Empyrean Capital Partners, LP

General Description of Advisory Firm

Empyrean commenced operations in 2004. Amos Meron is the principal owner of Empyrean and its general partner, Empyrean Capital, LLC, a Delaware limited liability company (the “Empyrean General Partner”). Mr. Meron is the managing member of the Empyrean General Partner and controls Empyrean. Empyrean has its principal office and place of business in Los Angeles and an office located at 499 Park Avenue, 28th Floor, New York, New York 10022. B.

Description of Advisory Services

Empyrean serves as the investment adviser with discretionary trading authority to private pooled investment vehicles, the securities of which are offered to Investors (as defined in Item 7) on a private placement or other basis (each, a “Fund” and collectively, the “Funds”). The Funds include (i) Empyrean Capital Overseas Fund, Ltd., a Cayman Islands exempted company (the “Offshore Fund”), (ii) Empyrean Capital Overseas ERISA Fund, Ltd, a Cayman Islands exempted company (the “ERISA Fund”), (iii) Empyrean Capital Fund, LP, a Delaware limited partnership (the “Domestic Fund”), and (iv) Empyrean Capital Overseas Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”). The Domestic Fund, the Offshore Fund, and the ERISA Fund invest all of their investable assets through a “masterfeeder” structure in the Master Fund. While Empyrean is responsible for the Domestic Fund’s investment activities, it is subject to the oversight of the general partner of the Domestic Fund, Empyrean Associates, LLC (the “Onshore General Partner”). “Client” or “Clients” generally refers to one or more of the Funds. and any other existing or future fund, investment company, pooled-investment vehicle or managed account that Empyrean manages or may, from time to time, manage, as applicable. Empyrean, on behalf of its Funds, generally employs a fundamentally-oriented, fullyintegrated, multi-disciplinary approach to event-oriented investing. Empyrean believes that in order to effectively capitalize on event-oriented market opportunities, an investment manager requires an integrated combination of credit, equity, volatility and process expertise. Please see Item 8 of this Brochure for a more detailed description of Empyrean’s investment strategies. Investors may also ask Empyrean to, and Empyrean may, provide investment advice and advisory services and other services with respect to other investment securities and instruments as is consistent with each respective Investor’s investment objective, including through managed accounts, other investment partnerships, other funds or investment management companies that are registered with the SEC under the Investment Company Act of 1940. Such other funds and accounts may follow similar or different investment programs to that of Empyrean’s Funds. This Brochure includes general information about Empyrean and its relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information included herein applies only to the Funds or affiliates. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities.

C.

Availability of Customized Services for Individual Clients

Empyrean has full discretionary authority with respect to investment decisions made on behalf of the Funds, and its advice is given in accordance with the investment objectives and guidelines as set forth in the Funds’ respective offering memoranda. In the event that Empyrean advises a managed account Client, Empyrean would tailor its advisory services to the specific needs of such Client as agreed to in its investment management agreement. From time to time, Empyrean offers co-investment opportunities. Such co-invest vehicles will typically invest alongside Funds to the extent they have similar investment objectives. D.

Wrap Fee Programs Empyrean does not offer or participate in wrap fee programs.

E.

Assets Under Management Empyrean manages, and has discretionary authority over, approximately $4,969,081,000 in regulatory assets under management as of December 31, 2025.

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 investorrelated 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 Partner by Funds are generally deducted from the assets of such Funds. As discussed above, the management fees are generally deducted on a quarterly basis in advance and the performance compensation is generally deducted on an annual basis. C.

Other Types of Fees and Expenses

In addition to the management and incentive fees described above, each of the Offshore Fund, Domestic Fund and ERISA Fund (each a "Feeder Fund") will generally bear its own organizational, offering, operating and other expenses, as well as its pro rata share of the Master Fund's expenses including, without limitation:

investment-related expenses of the Master Fund, whether or not consummated (e.g., brokerage commissions, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, custodial fees (including custodians that utilize blockchain technologies), clearing and settlement, arranger fees, interest expense, travel and lodging expenses that are primarily connected to investment activities (excluding travel related to marketing activities), due diligence expenses, expenses related to reorganizations, restructurings, workouts, investigations, litigations and other disputes – please see Item 12 of this Brochure for a discussion regarding brokerage practices);

research-related expenses, including, without limitation, news and quotation equipment and services, statistical and market data, investment conferences, research-related software, and consulting; fees and expenses of the administrator;

legal expenses and other professional fees (including, without limitation, expenses of consultants, investment bankers, experts and accountants);

expenses of proxy research and voting services;

