1034-00004
· Group Strathmore Corp · GRAT Documents
grat-c-annuity-payment-schedule.xlsx
DOCUMENT
M&A / Corporate
[sheet: GRAT Summary]
| Parameter | Value |
| Trust Name | Caldwell 2023 Carried Interest GRAT |
| Grantor | Jonathan R. Caldwell |
| Grantor SSN (last four) | XXX-XX-4781 |
| Grantor Date of Birth | March 14, 1956 |
| Grantor Age at Funding | 67 |
| Trustee (during annuity term) | Jonathan R. Caldwell |
| Remainder Beneficiary | Caldwell Family Dynasty Trust |
| Trust Situs / Governing Law | New York |
| Date of Trust Agreement | June 1, 2023 |
| Date of Funding | June 1, 2023 |
| Applicable § 7520 Rate (May 2023) | 5.0% |
| GRAT Term | 3 years |
| Annuity Type | Fixed annuity (zeroed-out under IRC § 2702) |
| Corpus at Funding (Pre-discount FMV) | $38,000,000 |
| Corpus at Funding (Post-discount FMV for Gift Tax) | $25,300,000 |
| Annual Annuity Payment | $13,953,759 |
| Total Annuity Payments over Term | $41,861,277 |
| Taxable Gift Value | $0 (zeroed-out) |
| Prepared by | Sylvia Hartwell, Calderwood & Harkness LLP |
| C&H Matter No. | 1034-00004 |
| C&H Billing Code | 78412-JRC |
[sheet: Funded Property Detail]
| Interest Description | Fund / Entity | Vintage Year | Interest Type | Pre-discount FMV | Applicable discount | Discount Category | Post-discount FMV |
| LP Interest in Caldwell Ridgeline Fund IV LP | Caldwell Ridgeline Fund IV LP (Delaware LP) | 2015 | Limited Partnership Interest | $12,000,000 | 35% | Combined lack-of-marketability and minority interest discount | $7,800,000 |
| LP Interest in Caldwell Ridgeline Fund V LP | Caldwell Ridgeline Fund V LP (Delaware LP) | 2018 | Limited Partnership Interest | $14,000,000 | 35% | Combined lack-of-marketability and minority interest discount | $9,100,000 |
| Carried Interest in Caldwell Ridgeline Fund VI LP | Caldwell Ridgeline Fund VI LP (Delaware LP) | 2021 | Carried Interest Position | $12,000,000 | 30% | Carried interest discount (lack of marketability) | $8,400,000 |
| TOTAL | $38,000,000 | 33.4% (blended) | $25,300,000 |
[sheet: Annuity Calculation]
| Line Item | Value | Reference / Notes |
| A. Corpus Fair Market Value (pre-discount, for annuity computation) | $38,000,000 | Total FMV of contributed LP interests and carried interest per Ashford Valuation Group LLC appraisal (Dr. Leonard K. Whitfield, ASA) |
| B. Applicable § 7520 Rate | 5.0% | May 2023 rate per IRS Rev. Rul. 2023-09 |
| C. GRAT Term (years) | 3 | Annuity payments due annually on each anniversary of funding date |
| D. Grantor Age at Funding | 67 | Jonathan R. Caldwell (DOB: March 14, 1956) |
| E. Annuity Factor (3-year term at 5.0%) | 2.723248 | Present value of $1 annuity for 3 years at 5.0%, per IRS Table B |
| F. Required Annuity (zeroed-out) | $13,953,759 | = A / E = $38,000,000 / 2.723248 |
| G. Present Value of Annuity Stream | $38,000,000 | = F × E (confirms zero remainder gift value) |
| H. Remainder Interest Value (taxable gift) | $0 | = A – G = $38,000,000 – $38,000,000 |
| I. Post-discount FMV (for gift tax reporting) | $25,300,000 | Reported on Form 709 Schedule A; discounted values per Ashford appraisal |
| J. Gift Tax Value of Transferred Interest | $0 | Zeroed-out GRAT — no taxable gift |
[sheet: Annuity Payment Schedule]
| Payment No. | Payment Due Date | Beginning-of-Year Corpus Value | Hypothetical Growth at 5.0% § 7520 Rate | Pre-Payment Corpus Value | Annuity Payment to Grantor | End-of-Year Corpus Value | Cumulative Annuity Payments to Date | Notes |
| 1 | June 1, 2024 | $38,000,000 | $1,900,000 | $39,900,000 | $13,953,759 | $25,946,241 | $13,953,759 | First annuity payment; payment may be made in cash or in-kind (substitute assets at FMV) |
