SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION
IRONSIDE CAPITAL MANAGEMENT LP, on behalf of itself and IRONSIDE CREDIT OPPORTUNITIES FUND LP, IRONSIDE STRUCTURED ALPHA FUND LP, and IRONSIDE SPECIAL SITUATIONS FUND LP,
Plaintiff,
—against—
VANTOR HOLDINGS CORP.,
Defendant.
Index No. 650312/2025
Assigned Justice: Hon. Richard Torrance, J.S.C.
PLAINTIFF'S PROPOSED DISCOVERY PLAN AND SCHEDULING ORDER
February 1, 2025
Prepared by Yuki Nakamura, Calderwood & Harkness LLP, 51 West 52nd Street, 40th Floor, New York, NY 10019, on behalf of Plaintiff Ironside Capital Management LP. Submitted in anticipation of the preliminary conference and in connection with the Court's case management obligations under the Commercial Division Rules. This proposed plan is contingent upon the Court's disposition of Defendant's pending Motion to Dismiss (filed February 28, 2025; oral argument scheduled April 14, 2025, before Hon. Richard Torrance, J.S.C.) and proposes that discovery commence promptly upon any order denying said motion in whole or in part.
Right-click to update Table of Contents
I. INTRODUCTION AND BACKGROUND
Plaintiff Ironside Capital Management LP ("Ironside," "ICM," or "Plaintiff"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, New York 10065, commenced this action on January 21, 2025, by filing a Verified Complaint against Defendant Vantor Holdings Corp. ("Vantor," "VHC," or "Defendant"), a Delaware corporation with principal offices at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. The action arises out of Vantor's systematic misvaluation of illiquid credit and structured-product positions held by three feeder funds managed by Ironside, resulting in aggregate overvaluation of approximately $287 million over an eleven-quarter period.
The Verified Complaint asserts seven causes of action against Vantor: (1) fraud; (2) fraudulent concealment; (3) negligent misrepresentation; (4) breach of contract; (5) breach of fiduciary duty; (6) aiding and abetting fraud; and (7) unjust enrichment. The claims arise from Vantor's role as the contracted fund administrator for three Ironside-managed feeder funds: (a) Ironside Credit Opportunities Fund LP ("Fund I"); (b) Ironside Structured Alpha Fund LP ("Fund II"); and (c) Ironside Special Situations Fund LP ("Fund III") (collectively, the "Funds").
The core allegations of the Verified Complaint are as follows. During the period from the first quarter of 2021 through the third quarter of 2023 — a span of eleven consecutive quarters — Vantor systematically inflated the reported valuations of forty-seven (47) illiquid credit and structured-product positions across the three Funds. These positions included collateralized loan obligation ("CLO") equity tranches, collateralized debt obligation ("CDO") residual interests, distressed corporate credit instruments, and bespoke structured notes. Vantor's overvaluation was accomplished through a combination of the use of stale broker quotations (in some instances six to twelve months old) without disclosure, the application of internally generated "model adjustments" that inflated marks by an average of 14.3% above observable market inputs, and the deliberate failure to apply the contractually required waterfall valuation procedures set forth in the Ironside Valuation Policy v.3.2 (effective January 1, 2020). The aggregate overvaluation across all forty-seven positions totaled approximately $287 million, with fund-by-fund overvaluation distributed as follows: Fund I — $156.4 million; Fund II — $88.7 million; and Fund III — $41.9 million. The overvaluation resulted in net asset value ("NAV") overstatements ranging from 3.8% in the first quarter of 2021 to a peak of 8.6% in the fourth quarter of 2022, with a peak single-quarter overvaluation of $52.3 million in the fourth quarter of 2022.
Plaintiff seeks compensatory damages in the amount of $287 million, consequential damages of $50 million, punitive damages in an amount to be determined at trial, and attorneys' fees and costs of this litigation.
The contractual relationship between the parties is governed by the Master Fund Administration Agreement dated June 15, 2017 (FAA Reference No. VHC-ICM-2017-0615) (the "FAA"), as amended by the First Amendment to the FAA dated March 1, 2019 (adding Fund III to the scope of administered accounts), and the Second Amendment to the FAA dated June 10, 2022 (adjusting the administration fee from 4.0 basis points to 4.5 basis points on administered NAV). The FAA established Vantor's obligations with respect to the calculation of NAV, the pricing of portfolio positions, the application of Ironside's valuation policy, the production of periodic reports, and the maintenance of accurate books and records for the Funds.
Defendant Vantor filed a Motion to Dismiss the Verified Complaint pursuant to CPLR § 3211(a)(1) (defense based upon documentary evidence) and CPLR § 3211(a)(7) (failure to state a cause of action) on February 28, 2025. Plaintiff filed its opposition to Defendant's Motion to Dismiss on March 21, 2025. Defendant filed a reply memorandum in further support of its motion on April 4, 2025. Oral argument on the Motion to Dismiss is scheduled for April 14, 2025, before the Honorable Richard Torrance, J.S.C.
