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CALDERWOOD & HARKNESS LLP Counselors at Law

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

Telephone: (212) 884-7000 Facsimile: (212) 884-7001 www.calderwoodharkness.com

February 15, 2023

VIA HAND DELIVERY AND EMAIL

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

Re: Engagement of Calderwood & Harkness LLP — Generational Estate Planning Services Matter No.: 1034-00004 Billing Code: 78412-JRC

Dear Mr. Caldwell:

Thank you for meeting with us on February 6, 2023, at our offices to discuss your desire to design and implement a comprehensive generational estate plan for yourself and, where applicable, for the benefit of your family. We greatly appreciate your confidence in Calderwood & Harkness LLP (the "Firm," "we," or "us"), and we are pleased to confirm that, following the completion of our standard conflicts review on February 10, 2023, the Firm has cleared this engagement and is honored to accept the representation described herein.

The purpose of this letter is to set forth the terms and conditions upon which we will provide legal services to you in connection with this engagement. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return one copy to us as described in Section 12 below.

1. Purpose and Background of Engagement

During our initial consultation on February 6, 2023, you described your desire to implement a comprehensive, multi-generational estate plan designed to efficiently transfer wealth to your descendants, to minimize federal and state estate and gift tax exposure, to establish a charitable giving vehicle for your family, and to ensure the orderly management and distribution of your assets during your lifetime and after death. You outlined several specific objectives, including the utilization of Grantor Retained Annuity Trusts to transfer appreciation on certain assets to the next generation in a tax-efficient manner, the establishment of a perpetual dynasty trust to provide for future generations, the creation of a private family foundation to formalize your family's philanthropic activities, the establishment of an irrevocable life insurance trust to provide liquidity for estate tax obligations, and the comprehensive revision of your existing revocable trust and testamentary documents to coordinate with the new structures.

As background, we understand the following: You are the founder and former Managing Partner of Caldwell Ridgeline Capital LLC, a New York–based asset management firm with approximately $2.1 billion in assets under management. You retired from active management of the firm in 2019, though you retain significant economic interests in the firm, including limited partnership interests and carried-interest positions in several of its funds. You have a diversified portfolio of assets, and your estimated gross estate is approximately $300,000,000, comprising the following principal categories of assets: liquid securities held in brokerage and custodial accounts; real estate holdings owned through Stonecrest Realty Holdings LLC, a multi-member limited liability company through which you hold interests in residential and commercial properties; carried-interest and limited partnership stakes in Caldwell Ridgeline Capital Funds IV, V, and VI; a significant art and collectibles collection; and other assets including cash, tangible personal property, and retirement accounts. We understand that the valuation of certain of these assets, particularly the membership interests in Stonecrest Realty Holdings LLC, the fund interests in Caldwell Ridgeline Capital, and your art and collectibles collection, will require independent appraisals, which we will coordinate as described below.

You are married to Eleanor V. Caldwell. You and Mrs. Caldwell have three adult children: Thomas R. Caldwell, Katherine C. Hartfield (née Caldwell), and Olivia G. Caldwell.

Please note that Calderwood & Harkness LLP will serve as counsel to you, Jonathan R. Caldwell, individually in this matter. We do not and will not represent any family member, entity, trust, or foundation in this engagement except as expressly stated in this letter. The implications of this limitation are discussed more fully in Section 4 below.

2. Scope of Services

Calderwood & Harkness LLP will design, document, and implement a comprehensive generational estate plan on your behalf. The engagement encompasses the following workstreams, each of which is described in detail below. Together, these workstreams are intended to operate as an integrated estate plan, and the Firm will ensure that all instruments and structures are coordinated to achieve your stated objectives.

2.1 Grantor Retained Annuity Trusts (GRATs)

We will structure, draft, and implement a series of zeroed-out Grantor Retained Annuity Trusts under Section 2702 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"). Based on our initial discussions, we anticipate that the GRAT program will consist of the following three trusts:

(a) Securities GRAT ("GRAT A"). A Grantor Retained Annuity Trust to be funded with publicly traded securities selected from your existing brokerage and custodial accounts. The annuity term, annuity payments, and funding levels will be determined following the completion of the asset inventory and tax analysis described in Section 6 below, and in light of the applicable Section 7520 rate at the time of funding.

(b) Realty GRAT ("GRAT B"). A Grantor Retained Annuity Trust to be funded with membership interests in Stonecrest Realty Holdings LLC. Because these interests are not publicly traded, their contribution to the trust will require a qualified appraisal, and the funding value will reflect applicable valuation discounts (discussed below).

(c) Carried Interest GRAT ("GRAT C"). A Grantor Retained Annuity Trust to be funded with limited partnership interests and carried-interest positions in Caldwell Ridgeline Capital Funds IV, V, and VI. As with GRAT B, these interests are illiquid and will require a qualified appraisal and application of appropriate valuation discounts.

For each GRAT, the Firm will prepare the trust agreement, annuity payment schedules, assignment agreements transferring the funded assets to the GRAT, funding documentation (including deeds, membership interest assignments, and brokerage transfer instructions as applicable), and trustee acceptance instruments. We will design the annuity payments to "zero out" the taxable gift for federal gift tax purposes under the methodology established in Walton v. Commissioner, 115 T.C. 589 (2000), aff'd, sub nom. Walton v. Commissioner, 2001 WL 345200 (D.C. Cir. 2001).

As part of our GRAT structuring work, we will coordinate with Ashford Valuation Group LLC for the preparation of qualified appraisals of all contributed non-publicly-traded assets, including the Stonecrest Realty Holdings LLC membership interests and the Caldwell Ridgeline Capital fund interests and carried-interest positions. We will review the appraisal reports for sufficiency under IRC § 170(f)(11) and the Treasury Regulations, and will work with the appraiser to ensure that the appraisal methodologies and discount determinations are well-supported and defensible.

Our analysis will include a thorough examination of the applicable Section 7520 rates published by the Internal Revenue Service for the month of funding (and, where advantageous, the two preceding months, as permitted under the regulations), annuity computations under the IRS actuarial tables, valuation discounts for lack of marketability, lack of control, and minority interest positions with respect to the non-publicly-traded assets, and zeroed-out gift calculations designed to eliminate or minimize the taxable gift associated with the GRAT funding.

2.2 Dynasty Trust

We will draft and establish an irrevocable dynasty trust for the benefit of your descendants, to be known as the Caldwell Family Dynasty Trust (the "Dynasty Trust"). Based on our analysis and your objectives, we recommend that the Dynasty Trust be established under the laws of the State of Delaware, which offers several significant advantages for multi-generational trust planning.

The Dynasty Trust is anticipated to receive remainder interests from the GRATs described in Section 2.1, as well as other contributions as you may determine. The trust will be designed to benefit your children, their descendants, and future generations of the Caldwell family in perpetuity (or for the maximum period permitted under Delaware law, which currently has no statutory rule against perpetuities for personal property trusts and permits perpetual trusts).

We will coordinate the selection and engagement of an institutional co-trustee to serve alongside individual trustees of your choosing. Based on our preliminary discussions, we anticipate that Northgate Trust Company of Delaware will serve in this capacity, and we will work with Northgate and its Delaware counsel, Ridgewell & Thorn LLP, to finalize the fiduciary acceptance arrangements and to ensure compliance with Delaware law.

Our analysis of the Delaware situs advantages will address, among other things, the following:

(a) Delaware's perpetual trust statute, which permits trusts to exist in perpetuity and thus maximizes the leverage of your generation-skipping transfer ("GST") tax exemption allocation;

(b) The absence of Delaware state income tax on undistributed income earned by the trust, to the extent that the trust has no Delaware-resident beneficiaries and is administered in accordance with applicable requirements;

(c) Delaware's flexible decanting statute (12 Del. C. § 3528), which permits the trustee to modify or "decant" the trust into a new trust with different provisions under certain circumstances, providing important long-term flexibility;

(d) Delaware's robust asset protection provisions for domestic asset protection trusts, including the Qualified Dispositions in Trust Act (12 Del. C. §§ 3570–3576), to the extent applicable; and

(e) Delaware's directed trust statute, which permits the bifurcation of trustee responsibilities among multiple fiduciaries, including distribution advisors, investment advisors, and trust protectors.

In connection with the Dynasty Trust, we will prepare the following ancillary documents: trustee acceptance instruments for the institutional co-trustee and any individual trustees; an investment policy statement tailored to the Dynasty Trust's objectives and beneficiary needs; distribution committee operating procedures, establishing the governance framework for discretionary distributions; a trust protector designation, identifying the trust protector and setting forth the scope of the trust protector's authority; and beneficiary schedules identifying the initial and contingent beneficiaries.

We will also undertake a comprehensive GST exemption allocation analysis, including a detailed examination of the estate tax inclusion period ("ETIP") rules under IRC § 2642(f), which defer the allocation of GST exemption to GRAT remainder interests until the expiration of the GRAT annuity term. We will model various allocation strategies to maximize the efficiency of your available GST exemption ($12.92 million for 2023, indexed for inflation, and scheduled to revert to approximately $6.8 million, adjusted for inflation, after December 31, 2025, absent further legislative action).

2.3 Private Foundation

We will form and organize a private family foundation to serve as the primary vehicle for your family's charitable giving. The foundation is anticipated to be named The Caldwell Family Foundation (the "Foundation") and will be organized as a New York not-for-profit corporation under the New York Not-for-Profit Corporation Law ("NY N-PCL").

