Contract analysis

I. Executive Summary This memorandum analyzes whether ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Co-Invest"), a Delaware limited partnership formed on July 22, 2022 (Delaware Secretary of State File No. 7439218; Employer Identification Number 88-3921457), will be subject to the plan-asset rules under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Rev

II. Background and Structure of the Co-Investment Vehicle A. Formation and Purpose ICM Cascadia Co-Invest, LP was formed as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State on July 22, 2022 (File No. 7439218). The Vehicle's registered agent in the State of Delaware is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 1

III. Applicable Legal Framework A. ERISA Plan Asset Regulation — 29 C.F.R. § 2510.3-101 The Plan Asset Regulation, promulgated by the Department of Labor ("DOL") at 29 C.F.R. § 2510.3-101 and as modified by Section 3(42) of ERISA (added by the Pension Protection Act of 2006), establishes the rules for determining when the underlying assets of a pooled investment vehicle are treated as "plan assets" for purposes of ER

1. Publicly Offered Securities Exemption (29 C.F.R. § 2510.3-101(b)). This exemption applies to entities whose equity interests are "publicly offered securities" — i.e., securities that are freely transferable, widely held, and registered under the Securities Act of 1933 or the Securities Exchange Act of 1934. This exemption is not applicable to the Vehicle, as the Co-Invest is a private limited partnership whose int

2. Operating Company Exemption (29 C.F.R. § 2510.3-101(c)). This exemption applies to entities that are "operating companies" — i.e., entities that are primarily engaged, directly or through a majority-owned subsidiary, in the production or sale of a product or service other than the investment of capital. The Vehicle is not an operating company; it is a passive investment holding vehicle organized for the sole purpo

3. Venture Capital Operating Company ("VCOC") Exemption (29 C.F.R. § 2510.3-101(d)). This exemption applies to entities that obtain and exercise certain "management rights" with respect to at least one portfolio company and that have at least 50% of their assets (valued at cost) invested in operating companies as to which the entity has obtained management rights. The management rights requirement is typically satisf

4. Real Estate Operating Company ("REOC") Exemption (29 C.F.R. § 2510.3-101(e)). This exemption applies to entities that have at least 50% of their assets (valued at cost) invested in real estate that is managed or developed by the entity or on its behalf, and that are actively engaged in the management or development of such real estate. Cascadia's assets are primarily energy infrastructure (hydroelectric and wind g

5. Less-Than-25% Benefit Plan Investor Test (29 C.F.R. § 2510.3-101(f)). As discussed in detail in Section IV below, this is the primary basis for our conclusion that the assets of the Co-Invest are not plan assets. Because the aggregate participation by benefit plan investors in the Co-Invest's equity — determined by looking through Ironside to its underlying investor base — does not equal or exceed 25% of the Co-In

6. Insurance Company General Account Exemption and Governmental Plan Exclusion. For completeness, we note that (a) insurance company general accounts are subject to a separate regulatory framework under ERISA § 401(c) and DOL Regulation 29 C.F.R. § 2550.401c-1, and assets held in an insurance company's general account are generally not treated as plan assets for purposes of the Plan Asset Regulation (although insuran

IV. Analysis of Ironside's Investor Composition A. Overview of Ironside's Fund Structure As noted above, Ironside manages approximately $14.8 billion across three principal investment strategies: equity long/short (approximately $8.4 billion), credit (approximately $3.2 billion), and infrastructure (approximately $3.2 billion). Each strategy is managed through one or more dedicated fund vehicles, with separate feeder

V. Structural Safeguards in the LP Agreement A. ERISA-Related Provisions The LP Agreement incorporates several structural safeguards designed to monitor and preserve the Vehicle's non-plan-asset status on an ongoing basis. Monitoring Covenant. Section 9.03 of the LP Agreement includes a covenant requiring Ironside to notify the GP promptly, and in any event within five (5) business days, if the benefit plan investor