This Proposed discovery Plan and Scheduling Order is submitted to facilitate prompt commencement of discovery upon resolution of the Motion to Dismiss and to comply with the Commercial Division Rules regarding early case management and the obligation of the parties to prepare for the preliminary conference. Plaintiff respectfully submits that the complexity and magnitude of the claims at issue warrant an organized, phased discovery plan that will permit the efficient development of the factual record while avoiding unnecessary expense and delay.
II. COUNSEL FOR THE PARTIES
A. Plaintiff's Counsel
Plaintiff Ironside Capital Management LP is represented by the law firm of Calderwood & Harkness LLP, with offices located at 51 West 52nd Street, 40th Floor, New York, New York 10019. The attorneys principally responsible for this matter are as follows:
Samuel Eklund — Responsible Partner Linda Osei — Billing Partner Yuki Nakamura — Lead Associate Carlos Espinoza — Working Associate
All communications and correspondence concerning discovery matters should be directed to Yuki Nakamura (primary contact) and Carlos Espinoza (secondary contact) at the address set forth above. Telephone and email contact information for Plaintiff's discovery contacts have been provided to Defendant's counsel separately.
B. Defendant's Counsel
Defendant Vantor Holdings Corp. is represented by the law firm of Whitfield, Dane & Corcoran LLP ("WDC"), with offices located at 200 South Biscayne Boulevard, Suite 3600, Miami, Florida 33131. The attorneys principally responsible for this matter on behalf of Defendant, as reflected in Defendant's filings to date, are as follows:
Gregory Dane — Lead Partner Allison Breck — Senior Associate Jordan Mayhew — Associate
Plaintiff understands that all communications and correspondence concerning this action, including discovery matters, should be directed to Mr. Dane and Ms. Breck at the address set forth above.
III. PRE-SUIT INVESTIGATION AND DISCOVERY ALREADY CONDUCTED
The proposed discovery plan is informed by the substantial pre-suit investigation conducted by Ironside and its counsel and advisors. A summary of the key investigative steps undertaken prior to the filing of the Verified Complaint is provided below to assist the Court in understanding the current state of the factual record and the anticipated scope of remaining discovery.
Initial Identification of Discrepancy (July 2023). In or about July 2023, Rajiv Subramanian, the Chief Financial Officer of Ironside Capital Management LP, identified an approximate $12.6 million discrepancy between the valuations reported by Vantor for seven CLO equity positions in the Funds' portfolios as of the second quarter of 2023 and independent price indications obtained from Northpoint Securities LLC, a broker-dealer that had provided pricing indications on the same or comparable instruments. Dana Crossley, a relationship manager at Northpoint Securities, communicated pricing information to Mr. Subramanian that was materially lower than the marks reported by Vantor for the same positions. This discrepancy prompted Ironside to undertake further investigation.
Written Inquiry to Vantor (August 4, 2023). On August 4, 2023, Ironside sent a written inquiry to Nathan Orris, Senior Vice President of Valuation Services at Vantor, requesting supporting documentation for twenty-three (23) positions across the three Funds for which Ironside had identified potential pricing anomalies. The inquiry specifically requested pricing packages, broker quotation source materials, internal valuation model documentation, and any internal memoranda or analyses supporting the reported marks.
Vantor's Materially Incomplete Response (August 18, 2023). On August 18, 2023, Vantor responded to Ironside's written inquiry. The response was materially incomplete. Vantor provided pricing packages for only nine (9) of the twenty-three (23) requested positions, and the packages that were produced failed to include internal model documentation, the identities of the broker-dealers from whom quotations had been solicited, or any explanation of the methodology used to derive final reported marks. This response heightened Ironside's concern and prompted the retention of an independent valuation advisor.
Retention of Independent Valuation Advisor (September 5, 2023). On September 5, 2023, Ironside retained Harmon-Bryce Valuation Advisors LLC ("Harmon-Bryce") to conduct an independent re-pricing analysis of the positions in question. The engagement was led by Dr. Lena Galbraith, CFA, ASA, a principal at Harmon-Bryce with extensive experience in the valuation of illiquid credit instruments and structured products.
Harmon-Bryce Preliminary Report (September 22, 2023). On September 22, 2023, Harmon-Bryce delivered its preliminary report (Reference No. HBVA-2023-0922-IRON), which identified an aggregate overvaluation of approximately $287 million across forty-seven (47) illiquid credit and structured-product positions in the three Funds. The report found that Vantor's reported marks were systematically inflated relative to observable market inputs, independent broker pricing indications, and model-derived fair values calculated in accordance with generally accepted accounting principles and the Ironside Valuation Policy.
