BROWN ADVISORY INC

This Brochure relates to the investment advisory services offered by Brown Advisory LLC (“Brown Advisory”, “the firm”, or “we”). Brown Advisory is registered with the SEC as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended. Brown Advisory is a wholly owned subsidiary of Brown Advisory Management LLC (“BAM”). BAM is a wholly owned subsidiary of Brown Advisory Group Holdings LLC (“BAGH”). Brown Advisory’s controlling entity is Brown Advisory Incorporated (“BAI”). BAI is the managing member of BAM. DESCRIPTION OF ADVISORY SERVICES Brown Advisory provides investment management services to institutions, investment companies, high net worth individuals and families, endowments, foundations, other charitable organizations, public/government-related clients, pension and profit-sharing plans, insurance companies, corporations, individual retirement plans, trusts, estates, and other taxable individual plans. We provide active investment strategies across equity, fixed income and balanced portfolios. We also provide strategic advisory services to certain high net worth clients. Typically, when providing investment management services, we have discretion to select securities to buy and sell for a client’s account, subject to certain restrictions, limitations or other requirements clients may impose with respect to their individual accounts. We will work with a client to accommodate investment guidelines and restrictions so long as they do not interfere materially with a portfolio manager’s ability to implement the investment and portfolio construction process. We also provide non-discretionary advisory services. Our Institutional equity investment strategies generally seek to provide clients with long-term capital appreciation by actively selecting securities for investment in generally concentrated portfolios. Our equity strategies are differentiated by (1) the market capitalization range of each strategy’s portfolio holdings, (2) the geographic focus of each strategy, (3) the underlying style of each strategy (i.e. growth, value, opportunistic, or income), or (4) consideration of sustainable investing criteria. In addition to our internally managed equity strategies, we offer several subadvised strategies to our clients through U.S.-registered open-ended mutual funds, exchange traded funds (“ETFs”), and separately managed accounts. Our Institutional fixed income investment strategies generally seek to provide clients with longterm capital appreciation by allocating capital to bonds that we believe have the potential to maximize risk-adjusted returns. This philosophy is applied to our long-only fixed income strategies within the context of maintaining a core stability of principal value. What differentiates each of our long-only strategies is the maturity or duration band in which each strategy operates, the allowance of below investment-grade bonds, the focus on taxable or tax-exempt bonds, and consideration of sustainable investing criteria for certain strategies.

Both our Institutional equity and fixed income investment strategies employ a bottom-up, fundamental research approach in their security selection process. The following are some of Brown Advisory’s significant equity strategies:  Flexible Equity  Global Leaders  Global Value Select  International Value Select  Large-Cap Growth  Large-Cap Sustainable Growth  Large-Cap Sustainable Value  Mid-Cap Growth  Small-Cap Growth  Small-Cap Fundamental Value  Sustainable International Leaders  Sustainable Small-Cap Core The following are some of Brown Advisory’s significant fixed income strategies:  Enhanced Cash  Global Sustainable Total Return Bond  Global Sustainable Income Bond  Intermediate Income  Limited Duration  Mortgage Securities  Municipal Bond  Sustainable Core Fixed Income  Sustainable Short Duration Fixed Income  Tax-Exempt Sustainable Fixed Income The following are some of the significant externally managed sub-advised strategies:  Emerging Markets Select  Large-Cap Value  Strategic European Equity  Japan Equity In addition, Brown Advisory offers various customized and client-driven solutions. These investment solutions draw from the universe of securities that are covered by our research to build portfolios that are intended to meet various needs, such as value-based investing, outcomebased investing and thematic investing. These strategies are available as separate accounts for our Institutional and Private Client, Endowments & Foundations (“PCE&F”) clients. For those clients who engage us for multi-strategy or balanced portfolio management, including asset allocation and manager selection, we seek investments across asset classes which we believe offer the ability to achieve the client’s long-term goals and outperform an applicable

benchmark on a risk-adjusted basis over a full market cycle. We can use a combination of active and passive strategies, liquid and illiquid, and an array of managers in a manner we believe serves each client’s needs, subject to their investment guidelines, restrictions and other considerations. Our balanced portfolio management clients have access to outside managers and internally managed strategies and funds through an Investment Solutions platform. This service provides clients access to a range of investment opportunities and asset classes, including global equities, emerging market equities, global fixed income, high-yield fixed income, private investments, commodities, hedge funds, real estate and strategies designed to achieve tax efficiencies. By combining our selective Investment Solutions platform with our in-house resources, we seek to optimize our customized portfolio management capabilities for clients. Affiliates of Brown Advisory manage private funds that invest in public equity, private equity, private credit, real estate, and hedge fund managers and in venture capital investments. We also offer family office as well as strategic advisory services for clients with complex financial, investment, and fiduciary circumstances. These services may include tax planning, intergenerational wealth transfer (including trust and estate planning), philanthropic planning, family business advisory and wealth structuring. Within our Endowments and Foundations business, these services may include spend rate planning, planned giving support and other services. For those clients seeking an outsourced chief investment officer (“OCIO”) solution, we advise and lead our non-profit partners through the complexities of their investments and asset management to achieve their mission. If engaged to do so, we may employ a variety of investment services, including developing investment policies and objectives, analyzing asset allocation and diversification, researching and selecting investment managers, providing due diligence and performance monitoring of managers and supplying periodic performance reports and customized education. We may provide strategic support in terms of assistance with governance, fiduciary matters, donor development and audit and tax matters. We may provide operational support in terms of custodian relations, pricing and reporting of alternative investments, quarterly review preparation and day-to-day administrative support. CUSTOMIZATION OF ADVISORY SERVICES We work with our clients to provide investment advice that meets their goals and objectives. Any client-imposed limitations or guideline restrictions are defined and outlined in the client's investment documentation and updated as necessary. These documents address a client’s guidelines and objectives in greater detail. When clients provide us with their own investment policy statements, we review the language to ensure it reflects our investment management responsibility. When necessary, the language is adjusted and approved by both the client and Brown Advisory before management of the account begins. When Brown Advisory or one of its affiliates is the investment adviser to a pooled investment vehicle, investment objectives, guidelines and any investment restrictions are not tailored to the

needs of individual investors in those vehicles. Rather, they are described in the offering documents for the vehicles. WRAP FEE PROGRAMS AND MODEL DELIVERY Brown Advisory is retained by sponsors of certain bundled “wrap-fee” arrangements. The sponsors have primary responsibility for client communications and service and for executing portfolio transactions. We provide investment management services to the clients of the sponsors. Generally, clients pay a single, all-inclusive (or “wrap”) fee charged by the sponsor that covers asset management, trade execution, custody, performance monitoring and reporting through the sponsor. The sponsor typically pays Brown Advisory a portion of the wrap fee based on the assets of clients invested in the applicable Brown Advisory strategy in the wrap fee program. Brown Advisory also provides investment advisory services for select model-based separately managed account programs of unaffiliated managers and financial advisors. In these programs, we typically provide a non-discretionary model portfolio to the program manager, who is then responsible for executing transactions and coordinating account guidelines and restrictions with the underlying separate account client. In exchange for these services, we receive a fee from the unaffiliated manager or financial advisor. Wrap accounts and model delivery accounts are not managed identically to Institutional accounts. Purchases and sales that are implemented for Institutional accounts will not always be reflected in wrap and model delivery accounts. Model delivery program sponsors typically retain the ultimate discretion over how trades are implemented in client accounts. In addition, the model delivery sponsors and wrap-fee program managers may impose guidelines and restrictions that are different from those governing the strategy. For these reasons, clients should expect the holdings of wrap and model delivery accounts to differ from one another and from that of the relevant strategy. ASSETS UNDER MANAGEMENT As of December 31, 2025, Brown Advisory had approximately $124.3 billion in assets under management. Of that total, approximately $119.2 billion represents assets managed on a discretionary basis and roughly $5.1 billion represents assets managed on a non-discretionary basis. These values do not include client assets under management, administration or advisement by our affiliated firms, including Brown Investment Advisory & Trust Company, Brown Advisory Limited, Brown Advisory Investment Solutions Group LLC, Marylebone Partners LLP (“Marylebone”), NextGen Venture Partners, LLC (“NextGen”), and Signature Financial Management, Inc. (doing business as Brown Advisory) (“Signature”). ITEM 5 FEES AND COMPENSATION PRIVATE CLIENTS AND ENDOWMENTS AND FOUNDATIONS CLIENTS We manage assets for PCE&F clients seeking discretionary portfolio management services. Each client receives personalized investment management services from their respective portfolio managers based on an analysis of the client's instructions, financial circumstances, income

requirements, risk tolerance, investment objectives and other pertinent factors. In certain circumstances, we provide clients with non-discretionary and administrative services. Clients typically pay advisory fees based on a percentage of assets in their account(s). Fees may be negotiated depending on the particular circumstances of the client, scope of services provided, size of account(s), service levels, reporting and other arrangements, as agreed with specific clients. In those instances, a client may pay more or less than the fees on our standard fee schedules, and more or less than similar clients. We receive management fees from our clients typically on a quarterly basis. Although most of our clients pay in arrears, clients also may pay fees in advance. We will accept both. Fees do not include fees for services performed by the client’s custodian. For those that pay in arrears, if the management of the account commences at any time other than the beginning of a calendar quarter, the first management fee is prorated based on the number of days of such calendar quarter during which this agreement was in force. If an account terminates during a calendar quarter, a pro-rata fee will be assessed based on the number of days in the quarter that the account was under management. For those clients who pay in advance and terminate their accounts, a final prorated fee will be calculated and the difference between the prepayment and calculated fees earned will be refunded to the client. Although we typically accept PCE&F clients with $5 million of investable assets or more, we accept clients of smaller assignments depending on the client relationship, client service requirements and certain circumstances. Fees are generally based on the market value of a client’s assets. Provided below are the standard annual fee schedules for the investment management services we currently offer for Private Clients: PRIVATE CLIENT PORTFOLIOS GREATER THAN $5 MILLION 1.00% on the first $5 million under management 0.75% on the next $5 million under management 0.50% on the next $15 million under management 0.35% on the next $75 million under management 0.30% on amounts over $100 million under management In circumstances where a minimum is waived the following standard schedule generally applies: PRIVATE CLIENT PORTFOLIOS LESS THAN $5 MILLION 1.25% on the first $3 million under management 1.00% on the next $2 million under management ENDOWMENTS & FOUNDATIONS CLIENT PORTFOLIOS For Endowments & Foundations clients, fees are negotiated with clients and vary by client size, complexity and other factors. Maximum fees are generally 0.75% of assets under management.

