Item 5 Other Business Activities ........................................................................................................ 17 Item 6 Additional Compensation ....................................................................................................... 17 Item 7 Supervision ................................................................................................................................... 17 Brochure Supplement Part 2B of Form ADV–Robert B. Proctor, CFA®18 Item 1 Cover Page .................................................................................................................................... 18 Item 2 Educational Background and Business Experience .................................................... 19 Item 3 Professional Certifications ..................................................................................................... 19 Item 5 Other Business Activities ........................................................................................................ 20 Item 6 Additional Compensation ....................................................................................................... 20 Item 7 Supervision ................................................................................................................................... 20 Firm Description Brandywine Asset Management, Inc. (“Brandywine”) is a registered investment adviser in Pennsylvania. Brandywine is organized as a S Corp under the laws of the Commonwealth of Pennsylvania. Michael Dever is 100% owner. Brandywine is an asset management firm. Brandywine does not provide financial planning services or sell annuities, insurance, stocks, bonds, or other commissioned products, but rather offers clients fund management and managed account services. Brandywine receives a combination of management and performance-based fees as compensation. Brandywine will be managing Employee Retirement Income Security Act of 1974, as amended (“ERISA”), assets in the Brandywine Collective Investment Trust (“CIT”). The CIT is bank maintained and not registered with the Securities and Exchange Commission. The CIT is not a mutual fund registered under the Investment Company Act of 1940, as amended (“1940 Act”), or other applicable

law, and unit holders are not entitled to the protections of the 1940 Act. The regulations applicable to the CIT are different from those applicable to a mutual fund. The CIT’s units are not securities registered under the Securities Act of 1933, as amended, or applicable securities laws of any state or other jurisdiction. Types of Advisory Services Brandywine manages investment funds and separately managed accounts on a discretionary basis pursuant to proprietary investment programs developed and managed by Brandywine. Brandywine does not offer comprehensive investment advisory services but rather serves as an investment manager to funds and managed accounts. We currently manage a suite of funds that are used in 401(k) and other qualified retirement plans plus a private hedge fund that is available only to “qualified investors.” In referring to qualified investors, we are specifically referencing that we only offer direct advisory services to those meeting the SEC standard of a person or institution being an “accredited investor” or “qualified purchaser.” Investors meeting this criteria may inquire about investing into one of Brandywine’s funds or a managed account. For more information, please see Item 4 of our Form ADV Part 2A. When providing asset management services Brandywine provides services on a discretionary basis (we will have the authority to determine the type and amount of securities to be bought or sold in the fund or your managed account). For more information please see Item 16 of our Form ADV Part 2A. For Separately Managed Accounts and Private Funds: Account & Fee Minimums: Generally, the minimum investment for Brandywine’s private funds is $1,000,000 and the minimum investment for a separately managed account is $25,000,000. Brandywine’s standard fee is 2% of assets annually (charged 1/6 of 1% per month) plus an “incentive Fee” equal to 20% of profits (payable quarterly). Collective Investment Trust Brandywine offers investors the ability to invest with Brandywine through the Brandywine Collective Investment Trust and its underlying funds: 1. Brandywine Large Cap 6. Advantage Small Cap Value 10. Brandywine Target 2060 2. Brandywine Extended Market 7. Focus International 11. Brandywine Target 2050 3. Summit Large Cap Growth 8. Foundation Core Bond 12. Brandywine Target 2040 4. Summit Small Cap Growth 9. Foundation Diversified Income 13. Brandywine Target 2030 5. Advantage Large Cap Value 14. Brandywine Target Retirement Client Assets under Management As of March 31, 2024, we provide continuous management services for $163,000,000 in regulatory client assets, comprised of $63,000,000 in client assets on a discretionary basis and $100,000,000 on a non-discretionary basis.