Brown Advisory Ltd.

Form ADV Part 2A Brown Advisory Limited 801-80609 18 Hanover Square London, W1S 1JY U.K. Phone: 44 020 -3301-8130 E-mail: compliancegroup@brownadvisory.com Web: www.brownadvisory.com 30 March 2026 This brochure provides information about the qualifications and business practices of Brown Advisory Limited. If you have any questions about the contents of this brochure, please contact us at compliancegroup@brownadvisory.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about Brown Advisory Limited is also available on the SEC’s website at www.adviserinfo.sec.gov. Brown Advisory Limited is registered as an investment adviser with the SEC. The use of the terms “registered investment adviser” or “registered” by us does not imply by itself any level of skill or training. The oral and written communications we provide to you, including this brochure, is information you can use to evaluate us (and other advisers), which are factors in your decision to hire us or to continue to maintain a mutually beneficial relationship. 1 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 2 MATERIAL CHANGES This brochure is the annual updating amendment to the prior brochure dated March 30, 2025. This brochure contains material changes in the following areas: Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Item 10- Other Financial Industry Activities and Affiliations Item 12 – Brokerage Practices - Trade Sequencing, Aggregation, and Allocation; Trade Errors Item 16- Investment Discretion- Receipt of Material Non-Public Information Clients may request a copy of the Form ADV Part 2A in its entirety at any time without charge by sending a written request to our Chief Compliance Officer by e-mail to compliancegroup@brownadvisory.com. 2 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 3 TABLE OF CONTENTS TABLE OF CONTENTS Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents 3 Item 4 Advisory Business 4 Item 5 Fees and Compensation 6 Item 6 Performance-Based Fees and Side-By-Side Management 9 Item 7 Types of Clients 10 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 11 Item 9 Disciplinary Information 20 Item 10 Other Financial Industry Activities and Affiliations 21 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 24 Item 12 Brokerage Practices 27 Item 13 Review of Accounts 31 Item 14 Client Referrals and Other Compensation 33 Item 15 Custody 34 Item 16 Investment Discretion 36 Item 17 Voting Client Securities 37 Item 18 Financial Information 39 3 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 4 ADVISORY BUSINESS OVERVIEW OF THE FIRM Brown Advisory Limited (“the firm” or “we”) provides investment management services to U.S. citizens living outside America and other private clients based outside of the United States. We are also responsible for the marketing and sales distribution of Brown Advisory Funds Plc, an Ireland – domiciled UCITS fund range managed by Brown Advisory (Ireland) Limited, with our U.S. affiliate, Brown Advisory, LLC acting as investment manager and distributor. We are registered with the Securities and Exchange Commission (“SEC”) as an investment adviser. As of December 31, 2025, Brown Advisory Limited had $26.6 billion in regulatory assets under management. Of that total, approximately $26,3 billion represents assets managed on a discretionary basis and $332.9 million represents assets managed on a non- discretionary basis. These values do not include client assets under management or advisement by any of our affiliated firms, including Brown Advisory LLC, Brown Investment Advisory & Trust Company, Brown Advisory Investment Solutions Group LLC, Marylebone Partners LLP (“Marylebone”), NextGen Venture Partners, LLC, and Signature Financial Management, Inc. doing business as Signature Family Wealth Advisors (together with Brown Advisory Limited, “Brown Advisory”). Brown Advisory Limited is a wholly owned subsidiary of Brown Advisory Management LLC (“BAM”). BAM is a wholly owned subsidiary if Brown Advisory Group Holdings LLC. Brown Advisory’s controlling entity is Brown Advisory Incorporated (“BAI”). BAI is the managing member of BAM. The firm was established in 2008 with the opening of our London office to support Brown Advisory’s growing global client base. Typically, our investment management services are provided on a discretionary basis. The discretionary service includes mandates where clients impose reasonable restrictions, limitations or other requirements with respect to their individual accounts. Any such limitations on our discretionary authority to manage securities accounts on behalf of clients would be initiated and imposed by the client. Generally, 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. Our investment strategy employs a bottom-up, fundamental research approach in security selection and seeks to provide clients with long-term capital appreciation by actively selecting securities for investment in concentrated portfolios. For the majority of our clients, we provide a balanced portfolio management solution. This combines direct investment in equities and fixed income as well as alternatives and private equity and investments via outside managers through an Investment Solutions Program. This provides clients with access to a wide range of investment opportunities and asset classes, including international equities, emerging market equities, global fixed income, high-yield fixed income, private equity, commodities, hedge funds and real estate. By combining our selective Investment Solutions Program with our extensive in-house resources, we seek to optimize our customized portfolio management capabilities for clients. 4 BROWN ADVISORY LIMITED / FORM ADV PART 2A  CUSTOMIZATION OF SERVICES We work closely with our clients to ensure that their goals and objectives are met. For clients with specific investment guidelines, we provide customized portfolios. Any client-imposed limitations or guideline restrictions are defined and outlined in the client's initial documentation with the firm. We maintain detailed written investment objectives and risk profiles for clients. The language is approved by the client and us before management of the account begins. 5 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 5 FEES AND COMPENSATION STANDARD FEE SCHEDULES FOR PRIVATE CLIENTS We manage assets for Private Clients seeking discretionary portfolio management services. Each client receives personalized investment management services based on an analysis of the client's financial circumstances, income requirements, risk tolerance, investment objectives and other pertinent factors. Clients generally pay management fees based on a percentage of assets we manage for them. Fees are not typically negotiated. However, 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 schedule, and more or less than similar clients. We receive management fees from our clients on a quarterly basis. Fees do not include fees for services performed by the clients’ custodian(s). Our Portfolio Managers work collaboratively with Brown Advisory’s research and asset allocation teams to provide balanced account management services. Although we generally target clients with $3 million of investable assets or more, from time to time we will accept clients of smaller assignments depending on the client relationship, client service requirements and other circumstances. Provided below is the standard annual fee schedule for the investment management services we currently offer Private Clients: Assets* Tiers Fee per annum (plus VAT if applicable) First £2 million £0-2m 1.0% Next £3 million £2-5m 0.8% Next £5 million £5-10m 0.7% Next £10 million £10-20m 0.5% Next £30 million £20-50m 0.4% Above £50 million >£50m 0.3% *or the equivalent in the base currency of the client’s account For charities and foundations a 25% discount on the standard fee rates will be offered. FEE PAYMENT 6 BROWN ADVISORY LIMITED / FORM ADV PART 2A  At the inception of the relationship and each quarter thereafter, we will notify the client’s custodian of the amount of the management fee due and payable to us through our fee schedule and contract. Clients provide written authorization to the custodian permitting our management fee to be paid directly from the account(s) held by the custodian. The administrator checks our calculation