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Brown Capital Management Mutual Funds – ‘N-CSRS’ for 9/30/23

On:  Thursday, 12/7/23, at 5:24pm ET   ·   Effective:  12/7/23   ·   For:  9/30/23   ·   Accession #:  1999371-23-860   ·   File #:  811-06199

Previous ‘N-CSRS’:  ‘N-CSRS’ on 12/8/22 for 9/30/22   ·   Latest ‘N-CSRS’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/07/23  Brown Capital Mgmt Mutual Funds   N-CSRS      9/30/23    3:3.4M                                   Qes, LLC/FAThe Brown Capital Management International All Co. Fund Institutional Shares (BCISX) — Investor Shares (BCIIX)The Brown Capital Management International Small Co. Fund Institutional Shares (BCSFX) — Investor Shares (BCSVX)The Brown Capital Management Mid Co. Fund Institutional Shares (BCMIX) — Investor Shares (BCMSX)The Brown Capital Management Small Co. Fund Institutional Shares (BCSSX) — Investor Shares (BCSIX)

Semi-Annual Certified Shareholder Report by an Investment Company   —   Form N-CSR   —   ICA’40

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSRS      Certified Semi-Annual Shareholder Report            HTML   3.38M 
 3: EX-99.906 CERT  Certifications                                  HTML     17K 
 2: EX-99.CERT  Certifications                                      HTML     24K 


‘N-CSRS’   —   Certified Semi-Annual Shareholder Report

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"The Brown Capital Management Small Company F und
"Schedule of Investme nts
"The Brown Capital Management Mid Company F und
"The Brown Capital Management International All Company F und
"The Brown Capital Management International Small Company F und
"Statements of Assets and Liabilit ies
"Statements of Operati ons
"Statements of Changes in Net Ass ets
"Financial Highlig hts
"Notes to Financial Stateme nts
"Fund Expen ses
"Additional Informat ion

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-06199

 

Brown Capital Management Mutual Funds
(Exact name of registrant as specified in charter)

 

1201 N. Calvert Street, Baltimore, Maryland 21202

(Address of principal executive offices)   (Zip code)

 

Capitol Services, Inc.

1675 S. State Street, Suite B, Dover, Delaware 19901

(Name and address of agent for service)

 

With Copies to

John H. Lively
Practus, LLP
11300 Tomahawk Creek Parkway, Suite 310 

Leawood, Kansas 66211

 

Registrant’s telephone number, including area code: 410.837.3234

 

Date of fiscal year end: March 31

 

Date of reporting period: September 30, 2023

 

 

 

 

 

 

Item 1(a).REPORTS TO STOCKHOLDERS.

 

Small Company Fund

Investor Shares (BCSIX)
(CUSIP Number 115291833)

Institutional Shares (BCSSX)
(CUSIP Number 115291403)

Mid Company Fund

Investor Shares (BCMSX)
(CUSIP Number 115291809)

Institutional Shares (BCMIX)
(CUSIP Number 115291783)

International All Company Fund

Investor Shares (BCIIX)
(CUSIP Number 115291858)

Institutional Shares (BCISX)
(CUSIP Number 115291767)

International Small Company Fund

Investor Shares (BCSVX)
(CUSIP Number 115291742)

Institutional Shares (BCSFX)
(CUSIP Number 115291759)

Semi-Annual Report

September 30, 2023 (unaudited)

Table of Contents

The Brown Capital Management Small Company Fund1

Schedule of Investments1

The Brown Capital Management Mid Company Fund3

Schedule of Investments3

The Brown Capital Management International All Company Fund5

Schedule of Investments5

The Brown Capital Management International Small Company Fund8

Schedule of Investments8

Statements of Assets and Liabilities11

Statements of Operations12

Statements of Changes in Net Assets13

Financial Highlights17

Notes to Financial Statements25

Fund Expenses33

Additional Information34

Semi-Annual Report | September 30, 2023 (unaudited)1

The Brown Capital Management Small Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

Shares

 

 

 

Value (Note 1)

 

COMMON STOCKS - 95.86%

 

Business Services - 27.16%

564,640

ANSYS, Inc.(a)

$168,008,632

1,676,363

Clearwater Analytics Holdings, Inc.(a)

32,420,861

494,533

Doubleverify Holdings, Inc.

13,822,197

6,349,054

Enfusion, Inc.(a)(b)

56,951,014

1,718,239

Guidewire Software, Inc.(a)

154,641,510

2,433,491

nCino, Inc.(a)

77,385,014

569,880

Paycom Software, Inc.

147,752,788

1,825,815

PROS Holdings, Inc.(a)

63,209,715

1,663,214

Q2 Holdings, Inc.(a)

53,671,916

427,206

Tyler Technologies, Inc.(a)

164,961,325

 

 

932,824,972

 

 

 

Consumer Related - 6.72%

2,813,038

Alarm.com Holding, Inc.(a)(b)

171,989,143

9,676,684

Olo, Inc. - Class A(a)(b)

58,640,705

 

 

230,629,848

 

 

 

Industrial Products & Services - 11.04%

3,005,819

Cognex Corp.

127,566,958

1,382,062

Energy Recovery, Inc.(a)

29,313,535

1,743,933

Helios Technologies, Inc. (b)

96,753,403

1,127,425

Vicor Corp.(a)

66,394,058

3,483,559

Xometry, Inc.(a)(b)

59,150,832

 

 

379,178,786

 

 

 

Information/Knowledge Management - 21.48%

115,019

Alteryx, Inc. - Class A(a)

4,335,066

1,054,494

AppFolio, Inc. - Class A(a)(b)

192,582,239

1,846,498

Datadog, Inc. - Class A(a)

168,197,503

830,140

Manhattan Associates, Inc.(a)

164,085,472

3,714,022

Smartsheet, Inc. - Class A(a)

150,269,330

571,928

Workiva Inc.(a)

57,959,184

 

 

737,428,794

 

 

 

Medical/Healthcare - 26.66%

1,653,265

10X Genomics, Inc.(a)

68,197,181

1,843,654

Bio-Techne Corp.

125,497,528

7,047,032

Cytek Biosciences, Inc.(a)(b)

38,899,617

1,457,910

Glaukos Corp.(a)

109,707,728

273,963

Inari Medical, Inc.(a)

17,917,180

769,900

Inogen, Inc.(a)

4,018,878

1,772,312

Ironwood Pharmaceuticals, Inc. (a)

17,067,365

1,955,640

OrthoPediatrics Corp.(a)(b)

62,580,480

156,718

QuidelOrtho Corp.(a)

11,446,683

795,717

Repligen Corp.(a)

126,526,960

The Brown Capital Management Small Company Fund

The Brown Capital Management Small Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

See Notes to Financial Statements

Shares

 

 

 

Value (Note 1)

 

COMMON STOCKS - 95.86% (continued)

 

Medical/Healthcare - 26.66% (continued)

12,472

Shockwave Medical, Inc.(a)

$2,483,175

852,000

Tandem Diabetes Care, Inc.(a)

17,696,040

902,129

Veeva Systems, Inc. - Class A(a)

183,538,145

3,869,381

Vericel Corp.(a)(b)

129,701,651

 

 

915,278,611

 

 

 

Miscellaneous - 2.80%

4,458,764

Cryoport, Inc.(a)(b)

61,129,654

1,881,739

Neogen Corp.(a)

34,887,441

 

 

96,017,095

 

 

 

Total Common Stocks (Cost: $2,351,628,251) - 95.86%

3,291,358,106

 

 

SHORT TERM INVESTMENTS - 4.26%

146,057,882

First American Treasury Obligation Fund - Institutional Class 5.26 %(c)

146,057,882

 

 

(Cost: $146,057,882)

 

Total Investments (Cost: $2,497,686,133) - 100.12%

3,437,415,988

Liabilities in Excess of Other Assets - (0.12%)

(4,086,680

)

Net Assets - 100.00%

$3,433,329,308

 

(a)Non-income producing

(b)Affiliated company - The Fund owns greater than 5% of the outstanding voting securities of this issuer. See Note 1 for more information.

(c)Effective 7 day yield as of September 30, 2023

Summary of Investments by Sector

 

Sector

 

% of Net Assets

 

Value

 

Business Services

27.16%

$932,824,972

Consumer Related

6.72%

230,629,848

Industrial Products & Systems

11.04%

379,178,786

Information/Knowledge Management

21.48%

737,428,794

Medical/Health Care

26.66%

915,278,611

Miscellaneous

2.80%

96,017,095

Short Term Investments

4.26%

146,057,882

Liabilities in Excess of Other Assets

(0.12%

)

(4,086,680

)

Total

100.00%

$3,433,329,308

The Fund’s classifications of issuers into sectors, industries and sub-industries may differ for financial reporting purposes than for other reporting and compliance purposes. The classification for purposes of this financial report are unaudited.

Semi-Annual Report | September 30, 2023 (unaudited)3

The Brown Capital Management Mid Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

Shares

 

 

 

Value (Note 1)

 

COMMON STOCKS - 99.23%

 

Business Services - 18.88%

21,232 

Bright Horizons Family Solutions(a)

$1,729,559

11,353 

Envestnet, Inc.(a)

499,873

9,699 

Equifax, Inc.

1,776,663

26,350 

Five9, Inc.(a)

1,694,305

9,674 

Jack Henry & Associates, Inc.

1,462,128

8,760 

Paycom Software, Inc.

2,271,205

7,335 

Tyler Technologies, Inc.(a)

2,832,337

 

 

12,266,070

 

 

 

Consumer Related - 5.22%

830 

Chipotle Mexican Grill, Inc.(a)

1,520,419

2,351 

Expedida, Inc.(a)

242,318

441 

O’Reilly Automotive, Inc.(a)

400,807

1,537 

Tractor Suppy Co.

312,088

2,289 

Ulta Beauty, Inc.(a)

914,341

 

3,389,973

 

 

Financial Services - 10.77%

13,285 

Broadridge Financial Solutions

2,378,679

12,036 

FleetCor Technologies, Inc.(a)

3,073,272

4,950 

MarketAxess Holdings, Inc.

1,057,518

4,637 

T. Rowe Price Group, Inc.

486,282

 

6,995,751

 

 

Industrial Products & Systems - 13.90%

35,399 

Cognex Corp.

1,502,334

16,892 

Entegris, Inc.

1,586,328

6,515 

Fastenal Co.

355,980

8,386 

RBC Bearings, Inc.(a)

1,963,414

14,263 

Simpson Manufacturing Co., Inc.

2,136,740

9,071 

SiteOne Landscape Supply, Inc.(a)

1,482,655

 

9,027,451

 

 

Information/Knowledge Management - 26.84%

6,003 

Ansys, Inc.(a)

1,786,193

12,183 

Autodesk, Inc.(a)

2,520,784

54,123 

Bentley Sysems, Inc.

2,714,810

18,868 

Guidewire Software, Inc.(a)

1,698,120

5,545 

HubSpot, Inc.(a)

2,730,912

16,100 

Manhattan Associates, Inc.(a)

3,182,326

51,488 

Shopify, Inc.(a)

2,809,700

 

17,442,845

 

The Brown Capital Management Mid Company Fund

The Brown Capital Management Mid Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

See Notes to Financial Statements

Shares

 

 

 

Value (Note 1)

 

COMMON STOCKS - 99.23% (continued)

 

Medical/Health Care - 23.62%

9,769 

Align Technology, Inc.(a)

$2,982,671

14,326 

Charles River Laboratories International(a)

2,807,609

22,107 

DexCom, Inc.(a)

2,062,583

16,760 

Edwards Lifesciences Corp.(a)

1,161,133

8,483 

Insulet Corp.(a)

1,352,953

1,070 

Jazz Pharmaceuticals PLC(a)

138,501

3,275 

Masimo Corp.(a)

287,152

35,092 

Omnicell, Inc.(a)

1,580,544

4,421 

Teladoc Health, Inc.(a)

82,186

13,126 

Veeva Systems, Inc. - Class A(a)

2,670,485

1,249 

Zoetis, Inc.

