Contract analysis

I. Executive Summary This memorandum has been prepared at the request of the Ironside Capital Management LP ("Ironside") Tax Team to analyze the United States federal, state, and local income tax treatment of the proposed co-investment vehicle, ICM Cascadia Co-Invest, LP (the "Vehicle" or "Co-Invest"), a Delaware limited partnership being organized to co-invest alongside Meridian Infrastructure Partners Fund IV, LP (

II. Background and Transaction Structure A. The Co-Investment Vehicle ICM Cascadia Co-Invest, LP is a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. ("DRULPA"). The Certificate of Limited Partnership is planned for filing with the Delaware Secretary of State, and we note that such filing was subsequently completed on July 22, 2022, with the

III. Partnership Classification Analysis A. Federal Tax Classification — "Check-the-box" Regulations A threshold question in the analysis of any partnership-structured investment vehicle is whether the entity will be classified as a partnership for federal income tax purposes. Classification as a partnership is essential to achieving the pass-through treatment that underlies the Vehicle's tax-structuring rationale. I

IV. Allocation Provisions and Distributive Share Analysis A. General Allocation Framework The LP Agreement provides for allocations of income, gain, loss, deduction, and credit among the partners in accordance with their respective interests in the Vehicle. The fundamental requirement for the validity of partnership allocations for federal income tax purposes is set forth in Section 704(b) of the Code, which provides

Section 704(c) of the Code requires that, when a partner contributes property with a built-in gain or built-in loss to a partnership, income, gain, loss, and deduction with respect to such property must be allocated among the partners so as to take into account the variation between the contributing partner's adjusted tax basis in the property and the property's fair market value at the time of contribution. At the V

V. Carried Interest Characterization — Section 1061 Analysis A. Overview of Section 1061

Section 1061 of the Code, enacted as part of the Tax Cuts and Jobs Act of 2017 (Pub. L. No. 115-97), imposes a modified holding period requirement on certain long-term capital gain allocable to holders of "applicable partnership interests" ("APIs"). Under the general capital gains rules, long-term capital gain treatment requires a holding period of more than one year (Section 1222). Section 1061 overrides this genera

VI. Tax Treatment of Specific Capital Call Items The first capital call of $22,500,000 anticipated for August 2022 will fund several categories of expenditures, each of which has a distinct tax treatment. We analyze each category below. A. Organizational Expenses ($285,000) The Vehicle expects to incur approximately $285,000 in organizational expenses, including legal fees for the preparation and filing of the Certif

VII. State and Local Tax Analysis A. Delaware. The State of Delaware does not impose an income tax on limited partnerships or on the partners of limited partnerships with respect to income derived from sources outside Delaware. Because the Vehicle is a Delaware limited partnership whose sole investment activity is the ownership of AcquisitionCo stock — an investment in an Oregon-based infrastructure company — the Veh

VIII. UBTI Analysis A. Relevance to Ironside Ironside Capital Management LP manages approximately $14.8 billion in assets across equity long/short, credit, and infrastructure strategies. Ironside's infrastructure strategy manages approximately $3.2 billion across three separate fund vehicles. To the extent Ironside's underlying investor base includes tax-exempt entities — such as endowments, foundations, pension fund