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we do not receive, directly or indirectly, any portion of these fees charged to the client. They are paid to the client’s broker, custodian or the mutual fund(s) or other investment(s) the client holds. These fees include brokerage commissions, transaction fees, exchange fees, regulatory fees, advisory fees and administrative fees charged by mutual funds, ETFs, private funds or private equity vehicles, custodial fees, deferred sales charges on mutual funds or annuities, oddlot differentials, transfer taxes, wire transfer and electronic fund processing fees, legal fees and commissions or mark-ups/mark-downs on security transactions. COMPENSATION FOR SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS AND CONFLICTS OF INTEREST We compensate employees for business development activity, including the attraction or retention of client assets. In addition, certain colleagues receive a year-end incentive that is derived from the accounts they manage. Several advisory board members have agreements under which they may be compensated for referring potential clients to Brown Advisory. Certain employees are eligible to receive performance-based compensation for certain transactions initiated and executed by the Venture Capital team. This compensation arrangement has the potential to incentivize members of the applicable investment teams to pursue certain transactions. The performance bonus portion of a portfolio manager’s compensation is based primarily on the overall performance returns of the portfolios they manage and secondarily on their ability to retain and grow client assets. These factors are used to establish each manager’s portion of the bonus pool. The size of the bonus pool is determined each year based upon the profitability of the firm. Additionally, equity is a vital part of the overall compensation mix. Brown Advisory awards equity to investment professionals in order to align our interests with those of our clients, as we believe that equity in an investment management firm is ultimately an investment in the performance of the underlying securities in clients’ portfolios. FEES FROM AFFILIATED FUNDS If Brown Advisory manages a balanced account for a client, and in other circumstances, both affiliated and unaffiliated registered and private funds may be used or recommended. Fees and expenses associated with these vehicles are detailed in the corresponding prospectuses and fund offering documents. When clients hold Brown Advisory-sponsored mutual funds and/or ETFs in an account that is charged an investment advisory fee by Brown Advisory or any of its affiliates, Brown Advisory has policies and procedures in place designed to ensure that a client is credited its approximate pro-rata share of the management fee paid to Brown Advisory by the affiliated mutual fund or ETF as an offset against, and to the extent of, the client’s investment advisory fee for the applicable billing period, unless otherwise noted in the fund’s prospectus or offering document or otherwise negotiated. Exceptions to this practice apply if a fund is operating over its expense cap or to the extent that the allocable share of the management fee to be deducted

exceeds the client’s investment advisory fee for the applicable billing period. In cases where any such mutual fund or ETF has exceeded its expense cap, the firm will cover the excess expenses and reduce the quarterly rebate to clients to the extent of the expenses incurred by the affiliated mutual fund or ETF. If the firm subsequently is able to recoup any such expenses allocable to an affiliated mutual fund or ETF in excess of an expense cap, the firm will not increase the offset amount over the investment advisory fee; these recouped expenses will be borne by the client. Clients paying a Brown Advisory account-level investment advisory fee typically receive an offset in an amount approximately equal to the client’s allocable share of management fees charged by firm-sponsored mutual funds and ETFs in which the client invests, up to the amount of the applicable account-level investment advisory fee. Typically, these fees are calculated and accrued on a daily basis, while any such fee offsetting occurs on a quarterly basis consistent with applicable rebates. Brown Advisory benefits financially from investments in our proprietary products. Within mutual funds, other fees, including business management or shareholder servicing fees (i.e., administrative services fees) are charged as described in the prospectus and SAI. Shareholder servicing fees are utilized to cover expenses related to ongoing servicing of existing shareholders. The business management fees are utilized to offset business related expenses incurred by such funds; some examples of these expenses include but are not limited to Board of Trustee relations, officer functions, technology expenses, and overhead. Brown Advisory also may benefit indirectly from investments in our proprietary products by receiving beneficial terms from service providers to such products, where those service providers are engaged by Brown Advisory in other capacities. To determine shareholder servicing fees, the firm classifies its internally managed and sub‑advised mutual funds into two categories, using each fund’s inception date as the basis for classification. For mutual funds launched before 2013, Brown Advisory generally provides fee offsets against shareholder servicing fees to ensure the client’s net expense ratio is aligned with the lowest available share‑class (i.e., Institutional share class). For funds launched in 2013 or after, clients are typically invested in the share class that offers the lowest available net expense. Certain custodians do not offer the lowest fee share classes offered in Brown Advisory’s mutual funds and sub-advised mutual funds on their platforms. In these cases, clients will be invested in the lowest share class available on the custodian’s platform, which may not be the lowest share class offered by Brown Advisory. As a result, clients may incur higher fund expenses than they would if the lowest‑fee share class were accessible through their custodian. Therefore, clients should not assume that their assets will be invested in the share class with the lowest possible expense ratio. For both registered and private funds, it is common for different share classes to maintain different fees. Certain share classes receive more favorable fee structures. There is no guarantee that a client will be invested in the lowest share class offered or receive terms as favorable as those received by other clients of the firm. In addition, depending on the circumstances, and from time to time, share class or fund minimums (either for private or mutual funds managed by

Brown Advisory or one of its affiliates) are waived or lowered. Examples of these circumstances include clients that maintain additional accounts or have a long-standing relationship with the firm or employees who are also clients of the firm. Please refer to the prospectus or offering documents of the corresponding Funds for additional details. Private Equity Funds – Firm Line of Credit An affiliate of Brown Advisory has the ability to provide a line of credit to the private funds it sponsors that facilitate investments in private equity managers, hedge fund managers and direct venture capital and private equity investments. Brown Advisory can determine, in its sole discretion, to extend credit to a private fund; however, it is not under an obligation to extend credit to a private fund and some private funds may participate in the line of credit while other private funds are not given the opportunity to borrow against the line of credit. In addition, where a line of credit is extended, Brown Advisory receives a fee in the form of interest payments in respect of money loaned to a private fund under the line of credit. This fee is borne by the investors in the fund and is in addition to the other fees payable to Brown Advisory or one of its affiliates as the managing member, general partner or investment adviser to the private fund. Payments made by a private fund to satisfy an interest or maturity payment will decrease the amount of capital in the private fund available for investment and will not produce any returns for the investors. Brown Advisory can modify the maturity date or interest due on a loan at any time in its sole discretion. These actions will disadvantage the private fund and its investors if they cause a fund to forgo an investment opportunity in whole or in part in order to satisfy an interest payment or payment due at term.

As an investment adviser, we provide investment management services to individuals and institutions through a variety of investment vehicles. These include mutual funds, ETFs, CITs, model delivery, separate accounts and private funds. Different factors, including account type and size, are used to determine which vehicle is most appropriate for the client. We utilize different methods of analysis that are tailored to our investment strategies. As a general matter,

we employ fundamental, bottom-up research utilizing proprietary and non-proprietary analysis and data to arrive at investment advice. Several of our Institutional strategies incorporate sustainable investing research as part of their investment analysis. Certain of these strategies, which seek to deliver investment returns taking into consideration sustainable investing risks and/or sustainable opportunities as a factor in the investment analysis, are considered to be part of our sustainable investing platform and include both equity and fixed income solutions. Some of our fund vehicles with sustainable investment objectives also employ exclusionary screens. Set forth below are the primary investment strategies and methods of analysis that we utilize in formulating investment advice or managing assets. EQUITIES Our equity investment strategies seek to provide clients with long-term capital appreciation by actively selecting securities for investment in relatively concentrated portfolios. Our equity strategies strive to outperform relevant benchmark indices over the long-term. For each of our equity strategies, we employ a similar investment process and method of analysis. What differentiates our equity strategies from each other are the strategy’s (1) market capitalization range, (2) geographic focus, (3) underlying style (growth, value, opportunistic, or income), and (4) consideration of sustainable investing criteria for certain strategies. We employ a bottom-up, fundamental research approach to the identification, examination and eventual selection of securities for our portfolios. Research is conducted by research analysts whose primary focus is to research and analyze industries and companies. Portfolio managers utilize the research provided by the research analysts and their own investment insights to buy and sell equity securities and construct portfolios. Individual position weightings are largely a function of our conviction regarding a security’s longterm appreciation potential; securities with the greatest upside potential relative to downside risk tend to be the largest positions in our portfolios. We manage position sizes actively, seeking to trim fully valued holdings and deploying that capital into existing or new holdings with more attractive valuations, in an effort we believe will optimize the portfolio from a risk/reward perspective. The following are some of Brown Advisory’s significant, internally managed equity strategies:  Flexible Equity  Global Leaders  Global Value Select  International Value Select  Large-Cap Growth  Large-Cap Sustainable Growth  Large-Cap Sustainable Value  Mid-Cap Growth  Small-Cap Fundamental Value  Small-Cap Growth  Sustainable International Leaders

