1016-00004 · Dunmore Energy Holdings · Initial Response

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

1001 Fannin Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 555-8400 Facsimile: (713) 555-8401

600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7200 Facsimile: (212) 555-7201

June 14, 2023

VIA ELECTRONIC FILING AND Sundial Data Systems

Margaret Hollowell Director, Division of Investigations Office of Enforcement Federal Energy Regulatory Commission 888 First Street NE Washington, D.C. 20426

Re: Response to Preliminary Inquiry Letter dated May 22, 2023 — Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC (Reference: Preliminary Inquiry Letter dated May 22, 2023)

Dear Director Hollowell:

I. Introduction and Purpose of Letter

I am Catherine Bloom, a partner in the Energy Enforcement and Investigations practice group at Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H"). I write on behalf of our clients, Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its wholly owned subsidiary, Dunmore Power Trading LLC ("DPT"), in response to the preliminary inquiry letter issued by the Federal Energy Regulatory Commission's ("FERC" or the "Commission") Office of Enforcement ("OE") dated May 22, 2023, regarding DPT's trading activity in the Midcontinent Independent System Operator ("MISO") Day-Ahead and Real-Time energy markets.

Calderwood & Harkness was retained by DEH's General Counsel, Martin Llewellyn, to represent DEH and DPT in connection with FERC's preliminary inquiry. Our engagement became effective on May 24, 2023, two days following receipt of the preliminary inquiry letter. A Notice of Appearance was filed separately with the Commission on June 5, 2023, identifying the undersigned as counsel of record for both DEH and DPT in this matter. This matter is tracked internally under C&H Matter Number 1016-00004.

The purpose of this letter is threefold: (1) to formally respond to OE's preliminary inquiry letter and confirm Dunmore's intent to cooperate fully with the Commission's inquiry; (2) to provide OE Staff with background information regarding the corporate structure, business operations, and trading activities of DEH and DPT that we believe will be useful context as the inquiry proceeds; and (3) to raise certain requests for clarification regarding the scope and procedural aspects of the inquiry that will enable Dunmore to respond to OE Staff's information needs in an efficient and comprehensive manner.

II. Confirmation of Intent to Cooperate

Dunmore and DPT are committed to full, good-faith cooperation with FERC's Office of Enforcement throughout the course of this inquiry. Dunmore takes any inquiry from the Commission with the utmost seriousness and has the highest respect for the Commission's oversight role in ensuring the integrity and transparency of the nation's wholesale energy markets.

Immediately upon receipt of the preliminary inquiry letter, Dunmore's senior leadership convened to discuss the appropriate course of action and instructed outside counsel to take all necessary steps to preserve relevant materials and prepare for engagement with OE Staff. In furtherance of that commitment, Dunmore has already taken the following proactive steps:

• Litigation Hold. Calderwood & Harkness directed the implementation of a comprehensive litigation hold on May 25, 2023, three days following receipt of the preliminary inquiry letter. The litigation hold was communicated in writing by the undersigned to Martin Llewellyn, General Counsel, and Rhonda Vasquez, Vice President, Regulatory Affairs, on the same date. Mr. Llewellyn and Ms. Vasquez, in turn, issued hold notices to all identified custodians within the organization, including all members of DPT's MISO trading desk, relevant management personnel, and supporting functions such as compliance, risk management, and information technology. The hold covers all documents, communications, and electronically stored information that may be relevant to the subject matter of the inquiry, as described in greater detail in Section VII.B below.

• Personnel Availability. Dunmore will make its personnel available for interviews, testimony, or other forms of engagement as requested by OE Staff, subject to reasonable scheduling accommodations. Dunmore understands that the cooperation of its employees is essential to the efficient resolution of this inquiry and is committed to facilitating timely access to relevant individuals.

• Communication Channel. Dunmore respectfully requests that all communications regarding this preliminary inquiry be directed to Calderwood & Harkness LLP at the Houston office address set forth above, to the attention of Catherine Bloom. This request is made to ensure that all communications are properly coordinated and that Dunmore's responses to OE Staff are timely, complete, and consistent. Contact information for the undersigned and for the associate assisting with this matter is provided in Section IX below.

III. Overview of Dunmore Energy Holdings Ltd.

To provide OE Staff with useful context for evaluating DPT's trading activity, we set forth below a summary of DEH's corporate structure, business operations, ownership, and relevant affiliated entities.

