1023-00002 · Ironside Capital Management LP · Client Correspondence

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CALDERWOOD & HARKNESS LLP Attorneys at Law

51 West 52nd Street, 40th Floor New York, New York 10019 Tel: (212) 554-7000

Fax: (212) 554-7001

www.calderwoodharkness.com

January 22, 2025

VIA HAND DELIVERY AND ENCRYPTED EMAIL

Mr. Elliot Brennan Co-Founder, Managing Partner & Chief Investment Officer Ms. Katherine Lim General Counsel & Chief Compliance Officer Ironside Capital Management LP 680 Park Avenue, 34th Floor New York, New York 10065

ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL

Re: Ironside Capital Management LP v. Vantor Holdings Corp., Index No. 650312/2025; New York Supreme Court, Commercial Division, New York County — Filing of Verified Complaint

Reference: Master Fund Administration Agreement dated June 15, 2017 (Ref: VHC-ICM-2017-0615), as amended

Dear Mr. Brennan and Ms. Lim:

1. Purpose of This Letter and Confirmation of Filing

We write to confirm that on January 21, 2025, Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of Ironside Capital Management LP ("Ironside" or the "Firm"), together with its three feeder fund vehicles — Ironside Credit Opportunities Fund LP ("Fund I"), Ironside Structured Alpha Fund LP ("Fund II"), and Ironside Special Situations Fund LP ("Fund III," and collectively with Fund I and Fund II, the "Funds") — filed a Verified Complaint (the "Complaint") against Vantor Holdings Corp. ("Vantor") in the Supreme Court of the State of New York, Commercial Division, New York County.

The Complaint has been assigned Index No. 650312/2025 and has been placed on the docket of the Honorable Richard Torrance, J.S.C. A copy of the Complaint, bearing the filing stamp of the Clerk of the Court, is enclosed with this letter for your records.

The Complaint is an eighty-seven (87) paragraph verified pleading, verified by Mr. Brennan in his capacity as Managing Partner of Ironside, setting forth seven causes of action arising from Vantor's systematic misvaluation of illiquid credit and structured-product positions held across the three Ironside feeder funds. The purpose of this letter is to provide Ironside's management team with a comprehensive summary of the Complaint's allegations, the causes of action pleaded, the damages sought, the key contractual provisions at issue, and the anticipated next steps in the litigation. We also address certain action items that require Ironside's continued attention and cooperation.

2. Background Summary

The claims set forth in the Complaint arise from a sustained course of misconduct by Vantor in its capacity as fund administrator for the three Ironside feeder funds. In particular, the Complaint alleges that Vantor engaged in the systematic misvaluation of illiquid credit and structured-product positions across the Funds during the period commencing the first quarter of 2021 (with the relevant quarter-end date of March 31, 2021) and continuing through the third quarter of 2023 (with the relevant quarter-end date of September 30, 2023) — a span of eleven consecutive quarters (the "Misvaluation Period").

During the Misvaluation Period, the Complaint identifies a total of forty-seven (47) affected positions (the "Affected Positions"), encompassing CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations held across the portfolios of Fund I, Fund II, and Fund III. These Affected Positions represented a material portion of the Funds' aggregate net asset value and were central to the Funds' investment strategies.

Nature of Vantor's Misconduct. The Complaint alleges that Vantor's misconduct took several interrelated forms:

(a) Use of Stale Broker Quotes. Vantor routinely relied upon broker-dealer quotations that were six to twelve months old when assigning marks to the Affected Positions, without disclosing to Ironside that such quotations were stale and no longer representative of current market conditions.

(b) Internally Generated "Model Adjustments." Vantor's valuation services personnel applied internally generated pricing adjustments — referred to within Vantor as "model adjustments" — that had the effect of inflating the marks assigned to the Affected Positions by an average of 14.3% above observable market inputs. These model adjustments were not disclosed to Ironside, were not supported by documented methodological rationale, and were not subjected to Vantor's own internal review and governance processes.

(c) Failure to Follow Contractual Valuation Procedures. Vantor failed to follow the contractually required waterfall valuation procedures set forth in Ironside's Valuation Policy (Version 3.2, effective January 1, 2020) (the "Valuation Policy"), which the Master Fund Administration Agreement expressly incorporated by reference and required Vantor to adhere to in pricing all Level 2 and Level 3 positions.

(d) Concealment of Internal Awareness. Internal emails and analyses maintained within Vantor's valuation services group documented Vantor personnel's contemporaneous awareness that the marks being reported to Ironside were materially inflated. These communications were deliberately concealed from Ironside throughout the Misvaluation Period.

Responsible Vantor Personnel. The Complaint alleges that the foregoing misconduct was directed and supervised by Nathan Orris, Senior Vice President of Valuation Services at Vantor, and Deepa Rajaram, Vice President of Client Valuation Operations at Vantor. Both Mr. Orris and Ms. Rajaram had direct oversight responsibility for the Ironside account and were the primary points of contact between Vantor's valuation team and Ironside's operations and investment personnel.

Aggregate Overvaluation. The aggregate overvaluation resulting from Vantor's misconduct during the Misvaluation Period totals approximately $287.0 million, allocated across the Funds as follows:

These figures have been confirmed by two independent expert analyses: (i) the preliminary valuation report prepared by Harmon-Bryce Valuation Advisors LLC, dated September 22, 2023, and (ii) the comprehensive damages report prepared by Kessler Forensic Accounting Group PC, dated January 10, 2025. Both reports have been referenced in and annexed to the Complaint.

discovery of the Fraud. The Complaint recounts the circumstances under which the overvaluation was first identified. In July 2023, Rajiv Subramanian, Ironside's Chief Financial Officer, identified a discrepancy of approximately $12.6 million involving seven CLO equity positions held by Fund I. Mr. Subramanian's analysis compared Vantor's reported marks for those positions against independent pricing indications obtained from Northpoint Securities LLC, a leading dealer in the CLO secondary market. The magnitude and consistency of the variance across multiple positions prompted further investigation.

Ironside promptly raised the discrepancy with Vantor, which provided a response dated August 18, 2023, that the Complaint characterizes as materially incomplete and evasive. Vantor's response failed to address the specific positions at issue, provided no supporting documentation for its marks, and did not disclose the use of stale quotes or model adjustments. Following receipt of this inadequate response, Ironside retained Harmon-Bryce Valuation Advisors LLC on September 5, 2023, to conduct an independent review of all Vantor-reported marks across the three Funds.

On October 3, 2023, based upon the preliminary findings of the Harmon-Bryce review, Ironside exercised its right to terminate the Master Fund Administration Agreement for cause pursuant to Section 12.2 thereof. Ironside then executed a transition to Meridian Investor Services LLC, which assumed fund administration responsibilities effective October 10, 2023.

