Berkeley offers various global asset allocation and investment strategies. The strategies are implemented using common stocks, preferred stocks, bonds, mutual funds, exchange-traded funds, derivatives and/or other alternative investments (i.e. Real Estate Investment Trusts, Master Limited Partnerships, etc.) The strategies vary from conservative to growth in orientation. The Berkeley Managed Account Program is a wrap program sponsored by Berkeley. Berkeley charges a single fee to the client that includes custody, trades executed through the account custodian, investment advisory services and other costs associated with management of the account. The fee does not include other expenses such as account maintenance fees, transfer fees, electronic fund and wire fees, interest, exchange fees, taxes, spreads, mark-ups/mark-downs, custody fees for alternative investments, short-term redemption fees on mutual funds, etc. All fees paid to Berkeley are separate and distinct from the internal fees and expenses charged by mutual funds, exchange-traded funds, closed-end funds, unit investment trusts, or other collective investment vehicles. The client will be solely responsible, directly or indirectly, for these additional expenses. Clients may, but are not required to, grant Berkeley the authority to debit advisory fees directly from the clients' accounts. If the client authorizes Berkeley to debit fees, Berkeley is deemed to have custody of the client's funds. Clients will receive a statement, usually monthly but no less than quarterly, directly from their account custodian. Berkeley urges clients to review the information on the statement for accuracy and compare the information to any reports received directly from Berkeley. Fees are charged quarterly in advance based on the total market value of the account on the last day of the previous quarter, which includes securities, cash and money market balances. The initial advisory fee is prorated from the inception date the account is under Berkeley's management (or any other date mutually agreed upon between the client and Berkeley) through the end of the current calendar quarter. If funds or securities are deposited to or withdrawn from the account during the quarter, the subsequent quarter's advisory fee will be pro-rated to account for the deposits or withdrawals only if the calculation results in a fee adjustment of $10 or more. While Berkeley intends to charge fees in accordance with the standard fee schedule in place at the time of executing the investment advisory agreement, fees are subject to negotiation and may vary from the standard schedules to reflect circumstances that apply to a specific client account. The fee schedule, and any applicable terms and conditions, is stated in the client's investment advisory agreement. The maximum advisory fee charged by Berkeley for clients participating in the Berkeley Managed Account Program is as follows: Asset Value of the Account Annual Fee First $500,000 1.50% Next $500,000 ($500,000 to $1,000,000) 1.25% Next $2,000,000 ($1,000,000 to $3,000,000) 1.00% Value above $3,000,000 0.90% Upon execution of the investment advisory agreement, Berkeley will become the portfolio manager for the client accounts and will maintain investment discretion over the accounts. Berkeley may also choose to engage the services of one or more third party manager to implement certain investment strategies within a client's overall portfolio. Berkeley maintains the discretionary authority to select, remove, replace or allocate funds to/from a third party manager without specific client consent. However,

Berkeley will provide clients with each third party manager's Disclosure Brochure no later than at the time of engaging the third party manager's services. Fees for third party managers are payable in addition to the fees the client pays to Berkeley and are subject to the terms and conditions determined by each manager. Third party managers may directly debit the client account for its portion of the fee, or may require Berkeley collect the fee from the client and pay the manager. Third party manager fees range from .10% to .75% depending on the manager and the investment strategy selected. Either party may terminate the portfolio management agreement upon written notice to the other party. Clients will be refunded all fees paid but unearned as of the time of termination. Any outstanding fees will be due. Termination of the agreement will not affect the liabilities or obligations incurred or arising from transactions initiated under the agreement prior to the termination. Clients may receive comparable services from other broker-dealers or investment advisers and pay fees that are higher or lower than those charged under the Berkeley Managed Account Program. Fees may be more or less than the client would have paid if the services (account management, custody and brokerage transactions) were purchased separately outside of the wrap program. Berkeley's financial advisors are compensated based on the client's assets under Berkeley's management and, therefore, they have a financial incentive to recommend clients participate in the Berkeley Managed Account Program over other programs or services. Clients, associates, friends and family may maintain accounts at Schwab through Berkeley that Berkeley has no investment management responsibility over ("non-managed accounts"). Berkeley provides this service solely as a convenience. With respect to non-managed accounts, Berkeley does not: (1) have discretionary authority to execute transactions; (2) monitor investments or account performance; (3) provide investment supervisory services; (4) charge an investment advisory fee; or (4) send quarterly reports. Furthermore, non-managed accounts are not subject to the same wrap fee brokerage arrangement as advisory accounts and will be charged separate commissions and fees for securities transactions and other account expenses, in accordance with the terms and conditions outlined in Schwab's custodial agreement. Note About Fee Calculation Based on Quarter-End or Month-End Account Values: Managed Account Program Clients and Retirement Plan Clients who elect to be charged an Asset- Based Fee should note that there may be variations in the account values used to calculate Berkeley's fees and the account values on the last day of the previous quarter or other period as reflected on the account statement the Client receives from the custodian. These variations are due to differences in methodologies between the account custodian and the third-party vendor with whom Berkeley contracts to calculate fees due for each account. The variations include, but are not limited to, variations resulting from: (1) unsettled trades; (2) accrued income; (3) pricing of securities; and, (4) dividends earned but not received. Usually, any differences in account values due to these variations will be relatively small. Berkeley will not make any adjustments, refunds, or further assessments of fees based on these differences. Any Client who has a question about any such difference or any other issue relating to the calculation of fees is encouraged to contact Berkeley for an explanation.