Brandywine Asset Management Inc

Item	5:	Fees	and	Compensation	 Method	of	Compensation	and	Fee	Schedule
    Brandywine’s	fees	vary	based	the	product.	The	fees	are	negotiable.
    The	Brandywine	Collective	Investment	Trust	charges	a	management	fee	ranging	from
    0.34%	 to	0.64%	(annualized)	depending	on	the	underlying	fund.

                                           														Management	Fee

                     Brandywine	Large	Cap	Founders	Class	                                       34	bps
                     Summit	Large	Cap	Growth	Founders	Class	                                    44	bps
                     Advantage	Large	Cap	Value	Founders	Class	                                  44	bps
                     Brandywine	 Extended	Market	Founders	Class	                                54	bps
                     Summit	Small	Cap	Growth	Founders	Class	                                    64	bps
                     Advantage	Small	Cap	Value	Founders	Class	                                  64	bps
                     Focus	International	Founders	Class	                                        54	bps
                     Foundation	Core	Bond	Founders	Class	                                       34	bps
                     Foundation	Diversified	Income	 Founders	                                   49	bps
                      Class
                     Foundation	Preservation	 Founders	Class	                                   44	bps

    Note:	Brandywine	charges	0%	management	fee	on	its	target	date	funds	since	they	invest	in
    the	underlying	funds	above.
    Client	Payment	of	Fees
    Brandywine’s	 management	 fees	 in	 regard	 to	 Collective	 Investment	 Trust	 (CITs)	 are	 paid	 to
    Brandywine	 monthly	 by	 the	 fund’s	trustee,	 Alta	 Trust	Company.
    Brandywine’s	 Management	 Fee,	 charged	 by	 its	 private	 limited	 partnerships,	 is	 billed
    quarterly	 in	advance,	meaning	the	fund	is	billed	within	the	first	week	of	each	quarter.	With
    regard	 to	 Separately	 Managed	 Accounts,	 management	 fees	 are	 usually	 charged	 monthly	 in
    advance	and	deducted	from	a	designated	client	account	to	facilitate	 billing.	The	client	must

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    consent	in	advance	to	the	direct	debiting	of	their	investment	account.	Brandywine	Collective
    Investment	Trust	charges	fees	daily	and	pays	them	to	Brandywine	at	the	end	of	each	month.
    Brandywine’s	Performance	fee	for	its	private	 limited	partnership	is	 billed	 at	 the	end	 of	each
    calendar	year.	Brandywine’s	Performance	fee	for	its	Separately	Managed	Accounts	is	billed	at
    the	end	of	each	calendar	quarter.
    Additional	Client	Fees	Charged
    Also	in	addition	to	the	asset	management	and/or	performance-based	fee	assessed	to	clients
    in	any	Fund	or	Separately	Managed	Account	managed	by	Brandywine,	each	 Fund	or	Account
    (referred	 to	 as	 “Account”)	 bears	 all	 costs	 and	 expenses	 directly	 related	 to	 its	 investment
    program,	 including:	 costs	 associated	 with	 specific	 investment	 transactions	 affected	 or
    positions	held	for	a	Account’s	account	including	all	fees	and	costs	of	the	purchase	of	 and	the
    sale	 of	 interests	 in	 all	 investments	 of	 an	 Account;	 underwriting	 and	 private	 placements;
    brokerage	commissions;	custody	fees	and	any	withholding	or	transfer	taxes	imposed	on	the
    Account.	 The	Account	also	bears	all	out-of-pocket	costs	of	the	administration	of	an	Account,
    including	accounting,	audit	and	legal	expenses,	research	and	research-related	expenses,	and
    costs	 associated	 with	 reporting	 and	 providing	 information	 to	 existing	 and	 prospective
    Account	 investors.	 An	 Account’s	 operator	 may,	 however,	 in	 its	 sole	 discretion,	 choose	 to
    absorb	any	such	 expenses	incurred	on	behalf	of	the	Account.	The	above	list	and	description	of
    costs	and	investments	that	an	Account	may	bear	is	not	complete.	Thus,	investors	should	refer
    to	 the	 offering	 document	for	each	Account	for	a	complete	description	and	 list	 of	costs	 and
    expenses	 that	each	Account	may	bear.
    For	more	details	on	the	brokerage	practices,	see	Item	12	of	this	brochure.
    External	Compensation	for	the	Sale	of	Securities	to	Clients
    Brandywine	does	not	receive	any	external	compensation	for	the	sale	of	securities	to	clients,
    but	investment	advisor	representatives	of	Brandywine	may	receive	commissions	for	the	sale
    of	securities	as	registered	representatives	of	unaffiliated	broker	dealers.
    This	represents	a	conflict	of	interest	because	it	gives	an	incentive	to	recommend	products
    based	 on	 the	 commission	 received.	 As	 registered	 representatives,	 investment	 advisor
    representatives	of	Brandywine	do	not	charge	advisory	fees	for	the	services	offered	through
    unaffiliated	 broker	 dealers.	 This	 conflict	 is	 mitigated	 by	 the	 fact	 that	 investment	 advisor
    representatives	of	Brandywine	have	a	fiduciary	responsibility	to	place	 the	 best	interest	of
    the	client	first	and	clients	are	not	required	to	purchase	any	products	or	services.	Clients	have
    the	option	 to	purchase	these	products	through	 another	 registered	 representative	 of	 their
    choosing.

