Empery Asset Management LP

Item 5.         FEES AND COMPENSATION

The following is a general description of the fees and expenses paid by the Funds. In addition to this
brochure, investors should refer to the relevant Fund’s private offering memorandum for a complete
understanding of how Empery is compensated for its services and the types of fees and expenses paid by
the Funds. The information contained in this Item 5 is a summary only and is qualified in its entirety by
the offering memorandum of each Fund.

For Empery’s services to the Funds, Empery or the General Partner charge a management fee
(“Management Fee”), as described below, and performance-based compensation in the form of either an
incentive allocation or a performance fee (“Performance Fee”). In certain circumstances, these fees may
be negotiable and/or waived. Empery or its affiliate are generally authorized to deduct fees directly from
the assets of each Fund, at the times and in the amounts described in each Fund’s private offering
memorandum.

Management Fee

Empery charges Empery Tax Efficient, Empery Partners, Empery International and a class of interests in
Empery Debt Opportunity Fund a Management Fee at an annual rate of 2% of the net assets of these Funds,
or classes, as applicable, payable at the beginning of each quarter. Empery charges Empery Tax Efficient
III and a class of interests in Empery Debt Opportunity Fund a Management Fee that is an aggregate fixed
amount, subject to a cap, as determined by the General Partner and a majority of the limited partners of the
applicable Funds and classes, which is payable at the beginning of each quarter. A portion of such aggregate
fixed amount is paid by a class of interests in Empery Debt Opportunity Fund, and a portion of such
aggregate fixed amount is paid by Empery Tax Efficient III.

The Management Fee for the Funds is calculated and paid in advance as of the first business day of each
calendar quarter and accrued monthly over the quarter for which such Management Fee is paid. The
Management Fee is prorated for capital contributions made at a time other than the beginning of a calendar
quarter. To the extent that a withdrawal or redemption is made from a Fund as of any day that is not the
last day of a calendar quarter, Empery would refund the Fund an amount of the Management Fee prorated
from the date of the withdrawal or redemption, as applicable, to the end of the period covered by the advance
Management Fee (which will in turn be refunded to the relevant withdrawing or redeeming investor).

Performance Fee

The Funds are subject to a Performance Fee that is allocated and/or paid to Empery or the General Partner,
subject to a “high water mark” provision. The Performance Fee for Empery Tax Efficient, Empery Partners
and Empery International is equal to 20% of the net realized and unrealized profits (if any) for the fiscal
year, and the Performance Fee for Empery Tax Efficient III and Empery Debt Opportunity Fund is equal
to 20% of the realized gains (if any) after deducting realized and unrealized losses for the fiscal year. The
Performance Fee for a particular Fund may or may not be subject to a hurdle. The Performance Fee is
generally calculated and payable annually, in arrears, as of the applicable Fund’s fiscal year end, and upon
an investor’s withdrawal or redemption from a Fund. Investors should refer to the applicable Fund’s private
offering memorandum for additional information.

In the sole discretion of Empery or the General Partner, the Management Fee and/or the Performance Fee
may be waived or reduced with respect to any investors in a Fund.

Additional Fees and Expenses

In addition to the Management Fee and Performance Fee, except as set out in the applicable offering
memorandum and other governing documents, each Fund (and therefore, indirectly, the investors in such
Fund) generally bears its own expenses. The below fees and expenses may not be applicable to all Funds.

To the extent permitted under the applicable offering memorandum and other governing documents, the
Funds will bear their own expenses and their pro rata share of any trading vehicle’s (and the Master Fund’s,
in the case of the Feeder Funds) expenses, including without limitation the following: (i) the Management
Fee; (ii) expenses related to the research, due diligence and monitoring of actual and prospective
investments (whether or not consummated) and the consummation of investments, including the following:
third-party investment sourcing fees; fees and expenses related to obtaining research and market data
(including any information technology hardware, software or other technology incorporated into the cost
of obtaining such research and market data); due diligence expenses including consulting and appraisal
fees; travel expenses; brokerage, and prime brokerage fees, commissions and expenses; expenses relating
to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest
expenses and fees related to financings or refinancings; fees and expenses of proxy research and voting
services; and fees and expenses of third-party professionals, including consultants, valuation service
providers, attorneys and accountants; (iii) organizational and reorganizational expenses; and (iv)
operational expenses, including the following: fees and expenses relating to information technology
hardware, software or other technology (including costs of software licensing, implementation, data
management and recovery services and custom development) used to research investments, evaluate and
manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of
any self-regulatory organization or applicable law (including reporting obligations), facilitate and manage
the order execution of securities or otherwise manage the Fund and any trading vehicle, such as Bloomberg
...

Item 7.         TYPES OF CLIENTS

Empery’s clients consist of the Funds and any additional private funds or separate accounts that Empery
may manage from time to time. The Funds are privately offered exclusively to “accredited investors” as
defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and/or
“qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”), and rely on the exclusions from the definition of “investment company”
in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. Accordingly, none of the Funds are
registered as investment companies under the Investment Company Act.

The limited partners of the Funds may include institutional investors, high net worth individuals and other
sophisticated investors. The minimum required initial investments in the Funds range from $100,000 to
$1,000,000, though Empery and/or the General Partner have discretion to waive these minimums.
Additional details concerning applicable investor eligibility and suitability requirements for each Fund are
set out in the applicable offering memorandum and subscription documents.