Brownlie & Braden Advisors, LLC, a Delaware limited liability company (the “Firm”), was formed
on May 10, 2017. The executive officers of the Firm, who are responsible for the management,
supervision and oversight of the Firm, are Smith A. Brownlie III and James E. Braden (the
“Principals”). The Firm’s business is focused on financial issues that are important to individuals
and families with significant assets. The Firm also (i) performs or provides various administrative,
back-office support and other services with respect to certain of its clients and (ii) provides
investment management, advisory, administrative and other services with respect to various
affiliated pooled investment vehicles. The Firm concentrates principally on providing the types of
advisory services summarized below.
Focus Financial Partners, LLC
The Firm is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, the
Firm is a wholly-owned indirect subsidiary of Focus LLC. Ferdinand FFP Acquisition, LLC is the
sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through
the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority-owned,
indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC
(“CD&R”). Investment vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect
owners of Focus LLC. Because the Firm is an indirect, wholly-owned subsidiary of Focus LLC,
CD&R and Stone Point investment vehicles are indIirect owners of the Firm.
Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants,
insurance firms, business managers and other firms (the “Focus Partners”), most of which provide
wealth management, benefit consulting and investment consulting services to individuals, families,
employers, and institutions. Some Focus Partners also manage or advise limited partnerships,
private funds, or investment companies as disclosed on their respective Form ADVs.
The Firm is managed by the Principals, pursuant to a management agreement between HHH BB
Management Company, LLC and the Firm. The Firm’s Principals serve as leaders and officers of
the Firm and are responsible for the management, supervision and oversight of the Firm.
Types of Advisory and Other Services
Gift and Estate Tax Planning
The Firm provides wealth management including gift and estate planning services to high-net-worth
individuals and families covering all areas of planning for the preservation and disposition of family
wealth. The Firm’s approach utilizes legal, income tax and estate planning techniques. The Firm
works alongside the client’s other planning professionals.
The Firm assists clients in the implementation of a strategic estate liquidity plan for the client and
the surviving family members.
The Firm also provides business succession planning for clients that own closely held companies
that may involve multiple generations of family members, other key management personnel and
employees or a third-party disposition.
The Firm assists clients with their philanthropic and charitable planning by counseling clients on
the merits of a wide variety of planning vehicles, such as private family foundations, public
charitable organizations, community foundations, charitable supporting organizations, charitable
remainder and lead trusts and other planned giving strategies.
The Firm offers other non-advisory services, which include life insurance due diligence, risk
management, turnaround/interim company management, participation in company management
activities including board of directors’ positions, and family wealth education.
Investment Advisory Services
The Firm provides investment supervisory services that assist clients in coordinating their
investment portfolios. Services may include assisting the client with the investment objectives for
each family entity, interviewing and evaluating third-party investment managers to be considered,
compiling data and screening such third-party investment managers, manager selection and fee
negotiation, asset allocation for various family entities, private equity due diligence, continuous and
regular supervisory or management services to client investment portfolios, performance
monitoring and reporting in light of Client objectives with changes made as necessary, and
assistance with the implementation of investment recommendations including arranging or effecting
the purchase or sale of investments. In addition, the Firm may review existing or proposed
investments in closely held companies, investment funds, private placement offerings, publicly
traded securities as well as other types of investments, as requested by the client.
The Firm implements investment advice on behalf of certain clients in held-away accounts that are
maintained at independent third-party custodians. These held-away accounts are commonly 401(k)
accounts, 529 plans and other assets that are not held at our primary custodian(s).
The Firm and certain of its affiliates establish and utilize the Funds (as defined below) for
investment purposes on behalf of its clients and other persons, including to facilitate indirect
investments by one or more of its advisory clients in pooled investment vehicles and other persons.
The Firm regularly recommends that certain of its advisory clients invest in the Funds, if and to the
extent the Firm deems investments in one or more of the Funds to be suitable and appropriate for
such clients (as determined by the Firm in its discretion). The recommendation of investments in
the Funds to the Firm’s advisory clients involves one or more actual or potential conflicts of interest.
See Item 10.
Affiliated Pooled Investment Vehicles
The Firm provides investment management, advisory, administrative and other services to affiliated
pooled investment vehicles (the “Funds”) with respect to investments in securities, financial
instruments and other assets, including co-investments alongside third-party investment managers
and other persons and/or investments in pooled investment vehicles managed, sponsored and
operated by third-party investment managers. An affiliate of the Firm serves or acts as general
partner, manager or in similar capacity with respect to the Funds and the Firm serves as investment
manager with respect to the Funds.
Certain Funds are established for the purpose of investing substantially all of their assets in a single
pooled investment vehicle managed or sponsored by a third-party (an “underlying fund”) (to
facilitate indirect investments in such underlying funds by advisory clients and other persons). Any
such Fund may be referred to in this brochure as an “SPV”.
Interests in the Funds typically will be offered and made available primarily to applicable
advisory
clients of the Firm (subject to suitability and eligibility determinations and requirements), but
interests in the Funds may also be offered or made available to other persons and entities (including
non-advisory clients) in the sole discretion of the Firm.