Pre-Suit Subpoena to DataVault Solutions Inc. Prior to the commencement of this action, Plaintiff obtained a pre-suit subpoena pursuant to CPLR § 3102(c) directed to DataVault Solutions Inc., located at 14 Commerce Drive, Cranford, New Jersey 07016, which serves as a third-party email archival and data hosting provider for Vantor. The subpoena sought production of archived Vantor email communications referencing the Ironside Funds, the forty-seven affected positions, and certain Vantor personnel involved in the valuation process. The production obtained through this subpoena yielded internal Vantor communications evidencing knowledge by certain Vantor personnel of the inflated marks and the use of stale pricing data. These communications form a significant part of the evidentiary foundation for the fraud and fraudulent concealment claims set forth in the Verified Complaint.
Damages Quantification (January 10, 2025). On January 10, 2025, the Kessler Forensic Accounting Group PC ("Kessler"), led by Martin Kessler, CPA/CFF, finalized its damages report (Reference No. KF-2025-0110-ICM) quantifying the total claimed damages arising from Vantor's misconduct. The Kessler report identifies total damages of approximately $382 million, comprising direct overvaluation losses of $287 million, investor redemption overpayments of $43.2 million (across 217 redemptions processed at inflated NAV), excess management fees of $4.3 million, regulatory remediation costs of $2.8 million, investor litigation defense costs of $6.1 million (arising from three pending limited partner arbitrations against Ironside), and reputational harm quantified at $38.6 million.
Pre-Suit Mediation. Prior to the commencement of this action, the parties participated in a mediation administered by Brookstone ADR Services LLC (Reference No. BADR-2024-00391), conducted before the Honorable Sandra Kwan (Ret.). The mediation process commenced in March 2024 and concluded on December 6, 2024, without resolution. The failure of pre-suit mediation efforts confirms the existence of genuine disputes regarding liability and damages that can be resolved only through the litigation process, including full discovery.
IV. ANTICIPATED SCOPE AND COMPLEXITY OF DISCOVERY
A. Nature of Claims and Key Issues
This is a complex commercial dispute involving allegations of financial fraud, valuation misconduct, and breach of a fund administration agreement governing over $3.58 billion in administered NAV at its peak. The claims implicate sophisticated financial instruments, proprietary valuation methodologies, and the internal practices and communications of a large fund administration firm. Accordingly, the discovery in this action will be substantial in scope and will require careful organization and phasing to proceed efficiently.
Plaintiff identifies the following key factual issues that will require development through discovery:
1. Vantor's Valuation Methodologies, Pricing Models, and Internal Procedures. discovery will be necessary to establish the specific methodologies, pricing models, and internal operating procedures employed by Vantor for the valuation of Level 2 and Level 3 assets (as defined under Accounting Standards Codification Topic 820, Fair Value Measurement) during the eleven-quarter misvaluation period from the first quarter of 2021 through the third quarter of 2023. This inquiry encompasses the inputs used in Vantor's valuation models, the sources of pricing data, the procedures for obtaining and validating broker quotations, and the internal review and approval processes applicable to the reporting of final marks.
2. Use of Stale Broker Quotations. discovery is required regarding Vantor's practice of relying on broker quotations that were between six and twelve months old at the time they were used to support reported marks, without disclosure to Ironside of the age or provenance of such quotations. The identity of the broker-dealers from whom quotations were obtained, the dates on which such quotations were received, and the frequency with which Vantor refreshed its pricing data are all subjects of necessary inquiry.
3. Internally Generated Model Adjustments. discovery will address Vantor's practice of applying internally generated "model adjustments" that had the effect of inflating reported marks by an average of 14.3% above observable market inputs. The basis for such adjustments, the personnel who authorized them, the documentation supporting them, and the degree to which such adjustments were disclosed to Ironside are critical factual issues.
4. Failure to Apply Contractually Required Valuation Procedures. Under the FAA, Vantor was obligated to apply the waterfall valuation procedures specified in the Ironside Valuation Policy v.3.2, effective January 1, 2020. Discovery is necessary to establish the extent to which Vantor departed from these procedures, the reasons for such departures, and whether Vantor disclosed any such departures to Ironside or its auditors.
5. Vantor's Knowledge and Concealment of Overvaluation. Critical to Plaintiff's fraud and fraudulent concealment claims is the question of what Vantor personnel knew, and when they knew it, regarding the overvaluation of Ironside positions. Discovery will target the internal communications of Nathan Orris (SVP, Valuation Services), Deepa Rajaram (VP, Client Valuation Operations), Raymond Kettler (CEO & Chairman), Susan Hargrove (President & COO), and Timothy Falk (CFO), among others. The pre-suit production from DataVault Solutions Inc. has already yielded significant evidence on this point, but further discovery is needed to establish the full scope of Vantor's knowledge.
6. Impact on NAV Reporting. discovery is required to establish the precise magnitude of the NAV overstatements across all three Funds for each of the eleven affected quarters, including the peak single-quarter overvaluation of $52.3 million in the fourth quarter of 2022, and the range of NAV overstatement from 3.8% in the first quarter of 2021 to 8.6% in the fourth quarter of 2022.
7. Fund-by-Fund Overvaluation. discovery will address the allocation of the aggregate $287 million overvaluation among the three Funds: Fund I ($156.4 million), Fund II ($88.7 million), and Fund III ($41.9 million). This inquiry is relevant to both liability and damages.
