principal owner(s).
Ironwood is a California corporation that was founded in January 1996 and became registered with the SEC
as an investment adviser in July 1999. Ironwood provides discretionary investment advisory services to
private investment funds (the “Funds”), and two investment companies (the “Companies”) registered with
the SEC under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).
Ironwood also provides discretionary investment advisory services to a series of a multi-series fund advised
by SALI Fund Management, LLC, a third party registered investment advisor (the “IDF” and, together with
the Funds and the Companies, the “Advisory Clients”). Ironwood serves as the general partner, investment
manager or (in the case of the IDF) investment subadvisor to each of the Advisory Clients. The focus of
Ironwood’s investment advisory services is to invest and manage the portfolios of the Advisory Clients,
which are invested in underlying private investment funds that are managed by independent investment
managers that utilize a number of hedge fund strategies.
The Funds
The Funds are organized in a master-feeder structure. Each of Ironwood International Ltd.,
Ironwood Institutional Ltd., and Ironwood Non-Dollar Fund SPC invests all of its assets in
Ironwood Partners L.P. (the “Master Fund”).
The Companies
The Companies are organized in a master-feeder structure whereby Ironwood Multi-Strategy Fund
LLC (the “Feeder Company”) invests substantially all of its assets in Ironwood Institutional Multi-
Strategy Fund LLC (the “Master Company”). In addition to investing directly in underlying private
investment funds, the Master Fund’s assets may be invested through its wholly owned and
controlled foreign subsidiary, Ironwood Multi-Strategy Fund Ltd.
The IDF
The IDF, Ironwood Insurance Fund, is a series of SALI Multi-Series Fund, L.P.
The principal owners of Ironwood are:
• Jonathan Gans, Chief Executive Officer & President of Ironwood;
• Frederick M. and Shelby M. Gans Trust U/A/D 4/21/95 (the “Gans Trust”);
• Frederick Gans, as trustee of the Gans Trust; and
• Shelby Gans, as trustee of the Gans Trust.
Benjamin Zack, Managing Director, and Alison Sanger, Chief Operating Officer, also have ownership
interests in Ironwood. William Phillips, Director of Investor Relations, Simon Hong, Director, and Martha
Boero, Chief Financial Officer, each participate in a stock-based compensation plan designed to compensate
them as if they were direct owners of Ironwood.
in a particular type of advisory service, such as financial planning, quantitative analysis, or market
timing, explain the nature of that service in greater detail. If you provide investment advice only with
respect to limited types of investments, explain the type of investment advice you offer, and disclose
that your advice is limited to those types of investments.
Ironwood generally has broad and flexible investment authority with respect to the Advisory Clients. Each
Advisory Client’s investment objectives and strategy is set forth in a confidential informational
memorandum or explanatory memorandum provided to each investor (in the case of the Funds) or
prospectus (in the case of the Companies). Unless otherwise indicated, investors in the Funds and the
Companies are collectively referred to herein as “Investors.”
Ironwood manages fund of hedge fund vehicles with similar portfolios and identical risk and return
objectives. As noted above in response to Item 4.A, each Advisory Client allocates capital among a number
of independent third-party investment managers (“Advisers”) acting through pooled entities such as limited
partnerships, limited liability companies and offshore corporations or through managed accounts
(collectively, “Investment Vehicles”). Ironwood may in the future establish special purpose vehicles, for a
variety of investment, tax and other planning purposes.
Ironwood’s investment objective is capital appreciation with limited
volatility of returns.
While the Advisory Clients may invest in any type of Investment Vehicle and with any type of Adviser,
Ironwood expects that the Advisory Clients will invest in Investment Vehicles or with Advisers that
generally fall into the following four hedge fund sectors:
• relative value;
• event driven;
• market neutral & low net equity; and
• distressed & credit securities.
The Advisers in these general hedge fund sectors utilize a variety of investment strategies, including, but
not limited to, fundamental equity market neutral, risk and event arbitrage, distressed and stressed
securities, convertible bond arbitrage, capital structure arbitrage, systematic trading, fixed income arbitrage
and private investments. Investments may also be made with Advisers employing other investment
strategies involving stocks, bonds, futures, stock futures, forwards, swaps, options and other financial
instruments.
Ironwood seeks to diversify balance its investments in Investment Vehicles and Advisers within sectors and
across strategies in an attempt to offset the risks of other investments in sectors, strategies or the financial
markets as a whole. However, in allocating the Advisory Clients’ assets to the Investment Vehicles and
Advisers, Ironwood is not subject to any formal diversification requirements.
By seeking to invest with a diverse balanced group of Advisers that in turn utilize a diverse group of
strategies, Ironwood anticipates that the capital deployed within strategies by certain Advisers is not
expected to significantly correlate with investments undertaken by other Advisers, although there can be no
assurance that this will be the case. Ironwood anticipates that the Advisory Clients will generally have
investments in 15 to 30 Investment Vehicles at any given point. However, Ironwood reserves the right to
increase or decrease the number of Investment Vehicles and to revise its method of allocating capital to
them if, in the sole discretion of Ironwood, such changes are warranted. The IDF may invest directly in
Investment Vehicles and indirectly through investments in one or more Advisory Clients.
of clients. Explain whether clients may impose restrictions on investing in certain securities or types
of securities.
Ironwood does not tailor its advisory services to the individual needs of Investors and does not accept
Investor-imposed investment restrictions.
Ironwood may enter into arrangements or agreements with certain Investors (“Side Letters”) granting them
additional and/or different rights or terms than those set forth in the Advisory Clients’ offering documents.
Such rights may include, without limitation, greater portfolio transparency, or preferential fee terms,
including limits on aggregate fees charged. Except as required by applicable law, Ironwood is generally not
obligated to disclose Side Letter terms to other Investors or obtain their approval before entering into any
Side Letter. However, Ironwood will not enter into a Side Letter if it determines that the Side Letter would
have a material adverse effect on the other Investors in the relevant Advisory Client. Ironwood has not
entered into Side Letters with Investors that impose restrictions on investing in certain securities or types
of securities. In the future, Ironwood may enter into such Side Letters.
describe the differences, if any, between how you manage wrap fee accounts and how you manage
other accounts, and (2) explain that you receive a portion of the wrap fee for your services.
Not applicable. Ironwood does not participate in wrap fee programs.
discretionary basis and the amount of client assets you manage on a non-discretionary basis. Disclose
the date “as of” which you calculated the amounts.
As of December 31, 2023, Ironwood had approximately $6.717 billion of regulatory assets under
management, managed on a discretionary basis. Ironwood does not presently manage any assets on a non-
discretionary basis.