DRAFT — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL

DRAFT — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION
Ironside Capital Management LP, on behalf of itself and Ironside Credit Opportunities Fund LP, Ironside Structured Alpha Fund LP, and Ironside Special Situations Fund LP,
Plaintiff,
– against –
Vantor Holdings Corp.,
Defendant.
Index No. 650312/2025 Hon. Richard Torrance, J.S.C.
PLAINTIFF'S FIRST SET OF INTERROGATORIES TO DEFENDANT VANTOR HOLDINGS CORP.
February 15, 2025
Prepared by: Carlos Espinoza, Associate, Calderwood & Harkness LLP Reviewed by: Yuki Nakamura, Lead Associate, Calderwood & Harkness LLP Status: DRAFT — To be finalized and served after resolution of Vantor's pending Motion to Dismiss (oral argument scheduled April 14, 2025)
PRELIMINARY STATEMENT
Plaintiff Ironside Capital Management LP ("Ironside" or "Plaintiff"), by and through its attorneys, Calderwood & Harkness LLP, 51 West 52nd Street, 40th Floor, New York, New York 10019, hereby serves its First Set of Interrogatories upon Defendant Vantor Holdings Corp. ("Vantor" or "Defendant") pursuant to Section 3130 of the New York Civil Practice Law and Rules ("CPLR") and the rules of the Commercial Division of the Supreme Court of the State of New York, New York County.
This action arises from 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 alleged in the Verified Complaint, Vantor's repeated use of stale broker quotes, undisclosed model adjustments, and departures from the contractually required waterfall valuation procedures resulted in the persistent overvaluation of forty-seven illiquid positions, causing aggregate losses to the Ironside Funds and their limited partners of approximately $287 million.
The relationship between Ironside and Vantor was governed by the Master Fund Administration Agreement dated June 15, 2017 (Ref: VHC-ICM-2017-0615) (the "FAA"), as amended by the First Amendment dated March 1, 2019 (adding Fund III as a covered fund vehicle) and the Second Amendment dated June 10, 2022 (adjusting the administration fee from 4.0 basis points to 4.5 basis points on aggregate administered NAV and confirming automatic renewal provisions). Under the FAA, Vantor assumed express obligations to value the Ironside Funds' portfolio positions in accordance with the Ironside Valuation Policy (version 3.2, effective January 1, 2020), Generally Accepted Accounting Principles ("GAAP"), including ASC 820 (Fair Value Measurement), and the specific waterfall valuation procedures set forth in Section 4.2 of the FAA.
On January 21, 2025, Ironside filed its Verified Complaint in this action, Index No. 650312/2025, asserting seven causes of action against Vantor: (1) fraud; (2) fraudulent concealment; (3) negligent misrepresentation; (4) breach of contract; (5) breach of fiduciary duty; (6) aiding and abetting fraud; and (7) unjust enrichment. These interrogatories are propounded in furtherance of Ironside's claims and are designed to elicit facts within Vantor's knowledge, possession, custody, or control that are material and necessary to the prosecution of this action and the preparation for trial.
DEFINITIONS
As used in these Interrogatories, the following terms shall have the meanings set forth below. These definitions are intended to be broadly construed and are not intended to limit the scope of any interrogatory:
1.  "FAA" means the Master Fund Administration Agreement dated June 15, 2017, between Ironside Capital Management LP (on behalf of Funds I, II, and III) and Vantor Holdings Corp., Ref: VHC-ICM-2017-0615, including all exhibits, schedules, and appendices thereto, together with the First Amendment dated March 1, 2019 (which added Ironside Special Situations Fund LP as a covered fund vehicle) and the Second Amendment dated June 10, 2022 (which adjusted the administration fee from 4.0 basis points to 4.5 basis points on aggregate administered NAV and confirmed automatic renewal provisions), and any and all other amendments, modifications, supplements, or side letters related thereto.
2.  "Relevant Period" means the period from the first quarter of 2021 (valuations dated March 31, 2021) through the third quarter of 2023 (valuations dated September 30, 2023), encompassing eleven consecutive quarterly valuation cycles.
3.  "Ironside Funds" or "Funds" means, collectively, Ironside Credit Opportunities Fund LP ("Fund I"), Ironside Structured Alpha Fund LP ("Fund II"), and Ironside Special Situations Fund LP ("Fund III").
4.  "Affected Positions" means the forty-seven (47) illiquid credit and structured-product positions identified in the preliminary report prepared by Harmon-Bryce Valuation Advisors LLC dated September 22, 2023 (Ref: HBVA-2023-0922-IRON), including but not limited to CLO equity tranches, bespoke CDO mezzanine notes, and distressed loan participations, as further specified in Exhibit A to the Verified Complaint.
5.  "Communication" means any written, electronic, or oral exchange of information between two or more Persons, including but not limited to emails, letters, memoranda, instant messages (including but not limited to Westmark Services Inc. chat, Northgate Data Systems messages, and Meridian Solutions messages), text messages (including SMS and MMS), meeting notes, minutes of meetings, telephone logs, voicemail messages, video conference records, and any other form of correspondence or exchange of information, whether formal or informal.
6.  "Document" has the meaning set forth in CPLR § 3120 and includes, without limitation, all writings, drawings, graphs, charts, photographs, recordings, electronically stored information ("ESI"), and tangible things, in whatever medium, including originals, copies, drafts, and metadata.
7.  "You," "Your," "Vantor," or "Defendant" means Vantor Holdings Corp., a Delaware corporation with its principal place of business at 350 Park Avenue, 28th Floor, New York, New York 10022, and includes its officers, directors, employees, agents, representatives, predecessors, successors, subsidiaries, and affiliates, whether acting in their individual or official capacities.
8.  "Ironside" or "Plaintiff" means Ironside Capital Management LP, a Delaware limited partnership, together with its affiliated fund vehicles, including Fund I, Fund II, and Fund III, and their respective general partners, officers, directors, employees, agents, and representatives.
9.  "Person" means any natural person, corporation, limited liability company, partnership (whether general or limited), joint venture, association, trust, governmental entity, agency, or instrumentality, or any other legal or commercial entity.
10.  "Identify" (as to a Person) means to state the Person's full legal name, title or position, employer or business affiliation, current business address, telephone number, and email address. If the Person is no longer employed by or affiliated with the entity referenced, state the Person's last known address and the dates of employment or affiliation.
