1016-00004 · Dunmore Energy Holdings · Pre-Engagement

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MEMORANDUM — CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Catherine Bloom, Partner, intellectual Property / Regulatory Enforcement Practice Alan Ngo, Partner, intellectual Property / Regulatory Enforcement Practice

FROM: New Business / Conflicts Department, Calderwood & Harkness LLP

DATE: May 23, 2023

RE: Conflict Check — Proposed New Engagement: Dunmore Energy Holdings Ltd. — FERC Office of Enforcement Investigation (Docket No. IN23-7-000)

C&H Matter Number: 1016-00004

C&H Billing Code: 71420.00001

Office: Houston Office, 1001 Fannin Street, Suite 4200, Houston, TX 77002

Requesting Attorney: Catherine Bloom (Responsible Partner); Alan Ngo (Billing Partner)

Proposed Engagement Team: Catherine Bloom, Alan Ngo, Hannah Brinkley (Lead Associate), Patrick Gallagher (Working Associate)

I. PURPOSE AND SCOPE OF CONFLICT CHECK

This memorandum sets forth the results of the conflict-of-interest review conducted by Calderwood & Harkness LLP's ("C&H" or the "Firm") New Business / Conflicts Department in connection with the proposed engagement of Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its wholly owned subsidiary Dunmore Power Trading LLC ("DPT," and together with DEH, the "Clients") for representation in a matter arising from a preliminary inquiry initiated by the Federal Energy Regulatory Commission's ("FERC") Office of Enforcement ("OE").

Proposed Engagement. C&H has been asked to represent DEH and DPT in connection with a FERC Office of Enforcement preliminary inquiry, and any resulting non-public investigation conducted pursuant to 18 C.F.R. Part 1b, concerning alleged market manipulation in the Midcontinent Independent System Operator ("MISO") Day-Ahead and Real-Time wholesale energy markets. The FERC preliminary inquiry letter, dated May 22, 2023, was addressed to Martin Llewellyn, General Counsel of DEH, and references FERC Docket No. IN23-7-000.

Subject Matter of Investigation. The investigation concerns alleged violations of Section 222 of the Federal Power Act, 16 U.S.C. § 824v, and the Commission's Anti-Manipulation Rule, 18 C.F.R. § 1c.2. Specifically, FERC Staff has indicated that it is examining whether DPT engaged in manipulative bidding strategies in the MISO Day-Ahead and Real-Time energy markets, potentially involving coordinated physical gas scheduling through Dunmore Midstream Partners LP ("DMP"), a related entity. The Relevant Period identified in the preliminary inquiry letter spans from January 3, 2022 through March 17, 2023.

Scope of Proposed Representation. The proposed scope of the engagement encompasses:

(a) Responding to FERC Staff inquiries, including informal data requests and formal requests for information issued pursuant to 18 C.F.R. § 1b.16;

(b) Identifying, collecting, reviewing, and producing documents responsive to FERC Staff requests;

(d) Conducting an internal investigation as necessary to develop an understanding of the relevant facts and trading activity during the Relevant Period;

(e) Engaging with and negotiating on behalf of the Clients with FERC Staff, including potential settlement discussions;

(f) If necessary, defending the Clients against formal enforcement proceedings, including potential proceedings before an administrative law judge or a federal district court action seeking civil penalties under Section 316A of the Federal Power Act, 16 U.S.C. § 825o-1; and

(g) Providing related regulatory, compliance, and strategic advice as the investigation develops.

Referral Source. The engagement was initiated by Martin Llewellyn, General Counsel of Dunmore Energy Holdings Ltd. The matter was referred to C&H after Dunmore's prior FERC regulatory counsel, Aldercroft & Beane LLP ("A&B"), informed Mr. Llewellyn that A&B had been conflicted out of representing Dunmore in the enforcement matter due to a concurrent representation of another MISO market participant that is also the subject of a FERC OE investigation. A more detailed discussion of A&B's conflict is provided in Section IV below. C&H had no prior relationship with DEH, DPT, or any other Dunmore entity; this would be a new client engagement for the Firm.

Purpose of This Memorandum. In accordance with C&H's internal policies governing new client intake and conflict-of-interest review, this memorandum documents the parties searched, the search methodology employed, the results obtained, and the Conflicts Department's determination regarding clearance of the proposed engagement. This memorandum constitutes attorney work product and is protected from disclosure by the attorney work product doctrine. It is intended solely for use by the Firm's attorneys and conflicts personnel in connection with the evaluation and administration of this proposed engagement.

II. PARTIES SEARCHED

The following entities, individuals, and organizations were identified as relevant to the proposed engagement and were searched in the Firm's conflict-checking systems. Each is described in detail below.

A. Client Entities

1. Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore")

• Entity Type: Exempted company incorporated under the laws of the Cayman Islands

• Registered Office: 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands

• Principal U.S. Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056

• Employer Identification Number (EIN): 98-1347562

• Description: Dunmore Energy Holdings Ltd. is a vertically integrated energy holding company with upstream oil and gas production, midstream natural gas gathering and pipeline infrastructure, and power generation assets including wind, solar, and natural gas-fired facilities located across the U.S. Midwest and Gulf Coast regions. DEH is the ultimate parent entity of all Dunmore operating subsidiaries, including DPT and DMP.

• Financial Summary (FY 2022): Consolidated revenue of approximately $3.82 billion; consolidated EBITDA of approximately $891 million.

• Generation Assets: U.S. net generation capacity of approximately 4,280 megawatts ("MW"), comprising approximately 2,650 MW of natural gas-fired generation, approximately 1,130 MW of wind generation, and approximately 500 MW of solar generation.

• Ownership Structure: DEH is privately held. Equity is controlled by founder Gavin Harcourt, who holds 38% of DEH's equity directly and an additional 16% through the Harcourt Family Trust, for an effective controlling interest of approximately 54%. Institutional investors hold the remaining equity, including Pendleton Capital Partners, LP (27%) and Greenvale Infrastructure Fund III (19%).

2. Dunmore Power Trading LLC ("DPT")

• Entity Type: Delaware limited liability company; wholly owned subsidiary of DEH

• Registered Agent: Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801

• Principal Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056

• EIN: 82-4519763

• FERC Market-Based Rate Authorization: Docket No. ER05-1128-000

• Description: DPT is Dunmore's power marketing subsidiary and conducts all of Dunmore's wholesale electricity trading activities in the MISO and Southwest Power Pool ("SPP") organized markets. DPT holds market-based rate authority from FERC, originally granted in Docket No. ER05-1128-000, and is an active participant in MISO's Day-Ahead and Real-Time energy and ancillary services markets.

• Financial Summary (FY 2022): Revenue of approximately $614 million; MISO trading volume of approximately 18.4 million megawatt-hours ("MWh").

• Trading Operations During Relevant Period: DPT maintained a trading desk of 14 traders during the Relevant Period. Trading operations were directed by Derek Sung, Senior Vice President of Power Marketing & Trading.

• Status in FERC Investigation: DPT is the co-respondent alongside DEH in the FERC enforcement matter, Docket No. IN23-7-000, and is the entity whose MISO market trading activity is the direct focus of the investigation.

3. Dunmore Midstream Partners LP ("DMP")

• Entity Type: Delaware limited partnership

• EIN: 47-8831205

• Principal Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056

• Description: DMP is a midstream subsidiary of DEH that operates natural gas gathering systems and pipeline infrastructure. DMP's pipeline network supplies natural gas to several of Dunmore's gas-fired generation plants in the MISO footprint.

• Relevance to FERC Investigation: The FERC preliminary inquiry letter references potential coordination between DPT's wholesale electricity bidding behavior and physical gas scheduling conducted through DMP's pipeline infrastructure. While DMP is not named as a respondent in the preliminary inquiry letter, the investigation examines whether DPT's bidding strategies were coordinated with, or informed by, DMP's gas transportation and scheduling activities in a manner that facilitated alleged market manipulation. Given this nexus, DMP has been included in the conflict search as an affiliated entity whose operations are material to the investigation.

B. Key Individuals — Client Personnel

The following individuals have been identified as key personnel of the client entities who are likely to be materially involved in or relevant to the proposed engagement. Each was searched individually in the Firm's conflict database.

1. Gavin Harcourt — Founder, Chairman, and Chief Executive Officer of DEH. British national, age 61, residing in Houston, Texas. Mr. Harcourt controls approximately 54% of DEH's equity through a combination of direct ownership (38%) and holdings through the Harcourt Family Trust (16%). As the founder and controlling shareholder, Mr. Harcourt exercises ultimate decision-making authority over DEH and its subsidiaries, including DPT and DMP.

