Gabelli & Company Investment Advisers Inc

Item 5. Fees and Compensation

The Investment Partnerships and SMAs that GCIA advises (each, a “Client” and, collectively, the “Clients”)
generally pay their own operating expenses, including (but not limited to) fees paid to GCIA. The fees that
are paid to GCIA are set forth in the offering documents for each Investment Partnership or the SMA
agreement. Generally, GCIA receives a management fee, payable monthly in advance but calculated at an
annual rate. The management fee is calculated based on the net assets of the Client and is generally set at
a rate of 1%-1.5% per annum. GCIA or Gabelli & Partners also may be compensated with performance-

based fees in accordance with Rule 205-3 of the Investment Advisers Act of 1940 (the “Advisers Act”).
Performance-based fees are generally based on a 20% share of capital gains on, or capital appreciation of,
the assets of a Client (subject, in certain instances, to a high water mark and/or hurdle rate) and are generally
payable annually. The fees discussed above are generally not negotiable. GCIA and Gabelli & Partners
generally deduct their fees directly from the Client.

Generally, GCIA and/or Gabelli & Partners are authorized to incur and pay in the name and on behalf of
the Client all expenses that it deems necessary or advisable.

GCIA will render its services to Clients at its own expense, including the salaries of its employees necessary
to render such services and all general overhead expenses attributable to its employees, such as rent,
supplies, office management expenses, stationery, and charges for furniture and fixtures.

Operating expenses of the Client will be borne by the Client, including legal, auditing, accounting expenses,
fees paid to independent directors, fees payable to the administrator of the Client (the “Administrator”) and
other professional expenses, administration expenses and investment expenses, such as commissions/sales
charges, interest on margin accounts and other indebtedness, borrowing charges on securities sold short,
custodial fees, and any other expenses reasonably related to the purchase, sale or transmittal of Client assets
as shall be determined by GCIA in its sole discretion, including, without limitation, brokerage fees.

The organizational expenses of the Investment Partnerships (including expenses of the initial offer and sale
of Investment Partnership interests or shares, as applicable) are paid by the Investment Partnership and, for
net asset value purposes, are generally amortized for a period of up to 60 months from the date an
Investment Partnership commences operations.

Clients, including Investment Partnerships, may execute transactions through G.research, LLC
(“G.research”), a registered broker-dealer under common control with GCIA, including transactions in
which G.research acts as a broker for both the Client and for a person or entity on the other side of the
transaction (an "agency cross transaction"). With respect to any agency cross transaction, G.research will
act as broker for, receive commissions from, and have a potentially conflicting division of loyalties and
responsibilities regarding (i) the Client, on the one hand, and (ii) the other clients of GCIA, its affiliates or
other related persons and of G.research participating in the transaction, on the other hand. Because GCIA
is under common control with G.research, GCIA may have an incentive to use G.research to execute
portfolio transactions for Clients.

Sales of interests or shares in the Investment Partnerships may be sold through G.research. GCIA may pay
commissions to employees of G.research that are licensed as registered representatives of that broker-dealer
in connection with such sales. Such commissions are an expense of GCIA and not of the applicable
Investment Partnership.

Subject to applicable rules and regulations, including the Employee Retirement Income Security Act
(“ERISA”), GCIA may allocate a portion of Client cash to the Gabelli U.S. Treasury Money Market Fund
(“GUSTO”). Investments in GUSTO create a financial benefit to GCIA and its affiliates since GCIA and
its affiliates may receive advisory fees on monies invested in GUSTO. Please refer to the GUSTO
prospectus for complete disclosure as to fees and other expenses. An investment in GUSTO is not
guaranteed by the U.S. government, and GUSTO cannot assure that its $1.00 share price will be maintained.
Despite the conflict of interest, GCIA believes that GUSTO provides an efficient means to invest cash for
Clients rather than other unaffiliated alternative money market arrangements.

Item 7.         Types of Clients

GCIA generally acts as an investment adviser, either directly or on a sub-advisory basis, to Investment
Partnerships and SMAs. The initial or additional subscription minimums and suitability standards are set
forth in the offering memorandum for each Investment Partnership or the SMA agreement.