Bluestone Equity Partners: investment adviser

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.

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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

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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-

(such as founders, advisors, and portfolio company executives) (collectively, “Co-Investors”). In certain cases, Firm personnel may also participate. Co-investments may be made directly in a portfolio company or through a co-investment vehicle established by the Firm or its affiliates. If a proposed co-investment is not completed, any costs incurred by a Fund in pursuing the opportunity—such as legal, diligence, travel, or break-up fees (“Dead Deal Costs”)—will generally be borne solely by the Fund. Co-Investors and co-investment vehicles are not expected to share in these costs. If a co-investment is completed, expenses related to the investment (including ongoing monitoring costs and transaction expenses) may be allocated among the Fund and any Co-Investors or coinvestment vehicles, as applicable, in accordance with the relevant Fund governing documents and determined on a case-by-case basis. Where practicable, shared expenses are typically allocated pro rata based on relative investment amounts. Except as described above or in the applicable Fund documents, the Firm is not obligated to require Co-Investors or co-investment vehicles to share in any Fund expenses or to allocate such expenses on a pro rata basis. Investors in a co-investment vehicle will generally bear all costs associated with the formation, organization, and operation of that vehicle. Allocation of Expenses. The Firm must periodically determine whether certain fees, costs, and expenses are borne by a Fund or by the Firm, and how expenses are allocated among multiple Funds or other parties. These decisions may present conflicts of interest, particularly where expenses relate to multiple Funds or shared investments. Funds may co-invest with other Funds or alongside Co-Investors, including through vehicles established for that purpose. Any fees, carried interest, or other compensation received by the Firm or its affiliates from such co-investment vehicles will not offset the management fees of any other Fund or otherwise benefit those Funds or their investors. To the extent not allocated to a portfolio company, expenses associated with evaluating and completing investments are generally allocated among participating Funds in accordance with their governing documents. Where such documents do not address a specific expense, the Firm allocates expenses in its good faith discretion, taking into account factors it deems relevant. If multiple Funds evaluate an investment that is not completed, related costs (“Dead Deal Costs”) are allocated in accordance with governing documents or, if not specified, typically based on each Fund’s anticipated investment. As described above, these costs are generally not allocated to CoInvestors or co-investment vehicles. Certain expenses (such as insurance) may benefit both the Firm and one or more Funds, creating additional conflicts of interest. In these cases, the Firm allocates expenses in a manner it believes is fair and reasonable in its good faith discretion. The Firm may make adjustments if it determines a reallocation is appropriate. However, the portion of any expense allocated to a Fund may not directly correspond to the benefit received by that Fund.

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Brokerage Fees. Although the Firm will not generally utilize the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. The foregoing information concerning fees and expenses and their application to a Fund is qualified in its entirety by such Fund’s Advisory Agreements and other Offering Documents.

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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.

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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.

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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.

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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 -

determine the manner in which the Funds shall respond to such changes, and investors generally will have no right to withdraw from the Funds or to demand specific modifications to the Funds’ operations in consequence thereof. Political unrest, war, acts of terrorism and global pandemics may also increase the risks inherent in the Funds’ investments. Due to the illiquidity of the Funds’ investments, the Funds will have limited ability to adapt to any such changes in the economic environment or mitigate any corresponding losses. Changes in legal, fiscal, tax and regulatory regimes may also impose additional or more stringent requirements on the General Partners or Bluestone. Such changes could, in turn, have a negative impact on the Funds. Bankruptcy of Portfolio Companies. The Funds may make investments in Portfolio Companies that experience financial difficulties and become insolvent or file for bankruptcy protection. There are a number of risks inherent in the bankruptcy process, including, for example, the effects of litigation between the creditors and debtor, the duration of the bankruptcy proceedings, and the tangible and intangible costs to the Portfolio Company. Further, various U.S. federal and state and non-U.S. laws in connection with such bankruptcy proceedings could operate to the detriment of the Funds. There is also a risk that a court may subordinate the Funds’ investments to other creditors or require the Funds to return amounts previously paid to them by Portfolio Companies that have become insolvent or filed for bankruptcy, a risk that could increase if the Funds have management rights in such Portfolio Companies. Reliance on Individuals of the Firm. The Funds will be particularly dependent upon the efforts, experience, contacts, and skills of the individual employees of the Firm and in particular of its senior investment personnel. The loss of any such individual could have a material, adverse effect on the Funds, and such loss could occur at any time due to death, disability, resignation, or other reasons. Reliance on Third Parties. Bluestone and the Funds will require, and rely upon, the services of a variety of third parties, including but not limited to attorneys, accountants, brokers, custodians, consultants, and other agents. Failure by any of these third parties to perform their duties or otherwise satisfy their obligations to the Funds could have a material adverse effect upon the Funds. Fund Expenses. Pursuant to the Advisory Agreements, the Funds will pay and bear all expenses related to their operations. The amount of these fund expenses will be substantial and will reduce the actual returns realized by investors on their investment in the Funds (and may, in certain circumstances, reduce the amount of capital available to be deployed by the Funds in investments). Fund expenses include recurring and regular items, as well as extraordinary expenses for which it may be hard to budget or forecast. As a result, the amount of fund expenses ultimately called or called at any one time may exceed expectations. As described further in the Advisory Agreements, fund expenses encompass a broad swath of expenses and include all expenses of operating the Funds. Although organizational expenses of the Funds are separately categorized and subject to a limit under the Advisory Agreements, ongoing fund expenses not classified as organizational expenses include costs that relate to organizational matters, such as costs and expenses of administering side letters entered into with investors. Expenses to be borne by the General Partners and/or Bluestone are only limited to those items specifically enumerated in the Advisory Agreements (such as rent for office space, office furniture and salaries of its employees), and all - 16 -

