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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT FOR INTERNAL USE ONLY

TO: Leonard Cross, Responsible Partner, Tax Sylvia Hartwell, Billing Partner, Tax

FROM: Robert Jansen, Lead Associate, Tax Garrett Simmons, Working Associate, Tax

DATE: May 12, 2025

RE: Conflicts Clearance — Solara Digital Infrastructure LP Private Letter Ruling Engagement

MATTER NO.: 20250527-SDILP-PLR

OFFICE: Washington, D.C. / New York

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I. Purpose and Summary of Clearance

This memorandum documents the results of the firm's conflicts clearance process undertaken in connection with the proposed engagement of Calderwood & Harkness LLP by Solara Digital Infrastructure LP ("Solara" or "SDILP") to prepare and submit a private letter ruling ("PLR") request to the Internal Revenue Service (the "IRS"). The purpose of this memorandum is to provide a comprehensive record of all searches performed, all results obtained, and all analysis conducted in determining whether any conflicts of interest—actual, potential, or positional—exist that would prohibit or restrict the firm's acceptance of the proposed engagement.

The engagement involves the preparation and submission of a PLR request to the IRS Office of the Associate Chief Counsel (International) regarding the tax treatment of a cross-border fund-platform reorganization involving multiple Solara fund vehicles organized across Delaware, the Cayman Islands, and Luxembourg. The reorganization is a multi-step transaction intended to consolidate four offshore fund vehicles into a newly established Delaware-domiciled master fund structure, with corresponding feeder vehicles to accommodate non-U.S. and U.S. tax-exempt investors. The PLR request will seek confirmation of tax-free treatment under several provisions of the Internal Revenue Code and Treasury Regulations, and will require the firm to take positions on behalf of the client before the IRS.

Conflicts searches were conducted in the firm's proprietary conflicts management system ("C&H Clearance") on May 9, 10, and 11, 2025. The searches encompassed all parties, entities, key personnel, counterparties, opposing and co-counsel, representative limited partners, portfolio companies whose interests are being transferred, and third-party service providers and advisors identified in connection with the matter. Supplemental manual inquiries were also directed to seven practice groups across the firm's Washington, D.C., New York, and London offices, and a separate email inquiry was circulated to all partners and counsel in the Tax Department.

Conclusion: No disqualifying conflicts have been identified. The engagement may proceed subject to the conditions noted in Section VIII below, which principally relate to ongoing monitoring obligations and the limited informational flags associated with Ashford National Bank, N.A. and Whitfield, Carruthers & Doyle LLP.

II. Engagement Description

Client: Solara Digital Infrastructure LP, a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. Solara is a private equity fund sponsor focused on digital infrastructure investments, including data centers, cloud computing platforms, edge computing networks, fiber-optic infrastructure, and software-as-a-service ("SaaS") holding companies. As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management across multiple fund vehicles.

Client Contact: Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP; Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP. Ms. Narasimhan and Mr. Dalmqvist will serve as the primary points of contact for all engagement-related matters. Day-to-day tax technical communications will be directed principally through Mr. Dalmqvist, while engagement administration, billing, and privilege matters will be coordinated through Ms. Narasimhan.

Nature of Engagement: Preparation and submission of a private letter ruling request to the IRS seeking confirmation of tax-free treatment under Internal Revenue Code ("IRC") §§ 721 (contributions to partnerships), 731 (distributions by partnerships), 752 (treatment of certain liabilities), 704(c) (contributed property with built-in gain or loss), 367 (inapplicability to partnership transfers), 1446 (withholding on foreign partners' share of effectively connected income), and Treasury Regulation § 301.7701-3 (entity classification elections) for a multi-step cross-border reorganization consolidating four offshore fund vehicles into a newly established Delaware-domiciled master fund structure. The PLR request will address the proposed restructuring of Solara's existing parallel fund architecture—currently comprising separate Delaware, Cayman Islands, and Luxembourg vehicles for Fund IV and Fund V—into a single master-feeder structure. The proposed structure involves the formation of four new entities: a Delaware master fund, a Delaware general partner entity, a Cayman Islands feeder vehicle for non-U.S. investors, and a Cayman Islands feeder vehicle for U.S. tax-exempt investors.

Engagement Team: The engagement team consists of the following attorneys:

• Leonard Cross, Responsible Partner (Washington, D.C. office)

• Sylvia Hartwell, Billing Partner (New York office)

• Robert Jansen, Lead Associate (Washington, D.C. office)

• Garrett Simmons, Working Associate (New York office)

Additional attorneys may be added to the engagement team as warranted by the complexity of the PLR submission. Any additions will be subject to supplemental conflicts screening prior to assignment.

Anticipated Fee Arrangement: The engagement will be billed at a blended hourly rate of $1,175 per hour. Based on the scope of the PLR request and the complexity of the multi-step reorganization, estimated fees are in the range of $1.8 million to $2.4 million. Estimated disbursements are approximately $85,000, which includes the IRS user fee of $38,000 applicable to PLR requests of this nature, as well as anticipated costs for filings, courier services, document reproduction, and travel. The fee arrangement is memorialized in the engagement letter dated May 12, 2025.

III. Entities Searched

The following is a comprehensive list of all entities and individuals for which conflicts searches were conducted. Searches were organized into six categories: (A) Client Entities, (B) Key Portfolio Companies, (C) Key Personnel of Client, (D) Counterparty / Adverse Counsel, (E) Key Investors / Limited Partners (Representative), and (F) Third-Party Service Providers and Advisors. A full conflicts database search was performed for each entity and individual, including all known variants, abbreviations, prior names, and associated identification numbers.

A. Client Entities

Full conflicts database searches were performed for each of the following entities, including all known variants, abbreviations, and prior names:

1. Solara Digital Infrastructure LP (EIN: 82-4917366) — Delaware limited partnership; the client and primary sponsor entity; AUM of approximately $14.7 billion as of March 31, 2025. Search variants included: "Solara," "SDILP," "Solara Digital," "Solara Digital Infrastructure," "Solara Digital Infra," and "Solara DI LP."

2. Solara Digital Infrastructure GP LLC (EIN: 82-4917365) — Delaware limited liability company; general partner of SDILP and the existing fund vehicles; registered agent: Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. Search variants included: "Solara GP," "SDILP GP," "Solara Digital Infrastructure GP," and "Solara GP LLC."

3. Solara Digital Partners Fund IV LP (EIN: 85-2103748) — Delaware limited partnership; $4.2 billion fund (vintage 2021); approximately 72% deployed as of the date of this memorandum. Search variants included: "Solara Fund IV," "SDP Fund IV," "Solara Digital Partners IV," and "Fund IV LP."

4. Solara Digital Partners Fund IV-A (Cayman) LP (EIN: 98-6241503; CIMA registration MF-72491) — Cayman Islands exempted limited partnership; $1.85 billion parallel fund for non-U.S. and U.S. tax-exempt investors; registered office: Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Search variants included: "Fund IV-A Cayman," "Solara Fund IV-A," "SDP Fund IV-A Cayman," and "Solara Cayman Fund IV-A."

5. Solara Digital Partners Fund IV-B (Luxembourg) SCSp (EIN: 98-6241571; RCS B 248193) — Luxembourg special limited partnership (société en commandite spéciale); €1.15 billion (approximately $1.24 billion at 1.08 EUR/USD); registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Search variants included: "Fund IV-B Lux," "Solara Fund IV-B Luxembourg," "SDP Fund IV-B SCSp," and "Solara Lux Fund IV-B."

6. Solara Offshore GP Ltd. — Cayman Islands exempted company; general partner of Fund IV-A Cayman and Fund V-A Cayman. Search variants included: "Solara Offshore GP," "Solara Cayman GP," and "Solara Offshore GP Limited."

7. Solara Luxembourg Management S.à r.l. (RCS B 248194) — Luxembourg société à responsabilité limitée; general partner of Fund IV-B Lux and Fund V-B Lux. Search variants included: "Solara Lux Management," "Solara Luxembourg Mgmt," "Solara Lux GP," and "Solara Luxembourg Management SARL."

8. Solara Digital Partners Fund V LP (EIN: 88-3467219) — Delaware limited partnership; $5.6 billion fund (vintage 2023); approximately 38% deployed as of the date of this memorandum. Search variants included: "Solara Fund V," "SDP Fund V," "Solara Digital Partners V," and "Fund V LP."

9. Solara Digital Partners Fund V-A (Cayman) LP (EIN: 98-7891234; CIMA registration MF-89103) — Cayman Islands exempted limited partnership; $2.45 billion; registered office: Harborstone Corporate Services Ltd., George Town, Grand Cayman. Search variants included: "Fund V-A Cayman," "Solara Fund V-A," "SDP Fund V-A Cayman," and "Solara Cayman Fund V-A."

10. Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN: 98-7891267; RCS B 271056) — Luxembourg SCSp; €1.38 billion (approximately $1.49 billion at 1.08 EUR/USD); registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Search variants included: "Fund V-B Lux," "Solara Fund V-B Luxembourg," "SDP Fund V-B SCSp," and "Solara Lux Fund V-B."

11. Solara Consolidated Master Fund LP — Delaware limited partnership (to be formed); proposed master fund vehicle. Search variants included: "Solara Master Fund," "SCMF LP," "Solara Consolidated Master," and "Consolidated Master Fund LP."

12. Solara Consolidated Master Fund GP LLC — Delaware limited liability company (to be formed); proposed general partner of the Consolidated Master Fund. Search variants included: "SCMF GP," "Solara Master Fund GP," and "Consolidated Master Fund GP."

13. Solara International Feeder (Cayman) LP — Cayman Islands exempted limited partnership (to be formed); proposed feeder vehicle for non-U.S. investors. Search variants included: "Solara International Feeder," "Solara Cayman Feeder," and "SIFC LP."

14. Solara Tax-Exempt Feeder (Cayman) LP — Cayman Islands exempted limited partnership (to be formed); proposed feeder vehicle for U.S. tax-exempt investors. Search variants included: "Solara Tax-Exempt Feeder," "Solara TE Feeder," and "STEFC LP."

B. Key Portfolio Companies

Searches were also conducted for the following representative portfolio company entities whose interests are being transferred as part of the proposed reorganization. These entities were included in the conflicts search because their ownership interests will be contributed, distributed, or otherwise transferred among Solara fund vehicles in the course of the multi-step restructuring, and any existing firm representation of these entities could give rise to a conflict or duty-of-loyalty issue:

15. NovaBright Data Systems Inc. — Delaware corporation; data center operator; fair market value ("FMV") $890 million; held by Fund IV-A Cayman (60%) and Fund IV LP (40%). Search variants included: "NovaBright," "NovaBright Data," "NovaBright Data Systems," and "NBDS Inc."

16. Crestline Cloud Solutions LLC — Delaware limited liability company (disregarded entity for federal income tax purposes); SaaS platform; FMV €340 million ($367 million); held by Fund IV-B Lux (100%). Search variants included: "Crestline Cloud," "Crestline," "CCS LLC," and "Crestline Cloud Solutions."

17. Veridian Edge Computing Corp. — Delaware corporation; edge computing infrastructure; FMV $1.12 billion; held by Fund V-A Cayman (55%) and Fund V LP (45%). Search variants included: "Veridian Edge," "Veridian," "VEC Corp," and "Veridian Edge Computing."

18. Thorngate Fiber Networks LP — Delaware limited partnership; fiber-optic network operator; FMV $670 million; held by Fund IV-A Cayman (100%). Search variants included: "Thorngate Fiber," "Thorngate," "TFN LP," and "Thorngate Fiber Networks."

19. Helix SaaS Holdings Ltd. — Cayman Islands exempted company; SaaS holding company; FMV $445 million; held by Fund V-A Cayman (100%). Search variants included: "Helix SaaS," "Helix Holdings," "Helix SaaS Holdings," and "HSH Ltd."

C. Key Personnel of Client

Searches were performed for the following individuals associated with Solara. Individual name searches were conducted using both full legal names and common variations or abbreviations, and cross-referenced against the firm's database of individual contacts associated with client and counterparty entities:

20. Viktor Raines — Managing Partner & Founder, Solara Digital Infrastructure LP; age 52; former managing director at Havensgate Capital Partners; Manager of Solara Digital Infrastructure GP LLC. Search variants included: "Victor Raines," "V. Raines," and "Viktor J. Raines."

