letter-prnp-membership-interest-request.docx

1035-00005 · Marguerite Delp · Correspondence/External

letter-prnp-membership-interest-request.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-4200 Facsimile: (213) 555-4201 www.calderwoodharkness.com

November 1, 2022

VIA CERTIFIED MAIL — RETURN RECEIPT REQUESTED AND VIA ELECTRONIC MAIL (v.sandoval@pacificrimnarrative.com)

Mr. Victor Sandoval Managing Member Pacific Rim Narrative Partners LLC 8455 Beverly Boulevard, Suite 310 Los Angeles, California 90048

Re: Estate of Teodoro R. Fonseca, Deceased — Membership Interest in Pacific Rim Narrative Partners LLC Los Angeles County Superior Court Case No. 22STPB09714 Calderwood & Harkness LLP Matter No. 1035-00005

Dear Mr. Sandoval:

I am an associate at Calderwood & Harkness LLP, and I write on behalf of the firm in connection with the above-referenced matter. This firm represents Marguerite D. Fonseca, the surviving spouse of Teodoro R. Fonseca, who passed away on September 3, 2022. Mrs. Fonseca filed a Petition for Letters of Administration with Will Annexed in the Los Angeles County Superior Court on October 5, 2022, which was assigned Case No. 22STPB09714 and is currently pending before that court. After a thorough and diligent search, no valid last will and testament, revocable living trust, or other testamentary instrument executed by Mr. Fonseca has been located, and Mr. Fonseca is accordingly deemed to have died intestate under California law. Mrs. Fonseca is the petitioner seeking appointment as administrator of the estate in the probate proceeding.

The purpose of this letter is to request certain information and documentation from Pacific Rim Narrative Partners LLC ("the Company" or "PRNP") regarding the decedent's membership interest in the Company in connection with the administration of Mr. Fonseca's estate. As set forth more fully below, the estate requires this information for purposes of asset identification, inventory, appraisal, valuation, tax compliance, and the overall orderly administration of the probate proceeding. We respectfully request your prompt cooperation with the requests contained herein.

I. Identification of the Decedent's Membership Interest

Based on a review of the decedent's personal and business files, records obtained from his financial advisors, and other information available to us, it is our understanding that Teodoro R. Fonseca held a thirty-five percent (35%) membership interest in Pacific Rim Narrative Partners LLC. We understand that the Company is a California limited liability company that was organized and formed in 2015, with the California Secretary of State under Filing No. 201518720492. The Company operates as a media investment fund focused on narrative entertainment properties and related media ventures. It is further our understanding that the Company currently has approximately seventy-eight million five hundred thousand dollars ($78,500,000) in assets under management across its various fund portfolios and investment vehicles.

We respectfully request that you confirm, in writing, the nature, percentage, and current status of the decedent's membership interest as of the date of his death on September 3, 2022. Specifically, we ask that you confirm whether the decedent's interest was a general membership interest, a preferred membership interest, or some other class or category of interest, and that you identify any and all liens, encumbrances, pledges, security interests, options, rights of first refusal, or other restrictions on the transfer, assignment, or disposition of the decedent's interest that may exist as of the date of death or as of the date of this letter.

II. Specific Information and Document Requests

In order to facilitate the proper administration of the estate, including the preparation of an accurate inventory and appraisal of estate assets as required by California Probate Code sections 8800 et seq., we request the following specific information and documentation. We have organized these requests by subject matter for your convenience.

1. Confirmation of Membership Interest

We request a written confirmation of the decedent's thirty-five percent (35%) membership interest in PRNP, including, without limitation, the following specific items of information:

(a) The date upon which the decedent initially acquired his membership interest in the Company;

(b) The form and amount of all capital contributions made by the decedent to the Company, whether in cash, property, services, or any other form, from the date of formation through the date of death on September 3, 2022;

(c) The current percentage interest held by the decedent as of September 3, 2022, including a statement as to whether the decedent's percentage interest had been diluted, adjusted, or otherwise modified at any time from the date of acquisition through the date of death; and

(d) Confirmation of whether the decedent's interest was fully vested as of the date of death, or whether any portion of the interest was subject to vesting schedules, forfeiture provisions, or conditions precedent.