other costs and expenses in operating the Funds will be borne by the Funds, and thus the investors. From time to time, the General Partners will be required to decide whether costs and expenses are to be borne by the Funds, on the one hand, or the General Partner and Bluestone, on the other, and/or whether certain costs and expenses should be allocated between or among the Funds, on the one hand, and other investment vehicle advised by Bluestone and its affiliates, on the other. The General Partners will make such judgments notwithstanding their interest in the outcome and may make corrective allocations should, based on periodic reviews, they determine that such corrections are necessary or advisable. Capital Calls. Capital calls will be issued by the Funds from time to time at the discretion of the Firm, based upon the Firm’s assessment of the needs and opportunities of the Funds. To satisfy such calls, investors may need to maintain a substantial portion of their capital commitments in assets that can be readily converted to cash. Except as specifically set forth in the Advisory Agreements of a particular Fund, each investor’s obligation to satisfy capital calls will be unconditional. Without limitation on the preceding sentence, an investor’s obligation to satisfy capital calls will not in any manner be contingent upon the performance or prospects of the Funds or upon any assessment thereof provided by the Firm. Notwithstanding the foregoing, Bluestone will not be obligated to call 100% of the investors’ capital commitments during the each Fund’s term. Non-U.S. Investments. The Funds may invest in securities of portfolio companies organized or having a principal place of business in jurisdictions outside of the United States and Canada (“Foreign Portfolio Companies”). Such Foreign Portfolio Company investments may present a variety of risks not presented by investments in U.S. or Canadian Portfolio Companies, including risks associated with: (i) fluctuating currency exchange rates; (ii) limitations on currency exchange or the transfer of capital/profits across international boundaries; (iii) different accounting standards; (iv) different legal protections for investors; (v) unusual regulatory burdens; (vi) political instability; and (vii) multiple taxing jurisdictions and the possibility of high levels of taxation, including potentially at confiscatory levels. Any adverse change to the political, economic, military, or social environments in the host countries of the Funds’ Foreign Portfolio Companies could have a significant adverse effect upon the operations or financial performance of the Funds. Impact of Disease Epidemics. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in market disruption, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Funds. Geopolitical and International Conflict Risk.. Geopolitical tensions, armed conflicts, and political instability in various regions of the world may adversely affect global financial markets, economic conditions, and investment activity. Such events may contribute to increased volatility in capital markets, supply chain disruptions, inflationary pressures, increased pricing and pricing pressures due to tariffs, energy and commodity price fluctuations, and economic uncertainty. These developments may negatively impact the operations and financial performance of the Funds’ - 17 -

Portfolio Companies and may affect the availability of financing, exit opportunities, or overall investment performance. . Artificial Intelligence. Recent technological advances in artificial intelligence (“Artificial Intelligence” or “AI”) pose risks to the Funds and their Portfolio Companies. The Funds and their respective Portfolio Companies could be exposed to the risks of AI if third-party service providers or any counterparties use such technology in their business activities. The Funds may not be in a position to control the use of Artificial Intelligence in third-party products or services. The effectiveness of AI depends on factors such as the base model’s training, associated programming, and quality of data the model references. Artificial Intelligence is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Artificial Intelligence utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Artificial Intelligence. To the extent that the Funds are exposed to the risks of Artificial Intelligence use, any such inaccuracies or errors could have adverse impacts on the Funds or their portfolio investments. Conversely, to the extent competitors of the Funds and their portfolio investments utilize Artificial Intelligence more extensively than the Funds and their portfolio investments, there is a possibility that such competitors will gain a competitive advantage. Artificial Intelligence and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Inflation. The market value of the Funds’ investments could potentially decline in times of higher inflation rates. Some of the Funds’ investments could have income linked to inflation, whether by regulation or contractual arrangement or other means. If the Funds are unable to increase the revenue and profits of their investments at times of higher inflation, they could be unable to pay out higher distributions to the investors to compensate for the relative decrease in the value of money, thereby affecting the expected return of investors. Concerns over inflation have also led to increased economic instability, declines in consumer confidence, discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth. Bluestone may be adversely affected by any such economic instability or unpredictability. Rising Interest Rates. If market interest rates worsen or do not improve, it may become more difficult and costly for the Funds and their Portfolio Companies to complete debt or equity financings. Rising interest rates could limit the ability of the Portfolio Companies to refinance existing debt when it matures or cause them to pay higher interest rates upon refinancing, which would adversely impact liquidity and profitability of the Funds. Moreover, an increase in interest rates could decrease the access third parties have to credit or the amount they are willing to pay for the assets of the Funds. Banking and Financial Institution Risk. The Funds and their Portfolio Companies may maintain deposits or conduct transactions with banks, financial institutions, or other counterparties. The - 18 -