21. Meredith Tsao — Chief Operating Officer, Solara Digital Infrastructure LP; age 47. Search variants included: "M. Tsao," "Meredith C. Tsao," and "Meredith Tsao."

22. Douglas Wexford — Chief Financial Officer, Solara Digital Infrastructure LP; age 50. Search variants included: "Doug Wexford," "D. Wexford," and "Douglas A. Wexford."

23. Priya Narasimhan — General Counsel, Solara Digital Infrastructure LP; age 44. Search variants included: "P. Narasimhan," "Priya V. Narasimhan," and "Priya Narasimhan."

24. Stefan Dalmqvist — Head of Tax, Solara Digital Infrastructure LP; age 46. Search variants included: "S. Dalmqvist," "Stefan M. Dalmqvist," "Stephan Dalmqvist," and "Stefan Lindquist."

D. Counterparty / Adverse Counsel

The following entities and individuals were searched as counterparty or adverse counsel in connection with the proposed engagement. Although the PLR request itself does not involve adversarial proceedings in the traditional sense, these parties serve review or advisory functions on behalf of limited partners or other stakeholders whose interests may, in certain circumstances, diverge from those of the client:

25. Whitfield, Carruthers & Doyle LLP — Limited liability partnership; headquartered at 200 South Biscayne Boulevard, Suite 4000, Miami, FL 33131; outside counsel to the LP Advisory Committee ("LPAC") of Funds IV and V; reviewing the proposed reorganization for LP consent purposes. Search variants included: "Whitfield Carruthers," "WC&D," "Whitfield Carruthers Doyle," and "WCD LLP."

26. Diana Carruthers — Partner (Fund Formation & Tax), Whitfield, Carruthers & Doyle LLP; key attorney for the LPAC review. Search variants included: "D. Carruthers," "Diana M. Carruthers," and "Diana Carruthers."

27. Bramhall & Quelwick LLP — Limited liability partnership; headquartered at 44 Montgomery Street, Suite 3600, San Francisco, CA 94104; independent tax counsel retained by Nordhaven Sovereign Wealth Fund to evaluate U.S. withholding tax and treaty implications of the reorganization. Search variants included: "Bramhall Quelwick," "B&S LLP," "Bramhall & Quelwick," and "Bramhall Quelwick LLP."

28. Jason Tremaine — Partner (International Tax), Bramhall & Quelwick LLP; key attorney advising Nordhaven Sovereign Wealth Fund. Search variants included: "J. Tremaine," "Jason R. Tremaine," and "Jason Tremaine."

E. Key Investors / Limited Partners (Representative)

Searches were conducted for the following representative limited partners in Solara's fund vehicles. These investors collectively represent a significant portion of committed capital across Funds IV and V and their parallel vehicles, and were included in the conflicts search to confirm that the firm does not currently represent any limited partner whose interests could diverge from those of the client in connection with the reorganization:

29. Pinnacle State Employees' Retirement System — U.S. public pension fund; domiciled in the State of Pinnacle; committed capital: $275 million (Fund IV), $340 million (Fund V); contact: Margaret Faulkner, CIO. Search variants included: "Pinnacle SERS," "Pinnacle State Retirement," "PSERS," and "Pinnacle State Employees Retirement."

30. Grandview University Endowment — U.S. tax-exempt endowment; domiciled in Massachusetts; committed capital: $120 million (Fund IV), $185 million (Fund V); contact: Harold Kingsley, Director of Investments. Search variants included: "Grandview Endowment," "GUE," "Grandview Univ Endowment," and "Grandview University."

31. Nordhaven Sovereign Wealth Fund — Non-U.S. sovereign wealth fund; domiciled in the Kingdom of Nordhaven; committed capital: $380 million (Fund IV-A Cayman), $500 million (Fund V-A Cayman); contact: Anders Bjørkman, Head of Alternative Investments. Search variants included: "Nordhaven SWF," "Nordhaven Sovereign," "NSWF," and "Kingdom of Nordhaven." Note: Nordhaven has independently retained Bramhall & Quelwick LLP (Item 27 above) for evaluation of U.S. withholding tax and treaty implications.

32. Kestrel Pacific Insurance Group — Non-U.S. insurance company; domiciled in Singapore; committed capital: €200 million (Fund IV-B Lux), €275 million (Fund V-B Lux); contact: Christine Leung, Senior Portfolio Manager. Search variants included: "Kestrel Pacific," "KPIG," "Kestrel Insurance," and "Kestrel Pacific Insurance."

33. Argyle Family Office Holdings LLC — U.S. taxable family office; Delaware limited liability company; committed capital: $95 million (Fund IV), $130 million (Fund V); contact: Elliot Argyle, Principal. Search variants included: "Argyle Family Office," "AFO Holdings," "Argyle Holdings," and "Argyle Family Office Holdings."

F. Third-Party Service Providers and Advisors

Searches were conducted for the following third-party service providers, advisors, and other entities associated with Solara and the proposed engagement. These entities were included in the search to identify any existing firm relationships that could give rise to conflicts, positional conflicts, or duty-of-loyalty concerns:

34. Meridian Offshore Legal — Partnership (Cayman Islands); Caledonia House, 69 Dr. Roy's Drive, George Town, Grand Cayman KY1-1103; Cayman Islands counsel to Solara; key attorney: Fiona McAllister, Partner. Search variants included: "Meridian Offshore," "MOL," and "Meridian Offshore Legal."

35. Veldhuis & Gérard S.à r.l. — Société à responsabilité limitée (Luxembourg); 22, boulevard Royal, L-2449 Luxembourg; Luxembourg counsel to Solara; key attorney: Marc Gérard, Managing Partner. Search variants included: "Veldhuis Gerard," "V&G," "Veldhuis & Gerard," and "Veldhuis Gerard SARL."

36. Caldwell Pierce & Co. LLP — Limited liability partnership; 400 Renaissance Center, Suite 2500, Detroit, MI 48243; independent accounting firm and tax compliance provider to Solara; key contact: Helen Okamoto, Partner (Financial Services Tax). Search variants included: "Caldwell Pierce," "CP&Co," "Caldwell Pierce & Co," and "Caldwell Pierce LLP."

37. Redstone Advisory Group LLC — Delaware limited liability company; 750 Seventh Avenue, 21st Floor, New York, NY 10019; transfer pricing and valuation advisory firm retained by Solara; key contact: Marco DeLuca, Managing Director. Search variants included: "Redstone Advisory," "RAG LLC," "Redstone," and "Redstone Advisory Group."

38. Clarendon Fund Services Ltd. — Cayman Islands exempted company; Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108; fund administrator for all Solara offshore vehicles; key contact: Rachel Okonkwo, Client Relationship Director. Search variants included: "Clarendon Fund Services," "CFS Ltd," "Clarendon Fund," and "Clarendon."

39. Ashford National Bank, N.A. — National banking association; 225 West Wacker Drive, Suite 5000, Chicago, IL 60606; subscription credit facility lender for Funds IV ($1.1 billion revolving credit facility) and V ($1.5 billion revolving credit facility); key contact: Thomas Greenleaf, Managing Director (Fund Finance). Search variants included: "Ashford National," "ANB," "Ashford Bank," "Ashford National Bank," and "Ashford N.A."

40. Sentinel Capital Markets LLC — Delaware limited liability company; One Bryant Park, 42nd Floor, New York, NY 10036; co-lender and administrative agent under the Fund V subscription facility; key contact: Laura Pak, Vice President. Search variants included: "Sentinel Capital," "Sentinel CM," "SCM LLC," and "Sentinel Capital Markets."

41. Capitol Registered Agents Inc. — Delaware corporation; 850 New Burton Road, Suite 201, Dover, DE 19904; registered agent for all Solara Delaware entities. Search variants included: "Capitol Registered Agents," "CRA Inc," and "Capitol RA."

42. Hawkstone Specialty Insurance Co. — Stock insurance company (domiciled in Connecticut); 100 Constitution Plaza, Hartford, CT 06103; D&O/E&O coverage for Solara GP and fund entities; $50 million aggregate policy limit; key contact: Neil Braddock, Senior Underwriter. Search variants included: "Hawkstone Specialty," "Hawkstone Insurance," "Hawkstone," and "HSI Co."

43. Harborstone Corporate Services Ltd. — Cayman Islands registered office provider; P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111; registered office for Solara's Cayman Islands entities. Search variants included: "Harborstone Corporate," "Harborstone," "HCS Ltd," and "Harborstone Corporate Services."

44. Havensgate Capital Partners — Prior employer of Viktor Raines; searched for potential conflicts relating to former affiliations. Search variants included: "Havensgate Capital," "Havensgate," "HCP," and "Havensgate Capital Partners."

IV. Search Methodology

The conflicts clearance process for this engagement was conducted in accordance with Calderwood & Harkness LLP's Standard Conflicts Procedures (last revised January 2025) and the requirements of the applicable Rules of Professional Conduct.

All searches were conducted using Calderwood & Harkness LLP's proprietary conflicts management system ("C&H Clearance") on May 9, 10, and 11, 2025. C&H Clearance is a comprehensive database that records and indexes all current and former client engagements, counterparties, adverse parties, related entities, and key individuals associated with the firm's matters across all offices worldwide. The system employs fuzzy-matching algorithms and phonetic search capabilities to capture potential matches even where entity or individual names contain variations, misspellings, or abbreviations.

Search terms included the following categories of identifiers for each entity and individual listed in Section III above:

(a) Full legal names of each entity, including jurisdiction of formation and entity type designations (e.g., "LP," "LLC," "Ltd.," "S.à r.l.," "SCSp");

(b) All known short names and abbreviations (e.g., "Solara," "SDILP," "Fund IV-A Cayman," "WC&D," "ANB");

(d) All individual names, including first name, last name, middle initial, and common spelling variants (e.g., "Viktor" / "Victor," "Stefan" / "Stephan," "Dalmqvist" / "Lindquist");

(e) Employer Identification Numbers ("EINs") and foreign registration numbers (e.g., CIMA registration numbers, RCS Luxembourg numbers), where available; and

(f) Key addresses, including principal office addresses, registered office addresses, and registered agent addresses.

The search covered all active and closed matters from the firm's database going back to the inception of the database in 2001, a period encompassing approximately twenty-four years of the firm's practice history. Closed matters were included in the search to identify any prior representations that, while no longer active, could give rise to obligations of loyalty, confidentiality, or other duties owed to former clients.

In addition to the database searches, supplemental manual inquiries were directed to the following Calderwood & Harkness LLP practice groups to identify any representations, relationships, or potential conflicts that might not be fully captured in the electronic database:

• Tax (New York, Washington, D.C., and London offices)

• Private Equity / Fund Formation (New York and London offices)

• Capital Markets (New York office)

• Banking & Finance (New York and Chicago offices)

• International Arbitration (Washington, D.C. and London offices)

• intellectual Property / Technology (New York and San Francisco offices)

• Real Estate (New York office)

Each practice group was provided with the complete list of entities and individuals set forth in Section III above and was requested to confirm whether any current or former representation, advisory relationship, or other professional engagement existed with respect to any such entity or individual.

Additionally, all partners and counsel in the Tax Department across the firm's New York, Washington, D.C., and London offices were circulated a separate conflicts inquiry email on May 10, 2025. The email contained the complete list of searched entities and individuals and requested each recipient to disclose any prior or current representation, personal or professional relationship, financial interest, or other circumstance that could give rise to a potential conflict of interest. Responses were requested by 5:00 p.m. EDT on May 11, 2025, and all responses were received within the requested timeframe.

The results of all database searches, practice group inquiries, and individual partner/counsel responses are summarized in Section V below.

V. Search Results

A. Client Entities (Items 1–14)

No current or prior representations of any Solara entity were identified in the firm's conflicts database. The searches encompassed all fourteen Solara-affiliated entities listed in Section III.A above, including the four entities that are to be formed as part of the proposed reorganization (Items 11–14). Although the to-be-formed entities do not yet exist, the searches were performed using projected entity names to confirm that no other client entity with a similar name is currently in the firm's database, which could give rise to confusion or inadvertent conflicts in the future.