217,301

 

 

15,343,118

 

 

 

Total Common Stocks (Cost: $56,002,783) - 99.23%

64,465,208

 

 

SHORT TERM INVESTMENTS - 0.73%

477,977 

First American Treasury Obligation Fund - Institutional Class 5.26%(b)

477,977

 

 

(Cost: $477,977)

 

Total Investments (Cost: $56,480,760) - 99.96%

64,943,185

Other Assets, Net of Liabilities - 0.04%

24,445

 

Net Assets - 100.00%

$64,967,630

(a)Non-income producing

(b)Effective 7 day yield as of Sepember 30, 2023

Summary of Investments by Sector

 

Sector

 

% of Net Assets

 

Value

 

Business Services

18.88%

$12,266,070

Consumer Related

5.22%

3,389,973

Financial Services

10.77%

6,995,751

Industrial Products & Systems

13.90%

9,027,451

Information/Knowledge Management

26.84%

17,442,845

Medical/Health Care

23.62%

15,343,118

Short Term Investments

0.73%

477,977

Other assets, net of liabilities

0.04%

24,445

Total

100.00%

$64,967,630

The Fund’s classifications of issuers into sectors, industries and sub-industries may differ for financial reporting purposes than for other reporting and compliance purposes. The classification for purposes of this financial report are unaudited.

Semi-Annual Report | September 30, 2023 (unaudited)5

The Brown Capital Management International All Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

Shares

 

 

 

Value (Note 1)

 

COMMON STOCKS - 95.04%

 

Argentina - 3.10%

1,628 

Mercadolibre Inc.(a)

$2,064,109

 

 

 

Australia - 9.03%

7,647 

Atlassian Corp. PLC(a)

1,540,947

16,646 

Cochlear Ltd.

2,732,576

17,380 

REA Group Ltd.

1,724,445

 

 

5,997,968

 

 

 

Canada - 5.38%

32,385 

The Descartes Systems Group Inc.(a)

2,376,927

21,912 

Shopify Inc.(a)

1,195,738

 

 

3,572,665

 

 

 

Denmark - 7.49%

28,991 

Chr Hansen Holding A/S

1,776,993

35,125 

Novo Nordisk A/S

3,206,060

 

 

4,983,053

 

 

 

France - 4.01%

45,718 

Dassault Systemes SE

1,705,997

7,303 

Ipsen SA

958,960

 

 

2,664,957

 

 

 

Germany - 6.47%

19,458 

Carl Zeiss Meditec AG

1,703,771

1,875 

Rational AG

1,189,406

10,836 

SAP SE

1,407,070

 

 

4,300,247

 

 

 

Hong Kong - 2.06%

610,146 

Kingdee International SoftwareGroup Co. Ltd.(a)

751,097

169,643 

Kingsoft Corp. Ltd.

615,233

 

 

1,366,330

 

 

 

Ireland - 7.16%

10,442 

Flutter Entertainment PLC(a)

1,710,066

12,388 

Icon PLC(a)

3,050,545

 

 

4,760,611

 

 

 

Israel - 6.34%

7,883 

Check Point Software Technologies Ltd.(a)

1,050,646

10,878 

CyberArk Software Ltd.(a)

1,781,490

20,891 

Mobileye Global Inc. “A” Shares(a)

868,021

3,196 

Monday.com Ltd(a)

508,867

 

 

4,209,204

 

The Brown Capital Management International All Company Fund

The Brown Capital Management International All Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

Shares

 

 

 

Value (Note 1)

 

COMMON STOCKS - 95.04% (continued)

 

Italy - 1.72%

52,381 

Azimut Holding SPA

$1,145,255

 

 

 

Japan - 6.17%

115,200 

CyberAgent Inc.

621,559

16,300 

GMO Payment Gateway, Inc.

891,897

72,400 

Kakaku.com, Inc.

734,949

33,900 

M3, Inc.

616,116

115,400 

MonotaRO Co. Ltd.

1,235,932

 

 

4,100,453

 

 

 

Netherlands - 4.07%

2,304 

ASML Holding NV

1,361,914

11,073 

Wolters Kluwer NV

1,342,200

 

 

2,704,114

 

 

 

New Zealand - 2.42%

22,218 

Xero Ltd.(a)

1,606,071

 

 

 

Norway - 1.00%

471,499 

Autostore Holdings Ltd(a)

667,137

 

 

 

Poland - 2.60%

148,824 

Inpost S.A.(a)

1,730,786

 

 

 

Spain - 1.93%

98,814 

Grifols SA(a)

1,284,472

 

 

 

Switzerland - 12.73%

110 

Chocoladefabriken Lindt & Sprungli AG

1,224,559

694 

Givaudan SA

2,269,991

1,541 

Partners Group Holding AG

1,741,590

4,267 

Tecan Group AG

1,441,368

25,302 

Temenos Group AG

1,780,690

 

 

8,458,198

 

 

 

United Kingdom - 11.36%

100,451 

Abcam PLC(a)

2,273,206

362,094 

AJ Bell PLC

1,212,281

16,569 

Dechra Pharmaceuticals PLC

765,781

29,572 

Diageo PLC

1,094,698

106,111 

Ocado Group PLC(a)

777,319

42,059 

RELX PLC

1,424,033

 

 

7,547,318

 

 

 

Total Common Stocks (Cost: $59,905,308) - 95.04%

63,162,768

 

Semi-Annual Report | September 30, 2023 (unaudited)7

The Brown Capital Management International All Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

See Notes to Financial Statements

Shares

 

 

 

Value (Note 1)

 

SHORT TERM INVESTMENTS - 1.42%

940,724

First American Treasury Obligation Fund - Institutional Class 5.26%(b)

$940,724

 

 

(Cost: $940,724)

 

Total Investments (Cost: $60,846,032) - 96.46%

64,103,492

Other Assets, Net of Liabilities - 3.54%

2,354,986

 

Net Assets - 100.00%

$66,458,478

(a)Non-income producing

(b)Effective 7 day yield as of September 30, 2023

Summary of Investments by Sector

 

Sector

 

% of Net Assets

 

Value

 

Communication Services

4.64%

$3,080,953

Consumer Discretionary

9.16%

6,086,651

Consumer Staples

3.49%

2,319,257

Financials

6.17%

4,099,126

Health Care

27.13%

18,032,855

Industrials

10.41%

6,922,357

Information Technology

27.95%

18,574,585

Materials

6.09%

4,046,984

Short Term Investments 

1.42%

940,724

Other Assets, Net of Liabilities

3.54%

2,354,986

Total

100.00%

$66,458,478

The Fund’s classifications of issuers into sectors, industries and sub-industries may differ for financial reporting purposes than for other reporting and compliance purposes. The classification for purposes of this financial report are unaudited.

The Brown Capital Management International Small Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

Shares

 

 

 

Value (Note 1)

 

 

COMMON STOCKS - 98.03%

 

Australia - 11.29%

603,890 

Pro Medicus Ltd.

$32,377,944

1,202,233 

REA Group Ltd.

119,285,680

2,181,700 

WiseTech Global Ltd.

91,247,250

 

 

242,910,874

 

 

 

Canada - 9.52%

1,474,579 

The Descartes Systems Group Inc.(a)

108,228,073

857,539 

Kinaxis, Inc.(a)

96,711,080

 

 

204,939,153

 

 

 

Denmark - 2.58%

5,302,420 

Ambu A/S(a)

55,516,269

 

 

 

 

France - 11.91%

284,989 

Esker Sa

37,723,342

1,834,615 

Interparfums Sa

102,025,426

2,766,666 

Lectra(b)

75,320,240

353,185 

SES-imagotag SA(a)

41,223,898

 

 

256,292,906

 

 

 

Germany - 9.23%

3,905,126 

Evotec SE(a)

78,032,333

1,379,082 

Nexus AG (b)

75,380,387

964,495 

Stratec Biomedical AG(b)

45,122,275

 

 

198,534,995

 

 

 

Hong Kong - 1.15%

20,044,492 

Kingdee International Software Group Co. Ltd.(a)

24,675,027

 

 

 

 

India - 2.41%

1,096,524 

Crisil Ltd.

51,816,713

 

 

 

Ireland - 0.46%

60,484 

Flutter Entertainment PLC(a)

9,905,346

 

 

 

Israel - 7.28%

604,228 

CyberArk Software Ltd.(a)

98,954,420

1,449,130 

Global-E Onlilne Ltd.(a)

57,588,426

 

 

156,542,846

 

 

 

Italy - 2.46%

2,418,248 

Azimut Holding SPA

52,872,410

 

 

The Brown Capital Management International Small Company Fund

Semi-Annual Report | September 30, 2023 (unaudited)9

The Brown Capital Management International Small Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

See Notes to Financial Statements

Shares

 

 

 

Value (Note 1)

 

 

COMMON STOCKS - 98.03% (continued)

 

Japan - 10.03%

420,135 

GMO Payment Gateway, Inc.

22,988,784

2,787,984 

HIDAY HIDAKA Corp.(b)

50,595,641

2,412,987 

Kakaku.com, Inc.

24,494,789

339,521 

M3, Inc.

6,170,631

2,299,780 

SMS Co. Ltd.

39,173,514

482,225 

Software Service, Inc.(b)

32,720,567

2,087,095 

Towa Pharmaceutical Co. Ltd.

39,677,709

 

 

215,821,635

 

 

 

Sweden 7.36%

6,758,309 

Fortnox AB

36,124,977

3,852,736 

Hemnet Group AB

68,023,374

561,505 

MIPS AB

19,056,803

2,968,293 

Sectra AB (a)

35,155,861

 

 

158,361,015

 

 

 

Switzerland - 1.39%

26,466 

Partners Group Holding AG

29,911,047

 

 

 

United Kingdom - 20.96%

5,645,320 

Abcam PLC(a)

127,753,592

14,397,942 

AJ Bell PLC

48,203,945

2,450,833 

Dechra Pharmaceuticals PLC

113,271,784

3,572,313 

PayPoint PLC(b)

22,795,506

590,219 

Playtech PLC(a)

3,254,990

6,375,974 

Righmove PLC

43,735,634

2,605,661 

Victrex PLC

44,667,566

1,947,512 

Videndum PLC

7,829,493

4,320,535 

YouGov PLC

39,536,374

 

 

451,048,884

 

 

 

Total Common Stocks (Cost: $2,157,120,066) - 98.03%

2,109,149,120

 

 

Total Investments (Cost: $2,157,120,066) - 98.03%

2,109,149,120

Other Assets, Net of Liabilities - 1.97%

42,414,724

 

Net Assets - 100.00%

$2,151,563,844

 

(a)Non-income producing

(b) Affiliated company - The Fund owns greater than 5% of the outstanding voting securities of this issuer. See Note 1 for more information.

The Brown Capital Management International Small Company Fund

Schedule of InvestmentsSeptember 30, 2023 (Unaudited)

See Notes to Financial Statements

Summary of Investments by Sector

 

Sector

 

% of Net Assets

 

Value

 

Business Services

31.42%

$675,950,358

Consumer Related

8.95%

192,667,699

Industrial Products & Systems

5.58%

119,987,807

Information/Knowledge Management

28.81%

619,945,397

Medical/Health Care

16.09%

346,102,177

Miscellaneous

7.18%

154,495,682

Other Assets, Net of Liabilities

1.97%

42,414,724

Total

100.00%

$2,151,563,844

The Fund’s classifications of issuers into sectors, industries and sub-industries may differ for financial reporting purposes than for other reporting and compliance purposes. The classification for purposes of this financial report are unaudited.

