1023-00002 · Ironside Capital Management LP · Engagement & Client Intake

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CALDERWOOD & HARKNESS LLP

CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL CONFLICT CHECK MEMORANDUM

October 28, 2023

TO: Samuel Eklund, Responsible Partner, Litigation Department Linda Osei, Billing Partner, Litigation Department

FROM: Yuki Nakamura, Lead Associate, Litigation Department Carlos Espinoza, Working Associate, Litigation Department

RE: Conflict Clearance — Prospective Engagement: Ironside Capital Management LP v. Vantor Holdings Corp.

NEW MATTER NUMBER: 1023-00002

PRIORITY / STATUS: CLEARED — No conflicts identified; engagement may proceed

I. PURPOSE AND SUMMARY OF CONCLUSIONS

This memorandum documents the results of a comprehensive conflicts search conducted in connection with the proposed retention of Calderwood & Harkness LLP ("C&H" or the "Firm") by Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, New York 10065, in anticipated litigation against Vantor Holdings Corp. ("Vantor" or "VHC"), a Delaware corporation with principal offices at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. The proposed engagement involves the prosecution of fraud, breach of contract, and related claims arising from the systematic misvaluation of illiquid credit and structured-product positions across three Ironside feeder funds by Vantor during the period from Q1 2021 through Q3 2023, resulting in aggregate estimated losses of approximately $287 million.

The Firm's conflicts management system was searched on October 26–27, 2023. In addition, manual cross-referencing and individual engagement team disclosures were reviewed and analyzed. Based on this comprehensive review, no current or former client conflicts, no adverse-party conflicts, no business relationship conflicts, and no attorney personal conflicts were identified with respect to any entity or individual associated with the proposed engagement.

Accordingly, the engagement is cleared to proceed subject to standard new-matter intake procedures, including execution of a formal engagement letter and completion of required anti-money laundering and know-your-client verification for the prospective client.

This memorandum was prepared for the review and approval of the Responsible Partner (Samuel Eklund) and the Billing Partner (Linda Osei) prior to the execution of the engagement letter, which is anticipated to be dated November 1, 2023.

II. PROPOSED ENGAGEMENT DESCRIPTION

Prospective Client

Ironside Capital Management LP is a Delaware limited partnership (DE LP File No. LP-2009-04817) founded in 2009 by Elliot Brennan and Marguerite Dao. Ironside is a multi-strategy credit hedge fund platform with approximately $4.2 billion in assets under management ("AUM") across five investment vehicles, including the three feeder funds directly implicated in the proposed litigation. Ironside's principal offices are located at 680 Park Avenue, 34th Floor, New York, New York 10065. Ironside is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940.

Ironside Capital Management LP has not previously been a client of Calderwood & Harkness LLP. This would constitute a new client relationship for the Firm.

Nature of Proposed Matter

Calderwood & Harkness has been asked to represent Ironside in the anticipated prosecution of claims against Vantor Holdings Corp. arising from Vantor's role as fund administrator and valuation services provider for three Ironside feeder funds. Specifically, Ironside alleges that Vantor engaged in the systematic misvaluation of illiquid credit instruments and structured-product positions across the following three funds during the period from Q1 2021 through Q3 2023:

(a) Ironside Credit Opportunities Fund LP ("Fund I") — approximately $1.8 billion in net asset value;

(b) Ironside Structured Alpha Fund LP ("Fund II") — approximately $1.1 billion in net asset value; and

The anticipated claims include, without limitation, fraud, negligent misrepresentation, breach of contract (including breach of the Fund Administration Agreement dated January 15, 2020, as amended), breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment. The aggregate losses attributable to the alleged misvaluation are estimated at approximately $287 million.

Adverse Party

Vantor Holdings Corp. is a Delaware corporation (DE Corp. File No. Corp-2012-07233) that provides fund administration and valuation services to hedge funds and other alternative investment vehicles. Vantor is headquartered at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. The firm services approximately 140 hedge-fund clients with approximately $62 billion in total administered assets. Vantor's chief executive officer is Raymond Kettler, and the firm's president and chief operating officer is Susan Hargrove.

In addition to the corporate entity, individual officers and employees of Vantor may be named as defendants or as parties against whom aiding and abetting claims are asserted, including Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations), both of whom had direct supervisory and operational responsibility for the Ironside account.

Anticipated Forum

New York Supreme Court, Commercial Division, New York County. Forum selection is governed by Section 14.3 of the Fund Administration Agreement, which contains a mandatory forum selection clause designating New York County, New York, as the exclusive forum for disputes arising under or in connection with the agreement.

Proposed Engagement Team

The following C&H attorneys are proposed for assignment to the matter:

Additional team members may be assigned as the matter progresses. Any additions to the engagement team will be subject to supplemental conflicts screening at the time of assignment.

III. ENTITIES AND INDIVIDUALS SEARCHED

The following entities and individuals were searched in the Firm's conflicts management system on October 26–27, 2023. The list was compiled based on information provided by Ironside's General Counsel, Katherine Lim, as well as publicly available corporate filings, regulatory records, and preliminary factual investigation conducted by the proposed engagement team.

A. Client-Side Entities

1. Ironside Capital Management LP (Ironside / ICM) — Delaware limited partnership; DE LP File No. LP-2009-04817; 680 Park Avenue, 34th Floor, New York, NY 10065.

2. Ironside Credit Opportunities Fund LP (Fund I) — Delaware limited partnership; approximately $1.8 billion NAV; investment vehicle managed by Ironside Capital Management LP.

3. Ironside Structured Alpha Fund LP (Fund II) — Delaware limited partnership; approximately $1.1 billion NAV; investment vehicle managed by Ironside Capital Management LP.

4. Ironside Special Situations Fund LP (Fund III) — Delaware limited partnership; approximately $680 million NAV; investment vehicle managed by Ironside Capital Management LP.

5. Capitol Registered Agents Inc. — Delaware corporation; serves as Ironside's registered agent in Delaware; 1209 Orange Street, Wilmington, DE 19801.

B. Client-Side Key Personnel

1. Elliot Brennan — Co-Founder, Managing Partner & Chief Investment Officer, Ironside Capital Management LP.

2. Marguerite Dao — Co-Founder, President & Chief Operating Officer, Ironside Capital Management LP.

3. Rajiv Subramanian — Chief Financial Officer, Ironside Capital Management LP.

4. Katherine Lim — General Counsel & Chief Compliance Officer, Ironside Capital Management LP.

5. Derek Holt — Head of Operations, Ironside Capital Management LP.

6. Priya Venkatesh — Portfolio Manager, Ironside Credit Opportunities Fund LP (Fund I).

7. Marcus Threadgill — Portfolio Manager, Ironside Structured Alpha Fund LP (Fund II).

C. Adverse Party Entities

1. Vantor Holdings Corp. (Vantor / VHC) — Delaware corporation; DE Corp. File No. Corp-2012-07233; 1400 Brickell Avenue, Suite 2200, Miami, FL 33131.

2. Palmetto Corporate Services Inc. — Delaware corporation; serves as Vantor's registered agent in Delaware; 850 New Burton Road, Suite 201, Dover, DE 19904.

D. Adverse Party Key Personnel

1. Raymond Kettler — Chief Executive Officer & Chairman, Vantor Holdings Corp.

2. Susan Hargrove — President & Chief Operating Officer, Vantor Holdings Corp.

3. Nathan Orris — Senior Vice President, Valuation Services, Vantor Holdings Corp. Mr. Orris served as the lead contact for the Ironside account and is a potential individual target for aiding and abetting claims.

4. Deepa Rajaram — Vice President, Client Valuation Operations, Vantor Holdings Corp. Ms. Rajaram served as the day-to-day supervisor for the Ironside portfolios and is a potential individual target for aiding and abetting claims.