Pre-Litigation Efforts. The Complaint further alleges that Ironside made extensive good-faith efforts to resolve this dispute prior to commencing litigation. On November 15, 2023, C&H transmitted a detailed demand letter to Vantor, setting forth the basis for Ironside's claims and demanding that Vantor provide full restitution. Vantor's outside counsel, Whitfield, Dane & Corcoran LLP ("WDC"), responded by letter dated December 20, 2023, denying all liability and contesting Ironside's characterization of Vantor's conduct.

Thereafter, the parties agreed to engage in mediation before Brookstone ADR Services LLC, under the supervision of the Honorable Sandra Kwan (Ret.), with the mediation assigned reference number BADR-2024-00391. The mediation process commenced in March 2024 and included two full-day sessions and multiple interim submissions. Unfortunately, the parties were unable to reach a resolution, and the mediation was formally terminated without agreement on December 6, 2024. Having exhausted the available pre-litigation avenues, Ironside authorized C&H to file the Complaint.

3. Summary of the Causes of Action

The Complaint sets forth seven causes of action against Vantor and certain of its officers, which are summarized below.

3.1 First Cause of Action: Fraud (Common Law)

The first cause of action alleges common law fraud against Vantor. Specifically, the Complaint alleges that Vantor knowingly provided false valuations of the 47 Affected Positions over the course of the eleven-quarter Misvaluation Period. Ironside relied upon those valuations for purposes of net asset value ("NAV") reporting to limited partners, investor accounting and capital account maintenance, fee calculations (both management fees charged by Ironside and administration fees charged by Vantor), and regulatory filings including Form PF and Form ADV. Vantor intended to induce Ironside's reliance on the inflated marks in order to maintain and grow its fee revenue from the Ironside engagement and to avoid the reputational and business consequences that would follow from a disclosure of the pricing failures. As a direct and proximate result of Ironside's reasonable reliance on Vantor's fraudulent valuations, Ironside and the Funds suffered substantial damages.

The Complaint pleads the fraud claim with the particularity required by CPLR § 3016(b). The Complaint identifies: (i) who committed the fraud (Nathan Orris and Deepa Rajaram, acting on behalf of Vantor); (ii) what the fraudulent conduct consisted of (the reporting of inflated marks based on stale broker quotations, undisclosed model adjustments, and the concealment of internal analyses documenting awareness of the overvaluation); (iii) when the fraud occurred (Q1 2021 through Q3 2023, with quarter-by-quarter specificity); (iv) where the fraud was carried out (through quarterly valuation reports delivered by Vantor to Ironside in connection with the administration of each of Fund I, Fund II, and Fund III); and (v) how the fraud was perpetuated (by concealing internal emails and communications documenting Vantor's awareness that the marks were inflated and did not conform to the contractually required valuation methodology).

3.2 Second Cause of Action: Fraudulent Concealment

The second cause of action alleges fraudulent concealment. Under the Master Fund Administration Agreement, and in particular Section 4.2 thereof, Vantor had an affirmative duty to disclose to Ironside all material information regarding the valuation methodologies and inputs utilized in pricing the Funds' positions. The Complaint alleges that Vantor deliberately concealed from Ironside the existence and contents of internal emails and analyses — maintained within the valuation services group under Mr. Orris's supervision — that documented Vantor's awareness that the marks being assigned to the Affected Positions were materially inflated above levels supported by observable market data. Ironside was unaware of this concealment until July 2023, when Mr. Subramanian's analysis first brought the pricing discrepancies to light.

3.3 Third Cause of Action: Negligent Misrepresentation

The third cause of action alleges negligent misrepresentation. As a professional fund administrator retained to provide independent pricing and valuation services, Vantor owed Ironside a duty of care in the preparation and delivery of position-level marks and NAV calculations. The Complaint alleges that Vantor negligently reported inflated valuations for the Affected Positions, and that Ironside justifiably relied upon Vantor's representations given Vantor's role as an independent third-party pricing source with specialized expertise in the valuation of illiquid credit instruments. The Complaint further alleges that the requisite privity and near-privity relationship existed between Ironside and Vantor by virtue of the Master Fund Administration Agreement, which specifically contemplated that Ironside and the Funds would rely upon Vantor's independent pricing determinations in reporting to investors and regulators.

3.4 Fourth Cause of Action: Breach of Contract (Material Breach of FAA §§ 3.1 and 4.2)

The fourth cause of action alleges material breach of contract. The Master Fund Administration Agreement was originally executed on June 15, 2017 (Reference: VHC-ICM-2017-0615), and was subsequently amended by: (i) the First Amendment, dated March 1, 2019, which added Fund III to the scope of services covered by the agreement; and (ii) the Second Amendment, dated June 10, 2022, which adjusted Vantor's administration fee from 4.0 basis points to 4.5 basis points on administered NAV (collectively, the "FAA").

The Complaint alleges that Vantor breached two core provisions of the FAA:

(a) Section 3.1 (Scope of Services). Section 3.1 obligated Vantor to provide, among other services, independent pricing and valuation of all portfolio positions held by the Funds, including Level 2 and Level 3 assets as classified under ASC 820. The Complaint alleges that Vantor's pricing of the Affected Positions was neither independent nor compliant with the procedures specified in the FAA and the incorporated Valuation Policy.

(b) Section 4.2 (Valuation Standard). Section 4.2 established the standard to which Vantor's valuation services were to be performed. That standard required Vantor to value the Funds' positions in accordance with United States generally accepted accounting principles ("GAAP"), the applicable fund's Valuation Policy, and the standard of care of a reasonably prudent professional fund administrator. Vantor breached each component of this tripartite standard.

The specific breaches alleged in the Complaint include: (i) Vantor's failure to apply the waterfall valuation procedures prescribed by the Valuation Policy, which required Vantor to prioritize and exhaust higher-level pricing inputs (Level 1 and Level 2) before resorting to Level 3 model-based valuations; (ii) Vantor's use of stale broker quotations, ranging from six to twelve months old, in circumstances where more current pricing data was available; and (iii) Vantor's application of undisclosed model adjustments that systematically inflated marks above levels supported by observable data.

3.5 Fifth Cause of Action: Breach of Fiduciary Duty

The fifth cause of action alleges breach of fiduciary duty. The Complaint alleges that Vantor's role as fund administrator went beyond that of a mere arm's-length contractual service provider. By virtue of the FAA and its actual course of dealing with Ironside, Vantor exercised independent valuation authority and discretionary judgment over the pricing of Level 2 and Level 3 assets in the Funds' portfolios. This discretionary role — under which Vantor was entrusted with making independent pricing determinations upon which Ironside and the Funds' limited partners would rely — created a fiduciary relationship giving rise to duties of loyalty and care.

