Valueworks LLC

Item 5    Fees and Compensation

A. Fees
ValueWorks' standard asset management fee for SMAs ranges between 1% and 2.5%
of account assets under management (AUM) per annum depending upon specific
program participation and dollar amount invested. This fee is negotiable and may be
higher or lower per negotiation. Fee adjustments are primarily based on factors that
influence the cost of account management. There are some economies of scale for
managing larger accounts; generally, per dollar costs of account management and
servicing decrease as client AUM increases. Fees for multiple accounts in a family group
may be adjusted in consideration of total family assets managed. Special requests may
also require additional management.

ValueWorks' portfolio management fees are a component of total client fees. Other fees
(paid by the client to other service providers) cover the services provided by the
introducing broker/advisor, trading and custody expenses. Valueworks receives and is
responsible for setting its management fees on client accounts; it does not receive and
generally is not involved with the setting of the fees for brokerage, trading or custody. In
cases where ValueWorks sponsors a wrap program it may be responsible for setting one
or more of these other fee rates.

As mentioned above, fee and service relationships may be structured through a wrap
program, where all AUM fees are bundled in a single all-inclusive agreement. In these
cases, ValueWorks is paid its portion of the total fee directly from the wrap sponsor and
the total wrap fee is negotiated directly between the client and the sponsor. Generally, the
sponsor automatically deducts these fees from client accounts.

ValueWorks also manages client portfolios though dual contract structures with brokers
dealers and/or financial advisory firms. In these cases, ValueWorks' fees are debited from
the client's account. This fee is based on percentage of AUM. On occasion in special
cases, an agreement may be structured where clients pay trading fees as incurred. In
cases where ValueWorks manages the relationship directly and the account does not
participate in a wrap program, clients may elect to be billed rather than having fees
deducted automatically.

In general cash levels are targeted between 0% and 20% of AUM although specific
investing conditions may result in cash balances outside of this range. Investors should
be aware that these cash holdings are part of the portfolios for the purposes of the
calculation of the management fee. These balances will be identified in the regular report
from the investor's Qualified Custodian and on any regular reports sent by ValueWorks.

For SMA relationships above $5,000,000, ValueWorks at its discretion may offer a
performance-based fee alternative. These relationships are negotiated individually. There
is more information about these arrangements below in Item 6.

ValueWorks also receives management fees for its management of ValueWorks Limited

Partners (VWLP); as the General Partner of VWLP, ValueWorks Capital will at times be
entitled to a performance allocation. VWLP is a hedge fund that is available to qualified
investors and held in prime brokerage accounts at Wells Fargo Jefferies LLC and
Interactive Brokers. Participation in VWLP is available through direct relationships and
through programs at certain broker dealer firms. Management fees of 1.5% of AUM are
debited directly, charged quarterly in advance and performance allocations are done
annually. Management fees charged to individual partners may be negotiated. There is a
one year lock-up period, the timing of contributions and withdrawals is limited and refunds
are not available. Also see additional information below in Item 6.

ValueWorks sponsors wrap programs at Charles Schwab and the GMS group.
ValueWorks is also the investment manager of these wrap programs. Specific fee
information on these programs should be reviewed in the relevant Form ADV 2A Appendix
1: Wrap Fee Program Brochure available from ValueWorks.

B. Fee Payment
Discussed above in Item 5.A.

C. Other Fees
Discussed above in Item 5.A. In addition to the specific fees listed there, there may be
other miscellaneous charges to the client not specifically outlined. Also see below at Item

Item 7    Types of Clients

At ValueWorks our business is specifically designed to serve high net worth individuals
and the small institutions they control. This means that in addition to the personal
investment accounts of these individuals we also manage many trusts, IRA's, pensions,
401(k)'s, as well as the accounts of several endowments and foundations.

With our straightforward and well-articulated process, we have created an investment
discipline that, while requiring a high degree of skill to employ, is relatively easy to
articulate; we have paired it with a straightforward philosophy carefully tuned to resonate
with our clients' needs. Similarly, the other features of our client accounts-portfolio
structure, holding period, turnover and risk parameters-were designed with the particular
investment needs of our clientele in mind.

We can work directly with financial consultants to evaluate particular client investment
profiles and build a plan designed to meet specific goals.

ValueWorks generally imposes a $200,000 minimum account size. For purposes of this
minimum, accounts that are related may be treated as a single account. We reserve the
right to waive this account minimum.

ValueWorks may accept accounts from $100,000 through wrap-fee programs or dual
contract arrangements with broker dealers. We reserve the right to waive this account
minimum.

Additional clients include the pooled investment vehicle / hedge fund, VWLP, where the
subscription guidelines are set forth in the documents specifically relating to that vehicle.