1060 Capital, LLC

Describe your advisory firm, including how long you have been in business. Identify your principal owner(s). Firm Description 1060 Capital, LLC (“1060 Capital” or the “Investment Manager”) is a Chicago based investment management firm with a focus on investing in U.S. consumer and industrial equities. Formed in 2012, 1060 Capital employs a long/short strategy with the primary objective of maximizing absolute returns and preserving capital through a disciplined, fundamental driven process. 1060 Capital, an Illinois limited liability corporation, serves as the Investment Manager for and provides discretionary investment advisory services to 1060 Capital Opportunity Fund, LP, an onshore master fund, and 1060 Capital Opportunity Fund, Ltd., an offshore feeder fund (together the “Fund”). All trading occurs at the master fund level and thus throughout this Brochure references to the Fund include both the master and feeder funds. The Fund offers two classes of its limited partnership interest (“Class A” and Class B”), which have different fee schedules and liquidity terms as described more fully below in Items 5 and 6. 1060 Capital also provides investment management services to separately managed accounts (the “Managed Accounts and together with the Fund, “Clients”). The Fund’s general partner, 1060 Capital Management, LLC (the “General Partner”), has overall responsibility for managing the business and affairs of the Fund in its capacity as General Partner of the Fund. The General Partner, however, has delegated day-to-day investment authority to the Investment Manager pursuant to an investment management agreement. The General Partner is deemed registered under the Investment Advisers Act of 1940 (“Advisers Act”) pursuant to 1060 Capital’s registration in accordance with SEC guidance. Principal Owners/Ownership Structure 1060 Capital is owned indirectly by Brian Gustavson. B. Describe the types of advisory services you offer. If you hold yourself out as specializing in a particular type of advisory service, such as financial planning, quantitative analysis, or market timing, explain the nature of that service in greater detail. If you provide investment advice only with respect to limited types of investments, explain the type of

investment advice you offer, and disclose that your advice is limited to those types of investments. 1060 provides discretionary investment management services to the Fund and Managed Accounts. Pursuant to its investment management agreement with the Funds and each Managed Account (the “IMA”), 1060 Capital is responsible for each Fund and Managed Accounts’ day-to-day management and has ultimate authority over all investment decisions, asset acquisitions and dispositions, distributions and investment management affairs generally. The Firm invests primarily in equities by taking both long and short positions in companies, with a focus on the U.S. consumer and industrial sectors. 1060 has full discretionary trading authority on behalf of the Fund and Managed Accounts. Trading activities on behalf of the Managed Accounts are generally made on a pari passu basis, except as otherwise agreed upon in the IMAs with each Managed Account. C. Explain whether (and, if so, how) you tailor your advisory services to the individual needs of clients. Explain whether clients may impose restrictions on investing in certain securities or types of securities. The advisory services provided by 1060 Capital to the Fund and Managed Accounts are tailored to the investment objectives, investment strategy, and investment restrictions, if any, as set forth in each vehicle’s governing documents. 1060 Capital provides investment advice directly to the Fund and not to investors in the Fund individually; investment advice for the Managed Accounts is provided directly to each Managed Account. 1060 Capital does not require, nor does it seek, approval from the Fund or Managed Account or the investors in the Fund or Managed Account with respect to its trading. Accordingly, 1060 Capital does not tailor its advisory services to the individual needs of investors in the Fund and Managed Accounts, provided, however, that in order to comply with certain legal and regulatory requirements, there may be instances when an investor may not participate in an investment (such as with respect to “new issues”) and appropriate measures will be taken by the respective Fund and/or Managed Account to comply with such laws and regulations. The Fund or 1060 Capital, however, may, from time to time, enter into side letters or similar agreements with certain investors that have the effect of establishing rights under, or altering or supplementing, a Fund’s governing documents. Such rights include notification and disclosure rights, certain fee arrangements, transfer rights, reporting obligations and certain withdrawal or redemption rights, among others. The Managed Accounts may also enter into similar agreements with 1060 Capital. Side letters are negotiated at the time of the relevant investor’s capital commitment, and once invested in a Fund, investors generally cannot impose additional investment guidelines or restrictions on such Fund.

D. If you participate in wrap fee programs by providing portfolio management services, (1) describe the differences, if any, between how you manage wrap fee accounts and how you manage other accounts, and (2) explain that you receive a portion of the wrap fee for your services. 1060 Capital does not participate in wrap fee programs. E. If you manage client assets, disclose the amount of client assets you manage on a discretionary basis and the amount of client assets you manage on a non-discretionary basis. Disclose the date “as of” which you calculated the amounts. As of December 31, 2018, 1060 Capital managed $327,115,004 regulatory assets under management, all of it on a discretionary basis.

Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose whether the fees are negotiable. In consideration for the investment management services provided to the Fund, the Fund deducts a quarterly management fee from the capital account of each investor in the Fund (the “Management Fee”) in an amount equal to a percentage of the net asset value of such account. The Management Fee for capital accounts relating to Class A interests is 2% annually; the Management Fee for capital accounts relating to Class B interests is 1.5% annually. The Management Fees are adjusted pro rata for any capital contributions or withdrawals during the relevant calendar quarter. Management Fees are payable without regard to the overall success or income earned by the Fund. 1060 Capital, in its sole discretion, may elect to reduce or waive the Management Fee with respect to any investor, including principals and employees of the Investment Manager or its affiliates (the “substitute management fee”). In such event, the amount of the Management Fee paid by the Fund to the Investment Manager will be adjusted accordingly. The principals or other employees of 1060 Capital may receive a portion of the Management Fees, Incentive Allocation (defined in Item 6 below), or other compensation received by 1060 Capital or the General Partner. Managed Account Clients pay management and/or performance fees to 1060 Capital as negotiated and reflected in the IMA for each Managed Account but generally are in an amount of up to 1.5%. Investors should refer to the governing documents of the Fund or Managed Account for a complete understanding of how 1060 Capital is compensated for its advisory services. The information contained herein is a summary only and is qualified in its entirety by such documents

