BERKELEY, INC

Item 1 – Cover Page Berkeley, Inc. 3778 Plantation River Drive, Suite 102 Boise, ID 83703 www.berkeleyinc.com Phone: (208) 853-6980 E-Mail: megan@berkeleyinc.com April 28, 2025 Form ADV Part 2A Brochure Berkeley, Inc. is an investment adviser registered with the Securities and Exchange Commission (hereinafter “SEC”). An "investment adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. This brochure provides information about the qualifications and business practices of Berkeley, Inc. If you have any questions about the contents of this brochure, please contact us at (208) 853-6980 or at megan@berkeleyinc.com. 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 Berkeley, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov.  Berkeley, Inc. Form ADV Part 2A Page 2 Item 2 - Material Changes Revised: April 28, 2025 The purpose of this page is to inform you of any material changes since the previous version of this brochure. This is our firm’s first brochure and therefore we have not made any material changes. We review and update our brochure at least annually to make sure that it remains current. Annual Update: On March 10, 2025, we filed our annual updating amendment for fiscal year end 2024. We updated Item 4 of our Form ADV Part 2A Brochure to disclose discretionary assets under management of approximately $593,496,106, and non-discretionary assets under management of approximately $2,362,105. Material Changes Since the Last Update: The following material changes have been made since the last update: • We have added a new disclosure in Item 10 “Other Financial Industry Activities or Affiliations” • We have expanded the disclosures pertaining to Brokerage Practices in Item 12 (Use of Schwab as a custodial broker dealer, Directed Brokerage and Aggregation of Orders). • We have expanded our proxy voting disclosures in Item 17. Full Brochure Available: Whenever you would like to receive a complete copy of our Firm Brochure, please contact us by phone at 208-853-6980 or by e-mail at megan@berkeleyinc.com.  Berkeley, Inc. Form ADV Part 2A Page 3 Item 3 - Table of Contents Contents Item 1 – Cover Page .................................................................................................................................. 1 Item 2 - Material Changes ......................................................................................................................... 2 Item 3 - Table of Contents ........................................................................................................................ 3 Item 4 - Advisory Business ........................................................................................................................ 4 Item 5 - Fees and Compensation .............................................................................................................. 7 Item 6 - Performance-Based Fees and Side-By-Side Management .......................................................... 8 Item 7 - Types of Clients............................................................................................................................ 8 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss..................................................... 8 Item 9 - Disciplinary Information ............................................................................................................ 13 Item 10 - Other Financial Industry Activities or Affiliations .................................................................... 13 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........... 13 Item 12 - Brokerage Practices ................................................................................................................. 14 Item 13 - Review of Accounts ................................................................................................................. 16 Item 14 - Client Referrals and Other Compensation .............................................................................. 16 Item 15 - Custody .................................................................................................................................... 17 Item 16 - Investment Discretion ............................................................................................................. 17 Item 17 - Voting Client Securities ........................................................................................................... 18 Item 18 - Financial Information .............................................................................................................. 18 Item 19 - Requirements of State-Registered Advisers ............................................................................ 19 Miscellaneous ......................................................................................................................................... 