Semi-Annual Report | September 30, 2023 (unaudited)11

The Brown Capital Management Mutual Funds

Statements of Assets and LiabilitiesSeptember 30, 2023 (Unaudited)

See Notes to Financial Statements

 

Small
Company Fund

 

Mid
Company Fund

 

International All Company Fund

 

International Small Company Fund

Assets:

Unaffiliated Investments, at cost

$1,426,831,691

$56,480,760

$60,846,032

$1,798,166,246

Affiliated Investments, at cost

1,070,854,442

358,953,820

Unaffiliated Investments, at value (Note 1)

2,509,037,250

64,943,185

64,103,492

1,807,214,504

Affiliated Investments, at value (Note 1)

928,378,738

301,934,616

Total Investments, at value (Note 1)

3,437,415,988

64,943,185

64,103,492

2,109,149,120

Cash

698

Foreign Cash, at value

4

**

Receivables:

Fund shares sold

2,390,264

4,353

28,284

524,023

Investments sold

2,152,076

95,672,428

Dividends, interest and reclaims, at value

549,014

13,633

272,707

*

4,376,832

Prepaid expenses

340,527

62,225

70,596

132,987

Total Assets

3,440,695,793

65,023,396

66,627,853

2,209,855,394

Liabilities:

Payables:

Due to custodian

15,028,798

Fund shares redeemed

3,978,865

10,942

4,002

36,719,196

Investments purchased

71,875

1,312,102

Foreign capital gains tax

2,783,496

Unrealized loss on foreign currency spot trades

23,057

21,572

Accrued expenses:

Advisory fees

2,894,354

16,637

15,199

1,944,090

Administration, accounting and transfer agent fees (Note 2)

163,620

14,780

14,130

27,953

Custody fees

151,603

3,364

32,395

402,494

Professional fees

7,257

6,816

6,815

7,888

12b-1 fees - Investor Class

129,692

1,945

450

32,137

Other expenses

41,094

1,282

1,452

11,824

Total Liabilities:

7,366,485

55,766

169,375

58,291,550

Net Assets

$3,433,329,308

$64,967,630

$66,458,478

$2,151,563,844

Net Assets Consist of:

Paid-in-capital 

$2,173,995,290

$57,764,948

$65,642,655

$2,407,837,418

Total distributable earnings (accumulated deficit)

1,259,334,018

7,202,682

815,823

(256,273,574

)

Net Assets

$3,433,329,308

$64,967,630

$66,458,478

$2,151,563,844

 

Investor Class:

Net Asset Value, Maximum Offering Price and Redemption Price
Per Share

$70.79

$11.58

$14.16

(a)

$19.16

(a)

Net Assets

$770,159,175

$9,057,140

$2,019,442

$149,453,406

Shares Outstanding, no par value (unlimited shares authorized)

10,878,865

781,882

142,607

7,799,006

Institutional Class:

Net Asset Value, Maximum Offering Price and Redemption Price
Per Share

$73.41

$12.43

$14.31

(a)

$19.56

(a)

Net Assets

$2,663,170,133

$55,910,490

$64,439,036

$2,002,110,438

Shares Outstanding, no par value (unlimited shares authorized)

36,277,781

4,496,289

4,501,980

102,348,454

*At Cost: $272,707.

**At Cost: $6.

(a)Redemption price per share may be reduced for any applicable redemption fees. For a description of the possible redemption fees, please see Note 1.

The Brown Capital Management Mutual Funds

See Notes to Financial Statements

The Brown Capital Management Mutual Funds

Statements of OperationsFor the Six Months Ended September 30, 2023 (Unaudited)

 

Small
Company Fund

 

Mid
Company Fund

 

International All Company Fund

 

International Small Company Fund

Investment Income:

Dividends from unaffiliated investments

$1,129,912

$83,968

$480,488

$13,061,304

Dividends from affiliated investments

313,908

3,135,495

Interest

2,758,532

27,715

37,928

1,676,342

Foreign taxes withheld

(94,332

)

(2,609,958

)

Total investment income

4,202,352

111,683

424,084

15,263,183

 

Expenses:

Advisory fees (Note 2)

17,797,460

221,435

305,727

12,133,069

Fund accounting and administration fees (Note 2)

80,968

77,350

80,422

84,494

Transfer agent fees (Note 2)

990,945

10,378

9,149

80,754

Custody fees

134,128

1,787

23,412

357,969

Registration fees

45,009

26,863

30,521

74,506

12b-1 fees - Investor Class (Note 2)

816,916

12,270

2,954

210,316

Professional fees

38,620

33,100

33,048

36,227

Trustees’ fees and expenses (Note 7)

32,964

32,964

32,964

32,964

Compliance services fees (Note 2)

6,750

6,750

6,750

6,750

Printing fees

206,637

7,312

9,128

22,712

Other expenses

53,420

3,995

2,536

13,083

Total expenses

20,203,817

434,204

536,611

13,052,844

Fees waived and reimbursed by the Advisor - Investor Class (Note 2)

(28,689

)

(6,730

)

Fees waived and reimbursed by the Advisor - Institutional Class (Note 2)

(127,523

)

(187,230

)

Net expenses

20,203,817

277,992

342,651

13,052,844

Net investment income (loss)

(16,001,465

)

(166,309

)

81,433

2,210,339

Realized and Urealized Gain (Loss) on:

Net realized gain (loss) on unaffiliated investments

68,828,681

(16,108

)

115,493

(23,750,113

)

Net realized gain (loss) on affiliated investments

3,927,916

(3,230,360

)

Net realized gain (loss) on foreign currency transactions

(9,584

)

(568,603

)

Net change in unrealized appreciation (depreciation) of unaffiliated investments

(35,088,639

)

(2,479,280

)

(812,586

)

(18,809,598

)

Net change in unrealized appreciation (depreciation) of affiliated investments

745,033

(48,198,955

)

Net change in unrealized foreign capital gains tax

(1,230,644

)

Net Realized and Unrealized Gain (Loss) on Investments and
Foreign Currencies

38,412,991

(2,495,388

)

(706,677

)

(95,788,273

)

Net increase (decrease) in Net Assets Resulting From Operations

$22,411,526

$(2,661,697

)

$(625,244

)

$(93,577,934

)

Semi-Annual Report | September 30, 2023 (unaudited)13

The Brown Capital Management Mutual Funds

Statements of Changes in Net Assets

See Notes to Financial Statements

 

Small Company Fund

 

Mid Company Fund

For the
Six Months Ended September 30, 2023 (Unaudited)

 

For the
Year Ended
March 31, 2023

 

For the
Six Months Ended
September 30,
2023
(Unaudited)

 

For the
Year Ended
March 31, 2023

Increase (decrease) in Net Assets From

 

Operations:

Net investment income (loss)

$(16,001,465

)

$(38,129,850

)

$(166,309

)

$(243,402

)

Net realized gain (loss) on investments

72,756,597

270,462,998

(16,108

)

(11,526

)

Net increase (decrease) in unrealized appreciation (depreciation) of investments

(34,343,606

)

(1,396,975,631

)

(2,479,280

)

(6,121,553

)

Net Increase (Decrease) in Net Assets from operations

22,411,526

(1,164,642,483

)

(2,661,697

)

(6,376,481

)

Distributions to Shareholders: (Note 4)

Investor

Distributable earnings

(91,918,514

)

(867,847

)

Return of Capital

(496,162

)

 

(91,918,514

)

(1,364,009

)

Institutional

Distributable earnings

(247,202,430

)

(2,153,986

)

Return of Capital

(1,231,466

)

 

(247,202,430

)

(3,385,452

)

Decrease in Net Assets from Distributions

(339,120,944

)

(4,749,461

)

Capital Share Transactions:

Shares sold

Investor

59,785,595

159,074,301

440,325

459,996

Institutional

297,401,951

1,066,418,835

31,340,932

5,603,484

Reinvested dividends and distributions

Investor

88,775,530

1,350,356

Institutional

236,383,164

3,383,180

Shares redeemed 

Investor

(118,330,279

)

(466,692,419

)

(965,760

)

(1,634,192

)

Institutional

(332,455,128

)

(1,428,861,419

)

(1,560,990

)

(7,353,429

)

Net Increase (Decrease) in Net Assets from
Capital Share Transactions

(93,597,861

)

(344,902,008

)

29,254,507

1,809,395

Net Increase (Decrease) in Net Assets

(71,186,335

)

(1,848,665,435

)

26,592,810

(9,316,547

)

Net Assets:

Beginning of period

3,504,515,643

5,353,181,078

38,374,820

47,691,367

End of period

$3,433,329,308

$3,504,515,643

$64,967,630

$38,374,820

 

 

 

 

 

The Brown Capital Management Mutual Funds

Statements of Changes in Net Assets

See Notes to Financial Statements

 

Small Company Fund

 

Mid Company Fund

For the
Six Months Ended
September 30,
2023
(Unaudited)

 

For the
Year Ended
March 31, 2023

 

For the
Six Months Ended
September 30,
2023
(Unaudited)

 

For the
Year Ended
March 31, 2023

Share Information:

Investor Class:

Shares sold

828,956

2,061,657

35,101

37,249

Reinvested distributions

1,346,104

126,438

Shares redeemed

(1,635,634

)

(6,221,288

)

(79,050

)

(134,851

)

Net Increase (Decrease) in Capital Shares

(806,678

)

(2,813,527

)

(43,949

)

28,836

Shares Outstanding, Beginning of Period

11,685,543

14,499,070

825,831

796,995

Shares Outstanding, End of Period

10,878,865

11,685,543

781,882

825,831

Share Information:

Institutional Class:

Shares sold

3,959,104

13,735,130

2,377,916

475,452

Reinvested distributions

3,461,967

295,733

Shares redeemed

(4,448,195

)

(18,305,670

)

(120,848

)

(571,658

)

Net Increase (Decrease) in Capital Shares

(489,091

)

(1,108,573

)

2,257,068

199,527

Shares Outstanding, Beginning of Period

36,766,872

37,875,445

2,239,221

2,039,694

Shares Outstanding, End of Period

36,277,781

36,766,872

4,496,289

2,239,221

Semi-Annual Report | September 30, 2023 (unaudited)15

The Brown Capital Management Mutual Funds

Statements of Changes in Net Assets

See Notes to Financial Statements

 

International All Company Fund

 

International Small Company Fund

For the
Six Months Ended
September 30,
2023
(Unaudited)

 

For the
Year Ended
March 31, 2023

 

For the
Six Months Ended September 30,
2023
(Unaudited)

 

For the
Year Ended
March 31, 2023

Increase (decrease) in Net Assets From

 

Operations:

Net investment income (loss)

$81,433

$(7,610

)

$2,210,339

$502,146

Net realized gain (loss) on investments

105,909

(2,516,306

)

(27,549,076

)

(166,168,471

)

Net increase (decrease) in unrealized appreciation (depreciation) of investments

(812,586

)

(4,117,498

)

(68,239,197

)

(103,635,431

)

Net Increase (Decrease) in Net Assets from operations

(625,244

)

(6,641,414

)

(93,577,934

)

(269,301,756

)

Distributions to Shareholders: (Note 4)

Investor

Distributable earnings

(25,480

)

Return of Capital

 

(25,480

)

Institutional

Distributable earnings

(654,448

)

(409,763

)

Return of Capital

 

(654,448

)

(409,763

)

Decrease in Net Assets from Distributions

(679,928

)

(409,763

)

Capital Share Transactions:

Shares sold

Investor

412,008

565,878

16,259,208

37,171,840

Institutional

5,811,900

16,322,865

237,056,579

583,378,267

Reinvested dividends and distributions

Investor

25,081

Institutional

503,178

363,523

Shares redeemed 

Investor

(873,209

)(A)

(425,764

)(A)

(24,405,446

)(A)

(49,578,439

)(A)

Institutional

(2,017,524

)(B)

(14,636,284

)(B)

(288,384,890

)(B)

(752,498,618

)(B)

Net Increase (Decrease) in Net Assets from
Capital Share Transactions

3,333,175

2,354,954

(59,474,549

)

(181,163,427

)

Net Increase (Decrease) in Net Assets

2,707,931

(4,966,388

)

(153,052,483

)

(450,874,946

)

Net Assets:

Beginning of period

63,750,547

68,716,935

2,304,616,327

2,755,491,273

End of period

$66,458,478

$63,750,547

$2,151,563,844

$2,304,616,327

 

(A)  Includes Redemptions fees of:

$4

 

$54

 

$6,443

 

$35,923

(B)  Includes Redemptions fees of:

$1,546

 

$5,656

 

$9,136

 

$63,395

The Brown Capital Management Mutual Funds

Statements of Changes in Net Assets

See Notes to Financial Statements

 

International All Company Fund

 

International Small Company Fund

For the
Six Months Ended September 30, 2023 (Unaudited)

 

For the
Year Ended
March 31, 2023

 

For the
Six Months Ended
September 30, 2023 (Unaudited)

 

For the
Year Ended
March 31, 2023

Share Information:

Investor Class:

Shares sold

27,412

42,148

787,439

1,982,185

Reinvested distributions

1,876

Shares redeemed

(59,272

)

(32,542

)

(1,184,421

)

(2,633,016

)

Net Increase (Decrease) in Capital Shares

(31,860

)

11,482

(396,982

)

(650,831

)

Shares Outstanding, Beginning of Period

174,467

162,985

8,195,988

8,846,819

Shares Outstanding, End of Period

142,607

174,467

7,799,006

8,195,988

Share Information:

Institutional Class:

Shares sold

392,606

1,196,172

11,390,899

30,427,991

Reinvested distributions

37,272

19,336

Shares redeemed

(136,157

)

(1,072,336

)

(14,282,717

)

(39,341,380

)

Net Increase (Decrease) in Capital Shares

256,449

161,108

(2,891,818

)

(8,894,053

)

Shares Outstanding, Beginning of Period

4,245,531

4,084,423

105,240,272

114,134,325

Shares Outstanding, End of Period

4,501,980

4,245,531

102,348,454

105,240,272

Semi-Annual Report | September 30, 2023 (unaudited)17

See Notes to Financial Statements

The Brown Capital Management Small Company Fund

Financial HighlightsFor a share outstanding throughout the periods presented.

The Brown Capital Management Small Company Fund

For the
Six Months Ended September 30, 2023 (unaudited)

For the Years Ended March 31,

Investor Class

 

2023

 

2022

 

2021

 

2020

 

2019

Net Asset Value, Beginning of Period

$70.41

$99.97

$125.17

$83.73

$99.54

$95.37

Income (Loss) from Investment Operations:

Net investment income (loss)(a)

(0.38

)

(0.88

)

(1.45

)

(1.22

)

(1.07

)

(0.99

)

Net Realized and Unrealized Gain (Loss) on Investments

0.76

(20.90

)

(12.90

)

52.60

(6.21

)

10.86

Total from Investment Operations

0.38

(21.78

)

(14.35

)

51.38

(7.28

)

9.87

Less Distributions:

Distributions (from capital gains)

(7.78

)

(10.85

)

(9.94

)

(8.53

)

(5.70

)

Total distributions

(7.78

)

(10.85

)

(9.94

)

(8.53

)

(5.70

)

Net Asset Value, End of Period

$70.79

$70.41

$99.97

$125.17

$83.73

$99.54

 

Total Return(b)(d)

0.54

%

(21.26

%)

(12.41

%)

61.30

%

(8.55

%)

11.05

%

 

Ratios/Supplemental Data:

Net Assets, End of Period (000’s)

$770,159

$822,783

$1,449,535

$2,145,380

$1,722,739

$2,194,657

Average Net Assets for the Period (000’s)

$816,916

$1,003,882

$1,881,373

$2,185,619

$2,193,187

$2,241,764

Ratio of Expenses to Average Net Assets(c)(e)

1.29

%

1.28

%

1.25

%

1.24

%

1.25

%

1.25

%

Ratio of Net Investment Income (Loss) to
Average Net Assets
(e)

(1.05

%)

(1.13

%)

(1.20

%)

(1.01

%)

(1.05

%)

(97.00

%)

Portfolio Turnover Rate(d)

5

%

22

%

14

%

9

%

17

%

17

%

(a)Calculated using average shares method.

(b)Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(c)Includes 12b-1 Plan expenses, based upon the 12b-1 Plan adopted by the Fund on December 1, 2011.

(d)Total return and portfolio turnover rate are for the period indicated and have not been annualized for the periods less than one year.

(e)Ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets have been annualized for periods less than one year.

See Notes to Financial Statements

The Brown Capital Management Small Company Fund

Financial HighlightsFor a share outstanding throughout the periods presented.

For the
Six Months Ended September 30, 2023
(unaudited)

For the Years Ended March 31,

Institutional Class

 

2023

 

2022

 

2021

 

2020

 

2019

Net Asset Value, Beginning of Period

$72.94

$103.07

$128.45

$85.60

$101.39

$96.83

Income (Loss) from Investment Operations:

Net investment income (loss)(a)

(0.32

)

(0.74

)

(1.24

)

(1.00

)

(0.88

)

(0.80

)

Net Realized and Unrealized Gain (Loss) on Investments

0.79

(21.61

)

(13.29

)

53.79

(6.38

)

11.06

Total from Investment Operations

0.47

(22.35

)

(14.53

)

52.79

(7.26

)

10.26

Less Distributions:

Distributions (from capital gains)

(7.78

)

(10.85

)

(9.94

)

(8.53

)

(5.70

)

Total distributions

(7.78

)

(10.85

)

(9.94

)

(8.53

)

(5.70

)

Net Asset Value, End of Period

$73.41

$72.94

$103.07

$128.45

$85.60

$101.39

 

Total Return(b)(c)

0.64

%

(21.17

%)

(12.23

%)

61.61

%

(8.37

%)

11.29

%

 

Ratios/Supplemental Data:

Net Assets, End of Period (000’s)

$2,663,170

$2,681,732

$3,903,646

$4,782,245

$2,754,789

$2,878,945

Average Net Assets for the Period (000’s)

$2,742,576

$2,869,265

$4,649,124

$4,266,513

$3,096,903

$2,770,899

Ratio of Expenses to Average Net Assets(d)

1.09

%

1.08

%

1.05

%

1.04

%

1.05

%

1.05

%

Ratio of Net Investment Income (Loss) to Average
Net Assets
(d)

(0.85

%)

(0.93

%)

(1.00

%)

(0.81

%)

(0.85

%)

(0.77

%)

Portfolio Turnover Rate(c)

5

%

22

%

14

%

9

%

17

%

17

%

(a)Calculated using average shares method.

(b)Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(c)Total return and portfolio turnover rate are for the period indicated and have not been annualized for the periods less than one year.

(d)Ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets have been annualized for periods less than one year.

Semi-Annual Report | September 30, 2023 (unaudited)19

See Notes to Financial Statements

The Brown Capital Management Mid Company Fund

Financial HighlightsFor a share outstanding throughout the periods presented.

For the
Six Months Ended September 30, 2023 (unaudited)

For the Years Ended March 31,

Investor Class

 

2023

 

2022

 

2021

 

2020

 

2019

Net Asset Value, Beginning of Period

$11.89

$16.13

$17.38

$10.52

$11.40

$11.17

Income (Loss) from Investment Operations:

Net investment income (loss)(a)

(0.05

)

(0.10

)

(0.17

)

(0.12

)

(0.09

)

(0.07

)

Net Realized and Unrealized Gain (Loss) on Investments

(0.26

)

(2.28

)

(0.58

)

7.43

(0.18

)

1.44

Total from Investment Operations

(0.31

)

(2.38

)

(0.75

)

7.31

(0.27

)

1.37

Less Distributions:

Distributions (from capital gains)

(1.18

)

(0.50

)

(0.45

)

(0.61

)

(1.14

)

Return of capital

(0.68

)

Total distributions

(1.86

)

(0.50

)

(0.45

)

(0.61

)

(1.14

)

Net Asset Value, End of Period

$11.58

$11.89

$16.13

$17.38

$10.52

$11.40

 

Total Return(b)(d)

(2.61

%)

(13.45

%)

(4.76

%)

69.70

%

(3.22

%)

13.93

%

 

Ratios/Supplemental Data:

Net Assets, End of Period (000’s)

$9,057

$9,822

$12,854

$13,953

$7,527

$8,381

Average Net Assets for the Period (000’s)

$9,816

$9,828

$14,770

$11,814

$9,370

$8,338

Ratio of Expenses to Average Net Assets

Excluding Fee Waivers and Reimbursements(c)(e)

1.73

%

2.06

%

1.55

%

1.64

%

1.84

%

2.05

%

Ratio of Expenses to Average Net Assets

Including Fee Waivers and Reimbursements(c)(e)

1.15

%

1.15

%

1.15

%

1.15

%

1.15

%

1.15

%

Ratio of Net Investment Income (Loss) to Average
Net Assets
(e)

(0.78

%)

(0.83

%)

(0.90

%)

(0.75

%)

(0.71

%)

(0.64

%)

Portfolio Turnover Rate(d)

9

%

18

%

11

%

10

%

12

%

25

%

(a)Calculated using average shares method.

(b)Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(c)Includes 12b-1 Plan expenses, based upon the 12b-1 Plan adopted by the Fund on December 1, 2011.

(d)Total return and portfolio turnover rate are for the period indicated and have not been annualized for the periods less than one year.

(e)Ratio of expenses to average net assets, ratio of expenses to average net assets including fee waivers and reimbursements and ratio of net investment income (loss) to average net assets have been annualized for periods less than one year.

The Brown Capital Management Mid Company Fund

See Notes to Financial Statements

The Brown Capital Management Mid Company Fund

Financial HighlightsFor a share outstanding throughout the periods presented.

For the
Six Months Ended September 30, 2023 (unaudited)

For the Years Ended March 31,

Institutional Class

 

2023

 

2022

 

2021

 

2020

 

2019

Net Asset Value, Beginning of Period

$12.75

$17.08

$18.33

$11.06

$11.93

$11.60

Income (Loss) from Investment Operations:

Net investment income (loss)(a)

(0.03

)

(0.08

)

(0.13

)

(0.08

)

(0.06

)

(0.05

)

Net Realized and Unrealized Gain (Loss) on Investments

(0.29

)

(2.39

)

(0.62

)

7.80

(0.20

)

1.52

Total from Investment Operations

(0.32

)

(2.47

)

(0.75

)

7.72

(0.26

)

1.47

Less Distributions:

Distributions (from capital gains)

(1.18

)

(0.50

)

(0.45

)

(0.61

)

(1.14

)

Return of capital

(0.68

)

Total distributions

(1.86

)

(0.50

)

(0.45

)

(0.61

)

(1.14

)

Net Asset Value, End of Period

$12.43

$12.75

$17.08

$18.33

$11.06

$11.93

 

Total Return(b)(c)

(2.51

%)

(13.22

%)

(4.52

%)

70.00

%

(2.99

%)

14.29

%

 

Ratios/Supplemental Data:

Net Assets, End of Period (000’s)

$55,910

$28,553

$34,827

$29,635

$16,590

$15,260

Average Net Assets for the Period (000’s)

$49,233

$27,890

$37,933

$27,706

$17,753

$13,043

Ratio of Expenses to Average Net Assets

Excluding Fee Waivers and Reimbursements(d)

1.42

%

1.81

%

1.30

%

1.39

%

1.59

%

1.81

%

Ratio of Expenses to Average Net Assets

Including Fee Waivers and Reimbursements(d)

0.90

%

0.90

%

0.90

%

0.90

%

0.90

%

0.90

%

Ratio of Net Investment Income (Loss) to Average
Net Assets
(d)

(0.52

%)

(0.58

%)

(0.66

%)

(0.51

%)

(0.46

%)

(0.39

%)

Portfolio Turnover Rate(c)

9

%

18

%

11

%

10

%

12

%

25

%

(a)Calculated using average shares method.