| 2 | June 1, 2025 | $25,946,241 | $1,297,312 | $27,243,553 | $13,953,759 | $13,289,794 | $27,907,518 | Second annuity payment |
| 3 | June 1, 2026 | $13,289,794 | $664,490 | $13,954,284 | $13,953,759 | $525 | $41,861,277 | Final annuity payment; remainder (if any excess above § 7520 rate) passes to Caldwell Family Dynasty Trust |
| TOTAL | $3,861,802 | $41,861,277 | $41,861,277 | Note: Actual corpus performance will differ from the hypothetical § 7520 rate — any excess growth above the 5.0% hurdle passes gift- and estate-tax-free to the Caldwell Family Dynasty Trust at termination |
[sheet: Payment Instructions]
| Item | Detail |
| Payee | Jonathan R. Caldwell (Grantor), 418 East 72nd Street, Apt. 14A, New York, NY 10021 |
| Trustee (during annuity term) | Jonathan R. Caldwell (serving as Trustee of the Caldwell 2023 Carried Interest GRAT) |
| Payment Method | Annuity may be satisfied in cash or by distribution of trust assets in kind at then-current fair market value |
| In-Kind Payment Valuation | If payment is made in kind, assets distributed must be valued at fair market value as of the date of distribution; an independent appraisal by Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA) may be required for non-publicly-traded assets |
| Payment Timing | Annuity payments are due on or before each anniversary date; failure to make timely payment may result in disqualification of the GRAT under IRC § 2702 |
| Substitute Asset Authority | Grantor (as trustee) retains the power to substitute assets of equivalent value under IRC § 675(4)(C), maintaining grantor trust status |
| Mortality Contingency | If Jonathan R. Caldwell dies during the GRAT term, the remaining trust corpus is included in his gross estate under IRC § 2036; annuity payments cease |
| Tax Reporting | GRAT is a grantor trust for income tax purposes — all income, gains, and losses reportable on Grantor's individual return (coordinated with Strathmore Corporation & Greaves LLP, Martin J. Prescott, CPA) |
| Gift Tax Reporting | GRAT C funding reported on 2023 Form 709 as zeroed-out transfer; no taxable gift. Gift tax return prepared by Calderwood & Harkness LLP (Sylvia Hartwell) in coordination with Strathmore Corporation & Greaves LLP |
| Remainder Beneficiary | Caldwell Family Dynasty Trust (Delaware situs; Northgate Trust Company of Delaware, institutional co-trustee; Thomas R. Caldwell, family co-trustee) |
| Remainder Distribution | Upon final annuity payment on June 1, 2026, any excess corpus (appreciation above the 5.0% § 7520 hurdle rate) passes to the Caldwell Family Dynasty Trust free of gift and estate tax |
| GST Exemption | GST exemption cannot be allocated to GRAT remainder interest during the GRAT term (ETIP rules); allocation will be made upon termination and distribution to Dynasty Trust |
| Trust Agreement Reference | Caldwell 2023 Carried Interest GRAT Trust Agreement, dated June 1, 2023 |
| Assignment Reference | Assignment of Caldwell Ridgeline Capital LP Interests and Carried Interest to GRAT C, dated June 1, 2023 |
| Appraisal Reference | Ashford Valuation Group LLC appraisal reports received June 15, 2023 |
| Counsel | Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, NY 10152 (Victoria Chambers, Responsible Partner; Sylvia Hartwell, Tax Specialist) |
| Accountants / Tax Advisors | Strathmore Corporation & Greaves LLP, 600 Third Avenue, 28th Floor, New York, NY 10016 (Martin J. Prescott, CPA) |
| Financial Advisor | Havensbrook Wealth Advisors LLC, 900 Third Avenue, 18th Floor, New York, NY 10022 (Diana R. Linden, CFP®) |
| Fund Contact (for transfer/consent) | Caldwell Ridgeline Capital LLC, 280 Park Avenue, 35th Floor, New York, NY 10017 (Gregory S. Fenton, CFO) |