Contract analysis

I. Summary of Examination Background The IRS LB&I Division opened its examination of ICM's 2021 Form 1065 via Letter 2205-D, dated March 22, 2023. That letter was received by ICM at its offices on March 29, 2023. The examination was conducted under the Centralized Partnership Audit Regime enacted by the Bipartisan Budget Act of 2015, as implemented under Sections 6221 through 6241 of the Internal Revenue Code (the "C

1. June 9, 2023 — A telephone conference with Revenue Agent Albrecht and Revenue Agent Petrovic to discuss the scope and focus of the examination and to clarify certain items responsive to IDR Nos. 1 and 2.

2. July 14, 2023 — An in-person meeting at the IRS Manhattan Campus located at 290 Broadway, New York, New York. This meeting included Revenue Agent Albrecht, Revenue Agent Petrovic, and IRS Counsel Eric S. Lundgren. Sylvia Hartwell and Leila Nazari attended on behalf of ICM. The meeting addressed all three substantive issues under examination in detail, including a walk-through of the supporting documentation and ap

3. September 22, 2023 — A follow-up teleconference with the full examination team to address supplemental questions raised by IRS Counsel following his review of our legal memorandum. On September 6, 2023, we submitted a comprehensive legal memorandum to the examination team and IRS Counsel addressing all three issues under examination. That memorandum set forth ICM's factual and legal positions in detail, supported

II. Issue-by-Issue Outcome Summary The IRS examination focused on three discrete issues. We summarize each issue below, including the IRS's area of inquiry, the potential tax impact had the IRS sustained its position, and the basis for the favorable outcome. A. Issue 1: Management Fee Waiver / Conversion (IRC § 707(a)(2)(A)) Issue Examined. The IRS examined whether $23.8 million in management fees waived by Ironside

III. Aggregate Amounts at Stake and Tax Impact Avoided The following table summarizes the total potential partnership-level adjustments and estimated tax impact across all three issues examined: All positions taken on ICM's 2021 Form 1065 were fully sustained. The entire $63.18 million in potential partnership-level adjustments and the approximately $11.78 million in estimated aggregate tax liability were avoided. No

IV. Recommended Next Steps and Notifications In light of the favorable resolution of the examination, we recommend that ICM take the following steps:

1. Internal Notification — Priya Venkatesh (COO & CFO). We recommend that ICM promptly notify Priya Venkatesh of the favorable outcome. Ms. Venkatesh played an instrumental role throughout the examination, particularly with respect to the management fee waiver issue, where her contemporaneous memoranda documenting the economic rationale and genuine risk of loss were critical to the defense. In addition, her oversight

2. Notification to Borwick Craine & Associates LLP. We recommend that ICM notify Elliot Navarro, Engagement Partner (Tax) at Borwick Craine & Associates LLP, who served as ICM's tax return preparer for the 2021 Form 1065, so that FC&A may update its engagement files and quality control records accordingly. In addition, Sandra Whitmore, Engagement Partner (Audit) at Fenwick Craine, should be informed of the result for

3. Notification to Greystone Fund Administration LLC. We recommend that ICM notify Greystone Fund Administration LLC of the no-change result so that Greystone may update its records for net asset value ("NAV") calculations and fund administration purposes. Because no adjustments were made, no restatement of NAV or reallocation among partner capital accounts will be necessary.

4. Consideration of Limited Partner Notification. ICM is under no legal obligation to notify limited partners individually of the closure of the examination. However, given the significance of the issues examined and the potential magnitude of the tax impact that was at stake, the fund may wish to consider providing a brief notification to its significant institutional limited partners as a matter of good investor re

5. Enclosure. A copy of IRS Letter 4396-A, dated October 14, 2023, is enclosed with this letter. We recommend that the Letter 4396-A be maintained in ICM's permanent tax files.

V. Statute of Limitations and Record Retention It is important to note that the no-change result with respect to the 2021 tax year does not preclude the IRS from examining subsequent tax years. Each tax year is subject to separate examination, and the positions taken on ICM's returns for tax years 2022 and forward will be evaluated independently by the IRS in the event of any future examination. We recommend that ICM

VI. Final Invoice and Engagement Closure A final invoice for professional services rendered in connection with this engagement will be transmitted under separate cover. For your reference, the total fees and expenses for the engagement are summarized as follows: The engagement for this matter is now concluded. Calderwood & Harkness LLP's representation of Ironside Capital Management LP with respect to the IRS examina