Capricorn Investment Group LLC

ITEM 5 – FEES AND COMPENSATION
A.   Compensation and Fee Schedule

     Detailed information with respect to how Capricorn is compensated for the advisory services it
     provides is contained in the operative governing documents and/or advisory contracts for the
     Clients. Generally, Capricorn is compensated by the receipt of management fees and certain
     performance-based allocations, also described in Item 6 below. Prospective investors should
     carefully review the operative documents for the relevant investing vehicle prior to making an
     investment and/or retaining Capricorn as an investment adviser.

     It should be noted that certain advisory fees are negotiable in that Capricorn has waived (in whole
     or in part) the fees paid by certain Clients and investors in the Funds and may enter into different
     fee agreements with different Clients or investors, including employees and affiliates of Capricorn,
     in its discretion.

     Capricorn has in certain circumstances invested Client assets in affiliated private investment funds
     or in private funds for which Capricorn retains certain economic interests. Under such
     circumstances, Capricorn’s Clients may be subject to two layers of fees for the management of
     these assets, one to Capricorn and one to the adviser of the vehicle, who may be Capricorn or a
     Capricorn affiliate. For a discussion of the conflicts of interest posed by such related party
     transactions, see Item 10 and Item 11.

     Neither Capricorn nor its supervised persons accept compensation for the sales of securities or other
     investment products, including asset-based sales charges or service fees from the sale of mutual
     funds.

B.   Deduction of Advisory and Incentive Fees

     Advisory Fees

     Capricorn generally deducts advisory fees directly from its Clients’ assets. Advisory fees are
     typically calculated and charged quarterly, either in advance or in arrears, based on the terms of
     each Client’s investment advisory services agreement, offering documents, or governing
     partnership agreement, as applicable. The specific advisory fee rate, calculation methodology, and
     billing frequency applicable to each Client or Fund are set forth in the relevant advisory agreement
     or offering documents. Advisory fee rates may differ among Clients and Fund investors based on
     factors including, but not limited to, the size of the investment, the scope of services provided, the
     nature of the Client relationship, and individually negotiated terms (including side letter
     arrangements).

     With respect to certain Clients and legacy arrangements, Capricorn does not charge or receive
     advisory fees. In such cases, Capricorn may receive compensation solely through incentive
     allocations, as described below, or may provide advisory services on a fee-waived basis. Capricorn
     waives all advisory fees for its employees who invest in its Private Fund Strategies or who enter
     into an investment advisory services agreement with Capricorn.

     Incentive Compensation

     Capricorn or its affiliated general partner entities may receive incentive-based compensation in the
     form of a carried interest allocation or incentive fee, as applicable, from certain Funds and Client

   accounts. Incentive compensation is calculated and recorded annually or quarterly, depending on
   the terms of the applicable Fund’s governing documents or the Client’s advisory agreement.

   The receipt of incentive-based compensation creates a potential conflict of interest, as it may
   incentivize Capricorn to make investments that are riskier or more speculative than would be the
   case in the absence of such compensation. Additionally, incentive-based compensation may create
   an incentive for Capricorn to favor accounts or Funds that pay incentive compensation over those
   that do not, or to allocate investment opportunities in a manner that benefits accounts or Funds with
   higher incentive compensation potential. These conflicts are discussed further in Item 6, Item 10,
   and Item 11 below.

   Fee Deduction Process

   Advisory fees and, where applicable, incentive allocations are deducted directly from Client assets
   or allocated from Fund assets in accordance with each Client’s advisory agreement or the
   applicable Fund’s governing documents.

C. Fees and Expenses of the Investment Advisory Client Program

   In addition to advisory fees and incentive compensation described above, Investment Advisory
   Clients bear all direct costs and expenses incurred in connection with the management of their
   accounts (whether or not an investment is ultimately consummated), including but not limited to:
   (i) all general investment expenses (i.e., brokerage commissions, transaction fees, and other related
   costs and expenses); (ii) management fees and carried interest, if any, of any Underlying
   Investments; (iii) fees, costs, and expenses of third-party service providers; and (iv) custodial fees,
   bank charges, and wire transfer fees. The specific fees and expenses applicable to each Investment
   Advisory Client are set forth in the Client’s investment advisory services agreement. Clients should
   review their applicable agreement for a complete description of all fees and expenses.

D. Fees and Expenses of the Private Fund Strategies

   In general, the Funds are responsible for all expenses and fees related to an investment including,
   without limitation, will bear all direct costs and expenses incurred in the holding, purchase, sale or
   exchange of any investments in the portfolio (whether or not ultimately consummated), including,
   but not by way of limitation, (i) all general investment expenses (i.e., brokerage commissions,
   transaction fees, and other related costs and expenses); (ii) management fees and carried interest,
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ITEM 7 – TYPES OF CLIENTS
As described in Item 4, Capricorn (as of the date of this ADV Part 2A) provides investment advisory
services to high-net-worth individuals, families and their related entities, charitable organizations, and
pooled investment vehicles.. Investors in Capricorn’s Private Fund Strategies generally must meet the
definition of “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940,
as amended. Certain investors may also be required to meet the definition of “accredited investor” under
Regulation D of the Securities Act of 1933, as amended, or other qualification standards as set forth in each
Fund’s offering documents.

Capricorn does not impose a minimum account size for Client accounts. However, certain Funds may
impose minimum investment amounts as set forth in their respective offering documents.