1034-00004 · Group Strathmore Corp · Engagement & Administrative

data-request-letter-counterparty.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP 375 Park Avenue, 42nd Floor New York, NY 10152

February 20, 2023

Martin J. Prescott, CPA Senior Partner, Private Client Group Strathmore Corporation & Greaves LLP 600 Third Avenue, 28th Floor New York, NY 10016

Re: Jonathan R. Caldwell — Generational Estate Plan C&H Matter No. 1034-00004 C&H Billing Code: 78412-JRC

Dear Mr. Prescott:

1. Introduction and Purpose

Calderwood & Harkness LLP has been engaged by Jonathan R. Caldwell to design and implement a comprehensive generational estate plan. The engagement was opened on February 6, 2023, and the formal engagement letter was executed by Mr. Caldwell on February 15, 2023. The Calderwood & Harkness team assigned to this matter consists of the following professionals: Victoria Chambers (Responsible Partner), Howard Quinn (Billing Partner), Monica Reyes (Lead Associate), Elliot Nguyen (Working Associate), and Sylvia Hartwell (Specialist Partner, Tax). I, Monica Reyes, serve as the day-to-day contact for this matter, and all questions, correspondence, and deliverables should be directed to me in the first instance, unless otherwise indicated below.

The estate plan contemplated by Mr. Caldwell is both broad in scope and time-sensitive in execution. As currently designed, the plan will encompass the following principal structures and instruments:

(a) a series of Grantor Retained Annuity Trusts ("GRATs"), including a GRAT funded with publicly traded securities and a GRAT funded with interests in Stonecrest Realty Holdings LLC;

(b) a dynasty trust for the benefit of Mr. Caldwell's descendants, to be domiciled in Delaware and administered by an institutional trustee;

(d) an irrevocable life insurance trust ("ILIT") to hold a new second-to-die universal life policy;

(e) an amended and restated revocable trust and a new pour-over will to replace the existing dispositive instruments; and

(f) ancillary documents, including updated powers of attorney, health care proxies, and beneficiary designation forms.

To complete the asset inventory, preliminary tax analysis, and initial design of these structures, Calderwood & Harkness requires the financial records, tax returns, and supporting documents described in detail in Section 3 of this letter from Strathmore Corporation & Greaves LLP in its capacity as Mr. Caldwell's accountants and tax advisors. Our preliminary asset inventory and tax analysis are targeted for completion by March 1, 2023, and accordingly we respectfully request that the materials described herein be delivered to our office on or before that date.

Mr. Caldwell has authorized this request and has directed Strathmore Corporation & Greaves to provide Calderwood & Harkness with full access to the documents and records identified in this letter. A signed client authorization and consent form is enclosed herewith for your records. Should you require any additional documentation or a separate authorization in a form customarily used by your firm, please do not hesitate to contact me, and we will arrange for its prompt execution.

2. Client Background and Context

For your reference and to facilitate the identification of the responsive records, we set forth below a summary of the pertinent background information regarding Mr. Caldwell and his immediate family:

Client: Jonathan Robert Caldwell Date of Birth: March 14, 1956 (age 67) Residence: 418 East 72nd Street, Apt. 14A, New York, NY 10021 Social Security Number (last four digits): XXX-XX-4781

Spouse: Eleanor Victoria Caldwell (née Whitmore) Date of Birth: September 22, 1958 Social Security Number (last four digits): XXX-XX-6203

Mr. and Mrs. Caldwell have been married since 1985. It is our understanding, consistent with the information provided by the client and confirmed by prior counsel, that all property held by each spouse constitutes separate property under New York law. There is no community property implicated, and no prenuptial or postnuptial agreement is known to us at this time.

Mr. and Mrs. Caldwell have three adult children and four grandchildren:

• Thomas R. Caldwell, age 38

• Katherine C. Hartfield (née Caldwell), age 35

• Olivia G. Caldwell, age 30

• James W. Hartfield (son of Katherine), age 8

• Charlotte M. Hartfield (daughter of Katherine), age 5

• Lucas T. Caldwell (son of Thomas), age 3

• Nora E. Caldwell (daughter of Thomas), age 1

Mr. Caldwell is the founder and former Managing Partner of Caldwell Ridgeline Capital LLC, a private equity firm. He retired from active management of the firm in 2019 but retains a carried-interest position and limited partner stakes in several funds managed by the firm. In addition, Mr. Caldwell owns a substantial real estate portfolio held through Stonecrest Realty Holdings LLC, a New York limited liability company, as well as a liquid securities portfolio, art and collectibles, and other personal assets. The estimated gross estate of Mr. Caldwell is approximately $300,000,000.

3. Data and Document Requests

We set forth below, organized by category, the specific documents and data we require from your firm. Where we have indicated estimated fair market values, those figures are based on preliminary information provided by Mr. Caldwell and are subject to verification through the materials requested and the independent appraisals to be performed by Ashford Valuation Group LLC.

3.1 Federal and State Income Tax Returns

We request that you provide copies of the following income tax returns, together with all schedules, attachments, and supporting workpapers:

(a) Mr. Caldwell's Federal Income Tax Returns. Copies of Mr. Caldwell's federal income tax returns (Form 1040) for the tax years 2020, 2021, and 2022, including all schedules (Schedules A, B, C, D, E, and any others filed), all Form K-1s received from partnerships, S corporations, and trusts, and any other attachments or statements filed with the returns.

(b) 2022 Tax Year. The 2022 return is of particular importance to our analysis. If the 2022 return has not yet been filed, we request that you provide a draft or preliminary return, together with your firm's estimate of adjusted gross income for tax year 2022. Based on information provided by Mr. Caldwell, we understand that your firm's records reflect an estimated adjusted gross income for 2022 of approximately $22,500,000. Please confirm or correct this figure.

(c) Mrs. Caldwell's Federal Income Tax Returns. Copies of Eleanor V. Caldwell's federal income tax returns for the tax years 2020, 2021, and 2022, to the extent that returns were filed jointly with Mr. Caldwell or separately. If the Caldwells filed jointly, a single set of joint returns will suffice.

(d) New York State Income Tax Returns. Corresponding New York State income tax returns (Form IT-201 or Form IT-203, as applicable) for tax years 2020, 2021, and 2022.

(e) Other State Income Tax Returns. Any state income tax returns filed by Mr. Caldwell or Mrs. Caldwell in jurisdictions other than New York, including but not limited to Connecticut and New Jersey, to the extent that such returns were required in connection with income generated by Stonecrest Realty Holdings LLC properties, Caldwell Ridgeline Capital fund activities, or any other income source.