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Sustainable Small-Cap Core

FIXED INCOME Our fixed income strategies are actively managed and seek to provide risk-adjusted returns on behalf of our clients that are primarily driven by income and capital appreciation. We apply this philosophy to our fixed income strategies within the context of targeting core stability of principal value. What differentiates each of our strategies are the maturity or duration objectives of each strategy’s portfolio, the extent to which the strategy takes duration and curve positioning risk, the extent to which the strategy allocates risk across fixed income asset classes, the focus of the strategy on taxable bonds, tax-exempt bonds or both, and consideration of sustainable investment criteria for certain strategies. Our process features top-down and bottom-up research. The top-down research process is an ongoing assessment of potential macroeconomic scenarios that inform portfolio construction and asset allocation decisions. The bottom-up research process focuses on delivering best ideas within various sector coverage universes while informing the top-down research process. The following are some of Brown Advisory’s significant fixed income strategies:          

Enhanced Cash Intermediate Income Global Sustainable Total Return Bond Global Sustainable Income Bond Limited Duration Mortgage Securities Municipal Bond Sustainable Core Fixed Income Sustainable Short Duration Tax-Exempt Sustainable Fixed Income

SUSTAINABLE INVESTING PLATFORM Brown Advisory defines sustainable investing strategies as those that consider sustainable investment risks and opportunities in their investment decision-making process where that research is considered to be material to long-term performance. The Institutional equity and fixed income strategies on the firm’s sustainable investing platform seek to invest a significant majority or greater of the assets they manage on behalf of clients in investments with “sustainable drivers.” Investments with sustainable drivers are defined as those engaged in sustainability-related activities, such as responsibly and efficiently managing resources, enabling a more stable economy, and contributing to fair and stable societies in a manner that drives improved financial outcomes or a competitive advantage for the investment. Brown Advisory’s global Institutional equity and fixed income research teams include sustainable investment strategists that specialize in sustainable investment research. These specialists are primarily responsible for conducting bottom-up research on individual securities held in sustainable investing strategies. Third-party data may also be utilized as a supplement to this

research or to facilitate exclusionary screens in place for certain funds and/ or as agreed to with an applicable client. The sustainable investment research capabilities of the team include risk assessments, opportunity assessments, labeled bond assessments and thematic and sector-focused research, each of which can be utilized as applicable. In addition, information gathered through sustainable investing focused company, issuer or stakeholder engagements can be used to inform the team’s broader research. Although this research is incorporated into the investment process for strategies categorized as sustainable, each of the firm’s Institutional strategy portfolio managers have the option to leverage sustainable investment research as part of their investment decisionmaking process. Some of the portfolio managers incorporate this research in a routine manner while others leverage this research when they deem relevant. Portfolio managers of those strategies not categorized as sustainable may elect to integrate sustainable investment research to varying degrees, if at all. ARTIFICIAL INTELLIGENCE Brown Advisory utilizes artificial intelligence (“AI”)–enabled applications and tools to support certain aspects of its investment and business operations. These tools include third-party technology solutions developed for Brown Advisory, as well as commercially available AI applications. Brown Advisory also has developed certain proprietary AI-enabled applications designed to enhance internal workflows and operational efficiency. Some of these tools incorporate non-proprietary large language models and may be configured to query databases containing publicly available information, licensed data, and Brown Advisory’s proprietary research and other internal information in order to generate summaries, workflow enhancements, or analytical outputs. Applications used in connection with investment research are designed to enhance the efficiency and organization of the research process but are not intended to replace Brown Advisory’s fundamental, bottom-up investment approach, which is conducted by teams of investment professionals who exercise independent judgment. Brown Advisory’s use of AI tools is subject to risks, including the possibility that the underlying data may be incomplete or inaccurate, that outputs may be erroneous, misleading, or biased, or that confidential information could be exposed through cybersecurity incidents or unauthorized access. Brown Advisory has adopted policies and procedures governing the evaluation, testing, oversight, data protection, and appropriate use of AI-enabled tools; however, there can be no assurance that such measures will fully eliminate the risks associated with the use of these technologies. BALANCED PORTFOLIO MANAGEMENT For those clients who want to be invested in both equities and fixed income, we provide balanced portfolio management. We also offer asset allocation advice for clients who want to pursue other

investment strategies, such as alternatives, private equity and specific values-focused investments. We provide our clients with access to our Institutional strategies as well as to outside managers through our Investment Solutions Group. This service provides clients access to a wider range of investing opportunities and asset classes, including international equities, emerging-markets equities, global fixed income, high yield fixed income, private investments, commodities, hedge funds, real estate, and sustainable investing solutions across a variety of asset classes. By combining our external manager research process with our extensive in-house resources, we enhance our customized portfolio management capabilities for clients. Our Investment Solutions Group provides clients with access to external investment management capabilities. To establish the list of managers, we:    

Follow a disciplined process of research, selecting and monitoring investment managers; Identify strategies and managers that we believe have the potential to add value to a client’s total portfolio; Are proactive in identifying, researching and executing opportunities around the globe; and Leverage our network to access ideas and investing opportunities. Our network includes but is not limited to attorneys and accountants, industry connections, foundations and endowments, national and local government officials, research universities, board directors and members, executives and business owners, consultants, investment bankers, venture capital and private equity firms, and national and local decision makers.

Brown Advisory and its affiliates sponsor and manage private funds that provide exposure to alternative investments and managers, including private equity, venture capital, private credit, real estate, global macro and event-driven strategies. In the fund-of-fund business, the firm seeks to invest with established, performance-oriented managers and firms. OCIO SOLUTIONS For those institutions and nonprofits seeking an OCIO solution, we advise and lead our non-profit partners through the complexities of their investments and asset management. We employ a variety of investment services as agreed upon with the client, including developing investment policies and objectives, analyzing asset allocation and diversification, researching and selecting investment managers, providing due diligence and performance monitoring of managers and supplying periodic performance reports and customized education. Risk and liquidity are matters of utmost importance and we provide various scenario analyses to help inform asset allocation for certain of our OCIO clients. We use a combination of active and passive investment strategies, public and private, across all asset classes to build a custom portfolio for each individual client STRATEGIC ASSET ALLOCATION As an independent investment advisory firm, we are committed to serving our clients’ needs and goals. For those clients who are looking for a balanced approach to their investment portfolios,

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We typically provide investment management services to individuals and institutions. These include: 1. High net worth individuals and families 2. Pooled vehicles, including registered investment companies, UCITS, collective investment trusts and private funds 3. Endowments 4. Foundations 5. Charitable organizations 6. Public/government-related clients 7. Pension and profit-sharing plans 8. Insurance companies 9. Corporations and other businesses 10. Individual retirement plans 11. Trusts 12. Estates 13. Religious institutions 14. Other taxable individual accounts

From time to time we will accept Institutional clients that wish to pay performance-based fees. In addition, certain private funds advised by Brown Advisory or one of its affiliates charge carried interest or a performance fee. The Private Placement Memoranda or other offering documents for a private vehicle should be consulted for additional information. Since most of our clients maintain tiered, asset-based fee schedules, this means some portfolio managers are managing accounts for clients that compensate the firm according to an assetbased fee schedule at the same time they are managing accounts for clients that compensate the firm according to a portfolio’s investment performance relative to its benchmark or based on the appreciation of a client’s investment within a given fund. By managing these two types of feepaying accounts at the same time, a portfolio manager is faced with certain potential conflicts. These include:  An incentive for the portfolio manager to favor accounts for which the firm receives a performance-based fee;  An increased chance that the portfolio manager’s strategy will experience style drift or take on excessive risk if his or her compensation is tied to performance; and

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An incentive for the portfolio manager to allocate scarce investment opportunities to clients that pay performance-based fees.

Brown Advisory maintains and enforces written policies and procedures designed to ensure that allocation decisions are made in a manner Brown Advisory believes is consistent with its obligations and fiduciary duties and that allocation decisions do not consistently advantage or disadvantage particular clients, regardless of the fee arrangement. In addition, we have adopted trading practices designed to address potential conflicts of interest inherent in proprietary and client discretionary trading, including bunching and allocation. Notwithstanding Brown Advisory’s allocation policies, the availability, amount, timing, structuring or terms of investments available to particular client accounts with similar investment objectives will differ in certain circumstances. Brown Advisory is from time to time presented with opportunities to invest in privately offered securities, confidentially marketed securities, initial and secondary offerings and follow-on offerings. Depending on the terms and timing of the transaction, these securities offerings will be allocated only to applicable Brown Advisorysponsored mutual funds, ETFs, CITs or other pooled investment funds in order to reduce administrative burdens or minimize operational risks or complexities. If more than one fund is eligible to participate in a capacity-constrained securities offering, Brown Advisory will allocate the available securities across the funds in a manner it deems to be fair and equitable. Separately managed accounts following the same investment strategy as a participating mutual fund, ETF or CIT will not receive an allocation in certain circumstances. Separately managed accounts will gain exposure to such offerings when the securities begin trading in the public markets. In these cases, separately managed accounts will not receive the benefits of price discounts or other benefits of direct investments, such as reduced or zero brokerage commissions. Allocating such investments to Brown Advisory mutual funds, ETFs, or other pooled investment funds will result in additional fees payable to Brown Advisory and, in certain cases, better performance results. To mitigate and manage risks of allocation decisions, we employ the following practices:  Subject to client guidelines and restrictions and applicable minimum investment requirements for separate accounts, accounts managed according to a particular strategy generally are incorporated into the same trade group for trade execution and allocation purposes. This is designed to ensure that trading in an investment strategy is aggregated across all related accounts to facilitate best execution. For equity strategies, we typically aggregate orders for the same security across multiple accounts into a “block trade.” This process is designed to provide equal treatment of all relevant clients, provides ease of administration and facilitates the avoidance of information leakage that would be detrimental to client trades. The average price per share of a block trade will be allocated to each account that participates in the block trade. If a block order cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day will be allocated in a manner that is consistent with the initial preallocation. This must be done in a way that does not consistently advantage or disadvantage particular client accounts. For example, partial fills typically are allocated pro rata among participating accounts. Under special circumstances, the trading desk can

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allocate a partial fill using a random fill function in such cases where it is deemed to be fair and equitable. When limited offering amounts are available for particular securities, our portfolio managers and business management determine which accounts could best utilize the security based on a number of factors, including administrative ease and minimizing operational risks. Once this is determined, the security is allocated on a prorata basis among these particular accounts. Reviews are undertaken to confirm that accounts conform to client suitability standards as well as to determine if any security changes need to occur. Fund portfolio managers regularly review investments to confirm that they are consistent with the fund's objectives. The firm’s Chief Investment Officers meet regularly with the relevant investment teams to review performance and portfolio activity to evaluate whether portfolios are managed to stated investment philosophies. Sector and security selection analysis, current portfolio composition, trading activity and style-based portfolio analysis are considered during the review process. Aggregation and allocation procedures across fixed income portfolios have been designed to ensure fair and equitable treatment across all applicable accounts. Portfolio managers attempt to block multiple orders for the same security on the same side of the market prior to releasing an order. In the event orders eligible for aggregation are not aggregated, the Fixed Income traders will use best efforts to block these orders together. Orders received after the full execution of an order (a done trade) are not blocked. Block orders that are executed in their entirety will be allocated to each account that participated at the trade execution price. If a block order cannot be executed in full at the time, the securities actually purchased or sold will be allocated in a manner that is consistent with the initial pre-allocation. This must be done in a way that does not consistently advantage or disadvantage particular accounts. For example, partial fills typically are allocated pro rata among participating accounts. Minimum increments and minimum piece sizes may constrain or influence allocation decisions.

