Bluestone Equity Partners LP

ITEM 5. FEES AND COMPENSATION

                                        Management Fees

As compensation for investment advisory services rendered to the Funds, Bluestone expects to
receive from each such Fund an advisory fee (each, a “Management Fee”) typically ranging from
1.5% - 2.0%, calculated based on committed capital, remaining invested capital, or fair market value
with respect to such Fund. Management Fees will generally fluctuate throughout the life of a Fund.
Management Fees paid by a Fund are also reduced by certain other fees or compensation received
by the Firm or its affiliates that relate to such Fund’s activities and investments, or by certain
organizational or other expenses borne by such Fund, as described in more detail in the applicable
Advisory Agreements. Management Fees paid by a Fund are indirectly borne by investors in such
Fund.

Management Fees are expected to vary Fund by Fund and will generally be paid quarterly in
advance. Management Fees will be deducted directly from each Fund’s account and will generally
be borne by each Fund’s third-party investors. Upon termination of a Fund’s Advisory
Agreements, Management Fees that have been prepaid will be returned on a prorated basis.

The precise amount of, and the manner and calculation of, the Management Fees for each Fund
are established by the Firm and are set forth in such Fund’s Advisory Agreements received by each
investor prior to investment in such Fund. The Management Fees and other fees and distributions
described herein are generally subject to modification, waiver, or reduction by the Firm in its sole
discretion, both voluntarily and on a negotiated basis with selected investors via side letters and
other arrangements, which may not be disclosed to other investors in the same Fund. Fees may
differ from one Fund to another, as well as among investors in the same Fund.

                                         Carried Interest

As more fully described in the applicable Offering Documents, a Fund’s General Partner will
generally receive a carried interest (the “Carried Interest”) with respect to such Fund equal to
varying percentages of realized profits in excess of a set compound preferred return. The Carried
Interest distributed to the General Partner would usually be subject to a potential clawback at the
end of a Fund’s life if such General Partner has received excess cumulative distributions, and at
certain interim intervals as provided in the Offering Documents.

Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and/or
investors in such Funds can incur lower or no Carried Interest from time to time. Firm personnel
may invest in the Funds indirectly through the Funds’ General Partners, and therefore will
generally not pay Carried Interest with respect to their indirect investments in the Funds.

                                             Expenses

Fund Expenses. To the extent permitted by a Fund’s advisory agreements and offering documents,
each Fund will bear the expenses associated with its formation, operation, and investment activities
to the extent such expenses are not borne by Portfolio Companies or other parties. These expenses

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 non-
U.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
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ITEM 7. TYPES OF CLIENTS

The Firm currently provides investment supervisory services to the Funds. Investment advice is
provided directly to the Funds (subject to the direction and control of the General Partner of each
such Fund, if applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the Investment Company Act. Investors in the Funds are generally expected to
be “qualified purchasers” as defined in the Investment Company Act, and will include, among
others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, trusts,
estates, charitable organizations, university endowments, corporations, limited partnerships,
limited liability companies, and other entities.

The Firm does not have a minimum size for any Fund, but minimum investment commitments
may be established for investors in the Funds. Minimum investment amounts (if any) will be set
forth in each Fund’s Offering Documents. However, the General Partner of each Fund may in its
sole discretion permit investments below the minimum amounts set forth in its Offering
Documents.