No attorney in any practice group reported any prior professional relationship with any Solara entity. The separate email inquiry circulated to Tax Department partners and counsel likewise returned no reports of prior or current relationships with any Solara-affiliated entity.

Conclusion: Clear — no conflicts.

B. Key Portfolio Companies (Items 15–19)

• NovaBright Data Systems Inc. (Item 15): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with NovaBright.

• Crestline Cloud Solutions LLC (Item 16): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with Crestline.

• Veridian Edge Computing Corp. (Item 17): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with Veridian.

• Thorngate Fiber Networks LP (Item 18): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with Thorngate.

• Helix SaaS Holdings Ltd. (Item 19): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with Helix.

Conclusion: Clear — no conflicts. Calderwood & Harkness does not currently represent and has not previously represented any portfolio company whose interests are being transferred in the proposed reorganization.

C. Key Personnel (Items 20–24)

• Viktor Raines (Item 20): No hits in the conflicts database for Viktor Raines individually. A supplemental search was also conducted for "Havensgate Capital Partners," Mr. Raines's former employer, to identify any potential conflicts arising from prior affiliations. No current or prior representation of Havensgate Capital Partners was identified in the firm's database. No partner or counsel reported any prior professional or personal relationship with Mr. Raines.

• Meredith Tsao (Item 21): No hits in the conflicts database. No partner or counsel reported any prior professional or personal relationship with Ms. Tsao.

• Douglas Wexford (Item 22): No hits in the conflicts database. No partner or counsel reported any prior professional or personal relationship with Mr. Wexford.

• Priya Narasimhan (Item 23): No hits in the conflicts database. No partner or counsel reported any prior professional or personal relationship with Ms. Narasimhan.

• Stefan Dalmqvist (Item 24): No hits in the conflicts database. No partner or counsel reported any prior professional or personal relationship with Mr. Dalmqvist.

Conclusion: Clear — no conflicts.

D. Counterparty / Adverse Counsel (Items 25–28)

• Whitfield, Carruthers & Doyle LLP (Item 25): Identified in the firm's database as opposing counsel in two prior matters. The first was an unrelated fund formation matter in which Calderwood & Harkness represented a different client and Whitfield, Carruthers & Doyle represented an opposing party; that matter was opened in 2019 and is now closed (Matter No. 20190314-CLF-FF). The second was a regulatory advisory matter in 2022 in which the two firms represented different parties in a non-adversarial proceeding; that matter is also now closed (Matter No. 20220728-GHI-RA). Neither prior matter involved Solara or any entity related to Solara, and neither involved any subject matter overlap with the current engagement. In the current engagement, Whitfield, Carruthers & Doyle LLP serves as LPAC counsel; their role is non-adversarial in nature, as they are reviewing the proposed reorganization on behalf of the LP Advisory Committee for purposes of LP consent, rather than representing a party in litigation or a transaction counterparty in an arm's-length negotiation.

• Diana Carruthers (Item 26): No individual hits in the conflicts database apart from her association with Whitfield, Carruthers & Doyle LLP in the two closed matters noted above. No partner or counsel reported any prior professional or personal relationship with Ms. Carruthers.

• Bramhall & Quelwick LLP (Item 27): Identified in the firm's database as co-counsel on one prior matter: an international tax advisory engagement for a different client in 2020, in which both Calderwood & Harkness and Bramhall & Quelwick served as co-counsel on the same side of the engagement (Matter No. 20200915-MNO-ITA). That matter is now closed. There was no adversity between the two firms in that engagement, and there is no subject matter overlap with the current engagement. In the current matter, Bramhall & Quelwick serves as independent tax counsel to Nordhaven Sovereign Wealth Fund and is not adverse to Solara. Their role is limited to evaluating U.S. withholding tax and treaty implications of the reorganization on behalf of their client, Nordhaven.

• Jason Tremaine (Item 28): No individual hits in the conflicts database apart from his association with Bramhall & Quelwick LLP in the closed matter noted above. No partner or counsel reported any prior professional or personal relationship with Mr. Tremaine.

Conclusion: No disqualifying conflicts. The prior matters involving Whitfield, Carruthers & Doyle LLP and Bramhall & Quelwick LLP are unrelated to the current engagement, are closed, and involved no representation of or adversity to any Solara entity. Neither firm occupies an adverse position to the client in this engagement; both serve review or advisory roles for LP-side participants. The prior appearances of these firms in the firm's database are informational only and do not give rise to any disqualifying or material conflict of interest.

E. Key Investors / Limited Partners (Items 29–33)

• Pinnacle State Employees' Retirement System (Item 29): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Pinnacle SERS. No partner or counsel reported any prior professional relationship with Pinnacle SERS or any of its representatives.

• Grandview University Endowment (Item 30): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Grandview University Endowment. No partner or counsel reported any prior professional relationship with the Endowment or any of its representatives.

• Nordhaven Sovereign Wealth Fund (Item 31): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Nordhaven SWF. As noted in Section V.D above, Bramhall & Quelwick LLP has been retained by Nordhaven SWF to independently evaluate U.S. withholding tax and treaty implications of the reorganization. Calderwood & Harkness does not represent Nordhaven, and Nordhaven's interests are not adverse to Solara in this engagement. The PLR request, if favorable, would benefit all limited partners, including Nordhaven, by confirming the tax-free treatment of the reorganization.

• Kestrel Pacific Insurance Group (Item 32): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Kestrel Pacific Insurance Group. No partner or counsel reported any prior professional relationship with Kestrel Pacific or any of its representatives.

• Argyle Family Office Holdings LLC (Item 33): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Argyle Family Office Holdings. No partner or counsel reported any prior professional relationship with Argyle or any of its representatives.

Conclusion: Clear — no conflicts. Calderwood & Harkness does not represent any limited partner of any Solara fund vehicle. The interests of the representative limited partners identified above are not adverse to the client in the context of this engagement; rather, a favorable PLR ruling would benefit all limited partners by providing certainty regarding the tax-free treatment of the reorganization.

F. Third-Party Service Providers and Advisors (Items 34–44)

• Meridian Offshore Legal (Item 34): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.

• Veldhuis & Gérard S.à r.l. (Item 35): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.

• Caldwell Pierce & Co. LLP (Item 36): Identified in the firm's database as auditor and/or advisor to two other Calderwood & Harkness clients in unrelated matters. In the first instance, Caldwell Pierce serves as the independent auditor for a Calderwood & Harkness client in the financial services sector (Matter No. 20210622-PQR-AUD). In the second instance, Caldwell Pierce provided tax compliance advisory services to a different Calderwood & Harkness client in connection with a cross-border restructuring (Matter No. 20230411-STU-TC). In neither case is Calderwood & Harkness adverse to Caldwell Pierce; in both cases, Caldwell Pierce serves in a collaborative professional services capacity alongside Calderwood & Harkness or alongside other counsel engaged by the same client. In the current engagement, Caldwell Pierce serves as Solara's independent accounting firm and tax compliance provider, a collaborative role that does not create adversity between Calderwood & Harkness and Caldwell Pierce.

• Redstone Advisory Group LLC (Item 37): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.

• Clarendon Fund Services Ltd. (Item 38): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.

• Ashford National Bank, N.A. (Item 39): Identified in the firm's database as a party in several prior and ongoing banking and finance matters in which Calderwood & Harkness represents other clients. A review of each such matter was conducted to evaluate whether any conflict or potential conflict exists. The review confirmed the following:

(a) None of the identified matters involves Solara or any Solara fund vehicle;

(b) None of the identified matters involves a subscription credit facility for any private equity fund;

(c) None of the identified matters involves any subject matter that would create a positional or issue conflict with the current engagement; and

(d) In no identified matter does Calderwood & Harkness represent Ashford National Bank; rather, in each case, Ashford appears as a counterparty, lender, or other party on the opposite side of a transaction from the firm's client.

The current engagement does not involve representation adverse to Ashford National Bank. Rather, the lender consent process will involve requesting Ashford's consent to the reorganization under the terms of the existing subscription credit facilities for Funds IV and V, but Calderwood & Harkness represents Solara (the borrower) in that process, not Ashford. This is a standard borrower-side function that does not constitute adverse representation against the lender. A more detailed analysis of this flag is set forth in Section VI.A below.

• Sentinel Capital Markets LLC (Item 40): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.

• Capitol Registered Agents Inc. (Item 41): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.

• Hawkstone Specialty Insurance Co. (Item 42): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.

• Harborstone Corporate Services Ltd. (Item 43): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.

• Havensgate Capital Partners (Item 44): No hits in the conflicts database. Searched as the former employer of Viktor Raines (Item 20) to identify any potential conflicts arising from prior affiliations. No current or prior representation of Havensgate Capital Partners was identified.

Conclusion: No disqualifying conflicts. Minor informational flags have been noted regarding Caldwell Pierce & Co. LLP (which serves in a collaborative professional services capacity in two other Calderwood & Harkness matters and will serve a collaborative role in this engagement) and Ashford National Bank, N.A. (which appears as a counterparty in other Calderwood & Harkness matters but is not adverse to the client in this engagement). These flags do not rise to the level of disqualifying or material conflicts and are addressed in further detail in Section VI below.

VI. Analysis of Potential Conflict Issues

This Section provides a detailed analysis of the three informational flags identified in the search results that warrant further discussion, even though none rises to the level of a disqualifying conflict.

A. Ashford National Bank, N.A. — Detailed Analysis

Calderwood & Harkness has represented clients in matters involving Ashford National Bank, N.A. in other contexts. As noted in Section V.F above, Ashford appears in the firm's conflicts database as a counterparty in several prior and ongoing banking and finance matters. In those matters, Calderwood & Harkness represents borrower-side clients in transactions where Ashford serves as a lender, syndicate participant, or other financial institution counterparty. None of those matters involves Solara, any Solara fund vehicle, or any subscription credit facility for a private equity fund.

In the current engagement, Calderwood & Harkness's role with respect to Ashford is limited to preparing and submitting lender consent requests on behalf of Solara (the borrower) under the Fund IV subscription credit facility ($1.1 billion revolving credit facility) and the Fund V subscription credit facility ($1.5 billion revolving credit facility). Under the terms of each credit agreement, the proposed reorganization likely requires the prior written consent of the lender syndicate, of which Ashford serves as the lead lender for both facilities. Calderwood & Harkness will prepare consent request documentation and supporting materials for submission to Ashford on Solara's behalf. This is not adverse representation against Ashford; rather, it is a standard borrower-side process of requesting required consent for a structural reorganization that does not contemplate any modification of the credit terms, reduction of collateral, or other action that would be prejudicial to the lender.

No confidential information of Ashford National Bank has been obtained by any member of the engagement team through any prior Calderwood & Harkness matter. The engagement team members—Leonard Cross, Sylvia Hartwell, Robert Jansen, and Garrett Simmons—have confirmed that they have not personally worked on any matter involving Ashford National Bank in any capacity. Accordingly, there is no risk of inadvertent disclosure or misuse of Ashford's confidential information.

No ethical wall or information barrier is required in connection with this flag.

Conclusion: No conflict. The informational flag regarding Ashford National Bank is noted for the record but does not give rise to a disqualifying, material, or potential conflict of interest. However, as noted in Section VIII below, if the scope of lender consent work expands beyond standard consent requests—for example, if disputes arise with Ashford regarding consent terms, or if the engagement evolves to include negotiation of amendments to the credit facilities—the conflicts assessment should be revisited and updated at that time.

B. Whitfield, Carruthers & Doyle LLP — Detailed Analysis

As noted in Section V.D above, Whitfield, Carruthers & Doyle LLP appeared as opposing counsel in two prior closed matters in the firm's database. The first matter (Matter No. 20190314-CLF-FF) was a fund formation engagement in 2019 in which the two firms represented different parties, and the second (Matter No. 20220728-GHI-RA) was a regulatory advisory matter in 2022. Both matters are closed, and neither involved Solara or any related entity.

