Empire Capital Management LLC

Item 5 – Fees and Compensation

Empire Investment Fund Fee Schedule:                 1.5% Management Fee

                                                     20% Incentive Compensation

                                     ADV Part 2A Brochure
                                    www.empirecapital.com

Management Fees. Empire Capital charges a management fee for its advisory services. The
Management Fee will be prorated for partial quarters and a pro-rata portion of the
Management Fee will be returned to any investor permitted to withdraw prior to the end of a
quarter. Empire Capital (in its sole discretion) may waive, reduce or otherwise modify the
Management Fee for any investor, including Empire Capital management persons (and their
family members) and Empire Capital employees. The General Partner/Empire Capital deducts
the Management Fees from the Empire Investment Funds on a quarterly basis. For additional
details on Management Fees, please see the offering documents for a specific Empire
Investment Fund.

Core Onshore investors pay the Management Fee (equal to 0.375% of the investor’s ending
capital account balance for the previous fiscal quarter) to Empire Capital on a quarterly basis at
the beginning of each subsequent quarter (1.5% on an annualized basis).

Core Offshore, Enhanced Onshore and/or Enhanced Offshore investors pay the Management
Fee in advance (equal to 0.375% of the asset value of each series of shares as of the beginning
of the quarter) to Empire Capital on a quarterly basis at the beginning of each fiscal quarter
(1.5% on an annualized basis).

Incentive Compensation. Empire Capital charges incentive compensation for its advisory
services. Empire Capital and/or the General Partner reserves the right to waive or impose
different fees for certain investors, such as the General Partner, Empire Capital, or the family
members of Scott A. Fine and Peter J. Richards.

Each Onshore Empire Investment Fund (Core Onshore and Enhanced Onshore) allocates 20% of
the net capital appreciation of relevant portfolio to the General Partner as an “incentive
allocation.” Net capital appreciation generally includes both realized gains and losses and
unrealized appreciation and depreciation of securities held in the relevant portfolio. Generally,
any net capital depreciation in a fiscal year allocated to any limited partner is carried forward so
that no incentive allocation is charged to such limited partner unless the losses have been
recouped, subject to certain adjustments. In no event will any incentive allocation made to the
General Partner in a prior period be returned to an investor.

                                     ADV Part 2A Brochure
                                    www.empirecapital.com

At the end of each fiscal year, each Offshore Empire Investment Fund (Core Offshore and
Enhanced Offshore) pays “incentive fees” equal of 20% of the net realized and unrealized
appreciation in the net asset value (“NAV”) of each series of shares of the relevant portfolio to
Empire Capital.

An incentive fee will only be paid with respect to the net realized and unrealized appreciation in
the NAV of a series of shares in excess of the Prior High NAV of such series of shares. The “Prior
High NAV” of a series of shares is the NAV of that series as of the first business day immediately
following the date as of which the last incentive fee with respect to such series was
determined. The Prior High NAV of such series will be reduced pro rata for interim-year
redemptions of shares of such series. Any incentive fee accrued in respect of a series will be
paid to Empire Capital upon an interim-year redemption of shares in the series. In no event
will any incentive allocation made to Empire Capital in a prior period be returned to an
investor.

Additional Fees/Charges. Each Empire Investment Fund also bears its own operating expenses,
including, without limitation, investment-related expenses (e.g., brokerage commissions,
expenses related to short sales, clearing and settlement charges, custodial fees, bank service
fees and interest expenses), trade error correction (absent gross negligence of Empire Capital),
legal expenses, exchange traded fund and mutual fund expenses, professional fees relating to
investments (including without limitation, expenses for consultants and/or experts),
accounting, audited and tax preparation expenses, organizational expenses and expenses
incurred in connection with the offering and sale of the interests in the Empire Investment
Funds. Such expenses are shared by all investors, including the General Partner. For additional
details, please see the offering documents for a specific Empire Investment Fund.

Item 7 – Types of Clients

The Empire Investment Funds are Empire Capital’s “Clients.” The beneficial owners of the
Empire Investment Funds consist primarily of hedge funds, private investment funds, fund of
funds, high net worth individuals, banks, investment companies, foundations, endowments,
pension and profit-sharing plans, family offices, trusts, estates, charitable organizations,
corporations and other U.S. and international business entities.

The Empire Investment Funds generally have a $1,000,000 investment minimum, although the
investment minimum may be reduced under certain circumstances.

                                    ADV Part 2A Brochure
                                   www.empirecapital.com