For purposes of this Brochure, the “Adviser” or “Old Ironsides” means Old Ironsides Energy, LLC,
a Delaware limited liability company, together (where the context permits) with its relying advisers,
each a “Relying Adviser”, its affiliated general partners of the Funds (as defined below) and other
affiliates that provide advisory services to and/or receive Management Fees from, the Funds (as
defined below). In general, these affiliates are under common control with Old Ironsides Energy,
LLC, and all possess a substantial identity of personnel and/or equity owners with Old Ironsides
Energy, LLC. These affiliates are generally formed for tax, regulatory or other purposes in
connection with the organization of the Funds or may serve as general partners of the Funds (each
a “General Partner” and collectively, together with any future affiliated general partner entities, the
“General Partners”).
The Adviser is an investment advisory firm located in Massachusetts that specializes in making
long-term private equity and equity-related investments in the upstream and midstream oil and gas
sectors as well as making investments in working interests in oil and gas projects. The Adviser
provides investment advisory services to pooled investment vehicles (the “Funds” or the “Clients”)
that are exempt from registration under the Investment Company Act of 1940, as amended (the
“1940 Act”) and whose securities are not registered, and not required to be registered, under the
Securities Act of 1933, as amended (the “Securities Act”)
The Adviser was formed in 2013 by Messrs. Scott Carson, Gregory Morzano, Sean O’Neill, and
Daniel Rioux, the founders of the Adviser. The day-to-day operations of the Adviser are managed
by Messrs. O’Neill and Rioux, the principals of the Adviser (the “Principals”). The Principals are
the equity owners of the Adviser. In March 2024, Messrs. Carson and Morzano stepped down from
their roles as managing partners of the Adviser and are no longer involved in the day-to-day
corporate affairs of the Adviser. However, Messrs. Carson and Morzano both remain as
compensated senior advisors to the Adviser (the “Senior Advisors”).
Investment advisory services include working with Clients to establish an investment objective and
selecting portfolio investments utilizing the Adviser’s overall investment strategy, which focuses
on making private equity investments in the upstream and midstream oil and gas sectors and making
investments in working interests in oil and gas projects. The Adviser’s advisory services also
consist of investigating, identifying and evaluating investment opportunities, structuring,
negotiating and making investments on behalf of the Clients, managing and monitoring the
performance of such investments and disposing of such investments. The Adviser serves as the
investment adviser or General Partner to the Clients in order to provide such services. Where such
investments consist of portfolio companies, the senior principals or other personnel of the Adviser
or its affiliates generally serve on such portfolio companies’ respective boards of directors or
otherwise act to influence control over management of portfolio companies in which the Funds
have invested.
The Adviser provides investment supervisory services to each Client in accordance with the limited
partnership agreement (or analogous organizational document) of such Client or separate
investment and advisory, investment management or portfolio management agreements (each such
limited partnership agreement advisory
agreement or similar document an “Advisory Agreement”).
Investment advice is provided directly to the Clients, subject to the discretion and control of the
applicable General Partner, and not individually to the investors in the Clients (generally referred
to herein as “investors” or “limited partners”). Services are provided to the Clients in accordance
with the Advisory Agreements with the Clients and/or organizational documents of the applicable
Client. Investment restrictions for the Clients, if any, are generally established in the organizational
or offering documents of the applicable Client, Advisory Agreements and/or side letter agreements
negotiated with investors in the applicable Client (such documents collectively, a Client’s
“Organizational Documents”).
While each of its Clients generally follows the strategy stated above, the Adviser may tailor the
specific advisory services with respect to each Client based on the individual investment strategy
of each Client. Additionally, as permitted by the relevant Organizational Documents, the Adviser
in its sole discretion, is permitted (but is not obligated to) offer co-investment opportunities
(including the opportunity to participate in co-invest vehicles) to certain current or perspective
investors or other persons, including other sponsors, market participants, finders, consultants and
other service providers, portfolio company management or personnel, the Adviser’s personnel
and/or certain other persons associated with the Adviser and/or its affiliates. Such co-investments
typically involve investment and disposal of interests in the applicable portfolio company at the
same time and on the same terms as the Fund making the investment. However, for strategic and
other reasons, a co-investor or co-invest vehicle (including a co-investing Client) could purchase a
portion of an investment from one or more Funds after such Funds have consummated their
investment in the portfolio company (also known as a post-closing sell-down or transfer), which
generally will have been funded through investor capital contributions and/or use of a credit facility.
Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after
the Fund’s completion of the investment to avoid any changes in valuation of the investment, but
in certain instances could be well after the Client’s initial purchase. Where appropriate, and in the
Adviser’s sole discretion, the Adviser is authorized to charge interest on the purchase to the co-
investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain
conditions), and to seek reimbursement to the relevant Fund for related costs, including charges or
reimbursements required pursuant to applicable law. However, to the extent any such amounts are
not so charged or reimbursed, they generally will be borne by the relevant Fund.
Notwithstanding the Adviser’s tailoring of its specific advisory services to each Client, its exercise
of any “excuse” or similar rights in Client Organizational Documents, or the Adviser’s offering of
co-investment opportunities to one or more co-investors, the Adviser provides advice to Funds, and
not to their investors, and such arrangements do not (and will not) create an adviser-client
relationship between the Adviser and any investor.
The Adviser does not participate in wrap fee programs.
As of December 31, 2023, the Adviser managed approximately $1,423,429,267 in portfolio assets,
all of which were managed on a discretionary basis.