A. Corporate Structure and Jurisdiction

Dunmore Energy Holdings Ltd. is an exempted company incorporated and existing under the laws of the Cayman Islands. DEH's registered office is located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands. The company's principal U.S. office is located at 2200 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. DEH's U.S. Employer Identification Number is 98-1347562.

DEH is a privately held, vertically integrated energy holding company with operations spanning multiple segments of the energy value chain. The company was founded by Gavin Harcourt, who currently serves as Chairman of the Board and Chief Executive Officer. Elena Mirova serves as President and Chief Operating Officer, with responsibility for day-to-day management of DEH's operating subsidiaries and business units. DEH's corporate governance structure includes a seven-member Board of Directors, an Audit Committee, and a Risk Oversight Committee, each of which plays a role in overseeing the company's compliance with applicable regulatory requirements.

B. Business Operations

DEH operates through several wholly owned and majority-owned subsidiaries spanning upstream oil and gas exploration and production, midstream natural gas gathering and pipeline transportation assets, and a growing portfolio of renewable and conventional electricity generation facilities across the U.S. Midwest and Gulf Coast regions. DEH's strategy has centered on building a diversified, integrated energy platform capable of capturing value across the energy supply chain while maintaining disciplined risk management.

DEH's key U.S. generation assets include a total net generation capacity of approximately 4,280 megawatts ("MW"), consisting of the following:

For fiscal year 2022, DEH reported consolidated revenue of approximately $3.82 billion and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $891 million. These figures reflect contributions from all of DEH's operating segments, including upstream, midstream, and power generation and trading.

C. Ownership Structure

As noted above, DEH is a privately held company. Its equity is controlled by the following parties:

The combined Harcourt family ownership interest — including Mr. Harcourt's direct 38% stake and the 16% interest held by the Harcourt Family Trust — totals 54%, giving the Harcourt family effective control of DEH. Pendleton Capital Partners, LP is a private equity firm focused on energy infrastructure investments. Greenvale Infrastructure Fund III is an institutional infrastructure investment fund. Neither Pendleton Capital Partners nor Greenvale Infrastructure Fund holds any direct or indirect interest in any other entity that participates in the MISO or SPP wholesale electricity markets, to Dunmore's knowledge.

D. Affiliated Entities Relevant to the Inquiry

In addition to Dunmore Power Trading LLC, which is discussed in detail in Section IV below, the following affiliated entity may be relevant to the scope of OE Staff's inquiry:

Dunmore Midstream Partners LP ("DMP") is a Delaware limited partnership, EIN 47-8831205, with its principal office at 2200 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. DMP owns and operates natural gas gathering, processing, and pipeline transportation infrastructure in the Gulf Coast and Midwest regions. Notably, DMP's pipeline network supplies natural gas to several of Dunmore's gas-fired generation plants, including certain facilities whose output is offered into the MISO Day-Ahead and Real-Time energy markets by DPT. The relationship between DMP's gas supply operations and DPT's generation offers may be relevant to OE Staff's understanding of DPT's trading positions and the economics underlying its market participation.

IV. Overview of Dunmore Power Trading LLC

A. Entity Information

Dunmore Power Trading LLC is a Delaware limited liability company and a wholly owned subsidiary of DEH. DPT's registered agent is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. DPT's principal office is co-located with DEH at 2200 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. DPT's U.S. Employer Identification Number is 82-4519763.

DPT was organized for the purpose of conducting wholesale electricity marketing and trading activities on behalf of Dunmore's generation portfolio. DPT functions as the commercial arm of Dunmore's power generation business, managing the monetization of the company's generation output across multiple organized wholesale electricity markets.

B. FERC Market-Based Rate Authorization

DPT holds market-based rate ("MBR") authority from the Commission pursuant to an order issued in Docket No. ER05-1128-000. DPT's MBR authorization permits it to sell energy, capacity, and ancillary services at market-based rates in the wholesale electricity markets, subject to the terms and conditions specified in the Commission's order and applicable regulations. DPT files triennial market power updates and change-in-status reports as required under 18 C.F.R. § 35.37, and has maintained its MBR authorization in good standing since the date of original authorization.