failure, insolvency, or financial distress of such institutions could result in temporary or permanent loss of access to deposits, delays in payment processing, or other disruptions to the operations of the Funds or their Portfolio Companies. Although deposits may be insured up to applicable regulatory limits, losses in excess of such limits may occur. Market disruptions arising from financial institution failures may also adversely affect liquidity, credit availability, or overall market conditions, which could negatively impact the Funds and their investments. Insurance Limitations. Uninsured and underinsured losses at the fund-level or investment-level could harm the overall financial condition, operations and ability of the Funds to make distributions to their investors. Certain types of losses generally are either uninsurable or subject to insurance coverage limitations. If an uninsured loss or a loss in excess of insured limits occurs, the Funds could lose all or a portion of the capital they have invested in an investment, as well as the anticipated future revenue from the investment. In addition, any insurance proceeds the Funds and/or their investments receive might be inadequate to restore their economic position on the damaged or destroyed investment. Controlling Investments. A portion of a Fund’s portfolio may be comprised of investments in Portfolio Companies in which the Fund owns a significant portion of the issued and outstanding securities, including ownership and/or control positions which represent at least a majority of a Portfolio Company’s voting securities. These investments may entitle the Funds to elect a majority of a Portfolio Company’s directors and exert significant influence over a Portfolio Company’s business, operations, affairs, and transactions. These capabilities could lead the Funds to be viewed as controlling a Portfolio Company or being considered a controlling stockholder. As a result, the Funds may be exposed to claims, lawsuits, or investigations by minority stockholders, creditors, government, or regulatory authorities or other persons. In the event any such claims were successful, the Funds may be held liable for any damages that are awarded or be required to fund any settlement with such parties. Even if such claims, lawsuits, or investigations prove to be without merit, the Funds would be required to expend significant resources defending themselves and their affiliates. In addition, the Funds’ reputation and goodwill may be harmed if they are considered a controlling stockholder of a Portfolio Company that is subject to negative publicity. Minority and Non-Controlling Investments. A portion of the Funds’ investments represent minority stakes in privately held companies (and/or hold positions in Portfolio Companies where disproportionate voting control (relative to economic ownership) remains with such Portfolio Companies’ founders) and, therefore, the Funds will have a limited ability to control various strategic decisions for those Portfolio Companies. The Funds may invest in companies for which the Funds have no right to appoint a director or otherwise exert significant influence. In such cases, the Funds will be reliant on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Funds are not affiliated and whose interests may conflict with the interests of the Funds. To the extent that the management of a Portfolio Company performs poorly, or if a key manager of a Portfolio Company terminates his or her employment with such company, the Funds’ investment in such company could be adversely affected. In addition, where the Funds hold a minority position in a Portfolio Company, the Funds will likely also have limited information rights with respect to such

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Portfolio Company and thus will receive less information regarding such Portfolio Company than some or all of its other equity holders. Risks in Effecting Operating Improvements. In some cases, a Fund’s investment strategy will depend, in part, on its ability to restructure and effect improvements in the operations of a Portfolio Company. The activity of identifying and implementing restructuring programs and operating improvements at Portfolio Companies entails a high degree of uncertainty. There can be no assurance that the Funds will be able to successfully identify and implement such restructuring programs and improvements. Investments in Restructurings. The Funds may make investments in restructurings that involve Portfolio Companies that are experiencing or are expected to experience financial difficulties. These financial difficulties may never be overcome and may cause such Portfolio Companies to become subject to bankruptcy proceedings. As such, these investments could subject the Funds to certain additional potential liabilities that may exceed the value of their original investment therein. For example, under certain circumstances, payments to the Funds and distributions by the Funds to investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, a preferential payment or a similar transaction under applicable bankruptcy and insolvency laws. In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such action. Investments with Third Parties. The Funds may invest alongside third parties, including through joint ventures, co-investments, or other shared investment structures. These third parties may include other investment sponsors, strategic partners, or existing investors in a portfolio company. Investing with third parties involves additional risks. For example, such partners may experience financial, legal, or regulatory difficulties, or may have interests, objectives, or investment views that differ from those of the Fund or its General Partner. In certain cases, third parties may be in a position to take actions that are inconsistent with the Fund’s investment strategy or objectives. In some circumstances, a Fund may also be exposed to liabilities arising from the actions of its investment partners. Where third parties include a management group, they may receive compensation (including incentive-based compensation) in connection with the investment. Additionally, third parties may have existing investments in a portfolio company on terms that differ from those of the Fund. Investments alongside third parties may also be subject to additional transfer restrictions, which could limit the Fund’s ability to exit an investment. Projections. Projected operating results of a company in which the Funds invest normally will be based primarily on financial projections prepared by each company’s management. In all cases, projections are only estimates of future results that are based upon assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, the inaccuracy of certain assumptions, general economic conditions, and other factors, which are not predictable, can have a material impact on the reliability of projections.

