0000905148-10-002075 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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ESCROW AGREEMENT
Escrow Agreement • October 29th, 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").

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”).

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”).

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