DPT conducts wholesale electricity trading in the MISO and Southwest Power Pool ("SPP") organized wholesale electricity markets. DPT's activities in these markets include, among other things, submitting generation offers into the MISO Day-Ahead and Real-Time energy markets, participating in MISO's capacity market, and engaging in financial transactions such as virtual trading and Financial Transmission Rights ("FTR") acquisition. All of DPT's activities are conducted in full compliance with the terms and conditions of its market-based rate authorization, the Commission's Anti-Manipulation Rule (18 C.F.R. § 1c.2), the MISO Tariff, and applicable market rules and protocols.

C. Trading Operations

During the period referenced in the preliminary inquiry letter — January 2022 through approximately March 2023 — DPT's MISO trading desk employed fourteen (14) traders. The MISO trading desk is organized into sub-teams responsible for Day-Ahead generation scheduling, Real-Time operations and dispatch, virtual trading, and FTR portfolio management. All members of the MISO trading desk are based at DPT's principal office in Houston, Texas.

Derek Sung, age 44, Senior Vice President of Power Marketing & Trading, directly supervised the MISO trading desk during the period referenced in the inquiry letter. Mr. Sung has been employed by Dunmore since 2014 and has held his current position since 2019. He reports to Elena Mirova, President and COO of DEH, and has responsibility for the overall direction, risk management, and P&L performance of DPT's trading operations across all markets.

For fiscal year 2022, DPT reported revenue of approximately $614 million. DPT's 2022 MISO trading volume was approximately 18.4 million megawatt-hours ("MWh"), encompassing both physical generation offers and financial (virtual) transactions. DPT is a significant participant in the MISO market, ranking among the top twenty power marketers by volume in the MISO footprint.

DPT's trading activities during the period in question encompassed the following categories of market participation:

• Day-Ahead Generation Offers. DPT submits generation offers into the MISO Day-Ahead energy market for each of Dunmore's generation resources located within the MISO footprint, consistent with MISO's market rules and unit commitment processes.

• Real-Time Market Participation. DPT participates in the MISO Real-Time energy market through the dispatch of Dunmore's generation resources and through Real-Time market purchases and sales as appropriate to manage the portfolio.

• Virtual Transactions. DPT engages in virtual trading in the MISO Day-Ahead energy market, including Increment Offers ("INCs") and Decrement Bids ("DECs"), at various pricing nodes within the MISO footprint. Virtual transactions are an integral part of DPT's portfolio risk management and optimization strategy, as described further below.

• Financial Transmission Rights (FTRs). DPT acquires FTRs through MISO's annual and monthly FTR auction processes. DPT's FTR portfolio is designed to hedge congestion risk associated with the physical delivery of energy from Dunmore's generation resources to load-serving entities and other counterparties.

D. Trading Strategy — Preliminary Overview

Dunmore recognizes that OE Staff's inquiry appears to focus, at least in part, on DPT's trading activity at certain pricing nodes within the MISO footprint. While Dunmore intends to provide a full and detailed explanation of the economic rationale underlying DPT's trading strategies at the appropriate stage of this inquiry — whether in response to formal data requests or in the context of a meeting or presentation to OE Staff — Dunmore offers the following preliminary overview for the Commission's benefit.

DPT's Day-Ahead bidding strategies at the pricing nodes referenced in the inquiry letter, including Indiana Hub and Minnesota Hub, are part of a legitimate portfolio optimization approach designed to manage the risk and return profile of Dunmore's generation fleet in the MISO market. DPT's generation offers reflect the marginal cost economics of the underlying generation assets, adjusted for expected fuel costs (including the cost of natural gas procured through or supplied by Dunmore Midstream Partners LP), variable operations and maintenance costs, start-up costs, and expected congestion and loss factors at the relevant pricing nodes.

DPT's FTR portfolio is acquired through MISO's annual and monthly FTR auction processes as a routine hedging instrument, consistent with standard industry practice for generation owners with significant physical positions in organized wholesale electricity markets. The FTR positions held by DPT during the period in question were designed to hedge congestion cost exposure arising from the geographic dispersion of Dunmore's generation assets within the MISO footprint, as well as to manage basis risk between the pricing nodes at which Dunmore's generators are located and the liquid hub pricing points at which DPT transacts.

DPT's virtual trading activity at Minnesota Hub, and at other pricing nodes within the MISO footprint, is conducted as part of the company's overall risk management framework. DPT's virtual trading strategies are informed by fundamental analysis of supply and demand conditions, transmission congestion patterns, weather forecasts, and other market fundamentals, and are designed to capture value from expected price convergence between the Day-Ahead and Real-Time energy markets. These virtual trading activities serve legitimate market functions, including the improvement of price convergence between the Day-Ahead and Real-Time markets and the enhancement of overall market efficiency.

