PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP INTERNAL MEMORANDUM
May 27, 2025
FROM: Leonard Cross, Responsible Partner, Tax — Calderwood & Harkness LLP
TO: Engagement Team:
Sylvia Hartwell, Billing Partner, Tax
Robert Jansen, Lead Associate, Tax
Garrett Simmons, Working Associate, Tax
cc: File — Matter No. 20250527-SDILP-PLR
RE: Client Communication Protocol — Solara Digital Infrastructure LP Private Letter Ruling Engagement (Cross-Border Fund-Platform Reorganization)
This memorandum establishes the communication protocols, points of contact, privilege guidelines, document-sharing procedures, and third-party communication rules governing the Calderwood & Harkness LLP engagement for the preparation and submission of a private letter ruling request on behalf of Solara Digital Infrastructure LP. All members of the engagement team are expected to adhere strictly to these protocols throughout the duration of the matter. Failure to observe these protocols may result in inadvertent waiver of privilege, disclosure of confidential client information, or breach of professional responsibility obligations. If any member of the team has questions about the application of these protocols to a particular circumstance, the question should be directed to me before any action is taken.
I. Engagement Overview and Context
Client. Solara Digital Infrastructure LP, a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801 (the "Client" or "Solara"). As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management across multiple fund vehicles investing in digital infrastructure, data center assets, fiber network platforms, and related technology infrastructure. Solara's general partner is Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN 82-4917365) (the "General Partner" or "GP"), which serves as the general partner of Solara and each of its affiliated fund vehicles.
Engagement Scope. Calderwood & Harkness LLP has been retained to prepare and submit a private letter ruling request (the "PLR Request" or "PLR") to the Internal Revenue Service, Office of the Associate Chief Counsel (International), seeking confirmation of the tax-free treatment of a multi-step cross-border reorganization of Solara's fund platform. The proposed reorganization involves the domestication and merger of Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure. The reorganization contemplates the formation of new Delaware entities, the contribution of assets and interests from existing offshore feeder vehicles into the domestic master fund structure, the dissolution of legacy Cayman and Luxembourg vehicles, and related steps designed to simplify the fund platform while preserving tax-free treatment for existing investors.
Engagement Administration. The key administrative details of this engagement are as follows:
• Engagement Number: 20250527-SDILP-PLR
• Engagement Letter Date: May 12, 2025, executed by Sylvia Hartwell on behalf of Calderwood & Harkness LLP and countersigned by Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP
• Matter Opened: May 27, 2025
• Fee Arrangement: Blended hourly rate of $1,175 per hour for all engagement team members; estimated total professional fees of $1.8 million to $2.4 million; estimated disbursements of $85,000 (including $38,000 for the IRS user fee associated with the PLR submission)
• Target PLR Submission Date: August 15, 2025
Key Milestone Dates. The following milestone dates have been established for the engagement. These dates are subject to revision based on the pace of client review, IRS scheduling, and other developments, but represent the current working timeline agreed upon with the client:
All members of the engagement team should familiarize themselves with these dates and plan their schedules accordingly. Robert Jansen is responsible for maintaining the engagement calendar and providing advance notice of approaching deadlines.
II. Points of Contact
Effective communication requires that all team members understand the designated points of contact on both the client side and the Calderwood & Harkness side, and that all communications are channeled through the appropriate individuals. Unsanctioned direct contact with client personnel, IRS personnel, or third-party advisors undermines our ability to manage privilege, maintain quality control, and ensure consistent messaging. The following designations govern for the duration of this engagement.
A. Client-Side Primary Contacts
1. Stefan Dalmqvist — Head of Tax, Solara Digital Infrastructure LP
Stefan Dalmqvist serves as the day-to-day point of contact for all substantive tax questions, data requests, factual confirmations, and coordination of internal Solara resources. All initial inquiries regarding tax positions adopted by Solara or its fund vehicles, financial data underlying the reorganization, provisions of the limited partnership agreements, side letter obligations, portfolio company information, historical entity classification elections, and related matters should be directed to Dalmqvist in the first instance. Dalmqvist has extensive familiarity with the existing fund structure, the proposed reorganization steps, and the investor base, and is best positioned to respond to factual inquiries efficiently. Dalmqvist's contact information is on file in the engagement directory.