11.  "Identify" (as to a Document) means to state the Document's title or description, author(s), recipient(s), date of creation or communication, Bates number or production number (if produced or designated for production), custodian, current location or repository, and the general subject matter of the Document.
12.  "Valuation Policy" means the Ironside Valuation Policy, version 3.2, effective January 1, 2020, including all appendices and schedules thereto, as referenced and incorporated by reference in FAA § 4.2, and any subsequent amendments, supplements, or revisions thereto.
13.  "Model Adjustments" means any internally generated adjustments, overrides, manual inputs, or modifications applied by Vantor personnel to pricing inputs, Broker Quotes, model outputs, or any other valuation data that resulted in a valuation mark for any position that differed from the unadjusted input, quote, or model output, regardless of the direction or magnitude of such adjustment.
14.  "Broker Quotes" means any pricing indication, executable or indicative quote, bid, offer, mid-market mark, composite price, or valuation mark provided by a third-party broker, dealer, market maker, inter-dealer broker, or pricing service (including but not limited to Hollowell Solutions, Thackeray Data Systems, Fenmore Consulting Group, and any other vendor) used in connection with valuing any of the Affected Positions.
15.  "NAV" means Net Asset Value, as that term is defined in the FAA and the Valuation Policy.
16.  "Level 2 Assets" and "Level 3 Assets" have the meanings ascribed to those terms under the Financial Accounting Standards Board's Accounting Standards Codification Topic 820, Fair Value Measurement ("ASC 820"), and as those terms are used in the Valuation Policy. For the avoidance of doubt, "Level 2 Assets" refers to assets valued using observable inputs other than quoted prices in active markets, and "Level 3 Assets" refers to assets valued using unobservable inputs reflecting the reporting entity's own assumptions.
INSTRUCTIONS
The following instructions apply to each and every Interrogatory set forth herein:
1.  These Interrogatories are to be answered separately, fully, and under oath by an officer or agent of Vantor Holdings Corp. having knowledge of the facts, pursuant to CPLR § 3133. Answers shall be based upon all information within the knowledge, possession, custody, or control of Vantor, including information known to or in the possession of Vantor's officers, directors, employees, agents, representatives, attorneys (to the extent not privileged), consultants, accountants, and any other Persons acting on Vantor's behalf.
2.  Each Interrogatory is deemed continuing in nature pursuant to CPLR § 3101(h). Vantor is required to supplement, amend, or correct its answers promptly as additional or corrective information becomes available, and to serve such supplemental answers upon Plaintiff's counsel without awaiting a further request.
3.  If any Interrogatory cannot be answered in full, Vantor shall answer to the fullest extent possible and shall explain with specificity why the answer is incomplete. In providing such explanation, Vantor shall identify any Documents or Persons that would enable a more complete answer and shall describe the efforts undertaken to obtain the necessary information.
4.  If Vantor objects to any Interrogatory, in whole or in part, Vantor shall state the objection with specificity and shall nonetheless answer the Interrogatory to the extent not subject to the objection. General or boilerplate objections without a specific factual basis are insufficient and shall be deemed waived.
5.  If Vantor claims any privilege, work-product protection, or other protection from disclosure in response to any Interrogatory, Vantor shall provide a privilege log entry for each response or portion thereof withheld on the basis of such claim. Each privilege log entry shall include, at a minimum: (a) the nature of the privilege or protection asserted; (b) the date of the withheld information or Communication; (c) the author or source of the withheld information; (d) the recipient(s) of the withheld information; (e) a description of the subject matter of the withheld information sufficient to enable Plaintiff to assess the claim of privilege; and (f) the legal basis for the asserted privilege or protection.
6.  Where an Interrogatory seeks the identification of Persons, Vantor shall provide the requested information for all Persons who have knowledge relevant to the subject matter of the Interrogatory, including former employees, former agents, and former contractors of Vantor, regardless of whether such Persons are currently employed by or affiliated with Vantor.
7.  The defined terms set forth in the Definitions section above are incorporated into each Interrogatory. The use of defined terms is not intended to narrow the scope of any request; where a defined term is used, it is intended as a convenient shorthand and shall be construed broadly and in accordance with the definition provided.
8.  These Interrogatories are addressed to Vantor Holdings Corp. and shall be answered by officers or agents of Vantor having knowledge of the facts sought, including but not limited to: Raymond Kettler (Chief Executive Officer and Chairman), Susan Hargrove (President and Chief Operating Officer), Nathan Orris (Senior Vice President, Valuation Services), Deepa Rajaram (Vice President, Client Valuation Operations), and Timothy Falk (Chief Financial Officer). To the extent that different individuals possess knowledge responsive to different Interrogatories, Vantor shall ensure that all responsive information from all knowledgeable individuals is gathered and incorporated into its answers.
9.  Unless otherwise specified, the time period covered by each Interrogatory is the Relevant Period (Q1 2021 through Q3 2023). Where an Interrogatory expressly specifies a different or broader time period, that specification shall control.
10.  The singular form of any word shall include the plural, and the plural shall include the singular. The terms "and" and "or" shall be construed both conjunctively and disjunctively so as to bring within the scope of each Interrogatory all information that might otherwise be construed to fall outside its scope.
INTERROGATORIES
INTERROGATORY NO. 1: Identification of All Vantor Personnel Involved in Ironside Valuations
Identify each and every Person employed by, contracted with, engaged by, or otherwise retained by Vantor who participated in, supervised, reviewed, approved, quality-checked, or had any role whatsoever in the pricing, valuation, mark verification, NAV calculation, or NAV reporting for any of the Ironside Funds during the Relevant Period (Q1 2021 through Q3 2023).
For each such Person, state the following:
(a) the Person's full legal name;
(b) the Person's title or position at Vantor during the Relevant Period;
(c) the dates of the Person's employment, engagement, or retention by Vantor (including start date and, if applicable, separation date);
(d) the specific Ironside Fund(s) on which the Person worked (Fund I, Fund II, Fund III, or all three);
(e) the nature and scope of the Person's role with respect to the Ironside account (e.g., pricing analyst, valuation reviewer, senior supervisor, approver, quality control reviewer, technology support, or other role);
(f) the Person's direct supervisor with respect to the Ironside account;
(g) whether the Person is currently employed by Vantor and, if not, the date and circumstances of the Person's departure (including whether the departure was voluntary or involuntary); and
(h) the Person's current contact information, including business address, telephone number, and email address, to the extent known to Vantor.