(b)Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(c)Total return and portfolio turnover rate are for the period indicated and have not been annualized for the periods less than one year.

(d)Ratio of expenses to average net assets, ratio of expenses to average net assets including fee waivers and reimbursements and ratio of net investment income (loss) to average net assets have been annualized for periods less than one year.

Semi-Annual Report | September 30, 2023 (unaudited)21

See Notes to Financial Statements

The Brown Capital Management International All Company Fund

Financial HighlightsFor a share outstanding throughout the periods presented.

For the
Six Months Ended September 30, 2023 (unaudited)

For the Years Ended March 31,

Investor Class

 

2023

 

2022

 

2021

 

2020

 

2019

Net Asset Value, Beginning of Period

$14.28

$16.06

$17.51

$12.83

$13.71

$13.96

Income (Loss) from Investment Operations:

Net investment income (loss)(a)

0.01

(0.03

)

(0.06

)

(0.07

)

0.06

0.10

Net Realized and Unrealized Gain (Loss) on Investments

(0.13

)

(1.60

)

(1.26

)

5.29

(0.85

)

(0.26

)

Total from Investment Operations

(0.12

)

(1.63

)

(1.32

)

5.22

(0.79

)

(0.16

)

Less Distributions:

Distributions (from net investment income)

(0.01

)

(0.09

)

(0.10

)

Distributions (from capital gains)

(0.15

)

(0.12

)

(0.54

)

Total distributions

(0.15

)

(0.13

)

(0.54

)

(0.09

)

(0.10

)

Redemption Fees Added to Paid-in Capital (Note 1)(a)

(b)

(b)

(b)

(b)

(b)

0.01

Net Asset Value, End of Period

$14.16

$14.28

$16.06

$17.51

$12.83

$13.71

 

Total Return(c)(e)

(0.84

%)

(10.06

%)

(7.68

%)

40.73

%

(5.85

%)

(0.99

%)

 

Ratios/Supplemental Data:

Net Assets, End of Period (000’s)

$2,019

$2,492

$2,618

$3,613

$2,346

$2,991

Average Net Assets for the Period (000’s)

$2,363

$2,275

$3,356

$3,151

$3,162

$2,930

Ratio of Expenses to Average Net Assets

Excluding Fee Waivers and Reimbursements(d)(f)

1.82

%

1.90

%

1.58

%

1.79

%

1.91

%

1.83

%

Ratio of Expenses to Average Net Assets

Including Fee Waivers and Reimbursements(d)(f)

1.25

%

1.25

%

1.25

%

1.25

%

1.25

%

1.25

%

Ratio of Net Investment Income (Loss) to Average
Net Assets
(f)

0.08

%

(0.25

%)

(0.34

%)

(0.42

%)

0.42

%

0.72

%

Portfolio Turnover Rate(e)

5

%

20

%

8

%

11

%

25

%

28

%

(a)Calculated using average shares method.

(b)Less than 0.005 per share.

(c)Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(d)Includes 12b-1 Plan expenses, based upon the 12b-1 Plan adopted by the Fund on December 1, 2011.

(e)Total return and portfolio turnover rate are for the period indicated and have not been annualized for the periods less than one year.

(f)Ratio of expenses to average net assets, ratio of expenses to average net assets including fee waivers and reimbursements and ratio of net investment income (loss) to average net assets have been annualized for periods less than one year.

The Brown Capital Management International All Company Fund

See Notes to Financial Statements

The Brown Capital Management International All Company Fund

Financial HighlightsFor a share outstanding throughout the periods presented.

For the
Six Months Ended September 30, 2023 (unaudited)

For the Years Ended March 31,

Institutional Class

 

2023

 

2022

 

2021

 

2020

 

2019

Net Asset Value, Beginning of Period

$14.43

$16.18

$17.59

$12.86

$13.74

$13.98

Income (Loss) from Investment Operations:

Net investment income (loss)(a)

0.02

(b)

(0.03

)

(0.03

)

0.10

0.13

Net Realized and Unrealized Gain (Loss) on Investments

(0.14

)

(1.60

)

(1.25

)

5.30

(0.86

)

(0.26

)

Total from Investment Operations

(0.12

)

(1.60

)

(1.28

)

5.27

(0.76

)

(0.13

)

Less Distributions:

Distributions (from net investment income)

(0.01

)

(0.12

)

(0.12

)

Distributions (from capital gains)

(0.15

)

(0.12

)

(0.54

)

Total distributions

(0.15

)

(0.13

)

(0.54

)

(0.12

)

(0.12

)

Redemption Fees Added to Paid-in Capital (Note 1)(a)

(b)

(b)

(b)

(b)

(b)

0.01

Net Asset Value, End of Period

$14.31

$14.43

$16.18

$17.59

$12.86

$13.74

 

Total Return(c)(d)

(0.83

%)

(9.80

%)

(7.42

%)

41.03

%

(5.63

%)

(0.71

%)

 

Ratios/Supplemental Data:

Net Assets, End of Period (000’s)

$64,439

$61,259

$66,099

$61,564

$25,969

$32,979

Average Net Assets for the Period (000’s)

$65,576

$55,405

$71,346

$40,540

$31,739

$35,068

Ratio of Expenses to Average Net Assets(e)

Excluding Fee Waivers and Reimbursements

1.57

%

1.64

%

1.34

%

1.54

%

1.66

%

1.58

%

Ratio of Expenses to Average Net Assets(e)

Including Fee Waivers and Reimbursements

1.00

%

1.00

%

1.00

%

1.00

%

1.00

%

1.00

%

Ratio of Net Investment Income (Loss) to Average
Net Assets
(e)

0.25

%

0.00

%(f)

(0.14

%)

(0.16

%)

0.71

%

0.97

%

Portfolio Turnover Rate(d)

5

%

20

%

8

%

11

%

25

%

28

%

(a)Calculated using average shares method.

(b)Less than 0.005 per share.

(c)Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(d)Total return and portfolio turnover rate are for the period indicated and have not been annualized for the periods less than one year.

(e)Ratio of expenses to average net assets, ratio of expenses to average net assets including fee waivers and reimbursements and ratio of net investment income (loss) to average net assets have been annualized for periods less than one year.

(f)Less than 0.005 percent.

Semi-Annual Report | September 30, 2023 (unaudited)23

See Notes to Financial Statements

The Brown Capital Management International Small Company Fund

Financial HighlightsFor a share outstanding throughout the periods presented.

For the
Six Months Ended September 30, 2023 (unaudited)

For the Years Ended March 31,

Investor Class

 

2023

 

2022

 

2021

 

2020

 

2019

Net Asset Value, Beginning of Period

$19.95

$22.05

$25.03

$14.75

$16.76

$16.27

Income (Loss) from Investment Operations:

Net investment income (loss)(a)

(b)

(0.04

)

(0.06

)

(0.15

)

(0.03

)

(0.05

)

Net Realized and Unrealized Gain (Loss) on Investments

(0.79

)

(2.06

)

(1.54

)

10.62

(1.93

)

0.58

Total from Investment Operations

(0.79

)

(2.10

)

(1.60

)

10.47

(1.96

)

0.53

Less Distributions:

Distributions (from capital gains)

(1.39

)

(0.19

)

(0.05

)

(0.04

)

Total distributions

(1.39

)

(0.19

)

(0.05

)

(0.04

)

Redemption Fees Added to Paid-in Capital (Note 1)(a)

(b)

(b)

0.01

(b)

(b)

(b)

Net Asset Value, End of Period

$19.16

$19.95

$22.05

$25.03

$14.75

$16.76

 

Total Return(c)(e)

(3.96

%)

(9.52

%)

(7.30

%)

71.05

%

(11.72

%)

3.32

%

 

Ratios/Supplemental Data:

Net Assets, End of Period (000’s)

$149,453

$163,538

$195,057

$171,603

$50,516

$40,248

Average Net Assets for the Period (000’s)

$168,253

$163,970

$214,710

$110,704

$51,728

$23,846

Ratio of Expenses to Average Net Assets

Excluding Fee Waivers and Reimbursements(d)(f)

1.31

%

1.31

%

1.30

%

1.32

%

1.39

%

1.75

%

Ratio of Expenses to Average Net Assets

Including Fee Waivers and Reimbursements(d)(f)

1.31

%

1.31

%

1.30

%

1.32

%

1.39

%

1.46

%

Ratio of Net Investment Income (Loss) to Average Net Assets(f)

(0.04

%)

(0.20

%)

(0.22

%)

(0.68

%)

(0.15

%)

(0.34

%)

Portfolio Turnover Rate(e)

6

%

19

%

8

%

18

%

4

%

7

%

(a)Calculated using average shares method.

(b)Less than 0.005 per share.

(c)Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(d)Includes 12b-1 Plan expenses, based upon the 12b-1 Plan adopted by the Fund on September 30, 2015.

(e)Total return and portfolio turnover rate are for the period indicated and have not been annualized for the periods less than one year.

(f)Ratio of expenses to average net assets, ratio of expenses to average net assets including fee waivers and reimbursements and ratio of net investment income (loss) to average net assets have been annualized for periods less than one year.

The Brown Capital Management International Small Company Fund

See Notes to Financial Statements

The Brown Capital Management International Small Company Fund

Financial HighlightsFor a share outstanding throughout the periods presented.

For the
Six Months Ended September 30, 2023 (unaudited)

For the Years Ended March 31,

Institutional Class

 

2023

 

2022

 

2021

 

2020

 

2019

Net Asset Value, Beginning of Period

$20.34

$22.43

$25.39

$14.92

$16.91

$16.38

Income (Loss) from Investment Operations:

Net investment income (loss)(a)

0.02

0.01

0.01

(0.10

)

(b)

(0.01

)

Net Realized and Unrealized Gain (Loss) on Investments

(0.80

)

(2.10

)

(1.58

)

10.76

(1.94

)

0.58

Total from Investment Operations

(0.78

)

(2.09

)

(1.57

)

10.66

(1.94

)

0.57

Less Distributions:

Distributions (from net investment income)

(b)

(b)

Distributions (from capital gains)

(1.39

)

(0.19

)

(0.05

)

(0.04

)

Total distributions

(1.39

)

(0.19

)

(0.05

)

(0.04

)

Redemption Fees Added to Paid-in Capital (Note 1)(a)

(b)

(b)

(b)

(b)

(b)

(b)

Net asset Value, End of Period

$19.56

$20.34

$22.43

$25.39

$14.92

$16.91

 

Total Return(c)(d)

(3.83

%)

(9.30

%)

(7.11

%)

71.51

%

(11.48

%)

3.54

%

 

Ratios/Supplemental Data:

Net Assets, End of Period (000’s)

$2,002,110

$2,141,079

$2,560,435

$1,923,391

$693,460

$322,439

Average Net Assets for the Period (000’s)

$2,258,361

$2,130,241

$2,452,659

$1,344,547

$598,865

$107,782

Ratio of Expenses to Average Net Assets

Excluding Fee Waivers and Reimbursements(e)

1.06

%

1.06

%

1.05

%

1.07

%

1.14

%

1.41

%

Ratio of Expenses to Average Net Assets

Including Fee Waivers and Reimbursements(e)

1.06

%

1.06

%

1.05

%

1.07

%

1.14

%

1.19

%

Ratio of Net Investment Income (Loss) to Average
Net Assets
(e)

0.20

%

0.04

%

0.04

%

(0.42

%)

0.02

%

(0.04

%)

Portfolio Turnover Rate(d)

6

%

19

%

8

%

18

%

4

%

7

%

(a)Calculated using average shares method.