8. Investor Redemption Overpayments. discovery is necessary to quantify and document the $43.2 million in overpayments made to investors who redeemed their interests in the Funds at inflated NAV values during the misvaluation period. Records indicate that 217 individual redemption transactions were processed at inflated NAV values, resulting in excess payments to redeeming investors that were borne by the remaining investors in the Funds.
9. Vantor's Quality Control, Supervisory, and Escalation Procedures. discovery will probe the internal controls, supervisory structures, and escalation procedures that Vantor maintained (or failed to maintain) during the relevant period, including any procedures for the identification and remediation of valuation discrepancies, and any failures to follow such procedures.
10. Communications with Vantor's Auditor. discovery will target Vantor's communications with its own auditor, Fenton Graff & Associates LLP, located in Miami, Florida, regarding the valuations reported for the Ironside account. These communications are relevant to whether Vantor made misrepresentations to its auditors or whether the auditors raised concerns regarding the valuations that were not communicated to Ironside.
11. Enforceability of Contractual Liability Cap. Section 9.3 of the FAA contains a limitation of liability provision capping Vantor's liability at $2.98 million, calculated as two times the trailing twelve-month administration fees of $1.49 million. Plaintiff contends that this liability cap is unenforceable under the circumstances because the FAA contains an exception for fraud, willful misconduct, and gross negligence. Discovery is necessary to develop the factual predicate establishing that Vantor's conduct constitutes fraud or willful misconduct, thereby triggering the exception to the contractual liability limitation.
12. Vantor's D&O Insurance Coverage. discovery is required regarding Vantor's directors and officers liability insurance coverage under a policy issued by Veltrano Mutual Insurance Company with per-occurrence limits of $50 million. This coverage is relevant to the collectability of any judgment obtained by Plaintiff and to potential issues of indemnification.
B. Volume of Documents and Data
The anticipated volume of documents and electronically stored information ("ESI") in this matter is substantial. Vantor's internal valuation records, broker-quote databases, pricing model files, internal communications (including email), instant messaging records, shared drive files, and committee and board meeting materials generated over the eleven-quarter misvaluation period are expected to yield millions of individual documents and data files. Vantor's email archives alone, as maintained by DataVault Solutions Inc., are believed to encompass several terabytes of data.
Ironside's own records, including portfolio records, NAV statements, investor correspondence, subscription and redemption records, internal analyses, and communications with Vantor, are substantial in volume but are largely organized and accessible. Ironside has been maintaining and preserving these records since the identification of the initial discrepancy in July 2023.
Third-party records will also constitute a significant component of the discovery in this action. Relevant third-party records are held by, among others: (a) Northpoint Securities LLC (broker pricing data and communications with Vantor); (b) DataVault Solutions Inc. (archived Vantor email communications beyond the scope of the pre-suit subpoena production); (c) Claremont & Strauss LLP (Howard Stein, audit partner) (audit workpapers and communications with Vantor relating to the Ironside Funds); (d) Fenton Graff & Associates LLP (audit workpapers and communications with Vantor regarding Ironside account valuations); and (e) Meridian Investor Services LLC (transition records and re-valuation data generated upon its assumption of fund administration responsibilities from Vantor).
Given the anticipated volume of ESI, Plaintiff submits that the parties should confer at an early stage on an ESI protocol, including the identification of custodians, the establishment of agreed-upon date ranges, the development of search terms and technology-assisted review parameters, and the format of production. These issues are addressed in greater detail in Section VI of this Proposed discovery Plan.
C. Number of Witnesses
Plaintiff anticipates that the total number of fact witnesses in this action will be approximately fifteen to twenty-five (15–25) individuals, encompassing current and former personnel of both Ironside and Vantor, as well as third-party witnesses. The anticipated fact witnesses include, but are not limited to, the following:
Ironside Personnel:
• Elliot Brennan, Managing Partner and Chief Investment Officer
• Marguerite Dao, President and Chief Operating Officer
• Rajiv Subramanian, Chief Financial Officer
• Katherine Lim, General Counsel and Chief Compliance Officer
• Derek Holt, Head of Operations
• Priya Venkatesh, Portfolio Manager, Fund I
• Marcus Threadgill, Portfolio Manager, Fund II
Vantor Personnel:
• Raymond Kettler, Chief Executive Officer and Chairman
• Susan Hargrove, President and Chief Operating Officer
• Nathan Orris, Senior Vice President, Valuation Services
• Deepa Rajaram, Vice President, Client Valuation Operations
• Timothy Falk, Chief Financial Officer
• Additional analysts and employees to be identified through document discovery (estimated up to 3 additional witnesses)
Third-Party Witnesses:
• Dana Crossley, Relationship Manager, Northpoint Securities LLC
• Howard Stein, Audit Partner, Claremont & Strauss LLP
• Anne-Claire Dupont, Chief Executive Officer, Meridian Investor Services LLC
• Philip Ashford III, Ashford Endowment Partners LP (limited partner in the Funds)
• Custodian of records, DataVault Solutions Inc.