The Complaint alleges that Vantor breached its fiduciary duty of loyalty by prioritizing its own commercial interests — including the retention of Ironside's business and the avoidance of reputational consequences — over its obligations to Ironside and the Funds. Vantor further breached its fiduciary duty of care by failing to maintain adequate internal controls over its valuation processes and by permitting the sustained use of stale data and undisclosed model adjustments.

3.6 Sixth Cause of Action: Aiding and Abetting Fraud (Against Vantor Corporate Officers)

The sixth cause of action alleges aiding and abetting fraud against certain individual officers of Vantor: Raymond Kettler, Chief Executive Officer and Chairman; Susan Hargrove, President and Chief Operating Officer; Nathan Orris, Senior Vice President of Valuation Services; and Deepa Rajaram, Vice President of Client Valuation Operations (collectively, the "Individual Defendants"). The Complaint alleges that each of the Individual Defendants had actual knowledge of the inflated valuations being reported to Ironside and substantially assisted in perpetuating the scheme — whether by directing the use of stale quotes and model adjustments (Mr. Orris and Ms. Rajaram), or by receiving reports and escalations regarding the Ironside account and failing to take corrective action despite knowledge of the improper pricing practices (Mr. Kettler and Ms. Hargrove).

3.7 Seventh Cause of Action: Unjust Enrichment

The seventh cause of action is pleaded in the alternative, to the extent that the FAA is found not to govern or encompass the subject claims. The Complaint alleges that Vantor was unjustly enriched by receiving administration fees totaling approximately $9.28 million over the life of the FAA, including a peak annual fee of approximately $1.616 million (calculated at 4.5 basis points on administered NAV of approximately $3.59 billion) during the most recent complete fiscal year of the relationship. The Complaint alleges that it would be inequitable for Vantor to retain these fees, particularly those received during the Misvaluation Period, given the fundamentally deficient nature of the services provided. Ironside seeks disgorgement of all fees paid to Vantor during the Misvaluation Period.

4. Damages Sought

The Complaint seeks the following categories of relief:

Compensatory Damages. Ironside seeks compensatory damages in the amount of $287.0 million, representing the aggregate overvaluation of the Affected Positions across the three Funds during the Misvaluation Period, as quantified by the Kessler Forensic Accounting Group damages report.

Consequential Damages. In addition to compensatory damages, Ironside seeks consequential damages in the approximate amount of $50.0 million, encompassing the following components:

(a) Investor Redemption Overpayments: $43.2 million, representing overpayments made to redeeming limited partners who received redemption proceeds calculated on the basis of inflated NAV during the Misvaluation Period. Kessler Forensic Accounting Group has identified 217 separate redemption transactions that were processed at inflated NAV levels during this period.

(b) Excess Management Fees Subject to Disgorgement by Ironside to Limited Partners: Approximately $4.3 million, representing management fees (calculated at 1.5% of NAV) that were charged to the Funds on the basis of overstated NAV and which Ironside anticipates will be required to disgorge to its limited partners.

(c) Regulatory Remediation Costs: $2.8 million, encompassing costs incurred by Ironside in connection with the engagement of outside counsel, compliance consultants, and forensic advisors related to remedial regulatory filings, including amendments to Form PF.

(d) Investor Litigation Defense Costs: $6.1 million, representing costs incurred and expected to be incurred by Ironside in defending three pending limited partner arbitrations that have been commenced against Ironside as a direct consequence of the valuation irregularities.

Punitive Damages. On the fraud-based causes of action (the first, second, and sixth causes of action), the Complaint seeks an award of punitive damages in an amount to be determined at trial, on the grounds that Vantor's conduct was willful, wanton, and demonstrated a high degree of moral turpitude.

Attorneys' Fees. The Complaint seeks recovery of attorneys' fees and costs of suit pursuant to FAA Section 9.4, which provides for the recovery of reasonable attorneys' fees and expenses incurred by the prevailing party in any action arising out of or relating to the FAA.

Ironside's Position on the Contractual Liability Cap. We draw your attention to Section 9.3 of the FAA, which purports to cap Vantor's aggregate liability at an amount equal to two times the fees paid to Vantor during the twelve-month period preceding the date of termination of the FAA. Based on Vantor's fee invoices, the twelve-month period preceding the October 3, 2023 termination yields total fees of approximately $1.49 million, resulting in a calculated cap of approximately $2.98 million.

It is Ironside's position, as set forth in the Complaint, that this liability cap is unenforceable as applied to the fraud and willful misconduct claims asserted herein. New York law is well established that contractual limitations on liability do not shield a party from liability for its own fraud or willful misconduct, and the FAA itself does not purport to limit liability in such circumstances. We anticipate that Vantor will seek to invoke this provision, and we are prepared to vigorously contest its applicability.

Vantor's D&O Insurance. We note for your awareness that Vantor maintains directors' and officers' liability insurance through Veltrano Mutual Insurance Co., with a policy limit of $50 million per occurrence. Our analysis of the potential availability of this coverage as a source of recovery is ongoing. We will update you as we develop further information regarding the policy's terms, conditions, and any applicable exclusions.

5. Key Contractual Provisions at Issue

For ease of reference, the following is a summary of the key provisions of the FAA that are directly at issue in this litigation:

The governing law provision (§ 14.2) and the exclusive forum selection clause (§ 14.3) provide the basis for Ironside's filing in the New York Supreme Court, Commercial Division, New York County. The jury waiver contained in Section 14.3 means that, absent a successful challenge by Vantor, this matter will be tried before the court sitting without a jury.

6. Anticipated Next Steps and Timeline

We outline below the principal next steps in this litigation and the anticipated timeline for each:

Service of Process. Now that the Complaint has been filed, Vantor must be served with process in accordance with the requirements of the CPLR. C&H will arrange for service upon Vantor at its principal office, located at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131, and through its registered agent for service of process in the State of Delaware, Palmetto Corporate Services Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. We expect to effectuate service within the next seven to ten business days.

Responsive Pleading. Following service, Vantor will have between twenty (20) and thirty (30) days to respond to the Complaint, either by filing an answer or by filing a pre-answer motion (such as a motion to dismiss under CPLR § 3211). We anticipate that Vantor's counsel, Whitfield, Dane & Corcoran LLP — with Gregory Dane serving as lead partner on this matter — may seek to file a pre-answer motion to dismiss. Based on our assessment of the Complaint's allegations and the applicable legal standards, we believe any such motion would face significant challenges, particularly with respect to the fraud-based claims, which have been pleaded with the requisite particularity, and the contract claims, which are grounded in specific, identified provisions of the FAA.

