1023-00002 · Ironside Capital Management LP · Regulatory Coordination

memo-regulatory-coordination.docx DOCUMENT Litigation

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION

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

December 1, 2023

MEMORANDUM TO FILE

This memorandum constitutes attorney work product prepared in anticipation of litigation and is protected by the attorney-client privilege, the work-product doctrine, and all other applicable privileges and protections. This document is intended solely for the internal files of Calderwood & Harkness LLP and is not to be disclosed to any third party without the express written consent of the undersigned. Any inadvertent disclosure does not constitute a waiver of any applicable privilege.

I. Purpose of Memorandum

This memorandum documents a conference call held on Wednesday, November 29, 2023, at 2:00 p.m. Eastern Time, between the undersigned, Samuel Eklund, Partner at Calderwood & Harkness LLP, and Katherine Lim, General Counsel and Chief Compliance Officer of Ironside Capital Management LP ("Ironside" or the "Adviser"), regarding the regulatory implications arising from the discovery of Vantor Holdings Corp.'s ("Vantor") systematic misvaluation of illiquid credit and structured-product positions across Ironside's three feeder fund vehicles — Ironside Credit Opportunities Fund I LP ("Fund I"), Ironside Credit Opportunities Fund II LP ("Fund II"), and Ironside Credit Opportunities Fund III LP ("Fund III," and collectively with Fund I and Fund II, the "Funds") — during the period from the first quarter of 2021 through the third quarter of 2023 (the "Affected Period").

The primary purpose of this memorandum is to memorialize the delineation of responsibilities between Calderwood & Harkness LLP, in its capacity as litigation counsel to Ironside, and Ironside's in-house legal team, led by Katherine Lim, in its capacity as the entity responsible for regulatory compliance, SEC filings, auditor coordination, and investor communications. Additionally, this memorandum identifies the key regulatory action items triggered by the misvaluation and the anticipated litigation against Vantor, and records the substantive discussions that took place during the November 29, 2023 call regarding the scope, timing, and coordination of those action items.

By way of background, the misvaluation came to light following a comprehensive independent valuation review initiated by Ironside in the third quarter of 2023. On September 22, 2023, Harmon-Bryce Valuation Advisors LLC ("Harmon-Bryce" or "HBVA"), an SEC-registered valuation firm retained by Ironside, delivered its preliminary independent valuation report (Reference No. HBVA-2023-0922-IRON) identifying an aggregate overvaluation of approximately $287 million across 47 illiquid positions that had been priced by Vantor in its capacity as fund administrator for the Funds. The 47 positions at issue consist principally of collateralized loan obligations ("CLOs"), distressed credit instruments, and bespoke structured-product tranches — asset classes for which observable market pricing is limited and administrator discretion in applying valuation methodologies is substantial.

Upon receipt of the Harmon-Bryce preliminary report, Ironside acted swiftly to address the misvaluation. On October 3, 2023, Ironside terminated Vantor for cause pursuant to Section 12.2 of the Fund Administration Agreement dated March 15, 2019, as amended (the "FAA"), which provides for immediate termination upon a material breach of the administrator's valuation obligations under FAA §§ 3.1 and 4.2. Ironside transitioned fund administration to Meridian Investor Services LLC ("Meridian"), a nationally recognized third-party fund administrator, effective October 10, 2023. Ironside retained Calderwood & Harkness LLP pursuant to an engagement letter dated November 1, 2023, to prosecute fraud and breach of contract claims against Vantor. On November 15, 2023, Calderwood & Harkness transmitted a formal demand letter to Vantor and its counsel demanding compensatory damages in the amount of $287 million, plus consequential damages, attorneys' fees, and costs.

This memorandum should be read in conjunction with the undersigned's engagement letter dated November 1, 2023, the Harmon-Bryce preliminary valuation report, and the undersigned's separate guidance letter to Katherine Lim dated November 20, 2023, concerning Ironside's disclosure obligations to limited partners.

II. Participants and Background

The following individuals participated in the November 29, 2023 conference call:

Samuel Eklund — Partner, Litigation Department, Calderwood & Harkness LLP. Mr. Eklund is the responsible partner on the Ironside engagement and was retained by Ironside pursuant to the November 1, 2023 engagement letter to prosecute fraud, breach of contract, and related claims against Vantor Holdings Corp. arising from the misvaluation of illiquid credit and structured-product positions. Mr. Eklund's representation is limited to litigation prosecution as described more fully in Section VIII below.

Katherine Lim — General Counsel and Chief Compliance Officer, Ironside Capital Management LP, 680 Park Avenue, 34th Floor, New York, NY 10065. Ms. Lim is responsible for all regulatory filings, compliance matters, SEC correspondence, and in-house legal functions at Ironside. In her capacity as CCO, she serves as Ironside's designated compliance contact with the SEC and is the primary signatory on all regulatory filings, including Form ADV and Form PF. Ms. Lim participated in the call for its entirety and was the primary interlocutor on all regulatory matters discussed.

Rajiv Subramanian — Chief Financial Officer, Ironside Capital Management LP. Mr. Subramanian joined the call for approximately thirty minutes during the portions of the discussion relating to the impact of the misvaluation on the Funds' financial statements, the coordination with Ironside's independent auditor, and the calculation of restated NAV figures and corrected capital account balances. Mr. Subramanian departed the call prior to the discussion of the delineation of responsibilities between Calderwood & Harkness and Ironside in-house counsel.

The discussion referenced, but did not include, the following individuals and entities:

• Claremont & Strauss LLP — Independent auditor for Ironside and its fund vehicles. Audit partner: Howard Stein. Office: 277 Park Avenue, 18th Floor, New York, NY 10172. Claremont & Strauss has served as Ironside's independent auditor since Ironside's inception and has issued unqualified audit opinions on the Funds' financial statements for each of the fiscal years within the Affected Period.

• Meridian Investor Services LLC — Replacement fund administrator, retained effective October 10, 2023. CEO: Anne-Claire Dupont. Office: 2 Stamford Plaza, 281 Tresser Boulevard, Suite 600, Stamford, CT 06901. Meridian is responsible for the preparation of restated NAV calculations based on the re-pricing analysis performed by Harmon-Bryce.

• Harmon-Bryce Valuation Advisors LLC — Independent valuation firm retained by Ironside. Lead: Dr. Lena Galbraith, CFA, ASA. Harmon-Bryce delivered its preliminary independent valuation report on September 22, 2023 (Reference No. HBVA-2023-0922-IRON).

• Kessler Forensic Accounting Group PC — Forensic accounting firm retained by Ironside (engagement date: October 30, 2024). Lead: Martin Kessler, CPA/CFF. Kessler is responsible for quantifying the precise amount of overstated performance allocations attributable to the misvaluation.

• Vantor Holdings Corp. — Former fund administrator to the Funds pursuant to the FAA, terminated for cause on October 3, 2023.

None of the above-referenced individuals or entities were on the November 29, 2023 call, and the substance of this memorandum has not been shared with any of them.

III. Form ADV Amendment — Item 11 (Legal and Disciplinary Disclosure)

A. Obligation to Disclose Material Legal Proceedings

Ironside Capital Management LP is a registered investment adviser with the United States Securities and Exchange Commission (the "SEC"). Ironside's SEC CRD Number is 158742, and its SEC File Number is 801-79534. As a registered investment adviser, Ironside is subject to the reporting and disclosure requirements of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules and regulations promulgated thereunder, including the obligation to file and maintain a current Form ADV with the SEC through the Investment Adviser Registration Depository ("IARD") system.

Item 11 of Form ADV Part 1A requires registered investment advisers to disclose certain legal and disciplinary information, including information about material civil, criminal, regulatory, and administrative proceedings involving the adviser, its advisory affiliates, and its management persons. Specifically, Item 11 requires disclosure of pending civil litigation that is material to an evaluation of the adviser's integrity, the adviser's ability to meet contractual commitments to clients, or the adviser's business practices. The SEC has consistently taken the position that the materiality threshold for Item 11 disclosure is to be construed broadly, and that advisers should err on the side of disclosure when there is any reasonable question as to whether a proceeding or event is material.

During the November 29, 2023 call, Katherine Lim confirmed her view — which the undersigned shares — that the anticipated filing of a civil complaint against Vantor, involving alleged misvaluation causing approximately $287 million in aggregate losses across the three Funds, is material to an evaluation of Ironside's business and must be disclosed in an amended Form ADV filing. Ms. Lim noted that the magnitude of the alleged overvaluation, measured on a fund-by-fund basis, is as follows:

• Fund I: Approximately $156.4 million in aggregate overvaluation across the Affected Period.

• Fund II: Approximately $88.7 million in aggregate overvaluation across the Affected Period.

• Fund III: Approximately $41.9 million in aggregate overvaluation across the Affected Period.

These figures are derived from the Harmon-Bryce preliminary valuation report and are subject to refinement as Meridian completes the restated NAV calculations for each of the 11 affected quarters. The aggregate overvaluation of approximately $287 million represents a significant percentage of Ironside's combined assets under management and is plainly material for purposes of Item 11.

In addition to the anticipated litigation against Vantor, Ms. Lim noted that Ironside currently faces three pending arbitration proceedings initiated by limited partners of the Funds who allege that Ironside failed to adequately oversee Vantor's valuation processes and that Ironside bore independent responsibility for the accuracy of reported NAV figures (the "LP Arbitrations"). The LP Arbitrations are at varying stages of procedural development and involve claims for damages and rescission. Ironside's estimated defense costs for the LP Arbitrations are approximately $6.1 million, based on preliminary budgets prepared by the firms handling those matters. Ms. Lim stated that the LP Arbitrations must be evaluated separately for Item 11 disclosure, and that she had reached a preliminary conclusion that at least some of the LP Arbitrations are independently disclosable given their magnitude and the nature of the allegations. The undersigned concurred with this assessment, noting that the existence of investor arbitrations alleging supervisory failures by an investment adviser is the type of proceeding the SEC expects to see disclosed under Item 11.