Expert Witnesses:
Plaintiff anticipates designating two expert witnesses: (a) Dr. Lena Galbraith, CFA, ASA, of Harmon-Bryce Valuation Advisors LLC, who will offer opinions regarding independent valuation analysis, methodology, and Vantor's departures from industry standards and applicable accounting principles; and (b) Martin Kessler, CPA/CFF, of Kessler Forensic Accounting Group PC, who will offer opinions regarding the quantification of damages. Defendant's expert witnesses have not yet been identified; Plaintiff anticipates that Defendant will designate at least one valuation expert and one damages expert.
V. PROPOSED DISCOVERY SCHEDULE
Plaintiff proposes the following phased discovery schedule. All dates are measured from the date of entry of an order denying Defendant's Motion to Dismiss in whole or in part (the "MTD Order"), which Plaintiff assumes, for purposes of this proposed plan, will issue in or about May 2025. To the extent the Court denies the Motion to Dismiss on a date other than the assumed date, the parties can adjust the schedule accordingly by reference to the triggering event (i.e., the MTD Order) rather than fixed calendar dates.
A. Phase 1: Initial Disclosures and ESI Conference
Within twenty (20) days of the MTD Order (estimated May 2025): The parties shall exchange initial disclosures in accordance with Commercial Division Rule 13. Initial disclosures shall include: (a) identification of all persons reasonably likely to have discoverable information that the disclosing party may use to support its claims or defenses, together with a brief description of the subjects of such information; (b) a copy of, or description by category and location of, all documents, ESI, and tangible things in the possession, custody, or control of the party that the disclosing party may use to support its claims or defenses; (c) a computation of each category of damages claimed by the disclosing party, together with the documents or other evidentiary material on which such computation is based; and (d) any insurance agreement under which an insurance company may be liable to satisfy all or part of a possible judgment in the action. With respect to item (d), Plaintiff specifically requests disclosure of the terms and conditions of Vantor's directors and officers liability insurance policy issued by Veltrano Mutual Insurance Company, including the per-occurrence and aggregate limits, applicable deductibles or self-insured retentions, and any notice or reservation of rights correspondence.
Within thirty (30) days of the MTD Order: The parties shall meet and confer on a comprehensive ESI protocol for the production of electronically stored information in this action. The conference shall address the following topics, at a minimum:
(a) Agreed-Upon Custodians. Plaintiff proposes the following initial custodians for purposes of ESI collection and review: For Vantor — Nathan Orris, Deepa Rajaram, Raymond Kettler, Susan Hargrove, and Timothy Falk. For Ironside — Rajiv Subramanian, Katherine Lim, Derek Holt, Elliot Brennan, Marguerite Dao, Priya Venkatesh, and Marcus Threadgill. Additional custodians may be identified through the initial disclosures and subsequent discovery.
(b) Date Range. Plaintiff proposes a collection date range of January 1, 2020, through October 31, 2023. This range is designed to capture a baseline period prior to the commencement of the misvaluation (the first quarter of 2021), the entire eleven-quarter misvaluation period, and the period immediately following Ironside's identification of the discrepancy and termination of the Vantor relationship.
(c) Search Terms and Technology-Assisted Review Parameters. The parties shall confer on the development of mutually acceptable search terms and, if appropriate, the use of technology-assisted review ("TAR") or predictive coding protocols for the review and identification of responsive documents.
(d) Format of Production. The parties shall confer on the format in which documents and ESI will be produced, including whether particular categories of documents will be produced in native format or in image format, and the metadata fields to be included with each production.
(e) Clawback and Privilege Protocol. The parties shall negotiate and agree upon a clawback provision for the inadvertent production of privileged materials, consistent with CPLR § 3103 and the principles embodied in Federal Rule of Evidence 502(d) as applied in state court proceedings.
B. Phase 2: Document discovery
Service of Document Demands. Within forty-five (45) days of the MTD Order, the parties shall serve their initial requests for the production of documents and things.
Plaintiff's First Set of Document Requests to Vantor, comprising fifty-two (52) individually numbered requests, has been drafted (prepared by Carlos Espinoza on February 15, 2025) and is ready for service upon resolution of the Motion to Dismiss. The requests target the following categories of documents and information, among others:
(i) Internal valuation models, pricing algorithms, and calculation spreadsheets used by Vantor in connection with the valuation of any of the forty-seven affected positions during the period from the first quarter of 2021 through the third quarter of 2023;
(ii) Pricing methodologies, standard operating procedures, and written policies applicable to the valuation of Level 2 and Level 3 assets;
(iii) Broker quotation source materials, including all communications with broker-dealers from whom pricing indications were solicited, together with records reflecting the dates on which such quotations were received;
(iv) Internal communications (including email, instant messages, and memoranda) referencing or relating to any of the Ironside positions, the Ironside account, or the Ironside Funds;
(v) Quality control and supervisory review records, including any sign-off sheets, review checklists, or approval documentation relating to the Ironside account;
(vi) Escalation reports and records of any internal reviews, investigations, or inquiries relating to valuation discrepancies, anomalies, or concerns with respect to the Ironside account;
(vii) Communications with Fenton Graff & Associates LLP relating to the Ironside account valuations, including any audit inquiry letters, responses, and workpaper requests;
(viii) Minutes of board of directors meetings, management committee meetings, risk committee meetings, and any other corporate governance body meetings at which the Ironside account or valuation practices were discussed;
(ix) Documents relating to Vantor's D&O insurance coverage under the Veltrano Mutual Insurance Company policy, including the policy itself, all endorsements and amendments, and all notice and claim correspondence;
(x) Documents relating to any internal investigation conducted by Vantor into the valuation of the Ironside positions.
