Contract analysis

I. Purpose of Memorandum This memorandum documents a conference call held on Wednesday, November 29, 2023, at 2:00 p.m. Eastern Time, between the undersigned, Samuel Eklund, Partner at Calderwood & Harkness LLP, and Katherine Lim, General Counsel and Chief Compliance Officer of Ironside Capital Management LP ("Ironside" or the "Adviser"), regarding the regulatory implications arising from the discovery of Vantor Hold

II. Participants and Background The following individuals participated in the November 29, 2023 conference call: Samuel Eklund — Partner, Litigation Department, Calderwood & Harkness LLP. Mr. Eklund is the responsible partner on the Ironside engagement and was retained by Ironside pursuant to the November 1, 2023 engagement letter to prosecute fraud, breach of contract, and related claims against Vantor Holdings Corp

III. Form ADV Amendment — Item 11 (Legal and Disciplinary Disclosure) A. Obligation to Disclose Material Legal Proceedings Ironside Capital Management LP is a registered investment adviser with the United States Securities and Exchange Commission (the "SEC"). Ironside's SEC CRD Number is 158742, and its SEC File Number is 801-79534. As a registered investment adviser, Ironside is subject to the reporting and disclosu

IV. Form PF Amendment A. Background and Obligation As a large private fund adviser with regulatory assets under management exceeding $1.5 billion, Ironside Capital Management LP is required to file Form PF with the SEC on a quarterly basis pursuant to Rule 204(b)-1 under the Advisers Act and Section 204(b) of the Advisers Act. Form PF requires detailed reporting of, among other things, each private fund's net asset v

V. Coordination with Claremont & Strauss LLP (Independent Auditor) on Audit Implications A. Potential Impact on Audited Financial Statements Claremont & Strauss LLP, a registered public accounting firm, serves as the independent auditor for Ironside Capital Management LP and each of the three Fund vehicles. Howard Stein, a partner at Claremont & Strauss, is the engagement partner on the Ironside audit. Claremont & St

VI. Excess Management Fees and Incentive Allocation — Disgorgement Considerations The misvaluation of illiquid credit and structured-product positions across the three Funds directly affected the computation of management fees and incentive allocations payable to Ironside by the limited partners. Under the terms of the limited partnership agreements governing each of the Funds, Ironside's management fee is calculated

VII. Investor Notification and LP Communication The November 29, 2023 call included a discussion of Ironside's obligations to notify and communicate with the limited partners of the Funds regarding the misvaluation, the transition of fund administration to Meridian, the anticipated litigation against Vantor, and the planned disgorgement of excess fees. This discussion built upon the undersigned's separate guidance le

VIII. Delineation of Responsibilities — Calderwood & Harkness vs. Ironside In-House Counsel The November 29, 2023 call included an extended discussion regarding the clear delineation of responsibilities between Calderwood & Harkness LLP, as litigation counsel, and Ironside's in-house legal team, as regulatory and compliance counsel. The purpose of this delineation is to ensure that each team understands its scope of

1. Prosecution of Litigation Claims. Calderwood & Harkness will prosecute all litigation claims against Vantor Holdings Corp. arising from the misvaluation, including claims for fraud, fraudulent concealment, negligent misrepresentation, breach of contract (specifically, material breach of FAA §§ 3.1 and 4.2, which establish Vantor's valuation methodology and reporting obligations), breach of fiduciary duty, aiding a

2. Pre-Suit Demand and Correspondence. Calderwood & Harkness transmitted a formal demand letter to Vantor and its counsel on November 15, 2023. Calderwood & Harkness will handle all pre-suit correspondence with Vantor's counsel, including any settlement discussions prior to the filing of the complaint.

3. Pre-Suit Mediation. Calderwood & Harkness is managing the pre-suit mediation process, which will be conducted under the auspices of Brookstone ADR Services LLC (Reference No. BADR-2024-00391). The mediation will be presided over by Hon. Sandra Kwan (Ret.), a former judge of the United States District Court for the Southern District of New York. The mediation is expected to take place in the first quarter of 2024,

4. Engagement and Coordination with Litigation Experts. Calderwood & Harkness has engaged and will coordinate with the following expert consultants in connection with the litigation: (a) Harmon-Bryce Valuation Advisors LLC (lead: Dr. Lena Galbraith, CFA, ASA), which has been retained as the independent valuation expert and is expected to serve as a testifying expert at trial; and (b) Kessler Forensic Accounting Group

5. Review of Regulatory Disclosure Language. As an accommodation within the litigation engagement, Calderwood & Harkness will review draft regulatory disclosure language prepared by Ms. Lim (including Form ADV amendments, Form PF narrative disclosures, and investor notices) to ensure consistency with the litigation position. This review function does not constitute an assumption of responsibility for the regulatory f

6. Analysis of Collectability and Insurance Coverage. Calderwood & Harkness will analyze the collectability of any judgment or settlement from Vantor, including an analysis of Vantor's directors' and officers' liability insurance coverage under its policy with Veltrano Mutual Insurance Co. (policy limits of $50 million per occurrence, subject to retentions and exclusions). The collectability analysis will inform the

1. Form ADV Amendments. Preparation and filing of amended Form ADV (Parts 1A and 2A) with the SEC through the IARD system, including the Item 11 legal and disciplinary disclosures and the Part 2A brochure updates discussed in Section III above.