Our services in connection with the Foundation will include the following:

(a) Organizational Documents. We will prepare the certificate of incorporation for filing with the New York Department of State, including the required organizational purpose clause and dissolution provisions necessary to satisfy the requirements of IRC § 501(c)(3). We will draft the Foundation's bylaws, establishing the governance structure, board composition, officer positions, meeting requirements, and other operational provisions. We will prepare initial board resolutions authorizing the Foundation's organization, the election of initial officers, the adoption of policies, the opening of bank accounts, and other organizational matters.

(b) Governance Policies. We will prepare a conflict-of-interest policy in accordance with the requirements of IRS Form 1023 and New York law, a gift acceptance policy governing the types of contributions the Foundation will accept and the procedures for acceptance, an investment policy statement for the Foundation's endowment and operating funds, and a grant-making policy establishing procedures for evaluating, approving, and monitoring charitable grants.

(c) Tax-Exempt Status. We will prepare and file IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) together with all required schedules, attachments, and supporting documentation, and we will handle all correspondence with the Internal Revenue Service in connection with the application, including any requests for additional information, until a favorable determination letter is received.

(d) Private Foundation Compliance. We will provide a comprehensive compliance analysis under the private foundation rules set forth in IRC §§ 4940 through 4946, addressing: the excise tax on net investment income under § 4940 and the reduced rate available under § 4940(e); the self-dealing prohibitions under § 4941 and their implications for transactions between the Foundation and "disqualified persons" (including you, Mrs. Caldwell, your children, and entities in which you hold significant interests); the minimum distribution requirements under § 4942 (requiring distribution of approximately 5% of the Foundation's net investment assets annually for charitable purposes); the excess business holdings rules under § 4943; the jeopardizing investment restrictions under § 4944; and the taxable expenditure prohibitions under § 4945, including restrictions on lobbying, electioneering, grants to individuals, and grants to non-public charities without expenditure responsibility.

(e) Initial Contribution. We will prepare an initial contribution agreement documenting cash contributions to the Foundation from you and Mrs. Caldwell. The contribution agreement will set forth the amount and timing of the initial contributions, any donor restrictions or designations, and the Foundation's acknowledgment obligations under IRC § 170(f)(8).

2.4 Irrevocable Life Insurance Trust (ILIT)

We will draft and establish an irrevocable life insurance trust, to be known as the Caldwell Family Insurance Trust (the "ILIT" or "Insurance Trust"), designed to own and be the beneficiary of a second-to-die (survivorship) universal life insurance policy on the joint lives of you and Mrs. Caldwell.

The ILIT is intended to provide estate tax liquidity for your estate upon the death of the survivor of you and Mrs. Caldwell, without inclusion of the insurance proceeds in the taxable estate of either spouse. We will coordinate with Glenmore Insurance Brokerage LLC (Nathan C. Freed, broker of record) in the selection and procurement of the insurance policy, and with Beacon Life Assurance Company (the anticipated insurance carrier) regarding policy terms, underwriting requirements, and policy issuance.

Our services in connection with the ILIT will include the preparation of the following documents and analyses:

(a) The ILIT trust agreement, including provisions governing the administration of the trust, the disposition of insurance proceeds upon the death of the survivor, trustee succession, and beneficiary designations;

(b) A policy assignment instrument transferring ownership of the insurance policy to the ILIT (or, if the policy is acquired directly by the ILIT, an application assignment);

(d) Form Crummey withdrawal notices, which will be distributed to trust beneficiaries each time a contribution is made to the ILIT to fund insurance premiums, in order to qualify such contributions for the annual gift tax exclusion under IRC § 2503(b);

(e) Annual premium funding letter templates for your use in making contributions to the ILIT; and

(f) A comprehensive analysis of the Crummey withdrawal power requirements, including the number and identity of withdrawal-right holders, the amount of withdrawal rights, lapse provisions, and the relationship between Crummey powers and the "five-and-five" safe harbor under IRC § 2514(e); coordination of withdrawal rights with the annual gift tax exclusion ($17,000 per donee for 2023); the IRC § 2035 three-year lookback rule, which provides that the proceeds of a life insurance policy transferred within three years of the insured's death are included in the insured's gross estate (and, accordingly, the importance of having the ILIT, rather than you or Mrs. Caldwell, apply for and own the policy from inception); and premium financing considerations, including whether the ILIT should borrow funds to pay premiums and the estate and gift tax implications of any such financing arrangement.

2.5 Revocable Trust Restatement and Pour-Over Will

We will amend and restate the Caldwell Revocable Trust, which was originally established by you on October 3, 2010, to coordinate with the new GRAT, Dynasty Trust, Foundation, and ILIT structures described above. The amended and restated trust agreement will supersede all prior versions of the trust agreement and will incorporate the following principal provisions:

(a) Credit Shelter Trust. Upon your death, the revocable trust will fund a credit shelter trust (also known as a bypass trust or "B Trust") in an amount equal to the maximum amount that can pass free of federal estate tax by reason of your remaining applicable exclusion amount (the federal estate tax exemption). The credit shelter trust will benefit Mrs. Caldwell during her lifetime and, upon her death, will pass to your descendants or to the Dynasty Trust as determined by the trust terms.

(b) Marital QTIP Trust. The balance of the revocable trust estate remaining after funding the credit shelter trust will pass to a qualified terminable interest property ("QTIP") trust for the benefit of Mrs. Caldwell. Mrs. Caldwell will be the sole income beneficiary of the marital QTIP trust for life and will hold a general power of appointment over the trust corpus, exercisable by will or by inter vivos instrument as set forth in the trust agreement. A QTIP election under IRC § 2056(b)(7) will be available to your executor to ensure that the marital trust qualifies for the federal estate tax marital deduction.

(c) Coordination Provisions. The amended and restated trust agreement will include provisions coordinating distributions and remainder interests with the Dynasty Trust, the Foundation, and the ILIT, including specific bequest provisions, charitable bequests to the Foundation, and contingent distribution provisions in the event of changes in law or family circumstances.

We will also draft a new pour-over last will and testament for you, which will revoke the prior will dated October 3, 2010, and any codicils thereto, and will pour over all probate assets into the amended and restated Caldwell Revocable Trust. The pour-over will shall include the appointment of your executor and successor executors, provisions for the payment of debts, taxes, and administration expenses, and such other provisions as are customary and appropriate.

We will supervise the execution of the pour-over will in accordance with New York Estates, Powers and Trusts Law requirements, including the preparation of a self-proving affidavit under EPTL § 3-2.1(a) and the arrangement for proper witnessing. We will also prepare a trust certification (also known as a certificate of trust existence and authority) for use by financial institutions and other third parties in connection with the administration of the revocable trust during your lifetime.

2.6 Powers of Attorney and Health Care Directives

As part of the comprehensive estate plan, we will prepare the following ancillary planning documents:

(a) Durable General Power of Attorney. We will draft a statutory short form durable general power of attorney under New York General Obligations Law § 5-1501 et seq., granting broad authority to your designated agent(s) to act on your behalf in financial and legal matters in the event of your incapacity. The power of attorney will include modifications and supplements as permitted by the statute, and we will discuss with you the scope of authority, the designation of primary and successor agents, and any limitations or special instructions you wish to incorporate.

(b) Health Care Proxy. We will draft a health care proxy under New York Public Health Law § 2981, designating a health care agent to make medical treatment decisions on your behalf in the event that you are unable to do so. We will discuss with you the selection of your primary and alternate health care agents and any specific instructions or limitations you wish to include.

(c) Living Will / Advance Directive. We will draft a living will or advance directive expressing your wishes regarding end-of-life medical treatment, including the use or withholding of life-sustaining measures, artificial nutrition and hydration, and other medical interventions. While a living will is not governed by a specific New York statute, it serves as an important supplement to the health care proxy and provides guidance to your health care agent, family members, and medical providers.

(d) HIPAA Authorization. We will draft an authorization under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") permitting designated individuals to access your protected health information. The HIPAA authorization is separate from the health care proxy and ensures that your designated agents, family members, and legal representatives can obtain medical records and information as needed.

2.7 Tax Advisory Services

Sylvia Hartwell, Partner in the Firm's Tax Group, will provide tax advisory services in connection with this engagement. These services are integral to the design and implementation of the estate plan and will include the following:

(a) Federal Estate and Gift Tax Analysis. We will prepare a comprehensive analysis of your current federal estate and gift tax exposure based on your estimated gross estate, and will model the projected estate tax savings under the proposed estate plan. This analysis will compare your current exposure (assuming no planning) to your projected exposure under various planning scenarios, taking into account current exemption amounts, applicable tax rates, and the scheduled reduction in the exemption amount after December 31, 2025.

(b) GRAT Structuring Analysis. We will perform sensitivity modeling for the GRAT program under multiple investment return scenarios (including bear-case, base-case, and bull-case assumptions) to evaluate the expected wealth transfer and to optimize the annuity terms, annuity escalation rates, and funding levels for each GRAT.

(c) GST Exemption Allocation Strategy. We will develop a comprehensive strategy for the allocation of your GST exemption across the various trusts and transfers contemplated by the estate plan, taking into account the ETIP rules applicable to GRAT remainder interests, the priority of allocation among direct skips, taxable distributions, and taxable terminations, and the potential impact of the scheduled exemption reduction.