on the assets on which the fee is based. Nonetheless, underlying responsibility remains with Brown Advisory. The custodian will deduct the fee from the account(s) on the basis of our instruction or, if the client has more than one account, from the account designated to pay our management fee. Clients will receive statements from us showing all transactions, positions and credits/debits into or from their account(s); the statements after the quarter-end will reflect these transactions, including the management fee paid by the client to us. For private clients that are custodied with the firm’s preferred custodian, fees are calculated based on a daily average of assets under management and are deducted automatically by the custodian and paid to a fee account in the name of the firm on a quarterly basis. Since clients will typically be billed pursuant to a GBP based fee schedule and the assets held in the accounts will be denominated in USD, the management fee calculation will include an account currency conversion to GBP from USD. ADDITIONAL FEES AND EXPENSES Management fees payable to us do not include all the fees the client will pay when we purchase or sell securities for the client’s account(s). The fee schedule pertains to separate account management and does not include custody fees, brokerage charges, fund expenses or related transaction costs. Custody fees will vary depending on the custodian. All brokerage charges and related transaction costs are charged to the client’s account(s) as they occur. All fees paid to us for portfolio management services are separate from the fees and expenses borne by any fund, limited partnership or private fund in which client assets may be invested, including funds or partnerships advised by an affiliate of ours. Fees associated with these vehicles are detailed in the corresponding prospectus and fund documents. It is common for different share classes to maintain different fees. Certain share classes may receive more favorable fee structures. Although clients would not bear any sales load for any Brown Advisory affiliated funds, they may be charged a sales load for any unaffiliated funds. There are many fees and/or expenses that clients may pay directly to third parties for any securities purchased, sold or held in their account(s) under our management. We do not receive, directly or indirectly, any of these fees charged to the client. They are paid to the client’s broker, custodian or the relevant fund(s) or other investment(s) the client holds. These fees may include brokerage commissions, transaction fees, exchange fees, regulatory fees, advisory fees and administrative fees charged by funds, exchange traded funds fees, private funds fees, custodial fees, transfer taxes, wire transfer and electronic fund processing fees, legal fees and commissions or mark-ups/mark-downs on security transactions. CUSTODY FEES The firm will work with outside organizations regarding custody arrangements for clients. These relationships are tailored for the needs of our clients. Custodial fees are borne directly by clients and do not exceed market standard rates for custody in the U.K. 7 BROWN ADVISORY LIMITED / FORM ADV PART 2A  Typically, we will appoint a custodian as agent on behalf of our clients but clients are not required to utilize the services of any one custodian. Assuming custodians are able to work with us operationally, we are indifferent to a client’s choice. TERMINATED ACCOUNTS In the event a client’s investment management agreement is terminated, accounts will be billed the pro- rata portion for the time the assets were under management. COMPENSATION FOR SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS We may compensate employees for business development activity, including the attraction or retention of client assets. In all instances, compensation to employees will be determined in accordance with the firm’s Remuneration Policy. FEES FROM FUNDS If we manage a balanced account for a client, proprietary registered funds (i.e.in respect of an investment strategy managed by the firm or an affiliate) may be used in those balanced accounts. Fees associated with these vehicles are detailed in the corresponding prospectus and fund offering documents. When clients hold these Brown Advisory funds in an account that is charged an investment management fee we exclude these funds from our calculation of investment management fees applied under the investment management agreement to avoid double-charging. Where a proprietary vehicle has a zero fee share class available, then this may be selected for the client. In this instance, the investment management fees would be applied to the client’s account in the usual way. Within the Brown Advisory UCITS funds, other fees may include management fees, brokerage fees, listing fees, directors’ fees, administration fees, custodian fees, registration fees, facilities agent fees, marketing and distribution costs, and transaction fees among others. Please refer to the relevant fund prospectus for additional details. 8 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT N/A 9 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 7 TYPES OF CLIENTS We generally provide investment management services to Private Clients. These include: Individual retirement plans 1. High net worth individuals and families 2. 3. Trusts 4. Estates 5. Charities 6. Corporates 7. Other taxable individual accounts 8. Pooled investment vehicles Although we generally target Private Clients with a minimum of $3 million of investable assets, from time to time we will waive the account minimum depending on the client relationship, client service requirements and other circumstances. In addition, investment management services may be provided under a sub-advisory arrangement with an affiliate in respect of certain investment strategies or to institutional separately managed accounts. Currently, the firm provides such services, including discretionary management, in respect of global equity and global fixed income strategies. 10 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS METHODS OF ANALYSIS AND INVESTMENT STRATEGIES As an investment manager, we provide investment management services to Institutional clients through a variety of investment vehicles. These could include separate accounts, model delivery, UCITS funds and private funds. Different factors, including account type and size, may be used to determine which account structure or 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 geographic focus and/or underlying style (growth, value, opportunistic, or income. 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 security’s long-term 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. Our equity strategies include Global Leaders, International Leaders, Global Focus, Global Value and International Value. 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 11 BROWN ADVISORY LIMITED / FORM ADV PART 2A  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. Our fixed income strategies include the Global Sustainable Total Return Bond Fund and the Global Sustainable Income Bond Fund. 