2. Priya Narasimhan — General Counsel, Solara Digital Infrastructure LP
Priya Narasimhan is the senior client contact for engagement-level matters, including privilege issues, scope questions, conflicts matters, and approval of all external communications. As a threshold matter, Narasimhan must approve any draft document or communication that will be shared outside of Calderwood & Harkness and Solara, including but not limited to drafts sent to LPAC counsel (Whitfield, Carruthers & Doyle LLP), Cayman Islands counsel (Meridian Offshore Legal), Luxembourg counsel (Veldhuis & Gérard S.à r.l.), independent tax counsel to limited partners, and the IRS. All formal deliverables — including tax memoranda, PLR drafts, consent letters, and LP-facing communications — require Narasimhan's sign-off before transmission to any third party. In the event of any disagreement between Dalmqvist and the Calderwood & Harkness team regarding the direction or scope of the engagement, the matter should be escalated to Narasimhan.
3. Douglas Wexford — Chief Financial Officer, Solara Digital Infrastructure LP
Douglas Wexford serves as the primary contact for financial data verification, valuation matters, and coordination with Caldwell Pierce & Co. LLP (the independent accounting firm) and Redstone Advisory Group LLC (the valuation advisor). Wexford's involvement is specifically contemplated for the reconciliation of fair market value and tax basis schedules for all fund vehicles, aggregate liability figures (currently totaling approximately $1.34 billion across all fund vehicles), portfolio company financial data necessary for the PLR exhibits, and verification of the NAV-related information to be included in the PLR request. To the extent the engagement team requires financial schedules, tax return data, or valuation-related information, such requests should be coordinated through Wexford, with Dalmqvist copied as appropriate.
4. Viktor Raines — Managing Partner & Founder, Solara Digital Infrastructure LP; Manager of Solara Digital Infrastructure GP LLC
Viktor Raines will execute the penalties of perjury declaration required to accompany the PLR submission and will sign the IRS Form 2848 powers of attorney designating Leonard Cross and Sylvia Hartwell as authorized representatives. Raines's role in the engagement is limited to these sign-off and execution functions, and his involvement will occur at the direction of Priya Narasimhan. Day-to-day communications should not be directed to Raines without prior coordination with Narasimhan. This directive reflects the client's internal preference and should be respected at all times.
5. Meredith Tsao — Chief Operating Officer, Solara Digital Infrastructure LP
Meredith Tsao is the appropriate contact for operational questions regarding fund administration, coordination with Clarendon Fund Services Ltd. (the fund administrator), lender and credit facility matters related to the subscription facilities, and operational logistics associated with the transition to the new master fund structure. Tsao should be contacted as needed for operational and administrative matters but should not be engaged on substantive tax analysis questions. Tax-related inquiries should continue to be routed through Dalmqvist.
B. Calderwood & Harkness Primary Contacts
1. Leonard Cross — Responsible Partner, Tax; Washington, D.C. Office
I serve as the responsible partner on this engagement, operating out of the firm's Washington, D.C. office at 1900 K Street NW, Suite 1100, Washington, DC 20006. I have 28 years of experience in international tax, partnership tax, and fund formation matters, including extensive experience with private letter ruling requests involving cross-border reorganizations. I am responsible for all substantive tax positions taken in connection with the PLR request, all communications with the IRS (including the pre-submission conference and any post-submission correspondence), and final approval of all work product before it leaves the firm or is shared with the client. I serve as the primary point of contact with the client for strategic and high-level matters, and I am the designated escalation point for any unexpected issues that arise during the course of the engagement.
2. Robert Jansen — Lead Associate, Tax; Washington, D.C. Office
Robert Jansen serves as the lead associate on this engagement, with six years of experience in tax practice. Jansen will serve as the day-to-day contact with Stefan Dalmqvist for data requests, factual questions, and routine coordination. Jansen is the primary drafter of tax memoranda and the PLR request and will coordinate with Garrett Simmons on research and drafting assignments. Jansen is authorized to communicate directly with Dalmqvist on substantive matters within the scope of his assigned responsibilities, and with certain third-party advisors as described in this memorandum, subject to the applicable protocols.
3. Sylvia Hartwell — Billing Partner, Tax; New York Office
Sylvia Hartwell serves as the billing partner on this engagement, operating out of the firm's New York office at 600 Lexington Avenue, 38th Floor, New York, NY 10022. Hartwell has 24 years of experience in cross-border restructurings and investment fund taxation. In addition to handling all budget and billing inquiries, Hartwell will review substantive deliverables at the billing-partner level and provide a secondary review of all major work product before client circulation. All budget status communications should be directed through Hartwell. Hartwell is also my designated alternate for purposes of IRS communications and Form 2848 designation.
4. Garrett Simmons — Working Associate, Tax; New York Office
Garrett Simmons serves as the working associate on this engagement, with three years of experience in tax practice. Simmons will provide supporting research and drafting, maintain the privilege log and various tracking documents, and communicate with certain third-party advisors (specifically Caldwell Pierce & Co. LLP and Redstone Advisory Group LLC) as directed by Jansen. Simmons should not independently communicate with the client, LPAC counsel, or the IRS without prior approval from me or from Jansen. All external communications by Simmons must copy both me and Jansen.
