NORTH BERKELEY WEALTH MANAGEMENT, LLC

Invest in Living Firm Brochure Item 1: Cover Page Part 2A of Form ADV: Firm Brochure June 2025 1995 El Dorado Avenue Berkeley, CA 94707 Phone: (510) 528-5820 Fax: (510) 528-0711 northberkeleywealth.com This brochure provides information about the qualifications and business practices of North Berkeley Wealth Management, LLC. If you have any questions about the contents of this brochure, please contact us at (510) 528-5820, or by email at info@northberkeleywealth.com. The information in this brochure has not been approved or verified by the US Securities and Exchange Commission, or by any state securities authority. Additional information about North Berkeley Wealth Management is available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD # 136431. Firm Brochure: Part 2A of Form ADV Invest in Living  Item 2: Material Changes Material Changes since the Last Update The US Securities and Exchange Commission issued a final rule in July 2010 requiring Advisors to provide a Firm Brochure in narrative “plain English” format. The new final rule specifies mandatory sections and organization. Annual Update The Material Changes section of this brochure will be updated annually when material changes occur since the previous release of the Firm Brochure. Since our last annual amendment filing on March 24, 2025, we have the following material changes to disclose: • Our firm has moved to a new office and principal place of business located at 1995 El Dorado Ave, Berkeley, CA 94707 Full Brochure and More Information Available Whenever you would like to receive a complete copy of our firm brochure or more information about North Berkeley Wealth Management, please contact us by email at info@northberkeleywealth.com or by telephone at (510) 528-5820. Readability of this Material This government-required document is intended to help you understand what we do, how we do it, what your costs are likely to be, and to help you identify the potential for conflicts of interest in the advice that we offer. We applaud this intention, as we strive for complete transparency and full disclosure in all our dealings with Clients and believe that leads to better results for both you and for us. Nonetheless, some of the technical requirements lead parts of this material to be lengthy and somewhat dry at the expense of readability. Our goal at North Berkeley Wealth Management is to provide the best possible value to our Clients by providing high quality financial planning and investment management advice, at a reasonable and competitive price, while acknowledging the inherent risks of investment management. The material contained in this brochure is offered with our full integrity and intent to provide all appropriate information and transparency to help you make a good decision in choosing your financial advisor. Firm Brochure: Part 2A of Form ADV | 2 North Berkeley Wealth Management Item 3: Table of Contents Item 1: Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Item 2: Material Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Material Changes since the Last Update . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Annual Update . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Full Brochure and More Information Available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Readability of this material . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Item 3: Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 4: Advisory Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Firm Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Types of Advisory Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Tailored Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6 Participation in Wrap Fee Programs.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 5: Fees & Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Fees Calculation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Hourly Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7 Other Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Commissionable Securities Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6: Performance Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Item 7: Types of Clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Account Minimums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 8: Methods of Investment Analysis, Investment Strategies & Risk of Loss . . . . . . . . . . . . . . . . . . . . 8 Methods of Analysis and Investment Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Market & Securities Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Social Screening . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Item 9: Disciplinary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Item 10: Other Financial Industry Activities & Affiliations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Item 11: Code of Ethics, Participation or Interest in Client Transactions, & Personal Trading . . . . . . . . . . . . 9 Code of Ethics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Participation or Interest in Client Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Personal Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Item 12: Brokerage Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Brokerage Selection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Best Execution, Soft Dollars & Order Aggregation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Directed Brokerage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13: Review of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Periodic Reviews & Review Triggers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Regular Reports & Meetings with Client . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Item 14: Client Referrals and Other Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Clients Referred to Us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Referrals Made to Clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Investment Product Sponsors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 15: Custody . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Custody Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Account Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Performance Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Third Party Money Movement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Item 16: Investment Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Item 17: Voting Client Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Item 18: Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Firm Brochure: Part 2A of Form ADV | 3 North Berkeley Wealth Management  Item 4: Advisory Business Firm Description North Berkeley Wealth Management, LLC (“North Berkeley”) was founded in 2005. Previous to the founding of the firm, Kate King managed a sole proprietorship providing financial planning and asset management since 1994. As of 2021, North Berkeley is wholly owned by Kate King, Brian Kozel, and Sam Wood-Bednarz. Brian Kozel is the sole Managing Member of the LLC. North Berkeley provides comprehensive financial planning services and investment management services to individuals, retirement plans, trusts, estates, charitable organizations and business entities. We work with clients in comprehensive and ongoing collaborative relationships, and most commonly charge a fee based on a percentage of assets under management as compensation for our services. Clients grant the firm investment discretion on matters of specific investment selection, and we place trades on behalf of our Clients under a limited power of attorney. North Berkeley does not act as a custodian of Client assets; Clients always retain asset control with the one exception where a partner of the firm acts as a trustee. Should Clients have need for services from other professionals (e.g. lawyers, accountants, insurance agents, etc.); such services are engaged directly by the Client when needed although a referral may be provided by North Berkeley. Any conflicts of interest of North Berkeley’s or its associated persons are disclosed in this brochure. The purpose of this Brochure is to disclose the conflicts of interest associated with the investment transactions, compensation and any other matters related to investment decisions made by our firm or its representatives. As a fiduciary, it is our duty to always act in the client’s best interest. This is accomplished in part by knowing our client. Our firm has established a service-oriented advisory practice with open lines of communication for many different types of clients to help meet their financial goals while remaining sensitive to risk tolerance and time horizons. Working with clients to understand their investment objectives while educating them about our process, facilitates the kind of working relationship we value. Types of Advisory Services North Berkeley provides personal financial planning and investment management services for a fee to a variety of Clients including individuals, families, business owners, professionals, inheritors, and retirees. As of December 31, 2024, North Berkeley manages a total of approximately $710.6 million in assets. Of that, approximately $682.3 million is managed on a discretionary basis, and approximately $28.2 million is managed on a non-discretionary basis. Investment Services Our investment management services include: • Understanding of client’s broad financial situation, so that an appropriate set of investments may be selected, incorporating time horizon, high-level long-term goals for the investments, and risk tolerance, documented in writing by North Berkeley with the Client • Design of an asset allocation appropriate to the Client’s specific circumstances, informed by ongoing financial planning considerations including need for liquidity and appropriate time horizon • Development and periodic review of an Investment Policy Statement • Determination of specific investment changes to be made to implement the recommended plan • Trading • Monitoring of investments as needed on an ongoing basis • Ongoing portfolio review and adjustments made using discretion granted to North Berkeley by the client • Provision of trading related data for tax, estate, or other purposes As part of this service, North Berkeley may utilize the services of a third-party investment firm (“Sub—Adviser”) or separately managed accounts (“SMA”) to aid in the implementation of an investment portfolio designed by our firm. Before selecting a Sub-Adviser or SMA, our firm will ensure that the chosen party is properly licensed or registered. Firm Brochure: Part 2A of Form ADV | 4 North Berkeley Wealth Management We also provide service for accounts not held directly by the custodian our firm uses, but where we do have discretion and may leverage an Order Management System called Pontera to implement asset allocation or rebalancing strategies on your behalf. North Berkeley will offer investment advice on mutual fund shares, exchange traded funds, equity securities, corporate debt securities, U.S. government securities, municipal securities, CDs, money market funds, variable annuities, options contracts on securities, and interests in partnerships in real estate, oil and gas interests, and, if requested or agreed to by Client, other types of investments. Financial Planning Services North Berkeley’s planning work aims to help the Client identify their most relevant life and financial concerns, and within the context of those concerns, help assess how the Client’s resources can be used to meet the Client’s objectives for retirement, education, estate planning, tax planning, and other personal objectives. The planning may also include, if requested and appropriate, an insurance