Without limiting the generality of the foregoing, this Interrogatory specifically requests the identification of Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations), together with a detailed description of their respective roles and supervisory responsibilities for the Ironside account during the Relevant Period, including whether either individual served as the primary client contact, the lead valuation officer, or the final approver for Ironside Fund NAV calculations.
INTERROGATORY NO. 2: Organizational Structure of Vantor's Valuation Services Group
Describe in detail the organizational structure of Vantor's Valuation Services group as it existed during the Relevant Period, including:
(a) the reporting lines and supervisory hierarchy within the Valuation Services group, from the most junior analyst to the most senior officer with oversight responsibility;
(b) the identity of the head of the Valuation Services group at all times during the Relevant Period, including any changes in leadership;
(c) the identity and composition of any committees, oversight bodies, or governance structures (e.g., valuation committee, pricing committee, risk oversight committee, or equivalent body) that reviewed, approved, challenged, or had authority over valuations for the Ironside Funds during the Relevant Period, together with a description of each such body's mandate, meeting frequency, membership, and decision-making authority;
(d) any changes to the organizational structure of the Valuation Services group during the Relevant Period, including reorganizations, mergers of business units, additions or eliminations of positions, and changes in reporting lines, together with the dates and reasons for such changes; and
(e) the relationship, if any, between the Valuation Services group and other Vantor departments or business units (e.g., compliance, risk management, technology, client services) with respect to the valuation of Ironside Fund positions.
State whether Nathan Orris served as the lead contact for the Ironside account during the entire Relevant Period and, if not, identify any other individual(s) who served in that capacity and the dates of their respective tenures. State whether Deepa Rajaram was the day-to-day supervisor for the Ironside portfolios throughout the entire Relevant Period and, if not, identify any other individual(s) who held that role and the dates of their respective tenures.
INTERROGATORY NO. 3: Vantor's Valuation Methodology for Illiquid Credit and Structured Products
Describe in detail the valuation methodologies, models, pricing approaches, and procedures that Vantor employed to price Level 2 and Level 3 assets held by the Ironside Funds during the Relevant Period, including but not limited to:
(a) the specific models or analytical frameworks used (e.g., discounted cash flow models, comparable transaction analyses, option-adjusted spread models, Monte Carlo simulations, or other quantitative or qualitative approaches);
(b) the inputs to each model, including the sources of such inputs, the frequency with which inputs were updated, and the criteria for selecting among competing inputs;
(c) the process for classifying positions within the ASC 820 fair value hierarchy (Level 1, Level 2, or Level 3), including any reclassifications that occurred during the Relevant Period and the reasons therefor; and
(d) the process for documenting and recording the valuation methodology applied to each position.
Specify, with particularity, the steps Vantor followed in applying the waterfall valuation procedures required under the Ironside Valuation Policy (version 3.2, effective January 1, 2020) and FAA § 4.2, including: (i) the order of priority among pricing sources; (ii) the criteria for advancing from one level of the waterfall to the next; (iii) the documentation required at each level; and (iv) the approval required before departing from the primary pricing source.
Identify any and all deviations from the contractually required waterfall valuation procedures that occurred during the Relevant Period. For each such deviation, state:
(a) the nature and substance of the deviation;
(b) the date(s) on which the deviation occurred;
(c) the specific Affected Position(s) to which the deviation applied;
(d) the Person(s) who authorized or directed the deviation;
(e) the rationale or justification for the deviation; and
(f) whether the deviation was disclosed to Ironside, and if so, the date and manner of disclosure.
INTERROGATORY NO. 4: Third-Party Pricing Sources and Broker Quotes
Identify each and every third-party pricing source, broker, dealer, inter-dealer broker, market maker, pricing service, pricing vendor, or other external source from which Vantor obtained Broker Quotes or other pricing indications used in valuing any of the forty-seven (47) Affected Positions during the Relevant Period.
For each such source, state:
(a) the full legal name and contact information of the source;
(b) the specific Affected Position(s) for which quotes or pricing indications were obtained from that source;
(c) the frequency with which Vantor obtained quotes or pricing indications from that source (e.g., daily, weekly, monthly, quarterly, or on an ad hoc basis);
(d) the dates of the most recent quote or pricing indication obtained from that source prior to each quarterly valuation date during the Relevant Period (i.e., March 31, June 30, September 30, and December 31 of each applicable year);
(e) the nature of the quote or pricing indication provided (e.g., executable bid, indicative bid, mid-market mark, composite price, or other);
(f) whether the source was compensated by Vantor for providing the quote or pricing indication, and if so, the amount and terms of such compensation; and
(g) whether Vantor had any agreement, arrangement, or understanding with the source regarding the provision of quotes, including any written engagement letters, subscription agreements, or service contracts.
INTERROGATORY NO. 5: Use of Stale Broker Quotes
For each of the forty-seven (47) Affected Positions, state whether Vantor used any Broker Quote that was more than thirty (30) days old as of the relevant quarterly valuation date during the Relevant Period in connection with the pricing or valuation of that position.
For each instance in which a stale Broker Quote (defined for purposes of this Interrogatory as a Broker Quote that was thirty (30) or more calendar days old at the time it was used as an input to a quarterly valuation) was used, identify and state the following:
(a) the specific Affected Position to which the stale Broker Quote was applied, identified by name, CUSIP, ISIN, or other unique identifier;
(b) the original date on which the Broker Quote was provided by the third-party source;
(c) the quarterly valuation date for which the stale Broker Quote was used;
(d) the age of the Broker Quote, in calendar days, as of the quarterly valuation date on which it was used;
(e) the identity of the Person at Vantor who made the decision to use the stale Broker Quote;
(f) the rationale or justification for using the stale Broker Quote rather than obtaining a more current quote or applying an alternative valuation methodology;
(g) whether the Valuation Policy or FAA contained any restriction or guidance regarding the use of stale Broker Quotes, and if so, whether the use of the stale quote was consistent with such restriction or guidance; and
(h) whether the use of the stale Broker Quote was disclosed to Ironside, and if so, the date and manner of disclosure.