B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select either method, disclose this fact. Explain how often you bill clients or deduct your fees. The Investment Manager deducts Management Fees from the capital account of each investor in the Fund on a quarterly basis in arrears. The Investment Manager does not deduct fees directly from Managed Accounts. Instead, the Accounts are either sent an invoice quarterly with the fees that are owed to the Investment Manager, or the Investment Manager is paid directly by the Account’s thirdparty administrator. C. Describe any other types of fees or expenses clients may pay in connection with your advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage. Subject to the limitations described below, the Fund bears such costs and expenses as reasonably necessary, appropriate, advisable or convenient to carry on its business and realize its objective, including without limitation: (i) organizational costs and expenses, and offering costs and expenses incurred in connection with the sale of interests issued on the date of the initial closing; (ii) the costs and expenses incurred in connection with the ongoing offer and sale of interests; (iii) Management Fees and substitute management fees; (iv) direct operating costs and expenses, including administrative, legal, accounting, auditing, record-keeping, compliance and consulting costs and expenses (including costs and expenses associated with obtaining systems and other information designed to facilitate Fund accounting or record-keeping, including related hardware and software); fees, costs and expenses of third-party service providers that provide such services (including fees, costs and expenses of attorneys retained by the General Partner or the Investment Manager to represent the General Partner or the Investment Manager in connection with the business and affairs of the Fund, to the extent such fees, costs and expenses relate to advice provided to the General Partner or the Investment Manager by such attorneys with respect to such business and affairs); insurance costs and expenses (including premiums for liability insurance covering the Fund and other persons); fees, costs and expenses paid to the advisory board; bank service fees; costs and expenses associated with preparing investor communications; and printing and mailing costs; (v) fees and taxes imposed by any federal, state, local or foreign government, governmental agency or regulatory body or self-regulatory organization, including licensing, filing, registration and exemption fees and withholding, transfer and franchise taxes; (vi) the Fund’s indemnification obligations under the limited partnership agreement, the IMA and other agreements to which the Fund may be a party; (vii) costs and expenses incurred in connection with the direct investment and reinvestment of the Fund’s assets, including brokerage commissions, dealer mark-ups, mark-downs and spreads, and related clearing and settlement charges; (viii) borrowing charges and other costs and expenses associated with short sales; (ix) the Fund’s indemnification obligations; and (x) any extraordinary costs and expenses, if any.

Expenses charged to the Managed Account Clients vary by account and as negotiated by each such Managed Account. Each of the General Partner and the Investment Manager is responsible for all salaries, bonuses and employee benefit expenses of their principals and employees who are involved in the management and conduct of the business and affairs of the Clients (as well as related overhead, including office space and equipment, utilities, telephone and telecopier costs and other similar items.) For a description of brokerage costs incurred, please see Item 12. In good faith and in its fair and reasonable discretion, 1060 Capital determines on a case by case basis whether an expense should be borne by the Investment Manager or by the Funds or Clients in accordance with the Governing Documents of each Client and with the Investment Manager’s internal policies and procedures. To the extent that the Governing Documents do not expressly provide for a method of allocation, 1060 Capital will typically allocate common expenses among multiple Clients pro rata based on gross assets under management as of the beginning of each month in which the expenses are paid. To the extent Client expenses are advanced by the General Partner and/or the Investment Manager on behalf of a Client, such expenses will be promptly reimbursed. Such expenses shall generally be allocated among the capital accounts of all investors as of the end of the calendar month in which such expenses are payable; provided, however, that the General Partner, in its sole and absolute discretion, may allocate expenses to each investor’s capital account over one or more months to accurately reflect the accrual of any such expenses. D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client may obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the billing period. Explain how you will determine the amount of the refund. Management Fees applicable to the Fund are paid quarterly in arrears as described in the IMA and/or the governing documents of the Fund. Any Class B investor choosing to withdraw their interest prior to the lock up period, as defined in the Fund offering document, will be subject to a 2% withdrawal fee. The Management Fees for Managed Accounts may be paid in arrears or in advance depending on the IMA between the Manager and the Managed Account. The Management Fees are adjusted pro rata for any capital contributions or withdrawals during the relevant calendar quarter. E. If you or any of your supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds, disclose this fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4. Not applicable (with respect to all of Item 5.E and its sub-parts).

Describe the methods of analysis and investment strategies you use in formulating investment advice or managing assets. Explain that investing in securities involves risk of loss that clients should be prepared to bear.

1060 Capital uses a fundamental, bottom-up investment process to identify unique opportunities with a defined time horizon and catalyst. The Investment Manager focuses on companies in the U.S. consumer and industrial sectors. 1060 Capital uses an array of tools to evaluate opportunities and trends, including, but not limited to: channel checks, fundamental modeling, internet trend analysis, sell side research and management interviews. 1060 Capital believes its research-based investment process allows it to identify catalysts which might cause other investors to reassess a company’s valuation. 1060 Capital believes risk management should be an overlay to the investment process, portfolio construction and on-going review of the portfolio. Throughout the investment selection process, the Investment Manager favors ideas that have multiple drivers, thereby increasing the odds that an investment idea is successful. As a catalyst’s time horizon approaches, 1060 Capital will increase or decrease exposure to the idea based upon market expectations and the potential risk/reward of the position. 1060 Capital manages portfolio risks through self-imposed ranges on position concentration, market exposure or directionality exposure and portfolio drawdowns. All investments in securities and other financial instruments involves substantial risk of volatility (potentially resulting in rapid declines in market prices and significant losses) arising from any number of factors that are beyond the control of the General Partner and the Investment Manager. The offering memorandum sets forth more detailed descriptions of the Clients’ investment strategies and methods of analysis. There can be no assurance that 1060 Capital will achieve the investment objectives and a loss of investment may be possible. B. For each significant investment strategy or method of analysis you use, explain the material risks involved. If the method of analysis or strategy involves significant or unusual risks, discuss these risks in detail. If your primary strategy involves frequent trading of securities, explain how frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. An investment in the Clients entails substantial risks, including, but not limited to, the possibility of a complete loss of the amount invested. Current and prospective 1060 Capital investors should carefully consider the following factors, among others, in determining whether an investment in a Client is suitable for them. Different or new risks not addressed below may arise in the future and, therefore, the following list is not intended to be exhaustive. There are many market-related and other factors, some of which cannot be anticipated, that could result in an investor losing a major portion or all of its investment in a Client or prevent a Client from generating profits. Any of these factors could make a Client unable to execute its investment strategy. No investor should invest in a Client unless the investor is fully able, financially and otherwise, to bear such a loss, and unless the investor has the background and experience to understand thoroughly the risks of its investment.