2. Operating Agreement

We request a complete and accurate copy of the current operating agreement of Pacific Rim Narrative Partners LLC, together with all amendments, restatements, supplements, side letters, letter agreements, or other documents that modify, supplement, or otherwise affect the terms of the operating agreement. To the extent that Mr. Fonseca was a party to, or the subject of, any side letters, supplemental agreements, or individual arrangements with the Company or its members, we request copies of those documents as well.

We are particularly interested in, and specifically request that you identify and produce, any provisions of the operating agreement or related documents that govern:

(a) The transfer of membership interests upon the death of a member, including any provisions that address the substitution of a deceased member's successor, assignee, heir, or personal representative;

(b) Buy-sell provisions, cross-purchase agreements, or entity redemption provisions triggered by the death of a member;

(c) Rights of first refusal, rights of first offer, or tag-along or drag-along rights that may be implicated by the death of Mr. Fonseca or by the subsequent transfer of his interest through the probate process;

(d) Forced sale clauses, mandatory redemption provisions, or put/call options that may be activated upon the death of a member or the appointment of a personal representative;

(e) Any provisions that address the valuation of a deceased member's interest, including valuation methodologies, selection of appraisers, and dispute resolution mechanisms related to valuation; and

(f) Any restrictions on the ability of the estate, its personal representative, or the decedent's heirs or beneficiaries to participate in the management or governance of the Company or to exercise the voting or consent rights associated with the decedent's membership interest.

3. Capital Account Statements

We request copies of all capital account statements, account summaries, and related periodic reports for the decedent's membership interest in the Company, covering the entire period from the date of the Company's formation in 2015 through September 3, 2022, the date of Mr. Fonseca's death. These statements should reflect all capital contributions, allocations of income, gain, loss, deduction, and credit, distributions, and any other adjustments to the decedent's capital account during the relevant period.

In addition, we request a statement reflecting the decedent's capital account balance as of September 3, 2022, the date of death, or, if a statement as of that precise date is not available, the most recent capital account balance available together with a detailed reconciliation of all activity between the date of the last available statement and the date of death.

4. Distribution History

We request a complete and detailed record of all distributions made to Teodoro R. Fonseca from Pacific Rim Narrative Partners LLC from the date of the Company's formation in 2015 through September 3, 2022, the date of death. For each distribution, we request the following information:

(a) The date of the distribution;

(b) The gross amount of the distribution;

(d) The characterization of the distribution, including whether the distribution was classified as a return of capital, an operating distribution, a profit distribution, a guaranteed payment, a tax distribution, a special distribution, or any other category; and

(e) The method by which the distribution was paid (e.g., wire transfer, check, in-kind distribution of property).

5. Financial Statements and Valuation Information

In order to support the estate's appraisal and valuation efforts, we request the following financial information regarding the Company:

(a) The most recent audited financial statements of Pacific Rim Narrative Partners LLC, including the balance sheet, income statement, statement of changes in members' capital, statement of cash flows, and all accompanying notes, schedules, and the independent auditor's report. If audited financial statements are not available, we request the most recent unaudited financial statements, together with any compilation or review reports prepared by the Company's accountants;

(b) Written confirmation of the Company's current assets under management, which we understand to be approximately seventy-eight million five hundred thousand dollars ($78,500,000), together with a breakdown of such assets by asset class, fund, or portfolio, as applicable;

(c) Copies of any internal valuations, fair market value determinations, net asset value calculations, or third-party appraisals of the Company, the Company's assets, or any individual membership interests that have been prepared, commissioned, or obtained within the past three (3) years, whether for purposes of financial reporting, tax compliance, potential transactions, regulatory filings, or any other purpose; and

(d) A current schedule of fund investments and portfolio holdings as of the most recent available date, including, for each investment, the name of the investee entity or project, the date of acquisition, the amount of the initial investment, the current carrying value or estimated fair market value, and the status of the investment (e.g., active, realized, written off, or in the process of disposition).

6. Tax Documentation

We request the following tax-related documentation pertaining to the decedent's membership interest:

(a) Copies of all Schedule K-1s (IRS Form 1065, U.S. Return of Partnership Income) issued to Teodoro R. Fonseca for tax years 2019, 2020, and 2021;

(b) Any partial-year or final Schedule K-1 for the tax year 2022 covering the period from January 1, 2022 through September 3, 2022, or, if such K-1 has not yet been prepared, confirmation of the expected date of its preparation and issuance;

(d) Copies of any tax-related correspondence between the Company and the decedent, including tax elections, consent forms, tax notices, estimated tax payment schedules, and any correspondence relating to IRS or California Franchise Tax Board examinations or inquiries involving the Company.