regulatory filings specific to a Feeder Fund, the Master Fund or its portfolio holdings (e.g., Regulation D, Schedules 13D and 13G and Form 13F);

auditing and tax preparation expenses; costs of printing and mailing reports and notices, including investor reports and notices;

expenses relating to side letter negotiation and compliance;

expenses relating to obtaining insurance for the benefit of a Feeder Fund, Empyrean and its affiliates from liabilities to third parties in connection with the Feeder Fund's and Master Fund's affairs (including liability premiums);

corporate licensing fees and other professional fees;

remuneration to members of the board of directors of the Master Fund;

fees and expenses (including director registration fees) of the Master Fund's board of directors and officers (including any anti-money laundering officers appointed pursuant to applicable law in the Cayman Islands);

custodial and bank service fees;

withholding and transfer fees;

taxes;

other expenses related to the purchase, sale or transmittal of Fund assets; expenses related to organizing and operating alternative investments or special purpose vehicles through which investments may be made;

extraordinary expenses and other similar expenses related to a Feeder Fund or the Master Fund, including indemnification expenses, fees and expenses

incurred in connection with any tax audit by any taxing authority, including any related administrative settlement and judicial review, and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of a Feeder Fund, the Master Fund or any trading vehicle. Expense Allocation Methodologies Any expense common to all Funds typically will be paid pro rata by such Funds based on the size of the Fund or the approximate size of the investment relating to such expense (or in any other manner deemed fair and equitable by Empyrean in its sole discretion). To the extent that expenses to be borne by a Fund are paid by Empyrean or the Onshore General Partner (in the case of the Domestic Fund), the Fund will reimburse such party for such expenses. A portion of research-related expenses will be paid for using “soft dollars” (i.e., commission dollars and transaction fees generated through agency and certain riskless principal transactions) – please see Item 12 of this Brochure for further information regarding soft dollars. In addition, the Feeder Funds bear their pro rata share of the Master Fund’s expenses. Each Investor must review the applicable Fund offering memoranda for a more detailed discussion and understanding of all the fees, expenses and other compensation Empyrean and other parties may obtain or receive from, or in connection with, Funds and Investors. Certain of Empyrean’s determinations with respect to whether specific expenses should be borne by Empyrean or by the Funds require subjective judgments. Empyrean has a conflict of interest when making such judgments because Empyrean will bear the costs of any expenses not allocated to a Fund. Empyrean seeks to allocate expenses in a manner that it deems to be fair and equitable. Further, Empyrean’s election to bear certain expenses on behalf of a Fund that otherwise would or could be Fund expenses will not obligate Empyrean to continue to bear such expenses in the future. D.

Prepayment of Fees

Generally, each Fund pays Empyrean a management fee quarterly in advance based on the values of the capital accounts of Investors in the Fund (in the case of the Domestic Fund) or the NAV of each Fund (in the case of the Offshore Fund and the ERISA Fund). In the event that Investors’ capital accounts in a Fund or a Fund's NAV is reduced in connection with a withdrawal or redemption by an Investor of such Fund other than as of the last day of a quarter, Empyrean will pay such Fund an amount equal to the pro rata portion of the management fee, based on the actual number of days remaining in such quarter, and such Fund will distribute such amount to the Investor. E.

Additional Compensation and Conflicts of Interest

Neither Empyrean nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

The descriptions set forth in this Brochure of specific advisory services that Empyrean offers to Clients, and investment strategies pursued and investments made by Empyrean on behalf of its Clients, should not be understood to limit in any way Empyrean’s investment activities. Empyrean may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Empyrean considers appropriate, subject to each Client’s investment objectives and guidelines. For example, Empyrean may advise Clients structured as co-invest opportunities with a single investment objective. The investment strategies Empyrean pursues are speculative and entail substantial risks. There can be no assurance that the investment objectives of any Client will be achieved. In fact, the practices of short selling, employing leverage and other investment techniques which Empyrean may employ from time to time can, in certain circumstances, increase the adverse impact to which a Client’s investment portfolio may be subject. Empyrean’s risk management approach seeks to isolate and mitigate, not eliminate, risks and there may be certain risks which Empyrean determines should not be or cannot be hedged against. Accordingly, Empyrean’s activities could result in substantial losses under certain circumstances. Set forth below is a non-exhaustive list of risks associated with investments Empyrean may make on behalf of Clients. Investors should refer to a Fund’s offering documents for a more detailed description of the methods of analysis employed by Empyrean, a Fund’s investment strategy and the risk of loss associate with an investment in a Fund. A.

