A. General Description of Advisory Firm
LL Funds, LLC (the “Firm” or “we”) was formed on March 16, 2009. The Firm primarily provides
advisory services on a discretionary basis to private investment funds. We also provide discretionary
investment advice on a separate account basis. The principal owner of the Firm is Roberto M. Sella.
In November 2018, we acquired a substantial interest in Ultra Capital, LLC (“Ultra Capital”). The
Firm and Ultra Capital Management Partners, LLC are Ultra Capital’s principal owners. Ultra Capital is a
Delaware limited liability company founded in December, 2014. Ultra Capital provides advisory services
on a discretionary basis to private investment funds. On October 10, 2019, Ultra Capital became a relying
adviser on our umbrella registration with the SEC.
B. Description of Advisory Services
We provide investment advice with respect to fixed income securities and mortgage-backed
securities, such as collateralized mortgage obligations, as well as other types of securities. Certain of our
Firm-sponsored private investment funds (the “Funds”) make investments in other asset-backed loans,
mortgage-related instruments, equities and equity-linked securities of loan originators, servicers and
other operating companies involved in the business of lending, or finance special situation loan portfolios
originated by high quality portfolio companies. Our Funds may purchase loans or hold securities whose
returns are derived from loans.
The Funds to which we provide advisory services are:
• LL Capital Partners I, L.P. (“LLCP I”),
• LL Capital Partners II, L.P. (“LLCP II”),
• LL Capital Partners II Parallel, L.P. (“LLCP II Parallel”)
• LL Capital Partners III, L.P. (“LLCP III”)
• LL Capital Partners IV, L.P. (“LLCP IV”)
• LL Mortgage Fund, L.P. (“LLMF”),
• LL Private Lending Fund, L.P. (“LLPLF”),
• LL Private Lending II, L.P. (“LLPLF II”)
• LLCP I Co-Invest (Dividend Finance), LLC (“DF Co-Invest”)
• LL Strategic Opportunities Fund, L.P. (“LLSOF”)
LLSOF is a Series based Delaware limited partnership. Each Series of LLSOF (each, a “LLSOF Series”)
has its own investment strategy and group of investors and owns its own portfolio of securities and is
operated as a separate partnership. LLCP I, LLCP II, LLCP II Parallel, LLCP III, LLCP IV, LLMF, LLPLF, LLPLF II,
and DF Co-Invest are Delaware limited partnerships.
We also manage LL Funds Offshore SPC, Ltd (“LLF Offshore Fund”) a segregated portfolio company
organized in the Cayman Islands, which is a limited partner in certain of our Funds. Each segregated
portfolio of LLF Offshore Fund (each, a “Segregated Portfolio”) has its own investment strategy, group of
investors and has an interest in a separate portfolio of securities. The sole active segregated portfolio of
LLF Offshore Fund invests substantially all of its assets in LLCP I (i.e., in a master/feeder arrangement).
From time to time, we may provide investment advice to newly formed private investment funds,
and newly formed segregated portfolios of LLF Offshore Fund. In this brochure, we sometimes use the
term “Fund Client” to refer to any private investment fund or a class, series, or segregated portfolio of a
private investment fund. We and Ultra Capital manage the assets of our and their respective Clients in
accordance with the investment strategies and restrictions (if any) of the Clients as set forth in their
respective governing documents and confidential private placement memoranda. All investment
decisions for a Client are the responsibility of the general partner of the Client (or directors of the Client
in the case of LLF Offshore Fund) and not of the investors therein except as expressly noted in this
Brochure. Investment decisions are not made for any specific investors in a Client.
In addition, from time to time, the Firm may manage assets of institutional investors such as
pooled investment vehicles on a separate account basis (each, a “Separate Account Client”). In this
Brochure, the term “Client” refers to any Fund Client or Separate Account Client. The Firm manages the
assets of Separate Account Clients
in accordance with the investment strategies and restrictions (if any)
of the Separate Account Clients as set forth in their governing documents and/or investment advisory
agreements with the Firm. Our Separate Account Clients may invest in a Fund Client or may invest in the
same investment assets as those in which the Fund Client invests, and may own additional investment
assets as well. In certain cases where our Separate Account Clients are invested in our Fund Clients, we
are required to pass through voting and other rights on a proportional basis and take action with respect
to their interests in such passed-through matters as directed by the investor in such Separate Account
Clients.
Neither the Firm nor Ultra Capital provides investment advice to individuals. Ultra Capital
provides management and advisory services to Funds holding investments in real assets.
Our acquisition of a substantial interest in Ultra Capital gave us access to an additional number of
investment professionals focused on investments into the real asset finance sectors, in particular
investments in sustainable infrastructure platform companies and project companies. Our Firm’s
personnel comprise a majority of the Board of Managers of Ultra Capital and, through two seats on Ultra
Capital’s 5 person investment committee, we provide investment advice with respect to Ultra Capital
Energy Transition Fund III, L.P., a Delaware limited partnership, and its related feeder funds (“Fund III”),
Ultra Capital Sustainable Infrastructure Fund II, LP, a Delaware limited partnership, and its related feeder
funds (“Fund II”), and Ultra Capital RAV I Follow-On Fund, LLC and its related feeder funds (“RAV I FOF”).
We share in the management fees and performance-based fees (i.e., carry) earned from Fund II and Fund
III.
Fund III accepts direct investments by U.S. taxable investors. Ultra Capital Transition Feeder Fund
III, L.P. is a Delaware limited partnership that serves as a pooling vehicle for U.S. tax-exempt and non-US
investors and is a feeder fund into Fund III. It generally will invest all of its investable capital in Fund III as
part of a “master-feeder” structure. Fund II accepts direct investments by U.S. taxable investors. Ultra
Capital Sustainable Infrastructure TE Feeder Fund II, L.P. is a Delaware limited partnership that serves as
a pooling vehicle for U.S. tax-exempt investors. It generally will invest all of its investable capital in Ultra
Capital Sustainable Infrastructure TE Intermediate Fund II, L.P., a Delaware limited partnership that will in
turn invest all of its investable capital in a limited partner interest in Fund II as part of a “master-feeder”
structure. An affiliate of Ultra Capital serves as the general partner of each of the foregoing entities (the
“Ultra Capital Governing Entities”). The Firm and its affiliates do not own interests in the Ultra Capital
Governing Entities.
Ultra Capital does not provide any investment management services to the Firm’s Clients.
However, certain investors in the Firm’s Clients may be invested directly or indirectly in Fund II and/or
Fund III. See Item 10 (Other Financial Industry Activities and Affiliations) at page 26 for additional
information.
References in this Brochure to “the Firm’s Clients” or “our Clients” means Clients which are
managed or advised by Firm personnel, and references to “Ultra Capital’s Clients” refers to Fund Clients
managed by Ultra Capital personnel. The Firm and Ultra Capital operate an integrated advisory business
under a single compliance program and Code of Ethics.
C. Assets Under Management
The Firm currently manages on a discretionary basis Clients which have approximately
$2,192,000,000 in asset value. The Firm does not manage any accounts on a non-discretionary basis. The
Firm manages one Separate Account Client on a basis which is partially discretionary (such amount is
included in the foregoing managed amount).
Ultra Capital currently manages, on a discretionary basis, Fund Clients which have approximately
$167,000,000. Ultra Capital does not manage any accounts on a non-discretionary basis and does not
provide advice to any Separate Account Clients.