(d) Gift Tax Return Coordination. We will prepare, or assist in the preparation of, the federal gift tax return (IRS Form 709) for the 2023 tax year, reporting the GRAT funding transactions, contributions to the Dynasty Trust, contributions to the ILIT, and any other gifts made during the year. We will coordinate with your accountants at Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA) regarding the preparation and filing of the gift tax return and the integration of gift tax reporting with your income tax returns.

(e) Charitable Deduction Analysis. We will analyze the federal income tax charitable deduction available for contributions to the Foundation, including the application of the 30% of adjusted gross income limitation applicable to cash contributions to private foundations under IRC § 170(b)(1)(B), the five-year carryforward of excess contributions under IRC § 170(d)(1), and the coordination of charitable deductions with other components of the estate plan.

(f) State Tax Planning. We will analyze the state income tax implications of the Delaware situs for the Dynasty Trust, including the conditions under which the trust's income may be subject to New York or other state income taxation, and the New York source income rules applicable to trusts and their beneficiaries.

(g) Valuation discount Analysis. We will review and analyze the independent appraisals prepared by Ashford Valuation Group LLC, with particular attention to the valuation methodologies employed, the magnitude and supportability of the claimed discounts for lack of marketability and lack of control, and the overall defensibility of the appraisals in the event of IRS examination.

2.8 Coordination with Third Parties

The successful implementation of a comprehensive estate plan of this scope and complexity requires close coordination among multiple professional advisors and service providers. We will serve as the primary coordinating counsel and will interface with the following third parties on your behalf:

(a) Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA). Your accountants and tax advisors. We will coordinate with Mr. Prescott and his team regarding the assembly of financial data and asset inventories, the preparation and filing of federal and state gift tax returns, the coordination of gift tax and income tax reporting, and such other accounting and tax matters as arise in connection with the estate plan.

(b) Havensbrook Wealth Advisors LLC (Diana R. Linden, CFP®). Your financial advisor. We will coordinate with Ms. Linden regarding investment policy considerations, asset allocation and rebalancing in connection with trust funding, liquidity planning to ensure adequate resources for annuity payments, insurance premiums, and other cash needs, and the integration of the estate plan with your overall financial plan.

(c) Northgate Trust Company of Delaware (Philip A. Rossiter). The anticipated institutional co-trustee of the Dynasty Trust. We will coordinate with Mr. Rossiter and Northgate's administrative team regarding fiduciary acceptance, trust administration procedures, investment management protocols, and ongoing compliance. We will also coordinate with Northgate's Delaware counsel, Ridgewell & Thorn LLP (Margaret A. Colvin, Esq.), regarding Delaware trust law matters, fiduciary duties, and trust situs requirements.

(d) Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA). The independent appraiser engaged to prepare qualified appraisals of the non-publicly-traded assets to be contributed to the GRATs and, as applicable, to the Dynasty Trust and the Foundation. We will coordinate with Dr. Whitfield regarding the scope of the appraisal engagements, the timing and delivery of appraisal reports, the valuation of Stonecrest Realty Holdings LLC membership interests, Caldwell Ridgeline Capital fund interests and carried-interest positions, and art and collectibles, and the review and finalization of the appraisal reports for gift tax return purposes.

(e) Glenmore Insurance Brokerage LLC (Nathan C. Freed) and Beacon Life Assurance Company. The insurance broker and anticipated insurance carrier, respectively, for the second-to-die universal life insurance policy to be held by the ILIT. We will coordinate with Mr. Freed and Beacon Life regarding policy selection, underwriting, policy issuance, trust ownership and beneficiary designations, and premium payment procedures.

(f) Pemberton, Locke & Strauss LLP (Rachel F. Dunlap, Esq.). Independent counsel retained by Mrs. Caldwell. As discussed more fully in Section 4 below, we have recommended that Mrs. Caldwell retain her own independent counsel to review the estate plan documents, including the spousal consent provisions, the marital QTIP trust provisions, and any other provisions directly affecting her rights and interests. We will facilitate the retention of Ms. Dunlap's firm by Mrs. Caldwell and will coordinate with Ms. Dunlap to the extent necessary to ensure that Mrs. Caldwell has a full opportunity to review and understand the documents before execution.

3. Engagement Team

The following attorneys have been assigned to this engagement and will be responsible for the work described herein:

Victoria Chambers, Partner — Responsible Partner. Ms. Chambers will serve as the lead partner on this engagement and will have overall responsibility for the coordination of the client relationship, engagement supervision, and strategic direction. Ms. Chambers is a member of the Firm's Trusts and Estates Practice and has extensive experience in complex, high-net-worth estate planning.

Howard Quinn, Partner — Billing Partner. Mr. Quinn will oversee billing, administrative matters, and engagement management. Mr. Quinn will serve as a secondary point of contact for any billing inquiries or administrative concerns.

Monica Reyes, Associate — Lead Associate. Ms. Reyes will be responsible for day-to-day project management, primary drafting of trust instruments and organizational documents, and coordination with third-party professionals. Ms. Reyes will serve as your primary point of contact for routine matters and status updates.

Elliot Nguyen, Associate — Working Associate. Mr. Nguyen will support Ms. Reyes in legal research, document drafting, and document preparation, including the preparation of ancillary instruments such as assignment agreements, trustee acceptance instruments, and corporate organizational documents.

Sylvia Hartwell, Partner — Tax Specialist. Ms. Hartwell is a member of the Firm's Tax Group and will be responsible for all tax structuring and advisory services, including GRAT design and annuity computation, private foundation compliance analysis, GST exemption allocation strategy, gift tax return coordination, valuation discount review, and federal and state tax modeling. Ms. Hartwell's tax advisory role is further described in the Engagement Scope Addendum — Tax Advisory Services enclosed herewith.

We may, from time to time, assign additional attorneys, paralegals, or other professional support staff to the engagement as the needs of the matter require. We will notify you of any material changes to the engagement team, including any change in the identity of the Responsible Partner or Lead Associate.

4. Client Identity and Independent Representation

We wish to confirm clearly and unambiguously that Calderwood & Harkness LLP represents Jonathan R. Caldwell individually in this matter. Our duties of loyalty, confidentiality, and zealous representation run exclusively to you.

The Firm does not represent Eleanor V. Caldwell in this engagement. While many aspects of the estate plan will directly affect Mrs. Caldwell's rights and interests — including, without limitation, the marital QTIP trust provisions, the spousal consent required in connection with gift-splitting elections on the federal gift tax return, and the provisions of the ILIT and the pour-over will — our obligation is to advise and represent you in the design and implementation of the plan. At our recommendation, Mrs. Caldwell has been advised to retain independent legal counsel to review the estate plan documents and to provide her with independent advice regarding her rights and the implications of the plan for her interests. We understand that Mrs. Caldwell has engaged Pemberton, Locke & Strauss LLP (Rachel F. Dunlap, Esq.) for this purpose, and we believe this is an important and appropriate step.

The Firm does not represent any of your children — Thomas R. Caldwell, Katherine C. Hartfield, or Olivia G. Caldwell — their spouses, or any other family member in this engagement. The Firm also does not represent any entity created as part of this engagement (including the Caldwell Family Dynasty Trust, the Caldwell Family Insurance Trust, or The Caldwell Family Foundation) in its own capacity, except that the Firm will prepare the organizational documents for The Caldwell Family Foundation and the trust instruments for the various trusts in its capacity as counsel to you as the grantor, settlor, and/or founder of those structures. Should any entity require independent legal representation in the future, separate counsel should be engaged for that purpose.

5. Estimated Fees and Billing Arrangements

5.1 Fee Estimate and Cap

Based on our preliminary assessment of the scope of work described in Section 2 above, the complexity of the asset base, the number and sophistication of the planning vehicles to be implemented, and the extent of third-party coordination required, Calderwood & Harkness LLP estimates that total professional fees for this engagement will be approximately One Million Eight Hundred Fifty Thousand Dollars ($1,850,000). This estimate is based on the blended hourly rates of the attorneys assigned to the engagement team and reflects our current understanding of the work required to complete all workstreams.

In no event shall the total professional fees for this engagement exceed Two Million One Hundred Thousand Dollars ($2,100,000) (the "Fee Cap") without your prior written approval. If, during the course of the engagement, we determine that total fees are likely to approach or exceed the Fee Cap due to unforeseen complexity, changes in scope, or other factors, we will notify you promptly and will not proceed with additional work beyond the Fee Cap until we have obtained your written authorization.

The fee estimate encompasses all workstreams described in Section 2 above, including the tax advisory services to be provided by Sylvia Hartwell and her team. The estimate does not include fees for services outside the scope described in Section 2 (for example, litigation, regulatory compliance, or business transactional work), which would require a separate engagement agreement.

5.2 Hourly Rates

The engagement will be billed on an hourly basis at the Firm's standard rates for each timekeeper assigned to the matter. The Firm's hourly rates are reviewed and may be adjusted annually, typically effective January 1 of each year. Any rate adjustments that take effect during the term of this engagement will be applied prospectively to work performed after the effective date of the adjustment.

For budgeting and estimation purposes, the fee estimate set forth in Section 5.1 above was calculated using a blended hourly rate approach that reflects the anticipated mix of partner-level, associate-level, and paraprofessional time across the engagement. Individual hourly rates for each timekeeper are available upon request and will be reflected on each monthly invoice.