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 the majority of our Private Clients, we provide a balanced portfolio management solution. This combines direct investment in equities and fixed income as well as alternatives and private equity and investments via outside managers through an Investment Solutions Program. This provides clients with access to a wide range of investment opportunities and asset classes, including international equities, emerging market equities, global fixed income, high-yield fixed income, private equity, commodities, hedge funds and real estate. By combining our selective Investment Solutions Program with Brown Advisory’s extensive in-house resources, we seek to optimize our customized portfolio management capabilities for clients. To establish the list of managers in our selective Investment Solutions Program, 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; 12 BROWN ADVISORY LIMITED / FORM ADV PART 2A   Are proactive in identifying, researching and executing opportunities around the globe; and  Leverage Brown Advisory’s network to access ideas and investing opportunities. Brown Advisory’s 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, CEOs and business owners, consultants, investment bankers, venture capital and private equity firms, and national and local decision makers. RISK OF LOSS ALTERNATIVE INVESTMENTS Brown Advisory’s Investment Solutions capabilities include alternative investment strategies. Brown Advisory has a dedicated team responsible for sourcing and managing the firm’s alternative investment strategies. Its alternative investment program covers private equity, leveraged buyout, hedge funds and other strategies. While we believe that opportunistic investments, which allow for tactical and/or higher risk and illiquidity, are important aspects of balanced portfolios, we also adhere to the belief that alternative investment strategies must be tailored to each client’s long-term goals and risk tolerance. Accordingly, among the factors we consider in selecting alternative investment solutions are liquidity needs and concerns, risk tolerance, long-term performance of private equity, hedge funds and venture capital vis-à-vis the major market indices, cyclicality of investment cycles, attractiveness/timeliness of industries and strategies, higher fees that typically accompany alternative investments, tax issues, alignment of interests and the ability to enhance returns through value creation. As Brown Advisory assesses the merits of alternative investment managers, we apply our knowledge of the sectors in which we participate. We leverage our in-house research expertise, as well as the insight of partner firms in industry sectors, and experienced partners who participate on endowment, university and private school investment committees with active alternative investment programs, to identify attractive industries and markets. In addition, we will meet with the sponsors and managers of alternative investment opportunities; conduct on-site visits and interviews; and, as applicable, conduct portfolio reviews, financial analysis and legal due diligence. RISK OF LOSS All investments in securities include a risk of loss of the principal invested and any profits that have not been realized. There is a risk that clients could lose all or a portion of their investment in any of the above- mentioned strategies. An investment is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Financial markets fluctuate substantially over time. As recent global and domestic economic events have indicated, performance of any investment is not guaranteed. Although we do our best to manage and mitigate the risks, there may be some risks that we cannot control. We cannot guarantee any level of performance or that clients will not experience a loss in their account assets. Provided below is a description of the different risks to which an investor may be exposed. Depending on the investment strategies employed, different risks will be more applicable. Please note that the below risks do not purport to be a complete explanation of all risks involved. 13 BROWN ADVISORY LIMITED / FORM ADV PART 2A  EQUITY AND GENERAL MARKET RISK Our discretionary investment managers may invest in common stock on behalf of clients. Common stock represents an equity (ownership) interest in a company and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price. The fundamental risk of investing in common and preferred stock is the risk that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. The market value of all securities, including common and preferred stocks, is based on the market’s perception of value and not necessarily the book value of an issuer or other objective measures of a company’s worth. Before determining risk appetite, clients should understand the risks of the stock market and should consider an investment in equities as a part of their overall investment portfolio. MARKET CONDITIONS An investment strategy’s performance can be affected by deterioration in public markets and by market events, such as the onset of the credit crisis in the summer of 2007, the Great Financial Crisis and the COVID-19 pandemic. Declining economic conditions may result in weak financial results in investments. Conditions such as financial market volatility, illiquidity and/or decline, a generally unstable economic environment (including as a result of a slowdown in economic growth and/or changes in interest rates or foreign exchange rates) and/or a deterioration in the capital markets may negatively impact the availability of attractive investment opportunities for our strategies, our ability to make investments, the performance and/or valuation of investments, and/or the ability to dispose of investments. Such conditions could result in substantial or total losses for certain investments. In an economic slowdown, holding periods may also become longer. The value of publicly traded securities may be volatile and difficult to sell as a block. Uncertainty around future political, legislative or administrative developments may cause volatility in the U.S., as well as global economies and financial markets more generally, which in turn may have an adverse effect on the values of investments and on our ability to execute on our investment strategies. INFLATION RISK; BANK EXPOSURE Inflation risk is the risk that inflation diminishes the value of an investment over time. Over time, the prices of resources and end-user products generally increase at the rate of inflation which at times can outpace the expected return on an investment and cause the value of the investment to fall or underperform even if it generates positive income on an absolute basis. Although inflation risk is particularly acute for bonds and other fixed income investments, it can also impact investments in equity securities and other instruments where the underlying issuer is sensitive to inflation risk. For example, issuers in manufacturing industries that rely on suppliers are directly impacted by inflation in the form of increased cost of supplies needed to manufacture their products. This can result in lower margins or losses, which in turn can cause losses in the value of the company’s stock. In addition, issuers such as banks and financial institutions that hold fixed income instruments can be negatively impacted by periods of inflation, which can reduce the value of such holdings and result in a loss of confidence in the institution. In such event, loss of depositor confidence can lead to panic and ultimately could result in the affected bank becoming insolvent or facing bankruptcy. In the event of a 14 BROWN ADVISORY LIMITED / FORM ADV PART 2A  bank insolvency or bankruptcy, (i) equity investors in the bank or its parent entity will lose all or nearly all of the value of their investment, (ii) debt investors in the bank or its parent entity will suffer losses of all or a portion of their investment, and (iii) depositors could lose up to the amount of their uninsured deposits with the bank. Conditions causing such losses can develop rapidly and without warning, making it impracticable or impossible to withdraw funds from or dispose of investments in such institutions before realizing losses. This risk is particularly applicable to investments and deposits held in regional banks and banks that are not systematically important to the U.S. economy. More generally, periods of inflation, which are difficult to predict or hedge, can have a negative impact on the overall equity and fixed income markets, which can lead to portfolio losses. VALUE COMPANY RISK Value investing carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. The determination that a stock is undervalued is subjective; the market may not agree, and a stock’s price may not rise to what we believe is its full value. If the market does not consider the stock to be undervalued, then the value of a strategy’s holdings may decline, even if stock prices generally are rising. The value of a strategy may also decrease in response to the activities and financial prospects of an individual company. GROWTH COMPANY RISK An investment in growth stocks may be susceptible to rapid price swings, especially during periods of economic uncertainty. Growth stocks typically have little or no dividend income to cushion the effect of adverse market conditions and may be particularly volatile in the event of earnings disappointments or other financial difficulties experienced