Gamco Asset Management Inc

Item 5         Fees and Compensation

         A. Investment Management Fees

 The stated investment management fee for new clients is generally one percent per year, or a
 minimum annual fee of $5,000, whichever is greater. GAMCO may negotiate its fees.
 Certain GAMCO portfolios may be given break points based on the level of assets under
 management or relationships with the firm. As noted, GAMCO will customize management
 styles for accounts and fees for such accounts may vary. Advisory fees for new accounts often
 exceed those prevailing historically. In a small number of accounts, GAMCO may be
 compensated with performance-based fees in accordance with Rule 205-3 of the Investment
 Advisers Act of 1940 (“Advisers Act”). GAMCO requests clients wishing to liquidate a
 substantial portion of their assets or to terminate their relationship to provide 30 days written
 notice.

         B. Payment of Fees

 Investment management fees are generally payable on the first day of each calendar quarter for
 that quarter and are based on the total market value of the assets in the client’s account
 (including net realized appreciation or depreciation of the investments and cash, cash
 equivalents and accrued interest). Clients may authorize GAMCO to debit its advisory fees
 directly from their accounts. For those clients that authorize GAMCO to debit fees from their
 accounts, GAMCO will typically deduct its fees in advance for a quarter based on the market
 value of the account on the last day of the previous quarter. Clients may request alternative
 arrangements to pay their fees. All clients will receive quarterly bills from GAMCO for its
 fees (unless otherwise directed by client).

 If a new client account is established during a quarter or a client makes an addition to its
 account during a quarter, the investment management fee will be prorated for the number of
 days remaining in the quarter. If a client’s investment management agreement is terminated or
 a withdrawal is made from a client account during a quarter, the fee payable to GAMCO will
 be calculated based on the value of the assets on the termination date (including during the 30
 day written notification period) or withdrawal date and prorated for the number of days during
 the quarter in which the investment management arrangement was in effect or such amount
 was in the account (except during the last 15 days of the quarter where the fee will be charged
 for the entire quarter).

         C. Other Fees and Expenses

 In addition to paying investment management fees, client accounts may also be subject to
 other expenses such as custodial charges, brokerage fees, commission and related costs,
 interest expenses, taxes, and other portfolio expenses (including attorney fees should litigation
 result from underlying securities in the portfolio).

       D. Prepayment of Fees
As stated in Item 5B, a client may pay GAMCO’s fee in advance. A client may obtain a
refund of a pre-paid fee if their advisory agreement is terminated or a withdrawal is made from
the account 15 days or more before the end of the billing period (including the 30 day written
notification period). Clients who withdraw assets from their accounts 15 days or more before
the end of billing period will receive a credit for the advisory fee paid. The credit will be
applied to future advisory fees that will be paid to GAMCO.

       E. Additional Compensation
GAMCO and its supervised persons may receive compensation from those clients that
authorize GAMCO to effect account transactions though G.research. G.research is 100%
owned by Morgan Group Holdings a publicly traded company (OTC: MGHL) controlled by
an affiliate of GAMCO Investors. Clients that authorize GAMCO to place trades through
G.research will pay commissions which are in addition to the management fee that is paid to
GAMCO.

Because of GAMCO Investors affiliation with G.research and the indirect ownership by an
affiliate of GAMCO Investors, GAMCO may have an incentive to use G.research to execute
portfolio transactions for GAMCO’s clients.

Current portfolio managers, relationship managers and/or professional staff of GAMCO and
its affiliated persons may receive a portion of GAMCO's advisory fee on client accounts
pursuant to incentive arrangements promulgated by GAMCO from time to time. GAMCO
client accounts may pay performance based fees as further describe in Item 6.

Additionally, if current professional staff of GAMCO who are registered representatives of
G.distributors serve as a relationship manager to clients that invest in any of the Gabelli or
GAMCO Mutual Funds or an affiliated investment partnership or offshore fund, such
professional staff and affiliates of GAMCO may be compensated with respect to the clients'
investments in a Gabelli or GAMCO Mutual Fund, investment partnership or offshore fund.

Subject to applicable rules and regulations, portions of GAMCO accounts may be invested in
the Gabelli U.S. Treasury Money Market Fund and other affiliated open-end and closed-end
Gabelli/GAMCO funds (“Gabelli/GAMCO Funds”) which may be a suitable and appropriate
investment for a portion of a client's account. Investments in the Gabelli U.S. Treasury Money
Market Fund (“GUSTO”) and other Gabelli/GAMCO Funds create a financial benefit to
GAMCO and its affiliates since GAMCO and its affiliates may both receive advisory fees on
monies invested in these funds. Fees paid to GAMCO for GUSTO balances are rebated to
clients on a quarterly basis. Refer to the respective funds’ prospectuses for complete disclosure
as to the fees and other expenses associated with investments in the funds. An investment in
the money market fund is not guaranteed by the US government and the Gabelli U.S. Treasury
Fund cannot assure that its $1.00 share price will be maintained.

Item 7        Types of Clients

 As noted in Item 4 above, GAMCO offers investment management services to, among others,
 the following types of clients: employee benefit plans, endowments, foundations, corporations,
 limited partnerships, trusts, estates, domestic and offshore investment companies (generally as
 sub-adviser), and private investors.

 Unless otherwise specified in its portfolio description, GAMCO generally requires a minimum
 account size of five hundred thousand dollars ($500,000) for its standard full service
 discretionary investment management account, which it may waive under certain
 circumstances, such as when GAMCO perceives the potential for additional business from a
 client. If a client account falls below the minimum requirement due to market fluctuations
 only, a client will not be required to invest additional funds with GAMCO to meet the
 minimum account size. Beginning January 1, 2011, new client portfolios managed in a value
 strategy of less than $10 million that seek to be managed in the All Cap Value Strategy will be
 team managed unless otherwise determined by GAMCO in its sole discretion.

 The minimum account size for wrap program accounts varies by the particular wrap program
 and client relationship.