3.2 Federal Gift Tax Returns (Form 709)

Our design of the GRAT structures and dynasty trust gift requires a thorough understanding of Mr. Caldwell's prior use of his lifetime gift tax exemption and his generation-skipping transfer ("GST") tax exemption. Accordingly, we request the following:

(a) Copies of all federal gift tax returns (Form 709) filed by Jonathan R. Caldwell for all years in which gifts were reported, from the earliest filing through the most recent.

(b) Based on information provided by Mr. Caldwell, we understand that his cumulative prior taxable gifts total $6,750,000. We request your confirmation of this figure and supporting detail, including a schedule of each gift reported, the year of the gift, the donee, the nature of the transferred property, the reported fair market value, and any applicable valuation discounts claimed.

(c) As you know, the 2023 basic exclusion amount for federal gift and estate tax purposes is $12,920,000 per individual. If Mr. Caldwell's prior taxable gifts total $6,750,000, his remaining available lifetime exemption before the current plan is $6,170,000. This figure is central to our planning, and we need to verify it with precision.

(d) A summary or schedule of any GST exemption allocations made on prior Form 709 filings, including whether any allocations were automatic or affirmative, whether any opt-out elections were made under Section 2632(b)(3) or (c)(5) of the Internal Revenue Code, and the amount of GST exemption remaining as of the most recent filing.

(e) Copies of any federal gift tax returns (Form 709) filed by Eleanor V. Caldwell, including any returns reflecting split gifts under Section 2513 of the Internal Revenue Code.

3.3 Existing Trust Documents and Estate Planning Documents

We understand that Mr. Caldwell's current estate plan was established in 2010. The revocable trust and will are to be amended and restated and revoked and replaced, respectively, as part of the current engagement. To ensure continuity and to identify any provisions that require special attention in the new documents, we request the following:

(a) A copy of the existing Caldwell Revocable Trust agreement, originally dated October 3, 2010. This trust is to be amended and restated; the restatement was opened as of February 6, 2023, and is intended to become effective on April 1, 2023.

(b) A copy of the existing Last Will and Testament of Jonathan R. Caldwell, dated October 3, 2010. This will is to be revoked and replaced by a new pour-over will.

(c) Any amendments, restatements, or modifications to the Caldwell Revocable Trust, and any codicils to the Last Will and Testament, executed at any time since October 3, 2010.

(d) Copies of any existing durable powers of attorney, health care proxies, living wills, or advance directives executed by Mr. Caldwell.

(e) Copies of any other trust instruments, estate planning documents, or fiduciary arrangements to which Mr. Caldwell is a party in any capacity — whether as grantor, beneficiary, trustee, co-trustee, trust protector, or otherwise. This includes any trusts established by family members of which Mr. Caldwell is a beneficiary.

3.4 Caldwell Ridgeline Capital LLC — Fund Statements and Partnership Documents

Mr. Caldwell's retained interests in the Caldwell Ridgeline Capital fund complex represent a significant component of his estate and are among the assets under consideration for transfer to one or more of the planned trust structures. We require the following materials:

(a) Capital Account Statements. Current and historical capital account statements for Mr. Caldwell's limited partner interests in the following funds:

(i) Caldwell Ridgeline Fund IV LP — a Delaware limited partnership, vintage year 2015, with a current estimated fair market value of Mr. Caldwell's LP interest of approximately $12,000,000.

(ii) Caldwell Ridgeline Fund V LP — a Delaware limited partnership, vintage year 2018, with a current estimated fair market value of Mr. Caldwell's LP interest of approximately $14,000,000.

(b) Carried Interest. Documentation of Mr. Caldwell's carried-interest position in Caldwell Ridgeline Fund VI LP — a Delaware limited partnership, vintage year 2021, with a current estimated fair market value of the carried-interest position of approximately $12,000,000. We require the incentive allocation provisions, vesting schedules, clawback provisions, and any other terms governing the carried interest.

(c) Partnership Agreements. Copies of the limited partnership agreements (or, at minimum, the relevant excerpts) for Funds IV, V, and VI, with particular attention to any transfer restriction provisions, consent requirements, rights of first refusal, tag-along or drag-along rights, and any provisions governing the assignment of a limited partner's interest to a trust, family entity, or charitable organization.

(d) Schedule K-1s. Copies of the Schedule K-1 (Form 1065) issued to Mr. Caldwell by each of Funds IV, V, and VI for the tax years 2020, 2021, and 2022.

(e) Fund Financial Statements. The most recent quarterly or annual fund financial statements and net asset value ("NAV") reports for Funds IV, V, and VI, including any audited financial statements prepared by the fund's independent auditors.

(f) Coordination with Fund CFO. To the extent that any of the foregoing materials are maintained by Caldwell Ridgeline Capital LLC rather than by your firm, the appropriate contact for fund-level data is Gregory S. Fenton, Chief Financial Officer, Caldwell Ridgeline Capital LLC, 280 Park Avenue, 35th Floor, New York, NY 10017. Please let us know if coordination with Mr. Fenton is necessary, and we will facilitate introductions or arrange for a joint request.

These materials are needed for valuation purposes in connection with GRAT funding and the independent appraisal work to be performed by Ashford Valuation Group LLC, under the direction of Dr. Leonard K. Whitfield, Managing Partner. The valuation of the LP interests and carried interest will require a thorough understanding of the underlying fund economics, distribution waterfalls, and any transfer restrictions that would support applicable valuation discounts.

3.5 Stonecrest Realty Holdings LLC — Operating Agreements and Financial Data

Mr. Caldwell's real estate holdings, held through Stonecrest Realty Holdings LLC, constitute the single largest asset class in his estate. A portion of his membership interest in Stonecrest is expected to be contributed to one of the planned GRATs. We require the following:

(a) Operating Agreement. A copy of the operating agreement for Stonecrest Realty Holdings LLC, a New York limited liability company with its principal office at 330 Madison Avenue, Suite 2401, New York, NY 10017, together with any amendments thereto.

(b) Ownership. We understand that Mr. Caldwell holds a 100% membership interest in Stonecrest Realty Holdings LLC, and that the entity holds eleven commercial and residential properties located across New York, New Jersey, and Connecticut, with a total estimated fair market value of approximately $134,000,000. Please confirm.

(c) Entity-Level Financial Statements. The most recent financial statements for Stonecrest Realty Holdings LLC, including the balance sheet, income statement, and statement of cash flows.

(d) Property-Level Data. Property-level rent rolls, operating statements, and the most recent property tax assessments for each of the eleven properties held by Stonecrest. Based on our preliminary information, the properties and their estimated fair market values are as follows:

(e) Mortgage and Debt Information. Confirmation that all mortgages and indebtedness secured by Stonecrest properties are held at the entity level and are non-recourse — that is, that Mr. Caldwell has not personally guaranteed any such obligations. If any personal guarantees exist, please provide copies of the relevant guarantee instruments.