For a more detailed review of the strategies and risks of an investment in the Fund, please see the private placement memoranda. All investors should be aware of certain risk factors, which include, but are not limited to, the following: Use of Leverage. The Clients borrow cash to purchase financial instruments (e.g., traditional margin purchases). Additionally, the Clients purchase inherently leveraged instruments such as options, forward contracts, and swaps. The level of interest rates generally, and the rates at which the Investment Manager can borrow for the Clients, in particular, are likely to have a substantial effect on a Client’s performance to the extent it borrows. If the interest expense on borrowings – which ordinarily will fluctuate from time to time depending on market conditions – were to exceed the net return on the portfolio securities purchased with the borrowed funds, the use of leverage would result in a lower rate of return than if leverage were not used. Non-Diversification and Concentration Risk. The Clients may invest in a limited number of issuers, without regard to the percentage of a Client’s assets invested with any single issuer or within any single industry. The Investment Manager is under no obligation to rebalance a Client’s positions and a Client may become increasingly concentrated in its most successful positions. Further, the Investment Manager may determine to increase a Client’s exposure to successful positions. Non-diversification among issuers involves an increased risk of loss to the Clients if the market value of a security should decline. Substantial Fees and Expenses. The Clients are subject to fees, transaction costs and other costs and other expenses, including the Management Fee and Incentive Allocation, regardless of whether it realizes any profits. Accordingly, the Clients must earn trading profits to avoid depletion of its assets due to such costs and expenses. Incentive Allocations. The General Partner’s Incentive Allocations depend on continuing increases in the NAV of the capital accounts. This creates a potential incentive for the principals of the General Partner to cause the Investment Manager to trade a Client’s assets in a manner that is riskier or more speculative than would otherwise be the case. Although the high-water mark for a capital account will carry forward from year to year until exceeded, the General Partner will not be required to “repay” any Incentive Allocation allocated to it in the event such capital account subsequently experiences losses. The Incentive Allocations made to the General Partner will be determined on the basis of the value of the assets in the capital accounts, including value attributable to unrealized appreciation. Thus, Incentive Allocations may be made to the General Partner based on positions that were profitable at the time such allocations were made but unprofitable when eventually liquidated.

Lack of Liquidity. There is no market for interests, and none is expected to ever develop. Consequently, the investors may not be able to liquidate their investment in the event of an emergency or for any other reason. Further, interests may not be pledged as collateral. Cybersecurity: The Clients, the General Partner and the Investment Manager are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from cyber-attacks and hacking by other computer users, and to avoid the resulting damage and disruption of hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. The Clients may incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse reaction, the dissemination of confidential and proprietary information and reputational damage. While 1060 Capital has established business continuity plans and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not be identified. C. If you recommend primarily a particular type of security, explain the material risks involved. If the type of security involves significant or unusual risks, discuss these risks in detail. Long/Short Investing. Taking long and short positions in related securities presents unique investment risks. These risks include the risk that the Investment Manager may fail to notice a fundamental change in the relationship between the two securities or groups of securities and cause a Client to enter positions when the prices are not likely to move in tandem. This can happen when, for example, there is a fundamental change in one of the securities as a result of which the price level changes permanently. Long Positions. The success of the long positions established for the Clients by the Investment Manager depends in large part on the Investment Manager’s ability to accurately assess the fundamental value of those positions. An accurate assessment of fundamental value depends on a complex analysis of a number of financial and legal factors. No assurance can be given that a Client will be in a position to assess the nature and magnitude of all material factors having a bearing on the value of a Client’s long positions, or that the Investment Manager will accurately assess the impact of all factors of which it is aware. Short Selling. The Clients sell securities short, which involves the sale of borrowed securities. In order to sell a security short, a Client must borrow the security from a securities lender and deliver it to the buyer. The Client is then obligated to return the security to the lender at its request (although the Client remains free to return the security to the lender at any time prior to the lender’s request). The Client ordinarily fulfills its obligation to return a security previously sold short by acquiring it in the open market.

Equity Securities. The Clients invest without limitation in long and short positions in common stocks, preferred stocks and convertible securities of U.S. and foreign issuers. The Clients also invest their assets in depository receipts relating to foreign securities. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced. The Clients invests in equity securities without restriction as to market capitalization, such as those issued by smaller capitalization companies, including micro-cap companies. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than larger, more established companies because these securities typically are traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. The Clients may purchase securities in all available securities trading markets. Common Stocks. Common stocks are shares of a corporation or other entity that entitle the holder to a pro rata share of the profits, if any, of the entity without preference over any other shareholder or claim of shareholders, after making required payments to holders of the entity’s preferred stock and other senior securities. Common stock usually carries with it the right to vote and frequently an exclusive right to do so. Preferred Stocks. Preferred stock generally has a preference as to dividends, and upon the event of liquidation, a preference over an issuer’s common stock, but ranks junior to debt securities in an issuer’s capital structure. Preferred stock generally pays dividends in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Foreign Investments. The Clients invest in American Depositary Receipts (“ADRs”), which are U.S. dollar-denominated equity and debt securities of foreign issuers or directly in foreign securities. Interest or dividend payments on such securities may be subject to foreign withholding taxes. Investments in foreign securities involve considerations and risks not typically associated with investments in securities of domestic companies, including possible unfavorable changes in currency exchange rates, reduced and less reliable information about issuers and markets, different accounting standards, illiquidity of securities and markets, local economic or political instability and greater market risk in general. Warrants and Rights. The Clients may purchase warrants and rights. Warrants are derivative instruments that permit, but do not obligate, the holder to subscribe for other securities or commodities. Rights are similar to warrants, but normally have a shorter duration and are offered or distributed to shareholders of a company. Warrants and rights do not carry with them the right to