C. Contact Protocol Summary Table
The following table summarizes the designated contacts for various categories of communications:
This table is intended as a reference guide. In the event of any ambiguity regarding the appropriate channel for a particular communication, the question should be directed to me before the communication is sent.
III. Privilege and Confidentiality Guidelines
The proper maintenance of attorney-client privilege, work product protection, and confidentiality is of paramount importance throughout this engagement. Given the complexity of the reorganization, the number of third-party advisors involved, the sensitivity of the IRS ruling process, and the significant number of limited partners who will receive information about the transaction, the risk of inadvertent privilege waiver is elevated. The following guidelines are mandatory.
A. Attorney-Client Privilege
All communications between Calderwood & Harkness and Solara regarding legal advice in connection with the PLR engagement are protected by the attorney-client privilege. This includes written and oral communications, including email correspondence, memoranda, telephone conversations, and in-person discussions, to the extent that such communications involve the provision of legal advice or information provided for the purpose of enabling Calderwood & Harkness to render legal advice.
The attorney-client privilege belongs to the client — Solara Digital Infrastructure LP and its affiliated fund vehicles — and not to Calderwood & Harkness. Accordingly, the decision to waive the privilege rests with the client. However, it is our professional obligation to take all reasonable steps to ensure that privilege is not inadvertently waived through our own actions or omissions.
The engagement team must take care to ensure that privilege is not inadvertently waived by:
(a) inclusion of non-privileged parties in communications containing legal advice, including forwarding privileged emails to third parties not covered by the privilege;
(b) dissemination of privileged legal advice in non-privileged contexts, such as including legal analysis in factual data requests sent to accountants, valuation advisors, or fund administrators;
(c) failure to mark documents appropriately with privilege legends; or
(d) discussing privileged matters in settings where the conversation may be overheard by third parties not within the scope of the privilege.
All emails, memoranda, and draft documents prepared by the engagement team in connection with this matter should bear the following legend, prominently displayed:
"PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE WITHOUT PRIOR APPROVAL"
B. Work Product Doctrine
Tax memoranda, research memoranda, PLR drafts, issue tracking logs, and internal analyses prepared by Calderwood & Harkness in anticipation of the IRS ruling proceeding are protected by the work product doctrine under Federal Rule of Civil Procedure 26(b)(3) and its analogues. This protection extends to both "opinion work product" (i.e., mental impressions, conclusions, opinions, and legal theories of the attorneys) and "fact work product" (i.e., factual compilations and analyses prepared in anticipation of litigation or proceedings).
Draft PLR requests, internal markups, and annotated versions of working documents — including, by way of example, any annotations I may make on PLR Draft v1.0 or subsequent drafts — constitute attorney work product and should be maintained in a manner that preserves the work product protection. Prior draft versions should not be destroyed but should be archived with appropriate labeling (see Section IV.C below regarding version control).
The work product protection is not absolute and may be overcome in certain circumstances by a showing of substantial need. Accordingly, the protection of this material should not be relied upon as a substitute for the exercise of sound judgment regarding what to commit to writing.
C. Tax Practitioner Privilege (IRC § 7525)
Section 7525 of the Internal Revenue Code extends a limited privilege to tax advice communications between a taxpayer and a "federally authorized tax practitioner" (i.e., attorneys, certified public accountants, enrolled agents, and enrolled actuaries). The engagement team should be aware, however, that the § 7525 privilege is subject to significant limitations that do not apply to the attorney-client privilege:
(a) The § 7525 privilege does not apply in criminal tax matters.
(b) The § 7525 privilege does not apply to written communications in connection with the promotion of, participation in, or the provision of tax advice regarding any "tax shelter" as defined in IRC § 6662(d)(2)(C)(ii).
(c) The § 7525 privilege may be asserted only in proceedings before the IRS and in federal court proceedings arising out of tax matters; it does not apply in state proceedings or non-tax federal proceedings.
The proposed reorganization is not a "tax shelter" within the meaning of the statute, and accordingly the § 7525 limitation regarding tax shelters should not be implicated. Nevertheless, the engagement team should be mindful that § 7525 is narrower than the attorney-client privilege in important respects and should structure communications to maximize attorney-client privilege protection where possible. In particular, communications with Caldwell Pierce & Co. LLP (as accountants rather than attorneys) should be carefully managed to avoid inadvertent reliance on § 7525 where attorney-client privilege would provide broader protection.
