professionals. In years in which GRAT terminations, significant distributions, or other extraordinary tax events occur, an additional coordination fee of $3,500 per event may apply.

(d) Extraordinary Services. Northgate shall be compensated for extraordinary services at Northgate's standard hourly rates for trust officers and administrative personnel, including, without limitation, services rendered in connection with litigation involving the Trust, trust modification or reformation proceedings, decanting, trust protector proceedings, IRS audits or examinations, and other non-routine matters. Northgate's current standard hourly rates for extraordinary services are as follows:

• Senior Vice President, Trust Administration: $475 per hour

• Vice President, Trust Administration: $375 per hour

• Trust Officer: $295 per hour

• Senior Trust Administrator: $225 per hour

• Trust Administrator: $175 per hour

Northgate shall provide advance written notice to the Family Co-Trustee prior to undertaking extraordinary services, except in circumstances where immediate action is required to protect the interests of the Trust or its Beneficiaries.

Section 4.03 — Fee Payment

All fees payable to Northgate hereunder shall be paid from trust assets unless otherwise directed in writing by the Grantor (during his lifetime) or by the co-trustees. Northgate shall provide an itemized invoice to the Family Co-Trustee and to the Grantor (during the Grantor's lifetime) at least thirty (30) days prior to deducting any fees from trust assets. Such invoice shall describe in reasonable detail the services rendered, the basis for the fee calculation, the period covered, and the amount due.

Section 4.04 — Fee Adjustment

Northgate reserves the right to adjust its fee schedule upon ninety (90) days' prior written notice to the Family Co-Trustee, the Grantor (during his lifetime), and the Trust Protector. Any fee adjustment proposed by Northgate shall be subject to review and, if applicable, modification by the Trust Protector under her non-fiduciary authority to modify administrative provisions of the Trust Agreement. In the event the Trust Protector determines that a proposed fee adjustment is unreasonable or not in the best interests of the Trust and its Beneficiaries, the Trust Protector may reject or modify such adjustment, and Northgate shall abide by the Trust Protector's determination. A detailed fee schedule is set forth in Exhibit A attached hereto and incorporated herein by reference.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF NORTHGATE

Northgate hereby makes the following representations and warranties as of the date of this Acceptance:

(a) Organization and Good Standing. Northgate is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Northgate has not been subject to any cease-and-desist order, consent decree, or similar regulatory action that would impair its ability to serve as a fiduciary.

(b) Corporate Authority. Northgate has all necessary corporate power and authority to accept and perform its fiduciary duties and obligations under the Trust Agreement and this Acceptance. The execution and delivery of this Acceptance, and the performance of Northgate's obligations hereunder, have been duly authorized by all necessary corporate action on the part of Northgate.

(c) No Conflicts. Northgate's acceptance of its appointment as Institutional Co-Trustee does not and will not conflict with or result in a breach of any applicable law, statute, regulation, rule, order, judgment, or decree to which Northgate is subject, or any contract, agreement, or other obligation to which Northgate is a party or by which it is bound.

(d) Insurance. Northgate maintains adequate fidelity insurance (including fidelity bonds covering its officers and employees) and professional errors-and-omissions insurance coverage for its fiduciary activities, in amounts and with carriers that are consistent with industry standards for institutional trust companies of comparable size and scope. Northgate shall maintain such coverage throughout its service as Institutional Co-Trustee and shall provide evidence of such coverage to the Family Co-Trustee or the Trust Protector upon reasonable request.

(e) No Conflicts of Interest. As of the date of this Acceptance, Northgate is not aware of any actual or potential conflicts of interest that would impair its ability to serve as Institutional Co-Trustee of the Trust in a fair, impartial, and disinterested manner. If any conflict of interest arises during Northgate's service, Northgate shall promptly disclose such conflict to the Family Co-Trustee and the Trust Protector and shall take appropriate steps to address or mitigate the conflict, as required by Delaware law and the Trust Agreement.

ARTICLE VI — LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 6.01 — Limitation of Liability

Northgate's liability in connection with the administration of the Trust shall be limited as provided in the Trust Agreement, consistent with the laws of the State of Delaware. Without limiting the foregoing:

(a) Northgate shall not be liable for any loss, damage, or diminution in the value of trust assets arising from the acts, omissions, negligence, or willful misconduct of the Family Co-Trustee, the Distribution Committee, or the Trust Protector, except to the extent that Northgate has knowingly participated in, or knowingly concealed, such acts or omissions.

(b) To the extent the Trust Agreement contains directed trust provisions allocating specific investment or distribution responsibilities to the Family Co-Trustee, a financial advisor, or other party, Northgate shall not be liable for losses resulting from its compliance with directions received from such designated party, in accordance with 12 Del. C. § 3313A and the Trust Agreement.

(c) Nothing in this Acceptance shall be construed to exculpate Northgate from liability for its own bad faith, willful misconduct, or gross negligence in the performance of its fiduciary duties.

Section 6.02 — Indemnification

To the extent provided in the Trust Agreement, Northgate shall be entitled to indemnification from the trust assets for all reasonable costs, expenses, and liabilities (including, without limitation, reasonable attorneys' fees and court costs) incurred by Northgate in connection with the good-faith administration of the Trust, provided that such indemnification shall not extend to costs, expenses, or liabilities arising from Northgate's own bad faith, willful misconduct, or gross negligence. The indemnification provisions of the Trust Agreement shall survive Northgate's resignation or removal as Institutional Co-Trustee with respect to acts or omissions occurring during the period of Northgate's service.

ARTICLE VII — RESIGNATION AND REMOVAL

Section 7.01 — Resignation

Northgate may resign as Institutional Co-Trustee of the Trust upon ninety (90) days' prior written notice to the Family Co-Trustee, the Trust Protector, and the qualified beneficiaries of the Trust, as provided in the Trust Agreement. Such resignation shall not become effective until the earlier of (a) the appointment and acceptance of a successor Institutional Co-Trustee, or (b) the expiration of the ninety (90) day notice period, unless the Trust Agreement provides otherwise.

Section 7.02 — Removal

Northgate acknowledges that the Trust Protector, Victoria Chambers, has the power to remove the Institutional Co-Trustee in her non-fiduciary capacity, as provided in the Trust Agreement. Northgate shall cooperate fully with any removal proceeding and shall not unreasonably delay or impede the transition of fiduciary responsibilities to a successor Institutional Co-Trustee.