Preliminary Conference. Following the filing of a responsive pleading or the resolution of any pre-answer motion, we expect that the Honorable Richard Torrance will schedule a preliminary conference in due course to establish a case management schedule, including deadlines for discovery, motion practice, and trial.

discovery Preparation. C&H is proactively preparing discovery materials in anticipation of the discovery phase, including initial document requests and interrogatories directed to Vantor. We expect that discovery in this matter will be extensive, particularly with respect to Vantor's internal communications, valuation models, pricing data, and governance and quality assurance records.

Expert Coordination. We will continue to coordinate closely with Ironside's retained experts: Dr. Lena Galbraith at Harmon-Bryce Valuation Advisors LLC, who leads the valuation analysis, and Martin Kessler at Kessler Forensic Accounting Group PC, who leads the damages quantification workstream. Both experts have been made aware of the filing of the Complaint and are prepared to support the litigation as it proceeds through discovery and into trial preparation.

7. Client Action Items

We respectfully ask Ironside's management team to attend to the following matters in connection with this litigation:

Document Preservation. Ironside should continue to preserve all documents and communications — whether in hard copy, electronic, or other form — that relate to Ironside's relationship with Vantor, including but not limited to valuation reports, correspondence, internal analyses, meeting notes, and any other materials bearing on the claims and defenses in this action. This obligation is consistent with, and reinforces, the litigation hold notice that C&H issued on November 5, 2023. We ask that you ensure that all relevant custodians within Ironside continue to comply with the hold.

Document Collection. C&H will be coordinating with Ms. Lim and Derek Holt, Ironside's Head of Operations, on any additional document collection needs that arise in connection with our preparation for discovery. We may need to expand the scope of collected materials as the case progresses and as discovery requests from Vantor are received.

Investor Disclosure Obligations. We remind Ironside of its ongoing obligations with respect to investor communications. As set forth in C&H's guidance letter of November 20, 2023, Ironside is subject to disclosure obligations to its limited partners — including Ashford Endowment Partners LP (which we understand has approximately $340 million in committed capital across all three Funds) — under the applicable limited partnership agreements and, to the extent relevant, Regulation D under the Securities Act of 1933. The filing of the Complaint may necessitate additional investor communications, and we ask that any such communications be coordinated with C&H before dissemination to ensure consistency with the litigation strategy and compliance with applicable legal requirements.

Communications from Opposing Parties and Insurers. Ironside should promptly alert C&H to any communications received from Vantor, Whitfield, Dane & Corcoran LLP, Veltrano Mutual Insurance Co., or any other person or entity acting on behalf of any of the foregoing. All such communications should be forwarded to C&H without response.

Auditor Coordination. Ironside should coordinate with Claremont & Strauss LLP (Howard Stein, audit partner) regarding any audit implications of the filing of the Complaint. We are available to participate in any discussions with the auditors if that would be helpful. Additionally, Ironside should consult with its in-house legal and compliance team regarding whether the filing of the Complaint requires any amendments to Ironside's Form ADV, Part 2A, Item 11 (Disciplinary Information) (SEC File No. 801-79534) or any updates to Form PF, and should coordinate with C&H as appropriate with respect to the content and timing of any such filings.

8. Billing and Engagement Matters

This matter continues to be governed by the engagement letter dated November 1, 2023, between C&H and Ironside. For your reference, the current C&H engagement team and applicable hourly rates are as follows:

The $500,000 evergreen retainer previously funded by Ironside remains in place. Quarterly billing statements will continue to be directed to Ms. Lim and Mr. Subramanian in accordance with the terms of the engagement letter. Should any changes to the staffing of this matter become necessary, we will advise you in advance.

9. Closing

We are gratified to have reached this milestone in advancing Ironside's claims against Vantor. The Complaint reflects months of careful investigation, analysis, and preparation, and we believe it positions Ironside well for the litigation ahead.

C&H is available to discuss the Complaint and the anticipated litigation strategy at your convenience. We would welcome the opportunity to schedule a call or an in-person meeting to review the filing in greater detail, address any questions you may have, and discuss strategic considerations as we move into the next phase of the case. Please do not hesitate to contact me directly to arrange a time that works for you.

As noted above, a copy of the filed and stamped Verified Complaint is enclosed for Ironside's records.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Samuel Eklund Partner Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019 Tel: (212) 554-7064

Email: seklund@calderwoodharkness.com

Encl.: Verified Complaint, Ironside Capital Management LP v. Vantor Holdings Corp., Index No. 650312/2025, Supreme Court of the State of New York, Commercial Division, New York County (filed January 21, 2025) (court-stamped copy)

cc: Linda Osei, Esq., Calderwood & Harkness LLP Yuki Nakamura, Esq., Calderwood & Harkness LLP Marguerite Dao, Co-Founder, President & COO, Ironside Capital Management LP Rajiv Subramanian, CFO, Ironside Capital Management LP

Fund	Aggregate Overvaluation
Fund I (Ironside Credit Opportunities Fund LP)	$156.4 million
Fund II (Ironside Structured Alpha Fund LP)	$88.7 million
Fund III (Ironside Special Situations Fund LP)	$41.9 million
Total	$287.0 million
FAA Section	Subject	Summary
§ 3.1	Scope of Services	Vantor obligated to provide independent pricing and valuation of all portfolio positions, including Level 2 and Level 3 assets
§ 4.2	Valuation Standard	Valuations to be performed in accordance with GAAP, the applicable fund's Valuation Policy, and the standard of care of a reasonably prudent professional fund administrator
§ 9.1	Indemnification	Vantor agreed to indemnify Ironside for all losses, damages, liabilities, costs, and expenses arising from Vantor's negligence, fraud, willful misconduct, or material breach of the FAA
§ 9.3	Limitation of Liability	Aggregate liability capped at 2× fees paid in the twelve months preceding termination (~$2.98 million); Ironside contends this cap is unenforceable for fraud and willful misconduct
§ 9.4	Attorneys' Fees	Prevailing party entitled to recovery of reasonable attorneys' fees and expenses
§ 12.2	Termination for Cause	Either party may terminate the FAA for cause upon written notice specifying the grounds for termination
§ 14.2	Governing Law	The FAA is governed by and construed in accordance with the laws of the State of New York
§ 14.3	Dispute Resolution; Jury Waiver	Exclusive jurisdiction and venue in the Supreme Court of the State of New York, New York County; the parties have waived the right to a trial by jury
Attorney	Role	Hourly Rate
Samuel Eklund	Responsible Partner	$1,475
Linda Osei	Billing Partner	$1,350
Yuki Nakamura	Lead Associate	$875
Carlos Espinoza	Working Associate	$650