Item	7:	Types	of	Clients
    Description
    Brandywine	provides	investment	advice	to	ultra-high-net-worth	individuals,	corporations,
    and	other	business	entities	via	separately	managed	accounts	and	to	Collective	Investment
    Trusts.
    Client	relationships	vary	in	scope	and	length	of	service.
    Account	Minimums
    Brandywine	requires	 an	 account	 minimum	of	 $25,000,000	 to	 open	 a	 Separately	 Managed
    Account,	but	reserves	the	right	to	waive	the	minimum	at	its	discretion.

    Item	8:	Investment	Programs,	Strategies,	and	Risk	of	Loss
    Investment	 Programs
    Brandywine	 is	 a	 specialist	 firm,	 offering	 investment	 advisory	 services	 built	 around	 its
    “Return	Driver”	and	“Risk	Replacement”	models.	These	include	the	Brandywine	Enhanced
    and	Target	Date	Funds	 developed	for	401(k)	and	other	qualified	retirement	plans,	and	a
    hedge	 fund	 and	 managed	 account	 program.	 Brandywine’s	 “Risk	 Replacement”	 is	 an
    investment	 methodology	in	which	an	underlying	benchmark	(such	as	the	S&P	500	or	U.S.
    Aggregate	Bond	index)	exposure	is	maintained,	but	a	portion	of	the	risk	of	owning	the	index
    is	offset	with	option	protection	and,	in	its	original	form,	replaced	by	the	lower	risk	of	holding
    a	smaller	allocation	made	to	Brandywine’s	Return	Driver	Diversifier.
    Investment	 Strategy

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    While	Brandywine’s	specific	investment	strategy	is	dependent	upon	the	investment	program
    selected	 for	 each	 fund	 or	 separately	 managed	 account,	 Brandywine	 applies	 a	 common
    philosophy	and	research	approach.
    Brandywine’s	 underlying	 philosophy	is	 based	on	 the	 belief	 the	 reduced	 loss	 can	 lead	to
    increased	returns	over	time.	This	has	led	to	Brandywine	 using	options	to	protect	downside
    exposure,	as	well	as	combining	multiple	uncorrelated	trading	strategies	 –	each	designed	to
    profit	 from	 a	 logical,	 distinct	 Return	 Driver	 –	 into	 a	 balanced	 and	 systematically	 executed
    “Return	Driver	Diversifier”	that	is	structured	to	pay	for	the	cost	of	the	option	protection.	An
    example	 of	 a	 commonly	 recognized	 Return	 Driver	 is	 that	of	corporate	earnings	growth
    powering	the	long-term	performance	of	equities.	But	Brandywine	expands	its	Return	Driver
    Diversifier	 well	 beyond	 that	 of	 the	 typical	 equity	 investor.	 Brandywine’s	 investment
    strategies	 are	 designed	 to	 exploit	 a	 diversity	 of	 Return	 Drivers	 based	 on	 behavioral,
    fundamental,	arbitrage	and	quantitative	factors.	Applied	to	a	 wide	range	of	global	 markets,
    these	 strategies	produce	returns	that	are	uncorrelated	 with	 those	 of	 all	 other	 investment
    benchmarks.
    Material	 Risks
    The	transactions	in	which	Brandywine	generally	will	engage	involve	trading	risks.	Growing
    competition	in	the	markets	as	well	as	the	development	of	sophisticated	technology	that	is
    able	to	discover	investment	opportunities	more	rapidly	may	limit	Brandywine’s	 ability	 to
    take	advantage	of	opportunities	in	rapidly	changing	markets.
    It	is	possible	that	some	of	the	trading	strategies	selected	by	Brandywine	will	not	meet	all	of
    the	above	criteria,	and	that	some	or	all	of	the	investments	selected	by	Brandywine	will	not
    perform	 as	 anticipated.	 The	 summary	 above	 is	 based	 upon	 numerous	 assumptions	 and
    opinions	 of	 Brandywine	 concerning	 financial	 markets	 and	 other	 matters,	 the	 accuracy	 of
    which	cannot	be	assured.	There	can	be	no	assurance	that	Brandywine’s	investment	strategy
    will	 achieve	 profitable	 results,	 and	 results	 may	 vary	 substantially	 over	 time.	 Past
    performance	of	Brandywine	or	its	affiliates	is	not	indicative	of	future	results.	Investors	risk
    the	 loss	 of	 their	 entire	 investment.	 Because	 of	 the	 nature	 of	 Brandywine’s	 investment
    programs,	a	clients’	results	will	fluctuate	from	month	to	month	 and	 from	 period	 to	 period.
    Accordingly,	 clients	 should	 understand	 that	 the	 results	 of	 a	 particular	 period	 will	 not
    necessarily	be	indicative	of	results	in	future	periods.	Clients	face	the	following	investment
    risks	and	should	discuss	these	risks	with	Brandywine:
      •   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	 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.	For	example,	 political,	 economic	and	social
          conditions	 may	 trigger	 market-wide	 reactions	 not	 necessarily	 associated	 with	 any	 given
          individual	security’s	underlying	fundamentals	or	other	investment	characteristics.	Regardless
          of	 how	 well	 individual	 companies	 or	 securities	 perform,	 the	 value	 of	 a	 client’s	 investment
          portfolio	may	decline	due	to	deterioration	within	broader	economic	market	conditions.
      •   Inflation	Risk:	 When	any	type	of	inflation	is	present,	a	dollar	today	will	buy	more	than	a
          dollar	next	year,	because	purchasing	power	is	eroding	at		the	rate	of	inflation.

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     •   Currency	Risk:	Non-domestic	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.
     •   Liquidity	 Risk:	 Liquidity	 is	 the	 ability	 to	 readily	 convert	 an	 investment	 into	 cash.
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