Omega Advisors Inc

Item 5 Fees and Compensation

   A.      Compensation for Advisory Services

Omega generally charges a fee consisting of (1) an annual “management fee” based upon
the average assets under management in the client’s account or the underlying investor’s
capital account with the partnership or shareholding in the company, as appropriate; and
(2) a “performance allocation/fee” that is calculated based upon a percentage of the net
capital appreciation of the client’s account or the underlying investor’s capital account or
shareholding with the relevant private fund at the end of each fiscal year or at the time of
redemption or withdrawal. With respect to Omega’s separately managed account and the
offshore private funds structured as companies, these fees are paid directly to Omega. In
the case of the domestic private funds structured as partnerships, the fees are paid to
Omega Advisors, Inc. and performance allocations are made through Omega Associates
(general partner of each private fund structured as a limited partnership).

Omega’s current fee schedule is generally as follows:

         Management Fee:                            1% - 1.5%, annually

         Performance Allocation/Fee:                15% - 20%, as described below

Fees may be negotiable, and some clients (as well as underlying private fund investors)
may pay more or less than others for the same management services, depending, for
example, on account inception date, number of related investment accounts or total assets
under management by Omega. With respect to performance fees and allocations, any
loss in an account is carried forward so that no performance fee or allocation is charged
to an account unless the losses have been recouped, subject to certain adjustments (e.g., a
high water mark or hurdle rate provision).

   B.      Payment of Fees

Omega generally charges a fee consisting of (1) an annual “management fee” based upon
the average assets under management in the client’s account or the underlying private
fund investor’s capital account with the relevant private fund; and (2) an annual
“performance allocation/fee” that is calculated based upon a percentage of the net capital
appreciation of the client’s account or the underlying private fund investor’s capital
account with the relevant private fund at the end of each fiscal year. With respect to
Omega’s separately managed account and the offshore private funds structured as
companies, these fees are paid directly to Omega. In the case of the private funds
structured as partnerships, the fees are paid to Omega and performance allocations are
made through the private fund’s general partner.

The private funds managed by Omega each retain a third party administrator that is
responsible for authorizing the payment of management fees and performance fees to
Omega.

   C.      Other Fees and Expenses

Omega’s clients bear expenses other than advisory fees, such as investment expenses
(e.g., brokerage commissions, interest on margin accounts and other indebtedness,
borrowing charges on securities sold short, bank charges, custodial fees, clearing and
settlement charges, interest expense), administrative expenses including but not limited to
fees to the administrator and the board of directors (if applicable), corporate licensing fees,
research-related expenses including professional fees and expenses of consultants in
connection with investments such as economic consultants, government charges, taxes and
duties, legal expenses, accounting, auditing and tax preparation expenses (including
middle/back office services), regulatory filing fees, fees and expenses related to risk
services (such as RiskMetrics), bank service fees, and withholding and transfer fees;
insurance costs (including errors and omissions insurance), extraordinary expenses, if any
(e.g., indemnification expense, litigation expenses or damages.) Please see the response to
Item 12. for additional information about brokerage expenses.

   D.      Advanced Fees

For the separately managed account, management fees are generally paid quarterly and
will be refunded on a pro rata basis when the investment advisory agreement for the
separately managed account is terminated prior to the end of a billing period. For the

separately managed account, performance fees are charged on a pro rata basis as though
the termination date were the end of the performance period.

For private funds, unless otherwise indicated in the fund’s offering documents, the
management fee is paid quarterly in advance from each underlying investor’s capital
account based on the assets in such capital account at the beginning of the quarter. In the
event that an investor redeems from a private fund or an advisory contract is terminated,
in each case, before the end of a management fee period, the overpayment of the
management fee (computed on the basis of the number of days elapsed) will be refunded.

Performance fees, if payable, are generally charged or reallocated from each underlying
investor’s capital accounts annually. In some cases, performance fees may be accrued
monthly and paid annually. Omega Equity Investors, L.P., a private fund managed by
Omega, is subject to an initial lock-up period of up to three years and the performance fee
in respect of a fund is billed upon the expiration of the lock-up period and annually
thereafter, whereas in respect of others it is billed at the end of the relevant accounting
period, notwithstanding any applicable lock-up period.

   E.      Compensation for Sales of Securities

Not applicable. No supervised person receives compensation for the sale of securities or
other investment products. However, the sale of securities or other investment products
may be a factor considered in determining any bonuses paid to such supervised persons.

Item 6 Performance-based Compensation

Please see response to Item 5.A above. With respect to performance fees, any loss in the
...

Item 7 Types of Clients

Please see the response to Item 4.B. above. Omega can provide investment advisory
services to institutional clients, which may include pension and profit sharing plans,
trusts, estates, charitable organizations or other types of corporations or business entities
and private funds. In each case, these services are provided in accordance with each
client’s investment objective, strategies, restrictions and guidelines. Omega generally
will not manage accounts of less than $50,000,000 although it reserves the right to accept
accounts of lesser amounts.

Underlying investors in the private funds may include high net worth individuals and a
variety of institutional investors (e.g., trusts, employee benefit plans, endowments,
foundations, corporations and other types of entities, including private funds of funds)
meeting the terms of the exceptions and exemptions under which each private fund
operates and wishing to invest in accordance with the private fund’s investment
objective, strategies and restrictions. Omega’s private funds generally require a
minimum investment of $1 million, but may accept lesser amounts.

In no event should this Brochure be considered to be an offer of interests in any of the
private funds or relied on in determining to invest in any of the private funds. It is also
not an offer of, or agreement to provide, advisory services directly to any recipient of the
Brochure. Rather, this Brochure is designed solely to provide information about Omega
for the purpose of compliance with certain obligations under the Investment Advisers Act
of 1940, as amended (the “Advisers Act”), and, as such, responds to relevant regulatory
requirements under the Advisers Act, which may differ from the information provided (i)
to potential clients desiring separate account management or (ii) in the offering
documents for any of the private funds.

To the extent that there is any conflict between any discussion in this Brochure regarding
separate account management and the documents (including the investment advisory
agreement) provided to clients desiring separate account management, the documents

provided to such clients shall govern. In addition, to the extent that there is any conflict
between any discussion in this Brochure regarding the private funds and similar or related
discussions in offering documents for the private funds, the offering documents for the
private funds shall govern.