The Verified Complaint, at paragraphs 67 through 82, alleges that Vantor used Broker Quotes that were in many cases six (6) to twelve (12) months old without disclosure to Ironside, and that the use of such stale quotes was a material factor in the systematic overvaluation of the Affected Positions. State whether Vantor admits or denies this allegation in whole or in part and, if the allegation is denied in whole or in part, provide a detailed factual basis for the denial, including identification of all Documents and Persons with knowledge supporting the denial.
INTERROGATORY NO. 6: Model Adjustments Applied to Pricing Inputs
Identify each and every Model Adjustment applied by Vantor personnel to pricing inputs, Broker Quotes, model outputs, or any other valuation data in connection with the valuation of any Affected Position during the Relevant Period.
For each such Model Adjustment, state the following:
(a) the specific Affected Position and the Ironside Fund in which it was held;
(b) the quarterly valuation date on which the Model Adjustment was applied;
(c) the unadjusted input, Broker Quote, or model output prior to the adjustment, expressed in dollar terms and, where applicable, as a price per unit;
(d) the magnitude of the adjustment applied, expressed in both dollar terms and as a percentage of the unadjusted input;
(e) the adjusted mark resulting from the application of the Model Adjustment;
(f) the rationale, methodology, or analytical basis for the adjustment, including any market data, comparable transactions, or other information relied upon;
(g) the identity of the Person(s) who calculated, authorized, or approved the Model Adjustment, including the Person's title or position at Vantor; and
(h) whether the Model Adjustment was disclosed to Ironside, and if so, the date, manner, and content of the disclosure.
State whether Vantor's records confirm or refute the allegation set forth in paragraph 91 of the Verified Complaint that Model Adjustments applied by Vantor personnel inflated valuation marks by an average of 14.3% above observable inputs across the forty-seven Affected Positions during the Relevant Period. If Vantor contends that the average adjustment was different from 14.3%, state the average adjustment calculated by Vantor and the methodology used to arrive at that figure.
INTERROGATORY NO. 7: Internal Policies and Procedures Governing Valuations
Identify and describe all internal Vantor policies, procedures, manuals, guidelines, standard operating procedures, desk procedures, training materials, and any other written or electronic guidance governing the valuation of Level 2 and Level 3 assets for fund administration clients, as in effect at any time during the Relevant Period.
For each such policy, procedure, or guidance document, state:
(a) the title or description of the document;
(b) the date of adoption or effective date;
(c) the author(s) or department responsible for the document;
(d) the scope of the document (i.e., whether it applied to all fund administration clients, to specific asset classes, or to specific clients);
(e) whether the document was amended, updated, superseded, or replaced at any time during the Relevant Period, and if so, the date and nature of the change; and
(f) the current custodian and location of the document.
State whether any of the policies, procedures, or guidance documents identified above specifically addressed the Ironside account, the Ironside Valuation Policy, or the specific requirements of the FAA, and if so, describe the extent to which such documents incorporated, referenced, or deviated from the Ironside Valuation Policy and FAA § 4.2.
INTERROGATORY NO. 8: Quality Control and Review Procedures
Describe in detail all quality control, quality assurance, peer review, back-testing, price-challenge, supervisory review, or other oversight procedures that Vantor applied to the valuation of Ironside Fund positions during the Relevant Period, including:
(a) the nature and scope of each such procedure;
(b) the frequency with which each procedure was conducted (e.g., daily, weekly, monthly, quarterly, or on an ad hoc basis);
(c) the identity of the Person(s) responsible for conducting each procedure;
(d) the criteria or thresholds used to identify potential discrepancies, outliers, or errors (e.g., tolerance bands, variance triggers, or materiality thresholds);
(e) the process for documenting the results of each procedure;
(f) the process for escalating or resolving discrepancies, errors, or exceptions identified during such procedures, including the identity of the Person(s) to whom escalation was directed; and
(g) the process for reporting the results of quality control reviews to Vantor management, including whether results were reported to any committee or oversight body.
State whether any quality control review, quality assurance check, back-test, price-challenge, or supervisory review conducted during the Relevant Period identified any concerns, discrepancies, errors, outliers, or issues with the valuation of any Affected Position. For each such instance, describe:
(i) the nature of the concern or discrepancy;
(ii) the date on which it was identified;
(iii) the Person who identified it;
(iv) the Affected Position(s) to which it related;
(v) the steps taken to investigate or resolve the concern; and
(vi) the ultimate resolution, including whether any valuation mark was adjusted as a result.
INTERROGATORY NO. 9: Internal Escalation Procedures for Valuation Discrepancies
Describe Vantor's internal escalation procedures for addressing valuation discrepancies, pricing challenges, situations in which available market data was insufficient, conflicting, or unreliable, or any other circumstance requiring judgment or deviation from standard valuation procedures, as those procedures existed during the Relevant Period. Include in your description the criteria or thresholds that triggered escalation, the chain of escalation (identifying each level by title or function), the expected timeframe for resolution at each level, and the documentation required at each stage of the escalation process.
State whether any valuation discrepancy, pricing challenge, or other issue relating to any Affected Position was escalated through Vantor's internal escalation procedures during the Relevant Period. For each instance of escalation, identify:
(a) the date of escalation;
(b) the Person who initiated the escalation;
(c) the Person(s) to whom the matter was escalated, including their title(s) and position(s);
(d) the nature and substance of the discrepancy or issue that prompted the escalation;
(e) the specific Affected Position(s) involved;
(f) any Documents created or exchanged in connection with the escalation; and
(g) the outcome of the escalation, including any decision reached, any valuation mark adjusted, and any Communication to Ironside regarding the matter.
INTERROGATORY NO. 10: Communications with Ironside Regarding Valuations
Identify each and every Communication between any Vantor personnel (including officers, directors, employees, agents, contractors, and consultants) and any Ironside personnel (including officers, directors, employees, agents, and representatives of Ironside Capital Management LP and each of the Ironside Funds) concerning the valuation, pricing, mark verification, or NAV calculation of any Affected Position during the Relevant Period.
