                            COURT OF CHANCERY
                                  OF THE
                            STATE OF DELAWARE

 JOHN W. NOBLE                                              417 SOUTH STATE STREET
VICE CHANCELLOR                                             DOVER, DELAWARE 19901
                                                           TELEPHONE: (302) 739-4397
                                                           FACSIMILE: (302) 739-6179

                                December 31, 2014



R. Bruce McNew, Esquire                      David A. Jenkins, Esquire
Wilks, Lukoff & Bracegirdle, LLC             Smith Katzenstein & Jenkins LLP
1300 N. Grant Avenue, Suite 100              800 Delaware Avenue, Suite 1000
Wilmington, DE 19806                         Wilmington, DE 19801

      Re:    The Ravenswood Investment Company, L.P. v.
             Winmill & Co. Incorporated
             C.A. No. 7048-VCN
             Date Submitted: September 22, 2014

Dear Counsel:

      I write to address what I understand, based on your letters of September 22,

to be the two continuing topics of dispute regarding a confidentiality agreement to

facilitate the implementation of the Court’s May 30, 2014, letter opinion.1 These

issues concern (i) the appropriate scope of confidentiality and (ii) indemnification

for losses resulting from violations or alleged violations of federal or state

securities laws.



1
 The Ravenswood Inv. Co., L.P. v. Winmill & Co., Inc., 2014 WL 2445776 (Del.
Ch. May 30, 2014).
The Ravenswood Investment Company, L.P. v.
Winmill & Co. Incorporated
C.A. No. 7048-VCN
December 31, 2014
Page 2


      Winmill has demonstrated that some confidentiality protection is

appropriate.2    Although the passage of time does not necessarily render

confidential treatment unnecessary, it is a starting point for analysis. Materiality of

financial information—which is the fundamental issue—lessens as it ages. As

with most line drawing efforts, a precisely correct moment in time is difficult to

set. One year after the production to Ravenswood3 (or, if earlier, when it becomes

public information) is a reasonable accommodation of the competing interests.

Additionally, financial information does not warrant confidential treatment after

three years from the date of the document or information.4

      As for Winmill’s request for indemnification against federal and state

securities laws claims, the Court understands why Winmill has expressed its

concerns, but is not willing to presume that Ravenswood would violate its duties as

prescribed by those laws. More fundamentally, conditioning a right provided by

2
  Yet, this is something of a problem of Winmill’s own creation. Even though it
has public shareholders, it treats its financial information as confidential. In most
comparable circumstances, the financial information would not be accorded
confidential treatment.
3
  No extension of these parameters is justified if Ravenswood properly provides the
documents to a third party.
4
  Three, instead of four, years would provide sufficient protection.
The Ravenswood Investment Company, L.P. v.
Winmill & Co. Incorporated
C.A. No. 7048-VCN
December 31, 2014
Page 3


8 Del. C. § 220 upon an unlimited and unrestricted indemnification obligation

unduly impairs a shareholder’s rights as conferred by Delaware law. Accordingly,

the Court will not condition Ravenswood’s access to Winmill’s books and records

upon an indemnification undertaking.

      With these comments, I assume that counsel can finalize the Confidentiality

and Production Agreement.

                                       Very truly yours,

                                       /s/ John W. Noble

JWN/cap
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