Contract analysis

I. INTRODUCTION AND BACKGROUND Plaintiff Ironside Capital Management LP ("Ironside," "ICM," or "Plaintiff"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, New York 10065, commenced this action on January 21, 2025, by filing a Verified Complaint against Defendant Vantor Holdings Corp. ("Vantor," "VHC," or "Defendant"), a Delaware corporation with principal offices at 1

II. COUNSEL FOR THE PARTIES A. Plaintiff's Counsel Plaintiff Ironside Capital Management LP is represented by the law firm of Calderwood & Harkness LLP, with offices located at 51 West 52nd Street, 40th Floor, New York, New York 10019. The attorneys principally responsible for this matter are as follows: Samuel Eklund — Responsible Partner Linda Osei — Billing Partner Yuki Nakamura — Lead Associate Carlos Espinoza —

III. PRE-SUIT INVESTIGATION AND DISCOVERY ALREADY CONDUCTED The proposed discovery plan is informed by the substantial pre-suit investigation conducted by Ironside and its counsel and advisors. A summary of the key investigative steps undertaken prior to the filing of the Verified Complaint is provided below to assist the Court in understanding the current state of the factual record and the anticipated scope of rema

IV. ANTICIPATED SCOPE AND COMPLEXITY OF DISCOVERY A. Nature of Claims and Key Issues This is a complex commercial dispute involving allegations of financial fraud, valuation misconduct, and breach of a fund administration agreement governing over $3.58 billion in administered NAV at its peak. The claims implicate sophisticated financial instruments, proprietary valuation methodologies, and the internal practices and

1. Vantor's Valuation Methodologies, Pricing Models, and Internal Procedures. discovery will be necessary to establish the specific methodologies, pricing models, and internal operating procedures employed by Vantor for the valuation of Level 2 and Level 3 assets (as defined under Accounting Standards Codification Topic 820, Fair Value Measurement) during the eleven-quarter misvaluation period from the first quarter

2. Use of Stale Broker Quotations. discovery is required regarding Vantor's practice of relying on broker quotations that were between six and twelve months old at the time they were used to support reported marks, without disclosure to Ironside of the age or provenance of such quotations. The identity of the broker-dealers from whom quotations were obtained, the dates on which such quotations were received, and the

3. Internally Generated Model Adjustments. discovery will address Vantor's practice of applying internally generated "model adjustments" that had the effect of inflating reported marks by an average of 14.3% above observable market inputs. The basis for such adjustments, the personnel who authorized them, the documentation supporting them, and the degree to which such adjustments were disclosed to Ironside are critic

4. Failure to Apply Contractually Required Valuation Procedures. Under the FAA, Vantor was obligated to apply the waterfall valuation procedures specified in the Ironside Valuation Policy v.3.2, effective January 1, 2020. Discovery is necessary to establish the extent to which Vantor departed from these procedures, the reasons for such departures, and whether Vantor disclosed any such departures to Ironside or its au

5. Vantor's Knowledge and Concealment of Overvaluation. Critical to Plaintiff's fraud and fraudulent concealment claims is the question of what Vantor personnel knew, and when they knew it, regarding the overvaluation of Ironside positions. Discovery will target the internal communications of Nathan Orris (SVP, Valuation Services), Deepa Rajaram (VP, Client Valuation Operations), Raymond Kettler (CEO & Chairman), Sus

6. Impact on NAV Reporting. discovery is required to establish the precise magnitude of the NAV overstatements across all three Funds for each of the eleven affected quarters, including the peak single-quarter overvaluation of $52.3 million in the fourth quarter of 2022, and the range of NAV overstatement from 3.8% in the first quarter of 2021 to 8.6% in the fourth quarter of 2022.

7. Fund-by-Fund Overvaluation. discovery will address the allocation of the aggregate $287 million overvaluation among the three Funds: Fund I ($156.4 million), Fund II ($88.7 million), and Fund III ($41.9 million). This inquiry is relevant to both liability and damages.