For each such Communication, state:
(a) the date of the Communication;
(b) the identity of the Vantor participant(s), including name and title;
(c) the identity of the Ironside participant(s), including name and title;
(d) the form of Communication (e.g., email, telephone call, in-person meeting, video conference, instant message, letter, or other);
(e) a summary of the substance and subject matter of the Communication;
(f) whether the Communication disclosed, referenced, or discussed any Model Adjustment applied by Vantor to any Affected Position;
(g) whether the Communication disclosed, referenced, or discussed the use of any stale Broker Quote (as defined in Interrogatory No. 5) with respect to any Affected Position;
(h) whether the Communication disclosed, referenced, or discussed any deviation from the Valuation Policy or the waterfall valuation procedures required under FAA § 4.2; and
(i) whether any Document was created, exchanged, or referenced in connection with the Communication, and if so, identify such Document.
INTERROGATORY NO. 11: Vantor's Response to Ironside's August 4, 2023 Inquiry
Describe in detail the actions Vantor took upon receiving and in response to the written inquiry sent by Ironside to Nathan Orris on August 4, 2023, in which Ironside requested supporting documentation for twenty-three (23) positions whose valuations Ironside had internally identified as potentially inconsistent with available market data. Include in your description the following:
(a) the date on which Vantor received the August 4, 2023 inquiry;
(b) the Person(s) at Vantor who received the inquiry and the Person(s) to whom it was forwarded or assigned;
(c) the internal steps taken by Vantor to gather, review, and compile responsive information and documentation;
(d) any internal Communications among Vantor personnel regarding the August 4, 2023 inquiry, including any discussions about the scope or adequacy of Vantor's response; and
(e) any involvement of Vantor's legal counsel (internal or external) in the preparation or review of Vantor's response.
Identify each Person who participated in preparing Vantor's response to the August 4, 2023 inquiry, which was dated August 18, 2023, including each Person's name, title, and role in the preparation of the response.
State why Vantor's August 18, 2023 response provided pricing packages for only nine (9) of the twenty-three (23) requested positions. Specifically, state:
(a) the identity of the nine positions for which pricing packages were provided;
(b) the identity of the fourteen positions for which pricing packages were not provided;
(c) the reason(s) why pricing packages were not provided for each of the fourteen omitted positions;
(d) whether any Person at Vantor directed that pricing packages for certain positions be withheld from the response, and if so, the identity of that Person and the reason for the direction; and
(e) why Vantor's August 18, 2023 response failed to include internal model documentation, including whether such documentation existed at the time and, if so, why it was not included.
Identify all Documents reviewed, considered, consulted, or relied upon in preparing Vantor's August 18, 2023 response, including internal valuation files, model output reports, broker quote records, correspondence, and any other materials.
INTERROGATORY NO. 12: Internal Communications Regarding Awareness of Inflated Marks
Identify each and every internal Vantor Communication — including but not limited to emails, instant messages, memoranda, meeting notes, minutes, presentations, reports, and any other form of written or electronic Communication — in which any Vantor employee, officer, director, agent, contractor, or consultant discussed, acknowledged, questioned, flagged, raised concerns about, or expressed doubt regarding the accuracy, reliability, or integrity of valuation marks for any Affected Position during the Relevant Period.
For each such Communication, state:
(a) the date of the Communication;
(b) the author, sender, or speaker;
(c) the recipient(s) or audience;
(d) the form of Communication (e.g., email, instant message, memorandum, meeting notes, or other);
(e) a summary of the substance and content of the Communication, including the specific concern or issue raised;
(f) the specific Affected Position(s) referenced in the Communication, if any;
(g) any responsive action taken as a result of the Communication, including any investigation, review, remediation, or escalation; and
(h) whether the Communication was preserved, and if so, the current custodian and location of the Communication.
The Verified Complaint, at paragraphs 112 through 119, alleges that Vantor concealed internal emails documenting awareness among Vantor personnel that valuation marks for certain Affected Positions were inflated above supportable levels. With respect to this allegation:
(i) Identify all such internal emails and, for each, provide the information requested in subparts (a) through (h) above;
(ii) State whether any such emails were preserved, destroyed, deleted, or overwritten at any time, and if destroyed, deleted, or overwritten, state the date and circumstances; and
(iii) State whether any such emails were produced to DataVault Solutions Inc. for archival, and if so, the date of such production and the current status of the archived copies.
INTERROGATORY NO. 13: Communications with Fenton Graff & Associates LLP
Identify each and every Communication between any Vantor personnel (including officers, directors, employees, agents, and representatives) and any personnel of Fenton Graff & Associates LLP ("Fenton Graff"), Vantor's independent auditor, concerning the valuation of Ironside Fund positions, Vantor's valuation policies and procedures as applied to the Ironside Funds, any audit procedures or findings related to the Ironside account, or any other matter relating to Vantor's administration of the Ironside Funds, during the period from January 1, 2020 through the present.
For each such Communication, state:
(a) the date of the Communication;
(b) the identity of the Vantor participant(s), including name and title;
(c) the identity of the Fenton Graff participant(s), including name and title;
(d) the form of Communication (e.g., email, telephone call, in-person meeting, video conference, audit inquiry letter, management representation letter, or other); and
(e) a summary of the substance and subject matter of the Communication.
State whether Fenton Graff raised any questions, concerns, findings, observations, recommendations, or management letter comments regarding Vantor's valuation of Ironside Fund positions, Vantor's valuation methodologies, or Vantor's compliance with the Valuation Policy or FAA § 4.2 during its audits of Vantor or the Ironside Funds for fiscal years 2020, 2021, 2022, and 2023. For each such question, concern, finding, observation, recommendation, or comment, describe:
(i) the nature and substance of the matter raised;
(ii) the date on which it was raised;
(iii) the Vantor personnel to whom it was communicated;
(iv) any responsive action taken by Vantor; and
(v) whether the matter was resolved to Fenton Graff's satisfaction.
