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 Advisers, 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 ADV Part I. 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).” 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, 2018, the Adviser had approximately $9,650,308,000 client assets under management. As of that date, the Adviser managed $9,650,308,000 on a discretionary basis and $0 on a non-discretionary basis. please register to get more info

A. Asset-Based Compensation. 1. As compensation for its services, BML receives an Advisory fee, which is compensation based on the market value of the investment entities of which BML serves as General Partner, Managing Member or other similar capacity. This fee is paid to the Adviser by BTC, a related person, who in its fiduciary capacity, owns or controls substantially all of the limited partner capital contributed to the Funds. The fee is computed and charged quarterly, based on beginning of quarter asset values with a final payment when such values have been finalized each quarter. 2. As compensation for its services to the Proprietary Funds, BML receives a Management Fee of 0.05% per annum from each of the Proprietary Funds. BML retains the right to waive any or all of the Management Fee from each Proprietary Fund. 3. As compensation for its services, BGA receives an Advisory fee paid by BML, which is compensation that is based on the market value of the investment entities of which BML serves as General Partner, Managing Member or other similar capacity. The fee is computed and charged quarterly, based on beginning of quarter asset values with a final payment when such values have been finalized each quarter. 4. As compensation for its services, BGA receives an Advisory fee paid by BTC, an affiliate. The fee is a fixed rate plus a percentage of the market value of BTC’s client assets under management (excluding holdings in pooled investment entities of which BML serves as General Partner, Managing Member or similar capacity). The percentage portion of the fee is computed and charged quarterly, based on beginning of quarter asset values with a final payment when such values have been finalized each quarter. B. Performance-Based Compensation. 1. Performance Fee. As compensation for its services, BML may receive a performance fee, which is compensation that is based on a share of the percentage of the profits of each Fund annually (the “Performance Allocation”). The limited partnership agreement or limited liability company agreement for each Fund sets forth the Performance Allocation for that Fund. The typical Performance Allocation is 10% of profits up to 0.5% of the average quarterly capital per annum. Beginning January 1, 2018, for certain Proprietary Funds, the annual Performance Allocation is 100% of profits limited to 0.35% of the average quarterly beginning capital of the limited partners. The Performance Allocation is charged by BML in compliance with Rule 205-3 under the Investment Advisers Act of 1940. BML, in its sole discretion, may waive or reduce the Performance Allocation as to any investor in any Fund at any time. 2. Incentive Allocation. In a limited number of the Proprietary Funds, investors additionally pay an Incentive Allocation. The Incentive Allocation, when charged, is credited to the account of a special limited partner in each fund, the beneficial owners of which are certain employees of BGA. The limited partnership agreement for each Fund sets forth the Incentive Allocation for that Fund. Beginning with Funds closed after January 1, 2018, the Incentive Allocation is 2% of the profits of the Proprietary Fund. In Proprietary Funds closed prior to January 1, 2018, the incentive fee is compensation that is based on a share of the amount by which the performance of the Fund exceeds a benchmark. The Incentive Allocation is charged by the Adviser in compliance with Rule 205-3 under the Investment Advisers Act of 1940. The Adviser, in its sole discretion, may waive or reduce the Incentive Allocation as to any investor in any Fund at any time. C. Payment of Fees. The Asset Based Fees are computed and charged quarterly in advance based on beginning of quarter asset values with final payments made when such values have been finalized each quarter. The Performance and Incentive Allocations may be paid in cash or in-kind. The accountant records the re-allocation of profits from the investors to the Adviser, or special limited partner, on the capital account records of the Funds. D. Other Fees and Expenses. Except as otherwise explained in Section A above, in addition to paying the Asset Based fees, Performance Allocation and Incentive Allocation, client assets will bear their pro- rata shares of the operating expenses of both the Funds and the underlying investment funds, including but not limited to: administration fees, custody fees, legal fees and expenses, accounting fees and expenses, audit and tax preparation fees and expenses, organizational expenses, sub-manager asset- based fees and performance allocations, and transactional costs such as brokerage commissions. Fund level fees and expenses for administration, asset custody, accounting, tax preparation and research- related travel may be paid to the Adviser or an affiliate of the Adviser. All other expenses, if incurred, are paid to unaffiliated third parties. please register to get more info

