Badgley Phelps Wealth Managers LLC

Item 5 – Fees and Compensation

Badgley Phelps’ standard advisory fee schedule for new accounts is as follows:

 Portfolio Value at Market:                          Annual Fee:

 First $5,000,000                                    0.90%

 Next $5,000,000                                     0.70%

 Amount over $10,000,000                             0.50%

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Each new client investment advisory agreement with Badgley Phelps establishes the agreed-upon fee
schedule. Fees are computed on the market value of portfolio assets less non-supervised assets as of
the date of the most recent portfolio review. Likewise, fees are also established and computed for
services provided to held-away accounts and are based on the market value of the held-away assets
as of the date of the most recent portfolio review. Clients are charged once every three months for
wealth and investment advisory services. In any partial calendar quarter, fees are prorated based on
the number of days in which the account is open during the quarter. All securities identified as
supervised assets, which may include cash, accrued dividends, and securities purchased on margin are
included in the valuation for billing purposes. Badgley Phelps requires a minimum investment
portfolio(s) of $1,000,000 per client household, but this minimum can be waived under certain
situations. Some clients might pay a fixed amount or hourly fee due to special circumstances,
including, but not limited to, the type of investment or financial planning work conducted by our firm.

Fee schedules and minimum account sizes are negotiable. Fees vary from the current fee schedules
listed above due to the particular circumstances of the client, the type of investment or financial
services provided, or as otherwise negotiated. Examples of these circumstances can include the
account inception date, the existence of other accounts managed by Badgley Phelps, account size,
minimum annual fee, and/or as otherwise negotiated. Discounts not generally available to our
advisory clients are also offered to family members or associated persons of our firm.

Clients have the option to pay our fee via check or funds transfer. Additionally, with written client
authorization, Badgley Phelps will deduct the advisory fee directly from the client’s custodian account.
For held-away accounts, with written client authorization, the fee is deducted from another client
custodial account managed by Badgley Phelps or the client is directly invoiced the fee. Each fee
payment deducted from the client’s custodial account is reported on the client’s account statement
prepared by and sent from the client’s qualified custodian.

Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. A client can
terminate our services for any reason. We appreciate written notice when terminating. The client’s
final fee is adjusted pro rata to the termination date with reimbursement to the client or the client’s
custodial account for any amounts due to be refunded. Any earned, unpaid fees will be due and
payable at account termination.

Badgley Phelps’ advisory fees are exclusive of brokerage commissions, custodial fees, transaction fees,
regulatory fees, exchange fees, legal fees, accounting fees, and other related costs and expenses. Some
examples of these fees include broker trade commissions, trust and custodial expenses, attorney and
estate fees, accounting and tax preparation fees, settlement fees, sales charges, transfer taxes, foreign
taxes, wire transfer and electronic funds transfer fees, and other fees and taxes on security transactions
and custodial accounts. Additionally, mutual funds, exchange traded funds and exchange traded notes
charge internal management fees which are disclosed in each fund’s prospectus. All such charges, fees
and commissions are exclusive of and in addition to Badgley Phelps’ advisory fee. Badgley Phelps does

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not receive payment resulting from these commissions, fees, costs and expenses. See “Item 12 –
Brokerage Practices” for additional information regarding Badgley Phelps’ brokerage practices.

We offer clients the option of obtaining certain financial solutions from unaffiliated third-party financial
institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates,
“UPTIQ”). Focus Financial Partners, LLC (“Focus”) is a minority investor in UPTIQ, Inc. UPTIQ is
compensated by sharing in the revenue earned by such third-party financial institutions for serving
our clients. The revenue paid to UPTIQ also benefits UPTIQ, Inc.’s investors, including Focus, our parent
company. When legally permissible, UPTIQ also shares a portion of this earned revenue with our
affiliate, Focus Solutions Holdings, LLC (“FSH”). For securities-backed lines of credit (“SBLOCs”) made
to our clients, UPTIQ will share with FSH up to 75% of all revenue it receives from such third-party
financial institutions. For other loans (except residential mortgage loans) made to our clients, UPTIQ
will share with FSH up to 25% of all revenue it receives from such third-party financial institutions. For
cash management products and services provided to our clients, UPTIQ will share with FSH up to 33%
of all revenue it receives from the third-party financial institutions and other intermediaries that
provide administrative and settlement services in connection with this program. Although the amount
of these revenue-sharing payments to FSH is not charged directly in the calculation of the interest rate
paid by clients on credit solutions facilitated by UPTIQ or the yield earned by clients on cash
management solutions facilitated by UPTIQ, the compensation earned by UPTIQ is an expense of the
third-party financial institutions that informs the interest rate paid by clients on credit solutions and
the yield earned by clients on cash management solutions. FSH distributes this revenue to us when
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Item 7 – Types of Clients

Badgley Phelps currently provides wealth and investment management services to individuals, trusts,
estates, corporations, pension and profit-sharing plans, charitable institutions, foundations, and
endowments. We require a minimum investment portfolio(s) of $1,000,000 per client household but
this minimum can be waived under certain circumstances.