by the issuer. Securities of growth companies can be more sensitive to the company’s earnings and more volatile than the market in general. MEDIUM CAPITALIZATION COMPANY RISK Medium capitalization company stocks may have greater fluctuations in price than the stocks of large companies. Further, stocks of mid-sized companies could be more difficult to liquidate during market downturns compared to larger, more widely traded companies. Medium capitalization companies may have limited product lines or resources and may be dependent on a particular market niche. Additionally, securities of many medium capitalization companies are traded in the over-the-counter markets or on a regional securities exchange, potentially making them thinly traded and less liquid and their prices more volatile than the prices of the securities of larger companies. SMALLER COMPANY RISK If a discretionary manager invests on behalf of a client in smaller companies, that investment in may have the following additional risks:  Analysts and other investors typically follow these companies less actively, and therefore information about these companies is not always readily available;  Securities of many smaller companies are traded in the over-the-counter markets or on a regional securities exchange, potentially making them thinly traded and less liquid and their prices more volatile than the prices of the securities of larger companies;  Changes in the value of smaller company stocks may not mirror the fluctuation of the general market; and 15 BROWN ADVISORY LIMITED / FORM ADV PART 2A   More limited product lines, markets and financial resources make these companies more susceptible to economic or market setbacks. MICRO-CAP RISK The prices of micro-cap securities are generally more volatile and their markets are less liquid relative to larger market capitalization securities. Therefore, investing in micro-cap securities may involve considerably more risk of loss, and their returns may differ significantly from those of larger capitalization companies or other asset classes. FOREIGN SECURITIES/EMERGING MARKET RISK If a strategy invests in foreign securities and ADRs, an investment in that strategy has the following additional risks:  Foreign securities may be subject to greater fluctuations in price than securities of U.S. companies because foreign markets may be smaller and less liquid than U.S. markets;  Changes in foreign tax laws, exchange controls, investment regulations and policies on nationalization and expropriation as well as political instability may affect the operations of foreign companies and the value of their securities;  Fluctuations in currency exchange rates and currency transfer restitution may adversely affect the value of the strategy’s investments in foreign securities, which are denominated or quoted in currencies other than the U.S. dollar;  Foreign securities and their issuers are not subject to the same degree of regulation as U.S. issuers regarding information disclosure, insider trading and market manipulation;  There may be less publicly available information on foreign companies, and foreign companies may not be subject to uniform accounting, auditing and financial standards as are U.S. companies;  Foreign securities registration, custody and settlements may be subject to delays or other operational and administrative problems;  Certain foreign brokerage commissions and custody fees may be higher than those in the U.S.;  Dividends payable on foreign securities contained in a strategy’s portfolio may be subject to foreign withholding taxes, reducing the income available for distribution; and  Prices for stock or ADRs may fall over short or extended periods of time. If a strategy invests in emerging markets, an investment in that strategy has the following additional risks: Information about the companies in emerging markets is not always readily available;   Stocks of companies traded in emerging markets may be less liquid, and the prices of these stocks may be more volatile than the prices of the stocks in more established markets;  Greater political and economic uncertainties exist in emerging markets than in developed foreign markets;  The securities markets and legal systems in emerging markets may not be well developed and may not provide the protections and advantages of the markets and systems available in more developed countries;  Very high inflation rates may exist in emerging markets and could negatively impact a country’s economy and securities markets;  Emerging markets may impose restrictions on a strategy’s ability to repatriate investment income or capital; 16 BROWN ADVISORY LIMITED / FORM ADV PART 2A   Certain emerging markets impose constraints on currency exchange, and some currencies in emerging markets may have been devalued significantly against the U.S. dollar;  Governments of some emerging markets exercise substantial influence over the private sector and may own or control many companies. As such, governmental actions could have a significant effect on economic conditions in emerging markets; and  Emerging markets may be subject to less government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies. SANCTIONS RISK Economic sanctions laws in the United States and other jurisdictions prohibit Brown Advisory from transacting with or in certain countries, with certain individuals and companies and dealing in certain securities and instruments. These types of sanctions restrict Brown Advisory’s investment activities and preclude us from trading in certain securities, including those securities subject to sanctions that are held in client portfolios. Any failure by Brown Advisory to comply with applicable sanctions could result in significant liability and reputational damage to the firm. The United States and various other countries imposed broad sanctions in response to the Russian Federation’s invasion of Ukraine. These sanctions are designed to isolate Russia from the global financial system. Brown Advisory’s compliance with these sanctions laws means that client portfolios will experience a loss to the extent that securities and instruments subject to sanctions are held in the portfolios. In addition, these sanctions are likely to have a material adverse effect on companies whose businesses are linked to Russia. Client portfolios with exposure to these companies will experience a loss in the near term. CURRENCY RISK The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. MANAGEMENT RISK Our client portfolios are actively managed and our performance may reflect our ability to make decisions that are suited to achieving a specific investment objective. As a result, a portfolio manager may not meet a client’s investment objective based on the success or failure of that portfolio manager to implement the relevant investment strategy and could underperform other portfolio managers with comparable investment objectives managed by other investment managers or investment management firms. SUSTAINABLE INVESTING RISK SI risk is the risk that a strategy managed to explicitly consider SI criteria could underperform compared to similar strategies that do not utilize SI criteria. SI strategies may forego opportunities to buy certain securities when it might otherwise be advantageous to do so or may sell securities for SI-related reasons when it might be otherwise disadvantageous for it to do so. SI strategies may also focus on particular investment themes, which presents increased risk over a more diversified portfolio by focusing investment choices within specific sectors that may or may not perform as well as other industry sectors. 