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Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts, investment companies, or pension plans. If you have any requirements for opening or maintaining an account, such as a minimum account size, disclose the requirements. 1060 Capital provides discretionary investment advice to its Clients, the Fund and Managed Accounts. The Firm limits its investors to persons who are “accredited investors” as defined in the Securities Act of 1933 and “qualified purchasers” or “knowledgeable employees”, each as defined in the Investment Company Act of 1940 (“Investment Company Act”). The Funds are not registered or required to be registered under the Investment Company Act; its securities are not registered or required to be registered under the Securities Act of 1933 and are privately placed to qualified investors in the United States and elsewhere. The minimum contribution amount for investment in the Fund is $250,000, but commitments less than the required amounts are also accepted at the sole discretion of the Fund’s General Partner. Investors in the Fund are both U.S. and international investors, which include, among others, high net worth individuals, other investment advisers, estate planning trusts, family limited partnerships, family limited liability companies, and corporations. In addition, principals, employees and other persons associated with 1060 Capital have made capital contributions to the Fund.

If you or any of your supervised persons accepts performance-based fees – that is, fees based on a share of capital gains on or capital appreciation of the assets of a client (such as a client that is a hedge fund or other pooled investment vehicle) – disclose this fact. If you or any of your supervised persons manage both accounts that are charged a performance-based fee and accounts that are charged another type of fee, such as an hourly or flat fee or an asset-based fee, disclose this fact. Explain the conflicts of interest that you or your supervised persons face by managing these accounts at the same time, including that you or your supervised persons have an incentive to favor accounts for which you or your supervised persons receive a performance-based fee, and describe generally how you address these conflicts. As of the end of each calendar year and as of any date on which an investor receives a withdrawal or distribution from a capital account (a “Calculation Date”), the Fund ordinarily will debit from each capital account, and credit to the capital account of the General Partner, a special allocation of profits (the “Incentive Allocation”) in an amount up to twenty percent (20%) of the net new profit in each capital account as of the Calculation Date. The Incentive Allocations are subject to a “high water mark.” This means that if there is a temporary decline in an investor’s capital account due to net losses, the General Partner will not be allocated the Incentive Allocation for such investor until these losses are recovered. 1060 Capital or the General Partner may agree to a different Incentive Allocation or may elect, in its sole and absolute discretion, to waive some or all of its Incentive Allocation with respect to certain investors in the Fund, including without limitation, investors that are employees or affiliates of 1060 Capital. Incentive Allocations for the Managed Accounts range in amounts of up to 20% of the new net profits in the capital account of each such Managed Account as of the Calculation Date, as calculated with each Managed Account and reflected in their IMA. Such Incentive Allocations for the Managed Accounts are generally calculated by the Investment Manager on an annual basis, but may be calculated more frequently depending upon the terms of an investment management agreement between the Investment Manager and a Managed Account. The Investment Manager invoices the Managed Account, who upon receipt, verifies and pays the calculated fee. Once a Fund’s fiscal year has ended, any performance-based compensation earned during that year is not subject to reversal. The Incentive Allocation to the General Partner will be based, in part, on unrealized investment gains of the Fund that may never be realized in the event of adverse changes in the value of such investments, and thus, the allocation may be greater than if it were solely based on realized gains. The Incentive Allocation received by 1060 Capital and the General Partner creates a conflict between 1060 Capital’s interest in earning a profit in the short term with the long-term

interests of the Clients. An incentive-based allocation arrangement can create an incentive for riskier or more speculative investments by 1060 Capital than might be the case in the absence of such performance-based allocation arrangement because these investments may allow 1060 Capital to collect larger incentive-based compensation. The Investment Manager believes such risks are sufficiently mitigated as: (i) any such risks would be equally applicable to the General Partner’s own capital account with respect to each Fund and (ii) any losses the Fund or Managed Account sustains will reduce such Client’s performance and thus the General Partner’s Incentive Allocation. In addition, because the Incentive Allocation is calculated separately with respect to each capital account, an investor could be subject to an Incentive Allocation even though such investor’s overall investment in the Fund or Managed Account has been unprofitable. Clients are provided with clear disclosure as to how performance-based compensation is charged and the risks associated with such performancebased compensation prior to making an investment.

If you or any of your management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer, disclose this fact. Neither 1060 Capital nor any of its management persons are registered or have an application pending to register as a broker-dealer or registered representative of the foregoing, and 1060 Capital does not anticipate such affiliations in the future. B. If you or any of your management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading adviser, or an associated person of the foregoing entities, disclose this fact. Neither 1060 Capital nor any of its management persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, commodity-trading adviser, or associated person of the foregoing. The Firm qualifies for an exemption from registration as a commodity pool operator with the CFTC pursuant to Regulation 4.13(a)(3), due to its de minimis amount of commodity interest trading. C. Describe any relationship or arrangement that is material to your advisory business or to your clients that you or any of your management persons have with any related person listed below. Identify the related person and if the relationship or arrangement creates a material conflict of interest with clients, describe the nature of the conflict and how you address it.

1. Broker-dealer, municipal securities dealer, or government securities dealer or broker 2. Investment company or other pooled investment vehicle (including a mutual fund, closed- end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) 3. Other investment adviser or financial planner 4. Futures commission merchant, commodity pool operator, or commodity trading adviser 5. Banking or thrift institution 6. Accountant or accounting firm 7. Lawyer or law firm 8. Insurance company or agency 9. Pension consultant 10. Real estate broker or dealer 11. Sponsor or syndicator of limited partnerships. 1060 Capital does not have arrangements with a related person who is a broker-dealer, municipal securities dealer, government securities dealer or broker, investment company, other investment adviser, financial planner, commodity pool operator, commodity trading adviser or futures commission merchant, banking or thrift institution, accountant or accounting firm, lawyer or law firm, insurance company or agency, pension consultant, real estate broker or dealer, or syndicator of limited partnerships that are material to its advisory business, the Clients or its investors. However, 1060 Capital has, and will continue to develop, relationships with professionals who provide services it does not provide, including legal, accounting, banking, tax preparation, insurance brokerage, and other personal services. Some of these professionals are investors in the Fund. As mentioned above in Item 4, the General Partner is deemed registered with the SEC pursuant to 1060 Capital’s registration and, together with the Investment Manager, operates as a single advisory business. From time to time, 1060 Capital receives training, information, promotional material, meals, gifts, entertainment or prize drawings from vendors and others with whom it does business or to whom it makes referrals. At no time will 1060 Capital accept any benefits, gifts, entertainment or other arrangements that are conditioned on directing individual Client transactions to a specific security, product or provider. Similarly, the personnel of the Investment Manager and/or its affiliates may speak at conferences and programs for potential investors interested in investing in hedge funds that are sponsored by the Fund’s prime broker(s). Through such capital introduction events, prospective investors have the opportunity to meet with 1060 Capital. Neither 1060 Capital nor the Fund compensates the prime broker(s) for organizing such events or for investments ultimately made by prospective investors attending such events.