5.3 Expenses. In addition to professional fees, we will bill you for reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses may include, without limitation, filing fees for corporate formations, tax-exempt applications, and court filings; courier and delivery charges; travel expenses (including airfare, ground transportation, and lodging) incurred in connection with meetings with third-party advisors or government agencies; document reproduction and printing costs; and other incidental costs. All expenses will be billed at cost, without markup.

Please note that the fees of third-party professionals engaged in connection with this matter — including Strathmore Corporation & Greaves LLP (accountants), Ashford Valuation Group LLC (appraiser), Northgate Trust Company of Delaware (institutional trustee), Glenmore Insurance Brokerage LLC (insurance broker), Ridgewell & Thorn LLP (Delaware counsel to Northgate), and Pemberton, Locke & Strauss LLP (Mrs. Caldwell's independent counsel) — are not included in Calderwood & Harkness's fee estimate and will be billed directly by those providers to the parties that engage them. We can, if helpful, provide you with estimated fee ranges for those providers based on our experience with similar engagements, but we make no representations regarding their fees.

5.4 Billing Procedures

Invoices will be rendered monthly in arrears and will include a detailed description of the services performed, the timekeepers involved, the hours expended, and the expenses incurred during the billing period. Each invoice will reference the Billing Code 78412-JRC and Matter Number 1034-00004.

Payment is due within thirty (30) days of the invoice date. Invoices will be directed to:

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

You may designate an alternative billing address at any time by providing written notice to the Firm. If you have any questions regarding an invoice, we encourage you to contact Howard Quinn or Victoria Chambers promptly so that any concerns can be addressed without delay.

6. Anticipated Timeline

Based on our preliminary assessment of the work involved and the coordination required with third-party advisors, we anticipate the following general timeline for the engagement. These dates are estimates and are subject to change depending on the progress of the work, the availability of third-party professionals, the receipt of required appraisals and other deliverables, and any unforeseen circumstances. We will keep you informed of any material deviations from this schedule.

We note that the IRS determination letter timeline is subject to the Internal Revenue Service's processing schedule and is outside our control. We will monitor the status of the application and communicate with the IRS as appropriate to facilitate timely processing.

7. Confidentiality

All information provided by you to the Firm in connection with this engagement, including without limitation financial data, asset inventories, family information, business arrangements, and strategic planning objectives, will be treated as strictly confidential and will be protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law.

We will not disclose your confidential information to any third party without your express authorization, except as may be necessary to perform the services described in this letter or as required by law or court order. In recognition of the fact that the successful implementation of the estate plan requires coordination with multiple professional advisors and service providers, you hereby authorize the Firm to share relevant information with the following parties as reasonably required to carry out the services described in Section 2:

• Strathmore Corporation & Greaves LLP (accountants and tax advisors)

• Havensbrook Wealth Advisors LLC (financial advisor)

• Northgate Trust Company of Delaware (institutional trustee)

• Ashford Valuation Group LLC (independent appraiser)

• Glenmore Insurance Brokerage LLC (insurance broker)

• Beacon Life Assurance Company (insurance carrier)

• Ridgewell & Thorn LLP (Delaware counsel to Northgate Trust Company)

• Pemberton, Locke & Strauss LLP (independent counsel to Eleanor V. Caldwell)

This authorization is limited to the sharing of information reasonably necessary to accomplish the purposes of this engagement and does not constitute a waiver of the attorney-client privilege or work product protection as to any other party or for any other purpose. If you wish to limit or modify this authorization at any time, please notify us in writing.

8. Document Retention

Upon the completion of this engagement, we will deliver all original executed documents — including trust instruments, the pour-over will, powers of attorney, health care directives, corporate organizational documents, and all other original instruments — to you personally, or to such other person or location as you may direct.

The Firm will retain copies of all documents, correspondence, and work product generated in connection with this engagement in its secure document storage facilities, in accordance with the Firm's standard document retention policies. The Firm's document retention policies, which are available for your review upon request, generally provide for the retention of client files for a period of years following the conclusion of the engagement, after which files may be archived or, with appropriate notice, destroyed.

Copies of trust instruments and ancillary documents may also be provided to Northgate Trust Company of Delaware for trust administration purposes, with your authorization. We will coordinate with Northgate regarding the documents required for the administration of the Dynasty Trust.

9. Limitation of Engagement

This engagement is limited to the estate planning services described in Section 2 of this letter. Unless separately agreed in writing, the Firm is not undertaking to provide, and you should not rely on the Firm for, any of the following:

(a) Investment advisory services, asset management, or financial planning. While we will coordinate with your financial advisor and will incorporate investment-related considerations into the estate plan (such as investment policy statements for trusts and the Foundation), we are not rendering investment advice and are not acting as an investment advisor.

(b) Accounting, tax return preparation (except for the gift tax return coordination described in Section 2.7(d)), or financial auditing services. Your accountants at Strathmore Corporation & Greaves LLP are responsible for the preparation and filing of your income tax returns and for the maintenance of your financial records.

(c) Regulatory compliance advice for Caldwell Ridgeline Capital LLC, Stonecrest Realty Holdings LLC, or any other business entity in which you hold an interest, except to the extent that such advice is directly related to the estate plan (for example, the transfer of membership interests or fund interests in connection with GRAT funding).

(d) Advice on the ongoing operation, management, or governance of any entity, trust, or foundation created as part of this engagement, except as specifically described in Section 2 or as separately agreed.

The Firm's advice in connection with this engagement is based on the federal and state law in effect as of the date of each deliverable. Tax laws, regulations, and judicial interpretations are subject to change, and such changes may affect the desirability, effectiveness, or legality of the planning strategies implemented as part of this engagement. The Firm is not obligated to monitor changes in law following the completion of the engagement or to update its advice for subsequent changes in law, unless a separate engagement is agreed upon. We strongly recommend periodic reviews of your estate plan, and we would be pleased to discuss a separate engagement for ongoing monitoring and maintenance of the plan.

10. Governing Law and Dispute Resolution

This engagement letter, and the relationship between the Firm and the client arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, the services provided hereunder, or the Firm's fees, such dispute shall be resolved through binding arbitration conducted in New York County, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually selected by the parties, or, if the parties are unable to agree on an arbitrator within thirty (30) days of a demand for arbitration, the arbitrator shall be selected in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

11. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party:

(a) You will be responsible for the payment of all professional fees and expenses incurred by the Firm through the effective date of termination, in accordance with the billing arrangements set forth in Section 5.

(b) The Firm will take reasonable steps to protect your interests in connection with the termination, including, without limitation, providing reasonable notice to enable you to retain successor counsel, cooperating in the orderly transition of the matter to successor counsel, and returning all client documents and property in the Firm's possession.

We note that, under the New York Rules of Professional Conduct, a lawyer may not withdraw from a representation if withdrawal would result in a material adverse effect on the client's interests unless the lawyer has given the client reasonable notice and an opportunity to retain successor counsel. We will honor this obligation in all circumstances.

12. Acceptance

If the terms set forth in this engagement letter are acceptable to you, please indicate your acceptance by signing in the space provided below and returning one fully executed copy of this letter to the Firm. Your countersignature will confirm that you have read, understood, and agreed to the terms and conditions of this engagement.

We are honored to serve as your counsel and look forward to working with you on this important matter. The opportunity to assist you in designing and implementing a comprehensive estate plan that will protect and provide for your family for generations to come is one we do not take lightly, and we are committed to delivering the highest level of professional service and attention throughout this engagement.

Please do not hesitate to contact Victoria Chambers at (212) 884-7125 or Monica Reyes at (212) 884-7342 with any questions or concerns.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Victoria Chambers

Title: Partner

Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, NY 10152

ACCEPTED AND AGREED

The undersigned hereby acknowledges receipt of this engagement letter, confirms that he has read and understood its terms, and accepts and agrees to the terms and conditions set forth herein.

________________________________________

Jonathan R. Caldwell

Date: ________

Enclosures:

Engagement Scope Addendum — Tax Advisory Services (supplemental letter covering Sylvia Hartwell's tax advisory role, to be countersigned separately)

cc:

Howard Quinn, Calderwood & Harkness LLP Monica Reyes, Calderwood & Harkness LLP Sylvia Hartwell, Calderwood & Harkness LLP File (Matter No. 1034-00004)

Milestone	Target Date
Engagement opened	February 6, 2023
Asset inventory and preliminary tax analysis completed	March 1, 2023
ILIT (Caldwell Family Insurance Trust) established	Mid-March 2023
Foundation (The Caldwell Family Foundation) incorporated	Late March 2023
Dynasty Trust established; Revocable Trust amended and restated; Pour-over will executed; Powers of attorney and health care directives executed	April 1, 2023
GRAT A (Securities GRAT) funded	Mid-April 2023
GRAT B (Realty GRAT) funded	May 1, 2023
Foundation Form 1023 filed with IRS	Mid-May 2023
GRAT C (Carried Interest GRAT) funded	June 1, 2023
Independent appraisal reports received and reviewed	Mid-June 2023
IRS determination letter for Foundation	Anticipated summer 2023
Gift tax return (Form 709) drafting commenced	August 2023
Final review and closing	September 2023
Targeted completion of all workstreams	September 29, 2023

