1023-00002 · Ironside Capital Management LP · Discovery

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ATTORNEY WORK PRODUCT / PRIVILEGED AND CONFIDENTIAL

DRAFT — February 15, 2025

Prepared By: Carlos Espinoza, Associate Reviewed By: Yuki Nakamura, Lead Associate

Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, NY 10019

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK COMMERCIAL DIVISION

PLAINTIFF'S FIRST SET OF DOCUMENT REQUESTS TO DEFENDANT VANTOR HOLDINGS CORP.

Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, NY 10019 Attorneys for Plaintiff Ironside Capital Management LP

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PRELIMINARY STATEMENT

Plaintiff Ironside Capital Management LP ("Ironside" or "ICM"), by and through its attorneys, Calderwood & Harkness LLP, hereby serves this First Set of Document Requests upon Defendant Vantor Holdings Corp. ("Vantor" or "VHC") pursuant to Sections 3120 and 3122 of the New York Civil Practice Law and Rules ("CPLR"). These Document Requests are propounded for the purpose of obtaining documents and electronically stored information relevant to the claims and defenses at issue in this action and reasonably calculated to lead to the discovery of admissible evidence.

This action arises out of Vantor's systematic misvaluation of illiquid credit and structured-product positions across three Ironside feeder funds — Ironside Credit Opportunities Fund LP ("Fund I"), Ironside Structured Alpha Fund LP ("Fund II"), and Ironside Special Situations Fund LP ("Fund III") — during the period from the first quarter of 2021 through the third quarter of 2023 (the "Relevant Period"). As detailed in the Verified Complaint filed on January 21, 2025, Vantor's misvaluation of forty-seven (47) illiquid credit and structured-product positions, including CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations, resulted in the persistent and material overstatement of Net Asset Value across the three Funds, causing aggregate losses to Ironside and its investors of approximately two hundred eighty-seven million dollars ($287,000,000).

The Verified Complaint asserts seven causes of action against Vantor: (1) fraud; (2) fraudulent concealment; (3) negligent misrepresentation; (4) breach of contract, specifically material breach of Sections 3.1 and 4.2 of the Master Fund Administration Agreement dated June 15, 2017; (5) breach of fiduciary duty; (6) aiding and abetting fraud; and (7) unjust enrichment. The Document Requests set forth below are directed to each of these claims, as well as to defenses that Vantor may assert, and seek documents and information that are central to the factual record in this matter.

This First Set contains a total of fifty-two (52) document requests, organized into nine categories covering contractual and governing documents, valuation models and pricing methodologies, NAV calculations and reports, internal Vantor communications, communications between Vantor and Ironside, quality control and compliance, financial and business records, third-party relationships and comparable clients, and litigation-related materials.

Plaintiff notes that Vantor's pending Motion to Dismiss, filed on February 28, 2025, with oral argument scheduled for April 14, 2025 before the Honorable Richard Torrance, J.S.C., does not operate as an automatic stay of Vantor's discovery obligations under the CPLR. These Document Requests are being prepared and served in anticipation of the Court's ruling on the Motion to Dismiss and the subsequent entry of a discovery schedule at or following a Preliminary Conference. Ironside reserves the right to serve supplemental document requests as discovery proceeds and as additional information becomes available.

INSTRUCTIONS

The following Instructions apply to each Document Request set forth herein and shall be followed in preparing and serving Vantor's response:

Instruction No. 1 — Time Period. Unless otherwise specified in a particular Request, each Request covers the period from January 1, 2017, through and including the date of Vantor's response to these Requests. Notwithstanding this general time frame, Vantor shall devote particular attention to identifying and producing documents from the Relevant Period, which spans eleven (11) quarters from Q1 2021 (i.e., valuations as of March 31, 2021) through Q3 2023 (i.e., valuations as of September 30, 2023). The broader time frame of January 1, 2017, through the date of response is warranted because the contractual relationship between Ironside and Vantor was established by the Master Fund Administration Agreement executed on June 15, 2017, and documents predating the Relevant Period may bear on the parties' course of dealing, the development and implementation of valuation procedures, and Vantor's knowledge and intent.

Instruction No. 2 — Scope of Search. Vantor shall conduct a thorough and diligent search of all locations where responsive documents may reasonably be found. Without limitation, such locations include: paper files maintained at any Vantor office or facility; electronic files stored on desktop computers, laptop computers, servers, and network drives; email systems, including primary email accounts, archived email, and email repositories maintained by or through third-party service providers, specifically including archives held by DataVault Solutions Inc., 14 Commerce Drive, Cranford, New Jersey 07016; shared drives, team drives, and collaboration platforms (including, without limitation, Sundial Systems, Northgate Data Systems, Meridian Solutions, and any similar platforms used by Vantor); databases, including any proprietary or third-party valuation, portfolio management, or fund administration databases; cloud storage services, including but not limited to services provided by Ridgeway Industries, Crestline Systems, Aldermere Technologies, or Larkspur Technologies; backup media, including backup tapes, disk images, and disaster recovery archives; personal devices, including personal computers, mobile phones, tablets, and personal email accounts, to the extent that such devices contain documents relating to Vantor's business or the subject matter of this action; and files in the possession, custody, or control of Vantor's officers, directors, employees, agents, consultants, and outside professionals (including, but not limited to, accountants, auditors, and technology consultants). If any responsive documents have been destroyed, deleted, or are otherwise no longer available, Vantor shall identify such documents to the extent possible and describe the circumstances of their destruction, deletion, or unavailability.

Instruction No. 3 — Custodians. Without limiting the scope of search described in Instruction No. 2, Vantor shall specifically search the files, records, and communications (including email, text messages, instant messages, and voicemail) of the following custodians:

(a) Raymond Kettler, Chief Executive Officer and Chairman of the Board;

(b) Susan Hargrove, President and Chief Operating Officer;

(d) Deepa Rajaram, Vice President, Client Valuation Operations;

(e) Timothy Falk, Chief Financial Officer; and

(f) Any other Vantor personnel who had involvement in servicing the Ironside account, performing valuation services for Fund I, Fund II, or Fund III, or who participated in decisions relating to the pricing, valuation, or reporting of positions held by any of the Funds.

Vantor is not limited to searching the files of the foregoing custodians and shall search the files of any other individuals whose files may contain responsive documents as indicated by Vantor's reasonable inquiry.

Instruction No. 4 — Form of Production. All documents shall be produced in their native electronic format, including all associated metadata, to the fullest extent practicable. Where production in native electronic format is not practicable (e.g., for paper documents that must be scanned), documents shall be produced in single-page Tagged Image File Format ("TIFF"), at a resolution of no less than 300 dots per inch, with load files containing extracted or OCR-generated text, all available metadata fields, and Bates numbers. All documents shall be Bates-numbered sequentially using the prefix "VHC-" (e.g., VHC-000001, VHC-000002, etc.). Each document shall be produced with its attachments, enclosures, and exhibits, and the relationship between parent documents and attachments shall be preserved in the load file. Spreadsheets, databases, and other dynamic files shall be produced in native format with all formulae, linked data, and embedded objects intact. If Vantor intends to produce documents in a format other than as specified herein, counsel shall meet and confer with Plaintiff's counsel prior to production.

Instruction No. 5 — Privilege Log. For any document or communication withheld in whole or in part on the basis of any privilege, including the attorney-client privilege, the attorney work product doctrine, or any other privilege or protection, Vantor shall prepare and produce a privilege log that identifies each withheld document with sufficient detail to allow Plaintiff and the Court to assess the applicability of the privilege asserted. At a minimum, the privilege log shall include the following information for each withheld document: (i) the date of the document or communication; (ii) the author or sender; (iii) all recipients, including individuals copied or blind-copied; (iv) a description of the subject matter of the document or communication that is sufficiently detailed to permit an assessment of the privilege claim without revealing privileged content; (v) the type of document (e.g., email, memorandum, letter); (vi) the specific privilege or protection asserted; and (vii) the factual basis for the privilege assertion, including the identity of the attorney involved and the nature of the legal advice sought or rendered. The privilege log shall be produced at the time of each document production, or at such other time as may be agreed by the parties or ordered by the Court.

Instruction No. 6 — Continuing Obligation. These Document Requests are continuing in nature pursuant to CPLR § 3101(h). If, after serving its initial response, Vantor identifies, locates, or receives additional documents responsive to any Request, or if the information previously provided becomes materially incomplete or inaccurate, Vantor shall promptly supplement its response and produce such additional documents to Plaintiff's counsel. This continuing obligation shall remain in effect through the conclusion of this litigation, including any appeals.

Instruction No. 7 — Construction. These Requests shall be construed broadly and liberally to effectuate their purpose of obtaining all documents relevant to the claims and defenses in this action. The terms "and" and "or" shall be construed conjunctively or disjunctively as necessary to make each Request inclusive rather than exclusive. The term "including" shall mean "including but not limited to" in every instance. The terms "any" and "all" shall be deemed interchangeable and shall each be construed to encompass both "any" and "all." The use of the singular shall include the plural, and the use of the plural shall include the singular. The use of any tense of any verb shall include all other tenses of that verb. The term "relating to" or "concerning" shall be construed broadly to mean referring to, reflecting, evidencing, describing, constituting, mentioning, created in connection with, pertaining to, or having any logical connection with the subject matter referenced.

DEFINITIONS

As used in these Document Requests, the following terms shall have the meanings set forth below:

Definition No. 1 — "Ironside" or "ICM" shall mean Ironside Capital Management LP, a Delaware limited partnership (DE LP File No. LP-2009-04817), with its principal office located at 680 Park Avenue, 34th Floor, New York, New York 10065, together with its officers, directors, general and limited partners, employees, agents, and representatives, including but not limited to the following individuals: Elliot Brennan (Managing Partner and Chief Investment Officer), Marguerite Dao (General Counsel), Rajiv Subramanian (Chief Financial Officer), Katherine Lim (Chief Compliance Officer), Derek Holt (Portfolio Manager, Fund I), Priya Venkatesh (Portfolio Manager, Fund II), and Marcus Threadgill (Portfolio Manager, Fund III).

Definition No. 2 — "Fund I" shall mean Ironside Credit Opportunities Fund LP, a Delaware limited partnership, which invests primarily in performing and stressed credit instruments including corporate loans, high-yield bonds, and CLO tranches, and which had an approximate Net Asset Value of $1.8 billion as of the end of the Relevant Period.

Definition No. 3 — "Fund II" shall mean Ironside Structured Alpha Fund LP, a Delaware limited partnership, which invests primarily in structured credit products including CDO tranches, asset-backed securities, and structured loan portfolios, and which had an approximate Net Asset Value of $1.1 billion as of the end of the Relevant Period.

Definition No. 4 — "Fund III" shall mean Ironside Special Situations Fund LP, a Delaware limited partnership, which invests primarily in distressed and special-situation credit opportunities including distressed loan participations, reorganization equity, and opportunistic structured credit, and which had an approximate Net Asset Value of $680 million as of the end of the Relevant Period. Fund III was added to the Master Fund Administration Agreement by the First Amendment dated March 1, 2019.

Definition No. 5 — "Funds" or "Ironside Funds" shall mean, collectively, Fund I, Fund II, and Fund III, as defined above.