Plaintiff anticipates that Defendant will serve reciprocal document requests on Ironside, and Plaintiff is prepared to respond to such requests in a timely manner.
Responses and Production. Document production shall commence on a rolling basis within sixty (60) days of service of document requests, with substantial completion of all document production to be achieved within one hundred twenty (120) days of service.
Third-Party Subpoenas. Plaintiff intends to issue subpoenas duces tecum to the following third parties, with service to be completed within sixty (60) days of the MTD Order:
(a) DataVault Solutions Inc. (14 Commerce Drive, Cranford, NJ 07016) — for production of additional archived Vantor email communications beyond the scope of the materials obtained through the pre-suit CPLR § 3102(c) subpoena, including communications from additional custodians and for an expanded date range;
(b) Northpoint Securities LLC — for production of broker pricing data, pricing indication correspondence, and all communications between Northpoint and Vantor relating to pricing of positions held by the Ironside Funds;
(c) Fenton Graff & Associates LLP — for production of audit workpapers, audit inquiry letters, management representation letters, and all communications with Vantor regarding the Ironside account valuations;
(d) Claremont & Strauss LLP (Howard Stein, audit partner) — for production of audit workpapers for the Ironside Funds and all communications with Vantor relating to the valuation of the Funds' positions;
(e) Meridian Investor Services LLC — for production of transition records, re-valuation data, and any analyses conducted by Meridian upon its assumption of fund administration responsibilities from Vantor.
Target Completion of Document discovery: August 31, 2025.
C. Phase 3: Interrogatories and Written discovery
Service of Interrogatories. Plaintiff proposes that interrogatories be served contemporaneously with document requests, within forty-five (45) days of the MTD Order.
Plaintiff's First Set of Interrogatories to Vantor, comprising twenty-five (25) individually numbered interrogatories, has been drafted (prepared by Carlos Espinoza on February 15, 2025) and is ready for service. The interrogatories seek the following categories of information, among others:
(a) Identification of all Vantor personnel who participated in, supervised, reviewed, or approved valuations for the Ironside account during the period from the first quarter of 2021 through the third quarter of 2023, including each individual's title, role, reporting structure, and period of involvement;
(b) Identification of all third-party pricing sources, vendors, and broker-dealers utilized by Vantor in connection with the valuation of any of the forty-seven affected positions;
(c) A description of Vantor's internal escalation procedures for the identification, reporting, and remediation of valuation discrepancies, including identification of any instances in which such procedures were invoked in connection with the Ironside account;
(d) A description of all communications between Vantor and Fenton Graff & Associates LLP regarding the Ironside account during the relevant period;
(e) A description of any internal investigation, inquiry, review, or audit conducted by Vantor into the valuation of the Ironside positions, including identification of the individuals who participated in such investigation, the scope and duration of the investigation, and the conclusions reached.
Responses Due. Responses to interrogatories shall be served within thirty (30) days of service, in accordance with CPLR § 3133.
Requests to Admit. Plaintiff proposes that requests for admissions be served following the substantial completion of document production. Plaintiff's Requests to Admit will target authentication of key documents, including but not limited to: the FAA and its amendments; internal Vantor communications produced in discovery; pricing reports and valuation summaries; and broker quotation records.
D. Phase 4: Fact Depositions
Commencement. Fact depositions shall commence following the substantial completion of document production, which is estimated to occur in or about July 2025. Plaintiff anticipates that certain depositions may proceed on a rolling basis as documents become available, with priority depositions scheduled first.
Proposed Deposition Schedule. The following is Plaintiff's proposed schedule of fact depositions:
Vantor Witnesses (Plaintiff's Depositions):
1. Nathan Orris (Senior Vice President, Valuation Services) — Priority witness. Mr. Orris supervised the valuation of the Ironside positions during the entire misvaluation period and was the primary point of contact for Ironside's valuation inquiries. His deposition is expected to address Vantor's valuation methodologies, the use of stale broker quotations, the application of model adjustments, the failure to follow the Ironside Valuation Policy, and his knowledge of the overvaluation.