2. Elena Mirova — President and Chief Operating Officer of DEH. Age 49, based in Houston, Texas. Ms. Mirova oversees the day-to-day operations of all DEH business units, including the trading operations conducted by DPT and the midstream operations conducted by DMP. She reports directly to Mr. Harcourt.

3. Derek Sung — Senior Vice President, Power Marketing & Trading, DPT. Age 44, based in Houston, Texas. Mr. Sung directly supervised DPT's MISO trading desk during the Relevant Period and had oversight of the trading strategies that are the subject of the FERC investigation. He is expected to be a key witness in the investigation.

4. Rhonda Vasquez — Vice President, Regulatory Affairs, DEH. Age 52, based in Houston, Texas. Ms. Vasquez serves as DEH's primary interface with FERC on compliance matters and has historically managed the company's regulatory filings and interactions with the Commission. She is expected to play a coordinating role in the Firm's engagement.

5. Martin Llewellyn — General Counsel, DEH. Age 56, based in Houston, Texas. Mr. Llewellyn authorized the engagement of outside counsel in connection with the FERC enforcement matter and serves as the primary contact for this engagement. He initiated the referral to C&H after A&B was conflicted out.

6. Jennifer Caulfield — Chief Compliance Officer, DEH. Age 47, based in Houston, Texas. Ms. Caulfield was appointed to the CCO position on February 6, 2023, approximately three months prior to the initiation of the FERC preliminary inquiry. Her appointment predated the investigation and was part of a broader compliance program enhancement initiated by DEH management. Ms. Caulfield will be relevant to the investigation as the individual responsible for DEH's current compliance framework.

7. Kyle Renfro — Senior Trader, MISO Day-Ahead Desk, DPT. Age 36. Mr. Renfro has been identified by FERC Staff in the preliminary inquiry letter as the primary trader executing the allegedly manipulative bidding strategies in the MISO Day-Ahead market during the Relevant Period. He is expected to be a central figure in the investigation.

8. Anastasia Petrov — Trader, MISO Real-Time Desk, DPT. Age 31. Ms. Petrov has been identified by FERC Staff as executing complementary trading positions in the MISO Real-Time market that allegedly worked in concert with Mr. Renfro's Day-Ahead positions. She is also expected to be a significant witness.

C. Equity Investors in DEH

The following institutional investors and trusts hold equity interests in DEH and were searched in the Firm's conflict database to identify any potential conflicts arising from C&H's representation of, or adverse to, any investor or its affiliates.

1. Pendleton Capital Partners, LP — Private equity fund headquartered in New York, New York. Delaware limited partnership. Pendleton holds approximately 27% of the equity in DEH. The Managing Partner of Pendleton Capital Partners is Richard Ostrander. Pendleton is understood to have board representation rights at the DEH level. Given Pendleton's significant equity stake, any existing C&H relationship with Pendleton or its affiliates could create an issue requiring evaluation.

2. Greenvale Infrastructure Fund III — Infrastructure-focused investment fund headquartered in Chicago, Illinois. Delaware limited partnership. Greenvale holds approximately 19% of the equity in DEH. The Managing Director of Greenvale Infrastructure Fund III is Susan Tanaka. Greenvale is understood to have certain consent rights and board observer rights at the DEH level.

3. Harcourt Family Trust — Irrevocable trust formed under the laws of Texas. The trust holds approximately 16% of the equity in DEH on behalf of the family of Gavin Harcourt. The trust was searched as an affiliate of Mr. Harcourt to ensure completeness.

D. Adverse / Interested Government Party

1. Federal Energy Regulatory Commission (FERC)

• Address: 888 First Street NE, Washington, D.C. 20426

• Description: FERC is an independent federal regulatory agency within the U.S. Department of Energy responsible for regulating the interstate transmission and wholesale sale of electricity, natural gas, and oil. The FERC Office of Enforcement is the division responsible for investigating and prosecuting potential violations of the Federal Power Act, the Natural Gas Act, FERC's regulations, and FERC-approved tariffs.

• Relevant FERC Divisions:

• Division of Investigations, Office of Enforcement

• Division of Analytics and Surveillance, Office of Enforcement

• Key FERC Staff Personnel Identified:

• Margaret Hollowell — Director, Division of Investigations, Office of Enforcement

• Thomas Adebayo — Lead Investigator, Division of Investigations

• Christine Pham — Senior Attorney, Division of Investigations

• Dr. Samuel Breck — Senior Economist, Division of Analytics and Surveillance

• Note Regarding Government Entity Status: FERC is a federal government agency. Under applicable rules of professional conduct and the Firm's internal policies, representation of a client in a matter adverse to a federal regulatory agency does not, by itself, create a conflict of interest. However, a conflict could arise if C&H currently represents another client in a matter before FERC where that client's interests could be materially affected by the outcome of the Dunmore enforcement proceeding, or where information gained in one representation could be used to the disadvantage of a client in the other. Accordingly, the Conflicts Department reviewed all pending C&H matters before FERC or involving FERC as a party to evaluate any such potential overlap.

E. Third Parties Checked

The following third parties were identified as having a material connection to the proposed engagement and were included in the conflict search.

1. Aldercroft & Beane LLP — Law firm headquartered at 1875 K Street NW, Suite 600, Washington, D.C. 20006. Organized as a District of Columbia limited liability partnership. Named Partner: Warren Aldercroft. A&B served as Dunmore's prior FERC regulatory counsel, having handled DEH's and DPT's market-based rate filings and routine regulatory compliance matters before the Commission, including matters filed under Docket No. ER05-1128-000. A&B was conflicted out of representing Dunmore in the FERC enforcement matter due to a concurrent representation of another MISO market participant that is also under FERC OE investigation. A&B's conflict and its implications are discussed in further detail in Section IV below.

2. Velthorn Market Analytics, Inc. — 900 North Michigan Avenue, Suite 1400, Chicago, IL 60611. Illinois corporation. President: Dr. Patricia Engel. Velthorn serves as MISO's Independent Market Monitor ("IMM") and performs market monitoring and surveillance functions under MISO's Transmission and Energy Markets Tariff. Velthorn authored a referral report to FERC OE, dated April 3, 2023, that identified the trading patterns at issue and triggered the Commission's preliminary inquiry. Velthorn may serve as a source of information or a witness in the course of the investigation.

3. Prescott & Hargrove LLP — Accounting firm located at 700 Louisiana Street, Suite 3500, Houston, TX 77002. Texas limited liability partnership. Engagement Partner: Douglas Fenn, CPA. Prescott & Hargrove serves as DEH's independent auditor. P&H may be consulted during the course of the engagement regarding the potential financial statement impact of any FERC civil penalty or disgorgement order, and regarding the adequacy of any reserve or disclosure obligations.

4. Midcontinent Independent System Operator (MISO) — Regional transmission organization ("RTO") that operates the wholesale electricity markets at issue in the investigation, including the MISO Day-Ahead and Real-Time energy markets. MISO is headquartered in Carmel, Indiana. The pricing nodes identified as relevant to the investigation include the MISO Indiana Hub and the MISO Minnesota Hub. MISO was searched as a potentially interested party given its role as the operator of the markets in which the alleged manipulation is said to have occurred.

III. CONFLICT DATABASE SEARCH RESULTS

A. Search Methodology

The Conflicts Department conducted a comprehensive search of C&H's proprietary New Matter Intake and Conflicts Management System (the "Conflicts Database") on May 23, 2023. The Conflicts Database contains records of all current and historical client representations, adverse parties, and related entities dating from the inception of the Firm's electronic records system through the present date.

Searches were performed on the following data points for each party identified in Section II above:

• Full legal entity names and all known variations, abbreviations, short names, and "doing business as" names (e.g., "Dunmore Energy Holdings Ltd.," "Dunmore Energy Holdings," "Dunmore Energy," "DEH," "Dunmore");

• Employer Identification Numbers (EINs) and other tax identification numbers;

• Individual names of key personnel, including first name, last name, and all reasonably anticipated alternative spellings or name variations;

• Known affiliated entities, parent companies, subsidiaries, and related funds;

• Phonetic and "fuzzy" matching algorithms to capture near-matches and potential typographical variations.

All search results were reviewed by a conflicts analyst and a conflicts attorney. Where a potential match was identified, the underlying matter records were reviewed to determine whether any actual or potential conflict of interest exists.

The search date for all queries was May 23, 2023. Results are current as of that date.

B. Results — Client Entities (DEH, DPT, DMP)

Searches were conducted on Dunmore Energy Holdings Ltd. (and all variations), Dunmore Power Trading LLC (and all variations), and Dunmore Midstream Partners LP (and all variations), including associated EINs.

No prior or current C&H representations of Dunmore Energy Holdings Ltd., Dunmore Power Trading LLC, or Dunmore Midstream Partners LP were identified in the Conflicts Database. None of these entities appear as a current or former client of the Firm in any capacity.