Alternative Investments – Limited Allocations Certain Brown Advisory funds invest in private investments or limited investment opportunities. In addition, from time to time, Brown Advisory or its personnel or affiliates are presented with an alternative investment opportunity where the amount available for investment is limited or fixed and client demand exceeds the amount available. Not all such opportunities are made broadly available across Brown Advisory clients or funds. In some cases, opportunities are available only to existing investors of a third-party sponsor or manager, or to investors with an established investment history or contractual allocation rights with that sponsor; in those cases, Brown Advisory may determine it is neither feasible nor appropriate to make the opportunity available more broadly, and the allocation may be limited to those eligible investors. Further, certain investments may be sourced for specific clients and, in those cases, Brown Advisory may

restrict participation to the clients for whom the opportunity was sourced. In addition, Brown Advisory may elect to exclude clients and other investors who do not pay an account-level fee. When a limited-capacity opportunity is appropriate for broader consideration, Brown Advisory’s Chief Investment Officer and other senior investment professionals (the “Allocation Committee”) - or a delegated subcommittee chaired by the Chief Investment Officer - review the opportunity and determine whether, and in what proportion, to allocate capacity among (i) Private Alternative Funds, (ii) certain clients that share characteristics with those funds (e.g., ability to close quickly, designated pool of capital for private investments, high degree of sophistication), and (iii) Brown Advisory colleagues, clients and potential investors who have historically and programmatically participated in alternative investments by sourcing, evaluating or otherwise facilitating access to investments. Allocations among these groups may be pro rata or non-pro rata depending on eligibility, suitability, minimum investment sizes, strategic considerations, prior participation and the nature of the investment; the reviewing body is not required to allocate to all three groups or to allocate on a pro rata basis. To the extent capacity remains after the initial allocation amongst the three preliminary groups, the Allocation Committee (or its subcommittee) evaluates other prospective investors based on suitability factors, such as investment objectives, risk profile and diversification needs and, if demand still exceeds capacity, may consider additional objective criteria (for example, relationship size and the nature of the client’s relationship with Brown Advisory, including whether the client pays an account-level fee). Where relevant, the allocation methods or preferences of the underlying manager are also considered. If demand continues to exceed capacity after applying these factors, Brown Advisory may allocate the opportunity using a randomization algorithm or another approach that the Allocation Committee deems fair and equitable. Brown Advisory maintains records of allocation decisions in accordance with its record-retention policies. Allocations for limited-capacity opportunities may include Brown Advisory colleagues (including employees, officers and directors) as described above, which may reduce the capacity available to other clients. Collateralized Loans Clients may elect to use some or all of their separate account assets to collateralize a loan (referred to below as a “credit line loan” or “loan”), provided these clients meet certain eligibility requirements. Specifically, clients will be required to execute separate loan documents with U.S. Bank or another lender (referred to below as the “lender”). Clients are responsible for independently evaluating if the loan is appropriate for their needs, the lending terms are acceptable, and whether the loan will have potential adverse tax consequences to the client. The decision whether to arrange a loan or draw down on a loan and how loan proceeds are used is not encompassed within the client’s advisory relationship with Brown Advisory. That relationship is governed exclusively by the loan documentation between the client and the lender.

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BAGH, a Delaware limited liability company, serves as the parent company of BAI and BAM. BAI serves as the manager of BAGH and the managing member of BAM. BAM is a holding company that serves as the parent company to several Brown Advisory subsidiaries. Brown Advisory is a registered investment adviser with the SEC and is a wholly owned subsidiary of BAM. Brown Advisory is eligible to conduct certain activities with permitted types of clients and registerable activities in Ontario, Quebec, Nova Scotia, and New Brunswick in reliance on the International Adviser Exemption. FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR, COMMODITY TRADING ADVISOR REGISTRATION STATUS Brown Advisory is not registered with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a Commodity Trading Advisor (“CTA”) or as a Commodity Pool Operator (“CPO”). Certain employees and members of management serve as “associated persons” of affiliates of Brown Advisory that are registered with the CFTC as a CTA or CPO or are exempt from such registration. RELATED PERSONS Brown Advisory has certain relationships or arrangements with related persons that are material to its advisory business or its clients. Below is a description of such relationships and some of the conflicts of interest that arise from them. Brown Advisory has adopted policies and procedures reasonably designed to prevent, limit or mitigate conflicts of interest that may arise between Brown Advisory and its affiliates. AFFILIATIONS WITH INVESTMENT COMPANIES OR OTHER POOLED INVESTMENT VEHICLES Brown Advisory has arrangements that are material to its advisory business with affiliated investment companies. Brown Advisory serves as the investment adviser to affiliated mutual funds, ETFs, CITs, investment trusts, and UCITS funds. We may also serve as the managing member of private funds that invest in public and private securities. Brown Advisory has arrangements to serve as adviser or sub-adviser to investment companies and pooled investment vehicles sponsored by other unaffiliated financial services firms. As

adviser or sub-adviser for these firms, we serve as investment managers for vehicles that are subsequently marketed to the clients of other firms. Although we manage portions of the funds, the names of the funds typically reflect the name of the unaffiliated firm. While other investment companies and pooled investment vehicles are clients of ours, the underlying clients in the funds are clients of the unaffiliated firm. Brown Advisory (Ireland) Limited is authorized by the Central Bank of Ireland to operate as a management company for the purposes of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations. AFFILIATIONS WITH OTHER INVESTMENT ADVISERS Brown Advisory is affiliated with Brown Advisory Ltd., a UK-based investment adviser which is authorized and regulated by the UK Financial Conduct Authority and is also an SEC-registered investment adviser. Brown Advisory has the following other investment advisory affiliates: BAISG is an SEC-registered investment adviser and wholly owned subsidiary of BAM, specializing in alternative investments and offering both discretionary and nondiscretionary investment advice primarily to various private investment funds it manages, individuals and Institutional separate accounts. NextGen (collectively with certain special purpose vehicles formed to serve as general partners of its funds, “NextGen”) is a relying adviser of BAISG and serves as the general partner or managing member for certain private investment funds. Various entities formed to serve as general partners of BAISG and NextGen sponsored private funds are also relying advisers of BAISG. Signature Financial Management, Inc. (doing business as Brown Advisory) (“Signature”) is a Virginia corporation and an SEC-registered investment adviser. Signature provides integrated wealth management services to high net worth individuals and their families, and to a small number of charitable trusts and foundations. Signature also serves as the general partner for certain private investment. In November 2025, Brown Advisory Limited and Brown Advisory International Partners LLC acquired Marylebone, a London-based investment management firm specializing in private market fund-of-funds, venture capital, and hedge fund-of-funds. Marylebone operates as an affiliated investment adviser under the Brown Advisory umbrella and retains its designation as an Alternative Investment Fund Manager (AIFM) approved by the UK Financial Conduct Authority. AFFILIATIONS WITH BANKING OR THRIFT INSTITUTIONS Brown Advisory is affiliated with Brown Investment Advisory & Trust Company (“BIATC”) and Brown Advisory Trust Company of Delaware, LLC (“BATCDE”).

