0000905148-10-002010 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR IRONWOOD INSTITUTIONAL MULTI-STRATEGY FUND LLC
Limited Liability Company Agreement • October 18th, 2010 • Ironwood Institutional Multi-Strategy Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of October 5, 2010 by Jonathan Gans (the “Initial Member”), and other persons or entities who shall execute counterparts of this Agreement or the investor certification (the “Investor Certification”) in accordance with the provisions hereof as members (the “Subsequent Members” and, together with the Initial Member, the “Members”).

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Contract
Investment Management Agreement • October 18th, 2010 • Ironwood Institutional Multi-Strategy Fund LLC • California
HEDGEOP COMPLIANCE, LLC REGULATORY AND COMPLIANCE SUPPORT SERVICES AGREEMENT
Regulatory and Compliance Support Services Agreement • October 18th, 2010 • Ironwood Institutional 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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • October 18th, 2010 • Ironwood Institutional 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”).

Contract
Limited Liability Company Agreement • October 18th, 2010 • Ironwood Institutional Multi-Strategy Fund LLC • Delaware
Contract
Expense Limitation Agreement • October 18th, 2010 • Ironwood Institutional Multi-Strategy Fund LLC • California
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