Definition No. 6 — "Vantor" or "VHC" shall mean Vantor Holdings Corp., a Delaware corporation (DE Corp. File No. Corp-2012-07233), with its principal office located at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131, together with its officers, directors, employees, agents, subsidiaries (including any subsidiary or affiliated entity that performed any services for or on behalf of Vantor in connection with the Ironside account), affiliates, and representatives.

Definition No. 7 — "FAA" or "Master Fund Administration Agreement" shall mean the Master Fund Administration Agreement bearing Reference No. VHC-ICM-2017-0615, executed on June 15, 2017, between Ironside Capital Management LP (on behalf of Fund I, Fund II, and subsequently Fund III) and Vantor Holdings Corp., together with all amendments, supplements, side letters, addenda, schedules, and exhibits thereto, including but not limited to: (a) the First Amendment to the Master Fund Administration Agreement, dated March 1, 2019, pursuant to which Fund III was added to the Agreement; and (b) the Second Amendment to the Master Fund Administration Agreement, dated June 10, 2022, which confirmed the auto-renewal of the Agreement and effected a fee adjustment from 4.0 basis points to 4.5 basis points on aggregate administered Net Asset Value.

Definition No. 8 — "Relevant Period" shall mean the period from Q1 2021 (i.e., valuations dated as of March 31, 2021) through Q3 2023 (i.e., valuations dated as of September 30, 2023), encompassing a span of eleven (11) quarters: Q1 2021, Q2 2021, Q3 2021, Q4 2021, Q1 2022, Q2 2022, Q3 2022, Q4 2022, Q1 2023, Q2 2023, and Q3 2023.

Definition No. 9 — "Affected Positions" shall mean the forty-seven (47) illiquid credit and structured-product positions across the three Funds that were subject to misvaluation during the Relevant Period, as identified in the Verified Complaint and in Exhibit A thereto. The Affected Positions include, but are not limited to, CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations. The term "Affected Positions" also includes any position that was the subject of a pricing discrepancy, misvaluation, or Model Adjustment that is at issue in this action, whether or not such position is specifically identified in Exhibit A to the Verified Complaint.

Definition No. 10 — "Document" or "Documents" shall mean all written, recorded, or graphic materials of any kind, in any form or medium, whether created, sent, received, maintained, or stored in hard copy or electronically, including but not limited to: correspondence; memoranda; emails and email attachments; text messages; instant messages (including messages sent via Northgate Data Systems, Meridian Solutions, Westmark Services Inc. Chat, or any similar platform); reports; analyses; spreadsheets; financial models; presentations (including Northgate Services Inc. or similar presentations); meeting minutes and agendas; handwritten notes; calendars and calendar entries; recordings of any kind (audio, video, or screen recordings); voicemail messages; contracts, agreements, and amendments; invoices, billing statements, and payment records; organizational charts; policy and procedure manuals; training materials; and any other tangible or electronically stored information as that term is defined under the CPLR and applicable case law.

Definition No. 11 — "Communication" or "Communications" shall mean any transfer or exchange of information between or among two or more Persons, whether oral or written, and regardless of the medium or manner of transmission, including but not limited to: in-person conversations; telephone conversations; video conferences (including Calderon Software, Northgate Data Systems, or similar platforms); emails; text messages; instant messages; letters; memoranda; facsimile transmissions; and any other form of information exchange. With respect to oral Communications, this definition encompasses any documents that memorialize, summarize, record, or refer to such oral Communications.

Definition No. 12 — "Valuation Policy" shall mean the Ironside Valuation Policy, including version 3.2 effective January 1, 2020, and any prior or subsequent versions of such policy, as referenced in Section 4.2 of the FAA. The term includes all appendices, supplements, and interpretive guidance associated with the Valuation Policy.

Definition No. 13 — "NAV" shall mean Net Asset Value as calculated by Vantor for each of the Funds pursuant to the FAA, including the per-unit or per-share NAV and the aggregate fund-level NAV, as applicable.

Definition No. 14 — "Broker Quote" shall mean any price indication, price quote, indicative level, executable quote, or mark provided by a third-party broker, dealer, market-maker, or inter-dealer broker for any position held by any of the Funds, regardless of whether such quote was solicited or unsolicited, firm or indicative, and regardless of the method by which such quote was transmitted (e.g., email, Westmark Services Inc. message, telephone, electronic platform).

Definition No. 15 — "Model Adjustment" shall mean any internally generated adjustment, override, modification, supplement, or departure applied by Vantor (whether by any individual or through any automated process) to any Broker Quote, observable market input, pricing-service output, or other pricing data in connection with the valuation of any position held by any of the Funds. The term includes, without limitation, liquidity adjustments, credit adjustments, model-derived spreads, interpolated values, and any other subjective or discretionary modification to externally sourced pricing data.

Definition No. 16 — "Person" shall mean any natural person, corporation, limited liability company, partnership (whether general or limited), joint venture, trust, estate, unincorporated association, governmental entity or agency, or any other form of legal entity.

DOCUMENT REQUESTS

CATEGORY A: CONTRACTUAL AND GOVERNING DOCUMENTS (Requests Nos. 1–5)

Request No. 1:

All executed copies of the Master Fund Administration Agreement dated June 15, 2017 (Reference No. VHC-ICM-2017-0615), between Ironside Capital Management LP and Vantor Holdings Corp., together with all amendments, supplements, side letters, addenda, schedules, and exhibits thereto, including but not limited to the First Amendment to the Master Fund Administration Agreement dated March 1, 2019 (pursuant to which Fund III was added to the Agreement) and the Second Amendment to the Master Fund Administration Agreement dated June 10, 2022 (confirming the auto-renewal of the Agreement and effecting the fee adjustment from 4.0 basis points to 4.5 basis points on aggregate administered Net Asset Value).

Request No. 2:

All drafts, markup versions, tracked-changes versions, and redline comparisons of the FAA and each amendment thereto, including but not limited to any internal Vantor commentary, negotiation notes, term sheets, internal approvals, sign-off memoranda, board or management committee materials, or other documents reflecting the negotiation, review, approval, or execution of the terms of the FAA and each of its amendments. This Request also encompasses any communications between Vantor personnel and Vantor's legal counsel (to the extent not privileged) or business development personnel concerning the commercial terms or legal provisions of the FAA.

Request No. 3:

All copies of the Ironside Valuation Policy (including all versions, whether in draft or final form, and specifically including version 3.2 effective January 1, 2020) in Vantor's possession, custody, or control, together with any Vantor internal analysis, commentary, interpretation, implementation memoranda, training materials, or guidance documents prepared by or for Vantor personnel that relate to the interpretation, application, or implementation of the Valuation Policy in connection with Vantor's performance of valuation services for the Funds.

Request No. 4:

All service-level agreements, operating procedures manuals, standard operating procedures ("SOPs"), work instructions, desktop procedures, process flow diagrams, or internal policies and procedures governing or relating to Vantor's performance of Net Asset Value calculation and valuation services, whether applicable specifically to the Funds or to Vantor's alternative asset manager clients generally. This Request includes, without limitation, any documents that set forth the methodology, workflow, approval processes, escalation procedures, or quality control standards applicable to Vantor's valuation services function.

Request No. 5:

All fee schedules, rate cards, invoices, billing statements, credit memos, payment records, wire transfer confirmations, and any other documents reflecting fees charged by Vantor to Ironside or any of the Funds under the FAA from June 15, 2017, through October 10, 2023 (the date on which the transition of fund administration services to Meridian Investor Services LLC was completed). This Request includes, without limitation, all documentation supporting, explaining, or relating to the fee adjustment from 4.0 basis points to 4.5 basis points on aggregate administered Net Asset Value effected by the Second Amendment dated June 10, 2022, including any internal Vantor analyses, proposals, or presentations prepared in connection with such fee adjustment.

CATEGORY B: VALUATION MODELS AND PRICING METHODOLOGIES (Requests Nos. 6–15)

Request No. 6:

All valuation models, pricing models, and analytical tools, including but not limited to spreadsheets, databases, proprietary software applications, third-party software applications, and any custom-developed or configured tools, used by Vantor to price, value, or mark any of the forty-seven (47) Affected Positions during the Relevant Period. This Request includes all model documentation, user guides, technical specifications, validation reports, model governance records, change logs, version control records, and any other documents describing the design, functionality, inputs, outputs, assumptions, limitations, or validation of any such model or tool.

Request No. 7:

All documents reflecting, recording, or relating to the inputs, assumptions, parameters, and data sources used in any valuation model or pricing methodology applied by Vantor to any Affected Position during the Relevant Period. This Request includes, without limitation, documents identifying the source and vintage of market data, discount rates, default assumptions, recovery rate assumptions, prepayment speed assumptions, correlation assumptions, credit spread inputs, benchmark rates, and any other quantitative or qualitative inputs used in the valuation process.

Request No. 8:

All documents reflecting or relating to any Model Adjustment applied by Vantor to any Affected Position during the Relevant Period, including but not limited to: (a) the specific adjustment made and the magnitude thereof; (b) the rationale or justification for each adjustment, whether documented contemporaneously or at any subsequent time; (c) the identity of the person or persons who authorized, approved, or applied the adjustment; (d) any supporting analysis, memoranda, or calculations prepared in connection with the adjustment; and (e) any approvals or sign-offs obtained in connection with the adjustment. This Request encompasses all liquidity adjustments, credit adjustments, model overrides, and any other discretionary modifications applied to externally sourced pricing data.

Request No. 9:

All documents reflecting or relating to the waterfall valuation procedures required under the Ironside Valuation Policy (including version 3.2) and/or Section 4.2 of the FAA, as applied by Vantor to the Affected Positions during the Relevant Period. This Request includes any Vantor records, worksheets, checklists, or logs showing compliance or non-compliance with such waterfall procedures for each of the Affected Positions during each quarter of the Relevant Period, including any documentation of the determination at each step of the waterfall (e.g., the determination that a particular pricing source was unavailable or unreliable, necessitating progression to the next step in the waterfall).

Request No. 10:

All documents reflecting the classification of any position held by any of the Ironside Funds as Level 1, Level 2, or Level 3 under Accounting Standards Codification Topic 820, Fair Value Measurement ("ASC 820"), during the Relevant Period, including but not limited to: (a) the initial classification of each position; (b) any reclassification of any position between levels; (c) the reasons for any such reclassification; (d) any analysis performed in connection with the classification or reclassification determination; and (e) any internal or external reporting of the fair value hierarchy classification of Fund positions.

Request No. 11:

All Broker Quotes obtained, received, solicited, or considered by Vantor with respect to any Affected Position during the Relevant Period. For each such Broker Quote, this Request encompasses documents reflecting: (a) the date on which the Broker Quote was obtained or received; (b) the identity of the broker, dealer, or market-maker that provided the quote; (c) the quoted price, level, or range; (d) whether the quote was firm or indicative; (e) the as-of date to which the quote relates; (f) the method of transmission (e.g., email, Westmark Services Inc. message, telephone); and (g) any Vantor analysis or notation concerning the reliability, representativeness, or applicability of the Broker Quote.

