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BBH Trust – ‘N-CSRS’ for 4/30/14

On:  Wednesday, 7/9/14, at 3:37pm ET   ·   Effective:  7/9/14   ·   For:  4/30/14   ·   Accession #:  891092-14-5312   ·   File #:  811-21829

Previous ‘N-CSRS’:  ‘N-CSRS/A’ on 3/27/14 for 4/30/13   ·   Next:  ‘N-CSRS’ on 3/9/15 for 12/31/14   ·   Latest:  ‘N-CSRS’ on 7/7/23 for 4/30/23

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

 7/09/14  BBH Trust                         N-CSRS      4/30/14    3:3.1M                                   Doremus Fin… Printing/FABBH Core Select Class N Shares (BBTEX) — Retail Class Shares (BBTRX)BBH Global Core Select Class N Shares (BBGNX) — Retail Class Shares (BBGRX)BBH Intermediate Municipal Bond Fund Class I Shares (BBIIX) — Class N Shares (BBINX) — Retail Class SharesBBH Ltd. Duration Fund Class I Shares (BBBIX) — Class N Shares (BBBMX)BBH Partner Fund – International Equity Class I Shares (BBHLX) — Class N Shares (BBHEX)

Certified Semi-Annual Shareholder Report of a Management Investment Company   —   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSRS      Semi-Annual Report                                  HTML   1.59M 
 2: EX-12.(A)(2)  Statement re: Computation of Ratios               HTML     20K 
 3: EX-12.(B)   Statement re: Computation of Ratios                 HTML      9K 


N-CSRS   —   Semi-Annual Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



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: 811-21829

 

BBH TRUST

On behalf of the following series:

 

BBH Limited Duration Fund

BBH Core Select

BBH Global Core Select

BBH International Equity Fund

BBH Intermediate Municipal Bond Fund

 

(Exact name of registrant as specified in charter)

 

140 Broadway, New York, NY 10005

(Address of principal executive offices) (Zip Code)

 

Corporation Services Company

2711 Centerville Road, Suite 400, Wilmington, DE 19808

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (800) 575-1265

 

Date of fiscal year end: October 31

 

Date of reporting period: April 30, 2014

 

 

 

 

 
 

Item 1. Report to Stockholders.


Semi-Annual Report

APRIL 30, 2014

BBH Limited Duration Fund

 
 

BBH LIMITED DURATION FUND
PORTFOLIO ALLOCATION
April 30, 2014 (unaudited)

 

BREAKDOWN BY SECURITY TYPE

   U.S. $ Value  Percent of
Net Assets
Asset Backed Securities  $1,509,104,420    34.7%
Loan Participations and Assignments   4,979,400    0.1 
Commercial Mortgage Backed Securities   304,590,920    7.0 
Corporate Bonds   1,102,756,978    25.4 
Municipal Bonds   121,778,076    2.8 
U.S. Government Agency Obligations   261,353,730    6.0 
U.S. Inflation Linked Debt   308,806,506    7.1 
Certificates of Deposit   392,750,062    9.0 
Commercial Paper   74,990,750    1.7 
Time Deposits   140,000,000    3.2 
U.S. Treasury Bills   170,496,906    3.9 
Liabilities in Excess of Other Assets   (41,079,109)   (0.9)
NET ASSETS  $4,350,528,639    100.0%

 

All data as of April 30, 2014. The BBH Limited Duration Fund’s (the “Fund”) sector diversification is expressed as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

2
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (34.7%)             
$17,421,812   Aircraft Lease Securitisation, Ltd.             
     2007-1A1,2  05/10/32   0.413%  $16,855,603 
 35,000,000   Ally Master Owner Trust 2010-22  04/15/17   4.250    36,231,895 
 12,690,000   Ally Master Owner Trust 2012-5  09/15/19   1.540    12,668,947 
 1,354,108   AmeriCredit Automobile Receivables             
     Trust 2011-4  05/09/16   1.170    1,355,126 
 7,347,000   AmeriCredit Automobile Receivables             
     Trust 2012-2  10/10/17   2.640    7,547,191 
 12,290,000   AmeriCredit Automobile Receivables             
     Trust 2012-3  05/08/18   2.420    12,593,969 
 11,300,000   AmeriCredit Automobile Receivables             
     Trust 2013-3  06/10/19   2.380    11,486,529 
 3,222,959   ARI Fleet Lease Trust 2012-A1,2  03/15/20   0.702    3,226,308 
 8,110,837   Ascentium Equipment Receivables LLC             
     2012-1A2  09/15/19   1.830    8,107,633 
 20,060,000   Ascentium Equipment Receivables LLC             
     2014-1A2  01/10/17   1.040    20,062,166 
 3,000,000   Avis Budget Rental Car Funding             
     AESOP LLC 2010-3A2  05/20/16   4.640    3,100,761 
 25,300,000   Avis Budget Rental Car Funding             
     AESOP LLC 2010-5A2  03/20/17   3.150    26,244,677 
 16,944,411   AXIS Equipment Finance             
     Receivables II LLC 2013-1A2  03/20/17   1.750    16,952,273 
 37,684,054   BCC Funding Corp. 2014-1A2  06/20/20   1.794    37,684,054 
 2,004,949   BMW Vehicle Owner Trust 2011-A  08/25/15   0.760    2,007,006 
 15,175,000   Cabela’s Master Credit Card Trust             
     2010-2A1,2  09/17/18   0.852    15,263,774 
 16,610,000   Cabela’s Master Credit Card Trust             
     2012-1A1,2  02/18/20   0.682    16,738,296 
 4,300,000   Capital Auto Receivables             
     Asset Trust 2013-1  10/22/18   1.740    4,305,250 
 8,030,000   Capital Auto Receivables Asset             
     Trust 2013-2  10/22/18   1.960    8,120,723 
 2,820,000   Capital Auto Receivables Asset             
     Trust 2013-2  04/22/19   2.660    2,879,310 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20143
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)             
$13,260,000   Capital Auto Receivables Asset             
     Trust 2013-3  10/22/18   2.790%  $13,563,097 
 3,070,193   CarMax Auto Owner Trust 2011-2  12/15/15   0.910    3,072,293 
 12,922,520   CCG Receivables Trust 2013-12  08/14/20   1.050    12,952,319 
 15,287,049   Chesapeake Funding LLC 2011-2A1,2  04/07/24   1.402    15,424,235 
 13,662,252   Chesapeake Funding LLC 2012-1A1,2  11/07/23   0.903    13,711,860 
 13,326,533   Chesapeake Funding LLC 2012-2A1,2  05/07/24   0.603    13,347,003 
 7,009,253   Credit Acceptance Auto Loan             
     Trust 2012-1A2  09/16/19   2.200    7,055,079 
 3,000,000   Credit Acceptance Auto Loan             
     Trust 2012-1A2  03/16/20   3.120    3,065,025 
 8,860,000   Credit Acceptance Auto Loan             
     Trust 2012-2A2  03/16/20   1.520    8,906,861 
 11,950,000   Credit Acceptance Auto Loan             
     Trust 2013-1A2  10/15/20   1.210    11,962,906 
 11,790,000   Credit Acceptance Auto Loan             
     Trust 2013-2A2  04/15/21   1.500    11,866,718 
 7,530,000   Credit Acceptance Auto Loan             
     Trust 2013-2A2  10/15/21   2.260    7,602,552 
 10,040,000   Credit Acceptance Auto Loan             
     Trust 2014-1A2  10/15/21   1.550    10,042,450 
 11,160,000   Credit Acceptance Auto Loan             
     Trust 2014-1A2  04/15/22   2.290    11,197,419 
 11,454,053   Direct Capital Funding V LLC 2013-12  12/20/17   1.673    11,454,053 
 21,970,000   Direct Capital Funding V LLC 2013-22  08/20/18   1.730    22,049,817 
 24,170,313   Emerald Aviation Finance, Ltd. 2013-12  10/15/38   4.650    24,412,016 
 2,223,071   Enterprise Fleet Financing LLC 2011-32  05/20/17   1.620    2,226,514 
 4,225,950   Enterprise Fleet Financing LLC 2012-12  11/20/17   1.140    4,234,655 
 4,904,242   Enterprise Fleet Financing LLC 2012-22  04/20/18   0.720    4,906,709 
 1,654,003   Exeter Automobile Receivables             
     Trust 2012-1A2  08/15/16   2.020    1,656,595 
 4,192,434   Exeter Automobile Receivables             
     Trust 2012-2A2  06/15/17   1.300    4,200,450 
 10,750,939   Exeter Automobile Receivables             
     Trust 2013-1A2  10/16/17   1.290    10,769,355 

 

The accompanying notes are an integral part of these financial statements.

4
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)             
$18,096,851   Exeter Automobile Receivables             
     Trust 2013-2A2  11/15/17   1.490%  $18,167,447 
 20,394,950   FNA Trust 2013-1A2  01/10/18   1.980    20,356,200 
 4,470,000   Ford Credit Auto Owner Trust 2012-B  02/15/18   2.080    4,572,314 
 4,000,000   Ford Credit Auto Owner Trust 2013-C  01/15/20   2.500    4,085,784 
 30,250,000   Ford Credit Floorplan Master Owner             
     Trust 2010-32  02/15/17   4.200    31,142,042 
 15,784,387   FRS LLC 2013-1A2  04/15/43   1.800    15,702,261 
 17,450,000   GE Dealer Floorplan Master             
     Note Trust 2012-21  04/22/19   0.902    17,617,782 
 29,200,210   Global Container Assets Ltd. 2013-1A2  11/05/28   2.200    29,462,691 
 22,077,000   Global SC Finance II SRL 2012-1A2  07/19/27   4.110    22,232,113 
 9,450,000   Hertz Vehicle Financing LLC 2010-1A2  02/25/17   3.740    9,899,451 
 32,660,000   Hertz Vehicle Financing LLC 2011-1A2  03/25/18   3.290    34,341,696 
 8,350,000   HLSS Servicer Advance Receivables             
     Backed Notes 2012-T22  10/15/45   1.990    8,408,450 
 10,350,000   HLSS Servicer Advance Receivables             
     Backed Notes 2013-T12  01/16/46   1.495    10,341,720 
 17,090,000   HLSS Servicer Advance Receivables             
     Backed Notes 2013-T32  05/15/46   1.793    16,823,396 
 14,550,000   HLSS Servicer Advance Receivables             
     Backed Notes 2013-T42  08/15/44   1.183    14,557,275 
 16,430,000   HLSS Servicer Advance Receivables             
     Backed Notes 2013-T62  09/15/44   1.287    16,439,858 
 8,499,903   Honda Auto Receivables Owner             
     Trust 2012-1  01/15/16   0.770    8,517,379 
 15,620,000   Huntington Auto Trust 2011-1A2  11/15/16   1.310    15,745,132 
 17,750,000   Hyundai Auto Receivables Trust 2013-B  02/15/19   1.710    17,733,599 
 9,656,096   Leaf II Receivables Funding LLC 2012-12  10/15/16   1.250    9,659,958 
 8,510,000   Leaf II Receivables Funding LLC 2013-12  10/15/16   1.330    8,501,490 
 8,972,000   Leaf II Receivables Funding LLC 2013-12  09/15/21   1.980    8,984,561 
 4,470,000   M&T Bank Auto Receivables             
     Trust 2013-1A2  03/15/19   2.160    4,535,740 
 4,644,605   MMAF Equipment Finance LLC             
     2009-AA2  01/15/30   3.510    4,737,920 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20145
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)             
$14,790,000   MMAF Equipment Finance LLC             
     2012-AA2  10/10/18   1.350%  $14,863,018 
 2,704,467   Motor, Plc. 12A2  02/25/20   1.286    2,709,329 
 31,790,000   Motor, Plc. 2014-1A1,2  08/25/21   0.645    31,786,360 
 14,365,293   Nations Equipment Finance Funding I LLC             
     2013-1A2  11/20/16   1.697    14,365,293 
 3,140,000   Nationstar Agency Advance Funding Trust             
     2013-T2A2  02/18/48   1.892    3,057,732 
 35,000,000   Nationstar Mortgage Advance             
     Receivables Trust 2013-T3A2  06/20/48   2.438    34,244,000 
 8,223,558   Navitas Equipment Receivables LLC             
     2013-12  11/15/16   1.950    8,227,498 
 23,422,501   New Mexico State Educational             
     Assistance Foundation1  01/02/25   0.852    23,031,111 
 42,570,000   New Residential Advance Receivables             
     Trust Advance Receivables Backed             
     2014-T22  03/15/47   2.377    42,412,491 
 9,369,792   New York City Tax Lien 2013-A2  11/10/26   1.190    9,369,792 
 17,300,000   Nordstrom Private Label Credit Card             
     Master Note Trust 2011-1A2  11/15/19   2.280    17,716,134 
 28,770,000   OneMain Financial Issuance Trust             
     2014-1 2014-1A2  06/18/24   2.430    28,769,425 
 11,180,000   PFS Tax Lien Trust 2014-12  05/15/29   1.440    11,179,441 
 40,910   Santander Drive Auto Receivables             
     Trust 2010-1  11/17/14   1.840    40,934 
 11,750,000   Santander Drive Auto Receivables             
     Trust 2010-1  05/15/17   2.430    11,759,694 
 8,650,000   Santander Drive Auto Receivables             
     Trust 2012-3  12/15/16   1.940    8,725,160 
 12,340,000   Santander Drive Auto Receivables             
     Trust 2013-2  03/15/19   1.950    12,476,542 
 5,990,000   Santander Drive Auto Receivables             
     Trust 2013-4  01/15/20   3.250    6,236,105 
 9,771,496   SMART Trust 2011-1USA2  11/14/16   2.520    9,840,766 
 8,880,000   SMART Trust 2011-4USA1,2  08/14/17   1.503    8,903,843 

 

The accompanying notes are an integral part of these financial statements.

6
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)             
$13,690,000   SMART Trust 2012-1USA2  12/14/17   2.010%  $13,948,741 
 6,020,000   SMART Trust 2012-2USA2  10/14/16   1.590    6,060,145 
 3,050,000   SMART Trust 2012-4US  03/14/17   0.970    3,060,675 
 18,190,000   SMART Trust 2013-2US  01/14/17   0.830    18,230,018 
 3,630,000   SMART Trust 2013-2US  02/14/19   1.180    3,611,487 
 7,130,184   SNAAC Auto Receivables Trust 2013-1A2  07/16/18   1.140    7,139,232 
 15,780,000   SNAAC Auto Receivables Trust 2014-1A2  09/17/18   1.030    15,784,150 
 9,900,000   Spirit Master Funding VII LLC 2013-1A2  12/20/43   3.887    9,998,515 
 53,680,000   Springleaf Funding Trust 2013-AA2  09/15/21   2.580    54,007,502 
 19,640,000   Springleaf Funding Trust 2014-AA2  12/15/22   2.410    19,608,419 
 17,845,988   STORE Master Funding LLC 2013-1A2  03/20/43   4.160    17,989,666 
 12,728,482   STORE Master Funding LLC 2013-2A2  07/20/43   4.370    13,021,247 
 21,270,358   STORE Master Funding LLC 2013-3A2  11/20/43   4.240    21,541,332 
 27,847,083   TAL Advantage I LLC 2012-1A2  05/20/27   3.860    27,877,464 
 11,530,000   Trade MAPS 1, Ltd. 2013-1A1,2  12/10/18   1.400    11,601,486 
 20,507,417   Triton Container Finance LLC 2012-1A2  05/14/27   4.210    20,525,074 
 16,120,000   Turquoise Card Backed Securities, Plc.             
     2011-1A1,2  09/15/16   0.902    16,139,666 
 33,330,000   Turquoise Card Backed Securities, Plc.             
     2012-1A1,2  06/17/19   0.952    33,775,955 
 10,440,000   Utah State Board of Regents 2011-11  05/01/29   1.088    10,491,782 
 18,350,000   Volkswagen Credit Auto Master Trust             
     2011-1A1,2  09/20/16   0.832    18,390,297 
 2,588,939   Westlake Automobile Receivables             
     Trust 2012-1A2  03/15/16   1.030    2,590,961 
 15,270,000   Westlake Automobile Receivables             
     Trust 2013-1A2  01/15/18   1.120    15,323,338 
 2,989,309   Wheels SPV LLC 2012-12  03/20/21   1.190    2,994,869 
     Total Asset Backed Securities             
     (Identified cost $1,497,789,832)           1,509,104,420 
     LOAN PARTICIPATIONS AND ASSIGNMENTS (0.1%)       
 5,000,000   Dell International LLC Term C1  10/29/18   3.750    4,979,400 
     Total Loan Participations and Assignments             
     (Identified cost $5,000,000)           4,979,400 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20147
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     COMMERCIAL MORTGAGE BACKED             
     SECURITIES (7.0%)             
$15,540,000   Aventura Mall Trust 2013-AVM1,2  12/05/32   3.743%  $15,777,498 
 31,807,000   BB-UBS Trust 2012-TFT1,2  06/05/30   3.468    31,189,976 
 14,860,000   Boca Hotel Portfolio Trust 2013-BOCA1,2  08/15/26   1.902    14,894,252 
 7,510,000   Citigroup Commercial Mortgage             
     Trust 2013-SMP2  01/12/30   2.435    7,587,759 
 2,085,000   Citigroup Commercial Mortgage             
     Trust 2013-SMP2  01/12/30   2.738    2,107,430 
 25,839,497   Commercial Mortgage Pass Through             
     Certificates 2013-GAM2  02/10/28   1.705    25,334,903 
 9,690,000   Commercial Mortgage Pass Through             
     Certificates 2013-GAM1,2  02/10/28   3.417    9,318,408 
 12,919,560   Commercial Mortgage Pass Through             
     Certificates 2013-SFS2  04/12/35   1.873    12,544,854 
 22,660,000   Commercial Mortgage Pass Through             
     Certificates 2014-TWC1,2  02/13/32   1.003    22,682,524 
 17,740,000   GTP Acquisition Partners I LLC2  05/15/43   2.364    17,371,522 
 26,870,855   GTP Cellular Sites LLC2  03/15/42   3.721    28,183,040 
 9,840,000   Hilton USA Trust 2013-HLF1,2  11/05/30   1.653    9,852,418 
 15,070,000   Hilton USA Trust 2013-HLF1,2  11/05/30   2.053    15,093,750 
 5,780,000   JP Morgan Chase Commercial Mortgage             
     Securities Corp. 2011-PLSD2  11/13/44   3.364    6,046,007 
 14,860,000   SBA Tower Trust2  12/15/42   2.933    15,083,138 
 40,700,000   SBA Tower Trust2  04/15/43   2.240    40,044,120 
 15,700,000   Unison Ground Lease Funding LLC2  04/15/40   5.349    16,961,181 
 14,500,000   Wells Fargo Commercial Mortgage             
     Trust 2014-TISH1,2  02/15/27   2.003    14,518,140 
     Total Commercial Mortgage             
     Backed Securities             
     (Identified cost $305,149,034)           304,590,920 

 

The accompanying notes are an integral part of these financial statements.

8
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
   CORPORATE BONDS (25.4%)         
   AIRLINES (0.2%)         
$7,260,000   British Airways, Plc.2  12/20/21   5.625%  $7,750,050 
                   
     BANKS (4.9%)             
 16,090,000   ANZ New Zealand Int’l, Ltd.2  03/24/16   1.125    16,156,661 
 7,229,000   Australia & New Zealand             
        Banking Group, Ltd.  10/06/17   1.875    7,332,671 
 21,000,000   Bank of America Corp.  01/15/15   5.000    21,630,000 
 11,125,000   Bank of Montreal  07/15/16   1.300    11,236,428 
 9,000,000   Bank of Nova Scotia  07/15/16   1.375    9,114,633 
 17,800,000   Canadian Imperial Bank of Commerce  07/18/16   1.350    18,041,350 
 5,511,000   Citigroup, Inc.  05/19/15   4.750    5,744,782 
 3,200,971   FNBC 1993-A Pass Through Trust  01/05/18   8.080    3,604,665 
 7,320,000   Goldman Sachs Group, Inc.  05/01/14   6.000    7,320,000 
 5,000,000   Goldman Sachs Group, Inc.1  07/22/15   0.628    5,000,520 
 14,345,000   Goldman Sachs Group, Inc.  01/22/18   2.375    14,510,355 
 9,480,000   ING Bank NV2  09/25/15   2.000    9,635,690 
 13,465,000   JPMorgan Chase & Co.  07/05/16   3.150    14,078,452 
 20,765,000   Morgan Stanley  04/28/15   6.000    21,847,272 
 15,405,000   National Australia Bank, Ltd.  07/25/16   1.300    15,551,024 
 12,955,000   Royal Bank of Scotland, Plc.  03/16/16   4.375    13,783,071 
 19,980,000   Svenska Handelsbanken AB  04/04/17   2.875    20,915,723 
                 215,503,297 
                   
     COMMERCIAL SERVICES (1.2%)             
 6,300,000   Alliance Data Systems Corp.2  12/01/17   5.250    6,646,500 
 5,000,000   Alliance Data Systems Corp.2  04/01/20   6.375    5,325,000 
 21,268,000   Experian Finance, Plc.2  06/15/17   2.375    21,588,679 
 8,755,000   Western Union Co.1  08/21/15   1.234    8,803,573 
 6,155,000   Western Union Co.  12/10/17   2.875    6,312,149 
 3,250,000   Western Union Co.  08/22/18   3.650    3,363,601 
                 52,039,502 
                   
     COMPUTERS (0.1%)             
 5,038,000   Dell, Inc.  04/01/16   3.100    5,138,760 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20149
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     CORPORATE BONDS (continued)             
     COSMETICS / PERSONAL CARE (0.7%)             
$8,175,000   Avon Products, Inc.  03/15/16   2.375%  $8,302,971 
 19,745,000   Avon Products, Inc.  03/15/20   4.600    20,170,564 
                 28,473,535 
                   
     DIVERSIFIED FINANCIAL SERVICES (4.5%)             
 3,319,813   5400 Westheimer Court Depositor Corp.2  04/11/16   7.500    3,500,086 
 15,705,543   AA Aircraft Financing 2013-1 LLC2  11/01/19   3.596    16,019,654 
 10,247,387   Ahold Lease Series 2001-A-1 Pass             
     Through Trust  01/02/20   7.820    11,477,074 
 18,603,871   Blue Wing Asset Vehicle2  01/11/23   4.500    18,970,974 
 20,000,000   CIC Central America Card             
     Receivables, Ltd.3  11/05/20   4.500    20,146,532 
 10,500,000   CIC Receivables Master Trust3  10/07/21   4.890    10,520,650 
 702,860   Citigroup Capital XIII1,4  10/30/40   7.875    19,159,964 
 28,730,000   Denali Borrower LLC2  10/15/20   5.625    29,520,075 
 17,960,000   Doric Nimrod Air Alpha 2013-1 Pass             
     Through Trust2  05/30/25   5.250    18,813,100 
 3,181,843   Doric Nimrod Air Finance Alpha, Ltd.             
     2012-1 (Class A) Pass Through Trust2  11/30/24   5.125    3,311,328 
 17,620,000   General Motors Financial Co., Inc.  05/15/16   2.750    17,884,300 
 6,685,035   LS Power Funding Corp.  12/30/16   8.080    7,202,322 
 16,349,000   Murray Street Investment Trust I  03/09/17   4.647    17,703,564 
                 194,229,623 
     ELECTRIC (0.7%)             
 25,715,000   Korea East-West Power Co., Ltd.2  11/27/18   2.625    25,741,538 
 5,580,000   TransAlta Corp.  05/15/18   6.650    6,353,912 
                 32,095,450 
     ENGINEERING & CONSTRUCTION (0.3%)             
 11,674,800   Odebrecht Offshore Drilling             
     Finance, Ltd.2  10/01/22   6.750    12,214,760 
                   
     FOOD (0.4%)             
 16,805,000   HJ Heinz Co.2  10/15/20   4.250    16,561,328 

 

The accompanying notes are an integral part of these financial statements.