7. Pending or Contemplated Transactions

Finally, we request information regarding any pending or contemplated transactions, events, or developments that may affect the value, status, or disposition of the decedent's membership interest, including, without limitation:

(a) Any pending or anticipated capital calls that have been or may be issued to the members, including the decedent's estate;

(b) Any pending or contemplated redemptions, buybacks, or withdrawals of membership interests;

(d) Any pending or contemplated material acquisitions, dispositions, or restructurings of fund assets or investments;

(e) Any pending or contemplated changes to the Company's organizational structure, management, or governance, including the admission or withdrawal of members;

(f) Any pending litigation, arbitration, administrative proceedings, or threatened claims involving the Company; and

(g) Any other material changes to the Company's operations, financial condition, or business activities that could reasonably be expected to affect the value of the decedent's membership interest.

III. Legal Authority and Basis for Request

Mrs. Fonseca, as the petitioner for letters of administration and as the surviving spouse of the decedent, has a direct and substantial interest in identifying, marshaling, and preserving all assets of the decedent's estate. Under the California Probate Code, the personal representative of a decedent's estate has both the right and the duty to take possession of, protect, and preserve all real and personal property of the decedent, and to administer such property in accordance with the requirements of law. See Cal. Prob. Code §§ 8402, 8404, 9650. The personal representative is further required to file an inventory and appraisal of all estate assets within the time prescribed by the court. See Cal. Prob. Code §§ 8800–8804.

The decedent's thirty-five percent (35%) membership interest in Pacific Rim Narrative Partners LLC constitutes a significant and material asset of the estate. The information and documentation requested herein are necessary for the accurate inventory, valuation, and administration of this asset, including the engagement of the estate's duly appointed appraiser. In this regard, please be advised that Pinnacle West Appraisal Group LLC has been retained by the estate to appraise the decedent's interests in media-related entities and investment vehicles, including his interest in PRNP. The engagement is being led by Dr. Sandra Fujimoto, ASA, CVA, a credentialed appraiser with extensive experience in the valuation of closely held business interests and media investment funds. Dr. Fujimoto will require access to certain of the financial and operational information described above in order to complete her appraisal in a timely manner.

Additionally, please be advised that Ridgeway Accounting Partners LLP has been engaged as the estate accountant for purposes of estate tax filings, income tax compliance, and financial reconciliation. Dennis Chua, CPA, of that firm, will serve as the lead accountant on the engagement and will similarly require access to the Company's financial records and tax documentation pertaining to the decedent's membership interest. We anticipate that Mr. Chua or his staff may contact you or the Company's accountants directly in the near future to coordinate the exchange of tax-related information, and we ask for your cooperation in facilitating that process.

IV. Preservation Notice

We hereby request that Pacific Rim Narrative Partners LLC, and its officers, managers, members, employees, agents, accountants, attorneys, and representatives, preserve and maintain all records, correspondence, financial statements, account statements, tax documents, communications (whether in written, electronic, or any other form), and any other documents or information of any kind that relate, directly or indirectly, to the decedent's membership interest in the Company, the decedent's capital account, the decedent's distributions, the decedent's capital contributions, or the decedent's participation in the business and affairs of the Company. This preservation obligation extends to all such materials regardless of format, including electronic mail, text messages, instant messages, memoranda, meeting minutes, resolutions, spreadsheets, databases, and any other electronically stored information.

We further request that no distributions, redemptions, transfers, assignments, encumbrances, or other transactions affecting the decedent's membership interest be processed, executed, or consummated without prior written notice to Calderwood & Harkness LLP at the address set forth above. Any such transaction undertaken without notice to this firm and without the consent of the estate's personal representative may be subject to challenge in the pending probate proceeding.

Please be advised that the estate of Teodoro R. Fonseca is currently the subject of a contested probate proceeding in the Los Angeles County Superior Court. Given the contested nature of the proceeding, the preservation of all relevant information, records, and documentation pertaining to the decedent's interest in the Company is of the utmost importance. We trust that the Company and its representatives will take all necessary steps to ensure the integrity and preservation of these materials.