(f) Depreciation and Basis. Depreciation schedules and cost basis information for each of the eleven properties, including the date of acquisition, original purchase price, capital improvements, accumulated depreciation, and adjusted tax basis as of the most recent available date.

(g) Coordination with Stonecrest COO. To the extent that any of the foregoing materials are maintained by Stonecrest Realty Holdings LLC rather than by your firm, the appropriate contact is Robert M. Sinclair, Chief Operating Officer, Stonecrest Realty Holdings LLC. Please advise if coordination with Mr. Sinclair is required, and we will facilitate.

These materials are also needed for the independent appraisal to be performed by Ashford Valuation Group LLC of the Stonecrest membership interests to be contributed to a GRAT. The current plan contemplates the contribution of an approximately 59.7% interest in Stonecrest Realty Holdings LLC to the GRAT, with a pre-discount fair market value of approximately $80,000,000. We anticipate that Ashford Valuation Group will apply a combined lack-of-marketability and lack-of-control discount of approximately 25%, yielding a post-discount value for the contributed interest of approximately $60,000,000. The precise discount will depend upon the appraisal, and the property-level data, operating agreement terms, and financial statements are critical inputs to that analysis.

3.6 Liquid Securities Portfolio

(a) The most recent portfolio statements for all publicly traded equity, fixed income, and cash accounts held by or for the benefit of Mr. Caldwell and managed by Havensbrook Wealth Advisors LLC, under the direction of Diana R. Linden, Managing Director, Family Office Services, 900 Third Avenue, 18th Floor, New York, NY 10022. The total liquid securities portfolio is estimated at approximately $112,000,000.

(b) Cost basis records and holding period information for individual positions within the portfolio, including the acquisition date, original cost basis, adjusted cost basis, and unrealized gain or loss for each position. This information is particularly relevant for GRAT A, which is expected to be funded with approximately $60,000,000 in publicly traded securities. The selection of specific positions for GRAT funding will depend in part on the tax characteristics of the individual holdings.

(c) Statements for any brokerage accounts, money market accounts, or other investment accounts held by Mr. Caldwell that are not managed by Havensbrook Wealth Advisors LLC.

3.7 Art and Collectibles

(a) Any existing inventories, insurance schedules, or prior appraisals (whether for insurance purposes, estate planning purposes, or otherwise) of art and collectibles owned by Mr. Caldwell.

(b) The aggregate estimated fair market value of Mr. Caldwell's art and collectibles collection is approximately $9,000,000. We require a detailed listing of individual works or items to the extent available.

(c) Purchase records, bills of sale, auction records, and provenance documentation for each item, to the extent available in your files or accessible through Mr. Caldwell's records.

(d) These materials will be provided to Ashford Valuation Group LLC for the preparation of qualified appraisals in accordance with Treasury Regulation § 1.170A-13(c) and Section 7517 of the Internal Revenue Code, to the extent that any art or collectibles are to be transferred to charitable or trust structures.

3.8 Other Assets

(a) Personal Property. A schedule of all other personal assets owned by Mr. Caldwell, including automobiles, watercraft, jewelry, furniture, and miscellaneous tangible personal property, with estimated fair market values. The aggregate estimated fair market value of these assets is approximately $7,000,000.

(b) Life Insurance. Copies of all life insurance policies currently in force on the life of Mr. Caldwell, including the policy number, issuing carrier, face amount, cash surrender value, policy type, owner, and designated beneficiaries. Please note that, as part of the current engagement, a new $15,000,000 second-to-die universal life policy on the joint lives of Mr. and Mrs. Caldwell is being procured through Glenmore Insurance Brokerage LLC (Nathan C. Freed, Managing Director) from Beacon Life Assurance Company. This new policy is separate from any existing coverage, and the information requested here relates solely to pre-existing policies.

(c) Retirement Accounts. Copies of the most recent statements for any retirement accounts held by Mr. Caldwell, including individual retirement accounts (traditional or Roth IRA), 401(k) plans, profit-sharing plans, or any other qualified or non-qualified deferred compensation arrangements, together with the current beneficiary designation forms on file for each such account.

(d) Liabilities. A schedule of any outstanding liabilities, loans, lines of credit, or personal guarantees in Mr. Caldwell's individual name, including the creditor, original principal amount, current outstanding balance, interest rate, maturity date, and a description of any collateral pledged.

3.9 Eleanor V. Caldwell — Separate Assets

(a) A summary of Eleanor V. Caldwell's separate assets, with estimated fair market values. We understand that Mrs. Caldwell's separate assets total approximately $18,000,000. Although Mrs. Caldwell's separate estate is not the subject of this engagement, information regarding her assets is relevant for marital planning context, for the analysis of the spousal gift-splitting election under Section 2513, and for purposes of obtaining any spousal consents that may be required in connection with the planned transactions.

(b) Please note that Mrs. Caldwell is independently represented by Pemberton, Locke & Strauss LLP, under the direction of Rachel F. Dunlap, Esq., Partner, 405 Lexington Avenue, 26th Floor, New York, NY 10174. Any communications regarding Mrs. Caldwell's separate legal interests should be directed to Ms. Dunlap.

3.10 Prior Gift and Estate Tax Planning History

Finally, to ensure a complete understanding of Mr. Caldwell's prior use of transfer tax exemptions and to identify any planning history that may affect the current engagement, we request the following:

(a) A summary of any prior gift tax planning transactions undertaken by or on behalf of Mr. Caldwell, including but not limited to split gifts, Crummey gifts, direct gifts to family members, gifts in trust, and the use of annual exclusions under Section 2503(b) of the Internal Revenue Code.

(b) Confirmation of the $6,750,000 in cumulative prior taxable gifts and a description of the nature, recipient, and year of each such gift.

(c) A schedule of any prior GST exemption allocations, including whether each allocation was automatic under Section 2632(b) or affirmative, and the remaining GST exemption as of the most recent Form 709 filing.

(d) Details of any prior charitable contributions claimed as income tax deductions for which carryforwards may remain available under Section 170(d) of the Internal Revenue Code, including the year of the contribution, the amount, the type of property contributed, the donee organization, and the remaining carryforward balance.

4. Coordination with Other Advisors

As you would expect with an engagement of this scope and complexity, Calderwood & Harkness is coordinating with a number of Mr. Caldwell's other professional advisors. In addition to Strathmore Corporation & Greaves, we will be working with and, in certain cases, directing information requests to the following:

• Havensbrook Wealth Advisors LLC (Diana R. Linden, Managing Director, Family Office Services) — investment portfolio data, performance reporting, and cost basis information.

• Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, Managing Partner) — independent appraisals of Mr. Caldwell's interests in Stonecrest Realty Holdings LLC, Caldwell Ridgeline Capital LP and carried interests in Fund VI, and art and collectibles.