INTERROGATORY NO. 14: Vantor's Compliance with GAAP in Ironside Valuations
Describe in detail the steps Vantor took to ensure that its valuations of Ironside Fund positions complied with Generally Accepted Accounting Principles ("GAAP"), including but not limited to ASC 820 (Fair Value Measurement), during the Relevant Period, as warranted under FAA § 4.2. Include in your description:
(a) the specific GAAP standards and guidance that Vantor applied to the valuation of Level 2 and Level 3 assets held by the Ironside Funds;
(b) the process by which Vantor ensured that its valuation inputs, methodologies, and outputs were consistent with the requirements of ASC 820, including the requirements for maximizing the use of observable inputs and minimizing the use of unobservable inputs;
(c) the process by which Vantor classified Ironside Fund positions within the ASC 820 fair value hierarchy and ensured the accuracy of such classifications;
(d) any internal or external GAAP compliance reviews or assessments conducted with respect to Ironside Fund valuations during the Relevant Period; and
(e) the identity of the Person(s) responsible for ensuring GAAP compliance in connection with Ironside Fund valuations.
State whether Vantor identified any GAAP non-compliance issues, departures from ASC 820, or other accounting irregularities in connection with Ironside Fund valuations during the Relevant Period. For each such issue, describe:
(i) the nature and substance of the non-compliance or irregularity;
(ii) the date on which it was identified;
(iii) the Person who identified it;
(iv) the Affected Position(s) to which it related, if applicable;
(v) the remedial action taken; and
(vi) whether the issue was disclosed to Ironside.
INTERROGATORY NO. 15: Identification of All Ironside Fund Positions Valued by Vantor
Provide a complete list of every portfolio position held in each of the three Ironside Funds (Fund I, Fund II, and Fund III) that Vantor valued at any time during the Relevant Period.
For each such position, state the following:
(a) the position name, description, or identifier (including CUSIP, ISIN, or internal reference number);
(b) the Ironside Fund in which the position was held (Fund I, Fund II, Fund III, or more than one);
(c) the asset type or category (e.g., CLO equity tranche, CLO mezzanine tranche, CLO senior tranche, bespoke CDO mezzanine note, distressed loan participation, syndicated loan, high-yield bond, or other structured credit product);
(d) the ASC 820 fair value hierarchy classification assigned by Vantor (Level 1, Level 2, or Level 3) for each quarter during the Relevant Period, including any reclassifications and the reasons therefor;
(e) the quarterly valuation mark assigned by Vantor for each quarter during the Relevant Period (Q1 2021 through Q3 2023), expressed as a price, percentage of par, or other unit of measurement, as applicable;
(f) the notional amount, face value, or principal balance of the position; and
(g) whether the position is one of the forty-seven Affected Positions identified in the Harmon-Bryce report.
INTERROGATORY NO. 16: Aggregate NAV Calculations and Fee Computations
For each quarter during the Relevant Period — specifically, Q1 2021 (March 31, 2021), Q2 2021 (June 30, 2021), Q3 2021 (September 30, 2021), Q4 2021 (December 31, 2021), Q1 2022 (March 31, 2022), Q2 2022 (June 30, 2022), Q3 2022 (September 30, 2022), Q4 2022 (December 31, 2022), Q1 2023 (March 31, 2023), Q2 2023 (June 30, 2023), and Q3 2023 (September 30, 2023) — state the following:
(a) the aggregate administered NAV for Fund I as calculated by Vantor;
(b) the aggregate administered NAV for Fund II as calculated by Vantor;
(c) the aggregate administered NAV for Fund III as calculated by Vantor;
(d) the combined aggregate administered NAV across all three Ironside Funds;
(e) the administration fee charged to Ironside under the FAA for each Fund and in the aggregate for each quarter, specifying whether the fee was calculated at 4.0 basis points (applicable prior to the Second Amendment effective June 10, 2022) or at 4.5 basis points (applicable from June 10, 2022 onward); and
(f) any adjustments, credits, refunds, or disputed amounts relating to the administration fee for any quarter.
State the total aggregate fees paid by Ironside to Vantor over the entire life of the FAA, from its effective date of June 15, 2017 through the date of termination on October 3, 2023, broken down by Fund and by fiscal year to the extent such information is available.
INTERROGATORY NO. 17: Knowledge of Ironside's Fee Structure and Investor Impact
State whether Vantor was aware, at any time during the Relevant Period, that Ironside charged its limited partners:
(a) a management fee calculated at the rate of 1.5% of NAV per annum; and
(b) a performance allocation or incentive allocation of 20% of net profits above a 6% annualized hurdle rate.
If Vantor was aware of either or both of these fee terms, state how and when Vantor became aware of such terms, including the source of the information (e.g., offering memorandum, limited partnership agreement, side letter, conversation with Ironside personnel, or other source) and the identity of the Vantor personnel who possessed such knowledge.
State whether Vantor understood, or had reason to understand, that inflated NAV figures reported by Vantor would result in:
(i) inflated management fees charged by Ironside to its limited partners, calculated on overstated NAV;
(ii) inflated performance allocations or incentive allocations charged by Ironside to its limited partners, calculated on overstated net profits; and
(iii) direct financial harm to the limited partners of the Ironside Funds.
If Vantor denies having such understanding, state the factual basis for the denial.
INTERROGATORY NO. 18: Other Fund Administration Clients with Similar Valuation Issues
State whether, during the period from January 1, 2020 through the present, any fund administration client of Vantor, other than Ironside, raised any complaint, inquiry, concern, dispute, or claim regarding the accuracy, reliability, or integrity of Vantor's valuations of illiquid credit or structured-product positions.
For each such instance, identify:
(a) the client's name and identity, to the extent not subject to a valid and enforceable confidentiality restriction (and if subject to such a restriction, so state, identifying the agreement under which the restriction arises);
(b) the date of the complaint, inquiry, concern, dispute, or claim;
(c) the nature and substance of the concern raised;
(d) the Vantor personnel involved in receiving and responding to the complaint or concern;
(e) the resolution or outcome, including whether any valuation mark was revised, any remediation was undertaken, or any settlement or other payment was made; and
(f) whether the complaint, inquiry, or concern involved allegations or issues similar to those raised by Ironside in this action (e.g., use of stale Broker Quotes, undisclosed Model Adjustments, or deviation from contractually required valuation procedures).
To provide context regarding the scope of Vantor's valuation operations and the significance of the Ironside account, state the approximate number of hedge-fund clients for which Vantor provided fund administration services as of December 31, 2023, and the approximate total assets under administration as of that date.