B. Timing and Scope of Amendment

Ms. Lim indicated that Ironside's in-house legal team would prepare and file an amended Form ADV with the SEC promptly following the formal filing of the civil complaint against Vantor. At the time of the November 29, 2023 call, the anticipated filing date for the complaint was January 2025, following the conclusion of the pre-suit mediation process before Brookstone ADR Services LLC (Reference No. BADR-2024-00391, before Hon. Sandra Kwan (Ret.)), which is discussed further in Section VIII below. Ms. Lim acknowledged that the filing of the complaint would be the triggering event for the Form ADV amendment, although she noted that if the SEC were to initiate its own inquiry prior to the filing of the complaint, Ironside might need to accelerate the amendment timeline.

The scope of the Form ADV amendment, as discussed on the call, would address the following:

(i) The nature of the claims asserted by Ironside against Vantor, including fraud, fraudulent concealment, negligent misrepresentation, breach of contract, breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment;

(ii) The approximate aggregate damages sought, specifically $287 million in compensatory damages plus consequential damages, attorneys' fees, and costs;

(iii) A general description of the underlying misvaluation, including the number and type of affected positions, the identity of the former fund administrator, and the Affected Period;

(iv) The existence of the three pending LP Arbitrations, including a general description of the nature of the claims and the approximate aggregate damages sought by the LP claimants; and

(v) Any other information that Ms. Lim, in her capacity as CCO, determines is material and required under Item 11 or the SEC's interpretive guidance.

The undersigned agreed to review draft disclosure language prepared by Ms. Lim to ensure that such language is consistent with Ironside's litigation position and does not contain any characterizations or admissions that could be used adversely by Vantor or the LP claimants. This review is an accommodation within the scope of Calderwood & Harkness's litigation engagement and does not constitute an assumption of responsibility for the regulatory filing itself. The undersigned confirmed that the actual preparation, filing, and all SEC correspondence relating to the Form ADV amendment would be handled exclusively by Ironside's in-house legal team. Calderwood & Harkness will not appear before the SEC or engage in any regulatory advocacy on Ironside's behalf.

C. Part 2A (Brochure) Implications

In addition to the Part 1A amendments discussed above, Ms. Lim raised the need to update Ironside's Form ADV Part 2A brochure, which is the narrative disclosure document delivered to existing and prospective investors pursuant to Rule 204-3 under the Advisers Act. Specifically, Ms. Lim noted that Item 9 of Part 2A (Disciplinary Information) requires disclosure of material legal and disciplinary events that are material to a client's or prospective client's evaluation of the adviser's integrity. The misvaluation matter and the LP Arbitrations would need to be addressed in an updated Part 2A brochure in a manner consistent with the Part 1A amendments.

Ms. Lim further noted that Ironside would deliver the amended Part 2A brochure to all existing limited partners within the timeframes required by the Advisers Act and Rule 204-3, which generally requires delivery of the updated brochure (or a summary of material changes) within 120 days of the end of the fiscal year, though she expressed the view that the magnitude of the misvaluation event warranted interim delivery outside the normal annual update cycle. The undersigned did not express a view on the timing of the Part 2A delivery, as that determination falls squarely within Ms. Lim's regulatory compliance responsibilities.

IV. Form PF Amendment

A. Background and Obligation

As a large private fund adviser with regulatory assets under management exceeding $1.5 billion, Ironside Capital Management LP is required to file Form PF with the SEC on a quarterly basis pursuant to Rule 204(b)-1 under the Advisers Act and Section 204(b) of the Advisers Act. Form PF requires detailed reporting of, among other things, each private fund's net asset value, gross asset value, leverage metrics, risk exposures, and certain other financial and operational data.

The systematic misvaluation of 47 illiquid positions across the three Funds during the Affected Period — spanning 11 consecutive quarters from Q1 2021 through Q3 2023 — resulted in overstated NAV figures that were reported in Ironside's prior Form PF filings for each of those quarters. Based on the Harmon-Bryce preliminary valuation report and Meridian's initial restated NAV analysis, the NAV per unit for the Funds was overstated by between approximately 3.8% (Q1 2021, the quarter in which the misvaluation appears to have commenced and the aggregate overvaluation was at its lowest absolute level) and approximately 8.6% (Q4 2022, the quarter in which the aggregate overvaluation reached its peak). The overstatement was not uniform across the three Funds or across the 11 quarters; rather, it varied based on the concentration of the misvalued positions within each Fund's portfolio and the magnitude of the valuation discrepancies attributable to Vantor's flawed pricing methodologies.

Ms. Lim stated unequivocally that Ironside would need to file amended Form PF reports for each of the 11 affected quarters to correct the NAV data, fund-level asset valuations, and any impacted leverage and risk metrics that were derived from or dependent upon the overstated NAV figures. Ms. Lim noted that the SEC Division of Investment Management and the Financial Stability Oversight Council ("FSOC") rely on Form PF data for systemic risk monitoring, and that the filing of corrected reports is both a legal obligation and a matter of institutional credibility.

B. Coordination with Meridian Investor Services

The corrected NAV calculations required for the amended Form PF filings are being prepared by Meridian Investor Services LLC, which was retained as the replacement fund administrator effective October 10, 2023. Meridian's restated NAV calculations are based on the position-level re-pricing analysis performed by Harmon-Bryce Valuation Advisors LLC, which re-valued each of the 47 affected positions as of each quarter-end during the Affected Period using independent pricing sources, comparable transaction data, and discounted cash flow models that Harmon-Bryce determined were appropriate for the asset type and market conditions prevailing at each valuation date.

Ms. Lim indicated that she had been in regular contact with Anne-Claire Dupont, CEO of Meridian, regarding the production timeline for the restated quarterly NAV figures. As of the date of the November 29, 2023 call, Meridian had completed restated NAV calculations for the first four affected quarters (Q1 2021 through Q4 2021) and was in the process of completing the calculations for the remaining seven quarters. Ms. Lim anticipated that the full set of restated quarterly NAV figures would be available by the end of January 2024, at which point Ironside's in-house legal team would begin preparing the amended Form PF filings.

Rajiv Subramanian, who joined the call for this portion of the discussion, noted that the restated NAV figures would also need to reconcile with corrected capital account balances for subscribing and redeeming investors. Mr. Subramanian explained that during the Affected Period, the Funds processed a total of 217 investor redemptions at NAV figures that were overstated due to the misvaluation. Based on Meridian's preliminary analysis, the aggregate overpayments to redeeming investors attributable to the overstated NAV totaled approximately $43.2 million. The reconciliation of these overpayments with the corrected capital account balances is a complex accounting exercise that Mr. Subramanian's team is performing in coordination with Meridian and Kessler Forensic Accounting Group PC. The corrected capital account balances are relevant not only to the Form PF amendments but also to the disgorgement analysis discussed in Section VI below.

C. Scope of Calderwood & Harkness's Role

The undersigned confirmed that Calderwood & Harkness's engagement is limited to the prosecution of litigation claims against Vantor Holdings Corp. and does not extend to the preparation, review, or filing of amended Form PF reports with the SEC. The Form PF amendments are a regulatory compliance function that falls squarely within the purview of Ironside's in-house legal team and its finance and operations personnel.

However, the undersigned noted that Calderwood & Harkness would be available to consult on the characterization of the misvaluation in any narrative disclosures or supplemental explanations that accompany the amended Form PF filings, to the extent that Ms. Lim requests such consultation. The purpose of any such consultation would be to ensure that the language used in the regulatory filings is consistent with Ironside's litigation position, that litigation privilege is preserved to the maximum extent possible, and that the amended filings do not inadvertently make admissions that are adverse to Ironside's claims against Vantor or that could be exploited by Vantor in discovery or at trial. Ms. Lim agreed that she would circulate any draft narrative disclosures to the undersigned before finalizing the amended Form PF filings.

V. Coordination with Claremont & Strauss LLP (Independent Auditor) on Audit Implications

A. Potential Impact on Audited Financial Statements

Claremont & Strauss LLP, a registered public accounting firm, serves as the independent auditor for Ironside Capital Management LP and each of the three Fund vehicles. Howard Stein, a partner at Claremont & Strauss, is the engagement partner on the Ironside audit. Claremont & Strauss has issued unqualified audit opinions on the financial statements of each of the Funds for fiscal years ending December 31, 2021, and December 31, 2022, and was engaged to audit the financial statements for the fiscal year ending December 31, 2023, prior to the discovery of the misvaluation.

The $287 million aggregate misvaluation identified by Harmon-Bryce raises serious questions about the accuracy of the previously issued audited financial statements for each of the Fund vehicles for fiscal years 2021 and 2022, as well as the interim unaudited financial statements distributed to investors for the quarters within the Affected Period. If the misvaluation is determined to constitute a material error under applicable accounting standards, the affected financial statements may need to be restated, and Claremont & Strauss may need to evaluate the implications for its prior audit opinions, including the possibility of withdrawing or reissuing those opinions.

Ms. Lim indicated that she and Mr. Subramanian held a preliminary meeting with Howard Stein on November 20, 2023, to discuss the potential audit implications of the misvaluation. Ms. Lim relayed that Mr. Stein's preliminary view is that the misvaluation, given its magnitude and duration, likely constitutes a "material error" within the meaning of ASC 250 (Accounting Changes and Error Corrections), which establishes the authoritative guidance for the correction of errors in previously issued financial statements. Under ASC 250, a material error in previously issued financial statements requires retrospective restatement — that is, the error must be corrected by restating the financial statements for each affected prior period.

Mr. Stein's preliminary assessment (as relayed by Ms. Lim) is that Claremont & Strauss would need to evaluate whether the restated financial statements would require a reissuance of the firm's audit opinions for fiscal years 2021 and 2022. The reissuance process would involve Claremont & Strauss performing additional audit procedures on the restated balances, including testing of the corrected valuations provided by Meridian and the methodologies applied by Harmon-Bryce. Ms. Lim noted that Mr. Stein had not yet formed a definitive view on the full scope of the restatement, as the restated NAV calculations from Meridian are not yet complete.