• Glenmore Insurance Brokerage LLC (Nathan C. Freed, Managing Director) — procurement of the new $15,000,000 second-to-die universal life policy and coordination with the ILIT structure.

• Northgate Trust Company of Delaware (Philip A. Rossiter, Senior Vice President) — institutional trustee services for the dynasty trust and ILIT, including trust administration, investment management, and fiduciary compliance.

• Ridgewell & Thorn LLP (Margaret A. Colvin, Partner) — Delaware counsel to Northgate Trust Company of Delaware, advising on Delaware trust law, directed trust provisions, and trust situs matters.

• Pemberton, Locke & Strauss LLP (Rachel F. Dunlap, Esq., Partner) — independent counsel to Eleanor V. Caldwell with respect to spousal consents, the joint charitable gift to the private foundation, and any other matters affecting Mrs. Caldwell's separate legal interests.

We request that Strathmore Corporation & Greaves coordinate directly with our Sylvia Hartwell, Specialist Partner, Tax, on all tax-related matters arising in connection with this engagement. Ms. Hartwell can be reached at (212) 555-4120 or shartwell@calderwoodharkness.com. Of particular importance, we expect that Strathmore Corporation & Greaves will collaborate with Ms. Hartwell on the preparation of Mr. Caldwell's 2023 federal gift tax return (Form 709), which will report the following transfers:

(a) the funding of the GRATs (which, if properly structured as zeroed-out GRATs, should result in minimal or no taxable gift);

(b) the gift to the dynasty trust in the amount of $5,000,000;

(c) the joint charitable contribution to the private foundation in the total amount of $10,000,000, with $5,000,000 attributable to each spouse under a gift-splitting election; and

(d) premium gifts to the ILIT, to the extent not sheltered by annual exclusions.

Drafting of the 2023 gift tax return is expected to commence on or about August 1, 2023, and we anticipate that coordination between our respective firms will be ongoing throughout the engagement.

5. Confidentiality and Privilege

All materials provided by Strathmore Corporation & Greaves in response to this request will be treated as confidential by Calderwood & Harkness and will be maintained in accordance with our firm's document retention and information security policies. To the extent applicable, the materials provided and the communications between our firms in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine.

We respectfully request that Strathmore Corporation & Greaves mark all documents transmitted to Calderwood & Harkness in response to this request as "Privileged and Confidential — Attorney-Client Communication" where appropriate, consistent with the nature of the underlying document and the context in which it was prepared or maintained.

Materials should be transmitted securely. Calderwood & Harkness can provide your firm with access to our secure document exchange platform, which employs end-to-end encryption and multi-factor authentication. Please contact Monica Reyes or Elliot Nguyen to arrange access credentials, or advise if your firm prefers an alternative secure transmission method.

6. Delivery Instructions

All documents and data responsive to this request should be transmitted to:

Monica Reyes, Lead Associate Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, NY 10152 Telephone: (212) 555-4088

Email: mreyes@calderwoodharkness.com

with copies to:

Sylvia Hartwell, Specialist Partner, Tax Calderwood & Harkness LLP Telephone: (212) 555-4120

Email: shartwell@calderwoodharkness.com

Elliot Nguyen, Working Associate Calderwood & Harkness LLP Telephone: (212) 555-4095

Email: enguyen@calderwoodharkness.com

Requested Delivery Deadline: March 1, 2023. As noted above, this deadline is driven by our project timeline: we have targeted March 1, 2023, for completion of the comprehensive asset inventory and preliminary tax analysis that will serve as the foundation for the design and implementation of the estate plan structures. Timely receipt of the requested materials is essential to meeting this milestone and to maintaining the overall engagement schedule.

Electronic delivery is preferred, and we encourage the use of our secure document exchange platform for all digital transmissions. In addition, we would appreciate receiving hard copies of executed original documents — including original trust agreements, wills, powers of attorney, and partnership agreements — where such originals are available in your firm's files. Hard copies may be delivered or mailed to the address set forth above.

7. Closing

We greatly appreciate Strathmore Corporation & Greaves's assistance in assembling these materials and recognize the significant volume of the request. We are also grateful for your firm's longstanding service to Mr. Caldwell and his family, and we look forward to collaborating with you and your colleagues throughout this engagement. We expect the current engagement to run through approximately September 2023, and we anticipate that there will be numerous occasions for communication and coordination between our firms during that period.

Please do not hesitate to contact me or Sylvia Hartwell at any time with questions regarding the scope of this request, the format in which materials should be provided, or any other aspect of the engagement. If any of the requested materials are unavailable, require additional time to assemble, or are maintained by a third party from whom your firm would need to obtain them, we ask that you contact us promptly so that we can adjust our timeline accordingly or arrange for alternative means of obtaining the necessary information.

We thank you in advance for your prompt attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Monica Reyes Lead Associate 375 Park Avenue, 42nd Floor New York, NY 10152 Telephone: (212) 555-4088

Email: mreyes@calderwoodharkness.com

cc:

Jonathan R. Caldwell (client) Victoria Chambers, Esq. (Responsible Partner, Calderwood & Harkness LLP) Sylvia Hartwell, Esq. (Specialist Partner, Tax, Calderwood & Harkness LLP) Elliot Nguyen (Working Associate, Calderwood & Harkness LLP) Howard Quinn (Billing Partner, Calderwood & Harkness LLP)

Encl.: Client authorization and consent form, executed by Jonathan R. Caldwell

No.	Property Address	Type	Estimated FMV
1	440 West Broadway, New York, NY 10012	Mixed-use retail/residential	$28,000,000
2	15–21 Harrison Street, New York, NY 10013	Luxury residential condo (6 units)	$19,500,000
3	Stonecrest Office Park I, Paramus, NJ 07652	Class A office	$22,000,000
4	Stonecrest Office Park II, Paramus, NJ 07652	Class A office	$18,500,000
5	The Ridgeline at Stamford, Stamford, CT 06901	Multi-family (120 units)	$16,000,000
6	88 Mercer Street, New York, NY 10012	Retail	$11,500,000
7	200 West 14th Street, New York, NY 10011	Office/loft conversion	$8,500,000
8	765 Morris Avenue, Elizabeth, NJ 07208	Industrial warehouse	$4,200,000
9	12 Elm Court, Rye, NY 10580	Single-family investment	$2,800,000
10	44 Prospect Lane, Westport, CT 06880	Single-family investment	$1,800,000
11	9 Birch Hill Road, Bedford, NY 10506	Vacant land (3.2 acres)	$1,200,000

