Marlin Management Company LLC

ITEM 5. FEES AND COMPENSATION
       The following is a general description of fees, compensation, and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds may not charge certain fees, compensation,
or expenses that other Funds charge. The Fund Partnership Agreements describe fees,
compensation and expenses in greater detail.

       Pursuant to relevant Partnership Agreement, each General Partner receives a management
fee and a carried interest in connection with the provision of advisory services to the Funds. The
Executive Funds do not pay a management fee and are not subject to a carried interest. The General
Partners or other Marlin entities or affiliates receive additional compensation in connection with
management and other services performed for portfolio companies of the Funds and all or a portion
of such additional compensation generally will offset the Management Fees (as defined below)
otherwise payable to Marlin, as described in the Governing Documents. Investors in the Funds
also bear certain Fund expenses, as described below.

Management Fees

       Generally, a Main Fund during its investment period will pay the applicable General
Partner a management fee (the “Management Fee”), as specified in the Governing Documents,
on an annual basis of up to 2.00% of aggregate Main Fund investor capital commitments
(“Commitments”), with the exception of one Main Fund that will pay up to 2.25% of
Commitments on an annual basis. Payment of the Management Fee will be made partially in
advance and partially in arrears for a given Management Fee period. Generally, investors

participating in a closing after a Main Fund’s initial closing date bear the Management Fee from
the initial closing date, generally in addition to an interest component payable to Marlin or an
affiliate. Upon a date specified in the Governing Documents (the “Stepdown Date”), the
Management Fee will be reduced and will equal a percentage of the aggregate amount of capital
invested by the Fund (including, if specified in the Partnership Agreement of the applicable Main
Fund, funded with Fund borrowing) in portfolio companies that have not been disposed of or
completely written off for U.S. federal income tax purposes. The General Partners generally will
pay over to the Management Company a portion of the Management Fee. The Management Fee
will be payable to the General Partner until proceeds from all portfolio investments are distributed
or until the General Partner’s relationship with the applicable Fund is terminated for other reasons
(as described in the applicable Partnership Agreement). Installments of the Management Fee
payable for any period other than a full Management Fee determination period are adjusted on a
pro rata basis according to the actual number of days in such period.

        As specified in the Governing Documents, from the effective date of the relevant Main
Fund until the Stepdown Date, Management Fees generally will be charged based on a formula
tied to the amount of the relevant Main Fund’s aggregate Commitments. Further, after the
Stepdown Date, Management Fees generally will be charged and calculated based on a formula
tied to the amount of investment contributions (including, where applicable, a Fund borrowing
component (including interest expenses) and the amount of any capitalized Transaction Fees (as
defined below) or expenses) made by the relevant Main Fund relating to the Main Fund’s aggregate
investment(s) in its portfolio companies that have not been realized or completely written off for
U.S. federal income tax purposes (such investments, “Impaired Value Investments”). Due to
differences in the criteria set forth in their respective Governing Documents, in the event where
more than one Main Fund participates in an investment, there is the possibility that an investment
will become an Impaired Value Investment for purposes of one Main Fund’s Governing
Documents but not those of one or more other Main Funds.

        Under the Governing Documents, where the fair market value of a Main Fund’s remaining
investment in a portfolio company exceeds the total amount of investment contributions by the
Main Fund relating to such portfolio company, post-Stepdown Date Management Fees will
continue to be calculated based on the aggregate amount of applicable investment contributions in
such portfolio company. In addition, the Governing Documents do not require Management Fees
to be reduced or refunded following the occurrence of a write down, decrease (including a
significant decrease) in fair value or other event not constituting a complete realization, such as a
partial sale or disposition, reorganization, recapitalization (including recapitalizations involving
dividends), roll-over investment in connection with a sale or dividend distribution, except in the
case of investments meeting the relevant Impaired Value Investment standard under the Governing
Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of
an Impaired Value Investment is less than the total amount of investment contributions relating to
such Impaired Value Investment, then the amount of Management Fees otherwise payable relating
to such investment will be reduced solely based on the ratio of the fair market value of each
relevant remaining investment(s) as compared against the amount of total investment contributions
relating to such investment(s) as of the date of the relevant event.

       As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual investments

or of a Main Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs (whether temporary or permanent), except in the case of Impaired
...

ITEM 7. TYPES OF CLIENTS
       We provide investment advisory services to the Funds. The Funds are generally investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt private funds under the Investment Company Act. The underlying investors in the Funds
generally are either (i) accredited investors as defined under Regulation D of the Securities Act of
1933, as amended who also may be required to be a “qualified purchasers” or (ii) “knowledgeable
employees” as defined under the Investment Company Act, and include high net worth individuals,

banks or thrift institutions, other investment entities, university endowments, sovereign wealth
funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations
or other corporations or business entities. Our principals or personnel and their affiliates and
members of their families, members of MOGI or other Service Providers retained by Marlin or a
Fund, and executives of Fund portfolio companies may directly or indirectly invest in the Funds.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit one or more investors to participate in one or
more particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle managers generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

       The minimum investment amount in each Main Fund is stated in its Governing Documents
and generally ranges from $5 million to $10 million. The Heritage Europe Funds (as defined
below) generally have a minimum investment amount of €5 million or €10 million. The General
Partners have discretion to waive such minimum investment amounts and qualification
requirements at their discretion.