Steelhead Partners LLC

Fees and Compensation
Steelhead generally receives an annual asset-based fee from each Fund and separate account that it
manages (with respect to Funds, this amount is generally 1% per annum of the value of the Fund’s
assets under management). In addition, Steelhead or an affiliate (i.e., Steelhead Navigator GP, LLC or
Steelhead Pathfinder GP, LLC) is entitled to a special allocation of profits experienced by the investors
in the Funds (also referred to as an “incentive allocation”). The incentive allocation is generally
calculated and paid annually, generally in an amount equal to 20% of the profits (realized and
unrealized), if any, from the performance of the Funds. An incentive allocation is also calculated and
allocated upon an investor’s withdrawal or redemption from a Fund, but only on the amount withdrawn
or redeemed. Payment of the incentive allocation is subject to a “high water mark” (paid only after
losses, if any, have been recovered). In addition, in Steelhead’s convertible bond strategy Funds, the
incentive allocation is subject to a 5% hurdle rate (paid to the extent the Fund exceeds a 5% return on
an investor’s investment each year). Steelhead’s fundamental value strategy Funds are currently in
liquidation and as of January 1, 2022, no management fees are being charged (or incentive allocations
made) on these Funds. Fee terms for separate accounts are negotiated on a case-by-case basis. Separate

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The Brochure

accounts generally pay Steelhead a management fee as described above, and some separate accounts
may also pay (in addition to the management fee) a performance-based fee (an “incentive fee”). See
“Performance Based Fees and Side-by-Side Management” below for the conflicts of interest involved
in managing both performance-fee-paying accounts and management-fee-only accounts. As a general
matter, fees and other compensation are negotiable in certain circumstances and arrangements with
particular investors or clients may vary. For a complete description of terms and conditions granted to
certain Fund investors that may be additional to or differ from those generally offered, investors or
prospective investors should refer to the relevant Fund’s confidential offering memorandum.

Management fees are typically deducted from the Funds’ accounts on a monthly or, in some cases,
quarterly basis, and incentive allocations, if any, are made on an annual basis and upon an investor’s
withdrawal or redemption from a Fund. Separate account fees will be deducted or billed in accordance
with the specific arrangement with the client.

In addition to Steelhead’s investment management fees and incentive allocations, each Fund also bears
(either directly or through its pro rata share of the expenses of the master fund in which the Fund is
invested, if any) all expenses incurred in connection with its (or such master fund’s) operation and
administration. These expenses include, among other things, investment and trading-related expenses
such as brokerage commissions, order management systems and broker communication systems;
interest on margin and other borrowings; borrowing charges on securities sold short; custodial fees;
research and other due diligence expenses of Steelhead, including research-related computer hardware,
software and other services (such as news services or newsletters, quotation equipment, research
databases and artificial intelligence tools) and research-related travel costs and travel-related expenses
(including in connection with attending professional investment and industry-specific conferences and
which may include first class travel in appropriate circumstances); fees of pricing services; fees of the
Fund’s administrator; outside legal fees (e.g., fees paid to Steelhead’s counsel for services for the benefit
of the Fund or master fund); accounting and audit fees and expenses and other professional fees;
governmental and regulatory fees and taxes (including filing, registration, renewal and agent fees for the
Fund and the master fund); independent directors’ fees (and government registration and renewal fees
for affiliated directors); investment adviser/investment fund management and professional liability
insurance premiums; costs of investor meetings and other communications with Fund investors; costs
of electronic subscription systems and all other reasonable costs related to the management and
operation of the Fund and master fund, or the purchase, sale or transmittal of its assets.

In addition to Steelhead’s investment management or other fee, separate account clients typically also will
agree to bear administrative, custodial, brokerage, research and similar transaction costs or expenses
associated with the account. Separate account clients typically enter into agreements for services with third
party service providers (e.g., administrators, custodians and prime brokers) separately from the
agreements that Steelhead has put in place for the Funds.

Please see “Brokerage Practices” in this brochure for further information on brokerage practices and
arrangements that may relieve Steelhead from certain costs and expenses.

Funds pay management fees in advance (i.e., based on the relevant Fund’s assets at the beginning of
the monthly or quarterly period for advisory services rendered during that period). Since investors
generally are not permitted to redeem from a Fund intra-month, investors do not receive a refund of
any pre-paid management fees.
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Part 2A of Form ADV
The Brochure

Neither Steelhead nor any of its supervised persons accepts commissions or other compensation for
the sale of securities or other investment products.