V. Response Deadline and Contact Information

We respectfully request that you provide a complete written response to the requests set forth in this letter within twenty (20) business days of the date hereof, which would be on or before November 29, 2022. If you are unable to provide a complete response within this timeframe, we ask that you contact us promptly to discuss the status of your response and to establish a reasonable alternative schedule for the production of the requested information and documents.

If you have any questions regarding this letter or the requests contained herein, or if you wish to discuss any aspect of this matter, please do not hesitate to contact me directly:

Elliot Nguyen Calderwood & Harkness LLP 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-4218

Email: e.nguyen@calderwoodharkness.com

Alternatively, you may contact the responsible partner on this matter:

Howard Quinn Calderwood & Harkness LLP 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-4205

Email: h.quinn@calderwoodharkness.com

VI. Confidentiality

Please be advised that this letter, and all information exchanged in connection with it, relates to pending probate proceedings in the Los Angeles County Superior Court and should be treated as confidential. We ask that you limit the dissemination of this letter and any responsive materials to those individuals within the Company and its professional advisors who have a need to know in order to comply with the requests set forth herein. We are prepared to discuss and enter into an appropriate confidentiality agreement or protective order if the Company so requests.

We appreciate your prompt attention to this matter and your cooperation in providing the information and documentation necessary for the orderly administration of the estate of Teodoro R. Fonseca. We recognize that some of the requested information may be proprietary or sensitive in nature, and we are committed to handling all responsive materials with appropriate care and discretion.

Please be further advised that the estate reserves all rights to make additional requests for information and documentation as the administration of the estate proceeds and as circumstances may warrant. This letter is not intended to be, and should not be construed as, an exhaustive or final statement of the estate's information needs. We anticipate that additional requests may be necessary as the inventory, appraisal, and administration process unfolds.

We look forward to receiving your timely response.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Elliot Nguyen Associate 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-4218

Email: e.nguyen@calderwoodharkness.com

cc: Marguerite D. Fonseca (via first-class mail and electronic mail) Howard Quinn, Calderwood & Harkness LLP (via internal delivery) Patricia Dunmore, Calderwood & Harkness LLP (via internal delivery) Grace Nakamura, Calderwood & Harkness LLP (via internal delivery)