(b)Less than 0.005 per share.

(c)Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(d)Total return and portfolio turnover rate are for the period indicated and have not been annualized for the periods less than one year.

(e)Ratio of expenses to average net assets, ratio of expenses to average net assets including fee waivers and reimbursements and ratio of net investment income (loss) to average net assets have been annualized for periods less than one year.

Semi-Annual Report | September 30, 2023 (unaudited)25

The Brown Capital Management Mutual Funds

Notes to Financial Statements (unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Brown Capital Management Small Company Fund (“Small Company Fund”), The Brown Capital Management Mid Company Fund (“Mid Company Fund”), The Brown Capital Management International All Company Fund (“International All Company Fund”) and The Brown Capital Management International Small Company Fund (“International Small Company Fund”) (each a “Fund” and collectively the “Funds”) are each a series portfolio of Brown Capital Management Mutual Funds (the “Trust”). The Trust is a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open‐ended management investment company. Each of the Funds in this report are classified as a diversified, open‐end management investment company, as those terms are defined in the 1940 Act. The Funds currently offer Investor Class and Institutional Class Shares.

The primary investment objective of the Small Company Fund is to seek long‐term capital appreciation. Current income is a secondary consideration in selecting portfolio investments. The Small Company Fund seeks to achieve its investment objective by investing at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of those companies with operating revenues of $500 million or less at the time of initial investment.

The primary investment objective of the Mid Company Fund is to seek long‐term capital appreciation. Current income is a secondary consideration in selecting portfolio investments. The Mid Company Fund seeks to achieve its investment objective by investing at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of companies that have total operating revenues of $500 million to $2.5 billion at the time of initial investment.

The primary investment objective of the International All Company Fund is to seek long‐term capital appreciation. Current income is a secondary consideration in selecting portfolio investments. The International All Company Fund seeks to achieve its investment objective by investing substantially of its assets in equity securities of non‐U.S. based companies.

The primary investment objective of the International Small Company Fund is to seek long‐term capital appreciation. Current income is a secondary consideration in selecting portfolio investments. The International Small Company Fund seeks to achieve its investment objective by investing at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of non‐U.S. based companies with total operating revenues of $500 million or less at the time of the initial investment.

Income, expenses (other than distribution and service fees, which were only attributable to the Investor Shares), and realized and unrealized gains or losses on investments and foreign currencies were allocated to each class of shares based upon its relative net assets.

The following accounting policies have been consistently followed by the Funds and are in conformity with United States generally accepted accounting principles (“GAAP”). Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

Investment Valuation

The Funds’ investments in securities are carried at value. Securities listed on an exchange or quoted on a national market system are valued at the last sales price as of 4:00 p.m. Eastern Time, Monday through Friday. Securities that are principally traded on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) exchange are generally valued at the NASDAQ Official Closing Price (“NOCP”). Other securities that are traded in the domestic over‐the‐counter market and listed securities for which last sales price is available, are generally valued at the last sales price as of the valuation time. In the absence of sales and NOCP, such securities are valued at the most recent bid price. Securities and assets for which representative market quotations are not readily available or which cannot be accurately valued using the Funds’ normal pricing procedures are valued at fair value as determined in good faith under policies approved by the Trust’s Board of Trustees. The Board has appointed the Advisor as valuation designee to be responsible for all fair value determinations for the Funds. Fair value pricing may be used, for example, in situations where (i) a security, such as a small‐cap stock, mid‐cap stock, or foreign security, is so thinly traded that there have been no transactions for that stock over an extended period of time or the validity of a market quotation received is questionable; (ii) an event occurs after the close of the exchange on which a portfolio security is principally traded that is likely to have changed the value of the security prior to a Fund’s net asset value calculation; (iii) the exchange on which the security is principally traded closes early; or (iv) trading of the particular portfolio security is halted during the day and does not resume prior to a Fund’s net asset value calculation. A security’s “fair value” price may differ from the price next available for that security using the Funds’ normal pricing procedures. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value.

Fair Value Measurement

In accordance with GAAP, the Funds use a three‐tier hierarchy to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the

The Brown Capital Management Mutual Funds

The Brown Capital Management Mutual Funds

Notes to Financial Statements (unaudited)

reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

Various inputs are used in determining the value of the Funds’ investments. These inputs are summarized in the three broad levels listed below:

Level 1 –  Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;
Level 2 –  Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and
Level 3 –  Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

An investment’s level within the fair value hierarchy is based on the lowest level input, individually or in the aggregate, that is significant to fair value measurement. The valuation techniques used by the Funds to measure fair value during the six months ended September 30, 2023 maximized the use of observable inputs and minimized the use of unobservable inputs.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk or liquidity associated with investing in those securities. The following is a summary of the inputs used in valuing the Funds’ assets as of September 30, 2023:

Small Company Fund:

Valuation Inputs

Investments in Securities at Value*

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

$3,291,358,106

$

$

$3,291,358,106

Short Term Investments

146,057,882

146,057,882

Total

$3,437,415,988

$

$

$3,437,415,988

Mid Company Fund:

Valuation Inputs

Investments in Securities at Value*

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

$64,465,208

$

$

$64,465,208

Short Term Investments

477,977

477,977

Total

$64,943,185

$

$

$64,943,185

International All Company Fund:

Valuation Inputs

Investments in Securities at Value*

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

$63,162,768

$

$

$63,162,768

Short Term Investments

940,724

940,724

Total

$64,103,492

$

$

$64,103,492

International Small Company Fund:

Valuation Inputs

Investments in Securities at Value*

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

$2,109,149,120

$

$

$2,109,149,120

Total

$2,109,149,120

$

$

$2,109,149,120

*See Schedule of Investments for sector/country classifications.

Semi-Annual Report | September 30, 2023 (unaudited)27

The Brown Capital Management Mutual Funds

Notes to Financial Statements (unaudited)

For the six months ended September 30, 2023, the Funds did not have investments with significant unobservable inputs (Level 3) used in determining fair value.

Foreign Currency Translation (International All Company Fund and International Small Company Fund)

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities and income items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized gain/(loss) or unrealized appreciation/(depreciation) from investments.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign taxes withheld, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

Foreign Currency Spot Contracts (International All Company Fund and International Small Company Fund)

Derivative instruments include foreign currency spot trades. The Funds may enter into such derivative instruments primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a foreign currency spot contract the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price typically within two business days. These contracts are valued daily, and the Fund’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the exchange rates at the reporting date, is included in the Statements of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statements of Operations. These instruments often involve market risk, credit risk, or both risks, in excess of the amount recognized in the Statement of Assets and Liabilities. Risks may also arise from the possible inability of counterparties to meet the terms of their contracts and from unanticipated movements in currency and securities values and interest rates.

Affiliated Companies

If a Fund owns 5% or more of the outstanding voting securities, either directly or indirectly, of a particular issuer, the 1940 Act deems such an issuer to be an “affiliate” of the Fund. As of and during the six months ended September 30, 2023, the Small Company Fund and International Small Company Fund owned 5% or more of the outstanding voting securities of the issuers identified in the tables below and therefore those issuers are considered affiliates of that Fund for purposes of the 1940 Act.

Small Company Fund

Security Name

 

Market Value as of
March 31, 2023

 

Purchases

 

Corporate Actions

 

Sales

 

Market Value as of
September 30, 2023

 

Share Balance
as of
September 30, 2023

 

Dividends

 

Change in Unrealized Gain (Loss)

 

Realized Gain/(Loss)

 

Alarm.com Holdings, Inc.

$149,999,218

$

$

$(8,523,389

)

$171,989,143

2,813,038

$

$(38,060,231

)

$(7,546,917

)

AppFolio, Inc. – Class A

193,229,930

(79,673,701

)

192,582,239

1,054,494

62,560,888

16,465,122

Cryoport, Inc.

107,010,336

61,129,654

4,458,764

(45,880,682

)

Cytek Biosciences, Inc.

42,541,034

21,571,956

38,899,617

7,047,032

(25,213,373

)

Enfusion, Inc.

51,496,494

14,430,818

56,951,014

6,349,054

(8,976,298

)

Helios Technologies, Inc.

114,053,218

96,753,403

1,743,933

313,908

(17,299,815

)

Olo, Inc. – Class A

72,474,843

6,339,422

58,640,705

9,676,684

(20,173,560

)

OrthoPediatrics Corp.

82,129,117

4,773,964

62,580,480

1,955,640

(24,332,601

)

Vericel Corp.

113,450,251

129,701,651

3,869,381

16,251,400

Xometry, Inc.

47,537,370

4,607,948

59,150,832

3,483,559

7,005,514

 

$928,378,738

42,451,579

$313,908

$(17,988,296

)

$8,918,205

Investments no longer Affiliated as of September 30, 2023

PROS Holdings,Inc

$74,215,092

$

$

$(24,748,417

)

$63,209,715

1,825,815

$

$18,733,329

$(4,990,289

)

 

GRAND TOTAL

$991,588,453

44,277,394

$313,908

$745,033

$3,927,916

The Brown Capital Management Mutual Funds

Notes to Financial Statements (unaudited)

International Small Company Fund

Security Name

 

Market Value as of
March 31, 2023

 

Purchases

 

Corporate Actions

 

Sales

 

Market Value as of
September 30, 2023

 

Share Balance
as of
September 30, 2023

 

Dividends

 

Change in Unrealized Gain/(Loss)

 

Realized Gain/(Loss)

 

HIDAY HIDAKA Corp.

$43,722,929

$1,898,159

$

$(549,530

)

$50,595,641

2,787,984

$278,241

$5,480,011

$44,072

Lectra

105,620,545

4,101,278

(1,382,075

)

75,320,240

2,766,666

1,032,326

(32,266,245

)

(753,263

)

Nexus AG

82,349,528

(355,704

)

75,380,387

1,379,082

231,612

(6,512,071

)

(101,366

)

Paypoint PLC

19,318,366

893,633

(310,637

)

22,795,506

3,572,313

840,552

3,177,432

(283,288

)

Software Service, Inc.

32,467,563

(109,777

)

32,720,567

482,225

420,761

(57,980

)

Stratec Biomedical AG

63,553,175

3,082,385

(935,907

)

45,122,275

964,495

722,764

(18,498,843

)

(2,078,535

)

 

GRAND TOTAL

$301,934,616

11,952,765

$3,135,495

$(48,198,955

)

$(3,230,360

)

Investment Transactions and Investment Income

Investment transactions are accounted for as of the date purchased or sold (trade date). Dividend income is recorded on the ex‐dividend date. Certain dividends from foreign securities will be recorded as soon as the Trust is informed of the dividend if such information is obtained subsequent to the ex‐dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules. Interest income is recorded on the accrual basis and includes amortization of discounts and premiums. Gains and losses are determined on the high cost basis, which is the same basis used for federal income tax purposes. The Funds accrue any taxes withheld from foreign investments by foreign countries. Amounts that may be reclaimed are recorded as receivables and amounts that may not be reclaimed are recorded at the same time as the related income on each income recognition date if the tax rated is fixed and known. When investment income is received net of the tax withheld, a separate realized foreign currency gain or loss is computed on the gross income receivable and the accrued tax expense. If the tax rate is not known or estimable, such expense or receivable is recorded on the date that the net amount is received.