Methods of Analysis and Investment Strategy

Empyrean employs a fundamentally-oriented, multi-disciplinary approach to eventoriented investment opportunities. Its approach integrates credit, equity, volatility and process expertise in a single platform. Empyrean maintains a single investment portfolio with a predominantly North American geographic focus that is generally diversified by industry, issuer, asset class, and security with capital concentrated generally in 15-35 core ideas. Clients generally do not have any pre-determined asset allocation targets or securities biases. Instead, Empyrean seeks to invest in situations where identifiable catalysts exist (companies undergoing transformative events and/or securities exhibiting price dislocations) and, invests in the most attractive securities and instruments regardless of asset class. Empyrean seeks to invest in situations where there is the potential for significant returns through either capital appreciation or ongoing income, and where identifiable catalysts exist which can unlock value and close the gap between market value and intrinsic value. It seeks to purchase securities and other financial instruments at prices it believes represent discounts to intrinsic value, or sell short securities it believes trade at a premium to intrinsic value. Each strategy is composed of a security or group of securities with a common event catalyst and any related hedges. Each strategy may be implemented through the purchase or sale of an issuer’s securities or derivative and volatility instruments related to such securities in a single trade or a series of trades which involve multiple instruments in order to achieve the targeted net exposure. Empyrean seeks to limit downside exposure through the purchase of securities or

instruments at discounts to intrinsic value or that possess favorable structural, contractual, or collateral characteristics. Empyrean also seeks to control risk through a variety of credit, equity and volatility hedging strategies. Examples of the event-oriented investment opportunities that Empyrean will pursue include, but are not limited to, special situation equity and credit strategies, equity, convertible and capital structure arbitrage, and other volatility, derivative, and option-based opportunities. Empyrean, on behalf of its Clients, generally invests, both long and short, in a variety of public and private primary and secondary market securities, instruments and obligations. Instruments may include, but are not limited to, trade claims, revolving and term loan credit facilities, public and private debt obligations, public and private convertible debt and convertible preferred stock, public and private common stock and other types of equity investments, litigation finance, futures, options, warrants and derivative instruments. Generally, Empyrean will invest in these securities and instruments on a passive basis, although occasionally, Empyrean will assume a more active role. Empyrean, on behalf of its Clients, will sell securities short, purchase puts and calls, write uncovered puts and calls, purchase options on stock indices and bond indices and utilize other derivative instruments, including, without limitation, CDS, futures, forward contracts and swaps. Empyrean views the use of hedging strategies both as independent profit opportunities for Clients and as an integral part of each Client’s investment program. Empyrean may invest in virtual currencies, cryptocurrencies, or digital coins/tokens (collectively, “Digital Assets”). Empyrean may also use repurchase agreements in its investment program, and certain strategies may be pursued by investing in investment vehicles managed by third parties. Empyrean’s investment process consists of (i) opportunity identification; (ii) investment research; (iii) investment selection; and (iv) risk management. Opportunities are identified across asset classes and securities through Empyrean’s deep presence and multiproduct expertise within a variety of financial markets. Empyrean’s research process is characterized by a rigorous “bottom-up” approach which combines fundamental cash flow and valuation analyses with volatility and event analyses in order to identify and quantify (i) disparities between intrinsic value and market value; (ii) the potential distribution of event outcomes and their impact on securities’ valuation; and (iii) upside potential versus downside risk. Empyrean’s fundamental research includes a thorough evaluation of a variety of aspects of an issuer and its securities including, but not limited to, its (i) industry position; (ii) business position; (iii) financial and accounting position; (iv) valuation; (v) legal and financial structure; and (vi) management and stakeholders. The investment process developed by Empyrean is applied to the entirety of an issuer’s capital structure, in addition to any related derivative and volatility instruments. The investment selection process involves a risk-weighted evaluation of instruments within an issuer’s capital structure and a comparison across alternative investment opportunities. Empyrean’s risk management process is intended to balance a “bottom-up” approach to security selection with portfolio-level risk filters, guidelines and limits and may employ a variety of risk management tools. Empyrean also systematically applies positionlevel and portfolio-level hedging strategies through a variety of instruments in an effort to reduce market exposure. Empyrean seeks to maximize returns for its Clients and believes that identifying environmental, social and corporate governance (“ESG”) considerations that may have a material impact on investment performance plays an important role in better understanding opportunities, effectively managing risk, and achieving its Clients’ return objectives. In line

with Empyrean’s broader goal of generating strong risk-adjusted returns, it does not incorporate restrictive screening or exclusionary criteria in its investment process, but rather seeks to integrate ESG considerations into its discussion of potential opportunities and risks where it believes those considerations may materially impact performance of the respective investment. B.

