1025-00005 · Quorum Insurance Holdings · Engagement

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CONFIDENTIAL — INTERNAL MEMORANDUM — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 55th Floor New York, New York 10006

March 2, 2026

MEMORANDUM

TO: Douglas Carmichael, Responsible Partner, Litigation (General)

FROM: Yuki Nakamura, Associate, Litigation (General)

RE: Conflicts Check Results — New Matter No. 1025-00005; Quorum Insurance Holdings Corp. / Quorum Casualty & Surety Company — Pre-Suit Reinsurance Recoverable Dispute with Pinnacle Atlantic Reinsurance Ltd.

STATUS: Reviewed and Approved by Douglas Carmichael on March 2, 2026

This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP attorneys and professional staff in connection with the evaluation and clearance of potential conflicts of interest. This memorandum should not be disclosed to any client, opposing party, or third party without prior authorization from the General Counsel of Calderwood & Harkness LLP.

1. Purpose and Scope of Conflicts Check

This memorandum documents the results of the conflicts check conducted in connection with the proposed retention of Calderwood & Harkness LLP ("C&H" or the "Firm") by Quorum Insurance Holdings Corp. ("QIH") and its wholly-owned subsidiary Quorum Casualty & Surety Company ("QC&S," and together with QIH, the "Client") in a pre-suit reinsurance recoverable dispute involving Excess of Loss Reinsurance Treaty No. PA-QCS-2019-EXL-0044 (the "2019 Treaty"). The dispute concerns the refusal by Pinnacle Atlantic Reinsurance Ltd. ("Pinnacle Atlantic") to honor certain cessions and billings submitted by QC&S under the 2019 Treaty. The amounts in controversy are substantial; the reinsurance recoverable at issue is currently carried on QC&S's statutory balance sheet at approximately $47.3 million.

The proposed engagement was authorized by Rachel Sondergaard, General Counsel of QIH, following formal authorization by the QIH Board Audit Committee at its meeting on February 24, 2026. Ms. Sondergaard contacted Douglas Carmichael by telephone on February 25, 2026, to discuss the potential retention, and a formal engagement letter was circulated in draft form on February 27, 2026. Before the engagement letter may be finalized and the Firm may commence substantive work on the matter, it is necessary to complete and document the conflicts analysis set forth herein.

The conflicts check was initially performed on February 28, 2026, using the Firm's electronic conflicts database, the C&H ConflictsPlus system, which contains records of all current and former client relationships, matter assignments, adverse party designations, and individual contact information dating back to the system's implementation in 2003. A supplemental search was conducted on March 1, 2026, following receipt of additional party information from QIH's in-house legal team, including the identities of certain underlying policyholders and third-party service providers relevant to the dispute.

The scope of this conflicts check encompasses all adverse, allied, and related parties, including but not limited to: corporate affiliates and subsidiaries of the Client and the adverse party; opposing counsel and their individual attorneys; reinsurance intermediaries involved in the placement or administration of the 2019 Treaty; underlying policyholders whose claims form the basis of the disputed cessions; key individuals at all relevant entities; and third-party advisors and service providers, including regulatory counsel, consulting actuaries, independent auditors, and banking institutions.

The conflicts analysis has been conducted in accordance with the applicable rules governing conflicts of interest under the New York Rules of Professional Conduct, specifically:

(a) Rule 1.7 (Conflict of Interest: Current Clients), which prohibits representation of a client if the representation involves a concurrent conflict of interest — that is, if the representation will be directly adverse to another current client, or if there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer;

(b) Rule 1.9 (Duties to Former Clients), which prohibits a lawyer who has formerly represented a client in a matter from representing another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing; and

(c) Rule 1.10 (Imputation of Conflicts of Interest), which provides that, while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm.

The analysis set forth below addresses each party and individual identified through the search process, presents the search results, and provides the Firm's conclusions regarding the existence or absence of any disqualifying conflict of interest.

2. Identification of Parties Searched

The following parties and individuals were identified for inclusion in the conflicts search based on information provided by QIH's in-house legal team, publicly available corporate records, NAIC filings, and the Bermuda Monetary Authority's public register of insurers. The parties are organized by their role in the proposed engagement.

2.1 Client Entities

The following entities have been identified as the proposed clients in this engagement:

(a) Quorum Insurance Holdings Corp. — A Delaware corporation; publicly traded on the Nasdaq Global Select Market under the ticker symbol "QIHC"; principal offices at 200 Constitution Plaza, Suite 3400, Hartford, Connecticut 06103; Federal Employer Identification Number: 82-4031567. QIH is the ultimate parent holding company of the Quorum insurance group, which includes multiple property-casualty, specialty, and life insurance subsidiaries operating in the United States and Canada. QIH reported consolidated total assets of approximately $14.6 billion and consolidated shareholders' equity of approximately $3.8 billion as of December 31, 2025, per its Annual Report on Form 10-K.

(b) Quorum Casualty & Surety Company — A New York-domiciled stock property and casualty insurance company; NAIC Company Code No. 24891; principal offices at 200 Constitution Plaza, Suite 3200, Hartford, Connecticut 06103; Federal Employer Identification Number: 13-6294810. QC&S is a wholly-owned subsidiary of QIH and is the ceding company under the 2019 Treaty that is the subject of this dispute. QC&S is regulated by the New York State Department of Financial Services and reported statutory admitted assets of approximately $5.2 billion and statutory surplus as regards policyholders of approximately $1.4 billion as of December 31, 2025, per its most recent Annual Statement filed with the NAIC.

A search of the C&H ConflictsPlus system confirms that both QIH and QC&S are existing clients of the Firm. QIH has been a client of C&H on multiple prior transactional and advisory matters in the Firm's Corporate and Securities Departments, including capital markets advisory work and corporate governance counseling. QC&S has not previously been a direct client of the Firm in its own right; however, as a wholly-owned subsidiary of QIH, it is treated as part of the existing client relationship for purposes of this analysis, consistent with the Firm's policies regarding the representation of corporate affiliates. The search confirmed that no matters are currently active or have previously been opened in which C&H has taken a position adverse to either QIH or QC&S on any subject matter. No conflicting engagements were identified.

2.2 Adverse / Counterparty Entities

The following entities have been identified as the adverse parties — i.e., the counterparties to the Client in the proposed engagement:

(a) Pinnacle Atlantic Reinsurance Ltd. — A Bermuda Class 4 insurer and reinsurer; Bermuda Monetary Authority Registration No. BMA-4R-2008-0331; registered office at Clarendon House, 14 Church Street, Hamilton HM 11, Bermuda; United States office at 1285 Avenue of the Americas, 28th Floor, New York, New York 10019. Pinnacle Atlantic is the reinsurer under the 2019 Treaty and is the entity that has declined to honor certain cessions submitted by QC&S, giving rise to the dispute that is the subject of this engagement. Pinnacle Atlantic is licensed as a certified reinsurer in multiple U.S. jurisdictions and maintains a trust fund for the benefit of its U.S. ceding companies.

(b) Pinnacle Atlantic Group Holdings Ltd. — A Bermuda exempted company; the ultimate parent holding company of the Pinnacle Atlantic group of companies, including Pinnacle Atlantic Reinsurance Ltd. and several other insurance, reinsurance, and investment subsidiaries. Pinnacle Atlantic Group Holdings Ltd. is not itself a party to the 2019 Treaty, but it is included in this search as the corporate parent of the adverse reinsurer to ensure comprehensive coverage of potentially related entities.

2.3 Opposing Counsel

Based on correspondence received by QIH from Pinnacle Atlantic, the following law firm and individual attorneys have been identified as counsel for the adverse party in this matter:

(a) Hargrove, Fitch & Calloway LLP — A full-service law firm with offices in New York, Washington, D.C., and London; principal office at 51 West 52nd Street, 40th Floor, New York, New York 10019. Hargrove, Fitch & Calloway ("HFC") has been retained by Pinnacle Atlantic to represent it in connection with the reinsurance treaty dispute.

(b) Nathaniel R. Calloway III — Lead Partner, Insurance Litigation Practice Group, HFC, New York office. Mr. Calloway is the lead attorney designated by HFC for this matter and has signed correspondence on behalf of Pinnacle Atlantic.

(c) Priya Subramanian — Senior Associate, Insurance Litigation Practice Group, HFC, New York office. Ms. Subramanian has been identified in HFC correspondence as part of the engagement team for this matter.

2.4 Intermediary / Third Parties

The following entities have been identified as non-party intermediaries or underlying policyholders that are relevant to the dispute and therefore warrant inclusion in the conflicts search:

(a) Broadreach Intermediaries Inc. — A New York corporation; licensed reinsurance intermediary; principal offices at 100 Wall Street, 18th Floor, New York, New York 10005. Broadreach served as the producing and placing reinsurance intermediary for the 2019 Treaty and handled certain administrative functions, including the transmission of cession statements and premium accountings between QC&S and Pinnacle Atlantic. Broadreach is not a party to the dispute, but it is a potential source of documents and testimony regarding the negotiation, placement, and administration of the 2019 Treaty.

(b) Meridian Docks Development LLC — A New Jersey limited liability company; a policyholder of QC&S under commercial general liability policy No. CGL-2020-09844. Meridian Docks is the insured under one of the underlying insurance policies giving rise to claims that were ceded to Pinnacle Atlantic under the 2019 Treaty. The claims arising from the Meridian Docks policy relate to environmental remediation liabilities at a former shipyard facility in Bayonne, New Jersey, and constitute a significant portion of the disputed reinsurance recoverable. Meridian Docks is not a party to the reinsurance dispute.

(c) Veridian Financial Services Inc. — A Delaware corporation; a policyholder of QC&S under professional liability (errors and omissions) policy No. PL-2021-15327. Veridian is the insured under another underlying insurance policy giving rise to claims that were ceded to Pinnacle Atlantic under the 2019 Treaty. The claims arising from the Veridian policy relate to a securities class action settlement and associated defense costs, and they constitute the second major component of the disputed reinsurance recoverable. Veridian is not a party to the reinsurance dispute.

2.5 Allied Third-Party Advisors and Service Providers

The following entities have been identified as third-party advisors, consultants, and service providers that are allied with or relevant to the Client's position in this engagement. These entities are included in the conflicts search to ensure that no undisclosed relationships exist that could compromise the Firm's independence or create the appearance of a conflict:

(a) Harmon & Whitfield LLP — Principal offices at 185 Asylum Street, Suite 2600, Hartford, Connecticut 06103. Harmon & Whitfield ("H&W") serves as QIH's outside insurance regulatory counsel and advises QIH and its insurance subsidiaries, including QC&S, on matters relating to state and federal insurance regulation, including reserve and surplus requirements, reinsurance credit, and regulatory reporting. Contact at H&W: Elaine Whitfield-Ross, Partner. H&W may provide input on regulatory aspects of the dispute, particularly regarding the impact of the disputed reinsurance recoverable on QC&S's statutory surplus and its ability to take credit for reinsurance.