10
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     CORPORATE BONDS (continued)             
     HEALTHCARE-PRODUCTS(0.9%)             
$9,445,000   Hospira, Inc.  03/30/17   6.050%  $10,432,824 
 28,495,000   Mallinckrodt International Finance S.A.  04/15/18   3.500    28,281,288 
                 38,714,112 
     HEALTHCARE-SERVICES(0.5%)             
 21,145,000   HCA, Inc.  03/15/19   3.750    21,303,587 
                   
     INSURANCE (1.7%)             
 25,097,000   ACE INA Holdings, Inc.  06/15/14   5.875    25,255,990 
 4,130,000   Everest Reinsurance Holdings, Inc.  10/15/14   5.400    4,211,588 
 11,050,000   Vitality Re IV, Ltd.1,2  01/09/17   2.750    11,327,355 
 33,100,000   Vitality Re V, Ltd.1,2  01/07/20   1.750    33,096,690 
                 73,891,623 
     INTERNET (0.9%)             
 34,875,000   Expedia, Inc.  08/15/20   5.950    38,675,015 
                   
     MEDIA (0.6%)             
 11,490,000   Gannett Co., Inc.2  10/15/19   5.125    11,963,962 
 14,253,000   NBCUniversal Media LLC  04/30/15   3.650    14,711,548 
                 26,675,510 
     OFFICE / BUSINESS EQUIPMENT (0.5%)             
 20,835,000   Xerox Corp.  05/15/14   8.250    20,880,170 
                   
     OIL & GAS (2.5%)             
 7,120,000   Korea National Oil Corp.2  04/03/17   3.125    7,386,687 
 16,935,000   Korea National Oil Corp.2  01/23/19   2.750    17,046,229 
 24,709,500   Odebrecht Drilling Norbe VIII/IX, Ltd.2  06/30/21   6.350    25,975,862 
 18,280,000   Petrobras Global Finance BV  05/20/16   2.000    18,255,103 
 21,825,000   Petrobras Global Finance BV1  01/15/19   2.366    21,683,137 
 13,000,000   Petroleos Mexicanos  03/15/15   4.875    13,422,500 
 5,000,000   Plains Exploration & Production Co.  04/01/20   7.625    5,493,750 
                 109,263,268 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201411
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
   CORPORATE BONDS (continued)         
   PIPELINES (0.4%)         
$18,283,000   Williams Partners LP  02/15/15   3.800%  $18,725,028 
                   
     REAL ESTATE (1.2%)             
 32,965,000   Deutsche Annington Finance BV2  10/02/17   3.200    33,949,829 
 18,035,000   Prologis International Funding II SA2  02/15/20   4.875    19,180,944 
                 53,130,773 
                   
     REAL ESTATE INVESTMENT TRUSTS (3.2%)             
 32,277,000   American Tower Corp.  04/01/15   4.625    33,415,926 
 42,310,000   ARC Properties Operating Partnership             
     LP/Clark Acquisition LLC2  02/06/17   2.000    42,361,957 
 19,775,000   Digital Realty Trust LP  07/15/15   4.500    20,439,539 
 250,000   HCP, Inc.  01/30/18   6.700    291,785 
 17,375,000   ProLogis LP  08/15/17   4.500    18,818,810 
 22,000,000   Senior Housing Properties Trust  05/01/19   3.250    22,163,570 
                 137,491,587 
     Total Corporate Bonds             
     (Identified cost $1,084,218,412)           1,102,756,978 
                   
     MUNICIPAL BONDS (2.8%)             
 4,250,000   California Pollution Control Financing             
     Authority1  11/01/38   0.850    4,250,000 
 4,250,000   Granite City, Illinois1  05/01/27   0.850    4,250,000 
 4,250,000   King George County Economic             
     Development Authority1  06/01/23   0.850    4,250,000 
 1,470,000   Minnesota State Tobacco             
     Securitization Authority  03/01/15   3.093    1,498,047 
 20,940,000   New Jersey State Economic             
     Development Authority5  02/15/17   2.630    19,898,444 
 28,005,000   New Jersey State Economic             
     Development Authority5,6  02/15/18   3.431    25,605,812 
 7,765,000   New Jersey State Turnpike Authority  01/01/16   4.252    8,022,643 
 17,300,000   Pennsylvania State Economic             
     Development Financing Authority1  07/01/41   2.625    17,326,642 

 

The accompanying notes are an integral part of these financial statements.

12
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
$27,090,000   State of Illinois  03/01/16   4.961%  $28,910,448 
 7,110,000   State of Illinois  03/01/18   5.200    7,766,040 
     Total Municipal Bonds             
     (Identified cost $119,240,354)           121,778,076 
                   
     U.S. GOVERNMENT AGENCY             
     OBLIGATIONS (6.0%)             
 75,000,000   Fannie Mae Discount Notes5  06/25/14   0.050    74,994,271 
 35,000,000   Federal Home Loan Bank             
     Discount Notes5  05/21/14   0.070    34,998,639 
 50,000,000   Federal Home Loan Bank             
     Discount Notes5  05/30/14   0.050    49,997,986 
 25,000,000   Federal Home Loan Bank             
     Discount Notes5  07/16/14   0.065    24,997,900 
 256,341   Federal Home Loan Mortgage Corp.             
     (FHLMC) Non Gold Guaranteed1  04/01/36   2.410    274,772 
 128,062   Federal Home Loan Mortgage Corp.             
     (FHLMC) Non Gold Guaranteed1  12/01/36   2.115    135,178 
 87,753   Federal Home Loan Mortgage Corp.             
     (FHLMC) Non Gold Guaranteed1  01/01/37   2.370    94,011 
 220,386   Federal Home Loan Mortgage Corp.             
     (FHLMC) Non Gold Guaranteed1  02/01/37   2.454    237,489 
 21,359,647   Federal National Mortgage             
     Association (FNMA)  07/01/35   5.000    23,516,658 
 1,503,722   Federal National Mortgage             
     Association (FNMA)  11/01/35   5.500    1,672,817 
 132,064   Federal National Mortgage             
     Association (FNMA)1  07/01/36   2.736    140,835 
 247,582   Federal National Mortgage             
     Association (FNMA)1  09/01/36   2.406    264,974 
 195,907   Federal National Mortgage             
     Association (FNMA)1  01/01/37   2.513    208,353 
 1,314,615   Federal National Mortgage             
     Association (FNMA)  08/01/37   5.500    1,461,738 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201413
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     U.S. GOVERNMENT AGENCY             
     OBLIGATIONS (continued)             
$14,185,055   Federal National Mortgage             
     Association (FNMA)  08/01/37   5.500%  $15,787,105 
 6,708,179   Federal National Mortgage             
     Association (FNMA)  06/01/40   6.500    7,545,138 
 25,000,000   Freddie Mac Discount Notes5  06/04/14   0.050    24,998,819 
 26,057   Government National Mortgage             
     Association (GNMA)1  08/20/29   1.625    27,047 
     Total U.S. Government Agency Obligations             
     (Identified cost $260,484,524)           261,353,730 
                   
     U.S. INFLATION LINKED DEBT (7.1%)             
 299,426,086   U.S. Treasury Inflation Indexed Note  04/15/17   0.125    308,806,506 
     Total U.S. Inflation Linked Debt             
     (Identified cost $315,422,658)           308,806,506 
                   
     CERTIFICATES OF DEPOSIT (9.0%)             
 74,000,000   Bank of Nova Scotia  06/17/14   0.150    74,000,000 
 23,000,000   Bank of Tokyo-Mitsubishi UFJ, Ltd.  05/08/14   0.190    23,000,000 
 62,850,000   Bank of Tokyo-Mitsubishi UFJ, Ltd.  06/17/14   0.190    62,850,000 
 108,150,000   Credit Suisse  06/24/14   0.170    108,150,000 
 64,000,000   Standard Chartered Bank  05/15/14   0.180    64,000,000 
 40,750,000   Svenska Handelsbanken  05/12/14   0.155    40,750,062 
 20,000,000   Svenska Handelsbanken  05/21/14   0.160    20,000,000 
     Total Certificates of Deposit             
     (Identified cost $392,750,062)           392,750,062 
                   
     COMMERCIAL PAPER (1.7%)             
 50,000,000   ING US Funding LLC5  05/19/14   0.200    49,995,000 
 25,000,000   ING US Funding LLC5  06/04/14   0.180    24,995,750 
     Total Commercial Paper             
     (Identified cost $74,990,750)           74,990,750 
                   
     TIME DEPOSITS (3.2%)             
 140,000,000   Wells Fargo Bank NA  05/01/14   0.110    140,000,000 
     Total Time Deposits             
     (Identified cost $140,000,000)           140,000,000 

 

The accompanying notes are an integral part of these financial statements.

14
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     U.S. TREASURY BILLS (3.9%)             
$95,500,000   U.S. Treasury Bill5,6,7  05/08/14   0.034%  $95,499,360 
 75,000,000   U.S. Treasury Bill5,6  05/29/14   0.042    74,997,546 
     Total U.S. Treasury Bills             
     (Identified cost $170,496,906)           170,496,906 
TOTAL INVESTMENTS (Identified cost $4,365,542,532)8      100.9%  $4,391,607,748 
LIABILITIES IN EXCESS OF OTHER ASSETS      (0.9)   (41,079,109)
NET ASSETS      100.0%  $4,350,528,639 
 
1Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the April 30, 2014 coupon or interest rate.
2Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. Total market value of Rule 144A securities owned at April 30, 2014 was $1,997,950,471 or 45.9% of net assets. Unless otherwise noted, these securities are not considered illiquid.
3Illiquid security.
4Trust preferred security.
5Coupon represents a yield to maturity.
6Coupon represents a weighted average yield.
7All or a portion of this security is held at the broker as collateral for open futures contracts.
8The aggregate cost for federal income tax purposes is $4,365,542,532, the aggregate gross unrealized appreciation is $37,894,124 and the aggregate gross unrealized depreciation is $11,828,908, resulting in net unrealized appreciation of $26,065,216.

Abbreviations:

FHLMC – Federal Home Loan Mortgage Corporation.

FNMA – Federal National Mortgage Association.

GNMA – Government National Mortgage Association.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201415
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

FAIR VALUE MEASUREMENTS

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and 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, for example, the risk inherent in a particular valuation technique used to measure fair value, including the model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three levels defined by the fair value hierarchy are as follows:

Level 1 – unadjusted quoted prices in active markets for identical investments.
Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.

The accompanying notes are an integral part of these financial statements.

16
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations and over-the-counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.

Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201417
 

BBH LIMITED DURATION FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.

Investments, at value  Unadjusted
Quoted Prices in
Active Markets
for Identical
Investments
(Level 1)*
  Significant
Other
Observable
Inputs
(Level 2)*
  Significant
Unobservable
Inputs
(Level 3)*
  Balance as of
April 30, 2014
Asset Backed Securities  $—     $1,509,104,420   $—     $1,509,104,420 
Loan Participations and                    
Assignments   —      4,979,400    —      4,979,400 
Commercial Mortgage                    
Backed Securities   —      304,590,920    —      304,590,920 
Corporate Bonds   19,159,964    1,083,597,014    —      1,102,756,978 
Municipal Bonds   —      121,778,076    —      121,778,076 
U.S. Government Agency                    
Obligations   —      261,353,730    —      261,353,730 
U.S. Inflation Linked Debt   —      308,806,506    —      308,806,506 
Certificates of Deposit   —      392,750,062    —      392,750,062 
Commercial Paper   —      74,990,750    —      74,990,750 
Time Deposits   —      140,000,000    —      140,000,000 
U.S. Treasury Bills   —      170,496,906    —      170,496,906 
Total Investments, at value  $19,159,964   $4,372,447,784   $—     $4,391,607,748 
Other Financial Instruments, at value                    
Financial Futures Contracts  $1,153,373   $—     $—     $1,153,373 
Other Financial Instruments,                    
at value  $1,153,373   $—     $—     $1,153,373 

 

 

*The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014, based on the valuation input levels on October 31, 2013.

The accompanying notes are an integral part of these financial statements.

18
 

BBH LIMITED DURATION FUND
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2014 (unaudited)

 

ASSETS:     
Investments in securities, at value (Identified cost $4,365,542,532)  $4,391,607,748 
Cash   16,241,897 
Receivables for:     
Interest   11,416,063 
Shares sold   8,060,870 
Investments sold   15,320 
Prepaid assets   7,906 
Total Assets   4,427,349,804 
LIABILITIES:     
Payables for:     
Investments purchased   71,487,745 
Futures variation margin on open contracts   2,766,782 
Shares redeemed   1,115,000 
Investment advisory and administrative fees   931,878 
Shareholder servicing fees   391,956 
Custody and fund accounting fees   37,099 
Professional fees   19,288 
Board of Trustees’ fees   7,571 
Transfer agent fees   2,501 
Distributor fees   2,283 
Accrued expenses and other liabilities   59,062 
Total Liabilities   76,821,165 
      
NET ASSETS  $4,350,528,639 
Net Assets Consist of:     
Paid-in capital  $4,316,292,555 
Undistributed net investment income   11,053 
Accumulated net realized gain on investments in securities     
and futures contracts   7,006,442 
Net unrealized appreciation/(depreciation) on investments in     
securities and futures contracts   27,218,589 
Net Assets  $4,350,528,639 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($2,356,523,738 ÷ 227,457,302 shares outstanding)  $10.36 
CLASS I SHARES     
($1,994,004,901 ÷ 192,514,465 shares outstanding)  $10.36 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201419
 

BBH LIMITED DURATION FUND
STATEMENT OF OPERATIONS
For the six months ended April 30, 2014 (unaudited)

 

NET INVESTMENT INCOME:     
Income:     
Dividends  $352,269 
Interest and other income (net of foreign withholding taxes of $58,154)   35,905,486 
Total Income   36,257,755 
Expenses:     
Investment advisory and administrative fees   5,150,396 
Shareholder servicing fees   2,310,264 
Custody and fund accounting fees   144,448 
Board of Trustees’ fees   48,388 
Professional fees   34,651 
Distributor fees   25,150 
Transfer agent fees   11,899 
Miscellaneous expenses   111,333 
Total Expenses   7,836,529 
Expense offset arrangement   (1,474)
Net Expenses   7,835,055 
Net Investment Income   28,422,700 
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   6,209,725 
Net realized loss on futures contracts   (19,681,205)
Net realized loss on investments in securities and futures contracts   (13,471,480)
Net change in unrealized appreciation/(depreciation) on     
investments in securities   8,865,962 
Net change in unrealized appreciation/(depreciation) on     
futures contracts   21,636,297 
Net change in unrealized appreciation/(depreciation) on investments     
in securities and futures contracts   30,502,259 
Net Realized and Unrealized Gain   17,030,779 
Net Increase in Net Assets Resulting from Operations  $45,453,479 

 

The accompanying notes are an integral part of these financial statements.

20
 

BBH LIMITED DURATION FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

    For the six
months ended
April 30, 2014
(unaudited)
    For the
year ended
October 31, 2013
 
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $28,422,700   $52,441,611 
Net realized gain (loss) on investments in securities          
and futures contracts   (13,471,480)   32,496,632 
Net change in unrealized appreciation/(depreciation)          
on investments in securities and futures          
contracts   30,502,259    (55,176,704)
Net increase in net assets resulting          
from operations   45,453,479    29,761,539 
Dividends and distributions declared:          
From net investment income:          
Class N   (15,907,235)   (28,079,044)
Class I   (13,025,849)   (24,177,010)
From net realized gains:          
Class N   (7,552,495)   (4,814,319)
Class I   (4,638,860)   (3,217,373)
Total dividends and distributions declared   (41,124,439)   (60,287,746)
Share transactions:          
Proceeds from sales of shares   1,688,592,114    2,962,279,559 
Net asset value of shares issued to shareholders          
for reinvestment of dividends and distributions   40,713,182    59,349,601 
Cost of shares redeemed   (1,000,889,241)   (2,313,993,533)
Net increase in net assets resulting from          
share transactions   728,416,055    707,635,627 
Total increase in net assets   732,745,095    677,109,420 
NET ASSETS:          
Beginning of period   3,617,783,544    2,940,674,124 
End of period (including undistributed net investment          
income of $11,053 and $521,437, respectively)  $4,350,528,639   $3,617,783,544 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201421
 

BBH LIMITED DURATION FUND
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class N share outstanding throughout each period.

 

   For the six
months ended
April 30, 2014
(unaudited)
 



For the years ended October 31,
     2013  2012  2011  2010  2009
Net asset value, beginning                  
of period  $10.35   $10.44   $10.34   $10.46   $10.24   $9.31 
Income from investment operations:                              
Net investment income1   0.07    0.15    0.18    0.17    0.25    0.30 
Net realized and unrealized                              
gain (loss)   0.04    (0.06)   0.14    (0.12)   0.21    0.96 
Total income from investment                              
operations   0.11    0.09    0.32    0.05    0.46    1.26 
Less dividends and distributions:                              
From net investment income   (0.07)   (0.15)   (0.18)   (0.17)   (0.24)   (0.33)
From net realized gains   (0.03)   (0.03)   (0.04)   —      —      —   
Total dividends and                              
distributions   (0.10)   (0.18)   (0.22)   (0.17)   (0.24)   (0.33)
Short-term redemption fees   —      —      —      0.002    0.002    —   
Net asset value, end of period  $10.36   $10.35   $10.44   $10.34   $10.46   $10.24 
Total return   1.11%   0.82%   3.13%   0.52%   4.58%   13.63%
                               
Ratios/Supplemental data:                              
Net assets, end of period                              
(in millions)  $2,357   $2,170   $1,776   $1,336   $1,287   $870 
Ratio of expenses to average net                              
assets before reductions   0.48%3   0.49%   0.50%   0.49%   0.49%   0.52%
Expense offset arrangement   0.00%3,4   0.00%4   0.00%4   0.00%4   0.00%4   0.00%4
Ratio of expenses to average net                              
assets after reductions   0.48%3   0.49%   0.50%   0.49%   0.49%   0.52%
Ratio of net investment income to                              
average net assets   1.36%3   1.44%   1.75%   1.66%   2.38%   2.96%
Portfolio turnover rate   16%   48%   38%   28%   40%   125%

 

1Calculated using average shares outstanding for the period.
2Less than $0.01
3Annualized
4Less than 0.01%

The accompanying notes are an integral part of these financial statements.

22
 

BBH LIMITED DURATION FUND
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for a Class I share outstanding throughout each period.

