Bluestone Equity Partners

Bluestone is a Delaware limited partnership that was formed in April 2022. The Firm’s sole indirect owner is Sharad “Bobby” Sharma (the “Principal”) who maintains his interest in Bluestone through Bluestone Equity Partners, LLC. The Firm provides investment advisory services to pooled investment vehicles (each a “Fund,” and collectively, the “Funds”). The Funds generally seek to rely on an exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and their securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Bluestone provides discretionary investment management services to the Funds in accordance with the applicable limited partnership agreement (or analogous organizational document), management agreement, subscription agreement, and side letters of each Fund (each, an “Advisory Agreement”). The Advisory Agreements of a Fund, along with any private placement memoranda and related materials are referred to herein collectively as the “Offering Documents” of such Fund. The Firm’s primary investment objective for each Fund is set forth in such Fund’s Offering Documents. In accordance with a Fund’s individual investment objectives, investments will primarily be made in privately held companies located in the United States as well as elsewhere (each such company is referred to herein as a “Portfolio Company,” and collectively, the “Portfolio Companies”). Generally, the Firm will seek to generate long-term capital gains, primarily by locating, investing in, managing, and disposing of investments in domestic and global sports, media, and entertainment Portfolio Companies with the highest potential for alpha on a global basis through privately negotiated transactions primarily involving equity and/or debt securities with equity-like features. Bluestone is affiliated with the entity that serves as general partner to Fund I (defined below), and expects to be affiliated with other entities that serve as general partner (each a “General Partner,” and collectively, the “General Partners”) to each Fund. The General Partners will generally delegate day-to-day management responsibilities for the Funds to Bluestone or another Bluestoneaffiliated entity (a “Management Company” and collectively the “Management Companies”), but will retain discretion over certain policy-making and oversight functions with respect to the investment program of the Fund and the decision whether to acquire or dispose of investments. The advisory services of Bluestone and of the General Partners are described in this Brochure and in the Advisory Agreements applicable to a Fund, but generally consist of: investigating, identifying, and evaluating investment opportunities; structuring, negotiating, and making investments on behalf of the Funds; managing and monitoring the performance of such investments; and disposing of such investments. The information set forth herein regarding the investment advisory services provided by Bluestone shall also apply in respect of the General Partners and Management Companies unless specifically noted. Bluestone provides investment advice directly to the Funds, subject to the discretion and control of the applicable General Partner, and not individually to the investors in the Funds. Such investors accept the terms of advisory services as set forth in the Funds’ Advisory Agreements. The Firm -4-

expects to have broad investment authority with respect to the Funds and, as such, investors should consider whether the investment objectives of the Funds are in line with their individual objectives and risk tolerance prior to investing. Bluestone currently manages one (1) fund, Bluestone Capital I, L.P. (“Fund I”). The General Partner of Fund I is a Delaware limited partnership that is affiliated with Bluestone. The General Partner has the power and authority to delegate management of Fund I to Bluestone. Item 10: Other Financial Industry Activities and Affiliations depicts the entity that serves as General Partner to Fund I. As of December 31, 2025, Bluestone manages $439,942,030 of regulatory assets under management (which includes uncalled capital commitments) on a discretionary basis. Bluestone does not manage client assets on a non-discretionary basis. Bluestone does not participate in any wrap fee programs.