The Adviser is paid performance-based compensation by the Funds as described in Item 5. The Adviser has adopted and implemented policies and procedures that govern the allocation of limited opportunities (such as private placements). These procedures are discussed in further detail in Item 16 below and monitored by the Adviser’s Chief Compliance Officer. please register to get more info

The Adviser’s clients are (1) the Funds formed as limited partnerships or limited liability companies for which it serves as General Partner, Manager or Managing Member and (2) its affiliate, Brandywine Trust Company, LLC. please register to get more info

A. Methods of Analysis and Investment Strategies. The Proprietary Funds invest primarily in other private investment companies or in separate accounts managed by unrelated third parties. The Adviser’s research focuses on the managers of each such private investment company or separate account (each, a “Portfolio Manager”), rather than on individual securities owned within the private investment companies or in the separate accounts. The Adviser’s analytical process includes both quantitative and qualitative elements. The Adviser endeavors to analyze each Portfolio Manager’s strategy, philosophy and decision making process, proprietary models, research and portfolio management systems, the quality of its investment professionals, and its organizational structure.

The Proprietary Funds generally engage in one of three strategies: Global – participate in the real growth of the global economy by taking ownership positions in individual public companies, either directly or through Portfolio Managers. The Partnership aims to provide a source of public equity returns that can, over the long term, outperform diversified, easily available public market alternatives, net of fees and taxes. Multi-Strategy – achieve, by investing with Portfolio Managers who pursue strategies other than long- only equity investing, equity-like returns over the long-term with lower volatility than that of equities and a reduced correlation. Private Equity – invest in, on a pooled basis, a variety of buyout, venture and other “private equity” funds that involve a lengthy forward commitment to contribute capital and uncertainty as to the timing of capital calls and distributions.

The Family Limited Partnerships may invest in the Proprietary Funds, may hold legacy investments brought to the Adviser for oversight by the family, and/or may make isolated investments for which the opportunity to invest is unique to the particular family.

Investing in the Funds involves investing in securities, which activity involves the risk of loss of capital. Investors in the Funds should be prepared to bear the risk of a complete loss of the capital that they invest.

B. Material Risks (Including Significant, or Unusual Risks) Relating to Investment Strategies. An investment in the Proprietary Funds involves significant risks, including, but not limited to Illiquidity – because of limitation on withdrawal rights and the fact that the Proprietary Funds may invest with Portfolio Managers who do not permit frequent withdrawals and/or may invest in illiquid instruments; Strategy Risks – because all securities, commodities and currency investments involve the risk of loss of capital and there is no guarantee that the strategies of the Portfolio Managers, which include such techniques as short sales, leverage, uncovered option and futures transactions and limited diversification, will be successful; Portfolio Managers – because while the Proprietary Funds seek to select only Portfolio Managers of the highest integrity, neither the Proprietary Funds nor the Adviser will have control or oversight of the day-to-day operations of any Portfolio Manager. Prospective investors in the Proprietary Funds are referred to the Confidential Private Offering Memorandums for a more detailed discussion of the risks involved in investing in each Proprietary Fund. An investment in the Family Limited Partnerships involves significant risks, including not only those risks associated with investing in the Proprietary Funds, described above, but also risks unique to the Portfolio Managers of each Family Limited Partnership. Prospective investors in the Family Limited Partnerships are referred to the limited partnership agreements or other governing documents for each such entity for more information of the risks involved in investing in such Family Limited Partnership. C. Risks Associated With Types of Securities that are Primarily Recommended (Including Significant, or Unusual Risks). Investing in the Funds bears significant risks owing to the nature of such investments. The Funds are unregistered investment companies. As such, there is no market for interests in such entities and investors may be unable to liquidate their investments for a significant period of time. Additionally, there is no established market for interests in the Funds and investors are wholly dependent on the Adviser, its affiliates, and the Portfolio Managers to determine and report a fair value for the interests. Even with the most carefully and accurately determined value, an investor may not be able to realize such value at any particular point in time, owing to restrictions on transfer contained in the governing documents of the Funds. please register to get more info

This Item is inapplicable. please register to get more info

Brandywine Trust Company, LLC

While the only business of the Adviser is the provision of supervisory services to its clients, the principal business of the executive officers of BML is the operation of Brandywine Trust Company, LLC (“BTC”), an affiliate of the Adviser. BTC is a non-deposit trust company doing business under the laws of the State of Delaware, a substantial portion of which consists of the exercise of fiduciary powers similar to those permitted to national banks under the authority of the Comptroller of the Currency. BTC is supervised and examined by the Delaware State Bank Commissioner.