17 BROWN ADVISORY LIMITED / FORM ADV PART 2A  There is a risk that the companies selected for an SI strategy may not perform as expected in addressing SI considerations. A company’s sustainability performance could vary over time, which could cause the strategy to fail to comply with SI objectives. Interpretations of SI criteria, and therefore our investment decisions, may vary over time or may be inconsistently applied. In making investment decisions, Brown Advisory relies on information, data and value judgments from its internal research teams as well as third party data providers that could be incomplete or erroneous. Investing on the basis of SI criteria is qualitative and subjective by nature, and there can be no assurance that the process utilized by Brown Advisory will reflect the beliefs or values of any particular client. The data informing this process is derived from a variety of sources, including the companies themselves and third party sources. The data and qualitative information are inherently subject to interpretation, restatement, delay and omission outside of Brown Advisory’s control. PORTFOLIO TURNOVER RISK High portfolio turnover involves correspondingly greater expenses to a portfolio, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. PRIVATE PLACEMENT RISK Privately issued securities are restricted securities that are not publicly traded. Accordingly, the market liquidity for specific privately issued securities may vary. Delay or difficulty in selling such securities may result in a loss to the strategy. PRIVATE FUND RISK Private investment funds are not registered with the Securities and Exchange Commission and generally are not registered with any other regulatory authority. Accordingly, they are not subject to certain regulatory restrictions and oversight to which other issuers are subject. There is little public information available about their investments and performance. Moreover, as sales of shares of private investment companies are typically restricted to certain qualified purchasers, it could be difficult for a client to sell its shares of a private investment company at an advantageous price and time. Since shares of private investment companies are not publicly traded, from time to time it may be difficult to establish a fair value for the client’s investment in these companies. Private investment funds may be entirely illiquid or subject to long and unpredictable investment periods. CYBER SECURITY RISK The firm’s technology systems, and those of our critical third parties such as administrators, custodians and auditors, may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, floods, tornadoes, hurricanes and earthquakes. Although we have implemented various measures to manage risks relating to these types of events, if our systems are compromised, become inoperable or cease to function properly, the firm and its affected advisory clients may have to make a significant investment to fix or replace them. The failure of these systems and/or of a disaster recovery plan for any reason could cause a significant interruption in the operations of the firm and its clients and result in a failure to 18 BROWN ADVISORY LIMITED / FORM ADV PART 2A  maintain the security, confidentiality or privacy of sensitive data, including personal information relating to clients. Such a failure could harm a person’s reputation and subject the firm to legal claims, regulatory finds and impair business and financial performance. DATA AND INFORMATION RISK Although Brown Advisory obtains data and information from third party sources that it considers to be reliable, Brown Advisory does not warrant or guarantee the accuracy and/or completeness of any data or information provided by these sources. Brown Advisory does not make any express or implied warranties of any kind with respect to such data. VALUATION RISK There is significant uncertainty as to the valuation of illiquid and other difficult-to-value assets and investments in client portfolios, including private equity and alternative investments, promissory notes and other debt instruments and real assets. Brown Advisory has adopted a pricing policy designed to provide valuation guidelines for such assets and investments. Valuation procedures for illiquid and other difficult-to-value assets and investments held in fee-based client accounts are more rigorous than valuation procedures for illiquid and difficult-to-value assets and investments in client accounts that are not subject to asset-based fees. Given the inherent subjectivity of fair value processes, the valuations of illiquid and difficult-to-value assets and investments may not reflect the values that could be realized by a client. In addition, Brown Advisory may not have access to current information or all material information relevant to a valuation analysis and it may not be possible to consistently obtain up-to-date valuations. In certain cases, Brown Advisory relies on valuation statements from external fund managers and other third parties. Brown Advisory does not have the ability to assess the accuracy of such valuations. As a result, valuations may be inaccurate or not reflective of current valuations resulting in fee calculations that may be higher or lower than they would be if calculated on current, accurate valuations. In certain circumstances, valuation techniques may need to be modified in order to capture what Brown Advisory believes is current fair value. Finally, performance calculations for clients who hold alternative and difficult-to-value assets and investments will be inaccurate to the extent they rely on valuations that are not current or accurate. 19 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 9 DISCIPLINARY INFORMATION Neither Brown Advisory Limited 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 investment management business or the integrity of the firm. 20 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Brown Advisory Group Holdings LLC (“BAGH”), a Delaware limited liability company, serves as the parent company of Brown Advisory Incorporated (“BAI”) and Brown Advisory Management, LLC (“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 Limited is a U.K.-based investment manager which is authorized and regulated by the U.K. Financial Conduct Authority (“FCA”). Brown Advisory Limited is also an SEC-registered investment adviser. We are a wholly owned subsidiary of BAM. AFFILIATIONS WITH OTHER INVESTMENT ADVISERS We are affiliated with Brown Advisory, LLC (“BALLC”), which is a registered investment adviser with the SEC. BALLC is a wholly owned subsidiary of BAM. We are affiliated with Brown Advisory Investment Solutions Group LLC (“BAISG”), an investment adviser and wholly owned subsidiary of BAM. BAISG specializes in alternative investments and offers both discretionary and non-discretionary investment advice primarily to private investment funds, individuals and separate accounts. BAISG is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and as a commodity trading advisor and has a membership with the National Futures Association in connection with such CFTC registration. 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 INVESTMENT COMPANIES OR OTHER POOLED INVESTMENT VEHICLES Our affiliate BALLC serves as the investment adviser to affiliated mutual funds, Collective Investment Trusts, and Brown Advisory Funds Plc, an Ireland-domiciled UCITS fund. BALLC also serves as the managing member of a private fund that invests in public and private securities. Brown Advisory (Ireland) Limited is authorized by the Central Bank of Ireland to operate as a management company for the 21 BROWN ADVISORY LIMITED / FORM ADV PART 2A  purposes of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations and acts as manager of Brown Advisory Funds Plc. BALLC also has arrangements to serve as advisor or sub-adviser to investment companies and pooled investment vehicles sponsored by other unaffiliated financial services firms. As advisor or sub-adviser for these firms, BALLC serves as investment manager for vehicles that are subsequently marketed to the clients of other firms. Although BALLC manages portions of the funds, the names of the funds generally reflect the brand name of the unaffiliated firm. While other investment companies and pooled investment vehicles are clients of BALLC, the underlying clients in the funds are clients of the unaffiliated firm. BAISG, NextGen Venture Partners, LLC and Signature provide investment advisory services to private pooled investment vehicles. AFFILIATIONS WITH BANKING OR THRIFT INSTITUTIONS We are 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. 