VI. Consequences if Plan Asset Treatment Were to Apply (Hypothetical) While we conclude that the assets of the Co-Invest are not plan assets under the Plan Asset Regulation, it is prudent to consider the consequences that would follow if, hypothetically, the 25% threshold were to be breached and no exemption were available. This hypothetical analysis underscores the importance of ongoing monitoring and compliance wit

VII. Interaction with Co-Investment Allocation Agreement The Co-Investment Allocation Agreement (execution version, dated July 29, 2022) (the "Allocation Agreement") between Fund IV and the Co-Invest governs the economic and structural terms of the co-investment in Cascadia. The Allocation Agreement establishes the relative economic interests of Fund IV (71.43%) and the Co-Invest (28.57%) in the acquisition, includin

VIII. State Law and Other Regulatory Considerations Delaware Limited Partnership Law. The ERISA plan-asset analysis does not affect the Vehicle's characterization under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.). The Vehicle remains a Delaware limited partnership for all purposes of Delaware law, and the LP Agreement governs the internal affairs of the partnership, including th

IX. Ongoing Monitoring Recommendations Based on the analysis set forth in this memorandum, we recommend the following ongoing monitoring measures to ensure that the Co-Invest's non-plan-asset status is maintained throughout the term of the Vehicle:

1. Quarterly Monitoring. Ironside should continue to monitor the benefit plan investor percentage in its infrastructure strategy vehicles on at least a quarterly basis, consistent with its current compliance practices. Each quarterly review should assess whether the benefit plan investor percentage has changed materially since the prior review and whether the percentage remains below 25%. Calderwood & Harkness LLP sh

2. Notification Upon Material Changes. If Ironside redeems or admits new investors in the infrastructure strategy vehicles contributing to the Co-Invest commitment — particularly if such changes involve the admission of new benefit plan investors or the redemption or withdrawal of significant non-benefit-plan investors — Ironside should promptly reassess the benefit plan investor percentage. If the percentage approac

3. Capital Call Date Measurement. At each capital call date, including Capital Call #1 (expected on or about August 15, 2022) and any subsequent capital calls, Ironside should confirm the benefit plan investor percentage as of the date of the capital contribution. Because the 25% Threshold Test is applied at each date on which an equity interest is acquired (i.e., each capital contribution date), this confirmation is

4. Confirmation for Capital Call #1. Given that Capital Call #1 is expected on August 15, 2022 — approximately three weeks from the date of this memorandum — we specifically recommend that Ironside confirm the benefit plan investor percentage as of that date no later than August 10, 2022. Based on Ironside's representation that no material changes in its investor composition are anticipated between now and the capita

5. Dormancy Period Monitoring. If the Co-Invest enters a dormancy period (as contemplated under Section 7.04 of the LP Agreement), the monitoring obligation continues so long as the Vehicle remains in existence and holds assets (including unfunded commitments). Even if the Vehicle is dormant and no investment activity is occurring, the plan-asset rules apply whenever benefit plan investors hold equity interests in th

6. Wind-Down and Reactivation. If a wind-down of the Vehicle is elected by Ironside under Section 7.04(c) of the LP Agreement, or if the Vehicle is reactivated following a dormancy period (e.g., in connection with a restructured or renegotiated Cascadia acquisition), the ERISA status of the Vehicle should be re-confirmed at the time of reactivation or wind-down. In the case of a reactivation, a new benefit plan inves

7. Annual Review. In addition to the quarterly monitoring described above, we recommend that a comprehensive annual review of the Vehicle's ERISA status be conducted by Calderwood & Harkness LLP, in consultation with Ironside's compliance team, to ensure that all relevant facts and circumstances continue to support the conclusion that the Vehicle's assets are not plan assets. The annual review should encompass not on

X. Conclusion Based on our analysis of the applicable legal framework and the facts and circumstances as of the date of this memorandum, we conclude as follows: (a) Benefit Plan Investor Percentage Below 25%. Ironside Capital Management LP has represented and certified that benefit plan investors (as defined in the Plan Asset Regulation) hold less than 25% of the equity interests in the relevant Ironside infrastructu