FlowStone

Opportunity Fund
CONFIDENTIAL

June 2021 CONFIDENTIAL

 Important Disclosures | Performance Reporting
(1)The performance data shown represents past performance. Past performance is no guarantee of future results. Investment
return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost.
Current performance may be lower or higher than the past performance quoted.
(2) Returns are presented net of expenses of 9.54% (gross) and 7.16% (net), The net expense ratio reflects a Fee Waiver and/or
Expense Reimbursement of 2.38%. If the Fee Waiver and/or Expense Reimbursement had not been in place, returns would have
been lower. Performance figures do not reflect the 2% early repurchase fee that may apply to some unit holders. Expenses are
estimated as of the Fund’s prospectus, effective March 26, 2021.
(2) The Adviser has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Fund, whereby the
Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required
to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, certain transaction-related expenses,
extraordinary expenses, acquired fund fees and expenses and the Incentive Fee) do not exceed 1.95% on an annualized basis (the
“Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Adviser may recoup
amounts waived or assumed, provided it is able to affect such recoupment without causing the Fund’s expense ratio (after
recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at
the time of the recoupment. The Expense Limitation Agreement will continue until at least August 29, 2021, and will automatically
renew thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at least annually by
a majority of the Trustees. The Expense Limitation Agreement may be terminated by the Fund’s Board of Trustees upon thirty
days written notice to the Adviser. The Expense Limitation Agreement also provides that, after the commencement of operations
until the first anniversary of the commencement of operations, the Adviser agrees to waive fees payable to it by the Fund on
assets held in cash or cash equivalents less the total amount of capital committed by the Fund and not yet drawn for investment.
The Expense Limitation Agreement will have a term ending one-year from the date the Fund commences operations, and will
automatically renew thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at
least annually by a majority of the Trustees. The Expense Limitation Agreement may be terminated by the Fund’s Board of
Trustees upon thirty days’ written notice to the Adviser.
(3) Shareholders also indirectly bear a portion of the asset-based fees, performance or incentive fees or allocations and other
expenses incurred by the Fund as an investor in the Portfolio Funds. Generally, asset-based fees payable in connection with
Portfolio Fund investments will range from 1% to 2.5% (annualized) of the commitment amount of the Fund’s investment, and
performance or incentive fees or allocations are typically 20% of a Portfolio Fund’s net profits annually, although it is possible that
CONFIDENTIAL

such amounts may be exceeded for certain Portfolio Fund Managers. Historically, a substantial majority of the direct investments
made by the Adviser and its affiliates on behalf of their clients have been made without any “acquired fees” (i.e., free of the
management fees and performance/incentive fees or allocations that are typically charged by Portfolio Fund Managers). The
“Acquired Fund Fees and Expenses” disclosed above, however, do not reflect any performance-based fees or allocations paid by
the Portfolio Funds that are calculated solely on the realization and/or distribution of gains, or on the sum of such gains and
2 unrealized appreciation of assets distributed in kind, as such fees and allocations for a particular period may be unrelated to the
cost of investing in the Portfolio Funds.
 Important Disclosures | Performance Reporting

Information about benchmark indices is provided to allow you to compare it to the performance of the Fund. The Fund is actively
(4)

managed and not intended to replicate the performance of the indices: the performance and volatility of the Fund may differ
materially from the performance and volatility of the indices, and Fund holdings will differ significantly from the securities that
comprise the indices. You cannot invest directly in indices, which do not take into account trading commissions and costs.

MSCI World Index - The MSCI World Index is a broad global equity index that represents large and mid-cap equity performance
across all 23 developed markets countries. It covers approximately 85% of the free float-adjusted market capitalization in each
country.
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3
 Important Information
2
BEFORE INVESTING YOU SHOULD CAREFULLY CONSIDER THE FUND’S INVESTMENT OBJECTIVES, RISKS, CHARGES AND
EXPENSES. THIS AND OTHER INFORMATION IS IN THE PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED FROM FLOWSTONE
PARTNERS AT 312‐429‐2419. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST.

The Shares are speculative and illiquid securities involving substantial risk of loss. An investment in the Fund is appropriate only for
those investors who do not require a liquid investment, for whom an investment in the Fund does not constitute a complete
investment program, and who fully understand and can assume the risks of an investment in the Fund. Investors should carefully
review and consider potential risks before investing. The Fund has been organized as a non-diversified, closed-end management
investment company and designed primarily for long-term investors. An investor should not invest in the Fund if the investor needs a
liquid investment. The Fund could experience fluctuations in its performance due to several factors. As a result of these factors, results
for any previous period should not be relied upon as being indicative of performance in future periods.

The Fund Investments may include low grade or unrated debt securities (“high yield” or “junk” bonds or leveraged loans) or investments
in securities of distressed companies. Such investments involve substantial, highly significant risks. The Fund may invest in mezzanine
debt instruments, which are expected to be unsecured and made in companies with capital structures having significant indebtedness
ranking ahead of the investments, all or a significant portion of which may be secured. The Portfolio Fund Managers and (subject to
applicable law) the Fund may employ leverage through borrowings or derivative instruments and are likely to directly or indirectly
acquire interests in companies with highly leveraged capital structures. The Fund and Portfolio Fund Managers may use derivatives and
the use of derivative instruments for hedging or speculative purposes by the Fund or the Portfolio Fund Managers could present
significant risks, including the risk of losses in excess of the amounts invested. The overall performance of the Fund's secondary
investments will depend in large part on the acquisition price paid, which may be negotiated based on incomplete or imperfect
information. Secondary investments may also incur contingent liability risk and syndicate risk. Potential lack of diversification and
resulting higher risk due to concentration of allocation authority when a single adviser is utilized. The Adviser does not control the
investments or operations of the Portfolio Funds. For a complete discussion of risks please review the prospectus carefully.

Distribution services provided by Foreside Financial Services, LLC.

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4
 I. FlowStone
Opportunity Fund
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5
 Important Information
This material is published as assistance for recipients but does not constitute investment advice and is not to be relied upon as
authoritative nor to be substituted for one’s own judgment. This information is not a recommendation to purchase or sell a security or
follow any strategy or allocation. Before making any investment decision, you should seek expert, professional advice and obtain
information regarding the legal, fiscal, regulatory and foreign currency requirements for any investment according to the laws of your
home country and place of residence.