5. Timothy Falk — Chief Financial Officer, Vantor Holdings Corp.

E. Anticipated Opposing Counsel

1. Whitfield, Dane & Corcoran LLP ("WDC") — Florida limited liability partnership; 200 South Biscayne Boulevard, Suite 3600, Miami, FL 33131. WDC is anticipated to serve as litigation counsel for Vantor Holdings Corp. based on information provided by Ironside's General Counsel, Katherine Lim, who received a communication from WDC on October 18, 2023, indicating that WDC had been retained by Vantor in connection with the dispute.

2. Gregory Dane — Lead Partner (Co-Managing Partner), Whitfield, Dane & Corcoran LLP.

3. Allison Breck — Senior Associate, Whitfield, Dane & Corcoran LLP.

4. Jordan Mayhew — Associate, Whitfield, Dane & Corcoran LLP.

F. Vantor's D&O Insurer

1. Veltrano Mutual Insurance Co. — Mutual insurance company; domiciled in Connecticut; 100 Constitution Plaza, Hartford, CT 06103. Veltrano is the carrier of Vantor's directors and officers liability insurance policy, with a policy limit of $50 million per occurrence. Veltrano may assert coverage positions, participate in settlement discussions, or intervene in the proceedings.

G. Third-Party Entities and Persons with Potential Involvement

1. Claremont & Strauss LLP — Ironside's independent auditor; 277 Park Avenue, 18th Floor, New York, NY 10172. Audit partner: Howard Stein. Claremont & Strauss may be called as a fact witness with respect to the audited financial statements of the Ironside funds during the relevant period.

2. Fenton Graff & Associates LLP — Vantor's independent auditor; 333 SE 2nd Avenue, Suite 1800, Miami, FL 33131. Fenton Graff may possess relevant information regarding Vantor's internal controls and valuation methodologies.

3. Northpoint Securities LLC — Ironside's prime broker; 390 Madison Avenue, 12th Floor, New York, NY 10017. Relationship manager: Dana Crossley. Northpoint may be a source of independent pricing data, and Ms. Crossley has been identified as the individual who flagged a $12.6 million discrepancy in independent price indications in July 2023, which contributed to the discovery of the alleged misvaluation.

4. Harmon-Bryce Valuation Advisors LLC — Independent valuation consultant already retained by Ironside (as of September 5, 2023) to perform a comprehensive re-valuation of the affected positions; principal: Dr. Lena Galbraith, CFA, ASA; 1185 Avenue of the Americas, Suite 1400, New York, NY 10036. Dr. Galbraith's engagement as a litigation expert may later be formalized through an C&H expert retention letter.

5. Meridian Investor Services LLC — Ironside's replacement fund administrator, retained in October 2023 following the termination of the Vantor relationship; CEO: Anne-Claire Dupont; 2 Stamford Plaza, 281 Tresser Boulevard, Suite 600, Stamford, CT 06901.

6. Ashford Endowment Partners LP — Lead institutional limited partner in the Ironside fund complex; committed capital of approximately $340 million across Funds I, II, and III; managing director: Philip Ashford III; 55 Church Street, Suite 800, New Haven, CT 06510. Ashford is the largest single investor in the Ironside funds and its interests are aligned with Ironside's in this dispute.

7. DataVault Solutions Inc. — Vantor's email archive and electronic data management vendor; 14 Commerce Drive, Cranford, NJ 07016. DataVault is a potential target of a pre-suit subpoena under CPLR § 3102(c) for preservation and production of Vantor's electronically stored information.

8. Brookstone ADR Services LLC — Potential mediation services provider; 575 Lexington Avenue, Suite 1200, New York, NY 10022. Brookstone may be engaged if the parties agree to attempt mediation prior to or during the pendency of the litigation.

IV. CONFLICTS SEARCH METHODOLOGY

The conflicts search was conducted on October 26–27, 2023, using Calderwood & Harkness's firm-wide conflicts management system, known internally as the New Matter Intake Database ("NMID"). The NMID is maintained by the Firm's General Counsel's office in coordination with the Conflicts Clearance Coordinator and contains records of all current active matters, all closed matters within the retention period (currently ten years from the date of matter closure), all adverse party entries, and all lateral-hire portability disclosures.

The search was conducted by Yuki Nakamura, Lead Associate, under the supervision of the Conflicts Clearance Coordinator, with verification by Carlos Espinoza, Working Associate. The following search parameters were employed:

(a) Entity Name Searches. All entity names listed in Section III above were searched, including full legal names, short names, trade names, and known d/b/a designations. Partial-match and phonetic-match algorithms were applied to capture potential variations in spelling or abbreviation.

(b) Individual Name Searches. All individual names listed in Section III above were searched, including first name, last name, and known middle initials. The search also included common alternative spellings and shortened name forms.

(c) Cross-Reference Against Current Active Client Matters. The search results were cross-referenced against the full inventory of current active client matters maintained by the Firm across all offices and practice groups, to identify any matter in which the Firm currently represents or is adverse to any entity or individual listed in Section III.

(d) Cross-Reference Against Closed Client Matters. The search results were cross-referenced against all closed client matters within the past five years (i.e., matters closed on or after October 27, 2018), to identify any prior representation or adverse relationship that could give rise to a former-client conflict under applicable rules of professional conduct.

(e) Cross-Reference Against Adverse Party Database. The search results were cross-referenced against the Firm's adverse party database to determine whether any entity or individual listed in Section III has appeared as an adverse party in any current or recent Firm matter.

(f) Cross-Reference Against Lateral-Hire Portability Lists. The search results were cross-referenced against the portability and ethical screen disclosures provided by all attorneys who have laterally joined the Firm within the past three years, to identify any potential disqualification or screening obligation.

(g) Personal Financial and Relationship Disclosures. Each member of the proposed engagement team — Samuel Eklund, Linda Osei, Yuki Nakamura, and Carlos Espinoza — was asked to review the list of entities and individuals in Section III and to confirm whether he or she has any personal, financial, familial, or prior professional relationship with any such entity or individual. Written confirmations were received from all four team members and are maintained in the matter intake file.

In addition to the database searches described above, Yuki Nakamura conducted a manual review of the Firm's marketing, business development, and pitch materials to confirm that Calderwood & Harkness has not been involved in any prior pitch, proposal, request for proposal response, or advisory role for Vantor Holdings Corp., Whitfield, Dane & Corcoran LLP, or any other adverse party or anticipated opposing counsel identified in Section III. No such involvement was identified.

The methodology described above is consistent with the Firm's Conflicts Management Policy, as revised effective January 1, 2023, and with the requirements of the New York Rules of Professional Conduct, including Rules 1.7, 1.9, and 1.10.

V. RESULTS OF CONFLICTS SEARCH

A. Current Client Matters

The search of the Firm's current active matter inventory yielded the following results:

• Vantor Holdings Corp.: No current Calderwood & Harkness client relationship with Vantor Holdings Corp. or any Vantor affiliate was identified. Vantor does not appear as a current client of the Firm in any capacity — neither as a named client, a subsidiary, an affiliate, nor as a party for whom the Firm has provided any form of legal services.

• Whitfield, Dane & Corcoran LLP: No current Calderwood & Harkness client relationship with Whitfield, Dane & Corcoran LLP was identified. WDC does not appear as a current client of the Firm.

• Veltrano Mutual Insurance Co.: No current Calderwood & Harkness client relationship with Veltrano Mutual Insurance Co. was identified. Veltrano does not appear as a current client of the Firm.

• Adverse Party Key Personnel (Section III.D): No current Calderwood & Harkness representation of any individual identified in Section III.D above — including Raymond Kettler, Susan Hargrove, Nathan Orris, Deepa Rajaram, and Timothy Falk — was identified.