In the current engagement, the relationship between Calderwood & Harkness and Whitfield, Carruthers & Doyle is not adversarial. Whitfield, Carruthers & Doyle serves as outside counsel to the LP Advisory Committee of Funds IV and V. The LPAC's role in the context of the proposed reorganization is to review the transaction, evaluate its terms and conditions, and make a recommendation to the limited partners regarding whether to grant consent. This process has already advanced significantly: at the April 22, 2025 LPAC meeting, the reorganization received preliminary approval from limited partners holding 78% of the aggregate committed capital, well above the contractual threshold for consent. Whitfield, Carruthers & Doyle's remaining work is expected to involve finalization of the LPAC opinion letter and any related documentation, a process that is collaborative in nature and does not place the firm in an adversarial position vis-à-vis Calderwood & Harkness or Solara.

No confidential information of Whitfield, Carruthers & Doyle or any party represented by that firm in the prior closed matters has been obtained by any member of the current engagement team. No ethical wall or information barrier is required.

Conclusion: No conflict. The prior matters involving Whitfield, Carruthers & Doyle are unrelated and closed, and the current engagement does not create any adversity between the firms. This flag is informational only.

C. Multiple-Client / Multi-Entity Representation

The engagement involves representation of Solara Digital Infrastructure LP and, by extension, multiple affiliated fund vehicles that share common general partners (Solara Digital Infrastructure GP LLC, Solara Offshore GP Ltd., and Solara Luxembourg Management S.à r.l.) and common management. The multi-entity nature of the representation requires analysis under the rules governing concurrent representation of multiple clients to confirm that no conflicts exist among the various Solara entities.

All fund vehicles and affiliated entities included in the scope of this engagement are under common control of Viktor Raines and Solara Digital Infrastructure GP LLC. The general partner entities for each fund vehicle (both Delaware and offshore) are wholly owned or controlled by Solara Digital Infrastructure LP or its principals. The investment decisions, management, and day-to-day operations of all fund vehicles are directed by the same management team at Solara. There is no divergence of control or economic interest among the Solara entities in the context of the proposed reorganization; all entities share the common objective of achieving tax-free treatment for the consolidation of offshore vehicles into the master-feeder structure.

No conflict exists among the various Solara entities because they are commonly controlled and their interests are aligned in this reorganization. The proposed restructuring is designed to benefit all fund vehicles and their respective limited partners by simplifying the fund architecture, reducing administrative costs, and achieving operational efficiencies, while preserving the tax attributes of each vehicle.

The engagement letter, dated May 12, 2025 and countersigned by Priya Narasimhan on behalf of Solara Digital Infrastructure LP, identifies the client as Solara Digital Infrastructure LP and specifies the scope of representation to encompass all affiliated fund vehicles listed in Section III.A above. The engagement letter further provides that Solara Digital Infrastructure LP is authorized to direct the engagement on behalf of all affiliated entities and that, in the event of any divergence of interest among the Solara entities, Calderwood & Harkness will promptly notify the client and evaluate whether continued representation of all entities remains appropriate.

Conclusion: No conflict. The multi-entity representation is appropriate given the common control, aligned interests, and informed consent of the client as memorialized in the engagement letter.

VII. Confirmation of Clearance

Based on the comprehensive search results and the analysis set forth in Sections V and VI above, the undersigned confirm that no disqualifying conflicts of interest have been identified in connection with Calderwood & Harkness LLP's engagement by Solara Digital Infrastructure LP for the private letter ruling request matter (engagement number 20250527-SDILP-PLR).

The conflicts clearance process encompassed searches for forty-four entities and individuals across the firm's complete database of current and former matters, supplemented by manual inquiries directed to seven practice groups and a separate email canvass of all partners and counsel in the Tax Department. The search results identified informational flags relating to Ashford National Bank, N.A. (a lender to the client's fund vehicles that appears as a counterparty in other Calderwood & Harkness matters) and Whitfield, Carruthers & Doyle LLP (LP Advisory Committee counsel that appeared as opposing counsel in two prior closed matters). Neither flag rises to the level of a disqualifying or material conflict, as analyzed in detail in Section VI above.

The engagement is cleared to proceed, subject to the conditions and ongoing monitoring obligations set forth in Section VIII below.

VIII. Conditions and Ongoing Monitoring

The clearance of this engagement is subject to the following conditions and ongoing monitoring obligations:

Ongoing Monitoring. The engagement team will update the conflicts search if additional parties, entities, or individuals become relevant to the engagement, including but not limited to additional portfolio companies whose interests may be transferred in the reorganization, investors or limited partners not yet identified, counterparties to ancillary transactions, or other counsel or advisors retained by any party. Any such update will be conducted through C&H Clearance and documented in a supplemental memorandum to this file. The Lead Associate (Robert Jansen) bears primary responsibility for monitoring the need for supplemental searches and initiating them promptly when new parties or entities are identified.

Ashford National Bank, N.A. If the scope of lender consent work expands beyond standard consent requests—for example, if disputes arise with Ashford regarding the terms or conditions of consent, if Ashford declines to consent and the engagement team is required to negotiate or advocate on Solara's behalf in connection with the credit facilities, or if the engagement evolves to include modification or amendment of the subscription credit facility agreements—the conflicts assessment with respect to Ashford National Bank should be revisited and updated. In such circumstances, a supplemental conflicts analysis should be prepared and submitted to the Responsible Partner (Leonard Cross) for review before any expanded scope of work is undertaken.

New Entity Formation. As the four new entities contemplated by the reorganization are formed, they should be added to the firm's conflicts database as client-affiliated entities. The target date for entity formation is September 15, 2025. The entities to be added are:

(a) Solara Consolidated Master Fund LP (Delaware limited partnership);

(b) Solara Consolidated Master Fund GP LLC (Delaware limited liability company);

(d) Solara Tax-Exempt Feeder (Cayman) LP (Cayman Islands exempted limited partnership).

Upon formation of each entity, the engagement team should obtain the entity's EIN or foreign registration number (as applicable) and update the firm's database records accordingly.

Post-Submission. If the IRS assigns the PLR request to specific Branch personnel within the Office of the Associate Chief Counsel (International) (CC:INTL) or the Office of the Associate Chief Counsel (Passthroughs & Special Industries) (CC:PSI), no additional conflicts check is required for government personnel. Government attorneys and IRS employees are not "clients" or "parties" for purposes of the firm's conflicts clearance procedures, and no duty-of-loyalty or confidentiality analysis is warranted with respect to such individuals.

IX. Approvals

The following approvals are recorded in connection with the conflicts clearance for this engagement:

Cleared by: Robert Jansen, Lead Associate, Tax (Washington, D.C. office). Mr. Jansen conducted the initial searches in C&H Clearance, coordinated the practice group inquiries, reviewed the Tax Department email canvass responses, and prepared the initial draft of this memorandum.

Reviewed by: Leonard Cross, Responsible Partner, Tax (Washington, D.C. office). Mr. Cross reviewed the search results, the analysis of potential conflict issues, and the conditions and ongoing monitoring obligations set forth herein, and has approved the clearance of this engagement.

Date of Clearance: May 12, 2025.

Engagement Letter Execution Date: May 12, 2025. The engagement letter was signed by Sylvia Hartwell on behalf of Calderwood & Harkness LLP and countersigned by Priya Narasimhan on behalf of Solara Digital Infrastructure LP.

Matter Opened: May 27, 2025.

CLEARED BY:

________________________________________

Robert Jansen Lead Associate, Tax Calderwood & Harkness LLP

Date: May 12, 2025

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT FOR INTERNAL USE ONLY
TO: Leonard Cross, Responsible Partner, Tax Sylvia Hartwell, Billing Partner, Tax
FROM: Robert Jansen, Lead Associate, Tax Garrett Simmons, Working Associate, Tax
DATE: May 12, 2025
RE: Conflicts Clearance — Solara Digital Infrastructure LP Private Letter Ruling Engagement
MATTER NO.: 20250527-SDILP-PLR
OFFICE: Washington, D.C. / New York
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I. Purpose and Summary of Clearance
This memorandum documents the results of the firm's conflicts clearance process undertaken in connection with the proposed engagement of Calderwood & Harkness LLP by Solara Digital Infrastructure LP ("Solara" or "SDILP") to prepare and submit a private letter ruling ("PLR") request to the Internal Revenue Service (the "IRS"). The purpose of this memorandum is to provide a comprehensive record of all searches performed, all results obtained, and all analysis conducted in determining whether any conflicts of interest—actual, potential, or positional—exist that would prohibit or restrict the firm's acceptance of the proposed engagement.
The engagement involves the preparation and submission of a PLR request to the IRS Office of the Associate Chief Counsel (International) regarding the tax treatment of a cross-border fund-platform reorganization involving multiple Solara fund vehicles organized across Delaware, the Cayman Islands, and Luxembourg. The reorganization is a multi-step transaction intended to consolidate four offshore fund vehicles into a newly established Delaware-domiciled master fund structure, with corresponding feeder vehicles to accommodate non-U.S. and U.S. tax-exempt investors. The PLR request will seek confirmation of tax-free treatment under several provisions of the Internal Revenue Code and Treasury Regulations, and will require the firm to take positions on behalf of the client before the IRS.
Conflicts searches were conducted in the firm's proprietary conflicts management system ("C&H Clearance") on May 9, 10, and 11, 2025. The searches encompassed all parties, entities, key personnel, counterparties, opposing and co-counsel, representative limited partners, portfolio companies whose interests are being transferred, and third-party service providers and advisors identified in connection with the matter. Supplemental manual inquiries were also directed to seven practice groups across the firm's Washington, D.C., New York, and London offices, and a separate email inquiry was circulated to all partners and counsel in the Tax Department.
Conclusion: No disqualifying conflicts have been identified. The engagement may proceed subject to the conditions noted in Section VIII below, which principally relate to ongoing monitoring obligations and the limited informational flags associated with Ashford National Bank, N.A. and Whitfield, Carruthers & Doyle LLP.
II. Engagement Description
Client: Solara Digital Infrastructure LP, a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. Solara is a private equity fund sponsor focused on digital infrastructure investments, including data centers, cloud computing platforms, edge computing networks, fiber-optic infrastructure, and software-as-a-service ("SaaS") holding companies. As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management across multiple fund vehicles.
Client Contact: Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP; Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP. Ms. Narasimhan and Mr. Dalmqvist will serve as the primary points of contact for all engagement-related matters. Day-to-day tax technical communications will be directed principally through Mr. Dalmqvist, while engagement administration, billing, and privilege matters will be coordinated through Ms. Narasimhan.
Nature of Engagement: Preparation and submission of a private letter ruling request to the IRS seeking confirmation of tax-free treatment under Internal Revenue Code ("IRC") §§ 721 (contributions to partnerships), 731 (distributions by partnerships), 752 (treatment of certain liabilities), 704(c) (contributed property with built-in gain or loss), 367 (inapplicability to partnership transfers), 1446 (withholding on foreign partners' share of effectively connected income), and Treasury Regulation § 301.7701-3 (entity classification elections) for a multi-step cross-border reorganization consolidating four offshore fund vehicles into a newly established Delaware-domiciled master fund structure. The PLR request will address the proposed restructuring of Solara's existing parallel fund architecture—currently comprising separate Delaware, Cayman Islands, and Luxembourg vehicles for Fund IV and Fund V—into a single master-feeder structure. The proposed structure involves the formation of four new entities: a Delaware master fund, a Delaware general partner entity, a Cayman Islands feeder vehicle for non-U.S. investors, and a Cayman Islands feeder vehicle for U.S. tax-exempt investors.
Engagement Team: The engagement team consists of the following attorneys:
•  Leonard Cross, Responsible Partner (Washington, D.C. office)
•  Sylvia Hartwell, Billing Partner (New York office)
•  Robert Jansen, Lead Associate (Washington, D.C. office)
•  Garrett Simmons, Working Associate (New York office)
Additional attorneys may be added to the engagement team as warranted by the complexity of the PLR submission. Any additions will be subject to supplemental conflicts screening prior to assignment.
Anticipated Fee Arrangement: The engagement will be billed at a blended hourly rate of $1,175 per hour. Based on the scope of the PLR request and the complexity of the multi-step reorganization, estimated fees are in the range of $1.8 million to $2.4 million. Estimated disbursements are approximately $85,000, which includes the IRS user fee of $38,000 applicable to PLR requests of this nature, as well as anticipated costs for filings, courier services, document reproduction, and travel. The fee arrangement is memorialized in the engagement letter dated May 12, 2025.
III. Entities Searched
The following is a comprehensive list of all entities and individuals for which conflicts searches were conducted. Searches were organized into six categories: (A) Client Entities, (B) Key Portfolio Companies, (C) Key Personnel of Client, (D) Counterparty / Adverse Counsel, (E) Key Investors / Limited Partners (Representative), and (F) Third-Party Service Providers and Advisors. A full conflicts database search was performed for each entity and individual, including all known variants, abbreviations, prior names, and associated identification numbers.
A. Client Entities
Full conflicts database searches were performed for each of the following entities, including all known variants, abbreviations, and prior names:
1.  Solara Digital Infrastructure LP (EIN: 82-4917366) — Delaware limited partnership; the client and primary sponsor entity; AUM of approximately $14.7 billion as of March 31, 2025. Search variants included: "Solara," "SDILP," "Solara Digital," "Solara Digital Infrastructure," "Solara Digital Infra," and "Solara DI LP."
2.  Solara Digital Infrastructure GP LLC (EIN: 82-4917365) — Delaware limited liability company; general partner of SDILP and the existing fund vehicles; registered agent: Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. Search variants included: "Solara GP," "SDILP GP," "Solara Digital Infrastructure GP," and "Solara GP LLC."
3.  Solara Digital Partners Fund IV LP (EIN: 85-2103748) — Delaware limited partnership; $4.2 billion fund (vintage 2021); approximately 72% deployed as of the date of this memorandum. Search variants included: "Solara Fund IV," "SDP Fund IV," "Solara Digital Partners IV," and "Fund IV LP."
4.  Solara Digital Partners Fund IV-A (Cayman) LP (EIN: 98-6241503; CIMA registration MF-72491) — Cayman Islands exempted limited partnership; $1.85 billion parallel fund for non-U.S. and U.S. tax-exempt investors; registered office: Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Search variants included: "Fund IV-A Cayman," "Solara Fund IV-A," "SDP Fund IV-A Cayman," and "Solara Cayman Fund IV-A."
5.  Solara Digital Partners Fund IV-B (Luxembourg) SCSp (EIN: 98-6241571; RCS B 248193) — Luxembourg special limited partnership (société en commandite spéciale); €1.15 billion (approximately $1.24 billion at 1.08 EUR/USD); registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Search variants included: "Fund IV-B Lux," "Solara Fund IV-B Luxembourg," "SDP Fund IV-B SCSp," and "Solara Lux Fund IV-B."
6.  Solara Offshore GP Ltd. — Cayman Islands exempted company; general partner of Fund IV-A Cayman and Fund V-A Cayman. Search variants included: "Solara Offshore GP," "Solara Cayman GP," and "Solara Offshore GP Limited."
7.  Solara Luxembourg Management S.à r.l. (RCS B 248194) — Luxembourg société à responsabilité limitée; general partner of Fund IV-B Lux and Fund V-B Lux. Search variants included: "Solara Lux Management," "Solara Luxembourg Mgmt," "Solara Lux GP," and "Solara Luxembourg Management SARL."
8.  Solara Digital Partners Fund V LP (EIN: 88-3467219) — Delaware limited partnership; $5.6 billion fund (vintage 2023); approximately 38% deployed as of the date of this memorandum. Search variants included: "Solara Fund V," "SDP Fund V," "Solara Digital Partners V," and "Fund V LP."
9.  Solara Digital Partners Fund V-A (Cayman) LP (EIN: 98-7891234; CIMA registration MF-89103) — Cayman Islands exempted limited partnership; $2.45 billion; registered office: Harborstone Corporate Services Ltd., George Town, Grand Cayman. Search variants included: "Fund V-A Cayman," "Solara Fund V-A," "SDP Fund V-A Cayman," and "Solara Cayman Fund V-A."
10.  Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN: 98-7891267; RCS B 271056) — Luxembourg SCSp; €1.38 billion (approximately $1.49 billion at 1.08 EUR/USD); registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Search variants included: "Fund V-B Lux," "Solara Fund V-B Luxembourg," "SDP Fund V-B SCSp," and "Solara Lux Fund V-B."
11.  Solara Consolidated Master Fund LP — Delaware limited partnership (to be formed); proposed master fund vehicle. Search variants included: "Solara Master Fund," "SCMF LP," "Solara Consolidated Master," and "Consolidated Master Fund LP."
12.  Solara Consolidated Master Fund GP LLC — Delaware limited liability company (to be formed); proposed general partner of the Consolidated Master Fund. Search variants included: "SCMF GP," "Solara Master Fund GP," and "Consolidated Master Fund GP."
13.  Solara International Feeder (Cayman) LP — Cayman Islands exempted limited partnership (to be formed); proposed feeder vehicle for non-U.S. investors. Search variants included: "Solara International Feeder," "Solara Cayman Feeder," and "SIFC LP."
14.  Solara Tax-Exempt Feeder (Cayman) LP — Cayman Islands exempted limited partnership (to be formed); proposed feeder vehicle for U.S. tax-exempt investors. Search variants included: "Solara Tax-Exempt Feeder," "Solara TE Feeder," and "STEFC LP."
B. Key Portfolio Companies
Searches were also conducted for the following representative portfolio company entities whose interests are being transferred as part of the proposed reorganization. These entities were included in the conflicts search because their ownership interests will be contributed, distributed, or otherwise transferred among Solara fund vehicles in the course of the multi-step restructuring, and any existing firm representation of these entities could give rise to a conflict or duty-of-loyalty issue:
15.  NovaBright Data Systems Inc. — Delaware corporation; data center operator; fair market value ("FMV") $890 million; held by Fund IV-A Cayman (60%) and Fund IV LP (40%). Search variants included: "NovaBright," "NovaBright Data," "NovaBright Data Systems," and "NBDS Inc."
16.  Crestline Cloud Solutions LLC — Delaware limited liability company (disregarded entity for federal income tax purposes); SaaS platform; FMV €340 million ($367 million); held by Fund IV-B Lux (100%). Search variants included: "Crestline Cloud," "Crestline," "CCS LLC," and "Crestline Cloud Solutions."
17.  Veridian Edge Computing Corp. — Delaware corporation; edge computing infrastructure; FMV $1.12 billion; held by Fund V-A Cayman (55%) and Fund V LP (45%). Search variants included: "Veridian Edge," "Veridian," "VEC Corp," and "Veridian Edge Computing."
18.  Thorngate Fiber Networks LP — Delaware limited partnership; fiber-optic network operator; FMV $670 million; held by Fund IV-A Cayman (100%). Search variants included: "Thorngate Fiber," "Thorngate," "TFN LP," and "Thorngate Fiber Networks."
19.  Helix SaaS Holdings Ltd. — Cayman Islands exempted company; SaaS holding company; FMV $445 million; held by Fund V-A Cayman (100%). Search variants included: "Helix SaaS," "Helix Holdings," "Helix SaaS Holdings," and "HSH Ltd."
C. Key Personnel of Client
Searches were performed for the following individuals associated with Solara. Individual name searches were conducted using both full legal names and common variations or abbreviations, and cross-referenced against the firm's database of individual contacts associated with client and counterparty entities:
20.  Viktor Raines — Managing Partner & Founder, Solara Digital Infrastructure LP; age 52; former managing director at Havensgate Capital Partners; Manager of Solara Digital Infrastructure GP LLC. Search variants included: "Victor Raines," "V. Raines," and "Viktor J. Raines."
21.  Meredith Tsao — Chief Operating Officer, Solara Digital Infrastructure LP; age 47. Search variants included: "M. Tsao," "Meredith C. Tsao," and "Meredith Tsao."
22.  Douglas Wexford — Chief Financial Officer, Solara Digital Infrastructure LP; age 50. Search variants included: "Doug Wexford," "D. Wexford," and "Douglas A. Wexford."
23.  Priya Narasimhan — General Counsel, Solara Digital Infrastructure LP; age 44. Search variants included: "P. Narasimhan," "Priya V. Narasimhan," and "Priya Narasimhan."
24.  Stefan Dalmqvist — Head of Tax, Solara Digital Infrastructure LP; age 46. Search variants included: "S. Dalmqvist," "Stefan M. Dalmqvist," "Stephan Dalmqvist," and "Stefan Lindquist."
D. Counterparty / Adverse Counsel
The following entities and individuals were searched as counterparty or adverse counsel in connection with the proposed engagement. Although the PLR request itself does not involve adversarial proceedings in the traditional sense, these parties serve review or advisory functions on behalf of limited partners or other stakeholders whose interests may, in certain circumstances, diverge from those of the client:
25.  Whitfield, Carruthers & Doyle LLP — Limited liability partnership; headquartered at 200 South Biscayne Boulevard, Suite 4000, Miami, FL 33131; outside counsel to the LP Advisory Committee ("LPAC") of Funds IV and V; reviewing the proposed reorganization for LP consent purposes. Search variants included: "Whitfield Carruthers," "WC&D," "Whitfield Carruthers Doyle," and "WCD LLP."
26.  Diana Carruthers — Partner (Fund Formation & Tax), Whitfield, Carruthers & Doyle LLP; key attorney for the LPAC review. Search variants included: "D. Carruthers," "Diana M. Carruthers," and "Diana Carruthers."
27.  Bramhall & Quelwick LLP — Limited liability partnership; headquartered at 44 Montgomery Street, Suite 3600, San Francisco, CA 94104; independent tax counsel retained by Nordhaven Sovereign Wealth Fund to evaluate U.S. withholding tax and treaty implications of the reorganization. Search variants included: "Bramhall Quelwick," "B&S LLP," "Bramhall & Quelwick," and "Bramhall Quelwick LLP."
28.  Jason Tremaine — Partner (International Tax), Bramhall & Quelwick LLP; key attorney advising Nordhaven Sovereign Wealth Fund. Search variants included: "J. Tremaine," "Jason R. Tremaine," and "Jason Tremaine."
E. Key Investors / Limited Partners (Representative)
Searches were conducted for the following representative limited partners in Solara's fund vehicles. These investors collectively represent a significant portion of committed capital across Funds IV and V and their parallel vehicles, and were included in the conflicts search to confirm that the firm does not currently represent any limited partner whose interests could diverge from those of the client in connection with the reorganization:
29.  Pinnacle State Employees' Retirement System — U.S. public pension fund; domiciled in the State of Pinnacle; committed capital: $275 million (Fund IV), $340 million (Fund V); contact: Margaret Faulkner, CIO. Search variants included: "Pinnacle SERS," "Pinnacle State Retirement," "PSERS," and "Pinnacle State Employees Retirement."
30.  Grandview University Endowment — U.S. tax-exempt endowment; domiciled in Massachusetts; committed capital: $120 million (Fund IV), $185 million (Fund V); contact: Harold Kingsley, Director of Investments. Search variants included: "Grandview Endowment," "GUE," "Grandview Univ Endowment," and "Grandview University."
31.  Nordhaven Sovereign Wealth Fund — Non-U.S. sovereign wealth fund; domiciled in the Kingdom of Nordhaven; committed capital: $380 million (Fund IV-A Cayman), $500 million (Fund V-A Cayman); contact: Anders Bjørkman, Head of Alternative Investments. Search variants included: "Nordhaven SWF," "Nordhaven Sovereign," "NSWF," and "Kingdom of Nordhaven." Note: Nordhaven has independently retained Bramhall & Quelwick LLP (Item 27 above) for evaluation of U.S. withholding tax and treaty implications.
32.  Kestrel Pacific Insurance Group — Non-U.S. insurance company; domiciled in Singapore; committed capital: €200 million (Fund IV-B Lux), €275 million (Fund V-B Lux); contact: Christine Leung, Senior Portfolio Manager. Search variants included: "Kestrel Pacific," "KPIG," "Kestrel Insurance," and "Kestrel Pacific Insurance."
33.  Argyle Family Office Holdings LLC — U.S. taxable family office; Delaware limited liability company; committed capital: $95 million (Fund IV), $130 million (Fund V); contact: Elliot Argyle, Principal. Search variants included: "Argyle Family Office," "AFO Holdings," "Argyle Holdings," and "Argyle Family Office Holdings."
F. Third-Party Service Providers and Advisors
Searches were conducted for the following third-party service providers, advisors, and other entities associated with Solara and the proposed engagement. These entities were included in the search to identify any existing firm relationships that could give rise to conflicts, positional conflicts, or duty-of-loyalty concerns:
34.  Meridian Offshore Legal — Partnership (Cayman Islands); Caledonia House, 69 Dr. Roy's Drive, George Town, Grand Cayman KY1-1103; Cayman Islands counsel to Solara; key attorney: Fiona McAllister, Partner. Search variants included: "Meridian Offshore," "MOL," and "Meridian Offshore Legal."
35.  Veldhuis & Gérard S.à r.l. — Société à responsabilité limitée (Luxembourg); 22, boulevard Royal, L-2449 Luxembourg; Luxembourg counsel to Solara; key attorney: Marc Gérard, Managing Partner. Search variants included: "Veldhuis Gerard," "V&G," "Veldhuis & Gerard," and "Veldhuis Gerard SARL."
36.  Caldwell Pierce & Co. LLP — Limited liability partnership; 400 Renaissance Center, Suite 2500, Detroit, MI 48243; independent accounting firm and tax compliance provider to Solara; key contact: Helen Okamoto, Partner (Financial Services Tax). Search variants included: "Caldwell Pierce," "CP&Co," "Caldwell Pierce & Co," and "Caldwell Pierce LLP."
37.  Redstone Advisory Group LLC — Delaware limited liability company; 750 Seventh Avenue, 21st Floor, New York, NY 10019; transfer pricing and valuation advisory firm retained by Solara; key contact: Marco DeLuca, Managing Director. Search variants included: "Redstone Advisory," "RAG LLC," "Redstone," and "Redstone Advisory Group."
38.  Clarendon Fund Services Ltd. — Cayman Islands exempted company; Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108; fund administrator for all Solara offshore vehicles; key contact: Rachel Okonkwo, Client Relationship Director. Search variants included: "Clarendon Fund Services," "CFS Ltd," "Clarendon Fund," and "Clarendon."
39.  Ashford National Bank, N.A. — National banking association; 225 West Wacker Drive, Suite 5000, Chicago, IL 60606; subscription credit facility lender for Funds IV ($1.1 billion revolving credit facility) and V ($1.5 billion revolving credit facility); key contact: Thomas Greenleaf, Managing Director (Fund Finance). Search variants included: "Ashford National," "ANB," "Ashford Bank," "Ashford National Bank," and "Ashford N.A."
40.  Sentinel Capital Markets LLC — Delaware limited liability company; One Bryant Park, 42nd Floor, New York, NY 10036; co-lender and administrative agent under the Fund V subscription facility; key contact: Laura Pak, Vice President. Search variants included: "Sentinel Capital," "Sentinel CM," "SCM LLC," and "Sentinel Capital Markets."
41.  Capitol Registered Agents Inc. — Delaware corporation; 850 New Burton Road, Suite 201, Dover, DE 19904; registered agent for all Solara Delaware entities. Search variants included: "Capitol Registered Agents," "CRA Inc," and "Capitol RA."
42.  Hawkstone Specialty Insurance Co. — Stock insurance company (domiciled in Connecticut); 100 Constitution Plaza, Hartford, CT 06103; D&O/E&O coverage for Solara GP and fund entities; $50 million aggregate policy limit; key contact: Neil Braddock, Senior Underwriter. Search variants included: "Hawkstone Specialty," "Hawkstone Insurance," "Hawkstone," and "HSI Co."
43.  Harborstone Corporate Services Ltd. — Cayman Islands registered office provider; P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111; registered office for Solara's Cayman Islands entities. Search variants included: "Harborstone Corporate," "Harborstone," "HCS Ltd," and "Harborstone Corporate Services."
44.  Havensgate Capital Partners — Prior employer of Viktor Raines; searched for potential conflicts relating to former affiliations. Search variants included: "Havensgate Capital," "Havensgate," "HCP," and "Havensgate Capital Partners."
IV. Search Methodology
The conflicts clearance process for this engagement was conducted in accordance with Calderwood & Harkness LLP's Standard Conflicts Procedures (last revised January 2025) and the requirements of the applicable Rules of Professional Conduct.
All searches were conducted using Calderwood & Harkness LLP's proprietary conflicts management system ("C&H Clearance") on May 9, 10, and 11, 2025. C&H Clearance is a comprehensive database that records and indexes all current and former client engagements, counterparties, adverse parties, related entities, and key individuals associated with the firm's matters across all offices worldwide. The system employs fuzzy-matching algorithms and phonetic search capabilities to capture potential matches even where entity or individual names contain variations, misspellings, or abbreviations.
Search terms included the following categories of identifiers for each entity and individual listed in Section III above:
(a) Full legal names of each entity, including jurisdiction of formation and entity type designations (e.g., "LP," "LLC," "Ltd.," "S.à r.l.," "SCSp");
(b) All known short names and abbreviations (e.g., "Solara," "SDILP," "Fund IV-A Cayman," "WC&D," "ANB");
(c) All prior or alternate entity names, including former trade names and d/b/a designations, where known;
(d) All individual names, including first name, last name, middle initial, and common spelling variants (e.g., "Viktor" / "Victor," "Stefan" / "Stephan," "Dalmqvist" / "Lindquist");
(e) Employer Identification Numbers ("EINs") and foreign registration numbers (e.g., CIMA registration numbers, RCS Luxembourg numbers), where available; and
(f) Key addresses, including principal office addresses, registered office addresses, and registered agent addresses.
The search covered all active and closed matters from the firm's database going back to the inception of the database in 2001, a period encompassing approximately twenty-four years of the firm's practice history. Closed matters were included in the search to identify any prior representations that, while no longer active, could give rise to obligations of loyalty, confidentiality, or other duties owed to former clients.
In addition to the database searches, supplemental manual inquiries were directed to the following Calderwood & Harkness LLP practice groups to identify any representations, relationships, or potential conflicts that might not be fully captured in the electronic database:
•  Tax (New York, Washington, D.C., and London offices)
•  Private Equity / Fund Formation (New York and London offices)
•  Capital Markets (New York office)
•  Banking & Finance (New York and Chicago offices)
•  International Arbitration (Washington, D.C. and London offices)
•  intellectual Property / Technology (New York and San Francisco offices)
•  Real Estate (New York office)
Each practice group was provided with the complete list of entities and individuals set forth in Section III above and was requested to confirm whether any current or former representation, advisory relationship, or other professional engagement existed with respect to any such entity or individual.
Additionally, all partners and counsel in the Tax Department across the firm's New York, Washington, D.C., and London offices were circulated a separate conflicts inquiry email on May 10, 2025. The email contained the complete list of searched entities and individuals and requested each recipient to disclose any prior or current representation, personal or professional relationship, financial interest, or other circumstance that could give rise to a potential conflict of interest. Responses were requested by 5:00 p.m. EDT on May 11, 2025, and all responses were received within the requested timeframe.
The results of all database searches, practice group inquiries, and individual partner/counsel responses are summarized in Section V below.
V. Search Results
A. Client Entities (Items 1–14)
No current or prior representations of any Solara entity were identified in the firm's conflicts database. The searches encompassed all fourteen Solara-affiliated entities listed in Section III.A above, including the four entities that are to be formed as part of the proposed reorganization (Items 11–14). Although the to-be-formed entities do not yet exist, the searches were performed using projected entity names to confirm that no other client entity with a similar name is currently in the firm's database, which could give rise to confusion or inadvertent conflicts in the future.
No attorney in any practice group reported any prior professional relationship with any Solara entity. The separate email inquiry circulated to Tax Department partners and counsel likewise returned no reports of prior or current relationships with any Solara-affiliated entity.
Conclusion: Clear — no conflicts.
B. Key Portfolio Companies (Items 15–19)
•  NovaBright Data Systems Inc. (Item 15): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with NovaBright.
•  Crestline Cloud Solutions LLC (Item 16): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with Crestline.
•  Veridian Edge Computing Corp. (Item 17): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with Veridian.
•  Thorngate Fiber Networks LP (Item 18): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with Thorngate.
•  Helix SaaS Holdings Ltd. (Item 19): No hits in the conflicts database. No current or prior representation by any Calderwood & Harkness practice group. No partner or counsel reported any prior professional relationship with Helix.
Conclusion: Clear — no conflicts. Calderwood & Harkness does not currently represent and has not previously represented any portfolio company whose interests are being transferred in the proposed reorganization.
C. Key Personnel (Items 20–24)
•  Viktor Raines (Item 20): No hits in the conflicts database for Viktor Raines individually. A supplemental search was also conducted for "Havensgate Capital Partners," Mr. Raines's former employer, to identify any potential conflicts arising from prior affiliations. No current or prior representation of Havensgate Capital Partners was identified in the firm's database. No partner or counsel reported any prior professional or personal relationship with Mr. Raines.
•  Meredith Tsao (Item 21): No hits in the conflicts database. No partner or counsel reported any prior professional or personal relationship with Ms. Tsao.
•  Douglas Wexford (Item 22): No hits in the conflicts database. No partner or counsel reported any prior professional or personal relationship with Mr. Wexford.
•  Priya Narasimhan (Item 23): No hits in the conflicts database. No partner or counsel reported any prior professional or personal relationship with Ms. Narasimhan.
•  Stefan Dalmqvist (Item 24): No hits in the conflicts database. No partner or counsel reported any prior professional or personal relationship with Mr. Dalmqvist.
Conclusion: Clear — no conflicts.
D. Counterparty / Adverse Counsel (Items 25–28)