Expenses

Each Fund bears expenses incurred specifically on its behalf, as well as a portion of general Trust expenses, which are allocated according to methods approved by the Trustees. Class specific expenses are charged directly to the class incurring the expense. Common expenses, which are not attributable to a specific class, are allocated daily to each class of shares based upon its proportionate share of total net assets of the Fund. Expenses not directly billed to a particular Fund are allocated proportionally among all Funds daily in relation to net assets of each Fund or another reasonable measurement. Fees provided under the distribution (Rule 12b‐1) and/or shareholder service plans for a particular class of the Funds’ are charged to the operations of such class.

Dividend Distributions

Each of the Funds may declare and distribute dividends from net investment income (if any) annually. Distributions from capital gains (if any) are generally declared and distributed annually. Dividends and distributions to shareholders are recorded on ex‐date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from GAAP.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in the net assets from operations during the reported period. Actual results could differ from those estimates. Management believes the estimates and security valuations are appropriate; however, actual results may differ from those estimates, and the security valuations reflected in the financial statements may differ from the value the Funds ultimately realize upon sale of the securities.

Federal Income Taxes

No provision for income taxes is included in the accompanying financial statements, as each Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies.

Semi-Annual Report | September 30, 2023 (unaudited)29

The Brown Capital Management Mutual Funds

Notes to Financial Statements (unaudited)

Foreign Taxes

The Funds may be subject to taxes imposed by countries in which they invest. Such taxes are generally based on either income or gains earned or repatriated. The Funds accrue and apply such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains earned.

Fees on Redemptions

Shares of the International All Company Fund and the International Small Company Fund will be assessed a fee of 2.00% of the redemption amount if such shares are redeemed within 60 days of purchase. The redemption fee is paid directly to the Fund and is intended to offset the cost of liquidating a shareholders’ investment in the Fund, discourage short‐term trading of shares, and protect long‐term shareholders – the redemption fee is not a sales charge or other fee intended to finance sales or marketing expenses. No redemption fee will be imposed on redemptions initiated by the Funds. Redemption fees are disclosed on the Statements of Changes in Net Assets.

2. TRANSACTIONS WITH RELATED PARTIES AND OTHER SERVICE PROVIDERS

Advisor

Each Fund pays a monthly advisory fee to Brown Capital Management, LLC (the “Advisor”) based upon the average daily net assets of each Fund and is calculated at the following annual rates:

Advisory Fees

Fund

 

Average Net Assets

 

Rate

 

Expense Limitation Ratio

 

Advisory Fees Waived

 

Expenses Reimbursed

Small Company Fund

On all assets

1.00%

1.25%

$

$

Mid Company Fund

On all assets

0.75%

0.90%

156,212

International All Company Fund

First $100 million

0.90%

1.00%

193,960

 

Over $100 million

0.75%

1.00%

International Small Company Fund

On all assets

1.00%

1.15%

In the interest of limiting expenses of the Funds, the Advisor has entered into expense limitation agreements with the Trust, with respect to each of the Funds (“Expense Limitation Agreements”), pursuant to which the Advisor has agreed to waive or limit its fees and to assume other expenses so that the total annual operating expenses of the Funds (other than interest, taxes, brokerage commissions, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of each Fund’s business, and amounts, if any, payable under a Rule 12b‐1 distribution plan) do not exceed certain limits, which are (at the time this report is being produced) for the Small Company Fund, the Mid Company Fund, the International All Company Fund and the International Small Company Fund, 1.25%, 0.90%, 1.00% and 1.15% of the average daily net assets of those Funds, respectively.

Each of the Funds may reimburse the Advisor the management fees waived or limited and other expenses assumed and paid by the Advisor pursuant to the Expense Limitation Agreements during any of the previous three (3) years, provided that the particular fund has reached a sufficient asset size to permit such reimbursement to be made without causing the total annual expense ratio of the particular fund to exceed the lesser of the percentage limits in place at the time of the waiver and/or reimbursement or current waiver and/or reimbursement arrangement. Consequently, no reimbursement by any of the Funds will be made unless: (i) the particular fund’s assets exceed $20 million for the Small Company Fund, the International All Company Fund, and the International Small Company Fund, or $15 million for the Mid Company Fund; (ii) the particular fund’s total annual expense ratio is less than the percentage described above; and (iii) the payment of such reimbursement has been approved by the Trustees on a quarterly basis.

Fund

 

Expires 2024

 

Expires 2025

 

Expires 2026

Expires 2027

 

Small Company Fund

$

$

$

$

Mid Company Fund

192,788

213,219

341,694

156,212

International All Company Fund

235,911

250,676

368,923

193,960

International Small Company Fund

Administrator, Transfer Agent and Fund Accountant

Pursuant to the Purchase and Sale Agreement dated June 30, 2021 Brown Capital Management Holdings, Inc. (“BCM”) acquired 50.1% of the outstanding shares of Commonwealth Fund Services, Inc. (“CFS”), becoming its majority owner. The remaining 49.9% of the outstanding shares are owned by Stony Point Holdings, LLC (“SPH”). Prior to this transaction SPH owned 100% of CFS. Management and operation of CFS is governed by the Stockholder Agreement between CFS, BCM and SPH dated June 30, 2021. Following the closing of the transaction discussed above, the Board of Trustees (the

The Brown Capital Management Mutual Funds

Notes to Financial Statements (unaudited)

“Trustees”) of Brown Capital Management Mutual Funds (the “Trust”) approved CFS to serve as the administrator, fund accounting agent and transfer agent to the four mutual funds of the Trust. The transition from SS&C ALPS Fund Services, Inc. (“ALPS”), the previous service provider to the four mutual funds, to CFS took place on April 4, 2022. Notice of this transaction and change in service provider was provided to the shareholders of the mutual funds by supplement dated October 1, 2021. As compensation for its services to the Trust, fees to CFS are computed daily and paid monthly. For its fees, CFS is paid $125,000 per Fund per year for Administration and Fund Accounting and $12,000 per Fund per year for Regulatory Compliance. Transfer Agency fees are based on the number and type of accounts serviced. In addition, the Trust shall reimburse CFS from the assets of each Fund certain reasonable expenses incurred by CFS on behalf of each Fund individually in connection with the performance of the Administration Agreement. For the six months ended September 30, 2023, the following fees were paid by the Funds to CFS:

Fund

 

Fund Accounting and Adminstration

 

Transfer
Agent

Small Company Fund

$68,500

$939,349

Mid Company Fund

68,500

3,842

International All Company Fund

68,500

2,608

International Small Company Fund

68,500

72,565

Compliance Services

The principal owner of Watermark Solutions, LLC serves as the Trust’s Chief Compliance Officer pursuant to an agreement with the Trust. As compensation for its services to the Trust, Watermark Solutions, LLC receives an annual compliance services fee. CFS provides services which assist the Trust’s Chief Compliance Officer in monitoring and testing the policies and procedures of the Trust in conjunction with requirements under Rule 38a‐1 under the 1940 Act. CFS is compensated under the Administration Agreement for these services.

Distributor

ALPS Distributors, Inc. (the “Distributor”) serves as the Funds’ distributor. The Distributor acts as the principal underwriter of the Trust’s shares.

12b‐1 Plan

Each Fund has adopted, with respect to its Investor Class shares, a plan pursuant to Rule 12b‐1 under the 1940 Act (each a “Plan” and collectively, the “Plans”) under which each Fund may incur expenses related to distribution of its shares and for services provided to shareholders. Payments under a Plan are made to the distributor, which uses them to pay distribution and shareholder service expenses on behalf of and as agent of the Fund. The amount payable by the Mid Company Fund, the International All Company Fund and the International Small Company Fund under the Plan is 0.25% of average daily net assets for the year and 0.20% of average daily net assets for the Small Company Fund. The Plans are compensation plans, which means that payments are made to the Distributor regardless of 12b‐1 expenses actually incurred. Therefore, payments under a Plan may exceed distribution and shareholder service expenses incurred pursuant to the Plan. The Distributor may pay the Advisor for expenditures that it incurs for marketing and distributions related services for the Funds. It is also possible that 12b‐1 expenses for a period will exceed the payments made to the Distributor by the Funds, in which case the Advisor may pay such excess expenses out of its own resources. The Plans require that the Distributor act in the Funds’ best interests in expending the payments it receives from the Funds and use payments solely for the purpose of paying distribution expenses on behalf of the Funds. The Funds’ Distributor verifies all payment amounts to be made to brokers that have properly executed dealer agreements with the Funds before such payments are made.

Legal Counsel to the Trust

Practus, LLP serves as legal counsel to the Trust. John H. Lively, Secretary of the Trust, is the managing partner of Practus, LLP, but he receives no direct special compensation from the Trust or the Funds for serving as an officer of the Trust.

Any Trustee and/or officer of the Trust that also is an employee and/or officer of the Advisor does not receive compensation from the Trust for serving in such roles.

Semi-Annual Report | September 30, 2023 (unaudited)31

The Brown Capital Management Mutual Funds

Notes to Financial Statements (unaudited)

3. PURCHASES AND SALES OF INVESTMENT SECURITIES

For the six months ended September 30, 2023, the aggregate cost of purchases and proceeds from sales of investment securities, excluding short‐term securities, are shown in the following table.

Fund

 

Purchases of
Securities

 

Proceeds From
Sales of Securities

Small Company Fund

$163,723,615

$301,764,998

Mid Company Fund

33,651,709

5,011,654

International All Company Fund

5,856,360

3,366,865

International Small Company Fund

142,415,871

196,399,896

4. FEDERAL INCOME TAX

Distributions are determined in accordance with Federal income tax regulations, which may differ from GAAP, and, therefore, may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences. For the six months ended September 30, 2023, there were no such reclassifications.

The Funds recognize the tax benefit or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management reviewed the tax positions in the open tax years of 2020‐2022 and as of and during the six months ended September 30, 2023, and determined that the Funds do not have a liability for uncertain tax positions. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the year, the Funds did not incur any interest or penalties.

At September 30, 2023, the tax‐basis cost of investments was as follows:

Small Company
Fund

 

Mid Company
Fund

 

International All
Company Fund

 

International Small
Company Fund

Gross unrealized appreciation (excess of value over tax cost)

$1,488,402,977

$14,321,500

$15,552,625

$386,305,014

Gross unrealized depreciation (excess of tax cost over value)

(548,673,122

)

(5,859,075

)

(12,295,165

)

(434,275,958

)

Net appreciation (depreciation) of foreign currency and
unrealized foreign capital gains tax

(2,770,431

)

Net unrealized appreciation (depreciation)

$939,729,855

$8,462,425

$3,257,460

$(50,741,375

)

Cost of investments for income tax purposes

$2,497,686,133

$56,480,760

$60,846,032

$2,157,120,066

The difference between book basis and tax basis unrealized appreciation (depreciation) is attributable primarily to the deferral of wash sale losses.