Dunmore looks forward to providing the Commission with a full explanation of the economic rationale underlying DPT's trading strategies in the context of this inquiry. Dunmore is confident that a thorough review of the relevant facts and data will demonstrate that DPT's trading activities were conducted in a lawful, economically rational manner, consistent with Commission regulations and MISO market rules.

V. Prior Regulatory Counsel

Dunmore wishes to inform OE Staff that its prior outside counsel for FERC regulatory matters, including MBR filings, tariff compliance, and general regulatory advice, has been Aldercroft & Beane LLP, located at 1875 K Street NW, Suite 600, Washington, D.C. 20006. The principal attorney at that firm responsible for Dunmore's FERC matters was Warren Aldercroft, Named Partner.

Upon receipt of the preliminary inquiry letter, Dunmore contacted Aldercroft & Beane to discuss representation in connection with the inquiry. However, Aldercroft & Beane informed Dunmore that it was unable to represent DEH and DPT in this matter due to a conflict of interest arising from its concurrent representation of another market participant in the MISO organized wholesale electricity markets. Aldercroft & Beane provided timely written notification of the conflict and assisted in the orderly transition of relevant background materials to Calderwood & Harkness.

Accordingly, Dunmore retained Calderwood & Harkness LLP to provide counsel in connection with this matter. Calderwood & Harkness has performed a comprehensive conflicts check and has confirmed that no conflicts of interest exist that would preclude its representation of DEH and DPT in this inquiry.

VI. Proactive Compliance Measures

Dunmore wishes to bring to the Commission's attention that it has taken significant proactive steps to enhance its compliance program, independent of and well in advance of the issuance of the preliminary inquiry letter.

Specifically, on February 6, 2023 — more than three months before the date of the preliminary inquiry letter — Dunmore appointed Jennifer Caulfield, age 47, as Chief Compliance Officer ("CCO"), a newly created position within the organization. Ms. Caulfield reports directly to Dunmore's senior management and has a direct reporting line to the Audit Committee of DEH's Board of Directors, ensuring her independence and access to the highest levels of corporate governance. Prior to joining Dunmore, Ms. Caulfield served in senior compliance roles at two publicly traded independent power producers and holds a J.D. from the Georgetown University Law Center.

Ms. Caulfield's appointment was made as part of Dunmore's ongoing commitment to strengthening its compliance infrastructure across all business units, including DPT's wholesale electricity trading operations. Her responsibilities include, but are not limited to, the following:

• Oversight of DPT's trading compliance, including monitoring of DPT's physical and virtual trading activity for compliance with FERC's Anti-Manipulation Rule, the MISO Tariff, and DPT's internal trading policies and procedures;

• Development and implementation of enhanced internal monitoring and surveillance programs designed to identify and escalate potential trading anomalies or compliance issues in a timely manner;

• Development and delivery of compliance training programs for DPT's trading desk personnel, including training on FERC's market manipulation rules, prohibited trading practices, and reporting obligations;

• Coordination with outside counsel and regulatory authorities on compliance matters; and

• Periodic reporting to senior management and the Board of Directors on the status of Dunmore's compliance program and any identified compliance issues.

The timing of Ms. Caulfield's appointment — February 6, 2023 — is significant in that it predated OE's preliminary inquiry letter by more than three months. Dunmore emphasizes this point to demonstrate that the company's commitment to robust regulatory compliance is genuine and proactive, rather than reactive to any particular regulatory inquiry or enforcement action.

Additionally, Dunmore's Vice President of Regulatory Affairs, Rhonda Vasquez, continues to serve as the company's primary interface with FERC on compliance filings, reporting obligations, and other regulatory matters. Ms. Vasquez has worked closely with Ms. Caulfield since her appointment to ensure coordination between Dunmore's regulatory affairs function and the newly established compliance office. Together, Ms. Caulfield and Ms. Vasquez have initiated a comprehensive review of DPT's existing compliance policies and procedures, with a particular focus on trading compliance, position reporting, and internal controls.

VII. Requests for Clarification

Dunmore respectfully submits the following requests for clarification regarding the scope and procedural aspects of OE's preliminary inquiry. Dunmore raises these requests in a spirit of cooperation, with the goal of ensuring that Dunmore's responses to OE Staff's information needs are targeted, comprehensive, and efficient.