Section 7.03 — Transition

Upon resignation or removal, Northgate shall cooperate in the orderly transition of all trust assets, records, files, accounts, and other materials to the successor Institutional Co-Trustee. Northgate shall prepare and deliver a final accounting covering the period from the last periodic accounting through the effective date of resignation or removal, and shall transfer custody of all trust assets to the successor trustee within a reasonable time following the effective date of the transition. Northgate shall remain available to respond to reasonable inquiries from the successor trustee regarding matters that arose during Northgate's period of service for a period of twelve (12) months following the effective date of resignation or removal.

ARTICLE VIII — NOTICES

All notices, requests, demands, consents, instructions, and other communications required or permitted under the Trust Agreement or this Acceptance shall be in writing and shall be deemed duly given if delivered personally, sent by certified or registered mail (return receipt requested, postage prepaid), sent by nationally recognized overnight courier service, or transmitted by electronic mail (with confirmation of receipt), to the parties at the following addresses (or at such other address as a party may designate by written notice given in accordance with this Section):

To Northgate (Institutional Co-Trustee):

Northgate Trust Company of Delaware

Attention: Philip A. Rossiter, Senior Vice President, Trust Administration

1201 North Market Street, Suite 1600 Wilmington, Delaware 19801

With a copy to Northgate's counsel:

Ridgewell & Thorn LLP

Attention: Margaret A. Colvin, Esq., Partner, Fiduciary Practice

1000 North King Street, Suite 300 Wilmington, Delaware 19801

To the Grantor:

Jonathan R. Caldwell 418 East 72nd Street, Apartment 14A New York, New York 10021

To the Family Co-Trustee:

Thomas R. Caldwell 55 Perry Street, Unit 3 New York, New York 10014

To the Grantor's counsel / Trust Protector:

Calderwood & Harkness LLP

Attention: Victoria Chambers, Partner

375 Park Avenue, 42nd Floor New York, New York 10152

ARTICLE IX — GOVERNING LAW

This Acceptance shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice-of-law or conflict-of-laws principles that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Acceptance is made in connection with, and is subject to, the Trust Agreement, which is also governed by Delaware law. To the extent of any inconsistency between this Acceptance and the Trust Agreement, the provisions of the Trust Agreement shall control.

ARTICLE X — EXECUTION

IN WITNESS WHEREOF, Northgate Trust Company of Delaware has executed this Acceptance of Appointment as Institutional Co-Trustee as of the date first set forth above.

A. Northgate Trust Company of Delaware

NORTHGATE TRUST COMPANY OF DELAWARE

By: ________

Name: Philip A. Rossiter

Title: Senior Vice President, Trust Administration

Date: April 1, 2023

Address: 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801

B. Acknowledgment / Notary Block

STATE OF DELAWARE COUNTY OF NEW CASTLE

Before me, the undersigned, a Notary Public in and for the State and County aforesaid, on this __ day of April, 2023, personally appeared Philip A. Rossiter, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, who acknowledged to me that he executed the same in his authorized capacity as Senior Vice President, Trust Administration, of Northgate Trust Company of Delaware, and that by his signature on the instrument, the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public, State of Delaware

Printed Name: ________

My Commission Expires: ________

[NOTARIAL SEAL]

C. Receipt Acknowledged by Grantor

The undersigned Grantor hereby acknowledges receipt of the foregoing Acceptance of Appointment as Institutional Co-Trustee executed by Northgate Trust Company of Delaware in connection with the Caldwell Family Dynasty Trust.

________________________________________

Jonathan Robert Caldwell, Grantor

Date: ________

D. Receipt Acknowledged by Family Co-Trustee

The undersigned Family Co-Trustee hereby acknowledges receipt of the foregoing Acceptance of Appointment as Institutional Co-Trustee executed by Northgate Trust Company of Delaware in connection with the Caldwell Family Dynasty Trust.

________________________________________

Thomas R. Caldwell, Family Co-Trustee

Date: ________

EXHIBIT A

Fee Schedule — Northgate Trust Company of Delaware

Caldwell Family Dynasty Trust

Effective Date: April 1, 2023

1. Annual Institutional Co-Trustee Fee

The following tiered fee schedule shall apply to the fair market value of trust assets under Northgate's administration, calculated quarterly based on the fair market value of trust assets on the last business day of each calendar quarter and payable in arrears:

Minimum Annual Fee: $25,000

2. Anticipated Growth of Trust Corpus

The Trust was initially funded with $5,000,000 in cash. It is anticipated that the Trust will receive substantial additional assets upon the termination of the following Grantor Retained Annuity Trusts:

The combined pre-discount funded assets of the three GRATs total approximately $178,000,000. The actual remainder interests received by the Trust upon GRAT termination will depend on the performance of the GRAT assets during the respective annuity terms and the annuity payments made to the Grantor during those terms. Upon receipt of the GRAT remainder interests, the tiered fee schedule set forth above will apply to the aggregate fair market value of all trust assets, including the initially funded cash and all GRAT remainder assets.

3. Special Asset Class Surcharges

In addition to the annual co-trustee fee set forth above, the following surcharges shall apply to specific asset classes held by the Trust:

a. Real Estate Administration Surcharge — Stonecrest Realty Holdings LLC.

This surcharge applies if and when the Trust receives membership interests in Stonecrest Realty Holdings LLC as the remainder of GRAT B. The per-property fee applies to each individual real property held, directly or indirectly, through Stonecrest Realty Holdings LLC. Northgate will provide reasonable documentation of the properties included in the per-property fee calculation.

b. Alternative/Illiquid Asset Administration Surcharge — Caldwell Ridgeline Capital LP.