19  Berkeley, Inc. Form ADV Part 2A Page 4 Item 4 - Advisory Business Firm Description: Berkeley, Inc. (the Firm) was founded in 1996. Berkeley, Inc. provides personalized, confidential financial planning and investment management to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations and small businesses. Advice is provided through consultation with the client and may include: determination of financial objectives, identification of financial problems, cash flow management, tax planning, insurance review, investment management, education funding, retirement planning, and estate planning. Berkeley, Inc. is a fee-only financial planning and investment management firm. The firm does not sell annuities, insurance, stocks, bonds, mutual funds, limited partnerships, or other commissioned products. The firm is not affiliated with entities that sell financial products or securities. No commissions in any form or finder’s fees are accepted. Berkeley, Inc. does not act as a custodian of client assets. The client always maintains asset control. Berkeley, Inc. places trades for clients under a limited power of attorney. A written evaluation of each client's initial situation is provided to the client, often in the form of a net worth statement or list of investable assets. Periodic reviews are also communicated to provide reminders of the specific courses of action that need to be taken. More frequent reviews occur but are not necessarily communicated to the client unless immediate changes are recommended. Other professionals (e.g., lawyers, accountants, insurance agents, etc.) are engaged directly by the client on an as-needed basis. Conflicts of interest will be disclosed to the client in the unlikely event they should occur. The initial meeting, which may be in person or by telephone (208-853-6980), is free of charge and is considered an exploratory interview to determine the extent to which financial planning and investment management may be beneficial to the client. Principal Owners: Megan Parrish is a 49.75% stockholder and P. Stephen White is a 50.25% stockholder. Types of Advisory Services: Berkeley, Inc. provides investment supervisory services, also known as asset management services; manages investment advisory accounts not involving investment supervisory services; furnishes investment advice through consultations; issues special reports about securities; and issues, charts, graphs, formulas, or other devices which clients may use to evaluate securities. On more than an occasional basis, the Firm furnishes advice to clients in areas not involving securities, such as financial planning matters, taxation issues, and trust services that often include estate planning.  Berkeley, Inc. Form ADV Part 2A Page 5 As of February 12, 2025, Berkeley, Inc. managed approximately $593,496,106 in discretionary assets and $2,362,105 in non-discretionary assets Tailored Relationships: The goals and objectives for each client are documented in the Firm’s client relationship management system and financial planning software. Agreements may not be assigned without client consent. Types of Agreements: The following agreements define the typical client relationships: Financial Planning Agreement A financial plan is designed to help the client with all aspects of financial planning without ongoing investment management after the financial plan is completed. The financial plan may include, but is not limited to: a net worth statement; a cash flow statement; a review of investment accounts, including reviewing asset allocation and providing repositioning recommendations; strategic tax planning; a review of retirement accounts and plans including recommendations; a review of insurance policies and recommendations for changes, if necessary; one or more retirement scenarios; estate planning review and recommendations; and education planning with funding recommendations. Detailed investment advice and specific recommendations are provided as part of a financial plan. Implementation of the recommendations is at the discretion of the client. The fee for a financial plan is predicated upon the facts known at the start of the engagement. The financial planning fee range is usually $2,000-$5,000 and is negotiable. In the event that the client’s scope of service is substantially different than disclosed at the initial meeting, a revised fee will be provided for mutual agreement. The client must approve the change of scope in advance of the additional work being performed. After delivery of a financial plan, future face-to-face meetings may be scheduled as necessary for up to one month. Follow-on implementation work is billed separately at the rate of up to $500 per hour. Investment Advisory Agreement Most clients choose to have Berkeley, Inc., manage their assets in order to obtain ongoing in-depth advice and life planning. Many aspects of the client’s financial affairs are reviewed, often including those of their children. Realistic and measurable goals are set and objectives to reach those goals are defined. As goals and objectives change over time, additional recommendations are made. An Investment Advisory Agreement is provided to the client in writing prior to the start of the relationship. This agreement includes a basic expectation of the design of the client’s portfolio(s).  Berkeley, Inc. Form ADV Part 2A Page 6 The annual Investment Advisory Agreement fee is based on a percentage of the investable assets according to the following schedule: 0.90% on the first $500,000; 0.75% on the next $500,000 (from $500,001 to $1,000,000); 0.60% on the next $1,000,000 (from $1,000,001 to $2,000,000); 0.45% on the next $8,000,000 (from $2,000,001 to $10,000,000);& 0.35% on the assets above $10,000,000 The minimum annual fee is $2,500 and may be negotiable. Current client relationships may exist where the fees are higher or lower than the fee schedule above. Although the Investment Advisory Agreement is an ongoing agreement and constant adjustments are required, the length of service to the client is at the client’s discretion. The client or the investment manager may terminate an Agreement by written notice to the other party. At termination, fees will be billed on a pro rata basis for the portion of the quarter completed. The portfolio value at the completion of the prior full billing quarter is used as the basis for the fee computation, adjusted for the number of days during the billing quarter prior to termination. Hourly Planning Engagements Berkeley, Inc. provides hourly planning services for clients who need advice on a limited