D. Privilege Log Maintenance
Garrett Simmons is responsible for maintaining the master privilege log for this engagement. The privilege log shall be maintained using the template previously established for this matter (Privilege Log Template, document in the matter file). All documents created or received in connection with the engagement — whether internal Calderwood & Harkness documents, communications with the client, or communications with third parties — should be catalogued in the privilege log with the following information:
(a) Unique document identification number;
(b) Date of the document or communication;
(c) Author or sender;
(d) Recipient(s) and any persons copied;
(e) Brief description of the subject matter (sufficient to support a privilege assertion without disclosing privileged content);
(f) Privilege type asserted (attorney-client privilege, work product — opinion, work product — fact, § 7525 tax practitioner privilege, common interest, or combination thereof); and
(g) Basis for the privilege assertion.
The privilege log should be updated on at least a weekly basis. Simmons should circulate an updated log to me and Jansen every Monday by 10:00 a.m. Eastern.
E. Common Interest / Joint Defense Considerations
Solara and its affiliated fund vehicles — including Fund IV LP, Fund IV-A Cayman, Fund IV-B Lux, Fund V LP, Fund V-A Cayman, Fund V-B Lux, and the General Partner — share a common legal interest in the outcome of the PLR request. Communications within the Solara family of entities are treated as intra-client communications for privilege purposes.
Communications with Whitfield, Carruthers & Doyle LLP, outside counsel to the LP Advisory Committee (LPAC), present a more nuanced privilege question. Such communications may be protected under the common interest doctrine to the extent that the LPAC and Solara share a common legal interest in securing a favorable PLR and the communications are made in furtherance of that common legal interest. However, this protection requires careful management. The common interest doctrine is not uniformly applied across jurisdictions, and some courts require the existence of a written common interest agreement as a predicate for the protection. Section VI below sets forth the specific protocols governing communications with LPAC counsel.
No common interest agreement or joint defense agreement is currently in place with Whitfield, Carruthers & Doyle or any other party. The decision to enter into any such agreement requires my approval and Priya Narasimhan's authorization on behalf of the client. No member of the engagement team should represent or imply to any third party that a common interest agreement exists absent such authorization.
F. Waiver Risk — Specific Cautions
The following specific cautions are directed to the engagement team:
(a) Lenders and Financial Institutions. Do not forward privileged tax analysis to non-privileged recipients, including lender contacts at Ashford National Bank, N.A. or Sentinel Capital Markets LLC, fund administrator contacts at Clarendon Fund Services Ltd., or insurance contacts at Hawkstone Specialty Insurance Co. without client approval from Priya Narasimhan and, where appropriate, the execution of a confidentiality agreement or common interest agreement.
(b) Accountants and Valuation Advisors. Do not include substantive legal analysis in communications addressed to Caldwell Pierce & Co. LLP or Redstone Advisory Group LLC without my prior approval and Narasimhan's concurrence. Communications with these parties should be limited to factual data requests, valuation parameters, and requests for financial information, and should not contain Calderwood & Harkness's legal analysis, PLR drafts, or tax memoranda.
(c) PLR Request — Post-Filing Status. The PLR request itself, once filed with the IRS, is not privileged as to the IRS. However, the PLR request remains privileged as to third parties and should not be disseminated outside of the attorney-client relationship. Note that private letter rulings are subject to potential disclosure under the Freedom of Information Act (with taxpayer-identifying information redacted pursuant to IRC § 6110), but this does not affect the privileged status of the underlying legal analysis, internal drafts, or communications between Calderwood & Harkness and the client.
(d) Social and Informal Settings. Members of the engagement team should not discuss the substance of the engagement in informal settings, including social events, conferences, or firm-wide gatherings, where non-team members or non-firm personnel may overhear the discussion.
IV. Document-Sharing Procedures
A. Encrypted File Transfer System
All document sharing between Calderwood & Harkness and Solara shall be conducted via encrypted file transfer using Calderwood & Harkness's secure file-sharing platform (currently the firm-approved SecureShare system). Engagement team members must not use personal email accounts, personal cloud storage services, consumer-grade file-sharing platforms (e.g., Larkspur Technologies, Hollowell Health IT), or any non-firm-approved cloud storage or collaboration tools for any engagement documents. The use of text messaging (SMS, Westmark Software, Meridian Services Inc., Signal, or similar messaging applications) to transmit substantive work product or privileged communications is prohibited.
Links to secure file rooms established for this engagement should include appropriate access controls. Access to the engagement file rooms should be limited to the named individuals identified in this protocol — specifically, on the Calderwood & Harkness side, the four members of the engagement team, and on the Solara side, the five individuals identified in Section II.A above. Additional access permissions require my approval.
