1N Capital LLC

Item 5. Fees and Compensation
      1N Capital offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under
      management.

      Investment Management Fees

      1N Capital offers investment management services for an annual fee based on the amount of assets under
      the Firm’s management. This management fee varies between 50 and 125 basis points (0.50% – 1.25%),
      depending upon the size and composition of a client’s portfolio, the type and amount of services rendered
      and the individual(s) providing the services. The specific fee can be presented as a fee schedule base on
      assets under management with the Firm as agreed to in each client’s Advisory Agreement.

      The annual fee is prorated and charged quarterly, in advance, based upon the market value of the average
      daily account balance for the previous quarter as determined by a party independent from the Firm
      (including the client’s custodian or another third-party). If a valuation for private securities is not available
      through the custodian, the Firm will typically rely on the valuation provided by the issuer. Because
      valuations may only be provided periodically (including monthly, quarterly or even annually), the Firm can
      be billing on a valuation that would be different if updated. That valuation can be higher or lower depending
      on the increase or decrease in value of the private investment.

      If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee
      payable with respect to such assets is not adjusted to reflect the interim change in portfolio value. For the
      initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory agreement
      is terminated, the fee for the final billing period is prorated through the effective date of the termination and
      the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate.

      Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
      held-away assets, accommodation accounts, alternative investments, etc.), 1N Capital can negotiate a fee
      rate that differs from the range set forth above. Clients are advised that a conflict of interest exists for the
      Firm to recommend that clients engage 1N Capital for additional services for compensation, including
      rolling over retirement accounts or moving other assets to the Firm’s management. Clients retain absolute
      discretion over all decisions regarding engaging the Firm and are under no obligation to act upon any of the
      recommendations. The Firm includes cash in a client’s account in determining the valuation for billing

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 Disclosure Brochure                                                                          1N Capital, LLC

      purposes. The Firm may, in its sole discretion, not include cash in determining the fee, especially where a
      client has a high percentage of cash for reasons other than the Firm's investment management decision.

      Investment Consulting Fees

      1N Capital charges a fixed fee for providing investment consulting services. These fees are negotiable, but
      range from $5,000 to $20,000, depending upon the scope and complexity of the services and the
      professional rendering the investment consulting services. The fee can be for a defined project, such as the
      delivery of an asset allocation, or for ongoing services. If the client engages the Firm for additional
      investment advisory services, 1N Capital can offset all or a portion of its fees for those services based upon
      the amount paid for the investment consulting services.

      The terms and conditions of the investment consulting engagement are set forth in the Advisory Agreement.
      For project-based services 1N Capital requires one-half of the fee payable upon execution of the Advisory
      Agreement. The outstanding balance is due upon completion of the agreed upon services. Ongoing services
      are charged as described in the investment management section, below. The Firm does not, however, take
      receipt of $1,200 or more in prepaid fees, six or more months in advance of services rendered.

      Fee Discretion

      1N Capital may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as
      anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
      managed, related accounts, account composition, pre-existing/legacy client relationship, account retention,
      pro bono activities, or competitive purposes.

      Additional Fees and Expenses

      In addition to the advisory fees paid to 1N Capital, clients also incur certain charges imposed by other third
      parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
      (collectively “Financial Institutions”). These additional charges include securities brokerage commissions,
      transaction fees, custodial fees, fees attributable to alternative assets, fees charged by the Independent
      Managers, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF in a client’s
      account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses),
      deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other
      fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are
      described at length in Item 12, below.
...

Item 7. Types of Clients
      1N Capital offers services to individuals, trusts, estates, charitable organizations, corporations and other
      business entities.

      Minimum Account Fee

      As a condition for starting and maintaining an investment management relationship, 1N Capital imposes a
      minimum annual fee of $10,000. This minimum fee will cause clients with smaller portfolios to incur an
      effective fee rate that is higher than the Firm’s stated fee. 1N Capital may, in its sole discretion, elect to
      charge a lesser minimum fee based upon certain criteria, including anticipated future earning capacity,
      anticipated future additional assets, dollar amount of assets to be managed, related accounts, account
      composition, pre-existing client, account retention, and pro bono activities.