A. General Description of Advisory Firm. Brandywine Managers, LLC (“BML”) is an investment adviser with its
principal place of business in Hockessin, Delaware. BML commenced operations as an investment adviser on April 28,
1998. Brandywine Group Advisors, Inc. (“BGA”) is an investment adviser with its principal place of business in New
York, New York. Brandywine Trust Group, LLC is the parent company of both entities. Notwithstanding that they are
organized as separate legal entities, BML and BGA conduct a single advisory business subject to a unified compliance
program. BML has been registered with the SEC since May 15, 2006, and BGA is listed as a relying adviser on BML’s
Form ADV Part 1. The term “the Adviser” refers collectively to BML and BGA.
B. Description of Advisory Services.
1. The Adviser is engaged primarily in a fund-of-funds business (and to a limited extent a manager-of-
managers business). It provides investment supervisory services to privately offered pooled investment
vehicles formed as limited partnerships or limited liability companies for which BML serves as General Partner,
Manager or Managing Member. Investment supervisory services includes advice on matters of asset
allocation,
manager selection, retention, and termination.
Participation in some of the vehicles is limited to the members of the particular family for whom the entity is
maintained (a “Family Limited Partnership”). The rest are privately offered to sophisticated investors
(“Proprietary Funds”). Collectively, these investment vehicles are referred to in the rest of the document as
the “Fund(s).” Substantially all of the investors in the Funds are clients of Brandywine Trust Company, LLC
(“BTC”), an affiliate.
The Funds invest in a variety of private investment funds and managed accounts, which are not registered
under the Securities Act of 1933, and which carry a high risk of loss and provide no current income but offer
capital appreciation potential.
2. In addition to the investment supervisory services provided to the Funds, BGA provides investment
recommendations to BTC (see Item #10) on an as-needed basis.
C. Client Assets Under Management. As of December 31, 2023, the Adviser had approximately $12,304,072,000
client assets under management. As of that date, the Adviser managed $12,297,098,000 on a discretionary basis and
$6,974,147 on a non-discretionary basis.