B. Auditor Communication Considerations

The undersigned emphasized the critical importance of managing communications with Claremont & Strauss in a manner that preserves litigation privilege. The communications between Calderwood & Harkness and Ironside regarding the legal claims against Vantor — including legal analyses, litigation strategy memoranda, damage calculations prepared for litigation purposes, and attorney work product — are protected by the attorney-client privilege and the work-product doctrine. If such materials were shared with Claremont & Strauss, a third party that does not fall within the scope of the common-interest privilege, the privilege could be waived, and the materials could become discoverable by Vantor in the anticipated litigation.

Accordingly, the undersigned advised that Ironside should not share with Claremont & Strauss any materials prepared by Calderwood & Harkness, including legal memoranda, correspondence between Calderwood & Harkness and Ironside, litigation strategy documents, or draft pleadings. The undersigned further advised that any factual information about the misvaluation that is necessary for the audit restatement process — such as the Harmon-Bryce valuation report findings, corrected NAV figures from Meridian, and position-level pricing data — may be shared with the auditor, as such information is factual in nature and does not implicate litigation strategy or legal analysis. However, the undersigned recommended that all such sharing be coordinated through Ms. Lim's office to ensure that no privileged materials are inadvertently included.

Ms. Lim agreed with this approach and confirmed that all substantive communications between Ironside personnel and Howard Stein regarding the Vantor matter would be funneled through her office. Ms. Lim committed to flagging for Calderwood & Harkness any requests from Claremont & Strauss that implicate litigation strategy, attorney-client communications, or work product, so that the undersigned can provide guidance on how to respond to such requests without compromising privilege. The undersigned noted that this gatekeeping function is particularly important given that the audit restatement process and the litigation against Vantor will proceed on parallel tracks over the coming months.

C. SAS 99 / Fraud Considerations

The call also included a brief discussion of the possibility that Claremont & Strauss may, as part of its own professional obligations, need to evaluate the misvaluation through the lens of SAS 99 (AU Section 316 — Consideration of Fraud in a Financial Statement Audit) and related auditing standards. SAS 99 requires auditors to consider the risk of material misstatement due to fraud in every audit engagement and to take appropriate responsive actions when fraud or suspected fraud is identified.

Specifically, the undersigned noted that Claremont & Strauss may need to assess whether the Vantor misvaluation — which Ironside contends was systematic and intentional — triggers the auditor's own obligations under SAS 99, including:

(a) Communications to Ironside's governing body or audit committee (or equivalent oversight body) regarding the fraud or suspected fraud, the auditor's assessment of management's response, and the auditor's own assessment of the internal control deficiencies that permitted the misvaluation to occur;

(b) Evaluation of whether the fraud or suspected fraud has a material effect on the financial statements of the Funds, and whether additional audit procedures are necessary to address the identified fraud risk;

(c) In extreme cases, evaluation of whether the auditor's obligations under Section 10A of the Securities Exchange Act of 1934 are triggered, which may require the auditor to make a report to the SEC if the issuer's (or, in this context, the registrant's) board of directors fails to take appropriate remedial action in response to the auditor's notification of an illegal act.

Ms. Lim noted that Ironside's limited partnership agreements for each of the three Funds do not provide for a formal audit committee. Instead, Elliot Brennan, Co-Founder, Managing Partner, and Chief Investment Officer, and Marguerite Dao, Co-Founder, President, and Chief Operating Officer, serve as the de facto oversight body for audit matters and have historically been the recipients of Claremont & Strauss's communications regarding audit findings and recommendations. Ms. Lim confirmed that Mr. Brennan and Ms. Dao had been briefed on the Vantor misvaluation and the anticipated litigation and were supportive of Ironside's remedial efforts, including the transition to Meridian, the retention of Calderwood & Harkness, and the planned disgorgement of excess fees.

The undersigned noted that the SAS 99 analysis is ultimately a matter for Claremont & Strauss to resolve under its own professional standards, but that Ironside should be prepared for the possibility that the auditor may request additional information or documentation related to the fraud allegations and Ironside's response. Any such requests should be routed through Ms. Lim for the reasons discussed in Section V.B above.

VI. Excess Management Fees and Incentive Allocation — Disgorgement Considerations

The misvaluation of illiquid credit and structured-product positions across the three Funds directly affected the computation of management fees and incentive allocations payable to Ironside by the limited partners. Under the terms of the limited partnership agreements governing each of the Funds, Ironside's management fee is calculated at 1.5% per annum of each Fund's net asset value, and the incentive allocation is 20% of net profits above a 6% hurdle rate. Because the NAV figures reported by Vantor were systematically overstated during the Affected Period, the management fees charged to limited partners were correspondingly overstated, and the incentive allocation calculations may have been distorted as well.

Based on preliminary calculations performed by Mr. Subramanian's team, the misvaluation resulted in Ironside collecting approximately $4.3 million in excess management fees from limited partners over the 11 affected quarters. This figure was calculated by applying the 1.5% annual management fee rate to the average aggregate overstatement (approximately $287 million) across the Affected Period, interpolated to account for the quarter-by-quarter variation in the overstatement. The $4.3 million figure is preliminary and subject to refinement as Meridian completes the restated NAV calculations and Kessler Forensic Accounting Group PC completes its forensic accounting analysis.

In addition to excess management fees, the inflated NAV figures may have resulted in overstated performance allocations — that is, incentive allocation amounts that were calculated based on overstated net profits. The precise amount of overstated performance allocations is still being quantified by Kessler Forensic Accounting Group PC, which was retained by Ironside on October 30, 2024. Martin Kessler, CPA/CFF, is the lead on the engagement and is working with Meridian and Mr. Subramanian's team to reconstruct the correct incentive allocation calculations for each affected quarter. The incentive allocation analysis is more complex than the management fee calculation because it requires consideration of the 6% hurdle rate, the high-water mark provisions in each Fund's limited partnership agreement, and the timing of individual investor subscriptions and redemptions relative to the quarters of overstatement.

Ms. Lim confirmed during the call that Ironside intends to offer disgorgement of the excess management fees to affected limited partners. The disgorgement framework is being developed in coordination with Mr. Subramanian and Meridian Investor Services, and Ms. Lim anticipated that Ironside would be in a position to present a disgorgement proposal to the Funds' limited partners in connection with the investor notification process described in Section VII below. The disgorgement would take the form of either a direct cash refund to affected limited partners or a credit against future management fees, at the election of each limited partner.

The undersigned noted that Ironside's willingness to disgorge excess fees voluntarily is directly relevant to the firm's litigation posture against Vantor. Voluntary disgorgement demonstrates good faith, mitigates potential counterclaims by Vantor alleging that Ironside was unjustly enriched by the misvaluation, and strengthens Ironside's position in any regulatory context by showing proactive remediation. However, the undersigned cautioned that the timing and mechanics of the disgorgement process should be carefully coordinated with the litigation timeline. Specifically, any documents generated in connection with the disgorgement — including calculations, methodology memoranda, and communications with limited partners — could potentially be sought by Vantor in discovery and used to support arguments that Ironside accepted responsibility for the misvaluation or that the damages attributable to Vantor should be reduced by amounts Ironside has already repaid to investors. The undersigned recommended that Ms. Lim consult with Calderwood & Harkness before finalizing the disgorgement methodology and distributing any disgorgement-related communications to limited partners, so that the litigation team can assess the potential implications for the damages case against Vantor.

VII. Investor Notification and LP Communication

The November 29, 2023 call included a discussion of Ironside's obligations to notify and communicate with the limited partners of the Funds regarding the misvaluation, the transition of fund administration to Meridian, the anticipated litigation against Vantor, and the planned disgorgement of excess fees. This discussion built upon the undersigned's separate guidance letter to Ms. Lim dated November 20, 2023, which addressed Ironside's disclosure obligations to limited partners under the limited partnership agreements governing each of the Funds, the side-letter agreements with certain institutional investors, and the exemptive provisions of Regulation D under the Securities Act of 1933.

The guidance letter identified Ashford Endowment Partners LP, the Funds' largest limited partner (managing director Philip Ashford III; committed capital of $340 million across Funds I, II, and III), as a particular focus for investor communications, given the magnitude of Ashford's exposure and the existence of enhanced reporting obligations in Ashford's side-letter agreements. The guidance letter also addressed the communications protocols applicable to the other institutional limited partners in the Funds, including public pension funds, university endowments, and family offices, each of which has distinct disclosure expectations and, in some cases, contractual reporting obligations that exceed the baseline requirements of the limited partnership agreements.

Ms. Lim confirmed during the November 29, 2023 call that she would handle all LP communications, including the preparation and distribution of investor notices, the coordination of any supplemental reporting requested by individual limited partners, and the management of investor inquiries. The undersigned agreed that Calderwood & Harkness would review draft investor notices prepared by Ms. Lim for litigation sensitivity — that is, to ensure that the notices do not contain statements or characterizations that could be used adversely by Vantor in the anticipated litigation or by the LP claimants in the pending LP Arbitrations.

The three pending LP Arbitrations against Ironside were noted as a significant complicating factor in the drafting of investor communications. The LP claimants in those proceedings have alleged, among other things, that Ironside failed to adequately oversee Vantor's valuation processes and that Ironside bore independent responsibility for the accuracy of the NAV figures reported to investors. Investor notices regarding the misvaluation and the litigation against Vantor must therefore be carefully drafted to avoid any statements that could be construed as admissions of supervisory failure or concessions regarding Ironside's independent valuation obligations. The undersigned advised Ms. Lim that the investor notices should focus on the factual chronology (Discovery of the misvaluation, retention of Harmon-Bryce, termination of Vantor, transition to Meridian, and retention of litigation counsel) and should avoid legal characterizations of Ironside's own culpability or lack thereof. The undersigned agreed to provide specific redline comments on draft investor notices before they are distributed.

VIII. Delineation of Responsibilities — Calderwood & Harkness vs. Ironside In-House Counsel

The November 29, 2023 call included an extended discussion regarding the clear delineation of responsibilities between Calderwood & Harkness LLP, as litigation counsel, and Ironside's in-house legal team, as regulatory and compliance counsel. The purpose of this delineation is to ensure that each team understands its scope of responsibility, that there are no gaps or overlaps, and that coordination between the two functions is managed efficiently and with appropriate protections for litigation privilege.

