1128 Capital LLC

Item 5: Fees and Compensation

C. Expenses Charged to Clients
1128 Capital’s clients may pay, in addition to Base Fees and Incentive Fees, such other expenses
as are agreed between 1128 Capital and the client in the Investment Management Agreement.
Such expenses may include, without limitation, fees, costs, and expenses relating to the
acquisition and disposition of assets, investment-related expenses, indebtedness expenses,
taxes, fees and other governmental charges, auditing and tax preparation expenses, custodial
expenses, professional fees, data service fees, fees and expenses of accountants and counsel,
litigation and indemnity costs, legal expenses and real estate brokerage fees, inspection fees
and real estate insurance expenses, and other extraordinary expenses.
Although 1128 Capital does not generally use the services of broker-dealers for the purpose of
executing investments on behalf of its clients, in the event that it chooses to use a broker-dealer
for limited purposes relating to an investment on behalf of a client, such client will incur
brokerage and other transactional costs.
Supervised persons of 1128 Capital may receive consulting and/or similar one-time fees from
third parties. Conflicts of interest may arise relating to client investments in third parties who
have paid such consulting fees.

D. External Compensation for the Sale of Securities to Clients
1128 Capital advisory professionals are compensated primarily through a salary and bonus
structure. 1128 Capital is not paid any sales, service or administrative fees for the sale of mutual
funds or any other investment products with respect to managed advisory assets.
Although 1128 Capital is not paid any sales, service, or administrative fees for the sale of mutual
funds or any other investment products, the firm or its affiliates may be paid management fees
and performance-based fees. Such performance-based fees create an economic incentive for
the investment manager to take additional risks and allocate more time and resources in the
management of a client portfolio that may be in conflict with the client’s current investment
objectives and tolerance for risk. Please refer to Item 6 for more information on performance-
based fees.

                           Part 2A of Form ADV: 1128 Capital, LLC Brochure

Item 7: Types of Clients
1128 Capital, on its own and as sub-advisor, provides investment services for institutional third-
party clients. 1128 Capital’s client base is expected to include insurance companies and other
institutional clients in the near future.

                          Part 2A of Form ADV: 1128 Capital, LLC Brochure