CALDERWOOD & HARKNESS LLP Counselors at Law
375 Park Avenue, 42nd Floor New York, New York 10152
Telephone: (212) 884-7000 Facsimile: (212) 884-7001 www.calderwoodharkness.com
February 15, 2023
VIA HAND DELIVERY AND EMAIL
Jonathan R. Caldwell 418 East 72nd Street, Apt. 14A New York, NY 10021
Re: Engagement of Calderwood & Harkness LLP — Generational Estate Planning Services Matter No.: 1034-00004 Billing Code: 78412-JRC
Dear Mr. Caldwell:
Thank you for meeting with us on February 6, 2023, at our offices to discuss your desire to design and implement a comprehensive generational estate plan for yourself and, where applicable, for the benefit of your family. We greatly appreciate your confidence in Calderwood & Harkness LLP (the "Firm," "we," or "us"), and we are pleased to confirm that, following the completion of our standard conflicts review on February 10, 2023, the Firm has cleared this engagement and is honored to accept the representation described herein.
The purpose of this letter is to set forth the terms and conditions upon which we will provide legal services to you in connection with this engagement. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return one copy to us as described in Section 12 below.
1. Purpose and Background of Engagement
During our initial consultation on February 6, 2023, you described your desire to implement a comprehensive, multi-generational estate plan designed to efficiently transfer wealth to your descendants, to minimize federal and state estate and gift tax exposure, to establish a charitable giving vehicle for your family, and to ensure the orderly management and distribution of your assets during your lifetime and after death. You outlined several specific objectives, including the utilization of Grantor Retained Annuity Trusts to transfer appreciation on certain assets to the next generation in a tax-efficient manner, the establishment of a perpetual dynasty trust to provide for future generations, the creation of a private family foundation to formalize your family's philanthropic activities, the establishment of an irrevocable life insurance trust to provide liquidity for estate tax obligations, and the comprehensive revision of your existing revocable trust and testamentary documents to coordinate with the new structures.
As background, we understand the following: You are the founder and former Managing Partner of Caldwell Ridgeline Capital LLC, a New York–based asset management firm with approximately $2.1 billion in assets under management. You retired from active management of the firm in 2019, though you retain significant economic interests in the firm, including limited partnership interests and carried-interest positions in several of its funds. You have a diversified portfolio of assets, and your estimated gross estate is approximately $300,000,000, comprising the following principal categories of assets: liquid securities held in brokerage and custodial accounts; real estate holdings owned through Stonecrest Realty Holdings LLC, a multi-member limited liability company through which you hold interests in residential and commercial properties; carried-interest and limited partnership stakes in Caldwell Ridgeline Capital Funds IV, V, and VI; a significant art and collectibles collection; and other assets including cash, tangible personal property, and retirement accounts. We understand that the valuation of certain of these assets, particularly the membership interests in Stonecrest Realty Holdings LLC, the fund interests in Caldwell Ridgeline Capital, and your art and collectibles collection, will require independent appraisals, which we will coordinate as described below.
You are married to Eleanor V. Caldwell. You and Mrs. Caldwell have three adult children: Thomas R. Caldwell, Katherine C. Hartfield (née Caldwell), and Olivia G. Caldwell.
Please note that Calderwood & Harkness LLP will serve as counsel to you, Jonathan R. Caldwell, individually in this matter. We do not and will not represent any family member, entity, trust, or foundation in this engagement except as expressly stated in this letter. The implications of this limitation are discussed more fully in Section 4 below.
2. Scope of Services
Calderwood & Harkness LLP will design, document, and implement a comprehensive generational estate plan on your behalf. The engagement encompasses the following workstreams, each of which is described in detail below. Together, these workstreams are intended to operate as an integrated estate plan, and the Firm will ensure that all instruments and structures are coordinated to achieve your stated objectives.
2.1 Grantor Retained Annuity Trusts (GRATs)
We will structure, draft, and implement a series of zeroed-out Grantor Retained Annuity Trusts under Section 2702 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"). Based on our initial discussions, we anticipate that the GRAT program will consist of the following three trusts:
(a) Securities GRAT ("GRAT A"). A Grantor Retained Annuity Trust to be funded with publicly traded securities selected from your existing brokerage and custodial accounts. The annuity term, annuity payments, and funding levels will be determined following the completion of the asset inventory and tax analysis described in Section 6 below, and in light of the applicable Section 7520 rate at the time of funding.
(b) Realty GRAT ("GRAT B"). A Grantor Retained Annuity Trust to be funded with membership interests in Stonecrest Realty Holdings LLC. Because these interests are not publicly traded, their contribution to the trust will require a qualified appraisal, and the funding value will reflect applicable valuation discounts (discussed below).
(c) Carried Interest GRAT ("GRAT C"). A Grantor Retained Annuity Trust to be funded with limited partnership interests and carried-interest positions in Caldwell Ridgeline Capital Funds IV, V, and VI. As with GRAT B, these interests are illiquid and will require a qualified appraisal and application of appropriate valuation discounts.
For each GRAT, the Firm will prepare the trust agreement, annuity payment schedules, assignment agreements transferring the funded assets to the GRAT, funding documentation (including deeds, membership interest assignments, and brokerage transfer instructions as applicable), and trustee acceptance instruments. We will design the annuity payments to "zero out" the taxable gift for federal gift tax purposes under the methodology established in Walton v. Commissioner, 115 T.C. 589 (2000), aff'd, sub nom. Walton v. Commissioner, 2001 WL 345200 (D.C. Cir. 2001).
As part of our GRAT structuring work, we will coordinate with Ashford Valuation Group LLC for the preparation of qualified appraisals of all contributed non-publicly-traded assets, including the Stonecrest Realty Holdings LLC membership interests and the Caldwell Ridgeline Capital fund interests and carried-interest positions. We will review the appraisal reports for sufficiency under IRC § 170(f)(11) and the Treasury Regulations, and will work with the appraiser to ensure that the appraisal methodologies and discount determinations are well-supported and defensible.
Our analysis will include a thorough examination of the applicable Section 7520 rates published by the Internal Revenue Service for the month of funding (and, where advantageous, the two preceding months, as permitted under the regulations), annuity computations under the IRS actuarial tables, valuation discounts for lack of marketability, lack of control, and minority interest positions with respect to the non-publicly-traded assets, and zeroed-out gift calculations designed to eliminate or minimize the taxable gift associated with the GRAT funding.
2.2 Dynasty Trust
We will draft and establish an irrevocable dynasty trust for the benefit of your descendants, to be known as the Caldwell Family Dynasty Trust (the "Dynasty Trust"). Based on our analysis and your objectives, we recommend that the Dynasty Trust be established under the laws of the State of Delaware, which offers several significant advantages for multi-generational trust planning.
The Dynasty Trust is anticipated to receive remainder interests from the GRATs described in Section 2.1, as well as other contributions as you may determine. The trust will be designed to benefit your children, their descendants, and future generations of the Caldwell family in perpetuity (or for the maximum period permitted under Delaware law, which currently has no statutory rule against perpetuities for personal property trusts and permits perpetual trusts).
We will coordinate the selection and engagement of an institutional co-trustee to serve alongside individual trustees of your choosing. Based on our preliminary discussions, we anticipate that Northgate Trust Company of Delaware will serve in this capacity, and we will work with Northgate and its Delaware counsel, Ridgewell & Thorn LLP, to finalize the fiduciary acceptance arrangements and to ensure compliance with Delaware law.
Our analysis of the Delaware situs advantages will address, among other things, the following:
(a) Delaware's perpetual trust statute, which permits trusts to exist in perpetuity and thus maximizes the leverage of your generation-skipping transfer ("GST") tax exemption allocation;
(b) The absence of Delaware state income tax on undistributed income earned by the trust, to the extent that the trust has no Delaware-resident beneficiaries and is administered in accordance with applicable requirements;
(c) Delaware's flexible decanting statute (12 Del. C. § 3528), which permits the trustee to modify or "decant" the trust into a new trust with different provisions under certain circumstances, providing important long-term flexibility;
(d) Delaware's robust asset protection provisions for domestic asset protection trusts, including the Qualified Dispositions in Trust Act (12 Del. C. §§ 3570–3576), to the extent applicable; and
(e) Delaware's directed trust statute, which permits the bifurcation of trustee responsibilities among multiple fiduciaries, including distribution advisors, investment advisors, and trust protectors.
In connection with the Dynasty Trust, we will prepare the following ancillary documents: trustee acceptance instruments for the institutional co-trustee and any individual trustees; an investment policy statement tailored to the Dynasty Trust's objectives and beneficiary needs; distribution committee operating procedures, establishing the governance framework for discretionary distributions; a trust protector designation, identifying the trust protector and setting forth the scope of the trust protector's authority; and beneficiary schedules identifying the initial and contingent beneficiaries.
We will also undertake a comprehensive GST exemption allocation analysis, including a detailed examination of the estate tax inclusion period ("ETIP") rules under IRC § 2642(f), which defer the allocation of GST exemption to GRAT remainder interests until the expiration of the GRAT annuity term. We will model various allocation strategies to maximize the efficiency of your available GST exemption ($12.92 million for 2023, indexed for inflation, and scheduled to revert to approximately $6.8 million, adjusted for inflation, after December 31, 2025, absent further legislative action).
2.3 Private Foundation
We will form and organize a private family foundation to serve as the primary vehicle for your family's charitable giving. The foundation is anticipated to be named The Caldwell Family Foundation (the "Foundation") and will be organized as a New York not-for-profit corporation under the New York Not-for-Profit Corporation Law ("NY N-PCL").
Our services in connection with the Foundation will include the following:
(a) Organizational Documents. We will prepare the certificate of incorporation for filing with the New York Department of State, including the required organizational purpose clause and dissolution provisions necessary to satisfy the requirements of IRC § 501(c)(3). We will draft the Foundation's bylaws, establishing the governance structure, board composition, officer positions, meeting requirements, and other operational provisions. We will prepare initial board resolutions authorizing the Foundation's organization, the election of initial officers, the adoption of policies, the opening of bank accounts, and other organizational matters.
(b) Governance Policies. We will prepare a conflict-of-interest policy in accordance with the requirements of IRS Form 1023 and New York law, a gift acceptance policy governing the types of contributions the Foundation will accept and the procedures for acceptance, an investment policy statement for the Foundation's endowment and operating funds, and a grant-making policy establishing procedures for evaluating, approving, and monitoring charitable grants.
(c) Tax-Exempt Status. We will prepare and file IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) together with all required schedules, attachments, and supporting documentation, and we will handle all correspondence with the Internal Revenue Service in connection with the application, including any requests for additional information, until a favorable determination letter is received.
(d) Private Foundation Compliance. We will provide a comprehensive compliance analysis under the private foundation rules set forth in IRC §§ 4940 through 4946, addressing: the excise tax on net investment income under § 4940 and the reduced rate available under § 4940(e); the self-dealing prohibitions under § 4941 and their implications for transactions between the Foundation and "disqualified persons" (including you, Mrs. Caldwell, your children, and entities in which you hold significant interests); the minimum distribution requirements under § 4942 (requiring distribution of approximately 5% of the Foundation's net investment assets annually for charitable purposes); the excess business holdings rules under § 4943; the jeopardizing investment restrictions under § 4944; and the taxable expenditure prohibitions under § 4945, including restrictions on lobbying, electioneering, grants to individuals, and grants to non-public charities without expenditure responsibility.
(e) Initial Contribution. We will prepare an initial contribution agreement documenting cash contributions to the Foundation from you and Mrs. Caldwell. The contribution agreement will set forth the amount and timing of the initial contributions, any donor restrictions or designations, and the Foundation's acknowledgment obligations under IRC § 170(f)(8).
2.4 Irrevocable Life Insurance Trust (ILIT)
We will draft and establish an irrevocable life insurance trust, to be known as the Caldwell Family Insurance Trust (the "ILIT" or "Insurance Trust"), designed to own and be the beneficiary of a second-to-die (survivorship) universal life insurance policy on the joint lives of you and Mrs. Caldwell.
The ILIT is intended to provide estate tax liquidity for your estate upon the death of the survivor of you and Mrs. Caldwell, without inclusion of the insurance proceeds in the taxable estate of either spouse. We will coordinate with Glenmore Insurance Brokerage LLC (Nathan C. Freed, broker of record) in the selection and procurement of the insurance policy, and with Beacon Life Assurance Company (the anticipated insurance carrier) regarding policy terms, underwriting requirements, and policy issuance.
Our services in connection with the ILIT will include the preparation of the following documents and analyses:
(a) The ILIT trust agreement, including provisions governing the administration of the trust, the disposition of insurance proceeds upon the death of the survivor, trustee succession, and beneficiary designations;
(b) A policy assignment instrument transferring ownership of the insurance policy to the ILIT (or, if the policy is acquired directly by the ILIT, an application assignment);
(c) Trustee acceptance instruments;
(d) Form Crummey withdrawal notices, which will be distributed to trust beneficiaries each time a contribution is made to the ILIT to fund insurance premiums, in order to qualify such contributions for the annual gift tax exclusion under IRC § 2503(b);
(e) Annual premium funding letter templates for your use in making contributions to the ILIT; and
(f) A comprehensive analysis of the Crummey withdrawal power requirements, including the number and identity of withdrawal-right holders, the amount of withdrawal rights, lapse provisions, and the relationship between Crummey powers and the "five-and-five" safe harbor under IRC § 2514(e); coordination of withdrawal rights with the annual gift tax exclusion ($17,000 per donee for 2023); the IRC § 2035 three-year lookback rule, which provides that the proceeds of a life insurance policy transferred within three years of the insured's death are included in the insured's gross estate (and, accordingly, the importance of having the ILIT, rather than you or Mrs. Caldwell, apply for and own the policy from inception); and premium financing considerations, including whether the ILIT should borrow funds to pay premiums and the estate and gift tax implications of any such financing arrangement.
2.5 Revocable Trust Restatement and Pour-Over Will
We will amend and restate the Caldwell Revocable Trust, which was originally established by you on October 3, 2010, to coordinate with the new GRAT, Dynasty Trust, Foundation, and ILIT structures described above. The amended and restated trust agreement will supersede all prior versions of the trust agreement and will incorporate the following principal provisions:
(a) Credit Shelter Trust. Upon your death, the revocable trust will fund a credit shelter trust (also known as a bypass trust or "B Trust") in an amount equal to the maximum amount that can pass free of federal estate tax by reason of your remaining applicable exclusion amount (the federal estate tax exemption). The credit shelter trust will benefit Mrs. Caldwell during her lifetime and, upon her death, will pass to your descendants or to the Dynasty Trust as determined by the trust terms.
(b) Marital QTIP Trust. The balance of the revocable trust estate remaining after funding the credit shelter trust will pass to a qualified terminable interest property ("QTIP") trust for the benefit of Mrs. Caldwell. Mrs. Caldwell will be the sole income beneficiary of the marital QTIP trust for life and will hold a general power of appointment over the trust corpus, exercisable by will or by inter vivos instrument as set forth in the trust agreement. A QTIP election under IRC § 2056(b)(7) will be available to your executor to ensure that the marital trust qualifies for the federal estate tax marital deduction.
(c) Coordination Provisions. The amended and restated trust agreement will include provisions coordinating distributions and remainder interests with the Dynasty Trust, the Foundation, and the ILIT, including specific bequest provisions, charitable bequests to the Foundation, and contingent distribution provisions in the event of changes in law or family circumstances.
We will also draft a new pour-over last will and testament for you, which will revoke the prior will dated October 3, 2010, and any codicils thereto, and will pour over all probate assets into the amended and restated Caldwell Revocable Trust. The pour-over will shall include the appointment of your executor and successor executors, provisions for the payment of debts, taxes, and administration expenses, and such other provisions as are customary and appropriate.
We will supervise the execution of the pour-over will in accordance with New York Estates, Powers and Trusts Law requirements, including the preparation of a self-proving affidavit under EPTL § 3-2.1(a) and the arrangement for proper witnessing. We will also prepare a trust certification (also known as a certificate of trust existence and authority) for use by financial institutions and other third parties in connection with the administration of the revocable trust during your lifetime.
2.6 Powers of Attorney and Health Care Directives
As part of the comprehensive estate plan, we will prepare the following ancillary planning documents:
(a) Durable General Power of Attorney. We will draft a statutory short form durable general power of attorney under New York General Obligations Law § 5-1501 et seq., granting broad authority to your designated agent(s) to act on your behalf in financial and legal matters in the event of your incapacity. The power of attorney will include modifications and supplements as permitted by the statute, and we will discuss with you the scope of authority, the designation of primary and successor agents, and any limitations or special instructions you wish to incorporate.
(b) Health Care Proxy. We will draft a health care proxy under New York Public Health Law § 2981, designating a health care agent to make medical treatment decisions on your behalf in the event that you are unable to do so. We will discuss with you the selection of your primary and alternate health care agents and any specific instructions or limitations you wish to include.
(c) Living Will / Advance Directive. We will draft a living will or advance directive expressing your wishes regarding end-of-life medical treatment, including the use or withholding of life-sustaining measures, artificial nutrition and hydration, and other medical interventions. While a living will is not governed by a specific New York statute, it serves as an important supplement to the health care proxy and provides guidance to your health care agent, family members, and medical providers.
(d) HIPAA Authorization. We will draft an authorization under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") permitting designated individuals to access your protected health information. The HIPAA authorization is separate from the health care proxy and ensures that your designated agents, family members, and legal representatives can obtain medical records and information as needed.
2.7 Tax Advisory Services
Sylvia Hartwell, Partner in the Firm's Tax Group, will provide tax advisory services in connection with this engagement. These services are integral to the design and implementation of the estate plan and will include the following:
(a) Federal Estate and Gift Tax Analysis. We will prepare a comprehensive analysis of your current federal estate and gift tax exposure based on your estimated gross estate, and will model the projected estate tax savings under the proposed estate plan. This analysis will compare your current exposure (assuming no planning) to your projected exposure under various planning scenarios, taking into account current exemption amounts, applicable tax rates, and the scheduled reduction in the exemption amount after December 31, 2025.
(b) GRAT Structuring Analysis. We will perform sensitivity modeling for the GRAT program under multiple investment return scenarios (including bear-case, base-case, and bull-case assumptions) to evaluate the expected wealth transfer and to optimize the annuity terms, annuity escalation rates, and funding levels for each GRAT.
(c) GST Exemption Allocation Strategy. We will develop a comprehensive strategy for the allocation of your GST exemption across the various trusts and transfers contemplated by the estate plan, taking into account the ETIP rules applicable to GRAT remainder interests, the priority of allocation among direct skips, taxable distributions, and taxable terminations, and the potential impact of the scheduled exemption reduction.