B. Document Naming Convention
All documents created in connection with this engagement should follow the standardized matter naming convention:
[20250527-SDILP-PLR]-[DocumentType]-[Description]-[Version]-[Date]
The following examples illustrate the convention:
• 20250527-SDILP-PLR-TaxMemo-Section721a-v1-20250610
• 20250527-SDILP-PLR-PLRDraft-v2.0-20250625
• 20250527-SDILP-PLR-ResearchMemo-CTBElection-v1-20250603
• 20250527-SDILP-PLR-DataRequest-CaldwellPierce-01-20250530
• 20250527-SDILP-PLR-PrivilegeLog-v3-20250614
• 20250527-SDILP-PLR-LPConsentLetter-Draft-v1-20250701
Consistent adherence to this naming convention is essential for efficient document retrieval, version control, and privilege log maintenance.
C. Version Control
PLR request drafts are to be circulated in sequentially numbered versions (v1.0, v2.0, v3.0, v4.0, and ultimately the Execution Version) with tracked changes maintained between successive versions. Each version should be accompanied by a brief cover memorandum or email identifying the substantive changes from the prior version.
Internal review comments — including, by way of example, any annotations I provide on PLR Draft v1.0 or markups by Sylvia Hartwell — should be maintained as separate redline documents referencing the source draft version. These annotated documents are attorney work product and should be labeled accordingly.
Only the most current draft of any given document should be in active circulation at any given time. Prior versions should be clearly marked "SUPERSEDED — [Date Superseded]" in the filename and in the document header, and should be moved to the archive sub-folder within the document management system. Superseded versions should not be deleted; they should be retained for privilege log and file integrity purposes.
D. Secure Storage and Retention
All engagement files shall be maintained on Calderwood & Harkness's secure document management system in the designated matter workspace. The matter files should be organized in accordance with the following document index categories:
1. Engagement & Client Management (engagement letter, fee estimates, billing records, this communication protocol memorandum)
2. Tax Analysis Memoranda (research memoranda, issue analyses, tax position summaries)
3. PLR Request Drafting (all versions of the PLR request, exhibits, cover letters, transmittal letters)
4. IRS Procedural Documents (Forms 2848, penalties of perjury declarations, user fee submissions, IRS correspondence)
5. Entity Formation & Check-the-box (certificates of formation, operating agreements, Form 8832 elections)
6. Lender and Third-Party Consents (lender consent request letters, draft consent agreements, lender correspondence)
7. LP Communications and LPAC Process (LP consent solicitation letters, LP tax impact summaries, LPAC meeting minutes, LPAC counsel correspondence)
8. Valuation and Financial Support (Redstone Advisory engagement materials, valuation reports, Caldwell Pierce data, financial statements, K-1 schedules)
9. Internal Work Product (issue tracking logs, privilege logs, internal memoranda, research files)
Client-provided documents — including partnership agreements, tax returns, financial statements, K-1 schedules, CIMA registration documents, CSSF filings, and similar materials — should be stored in a separate sub-folder designated "Client Provided Materials" within the main matter workspace.
E. Physical Document Handling
To the extent that physical documents are created or received during the course of the engagement — including, by way of example, executed IRS Forms 2848 bearing original signatures, the penalties of perjury declaration signed by Viktor Raines, the original executed engagement letter, and any original certificates or filings received from state or foreign governmental authorities — such originals should be maintained in the Calderwood & Harkness Washington, D.C. office in my custody, in a secured filing location designated for this matter.
Copies of all physical documents should be scanned and uploaded to the document management system promptly upon receipt, and in no event later than one business day after receipt. The scanned copies should be stored in the appropriate sub-folder and catalogued in the privilege log where applicable.
V. Protocols for Communications with the IRS
A. General Rule — IRS Contact Exclusively Through Leonard Cross
All communications with the Internal Revenue Service — whether written, telephonic, or in person — must be initiated and managed exclusively by me (or by Sylvia Hartwell as my designee in the event of my unavailability). No other member of the engagement team may contact IRS personnel, including attorneys in the Office of the Associate Chief Counsel, revenue agents, IRS administrative staff, or any other IRS employee, without my prior written authorization. This restriction applies regardless of the nature of the communication, including administrative and procedural inquiries.
All IRS correspondence — whether initiated by Calderwood & Harkness or received from the IRS — must be reviewed by me before any response is prepared or submitted. Incoming IRS correspondence should be forwarded to me immediately upon receipt and should not be responded to without my direction.