-5-

Management Fees As compensation for investment advisory services rendered to the Funds, Bluestone expects to receive from each such Fund an advisory fee (each, a “Management Fee”) typically ranging from 1.5% - 2.0%, calculated based on committed capital, remaining invested capital, or fair market value with respect to such Fund. Management Fees will generally fluctuate throughout the life of a Fund. Management Fees paid by a Fund are also reduced by certain other fees or compensation received by the Firm or its affiliates that relate to such Fund’s activities and investments, or by certain organizational or other expenses borne by such Fund, as described in more detail in the applicable Advisory Agreements. Management Fees paid by a Fund are indirectly borne by investors in such Fund. Management Fees are expected to vary Fund by Fund and will generally be paid quarterly in advance. Management Fees will be deducted directly from each Fund’s account and will generally be borne by each Fund’s third-party investors. Upon termination of a Fund’s Advisory Agreements, Management Fees that have been prepaid will be returned on a prorated basis. The precise amount of, and the manner and calculation of, the Management Fees for each Fund are established by the Firm and are set forth in such Fund’s Advisory Agreements received by each investor prior to investment in such Fund. The Management Fees and other fees and distributions described herein are generally subject to modification, waiver, or reduction by the Firm in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letters and other arrangements, which may not be disclosed to other investors in the same Fund. Fees may differ from one Fund to another, as well as among investors in the same Fund. Carried Interest As more fully described in the applicable Offering Documents, a Fund’s General Partner will generally receive a carried interest (the “Carried Interest”) with respect to such Fund equal to varying percentages of realized profits in excess of a set compound preferred return. The Carried Interest distributed to the General Partner would usually be subject to a potential clawback at the end of a Fund’s life if such General Partner has received excess cumulative distributions, and at certain interim intervals as provided in the Offering Documents. Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and/or investors in such Funds can incur lower or no Carried Interest from time to time. Firm personnel may invest in the Funds indirectly through the Funds’ General Partners, and therefore will generally not pay Carried Interest with respect to their indirect investments in the Funds. Expenses Fund Expenses. To the extent permitted by a Fund’s advisory agreements and offering documents, each Fund will bear the expenses associated with its formation, operation, and investment activities to the extent such expenses are not borne by Portfolio Companies or other parties. These expenses

-6-

may include, among other things, all expenses relating to it to the extent not borne by its actual or prospective Portfolio Companies, including, without limitation: (i) all expenses incurred in connection with the business, affairs, and operations of the Fund, including the due diligence, purchase, acquisition, holding, transfer, or sale of any Portfolio Company (whether or not consummated), including legal, tax, accounting, banking, valuation, appraisal, custodial depositary, and consulting fees and expenses, travel, and the fees and expenses of the administrator and Operating Advisor of the Fund; (ii) all expenses incurred in connection with the development of any Portfolio Company, including the employment of third-party consultants; (iii) all brokerage and finders’ fees and commissions; (iv) all expenses incurred in connection with the securing of financing, including but not limited to expenses related to the negotiation and documentation of agreements with one or more lenders; (v) all expenses related to investing the Fund’s cash reserves; (vi) all costs and fees relating to the administrative and audit expenses of the Fund, and the preparation, printing, and distribution of financial and tax reports, Schedules K-1, portfolio valuations, and tax returns of the Fund to investors, governmental authorities, or self-regulatory organizations and other third-party expenses incurred in connection with secure communications of the Fund; (vii) fees, costs, and expenses incurred in connection with complying with anti-money laundering or “know your customer” laws, regulations, or other similar requirements with respect to the Fund, including the fees and expenses of third-party service providers related to such compliance; (viii) all costs related to FATCA and CRS compliance, including the fees and expenses of third-party service providers related to such compliance; (ix) all costs related to filings with the U.S. Committee on Foreign Investment in the United States (“CFIUS”) or any successor thereto or other matters related to CFIUS in connection with the Fund’s investments or prospective investments, regardless of the reason that any such filing is made or other CFIUS matter arises; (x) all legal, regulatory, administrative, and compliance costs of the Fund, the General Partner, and/or the Management Company, in each case with respect to the Fund (including compliance with the Alternative Investment Fund Managers Directive (2011/61/EU) and any applicable nonU.S. securities laws), all costs of establishing and operating entities related to the Carried Interest and the costs of prosecuting or defending any legal action for or against the Fund, the General Partner, the Management Company, or any of their respective affiliates relating to the affairs of the Fund; (xi) expenses incurred in connection with the implementation of environmental, social, and governance policies in connection with the activities of the Fund or any investment or proposed investment, including due diligence and reporting; (xii) all indemnification obligations of the Fund; (xiii) principal and interest on, and fees and expenses arising out of, all permitted borrowings made by the Fund; (xiv) all costs of any litigation, director and officer liability, or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Fund; (xv) all extraordinary professional fees and expenses incurred in connection with the business or management of the Fund, including investment banking, commercial banking, legal, tax, accounting, auditing, valuation, and appraisal fees and expenses; (xvi) all expenses of winding-up and dissolving the Fund; (xvii) any taxes (including withholding taxes) and interest and penalties thereon, fees, or other governmental charges levied against the Fund and all expenses incurred in connection with any tax audit, investigation, settlement, or review of the Fund; (xviii) all expenses incurred in connection with any restructuring or amendments to the constituent documents of the Fund and related entities, including the General Partner and the Management Company; (xix) all expenses incurred in connection with the formation, maintenance, and dissolution of special purpose investment vehicles, including any alternative investment vehicles -7-