A. Calderwood & Harkness's Scope (Litigation-Focused)

Calderwood & Harkness's engagement, as set forth in the November 1, 2023 engagement letter and as confirmed on the November 29, 2023 call, encompasses the following:

1. Prosecution of Litigation Claims. Calderwood & Harkness will prosecute all litigation claims against Vantor Holdings Corp. arising from the misvaluation, including claims for fraud, fraudulent concealment, negligent misrepresentation, breach of contract (specifically, material breach of FAA §§ 3.1 and 4.2, which establish Vantor's valuation methodology and reporting obligations), breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment. The claims will be asserted on behalf of Ironside and, to the extent applicable, on behalf of the Funds.

2. Pre-Suit Demand and Correspondence. Calderwood & Harkness transmitted a formal demand letter to Vantor and its counsel on November 15, 2023. Calderwood & Harkness will handle all pre-suit correspondence with Vantor's counsel, including any settlement discussions prior to the filing of the complaint.

3. Pre-Suit Mediation. Calderwood & Harkness is managing the pre-suit mediation process, which will be conducted under the auspices of Brookstone ADR Services LLC (Reference No. BADR-2024-00391). The mediation will be presided over by Hon. Sandra Kwan (Ret.), a former judge of the United States District Court for the Southern District of New York. The mediation is expected to take place in the first quarter of 2024, and the filing of the complaint against Vantor is anticipated for January 2025, assuming the mediation does not result in a resolution.

4. Engagement and Coordination with Litigation Experts. Calderwood & Harkness has engaged and will coordinate with the following expert consultants in connection with the litigation: (a) Harmon-Bryce Valuation Advisors LLC (lead: Dr. Lena Galbraith, CFA, ASA), which has been retained as the independent valuation expert and is expected to serve as a testifying expert at trial; and (b) Kessler Forensic Accounting Group PC (lead: Martin Kessler, CPA/CFF), which has been retained to perform forensic accounting analysis for purposes of quantifying Ironside's damages.

5. Review of Regulatory Disclosure Language. As an accommodation within the litigation engagement, Calderwood & Harkness will review draft regulatory disclosure language prepared by Ms. Lim (including Form ADV amendments, Form PF narrative disclosures, and investor notices) to ensure consistency with the litigation position. This review function does not constitute an assumption of responsibility for the regulatory filings themselves.

6. Analysis of Collectability and Insurance Coverage. Calderwood & Harkness will analyze the collectability of any judgment or settlement from Vantor, including an analysis of Vantor's directors' and officers' liability insurance coverage under its policy with Veltrano Mutual Insurance Co. (policy limits of $50 million per occurrence, subject to retentions and exclusions). The collectability analysis will inform the litigation strategy, including settlement negotiations and potential recovery avenues.

B. Ironside In-House Counsel's Scope (Regulatory and Compliance)

Ironside's in-house legal team, led by Katherine Lim in her capacity as General Counsel and Chief Compliance Officer, is responsible for the following matters, which fall outside the scope of Calderwood & Harkness's litigation engagement:

1. Form ADV Amendments. Preparation and filing of amended Form ADV (Parts 1A and 2A) with the SEC through the IARD system, including the Item 11 legal and disciplinary disclosures and the Part 2A brochure updates discussed in Section III above.

2. Form PF Amendments. Preparation and filing of amended Form PF reports for each of the 11 affected quarters (Q1 2021 through Q3 2023), incorporating the restated NAV figures and corrected asset valuations produced by Meridian.

3. Auditor Coordination. Coordination with Claremont & Strauss LLP (audit partner Howard Stein) on all matters relating to the potential restatement of the Funds' audited financial statements, including the ASC 250 analysis, the scope of additional audit procedures, and the reissuance of audit opinions.

4. Fund Administrator Coordination. Coordination with Meridian Investor Services LLC (CEO Anne-Claire Dupont) on the preparation of restated NAV calculations for each of the 11 affected quarters, corrected capital account balances for subscribing and redeeming investors, and the reconciliation of the $43.2 million in aggregate overpayments to redeeming investors.

5. Investor Communications. Preparation and distribution of LP notices and investor communications regarding the misvaluation, the transition to Meridian, the anticipated litigation against Vantor, and the planned disgorgement of excess management fees.

6. Disgorgement Management. Management of the disgorgement process for the approximately $4.3 million in excess management fees (and any overstated performance allocations, once quantified), including the development of the disgorgement methodology, the calculation of individual investor refunds or credits, and the distribution of disgorgement payments.

7. Day-to-Day Regulatory Compliance. Management of all day-to-day regulatory compliance matters for Ironside, including the maintenance of Ironside's compliance policies and procedures, ongoing SEC examination readiness, and the handling of any SEC inquiries or examination follow-up that may arise in connection with the misvaluation or the amended regulatory filings.

8. LP Arbitration Defense. Defense of the three pending LP Arbitrations. Ms. Lim noted that separate counsel may be engaged to handle the LP Arbitrations, and that the defense of those proceedings is not within the scope of Calderwood & Harkness's engagement. The undersigned confirmed this understanding and noted that any information sharing between Calderwood & Harkness and LP Arbitration defense counsel should be structured under a common-interest agreement to preserve privilege.

IX. Action Items

The following action items were identified and agreed upon during the November 29, 2023 call:

1. Katherine Lim to prepare draft amended Form ADV Item 11 and Part 2A disclosure language and circulate to Samuel Eklund at Calderwood & Harkness for litigation-consistency review prior to filing with the SEC. Target circulation date: within ten business days of the filing of the complaint against Vantor, or earlier if circumstances require.

2. Katherine Lim and Rajiv Subramanian to coordinate with Meridian Investor Services LLC (Anne-Claire Dupont) on the completion of restated NAV figures for all 11 affected quarters and to begin preparation of amended Form PF filings. Target completion of restated NAV figures: end of January 2024. Target filing of amended Form PF reports: to be determined following completion of the restated NAV figures and internal review.

3. Katherine Lim and Rajiv Subramanian to schedule a follow-up meeting with Howard Stein at Claremont & Strauss LLP regarding the restatement timeline, the auditor's assessment of whether the misvaluation constitutes a material error under ASC 250, and the scope of additional audit procedures that may be required for the restatement. Target meeting date: on or before December 15, 2023.

4. Samuel Eklund to flag for Katherine Lim any upcoming litigation filings, correspondence, or public developments (including the mediation with Brookstone ADR Services or the anticipated filing of the complaint) that may require advance coordination with Ironside's regulatory disclosures or investor communications.

5. Katherine Lim to funnel all Claremont & Strauss communications touching on the Vantor matter through her office and to flag for Calderwood & Harkness any auditor requests that implicate litigation privilege, work product, or litigation strategy. This protocol to remain in effect for the duration of the audit restatement process.

6. Samuel Eklund to circulate to Katherine Lim draft investor notice language, consistent with the guidance set forth in the November 20, 2023 guidance letter, for finalization and distribution to the Funds' limited partners. Target circulation date: on or before December 8, 2023.

7. Katherine Lim to promptly advise Calderwood & Harkness if the SEC initiates any inquiry, examination, enforcement action, or other regulatory proceeding related to the misvaluation, the amended regulatory filings, or any other aspect of the Vantor matter, so that the litigation strategy can be assessed and adjusted as necessary in light of any parallel regulatory proceeding.

X. Conclusion

This memorandum confirms that Calderwood & Harkness LLP's engagement on the Ironside matter is limited to the prosecution of litigation claims against Vantor Holdings Corp. arising from the systematic misvaluation of illiquid credit and structured-product positions across the three Funds. Calderwood & Harkness's engagement does not encompass the preparation or filing of regulatory filings with the SEC (including Form ADV amendments and Form PF amendments), the coordination with Ironside's independent auditor, the management of the disgorgement process, or the preparation and distribution of investor communications, except to the limited extent that Calderwood & Harkness has agreed to review such materials for consistency with Ironside's litigation position.

All regulatory and compliance matters remain the sole responsibility of Ironside's in-house legal team, led by Katherine Lim, General Counsel and Chief Compliance Officer, with support from Rajiv Subramanian, Chief Financial Officer, and Derek Holt, Head of Operations. Ms. Lim and her team will manage all SEC filings, auditor coordination, investor notifications, and disgorgement processes, and will consult with Calderwood & Harkness as appropriate to ensure that regulatory and investor-facing communications are consistent with the litigation position and do not compromise litigation privilege.

The next scheduled check-in call between the undersigned and Katherine Lim is December 15, 2023, at 10:00 a.m. Eastern Time. The agenda for that call will include a status update on the mediation scheduling with Brookstone ADR Services, the progress of Meridian's restated NAV calculations, and the timeline for the follow-up meeting with Howard Stein at Claremont & Strauss.

This memorandum is filed in the internal records of Calderwood & Harkness LLP for the Ironside Capital Management LP matter file. It is not intended for distribution outside of Calderwood & Harkness and is protected by the attorney-client privilege and the work-product doctrine.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Samuel Eklund

Title: Partner

Date: December 1, 2023

51 West 52nd Street, 40th Floor New York, NY 10019 Telephone: (212) 555-0147

Email: seklund@calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION. This memorandum constitutes confidential attorney work product prepared in anticipation of litigation and is protected by the attorney-client privilege, the work-product doctrine, and all other applicable privileges and protections under federal and state law. This document is intended solely for the internal files of Calderwood & Harkness LLP and the authorized representatives of Ironside Capital Management LP. Any unauthorized disclosure, distribution, or use of this document is strictly prohibited and may result in a waiver of applicable privileges.