NORTHGATE TRUST COMPANY OF DELAWARE 1201 North Market Street, Suite 1600 Wilmington, Delaware 19801
ACCEPTANCE OF APPOINTMENT AS INSTITUTIONAL CO-TRUSTEE
Caldwell Family Dynasty Trust
Trust Agreement Dated April 1, 2023
April 1, 2023
This Acceptance of Appointment as Institutional Co-Trustee (this "Acceptance") is executed by Northgate Trust Company of Delaware, a Delaware trust company, with its principal office located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801 ("Northgate"), in connection with the irrevocable trust agreement creating the Caldwell Family Dynasty Trust (the "Trust"), dated as of April 1, 2023 (the "Trust Agreement").
ARTICLE I — RECITALS
WHEREAS, the following facts and circumstances are material to Northgate's acceptance of its fiduciary appointment and are set forth herein for purposes of record:
Section 1.01 — Identification of the Trust
The Caldwell Family Dynasty Trust is an irrevocable trust established pursuant to the Trust Agreement executed on April 1, 2023. The Trust has its situs in the State of Delaware and is governed in all respects by the laws of the State of Delaware, including, without limitation, the Delaware Trust Act, 12 Del. C. §§ 3301–3342, and Delaware's provisions permitting trusts of unlimited duration. Specifically, the Trust is intended to qualify as a perpetual trust under Delaware law, and is not subject to any rule against perpetuities or other limitation on the duration of trusts. The Trust was established for the purpose of providing long-term, multi-generational wealth preservation and transfer for the benefit of the Grantor's descendants and their families, and is intended to be a generation-skipping trust to which the Grantor's generation-skipping transfer ("GST") tax exemption will be allocated.
Section 1.02 — Identification of the Grantor
The Grantor of the Trust is Jonathan Robert Caldwell, an individual residing at 418 East 72nd Street, Apartment 14A, New York, New York 10021 (the "Grantor"). The Grantor's Social Security Number ends in 4781 (XXX-XX-4781). The Grantor executed the Trust Agreement on April 1, 2023, and has contributed the initial trust property described in Section 1.06 below. During the Grantor's lifetime, the Trust is treated as a grantor trust for federal income tax purposes under Sections 671–679 of the Internal Revenue Code of 1986, as amended (the "Code"), with all items of income, deduction, gain, loss, and credit reportable on the Grantor's individual federal income tax return.
Section 1.03 — Identification of the Co-Trustees Under the Trust Agreement
The Trust Agreement provides for the service of two co-trustees, one serving in a family capacity and one serving in an institutional capacity, as follows:
(a) Family Co-Trustee. Thomas R. Caldwell, an individual residing at 55 Perry Street, Unit 3, New York, New York 10014 (the "Family Co-Trustee"). Thomas R. Caldwell is the son of the Grantor and currently serves as Vice President of Acquisitions at Meridian Crest Partners LLC, a New York-based private equity firm. The Family Co-Trustee serves in a fiduciary capacity under the Trust Agreement with the powers, duties, and responsibilities set forth therein.
(b) Institutional Co-Trustee. Northgate Trust Company of Delaware, a Delaware trust company, with its principal office at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801 (the "Institutional Co-Trustee" or "Northgate"). The Institutional Co-Trustee is appointed pursuant to the Trust Agreement to serve alongside the Family Co-Trustee in the administration of the Trust, with the specific powers, duties, and responsibilities allocated to the Institutional Co-Trustee as set forth in the Trust Agreement.
(c) Trust Protector. Victoria Chambers, Esq., a partner at Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152 (the "Trust Protector"). The Trust Protector serves in a non-fiduciary capacity as expressly provided in the Trust Agreement. Pursuant to the Trust Agreement, the Trust Protector holds the following non-fiduciary powers: (i) the power to modify administrative and procedural provisions of the Trust Agreement; (ii) the power to change the situs of the Trust and the governing law applicable thereto; and (iii) the power to remove and appoint trustees, including the Institutional Co-Trustee. The Trust Protector shall not be deemed a fiduciary of the Trust and shall not be subject to fiduciary duties or liabilities in connection with the exercise or non-exercise of her powers.
Section 1.04 — Identification of the Distribution Committee
The Trust Agreement establishes a Distribution Committee (the "Distribution Committee") comprised of the following individuals:
(a) Thomas R. Caldwell;
(b) Katherine C. Hartfield; and
(c) Olivia G. Caldwell.
The Distribution Committee has authority over discretionary distributions from the Trust that exceed One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year. Any such distribution exceeding the foregoing threshold requires the unanimous written approval of all members of the Distribution Committee, as further set forth in the Distribution Committee Operating Procedures adopted in connection with the Trust Agreement. Distributions at or below the $100,000 per beneficiary per year threshold are subject to the co-trustees' authority under the Trust Agreement without the requirement of Distribution Committee approval, subject to the applicable distribution standard.
Section 1.05 — Identification of the Beneficiaries
The beneficiaries of the Trust (the "Beneficiaries") are identified in the Trust Agreement as follows:
(a) Primary Beneficiaries. The Grantor's three children: (i) Thomas R. Caldwell; (ii) Katherine C. Hartfield; and (iii) Olivia G. Caldwell, and their respective issue, per stirpes.
(b) Current Grandchildren Beneficiaries. As of the date of this Acceptance, the Grantor's grandchildren include: (i) James W. Hartfield, age eight (8); (ii) Charlotte M. Hartfield, age five (5); (iii) Lucas T. Caldwell, age three (3); and (iv) Nora E. Caldwell, age one (1). Future-born or after-adopted issue of the Grantor's children shall automatically become beneficiaries of the Trust upon their birth or adoption, in accordance with the Trust Agreement.
(c) Spouses of Beneficiaries. The spouses of the Grantor's children and more remote descendants are eligible for distributions solely under the health, education, maintenance, and support ("HEMS") standard as set forth in the Trust Agreement, and are not primary discretionary beneficiaries of the Trust.
Section 1.06 — Description of Initial Trust Property
The Grantor has contributed the following initial trust property to the Trust on April 1, 2023, as more particularly described in Schedule A to the Trust Agreement:
(a) Cash Contribution. Five Million Dollars ($5,000,000) in cash, transferred by wire to the custody account maintained by Northgate for the benefit of the Trust (the "Initial Trust Property").
In addition to the Initial Trust Property, it is anticipated that the Trust will receive additional property in the form of remainder interests from the following three Grantor Retained Annuity Trusts (collectively, the "GRATs") upon their respective terminations:
(i) The Caldwell 2023 Securities GRAT ("GRAT A"), funded with marketable securities having an initial fair market value of approximately Sixty Million Dollars ($60,000,000);
(ii) The Caldwell 2023 Realty GRAT ("GRAT B"), funded with membership interests in Stonecrest Realty Holdings LLC having an initial fair market value of approximately Eighty Million Dollars ($80,000,000); and
(iii) The Caldwell 2023 Carried Interest GRAT ("GRAT C"), funded with limited partnership interests in Caldwell Ridgeline Capital LP and associated carried interest having an initial fair market value of approximately Thirty-Eight Million Dollars ($38,000,000).