B. Form 2848 — Power of Attorney
IRS Forms 2848 (Power of Attorney and Declaration of Representative) will be prepared and filed with the IRS designating the following individuals as authorized representatives:
• Leonard Cross, Calderwood & Harkness LLP
• Sylvia Hartwell, Calderwood & Harkness LLP
The Forms 2848 will cover representation of the following entities in connection with the PLR request:
The Forms 2848 are to be signed by Viktor Raines in his capacity as Managing Partner of Solara Digital Infrastructure GP LLC, acting on behalf of the General Partner of each fund vehicle. Robert Jansen is responsible for preparing the Forms 2848 for my review, and for coordinating with Priya Narasimhan to arrange for Raines's execution of the forms. The executed originals will be maintained in my custody in the D.C. office and copies will be uploaded to the document management system.
C. Pre-Submission Conference (July 22, 2025)
A pre-submission conference has been requested with the IRS Office of the Associate Chief Counsel (International), Branch 1 (CC:INTL Branch 1), with secondary jurisdiction noted for CC:PSI (Passthroughs and Special Industries). The conference is currently targeted for July 22, 2025, subject to IRS scheduling.
Calderwood & Harkness Attendees: Leonard Cross and Robert Jansen will attend the pre-submission conference on behalf of Calderwood & Harkness. No other Calderwood & Harkness personnel will attend without my prior authorization.
Client Attendees: Client attendance at the pre-submission conference is to be determined. Priya Narasimhan and Stefan Dalmqvist may attend at the client's election, subject to my recommendation. I will discuss the advisability of client attendance with Narasimhan and Dalmqvist in advance of the conference and will provide a recommendation based on the issues to be addressed and the expected dynamics of the conference.
Pre-Conference Preparation. Robert Jansen will prepare an internal Pre-Submission Conference Agenda and Talking Points memorandum for my review no later than July 15, 2025. This memorandum will outline the key rulings to be requested, anticipated IRS questions and concerns, proposed responses, areas of potential flexibility, and recommended strategy for the conference. The memorandum is attorney work product and should be marked accordingly.
Post-Conference Documentation. A Post-Conference Summary Memorandum will be prepared by Robert Jansen promptly following the conference — within two business days — and circulated to the full engagement team and to the client contacts (Narasimhan and Dalmqvist). The Post-Conference Summary Memorandum will document the substance of the IRS's questions and preliminary views, any action items identified, and any recommended modifications to the PLR request based on the conference.
D. PLR Submission (August 15, 2025)
The PLR request package will be submitted to the Internal Revenue Service at the following address:
Internal Revenue Service
Attn: CC:INTL
1111 Constitution Avenue NW Washington, DC 20224
The submission package will include the following components:
(a) PLR Request (Execution Version);
(b) Exhibits A through E, as identified in the PLR request;
(c) Executed Forms 2848 for all covered entities;
(d) Penalties of perjury declaration, signed by Viktor Raines;
(e) User fee payment confirmation (check or electronic payment confirmation for $38,000); and
(f) Formal transmittal letter addressed to the Associate Chief Counsel (International).
I will personally review and approve the final submission package before mailing or hand delivery. The method of delivery — whether by certified mail, private courier, or hand delivery to the IRS — will be determined closer to the submission date based on logistical considerations and IRS guidance in effect at that time. Regardless of delivery method, proof of delivery (certified mail receipt, courier confirmation, or hand-delivery receipt) must be obtained and maintained in the engagement files.
E. Post-Submission Correspondence
Following submission of the PLR request, the IRS may issue information requests, supplemental inquiries, requests for additional documentation, or scheduling notices for taxpayer conferences. All such post-submission correspondence will be managed by me, with support from Robert Jansen.
All incoming and outgoing IRS correspondence must be documented and logged in the Issue Tracking Log maintained for this engagement. Each entry should include the date of the communication, the identity of the IRS personnel involved, the subject matter, and the action items arising from the communication.
Any supplemental submissions to the IRS — whether in response to information requests or on our own initiative to clarify or supplement the PLR request — require client approval from Priya Narasimhan before filing. Jansen should prepare drafts of any supplemental submissions for my review, and I will coordinate with Narasimhan to obtain client sign-off before submission.
VI. Protocols for Communications with LPAC Counsel
A. Whitfield, Carruthers & Doyle LLP
Whitfield, Carruthers & Doyle LLP serves as outside counsel to the LP Advisory Committee (LPAC) of Fund IV and Fund V. The key contact at the firm is Diana Carruthers, Partner (Fund Formation & Tax), located at 200 South Biscayne Boulevard, Suite 4000, Miami, Florida 33131.