CALDERWOOD & HARKNESS LLP Attorneys at Law
51 West 52nd Street, 40th Floor New York, New York 10019 Tel: (212) 554-7000
Fax: (212) 554-7001
www.calderwoodharkness.com
January 22, 2025
VIA HAND DELIVERY AND ENCRYPTED EMAIL
Mr. Elliot Brennan Co-Founder, Managing Partner & Chief Investment Officer Ms. Katherine Lim General Counsel & Chief Compliance Officer Ironside Capital Management LP 680 Park Avenue, 34th Floor New York, New York 10065
ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL
Re: Ironside Capital Management LP v. Vantor Holdings Corp., Index No. 650312/2025; New York Supreme Court, Commercial Division, New York County — Filing of Verified Complaint
Reference: Master Fund Administration Agreement dated June 15, 2017 (Ref: VHC-ICM-2017-0615), as amended
Dear Mr. Brennan and Ms. Lim:
1. Purpose of This Letter and Confirmation of Filing
We write to confirm that on January 21, 2025, Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of Ironside Capital Management LP ("Ironside" or the "Firm"), together with its three feeder fund vehicles — Ironside Credit Opportunities Fund LP ("Fund I"), Ironside Structured Alpha Fund LP ("Fund II"), and Ironside Special Situations Fund LP ("Fund III," and collectively with Fund I and Fund II, the "Funds") — filed a Verified Complaint (the "Complaint") against Vantor Holdings Corp. ("Vantor") in the Supreme Court of the State of New York, Commercial Division, New York County.
The Complaint has been assigned Index No. 650312/2025 and has been placed on the docket of the Honorable Richard Torrance, J.S.C. A copy of the Complaint, bearing the filing stamp of the Clerk of the Court, is enclosed with this letter for your records.
The Complaint is an eighty-seven (87) paragraph verified pleading, verified by Mr. Brennan in his capacity as Managing Partner of Ironside, setting forth seven causes of action arising from Vantor's systematic misvaluation of illiquid credit and structured-product positions held across the three Ironside feeder funds. The purpose of this letter is to provide Ironside's management team with a comprehensive summary of the Complaint's allegations, the causes of action pleaded, the damages sought, the key contractual provisions at issue, and the anticipated next steps in the litigation. We also address certain action items that require Ironside's continued attention and cooperation.
2. Background Summary
The claims set forth in the Complaint arise from a sustained course of misconduct by Vantor in its capacity as fund administrator for the three Ironside feeder funds. In particular, the Complaint alleges that Vantor engaged in the systematic misvaluation of illiquid credit and structured-product positions across the Funds during the period commencing the first quarter of 2021 (with the relevant quarter-end date of March 31, 2021) and continuing through the third quarter of 2023 (with the relevant quarter-end date of September 30, 2023) — a span of eleven consecutive quarters (the "Misvaluation Period").
During the Misvaluation Period, the Complaint identifies a total of forty-seven (47) affected positions (the "Affected Positions"), encompassing CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations held across the portfolios of Fund I, Fund II, and Fund III. These Affected Positions represented a material portion of the Funds' aggregate net asset value and were central to the Funds' investment strategies.
Nature of Vantor's Misconduct. The Complaint alleges that Vantor's misconduct took several interrelated forms:
(a) Use of Stale Broker Quotes. Vantor routinely relied upon broker-dealer quotations that were six to twelve months old when assigning marks to the Affected Positions, without disclosing to Ironside that such quotations were stale and no longer representative of current market conditions.
(b) Internally Generated "Model Adjustments." Vantor's valuation services personnel applied internally generated pricing adjustments — referred to within Vantor as "model adjustments" — that had the effect of inflating the marks assigned to the Affected Positions by an average of 14.3% above observable market inputs. These model adjustments were not disclosed to Ironside, were not supported by documented methodological rationale, and were not subjected to Vantor's own internal review and governance processes.
(c) Failure to Follow Contractual Valuation Procedures. Vantor failed to follow the contractually required waterfall valuation procedures set forth in Ironside's Valuation Policy (Version 3.2, effective January 1, 2020) (the "Valuation Policy"), which the Master Fund Administration Agreement expressly incorporated by reference and required Vantor to adhere to in pricing all Level 2 and Level 3 positions.
(d) Concealment of Internal Awareness. Internal emails and analyses maintained within Vantor's valuation services group documented Vantor personnel's contemporaneous awareness that the marks being reported to Ironside were materially inflated. These communications were deliberately concealed from Ironside throughout the Misvaluation Period.
Responsible Vantor Personnel. The Complaint alleges that the foregoing misconduct was directed and supervised by Nathan Orris, Senior Vice President of Valuation Services at Vantor, and Deepa Rajaram, Vice President of Client Valuation Operations at Vantor. Both Mr. Orris and Ms. Rajaram had direct oversight responsibility for the Ironside account and were the primary points of contact between Vantor's valuation team and Ironside's operations and investment personnel.
Aggregate Overvaluation. The aggregate overvaluation resulting from Vantor's misconduct during the Misvaluation Period totals approximately $287.0 million, allocated across the Funds as follows:
These figures have been confirmed by two independent expert analyses: (i) the preliminary valuation report prepared by Harmon-Bryce Valuation Advisors LLC, dated September 22, 2023, and (ii) the comprehensive damages report prepared by Kessler Forensic Accounting Group PC, dated January 10, 2025. Both reports have been referenced in and annexed to the Complaint.
discovery of the Fraud. The Complaint recounts the circumstances under which the overvaluation was first identified. In July 2023, Rajiv Subramanian, Ironside's Chief Financial Officer, identified a discrepancy of approximately $12.6 million involving seven CLO equity positions held by Fund I. Mr. Subramanian's analysis compared Vantor's reported marks for those positions against independent pricing indications obtained from Northpoint Securities LLC, a leading dealer in the CLO secondary market. The magnitude and consistency of the variance across multiple positions prompted further investigation.
Ironside promptly raised the discrepancy with Vantor, which provided a response dated August 18, 2023, that the Complaint characterizes as materially incomplete and evasive. Vantor's response failed to address the specific positions at issue, provided no supporting documentation for its marks, and did not disclose the use of stale quotes or model adjustments. Following receipt of this inadequate response, Ironside retained Harmon-Bryce Valuation Advisors LLC on September 5, 2023, to conduct an independent review of all Vantor-reported marks across the three Funds.
On October 3, 2023, based upon the preliminary findings of the Harmon-Bryce review, Ironside exercised its right to terminate the Master Fund Administration Agreement for cause pursuant to Section 12.2 thereof. Ironside then executed a transition to Meridian Investor Services LLC, which assumed fund administration responsibilities effective October 10, 2023.
