LL Funds LLC

Item 5:         Fees and Compensation

          A.    Advisory Fees and Compensation

          1.    Fund Clients

         As compensation for our investment advisory services, the Firm is paid a management fee from
its Clients. With respect to the management fees payable by the Firm’s Fund Clients, an invoice for the
management fees payable by such Fund Client is calculated and prepared by a third-party administrator.
The management fee due is then deducted from the respective custody account of the Fund Client.

        The specific terms for the compensation of the Firm by Clients are dictated by the Clients’
offering documents, limited partnership agreement and Management Agreement. The management
fee payable by our Fund Clients is not negotiable. However, the general partner, in its sole discretion,

may waive the management fee with respect to any of our Fund Clients or with respect to any investor in
a Fund Client, in whole or in part. To the extent they are invested in any of the Firm’s Fund Clients, the
Firm’s principal and other employees pay no management fees.

        If a principal, operating partner, employee or other personnel of the Firm or its affiliate serves as
an officer or employee of a portfolio company of Fund Client (or such portfolio company’s affiliate), and
receives all or a portion of his or her compensation from such portfolio company (or affiliate), neither the
General Partner of the Fund Client nor the Firm will be responsible for such compensation and the
management fee received from the Fund will not be reduced by reason thereof.

         As compensation for its investment advisory services, Ultra Capital is paid a management fee. The
management fee payable by Ultra Capital’s Fund Clients is not negotiable. However, the general partner,
in its sole discretion, may waive the management fee with respect to any of Ultra Capital’s Fund Clients
or with respect to any investor in an Ultra Capital Fund Client, in whole or in part. With respect to the
management fees payable by Fund Clients managed by Ultra Capital, an invoice for the management fees
payable by such fund is calculated and prepared by a third-party administrator. The management fee due
is then deducted from the respective custody account of the Fund Client.

        2.      Separate Account Clients

         As compensation for the Firm’s investment advisory services to Separate Account Clients, the Firm
is paid a management fee which is negotiated with the particular investor. Generally, these management
fees are payable in arrears on a monthly or quarterly basis. We generally charge a management fee that
is a percentage of contributed capital or net asset value of the Separate Account Client that is under the
Firm’s management. Currently, we have one Separate Account Client. We do not have a set fee schedule
for Separate Account Clients generally. When a Separate Account Client invests in a Fund Client, the
Separate Account Client will not bear management fees other than those charged at the Fund Client level,
unless expressly agreed to by the investor (or investors) comprising the Separate Account Client.

        B.      Additional Fees and Expenses

        1.      Fund Clients

         Generally, each Fund Client bears all of its operating expenses (including, but not limited to, fees
and expenses relating to organization of the Fund Client, offering of interests in the Fund Client, and the
Fund Client’s operations, investments, fund administration, custody, audit, tax return preparation and
legal counsel). Investors in each Fund Client are allocated their pro rata share of such Fund expenses.
Each Fund Client may also incur brokerage and other transaction costs. See Item 12 below (Brokerage
Practices) on page 29 for additional information about these costs. The Firm and Ultra Capital pay the
salaries, benefits, and costs of office space and facilities for their respective personnel.

        Please refer to the Fund Client’s Offering Documents to learn more information regarding those
Fund Clients that are a follow-on investment that incur two levels of expenses (other than Management
Fees). The follow on investment Fund Clients will incur expenses at the Fund Client level as well as any
expenses that may pass through to follow on funds with respect to their investment in such Fund. See

Item 7:         Types of Clients

          A.    LL Funds

        The Firm provides investment advice to pooled investment vehicles and other institutional
investors. We may provide investment advice to these Clients as the primary investment adviser or as a
sub-adviser. With respect to any Fund Client, we do not require any minimum account size in order to
provide investment advice to the Fund Client. The Fund Clients offered to investors have not been
registered with the Securities and Exchange Commission (the “SEC”) or with any state securities
commission or any other regulatory authority. The Fund Clients are being offered only to qualified
investors in reliance upon an exemption from the registration requirements of federal and state securities
laws and cannot be resold unless they are subsequently registered under such laws or unless an
exemption from registration is available.

         Fund Clients generally have a specified minimum investment amount as set forth in their offering
materials, disclosure documents and/or governing documents. The general partner of a Fund Client, in
its sole discretion, may reduce, waive or change the minimum capital commitment requirement on an
individual basis, without the obligation of providing the same reduction, waiver or change to any other
investor.

         Prospective investors of each of the Firm’s Fund Clients must meet certain qualification
requirements that are set forth in the offering materials and subscription agreements for the applicable
Fund. These qualifications include income and net worth minimums along with prior investment
experience and financial sophistication. As a condition of an investors investment in a Fund Client,
investors will be required to represent that such investor is familiar with and understands the terms of
the offering, is able to assume the risks incident to a purchase of an interest in Fund Client and is acquiring
an interest for its own account for investment and not with a view to the resale or distribution thereof.
Investors should be aware that they may be required to bear the financial risks of the investment for an
indefinite period of time.

       Currently, the Firm has no minimum amount for assets which we will manage on a Separate
Account Client basis.

          B.     Ultra Capital

         Ultra Capital provides investment advice to pooled investment vehicles. With respect to any Fund
Client, Ultra Capital does not require any minimum account size in order for it to provide investment
advice to them.

        Prospective investors of each Fund Client of Ultra Capital must meet certain qualification
requirements that are set forth in the offering materials and subscription agreements for the applicable
Fund Client. These qualifications include income and net worth minimums along with prior investment
experience and financial sophistication.