Bluestem Capital Company LLC

Item 5 Fees and Compensation
As outlined in our Investment Management Agreement, we shall receive the following compensation
related to our management of the Funds:

Guaranteed Payment: The Funds will pay us an ongoing guaranteed payment ("Guaranteed
Payment") to cover ongoing due diligence and office expenses. This Guaranteed Payment will be two
percent (2%) per annum of the sum of (i) the committed capital, plus (ii) any outstanding debts of
the Fund and any debts guaranteed by the Fund, if any, to the extent the debt is used to make
investments that exceed the committed capital of the Fund less capital returned, calculated quarterly,
payable quarterly. If the Fund liquidates an investment and returns capital to the Fund's members, the
Guaranteed Payment will be reduced accordingly.

Our Investment Management Agreement may be terminated by either party only for cause upon 45
days' written notice of termination. Guaranteed payments will be prorated to the date of termination;
any accrued portion of the unpaid guaranteed payments will be paid to us by the Fund; any unearned
portion of prepaid guaranteed payments will be refunded by us.

Fees are negotiable and will be set forth in our Investment Management Agreement and the Operating
Agreement of the Fund.

Item 7 Types of Clients
We provide investment management services to private funds.

We have no minimum fund size requirement.