NX1 Capital LP

Item 5.     Fees and Compensation

Management Fees and Performance-Based Compensation

NX1 receives compensation from the Funds based on a percentage of assets under management
(“Management Fee”) and based on the performance of the Funds (“Incentive Allocation”). Investors are
also subject to certain other fees or expenses in connection with their investment in the Funds. For a
complete description of specific compensation arrangements, Investors should carefully review the
Funds’ Governing Documents.

The Funds pay a Management Fee to the Adviser quarterly in advance. The Management Fee will be
pro-rated for partial periods. The Feeder Funds offer different classes of interests, and the Management
Fee varies based on the class of interest selected. The specific rates, calculation methodology and other
terms of the Management Fee will be detailed in the Feeder Funds’ Governing Documents. In the sole
discretion of the Adviser, the Management Fee may be waived, reduced or calculated differently with
respect to any Investor.

NX1 Capital Fund GP LLC (the “General Partner”), an entity that is affiliated with the Adviser, will serve
as the general partner to the Funds. The General Partner will be entitled to receive an Incentive
Allocation from the Funds. The Incentive Allocation will be based on net capital appreciation of the
assets of the Funds subject to a “high water mark.” The Feeder Funds offer different classes of interests,
and the Incentive Allocation varies based on the class of interest selected. The specific rates, calculation
methodology and other terms of the Incentive Allocation will be detailed in the Governing Documents.
In the sole discretion of the General Partner, the Incentive Allocation may be waived, reduced or
calculated differently with respect to any Investor.

The Adviser and the General Partner debit the Management Fee and Incentive Allocation directly from
the Funds; Investors are not invoiced separately for fees.

Fees and incentive compensation applicable to other Clients, including any Co-Investment Funds, will
be established pursuant to the Client’s Governing Documents.

NX1 Capital LP                                                                            Form ADV Part 2A

Expenses

In addition to any Management Fee and/or Incentive Allocation applicable to a particular Client, a Client
will bear other expenses. These expenses vary by Client, but typically include, among other things:

   i.   expenses related to the research, evaluation, sourcing, due diligence, financing, monitoring,
        acquisition and disposition of actual and prospective investments, whether or not such
        investments are consummated (including, without limitation, warehoused investments),
        including, the following: travel expenses in connection with investments and potential
        investments (including travel, transportation, lodging and meal expenses); third-party
        investment sourcing fees (including finder's fees and performance-based fees); fees and
        expenses related to obtaining research, third-party research, market data, statistical data, and
        estimated and/or real-time pricing (including, without limitation, from investment consultants,
        advisors, research providers and news outlets), any information technology hardware, software
        or other similar technology incorporated into the cost of obtaining such research and market
        data and provided by third-party service providers, and including fees and expenses related to
        obtaining, processing, visualizing and analyzing research or market data that may be considered
        "alternative data", including fees and expenses related to performing due diligence on current
        or potential providers of any of such research or market data services; expenses relating to
        using, developing and maintaining artificial intelligence tools and systems related to the
        research, evaluation, due diligence, monitoring, acquisition and disposition of actual and
        prospective investments, including machine learning technology and privately or publicly-
        trained generative artificial intelligence (collectively, "AI Technologies") (including, but not
        limited to, costs of diligencing, engaging, monitoring, and utilizing professional service
        providers, subscriptions and related software and hardware, server infrastructure and hosting,
        and the expenses, fees, charges and/or related costs incurred, charged, or specifically attributed
        or allocated (based on methodologies determined by the Adviser) to the client in respect of
        NX1's internally generated AI Technologies); expenses related to brokerage and custody and
        banking, including brokerage, prime brokerage, and futures commission merchant fees,
        commissions and expenses and costs and expenses of negotiating prime brokerage
        agreements; expenses relating to block trades; expenses relating to short sales; clearing and
        settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees
        related to financings or refinancings; fees and expenses of proxy research and voting (including
        fees and expenses of third-party proxy voting service providers) and class action-related
        services;

  ii.   operational expenses, including the following: fees and expenses relating to information
        technology hardware, software or other technology, including the development, maintenance,
        and engineering of internally developed software (including, the compensation and benefits of
        employees of the Adviser responsible for the development, engineering and maintenance of
        such internal software) and the costs of software licensing, implementation, data management
        and the recovery services of internal and external systems (including external systems for
...

Item 7.     Types of Clients

The Adviser provides discretionary investment management services to the Funds, as described above.
NX1 may, in the future, provide investment management services to other Clients.

The Adviser’s investment advice will be to the Clients directly and not individually to Investors. Investors
may include, but are not limited to, high net worth individuals, pension plans, endowments, foundations,
pooled investment vehicles (e.g., funds-of-funds), trusts, estates, or charitable organizations. The
minimum initial investment in the Funds will be determined by NX1 and set forth in the Clients’
Governing Documents; however, NX1 maintains discretion to waive such minimum and has done so for
certain Investors.

Each Investor is generally required to meet certain suitability qualifications, including being (i) an
“accredited investor,” as defined in Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), and (ii) either a “qualified purchaser,” as defined under the Company Act or a
“knowledgeable employee,” as defined under Rule 3c-5 of the Investment Company Act of 1940.
Additional eligibility criteria will be set forth in the Governing Documents.