No prior or current adverse representations against any Dunmore entity were identified in the Conflicts Database. None of these entities appear as an adverse party, co-defendant, counterparty, or interested party in any current or historical C&H engagement.

Result: CLEAR — No conflict identified.

C. Results — Key Individuals

Searches were conducted on the names of all eight key individuals identified in Section II.B above: Gavin Harcourt, Elena Mirova, Derek Sung, Rhonda Vasquez, Martin Llewellyn, Jennifer Caulfield, Kyle Renfro, and Anastasia Petrov.

No current or prior representations of any of the identified Dunmore personnel were found in the Conflicts Database. None of these individuals appear as a client, former client, or represented party in any C&H matter. Additionally, none of these individuals appear as an adverse party or material witness in any current C&H engagement.

Result: CLEAR — No conflict identified.

D. Results — Equity Investors

Pendleton Capital Partners, LP / Richard Ostrander: Searches were conducted on Pendleton Capital Partners, LP, its known affiliated entities and fund vehicles, and Richard Ostrander individually. The search identified one prior C&H engagement involving a Pendleton portfolio company. Specifically, in 2019, C&H's New York office represented Pinnacle Logistics Corp. ("Pinnacle") in connection with a commercial lease dispute in the Southern District of New York. At the time, Pinnacle was a portfolio company of Pendleton Capital Partners Fund II, LP (a predecessor fund to the fund that holds the DEH investment). C&H's representation of Pinnacle was on behalf of Pinnacle as the direct client; Pendleton was not a named party and C&H did not represent Pendleton itself. That matter was closed in January 2020. No current active representation of Pendleton Capital Partners, LP, any Pendleton fund, or any Pendleton portfolio company was identified. No current adverse or materially related representation was identified. Mr. Ostrander does not appear as a client or adverse party in any C&H matter.

Result: CLEAR — No conflict identified. The prior representation of a Pendleton portfolio company in an unrelated commercial lease matter does not give rise to any actual or potential conflict with respect to the proposed Dunmore engagement.

Greenvale Infrastructure Fund III / Susan Tanaka: Searches were conducted on Greenvale Infrastructure Fund III, Greenvale Capital (and all variations), related fund vehicles, and Susan Tanaka individually. No current or prior C&H representations of any Greenvale entity or Ms. Tanaka were identified in the Conflicts Database. No adverse representations against any Greenvale entity were identified.

Result: CLEAR — No conflict identified.

Harcourt Family Trust: The Harcourt Family Trust was searched as an affiliate of Gavin Harcourt. No independent representation of the Harcourt Family Trust was identified in the Conflicts Database. The trust does not appear as a client, former client, adverse party, or interested party in any C&H matter.

Result: CLEAR — No conflict identified.

E. Results — FERC / Government Parties

FERC is a federal government agency, and C&H regularly represents clients in proceedings before the Commission in the ordinary course of its energy regulatory practice. The Conflicts Department reviewed all currently pending C&H matters in which FERC is involved — whether as the regulatory body overseeing a proceeding, as an adverse party, or as a party on the same side as an C&H client — to determine whether any pending matter could present a conflict with the proposed Dunmore engagement.

The review encompassed all open C&H matters coded to FERC-related practice areas, including rate proceedings under Sections 205 and 206 of the Federal Power Act, transmission-related proceedings, natural gas pipeline matters, hydroelectric licensing proceedings, and enforcement-related matters. The review was specifically directed to identifying:

(a) any C&H matter in which the Firm represents a party whose interests could be materially adverse to Dunmore or could be affected by the outcome of Docket No. IN23-7-000;

(b) any C&H matter involving overlapping subject matter, including MISO market manipulation or related FERC enforcement activity;

(c) any C&H matter in which FERC OE Staff are aligned with or adverse to an C&H client in a way that could be complicated by C&H's representation of Dunmore; and

(d) any situation in which confidential information obtained in the Dunmore engagement could be used to the advantage or disadvantage of another C&H client, or vice versa.

No conflicting representations were identified. C&H currently represents clients in several unrelated FERC rate proceedings and transmission-related matters, but none of these matters involve overlapping subject matter, MISO market manipulation allegations, the same FERC Staff personnel, or adverse positions to Dunmore. No C&H client is known to be a counterparty, market participant, or affected party in the Dunmore investigation.

Additionally, the Conflicts Department searched the names of the four identified FERC Staff personnel — Margaret Hollowell, Thomas Adebayo, Christine Pham, and Dr. Samuel Breck — to determine whether any of these individuals are clients or former clients of C&H in any personal capacity. No matches were found.

Result: CLEAR — No conflict identified.

F. Results — Aldercroft & Beane LLP

Searches were conducted on Aldercroft & Beane LLP (and all known variations) and Warren Aldercroft individually.

No current or prior C&H representation of Aldercroft & Beane LLP was identified in the Conflicts Database. A&B does not appear as a client, former client, adverse party, or co-counsel in any C&H matter.

Noted: Aldercroft & Beane served as Dunmore's prior FERC regulatory counsel and handled market-based rate filings and routine regulatory compliance matters on Dunmore's behalf, including filings under Docket No. ER05-1128-000. A&B has been conflicted out of the enforcement matter due to a concurrent representation of another MISO market participant that is also the subject of a FERC OE investigation. The identity of that other market participant has not been disclosed to C&H, and knowledge of that identity is not necessary for C&H's own conflict analysis. A&B's inability to continue representing Dunmore in this matter is the reason for the referral to C&H. A&B's conflict does not impute to C&H or otherwise affect C&H's ability to represent Dunmore. Further discussion is provided in Section IV below.

Result: CLEAR — No conflict identified.

G. Results — Velthorn Market Analytics, Inc.

Searches were conducted on Velthorn Market Analytics, Inc. (and all variations) and Dr. Patricia Engel individually.

No current or prior C&H representation of Velthorn Market Analytics, Inc. or Dr. Patricia Engel was identified in the Conflicts Database. Velthorn does not appear as a client, former client, adverse party, or interested party in any C&H matter.

Noted: Velthorn serves as MISO's Independent Market Monitor and authored the referral report to FERC OE, dated April 3, 2023, that identified the trading patterns forming the basis of the preliminary inquiry. Velthorn may serve as a witness, provide market data, or otherwise participate in the investigation. The engagement team should be aware that Velthorn's role as the IMM gives it access to extensive proprietary market data, and its referral report will likely be a foundational document in the investigation. However, Velthorn's status as a potential third-party witness does not create any conflict of interest for C&H.

Result: CLEAR — No conflict identified.

H. Results — Prescott & Hargrove LLP

Searches were conducted on Prescott & Hargrove LLP (and all variations) and Douglas Fenn individually.

No current or prior C&H representation of Prescott & Hargrove LLP or Douglas Fenn was identified in the Conflicts Database. P&H does not appear as a client, former client, adverse party, or interested party in any C&H matter.

Noted: Prescott & Hargrove serves as DEH's independent auditor and may be consulted during the course of the engagement regarding the potential financial statement impact of any FERC civil penalty, disgorgement, or other remedial order, as well as regarding any reserve or contingency disclosure obligations under applicable accounting standards. P&H's role as DEH's auditor is a routine professional services relationship and does not create any conflict of interest for C&H.

Result: CLEAR — No conflict identified.

IV. ALDERCROFT & BEANE CONFLICT — DETAIL

This section provides additional context regarding the circumstances under which Dunmore's prior FERC regulatory counsel, Aldercroft & Beane LLP, was conflicted out of the enforcement matter, and the implications (if any) for C&H's proposed representation.

Background. Aldercroft & Beane LLP, led by Warren Aldercroft, has served as Dunmore's primary FERC regulatory counsel for a number of years. A&B handled DPT's market-based rate authorization filings, including the original filing under Docket No. ER05-1128-000 and subsequent triennial market power updates, as well as routine regulatory compliance matters. A&B's role was focused on regulatory filings and compliance rather than enforcement defense.

Nature of A&B's Conflict. Upon receipt of the FERC preliminary inquiry letter on May 22, 2023, Dunmore's General Counsel, Martin Llewellyn, contacted A&B to engage the firm for representation in the enforcement matter. A&B promptly informed Mr. Llewellyn that it was unable to accept the engagement. The basis for A&B's declination is that A&B concurrently represents another MISO market participant that is also the subject of an active FERC OE investigation. Although A&B did not disclose the identity of its other client — nor was it obligated to do so — the concurrent representation of two MISO market participants who are each under FERC OE investigation creates a direct conflict of interest under the applicable rules of professional conduct. The concurrent representations could involve overlapping factual issues, potentially adverse positions, or situations in which confidential information obtained from one client could be relevant to the defense of the other. Accordingly, A&B's determination to withdraw from the Dunmore enforcement engagement was appropriate and consistent with professional responsibility obligations.