The role of LPAC counsel in this engagement is to review the proposed reorganization on behalf of the LPAC for LP consent purposes. LPAC counsel received preliminary consent from the LPAC — representing 78% of the interests in the applicable fund vehicles — at the April 22, 2025 LPAC meeting. The remaining LP consent process is ongoing, and LPAC counsel will review the PLR request and related materials as part of that process.
B. Communication Ground Rules
The following ground rules govern all communications with Diana Carruthers and Whitfield, Carruthers & Doyle LLP in connection with the PLR engagement:
(a) All communications with Carruthers or other personnel at Whitfield, Carruthers & Doyle regarding the PLR request should be channeled through me or Robert Jansen. Garrett Simmons should not independently communicate with LPAC counsel.
(b) PLR drafts to be shared with LPAC counsel must first be approved by Priya Narasimhan (on the client side) and by me (on the Calderwood & Harkness side). No PLR draft or Calderwood & Harkness work product should be transmitted to LPAC counsel without both approvals.
(c) PLR Draft v3.0 is the version currently targeted for circulation to LPAC counsel for their review, with a target circulation date of July 15, 2025. This timeline is subject to adjustment based on the progress of drafting and client review.
(d) LPAC comments received from Carruthers or Whitfield, Carruthers & Doyle will be documented in a formal LPAC Comment Summary and Response Memorandum, to be prepared by Robert Jansen. This memorandum will track each comment, our proposed response or modification, and the rationale for the response. The memorandum will be reviewed by me and shared with Narasimhan before any responses are communicated to LPAC counsel.
C. Privilege Considerations
Communications with LPAC counsel present unique privilege considerations. Whether such communications are privileged depends on the nature and purpose of the communication and the relationship between the parties. The common interest doctrine may apply to the extent that the LPAC and Solara share a common legal interest in the tax-free treatment of the reorganization — both the fund sponsor and the limited partners benefit from a favorable PLR — but this protection is not automatic and requires careful management.
The following guidelines apply:
(a) Avoid including Calderwood & Harkness internal analyses, work product, or draft memoranda in communications with LPAC counsel unless specifically authorized by me.
(b) Substantive communications with LPAC counsel should be structured to reflect the exchange of information in furtherance of the shared legal interest in the PLR outcome.
(c) All communications with LPAC counsel should be marked with the following legend: "CONFIDENTIAL — COMMON INTEREST COMMUNICATION — SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT PROTECTION."
(d) In the event that a written common interest agreement is determined to be advisable, I will prepare or supervise the preparation of such an agreement for Narasimhan's review and authorization.
VII. Protocols for Communications with Other Third-Party Advisors
A significant number of third-party advisors are involved in the reorganization or in matters that intersect with the PLR engagement. The following protocols govern communications with each such advisor. The overarching principle is that Calderwood & Harkness's internal tax analysis, PLR drafts, and legal memoranda should not be shared with any third-party advisor absent my express authorization and Priya Narasimhan's concurrence on the client side.
A. Bramhall & Quelwick LLP (Counsel to Nordhaven Sovereign Wealth Fund)
Key Contact: Jason Tremaine, Partner (International Tax), 44 Montgomery Street, Suite 3600, San Francisco, California 94104.
Role: Bramhall & Quelwick LLP is independent tax counsel retained by Nordhaven Sovereign Wealth Fund, a non-U.S. sovereign investor with a $380 million commitment in Fund IV-A Cayman and a $500 million commitment in Fund V-A Cayman. Bramhall & Quelwick is evaluating the U.S. withholding tax implications and income tax treaty implications of the proposed reorganization on behalf of Nordhaven.
Communication Protocol: Communications with Jason Tremaine and Bramhall & Quelwick should be coordinated through me. Such communications should be limited to factual information about the reorganization structure and timeline — for example, the sequence of steps, the entities involved, and the expected effective dates — and should not include Calderwood & Harkness's internal tax analysis, legal conclusions, or PLR drafts. Calderwood & Harkness should not share its work product with Bramhall & Quelwick without Narasimhan's express written authorization.
Privilege Caution: Bramhall & Quelwick represents Nordhaven Sovereign Wealth Fund, not Solara. No common interest agreement is in place between Solara and Nordhaven, and the interests of a sovereign investor and a fund sponsor may not be fully aligned on all issues. The engagement team should exercise particular caution with respect to privilege in communications with Bramhall & Quelwick. Any disclosure of privileged material to Bramhall & Quelwick could constitute a waiver of privilege as to that material.
B. Meridian Offshore Legal (Cayman Islands Counsel)
Key Contact: Fiona McAllister, Partner, Caledonia House, 69 Dr. Roy's Drive, George Town, Grand Cayman KY1-1103.