Material Risks Relating to Investment Strategies and Techniques

Empyrean does not guarantee the future performance of any account, the success of any investment decision or strategy that Empyrean employs or the success of Empyrean’s overall management of any account. An investment in the Clients advised by Empyrean involves a high degree of risk, including the risk that the entire amount invested may be lost. The following list of risk factors (set forth in Section B and C of this Item 8) does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Clients advised by Empyrean. Because these risk factors are not a complete list or explanation of the risks to Investors, all such Investors should read this Brochure together with any offering memorandum and/or other governing documents of the particular Client before making an investment in the Client. These risk factors only include those risks Empyrean believes to be material, significant or unusual and relate to particular investment strategies, types of securities or methods of analysis employed by Empyrean. In addition, as Empyrean’s investment program develops and changes over time, an investment in the Clients advised by Empyrean may be subject to additional and different risk factors. No Material Limitation on Strategies. Empyrean, on behalf of its Clients, will opportunistically implement whatever strategies or discretionary approaches it believes from time to time may be best suited to prevailing market conditions. There can be no assurance that Empyrean will be successful in applying any strategy or discretionary approach to its Clients’ trading. Risk of Loss. No guarantee or representation is made that Empyrean’s investment strategies, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of Empyrean or a Client are not necessarily indicative of their future performance. Securities Believed To Be Undervalued or Incorrectly Valued. Securities that Empyrean believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame Empyrean anticipates. In such event, Clients may incur a substantial loss. Event-Oriented Strategy. The success of the event-oriented investment strategy Empyrean implements on behalf of its Clients depends upon Empyrean’s ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the expected impact, losses can result. For example, the adoption of new business strategies, completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as Empyrean had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring that promises to enhance value, but fail to implement it, which can result in losses to Investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less

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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.

As generally described in Item 5, Empyrean currently accepts performance-based fees from all Funds. As a result, Empyrean does not face the conflicts of interest that may arise when an investment adviser accepts performance-based fees from some Clients, but not from other Clients, or if Clients are charged different performance-based fees. However, these conflicts could arise in the future if Empyrean has Clients with different performance-based fee arrangements. As noted in response to Item 11, Empyrean currently manages a single master-feeder fund structure, and therefore only makes investments on behalf of a single master fund.

Broker-Dealer Registration Status

Empyrean and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B.

Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status

Empyrean and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. C.

Material Relationships or Arrangements with Certain Related Persons

Empyrean, its affiliates and their respective management persons and other personnel serve as investment advisers to multiple Clients, some of which may be considered their related persons due to the fact that they could be deemed to be under common control. Such persons may have conflicts in allocating their time and services among Clients. Such persons will devote as much time to the activities of each Client as they deem necessary and appropriate for Empyrean to perform its duties in accordance with its management agreements, and the amount of time devoted to different Clients may vary. In addition, the general partners of certain Clients are also related persons of Empyrean. When a conflict of interest arises, Empyrean endeavors to ensure that the conflict is resolved fairly and in an equitable manner that is consistent with its fiduciary duties to its Clients. Certain Clients may have investment objectives, programs, strategies and positions that are similar to or may conflict with those of other Clients, or may compete with or have interests adverse to other Clients. Such conflicts could affect the prices and availability of securities in which Clients invest. Even if a Client has investment objectives, programs or strategies that are similar to those of another Client, Empyrean will give advice or take action with respect to the investments held by, and transactions of, such other Client that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, the first Client due to a variety of reasons, including, without limitation, differences between the investment strategy, financing terms, regulatory treatment and tax treatment of such Clients, or whether such Clients are ramping up or winding down. As a result, Clients may have substantially different portfolios and investment returns. Conflicts of interest may also arise when Empyrean makes decisions on behalf of a Client with respect to matters where the interests of such Client differs from the interests of Empyrean or one or more other Clients. Other present and future activities of Empyrean, its affiliates and their respective management persons and other personnel and/or their respective related persons may give rise to conflicts of interest. As noted above, in the event that a conflict of interest arises, Empyrean will attempt to resolve such conflicts in a fair and equitable manner that is consistent with its fiduciary duties to its Clients.

D.

Material Conflicts of Interest Relating to Other Investment Advisers Empyrean does not recommend or select other investment advisers for Clients.

