BEDELL FRAZIER INVESTMENT COUNSELLING, LLC.

Part 2A of Form ADV: Firm Brochure March 2025 Two Walnut Creek Center Firm Contact: 200 Pringle Ave, Suite 555 Meredith Rosen Walnut Creek, CA 94596 Chief Compliance Officer www. bedellfrazier.com (925) 932-0344 This brochure provides information about the qualifications and business practices of Bedell Frazier Investment Counselling LLC. If you have any questions about the contents of this brochure, please contact us at 925-932-0344. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Bedell Frazier Investment Counselling LLC is available on the SEC's website at www.adviserinfo.sec.gov by searching CRD #107326. Bedell Frazier Investment Counselling LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. Item 2: Summary of Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information  becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Generally, Bedell Frazier Investment Counselling LLC will notify clients of material changes on an annual basis. However, where we determine that an interim notification is either meaningful or required, we will notify our clients promptly. In either case, we will notify our clients in a separate document. Since our last annual updating amendment filed on March 28, 2024, we have the following material changes to report. • Our firm has added and updated our financial affiliates. Please reach out to Bedell Frazier Investment Counseling LLC for additional information or questions. • Our firm has updated our indirect owners. Please reach out to Bedell Frazier Investment Counselling LLC for additional information or questions. Some of our firm’s personnel have updated their positions within the firm, including Michael • Frazier as Chairman, Meredith Rosen as President (who still remains Chief Compliance Officer) and Michael Harris as Chief Investment Officer. Please reach out to Bedell Frazier Investment Counselling LLC for additional information or questions. ADV Part 2A – Firm Brochure Page 2 of 22 Bedell Frazier Investment Counselling, LLC  Item 3: Table of Contents Item 2: Summary of Material Changes ................................................................................................................................. 1 Item 3: Table of Contents ......................................................................................................................................................... 3 Item 4: Advisory Business ......................................................................................................................................................... 4 Item 5: Fees and Compensation ............................................................................................................................................ 6 Item 6: Performance-Based Fees and Side-By-Side Management ............................................................................ 7 Item 7: Types of Clients ............................................................................................................................................................. 8 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ...................................................................... 8 Item 9: Disciplinary Information ........................................................................................................................................... 14 Item 10: Other Financial Industry Activities and Affiliations.......................................................................................... 14 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...................... 14 Item 12: Brokerage Practices ................................................................................................................................................... 15 Item 13: Review of Accounts.................................................................................................................................................... 19 Item 14: Client Referrals and Other Compensation ........................................................................................................ 20 Item 15: Custody ......................................................................................................................................................................... 20 Item 16: Investment Discretion .............................................................................................................................................. 22 Item 17: Voting Client Securities ........................................................................................................................................... 22 Item 18: Financial Information ................................................................................................................................................ 22 ADV Part 2A – Firm Brochure Page 3 of 22 Bedell Frazier Investment Counselling, LLC  Item 4: Advisory Business Bedell Frazier Investment Counselling LLC is a registered investment adviser based in Walnut Creek, CA. We are organized as a limited liability company under the laws of the State of California. We have been providing investment advisory services since 1975. BlueSpring Wealth Partners, LLC is our sole owner. Currently, we offer the following investment advisory services, which are personalized to each individual client: • Comprehensive Portfolio Management Services • Retirement Plan Consulting The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words “we,” “our” and “us” refer to Bedell Frazier Investment Counselling LLC and the words “you,” “your” and “client” refer to you as either a client or prospective client of our firm. In addition, you may see the term Associated Person throughout this brochure. As used in this brochure, our Associated Persons are our firm’s officers, employees, and all individuals providing investment advice on behalf of our firm. Types of Advisory Services Offered Comprehensive Portfolio Management Services. As part of our Comprehensive Portfolio Management service clients will be provided asset management and financial planning or consulting services. This service is designed to assist clients in meeting their financial goals through the use of a financial plan or consultation. Our firm conducts client meetings to understand their current financial situation, existing resources, financial goals, and tolerance for risk. Based on what is learned, an investment approach is presented to the client, consisting of individual stocks, bonds, ETFs, options, mutual funds and other public and private securities or investments . Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. Upon client request, our firm provides a summary of observations and recommendations for the planning or consulting aspects of this service. Retirement Plan Consulting. Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, ADV Part 2A – Firm Brochure Page 4 of 22 Bedell Frazier Investment Counselling, LLC  monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising may include: • Establishing an Investment Policy Statement – Our firm will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. • Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. • Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. • Participant Education – Our firm will provide opportunities to educate plan participants about their retirement plan offerings, different investment options, and general guidance on allocation strategies. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement cons ulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Tailoring of Advisory Services Our firm offers individualized investment advice to our Comprehensive Portfolio Management clients. ADV Part 2A – Firm Brochure Page 5 of 22 Bedell Frazier Investment Counselling, LLC  Each Comprehensive Portfolio Management client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Regulatory Assets Under Management. As of December 31, 2024, we manage $805,092,901.75 in client assets on a discretionary basis and $0 on a non-discretionary basis. Item 5: Fees and Compensation Compensation for Our Advisory Services. Comprehensive Portfolio Management Services: The maximum annual fee charged for this service will not exceed 1.25%. Fees to be assessed will be outlined in the advisory agreement signed by the Client. Annualized fees are billed on a pro -rata basis quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Our firm bills on cash balances unless otherwise agreed. Fees are negotiable and will be deducted directly from your account through the qualified custodian holding your funds and securities. In rare cases, our firm will agree to directly invoice. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We will also receive a duplicate copy of your account statements. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee or to meet minimum account size and/or minimum annual fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. We encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian, please call our main office number located on the cover page of this brochure. ADV Part 2A – Firm Brochure Page 6 of 22 Bedell Frazier Investment Counselling, LLC  Retirement Plan Consulting. Our Retirement Plan Consulting services are billed a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. Fees based on a percentage of managed Plan assets will not exceed 1.25%. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Other Types of Fees & Expenses. Clients will incur transaction fees for trades executed by their chosen custodian via individual transaction charges. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. Schwab and Utah 529 Plan do not charge transaction fees for U.S. listed equities and exchange traded funds. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees, initial or deferred sales charges, mutual fund sales loads, 12b-1 fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Our firm does not receive a portion of these fees . Termination & Refunds. Either party may terminate the advisory agreement signed with our firm for Comprehensive Portfolio Management services in writing at any time. Upon notice of termination our firm will process a pro -rata refund of the unearned portion of the advisory fees c harged in advance. Commissionable Securities Sales. Our firm and representatives do not sell securities for a commission in advisory accounts. Item 6: Performance-Based Fees and Side-By-Side Management Our firm does not charge performance-based fees. ADV Part 2A – Firm Brochure Page 7 of 22 Bedell Frazier Investment Counselling, LLC  Item 7: Types of Clients We offer investment advisory services to individuals, trusts, estates, charitable organizations, corporations, pensions and profit-sharing plans, and other business entities. In general, we require a minimum of $500,000 (or a minimum annual fee of $6,000 per household) to open and maintain an advisory account. At our discretion, we may waive this minimum account size. For example, we may waive the minimum if you appear to have significant potential for increasing your assets under our management. We may also combine account values for you and y our minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis. We use the following methods of analysis in formulating our investment advice and/or managing client assets: • Fundamental Analysis involves analyzing individual companies and their industry groups, such as a company’s financial statements, details regarding the company’s product line, the experience, and expertise of the company’s management, and the outlook for the company’s industr y. The