CALDERWOOD & HARKNESS LLP 375 Park Avenue, 42nd Floor New York, NY 10152
February 20, 2023
Martin J. Prescott, CPA Senior Partner, Private Client Group Strathmore Corporation & Greaves LLP 600 Third Avenue, 28th Floor New York, NY 10016
Re: Jonathan R. Caldwell — Generational Estate Plan C&H Matter No. 1034-00004 C&H Billing Code: 78412-JRC
Dear Mr. Prescott:
1. Introduction and Purpose
Calderwood & Harkness LLP has been engaged by Jonathan R. Caldwell to design and implement a comprehensive generational estate plan. The engagement was opened on February 6, 2023, and the formal engagement letter was executed by Mr. Caldwell on February 15, 2023. The Calderwood & Harkness team assigned to this matter consists of the following professionals: Victoria Chambers (Responsible Partner), Howard Quinn (Billing Partner), Monica Reyes (Lead Associate), Elliot Nguyen (Working Associate), and Sylvia Hartwell (Specialist Partner, Tax). I, Monica Reyes, serve as the day-to-day contact for this matter, and all questions, correspondence, and deliverables should be directed to me in the first instance, unless otherwise indicated below.
The estate plan contemplated by Mr. Caldwell is both broad in scope and time-sensitive in execution. As currently designed, the plan will encompass the following principal structures and instruments:
(a) a series of Grantor Retained Annuity Trusts ("GRATs"), including a GRAT funded with publicly traded securities and a GRAT funded with interests in Stonecrest Realty Holdings LLC;
(b) a dynasty trust for the benefit of Mr. Caldwell's descendants, to be domiciled in Delaware and administered by an institutional trustee;
(c) a private foundation to be funded with a joint charitable gift by Mr. and Mrs. Caldwell;
(d) an irrevocable life insurance trust ("ILIT") to hold a new second-to-die universal life policy;
(e) an amended and restated revocable trust and a new pour-over will to replace the existing dispositive instruments; and
(f) ancillary documents, including updated powers of attorney, health care proxies, and beneficiary designation forms.
To complete the asset inventory, preliminary tax analysis, and initial design of these structures, Calderwood & Harkness requires the financial records, tax returns, and supporting documents described in detail in Section 3 of this letter from Strathmore Corporation & Greaves LLP in its capacity as Mr. Caldwell's accountants and tax advisors. Our preliminary asset inventory and tax analysis are targeted for completion by March 1, 2023, and accordingly we respectfully request that the materials described herein be delivered to our office on or before that date.
Mr. Caldwell has authorized this request and has directed Strathmore Corporation & Greaves to provide Calderwood & Harkness with full access to the documents and records identified in this letter. A signed client authorization and consent form is enclosed herewith for your records. Should you require any additional documentation or a separate authorization in a form customarily used by your firm, please do not hesitate to contact me, and we will arrange for its prompt execution.
2. Client Background and Context
For your reference and to facilitate the identification of the responsive records, we set forth below a summary of the pertinent background information regarding Mr. Caldwell and his immediate family:
Client: Jonathan Robert Caldwell Date of Birth: March 14, 1956 (age 67) Residence: 418 East 72nd Street, Apt. 14A, New York, NY 10021 Social Security Number (last four digits): XXX-XX-4781
Spouse: Eleanor Victoria Caldwell (née Whitmore) Date of Birth: September 22, 1958 Social Security Number (last four digits): XXX-XX-6203
Mr. and Mrs. Caldwell have been married since 1985. It is our understanding, consistent with the information provided by the client and confirmed by prior counsel, that all property held by each spouse constitutes separate property under New York law. There is no community property implicated, and no prenuptial or postnuptial agreement is known to us at this time.
Mr. and Mrs. Caldwell have three adult children and four grandchildren:
• Thomas R. Caldwell, age 38
• Katherine C. Hartfield (née Caldwell), age 35
• Olivia G. Caldwell, age 30
• James W. Hartfield (son of Katherine), age 8
• Charlotte M. Hartfield (daughter of Katherine), age 5
• Lucas T. Caldwell (son of Thomas), age 3
• Nora E. Caldwell (daughter of Thomas), age 1
Mr. Caldwell is the founder and former Managing Partner of Caldwell Ridgeline Capital LLC, a private equity firm. He retired from active management of the firm in 2019 but retains a carried-interest position and limited partner stakes in several funds managed by the firm. In addition, Mr. Caldwell owns a substantial real estate portfolio held through Stonecrest Realty Holdings LLC, a New York limited liability company, as well as a liquid securities portfolio, art and collectibles, and other personal assets. The estimated gross estate of Mr. Caldwell is approximately $300,000,000.
3. Data and Document Requests
We set forth below, organized by category, the specific documents and data we require from your firm. Where we have indicated estimated fair market values, those figures are based on preliminary information provided by Mr. Caldwell and are subject to verification through the materials requested and the independent appraisals to be performed by Ashford Valuation Group LLC.
3.1 Federal and State Income Tax Returns
We request that you provide copies of the following income tax returns, together with all schedules, attachments, and supporting workpapers:
(a) Mr. Caldwell's Federal Income Tax Returns. Copies of Mr. Caldwell's federal income tax returns (Form 1040) for the tax years 2020, 2021, and 2022, including all schedules (Schedules A, B, C, D, E, and any others filed), all Form K-1s received from partnerships, S corporations, and trusts, and any other attachments or statements filed with the returns.
(b) 2022 Tax Year. The 2022 return is of particular importance to our analysis. If the 2022 return has not yet been filed, we request that you provide a draft or preliminary return, together with your firm's estimate of adjusted gross income for tax year 2022. Based on information provided by Mr. Caldwell, we understand that your firm's records reflect an estimated adjusted gross income for 2022 of approximately $22,500,000. Please confirm or correct this figure.
(c) Mrs. Caldwell's Federal Income Tax Returns. Copies of Eleanor V. Caldwell's federal income tax returns for the tax years 2020, 2021, and 2022, to the extent that returns were filed jointly with Mr. Caldwell or separately. If the Caldwells filed jointly, a single set of joint returns will suffice.
(d) New York State Income Tax Returns. Corresponding New York State income tax returns (Form IT-201 or Form IT-203, as applicable) for tax years 2020, 2021, and 2022.
(e) Other State Income Tax Returns. Any state income tax returns filed by Mr. Caldwell or Mrs. Caldwell in jurisdictions other than New York, including but not limited to Connecticut and New Jersey, to the extent that such returns were required in connection with income generated by Stonecrest Realty Holdings LLC properties, Caldwell Ridgeline Capital fund activities, or any other income source.
3.2 Federal Gift Tax Returns (Form 709)
Our design of the GRAT structures and dynasty trust gift requires a thorough understanding of Mr. Caldwell's prior use of his lifetime gift tax exemption and his generation-skipping transfer ("GST") tax exemption. Accordingly, we request the following:
(a) Copies of all federal gift tax returns (Form 709) filed by Jonathan R. Caldwell for all years in which gifts were reported, from the earliest filing through the most recent.
(b) Based on information provided by Mr. Caldwell, we understand that his cumulative prior taxable gifts total $6,750,000. We request your confirmation of this figure and supporting detail, including a schedule of each gift reported, the year of the gift, the donee, the nature of the transferred property, the reported fair market value, and any applicable valuation discounts claimed.
(c) As you know, the 2023 basic exclusion amount for federal gift and estate tax purposes is $12,920,000 per individual. If Mr. Caldwell's prior taxable gifts total $6,750,000, his remaining available lifetime exemption before the current plan is $6,170,000. This figure is central to our planning, and we need to verify it with precision.
(d) A summary or schedule of any GST exemption allocations made on prior Form 709 filings, including whether any allocations were automatic or affirmative, whether any opt-out elections were made under Section 2632(b)(3) or (c)(5) of the Internal Revenue Code, and the amount of GST exemption remaining as of the most recent filing.
(e) Copies of any federal gift tax returns (Form 709) filed by Eleanor V. Caldwell, including any returns reflecting split gifts under Section 2513 of the Internal Revenue Code.
3.3 Existing Trust Documents and Estate Planning Documents
We understand that Mr. Caldwell's current estate plan was established in 2010. The revocable trust and will are to be amended and restated and revoked and replaced, respectively, as part of the current engagement. To ensure continuity and to identify any provisions that require special attention in the new documents, we request the following:
(a) A copy of the existing Caldwell Revocable Trust agreement, originally dated October 3, 2010. This trust is to be amended and restated; the restatement was opened as of February 6, 2023, and is intended to become effective on April 1, 2023.
(b) A copy of the existing Last Will and Testament of Jonathan R. Caldwell, dated October 3, 2010. This will is to be revoked and replaced by a new pour-over will.
(c) Any amendments, restatements, or modifications to the Caldwell Revocable Trust, and any codicils to the Last Will and Testament, executed at any time since October 3, 2010.
(d) Copies of any existing durable powers of attorney, health care proxies, living wills, or advance directives executed by Mr. Caldwell.
(e) Copies of any other trust instruments, estate planning documents, or fiduciary arrangements to which Mr. Caldwell is a party in any capacity — whether as grantor, beneficiary, trustee, co-trustee, trust protector, or otherwise. This includes any trusts established by family members of which Mr. Caldwell is a beneficiary.
3.4 Caldwell Ridgeline Capital LLC — Fund Statements and Partnership Documents
Mr. Caldwell's retained interests in the Caldwell Ridgeline Capital fund complex represent a significant component of his estate and are among the assets under consideration for transfer to one or more of the planned trust structures. We require the following materials:
(a) Capital Account Statements. Current and historical capital account statements for Mr. Caldwell's limited partner interests in the following funds:
(i) Caldwell Ridgeline Fund IV LP — a Delaware limited partnership, vintage year 2015, with a current estimated fair market value of Mr. Caldwell's LP interest of approximately $12,000,000.
(ii) Caldwell Ridgeline Fund V LP — a Delaware limited partnership, vintage year 2018, with a current estimated fair market value of Mr. Caldwell's LP interest of approximately $14,000,000.
(b) Carried Interest. Documentation of Mr. Caldwell's carried-interest position in Caldwell Ridgeline Fund VI LP — a Delaware limited partnership, vintage year 2021, with a current estimated fair market value of the carried-interest position of approximately $12,000,000. We require the incentive allocation provisions, vesting schedules, clawback provisions, and any other terms governing the carried interest.
(c) Partnership Agreements. Copies of the limited partnership agreements (or, at minimum, the relevant excerpts) for Funds IV, V, and VI, with particular attention to any transfer restriction provisions, consent requirements, rights of first refusal, tag-along or drag-along rights, and any provisions governing the assignment of a limited partner's interest to a trust, family entity, or charitable organization.
(d) Schedule K-1s. Copies of the Schedule K-1 (Form 1065) issued to Mr. Caldwell by each of Funds IV, V, and VI for the tax years 2020, 2021, and 2022.
(e) Fund Financial Statements. The most recent quarterly or annual fund financial statements and net asset value ("NAV") reports for Funds IV, V, and VI, including any audited financial statements prepared by the fund's independent auditors.
(f) Coordination with Fund CFO. To the extent that any of the foregoing materials are maintained by Caldwell Ridgeline Capital LLC rather than by your firm, the appropriate contact for fund-level data is Gregory S. Fenton, Chief Financial Officer, Caldwell Ridgeline Capital LLC, 280 Park Avenue, 35th Floor, New York, NY 10017. Please let us know if coordination with Mr. Fenton is necessary, and we will facilitate introductions or arrange for a joint request.
These materials are needed for valuation purposes in connection with GRAT funding and the independent appraisal work to be performed by Ashford Valuation Group LLC, under the direction of Dr. Leonard K. Whitfield, Managing Partner. The valuation of the LP interests and carried interest will require a thorough understanding of the underlying fund economics, distribution waterfalls, and any transfer restrictions that would support applicable valuation discounts.
3.5 Stonecrest Realty Holdings LLC — Operating Agreements and Financial Data
Mr. Caldwell's real estate holdings, held through Stonecrest Realty Holdings LLC, constitute the single largest asset class in his estate. A portion of his membership interest in Stonecrest is expected to be contributed to one of the planned GRATs. We require the following:
(a) Operating Agreement. A copy of the operating agreement for Stonecrest Realty Holdings LLC, a New York limited liability company with its principal office at 330 Madison Avenue, Suite 2401, New York, NY 10017, together with any amendments thereto.
(b) Ownership. We understand that Mr. Caldwell holds a 100% membership interest in Stonecrest Realty Holdings LLC, and that the entity holds eleven commercial and residential properties located across New York, New Jersey, and Connecticut, with a total estimated fair market value of approximately $134,000,000. Please confirm.
(c) Entity-Level Financial Statements. The most recent financial statements for Stonecrest Realty Holdings LLC, including the balance sheet, income statement, and statement of cash flows.
(d) Property-Level Data. Property-level rent rolls, operating statements, and the most recent property tax assessments for each of the eleven properties held by Stonecrest. Based on our preliminary information, the properties and their estimated fair market values are as follows:
(e) Mortgage and Debt Information. Confirmation that all mortgages and indebtedness secured by Stonecrest properties are held at the entity level and are non-recourse — that is, that Mr. Caldwell has not personally guaranteed any such obligations. If any personal guarantees exist, please provide copies of the relevant guarantee instruments.
