Waypoint Wealth Counsel LLC

Item 5 – Fees and Compensation
Portfolio Management and Retirement Advisory Service Fees
Portfolio management fees are calculated as a percentage of assets under management and are typically
payable monthly or quarterly, in arrears or advance depending on the agreement terms, based on the
applicable month-end or quarter-end account value. In some cases, such as the Waypoint Private Access
Funds, as set forth in their operating agreements, fees will be based on the most recent Partnership net asset

value (“NAV”) as reported by the General Partner. Fees will be directly debited from the account, in
accordance with the client authorization form required by the custodian. In limited circumstances,
depending on the client circumstance and agreement, fees may be paid by client check or wire. Below is the
standard client fee schedule:
                                                                 Market Value of Investment
                           Annual Percentage Fee                 Capital Under Management
                        1.00% on the first                               $10,000,000
                        0.75% on the next                                $10,000,000
                        0.50% above                                      $20,000,000
The minimum account value is generally set at $2,000,000. Portfolios are subject to a $15,000 minimum
annual fee per household which can exceed our highest published 1.0% annual fee rate.
Waypoint reserves the right to negotiate fees. Some clients pay more or less than others depending on
certain factors, such as the type and size of the account, and existence of related accounts. The negotiated fee
is specified in the agreement between Waypoint and the client.
Separate Account Manager Fees
In instances where the services of a Separate Account Manager are utilized, the Separate Account Manager
fees will be charged in addition to Waypoint’s fee and will be detailed in the Management Agreement signed
by the client.
Private Fund Fees
Waypoint provides investment advisory services to private investment funds (Waypoint Private Access
funds or Fund).
For Waypoint clients, the client assets invested in the private fund are included in the client’s assets under
management and subject to the client fee schedule discussed above. Waypoint does not charge a separate
fund management fee to its client investors.
For non-Waypoint clients, the investor is charged a fund management fee. During the investment period,
the Management Fee is generally .25% to 1.00% based on each investor’s capital commitment, and
following the investment period, it is generally 20% to .90% based on each investor’s proportionate share
of the Fund’s net asset value. A portion of the management fee attributable to non-Waypoint client investors
is paid to Waypoint through a co-investment management arrangement. The Funds pay fees and expenses,
which are borne indirectly by its investors. For certain non-Waypoint client investors, the Fund pays an
annual management fee to Waypoint pursuant to applicable investment management agreements. The
Management Fee is calculated and payable quarterly in advance and varies based the state of the Fund’s
lifecycle.
The Fund pays a performance-based fee in the form of carried interest to the General Partner and certain
affiliates of the Fund. After achieving investors return of invested capital and achieving a preferred return,
the Fund pays a carried interest distribution to the General Partner which, for non-Waypoint clients, is
shared with Waypoint.
The Fund invests in underlying investment vehicles (Underlying Funds). As a result, investors indirectly
bear their pro rata share of management fees charged by Underlying Fund managers and performance-
based compensation at the Underlying Fund level. The Fund is responsible for all organizational and
offering expenses; legal, accounting, and audit fees; administrative and operational expenses; and
transaction-related costs. The fees and expenses applicable to a particular Fund are set forth in detail in the
Fund’s offering documents. Investors should review all fees charged by Waypoint and others to fully
understand the total amount of fees to be borne by a Fund, and, indirectly, by its investors.

Referrals to Other Investment Advisers
Waypoint will refer clients to another investment adviser that provides an options-based strategy when a
client desires certain risk-hedging solutions. This option strategy includes covered call spreads and collar
strategies. An option is a contract that gives the buyer the right, but not the obligation to buy or sell a
security at a specific price on or before a certain date. An option is a security. An option is also a derivative
because it derives its value from an underlying asset. The strategy uses options to “hedge” the ownership
of the underlying security, in other words, the investment manager will use an option purchase to limit the
potential upside and downside of a security. The strategy uses a “collar strategy,” in which the investment
manager executes two or more option contracts. A put option that buys and a call option that sells the same
underlying security. This puts the investment on both sides of the market with the ability to vary price, time,
and other factors. A risk of collar strategies is that the ability to fully profit from a price swing is limited.
When a client participates in the options-based strategy, Waypoint will charge a separate advisory fee.
Typically, the fee is billed quarterly based on the notional value of the options and is debited from the option
account. Waypoint reserves the right to negotiate the fee on a case-by-case basis. The fee is separate from
other Waypoint individual portfolio and retirement advisory fees listed above. When recommending other
investment advisers, Waypoint will charge a separate client fee from the fee charged by the other
investment adviser.
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Item 7 – Types of Clients
Waypoint provides portfolio management services to individuals, high net worth individuals, pensions,
foundations, public, profit-sharing, trusts, estates, and charitable organizations.