Empyrean strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, Empyrean has adopted a Manual of Compliance Policies and Procedures and Code of Ethics (the “Compliance Manual”), which contains standards of business conduct and a Personal Trading Accounts Policy (the “Personal Trading Policy”) that together comprise the code of ethics required by Rule 204A-1 under the Advisers Act (the “Code”). Compliance personnel monitor compliance with the Code, review and, if applicable, revise the Code, to ensure compliance with applicable securities laws and regulations. Current and prospective Clients may request a copy of the Code by contacting Empyrean at the address or telephone number listed on the first page of this document. The Code addresses, among other things, the following issues:  Standards of Business Conduct, including general fiduciary duties of Empyrean’s personnel;  Private Investments and Outside Activities;  Conflicts of Interest;  Treatment of Confidential Information/Material Non-Public Information;  Compliance with Federal Securities Laws;  Insider Trading;  Personal Trading Accounts;  Acceptance or Provision of Gifts and Entertainment; and  Political Contributions. The Code is based on the notion that Empyrean’s personnel must act in the best interests of Clients and should avoid engaging in business activities that create or appear to create a conflict of interest, and is intended to prevent and detect such actual or potential conflicts of interest. Empyrean personnel are required to periodically (at least annually) certify in writing that they have received, and have read and understand, the Compliance Manual, including the Code. Participation or Interest in Client Transactions Empyrean does not buy or sell securities for its own account. However, certain affiliates and related persons of Empyrean, including eligible employees or partners (including former) of Empyrean and/or its affiliates and their family members, and accounts established for the benefit of such persons, hold, either directly or indirectly through the general partner, financial interests in certain of the Funds. Such persons are not required to invest in all Funds and generally do not pay any fees to Empyrean in respect of such investments. Subject to applicable restrictions under Empyrean’s policies and procedures, Empyrean from time to time effects rebalancing or internal cross transactions between certain Clients. In such cases, one Client will purchase securities held by another Client. Empyrean endeavors to effect these transactions based on a fair, current market price consistent with its valuation and other policies and procedures. Such cross transactions generally will be made without

brokerage commissions being charged. When effecting cross transactions between Funds, if Empyrean, its affiliates and their respective personnel have an ownership interest in one or more of the participating Funds, such persons will have potentially conflicting division of loyalties and responsibilities with respect to each participating Fund. In addition, to the extent that a cross transaction may be viewed as a principal transaction due to the ownership interest in a Fund by Empyrean, its affiliates or their respective related persons, Empyrean will comply with the requirements of Section 206(3) of the Advisers Act, including that Empyrean will notify the Fund (or an independent representative of the Fund) in writing of the transaction and obtain the consent of the Fund (or an independent representative of the Fund). With respect to the Domestic Fund, the limited partners of the Domestic Fund have authorized the Onshore General Partner to, on their behalf, select one or more persons unaffiliated with the Onshore General Partner to serve on a committee, the purpose of which will be to consider, and on behalf of the limited partners of the Domestic Fund, approve or disapprove, to the extent required by applicable law, any such principal transaction. In the event that a conflict of interest arises due to any of the circumstances described above, Empyrean will attempt to resolve such conflicts in a fair and equitable manner that is consistent with its fiduciary duties to its Clients. Personal Trading Empyrean’s affiliates and their respective personnel (“access persons”) have in the past, and expect to in the future, invest on behalf of themselves in securities and other instruments that would be appropriate for, are held by, or fall within the investment guidelines of a Client. Such persons may take action for their own accounts that may differ from, conflict with or be adverse to action taken for a Client. While unlikely, these activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for Clients. The Personal Trading Policy generally limits the extent to which such access persons (including such access persons’ immediate family members sharing the same household) may acquire or sell securities or otherwise make investments by, among other things, requiring preclearance of certain types of transactions (including the acquisition of any security in an initial public offering or in a limited offering) and disclosure of holdings and transactions to Empyrean. These limitations and pre-clearance requirements do not apply to transactions in investments held in “managed accounts,” or accounts over which neither the access person nor an immediate family member residing in the same household has any authority, directly or indirectly, to influence, direct or effect specific investment decisions with respect to the assets held in the account. Notwithstanding Empyrean’s approval of a transaction, and whether or not transaction did not require pre-approval, access persons may under no circumstances acquire or dispose of a security when in possession of material, non- public information or “inside information” concerning that security. Client Investments and Contemporaneous Trading Empyrean currently manages a single master-feeder fund structure, and therefore only makes investments on behalf of a single master fund. From time to time, Empyrean may also become aware of investment opportunities with capacity such that, after a Client has invested up to its desired allocation, as determined by Empyrean, there may be remaining capacity that Empyrean may choose to make available to select persons, including certain investors in the Funds, in Empyrean’s sole discretion.

