GLL Investors LLC

5 – FEES AND COMPENSATION TO GLL AS FUND MANAGER.

GLL Investors

        GLL does not currently provide advice or services to separately managed accounts, nor
do any of its employees or Principals. Therefore, no other types of fees are charged to the
investors, side-by-side with the performance-based Incentive Fee. Therefore, there is no conflict
of interest between incentive fee paying clients and clients who do not pay an incentive fee.
        Due to the fact GLL receives an Incentive Allocation based on the performance of the
Funds, GLL may have an incentive to make riskier or more speculative Portfolio Fund
investments than would be the case in the absence of the Incentive Allocation. However, the
Incentive Allocation also aligns the investors’ interests with the Fund Manager’s interests on
financial returns.

        For income tax purposes, the Incentive Allocations paid to GLL are based on unrealized
as well as realized gains and losses. Consequently, Incentive Allocations could be made on
unrealized gains of the Funds that are never realized as actual gains by the Funds.

B.     Dual Layer of Fees and Expenses – GLL Manager and Portfolio Managers
         The GLL Funds may incur a dual layer of fees. The GLL Funds incur GLL’s
Management Fee and Incentive Allocation, while the GLL Funds also indirectly incur their pro
rata share of the management fees and incentive fees the Portfolio Managers charge to the
Portfolio Funds into which the GLL Funds invest. As a result of incurring dual layer of fees, the
GLL Funds’ expenses may constitute a higher percentage of its net assets than expenses
associated with other investment types that do not use a multi-manager approach. The
combined effect of this dual level of fees could have a material effect on investor performance
over time.

C.     Brokerage Trading Fees Incurred by Portfolio Funds
        Many of the strategies employed by the Portfolio Funds require frequent trading, which
could increase turnover in their securities holdings, and could increase brokerage commissions
and other transaction fees and expenses. GLL does not make any direct trades; therefore, the
trading commissions and fees, and frequency of trading disclosures do not apply to GLL itself.

ITEM 7 – TYPES OF CLIENTS
         GLL’s only business is providing fund management services and investment
management services to five fund-of-funds which invest into other Funds. GLL provides
investment advice by selecting and monitoring the underlying Portfolio Funds for investment by
GLL. GLL typically accepts the following types of investors into the GLL Funds: High net worth
individuals, their retirement plans, trusts, estates, businesses and business owners, and
institutional investors.

GLL Investors

      The qualification requirements for opening or maintaining an investment into one of the
GLL Funds are as follows:

       -- GLL Investors, L.P., for Accredited Investors. (A 3(c)(1) Fund)
       -- GLL Investors II, L.P., for Qualified Purchasers. (A 3(c)(7) Fund)
       -- GLL Investors Ltd, for U.S. Tax-Exempt Investors and for non-U.S. Accredited
       Investors. (A 3(c) (1) Fund)
       --GLL Health Sciences Fund, for Qualified Purchasers. (A 3(c)(7) Fund)
       --GLL Health Sciences Fund Ltd, for Qualified Purchasers. (A 3(c)(7) Fund)

ITEM 8.A – ANALYSIS METHODS AND INVESTMENT STRATEGIES

A.     Investment Objective of the GLL Funds
        GLL is a fund manager of five “fund-of-funds”, and uses a “multi-manager”, “multi-
strategy” diversified investment philosophy. GLL seeks to generate consistent capital
appreciation, with relatively low volatility, and little correlation to the equity and bond markets.
GLL aims to mitigate risk of loss to the investors through diversifying the GLL Funds’ investment
portfolios, by allocating assets among multiple Portfolio Managers, who collectively implement a
broad range of investment strategies. GLL seeks to provide predictable, less variable, returns
that are comparable to the stock market, without the market’s commensurate risk or volatility,
even under a wide range of market conditions. While a single investment manager or strategy
may achieve superior performance during a specific period or market cycle, a single manager or
strategy lacks diversification, and exposes the investment to higher risk.

        GLL applies the following analysis methods and investment criteria to its investment
strategies of its five Funds and takes the following steps to mitigate risks in investments into
Portfolio Funds it selects for investment by the GLL Funds.

B.     Analysis Methods & Investment Criteria for Investing In Portfolio
       Managers
        GLL manages five funds-of-funds, which typically invest the GLL Funds’ assets with
approximately 10 different Portfolio Managers, implementing a broad range of investment
strategies. GLL uses eight different uncorrelated strategies to select those Portfolio Managers.
GLL pools resources to allow investor participation in Portfolio Funds which have high minimum
investment requirements beyond the reach of most individuals, and even beyond the reach of
many family offices. GLL’s pooled investments into Portfolio Funds allow GLL Fund investors to
collectively make investments into Portfolio Funds that are often closed to new investors.

         GLL considers a number of factors in identifying and evaluating investment strategies
which may include, but are not limited to: A strategy’s historical returns during various market
cycles and economic environments; performance volatility and the variability of returns; the
liquidity of the financial instruments traded; the costs associated with implementing a strategy

GLL Investors

(including transaction costs and Portfolio Manager fees and expenses); the extent to which a
strategy’s performance may be expected to correlate with other strategies; and the effect of
including a strategy on the overall diversification of the Portfolio Funds’ holdings.

       1.      Selection of Portfolio Managers
        GLL selects Portfolio Managers on the basis of various qualitative and quantitative
factors which include a prospective manager’s reputation, experience, investment philosophy
and method of operation, organizational depth and key personnel, as well as the Portfolio
Manager’s clearing, execution and custodial relationships. GLL also may consider the Portfolio
Manager’s assets under management, performance history over various periods, rate of return
relative to apparent risk, performance correlation with various market indices, comparison with
other prospective managers implementing the same or similar investment strategy, fees
charged, and liquidity constraints.

       Although quantitative analysis is an important element in evaluating Portfolio Managers,
GLL’s subjective assessment of the ability and character of prospective Portfolio Managers
plays a significant role in the selection process. GLL may conduct evaluations based upon
personal meetings, reviews of performance records of the prospective manager and other
analyses, due diligence and investigations GLL deems appropriate.

         While many Portfolio Managers are established members of their industry, GLL may
select emerging Portfolio Managers based on an assessment of their potential and anticipated
stability.

       2.      Due Diligence on Portfolio Managers and Portfolio Funds
         GLL Principals personally meet Portfolio Managers, and GLL conducts thorough due
diligence and background checks on Portfolio Managers, before investing in a fund. GLL also
meets with, and observes, the Portfolio Fund’s key personnel while in operation at their place of
business. This is a description of GLL’s general investment approach and does not mean all
criteria are used in all cases. GLL confirms that the Portfolio Manager has invested a large
portion of its own personal net worth into the Portfolio Fund which seeks GLL’s investment. Our
personal investment criteria align the Portfolio Manager’s interests with those of the GLL Funds.

         GLL seeks to diversify across multiple Portfolio Managers invested in multiple
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