(b) Velthorn Actuarial Advisors LLC — Principal offices at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109. Velthorn serves as QC&S's outside consulting actuary and prepared the actuarial certificates and reserve analyses that underlie the disputed cessions under the 2019 Treaty. Contact at Velthorn: Dr. Stephen Tanaka, FCAS, MAAA, Principal Actuary. Dr. Tanaka may serve as a fact witness regarding the actuarial methodology and assumptions used in calculating the reserves and cessions at issue, and Velthorn may also serve as a consulting expert to the Firm in this engagement.

(c) Meridian Whitcomb & Co. LLP — Principal offices at 300 Park Avenue, 22nd Floor, New York, New York 10022. Meridian Whitcomb ("MW") serves as QIH's independent registered public accounting firm and issued an unqualified audit opinion on QIH's consolidated GAAP financial statements for the fiscal year ended December 31, 2025. Those financial statements include the reinsurance recoverable at issue in this dispute, which is carried as an asset on QC&S's balance sheet and flows through to QIH's consolidated financial statements. Contact at MW: Patricia Hernandez, CPA, Audit Partner. MW's work papers and audit conclusions regarding the recoverability of the reinsurance asset may be relevant to the dispute.

(d) Cartwright National Bank, N.A. — Principal offices at 383 Madison Avenue, New York, New York 10179. Cartwright serves as the administrative agent under QIH's $750 million senior secured revolving credit facility, which matures in June 2028. Contact at Cartwright: Andrew Bao, Relationship Manager. The revolving credit facility contains financial covenants that require QC&S to maintain statutory surplus above a specified minimum of $1.1 billion. The outcome of the reinsurance recoverable dispute could have implications for QC&S's statutory surplus and, consequently, for covenant compliance under the credit facility. Cartwright is included in this search because the resolution of the dispute may affect Cartwright's interests as a lender, and because C&H has an existing client relationship with Cartwright on separate, unrelated matters.

2.6 Key Individuals Searched

In addition to the entity-level searches described above, the following individuals were searched in the C&H ConflictsPlus system to identify any personal or professional relationships that could give rise to a conflict of interest or the appearance of impropriety:

(a) Martin Galbraith — Chief Executive Officer, Quorum Insurance Holdings Corp.

(b) Rachel Sondergaard — General Counsel, Quorum Insurance Holdings Corp.

(d) Diana Kessler-Hoff — Vice President, Claims & Reinsurance Recoveries, Quorum Casualty & Surety Company

(e) Sir Edmund Haverford — Chief Executive Officer, Pinnacle Atlantic Reinsurance Ltd.

(f) Lorraine Metcalf — Chief Claims Officer, Pinnacle Atlantic Reinsurance Ltd.

(g) Conrad Hesse — Senior Vice President, Treaty Disputes & Recoveries, Pinnacle Atlantic Reinsurance Ltd.

(h) James "Jamie" Castellano — Account Executive, Broadreach Intermediaries Inc.

(i) Elaine Whitfield-Ross — Partner, Harmon & Whitfield LLP

(j) Dr. Stephen Tanaka, FCAS, MAAA — Principal Actuary, Velthorn Actuarial Advisors LLC

(k) Patricia Hernandez, CPA — Audit Partner, Meridian Whitcomb & Co. LLP

(l) Andrew Bao — Relationship Manager, Cartwright National Bank, N.A.

Each individual was searched by both last name and full name, including common variations and abbreviations, to minimize the risk of false negatives. Where available, additional identifying information such as employer, title, and geographic location was used to confirm or rule out matches.

3. Search Results and Analysis

This section sets forth the results of the conflicts search for each party and individual identified in Section 2 above, together with the Firm's analysis and conclusions regarding the existence or absence of any disqualifying conflict of interest under the applicable rules.

3.1 Quorum Insurance Holdings Corp. and Quorum Casualty & Surety Company

Result: Existing client. Multiple prior and current matters on file.

The C&H ConflictsPlus system confirms that QIH is an existing client of the Firm. C&H has represented QIH on multiple prior and, in certain cases, ongoing matters, primarily in the areas of securities law, capital markets advisory, and corporate governance counseling. None of these prior or existing engagements involve reinsurance, treaty disputes, claims handling, or any subject matter that overlaps with or is related to the proposed engagement. The most recently completed engagement for QIH was a corporate governance advisory matter relating to QIH's board committee restructuring in 2024 (C&H Matter No. 1025-00005), which was closed on January 15, 2025. QIH also currently has an open general advisory retainer with the Firm's Securities Regulation group for periodic SEC reporting questions (C&H Matter No. 1025-00005), which does not present any conflict with the proposed litigation engagement.

QC&S has not previously been a direct client of the Firm — no matters have been opened in the C&H ConflictsPlus system with QC&S designated as a client entity. However, as a wholly-owned subsidiary of QIH, QC&S is treated as part of the existing client relationship under the Firm's internal policies and consistent with applicable ethical guidance. The New York City Bar Association's Formal Opinion 2007-03 and the ABA Model Rules Comment [34] to Rule 1.7 provide that, for purposes of conflicts analysis, a lawyer's obligation to a corporate client generally extends to the corporate client's affiliates when the circumstances indicate that the affiliate should be treated as a client. Here, QC&S shares common management with QIH, operates under QIH's corporate umbrella, and the engagement has been authorized by QIH's General Counsel and Board Audit Committee. Accordingly, the representation of QC&S is consistent with, and does not conflict with, the Firm's existing relationship with QIH.

No matters were identified in the C&H ConflictsPlus system in which C&H has taken a position adverse to QIH, QC&S, or any other Quorum group entity. No conflicting engagements of any kind were identified.

Conclusion: No conflict. The existing client relationship with QIH supports and is consistent with the proposed engagement. Representation of QC&S as a wholly-owned subsidiary of an existing client does not give rise to any conflict of interest.

3.2 Pinnacle Atlantic Reinsurance Ltd.

Result: No current client relationship. No current matters in which Pinnacle Atlantic Reinsurance Ltd. is a client or allied party.

A comprehensive search of the C&H ConflictsPlus system returned no active engagement in which Pinnacle Atlantic Reinsurance Ltd. is designated as a client, co-client, or allied party. The search also returned no active engagement in which any C&H attorney is currently representing any party in a matter adverse to Pinnacle Atlantic Reinsurance Ltd. Accordingly, there is no concurrent conflict of interest under Rule 1.7(a) that would arise from accepting an engagement adverse to Pinnacle Atlantic Reinsurance Ltd. in the proposed matter.

The search did not return any prior engagements in which Pinnacle Atlantic Reinsurance Ltd. itself (as distinguished from its corporate parent and affiliates, which are addressed separately in Section 3.3 below) was a client of the Firm. The Firm has no former client relationship with Pinnacle Atlantic Reinsurance Ltd. that would trigger analysis under Rule 1.9.

Conclusion: No current-client conflict under Rule 1.7 and no former-client conflict under Rule 1.9 with respect to Pinnacle Atlantic Reinsurance Ltd. specifically. Further analysis regarding the Pinnacle Atlantic corporate group, including the parent entity and its affiliates, is set forth in Section 3.3 below.

3.3 Pinnacle Atlantic Group Holdings Ltd. (Parent Entity)

Result: Prior representation identified — analyzed and resolved with no disqualifying conflict.

A search of the C&H ConflictsPlus system for Pinnacle Atlantic Group Holdings Ltd. and its known affiliates returned one historical result: the Firm's Corporate Department represented Pinnacle Atlantic Capital Markets Ltd. ("PACM"), a Bermuda-domiciled investment subsidiary of Pinnacle Atlantic Group Holdings Ltd., in a cross-border structured financing transaction in 2021. That engagement was designated as C&H Matter No. 1025-00005 (the "2021 PACM Engagement").

The relevant details of the 2021 PACM Engagement are as follows:

(i) The 2021 PACM Engagement involved the structuring and issuance of a series of medium-term notes by PACM under a European Medium-Term Note Programme established for the purpose of diversifying the Pinnacle Atlantic group's funding sources. The engagement encompassed the preparation and negotiation of offering documentation, including a base prospectus, pricing supplements, and subscription agreements, as well as advice on applicable U.S. securities law considerations for the offering of the notes to qualified institutional buyers.

(ii) The 2021 PACM Engagement was a discrete transactional engagement with a defined scope and timeline. It commenced on or about March 8, 2021, and concluded on September 14, 2021, on which date the Firm confirmed the closing of the final tranche of notes under the programme and the matter was formally closed in the C&H ConflictsPlus system.

(iii) The subject matter of the 2021 PACM Engagement was exclusively related to structured finance and capital markets. The engagement involved no insurance, reinsurance, treaty, or claims-related work of any kind. The Firm did not advise PACM or any Pinnacle Atlantic affiliate on any matter relating to reinsurance underwriting, treaty terms, cession practices, claims handling, or reinsurance recoverables. The Firm did not review, analyze, or opine on any reinsurance treaties, including the 2019 Treaty that is the subject of the current proposed engagement.

(iv) During the course of the 2021 PACM Engagement, the Firm received confidential information from PACM relating to the structured note programme, PACM's financial condition, and the terms of the offering. The Firm did not receive any confidential information regarding Pinnacle Atlantic Reinsurance Ltd.'s reinsurance operations, treaty portfolios, claims reserves, or dispute posture. No confidential information received during the 2021 PACM Engagement is material to, or relevant to, the current reinsurance recoverable dispute between QC&S and Pinnacle Atlantic Reinsurance Ltd.

(v) The engagement team for the 2021 PACM Engagement has been identified by cross-referencing attorney time and billing records in the Firm's matter management system. The lead partner on the 2021 PACM Engagement was Gregory Lindhurst (Corporate Department), and the working associates were Samantha Cho and Marcus Denning (both Corporate Department). None of these attorneys is a member of the proposed engagement team for the current matter. Moreover, none of the proposed engagement team members — Douglas Carmichael, Francesca Morano, Jeffrey Park, or Yuki Nakamura — recorded any time or performed any work on C&H Matter No. 1025-00005. There is no overlap whatsoever between the 2021 PACM Engagement team and the proposed engagement team for the current matter.

Analysis under Rule 1.9: The analysis under New York Rule of Professional Conduct 1.9 requires consideration of three elements: (a) whether the current matter is the "same or substantially related" to the former representation; (b) whether the interests of the current client are "materially adverse" to the interests of the former client in the same matter; and (c) whether confidential information obtained during the former representation could be used to the disadvantage of the former client.

With respect to element (a), the current matter — a reinsurance recoverable dispute under an excess of loss treaty — is entirely distinct from the former representation — a structured note issuance under a European medium-term note programme. The two matters involve different legal disciplines (insurance/reinsurance litigation versus capital markets/structured finance), different substantive issues (treaty interpretation and cession practices versus securities offering documentation), and different entities within the Pinnacle Atlantic corporate group (Pinnacle Atlantic Reinsurance Ltd. versus Pinnacle Atlantic Capital Markets Ltd.). There is no factual, legal, or substantive overlap between the two matters. The current matter is not the same or substantially related to the former representation.