BTC is the qualified custodian for the Funds and is also engaged and compensated by each Fund to perform accounting services. Additionally, BML pays BTC a fee for Administrative Services BTC provides to the Funds.

The substantial majority of the investors in the Funds are clients of BTC. In the exercise of its fiduciary powers, BTC subscribes to, maintains and withdraws capital from interests in the Funds. The Adviser does not pay BTC for investing in or referring customers to the Funds. BTC reduces its annual fiduciary fees to each investor by the maximum Performance Allocation that such investor could incur for that year.

Pleasantville Tax Services, Inc.

Substantially all of the Funds managed by the Adviser engage PTS to perform tax accounting and return preparation services for which PTS is a paid a fee by those Funds. PTS is an affiliate of the Adviser. Material Relationships or Arrangements with Industry Participants. Some of the Proprietary Funds have or may in the future enter into agreements, or “side letters,” with certain prospective or existing limited partners or shareholders whereby such limited partners or shareholders may be subject to terms and conditions that are more advantageous than those set forth in the offering memorandum for the Proprietary Fund. For example, such terms and conditions may provide for a waiver or rebate in fees to be paid by the limited partner or shareholder and/or other terms; and such other rights as may be negotiated by the Proprietary Fund and such limited partners or shareholders. The modifications are solely at the discretion of the Proprietary Fund. please register to get more info

A. Code of Conduct. The Adviser recognizes that it is a fiduciary and therefore must serve the interests of its clients. The Adviser further recognizes that it must adhere to the highest standard of care and diligence in conducting its business activities as is required by law, and must be particularly sensitive to situations in which the interests of its Advisory clients may be directly or indirectly in conflict with those of the Adviser. Compliance obligations are a priority of the Adviser and, as such, the Adviser has adopted written policies and procedures in accordance with those standards. B. Code of Ethics. The Adviser and its personnel may effect transactions for their own accounts in the same securities purchased and sold for the accounts of the Adviser’s clients including the Funds. The Adviser has adopted a code of ethics (the “Code”) to ensure that trading by the Adviser’s personnel is conducted in a manner that does not adversely affect the Adviser’s clients and in a manner consistent with the fiduciary duty owed by the Adviser to its clients. The Code covers a range of topics that include: general ethical principles, restrictions on personal securities transactions (discussed further below), reporting personal securities trading, exceptions to reporting securities trading, reporting ethical violations, and distribution of the Code to the Adviser’s personnel.

The Code is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940. An existing or prospective client may obtain a copy of the Code by sending a request to the Chief Compliance Officer, Kristina D. Sherman at 7234 Lancaster Pike, Hockessin, DE 19707 or by calling her at 1-302-234-5750 ext. 624.

C. Restrictions on Personal Securities Transactions. The Code requires Access Persons to provide certain reports, including initial and annual reports listing all securities (or furnish brokerage statements ) for which the Access Person had any direct or indirect beneficial ownership as well as a list of any broker, dealer or bank account in which the securities are held. Access Persons must also pre-clear securities transactions that are defined within the Code, with the Chief Compliance Officer. Access Persons must also ensure that the Chief Compliance Officer receives broker confirmations for trades no later than ten (10) days after the end of the calendar month in which the transaction to which the report relates was effected. The only exceptions to the trade confirmation requirement is for open-ended mutual funds (those that can only be transacted at each end of day NAV) and purchases or sales effected in any account over which the Access Person has no direct influence or control or in any account which is managed on a discretionary basis by a person other than the Access Person and with respect to which such Access Person does not in fact have or seek to exercise influence or control. No account shall be treated as qualifying for the foregoing exception without the prior written approval of the Chief Compliance Officer.