Pre-Litigation Efforts. The Complaint further alleges that Ironside made extensive good-faith efforts to resolve this dispute prior to commencing litigation. On November 15, 2023, C&H transmitted a detailed demand letter to Vantor, setting forth the basis for Ironside's claims and demanding that Vantor provide full restitution. Vantor's outside counsel, Whitfield, Dane & Corcoran LLP ("WDC"), responded by letter dated December 20, 2023, denying all liability and contesting Ironside's characterization of Vantor's conduct.
Thereafter, the parties agreed to engage in mediation before Brookstone ADR Services LLC, under the supervision of the Honorable Sandra Kwan (Ret.), with the mediation assigned reference number BADR-2024-00391. The mediation process commenced in March 2024 and included two full-day sessions and multiple interim submissions. Unfortunately, the parties were unable to reach a resolution, and the mediation was formally terminated without agreement on December 6, 2024. Having exhausted the available pre-litigation avenues, Ironside authorized C&H to file the Complaint.
3. Summary of the Causes of Action
The Complaint sets forth seven causes of action against Vantor and certain of its officers, which are summarized below.
3.1 First Cause of Action: Fraud (Common Law)
The first cause of action alleges common law fraud against Vantor. Specifically, the Complaint alleges that Vantor knowingly provided false valuations of the 47 Affected Positions over the course of the eleven-quarter Misvaluation Period. Ironside relied upon those valuations for purposes of net asset value ("NAV") reporting to limited partners, investor accounting and capital account maintenance, fee calculations (both management fees charged by Ironside and administration fees charged by Vantor), and regulatory filings including Form PF and Form ADV. Vantor intended to induce Ironside's reliance on the inflated marks in order to maintain and grow its fee revenue from the Ironside engagement and to avoid the reputational and business consequences that would follow from a disclosure of the pricing failures. As a direct and proximate result of Ironside's reasonable reliance on Vantor's fraudulent valuations, Ironside and the Funds suffered substantial damages.
The Complaint pleads the fraud claim with the particularity required by CPLR § 3016(b). The Complaint identifies: (i) who committed the fraud (Nathan Orris and Deepa Rajaram, acting on behalf of Vantor); (ii) what the fraudulent conduct consisted of (the reporting of inflated marks based on stale broker quotations, undisclosed model adjustments, and the concealment of internal analyses documenting awareness of the overvaluation); (iii) when the fraud occurred (Q1 2021 through Q3 2023, with quarter-by-quarter specificity); (iv) where the fraud was carried out (through quarterly valuation reports delivered by Vantor to Ironside in connection with the administration of each of Fund I, Fund II, and Fund III); and (v) how the fraud was perpetuated (by concealing internal emails and communications documenting Vantor's awareness that the marks were inflated and did not conform to the contractually required valuation methodology).
3.2 Second Cause of Action: Fraudulent Concealment
The second cause of action alleges fraudulent concealment. Under the Master Fund Administration Agreement, and in particular Section 4.2 thereof, Vantor had an affirmative duty to disclose to Ironside all material information regarding the valuation methodologies and inputs utilized in pricing the Funds' positions. The Complaint alleges that Vantor deliberately concealed from Ironside the existence and contents of internal emails and analyses — maintained within the valuation services group under Mr. Orris's supervision — that documented Vantor's awareness that the marks being assigned to the Affected Positions were materially inflated above levels supported by observable market data. Ironside was unaware of this concealment until July 2023, when Mr. Subramanian's analysis first brought the pricing discrepancies to light.
3.3 Third Cause of Action: Negligent Misrepresentation
The third cause of action alleges negligent misrepresentation. As a professional fund administrator retained to provide independent pricing and valuation services, Vantor owed Ironside a duty of care in the preparation and delivery of position-level marks and NAV calculations. The Complaint alleges that Vantor negligently reported inflated valuations for the Affected Positions, and that Ironside justifiably relied upon Vantor's representations given Vantor's role as an independent third-party pricing source with specialized expertise in the valuation of illiquid credit instruments. The Complaint further alleges that the requisite privity and near-privity relationship existed between Ironside and Vantor by virtue of the Master Fund Administration Agreement, which specifically contemplated that Ironside and the Funds would rely upon Vantor's independent pricing determinations in reporting to investors and regulators.
3.4 Fourth Cause of Action: Breach of Contract (Material Breach of FAA §§ 3.1 and 4.2)
The fourth cause of action alleges material breach of contract. The Master Fund Administration Agreement was originally executed on June 15, 2017 (Reference: VHC-ICM-2017-0615), and was subsequently amended by: (i) the First Amendment, dated March 1, 2019, which added Fund III to the scope of services covered by the agreement; and (ii) the Second Amendment, dated June 10, 2022, which adjusted Vantor's administration fee from 4.0 basis points to 4.5 basis points on administered NAV (collectively, the "FAA").
The Complaint alleges that Vantor breached two core provisions of the FAA:
(a) Section 3.1 (Scope of Services). Section 3.1 obligated Vantor to provide, among other services, independent pricing and valuation of all portfolio positions held by the Funds, including Level 2 and Level 3 assets as classified under ASC 820. The Complaint alleges that Vantor's pricing of the Affected Positions was neither independent nor compliant with the procedures specified in the FAA and the incorporated Valuation Policy.
(b) Section 4.2 (Valuation Standard). Section 4.2 established the standard to which Vantor's valuation services were to be performed. That standard required Vantor to value the Funds' positions in accordance with United States generally accepted accounting principles ("GAAP"), the applicable fund's Valuation Policy, and the standard of care of a reasonably prudent professional fund administrator. Vantor breached each component of this tripartite standard.
The specific breaches alleged in the Complaint include: (i) Vantor's failure to apply the waterfall valuation procedures prescribed by the Valuation Policy, which required Vantor to prioritize and exhaust higher-level pricing inputs (Level 1 and Level 2) before resorting to Level 3 model-based valuations; (ii) Vantor's use of stale broker quotations, ranging from six to twelve months old, in circumstances where more current pricing data was available; and (iii) Vantor's application of undisclosed model adjustments that systematically inflated marks above levels supported by observable data.
3.5 Fifth Cause of Action: Breach of Fiduciary Duty
The fifth cause of action alleges breach of fiduciary duty. The Complaint alleges that Vantor's role as fund administrator went beyond that of a mere arm's-length contractual service provider. By virtue of the FAA and its actual course of dealing with Ironside, Vantor exercised independent valuation authority and discretionary judgment over the pricing of Level 2 and Level 3 assets in the Funds' portfolios. This discretionary role — under which Vantor was entrusted with making independent pricing determinations upon which Ironside and the Funds' limited partners would rely — created a fiduciary relationship giving rise to duties of loyalty and care.