and subsidiary holding vehicles organized by or for one or more Operating Advisors (including any direct or indirect general partner or equivalent thereof); (xx) all expenses incurred in connection with multimedia, analytical, database, news, or other third party research services and related terminals for the delivery of such services; (xxi) all costs related to the holding of meetings of the investors and the Fund advisory committee (the “Advisory Board”) (including travel), and all costs related to the activities of the Advisory Board; (xxii) all annual stipends paid to, and reasonable out-of-pocket expenses incurred by, the Management Company’s “Board of Advisors” related to the Fund and its actual and prospective Portfolio Companies; (xxiii) all fees charged, and reasonable out-of-pocket expenses incurred, by any third-party administrator in connection with the administration of the Fund; (xxiv) expenses incurred in connection with the managed distribution of marketable securities; (xxv) Organizational Expenses (as defined below and subject to a cap outlined in the Fund’s Offering Documents) and placement agent fees and expenses (subject to a reduction of the Management Fee as described in the Fund’s Offering Documents); and (xxvi) all other operating expenses and non-recurring or extraordinary expenses attributable to the activities and operations of the Fund, including travel-related expenses (e.g., travel, accommodations, and meals) incurred in respect of any of the foregoing. Moreover, each Fund shall be charged with all costs and expenses pertaining to the offering and sale of interests to prospective investors and the organization of each Fund and its General Partner, as disclosed in each Fund’s Advisory Agreements (“Organizational Expenses”). In addition, Bluestone at times may engage or employ Operating Advisors (as defined in Item 8 below) to perform certain Services (as defined in Item 8 below). If and to the extent permitted under the Funds’ Advisory Agreements and other Offering Documents, any and all compensation, fees, and expenses associated with the Operating Advisors and the Services will be paid and/or reimbursed by applicable Portfolio Companies and/or the Funds, and therefore, will constitute a direct or indirect expense of the Funds and not the Firm. No payment to or reimbursement in respect of an Operating Advisor is expected to offset or reduce the Management Fees of the Funds. Firm Expenses. The Firm will bear any expenses that relate to operating the Firm that are not borne by the Funds as set forth above (subject to a Fund’s Advisory Agreements and other Offering Documents). In addition, any Organizational Expenses with respect to a Fund in excess of any “cap” established by the Firm and set forth in such Fund’s Advisory Agreements, together with any placement agent fees paid by each Fund, shall offset Management Fees payable by the Fund to the Firm (such that the Firm bears Organizational Expenses in excess of such cap and all placement agent fees). Portfolio Company Expenses. Expenses of Portfolio Companies are paid by the applicable Portfolio Companies and are not borne by the Funds directly. Such expenses include, from time to time, (i) expenses of consultants and Operating Advisors engaged by the Firm on behalf of a Portfolio Company, (ii) any expenses initially borne by the Firm or a Fund and reimbursed by the Portfolio Company, and (iii) any other expenses incurred by the Portfolio Companies. Co-Investor and Co-Investment Vehicle Expenses. From time to time, the Firm may offer coinvestment opportunities alongside a Fund to third parties, including Fund investors (and their affiliates), strategic partners, other investment firms, and individuals within the Firm’s network -8-