8. Investor Redemption Overpayments. discovery is necessary to quantify and document the $43.2 million in overpayments made to investors who redeemed their interests in the Funds at inflated NAV values during the misvaluation period. Records indicate that 217 individual redemption transactions were processed at inflated NAV values, resulting in excess payments to redeeming investors that were borne by the remaining i

9. Vantor's Quality Control, Supervisory, and Escalation Procedures. discovery will probe the internal controls, supervisory structures, and escalation procedures that Vantor maintained (or failed to maintain) during the relevant period, including any procedures for the identification and remediation of valuation discrepancies, and any failures to follow such procedures.

10. Communications with Vantor's Auditor. discovery will target Vantor's communications with its own auditor, Fenton Graff & Associates LLP, located in Miami, Florida, regarding the valuations reported for the Ironside account. These communications are relevant to whether Vantor made misrepresentations to its auditors or whether the auditors raised concerns regarding the valuations that were not communicated to Irons

11. Enforceability of Contractual Liability Cap. Section 9.3 of the FAA contains a limitation of liability provision capping Vantor's liability at $2.98 million, calculated as two times the trailing twelve-month administration fees of $1.49 million. Plaintiff contends that this liability cap is unenforceable under the circumstances because the FAA contains an exception for fraud, willful misconduct, and gross neglige

12. Vantor's D&O Insurance Coverage. discovery is required regarding Vantor's directors and officers liability insurance coverage under a policy issued by Veltrano Mutual Insurance Company with per-occurrence limits of $50 million. This coverage is relevant to the collectability of any judgment obtained by Plaintiff and to potential issues of indemnification. B. Volume of Documents and Data The anticipated volume of

V. PROPOSED DISCOVERY SCHEDULE Plaintiff proposes the following phased discovery schedule. All dates are measured from the date of entry of an order denying Defendant's Motion to Dismiss in whole or in part (the "MTD Order"), which Plaintiff assumes, for purposes of this proposed plan, will issue in or about May 2025. To the extent the Court denies the Motion to Dismiss on a date other than the assumed date, the part

1. Nathan Orris (Senior Vice President, Valuation Services) — Priority witness. Mr. Orris supervised the valuation of the Ironside positions during the entire misvaluation period and was the primary point of contact for Ironside's valuation inquiries. His deposition is expected to address Vantor's valuation methodologies, the use of stale broker quotations, the application of model adjustments, the failure to follow

2. Deepa Rajaram (Vice President, Client Valuation Operations) — Ms. Rajaram served as the day-to-day supervisor for the Ironside portfolios and was responsible for the operational execution of valuation procedures for the Ironside account. Her deposition will address the specific processes employed in pricing individual positions, the selection and sourcing of broker quotations, and the internal review and approval

3. Raymond Kettler (Chief Executive Officer and Chairman) — Mr. Kettler's deposition will address corporate knowledge, executive oversight of the valuation function, any communications regarding the Ironside account at the board or management committee level, and the overall business relationship between Vantor and Ironside.

4. Susan Hargrove (President and Chief Operating Officer) — Ms. Hargrove's deposition will address operational management of Vantor's fund administration business, knowledge of internal communications regarding the Ironside account, and supervisory oversight of the valuation team.

5. Timothy Falk (Chief Financial Officer) — Mr. Falk's deposition will address Vantor's financial records, fee calculations under the FAA, the financial impact of the administration fee adjustment, and any awareness within Vantor's finance function of the overvaluation.

6. Up to three (3) additional Vantor analysts or employees to be identified through document discovery and initial disclosures. These witnesses are expected to include individuals who were directly involved in the day-to-day pricing and marking of the forty-seven affected positions. Ironside Witnesses (Anticipated Defendant's Depositions):

1. Rajiv Subramanian (Chief Financial Officer) — Mr. Subramanian discovered the initial $12.6 million discrepancy and led the internal investigation that ultimately resulted in the identification of the full scope of the overvaluation.

2. Elliot Brennan (Managing Partner and Chief Investment Officer) — Mr. Brennan is expected to testify regarding investment decisions, reliance on Vantor's reported marks, and the impact of the overvaluation on fund management.

