Steelhead Capital Management LLC

ITEM 5: FEES AND COMPENSATION

A.     Describe how you are compensated for your advisory services. Provide your fee
       schedule. Disclose whether the fees are negotiable.

Management Fees

Each investor in a Fund is charged an investment management fee (the “Management Fee”) by the
General Partner that is based on the aggregate capital commitments, invested capital or adjusted
capital contributions of limited partner investors, depending on the stage of a Fund’s lifecycle. The
amount of, and the manner and calculation of, the Management Fee is established through
negotiations between SCM and each Fund and is set out in each Fund’s Offering Documents. SCM
expects that Management Fees will be deducted from the capital called from each Fund investor’s
committed capital on a quarterly basis in advance and paid to SCM or the Fund’s General Partner.
The Management Fee is prorated for any period less than a calendar quarter for which it is payable.

Where a Fund’s Offering Documents calculate Management Fees based on the amount of capital
commitments, the amount of Management Fees generally will not be reduced based on reductions
in investment value, except where specified by relevant Offering Documents. As a general matter,
Management Fees will be payable during term extensions unless otherwise agreed with investors.

Carried Interest

In addition to the payment of ongoing Management Fees, a Fund (and indirectly the limited partner
investors) is also typically required to allocate to the General Partner of the applicable Fund a
carried interest based upon a percentage of a Fund’s return on invested capital. Co-investment
vehicles formed to facilitate a Fund’s investment will generally be subject to any carried interest.
For additional details about such performance-based compensation, please refer to Item 6 –
Performance-Based Fees and Side-by-Side Management.

Management Fees, carried interest, and/or any other compensation payable to the Adviser or its
affiliates are generally negotiated with a Fund’s limited partner investors and will depend on,
among other factors, the amount of capital committed to a Fund.

Waiver of Management Fees

The compensation described herein has been modified and differs from one Fund to another, as
well as among investors in the same Fund. The Management Fee and carried interest will generally
be reduced or waived in some circumstances in connection with the receipt by SCM or its related
persons of various fees paid by actual or prospective Fund portfolio companies or by certain
organizational or other expenses borne by such Fund. SCM also reduces or waives Management
Fees and/or the carried interest for investors affiliated with SCM and/or its members.

Directors Fees

SCM is entitled to receive and retain any and all fees received from or interests in any portfolio
company or any affiliate of any portfolio company that are paid or issued in exchange for SCM’s
services as a member of the board of directors or similar governing body of any such portfolio

company or affiliate (collectively, “Director’s Fees”). As specified in each Fund’s Offering
Documents, a percentage of such Director’s Fees will operate to reduce the Management Fee that
would otherwise be payable in respect of the next quarterly period, as determined by reference to
the quarterly period in which such amounts are paid or such interests are awarded, until the
Management Fee for such period is reduced to zero, then against each successive quarterly
payment of the Management Fee thereafter until the entire amount of the reduction has been
applied. Certain conditions apply in the event of co-investment or parallel investment vehicles
invested in such portfolio company. Any amounts that are not applied to offset the Management
Fee during the term of the Fund, but that remain outstanding at the end of the term of the Fund,
are generally distributed to limited partner investors at the end of the term of the Fund. See each
Fund’s Offering Documents for more information about fee offsets.

Consulting Fees, Break-Up Fees, Transaction Fees

Any and all consulting fees, break-up fees, transaction fees, advisory fees and other similar fees
(other than Director’s Fees or Administrative Fees, as defined below), received by SCM or its
affiliates from or related to any portfolio company will operate to reduce the Management Fee that
would otherwise be payable in respect of the next quarterly period, as determined by reference to
the quarterly period in which such amounts are paid, until the Management Fee for such period is
reduced to zero, then against each successive quarterly payment of the Management Fee thereafter
until such fees have been fully applied; provided, however, that, a percentage of less than one
hundred percent (100%) will be applied for this purpose to the extent that the General Partner
determines, in its sole discretion, that any such amounts are attributable to both the Fund and one
or more successor Funds, with such reduced percentage to be determined by the General Partner
by reference to the relative amounts invested in the applicable portfolio company (or affiliate
thereof) by the Fund and each applicable successor Fund. Any such fees that are not applied to
offset the Management Fee during the term of the Fund will be distributed to the limited partners
at the end of the term of the Fund. Notwithstanding anything to the contrary set forth in this
paragraph, the above-described reduction in the Management Fee shall not occur with respect to
any fee received from, or interests in, any portfolio company in which SCM and its affiliates have
invested (other than through the Fund) prior to the date of a Fund’s initial closing.