D. If you recommend or select other investment advisers for your clients and you receive compensation directly or indirectly from those advisers that creates a material conflict of interest, or if you have other business relationships with those advisers that create a material conflict of interest, describe these practices and discuss the material conflicts of interest these practices create and how you address them. 1060 Capital does not recommend or select other investment advisers for its Clients.

Trading A. If you are an SEC-registered adviser, briefly describe your Code of Ethics adopted pursuant to SEC Rule 204A-1 or similar state rules. Explain that you will provide a copy of your Code of Ethics to any client or prospective client upon request. Code of Ethics Pursuant to Rule 204A-1 of the Advisers Act, 1060 Capital has adopted a written code of ethics (“Code of Ethics” or the “Code”) that sets forth standards of conduct expected of supervised persons and addresses conflicts that can arise from personal trading. The Code of Ethics requires all supervised persons to place Client interests ahead of the Firm’s interests, to avoid taking advantage of his or her position and to maintain full compliance with the federal securities laws. 1060 Capital’s Code of Ethics is based on principles of openness, honesty, integrity, and trust. Upon hire and at least once a year, each 1060 Capital supervised person is required to acknowledge this Code and agree to be bound by it. 1060 Capital’s Code of Ethics covers standards of business conduct, confidentiality of client information, personal trading requirements, insider trading, conflicts of interest, reporting of personal securities transactions, restrictions on accepting and giving of significant gifts, and reporting of certain gifts and business entertainment items, among other things. The Code of Ethics also includes a prohibition on insider trading and outlines strict policies that dictate how any such information is treated. Supervised persons of 1060 Capital who violate the Code of Ethics will be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, suspension, or dismissal. Supervised persons are also required to promptly report to the Chief Compliance Officer any violations of the Code of Ethics of which they become aware. 1060 Capital will provide a copy of its Code of Ethics to any existing or prospective investor upon request to its Chief Compliance Officer, Andrew Haley, at (312) 361-3360.

B. If you or a related person recommends to clients, or buys or sells for client accounts, securities in which you or a related person has a material financial interest, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. Participation or Interest in Client Transactions 1060 Capital and certain employees and affiliates of 1060 Capital invest in and alongside the Fund, either through the General Partner, as direct investors in the Fund, or otherwise. The Fund or the General Partner, as applicable, generally exempt such persons from all or a portion of the Management Fee or Incentive Allocation. For further details regarding these arrangements, as well as conflicts of interest presented by such arrangements, please see Items 5 and 6 above. 1060 Capital generally will not affect any principal or agency cross transactions for Client accounts without first obtaining the relevant approval. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account, knowingly buys from or sells a security to an advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. An adviser is not “acting as a broker” if the adviser receives no compensation (other than the advisory fee earned in the ordinary course of managing the assets) for effecting the transaction and therefore is not considered to be conducting an agency cross transaction under Section 206(3) of the Advisers Act. Although it does not expect to, from time to time, the Investment Manager and its affiliates may complete securities trades (including outright purchases and sales) between Clients of 1060 Capital or its affiliates. In the event this occurs, any agency cross transactions conducted between the Fund and 1060 Capital’s other Clients or affiliates will be made at the then market rate for similar transactions between unrelated parties and only where an independent pricing mechanism (such as the last sales price on the exchange where the security is principally traded) is available. Transactions between the Fund and other Clients of the Investment Manager or its affiliates are completed for no consideration other than cash payment against prompt delivery of the relevant security or other instrument, and are completed at current market prices. Conflicts of Interest In addition to the conflict of interest arising from trading by 1060 Capital or its principals or employees for their own accounts, as discussed immediately above, and conflicts relating to 1060 Capital’s receipt of performance-based compensation, which are discussed in Item 6 above, Clients are subject to additional conflicts of interest. The offering documents for the Fund detail a complete description of

what 1060 Capital believes to be the most significant conflicts of interest associated with an investment in the Fund. Investors should carefully consider the conflicts of interest described herein prior to investing in a Fund. The Investment Manager, who is responsible for the investment decisions made on behalf of the Fund and Managed Accounts, may in the future be responsible directly or indirectly for investment decisions made on behalf of other investment vehicles and other Managed Accounts. The Investment Manager may take action with respect to the Funds that differ from that taken with respect to other pooled investment vehicles and Managed Accounts. To the extent a particular investment is suitable for both the Fund and another Client, such investment will be allocated between the applicable Funds and such other Client pro rata based on assets under management, or in some other manner which the Investment Manager determines is fair and equitable under the circumstances to all Clients in accordance with each Client’s governing documents. The fact that the General Partner and 1060 Capital’s principals and employees have financial ownership interests in the Fund creates a potential conflict in that it could cause 1060 Capital to make different investment decisions than if such parties did not have such financial ownership interests. 1060 Capital may have an incentive to favor accounts in which such persons have an interest with respect to trading opportunities, trade allocation and allocation of investment opportunities. Any such risks, however, would be equally applicable to the General Partner’s own capital account with respect to the Fund. As with many other private funds, as part of 1060 Capital’s business, the Investment Manager and its employees have developed relationships with third parties which have the potential to raise conflicts of interest. Such third parties include broker-dealers, sell-side analysts, buy-side analysts, lenders, consultants, expert network professionals, professional advisers (such as attorneys and accountants) and former employees and members of 1060 Capital. Certain of these third parties will, on occasion: (i) introduce investment opportunities to 1060 Capital; (ii) arrange for, or facilitate the financing of, current and potential portfolio securities; (iii) provide industry information or security-specific information; or (iv) provide consulting, legal or advisory services to 1060 Capital or the Clients. Such third parties also provide goods or services to or have business, personal, political, financial or other relationships with the Investment Manager. In addition, such third parties are sometimes investors in one or more Clients or provide other significant business or investment services to 1060 Capital or the Clients. These relationships have the potential to influence 1060 Capital in deciding whether to select or recommend any such third party to perform services for the Funds. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Clients. Each Fund and Managed Accounts’ investors include persons or entities that reside in various jurisdictions, including the United States and other countries, who may have conflicting investment, tax and other interests with respect to their investments. Trading decisions made by the Firm can result in different after-tax returns being realized by different investors. As a consequence, conflicts

