Valstone Partners VI LLC

Item 5.        Fees and Compensation.

        We are (or one of our affiliates is) compensated for our services to our private
investment fund clients with (i) a fee based on the amount of capital that has been
committed to invest in the private investment fund or the value or cost of the private
investment fund’s assets (the “Investment Advisory Fee”), (ii) a performance based fee in
the nature of a partnership allocation (the “Performance Fee”), and/or (iii) fixed fees.
These fees are described in each private investment fund’s operating or limited
partnership agreement and/or the investment advisory agreements between us and our
private investment fund clients. We or one of our affiliates serves as the manager or
general partner of our private investment fund clients and, as such, we pay ourselves any
fees owed to us by our private investment fund clients.

        We and/or our affiliates will not take a Performance Fee with respect to or related
to funds invested by a member or limited partner into one of our private investment fund
clients unless (a) the private investment fund client is not required to register as an
investment company under the Investment Company Act pursuant to the exemption from
registration provided by Section 3(c)(7) of the Investment Company Act or (b) that
member or limited partner is a “qualified client” as defined in Rule 205-3 under the
Advisers Act. In all cases, unless otherwise provided by the terms of the private
investment fund’s operating or limited partnership agreement or the investment advisory
agreement between us and our private investment fund clients, any fees paid but not
earned will be appropriately prorated upon termination (generally based on the number of
days in a quarter during which investment advisory services were provided over the
number days in the quarter), and we will return the unearned fee to our private investment
fund client. These fees do not include fees that our private investment fund clients pay
directly or indirectly to our affiliate asset manager, ValStone Asset Management, LLC.
Fees payable to ValStone Asset Management, LLC are discussed below.

        Each of our private investment fund clients will generally bear its own
organizational and administrative expenses, and we and our affiliates will generally be
reimbursed for any expenses incurred for the benefit of the private investment fund
clients. In general, these expenses are described in each private investment fund’s
operating or limited partnership agreement and/or the investment advisory agreements
between us and our private investment fund clients. In that regard, in general, all third-
party organizational expenses and fees incurred in connection with the organization of
each private investment fund client (up to any applicable cap as discussed below) are
borne by the private investment fund, and the private investment fund clients reimburse
us and our affiliates for any out-of-pocket expenses incurred by us and our affiliates in
connection with their organization. Also, in general, each private investment fund is
responsible for and pays all costs and expenses related to its business and operations,
including, but not limited to, costs and expenses related to the offering of membership or
limited partnership interests in the private investment fund and the administration,
origination and investment activities of the private investment fund (provided, however,
that our private investment fund’s operating or limited partnership agreements impose
caps on the organizational and offering expenses paid by the private investment fund).
Accordingly, in general, we and our affiliates are entitled to reimbursement from our

private investment fund clients to repay any such costs and expenses that we or our
affiliates incur on their behalf. Such costs include, without limitation, legal, compliance
(provided, however, that the costs of ValStone Partners’ general compliance with the
Advisers Act is borne by ValStone Partners), appraisal, accounting, auditing, custodial,
regulatory and tax reporting, financial reporting, consulting, postage, materials, supplies,
printing, copying, communications, data, data processing, brokerage, due diligence
(including due diligence and legal expenses of potential investors in the private
investment funds), research, travel, entertainment, temporary employees, contract labor,
and other costs and expenses paid. Item 12 of this Brochure discusses brokerage.

         When we have non-private investment fund clients, they will compensate us for
our services with (i) a percentage of assets under management, (ii) performance-based
fees, (iii) fixed fees, and/or (iv) hourly charges. Our non-private investment fund clients
are limited to “qualified clients” as defined in Rule 205-3 of the Advisers Act. These fees
will be described in each investment advisory agreement between us and any non-private
investment fund client. In all cases, unless otherwise provided by the terms of the
investment advisory agreement, we will appropriately prorate upon termination any fees
clients have pre-paid that we have not earned (generally based on the number of days in a
quarter during which investment advisory services were provided over the number days
in the quarter) and will return such fees to the clients. Historically, the provision of
investment advisory services to non-private investment fund clients has not been a
material part of our business, and we do not currently have any non-private investment
fund clients.

         Investment Advisory Fee: We receive an annual Investment Advisory Fee
payable quarterly in advance or at the end of each quarter (depending upon the terms of a
specific private investment fund’s operating or limited partnership agreement). In
general, except with respect to ValStone Healthcare Properties Fund, L.P., for which
ValStone Healthcare Properties Fund Manager, LLC, serves as investment adviser, the
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Item 7         Types of Clients.

        We provide investment advice and serve as the manager or general partner and/or
investment advisor of one or more limited liability companies or limited partnerships in
the business of investing in securities and other assets (i.e., private investment funds).
The private investment funds are not required to register as investment companies under
the Investment Company Act pursuant to exemptions from registration provided by
Section 3(c)(1) and/or Section 3(c)(7) thereunder. The members or limited partners in
such private investment funds can be any type of “legal” person, including, without
limitation, individuals, partnerships, corporations, limited liability companies, trusts, or
governmental entities or instrumentalities. Similarly, our non-private investment fund
clients can also be any type of “legal” person.

        We will not provide investment advisory services to any client unless the client
has available a minimum amount of assets on hand or a minimum amount of
commitments available from the client’s members or limited partners. We determine this
minimum amount on a client-by-client basis. Also, our non-private investment fund
clients are limited to “qualified clients” as defined in Rule 205-3 of the Advisers Act.