The GRAT remainder interests will pour into the Trust upon the termination of each respective GRAT, subject to the terms of each GRAT instrument. The receipt of such remainder interests will significantly increase the corpus of the Trust and will be administered by the co-trustees in accordance with the Trust Agreement and the Investment Policy Statement described in Section 3.02 below.
Section 1.07 — Appointment Under the Trust Agreement
Article VIII of the Trust Agreement designates Northgate Trust Company of Delaware as the Institutional Co-Trustee of the Trust. The Trust Agreement sets forth the role, duties, powers, and limitations of the Institutional Co-Trustee, including the allocation of responsibilities between the Institutional Co-Trustee and the Family Co-Trustee, the interaction of the co-trustees with the Distribution Committee, and the authority of the Trust Protector with respect to the appointment, removal, and powers of the Institutional Co-Trustee. Northgate has reviewed and is familiar with all such provisions, and this Acceptance is made with reference to and in reliance upon the Trust Agreement in its entirety.
ARTICLE II — ACCEPTANCE OF APPOINTMENT
Section 2.01 — Formal Acceptance
Northgate Trust Company of Delaware hereby formally and irrevocably accepts its appointment as Institutional Co-Trustee of the Caldwell Family Dynasty Trust, effective as of April 1, 2023, the date of execution of the Trust Agreement.
In connection with this Acceptance, Northgate acknowledges and confirms each of the following:
(a) Northgate has received a complete, fully executed copy of the Trust Agreement dated April 1, 2023, including all schedules, exhibits, and attachments thereto, and has carefully reviewed and is familiar with the terms, conditions, and provisions thereof.
(b) Northgate has received Schedule A to the Trust Agreement, which identifies the Initial Trust Property as Five Million Dollars ($5,000,000) in cash contributed by the Grantor on April 1, 2023.
(c) Northgate has received copies of the GRAT instruments for GRAT A, GRAT B, and GRAT C, and understands the anticipated timing and nature of the remainder interests expected to pour into the Trust upon the termination of each GRAT.
(d) Northgate has received a copy of the Distribution Committee Operating Procedures and understands the role and authority of the Distribution Committee in connection with discretionary distributions from the Trust.
(e) Northgate has received a copy of the Investment Policy Statement prepared for the Trust and understands the investment guidelines and objectives set forth therein.
Section 2.02 — Acknowledgment of Fiduciary Capacity
Northgate accepts and acknowledges its fiduciary duties and obligations under the laws of the State of Delaware and the terms of the Trust Agreement. Without limiting the generality of the foregoing, Northgate specifically acknowledges the following fiduciary duties:
(a) Duty of Loyalty. Northgate shall administer the Trust solely in the interest of the Beneficiaries and shall not engage in self-dealing or place its own interests, or the interests of third parties, above the interests of the Beneficiaries in connection with any matter relating to the Trust.
(b) Duty of Care. Northgate shall exercise such care, skill, and caution as a prudent person acting in a like capacity would exercise under the circumstances then prevailing, taking into account the purposes, terms, and distribution provisions of the Trust Agreement and the nature and size of the Trust's assets.
(c) Duty of Impartiality. Northgate shall act impartially among the Beneficiaries, taking into account any differing interests of the current and remainder beneficiaries, unless the Trust Agreement provides otherwise with respect to the allocation of benefits among particular classes of Beneficiaries.
(d) Duty of Prudent Administration. Northgate shall administer the Trust in an efficient and cost-effective manner, shall take reasonable steps to preserve and protect the trust property, and shall act prudently in all matters relating to the Trust's administration, investment, and distribution activities.
Northgate further acknowledges that its powers and duties as Institutional Co-Trustee are exercised jointly alongside the Family Co-Trustee, Thomas R. Caldwell, in accordance with the Trust Agreement, and that certain discretionary distribution authority is subject to the Distribution Committee's unanimous written approval for distributions exceeding One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year, as set forth in Section 1.04 above.
Section 2.03 — Confirmation of Authority and Good Standing
Northgate represents and confirms as follows:
(a) Northgate is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is authorized to exercise fiduciary powers and act in a fiduciary capacity under applicable Delaware law and regulations.
(b) Northgate possesses all necessary corporate power and authority to accept and perform its duties and obligations as Institutional Co-Trustee under the Trust Agreement and this Acceptance.
(c) The acceptance of the appointment as Institutional Co-Trustee of the Trust has been duly authorized by the appropriate officers and, to the extent required by Northgate's internal governance policies, the Board of Directors of Northgate, and all necessary internal approvals have been obtained.
(d) No further consent, approval, authorization, or order of any court, governmental agency, or regulatory body is required for Northgate to execute and deliver this Acceptance and to perform its duties and obligations hereunder and under the Trust Agreement.
ARTICLE III — ADMINISTRATIVE UNDERTAKINGS
Section 3.01 — Custody and Safekeeping of Trust Assets
Northgate shall hold, safeguard, and administer all trust assets in accordance with the Trust Agreement, this Acceptance, and applicable Delaware law. In connection therewith, Northgate undertakes the following:
(a) Northgate shall maintain all trust property in one or more segregated accounts established and maintained in the name of the Trust, separate and apart from Northgate's own assets, the assets of any other trust or fiduciary account administered by Northgate, and the assets of any third party.
(b) Northgate shall take and maintain physical or book-entry custody of all trust assets, including cash, marketable securities, and other financial instruments, through its custodial systems and such sub-custodians as Northgate may engage in its discretion, consistent with industry standards and the Trust Agreement.
(c) As of the date of this Acceptance, Northgate has received and holds in custody the Initial Trust Property consisting of Five Million Dollars ($5,000,000) in cash. Upon the termination of GRAT A, GRAT B, and GRAT C, Northgate shall receive into custody the GRAT remainder assets, which are expected to include marketable securities, membership interests in Stonecrest Realty Holdings LLC, limited partnership interests in Caldwell Ridgeline Capital LP, and associated carried interest. Northgate shall take all reasonable steps to ensure the orderly receipt, transfer, and re-registration of such assets into the Trust's custodial accounts.
(d) Northgate shall maintain appropriate records of all trust assets, including acquisition dates, cost basis, fair market values, and all transactions affecting the trust corpus or income.
Section 3.02 — Investment Responsibilities
Northgate shall invest and reinvest trust assets in accordance with the following:
