0001144204-12-025359 Sample Contracts

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”).

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