resulting data is used to measure the true value of the company’s stock compared to the current market value. The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. • Charting and Technical Analysis involves the gathering and processing of price and volume information for a particular security. This price and volume information is analyzed using mathematical equations. The resulting data is then applied to graphing charts, which is used to predict future price movements based on price patterns and trends. Technical Analysis involves studying past price patterns and trends in the financial markets to predict the direction of both the overall market and specific stocks. The risk of market timing based on technical analysis is that charts may not accurately predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. ADV Part 2A – Firm Brochure Page 8 of 22 Bedell Frazier Investment Counselling, LLC  Investment Strategies We Use. We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: • Long Term Purchases are securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Long -term purchases may be affected by unforeseen long-term changes in the company in which you are invested or in the overall market. • Option Writing is a securities transaction that involves selling an option. An option is the right, but not the obligation, to buy or sell a particular security at a specified price before the expiration date of the option. When an investor sells an option, he or she must deliver to the buyer a specified number of shares if the buyer exercises the option. The seller pays the buyer a premium (the market price of the option at a particular time) in exchange for writing the option. • Short Term Purchases are securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities’ short-term price fluctuations. We may recommend this strategy occasionally wh en we determine that it is suitable given your stated investment objectives and tolerance for risk. • We may use Short-Term Trading (in general, selling securities within 90 days of purchasing the same securities) as an investment strategy when managing your account(s). Short -term trading is not a fundamental part of our overall investment strategy, but we may use this strategy occasi onally when we determine that it is suitable given your stated investment obj ectives and tolerance for risk. Tax Considerations. Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. Moreover, as a result of revised IRS regulations, custodians and broker -dealers will begin reporting the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian will default to the Tax Optimization accounting method for calculating the cost basis of your investments with the exception of mutual funds which will use the average cost method. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor ADV Part 2A – Firm Brochure Page 9 of 22 Bedell Frazier Investment Counselling, LLC  believes another accounting method is more advantageous, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of Loss. Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Recommendation of Particular Types of Securities. We primarily recommend certificates of deposit, municipal securities, US Government securities, equity securities, corporate debt securities, commercial paper, investment company securities, warrants, and options contracts on securities. However, we may recommend other types of investments as appropriate for you since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Certificates of Deposit: Certificates of deposit are generally the safest type of investment since they are insured by the federal government up to a certain amount. However, because the returns are generally very low, it's possible for inflation to outpace the return. Likewise, U S Government securities are backed by the full faith and credit of the United States government but it's also possible for the rate of inflation to exceed the returns. Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is use d to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to ADV Part 2A – Firm Brochure Page 10 of 22 Bedell Frazier Investment Counselling, LLC  maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to: the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, more well established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and ETFs: Mutual funds and exchange traded funds (ETFs) are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short - term money market instruments, other mutual funds, other securities or any combin ation thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. Exchange traded funds differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. Options and Warrants: Options are complex securities that involve risks and are not suitable for everyone. Option trading can be speculative in nature and carry substantial risk of loss. It is generally recommended that you only invest in options with risk capital. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a certain date (the "expiration date"). The main difference between warrants and call options is t hat warrants are issued and guaranteed by the issuing company, whereas options are traded on an exchange and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. The two types of options are calls and puts: • A call gives the holder the right to buy an asset at a certain price within a specific period of time. Calls are similar to having a long position on a stock. Buyers of calls hope that the stock will increase substantially before the option expires. ADV Part 2A – Firm Brochure Page 11 of 22 Bedell Frazier Investment Counselling, LLC  • A put gives the holder the right to sell an asset at a certain price within a specific period of time. Puts are very similar to having a short position on a stock. Buyers of puts hope