Request No. 12:

All documents reflecting or relating to the age, staleness, or vintage of any Broker Quote used by Vantor to value any Affected Position during the Relevant Period, including but not limited to: (a) any records showing the date on which a Broker Quote was originally obtained compared to the valuation date for which the quote was used; (b) any records or analyses showing that Broker Quotes were six (6) months old or older at the time they were used as an input to the valuation of an Affected Position; (c) any internal Vantor policies, guidelines, or thresholds concerning the maximum permissible age of a Broker Quote; and (d) any exception reports or escalation records generated in connection with the use of stale Broker Quotes.

Request No. 13:

All documents reflecting Vantor's policies, procedures, practices, or guidelines for determining when a Broker Quote was stale, outdated, unreliable, or otherwise inappropriate for use as a pricing input, and for obtaining updated, refreshed, or replacement quotes. This Request includes any written policies, informal practices, emails or communications establishing or discussing such practices, and any records showing the implementation (or failure of implementation) of such policies or practices during the Relevant Period.

Request No. 14:

All documents reflecting independent price verification ("IPV") procedures performed by Vantor on any Affected Position during the Relevant Period, including but not limited to: (a) the identity of the individual or team that performed the IPV; (b) the methodology used for the IPV, including the sources of independent pricing data; (c) the results of each IPV, including any variance between the IPV result and Vantor's mark; (d) any actions taken as a result of the IPV findings, including any adjustments to marks; and (e) any policies or procedures governing the frequency, scope, and methodology of IPV at Vantor.

Request No. 15:

All documents reflecting any back-testing, variance analysis, profit-and-loss attribution analysis, or reconciliation performed by Vantor comparing its marks on any Affected Position to subsequent trade prices, actual settlement prices, market levels, or third-party valuations during the Relevant Period. This Request includes any periodic or ad hoc analyses of the accuracy of Vantor's marks, any reports generated from such analyses, and any actions taken or recommendations made as a result of such analyses.

CATEGORY C: NAV CALCULATIONS AND REPORTS (Requests Nos. 16–21)

Request No. 16:

All NAV calculation packages, position-level pricing reports, portfolio valuation summaries, and supporting working papers prepared by Vantor for each of Fund I, Fund II, and Fund III for each quarter-end during the Relevant Period (i.e., for each of the following eleven quarter-end dates: March 31, 2021; June 30, 2021; September 30, 2021; December 31, 2021; March 31, 2022; June 30, 2022; September 30, 2022; December 31, 2022; March 31, 2023; June 30, 2023; and September 30, 2023). This Request encompasses position-level detail showing the mark assigned to each position in the portfolio, the pricing source or methodology used, and the resulting contribution to NAV.

Request No. 17:

All NAV statements, capital account statements, investor-level account statements, investor reporting packages, and any other periodic or ad hoc reports prepared or distributed by Vantor for, on behalf of, or in connection with the Funds during the Relevant Period. This Request includes both reports distributed to investors and reports provided to Ironside management, as well as any cover letters, transmittal emails, or other communications accompanying such reports.

Request No. 18:

All documents reflecting any NAV adjustments, corrections, restatements, or revisions made by Vantor to previously reported NAV figures for any of the Funds at any time from Q1 2021 through the present date, including but not limited to: (a) the nature and amount of each adjustment; (b) the reason for the adjustment; (c) the positions or line items affected; (d) the identity of the person or persons who authorized the adjustment; (e) any communications with Ironside concerning the adjustment; and (f) any investor notifications issued in connection therewith.

Request No. 19:

All documents reflecting or relating to the aggregate administered Net Asset Value for the three Funds at each quarter-end during the Relevant Period, including any supporting calculations, reconciliation schedules, and summary reports. This Request also includes any internal Vantor reports or analyses tracking the aggregate administered NAV across the Ironside Funds over time.

Request No. 20:

All documents reflecting or relating to the calculation of management fees (calculated at a rate of 1.5% of NAV per annum) and performance or incentive allocations (calculated at 20% of net profits above a 6% annualized hurdle rate) for each Fund during the Relevant Period, to the extent that such calculations were performed, reviewed, verified, or approved by Vantor as part of its fund administration services under the FAA. This Request includes all worksheets, fee calculation reports, accrual schedules, crystallization analyses, and high-water mark calculations.

Request No. 21:

All documents reflecting investor subscription and redemption processing performed by Vantor for the Funds during the Relevant Period, including but not limited to: (a) the NAV per unit or per share at which each subscription or redemption was processed; (b) the date of each subscription or redemption; (c) the identity of the subscribing or redeeming investor; (d) the dollar amount of each subscription or redemption; and (e) any documents relating specifically to the two hundred seventeen (217) redemptions identified in the Verified Complaint as having been processed at overstated NAV during the Relevant Period. This Request includes any transfer agency records, subscription and redemption logs, trade blotters, and confirmation notices.

CATEGORY D: INTERNAL COMMUNICATIONS (Requests Nos. 22–32)

Request No. 22:

All Communications between or among Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations) concerning, referencing, or relating to the pricing or valuation of any Affected Position, or the valuation methodology, pricing sources, or Model Adjustments applicable to any Affected Position, during the Relevant Period. This Request includes all emails, text messages, instant messages, voicemails, memoranda, and any other form of Communication.

Request No. 23:

All Communications between or among Nathan Orris, Deepa Rajaram, and any other Vantor employee, officer, or director — including but not limited to Raymond Kettler (CEO & Chairman), Susan Hargrove (President & COO), and Timothy Falk (CFO) — concerning, referencing, or relating to the pricing or valuation of any position held by any of the Ironside Funds during the Relevant Period. This Request encompasses all Communications at any level of the Vantor organization concerning the Ironside valuation process, including any escalation, review, or oversight Communications.

Request No. 24:

All internal Vantor Communications, including but not limited to emails, instant messages, memoranda, meeting notes, and presentations, that reference, discuss, or analyze the accuracy, reliability, appropriateness, or defensibility of the marks assigned to any Affected Position during the Relevant Period. This Request includes Communications expressing agreement, disagreement, or uncertainty concerning any such mark.

Request No. 25:

All internal Vantor Communications, including but not limited to emails, instant messages, memoranda, and meeting notes, reflecting awareness, concern, suspicion, or discussion that any marks on positions held by the Ironside Funds were inflated, overstated, unsupported by market data, or not reflective of fair value during the Relevant Period. This Request includes Communications in which any Vantor employee or officer raised or acknowledged a concern about the accuracy of Ironside Fund valuations, whether or not such concern was formally escalated.

Request No. 26:

All internal Vantor Communications referencing, discussing, or relating to the use of stale Broker Quotes in connection with the valuation of any Affected Position during the Relevant Period, including but not limited to Communications concerning the use of Broker Quotes that were six (6) months old or older at the time of their use, Communications discussing the absence of current Broker Quotes for any Affected Position, and Communications concerning any decision to continue using a stale Broker Quote rather than obtaining a refreshed quote or employing an alternative pricing methodology.

Request No. 27:

All internal Vantor Communications referencing, discussing, or relating to the application of Model Adjustments to any Affected Position during the Relevant Period, including but not limited to any Communications reflecting that such Model Adjustments inflated marks above the levels indicated by observable market inputs, Broker Quotes, or pricing-service outputs, and any Communications discussing the rationale, authorization, or review of such Model Adjustments.

Request No. 28:

All internal Vantor Communications referencing, discussing, or relating to any failure, decision, or omission to apply the waterfall valuation procedures required under the Ironside Valuation Policy (including version 3.2) or Section 4.2 of the FAA, including any Communications in which Vantor personnel discussed, acknowledged, or addressed deviations from the prescribed waterfall methodology, and any Communications concerning the substitution of alternative procedures for the contractually required waterfall procedures.

Request No. 29:

All internal Vantor Communications referencing, discussing, or relating to the concealment from Ironside of any information concerning: (a) the valuation methodologies applied to the Affected Positions; (b) the pricing sources used for the Affected Positions; (c) the application of Model Adjustments to the Affected Positions; (d) the use of stale Broker Quotes; (e) any known deficiencies or limitations in Vantor's valuation process; or (f) any other information material to Ironside's ability to evaluate the accuracy or reliability of the NAV calculations provided by Vantor. This Request includes any Communications reflecting a decision, instruction, or agreement to withhold information from Ironside, to provide incomplete or misleading information to Ironside, or to limit the scope or detail of information shared with Ironside concerning the valuation process.

Request No. 30:

All Communications between any Vantor officer, employee, or agent and Vantor's auditor, Fenton Graff & Associates LLP, concerning the valuation of any position held by any of the Ironside Funds, the adequacy, design, or operating effectiveness of Vantor's valuation procedures, any audit findings or observations relating to Vantor's valuation services, or any other matter relating to the accuracy or reliability of the NAV calculations provided to the Ironside Funds, at any time from January 1, 2017, through the present. This Request includes audit planning Communications, management representation letters, audit inquiry responses, and any Communications concerning audit adjustments or management letter comments related to the valuation function.

Request No. 31:

All Communications between any Vantor officer, employee, or agent and any third-party broker, dealer, inter-dealer broker, market-maker, or pricing service concerning the valuation of any Affected Position during the Relevant Period, including any solicitation or receipt of Broker Quotes, any inquiry concerning the basis or methodology underlying a Broker Quote, and any negotiation, discussion, or dispute concerning the level or reliability of a Broker Quote.

Request No. 32:

All internal Vantor Communications referencing, discussing, or relating to Ironside, ICM, Fund I, Fund II, Fund III, or any of the following Ironside personnel: Elliot Brennan, Marguerite Dao, Rajiv Subramanian, Katherine Lim, Derek Holt, Priya Venkatesh, and Marcus Threadgill, during the period from July 1, 2023, through October 31, 2023. This Request is directed specifically to Communications relating to the discovery of pricing discrepancies in the Ironside portfolio, Ironside's inquiries concerning valuation documentation, the adequacy of Vantor's response to such inquiries, the termination of the FAA, the transition of services to Meridian Investor Services LLC, and any internal discussions concerning Vantor's potential exposure to claims arising from the Ironside relationship.

CATEGORY E: COMMUNICATIONS WITH IRONSIDE (Requests Nos. 33–38)

Request No. 33:

All Communications between Vantor (including any Vantor officer, employee, or agent) and Ironside (including any Ironside officer, employee, or agent) concerning, referencing, or relating to the pricing or valuation of any position held by any of the Funds during the Relevant Period, including but not limited to Communications concerning pricing methodologies, pricing sources, valuation inputs, NAV calculations, and the valuation of individual positions or groups of positions.

Request No. 34:

All Communications between Vantor and Ironside concerning the approximately $12.6 million pricing discrepancy identified by Ironside's Chief Financial Officer, Rajiv Subramanian, in or about July 2023, with respect to seven CLO equity positions held by the Funds. This Request includes all Communications in which the discrepancy was first raised, all follow-up Communications, all Vantor internal Communications discussing or responding to the discrepancy, and all documents reflecting the results of any investigation or review conducted by Vantor in response to the identified discrepancy.

Request No. 35:

All documents constituting or relating to Ironside's written inquiry to Nathan Orris dated August 4, 2023, in which Ironside requested supporting documentation for twenty-three (23) positions held by the Funds, including: (a) the original written inquiry; (b) all internal Vantor Communications discussing, reviewing, or preparing a response to the inquiry; (c) all drafts of Vantor's response; (d) the response delivered by Vantor on or about August 18, 2023, which provided pricing packages for only nine (9) of the twenty-three (23) requested positions; (e) all supporting documentation, working papers, and analyses gathered or prepared in connection with the response; and (f) all Communications between Vantor and Ironside concerning the completeness or adequacy of the August 18, 2023 response.