From:	Samuel Eklund, Partner, Calderwood & Harkness LLP
Re:	Coordination with Ironside Capital Management LP Regulatory Counsel Regarding SEC Regulatory Implications Arising from Vantor Holdings Corp. Misvaluation Matter
Matter:	Ironside Capital Management LP v. Vantor Holdings Corp. — Pre-Litigation
Date:	December 1, 2023

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION
CALDERWOOD & HARKNESS LLP 51 West 52nd Street, 40th Floor New York, NY 10019
December 1, 2023
MEMORANDUM TO FILE
This memorandum constitutes attorney work product prepared in anticipation of litigation and is protected by the attorney-client privilege, the work-product doctrine, and all other applicable privileges and protections. This document is intended solely for the internal files of Calderwood & Harkness LLP and is not to be disclosed to any third party without the express written consent of the undersigned. Any inadvertent disclosure does not constitute a waiver of any applicable privilege.
I. Purpose of Memorandum
This memorandum documents a conference call held on Wednesday, November 29, 2023, at 2:00 p.m. Eastern Time, between the undersigned, Samuel Eklund, Partner at Calderwood & Harkness LLP, and Katherine Lim, General Counsel and Chief Compliance Officer of Ironside Capital Management LP ("Ironside" or the "Adviser"), regarding the regulatory implications arising from the discovery of Vantor Holdings Corp.'s ("Vantor") systematic misvaluation of illiquid credit and structured-product positions across Ironside's three feeder fund vehicles — Ironside Credit Opportunities Fund I LP ("Fund I"), Ironside Credit Opportunities Fund II LP ("Fund II"), and Ironside Credit Opportunities Fund III LP ("Fund III," and collectively with Fund I and Fund II, the "Funds") — during the period from the first quarter of 2021 through the third quarter of 2023 (the "Affected Period").
The primary purpose of this memorandum is to memorialize the delineation of responsibilities between Calderwood & Harkness LLP, in its capacity as litigation counsel to Ironside, and Ironside's in-house legal team, led by Katherine Lim, in its capacity as the entity responsible for regulatory compliance, SEC filings, auditor coordination, and investor communications. Additionally, this memorandum identifies the key regulatory action items triggered by the misvaluation and the anticipated litigation against Vantor, and records the substantive discussions that took place during the November 29, 2023 call regarding the scope, timing, and coordination of those action items.
By way of background, the misvaluation came to light following a comprehensive independent valuation review initiated by Ironside in the third quarter of 2023. On September 22, 2023, Harmon-Bryce Valuation Advisors LLC ("Harmon-Bryce" or "HBVA"), an SEC-registered valuation firm retained by Ironside, delivered its preliminary independent valuation report (Reference No. HBVA-2023-0922-IRON) identifying an aggregate overvaluation of approximately $287 million across 47 illiquid positions that had been priced by Vantor in its capacity as fund administrator for the Funds. The 47 positions at issue consist principally of collateralized loan obligations ("CLOs"), distressed credit instruments, and bespoke structured-product tranches — asset classes for which observable market pricing is limited and administrator discretion in applying valuation methodologies is substantial.
Upon receipt of the Harmon-Bryce preliminary report, Ironside acted swiftly to address the misvaluation. On October 3, 2023, Ironside terminated Vantor for cause pursuant to Section 12.2 of the Fund Administration Agreement dated March 15, 2019, as amended (the "FAA"), which provides for immediate termination upon a material breach of the administrator's valuation obligations under FAA §§ 3.1 and 4.2. Ironside transitioned fund administration to Meridian Investor Services LLC ("Meridian"), a nationally recognized third-party fund administrator, effective October 10, 2023. Ironside retained Calderwood & Harkness LLP pursuant to an engagement letter dated November 1, 2023, to prosecute fraud and breach of contract claims against Vantor. On November 15, 2023, Calderwood & Harkness transmitted a formal demand letter to Vantor and its counsel demanding compensatory damages in the amount of $287 million, plus consequential damages, attorneys' fees, and costs.
This memorandum should be read in conjunction with the undersigned's engagement letter dated November 1, 2023, the Harmon-Bryce preliminary valuation report, and the undersigned's separate guidance letter to Katherine Lim dated November 20, 2023, concerning Ironside's disclosure obligations to limited partners.
II. Participants and Background
The following individuals participated in the November 29, 2023 conference call:
Samuel Eklund — Partner, Litigation Department, Calderwood & Harkness LLP. Mr. Eklund is the responsible partner on the Ironside engagement and was retained by Ironside pursuant to the November 1, 2023 engagement letter to prosecute fraud, breach of contract, and related claims against Vantor Holdings Corp. arising from the misvaluation of illiquid credit and structured-product positions. Mr. Eklund's representation is limited to litigation prosecution as described more fully in Section VIII below.
Katherine Lim — General Counsel and Chief Compliance Officer, Ironside Capital Management LP, 680 Park Avenue, 34th Floor, New York, NY 10065. Ms. Lim is responsible for all regulatory filings, compliance matters, SEC correspondence, and in-house legal functions at Ironside. In her capacity as CCO, she serves as Ironside's designated compliance contact with the SEC and is the primary signatory on all regulatory filings, including Form ADV and Form PF. Ms. Lim participated in the call for its entirety and was the primary interlocutor on all regulatory matters discussed.
Rajiv Subramanian — Chief Financial Officer, Ironside Capital Management LP. Mr. Subramanian joined the call for approximately thirty minutes during the portions of the discussion relating to the impact of the misvaluation on the Funds' financial statements, the coordination with Ironside's independent auditor, and the calculation of restated NAV figures and corrected capital account balances. Mr. Subramanian departed the call prior to the discussion of the delineation of responsibilities between Calderwood & Harkness and Ironside in-house counsel.
The discussion referenced, but did not include, the following individuals and entities:
•  Claremont & Strauss LLP — Independent auditor for Ironside and its fund vehicles. Audit partner: Howard Stein. Office: 277 Park Avenue, 18th Floor, New York, NY 10172. Claremont & Strauss has served as Ironside's independent auditor since Ironside's inception and has issued unqualified audit opinions on the Funds' financial statements for each of the fiscal years within the Affected Period.
•  Meridian Investor Services LLC — Replacement fund administrator, retained effective October 10, 2023. CEO: Anne-Claire Dupont. Office: 2 Stamford Plaza, 281 Tresser Boulevard, Suite 600, Stamford, CT 06901. Meridian is responsible for the preparation of restated NAV calculations based on the re-pricing analysis performed by Harmon-Bryce.
•  Harmon-Bryce Valuation Advisors LLC — Independent valuation firm retained by Ironside. Lead: Dr. Lena Galbraith, CFA, ASA. Harmon-Bryce delivered its preliminary independent valuation report on September 22, 2023 (Reference No. HBVA-2023-0922-IRON).
•  Kessler Forensic Accounting Group PC — Forensic accounting firm retained by Ironside (engagement date: October 30, 2024). Lead: Martin Kessler, CPA/CFF. Kessler is responsible for quantifying the precise amount of overstated performance allocations attributable to the misvaluation.
•  Vantor Holdings Corp. — Former fund administrator to the Funds pursuant to the FAA, terminated for cause on October 3, 2023.
None of the above-referenced individuals or entities were on the November 29, 2023 call, and the substance of this memorandum has not been shared with any of them.
III. Form ADV Amendment — Item 11 (Legal and Disciplinary Disclosure)
A. Obligation to Disclose Material Legal Proceedings
Ironside Capital Management LP is a registered investment adviser with the United States Securities and Exchange Commission (the "SEC"). Ironside's SEC CRD Number is 158742, and its SEC File Number is 801-79534. As a registered investment adviser, Ironside is subject to the reporting and disclosure requirements of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules and regulations promulgated thereunder, including the obligation to file and maintain a current Form ADV with the SEC through the Investment Adviser Registration Depository ("IARD") system.
Item 11 of Form ADV Part 1A requires registered investment advisers to disclose certain legal and disciplinary information, including information about material civil, criminal, regulatory, and administrative proceedings involving the adviser, its advisory affiliates, and its management persons. Specifically, Item 11 requires disclosure of pending civil litigation that is material to an evaluation of the adviser's integrity, the adviser's ability to meet contractual commitments to clients, or the adviser's business practices. The SEC has consistently taken the position that the materiality threshold for Item 11 disclosure is to be construed broadly, and that advisers should err on the side of disclosure when there is any reasonable question as to whether a proceeding or event is material.
During the November 29, 2023 call, Katherine Lim confirmed her view — which the undersigned shares — that the anticipated filing of a civil complaint against Vantor, involving alleged misvaluation causing approximately $287 million in aggregate losses across the three Funds, is material to an evaluation of Ironside's business and must be disclosed in an amended Form ADV filing. Ms. Lim noted that the magnitude of the alleged overvaluation, measured on a fund-by-fund basis, is as follows:
•  Fund I: Approximately $156.4 million in aggregate overvaluation across the Affected Period.
•  Fund II: Approximately $88.7 million in aggregate overvaluation across the Affected Period.
•  Fund III: Approximately $41.9 million in aggregate overvaluation across the Affected Period.
These figures are derived from the Harmon-Bryce preliminary valuation report and are subject to refinement as Meridian completes the restated NAV calculations for each of the 11 affected quarters. The aggregate overvaluation of approximately $287 million represents a significant percentage of Ironside's combined assets under management and is plainly material for purposes of Item 11.
In addition to the anticipated litigation against Vantor, Ms. Lim noted that Ironside currently faces three pending arbitration proceedings initiated by limited partners of the Funds who allege that Ironside failed to adequately oversee Vantor's valuation processes and that Ironside bore independent responsibility for the accuracy of reported NAV figures (the "LP Arbitrations"). The LP Arbitrations are at varying stages of procedural development and involve claims for damages and rescission. Ironside's estimated defense costs for the LP Arbitrations are approximately $6.1 million, based on preliminary budgets prepared by the firms handling those matters. Ms. Lim stated that the LP Arbitrations must be evaluated separately for Item 11 disclosure, and that she had reached a preliminary conclusion that at least some of the LP Arbitrations are independently disclosable given their magnitude and the nature of the allegations. The undersigned concurred with this assessment, noting that the existence of investor arbitrations alleging supervisory failures by an investment adviser is the type of proceeding the SEC expects to see disclosed under Item 11.
B. Timing and Scope of Amendment
Ms. Lim indicated that Ironside's in-house legal team would prepare and file an amended Form ADV with the SEC promptly following the formal filing of the civil complaint against Vantor. At the time of the November 29, 2023 call, the anticipated filing date for the complaint was January 2025, following the conclusion of the pre-suit mediation process before Brookstone ADR Services LLC (Reference No. BADR-2024-00391, before Hon. Sandra Kwan (Ret.)), which is discussed further in Section VIII below. Ms. Lim acknowledged that the filing of the complaint would be the triggering event for the Form ADV amendment, although she noted that if the SEC were to initiate its own inquiry prior to the filing of the complaint, Ironside might need to accelerate the amendment timeline.
