Bluestone Investment Manager LLC

ITEM 5 – FEES AND COMPENSATION

Any new Fund launched by Bluestone may have materially different terms than those summarized
below. The fees paid by the Funds are negotiable by Investors only prior to an investment in the
Fund, at the discretion of the relevant General Partner. The General Partners have reduced and
waived fees for certain Investors, including employees, officers, directors who are part of the
General Partner.

Management Fees

Bluestone is generally compensated for its advisory services through asset-based management fees
(“Management Fees”) of 2.0%, annually, of capital commitments of the investors of the relevant
parallel Funds during the investment period. After the investment period, the Management Fee is
2% annually of the aggregate cost basis of the relevant Funds’ investments. The Management Fee
is typically paid quarterly in advance.

Carried Interest

In addition, as described in more detail in Item 6 below, the applicable General Partner receives a
performance allocation (commonly referred to as “Carried Interest”) in each Fund generally once
all capital contributions plus a preferred return, when applicable, have been returned to the investors
in the Fund (pursuant to the terms in each Fund Agreement).

In addition, Bluestone, its employees, officers, directors and/or its affiliates perform advisory,
management and other services for portfolio companies or prospective portfolio companies.
Bluestone and its affiliates have been, and will in the future be, compensated for such additional
services which may include, but are not limited to transaction, commitment, break-up, syndication,
guarantee, directors, officers, management, monitoring, advisory, and other fees paid by a portfolio
company or prospective portfolio company (“Additional Services”). These fees are often
substantial and are typically paid in cash but may be paid in kind (via securities of the portfolio
company). Fees may be fixed or determined by another metric. Such fees are typically subject to
the Management Fee offset discussed below, except with respect to certain carve-outs as detailed
in the Governing Documents.

As set forth in the Fund Agreements, each set of parallel Funds pays all applicable fees, costs,
expenses, liabilities and obligations relating to the Funds and/or their activities, business, portfolio
companies or actual or potential investments, including with respect to any entities formed to effect
the acquisition and/or holding of a portfolio company (to the extent not borne or reimbursed by a
portfolio company or potential portfolio company), including all fees, costs, expenses, liabilities
and obligations relating or attributable to:

    (i)     activities with respect to the pursuing, structuring, organizing, negotiating,
            consummating, financing, refinancing, diligencing (including any subscriptions to any
            periodicals, databases and/or research services), acquiring, bidding on, owning,
            managing, (including costs of conferences, training programs, meetings or other events
            for portfolio companies and their respective executives and/or other personnel)
            monitoring, operating, holding, hedging, restructuring, trading, taking public or
            private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of,
            as applicable, the Fund’s portfolio companies and its actual and potential investments
            (including follow-on investments) or seeking to do any of the foregoing (including any

         associated legal, financing, commitment, transaction or other costs payable to
         attorneys, accountants, tax professionals, investment bankers, lenders, expert
         networks, third-party diligence, software and service providers, consultants and similar
         professionals in connection therewith (including costs of legal counsel, consultants
         and/or other service providers to procure, develop, establish, review, revise, customize,
         upgrade and/or negotiate relationships relating to the foregoing));
(ii)     indebtedness of, or guarantees made by, the Fund, BIM, the General Partner or any
         “affiliated partner” on behalf of the Fund (including any credit facility, letter of credit
         or similar credit support), including the repayment of principal and interest with respect
         thereto, or seeking to put in place any such indebtedness or guarantee;
(iii)    financing, commitment, origination and similar activities;
(iv)     broker, dealer, finder, underwriting (including both commissions and discounts), loan
         administration, private placement fees, sales commissions, investment banker, finder
         and similar services;
(v)      brokerage, sale, custodial, depository, local paying agent, trustee, record keeping,
         account, registered office and similar services, including any law, rule or regulation
         relating to the implementation thereof);
(vi)     legal, accounting, research, auditing, technology, administration (including costs
         associated with any third-party administrator and administration, tracking or reporting
         software, if any), information, appraisal, advisory, valuation (including third-party
         valuations, fairness opinions, appraisals or pricing services), recruiting portfolio
         company personnel (including headhunter fees, background checks and relocation
         costs), consulting (including consulting and retainer fees, salary and other
         compensation paid to, and benefits or personnel costs provided to or on behalf of, the
         Operations Group or any of its members, consultants performing investment initiatives
         or providing services related to environmental, social and governance investment
         considerations and policies and other consultants), tax and other professional services
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ITEM 7 – TYPES OF CLIENTS

Bluestone provides investment advisory services to the Funds, described in Item 4, above on a
discretionary basis The Funds invest capital contributed to them by Investors that are accredited
investors (as defined in Regulation D under the Securities Act of 1933) and qualified clients (as
defined in Rule 205-3 of the Advisers Act) in accordance to the Funds’ stated investment objectives
and strategies

Investors in the Funds typically include institutional investors, such as pension plans, foundations,
endowments, insurance companies, and family offices, as well as high-net-worth individuals and
other accredited or qualified clients, as applicable.

The Adviser generally does not provide investment advisory services directly to individual
Investors.

Investment in the Funds is offered through private placements and is subject to eligibility
requirements, including minimum capital commitments and investor qualification standards, which
are set forth in the applicable governing documents of each Fund. The Adviser reserves the right to
accept or reject any prospective investor in its sole discretion.

Any new Fund launched by Bluestone may have different terms than those summarized above.