RPO LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide
           your fee schedule. Disclose whether the fees are negotiable.

           Generally, RPO charges fees that are based on a set percentage of assets
           under management and/or performance. Set forth below are summaries of
           the fees payable by Investors in the Fund. It should be noted that detailed
           disclosure about the fees and other expenses applicable to an investment in
           the Fund is provided in the Fund’s governing materials.

           As compensation for the investment advisory services rendered, fees are
           paid or allocated, as the case may be, to RPO as follows:

           Advisory Fee: 1% per annum of each Investor’s capital account balance,
           payable quarterly in advance. Investors who are admitted or who withdraw
           as of a date other than the first business day of a calendar quarter will
           bear only a pro rata portion of the quarterly Advisory Fee.

           Performance Allocation: 30% per annum (up to an 8% return) of the
           increase, if any, in the net asset value of a member’s capital account, after
           the deduction of all fees and expenses, and subject to a loss carryforward. A
           5% fee shall be applied for returns in excess of 8%. The performance
           allocation is made annually on December 31, upon the liquidation of the
           Fund or upon any interim full or partial withdrawal of interests.

           RPO, in its discretion, may waive all or any portion of the above fees
           with respect to one or more Investors.

           RPO has established, and in the future may establish, separate accounts that
           may utilize a trading/investment strategy with different risk thresholds than
           those of the Fund and may be subject to different terms (including fees,
           liquidity and transparency rights) than the Fund described above.

           The foregoing summary does not purport to be complete and is qualified
           in its entirety by the detailed information contained in the Fund’s
           offering materials, governance documents and other constituent
           agreements, including information about advisory fees and other
           compensation.

Item 5.B    Describe whether you deduct fees from clients’ assets or bill clients for
            fees incurred. If clients may select either method, disclose this fact.
            Explain how often you bill clients or deduct your fees.

            RPO deducts fees from Investors’ assets invested in the Fund as described
            in Item 5.A. above. Investors do not have the ability to choose to be billed
            directly for fees incurred.

            Fee payment arrangements are individually negotiated for Separate
            Accounts.

           The foregoing summary does not purport to be complete and is qualified
           in its entirety by the detailed information contained in the Fund’s offering
           materials, governance documents and other constituent agreements,
           including information related to the process by which advisory fees and
           other compensation are paid.

Item 5.C   Describe any other types of fees or expenses clients may pay in
           connection with your advisory services, such as custodian fees or mutual
           fund expenses. Disclose that clients will incur brokerage and other
           transaction costs, and direct clients to the section(s) of your brochure
           that discuss brokerage.

           On an ongoing basis, the Fund will pay its own expenses (and indirectly
           Investors will pay), without limitation: (i) all expenses related to the
           activities of the Fund and all routine administrative expenses of the Fund,
           including internal and external administrative, consulting, legal and audit
           expenses, interest on borrowings, custody, the cost of structuring,
           implementing and disposing of any investments, all other investment related
           expenses, including out-of-pocket costs related to specific investments (e.g.,
           travel expenses); maintenance of books and records of the Fund, preparation
           of all financial and tax information for Investors, all communications with
           or from Investors and admission or withdrawal of Investors and dispatch to
           Investors of checks, financial reports, tax returns and notices required or in
           connection with the holding of any meetings of Investors; (ii) all expenses
           incurred in connection with any indebtedness or guarantees of the Fund or
           any proposed or definitive credit facility or other credit arrangement; (iii) all
           expenses incurred in connection with the collection of amounts due to the
           Fund from any person; (iv) all expenses incurred in connection with the
           preparation of amendments to the Fund’s governing documents; (v) all
           expenses incurred in connection with the admission and termination of
           Investors and withdrawals by Investors; provided, however, that any such
           amounts may be charged to the Investors with respect to which such
           expenses were incurred; (vi) all expenses incurred in connection with the
           liquidation, dissolution and winding up of the Fund; (vii) any extraordinary
           expenses including, without limitation: all expenses incurred in connection
           with any legal proceedings or inquiries involving the Fund (including the
           cost of any investigation and preparation) and the amount of any judgment,
           award or settlement paid in connection therewith; and all expenses for
           indemnity or contribution payable by the Fund to any person.
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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.

RPO provides investment advisory services to Tempo Opportunities Fund LLC (the “Fund”), a
Delaware limited liability company. The Fund is currently owned entirely by members who meet
the definition of a “family client” within Rule 202(a)(l l)(G)-l(d)(4) of the Investment Advisers
Act of 1940, as amended, an Accredited Investor, and if required, a Qualified Purchaser within
the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, or a
knowledgeable employee as defined in the rules thereunder.

RPO also provides investment advisory services to both a separate pooled vehicle and high net
worth individual accounts (the “Separate Accounts”). It should be noted the existing Separate
Accounts, as well as future separate accounts, are subject to significant account minimums.