 

   For the six
months ended
April 30, 2014
(unaudited)
 



For the years ended October 31,
     2013  2012  2011  2010  2009
Net asset value, beginning                  
of period  $10.35   $10.44   $10.34   $10.46   $10.23   $9.31 
Income from investment operations:                              
Net investment income1   0.08    0.17    0.20    0.19    0.26    0.31 
Net realized and unrealized                              
gain (loss)   0.04    (0.06)   0.14    (0.12)   0.23    0.95 
Total income from investment                              
operations   0.12    0.11    0.34    0.07    0.49    1.26 
Less dividends and distributions:                              
From net investment income   (0.08)   (0.17)   (0.20)   (0.19)   (0.26)   (0.34)
From net realized gains   (0.03)   (0.03)   (0.04)   —      —      —   
Total dividends and                              
distributions   (0.11)   (0.20)   (0.24)   (0.19)   (0.26)   (0.34)
Short-term redemption fees   —      —      —      0.002    0.002    —   
Net asset value, end of period  $10.36   $10.35   $10.44   $10.34   $10.46   $10.23 
Total return   1.21%   1.01%   3.31%   0.67%   4.83%   13.67%
                               
Ratios/Supplemental data:                              
Net assets, end of period                              
(in millions)  $1,994   $1,448   $1,165   $825   $926   $455 
Ratio of expenses to average net                              
assets before reductions   0.28%3   0.29%   0.31%   0.33%   0.34%   0.37%
Expense offset arrangement   0.00%3,4   0.00%4   0.00%4   0.00%4   0.00%4   0.00%4
Ratio of expenses to average net                              
assets after reductions   0.28%3   0.29%   0.31%   0.33%   0.34%   0.37%
Ratio of net investment income to                              
average net assets   1.58%3   1.63%   1.93%   1.82%   2.52%   3.11%
Portfolio turnover rate   16%   48%   38%   28%   40%   125%

 

1Calculated using average shares outstanding for the period.
2Less than $0.01
3Annualized
4Less than 0.01%

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201423
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS
April 30, 2014 (unaudited)

 

1.Organization. The Fund is a separate, diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on December 22, 2000. On August 6, 2002, the Board of Trustees (“Board”) of the Trust reclassified the Fund’s outstanding shares as “Class N,” and established a new class of shares designated as “Class I”. Class I commenced operations on December 3, 2002. Class N and Class I shares have different operating expenses. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of April 30, 2014, there were six series of the Trust.
2.Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund:
A.Valuation of Investments. Bonds and other fixed income securities, including restricted securities (other than short-term obligations but including listed issues) are valued at their most recent bid prices (sales price if the principal market is an exchange) in the principal market in which such securities are normally traded, on the basis of valuations furnished by a pricing service, use of which has been approved by the Board. In making such valuations, the pricing service utilizes both dealer supplied valuations and electronic data processing techniques, which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance upon quoted prices, or exchange or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. Future contacts held by the Fund are value daily at the official settlement price of the exchange on which it is traded.

Securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. Short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board.

B.Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Interest income is accrued daily and consists of interest accrued, discount earned (including, if any, both original issue and market discount) and premium amortization on the investments of the Fund. Interest income is accrued daily. Investment income is recorded net of any
24
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

foreign taxes withheld where recovery of such tax is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

C.Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
D.Financial Futures Contracts. The Fund may enter into open futures contracts in order to hedge against anticipated future changes in interest rates which otherwise might either adversely affect the value of securities held for the Fund or adversely affect the prices of securities that are intended to be purchased at a later date for the Fund. The contractual amount of the futures contracts represents the investment the Fund has in a particular contract and does not necessarily represent the amounts potentially subject to risk of loss. Trading in futures contracts involves, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The measurement of risk associated with futures contracts is meaningful only when all related and offsetting transactions are considered. Gains and losses are realized upon the expiration or closing of the futures contracts. The following futures contracts were open at April 30, 2014:
Description  Number of
Contracts
  Expiration
Date
  Market
Value
  Notional
Amount
  Unrealized
Gain / (Loss)
Contracts to Sell:                       
U.S. Treasury 2-Year Notes   1,920   June 2014  $422,160,000   $422,070,010   $(89,990)
U.S. Treasury 5-Year Notes   6,150   June 2014   734,636,719    736,078,125    1,441,406 
U.S. Treasury 10-Year Notes   1,690   June 2014   210,272,969    210,074,926    (198,043)
                     $1,153,373 

 

Risks related to the use of futures contracts include possible illiquidity of the futures markets, contract prices that can be highly volatile and imperfectly correlated to movements in hedged security values and/or interest rates, and potential losses in excess of the Fund’s initial investment.

For the six months ended April 30, 2014, the average monthly number of open futures contracts was 10,291. The range of monthly notional values was $1,368,223,061 to $1,630,858,004.

FINANCIAL STATEMENT APRIL 30, 201425
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

Fair Values of Derivative Instruments as of April 30, 2014

Derivatives not accounted for as hedging instruments under authoritative guidance for derivatives instruments and hedging activities:

    Asset Derivatives   Liability Derivatives
Risk   Statement of
Assets and
Liabilities Location
  Fair Value   Statement of
Assets and
Liabilities Location
  Fair Value
Interest Rate Risk   Unrealized   $1,441,406*   Unrealized   $288,033*
    Appreciation on       Depreciation on    
    Open Futures       Open Futures    
    Contracts       Contracts    
Total       $1,441,406        $288,033 

 

*Includes cumulative appreciation/depreciation of futures contracts as reported in the Statement of Assets and Liabilities and Notes to Financial Statements. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

Effect of Derivative Instruments on the Statement of Operations

    Interest Rate Risk 
Net Realized Gain/(Loss) on Derivatives     
Futures Contracts  $(19,681,205)
      
Net Change in Unrealized Appreciation/(Depreciation) on Derivatives     
Futures Contracts  $21,636,297 

 

E.Rule 144A Securities. The Fund may purchase securities that are not registered under the Securities Act of 1933, as amended (“1933 Act”) but that can be sold to “qualified institutional buyers” in accordance with the requirements stated in Rule 144A under the 1933 Act (“Rule 144A Securities”). A Rule 144A Security may be considered illiquid and therefore subject to the 15% limitation on the purchase of illiquid securities, unless it is determined on an ongoing basis that an adequate trading market exists for the security, which is the case for the Fund. Guidelines have been adopted and the daily function of determining and monitoring liquidity of Rule 144A Securities has been delegated to the investment adviser. All relevant factors will be considered in determining the liquidity of Rule 144A Securities and all investments in Rule 144A Securities will be carefully monitored. Information regarding Rule 144A securities is included at the end of the portfolio of investments.
26
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

F.Loan Participations and Assignments. The Fund may invest in loan participations and assignments, which include institutionally traded floating and fixed-rate debt securities generally acquired as an assignment from another holder of, or participation interest in, loans originated by a bank or financial institution (the “Lender”) that acts as agent for all holders. Some loan participations and assignments may be purchased on a “when-issued” basis. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the loan agreement and only upon receipt by the Lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. Assignments and participations involve credit, interest rate, and liquidity risk. Interest rates on floating rate securities adjust with interest rate changes and/or issuer credit quality, and unexpected changes in such rates could result in losses to the Fund. The interest rates paid on a floating rate security in which the Fund invests generally are readjusted periodically to an increment over a designated benchmark rate, such as the one-month, three-month, six-month, or one-year London Interbank Offered Rate (“LIBOR”). LIBOR is a short-term interest rate that banks charge one another and is generally representative of the most competitive and current cash rates.

The Fund may have difficulty trading assignments and participations to third parties. There may be restrictions on transfer and only limited opportunities may exist to sell such securities in secondary markets. As a result, the Fund may be unable to sell assignments or participations at the desired time or may be able to sell only at a price less than fair market value. The Fund utilizes an independent third party to value individual bank loans on a daily basis.

G.Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV.
FINANCIAL STATEMENT APRIL 30, 201427
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the six months ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

H.Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders, if any, are paid monthly and are recorded on the ex-dividend date. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $23,459,730 and $17,664,709 to Class N shares and Class I shareholders, respectively, during the six months ended April 30, 2014.

The tax character of distributions paid during the fiscal years ended October 31, 2013 and 2012, respectively, were as follows:

  Distributions paid from:
      Ordinary
income
    Net
long-term
capital gain
    Total
taxable
distributions
    Tax return
of capital
    Total
distributions
paid
 
  2013:  $58,884,439   $1,403,307   $60,287,746       $60,287,746 
  2012:   46,717,107    8,669,809    55,386,916        55,386,916 

 

As of October 31, 2013 and 2012, respectively, the components of accumulated earnings/(deficit) on a tax basis were as follows:

  Components of accumulated earnings/(deficit):
       Undistributed ordinary
income
    Undistributed long-term
capital gain
    Accumulated
earnings
    Accumulated
capital and
other losses
    Other
book/tax
temporary differences
    Unrealized
appreciation/
(depreciation)
    Total
accumulated
earnings/
(deficit)
 
  2013:   $5,511,491   $7,196,390           $20,482,833   $(3,283,670)  $29,907,044 
  2012:    7,491,232    1,391,177            (93,554)   51,644,396    60,433,251 

 

The Fund did not have a net capital loss carryforward as of October 31, 2013.

28
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

Under the Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and will retain their character as either short-term or long-term capital losses rather than being considered all short term capital losses.

Total distributions paid may differ from amounts reported in the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

I.Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates.
J.“Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Management has determined that there is no impact to the financial statements.

3.Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements.
FINANCIAL STATEMENT APRIL 30, 201429
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

4.Fees and Other Transactions with Affiliates.
A.Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund’s investment advisory fee is calculated daily and paid monthly at an annual rate equivalent to at 0.30% per annum on the first $1,000,000,000 of net assets and 0.25% per annum on all net assets over $1,000,000,000. For the six months ended April 30, 2014, the Fund incurred $5,150,396 for services under the Agreement.
B.Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.20% of Class N shares’ average daily net assets. For the six months ended April 30, 2014, Class N shares of the Fund incurred $2,310,264 in shareholder servicing fees.
C.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the Fund’s net asset value. For the six months ended April 30, 2014, the Fund incurred $144,448 in custody and fund accounting fees. These fees for the Fund were reduced by $1,474 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2014, was $1,468.
D.Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the six months ended April 30, 2014, the Fund incurred $48,388 in non-interested Trustee compensation and reimbursements.
5.Investment Transactions. For the six months ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $720,481,089 and $520,307,796, respectively.
30
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

6.Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N shares and Class I shares of beneficial interest, at no par value. Transactions in Class N and Class I shares were as follows:
   For the six months ended
April 30, 2014 (unaudited)
  For the year ended
October 31, 2013
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   69,636,866   $721,108,025    147,396,362   $1,531,651,257 
Shares issued in connection                    
with reinvestments of                    
dividends   2,250,003    23,275,825    3,130,065    32,490,008 
Shares redeemed   (54,060,400)   (559,821,945)   (110,929,603)   (1,152,579,545)
Net increase   17,826,469   $184,561,905    39,596,824   $411,561,720 
Class I                    
Shares sold   93,444,979   $967,484,089    137,647,649   $1,430,628,302 
Shares issued in connection                    
with reinvestments of                    
dividends   1,686,052    17,437,357    2,588,515    26,859,593 
Shares redeemed   (42,587,054)   (441,067,296)   (111,889,034)   (1,161,413,988)
Net increase   52,543,977   $543,854,150    28,347,130   $296,073,907 

 

7.Principal Risk Factors and Indemnifications.
A.Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to failure of a counterparty to a transaction to perform (credit risk), changes in interest rates (interest rate risk), higher volatility for securities with longer maturities (maturity risk), financial performance or leverage of the issuer (issuer risk), difficulty in being able to purchase or sell a security (liquidity risk), or certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk). The Fund’s use of derivatives creates risks that are different from, or possibly greater than, the risks associated with investing directly in securities as the Fund could lose more than the principal amount invested (derivatives risk). The Fund invests in asset-backed and mortgage-backed securities (mortgage-backed securities risk) which are subject to the risk that borrowers may default on the obligations that underlie these securities. In addition, these securities may be paid off sooner (prepayment risk) or later than expected which may increase the volatility of

FINANCIAL STATEMENT APRIL 30, 201431
 

BBH LIMITED DURATION FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

securities during periods of fluctuating interest rates. The Fund may invest in bonds issued by foreign governments which may be unable or unwilling to make interest payments and/or repay the principal owed (sovereign debt risk). The Fund’s use of borrowing, in reverse repurchase agreements and investment in some derivatives, involves leverage. Leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s securities and may cause the Fund to be more volatile (leverage risk). The value of securities held by the Fund may decline in response to certain events, including: those directly involving the companies or issuers whose securities are held by the Fund; conditions affecting the general economy; overall market changes; local, regional or political, social or economic instability; and currency and interest rate and price fluctuations (market risk).

The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.

Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.

B.Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
8.Subsequent Events. Management has evaluated events and transactions that may have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.
32
 

BBH LIMITED DURATION FUND
DISCLOSURE OF FUND EXPENSES
April 30, 2014 (unaudited)

 

EXAMPLE

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the 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 (November 1, 2013 to April 30, 2014).

ACTUAL EXPENSES

The first line of the table provides information about actual account values and actual expenses. You may use 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 the Period” to estimate the expenses you paid on your account during the period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

FINANCIAL STATEMENT APRIL 30, 201433
 

BBH LIMITED DURATION FUND
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2014 (unaudited)

 

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 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
November 1, 2013
    Ending
Account Value
April 30, 2014
    Expenses Paid
During Period
November 1, 2013
to April 30, 20141
 
Class N               
Actual  $1,000   $1,011   $2.39 
Hypothetical2  $1,000   $1,022   $2.41 
                
    Beginning
Account Value
November 1, 2013
    Ending
Account Value
April 30, 2014
    Expenses Paid
During Period
November 1, 2013
to April 30, 20141
 
Class I               
Actual  $1,000   $1,012   $1.40 
Hypothetical2  $1,000   $1,023   $1.40 

 

 

1Expenses are equal to the Fund’s annualized expense ratio of 0.48% and 0.28% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
2Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses.
34
 

BBH LIMITED DURATION FUND
DISCLOSURE OF ADVISOR SELECTION
April 30, 2014 (unaudited)

 

Investment Advisory and Administrative Services Agreement Approval

The 1940 Act requires that the continuance of a fund’s investment advisory agreements must be approved annually both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.

The Board, a majority of whom are Independent Trustees, held an in-person meeting on December 10, 2013, to consider whether to renew the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. In approving the renewal of the Agreement with respect to the Fund for an additional one year term, the Board determined that the terms of the Agreement were fair and reasonable and that they had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.

Both in the meeting specifically held to address the continuance of the Agreement and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser and BBH, including information about personnel, operations and Fund performance. The Board also received third-party comparative performance and fee and expense information for the Fund. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Board met in executive session outside the presence of Fund management.

The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.

Nature, Extent and Quality of Services

The Board noted that, pursuant to the Agreement with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including the supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Fund noting that BBH also provides administrative, custody and fund accounting services to the Fund.

FINANCIAL STATEMENT APRIL 30, 201435
 

BBH LIMITED DURATION FUND
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

The Board considered the scope and quality of services provided by the Investment Adviser under the Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board also considered brokerage policies and practices and the standards applied in seeking best execution. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. The Board noted that in the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Agreement.

Fund Performance

The Board received and considered performance information for the Fund. The Board considered the Fund’s performance relative to a peer category of other mutual funds. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of the third party who prepared the peer category analysis. In addition, the Board received detailed performance information for the Fund at other meetings held during the year. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer funds, noting that the Fund’s investment performance was mixed. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.

Fund Expenses

The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board considered the depth and range of services provided pursuant to the Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiations.

36
 

BBH LIMITED DURATION FUND
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

Costs of Services Provided and Profitability

With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly. The Board reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior two-year period. The data also included the effect of revenue generated by the custody, fund accounting and administration fees paid by the Fund to BBH. The Board reviewed the allocation methods used in preparing the profitability data. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser and BBH’s profitability were not excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian, fund accounting agent and shareholder servicing agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.

Economies of Scale

The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board considered the fee schedule for the Fund, noting the existence of a graduated investment advisory fee schedule. Based on information they had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that the breakpoints for the Fund were reasonable. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

FINANCIAL STATEMENT APRIL 30, 201437
 

BBH LIMITED DURATION FUND
CONFLICTS OF INTEREST
April 30, 2014 (unaudited)

 

Conflicts of Interest

Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them. For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.

Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.

Purchases and sales of securities for the Fund may be aggregated with orders for other BBH client accounts. BBH, however, is not required to aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that aggregating is not practicable, or in cases involving client direction.

Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

38
 

BBH LIMITED DURATION FUND
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.

From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.

BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics.

FINANCIAL STATEMENT APRIL 30, 201439
 

BBH LIMITED DURATION FUND
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.

The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.

40
 

Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005

Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203

Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
 

Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005


To obtain information or make shareholder inquiries:

By telephone:   Call 1-800-575-1265  
By E-mail send your request to:   bbhfunds@bbh.com  
On the internet:   www.bbhfunds.com  

 

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Fund at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.

A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

 
 

Semi-Annual Report

APRIL 30, 2014

BBH Core Select

 
 

BBH CORE SELECT
PORTFOLIO ALLOCATION
April 30, 2014 (unaudited)

 

SECTOR DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Basic Materials  $248,302,096    4.0%
Communications   857,513,289    13.7 
Consumer Cyclical   429,282,766    6.8 
Consumer Non-Cyclical   1,389,371,697    22.2 
Energy   686,224,794    10.9 
Financials   1,303,133,245    20.8 
Industrials   155,649,809    2.5 
Technology   442,134,140    7.1 
Repurchase Agreements   315,500,000    5.0 
U.S. Treasury Bills   389,989,860    6.3 
Cash and Other Assets in Excess of Liabilities   45,998,811    0.7 
NET ASSETS  $6,263,100,507    100.0%

 

All data as of April 30, 2014. The BBH Core Select Fund’s (the “Fund”) sector diversification is expressed as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

2
 

BBH CORE SELECT
PORTFOLIO OF INVESTMENTS
April 30, 2014 (unaudited)

 

Shares     Value
     COMMON STOCKS (88.0%)     
     BASIC MATERIALS (4.0%)     
 1,828,232   Celanese Corp. (Series A)  $112,308,292 
 1,041,699   Praxair, Inc.   135,993,804 
     Total Basic Materials   248,302,096 
           
     COMMUNICATIONS (13.7%)     
 6,550,911   Comcast Corp. (Class A)   339,075,153 
 1,329,231   eBay, Inc.1   68,894,043 
 274,892   Google, Inc. (Class A)1   147,034,233 
 274,892   Google, Inc. (Class C)1   144,774,621 
 5,427,916   Liberty Interactive Corp. (Class A)1   157,735,239 
     Total Communications   857,513,289 
           
     CONSUMER CYCLICAL (6.8%)     
 2,313,768   Bed, Bath & Beyond, Inc.1   143,754,406 
 2,926,282   Target Corp.   180,697,913 
 1,315,148   Wal-Mart Stores, Inc.   104,830,447 
     Total Consumer Cyclical   429,282,766 
           
     CONSUMER NON-CYCLICAL (22.2%)     
 2,895,286   Baxter International, Inc.   210,747,868 
 1,012,225   DENTSPLY International, Inc.   45,175,602 
 1,296,140   Diageo, Plc. ADR   159,140,069 
 552,574   Henry Schein, Inc.1   63,120,528 
 929,432   Johnson & Johnson   94,142,167 
 3,326,620   Nestle SA ADR   256,748,532 
 3,063,899   Novartis AG ADR   266,375,379 
 830,261   PepsiCo, Inc.   71,311,117 
 1,571,975   Unilever NV (NY Shares)   67,311,969 
 5,132,137   Zoetis, Inc.   155,298,466 
     Total Consumer Non-Cyclical   1,389,371,697 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20143
 

BBH CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares     Value
     COMMON STOCKS (continued)     
     ENERGY (10.9%)     
 2,069,290   EOG Resources, Inc.  $202,790,420 
 1,563,243   Occidental Petroleum Corp.   149,680,518 
 1,668,944   Schlumberger, Ltd.   169,481,263 
 3,430,923   Southwestern Energy Co.1   164,272,593 
     Total Energy   686,224,794 
           
     FINANCIALS (20.8%)     
 1,903   Berkshire Hathaway, Inc. (Class A)1   367,802,325 
 2,328,638   Chubb Corp.   214,420,987 
 6,548,913   Progressive Corp.   158,811,140 
 7,105,691   US Bancorp   289,770,079 
 5,486,074   Wells Fargo & Co.   272,328,714 
     Total Financials   1,303,133,245 
           
     INDUSTRIALS (2.5%)     
 3,501,683   Waste Management, Inc.   155,649,809 
     Total Industrials   155,649,809 
           
     TECHNOLOGY (7.1%)     
 5,473,394   Microsoft Corp.   221,125,118 
 2,807,890   QUALCOMM, Inc.   221,009,022 
     Total Technology   442,134,140 
     TOTAL COMMON STOCKS (Identified cost $3,998,779,150)   5,511,611,836 

 

The accompanying notes are an integral part of these financial statements.

4
 

BBH CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     REPURCHASE AGREEMENTS (5.0%)             
$315,500,000   National Australia Bank (Agreement dated             
     04/30/14 collateralized by U.S. Treasury             
     Bond 1.375%, due 12/31/18, valued at             
     $321,810,000)  05/01/14   0.030%  $315,500,000 
     TOTAL REPURCHASE AGREEMENTS             
     (Identified cost $315,500,000)           315,500,000 
                   
     U.S. TREASURY BILLS (6.3%)             
 390,000,000   U.S. Treasury Bill2,3  07/03/14   0.027    389,989,860 
     TOTAL U.S. TREASURY BILLS             
     (Identified cost $389,981,538)           389,989,860 
TOTAL INVESTMENTS (Identified cost $4,704,260,688)4      99.3%  $6,217,101,696 
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES      0.7%   45,998,811 
NET ASSETS      100.0%  $6,263,100,507 

 

1Non-income producing security.
2Coupon represents a weighted average yield.
3Coupon represents a yield to maturity.
4The aggregate cost for federal income tax purposes is $4,704,260,688, the aggregate gross unrealized appreciation is $1,512,868,155 and the aggregate gross unrealized depreciation is $27,147, resulting in net unrealized appreciation of $1,512,841,008.