A&B's Continued Regulatory Role. It is the Conflicts Department's understanding, based on information provided by Mr. Llewellyn, that A&B may continue to handle Dunmore's routine FERC regulatory filings and market-based rate matters that are unrelated to the enforcement investigation, subject to the implementation of appropriate information barriers within A&B. The engagement team should confirm the scope of A&B's continuing role with Mr. Llewellyn and should ensure that any coordination between C&H and A&B with respect to Dunmore's FERC regulatory history is conducted through appropriate channels.

Impact on C&H. A&B possesses institutional knowledge of Dunmore's FERC regulatory history, market-based rate authorization, market power analyses, and compliance practices developed through its years of service as Dunmore's regulatory counsel. However, A&B's conflict is personal to A&B; it arises from A&B's own concurrent representation of another client and does not in any way impute to C&H or affect C&H's ability to independently represent Dunmore in the enforcement matter. C&H has no attorney-client relationship with A&B, and C&H's representation of Dunmore is not derivative of or contingent upon A&B's prior engagement. The Firm may, with Dunmore's authorization, seek to obtain relevant regulatory background information from A&B as part of its preparation for the defense, but such cooperation would be directed by the client and would not create any conflict for C&H.

Conclusion. A&B's conflict does not present any impediment to C&H's proposed representation of DEH and DPT. No further action is required by the Conflicts Department with respect to this issue.

V. POTENTIAL ISSUES NOTED

While no material conflicts of interest have been identified through the conflict check process, the Conflicts Department wishes to bring the following matters to the engagement team's attention. These are not conflicts of interest per se, but rather engagement structuring and ethical considerations that should be addressed in the engagement letter and monitored throughout the representation.

A. Joint Representation of Multiple Dunmore Entities

The proposed engagement contemplates the joint representation of DEH and DPT as co-respondents in the FERC enforcement matter. Additionally, DMP is an affiliated entity whose midstream operations are relevant to the investigation and may become more directly implicated as the investigation progresses, although DMP is not named as a respondent in the preliminary inquiry letter at this time.

Under the applicable rules of professional conduct, concurrent representation of affiliated entities is generally permissible where the interests of the entities are aligned, provided that the clients are informed of the joint representation, the potential risks arising therefrom, and the implications for attorney-client privilege and confidentiality. However, the engagement team should be aware of the following:

(a) Potential for Diverging Interests. While DEH and DPT are currently aligned in their defense of the FERC investigation, their interests could diverge as the investigation develops. For example, if FERC Staff were to seek to hold DEH liable on a parent-company theory of liability while DPT asserts a defense based on the independent judgment of its trading personnel, the two entities could find themselves in tension. Similarly, if DMP becomes a focus of the investigation, its interests as a midstream operator could diverge from DPT's interests as the trading subsidiary.

(b) Engagement Letter Disclosures. The engagement letter should include clear and comprehensive disclosures regarding the joint representation of DEH and DPT, including: (i) a statement that C&H represents both entities jointly and that information shared by one entity with C&H may be shared with the other; (ii) a description of the potential risks of joint representation, including the possibility that the entities' interests could diverge; (iii) a provision for obtaining the informed written consent of each entity to the joint representation; and (iv) a provision addressing the procedures to be followed if the entities' interests diverge, including the possibility that C&H may need to withdraw from representing one or both entities.

(c) DMP. Although DMP is not currently a proposed client in this engagement, its operations are relevant to the investigation, and it is possible that FERC Staff may seek to expand the scope of the inquiry to include DMP directly. The engagement team should discuss with DEH General Counsel whether DMP should be included as a represented entity in the engagement letter at the outset or whether a separate engagement letter should be prepared if and when DMP's involvement becomes more direct.

B. Individual Employees — No Individual Representation

The proposed engagement is structured as a representation of the corporate entities (DEH and DPT), not of any individual employees or officers. This is a critical distinction, particularly in a FERC enforcement investigation where individual employees may face personal liability or adverse consequences, including potential individual penalty actions, referrals for criminal investigation, or industry bars.

The engagement team should be mindful of the following:

(a) Scope of Representation. The engagement letter should state clearly and unambiguously that C&H represents DEH and DPT as corporate entities and does not represent any individual officer, director, employee, or agent of those entities in his or her individual capacity. This is particularly important with respect to Kyle Renfro and Anastasia Petrov, the two traders who have been specifically identified by FERC Staff as executing the allegedly manipulative trading strategies. These individuals may become the subject of individual FERC enforcement actions and may require separate personal counsel.

(b) Employee Interviews and Upjohn Warnings. When C&H conducts interviews of Dunmore employees as part of its investigation and defense preparation, the engagement team should provide appropriate "Upjohn" or "corporate Miranda" warnings to each individual, consistent with the Firm's standard practices. Each employee should be informed that: (i) C&H represents the company, not the individual; (ii) the attorney-client privilege belongs to the company, not the individual; (iii) the company may choose to waive the privilege and disclose the contents of the interview to third parties, including FERC; and (iv) if the individual believes he or she needs personal legal advice, the individual should retain separate counsel.

(c) Coordination of Individual Counsel. If individual employees — particularly Mr. Renfro, Ms. Petrov, or Mr. Sung — retain separate personal counsel, the engagement team should coordinate with DEH General Counsel regarding protocols for information sharing and potential joint defense arrangements, subject to appropriate privilege protections.

(d) Monitoring for Divergence. At this early stage of the investigation, there is no current indication that the interests of any individual employee diverge from the corporate interests of DEH or DPT. However, this dynamic should be monitored closely as the investigation develops. If FERC Staff seeks to depose or interview individual traders, or if there is any indication that an individual employee may seek to cooperate with FERC Staff independently, the engagement team should promptly reassess the alignment of interests and consult with the Conflicts Department if necessary.

VI. CLEARANCE DETERMINATION

Based on the comprehensive conflict-of-interest review documented in this memorandum, the New Business / Conflicts Department of Calderwood & Harkness LLP has reached the following determination:

DETERMINATION: CLEARED — NO CONFLICTS IDENTIFIED

Calderwood & Harkness LLP is cleared to proceed with the proposed engagement of Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC as co-clients in connection with the FERC Office of Enforcement preliminary inquiry and any resulting non-public investigation or formal enforcement proceedings under Docket No. IN23-7-000.

The following administrative details are confirmed:

Next Steps:

1. The engagement letter should be drafted and circulated to Catherine Bloom and Alan Ngo for review prior to transmittal to Martin Llewellyn, General Counsel of DEH, for execution on behalf of DEH and DPT.

2. The engagement letter should incorporate the joint representation disclosures and consents described in Section V.A above.

3. The engagement letter should include the clarification regarding scope of individual representation described in Section V.B above.

4. Once the engagement letter is fully executed, the matter will be opened in the Firm's billing and timekeeping systems under the assigned matter number and billing code.

Clearance Approved By:

Victoria R. Sanderson Conflicts Counsel, New Business / Conflicts Committee Calderwood & Harkness LLP

Date: May 23, 2023

VII. DISTRIBUTION

This memorandum has been distributed to the following individuals. This memorandum is confidential and constitutes attorney work product. It should not be distributed beyond the individuals listed below without the prior approval of the New Business / Conflicts Department.

• Catherine Bloom — Responsible Partner

• Alan Ngo — Billing Partner

• Hannah Brinkley — Lead Associate

• Patrick Gallagher — Working Associate

• C&H New Business / Conflicts Committee — File copy

• Matter File: 1016-00004 — File copy

CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum was prepared by the New Business / Conflicts Department of Calderwood & Harkness LLP for internal Firm use only. It is protected from disclosure by the attorney work product doctrine and the attorney-client privilege. This memorandum should not be disclosed to any person outside the Firm without the express written authorization of the Conflicts Counsel. Any unauthorized disclosure may result in a waiver of applicable privileges.

