Sterling Investors LP

Item 5 – Fees and Compensation

The specific terms for the compensation of Sterling by the Funds are dictated by each Funds’ Offering
Documents. Sterling’s fees and compensation is deducted from the assets or distributions of the
Funds and the Investors are not separately billed for services. The various fees which Sterling
receives may include the following:

Management Fee

The Funds will pay an annual management fee (the “Management Fee”) of 1.25% per annum of each
Investor’s capital commitment during the Funds’ commitment period and of 1.25% of each Investor’s
invested capital after the Funds’ commitment period. Management fees will be paid quarterly in
advance as described in the Funds’ Offering Documents.

Carried Interest

The Funds will also allocate 20% of its investment profits to the General Partner as set forth in the
Funds’ Offering Documents (such profit allocation is commonly referred to as “Carried Interest”.)
Carried Interest is generally subject to the achievement of a 6% compound annual rate of return
(“Preferred Return”) on each Investor’s realized capital and costs (“Investment Capital”). Carried
interest, where applicable, is paid upon the distribution of proceeds generated by the sale of the
Funds’ portfolio investments and pursuant to a distribution waterfall after the return of Investment
Capital and Preferred Return. Sterling’s Carried Interest is charged in compliance with Rule 205-3
under the Advisers Act. Carried Interest is considered a performance-based fee and described in
greater detail below in Item 6.

The General Partner of the Funds may not be subject to the Management Fee and Carried Interest in
connection with its investment in the Fund.

Other Fees

In connection with actual or potential portfolio investments, 100% of the Investors’ (other than
affiliates of the General Partner) share of the Funds’ share of all net transaction, directors, consulting,
management, property management, investment banking, monitoring, closing, topping, break-up and
other similar fees, in each case, net of withholding taxes or similar taxes and costs related to currency
conversion, if any (“Other Fees”) paid to or received by Sterling or its affiliates (which shall not, for
the avoidance of doubt, include any operating specialists of Sterling) in connection with portfolio
investments or its unconsummated transactions will be applied to reduce the Management Fee. Other

Fees subject to offset shall be net of unreimbursed out-of-pocket expenses incurred by Sterling or its
affiliates in connection with the transaction out of which such Other Fees arose but gross of taxes
paid by Sterling or its affiliates with respect to such Other Fees, if any. Such reduction amount will be
net of any unrecouped broken deal expenses that Sterling has elected to pay on behalf of the Fund.
To the extent such offsets would reduce the Management Fee for a given quarterly period below zero,
such offsets will be carried forward and reduce future installments of the Management Fee.

Other Funds Expenses

The Funds will generally bear all expenses related to their operations and investments as set forth in
the Funds’ Offering Documents. These expenses include costs for completed or unconsummated
investments (such as brokerage, due diligence, financing and borrowing expenses, custodial and
settlement charges, hedging and underwriting costs, and related travel and research expenses); real
estate and portfolio-level expenses (including sales, leasing, construction, repairs, improvements,
property management, environmental and engineering services, including those provided by Sterling
affiliates); research-related costs; legal, consulting, valuation, advisory and other professional fees;
50% of compensation for Sterling operating specialists; the costs of organizing and maintaining any
intermediate or feeder vehicles, alternative investment vehicles, subsidiaries or any other entities
used in connection with the acquisition, financing, holding, operation or disposition of any portfolio
investment; expenses related to swaps, and foreign exchange; audit, tax, regulatory, compliance and
reporting costs (including SEC, CFTC, AIFMD, AML and sanctions-related filings and monitoring);
technology, software, data and IT system expenses; expenses relating to the organization and
conduct of meetings with Investors (including travel, lodging and meal expenses), whether
individually or as a group; costs and expenses in connection with monitoring, complying with and
performing any provisions in agreements with any side letter with any Investor, including, without
limitation, any most favored nation provisions; office, licensing, printing and mailing expenses; costs
related to interest transfers; joint venture and co-investment expenses; costs for unconsummated
transactions and any breakup fees; insurance premiums; Management Fees and board fees;
indemnification, litigation, and related settlements; licensing, banking, intellectual property, and
other professional fees; entity-level taxes, governmental charges and FATCA compliance; wind-up
and liquidation costs; preparation of K-1s; expenses of the partnership representative; costs related
to governmental inquiries; fees, costs and expenses of representatives of the Fund in local
jurisdictions necessary or advisable for regulatory, tax or other purposes; filing and registration fees;
expenses related to the maintenance of the Fund’s registered offices and corporate licensing; and
expenses tied to acquiring, monitoring, syndicating, selling, settling or administering Funds assets,
including extraordinary expenses. The inclusion of an expense category in a Funds’ Offering
Documents will not impose on Sterling an obligation to charge an expense (or the full amount of that
expense) to that Fund; instead, permitted expenses will be allocated and charged in Sterling’s
discretion to the Fund(s) it deems appropriate.
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Item 7 – Types of Clients

Sterling intends to provide investment advice to the Funds. The Funds are are privately offered to
institutional investors and high net worth individuals. Interests in the Funds can be purchased only
by certain eligible investors who are “qualified purchasers” for purposes of Section 3(c)(7) of the
Investment Company Act of 1940, as amended, and “accredited investors” as defined in Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”).

In general, the current minimum investment commitment required of an Investor to participate in
each Funds are $10,000,000; however, the General Partner of the Funds has discretion to increase or
reduce the minimum investment commitment. Investors should refer to the Offering Documents of
each of the Funds for complete information on minimum investment requirements for participation
in the Fund.