needs analysis. North Berkeley will not provide legal advice or tax advice. Planning services are generally provided over a period of time after a Client first begins working with the firm, typically 3-12 months depending on Client’s needs, and usually follows a process including the following steps: • Establishing preliminary relationship terms • Gathering needed Client data, including personal and financial data, goals, objectives, and risk tolerance • Analysis and evaluation of Client’s existing financial status and assumptions • Evaluation of alternatives and feasibility of changes • Development and presentation of planning recommendations • Assistance with implementation as appropriate • Ongoing review and monitoring of all financial planning areas • Fielding questions from Client on issues and decisions with financial impact in their lives • Uncovering areas of opportunity for further analysis to help the client on an ongoing basis Topics that are addressed during the planning process differ based on specific Client needs, but commonly include: • Risk management/insurance (review of life, disability, medical, long-term care, property & casualty, liability, professional, directors & officers coverages as appropriate) • Benefits review (including employer provided benefits such as insurance, stock options, deferred compensation, executive benefits as well as government provided benefits such as Social Security, Medicare, SSDI, etc.) • Tax planning in coordination with Client’s tax advisor(s) • Investment analysis and planning • Lifetime cash flow planning, including considerations related to retirement decisions • Estate and philanthropic planning in coordination with Client’s attorney(s) • Savings, budgeting, debt management • Planning for college funding • Career and business planning Presentation of comprehensive financial planning does not include preparation of legal documents or tax returns, as North Berkeley and its partners are not licensed to provide legal or tax advice. Tailored Relationships The goals and objectives for each Client are documented in North Berkeley’s files, as well as in suitability documents prepared to open Client brokerage accounts and in Investment Policy Statements prepared for each Client. All planning and investment management is customized to each specific Client’s goals and objectives and reflects their risk tolerance, time horizon for investments, and need for liquidity. Investment Policy Statements document any specific circumstances or restrictions for trading agreed to by North Berkeley and the Client, and also specify general investment strategy and reporting process. Firm Brochure: Part 2A of Form ADV | 5 North Berkeley Wealth Management Participation in Wrap Fee Programs. Our firm does not offer or sponsor a wrap fee program. Item 5: Fees & Compensation The Client will pay North Berkeley for investment management and financial planning service by paying a single percentage of the average daily balance of the Assets as valued by the custodian at the end of each calendar quarter unless that valuation is not available. If not available, compensation will be based on the Assets as valued by the custodian as of the last business day at the end of each calendar quarter. Clients authorize the Custodian of the Client assets to deduct from the Client Account the amount of North Berkeley’s fee and to remit the fee to North Berkeley, Sub-Adviser and/or SMA. The amount of the fee and the calculation basis will be shown on an invoice sent to the Client at the end of each calendar quarter so that Client can verify the amount deducted is correct. North Berkeley offers investment advice to Clients including advice on retirement assets in retirement plans sponsored by Client’s employer or former employer. North Berkeley specifically includes these Accounts in the Assets under management for Client and agrees that the fees related to those Assets may either be deducted from Client’s non- retirement Accounts or billed for payment to Client. For the sub-advisory or SMA services rendered, the fee assessed will be distributed between our firm and the chosen Sub-Adviser or SMA. Fees may be deducted wholly by our firm, or by both our firm and the chosen Sub-Adviser or SMA. Generally, the fee charged by the third-party manager will be paid for by North Berkeley If the fee is in addition to North Berkeley’s advisory fee, the exact amount will be disclosed on the executed advisory agreement. Each Client executes an Investment Advisory Agreement (“Agreement”) at the time they become a Client, and the Agreement specifies the compensation structure. There may be Clients at the firm with differing compensation schedules depending on when they contracted services with the firm, or other specific variations as noted in their Agreement. All fees are negotiable. FEES CALCULATION Assets Under Management Up to $3 million $3 -$5 million $5 - $10 million Over $10 million Quarterly Rate 0.25% 0.1875% 0.125% 0.0875% Annual Rate 1.00% 0.75% 0.50% 0.35% If Asset value is or becomes less than $1,000,000, North Berkeley requires a minimum quarterly fee of $2,500, which shall be effective beginning with the quarter in which Client assets under management are below $1,000,000. North Berkeley may have some Clients for whom this minimum is waived. Fees will be prorated for partial quarters and will be paid at the end of each calendar quarter, in arrears, based either on the average daily balance of the assets for the partial quarter, or on the market value of the Assets on the last business day of the quarter if the average daily balance is not available. Unless otherwise noted in writing, our firm bills on cash. Hourly Fees Hourly services are only offered to existing clients with assets under management, and only when the scope of work required is above and beyond the typical financial planning and/or investment services