of interest can arise in connection with decisions made by 1060 Capital that may be more beneficial for one investor than another investor, especially with respect to investors’ individual tax situations. 1060 Capital considers the investment and tax objectives of each Fund as a whole, and not the individual investment, tax or other objectives of any particular investor. C. If you or a related person invests in the same securities (or related securities, e.g., warrants, options or futures) that you or a related person recommends to clients, describe your practice and discuss the conflicts of interest this presents and generally how you address the conflicts that arise in connection with personal trading. Personal Trading 1060 Capital has adopted rules intended to detect and prevent conflicts of interest that arise when 1060 Capital’s supervised persons own, buy, or sell securities. In particular, the General Partner, 1060 Capital, and their supervised persons may not knowingly trade for the accounts of Clients in a manner that is detrimental to a Client, and they may not seek profit from their knowledge that a Client intends to engage in particular transactions. In general, personal trading of listed securities by supervised persons is prohibited unless a legacy position is being liquidated. All supervised persons must seek preapproval from the Chief Compliance Officer before any purchase or sale can occur in listed securities, restricted list securities, initial public offerings and certain limited offerings. 1060 Capital supervised persons are permitted to make personal securities transactions with no prior approval from the Chief Compliance Officer for U.S. Government issued securities and mutual funds, and they may buy and sell ETFs for their own accounts provided they abide by the limitations imposed in the Code of Ethics. 1060 Capital’s Code of Ethics prohibits its supervised persons from trading for Clients or for themselves, or recommending trading, in securities of a company while in possession of material nonpublic information (“Inside Information”), and from disclosing such information to any person not entitled to receive it, in either case in contravention of applicable securities laws. 1060 Capital has adopted policies and procedures reasonably designed to control and monitor the flow of Inside Information to and within 1060 Capital as well as prevent trading based on Inside Information. All supervised persons are required to submit an annual holdings report and have duplicates of their brokerage account statements or quarterly transaction reports sent directly to the Chief Compliance Officer for review to confirm that all supervised persons are abiding by 1060 Capital’s personal trading requirements. 1060 Capital supervised persons carry on investment activities for their own account and for family members, friends or others who do not invest in the Fund, and may give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, the Clients even though their investment objectives may be the same or similar.

D. If you or a related person recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that you or a related person buys or sells the same securities for your own (or the related person’s own) account, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. 1060 Capital’s Code of Ethics requires pre-approval for listed securities transactions by its supervised persons, thus a supervised person wishing to purchase or sell a security for his or her own account at or about the same time that the Firm was also buying or selling the same securities for Fund accounts would be required seek pre-approval from the Chief Compliance Officer for such transaction.

Describe the factors that you consider in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). 1. Research and Other Soft Dollar Benefits. If you receive research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions (“soft dollar benefits”), disclose your practices and discuss the conflicts of interest they create. Transactions for the Fund and Managed Accounts are allocated to broker-dealers on the basis of best execution available in light of the overall quality of brokerage, prime brokerage, financing and other services provided. 1060 Capital is authorized to determine the broker or dealer to be used for each securities transaction for its Funds and Managed Accounts. In selecting brokers or dealers to execute transactions, 1060 Capital will consider the following factors, among others: the Investment Manager’s experience in evaluating the broker-dealer’s reliability and capability based on previous and pending transactions effected by the broker-dealer for 1060 Capital; a broker’s execution capabilities with respect to the relevant type of order and access to the markets for the securities being traded; the strength of the broker-dealer’s research and analytic services as well as clearing and settlement capabilities; the commissions charged; the broker’s reputation and responsiveness to requests for trade data and other financial information; the amount of business with each broker-dealer and the justification for directing trades to those broker-dealers; the gross compensation paid to each broker-dealer and the transaction costs incurred; the broker-dealer’s familiarity both with the investment practices generally and the techniques employed by 1060 Capital; statistics or other information by independent consultants on the relative quality of executions/financial services of each broker-dealer; the financial strength and stability of each brokerdealer; the broker-dealer’s ability to respond promptly to inquiries during volatile markets; the value

of privacy considerations, liquidity, price improvement and lower commission rates on electronic communications; and the broker-dealer’s expertise in the particular markets and its general reputation and ability to execute an order in an appropriate time frame. 1060 Capital need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Although 1060 Capital will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable, and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services create a potential conflict of interest between the Investment Manager and its Clients. Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. The Investment Manager limits the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e). Research and brokerage services within Section 28(e) include, but are not limited to: research reports (including market research); Bloomberg, certain financial newsletters and trade journals; software providing analysis of securities portfolios; analyses concerning specific securities, companies or sectors; and data services (including services providing market data, company financial data and economic data); services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer); and trading software operated by a broker-dealer to route orders. Research and brokerage services obtained by the use of commissions arising from the Fund or Managed Accounts’ portfolio transactions may be used by 1060 Capital in its other investment activities and thus, the Fund or Managed Accounts may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided.