Item	Detail
C&H Matter Number	1016-00004
C&H Billing Code	71420.00001
Responsible Partner	Catherine Bloom
Billing Partner	Alan Ngo
Lead Associate	Hannah Brinkley
Working Associate	Patrick Gallagher
Office	Houston Office, 1001 Fannin Street, Suite 4200, Houston, TX 77002
FERC Docket No.	IN23-7-000

MEMORANDUM — CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Catherine Bloom, Partner, intellectual Property / Regulatory Enforcement Practice Alan Ngo, Partner, intellectual Property / Regulatory Enforcement Practice
FROM: New Business / Conflicts Department, Calderwood & Harkness LLP
DATE: May 23, 2023
RE: Conflict Check — Proposed New Engagement: Dunmore Energy Holdings Ltd. — FERC Office of Enforcement Investigation (Docket No. IN23-7-000)
C&H Matter Number: 1016-00004
C&H Billing Code: 71420.00001
Office: Houston Office, 1001 Fannin Street, Suite 4200, Houston, TX 77002
Requesting Attorney: Catherine Bloom (Responsible Partner); Alan Ngo (Billing Partner)
Proposed Engagement Team: Catherine Bloom, Alan Ngo, Hannah Brinkley (Lead Associate), Patrick Gallagher (Working Associate)
I. PURPOSE AND SCOPE OF CONFLICT CHECK
This memorandum sets forth the results of the conflict-of-interest review conducted by Calderwood & Harkness LLP's ("C&H" or the "Firm") New Business / Conflicts Department in connection with the proposed engagement of Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its wholly owned subsidiary Dunmore Power Trading LLC ("DPT," and together with DEH, the "Clients") for representation in a matter arising from a preliminary inquiry initiated by the Federal Energy Regulatory Commission's ("FERC") Office of Enforcement ("OE").
Proposed Engagement. C&H has been asked to represent DEH and DPT in connection with a FERC Office of Enforcement preliminary inquiry, and any resulting non-public investigation conducted pursuant to 18 C.F.R. Part 1b, concerning alleged market manipulation in the Midcontinent Independent System Operator ("MISO") Day-Ahead and Real-Time wholesale energy markets. The FERC preliminary inquiry letter, dated May 22, 2023, was addressed to Martin Llewellyn, General Counsel of DEH, and references FERC Docket No. IN23-7-000.
Subject Matter of Investigation. The investigation concerns alleged violations of Section 222 of the Federal Power Act, 16 U.S.C. § 824v, and the Commission's Anti-Manipulation Rule, 18 C.F.R. § 1c.2. Specifically, FERC Staff has indicated that it is examining whether DPT engaged in manipulative bidding strategies in the MISO Day-Ahead and Real-Time energy markets, potentially involving coordinated physical gas scheduling through Dunmore Midstream Partners LP ("DMP"), a related entity. The Relevant Period identified in the preliminary inquiry letter spans from January 3, 2022 through March 17, 2023.
Scope of Proposed Representation. The proposed scope of the engagement encompasses:
(a) Responding to FERC Staff inquiries, including informal data requests and formal requests for information issued pursuant to 18 C.F.R. § 1b.16;
(b) Identifying, collecting, reviewing, and producing documents responsive to FERC Staff requests;
(c) Preparing company witnesses for investigative testimony before FERC Staff pursuant to 18 C.F.R. § 1b.12;
(d) Conducting an internal investigation as necessary to develop an understanding of the relevant facts and trading activity during the Relevant Period;
(e) Engaging with and negotiating on behalf of the Clients with FERC Staff, including potential settlement discussions;
(f) If necessary, defending the Clients against formal enforcement proceedings, including potential proceedings before an administrative law judge or a federal district court action seeking civil penalties under Section 316A of the Federal Power Act, 16 U.S.C. § 825o-1; and
(g) Providing related regulatory, compliance, and strategic advice as the investigation develops.
Referral Source. The engagement was initiated by Martin Llewellyn, General Counsel of Dunmore Energy Holdings Ltd. The matter was referred to C&H after Dunmore's prior FERC regulatory counsel, Aldercroft & Beane LLP ("A&B"), informed Mr. Llewellyn that A&B had been conflicted out of representing Dunmore in the enforcement matter due to a concurrent representation of another MISO market participant that is also the subject of a FERC OE investigation. A more detailed discussion of A&B's conflict is provided in Section IV below. C&H had no prior relationship with DEH, DPT, or any other Dunmore entity; this would be a new client engagement for the Firm.
Purpose of This Memorandum. In accordance with C&H's internal policies governing new client intake and conflict-of-interest review, this memorandum documents the parties searched, the search methodology employed, the results obtained, and the Conflicts Department's determination regarding clearance of the proposed engagement. This memorandum constitutes attorney work product and is protected from disclosure by the attorney work product doctrine. It is intended solely for use by the Firm's attorneys and conflicts personnel in connection with the evaluation and administration of this proposed engagement.
II. PARTIES SEARCHED
The following entities, individuals, and organizations were identified as relevant to the proposed engagement and were searched in the Firm's conflict-checking systems. Each is described in detail below.
A. Client Entities
1. Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore")
•  Entity Type: Exempted company incorporated under the laws of the Cayman Islands
•  Registered Office: 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands
•  Principal U.S. Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056
•  Employer Identification Number (EIN): 98-1347562
•  Description: Dunmore Energy Holdings Ltd. is a vertically integrated energy holding company with upstream oil and gas production, midstream natural gas gathering and pipeline infrastructure, and power generation assets including wind, solar, and natural gas-fired facilities located across the U.S. Midwest and Gulf Coast regions. DEH is the ultimate parent entity of all Dunmore operating subsidiaries, including DPT and DMP.
•  Financial Summary (FY 2022): Consolidated revenue of approximately $3.82 billion; consolidated EBITDA of approximately $891 million.
•  Generation Assets: U.S. net generation capacity of approximately 4,280 megawatts ("MW"), comprising approximately 2,650 MW of natural gas-fired generation, approximately 1,130 MW of wind generation, and approximately 500 MW of solar generation.
•  Ownership Structure: DEH is privately held. Equity is controlled by founder Gavin Harcourt, who holds 38% of DEH's equity directly and an additional 16% through the Harcourt Family Trust, for an effective controlling interest of approximately 54%. Institutional investors hold the remaining equity, including Pendleton Capital Partners, LP (27%) and Greenvale Infrastructure Fund III (19%).
2. Dunmore Power Trading LLC ("DPT")
•  Entity Type: Delaware limited liability company; wholly owned subsidiary of DEH
•  Registered Agent: Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
•  Principal Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056
•  EIN: 82-4519763
•  FERC Market-Based Rate Authorization: Docket No. ER05-1128-000
•  Description: DPT is Dunmore's power marketing subsidiary and conducts all of Dunmore's wholesale electricity trading activities in the MISO and Southwest Power Pool ("SPP") organized markets. DPT holds market-based rate authority from FERC, originally granted in Docket No. ER05-1128-000, and is an active participant in MISO's Day-Ahead and Real-Time energy and ancillary services markets.
•  Financial Summary (FY 2022): Revenue of approximately $614 million; MISO trading volume of approximately 18.4 million megawatt-hours ("MWh").
•  Trading Operations During Relevant Period: DPT maintained a trading desk of 14 traders during the Relevant Period. Trading operations were directed by Derek Sung, Senior Vice President of Power Marketing & Trading.
•  Status in FERC Investigation: DPT is the co-respondent alongside DEH in the FERC enforcement matter, Docket No. IN23-7-000, and is the entity whose MISO market trading activity is the direct focus of the investigation.
3. Dunmore Midstream Partners LP ("DMP")
•  Entity Type: Delaware limited partnership
•  EIN: 47-8831205
•  Principal Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056
•  Description: DMP is a midstream subsidiary of DEH that operates natural gas gathering systems and pipeline infrastructure. DMP's pipeline network supplies natural gas to several of Dunmore's gas-fired generation plants in the MISO footprint.
•  Relevance to FERC Investigation: The FERC preliminary inquiry letter references potential coordination between DPT's wholesale electricity bidding behavior and physical gas scheduling conducted through DMP's pipeline infrastructure. While DMP is not named as a respondent in the preliminary inquiry letter, the investigation examines whether DPT's bidding strategies were coordinated with, or informed by, DMP's gas transportation and scheduling activities in a manner that facilitated alleged market manipulation. Given this nexus, DMP has been included in the conflict search as an affiliated entity whose operations are material to the investigation.
B. Key Individuals — Client Personnel
The following individuals have been identified as key personnel of the client entities who are likely to be materially involved in or relevant to the proposed engagement. Each was searched individually in the Firm's conflict database.
1.  Gavin Harcourt — Founder, Chairman, and Chief Executive Officer of DEH. British national, age 61, residing in Houston, Texas. Mr. Harcourt controls approximately 54% of DEH's equity through a combination of direct ownership (38%) and holdings through the Harcourt Family Trust (16%). As the founder and controlling shareholder, Mr. Harcourt exercises ultimate decision-making authority over DEH and its subsidiaries, including DPT and DMP.
2.  Elena Mirova — President and Chief Operating Officer of DEH. Age 49, based in Houston, Texas. Ms. Mirova oversees the day-to-day operations of all DEH business units, including the trading operations conducted by DPT and the midstream operations conducted by DMP. She reports directly to Mr. Harcourt.