(a) Investment Policy Statement. Northgate shall adhere to the Investment Policy Statement (the "IPS") adopted for the Trust, which was prepared by Calderwood & Harkness LLP in consultation with Havensbrook Wealth Advisors LLC, under the direction of Diana R. Linden, CFP®, Managing Director, Family Office Services. The IPS establishes the Trust's investment objectives, risk tolerance, asset allocation targets, diversification guidelines, liquidity requirements, and performance benchmarks. The IPS may be amended from time to time by agreement of the co-trustees, subject to the Trust Agreement.
(b) Delaware Prudent Investor Act. Northgate shall invest trust assets in accordance with the Delaware Prudent Investor Act, 12 Del. C. § 3302, which requires that a trustee invest and manage trust assets as a prudent investor would, by considering the purposes, terms, distribution requirements, and other circumstances of the Trust. Northgate shall exercise reasonable care, skill, and caution in making investment decisions and shall diversify trust investments unless it reasonably determines that the purposes of the Trust are better served without diversification.
(c) Coordination with Family Co-Trustee and Financial Advisor. Northgate shall coordinate with Thomas R. Caldwell, as Family Co-Trustee, and with Havensbrook Wealth Advisors LLC (900 Third Avenue, 18th Floor, New York, New York 10022), the Trust's financial advisor, on all material asset allocation decisions, diversification strategies, and investment transactions. Northgate shall participate in periodic investment review meetings with the Family Co-Trustee and the financial advisor, at a frequency to be mutually agreed upon but no less often than quarterly.
(d) Directed Trust Provisions. Northgate acknowledges that the Trust Agreement may contain directed trust provisions that allocate specific investment responsibilities or decision-making authority between the Institutional Co-Trustee and the Family Co-Trustee, or that designate an investment advisor with authority to direct investment decisions. To the extent such directed trust provisions are applicable, Northgate shall follow the direction of the designated party in accordance with the Trust Agreement and Delaware law, including 12 Del. C. § 3313A, and Northgate shall not be liable for any loss resulting from compliance with such directions, except to the extent otherwise provided by law.
Section 3.03 — Accounting and Reporting
Northgate shall discharge the following accounting and reporting obligations:
(a) Books and Records. Northgate shall maintain accurate, complete, and current books and records of all trust transactions, including receipts, disbursements, distributions, investment transactions, gains, losses, income, and expenses. Such books and records shall be maintained in accordance with generally accepted fiduciary accounting principles and shall be available for inspection by the Grantor (during his lifetime), the Family Co-Trustee, the Trust Protector, and the qualified beneficiaries of the Trust, as and to the extent required by the Trust Agreement and Delaware law.
(b) Periodic Accountings. Northgate shall prepare and deliver to the Grantor (during his lifetime), the Family Co-Trustee, and the qualified beneficiaries periodic trust accountings in accordance with the Trust Agreement and applicable Delaware law. At a minimum, Northgate shall prepare and deliver annual statements of trust assets, income, expenses, distributions, and transactions within ninety (90) days following the end of each calendar year. Northgate shall also prepare and deliver interim accountings upon the reasonable request of the Grantor, the Family Co-Trustee, the Trust Protector, or any qualified beneficiary, or as otherwise required by the Trust Agreement.
(c) Tax Return Preparation and Filing. Northgate shall prepare and file, or cause to be prepared and filed, all required federal, state, and local tax returns for the Trust, including, without limitation, IRS Form 1041 (U.S. Income Tax Return for Estates and Trusts) and any applicable state fiduciary income tax returns. During the period in which the Trust is treated as a grantor trust for federal income tax purposes, Northgate shall coordinate tax reporting with the Grantor and the Grantor's tax advisors at Strathmore Corporation & Greaves LLP, under the direction of Martin J. Prescott, CPA, Senior Partner, located at 600 Third Avenue, 28th Floor, New York, New York 10016, to ensure consistent and accurate reporting of all trust income and deductions on the Grantor's individual tax returns.
(d) GST Exemption Allocation and ETIP Coordination. Northgate shall coordinate with Calderwood & Harkness LLP (Matter No. 1034-00004) and Sylvia Hartwell, Specialist Partner (Tax), on all matters relating to the allocation of the Grantor's GST exemption to the Trust, including the application of the estate tax inclusion period ("ETIP") rules under Section 2642(f) of the Code to the GRAT remainder interests expected to be received by the Trust. Northgate acknowledges that timely and accurate GST exemption allocation is critical to the Trust's intended tax treatment as a fully GST-exempt trust, and Northgate shall cooperate fully with the Grantor's tax and estate planning counsel in connection therewith.
Section 3.04 — Distribution Administration
Northgate shall administer distributions from the Trust as follows:
(a) HEMS Standard. Northgate shall process and administer distributions to the Beneficiaries in accordance with the health, education, maintenance, and support ("HEMS") standard set forth in the Trust Agreement. In evaluating distribution requests, Northgate shall consider the applicable HEMS factors, the Beneficiary's other resources and financial circumstances, the needs of other current and remainder beneficiaries, and any guidance provided in the Trust Agreement regarding the Grantor's intent.
(b) Distribution Committee Threshold. For any discretionary distribution to a Beneficiary that exceeds One Hundred Thousand Dollars ($100,000) in a given calendar year, Northgate shall not authorize, process, or make such distribution without first obtaining the unanimous written approval of all members of the Distribution Committee (Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell), as set forth in the Trust Agreement and the Distribution Committee Operating Procedures. Northgate shall submit distribution requests exceeding the threshold to the Distribution Committee in writing and shall maintain records of all committee deliberations and approvals.
(c) Record Keeping. Northgate shall maintain complete records of all distribution requests received, the analysis performed in connection with each request, any communications with the Distribution Committee, all Distribution Committee approvals or denials, and all distributions actually made, including the date, amount, recipient, and purpose of each distribution.
(d) Spouses. Distributions to spouses of Beneficiaries shall be made solely under the HEMS standard, and Northgate shall document the specific health, education, maintenance, or support need justifying any distribution to a spouse.
Section 3.05 — Compliance with Delaware Law
(a) Northgate shall ensure that the administration of the Trust complies with all applicable statutes, regulations, and judicial requirements of the State of Delaware, including, without limitation, the perpetual trust provisions of Delaware law, the Delaware Trust Act (12 Del. C. §§ 3301–3342), the Delaware Prudent Investor Act (12 Del. C. § 3302), and all other applicable provisions of the Delaware Code relating to trusts and fiduciaries.
(b) Northgate shall cooperate with the Trust Protector, Victoria Chambers, in connection with any exercise of her non-fiduciary powers under the Trust Agreement, including, without limitation, the power to modify administrative provisions of the Trust Agreement, the power to change the situs of the Trust and the governing law applicable thereto, and the power to remove and appoint trustees. Northgate shall promptly comply with any directive or instruction issued by the Trust Protector within the scope of her authority under the Trust Agreement.