Interests in the Funds are privately offered only to eligible clients and other investors pursuant to
exemptions under the Securities Act of 1933, as amended, and the regulations promulgated
thereunder, and other applicable securities laws. Such Funds are not registered as investment
companies pursuant to or in accordance with one or more specific exclusions from the definition of
investment company under the Investment Company Act of 1940, as amended.
The Firm recommends investments in the Funds to certain of its advisory clients and such clients
may elect to subscribe for interests in the Funds. The Firm faces various conflicts of interest in
connection with making such recommendations to clients. See Item 6, Item 8 and Item 10.
As a matter of practice, a private placement memorandum or a similar offering document with
respect to each Fund typically will be provided or made available to prospective investors in such
Fund, which generally includes various disclosures and information regarding the Fund, the
investment objective and strategies of such Fund and other matters. Prospective investors should
review the information and disclosures set forth in the applicable offering documents of a Fund for
detailed information regarding such Fund, and any disclosures or information set forth in this
brochure with respect to such Fund are qualified in their entirety by the information in such offering
documents.
Each Fund is managed in accordance with the investment objectives, policies, strategies, guidelines
and limitations set forth in the applicable private placement memorandum, limited partnership
agreement and other governing documents of such Fund.
An SPV pursues substantially the same investment objective and strategies as the underlying fund
in which it was formed to invest.
Investors generally are not permitted to impose restrictions or limitations on the management or
operations of the Funds. Notwithstanding the foregoing, the general partner of a Fund may in the
future enter into side letter agreements or similar arrangements with one or more investors in a Fund
that have the effect of establishing rights under, or altering, modifying, waiving or supplementing
the terms of, the governing documents of the Fund in respect of such investors. Among other things,
these agreements may entitle an investor in a Fund to lower fees, information or transparency rights,
most favored nations status, notification rights, rights or terms necessary or advisable in light of
particular legal, regulatory or public policy considerations of or related to an investor and/or other
preferential rights and terms. Any rights established or any terms of the governing documents of
such applicable Fund altered or supplemented in or by a side letter or similar arrangement with an
investor will govern solely with respect to such investor notwithstanding any other provision of the
governing documents of such applicable Fund related thereto.
Evaluations and Recommendations of Investment Managers
Depending on the nature of its engagement with each client, the Firm may evaluate and/or
recommend to clients the investment advisory services of unaffiliated investment managers
(including pooled investment vehicles managed, sponsored or established by such unaffiliated
investment managers). These investment managers are independent of the Firm and are evaluated
by the Firm. The investment managers recommended by the Firm to each client are selected based
on various factors and considerations deemed by the Firm to be relevant or appropriate in its sole
discretion including, among other things, the investment objectives and risk tolerance of the client
as well as the past performance of the manager. Subject to the arrangements with each client, the
Firm actively involves such client in the evaluation process with respect to third-party investment
managers.
Retirement Assets
The Firm is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) with respect to investment management services and investment advice provided to
ERISA plans and ERISA plan participants. The Firm is also a fiduciary under section 4975 of the
Internal Revenue Code (the “IRC”) with respect to investment management services and investment
advice provided to individual retirement accounts (“IRAs”), ERISA plans, and ERISA plan
participants. As such, the Firm is subject to specific duties and obligations under ERISA and the
IRC that include, among other things, prohibited transaction rules which are intended to prohibit
fiduciaries from acting on conflicts of interest. When a fiduciary gives advice, the fiduciary must
either avoid certain conflicts of interest or rely upon an applicable prohibited transaction exemption
(a “PTE”). Investment management services and investment advice provided to ERISA plans and
ERISA plan participants are non-discretionary.
As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed
on us by the federal and state securities laws. As a result, you have certain rights that you cannot
waive or limit by contract. Nothing in our agreement with you should be interpreted as a limitation
of our obligations under the federal and state securities laws or as a waiver of any non-waivable
rights you possess.
Regulatory Assets Under Management
As of December 31, 2023, the Firm had approximately $329,198,635 in regulatory assets under
management (as disclosed in Item 5.F(2) of Part 1A of our Form ADV), all of which were managed
on a discretionary basis. For purposes of calculating our regulatory assets under management, the
Firm has only included the assets of a subset of the Firm’s clients for which the Firm is deemed to
provide “continuous and regular supervisory or management services” with respect to “securities
portfolios” (as such concepts are described in the instructions to Part 1A of Form ADV) as of
December 31, 2023.
The Firm also provides investment advisory, administrative and other services to many other clients
whose assets are not included or reflected as part of the Firm’s regulatory assets under management
(in light of the instructions to Part 1A of Form ADV). In addition to the Firm’s regulatory assets
under management, as disclosed in Item 5.F(2) of Form ADV and referenced above, the Firm had
client “assets under advisement” of approximately $2,338,003,785 as of December 31, 2023 (which
was computed using a method that is different from the method used to compute our “regulatory
assets under management” for purposes of Item 5.F. in Part 1A).