2. Deepa Rajaram (Vice President, Client Valuation Operations) — Ms. Rajaram served as the day-to-day supervisor for the Ironside portfolios and was responsible for the operational execution of valuation procedures for the Ironside account. Her deposition will address the specific processes employed in pricing individual positions, the selection and sourcing of broker quotations, and the internal review and approval workflow.
3. Raymond Kettler (Chief Executive Officer and Chairman) — Mr. Kettler's deposition will address corporate knowledge, executive oversight of the valuation function, any communications regarding the Ironside account at the board or management committee level, and the overall business relationship between Vantor and Ironside.
4. Susan Hargrove (President and Chief Operating Officer) — Ms. Hargrove's deposition will address operational management of Vantor's fund administration business, knowledge of internal communications regarding the Ironside account, and supervisory oversight of the valuation team.
5. Timothy Falk (Chief Financial Officer) — Mr. Falk's deposition will address Vantor's financial records, fee calculations under the FAA, the financial impact of the administration fee adjustment, and any awareness within Vantor's finance function of the overvaluation.
6. Up to three (3) additional Vantor analysts or employees to be identified through document discovery and initial disclosures. These witnesses are expected to include individuals who were directly involved in the day-to-day pricing and marking of the forty-seven affected positions.
Ironside Witnesses (Anticipated Defendant's Depositions):
1. Rajiv Subramanian (Chief Financial Officer) — Mr. Subramanian discovered the initial $12.6 million discrepancy and led the internal investigation that ultimately resulted in the identification of the full scope of the overvaluation.
2. Elliot Brennan (Managing Partner and Chief Investment Officer) — Mr. Brennan is expected to testify regarding investment decisions, reliance on Vantor's reported marks, and the impact of the overvaluation on fund management.
3. Katherine Lim (General Counsel and Chief Compliance Officer) — Ms. Lim is expected to testify regarding the contractual relationship with Vantor, the negotiation and execution of the FAA and its amendments, regulatory filings, and compliance matters.
4. Derek Holt (Head of Operations) — Mr. Holt is expected to testify regarding the operational interaction between Ironside and Vantor, including the transmission and receipt of valuation data, the reconciliation process, and the transition to Meridian Investor Services.
5. Priya Venkatesh (Portfolio Manager, Fund I) — Ms. Venkatesh is expected to testify regarding her reliance on Vantor's reported valuations for Fund I positions in making investment and risk management decisions.
6. Marcus Threadgill (Portfolio Manager, Fund II) — Mr. Threadgill is expected to testify regarding his reliance on Vantor's reported valuations for Fund II positions.
7. Marguerite Dao (President and Chief Operating Officer) — Ms. Dao is expected to testify regarding firm management, investor relations, and the impact of the overvaluation on Ironside's relationships with its limited partners.
Third-Party Depositions:
1. Dana Crossley (Northpoint Securities LLC) — Ms. Crossley is expected to testify regarding the pricing indications provided by Northpoint, communications with Vantor regarding pricing of the affected positions, and industry standards for broker quotation practices.
2. Howard Stein (Claremont & Strauss LLP) — Mr. Stein is expected to testify regarding the audit of the Ironside Funds, the audit team's reliance on Vantor-reported marks, communications between the audit team and Vantor, and audit procedures for the valuation of illiquid positions.
3. Anne-Claire Dupont (Meridian Investor Services LLC) — Ms. Dupont is expected to testify regarding the transition of fund administration services from Vantor to Meridian, the re-valuation of the Funds' portfolios conducted upon transition, and any discrepancies identified during the transition process.
4. Custodian of Records, DataVault Solutions Inc. — A representative of DataVault is expected to testify regarding the archival, storage, and integrity of Vantor's email records maintained by DataVault, as well as the completeness and authenticity of the productions made in response to subpoena.
5. Philip Ashford III (Ashford Endowment Partners LP) — Mr. Ashford is a limited partner in the Ironside Funds and is expected to testify regarding his perspective as an investor, his reliance on the reported NAV, redemption decisions, and the damages sustained as a result of the overvaluation.
Deposition Logistics. All depositions shall be subject to the seven-hour time limitation per deponent established by CPLR § 3113. Depositions of New York–based witnesses shall take place in New York, New York. Depositions of Vantor witnesses shall take place in Miami, Florida, unless the parties agree to an alternative location. All depositions of key witnesses shall be recorded by videographer in addition to stenographic transcription. The parties reserve the right to designate deposition testimony for use at trial.
Completion of All Fact Depositions: September 30, 2025.
E. Phase 5: Expert discovery
Expert Disclosure Deadline (Plaintiff): October 31, 2025.
Plaintiff anticipates designating the following expert witnesses:
(a) Dr. Lena Galbraith, CFA, ASA (Harmon-Bryce Valuation Advisors LLC) — Dr. Galbraith will provide an independent valuation analysis of the forty-seven affected positions, including a position-by-position re-pricing using observable market data, comparable transaction analysis, and discounted cash flow modeling. Dr. Galbraith will also opine on Vantor's departures from generally accepted accounting principles (specifically ASC Topic 820), the Ironside Valuation Policy v.3.2, and prevailing industry standards for the valuation of illiquid credit instruments and structured products. Dr. Galbraith has been engaged on this matter since September 2023 and delivered her preliminary report (Reference No. HBVA-2023-0922-IRON) identifying the $287 million aggregate overvaluation. Her expert report for trial will build upon and refine the preliminary analysis in light of the additional discovery obtained in this action.