•  Whitfield, Carruthers & Doyle LLP (Item 25): Identified in the firm's database as opposing counsel in two prior matters. The first was an unrelated fund formation matter in which Calderwood & Harkness represented a different client and Whitfield, Carruthers & Doyle represented an opposing party; that matter was opened in 2019 and is now closed (Matter No. 20190314-CLF-FF). The second was a regulatory advisory matter in 2022 in which the two firms represented different parties in a non-adversarial proceeding; that matter is also now closed (Matter No. 20220728-GHI-RA). Neither prior matter involved Solara or any entity related to Solara, and neither involved any subject matter overlap with the current engagement. In the current engagement, Whitfield, Carruthers & Doyle LLP serves as LPAC counsel; their role is non-adversarial in nature, as they are reviewing the proposed reorganization on behalf of the LP Advisory Committee for purposes of LP consent, rather than representing a party in litigation or a transaction counterparty in an arm's-length negotiation.
•  Diana Carruthers (Item 26): No individual hits in the conflicts database apart from her association with Whitfield, Carruthers & Doyle LLP in the two closed matters noted above. No partner or counsel reported any prior professional or personal relationship with Ms. Carruthers.
•  Bramhall & Quelwick LLP (Item 27): Identified in the firm's database as co-counsel on one prior matter: an international tax advisory engagement for a different client in 2020, in which both Calderwood & Harkness and Bramhall & Quelwick served as co-counsel on the same side of the engagement (Matter No. 20200915-MNO-ITA). That matter is now closed. There was no adversity between the two firms in that engagement, and there is no subject matter overlap with the current engagement. In the current matter, Bramhall & Quelwick serves as independent tax counsel to Nordhaven Sovereign Wealth Fund and is not adverse to Solara. Their role is limited to evaluating U.S. withholding tax and treaty implications of the reorganization on behalf of their client, Nordhaven.
•  Jason Tremaine (Item 28): No individual hits in the conflicts database apart from his association with Bramhall & Quelwick LLP in the closed matter noted above. No partner or counsel reported any prior professional or personal relationship with Mr. Tremaine.
Conclusion: No disqualifying conflicts. The prior matters involving Whitfield, Carruthers & Doyle LLP and Bramhall & Quelwick LLP are unrelated to the current engagement, are closed, and involved no representation of or adversity to any Solara entity. Neither firm occupies an adverse position to the client in this engagement; both serve review or advisory roles for LP-side participants. The prior appearances of these firms in the firm's database are informational only and do not give rise to any disqualifying or material conflict of interest.
E. Key Investors / Limited Partners (Items 29–33)
•  Pinnacle State Employees' Retirement System (Item 29): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Pinnacle SERS. No partner or counsel reported any prior professional relationship with Pinnacle SERS or any of its representatives.
•  Grandview University Endowment (Item 30): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Grandview University Endowment. No partner or counsel reported any prior professional relationship with the Endowment or any of its representatives.
•  Nordhaven Sovereign Wealth Fund (Item 31): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Nordhaven SWF. As noted in Section V.D above, Bramhall & Quelwick LLP has been retained by Nordhaven SWF to independently evaluate U.S. withholding tax and treaty implications of the reorganization. Calderwood & Harkness does not represent Nordhaven, and Nordhaven's interests are not adverse to Solara in this engagement. The PLR request, if favorable, would benefit all limited partners, including Nordhaven, by confirming the tax-free treatment of the reorganization.
•  Kestrel Pacific Insurance Group (Item 32): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Kestrel Pacific Insurance Group. No partner or counsel reported any prior professional relationship with Kestrel Pacific or any of its representatives.
•  Argyle Family Office Holdings LLC (Item 33): No hits in the conflicts database. Calderwood & Harkness does not currently represent and has not previously represented Argyle Family Office Holdings. No partner or counsel reported any prior professional relationship with Argyle or any of its representatives.
Conclusion: Clear — no conflicts. Calderwood & Harkness does not represent any limited partner of any Solara fund vehicle. The interests of the representative limited partners identified above are not adverse to the client in the context of this engagement; rather, a favorable PLR ruling would benefit all limited partners by providing certainty regarding the tax-free treatment of the reorganization.
F. Third-Party Service Providers and Advisors (Items 34–44)
•  Meridian Offshore Legal (Item 34): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.
•  Veldhuis & Gérard S.à r.l. (Item 35): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.
•  Caldwell Pierce & Co. LLP (Item 36): Identified in the firm's database as auditor and/or advisor to two other Calderwood & Harkness clients in unrelated matters. In the first instance, Caldwell Pierce serves as the independent auditor for a Calderwood & Harkness client in the financial services sector (Matter No. 20210622-PQR-AUD). In the second instance, Caldwell Pierce provided tax compliance advisory services to a different Calderwood & Harkness client in connection with a cross-border restructuring (Matter No. 20230411-STU-TC). In neither case is Calderwood & Harkness adverse to Caldwell Pierce; in both cases, Caldwell Pierce serves in a collaborative professional services capacity alongside Calderwood & Harkness or alongside other counsel engaged by the same client. In the current engagement, Caldwell Pierce serves as Solara's independent accounting firm and tax compliance provider, a collaborative role that does not create adversity between Calderwood & Harkness and Caldwell Pierce.
•  Redstone Advisory Group LLC (Item 37): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.
•  Clarendon Fund Services Ltd. (Item 38): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.
•  Ashford National Bank, N.A. (Item 39): Identified in the firm's database as a party in several prior and ongoing banking and finance matters in which Calderwood & Harkness represents other clients. A review of each such matter was conducted to evaluate whether any conflict or potential conflict exists. The review confirmed the following:
(a) None of the identified matters involves Solara or any Solara fund vehicle;
(b) None of the identified matters involves a subscription credit facility for any private equity fund;
(c) None of the identified matters involves any subject matter that would create a positional or issue conflict with the current engagement; and
(d) In no identified matter does Calderwood & Harkness represent Ashford National Bank; rather, in each case, Ashford appears as a counterparty, lender, or other party on the opposite side of a transaction from the firm's client.
The current engagement does not involve representation adverse to Ashford National Bank. Rather, the lender consent process will involve requesting Ashford's consent to the reorganization under the terms of the existing subscription credit facilities for Funds IV and V, but Calderwood & Harkness represents Solara (the borrower) in that process, not Ashford. This is a standard borrower-side function that does not constitute adverse representation against the lender. A more detailed analysis of this flag is set forth in Section VI.A below.
•  Sentinel Capital Markets LLC (Item 40): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.
•  Capitol Registered Agents Inc. (Item 41): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.
•  Hawkstone Specialty Insurance Co. (Item 42): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.
•  Harborstone Corporate Services Ltd. (Item 43): No hits in the conflicts database. No partner or counsel reported any prior professional relationship.
•  Havensgate Capital Partners (Item 44): No hits in the conflicts database. Searched as the former employer of Viktor Raines (Item 20) to identify any potential conflicts arising from prior affiliations. No current or prior representation of Havensgate Capital Partners was identified.
Conclusion: No disqualifying conflicts. Minor informational flags have been noted regarding Caldwell Pierce & Co. LLP (which serves in a collaborative professional services capacity in two other Calderwood & Harkness matters and will serve a collaborative role in this engagement) and Ashford National Bank, N.A. (which appears as a counterparty in other Calderwood & Harkness matters but is not adverse to the client in this engagement). These flags do not rise to the level of disqualifying or material conflicts and are addressed in further detail in Section VI below.
VI. Analysis of Potential Conflict Issues
This Section provides a detailed analysis of the three informational flags identified in the search results that warrant further discussion, even though none rises to the level of a disqualifying conflict.
A. Ashford National Bank, N.A. — Detailed Analysis
Calderwood & Harkness has represented clients in matters involving Ashford National Bank, N.A. in other contexts. As noted in Section V.F above, Ashford appears in the firm's conflicts database as a counterparty in several prior and ongoing banking and finance matters. In those matters, Calderwood & Harkness represents borrower-side clients in transactions where Ashford serves as a lender, syndicate participant, or other financial institution counterparty. None of those matters involves Solara, any Solara fund vehicle, or any subscription credit facility for a private equity fund.
In the current engagement, Calderwood & Harkness's role with respect to Ashford is limited to preparing and submitting lender consent requests on behalf of Solara (the borrower) under the Fund IV subscription credit facility ($1.1 billion revolving credit facility) and the Fund V subscription credit facility ($1.5 billion revolving credit facility). Under the terms of each credit agreement, the proposed reorganization likely requires the prior written consent of the lender syndicate, of which Ashford serves as the lead lender for both facilities. Calderwood & Harkness will prepare consent request documentation and supporting materials for submission to Ashford on Solara's behalf. This is not adverse representation against Ashford; rather, it is a standard borrower-side process of requesting required consent for a structural reorganization that does not contemplate any modification of the credit terms, reduction of collateral, or other action that would be prejudicial to the lender.
No confidential information of Ashford National Bank has been obtained by any member of the engagement team through any prior Calderwood & Harkness matter. The engagement team members—Leonard Cross, Sylvia Hartwell, Robert Jansen, and Garrett Simmons—have confirmed that they have not personally worked on any matter involving Ashford National Bank in any capacity. Accordingly, there is no risk of inadvertent disclosure or misuse of Ashford's confidential information.
No ethical wall or information barrier is required in connection with this flag.
Conclusion: No conflict. The informational flag regarding Ashford National Bank is noted for the record but does not give rise to a disqualifying, material, or potential conflict of interest. However, as noted in Section VIII below, if the scope of lender consent work expands beyond standard consent requests—for example, if disputes arise with Ashford regarding consent terms, or if the engagement evolves to include negotiation of amendments to the credit facilities—the conflicts assessment should be revisited and updated at that time.
B. Whitfield, Carruthers & Doyle LLP — Detailed Analysis
As noted in Section V.D above, Whitfield, Carruthers & Doyle LLP appeared as opposing counsel in two prior closed matters in the firm's database. The first matter (Matter No. 20190314-CLF-FF) was a fund formation engagement in 2019 in which the two firms represented different parties, and the second (Matter No. 20220728-GHI-RA) was a regulatory advisory matter in 2022. Both matters are closed, and neither involved Solara or any related entity.
In the current engagement, the relationship between Calderwood & Harkness and Whitfield, Carruthers & Doyle is not adversarial. Whitfield, Carruthers & Doyle serves as outside counsel to the LP Advisory Committee of Funds IV and V. The LPAC's role in the context of the proposed reorganization is to review the transaction, evaluate its terms and conditions, and make a recommendation to the limited partners regarding whether to grant consent. This process has already advanced significantly: at the April 22, 2025 LPAC meeting, the reorganization received preliminary approval from limited partners holding 78% of the aggregate committed capital, well above the contractual threshold for consent. Whitfield, Carruthers & Doyle's remaining work is expected to involve finalization of the LPAC opinion letter and any related documentation, a process that is collaborative in nature and does not place the firm in an adversarial position vis-à-vis Calderwood & Harkness or Solara.
No confidential information of Whitfield, Carruthers & Doyle or any party represented by that firm in the prior closed matters has been obtained by any member of the current engagement team. No ethical wall or information barrier is required.
Conclusion: No conflict. The prior matters involving Whitfield, Carruthers & Doyle are unrelated and closed, and the current engagement does not create any adversity between the firms. This flag is informational only.
C. Multiple-Client / Multi-Entity Representation
The engagement involves representation of Solara Digital Infrastructure LP and, by extension, multiple affiliated fund vehicles that share common general partners (Solara Digital Infrastructure GP LLC, Solara Offshore GP Ltd., and Solara Luxembourg Management S.à r.l.) and common management. The multi-entity nature of the representation requires analysis under the rules governing concurrent representation of multiple clients to confirm that no conflicts exist among the various Solara entities.