• Anticipated Opposing Counsel (Section III.E): No current Calderwood & Harkness representation of any individual or entity identified in Section III.E above — including Gregory Dane, Allison Breck, and Jordan Mayhew — was identified.

• Ironside Capital Management LP: No prior or current representation by Calderwood & Harkness was identified. Ironside Capital Management LP would be a new client of the Firm. This is consistent with the information provided by Ironside's General Counsel, Katherine Lim, who confirmed that Ironside has not previously engaged Calderwood & Harkness for any matter.

B. Former / Closed Client Matters

The search of the Firm's closed matter database (covering matters closed within the past five years) yielded the following results:

• Vantor Holdings Corp.: No prior Calderwood & Harkness representation of Vantor Holdings Corp. or any predecessor entity was identified. Vantor has never been a client of the Firm.

• Raymond Kettler, Susan Hargrove, Nathan Orris, Deepa Rajaram, Timothy Falk: No prior Calderwood & Harkness representation of any of these individuals in any capacity — personal, corporate, or otherwise — was identified.

• Whitfield, Dane & Corcoran LLP: No prior Calderwood & Harkness representation of Whitfield, Dane & Corcoran LLP was identified. The Firm has not previously served as counsel to WDC.

• Gregory Dane, Allison Breck, Jordan Mayhew: No prior Calderwood & Harkness representation of any of these individuals was identified.

• Veltrano Mutual Insurance Co.: No prior Calderwood & Harkness representation of Veltrano Mutual Insurance Co. was identified.

• Fenton Graff & Associates LLP: No prior Calderwood & Harkness representation of Fenton Graff & Associates LLP was identified.

• Palmetto Corporate Services Inc.: No prior Calderwood & Harkness representation of Palmetto Corporate Services Inc. was identified.

No former-client conflicts under New York Rule of Professional Conduct 1.9 were identified.

C. Existing Client Relationships Requiring Analysis

Although the search did not reveal any direct conflicts, the following third-party relationships were analyzed to ensure completeness and to document the Firm's diligence:

Claremont & Strauss LLP (Ironside's Independent Auditor)

The Firm's conflicts database was searched for Claremont & Strauss LLP and its identified audit partner, Howard Stein. No current or prior client relationship between Calderwood & Harkness and Claremont & Strauss was identified. No adverse-party entry for Claremont & Strauss was found. Claremont & Strauss serves as Ironside's independent auditor and may be called as a fact witness in the anticipated litigation to address, among other things, the audited financial statements of the Ironside funds during the Q1 2021 through Q3 2023 period. Calderwood & Harkness will not be adverse to Claremont & Strauss in this matter, and the Firm's representation of Ironside does not present any conflict with respect to Claremont & Strauss. No conflict is presented.

Northpoint Securities LLC (Ironside's Prime Broker)

The Firm's conflicts database was searched for Northpoint Securities LLC and its identified relationship manager, Dana Crossley. No current client relationship between Calderwood & Harkness and Northpoint Securities was identified. One closed matter was identified: in 2018, Calderwood & Harkness represented a party adverse to a different Northpoint Securities client in an unrelated securities regulatory matter (Matter No. 1023-00002). That matter was fully resolved and closed in 2018. The closed matter involved entirely different parties, different subject matter, and different legal issues. There is no substantial relationship between that prior matter and the proposed Ironside engagement. No conflict is presented under New York Rule of Professional Conduct 1.9.

Northpoint Securities is Ironside's prime broker and may be a source of independent pricing data relevant to the misvaluation claims. In particular, Dana Crossley, Northpoint's relationship manager for the Ironside account, has been identified as the individual who flagged a $12.6 million discrepancy between Vantor's reported valuations and independent price indications in July 2023. This discrepancy was a key catalyst in Ironside's discovery of the broader misvaluation pattern. Calderwood & Harkness does not anticipate taking any position adverse to Northpoint Securities in this matter. No conflict is presented.

Ashford Endowment Partners LP (Lead Institutional Limited Partner)

The Firm's conflicts database was searched for Ashford Endowment Partners LP and its managing director, Philip Ashford III. No current or prior representation of Ashford Endowment Partners LP or Philip Ashford III by Calderwood & Harkness was identified. No adverse-party entry for Ashford or Mr. Ashford was found.

Ashford Endowment Partners LP is the lead institutional limited partner in the Ironside fund complex, with committed capital of approximately $340 million across Funds I, II, and III. Ashford is a significant stakeholder whose interests are currently aligned with Ironside's — both parties have suffered losses as a result of the alleged misvaluation by Vantor. It is conceivable that Ashford could, in a separate proceeding, assert claims against Ironside in its capacity as general partner or investment manager of the affected funds; however, there is no current indication that such claims are contemplated. Ashford's interests in the proposed litigation against Vantor are aligned with those of Ironside, our prospective client. No conflict is presented.

DataVault Solutions Inc. (Vantor's Email Archive Vendor)

The Firm's conflicts database was searched for DataVault Solutions Inc. No current or prior client relationship between Calderwood & Harkness and DataVault Solutions was identified. DataVault is Vantor's email archive and electronic data management vendor and may be the target of a pre-suit subpoena under CPLR § 3102(c) for the preservation and production of Vantor's electronically stored information. Calderwood & Harkness may issue such a subpoena on behalf of Ironside. No conflict is presented.

Meridian Investor Services LLC (Ironside's Replacement Fund Administrator)

The Firm's conflicts database was searched for Meridian Investor Services LLC and its CEO, Anne-Claire Dupont. No current or prior client relationship between Calderwood & Harkness and Meridian Investor Services was identified. Meridian was retained by Ironside in October 2023 as its replacement fund administrator following the termination of the Vantor relationship. Meridian is not a party to the dispute and is not expected to be a witness. No conflict is presented.

Brookstone ADR Services LLC (Potential Mediation Provider)

The Firm's conflicts database was searched for Brookstone ADR Services LLC. No current or prior client relationship between Calderwood & Harkness and Brookstone ADR Services was identified. Brookstone is a potential neutral mediation services provider and would not occupy an adversarial role in the matter. No conflict is presented.

Harmon-Bryce Valuation Advisors LLC (Independent Valuation Consultant)

The Firm's conflicts database was searched for Harmon-Bryce Valuation Advisors LLC and its principal, Dr. Lena Galbraith. No current or prior client relationship between Calderwood & Harkness and Harmon-Bryce was identified. Harmon-Bryce is the independent valuation consultant already retained by Ironside as of September 5, 2023, to perform a comprehensive re-valuation of the illiquid credit and structured-product positions at issue. If the matter proceeds to litigation, Harmon-Bryce's engagement as a litigation expert may be formalized through a Calderwood & Harkness expert retention letter. Calderwood & Harkness would be engaging Harmon-Bryce on behalf of the client, not in an adverse capacity. No conflict is presented.

D. Engagement Team Personal Conflicts Check

Each member of the proposed engagement team provided a written confirmation regarding personal, financial, familial, and prior professional relationships with the entities and individuals identified in Section III. The results are as follows:

• Samuel Eklund (Responsible Partner): Mr. Eklund has confirmed that he has no personal, financial, or familial relationship with any entity or individual listed in Section III. Mr. Eklund further confirmed that he has no prior professional relationship with Whitfield, Dane & Corcoran LLP, Gregory Dane, or any member of the anticipated opposing counsel team. Mr. Eklund has never represented Vantor Holdings Corp. or any of its officers or directors in any capacity.

• Linda Osei (Billing Partner): Ms. Osei has confirmed that she has no personal, financial, or familial relationship with any entity or individual listed in Section III. Ms. Osei has no prior professional or social relationship with any personnel of Vantor Holdings Corp. or Whitfield, Dane & Corcoran LLP. Ms. Osei does not hold any financial interest in any entity listed in Section III.