(b) Martin Kessler, CPA/CFF (Kessler Forensic Accounting Group PC) — Mr. Kessler will provide a comprehensive damages quantification, including the following categories of loss: (i) direct overvaluation losses of $287 million; (ii) investor redemption overpayments of $43.2 million across 217 redemptions; (iii) excess management fees of $4.3 million; (iv) regulatory remediation costs of $2.8 million; (v) investor litigation defense costs of $6.1 million arising from three pending limited partner arbitrations; (vi) reputational harm quantified at $38.6 million; totaling approximately $382 million.
Expert Disclosure Deadline (Defendant): December 15, 2025.
Defendant's expert witnesses have not yet been identified. Plaintiff anticipates that Defendant will designate at least one valuation expert to offer opinions regarding the propriety of Vantor's valuation methodologies and at least one damages expert to offer opinions regarding the quantum of damages. Plaintiff reserves all rights to challenge the qualifications, methodology, and opinions of Defendant's experts.
Expert Rebuttal Reports: January 15, 2026.
Both parties shall have the opportunity to serve rebuttal expert reports within thirty (30) days of receipt of the opposing party's expert disclosures.
Expert Depositions: January 16–31, 2026.
All expert depositions shall be completed by January 31, 2026. Plaintiff's experts — Dr. Galbraith and Mr. Kessler — will be made available for deposition by Defendant within this period. Plaintiff will depose Defendant's experts within the same timeframe.
Completion of All Expert discovery: January 31, 2026.
F. Phase 6: Dispositive Motions
• Motions for Summary Judgment Due: April 1, 2026
• Opposition Papers Due: May 15, 2026
• Reply Papers Due: June 15, 2026
• Anticipated Oral Argument: July 2026
• Anticipated Ruling: August–September 2026
Plaintiff anticipates that both parties may move for summary judgment on some or all of the claims and defenses in this action. The sixty-day period between the close of expert discovery (January 31, 2026) and the summary judgment filing deadline (April 1, 2026) is intended to allow the parties sufficient time to analyze the completed discovery record and prepare dispositive motions.
G. Phase 7: Pre-Trial and Trial
Pre-Trial Conference: August 2026, or upon resolution of all dispositive motions, whichever is later.
Pre-Trial Submissions: September 1, 2026. Pre-trial submissions shall include motions in limine, proposed exhibit lists, proposed witness lists, proposed deposition designations and counter-designations, and proposed findings of fact and conclusions of law. Plaintiff notes that Section 14.3 of the FAA contains a mutual waiver of the right to trial by jury. Accordingly, Plaintiff anticipates that this matter will be tried to the bench before the assigned Justice.
Trial: September 2026. Plaintiff estimates that trial will require approximately ten to fifteen (10–15) trial days, given the complexity of the claims, the number of witnesses, and the volume of documentary evidence.
VI. PROPOSED ESI PROTOCOL
Given the substantial volume of electronically stored information anticipated in this matter, Plaintiff proposes the following framework for an ESI protocol to be negotiated with Defendant's counsel and, if necessary, submitted to the Court for approval.
A. Custodians
Plaintiff proposes the following initial ESI custodians:
Vantor Custodians:
• Nathan Orris (SVP, Valuation Services)
• Deepa Rajaram (VP, Client Valuation Operations)
• Raymond Kettler (CEO & Chairman)
• Susan Hargrove (President & COO)
• Timothy Falk (CFO)
• Up to three (3) additional custodians to be identified through initial disclosures and the ESI conference
Ironside Custodians:
• Rajiv Subramanian (CFO)
• Katherine Lim (General Counsel & CCO)
• Derek Holt (Head of Operations)
• Elliot Brennan (Managing Partner & CIO)
• Priya Venkatesh (PM, Fund I)
• Marcus Threadgill (PM, Fund II)
The parties shall have the right to propose additional custodians as discovery proceeds and additional relevant personnel are identified.
B. Date Range
The proposed date range for ESI collection is January 1, 2020, through October 31, 2023. This range is intended to capture: (a) a baseline period of approximately twelve months prior to the commencement of the misvaluation in the first quarter of 2021, which will permit analysis of Vantor's practices before and during the misvaluation period; (b) the entire eleven-quarter misvaluation period (Q1 2021 through Q3 2023); and (c) the period following Ironside's identification of the discrepancy in July 2023 through October 31, 2023, encompassing internal communications and investigation activity at both Vantor and Ironside.
C. Data Sources
The following data sources should be included within the scope of ESI collection:
• Email communications, including archived email held by DataVault Solutions Inc. on behalf of Vantor