SEC Division of Investment Management staff letter: Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC

SHEARMAN & STERLINGur
599 LEXINGTON AVENUE I NEW YORK I NY I 10022-6069 WWW.SHEARMAN.COM I T +1.212.848.4000 I F +1.212.848.7179 April 18, 2017 Via Electronic Mail Division of Investment Management United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Douglas J. Scheidt, Esq. Re: Closed-end master-feeder funds: share and tender offer registration fees Dear Mr. Scheidt:
We write with a matter of interest to closed-end funds that are organized as master-feeder funds registered under the Investment Company Act of 1940 ("1940 Act") and with shares registered under the Securities Act of 1933 ("1933 Act"). In particular, we respectfully request that the staff (the "Staff") of the Division of Investment Management of the Commission advise us that the Staff would not recommend enforcement action under Section 6(b) of the 1933 Act1 or Section 13(e) of the Securities Exchange Act of 1934 (the "1934 Act") and Rule 0-11 thereunder2 against Ironwood Multi-Strategy Fund LLC ("Feeder Fund") or Ironwood Institutional Multi-Strategy Fund LLC ("Master Fund," and, together with Feeder Fund, the "Funds"), if, as described below, Feeder Fund does not pay registration fees on shares sold to the public or tender offer registration fees on shares it repurchases from the public. 2
Section 6(b) of the 1933 Act requires that applicants filing a registration statement under the 1933 Act
must pay a fee based on the maximum aggregate price of the securities offering at a rate as published in the Federal Register and adjusted each fiscal year to meet certain statutory target fee collection amounts. Under Section 13(e)(l) of the 1934 Act, an issuer which has a class of equity securities registered under the 1934 Act, or which is a closed-end investment company registered under the 1940 Act, may be required to file a statement in connection with its purchase of any equity security issued by it. In such case, Section 13(e)(3) of the 1934 Act and Rule 0-11(b) thereunder requires that the issuer pay a filing fee based on the value of securities proposed to be purchased at a rate equal to the rate applicable under
Section 6(b) of the 1933 Act.
NYDOCSOl/1661627.8 1