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Return of Distributions. Indemnification obligations and obligations to return proceeds to a Portfolio Company imposed on the Funds (including obligations that arise after the Funds’ liquidation) could obligate investors to return certain distributions received from the Funds, as provided in the Offering Documents and under Delaware law. Contingent Liabilities on Disposition of Investments. In connection with the disposition of their investments in Portfolio Companies, the Funds will generally be required to make representations about the business and financial affairs of any such investment typical of those made in connection with the sale of a business. The Funds will also generally be required to indemnify the purchasers of such investment to the extent that any such representations or representations made by the Portfolio Company are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which Bluestone may establish reserves and escrows. In that regard, a distribution of proceeds that might otherwise be made may either be delayed or withheld until such reserves are no longer needed. If any such distribution is made in lieu of being delayed and withheld and such representations prove to be inaccurate, the investors could be required to return such distribution to the Funds as provided in the Advisory Agreements of the applicable Fund. Minimal Operating History. The Firm and its affiliates are each newly formed entities with limited operating history. Past investment performance of the partners of the Firm and its affiliates does not ensure future performance for the Funds. Investors could lose money in connection with their investment in the Funds. Business Continuity and Disaster Recovery Risks. The Firm’s business operations will likely be vulnerable to disruption in the case of catastrophic events such as fires, natural disaster, terrorist attacks or other circumstances resulting in property damage, network interruption and/or prolong power outages. Although the Firm has implemented, or expects to implement, measures to manage risks relating to these types of events, there can be no assurances that all contingencies can be planned for. These risks of loss can be substantial and could have a material adverse effect on the Firm and investments therein. Cybersecurity Breaches. Bluestone and the Funds’ Portfolio Companies depend heavily upon computer systems to perform necessary business functions. Although Bluestone has implemented, and Portfolio Companies will likely implement, a variety of security measures, these computer systems are subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, Bluestone and the Funds’ Portfolio Companies will be subject to threats to their respective data and systems, including malware and computer virus attacks, unauthorized access, system failures, and disruptions. If one or more of these events occur, it could potentially jeopardize the confidential, proprietary, and other information processed and stored in, and transmitted through, such computer systems and networks, or otherwise cause interruptions or malfunctions in the Firm’s, the Funds’, or Portfolio Companies’ operations, which could result in damage to the Firm’s, the Funds’, or Portfolio Companies’ reputation, financial losses, litigation, increased costs, regulatory penalties, and/or customer dissatisfaction or loss. Data Protection. Data protection and regulations related to privacy, data protection, and information security could increase costs, and a failure to comply could result in fines, sanctions, - 21 -

or other penalties, which could materially and adversely affect the results of operations of one or more Portfolio Companies and the Funds. Such Portfolio Companies are subject to regulations related to privacy, data protection, and information security in the jurisdictions in which they do business. As privacy, data protection, and information security laws are implemented, interpreted, and applied, compliance costs will likely increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Compliance with current and future privacy, data protection, and information security laws could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention, and safeguarding of personal data and some of Bluestone’s and the Funds’ current and planned business activities. A failure to comply with such laws could result in fines, sanctions, or other penalties, which could materially and adversely affect results of the Funds’ operations and overall business, as well as have an impact on Bluestone’s and the Funds’ reputation. Certain Risks Related to Investments in Sports, Media, and Entertainment Industries Sports Industry Competition. A significant portion of the Funds’ portfolio will be comprised of investments in Portfolio Companies in the sports, esports, media, and entertainment industries. The success of certain sports business can be dependent upon the performance and/or popularity of its franchises or leagues. Sports teams and leagues compete, in varying respects and degrees, with other live sporting events and with sporting events delivered over television networks, radio, the Internet and online services, mobile applications, and other alternative sources. For example, sports teams and leagues compete for attendance, viewership, and advertising with a wide range of alternatives available in the applicable metropolitan area. Sports teams and leagues face competition, in varying respects and degrees, from other professional and collegiate sports, as well as other teams and leagues within the same sport. Many metropolitan areas have more than one sports team within a given sport and/or other professional sports teams in other sports, all of which compete in varying respects and degrees. A sports team or league must compete with these other sports teams, leagues, and events, in varying respects and degrees, including on the basis of the quality of the teams, their success in the leagues in which they compete, the ability to provide an entertaining environment at games, prices charged for tickets, and the viewing availability on multiple media alternatives. Given the nature of sports, there can be no assurance that a sports team owned by the Funds will be able to compete effectively, including with companies that may have greater resources, and as a consequence, such team’s business and results of operations may be materially negatively affected. Sports Businesses Dependence on Popularity. For certain sports businesses, financial results depend in large part on the applicable sports team(s) and leagues remaining popular with their fan bases and, in varying degrees, on the competitiveness, which can generate fan enthusiasm, resulting in sustained ticket, premium seating, suite, concession, and merchandise sales during the season. In addition, the popularity of sports teams can impact television ratings, which could affect the longterm value of the media rights for such teams. Furthermore, success in the regular season may - 22 -