included in our comprehensive services. Hourly financial planning services will be charged at the hourly rate of $295. Client and North Berkeley will jointly determine an estimate of time needed and a “not to exceed” maximum each time a new project is undertaken. Firm Brochure: Part 2A of Form ADV | 6 North Berkeley Wealth Management Other Fees Mutual Fund Management Fees Client will also incur investment advisory fees and expenses charged by mutual fund and exchange traded funds at the fund level (e.g. management fees and other fund expenses). These will be disclosed in the summary and statutory prospectuses and statements of additional information of the mutual funds which will be delivered or made available by North Berkeley to the Client either on-line or in paper form if requested by the Client. Whenever required to facilitate trades in Client’s account, Client authorizes North Berkeley to take delivery of prospectuses on Client’s behalf. Ticket Charges & Other Fees Levied by Custodian Trading charges for transactions in Client account are paid to Pershing, LLC as custodian; North Berkeley is not compensated as a result of these charges. The current schedule of charges as negotiated on your behalf by North Berkeley will be furnished to you at or prior to the time that Client enters into an Investment Advisory Agreement (“Agreement”), and Client will be notified of any amendments to the schedule. There may also be other account maintenance or administrative fees levied by Pershing from time to time, which, if any, will be charged directly to Client. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund (as mentioned above), index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (e.g., fund management fees, distribution fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, 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. North Berkeley believes that Pershing LLC gives the most appropriate service for the cost, although their transaction fees are not the lowest among major custodians. Termination of Agreement A Client may terminate the Investment Management Agreement (“Agreement”) at any time by notifying North Berkeley in writing. Clients shall be charged pro rata for services provided through to the date of termination. Termination of the Agreement will not affect (i) the validity of any action previously taken by North Berkeley under the Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of the Agreement; or (iii) Client’s obligation to pay advisory fees (prorated through the date of termination). Upon the termination of the Agreement, North Berkeley will have no further obligation to provide services under the Agreement or to recommend or take any action with regard to the securities, cash or other investments of the Client. North Berkeley reserves the right to terminate a Client relationship where a Client has refused to provide pertinent information about financial circumstances when necessary and appropriate, in North Berkeley’s judgment, to providing proper financial advice. The death or finding of incompetency of Client will automatically terminate the Agreement provided that North Berkeley shall not be liable for continuing to provide services under the Agreement so long as it has not been informed of the death or incompetency of Client. However, Client’s executor, guardian, attorney-in-fact or other authorized successor may continue the Agreement on the same terms by giving written notice in the form of an Addendum to the Agreement to North Berkeley, or by executing a new Agreement. The Client recognizes that the custodian may not permit any further transactions in the account until such time as documentation is provided to establish the authorized person(s) who may act as a successor to or on behalf of Client. Commissionable Securities Sales Our firm and representatives do not sell securities for a commission in advisory accounts. Item 6: Performance Fees North Berkeley does not charge performance-based fees. Firm Brochure: Part 2A of Form ADV | 7 North Berkeley Wealth Management Item 7: Types of Clients North Berkeley provides financial consultation to individuals, retirement plans, trusts, estates, charitable organizations, and business entities. Account Minimums North Berkeley generally requires a minimum amount of assets under its management to be $1,000,000 with a minimum annual fee for new Clients of $10,000, billed quarterly. Legacy clients may have different agreements with North Berkeley. Account minimums may be waived by North Berkeley. Item 8: Methods of Investment Analysis, Investment Strategies & Risk of Loss Methods of Analysis and Investment Strategies At North Berkeley, our core philosophy is deeply rooted in the belief that being invested in well-managed companies held for the long term is the best way to build wealth. In order to achieve this, we work with each client to determine their liquidity needs, risk tolerance, and financial goals and then make a recommendation for a diversified portfolio that aligns with these considerations. When managing client portfolios, North Berkeley primarily uses institutional mutual funds and exchange-traded funds to implement their strategies, including a blend of passive and active strategies. Although the factors may change based on market conditions and asset class, general considerations are risk and return metrics, expense ratios, fund size, firm size, performance history, compensation practices, and style biases. We often utilize mutual funds that we can buy without sales charges and due to our significant asset base, generally have access to institutional share classes when available which may have trading costs, but typically also have lower internal fees. An important feature of our investment management for clients is regular rebalancing of Client portfolios. This process allows us to add to asset classes when they are more