2. Form PF Amendments. Preparation and filing of amended Form PF reports for each of the 11 affected quarters (Q1 2021 through Q3 2023), incorporating the restated NAV figures and corrected asset valuations produced by Meridian.

3. Auditor Coordination. Coordination with Claremont & Strauss LLP (audit partner Howard Stein) on all matters relating to the potential restatement of the Funds' audited financial statements, including the ASC 250 analysis, the scope of additional audit procedures, and the reissuance of audit opinions.

4. Fund Administrator Coordination. Coordination with Meridian Investor Services LLC (CEO Anne-Claire Dupont) on the preparation of restated NAV calculations for each of the 11 affected quarters, corrected capital account balances for subscribing and redeeming investors, and the reconciliation of the $43.2 million in aggregate overpayments to redeeming investors.

5. Investor Communications. Preparation and distribution of LP notices and investor communications regarding the misvaluation, the transition to Meridian, the anticipated litigation against Vantor, and the planned disgorgement of excess management fees.

6. Disgorgement Management. Management of the disgorgement process for the approximately $4.3 million in excess management fees (and any overstated performance allocations, once quantified), including the development of the disgorgement methodology, the calculation of individual investor refunds or credits, and the distribution of disgorgement payments.

7. Day-to-Day Regulatory Compliance. Management of all day-to-day regulatory compliance matters for Ironside, including the maintenance of Ironside's compliance policies and procedures, ongoing SEC examination readiness, and the handling of any SEC inquiries or examination follow-up that may arise in connection with the misvaluation or the amended regulatory filings.

8. LP Arbitration Defense. Defense of the three pending LP Arbitrations. Ms. Lim noted that separate counsel may be engaged to handle the LP Arbitrations, and that the defense of those proceedings is not within the scope of Calderwood & Harkness's engagement. The undersigned confirmed this understanding and noted that any information sharing between Calderwood & Harkness and LP Arbitration defense counsel should be s

IX. Action Items The following action items were identified and agreed upon during the November 29, 2023 call:

1. Katherine Lim to prepare draft amended Form ADV Item 11 and Part 2A disclosure language and circulate to Samuel Eklund at Calderwood & Harkness for litigation-consistency review prior to filing with the SEC. Target circulation date: within ten business days of the filing of the complaint against Vantor, or earlier if circumstances require.

2. Katherine Lim and Rajiv Subramanian to coordinate with Meridian Investor Services LLC (Anne-Claire Dupont) on the completion of restated NAV figures for all 11 affected quarters and to begin preparation of amended Form PF filings. Target completion of restated NAV figures: end of January 2024. Target filing of amended Form PF reports: to be determined following completion of the restated NAV figures and internal r

3. Katherine Lim and Rajiv Subramanian to schedule a follow-up meeting with Howard Stein at Claremont & Strauss LLP regarding the restatement timeline, the auditor's assessment of whether the misvaluation constitutes a material error under ASC 250, and the scope of additional audit procedures that may be required for the restatement. Target meeting date: on or before December 15, 2023.

4. Samuel Eklund to flag for Katherine Lim any upcoming litigation filings, correspondence, or public developments (including the mediation with Brookstone ADR Services or the anticipated filing of the complaint) that may require advance coordination with Ironside's regulatory disclosures or investor communications.

5. Katherine Lim to funnel all Claremont & Strauss communications touching on the Vantor matter through her office and to flag for Calderwood & Harkness any auditor requests that implicate litigation privilege, work product, or litigation strategy. This protocol to remain in effect for the duration of the audit restatement process.

6. Samuel Eklund to circulate to Katherine Lim draft investor notice language, consistent with the guidance set forth in the November 20, 2023 guidance letter, for finalization and distribution to the Funds' limited partners. Target circulation date: on or before December 8, 2023.

7. Katherine Lim to promptly advise Calderwood & Harkness if the SEC initiates any inquiry, examination, enforcement action, or other regulatory proceeding related to the misvaluation, the amended regulatory filings, or any other aspect of the Vantor matter, so that the litigation strategy can be assessed and adjusted as necessary in light of any parallel regulatory proceeding.

X. Conclusion This memorandum confirms that Calderwood & Harkness LLP's engagement on the Ironside matter is limited to the prosecution of litigation claims against Vantor Holdings Corp. arising from the systematic misvaluation of illiquid credit and structured-product positions across the three Funds. Calderwood & Harkness's engagement does not encompass the preparation or filing of regulatory filings with the SEC (