(c) Northgate acknowledges that the Delaware situs was selected for the Trust, among other reasons, to take advantage of Delaware's favorable trust laws, including the absence of a state income tax on undistributed trust income earned by a Delaware trust for the benefit of out-of-state beneficiaries, the availability of perpetual trust duration, the strong asset protection statutes, and the well-developed body of trust jurisprudence. Northgate shall take reasonable steps to maintain the Delaware situs of the Trust and to avoid actions that could inadvertently subject the Trust to income taxation in other jurisdictions.
Section 3.06 — Coordination with Co-Trustee and Advisors
(a) Northgate shall coordinate and communicate regularly with Thomas R. Caldwell, as Family Co-Trustee, on all material trust administration decisions, including investment management, distribution processing, tax planning, and any extraordinary matters affecting the Trust or its Beneficiaries. The co-trustees shall establish reasonable procedures for communication and joint decision-making, consistent with the Trust Agreement.
(b) Northgate shall coordinate with the Grantor's counsel, Calderwood & Harkness LLP (Victoria Chambers, Partner), and the Grantor's financial advisor, Havensbrook Wealth Advisors LLC (Diana R. Linden, CFP®, Managing Director, Family Office Services), as necessary and appropriate for the ongoing administration of the Trust, including matters relating to estate and tax planning, investment management, trust modifications, and beneficiary relations.
(c) Northgate acknowledges that its own Delaware counsel, Ridgewell & Thorn LLP, through Margaret A. Colvin, Esq., Partner, Fiduciary Practice, located at 1000 North King Street, Suite 300, Wilmington, Delaware 19801, has reviewed the Trust Agreement in its entirety and has advised Northgate in connection with its acceptance of this fiduciary appointment. Northgate has relied upon such counsel in determining that the terms of the Trust Agreement are consistent with Delaware law and that Northgate's acceptance of the appointment as Institutional Co-Trustee is appropriate and in accordance with Northgate's fiduciary standards and policies.
ARTICLE IV — FEE SCHEDULE
Section 4.01 — Annual Trustee Fees
Northgate shall be compensated for its services as Institutional Co-Trustee in accordance with the following tiered fee schedule, applied to the fair market value of trust assets under Northgate's administration:
It is anticipated that the trust corpus will grow significantly upon the receipt of remainder interests from the three GRATs. Specifically, GRAT A was funded with approximately $60,000,000 in marketable securities, GRAT B was funded with approximately $80,000,000 in membership interests in Stonecrest Realty Holdings LLC, and GRAT C was funded with approximately $38,000,000 in limited partnership interests in Caldwell Ridgeline Capital LP and associated carried interest, for an aggregate pre-discount funded amount of approximately $178,000,000. The fee schedule set forth above shall apply to the aggregate trust assets, including any GRAT remainder interests received, at the applicable tier rates.
Minimum Annual Fee. In no event shall the annual trustee fee be less than Twenty-Five Thousand Dollars ($25,000) (the "Minimum Annual Fee"), regardless of the value of trust assets under administration.
Fee Calculation and Payment. Fees shall be calculated quarterly based on the fair market value of trust assets as determined on the last business day of each calendar quarter and shall be payable in arrears within thirty (30) days following the end of each calendar quarter. For purposes of fee calculation, the fair market value of illiquid or hard-to-value assets (including, without limitation, real estate interests, partnership interests, and carried interest) shall be determined using the most recent available appraisal, valuation, or good-faith estimate, as agreed upon by the co-trustees.
Section 4.02 — Transaction and Special Service Fees
In addition to the annual trustee fees set forth in Section 4.01, Northgate shall be entitled to compensation for the following transaction and special services:
(a) Real Estate Administration Fee. In the event that the Trust receives membership interests in Stonecrest Realty Holdings LLC as the GRAT B remainder, Northgate shall charge an annual real estate administration surcharge of 0.10% per annum (10 basis points) on the fair market value of such real estate interests, plus a per-property administrative fee of $2,500 per property per year for each individual property held, directly or indirectly, through Stonecrest Realty Holdings LLC.
(b) Alternative/Illiquid Asset Administration Fee. In the event that the Trust receives limited partnership interests in Caldwell Ridgeline Capital LP and associated carried interest as the GRAT C remainder, Northgate shall charge an annual alternative and illiquid asset administration surcharge of 0.08% per annum (8 basis points) on the fair market value of such alternative and illiquid interests.
(c) Tax Return Preparation Coordination Fee. Northgate shall charge a flat annual fee of $7,500 for coordinating the preparation and filing of the Trust's federal and state tax returns, exclusive of out-of-pocket costs for external tax preparation services provided by Strathmore Corporation & Greaves LLP or other third-party tax professionals. In years in which GRAT terminations, significant distributions, or other extraordinary tax events occur, an additional coordination fee of $3,500 per event may apply.
(d) Extraordinary Services. Northgate shall be compensated for extraordinary services at Northgate's standard hourly rates for trust officers and administrative personnel, including, without limitation, services rendered in connection with litigation involving the Trust, trust modification or reformation proceedings, decanting, trust protector proceedings, IRS audits or examinations, and other non-routine matters. Northgate's current standard hourly rates for extraordinary services are as follows:
•  Senior Vice President, Trust Administration: $475 per hour
•  Vice President, Trust Administration: $375 per hour
•  Trust Officer: $295 per hour
•  Senior Trust Administrator: $225 per hour
•  Trust Administrator: $175 per hour
Northgate shall provide advance written notice to the Family Co-Trustee prior to undertaking extraordinary services, except in circumstances where immediate action is required to protect the interests of the Trust or its Beneficiaries.
Section 4.03 — Fee Payment
All fees payable to Northgate hereunder shall be paid from trust assets unless otherwise directed in writing by the Grantor (during his lifetime) or by the co-trustees. Northgate shall provide an itemized invoice to the Family Co-Trustee and to the Grantor (during the Grantor's lifetime) at least thirty (30) days prior to deducting any fees from trust assets. Such invoice shall describe in reasonable detail the services rendered, the basis for the fee calculation, the period covered, and the amount due.
Section 4.04 — Fee Adjustment
Northgate reserves the right to adjust its fee schedule upon ninety (90) days' prior written notice to the Family Co-Trustee, the Grantor (during his lifetime), and the Trust Protector. Any fee adjustment proposed by Northgate shall be subject to review and, if applicable, modification by the Trust Protector under her non-fiduciary authority to modify administrative provisions of the Trust Agreement. In the event the Trust Protector determines that a proposed fee adjustment is unreasonable or not in the best interests of the Trust and its Beneficiaries, the Trust Protector may reject or modify such adjustment, and Northgate shall abide by the Trust Protector's determination. A detailed fee schedule is set forth in Exhibit A attached hereto and incorporated herein by reference.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF NORTHGATE
