Wynkoop LLC

Item 5 – Fees and Compensation

Wynkoop’s basic fee schedule for investors in its pooled investment vehicles is described below. Where
these investors pay for services by means of performance-based compensation, as described below, there
is an incentive for Wynkoop to make investments that are riskier or more speculative than would be the
case in the absence of the performance-based compensation. In addition, the performance on which
performance-based compensation is calculated may include unrealized appreciation and depreciation of
investments, which may not ultimately be realized. Wynkoop, in its sole discretion, may assess a lower
management fee or rate of performance-based compensation with respect to certain investors in the
pooled investment vehicles it advises.

Timberline pays Wynkoop a management fee of 0 - 1.5% and incentive compensation of 0 -20% only if a
minimum return of 6% has been earned (“hurdle” or “preferred return”). In the case of Timberline, the
incentive fees are paid at the end of the year on the change in the Fund’s value over the prior year.
Additionally, the Fund can reimburse the Manager for certain expenses directly related to the Fund, such
as audit, legal and tax preparation, but primarily pays all direct operating expenses. Wickapogue will pay
Wynkoop a management fee of 0 - 1.5% and an incentive fee of 0 - 20% on all net profits. Wickapogue will
also pay all of the Fund’s expenses from the Fund itself, but can reimburse the Manager for certain
expenses directly related to the Fund on an as needed basis. All fees are directly deducted from client’s
accounts on a monthly basis and paid to the Manager on a quarterly basis, with the exception of the
incentive compensation, which is paid to the Manager on an annual basis. Wickapogue Ltd.’s fee structure,
payments, and expenses mirror that of Wickapogue. Opportunity Funds I and II pay an annual investment
management fee of 0.5% - 1.25% of the Capital Commitments made by investor to the Opportunity Fund
during the Investment Period, and 0.5% - 1.25% of the net asset value thereafter and incentive
compensation of 0 - 20% only if a minimum return of a cumulative 7% has been earned (“hurdle” or
“preferred return”).

All management fees paid by all clients of private funds are paid at the end of each billing period and none
are pre-paid or paid up front. Wynkoop’s clients are the Funds, and generally investors in the Funds have
limited ability to negotiate the fees that the Fund pays Wynkoop. Wynkoop’s clients, being the Funds,
obtain investment advice and recommendations solely from Wynkoop. However, investors in those
Funds, or potential investors in those Funds, have the ability to make similar investments and execute
similar strategies through other investment vehicles or with other investment advisors.

With respect to the CEIS Fund, Wynkoop, as a sub-adviser, splits equally the Net Advisory Fees with the
adviser. Net Advisory Fees for the CEIS Fund is net of fee waivers or expense reimbursements due to the
CEIS Fund’s contractual expense cap and any extraordinary expenses related to management of CEIS Fund.
Net Advisory Fees is paid by CEIS Fund on a monthly basis.

With respect to other separately managed accounts, Wynkoop, is paid various negotiated sub-advisory
fees.

Item 7 – Types of Clients

At present, Wynkoop’s only clients are the Funds. Wynkoop serves as the manager and investment
adviser to these limited partnerships organized under the laws of the State of Delaware. Wynkoop also
serves as the manager and investment adviser to a foreign corporation organized under the laws of the
Cayman Islands. Interests in the Funds are offered to investors pursuant to exemptions from registration
available under Federal securities laws. The Funds have a minimum investment of $250,000, which can
be waived at the Manager’s discretion. Interests in the Funds are only offered to accredited investors (as
defined in Rule 501(a) of Regulation D) and “qualified clients” (as defined in Rule 205-3 under the
Investment Advisor Act of 1940 as amended) and in general include high-net worth individuals and
families and institutional investors. In the future, Wynkoop intends to advise and create other pooled
investment vehicles for which it will serve as investment adviser and manager.

As disclosed above, Wynkoop also serves as a sub-adviser to a registered open-end investment company,
a state-chartered commercial bank, and other privately held investment funds.