Read the rest in the brochure

Bluestone seeks to generate long-term capital gains, primarily by locating, investing in, managing, and disposing of investments in domestic and global sports, esports, media, and entertainment companies with the highest potential for alpha on a global basis through privately negotiated transactions (involving equity and/or debt securities with equity-like features). Bluestone may spend a considerable amount of time sourcing deals and maintaining a vast outreach program. The overall process is expected to allow the Firm to focus its efforts on the most interesting business opportunities. A full description of the Firm’s investment strategy and processes with respect to a particular Fund will be included in such Fund’s Advisory Agreements and other Offering Documents. There can be no assurance that Bluestone will achieve the investment objectives of any Fund and a loss of investment is possible. Listed below are some of the risks associated with an investment in one or more Funds. The following explanation of certain risks is not exhaustive but rather highlights some of the more significant risks involved in each Fund’s investment strategies. For a complete explanation of the Funds’ relevant investment strategies and their associated risks, investors should review the relevant Advisory Agreements and other Offering Documents, which contain additional explanations of strategies, risks, and other related details not discussed below. For the avoidance of doubt, each of the following risks may be applicable to all or only certain Funds advised by Bluestone; please refer to the relevant Advisory Agreements and other Offering Documents of the Funds in which you are an investor for additional information. Certain Risks Related to an Investment in a Fund Risks Associated with Portfolio Investments. Identifying and participating in attractive investment opportunities and assisting in the building of successful companies is difficult. The types of investments that Bluestone anticipates making involve a high degree of risk. In general, financial and business risks confronting Portfolio Companies can be significant. While targeted returns are generally expected to reflect the perceived level of risk in any investment situation, there can be no assurance that the Funds will be adequately compensated for risks taken. A loss of an investor’s entire investment is possible. The timing of profit realization is highly uncertain. Losses are likely to occur early in the Funds’ term, while successes often require a long maturation. There is no assurance that the Funds’ investments will be profitable and there is a substantial risk that the Funds’ losses and expenses will exceed their income and gains. Any return on investment to the investors will depend upon successful investments made on behalf of the Funds by the Firm. There generally will be little or no publicly available information regarding the status and prospects of Portfolio Companies. Many investment decisions by the General Partner will be dependent upon the ability of its partners and agents to obtain relevant information from nonpublic sources, and the General Partner often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. The marketability and value of each investment will depend upon many - 13 -

factors beyond the General Partner’s control. Typically, although the Principal, an employee of the Management Company, or an Operating Advisor may serve on a Portfolio Company’s board of directors, each Portfolio Company will be managed by its own officers (who generally will not be affiliated with the Funds or the General Partners). The Funds may hold minority positions in Portfolio Companies or acquire securities that are subordinated vis-à-vis other securities as to economic, management, or other attributes. Portfolio Companies may have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. New technological developments may have a negative effect on a Portfolio Company’s products and business. Portfolio Companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. Such capital may not be available on attractive terms. The Funds’ capital will be limited and may not be adequate to protect the Funds from dilution in multiple rounds of Portfolio Company financings. The public market for sports, media, and entertainment companies and other private companies is extremely volatile. Such volatility may adversely affect the development of Portfolio Companies, the ability of the Funds to dispose of investments, and the value of investment securities on the date of sale or distribution by the Funds. In particular, the receptiveness of potential acquirers to the Funds’ Portfolio Companies will vary over time and, even if a Portfolio Company investment is disposed of via a merger, consolidation, or similar transaction, the Funds’ stock, security, or other interests in the surviving entity may not be marketable. There can be no guarantee that any Portfolio Company investment will result in a liquidity event via a merger, acquisition, or otherwise, and there is a significant risk that the Funds’ investments will yield little or no return. The securities in which the Funds will invest may be among the most junior in a Portfolio Company’s capital structure and, thus, subject to the greatest risk of loss. Generally, the investments made by the Funds will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. In most cases, investments will be long-term in nature and may require many years from the date of initial investment before disposition. It is likely that the Funds will still hold some illiquid securities at the time of the Funds’ dissolution, with the result that such securities may be distributed in-kind or sold for a discounted price that reflects their illiquid nature. Risk Inherent in Private Equity Investments. Portfolio Companies will operate in industry sectors that entail significant operating risk. Portfolio Companies may need substantial additional capital (which may not be available) to support additional research and development activities, expansion, to develop new services or to achieve or maintain a competitive position. Portfolio Companies may face intense competition, including from companies with greater financial resources, more extensive marketing and service capabilities and a larger number of qualified managerial and technical personnel. Some Portfolio Companies are also likely to be more susceptible than more established businesses to the negative effects of downturn in general economic conditions or loss of a single or a small number of employees. Concentration of Investments. The Funds’ portfolio may become concentrated in a limited number of investments, increasing the vulnerability of the portfolio as compared to a portfolio that is more diversified. In certain cases, the Funds may acquire a majority or greater of certain Portfolio Companies, which could further increase the vulnerability of the portfolio.