Confirmations are cross referenced against the pre-clearance log to ensure that approval had been granted. D. Principal Trades. There may be times when the Adviser, acting as principal for its own account, will sell a security to, or purchase a security from a client. Those situations will be limited to situations when an error has occurred and the Adviser believes the transaction is needed to make the client whole. In the event that the Advisory client is a Family Limited Partnership, the Adviser will not proceed with the transaction without first disclosing the transaction to the designated family for whom the partnership was formed and obtaining the consent of the family's authorized representative(s). The Chief Compliance Officer will maintain a report of all principal trades as well as the back-up documentation explaining the reasons for the transaction. please register to get more info

Because of the fund-of-funds nature of Adviser’s clients, Adviser has not historically been involved with the direct management of portfolios of securities except (1) in the event of dissolution and in-kind distribution of an underlying fund in which Adviser has invested Fund assets or (2) through the hiring of a third party sub-advisor to manage portfolios of marketable securities. In the latter case, the third party sub-advisor handles any trading and as part of that process selects the brokers. To the extent that the Adviser does engage in the direct supervision of a portfolio of marketable securities and does not employ a third party sub-advisor, then the Adviser would use its best efforts and judgment to dispose of the portfolio in a manner that would best serve the needs of the investors of the particular Fund. Such manner may include, but is not limited to liquidation of all positions, distribution of all positions to the investors, retention of a successor portfolio manager to supervise the positions, or a combination of some or all of the foregoing or other methods. please register to get more info

A. Frequency and Nature of Review. The Investment Committee (“IC”) of BGA meets at least once a quarter to consider matters of asset allocation, manager selection, retention and termination within the Proprietary Funds. BGA provides final recommendations to BML for review and execution. The Management Committee of BML reviews the holdings in each Fund (including the Family Limited Partnerships) at least once a quarter and considers the recommendations of BGA when making decisions for the Proprietary Funds. The Management Committee of BML also seeks advice from BGA on matters of asset allocation, manager selection, retention and termination within the Family Limited Partnerships on an as-needed basis. BTC seeks advice from BGA on manager selection, retention and termination on an as-needed basis. Significant market events or changes in the investment objectives or guidelines of a particular client may trigger Management Committee reviews of client accounts on other than a periodic basis. B. Content and Frequency of Regular Account Reports. A client’s investors receive reports from the client pursuant to the terms of each client’s offering memoranda or as otherwise described in the governing documents of the Funds. Quarterly statements are sent by the Adviser’s qualified custodian to the clients’ investors as explained in Item 15. please register to get more info

The Adviser does not pay a referral fee to anyone for client referrals. Wicopesset Management Corp. ("WMC") is an Adviser to BGA and receives a fee from BGA for its services. WMC has referred one existing customer to BTC to whom both BTC and WMC provide services. BTC pays a portion of the fee it collects from the customer to WMC as compensation for services provided to the customer. The customer may, from time to time, invest in the Proprietary Funds. The principals of WMC are customers of BTC, investors in the Proprietary Funds and have a Family Limited Partnership managed by the Adviser. please register to get more info

BTC acts as the qualified custodian for the Adviser. BTC sends quarterly account statements to investors in the Funds of the Adviser (except for those Funds where the Adviser distributes Audited Financial Statements to the limited partners). BTC may act as sole Trustee of investors in the Funds. In those situations, BTC ensures that a grantor, beneficiary, or other family member receives the quarterly account statements on behalf of the investor. please register to get more info

The Adviser provides investment Advisory services on a discretionary basis to the Funds. The limited partnership or limited liability agreement of each fund names BML as the General Partner, Manager, or Managing Member and sets forth the scope of the Adviser’s discretion. Unless otherwise instructed or directed by a discretionary client, the Adviser has the authority to determine (i) the securities to be purchased and sold for the client account (subject to restrictions on its activities set forth in the applicable limited partnership or limited liability agreement) and (ii) the amount of securities to be purchased or sold for the client account. The Adviser provides investment advice to BTC but does not execute transactions on either a discretionary or non-discretionary basis. Security Trade Allocations. As explained in Item 4 above, all of the investors in the Funds are clients of BTC. Because the Proprietary Funds are open to all BTC clients who meet eligibility requirements, absent rare and unusual circumstances, new investment opportunities (including co-investments in existing funds) will be allocated solely to the Proprietary Funds and not to FLPs. This ensures that all eligible investors have equal access to the investment opportunities vetted by the Adviser.