3.  Derek Sung — Senior Vice President, Power Marketing & Trading, DPT. Age 44, based in Houston, Texas. Mr. Sung directly supervised DPT's MISO trading desk during the Relevant Period and had oversight of the trading strategies that are the subject of the FERC investigation. He is expected to be a key witness in the investigation.
4.  Rhonda Vasquez — Vice President, Regulatory Affairs, DEH. Age 52, based in Houston, Texas. Ms. Vasquez serves as DEH's primary interface with FERC on compliance matters and has historically managed the company's regulatory filings and interactions with the Commission. She is expected to play a coordinating role in the Firm's engagement.
5.  Martin Llewellyn — General Counsel, DEH. Age 56, based in Houston, Texas. Mr. Llewellyn authorized the engagement of outside counsel in connection with the FERC enforcement matter and serves as the primary contact for this engagement. He initiated the referral to C&H after A&B was conflicted out.
6.  Jennifer Caulfield — Chief Compliance Officer, DEH. Age 47, based in Houston, Texas. Ms. Caulfield was appointed to the CCO position on February 6, 2023, approximately three months prior to the initiation of the FERC preliminary inquiry. Her appointment predated the investigation and was part of a broader compliance program enhancement initiated by DEH management. Ms. Caulfield will be relevant to the investigation as the individual responsible for DEH's current compliance framework.
7.  Kyle Renfro — Senior Trader, MISO Day-Ahead Desk, DPT. Age 36. Mr. Renfro has been identified by FERC Staff in the preliminary inquiry letter as the primary trader executing the allegedly manipulative bidding strategies in the MISO Day-Ahead market during the Relevant Period. He is expected to be a central figure in the investigation.
8.  Anastasia Petrov — Trader, MISO Real-Time Desk, DPT. Age 31. Ms. Petrov has been identified by FERC Staff as executing complementary trading positions in the MISO Real-Time market that allegedly worked in concert with Mr. Renfro's Day-Ahead positions. She is also expected to be a significant witness.
C. Equity Investors in DEH
The following institutional investors and trusts hold equity interests in DEH and were searched in the Firm's conflict database to identify any potential conflicts arising from C&H's representation of, or adverse to, any investor or its affiliates.
1.  Pendleton Capital Partners, LP — Private equity fund headquartered in New York, New York. Delaware limited partnership. Pendleton holds approximately 27% of the equity in DEH. The Managing Partner of Pendleton Capital Partners is Richard Ostrander. Pendleton is understood to have board representation rights at the DEH level. Given Pendleton's significant equity stake, any existing C&H relationship with Pendleton or its affiliates could create an issue requiring evaluation.
2.  Greenvale Infrastructure Fund III — Infrastructure-focused investment fund headquartered in Chicago, Illinois. Delaware limited partnership. Greenvale holds approximately 19% of the equity in DEH. The Managing Director of Greenvale Infrastructure Fund III is Susan Tanaka. Greenvale is understood to have certain consent rights and board observer rights at the DEH level.
3.  Harcourt Family Trust — Irrevocable trust formed under the laws of Texas. The trust holds approximately 16% of the equity in DEH on behalf of the family of Gavin Harcourt. The trust was searched as an affiliate of Mr. Harcourt to ensure completeness.
D. Adverse / Interested Government Party
1. Federal Energy Regulatory Commission (FERC)
•  Address: 888 First Street NE, Washington, D.C. 20426
•  Description: FERC is an independent federal regulatory agency within the U.S. Department of Energy responsible for regulating the interstate transmission and wholesale sale of electricity, natural gas, and oil. The FERC Office of Enforcement is the division responsible for investigating and prosecuting potential violations of the Federal Power Act, the Natural Gas Act, FERC's regulations, and FERC-approved tariffs.
•  Relevant FERC Divisions:
•  Division of Investigations, Office of Enforcement
•  Division of Analytics and Surveillance, Office of Enforcement
•  Key FERC Staff Personnel Identified:
•  Margaret Hollowell — Director, Division of Investigations, Office of Enforcement
•  Thomas Adebayo — Lead Investigator, Division of Investigations
•  Christine Pham — Senior Attorney, Division of Investigations
•  Dr. Samuel Breck — Senior Economist, Division of Analytics and Surveillance
•  Note Regarding Government Entity Status: FERC is a federal government agency. Under applicable rules of professional conduct and the Firm's internal policies, representation of a client in a matter adverse to a federal regulatory agency does not, by itself, create a conflict of interest. However, a conflict could arise if C&H currently represents another client in a matter before FERC where that client's interests could be materially affected by the outcome of the Dunmore enforcement proceeding, or where information gained in one representation could be used to the disadvantage of a client in the other. Accordingly, the Conflicts Department reviewed all pending C&H matters before FERC or involving FERC as a party to evaluate any such potential overlap.
E. Third Parties Checked
The following third parties were identified as having a material connection to the proposed engagement and were included in the conflict search.
1.  Aldercroft & Beane LLP — Law firm headquartered at 1875 K Street NW, Suite 600, Washington, D.C. 20006. Organized as a District of Columbia limited liability partnership. Named Partner: Warren Aldercroft. A&B served as Dunmore's prior FERC regulatory counsel, having handled DEH's and DPT's market-based rate filings and routine regulatory compliance matters before the Commission, including matters filed under Docket No. ER05-1128-000. A&B was conflicted out of representing Dunmore in the FERC enforcement matter due to a concurrent representation of another MISO market participant that is also under FERC OE investigation. A&B's conflict and its implications are discussed in further detail in Section IV below.
2.  Velthorn Market Analytics, Inc. — 900 North Michigan Avenue, Suite 1400, Chicago, IL 60611. Illinois corporation. President: Dr. Patricia Engel. Velthorn serves as MISO's Independent Market Monitor ("IMM") and performs market monitoring and surveillance functions under MISO's Transmission and Energy Markets Tariff. Velthorn authored a referral report to FERC OE, dated April 3, 2023, that identified the trading patterns at issue and triggered the Commission's preliminary inquiry. Velthorn may serve as a source of information or a witness in the course of the investigation.
3.  Prescott & Hargrove LLP — Accounting firm located at 700 Louisiana Street, Suite 3500, Houston, TX 77002. Texas limited liability partnership. Engagement Partner: Douglas Fenn, CPA. Prescott & Hargrove serves as DEH's independent auditor. P&H may be consulted during the course of the engagement regarding the potential financial statement impact of any FERC civil penalty or disgorgement order, and regarding the adequacy of any reserve or disclosure obligations.
4.  Midcontinent Independent System Operator (MISO) — Regional transmission organization ("RTO") that operates the wholesale electricity markets at issue in the investigation, including the MISO Day-Ahead and Real-Time energy markets. MISO is headquartered in Carmel, Indiana. The pricing nodes identified as relevant to the investigation include the MISO Indiana Hub and the MISO Minnesota Hub. MISO was searched as a potentially interested party given its role as the operator of the markets in which the alleged manipulation is said to have occurred.
III. CONFLICT DATABASE SEARCH RESULTS
A. Search Methodology
The Conflicts Department conducted a comprehensive search of C&H's proprietary New Matter Intake and Conflicts Management System (the "Conflicts Database") on May 23, 2023. The Conflicts Database contains records of all current and historical client representations, adverse parties, and related entities dating from the inception of the Firm's electronic records system through the present date.
Searches were performed on the following data points for each party identified in Section II above:
•  Full legal entity names and all known variations, abbreviations, short names, and "doing business as" names (e.g., "Dunmore Energy Holdings Ltd.," "Dunmore Energy Holdings," "Dunmore Energy," "DEH," "Dunmore");
•  Employer Identification Numbers (EINs) and other tax identification numbers;
•  Individual names of key personnel, including first name, last name, and all reasonably anticipated alternative spellings or name variations;
•  Known affiliated entities, parent companies, subsidiaries, and related funds;
•  Phonetic and "fuzzy" matching algorithms to capture near-matches and potential typographical variations.
All search results were reviewed by a conflicts analyst and a conflicts attorney. Where a potential match was identified, the underlying matter records were reviewed to determine whether any actual or potential conflict of interest exists.
The search date for all queries was May 23, 2023. Results are current as of that date.
B. Results — Client Entities (DEH, DPT, DMP)
Searches were conducted on Dunmore Energy Holdings Ltd. (and all variations), Dunmore Power Trading LLC (and all variations), and Dunmore Midstream Partners LP (and all variations), including associated EINs.
No prior or current C&H representations of Dunmore Energy Holdings Ltd., Dunmore Power Trading LLC, or Dunmore Midstream Partners LP were identified in the Conflicts Database. None of these entities appear as a current or former client of the Firm in any capacity.
No prior or current adverse representations against any Dunmore entity were identified in the Conflicts Database. None of these entities appear as an adverse party, co-defendant, counterparty, or interested party in any current or historical C&H engagement.
Result: CLEAR — No conflict identified.
C. Results — Key Individuals