(f) Depreciation and Basis. Depreciation schedules and cost basis information for each of the eleven properties, including the date of acquisition, original purchase price, capital improvements, accumulated depreciation, and adjusted tax basis as of the most recent available date.
(g) Coordination with Stonecrest COO. To the extent that any of the foregoing materials are maintained by Stonecrest Realty Holdings LLC rather than by your firm, the appropriate contact is Robert M. Sinclair, Chief Operating Officer, Stonecrest Realty Holdings LLC. Please advise if coordination with Mr. Sinclair is required, and we will facilitate.
These materials are also needed for the independent appraisal to be performed by Ashford Valuation Group LLC of the Stonecrest membership interests to be contributed to a GRAT. The current plan contemplates the contribution of an approximately 59.7% interest in Stonecrest Realty Holdings LLC to the GRAT, with a pre-discount fair market value of approximately $80,000,000. We anticipate that Ashford Valuation Group will apply a combined lack-of-marketability and lack-of-control discount of approximately 25%, yielding a post-discount value for the contributed interest of approximately $60,000,000. The precise discount will depend upon the appraisal, and the property-level data, operating agreement terms, and financial statements are critical inputs to that analysis.
3.6 Liquid Securities Portfolio
(a) The most recent portfolio statements for all publicly traded equity, fixed income, and cash accounts held by or for the benefit of Mr. Caldwell and managed by Havensbrook Wealth Advisors LLC, under the direction of Diana R. Linden, Managing Director, Family Office Services, 900 Third Avenue, 18th Floor, New York, NY 10022. The total liquid securities portfolio is estimated at approximately $112,000,000.
(b) Cost basis records and holding period information for individual positions within the portfolio, including the acquisition date, original cost basis, adjusted cost basis, and unrealized gain or loss for each position. This information is particularly relevant for GRAT A, which is expected to be funded with approximately $60,000,000 in publicly traded securities. The selection of specific positions for GRAT funding will depend in part on the tax characteristics of the individual holdings.
(c) Statements for any brokerage accounts, money market accounts, or other investment accounts held by Mr. Caldwell that are not managed by Havensbrook Wealth Advisors LLC.
3.7 Art and Collectibles
(a) Any existing inventories, insurance schedules, or prior appraisals (whether for insurance purposes, estate planning purposes, or otherwise) of art and collectibles owned by Mr. Caldwell.
(b) The aggregate estimated fair market value of Mr. Caldwell's art and collectibles collection is approximately $9,000,000. We require a detailed listing of individual works or items to the extent available.
(c) Purchase records, bills of sale, auction records, and provenance documentation for each item, to the extent available in your files or accessible through Mr. Caldwell's records.
(d) These materials will be provided to Ashford Valuation Group LLC for the preparation of qualified appraisals in accordance with Treasury Regulation § 1.170A-13(c) and Section 7517 of the Internal Revenue Code, to the extent that any art or collectibles are to be transferred to charitable or trust structures.
3.8 Other Assets
(a) Personal Property. A schedule of all other personal assets owned by Mr. Caldwell, including automobiles, watercraft, jewelry, furniture, and miscellaneous tangible personal property, with estimated fair market values. The aggregate estimated fair market value of these assets is approximately $7,000,000.
(b) Life Insurance. Copies of all life insurance policies currently in force on the life of Mr. Caldwell, including the policy number, issuing carrier, face amount, cash surrender value, policy type, owner, and designated beneficiaries. Please note that, as part of the current engagement, a new $15,000,000 second-to-die universal life policy on the joint lives of Mr. and Mrs. Caldwell is being procured through Glenmore Insurance Brokerage LLC (Nathan C. Freed, Managing Director) from Beacon Life Assurance Company. This new policy is separate from any existing coverage, and the information requested here relates solely to pre-existing policies.
(c) Retirement Accounts. Copies of the most recent statements for any retirement accounts held by Mr. Caldwell, including individual retirement accounts (traditional or Roth IRA), 401(k) plans, profit-sharing plans, or any other qualified or non-qualified deferred compensation arrangements, together with the current beneficiary designation forms on file for each such account.
(d) Liabilities. A schedule of any outstanding liabilities, loans, lines of credit, or personal guarantees in Mr. Caldwell's individual name, including the creditor, original principal amount, current outstanding balance, interest rate, maturity date, and a description of any collateral pledged.
3.9 Eleanor V. Caldwell — Separate Assets
(a) A summary of Eleanor V. Caldwell's separate assets, with estimated fair market values. We understand that Mrs. Caldwell's separate assets total approximately $18,000,000. Although Mrs. Caldwell's separate estate is not the subject of this engagement, information regarding her assets is relevant for marital planning context, for the analysis of the spousal gift-splitting election under Section 2513, and for purposes of obtaining any spousal consents that may be required in connection with the planned transactions.
(b) Please note that Mrs. Caldwell is independently represented by Pemberton, Locke & Strauss LLP, under the direction of Rachel F. Dunlap, Esq., Partner, 405 Lexington Avenue, 26th Floor, New York, NY 10174. Any communications regarding Mrs. Caldwell's separate legal interests should be directed to Ms. Dunlap.
3.10 Prior Gift and Estate Tax Planning History
Finally, to ensure a complete understanding of Mr. Caldwell's prior use of transfer tax exemptions and to identify any planning history that may affect the current engagement, we request the following:
(a) A summary of any prior gift tax planning transactions undertaken by or on behalf of Mr. Caldwell, including but not limited to split gifts, Crummey gifts, direct gifts to family members, gifts in trust, and the use of annual exclusions under Section 2503(b) of the Internal Revenue Code.
(b) Confirmation of the $6,750,000 in cumulative prior taxable gifts and a description of the nature, recipient, and year of each such gift.
(c) A schedule of any prior GST exemption allocations, including whether each allocation was automatic under Section 2632(b) or affirmative, and the remaining GST exemption as of the most recent Form 709 filing.
(d) Details of any prior charitable contributions claimed as income tax deductions for which carryforwards may remain available under Section 170(d) of the Internal Revenue Code, including the year of the contribution, the amount, the type of property contributed, the donee organization, and the remaining carryforward balance.
4. Coordination with Other Advisors
As you would expect with an engagement of this scope and complexity, Calderwood & Harkness is coordinating with a number of Mr. Caldwell's other professional advisors. In addition to Strathmore Corporation & Greaves, we will be working with and, in certain cases, directing information requests to the following:
• Havensbrook Wealth Advisors LLC (Diana R. Linden, Managing Director, Family Office Services) — investment portfolio data, performance reporting, and cost basis information.
• Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, Managing Partner) — independent appraisals of Mr. Caldwell's interests in Stonecrest Realty Holdings LLC, Caldwell Ridgeline Capital LP and carried interests in Fund VI, and art and collectibles.
• Glenmore Insurance Brokerage LLC (Nathan C. Freed, Managing Director) — procurement of the new $15,000,000 second-to-die universal life policy and coordination with the ILIT structure.
• Northgate Trust Company of Delaware (Philip A. Rossiter, Senior Vice President) — institutional trustee services for the dynasty trust and ILIT, including trust administration, investment management, and fiduciary compliance.
• Ridgewell & Thorn LLP (Margaret A. Colvin, Partner) — Delaware counsel to Northgate Trust Company of Delaware, advising on Delaware trust law, directed trust provisions, and trust situs matters.
• Pemberton, Locke & Strauss LLP (Rachel F. Dunlap, Esq., Partner) — independent counsel to Eleanor V. Caldwell with respect to spousal consents, the joint charitable gift to the private foundation, and any other matters affecting Mrs. Caldwell's separate legal interests.
We request that Strathmore Corporation & Greaves coordinate directly with our Sylvia Hartwell, Specialist Partner, Tax, on all tax-related matters arising in connection with this engagement. Ms. Hartwell can be reached at (212) 555-4120 or shartwell@calderwoodharkness.com. Of particular importance, we expect that Strathmore Corporation & Greaves will collaborate with Ms. Hartwell on the preparation of Mr. Caldwell's 2023 federal gift tax return (Form 709), which will report the following transfers:
(a) the funding of the GRATs (which, if properly structured as zeroed-out GRATs, should result in minimal or no taxable gift);
(b) the gift to the dynasty trust in the amount of $5,000,000;
(c) the joint charitable contribution to the private foundation in the total amount of $10,000,000, with $5,000,000 attributable to each spouse under a gift-splitting election; and
(d) premium gifts to the ILIT, to the extent not sheltered by annual exclusions.
Drafting of the 2023 gift tax return is expected to commence on or about August 1, 2023, and we anticipate that coordination between our respective firms will be ongoing throughout the engagement.
5. Confidentiality and Privilege
All materials provided by Strathmore Corporation & Greaves in response to this request will be treated as confidential by Calderwood & Harkness and will be maintained in accordance with our firm's document retention and information security policies. To the extent applicable, the materials provided and the communications between our firms in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine.
We respectfully request that Strathmore Corporation & Greaves mark all documents transmitted to Calderwood & Harkness in response to this request as "Privileged and Confidential — Attorney-Client Communication" where appropriate, consistent with the nature of the underlying document and the context in which it was prepared or maintained.
Materials should be transmitted securely. Calderwood & Harkness can provide your firm with access to our secure document exchange platform, which employs end-to-end encryption and multi-factor authentication. Please contact Monica Reyes or Elliot Nguyen to arrange access credentials, or advise if your firm prefers an alternative secure transmission method.
6. Delivery Instructions
All documents and data responsive to this request should be transmitted to:
Monica Reyes, Lead Associate Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, NY 10152 Telephone: (212) 555-4088
Email: mreyes@calderwoodharkness.com
with copies to:
Sylvia Hartwell, Specialist Partner, Tax Calderwood & Harkness LLP Telephone: (212) 555-4120
Email: shartwell@calderwoodharkness.com
Elliot Nguyen, Working Associate Calderwood & Harkness LLP Telephone: (212) 555-4095
Email: enguyen@calderwoodharkness.com
Requested Delivery Deadline: March 1, 2023. As noted above, this deadline is driven by our project timeline: we have targeted March 1, 2023, for completion of the comprehensive asset inventory and preliminary tax analysis that will serve as the foundation for the design and implementation of the estate plan structures. Timely receipt of the requested materials is essential to meeting this milestone and to maintaining the overall engagement schedule.
Electronic delivery is preferred, and we encourage the use of our secure document exchange platform for all digital transmissions. In addition, we would appreciate receiving hard copies of executed original documents — including original trust agreements, wills, powers of attorney, and partnership agreements — where such originals are available in your firm's files. Hard copies may be delivered or mailed to the address set forth above.
7. Closing
We greatly appreciate Strathmore Corporation & Greaves's assistance in assembling these materials and recognize the significant volume of the request. We are also grateful for your firm's longstanding service to Mr. Caldwell and his family, and we look forward to collaborating with you and your colleagues throughout this engagement. We expect the current engagement to run through approximately September 2023, and we anticipate that there will be numerous occasions for communication and coordination between our firms during that period.
Please do not hesitate to contact me or Sylvia Hartwell at any time with questions regarding the scope of this request, the format in which materials should be provided, or any other aspect of the engagement. If any of the requested materials are unavailable, require additional time to assemble, or are maintained by a third party from whom your firm would need to obtain them, we ask that you contact us promptly so that we can adjust our timeline accordingly or arrange for alternative means of obtaining the necessary information.
We thank you in advance for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Monica Reyes Lead Associate 375 Park Avenue, 42nd Floor New York, NY 10152 Telephone: (212) 555-4088
Email: mreyes@calderwoodharkness.com
cc:
Jonathan R. Caldwell (client) Victoria Chambers, Esq. (Responsible Partner, Calderwood & Harkness LLP) Sylvia Hartwell, Esq. (Specialist Partner, Tax, Calderwood & Harkness LLP) Elliot Nguyen (Working Associate, Calderwood & Harkness LLP) Howard Quinn (Billing Partner, Calderwood & Harkness LLP)
Encl.: Client authorization and consent form, executed by Jonathan R. Caldwell
No. | Property Address | Type | Estimated FMV
1 | 440 West Broadway, New York, NY 10012 | Mixed-use retail/residential | $28,000,000
2 | 15–21 Harrison Street, New York, NY 10013 | Luxury residential condo (6 units) | $19,500,000
3 | Stonecrest Office Park I, Paramus, NJ 07652 | Class A office | $22,000,000
4 | Stonecrest Office Park II, Paramus, NJ 07652 | Class A office | $18,500,000
5 | The Ridgeline at Stamford, Stamford, CT 06901 | Multi-family (120 units) | $16,000,000
6 | 88 Mercer Street, New York, NY 10012 | Retail | $11,500,000
7 | 200 West 14th Street, New York, NY 10011 | Office/loft conversion | $8,500,000
8 | 765 Morris Avenue, Elizabeth, NJ 07208 | Industrial warehouse | $4,200,000
9 | 12 Elm Court, Rye, NY 10580 | Single-family investment | $2,800,000
10 | 44 Prospect Lane, Westport, CT 06880 | Single-family investment | $1,800,000
11 | 9 Birch Hill Road, Bedford, NY 10506 | Vacant land (3.2 acres) | $1,200,000

CALDERWOOD & HARKNESS LLP 375 Park Avenue, 42nd Floor New York, NY 10152

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