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 We are affiliated with Brown Advisory (Singapore) Pte. Ltd., a Singapore private company that provides distribution and marketing activities in connection with Brown Advisory’s funds. We may select other investment managers and their products for our clients. We do not receive compensation, either directly or indirectly, from those advisers that would create a material conflict of interest, other than arrangements previously disclosed or discussed in this Brochure, such as the receipt of administrative services fees. 22 BROWN ADVISORY LIMITED / FORM ADV PART 2A  BALLC also has arrangements with select investment managers whereby they serve as sub-adviser to investment companies and pooled investment vehicles sponsored by Brown Advisory. These products may subsequently be selected for our clients. Brown advisory maintains a relationship with Savano Direct Capital Partners, LLC, through an ownership interest in Brown Savano JV, LLC (“BrownSavano”). BrownSavano was founded for the sole purpose of providing partial liquidity and asset diversification to individual shareholders in market-leading, later- stage private companies. BrownSavano Direct GP, LLC, which is owned by BrownSavano, serves as the General Partner for the BrownSavano Direct Capital Partners, L.P. private fund, a Delaware limited partnership. It focuses on providing partial liquidity to company founders, angels, active or departed employees, and corporate strategic investors. Certain employees of BALLC provide services to BrownSavano under an agreement between BrownSavano and BAI. Brown Advisory maintains a relationship with Blueprint Local Investments LLC (“Blueprint Local Investments”). Blueprint Local Investments was founded as a platform 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 is exempt from registration with the SEC as an “Exempt Reporting Adviser”. Brown Advisory receives a financial benefit, including a share of the management fees and any carried interest that accrues, as a result of this joint venture relationship. 23 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 11 CODE OF ETHICS, PARTICIPATION/ OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING OVERVIEW OF OUR CODE OF ETHICS 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 certifies in writing that he or she has read, understands and complies with the policies and procedures of the Code of Ethics. Any violations regarding the Code of Ethics must be brought to the attention of Brown Advisory’s 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, limitation or prohibition of personal trading, suspension or termination of employment. We will provide clients with a copy of our Code of Ethics 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. Potential conflicts that could arise as a result include but are not limited to:  Employees engage in unethical behavior.  Employees misuse material non-public information.  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, including any related fund 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. 24 BROWN ADVISORY LIMITED / FORM ADV PART 2A  PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS We, our affiliates or related personnel may 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. Potential conflicts that could arise include but are not limited to:  Officer and Director 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 our officers or directors has a 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 a shareholder has a 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 financial interest. 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.   To further protect and promote the interests of clients, the Board of Directors of Brown Advisory Incorporated has established a Corporate Governance and Conflicts Committee that assists it in its oversight of potential material conflicts of interest. If we enter into a transaction on behalf of our clients that presents a material conflict of interest, policies and procedures are 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 potential 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 a potential conflict or the appearance of a conflict of interest. 25 BROWN ADVISORY LIMITED / FORM ADV PART 2A  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 and improved, since our inception, with the input from and oversight by our parent company’s Board of Directors and its, Audit Committee and Corporate Governance and Conflicts Committee. The potential conflicts of interest that may be evaluated are (1) potential conflicts between the firm and our clients, (2) potential conflicts between our employees and our clients, and (3) potential conflicts between different clients. Conflicts of interest include:  As a result of differences in client objectives, strategies and risk tolerances, Brown Advisory may make different discretionary investment decisions for 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) 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. 26 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 12 BROKERAGE PRACTICES With the exception of trading activity for the firm’s Global Sustainable Fixed Income strategy, the firm does not execute trades directly for clients. Orders will be transmitted to other entities for execution. Such entities may include the firm’s affiliate, Brown Advisory LLC and, for private clients, the preferred custodian or their designated broker. The text below describes the brokerage practices of Brown Advisory LLC. Trading activity undertaken by the firm in respect of the Global Sustainable Fixed Income strategies is aligned with these practices. The firm monitors these practices to ensure that they comply with the applicable regulatory requirements and the firm’s Best Execution Policy. BROKERAGE PRACTICES We believe that fair treatment of all clients is paramount in the implementation of the relevant portfolio manager’s objectives. Thus, our primary focus is 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 27 BROWN ADVISORY LIMITED / FORM ADV PART 2A  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. CLIENT REFERRALS We do not allocate commissions to any person or company on the basis of business they might direct to us. We will select broker-dealers to execute client orders in accordance with our best execution policy. It is against firm policy for any employee to suggest to any third party that in return for referring business to us, we will direct brokerage commissions to that third party or its affiliates. Under no circumstances may any of our employees enter into an arrangement with any financial institution, broker-dealer, prime broker, investment adviser or investment vehicle for the purpose of directing brokerage commissions in exchange for either the sale of our products or investing assets with us, including situations that give rise to indirect compensation such as “step outs” or similar arrangements. This policy does not prohibit directing portfolio transactions of any managed account or fund to broker- dealers that also sell shares of Brown Advisory’s funds, provided that the broker-dealer fully meets best execution criteria and the selection of that broker-dealer is not influenced by any arrangement to sell shares of any of our investment products or any of our affiliates’ investment products or funds. This policy also does not prohibit directed brokerage arrangements whereby a client of ours has directed us to use a specific broker-dealer for a portion or all of that client’s transactions. 