A. Scope of the Inquiry

The preliminary inquiry letter dated May 22, 2023, references DPT's trading activity in the MISO Day-Ahead and Real-Time energy markets. Dunmore respectfully requests that OE Staff clarify the precise scope of the inquiry in the following respects:

1. Pricing Nodes. The inquiry letter references activity in the MISO Day-Ahead and Real-Time energy markets generally. Dunmore seeks confirmation of whether the inquiry is limited to DPT's trading activity at Indiana Hub (MISO pricing node) and Minnesota Hub (MISO pricing node), or whether the inquiry extends to DPT's activity at other pricing nodes within the MISO footprint. Clarification on this point will enable Dunmore to focus its document collection and data analysis efforts on the specific nodes of interest to OE Staff, thereby promoting efficiency for both parties.

2. Time Period. The inquiry letter references trading activity during the period beginning January 2022. Dunmore requests confirmation of the end date of the period under review. Based on the language of the inquiry letter and certain follow-up communications, Dunmore understands that the period may extend through approximately March 2023. Confirmation of the precise end date will assist Dunmore in ensuring that its document preservation and production efforts are appropriately calibrated.

3. Affiliated Entities. Dunmore requests confirmation of whether the inquiry extends to the activities of affiliated entities beyond DPT, and in particular whether OE Staff's inquiry encompasses the activities of Dunmore Midstream Partners LP. As noted in Section III.D above, DMP's pipeline infrastructure supplies natural gas to several of Dunmore's gas-fired generation plants, and DMP's operations may therefore be relevant to OE Staff's understanding of DPT's generation offer economics. Clarification on this point will enable Dunmore to determine whether DMP personnel and documents should be included within the scope of document collection and preservation efforts.

4. Products and Transaction Types. Dunmore requests clarification regarding the specific products or transaction types that are the subject of the inquiry. In particular, Dunmore seeks confirmation of whether the inquiry encompasses: (a) Day-Ahead generation offers submitted by DPT for Dunmore's physical generation resources; (b) virtual transactions (Increment Offers and Decrement Bids) submitted by DPT in the MISO Day-Ahead energy market; (c) Financial Transmission Rights acquired and held by DPT; or (d) some combination of the foregoing. Understanding which transaction types are of primary interest to OE Staff will enable Dunmore to prioritize its internal review and provide the most relevant information in a timely manner.

B. Document Preservation Obligations

As noted in Section II above, Calderwood & Harkness has already directed Dunmore to implement a comprehensive litigation hold as of May 25, 2023. The scope of the litigation hold, as currently implemented, is as follows:

• Subject Matter. The hold covers all documents, communications, and electronically stored information ("ESI") relating to DPT's MISO trading activity, including Day-Ahead and Real-Time market transactions, virtual trading activity, FTR positions, gas nominations and scheduling through Dunmore Midstream Partners LP, and all communications involving trading desk personnel that pertain to MISO market activity.

• Time Period. The hold applies to documents and ESI from January 1, 2021, forward. Dunmore has set the preservation start date at January 1, 2021 — one year prior to the earliest date referenced in the inquiry letter — to ensure that relevant contextual materials predating the period under review are preserved.

• Custodians. Eleven (11) custodians have been identified and placed under the litigation hold, including Derek Sung (SVP, Power Marketing & Trading), members of DPT's MISO trading desk, Jennifer Caulfield (CCO), Rhonda Vasquez (VP, Regulatory Affairs), and select personnel from DPT's risk management and back-office functions.

• Data Sources. The hold extends to all relevant data sources, including email (Strathmore Data Systems and archived email), instant messaging platforms (including Vireo Technologies and internal chat systems), shared network drives, trading system records, MISO market participant portals, and personal devices to the extent used for business purposes.

Dunmore requests OE Staff's guidance on any additional preservation obligations or custodians that Staff believes should be included within the scope of the litigation hold. Dunmore is committed to ensuring that its preservation efforts are comprehensive and responsive to OE Staff's needs.

In addition, Dunmore has engaged Crestline Document Solutions LLC, located at 1400 Smith Street, Suite 2100, Houston, Texas 77002, as its e-discovery vendor to assist with the collection, processing, hosting, review, and production of documents and ESI responsive to OE Staff's requests. Crestline Document Solutions is an experienced provider of e-discovery services in the energy enforcement context and has the technical capabilities necessary to handle the volume and complexity of data that Dunmore anticipates will be involved in this matter.