With respect to element (b), the interests of QIH and QC&S (the current clients) are adverse to Pinnacle Atlantic Reinsurance Ltd. (the counterparty in the current dispute), not to Pinnacle Atlantic Capital Markets Ltd. (the former client in the 2021 engagement). While Pinnacle Atlantic Capital Markets Ltd. and Pinnacle Atlantic Reinsurance Ltd. are both subsidiaries of Pinnacle Atlantic Group Holdings Ltd., they are separate legal entities, and the current matter does not involve the former client entity. Even considering the affiliates-as-clients analysis, the interests at stake in the current matter are not the same interests that were at stake in the former representation, and the adversity, if any, is not "material" in the context of a completely unrelated matter.

With respect to element (c), no confidential information obtained during the 2021 PACM Engagement is relevant to or could be used to the disadvantage of PACM or any Pinnacle Atlantic affiliate in the current reinsurance dispute. The information received during the 2021 engagement related to capital markets and structured finance matters; it did not encompass reinsurance operations, treaty terms, claims practices, or any other subject matter bearing on the current dispute.

Conclusion: The former client conflict arising from the 2021 PACM Engagement has been analyzed and cleared under Rule 1.9. The current matter is not the same or substantially related to the former representation; no confidential information from the former engagement is relevant to the current matter; and there is no team overlap between the two engagements. No consent or waiver from Pinnacle Atlantic Capital Markets Ltd. or Pinnacle Atlantic Group Holdings Ltd. is required. The Firm may proceed with the proposed engagement adverse to Pinnacle Atlantic Reinsurance Ltd. without any ethical impediment arising from the prior representation of PACM.

3.4 Hargrove, Fitch & Calloway LLP (Opposing Counsel)

Result: No conflict.

A search of the C&H ConflictsPlus system for Hargrove, Fitch & Calloway LLP, including common abbreviations ("HFC," "Hargrove Fitch"), returned no results indicating that C&H currently represents HFC or any HFC client in a matter where HFC serves as co-counsel. The search also returned no results indicating that C&H has previously engaged HFC as co-counsel, local counsel, or referral counsel on any matter, or that HFC has previously served in any capacity allied with C&H on any engagement. Accordingly, there is no allied-party issue or relationship that would complicate or create an appearance of conflict in this matter.

Individual searches for Nathaniel R. Calloway III and Priya Subramanian returned no results indicating any prior personal or professional relationship with C&H. Neither Mr. Calloway nor Ms. Subramanian is a former employee of the Firm, and neither has been identified as a party, client, or contact in any C&H matter.

Conclusion: No conflict. There is no current, former, or allied-party relationship between C&H and HFC, Mr. Calloway, or Ms. Subramanian that would give rise to any ethical concern.

3.5 Broadreach Intermediaries Inc.

Result: No conflict.

A search of the C&H ConflictsPlus system for Broadreach Intermediaries Inc. returned no results. C&H has no current or prior representation of Broadreach, and Broadreach has not been identified as an adverse party, allied party, or contact in any C&H matter.

Broadreach's role in this engagement is that of a non-party intermediary. As the producing and placing broker for the 2019 Treaty, Broadreach may possess documents and communications relevant to the negotiation, placement, and administration of the treaty, and its personnel — including James "Jamie" Castellano, the account executive who handled the QC&S/Pinnacle Atlantic account — may be called upon as witnesses. Broadreach's interests are not adverse to those of QIH or QC&S; if anything, Broadreach's interests may be aligned with those of the Client to the extent that a finding in favor of Pinnacle Atlantic could expose Broadreach to potential intermediary liability claims.

A search for James "Jamie" Castellano returned no results indicating any prior relationship with C&H.

Conclusion: No conflict. No current, former, or adverse relationship between C&H and Broadreach or Mr. Castellano.

3.6 Meridian Docks Development LLC

Result: No conflict.

A search of the C&H ConflictsPlus system for Meridian Docks Development LLC, including variations ("Meridian Docks," "Meridian Docks Dev"), returned no results. C&H has no current or prior representation of Meridian Docks, and Meridian Docks has not been identified as an adverse party, allied party, or contact in any C&H matter.

Meridian Docks is a QC&S policyholder whose claims under commercial general liability policy No. CGL-2020-09844 are part of the underlying loss portfolio that was ceded to Pinnacle Atlantic under the 2019 Treaty. The environmental remediation claims arising from the Meridian Docks policy constitute a substantial portion of the disputed reinsurance recoverable. However, Meridian Docks is not itself a party to the reinsurance dispute between QC&S and Pinnacle Atlantic, and the proposed engagement does not involve any representation of or against Meridian Docks. Meridian Docks' involvement, if any, would be limited to its status as a potential source of underlying loss documentation.

Conclusion: No conflict. No current, former, or adverse relationship between C&H and Meridian Docks Development LLC.

3.7 Veridian Financial Services Inc.

Result: No conflict.

A search of the C&H ConflictsPlus system for Veridian Financial Services Inc., including variations ("Veridian Financial," "Veridian"), returned no results. C&H has no current or prior representation of Veridian, and Veridian has not been identified as an adverse party, allied party, or contact in any C&H matter.

Veridian is a QC&S policyholder whose errors and omissions claims and settlement under professional liability policy No. PL-2021-15327 form the second major component of the disputed reinsurance recoverable. As with Meridian Docks, Veridian is not a party to the reinsurance dispute, and the proposed engagement does not involve any representation of or against Veridian. Veridian's involvement would be limited to its status as a source of underlying loss and settlement documentation.

Conclusion: No conflict. No current, former, or adverse relationship between C&H and Veridian Financial Services Inc.

3.8 Allied Third-Party Advisors and Service Providers

The following analysis addresses each of the allied third-party advisors and service providers identified in Section 2.5 above:

(a) Harmon & Whitfield LLP

Result: No conflict. A search of the C&H ConflictsPlus system for Harmon & Whitfield LLP returned no results indicating any current or prior relationship between C&H and H&W. C&H has not represented H&W as a client, engaged H&W as co-counsel or local counsel, or been adverse to H&W in any matter. H&W serves as QIH's outside insurance regulatory counsel and may provide input on regulatory aspects of the reinsurance dispute, including the impact of the disputed recoverable on QC&S's statutory surplus, the requirements for taking credit for reinsurance under New York Insurance Law Article 6, and any reporting obligations to the New York State Department of Financial Services. The contact partner at H&W, Elaine Whitfield-Ross, was searched individually and returned no results indicating any prior relationship with C&H. H&W's interests are aligned with those of the Client, and there is no adverse interest that would give rise to a conflict.

Conclusion: No conflict.

(b) Velthorn Actuarial Advisors LLC

Result: No conflict. A search of the C&H ConflictsPlus system for Velthorn Actuarial Advisors LLC returned no results. C&H has no current or prior representation of Velthorn and has not engaged Velthorn as a consulting or testifying expert on any prior matter. Velthorn serves as QC&S's outside consulting actuary, and its principal, Dr. Stephen Tanaka, FCAS, MAAA, prepared the actuarial certificates and reserve analyses underlying the disputed cessions. Dr. Tanaka may serve as a fact witness in this matter regarding the actuarial methodology, assumptions, and data sources used in calculating the loss reserves and cession amounts that QC&S submitted to Pinnacle Atlantic. In addition, Velthorn may be engaged as a consulting expert to assist C&H in analyzing the actuarial issues in the dispute. A search for Dr. Stephen Tanaka returned no results indicating any prior relationship with C&H. Velthorn's interests are aligned with those of the Client, and there is no adverse interest.

Conclusion: No conflict.

Result: No conflict. A search of the C&H ConflictsPlus system for Meridian Whitcomb & Co. LLP returned no results. C&H has no current or prior representation of MW, and MW has not been identified as an adverse party or allied party in any prior C&H matter. MW serves as QIH's independent registered public accounting firm and issued an unqualified audit opinion on QIH's consolidated GAAP financial statements for the fiscal year ended December 31, 2025. Those financial statements include the reinsurance recoverable asset at issue, which is carried on QC&S's statutory balance sheet at approximately $47.3 million and flows through to QIH's consolidated balance sheet. MW's audit work papers, including its evaluation of the recoverability of the reinsurance asset and any communications with Pinnacle Atlantic or its auditors regarding confirmation of the reinsurance balance, may be relevant to the dispute. The audit partner responsible for the QIH engagement, Patricia Hernandez, CPA, was searched individually and returned no results indicating any prior relationship with C&H. MW's interests are aligned with those of the Client to the extent that the recoverable was included in the audited financial statements upon which MW expressed an unqualified opinion. There is no adverse interest.

Conclusion: No conflict.

(d) Cartwright National Bank, N.A.

Result: No conflict, but the relationship has been flagged for ongoing monitoring. A search of the C&H ConflictsPlus system for Cartwright National Bank, N.A. confirmed that C&H has an active client relationship with Cartwright on unrelated matters. Specifically, C&H currently represents Cartwright in connection with several lending transactions, including syndicated loan documentation and regulatory compliance advisory work (C&H Matter Nos. 2023-BANK-03226, 2024-BANK-03701, and 2025-BANK-04298). These engagements are entirely unrelated to the proposed engagement for QIH and QC&S.

In the proposed engagement, Cartwright's role is that of the administrative agent under QIH's $750 million senior secured revolving credit facility, which matures in June 2028. The credit facility agreement contains certain financial covenants, including a requirement that QC&S maintain statutory surplus as regards policyholders at or above $1.1 billion. The reinsurance recoverable at issue — approximately $47.3 million — constitutes a component of QC&S's statutory admitted assets and, by extension, supports QC&S's statutory surplus. A determination adverse to QC&S in the reinsurance dispute — if the recoverable were to be written off or significantly impaired — could reduce QC&S's statutory surplus, although based on the current surplus level of approximately $1.4 billion, a $47.3 million reduction would not, standing alone, trigger a breach of the $1.1 billion minimum covenant. Cartwright's contact for the QIH credit facility is Andrew Bao, Relationship Manager.

In this engagement, Cartwright is not adverse to QIH or QC&S. Cartwright has not taken any position in opposition to the Client's interests; to the contrary, Cartwright's interests as a lender are aligned with a successful recovery of the reinsurance receivable, as such recovery supports the financial strength and covenant compliance of QIH and QC&S. There is no concurrent conflict under Rule 1.7 because C&H's representation of QIH/QC&S in the reinsurance dispute does not involve any adversity to Cartwright, and C&H's representation of Cartwright on unrelated lending matters does not involve any adversity to QIH/QC&S.

However, this relationship has been noted for ongoing monitoring purposes. If, during the course of the engagement, Cartwright were to take an adverse position with respect to QIH — for example, by asserting an event of default under the credit facility, demanding accelerated repayment, or disputing QIH's covenant compliance calculations in connection with the impact of the reinsurance dispute — a supplemental conflicts analysis would be required at that time to evaluate whether C&H's simultaneous representation of both Cartwright (on unrelated matters) and QIH/QC&S (in the reinsurance dispute) would create a concurrent conflict under Rule 1.7. A search for Andrew Bao returned no results indicating any personal conflict.