28 BROWN ADVISORY LIMITED / FORM ADV PART 2A  DIRECTED BROKERAGE In certain cases, clients choose to retain discretion over the broker-dealer used to execute transactions and/or the commission rate that the client will pay with respect to all or a portion of the transactions to be effected by us. If a client directs the use of a specific broker-dealer for execution of securities transactions, or selects a custodian that requires the direction of trades, we will direct such transactions to the specified broker-dealer including our affiliate even when we might be able to obtain a more favorable price and execution from another broker-dealer for a transaction on behalf of such client’s account. When a client instructs us to direct a portion of the transactions for its account to a designated broker- dealer, the client has made a decision to retain some control over broker-dealer selection and services. We will treat the direction as a decision by the client to retain, to the extent of the direction, the discretion that otherwise would be given by the client to us to select broker-dealers to effect transactions and the other terms of the trade for the client’s account. In some cases, the client may have negotiated the commissions to be charged by the designated broker-dealer. When clients direct us to use a specific broker-dealer for the execution of securities transactions or selects a custodian that requires the direction of trades, the commissions charged may not be the lowest available rates and may not be as low as the rate that we would have obtained for the client had we been authorized to select the broker-dealers for the transactions. The client may not receive the potential benefits that other clients may derive from aggregation of orders. In these situations, we may be unable to obtain most favorable execution of client transactions. Since directed brokerage accounts may not be able to aggregate orders to reduce transaction costs, the client may receive less favorable prices and pay higher brokerage commissions. With respect to execution, trades for accounts with directed brokerage arrangements are often executed after block trades for accounts not having directed brokerage arrangements have been aggregated and executed. TRADE SEQUENCING, AGGREGATION AND ALLOCATION Brown Advisory attempts to sequence equity orders in such a manner as to obtain the best outcome for all clients involved. In many instances, groups of accounts will need to effect a transaction in the same security or securities. Subject to client guidelines and restrictions, accounts managed according to a particular strategy are incorporated into the same trade group for trade execution and allocation purposes. This ensures that trading in an investment strategy is aggregated across all related accounts to facilitate best execution. For equity strategies, we typically will aggregate orders for the same security by multiple accounts into a “block trade.” We believe that this process provides equal treatment of clients, provides ease of administration and facilitates the avoidance of information leakage that may 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. Accounts of our employees, affiliates and associated persons may participate in block trades. Such persons will receive the same average price as any other participant 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 pre- allocation. This must be done in a way that does not consistently advantage or disadvantage particular client accounts. For example, partial fills generally are allocated pro rata among participating accounts. 29 BROWN ADVISORY LIMITED / FORM ADV PART 2A  With respect to accounts having specific guidelines or restrictions, it is possible that these accounts will not be included in the block trade. Often times, the initial purchase of a security in an account with specific guidelines or restrictions will occur after similar trading has been executed for the accounts participating in the block trade. Depending on the circumstances, additional research may be required to determine if the security is congruent with client guidelines. Every effort is made to ensure that securities are not purchased in accounts with specific guidelines or restrictions until it has been determined that their purchase would not violate such guidelines or restrictions. When limited offering amounts are available for particular securities, our portfolio managers determine which accounts could best utilize the security based on duration/maturity and sector targets. Once this is determined, the security is allocated on a pro-rata basis among these particular accounts. From time to time, portfolio managers, on behalf of clients, may invest in private investments or limited investment opportunities. The allocation of these investments across client portfolios will typically be executed on a pro rata basis, while also considering investor suitability, account size, risk tolerance, as well as other factors. Our processes are designed to equitably and appropriately allocate these limited investment opportunities across the clients invested in the strategy while balancing the additional risk with the client’s investment profile and investor suitability. In this regard, some limited investment opportunities may not be appropriate for all client accounts, depending on factors such as minimum investment size, account size, risk profiles, restrictions on the liquidity of the security, and diversification requirements, and accordingly some or all such accounts may not be allocated such investments. If an investment cannot reasonably be allocated on a pro rata basis, it may be allocated based on another methodology deemed fair and equitable. CROSS TRADING A cross trade is typically defined as the matching of buy and sell orders for the same security between different accounts. Cross trades are also deemed to include any prearranged or orchestrated transactions between two accounts that are executed through external brokers. With respect to cross trading, we generally will allow cross trading where the transaction would comply with our policy and client-specific guidelines, and be fair and equitable to both accounts. Cross trading can reduce the transaction costs for both the buying and selling accounts and may allow for other beneficial efficiencies to clients. However, where an investment adviser has discretion on each side of a transaction, cross trading presents a potential fiduciary conflict of interest. Cross trading may be appropriate if we meet our fiduciary obligations to clients on both sides of the transaction and where best execution requirements are met. 30 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 13 REVIEW OF ACCOUNTS FREQUENCY AND NATURE OF PERIODIC REVIEWS OF CLIENT ACCOUNTS 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. Performance reviews are undertaken at least quarterly. 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 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 Private Client 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. 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 formal written reporting to all clients on a quarterly basis unless specified otherwise by the client. The standard sample reporting package that we prepare for all clients typically includes: (i) a portfolio valuation; (ii) a contract note summary; (iii) a summary of acquisitions and disposals; (iv) a summary of cash movements; and (v) a performance summary. Clients have the ability to access some of these documents 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 and sector- and security-level contribution to return. We generally meet with our clients at least 31 BROWN ADVISORY LIMITED / FORM ADV PART 2A  once a year. The portfolio manager for the account will typically attend client meetings. Portfolio managers also communicate with clients by letter, email and telephone as needed. 32 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION In general, we do not receive an economic benefit from anyone who is not a client for providing services to our clients. We may enter into written solicitation arrangements with third parties. Where such referrals result in an investment, the third party will be compensated based on a percentage of the client’s annual management fee. Any such payments will be made in accordance with applicable regulatory requirements. We may also compensate our employees for business development activity, including the attraction or retention of client assets. From time to time, we may receive indirect benefits from service providers or third-party vendors in the form of entertainment, hospitality or gifts. When received, these occasions are evaluated in the context of the firm’s gifts and entertainment policy to ensure they are reasonable in value and customary in nature to ensure their occurrence does not present any conflicts of interest. The firm may outsource the administration of investment accounts to outside organizations, including affiliated organizations. CUSTODY ARRANGEMENT Brown Advisory clients have the option to use any custodian they believe appropriate. However, Brown Advisory Limited generally recommends that clients use SEI Investments (Europe) Ltd and SEI Investments – Guernsey Limited as a custodian to take advantage of pre-negotiated custody fee rates and operational efficiencies. 