Enclosures: None

CALDERWOOD & HARKNESS LLP Attorneys at Law 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-4200 Facsimile: (213) 555-4201 www.calderwoodharkness.com
November 1, 2022
VIA CERTIFIED MAIL — RETURN RECEIPT REQUESTED AND VIA ELECTRONIC MAIL (v.sandoval@pacificrimnarrative.com)
Mr. Victor Sandoval Managing Member Pacific Rim Narrative Partners LLC 8455 Beverly Boulevard, Suite 310 Los Angeles, California 90048
Re: Estate of Teodoro R. Fonseca, Deceased — Membership Interest in Pacific Rim Narrative Partners LLC Los Angeles County Superior Court Case No. 22STPB09714 Calderwood & Harkness LLP Matter No. 1035-00005
Dear Mr. Sandoval:
I am an associate at Calderwood & Harkness LLP, and I write on behalf of the firm in connection with the above-referenced matter. This firm represents Marguerite D. Fonseca, the surviving spouse of Teodoro R. Fonseca, who passed away on September 3, 2022. Mrs. Fonseca filed a Petition for Letters of Administration with Will Annexed in the Los Angeles County Superior Court on October 5, 2022, which was assigned Case No. 22STPB09714 and is currently pending before that court. After a thorough and diligent search, no valid last will and testament, revocable living trust, or other testamentary instrument executed by Mr. Fonseca has been located, and Mr. Fonseca is accordingly deemed to have died intestate under California law. Mrs. Fonseca is the petitioner seeking appointment as administrator of the estate in the probate proceeding.
The purpose of this letter is to request certain information and documentation from Pacific Rim Narrative Partners LLC ("the Company" or "PRNP") regarding the decedent's membership interest in the Company in connection with the administration of Mr. Fonseca's estate. As set forth more fully below, the estate requires this information for purposes of asset identification, inventory, appraisal, valuation, tax compliance, and the overall orderly administration of the probate proceeding. We respectfully request your prompt cooperation with the requests contained herein.
I. Identification of the Decedent's Membership Interest
Based on a review of the decedent's personal and business files, records obtained from his financial advisors, and other information available to us, it is our understanding that Teodoro R. Fonseca held a thirty-five percent (35%) membership interest in Pacific Rim Narrative Partners LLC. We understand that the Company is a California limited liability company that was organized and formed in 2015, with the California Secretary of State under Filing No. 201518720492. The Company operates as a media investment fund focused on narrative entertainment properties and related media ventures. It is further our understanding that the Company currently has approximately seventy-eight million five hundred thousand dollars ($78,500,000) in assets under management across its various fund portfolios and investment vehicles.
We respectfully request that you confirm, in writing, the nature, percentage, and current status of the decedent's membership interest as of the date of his death on September 3, 2022. Specifically, we ask that you confirm whether the decedent's interest was a general membership interest, a preferred membership interest, or some other class or category of interest, and that you identify any and all liens, encumbrances, pledges, security interests, options, rights of first refusal, or other restrictions on the transfer, assignment, or disposition of the decedent's interest that may exist as of the date of death or as of the date of this letter.
II. Specific Information and Document Requests
In order to facilitate the proper administration of the estate, including the preparation of an accurate inventory and appraisal of estate assets as required by California Probate Code sections 8800 et seq., we request the following specific information and documentation. We have organized these requests by subject matter for your convenience.
1. Confirmation of Membership Interest
We request a written confirmation of the decedent's thirty-five percent (35%) membership interest in PRNP, including, without limitation, the following specific items of information:
(a) The date upon which the decedent initially acquired his membership interest in the Company;
(b) The form and amount of all capital contributions made by the decedent to the Company, whether in cash, property, services, or any other form, from the date of formation through the date of death on September 3, 2022;
(c) The current percentage interest held by the decedent as of September 3, 2022, including a statement as to whether the decedent's percentage interest had been diluted, adjusted, or otherwise modified at any time from the date of acquisition through the date of death; and
(d) Confirmation of whether the decedent's interest was fully vested as of the date of death, or whether any portion of the interest was subject to vesting schedules, forfeiture provisions, or conditions precedent.
2. Operating Agreement
We request a complete and accurate copy of the current operating agreement of Pacific Rim Narrative Partners LLC, together with all amendments, restatements, supplements, side letters, letter agreements, or other documents that modify, supplement, or otherwise affect the terms of the operating agreement. To the extent that Mr. Fonseca was a party to, or the subject of, any side letters, supplemental agreements, or individual arrangements with the Company or its members, we request copies of those documents as well.
We are particularly interested in, and specifically request that you identify and produce, any provisions of the operating agreement or related documents that govern:
(a) The transfer of membership interests upon the death of a member, including any provisions that address the substitution of a deceased member's successor, assignee, heir, or personal representative;
(b) Buy-sell provisions, cross-purchase agreements, or entity redemption provisions triggered by the death of a member;
(c) Rights of first refusal, rights of first offer, or tag-along or drag-along rights that may be implicated by the death of Mr. Fonseca or by the subsequent transfer of his interest through the probate process;
(d) Forced sale clauses, mandatory redemption provisions, or put/call options that may be activated upon the death of a member or the appointment of a personal representative;
(e) Any provisions that address the valuation of a deceased member's interest, including valuation methodologies, selection of appraisers, and dispute resolution mechanisms related to valuation; and