The information contained herein reflects views as of a particular time and is subject to change without notice. It is for illustrative
purposes only and may not be representative of current or future investments or allocations. Any forward-looking statements are based
on assumptions, and actual results may vary from such statements. There is no requirement to update information provided, unless
otherwise required by applicable law. While reasonable efforts have been used to obtain information from reliable sources, no
representations or warranties are made as to the accuracy, reliability or completeness of third-party information presented. The
information contained in this document is unaudited.
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6
 FlowStone Opportunity Fund

FlowStone Opportunity Fund provides highly diversified Private Equity exposure

through an investor-friendly structure

Proven and Experienced Simplified Access to

Multi-Strategy Intrinsic Value Orientation
Team Private Equity

Over 63 years of combined Diversified access to: Investment strategies Low investment minimum,
private equity fund • ~$90 billion secondary focused on manager quarterly investment and
investing and management market(1) quality and acquiring assets redemption windows,
experience at Landmark • $203 billion primary at a discount to Intrinsic immediate evergreen
Partners, Partners Group, market(2) Value, reducing or allocation, and timely Form
MatlinPatterson, • Direct co-investments eliminating the J-Curve 1099 tax and financial
and Aberdeen Standard sponsored by core reporting
private equity managers

The Fund’s investment objective is to generate compelling risk-adjusted long-term returns by

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continuously building a private equity portfolio through the secondary purchase of mature fund
interests, primary commitments to new funds, and direct co-investments alongside trusted
private equity managers

(1)Source: UBS; “Navigating a New Reality: UBS’s 2021 Secondary Market Survey and Outlook” – February 2021
7
(2)Source: PitchBook; PitchBook’s 2020 Annual US PE Breakdown – March 2021
 FlowStone Opportunity Fund | Summary

FSOF Performance Data (as of 3/31/2021) (1)

Annualized
Standard
Total Return %* QTD (Q4) %* YTD %* Inception to Date ITD** %
Deviation**
("ITD“**) %
FlowStone Opportunity Fund 7.1% 7.1% 24.3% 46.4% 17.4%
Russell 2000 12.7% 12.7% 23.3% 44.2% 28.6%

S&P 500 6.2% 6.2% 19.9% 37.5% 20.3%

MSCI World 4.9% 4.9% 17.2% 32.1% 20.5%
*Note: Returns are calculated based on a calendar quarter and year. For financial reporting purposes, the FSOF FY ends on March 31st, as stated in the
prospectus. FSOF returns are a calculated net of all fees and expenses
**Note: “Annualized Inception to date (ITD)” performance metrics represent annualized figures. Inception date of August 31, 2019

Number of Number of
Net Assets(2) NAV/Unit Committed Capital (4) Number of Funds
Transactions(3) Companies

$135.5 million $14.64 11 66.6% 30 290

The performance data shown represents past performance. Past performance is no guarantee of future results. Investment return and principal value
CONFIDENTIAL

will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the
past performance quoted. It is not possible to invest directly in an index.
(1) See “Important Disclosures | Performance Reporting” on page 2
(2)Shareholders’ Equity as of March 31, 2021
(3) See the Glossary for the definition of “Transaction(s)”
(4) Committed Capital reflects the amount of capital invested into the Fund by investors
8
Disclosure: Diversification does not ensure a profit or protect against loss.
 Fund Exposure Summary – December 31, 2020
Transactions(1) Number of Funds Number of Companies Top 5 Fund Holdings By NAV(2) % of NAV

LiquidStock 1 20
B.C. European Capital IX 17.7%
Project Envy 1 43
Project Grid 15 47
AIC Credit Opportunities
Apax X 1 6 6.6%
Partners Fund II
NMC VI 1 3
Fin VC I 1 17 Versant Venture Capital IV 5.0%
Project AMPCF 1 6
Project Senator 1 6 Point 406 Ventures I 3.9%
Project Colonial 6 125
Project Boston College 1 11 Francisco Partners III 3.8%
Total 29 284

Transaction Type (Committed Capital) Vintage Year (Committed Capital) Investment Strategy (Committed Capital)

15% 19% 9% 11%

5%
48%
20%
22% 41%
85%
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18%
2005 2006 2007 2008 2009
Primary Secondary Buyout Venture Credit
2011 2014 2019 2020
(1) See Glossary for the definition of “Transaction(s)”;
(2) Represents the five largest individual investment positions in the Fund as determined by Net Asset Value as of December 31, 2020

9 Disclosure: Diversification does not ensure a profit or protect against loss

Disclosure: Holdings are subject to change
 FlowStone Opportunity Fund | Transactions

Transaction Exposure as a % of Invested Capital (1)

17.0% 16.8%

15.3%
14.7%

9.3%

7.7%

6.2%
5.0%

3.1% 3.1%
2.0%
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As of December 31, 2020 the Fund had Committed 83% of its Total Capital
(1)Total Capital is the amount of capital invested into the Fund by investors
10
Disclosure: Holdings are subject to change. Due to rounding, figures may not exactly total 100%
 Barriers to Investing in Private Equity

Economic Barriers Operational Barriers Psychological Barriers

High investment minimums Limited flexibility in timing and Unfamiliarity with asset class
amount of investment

Capital required to build a diversified Access to opportunities Less regulated funds and managers
portfolio

J-Curve Investment expertise J-Curve

Lack of liquidity Institutionally oriented marketing, Lack of liquidity

investment structures, and terms

Constant liquidity requirements to K-1 tax reporting

meet capital calls

Institutions have benefited from Private Equity’s potential to generate excess risk-adjusted returns
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and enhance diversification. Individual investors have largely been excluded from the asset class

11
 FlowStone Opportunity Fund

Flexible Private Equity

Investment Strategy
• Diversified core private equity
allocation with a single investment
• Secondaries
• Primaries
• Co-Investments