All fund vehicles and affiliated entities included in the scope of this engagement are under common control of Viktor Raines and Solara Digital Infrastructure GP LLC. The general partner entities for each fund vehicle (both Delaware and offshore) are wholly owned or controlled by Solara Digital Infrastructure LP or its principals. The investment decisions, management, and day-to-day operations of all fund vehicles are directed by the same management team at Solara. There is no divergence of control or economic interest among the Solara entities in the context of the proposed reorganization; all entities share the common objective of achieving tax-free treatment for the consolidation of offshore vehicles into the master-feeder structure.
No conflict exists among the various Solara entities because they are commonly controlled and their interests are aligned in this reorganization. The proposed restructuring is designed to benefit all fund vehicles and their respective limited partners by simplifying the fund architecture, reducing administrative costs, and achieving operational efficiencies, while preserving the tax attributes of each vehicle.
The engagement letter, dated May 12, 2025 and countersigned by Priya Narasimhan on behalf of Solara Digital Infrastructure LP, identifies the client as Solara Digital Infrastructure LP and specifies the scope of representation to encompass all affiliated fund vehicles listed in Section III.A above. The engagement letter further provides that Solara Digital Infrastructure LP is authorized to direct the engagement on behalf of all affiliated entities and that, in the event of any divergence of interest among the Solara entities, Calderwood & Harkness will promptly notify the client and evaluate whether continued representation of all entities remains appropriate.
Conclusion: No conflict. The multi-entity representation is appropriate given the common control, aligned interests, and informed consent of the client as memorialized in the engagement letter.
VII. Confirmation of Clearance
Based on the comprehensive search results and the analysis set forth in Sections V and VI above, the undersigned confirm that no disqualifying conflicts of interest have been identified in connection with Calderwood & Harkness LLP's engagement by Solara Digital Infrastructure LP for the private letter ruling request matter (engagement number 20250527-SDILP-PLR).
The conflicts clearance process encompassed searches for forty-four entities and individuals across the firm's complete database of current and former matters, supplemented by manual inquiries directed to seven practice groups and a separate email canvass of all partners and counsel in the Tax Department. The search results identified informational flags relating to Ashford National Bank, N.A. (a lender to the client's fund vehicles that appears as a counterparty in other Calderwood & Harkness matters) and Whitfield, Carruthers & Doyle LLP (LP Advisory Committee counsel that appeared as opposing counsel in two prior closed matters). Neither flag rises to the level of a disqualifying or material conflict, as analyzed in detail in Section VI above.
The engagement is cleared to proceed, subject to the conditions and ongoing monitoring obligations set forth in Section VIII below.
VIII. Conditions and Ongoing Monitoring
The clearance of this engagement is subject to the following conditions and ongoing monitoring obligations:
Ongoing Monitoring. The engagement team will update the conflicts search if additional parties, entities, or individuals become relevant to the engagement, including but not limited to additional portfolio companies whose interests may be transferred in the reorganization, investors or limited partners not yet identified, counterparties to ancillary transactions, or other counsel or advisors retained by any party. Any such update will be conducted through C&H Clearance and documented in a supplemental memorandum to this file. The Lead Associate (Robert Jansen) bears primary responsibility for monitoring the need for supplemental searches and initiating them promptly when new parties or entities are identified.
Ashford National Bank, N.A. If the scope of lender consent work expands beyond standard consent requests—for example, if disputes arise with Ashford regarding the terms or conditions of consent, if Ashford declines to consent and the engagement team is required to negotiate or advocate on Solara's behalf in connection with the credit facilities, or if the engagement evolves to include modification or amendment of the subscription credit facility agreements—the conflicts assessment with respect to Ashford National Bank should be revisited and updated. In such circumstances, a supplemental conflicts analysis should be prepared and submitted to the Responsible Partner (Leonard Cross) for review before any expanded scope of work is undertaken.
New Entity Formation. As the four new entities contemplated by the reorganization are formed, they should be added to the firm's conflicts database as client-affiliated entities. The target date for entity formation is September 15, 2025. The entities to be added are:
(a) Solara Consolidated Master Fund LP (Delaware limited partnership);
(b) Solara Consolidated Master Fund GP LLC (Delaware limited liability company);
(c) Solara International Feeder (Cayman) LP (Cayman Islands exempted limited partnership); and
(d) Solara Tax-Exempt Feeder (Cayman) LP (Cayman Islands exempted limited partnership).
Upon formation of each entity, the engagement team should obtain the entity's EIN or foreign registration number (as applicable) and update the firm's database records accordingly.
Post-Submission. If the IRS assigns the PLR request to specific Branch personnel within the Office of the Associate Chief Counsel (International) (CC:INTL) or the Office of the Associate Chief Counsel (Passthroughs & Special Industries) (CC:PSI), no additional conflicts check is required for government personnel. Government attorneys and IRS employees are not "clients" or "parties" for purposes of the firm's conflicts clearance procedures, and no duty-of-loyalty or confidentiality analysis is warranted with respect to such individuals.
IX. Approvals
The following approvals are recorded in connection with the conflicts clearance for this engagement:
Cleared by: Robert Jansen, Lead Associate, Tax (Washington, D.C. office). Mr. Jansen conducted the initial searches in C&H Clearance, coordinated the practice group inquiries, reviewed the Tax Department email canvass responses, and prepared the initial draft of this memorandum.
Reviewed by: Leonard Cross, Responsible Partner, Tax (Washington, D.C. office). Mr. Cross reviewed the search results, the analysis of potential conflict issues, and the conditions and ongoing monitoring obligations set forth herein, and has approved the clearance of this engagement.
Date of Clearance: May 12, 2025.
Engagement Letter Execution Date: May 12, 2025. The engagement letter was signed by Sylvia Hartwell on behalf of Calderwood & Harkness LLP and countersigned by Priya Narasimhan on behalf of Solara Digital Infrastructure LP.
Matter Opened: May 27, 2025.
CLEARED BY:
________________________________________
Robert Jansen Lead Associate, Tax Calderwood & Harkness LLP
Date: May 12, 2025
REVIEWED AND APPROVED:
________________________________________
Leonard Cross Responsible Partner, Tax Calderwood & Harkness LLP
Date: May 12, 2025
Appendix A — Complete List of Search Terms
The following table sets forth the complete list of search terms used in the conflicts database searches conducted on May 9–11, 2025, organized by category. All variants, abbreviations, and identification numbers used in the searches are included.
Client Entities
Key Portfolio Companies
Key Personnel
Counterparty / Adverse Counsel
Key Investors / Limited Partners
Third-Party Service Providers and Advisors
Appendix B — Practice Group Clearance Responses
The following is a summary of the responses received from each Calderwood & Harkness LLP practice group in response to the supplemental manual conflicts inquiry circulated on May 10, 2025. Each practice group was provided with the complete list of entities and individuals set forth in Section III of this memorandum and was asked to confirm whether any current or former representation, advisory relationship, or other professional engagement existed with respect to any such entity or individual.
All practice group responses were received within the requested timeframe (by 5:00 p.m. EDT on May 11, 2025). Copies of all written responses are maintained in the engagement conflicts file and are available for review upon request.
This memorandum is privileged and confidential attorney work product prepared for internal use only in connection with Calderwood & Harkness LLP's conflicts clearance process. It is not intended for distribution to any person or entity outside the firm. The analysis and conclusions set forth herein are based on the information available as of the date of this memorandum and are subject to revision if additional information becomes available. This memorandum does not constitute legal advice to any client.
Item | Entity Name | Search Variants | EIN / Registration
1 | Solara Digital Infrastructure LP | Solara; SDILP; Solara Digital; Solara Digital Infrastructure; Solara Digital Infra; Solara DI LP | 82-4917366
2 | Solara Digital Infrastructure GP LLC | Solara GP; SDILP GP; Solara Digital Infrastructure GP; Solara GP LLC | 82-4917365
3 | Solara Digital Partners Fund IV LP | Solara Fund IV; SDP Fund IV; Solara Digital Partners IV; Fund IV LP | 85-2103748
4 | Solara Digital Partners Fund IV-A (Cayman) LP | Fund IV-A Cayman; Solara Fund IV-A; SDP Fund IV-A Cayman; Solara Cayman Fund IV-A | 98-6241503; CIMA MF-72491
5 | Solara Digital Partners Fund IV-B (Luxembourg) SCSp | Fund IV-B Lux; Solara Fund IV-B Luxembourg; SDP Fund IV-B SCSp; Solara Lux Fund IV-B | 98-6241571; RCS B 248193
6 | Solara Offshore GP Ltd. | Solara Offshore GP; Solara Cayman GP; Solara Offshore GP Limited | N/A
7 | Solara Luxembourg Management S.à r.l. | Solara Lux Management; Solara Luxembourg Mgmt; Solara Lux GP; Solara Luxembourg Management SARL | RCS B 248194
8 | Solara Digital Partners Fund V LP | Solara Fund V; SDP Fund V; Solara Digital Partners V; Fund V LP | 88-3467219
9 | Solara Digital Partners Fund V-A (Cayman) LP | Fund V-A Cayman; Solara Fund V-A; SDP Fund V-A Cayman; Solara Cayman Fund V-A | 98-7891234; CIMA MF-89103
10 | Solara Digital Partners Fund V-B (Luxembourg) SCSp | Fund V-B Lux; Solara Fund V-B Luxembourg; SDP Fund V-B SCSp; Solara Lux Fund V-B | 98-7891267; RCS B 271056
11 | Solara Consolidated Master Fund LP | Solara Master Fund; SCMF LP; Solara Consolidated Master; Consolidated Master Fund LP | To be assigned
12 | Solara Consolidated Master Fund GP LLC | SCMF GP; Solara Master Fund GP; Consolidated Master Fund GP | To be assigned
13 | Solara International Feeder (Cayman) LP | Solara International Feeder; Solara Cayman Feeder; SIFC LP | To be assigned
14 | Solara Tax-Exempt Feeder (Cayman) LP | Solara Tax-Exempt Feeder; Solara TE Feeder; STEFC LP | To be assigned
Item | Entity Name | Search Variants | EIN / Registration
15 | NovaBright Data Systems Inc. | NovaBright; NovaBright Data; NovaBright Data Systems; NBDS Inc. | N/A
16 | Crestline Cloud Solutions LLC | Crestline Cloud; Crestline; CCS LLC; Crestline Cloud Solutions | N/A
17 | Veridian Edge Computing Corp. | Veridian Edge; Veridian; VEC Corp; Veridian Edge Computing | N/A
18 | Thorngate Fiber Networks LP | Thorngate Fiber; Thorngate; TFN LP; Thorngate Fiber Networks | N/A
19 | Helix SaaS Holdings Ltd. | Helix SaaS; Helix Holdings; Helix SaaS Holdings; HSH Ltd. | N/A
Item | Individual Name | Search Variants | Association
20 | Viktor Raines | Victor Raines; V. Raines; Viktor J. Raines | Managing Partner & Founder, SDILP
21 | Meredith Tsao | M. Tsao; Meredith C. Tsao; Meredith Tsao | COO, SDILP
22 | Douglas Wexford | Doug Wexford; D. Wexford; Douglas A. Wexford | CFO, SDILP
23 | Priya Narasimhan | P. Narasimhan; Priya V. Narasimhan; Priya Narasimhan | General Counsel, SDILP
24 | Stefan Dalmqvist | S. Dalmqvist; Stefan M. Dalmqvist; Stephan Dalmqvist; Stefan Lindquist | Head of Tax, SDILP
Item | Entity / Individual Name | Search Variants | Role
25 | Whitfield, Carruthers & Doyle LLP | Whitfield Carruthers; WC&D; Whitfield Carruthers Doyle; WCD LLP | LPAC Counsel
26 | Diana Carruthers | D. Carruthers; Diana M. Carruthers; Diana Carruthers | Partner, WC&D
27 | Bramhall & Quelwick LLP | Bramhall Quelwick; B&S LLP; Bramhall & Quelwick; Bramhall Quelwick LLP | Counsel to Nordhaven SWF
28 | Jason Tremaine | J. Tremaine; Jason R. Tremaine; Jason Tremaine | Partner, B&S LLP
Item | Entity Name | Search Variants | EIN / Registration
29 | Pinnacle State Employees' Retirement System | Pinnacle SERS; Pinnacle State Retirement; PSERS; Pinnacle State Employees Retirement | N/A
30 | Grandview University Endowment | Grandview Endowment; GUE; Grandview Univ Endowment; Grandview University | N/A
31 | Nordhaven Sovereign Wealth Fund | Nordhaven SWF; Nordhaven Sovereign; NSWF; Kingdom of Nordhaven | N/A
32 | Kestrel Pacific Insurance Group | Kestrel Pacific; KPIG; Kestrel Insurance; Kestrel Pacific Insurance | N/A
33 | Argyle Family Office Holdings LLC | Argyle Family Office; AFO Holdings; Argyle Holdings; Argyle Family Office Holdings | N/A
Item | Entity Name | Search Variants | EIN / Registration
34 | Meridian Offshore Legal | Meridian Offshore; MOL; Meridian Offshore Legal | N/A
35 | Veldhuis & Gérard S.à r.l. | Veldhuis Gerard; V&G; Veldhuis & Gerard; Veldhuis Gerard SARL | N/A
36 | Caldwell Pierce & Co. LLP | Caldwell Pierce; CP&Co; Caldwell Pierce & Co; Caldwell Pierce LLP | N/A
37 | Redstone Advisory Group LLC | Redstone Advisory; RAG LLC; Redstone; Redstone Advisory Group | N/A
38 | Clarendon Fund Services Ltd. | Clarendon Fund Services; CFS Ltd; Clarendon Fund; Clarendon | N/A
39 | Ashford National Bank, N.A. | Ashford National; ANB; Ashford Bank; Ashford National Bank; Ashford N.A. | N/A
40 | Sentinel Capital Markets LLC | Sentinel Capital; Sentinel CM; SCM LLC; Sentinel Capital Markets | N/A
41 | Capitol Registered Agents Inc. | Capitol Registered Agents; CRA Inc; Capitol RA | N/A
42 | Hawkstone Specialty Insurance Co. | Hawkstone Specialty; Hawkstone Insurance; Hawkstone; HSI Co. | N/A
43 | Harborstone Corporate Services Ltd. | Harborstone Corporate; Harborstone; HCS Ltd; Harborstone Corporate Services | N/A
44 | Havensgate Capital Partners | Havensgate Capital; Havensgate; HCP; Havensgate Capital Partners | N/A
Practice Group | Office(s) Responding | Date of Res

MEMORANDUM

MATTER NO.: 20250527-SDILP-PLR

CLEARED BY:

Record

Parties

Dates

Amounts