Performance Based Fees and Side-by-Side Management
As discussed above under “Fees and Compensation,” in connection with the Funds that it manages,
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Types of Clients
Steelhead’s current clients are the Funds and separate accounts. See “Advisory Business” above.
Potential Fund investors may read the eligibility criteria and minimum investment requirements specific
to each Fund in the relevant Fund’s confidential offering memorandum and subscription application.
Steelhead negotiates the requirements for opening a separate account on a case-by-case basis.

Methods of Analysis, Investment Strategies and Risk of Loss
Steelhead generally manages Funds and separate accounts pursuant to one of two “core” investment
strategies: a fundamental value equity long-short strategy (the “fundamental value” strategy) or a
convertible bond strategy. The Funds following Steelhead’s fundamental value strategy are currently
suspended, assets are being liquidated and these Funds are not making new investments.

In managing the fundamental value strategy, Steelhead seeks to identify a core portfolio of companies
that are valued below what Steelhead believes to be their “intrinsic value.” In managing the convertible
bond strategy, Steelhead seeks to achieve value by investing in bonds that are convertible into equity
securities. Steelhead supplements these two core strategies with additional types of investing.
Steelhead’s methods of analysis for these strategies include fundamental, technical and cyclical analysis,
although Steelhead is permitted to use any type of investment methodology that it deems appropriate
in connection with its management of Funds and separate accounts.

For the fundamental value strategy, Steelhead uses a research method that focuses on the income
statement, cash flow statement and balance sheet of the companies in which it invests. The strategy is
relatively long term in nature, with a typical time horizon of two to five years. Steelhead may also employ
two additional strategies: (a) active trading of securities that Steelhead believes have been oversold or
overbought on the basis of short-term considerations and (b) short selling for hedging, pairs trades, or
trading gains. Although the fundamental value strategy generally emphasizes investments in equity
securities (or securities with equity-like characteristics), Steelhead generally may invest or trade in any
type of securities, including bonds, notes, convertible bonds or preferred stock, warrants, options and
money market instruments among other financial instruments.

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Part 2A of Form ADV
The Brochure

For the convertible bond strategy, Steelhead generally seeks securities which offer favorable risk/reward
characteristics within the convertible securities market. Steelhead may seek to enhance this strategy’s
risk/reward profile by leveraging its clients’ equity capital. In addition, this strategy may involve
investments, trades or short trades in various types of securities beyond convertible securities, including
straight (non-convertible) debt and preferred securities, common stocks, exchange-traded funds,
options, futures, warrants and derivative instruments such as credit default swaps, interest rate swaps,
and options on such derivatives.

The above description is a simplified summary of the strategies Steelhead employs. Fund investors and
prospective investors can find further detail about the strategies in the relevant Fund’s confidential
offering memorandum, and should only make an investment decision after careful review of all those
details and the risks relevant to a strategy. As indicated above, Funds following the fundamental value
strategy are currently suspended while assets are being liquidated and thus are not open to new
investments.

Both the fundamental value strategy and the convertible bond strategy generally take risk by establishing
concentrated positions. Steelhead believes that it can produce the best results through such
concentration, by focusing investment on the areas where Steelhead has the highest level of investment
conviction. Such concentration, however, means that losses in one or more large positions, or a
downturn in an industry or market sector in which a Fund or separate account is concentrated, could
materially adversely affect the Fund’s or account’s performance in a particular period and could have a
materially adverse effect on the Fund’s or account’s overall financial condition. In addition, both the
fundamental value strategy and the convertible bond strategy may involve short selling and the use of
leverage, as well as option writing, each of which may increase the risk of loss. While Steelhead intends
to use these investment instruments and techniques in a measured, disciplined way, there are generally
no limits imposed on their use.

All investing involves a risk of loss, and separate account clients and Fund investors should be prepared
to bear losses in their accounts or on their Fund investments. Past results are not necessarily indicative
of future results. Funds and separate accounts may produce gains and losses due to broader changes in
the financial markets; however, gains and losses are also based on Steelhead’s investment acumen and
securities selections, and may be impacted by other factors including market volatility, corporate
activity, regulatory oversight, trading volume and money flows. The Funds have significant fees and
expenses that will reduce returns. Steelhead may implement a variety of investment strategies and
techniques, in addition to those described above, and the Funds may invest in a wide array of
investments, each of which may have diverse associated risks, including counterparty risk, credit risk
and liquidity risk. The Funds may be leveraged, which increases the risk of investment loss, and their
performance may be volatile. The Funds are not subject to the same regulatory and reporting
requirements as SEC-registered funds (e.g., mutual funds).

The risks described above are not a complete list of risks involved with investing in a Fund –
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