Searches were conducted on the names of all eight key individuals identified in Section II.B above: Gavin Harcourt, Elena Mirova, Derek Sung, Rhonda Vasquez, Martin Llewellyn, Jennifer Caulfield, Kyle Renfro, and Anastasia Petrov.
No current or prior representations of any of the identified Dunmore personnel were found in the Conflicts Database. None of these individuals appear as a client, former client, or represented party in any C&H matter. Additionally, none of these individuals appear as an adverse party or material witness in any current C&H engagement.
Result: CLEAR — No conflict identified.
D. Results — Equity Investors
Pendleton Capital Partners, LP / Richard Ostrander: Searches were conducted on Pendleton Capital Partners, LP, its known affiliated entities and fund vehicles, and Richard Ostrander individually. The search identified one prior C&H engagement involving a Pendleton portfolio company. Specifically, in 2019, C&H's New York office represented Pinnacle Logistics Corp. ("Pinnacle") in connection with a commercial lease dispute in the Southern District of New York. At the time, Pinnacle was a portfolio company of Pendleton Capital Partners Fund II, LP (a predecessor fund to the fund that holds the DEH investment). C&H's representation of Pinnacle was on behalf of Pinnacle as the direct client; Pendleton was not a named party and C&H did not represent Pendleton itself. That matter was closed in January 2020. No current active representation of Pendleton Capital Partners, LP, any Pendleton fund, or any Pendleton portfolio company was identified. No current adverse or materially related representation was identified. Mr. Ostrander does not appear as a client or adverse party in any C&H matter.
Result: CLEAR — No conflict identified. The prior representation of a Pendleton portfolio company in an unrelated commercial lease matter does not give rise to any actual or potential conflict with respect to the proposed Dunmore engagement.
Greenvale Infrastructure Fund III / Susan Tanaka: Searches were conducted on Greenvale Infrastructure Fund III, Greenvale Capital (and all variations), related fund vehicles, and Susan Tanaka individually. No current or prior C&H representations of any Greenvale entity or Ms. Tanaka were identified in the Conflicts Database. No adverse representations against any Greenvale entity were identified.
Result: CLEAR — No conflict identified.
Harcourt Family Trust: The Harcourt Family Trust was searched as an affiliate of Gavin Harcourt. No independent representation of the Harcourt Family Trust was identified in the Conflicts Database. The trust does not appear as a client, former client, adverse party, or interested party in any C&H matter.
Result: CLEAR — No conflict identified.
E. Results — FERC / Government Parties
FERC is a federal government agency, and C&H regularly represents clients in proceedings before the Commission in the ordinary course of its energy regulatory practice. The Conflicts Department reviewed all currently pending C&H matters in which FERC is involved — whether as the regulatory body overseeing a proceeding, as an adverse party, or as a party on the same side as an C&H client — to determine whether any pending matter could present a conflict with the proposed Dunmore engagement.
The review encompassed all open C&H matters coded to FERC-related practice areas, including rate proceedings under Sections 205 and 206 of the Federal Power Act, transmission-related proceedings, natural gas pipeline matters, hydroelectric licensing proceedings, and enforcement-related matters. The review was specifically directed to identifying:
(a) any C&H matter in which the Firm represents a party whose interests could be materially adverse to Dunmore or could be affected by the outcome of Docket No. IN23-7-000;
(b) any C&H matter involving overlapping subject matter, including MISO market manipulation or related FERC enforcement activity;
(c) any C&H matter in which FERC OE Staff are aligned with or adverse to an C&H client in a way that could be complicated by C&H's representation of Dunmore; and
(d) any situation in which confidential information obtained in the Dunmore engagement could be used to the advantage or disadvantage of another C&H client, or vice versa.
No conflicting representations were identified. C&H currently represents clients in several unrelated FERC rate proceedings and transmission-related matters, but none of these matters involve overlapping subject matter, MISO market manipulation allegations, the same FERC Staff personnel, or adverse positions to Dunmore. No C&H client is known to be a counterparty, market participant, or affected party in the Dunmore investigation.
Additionally, the Conflicts Department searched the names of the four identified FERC Staff personnel — Margaret Hollowell, Thomas Adebayo, Christine Pham, and Dr. Samuel Breck — to determine whether any of these individuals are clients or former clients of C&H in any personal capacity. No matches were found.
Result: CLEAR — No conflict identified.
F. Results — Aldercroft & Beane LLP
Searches were conducted on Aldercroft & Beane LLP (and all known variations) and Warren Aldercroft individually.
No current or prior C&H representation of Aldercroft & Beane LLP was identified in the Conflicts Database. A&B does not appear as a client, former client, adverse party, or co-counsel in any C&H matter.
Noted: Aldercroft & Beane served as Dunmore's prior FERC regulatory counsel and handled market-based rate filings and routine regulatory compliance matters on Dunmore's behalf, including filings under Docket No. ER05-1128-000. A&B has been conflicted out of the enforcement matter due to a concurrent representation of another MISO market participant that is also the subject of a FERC OE investigation. The identity of that other market participant has not been disclosed to C&H, and knowledge of that identity is not necessary for C&H's own conflict analysis. A&B's inability to continue representing Dunmore in this matter is the reason for the referral to C&H. A&B's conflict does not impute to C&H or otherwise affect C&H's ability to represent Dunmore. Further discussion is provided in Section IV below.
Result: CLEAR — No conflict identified.
G. Results — Velthorn Market Analytics, Inc.
Searches were conducted on Velthorn Market Analytics, Inc. (and all variations) and Dr. Patricia Engel individually.
No current or prior C&H representation of Velthorn Market Analytics, Inc. or Dr. Patricia Engel was identified in the Conflicts Database. Velthorn does not appear as a client, former client, adverse party, or interested party in any C&H matter.
Noted: Velthorn serves as MISO's Independent Market Monitor and authored the referral report to FERC OE, dated April 3, 2023, that identified the trading patterns forming the basis of the preliminary inquiry. Velthorn may serve as a witness, provide market data, or otherwise participate in the investigation. The engagement team should be aware that Velthorn's role as the IMM gives it access to extensive proprietary market data, and its referral report will likely be a foundational document in the investigation. However, Velthorn's status as a potential third-party witness does not create any conflict of interest for C&H.
Result: CLEAR — No conflict identified.
H. Results — Prescott & Hargrove LLP
Searches were conducted on Prescott & Hargrove LLP (and all variations) and Douglas Fenn individually.
No current or prior C&H representation of Prescott & Hargrove LLP or Douglas Fenn was identified in the Conflicts Database. P&H does not appear as a client, former client, adverse party, or interested party in any C&H matter.
Noted: Prescott & Hargrove serves as DEH's independent auditor and may be consulted during the course of the engagement regarding the potential financial statement impact of any FERC civil penalty, disgorgement, or other remedial order, as well as regarding any reserve or contingency disclosure obligations under applicable accounting standards. P&H's role as DEH's auditor is a routine professional services relationship and does not create any conflict of interest for C&H.
Result: CLEAR — No conflict identified.
IV. ALDERCROFT & BEANE CONFLICT — DETAIL
This section provides additional context regarding the circumstances under which Dunmore's prior FERC regulatory counsel, Aldercroft & Beane LLP, was conflicted out of the enforcement matter, and the implications (if any) for C&H's proposed representation.
Background. Aldercroft & Beane LLP, led by Warren Aldercroft, has served as Dunmore's primary FERC regulatory counsel for a number of years. A&B handled DPT's market-based rate authorization filings, including the original filing under Docket No. ER05-1128-000 and subsequent triennial market power updates, as well as routine regulatory compliance matters. A&B's role was focused on regulatory filings and compliance rather than enforcement defense.
Nature of A&B's Conflict. Upon receipt of the FERC preliminary inquiry letter on May 22, 2023, Dunmore's General Counsel, Martin Llewellyn, contacted A&B to engage the firm for representation in the enforcement matter. A&B promptly informed Mr. Llewellyn that it was unable to accept the engagement. The basis for A&B's declination is that A&B concurrently represents another MISO market participant that is also the subject of an active FERC OE investigation. Although A&B did not disclose the identity of its other client — nor was it obligated to do so — the concurrent representation of two MISO market participants who are each under FERC OE investigation creates a direct conflict of interest under the applicable rules of professional conduct. The concurrent representations could involve overlapping factual issues, potentially adverse positions, or situations in which confidential information obtained from one client could be relevant to the defense of the other. Accordingly, A&B's determination to withdraw from the Dunmore enforcement engagement was appropriate and consistent with professional responsibility obligations.