Highly Experienced Team 1940 Act Registered Fund

• Over 63 years combined of PE Structure
secondaries and fund • Evergreen fund with
investing experience immediate exposure
• Managed private equity funds • Quarterly investment and
on behalf of sophisticated redemption windows
institutional investors • Low minimums
• Form 1099 tax reporting
• Subject to strict regulation
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The FlowStone Opportunity Fund provides diversified Private Equity exposure and lowers the barriers to
entry through a closed-end fund structure
12
Disclosure: Diversification does not ensure a profit or protect against loss. Past performance does not guarantee future results.
 Potential Benefits of a Multi-Strategy Approach

Secondary Strategy
• Acquire mature assets at a discount
to intrinsic value
• Eliminate or mitigate the J-Curve
• Accelerated asset exposure and
shorter duration
• High level of diversification
• Excess risk-adjusted return potential

Primary Strategy Co-Investment Strategy

• Commit capital to new funds • Typically no fees at the
• Potential for enhanced ROIs investment level
versus secondaries • Potential for selective
• Ability to increase exposure to enhancement of program
top managers and funds returns
• Strategic value to being a • Increased transparency and
continuous investor with a the potential for greater
manager control
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Dynamic portfolio construction with the potential for Private Equity returns, a reduced J-Curve, and
increased diversification
13
Disclosure: Diversification does not ensure a profit or protect against loss. Past performance does not guarantee future results.
 FlowStone Fund Structure

FlowStone Fund Traditional Private Equity Fund of Funds

Investment Objective The Fund’s investment objective is to generate appropriate risk- The Fund’s investment objective is to generate appropriate risk-
adjusted long-term returns by assembling a diversified portfolio adjusted long-term returns by assembling a diversified portfolio
of private equity investments through secondary acquisition, of private equity investments through primary commitments
primary commitments, and co-investments

Investment Timing Quarterly unit purchases at current NAV allow for investors to Fund managers typically raise new capital every two to four
participate when it meets their timing, not only when the fund years, limiting the investor’s ability to invest only when
manager is raising capital managers are actively raising capital

Investment Structure Investors buy into an existing portfolio, enjoying immediate Investments are made over time, often several years, so
exposure. Proceeds are reinvested in the vehicle, increasing exposure increases gradually. “Blind Pool Risk” exists because
the potential for continuous capital appreciation and there is no visibility on the assets to be acquired
compounded growth

Regulatory Registered investment companies are designed specifically for Limited partnership vehicles are designed for institutional
Oversight individual investors and are subject to strict regulation investors and are subject to fewer regulatory obligations
regarding valuations and reporting. This may be less suitable
for individual investors

Tax and Form 1099 tax reporting Limited partnerships issue K-1s, which are seldom available by
Reporting Quarterly filings and investor reporting the April 15 tax filing deadline, requiring an extension with the
IRS

Distributions Registered Investment Companies must distribute income, Traditional private equity limited partnerships distribute capital
annually. Distributions are automatically reinvested in the fund and income at the sole discretion of the manager. Funds often
unless the investor opts out of the reinvestment plan make no distributions for the first several years of a fund’s life

Redemption Redemption feature allows investors to redeem their units at Private equity limited partnerships provide no flexibility for the
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Option(1) NAV quarterly (subject to a fund-level cap and/or board investor to manage liquidity. Investors are locked up until the
approval) manager makes its final distribution

(1) The Fund is not a liquid investment. No Shareholder will have the right to require the Fund to redeem its Shares. The Fund from time to time may offer to repurchase Shares pursuant to written tenders by
the Shareholders

Note: This presentation is for discussion purposes only and is not intended to be an offer to sell or the solicitation of an offer to buy any securities. In the event securities were offered, this presentation would
be superseded and replaced in its entirety by a preliminary or final term sheet, prospectus, offering agreement or memorandum, partnership agreement and/or other supplemental and controlling documents
14 for a specific offer. In the event of any inconsistency between the information presented herein and that information presented in a preliminary or final term sheet, prospectus, offering agreement or
memorandum, partnership agreement and/or other supplemental and controlling document, the latter shall govern in all respects.
There is no guarantee that the Fund will achieve its investment objective.
 Private Equity Investment Strategy Comparison

Secondary Fund Strategy Private Equity Portfolio Strategy

Portfolio Objective and Build a highly diversified portfolio of private equity Build a diversified portfolio of private equity assets either
Strategy investments through the acquisition of mature private through the direct investment in the securities of private
equity fund interests from motivated sellers, typically at a companies or the investment in newly formed private equity
discount from Net Asset Value (“NAV”) funds

Capital Deployment Pace Investor’s full capital is at work quickly due to the Capital is deployed gradually after the investor’s commitment –
purchase of portfolios of mature funds and investments typically over a five to seven-year horizon as the funds make new
company investments

Diversification Diversification occurs rapidly, as portfolios of multiple Diversification occurs slowly as the investor invests in multiple
funds are acquired funds over time. Furthermore, each fund’s capital is invested
over four years, or more

Blind Pool Risk Blind Pool Risk is virtually eliminated, as the acquired New fund investing involves 100% Blind Pool Risk
funds are substantially invested. In addition, follow-on
investments are made in existing, identified assets

Historical Return and Private equity returns with lower observed volatility and Comparable returns but historically with higher volatility and loss
Risk Profile lower loss ratios ratios

Cash Flow Profile Mature portfolios with assets at or near the Harvest Newly formed funds typically do not generate positive cumulative
Phase typically generate near-term cash flows from cash flows for the first five to seven years of a fund’s life
acquisition. Highly diversified portfolios can result in
relatively consistent cash yields, even in down-markets

J-Curve Mature portfolio acquired at discounts from NAV or Newly formed funds generally experience a significant J-Curve
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intrinsic value effectively eliminate or mitigate the J-

Curve

The Secondary strategy is ideal for investors building exposure to the excess return potential of
private equity on a highly diversified basis and with an appropriate risk profile
15
Disclosure: Diversification does not ensure a profit or protect against loss. Past performance does not guarantee future results.
 FlowStone Secondary Investment Philosophy

