Rock Point Advisors LLC

Item 5 – Fees and Compensation

A. Fee Schedule for Advisory Services

   Fees related to investment management services are Rock Point Advisors’ sole source of
   income. The fee is calculated as a percentage of assets under management (AUM). Our
   standard management fee schedule is:

                         Assets Under Management           Annual Fee
                        First $500,000                       1.20%
                        Next $500,000                        0.70%
                        Over $1,000,000                      0.50%

   Historical client relationships may be subject to a different fee schedule. Rock Point Advisors’
   fees are separate and in addition to any fees or expenses (including transaction- based fees)
   charged by a custodian or broker. Rock Point Advisors’ fees are also separate and in
   addition to the fees and expenses imbedded within an exchange-traded fund or mutual fund.
   The fee schedule is specified in each client’s Investment Advisory Agreement (“IAA”).

B. Payment of Fees

   Rock Point Advisors typically deducts its investment management fee from the client’s
   investment account(s). Upon engaging Rock Point Advisors to manage their account(s), clients
   grant Rock Point Advisors this limited authority through a written instruction to the
   custodian. The fee is billed in advance on a quarterly basis. A newly managed account is
   charged a fee starting at the end of the first month it is managed to the end of the quarter. The
   fee is based on the value of the account on the last day of the first month. Thereafter, the
   quarterly fee is based on the market value of the account on the last business day of the
   previous quarter. Related accounts are combined for the purpose of calculating an average
   fee level.

   In some cases, Rock Point Advisors will directly bill a client for investment management
   fees if it determines that the billing arrangement is appropriate given the circumstances.

   Negotiability of Fees: Under certain circumstances Rock Point Advisors may charge fees that are
   different than the fees disclosed in our Form ADV Part 2A Brochure.

   Billing on Cash Positions: Rock Point Advisors treats cash and cash equivalents as an asset class.
   Accordingly, unless otherwise agreed, all cash and cash equivalent positions (e.g., money market
   funds, etc.) are included as part of assets under management for purposes of calculating Rock
   Point Advisors’ advisory fee. At any specific point in time, depending upon perceived or
   anticipated market conditions/events (there being no guarantee that such anticipated market
   conditions/events will occur), Rock Point Advisors may maintain cash and/or cash equivalent
   positions for defensive, liquidity, or other purposes. While assets are maintained in cash or cash
   equivalents, such amounts could miss market advances and, depending upon current yields, at
   any point in time, Rock Point Advisors’ advisory fee could exceed the interest paid by the client’s
   cash or cash equivalent positions.

   Billing on Margin: Unless otherwise agreed in writing, the gross amount of assets in the client’s
   account, including margin balances, are included as part of assets under management for purposes
   of calculating Rock Point Advisors’ advisory fee. Clients should note that this practice will
   increase total assets under management used to calculate advisory fees which will in turn increase
   the amount of fees collected by Rock Point Advisors. This practice creates a conflict of interest
   in that Rock Point Advisors has an incentive to use margin in order to increase the amount of
   billable assets. At all times, Rock Point Advisors and its Associated Persons strive to uphold their
   fiduciary duty of fair dealing with clients. Clients are free to restrict the use of margin.

   Periods of Portfolio Inactivity: Rock Point Advisors has a fiduciary duty to provide services
   consistent with the client’s best interest. As part of its investment advisory services, Rock Point
   Advisors will review client portfolios on an ongoing basis to determine if any changes are
   necessary based upon various factors, including but not limited to investment performance,
   account additions/withdrawals, the client’s financial circumstances, and changes in the client’s
   investment objectives. Based upon these and other factors, there may be extended periods of time
   when Rock Point Advisors determines that changes to a client’s portfolio are neither necessary
   nor prudent. Notwithstanding, unless otherwise agreed in writing, Rock Point Advisors’ annual

   investment advisory fee will continue to apply during these periods, and there can be no assurance
   that investment decisions made by Rock Point Advisors will be profitable or equal any specific
   performance level(s).

   IRA Rollover Considerations

   As a normal extension of financial advice, we provide education or recommendations related to
   the rollover of an employer-sponsored retirement plan. A plan participant leaving employment
   has several options. Each choice offers advantages and disadvantages, depending on desired
   investment options and services, fees and expenses, withdrawal options, required minimum
   distributions, tax treatment, and the investor's unique financial needs and retirement plans. The
   complexity of these choices may lead an investor to seek assistance from us.

   An Associated Person who recommends an investor roll over plan assets into an Individual
   Retirement Account (“IRA”) may earn an asset-based fee as a result, but no compensation if
   assets are retained in the plan. Thus, we have an economic incentive to encourage an investor to
   roll plan assets into an IRA. In most cases, fees and expenses will increase to the investor as a
   result because the above-described fees will apply to assets rolled over to an IRA and outlined
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Item 7 – Types of Clients

Rock Point Advisors’ clients include individuals, trusts, partnerships, corporations, retirement
plans, and charitable organizations. Under most circumstances, the minimum investment for a
new relationship is $500,000.