Waypoint Strategic Advisors LLC

Item 5: Fees and Compensation
 Method of Compensation and Fee Schedule
  ASSET MANAGEMENT
  WSA offers direct asset management services to advisory Clients. WSA charges an annual
  investment advisory fee based on the total assets under management as follows:

              Assets Under Management                               Annual Fee
                   Up to $499,999                                     1.5%
                 $500,000 - $999,999                                  1.0%
               $1,000,000 - $1,999,999                                .90%
               $2,000,000 - $2,999,999                                .80%
               $3,000,000 - $3,999,999                                .70%
               $4,000,000 - $4,999,999                                .60%
                 $5,000,000 or more                                   .50%

  This is a flat fee/breakpoint fee schedule, the entire portfolio is charged the same asset
  management fee. For example, a Client with $750,000 under management would pay
  $7,500 on an annual basis. $750,000 x 1.00% = $7,500.
  The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type
  of assets, anticipated future earning capacity, anticipated future additional assets, dollar
  amounts of assets to be managed, related accounts, account composition, negotiations
  with Clients, etc.). Fees are billed quarterly in advance based on the amount of assets
  managed as of the close of business on the last business day of the previous quarter.
  Lower fees for comparable services may be available from other sources. Clients may

                                 Waypoint Strategic Advisors, LLC

terminate their account within five (5) business days of signing the Investment Advisory
Agreement with no obligation and without penalty. After the initial five (5) business days,
the agreement may be terminated by WSA with thirty (30) days written notice to Client
and by the Client at any time with written notice to WSA. 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 WSA. Additionally, all unearned
fees will be refunded to the Client. Client shall be given thirty (30) days prior written
notice of any increase in fees. Any increase in fees will be acknowledged in writing by
both parties before any increase in said fees occurs.
ERISA PLAN SERVICES
The annual fee for plan services will be charged as a percentage of the included assets
within the plan and will not exceed 1%. Typically, the annual fee will be 75% of the above
quoted fees for asset management services, but generally not higher than 1% for accounts
set up through the RPSP’s.
The annual fee is negotiable and may be charged as a percentage of the Included Assets.
Fees may be charged quarterly in advance based on the assets as calculated by the
custodian or record keeper of the Included Assets (without adjustments for anticipated
withdrawals by Plan participants or other anticipated or scheduled transfers or
distribution of assets). If the services to be provided start any time other than the first day
of a quarter or month, the fee will be prorated based on the number of days remaining in
the quarter or month. If this Agreement is terminated prior to the end of the billing cycle,
WSA shall be entitled to a prorated fee based on the number of days during the fee period
services were provided or Client will be due a prorated refund of fees for days services
were not provided in the billing cycle.
The fee schedule, which includes compensation of WSA for the services is described in
detail in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees,
however the Plan Sponsor may elect to pay the fees. Client may elect to be billed directly
or have fees deducted from Plan Assets. WSA does not reasonably expect to receive any
additional compensation, directly or indirectly, for its services under this Agreement. If
additional compensation is received, WSA will disclose this compensation, the services
rendered, and the payer of compensation. WSA will offset the compensation against the
fees agreed upon under the Agreement.
FINANCIAL PLANNING and CONSULTING
Financial planning fees will be charged as a fixed fee, typically ranging from $1,500 to
$15,000, depending on the nature and complexity of each client’s circumstances. Clients
with assets managed by WSA receive investment planning, which may encompass a
number of the financial planning topics described above. Such clients may engage WSA
for additional planning services beyond the scope of the Investment Advisory Agreement,
which would require an hourly rate of $150 per hour. Hourly fees are due and billable as
earned. As described in Item 10 of this brochure, individuals associated with WSA are
insurance agents. Although clients are not required to engage these individuals for the
implementation of financial planning recommendations, these individuals may receive

                                Waypoint Strategic Advisors, LLC

  commissions if a client does utilize these separate services. WSA may offset any
  commissions received for the sale of products through these individuals against financial
  planning fees owed by a client, at WSA’s discretion.
 Client Payment of Fees
  Investment management and qualified plan fees are billed quarterly, in advance, meaning
  that we invoice you before the three-month billing period has started. Payment in full is
  expected upon invoice presentation. Fees are usually deducted from a designated client
  account to facilitate billing. The client must consent in advance to direct debiting of their
  investment account.
  Fees for financial plans are due when services are earned.
 Additional Client Fees Charged
  Custodians may charge transaction fees on purchases or sales of certain mutual funds and
...

Item 7: Types of Clients
 Description
  WSA generally provides investment advice to individuals, pension and profit sharing
  plans and corporations.
  Client relationships vary in scope and length of service.
 Account Minimums
  WSA requires a minimum of $100,000 of assets under management for investment
  management services. Complete fixed income portfolios generally require a minimum
  investment of $200,000 although individual bonds may be purchased.