• Yuki Nakamura (Lead Associate): Ms. Nakamura has confirmed that she has no personal, financial, or familial relationship with any entity or individual listed in Section III. Ms. Nakamura has no prior professional relationship with any party, counsel, or third party associated with this matter.

• Carlos Espinoza (Working Associate): Mr. Espinoza has confirmed that he has no personal, financial, or familial relationship with any entity or individual listed in Section III. Mr. Espinoza has no prior professional relationship with any party, counsel, or third party associated with this matter.

Written confirmations from all four engagement team members are on file with the Conflicts Clearance Coordinator and are maintained in the matter intake file for 1023-00002.

E. Lateral Hire / Portability Review

A review of the Firm's lateral-hire portability records was conducted to determine whether any member of the proposed engagement team, or any other Calderwood & Harkness attorney firm-wide, has a prior affiliation with Whitfield, Dane & Corcoran LLP, Vantor Holdings Corp.'s in-house legal department, or any other firm previously representing Vantor that could give rise to a disqualification risk or ethical screening obligation under New York Rule of Professional Conduct 1.10.

The results of this review are as follows:

• No member of the proposed engagement team has lateraled from Whitfield, Dane & Corcoran LLP.

• No member of the proposed engagement team has lateraled from Vantor Holdings Corp.'s in-house legal department.

• No member of the proposed engagement team has lateraled from any law firm previously known to have represented Vantor Holdings Corp.

• No Calderwood & Harkness attorney firm-wide has been identified as having an ethical screen or portability issue relevant to any entity, individual, or matter described in this memorandum.

No lateral-hire portability conflicts were identified.

VI. POTENTIAL ISSUES FLAGGED FOR MONITORING

Although no conflicts have been identified, the following matters are flagged for ongoing monitoring in accordance with the Firm's Conflicts Management Policy. If any of the circumstances described below materialize, the conflicts analysis should be promptly reassessed.

LP Arbitrations

Ironside's General Counsel, Katherine Lim, has informed the engagement team that three limited partner arbitrations are currently pending against Ironside Capital Management LP and/or the individual fund entities, arising from the same series of misvaluation events that form the basis of the proposed claims against Vantor. The identities of all limited partner claimants in those arbitrations have not yet been disclosed to Calderwood & Harkness. If any such LP claimant retains Calderwood & Harkness in any matter, or if any LP claimant is an existing client of the Firm, a new conflict could arise that would require analysis under New York Rules of Professional Conduct 1.7 and 1.13.

The three LP arbitrations should be tracked as part of the Firm's ongoing conflict monitoring for this matter. The one known LP investor, Ashford Endowment Partners LP, has been cleared above. Calderwood & Harkness should request from Ironside's General Counsel the identities of all LP claimants in the pending arbitrations as soon as practicable, so that supplemental conflict searches can be run.

D&O Insurer — Veltrano Mutual Insurance Co.

Calderwood & Harkness does not currently represent Veltrano Mutual Insurance Co. in any matter, nor has the Firm previously represented Veltrano. However, Veltrano is the carrier of Vantor's directors and officers liability insurance policy, with a per-occurrence limit of $50 million. Veltrano may assert coverage defenses, participate in settlement negotiations, fund Vantor's defense, or seek to intervene in the proceedings. In addition, Veltrano may assign or direct counsel, which could alter the opposing counsel landscape.

Should Calderwood & Harkness be retained by or become adverse to Veltrano Mutual Insurance Co. in any unrelated matter in the future, this engagement should be promptly flagged for review to ensure that no impermissible concurrent conflict arises.

Vantor's Other Fund Administration Clients

Vantor Holdings Corp. provides fund administration services to approximately 140 hedge fund clients, representing approximately $62 billion in total administered assets. It is conceivable that an existing or future Calderwood & Harkness client is also a Vantor fund administration client. Should such a relationship be identified, the Firm must assess whether Calderwood & Harkness's prosecution of claims against Vantor on behalf of Ironside could create a material limitation conflict or otherwise adversely affect the interests of the other C&H client. This does not create a present conflict but warrants ongoing monitoring.

Regulatory Proceedings

If the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other federal or state regulatory body initiates an investigation or enforcement proceeding involving any party to this matter — including Ironside, Vantor, any individual officer or employee, or any third-party service provider — the conflicts landscape may change materially. Regulatory proceedings could, among other things, create witness conflicts, implicate the Firm's obligations under securities laws, or give rise to new adverse-party relationships. The conflicts analysis should be promptly reassessed in the event any regulatory proceeding is identified.

VII. CONCLUSION AND CLEARANCE

Based on the comprehensive conflicts search described in this memorandum — including entity and individual name searches conducted in the Firm's conflicts management system on October 26–27, 2023, cross-referencing against current active client matters, closed client matters within the past five years, the adverse party database, lateral-hire portability lists, and personal financial and relationship disclosures of all proposed engagement team members — Calderwood & Harkness LLP has identified no conflicts of interest that would preclude the Firm from accepting the engagement to represent Ironside Capital Management LP in its anticipated claims against Vantor Holdings Corp.

The proposed engagement is CLEARED effective October 28, 2023.

The undersigned recommend that the Firm proceed with the following steps:

1. Execute the engagement letter, to be dated November 1, 2023, substantially in the form approved by the Responsible Partner and the Billing Partner.

2. Open the new matter file under Matter No. 1023-00002.

3. Complete standard new-client intake procedures, including anti-money laundering and know-your-client verification for Ironside Capital Management LP.

4. Request from Ironside's General Counsel, Katherine Lim, the identities of all limited partner claimants in the three pending LP arbitrations, for purposes of supplemental conflict screening.

5. Implement ongoing monitoring protocols for the potential issues identified in Section VI above, including periodic re-screening at intervals consistent with the Firm's Conflicts Management Policy.

This clearance is subject to ongoing monitoring obligations. Any changes in party composition, the identification of additional defendants or third parties, changes in third-party involvement, changes in the composition of the engagement team, or changes in the Firm's client relationships that may bear on the matters described herein should be promptly reported to the Conflicts Clearance Coordinator for supplemental review.

VIII. SIGNATURE AND APPROVAL

Prepared by:

Yuki Nakamura Lead Associate, Litigation Department Calderwood & Harkness LLP

Date: October 28, 2023

Carlos Espinoza Working Associate, Litigation Department Calderwood & Harkness LLP

Date: October 28, 2023

Date of Conflicts Search: October 26–27, 2023

Date of Memorandum: October 28, 2023

Reviewed and Approved:

SAMUEL EKLUND Responsible Partner, Litigation Department

Signature: ________

Date: ________

LINDA OSEI Billing Partner, Litigation Department

Signature: ________

Date: ________

Conflicts Clearance Coordinator Confirmation:

CONFLICTS CLEARANCE COORDINATOR Office of the General Counsel, Calderwood & Harkness LLP

Signature: ________

Name: ________

Title: ________

Date: ________

CALDERWOOD & HARKNESS LLP 51 West 52nd Street, 40th Floor New York, New York 10019

CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is prepared in anticipation of litigation and is protected by the attorney work product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP and is not to be disclosed to any third party without the prior written authorization of the Responsible Partner.

