Force Capital Management LLC

Fees and Compensation
The fees applicable to each Fund are set forth in detail in each of the Fund's respective offering documents.
A brief summary of those fees is provided below.

Force generally receives a management fee ranging from 1% to 2% per annum, though fees can vary
depending on the Fund and share class. The management fee is based on the net asset value of the capital
accounts relating to each investor. The management fee is deducted quarterly, in arrears, and will be
prorated for any period that is less than a full quarter. Force may waive or lower the management fee with
respect to capital accounts of members, partners, officers, managers, employees, affiliates or other
investors at Force's sole discretion.

The GP is generally entitled to a performance allocation from the domestic fund, while Force will receive a
performance allocation from the offshore funds. Depending on the Fund share class, the performance
allocation payable by the Funds will range from 15% to 20% of the increase in net asset value above a
“high water mark” net asset value or, as the case may be, above a benchmark return as described in the
relevant offering documents. Performance allocations accrue monthly, but are deducted annually in
arrears. The “high water mark” assures that there will be no performance-based compensation paid on the
recoupment of any net losses.

Fees and other terms such as liquidity and reporting may be negotiable or waivable depending upon a
variety of factors including, among others, whether the investor is an employee of the Investment Manager,
strategy of a Fund, type of advisory service offered, amount of assets under management, or the overall
relationship with the Client or investor. Withdrawals of capital from a Fund may also be subject to a

redemption fee, payable to the affected private fund, for redemptions made in less than the term the
investor agreed to, as described in the relevant offering documents.

In addition to management fees, Fund investors may bear other costs that are charged to the Funds, as
disclosed in each Fund’s offering documents. Each Fund will bear expenses that include, without
limitation, accounting and auditing expenses, administration expenses (including, without limitation, fees
payable to the Fund’s administrator), fees payable to the Fund’s Directors (if any), the costs of maintaining
the Fund’s legal existence, due diligence expenses, legal expenses (including, without limitation, any fees
and expenses of counsel and other expenses incurred in connection with the prosecution or defense of any
claim), consulting expenses (including, without limitation, any allocable share of overhead expenses
relating to any consulting activities), travel and other out-of-pocket expenses (including, without limitation,
the Investment Manager’s out-of-pocket travel expenses incurred in connection with research of
investment opportunities), all investment expenses (including, without limitation, brokerage commissions,
research and analysis fees and expenses (payable to unaffiliated third parties), interest on margin accounts
and other indebtedness, borrowing charges on securities sold short, custodial fees, dealer-manager or proxy
solicitation fees and expenses relating to the acquisition of securities and other investments, and any other
expenses reasonably relating to the purchase, sale, holding or enhancement of a Fund’s assets), and any
other direct and variable costs relating to or associated with the Fund or its operation. If a Fund and one or
more other Funds, or other Clients of Force or its affiliates manage, may be responsible for some or all of a
particular cost, Force or an affiliate may allocate the cost among all those entities, Clients, and Funds in its
discretion. Please refer to the Brokerage Practices section below for information with respect to brokerage
(e.g., how the Investment Manager selects brokers and determines the reasonableness of their
compensation).

To the extent that a Fund or Separately Managed Account is invested in an exchange-traded fund or mutual
fund, the Fund or Separately Managed Account will bear, along with other shareholders, its pro rata portion
of the exchange-traded fund’s or mutual fund’s management, trading, and administrative fees and
expenses.

If applicable, fees and expenses, including management fees and performance allocations, charged to each
separately managed account are negotiated on a case-by-case basis, and detailed in an investment
management agreement between the Investment Manager and a separately managed account client.
Separately managed account management fees are typically billed quarterly, in arrears, and will be prorated
for any period that is less than a full quarter. The management fee is based on the net asset value of the
separately managed account, as of the prior quarter-end. Separately managed account clients may select
whether to receive a bill for fees, or have such fees automatically deducted from the assets in the
Separately Managed Account‘s custodial account. Expenses of separately managed accounts typically
include brokerage commissions and other research and transaction costs, as described in the applicable
investment management agreement. Separately managed accounts may benefit from certain services paid
for by the Funds (e.g., see Fund expenses disclosure above), in which separately managed accounts do not
share in the expenses. Please refer to the Brokerage Practices section below for information with respect
to brokerage.