Fund Expenses

Except as set forth below in “Affiliate Transactions,” SCM is responsible for all of its own
administrative and overhead costs and expenses, including salaries, benefits, and rent. The Funds
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ITEM 7: TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

As noted in Item 4 – Advisory Business, SCM provides discretionary investment advisory services
to the Funds, which are clients of SCM. Limited partners of a Fund are not considered investment
advisory clients of SCM. Fund limited partners include high net worth individuals, other
investment entities, university endowments, family offices, trusts, estates or charitable
organizations or other corporations or business entities and often include, directly or indirectly, the
Principals or other employees of SCM and its affiliates and members of their families.

Investment minimums are set forth in each Fund’s Offering Documents. SCM will in certain
situations waive or reduce minimum investment requirements in its discretion and reserves the
right to decline any investor in its sole discretion.

Multiple Funds

The Adviser manages multiple investment funds and investments similar to those in which an
active Fund will be investing and when deemed appropriate will direct certain relevant investment
opportunities to those investment funds and investments. If other investment funds are formed, the
Principals and the Adviser’s investment staff will manage and monitor such investment funds and
investments. The Adviser believes that the investment of the Principals in a Fund, as well as the
Principals’ share of carried interest, operate to align, to some extent, the interest of the Principals
with the interest of limited partner investors, although the Principals have or will have economic
interests in such other investment funds and investments as well and receive Management Fees
and carried interests relating to these interests. Such other investment funds and investments that
the Principals control or manage may compete with an active Fund or companies acquired by a
Fund. New investments will be allocated in accordance with the Adviser’s allocation policies, and
as set forth in Fund Offering Documents.

Alternative Investment Vehicles

Any Alternative Investment Vehicle will contain terms and conditions substantially similar to
those of the Fund and will be managed by SCM. The profits and losses of an Alternative
Investment Vehicle generally will be aggregated with those of the Fund for purposes of
determining distributions by the Fund or such vehicle, unless SCM determines that such
aggregation would increase the risk of any adverse tax or other consequences. Any Alternative
Investment Vehicle will be responsible for its pro rata share of expenses, except that the costs and
expenses relating to such Alternative Investment Vehicle (including entity level taxes and
formation costs of such Alternative Investment Vehicle) shall be borne solely by the investors in
such entity.

Parallel Investment Entities

From time to time, SCM establishes one or more parallel funds or investment entities (each a
“Parallel Fund”) in either U.S. or non-U.S. jurisdictions to accommodate the investment
requirements of certain investors. Any such Parallel Fund generally will invest side-by-side with
the applicable Fund in all Fund investments on the basis of available capital, will contain terms
and conditions substantially similar to those of the Fund and will be managed by SCM. Any
Parallel Fund will be responsible for its pro rata share of expenses, except that each Parallel Fund
shall bear all expenses of its formation, operation and liquidation unless otherwise determined by
SCM in its sole discretion.

Feeder Funds

In addition, from time to time, SCM organizes one or more special purpose feeder fund vehicles
or uses alternative structures to address legal, regulatory, tax or other considerations particular to
any investor or class of investors (“Feeder Funds”). Any such Feeder Fund will be a limited partner
of the Fund (or of a Parallel Fund) and have no other activities.

SPACs

Except to the extent prohibited by Offering Documents, SCM and its personnel are permitted to
market, organize, sponsor or act in other capacities (including as director, founder, or manager)
for other pooled investment vehicles, accounts, or special purpose acquisition companies
(“SPACs”), and to receive compensation (including in the form of management fees, performance-
based compensation, founders’ equity, or similar interests) relating thereto.

ERISA

SCM intends to operate each Fund so that the assets of the Fund will not be considered “plan
assets” under ERISA or the Code. SCM is not undertaking to provide impartial investment advice,
or to give advice in a fiduciary capacity, in connection with any investment in a Fund by a benefit
plan investor. Each prospective investor subject to ERISA or the Code is urged to consult its own
advisors as to the provisions of ERISA and the Code applicable in an investment in a Fund.