The scope of the Form ADV amendment, as discussed on the call, would address the following:
(i) The nature of the claims asserted by Ironside against Vantor, including fraud, fraudulent concealment, negligent misrepresentation, breach of contract, breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment;
(ii) The approximate aggregate damages sought, specifically $287 million in compensatory damages plus consequential damages, attorneys' fees, and costs;
(iii) A general description of the underlying misvaluation, including the number and type of affected positions, the identity of the former fund administrator, and the Affected Period;
(iv) The existence of the three pending LP Arbitrations, including a general description of the nature of the claims and the approximate aggregate damages sought by the LP claimants; and
(v) Any other information that Ms. Lim, in her capacity as CCO, determines is material and required under Item 11 or the SEC's interpretive guidance.
The undersigned agreed to review draft disclosure language prepared by Ms. Lim to ensure that such language is consistent with Ironside's litigation position and does not contain any characterizations or admissions that could be used adversely by Vantor or the LP claimants. This review is an accommodation within the scope of Calderwood & Harkness's litigation engagement and does not constitute an assumption of responsibility for the regulatory filing itself. The undersigned confirmed that the actual preparation, filing, and all SEC correspondence relating to the Form ADV amendment would be handled exclusively by Ironside's in-house legal team. Calderwood & Harkness will not appear before the SEC or engage in any regulatory advocacy on Ironside's behalf.
C. Part 2A (Brochure) Implications
In addition to the Part 1A amendments discussed above, Ms. Lim raised the need to update Ironside's Form ADV Part 2A brochure, which is the narrative disclosure document delivered to existing and prospective investors pursuant to Rule 204-3 under the Advisers Act. Specifically, Ms. Lim noted that Item 9 of Part 2A (Disciplinary Information) requires disclosure of material legal and disciplinary events that are material to a client's or prospective client's evaluation of the adviser's integrity. The misvaluation matter and the LP Arbitrations would need to be addressed in an updated Part 2A brochure in a manner consistent with the Part 1A amendments.
Ms. Lim further noted that Ironside would deliver the amended Part 2A brochure to all existing limited partners within the timeframes required by the Advisers Act and Rule 204-3, which generally requires delivery of the updated brochure (or a summary of material changes) within 120 days of the end of the fiscal year, though she expressed the view that the magnitude of the misvaluation event warranted interim delivery outside the normal annual update cycle. The undersigned did not express a view on the timing of the Part 2A delivery, as that determination falls squarely within Ms. Lim's regulatory compliance responsibilities.
IV. Form PF Amendment
A. Background and Obligation
As a large private fund adviser with regulatory assets under management exceeding $1.5 billion, Ironside Capital Management LP is required to file Form PF with the SEC on a quarterly basis pursuant to Rule 204(b)-1 under the Advisers Act and Section 204(b) of the Advisers Act. Form PF requires detailed reporting of, among other things, each private fund's net asset value, gross asset value, leverage metrics, risk exposures, and certain other financial and operational data.
The systematic misvaluation of 47 illiquid positions across the three Funds during the Affected Period — spanning 11 consecutive quarters from Q1 2021 through Q3 2023 — resulted in overstated NAV figures that were reported in Ironside's prior Form PF filings for each of those quarters. Based on the Harmon-Bryce preliminary valuation report and Meridian's initial restated NAV analysis, the NAV per unit for the Funds was overstated by between approximately 3.8% (Q1 2021, the quarter in which the misvaluation appears to have commenced and the aggregate overvaluation was at its lowest absolute level) and approximately 8.6% (Q4 2022, the quarter in which the aggregate overvaluation reached its peak). The overstatement was not uniform across the three Funds or across the 11 quarters; rather, it varied based on the concentration of the misvalued positions within each Fund's portfolio and the magnitude of the valuation discrepancies attributable to Vantor's flawed pricing methodologies.
Ms. Lim stated unequivocally that Ironside would need to file amended Form PF reports for each of the 11 affected quarters to correct the NAV data, fund-level asset valuations, and any impacted leverage and risk metrics that were derived from or dependent upon the overstated NAV figures. Ms. Lim noted that the SEC Division of Investment Management and the Financial Stability Oversight Council ("FSOC") rely on Form PF data for systemic risk monitoring, and that the filing of corrected reports is both a legal obligation and a matter of institutional credibility.
B. Coordination with Meridian Investor Services
The corrected NAV calculations required for the amended Form PF filings are being prepared by Meridian Investor Services LLC, which was retained as the replacement fund administrator effective October 10, 2023. Meridian's restated NAV calculations are based on the position-level re-pricing analysis performed by Harmon-Bryce Valuation Advisors LLC, which re-valued each of the 47 affected positions as of each quarter-end during the Affected Period using independent pricing sources, comparable transaction data, and discounted cash flow models that Harmon-Bryce determined were appropriate for the asset type and market conditions prevailing at each valuation date.
Ms. Lim indicated that she had been in regular contact with Anne-Claire Dupont, CEO of Meridian, regarding the production timeline for the restated quarterly NAV figures. As of the date of the November 29, 2023 call, Meridian had completed restated NAV calculations for the first four affected quarters (Q1 2021 through Q4 2021) and was in the process of completing the calculations for the remaining seven quarters. Ms. Lim anticipated that the full set of restated quarterly NAV figures would be available by the end of January 2024, at which point Ironside's in-house legal team would begin preparing the amended Form PF filings.
Rajiv Subramanian, who joined the call for this portion of the discussion, noted that the restated NAV figures would also need to reconcile with corrected capital account balances for subscribing and redeeming investors. Mr. Subramanian explained that during the Affected Period, the Funds processed a total of 217 investor redemptions at NAV figures that were overstated due to the misvaluation. Based on Meridian's preliminary analysis, the aggregate overpayments to redeeming investors attributable to the overstated NAV totaled approximately $43.2 million. The reconciliation of these overpayments with the corrected capital account balances is a complex accounting exercise that Mr. Subramanian's team is performing in coordination with Meridian and Kessler Forensic Accounting Group PC. The corrected capital account balances are relevant not only to the Form PF amendments but also to the disgorgement analysis discussed in Section VI below.
C. Scope of Calderwood & Harkness's Role
The undersigned confirmed that Calderwood & Harkness's engagement is limited to the prosecution of litigation claims against Vantor Holdings Corp. and does not extend to the preparation, review, or filing of amended Form PF reports with the SEC. The Form PF amendments are a regulatory compliance function that falls squarely within the purview of Ironside's in-house legal team and its finance and operations personnel.
However, the undersigned noted that Calderwood & Harkness would be available to consult on the characterization of the misvaluation in any narrative disclosures or supplemental explanations that accompany the amended Form PF filings, to the extent that Ms. Lim requests such consultation. The purpose of any such consultation would be to ensure that the language used in the regulatory filings is consistent with Ironside's litigation position, that litigation privilege is preserved to the maximum extent possible, and that the amended filings do not inadvertently make admissions that are adverse to Ironside's claims against Vantor or that could be exploited by Vantor in discovery or at trial. Ms. Lim agreed that she would circulate any draft narrative disclosures to the undersigned before finalizing the amended Form PF filings.
V. Coordination with Claremont & Strauss LLP (Independent Auditor) on Audit Implications
A. Potential Impact on Audited Financial Statements
Claremont & Strauss LLP, a registered public accounting firm, serves as the independent auditor for Ironside Capital Management LP and each of the three Fund vehicles. Howard Stein, a partner at Claremont & Strauss, is the engagement partner on the Ironside audit. Claremont & Strauss has issued unqualified audit opinions on the financial statements of each of the Funds for fiscal years ending December 31, 2021, and December 31, 2022, and was engaged to audit the financial statements for the fiscal year ending December 31, 2023, prior to the discovery of the misvaluation.
The $287 million aggregate misvaluation identified by Harmon-Bryce raises serious questions about the accuracy of the previously issued audited financial statements for each of the Fund vehicles for fiscal years 2021 and 2022, as well as the interim unaudited financial statements distributed to investors for the quarters within the Affected Period. If the misvaluation is determined to constitute a material error under applicable accounting standards, the affected financial statements may need to be restated, and Claremont & Strauss may need to evaluate the implications for its prior audit opinions, including the possibility of withdrawing or reissuing those opinions.
Ms. Lim indicated that she and Mr. Subramanian held a preliminary meeting with Howard Stein on November 20, 2023, to discuss the potential audit implications of the misvaluation. Ms. Lim relayed that Mr. Stein's preliminary view is that the misvaluation, given its magnitude and duration, likely constitutes a "material error" within the meaning of ASC 250 (Accounting Changes and Error Corrections), which establishes the authoritative guidance for the correction of errors in previously issued financial statements. Under ASC 250, a material error in previously issued financial statements requires retrospective restatement — that is, the error must be corrected by restating the financial statements for each affected prior period.
Mr. Stein's preliminary assessment (as relayed by Ms. Lim) is that Claremont & Strauss would need to evaluate whether the restated financial statements would require a reissuance of the firm's audit opinions for fiscal years 2021 and 2022. The reissuance process would involve Claremont & Strauss performing additional audit procedures on the restated balances, including testing of the corrected valuations provided by Meridian and the methodologies applied by Harmon-Bryce. Ms. Lim noted that Mr. Stein had not yet formed a definitive view on the full scope of the restatement, as the restated NAV calculations from Meridian are not yet complete.
B. Auditor Communication Considerations
The undersigned emphasized the critical importance of managing communications with Claremont & Strauss in a manner that preserves litigation privilege. The communications between Calderwood & Harkness and Ironside regarding the legal claims against Vantor — including legal analyses, litigation strategy memoranda, damage calculations prepared for litigation purposes, and attorney work product — are protected by the attorney-client privilege and the work-product doctrine. If such materials were shared with Claremont & Strauss, a third party that does not fall within the scope of the common-interest privilege, the privilege could be waived, and the materials could become discoverable by Vantor in the anticipated litigation.