Solution Seek Quality Rigorous Risk

Mature Assets
Provider and Value Diligence Mitigation
• More than capital • Higher quality • Typically 3-8 years • Granular, bottom- • Diversification by
managers and old and up approach asset type,
• Sophisticated assets tend to substantially combined with manager,
structuring
outperform funded deep manager geography, and
• Transaction evaluation vintage year(1)
• Focus on intrinsic • Visibility on near to
creativity
value mid-term liquidity • Both asset • Active cash
valuation and management and
• Macro foundation • Increased
capitalization liquidity
transparency
• Price matters matter
• Active portfolio
• Shorter hold period
• Sensitivity analysis management
• Limited leverage

A systematic approach to sourcing and rigorous asset-level diligence are instrumental in generating
excess risk-adjusted returns
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16 (1)Diversification does not ensure a profit or protect against loss

 Portfolio Construction Targets

Strategy(1) Geography(1) Asset Type(1)

0%-10% 0%-10% 0%-20%

0%-25% 0%-20%
0%-40%

0%-20%

50%-100% 75%-100% 50%-80%

Secondaries North America

Primaries Western Europe Buyout Credit
Co-Investment Rest of World Venture Other

FlowStone Opportunity Fund will provide diversified exposure primarily to cash flow positive
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businesses in developed markets

(1)See Glossary for definitions

17 Disclosure: Diversification does not ensure a profit or protect against loss. Past performance does not guarantee future results.
 Secondary Transaction Types

Traditional Structured Fund Restructuring Direct Secondary Stapled Secondary

• Portfolio acquisitions • Portfolio acquisitions • Single fund • Purchase of company • Generally, a single-
investments from a fund transaction that
• Cash-for-title • Tools range from • Provides liquidity for fund or direct owner requires a primary
exchange deferred purchase LPs or recapitalizes
commitment
price to highly an existing fund • Assets held by buyer
• Generally brokered structured preferred directly • Focus on manager
• Asset concentration
securities quality
• Some active
• Generally involves
• Potential downside management, but • Often brokered
preferred structure
management generally minority
• Potential for stakes
increased upside
• Asset quality can be
an issue

Transaction types perform differently depending on market conditions. A manager with the
CONFIDENTIAL

experience and sophistication to successfully execute all types has a competitive advantage

18
 II. FlowStone
Partners
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19
 FlowStone Partners

Experienced Complete Cohesive

Over 63 years Established by experienced Two of the four Managing

of secondary and primary private equity investors from Directors worked together at
investing Landmark Partners, Partners the same firm for over 15
Group, MatlinPatterson, and years
Aberdeen Standard

Over 68 years
of private equity investing Leveraging its prior Team-oriented investment
experience, the Adviser has approach based on two
developed a full suite of decades of transaction
Over 25 years quantitative and qualitative experience
analytical tools
of fund management
experience
The Adviser has engaged with
leading third-party service
$12BN providers to provide
of invested capital accounting, administrative,
compliance, and legal support

>100
completed transactions
CONFIDENTIAL

Our sole mandate is to design and manage institutional-grade alternative asset investment products
specifically for High Net Worth and smaller institutional investors
20
All data as of March 24th, 2020
 FlowStone Partners

Investor Relations

Transparency Support Education

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Dedicated Investor Relations resources enable FlowStone to act in partnership with its investors as a
resource and extension of their investment capabilities

21
 Management Team | Prior Experience

Scott P. Conners, CFA Michael A. Carrano

Managing Director and President Managing Director

• Partner, Landmark Partners – 22 years • Managing Director, Landmark Partners – 14 years

• Co-lead of Private Equity Secondary team • Senior member of Private Equity Secondary team
• Involved in the raising and investment of nearly • 18 years of secondary and direct private equity
$10 billion of private equity secondary capital experience, including involvement in fundraising or
investment of $4.0 billion of capital

Andreas Münderlein Mark Phillip

Managing Director Managing Director

• Investment Manager/SVP, Partners Group – • Principal, Matlin Patterson Asset Management – 9 years
12 years • Vice President, Morgan Stanley – 8 years
• Lead of Private Equity Integrated Investments • 17 years of private market and business development
and Member of Global Secondary Investment experience
Committee
• Involved in the fundraising and investment of
$4.1 billion of private equity secondary and
primary capital

Charles H. Finnegan
Senior Associate
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• Private Equity Secondary Associate, Aberdeen Standard

Investments – 2+ years
• Technology M&A, AGC Partners – 1+ year
• Extensive financial modeling and data
analytics experience

22
 Fund Service Providers

• Audit
• Tax
• Fund accounting
• Registered fund expertise
• Fund administration
• Significant private equity,
• Custody
fund of fund, and
• Transfer Agency
secondary accounting
expertise

• Statutory distribution
• Fund counsel
• Fund and adviser
• Significant registered fund
compliance
expertise
• Broker/Dealer services
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To complement fund management, we have partnered with market leaders in ‘40 Act fund legal,
compliance, administration, accounting, and distribution services
23
 III. Secondary
Market Overview
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24
 Secondary Funds Returns Comparison

Pooled Avg. Net IRR (%)

17.8%
15.1%
12.3% 12.7%

Secondaries Fund of Funds Buyout Venture

Source: “Opportunities in the European Private Equity Secondary Market”, idinvest Partners, 2020; Preqin

Benefiting from shorter holding periods, purchase discounts, and the ability to compound return
multiples through the reinvestment of proceeds, secondary funds have historically outperformed an
index of traditional private equity and venture capital funds
CONFIDENTIAL

Past performance is not indicative of future results. Data Source: Preqin, as of April 30, 2020. Data is a comparison of all secondary investments and all private capital investments
sourced from Preqin’s database of 4,021 PE funds from vintages 2005 to 2016. This industry data reflects the fees, carried interest, and other expenses of the funds included in the
data set. The fees, carried interest, and other expenses borne by investors in a FlowStone fund may be higher or lower than the fees and expenses of the funds reflected in the data
set. See Glossary pages at the end of this presentation for more details. Preqin data is typically compiled from funds that elect to self-report. Thus, this data may not be
representative of all secondary funds and may be biased toward those funds that generally have higher performance. Additionally, the funds included in these measures may lack
25 commonality. Over time, components of the data may change. Funds may begin or cease to be represented based on these factors, thereby creating a “survivorship bias” that
may additionally impact the data reported.
 Secondary Funds Volatility Versus Direct Funds

