Value Investment Professionals LLC

ITEM 5: FEES AND COMPENSATION

A. Fee Schedule

Investment Supervisory Services Fees

         Total Assets Under Management               Annual Fee

                $1 - $1,000,000                         1.25%

            $1,000,001 - $10,000,000                    1.00%

               Above $10,000,000                        0.90%

These fees are negotiable depending upon the needs of the client and
complexity of the situation. The final fee schedule is disclosed in the
Investment Advisory Agreement. Fees are billed quarterly in arrears based
on the average daily balance of the account for the previous quarter. If
margin is utilized, the fees will be billed based on the net asset value of the
account. This average will be calculated by the custodian or, if that is not
available, as a simple average of the beginning and ending balances for the
period. Because fees are charged in arrears, no refund policy is necessary.
Lower fees for comparable services may be available from other sources. Client
may cancel within five (5) business days of signing Agreement with no
obligation and without penalty. After the initial 5 business days, either
party may terminate the advisory agreement by giving the other party
thirty (30) days written notice. Advisory fees are withdrawn directly from
the client’s accounts with client-written authorization. For accounts opened
or closed mid-billing period, fees will be prorated based on the days
services are provided during the given period. All unpaid earned fees will
be due to VIP. Client shall be given thirty (30) days prior written notice of any

                      VALUE INVESTMENT PROFESSIONALS, LLC

increase in fees. Any increase in fees will be acknowledged in writing by both
parties before any increase in said fees occurs.

ITEM 7: TYPES OF CLIENTS
VIP generally provides management supervisory services to the following types of
clients:
         ❖ High-Net-Worth Individuals
         ❖ Individual clients
         ❖ Pension and Profit Sharing Plans

Minimum Account Size
There is an account minimum, $250,000, which may be waived by the investment
advisor, based on the needs of the client and the complexity of the situation.