Linden Manager LLC

Item 5 – Fees and Compensation

Linden and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf, in each case
as applicable. The Funds are also responsible for bearing certain expenses as detailed below. The
specific manner in which Linden or its related entities charge fees is established and described in
greater detail in the Governing Documents of each Fund. Investors should refer to these Governing
Documents for a complete understanding of how Linden is compensated for its advisory services.
The information contained herein is a summary only and is qualified in its entirety by such documents.

Management Fees

Generally, on a semiannual (for the PE Funds) or quarterly (for the SC Funds) basis, Linden will
charge the Funds a fee for managing the portfolio (the “Management Fee”). These and other fees (as
described below) are ultimately paid either as a result of a capital call notice to investors, as a portfolio
company expense, as a Fund expense or deducted from distributions to investors. Given the long-
term nature of an investment in any private equity fund, there are substantial constraints on an
investor’s ability to withdraw and, therefore, it is rare for a Fund investor to fully withdraw from a

Fund before the end of, as applicable, each semiannual or quarterly period. However, if this were to
occur, generally through a private sale of a partnership interest, the Management Fee is treated as
earned and is not refunded.

In general, each Fund pays Linden or an affiliate a Management Fee of up to 2% of non-affiliated
investor committed or invested capital, depending on the life cycle of the Fund.

For the PE Funds, Linden receives a Management Fee of 2% of non-affiliated investor commitments
for the period of time during which each Fund is making new investments; thereafter, the Management
Fee is equal to 2% of each non-affiliated investor’s investment contributions (plus amounts borrowed
in anticipation of additional investment contributions) with respect to investments that have not been
disposed of or permanently written off for U.S. federal income tax purposes, in each case as subject
to various other factors as detailed in the relevant Fund Governing Documents.

For the SC Funds, Linden receives a Management Fee of up to 1.5% of aggregate non-affiliated
investor commitments, subject to various other factors as detailed in the relevant Fund Governing
Documents.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write downs, except in
the case of investments permanently written off for U.S. federal income tax purposes. Permanent
write-down determinations are made in the discretion of the valuation committee in accordance with
the relevant Governing Documents and the Firm’s valuation policy. Except where the Governing
Documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in
part) in the case of partial distributions (e.g., those resulting from a dividend recapitalization), partial
sales, reorganizations, restructurings, roll-over investments or similar transaction, in each case, in
circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and even in cases where the value of such Fund’s investment or ownership percentage in a portfolio
company has been reduced as a result of such transaction. During the step-down period, a Fund’s
borrowings are generally taken into account for purposes of calculating the Management Fee, as
provided in each Fund’s Governing Documents. In most circumstances, the post step-down
Management Fee base will be calculated based on the amount of investment contributions and
guarantees or other obligations, including capitalized transaction-specific fees and expenses of
unrealized investments, such as transaction fees charged by Linden in connection with the investment,
which poses a conflict of interest in that the inclusion of such fees and expenses results in a higher
Management Fee than if such transaction fees and expenses were not capitalized into the asset base.
In the case where an investment has been written off for U.S. federal income tax purposes or is no
longer in the portfolio, the investment is not included in the invested capital fee base.

All Management Fees were negotiated with each Fund’s investors during the fundraising period of the
applicable Fund and are generally not subject to negotiation thereafter. Investors participating in a
subsequent closing after the initial closing of a Fund are responsible for paying the Management Fee

as of the date of the effective date of such Fund, plus interest, as applicable. Management Fees are
payable during term extensions unless otherwise notified to investors. Management Fees are no longer
charged to Fund II and Fund III investors.

The General Partners are permitted, in their sole discretion or as directed in the Governing
Documents, to reduce or waive all or a portion of the Management Fee. Management Fees can differ
from one Fund to another as well as for investors in the same Fund. For example, investors in the
Opportunities Fund, Executive Funds and Co-Investment Fund pay a reduced or no Management
Fee. Further, Management Fees are generally waived for Linden employees (including employees
investing through a General Partner) and can be waived for affiliates, Operating Partners and their
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Item 7 – Types of Clients

Linden provides portfolio management services to its private fund clients, the Funds, which are
exempt from registration under the Investment Company Act of 1940, as amended, and the rules and
regulations promulgated thereunder (“Investment Company Act”). The Funds limit their respective
investors to those who are “accredited investors” as defined under Regulation D of the Securities Act
of 1933 and “qualified purchasers” or “knowledgeable employees” each as defined in the Investment
Company Act. The Funds generally have a minimum investment amount of $5.0 million for third-
party investors, which has on occasion been reduced in the applicable General Partner’s sole
discretion. Investors in the Funds must meet certain suitability and net worth qualifications prior to
making an investment in the Funds.

