Tenaska Capital Management LLC

Item 5 – Fees and Compensation

Adviser Compensation

        Each primary Fund pays the Adviser a management fee (the “Management Fee”)
in accordance with the applicable Partnership Agreement and Management Agreement.
The Management Fee is payable to the Adviser in quarterly installments in advance,
funded by drawdowns of unfunded capital commitments of Limited Partners or amounts
withheld from proceeds otherwise distributable to the Limited Partners, in each case in
accordance with the Fund’s Partnership Agreement. Certain Co-Investment Vehicles are
not required to pay any Management Fee, while other Co-Investment Vehicles may pay
different Management Fees than those paid by the primary Funds.

        The Management Fee is generally calculated as a percentage of capital
commitments of Limited Partners to each primary Fund through the end of such Fund’s
investment period. Thereafter, the Management Fee is generally calculated as a
percentage of funded capital commitments, or of certain funded capital commitments,
that remain invested in portfolio companies through the end of such Fund’s term.

        The Management Fee calculated with respect to each Limited Partner is typically
subject to reduction for certain amounts, including: (a) such Limited Partner’s pro rata
share of any placement fees paid or payable by the Fund (with the result that placement
fees are ultimately borne by the Adviser); (b) such Limited Partner’s pro rata share of
organizational expenses paid or payable by the Fund, to the extent they exceed a
specified amount set forth in the relevant Partnership Agreement; and (c) such Limited
Partner’s pro rata share of a specified percentage (specified in the relevant Fund’s
Partnership Agreement) of directors’ fees, transaction fees, consulting fees, monitoring
fees and/or other types of “fee income” received by the Adviser or certain of its affiliates
(“Fee Income”).

       The Management Agreements of the Funds generally provide that upon
termination of the Management Agreement, the Adviser shall repay to the Fund or to a
replacement manager, as directed by the Fund’s General Partner, the unearned portion
(computed on the basis of the number of days elapsed), if any, of any Management Fees
previously paid to the Adviser.

       Item 6 below discusses the distribution of carried interest, an additional
performance-based compensation paid to the General Partners of certain Funds.

Allocation of Fees and Expenses

         The Funds also bear certain costs and expenses incurred by the Adviser and/or its
affiliates in connection with the operation and activities of the Funds (“Fund Expenses”)
in accordance with the applicable Partnership Agreement. Fund Expenses include:
(a) the fees and expenses relating to consummated portfolio investments and proposed
but unconsummated investments, including the evaluation, acquisition, holding and
disposition of such investments, to the extent that such fees and expenses are not
reimbursed by a portfolio company or other third person; and (b) ongoing administrative
expenses, including investor reporting and annual meeting costs and legal, custodial,
accounting, banking and consulting expenses.

         Fund Expenses generated in the course of evaluating and making investments
(including proposed investments that are not ultimately consummated) are allocated
among the Fund(s) considering the proposed investment by the Adviser in its good faith
discretion and in accordance with the relevant Partnership Agreement(s) and the written
policy manual (the “Compliance Manual”) developed by the Adviser in connection with
its registration under the Advisers Act.

        The Funds or their portfolio companies may enter into agreements with Tenaska if
the Adviser has determined that such agreements are on terms that are at least arm’s
length to the Fund or portfolio company and the General Partner discloses such
agreements to the Advisory Committee in accordance with the Partnership Agreement
and otherwise complies with the requirements of the Partnership Agreement governing
the making of such transactions. In addition, Tenaska may provide certain transitional
services in connection with investments with respect to which a Fund has entered into a
binding commitment, if the fees paid for such services do not exceed rates set forth in the
Fund’s Partnership Agreement. The relevant Fund or portfolio company bears the fees
paid to Tenaska pursuant to the agreements described in this paragraph. Such fees do not
constitute Fee Income and do not reduce the Management Fee payable by the Limited
Partners of the relevant Funds.

Item 7 – Types of Clients

        As described in Item 4 above, the Adviser’s clients are the Funds. Investors in
Funds are generally required to make a minimum capital commitment of $10 million, but
the applicable General Partner has the discretion to, and has previously, waived this
minimum commitment in certain circumstances, including in connection with the
formation of Co-Investment Vehicles, which generally require a lower minimum
commitment by investors. Limited partner interests in the Funds may be purchased only
by investors that are (a) “accredited investors,” as defined in Regulation D of the U.S.
Securities Act of 1933, as amended, and (b) “qualified purchasers” for purposes of
section 3(c)(7) of the Investment Company Act of 1940, as amended.