3. Katherine Lim (General Counsel and Chief Compliance Officer) — Ms. Lim is expected to testify regarding the contractual relationship with Vantor, the negotiation and execution of the FAA and its amendments, regulatory filings, and compliance matters.

4. Derek Holt (Head of Operations) — Mr. Holt is expected to testify regarding the operational interaction between Ironside and Vantor, including the transmission and receipt of valuation data, the reconciliation process, and the transition to Meridian Investor Services.

5. Priya Venkatesh (Portfolio Manager, Fund I) — Ms. Venkatesh is expected to testify regarding her reliance on Vantor's reported valuations for Fund I positions in making investment and risk management decisions.

6. Marcus Threadgill (Portfolio Manager, Fund II) — Mr. Threadgill is expected to testify regarding his reliance on Vantor's reported valuations for Fund II positions.

7. Marguerite Dao (President and Chief Operating Officer) — Ms. Dao is expected to testify regarding firm management, investor relations, and the impact of the overvaluation on Ironside's relationships with its limited partners. Third-Party Depositions:

1. Dana Crossley (Northpoint Securities LLC) — Ms. Crossley is expected to testify regarding the pricing indications provided by Northpoint, communications with Vantor regarding pricing of the affected positions, and industry standards for broker quotation practices.

2. Howard Stein (Claremont & Strauss LLP) — Mr. Stein is expected to testify regarding the audit of the Ironside Funds, the audit team's reliance on Vantor-reported marks, communications between the audit team and Vantor, and audit procedures for the valuation of illiquid positions.

3. Anne-Claire Dupont (Meridian Investor Services LLC) — Ms. Dupont is expected to testify regarding the transition of fund administration services from Vantor to Meridian, the re-valuation of the Funds' portfolios conducted upon transition, and any discrepancies identified during the transition process.

4. Custodian of Records, DataVault Solutions Inc. — A representative of DataVault is expected to testify regarding the archival, storage, and integrity of Vantor's email records maintained by DataVault, as well as the completeness and authenticity of the productions made in response to subpoena.

5. Philip Ashford III (Ashford Endowment Partners LP) — Mr. Ashford is a limited partner in the Ironside Funds and is expected to testify regarding his perspective as an investor, his reliance on the reported NAV, redemption decisions, and the damages sustained as a result of the overvaluation. Deposition Logistics. All depositions shall be subject to the seven-hour time limitation per deponent established by CPLR §

VI. PROPOSED ESI PROTOCOL Given the substantial volume of electronically stored information anticipated in this matter, Plaintiff proposes the following framework for an ESI protocol to be negotiated with Defendant's counsel and, if necessary, submitted to the Court for approval. A. Custodians Plaintiff proposes the following initial ESI custodians: Vantor Custodians: • Nathan Orris (SVP, Valuation Services) • Deepa

VII. CONFIDENTIALITY ORDER The parties anticipate that discovery in this matter will involve the production of confidential business information, proprietary valuation models and methodologies, investor data, trade secrets, and other commercially sensitive materials. To protect such materials from disclosure to non-parties and to ensure that they are used solely in connection with this litigation, Plaintiff proposes

VIII. COORDINATION WITH PENDING PROCEEDINGS Plaintiff respectfully brings to the Court's attention the existence of three pending limited partner arbitrations that have been commenced against Ironside arising from the same underlying misvaluation at issue in this action. These arbitrations were filed by limited partners in the Funds who allege that they sustained losses as a result of the overstatement of NAV during

IX. SUMMARY TIMELINE The following table summarizes the proposed discovery schedule:

X. CONCLUSION AND REQUEST FOR RELIEF Plaintiff Ironside Capital Management LP respectfully requests that the Court adopt the Proposed discovery Plan and Scheduling Order set forth herein, or, in the alternative, that the Court schedule a preliminary conference at the earliest practicable date at which the parties and the Court can confer and establish a comprehensive case management timeline for this action. Plaintif