EOS Management LP

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Eos typically charges fees that are based upon a set percentage of assets under
           management and performance. Set forth below are summaries of the fees payable
           by Investors in the Funds. It should be noted that detailed disclosure about the
           fees and other expenses applicable to an investment in the Funds is provided in
           the relevant Fund’s confidential private placement memorandum, including any
           supplements, which are provided to prospective Investors. Those operative
           documents should be carefully reviewed prior to making an investment in the
           Funds.

           Asset-based fees are generally charged monthly/quarterly in advance based on the
           value of the relevant assets as of the first day of the month/quarter. The range of
           annual asset-based fees is generally from 0% to 2.0% of each Investor’s assets
           within the applicable Fund. With respect to the ECO Funds, if the investment
           manager does not manage an Investor’s assets for a full month/quarter, the asset-
           based fee charged to such Investor will be pro-rated for such period. In addition,
           it should be noted that with respect to Eos Partners, Helios III, Helios IV,
           Hyperion and Hyperion II, the relevant Eos investment manager (or its affiliate)
           has received and may continue to receive monitoring fees, directors’ fees,
           transaction fees, break-up fees and other fees from certain portfolio companies or
           prospective portfolio companies of such Funds (collectively, “Ancillary Fees”).
           All Ancillary Fees will be first applied to reimburse the relevant Fund for all
           expenses incurred by it in connection with broken deals. In certain circumstances,
           the excess may be applied toward the management fee payable to the relevant Eos
           investment manager.

           The asset-based fees charged to Eos Partners described above represent an
           estimate of the annual expenses of Eos. At the end of each fiscal year, Eos will
           calculate its actual expenses for such year and will adjust the asset-based fees
           charged to Eos Partners upward or downward to reflect such actual expenses for
           such year. In the case of a downward adjustment, Eos will promptly reimburse
           Eos Partners for such excess asset-based fees received. In the case of an upward
           adjustment, Eos Partners will promptly pay Eos the additional asset-based fees
           owed. Any reimbursement by Eos to Eos Partners will be credited to, and any
           additional asset-based fees payable by Eos Partners to Eos will be charged to, the
           capital accounts of the investors pro rata on the basis of the market value of their
           investments. At the manager’s discretion, please note that Eos may waive or
           reduce any excess fees due from Eos Partners.

           In addition, consistent with the Investment Advisers Act of 1940, as amended
           (“Advisers Act”) and Rule 205-3 thereunder to the extent applicable, Eos receives
           incentive allocations or performance fees from certain Advisory Clients generally
           based upon net profits allocable to each Investor. The annual incentive allocation
           or performance fee payable to Eos generally ranges from 10% to 20% of the net
           profits allocable to a particular Investor, subject in most cases to a loss carry-
           forward provision.

           Fee arrangements for any separately managed accounts are individually
           negotiated.

           The fees detailed above are negotiable in that Eos reserves the right to reduce,
           waive or calculate differently such fees for certain Investors. It should be noted
           that principals, employees and certain affiliates of Eos currently invested in the
           Funds are not charged such asset-based or performance-based fees.

           It is critical that Investors refer to their respective Fund’s governing
           documents for a complete understanding of how Eos is compensated for its
           advisory services. The information contained herein is a summary only and
           is qualified in its entirety by the relevant Fund governing documents.

Item 5.B   Eos (or an affiliate) deducts fees from the Investors’ assets as invested in the
           Funds. Managed accounts are billed directly for fees incurred.

           It is critical that Investors refer to their respective Fund’s governing
           documents for a complete understanding of how fees are deducted from their
           assets. The information contained herein is a summary only and is qualified
           in its entirety by the relevant Fund governing documents.

Item 5.C   In addition to fees payable to Eos, Advisory Clients will incur the following
           expenses:

           Eos Partners generally pays the following expenses:
                The management fee, subject to the annual upward or downward
                  adjustment);
                Expenses related to research, due diligence and monitoring of actual and
                  prospective investments (whether or not consummated) and the
                  consummation of investments, including, without limitation, the
                  following: third-party investment sourcing fees; fees and expenses related
                  to obtaining research and market data (including, without limitation, any
                  information technology hardware, software or other technology
                  incorporated into the cost of obtaining such research and market data);
                  due diligence expenses including, without limitation, consulting and
                  appraisal fees; brokerage and prime brokerage fees, commissions and
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ITEM 7 – TYPES OF CLIENTS

As described above, Eos provides investment advisory services to certain pooled investment vehicles
operating as private investment funds.

Managed accounts may be set up for certain large or strategic investors, at Eos’ sole discretion and will be
subject to individually negotiated terms.