(d) Gift Tax Return Coordination. We will prepare, or assist in the preparation of, the federal gift tax return (IRS Form 709) for the 2023 tax year, reporting the GRAT funding transactions, contributions to the Dynasty Trust, contributions to the ILIT, and any other gifts made during the year. We will coordinate with your accountants at Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA) regarding the preparation and filing of the gift tax return and the integration of gift tax reporting with your income tax returns.
(e) Charitable Deduction Analysis. We will analyze the federal income tax charitable deduction available for contributions to the Foundation, including the application of the 30% of adjusted gross income limitation applicable to cash contributions to private foundations under IRC § 170(b)(1)(B), the five-year carryforward of excess contributions under IRC § 170(d)(1), and the coordination of charitable deductions with other components of the estate plan.
(f) State Tax Planning. We will analyze the state income tax implications of the Delaware situs for the Dynasty Trust, including the conditions under which the trust's income may be subject to New York or other state income taxation, and the New York source income rules applicable to trusts and their beneficiaries.
(g) Valuation discount Analysis. We will review and analyze the independent appraisals prepared by Ashford Valuation Group LLC, with particular attention to the valuation methodologies employed, the magnitude and supportability of the claimed discounts for lack of marketability and lack of control, and the overall defensibility of the appraisals in the event of IRS examination.
2.8 Coordination with Third Parties
The successful implementation of a comprehensive estate plan of this scope and complexity requires close coordination among multiple professional advisors and service providers. We will serve as the primary coordinating counsel and will interface with the following third parties on your behalf:
(a) Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA). Your accountants and tax advisors. We will coordinate with Mr. Prescott and his team regarding the assembly of financial data and asset inventories, the preparation and filing of federal and state gift tax returns, the coordination of gift tax and income tax reporting, and such other accounting and tax matters as arise in connection with the estate plan.
(b) Havensbrook Wealth Advisors LLC (Diana R. Linden, CFP®). Your financial advisor. We will coordinate with Ms. Linden regarding investment policy considerations, asset allocation and rebalancing in connection with trust funding, liquidity planning to ensure adequate resources for annuity payments, insurance premiums, and other cash needs, and the integration of the estate plan with your overall financial plan.
(c) Northgate Trust Company of Delaware (Philip A. Rossiter). The anticipated institutional co-trustee of the Dynasty Trust. We will coordinate with Mr. Rossiter and Northgate's administrative team regarding fiduciary acceptance, trust administration procedures, investment management protocols, and ongoing compliance. We will also coordinate with Northgate's Delaware counsel, Ridgewell & Thorn LLP (Margaret A. Colvin, Esq.), regarding Delaware trust law matters, fiduciary duties, and trust situs requirements.
(d) Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA). The independent appraiser engaged to prepare qualified appraisals of the non-publicly-traded assets to be contributed to the GRATs and, as applicable, to the Dynasty Trust and the Foundation. We will coordinate with Dr. Whitfield regarding the scope of the appraisal engagements, the timing and delivery of appraisal reports, the valuation of Stonecrest Realty Holdings LLC membership interests, Caldwell Ridgeline Capital fund interests and carried-interest positions, and art and collectibles, and the review and finalization of the appraisal reports for gift tax return purposes.
(e) Glenmore Insurance Brokerage LLC (Nathan C. Freed) and Beacon Life Assurance Company. The insurance broker and anticipated insurance carrier, respectively, for the second-to-die universal life insurance policy to be held by the ILIT. We will coordinate with Mr. Freed and Beacon Life regarding policy selection, underwriting, policy issuance, trust ownership and beneficiary designations, and premium payment procedures.
(f) Pemberton, Locke & Strauss LLP (Rachel F. Dunlap, Esq.). Independent counsel retained by Mrs. Caldwell. As discussed more fully in Section 4 below, we have recommended that Mrs. Caldwell retain her own independent counsel to review the estate plan documents, including the spousal consent provisions, the marital QTIP trust provisions, and any other provisions directly affecting her rights and interests. We will facilitate the retention of Ms. Dunlap's firm by Mrs. Caldwell and will coordinate with Ms. Dunlap to the extent necessary to ensure that Mrs. Caldwell has a full opportunity to review and understand the documents before execution.
3. Engagement Team
The following attorneys have been assigned to this engagement and will be responsible for the work described herein:
Victoria Chambers, Partner — Responsible Partner. Ms. Chambers will serve as the lead partner on this engagement and will have overall responsibility for the coordination of the client relationship, engagement supervision, and strategic direction. Ms. Chambers is a member of the Firm's Trusts and Estates Practice and has extensive experience in complex, high-net-worth estate planning.
Howard Quinn, Partner — Billing Partner. Mr. Quinn will oversee billing, administrative matters, and engagement management. Mr. Quinn will serve as a secondary point of contact for any billing inquiries or administrative concerns.
Monica Reyes, Associate — Lead Associate. Ms. Reyes will be responsible for day-to-day project management, primary drafting of trust instruments and organizational documents, and coordination with third-party professionals. Ms. Reyes will serve as your primary point of contact for routine matters and status updates.
Elliot Nguyen, Associate — Working Associate. Mr. Nguyen will support Ms. Reyes in legal research, document drafting, and document preparation, including the preparation of ancillary instruments such as assignment agreements, trustee acceptance instruments, and corporate organizational documents.
Sylvia Hartwell, Partner — Tax Specialist. Ms. Hartwell is a member of the Firm's Tax Group and will be responsible for all tax structuring and advisory services, including GRAT design and annuity computation, private foundation compliance analysis, GST exemption allocation strategy, gift tax return coordination, valuation discount review, and federal and state tax modeling. Ms. Hartwell's tax advisory role is further described in the Engagement Scope Addendum — Tax Advisory Services enclosed herewith.
We may, from time to time, assign additional attorneys, paralegals, or other professional support staff to the engagement as the needs of the matter require. We will notify you of any material changes to the engagement team, including any change in the identity of the Responsible Partner or Lead Associate.
4. Client Identity and Independent Representation
We wish to confirm clearly and unambiguously that Calderwood & Harkness LLP represents Jonathan R. Caldwell individually in this matter. Our duties of loyalty, confidentiality, and zealous representation run exclusively to you.
The Firm does not represent Eleanor V. Caldwell in this engagement. While many aspects of the estate plan will directly affect Mrs. Caldwell's rights and interests — including, without limitation, the marital QTIP trust provisions, the spousal consent required in connection with gift-splitting elections on the federal gift tax return, and the provisions of the ILIT and the pour-over will — our obligation is to advise and represent you in the design and implementation of the plan. At our recommendation, Mrs. Caldwell has been advised to retain independent legal counsel to review the estate plan documents and to provide her with independent advice regarding her rights and the implications of the plan for her interests. We understand that Mrs. Caldwell has engaged Pemberton, Locke & Strauss LLP (Rachel F. Dunlap, Esq.) for this purpose, and we believe this is an important and appropriate step.
The Firm does not represent any of your children — Thomas R. Caldwell, Katherine C. Hartfield, or Olivia G. Caldwell — their spouses, or any other family member in this engagement. The Firm also does not represent any entity created as part of this engagement (including the Caldwell Family Dynasty Trust, the Caldwell Family Insurance Trust, or The Caldwell Family Foundation) in its own capacity, except that the Firm will prepare the organizational documents for The Caldwell Family Foundation and the trust instruments for the various trusts in its capacity as counsel to you as the grantor, settlor, and/or founder of those structures. Should any entity require independent legal representation in the future, separate counsel should be engaged for that purpose.
5. Estimated Fees and Billing Arrangements
5.1 Fee Estimate and Cap
Based on our preliminary assessment of the scope of work described in Section 2 above, the complexity of the asset base, the number and sophistication of the planning vehicles to be implemented, and the extent of third-party coordination required, Calderwood & Harkness LLP estimates that total professional fees for this engagement will be approximately One Million Eight Hundred Fifty Thousand Dollars ($1,850,000). This estimate is based on the blended hourly rates of the attorneys assigned to the engagement team and reflects our current understanding of the work required to complete all workstreams.
In no event shall the total professional fees for this engagement exceed Two Million One Hundred Thousand Dollars ($2,100,000) (the "Fee Cap") without your prior written approval. If, during the course of the engagement, we determine that total fees are likely to approach or exceed the Fee Cap due to unforeseen complexity, changes in scope, or other factors, we will notify you promptly and will not proceed with additional work beyond the Fee Cap until we have obtained your written authorization.
The fee estimate encompasses all workstreams described in Section 2 above, including the tax advisory services to be provided by Sylvia Hartwell and her team. The estimate does not include fees for services outside the scope described in Section 2 (for example, litigation, regulatory compliance, or business transactional work), which would require a separate engagement agreement.
5.2 Hourly Rates
The engagement will be billed on an hourly basis at the Firm's standard rates for each timekeeper assigned to the matter. The Firm's hourly rates are reviewed and may be adjusted annually, typically effective January 1 of each year. Any rate adjustments that take effect during the term of this engagement will be applied prospectively to work performed after the effective date of the adjustment.
For budgeting and estimation purposes, the fee estimate set forth in Section 5.1 above was calculated using a blended hourly rate approach that reflects the anticipated mix of partner-level, associate-level, and paraprofessional time across the engagement. Individual hourly rates for each timekeeper are available upon request and will be reflected on each monthly invoice.
5.3 Expenses.  In addition to professional fees, we will bill you for reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses may include, without limitation, filing fees for corporate formations, tax-exempt applications, and court filings; courier and delivery charges; travel expenses (including airfare, ground transportation, and lodging) incurred in connection with meetings with third-party advisors or government agencies; document reproduction and printing costs; and other incidental costs. All expenses will be billed at cost, without markup.