A&B's Continued Regulatory Role. It is the Conflicts Department's understanding, based on information provided by Mr. Llewellyn, that A&B may continue to handle Dunmore's routine FERC regulatory filings and market-based rate matters that are unrelated to the enforcement investigation, subject to the implementation of appropriate information barriers within A&B. The engagement team should confirm the scope of A&B's continuing role with Mr. Llewellyn and should ensure that any coordination between C&H and A&B with respect to Dunmore's FERC regulatory history is conducted through appropriate channels.
Impact on C&H. A&B possesses institutional knowledge of Dunmore's FERC regulatory history, market-based rate authorization, market power analyses, and compliance practices developed through its years of service as Dunmore's regulatory counsel. However, A&B's conflict is personal to A&B; it arises from A&B's own concurrent representation of another client and does not in any way impute to C&H or affect C&H's ability to independently represent Dunmore in the enforcement matter. C&H has no attorney-client relationship with A&B, and C&H's representation of Dunmore is not derivative of or contingent upon A&B's prior engagement. The Firm may, with Dunmore's authorization, seek to obtain relevant regulatory background information from A&B as part of its preparation for the defense, but such cooperation would be directed by the client and would not create any conflict for C&H.
Conclusion. A&B's conflict does not present any impediment to C&H's proposed representation of DEH and DPT. No further action is required by the Conflicts Department with respect to this issue.
V. POTENTIAL ISSUES NOTED
While no material conflicts of interest have been identified through the conflict check process, the Conflicts Department wishes to bring the following matters to the engagement team's attention. These are not conflicts of interest per se, but rather engagement structuring and ethical considerations that should be addressed in the engagement letter and monitored throughout the representation.
A. Joint Representation of Multiple Dunmore Entities
The proposed engagement contemplates the joint representation of DEH and DPT as co-respondents in the FERC enforcement matter. Additionally, DMP is an affiliated entity whose midstream operations are relevant to the investigation and may become more directly implicated as the investigation progresses, although DMP is not named as a respondent in the preliminary inquiry letter at this time.
Under the applicable rules of professional conduct, concurrent representation of affiliated entities is generally permissible where the interests of the entities are aligned, provided that the clients are informed of the joint representation, the potential risks arising therefrom, and the implications for attorney-client privilege and confidentiality. However, the engagement team should be aware of the following:
(a) Potential for Diverging Interests. While DEH and DPT are currently aligned in their defense of the FERC investigation, their interests could diverge as the investigation develops. For example, if FERC Staff were to seek to hold DEH liable on a parent-company theory of liability while DPT asserts a defense based on the independent judgment of its trading personnel, the two entities could find themselves in tension. Similarly, if DMP becomes a focus of the investigation, its interests as a midstream operator could diverge from DPT's interests as the trading subsidiary.
(b) Engagement Letter Disclosures. The engagement letter should include clear and comprehensive disclosures regarding the joint representation of DEH and DPT, including: (i) a statement that C&H represents both entities jointly and that information shared by one entity with C&H may be shared with the other; (ii) a description of the potential risks of joint representation, including the possibility that the entities' interests could diverge; (iii) a provision for obtaining the informed written consent of each entity to the joint representation; and (iv) a provision addressing the procedures to be followed if the entities' interests diverge, including the possibility that C&H may need to withdraw from representing one or both entities.
(c) DMP. Although DMP is not currently a proposed client in this engagement, its operations are relevant to the investigation, and it is possible that FERC Staff may seek to expand the scope of the inquiry to include DMP directly. The engagement team should discuss with DEH General Counsel whether DMP should be included as a represented entity in the engagement letter at the outset or whether a separate engagement letter should be prepared if and when DMP's involvement becomes more direct.
B. Individual Employees — No Individual Representation
The proposed engagement is structured as a representation of the corporate entities (DEH and DPT), not of any individual employees or officers. This is a critical distinction, particularly in a FERC enforcement investigation where individual employees may face personal liability or adverse consequences, including potential individual penalty actions, referrals for criminal investigation, or industry bars.
The engagement team should be mindful of the following:
(a) Scope of Representation. The engagement letter should state clearly and unambiguously that C&H represents DEH and DPT as corporate entities and does not represent any individual officer, director, employee, or agent of those entities in his or her individual capacity. This is particularly important with respect to Kyle Renfro and Anastasia Petrov, the two traders who have been specifically identified by FERC Staff as executing the allegedly manipulative trading strategies. These individuals may become the subject of individual FERC enforcement actions and may require separate personal counsel.
(b) Employee Interviews and Upjohn Warnings. When C&H conducts interviews of Dunmore employees as part of its investigation and defense preparation, the engagement team should provide appropriate "Upjohn" or "corporate Miranda" warnings to each individual, consistent with the Firm's standard practices. Each employee should be informed that: (i) C&H represents the company, not the individual; (ii) the attorney-client privilege belongs to the company, not the individual; (iii) the company may choose to waive the privilege and disclose the contents of the interview to third parties, including FERC; and (iv) if the individual believes he or she needs personal legal advice, the individual should retain separate counsel.
(c) Coordination of Individual Counsel. If individual employees — particularly Mr. Renfro, Ms. Petrov, or Mr. Sung — retain separate personal counsel, the engagement team should coordinate with DEH General Counsel regarding protocols for information sharing and potential joint defense arrangements, subject to appropriate privilege protections.
(d) Monitoring for Divergence. At this early stage of the investigation, there is no current indication that the interests of any individual employee diverge from the corporate interests of DEH or DPT. However, this dynamic should be monitored closely as the investigation develops. If FERC Staff seeks to depose or interview individual traders, or if there is any indication that an individual employee may seek to cooperate with FERC Staff independently, the engagement team should promptly reassess the alignment of interests and consult with the Conflicts Department if necessary.
VI. CLEARANCE DETERMINATION
Based on the comprehensive conflict-of-interest review documented in this memorandum, the New Business / Conflicts Department of Calderwood & Harkness LLP has reached the following determination:
DETERMINATION: CLEARED — NO CONFLICTS IDENTIFIED
Calderwood & Harkness LLP is cleared to proceed with the proposed engagement of Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC as co-clients in connection with the FERC Office of Enforcement preliminary inquiry and any resulting non-public investigation or formal enforcement proceedings under Docket No. IN23-7-000.
The following administrative details are confirmed:
Next Steps:
1.  The engagement letter should be drafted and circulated to Catherine Bloom and Alan Ngo for review prior to transmittal to Martin Llewellyn, General Counsel of DEH, for execution on behalf of DEH and DPT.
2.  The engagement letter should incorporate the joint representation disclosures and consents described in Section V.A above.
3.  The engagement letter should include the clarification regarding scope of individual representation described in Section V.B above.
4.  Once the engagement letter is fully executed, the matter will be opened in the Firm's billing and timekeeping systems under the assigned matter number and billing code.
Clearance Approved By:
Victoria R. Sanderson Conflicts Counsel, New Business / Conflicts Committee Calderwood & Harkness LLP
Date: May 23, 2023
VII. DISTRIBUTION
This memorandum has been distributed to the following individuals. This memorandum is confidential and constitutes attorney work product. It should not be distributed beyond the individuals listed below without the prior approval of the New Business / Conflicts Department.
•  Catherine Bloom — Responsible Partner
•  Alan Ngo — Billing Partner
•  Hannah Brinkley — Lead Associate
•  Patrick Gallagher — Working Associate
•  C&H New Business / Conflicts Committee — File copy
•  Matter File: 1016-00004 — File copy
CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum was prepared by the New Business / Conflicts Department of Calderwood & Harkness LLP for internal Firm use only. It is protected from disclosure by the attorney work product doctrine and the attorney-client privilege. This memorandum should not be disclosed to any person outside the Firm without the express written authorization of the Conflicts Counsel. Any unauthorized disclosure may result in a waiver of applicable privileges.
Item | Detail
C&H Matter Number | 1016-00004
C&H Billing Code | 71420.00001
Responsible Partner | Catherine Bloom
Billing Partner | Alan Ngo
Lead Associate | Hannah Brinkley
Working Associate | Patrick Gallagher
Office | Houston Office, 1001 Fannin Street, Suite 4200, Houston, TX 77002
FERC Docket No. | IN23-7-000

MEMORANDUM — CONFIDENTIAL — ATTORNEY WORK PRODUCT

I. PURPOSE AND SCOPE OF CONFLICT CHECK

II. PARTIES SEARCHED

III. CONFLICT DATABASE SEARCH RESULTS

V. POTENTIAL ISSUES NOTED

VI. CLEARANCE DETERMINATION

VII. DISTRIBUTION

Record

Parties

Dates

Amounts