INTERROGATORY NO. 19: Document Retention and Destruction Policies
Describe Vantor's document retention and destruction policies as in effect at any time during the Relevant Period and through the present, including:
(a) policies regarding the retention and destruction of email correspondence;
(b) policies regarding the retention and archival of electronically stored information, including data stored on servers, cloud platforms, shared drives, individual workstations, and mobile devices;
(c) policies regarding the retention and destruction of physical documents, including paper records, notebooks, and physical media;
(d) the retention periods applicable to different categories of records, including valuation files, client correspondence, internal memoranda, model documentation, audit work papers, and meeting minutes; and
(e) the Person(s) or department responsible for administering and enforcing the document retention and destruction policies.
State whether Vantor issued any litigation hold, document preservation notice, or similar instruction in connection with this matter, any pre-litigation demand by Ironside, or any related investigation. If so, identify:
(i) the date of issuance;
(ii) the Person who issued the litigation hold or preservation notice;
(iii) the scope and content of the hold or notice, including the categories of documents and custodians covered;
(iv) the manner in which the hold or notice was communicated to Vantor personnel; and
(v) the steps taken to monitor and enforce compliance with the hold or notice.
State whether any Documents, emails, electronically stored information, or other records relevant to the Ironside account, the Ironside Funds, the Affected Positions, or the subject matter of this litigation were destroyed, deleted, overwritten, lost, or otherwise rendered inaccessible at any time after July 2023, when Ironside first identified the pricing discrepancy that gave rise to this action. If any such destruction, deletion, overwriting, loss, or inaccessibility occurred, describe in detail the circumstances, including the date, the nature of the materials affected, the Person(s) responsible, and the reason for the destruction or loss.
INTERROGATORY NO. 20: DataVault Solutions Inc. Email Archives
Describe Vantor's relationship with DataVault Solutions Inc., located at 14 Commerce Drive, Cranford, New Jersey 07016, including:
(a) the nature and scope of the services provided by DataVault to Vantor;
(b) the date on which the relationship commenced and whether it is ongoing;
(c) the terms of any written agreement between Vantor and DataVault, including the scope of email archival services, the retention period for archived emails, and any applicable service levels or data security requirements; and
(d) the categories of Vantor email accounts and other electronic data archived by DataVault.
Identify all Vantor email accounts archived by DataVault Solutions Inc. that may contain Communications relevant to the Ironside account, the Ironside Funds, the Affected Positions, or the subject matter of this litigation. For each such account, state the account holder's name, title, and the date range of archived emails.
State whether Vantor has taken any steps to preserve, search, review, or produce emails or other electronic data archived by DataVault Solutions Inc. in connection with this litigation, and if so, describe the steps taken, the date(s) on which they were taken, and the results obtained. If no such steps have been taken, state the reason.
INTERROGATORY NO. 21: Termination of the FAA and Transition
Describe the actions Vantor took upon receiving Ironside's Notice of Termination for Cause dated October 3, 2023, issued under FAA § 12.2, citing material breach and fraud as grounds for termination. Include in your description:
(a) the date on which Vantor received the Notice of Termination;
(b) the Person(s) at Vantor who received the notice and the Person(s) to whom it was escalated;
(c) the internal actions taken by Vantor in response to the notice, including any investigation, review, or analysis of the grounds stated therein; and
(d) any Communication from Vantor to Ironside in response to or acknowledging the Notice of Termination.
State whether Vantor contested the termination of the FAA, the characterization of "material breach" as grounds for termination, or the characterization of "fraud" as grounds for termination. If Vantor contested any of the foregoing, describe the basis for Vantor's position and identify all Documents and Communications in which Vantor articulated its position.
Describe Vantor's cooperation (or lack thereof) with the transition of fund administration services from Vantor to Meridian Investor Services LLC ("Meridian"), which commenced on or about October 10, 2023. Specifically, state:
(i) the dates on which Vantor transferred data, records, files, and other materials to Meridian;
(ii) a description of the categories of data, records, and files transferred;
(iii) whether Vantor provided all data, records, and files required to be transferred under FAA § 12.4 (transition assistance obligations) and, if not, identify the materials that were not transferred and the reason;
(iv) whether Ironside or Meridian raised any concerns about the completeness, accuracy, or timeliness of the transition, and if so, describe such concerns and Vantor's response; and
(v) whether Vantor retained copies of the transferred data and records, and if so, for what purpose and duration.
INTERROGATORY NO. 22: Vantor's Defenses Regarding the Liability Cap (FAA § 9.3)
State the complete factual and legal basis for Vantor's contention — as asserted in its pre-answer motion papers — that its aggregate liability to Ironside in connection with this action is limited to $2.98 million pursuant to FAA § 9.3, which Vantor interprets as capping liability at two times the aggregate administration fees paid by Ironside during the twelve-month period preceding the termination of the FAA (calculated by Vantor as 2 × approximately $1.49 million = approximately $2.98 million).
In particular:
(a) Identify all facts supporting Vantor's interpretation of FAA § 9.3, including the specific contractual language relied upon, the negotiation history of the liability cap provision, and any course of dealing or industry custom relevant to the interpretation of the provision.
(b) State whether Vantor contends that the liability cap set forth in FAA § 9.3 applies to claims sounding in fraud, willful misconduct, gross negligence, or intentional wrongdoing, and if so, identify all facts and legal authorities (including statutes, case law, and secondary sources) supporting that contention.
(c) State whether FAA § 9.3 or any other provision of the FAA contains a carve-out, exception, or exclusion from the liability cap for claims of fraud, willful misconduct, gross negligence, or intentional wrongdoing, and if so, describe such carve-out and state Vantor's position as to its applicability.
(d) Identify any Communications between Vantor and Veltrano Mutual Insurance Co. ("Veltrano"), Vantor's directors and officers liability insurer, regarding this litigation or any claim by Ironside against Vantor. For each such Communication, state the date, the Vantor participant(s), the Veltrano participant(s), the form of Communication, and a summary of the substance.
(e) State whether Veltrano has issued any reservation of rights, disclaimer of coverage, or denial of coverage in connection with any claim arising from the events alleged in the Verified Complaint, and if so, describe the basis and scope of such reservation, disclaimer, or denial. State the per-occurrence and aggregate policy limits of Vantor's directors and officers liability insurance coverage with Veltrano.
