Linden Advisors LP

ITEM 5 – FEES AND COMPENSATION

Our fee structure for the Class A and B interests of the Domestic Fund and Class A and B shares of the
Offshore Fund consists of (1) an annualized 1.25% management fee and (2) a 15% incentive/performance
fee on a high water mark basis and subject to a “soft hurdle”. Our fee structure (a) for the Class C and D
interests/shares is the same as above, except that the management fee is an annualized 2.0% rather than
1.25%, and (b) for the Class E and F interests/shares is the same as for Class A and B, except that the
incentive/performance fee is 20% (with soft hurdle) rather than 15% (with soft hurdle). Linden receives
the incentive fees paid by the Offshore Fund and the General Partner receives the performance allocation
from the Domestic Fund. The relevant private offering memorandum provides further details regarding our
fee structure. Prior to January 1, 2024, our feeder funds had a “hard hurdle”, where annual incentive
compensation was based only on the portion of gains that exceeded the aggregate of the high water mark
and the hurdle. Starting January 1, 2024, the feeder funds’ annual incentive compensation has been
calculated using a “soft hurdle”, where the incentive compensation is based on the entire amount by which
gains exceed the high water mark as long as the fund’s net rate of return matches or exceeds the hurdle rate
(such compensation to be limited to the extent necessary to ensure that net investor returns don’t fall below
the hurdle rate). This hurdle rate is based on the one-month U.S. Treasury Bill Rate.

With respect to each class of shares/interests, at the beginning of each month, we withdraw from each of
the Domestic Fund and Offshore Fund a management fee equal to 1/12th of 1.25% (2.0% in the case of
Class C and D shares/interests) of the aggregate net asset value attributable to the management fee-paying
investors, and a pro rata portion of the management fee is automatically charged to the account of each such
investor.

In addition, subject to a high water mark loss carry-forward provision and a soft hurdle, an incentive fee of
15% (20% in the case of Class E and F shares/interests) of the net appreciation of the account of each fee-
paying investor is charged to and automatically deducted from such account at the end of each fiscal year
and upon any interim withdrawal of capital by, or other distribution of funds to, the investor. Such net
appreciation of an account generally takes into account both realized gains and losses and unrealized
appreciation and depreciation of securities held in the applicable fund’s portfolio. Generally, any net
depreciation of an investor’s account in a fiscal year is carried forward so that no incentive fee is charged
to such investor unless the losses have been recouped, subject to certain adjustments, as more fully
described in the applicable fund’s offering memorandum.

We reserve the right to impose different fees on future investments.

With the consent of the investor, we have the right to waive fees or impose different fees or otherwise
modify the fee arrangements of an existing investor.

It should be noted that Linden’s employees and affiliates invest in the Funds and generally do not pay
management fees or performance fees.

With respect to the Accounts, we receive the type of fees that are substantially similar to the type paid by
the Funds (i.e., fees based on assets under management and performance), and the method for compensation
is set forth in the applicable Account Agreement. Each Account Agreement was individually negotiated
and contains terms that are different from those applicable to Fund investors. The Account holder is
generally billed quarterly for fees based on assets under management and is generally billed annually for
fees (when applicable) based on performance.

We deduct fees from investor assets in the Funds. Investors in the Funds (“Investors”) do not have the
ability to choose to be billed directly for fees. Management Fees are generally deducted monthly in advance
and performance-based fees (if applicable) are generally deducted annually.

The Funds are responsible for, among other things, brokerage and transaction costs. Please refer to Item
12.

The Funds compensate the Administrator for such customary fees for its services as we negotiate from
time-to-time. The Administrator is also entitled to certain miscellaneous fees and reimbursement from the
assets of the Funds for all out-of-pocket expenses incurred by the Administrator for the benefit of the Funds.

The Offshore Fund compensates members of its board of directors, except for the member who is affiliated
with Linden, for their services and also reimburses the members of the board for reasonable expenses
incurred on behalf of the Offshore Fund or in carrying out their obligations to the fund. One of these board
members is also a member of our Bermuda law firm, Wakefield Quin, which may give rise to a conflict of
interest given that the interests of the Bermuda law firm in providing services to us or the Funds may not
always be aligned with the interests of the Investors.

The Funds bear their own organizational, operating and other expenses of any nature related to the business
of the Funds.

The feeder funds’ costs include, but are not limited to, the fees and expenses of auditors and legal advisors
(and to Linden in connection with the performance of its activities on behalf of the feeder funds or the
Master Fund as applicable), administrative fees and expenses, “partnership representative” expenses for the
Domestic Feeder, accounting expenses, expenses relating to offering documents and regulatory reports and
statements, tax-related expenses, including expenses associated with the preparation of tax information and
documentation (e.g., for U.S. investors, and for investors in select foreign countries), governmental fees in
...

ITEM 7 – TYPES OF CLIENTS
We provide investment advisory services to pooled investment vehicles operating as private investment
funds and to separately managed accounts. When we deem appropriate for a large or strategic investor, we
may in the future establish additional separately managed accounts or other investment vehicles, which
could be subject to terms and fees that are different from the terms and fees currently applicable to the
Funds and the Accounts. Agreements with separately managed accounts are individually negotiated and
generally are subject to significant account minimums.

Each Investor must meet certain eligibility provisions: interests/shares in our feeder funds are generally
offered to (A) U.S. Investors who are (i) accredited investors within the meaning of Regulation D of the
Securities Act of 1933, as amended (“Accredited Investors”) and (ii) qualified purchasers within the
meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (“Qualified Purchasers”)
and (B) non-U.S. Investors. Investments in the Funds are subject to a minimum investment of $5,000,000
per Investor, subject to waiver at our discretion.

The Account Agreements were individually negotiated and, as a general matter, any separately managed
account arrangements are subject to a significant minimum investment.

With respect to Accounts, the Account holder may be subject to less stringent liquidity restrictions by
contract than are investors in the Funds. Further, while the agreement between Linden and the holder of
any such Account may limit the ability of such holder to terminate the agreement, such holder always has
the ability to assume control over the Account and to liquidate positions in the Account on a nearly real-
time basis. In the case of a large Account, such liquidations could have an adverse effect on the Funds. In
addition, the holder of an Account has an inherent ability to see all positions in the Account. Accordingly,
Linden's advising an Account pursuing the same or substantially the same strategies as the Master Fund
involves some of the same risks as having an investor in the Funds with more immediate transparency and
liquidity.