Abbreviations:

ADR — American Depositary Receipt.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20145
 

BBH CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

FAIR VALUE MEASUREMENTS

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and 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, for example, the risk inherent in a particular valuation technique used to measure fair value, including the model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three levels defined by the fair value hierarchy are as follows:

Level 1 – unadjusted quoted prices in active markets for identical investments.
Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.

The accompanying notes are an integral part of these financial statements.

6
 

BBH CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations and over-the-counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.

Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.

Investments, at value  Unadjusted
Quoted Prices in
Active Markets
for Identical
Investments
(Level 1)*
  Significant
Other
Observable
Inputs
(Level 2)*
  Significant
Unobservable
Inputs
(Level 3)*
  Balance as of
April 30, 2014
Basic Materials  $248,302,096   $—     $—     $248,302,096 
Communications   857,513,289    —      —      857,513,289 
Consumer Cyclical   429,282,766    —      —      429,282,766 
Consumer Non-Cyclical   1,389,371,697    —      —      1,389,371,697 
Energy   686,224,794    —      —      686,224,794 
Financials   1,303,133,245    —      —      1,303,133,245 
Industrials   155,649,809    —      —      155,649,809 
Technology   442,134,140    —      —      442,134,140 
Repurchase Agreements   —      315,500,000    —      315,500,000 
U.S. Treasury Bills   —      389,989,860    —      389,989,860 
      Investments, at value  $5,511,611,836   $705,489,860   $—     $6,217,101,696 

 

*The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014, based on the valuation input levels on October 31, 2013.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20147
 

BBH CORE SELECT
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2014 (unaudited)

 

ASSETS:     
Investments in securities, at value (Identified cost $4,388,760,688)  $5,901,601,696 
Repurchase agreements (Identified cost $315,500,000)   315,500,000 
Cash   2,654,775 
Receivables for:     
Investments sold   36,385,667 
Dividends   11,778,341 
Shares sold   3,552,202 
Investment advisory and administrative fees waiver reimbursement   491,393 
Interest   263 
Prepaid assets   12,074 
Total Assets   6,271,976,411 
LIABILITIES:     
Payables for:     
Investment advisory and administrative fees   4,060,747 
Shares redeemed   3,089,015 
Shareholder servicing fees   1,268,952 
Distributors fees   84,951 
Transfer agent fees   52,100 
Custody and fund accounting fees   47,693 
Professional fees   20,024 
Board of Trustees’ fees   5,032 
Periodic distributions   4,628 
Accrued expenses and other liabilities   242,762 
Total Liabilities   8,875,904 
      
NET ASSETS  $6,263,100,507 
Net Assets Consist of:     
Paid-in capital  $4,686,403,381 
Undistributed net investment income   24,347,294 
Accumulated net realized gain on investments in securities   39,508,824 
Net unrealized appreciation/(depreciation) on investments in securities   1,512,841,008 
Net Assets  $6,263,100,507 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($5,860,342,307 ÷ 267,195,205 shares outstanding)  $21.93 
RETAIL CLASS SHARES     
($402,758,200 ÷ 28,179,099 shares outstanding)  $14.29 

 

The accompanying notes are an integral part of these financial statements.

8
 

BBH CORE SELECT
STATEMENT OF OPERATIONS
For the six months ended April 30, 2014 (unaudited)

 

NET INVESTMENT INCOME:     
Income:     
Dividends (net of foreign withholding taxes of $2,562,262)  $60,746,787 
Interest and other income   124,438 
Total Income   60,871,225 
Expenses:     
Investment advisory and administrative fees   23,934,120 
Shareholder servicing fees   7,479,413 
Distributors fees   493,544 
Transfer agent fees   293,988 
Custody and fund accounting fees   175,123 
Board of Trustees’ fees   48,291 
Professional fees   29,137 
Miscellaneous expenses   452,257 
Total Expenses   32,905,873 
Investment advisory and administrative fees waiver   (2,533,144)
Expense offset arrangement   (1,034)
Net Expenses   30,371,695 
Net Investment Income   30,499,530 
      
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   40,559,932 
Net change in unrealized appreciation/(depreciation) on     
investments in securities   280,689,913 
Net Realized and Unrealized Gain   321,249,845 
Net Increase in Net Assets Resulting from Operations  $351,749,375 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20149
 

BBH CORE SELECT
STATEMENT OF CHANGES IN NET ASSETS

 

    For the six
months ended
April 30, 2014
(unaudited)
    For the
year ended
October 31,
2013
 
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $30,499,530   $31,528,037 
Net realized gain on investments in securities   40,559,932    123,026,915 
Net change in unrealized appreciation/(depreciation)          
on investments in securities   280,689,913    889,161,832 
Net increase in net assets resulting          
from operations   351,749,375    1,043,716,784 
Dividends and distributions declared:          
From net investment income:          
Class N   (27,057,658)   (18,092,926)
Retail Class   (1,711,179)   (1,134,306)
From net realized gains:          
Class N   (112,951,216)   (43,389,167)
Retail Class   (10,987,974)   (5,651,933)
Total dividends and distributions declared   (152,708,027)   (68,268,332)
Share transactions:          
Proceeds from sales of shares   488,125,992    2,402,011,647 
Net asset value of shares issued to shareholders for          
reinvestment of dividends and distributions   118,110,394    52,357,695 
Proceeds from short-term redemption fees   12,122    34,753 
Cost of shares redeemed   (554,311,693)   (734,404,450)
Net increase in net assets resulting from          
share transactions   51,936,815    1,719,999,645 
Total increase in net assets   250,978,163    2,695,448,097 
           
NET ASSETS:          
Beginning of period   6,012,122,344    3,316,674,247 
End of period (including undistributed net investment          
income of $24,347,294 and $22,616,601, respectively)  $6,263,100,507   $6,012,122,344 

 

The accompanying notes are an integral part of these financial statements.

10
 

BBH CORE SELECT
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class N share outstanding throughout each period.

 

   For the six
months ended
April 30, 2014
(unaudited)
 



For the years ended October 31,
     2013  2012  2011  2010  2009
Net asset value, beginning                  
of period  $21.21   $17.46   $15.07   $13.91   $11.93   $10.71 
Income from investment operations:                              
Net investment income1   0.11    0.13    0.10    0.12    0.07    0.06 
Net realized and unrealized gain   1.14    3.95    2.54    1.15    1.96    1.25 
Total income from investment                              
operations   1.25    4.08    2.64    1.27    2.03    1.31 
Less dividends and distributions:                              
From net investment income   (0.10)   (0.10)   (0.07)   (0.07)   (0.05)   (0.02)
From net realized gains   (0.43)   (0.23)   (0.18)   (0.04)   —      (0.07)
Total dividends and                              
distributions   (0.53)   (0.33)   (0.25)   (0.11)   (0.05)   (0.09)
Short-term redemption fees2   0.00    0.00    0.00    0.00    0.00    0.00 
Net asset value, end of period  $21.93   $21.21   $17.46   $15.07   $13.91   $11.93 
Total return   6.05%   23.78%   17.86%   9.19%   17.11%   12.44%
Ratios/Supplemental data:                              
Net assets, end of period                              
(in millions)  $5,860   $5,645   $3,049   $809   $362   $237 
Ratio of expenses to average                              
net assets before reductions   1.08%3   1.09%   1.12%   1.14%   1.18%   1.21%
Fee waiver   0.08%3,4   0.09%4   0.12%4   0.13%4   0.06%4    —  %
Expense offset arrangement   0.00%3,5   0.00%5   0.00%5   0.01%   0.01%   0.02%
Ratio of expenses to average net                              
assets after reductions   1.00%3   1.00%   1.00%   1.00%   1.11%   1.19%
Ratio of net investment income                              
to average net assets   1.03%3   0.65%   0.63%   0.85%   0.55%   0.61%
Portfolio turnover rate   4%   12%   14%   17%   19%   15%

 

1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Annualized.
4The ratio of expenses to average net assets for the six months ended April 30, 2014 and the fiscal years ended October 31, 2013, 2012, 2011 and 2010, reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.00%. The agreement is effective for the period beginning on July 14, 2010 through April 1, 2014, and has been renewed by all parties to the agreement through May 1, 2015. For the six months ended April 30, 2014 and the fiscal years ended October 31, 2013, 2012, 2011 and 2010, the waived fees were $2,231,108, $3,983,262, $1,853,202, $793,607 and $177,639, respectively.
5Less than 0.01%.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201411
 

BBH CORE SELECT
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for a Retail Class share outstanding throughout each period.

 

   For the six
months ended
April 30, 2014
(unaudited)
 


For the years ended
October 31,
  For the period from
March 25, 2011
(commencement of
operations) to
October 31, 2011
     2013  2012
Net asset value, beginning of period  $13.99   $11.61   $10.11   $10.00 
Income from investment operations:                    
Net investment income1   0.05    0.06    0.05    0.02 
Net realized and unrealized gain   0.75    2.60    1.69    0.09 
Total income from investment                    
operations   0.80    2.66    1.74    0.11 
Less dividends and distributions:                    
From net investment income   (0.07)   (0.05)   (0.06)   —   
From net realized gains   (0.43)   (0.23)   (0.18)   —   
Total dividends and distributions   (0.50)   (0.28)   (0.24)   —   
Short-term redemption fees2   0.00    0.00    0.00    0.00 
Net asset value, end of period  $14.29   $13.99   $11.61   $10.11 
Total return   5.89%   23.42%   17.64%   1.10%
Ratios/Supplemental data:                    
Net assets, end of period (in millions)  $403   $367   $267   $185 
Ratio of expenses to average net assets                    
before reductions   1.42%3   1.42%   1.43%   1.59%3
Fee waiver   0.17%3,4   0.17%4   0.18%4   0.33%3,4
Expense offset arrangement   0.00%3,5   0.00%5   0.00%5   0.01%3
Ratio of expenses to average net assets                    
after reductions   1.25%3   1.25%   1.25%   1.25%3
Ratio of net investment income to                    
average net assets   0.78%3   0.44%   0.50%   0.37%3
Portfolio turnover rate   4%   12%   14%   17%6

 

1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Annualized.
4The ratio of expenses to average net assets for the six months ended April 30, 2014, the fiscal years ended October 31, 2013, 2012 and period ended October 31, 2011, reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.25%. The agreement is effective for the period beginning on July 14, 2010 through April 1, 2014, and has been renewed by all parties to the agreement through May 1, 2015. For the six months ended April 30, 2014, the fiscal years ended October 31, 2013, 2012 and period ended October 31, 2011, the waived fees were $302,036, $568,410, $633,118 and $133,178, respectively.
5Less than 0.01%
6Represents Fund portfolio turnover for the twelve months ended October 31, 2011.

The accompanying notes are an integral part of these financial statements.

12
 

BBH CORE SELECT
NOTES TO FINANCIAL STATEMENTS
April 30, 2014 (unaudited)

 

1.Organization. The Fund is a separate, non-diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on November 2, 1998. On February 20, 2001, the Board of Trustees (“Board”) of the Trust reclassified the Fund’s outstanding shares as “Class N”. On October 1, 2010, the Board established a new class of shares designated as “Retail Class”, which commenced operations on March 25, 2011. Neither Class N shares nor Retail Class shares convert to any other share class of the Fund. Effective November 30, 2012, subject to certain exceptions, the Fund closed to new investors. See the Fund’s prospectus for details. As of April 30, 2014, there were six series of the Trust.
2.Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund:
A.Valuation of Investments. (1) The value of investments listed on a securities exchange is based on the last sale price on that exchange prior to the time when assets are valued, or in the absence of recorded sales, at the average of readily available closing bid and asked prices on such exchange; (2) securities not traded on an exchange are valued at the average of the quoted bid and asked prices in the over-the-counter market; (3) securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board of Trustees; (4) short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board.
B.Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Dividend income and other distributions received from portfolio securities are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of securities received at ex-date. Distributions received on securities that represent a return of capital or a capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued daily. Investment income is recorded net of any foreign taxes withheld where recovery of such tax is uncertain.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201413
 

BBH CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

C.Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
D.Repurchase Agreements. The Fund may enter into repurchase agreements. Repurchase agreements are transactions in which the Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price normally is in excess of the purchase price, reflecting an agreed upon interest rate. The rate is effective for the period of time that assets of the Fund are invested in the agreement and is not related to the coupon rate on the underlying security. The Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the investment adviser. The Fund’s custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The investment adviser, custodian or sub-custodian will monitor the value of the underlying collateral each day to ensure that the value of the security always equals or exceeds the repurchase price. Repurchase agreements are subject to credit risks. Information regarding repurchase agreements held by the Fund is included in the Portfolio of Investments.
E.Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV.

The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations.

14
 
BBH CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

During the six months ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

F.Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $140,008,874 and $12,699,153 to Class N shares and Retail Class shareholders, respectively, during the six months ended April 30, 2014.

The tax character of distributions paid during the fiscal years ended October 31, 2013 and 2012, respectively, were as follows:

  Distributions paid from:
     Ordinary
income
  Net
long-term
capital gain
  Total
taxable
distributions
  Tax return
of capital
  Total
distributions
paid
  2013:  $19,227,232   $49,041,100   $68,268,332    —     $68,268,332 
  2012:   6,132,108    12,469,117    18,601,225    —      18,601,225 

 

As of October 31, 2013 and 2012, respectively, the components of accumulated earnings/(deficit) on a tax basis were as follows:

    Components of accumulated earnings/(deficit):
       Undistributed
Ordinary
income
  Undistributed
long-term
capital gain
  Accumulated
earnings
  Accumulated
capital and
other losses
  Other
book/tax
temporary
differences
  Unrealized
appreciation/
(depreciation)
  Total
accumulated
earnings/
(deficit)
   2013:   $51,311,687   $95,217,318   $146,529,005    —     $(1,024,321)  $1,232,151,095   $1,377,655,779 
   2012:    10,315,796    49,024,436    59,340,232    —      —      342,867,094    402,207,326 

 

The Fund did not have a net capital loss carryforward at October 31, 2013.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and they will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital losses.

Total distributions paid may differ from amounts reported in the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.

FINANCIAL STATEMENT APRIL 30, 201415
 

BBH CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

The differences between book basis and tax basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

To the extent future capital gains are offset by capital loss carryforwards; such gains will not be distributed.

G.Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates.
H.“Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”.

Management has determined that there is no impact to the financial statements.

3.Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements.
4.Fees and Other Transactions with Affiliates.
A.Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund pays a combined fee for investment advisory and administrative services calculated daily and paid monthly at an annual rate equivalent to 0.80% of the Fund’s average daily net assets. For the six months ended April 30, 2014, the Fund incurred $23,934,120 under the Agreement.
B.Investment Advisory and Administrative Fee Waivers. Effective July 14, 2010, the Investment Adviser contractually agreed to limit the annual fund operating expenses (excluding interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Fund’s business and for Retail
16
 

BBH CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

Class, amounts payable pursuant to any plan adopted in accordance with Rule 12b-1) of Class N and Retail Class to 1.00%. The agreement will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. The agreement may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2014, the Investment Adviser waived fees in the amount of $2,231,108 and $302,036 for Class N and Retail Class, respectively.

C.Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.25% of Class N and Retail Class shares’ average daily net assets. For the six months ended April 30, 2014, the Fund incurred shareholder servicing fees in the amount of $7,025,167 and $454,246 for Class N and Retail Class, respectively.
D.Distribution (12b-1) Fees. The Fund has adopted a distribution plan pursuant to Rule 12b-1 for Retail Class shares that allows the Fund to pay distribution and other fees for the sale of its shares and for services provided to shareholders. Because these fees are paid out of the Fund’s assets continuously, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The maximum annual distribution fee for Retail Class shares is 0.25% of the average daily net assets of the Retail Class shares of the Fund. With this agreement, it is anticipated that total operating expenses for Retail Class shares will be 1.25% of the average daily net assets. For the six months ended April 30, 2014, Retail Class shares of the Fund incurred $454,045 for Distribution (12b-1) Fees.
E.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the Fund’s net asset value. For the six months ended April 30, 2014, the Fund incurred $175,123 in custody and fund accounting fees. These fees for the Fund were reduced by $1,034 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2014, was $90.
F.Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the six months ended April 30, 2014, the Fund incurred $48,291 in non-interested Trustee compensation and reimbursements.
FINANCIAL STATEMENT APRIL 30, 201417
 

BBH CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

5.Investment Transactions. For the six months ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $234,455,795 and $266,693,448, respectively.
6.Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N and Retail Class shares of beneficial interest at no par value. Transactions in Class N and Retail Class shares were as follows:
   For the six months ended
April 30, 2014 (unaudited)
  For the year ended
October 31, 2013
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   18,800,448   $401,114,200    120,400,382   $2,246,685,881 
Shares issued in connection                    
with reinvestments of                    
dividends   5,140,430    106,355,485    2,639,087    45,602,628 
Proceeds from short-term                    
redemption fees   NA    10,706    NA    26,513 
Shares redeemed   (22,820,727)   (482,448,185)   (31,580,112)   (607,487,761)
Net increase   1,120,151   $25,032,206    91,459,357   $1,684,827,261 
Retail Class                    
Shares sold   6,202,965   $87,011,792    12,517,484   $155,325,766 
Shares issued in connection                    
with reinvestments                    
of dividends   870,734    11,754,909    591,512    6,755,067 
Proceeds from short-term                    
redemption fees   NA    1,416    NA    8,240 
Shares redeemed   (5,151,723)   (71,863,508)   (9,887,218)   (126,916,689)
Net increase   1,921,976   $26,904,609    3,221,778   $35,172,384 

 

7.Principal Risk Factors and Indemnifications.
A.Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to assumption of large positions in

18
 

BBH CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

securities of a small number of issuers (non-diversification risk), or certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk). The value of securities held by the Fund may fall due to changing economic, political, regulatory or market conditions, or due to a company’s or issuer’s individual situation (market risk). Price movements may occur due to factors affecting individual companies, such as the issuance of an unfavorable earnings report, or other events affecting particular industries or the equity markets as a whole (equity securities risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.

Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.

B.Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
8.Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.
FINANCIAL STATEMENT APRIL 30, 201419
 

BBH CORE SELECT
DISCLOSURE OF FUND EXPENSES
April 30, 2014 (unaudited)

 

EXAMPLE

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the 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 (November 1, 2013 to April 30, 2014).

ACTUAL EXPENSES

The first line of the table below provides information about actual account values and actual expenses. You may use 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 the Period” to estimate the expenses you paid on your account during the period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% Hypothetical Example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

20
 

BBH CORE SELECT
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2014 (unaudited)

 

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 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
November 1, 2013
  Ending
Account Value
April 30, 2014
  Expenses Paid
During Period
November 1, 2013 to
April 30, 20141
Class N            
Actual   $1,000   $1,061   $5.11
Hypothetical2   $1,000   $1,020   $5.01
             
    Beginning
Account Value
November 1, 2013
  Ending
Account Value
April 30, 2014
  Expenses Paid
During Period
November 1, 2013 to
April 30, 20141
Retail Class            
Actual   $1,000   $1,059   $6.38
Hypothetical2   $1,000   $1,019   $6.26
 

1Expenses are equal to the Fund’s annualized expense ratio of 1.00% and 1.25% for Class N and Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
2Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expense ratio for each class of shares is subtracted from the assumed return before expenses.
FINANCIAL STATEMENT APRIL 30, 201421
 

BBH CORE SELECT
DISCLOSURE OF ADVISOR SELECTION
April 30, 2014 (unaudited)

 

Investment Advisory and Administrative Services Agreement Approval

The 1940 Act requires that the continuance of a fund’s investment advisory agreements must be approved annually both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.

The Board, a majority of whom are Independent Trustees, held an in-person meeting on December 10, 2013, to consider whether to renew the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. In approving the renewal of the Agreement with respect to the Fund for an additional one year term, the Board determined that the terms of the Agreement were fair and reasonable and that they had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.

Both in the meeting specifically held to address the continuance of the Agreement and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser and BBH, including information about personnel, operations and Fund performance. The Board also received third-party comparative performance and fee and expense information for the Fund. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Board met in executive session outside the presence of Fund management.

The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.

Nature, Extent and Quality of Services

The Board noted that, pursuant to the Agreement with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including the supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Fund noting that BBH also provides administrative, custody, fund accounting and shareholder servicing services to the Fund.

22
 

BBH CORE SELECT
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

The Board considered the scope and quality of services provided by the Investment Adviser under the Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board also considered brokerage policies and practices, the standards applied in seeking best execution and policies and practices regarding soft dollars. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. The Board noted that in the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Agreement.

Fund Performance

The Board received and considered performance information for the Fund. The Board considered the Fund’s performance relative to a peer category of other mutual funds. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of the third party who prepared the peer category analysis. In addition, the Board received detailed performance information for the Fund at other meetings held during the year. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer funds, noting that the Fund has outperformed in the 3, 4, 5, and 10 year periods. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.

Fund Expenses

The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board also considered and reviewed the fee waiver arrangement that was in place for the Fund and considered the actual fee rates, after taking into account the waiver. The Board considered the depth and range of services provided pursuant to the Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiations.