BIATC is a Maryland non-depository trust company that is subject to regulatory oversight by the Office of the Commissioner of Financial Regulation of the State of Maryland. BIATC is a wholly owned subsidiary of BAI and bears certain administrative and operating expenses on behalf of its affiliates. BATCDE is a Delaware limited-purpose trust company that is subject to regulatory oversight by the Office of the State Bank Commissioner of the State of Delaware. BATCDE is a wholly owned subsidiary of BAM. BALLC provides investment management services to trust clients of BATCDE. BIATC and BATCDE provide trust and estate administration and related services to certain of Brown Advisory’s clients. AFFILIATIONS WITH SPONSORS OR SYNDICATORS OF LIMITED PARTNERSHIPS Certain of our affiliates serve as the general partner, managing member, and/or investment manager of private vehicles and limited partnerships formed to facilitate investment opportunities for clients. These vehicles invest in both public and private equity securities. We and our affiliates solicit clients to invest in these vehicles. In addition, we, or an affiliate may receive management and/or administrative fees for investments made in the private partnerships and also are entitled to receive carried interest and other incentive fees and allocations in respect of certain funds. BAISG, NextGen, and Signature provide investment advisory services to private pooled investment vehicles. OTHER RELATIONSHIPS OR AFFILIATIONS Brown Advisory (Singapore) Pte. Ltd. is Singapore private company that provides distribution and marketing activities in connection with UCITS funds sponsored by Brown Advisory (Ireland) Limited. We have arrangements with unaffiliated investment advisers whereby they serve as sub-adviser to investment companies and pooled investment vehicles sponsored by Brown Advisory. These strategies are subsequently marketed to our clients. For these relationships, the sub-adviser receives a fee equal to a rate in accordance with an agreed upon annual management fee schedule. We also maintain a relationship with Savano Direct Capital Partners, LLC, through an ownership interest in Brown Savano JV, LLC (“BrownSavano”). BrownSavano was founded for the purpose of providing partial liquidity and asset diversification to individual shareholders in later-stage private companies. Certain employees of BALLC provide services to BrownSavano under an agreement between BrownSavano and BAI. Brown Advisory maintains a relationship with Blueprint Local LLC (“Blueprint Local”) through an ownership interest in special limited partner entities that receive a share of a carried interest

generated by certain opportunity zone funds managed by Blueprint Local. Previously, Brown Advisory and Blueprint Local each had an interest in Blueprint Local Investments LLC (“Blueprint Local Investments”), a platform established in 2018 to launch pooled investment vehicles intended to qualify as “qualified opportunity funds,” as defined under the U.S. Tax Cuts and Jobs Act of 2017. Blueprint Local Investments was dissolved at the end of 2025 and its status as an “Exempt Reporting Adviser” with the SEC was similarly withdrawn at that time. MATERIAL CONFLICTS OF INTEREST RELATING TO OTHER INVESTMENT ADVISERS Brown Advisory, as the adviser to affiliated mutual funds and UCITS funds, delegates some or all of its responsibilities as adviser to other affiliated and unaffiliated advisers. Brown Advisory typically compensates other advisers out of the advisory fees it receives from the relevant funds. In addition, Brown Advisory recommends and invests certain client accounts and funds in its proprietary mutual funds and UCITS funds. As described in Item 5 – Fees and Compensation, Brown Advisory generally does not charge dual-level fees in connection with such recommendations and investments. We are incentivized to allocate assets to affiliated funds where we do not share management fees with sub-advisers. We address this conflict by adopting policies designed to ensure that client assets are invested in line with their investment objectives and guidelines. Brown Advisory also recommends and invests certain client accounts and funds in products offered by unaffiliated advisers. In certain circumstances, Brown Advisory or one of its affiliates receives a financial benefit in the form of a share of the management fee and carried interest allocations, as described in the applicable offering documents. Brown Advisory is incentivized to allocate assets to unaffiliated advisers that are themselves (or whose principals and employees are) clients of Brown Advisory or its affiliates. We address this conflict through disclosure to clients and through our allocation policies and trading practices. Brown Advisory receives compensation in connection with the management of private investment funds managed by Brown Advisory or one of its affiliates. Such compensation can include management fees, carried interest, incentive allocations and account-level advisory fees, depending on the fund. Brown Advisory has an incentive to recommend affiliated private investment funds over externally-managed private investment funds for which it does not receive direct compensation. In addition, Brown Advisory is incentivized to recommend that its clients invest in affiliated private investment funds that impose higher fees, or that have a carried interest allocation to Brown Advisory, its personnel or one of its affiliates, relative to other affiliated private funds. Brown Advisory and its principals and employees receive notice of, or offers to participate in, investment opportunities offered by unaffiliated advisers and their affiliates. Such opportunities will generally not be required to be offered to clients unless a determination has been made that any such opportunity is suitable for certain clients. The firm offers an investment program to qualified clients and other investors with whom the firm has a relationship to invest in venture capital investments. Typically, these investment

opportunities are offered as limited investment opportunities in growth-stage private companies. Eligible clients and investors elect to participate in this program at their own discretion by committing to invest at least $25,000 in each investment opportunity. Participants in the investment program receive a priority allocation to the investments offered under this program and maintain investment discretion over any investments made. In order to remain eligible to participate in this investment program, participants only may decline to invest in two sequential investment opportunities presented. If an investor declines to invest in more than two sequential investment opportunities in the program, the investor is no longer eligible to participate in future investments. This program requirement is subject to waiver by Brown Advisory. Brown Advisory colleagues and investment professionals participate in this program and receive a priority allocation vis a vis other clients and investors who do not participate in the program. Allocations made to Brown Advisory colleagues and investment professionals under this program reduce the amount available for investment by the clients of the firm and its affiliates.

We are committed to maintaining the highest standards of professional conduct and ethics in order to discharge our legal obligations to our clients, to protect our business reputation and to avoid even the appearance of impropriety in our investment activities on behalf of clients. While we strive to avoid conflicts, we are cognizant that conflicts will nevertheless arise, and it is our policy to fully and fairly disclose known material conflicts to our clients. Our Code of Ethics details certain minimum expectations that we have for our employees. All personnel, regardless of role, are expected to conduct the firm’s business in full compliance with both the letter and the spirit of the law and any other policies and procedures that may be applicable. On an annual basis, we require that each employee certify in writing that he or she has read, understands and complies with our Code of Ethics Policy. Any violations regarding the Code of Ethics must be brought to the attention of the Chief Compliance Officer. If it is determined that an employee has violated the Code of Ethics, we will take such remedial action as is deemed appropriate. Sanctions will vary but may include censure, forfeiture of profits, limitation or prohibition of personal trading or termination of employment. We will provide a copy of our Code of Ethics to any client or prospective client upon request. Clients may request a copy by contacting us at the address, telephone number or email on the cover page of this document. PERSONAL TRADING Since we recognize that our employees should have an opportunity to develop investment programs for themselves and their families, our Code of Ethics does not prohibit personal trading by employees. As a result, we, our affiliates or related personnel may purchase or sell the same or similar securities for our own accounts that we purchase, sell or recommend for client accounts.

Risks and conflicts that could arise as a result include but are not limited to:  Employees engage in unethical behavior.  Employees misuse material nonpublic information, including knowledge of upcoming client transactions for their own benefit  Employees select investments for themselves that are also suitable for clients or recommend in which they have a personal interest.  Clients receive less favorable prices than employees transacting in the same securities.  Abusive trading on the part of our advisory employees, including market timing. While employees are permitted to trade within their own brokerage accounts, we have policies and procedures in place designed to ensure that their personal trading does not violate our fiduciary obligations to clients. Our Code of Ethics sets forth standards of conduct expected of employees and addresses conflicts that arise from personal trading by employees. It provides policies and procedures designed to ensure that employees conduct their personal securities transactions in a manner that complies with the securities laws, rules and regulations. In addition, it sets forth controls designed to avoid actual or potential conflicts of interest between clients and our employees. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND OTHER CONFLICTS OF INTEREST We, our affiliates or related personnel recommend to clients, or purchase or sell for client accounts, securities in which we, our affiliates or related personnel have a material financial interest. These include situations in which we, our affiliates or related personnel act as general partner in a partnership in which we solicit client investments and/or act as an investment adviser to an investment company or fund that we recommend to clients. Brown Advisory, its affiliates and their respective employees and officers are permitted to invest for their own accounts in various opportunities appropriate for investment by clients. Conflicts that could arise include but are not limited to:  Officer, Director and Advisory Board Conflicts—Conflicts that involve a transaction to be entered into by us for ourselves, or by us on behalf of our clients, in which one of the officers, directors or board members of BAI has a material financial interest;  Equity Holder Conflicts—Conflicts that involve a transaction to be entered into by us for ourselves, or by us on behalf of our clients, in which an equity holder of BAGH has a material financial interest;  Client Conflicts—Conflicts that involve a transaction to be entered into by us for ourselves, or by us on behalf of our clients, in which a client has a material financial interest; and To address these potential conflicts and protect and promote the interests of clients, we employ the following policies and procedures:  We have adopted trading practices designed to address potential conflicts of interest inherent in proprietary and client discretionary trading, including bunching and pro-rata allocation.

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To further protect and promote the interests of clients, the Board of Directors of BAI has established a Corporate Governance and Conflicts Committee that assists it in its oversight of certain material conflicts of interest. If we enter into a transaction on behalf of our clients that presents a material conflict of interest, we have policies in place requiring that the conflict is disclosed to the client or otherwise mitigated prior to the consummation of such transaction. Employees must comply with our policy on the handling and use of material non-public information. Employees are reminded that they may not purchase or sell, or recommend the purchase or sale, of a security for any account while they are in possession of material inside information. In addition, employees may not disclose confidential information except to other employees who “need to know” that information to carry out their duties to clients. Employees are required to report to our Compliance team all outside business activities. These include board/committee memberships and obligations, employment commitments, non-profit commitments, government commitments and other outside business commitments. To ensure that there is not intentional or unintentional front-running of purchasing securities in client accounts, we may restrict trading stocks of companies in which we are actively performing due diligence as near-term prospective candidates for purchase in our portfolios.

CONFLICTS OF INTEREST Personal interests both inside and outside of Brown Advisory that could be placed ahead of our obligations to clients could be the source of actual or potential conflicts of interest. Employees must remain aware that just the opportunity to act improperly may create the appearance of conflict and that conflicts may exist even in the absence of wrongdoing. Employees are required to make a full and timely disclosure of any situation that could result in an actual or potential conflict or the appearance of a conflict of interest. To identify potential sources of conflicts of interest and to assess how those conflicts are addressed by our compliance program, we perform regular reviews. This process has been developed with input from and oversight by the Board of Directors of BAI, its Audit Committee, and its Corporate Governance and Conflicts Committee. The potential conflicts of interest that may be evaluated are (1) conflicts between the firm and our clients, (2) conflicts between our employees and our clients, and (3) conflicts between different clients. Conflicts of interest include: • As a result of differences in client objectives, strategies and risk tolerances, Brown Advisory may give different investment advice or make different recommendations to clients that are authorized to invest in the same securities. In addition, investment advice given to clients may differ between our affiliates and from portfolio manager to portfolio manager. • Certain of our service providers (including investment advisers, accountants, administrators, custodians, lenders, bankers, attorneys and independent directors)

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provide goods or services to, or have business, personal, financial or other relationships with Brown Advisory and its affiliates. We have adopted policies designed to ensure that service providers are evaluated and selected based on the quality of the services they provide. Directors, officers and employees of Brown Advisory and its affiliates may serve on the board of directors or hold another senior position with a corporation in which Brown Advisory makes an investment on behalf of its clients. In such cases, the investment opportunity available to clients may be limited or wholly restricted. In allocating limited investment opportunities, Brown Advisory has an incentive to allocate opportunities to larger clients, clients with whom we would like to develop a new relationship, and clients paying a higher fee. We have adopted allocation policies designed to ensure a fair and equitable allocation of limited investment opportunities while preserving our ability to account for a range of considerations in making such determinations.