Name	Role	Department
Samuel Eklund	Responsible Partner	Litigation
Linda Osei	Billing Partner	Litigation
Yuki Nakamura	Lead Associate	Litigation
Carlos Espinoza	Working Associate	Litigation

CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — ATTORNEY WORK PRODUCT
INTERNAL CONFLICT CHECK MEMORANDUM
October 28, 2023
TO: Samuel Eklund, Responsible Partner, Litigation Department Linda Osei, Billing Partner, Litigation Department
FROM: Yuki Nakamura, Lead Associate, Litigation Department Carlos Espinoza, Working Associate, Litigation Department
RE: Conflict Clearance — Prospective Engagement: Ironside Capital Management LP v. Vantor Holdings Corp.
NEW MATTER NUMBER: 1023-00002
PRIORITY / STATUS: CLEARED — No conflicts identified; engagement may proceed
I. PURPOSE AND SUMMARY OF CONCLUSIONS
This memorandum documents the results of a comprehensive conflicts search conducted in connection with the proposed retention of Calderwood & Harkness LLP ("C&H" or the "Firm") by Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership with principal offices at 680 Park Avenue, 34th Floor, New York, New York 10065, in anticipated litigation against Vantor Holdings Corp. ("Vantor" or "VHC"), a Delaware corporation with principal offices at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. The proposed engagement involves the prosecution of fraud, breach of contract, and related claims arising from the systematic misvaluation of illiquid credit and structured-product positions across three Ironside feeder funds by Vantor during the period from Q1 2021 through Q3 2023, resulting in aggregate estimated losses of approximately $287 million.
The Firm's conflicts management system was searched on October 26–27, 2023. In addition, manual cross-referencing and individual engagement team disclosures were reviewed and analyzed. Based on this comprehensive review, no current or former client conflicts, no adverse-party conflicts, no business relationship conflicts, and no attorney personal conflicts were identified with respect to any entity or individual associated with the proposed engagement.
Accordingly, the engagement is cleared to proceed subject to standard new-matter intake procedures, including execution of a formal engagement letter and completion of required anti-money laundering and know-your-client verification for the prospective client.
This memorandum was prepared for the review and approval of the Responsible Partner (Samuel Eklund) and the Billing Partner (Linda Osei) prior to the execution of the engagement letter, which is anticipated to be dated November 1, 2023.
II. PROPOSED ENGAGEMENT DESCRIPTION
Prospective Client
Ironside Capital Management LP is a Delaware limited partnership (DE LP File No. LP-2009-04817) founded in 2009 by Elliot Brennan and Marguerite Dao. Ironside is a multi-strategy credit hedge fund platform with approximately $4.2 billion in assets under management ("AUM") across five investment vehicles, including the three feeder funds directly implicated in the proposed litigation. Ironside's principal offices are located at 680 Park Avenue, 34th Floor, New York, New York 10065. Ironside is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940.
Ironside Capital Management LP has not previously been a client of Calderwood & Harkness LLP. This would constitute a new client relationship for the Firm.
Nature of Proposed Matter
Calderwood & Harkness has been asked to represent Ironside in the anticipated prosecution of claims against Vantor Holdings Corp. arising from Vantor's role as fund administrator and valuation services provider for three Ironside feeder funds. Specifically, Ironside alleges that Vantor engaged in the systematic misvaluation of illiquid credit instruments and structured-product positions across the following three funds during the period from Q1 2021 through Q3 2023:
(a) Ironside Credit Opportunities Fund LP ("Fund I") — approximately $1.8 billion in net asset value;
(b) Ironside Structured Alpha Fund LP ("Fund II") — approximately $1.1 billion in net asset value; and
(c) Ironside Special Situations Fund LP ("Fund III") — approximately $680 million in net asset value.
The anticipated claims include, without limitation, fraud, negligent misrepresentation, breach of contract (including breach of the Fund Administration Agreement dated January 15, 2020, as amended), breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment. The aggregate losses attributable to the alleged misvaluation are estimated at approximately $287 million.
Adverse Party
Vantor Holdings Corp. is a Delaware corporation (DE Corp. File No. Corp-2012-07233) that provides fund administration and valuation services to hedge funds and other alternative investment vehicles. Vantor is headquartered at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. The firm services approximately 140 hedge-fund clients with approximately $62 billion in total administered assets. Vantor's chief executive officer is Raymond Kettler, and the firm's president and chief operating officer is Susan Hargrove.
In addition to the corporate entity, individual officers and employees of Vantor may be named as defendants or as parties against whom aiding and abetting claims are asserted, including Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations), both of whom had direct supervisory and operational responsibility for the Ironside account.
Anticipated Forum
New York Supreme Court, Commercial Division, New York County. Forum selection is governed by Section 14.3 of the Fund Administration Agreement, which contains a mandatory forum selection clause designating New York County, New York, as the exclusive forum for disputes arising under or in connection with the agreement.
Proposed Engagement Team
The following C&H attorneys are proposed for assignment to the matter:
Additional team members may be assigned as the matter progresses. Any additions to the engagement team will be subject to supplemental conflicts screening at the time of assignment.
III. ENTITIES AND INDIVIDUALS SEARCHED
The following entities and individuals were searched in the Firm's conflicts management system on October 26–27, 2023. The list was compiled based on information provided by Ironside's General Counsel, Katherine Lim, as well as publicly available corporate filings, regulatory records, and preliminary factual investigation conducted by the proposed engagement team.
A. Client-Side Entities
1.  Ironside Capital Management LP (Ironside / ICM) — Delaware limited partnership; DE LP File No. LP-2009-04817; 680 Park Avenue, 34th Floor, New York, NY 10065.
2.  Ironside Credit Opportunities Fund LP (Fund I) — Delaware limited partnership; approximately $1.8 billion NAV; investment vehicle managed by Ironside Capital Management LP.
3.  Ironside Structured Alpha Fund LP (Fund II) — Delaware limited partnership; approximately $1.1 billion NAV; investment vehicle managed by Ironside Capital Management LP.
4.  Ironside Special Situations Fund LP (Fund III) — Delaware limited partnership; approximately $680 million NAV; investment vehicle managed by Ironside Capital Management LP.
5.  Capitol Registered Agents Inc. — Delaware corporation; serves as Ironside's registered agent in Delaware; 1209 Orange Street, Wilmington, DE 19801.
B. Client-Side Key Personnel
1.  Elliot Brennan — Co-Founder, Managing Partner & Chief Investment Officer, Ironside Capital Management LP.
2.  Marguerite Dao — Co-Founder, President & Chief Operating Officer, Ironside Capital Management LP.
3.  Rajiv Subramanian — Chief Financial Officer, Ironside Capital Management LP.
4.  Katherine Lim — General Counsel & Chief Compliance Officer, Ironside Capital Management LP.
5.  Derek Holt — Head of Operations, Ironside Capital Management LP.
6.  Priya Venkatesh — Portfolio Manager, Ironside Credit Opportunities Fund LP (Fund I).
7.  Marcus Threadgill — Portfolio Manager, Ironside Structured Alpha Fund LP (Fund II).
C. Adverse Party Entities
1.  Vantor Holdings Corp. (Vantor / VHC) — Delaware corporation; DE Corp. File No. Corp-2012-07233; 1400 Brickell Avenue, Suite 2200, Miami, FL 33131.
2.  Palmetto Corporate Services Inc. — Delaware corporation; serves as Vantor's registered agent in Delaware; 850 New Burton Road, Suite 201, Dover, DE 19904.
D. Adverse Party Key Personnel
1.  Raymond Kettler — Chief Executive Officer & Chairman, Vantor Holdings Corp.
2.  Susan Hargrove — President & Chief Operating Officer, Vantor Holdings Corp.
3.  Nathan Orris — Senior Vice President, Valuation Services, Vantor Holdings Corp. Mr. Orris served as the lead contact for the Ironside account and is a potential individual target for aiding and abetting claims.
4.  Deepa Rajaram — Vice President, Client Valuation Operations, Vantor Holdings Corp. Ms. Rajaram served as the day-to-day supervisor for the Ironside portfolios and is a potential individual target for aiding and abetting claims.
5.  Timothy Falk — Chief Financial Officer, Vantor Holdings Corp.