Northgate hereby makes the following representations and warranties as of the date of this Acceptance:
(a) Organization and Good Standing. Northgate is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Northgate has not been subject to any cease-and-desist order, consent decree, or similar regulatory action that would impair its ability to serve as a fiduciary.
(b) Corporate Authority. Northgate has all necessary corporate power and authority to accept and perform its fiduciary duties and obligations under the Trust Agreement and this Acceptance. The execution and delivery of this Acceptance, and the performance of Northgate's obligations hereunder, have been duly authorized by all necessary corporate action on the part of Northgate.
(c) No Conflicts. Northgate's acceptance of its appointment as Institutional Co-Trustee does not and will not conflict with or result in a breach of any applicable law, statute, regulation, rule, order, judgment, or decree to which Northgate is subject, or any contract, agreement, or other obligation to which Northgate is a party or by which it is bound.
(d) Insurance. Northgate maintains adequate fidelity insurance (including fidelity bonds covering its officers and employees) and professional errors-and-omissions insurance coverage for its fiduciary activities, in amounts and with carriers that are consistent with industry standards for institutional trust companies of comparable size and scope. Northgate shall maintain such coverage throughout its service as Institutional Co-Trustee and shall provide evidence of such coverage to the Family Co-Trustee or the Trust Protector upon reasonable request.
(e) No Conflicts of Interest. As of the date of this Acceptance, Northgate is not aware of any actual or potential conflicts of interest that would impair its ability to serve as Institutional Co-Trustee of the Trust in a fair, impartial, and disinterested manner. If any conflict of interest arises during Northgate's service, Northgate shall promptly disclose such conflict to the Family Co-Trustee and the Trust Protector and shall take appropriate steps to address or mitigate the conflict, as required by Delaware law and the Trust Agreement.
ARTICLE VI — LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 6.01 — Limitation of Liability
Northgate's liability in connection with the administration of the Trust shall be limited as provided in the Trust Agreement, consistent with the laws of the State of Delaware. Without limiting the foregoing:
(a) Northgate shall not be liable for any loss, damage, or diminution in the value of trust assets arising from the acts, omissions, negligence, or willful misconduct of the Family Co-Trustee, the Distribution Committee, or the Trust Protector, except to the extent that Northgate has knowingly participated in, or knowingly concealed, such acts or omissions.
(b) To the extent the Trust Agreement contains directed trust provisions allocating specific investment or distribution responsibilities to the Family Co-Trustee, a financial advisor, or other party, Northgate shall not be liable for losses resulting from its compliance with directions received from such designated party, in accordance with 12 Del. C. § 3313A and the Trust Agreement.
(c) Nothing in this Acceptance shall be construed to exculpate Northgate from liability for its own bad faith, willful misconduct, or gross negligence in the performance of its fiduciary duties.
Section 6.02 — Indemnification
To the extent provided in the Trust Agreement, Northgate shall be entitled to indemnification from the trust assets for all reasonable costs, expenses, and liabilities (including, without limitation, reasonable attorneys' fees and court costs) incurred by Northgate in connection with the good-faith administration of the Trust, provided that such indemnification shall not extend to costs, expenses, or liabilities arising from Northgate's own bad faith, willful misconduct, or gross negligence. The indemnification provisions of the Trust Agreement shall survive Northgate's resignation or removal as Institutional Co-Trustee with respect to acts or omissions occurring during the period of Northgate's service.
ARTICLE VII — RESIGNATION AND REMOVAL
Section 7.01 — Resignation
Northgate may resign as Institutional Co-Trustee of the Trust upon ninety (90) days' prior written notice to the Family Co-Trustee, the Trust Protector, and the qualified beneficiaries of the Trust, as provided in the Trust Agreement. Such resignation shall not become effective until the earlier of (a) the appointment and acceptance of a successor Institutional Co-Trustee, or (b) the expiration of the ninety (90) day notice period, unless the Trust Agreement provides otherwise.
Section 7.02 — Removal
Northgate acknowledges that the Trust Protector, Victoria Chambers, has the power to remove the Institutional Co-Trustee in her non-fiduciary capacity, as provided in the Trust Agreement. Northgate shall cooperate fully with any removal proceeding and shall not unreasonably delay or impede the transition of fiduciary responsibilities to a successor Institutional Co-Trustee.
Section 7.03 — Transition
Upon resignation or removal, Northgate shall cooperate in the orderly transition of all trust assets, records, files, accounts, and other materials to the successor Institutional Co-Trustee. Northgate shall prepare and deliver a final accounting covering the period from the last periodic accounting through the effective date of resignation or removal, and shall transfer custody of all trust assets to the successor trustee within a reasonable time following the effective date of the transition. Northgate shall remain available to respond to reasonable inquiries from the successor trustee regarding matters that arose during Northgate's period of service for a period of twelve (12) months following the effective date of resignation or removal.
ARTICLE VIII — NOTICES
All notices, requests, demands, consents, instructions, and other communications required or permitted under the Trust Agreement or this Acceptance shall be in writing and shall be deemed duly given if delivered personally, sent by certified or registered mail (return receipt requested, postage prepaid), sent by nationally recognized overnight courier service, or transmitted by electronic mail (with confirmation of receipt), to the parties at the following addresses (or at such other address as a party may designate by written notice given in accordance with this Section):
To Northgate (Institutional Co-Trustee):
Northgate Trust Company of Delaware
Attention: Philip A. Rossiter, Senior Vice President, Trust Administration
1201 North Market Street, Suite 1600 Wilmington, Delaware 19801
With a copy to Northgate's counsel:
Ridgewell & Thorn LLP
Attention: Margaret A. Colvin, Esq., Partner, Fiduciary Practice
1000 North King Street, Suite 300 Wilmington, Delaware 19801
To the Grantor:
Jonathan R. Caldwell 418 East 72nd Street, Apartment 14A New York, New York 10021
To the Family Co-Trustee:
Thomas R. Caldwell 55 Perry Street, Unit 3 New York, New York 10014
To the Grantor's counsel / Trust Protector:
Calderwood & Harkness LLP
Attention: Victoria Chambers, Partner
375 Park Avenue, 42nd Floor New York, New York 10152
ARTICLE IX — GOVERNING LAW