C. Confidentiality and Non-Public Nature of Inquiry

Dunmore understands that this preliminary inquiry is non-public in nature pursuant to 18 C.F.R. Part 1b, which governs the Commission's investigation procedures. Dunmore appreciates the protections afforded by Part 1b and has taken appropriate steps to limit internal knowledge of the inquiry to those individuals with a need to know, including senior management, legal counsel, the compliance function, and those custodians who have been placed under the litigation hold.

Dunmore respectfully requests confirmation of the confidential treatment that will be accorded to information and documents produced by Dunmore in response to OE Staff's requests during the course of this inquiry. In particular, Dunmore requests assurance that all materials produced by Dunmore will be treated as non-public and will not be disclosed to third parties outside of FERC's Office of Enforcement, except as required by law or Commission regulation.

Dunmore further requests that OE Staff engage in a discussion with Calderwood & Harkness regarding any applicable protective procedures for the following categories of sensitive information that may be included in responsive materials:

• Proprietary Trading Data. DPT's trading strategies, position data, profit-and-loss information, and risk management models constitute highly sensitive proprietary business information, the disclosure of which could cause competitive harm to Dunmore.

• Commercially Sensitive Business Information. Information regarding Dunmore's fuel supply arrangements, generation cost structures, and contractual relationships with counterparties is commercially sensitive and warrants protective treatment.

• Personally Identifiable Information. Documents responsive to OE Staff's requests may contain personally identifiable information ("PII") of Dunmore employees, including compensation data, personal contact information, and other sensitive personal details. Dunmore requests that appropriate measures be taken to protect such information.

Dunmore is prepared to discuss the terms of a confidentiality agreement, protective order, or other protective mechanism that would govern the treatment of sensitive materials produced in connection with this inquiry.

VIII. Dunmore's Independent Auditor

For purposes of completeness, and to the extent it may be relevant to OE Staff's inquiry, Dunmore notes that its independent auditor is Prescott & Hargrove LLP, located at 700 Louisiana Street, Suite 3500, Houston, Texas 77002. The engagement partner responsible for Dunmore's audit is Douglas Fenn, CPA. Prescott & Hargrove has served as Dunmore's independent auditor since fiscal year 2018 and has issued unqualified opinions on Dunmore's consolidated financial statements for each fiscal year during that period.

Dunmore will consult with Prescott & Hargrove as appropriate regarding any financial reporting or disclosure implications that may arise in connection with this inquiry, including any potential impact on Dunmore's consolidated financial statements or internal controls over financial reporting.

IX. Point of Contact and Next Steps

Dunmore respectfully requests that all correspondence, communications, data requests, and other inquiries regarding this matter be directed to the following individuals:

Catherine Bloom, Partner Calderwood & Harkness LLP 1001 Fannin Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 555-8412

Email: cbloom@calderwoodharkness.com

With copies to:

Hannah Brinkley, Associate Calderwood & Harkness LLP 1001 Fannin Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 555-8437

Email: hbrinkley@calderwoodharkness.com

Dunmore is prepared to schedule a preliminary conference call or in-person meeting with OE Staff at Staff's earliest convenience. Dunmore proposes that such a meeting address the following topics:

1. The scope of the inquiry, including the specific pricing nodes, time period, affiliated entities, and transaction types that are the subject of OE Staff's review;

2. The format, timing, and sequence of any document requests or data requests that OE Staff anticipates issuing;

3. Procedures for the production of documents and data, including any preferences OE Staff may have regarding production format, Bates numbering conventions, and privilege log protocols;

4. Confidentiality protections and the potential terms of a protective agreement governing the treatment of sensitive materials;

5. The availability of Dunmore personnel for interviews or informal discussions with OE Staff; and

6. Any other procedural matters that OE Staff wishes to discuss at the outset of the inquiry.

Dunmore reiterates its commitment to full, transparent, and good-faith cooperation with the Commission's Office of Enforcement throughout this process. Dunmore believes that a cooperative approach will promote the efficient resolution of this inquiry and will enable OE Staff to obtain a complete and accurate understanding of DPT's trading activities during the period under review.

We appreciate OE Staff's attention to this matter and look forward to engaging constructively with the Division of Investigations. Should you have any questions regarding this letter or wish to schedule a conference call or meeting, please do not hesitate to contact me at (713) 555-8412 or at cbloom@calderwoodharkness.com.

Respectfully submitted,