qualify a sports team for participation in post-season playoffs, which provides additional revenue by increasing the number of games played by such sports team and by generating increased excitement and interest in such sports team, which can improve attendance and television ratings in subsequent seasons. There can be no assurance that any sports teams will maintain continued popularity or compete in post-season play in the future. Uncertainty of Actions of Professional Sports Leagues. The governing bodies of professional sports leagues have certain rights under certain circumstances to take actions that they deem to be in the best interests of their respective leagues, which might not necessarily be consistent with maximizing the results of the Funds’ operations and which could adversely affect sports teams in which the Funds are expected to be invested in ways that do not have adverse effects on other sports teams. Each league’s governing body has imposed a number of rules, regulations, guidelines, bulletins, directives, policies, and agreements upon its teams. Changes to these provisions may apply to teams in which the Funds are expected to be invested and their personnel, regardless of whether Bluestone or its affiliates agree or disagree with such changes, have voted against such changes, or have challenged them through other means, and it is possible that any such changes could materially negatively affect sports teams in which the Funds will be invested and their results of operations to the extent they are ultimately determined to bind such teams. The commissioners of each league assert significant authority to take certain actions on behalf of their respective leagues under certain circumstances. Decisions by the commissioners of a sports league may materially negatively affect sports businesses in which the Funds will be invested and their results of operations. The leagues’ governing documents and agreements with the leagues purport to limit the manner in which one may challenge decisions and actions by a league commissioner or the league itself. Furthermore, changes to a league’s CBA may adversely impact a team owned by the Funds. Professional sports leagues have in the past been subject to work stoppages arising from strikes or lock-outs, which can have a material adverse impact on the sports teams in such league. Such circumstances will be almost entirely outside of the control of any sports teams owned by the Funds as well as outside the control of Bluestone and its affiliates, and the effect of such circumstances may be materially adverse to the Funds. Fantasy Sports and Sports Betting. The Funds may invest in Portfolio Companies involved in fantasy sports and sports betting. Portfolio Companies that operate in these industries are subject to unclear and evolving regulations. Regulatory authorities at the non-U.S., U.S. federal, state, and local levels have broad powers with respect to the regulation and licensing of fantasy sports and real money gaming operations and may revoke, suspend, condition, or limit fantasy sports or real money gaming licenses, impose substantial fines on the Funds, the Firm, or its affiliates, and take other actions, any one of which could have a material adverse effect on the business, financial condition, results of operations, and prospects of Portfolio Companies, which in turn could have an adverse effect on the Funds.

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Entertainment Businesses Competition. An entertainment business which is a Portfolio Company of the Funds may compete, in certain respects and to varying degrees, with other leisuretime activities such as television, radio, motion pictures, sporting events, other live performances, restaurants and nightlife venues, the Internet, and online and mobile services, including sites for online content distribution, video on demand, and other alternative sources of entertainment and information, for total entertainment dollars in the marketplace. An investment in a sports or entertainment business might require further investment in technology, infrastructure, facilities, venue, and other similar investments. In addition, such an investment might require further investment in competing or complementary businesses by the Funds, such as competing or complementary venues. Competitors might be better funded or have a wider array of complementary businesses, and there can be no assurances that any such further investments will have returns commensurate with those the Funds will be seeking. Entertainment Businesses Are Highly Sensitive to Customer Tastes. The Funds may invest in a sports or entertainment venue. The success of any such venue depends in part upon the ability of such venue to offer live entertainment that is popular with customers. There may be a limited number of popular artists, groups, or events that can attract audiences to such venues, and such an investment would suffer to the extent that such venue is unable to continue to attract such artists, groups and events to perform at such venue. Geographic Concentration. Many sports and entertainment businesses are concentrated in a single or a small group of markets, and as a result, are subject to a greater degree of risk than a business operating in more markets. Therefore, a sports or entertainment Portfolio Company may be particularly vulnerable to adverse events (including acts of terrorism, natural disasters, weather conditions, labor market disruptions, and government actions) and economic conditions in the markets in which it operates. Any adverse event or conditions in those markets could have a material negative effect on such Portfolio Company’s business and results of operations. Investments in the Entertainment Sector. Investments in the entertainment sector are subject to a number of risks. Demand for entertainment is discretionary and may decline during economic downturns or periods of uncertainty. Companies in this sector operate in highly regulated environments. Regulatory authorities (such as the Federal Communications Commission (FCC) in the United States and similar bodies internationally) have broad authority to impose fines, modify or revoke licenses, and implement new rules. Changes in laws and regulations—including those affecting internet and media distribution—may adversely impact these businesses. The digital media and entertainment industries are highly competitive and subject to rapid technological change. New technologies or evolving distribution models may render existing products or services less competitive or obsolete. As a result, companies in this sector may experience significant volatility. Success in this sector often depends on consumer acceptance of content, which can be difficult to predict. Businesses must continuously create, acquire, and distribute content that aligns with changing consumer preferences. Failure to do so, or an inability to secure or renew rights to desirable content on acceptable terms, may adversely affect performance. In some cases,