Conclusion: No conflict at this time. Flagged for ongoing monitoring as described above.

Overall Conclusion for All Allied Third Parties: No disqualifying conflicts have been identified with respect to any of the allied third-party advisors or service providers. The Cartwright National Bank relationship has been noted for monitoring purposes but does not present a current conflict.

3.9 Key Individuals

Result: No conflicts.

A comprehensive search of the C&H ConflictsPlus system was conducted for each of the twelve (12) named individuals listed in Section 2.6 above. The search was performed using both full names and last names, with manual review of all returned results to confirm or exclude matches based on additional identifying information such as employer, title, and geographic location.

The results of the individual searches are as follows:

(a) Martin Galbraith (CEO, QIH): No results. Not identified as a current or former client of C&H, and no personal or professional relationship with any C&H attorney identified.

(b) Rachel Sondergaard (General Counsel, QIH): No results apart from her designation as a contact in existing QIH client matters, which is expected and does not present a conflict.

(c) Tobias Engström (SVP, Reinsurance & Capital Markets, QIH): No results. Not identified as a current or former client of C&H.

(d) Diana Kessler-Hoff (VP, Claims & Reinsurance Recoveries, QC&S): No results. Not identified as a current or former client of C&H.

(e) Sir Edmund Haverford (CEO, Pinnacle Atlantic Reinsurance Ltd.): No results. Not identified as a current or former client of C&H, and no personal or professional relationship with any C&H attorney identified.

(f) Lorraine Metcalf (Chief Claims Officer, Pinnacle Atlantic): No results. Not identified as a current or former client of C&H.

(g) Conrad Hesse (SVP, Treaty Disputes & Recoveries, Pinnacle Atlantic): No results. Not identified as a current or former client of C&H.

(h) James "Jamie" Castellano (Account Executive, Broadreach Intermediaries): No results. Not identified as a current or former client of C&H.

(i) Elaine Whitfield-Ross (Partner, Harmon & Whitfield LLP): No results. Not identified as a current or former client of C&H.

(j) Dr. Stephen Tanaka, FCAS, MAAA (Principal Actuary, Velthorn Actuarial Advisors): No results. Not identified as a current or former client of C&H.

(k) Patricia Hernandez, CPA (Audit Partner, Meridian Whitcomb & Co. LLP): No results. Not identified as a current or former client of C&H.

(l) Andrew Bao (Relationship Manager, Cartwright National Bank, N.A.): No results. Not identified as a current or former client of C&H.

In addition, no individual identified above was found to have a familial, employment, or financial relationship with any C&H attorney on the proposed engagement team (Douglas Carmichael, Francesca Morano, Jeffrey Park, or Yuki Nakamura). None of the proposed engagement team members has disclosed any personal relationship, prior professional interaction, or financial interest involving any of the named individuals.

Conclusion: No conflicts arising from individual relationships. No personal, familial, professional, or financial relationships between any of the key individuals and any member of the proposed C&H engagement team have been identified.

4. Engagement Team Confirmation

The proposed engagement team for Matter No. 1025-00005 consists of the following attorneys:

• Douglas Carmichael — Partner, Litigation (General); Responsible Partner for the engagement

• Francesca Morano — Partner, Litigation (General); Billing Partner for the engagement

• Jeffrey Park — Lead Associate, Litigation (General)

• Yuki Nakamura — Working Associate, Litigation (General)

As noted in Section 3.3 above, the sole former-client issue identified in this conflicts check relates to the Firm's 2021 representation of Pinnacle Atlantic Capital Markets Ltd. in C&H Matter No. 1025-00005. To ensure that no residual information barrier concerns exist, a cross-reference was performed between the proposed engagement team for Matter No. 1025-00005 and the attorney time and billing records for Matter No. 1025-00005.

The cross-reference confirmed that none of the four proposed engagement team members — Douglas Carmichael, Francesca Morano, Jeffrey Park, or Yuki Nakamura — recorded any billable or non-billable time on C&H Matter No. 1025-00005, attended any meetings or calls related to that engagement, received or reviewed any documents or communications associated with that engagement, or had any involvement whatsoever in the Firm's representation of Pinnacle Atlantic Capital Markets Ltd. The 2021 engagement was handled entirely by Gregory Lindhurst (Partner, Corporate Department), Samantha Cho (Associate, Corporate Department), and Marcus Denning (Associate, Corporate Department), none of whom is part of the proposed engagement team for the current matter or has been consulted in connection with this engagement.

Each member of the proposed engagement team has confirmed orally that he or she:

(a) has no personal or financial interest in any entity or individual identified in this memorandum;

(b) has no familial relationship with any individual identified in this memorandum;

(d) is not aware of any other circumstance that would create a conflict of interest or the appearance of impropriety in connection with the proposed engagement.

These confirmations will be memorialized in the engagement file for Matter No. 1025-00005.

5. Ethical Screens

Based on the results of this conflicts check, no ethical screen or information barrier is required in connection with the proposed engagement. The specific considerations supporting this determination are as follows:

First, the sole former-client issue identified — the Firm's 2021 representation of Pinnacle Atlantic Capital Markets Ltd. — does not give rise to any disqualifying conflict under Rule 1.9, as analyzed in detail in Section 3.3 above. Because there is no disqualifying conflict, there is no need to implement an ethical screen under Rule 1.10 to cure or mitigate a conflict attributable to an individual attorney's prior representation.

Second, even if an ethical screen were considered as a precautionary measure, it would serve no practical purpose in this case because the 2021 PACM Engagement was handled by an entirely separate team in a different department of the Firm, involved unrelated subject matter (capital markets structured finance versus reinsurance recoverable disputes), and has been closed since September 14, 2021 — more than four years ago. No confidential information from the 2021 engagement is relevant to the current matter, and no member of the proposed engagement team had any involvement in the prior representation.

Third, there are no other relationships or circumstances identified in this conflicts check that would require the implementation of an ethical screen or information barrier.

Notwithstanding the foregoing, the Firm's standard practice of conducting supplemental conflicts checks during the course of an engagement will apply to this matter. If additional parties, issues, or cross-claims arise during the course of the engagement — including but not limited to the joinder of additional reinsurers, the identification of additional underlying policyholders, or the emergence of coverage or indemnity disputes between the Client and third parties — a supplemental conflicts check will be conducted at that time, and supplemental ethical screens or other protective measures will be implemented if warranted by the results.

6. Summary of Conclusions

The following table summarizes the conflicts check results for each party and entity searched:

7. Overall Determination

No disqualifying conflicts of interest have been identified.

Based on the comprehensive conflicts check described in this memorandum, the engagement of Calderwood & Harkness LLP by Quorum Insurance Holdings Corp. and Quorum Casualty & Surety Company in Matter No. 1025-00005 — the pre-suit reinsurance recoverable dispute with Pinnacle Atlantic Reinsurance Ltd. involving Treaty No. PA-QCS-2019-EXL-0044 — may proceed without ethical impediment.

The only issue warranting detailed analysis was the Firm's prior unrelated transactional representation of Pinnacle Atlantic Capital Markets Ltd., a subsidiary of Pinnacle Atlantic Group Holdings Ltd., in 2021. That prior engagement has been thoroughly analyzed under New York Rules of Professional Conduct Rule 1.9 and determined not to constitute a disqualifying conflict. The current matter is not the same or substantially related to the former representation; no confidential information from the former engagement is relevant to the current matter; no member of the proposed engagement team had any involvement in the former representation; and the former engagement has been closed for more than four years. No consent or waiver from Pinnacle Atlantic Capital Markets Ltd. or any other Pinnacle Atlantic affiliate is required.

The Firm's existing client relationship with Cartwright National Bank, N.A. does not present a current conflict but has been noted for ongoing monitoring purposes. If Cartwright were to take an adverse position with respect to QIH in connection with the credit facility or otherwise, a supplemental conflicts analysis will be promptly conducted.

In accordance with the Firm's standard practice, supplemental conflicts checks will be performed at appropriate intervals during the course of the engagement, and in particular upon the identification of any additional parties, claims, cross-claims, or counterclaims that may arise as the matter progresses toward litigation, arbitration, or settlement.

8. Approval

Prepared by:

________________________________________

Yuki Nakamura Associate, Litigation (General) Calderwood & Harkness LLP

Date: March 2, 2026

Reviewed and Approved by:

________________________________________

Douglas Carmichael Partner, Litigation (General) Calderwood & Harkness LLP

Date: March 2, 2026

Filed: C&H Conflicts Database; Matter No. 1025-00005 file. A copy of this memorandum has been retained in the Firm's central conflicts records in accordance with C&H Document Retention Policy No. 4.7 (Conflicts Check Documentation). This memorandum and all underlying search reports shall be retained for a minimum period of seven (7) years following the conclusion of Matter No. 1025-00005 or such longer period as may be required by applicable rules or regulations.

Party / Entity	Conflict Status	Notes
Quorum Insurance Holdings Corp.	No conflict — existing client	Supports engagement; multiple prior and current matters
Quorum Casualty & Surety Company	No conflict — subsidiary of existing client	Supports engagement; wholly-owned subsidiary of QIH
Pinnacle Atlantic Reinsurance Ltd.	No conflict	No current or former representation of this entity
Pinnacle Atlantic Group Holdings Ltd.	Former client conflict — cleared	Prior 2021 transactional engagement for subsidiary (Pinnacle Atlantic Capital Markets Ltd.); unrelated matter (structured note issuance); closed 9/14/2021; no confidential information relevant to current matter; no team overlap; cleared under Rule 1.9; no consent or waiver required
Hargrove, Fitch & Calloway LLP	No conflict	No current or prior relationship
Broadreach Intermediaries Inc.	No conflict	No current or prior relationship; non-party intermediary
Meridian Docks Development LLC	No conflict	No current or prior relationship; underlying policyholder
Veridian Financial Services Inc.	No conflict	No current or prior relationship; underlying policyholder
Harmon & Whitfield LLP	No conflict	Allied advisor to Client; no adverse interest; no C&H relationship
Velthorn Actuarial Advisors LLC	No conflict	Allied advisor to Client; no adverse interest; no C&H relationship
Meridian Whitcomb & Co. LLP	No conflict	Allied advisor to Client; no adverse interest; no C&H relationship
Cartwright National Bank, N.A.	No conflict (monitoring noted)	Existing C&H client on unrelated lending matters; not adverse to Client in this engagement; interests aligned; flagged for ongoing monitoring in the event of future adverse posture
All named individuals (12)	No conflict	No personal, familial, professional, or financial conflicts identified with any member of the proposed C&H engagement team