Request No. 36:

All Communications between Vantor and Ironside during the period from August 1, 2023, through October 31, 2023, relating to the adequacy, completeness, or accuracy of Vantor's valuation documentation, Ironside's request for supporting documentation, the identified pricing discrepancies, the potential scope of misvaluation across the Funds, or the termination of the FAA and transition of services.

Request No. 37:

All documents constituting or relating to Ironside's Notice of Termination for Cause dated October 3, 2023, issued pursuant to Section 12.2 of the FAA, including: (a) the Notice of Termination itself; (b) all internal Vantor Communications concerning the receipt, review, analysis, or response to the Notice of Termination; (c) any written response by Vantor to the Notice of Termination; (d) any internal Vantor analysis of whether the termination was valid under the terms of the FAA; and (e) any Communications between Vantor and its legal counsel concerning the Notice of Termination, to the extent such Communications are not protected by attorney-client privilege.

Request No. 38:

All documents relating to the transition of fund administration services from Vantor to Meridian Investor Services LLC (CEO: Anne-Claire Dupont) on or about October 10, 2023, including but not limited to: (a) transition plans, timelines, and task lists; (b) data transfer records, including inventories of data, files, and records transferred to Meridian; (c) reconciliation schedules and reports prepared in connection with the transition; (d) all Communications between Vantor and Meridian concerning the transition, including any discussions of data integrity, data completeness, or outstanding items; (e) all Communications between Vantor and Ironside concerning the transition; and (f) any internal Vantor analyses or memoranda concerning the transition process or the completeness of the information transferred to Meridian.

CATEGORY F: QUALITY CONTROL AND COMPLIANCE (Requests Nos. 39–44)

Request No. 39:

All documents reflecting Vantor's internal quality control, quality assurance, or supervisory review procedures applicable to valuation services during the Relevant Period, including but not limited to checklists, sign-off protocols, maker-checker procedures, four-eye review requirements, exception reports, tolerance thresholds, and escalation procedures. This Request encompasses both the written policies and procedures themselves and any records generated from the application of such policies and procedures to the Ironside Funds.

Request No. 40:

All documents reflecting any internal audit, compliance review, risk management assessment, or management self-assessment conducted by or on behalf of Vantor concerning its valuation services function, the accuracy or reliability of its NAV calculations, or the adequacy of its valuation controls, at any time from January 1, 2019, through the present. This Request includes all audit reports, compliance review memoranda, risk assessment findings, management action plans, remediation tracking documents, and follow-up or closure documentation associated with any such review.

Request No. 41:

All documents reflecting any complaint, concern, grievance, escalation, whistleblower report, or other expression of dissatisfaction — whether from an internal source (including any Vantor employee, officer, or director) or from any external source (including any Vantor client, investor, or regulator) — regarding the accuracy, reliability, timeliness, or methodology of Vantor's valuation services, at any time from January 1, 2019, through the present. This Request includes any formal complaints, informal expressions of concern (such as emails or memoranda), incident reports, and all internal Vantor Communications discussing or responding to any such complaint or concern.

Request No. 42:

All documents reflecting the training, qualifications, certifications, professional licenses, and relevant experience of Vantor personnel who were involved in performing valuation services for the Funds during the Relevant Period, including but not limited to Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations). This Request includes personnel files (to the extent relevant to qualifications and training), resumes or curricula vitae, training records, continuing education records, and records of any professional designations (e.g., CFA, CPA, FRM) held by such personnel.

Request No. 43:

All documents reflecting any disciplinary action, performance review notation, performance improvement plan, warning, reprimand, termination, or other adverse personnel action taken against any Vantor employee in connection with the Ironside account, the valuation issues alleged in this action, or the events giving rise to this litigation. This Request includes all human resources records, investigative reports, interview notes, and management memoranda relating to any such action.

Request No. 44:

All documents reflecting Vantor's policies, procedures, practices, or guidelines for escalating valuation discrepancies, disagreements, anomalies, or exceptions to senior management, the client, or any oversight or governance body (including any valuation committee, risk committee, or board committee), including any records reflecting the application (or non-application) of such procedures during the Relevant Period with respect to the Ironside Funds.

CATEGORY G: FINANCIAL AND BUSINESS RECORDS (Requests Nos. 45–48)

Request No. 45:

All documents reflecting the total number of hedge fund or alternative investment fund clients serviced by Vantor, the total assets under administration, and the total revenue derived from fund administration services by Vantor for each fiscal year from 2017 through 2024, inclusive. This Request is directed to information necessary to establish the scope and scale of Vantor's fund administration business, including the approximate 140 clients and approximately $62 billion in administered assets reported as of 2023, and is relevant to Vantor's representations concerning its capabilities, resources, and experience.

Request No. 46:

All documents reflecting the profitability of the Ironside account to Vantor, including but not limited to internal revenue analyses, cost allocations, margin calculations, client profitability reports, account review summaries, and any other financial analyses prepared by Vantor assessing the economic value of the Ironside relationship.

Request No. 47:

All documents relating to any insurance policy maintained by Vantor that may provide coverage for the claims asserted in this action or for the underlying events giving rise to this action, including but not limited to: (a) the directors' and officers' liability insurance policy issued by Veltrano Mutual Insurance Co., Hartford, Connecticut, with a policy limit of $50 million per occurrence, together with all endorsements, amendments, declarations pages, and renewal documentation; (b) any errors and omissions or professional liability insurance policies; (c) any commercial general liability policies; and (d) any excess or umbrella policies. For each such policy, Vantor shall produce the complete policy, including all endorsements and amendments, and all declarations pages reflecting coverage during the period from January 1, 2021, through the present.

Request No. 48:

All Communications between Vantor and Veltrano Mutual Insurance Co. (or any broker, agent, or intermediary acting on behalf of either party) concerning this action, the underlying events giving rise to this action, or any potential claims by Ironside or its investors, including but not limited to: (a) any notice of claim or notice of circumstances; (b) any acknowledgment of receipt of such notice; (c) any reservation of rights letters; (d) any coverage opinions or coverage determinations; (e) any requests for information or documentation by the insurer; and (f) any Communications concerning the selection, appointment, or direction of defense counsel.

CATEGORY H: THIRD-PARTY RELATIONSHIPS AND COMPARABLE CLIENTS (Requests Nos. 49–51)

Request No. 49:

All documents reflecting the identity of all third-party pricing sources, data vendors, pricing services, brokers, dealers, inter-dealer brokers, or market-makers from whom Vantor obtained pricing information for the types of instruments held by the Funds — including CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations — during the Relevant Period. This Request includes any contracts, subscription agreements, service agreements, or engagement letters with such pricing sources, as well as any documents describing the scope, methodology, or limitations of the pricing information provided by each such source.

Request No. 50:

All documents reflecting whether Vantor applied the same or similar valuation methodologies, Model Adjustments, Broker Quote practices, or waterfall procedures to the portfolios of other Vantor clients as were applied to the Ironside Funds during the Relevant Period, including any comparative analyses, consistency reviews, or cross-client benchmarking studies. To the extent that the identification of specific other clients raises confidentiality concerns, Vantor may anonymize such documents by redacting client names and substituting generic identifiers (e.g., "Client A," "Client B"), provided that the substantive content of the documents is preserved and the documents are otherwise produced in unredacted form.

Request No. 51:

All documents reflecting Communications with, reports to, submissions to, or inquiries from any regulatory authority — including but not limited to the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, state securities regulators, and any foreign financial regulatory authority — concerning Vantor's valuation services, fund administration services, or the accuracy of NAV calculations, including but not limited to any examination findings, deficiency letters, comment letters, enforcement actions, voluntary disclosures, or self-reports, from January 1, 2019, through the present.

CATEGORY I: LITIGATION AND PRIVILEGE (Request No. 52)

Request No. 52:

All documents reflecting Vantor's engagement of Whitfield, Dane & Corcoran LLP, or any other counsel, in connection with the events giving rise to this action, the Ironside relationship, or the valuation issues alleged in this action, to the extent that such documents are not protected by the attorney-client privilege or the attorney work product doctrine. This Request includes, without limitation, engagement letters, fee agreements, and retention correspondence, as well as any non-privileged communications with counsel concerning the factual matters at issue. For any document withheld in whole or in part on the basis of attorney-client privilege, the attorney work product doctrine, or any other privilege or protection, Vantor shall provide a detailed privilege log in compliance with CPLR § 3122, containing the information specified in Instruction No. 5 above. Ironside reserves the right to challenge the assertion of privilege with respect to any document listed on the privilege log.

CERTIFICATION

CALDERWOOD & HARKNESS LLP Attorneys for Plaintiff Ironside Capital Management LP

By: ________

Samuel Eklund, Esq. (Responsible Partner)

By: ________

Yuki Nakamura, Esq. (Lead Associate — On the Brief)

By: ________

Carlos Espinoza, Esq. (Working Associate — On the Brief)

Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 554-7800 Facsimile: (212) 554-7801

Email: seklund@calderwoodharkness.com

Email: ynakamura@calderwoodharkness.com

Email: cespinoza@calderwoodharkness.com

Dated: February 15, 2025

NOTE: This document is a DRAFT and is subject to revision upon the Court's ruling on Defendant's Motion to Dismiss (filed February 28, 2025; oral argument scheduled April 14, 2025) and the entry of a Preliminary Conference Order setting the discovery schedule. This document constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by attorneys and authorized personnel at Calderwood & Harkness LLP and Ironside Capital Management LP and shall not be disclosed to any third party without the prior written consent of counsel.

CERTIFICATE OF SERVICE

I, Carlos Espinoza, hereby certify that on ____, 2025, a true and correct copy of the foregoing Plaintiff's First Set of Document Requests to Defendant Vantor Holdings Corp. was served upon counsel for Defendant by the following method:

Method of Service: [To be determined — CPLR-compliant method to be selected prior to service]

Served Upon:

Gregory Dane, Esq. Whitfield, Dane & Corcoran LLP 200 South Biscayne Boulevard, Suite 3600 Miami, Florida 33131 Telephone: (305) 478-2200

Email: gdane@whitfielddane.com

Attorneys for Defendant Vantor Holdings Corp.

________________________________________

Carlos Espinoza, Esq. Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019

Dated: ____, 2025

IRONSIDE CAPITAL MANAGEMENT LP,

Index No. 650312/2025

Plaintiff,

Assigned Justice:

-against-

VANTOR HOLDINGS CORP.,

Defendant.

Role	Attorney
Responsible Partner	Samuel Eklund, Esq.
Billing Partner	Linda Osei, Esq.
Lead Associate	Yuki Nakamura, Esq.
Working Associate	Carlos Espinoza, Esq.