INTERROGATORY NO. 23: Raymond Kettler's and Susan Hargrove's Knowledge and Involvement
State what Raymond Kettler, Chief Executive Officer and Chairman of Vantor Holdings Corp., knew about the valuation of Ironside Fund positions during the Relevant Period, including but not limited to:
(a) when Kettler first became aware that Vantor administered the Ironside Funds;
(b) whether Kettler received any reports, briefings, updates, or other information regarding the Ironside account during the Relevant Period, and if so, the date, nature, and source of such information;
(c) when Kettler first became aware of any concerns, questions, or issues regarding the accuracy or reliability of Vantor's valuations of Ironside Fund positions;
(d) whether Kettler took any action in response to such concerns, and if so, describe the action and its outcome; and
(e) Kettler's involvement, if any, in Vantor's response to Ironside's August 4, 2023 inquiry, the October 3, 2023 termination notice, and the events giving rise to this litigation.
State what Susan Hargrove, President and Chief Operating Officer of Vantor Holdings Corp., knew about the valuation of Ironside Fund positions during the Relevant Period, including but not limited to:
(a) when Hargrove first became aware of any concerns, questions, or issues regarding the accuracy or reliability of Vantor's valuations of Ironside Fund positions;
(b) whether Hargrove received any reports, briefings, updates, or other information regarding the Ironside account during the Relevant Period, and if so, the date, nature, and source of such information;
(c) whether Hargrove participated in or had oversight responsibility for the Valuation Services group's work on the Ironside account;
(d) whether Hargrove took any action in response to concerns about the Ironside account, and if so, describe the action and its outcome; and
(e) Hargrove's involvement, if any, in Vantor's response to Ironside's August 4, 2023 inquiry, the October 3, 2023 termination notice, and the events giving rise to this litigation.
For each of Kettler and Hargrove, identify all Communications they authored, sent, received, or were copied on regarding the Ironside account, the Ironside Funds, or the Affected Positions during the Relevant Period and through the present date, including but not limited to emails, memoranda, instant messages, meeting invitations, presentations, and reports.
INTERROGATORY NO. 24: Remedial Measures
Describe any and all remedial, corrective, preventive, or disciplinary measures taken by Vantor in response to the events alleged in the Verified Complaint, including but not limited to:
(a) any changes to Vantor's valuation policies, procedures, methodologies, or systems;
(b) any personnel changes, including terminations, involuntary separations, reassignments, demotions, suspensions, written warnings, or other disciplinary actions involving Nathan Orris, Deepa Rajaram, or any other Vantor employee or contractor who was involved in the valuation of Ironside Fund positions;
(c) any changes to Vantor's quality control, quality assurance, oversight, or governance procedures;
(d) any engagement of external consultants, advisors, auditors, or other third parties to review, assess, or remediate Vantor's valuation practices;
(e) any changes to Vantor's technology systems, pricing platforms, or data infrastructure used in connection with fund administration valuations;
(f) any changes to Vantor's document retention, compliance, or risk management policies; and
(g) any communications to other Vantor clients regarding the events alleged in the Verified Complaint or the remedial measures undertaken.
For each remedial or corrective measure identified, state:
(i) the date on which the measure was implemented;
(ii) the Person(s) who authorized or directed the measure;
(iii) the scope and nature of the measure; and
(iv) whether the measure was taken in response to Ironside's complaints, in response to this litigation, in response to regulatory or audit findings, or for other reasons (and if for other reasons, describe those reasons).
INTERROGATORY NO. 25: Bases for Denial of Allegations
For each allegation in the Verified Complaint that Vantor has denied or intends to deny in its responsive pleading, state with specificity the factual basis for the denial, including all facts known to Vantor that contradict or are inconsistent with the denied allegation.
In particular, and without limiting the generality of the foregoing, state the factual basis for any denial of the following allegations:
(a) That Vantor used stale Broker Quotes — including Broker Quotes that were six (6) to twelve (12) months old — without disclosure to Ironside, in connection with the valuation of the Affected Positions during the Relevant Period (Verified Complaint ¶¶ 67–82);
(b) That Vantor applied Model Adjustments that inflated valuation marks by an average of 14.3% above observable inputs (Verified Complaint ¶¶ 83–96);
(c) That Vantor failed to apply the contractually required waterfall valuation procedures set forth in the Valuation Policy and FAA § 4.2 (Verified Complaint ¶¶ 97–108);
(d) That Vantor concealed internal emails documenting awareness among Vantor personnel that valuation marks for certain Affected Positions were inflated above supportable levels (Verified Complaint ¶¶ 112–119); and
(e) That the aggregate overvaluation of the Affected Positions during the Relevant Period was approximately $287 million, consisting of approximately $156.4 million attributable to Fund I, approximately $88.7 million attributable to Fund II, and approximately $41.9 million attributable to Fund III (Verified Complaint ¶¶ 120–131).
For each denial, identify all Documents and Persons with knowledge supporting the denial, and state whether Vantor intends to rely on any expert testimony in support of the denial and, if so, identify the expert and the general subject matter of the expected testimony.
Plaintiff reserves the right to serve additional interrogatories, as permitted by the CPLR and the rules of the Commercial Division, based upon Vantor's responses to this First Set of Interrogatories and the development of the factual record in this action.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Carlos Espinoza, Associate 51 West 52nd Street, 40th Floor New York, New York 10019 Telephone: (212) 555-7400
Email: cespinoza@calderwoodharkness.com
Reviewed and approved by: Yuki Nakamura, Lead Associate Calderwood & Harkness LLP Telephone: (212) 555-7415
Email: ynakamura@calderwoodharkness.com
Dated: ______, 2025
DRAFT — Subject to revision pending resolution of Defendant's Motion to Dismiss (CPLR § 3211); oral argument scheduled April 14, 2025. To be finalized and served following the Court's ruling on the motion.
CERTIFICATE OF SERVICE
[To be completed upon service]
I, Carlos Espinoza, an associate at Calderwood & Harkness LLP, hereby certify that on ______, 2025, a true and correct copy of the foregoing Plaintiff's First Set of Interrogatories to Defendant Vantor Holdings Corp. was served upon counsel for Defendant by the following methods:
(1) Electronic filing via the New York State Courts Electronic Filing System ("NYSCEF"), which automatically transmitted notice and a copy of the fi