Role: Meridian Offshore Legal serves as Cayman Islands counsel advising on the formation and dissolution of Cayman Islands vehicles in connection with the reorganization and on regulatory matters before the Cayman Islands Monetary Authority (CIMA). The CIMA registrations at issue are MF-72491 for Fund IV-A Cayman and MF-89103 for Fund V-A Cayman.
Communication Protocol: Communications regarding Cayman formation instructions (for the International Feeder and Tax-Exempt Feeder to be formed as part of the new structure) and dissolution of legacy Cayman vehicles should be coordinated through Robert Jansen, with my oversight. Jansen may communicate directly with McAllister on factual and procedural Cayman law matters, including matters relating to Cayman entity formation, dissolution timelines, CIMA notification requirements, and Cayman regulatory compliance. However, any U.S. tax analysis, PLR drafts, or Calderwood & Harkness legal memoranda should not be shared with Meridian Offshore Legal.
C. Veldhuis & Gérard S.à r.l. (Luxembourg Counsel)
Key Contact: Marc Gérard, Managing Partner, 22, boulevard Royal, L-2449 Luxembourg.
Role: Veldhuis & Gérard S.à r.l. serves as Luxembourg counsel advising on the dissolution of the Luxembourg SCSp vehicles (Fund IV-B Lux, RCS B 248193; Fund V-B Lux, RCS B 271056; and Lux Manager S.à r.l., RCS B 248194) and on notification requirements with the Commission de Surveillance du Secteur Financier (CSSF).
Communication Protocol: The same communication protocol applicable to Meridian Offshore Legal applies to Veldhuis & Gérard. Robert Jansen may coordinate directly with Marc Gérard on Luxembourg procedural matters, dissolution mechanics, CSSF notification requirements, and related Luxembourg law questions, with my oversight. No U.S. tax analysis, PLR drafts, or Calderwood & Harkness legal memoranda should be shared with Luxembourg counsel.
D. Caldwell Pierce & Co. LLP (Accounting Firm)
Key Contact: Helen Okamoto, Partner (Financial Services Tax), 400 Renaissance Center, Suite 2500, Detroit, Michigan 48243.
Role: Caldwell Pierce & Co. LLP is the independent accounting firm providing annual audits and tax compliance services for all Solara fund vehicles. For purposes of this engagement, Caldwell Pierce will provide historical financial data, tax returns, and K-1 schedules necessary for the preparation of the PLR request exhibits.
Communication Protocol: Communications with Caldwell Pierce should be limited to specific, targeted data requests. The engagement team should not share substantive legal analysis, PLR drafts, or Calderwood & Harkness tax memoranda with Caldwell Pierce. Data requests may be initiated by Robert Jansen or by Garrett Simmons under Jansen's supervision. All data received from Caldwell Pierce should be logged in the document management system and stored in the "Client Provided Materials" sub-folder. Incoming data should also be noted in the privilege log to the extent necessary to document the chain of custody.
E. Redstone Advisory Group LLC (Valuation Advisor)
Key Contact: Marco DeLuca, Managing Director, 750 Seventh Avenue, 21st Floor, New York, New York 10019.
Role: Redstone Advisory Group LLC is a transfer pricing and valuation advisory firm retained to prepare fair market value appraisals of the portfolio company interests being transferred in connection with the reorganization. The valuation covers interests in 23 portfolio companies with an estimated total fair market value of approximately $7.75 billion.
Communication Protocol: The valuation engagement instructions have been transmitted to Redstone via a Calderwood & Harkness cover memorandum issued on behalf of Solara, establishing the scope, methodology, and timeline for the valuation work. Ongoing communications regarding valuation scope, methodology, comparable transactions, discount rate assumptions, and similar matters should be coordinated through Robert Jansen and Douglas Wexford (Solara CFO). PLR drafts and internal tax memoranda should not be shared with Redstone.
F. Clarendon Fund Services Ltd. (Fund Administrator)
Key Contact: Rachel Okonkwo, Client Relationship Director, Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108.
Role: Clarendon Fund Services Ltd. serves as the fund administrator for all Solara offshore vehicles, providing NAV calculation, investor reporting, capital call processing, and distribution processing services.
Communication Protocol: Communications regarding fund administration transition to the new Master Fund structure — including changes to the entity structure, investor allocations, reporting obligations, and capital account maintenance — should be handled through Meredith Tsao (Solara COO) or Stefan Dalmqvist on the client side. Calderwood & Harkness should not communicate directly with Clarendon except as specifically directed by the client. Clarendon is not a legal advisor and is not within the scope of the attorney-client privilege; accordingly, no privileged materials should be shared with Clarendon.