ATTORNEY WORK PRODUCT / PRIVILEGED AND CONFIDENTIAL
DRAFT — February 15, 2025
Prepared By: Carlos Espinoza, Associate Reviewed By: Yuki Nakamura, Lead Associate
Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, NY 10019
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK COMMERCIAL DIVISION
PLAINTIFF'S FIRST SET OF DOCUMENT REQUESTS TO DEFENDANT VANTOR HOLDINGS CORP.
Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, NY 10019 Attorneys for Plaintiff Ironside Capital Management LP
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PRELIMINARY STATEMENT
Plaintiff Ironside Capital Management LP ("Ironside" or "ICM"), by and through its attorneys, Calderwood & Harkness LLP, hereby serves this First Set of Document Requests upon Defendant Vantor Holdings Corp. ("Vantor" or "VHC") pursuant to Sections 3120 and 3122 of the New York Civil Practice Law and Rules ("CPLR"). These Document Requests are propounded for the purpose of obtaining documents and electronically stored information relevant to the claims and defenses at issue in this action and reasonably calculated to lead to the discovery of admissible evidence.
This action arises out of Vantor's systematic misvaluation of illiquid credit and structured-product positions across three Ironside feeder funds — Ironside Credit Opportunities Fund LP ("Fund I"), Ironside Structured Alpha Fund LP ("Fund II"), and Ironside Special Situations Fund LP ("Fund III") — during the period from the first quarter of 2021 through the third quarter of 2023 (the "Relevant Period"). As detailed in the Verified Complaint filed on January 21, 2025, Vantor's misvaluation of forty-seven (47) illiquid credit and structured-product positions, including CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations, resulted in the persistent and material overstatement of Net Asset Value across the three Funds, causing aggregate losses to Ironside and its investors of approximately two hundred eighty-seven million dollars ($287,000,000).
The Verified Complaint asserts seven causes of action against Vantor: (1) fraud; (2) fraudulent concealment; (3) negligent misrepresentation; (4) breach of contract, specifically material breach of Sections 3.1 and 4.2 of the Master Fund Administration Agreement dated June 15, 2017; (5) breach of fiduciary duty; (6) aiding and abetting fraud; and (7) unjust enrichment. The Document Requests set forth below are directed to each of these claims, as well as to defenses that Vantor may assert, and seek documents and information that are central to the factual record in this matter.
This First Set contains a total of fifty-two (52) document requests, organized into nine categories covering contractual and governing documents, valuation models and pricing methodologies, NAV calculations and reports, internal Vantor communications, communications between Vantor and Ironside, quality control and compliance, financial and business records, third-party relationships and comparable clients, and litigation-related materials.
Plaintiff notes that Vantor's pending Motion to Dismiss, filed on February 28, 2025, with oral argument scheduled for April 14, 2025 before the Honorable Richard Torrance, J.S.C., does not operate as an automatic stay of Vantor's discovery obligations under the CPLR. These Document Requests are being prepared and served in anticipation of the Court's ruling on the Motion to Dismiss and the subsequent entry of a discovery schedule at or following a Preliminary Conference. Ironside reserves the right to serve supplemental document requests as discovery proceeds and as additional information becomes available.
INSTRUCTIONS
The following Instructions apply to each Document Request set forth herein and shall be followed in preparing and serving Vantor's response:
Instruction No. 1 — Time Period. Unless otherwise specified in a particular Request, each Request covers the period from January 1, 2017, through and including the date of Vantor's response to these Requests. Notwithstanding this general time frame, Vantor shall devote particular attention to identifying and producing documents from the Relevant Period, which spans eleven (11) quarters from Q1 2021 (i.e., valuations as of March 31, 2021) through Q3 2023 (i.e., valuations as of September 30, 2023). The broader time frame of January 1, 2017, through the date of response is warranted because the contractual relationship between Ironside and Vantor was established by the Master Fund Administration Agreement executed on June 15, 2017, and documents predating the Relevant Period may bear on the parties' course of dealing, the development and implementation of valuation procedures, and Vantor's knowledge and intent.
Instruction No. 2 — Scope of Search. Vantor shall conduct a thorough and diligent search of all locations where responsive documents may reasonably be found. Without limitation, such locations include: paper files maintained at any Vantor office or facility; electronic files stored on desktop computers, laptop computers, servers, and network drives; email systems, including primary email accounts, archived email, and email repositories maintained by or through third-party service providers, specifically including archives held by DataVault Solutions Inc., 14 Commerce Drive, Cranford, New Jersey 07016; shared drives, team drives, and collaboration platforms (including, without limitation, Sundial Systems, Northgate Data Systems, Meridian Solutions, and any similar platforms used by Vantor); databases, including any proprietary or third-party valuation, portfolio management, or fund administration databases; cloud storage services, including but not limited to services provided by Ridgeway Industries, Crestline Systems, Aldermere Technologies, or Larkspur Technologies; backup media, including backup tapes, disk images, and disaster recovery archives; personal devices, including personal computers, mobile phones, tablets, and personal email accounts, to the extent that such devices contain documents relating to Vantor's business or the subject matter of this action; and files in the possession, custody, or control of Vantor's officers, directors, employees, agents, consultants, and outside professionals (including, but not limited to, accountants, auditors, and technology consultants). If any responsive documents have been destroyed, deleted, or are otherwise no longer available, Vantor shall identify such documents to the extent possible and describe the circumstances of their destruction, deletion, or unavailability.
Instruction No. 3 — Custodians. Without limiting the scope of search described in Instruction No. 2, Vantor shall specifically search the files, records, and communications (including email, text messages, instant messages, and voicemail) of the following custodians:
(a) Raymond Kettler, Chief Executive Officer and Chairman of the Board;
(b) Susan Hargrove, President and Chief Operating Officer;
(c) Nathan Orris, Senior Vice President, Valuation Services;
(d) Deepa Rajaram, Vice President, Client Valuation Operations;
(e) Timothy Falk, Chief Financial Officer; and
(f) Any other Vantor personnel who had involvement in servicing the Ironside account, performing valuation services for Fund I, Fund II, or Fund III, or who participated in decisions relating to the pricing, valuation, or reporting of positions held by any of the Funds.
Vantor is not limited to searching the files of the foregoing custodians and shall search the files of any other individuals whose files may contain responsive documents as indicated by Vantor's reasonable inquiry.
Instruction No. 4 — Form of Production. All documents shall be produced in their native electronic format, including all associated metadata, to the fullest extent practicable. Where production in native electronic format is not practicable (e.g., for paper documents that must be scanned), documents shall be produced in single-page Tagged Image File Format ("TIFF"), at a resolution of no less than 300 dots per inch, with load files containing extracted or OCR-generated text, all available metadata fields, and Bates numbers. All documents shall be Bates-numbered sequentially using the prefix "VHC-" (e.g., VHC-000001, VHC-000002, etc.). Each document shall be produced with its attachments, enclosures, and exhibits, and the relationship between parent documents and attachments shall be preserved in the load file. Spreadsheets, databases, and other dynamic files shall be produced in native format with all formulae, linked data, and embedded objects intact. If Vantor intends to produce documents in a format other than as specified herein, counsel shall meet and confer with Plaintiff's counsel prior to production.
Instruction No. 5 — Privilege Log. For any document or communication withheld in whole or in part on the basis of any privilege, including the attorney-client privilege, the attorney work product doctrine, or any other privilege or protection, Vantor shall prepare and produce a privilege log that identifies each withheld document with sufficient detail to allow Plaintiff and the Court to assess the applicability of the privilege asserted. At a minimum, the privilege log shall include the following information for each withheld document: (i) the date of the document or communication; (ii) the author or sender; (iii) all recipients, including individuals copied or blind-copied; (iv) a description of the subject matter of the document or communication that is sufficiently detailed to permit an assessment of the privilege claim without revealing privileged content; (v) the type of document (e.g., email, memorandum, letter); (vi) the specific privilege or protection asserted; and (vii) the factual basis for the privilege assertion, including the identity of the attorney involved and the nature of the legal advice sought or rendered. The privilege log shall be produced at the time of each document production, or at such other time as may be agreed by the parties or ordered by the Court.
Instruction No. 6 — Continuing Obligation. These Document Requests are continuing in nature pursuant to CPLR § 3101(h). If, after serving its initial response, Vantor identifies, locates, or receives additional documents responsive to any Request, or if the information previously provided becomes materially incomplete or inaccurate, Vantor shall promptly supplement its response and produce such additional documents to Plaintiff's counsel. This continuing obligation shall remain in effect through the conclusion of this litigation, including any appeals.
Instruction No. 7 — Construction. These Requests shall be construed broadly and liberally to effectuate their purpose of obtaining all documents relevant to the claims and defenses in this action. The terms "and" and "or" shall be construed conjunctively or disjunctively as necessary to make each Request inclusive rather than exclusive. The term "including" shall mean "including but not limited to" in every instance. The terms "any" and "all" shall be deemed interchangeable and shall each be construed to encompass both "any" and "all." The use of the singular shall include the plural, and the use of the plural shall include the singular. The use of any tense of any verb shall include all other tenses of that verb. The term "relating to" or "concerning" shall be construed broadly to mean referring to, reflecting, evidencing, describing, constituting, mentioning, created in connection with, pertaining to, or having any logical connection with the subject matter referenced.
DEFINITIONS
As used in these Document Requests, the following terms shall have the meanings set forth below:
Definition No. 1 — "Ironside" or "ICM" shall mean Ironside Capital Management LP, a Delaware limited partnership (DE LP File No. LP-2009-04817), with its principal office located at 680 Park Avenue, 34th Floor, New York, New York 10065, together with its officers, directors, general and limited partners, employees, agents, and representatives, including but not limited to the following individuals: Elliot Brennan (Managing Partner and Chief Investment Officer), Marguerite Dao (General Counsel), Rajiv Subramanian (Chief Financial Officer), Katherine Lim (Chief Compliance Officer), Derek Holt (Portfolio Manager, Fund I), Priya Venkatesh (Portfolio Manager, Fund II), and Marcus Threadgill (Portfolio Manager, Fund III).
Definition No. 2 — "Fund I" shall mean Ironside Credit Opportunities Fund LP, a Delaware limited partnership, which invests primarily in performing and stressed credit instruments including corporate loans, high-yield bonds, and CLO tranches, and which had an approximate Net Asset Value of $1.8 billion as of the end of the Relevant Period.
Definition No. 3 — "Fund II" shall mean Ironside Structured Alpha Fund LP, a Delaware limited partnership, which invests primarily in structured credit products including CDO tranches, asset-backed securities, and structured loan portfolios, and which had an approximate Net Asset Value of $1.1 billion as of the end of the Relevant Period.
Definition No. 4 — "Fund III" shall mean Ironside Special Situations Fund LP, a Delaware limited partnership, which invests primarily in distressed and special-situation credit opportunities including distressed loan participations, reorganization equity, and opportunistic structured credit, and which had an approximate Net Asset Value of $680 million as of the end of the Relevant Period. Fund III was added to the Master Fund Administration Agreement by the First Amendment dated March 1, 2019.
Definition No. 5 — "Funds" or "Ironside Funds" shall mean, collectively, Fund I, Fund II, and Fund III, as defined above.