The Complaint alleges that Vantor breached its fiduciary duty of loyalty by prioritizing its own commercial interests — including the retention of Ironside's business and the avoidance of reputational consequences — over its obligations to Ironside and the Funds. Vantor further breached its fiduciary duty of care by failing to maintain adequate internal controls over its valuation processes and by permitting the sustained use of stale data and undisclosed model adjustments.
3.6 Sixth Cause of Action: Aiding and Abetting Fraud (Against Vantor Corporate Officers)
The sixth cause of action alleges aiding and abetting fraud against certain individual officers of Vantor: Raymond Kettler, Chief Executive Officer and Chairman; Susan Hargrove, President and Chief Operating Officer; Nathan Orris, Senior Vice President of Valuation Services; and Deepa Rajaram, Vice President of Client Valuation Operations (collectively, the "Individual Defendants"). The Complaint alleges that each of the Individual Defendants had actual knowledge of the inflated valuations being reported to Ironside and substantially assisted in perpetuating the scheme — whether by directing the use of stale quotes and model adjustments (Mr. Orris and Ms. Rajaram), or by receiving reports and escalations regarding the Ironside account and failing to take corrective action despite knowledge of the improper pricing practices (Mr. Kettler and Ms. Hargrove).
3.7 Seventh Cause of Action: Unjust Enrichment
The seventh cause of action is pleaded in the alternative, to the extent that the FAA is found not to govern or encompass the subject claims. The Complaint alleges that Vantor was unjustly enriched by receiving administration fees totaling approximately $9.28 million over the life of the FAA, including a peak annual fee of approximately $1.616 million (calculated at 4.5 basis points on administered NAV of approximately $3.59 billion) during the most recent complete fiscal year of the relationship. The Complaint alleges that it would be inequitable for Vantor to retain these fees, particularly those received during the Misvaluation Period, given the fundamentally deficient nature of the services provided. Ironside seeks disgorgement of all fees paid to Vantor during the Misvaluation Period.
4. Damages Sought
The Complaint seeks the following categories of relief:
Compensatory Damages. Ironside seeks compensatory damages in the amount of $287.0 million, representing the aggregate overvaluation of the Affected Positions across the three Funds during the Misvaluation Period, as quantified by the Kessler Forensic Accounting Group damages report.
Consequential Damages. In addition to compensatory damages, Ironside seeks consequential damages in the approximate amount of $50.0 million, encompassing the following components:
(a) Investor Redemption Overpayments: $43.2 million, representing overpayments made to redeeming limited partners who received redemption proceeds calculated on the basis of inflated NAV during the Misvaluation Period. Kessler Forensic Accounting Group has identified 217 separate redemption transactions that were processed at inflated NAV levels during this period.
(b) Excess Management Fees Subject to Disgorgement by Ironside to Limited Partners: Approximately $4.3 million, representing management fees (calculated at 1.5% of NAV) that were charged to the Funds on the basis of overstated NAV and which Ironside anticipates will be required to disgorge to its limited partners.
(c) Regulatory Remediation Costs: $2.8 million, encompassing costs incurred by Ironside in connection with the engagement of outside counsel, compliance consultants, and forensic advisors related to remedial regulatory filings, including amendments to Form PF.
(d) Investor Litigation Defense Costs: $6.1 million, representing costs incurred and expected to be incurred by Ironside in defending three pending limited partner arbitrations that have been commenced against Ironside as a direct consequence of the valuation irregularities.
Punitive Damages. On the fraud-based causes of action (the first, second, and sixth causes of action), the Complaint seeks an award of punitive damages in an amount to be determined at trial, on the grounds that Vantor's conduct was willful, wanton, and demonstrated a high degree of moral turpitude.
Attorneys' Fees. The Complaint seeks recovery of attorneys' fees and costs of suit pursuant to FAA Section 9.4, which provides for the recovery of reasonable attorneys' fees and expenses incurred by the prevailing party in any action arising out of or relating to the FAA.
Ironside's Position on the Contractual Liability Cap. We draw your attention to Section 9.3 of the FAA, which purports to cap Vantor's aggregate liability at an amount equal to two times the fees paid to Vantor during the twelve-month period preceding the date of termination of the FAA. Based on Vantor's fee invoices, the twelve-month period preceding the October 3, 2023 termination yields total fees of approximately $1.49 million, resulting in a calculated cap of approximately $2.98 million.
It is Ironside's position, as set forth in the Complaint, that this liability cap is unenforceable as applied to the fraud and willful misconduct claims asserted herein. New York law is well established that contractual limitations on liability do not shield a party from liability for its own fraud or willful misconduct, and the FAA itself does not purport to limit liability in such circumstances. We anticipate that Vantor will seek to invoke this provision, and we are prepared to vigorously contest its applicability.
Vantor's D&O Insurance. We note for your awareness that Vantor maintains directors' and officers' liability insurance through Veltrano Mutual Insurance Co., with a policy limit of $50 million per occurrence. Our analysis of the potential availability of this coverage as a source of recovery is ongoing. We will update you as we develop further information regarding the policy's terms, conditions, and any applicable exclusions.
5. Key Contractual Provisions at Issue
For ease of reference, the following is a summary of the key provisions of the FAA that are directly at issue in this litigation:
The governing law provision (§ 14.2) and the exclusive forum selection clause (§ 14.3) provide the basis for Ironside's filing in the New York Supreme Court, Commercial Division, New York County. The jury waiver contained in Section 14.3 means that, absent a successful challenge by Vantor, this matter will be tried before the court sitting without a jury.
6. Anticipated Next Steps and Timeline
We outline below the principal next steps in this litigation and the anticipated timeline for each:
Service of Process. Now that the Complaint has been filed, Vantor must be served with process in accordance with the requirements of the CPLR. C&H will arrange for service upon Vantor at its principal office, located at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131, and through its registered agent for service of process in the State of Delaware, Palmetto Corporate Services Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. We expect to effectuate service within the next seven to ten business days.
Responsive Pleading. Following service, Vantor will have between twenty (20) and thirty (30) days to respond to the Complaint, either by filing an answer or by filing a pre-answer motion (such as a motion to dismiss under CPLR § 3211). We anticipate that Vantor's counsel, Whitfield, Dane & Corcoran LLP — with Gregory Dane serving as lead partner on this matter — may seek to file a pre-answer motion to dismiss. Based on our assessment of the Complaint's allegations and the applicable legal standards, we believe any such motion would face significant challenges, particularly with respect to the fraud-based claims, which have been pleaded with the requisite particularity, and the contract claims, which are grounded in specific, identified provisions of the FAA.