- 14 -

Long-Term Investment. An investment in the Funds is a long-term commitment, and there is no assurance of any distribution to the investors. Limited Transferability of Interests; Withdrawals. An investment in the Funds should be viewed as illiquid. The Offering Documents and applicable securities laws will impose substantial restrictions upon the transferability of the Fund interests. There is no public or other market for the Fund interests, and it is not expected that such a market will develop. Withdrawal of investors from the Funds generally will not be permitted, although the Offering Documents may specify certain circumstances under which an investor may be entitled, or required, to withdraw from the Funds. A withdrawn investor is generally not entitled to immediate payment for its interest in the Funds. Any withdrawal of an investor can reduce the amount of Funds’ capital available for investment or other activities. Bridge Financings. From time to time, the Funds may lend to Portfolio Companies, including on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt securities. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in the Funds’ control, such long-term securities may not issue and such bridge loans may remain outstanding. In such an event, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by the Funds. Leverage. Although the Funds do not intend to borrow except on a short-term basis, Portfolio Companies in which the Funds invest may borrow without limitation. While leverage presents opportunities to increase the Funds’ total return, it has the effect of potentially increasing losses as well. If the income of such Portfolio Companies is less than the required interest payments on the borrowings, the value of the Portfolio Companies, and thus of the Funds’ net assets, can decrease or, in extreme cases, the lender could foreclose on the Portfolio Company and the Funds could suffer a total loss. In certain cases and subject to the applicable limitations in the Offering Documents, the Funds can guarantee borrowings by Portfolio Companies. Such guarantees could result in additional losses for the Funds with respect to such Portfolio Companies and could cause the Funds to reserve cash to support such guarantees that it might otherwise use for different purposes. Accordingly, any event that adversely affects the value of an investment by the Funds can be magnified to the extent that a Portfolio Company in which the Funds invest is leveraged. Competition. The private equity industry is highly competitive, and has become more so in recent years due to a substantially increased flow of capital into private equity funds and similar investment organizations. The Funds and Bluestone will be competing with other established sponsors and investment organizations with substantial resources and experience. Moreover, the volume of attractive investment opportunities varies greatly from period to period. There can be no assurance that the Funds will be able to make investments on attractive terms, and it is possible that each Fund’s term will expire before the Fund has invested all of its available capital. General Economic and Political Conditions; Changes in Environment. Changes in legal, tax, fiscal and regulatory regimes could occur during the life of the Funds that may have an adverse effect on the Funds. The Funds may not be permitted to, or be able to, make adjustments in their structure or investment program in order to adapt to such changes. Bluestone will have the exclusive right and authority (within the limitations set forth in the Offering Documents) to - 15 -

Read the rest in the brochure

The Firm currently provides investment supervisory services to the Funds. Investment advice is provided directly to the Funds (subject to the direction and control of the General Partner of each such Fund, if applicable) and not individually to investors in such Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the Investment Company Act. Investors in the Funds are generally expected to be “qualified purchasers” as defined in the Investment Company Act, and will include, among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships, limited liability companies, and other entities. The Firm does not have a minimum size for any Fund, but minimum investment commitments may be established for investors in the Funds. Minimum investment amounts (if any) will be set forth in each Fund’s Offering Documents. However, the General Partner of each Fund may in its sole discretion permit investments below the minimum amounts set forth in its Offering Documents.