Definition No. 6 — "Vantor" or "VHC" shall mean Vantor Holdings Corp., a Delaware corporation (DE Corp. File No. Corp-2012-07233), with its principal office located at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131, together with its officers, directors, employees, agents, subsidiaries (including any subsidiary or affiliated entity that performed any services for or on behalf of Vantor in connection with the Ironside account), affiliates, and representatives.
Definition No. 7 — "FAA" or "Master Fund Administration Agreement" shall mean the Master Fund Administration Agreement bearing Reference No. VHC-ICM-2017-0615, executed on June 15, 2017, between Ironside Capital Management LP (on behalf of Fund I, Fund II, and subsequently Fund III) and Vantor Holdings Corp., together with all amendments, supplements, side letters, addenda, schedules, and exhibits thereto, including but not limited to: (a) the First Amendment to the Master Fund Administration Agreement, dated March 1, 2019, pursuant to which Fund III was added to the Agreement; and (b) the Second Amendment to the Master Fund Administration Agreement, dated June 10, 2022, which confirmed the auto-renewal of the Agreement and effected a fee adjustment from 4.0 basis points to 4.5 basis points on aggregate administered Net Asset Value.
Definition No. 8 — "Relevant Period" shall mean the period from Q1 2021 (i.e., valuations dated as of March 31, 2021) through Q3 2023 (i.e., valuations dated as of September 30, 2023), encompassing a span of eleven (11) quarters: Q1 2021, Q2 2021, Q3 2021, Q4 2021, Q1 2022, Q2 2022, Q3 2022, Q4 2022, Q1 2023, Q2 2023, and Q3 2023.
Definition No. 9 — "Affected Positions" shall mean the forty-seven (47) illiquid credit and structured-product positions across the three Funds that were subject to misvaluation during the Relevant Period, as identified in the Verified Complaint and in Exhibit A thereto. The Affected Positions include, but are not limited to, CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations. The term "Affected Positions" also includes any position that was the subject of a pricing discrepancy, misvaluation, or Model Adjustment that is at issue in this action, whether or not such position is specifically identified in Exhibit A to the Verified Complaint.
Definition No. 10 — "Document" or "Documents" shall mean all written, recorded, or graphic materials of any kind, in any form or medium, whether created, sent, received, maintained, or stored in hard copy or electronically, including but not limited to: correspondence; memoranda; emails and email attachments; text messages; instant messages (including messages sent via Northgate Data Systems, Meridian Solutions, Westmark Services Inc. Chat, or any similar platform); reports; analyses; spreadsheets; financial models; presentations (including Northgate Services Inc. or similar presentations); meeting minutes and agendas; handwritten notes; calendars and calendar entries; recordings of any kind (audio, video, or screen recordings); voicemail messages; contracts, agreements, and amendments; invoices, billing statements, and payment records; organizational charts; policy and procedure manuals; training materials; and any other tangible or electronically stored information as that term is defined under the CPLR and applicable case law.
Definition No. 11 — "Communication" or "Communications" shall mean any transfer or exchange of information between or among two or more Persons, whether oral or written, and regardless of the medium or manner of transmission, including but not limited to: in-person conversations; telephone conversations; video conferences (including Calderon Software, Northgate Data Systems, or similar platforms); emails; text messages; instant messages; letters; memoranda; facsimile transmissions; and any other form of information exchange. With respect to oral Communications, this definition encompasses any documents that memorialize, summarize, record, or refer to such oral Communications.
Definition No. 12 — "Valuation Policy" shall mean the Ironside Valuation Policy, including version 3.2 effective January 1, 2020, and any prior or subsequent versions of such policy, as referenced in Section 4.2 of the FAA. The term includes all appendices, supplements, and interpretive guidance associated with the Valuation Policy.
Definition No. 13 — "NAV" shall mean Net Asset Value as calculated by Vantor for each of the Funds pursuant to the FAA, including the per-unit or per-share NAV and the aggregate fund-level NAV, as applicable.
Definition No. 14 — "Broker Quote" shall mean any price indication, price quote, indicative level, executable quote, or mark provided by a third-party broker, dealer, market-maker, or inter-dealer broker for any position held by any of the Funds, regardless of whether such quote was solicited or unsolicited, firm or indicative, and regardless of the method by which such quote was transmitted (e.g., email, Westmark Services Inc. message, telephone, electronic platform).
Definition No. 15 — "Model Adjustment" shall mean any internally generated adjustment, override, modification, supplement, or departure applied by Vantor (whether by any individual or through any automated process) to any Broker Quote, observable market input, pricing-service output, or other pricing data in connection with the valuation of any position held by any of the Funds. The term includes, without limitation, liquidity adjustments, credit adjustments, model-derived spreads, interpolated values, and any other subjective or discretionary modification to externally sourced pricing data.
Definition No. 16 — "Person" shall mean any natural person, corporation, limited liability company, partnership (whether general or limited), joint venture, trust, estate, unincorporated association, governmental entity or agency, or any other form of legal entity.
DOCUMENT REQUESTS
CATEGORY A: CONTRACTUAL AND GOVERNING DOCUMENTS (Requests Nos. 1–5)
Request No. 1:
All executed copies of the Master Fund Administration Agreement dated June 15, 2017 (Reference No. VHC-ICM-2017-0615), between Ironside Capital Management LP and Vantor Holdings Corp., together with all amendments, supplements, side letters, addenda, schedules, and exhibits thereto, including but not limited to the First Amendment to the Master Fund Administration Agreement dated March 1, 2019 (pursuant to which Fund III was added to the Agreement) and the Second Amendment to the Master Fund Administration Agreement dated June 10, 2022 (confirming the auto-renewal of the Agreement and effecting the fee adjustment from 4.0 basis points to 4.5 basis points on aggregate administered Net Asset Value).
Request No. 2:
All drafts, markup versions, tracked-changes versions, and redline comparisons of the FAA and each amendment thereto, including but not limited to any internal Vantor commentary, negotiation notes, term sheets, internal approvals, sign-off memoranda, board or management committee materials, or other documents reflecting the negotiation, review, approval, or execution of the terms of the FAA and each of its amendments. This Request also encompasses any communications between Vantor personnel and Vantor's legal counsel (to the extent not privileged) or business development personnel concerning the commercial terms or legal provisions of the FAA.
Request No. 3:
All copies of the Ironside Valuation Policy (including all versions, whether in draft or final form, and specifically including version 3.2 effective January 1, 2020) in Vantor's possession, custody, or control, together with any Vantor internal analysis, commentary, interpretation, implementation memoranda, training materials, or guidance documents prepared by or for Vantor personnel that relate to the interpretation, application, or implementation of the Valuation Policy in connection with Vantor's performance of valuation services for the Funds.
Request No. 4:
All service-level agreements, operating procedures manuals, standard operating procedures ("SOPs"), work instructions, desktop procedures, process flow diagrams, or internal policies and procedures governing or relating to Vantor's performance of Net Asset Value calculation and valuation services, whether applicable specifically to the Funds or to Vantor's alternative asset manager clients generally. This Request includes, without limitation, any documents that set forth the methodology, workflow, approval processes, escalation procedures, or quality control standards applicable to Vantor's valuation services function.
Request No. 5:
All fee schedules, rate cards, invoices, billing statements, credit memos, payment records, wire transfer confirmations, and any other documents reflecting fees charged by Vantor to Ironside or any of the Funds under the FAA from June 15, 2017, through October 10, 2023 (the date on which the transition of fund administration services to Meridian Investor Services LLC was completed). This Request includes, without limitation, all documentation supporting, explaining, or relating to the fee adjustment from 4.0 basis points to 4.5 basis points on aggregate administered Net Asset Value effected by the Second Amendment dated June 10, 2022, including any internal Vantor analyses, proposals, or presentations prepared in connection with such fee adjustment.
CATEGORY B: VALUATION MODELS AND PRICING METHODOLOGIES (Requests Nos. 6–15)
Request No. 6:
All valuation models, pricing models, and analytical tools, including but not limited to spreadsheets, databases, proprietary software applications, third-party software applications, and any custom-developed or configured tools, used by Vantor to price, value, or mark any of the forty-seven (47) Affected Positions during the Relevant Period. This Request includes all model documentation, user guides, technical specifications, validation reports, model governance records, change logs, version control records, and any other documents describing the design, functionality, inputs, outputs, assumptions, limitations, or validation of any such model or tool.
Request No. 7:
All documents reflecting, recording, or relating to the inputs, assumptions, parameters, and data sources used in any valuation model or pricing methodology applied by Vantor to any Affected Position during the Relevant Period. This Request includes, without limitation, documents identifying the source and vintage of market data, discount rates, default assumptions, recovery rate assumptions, prepayment speed assumptions, correlation assumptions, credit spread inputs, benchmark rates, and any other quantitative or qualitative inputs used in the valuation process.
Request No. 8:
All documents reflecting or relating to any Model Adjustment applied by Vantor to any Affected Position during the Relevant Period, including but not limited to: (a) the specific adjustment made and the magnitude thereof; (b) the rationale or justification for each adjustment, whether documented contemporaneously or at any subsequent time; (c) the identity of the person or persons who authorized, approved, or applied the adjustment; (d) any supporting analysis, memoranda, or calculations prepared in connection with the adjustment; and (e) any approvals or sign-offs obtained in connection with the adjustment. This Request encompasses all liquidity adjustments, credit adjustments, model overrides, and any other discretionary modifications applied to externally sourced pricing data.
Request No. 9:
All documents reflecting or relating to the waterfall valuation procedures required under the Ironside Valuation Policy (including version 3.2) and/or Section 4.2 of the FAA, as applied by Vantor to the Affected Positions during the Relevant Period. This Request includes any Vantor records, worksheets, checklists, or logs showing compliance or non-compliance with such waterfall procedures for each of the Affected Positions during each quarter of the Relevant Period, including any documentation of the determination at each step of the waterfall (e.g., the determination that a particular pricing source was unavailable or unreliable, necessitating progression to the next step in the waterfall).
Request No. 10:
All documents reflecting the classification of any position held by any of the Ironside Funds as Level 1, Level 2, or Level 3 under Accounting Standards Codification Topic 820, Fair Value Measurement ("ASC 820"), during the Relevant Period, including but not limited to: (a) the initial classification of each position; (b) any reclassification of any position between levels; (c) the reasons for any such reclassification; (d) any analysis performed in connection with the classification or reclassification determination; and (e) any internal or external reporting of the fair value hierarchy classification of Fund positions.
Request No. 11:
All Broker Quotes obtained, received, solicited, or considered by Vantor with respect to any Affected Position during the Relevant Period. For each such Broker Quote, this Request encompasses documents reflecting: (a) the date on which the Broker Quote was obtained or received; (b) the identity of the broker, dealer, or market-maker that provided the quote; (c) the quoted price, level, or range; (d) whether the quote was firm or indicative; (e) the as-of date to which the quote relates; (f) the method of transmission (e.g., email, Westmark Services Inc. message, telephone); and (g) any Vantor analysis or notation concerning the reliability, representativeness, or applicability of the Broker Quote.
Request No. 12:
All documents reflecting or relating to the age, staleness, or vintage of any Broker Quote used by Vantor to value any Affected Position during the Relevant Period, including but not limited to: (a) any records showing the date on which a Broker Quote was originally obtained compared to the valuation date for which the quote was used; (b) any records or analyses showing that Broker Quotes were six (6) months old or older at the time they were used as an input to the valuation of an Affected Position; (c) any internal Vantor policies, guidelines, or thresholds concerning the maximum permissible age of a Broker Quote; and (d) any exception reports or escalation records generated in connection with the use of stale Broker Quotes.