scope of work. The hourly rate for limited scope engagements is up to $500. Asset Management: Assets are invested primarily in no-load or low-load mutual funds and exchange-traded funds, usually through custodians and discount brokers. Mutual fund companies charge each fund shareholder an investment management fee that is disclosed in the fund prospectus. Custodians and discount brokerages may charge a transaction fee for the purchase of some funds. Stocks and bonds may be purchased or sold through a brokerage account when appropriate. The brokerage firm may charge a fee for stock and bond trades. Berkeley, Inc. does not receive any compensation, in any form, from brokerage companies. Accredited investors have the option to invest in a few private placement programs. Berkeley, Inc. does not have any financial arrangement with these firms. The fees charged to the client are assessed like any other investment when calculating the total fee as described in the “Investment Advisory Agreement. Investments may also include equities (stocks), warrants, corporate debt securities, commercial paper, certificates of deposit, municipal securities, investment company securities (variable life insurance, variable annuities, and mutual funds shares), U. S. government securities, options contracts, futures contracts, and interests in partnerships. Initial public offerings (IPOs) are not available through Berkeley, Inc. Termination of Agreement: A Client may terminate any of the aforementioned agreements at any time by notifying Berkeley, Inc. in writing and paying the rate for the time spent on the investment advisory engagement prior to  Berkeley, Inc. Form ADV Part 2A Page 7 notification of termination. If the client made an advance payment, Berkeley, Inc. will refund any unearned portion of the advance payment within 30 days. Berkeley, Inc. may terminate any of the aforementioned agreements at any time by notifying the client in writing. If the client made an advance payment, Berkeley, Inc. will refund any unearned portion of the advance payment within 30 days. Item 5 - Fees and Compensation Description: Berkeley, Inc. bases its fees on a percentage of assets under management, hourly charges, and fixed fees. Some Retainer Agreements may be priced based on the complexity of work, especially when asset management is not the most significant part of the relationship. Financial plans are priced according to the degree of complexity associated with the client’s situation. Fee Billing: Investment management fees are billed quarterly, in advance, or arrears meaning that Berkeley, Inc. invoices the Client after the three-month billing period has begun or has been completed. 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. Clients are billed for financial planning upon the presentation of the completed Plan. Other Fees: Custodians may charge transaction fees on purchases or sales of certain stocks, mutual funds and exchange-traded funds. These transaction charges are usually small and incidental to the purchase or sale of a security. The selection of the security is more important than the nominal fee that the custodian charges to buy or sell the security. Berkeley, Inc., in its sole discretion, may charge a lesser investment advisory fee 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.). New Investment Advisory Agreement fees are calculated on a formula basis and adjusted for complexity of individual situations. The formula is based on gross income, gross assets, and other financial considerations. Expense Ratios: Mutual funds generally charge a management fee for their services as investment managers. The management fee is called an expense ratio. For example, an expense ratio of 0.25 means that the  Berkeley, Inc. Form ADV Part 2A Page 8 mutual fund company charges 0.25% annually for their services. These fees are in addition to the fees paid by you to Berkeley, Inc. Performance figures quoted by mutual fund companies in various publications are after their fees (whenever possible) have been deducted. Past-Due Accounts and Termination of Agreement: Berkeley, Inc. reserves the right to stop work on any account that is more than 60 days overdue. In addition, Berkeley, Inc. reserves the right to terminate any financial planning engagement where a client has willfully concealed or has refused to provide pertinent information about financial situations when necessary and appropriate, in Berkeley, Inc.’s judgment, to providing proper financial advice. Any unused portion of fees collected in advance will be refunded within 30 days. Item 6 - Performance-Based Fees and Side-By-Side Management Sharing of Capital Gains: Fees are not based on a share of the capital gains or capital appreciation of managed securities. Berkeley, Inc. does not use a performance-based fee structure because of the potential conflict of interest. Performance-based compensation may create an incentive for the adviser to recommend an investment that may carry a higher degree of risk to the client. Item 7 - Types of Clients Description: Berkeley, Inc. generally provides investment advice to individuals, banks or thrift institutions, investment companies, pension and profit-sharing plans, trusts, estates, or charitable organizations, corporations or business entities. Account Minimums: Clients receiving ongoing asset management services will be assessed a $2,500 minimum annual fee unless other arrangements are agreed upon. Clients with assets below the minimum account size may pay a higher percentage rate on their annual fees than the fees paid by clients with greater assets under management. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis: Security analysis methods may include charting, fundamental analysis, technical analysis, and cyclical analysis:  Berkeley, Inc. Form ADV Part 2A Page 9 Fundamental analysis is a method of evaluating a company or security by attempting to measure its intrinsic value. In other words, trying to determine a company’s or a security’s true value by looking at all aspects of the business, including both tangible factors (e.g., machinery buildings, land, etc.) and intangible factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also involves examining related economic factors (e.g., overall economy and industry conditions, etc.), financial factors (e.g., company debt, interest rates, management salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry cycles, labor relations, etc.), and quantitative factors (e.g., debt- to-equity and price-to-equity ratios). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of determining what sort of position to take with that security (underpriced = buy, overpriced = sell or short). This method of security analysis is considered the opposite of technical analysis. Fundamental analysis is about using real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. Technical analysis is a technique that relies on the assumption that current market data (such as charts of price, volume, and open interest) can help predict future market trends, at least in the short term. It assumes that market psychology influences trading and can predict when stocks will rise or fall. Technical trading models are mathematically driven based upon historical data and trends of domestic and foreign market trading activity, including various industry and sector trading statistics within such markets. Technical trading models, through mathematical algorithms, attempt to identify when markets are likely to increase or decrease and identify appropriate entry and exit points. The primary risk of technical trading models is that historical trends and past performance cannot predict future trends, and there is no assurance that the mathematical algorithms employed are designed properly, updated with new data, and can accurately predict future market, industry, and sector performance. Cyclical analysis is similar to technical analysis in that it involves the analysis of market conditions at a macro (entire market/economy) or micro (company specific) level, rather than the overall fundamental analysis of the health of the particular company. The primary risks with cyclical analysis are similar to those of technical analysis. Charting analysis involves the gathering and processing of price and volume pattern information for a particular security, sector, broad index, or commodity. This price and volume pattern information is analyzed. The resulting pattern and correlation data is used to detect departures from expected performance and diversification and predict future price movements and trends. The primary risk of charting analysis is that it may not accurately detect anomalies or 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. The main sources of information include financial newspapers and magazines, inspections of corporate activities, research materials prepared by others, corporate rating services, annual reports, prospectuses, filings with the Securities and Exchange Commission, and company press releases. Other sources of information that Berkeley, Inc. may use include YCharts, Morningstar mutual fund information, Morningstar stock information, and the internet.  Berkeley, Inc. Form ADV Part 2A Page 10 Investment Strategies: The primary investment strategy used on client accounts is tactical asset allocation with the primary investment strategy presented to and agreed to by the client. This means that Berkeley, Inc. uses a combination of passively-managed index and exchange-traded funds, and then add actively- managed funds where there are greater opportunities. Individual securities are then added when accounts sizes warrant it. Generally, accounts less than $250,000 do not include individual company stocks, units or shares. Portfolios are globally diversified to control the risk associated with traditional markets. The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client may change these objectives at any time. We primarily use a buy and hold strategy employing long-term and short-term trading. Long Term Trading – securities purchased with the expectation that the value of those securities will grow over a relatively long period, generally greater than one year. Using a long-term purchase strategy generally assumes the financial markets will go up in the long-term which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. Short Term Trading – 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. Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term which may be very difficult and will incur a disproportionately higher amount of transaction costs compared to long-term trading. There are many factors that can affect financial market performance in the short-term (such as short-term interest rate changes, cyclical earnings announcements, etc.), but they may have a smaller impact over longer periods. Risk of Loss: All investment programs have certain risks that are born by the investor. Berkeley, Inc.’s investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks: • • • • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. Foreign investments may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rates. Changes in currency exchange rates may influence the share value, the dividends or interest earned and the  Berkeley, Inc. Form ADV Part 2A Page 11 • • • • • • • gains and losses realized. Exchange rates between currencies are determined by supply and demand in the currency exchange markets, the international balance of payments, governmental intervention, speculation, and other economic and political conditions. If the currency in which a security is denominated appreciates against the US Dollar, the value of the security will increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security. Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. Fixed Income Risk: When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. Municipal Securities Risk: The value of municipal obligations can fluctuate over time. Value may be affected by adverse political, legislative and tax changes. Financial developments affecting the municipal issuers affect the value as well. Because many municipal obligations are issued to finance similar projects by municipalities (e.g., housing, healthcare, water and sewer projects, etc.), conditions in the sector related to the project can affect the overall municipal market. Payment of municipal obligations may depend on an issuer’s general unrestricted revenues; revenue generated by a specific project, the operator of the project, or government appropriation or aid. There is a greater risk if investors can look only to the revenue generated by the project. In addition, municipal bonds generally are traded in the “over-the-counter” market among dealers and other large institutional investors. From time to time, liquidity in the municipal bond market (the ability to buy and sell bonds readily) may be reduced in response to overall economic conditions and credit tightening. Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Environmental, Social, and Governance Investment Criteria Risk: If a portfolio is subject to certain environmental, social and governance (ESG) investment criteria it may avoid purchasing certain securities for ESG reasons when it is otherwise economically advantageous to purchase those securities, or may sell certain securities for ESG reasons when it is otherwise economically advantageous to hold those securities. In general, the application of the portfolio’s ESG investment criteria may affect the portfolio’s exposure to certain issuers, industries, sectors and geographic areas, which may affect the financial performance of the portfolio, positively or negatively, depending on whether these issuers, industries, sectors or geographic areas are in or out of favor. An adviser can vary materially  Berkeley, Inc. Form ADV Part 2A Page 12 • • • • from other advisers with respect to its methodology for constructing ESG portfolios or screens, including with respect to the factors and data that it collects and evaluates as part of its process. As a result, an adviser’s ESG portfolio or screen may materially differ from or contradict the conclusions reached by other ESG advisers concerning the same issuers. Further, ESG criteria are dependent on data and are subject to the risk that such data reported by issuers or received from third-party sources may be subjective, or it may be objective in principle but not verified or reliable. Risks Associated with Investing in Mutual Funds and Exchange Traded Funds (“ETFs”): Mutual funds and 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 combination 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. The returns on mutual funds can be reduced by the costs to manage the funds. In addition, while some mutual funds are “no load” and charge no fee to buy into, or sell out of, other types of mutual funds do charge such fees which can also reduce returns. Investments in these securities are not guaranteed or insured by the FDIC or any other government agency. Private Placement Offerings Risks: Private Placement Offerings are exempt from registration requirements at both the state and federal level, therefore clients should be aware that no regulator has reviewed the offerings to make sure the risks associated with the investment and all material facts about the entity raising money are adequately disclosed. Private placement offerings are often speculative, high risk and illiquid investments, meaning there are limited opportunities to resell the underlying security of the private placement. An investor can lose his or her entire investment in a private placement offering. limited Alternatives Risk: Non-traded REITs, business development companies, partnerships, and direct alternatives are subject to various risks such as liquidity and property devaluation based on adverse economic and real estate market conditions and may not be suitable for all investors. A prospectus that discloses all risks, fees, and expenses may be obtained from your investment adviser representative. Read the prospectus carefully before investing. This is not a solicitation or offering which can only be made in conjunction with a copy of the prospectus. Investors considering an investment strategy utilizing alternative investments should understand that alternative investments are generally considered speculative in nature; and, such investments involve a high degree of risk, particularly if concentrating investments in one or few alternative investments. Risks Associated with Investing in Private Funds: Private investment funds are not registered with the Securities and Exchange Commission and may not be registered with any other regulatory authority. Accordingly, they are not subject to certain regulatory restrictions and oversight to which other issuers are subject. There may be little public information available about their investments and performance. Moreover, as sales of shares of private investment companies are generally restricted to certain qualified purchasers, it could be difficult for a client to sell its shares of a private investment company at an advantageous price and time. Since