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performance may also be tied to the popularity of specific content themes, such as sports-related programming. Reliance on Advertising Revenue. A decline in advertising expenditures or changes in advertising markets could negatively impact a Portfolio Company. A Portfolio Company’s cable distribution, cable programming, and broadcast businesses may derive substantial revenue from the sale of advertising on a variety of platforms, and a decline in advertising expenditures in such case could negatively impact results of operations. Declines can be caused by the economic prospects of specific advertisers or industries, by increased competition for the leisure time of audiences and audience fragmentation, by the growing use of new technologies, or by the economy in general, causing advertisers to alter their spending priorities based on these or other factors. In addition, advertisers’ willingness to purchase advertising may be adversely affected by lower audience ratings for a Portfolio Company’s television programming. Changes in the advertising industry also could adversely affect the advertising revenue of a Portfolio Company’s cable programming and broadcast networks. Further, natural disasters, wars, acts of terrorism, or other significant adverse news events could lead to a reduction in advertising expenditures as a result of uninterrupted news coverage and general economic uncertainty. Reductions in advertising expenditures could negatively impact a Portfolio Company’s results of operations. Uncertainty Regarding Programming Distribution Agreements. The loss of any programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect one or more Portfolio Companies. A Portfolio Company’s cable programming network may depend on the maintenance of distribution agreements with multichannel video providers. There can be no assurance that such agreements will be renewed in the future on acceptable terms, or at all. The loss of any of these agreements, or the renewal of these agreements on less favorable terms, could reduce the reach of a Portfolio Company’s television programming and its attractiveness to advertisers, which in turn could adversely affect the investment. Risks Related to Programming Rights Agreements. In addition, a Portfolio Company’s network may have programming rights agreements of varying scope and duration with various sports leagues and associations to broadcast and produce sporting events. Labor disputes in these and other sports leagues or associations could have an adverse impact on the Portfolio Company. Certain Conflicts of Interest Side Letters. Bluestone is authorized, without the approval of any investor, to enter into one or more side letters or similar written agreements with certain investors, which will have the effect of establishing rights under or altering or supplementing the terms of the Offering Documents with respect to such investors. As a result of such side letter agreements, certain investors may receive additional benefits that other investors will not receive, including, without limitation, the circumstances under which exclusion from certain investments or involuntary withdrawals from the Funds may be required; arrangement with respect to waivers or reductions of the Management Fee and/or Carried Interest; “most favored nation” rights (i.e., the right to receive favorable rights or

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other arrangements, including co-investment arrangements, that may be afforded to other investors); rights or terms necessary in light of particular legal, regulatory, or policy requirements of an investor; and the right to receive reports from the Funds on a more frequent basis or to receive reports that include information not provided to other investors. Subject to applicable law, such agreements will be disclosed only to those actual or potential investors that have separately negotiated with the Firm or its affiliates for the right to review such agreements. Such arrangements will generally be based on such factors as the size of an investor’s commitment, an investor’s relationships with Bluestone or its affiliates, or any particular regulatory, tax, or legal considerations applicable to an investor, but the Firm or its affiliates may enter into such arrangements for any reason they deem necessary, advisable, desirable, or convenient. As a result, returns may vary from investor to investor depending on any arrangements applicable to a given investor’s Fund investment. Profits Not Shared in Proportion to Contributed Capital. The capital contributions of the General Partner will represent only a small portion of a Fund’s capital. Investors will invest greater amounts and may receive a proportionately smaller amount of the profits of the Fund than the General Partner. The General Partner’s profits interest in the Fund may create an incentive for the General Partner to make riskier investments than it would make if it were solely investing its own funds. Diverse Limited Partner Group. The investors may have conflicting investment, tax, and other interests with respect to their investment in a particular Fund. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of investments made by the Funds, the structuring or the acquisition of investments, and the timing of disposition of investments. As a consequence, conflicts of interest may arise in connection with decisions made by Bluestone or its affiliates, including with respect to the nature or structuring of investments that may be more beneficial for some investors than for others, particularly with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for the Funds, the Firm and its affiliates will consider the investment and tax objectives of the Fund and the investors as a whole, not the investment, tax, or other objectives of any investor individually. Transactions between Portfolio Companies of the Funds. Portfolio companies of the Funds may engage in commercial transactions with one another from time to time as the Firm or its affiliates determine to be appropriate in their sole discretion. Investor and Bluestone Use of Portfolio Company Products and Services. Portfolio Companies may from time to time provide products or services to certain Fund investors. Bluestone and its affiliates may have an incentive to encourage any such Portfolio Company to favor such investors (or their affiliates) relative to other clients or customers of the Portfolio Company in terms of pricing or otherwise, which could adversely affect the applicable Portfolio Company’s profitability and the ultimate returns to the Funds with respect to their investment in that Portfolio Company. In addition, the Firm and its affiliates may, in certain instances, receive discounts on products and services provided by Portfolio Companies, which could adversely affect the applicable Portfolio - 26 -