Standard Deviation of Average Net IRR by Strategy – Vintages 2005 - 2016

28.7%

13.4% 14.8%

Secondaries Buyout Venture

Source: “Opportunities in the European Private Equity Secondary Market”, idinvest Partners, 2020; Preqin

The ability to evaluate mature assets, identify risks, and price them appropriately has historically
resulted in lower volatility for secondary funds relative to an index of traditional private equity and
venture capital funds
CONFIDENTIAL

Past performance is not indicative of future results. Data Source: Preqin, as of April 30, 2020. Data is a comparison of all secondary investments and all private capital investments
sourced from Preqin’s database of 4,021 PE funds from vintages 2005 to 2016 from. This industry data reflects the fees, carried interest, and other expenses of the funds included in
the data set. The fees, carried interest, and other expenses borne by investors in a FlowStone fund may be higher or lower than the fees and expenses of the funds reflected in the
data set. See Glossary pages at the end of this presentation for more details. Preqin data is typically compiled from funds that elect to self-report. Thus, this data may not be
representative of all secondary funds and may be biased toward those funds that generally have higher performance. Additionally, the funds included in these measures may lack
26 commonality. Over time, components of the data may change. Funds may begin or cease to be represented based on these factors, thereby creating a “survivorship bias” that
may additionally impact the data reported.
 Secondary Funds Loss Ratios Versus Direct Funds

Default rate (%) by strategy between 1995 and 2015 (World) 30.6%

14.8%
11.4%

6.3%
3.4%

Secondaries Mezzanine Buyout Growth Capital Venture Capital

Note: Assessed based on the proportion of funds with a TVPI multiple below 1.0x
Source: “Opportunities in the European Private Equity Secondary Market”, idinvest Partners, 2020; Preqin

Greater diversification, shorter holding periods, acquiring mature assets, and purchase discounts may
significantly reduce the risk of a secondary fund not returning capital
CONFIDENTIAL

Past performance is not indicative of future results. Data Source: Preqin, as of April 30, 2020. Data is a comparison of all secondary investments and all private capital investments
sourced from Preqin’s database of 8,000+ private equity funds. This industry data reflects the fees, carried interest, and other expenses of the funds included in the data set. The
fees, carried interest, and other expenses borne by investors in a FlowStone fund may be higher or lower than the fees and expenses of the funds reflected in the data set. See
Glossary pages at the end of this presentation for more details. Preqin data is typically compiled from funds that elect to self-report. Thus, this data may not be representative of all
27 secondary funds and may be biased toward those funds that generally have higher performance. Additionally, the funds included in these measures may lack commonality. Over
time, components of the data may change. Funds may begin or cease to be represented based on these factors, thereby creating a “survivorship bias” that may additionally impact
the data reported.
 Secondary Strategy | J-Curve Mitigation
Private Equity Funds typically experience negative returns during the first years of
operation due to upfront investment costs and fees. The secondary strategy may help
reduce or eliminate this J-curve effect

Secondary Investment

Primary Fund Investment

Time
IRR

Harvest Phase

Secondary Purchase
Date

Mitigation or elimination of the J-Curve effect

• Purchase discount to Net Asset Value and/or intrinsic value
• Assets acquired are mature and at or near the Harvest Phase
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• At the time of acquisition, underperforming assets have often already been written down/off
• Avoid paying the first few years of management fees while capital is deployed

Not all private equity funds will be profitable given the inherent risks in investing in private equity, including macroeconomic factors and the performance of underlying companies.
28
 Quartile Returns by Fund Types

Dispersion of fund performance between vintage years 2000 - 2018

25.0%
23.2% Secondaries
Fund of Funds
20.5%
20.0% Private Equity
18.6%
Venture Capital

15.2%
15.0% 13.8%

11.6%

10.0% 9.1% 9.2% 9.0%

6.0%

5.0% 3.9%

0.0%
0.0%
Top IRR Quartile Median IRR Bottom IRR Quartile

Source: PitchBook; 2021 Private Capital Benchmarks

CONFIDENTIAL

Secondaries have outperformed private equity, venture capital, and fund of funds strategies for funds
raised from 2000 to 2018
Past performance is not indicative of future results. Source: Pitchbook, the most recent performance data as of June 30th, 2020. Data was extracted on April 3, 2021. The sample
set is comprised of 84 Fund of Funds, 3,380 Private Equity funds, 230 Secondary funds, and 1,529 Venture Capital Funds.
29
 Secondary Market Landscape

Global Secondary Fundraising Global Secondary Transaction Volume

$120 60 $100

$90
$100 50
$80

$70
$80 40

Number of Funds
$60

$Billions
$Billions

$60 30 $50

$40
$40 20
$30

$20
$20 10
$10

- - -

2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020

$ Raised # Funds
CONFIDENTIAL

Source: PitchBook; 2021 Annual Private Fund Strategies Report Source: Greenhill; Global Secondary Market Trends & Outlook – January 2021

The secondary market has experienced steady transaction and fundraising growth since its
inception, becoming a key component of the private equity landscape
30
 Secondary Market Landscape

2020 Sellers by Type (Based on $) Seller’s Primary Motivation

45%
1%
17%
29%
32%

8%

10%
19% 10% 9%
9% 4%
17%

Pensions Banks/Insurance
General Partners Fund of Funds Portfolio GP Liquidity Regulatory FOF Strategy Other
Family Offices E&F Mgt
SWF Corporate

Source: Setter Capital, Volume Report FY 2020 Source: Evercore Private Capital Advisory, YE 2020 Secondary Market Report
CONFIDENTIAL

Various investor types sell assets, and while motivations vary, active portfolio management
has become the primary catalyst
31
 Secondary Market Landscape

Private Equity Sold by Type – 2020 (Based on $)