attractively priced, as well as to sell or take gains in assets classes where valuations are relatively high. This systematic approach helps us to stay disciplined through unexpected economic events as well as the regular ups and downs of the market cycle, while also smoothing out performance by incrementally “buying low” and “selling high.” Many clients express a preference for additional ESG screening criteria to be included in their portfolio management. For these clients, we currently offer a strategy with a general ESG screen as well as a strategy with an environmental screen focused on limiting carbon extraction. The fund managers in these strategies are evaluated on the same set of risk and return criteria as our unscreened managers, plus an additional set of metrics focused on measurable impact and reporting. We use a total-return approach to achieve Client’s stated investment return goals, meaning account growth will come from dividends and interest as well as appreciation of the underlying securities. We aim to provide a real return after accounting for inflation, taxes, and fees. In specific situations, and when appropriate based on individual circumstances, the firm also utilizes other investment strategies, including private investments, sub-managers, or stock options on a limited basis. Market & Securities Risks The investment strategies used by North Berkeley for Client portfolios involve direct and indirect investment in securities markets. Depending on the composition of their portfolio, Clients may face the following risks, either through direct ownership of the securities, or indirect ownership via mutual funds or other pooled investment vehicles: • 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 or value. • 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. Firm Brochure: Part 2A of Form ADV | 8 North Berkeley Wealth Management • 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. • 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. • 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’ operation increases the risk of profitability, because the company must meet the terms of its obligations in good times and in bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value for the securities issues by such companies. Social Screening Some Clients are concerned that the industries and companies they are invested in are responsible with our natural resources, don’t produce harmful products, and don’t exploit people. Depending on Client preferences, we can introduce either a general ESG screen or carbon extraction specific screen in a portfolio to ensure that the investments are being made in accordance with both Client financial goals and Client personal values. Social screening can enhance many Clients’ satisfaction regarding their investing without sacrificing much, if any, return on their investment. On occasion, however, social screening can preclude ownership of a significant subset of asset classes, which in turn can impair our ability to deliver on Client’s stated financial goals. We develop screened portfolios to ensure we are meeting our fiduciary duty to prudently recommend investments and manage assets, at the same time that we are building the right customized portfolio. Item 9: Disciplinary Information North Berkeley and its partners have not been subject to any disciplinary actions through their affiliation with North Berkeley as regulated by the Securities and Exchange Commission (SEC). Item 10: Other Financial Industry Activities & Affiliations Please see Item 4 above for more information about the selection of Sub-Adviser(s) or SMAs. The compensation arrangements between each Sub-Adviser and/or SMA may vary, and thus, creates a conflict of interest in recommending a Sub-Adviser or SMA who shares a larger portion of its advisory fees over another. Prior to referring clients to a Sub- Adviser and/or SMA, North Berkeley will ensure proper licensure with the respective authorities. A potential conflict of interest in utilizing a Sub-Adviser and/or SMA may be an incentive to us in selecting a particular Sub-Adviser or SMA over another in the form of fees or services. In order to minimize this conflict North Berkeley will make our recommendations/ selections in the best interest of our Clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading Code of Ethics To manage any conflicts of interest that may arise, North Berkeley has adopted and implemented a policy which requires that securities transactions by North Berkeley partners, staff, and family be reported to North Berkeley for its review. This is part of North Berkeley’s Code of Ethics which serves to establish a standard of business conduct for North Berkeley partners, staff, and family and is based on fundamental principles of openness, integrity, honesty and trust. North Berkeley’s Code of Ethics is available and will be provided at Client’s request. Firm Brochure: Part 2A of Form ADV | 9 North Berkeley Wealth Management Participation or Interest in Client Transactions North Berkeley has a fiduciary commitment to all of its advisory Clients, and places Client’s interests ahead of the firm’s and ahead of those of any individual at the firm. None of North Berkeley’s partners or staff may effect for themselves, or for their families, any transactions in a security traded on an exchange or over–the-counter which is being actively purchased or sold, or is being considered for purchase or sale, on behalf of any of North Berkeley’s Clients until the Client transactions have been completed. North Berkeley also prohibits the misuse of material non-public information by North Berkeley or any person associated with North Berkeley, and has policies in place which are designed to prevent such misuse. Personal Trading The partners and employees of North Berkeley Wealth Management generally invest their portfolios according to the same