- 12 -

As mentioned in Item 5 of this Brochure, the Firm is entitled to receive performance-based fees, in the form of a portion of a Fund’s profits distributable to its General Partner as Carried Interest. The Carried Interest typically is a range based on factors disclosed in the respective Fund’s governing documents. Bluestone may be entitled to receive Carried Interest distributions from the Funds based on the profitability of each Portfolio Company investment, as further described in each Fund’s Advisory Agreements. These payments, to the extent received, are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. The payment by some, but not all, Funds of Carried Interest or the payment of Carried Interest at varying rates (including varying effective rates based on the past performance of a Fund) creates an incentive for the Firm to disproportionately allocate time, services, and functions to Funds paying Carried Interest or Funds paying Carried Interest at a higher rate, or allocate investment opportunities to such Funds. Generally, and except as otherwise set forth in the Advisory Agreements of the Funds, this conflict is mitigated by (i) certain limitations on the ability of the Firm to establish new investment funds and (ii) contractual provisions and procedures setting forth investment allocation requirements. Please also see Item 11 below for additional information relating to how conflicts of interests are generally addressed by the Firm. In addition, the existence of performance-based compensation has the potential to create an incentive for the Firm to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although Bluestone generally considers performance-based compensation to better align its interests with those of its investors.

- 11 -

Neither Bluestone nor any of its management persons are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer, or a futures commission merchant, a commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. The Firm is affiliated with the General Partners and the Management Companies, which are subject to the Advisers Act pursuant to Bluestone’s registration in accordance with SEC guidance. These affiliated entities operate as a single advisory business together with the Firm and serve as managers, general partners, or management companies of the Funds and other pooled vehicles and generally share common owners, officers, partners, employees, consultants, or persons occupying similar positions. Below is a list of the affiliated entities that serve as General Partner to the Funds. •

Fund I: Bluestone Capital I, L.P. o General Partner: Bluestone Capital I GP, L.P.

- 32 -

Code of Ethics and Personal Trading. Bluestone has adopted a written Code of Ethics (the “Code”) designed to address and avoid potential conflicts of interest as required under Rule 204A1 under the Advisers Act. A copy of the Code is available upon request. The Code sets forth a standard of business conduct and compliance with federal securities laws by all employees of the Firm and describes Bluestone’s fiduciary duties and responsibilities to its Funds, requires that the Firm’s employees act in the best interests of the Funds to the exclusion of contrary interests, act in good faith and in an ethical manner, avoid conflicts of interest with respect to the Funds to the extent reasonably possible, and identify and manage conflicts of interest to the extent that they arise. The Code also contains policies and procedures that are reasonably designed to ensure that all personal securities trading by employees of the Firm is conducted in such a manner as to avoid actual or potential conflicts of interest or any abuse of an individual’s position of trust and responsibility. Bluestone reserves the right to prohibit personal trading in certain securities or instruments; requires pre-clearance of personal trades in certain circumstances, including purchases of an IPO or a new private placement; requires periodic reporting of employees’ personal securities transactions and holdings; and require prompt internal reporting of Code violations. As part of its Code, the Firm has established procedures reasonably designed to prevent the abuse of material non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. Because the structure of the Firm would make information barriers impractical, Bluestone will not impose information barriers to restrict the internal flow of possible material non-public information. Thus, all professionals will be deemed to be in receipt of material non-public information in all instances where any professional of the Firm has received material non-public information and, therefore, such professionals may not trade on the basis of that information. Bluestone will provide a complete copy of the Code to any current or prospective client or investor upon request sent to the Chief Compliance Officer (“CCO”), Mark Cho at mcho@bluestoneequity.com. Participation or Interest in Client Transactions. Principals and employees of the Firm and its affiliates directly or indirectly own an interest in one or more Funds, including certain coinvestment vehicles. Such persons generally do not pay Management Fees and Carried Interest related to their investments. To the extent that co-investment vehicles exist, such vehicles are expected to invest in one or more of the same Portfolio Companies as the Funds. Co-investment opportunities generally are also expected to be presented to certain affiliates of Bluestone as well as third-party investors and other persons, and such co-investments may be effected through coinvestment vehicles directly in a particular Portfolio Company or through an intermediate entity in a Portfolio Company’s structure. Such co-investment opportunities generally will be allocated in the manner described in the applicable Offering Documents.