CONFIDENTIAL — INTERNAL MEMORANDUM — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 55th Floor New York, New York 10006
March 2, 2026
MEMORANDUM
TO: Douglas Carmichael, Responsible Partner, Litigation (General)
FROM: Yuki Nakamura, Associate, Litigation (General)
RE: Conflicts Check Results — New Matter No. 1025-00005; Quorum Insurance Holdings Corp. / Quorum Casualty & Surety Company — Pre-Suit Reinsurance Recoverable Dispute with Pinnacle Atlantic Reinsurance Ltd.
STATUS: Reviewed and Approved by Douglas Carmichael on March 2, 2026
This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP attorneys and professional staff in connection with the evaluation and clearance of potential conflicts of interest. This memorandum should not be disclosed to any client, opposing party, or third party without prior authorization from the General Counsel of Calderwood & Harkness LLP.
1. Purpose and Scope of Conflicts Check
This memorandum documents the results of the conflicts check conducted in connection with the proposed retention of Calderwood & Harkness LLP ("C&H" or the "Firm") by Quorum Insurance Holdings Corp. ("QIH") and its wholly-owned subsidiary Quorum Casualty & Surety Company ("QC&S," and together with QIH, the "Client") in a pre-suit reinsurance recoverable dispute involving Excess of Loss Reinsurance Treaty No. PA-QCS-2019-EXL-0044 (the "2019 Treaty"). The dispute concerns the refusal by Pinnacle Atlantic Reinsurance Ltd. ("Pinnacle Atlantic") to honor certain cessions and billings submitted by QC&S under the 2019 Treaty. The amounts in controversy are substantial; the reinsurance recoverable at issue is currently carried on QC&S's statutory balance sheet at approximately $47.3 million.
The proposed engagement was authorized by Rachel Sondergaard, General Counsel of QIH, following formal authorization by the QIH Board Audit Committee at its meeting on February 24, 2026. Ms. Sondergaard contacted Douglas Carmichael by telephone on February 25, 2026, to discuss the potential retention, and a formal engagement letter was circulated in draft form on February 27, 2026. Before the engagement letter may be finalized and the Firm may commence substantive work on the matter, it is necessary to complete and document the conflicts analysis set forth herein.
The conflicts check was initially performed on February 28, 2026, using the Firm's electronic conflicts database, the C&H ConflictsPlus system, which contains records of all current and former client relationships, matter assignments, adverse party designations, and individual contact information dating back to the system's implementation in 2003. A supplemental search was conducted on March 1, 2026, following receipt of additional party information from QIH's in-house legal team, including the identities of certain underlying policyholders and third-party service providers relevant to the dispute.
The scope of this conflicts check encompasses all adverse, allied, and related parties, including but not limited to: corporate affiliates and subsidiaries of the Client and the adverse party; opposing counsel and their individual attorneys; reinsurance intermediaries involved in the placement or administration of the 2019 Treaty; underlying policyholders whose claims form the basis of the disputed cessions; key individuals at all relevant entities; and third-party advisors and service providers, including regulatory counsel, consulting actuaries, independent auditors, and banking institutions.
The conflicts analysis has been conducted in accordance with the applicable rules governing conflicts of interest under the New York Rules of Professional Conduct, specifically:
(a) Rule 1.7 (Conflict of Interest: Current Clients), which prohibits representation of a client if the representation involves a concurrent conflict of interest — that is, if the representation will be directly adverse to another current client, or if there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer;
(b) Rule 1.9 (Duties to Former Clients), which prohibits a lawyer who has formerly represented a client in a matter from representing another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing; and
(c) Rule 1.10 (Imputation of Conflicts of Interest), which provides that, while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm.
The analysis set forth below addresses each party and individual identified through the search process, presents the search results, and provides the Firm's conclusions regarding the existence or absence of any disqualifying conflict of interest.
2. Identification of Parties Searched
The following parties and individuals were identified for inclusion in the conflicts search based on information provided by QIH's in-house legal team, publicly available corporate records, NAIC filings, and the Bermuda Monetary Authority's public register of insurers. The parties are organized by their role in the proposed engagement.
2.1 Client Entities
The following entities have been identified as the proposed clients in this engagement:
(a) Quorum Insurance Holdings Corp. — A Delaware corporation; publicly traded on the Nasdaq Global Select Market under the ticker symbol "QIHC"; principal offices at 200 Constitution Plaza, Suite 3400, Hartford, Connecticut 06103; Federal Employer Identification Number: 82-4031567. QIH is the ultimate parent holding company of the Quorum insurance group, which includes multiple property-casualty, specialty, and life insurance subsidiaries operating in the United States and Canada. QIH reported consolidated total assets of approximately $14.6 billion and consolidated shareholders' equity of approximately $3.8 billion as of December 31, 2025, per its Annual Report on Form 10-K.
(b) Quorum Casualty & Surety Company — A New York-domiciled stock property and casualty insurance company; NAIC Company Code No. 24891; principal offices at 200 Constitution Plaza, Suite 3200, Hartford, Connecticut 06103; Federal Employer Identification Number: 13-6294810. QC&S is a wholly-owned subsidiary of QIH and is the ceding company under the 2019 Treaty that is the subject of this dispute. QC&S is regulated by the New York State Department of Financial Services and reported statutory admitted assets of approximately $5.2 billion and statutory surplus as regards policyholders of approximately $1.4 billion as of December 31, 2025, per its most recent Annual Statement filed with the NAIC.
A search of the C&H ConflictsPlus system confirms that both QIH and QC&S are existing clients of the Firm. QIH has been a client of C&H on multiple prior transactional and advisory matters in the Firm's Corporate and Securities Departments, including capital markets advisory work and corporate governance counseling. QC&S has not previously been a direct client of the Firm in its own right; however, as a wholly-owned subsidiary of QIH, it is treated as part of the existing client relationship for purposes of this analysis, consistent with the Firm's policies regarding the representation of corporate affiliates. The search confirmed that no matters are currently active or have previously been opened in which C&H has taken a position adverse to either QIH or QC&S on any subject matter. No conflicting engagements were identified.
2.2 Adverse / Counterparty Entities
The following entities have been identified as the adverse parties — i.e., the counterparties to the Client in the proposed engagement:
(a) Pinnacle Atlantic Reinsurance Ltd. — A Bermuda Class 4 insurer and reinsurer; Bermuda Monetary Authority Registration No. BMA-4R-2008-0331; registered office at Clarendon House, 14 Church Street, Hamilton HM 11, Bermuda; United States office at 1285 Avenue of the Americas, 28th Floor, New York, New York 10019. Pinnacle Atlantic is the reinsurer under the 2019 Treaty and is the entity that has declined to honor certain cessions submitted by QC&S, giving rise to the dispute that is the subject of this engagement. Pinnacle Atlantic is licensed as a certified reinsurer in multiple U.S. jurisdictions and maintains a trust fund for the benefit of its U.S. ceding companies.
(b) Pinnacle Atlantic Group Holdings Ltd. — A Bermuda exempted company; the ultimate parent holding company of the Pinnacle Atlantic group of companies, including Pinnacle Atlantic Reinsurance Ltd. and several other insurance, reinsurance, and investment subsidiaries. Pinnacle Atlantic Group Holdings Ltd. is not itself a party to the 2019 Treaty, but it is included in this search as the corporate parent of the adverse reinsurer to ensure comprehensive coverage of potentially related entities.
2.3 Opposing Counsel
Based on correspondence received by QIH from Pinnacle Atlantic, the following law firm and individual attorneys have been identified as counsel for the adverse party in this matter:
(a) Hargrove, Fitch & Calloway LLP — A full-service law firm with offices in New York, Washington, D.C., and London; principal office at 51 West 52nd Street, 40th Floor, New York, New York 10019. Hargrove, Fitch & Calloway ("HFC") has been retained by Pinnacle Atlantic to represent it in connection with the reinsurance treaty dispute.
(b) Nathaniel R. Calloway III — Lead Partner, Insurance Litigation Practice Group, HFC, New York office. Mr. Calloway is the lead attorney designated by HFC for this matter and has signed correspondence on behalf of Pinnacle Atlantic.
(c) Priya Subramanian — Senior Associate, Insurance Litigation Practice Group, HFC, New York office. Ms. Subramanian has been identified in HFC correspondence as part of the engagement team for this matter.
2.4 Intermediary / Third Parties
The following entities have been identified as non-party intermediaries or underlying policyholders that are relevant to the dispute and therefore warrant inclusion in the conflicts search:
(a) Broadreach Intermediaries Inc. — A New York corporation; licensed reinsurance intermediary; principal offices at 100 Wall Street, 18th Floor, New York, New York 10005. Broadreach served as the producing and placing reinsurance intermediary for the 2019 Treaty and handled certain administrative functions, including the transmission of cession statements and premium accountings between QC&S and Pinnacle Atlantic. Broadreach is not a party to the dispute, but it is a potential source of documents and testimony regarding the negotiation, placement, and administration of the 2019 Treaty.
(b) Meridian Docks Development LLC — A New Jersey limited liability company; a policyholder of QC&S under commercial general liability policy No. CGL-2020-09844. Meridian Docks is the insured under one of the underlying insurance policies giving rise to claims that were ceded to Pinnacle Atlantic under the 2019 Treaty. The claims arising from the Meridian Docks policy relate to environmental remediation liabilities at a former shipyard facility in Bayonne, New Jersey, and constitute a significant portion of the disputed reinsurance recoverable. Meridian Docks is not a party to the reinsurance dispute.
(c) Veridian Financial Services Inc. — A Delaware corporation; a policyholder of QC&S under professional liability (errors and omissions) policy No. PL-2021-15327. Veridian is the insured under another underlying insurance policy giving rise to claims that were ceded to Pinnacle Atlantic under the 2019 Treaty. The claims arising from the Veridian policy relate to a securities class action settlement and associated defense costs, and they constitute the second major component of the disputed reinsurance recoverable. Veridian is not a party to the reinsurance dispute.
2.5 Allied Third-Party Advisors and Service Providers
The following entities have been identified as third-party advisors, consultants, and service providers that are allied with or relevant to the Client's position in this engagement. These entities are included in the conflicts search to ensure that no undisclosed relationships exist that could compromise the Firm's independence or create the appearance of a conflict:
(a) Harmon & Whitfield LLP — Principal offices at 185 Asylum Street, Suite 2600, Hartford, Connecticut 06103. Harmon & Whitfield ("H&W") serves as QIH's outside insurance regulatory counsel and advises QIH and its insurance subsidiaries, including QC&S, on matters relating to state and federal insurance regulation, including reserve and surplus requirements, reinsurance credit, and regulatory reporting. Contact at H&W: Elaine Whitfield-Ross, Partner. H&W may provide input on regulatory aspects of the dispute, particularly regarding the impact of the disputed reinsurance recoverable on QC&S's statutory surplus and its ability to take credit for reinsurance.