FINANCIAL STATEMENT APRIL 30, 201423
 

BBH CORE SELECT
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

Costs of Services Provided and Profitability

With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly. The Board reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior two-year period. The data also included the effect of revenue generated by the shareholder servicing, custody, fund accounting and administration fees paid by the Fund to BBH. The Board reviewed the allocation methods used in preparing the profitability data. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH such as the increased visibility of BBH’s investment management business due to the distribution of the Funds through various broker dealer platforms as well as the research services acquired by BBH through soft dollars. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser and BBH’s profitability was not excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian, fund accounting and shareholder servicing agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.

Economies of Scale

The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH . The Board noted that the fee schedule for the Fund does not contain breakpoints. Based on information they had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that it was unnecessary at this time to consider breakpoints with respect to the Fund. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

24
 

BBH CORE SELECT
CONFLICTS OF INTEREST
April 30, 2014 (unaudited)

 

Conflicts of Interest

Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them, For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.

Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.

Purchases and sales of securities for the Fund may be aggregated with orders for other BBH client accounts. BBH, however, is not required to aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that aggregating is not practicable, or in cases involving client direction.

Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

FINANCIAL STATEMENT APRIL 30, 201425
 

BBH CORE SELECT
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

The Investment Adviser may direct brokerage transactions and/or payment of a portion of client commissions (“soft dollars”) to specific brokers or dealers or other providers to pay for research or other appropriate services which provide, in the Investment Adviser’s view, appropriate assistance to the Investment Adviser in the investment decision-making process (including with respect to futures, fixed-price offerings and over-the-counter transactions). The use of a broker that provides research and securities transaction services may result in a higher commission than that offered by a broker who does not provide such services. The Investment Adviser will determine in good faith whether the amount of commission is reasonable in relation to the value of research and services provided and whether the services provide lawful and appropriate assistance in its investment decision-making responsibilities.

Research or other services obtained in this manner may be used in servicing any or all of the Funds and other BBH client accounts, including in connection with BBH client accounts that do not pay commissions to the broker related to the research or other service arrangements. Such products and services may disproportionately benefit other BBH client accounts relative to the Fund based on the amount of brokerage commissions paid by the Fund and such other BBH client accounts. For example, research or other services that are paid for through one client’s commissions may not be used in managing that client’s account. In addition, other BBH client accounts may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services that may be provided to the Fund and to such other BBH client accounts. To the extent that BBH uses soft dollars, it will not have to pay for those products and services itself.

BBH may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a particular broker-dealer. To the extent that BBH receives research on this basis, many of the same conflicts related to traditional soft dollars may exist. For example, the research effectively will be paid by client commissions that also will be used to pay for the execution, clearing, and settlement services provided by the broker-dealer and will not be paid by BBH.

BBH may endeavor to execute trades through brokers who, pursuant to such arrangements, provide research or other services in order to ensure the continued receipt of research or other services BBH believes are useful in its investment decision-making process. BBH may from time to time choose not to engage in the above described arrangements to varying degrees. BBH may also enter into commission sharing arrangements under which BBH may execute transactions through a broker-dealer, and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research to BBH. To the extent that BBH engages in commission sharing arrangements, many of the same conflicts related to traditional soft dollars may exist.

26
 

BBH CORE SELECT
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.

From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.

BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics.

FINANCIAL STATEMENT APRIL 30, 201427
 

BBH CORE SELECT
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.

The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.

28
 

Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005

Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203

Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
 

Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005


To obtain information or make shareholder inquiries:

By telephone:   Call 1-800-575-1265
By E-mail send your request to:   bbhfunds@bbh.com
On the internet:   www.bbhfunds.com

 

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Funds at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.

A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available from the Edgar database on the SEC’s website at www.sec.gov.

 
 

Semi-Annual Report

APRIL 30, 2014

BBH Global Core Select

 
 

BBH GLOBAL CORE SELECT
PORTFOLIO ALLOCATION
April 30, 2014 (unaudited)

 

COUNTRY DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Canada  $9,940,074    6.1%
France   10,421,667    6.3 
Germany   10,114,295    6.2 
Netherlands   1,804,418    1.1 
Norway   5,681,696    3.5 
Sweden   3,619,872    2.2 
Switzerland   15,778,631    9.6 
United Kingdom   15,334,727    9.3 
United States   81,041,060    49.4 
Repurchase Agreements   10,000,000    6.1 
Cash and Other Assets in Excess of Liabilities   289,322    0.2 
NET ASSETS  $164,025,762    100.0%

 

All data as of April 30, 2014. The BBH Global Core Select Fund’s (the “Fund”) country diversification is expressed as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

2
 

BBH GLOBAL CORE SELECT
PORTFOLIO ALLOCATION (continued)
April 30, 2014 (unaudited)

 

SECTOR DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Basic Materials  $13,042,096    8.0%
Communications   17,458,810    10.6 
Consumer Cyclical   15,828,088    9.7 
Consumer Non-Cyclical   45,831,020    27.9 
Energy   26,625,660    16.2 
Financials   16,590,463    10.1 
Technology   18,360,303    11.2 
Repurchase Agreements   10,000,000    6.1 
Cash and Other Assets in Excess of Liabilities   289,322    0.2 
NET ASSETS  $164,025,762    100.0%

 

All data as of April 30, 2014. The Fund’s sector diversification is expressed as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20143
 

BBH GLOBAL CORE SELECT
PORTFOLIO OF INVESTMENTS
April 30, 2014 (unaudited)

 

Shares     Value
     COMMON STOCKS (93.7%)     
     CANADA (6.1%)     
     ENERGY     
 127,800   ARC Resources, Ltd.  $3,794,099 
 27,600   Vermilion Energy, Inc.   1,837,564 
         5,631,663 
     FINANCIALS     
 65,575   Intact Financial Corp.   4,308,411 
     Total Canada   9,940,074 
           
     FRANCE (6.3%)     
     COMMUNICATIONS     
 77,700   JCDecaux S.A.   3,186,466 
           
     CONSUMER NON-CYCLICAL     
 67,125   Sanofi   7,235,201 
     Total France   10,421,667 
           
     GERMANY (6.2%)     
     BASIC MATERIALS     
 23,400   Brenntag AG   4,232,580 
           
     ENERGY     
 63,900   Fuchs Petrolub AG   5,881,715 
     Total Germany   10,114,295 
           
     NETHERLANDS (1.1%)     
     CONSUMER NON-CYCLICAL     
 42,100   Unilever NV   1,804,418 
     Total Netherlands   1,804,418 
           
     NORWAY (3.5%)     
     ENERGY     
 164,600   TGS Nopec Geophysical Co. ASA   5,681,696 
     Total Norway   5,681,696 

 

The accompanying notes are an integral part of these financial statements.

4
 

BBH GLOBAL CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares     Value
   COMMON STOCKS (continued)   
   SWEDEN (2.2%)   
   FINANCIALS   
 71,900   Svenska Handelsbanken AB (Class A)  $3,619,872 
     Total Sweden   3,619,872 
           
     SWITZERLAND (9.6%)     
     CONSUMER NON-CYCLICAL     
 111,425   Nestle SA   8,618,589 
 82,375   Novartis AG   7,160,042 
     Total Switzerland   15,778,631 
           
     UNITED KINGDOM (9.3%)     
     COMMUNICATIONS     
 203,300   Pearson, Plc.   3,810,024 
           
     CONSUMER NON-CYCLICAL     
 121,200   Diageo, Plc.   3,715,122 
 34,000   Reckitt Benckiser Group, Plc.   2,748,587 
 1,020,750   Tesco, Plc.   5,060,994 
         11,524,703 
     Total United Kingdom   15,334,727 
           
     UNITED STATES (49.4%)     
     BASIC MATERIALS     
 57,550   Celanese Corp. (Series A)   3,535,296 
 40,400   Praxair, Inc.   5,274,220 
         8,809,516 
           
     COMMUNICATIONS     
 6,155   Google, Inc. (Class A)1   3,292,187 
 6,155   Google, Inc. (Class C)1   3,241,592 
 83,675   Nielsen Holdings NV   3,928,541 
         10,462,320 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20145
 

BBH GLOBAL CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares     Value
     COMMON STOCKS (continued)     
     UNITED STATES (continued)     
     CONSUMER CYCLICAL     
 78,750   Bed, Bath & Beyond, Inc.1  $4,892,737 
 121,300   Sally Beauty Holdings, Inc.1   3,324,833 
 62,900   Target Corp.   3,884,075 
 46,750   Wal-Mart Stores, Inc.   3,726,443 
         15,828,088 
           
     CONSUMER NON-CYCLICAL     
 51,100   Baxter International, Inc.   3,719,569 
 18,675   PepsiCo, Inc.   1,603,996 
 137,624   Zoetis, Inc.   4,164,502 
         9,488,067 
           
     ENERGY     
 50,925   Occidental Petroleum Corp.   4,876,069 
 44,850   Schlumberger, Ltd.   4,554,517 
         9,430,586 
           
     FINANCIALS     
 174,500   Wells Fargo & Co.   8,662,180 
           
     TECHNOLOGY     
 167,825   Microsoft Corp.   6,780,130 
 89,225   QUALCOMM, Inc.   7,022,900 
 70,350   Solera Holdings, Inc.   4,557,273 
         18,360,303 
     Total United States   81,041,060 
     Total Common Stocks (Identified cost $139,648,372)   153,736,440 

 

The accompanying notes are an integral part of these financial statements.

6
 

BBH GLOBAL CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     REPURCHASE AGREEMENTS (6.1%)        
$10,000,000   National Australia Bank (Agreement dated        
     04/30/14 collateralized by U.S. Treasury        
     Bond 1.375%, due 12/31/18, valued at        
     $10,200,000)  05/01/14   0.030%  $ 10,000,000
     Total Repurchase Agreements        
     (Identified cost $10,000,000)          10,000,000
TOTAL INVESTMENTS (Identified cost $149,648,372)2      99.8%  $ 163,736,440
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES      0.2%  289,322
NET ASSETS      100.0%  $ 164,025,762
 

1Non-income producing security.
2The aggregate cost for federal income tax purposes is $149,648,372, the aggregate gross unrealized appreciation is $16,761,796 and the aggregate gross unrealized depreciation is $2,673,728, resulting in net unrealized appreciation of $14,088,068.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20147
 

BBH GLOBAL CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

FAIR VALUE MEASUREMENTS

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and 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 for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three levels defined by the fair value hierarchy are as follows:

Level 1 – unadjusted quoted prices in active markets for identical investments.
Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.

The accompanying notes are an integral part of these financial statements.

8
 

BBH GLOBAL CORE SELECT
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations, listed equities and over-the-counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.

Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.

Investments, at value  Unadjusted
Quoted Prices in
Active Markets
for Identical
Investments
(Level 1)*
  Significant
Other
Observable
Inputs
(Level 2)*
  Significant
Unobservable
Inputs
(Level 3)*
  Balance as of
April 30, 2014
Basic Materials  $8,809,516   $4,232,580   $—     $13,042,096 
Communications   10,462,320    6,996,490    —      17,458,810 
Consumer Cyclical   15,828,088    —      —      15,828,088 
Consumer Non-Cyclical   9,488,067    36,342,953    —      45,831,020 
Energy   15,062,249    11,563,411    —      26,625,660 
Financials   12,970,591    3,619,872    —      16,590,463 
Technology   18,360,303    —      —      18,360,303 
Repurchase Agreements   —      10,000,000    —      10,000,000 
      Investments, at value  $90,981,134   $72,755,306   $—     $163,736,440 

 

*The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014, based on the valuation input levels on October 31, 2013.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20149
 

BBH GLOBAL CORE SELECT
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2014 (unaudited)

 

ASSETS:     
Investments in securities, at value (Identified cost $139,648,372)  $153,736,440 
Repurchase agreements (Identified cost $10,000,000)   10,000,000 
Cash   3,600,308 
Foreign currency at value (Identified cost $783,328)   787,442 
Receivables for:     
Investments sold   561,447 
Dividends and interest   501,667 
Investment advisory and administrative fees waiver reimbursement   37,154 
Prepaid assets   264 
Total Assets   169,224,722 
      
LIABILITIES:     
Payables for:     
Shares redeemed   5,000,002 
Investment advisory and administrative fees   125,260 
Professional fees   26,405 
Shareholder servicing fees   24,785 
Custody and fund accounting fees   11,601 
Board of Trustees’ fees   3,945 
Transfer agent fees   2,054 
Distributors fees   1,556 
Accrued expenses and other liabilities   3,352 
Total Liabilities   5,198,960 
      
NET ASSETS  $164,025,762 
Net Assets Consist of:     
Paid-in capital  $148,768,906 
Undistributed net investment income   720,814 
Accumulated net realized gain on investments in securities and     
foreign exchange transactions   440,533 
Net unrealized appreciation/(depreciation) on investments in securities     
and foreign currency translations   14,095,509 
Net Assets  $164,025,762 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($161,776,540 ÷ 13,833,797 shares outstanding)  $11.69 
RETAIL CLASS SHARES     
($2,249,222 ÷ 192,646 shares outstanding)  $11.68 

 

The accompanying notes are an integral part of these financial statements.

10
 

BBH GLOBAL CORE SELECT
STATEMENT OF OPERATIONS
For the period ended April 30, 2014 (unaudited)

 

NET INVESTMENT INCOME:     
Income:     
Dividends (net of foreign withholding taxes of $104,227)  $1,629,675 
Interest and other income   673 
Total Income   1,630,348 
Expenses:     
Investment advisory and administrative fees   628,569 
Shareholder servicing fees   99,248 
Board of Trustees’ fees   47,929 
Professional fees   30,130 
Custody and fund accounting fees   26,416 
Transfer agent fees   11,750 
Distributors fees   10,769 
Miscellaneous expenses   82,257 
Total Expenses   937,068 
Investment advisory and administrative fees waiver   (103,481)
Expense offset arrangement   (3,961)
Net Expenses   829,626 
Net Investment Income   800,722 
      
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   429,630 
Net realized gain on foreign exchange transactions   10,936 
Net realized gain on investments in securities and foreign     
exchange transactions and translations   440,566 
Net change in unrealized appreciation/(depreciation) on investments     
in securities   8,022,506 
Net change in unrealized appreciation/(depreciation) on foreign     
currency translations   8,425 
Net change in unrealized appreciation/(depreciation) on investments     
in securities and foreign currency translations   8,030,931 
Net Realized and Unrealized Gain   8,471,497 
Net Increase in Net Assets Resulting from Operations  $9,272,219 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201411
 

BBH GLOBAL CORE SELECT
STATEMENT OF CHANGES IN NET ASSETS
April 30, 2014

 

   For the six
months ended
April 30, 2014
(unaudited)
  For the
period from
March 28, 2013
(commencement
of operations) to
October 31, 2013
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $800,722   $124,848 
Net realized gain on investments in securities and          
foreign exchange transactions and translations   440,566    276,170 
Net change in unrealized appreciation/(depreciation)          
on investments in securities and foreign          
currency translations   8,030,931    4,611,654 
Net increase in net assets resulting from          
operations   9,272,219    5,012,672 
Dividends and distributions declared:          
From net investment income:          
Class N   (202,109)   —   
Retail Class   (1,387)   —   
From net realized gains:          
Class N   (272,366)   —   
Retail Class   (5,097)   —   
Total dividends and distributions declared   (480,959)   —   
Share transactions:          
Shares issued in connection with the merger   —      15,389,487 
Proceeds from sales of shares   74,949,167    70,121,983 
Net asset value of shares issued to shareholders          
for reinvestment of dividends and distributions   465,412    —   
Proceeds from short-term redemption fees   428    27 
Cost of shares redeemed   (10,107,191)   (597,483)
Net increase in net assets resulting from          
share transactions   65,307,816    84,914,014 
Total increase in net assets   74,099,076    89,926,686 
           
NET ASSETS:          
Beginning of period   89,926,686    —   
End of period (including undistributed net investment          
income of $720,814 and $123,588, respectively)  $164,025,762   $89,926,686 

 

The accompanying notes are an integral part of these financial statements.

12
 

BBH GLOBAL CORE SELECT
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class N share outstanding throughout each period.

 

   For the six
months ended
April 30, 2014
(unaudited)
  For the period from
March 28, 2013
(commencement
of operations) to
October 31, 2013
Net asset value, beginning of period  $10.99   $10.00 
Income from investment operations:          
Net investment income1   0.07    0.03 
Net realized and unrealized gain   0.68    0.96 
Total income from investment operations   0.75    0.99 
Less dividends and distributions:          
From net investment income   (0.02)   —   
From net realized gains   (0.03)   —   
Total dividends and distributions   (0.05)   —   
Short-term redemption fees   0.002    —   
Net asset value, end of period  $11.69   $10.99 
Total return   6.85%   9.90%
           
Ratios/Supplemental data:          
Net assets, end of period (in millions)  $162   $88 
Ratio of expenses to average net assets before reductions   1.37%3   1.87%3
Fee waiver   0.11%3,4   0.61%3,4
Expense offset arrangement   0.01%3   0.01%3
Ratio of expenses to average net assets after reductions   1.25%3   1.25%3
Ratio of net investment income to average net assets   1.22%3   0.50%3
Portfolio turnover rate   4%   6%5

 

1Calculated using average shares outstanding for the period.
2Less than $ 0.01.
3Annualized.
4The ratio of expenses to average net assets for the six months period ended April 30, 2014 and the period ended October 31, 2013 reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.25%. The agreement is effective for the period beginning on March 28, 2013 through April 1, 2014, and has been renewed by all parties to the agreement through May 1, 2015. For the six months ended April 30, 2014 and the period ended October 31, 2013 the waived fees were $74,692 and $152,928, respectively.
5Represents Fund portfolio turnover for the period ended October 31, 2013.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201413
 

BBH GLOBAL CORE SELECT
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for a Retail Class share outstanding throughout each period.

 

   For the six
months ended
April 30, 2014
(unaudited)
  For the period from
April 2, 2013
(commencement
of operations) to
October 31, 2013
Net asset value, beginning of period  $10.98   $10.00 
Income from investment operations:          
Net investment income1   0.04    0.002
Net realized and unrealized gain   0.70    0.98 
Total income from investment operations   0.74    0.98 
Less dividends and distributions:          
From net investment income   (0.01)   —   
From net realized gains   (0.03)   —   
Total dividends and distributions   (0.04)   —   
Short-term redemption fees2   0.00    0.00 
Net asset value, end of period  $11.68   $10.98 
Total return   6.72%   9.80%
           
Ratios/Supplemental data:          
Net assets, end of period (in millions)  $2   $2        
Ratio of expenses to average net assets before                 
reductions   4.32%3   4.88%3
Fee waiver   2.81%3,4   3.37%3,4
Expense offset arrangement   0.01%3   0.01%3
Ratio of expenses to average net assets after reductions   1.50%3   1.50%3
Ratio of net investment income to average net assets   0.72%3   0.02%3
Portfolio turnover rate   4%   6%5

 

1Calculated using average shares outstanding for the period.
2Less then $0.01.
3Annualized.
4The ratio of expenses to average net assets for the six months ended April 30, 2014 and the period ended October 31, 2013 reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.50%. The agreement is effective for the period beginning on March 28, 2013 through April 1, 2014, and has been renewed by all parties to the agreement through May 1, 2015. For the six months ended April 30, 2014 and the period ended October 31, 2013, the waived fees were $28,789 and $17,913, respectively.
5Represents Fund portfolio turnover for the period ended October 31, 2013.

The accompanying notes are an integral part of these financial statements.

14
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS
April 30, 2014 (unaudited)

 

1.Organization. The Fund is a separate, non-diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund is the successor to the BBH private investment fund, BBH Global Funds, LLC – Global Core Select, which launched on April 2, 2012. The Fund commenced operations on March 28, 2013. The Fund offers both Class N shares and Retail Class shares. Neither Class N shares nor Retail Class shares convert to any other class of shares of the Fund. As of April 30, 2014, there were six series of the Trust.
2.Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund:
A.Valuation of Investments. (1) The value of investments listed on a securities exchange is based on the last sale price on that exchange prior to the time when assets are valued, or in the absence of recorded sales, at the average of readily available closing bid and asked prices on such exchange; (2) securities not traded on an exchange are valued at the average of the quoted bid and asked prices in the over-the-counter market; (3) securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board of Trustees (“Board”); (4) short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board; (5) for securities traded on international exchanges, if events which may affect the value of the Fund’s securities occur after the close of the primary exchange on which such securities trade and before the Fund’s net asset value is next determined, then those securities will be fair valued as determined in good faith under supervision of the Board. The Fund currently uses a systematic fair value model provided by an independent third party to value international securities on a daily basis.
B.Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Dividend income and other distributions received from portfolio securities are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of securities received at ex-date. Distributions received on securities that represent a return of capital or a capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued daily. Investment income is recorded net of any foreign taxes withheld where recovery of such tax is uncertain.
FINANCIAL STATEMENT APRIL 30, 201415
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

C.Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
D.Repurchase Agreements. The Fund may enter into repurchase agreements. Repurchase agreements are transactions in which the Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price normally is in excess of the purchase price, reflecting an agreed upon interest rate. The rate is effective for the period of time that assets of the Fund are invested in the agreement and is not related to the coupon rate on the underlying security. The Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the investment adviser. The Fund’s custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The investment adviser, custodian or sub-custodian will monitor the value of the underlying collateral each day to ensure that the value of the security always equals or exceeds the repurchase price. Repurchase agreements are subject to credit risks. Information regarding repurchase agreements held by the Fund is included in the Portfolio of Investments.
E.Foreign Currency Translations. The accounting records of the Fund are maintained in U.S dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange of such currency against the U.S. dollar to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. Upon the purchase or sale of a security denominated in foreign currency, the Fund may enter into forward foreign currency exchange contracts for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transaction. Reported net realized gains and losses arise from the sales of portfolio securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. The effect of changes in foreign exchange rates on foreign denominated securities is reflected in the net realized and unrealized gain or loss on investments in securities. Net unrealized appreciation or depreciation on foreign currency translations arise from changes in the value of the assets and liabilities, excluding investments in securities, at period end, resulting from changes in the exchange rate.
F.Federal Income Taxes. The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries, as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.
16
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

Realized gains in certain countries may be subject to foreign taxes at the Fund level, based on statutory rates. The Fund accrues for such foreign taxes on net realized and unrealized gains at the appropriate rate for each jurisdiction, as applicable. The amount, if any, is disclosed as a liability on the Statement of Assets and Liabilities.