E. Anticipated Opposing Counsel
1.  Whitfield, Dane & Corcoran LLP ("WDC") — Florida limited liability partnership; 200 South Biscayne Boulevard, Suite 3600, Miami, FL 33131. WDC is anticipated to serve as litigation counsel for Vantor Holdings Corp. based on information provided by Ironside's General Counsel, Katherine Lim, who received a communication from WDC on October 18, 2023, indicating that WDC had been retained by Vantor in connection with the dispute.
2.  Gregory Dane — Lead Partner (Co-Managing Partner), Whitfield, Dane & Corcoran LLP.
3.  Allison Breck — Senior Associate, Whitfield, Dane & Corcoran LLP.
4.  Jordan Mayhew — Associate, Whitfield, Dane & Corcoran LLP.
F. Vantor's D&O Insurer
1.  Veltrano Mutual Insurance Co. — Mutual insurance company; domiciled in Connecticut; 100 Constitution Plaza, Hartford, CT 06103. Veltrano is the carrier of Vantor's directors and officers liability insurance policy, with a policy limit of $50 million per occurrence. Veltrano may assert coverage positions, participate in settlement discussions, or intervene in the proceedings.
G. Third-Party Entities and Persons with Potential Involvement
1.  Claremont & Strauss LLP — Ironside's independent auditor; 277 Park Avenue, 18th Floor, New York, NY 10172. Audit partner: Howard Stein. Claremont & Strauss may be called as a fact witness with respect to the audited financial statements of the Ironside funds during the relevant period.
2.  Fenton Graff & Associates LLP — Vantor's independent auditor; 333 SE 2nd Avenue, Suite 1800, Miami, FL 33131. Fenton Graff may possess relevant information regarding Vantor's internal controls and valuation methodologies.
3.  Northpoint Securities LLC — Ironside's prime broker; 390 Madison Avenue, 12th Floor, New York, NY 10017. Relationship manager: Dana Crossley. Northpoint may be a source of independent pricing data, and Ms. Crossley has been identified as the individual who flagged a $12.6 million discrepancy in independent price indications in July 2023, which contributed to the discovery of the alleged misvaluation.
4.  Harmon-Bryce Valuation Advisors LLC — Independent valuation consultant already retained by Ironside (as of September 5, 2023) to perform a comprehensive re-valuation of the affected positions; principal: Dr. Lena Galbraith, CFA, ASA; 1185 Avenue of the Americas, Suite 1400, New York, NY 10036. Dr. Galbraith's engagement as a litigation expert may later be formalized through an C&H expert retention letter.
5.  Meridian Investor Services LLC — Ironside's replacement fund administrator, retained in October 2023 following the termination of the Vantor relationship; CEO: Anne-Claire Dupont; 2 Stamford Plaza, 281 Tresser Boulevard, Suite 600, Stamford, CT 06901.
6.  Ashford Endowment Partners LP — Lead institutional limited partner in the Ironside fund complex; committed capital of approximately $340 million across Funds I, II, and III; managing director: Philip Ashford III; 55 Church Street, Suite 800, New Haven, CT 06510. Ashford is the largest single investor in the Ironside funds and its interests are aligned with Ironside's in this dispute.
7.  DataVault Solutions Inc. — Vantor's email archive and electronic data management vendor; 14 Commerce Drive, Cranford, NJ 07016. DataVault is a potential target of a pre-suit subpoena under CPLR § 3102(c) for preservation and production of Vantor's electronically stored information.
8.  Brookstone ADR Services LLC — Potential mediation services provider; 575 Lexington Avenue, Suite 1200, New York, NY 10022. Brookstone may be engaged if the parties agree to attempt mediation prior to or during the pendency of the litigation.
IV. CONFLICTS SEARCH METHODOLOGY
The conflicts search was conducted on October 26–27, 2023, using Calderwood & Harkness's firm-wide conflicts management system, known internally as the New Matter Intake Database ("NMID"). The NMID is maintained by the Firm's General Counsel's office in coordination with the Conflicts Clearance Coordinator and contains records of all current active matters, all closed matters within the retention period (currently ten years from the date of matter closure), all adverse party entries, and all lateral-hire portability disclosures.
The search was conducted by Yuki Nakamura, Lead Associate, under the supervision of the Conflicts Clearance Coordinator, with verification by Carlos Espinoza, Working Associate. The following search parameters were employed:
(a) Entity Name Searches. All entity names listed in Section III above were searched, including full legal names, short names, trade names, and known d/b/a designations. Partial-match and phonetic-match algorithms were applied to capture potential variations in spelling or abbreviation.
(b) Individual Name Searches. All individual names listed in Section III above were searched, including first name, last name, and known middle initials. The search also included common alternative spellings and shortened name forms.
(c) Cross-Reference Against Current Active Client Matters. The search results were cross-referenced against the full inventory of current active client matters maintained by the Firm across all offices and practice groups, to identify any matter in which the Firm currently represents or is adverse to any entity or individual listed in Section III.
(d) Cross-Reference Against Closed Client Matters. The search results were cross-referenced against all closed client matters within the past five years (i.e., matters closed on or after October 27, 2018), to identify any prior representation or adverse relationship that could give rise to a former-client conflict under applicable rules of professional conduct.
(e) Cross-Reference Against Adverse Party Database. The search results were cross-referenced against the Firm's adverse party database to determine whether any entity or individual listed in Section III has appeared as an adverse party in any current or recent Firm matter.
(f) Cross-Reference Against Lateral-Hire Portability Lists. The search results were cross-referenced against the portability and ethical screen disclosures provided by all attorneys who have laterally joined the Firm within the past three years, to identify any potential disqualification or screening obligation.
(g) Personal Financial and Relationship Disclosures. Each member of the proposed engagement team — Samuel Eklund, Linda Osei, Yuki Nakamura, and Carlos Espinoza — was asked to review the list of entities and individuals in Section III and to confirm whether he or she has any personal, financial, familial, or prior professional relationship with any such entity or individual. Written confirmations were received from all four team members and are maintained in the matter intake file.
In addition to the database searches described above, Yuki Nakamura conducted a manual review of the Firm's marketing, business development, and pitch materials to confirm that Calderwood & Harkness has not been involved in any prior pitch, proposal, request for proposal response, or advisory role for Vantor Holdings Corp., Whitfield, Dane & Corcoran LLP, or any other adverse party or anticipated opposing counsel identified in Section III. No such involvement was identified.
The methodology described above is consistent with the Firm's Conflicts Management Policy, as revised effective January 1, 2023, and with the requirements of the New York Rules of Professional Conduct, including Rules 1.7, 1.9, and 1.10.
V. RESULTS OF CONFLICTS SEARCH
A. Current Client Matters
The search of the Firm's current active matter inventory yielded the following results:
•  Vantor Holdings Corp.: No current Calderwood & Harkness client relationship with Vantor Holdings Corp. or any Vantor affiliate was identified. Vantor does not appear as a current client of the Firm in any capacity — neither as a named client, a subsidiary, an affiliate, nor as a party for whom the Firm has provided any form of legal services.
•  Whitfield, Dane & Corcoran LLP: No current Calderwood & Harkness client relationship with Whitfield, Dane & Corcoran LLP was identified. WDC does not appear as a current client of the Firm.
•  Veltrano Mutual Insurance Co.: No current Calderwood & Harkness client relationship with Veltrano Mutual Insurance Co. was identified. Veltrano does not appear as a current client of the Firm.
•  Adverse Party Key Personnel (Section III.D): No current Calderwood & Harkness representation of any individual identified in Section III.D above — including Raymond Kettler, Susan Hargrove, Nathan Orris, Deepa Rajaram, and Timothy Falk — was identified.
•  Anticipated Opposing Counsel (Section III.E): No current Calderwood & Harkness representation of any individual or entity identified in Section III.E above — including Gregory Dane, Allison Breck, and Jordan Mayhew — was identified.