However, no investor in the Funds should have any expectation or entitlement to be offered an opportunity to participate in such investments except to the extent of their participation through the Fund. Furthermore, Empyrean’s activities with respect to offering co-investment opportunities to third parties may reduce the amount of business time spent by its partners, officers and employees on Client investment activities and may pose greater risks to Empyrean.

Selecting Broker-Dealers

Empyrean seeks to act in the best interest of its Clients when entering into transactions on their behalf, and obtain best execution for such transactions. Best execution is not determined by “lowest possible commission costs,” but by best “qualitative execution.” Therefore, Empyrean’s efforts to obtain best execution depend substantially on its judgment, knowledge and experience in evaluating each broker-dealer’s reliability and capability. Empyrean seeks to execute securities transactions in such a manner that the Client’s total cost or proceeds in each transaction are most favorable under the circumstances. In making this determination, Empyrean evaluates each broker-dealer by considering a combination of, among others, the following factors:

Quality of execution with respect to different types and sizes of transaction orders and available market makers (ability to achieve prompt and reliable executions at favorable prices); The commissions charged by the broker-dealer, which may be a function of the size of the order, the price of the security, and whether the receipt of products or services is involved; Whether the broker-dealer provides Empyrean with services and research that it uses in making investment decisions for Clients in exchange for Empyrean conducting transactions with such broker-dealer; Overall cost of trade (including commissions, mark-ups, mark-downs, spreads and other costs) and competitiveness of costs in comparison with other brokers satisfying the Firm’s other selection criteria (i.e., comparable products and services); and Responsiveness and reliability.

Other factors Empyrean may consider include:

Whether the broker-dealer can accommodate third-party soft dollar arrangements and step-outs; Reputation, ongoing reliability and responsiveness to Empyrean’s requests for trade data and other financial information, including during volatile markets; Financial strength, integrity and stability of broker-dealer; Block trading and block positioning capabilities; Willingness and ability to execute difficult transactions; Willingness and ability to commit capital (i.e. loss ratios); Access to underwritten offerings (initial and follow-on public offerings) and secondary markets; and The ability of the broker-dealer to handle complex, difficult and variable number and size of trades. Statistics or other information on the relative quality of executions/financial services by each broker-dealer; Desired timing of the transaction; Confidentiality of trading activity; Market intelligence; Idea generation; Availability of stocks to borrow;

Sourcing of investment opportunities by the broker and its affiliates; Quality and timeliness of market information provided; Whether the broker-dealer is equipped to handle electronic trade entry and reporting links with Empyrean; The value of privacy considerations, liquidity, price improvement, and lower commission rates on Electronic Communications Networks; The costs associated with the opportunity to work with a major brokerdealer that may offer a wide variety of products and services or a “boutique” firm that only deals with specialized products; and The adequacy of the broker-dealer’s back office staff to efficiently handle trading activity, especially in volatile or high volume markets.

Accordingly, the commissions charged by any such broker or dealer may be greater than the amount another firm might charge if Empyrean determines in good faith that the amount of such commissions is reasonable in relation to the value of the brokerage services and research information provided by such brokers or dealers. Although Empyrean has an incentive to select a broker or dealer based on its interest in receiving the research or other products or services, Empyrean seeks to obtain best execution and, consistent with the requirements of best execution, brokerage commissions may be directed to brokers, dealers or other parties, either directly or indirectly, in recognition of, among other things, investment research and information furnished for services rendered in the execution of orders by such brokers, or dealers. By allocating transactions in this manner, Empyrean is able to supplement its research and analysis with the views and information of brokerage and other firms. Empyrean maintains policies and procedures for the review of quality of executions, including pre-approval of new broker-dealers and periodic reviews by its Trade Oversight Committee. 1.

Research and Other Soft Dollar Benefits:

From time to time, Empyrean will pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting a Client’s transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Empyrean has an incentive to select a broker-dealer based on its interest in receiving brokerage and research services from that broker-dealer. Empyrean will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. Empyrean benefits from such transactions as it receives valuable brokerage and research services that it would otherwise have to pay for. Empyrean believes it is important to its investment decision-making processes and beneficial to all Clients to have access to the independent research provided by broker-dealers in this manner. In the last year, research services provided by broker-dealers have included information and data on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, transaction cost analysis, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts, and personal meetings with security

analysts. In addition, such research services may be provided in the form of access to various computer-generated data, computer hardware and software, and meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives. In some cases, research services are generated by third parties but are provided to Empyrean by or through broker-dealers. Also, consistent with Section 28(e), to the extent that in the future Empyrean trades for more than one client, research products or services obtained with “soft dollars” generated by one or more Clients may be used by Empyrean to service one or more other Clients. Empyrean does not seek to allocate soft dollar benefits to Client accounts in proportion to the soft dollar credits the Client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to Empyrean (i.e., a “mixed use” item), Empyrean will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Empyrean’s allocation of the costs of such benefits and services between those that primarily benefit Empyrean and those that primarily benefit the Clients. At least annually, Empyrean considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its Clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will Empyrean make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Empyrean maintains policies and procedures for the review of soft dollar arrangements, including pre-approval of formal soft dollar arrangements and periodic reviews by its Trade Oversight Committee. 2.