Accordingly, the undersigned advised that Ironside should not share with Claremont & Strauss any materials prepared by Calderwood & Harkness, including legal memoranda, correspondence between Calderwood & Harkness and Ironside, litigation strategy documents, or draft pleadings. The undersigned further advised that any factual information about the misvaluation that is necessary for the audit restatement process — such as the Harmon-Bryce valuation report findings, corrected NAV figures from Meridian, and position-level pricing data — may be shared with the auditor, as such information is factual in nature and does not implicate litigation strategy or legal analysis. However, the undersigned recommended that all such sharing be coordinated through Ms. Lim's office to ensure that no privileged materials are inadvertently included.
Ms. Lim agreed with this approach and confirmed that all substantive communications between Ironside personnel and Howard Stein regarding the Vantor matter would be funneled through her office. Ms. Lim committed to flagging for Calderwood & Harkness any requests from Claremont & Strauss that implicate litigation strategy, attorney-client communications, or work product, so that the undersigned can provide guidance on how to respond to such requests without compromising privilege. The undersigned noted that this gatekeeping function is particularly important given that the audit restatement process and the litigation against Vantor will proceed on parallel tracks over the coming months.
C. SAS 99 / Fraud Considerations
The call also included a brief discussion of the possibility that Claremont & Strauss may, as part of its own professional obligations, need to evaluate the misvaluation through the lens of SAS 99 (AU Section 316 — Consideration of Fraud in a Financial Statement Audit) and related auditing standards. SAS 99 requires auditors to consider the risk of material misstatement due to fraud in every audit engagement and to take appropriate responsive actions when fraud or suspected fraud is identified.
Specifically, the undersigned noted that Claremont & Strauss may need to assess whether the Vantor misvaluation — which Ironside contends was systematic and intentional — triggers the auditor's own obligations under SAS 99, including:
(a) Communications to Ironside's governing body or audit committee (or equivalent oversight body) regarding the fraud or suspected fraud, the auditor's assessment of management's response, and the auditor's own assessment of the internal control deficiencies that permitted the misvaluation to occur;
(b) Evaluation of whether the fraud or suspected fraud has a material effect on the financial statements of the Funds, and whether additional audit procedures are necessary to address the identified fraud risk;
(c) In extreme cases, evaluation of whether the auditor's obligations under Section 10A of the Securities Exchange Act of 1934 are triggered, which may require the auditor to make a report to the SEC if the issuer's (or, in this context, the registrant's) board of directors fails to take appropriate remedial action in response to the auditor's notification of an illegal act.
Ms. Lim noted that Ironside's limited partnership agreements for each of the three Funds do not provide for a formal audit committee. Instead, Elliot Brennan, Co-Founder, Managing Partner, and Chief Investment Officer, and Marguerite Dao, Co-Founder, President, and Chief Operating Officer, serve as the de facto oversight body for audit matters and have historically been the recipients of Claremont & Strauss's communications regarding audit findings and recommendations. Ms. Lim confirmed that Mr. Brennan and Ms. Dao had been briefed on the Vantor misvaluation and the anticipated litigation and were supportive of Ironside's remedial efforts, including the transition to Meridian, the retention of Calderwood & Harkness, and the planned disgorgement of excess fees.
The undersigned noted that the SAS 99 analysis is ultimately a matter for Claremont & Strauss to resolve under its own professional standards, but that Ironside should be prepared for the possibility that the auditor may request additional information or documentation related to the fraud allegations and Ironside's response. Any such requests should be routed through Ms. Lim for the reasons discussed in Section V.B above.
VI. Excess Management Fees and Incentive Allocation — Disgorgement Considerations
The misvaluation of illiquid credit and structured-product positions across the three Funds directly affected the computation of management fees and incentive allocations payable to Ironside by the limited partners. Under the terms of the limited partnership agreements governing each of the Funds, Ironside's management fee is calculated at 1.5% per annum of each Fund's net asset value, and the incentive allocation is 20% of net profits above a 6% hurdle rate. Because the NAV figures reported by Vantor were systematically overstated during the Affected Period, the management fees charged to limited partners were correspondingly overstated, and the incentive allocation calculations may have been distorted as well.
Based on preliminary calculations performed by Mr. Subramanian's team, the misvaluation resulted in Ironside collecting approximately $4.3 million in excess management fees from limited partners over the 11 affected quarters. This figure was calculated by applying the 1.5% annual management fee rate to the average aggregate overstatement (approximately $287 million) across the Affected Period, interpolated to account for the quarter-by-quarter variation in the overstatement. The $4.3 million figure is preliminary and subject to refinement as Meridian completes the restated NAV calculations and Kessler Forensic Accounting Group PC completes its forensic accounting analysis.
In addition to excess management fees, the inflated NAV figures may have resulted in overstated performance allocations — that is, incentive allocation amounts that were calculated based on overstated net profits. The precise amount of overstated performance allocations is still being quantified by Kessler Forensic Accounting Group PC, which was retained by Ironside on October 30, 2024. Martin Kessler, CPA/CFF, is the lead on the engagement and is working with Meridian and Mr. Subramanian's team to reconstruct the correct incentive allocation calculations for each affected quarter. The incentive allocation analysis is more complex than the management fee calculation because it requires consideration of the 6% hurdle rate, the high-water mark provisions in each Fund's limited partnership agreement, and the timing of individual investor subscriptions and redemptions relative to the quarters of overstatement.
Ms. Lim confirmed during the call that Ironside intends to offer disgorgement of the excess management fees to affected limited partners. The disgorgement framework is being developed in coordination with Mr. Subramanian and Meridian Investor Services, and Ms. Lim anticipated that Ironside would be in a position to present a disgorgement proposal to the Funds' limited partners in connection with the investor notification process described in Section VII below. The disgorgement would take the form of either a direct cash refund to affected limited partners or a credit against future management fees, at the election of each limited partner.
The undersigned noted that Ironside's willingness to disgorge excess fees voluntarily is directly relevant to the firm's litigation posture against Vantor. Voluntary disgorgement demonstrates good faith, mitigates potential counterclaims by Vantor alleging that Ironside was unjustly enriched by the misvaluation, and strengthens Ironside's position in any regulatory context by showing proactive remediation. However, the undersigned cautioned that the timing and mechanics of the disgorgement process should be carefully coordinated with the litigation timeline. Specifically, any documents generated in connection with the disgorgement — including calculations, methodology memoranda, and communications with limited partners — could potentially be sought by Vantor in discovery and used to support arguments that Ironside accepted responsibility for the misvaluation or that the damages attributable to Vantor should be reduced by amounts Ironside has already repaid to investors. The undersigned recommended that Ms. Lim consult with Calderwood & Harkness before finalizing the disgorgement methodology and distributing any disgorgement-related communications to limited partners, so that the litigation team can assess the potential implications for the damages case against Vantor.
VII. Investor Notification and LP Communication
The November 29, 2023 call included a discussion of Ironside's obligations to notify and communicate with the limited partners of the Funds regarding the misvaluation, the transition of fund administration to Meridian, the anticipated litigation against Vantor, and the planned disgorgement of excess fees. This discussion built upon the undersigned's separate guidance letter to Ms. Lim dated November 20, 2023, which addressed Ironside's disclosure obligations to limited partners under the limited partnership agreements governing each of the Funds, the side-letter agreements with certain institutional investors, and the exemptive provisions of Regulation D under the Securities Act of 1933.
The guidance letter identified Ashford Endowment Partners LP, the Funds' largest limited partner (managing director Philip Ashford III; committed capital of $340 million across Funds I, II, and III), as a particular focus for investor communications, given the magnitude of Ashford's exposure and the existence of enhanced reporting obligations in Ashford's side-letter agreements. The guidance letter also addressed the communications protocols applicable to the other institutional limited partners in the Funds, including public pension funds, university endowments, and family offices, each of which has distinct disclosure expectations and, in some cases, contractual reporting obligations that exceed the baseline requirements of the limited partnership agreements.
Ms. Lim confirmed during the November 29, 2023 call that she would handle all LP communications, including the preparation and distribution of investor notices, the coordination of any supplemental reporting requested by individual limited partners, and the management of investor inquiries. The undersigned agreed that Calderwood & Harkness would review draft investor notices prepared by Ms. Lim for litigation sensitivity — that is, to ensure that the notices do not contain statements or characterizations that could be used adversely by Vantor in the anticipated litigation or by the LP claimants in the pending LP Arbitrations.
The three pending LP Arbitrations against Ironside were noted as a significant complicating factor in the drafting of investor communications. The LP claimants in those proceedings have alleged, among other things, that Ironside failed to adequately oversee Vantor's valuation processes and that Ironside bore independent responsibility for the accuracy of the NAV figures reported to investors. Investor notices regarding the misvaluation and the litigation against Vantor must therefore be carefully drafted to avoid any statements that could be construed as admissions of supervisory failure or concessions regarding Ironside's independent valuation obligations. The undersigned advised Ms. Lim that the investor notices should focus on the factual chronology (Discovery of the misvaluation, retention of Harmon-Bryce, termination of Vantor, transition to Meridian, and retention of litigation counsel) and should avoid legal characterizations of Ironside's own culpability or lack thereof. The undersigned agreed to provide specific redline comments on draft investor notices before they are distributed.
VIII. Delineation of Responsibilities — Calderwood & Harkness vs. Ironside In-House Counsel