5% 1%
3%
Buyout
14%
VC

FOF

Energy

Private Debt
77%

Source: Setter Capital, Volume Report FY 2020

CONFIDENTIAL

Buyout funds represent the majority of asset sales due to their large share of overall primary
commitments and the relative lack of volatility and ease of pricing
32
 IV. Fund Terms and
Adviser Bios
CONFIDENTIAL

33
 FlowStone Opportunity Fund | Terms and Conditions
Structure 1940 Act Registered Closed-End Fund
Units are registered under the 1933 Act
Continually offered closed-end fund

Permitted Investors Qualified Clients and Qualified Purchasers

Investment Minimums and Timing Quarterly investment window

Initial investment: $100,000

Follow-on investment: $10,000

Fee Structure Annual Management Fee(1): 1.25% of Fund assets and unfunded commitments, net of cash, paid quarterly
subject to a 1.75% cap
Pass-through of Fund expenses, subject to a 0.7% cap as a percentage of Fund
assets(2)

Performance fee(3): 10% of Fund gains (assessed quarterly, subject to a high-water mark)

Total Annual Fund Operating

Expenses (Gross/Net after Fee Waiver and/or Expense Reimbursement)(4)(5): 9.54%/7.16%

Valuation Advisor values the Fund assets quarterly and reports a Net Asset Value (“NAV”) per unit quarterly
Net Asset Value is subject to approval by the Fund’s Board of Trustees

Distributions Evergreen Fund Structure(6) – portfolio proceeds are reinvested inside the fund, thereby increasing the
potential for long-term capital appreciation

Dividends are paid in Fund units unless otherwise specified by the investor

Redemption Investors may redeem their units at NAV, quarterly (subject to a one year lock-up period and 2.00%
Maximum Early Repurchase Fee (as a percentage of the repurchased amount), 5% of fund-level AUM cap,
Option
CONFIDENTIAL

and Board approval)(7)

Tax Form 1099

Note: This presentation is for discussion purposes only and is not intended to be an offer to sell or the solicitation of an offer to buy any securities. In the event securities were offered, this presentation would
34 be superseded and replaced in its entirety by a preliminary or final term sheet, prospectus, offering agreement or memorandum, partnership agreement and/or other supplemental and controlling documents
for a specific offer. In the event of any inconsistency between the information presented herein and that information presented in a preliminary or final term sheet, prospectus, offering agreement or
memorandum, partnership agreement and/or other supplemental and controlling document, the latter shall govern in all respects.
 FlowStone Opportunity Fund | Expense Summary
(1) The Investment Management Fee is equal to 1.25% on an annualized basis of the greater of (i) the Fund’s net asset value and (ii) the Fund’s net asset value less
cash and cash equivalents plus the total of all commitments made by the Fund that have not yet been drawn for investment. In no event will the Investment
Management Fee payable by the Fund exceed 1.75% as a percentage of the Fund’s net asset value. For purposes of determining the Investment Management
Fee payable to the Adviser for any month, the net asset value will be calculated prior to any reduction for any fees and expenses of the Fund for that month,
including, without limitation, the Investment Management Fee payable to the Adviser for that month.
(2) Other Expenses are estimated for the Fund’s current fiscal year.
(3) At the end of each calendar quarter of the Fund (and at certain other times), the Adviser (or, to the extent permitted by applicable law, an affiliate of the
Adviser) will be entitled to receive an Incentive Fee equal to 10% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then
balance, if any, of the Loss Recovery Account. For the purposes of the Incentive Fee, the term “net profits” shall mean the amount by which the net asset value
of the Fund on the last day of the relevant period exceeds the net asset value of the Fund as of the commencement of the same period, including any net
change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including offering and organizational
expenses). Because the Fund has not commenced operations the Incentive Fee has yet to be charged.
(4) The Adviser has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to waive
fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes,
interest, brokerage commissions, certain transaction-related expenses, extraordinary expenses, acquired fund fees and expenses and the Incentive Fee) do not
exceed 1.95% on an annualized basis (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Adviser may
recoup amounts waived or assumed, provided it is able to affect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the
lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation
Agreement also provides that, after the commencement of operations until the first anniversary of the commencement of operations, the Adviser agrees to
waive fees payable to it by the Fund on assets held in cash or cash equivalents less the total amount of capital committed by the Fund and not yet drawn for
investment. The Expense Limitation Agreement will have a term ending one-year from the date the Fund commences operations, and will automatically renew
thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at least annually by a majority of the Trustees. The
Expense Limitation Agreement may be terminated by the Fund’s Board of Trustees upon thirty days’ written notice to the Adviser.
(5) Shareholders also indirectly bear a portion of the asset-based fees, performance or incentive fees or allocations and other expenses incurred by the Fund as an
investor in the Portfolio Funds. Generally, asset-based fees payable in connection with Portfolio Fund investments will range from 1% to 2.5% (annualized) of
the commitment amount of the Fund’s investment, and performance or incentive fees or allocations are typically 20% of a Portfolio Fund’s net profits annually,
although it is possible that such amounts may be exceeded for certain Portfolio Fund Managers. Historically, a substantial majority of the direct investments
made by the Adviser and its affiliates on behalf of their clients have been made without any “acquired fees” (i.e., free of the management fees and
performance/incentive fees or allocations that are typically charged by Portfolio Fund Managers). The “Acquired Fund Fees and Expenses” disclosed above,
however, do not reflect any performance-based fees or allocations paid by the Portfolio Funds that are calculated solely on the realization and/or distribution
of gains, or on the sum of such gains and unrealized appreciation of assets distributed in kind, as such fees and allocations for a particular period may be
unrelated to the cost of investing in the Portfolio Funds.
CONFIDENTIAL

(6) For the definition of Evergreen Fund Structure, please refer to the glossary
(7) A 2.00% early repurchase fee payable to the Fund will be charged with respect to the repurchase of a Shareholder’s Shares at any time prior to the day
immediately preceding the one-year anniversary of a Shareholder’s purchase of the Shares (on a “first in-first out” basis). An early repurchase fee payable by a
Shareholder may be waived by the Fund, in circumstances where the Board determines that doing so is in the best interests of the Fund and in a manner as will
not discriminate unfairly against any Shareholder. In addition, under certain circumstances the Board may offer to repurchase Shares at a discount to their
35 prevailing net asset value. The Fund is not a liquid investment. No Shareholder will have the right to require the Fund to redeem its Shares. The Fund from time
to time may offer to repurchase Shares pursuant to written tenders by the Shareholders
 Investment Advisor Bios

Scott P. Conners, CFA

Managing Director

Scott Conners is a Managing Director & President with FlowStone Partners. Scott is responsible for
product development, fundraising, transaction origination, due diligence, structuring, and closing
transactions. Since 1993, he has sourced or been directly involved with the fundraising or investment
of nearly $10 billion in private equity secondary capital.