Performance Based Fees and Side-by-Side Management
As stated in the Fees and Compensation section above, Force generally charges, performance-based fees
based on the net capital appreciation of the Funds and, if applicable, separately managed accounts. The
fact that Force is compensated based on the amount of a Client’s profits may create an incentive for Force
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Types of Clients
As detailed in the Advisory Business section above, Force manages the Funds on a discretionary basis. The
Funds are private investment vehicles that are exempt from registration under the Investment Company Act
of 1940, as amended (the “1940 Act”), in reliance on Section 3(c)(7) or Section 3(c)(1) of the 1940 Act.

The minimum initial investment in a Fund is $2,000,000 and the minimum additional investment in a Fund
is $500,000. The minimum investment amounts may be waived in limited circumstances by the GP in its
discretion (in the case of the domestic fund) or by the Board of Directors (in the case of the offshore fund).
Investors are also required to meet certain eligibility and suitability standards as set forth in each Fund's
offering documents.

The minimum initial investment requirement for prospective separately managed accounts is $50 million.
However, minimums may be waived at the discretion of Force, and Force may accept or maintain accounts
below the stated minimum.

The Investment Manager reserves the right to decline any prospective separately managed account. The
Investment Manager also reserves the right to resign as investment adviser to any separately managed
account, in accordance with the terms in the investment management agreement relating to the separately
managed account, after initiation of the investment advisory relationship.

Methods of Analysis, Investment Strategies and Risk of Loss
The investment strategies, methods of analysis, and material risks applicable to each Fund are set forth in
detail in the Fund's offering documents. A brief summary of those investment strategies, methods of
analysis, and material risks is provided below.

Investment Strategies/Methods of Analysis

Before describing the approach that Force may typically take, it is important to note, more generally, that
Force has the flexibility to use most any investment strategy, long or short, in the global marketplace that it
believes will enhance the overall performance and, except as described in a Fund’s offering documents,
there are no restrictions on the securities or other financial instruments that may be used by a Fund. The

Funds are authorized to buy, sell and otherwise acquire, hold, dispose of, and deal in securities and other
financial instruments, on margin or otherwise, including but not limited to, listed and unlisted common
stocks, preferred stocks, stock warrants and rights, bonds, debentures, convertible securities, money market
obligations, ADRs, derivatives, foreign exchange contracts, private and public investment funds, futures
and forward contracts, swaps and options, and any other financial instrument that Force believes will
achieve the Fund’s investment objective. The Investment Manager may also employ leverage in equity
investments by the use of margin and other borrowings and through the use of derivatives.

Force currently manages a single strategy through the vehicles listed below:

    •   Force Capital II Ltd. & Force Capital II LLC (together, “Force Capital II”)

On the occasions in the past when Force Capital has been asked to manage separately managed accounts,
these strategies are often, but not necessarily, operated pari-passu to the Force Capital II strategy, holding
the same positions, both long and short.

Force Capital II is a catalyst-driven, value-oriented long/short strategy that generally invests in public
equity securities or exchange-traded equity options. The Force Capital II funds seek to achieve strong risk-
adjusted, absolute returns by investing in and trading the securities of companies in anticipation of
important events that the Investment Manager believes are being mispriced or misunderstood by the public
markets. The Funds generally focus on middle and large capitalization companies in the financial,
consumer, retail and industrial sectors and, on occasion, if the risk-reward opportunity is sufficiently
attractive, the Funds may invest in companies with smaller market capitalizations. Force Capital II will
generally hold exposure to a concentrated number of individual positions that it considers to be its “best
ideas”, which will generally result in total gross and net exposures for Force Capital II that will fluctuate to
reflect the opportunity set.

In order to identify appropriate opportunities for the Funds, Force typically utilizes a fundamental research-
intensive process that focuses on finding underlying value accompanied by a catalyst. The underlying
value aspect of the process is to identify long and short investment opportunities that exhibit significant
valuation discrepancies between current trading prices and intrinsic private business (or net asset) values.
Force views these situations as being mispriced or misunderstood by the public markets. Force also seeks
to determine whether it can identify clearly defined company-specific potential catalyst events that could
cause a move in the price of the security closer to Force’s view of the company’s intrinsic value.

Force’s Chief Investment Officer (the “CIO”) and analysts review large numbers of possible investments
looking for investments that meet Force’s criteria. The CIO will analyze and discuss these possible
investments to further refine and limit the firm’s focus. Typically, once a decision has been made that an
investment looks promising, an analyst may delve into the historical record of the potential investment and
look for sources of comparable data on both public and private companies. This process typically involves
reading and analyzing public filings, where available, as well as a significant body of secondary source
materials. Force may also speak with company executives and other industry experts to assist in its
analysis. The use of research information obtained through third parties, including published reports
generated by individuals or entities outside the Investment Manager is permitted. Sources of such
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