FACTORS CONSIDERED IN SELECTING OR RECOMMENDING BROKER-DEALERS FOR CLIENT TRANSACTIONS We believe that fair treatment of all clients is paramount in the implementation of the portfolio manager’s objectives. Thus, we are committed to achieving the best price and quality in the marketplace based on the information available at the time of the trade, without systematically disadvantaging one client over another. Unless clients direct us otherwise or choose to use a custodian that requires all trades to be directed to its platform, such as Charles Schwab or Fidelity, we allocate transactions to unaffiliated broker-dealers for execution on markets at prices and commission rates that we determine will be in the best interests of the client. We will select the broker-dealer to be used for best execution based on a number of factors. Obtaining best execution is the top priority. To the extent relevant under the circumstances, the following factors apply to our best execution determination: price, commission, size of the order, difficulty of execution, degree of skill required by the broker-dealer and trading/execution/clearing/settlement capabilities. The trading desk also takes into account the following considerations:  The procurement of the lowest possible net cost, comprising the level of execution and brokerage commission;  A decision by the trader as to the broker-dealer most qualified to provide superior execution capabilities;  That broker-dealer business allocated for research services will be provided at a reasonable commission rate in light of the quality of the research provided; and  The ability to settle trades in a timely manner. We also take into account factors that are relevant to the specific broker-dealer, such as financial stability, reputation, past history of prompt and reliable execution of client trades, operational efficiency with which transactions are effected, access to markets, access to capital to accommodate trades, access to initial and secondary offerings, ability to maintain confidentiality, market knowledge, willingness and ability to make a market in a particular security, brokerage

and research services provided or the ability to accommodate third-party research arrangements, and overall responsiveness to our needs/willingness to work with us. All client trades are allocated to a broker-dealer on our “Approved Broker List,” which is a list of broker-dealers that the Best Execution Committee has approved for use as executing brokers for client securities transactions. The Approved Broker List is maintained to facilitate the orderly and consistent use of suitable broker-dealers for client transactions. In selecting broker-dealers, we do not adhere to any rigid formulas but rather make a subjective determination after weighing a combination of the factors listed above. The ultimate determination as to the broker-dealer to select from the Approved Broker List on any given trade is made by the trader(s) responsible for executing the transaction. The broker-dealers with whom we trade fixed income securities are also on an Approved Broker List. In order to obtain best execution, our fixed income traders place dealers in competitive situations, utilizing offerings and bids from numerous local and national broker-dealers. The fixed income traders review the market environment, the new issue calendar, secondary offerings and historical relationships to help determine a competitive price for the bonds they are trading. The quality of execution is ascertained by reviewing the bids and offerings received relative to recent pricing data. Our Best Execution Committee oversees the implementation of our best execution obligation. The Committee was formed with the purpose of developing, implementing and evaluating our trade management policies and procedures in order to satisfy our duty to seek best execution. On a quarterly basis we review broker-dealer performance. We focus our best execution evaluation efforts on how the broker-dealer performed over time. This takes into consideration such qualitative factors as research provided, promptness of execution, ability of the broker to execute and clear, market coverage provided by the broker and consistent quality of service from the broker. As a complement to our periodic review of broker-dealers on the “Approved Broker List,” we employ a third-party service provider to provide an independent source of quantitative evaluations of equity trade execution information for the Committee. Reports typically examine aggregate trading performance on a quarterly basis. Where Brown Advisory is retained as an investment adviser under Wrap Programs sponsored by broker-dealers or other financial institutions, transactions generally are executed by or through the sponsor. In these cases, brokerage commissions are generally included in the “wrap” fee charged to the client. Brown Advisory is unable to negotiate commissions or transaction costs because the program sponsor is responsible for the execution of brokerage transactions, custody and reporting services. Participation in wrap fee programs may cause clients to incur higher commissions or transaction costs or receive less favorable net prices. Brown Advisory relies on an outsourced investment operations provider to execute certain wrap trades and to communicate certain updates to its model delivery clients.

RESEARCH AND OTHER SOFT DOLLAR BENEFITS OVERVIEW The safe harbor provisions of Section 28(e) of the Securities Exchange Act of 1934 allow investment managers and advisers to receive research and additional products and services beyond execution from broker-dealers and third parties in connection with client securities transactions. This practice is commonly known as soft dollar benefits. In selecting broker-dealers for trade execution, we consider not only available security prices and commission rates, but other relevant factors such as the execution capabilities, research and other services that brokerdealers provide. We believe this research and these additional services enhance our general portfolio management capabilities. If research services are a factor in selecting a broker-dealer, we must evaluate the commission paid in the context of the value of the brokerage and research services we receive from the broker-dealer and determine that the amount is reasonable. When we use client brokerage commissions (also referred to as soft dollars) to obtain research or other products and services, we receive a benefit since we do not have to pay for the research, products or services via hard dollars. In exchange for allocating commissions to certain brokerdealers, we are credited for payment of expenses for which we might otherwise be charged directly. We can use soft dollar credits to pay for the research products and services provided by or paid for by such broker-dealers. This creates an incentive for us to allocate more commission business to broker-dealers who also provide research products and services than to broker-dealers who only effect securities transactions. Soft dollar credits are:  Used to obtain research products and services that are proprietary to and prepared by the broker-dealer selected to effect a particular transaction;  Used to obtain third-party research products and services prepared or developed by an independent research provider or  Allocated to a pool of “credits” as part of a commission sharing arrangement. In recognition of the value and benefit of the research and product services provided to us by a particular broker-dealer, we may, consistent with our duty to seek best execution, effect securities transactions through a broker-dealer that cause a client to pay commissions higher than those charged by another broker-dealer. For the broker-dealers with whom we maintain a soft dollar relationship, we periodically determine the fair value of the research products and services (proprietary or independent third party) we expect to receive and, as a result, establish target levels of directed commissions that are reasonable in relation to the value of the brokerage services and research products and services we receive. In using research and related services from broker-dealers on a soft dollar basis, we are confronted with several inherent risks. These include:  We can choose a broker-dealer to execute trades that charges a higher commission than other possible broker-dealers;

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We can choose a broker-dealer for a client’s transaction that generates soft dollar credits that will be used to benefit the adviser, or other clients, but not the client involved in the transaction; and The amount of client commissions paid is not reasonable in light of the value of the products received or services rendered.

To manage and mitigate these risks, we have developed soft dollar policies and procedures to comply with Section 28(e) of the Securities Exchange Act of 1934. Our policy is that all soft dollar transactions/arrangements will:  Comply with our best execution obligations, applicable law and individual client guidelines;  Be reviewed by our Best Execution Committee following a good-faith determination that the amount of commissions to be paid to the broker-dealer or Research Service Provider is reasonable in relation to the value of services provided;  Be an appropriate use of clients’ commissions considering available alternatives; and  Be reviewed, including with respect to any “mixed-use” allocation, at least annually by the Committee. From a payment perspective, all soft dollar payments are made through the equity trading desk. Fixed income portfolios do not generate soft-dollar credits. TYPES OF RESEARCH PRODUCTS AND SERVICES The types of research products and services received from third-party research and consulting firms and/or broker-dealers include but are not limited to:  Information services that report on the availability and potential buyers or sellers of securities  Meetings with management representatives of issuers and other analysts  Quantitative analytical software and other research-oriented software  Communications services pertaining to the execution, clearing and settlement of transactions  Platforms for accessing company information and financials  Research or fundamental analysis on individual companies, securities and/or sectors  Bond analytics on fixed income portfolios, including duration, yield to maturity and convexity  Credit ratings, research and risk analysis on municipals  Macro-economic research, including weekly reports and quarterly conference calls  Global market news services and financial publications  Securities quotation and data systems for capital markets  Expert network provider services that assist us in locating hard-to-find industry experts COMMISSION SHARING ARRANGEMENTS From time to time, we request broker-dealers that effect transactions for our clients to allocate a portion of their commissions to a pool of soft dollar credits maintained by the introducing or executing broker-dealer. At our direction, the introducing or executing broker-dealer will pay

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We directly or indirectly compensate third parties for client referrals by entering into written solicitation arrangements with third parties, in which case we compensate the third party for making a client introduction. This compensation is typically based on a percentage of the client’s annual management fee. From time to time, brokers employed by other firms will refer clients to us, in which case we will compensate the broker for making the introduction. Historically, we have compensated the broker based on a percentage of the client’s annual management fee. The range of compensation has included a recurring payment of 25% to 33% of the client’s annual management fee. The payment is made quarterly based on our billing cycle. These referral fee payments do not cause an increase in the advisory fee paid by the client. We also compensate our employees for business development activity, including for referring, attracting and retaining client assets.

