A. Description of Programs and Fees ValueWorks sponsors two Wrap Programs: The GMS Group, L.L.C. Wrap Fee Program and The Charles Schwab-ValueWorks Wrap Fee Program. Participation in the program authorizes ValueWorks to actively manage an account on a discretionary basis in accordance with designated investment objectives. The cost of the program is designed to include most of the fees associated with professional management of a separate account including ValueWorks' investment advisory services, any applicable client service fees, trade execution, custody and reporting services. Participants pay a single annualized fee for participation in the Program (the "Program Fee") based upon a percentage (%) of the market value of all assets being managed under the Program as follows: For The GMS Group, L.L.C. Wrap Fee Program the fee is typically 2.25% of assets under management, but may be higher for small account sizes and lower for large account sizes. These fees are sometimes negotiable. 30% of these fees are paid to ValueWorks. For The Charles Schwab-ValueWorks Wrap Fee Program the typical fee is 1.50% of assets under management. Fees are generally negotiable. 100% of these fees are paid to ValueWorks. B. Bundled Fees Using a wrap program bundles most of the client’s fees together. Under the Program, the participant receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Clients evaluating these programs should be aware that participation may cost the participant more than purchasing such services separately. In addition, the Program fee may be higher or lower than that charged by other sponsors of comparable wrap fee programs. Each Program participant should understand that in the event that the transactions for a participant's account are affected through a broker-dealer that refers investment management clients to the Registrant (i.e., GMS or Schwab) there exists the potential for the account(s) total expenses to be higher or lower than would be the case if the account were domiciled at a different broker-dealer. C. Additional Fees The participant may incur certain charges imposed by third parties in addition to the Program Fee. Such charges include but are not limited to charges imposed directly by a mutual fund held in the account, including money market, mutual funds purchased to hold cash balances (e.g.

fund advisory fees and other fund expenses), IRA fees, reorganization fees and required SEC transaction fees. D. Solicitor Compensation A solicitor introduces a potential participant to ValueWorks with the expectation of payment if the participant takes part in the Program. ValueWorks may pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-3 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. This referral fee will be paid from the Program Fee, and will not result in any additional charge to the participant. If the participant is introduced to ValueWorks by an unaffiliated solicitor, the solicitor, at the time of the solicitation, shall disclose the nature of his or her solicitor relationship, and shall provide each prospective participant with a copy of the Disclosure Statement, together with a copy of a separate written disclosure statement from the solicitor to the participant disclosing the terms of the solicitation arrangement between ValueWorks and the solicitor, including the compensation to be received by the solicitor from ValueWorks. Any affiliated solicitor of ValueWorks shall disclose the nature of his or her relationship to prospective participants at the time of the solicitation and will provide all prospective participants with a copy of the Disclosure Statement. ValueWorks formed ‘The GMS Group, L.L.C. Wrap Fee Program’ to service the investment management needs of GMS's brokerage clients. In addition to serving as the Program's broker-dealer, GMS also serves as the Program's solicitor, as a result GMS will receive a portion of the Program Fee for each of its clients that choose to participate in the Program. GMS will apply this referral fee as a credit to all brokerage fees due under the Program so that the maximum total annual compensation received by GMS under the Program (referral fee plus brokerage) for any referred client will not exceed the amount of the referral fee. ValueWorks formed the Charles Schwab-ValueWorks Wrap Fee Program’ to service brokerage clients who have elected to have their account(s) at Charles Schwab. As a result, Charles Schwab will serve as the program’s broker dealer and receive all fees associated with brokerage and custody from the Program Fee. The fees paid to Charles Schwab will not exceed the Program Fee amount; any deficit will be paid by ValueWorks.