Sterling Investment Partners Advisers LLC

ITEM 5. FEES AND COMPENSATION

Management Fees and Carried Interest

As the investment adviser or manager to a Fund, Sterling Advisers typically charges advisory fees as
described in the relevant Fund’s Governing Documents. The fees payable to Sterling Advisers can vary
from fund to fund and could be different from the fees and compensation payable in respect of any prior or
successor fund. Furthermore, as described in more detail in each Fund’s Governing Documents, Sterling
Advisers reserves the right to waive or reduce fees for certain investors, including employees and others as
determined in Sterling Advisers’ sole discretion. All investors should review the Governing Documents of
the relevant Fund in conjunction with this brochure for more complete information on the fees and
compensation payable with respect to that particular Fund.

Sterling Advisers generally receives from Fund III, Fund IV, and Fund V, a management fee
(“Management Fee”) equal to 2.0% of the aggregate capital commitment during the initial investment
period, and, during the period from the end of the initial investment period until the end of the term of the
Fund, a Management Fee, equal to 1.75% for Fund III and Fund IV, and 2% for Fund V, of invested capital
minus, in each case (a) distributions constituting the cost basis return of capital, (b) unrealized portfolio
investments that have been written off in their entirety, and (c) writedowns on portfolio investments that
have been written-down by more than (i) with respect to Fund III and Fund IV, 50% of cost and (ii) with
respect to Fund V, 75% of cost, but only to the extent the aggregate fair market value of all Fund V
investments is lower than the aggregate capital contributions made by limited partners (the amounts in
clauses (a), (b) and (c) collectively “Distributions and Writedowns”). Sterling Advisers generally
receives a Management Fee from XK CV varying between 0.65% to 1.75% of invested capital minus
Distributions and Writedowns, consistent with Fund V. With respect to Fund III, Fund IV, Fund V, and XK
CV, depending on the size of an investor’s capital commitment, Management Fees that differ from the
foregoing have been negotiated by certain investors.

The general partner of each Existing Fund, which is an affiliate of Sterling Advisers, receives performance
based compensation, which is referred to as a “Carried Interest”, of approximately 20% of calculated net
proceeds and is payable only when and if certain threshold amounts are returned to limited partners in
accordance with the applicable Fund’s limited partnership agreement. If the general partner has received
excess cumulative distributions, the Carried Interest distributed to the general partner is subject to a
potential “clawback” at the end of the life of the Fund and, in the case of Funds III, Fund IV, and Fund V
at the second anniversary of the expiration or termination of the investment period.

The Principals and employees of Sterling Advisers and their related entities do not pay the Management
Fee or Carried Interest. In addition, certain limited partners of the Funds do not pay a Management Fee or
Carried Interest on a portion or all of their capital commitments. Such limited partners and the amount of
the commitment on which they do not pay of the Management Fee or Carried Interest are determined in
Sterling Advisers’ sole discretion, subject to certain limitations provided in the respective Fund’s
Governing Documents. Such limited partners generally include employees of Sterling Advisers and current
and former executives of the Fund’s portfolio companies, whose participation is generally expected to be
beneficial to the Funds or their portfolio companies. For a discussion of conflicts of interest, please see

ITEM 7. TYPES OF CLIENTS

Sterling Advisers provides investment advice to the Existing Funds and could, in the future, provide
investment advice to other Funds (i.e., investment partnerships or other investment entities formed under
domestic or foreign laws and operated as private funds excepted from the definition of investment company
under the Investment Company Act of 1940 (the “Investment Company Act”) for most purposes). The
investors participating in the Funds typically include individuals, banks or thrift institutions, other
investment entities, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and generally include, directly or indirectly, Principals or other personnel
of Sterling Advisers and their affiliates and members of their families or other Service Providers retained
by Sterling Advisers or a Fund, as well as executives of portfolio companies. In general, Sterling Advisers
requires that each limited partner in a Fund be an “accredited investor” as defined in Regulation D under
the Securities Act of 1933 (the “Securities Act”) and, in most cases, a “qualified purchaser” or
“knowledgeable employee”, as defined by the Investment Company Act and the rules thereunder.

Investors in the Funds are requested to refer to the Governing Documents of the applicable Fund for
complete information on the minimum investment requirement for participation in that Fund. The stated
minimum commitment for Fund III was $10 million, although the general partner of the Fund had discretion
to waive, increase or reduce the minimum investment commitment required for Fund III. The stated
minimum commitment for Fund IV is $5 million, although the general partner of the Fund maintains
discretion to waive or reduce the minimum investment commitment required for Fund IV. The stated
minimum commitment for Fund V is $10 million, although the general partner of the Fund maintains
discretion to waive or reduce the minimum investment commitment required for Fund V. There is no stated
minimum commitment for XK CV.

Sterling Advisers does not currently manage individual investment accounts.