From time to time, we receive indirect compensation from service providers or third-party vendors in the form of entertainment, tickets to sporting events and gift cards. When received, such compensation is evaluated to ensure it is reasonable in value and customary in nature, to ensure that receipt does not present any material conflicts of interest. OTHER COMPENSATION FROM CUSTODIANS AND AFFILIATES Brown Advisory and its affiliates have relationships and agreements with certain preferred custodians. Item 15 – Custody generally describes the basic nature of these relationships. Brown Advisory and its affiliates have relationships and agreements with U.S. Bank pursuant to which Brown Advisory and its affiliates receive fees from U.S. Bank or receive services from U.S. Bank in exchange for payments Brown Advisory makes to U.S. Bank. In addition to the cash management arrangement described below, U.S. Bank is one of the lenders in the lending syndicate that provides the firm’s credit facility. Under the credit facility, U.S. Bank receives interest payments and other fees payable in connection with the credit and lending provided to Brown Advisory and certain of its affiliates. In addition, U.S. Bank served as the placement agent in a private placement of notes Brown Advisory Management issued in 2021. U.S. Bank was paid a fee by Brown Advisory Management for its role as placement agent. This compensation, as well as the fee arrangement with U.S. Bank described in Item 15 – Custody, create an incentive for Brown Advisory to recommend custody services provided by U.S. Bank to its clients when other custodians could be better suited for a particular client or offer better services or fees. Brown Advisory mitigates this conflict by evaluating the custody services provided by U.S. Bank solely on quality of services provided and the operational efficiencies that may be achieved. CASH MANAGEMENT OPTIONS While the First American Funds do not offer the highest net yields currently available in the market, Brown Advisory believes these money market funds offer competitive fees and performance for our clients, as well as offering administrative efficiencies because of their operational connection to U.S. Bank. U.S. Bank’s affiliate has agreed to pay Brown Advisory a fee that ranges from .13% to .135% and is based upon the value of client assets invested in those funds, other than certain retirement account assets, which are excluded from the arrangement. The arrangement applies only to client accounts custodied at U.S. Bank. This payment provides Brown Advisory with an incentive to use the First American Funds money market funds as cash sweep options (and U.S. Bank as custodian) and thus creates a conflict of interest. If a client chooses to opt out of the First American Funds treasury and government money market funds as their sweep option, cash will not be invested automatically in an overnight sweep. Instead, cash may be invested in other money market funds by client portfolio management teams. Opting out of the default First American Funds sweep option could result in a higher or lower yield than the available cash sweep money market funds.

SOFT DOLLARS We receive compensation from other parties (“indirect compensation”) in the form of research paid with “soft dollars” generated through a client account’s trading commissions. In accordance with the investment management agreements we maintain with our clients, we make reasonable efforts to see to it that a client account’s overall cost for securities trades is as low as possible and that we do not pay a trading commission that is higher than reasonable in light of the services provided in order to receive “soft dollar” credit.

Neither Brown Advisory nor any of our supervised persons have been involved in any legal or disciplinary events (i.e., criminal or civil action in a domestic, foreign or military court, administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency or self-regulatory organization) that are material to evaluating our advisory business or the integrity of our management.

Portfolio managers review their accounts on a regular basis. Reviews are undertaken to confirm that portfolios conform to client suitability standards as well as to determine if any security changes need to occur. Portfolio managers periodically review investments to confirm that they are consistent with outlined investment objectives. With respect to internally managed strategies and recommended externally managed strategies, our Investment Solutions Group (“ISG”) performs regular reviews. ISG focuses on manager selection and asset allocation. Criteria evaluated by ISG with respect to managers includes: investment philosophy, portfolio construction, performance, and other operational and investment diligence factors. ISG provides updates to the firm on a regular basis. In addition, our Chief Investment Officers oversee the investment programs for our PCE&F and Institutional businesses. Chief Investment Officers and the Head of Risk are charged with reviewing strategies and portfolios from an investment and risk oversight perspective, independent of the portfolio managers and other policy decision makers. Supervisory responsibilities of our Chief Investment Officers also include oversight of Institutional portfolio managers, research analysts and related functions. The Chief Investment Officers meet regularly with portfolio managers and members of the investment team to review performance and portfolio activity to ensure that the teams are managing the portfolios to stated investment philosophies. Sector and stock selection analysis, current portfolio composition, trading activity and style-based portfolio analysis are all considered during the reviews. On a quarterly basis, fixed income client accounts are reviewed and monitored for performance and deviation/variance. The portfolio team meets to review performance in detail in each portfolio. Accounts that deviate from similarly managed accounts are reviewed for sources of deviations. Variance reconciliation is required for every portfolio with an agreed course of action. If necessary, steps are taken to eliminate deviations.

FACTORS THAT TRIGGER A MORE FREQUENT REVIEW OF CLIENT ACCOUNTS On a regular basis, we internally review our clients' accounts to ensure compliance with client investment guidelines and policies. Additional reviews may be triggered by changes in market conditions, by changes in client needs and by maturity of client investments. We provide clients with personalized service in the management of their securities portfolios. Since the size, structure and investment objectives of accounts vary widely, the attention that must be given to accounts also varies. FREQUENCY AND CONTENT OF REGULAR REPORTING TO CLIENTS We provide reporting to clients on a quarterly basis unless specified otherwise by the client. The standard sample reporting package that we prepare for clients typically includes the following documents: relationship asset summary, asset allocation, performance summary, performance detail, change in portfolio, portfolio summary, fixed income analysis, common stock analysis (if relevant), realized gains and losses statement, income and expenses statement, purchase and sale statement, and portfolio appraisal. At a minimum, the reports show assets held, current market value and original cost. We also include an economic and market overview section in the reporting package. As desired, clients have the ability to access their statements as well as other communication deliverables via TouchPoint, our client Web portal. Whenever possible, TouchPoint is used to transmit sensitive documents, financial statements or other information pertaining to a client’s Brown Advisory investment relationship. Clients’ reporting needs often vary in frequency and content. More frequent and customized reporting is available upon request. Customized reports may also include more specialized reports, such as attribution analysis, sector- and security-level contribution to return and portfolio turnover (additions and deletions). We typically meet with our Institutional and PCE&F clients at least once a year. Portfolio managers also communicate with clients by letter, email and telephone as needed.

Situations where the firm is deemed to have custody of client assets include an employee or firm affiliate serving as trustee or co-trustee of client accounts, where the firm operates under a standing letter of authorization or instructs custodians on a client’s instruction to move assets to third parties, where the firm or its employees otherwise may have access to client assets, or where the firm or one of its affiliates serves as the general partner to a pooled investment fund. In such cases, we undergo an annual surprise examination of client assets by an independent auditor. In addition, in many cases we have the authority to debit our clients’ custodial accounts for management fees. We are deemed to have custody of those assets if, for example, we are authorized and instructed by a client’s custodian to deduct our advisory fees directly from the account or if we are granted authority to move money from a client’s account to another person’s account. At all times, the custodial bank maintains actual custody of those assets. MANAGEMENT FEE DIRECT-DEBITING PROCESS During the account set-up process, clients identify in their custodial account agreement if they want to pay their management fee directly from their custodial account or if they prefer a different method. If they authorize us to initiate the withdrawal from their custodial account, they also indicate the form of payment: either check from the custodian or wire from the custodian. In these cases, we are deemed to have custody of their assets even though the custodian maintains actually custody of the assets. If we are given the authority by the client, we typically initiate the management fee withdrawal process during the third week following a quarter-end period. CUSTODY ARRANGEMENTS Brown Advisory clients have the option to use any custodian they believe appropriate. However, Brown Advisory generally recommends that clients use Fidelity or U.S. Bank as a custodian to take advantage of pre-negotiated custody fee rates and/or operational efficiencies. Brown Advisory has agreements with Fidelity and U.S. Bank pursuant to which both firms serve as preferred custodians for our clients. Clients of the firm and its affiliates who select Fidelity or U.S. Bank as their custodian benefit from favorable custody fee schedules and operational efficiencies that have been developed over the course of these relationships. Under its agreement, U.S. Bank pays Brown Advisory a fee approximately equal to 0.21 basis points

annually on non-retirement client assets held by U.S. Bank as custodian. If a client chooses to use U.S. Bank, Brown Advisory will benefit from this fee, as well as potentially from payments described above that result from the use of the First American funds as the cash sweep vehicle. This fee creates a conflict of interest in that we have a financial incentive to continue to use U.S. Bank as our preferred client custodian. We continually evaluate the services that U.S. Bank and Fidelity provide to our clients and believe these arrangements serve our clients’ interests. STATEMENTS SENT TO CLIENTS At the end of each quarter, account statements and appraisals are sent to our clients. These account statements and appraisals typically include the following information:  Account name and number  Cash balances  Name of each security held  Quantity of each security held  Market value of each security held Additional reports are provided upon request. In addition to our statements and appraisals, clients receive account statements directly from their custodian on a quarterly basis. Our statements and appraisals include a legend urging clients to compare custodial account statements to the periodic account statements and portfolio reports received from us. DIFFERENCES BETWEEN OUR STATEMENTS AND CUSTODIAL STATEMENTS The statements clients receive from us can differ from the statements clients receive from their custodian. Every month, we reconcile client accounts according to the security holdings and transactions provided by their month-end custodial statement. Although security holdings and transactions are reconciled, market values are not reconciled and can be different. This is primarily a result of the method by which our portfolio accounting system associates prices to securities. While the prices of fixed income securities tend to differ more across custodians, the price of equity securities can differ across custodians as well. Since the same security can be priced differently at different custodians, a standardized pricing hierarchy must be imposed on the portfolio accounting system to ensure accurate, consistent and transparent reporting across clients. Our pricing system has a pricing hierarchy whereby pricing vendors and custodians are ranked by priority. If a security is valued by multiple vendors or custodians, the ultimate price assigned to the security in the portfolio accounting system reflects the price used by the pricing provider with the highest ranking. This means that if two accounts hold the same security and have different custodians, our portfolio accounting system will value the security based on the price used by the pricing provider that is higher up in the pricing hierarchy. The price will then be applied to all accounts that hold the security. A client may discuss any questions regarding account statements with us and/or their custodian.