The November 29, 2023 call included an extended discussion regarding the clear delineation of responsibilities between Calderwood & Harkness LLP, as litigation counsel, and Ironside's in-house legal team, as regulatory and compliance counsel. The purpose of this delineation is to ensure that each team understands its scope of responsibility, that there are no gaps or overlaps, and that coordination between the two functions is managed efficiently and with appropriate protections for litigation privilege.
A. Calderwood & Harkness's Scope (Litigation-Focused)
Calderwood & Harkness's engagement, as set forth in the November 1, 2023 engagement letter and as confirmed on the November 29, 2023 call, encompasses the following:
1.  Prosecution of Litigation Claims. Calderwood & Harkness will prosecute all litigation claims against Vantor Holdings Corp. arising from the misvaluation, including claims for fraud, fraudulent concealment, negligent misrepresentation, breach of contract (specifically, material breach of FAA §§ 3.1 and 4.2, which establish Vantor's valuation methodology and reporting obligations), breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment. The claims will be asserted on behalf of Ironside and, to the extent applicable, on behalf of the Funds.
2.  Pre-Suit Demand and Correspondence. Calderwood & Harkness transmitted a formal demand letter to Vantor and its counsel on November 15, 2023. Calderwood & Harkness will handle all pre-suit correspondence with Vantor's counsel, including any settlement discussions prior to the filing of the complaint.
3.  Pre-Suit Mediation. Calderwood & Harkness is managing the pre-suit mediation process, which will be conducted under the auspices of Brookstone ADR Services LLC (Reference No. BADR-2024-00391). The mediation will be presided over by Hon. Sandra Kwan (Ret.), a former judge of the United States District Court for the Southern District of New York. The mediation is expected to take place in the first quarter of 2024, and the filing of the complaint against Vantor is anticipated for January 2025, assuming the mediation does not result in a resolution.
4.  Engagement and Coordination with Litigation Experts. Calderwood & Harkness has engaged and will coordinate with the following expert consultants in connection with the litigation: (a) Harmon-Bryce Valuation Advisors LLC (lead: Dr. Lena Galbraith, CFA, ASA), which has been retained as the independent valuation expert and is expected to serve as a testifying expert at trial; and (b) Kessler Forensic Accounting Group PC (lead: Martin Kessler, CPA/CFF), which has been retained to perform forensic accounting analysis for purposes of quantifying Ironside's damages.
5.  Review of Regulatory Disclosure Language. As an accommodation within the litigation engagement, Calderwood & Harkness will review draft regulatory disclosure language prepared by Ms. Lim (including Form ADV amendments, Form PF narrative disclosures, and investor notices) to ensure consistency with the litigation position. This review function does not constitute an assumption of responsibility for the regulatory filings themselves.
6.  Analysis of Collectability and Insurance Coverage. Calderwood & Harkness will analyze the collectability of any judgment or settlement from Vantor, including an analysis of Vantor's directors' and officers' liability insurance coverage under its policy with Veltrano Mutual Insurance Co. (policy limits of $50 million per occurrence, subject to retentions and exclusions). The collectability analysis will inform the litigation strategy, including settlement negotiations and potential recovery avenues.
B. Ironside In-House Counsel's Scope (Regulatory and Compliance)
Ironside's in-house legal team, led by Katherine Lim in her capacity as General Counsel and Chief Compliance Officer, is responsible for the following matters, which fall outside the scope of Calderwood & Harkness's litigation engagement:
1.  Form ADV Amendments. Preparation and filing of amended Form ADV (Parts 1A and 2A) with the SEC through the IARD system, including the Item 11 legal and disciplinary disclosures and the Part 2A brochure updates discussed in Section III above.
2.  Form PF Amendments. Preparation and filing of amended Form PF reports for each of the 11 affected quarters (Q1 2021 through Q3 2023), incorporating the restated NAV figures and corrected asset valuations produced by Meridian.
3.  Auditor Coordination. Coordination with Claremont & Strauss LLP (audit partner Howard Stein) on all matters relating to the potential restatement of the Funds' audited financial statements, including the ASC 250 analysis, the scope of additional audit procedures, and the reissuance of audit opinions.
4.  Fund Administrator Coordination. Coordination with Meridian Investor Services LLC (CEO Anne-Claire Dupont) on the preparation of restated NAV calculations for each of the 11 affected quarters, corrected capital account balances for subscribing and redeeming investors, and the reconciliation of the $43.2 million in aggregate overpayments to redeeming investors.
5.  Investor Communications. Preparation and distribution of LP notices and investor communications regarding the misvaluation, the transition to Meridian, the anticipated litigation against Vantor, and the planned disgorgement of excess management fees.
6.  Disgorgement Management. Management of the disgorgement process for the approximately $4.3 million in excess management fees (and any overstated performance allocations, once quantified), including the development of the disgorgement methodology, the calculation of individual investor refunds or credits, and the distribution of disgorgement payments.
7.  Day-to-Day Regulatory Compliance. Management of all day-to-day regulatory compliance matters for Ironside, including the maintenance of Ironside's compliance policies and procedures, ongoing SEC examination readiness, and the handling of any SEC inquiries or examination follow-up that may arise in connection with the misvaluation or the amended regulatory filings.
8.  LP Arbitration Defense. Defense of the three pending LP Arbitrations. Ms. Lim noted that separate counsel may be engaged to handle the LP Arbitrations, and that the defense of those proceedings is not within the scope of Calderwood & Harkness's engagement. The undersigned confirmed this understanding and noted that any information sharing between Calderwood & Harkness and LP Arbitration defense counsel should be structured under a common-interest agreement to preserve privilege.
IX. Action Items
The following action items were identified and agreed upon during the November 29, 2023 call:
1.  Katherine Lim to prepare draft amended Form ADV Item 11 and Part 2A disclosure language and circulate to Samuel Eklund at Calderwood & Harkness for litigation-consistency review prior to filing with the SEC. Target circulation date: within ten business days of the filing of the complaint against Vantor, or earlier if circumstances require.
2.  Katherine Lim and Rajiv Subramanian to coordinate with Meridian Investor Services LLC (Anne-Claire Dupont) on the completion of restated NAV figures for all 11 affected quarters and to begin preparation of amended Form PF filings. Target completion of restated NAV figures: end of January 2024. Target filing of amended Form PF reports: to be determined following completion of the restated NAV figures and internal review.
3.  Katherine Lim and Rajiv Subramanian to schedule a follow-up meeting with Howard Stein at Claremont & Strauss LLP regarding the restatement timeline, the auditor's assessment of whether the misvaluation constitutes a material error under ASC 250, and the scope of additional audit procedures that may be required for the restatement. Target meeting date: on or before December 15, 2023.
4.  Samuel Eklund to flag for Katherine Lim any upcoming litigation filings, correspondence, or public developments (including the mediation with Brookstone ADR Services or the anticipated filing of the complaint) that may require advance coordination with Ironside's regulatory disclosures or investor communications.
5.  Katherine Lim to funnel all Claremont & Strauss communications touching on the Vantor matter through her office and to flag for Calderwood & Harkness any auditor requests that implicate litigation privilege, work product, or litigation strategy. This protocol to remain in effect for the duration of the audit restatement process.
6.  Samuel Eklund to circulate to Katherine Lim draft investor notice language, consistent with the guidance set forth in the November 20, 2023 guidance letter, for finalization and distribution to the Funds' limited partners. Target circulation date: on or before December 8, 2023.
7.  Katherine Lim to promptly advise Calderwood & Harkness if the SEC initiates any inquiry, examination, enforcement action, or other regulatory proceeding related to the misvaluation, the amended regulatory filings, or any other aspect of the Vantor matter, so that the litigation strategy can be assessed and adjusted as necessary in light of any parallel regulatory proceeding.
X. Conclusion
This memorandum confirms that Calderwood & Harkness LLP's engagement on the Ironside matter is limited to the prosecution of litigation claims against Vantor Holdings Corp. arising from the systematic misvaluation of illiquid credit and structured-product positions across the three Funds. Calderwood & Harkness's engagement does not encompass the preparation or filing of regulatory filings with the SEC (including Form ADV amendments and Form PF amendments), the coordination with Ironside's independent auditor, the management of the disgorgement process, or the preparation and distribution of investor communications, except to the limited extent that Calderwood & Harkness has agreed to review such materials for consistency with Ironside's litigation position.
All regulatory and compliance matters remain the sole responsibility of Ironside's in-house legal team, led by Katherine Lim, General Counsel and Chief Compliance Officer, with support from Rajiv Subramanian, Chief Financial Officer, and Derek Holt, Head of Operations. Ms. Lim and her team will manage all SEC filings, auditor coordination, investor notifications, and disgorgement processes, and will consult with Calderwood & Harkness as appropriate to ensure that regulatory and investor-facing communications are consistent with the litigation position and do not compromise litigation privilege.
The next scheduled check-in call between the undersigned and Katherine Lim is December 15, 2023, at 10:00 a.m. Eastern Time. The agenda for that call will include a status update on the mediation scheduling with Brookstone ADR Services, the progress of Meridian's restated NAV calculations, and the timeline for the follow-up meeting with Howard Stein at Claremont & Strauss.
This memorandum is filed in the internal records of Calderwood & Harkness LLP for the Ironside Capital Management LP matter file. It is not intended for distribution outside of Calderwood & Harkness and is protected by the attorney-client privilege and the work-product doctrine.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Samuel Eklund
Title: Partner
Date: December 1, 2023
51 West 52nd Street, 40th Floor New York, NY 10019 Telephone: (212) 555-0147
Email: seklund@calderwoodharkness.com
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION. This memorandum constitutes confidential attorney work product prepared in anticipation of litigation and is protected by the attorney-client privilege, the work-product doctrine, and all other applicable privileges and protections under federal and state law. This document is intended solely for the internal files of Calderwood & Harkness LLP and the authorized representatives of Ironside Capital Management LP. Any unauthorized disclosure, distribution, or use of this document is strictly prohibited and may result in a waiver of applicable privileges.
From: | Samuel Eklund, Partner, Calderwood & Harkness LLP
Re: | Coordination with Ironside Capital Management LP Regulatory Counsel Regarding SEC Regulatory Implications Arising from Vantor Holdings Corp. Misvaluation Matter
Matter: | Ironside Capital Management LP v. Vantor Holdings Corp. — Pre-Litigation
Date: | December 1, 2023

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION

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