•  Ironside Capital Management LP: No prior or current representation by Calderwood & Harkness was identified. Ironside Capital Management LP would be a new client of the Firm. This is consistent with the information provided by Ironside's General Counsel, Katherine Lim, who confirmed that Ironside has not previously engaged Calderwood & Harkness for any matter.
B. Former / Closed Client Matters
The search of the Firm's closed matter database (covering matters closed within the past five years) yielded the following results:
•  Vantor Holdings Corp.: No prior Calderwood & Harkness representation of Vantor Holdings Corp. or any predecessor entity was identified. Vantor has never been a client of the Firm.
•  Raymond Kettler, Susan Hargrove, Nathan Orris, Deepa Rajaram, Timothy Falk: No prior Calderwood & Harkness representation of any of these individuals in any capacity — personal, corporate, or otherwise — was identified.
•  Whitfield, Dane & Corcoran LLP: No prior Calderwood & Harkness representation of Whitfield, Dane & Corcoran LLP was identified. The Firm has not previously served as counsel to WDC.
•  Gregory Dane, Allison Breck, Jordan Mayhew: No prior Calderwood & Harkness representation of any of these individuals was identified.
•  Veltrano Mutual Insurance Co.: No prior Calderwood & Harkness representation of Veltrano Mutual Insurance Co. was identified.
•  Fenton Graff & Associates LLP: No prior Calderwood & Harkness representation of Fenton Graff & Associates LLP was identified.
•  Palmetto Corporate Services Inc.: No prior Calderwood & Harkness representation of Palmetto Corporate Services Inc. was identified.
No former-client conflicts under New York Rule of Professional Conduct 1.9 were identified.
C. Existing Client Relationships Requiring Analysis
Although the search did not reveal any direct conflicts, the following third-party relationships were analyzed to ensure completeness and to document the Firm's diligence:
Claremont & Strauss LLP (Ironside's Independent Auditor)
The Firm's conflicts database was searched for Claremont & Strauss LLP and its identified audit partner, Howard Stein. No current or prior client relationship between Calderwood & Harkness and Claremont & Strauss was identified. No adverse-party entry for Claremont & Strauss was found. Claremont & Strauss serves as Ironside's independent auditor and may be called as a fact witness in the anticipated litigation to address, among other things, the audited financial statements of the Ironside funds during the Q1 2021 through Q3 2023 period. Calderwood & Harkness will not be adverse to Claremont & Strauss in this matter, and the Firm's representation of Ironside does not present any conflict with respect to Claremont & Strauss. No conflict is presented.
Northpoint Securities LLC (Ironside's Prime Broker)
The Firm's conflicts database was searched for Northpoint Securities LLC and its identified relationship manager, Dana Crossley. No current client relationship between Calderwood & Harkness and Northpoint Securities was identified. One closed matter was identified: in 2018, Calderwood & Harkness represented a party adverse to a different Northpoint Securities client in an unrelated securities regulatory matter (Matter No. 1023-00002). That matter was fully resolved and closed in 2018. The closed matter involved entirely different parties, different subject matter, and different legal issues. There is no substantial relationship between that prior matter and the proposed Ironside engagement. No conflict is presented under New York Rule of Professional Conduct 1.9.
Northpoint Securities is Ironside's prime broker and may be a source of independent pricing data relevant to the misvaluation claims. In particular, Dana Crossley, Northpoint's relationship manager for the Ironside account, has been identified as the individual who flagged a $12.6 million discrepancy between Vantor's reported valuations and independent price indications in July 2023. This discrepancy was a key catalyst in Ironside's discovery of the broader misvaluation pattern. Calderwood & Harkness does not anticipate taking any position adverse to Northpoint Securities in this matter. No conflict is presented.
Ashford Endowment Partners LP (Lead Institutional Limited Partner)
The Firm's conflicts database was searched for Ashford Endowment Partners LP and its managing director, Philip Ashford III. No current or prior representation of Ashford Endowment Partners LP or Philip Ashford III by Calderwood & Harkness was identified. No adverse-party entry for Ashford or Mr. Ashford was found.
Ashford Endowment Partners LP is the lead institutional limited partner in the Ironside fund complex, with committed capital of approximately $340 million across Funds I, II, and III. Ashford is a significant stakeholder whose interests are currently aligned with Ironside's — both parties have suffered losses as a result of the alleged misvaluation by Vantor. It is conceivable that Ashford could, in a separate proceeding, assert claims against Ironside in its capacity as general partner or investment manager of the affected funds; however, there is no current indication that such claims are contemplated. Ashford's interests in the proposed litigation against Vantor are aligned with those of Ironside, our prospective client. No conflict is presented.
DataVault Solutions Inc. (Vantor's Email Archive Vendor)
The Firm's conflicts database was searched for DataVault Solutions Inc. No current or prior client relationship between Calderwood & Harkness and DataVault Solutions was identified. DataVault is Vantor's email archive and electronic data management vendor and may be the target of a pre-suit subpoena under CPLR § 3102(c) for the preservation and production of Vantor's electronically stored information. Calderwood & Harkness may issue such a subpoena on behalf of Ironside. No conflict is presented.
Meridian Investor Services LLC (Ironside's Replacement Fund Administrator)
The Firm's conflicts database was searched for Meridian Investor Services LLC and its CEO, Anne-Claire Dupont. No current or prior client relationship between Calderwood & Harkness and Meridian Investor Services was identified. Meridian was retained by Ironside in October 2023 as its replacement fund administrator following the termination of the Vantor relationship. Meridian is not a party to the dispute and is not expected to be a witness. No conflict is presented.
Brookstone ADR Services LLC (Potential Mediation Provider)
The Firm's conflicts database was searched for Brookstone ADR Services LLC. No current or prior client relationship between Calderwood & Harkness and Brookstone ADR Services was identified. Brookstone is a potential neutral mediation services provider and would not occupy an adversarial role in the matter. No conflict is presented.
Harmon-Bryce Valuation Advisors LLC (Independent Valuation Consultant)
The Firm's conflicts database was searched for Harmon-Bryce Valuation Advisors LLC and its principal, Dr. Lena Galbraith. No current or prior client relationship between Calderwood & Harkness and Harmon-Bryce was identified. Harmon-Bryce is the independent valuation consultant already retained by Ironside as of September 5, 2023, to perform a comprehensive re-valuation of the illiquid credit and structured-product positions at issue. If the matter proceeds to litigation, Harmon-Bryce's engagement as a litigation expert may be formalized through a Calderwood & Harkness expert retention letter. Calderwood & Harkness would be engaging Harmon-Bryce on behalf of the client, not in an adverse capacity. No conflict is presented.
D. Engagement Team Personal Conflicts Check
Each member of the proposed engagement team provided a written confirmation regarding personal, financial, familial, and prior professional relationships with the entities and individuals identified in Section III. The results are as follows:
•  Samuel Eklund (Responsible Partner): Mr. Eklund has confirmed that he has no personal, financial, or familial relationship with any entity or individual listed in Section III. Mr. Eklund further confirmed that he has no prior professional relationship with Whitfield, Dane & Corcoran LLP, Gregory Dane, or any member of the anticipated opposing counsel team. Mr. Eklund has never represented Vantor Holdings Corp. or any of its officers or directors in any capacity.
•  Linda Osei (Billing Partner): Ms. Osei has confirmed that she has no personal, financial, or familial relationship with any entity or individual listed in Section III. Ms. Osei has no prior professional or social relationship with any personnel of Vantor Holdings Corp. or Whitfield, Dane & Corcoran LLP. Ms. Osei does not hold any financial interest in any entity listed in Section III.
•  Yuki Nakamura (Lead Associate): Ms. Nakamura has confirmed that she has no personal, financial, or familial relationship with any entity or individual listed in Section III. Ms. Nakamura has no prior professional relationship with any party, counsel, or third party associated with this matter.