(f) Any restrictions on the ability of the estate, its personal representative, or the decedent's heirs or beneficiaries to participate in the management or governance of the Company or to exercise the voting or consent rights associated with the decedent's membership interest.
3. Capital Account Statements
We request copies of all capital account statements, account summaries, and related periodic reports for the decedent's membership interest in the Company, covering the entire period from the date of the Company's formation in 2015 through September 3, 2022, the date of Mr. Fonseca's death. These statements should reflect all capital contributions, allocations of income, gain, loss, deduction, and credit, distributions, and any other adjustments to the decedent's capital account during the relevant period.
In addition, we request a statement reflecting the decedent's capital account balance as of September 3, 2022, the date of death, or, if a statement as of that precise date is not available, the most recent capital account balance available together with a detailed reconciliation of all activity between the date of the last available statement and the date of death.
4. Distribution History
We request a complete and detailed record of all distributions made to Teodoro R. Fonseca from Pacific Rim Narrative Partners LLC from the date of the Company's formation in 2015 through September 3, 2022, the date of death. For each distribution, we request the following information:
(a) The date of the distribution;
(b) The gross amount of the distribution;
(c) The net amount of the distribution, if different from the gross amount due to withholding or other deductions;
(d) The characterization of the distribution, including whether the distribution was classified as a return of capital, an operating distribution, a profit distribution, a guaranteed payment, a tax distribution, a special distribution, or any other category; and
(e) The method by which the distribution was paid (e.g., wire transfer, check, in-kind distribution of property).
5. Financial Statements and Valuation Information
In order to support the estate's appraisal and valuation efforts, we request the following financial information regarding the Company:
(a) The most recent audited financial statements of Pacific Rim Narrative Partners LLC, including the balance sheet, income statement, statement of changes in members' capital, statement of cash flows, and all accompanying notes, schedules, and the independent auditor's report. If audited financial statements are not available, we request the most recent unaudited financial statements, together with any compilation or review reports prepared by the Company's accountants;
(b) Written confirmation of the Company's current assets under management, which we understand to be approximately seventy-eight million five hundred thousand dollars ($78,500,000), together with a breakdown of such assets by asset class, fund, or portfolio, as applicable;
(c) Copies of any internal valuations, fair market value determinations, net asset value calculations, or third-party appraisals of the Company, the Company's assets, or any individual membership interests that have been prepared, commissioned, or obtained within the past three (3) years, whether for purposes of financial reporting, tax compliance, potential transactions, regulatory filings, or any other purpose; and
(d) A current schedule of fund investments and portfolio holdings as of the most recent available date, including, for each investment, the name of the investee entity or project, the date of acquisition, the amount of the initial investment, the current carrying value or estimated fair market value, and the status of the investment (e.g., active, realized, written off, or in the process of disposition).
6. Tax Documentation
We request the following tax-related documentation pertaining to the decedent's membership interest:
(a) Copies of all Schedule K-1s (IRS Form 1065, U.S. Return of Partnership Income) issued to Teodoro R. Fonseca for tax years 2019, 2020, and 2021;
(b) Any partial-year or final Schedule K-1 for the tax year 2022 covering the period from January 1, 2022 through September 3, 2022, or, if such K-1 has not yet been prepared, confirmation of the expected date of its preparation and issuance;
(c) Copies of any corresponding California Schedule K-1 forms (Form 568) for the same periods; and
(d) Copies of any tax-related correspondence between the Company and the decedent, including tax elections, consent forms, tax notices, estimated tax payment schedules, and any correspondence relating to IRS or California Franchise Tax Board examinations or inquiries involving the Company.
7. Pending or Contemplated Transactions
Finally, we request information regarding any pending or contemplated transactions, events, or developments that may affect the value, status, or disposition of the decedent's membership interest, including, without limitation:
(a) Any pending or anticipated capital calls that have been or may be issued to the members, including the decedent's estate;
(b) Any pending or contemplated redemptions, buybacks, or withdrawals of membership interests;
(c) Any pending or contemplated dissolution, winding up, or termination of the Company;
(d) Any pending or contemplated material acquisitions, dispositions, or restructurings of fund assets or investments;
(e) Any pending or contemplated changes to the Company's organizational structure, management, or governance, including the admission or withdrawal of members;
(f) Any pending litigation, arbitration, administrative proceedings, or threatened claims involving the Company; and
(g) Any other material changes to the Company's operations, financial condition, or business activities that could reasonably be expected to affect the value of the decedent's membership interest.
III. Legal Authority and Basis for Request
Mrs. Fonseca, as the petitioner for letters of administration and as the surviving spouse of the decedent, has a direct and substantial interest in identifying, marshaling, and preserving all assets of the decedent's estate. Under the California Probate Code, the personal representative of a decedent's estate has both the right and the duty to take possession of, protect, and preserve all real and personal property of the decedent, and to administer such property in accordance with the requirements of law. See Cal. Prob. Code §§ 8402, 8404, 9650. The personal representative is further required to file an inventory and appraisal of all estate assets within the time prescribed by the court. See Cal. Prob. Code §§ 8800–8804.