Brokerage for Client Referrals

Neither Empyrean nor any related person receives client referrals from any brokerdealer or third party. However, as discussed above, subject to best execution, Empyrean may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting broker-dealers for the Funds. Empyrean has entered into agreements on behalf of the Funds with certain brokersdealers that act as prime brokers or executing brokers on behalf of the Funds. From time to time, Empyrean’s personnel will speak at conferences and programs for potential investors interested in investing in hedge funds which are sponsored by those broker-dealers. These conferences and programs may be a means by which Empyrean can be introduced to potential investors. Currently, neither Empyrean, nor any of the Funds, compensate broker-dealers for organizing such “capital introduction” events or for any investments ultimately made by prospective investors attending such events (although either may do so in the future). While such events and other services provided by a broker-dealer may influence Empyrean in deciding whether to use such broker-dealer in connection with brokerage, financing and other activities of the Funds (subject to its obligation to seek best execution on behalf of its Funds),

Empyrean will not commit to allocate a particular amount of brokerage to a broker-dealer in any such situation. See Item 14 of this Brochure for further information regarding capital introduction services. 3.

Directed Brokerage

Empyrean does not recommend, request or require that a Client direct Empyrean to execute transactions through a specified broker-dealer. B.

Order Aggregation

To the extent that in the future Empyrean has multiple clients trading in the same securities, Empyrean may, but is not obligated to, aggregate trades, subject to its duty to obtain best execution and the terms of the investment guidelines and restrictions for each Client for which trades are being aggregated. Aggregation, or “bunching,” describes a procedure whereby an investment adviser combines the orders of two or more Clients into a single order for the purpose of obtaining better prices and lower execution costs. Aggregation opportunities for Empyrean generally arise when more than one Client is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. If Empyrean determines that the purchase or sale of the same security is in the best interest of more than one Client, Empyrean may, but is not obligated to, aggregate orders in order to reduce transaction costs to the extent permitted by applicable law. Empyrean will not aggregate orders unless aggregation is consistent with its duty to obtain best execution and the terms of the investment guidelines and restrictions for each Client for which trades are being aggregated. No Client will be favored over any other Client when aggregating orders and each Client that participates in an aggregated order will participate at the average price for all of Empyrean’s transactions in that security on a given business day, with transaction costs shared pro rata based on each Client’s participation in the transaction. See “Client Investments and Contemporaneous Trading” in Item 11 of this Brochure for more information, including with respect to the allocation of aggregated orders.

Empyrean does not receive economic benefits from non-Clients for providing investment advice and other advisory services. Neither Empyrean nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for Client referrals. Empyrean executes Client transactions with broker-dealers that sponsor events, meetings or other communications between potential investors and Empyrean. These capital introduction services are provided incidental to other brokerage services. Empyrean is not compelled to engage broker-dealers that sponsor these capital introduction programs in order to be included at these events. However, these capital introduction events are typically sponsored by broker-dealers that provide necessary services to certain Clients and they may create the appearance of using the execution services of these broker-dealers in order to be invited to their capital introduction programs. Empyrean does not pay to participate in these programs and does not cause Clients to execute transactions with such prime brokers or pay higher commissions or other transaction costs to prime brokers in connection with these programs or services. However, Empyrean does pay to attend certain conferences, seminars and other events that are attended by prospective investors, but are not specifically designed as capital introduction events. Furthermore, broker-dealers or their affiliates may introduce Empyrean to prospective investors and will continue to have business relationships with, and execute brokerage transactions on behalf of, Clients.

To Empyrean’s knowledge, there are no legal or disciplinary events that are material to a current or prospective Client’s evaluation of Empyrean’s advisory business or the integrity of Empyrean’s management.

Frequency and Nature of Review of Client Accounts or Financial Plans

Empyrean performs various daily, weekly, monthly, quarterly and periodic reviews of each Client’s portfolio to ensure conformity with the Clients’ investment objectives and guidelines. Such reviews are conducted by Empyrean’s Chief Investment Officer, partners, principals, and other members of Empyrean’s investment team, with the benefit of back-office resources (such as the compliance department). In addition, Empyrean uses an independent third party to conduct annual financial audits of the accounts of the Funds. B.

