Beck Mack & Oliver LLC

Item 5 – Fees and Compensation

       Fees for the Firm’s portfolio management services are assessed based on the market
value of the portfolio as computed periodically (either quarterly or semi-annually), as of the
close of business on the last business day of the previous month. Clients are billed in advance
of the period unless otherwise agreed. Clients may elect to be billed directly for fees or to
authorize BM&O to directly debit fees from client accounts. Accounts initiated or terminated
during a billing period will be charged a pro-rated fee. Upon termination of any account, any
pre-paid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due
and payable. The Firm’s standard fee schedule for SMAs is as follows:

                   INVESTMENT ADVISORY FEE SCHEDULE (ANNUAL RATES)
                   1% of the first $5,000,000 of market value, plus
                   ¾ of 1% of the next $5,000,000 of market value, plus
                   ½ of 1% of the balance of the market value of the account

        The Firm aggregates family and related accounts for fee determination purposes. All
fees are subject to negotiation. If an account’s fee totals less than $25 dollars for a given
billing period (which can occur when an account holds only shares of the Partners Fund –
(see description of the Firm’s billing policy on those Funds below), the fee is automatically
waived.

       Some clients pay differing percentage fees:

          a. Members of family groups enjoy the advantage of pooling family account
             values for bill calculation purposes.
          b. Clients who became clients of the Firm under earlier fee arrangements benefit
             from this longer-term relationship, including minimum fee exclusions.

      Fees received by the Firm for sub-advisory services vary depending on the terms
agreed upon at the start of the arrangement.

       Pursuant to the investment advisory agreement BM&O has with the Partners Fund,
BM&O is paid an annual advisory fee by such Fund of 1.00%. The advisory fee is accrued
daily and is paid monthly based on the average daily net assets of the Partners Fund for the
previous month. However, such fee is subject to an overall limitation of the Partners Fund's
expense ratio of 1.00% so that the advisory fee paid by the Partners Fund is reduced to the
extent the Partners Fund's operating expenses (excluding taxes, interest, portfolio
transaction costs and extraordinary expenses) exceed 1.00% of the Partners Fund's average
daily net assets. In the event assets in a client's account are invested in the shares of the
Partners Fund, no SMA advisory fee is charged to the client with respect to such assets, and
BM&O's only compensation with respect to such assets is the advisory fee paid by the
Partners Fund.

        The Firm is retained as investment manager for the Beck, Mack Limited Partnership
(BMLP), by Beck Mack GP, LLC pursuant to an investment management agreement. Beck
Mack GP, LLC can earn performance-based fees. Under the terms of the Limited Partnership
Agreement for BMLP, if in any fiscal year the net profits allocated to the capital account of a
particular limited partner exceed a non-cumulative rate of 5% per annum, 20% of such net
profits in excess of 5% per annum will be reallocated to the capital account of Beck Mack GP,
LLC.

        The Firm is retained as investment manager for ERB Value Partners LP, by ERB Value
Partners GP, LLC pursuant to an investment management agreement and receives a
management fee of 25 basis points annually. ERB Value Partners GP, LLC can earn
performance-based fees. Under the terms of the Limited Partnership Agreement for ERBLP,
if in any fiscal year the net profits allocated to the capital account of a particular limited
partner exceed a non-cumulative rate of 4% per annum, 20% of such net profits in excess of
4% per annum will be reallocated to the capital account of ERB Value Partners GP, LLC.

The Firm invests certain clients’ assets in private non-marketable securities of closely held
corporations as well as in private partnerships that invest in energy, real estate, venture
capital, private equity, and other strategies. In 2006, the Firm began charging an
administrative expense fee on these private investments in the general partnerships for
which it acts as investment manager of 0.50% on the amount of capital committed at the
onset of each general partnership investment, and 0.10% annually thereafter on the net
contributed capital in each general partnership investment. Such fees are charged only when

the total investment commitment in the general partnership is over $2.25 million. In
addition to these BM&O administrative expenses, the general partnerships incur additional
expenses such as accounting fees, legal fees, trust fees, and are subject to investment
management and incentive fees charged by the underlying funds’ investment managers.

        Some clients of the Firm have interests in properties and corporations on which the
Firm has not previously rendered advice, but which sometimes require analysis and,
resulting therefrom, recommendations by the Firm to the client. On occasion, certain clients
request that shares in specific initial public offerings or other securities be purchased for
their account; the Firm may or may not be purchasing shares in the same issue for other
clients. When directed by the client to purchase a security that is not directly followed by the
Firm, BM&O has the option to classify that security "below-the- line" (meaning as
unsupervised) for return and compensation purposes (meaning portfolio management fees
are not charged on these assets and the performance of such assets is not factored into the
performance of the account).,k &

       BM&O’s investment management fees are exclusive of brokerage commissions,
custodian fees, transaction fees, and other related costs and expenses that will be incurred
...

Item 7 – Types of Clients

        BM&O provides portfolio management services to individuals, high net worth
individuals, trusts, estates, corporate pension and profit-sharing plans, charitable
institutions, foundations, endowments, a registered mutual fund, other U.S. institutions,
various general partnerships, and limited partnerships.
        As disclosed above in Item 4, BM&O serves as the investment adviser for the BM&O
Partners Fund (BMPEX). ack & Oliver LLC