•  Carlos Espinoza (Working Associate): Mr. Espinoza has confirmed that he has no personal, financial, or familial relationship with any entity or individual listed in Section III. Mr. Espinoza has no prior professional relationship with any party, counsel, or third party associated with this matter.
Written confirmations from all four engagement team members are on file with the Conflicts Clearance Coordinator and are maintained in the matter intake file for 1023-00002.
E. Lateral Hire / Portability Review
A review of the Firm's lateral-hire portability records was conducted to determine whether any member of the proposed engagement team, or any other Calderwood & Harkness attorney firm-wide, has a prior affiliation with Whitfield, Dane & Corcoran LLP, Vantor Holdings Corp.'s in-house legal department, or any other firm previously representing Vantor that could give rise to a disqualification risk or ethical screening obligation under New York Rule of Professional Conduct 1.10.
The results of this review are as follows:
•  No member of the proposed engagement team has lateraled from Whitfield, Dane & Corcoran LLP.
•  No member of the proposed engagement team has lateraled from Vantor Holdings Corp.'s in-house legal department.
•  No member of the proposed engagement team has lateraled from any law firm previously known to have represented Vantor Holdings Corp.
•  No Calderwood & Harkness attorney firm-wide has been identified as having an ethical screen or portability issue relevant to any entity, individual, or matter described in this memorandum.
No lateral-hire portability conflicts were identified.
VI. POTENTIAL ISSUES FLAGGED FOR MONITORING
Although no conflicts have been identified, the following matters are flagged for ongoing monitoring in accordance with the Firm's Conflicts Management Policy. If any of the circumstances described below materialize, the conflicts analysis should be promptly reassessed.
LP Arbitrations
Ironside's General Counsel, Katherine Lim, has informed the engagement team that three limited partner arbitrations are currently pending against Ironside Capital Management LP and/or the individual fund entities, arising from the same series of misvaluation events that form the basis of the proposed claims against Vantor. The identities of all limited partner claimants in those arbitrations have not yet been disclosed to Calderwood & Harkness. If any such LP claimant retains Calderwood & Harkness in any matter, or if any LP claimant is an existing client of the Firm, a new conflict could arise that would require analysis under New York Rules of Professional Conduct 1.7 and 1.13.
The three LP arbitrations should be tracked as part of the Firm's ongoing conflict monitoring for this matter. The one known LP investor, Ashford Endowment Partners LP, has been cleared above. Calderwood & Harkness should request from Ironside's General Counsel the identities of all LP claimants in the pending arbitrations as soon as practicable, so that supplemental conflict searches can be run.
D&O Insurer — Veltrano Mutual Insurance Co.
Calderwood & Harkness does not currently represent Veltrano Mutual Insurance Co. in any matter, nor has the Firm previously represented Veltrano. However, Veltrano is the carrier of Vantor's directors and officers liability insurance policy, with a per-occurrence limit of $50 million. Veltrano may assert coverage defenses, participate in settlement negotiations, fund Vantor's defense, or seek to intervene in the proceedings. In addition, Veltrano may assign or direct counsel, which could alter the opposing counsel landscape.
Should Calderwood & Harkness be retained by or become adverse to Veltrano Mutual Insurance Co. in any unrelated matter in the future, this engagement should be promptly flagged for review to ensure that no impermissible concurrent conflict arises.
Vantor's Other Fund Administration Clients
Vantor Holdings Corp. provides fund administration services to approximately 140 hedge fund clients, representing approximately $62 billion in total administered assets. It is conceivable that an existing or future Calderwood & Harkness client is also a Vantor fund administration client. Should such a relationship be identified, the Firm must assess whether Calderwood & Harkness's prosecution of claims against Vantor on behalf of Ironside could create a material limitation conflict or otherwise adversely affect the interests of the other C&H client. This does not create a present conflict but warrants ongoing monitoring.
Regulatory Proceedings
If the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other federal or state regulatory body initiates an investigation or enforcement proceeding involving any party to this matter — including Ironside, Vantor, any individual officer or employee, or any third-party service provider — the conflicts landscape may change materially. Regulatory proceedings could, among other things, create witness conflicts, implicate the Firm's obligations under securities laws, or give rise to new adverse-party relationships. The conflicts analysis should be promptly reassessed in the event any regulatory proceeding is identified.
VII. CONCLUSION AND CLEARANCE
Based on the comprehensive conflicts search described in this memorandum — including entity and individual name searches conducted in the Firm's conflicts management system on October 26–27, 2023, cross-referencing against current active client matters, closed client matters within the past five years, the adverse party database, lateral-hire portability lists, and personal financial and relationship disclosures of all proposed engagement team members — Calderwood & Harkness LLP has identified no conflicts of interest that would preclude the Firm from accepting the engagement to represent Ironside Capital Management LP in its anticipated claims against Vantor Holdings Corp.
The proposed engagement is CLEARED effective October 28, 2023.
The undersigned recommend that the Firm proceed with the following steps:
1.  Execute the engagement letter, to be dated November 1, 2023, substantially in the form approved by the Responsible Partner and the Billing Partner.
2.  Open the new matter file under Matter No. 1023-00002.
3.  Complete standard new-client intake procedures, including anti-money laundering and know-your-client verification for Ironside Capital Management LP.
4.  Request from Ironside's General Counsel, Katherine Lim, the identities of all limited partner claimants in the three pending LP arbitrations, for purposes of supplemental conflict screening.
5.  Implement ongoing monitoring protocols for the potential issues identified in Section VI above, including periodic re-screening at intervals consistent with the Firm's Conflicts Management Policy.
This clearance is subject to ongoing monitoring obligations. Any changes in party composition, the identification of additional defendants or third parties, changes in third-party involvement, changes in the composition of the engagement team, or changes in the Firm's client relationships that may bear on the matters described herein should be promptly reported to the Conflicts Clearance Coordinator for supplemental review.
VIII. SIGNATURE AND APPROVAL
Prepared by:
Yuki Nakamura Lead Associate, Litigation Department Calderwood & Harkness LLP
Date: October 28, 2023
Carlos Espinoza Working Associate, Litigation Department Calderwood & Harkness LLP
Date: October 28, 2023
Date of Conflicts Search: October 26–27, 2023
Date of Memorandum: October 28, 2023
Reviewed and Approved:
SAMUEL EKLUND Responsible Partner, Litigation Department
Signature: ________
Date: ________
LINDA OSEI Billing Partner, Litigation Department
Signature: ________
Date: ________
Conflicts Clearance Coordinator Confirmation:
CONFLICTS CLEARANCE COORDINATOR Office of the General Counsel, Calderwood & Harkness LLP
Signature: ________
Name: ________
Title: ________
Date: ________
CALDERWOOD & HARKNESS LLP 51 West 52nd Street, 40th Floor New York, New York 10019
CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is prepared in anticipation of litigation and is protected by the attorney work product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP and is not to be disclosed to any third party without the prior written authorization of the Responsible Partner.
Name | Role | Department
Samuel Eklund | Responsible Partner | Litigation
Linda Osei | Billing Partner | Litigation
Yuki Nakamura | Lead Associate | Litigation
Carlos Espinoza | Working Associate | Litigation

CALDERWOOD & HARKNESS LLP

INTERNAL CONFLICT CHECK MEMORANDUM

NEW MATTER NUMBER: 1023-00002

I. PURPOSE AND SUMMARY OF CONCLUSIONS

II. PROPOSED ENGAGEMENT DESCRIPTION

III. ENTITIES AND INDIVIDUALS SEARCHED

IV. CONFLICTS SEARCH METHODOLOGY

V. RESULTS OF CONFLICTS SEARCH

VI. POTENTIAL ISSUES FLAGGED FOR MONITORING

VII. CONCLUSION AND CLEARANCE

VIII. SIGNATURE AND APPROVAL

Record

Parties

Dates

Amounts