Ironwood Capital Management Corp

ITEM 5 – FEES AND COMPENSATION
Item 5.A – Describe how you are compensated for your advisory services. Provide your fee schedule.
Disclose whether the fees are negotiable.
Ironwood typically charges fees that are based upon a set percentage of assets under management. Detailed
disclosure about the fees and other expenses applicable to an investment in an Advisory Client is provided
in such Advisory Client’s offering documents, including any supplements, provided to each Investor and
prospective Investors. Such documents should be reviewed carefully prior to making an investment in an
Advisory Client.
The Funds
Investors compensate Ironwood by an asset-based management fee of 1.45% per annum of each Investor’s
assets invested in the applicable Fund, payable quarterly in arrears.
Ironwood pays the Funds’ ongoing ordinary administrative and operational costs, including legal costs,
accounting and audit costs, filing costs, Directors’ fees, Administrator fees and communication expenses.
In lieu of direct reimbursement, Ironwood receives a monthly operating expense fee (the “Operating
Expense Fee”) equal to 1/12 of 0.25% of the Net Asset Value of each class or series of Shares as of the last
business day of each calendar month (a 0.25% annual rate). The Operating Expense Fee accrues monthly
and is paid quarterly in arrears, as of the last business day of the fiscal quarter in which it accrues. The
Operating Expense Fee is pro rated for partial periods. The Operating Expense Fee paid to Ironwood in
recent years has materially exceeded the amount of the Funds’ operating expenses actually paid by the
Ironwood. Should the Funds’ net asset value remain at or near its current level, Ironwood expects that the
Operating Expense Fee paid to the Ironwood will continue to materially exceed the Funds’ operating
expenses actually paid by Ironwood. Nonetheless, Ironwood believes that an asset-based Operating
Expense Fee is beneficial in that it provides more certainty to Shareholders as compared to bearing actual
operating expenses, which could be higher under certain circumstances, such as materially increased
operating expenses and/or materially reduced net asset value of the Funds. Please see item 5.C below for
additional information about expenses paid by the Funds.
Ironwood may, in its discretion, waive all or a portion of the management fee and/or Operating Expense
Fee payable by an Investor or charge different fees without waiving such fee or Operating Expense Fee or
charging different fees for any other Investor. Principals, employees and certain affiliates of Ironwood
currently invested in the Funds are not charged the asset-based fees described above.
The Companies
The Master Company pays to Ironwood, as compensation for its investment advisory services, a fee (the
“Advisory Fee”). The Advisory Fee is 1.20% per annum of the net asset value of the Master Company,
accrues monthly and is payable quarterly in arrears. The Feeder Company does not pay an Advisory Fee.
In addition, the Feeder Company pays to Ironwood an account servicing fee (the “Account Servicing Fee”)
of 0.75% per annum of the net asset value of each Investor’s assets, accrues monthly and is payable
quarterly in arrears.
The Companies’ fees are not negotiable.

The IDF
Investors compensate Ironwood by an asset-based management fee of 1.20% per annum of each Investor’s
assets invested in the IDF, payable quarterly in advance.
The IDF’s general partner has the authority to establish different management fees for different limited
partnership interests in the IDF.
IT IS IMPORTANT THAT INVESTORS REFER TO THEIR RESPECTIVE ADVISORY CLIENT’S
GOVERNING DOCUMENTS FOR A COMPLETE UNDERSTANDING OF HOW IRONWOOD IS
COMPENSATED FOR ITS ADVISORY SERVICES. THE INFORMATION CONTAINED HEREIN IS
A SUMMARY ONLY AND IS QUALIFIED IN ITS ENTIRETY BY THE RELEVANT ADVISORY
CLIENT’S GOVERNING DOCUMENTS

Item 5.B – Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If
clients may select either method, disclose this fact. Explain how often you bill clients or deduct your
fees.
Ironwood deducts applicable fees from the account of each Investor in the Funds and in the IDF. The
Companies pay fees to Ironwood directly. The management fee may be charged at either the master or the
feeder level (but without any duplication). Such fees are calculated and deducted by an independent third-
party administrator. Investors do not have the ability to choose to be billed directly for fees incurred.
IT IS IMPORTANT THAT INVESTORS REFER TO THEIR RESPECTIVE ADVISORY CLIENT’S
GOVERNING DOCUMENTS FOR A COMPLETE UNDERSTANDING OF HOW IRONWOOD IS
COMPENSATED FOR ITS ADVISORY SERVICES. THE INFORMATION CONTAINED HEREIN IS
A SUMMARY ONLY AND IS QUALIFIED IN ITS ENTIRETY BY THE RELEVANT ADVISORY
CLIENT’S GOVERNING DOCUMENTS.

Item 5.C – Describe any other types of fees or expenses clients may pay in connection with your
advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will incur
brokerage and other transaction costs, and direct clients to the section(s) of your brochure that
discuss brokerage.
The Funds
Ironwood pays all ongoing ordinary administrative and operational costs of the Funds and Ironwood,
including the Funds’ administrator’s fees, employees’ salaries, office rent, travel costs, quote machine rent,
computer and equipment costs, telephone bills, office supplies, research and data costs, legal costs,
accounting costs, filing costs and communication expenses. The Funds pay any extraordinary operating
expenses directly. As described in Item 5.A above, in lieu of direct reimbursement, Ironwood receives a
monthly Operating Expense Fee equal to 1/12 of 0.25% of the Net Asset Value of each class or series of
Shares as of the last business day of each calendar month (a 0.25% annual rate). The Operating Expense
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ITEM 7 – TYPES OF CLIENTS
Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.
As described in Item 1.A, Ironwood offers investment advisory services to certain private investment funds
and registered investment companies (i.e., pooled investment vehicles) using a “fund-of-funds” strategy.
In the case of the Funds, the minimum initial investment is $1,000,000, subject to waiver by Ironwood.
In the case of the Companies, the minimum initial investment is $50,000, subject to waiver by Ironwood.
In the case of the IDF, the minimum initial investment is $500,000, subject to change in the discretion of
the general partner of the IDF.
The Funds and the IDF do not have a minimum account size. The Companies’ minimum account size
generally is $25,000.
The Funds and the IDF offer interests/shares only to certain qualified Investors and admission to the Funds
and the IDF is not open to the general public. Interests/shares in the Funds are sold only to qualified
Investors who are “accredited investors” under Rule 501 of Regulation D of the U.S. Securities Act of 1933,
as amended (“Accredited Investors”), and “qualified purchasers” as such term is defined in Section 2(a)(51)
of the Investment Company Act. Interests in the IDF are available only to insurance company investors on
behalf of certain of their segregated separate accounts for owners of variable life insurance and variable
annuity contracts. While an insurance company, not a policy owner, will become a limited partner in the
IDF, it is expected that policy owners will be able to allocate a portion of their investment held in the
separate account to the IDF as one of the investment options of the policies.
The Companies only offer units to certain Investors and admission to the Companies is not open to the
general public. Units in the Companies will only be sold to Investors who are either (i) natural persons who
are an Accredited Investors or (ii) non-natural persons that are “qualified clients” under SEC Rule 205-3 of
the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”).