(b) Velthorn Actuarial Advisors LLC — Principal offices at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109. Velthorn serves as QC&S's outside consulting actuary and prepared the actuarial certificates and reserve analyses that underlie the disputed cessions under the 2019 Treaty. Contact at Velthorn: Dr. Stephen Tanaka, FCAS, MAAA, Principal Actuary. Dr. Tanaka may serve as a fact witness regarding the actuarial methodology and assumptions used in calculating the reserves and cessions at issue, and Velthorn may also serve as a consulting expert to the Firm in this engagement.
(c) Meridian Whitcomb & Co. LLP — Principal offices at 300 Park Avenue, 22nd Floor, New York, New York 10022. Meridian Whitcomb ("MW") serves as QIH's independent registered public accounting firm and issued an unqualified audit opinion on QIH's consolidated GAAP financial statements for the fiscal year ended December 31, 2025. Those financial statements include the reinsurance recoverable at issue in this dispute, which is carried as an asset on QC&S's balance sheet and flows through to QIH's consolidated financial statements. Contact at MW: Patricia Hernandez, CPA, Audit Partner. MW's work papers and audit conclusions regarding the recoverability of the reinsurance asset may be relevant to the dispute.
(d) Cartwright National Bank, N.A. — Principal offices at 383 Madison Avenue, New York, New York 10179. Cartwright serves as the administrative agent under QIH's $750 million senior secured revolving credit facility, which matures in June 2028. Contact at Cartwright: Andrew Bao, Relationship Manager. The revolving credit facility contains financial covenants that require QC&S to maintain statutory surplus above a specified minimum of $1.1 billion. The outcome of the reinsurance recoverable dispute could have implications for QC&S's statutory surplus and, consequently, for covenant compliance under the credit facility. Cartwright is included in this search because the resolution of the dispute may affect Cartwright's interests as a lender, and because C&H has an existing client relationship with Cartwright on separate, unrelated matters.
2.6 Key Individuals Searched
In addition to the entity-level searches described above, the following individuals were searched in the C&H ConflictsPlus system to identify any personal or professional relationships that could give rise to a conflict of interest or the appearance of impropriety:
(a) Martin Galbraith — Chief Executive Officer, Quorum Insurance Holdings Corp.
(b) Rachel Sondergaard — General Counsel, Quorum Insurance Holdings Corp.
(c) Tobias Engström — Senior Vice President, Reinsurance & Capital Markets, Quorum Insurance Holdings Corp.
(d) Diana Kessler-Hoff — Vice President, Claims & Reinsurance Recoveries, Quorum Casualty & Surety Company
(e) Sir Edmund Haverford — Chief Executive Officer, Pinnacle Atlantic Reinsurance Ltd.
(f) Lorraine Metcalf — Chief Claims Officer, Pinnacle Atlantic Reinsurance Ltd.
(g) Conrad Hesse — Senior Vice President, Treaty Disputes & Recoveries, Pinnacle Atlantic Reinsurance Ltd.
(h) James "Jamie" Castellano — Account Executive, Broadreach Intermediaries Inc.
(i) Elaine Whitfield-Ross — Partner, Harmon & Whitfield LLP
(j) Dr. Stephen Tanaka, FCAS, MAAA — Principal Actuary, Velthorn Actuarial Advisors LLC
(k) Patricia Hernandez, CPA — Audit Partner, Meridian Whitcomb & Co. LLP
(l) Andrew Bao — Relationship Manager, Cartwright National Bank, N.A.
Each individual was searched by both last name and full name, including common variations and abbreviations, to minimize the risk of false negatives. Where available, additional identifying information such as employer, title, and geographic location was used to confirm or rule out matches.
3. Search Results and Analysis
This section sets forth the results of the conflicts search for each party and individual identified in Section 2 above, together with the Firm's analysis and conclusions regarding the existence or absence of any disqualifying conflict of interest under the applicable rules.
3.1 Quorum Insurance Holdings Corp. and Quorum Casualty & Surety Company
Result: Existing client. Multiple prior and current matters on file.
The C&H ConflictsPlus system confirms that QIH is an existing client of the Firm. C&H has represented QIH on multiple prior and, in certain cases, ongoing matters, primarily in the areas of securities law, capital markets advisory, and corporate governance counseling. None of these prior or existing engagements involve reinsurance, treaty disputes, claims handling, or any subject matter that overlaps with or is related to the proposed engagement. The most recently completed engagement for QIH was a corporate governance advisory matter relating to QIH's board committee restructuring in 2024 (C&H Matter No. 1025-00005), which was closed on January 15, 2025. QIH also currently has an open general advisory retainer with the Firm's Securities Regulation group for periodic SEC reporting questions (C&H Matter No. 1025-00005), which does not present any conflict with the proposed litigation engagement.
QC&S has not previously been a direct client of the Firm — no matters have been opened in the C&H ConflictsPlus system with QC&S designated as a client entity. However, as a wholly-owned subsidiary of QIH, QC&S is treated as part of the existing client relationship under the Firm's internal policies and consistent with applicable ethical guidance. The New York City Bar Association's Formal Opinion 2007-03 and the ABA Model Rules Comment [34] to Rule 1.7 provide that, for purposes of conflicts analysis, a lawyer's obligation to a corporate client generally extends to the corporate client's affiliates when the circumstances indicate that the affiliate should be treated as a client. Here, QC&S shares common management with QIH, operates under QIH's corporate umbrella, and the engagement has been authorized by QIH's General Counsel and Board Audit Committee. Accordingly, the representation of QC&S is consistent with, and does not conflict with, the Firm's existing relationship with QIH.
No matters were identified in the C&H ConflictsPlus system in which C&H has taken a position adverse to QIH, QC&S, or any other Quorum group entity. No conflicting engagements of any kind were identified.
Conclusion: No conflict. The existing client relationship with QIH supports and is consistent with the proposed engagement. Representation of QC&S as a wholly-owned subsidiary of an existing client does not give rise to any conflict of interest.
3.2 Pinnacle Atlantic Reinsurance Ltd.
Result: No current client relationship. No current matters in which Pinnacle Atlantic Reinsurance Ltd. is a client or allied party.
A comprehensive search of the C&H ConflictsPlus system returned no active engagement in which Pinnacle Atlantic Reinsurance Ltd. is designated as a client, co-client, or allied party. The search also returned no active engagement in which any C&H attorney is currently representing any party in a matter adverse to Pinnacle Atlantic Reinsurance Ltd. Accordingly, there is no concurrent conflict of interest under Rule 1.7(a) that would arise from accepting an engagement adverse to Pinnacle Atlantic Reinsurance Ltd. in the proposed matter.
The search did not return any prior engagements in which Pinnacle Atlantic Reinsurance Ltd. itself (as distinguished from its corporate parent and affiliates, which are addressed separately in Section 3.3 below) was a client of the Firm. The Firm has no former client relationship with Pinnacle Atlantic Reinsurance Ltd. that would trigger analysis under Rule 1.9.
Conclusion: No current-client conflict under Rule 1.7 and no former-client conflict under Rule 1.9 with respect to Pinnacle Atlantic Reinsurance Ltd. specifically. Further analysis regarding the Pinnacle Atlantic corporate group, including the parent entity and its affiliates, is set forth in Section 3.3 below.
3.3 Pinnacle Atlantic Group Holdings Ltd. (Parent Entity)
Result: Prior representation identified — analyzed and resolved with no disqualifying conflict.
A search of the C&H ConflictsPlus system for Pinnacle Atlantic Group Holdings Ltd. and its known affiliates returned one historical result: the Firm's Corporate Department represented Pinnacle Atlantic Capital Markets Ltd. ("PACM"), a Bermuda-domiciled investment subsidiary of Pinnacle Atlantic Group Holdings Ltd., in a cross-border structured financing transaction in 2021. That engagement was designated as C&H Matter No. 1025-00005 (the "2021 PACM Engagement").
The relevant details of the 2021 PACM Engagement are as follows:
(i) The 2021 PACM Engagement involved the structuring and issuance of a series of medium-term notes by PACM under a European Medium-Term Note Programme established for the purpose of diversifying the Pinnacle Atlantic group's funding sources. The engagement encompassed the preparation and negotiation of offering documentation, including a base prospectus, pricing supplements, and subscription agreements, as well as advice on applicable U.S. securities law considerations for the offering of the notes to qualified institutional buyers.
(ii) The 2021 PACM Engagement was a discrete transactional engagement with a defined scope and timeline. It commenced on or about March 8, 2021, and concluded on September 14, 2021, on which date the Firm confirmed the closing of the final tranche of notes under the programme and the matter was formally closed in the C&H ConflictsPlus system.
(iii) The subject matter of the 2021 PACM Engagement was exclusively related to structured finance and capital markets. The engagement involved no insurance, reinsurance, treaty, or claims-related work of any kind. The Firm did not advise PACM or any Pinnacle Atlantic affiliate on any matter relating to reinsurance underwriting, treaty terms, cession practices, claims handling, or reinsurance recoverables. The Firm did not review, analyze, or opine on any reinsurance treaties, including the 2019 Treaty that is the subject of the current proposed engagement.
(iv) During the course of the 2021 PACM Engagement, the Firm received confidential information from PACM relating to the structured note programme, PACM's financial condition, and the terms of the offering. The Firm did not receive any confidential information regarding Pinnacle Atlantic Reinsurance Ltd.'s reinsurance operations, treaty portfolios, claims reserves, or dispute posture. No confidential information received during the 2021 PACM Engagement is material to, or relevant to, the current reinsurance recoverable dispute between QC&S and Pinnacle Atlantic Reinsurance Ltd.
(v) The engagement team for the 2021 PACM Engagement has been identified by cross-referencing attorney time and billing records in the Firm's matter management system. The lead partner on the 2021 PACM Engagement was Gregory Lindhurst (Corporate Department), and the working associates were Samantha Cho and Marcus Denning (both Corporate Department). None of these attorneys is a member of the proposed engagement team for the current matter. Moreover, none of the proposed engagement team members — Douglas Carmichael, Francesca Morano, Jeffrey Park, or Yuki Nakamura — recorded any time or performed any work on C&H Matter No. 1025-00005. There is no overlap whatsoever between the 2021 PACM Engagement team and the proposed engagement team for the current matter.
Analysis under Rule 1.9: The analysis under New York Rule of Professional Conduct 1.9 requires consideration of three elements: (a) whether the current matter is the "same or substantially related" to the former representation; (b) whether the interests of the current client are "materially adverse" to the interests of the former client in the same matter; and (c) whether confidential information obtained during the former representation could be used to the disadvantage of the former client.
With respect to element (a), the current matter — a reinsurance recoverable dispute under an excess of loss treaty — is entirely distinct from the former representation — a structured note issuance under a European medium-term note programme. The two matters involve different legal disciplines (insurance/reinsurance litigation versus capital markets/structured finance), different substantive issues (treaty interpretation and cession practices versus securities offering documentation), and different entities within the Pinnacle Atlantic corporate group (Pinnacle Atlantic Reinsurance Ltd. versus Pinnacle Atlantic Capital Markets Ltd.). There is no factual, legal, or substantive overlap between the two matters. The current matter is not the same or substantially related to the former representation.