investment strategy and using the same set of investments recommended to Clients. They are generally therefore permitted to buy and sell the same securities that are recommended to Clients, but priority is given to Client orders, and if any conflict of interest occurs, the Client’s interest prevails. In addition, all personal trading by all employees of the firm is reviewed by Samuel Wood-Bednarz, Chief Compliance Officer, on a regular basis. Item 12: Brokerage Practices Brokerage Selection North Berkeley requires that Clients use Pershing Advisor Solutions, LLC, a wholly owned subsidiary of Pershing LLC, for custody of Client accounts. Transaction charges, or ticket charges, will be incurred on each transaction and disclosed in a schedule of charges negotiated on your behalf by North Berkeley, and delivered at the time a Client Agreement is signed. Our firm may also recommend that clients use Charles Schwab & Co. Inc., a FINRA-registered broker-dealer, member SIPC, as a qualified custodian. Best Execution, Soft Dollars & Order Aggregation Factors which North Berkeley has considered in requiring its Clients use Pershing include their financial strength, reputation, execution efficiency, pricing, research, and service, with the aim of providing the best mix of services to its Clients. In seeking best execution, North Berkeley considers not only cost but whether transactions are executed at the most favorable price available. Client understands that in return for effecting securities brokerage transactions through a chosen broker-dealer such as Pershing, North Berkeley may receive investment research products and/or services which assist North Berkeley in its investment decision-making process for Clients other than the Client. North Berkeley may receive certain software and other operational services from Pershing in connection with their role providing custody and trading services to North Berkeley’s Clients. Commissions and/or transaction fees will be charged by Pershing for effecting securities and mutual fund transactions even though no commission or fees are received by North Berkeley. The brokerage commissions and/or transaction fees charged to Client Account are exclusive of, and in addition to, compensation to North Berkeley as provided above. When possible, North Berkeley may decide to aggregate orders when purchasing or selling the same security on the same day for multiple Clients. In such an instance, North Berkeley will at its discretion determine whether such orders should be executed singly or in aggregation. If transactions are aggregated, each Client will be deemed to have purchased or sold their shares at the average price obtained by North Berkeley. Directed Brokerage North Berkeley will generally decline acceptance of any Client that directs the use of a specific broker-dealer other than the entities already in use by the firm. North Berkeley believes this would adversely affect our duty to obtain best execution, as well as adversely impact our ability to quickly and effectively serve the broader investment needs of our Clients. Firm Brochure: Part 2A of Form ADV | 10 North Berkeley Wealth Management Item 13: Review of Accounts Periodic Reviews & Review Triggers Investment management reviews are conducted by the advisors for every Client on a periodic basis, usually quarterly but at least annually. In addition, investment reviews may be conducted when a variety of other occasions arise, including periods of great market volatility, a situation in which a specific investment requires review, changes in tax laws, a significant change in the personal or financial circumstances of the Client, or simply in the context of any logistical change or inquiry by Client that warrants review. These latter reviews may happen as frequently as weekly or monthly depending on circumstances. Regular Reports & Meetings with Client Clients receive regular reports on their assets and investment return quarterly via mail or electronic delivery. A North Berkeley advisor will meet in person or via telephone with each Client to review asset management and financial planning issues whenever North Berkeley and Client believe it would be useful to do so. North Berkeley recommends that there be at least one such meeting per year, although most commonly conducts review meetings two to three times annually. Clients are encouraged to contact North Berkeley at any time with comments, questions or concerns that arise from the variety of communication they receive from us, as well as from any changes in their situation. Item 14: Client Referrals & Other Compensation Clients Referred to Us We have been fortunate to receive many referrals over the years from our Clients, professional colleagues, and personal friends and family. We value these relationships and encourage everyone in our network to understand our services clearly. 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). In cases where state law requires licensure of solicitors, our firm ensures that no solicitation fees are paid unless the solicitor is registered as an investment adviser representative of our firm. If our firm is paying solicitation fees to another registered investment adviser, the licensure of individuals is the other firm’s responsibility. Referrals Made to Clients North Berkeley will periodically provide referrals to Clients of other professionals in conjunction with financial planning or investment management work, including to attorneys, CPAs or EAs, insurance professionals, independent fiduciaries, or appraisers. These referrals are made with the intention of helping Client to access quality advice from a professional who is a good fit for their situation, and North Berkeley does not accept any compensation from these other professionals in exchange for referrals. Investment Product Sponsors Our firm regularly sponsors a variety of events for our