Empyrean Capital Partners LP

FEES AND COMPENSATION

A.     Advisory Fees and Compensation

         Empyrean generally receives management fees and performance-based compensation
for investment advisory services provided to the Funds pursuant to certain investment
management agreements. Empyrean reduces or waives management fees and/or performance
fees for certain affiliates and related persons of Empyrean, including, without limitation,
limited partners that are employees or partners (including former) of Empyrean and/or its
affiliates and their immediate family members, and accounts established for the benefit of such
persons. Empyrean reserves the right to reduce, waive or calculate differently the fees of certain
investors in a Fund and certain investors are subject to reduced fees. Additionally, management
fees, performance-based compensation and other economic terms can vary from those
described herein on a client-by-client basis. The fees applicable to each Fund are set forth in
detail in each Fund's offering documents. A brief summary of such fees is provided below.

       1.      The Domestic Fund

        With respect to the Domestic Fund, Empyrean generally is paid quarterly in advance a
management fee of (i) 0.375% (1.50% annualized), (ii) 0.3125% (1.25% annualized) or (iii)
0.25% (1.00% annualized) of the beginning value of each capital account (depending on the
class and series of interests) of the limited partners of the Domestic Fund.

        At the end of the Domestic Fund’s fiscal year, the Onshore General Partner generally
receives incentive allocations from the Domestic Fund of 20% of (i) the net capital appreciation
(depending on the class and series of interests) of the Domestic Fund, less (ii) the management
fee deducted from the limited partner capital account (but without reduction for any investor-
related taxes). Net capital appreciation generally includes both realized gains and losses and
unrealized appreciation and depreciation of securities held in the Domestic Fund’s portfolio.
Generally, any net capital depreciation in a fiscal year allocated to any limited partner of the
Domestic Fund is carried forward so that no incentive allocation is charged to such limited
partner unless the losses have been recouped, subject to certain adjustments.

       2.      The Offshore Fund

       With respect to the Offshore Fund, Empyrean generally is paid quarterly in advance a
management fee of (i) 0.375% (1.50% annualized), (ii) 0.3125% (1.25% annualized) or (iii)
0.25% (1.00% annualized) of the net asset value (“NAV”) of each series of each class of shares
(depending on the share class and series) of the Offshore Fund.

        At the end of the Offshore Fund’s fiscal year, Empyrean generally receives incentive
fees from the Offshore Fund of 20% of the net realized and unrealized appreciation in the NAV
of each series of each class of shares (depending on the share class and series) of the Offshore
Fund. An incentive fee will only be paid with respect to the net realized and unrealized
appreciation in the NAV of a series of a class of shares (appropriately adjusted for redemptions)
in excess of the “Prior High NAV” of such series of such class of shares. The Prior High NAV
of a series of a class of shares is the NAV of that series of that class immediately after the

determination of a year-end incentive fee with respect to such series of such class. The Prior
High NAV of a series of a class of shares will be reduced pro rata for interim year redemptions
of shares of such series of such class and reduced by any investor-related taxes accrued or paid
subsequent to either such date.

       3.      The ERISA Fund

        With respect to the ERISA Fund, Empyrean generally is paid quarterly in advance a
management fee of (i) 0.375% (1.50% annualized), (ii) 0.3125% (1.25% annualized) or (iii)
0.25% (1.00% annualized) of the NAV of each series of each class of shares (depending on the
share class and series) of the ERISA Fund.

        At the end of the ERISA Fund’s fiscal year, Empyrean receives incentive fees from the
ERISA Fund of 20% of the net realized and unrealized appreciation in the NAV of each series
of each class of shares of the ERISA Fund. An incentive fee will only be paid with respect to
the net realized and unrealized appreciation in the NAV of a series of a class of shares
(appropriately adjusted for redemptions) in excess of the “Prior High NAV” of such series of
such class of shares. The Prior High NAV of a series of a class of shares is the NAV of that
series of that class immediately after the determination of a year-end incentive fee with respect
to such series of such class. The Prior High NAV of a series of a class of shares will be reduced
pro rata for interim year redemptions of shares of such series of such class and reduced by any
investor-related taxes accrued or paid subsequent to either such date.

       4.      Other Clients

       Empyrean reserves the right to impose on future Clients, fee arrangements that differ
from those fee arrangements described above.

       5.      Side Letters

        Empyrean and the Funds have entered into agreements (“Side Letters”) with certain
Investors that waive or modify the application of, or grant special or more favorable terms to,
such Investors than the terms applicable to other Investors in the Fund to the extent permitted
by applicable law. As a result of such Side Letters, certain Investors receive additional benefits
which other Investors will not receive (e.g., lower fees, lower contribution thresholds for access
to certain classes or series of interest, more frequent or detailed reporting, different withdrawal
rights or information rights and other terms in many cases, to accommodate the legal,
regulatory, sovereign or tax requirements of particular investors).

B.     Payment of Fees

       Fees and compensation paid or allocated to Empyrean and/or the Onshore General
...

TYPES OF CLIENTS

        Empyrean provides investment advice to the Funds, the securities of which are offered
to investors on a private placement or other basis, as described above.

         Persons and entities that invest in the Funds (“Investors”) may include individuals, U.S.
and non-U.S. pension and profit-sharing plans, fund-of-funds, insurance and financial
institutions, private funds, pooled investment vehicles, family offices, pension consultants,
state or local government plans, sovereign wealth funds, union plans, trusts, endowments,
foundations, charitable organizations and other types of entities, including other investment
advisers and hedge funds.

       The minimum investment for an Investor in the Funds generally will be determined by
Empyrean and/or the board of directors of such Fund or the Onshore General Partner, as
applicable, and will generally be set out in the offering documents and/or investment
management or other agreements. Such minimum investment amounts may be waived by
Empyrean and/or the board of directors of such Fund or the Onshore General Partner, as
applicable, if permissible under relevant law.