Company’s profitability and the ultimate returns to the Funds with respect to their investment in that Portfolio Company. Investors as Service Providers. Certain Fund investors or their affiliates may from time to time in the ordinary course of their business activities provide services to the Funds or their Portfolio Companies (e.g., banks that are affiliates of investors may act as lenders to the Funds or their Portfolio Companies). The Firm and its affiliates anticipate that any such services would be provided to the Funds or their Portfolio Companies on arm’s-length or otherwise customary market terms. Affiliated Service Providers. In addition to the Operating Advisors, other service providers (e.g., lawyers, accountants, lenders, banks, brokers) are also expected to provide services to the General Partners, the Funds, or (at their election) the Portfolio Companies and may also provide goods or services to or have business, personal, financial, or other relationships with the Firm or its personnel or affiliates (“Affiliated Service Providers”). Moreover, Bluestone through one or more of its affiliates may in the future own or control a service provider that has a relationship with the Funds and/or their Portfolio Companies. These relationships may influence the General Partner in deciding whether to select or recommend an Affiliated Service Provider to perform services for the Funds or Portfolio Companies (the cost of which will generally be borne directly or indirectly by the Funds or Portfolio Companies, as applicable). Advisors and service providers, or their affiliates, often charge different rates or have different arrangements for specific types of services. Therefore, based on the types of services used by the Funds and Portfolio Companies as compared to the Firm and its affiliates and the terms of such services, Bluestone and its affiliates may benefit to a greater degree from such vendor arrangements than the Funds or Portfolio Companies. More generally, terms on which such services are provided to such persons and entities may, in certain circumstances, differ from (and be more favorable than) those on which similar services are provided to the Funds or their Portfolio Companies. The Firm believes that, given the quality of such an Affiliated Service Provider’s services, the value proposition of using such an Affiliated Service Provider would be a significant benefit for the Funds and their Portfolio Companies than what Bluestone believes the Funds or their Portfolio Companies would otherwise be able to receive from comparable service providers. Notwithstanding the foregoing, it is the Firm’s practice to seek to select service providers for the Funds and their Portfolio Companies that it believes are in the best interests of the Funds or their Portfolio Companies based on their merits and not based on the services, or the terms of such services, provided to Bluestone or its affiliates. From time to time, the Firm and its affiliates will review their selection of service providers and the arrangements between the Funds and their Portfolio Companies and such Affiliated Service Providers. Consultants. Bluestone may engage, or cause the Funds to engage, consultants from time to time, including consultants made available through “expert networks”, to provide services to the Funds or their Portfolio Companies for particular purposes or particular projects, and such consultants may receive fees or other remuneration and expense reimbursement (including travel and travel-related - 27 -