- 33 -

Conflicts of Interest and Their Resolution. From time to time, subject to the applicable Advisory Agreements of a Fund, the Firm and its related entities may engage in a broad range of activities, including investment activities for their own account and for the account of other Funds, and providing transaction-related, investment advisory, management, and other services to Funds and Portfolio Companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time conflict with the interests of Bluestone, other Funds, or their respective affiliates. Certain of these conflicts of interest, as well a description of how the Firm addresses such conflicts of interest, can be found below, as well as in the Advisory Agreements and other Offering Documents of the Funds. In the case of all conflicts of interest, Bluestone’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Firm’s best judgment, but in its sole discretion. In resolving conflicts, Bluestone will consider various factors, including the interests of the applicable Funds with respect to the immediate issue or with respect to their longer term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1)

A Fund will not make an investment unless the Firm believes that such investment is an appropriate investment considered from the viewpoint of such Fund;

(2)

Many important conflicts of interest will generally be resolved by set procedures, restrictions, or other provisions contained in the Advisory Agreements for the Funds;

(3)

Bluestone may consult with the Advisory Committee of a Fund as to certain potential conflicts of interest, and on any issue involving actual conflicts of interest the Firm will be guided by its good faith discretion;

(4)

Bluestone may establish certain committees for the purpose of addressing and advising with respect to certain conflicts of interest;

(5)

Where the Firm deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; and

(6)

Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of such Fund, including in its Advisory Agreements (e.g., the limited partnership agreement) and other Offering Documents (e.g., the private placement memorandum).

More detailed procedures for resolving specific conflicts of interest are set forth in the Advisory Agreements of the applicable Fund and certain provisions of a Fund’s Advisory Agreements are designed to protect the interests of investors in situations where certain conflicts exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. - 34 -

Bluestone provides investment advice to the Funds primarily with regards to private equity related investments. As such, the Firm’s transactions on behalf of the Funds are normally privately negotiated and generally will not involve the use of a broker or dealer for the execution of Fund transactions. In those cases when Bluestone needs to use a broker-dealer, the Firm will seek to negotiate and execute transactions in an efficient manner and consistent with its fiduciary duties to the Funds. Due to the nature of the Firm’s investment advice and relationship with the Funds, Bluestone does not expect to recommend or select broker-dealers for transactions in the Funds. In rare cases where the Firm determines to utilize a broker or a dealer to transact on behalf of the Funds, the Firm will evaluate such broker or dealer based on a range of factors, including without limitation commission price, willingness to commit capital, ability to execute the desired transaction, and other factors. As a fiduciary, Bluestone must execute securities transactions in such a manner that each Fund’s total cost or proceeds in each transaction is the most favorable under the circumstances. The determinative factor is whether the transaction represents the best qualitative execution for the account and not whether the lowest possible commission cost was obtained. Thus, the Firm will consider the full range and quality of a broker-dealer’s service in selecting or recommending broker-dealers to meet best execution obligations, including the ability to access or otherwise execute large transactions in the public market. Bluestone may not pay the lowest commission rate available. As a starting point, though, the primary consideration is the trade price and commission quoted by the broker-dealers. As noted above, the investment advisory services provided by the Firm to the Funds will generally be in relation to private equity related investments, for which the aggregation of orders is not applicable.

- 35 -

Bluestone currently does not receive an economic benefit from anyone, other than its Funds, for providing investment advice or other advisory services to the Funds. Bluestone and certain Funds may enter into third-party marketing arrangements with respect to the sale of interests in the Funds. Such third party placement agents will typically be compensated with a portion of the Firm’s Management Fee payable with respect to the relevant Fund, at no cost to the investors in the Fund. Investors will not incur additional fees as a result of these arrangements. Any such arrangements would be conducted in a manner that is consistent with Rule 206(4)-1 under the Advisers Act and relevant SEC guidance.