shares of private investment companies are not  Berkeley, Inc. Form ADV Part 2A Page 13 publicly traded, from time to time it may be difficult to establish a fair value for the client’s investment in these companies. Item 9 - Disciplinary Information Legal and Disciplinary Berkeley, Inc. is required to disclose the material facts of any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of management. Berkeley, Inc. does not have any disciplinary events to report in this Item. Item 10 - Other Financial Industry Activities or Affiliations Berkeley, Inc. is not registered as a securities broker-dealer, or a futures commission merchant, commodity pool operator or commodity trading advisor. Berkeley, Inc. does not have any relationship or arrangement that is material to its advisory business or to its clients with a management person or a related person who is a broker-dealer, investment company, other investment advisor, financial planning firm, commodity pool operator, commodity trading adviser or futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer, or an entity that creates or packages limited partnerships. Our firm and our related persons conduct financial industry relationships on an independent and unaffiliated basis. This practice minimizes any material advisory business conflicts of interest with Clients. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics: The employees of Berkeley, Inc. have committed to a Code of Ethics that is available for review by clients and prospective clients upon request. The Firm will provide a copy of the Code of Ethics to any client or prospective client upon request. Participation or Interest in Client Transactions: Berkeley, Inc. and its employees may buy or sell securities that are also held by clients. Employees may not trade their own securities ahead of client trades. Employees comply with the provisions of the Berkeley, Inc. Compliance Manual. Personal Trading: The Chief Compliance Officer of Berkeley, Inc. is Megan Parrish, CFP®. She reviews all employee trades quarterly. Her trades are reviewed by P. Stephen White, CFAI. The personal trading reviews ensure that  Berkeley, Inc. Form ADV Part 2A Page 14 the personal trading of employees does not affect the markets, and that clients of the firm receive preferential treatment. Since most employee trades are small mutual fund trades or exchange-traded fund trades, the trades do not affect the securities markets. Item 12 - Brokerage Practices Selection of Broker-Dealers Berkeley, Inc. does not maintain custody of your assets that we manage, although we will be deemed to have custody of your assets if you give us authority to directly 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, bank, or trust company, for example. We primarily recommend that our clients use Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer, member SIPC, as the qualified custodian. The primary factor in suggesting a broker/dealer or custodian is that the services of the recommended firm are provided in a cost-effective manner. While quality of execution at the best price is an important determinant, best execution does not necessarily mean lowest price and it is not the sole consideration. The trading process of any broker/dealer suggested by Berkeley, Inc. must be efficient, seamless, and straight-forward. Overall custodial support services, trade correction services, and statement preparation are some of the other factors determined when suggesting a broker/dealer. Berkeley, Inc. does not receive fees or commissions from Schwab. Products and Services Available to Us from Schwab: Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like ours. They provide our clients and us with access to their institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. Schwab 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 are generally available on an unsolicited basis (we don’t have to request them) and at no charge to us. 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 otherwise have access or that would require a significantly higher minimum initial investment by our clients. Services that Do Not Directly Benefit You: Schwab 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 and operating our firm. They include: Investment research, both Schwab’s own and that of third parties. • • Software and other technology that 1. gives us access to client account data 2. facilitates trade execution 3. allocates aggregated trade orders 4. provides pricing and other market data  Berkeley, Inc. Form ADV Part 2A Page 15 5. facilitates payment of our fees from our clients’ accounts 6. assists with back-office functions, recordkeeping, and client reporting • Further, Schwab provides us with: 1. educational conferences and events 2. consulting on technology and business needs 3. consulting on legal and compliance-related needs 4. publications and conferences on practice management and business succession 5. access to employee benefits providers, human capital consultants, and insurance providers 6. marketing consulting and support 7. recruiting and custodial search consulting Berkeley, Inc. understands its duty for best execution and considers all factors in making recommendations to clients. While Berkeley, Inc. may not always obtain the lowest commission rate, Berkeley, Inc. believes the rate is reasonable in relation to the value of the brokerage and research services provided. The availability of the above-listed services from Schwab benefits us because we do not have to produce or purchase them. The fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such a decision based exclusively 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 taken in the aggregate our recommendation 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. Brokerage for Client Referrals: We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage: Berkeley, Inc. allows clients to direct brokerage. Berkeley, Inc. may be unable to achieve most favorable execution of client transactions if clients choose to direct brokerage. This may have a higher cost for clients because without the ability to use Schwab, Berkeley, Inc. will not be able to aggregate orders to reduce transactions costs, resulting in higher brokerage commissions and less favorable prices. Not all investment advisers allow their clients to direct brokerage. Aggregation of Orders (Block Trading): When suitable, our firm will combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as “block trading”). The shares are then distributed across 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. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be  Berkeley, Inc. Form ADV Part 2A Page 16 given preferential treatment. We do not combine multiple orders for shares of the same mutual funds purchased for advisory accounts we manage because mutual funds do not trade in blocks. Item 13 - Review of Accounts Periodic Reviews: Account reviews are performed quarterly by either P. Stephen White, CFA, J. Chris Hendrickson, CFP®, or Megan Parrish CFP®. Account reviews are performed more frequently when market conditions dictate. Review Triggers: Other conditions that may trigger a review are changes in the tax laws, new investment information, and changes in a client's own situation. Regular Reports: Clients receive periodic communications on at least an annual basis and usually on a quarterly basis. Investment Advisory Agreement clients receive written quarterly updates which consist of performance and holdings reports. Item 14 - Client Referrals and Other Compensation Incoming Referrals: Berkeley, Inc. has been fortunate to receive many client referrals over the years. The referrals come from current clients, estate planning attorneys, accountants, employees, personal friends of employees and other similar sources. Berkeley, Inc. does not pay referral fees to companies. Economic Benefits Received from Vendors and Product Sponsors: Occasionally, Berkeley, Inc. will receive additional compensation from vendors. Compensation could include such items as gifts; an occasional dinner or ticket to a sporting event; reimbursement in connection with educational meetings with an Associated Person, reimbursement for consulting services, client workshops, or events; or marketing events or advertising initiatives, including services for identifying prospective clients. Receipt of additional economic benefits presents a conflict of interest because our firm and Associated Persons have an incentive to recommend and use vendors based on the additional economic benefits obtained rather than solely on the client’s needs. We address this conflict of interest by recommending vendors that we, in good faith, believe are appropriate for the client’s particular needs. Clients are under no obligation contractually or otherwise, to use any of the vendors recommended by us. Referrals Out: Berkeley, Inc. does not accept referral fees or any form of remuneration from other professionals when a prospect or client is referred to them.  Berkeley, Inc. Form ADV Part 2A Page 17 Item 15 - Custody Account Statements: Berkeley, Inc. is deemed to have custody of client accounts solely by virtue of the Firm’s ability to withdraw fees directly from client accounts. All assets are held at qualified custodians, which mean the custodians provide account statements directly to clients at their address of record at least quarterly. Performance Reports: Clients are urged to compare the account statements received directly from their custodians to the performance report statements provided by Berkeley, Inc. Standing Letters of Authorization: With respect to third party standing letters of authorization (“SLOA”) where a client grants us authority to direct custodians to disburse funds to one or more third party accounts, we are deemed to have custody pursuant to Rule 206(4)-2 (the “Custody Rule”). We have taken steps to have controls and oversight in place to comply with the no-action letter issued by the SEC on February 21, 2017 (the “SEC no-action letter”). We are not required to comply with the surprise examination requirements of the Custody Rule if we comply with the representations noted in the SEC no-action letter. Where our firm acts pursuant to a SLOA, we believe we are making a good faith effort to comply with the representations noted in the SEC no-action letter. Additionally, since many of the representations noted in the SEC no-action letter involve the qualified custodian’s operations, we will collaborate closely with our custodian(s) to ensure that the representations are met. Item 16 - Investment Discretion Discretionary Authority for Trading: Berkeley, Inc. accepts discretionary authority to manage securities accounts on behalf of clients. Berkeley, Inc. has the authority to determine, without obtaining specific client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. The client approves the custodian to be used and the commission rates paid to the custodian. Berkeley, Inc. does not receive any portion of the transaction fees or commissions paid by the client to the custodian on trades. Discretionary trading authority facilitates placing trades in client accounts on their behalf so that Berkeley, Inc. may promptly implement the investment policy that has discussed Limited Power of Attorney: A limited power of attorney is a trading authorization for this purpose. Clients sign a limited power of attorney so that Berkeley, Inc. may execute the trades on the clients’ behalf.  