2. Brokerage for Client Referrals. If you consider, in selecting or recommending brokerdealers, whether you or a related person receives client referrals from a broker-dealer or third party, disclose this practice and discuss the conflicts of interest it creates. As mentioned above, in selecting brokers and negotiating commission rates, the Investment Manager will take into account, among other things, the financial stability and reputation of brokerage firms as well as the research, brokerage, or other services provided by such brokers. 1060 Capital may place transactions with a broker or dealer that: (i) provides it (or an affiliate) with the opportunity to participate in capital introduction events sponsored by the broker-dealer; or (ii) refers investors to the Fund and/or Managed Accounts or other product advised by 1060 Capital (or an affiliate), if otherwise

consistent with seeking best execution, provided the Investment Manager is not selecting the brokerdealer solely in recognition of the opportunity to participate in such capital introduction events or the referral of investors. The selection of a broker (including the prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker of the following: capital introduction; marketing assistance; consulting with respect to technology, operations, and equipment; commitment of capital; access to company management; and access to deal flow. Neither the General Partner nor any of its Fund and/or Managed Accounts separately compensates any broker for any of these other services. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual brokerage business received by any broker may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all the considerations described above. A broker is not excluded from receiving business because it has not been identified as providing research services. The Fund and Managed Accounts’ securities transactions generate brokerage commissions and other compensation, all of which the Fund and/or Managed Accounts, not the Investment Manager, will be obligated to pay. The Investment Manager has complete discretion in deciding what brokers and dealers the Fund and/or Managed Accounts will use and in negotiating the rates of compensation the Fund and/or Managed Accounts will pay. As mentioned in Item 10, above, from time to time, the personnel of the Investment Manager speak at conferences and programs for potential investors interested in investing in hedge funds, which are sponsored by the Fund’s prime broker and others. Through such capital introduction events, prospective investors have the opportunity to meet with 1060 Capital. Neither 1060 Capital nor the Fund compensates these brokers for organizing such events or for investments ultimately made by prospective investors attending such events. Such events and other services (including, without limitation, capital introduction and business consulting services and technology) provided by a broker(s) to the Fund and/or the Investment Manager may be a factor in deciding whether to use such broker in connection with brokerage, financing and other activities of the Fund. 1060 Capital recognizes that it may have an incentive to favor broker-dealers that provide capital introduction services to 1060 Capital or refer investors. 1060 Capital receives asset-based fees and accordingly would receive a financial benefit from the increase in assets under management that result from capital introduction services and investor referrals. Similarly, 1060 Capital receives a performance-based fee and accordingly could receive a larger performance-based fee in any given profit period as a result of an increase in assets under management that results from capital introduction services and investor referrals. The potential for higher fees presents a potential conflict in that 1060 Capital has an incentive to favor broker-dealers that provide services that have a direct impact on fees even if those broker-dealers rate unfavorably in other categories.

3. Directed Brokerage. 1060 Capital does not have any directed brokerage arrangements on behalf of the Fund. However, Managed Account Clients are permitted to select their own broker-dealer and/or custodian. B. Discuss whether and under what conditions you aggregate the purchase or sale of securities for various client accounts. If you do not aggregate orders when you have the opportunity to do so, explain your practice and describe the costs to clients of not aggregating. 1060 Capital aggregates the purchase or sale of securities for Client accounts when to do so is in the Client’s best interest. In such circumstance, the Firm will generally allocate on a pro rata basis among Clients, unless investment restrictions or investment guidelines otherwise require.

If someone who is not a client provides an economic benefit to you for providing investment advice or other advisory services to your clients, generally describe the arrangement, explain the conflicts of interest, and describe how you address the conflicts of interest. For purposes of this Item, economic benefits include any sales awards or other prizes. 1060 Capital does not receive any monetary compensation or any other economic benefit from a nonclient for 1060 Capital’s provision of investment advisory services to a Client. B. If you or a related person directly or indirectly compensates any person who is not your supervised person for client referrals, describe the arrangement and the compensation. 1060 Capital does not directly or indirectly compensate any person who is not a supervised person for Client referrals and does not use third party marketers in its fundraising efforts. As mentioned above in Items 10 and 12, from time to time, the personnel of the Investment Manager and/or its affiliates speak at conferences and programs for potential investors interested in investing in hedge funds which are sponsored by the Funds’ prime brokers or other broker-dealers. Through such capital introduction events, prospective investors have the opportunity to meet with 1060 Capital. Neither 1060 Capital nor the Clients compensate the prime brokers or broker-dealers for organizing such events or for investments ultimately made by prospective investors attending such events.

If there are legal or disciplinary events that are material to a client’s or prospective client’s evaluation of your advisory business or the integrity of your management, disclose all material facts regarding those events. Like other registered investment advisers, 1060 Capital is required to disclose all material facts regarding any legal or disciplinary events that would materially impact an investor’s evaluation of 1060 Capital or the integrity of 1060 Capital’s management. No events have occurred at 1060 Capital that are applicable to this Item 9.

Indicate whether you periodically review client accounts or financial plans. If you do, describe the frequency and nature of the review, and the titles of the supervised persons who conduct the review. The principals of 1060 Capital regularly review the portfolios of the Fund and Managed Accounts to determine if they are consistent with applicable investment objectives and restrictions, as detailed in the relevant vehicle’s governing documents. 1060 Capital also considers whether the portfolio should change investments based on various factors, including but not limited to, changes in company fundamentals, advisers, key industry personnel, analysts, news and press releases, general market conditions and assessments of the financial consequences of world events derived from general information, or such other material as is appropriate under the particular circumstances. Andrew Haley, the Chief Compliance Officer, reviews records of trades placed for the Fund and Managed Accounts on a regular basis. The Fund’s accounts are also reviewed on a regular basis by ALPS Alternative Investment Services, 1060 Capital’s third-party administrator, to price the portfolio based on independent third-party pricing sources or methodologies approved by 1060 Capital. B. If you review client accounts on other than a periodic basis, describe the factors that trigger a review. Client reviews on an other-than-periodic basis would occur in the event of performance anomalies and market volatility.

C. Describe the content and indicate the frequency of regular reports you provide to Clients regarding their accounts. State whether these reports are written. 1060 Capital distributes monthly and annual written reports to Fund investors. Monthly reports contain summary information regarding performance and exposures, including the estimated NAV as compared to the previous calendar month. Annual reports are delivered within 120 days of year-end and include a summary of investments and performance, as well as an annual audited financial statement and audited balance sheet. All reports are sent to investors in writing and are delivered electronically. The Fund may make interim reports available solely in electronic form on the website of the third-party administrator, ALPS Alternative Investment Services. 1060 Capital has contact with investors (personal visits, telephone calls, and e-mails) throughout the year as conditions warrant. Upon request, certain investors receive additional information and reporting that other investors do not receive 1060 Capital distributes written reports to Managed Account Clients as negotiated and reflected in the IMA for each Managed Account Client.