It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV.

The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the six months ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for all open tax years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

G.Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $474,475 and $6,484 to Class N shares and Retail Class shareholders, respectively, during the six months ended April 30, 2014.
FINANCIAL STATEMENT APRIL 30, 201417
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

As of October 31, 2013 the components of accumulated earnings/(deficit) on a tax basis were as follows:

  Components of accumulated earnings/(deficit):
      Undistributed
ordinary
income
  Undistributed
long-term
capital gain
  Accumulated
earnings
  Accumulated
capital and
other losses
  Other
book/tax
temporary differences
  Unrealized
appreciation/ (depreciation)
  Total
accumulated
earnings/
(deficit)
  2013:   $370,647   $30,379   $401,026     $(8)   $6,064,578   $6,465,596

 

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and they will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital losses.

Total distributions paid may differ from amounts reported in the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

To the extent future capital gains are offset by capital loss carryforwards; such gains will not be distributed.

H.Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates.
I.“Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Management has determined that there is no impact to the financial statements.
3.Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in
18
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements.

4.Fees and Other Transactions with Affiliates.
A.Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund pays a combined fee for investment advisory and administrative services calculated daily and paid monthly at an annual rate equivalent to 0.95% of the Fund’s average daily net assets. For the six months ended April 30, 2014, the Fund incurred $628,569 under the Agreement.
B.Investment Advisory and Administrative Fee Waivers. Effective March 28, 2013 (commencement of operations), the SID contractually agreed to limit the annual fund operating expenses (excluding interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Fund’s business and for Retail Class, amounts payable pursuant to any plan adopted in accordance with Rule 12b-1) of Class N and Retail Class to 1.25%. The agreement will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. The agreement may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2014, the SID waived fees in the amount of $74,692 and $28,789 for Class N and Retail Class, respectively.
C.Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.15% of Class N and Retail Class shares’ average daily net assets. For the six months ended April 30, 2014, the Fund incurred shareholder servicing fees in the amount of $97,719 and $1,529 for Class N and Retail Class, respectively.
D.Distribution (12b-1) Fees. The Fund has adopted a distribution plan pursuant to Rule 12b-1 for Retail Class shares that allows the Fund to pay distribution and other fees for the sale of its shares and for services provided to shareholders. Because these fees are paid out of the Fund’s assets continuously, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The maximum annual distribution fee for Retail Class shares is 0.25% of the average daily net assets of the Retail Class shares of the Fund. With this
FINANCIAL STATEMENT APRIL 30, 201419
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

agreement, it is anticipated that total operating expenses for Retail Class shares will be 1.50% of the average daily net assets. For the six months ended April 30, 2014, Retail Class shares of the Fund incurred $2,562 for Distribution (12b-1) Fees.

E.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the fund’s net assets. For the six months ended April 30, 2014, the Fund incurred $26,416 in custody and fund accounting fees. These fees for the Fund were reduced by $3,961 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2014, was $0.
F.Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the six months ended April 30, 2014, the Fund incurred $47,929 in non-interested Trustee compensation and reimbursements.
5.Investment Transactions. For the six months ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $68,670,745 and $5,115,172, respectively.
20
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

6.Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N and Retail Class shares of beneficial interest at no par value. Transactions in Class N and Retail Class shares were as follows:
   For the six months ended
April 30, 2014 (unaudited)
  10/31/2013*
   Shares  Dollars  Shares  Dollars
Class N                    
Share issued in connection                    
with the merger   —     $—      1,538,949   $15,389,487 
Shares sold   6,612,308    74,153,279    6,505,378    68,120,976 
Shares issued in connection                    
with reinvestments of                    
dividends   41,919    460,270    —      —   
Proceeds from short-term                    
redemption fees   N/A    8    N/A    —   
Shares redeemed   (843,542)   (9,703,296)   (21,215)   (221,696)
Net increase   5,810,685   $64,910,261    8,023,112   $83,288,767 

 

   For the six months ended
April 30, 2014 (unaudited)
  10/31/2013**
   Shares  Dollars  Shares  Dollars
Retail Class                    
Shares sold   71,128   $795,888    192,744   $2,001,007 
Shares issued in connection                    
with reinvestments of                    
dividends   469    5,142    —      —   
Proceeds from short-term                    
redemption fees   N/A    420    N/A    27 
Shares redeemed   (35,902)   (403,895)   (35,793)   (375,787)
Net increase   35,695   $397,555    156,951   $1,625,247 

 

*The period represented is from March 28, 2013 (commencement of operations) to October 31, 2013.
**The period represented is from April 2, 2013 (commencement of operations) to October 31, 2013.
FINANCIAL STATEMENT APRIL 30, 201421
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

7.Acquisition of BBH Global Funds, LLC – Global Core Select Series. On March 28, 2013, the Fund acquired all of the net assets of BBH Global Funds, LLC – Global Core Select Series (the “Series”), a series of a multi-series limited liability company organized under the Delaware Limited Liability Company Act, pursuant to an Agreement and Plan of Reorganization and Exchange executed by BBH Trust and the Managing Member of BBH Global Funds, LLC. The purpose of the transaction was to combine two funds with like investment objectives and strategies under one registered investment adviser. The acquisition was accomplished by a tax-free exchange of 1,538,949 shares of the Fund, valued at $15,389,487, for all of the membership units of the Series outstanding on March 28, 2013. The investment portfolio of the Series, with a fair value of $13,231,593 and identified cost of $11,778,669 at March 28, 2013, was the principal asset acquired by the Fund. For financial reporting purposes, assets received by and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Series was carried forward to align the ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Immediately prior to the merger, the Fund had net assets of $0.
8.Principal Risk Factors and Indemnifications.
A.Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). Capital controls imposed by foreign governments in response to economic or political events may impact the ability of the Fund to buy, sell or otherwise transfer securities or currency (capital controls risk), non-U.S. currencies invested in by the Fund depreciating against the U.S. dollar (currency exchange rate risk), risks from investing in securities of issuers based in developing countries (emerging markets risk), or price movements may occur due to factors affecting individual companies, such as the issuance of an unfavorable earnings report, or other events affecting particular industries or the equity market as a whole (equity securities risk), or certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk). The value of securities held by the Fund may fall due to changing economic, political, regulatory or market conditions, or due to a company’s or issuer’s individual situation (market risk). Stocks of medium-sized companies tend to be more volatile and less liquid than stocks of large companies (medium-sized company risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to assumption of large positions in securities of a small number of issuers (non-diversification risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s

22
 

BBH GLOBAL CORE SELECT
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.

Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.

B.Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
9.Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.
FINANCIAL STATEMENT APRIL 30, 201423
 

BBH GLOBAL CORE SELECT
DISCLOSURE OF FUND EXPENSES
April 30, 2014 (unaudited)

 

EXAMPLE

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the 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 (November 1, 2013 to April 30, 2014).

ACTUAL EXPENSES

The first line of the table below provides information about actual account values and actual expenses. You may use 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 the Period” to estimate the expenses you paid on your account during the period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% Hypothetical Example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

24
 

BBH GLOBAL CORE SELECT
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2014 (unaudited)

 

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 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
November 1, 2013
  Ending
Account Value
April 30, 2014
  Expenses Paid
During Period
November 1, 2013 to
April 30, 20141
Class N            
Actual   $1,000   $1,069   $6.41
Hypothetical2   $1,000   $1,019   $6.26

 

    Beginning
Account Value
November 1, 2013
  Ending
Account Value
April 30, 2014
  Expenses Paid
During Period
November 1, 2013 to
April 30, 20141
Retail Class            
Actual   $1,000   $1,067   $7.69
Hypothetical2   $1,000   $1,017   $7.50

 

1Expenses are equal to the Fund’s annualized expense ratio of 1.25% and 1.50% for Class N and Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
2Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses.
FINANCIAL STATEMENT APRIL 30, 201425
 

BBH GLOBAL CORE SELECT
DISCLOSURE OF ADVISOR SELECTION
April 30, 2014 (unaudited)

 

Investment Advisory and Administrative Services Agreement Approval

The 1940 Act requires that the continuance of a fund’s investment advisory agreements must be approved annually both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.

The Board, a majority of whom are Independent Trustees, held an in-person meeting on December 10, 2013, to consider whether to renew the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. In approving the renewal of the Agreement with respect to the Fund for an additional one year term, the Board determined that the terms of the Agreement were fair and reasonable and that they had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.

Both in the meeting specifically held to address the continuance of the Agreement and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser and BBH, including information about personnel, operations and Fund performance. The Board also received third-party comparative performance and fee and expense information for the Fund. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Board met in executive session outside the presence of Fund management.

The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.

Nature, Extent and Quality of Services

The Board noted that, pursuant to the Agreement with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including the supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Fund noting that BBH also provides administrative, custody, fund accounting and shareholder servicing services to the Fund.

26
 

BBH GLOBAL CORE SELECT
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

The Board considered the scope and quality of services provided by the Investment Adviser under the Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board also considered brokerage policies and practices, the standards applied in seeking best execution and policies and practices regarding soft dollars. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. The Board noted that in the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Agreement.

Fund Performance

The Board received and considered performance information for the Fund. The Board considered the Fund’s performance relative to a peer category of other mutual funds. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of the third party who prepared the peer category analysis. In addition, the Board received detailed performance information for the Fund at other meetings held during the year. The Board noted that the Fund has had limited time to operate given that it launched on March 28, 2013. However, in its review of performance for the since inception period, the Board noted that the Fund’s performance was consistent with the investment approach communicated to investors. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.

Fund Expenses

The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board also considered and reviewed the fee waiver arrangement that was in place for the Fund and considered the actual fee rates, after taking into account the waiver. The Board considered the depth and range of services provided pursuant to the Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiations.

FINANCIAL STATEMENT APRIL 30, 201427
 

BBH GLOBAL CORE SELECT
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

Costs of Services Provided and Profitability

With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly. The Board reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior two-year period. The data also included the effect of revenue generated by the shareholder servicing, custody, fund accounting and administration fees paid by the Fund to BBH. The Board reviewed the allocation methods used in preparing the profitability data. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH such as the increased visibility of BBH’s investment management business due to the distribution of the Funds through various broker dealer platforms as well as the research services acquired by BBH through soft dollars. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser and BBH’s profitability was not excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian, fund accounting and shareholder servicing agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.

Economies of Scale

The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board noted that the fee schedule for the Fund does not contain breakpoints. Based on information they had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that it was unnecessary at this time to consider breakpoints with respect to the Fund. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

28
 

BBH GLOBAL CORE SELECT
CONFLICTS OF INTEREST
April 30, 2014 (unaudited)

 

Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them, For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.

Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.

Purchases and sales of securities for the Fund may be aggregated with orders for other BBH client accounts. BBH, however, is not required to aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that aggregating is not practicable, or in cases involving client direction.

Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

FINANCIAL STATEMENT APRIL 30, 201429
 

BBH GLOBAL CORE SELECT
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

The Investment Adviser may direct brokerage transactions and/or payment of a portion of client commissions (“soft dollars”) to specific brokers or dealers or other providers to pay for research or other appropriate services which provide, in the Investment Adviser’s view, appropriate assistance to the Investment Adviser in the investment decision-making process (including with respect to futures, fixed-price offerings and over-the-counter transactions). The use of a broker that provides research and securities transaction services may result in a higher commission than that offered by a broker who does not provide such services. The Investment Adviser will determine in good faith whether the amount of commission is reasonable in relation to the value of research and services provided and whether the services provide lawful and appropriate assistance in its investment decision-making responsibilities.

Research or other services obtained in this manner may be used in servicing any or all of the Funds and other BBH client accounts, including in connection with BBH client accounts that do not pay commissions to the broker related to the research or other service arrangements. Such products and services may disproportionately benefit other BBH client accounts relative to the Fund based on the amount of brokerage commissions paid by the Fund and such other BBH client accounts. For example, research or other services that are paid for through one client’s commissions may not be used in managing that client’s account. In addition, other BBH client accounts may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services that may be provided to the Fund and to such other BBH client accounts. To the extent that BBH uses soft dollars, it will not have to pay for those products and services itself.

BBH may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a particular broker-dealer. To the extent that BBH receives research on this basis, many of the same conflicts related to traditional soft dollars may exist. For example, the research effectively will be paid by client commissions that also will be used to pay for the execution, clearing, and settlement services provided by the broker-dealer and will not be paid by BBH.

BBH may endeavor to execute trades through brokers who, pursuant to such arrangements, provide research or other services in order to ensure the continued receipt of research or other services BBH believes are useful in its investment decision-making process. BBH may from time to time choose not to engage in the above described arrangements to varying degrees. BBH may also enter into commission sharing arrangements under which BBH may execute transactions through a broker-dealer, and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research to BBH. To the extent that BBH engages in commission sharing arrangements, many of the same conflicts related to traditional soft dollars may exist.

30
 

BBH GLOBAL CORE SELECT
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.

From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH has adopted and implemented policies

FINANCIAL STATEMENT APRIL 30, 201431
 

BBH GLOBAL CORE SELECT
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.

The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.

32
 

Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005

Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203

Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
 

Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005


To obtain information or make shareholder inquiries:

By telephone:   Call 1-800-575-1265
By E-mail send your request to:   bbhfunds@bbh.com
On the internet:   www.bbhfunds.com

 

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Funds at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.

A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

 
 



Semi-Annual Report

APRIL 30, 2014

BBH International Equity Fund

 
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO ALLOCATION
April 30, 2014 (unaudited)

 

COUNTRY DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Australia  $45,655,466    5.5%
Belgium   7,469,946    0.9 
China   12,255,646    1.5 
Denmark   10,499,394    1.3 
Finland   8,668,789    1.0 
France   95,884,214    11.6 
Germany   49,312,360    5.9 
Hong Kong   42,134,134    5.1 
Israel   10,182,424    1.2 
Italy   10,272,491    1.2 
Japan   163,121,470    19.6 
Netherlands   26,469,918    3.2 
Singapore   24,759,752    3.0 
Spain   38,035,938    4.6 
Sweden   12,591,567    1.5 
Switzerland   91,392,660    11.0 
Taiwan   13,092,876    1.6 
United Kingdom   149,134,720    18.0 
Cash and Other Assets in Excess of Liabilities   19,269,063    2.3 
NET ASSETS  $830,202,828    100.0%

 

All data as of April 30, 2014. The BBH International Equity Fund’s (the “Fund”) country diversification is expressed as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

2
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO ALLOCATION (continued)
April 30, 2014 (unaudited)

 

SECTOR DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Basic Materials  $25,582,999    3.1%
Communications   70,453,764    8.5 
Consumer Cyclical   77,070,696    9.3 
Consumer Non-Cyclical   265,026,459    31.9 
Diversified   6,938,587    0.8 
Energy   96,544,376    11.6 
Financials   97,732,834    11.8 
Industrials   79,482,969    9.6 
Technology   43,873,483    5.3 
Utilities   48,227,598    5.8 
Cash and Other Assets in Excess of Liabilities   19,269,063    2.3 
NET ASSETS  $830,202,828    100.0%

 

All data as of April 30, 2014. The Fund’s sector diversification is expressed as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20143
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS
April 30, 2014 (unaudited)

 

Shares     Value
     COMMON STOCKS (97.7%)     
     AUSTRALIA (5.5%)     
     CONSUMER NON-CYCLICAL     
 733,000   Coca-Cola Amatil, Ltd.  $6,333,966 
 75,900   Cochlear, Ltd.   4,144,524 
 135,500   CSL, Ltd.   8,631,182 
 254,600   Woolworths, Ltd.   8,839,207 
         27,948,879 
     ENERGY     
 223,000   Woodside Petroleum, Ltd.   8,459,138 
     FINANCIALS     
 1,133,551   AMP, Ltd.   5,326,330 
 363,732   QBE Insurance Group, Ltd.   3,921,119 
         9,247,449 
     Total Australia   45,655,466 
           
     BELGIUM (0.9%)     
     CONSUMER NON-CYCLICAL     
 132,000   Colruyt SA   7,469,946 
     UNITS     
 5,618   Ageas1   0 
     Total Belgium   7,469,946 
           
     CHINA (1.5%)     
     ENERGY     
 1,489,000   China Shenhua Energy Co., Ltd. (Class H)   4,024,546 
 5,006,000   CNOOC, Ltd.   8,231,100 
     Total China   12,255,646 
           
     DENMARK (1.3%)     
     CONSUMER NON-CYCLICAL     
 231,500   Novo Nordisk AS (Class B)   10,499,394 
     Total Denmark   10,499,394 
           
     FINLAND (1.0%)     
     INDUSTRIALS     
 202,300   Kone OYJ (Class B)   8,668,789 
     Total Finland   8,668,789 

 

The accompanying notes are an integral part of these financial statements.

4
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares     Value
   COMMON STOCKS (continued)   
   FRANCE (11.6%)   
   BASIC MATERIALS   
 58,200   Air Liquide SA  $8,330,320 
     COMMUNICATIONS     
 648,573   Orange SA   10,530,872 
     CONSUMER CYCLICAL     
 21,600   LVMH Moet Hennessy Louis Vuitton SA   4,250,257 
     CONSUMER NON-CYCLICAL     
 116,600   Danone SA   8,613,521 
 81,400   Essilor International SA   8,707,349 
 47,900   L’Oreal SA   8,242,516 
 120,600   Sanofi   12,999,109 
         38,562,495 
     ENERGY     
 178,137   Total SA   12,732,609 
     FINANCIALS     
 68,512   Societe Generale SA   4,264,662 
     INDUSTRIALS     
 149,692   Cie de St-Gobain   9,162,831 
 58,893   Vallourec SA   3,483,526 
 60,430   Vinci SA   4,566,642 
         17,212,999 
     Total France   95,884,214 
           
     GERMANY (5.9%)     
     COMMUNICATIONS     
 619,269   Deutsche Telekom AG   10,381,189 
     CONSUMER CYCLICAL     
 82,100   Adidas AG   8,763,387 
 61,932   Daimler AG (Class REGISTERED)   5,735,146 
         14,498,533 
     DIVERSIFIED     
 67,325   GEA Group AG   3,014,523 
     TECHNOLOGY     
 207,234   SAP AG   16,676,069 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20145
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares     Value
   COMMON STOCKS (continued)   
   GERMANY (continued)   
   UTILITIES   
 124,413   RWE AG  $4,742,046 
     Total Germany   49,312,360 
           
     HONG KONG (5.1%)     
     COMMUNICATIONS     
 1,264,500   China Mobile, Ltd.   12,022,384 
     DIVERSIFIED     
 62,800   Jardine Matheson Holdings, Ltd.   3,924,064 
     FINANCIALS     
 1,795,000   AIA Group, Ltd.   8,706,081 
 1,473,643   Hang Lung Properties, Ltd.   4,403,007 
         13,109,088 
     UTILITIES     
 622,000   CLP Holdings, Ltd.   4,974,480 
 3,518,792   Hong Kong & China Gas Co., Ltd.   8,104,118 
         13,078,598 
     Total Hong Kong   42,134,134 
           
     ISRAEL (1.2%)     
     CONSUMER NON-CYCLICAL     
 208,400   Teva Pharmaceutical Industries, Ltd. ADR   10,182,424 
     Total Israel   10,182,424 
           
     ITALY (1.2%)     
     ENERGY     
 395,178   ENI SpA   10,272,491 
     Total Italy   10,272,491 
           
     JAPAN (19.6%)     
     BASIC MATERIALS     
 143,000   Shin-Etsu Chemical Co., Ltd.   8,396,595 
     COMMUNICATIONS     
 252,500   NTT DOCOMO, Inc.   4,009,629 

 

The accompanying notes are an integral part of these financial statements.