Berkeley, Inc. Form ADV Part 2A Page 18 Item 17 - Voting Client Securities Proxy Votes: Unless the client designates otherwise, Berkeley, Inc. votes proxies for securities over which it maintains discretionary authority consistent with its proxy voting policy. Where the Firm has written authorization to vote proxies, the Firm will vote in a manner consistent with the best interests of the client, in accordance with the requirements of Rule 206(4)-6 under the Advisers Act. The Company generally will monitor proposed corporate actions and proxy issues regarding client Securities, and will take one or more of the following actions based on the best interests of the clients: (i) determine how to vote the proxies; (ii) abstain; or (iii) follow the recommendations of an independent proxy voting service in voting the proxies. In general, the Company will determine how to vote proxies based on its reasonable judgment of the vote most likely to produce favorable financial results for its clients. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer's board of directors and management and maintain or increase the rights of shareholders. Proxy votes generally will be cast against proposals having the opposite effect. However, the Company will consider both sides of each proxy issue. If the CCO determines that a material conflict of interest exists, the Company will: • disclose the existence and nature of the conflict to the client(s) owning the Client Securities, and seek directions from the client or client’s designated representative on how to vote the proxies; or, • abstain from voting, particularly if there are conflicting client interests (for example, where client accounts hold different securities in a competitive merger situation); or, follow the recommendations of an independent proxy voting service in voting the proxies. • A copy of Berkeley, Inc.‘s proxy voting policy is available upon request. Item 18 - Financial Information Financial Condition: Berkeley, Inc. does not have any financial impairment that will preclude the firm from meeting contractual commitments to clients. A balance sheet is not required to be provided because Berkeley, Inc. does not serve as a custodian for client funds or securities and does not require prepayment of fees of more than $1,200 per client, and six months or more in advance.  Berkeley, Inc. Form ADV Part 2A Page 19 Item 19 - Requirements of State-Registered Advisers This section is not applicable because our firm is SEC registered. Miscellaneous Business Continuity Plan: General: Berkeley, Inc. has a Business Continuity Plan in place that provides detailed steps to mitigate and recover from the loss of office space, communications, services, or key people. Disasters: The Business Continuity Plan covers natural disasters such as earthquakes, snowstorms, hurricanes, tornados, and flooding. The Plan covers man-made disasters such as loss of electrical power, loss of water pressure, fire, bomb threat, nuclear emergency, chemical event, biological event, data communications line outage, Internet outage, railway accident and aircraft accident. Electronic files are backed up daily and archived offsite. Alternate Offices: Alternate offices are identified to support ongoing operations in the event the main office is unavailable. It is our intention to contact all clients within five days of a disaster that dictates moving our office to an alternate location. Information Security Program: Information Security: Berkeley, Inc. maintains an information security program to reduce the risk that client personal and confidential information may be breached. Privacy Notice: Berkeley, Inc. is committed to maintaining the confidentiality, integrity and security of the personal information that is entrusted to the firm. The categories of nonpublic information collected from clients may include information about their personal finances, information about client health to the extent that it is needed for the financial planning process, and information from consumer reporting agencies, e.g., credit reports. Berkeley, Inc. uses this information to help clients meet their personal financial goals. With client permission, Berkeley, Inc. discloses limited information to attorneys, accountants, insurance agents and mortgage lenders with whom clients have established a relationship. With client permission, the firm also shares a limited amount of information about clients with the client’s brokerage firms in order to execute securities transactions on their behalf.  Berkeley, Inc. Form ADV Part 2A Page 20 Berkeley, Inc. maintains a secure office to ensure that client information is not placed at unreasonable risk. Berkeley, Inc. employs a firewall barrier, secure data encryption techniques and authentication procedures in our computer environment. Berkeley, Inc. does not provide client personal information to mailing list vendors or solicitors. Strict confidentiality is maintained in agreements with Berkeley, Inc. and unaffiliated third parties that require access to client personal information, including financial service companies, consultants, and auditors. Federal and state securities regulators may review Berkeley, Inc.’s Company records and client personal records as permitted by law. Personally identifiable information about clients will be maintained while they are a client, and for the required period thereafter that records are required to be maintained by federal and state securities laws. After that time, information may be destroyed. Berkeley, Inc. will notify clients in advance if its privacy policy is expected to change. Berkeley, Inc. is required by law to deliver this Privacy Notice to clients annually, in writing.