Preliminary Conference. Following the filing of a responsive pleading or the resolution of any pre-answer motion, we expect that the Honorable Richard Torrance will schedule a preliminary conference in due course to establish a case management schedule, including deadlines for discovery, motion practice, and trial.
discovery Preparation. C&H is proactively preparing discovery materials in anticipation of the discovery phase, including initial document requests and interrogatories directed to Vantor. We expect that discovery in this matter will be extensive, particularly with respect to Vantor's internal communications, valuation models, pricing data, and governance and quality assurance records.
Expert Coordination. We will continue to coordinate closely with Ironside's retained experts: Dr. Lena Galbraith at Harmon-Bryce Valuation Advisors LLC, who leads the valuation analysis, and Martin Kessler at Kessler Forensic Accounting Group PC, who leads the damages quantification workstream. Both experts have been made aware of the filing of the Complaint and are prepared to support the litigation as it proceeds through discovery and into trial preparation.
7. Client Action Items
We respectfully ask Ironside's management team to attend to the following matters in connection with this litigation:
Document Preservation. Ironside should continue to preserve all documents and communications — whether in hard copy, electronic, or other form — that relate to Ironside's relationship with Vantor, including but not limited to valuation reports, correspondence, internal analyses, meeting notes, and any other materials bearing on the claims and defenses in this action. This obligation is consistent with, and reinforces, the litigation hold notice that C&H issued on November 5, 2023. We ask that you ensure that all relevant custodians within Ironside continue to comply with the hold.
Document Collection. C&H will be coordinating with Ms. Lim and Derek Holt, Ironside's Head of Operations, on any additional document collection needs that arise in connection with our preparation for discovery. We may need to expand the scope of collected materials as the case progresses and as discovery requests from Vantor are received.
Investor Disclosure Obligations. We remind Ironside of its ongoing obligations with respect to investor communications. As set forth in C&H's guidance letter of November 20, 2023, Ironside is subject to disclosure obligations to its limited partners — including Ashford Endowment Partners LP (which we understand has approximately $340 million in committed capital across all three Funds) — under the applicable limited partnership agreements and, to the extent relevant, Regulation D under the Securities Act of 1933. The filing of the Complaint may necessitate additional investor communications, and we ask that any such communications be coordinated with C&H before dissemination to ensure consistency with the litigation strategy and compliance with applicable legal requirements.
Communications from Opposing Parties and Insurers. Ironside should promptly alert C&H to any communications received from Vantor, Whitfield, Dane & Corcoran LLP, Veltrano Mutual Insurance Co., or any other person or entity acting on behalf of any of the foregoing. All such communications should be forwarded to C&H without response.
Auditor Coordination. Ironside should coordinate with Claremont & Strauss LLP (Howard Stein, audit partner) regarding any audit implications of the filing of the Complaint. We are available to participate in any discussions with the auditors if that would be helpful. Additionally, Ironside should consult with its in-house legal and compliance team regarding whether the filing of the Complaint requires any amendments to Ironside's Form ADV, Part 2A, Item 11 (Disciplinary Information) (SEC File No. 801-79534) or any updates to Form PF, and should coordinate with C&H as appropriate with respect to the content and timing of any such filings.
8. Billing and Engagement Matters
This matter continues to be governed by the engagement letter dated November 1, 2023, between C&H and Ironside. For your reference, the current C&H engagement team and applicable hourly rates are as follows:
The $500,000 evergreen retainer previously funded by Ironside remains in place. Quarterly billing statements will continue to be directed to Ms. Lim and Mr. Subramanian in accordance with the terms of the engagement letter. Should any changes to the staffing of this matter become necessary, we will advise you in advance.
9. Closing
We are gratified to have reached this milestone in advancing Ironside's claims against Vantor. The Complaint reflects months of careful investigation, analysis, and preparation, and we believe it positions Ironside well for the litigation ahead.
C&H is available to discuss the Complaint and the anticipated litigation strategy at your convenience. We would welcome the opportunity to schedule a call or an in-person meeting to review the filing in greater detail, address any questions you may have, and discuss strategic considerations as we move into the next phase of the case. Please do not hesitate to contact me directly to arrange a time that works for you.
As noted above, a copy of the filed and stamped Verified Complaint is enclosed for Ironside's records.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Samuel Eklund Partner Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019 Tel: (212) 554-7064
Email: seklund@calderwoodharkness.com
Encl.: Verified Complaint, Ironside Capital Management LP v. Vantor Holdings Corp., Index No. 650312/2025, Supreme Court of the State of New York, Commercial Division, New York County (filed January 21, 2025) (court-stamped copy)
cc: Linda Osei, Esq., Calderwood & Harkness LLP Yuki Nakamura, Esq., Calderwood & Harkness LLP Marguerite Dao, Co-Founder, President & COO, Ironside Capital Management LP Rajiv Subramanian, CFO, Ironside Capital Management LP
Fund | Aggregate Overvaluation
Fund I (Ironside Credit Opportunities Fund LP) | $156.4 million
Fund II (Ironside Structured Alpha Fund LP) | $88.7 million
Fund III (Ironside Special Situations Fund LP) | $41.9 million
Total | $287.0 million
FAA Section | Subject | Summary
§ 3.1 | Scope of Services | Vantor obligated to provide independent pricing and valuation of all portfolio positions, including Level 2 and Level 3 assets
§ 4.2 | Valuation Standard | Valuations to be performed in accordance with GAAP, the applicable fund's Valuation Policy, and the standard of care of a reasonably prudent professional fund administrator
§ 9.1 | Indemnification | Vantor agreed to indemnify Ironside for all losses, damages, liabilities, costs, and expenses arising from Vantor's negligence, fraud, willful misconduct, or material breach of the FAA
§ 9.3 | Limitation of Liability | Aggregate liability capped at 2× fees paid in the twelve months preceding termination (~$2.98 million); Ironside contends this cap is unenforceable for fraud and willful misconduct
§ 9.4 | Attorneys' Fees | Prevailing party entitled to recovery of reasonable attorneys' fees and expenses
§ 12.2 | Termination for Cause | Either party may terminate the FAA for cause upon written notice specifying the grounds for termination
§ 14.2 | Governing Law | The FAA is governed by and construed in accordance with the laws of the State of New York
§ 14.3 | Dispute Resolution; Jury Waiver | Exclusive jurisdiction and venue in the Supreme Court of the State of New York, New York County; the parties have waived the right to a trial by jury
Attorney | Role | Hourly Rate
Samuel Eklund | Responsible Partner | $1,475
Linda Osei | Billing Partner | $1,350
Yuki Nakamura | Lead Associate | $875
Carlos Espinoza | Working Associate | $650

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