With respect to element (b), the interests of QIH and QC&S (the current clients) are adverse to Pinnacle Atlantic Reinsurance Ltd. (the counterparty in the current dispute), not to Pinnacle Atlantic Capital Markets Ltd. (the former client in the 2021 engagement). While Pinnacle Atlantic Capital Markets Ltd. and Pinnacle Atlantic Reinsurance Ltd. are both subsidiaries of Pinnacle Atlantic Group Holdings Ltd., they are separate legal entities, and the current matter does not involve the former client entity. Even considering the affiliates-as-clients analysis, the interests at stake in the current matter are not the same interests that were at stake in the former representation, and the adversity, if any, is not "material" in the context of a completely unrelated matter.
With respect to element (c), no confidential information obtained during the 2021 PACM Engagement is relevant to or could be used to the disadvantage of PACM or any Pinnacle Atlantic affiliate in the current reinsurance dispute. The information received during the 2021 engagement related to capital markets and structured finance matters; it did not encompass reinsurance operations, treaty terms, claims practices, or any other subject matter bearing on the current dispute.
Conclusion: The former client conflict arising from the 2021 PACM Engagement has been analyzed and cleared under Rule 1.9. The current matter is not the same or substantially related to the former representation; no confidential information from the former engagement is relevant to the current matter; and there is no team overlap between the two engagements. No consent or waiver from Pinnacle Atlantic Capital Markets Ltd. or Pinnacle Atlantic Group Holdings Ltd. is required. The Firm may proceed with the proposed engagement adverse to Pinnacle Atlantic Reinsurance Ltd. without any ethical impediment arising from the prior representation of PACM.
3.4 Hargrove, Fitch & Calloway LLP (Opposing Counsel)
Result: No conflict.
A search of the C&H ConflictsPlus system for Hargrove, Fitch & Calloway LLP, including common abbreviations ("HFC," "Hargrove Fitch"), returned no results indicating that C&H currently represents HFC or any HFC client in a matter where HFC serves as co-counsel. The search also returned no results indicating that C&H has previously engaged HFC as co-counsel, local counsel, or referral counsel on any matter, or that HFC has previously served in any capacity allied with C&H on any engagement. Accordingly, there is no allied-party issue or relationship that would complicate or create an appearance of conflict in this matter.
Individual searches for Nathaniel R. Calloway III and Priya Subramanian returned no results indicating any prior personal or professional relationship with C&H. Neither Mr. Calloway nor Ms. Subramanian is a former employee of the Firm, and neither has been identified as a party, client, or contact in any C&H matter.
Conclusion: No conflict. There is no current, former, or allied-party relationship between C&H and HFC, Mr. Calloway, or Ms. Subramanian that would give rise to any ethical concern.
3.5 Broadreach Intermediaries Inc.
Result: No conflict.
A search of the C&H ConflictsPlus system for Broadreach Intermediaries Inc. returned no results. C&H has no current or prior representation of Broadreach, and Broadreach has not been identified as an adverse party, allied party, or contact in any C&H matter.
Broadreach's role in this engagement is that of a non-party intermediary. As the producing and placing broker for the 2019 Treaty, Broadreach may possess documents and communications relevant to the negotiation, placement, and administration of the treaty, and its personnel — including James "Jamie" Castellano, the account executive who handled the QC&S/Pinnacle Atlantic account — may be called upon as witnesses. Broadreach's interests are not adverse to those of QIH or QC&S; if anything, Broadreach's interests may be aligned with those of the Client to the extent that a finding in favor of Pinnacle Atlantic could expose Broadreach to potential intermediary liability claims.
A search for James "Jamie" Castellano returned no results indicating any prior relationship with C&H.
Conclusion: No conflict. No current, former, or adverse relationship between C&H and Broadreach or Mr. Castellano.
3.6 Meridian Docks Development LLC
Result: No conflict.
A search of the C&H ConflictsPlus system for Meridian Docks Development LLC, including variations ("Meridian Docks," "Meridian Docks Dev"), returned no results. C&H has no current or prior representation of Meridian Docks, and Meridian Docks has not been identified as an adverse party, allied party, or contact in any C&H matter.
Meridian Docks is a QC&S policyholder whose claims under commercial general liability policy No. CGL-2020-09844 are part of the underlying loss portfolio that was ceded to Pinnacle Atlantic under the 2019 Treaty. The environmental remediation claims arising from the Meridian Docks policy constitute a substantial portion of the disputed reinsurance recoverable. However, Meridian Docks is not itself a party to the reinsurance dispute between QC&S and Pinnacle Atlantic, and the proposed engagement does not involve any representation of or against Meridian Docks. Meridian Docks' involvement, if any, would be limited to its status as a potential source of underlying loss documentation.
Conclusion: No conflict. No current, former, or adverse relationship between C&H and Meridian Docks Development LLC.
3.7 Veridian Financial Services Inc.
Result: No conflict.
A search of the C&H ConflictsPlus system for Veridian Financial Services Inc., including variations ("Veridian Financial," "Veridian"), returned no results. C&H has no current or prior representation of Veridian, and Veridian has not been identified as an adverse party, allied party, or contact in any C&H matter.
Veridian is a QC&S policyholder whose errors and omissions claims and settlement under professional liability policy No. PL-2021-15327 form the second major component of the disputed reinsurance recoverable. As with Meridian Docks, Veridian is not a party to the reinsurance dispute, and the proposed engagement does not involve any representation of or against Veridian. Veridian's involvement would be limited to its status as a source of underlying loss and settlement documentation.
Conclusion: No conflict. No current, former, or adverse relationship between C&H and Veridian Financial Services Inc.
3.8 Allied Third-Party Advisors and Service Providers
The following analysis addresses each of the allied third-party advisors and service providers identified in Section 2.5 above:
(a) Harmon & Whitfield LLP
Result: No conflict. A search of the C&H ConflictsPlus system for Harmon & Whitfield LLP returned no results indicating any current or prior relationship between C&H and H&W. C&H has not represented H&W as a client, engaged H&W as co-counsel or local counsel, or been adverse to H&W in any matter. H&W serves as QIH's outside insurance regulatory counsel and may provide input on regulatory aspects of the reinsurance dispute, including the impact of the disputed recoverable on QC&S's statutory surplus, the requirements for taking credit for reinsurance under New York Insurance Law Article 6, and any reporting obligations to the New York State Department of Financial Services. The contact partner at H&W, Elaine Whitfield-Ross, was searched individually and returned no results indicating any prior relationship with C&H. H&W's interests are aligned with those of the Client, and there is no adverse interest that would give rise to a conflict.
Conclusion: No conflict.
(b) Velthorn Actuarial Advisors LLC
Result: No conflict. A search of the C&H ConflictsPlus system for Velthorn Actuarial Advisors LLC returned no results. C&H has no current or prior representation of Velthorn and has not engaged Velthorn as a consulting or testifying expert on any prior matter. Velthorn serves as QC&S's outside consulting actuary, and its principal, Dr. Stephen Tanaka, FCAS, MAAA, prepared the actuarial certificates and reserve analyses underlying the disputed cessions. Dr. Tanaka may serve as a fact witness in this matter regarding the actuarial methodology, assumptions, and data sources used in calculating the loss reserves and cession amounts that QC&S submitted to Pinnacle Atlantic. In addition, Velthorn may be engaged as a consulting expert to assist C&H in analyzing the actuarial issues in the dispute. A search for Dr. Stephen Tanaka returned no results indicating any prior relationship with C&H. Velthorn's interests are aligned with those of the Client, and there is no adverse interest.
Conclusion: No conflict.
(c) Meridian Whitcomb & Co. LLP
Result: No conflict. A search of the C&H ConflictsPlus system for Meridian Whitcomb & Co. LLP returned no results. C&H has no current or prior representation of MW, and MW has not been identified as an adverse party or allied party in any prior C&H matter. MW serves as QIH's independent registered public accounting firm and issued an unqualified audit opinion on QIH's consolidated GAAP financial statements for the fiscal year ended December 31, 2025. Those financial statements include the reinsurance recoverable asset at issue, which is carried on QC&S's statutory balance sheet at approximately $47.3 million and flows through to QIH's consolidated balance sheet. MW's audit work papers, including its evaluation of the recoverability of the reinsurance asset and any communications with Pinnacle Atlantic or its auditors regarding confirmation of the reinsurance balance, may be relevant to the dispute. The audit partner responsible for the QIH engagement, Patricia Hernandez, CPA, was searched individually and returned no results indicating any prior relationship with C&H. MW's interests are aligned with those of the Client to the extent that the recoverable was included in the audited financial statements upon which MW expressed an unqualified opinion. There is no adverse interest.
Conclusion: No conflict.
(d) Cartwright National Bank, N.A.
Result: No conflict, but the relationship has been flagged for ongoing monitoring. A search of the C&H ConflictsPlus system for Cartwright National Bank, N.A. confirmed that C&H has an active client relationship with Cartwright on unrelated matters. Specifically, C&H currently represents Cartwright in connection with several lending transactions, including syndicated loan documentation and regulatory compliance advisory work (C&H Matter Nos. 2023-BANK-03226, 2024-BANK-03701, and 2025-BANK-04298). These engagements are entirely unrelated to the proposed engagement for QIH and QC&S.
In the proposed engagement, Cartwright's role is that of the administrative agent under QIH's $750 million senior secured revolving credit facility, which matures in June 2028. The credit facility agreement contains certain financial covenants, including a requirement that QC&S maintain statutory surplus as regards policyholders at or above $1.1 billion. The reinsurance recoverable at issue — approximately $47.3 million — constitutes a component of QC&S's statutory admitted assets and, by extension, supports QC&S's statutory surplus. A determination adverse to QC&S in the reinsurance dispute — if the recoverable were to be written off or significantly impaired — could reduce QC&S's statutory surplus, although based on the current surplus level of approximately $1.4 billion, a $47.3 million reduction would not, standing alone, trigger a breach of the $1.1 billion minimum covenant. Cartwright's contact for the QIH credit facility is Andrew Bao, Relationship Manager.
In this engagement, Cartwright is not adverse to QIH or QC&S. Cartwright has not taken any position in opposition to the Client's interests; to the contrary, Cartwright's interests as a lender are aligned with a successful recovery of the reinsurance receivable, as such recovery supports the financial strength and covenant compliance of QIH and QC&S. There is no concurrent conflict under Rule 1.7 because C&H's representation of QIH/QC&S in the reinsurance dispute does not involve any adversity to Cartwright, and C&H's representation of Cartwright on unrelated lending matters does not involve any adversity to QIH/QC&S.
However, this relationship has been noted for ongoing monitoring purposes. If, during the course of the engagement, Cartwright were to take an adverse position with respect to QIH — for example, by asserting an event of default under the credit facility, demanding accelerated repayment, or disputing QIH's covenant compliance calculations in connection with the impact of the reinsurance dispute — a supplemental conflicts analysis would be required at that time to evaluate whether C&H's simultaneous representation of both Cartwright (on unrelated matters) and QIH/QC&S (in the reinsurance dispute) would create a concurrent conflict under Rule 1.7. A search for Andrew Bao returned no results indicating any personal conflict.