6
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares     Value
     COMMON STOCKS (continued)     
     JAPAN (continued)     
     CONSUMER CYCLICAL     
 188,500   Denso Corp.  $8,584,282 
 219,800   Honda Motor Co., Ltd.   7,272,763 
 49,300   Shimamura Co., Ltd.   4,594,935 
         20,451,980 
     CONSUMER NON-CYCLICAL     
 110,300   Astellas Pharma, Inc.   1,227,715 
 329,700   Chugai Pharmaceutical Co., Ltd.   8,317,416 
 268,500   Kao Corp.   10,111,760 
 485,400   Kirin Holdings Co., Ltd.   6,714,970 
 176,500   Seven & I Holdings Co., Ltd.   6,964,926 
 184,000   Takeda Pharmaceutical Co., Ltd.   8,264,858 
         41,601,645 
     ENERGY     
 636,500   Inpex Corp.   9,272,379 
     FINANCIALS     
 191,620   Aeon Mall Co., Ltd.   4,566,138 
 84,200   Daito Trust Construction Co., Ltd.   8,564,847 
 418,400   Tokio Marine Holdings, Inc.   12,332,768 
         25,463,753 
     INDUSTRIALS     
 144,300   Daikin Industries, Ltd.   8,335,420 
 48,100   FANUC Corp.   8,663,704 
 186,200   Hoya Corp.   5,494,294 
 26,625   Keyence Corp.   10,266,069 
 320,300   Komatsu, Ltd.   7,061,464 
         39,820,951 
     TECHNOLOGY     
 335,700   Canon, Inc.   10,508,344 
 63,000   Tokyo Electron, Ltd.   3,596,194 
         14,104,538 
     Total Japan   163,121,470 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20147
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares     Value
   COMMON STOCKS (continued)   
   NETHERLANDS (3.2%)   
   COMMUNICATIONS   
 262,192   Reed Elsevier NV  $5,351,153 
     CONSUMER NON-CYCLICAL     
 544,796   Koninklijke Ahold NV   10,523,535 
     ENERGY     
 268,340   Royal Dutch Shell, Plc. (Class A)   10,595,230 
     Total Netherlands   26,469,918 
           
     SINGAPORE (3.0%)     
     COMMUNICATIONS     
 2,440,000   Singapore Telecommunications, Ltd.   7,446,279 
     FINANCIALS     
 599,603   DBS Group Holdings, Ltd.   8,110,560 
 308,720   United Overseas Bank, Ltd.   5,352,846 
         13,463,406 
     INDUSTRIALS     
 899,000   SembCorp Industries, Ltd.   3,850,067 
     Total Singapore   24,759,752 
           
     SPAIN (4.6%)     
     COMMUNICATIONS     
 683,616   Telefonica SA   11,470,795 
     CONSUMER CYCLICAL     
 56,300   Inditex SA   8,464,995 
     FINANCIALS     
 11,860   Banco Santander SA1   118,176 
 557,512   Banco Santander SA   5,555,197 
         5,673,373 
     UTILITIES     
 1,779,540   Iberdrola SA   12,426,775 
     Total Spain   38,035,938 

 

The accompanying notes are an integral part of these financial statements.

8
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares     Value
   COMMON STOCKS (continued)   
   SWEDEN (1.5%)   
   COMMUNICATIONS   
 297,272   Telefonaktiebolaget LM Ericsson (Class B)  $3,567,746 
     CONSUMER CYCLICAL     
 221,000   Hennes & Mauritz AB (Class B)   9,023,821 
     Total Sweden   12,591,567 
           
     SWITZERLAND (11.0%)     
     BASIC MATERIALS     
 22,300   Syngenta AG   8,856,084 
     CONSUMER CYCLICAL     
 6,500   Swatch Group AG   4,185,585 
     CONSUMER NON-CYCLICAL     
 247,613   Nestle SA   19,152,566 
 252,907   Novartis AG   21,982,699 
 31,000   Roche Holding AG   9,115,193 
 3,350   SGS SA   8,373,789 
         58,624,247 
     FINANCIALS     
 34,135   Zurich Insurance Group AG1   9,796,581 
     INDUSTRIALS     
 412,032   ABB, Ltd.1   9,930,163 
     Total Switzerland   91,392,660 
           
     TAIWAN (1.6%)     
     TECHNOLOGY     
 896,000   Taiwan Semiconductor Manufacturing Co., Ltd.   3,535,326 
 475,500   Taiwan Semiconductor Manufacturing Co., Ltd. ADR   9,557,550 
     Total Taiwan   13,092,876 
           
     UNITED KINGDOM (18.0%)     
     COMMUNICATIONS     
 38,937   Pearson, Plc.   729,714 
 1,301,132   Vodafone Group, Plc.   4,944,003 
         5,673,717 
     CONSUMER CYCLICAL     
 1,015,806   Compass Group, Plc.   16,195,525 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20149
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Shares        Value
     COMMON STOCKS (continued)     
     UNITED KINGDOM (continued)     
     CONSUMER NON-CYCLICAL     
 1,473,403   G4S, Plc.       $   5,879,407
 411,692   GlaxoSmithKline, Plc.       11,352,218
 81,800   Intertek Group, Plc.       4,020,498
 105,200   Reckitt Benckiser Group, Plc.       8,504,452
 399,200   Smith & Nephew, Plc.       6,210,686
 2,314,135   Tesco, Plc.       11,473,744
 271,913   Unilever, Plc.       12,172,889
             59,613,894
     ENERGY     
 280,695   AMEC, Plc.       5,865,149
 905,226   BG Group, Plc.       18,341,351
 1,037,433   BP, Plc.       8,750,383
             32,956,883
     FINANCIALS     
 854,810   HSBC Holdings, Plc.       8,734,760
 368,400   Standard Chartered, Plc.       7,979,762
             16,714,522
     UTILITIES     
 1,277,000   Centrica, Plc.       7,114,060
 765,784   National Grid, Plc.       10,866,119
             17,980,179
     Total United Kingdom       149,134,720
     Total Common Stocks (Identified cost $603,838,615)    810,933,765
TOTAL INVESTMENTS (Identified cost $603,838,615)2   97.7%  $810,933,765
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES   2.3   19,269,063
NET ASSETS   100.0%  $830,202,828

 

1Non-income producing security.
2The aggregate cost for federal income tax purposes is $603,838,615, the aggregate gross unrealized appreciation is $233,494,080 and the aggregate gross unrealized depreciation is $26,398,930, resulting in net unrealized appreciation of $207,095,150.

Abbreviations:

ADR – American Depositary Receipt

The accompanying notes are an integral part of these financial statements.

10
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

FAIR VALUE MEASUREMENTS

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and 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, for example, the risk inherent in a particular valuation technique used to measure fair value, including the model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three levels defined by the fair value hierarchy are as follows:

Level 1 – unadjusted quoted prices in active markets for identical investments.
Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201411
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations and over-the-counter derivatives and foreign equity securities whose values could be impacted by events occurring before the Fund’s pricing time, but after the close of the securities’ primary markets and are, therefore, fair valued according to procedures adopted by the Board of Trustees. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.

Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.

The accompanying notes are an integral part of these financial statements.

12
 

BBH INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.

Investments, at value  Unadjusted
Quoted Prices in
Active Markets
for Identical
Investments
(Level 1)*
  Significant
Other
Observable
Inputs
(Level 2)*
  Significant
Unobservable
Inputs
(Level 3)*
  Balance as of
April 30, 2014
Australia  $—     $45,655,466   $—     $45,655,466 
Belgium   —      7,469,946    —      7,469,946 
China   —      12,255,646    —      12,255,646 
Denmark   —      10,499,394    —      10,499,394 
Finland   —      8,668,789    —      8,668,789 
France   —      95,884,214    —      95,884,214 
Germany   —      49,312,360    —      49,312,360 
Hong Kong   —      42,134,134    —      42,134,134 
Israel   10,182,424    —      —      10,182,424 
Italy   —      10,272,491    —      10,272,491 
Japan   —      163,121,470    —      163,121,470 
Netherlands   —      26,469,918    —      26,469,918 
Singapore   —      24,759,752    —      24,759,752 
Spain   —      38,035,938    —      38,035,938 
Sweden   —      12,591,567    —      12,591,567 
Switzerland   —      91,392,660    —      91,392,660 
Taiwan   9,557,550    3,535,326    —      13,092,876 
United Kingdom   —      149,134,720    —      149,134,720 
Investments, at value  $19,739,974   $791,193,791   $—     $810,933,765 

 

*The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014, based on the valuation input levels on October 31, 2013.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201413
 

BBH INTERNATIONAL EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2014 (unaudited)

 

ASSETS:     
Investments in securities, at value (Identified cost $603,838,615)  $810,933,765 
Cash   24,305,059 
Foreign currency at value (Identified cost $344,388)   345,408 
Receivables for:     
Dividends   4,910,293 
Investments sold   468,552 
Shares sold   38,344 
Prepaid assets   1,532 
Total Assets   841,002,953 
LIABILITIES:     
Payables for:     
Investments purchased   10,025,881 
Investment advisory and administrative fees   532,149 
Shareholder servicing fees   149,809 
Custody and fund accounting fees   42,549 
Shares redeemed   17,955 
Professional fees   16,151 
Board of Trustees’ fees   4,217 
Distributor fees   2,324 
Transfer agent fees   2,146 
Accrued expenses and other liabilities   6,944 
Total Liabilities   10,800,125 
      
NET ASSETS  $830,202,828 
Net Assets Consist of:     
Paid-in capital  $685,850,458 
Undistributed net investment income   10,884,189 
Accumulated net realized loss on investments in securities     
and foreign exchange transactions   (73,644,466)
Net unrealized appreciation/(depreciation) on investments in     
securities and foreign currency translations   207,112,647 
Net Assets  $830,202,828 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($743,479,218 ÷ 47,735,201 shares outstanding)  $15.58 
CLASS I SHARES     
($86,723,610 ÷ 5,556,301 shares outstanding)  $15.61 

 

The accompanying notes are an integral part of these financial statements.

14
 

BBH INTERNATIONAL EQUITY FUND
STATEMENT OF OPERATIONS
For the six months ended April 30, 2014 (unaudited)

 

NET INVESTMENT INCOME:     
Income:     
Dividends (net of foreign withholding taxes of $854,349)  $15,922,554 
Interest and other income   89 
Total Income   15,922,643 
Expenses:     
Investment advisory and administrative fees   3,079,133 
Shareholder servicing fees   866,832 
Custody and fund accounting fees   117,047 
Board of Trustees’ fees   47,801 
Professional fees   38,392 
Transfer agent fees   12,596 
Distributor fees   10,168 
Miscellaneous expenses   56,757 
Total Expenses   4,228,726 
Expense offset arrangement   (6,613)
Net Expenses   4,222,113 
Net Investment Income   11,700,530 
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   5,773,610 
Net realized gain on foreign exchange transactions and translations   234,406 
Net realized gain on investments in securities and foreign     
exchange transactions and translations   6,008,016 
Net change in unrealized appreciation/(depreciation) on     
investments in securities   6,993,852 
Net change in unrealized appreciation/(depreciation) on     
foreign currency translations   (62,524)
Net change in unrealized appreciation/(depreciation) on     
investments in securities and foreign currency translations   6,931,328 
Net Realized and Unrealized Gain   12,939,344 
Net Increase in Net Assets Resulting from Operations  $24,639,874 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201415
 

BBH INTERNATIONAL EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

   For the six
months ended
April 30, 2014
(unaudited)
  For the
year ended
October 31, 2013
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $11,700,530   $12,109,263 
Net realized gain on investments in securities and          
foreign exchange transactions and translations   6,008,016    7,124,317 
Net change in unrealized appreciation/(depreciation)          
on investments in securities and foreign          
currency translations   6,931,328    105,039,134 
Net increase in net assets resulting from          
operations   24,639,874    124,272,714 
Dividends and distributions declared:          
From net investment income:          
Class N   (11,905,318)   (10,629,842)
Class I   (1,475,716)   (1,622,915)
Total dividends and distributions declared   (13,381,034)   (12,252,757)
Share transactions:          
Proceeds from sales of shares   62,869,290    172,732,999 
Net asset value of shares issued to shareholders for          
reinvestment of dividends and distributions   13,341,423    12,203,623 
Proceeds from short-term redemption fees   5    23 
Cost of shares redeemed   (27,475,717)   (107,190,196)
Net increase in net assets resulting from          
share transactions   48,735,001    77,746,449 
Total increase in net assets   59,993,841    189,766,406 
           
NET ASSETS:          
Beginning of period   770,208,987    580,442,581 
End of period (including undistributed net investment          
income of $10,884,189 and $12,564,693, respectively)  $830,202,828   $770,208,987 

 

The accompanying notes are an integral part of these financial statements.

16
 

BBH INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class N share outstanding throughout each period

 

   For the six
months ended
April 30, 2014
(unaudited)
 



For the years ended October 31,
     2013  2012  2011  2010  2009
Net asset value, beginning                  
of period  $15.38   $13.05   $12.66   $13.05   $11.98   $10.73 
Income from investment operations:                              
Net investment income1   0.23    0.25    0.27    0.26    0.23    0.21 
Net realized and unrealized                              
gain (loss)   0.23    2.35    0.45    (0.45)   1.03    1.74 
Total income (loss) from                              
investment operations   0.46    2.60    0.72    (0.19)   1.26    1.95 
Less dividends and distributions:                              
From net investment income   (0.26)   (0.27)   (0.33)   (0.20)   (0.19)   (0.37)
From net realized gains   —      —      —      —      —      (0.33)
Total dividends and                              
distributions   (0.26)   (0.27)   (0.33)   (0.20)   (0.19)   (0.70)
Short-term redemption fees   0.002    0.002    0.002    0.002    —      —   
Net asset value, end of period  $15.58   $15.38   $13.05   $12.66   $13.05   $11.98 
Total return   3.12%   20.27%   6.05%   (1.49)%   10.61%   19.69%
                               
Ratios/Supplemental data:                              
Net assets, end of period                              
(in millions)  $743          $695       $510       $644       $573       $471 
Ratio of expenses to average net                              
assets before reductions   1.12%3   1.14%   1.17%   1.16%   1.17%   1.19%
Expense offset arrangement   0.00%3,4   0.00%4   0.00%4   0.00%4   0.00%4   0.01%
Ratio of expenses to average net                              
assets after reductions   1.12%3   1.14%   1.17%   1.16%   1.17%   1.18%
Ratio of net investment income                              
to average net assets   3.02%3   1.79%   2.18%   1.98%   1.85%   2.04%
Portfolio turnover rate   6%   14%   12%   13%   11%   34%

 

1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Annualized.
4Less than 0.01%.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201417
 

BBH INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for a Class I share outstanding throughout each period

 

   For the six
months ended
April 30, 2014
(unaudited)
 



For the years ended October 31,
     2013  2012  2011  2010  2009
Net asset value, beginning                  
of period  $15.43   $13.08   $12.70   $13.09   $12.01   $10.77 
Income from investment operations:                              
Net investment income1   0.24    0.28    0.30    0.29    0.24    0.24 
Net realized and unrealized                              
gain (loss)   0.23    2.37    0.45    (0.45)   1.05    1.75 
Total income (loss) from                              
investment operations   0.47    2.65    0.75    (0.16)   1.29    1.99 
Less dividends and distributions:                              
From net investment income   (0.29)   (0.30)   (0.37)   (0.23)   (0.21)   (0.42)
From net realized gains   —      —      —      —      —      (0.33)
Total dividends and                              
distributions   (0.29)   (0.30)   (0.37)   (0.23)   (0.21)   (0.75)
Short-term redemption fees   —      —      —      —      —      —   
Net asset value, end of period  $15.61   $15.43   $13.08   $12.70   $13.09   $12.01 
Total return   3.19%   20.64%   6.31%   (1.26)%   10.88%   20.01%
                               
Ratios/Supplemental data:                              
Net assets, end of period                              
(in millions)  $87          $75       $70        $97   $82       $39     
Ratio of expenses to average net                              
assets before reductions   0.88%2   0.90%   0.94%   0.92%   0.93%   0.93%
Expense offset arrangement   0.00%2,3   0.00%3   0.00%3   0.01%   0.00%3   0.00%3
Ratio of expenses to average net                              
assets after reductions   0.88%2   0.90%   0.94%   0.91%   0.93%   0.93%
Ratio of net investment income                              
to average net assets   3.25%2   2.01%   2.42%   2.22%   1.96%   2.29%
Portfolio turnover rate   6%   14%   12%   13%   11%   34%

 

1Calculated using average shares outstanding for the period.
2Annualized.
3Less than 0.01%.

The accompanying notes are an integral part of these financial statements.

18
 

BBH INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
April 30, 2014 (unaudited)

 

1.Organization. The Fund is a separate, non-diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on June 6, 1997. On February 20, 2001, the Board of Trustees (“Board”) of the Trust reclassified the Fund’s outstanding shares as “Class N,” and established a new class of shares designated as “Class I”. Class I commenced operations on October 30, 2002. Class N and Class I shares have different operating expenses. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of April, 2014, there were six series of the Trust.
2.Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund:
A.Valuation of Investments. (1) The value of investments listed on a securities exchange is based on the last sale price on that exchange prior to the time when assets are valued, or in the absence of recorded sales, at the average of readily available closing bid and asked prices on such exchange; (2) Securities not traded on an exchange are valued at the average of the quoted bid and asked prices in the over-the-counter market; (3) securities or other assets for which market quotations are not readily available are valued at “fair value” in accordance with procedures established by and under the general supervision and responsibility of the Board; (4) for securities traded on international exchanges, if events which may affect the value of the Fund’s securities occur after the close of the primary exchange on which such securities trade and before the Fund’s net asset value is next determined, then those securities will be fair valued as determined in good faith under the supervision of the Board. The Fund currently uses a systematic fair value model provided by an independent third party to value international securities on a daily basis; (5) short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board.
B.Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Dividend income and other distributions received from portfolio securities are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of securities received at ex-date. Distributions received on securities that represent a return of capital or a capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued daily. Investment income is recorded net of any foreign taxes withheld where recovery of such tax is uncertain.
FINANCIAL STATEMENT APRIL 30, 201419
 

BBH INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

C.Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
D.Forward Foreign Currency Exchange Contracts. The Fund may enter into forward foreign currency exchange contracts (Contracts) in connection with planned purchases or sales of securities to hedge the U.S. dollar value of securities denominated in a particular currency, or to increase or shift its exposure to a currency other than U.S. dollars. The Fund has no specific limitation on the percentage of assets which may be committed to these types of Contracts. The Fund could be exposed to risks if the counterparties to the Contracts are unable to meet the terms of their Contracts or if the value of the foreign currency changes unfavorably. The U.S. dollar values of foreign currency underlying all contractual commitments held by the Fund are determined using forward foreign currency exchange rates supplied by a quotation service. As of April 30, 2014, the Fund had no open contracts.

During the six months ended April 30, 2014, the average monthly notional amount of forward foreign currency exchange contracts was $7,876,914. The corresponding volumes for the period ranged from $6,967,442 to $12,385,961.

Effect of Forward Foreign Currency Exchange Contracts on the Statement of Operations

      
  Net Realized Gain on Forward Foreign Currency Exchange Contracts  $225,633 
        
  Net Change in Unrealized Appreciation/(Depreciation) on Forward Foreign     
  Currency Exchange Contracts  $(47,556)

 

E.Foreign Currency Translations. The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange of such currency against the U.S. dollar to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. Upon the purchase or sale of a security denominated in foreign currency, the Fund may enter into forward foreign currency exchange contracts for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transaction. Reported net realized gains and losses arise from the sales of portfolio securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. The effect of changes
20
 

BBH INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

in foreign exchange rates on foreign denominated securities is reflected in the net realized and unrealized gain or loss on investments in securities. Net unrealized appreciation or depreciation on foreign currency translations arise from changes in the value of the assets and liabilities, excluding investments in securities, at period end, resulting from changes in the exchange rate.

F.Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult.
G.Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV.

The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the six months ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

FINANCIAL STATEMENT APRIL 30, 201421
 

BBH INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

H.Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $11,905,318 and $1,475,716 to Class N shares and Class I shares, respectively, during the six months ended April 30, 2014.

The tax character of distributions paid during the fiscal years ended October 31, 2013 and 2012, respectively, were as follows:

  Distributions paid from:
      Ordinary
income
    Net
long-term
capital gain
    Total
taxable
distributions
    Tax return
of capital
    Total
distributions
paid
 
  2013:  $12,252,757    —     $12,252,757    —     $12,252,757 
  2012:   14,956,905    —      14,956,905    —      14,956,905 

 

As of October 31, 2013 and 2012, respectively, the components of accumulated earnings/(deficit) on a tax basis were as follows:

  Components of accumulated earnings/(deficit):
      Undistributed ordinary
income
    Undistributed long-term
capital gain
    Accumulated
earnings
    Accumulated
capital and
other losses
    Other
book/tax
temporary
differences
    Unrealized
appreciation/
(depreciation)
    Total
accumulated
earnings/
(deficit)
 
 2013:   $12,612,249    —     $12,612,249   $(74,183,898)  $(5,516,141)  $200,181,319   $133,093,529 
 2012:    12,063,789    —      12,063,789    (81,799,171)   —      90,808,954    21,073,572 

 

As of October 31, 2013, the Fund’s net capital loss carryforward expires as follows:

     Expiration Date  Amount
  Pre-December 31, 2010 Capital Losses  10/31/2017  $62,728,716 
     10/31/2019   5,166,463 
  Post December 31, 2010 Capital Losses  No Expiration   6,288,719 
       Total capital loss carryforward     $74,183,898 

 

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and they will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital losses.

22
 

BBH INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

Total distributions paid may differ from amounts reported in the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

I.Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates.
J.“Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Management has determined that there is no impact to the financial statements.
3.Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements.
4.Fees and Other Transactions with Affiliates
A.Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH employs a “manager-of-managers” investment approach, whereby it allocates the Fund’s assets among the Fund’s sub-advisers, currently Mondrian Investment Partners Limited and Walter Scott & Partners Limited (together, “Sub-advisers”). The Sub-advisers are responsible for investing the assets of the Fund and the Investment Adviser oversees the Sub-advisers and evaluates their performance results. BBH also provides administrative services to the Fund. The Fund’s investment advisory and administrative services fee is calculated daily and paid monthly at an annual rate equivalent to at 0.80% per annum
FINANCIAL STATEMENT APRIL 30, 201423
 

BBH INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

on the first $1,000,000,000 of average daily net assets and 0.70% per annum on all average daily net assets over $1,000,000,000. The Investment Adviser pays each Sub-adviser a percentage from its investment advisory and administrative fees. For the six months ended April 30, 2014 the Fund incurred $3,079,133 for services under the Agreement.