expenses) from the Funds or the applicable Portfolio Companies, none of which would reduce the Management Fees of the Funds and all of which would constitute a direct or indirect expense of the Funds. Such services may include, among others, assisting the General Partners with technical or marketing research or due diligence with respect to companies in which the Funds are considering an investment or have invested or providing technical, financial, or other operational services to Portfolio Companies. Operating Advisors. The Firm may engage or employ one or more individuals with significant industry, domain, transactional, financial, investment, operating, or other experience to assist with strategic advice, sourcing investment opportunities, conducting due diligence, facilitating transaction execution, and overseeing or providing similar services to one or more Portfolio Companies or to Bluestone and/or its affiliates in connection with any such Portfolio Companies (the “Services”), including by serving as an executive of, “executive advisor” to, or consultant to one or more Portfolio Companies (each, an “Operating Advisor”). Pursuant to the 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 or its affiliates. Moreover, such compensation, fees, and expenses do not offset the Management Fees of the Funds. Such compensation, fees, and expenses are expected to include cash fees, profits or equity interests in a Portfolio Company, a share of proceeds upon the sale of a Portfolio Company, benefits and other indicia of employment, retainer fees, consulting fees, and/or other incentivebased compensation, and any expenses associated with the formation and capitalization of a “search”, “roll-up”, or acquisition vehicle to be utilized by an Operating Advisor in connection with the Services. Operating Advisors may also have the opportunity to invest in the Funds and/or one or more Portfolio Companies on preferential terms relative to the investors or any other Co-Investor (as defined below). Operating Advisors are expected to be entitled to indemnification and exculpatory protections from the Funds on the same terms and conditions as the Firm and its affiliates. In addition, the Funds and their Portfolio Companies may pay an Operating Advisor to perform Services that, directly or indirectly, benefit the Firm, other Funds, and/or Portfolio Companies of other Funds and there can be no assurance that the Firm will be able or willing to prevent this from occurring. Bluestone and its affiliates shall not, and shall have no duty or other obligation under the Offering Documents, to disclose to the investors or the Advisory Committee the compensation, fees, and expense arrangements of Operating Advisors as it pertains to the Funds, any Portfolio Company, or any other entity or individual. Time and Attention of Investment Professionals. The Principal and other Bluestone investment professionals, as applicable, will devote a portion of their time to the business of the Funds other than any given Fund and to certain other business endeavors. Conflicts may arise in the allocation of such person’s time among the Funds and other such investment partnerships and endeavors. Formation of New Funds. Pursuant to the terms of the Offering Documents, the Firm may establish additional investment funds which may or may not be competitive with the Funds, and

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there can be no assurance that the creation of such additional investment funds will not give rise to conflicts of interest between the investors of the respective funds. Investment Opportunities. Conflicts of interest may arise in allocating investment opportunities among the Funds, regardless of whether such investment vehicles are currently existing, fundraising, or contemplated. The strategy of the Funds may overlap to some degree, and thus, an investment may in the first instance be allocated to another investment vehicle even though it may otherwise be an eligible investment for a Fund, or the Fund may not be able to acquire the entire amount of such investment opportunity (including because capital from anther Fund has been applied in part towards such acquisition). Allocation of investment opportunities will generally be made in the sole discretion of Bluestone and its affiliates. There can be no assurance that the allocation of investment opportunities by the Firm and its affiliates will not give rise to conflicts of interest between the investors of the respective Funds. Co-Investment by Investors and Other Third Parties. As discussed in Item 5 above, Bluestone may, but is under no obligation to, provide opportunities to co-invest with the Funds to CoInvestors. Bluestone may provide opportunities to co-invest with the Funds to one or more Fund investors (or persons or entities associated with Fund investors) without making such opportunity available to all Fund investors. Co-investments may be made directly in the applicable Portfolio Company or through vehicles formed by the Firm for such co-investment or to accommodate co-investments in general. Bluestone may receive fees, carried interest, or other compensation in connection with such coinvestments. The allocation of co-investment opportunities may involve a benefit to the Firm including, without limitation, management fees, carried interest, or other transaction-based compensation in connection with the co-investment opportunity and/or additional capital commitments to the Funds. As a result, Bluestone may be subject to conflicting interests with respect to offering co-investment opportunities. Fees from Portfolio Companies. Bluestone may receive certain fees (whether in cash or in the form of options, restricted stock, warrants, or other similar rights) from Portfolio Companies in connection with the purchase, monitoring, or disposition of the Funds’ investments or in connection with unconsummated transactions or in connection with providing services to such Portfolio Companies as directors, consultants, or otherwise (e.g., directors’ fees, transaction fees, financial consulting fees, monitoring fees, advisory fees, and “break-up fees”). As described in the Offering Documents, such fees will generally, but not always, result in a partial reduction in the Management Fee subject to the provisions of the Offering Documents. However, such “management fee offset” provisions of the Offering Documents generally do not apply to (and therefore neither the Funds nor any investors will benefit from) fees or remuneration received from Portfolio Companies of the Funds by any other individual in his or her capacity as an officer or employee of (or consultant to) a particular Portfolio Company, including any such individual employed by or otherwise providing services to the Firm. In addition, such “management fee offset” provisions will not apply to Operating Advisors. - 29 -

The foregoing list of risks and potential conflicts of interest does not purport to be a complete enumeration of the risks and conflicts attendant to an investment in the Funds. Additional risks and conflicts may exist that are not presently known to Bluestone or its affiliates or are deemed immaterial. Prospective investors should read the Offering Documents in their entirety and consult with their independent advisors before deciding whether to invest in the Funds. In addition, as the investment program of the Funds develops and changes over time, an investment in the Funds may be subject to additional and different actual and potential risks and conflicts of interest.

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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.

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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.

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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 -

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.

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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.

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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.

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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.

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