clients and community. Occasionally, these events are sponsored in conjunction with our investment product providers. Client attendance or invitation to these events is not dependent upon the use of any specific product. While a conflict of interest may exist because these events are at least partially funded by product sponsors, we will always adhere to our fiduciary duty in recommending appropriate investments for our clients. Firm Brochure: Part 2A of Form ADV | 11 North Berkeley Wealth Management Item 15: Custody Custody Policy Presently all investment management accounts will be maintained at Pershing LLC, a BNY Mellon Company, as custodian unless the Client affirmatively requests that another custodian be used. North Berkeley will periodically review the services provided by Pershing and compare them with those provided by others and if it reaches the conclusion that there are material advantages to using another custodian, it will recommend or require a change. North Berkeley may make it a condition of its employment as the Client’s investment manager that Client uses its recommended custodian. Representatives of our firm act as a trustee to some client accounts. As such, our firm is deemed to have custody of those funds. The client funds and securities of which our firm has custody are verified by actual examination at least once during each calendar year by an independent public accountant (“IPA”) registered with the Public Company Accounting Oversight Board (“PCAOB”), at a time that is chosen by the accountant without prior notice or announcement to our firm and that is irregular from year to year. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. Account Statements All assets are held at qualified custodians and the custodians provide account statements not less than quarterly to Clients at their address of record, or via electronic access if Client has so elected. Clients should carefully review such statements for any discrepancies or inaccuracies. Performance Reports Pursuant to recent amendments to Rule 206(4) under the Investment Advisory Act of 1940, the Securities and Exchange Commission now requires advisers to urge Clients to compare the information set forth in their quarterly performance reporting statement from North Berkeley with the statements received directly from the custodian to ensure accuracy of all account transactions. Third Party Money Movement In order to protect against fraud, North Berkeley works jointly with the custodian of Client assets to ensure that any standing letters of authorization to transfer Client assets to a third party appropriately transmit Client instructions without modification. On February 21, 2017, the SEC issued a no‐action letter (“Letter”) with respect to 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 authorization (“SLOA”) is deemed to have custody. We have therefore adopted the following safeguards in conjunction with our custodian: • 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. • North Berkeley 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. • North Berkeley 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. • The Client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction Firm Brochure: Part 2A of Form ADV | 12 North Berkeley Wealth Management Item 16: Investment Discretion North Berkeley usually has full discretion to effect transactions in Client account(s) and to give instructions to the custodian without first consulting with or obtaining Client’s approval. The Investment Advisory Agreement and custodial brokerage account opening agreements include a limited power of attorney permitting it to execute transactions on behalf of the Client in Client’s brokerage accounts without Client’s prior consent. North Berkeley shall not have the authority to redeem or withdraw assets from Client account(s). Client may limit discretionary authority over specified securities, and if so, such limitation will be memorialized in the Client’s Investment Advisory Agreement, Investment Policy Statement, or in a separately executed LPOA addendum. Client may terminate this discretionary authority at any time by giving written notice to North Berkeley. North Berkeley has a limited number of Clients for whom it does not take discretion, and for whom it manages assets on a non-discretionary basis. North Berkeley has the prerogative to decide to which clients it offers both discretionary and non-discretionary management, and may not offer a choice to every Client. Item 17: Voting Client Securities The Client may elect to be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by Client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the Assets. In the absence of such an election or the election by North Berkeley to have the Client take responsibility with respect to specific corporate governance issues, North Berkeley will vote all proxies and other offers of reorganization relative to assets owned by the Client. The Client will instruct the custodian to forward to the Advisor all notices proxies and shareholder communications relating to the Assets. Client may at any time inquire with Advisor how such proxies were voted, or request a copy of Advisor’s policies and procedures with regard to proxy voting. Item 18: Financial Information North Berkeley Wealth Management does not have any financial impairment that will preclude the firm from meeting contractual commitments to Clients. North Berkeley meets all net capital requirements to which it is subject. North Berkeley has never been the subject of a bankruptcy petition. North Berkeley is not required to provide a balance sheet to the SEC as it does not serve as a custodian for Client funds or securities. Our firm does not require the prepayment of more than $1,200 in fees when services cannot be rendered within 6 months.. Firm Brochure: Part 2A of Form ADV | 13 North Berkeley Wealth Management