If you have custody of client funds or securities and a qualified custodian sends quarterly, or more frequent, account statements directly to your clients, explain that clients will receive account statements from the broker-dealer, bank or other qualified custodian and that clients should carefully review those statements. If your clients also receive account statements from you, your explanation must include a statement urging clients to compare the account statements they receive from the qualified custodian with those they receive from you. The Fund General Partner is deemed to have custody over its Funds’ assets by virtue of its affiliation with the Fund and its ability to deduct fees. The Firm has elected to comply with Advisers Act Rule 206(4)-6 (the “Custody Rule”) by undergoing an annual GAAP financial statement audit of its Fund by a Public Company Accounting Oversight Board registered and inspected auditing firm, copies of which are delivered to underlying fund investors within 120 days of year-end, thus satisfying the Custody Rule’s requirements. Investors in the Funds should carefully review such financial statements. 1060 Capital does not accept physical possession of Fund assets or securities; capital contributions are directly sent or wired into the Fund’s custodial accounts. 1060 Capital receives monthly statements from its qualified custodian and prime brokers on behalf of the Fund. For more information about 1060 Capital’s qualified custodians, please see the Firm’s Form ADV Part 1, Schedule D, Section 7.B.(1). 1060 Capital does not have custody over its Managed Account Clients’ assets.

If you accept discretionary authority to manage securities accounts on behalf of clients, disclose this fact and describe any limitations clients may (or customarily do) place on this authority. Describe the procedures you follow before you assume this authority (e.g., execution of a power of attorney). Investment advice is provided directly to the Fund, subject to the discretion and control of the General Partner, and not to investors in the Fund individually. 1060 Capital and its General Partner have discretionary authority based on the governing documents of the Fund to buy and sell securities or other investments and to determine the amount of such investments to be bought and sold. The terms upon which 1060 Capital serves as an investment manager of the Fund are established at the time the Fund is established. A Fund investor can seek to impose limitations on 1060 Capital’s authority through a side letter agreement and the General Partner can choose to accept reasonable limitations or restrictions at its discretion. All limitations and restrictions placed upon an investor’s investment must be presented to 1060 Capital in writing and agreed to by the General Partner and such investor. Other investors are not provided with consent rights regarding such side letter

agreements. 1060 Capital’s authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made. To become a limited partner in the Fund, an investor must execute a subscription agreement with the Fund. Such subscription agreements, and other governing documents of the applicable Fund, contain a power of attorney that generally grants the General Partner, an affiliate of 1060 Capital, certain powers related to the orderly administration of the affairs of the Fund. Once executed, with limited exceptions, such as certain conflicts of interest as discussed elsewhere in this Brochure,1060 Capital is not required to contact an investor prior to transacting business in a Fund. Investment advice for the Managed Accounts is agreed upon with each Managed Account Client and memorialized in each Managed Account Client’s IMA. Similarly, each Managed Account owner executes agreements with the Investment Manager providing authority to trade on behalf of the Managed Account.

If you have, or will accept, authority to vote client securities, briefly describe your voting policies and procedures, including those adopted pursuant to SEC Rule 206(4)-6. Describe whether (and, if so, how) your clients can direct your vote in a particular solicitation. Describe how you address conflicts of interest between you and your clients with respect to voting their securities. Describe how clients may obtain information from you about how you voted their securities. Explain to clients that they may obtain a copy of your proxy voting policies and procedures upon request. By virtue of the IMAs, 1060 Capital has the authority to vote proxy statements on behalf of its Funds in any proxy solicitations that may occur with respect to the issuers of securities held by the Fund. The Firm does not vote proxies on behalf of its Managed Account Clients. 1060 Capital has adopted a proxy voting policy pursuant to Advisers Act Rule 206(4)-6 to describe how it votes its Funds’ proxies. 1060 Capital votes proxies consistent with the best interests of its investors and in accordance with the Fund’s stated objectives, primarily maximizing portfolio values. In general, investors cannot request that 1060 Capital vote in a particular way on any specific proposal. 1060 Capital generally will not vote proxies for any securities 1060 Capital no longer owns unless 1060 Capital possesses a strong opinion regarding such matter. In the event the Firm does decide to vote a proxy, it will generally vote in a manner intended to promote the Fund’s investment objectives and to maximize investment returns, while following the investment restrictions and policies of the Fund, generally as set forth in the Fund’s governing documents. In the event 1060 determines there is a conflict of interest in voting a proxy, the Firm will resolve the conflict in one of several possible ways, such as by engaging a third party to recommend a vote with respect to the proxy or seeking the advice

of an independent third party. The Chief Compliance Officer will retain all proxy voting records in accordance with Advisers Act Rule 206(4)-6. Investors can obtain a copy of 1060 Capital’s complete proxy voting policy upon request, free of charge, from 1060 Capital’s Chief Compliance Officer, Andrew Haley, at (312) 361-3360. Investors can also obtain information from 1060 Capital’s, free of charge, about how 1060 Capital voted any previous proxies. B. If you do not have authority to vote client securities, disclose this fact. Explain whether clients will receive their proxies or other solicitations directly from their custodian or a transfer agent or from you, and discuss whether (and, if so, how) clients can contact you with questions about a particular solicitation. Not applicable.

If you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, include a balance sheet for your most recent fiscal year. 1060 Capital does not require or solicit prepayment of more than $1,200 in fees per Client six months or more in advance. B. If you have discretionary authority or custody of client funds or securities, or you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, disclose any financial condition that is reasonably likely to impair your ability to meet contractual commitments to clients. 1060 Capital has no financial condition that impairs its ability to meet contractual and fiduciary commitments to investors. C. If you have been the subject of a bankruptcy petition at any time during the past ten years, disclose this fact, the date the petition was first brought, and the current status. 1060 Capital has not been the subject of a bankruptcy petition.