Request No. 13:
All documents reflecting Vantor's policies, procedures, practices, or guidelines for determining when a Broker Quote was stale, outdated, unreliable, or otherwise inappropriate for use as a pricing input, and for obtaining updated, refreshed, or replacement quotes. This Request includes any written policies, informal practices, emails or communications establishing or discussing such practices, and any records showing the implementation (or failure of implementation) of such policies or practices during the Relevant Period.
Request No. 14:
All documents reflecting independent price verification ("IPV") procedures performed by Vantor on any Affected Position during the Relevant Period, including but not limited to: (a) the identity of the individual or team that performed the IPV; (b) the methodology used for the IPV, including the sources of independent pricing data; (c) the results of each IPV, including any variance between the IPV result and Vantor's mark; (d) any actions taken as a result of the IPV findings, including any adjustments to marks; and (e) any policies or procedures governing the frequency, scope, and methodology of IPV at Vantor.
Request No. 15:
All documents reflecting any back-testing, variance analysis, profit-and-loss attribution analysis, or reconciliation performed by Vantor comparing its marks on any Affected Position to subsequent trade prices, actual settlement prices, market levels, or third-party valuations during the Relevant Period. This Request includes any periodic or ad hoc analyses of the accuracy of Vantor's marks, any reports generated from such analyses, and any actions taken or recommendations made as a result of such analyses.
CATEGORY C: NAV CALCULATIONS AND REPORTS (Requests Nos. 16–21)
Request No. 16:
All NAV calculation packages, position-level pricing reports, portfolio valuation summaries, and supporting working papers prepared by Vantor for each of Fund I, Fund II, and Fund III for each quarter-end during the Relevant Period (i.e., for each of the following eleven quarter-end dates: March 31, 2021; June 30, 2021; September 30, 2021; December 31, 2021; March 31, 2022; June 30, 2022; September 30, 2022; December 31, 2022; March 31, 2023; June 30, 2023; and September 30, 2023). This Request encompasses position-level detail showing the mark assigned to each position in the portfolio, the pricing source or methodology used, and the resulting contribution to NAV.
Request No. 17:
All NAV statements, capital account statements, investor-level account statements, investor reporting packages, and any other periodic or ad hoc reports prepared or distributed by Vantor for, on behalf of, or in connection with the Funds during the Relevant Period. This Request includes both reports distributed to investors and reports provided to Ironside management, as well as any cover letters, transmittal emails, or other communications accompanying such reports.
Request No. 18:
All documents reflecting any NAV adjustments, corrections, restatements, or revisions made by Vantor to previously reported NAV figures for any of the Funds at any time from Q1 2021 through the present date, including but not limited to: (a) the nature and amount of each adjustment; (b) the reason for the adjustment; (c) the positions or line items affected; (d) the identity of the person or persons who authorized the adjustment; (e) any communications with Ironside concerning the adjustment; and (f) any investor notifications issued in connection therewith.
Request No. 19:
All documents reflecting or relating to the aggregate administered Net Asset Value for the three Funds at each quarter-end during the Relevant Period, including any supporting calculations, reconciliation schedules, and summary reports. This Request also includes any internal Vantor reports or analyses tracking the aggregate administered NAV across the Ironside Funds over time.
Request No. 20:
All documents reflecting or relating to the calculation of management fees (calculated at a rate of 1.5% of NAV per annum) and performance or incentive allocations (calculated at 20% of net profits above a 6% annualized hurdle rate) for each Fund during the Relevant Period, to the extent that such calculations were performed, reviewed, verified, or approved by Vantor as part of its fund administration services under the FAA. This Request includes all worksheets, fee calculation reports, accrual schedules, crystallization analyses, and high-water mark calculations.
Request No. 21:
All documents reflecting investor subscription and redemption processing performed by Vantor for the Funds during the Relevant Period, including but not limited to: (a) the NAV per unit or per share at which each subscription or redemption was processed; (b) the date of each subscription or redemption; (c) the identity of the subscribing or redeeming investor; (d) the dollar amount of each subscription or redemption; and (e) any documents relating specifically to the two hundred seventeen (217) redemptions identified in the Verified Complaint as having been processed at overstated NAV during the Relevant Period. This Request includes any transfer agency records, subscription and redemption logs, trade blotters, and confirmation notices.
CATEGORY D: INTERNAL COMMUNICATIONS (Requests Nos. 22–32)
Request No. 22:
All Communications between or among Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations) concerning, referencing, or relating to the pricing or valuation of any Affected Position, or the valuation methodology, pricing sources, or Model Adjustments applicable to any Affected Position, during the Relevant Period. This Request includes all emails, text messages, instant messages, voicemails, memoranda, and any other form of Communication.
Request No. 23:
All Communications between or among Nathan Orris, Deepa Rajaram, and any other Vantor employee, officer, or director — including but not limited to Raymond Kettler (CEO & Chairman), Susan Hargrove (President & COO), and Timothy Falk (CFO) — concerning, referencing, or relating to the pricing or valuation of any position held by any of the Ironside Funds during the Relevant Period. This Request encompasses all Communications at any level of the Vantor organization concerning the Ironside valuation process, including any escalation, review, or oversight Communications.
Request No. 24:
All internal Vantor Communications, including but not limited to emails, instant messages, memoranda, meeting notes, and presentations, that reference, discuss, or analyze the accuracy, reliability, appropriateness, or defensibility of the marks assigned to any Affected Position during the Relevant Period. This Request includes Communications expressing agreement, disagreement, or uncertainty concerning any such mark.
Request No. 25:
All internal Vantor Communications, including but not limited to emails, instant messages, memoranda, and meeting notes, reflecting awareness, concern, suspicion, or discussion that any marks on positions held by the Ironside Funds were inflated, overstated, unsupported by market data, or not reflective of fair value during the Relevant Period. This Request includes Communications in which any Vantor employee or officer raised or acknowledged a concern about the accuracy of Ironside Fund valuations, whether or not such concern was formally escalated.
Request No. 26:
All internal Vantor Communications referencing, discussing, or relating to the use of stale Broker Quotes in connection with the valuation of any Affected Position during the Relevant Period, including but not limited to Communications concerning the use of Broker Quotes that were six (6) months old or older at the time of their use, Communications discussing the absence of current Broker Quotes for any Affected Position, and Communications concerning any decision to continue using a stale Broker Quote rather than obtaining a refreshed quote or employing an alternative pricing methodology.
Request No. 27:
All internal Vantor Communications referencing, discussing, or relating to the application of Model Adjustments to any Affected Position during the Relevant Period, including but not limited to any Communications reflecting that such Model Adjustments inflated marks above the levels indicated by observable market inputs, Broker Quotes, or pricing-service outputs, and any Communications discussing the rationale, authorization, or review of such Model Adjustments.
Request No. 28:
All internal Vantor Communications referencing, discussing, or relating to any failure, decision, or omission to apply the waterfall valuation procedures required under the Ironside Valuation Policy (including version 3.2) or Section 4.2 of the FAA, including any Communications in which Vantor personnel discussed, acknowledged, or addressed deviations from the prescribed waterfall methodology, and any Communications concerning the substitution of alternative procedures for the contractually required waterfall procedures.
Request No. 29:
All internal Vantor Communications referencing, discussing, or relating to the concealment from Ironside of any information concerning: (a) the valuation methodologies applied to the Affected Positions; (b) the pricing sources used for the Affected Positions; (c) the application of Model Adjustments to the Affected Positions; (d) the use of stale Broker Quotes; (e) any known deficiencies or limitations in Vantor's valuation process; or (f) any other information material to Ironside's ability to evaluate the accuracy or reliability of the NAV calculations provided by Vantor. This Request includes any Communications reflecting a decision, instruction, or agreement to withhold information from Ironside, to provide incomplete or misleading information to Ironside, or to limit the scope or detail of information shared with Ironside concerning the valuation process.
Request No. 30:
All Communications between any Vantor officer, employee, or agent and Vantor's auditor, Fenton Graff & Associates LLP, concerning the valuation of any position held by any of the Ironside Funds, the adequacy, design, or operating effectiveness of Vantor's valuation procedures, any audit findings or observations relating to Vantor's valuation services, or any other matter relating to the accuracy or reliability of the NAV calculations provided to the Ironside Funds, at any time from January 1, 2017, through the present. This Request includes audit planning Communications, management representation letters, audit inquiry responses, and any Communications concerning audit adjustments or management letter comments related to the valuation function.
Request No. 31:
All Communications between any Vantor officer, employee, or agent and any third-party broker, dealer, inter-dealer broker, market-maker, or pricing service concerning the valuation of any Affected Position during the Relevant Period, including any solicitation or receipt of Broker Quotes, any inquiry concerning the basis or methodology underlying a Broker Quote, and any negotiation, discussion, or dispute concerning the level or reliability of a Broker Quote.
Request No. 32:
All internal Vantor Communications referencing, discussing, or relating to Ironside, ICM, Fund I, Fund II, Fund III, or any of the following Ironside personnel: Elliot Brennan, Marguerite Dao, Rajiv Subramanian, Katherine Lim, Derek Holt, Priya Venkatesh, and Marcus Threadgill, during the period from July 1, 2023, through October 31, 2023. This Request is directed specifically to Communications relating to the discovery of pricing discrepancies in the Ironside portfolio, Ironside's inquiries concerning valuation documentation, the adequacy of Vantor's response to such inquiries, the termination of the FAA, the transition of services to Meridian Investor Services LLC, and any internal discussions concerning Vantor's potential exposure to claims arising from the Ironside relationship.
CATEGORY E: COMMUNICATIONS WITH IRONSIDE (Requests Nos. 33–38)
Request No. 33:
All Communications between Vantor (including any Vantor officer, employee, or agent) and Ironside (including any Ironside officer, employee, or agent) concerning, referencing, or relating to the pricing or valuation of any position held by any of the Funds during the Relevant Period, including but not limited to Communications concerning pricing methodologies, pricing sources, valuation inputs, NAV calculations, and the valuation of individual positions or groups of positions.
Request No. 34:
All Communications between Vantor and Ironside concerning the approximately $12.6 million pricing discrepancy identified by Ironside's Chief Financial Officer, Rajiv Subramanian, in or about July 2023, with respect to seven CLO equity positions held by the Funds. This Request includes all Communications in which the discrepancy was first raised, all follow-up Communications, all Vantor internal Communications discussing or responding to the discrepancy, and all documents reflecting the results of any investigation or review conducted by Vantor in response to the identified discrepancy.
Request No. 35:
All documents constituting or relating to Ironside's written inquiry to Nathan Orris dated August 4, 2023, in which Ironside requested supporting documentation for twenty-three (23) positions held by the Funds, including: (a) the original written inquiry; (b) all internal Vantor Communications discussing, reviewing, or preparing a response to the inquiry; (c) all drafts of Vantor's response; (d) the response delivered by Vantor on or about August 18, 2023, which provided pricing packages for only nine (9) of the twenty-three (23) requested positions; (e) all supporting documentation, working papers, and analyses gathered or prepared in connection with the response; and (f) all Communications between Vantor and Ironside concerning the completeness or adequacy of the August 18, 2023 response.