- 37 -

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to client’s evaluation of the adviser or the integrity of adviser’s management. There are no legal or disciplinary events that are material to an evaluation of the Bluestone’s advisory services or the integrity of its management.

- 31 -

The Funds’ Portfolio Companies are continually monitored and reviewed by the investment committee. The investment committee will be responsible for, among other things, reviewing the Portfolio Companies in the context of the Funds’ stated objectives and monitoring for portfolio and risk management. More frequent reviews may be triggered by material changes in key variables that affect the performance of the Portfolio Companies, including, without limitation, changes in the financial markets activity and trends in the political or economic environment as well as the specific circumstances affecting the Funds. Audited financial statements are provided to investors in the Funds, within 120 days of the end of each Fund’s fiscal year as required by Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). Additional reporting may be provided to investors of a particular Fund pursuant to such Fund’s Advisory Agreements.

- 36 -

Bluestone is deemed to have custody of the assets of each Fund because it or an affiliate serves as each Fund’s General Partner. Bluestone and/or such General Partner can withdraw a Fund’s cash and/or securities held with a custodian upon Bluestone’s and/or such General Partner’s instruction to the custodian. Therefore, Bluestone is subject to the Custody Rule. In accordance with the Custody Rule, the Firm adheres to the applicable requirements of the Custody Rule with respect to the Funds’ assets. The CCO ensures that all privately offered securities, not held at a qualified custodian, do not violate the “Private Security Exemption” provided in the Custody Rule; so long as such securities are (i) acquired from the issuer in a transaction not involving any public offering, (ii) uncertificated (with ownership recorded only on the books of the issuer or its transfer agent in the name of each Fund), and (iii) transferable only with prior consent of the issuer or holders of the outstanding securities of the issuer. The Firm is responsible for arranging for annual independent audits of the Funds by an accounting firm, registered with and subject to inspection by the Public Company Accounting Oversight Board (“PCAOB”), within 120 days of the Funds’ fiscal year end, and for obtaining audited financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). The Firm arranges for the delivery of such audited financial statements to investors of the Funds within 120 days of the Funds’ fiscal year end.

- 38 -

Bluestone maintains discretionary authority to manage assets and securities on behalf of its Funds through the Advisory Agreements and other Offering Documents of the Funds. The investors generally do not have the ability to place any limits on Bluestone’s authority beyond the limitations set forth in the Offering Documents of the applicable Fund.

- 39 -

While the securities evidencing the investments made by the Funds are not typically the subject of proxies, there could be certain circumstances where Bluestone, having discretionary authority over the accounts of the Funds, will be asked to vote the securities of such Funds on restructuring or other corporate matters. Bluestone plans to adopt a proxy voting policy as required by the Advisers Act. While unlikely, the Firm’s investment strategy may involve the acquisition of publicly traded securities with voting authority, and as such, the Funds may be placed in a position of proxy voting authority. If the Funds do come into possession of securities with proxy voting rights, the Firm may have the authority to vote proxies and will do so in its sole judgement and in the best interests of its Funds. To the extent Bluestone receives proxy voting authority, the Firm generally believes that company management is best suited to make the decisions that are essential to the ongoing operation of the company. Therefore, Bluestone will generally vote proxies in line with company management. However, under circumstances where the Firm believes that company management’s proposal will not maximize value for the Firm’s Funds, Bluestone will vote against company management. Bluestone’s proxy voting policy will include guidelines for voting against company proposals as well as guidance for situations where a proxy vote presents a conflict of interest to ensure that such conflict is resolved in the best interests of the Funds. Investors can obtain information about how proxies were voted or a copy of the Firm’s proxy voting policies by contacting the CCO, Mark Cho, at mcho@bluestoneequity.com.

- 40 -

Bluestone will not require or solicit prepayment of more than $1,200 in fees per Fund six months or more in advance. The Firm does not believe that there are any conditions that are reasonably likely to impair its ability to meet contractual commitments to the Funds. Bluestone has never been the subject of a bankruptcy petition.

- 41 -