At September 30, 2023, the distributable earnings (accumulated deficits) on a tax basis were as follows:

Small Company
Fund

 

Mid Company
Fund

 

International All
Company Fund

 

International Small
Company Fund

Accumulated Ordinary Income/(Loss)

$(23,615,431

)

$(222,786

)

$71,850

$1,835,402

Accumulated Capital Gain/(Loss)

343,219,594

(1,036,957

)

(2,513,487

)

(207,367,601

)

Unrealized Appreciation/(Depreciation)

939,729,855

8,462,425

3,257,460

(50,741,375

)

Total

$1,259,334,018

$7,202,682

$815,823

$(256,273,574

)

The Brown Capital Management Mutual Funds

Notes to Financial Statements (unaudited)

Distributions during the fiscal year shown were characterized for tax purposes as follows:

Small Company Fund

 

Mid Company Fund

 

International
All Company Fund

 

International
Small Company Fund

Distributions paid from:

 

Six months
ended
September 30,
2023

 

Year ended
March 31,
2023

 

Six months
ended
September 30,
2023

 

Year ended
March 31,
2023

 

Six months
ended
September 30,
2023

 

Year ended
March 31,
2023

 

Six months
ended
September 30,
2023

 

Year ended
March 31,
2023

Ordinary income

$

$

$

$

$

$116,151

$

$409,763

Realized gains

339,120,944

3,021,833

563,777

Return of capital

1,727,628

 

$

$339,120,944

$

$4,749,461

$

$679,928

$

$409,763

5. SECTOR RISK

If a fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of that fund than would be the case if the fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the fund and increase the volatility of the fund’s NAV per share. From time to time, circumstances may affect a particular sector and the companies within such sector. For instance, economic or market factors, regulation or deregulation, and technological or other developments may negatively impact all companies in a particular sector and therefore the value of a fund’s portfolio will be adversely affected. As September 30, 2023, 27.16% and 26.66% of the value of the net assets of the Small Company Fund were invested in securities within the Business Services and Medical/Health Care sectors, respectively; 26.84% of the value of the net assets of the Mid Company Fund were invested in securities within the Information/Knowledge Management sector; 27.95% and 27.13% of the value of the net assets of the International All Company Fund were invested in securities within the Information Technology and Health Care sectors, respectively; 31.42% and 28.81% of the value of the net assets of the International Small Company Fund were invested in securities within the Business Services and Information/Knowledge Management sectors, respectively.

6. COMMITMENTS AND CONTINGENCIES

Under the Funds’ organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with its vendors and others that provide for general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. The Funds expect the risk of loss to be remote.

7. TRUSTEE AND OFFICER FEES

Officers of the Trust, except the Chief Compliance Officer, and Trustees who are interested persons of the Trust, will receive no salary or fees from the Funds for their services to the Trust. As of September 30, 2023, there were five Trustees, three of whom are not “interested persons” of the Trust within the meaning of that term under the 1940 Act (each, an “Independent Trustee”). Effective December 11, 2020 and retroactive to January 1, 2020, each Independent Trustee of the Trust receives a $79,000 annual retainer and a $1,500 per meeting fee. All Trustees and officers are reimbursed for any out‐of‐pocket expenses incurred in connection with attendance at meetings. Prior to December 11, 2020 each Independent Trustee of the Trust received a $54,000 annual retainer and a $1,500 per meeting fee.

8. SUBSEQUENT EVENTS

The Funds evaluated subsequent events from September 30, 2023, the date of these financial statements, through the date these financial statements were issued and available and has noted no additional items require disclosure.

Semi-Annual Report | September 30, 2023 (unaudited)33

The Brown Capital Management Mutual Funds

Fund ExpensesSeptember 30, 2023 (Unaudited)

As a shareholder of the Funds, you incur ongoing costs, including management fees and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses – The first line of the table below provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not each Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds by comparing these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
April 1, 2023

 

Ending
Account Value
September 30, 2023

 

Expense
Ratio
(a)

 

Expenses Paid
During Period
April 1, 2023 to
September 30, 2023
(b)

Small Company Fund

Investor

Actual

$1,000.00

$1,002.70

1.29%

$6.46

Hypothetical (5% return before expenses)

$1,000.00

$1,018.55

1.29%

$6.51

Institutional

Actual

$1,000.00

$1,003.22

1.09%

$5.46

Hypothetical (5% return before expenses)

$1,000.00

$1,019.55

1.09%

$5.50

 

Mid Company Fund

Investor

Actual

$1,000.00

$986.96

1.15%

$5.71

Hypothetical (5% return before expenses)

$1,000.00

$1,019.25

1.15%

$5.81

Institutional

Actual

$1,000.00

$987.45

0.90%

$4.47

Hypothetical (5% return before expenses)

$1,000.00

$1,020.50

0.90%

$4.55

 

International All Company Fund

Investor

Actual

$1,000.00

$995.80

1.25%

$6.24

Hypothetical (5% return before expenses)

$1,000.00

$1,018.75

1.25%

$6.31

Institutional

Actual

$1,000.00

$995.84

1.00%

$4.99

Hypothetical (5% return before expenses)

$1,000.00

$1,020.00

1.00%

$5.05

 

International Small Company Fund

Investor

Actual

$1,000.00

$980.20

1.31%

$6.49

Hypothetical (5% return before expenses)

$1,000.00

$1018.45

1.31%

$6.61

Institutional

Actual

$1,000.00

$980.83

1.06%

$5.25

Hypothetical (5% return before expenses)

$1,000.00

$1,019.70

1.06%

$5.35

(a)Annualized, based on the Fund’s most recent fiscal half-year expenses.

(b)Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), divided by 366.

The Brown Capital Management Mutual Funds

Additional InformationSeptember 30, 2023 (Unaudited)

PROXY VOTING POLICIES AND VOTING RECORD

A copy of the Trust’s Proxy Voting and Disclosure Policy and the Advisor’s Proxy Voting and Disclosure Policy are included as Appendix A to the Funds’ Statement of Additional Information and are available, (1) without charge, upon request, by calling 877-892-4226 and (2) on the U.S. Securities and Exchange Commission’s (“SEC”) website at https://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling the Funds at the number above and (2) on the SEC’s website at https://www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Funds Form N-PORT is available on the SEC’s website at https://www.sec.gov. Information included in the Funds’ N-PORT is also available upon request by calling 877-892-4226.

TAX DESIGNATIONS

The Brown Capital Management International All Company Fund designates the following as a percentage of taxable ordinary income distributions, or up to the maximum amount allowable, for the calendar year ended December 31, 2022:

Qualified Dividend Income: 100%

Dividend Received Deduction: 0.00%

The Brown Capital Management International Small Company Fund designates the following as a percentage of taxable ordinary income distributions, or up to the maximum amount allowable, for the calendar year ended December 31, 2022:

Qualified Dividend Income: 80.87%

Dividend Received Deduction: 0.00%

In early 2023, if applicable, shareholders of record received this information for the distributions paid to them by the Fund during the calendar year 2022 via Form 1099. The Fund will notify shareholders in early 2024 of amounts paid to them by the Fund, if any, during the calendar year 2023.

Pursuant to Section 852(b)(3) of the Internal Revenue Code, the Brown Capital Management Small Company Fund designated $399,120,944 as long-term capital gain dividends. Brown Capital Management Mid Company Fund designated $1,375,581 as long-term gain capital dividends. Brown Capital Management International Small Company Fund designated $110,733,935 as long-term capital gain dividends.

The Brown Capital Management International All Company Fund designates foreign taxes paid in the amount of $66,451 and foreign source income in the amount of $678,914 for federal income tax purposes for the year ended March 31, 2023. The Brown International Small Company Fund designates foreign taxes paid in the amount of $1,666,558 and foreign source income in the amount of $30,476,945 for federal income tax purposes for the year ended March 31, 2023.

FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

The Funds have adopted and implemented a written liquidity risk management program as required by Rule 22e-4 under the 1940 Act. The program is reasonably designed to assess and manage the Funds’ liquidity risk, taking into consideration the Funds’ investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings. The Funds’ Board of Trustees approved the appointment of the Advisor as the Funds’ Liquidity Risk Management Administrator. The Advisor has appointed representatives from its compliance, trading, and portfolio management departments to assist in the program’s administration and oversight and for reporting to the Board on at least an annual basis regarding the program’s operation and effectiveness. The Liquidity Risk Management Administrator performed an assessment of the Funds’ liquidity risk profile, considering information gathered and its actual experience in administering the program and presented a written report to the Board of Trustees for consideration during the period covered by this semi-annual report. The report concluded that (i) the Funds did not experience significant liquidity challenges during the covered period and (ii) the Funds’ liquidity risk management program is reasonably designed to assess and manage each Fund’s liquidity risk.

Semi-Annual Report | September 30, 2023 (unaudited)35

The Brown Capital Management Mutual Funds

Additional InformationSeptember 30, 2023 (Unaudited)

PRIVACY NOTICE

The following is a description of the Funds’ policies regarding disclosure of nonpublic personal information that you provide to the Funds or that the Funds collect from other sources. In the event that you hold shares of the Funds through a broker-dealer or other financial intermediary, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with unaffiliated third parties.

Categories of Information the Funds Collect. The Funds collect the following nonpublic personal information about you:

Information the Funds receive from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and

Information about your transactions with the Funds, their affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).

Categories of Information the Funds Disclose. The Funds do not disclose any non-public personal information about their current or former shareholders to unaffiliated third parties, except as required or permitted by law. The Funds are permitted by law to disclose all of the information it collects, as described above, to their service providers (such as the Funds’ custodian, administrator and transfer agent) to process your transactions and otherwise provide services to you.

Confidentiality and Security. The Funds restrict access to your nonpublic personal information to those persons who require such information to provide products or services to you. The Funds maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

The Funds’ Privacy Notice is not part of this semi-annual report.

Must be accompanied or preceded by a prospectus.
Funds distributed by ALPS Distributors, Inc. 1290 Broadway, Suite 1000, Denver, CO 80203

 
 

 

1(b). Not applicable.

 

Item 2.Code of Ethics.

 

Not applicable.

 

Item 3.AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable.

 

Item 4.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable.

 

Item 5.AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

Item 6.SCHEDULE OF INVESTMENTS.

 

A copy of the schedule of investments of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7.DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

 

 

 

Item 8.PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

Item 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable.

 

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

None.

 

Item 11. CONTROLS AND PROCEDURES.

 

(a)The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these disclosure controls and procedures (as required by Rule 30a-3(b) under the Investment Company Act of 1940, as amended) as of a date within 90 days of the filing of this report.

 

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable to the registrant. The Brown Capital Management Mutual Funds are open-end management investment companies.

 

 

 

 

Item 13. EXHIBITS.

 

(a)(1)Code of Ethics in response to Item 2 of this Form N-CSR: Not applicable.

 

(a)(2)Certifications required by Item 13.(a)(2) of Form N-CSR are filed herewith as Exhibit 13.(a)(2).

 

(a)(3)Solicitations to purchase securities under Rule 23c-1 under the Act: Not applicable.

 

(a)(4)Change in registrant’s independent public accountant: Not applicable.

 

(b)Certifications required by Item 13.(b) of Form N-CSR are filed herewith as Exhibit 13.(b).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Brown Capital Management Mutual Funds

 

By: (Signature and Title) /s/ Robert L. Young, III  
  Robert L. Young, III
  Trustee, President and Principal Executive Officer

 

Date: December 7, 2023

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By: (Signature and Title) /s/ Robert L. Young, III  
  Robert L. Young, III
  Trustee, President and Principal Executive Officer,
Brown Capital Management Mutual Funds

 

Date: December 7, 2023

 

By: (Signature and Title) /s/ Michael L. Forster  
  Michael L. Forster
  Treasurer and Principal Financial Officer,
Brown Capital Management Mutual Funds

 

Date: December 7, 2023

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-CSRS’ Filing    Date    Other Filings
Filed on / Effective on:12/7/23
For Period end:9/30/23NPORT-P
4/1/23
3/31/2324F-2NT,  N-CEN,  N-CSR,  NPORT-P
12/31/22NPORT-P
4/4/22
10/1/21497
6/30/21N-PX,  NPORT-P
12/11/20
1/1/20
9/30/15497,  497K,  N-CSRS,  NSAR-A
12/1/11485BPOS,  CORRESP,  N-CSRS
 List all Filings 
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