that the price of the stock will fall before the option expires. Selling options is more complicated and can be even riskier. The option trading risks pertaining to options buyers are: • Risk of losing your entire investment in a relatively short period of time. • The risk of losing your entire investment increases if, as expiration nears, the stock is below the strike price of the call (for a call option) or if the stock is higher than the strike price of the put (for a put option). • European style options which do not have secondary markets on which to sell the options prior to expiration can only realize its value upon expiration. • Specific exercise provisions of a specific option contract may create risks. • Regulatory agencies may impose exercise restrictions, which stops you from realising value. The option trading risks pertaining to options sellers are: • Options sold may be exercised at any time before expiration. • Covered Call traders forgo the right to profit when the underlying stock rises above the strike price of the call options sold and continues to risk a loss due to a decline in the underlying stock. • Writers of Naked Calls risk unlimited losses if the underlying stock rises. • Writers of Naked Puts risk unlimited losses if the underlying stock drops. • Writers of naked positions run margin risks if the position goes into significant losses. Such risks may include liquidation by the broker. • Writers of call options can lose more money than a short seller of that stock on the same rise on that underlying stock. This is an example of how the leverage in options can work against the option trader. ADV Part 2A – Firm Brochure Page 12 of 22 Bedell Frazier Investment Counselling, LLC  • Writers of Naked Calls are obligated to deliver shares of the underlying stock if those call options are exercised. • Call options can be exercised outside of market hours such that effective remedy actions cannot be performed by the writer of those options. • Writers of stock options are obligated under the options that they sold even if a trading market is not available or that they are unable to perform a closing transaction. • The value of the underlying stock may surge or ditch unexpectedly, leading to automatic exercises. Other option trading risks are: • The complexity of some option strategies is a significant risk on its own. • Option trading exchanges or markets and option contracts themselves are open to changes at all times. • Options markets have the right to halt the trading of any options, thus preventing investors from realizing value. • Risk of erroneous reporting of exercise value. • If an options brokerage firm goes insolvent, investors trading through that firm may be affected. • Internationally traded options have special risks due to timing across borders. • Risks that are not specific to options trading include: market risk, sector risk and individual stock risk. Option trading risks are closely related to stock risks as stock opti ons are a derivative of stocks. Description of Material, Significant or Unusual Risks Our firm generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately, our firm tries to achieve the highest return on client cash balances through relatively low -risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account so that our firm may debit advisory fees for our services related to our Comprehensive Portfolio Management services, as applicable. ADV Part 2A – Firm Brochure Page 13 of 22 Bedell Frazier Investment Counselling, LLC  Item 9: Disciplinary Information Bedell Frazier Investment Counselling LLC has been registered and providing investment advisory services since 1975. Neither our firm nor any of our Associated Persons has any reportable disciplinary information. Item 10: Other Financial Industry Activities and Affiliations BlueSpring Wealth Partners, LLC is our sole owner. BlueSpring is the principal owner of numerous RIAs, all of whom our firm has disclosed in our ADV Part 1. Aside from the ownership, our firm has no business or operational ties to these other firms that could create any conflicts of interest. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics. We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non - public information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions. Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices. Our firm or persons associated with our firm may buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we ADV Part 2A – Firm Brochure Page 14 of 22 Bedell Frazier Investment Counselling, LLC  have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our Associated Persons nor we shall have priority over your account in the purchase or sale of securities. Our firm or persons associated with our firm may buy or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. We may also combine our orders to purchase securities with your orders to purchase securities (“block trading”). Please refer to the “Brokerage Practices” section in this brochure for information on our block trading practices. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our Associated Persons nor we shall have priority over your account in the purchase or sale of securities. Item 12: Brokerage Practices Although we do not exercise discretion to select brokerage firms on your behalf, we typically recommend the custodial services of Charles Schwab & Co., Inc. (“Schwab”) member FINRA/SIPC and Utah 529 Plan. Commissions and execution of securities transactions implemented through Schwab Institutional or Utah 529 Plan may not be better than commissions or execution available if you used another brokerage firm. However, we believe that the overall level of services and support provided to our clients by these fi rms outweighs the potentially lower costs that may be available from other brokerage service providers. We participate in the Schwab Advisor Services™ (formerly called Schwab Institutional®). Schwab Advisor Services™ is a division of Charles Schwab & Co., Inc. (“Schwab”). Schwab and Utah 529 Plan are independent and unaffiliated SEC-registered broker-dealers. Schwab Advisor Services™. We do not maintain custody of your assets that we manage or on which we advise, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15 – Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker/dealer or bank. We recommend that our clients use Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, member SIPC, as a qualified custodian. We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we instruct them to. While we may recommend that you use Schwab as custodian/broker, you will decide whether to do so and will ope n your account with Schwab by entering into an account agreement directly with them. We do not open the account for you, although we may assist you in doing so. ADV Part 2A – Firm Brochure Page 15 of 22 Bedell Frazier Investment Counselling, LLC  Not all advisors require their clients to use a particular broker -dealer or other custodian selected by the advisor. Even if your account is maintained at Schwab, we can still use other brokers to execute trades for your account as described below (see “Your Brokerage and Custody Costs”). How We Select Brokers/Custodians. We seek to use a custodian/broker who will hold your assets and execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others: • Combination of transaction execution services and asset custody service s (generally without a separate fee for custody) • Capability to execute, clear, and settle trades (buy and sell securities for your account) • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of available investment products (stocks, bonds, mutual funds, exchange -traded funds, ETFs, etc.) • Availability of investment research and tools that assist us in making investment decisions • Quality of services • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Reputation, financial strength, and stability • Prior service to us and our other clients • Availability of other products and services that benefit us, as discussed below (see “ Products and Services Available to Us From Schwab”) Your Brokerage and Custody Costs. For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it ADV Part 2A – Firm Brochure Page 16 of 22 Bedell Frazier Investment Counselling, LLC  executes or that settle into your Schwab account. This commitment benefits you because the overall commission rates you pay are lower than they would be otherwise. In addition to commissions, Schwab charges you a flat dollar amount as a “prime broker” or “ trade away” fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Schwab account. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. We have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How We Select Brokers/Custodians”). Research and Other Soft Dollar Benefits. Schwab: Schwab Advisor Services™ (formerly called Schwab Institutional®) is Schwab’s business serving independent investment advisory firms like us. They provide us and our clients with access to its institutional brokerage— trading, custody, reporting, and related services—many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services generally are available on an unsolicited basis (we don’t have to request them) and at no charge to us as long as our clients collectively maintain a total of at least $10 million of their assets in accounts at Schwab. If our clients collectively have less than $10 million in assets at Schwab, Schwab charges us quarterly service fees of $1,200. Following is a more detailed description of Schwab’s support services: Services That Benefit You. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not other wise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services That Do Not Directly Benefit You. Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or a sub stantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: ADV Part 2A – Firm Brochure Page 17 of 22 Bedell Frazier Investment Counselling, LLC  • Provide access to client account data (such as duplicate trade confi rmations and account statements • Facilitate trade execution and allocate aggregated trade orders for multiple client accounts • Provide pricing and other market data • Facilitate payment of our fees from our clients’ accounts • Assist with back-office functions, recordkeeping, and client reporting Services That Generally Benefit Only Us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology, compliance, legal, and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers Schwab provides some of these services itself. In other cases, it will arrange for third -party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pay all or a part of a third party’s fees. Schwab also provides us with other benefits, such as occasional business entertainment of our personnel. Our Interest in Schwab’s Services. The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don’t have to pay for Schwab’s services so long as our clients collectively keep a total of at least $10 million of their assets in accounts a t Schwab. Beyond that, these services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. The $10 million minimum give s us an incentive to recommend that you maintain your account with Schwab, based on our interest in receiving Schwab’s services that benefit our business rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “ How We Select Brokers/Custodians”) and not Schwab’s services that benefit only us. ADV Part 2A – Firm Brochure Page 18 of 22 Bedell Frazier Investment Counselling, LLC  Brokerage for Client Referrals. Our firm does not receive brokerage for client referrals. Directed Brokerage. In