Prior to joining FlowStone Partners, Scott spent 22 years at Landmark Partners, the oldest and one of
the leading private equity and real estate secondary purchasers. He joined Landmark in 1993 in the
very early days of the private equity secondary market’s development. Scott participated in the
market’s growth from less than $500 million per year in transaction volume to over $40 billion a year.
He specialized in developing unique transactions structures and was an early-mover in asset lift-outs
and fund restructurings. Scott retired in 2015 as a Partner with responsibility for co-managing
Landmark’s private equity secondary activities, with over $11 billion in committed capital.

Scott is the recently retired Board Chair of Hartford Youth Scholars, a non-profit focused on
educational enhancement and access for the underserved youth of Hartford, CT. He also serves on the
Board of Visitors of the University of Maine at Farmington.
CONFIDENTIAL

Scott received his B.A. in Business Economics from the University of Maine at Farmington and his
M.B.A. from The Pennsylvania State University. He has been a Chartered Financial Analyst since 1996
and is a member of the Hartford Society of Financial Analysts. He holds the FINRA Series 7 and Series
63 licenses.
36
 Investment Advisor Bios

Michael A. Carrano
Managing Director

Mike Carrano is a Managing Director with FlowStone Partners. He is responsible for product
development, portfolio management, fundraising, transaction origination, due diligence, structuring,
and closing secondary and primary transactions.

Mike has 17 years of secondary and direct private equity investment experience. Prior to joining
FlowStone, he was a Managing Director at Landmark Partners. Mike was active in all facets of
Landmark’s secondary private equity activities including transaction origination, negotiation, due
diligence, legal closing and capital raising. He had a leadership role in investing over $3.5 billion across
various transaction types including portfolio acquisitions, fund recapitalizations, structured joint
venture transactions and primary commitments. Mike served on various fund advisory boards and
committees for investment vehicles managed by Providence Equity Partners, Ridgemont Equity
Partners, Primus Capital, Caltius Capital Management and Updata Partners, among others.

Prior to Landmark, Mike was an Analyst at Conning Capital Partners, where he focused on direct
investments in private companies in the healthcare and financial services sectors. He began his career
as an Investment Analyst within GE Capital’s Commercial Finance business unit.
CONFIDENTIAL

Mike graduated from the University of Connecticut and received his M.B.A. from the Tuck School of
Business at Dartmouth. He holds the FINRA Series 7 and Series 63 licenses.

37
 Investment Advisor Bios

Andreas Münderlein
Managing Director

Andreas Münderlein is a Managing Director with FlowStone Partners. Andreas joined FlowStone
Partners in 2019. He is responsible for portfolio management, transaction origination, due diligence,
structuring, and closing secondary and primary transactions.

Before joining FlowStone Partners, Andreas spent twelve years engaged in private equity secondary,
primary, and co-investment transactions with Partners Group, a global private markets firm with over
$80 billion of capital under management. As investment manager in Partners Group’s New York office
and member of the Global Private Equity Secondaries Investment Committee, Andreas contributed to
the annual deployment of over $5.0 billion across private equity integrated strategies globally, with a
focus on secondary transactions. His responsibilities included the sourcing of investment opportunities,
due diligence, transaction structuring, negotiations, and commercial execution. He has closed over 25
transactions representing over $4.0 billion of invested capital. Prior to Partners Group, Andreas worked
at smac Partners GmbH, a private equity secondary direct firm, and Siemens Venture Capital in Munich,
Germany.

Andreas earned his Master’s Degree in Economics from the Ludwig-Maximilian University in Munich,
Germany. He holds the FINRA Series 7 and Series 63 licenses.
CONFIDENTIAL

38
 Investment Advisor Bios

Mark Phillip
Managing Director, Head of Business Development & Investor Relations

Mark Phillip is a Managing Director with FlowStone Partners, leading business development and
investor relations efforts. Mark has nearly two decades of experience in commercializing and investing
in liquid and illiquid alternative investment strategies. Prior to FlowStone, Phillip was a Principal at
MatlinPatterson Asset Management, a multi-billion-dollar credit platform. In that role, he led the
launch and distribution of new fund vehicles, sub-advisory relationships, and separate managed
accounts for institutional investors and wealth management platforms. Mark was particularly
instrumental in the growth of MP Securitized Credit Partners, an opportunistic investor in structured
finance markets.

Prior to MatlinPatterson, Mark was a Vice President at Morgan Stanley within the Alternative
Investment Group. In that role, he was responsible for sourcing, conducting due diligence and
covering investments in hedge funds.

Mark graduated with a Bachelor of Science in Finance degree from DePaul University and his Master
in Finance from the Mendoza College of Business at the University of Notre Dame. He holds the FINRA
Series 7 and Series 63 licenses.
CONFIDENTIAL

39
 Investment Advisor Bios

Charles H. Finnegan
Senior Associate
Charlie is a Senior Associate with FlowStone Partners. Prior to FlowStone Partners, he worked with
Aberdeen Standard Investments as a Private Equity Senior Analyst, focused on secondary transactions,
primary commitments, and direct co-investments. He was involved in all aspects of the investment
process including sourcing, due diligence, industry review, and portfolio management. Prior to
Aberdeen Standard Investments, Charlie worked at AGC Partners, a sell-side investment bank focused
on mergers & acquisitions and private placements in the technology sector. His primary responsibilities
included performing valuation and transaction analysis and assisting with the all aspects of the closing
process. Charlie holds a BA in Economics from Trinity College and was a member of the Trinity varsity
lacrosse team. He holds the FINRA Series 7 and Series 63 licenses.
CONFIDENTIAL

40
 Fund Board of Trustees

Independent Board Members

Jason Gull – Retired; Former Global Head of Secondaries, Adams Street Partners

Marek Herchel – Head of Americas, MLC Private Equity; Formerly Managing Director and Head of U.S.
Fund Investments, Alpinvest

Michael Moskow - Vice Chair and Distinguished Fellow, Global Economy, The Chicago Council on Global
Affairs; Formerly President and CEO of the Federal Reserve Bank of Chicago

Advisory Board Member

Craige Stout – CEO, Stout Risius Ross, LLC, a global investment bank and advisory firm specializing in
corporate finance, valuation, financial disputes, and investigations.
CONFIDENTIAL

41
 Glossary
Blind Pool Investment Fund – A limited partnership that does not announce its intentions with specificity as to what investments will be
made.