Request No. 36:
All Communications between Vantor and Ironside during the period from August 1, 2023, through October 31, 2023, relating to the adequacy, completeness, or accuracy of Vantor's valuation documentation, Ironside's request for supporting documentation, the identified pricing discrepancies, the potential scope of misvaluation across the Funds, or the termination of the FAA and transition of services.
Request No. 37:
All documents constituting or relating to Ironside's Notice of Termination for Cause dated October 3, 2023, issued pursuant to Section 12.2 of the FAA, including: (a) the Notice of Termination itself; (b) all internal Vantor Communications concerning the receipt, review, analysis, or response to the Notice of Termination; (c) any written response by Vantor to the Notice of Termination; (d) any internal Vantor analysis of whether the termination was valid under the terms of the FAA; and (e) any Communications between Vantor and its legal counsel concerning the Notice of Termination, to the extent such Communications are not protected by attorney-client privilege.
Request No. 38:
All documents relating to the transition of fund administration services from Vantor to Meridian Investor Services LLC (CEO: Anne-Claire Dupont) on or about October 10, 2023, including but not limited to: (a) transition plans, timelines, and task lists; (b) data transfer records, including inventories of data, files, and records transferred to Meridian; (c) reconciliation schedules and reports prepared in connection with the transition; (d) all Communications between Vantor and Meridian concerning the transition, including any discussions of data integrity, data completeness, or outstanding items; (e) all Communications between Vantor and Ironside concerning the transition; and (f) any internal Vantor analyses or memoranda concerning the transition process or the completeness of the information transferred to Meridian.
CATEGORY F: QUALITY CONTROL AND COMPLIANCE (Requests Nos. 39–44)
Request No. 39:
All documents reflecting Vantor's internal quality control, quality assurance, or supervisory review procedures applicable to valuation services during the Relevant Period, including but not limited to checklists, sign-off protocols, maker-checker procedures, four-eye review requirements, exception reports, tolerance thresholds, and escalation procedures. This Request encompasses both the written policies and procedures themselves and any records generated from the application of such policies and procedures to the Ironside Funds.
Request No. 40:
All documents reflecting any internal audit, compliance review, risk management assessment, or management self-assessment conducted by or on behalf of Vantor concerning its valuation services function, the accuracy or reliability of its NAV calculations, or the adequacy of its valuation controls, at any time from January 1, 2019, through the present. This Request includes all audit reports, compliance review memoranda, risk assessment findings, management action plans, remediation tracking documents, and follow-up or closure documentation associated with any such review.
Request No. 41:
All documents reflecting any complaint, concern, grievance, escalation, whistleblower report, or other expression of dissatisfaction — whether from an internal source (including any Vantor employee, officer, or director) or from any external source (including any Vantor client, investor, or regulator) — regarding the accuracy, reliability, timeliness, or methodology of Vantor's valuation services, at any time from January 1, 2019, through the present. This Request includes any formal complaints, informal expressions of concern (such as emails or memoranda), incident reports, and all internal Vantor Communications discussing or responding to any such complaint or concern.
Request No. 42:
All documents reflecting the training, qualifications, certifications, professional licenses, and relevant experience of Vantor personnel who were involved in performing valuation services for the Funds during the Relevant Period, including but not limited to Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations). This Request includes personnel files (to the extent relevant to qualifications and training), resumes or curricula vitae, training records, continuing education records, and records of any professional designations (e.g., CFA, CPA, FRM) held by such personnel.
Request No. 43:
All documents reflecting any disciplinary action, performance review notation, performance improvement plan, warning, reprimand, termination, or other adverse personnel action taken against any Vantor employee in connection with the Ironside account, the valuation issues alleged in this action, or the events giving rise to this litigation. This Request includes all human resources records, investigative reports, interview notes, and management memoranda relating to any such action.
Request No. 44:
All documents reflecting Vantor's policies, procedures, practices, or guidelines for escalating valuation discrepancies, disagreements, anomalies, or exceptions to senior management, the client, or any oversight or governance body (including any valuation committee, risk committee, or board committee), including any records reflecting the application (or non-application) of such procedures during the Relevant Period with respect to the Ironside Funds.
CATEGORY G: FINANCIAL AND BUSINESS RECORDS (Requests Nos. 45–48)
Request No. 45:
All documents reflecting the total number of hedge fund or alternative investment fund clients serviced by Vantor, the total assets under administration, and the total revenue derived from fund administration services by Vantor for each fiscal year from 2017 through 2024, inclusive. This Request is directed to information necessary to establish the scope and scale of Vantor's fund administration business, including the approximate 140 clients and approximately $62 billion in administered assets reported as of 2023, and is relevant to Vantor's representations concerning its capabilities, resources, and experience.
Request No. 46:
All documents reflecting the profitability of the Ironside account to Vantor, including but not limited to internal revenue analyses, cost allocations, margin calculations, client profitability reports, account review summaries, and any other financial analyses prepared by Vantor assessing the economic value of the Ironside relationship.
Request No. 47:
All documents relating to any insurance policy maintained by Vantor that may provide coverage for the claims asserted in this action or for the underlying events giving rise to this action, including but not limited to: (a) the directors' and officers' liability insurance policy issued by Veltrano Mutual Insurance Co., Hartford, Connecticut, with a policy limit of $50 million per occurrence, together with all endorsements, amendments, declarations pages, and renewal documentation; (b) any errors and omissions or professional liability insurance policies; (c) any commercial general liability policies; and (d) any excess or umbrella policies. For each such policy, Vantor shall produce the complete policy, including all endorsements and amendments, and all declarations pages reflecting coverage during the period from January 1, 2021, through the present.
Request No. 48:
All Communications between Vantor and Veltrano Mutual Insurance Co. (or any broker, agent, or intermediary acting on behalf of either party) concerning this action, the underlying events giving rise to this action, or any potential claims by Ironside or its investors, including but not limited to: (a) any notice of claim or notice of circumstances; (b) any acknowledgment of receipt of such notice; (c) any reservation of rights letters; (d) any coverage opinions or coverage determinations; (e) any requests for information or documentation by the insurer; and (f) any Communications concerning the selection, appointment, or direction of defense counsel.
CATEGORY H: THIRD-PARTY RELATIONSHIPS AND COMPARABLE CLIENTS (Requests Nos. 49–51)
Request No. 49:
All documents reflecting the identity of all third-party pricing sources, data vendors, pricing services, brokers, dealers, inter-dealer brokers, or market-makers from whom Vantor obtained pricing information for the types of instruments held by the Funds — including CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations — during the Relevant Period. This Request includes any contracts, subscription agreements, service agreements, or engagement letters with such pricing sources, as well as any documents describing the scope, methodology, or limitations of the pricing information provided by each such source.
Request No. 50:
All documents reflecting whether Vantor applied the same or similar valuation methodologies, Model Adjustments, Broker Quote practices, or waterfall procedures to the portfolios of other Vantor clients as were applied to the Ironside Funds during the Relevant Period, including any comparative analyses, consistency reviews, or cross-client benchmarking studies. To the extent that the identification of specific other clients raises confidentiality concerns, Vantor may anonymize such documents by redacting client names and substituting generic identifiers (e.g., "Client A," "Client B"), provided that the substantive content of the documents is preserved and the documents are otherwise produced in unredacted form.
Request No. 51:
All documents reflecting Communications with, reports to, submissions to, or inquiries from any regulatory authority — including but not limited to the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, state securities regulators, and any foreign financial regulatory authority — concerning Vantor's valuation services, fund administration services, or the accuracy of NAV calculations, including but not limited to any examination findings, deficiency letters, comment letters, enforcement actions, voluntary disclosures, or self-reports, from January 1, 2019, through the present.
CATEGORY I: LITIGATION AND PRIVILEGE (Request No. 52)
Request No. 52:
All documents reflecting Vantor's engagement of Whitfield, Dane & Corcoran LLP, or any other counsel, in connection with the events giving rise to this action, the Ironside relationship, or the valuation issues alleged in this action, to the extent that such documents are not protected by the attorney-client privilege or the attorney work product doctrine. This Request includes, without limitation, engagement letters, fee agreements, and retention correspondence, as well as any non-privileged communications with counsel concerning the factual matters at issue. For any document withheld in whole or in part on the basis of attorney-client privilege, the attorney work product doctrine, or any other privilege or protection, Vantor shall provide a detailed privilege log in compliance with CPLR § 3122, containing the information specified in Instruction No. 5 above. Ironside reserves the right to challenge the assertion of privilege with respect to any document listed on the privilege log.
CERTIFICATION
CALDERWOOD & HARKNESS LLP Attorneys for Plaintiff Ironside Capital Management LP
By: ________
Samuel Eklund, Esq. (Responsible Partner)
By: ________
Yuki Nakamura, Esq. (Lead Associate — On the Brief)
By: ________
Carlos Espinoza, Esq. (Working Associate — On the Brief)
Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 554-7800 Facsimile: (212) 554-7801
Email: seklund@calderwoodharkness.com
Email: ynakamura@calderwoodharkness.com
Email: cespinoza@calderwoodharkness.com
Dated: February 15, 2025
NOTE: This document is a DRAFT and is subject to revision upon the Court's ruling on Defendant's Motion to Dismiss (filed February 28, 2025; oral argument scheduled April 14, 2025) and the entry of a Preliminary Conference Order setting the discovery schedule. This document constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by attorneys and authorized personnel at Calderwood & Harkness LLP and Ironside Capital Management LP and shall not be disclosed to any third party without the prior written consent of counsel.
CERTIFICATE OF SERVICE
CERTIFICATE OF SERVICE
I, Carlos Espinoza, hereby certify that on ____, 2025, a true and correct copy of the foregoing Plaintiff's First Set of Document Requests to Defendant Vantor Holdings Corp. was served upon counsel for Defendant by the following method:
Method of Service: [To be determined — CPLR-compliant method to be selected prior to service]
Served Upon:
Gregory Dane, Esq. Whitfield, Dane & Corcoran LLP 200 South Biscayne Boulevard, Suite 3600 Miami, Florida 33131 Telephone: (305) 478-2200
Email: gdane@whitfielddane.com
Attorneys for Defendant Vantor Holdings Corp.
________________________________________
Carlos Espinoza, Esq. Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, New York 10019
Dated: ____, 2025
IRONSIDE CAPITAL MANAGEMENT LP,
Index No. 650312/2025
Plaintiff,
Assigned Justice:
-against- | Hon. Richard Torrance, J.S.C.
VANTOR HOLDINGS CORP.,
Defendant.
Role | Attorney
Responsible Partner | Samuel Eklund, Esq.
Billing Partner | Linda Osei, Esq.
Lead Associate | Yuki Nakamura, Esq.
Working Associate | Carlos Espinoza, Esq.

ATTORNEY WORK PRODUCT / PRIVILEGED AND CONFIDENTIAL

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK COMMERCIAL DIVISION

PLAINTIFF'S FIRST SET OF DOCUMENT REQUESTS TO DEFENDANT VANTOR HOLDINGS CORP.

PRELIMINARY STATEMENT

INSTRUCTIONS

DEFINITIONS

DOCUMENT REQUESTS

CERTIFICATION

CERTIFICATE OF SERVICE

CERTIFICATE OF SERVICE

IRONSIDE CAPITAL MANAGEMENT LP,

VANTOR HOLDINGS CORP.,

Record

Parties

Dates

Amounts