Conclusion: No conflict at this time. Flagged for ongoing monitoring as described above.
Overall Conclusion for All Allied Third Parties: No disqualifying conflicts have been identified with respect to any of the allied third-party advisors or service providers. The Cartwright National Bank relationship has been noted for monitoring purposes but does not present a current conflict.
3.9 Key Individuals
Result: No conflicts.
A comprehensive search of the C&H ConflictsPlus system was conducted for each of the twelve (12) named individuals listed in Section 2.6 above. The search was performed using both full names and last names, with manual review of all returned results to confirm or exclude matches based on additional identifying information such as employer, title, and geographic location.
The results of the individual searches are as follows:
(a) Martin Galbraith (CEO, QIH): No results. Not identified as a current or former client of C&H, and no personal or professional relationship with any C&H attorney identified.
(b) Rachel Sondergaard (General Counsel, QIH): No results apart from her designation as a contact in existing QIH client matters, which is expected and does not present a conflict.
(c) Tobias Engström (SVP, Reinsurance & Capital Markets, QIH): No results. Not identified as a current or former client of C&H.
(d) Diana Kessler-Hoff (VP, Claims & Reinsurance Recoveries, QC&S): No results. Not identified as a current or former client of C&H.
(e) Sir Edmund Haverford (CEO, Pinnacle Atlantic Reinsurance Ltd.): No results. Not identified as a current or former client of C&H, and no personal or professional relationship with any C&H attorney identified.
(f) Lorraine Metcalf (Chief Claims Officer, Pinnacle Atlantic): No results. Not identified as a current or former client of C&H.
(g) Conrad Hesse (SVP, Treaty Disputes & Recoveries, Pinnacle Atlantic): No results. Not identified as a current or former client of C&H.
(h) James "Jamie" Castellano (Account Executive, Broadreach Intermediaries): No results. Not identified as a current or former client of C&H.
(i) Elaine Whitfield-Ross (Partner, Harmon & Whitfield LLP): No results. Not identified as a current or former client of C&H.
(j) Dr. Stephen Tanaka, FCAS, MAAA (Principal Actuary, Velthorn Actuarial Advisors): No results. Not identified as a current or former client of C&H.
(k) Patricia Hernandez, CPA (Audit Partner, Meridian Whitcomb & Co. LLP): No results. Not identified as a current or former client of C&H.
(l) Andrew Bao (Relationship Manager, Cartwright National Bank, N.A.): No results. Not identified as a current or former client of C&H.
In addition, no individual identified above was found to have a familial, employment, or financial relationship with any C&H attorney on the proposed engagement team (Douglas Carmichael, Francesca Morano, Jeffrey Park, or Yuki Nakamura). None of the proposed engagement team members has disclosed any personal relationship, prior professional interaction, or financial interest involving any of the named individuals.
Conclusion: No conflicts arising from individual relationships. No personal, familial, professional, or financial relationships between any of the key individuals and any member of the proposed C&H engagement team have been identified.
4. Engagement Team Confirmation
The proposed engagement team for Matter No. 1025-00005 consists of the following attorneys:
•  Douglas Carmichael — Partner, Litigation (General); Responsible Partner for the engagement
•  Francesca Morano — Partner, Litigation (General); Billing Partner for the engagement
•  Jeffrey Park — Lead Associate, Litigation (General)
•  Yuki Nakamura — Working Associate, Litigation (General)
As noted in Section 3.3 above, the sole former-client issue identified in this conflicts check relates to the Firm's 2021 representation of Pinnacle Atlantic Capital Markets Ltd. in C&H Matter No. 1025-00005. To ensure that no residual information barrier concerns exist, a cross-reference was performed between the proposed engagement team for Matter No. 1025-00005 and the attorney time and billing records for Matter No. 1025-00005.
The cross-reference confirmed that none of the four proposed engagement team members — Douglas Carmichael, Francesca Morano, Jeffrey Park, or Yuki Nakamura — recorded any billable or non-billable time on C&H Matter No. 1025-00005, attended any meetings or calls related to that engagement, received or reviewed any documents or communications associated with that engagement, or had any involvement whatsoever in the Firm's representation of Pinnacle Atlantic Capital Markets Ltd. The 2021 engagement was handled entirely by Gregory Lindhurst (Partner, Corporate Department), Samantha Cho (Associate, Corporate Department), and Marcus Denning (Associate, Corporate Department), none of whom is part of the proposed engagement team for the current matter or has been consulted in connection with this engagement.
Each member of the proposed engagement team has confirmed orally that he or she:
(a) has no personal or financial interest in any entity or individual identified in this memorandum;
(b) has no familial relationship with any individual identified in this memorandum;
(c) has not previously been employed by any adverse or interested party identified in this memorandum; and
(d) is not aware of any other circumstance that would create a conflict of interest or the appearance of impropriety in connection with the proposed engagement.
These confirmations will be memorialized in the engagement file for Matter No. 1025-00005.
5. Ethical Screens
Based on the results of this conflicts check, no ethical screen or information barrier is required in connection with the proposed engagement. The specific considerations supporting this determination are as follows:
First, the sole former-client issue identified — the Firm's 2021 representation of Pinnacle Atlantic Capital Markets Ltd. — does not give rise to any disqualifying conflict under Rule 1.9, as analyzed in detail in Section 3.3 above. Because there is no disqualifying conflict, there is no need to implement an ethical screen under Rule 1.10 to cure or mitigate a conflict attributable to an individual attorney's prior representation.
Second, even if an ethical screen were considered as a precautionary measure, it would serve no practical purpose in this case because the 2021 PACM Engagement was handled by an entirely separate team in a different department of the Firm, involved unrelated subject matter (capital markets structured finance versus reinsurance recoverable disputes), and has been closed since September 14, 2021 — more than four years ago. No confidential information from the 2021 engagement is relevant to the current matter, and no member of the proposed engagement team had any involvement in the prior representation.
Third, there are no other relationships or circumstances identified in this conflicts check that would require the implementation of an ethical screen or information barrier.
Notwithstanding the foregoing, the Firm's standard practice of conducting supplemental conflicts checks during the course of an engagement will apply to this matter. If additional parties, issues, or cross-claims arise during the course of the engagement — including but not limited to the joinder of additional reinsurers, the identification of additional underlying policyholders, or the emergence of coverage or indemnity disputes between the Client and third parties — a supplemental conflicts check will be conducted at that time, and supplemental ethical screens or other protective measures will be implemented if warranted by the results.
6. Summary of Conclusions
The following table summarizes the conflicts check results for each party and entity searched:
7. Overall Determination
No disqualifying conflicts of interest have been identified.
Based on the comprehensive conflicts check described in this memorandum, the engagement of Calderwood & Harkness LLP by Quorum Insurance Holdings Corp. and Quorum Casualty & Surety Company in Matter No. 1025-00005 — the pre-suit reinsurance recoverable dispute with Pinnacle Atlantic Reinsurance Ltd. involving Treaty No. PA-QCS-2019-EXL-0044 — may proceed without ethical impediment.
The only issue warranting detailed analysis was the Firm's prior unrelated transactional representation of Pinnacle Atlantic Capital Markets Ltd., a subsidiary of Pinnacle Atlantic Group Holdings Ltd., in 2021. That prior engagement has been thoroughly analyzed under New York Rules of Professional Conduct Rule 1.9 and determined not to constitute a disqualifying conflict. The current matter is not the same or substantially related to the former representation; no confidential information from the former engagement is relevant to the current matter; no member of the proposed engagement team had any involvement in the former representation; and the former engagement has been closed for more than four years. No consent or waiver from Pinnacle Atlantic Capital Markets Ltd. or any other Pinnacle Atlantic affiliate is required.
The Firm's existing client relationship with Cartwright National Bank, N.A. does not present a current conflict but has been noted for ongoing monitoring purposes. If Cartwright were to take an adverse position with respect to QIH in connection with the credit facility or otherwise, a supplemental conflicts analysis will be promptly conducted.
In accordance with the Firm's standard practice, supplemental conflicts checks will be performed at appropriate intervals during the course of the engagement, and in particular upon the identification of any additional parties, claims, cross-claims, or counterclaims that may arise as the matter progresses toward litigation, arbitration, or settlement.
8. Approval
Prepared by:
________________________________________
Yuki Nakamura Associate, Litigation (General) Calderwood & Harkness LLP
Date: March 2, 2026
Reviewed and Approved by:
________________________________________
Douglas Carmichael Partner, Litigation (General) Calderwood & Harkness LLP
Date: March 2, 2026
Filed: C&H Conflicts Database; Matter No. 1025-00005 file. A copy of this memorandum has been retained in the Firm's central conflicts records in accordance with C&H Document Retention Policy No. 4.7 (Conflicts Check Documentation). This memorandum and all underlying search reports shall be retained for a minimum period of seven (7) years following the conclusion of Matter No. 1025-00005 or such longer period as may be required by applicable rules or regulations.
Party / Entity | Conflict Status | Notes
Quorum Insurance Holdings Corp. | No conflict — existing client | Supports engagement; multiple prior and current matters
Quorum Casualty & Surety Company | No conflict — subsidiary of existing client | Supports engagement; wholly-owned subsidiary of QIH
Pinnacle Atlantic Reinsurance Ltd. | No conflict | No current or former representation of this entity
Pinnacle Atlantic Group Holdings Ltd. | Former client conflict — cleared | Prior 2021 transactional engagement for subsidiary (Pinnacle Atlantic Capital Markets Ltd.); unrelated matter (structured note issuance); closed 9/14/2021; no confidential information relevant to current matter; no team overlap; cleared under Rule 1.9; no consent or waiver required
Hargrove, Fitch & Calloway LLP | No conflict | No current or prior relationship
Broadreach Intermediaries Inc. | No conflict | No current or prior relationship; non-party intermediary
Meridian Docks Development LLC | No conflict | No current or prior relationship; underlying policyholder
Veridian Financial Services Inc. | No conflict | No current or prior relationship; underlying policyholder
Harmon & Whitfield LLP | No conflict | Allied advisor to Client; no adverse interest; no C&H relationship
Velthorn Actuarial Advisors LLC | No conflict | Allied advisor to Client; no adverse interest; no C&H relationship
Meridian Whitcomb & Co. LLP | No conflict | Allied advisor to Client; no adverse interest; no C&H relationship
Cartwright National Bank, N.A. | No conflict (monitoring noted) | Existing C&H client on unrelated lending matters; not adverse to Client in this engagement; interests aligned; flagged for ongoing monitoring in the event of future adverse posture
All named individuals (12) | No conflict | No personal, familial, professional, or financial conflicts identified with any member of the proposed C&H engagement team

CONFIDENTIAL — INTERNAL MEMORANDUM — ATTORNEY WORK PRODUCT

MEMORANDUM

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