A. Describe your advisory firm, including how long you have been in business. Identify your principal owner(s). Fifth Down Cap LLC is a private investment management company headquartered in Dover, Massachusetts. The entity was formed in January 2014 and provides investment, administrative, financial, and advisory services to private investment funds and their underlying portfolio investments. Andrew Michael Spellman and Matthew Q. Christensen are the principal owners of Fifth Down Cap LLC. Fifth Down Cap LLC is affiliated through common ownership with Fifth Down Capital Partners, LLC, formed in July 2020, which acts as a relying adviser with respect to certain investments managed by Fifth Down Cap LLC. Fifth Down Capital Partners, LLC is owned equally by Andrew Michael Spellman and Stephen Liam Patrick. This Brochure describes the aggregate business practices of both entities and their general partners and managers, which operate a single advisory business filing a single Form ADV in reliance on SEC guidance and are referred to throughout this Brochure as “Fifth Down” or “Manager”. The business of Fifth Down is managed on a day-to-day basis by Andrew Michael Spellman, Stephen Liam Patrick and Brian Rowen (the “Principals”). 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. Advisory Services Fifth Down provides discretionary investment management services to certain private funds that are pooled investment vehicles exempt from registration under the Investment Company Act of 1940, as amended (“Investment Company Act”). Throughout this Brochure, the pooled investment vehicles sponsored by Fifth Down, together with any parallel funds, special purpose vehicles (“SPVs”), feeder funds, and other investment vehicles, are referred to as the “Funds”. While this Brochure may be provided to limited partner investors in a Fund, Fifth Down does not provide investment advice directly to limited partners and therefore, limited partners are not themselves considered clients of Fifth Down. Fund Structure The specific investment strategy, structure, diversification guidelines, terms of investment, and other terms and conditions associated with each Fund are described in that Fund’s subscription agreement, operating or limited partnership agreement, and/or similar disclosure and governing documents (collectively, the “Offering Documents”) prepared specifically for the offering of interests in such Fund. With respect to any Fund, this Brochure is qualified in its entirety by the Offering Documents. Investment

Strategy Fifth Down recommends or invests in private investment opportunities primarily in the technology and consumer sectors of the market. Investments may be: (a) directed to independent private equity or venture capital funds sponsored by established managers (“portfolio funds”), (b) structured as an SPV to co-invest alongside a portfolio fund or other investors, (c) structured as a purchase of limited partner interests in independent private equity or venture capital funds sponsored by established managers (“secondary LP interests”) from existing limited partners in such funds, or (d) effected as a direct investment in a private company. Through direct or indirect investments, Fifth Down also acquires, holds, trades, sells or otherwise disposes of collectible sports cards. Throughout this Brochure, the Fund’s investments in the securities of portfolio companies, private funds, secondary LP interests, and collectible sports cards are referred to individually as an “investment” and collectively as “investments.” Fifth Down primarily makes non-controlling investments in portfolio companies on behalf of the Funds it manages. For certain investments, a Principal (or their appointee) may serve on a portfolio company’s board of directors (or participate as a non-voting observer). 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 Funds Fifth Down tailors its advisory services to the particular investment strategy, criteria and guidelines set forth in the Offering Documents for each Fund. Once invested in a Fund, an investor cannot impose restrictions on the types of securities in which such Fund may invest. Investment strategies and guidelines are not tailored to the individualized needs of any particular investor in a Fund. On behalf of a Fund, Fifth Down may, in its sole discretion, enter into one or more side letters or other agreements with certain limited partner investors, that may provide such investors with more favorable economic and non-economic terms than those that may apply to other investors in the Fund. Investments in a Fund involve significant risks and should be regarded as long-term in nature, forming only one portion of an investor’s diversified investment portfolio. 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. Fifth Down 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 February 29, 2024, Fifth Down had approximately $401,909,992 in discretionary Regulatory Assets under Management.