The decedent's thirty-five percent (35%) membership interest in Pacific Rim Narrative Partners LLC constitutes a significant and material asset of the estate. The information and documentation requested herein are necessary for the accurate inventory, valuation, and administration of this asset, including the engagement of the estate's duly appointed appraiser. In this regard, please be advised that Pinnacle West Appraisal Group LLC has been retained by the estate to appraise the decedent's interests in media-related entities and investment vehicles, including his interest in PRNP. The engagement is being led by Dr. Sandra Fujimoto, ASA, CVA, a credentialed appraiser with extensive experience in the valuation of closely held business interests and media investment funds. Dr. Fujimoto will require access to certain of the financial and operational information described above in order to complete her appraisal in a timely manner.
Additionally, please be advised that Ridgeway Accounting Partners LLP has been engaged as the estate accountant for purposes of estate tax filings, income tax compliance, and financial reconciliation. Dennis Chua, CPA, of that firm, will serve as the lead accountant on the engagement and will similarly require access to the Company's financial records and tax documentation pertaining to the decedent's membership interest. We anticipate that Mr. Chua or his staff may contact you or the Company's accountants directly in the near future to coordinate the exchange of tax-related information, and we ask for your cooperation in facilitating that process.
IV. Preservation Notice
We hereby request that Pacific Rim Narrative Partners LLC, and its officers, managers, members, employees, agents, accountants, attorneys, and representatives, preserve and maintain all records, correspondence, financial statements, account statements, tax documents, communications (whether in written, electronic, or any other form), and any other documents or information of any kind that relate, directly or indirectly, to the decedent's membership interest in the Company, the decedent's capital account, the decedent's distributions, the decedent's capital contributions, or the decedent's participation in the business and affairs of the Company. This preservation obligation extends to all such materials regardless of format, including electronic mail, text messages, instant messages, memoranda, meeting minutes, resolutions, spreadsheets, databases, and any other electronically stored information.
We further request that no distributions, redemptions, transfers, assignments, encumbrances, or other transactions affecting the decedent's membership interest be processed, executed, or consummated without prior written notice to Calderwood & Harkness LLP at the address set forth above. Any such transaction undertaken without notice to this firm and without the consent of the estate's personal representative may be subject to challenge in the pending probate proceeding.
Please be advised that the estate of Teodoro R. Fonseca is currently the subject of a contested probate proceeding in the Los Angeles County Superior Court. Given the contested nature of the proceeding, the preservation of all relevant information, records, and documentation pertaining to the decedent's interest in the Company is of the utmost importance. We trust that the Company and its representatives will take all necessary steps to ensure the integrity and preservation of these materials.
V. Response Deadline and Contact Information
We respectfully request that you provide a complete written response to the requests set forth in this letter within twenty (20) business days of the date hereof, which would be on or before November 29, 2022. If you are unable to provide a complete response within this timeframe, we ask that you contact us promptly to discuss the status of your response and to establish a reasonable alternative schedule for the production of the requested information and documents.
If you have any questions regarding this letter or the requests contained herein, or if you wish to discuss any aspect of this matter, please do not hesitate to contact me directly:
Elliot Nguyen Calderwood & Harkness LLP 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-4218
Email: e.nguyen@calderwoodharkness.com
Alternatively, you may contact the responsible partner on this matter:
Howard Quinn Calderwood & Harkness LLP 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-4205
Email: h.quinn@calderwoodharkness.com
VI. Confidentiality
Please be advised that this letter, and all information exchanged in connection with it, relates to pending probate proceedings in the Los Angeles County Superior Court and should be treated as confidential. We ask that you limit the dissemination of this letter and any responsive materials to those individuals within the Company and its professional advisors who have a need to know in order to comply with the requests set forth herein. We are prepared to discuss and enter into an appropriate confidentiality agreement or protective order if the Company so requests.
We appreciate your prompt attention to this matter and your cooperation in providing the information and documentation necessary for the orderly administration of the estate of Teodoro R. Fonseca. We recognize that some of the requested information may be proprietary or sensitive in nature, and we are committed to handling all responsive materials with appropriate care and discretion.
Please be further advised that the estate reserves all rights to make additional requests for information and documentation as the administration of the estate proceeds and as circumstances may warrant. This letter is not intended to be, and should not be construed as, an exhaustive or final statement of the estate's information needs. We anticipate that additional requests may be necessary as the inventory, appraisal, and administration process unfolds.
We look forward to receiving your timely response.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Elliot Nguyen Associate 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-4218
Email: e.nguyen@calderwoodharkness.com
cc: Marguerite D. Fonseca (via first-class mail and electronic mail) Howard Quinn, Calderwood & Harkness LLP (via internal delivery) Patricia Dunmore, Calderwood & Harkness LLP (via internal delivery) Grace Nakamura, Calderwood & Harkness LLP (via internal delivery)
Enclosures: None

CALDERWOOD & HARKNESS LLP

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