The Funds are not registered or required to be registered under the Investment Company Act, are not
made available to the general public, their securities are not registered or required to be registered
under the Securities Act of 1933, and Fund interests are privately placed to qualified investors.
Qualified investors include individuals or entities to which Fund interests are permitted to be sold,
which generally includes (i) in the United States, people or organizations who meet certain net worth,
income and/or financial sophistication requirements as described above or (ii) in other countries, as
permitted by the relevant securities laws in such jurisdiction and in compliance with any foreign
offering provisions applicable to Linden and/or the Funds.

Investors in the Funds include a broad range of U.S. and non-U.S. investors, including, among others,
corporations, sovereign wealth funds, insurance companies, pension and profit-sharing plans,
charitable institutions, foundations, endowments, municipalities, trust programs, foreign funds, fund
of funds, high net worth individuals, and other U.S. and international institutions. In addition,
employees, Operating Partners and other persons associated with Linden have made capital
commitments to the Funds.

On occasion, Linden offers co-investment opportunities for certain investors to invest alongside a
Fund in certain Fund portfolio companies. As referenced in Item 4 above, co-investments are typically
structured as a direct investment by certain investors into a portfolio company or its holding or
operating company or less frequently, have been structured as an SPV. When structured as an SPV,
Linden considers the investment to be a Fund client, identifies the SPV in its Form ADV Part 1,
Schedule D, Section 7.B.(1), obtains an audit for the SPV, reserves the ability to charge Management
Fees or Carried Interest on such SPV (subject to the SPV’s Governing Documents), and includes the
amount of assets of such SPV in the Firm’s regulatory assets under management. In the case of direct
co-investments, Linden does not consider the co-investment to be a Fund or a client, does not act as
the investment manager to the co-investment portion of the investment, does not charge Management
Fees or Carried Interest to the co-investment, does not have custody of the co-investment and does
not include the amount of assets of the co-investment in the Firm’s regulatory assets under
management. In such direct co-investment opportunities, Linden will perform management, advisory
and other services for the portfolio companies in which these co-investors invest, generally at no cost

to such co-investors except portfolio fees and expenses (which such expenses are recorded at the
portfolio company). Opportunities to participate in co-investment transactions arise when Linden
has the opportunity for an investment in an existing or prospective portfolio company and determines
that (i) an investment requires additional capital, (ii) all or a portion of the applicable opportunity is
not required to be offered to a Fund, (iii) the full investment opportunity is not appropriate for a
Fund, whether due to concentration restrictions contained in the Fund’s Governing Documents or
otherwise or (iv) Linden believes the Fund will benefit from the participation of the co-investor(s).

Linden will select the investors that are permitted to co-invest in a particular portfolio company in its
sole discretion based on various factors, including those detailed in its Governing Documents and as
outlined in its internal policies and procedures. While one or more investors in the Funds are on
occasion invited to co-invest in a Fund’s portfolio company, Linden is authorized in its sole discretion
to offer any or all of a co-investment opportunity to investors that are not investors in the Funds. Co-
investment opportunities are made available to certain Fund investors and third parties, including
without limitation, management or founders of the applicable portfolio company, strategic investors,
lenders, deal sources, other private equity or venture capital firms, Operating Partners and other
persons or entities affiliated, associated or otherwise known to Linden. Such determinations are based
on the provisions of the applicable Fund’s Governing Documents, side letter agreements, agreements
with lenders and such other factors as Linden considers in its sole discretion, including those specified
from time to time in its policies and procedures on investment allocation and co-investment.
Additionally, certain individuals who source transactions or provide financing to a transaction have in
the past and are expected in the future to negotiate co-investment rights or co-investment priority
rights as a component of their compensation or other arrangements with the relevant Fund(s). In
certain cases, determinations to allocate such amounts or investment opportunities to vendors or
service providers will be made prior to the determination of the availability of opportunity for other
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