33 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 15 CUSTODY CUSTODY Whilst the firm does not have physical custody of client assets, in many cases we have the authority to debit our clients’ custodial accounts for management fees. We are deemed (under U.S. custody rules) to have custody of those assets if, for example, where the firm operates under a standing letter of authorization or instructs custodians on a client’s instruction to move assets to third parties, or where the firm or its employees otherwise may have access to client assets. In such cases, we undergo an annual surprise examination of client assets by an independent auditor. At all times, the custodial bank maintains actual custody of those assets. Under the terms of our standard Investment Management Agreement, we are granted authority to operate, and give instructions to the custodian in respect of, the Client’s account. MANAGEMENT FEE DIRECT-DEBITING PROCESS During the account set-up process, other than in circumstances where clients specify their own custodian, clients authorize us to initiate the withdrawal of fees from their custodial account. In these cases, we are deemed (under U.S. custody rules) to have custody of their assets even though the custodian actually maintains custody of the assets. We generally initiate the management fee withdrawal process during the third week following a quarter-end period. STATEMENTS SENT TO CLIENTS At the end of each quarter, account statements and appraisals are sent to our clients. These account statements and appraisals generally 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. For private client accounts where custody is with the preferred custodian, a custodial statement will be provided to the client directly from the custodian. In addition to our statements and appraisals, clients receive account statements directly from their custodian at least quarterly. These are sent to the email or postal mailing address provided to them. These statements should be carefully reviewed when received. All of 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. STATEMENTS SENT TO CLIENTS 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, 34 BROWN ADVISORY LIMITED / FORM ADV PART 2A  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 portfolio accounting system has a pricing hierarchy whereby custodians are ranked by priority. If a security is valued by multiple custodians, the ultimate price assigned to the security in the portfolio accounting system reflects the price used by the custodian 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 custodian 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. 35 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 16 INVESTMENT DISCRETION We accept discretionary authority to manage securities accounts on behalf of our clients. Generally, 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. Any limitations on the scope of discretion will be set out in the client’s investment management agreement. LIMITATIONS ON DISCRETIONARY AUTHORITY Clients may impose reasonable restrictions, limitations or other requirements with respect to their individual accounts. Any specific limitations or restrictions on our discretionary authority to manage securities accounts on behalf of clients would be initiated and imposed by the client. 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 may 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 Any client-imposed limitations or guideline restrictions are defined and outlined in their initial documentation with the firm. When clients provide us with their own investment policy statements, we make sure that the language is reflective of our investment management responsibility. When necessary, the language is adjusted and approved by both the client and us before management of the account begins. Guideline compliance is subject to oversight from the compliance team. For institutional accounts pre- trade checks will be coded in our trade order entry/compliance system to the extent possible. RECEIPT OF MATERIAL NON-PUBLIC INFORMATION Brown Advisory and its employees engage in activities that can result in obtaining material non-public 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. 36 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 17 VOTING CLIENT SECURITIES GENERAL GUIDELINES Brown Advisory receives proxy ballots on behalf of clients and votes such proxies consistent with the firm’s proxy voting policy, which sets forth the firm’s standard approach to voting on common proxy questions. In general, this 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. 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. In keeping with its fiduciary obligations to clients, Brown Advisory considers each proxy voting proposal on its own merits and an independent determination is made based on the relevant facts and circumstances. Proxy proposals include a wide range of matters. The firm generally votes with management on routine matters and takes a more case-by-case approach regarding non-routine matters. Examples of routine matters include election of directors, appointment and rotation of auditors, changes in state of incorporation and changes in capital structure. Examples of non-routine matters include executive compensation, shareholder action, proposals affecting shareholder rights, corporate restructurings, corporate mergers and acquisitions, anti-takeover issues, and social, environmental and governance issues. The firm ensures that all voting is undertaken in accordance with any applicable client specific guidelines or restrictions. In all circumstances, within the parameters of the firm’s proxy voting policy, the firm seeks to vote with due consideration to the best interest of 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. MANAGEMENT RECOMMENDATIONS Since the quality and depth of management is a primary factor considered when investing in an issuer, the recommendation of the issuer’s management on any issue will be given substantial weight. Although proxies with respect to most issues are voted in line with the recommendation of the issuer’s management, Brown Advisory will not blindly vote in favor of management. We will not support proxy proposals or positions that compromise clients’ best interests or that we determine may be detrimental to the underlying value of client positions. CONFLICTS OF INTEREST Above all else, we respect the investment interests, objectives and preferences of our clients. Although we take every effort to avoid conflicts of interest, from time to time unavoidable conflicts of interest arise with respect to proxy voting. When voting a proxy for a particular issuer, a conflict of interest can occur when we, our employees, our officers, our directors, our affiliates or our mutual funds engage in the following:  Conduct business with an issuer or a company closely affiliated to the issuer; 37 BROWN ADVISORY LIMITED / FORM ADV PART 2A   Receive compensation from the issuer or a company closely affiliated to the issuer or  Sit on the board of the issuer or a company closely affiliated to the issuer. Conflicts of interest will be resolved 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 may vote proxies for routine matters, and for non-routine matters that are considered immaterial conflicts of interest, consistent with the firm’s 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 Brown Advisory’s Chief Compliance Officer or designee, if necessary in consultation with counsel, 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 the firm’s proxy voting policy, then to avoid any potential conflict of interest:    in the case of a fund, the firm shall contact 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 or confer with counsel to ensure that the proxy is voted in the best interest of the client. If the aforementioned options would not ameliorate the conflict or potential conflict, then Brown Advisory may 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 in the UK +44 020 3301 8130). If a client requests this information, Brown Advisory’s 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. 38 BROWN ADVISORY LIMITED / FORM ADV PART 2A  ITEM 18 FINANCIAL INFORMATION 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. 39 BROWN ADVISORY LIMITED / FORM ADV PART 2A