Factors Prompting Review of Client Accounts Other than a Periodic Review

In addition to reviews in the ordinary course of business, a review of a Client account may be triggered by any unusual activity or special circumstances, including, but not limited to: changes in market, economic, or legal or regulatory conditions, changes in information or other factors regarding a particular investment, and other similar developments and events. C.

Content and Frequency of Account Reports to Clients

Clients and Investors receive monthly and quarterly unaudited written reports from Empyrean documenting the performance and activity of the Client’s portfolio, although Empyrean may provide certain Investors or Clients with information on a more frequent and detailed basis if agreed to by Empyrean. In addition, with respect to the Funds, an independent third-party administrator conducts independent monthly verification of Empyrean’s pricing of its investments held by the Funds. The independent third-party administrator provides Investors in the Funds with a monthly report that confirms such investor’s capital balances, and a quarterly transparency report that includes, among other items, the percentage (if any) of the relevant Fund’s investments for which the independent third party was unable to verify prices. Empyrean also issues to Investors in the Funds tax reports (where applicable) and audited financial statements concerning their respective Fund within 90 days of the end of such Fund’s fiscal year or as soon thereafter as is reasonably possible. From time to time, Empyrean receives information requests from Investors concerning their investments in a Fund. In connection with such requests, Empyrean, in its discretion, may disclose certain portfolio holdings information (or other information related thereto) of a Fund to entities that evaluate portfolio risk for Investors or to certain Investors that have unique regulatory and/or risk reporting obligations. In addition, Investors, in the course of conducting due diligence, may request information pertaining to their investments in a Fund (either verbally or in writing), including information that is not generally made available to all Investors of such Fund. Empyrean may respond to such requests without providing all of such information to other Fund Investors.

All Client funds and securities are maintained with qualified custodians. Empyrean is deemed to have custody of funds and securities held by the Funds because it has the authority to obtain possession of such funds or securities, for example, by deducting advisory fees from a Fund’s account or otherwise withdrawing funds from a Fund’s account. Empyrean is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with subsection (b)(4) of the Custody Rule which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all of its Investors within 120 days of the end of its fiscal year.

Empyrean serves as the investment adviser with discretionary trading authority to each Fund. Empyrean’s investment decisions and advice with respect to each Fund are subject to the investment objectives and guidelines as set forth in such Fund’s offering documents. Empyrean has entered into an investment management agreement, or similar agreement, with each Fund pursuant to which Empyrean was granted discretionary trading authority. Empyrean may provide other advisory or sub-advisory services on a discretionary basis, which would be provided in an advisory or sub-advisory contract, respectively, with each Client at the onset of such relationship.

The SEC adopted Rule 206(4)-6 under the Advisers Act, which requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. In compliance with such rules, Empyrean has adopted proxy voting policies and procedures (the “Policies”). The general policy is to vote proxy proposals, amendments, consents or resolutions relating to Client securities, including interests in private investment funds, if any (collectively, “proxies”), in a manner that serves the best interests of the Client, as determined by Empyrean in its discretion, taking into account the following factors: (i) the impact on the value of the investments; (ii) the anticipated associated costs and benefits; (iii) the effect on liquidity; and (iv) customary industry and business practices. In limited circumstances, Empyrean may refrain from voting proxies where it believes that voting would be inappropriate taking into consideration the cost of voting the proxy and the anticipated benefit to the Client, or a legal restriction on trading could result from exercising the proxy. Conflicts of interest may arise between the Clients’ interests and Empyrean’s interests. If Empyrean determines it may have a conflict when voting proxies, Empyrean will vote in accordance with its Policies. A copy of the Policies and the proxy voting record relating to a Client may be obtained by contacting Empyrean. In order to facilitate the proxy voting process, Empyrean has engaged Glass, Lewis & Co., an independent proxy voting service (the “Proxy Service”), to vote proxies for the Clients on Empyrean’s behalf. The Proxy Service provides Empyrean with proxy analysis and voting recommendations in accordance with Empyrean’s Policies. Empyrean performs periodic due diligence of the Proxy Service to confirm that the services provided by the Proxy Service are consistent with Empyrean’s Policies. Clients and Investors may obtain a copy of Empyrean’s Policies and proxy voting record upon request.

Empyrean is not required to include a balance sheet for its most recent fiscal year and does not believe it has any financial commitments that impair its ability to meet contractual commitments to Clients.