Please note that the fees of third-party professionals engaged in connection with this matter — including Strathmore Corporation & Greaves LLP (accountants), Ashford Valuation Group LLC (appraiser), Northgate Trust Company of Delaware (institutional trustee), Glenmore Insurance Brokerage LLC (insurance broker), Ridgewell & Thorn LLP (Delaware counsel to Northgate), and Pemberton, Locke & Strauss LLP (Mrs. Caldwell's independent counsel) — are not included in Calderwood & Harkness's fee estimate and will be billed directly by those providers to the parties that engage them. We can, if helpful, provide you with estimated fee ranges for those providers based on our experience with similar engagements, but we make no representations regarding their fees.
5.4 Billing Procedures
Invoices will be rendered monthly in arrears and will include a detailed description of the services performed, the timekeepers involved, the hours expended, and the expenses incurred during the billing period. Each invoice will reference the Billing Code 78412-JRC and Matter Number 1034-00004.
Payment is due within thirty (30) days of the invoice date. Invoices will be directed to:
Jonathan R. Caldwell 418 East 72nd Street, Apt. 14A New York, NY 10021
You may designate an alternative billing address at any time by providing written notice to the Firm. If you have any questions regarding an invoice, we encourage you to contact Howard Quinn or Victoria Chambers promptly so that any concerns can be addressed without delay.
6. Anticipated Timeline
Based on our preliminary assessment of the work involved and the coordination required with third-party advisors, we anticipate the following general timeline for the engagement. These dates are estimates and are subject to change depending on the progress of the work, the availability of third-party professionals, the receipt of required appraisals and other deliverables, and any unforeseen circumstances. We will keep you informed of any material deviations from this schedule.
We note that the IRS determination letter timeline is subject to the Internal Revenue Service's processing schedule and is outside our control. We will monitor the status of the application and communicate with the IRS as appropriate to facilitate timely processing.
7. Confidentiality
All information provided by you to the Firm in connection with this engagement, including without limitation financial data, asset inventories, family information, business arrangements, and strategic planning objectives, will be treated as strictly confidential and will be protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law.
We will not disclose your confidential information to any third party without your express authorization, except as may be necessary to perform the services described in this letter or as required by law or court order. In recognition of the fact that the successful implementation of the estate plan requires coordination with multiple professional advisors and service providers, you hereby authorize the Firm to share relevant information with the following parties as reasonably required to carry out the services described in Section 2:
•  Strathmore Corporation & Greaves LLP (accountants and tax advisors)
•  Havensbrook Wealth Advisors LLC (financial advisor)
•  Northgate Trust Company of Delaware (institutional trustee)
•  Ashford Valuation Group LLC (independent appraiser)
•  Glenmore Insurance Brokerage LLC (insurance broker)
•  Beacon Life Assurance Company (insurance carrier)
•  Ridgewell & Thorn LLP (Delaware counsel to Northgate Trust Company)
•  Pemberton, Locke & Strauss LLP (independent counsel to Eleanor V. Caldwell)
This authorization is limited to the sharing of information reasonably necessary to accomplish the purposes of this engagement and does not constitute a waiver of the attorney-client privilege or work product protection as to any other party or for any other purpose. If you wish to limit or modify this authorization at any time, please notify us in writing.
8. Document Retention
Upon the completion of this engagement, we will deliver all original executed documents — including trust instruments, the pour-over will, powers of attorney, health care directives, corporate organizational documents, and all other original instruments — to you personally, or to such other person or location as you may direct.
The Firm will retain copies of all documents, correspondence, and work product generated in connection with this engagement in its secure document storage facilities, in accordance with the Firm's standard document retention policies. The Firm's document retention policies, which are available for your review upon request, generally provide for the retention of client files for a period of years following the conclusion of the engagement, after which files may be archived or, with appropriate notice, destroyed.
Copies of trust instruments and ancillary documents may also be provided to Northgate Trust Company of Delaware for trust administration purposes, with your authorization. We will coordinate with Northgate regarding the documents required for the administration of the Dynasty Trust.
9. Limitation of Engagement
This engagement is limited to the estate planning services described in Section 2 of this letter. Unless separately agreed in writing, the Firm is not undertaking to provide, and you should not rely on the Firm for, any of the following:
(a) Investment advisory services, asset management, or financial planning. While we will coordinate with your financial advisor and will incorporate investment-related considerations into the estate plan (such as investment policy statements for trusts and the Foundation), we are not rendering investment advice and are not acting as an investment advisor.
(b) Accounting, tax return preparation (except for the gift tax return coordination described in Section 2.7(d)), or financial auditing services. Your accountants at Strathmore Corporation & Greaves LLP are responsible for the preparation and filing of your income tax returns and for the maintenance of your financial records.
(c) Regulatory compliance advice for Caldwell Ridgeline Capital LLC, Stonecrest Realty Holdings LLC, or any other business entity in which you hold an interest, except to the extent that such advice is directly related to the estate plan (for example, the transfer of membership interests or fund interests in connection with GRAT funding).
(d) Advice on the ongoing operation, management, or governance of any entity, trust, or foundation created as part of this engagement, except as specifically described in Section 2 or as separately agreed.
The Firm's advice in connection with this engagement is based on the federal and state law in effect as of the date of each deliverable. Tax laws, regulations, and judicial interpretations are subject to change, and such changes may affect the desirability, effectiveness, or legality of the planning strategies implemented as part of this engagement. The Firm is not obligated to monitor changes in law following the completion of the engagement or to update its advice for subsequent changes in law, unless a separate engagement is agreed upon. We strongly recommend periodic reviews of your estate plan, and we would be pleased to discuss a separate engagement for ongoing monitoring and maintenance of the plan.
10. Governing Law and Dispute Resolution
This engagement letter, and the relationship between the Firm and the client arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, the services provided hereunder, or the Firm's fees, such dispute shall be resolved through binding arbitration conducted in New York County, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually selected by the parties, or, if the parties are unable to agree on an arbitrator within thirty (30) days of a demand for arbitration, the arbitrator shall be selected in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.
11. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party:
(a) You will be responsible for the payment of all professional fees and expenses incurred by the Firm through the effective date of termination, in accordance with the billing arrangements set forth in Section 5.
(b) The Firm will take reasonable steps to protect your interests in connection with the termination, including, without limitation, providing reasonable notice to enable you to retain successor counsel, cooperating in the orderly transition of the matter to successor counsel, and returning all client documents and property in the Firm's possession.
(c) The Firm's obligations of confidentiality under Section 7 will survive the termination of the engagement.
We note that, under the New York Rules of Professional Conduct, a lawyer may not withdraw from a representation if withdrawal would result in a material adverse effect on the client's interests unless the lawyer has given the client reasonable notice and an opportunity to retain successor counsel. We will honor this obligation in all circumstances.
12. Acceptance
If the terms set forth in this engagement letter are acceptable to you, please indicate your acceptance by signing in the space provided below and returning one fully executed copy of this letter to the Firm. Your countersignature will confirm that you have read, understood, and agreed to the terms and conditions of this engagement.
We are honored to serve as your counsel and look forward to working with you on this important matter. The opportunity to assist you in designing and implementing a comprehensive estate plan that will protect and provide for your family for generations to come is one we do not take lightly, and we are committed to delivering the highest level of professional service and attention throughout this engagement.
Please do not hesitate to contact Victoria Chambers at (212) 884-7125 or Monica Reyes at (212) 884-7342 with any questions or concerns.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Victoria Chambers
Title: Partner
Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, NY 10152
ACCEPTED AND AGREED
The undersigned hereby acknowledges receipt of this engagement letter, confirms that he has read and understood its terms, and accepts and agrees to the terms and conditions set forth herein.
________________________________________
Jonathan R. Caldwell
Date: ________
Enclosures:
Engagement Scope Addendum — Tax Advisory Services (supplemental letter covering Sylvia Hartwell's tax advisory role, to be countersigned separately)
cc:
Howard Quinn, Calderwood & Harkness LLP Monica Reyes, Calderwood & Harkness LLP Sylvia Hartwell, Calderwood & Harkness LLP File (Matter No. 1034-00004)
Milestone | Target Date
Engagement opened | February 6, 2023
Asset inventory and preliminary tax analysis completed | March 1, 2023
ILIT (Caldwell Family Insurance Trust) established | Mid-March 2023
Foundation (The Caldwell Family Foundation) incorporated | Late March 2023
Dynasty Trust established; Revocable Trust amended and restated; Pour-over will executed; Powers of attorney and health care directives executed | April 1, 2023
GRAT A (Securities GRAT) funded | Mid-April 2023
GRAT B (Realty GRAT) funded | May 1, 2023
Foundation Form 1023 filed with IRS | Mid-May 2023
GRAT C (Carried Interest GRAT) funded | June 1, 2023
Independent appraisal reports received and reviewed | Mid-June 2023
IRS determination letter for Foundation | Anticipated summer 2023
Gift tax return (Form 709) drafting commenced | August 2023
Final review and closing | September 2023
Targeted completion of all workstreams | September 29, 2023

CALDERWOOD & HARKNESS LLP Counselors at Law

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CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

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