Buyout ‐ Control investments in established, cash flow positive companies are generally classified as buyouts. Buyout investments may focus
on small-, mid- or large-capitalization companies, and such investments collectively represent a majority of the capital deployed in the overall
private equity market. The use of debt financings, or leverage, is prevalent in buyout transactions — particularly in the large-cap segment.

Co-Investments – Co-investments generally involve taking an interest in securities issued by an operating company, whether equity or debt,
in parallel with a sponsoring fund manager acting as the lead investor. Direct equity investments generally involve new owners taking a
material stake in the target company and may involve exercising influence on the growth and development of the company through work
with the company’s management and board of directors. Direct debt investments typically represent financing for buyout or growth
investments and may have various features and covenants designed to protect the lender’s interests.

Capital Calls – Capital periodically drawn down by private equity funds from investors, as per that fund’s Limited Partnership Agreement

Direct Funds – Individual private equity funds or a portfolio of individual private equity funds.

Dry Powder – A private equity investment term referring to uninvested capital subject to call by an investment fund.

E & F – Endowments and Foundations

Evergreen Fund – Evergreen Funds reinvest investment proceeds into new investments within the fund, as opposed to distributing
investment proceeds to the fund’s investors.

Family Office – An investment company established by a high net worth individual or family to invest and manage that investor’s assets

Global Private Equity/Venture Capital Funds – Those U.S. and non-U.S. private equity and venture capital funds included in a combination of
the Cambridge Associates Global Private Equity Fund and Global Venture Capital Fund Index data sets as of the dates indicated in the relevant
chart footnotes. As of the March 31, 2017; and December 31, 2005, reports, these data sets are comprised of five asset classes: Buyouts,
Growth Equity, Private Equity Energy, Subordinated Capital, and Venture Capital.
CONFIDENTIAL

Global Secondary Funds – Those U.S. and non-U.S. secondary funds included in the Cambridge Associates Global Secondary Fund Index data
sets as of the dates indicated in the relevant chart footnotes.

J-Curve – The value development pattern in which the net asset value of a private-equity fund typically declines moderately during the early
years of the private-equity fund’s life as investment related fees and expenses are incurred before investment gains have been realized. As
42 the fund matures and portfolio companies are sold, the pattern typically reverses with increasing net asset value and distributions.
 Glossary
Harvest Phase - The stage in a private equity fund’s life cycle when the fund’s manager begins to liquidate the fund’s assets through the public
and/or private capital markets. This stage typically begins in years 4-6 of a fund’s life, as the investments have matured, and the investment
manager has built value above cost in the individual company investments.

Mezzanine - Mezzanine is a private equity industry term referring to subordinated debt investments made directly in operating companies.
Investee companies are often private-equity backed. Mezzanine debt is junior to most forms of debt and liabilities in the capital structure but is
senior to all forms of equity. In compensation for the risk profile, mezzanine debt generally requires a higher level of interest payment to the
investor, typically in some combination of cash and in-kind payments. Often, the mezzanine investor will also require equity warrants to be
associated with the debt security.

Other - Infrastructure ‐ Infrastructure is a private equity industry term that refers to investments made directly in infrastructure projects, such
as energy production plans, dams, pipelines, bridges, or other income producing facilities. These investments may be made in the form of
equity, debt, revenue or profit-sharing participations, or in some combination.

Other - Natural resources ‐ Natural resources is a private equity industry term that refers to investments made directly in assets such as oil and
gas exploration and production, oil and gas distribution, or timber. These investments may be made in the form of equity, debt, revenue or
profit-sharing participations, or some combination.

Primary Investments ‐ Primary investments (primaries) are interests or investments in newly established private equity funds. Primary
investors subscribe for interests during an initial fundraising period, and their capital commitments are then used to fund investments in
several individual operating companies (typically ten to thirty) during a defined investment period. The investments of the fund are usually
unknown at the time of commitment, and investors typically have little or no ability to influence the investments that are made during the
fund’s life.

Secondary Investments/Secondaries ‐ Secondary Investments are interests in existing private equity funds that are acquired in privately
negotiated transactions, typically after the end of the private equity fund’s fundraising period. The investments of the acquired fund are
usually known at the time of acquisition, and the majority of the fund’s capital is typically drawn down and invested by the time of the fund’s
acquisition.

SWF - Sovereign Wealth Fund

CONFIDENTIAL

Total Value to Paid-In Capital (“TVPI”) – The ratio of Total Value (Net Asset Value plus distributions received) to Paid-In Capital (total invested
capital)

Transaction(s) - Transactions are defined as the number of individual investment transactions closed by the Fund during the measurement
period. For example, a primary commitment is counted as one transaction. A completed secondary acquisition of assets is counted as one
43 transaction, irrespective of the number assets acquired in that transaction. “Transactions” does not provide a measure of diversification but is
intended to summarize the Fund’s new investment activity during the measurement period.
 Glossary
Venture Capital/Venture ‐ Investments in new and emerging companies are usually classified as venture capital. Such investments are often in
technology and healthcare related industries. Companies financed by venture capital are generally not cash flow positive at the time of
investment and may require several rounds of financing before the company can be sold privately or taken public. Venture capital investors
may finance companies along the full path of development or focus on certain sub-stages in partnership with other investors.
CONFIDENTIAL

44