We accept discretionary authority to manage securities accounts on behalf of our clients. Typically, we manage client assets on a discretionary basis with the authority to determine for each client what investments are made, as well as when and how they are made. For certain clients, their assets may be invested in one or more model portfolios. Typically, there are no limitations on the securities we will purchase or sell, the amount of the securities we will purchase or sell, the broker or dealer we will use to execute a transaction and commission rates paid. LIMITATIONS ON DISCRETIONARY AUTHORITY Clients may impose reasonable restrictions, limitations or other requirements with respect to their individual accounts. Examples of common guideline restrictions include:  Limitations prohibiting the purchase of certain securities or industry groups;  Limitations on the purchase or sale of a particular type of security (taxable/tax-exempt);  Limitations on the purchase or sale of securities within a particular sector;  Limitations with respect to the weighted average maturity or duration for a portfolio; and  Limitations with respect to asset allocation for balanced portfolios. Specific client investment restrictions limit our ability to manage those assets like other similarly managed portfolios. This may impact the performance of the account relative to other accounts and the benchmark index. These clients are informed that their restrictions may impact performance. PROCEDURES TO ENSURE GUIDELINE COMPLIANCE Client-imposed investment restrictions and guideline limitations are identified and documented during the account onboarding process. For institutional clients, we maintain investment policy statements (“IPS”) that outline client objectives and guidelines in greater detail. When clients provide their own IPS, we review the document to confirm that the stated guidelines align with our investment management responsibilities. If revisions are necessary, the language is updated and mutually approved prior to the commencement of account management. To the extent feasible, client-specific pre-trade restrictions are coded into our trade order management and compliance systems. As aggregated orders are entered, portfolio managers are notified of any potential guideline breaches. Portfolio managers retain primary responsibility for supervising adherence to these requirements. Our trade order management system also supports ongoing oversight through automated guideline monitoring designed to facilitate compliance with client and regulatory requirements, reduce risk, and enhance transparency. Post-trade compliance testing is performed daily. For clients with socially responsible or values-based investment guidelines, securities are evaluated for compliance at initial purchase and on an annual basis thereafter. We utilize MSCI as an independent third-party provider to apply rules-based screening intended to identify companies with potentially controversial business activities that may conflict with client guidelines.

RECEIPT OF MATERIAL NON-PUBLIC INFORMATION Brown Advisory and its employees engage in activities that can result in obtaining material nonpublic information. Employees in possession of material non-public information must contact the Compliance team, which is authorized to take appropriate measures to prevent Brown Advisory and its employees from unlawful trading on the basis of such information. These measures can include information barriers or general restrictions on trading in the relevant issuer(s). When a trading restriction is imposed by the Compliance team, Brown Advisory will not be able to direct trades that it would otherwise make in client accounts, which could result in client accounts experiencing losses or being otherwise disadvantaged. PARTICIPATION IN CORPORATE AND OTHER LEGAL ACTIONS Unless otherwise directed by a client, Brown Advisory provides instructions to custodians regarding tender offers and rights offerings for securities held in client accounts. Brown Advisory does not provide legal advice to clients and does not determine whether a client should join, opt out of, or otherwise submit a claim with respect to any legal proceedings, including bankruptcies or class actions involving securities held or previously held by the client.

For clients for whom Brown Advisory has voting discretion, Brown Advisory votes such proxies consistent with its Proxy Voting Policy, which sets forth the firm’s standard approach to voting on common proxy questions. In general, the Proxy Voting Policy is designed to ensure that we vote proxies in the best interest of our clients, so as to promote the long-term economic value of the underlying securities. Our proxy voting is informed by both financial and extra-financial data, including consideration of any information we believe is material and applicable. Clients may receive a copy of the Proxy Voting Policy at any time upon request. The Proxy Voting Policy is also available on Brown Advisory’s website. Clients may, at any time, opt to change their proxy voting authorization. Upon notice that a client has revoked Brown Advisory’s authority to vote proxies, we will forward any relevant research obtained to the party that will assume proxy voting authority, as identified by the client. To facilitate the proxy voting process, Brown Advisory has engaged Institutional Shareholder Services Inc. (“ISS”), an unaffiliated, third-party proxy voting service, to provide proxy research and voting recommendations. In addition, Brown Advisory subscribes to ISS’s proxy vote management system, which provides a means to receive and vote proxies, as well as services for recordkeeping, auditing, reporting and disclosure regarding votes. Proxy voting for our Institutional investment strategies is overseen by a Proxy Voting Committee. Determining how a vote will be cast begins with the research analysts and, ultimately, rests with the portfolio managers for each Brown Advisory Institutional equity strategy. While the recommendations of ISS are used as a baseline for our voting in these cases, especially for routine management proposals, Brown Advisory votes each proposal after consideration on a case-by-case basis.

Members of the Firm’s equity research team receive weekly notification of upcoming meetings and proxy voting taking place at companies in their coverage. Fundamental research analysts guide vote recommendations on management proposals, and sustainable investing research analysts guide vote recommendations on shareholder proposals, with both groups working together to consider the relevant issues. Final vote decisions ultimately are made by the portfolio manager. In the event that portfolio managers of different strategies disagree on the vote recommendation for a company they all own, a split vote may be conducted. In general, this disagreement is due to portfolio managers having unique views on an issue. When a split vote occurs, the Fund associated with each strategy is voted in line with the portfolio manager’s instruction. All other shares of the company held by Brown Advisory, including separately managed accounts, are split in a manner that is proportionate to the relative number of shares held across each institutional strategy. Split votes are reviewed by the Proxy Voting Committee, and such votes are approved by the Firm’s General Counsel or designee. When Brown Advisory exercises proxy voting authority for clients in the firm’s PCE&F business, the firm’s Proxy Voting Operations team is responsible for arrangements with all custodial partners. Unless otherwise agreed with a client, Brown Advisory’s Proxy Voting Policy is assigned by default to our Advisory client accounts. The following exceptions can apply to standard voting for PCE&F clients: •

Client Directed: A client may request to: o Attend a meeting and vote

o Vote in line with account owner request o Request a take no action or abstention

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No Voting: A client, during on-boarding, may request that voting ballots be mailed directly to the account owner’s address.

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Holdings in Institutional Strategies: All holdings owned by our PCE&F clients that also are held in Brown Advisory’s Institutional strategies are overseen and governed by the voting practices detailed in the Institutional section.

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Client-specific Guidelines: Whereas we have a standard Proxy Voting policy default, we have the capability to provide PCE&F clients with the option to customize their voting preferences. Should a client desire a customized approach, the Brown Advisory client team will work directly with the client, Brown Advisory Operations, and ISS to establish and implement client-specific guidelines.

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No ISS Recommendations: If a client is invested in a company where ISS will not be supplying voting recommendations (e.g., privately held companies), the analyst covering the company will supply voting recommendations. Should the company not be covered internally, the client’s portfolio manager will be notified and asked to instruct the vote.

The following voting practices are applied to separately managed portfolios: Brown Advisory Institutional strategies held in a separately managed account (SMA): Holdings within Brown Advisory separately managed accounts are overseen and governed by the Proxy Voting Committee and follow the protocols detailed in the Institutional investment strategy proxy voting section discussed above. Externally managed strategies held in a SMA: Holdings within an externally managed strategy held as a separately managed account are set up with the delegated and/or appointed manager for voting. In these cases, Brown Advisory yields voting authority to the appointed manager. In certain circumstances, the appointed manager may not exercise voting authority. In such cases, proxy voting will not be exercised. CONFLICTS OF INTEREST A “conflict of interest” means any circumstance when the firm or one of its affiliates (including officers, directors and employees), or in the case where the firm serves as investment adviser to one of its registered mutual funds, when such fund (including its officers, directors and employees), knowingly does a material amount of business with, receives material compensation from, or sits on the board of, a particular issuer or closely affiliated entity and, therefore, may appear to have a conflict of interest between its own interests and the interests of clients or Fund shareholders in how proxies of that issuer are voted. For example, a perceived conflict of interest may exist if an employee of the firm serves as a director of an actively recommended issuer, or if the firm is aware that a client serves as an officer or director of an actively recommended issuer. Conflicts of interest will be resolved in a manner the firm believes is in the best interest of the client. Brown Advisory votes proxies relating to such issuers in accordance with the following procedures: ROUTINE MATTERS AND IMMATERIAL CONFLICTS The firm generally votes proxies for routine matters, and for non-routine matters that are considered immaterial conflicts of interest, consistent with this its Proxy Voting Policy. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence the firm’s decision-making in voting a proxy. Materiality determinations will be made by the General Counsel or designee based upon an assessment of the particular facts and circumstances. MATERIAL CONFLICTS AND NON-ROUTINE MATTERS If the firm believes that (a) it has a material conflict and (b) that the issue to be voted upon is non-routine or is not covered by this Policy, then to avoid any potential conflict of interest:

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in the case of a Brown Advisory Mutual Fund or ETF, the firm informs the fund board for a review and determination; in the case of all other conflicts or potential conflicts, the firm may “echo vote” such shares, if possible, which means the firm will vote the shares in the same proportion as the vote of all other holders of the issuer’s shares; or in cases when echo voting is not possible, the firm may defer to ISS recommendations, abstain or vote in a manner the firm, in consultation with the General Counsel, believes to be in the best interest of the client.

If the aforementioned options would not ameliorate the conflict or potential conflict, then Brown Advisory will abstain from voting. Clients can obtain a copy of our proxy voting policies and information on how we have voted proxies by calling 1-800-645-3923 or by visiting the Brown Advisory website. If a client requests this information, the Chief Compliance Officer or designee will prepare a written response to the client that lists for each specific request:  The name of the issuer,  The proxy proposal voted on, and  How the client’s proxy was voted.

We have never been the subject of a bankruptcy petition and are not aware of any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to our clients.