This Acceptance shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice-of-law or conflict-of-laws principles that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Acceptance is made in connection with, and is subject to, the Trust Agreement, which is also governed by Delaware law. To the extent of any inconsistency between this Acceptance and the Trust Agreement, the provisions of the Trust Agreement shall control.
ARTICLE X — EXECUTION
IN WITNESS WHEREOF, Northgate Trust Company of Delaware has executed this Acceptance of Appointment as Institutional Co-Trustee as of the date first set forth above.
A. Northgate Trust Company of Delaware
NORTHGATE TRUST COMPANY OF DELAWARE
By: ________
Name: Philip A. Rossiter
Title: Senior Vice President, Trust Administration
Date: April 1, 2023
Address: 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801
B. Acknowledgment / Notary Block
STATE OF DELAWARE COUNTY OF NEW CASTLE
Before me, the undersigned, a Notary Public in and for the State and County aforesaid, on this __ day of April, 2023, personally appeared Philip A. Rossiter, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, who acknowledged to me that he executed the same in his authorized capacity as Senior Vice President, Trust Administration, of Northgate Trust Company of Delaware, and that by his signature on the instrument, the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public, State of Delaware
Printed Name: ________
My Commission Expires: ________
[NOTARIAL SEAL]
C. Receipt Acknowledged by Grantor
The undersigned Grantor hereby acknowledges receipt of the foregoing Acceptance of Appointment as Institutional Co-Trustee executed by Northgate Trust Company of Delaware in connection with the Caldwell Family Dynasty Trust.
________________________________________
Jonathan Robert Caldwell, Grantor
Date: ________
D. Receipt Acknowledged by Family Co-Trustee
The undersigned Family Co-Trustee hereby acknowledges receipt of the foregoing Acceptance of Appointment as Institutional Co-Trustee executed by Northgate Trust Company of Delaware in connection with the Caldwell Family Dynasty Trust.
________________________________________
Thomas R. Caldwell, Family Co-Trustee
Date: ________
EXHIBIT A
Fee Schedule — Northgate Trust Company of Delaware
Caldwell Family Dynasty Trust
Effective Date: April 1, 2023
1. Annual Institutional Co-Trustee Fee
The following tiered fee schedule shall apply to the fair market value of trust assets under Northgate's administration, calculated quarterly based on the fair market value of trust assets on the last business day of each calendar quarter and payable in arrears:
Minimum Annual Fee: $25,000
2. Anticipated Growth of Trust Corpus
The Trust was initially funded with $5,000,000 in cash. It is anticipated that the Trust will receive substantial additional assets upon the termination of the following Grantor Retained Annuity Trusts:
The combined pre-discount funded assets of the three GRATs total approximately $178,000,000. The actual remainder interests received by the Trust upon GRAT termination will depend on the performance of the GRAT assets during the respective annuity terms and the annuity payments made to the Grantor during those terms. Upon receipt of the GRAT remainder interests, the tiered fee schedule set forth above will apply to the aggregate fair market value of all trust assets, including the initially funded cash and all GRAT remainder assets.
3. Special Asset Class Surcharges
In addition to the annual co-trustee fee set forth above, the following surcharges shall apply to specific asset classes held by the Trust:
a. Real Estate Administration Surcharge — Stonecrest Realty Holdings LLC.  
This surcharge applies if and when the Trust receives membership interests in Stonecrest Realty Holdings LLC as the remainder of GRAT B. The per-property fee applies to each individual real property held, directly or indirectly, through Stonecrest Realty Holdings LLC. Northgate will provide reasonable documentation of the properties included in the per-property fee calculation.
b. Alternative/Illiquid Asset Administration Surcharge — Caldwell Ridgeline Capital LP.  
This surcharge applies if and when the Trust receives limited partnership interests in Caldwell Ridgeline Capital LP and associated carried interest as the remainder of GRAT C. The surcharge compensates Northgate for the additional administrative burden of maintaining custody of, accounting for, and reporting on illiquid and hard-to-value assets, including coordination with the general partner for capital calls, distributions, and K-1 reporting.
4. Tax Return Preparation Coordination Fee
Extraordinary tax events include, without limitation, GRAT terminations, significant asset receipts or dispositions, trust modifications or decanting, and IRS audits or examinations. Out-of-pocket costs for external tax preparation services provided by Strathmore Corporation & Greaves LLP or other third-party professionals are not included in this fee and are payable as a separate trust expense.
5. Extraordinary Services Hourly Rates
6. General Notes
(a) All fees and surcharges are subject to adjustment upon ninety (90) days' prior written notice, as set forth in Section 4.04 of this Acceptance, and subject to the Trust Protector's review authority.
(b) Fees are payable from trust assets unless otherwise directed by the Grantor or the co-trustees.
(c) Northgate shall provide itemized invoices to the Family Co-Trustee and the Grantor (during lifetime) at least thirty (30) days prior to deducting any fees from trust assets.
(d) This fee schedule is effective as of April 1, 2023, and shall remain in effect unless modified in accordance with the provisions of this Acceptance and the Trust Agreement.
CONFIDENTIAL — This Exhibit A is attached to and forms part of the Acceptance of Appointment as Institutional Co-Trustee executed by Northgate Trust Company of Delaware in connection with the Caldwell Family Dynasty Trust dated April 1, 2023.
Trust Asset Value Tier | Annual Fee Rate
First $10,000,000 | 0.50% per annum (50 basis points)
$10,000,001 to $50,000,000 | 0.35% per annum (35 basis points)
$50,000,001 to $100,000,000 | 0.25% per annum (25 basis points)
In excess of $100,000,000 | 0.15% per annum (15 basis points)
Tier | Trust Asset Value Range | Annual Fee Rate | Basis Points
I | $0 — $10,000,000 | 0.50% per annum | 50 bps
II | $10,000,001 — $50,000,000 | 0.35% per annum | 35 bps
III | $50,000,001 — $100,000,000 | 0.25% per annum | 25 bps
IV | Over $100,000,000 | 0.15% per annum | 15 bps
GRAT | Description | Initial Funded Value (Approx.) | Assets
GRAT A | Caldwell 2023 Securities GRAT | $60,000,000 | Marketable securities
GRAT B | Caldwell 2023 Realty GRAT | $80,000,000 | Stonecrest Realty Holdings LLC membership interests
GRAT C | Caldwell 2023 Carried Interest GRAT | $38,000,000 | Caldwell Ridgeline Capital LP interests and carried interest
Total | $178,000,000
Fee Component | Amount
Annual surcharge on fair market value of real estate interests | 0.10% per annum (10 bps)
Per-property administrative fee | $2,500 per property per year
Fee Component | Amount
Annual surcharge on fair market value of alternative/illiquid interests | 0.08% per annum (8 bps)
Service | Fee
Annual coordination fee (standard year) | $7,500 flat fee
Extraordinary tax event coordination (per event) | $3,500 per event
Personnel Level | Hourly Rate
Senior Vice President, Trust Administration | $475
Vice President, Trust Administration | $375
Trust Officer | $295
Senior Trust Administrator | $225
Trust Administrator | $175

NORTHGATE TRUST COMPANY OF DELAWARE 1201 North Market Street, Suite 1600 Wilmington, Delaware 19801

ACCEPTANCE OF APPOINTMENT AS INSTITUTIONAL CO-TRUSTEE

NORTHGATE TRUST COMPANY OF DELAWARE

STATE OF DELAWARE COUNTY OF NEW CASTLE

EXHIBIT A

Record

Parties

Dates

Amounts