Ironwood Multi-Strategy Fund LLC Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • October 29th, 2010 • Ironwood Multi-Strategy Fund LLC • New York

AGREEMENT, dated as of October __, 2010 between Ironwood Multi-Strategy Fund LLC, a limited liability company trust organized and existing under the laws of the State of Delaware having its principal office and place of business at One Market Plaza, Steuart Tower, Suite 2500, San Francisco, California 94105 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR IRONWOOD MULTI-STRATEGY FUND LLC Date March 11, 2015
Limited Liability Company Agreement • March 13th, 2015 • Ironwood Multi-Strategy Fund LLC • Delaware

WHEREAS, Ironwood Multi-Strategy Fund LLC (the “Fund”) was formed by Ironwood Capital Management Corporation, a California corporation (“ICM”) as a limited liability company under the Delaware Limited Liability Company Act (as amended and in effect on the date hereof, the “Act”) pursuant to the filing of a certificate of formation in the office of the Secretary of State of the State of Delaware on August 25, 2010 (the “Original Certificate”);

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 1st, 2012 • Ironwood Multi-Strategy Fund LLC • California

This AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2012 (the “Agreement”), is made and entered into by and among Ironwood Institutional Multi-Strategy Fund LLC, a Delaware limited liability company (the “Master Fund”), Ironwood Multi-Strategy Fund LLC, a Delaware limited liability company (the “Feeder Fund” and, collectively with the Master Fund, the “Funds”) and Ironwood Capital Management Corporation, a California corporation (the “Investment Manager”).

ESCROW AGREEMENT
Escrow Agreement • December 23rd, 2010 • Ironwood Multi-Strategy Fund LLC • Delaware

Subscription Escrow Agreement (the “Escrow Agreement”) dated as October 18, 2010 (the "Effective Date”) by and among Ironwood Multi-Strategy Fund LLC (the "Issuer") and CSC Trust Company of Delaware, as escrow agent hereunder (the "Escrow Agent").

HEDGEOP COMPLIANCE, LLC REGULATORY AND COMPLIANCE SUPPORT SERVICES AGREEMENT
Regulatory and Compliance Support Services Agreement • October 18th, 2010 • Ironwood Multi-Strategy Fund LLC • New York

This agreement (this “Agreement”), dated as of October 1, 2010 is by and between HedgeOp Compliance, LLC (“HedgeOp”), a Delaware limited liability company and each investment fund listed on attached Schedule C (each, a “Fund” and, collectively, the “Funds”).

SUPPLEMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • May 15th, 2012 • Ironwood Multi-Strategy Fund LLC • Delaware

This SUPPLEMENT made as of the 15th day of May, 2012 (this “Supplement”) to the Distribution Agreement, dated as of October 5, 2010, and as amended by the First Amendment effective December 21, 2010 (the “Distribution Agreement”) among (a) Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”), (b) Ironwood Institutional Multi-Strategy Fund LLC, a Delaware limited liability company, and (c) Ironwood Multi-Strategy Fund LLC, a Delaware limited liability company (each entity in clause (b) and (c), a “Fund”, and, collectively, the “Funds”).

DISTRIBUTION AGREEMENT
Distribution Agreement • October 18th, 2010 • Ironwood Multi-Strategy Fund LLC • Delaware

THIS AGREEMENT is made and entered into as of this 5th day of October 2010, by and among each of the entities listed on Exhibit A attached hereto (each a “Fund”, and, collectively, the “Funds”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

FORM OF AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 25th, 2021 • Ironwood Multi-Strategy Fund LLC • California

This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, dated as of , 2021 (the “Agreement”), by and among Ironwood Institutional Multi-Strategy Fund LLC, a Delaware limited liability company (the “Master Fund”), Ironwood Multi-Strategy Fund LLC, a Delaware limited liability company (the “Feeder Fund” and collectively with the Master Fund, the “Funds”) and Ironwood Capital Management, a California corporation (the “Investment Manager”).

Contract
Transfer Agency and Service Agreement • October 29th, 2010 • Ironwood Multi-Strategy Fund LLC
Master Custodian Agreement
Master Custodian Agreement • October 29th, 2010 • Ironwood Multi-Strategy Fund LLC • Massachusetts

This Agreement is made as of October 19, 2010 by and among each of Ironwood Multi-Strategy Fund LLC (the “Feeder Fund”), Ironwood Institutional Multi-Strategy Fund LLC (the “Master Fund” and, together with the Feeder Fund and any additional management investment company made subject to this Agreement in accordance with Section 20.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

IRONWOOD MULTI-STRATEGY FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 25, 2010
Limited Liability Company Agreement • October 18th, 2010 • Ironwood Multi-Strategy Fund LLC • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) dated as of August 25, 2010 by and between Ironwood Capital Management Corporation, as managing member (the “Managing Member”) of Ironwood Multi-Strategy Fund LLC (the “Fund”), and the Fund.

ADMINISTRATION AGREEMENT
Administration Agreement • October 29th, 2010 • Ironwood Multi-Strategy Fund LLC • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of October 19, 2010, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), Ironwood Multi-Strategy Fund LLC, a Delaware limited liability company (the “Feeder Fund”) and Ironwood Institutional Multi-Strategy Fund LLC, a Delaware limited liability company (the “Master Fund” and, collectively with the Feeder Fund, the “Fund”).

Distribution Agreement
Distribution Agreement • July 11th, 2017 • Ironwood Multi-Strategy Fund LLC

THIS DISTRIBUTION AGREEMENT (“Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC (each a “Fund,” and collectively, the “Funds”).

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 23rd, 2010 • Ironwood Multi-Strategy Fund LLC • Delaware

This First Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”), dated as of October 5, 2010 by and among each of the Funds listed on Exhibit A to the Agreement (each a “Fund” and collectively, the “Funds”), and Foreside Fund Services, LLC, a Delaware limited liability company (“Distributor”) is hereby effective as of December 21, 2010 (the “Effective Date”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • July 11th, 2017 • Ironwood Multi-Strategy Fund LLC • New York

Each Fund, on its own behalf, and not on behalf of any other Fund, acknowledges, consents and agrees with the statements made above and as follows:

Contract
Purchase Agreement • October 18th, 2010 • Ironwood Multi-Strategy Fund LLC
Contract
Expense Limitation Agreement • October 18th, 2010 • Ironwood Multi-Strategy Fund LLC • California
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