Fifth Down Cap LLC

ITEM 5: FEES AND COMPENSATION

A.     Describe how you are compensated for your advisory services. Provide your fee
       schedule. Disclose whether the fees are negotiable.

The Funds: Fees, Compensation and Expenses

Investors should carefully review the Offering Documents of the relevant Fund in conjunction with
this Brochure for complete information about fees, compensation, and expenses.

Management Fees
Fifth Down typically charges a quarterly advisory fee (“Management Fee”) to Fund investors as
described in the relevant Offering Documents. Fees and other compensation paid by a Fund to
Fifth Down can vary from Fund to Fund.

Management Fees are initially derived from capital commitments made by the limited partner
investors in a Fund. For certain Funds, the Management Fee will subsequently “step down” after
the investment period. A Fund’s investment period, specified within that Fund’s Offering
Documents, is the limited period in which that Fund is permitted to enter into new investments.
For all Funds, the Management Fees are calculated in accordance with the fee provisions outlined
in the applicable Offering Documents.

Management Fees and late admission charges applicable to investors entering a Fund after the
initial closing are set forth in such Fund’s Offering Documents. The Management Fee is subject
to certain reductions and offsets as described below.

Carried Interest
In addition to the payment of ongoing Management Fees (where applicable), a Fund, and indirectly
the limited partner investors, are also typically required to allocate to an affiliate of the Fund’s
general partner or manager a carried interest based upon a percentage of the Fund’s net return on
invested capital. For additional details about performance–based compensation, please refer to

ITEM 7: TYPES OF CLIENTS

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.

Client Types

Fifth Down provides investment advisory services to private funds and pooled investment vehicles
exempt from registration under the Investment Advisers Act of 1940, as amended. Investment
advice is not given to the limited partner investors of the Funds.

Offers of the interests in the Fund will be made only to investors that meet such Fund’s
suitability requirements, which may include qualifying as (i) “qualified purchasers” as defined
in Section 2(a)(51) of the Investment Company Act, (ii) “accredited investors,” as defined under
Regulation D of the Securities Act of 1933, as amended, and (ii) “qualified clients,” within the
meaning of Rule 205-3 under the Investment Advisers Act of 1940, as amended, and that meet
the other qualifications established by the general partner or manager of the applicable Fund.

Fund limited partners typically include high net worth individuals, trusts, estates, family offices,
ERISA plans, or other corporations or business entities and can include, directly or indirectly,
employees of Fifth Down and its affiliates and members of their families.

Investment minimums with regard to the Funds are set forth in each Fund’s Offering Documents.
Fifth Down may waive or reduce minimum Fund investment requirements and reserves the right
to decline any investor in its sole discretion.

In accordance with a Fund’s Offering Documents, Fifth Down may form feeder funds, parallel
funds, SPVs, “friends and family” vehicles, or other investing entities to facilitate investment by
certain investors. Economic terms across Funds and other investment vehicles may vary.