Opal Advisors LLC

ITEM 5. FEES AND COMPENSATION
                                        Compensation
   Separately Managed Accounts (SMAs) - (CHARLES SCHWAB & COMPANY, INC.)

        Compensation to Opal for its services, referred to as the “Opal Management Fees,” will
be calculated quarterly in accordance with Schedule A of the client’s Investment Advisory
Agreement with Opal unless otherwise agreed to in writing between us. We may amend our
Investment Advisory Agreement from time-to-time. Material changes to the terms of our
Investment Advisory Agreement will only occur after providing you written notice of changes
and obtaining your written consent to such changes. The Opal Management Fees will be paid
directly to Opal from your account by the custodian. Opal will send the custodian the account
number and fees to be deducted from your account. You may also choose to pay the
management fees by check after receiving the quarterly invoice. Please mark the appropriate
payment option on the Investment Advisory Agreement.

        Clients will pay the Opal Management Fee quarterly in advance. Fees are normally
invoiced two weeks following the end of the quarter. Fees are deducted from the account by
the custodian per the invoice Opal submits to them. Total billable assets under management
is determined based on the prior period’s ending market value, weighted for cash flows. For
some legacy accounts, we bill based on the average of the prior period’s beginning and ending
market value, weighted for cash flows, although this billing is not offered to new clients. The
market value is the sum of the values of all assets in the Account, not adjusted by any margin
debit. Fees for partial months, at the commencement or termination of this Agreement, will
be billed on a pro-rated basis contingent on the number of days the Account was open during
the month.

Standard Fee Schedule:

         Assets Under Management                            Opal Management Fee
             First $0 - $500,000                                1.50% / Year
       Next $500,000.01 to $2,000,000                           1.25% / Year
              Over $2,000,000                                   1.00% / Year

       Lower fees for comparable services may be available from other sources.

       Clients will not in any event be charged a total management fee over 2%.

        For purposes of determining Account value, securities and other instruments traded
on a market for which actual transaction prices are publicly reported are valued at the last
reported sale price on the principal market in which they are traded. All other Account assets
are valued at fair market value as determined in the reasonable discretion of Opal or the
qualified custodian.

        Fees for our SMA services are negotiable and for certain clients may be lower than the
fees indicated above based on factors such as type of client, account size and anticipated
increases in assets under our management, pre-existing relationships or other factors. We
will typically combine certain related client accounts for purposes of calculating a client’s
aggregate account size and/or management fee. Some existing advisory clients are governed
by fee schedules different from those described above and, therefore, those existing clients
may pay higher or lower fees than new clients. Generally, we charge lower or no management
fees to Opal employees and their family members.

                       Pension and Profit-Sharing Consulting Services

         Opal provides pension and profit-sharing consulting services on a non-discretionary
 basis. The rate for pension consulting services is up to 0.50% of the plan assets for which
 Opal is providing such consulting services. These fees are negotiable. Fees are paid quarterly
 in arrears and are calculated by the recordkeeper of the plan’s assets and remitted to Opal.
 The plan Sponsor will obtain consent for fee deduction and will instruct the plan’s recordkeeper
 to deliver account statements. Opal has no authority or access to any Plan account(s) to debit
 the fee.
                                 Opal Sheppard Compensation

         In connection with its services to Opal Sheppard, Opal receives an annual management
 fee of 0.70% of the Opal Sheppard’s initial aggregate capital contributions to its current net
 asset value (NAV), which fluctuates based on the valuation. The management fee is charged
 pro rata to the capital accounts of the investors and paid quarterly in arrears as of the last
 day of each fiscal quarter.

         Additionally, Opal receives an incentive allocation from the Fund equal to twenty-five
 percent (25%) of the net profits of the Fund if net profits are over and above a six percent
 (6%) cumulative hurdle. Such incentive allocation is considered a performance-based fee and
 will only be charged to qualified clients as defined by federal securities laws.

                Outside Compensation For the Sale of Securities to Clients

Neither Opal nor its supervised persons accept any compensation for the sale of securities or
other investment products, including asset-based sales charges or service fees from the sale of
mutual funds.

ITEM 7. TYPES OF CLIENTS

                               Separately Managed Accounts

        Opal provides investment management and financial planning services to individuals,
trusts, estates, charitable organizations and small business owners. Opal does not have a
minimum account size for SMAs.

       Opal contracts directly with some third-party broker-dealers where Opal provides
advisory consulting services to their clients for an asset-based fee.

                     Pension and Profit-Sharing Consulting Accounts

       Opal offers pension and profit-sharing consulting services to qualified and non-qualified
retirement and deferred compensation plans.
                                        Opal Sheppard

        As Opal Sheppard charges an incentive allocation (performance-based compensation),
all investors in the Fund must be qualified clients (as defined under federal securities laws),
provided that the incentive allocation has been waived for any non-qualified client investors
who have been permitted to invest in the Fund.