some circumstances, where a client has not previously made custodial arrangements, we may suggest that the client use a particular broker-dealer to act as custodian for the funds and securities we manage. In those cases, we generally only recommend broker-dealers capable of acting as a “prime broker.” Under “prime broker” arrangements, the firm may, on a transaction -by-transaction basis, either use the “prime broker”/custodian or select other broker-dealers, who will execute transactions for settlement into the client’s “prime brokerage” account. In making suggestions as to “prime broker”/custodians, we will consider, among other things, the clearance and settlement capabilities of the broker-dealer where other broker-dealers execute transactions, the broker-dealer’s ability to provide effective and efficient reporting to the client and our firm, the broker -dealer’s reliability and financial stability, and the likelihood that the broker-dealer will often be chosen as executing broker-dealer on the basis of the considerations described above, including the prospects that the broker -dealer will provide valuable research services and products. Aggregation of Purchase or Sale. We combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as “block trading”). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion regarding factual and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. Item 13: Review of Accounts Each of the advisor accounts is reviewed weekly, at least. The financial markets and the account holdings are reviewed on a daily basis. Economic changes, changes in a specific security or changes in the client’s situation result in a comprehensive review. Accounts domiciled at a brokerage firm normally receive monthly statements. All accounts receive a quarterly statement produced by Bedell Investment Counselling, LLC, and a ADV Part 2A – Firm Brochure Page 19 of 22 Bedell Frazier Investment Counselling, LLC  quarterly individual meeting is held if client is accessible. Clients receive statements of their account quarterly showing the account holdings, current market value, costs and indicated income. We will review your financial plan only at your request. Otherwise, we do not review your financial plan. We do not provide any regular written reports to you regarding your financ ial plan. Item 14: Client Referrals and Other Compensation Schwab. We receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors that have their clients maintain accounts at Schwab. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability to us of Schwab’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Please refer to the Brokerage Practices section above for disclosures on referrals, research, and other benefits we may receive resulting from our relationships with Schwab. Referral Fees. In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not provide cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or endorsements (which include client referrals). Item 15: Custody As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker -dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your ADV Part 2A – Firm Brochure Page 20 of 22 Bedell Frazier Investment Counselling, LLC  custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. We will also provide statements to you reflecting the amount of advisory fee deducted from your account. You should compare our statements with the statements from your account custodian(s) to reconcile the information reflected on each statement. If you have a question regarding your account statement, or if you did not receive a statement from your custodian, please contact us directly at the telephone number on the cover page of this brochure. Third Party Money Movement. The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with our custodian, Schwab and Utah 529 Plan. • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. • The client has the ability to terminate or change the instruction to the client’s qualified custodian. • The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. • The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. ADV Part 2A – Firm Brochure Page 21 of 22 Bedell Frazier Investment Counselling, LLC  • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16: Investment Discretion Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement, a limited power of attorney, and/or trading authorization forms. You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. You may specify investment objectives, guidelines, and/or impose certain conditions or investment parameters for your account(s). For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Please refer to the “Advisory Business” section in this brochure for more information on our discretionary management services. Item 17: Voting Client Securities We will not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of applicable securities, you are responsible for exercising your right to vote as a shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitation to vote proxies. Our firm does accept class action materials related to your advisory account holdings. We utilize a third - party vendor to complete and submit these materials on your behalf. Item 18: Financial Information Our firm does not have any financial condition or impairment that would prevent us from meeting our contractual commitments to you. We do not take physical custody of client funds or securities, or serve as trustee or signatory for client accounts, and, we do not require the prepayment of more than $1,200 in fees six or more months in advance nor have we filed a bankruptcy petition at any time in the past ten years. Therefore, we are not required to include a financia l statement with this brochure. ADV Part 2A – Firm Brochure Page 22 of 22 Bedell Frazier Investment Counselling, LLC