Offers of additional capacity in existing investments that are owned by both the Proprietary Funds and FLPs will be allocated between the existing owners in a manner that the Adviser determines is fair and equitable under the circumstances and may include the following factors, among others, (i) client investment objectives and strategies; (ii) client risk profiles; (iii) tax status and restrictions placed on a client's portfolio by the client or by applicable law; (iv) size of the client account; (v) nature and liquidity of the security to be allocated; (vi) size of available position; (vii) current market conditions; and (viii) liquidity and cash flow considerations.

Notwithstanding the foregoing, to the extent that the Adviser serves as the investment adviser or the investment manager to multiple proprietary private equity entities with commitment periods that have not closed, the Adviser will generally allocate investments to fill each prior fund as close to its capacity (or over capacity) as deemed appropriate by the Adviser prior to filling any subsequent fund; however, as disclosed in the CPOMs for the Proprietary Funds, there is no assurance that any prior or subsequent fund will be fully committed.

The Adviser may effect cross transactions between discretionary client accounts. Cross transactions enable the Adviser to effect a trade between two clients for the same security at a set price. Such transactions are beneficial because they (1) possibly avoid an unfavorable price movement that may be created through entrance into the market, (2) save commission costs for both accounts, or (3) in the private security context, ensure that capacity with strong managers is retained by the firm. The Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. Cross transactions between client accounts are not permitted if they would constitute principal trades (see Item 11, subpart D) or trades for which the Adviser or its affiliates are compensated as a broker unless the Fund’s investors have consented based upon written disclosure to the Fund’s investors of the capacity in which the Adviser or its affiliates will act.

If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches of investment guidelines and restrictions occur, the Adviser's error correction procedure is to ensure that clients are treated fairly and, following error correction, are in the same position they would have been if the error had not occurred. The Adviser has discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy. please register to get more info

The Adviser recognizes that proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. The Adviser is engaged in the fund-of-funds business (and to a limited extent the manager-of-managers business). Where a funds-of-funds strategy is employed, the pooled investment vehicles do not hold exchange-traded securities but rather hold limited partnership or limited liability company interests in unregistered investment companies. From time to time, those entities may solicit consents for changes to the terms of the governing documents of the company. Those decisions are tracked by the Adviser. Where a manager-of-managers strategy is employed, the managed accounts may hold exchange traded securities. For those accounts, the Adviser delegates proxy voting responsibility to the sub-adviser whose investment strategy has precipitated the proxy receipt and who is in the best position to understand the relationship of any matter for which proxies are sought to the sub-adviser’s own investment strategy. The sub-adviser may use its own proxy voting policies and procedures to vote proxies of a managed account if the Managing Director reviews and approves the use of those policies and procedures. To this end, each Sub-Advisory Agreement states that, unless the Adviser gives written instructions to the contrary the sub-adviser will vote all proxies solicited by or in respect of the issuers of portfolio securities held within the managed account an and, in doing so, will use its best good faith judgment to vote such proxies in a manner which best serves the interests of the Fund.

Should the Adviser become responsible for voting proxies of marketable securities that are not managed by a third party manager, the Adviser complies with its proxy voting policies and procedures that are designed to ensure that in cases where the Adviser votes proxies with respect to client securities, such proxies are voted in the best interests of its clients. The clients’ investors may contact the Chief Compliance Officer, Kristina D. Sherman via telephone at 1-302-234-5750 ext. 624 in order to obtain information on how the Adviser voted the Funds’ proxies, and to request a copy of the Adviser’s proxy voting policies and procedures. The Chief Compliance Officer will prepare a written response to the investor that lists, with respect to each voted proxy that the investor has inquired about: (1) the name of the underlying investment, (2) the proposal voted upon and (3) the vote that was cast. please register to get more info

There are no Financial Conditions that are likely to impair the Adviser’s ability to meet contractual commitments to clients. please register to get more info