B.Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.25% of Class N shares’ average daily net assets. For the six months ended April 30, 2014, Class N shares of the Fund incurred $866,832 in shareholder servicing fees.
C.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the Fund’s net asset value. For the six months ended April 30, 2014, the Fund incurred $117,047 in custody and fund accounting fees. These fees for the Fund were reduced by $6,613 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2014, was $0.
D.Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the six months ended April 30, 2014, the Fund incurred $47,801 in non-interested Trustee compensation and reimbursements.
5.Investment Transactions. For the six months ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $88,088,067 and $47,702,772, respectively.
24
 

BBH INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

6.Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N shares and Class I shares of beneficial interest, at no par value. Transactions in Class N shares and Class I shares were as follows:
   For the six months ended
April 30, 2014 (unaudited)
  For the year ended
October 31, 2013
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   3,336,980   $50,199,966    10,126,980   $143,135,611 
Shares issued in                    
connection with                    
reinvestments of                    
dividends   813,276    11,865,706    800,962    10,580,708 
Proceeds from short-term                    
redemption fees   N/A    5    N/A    23 
Shares redeemed   (1,631,487)   (24,234,783)   (4,796,253)   (67,115,997)
Net increase   2,518,769   $37,830,894    6,131,689   $86,600,345 
Class I                    
Shares sold   827,343   $12,669,324    2,060,256   $29,597,388 
Shares issued in                    
connection with                    
reinvestments of                    
dividends   101,007    1,475,717    122,855    1,622,915 
Shares redeemed   (217,307)   (3,240,934)   (2,726,572)   (40,074,199)
Net increase (decrease)   711,043   $10,904,107    (543,461)  $(8,853,896)

 

FINANCIAL STATEMENT APRIL 30, 201425
 

BBH INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

7.Principal Risk Factors and Indemnifications.
A.Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to the assumption of large positions in securities of a small number of issuers (non-diversification risk), prohibition of, or restrictions on, the ability to transfer currency, securities and other assets (capital controls risk), non-U.S. currencies invested in by the Fund depreciating against the U.S. dollar (currency exchange rate risk), risks from investing in securities of issuers based in developing countries (emerging markets risk), certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk), or investment styles of the Sub-advisers not complementing each other (multi-manager risk). The value of securities held by the Fund may fall due to changing economic, political, regulatory or market conditions, or due to a company’s or issuer’s individual situation (market risk). The Fund invests in equity securities whose prices rise and fall due to factors affecting individual companies, particular industries or the equity markets as a whole (equity securities risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.

Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.

B.Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
8.Subsequent Events. Management has evaluated events and transactions that may have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.
26
 

BBH INTERNATIONAL EQUITY FUND
DISCLOSURE OF FUND EXPENSES
April 30, 2014 (unaudited)

 

EXAMPLE

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the 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 (November 1, 2013 to April 30, 2014).

ACTUAL EXPENSES

The first line of the table provides information about actual account values and actual expenses. You may use 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 the period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

FINANCIAL STATEMENT APRIL 30, 201427
 

BBH INTERNATIONAL EQUITY FUND
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2014 (unaudited)

 

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 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
November 1, 2013
  Ending
Account Value
April 30, 2014
  Expenses Paid
During Period
November 1, 2013
to April 30, 20141
Class N            
Actual   $1,000   $1,031   $5.64
Hypothetical2   $1,000   $1,019   $5.61
             
    Beginning
Account Value
November 1, 2013
  Ending
Account Value
April 30, 2014
  Expenses Paid
During Period
November 1, 2013
to April 30, 20141
Class I            
Actual   $1,000   $1,032   $4.43
Hypothetical2   $1,000   $1,020   $4.41

 

1Expenses are equal to the Fund’s annualized expense ratio of 1.12% and 0.88% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
2Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses.
28
 

BBH INTERNATIONAL EQUITY FUND
DISCLOSURE OF ADVISOR SELECTION
April 30, 2014 (unaudited)

 

Investment Advisory and Administrative Services and Sub-Advisory Agreements Approval

The 1940 Act requires that the continuance of a fund’s investment advisory agreements must be approved annually both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.

The Board, a majority of whom are Independent Trustees, held an in-person meeting on December 10, 2013, to consider whether to renew the Investment Advisory and Administrative Services Agreement (the “Advisory Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. The Board also considered the renewal of the sub-advisory agreements (the “Sub-Advisory Agreements” and, together with the Advisory Agreement, the “Agreements”) between the Investment Adviser and each of Walter Scott & Parters Limited (“Walter Scott”) and Mondrian Investment Partners Limited (“Mondrian” and, together with Walter Scott, the “Sub-Advisers”). In approving the renewal of the Agreements with respect to the Fund for an additional one year term, the Board determined that the terms of the Agreements were fair and reasonable and that they had received sufficient information to make an informed business decision with respect to the continuation of the Agreements.

Both in the meeting specifically held to address the continuance of the Agreements and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser, Sub-Advisers and BBH, including information about personnel, operations and Fund performance. The Board also received third-party comparative performance and fee and expense information for the Fund. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Board met in executive session outside the presence of Fund management.

The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreements. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreements, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.

Nature, Extent and Quality of Services

The Board noted that, pursuant to the Advisory Agreement with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing administrative services and overseeing the investment advisory services provided to the Fund. Pursuant to the Sub-advisory Agreements, the Sub-Advisers, subject to the supervision of the Investment Adviser and the Board are responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies.

FINANCIAL STATEMENT APRIL 30, 201429
 

BBH INTERNATIONAL EQUITY FUND
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including the supervision of the Sub-Advisers, supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Fund noting that BBH also provides administrative, custody, fund accounting and shareholder servicing services to the Fund. The Board considered the scope and quality of services provided by the Adviser under the Advisory Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board noted that in the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Advisory Agreement.

The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Sub-Advisers, particularly portfolio management in light of the narrower scope of services performed by the Sub-Advisers. The Board also considered brokerage policies and practices, and the standards applied in seeking best execution. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. In addition, the Board received reports on the foregoing topics at other meetings held during the year. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Sub-Advisory Agreements.

Fund Performance

The Board received and considered performance information for the Fund. The Board considered the Fund’s performance relative to a peer category of other mutual funds. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of the third party who prepared the peer category analysis. In addition, the Board received detailed performance information for the Fund at other meetings held during the year. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer funds, noting that the Fund has outperformed in the 3, 4, 5, and 10 year periods. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.

30
 

BBH INTERNATIONAL EQUITY FUND
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

Fund Expenses

The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board considered the depth and range of services provided pursuant to the Advisory Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiation.

The Board also considered the fees paid to the Sub-Advisers for their services to the Fund. The compensation paid to the Sub-Advisers is paid by the Investment Adviser, not the Fund directly, and, accordingly, the retention of the Sub-Advisers does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.

Costs of Services Provided and Profitability

With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly, and to the Sub-Advisers. The Board reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior two-year period. The data also included the effect of revenue generated by the shareholder servicing, custody, fund accounting and administration fees paid by the Fund to BBH. The Board reviewed the allocation methods used in preparing the profitability data. The Board also reviewed the Sub-Advisers’ profitability data for the Fund. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that neither the Investment Adviser and BBH’s nor the Sub-Advisers’ profitability was not excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH, the Investment Adviser, and the Sub-Advisers, as applicable, as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian, fund accounting and shareholder servicing agent. In light of the costs of providing services pursuant to the Advisory Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.

FINANCIAL STATEMENT APRIL 30, 201431
 

BBH INTERNATIONAL EQUITY FUND
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

Economies of Scale

The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board considered the fee schedule for the Fund, noting the existence of a graduated investment advisory fee schedule. Based on information they had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that the breakpoints for the Fund were reasonable. The Board concluded that the fees paid by the Fund to the Investment Adviser and the Sub-Advisers were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser and the Sub-Advisers.

32
 

BBH INTERNATIONAL EQUITY FUND
CONFLICTS OF INTEREST
April 30, 2014 (unaudited)

 

Conflicts of Interest

Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them, For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.

Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.

Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.

From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.

FINANCIAL STATEMENT APRIL 30, 201433
 

BBH INTERNATIONAL EQUITY FUND
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.

The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.

34
 

Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005

Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203

Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
 

Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005


To obtain information or make shareholder inquiries:

By telephone:   Call 1-800-575-1265
By E-mail send your request to:   bbhfunds@bbh.com
On the internet:   www.bbhfunds.com

 

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Fund at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.

A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

  
 

Semi-Annual Report

APRIL 30, 2014

BBH INTERMEDIATE MUNICIPAL BOND FUND

  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO ALLOCATION
April 30, 2014 (unaudited)

 

BREAKDOWN BY SECURITY TYPE

   U.S. $ Value  Percent of
Net Assets
Municipal Bonds  $52,369,418    103.5%
Liabilities in Excess of Other Assets   (1,789,761)   (3.5)
NET ASSETS  $50,579,657    100.0%

 

All data as of April 30, 2014. The BBH Intermediate Municipal Bond Fund’s (the “Fund”) sector diversification is expressed as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

2
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (103.5%)        
     Arizona (0.9%)        
$305,000   Salt Verde Financial Corp.,        
     Revenue Bonds  12/01/19   5.250%  $344,812
 80,000   Salt Verde Financial Corp.,        
     Revenue Bonds  12/01/28   5.250   89,548
     Total Arizona          434,360
              
     California (2.5%)        
 85,000   California Health Facilities Financing        
     Authority, Revenue Bonds  08/15/24   5.250   98,019
 1,000,000   California State Public Works Board,        
     Revenue Bonds  09/01/33   5.000   1,097,140
 50,000   Los Angeles County Metropolitan        
     Transportation Authority,        
     Revenue Bonds1  07/01/27   0.338   46,456
     Total California          1,241,615
              
     Colorado (0.5%)        
 320,000   Denver Health & Hospital Authority,        
     Revenue Bonds1  12/01/33   1.258   259,770
     Total Colorado          259,770
              
     Connecticut (2.3%)        
 140,000   Connecticut Housing Finance Authority,        
     Revenue Bonds  11/15/23   3.450   141,044
 1,000,000   State of Connecticut, General        
     Obligation Bonds1  08/15/20   1.140   1,018,810
     Total Connecticut          1,159,854
              
     District of Columbia (0.4%)        
 180,000   Metropolitan Washington Airports        
     Authority, Revenue Bonds  10/01/21   5.000   210,114
     Total District of Columbia          210,114

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20143
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Florida (4.8%)             
$1,000,000   Florida HomeLoan Corp., Revenue Bonds2  07/01/45   3.000%  $1,045,530 
 1,080,000   Greater Orlando Aviation Authority,             
     Revenue Bonds  10/01/27   5.000    1,189,609 
 170,000   Miami-Dade County, Revenue Bonds  10/01/22   5.000    198,667 
     Total Florida           2,433,806 
                   
     Georgia (2.6%)             
 65,000   Chatham County Hospital Authority,             
     Revenue Bonds  01/01/26   5.000    72,652 
 1,000,000   State of Georgia, General             
     Obligation Bonds  02/01/22   5.000    1,218,080 
     Total Georgia           1,290,732 
                   
     Hawaii (2.7%)             
 155,000   State of Hawaii Airports System Revenue,             
     Revenue Bonds  07/01/18   5.000    174,373 
 125,000   State of Hawaii Department of Budget &             
     Finance, Revenue Bonds1  07/01/29   0.267    115,907 
 1,000,000   State of Hawaii Department of             
     Transportation, Certificates of             
     Participation  08/01/28   5.000    1,078,150 
     Total Hawaii           1,368,430 
                   
     Illinois (7.1%)             
 250,000   Chicago Transit Authority,             
     Revenue Bonds  06/01/19   5.500    279,573 
 245,000   Illinois State Finance Authority,             
     Revenue Bonds  11/15/32   5.000    265,756 
 1,300,000   Lake County Community Consolidated             
     School District No. 73 Hawthorn,             
     General Obligation Bonds  12/01/19   0.000    1,151,423 
 1,000,000   Railsplitter Tobacco Settlement Authority,             
     Revenue Bonds  06/01/19   5.000    1,149,730 
 250,000   State of Illinois, General Obligation Bonds  04/01/26   5.000    274,658 
 475,000   State of Illinois, General Obligation Bonds  09/01/28   5.000    495,572 
     Total Illinois           3,616,712 

 

The accompanying notes are an integral part of these financial statements.

4
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
Maturity
Date
  Interest
Rate
  Value
   MUNICIPAL BONDS (continued)           
   Kansas (1.8%)           
$1,000,000   City of St. Marys, Revenue Bonds1  04/15/32 04/15/32   0.120%  $899,448 
     Total Kansas             899,448 
                     
     Kentucky (6.0%)               
 1,000,000   Carroll County, Revenue Bonds1  10/01/32 10/01/32   0.140    923,839 
 750,000   Kentucky Housing Corp., Revenue Bonds  07/01/17 07/01/17   3.800    793,432 
 750,000   Kentucky Housing Corp., Revenue Bonds  01/01/18 01/01/18   4.000    787,710 
 500,000   Kentucky Housing Corp., Revenue Bonds  07/01/19 07/01/19   4.250    532,340 
     Total Kentucky             3,037,321 
                     
     Maine (2.1%)               
 1,000,000   Finance Authority of Maine,               
     Revenue Bonds  02/01/16 02/01/16   4.650    1,047,700 
     Total Maine             1,047,700 
                     
     Maryland (9.5%)               
 1,000,000   Anne Arundel County, General               
     Obligation Bonds  04/01/23 04/01/23   5.000    1,222,590 
 150,000   City of Baltimore, Revenue Bonds1  07/01/32 07/01/32   0.060    136,308 
 1,000,000   Howard County, General               
     Obligation Bonds  02/15/22 02/15/22   5.000    1,215,870 
 1,000,000   Montgomery County, General               
     Obligation Bonds3  05/01/14 05/01/14   0.080    1,000,000 
 1,000,000   State of Maryland, General               
     Obligation Bonds  03/01/21 03/01/21   5.000    1,209,550 
     Total Maryland             4,784,318 
                     
     Massachusetts (5.6%)               
 1,000,000   City of Boston, General Obligation Bonds  03/01/23     5.000    1,226,980 
 375,000   Commonwealth of Massachusetts,               
     General Obligation Bonds1  12/01/30 12/01/30   0.060    337,465 
 1,000,000   Massachusetts Health & Educational               
     Facilities Authority, Revenue Bonds  07/01/22 07/01/22   5.500    1,259,570 
     Total Massachusetts             2,824,015 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20145
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)        
     Michigan (4.4%)        
$1,000,000   Detroit City School District, General        
     Obligation Bonds  05/01/30   5.250%  $1,110,250
 1,000,000   Michigan State Hospital Finance        
     Authority, Revenue Bonds  06/01/25   5.000   1,124,870
     Total Michigan          2,235,120
              
     Missouri (2.9%)        
 300,000   Health & Educational Facilities Authority        
     of the State of Missouri,        
     Revenue Bonds1  06/01/31   0.393   268,827
 1,000,000   Missouri State Environmental        
     Improvement & Energy Resources        
     Authority, Revenue Bonds  01/01/23   5.000   1,223,080
     Total Missouri          1,491,907
              
     Montana (1.0%)        
 500,000   Montana Board of Housing,        
     Revenue Bonds2  12/01/43   3.000   518,020
     Total Montana          518,020
              
     New Hampshire (2.0%)        
 1,000,000   New Hampshire Health & Education        
     Facilities Authority Act,        
     Revenue Bonds3  05/01/14   0.080   1,000,000
     Total New Hampshire          1,000,000
              
     New Jersey (6.5%)        
 400,000   New Jersey Economic Development        
     Authority, Revenue Bonds1  03/01/28   1.720   389,832
 250,000   New Jersey State Turnpike Authority,        
     Revenue Bonds1  01/01/30   0.350   232,250
 2,500,000   New Jersey Transportation Trust Fund        
     Authority, Revenue Bonds  12/15/30   0.000   1,131,450
 6,500,000   Tobacco Settlement Financing Corp.,        
     Revenue Bonds  06/01/41   0.000   1,534,715
     Total New Jersey          3,288,247

 

The accompanying notes are an integral part of these financial statements.

6
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     New York (11.3%)             
$50,000   Metropolitan Transportation Authority,             
     Revenue Bonds1  11/01/22   0.303%  $48,441 
 1,000,000   Metropolitan Transportation Authority,             
     Revenue Bonds1  11/01/22   0.304    968,804 
 1,000,000   New York City, General Obligation Bonds3  05/01/14   0.090    1,000,000 
 80,000   New York State Energy Research &             
     Development Authority, Revenue Bonds1  12/01/26   0.383    72,181 
 580,000   New York State Energy Research &             
     Development Authority, Revenue Bonds1  07/01/29   0.380    537,108 
 1,000,000   New York State Energy Research &             
     Development Authority, Revenue Bonds1  01/01/39   0.105    863,182 
 1,000,000   New York State Thruway Authority,             
     Revenue Bonds  05/01/19   5.000    1,155,130 
 950,000   Port Authority of New York & New Jersey,             
     Revenue Bonds  11/01/19   5.000    1,073,937 
     Total New York           5,718,783 
                   
     North Carolina (6.0%)             
 600,000   Charlotte-Mecklenburg Hospital Authority,             
     Revenue Bonds3  05/01/14   0.070    600,000 
 1,000,000   Mecklenburg County, General Obligation             
     Bonds  12/01/21   5.000    1,212,950 
 1,000,000   Wake County, General Obligation Bonds  03/01/25   5.000    1,242,160 
     Total North Carolina           3,055,110 
                   
     Oklahoma (2.0%)             
 1,000,000   Oklahoma Capital Improvement Authority,             
     Revenue Bonds3  05/01/14   0.130    1,000,000 
     Total Oklahoma           1,000,000 
                   
     Pennsylvania (4.2%)             
 1,000,000   Philadelphia Hospitals & Higher Education             
     Facilities Authority, Revenue Bonds3  05/01/14   0.090    1,000,000 
 1,000,000   School District of Philadelphia, General             
     Obligation Bonds  09/01/20   5.000    1,136,550 
     Total Pennsylvania           2,136,550 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20147
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Tennessee (0.3%)             
$150,000   Clarksville Natural Gas Acquisition Corp.,             
     Revenue Bonds  12/15/19   5.000%  $168,013 
     Total Tennessee           168,013 
                   
     Texas (10.7%)             
 500,000   City of Houston Airport System Revenue,             
     Revenue Bonds  07/01/18   5.000    570,020 
 100,000   City of Houston Airport System Revenue,             
     Revenue Bonds  07/01/19   5.000    114,308 
 350,000   City of Houston Airport System Revenue,             
     Revenue Bonds1  07/01/30   0.240    319,413 
 125,000   City of Houston Airport System Revenue,             
     Revenue Bonds1  07/01/32   0.304    113,154 
 1,000,000   State of Texas, General Obligation Bonds  10/01/20   5.000    1,202,150 
 1,000,000   Texas Municipal Gas Acquisition &             
     Supply Corp. I, Revenue Bonds1  12/15/26   0.856    875,440 
 1,000,000   Texas Municipal Gas Acquisition &             
     Supply Corp. II, Revenue Bonds1  09/15/17   0.590    998,820 
 1,000,000   Texas Transportation Commission State             
     Highway Fund, Revenue Bonds  04/01/23   5.000    1,223,500 
     Total Texas           5,416,805 
                   
     Virginia (0.5%)             
 250,000   Sussex County Industrial Development             
     Authority, Revenue Bonds1  06/01/28   2.375    250,000 
     Total Virginia           250,000 

 

The accompanying notes are an integral part of these financial statements.

8
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Washington (2.9%)             
$1,000,000   Port of Seattle, Revenue Bonds  02/01/24   5.000%  $1,117,930 
 180,000   Washington State Housing Finance             
     Commission, Revenue Bonds  12/01/21   2.900    178,907 
 185,000   Washington State Housing Finance             
     Commission, Revenue Bonds  12/01/22   3.050    185,831 
     Total Washington           1,482,668 
     Total Municipal Bonds             
     (Identified cost $52,094,608)          $52,369,418 
TOTAL INVESTMENTS (Identified cost $52,094,608)4   103.5%   52,369,418 
LIABILITIES IN EXCESS OF OTHER ASSETS      (3.5)   (1,789,761)
NET ASSETS      100.0%  $50,579,657 

 

1Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the April 30, 2014 coupon or interest rate.
2Represents a security purchased on a when-issued basis.
3Variable rate demand note. The maturity date reflects the demand repayment dates. The interest rate changes on specific dates (such as coupon or interest payment date). The yield shown represents the coupon or interest rate as of April 30, 2014.
4The aggregate cost for federal income tax purposes is $52,094,608, the aggregate gross unrealized appreciation is $337,145 and the aggregate gross unrealized depreciation is $62,335, resulting in net unrealized appreciation of $274,810.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 20149
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

FAIR VALUE MEASUREMENTS

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and 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, for example, the risk inherent in a particular valuation technique used to measure fair value, including the model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three levels defined by the fair value hierarchy are as follows:

Level 1 – unadjusted quoted prices in active markets for identical investments.
Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.

The accompanying notes are an integral part of these financial statements.

10
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2014 (unaudited)

 

Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations and over-the-counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.

Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.

Investments, at value   Unadjusted
Quoted Prices in
Active Markets
for Identical
Investments
(Level 1)*
  Significant
Other
Observable
Inputs
(Level 2)*
  Significant
Unobservable
Inputs
(Level 3)*
  Balance as of
April 30, 2014
Municipal Bonds   $ –   $52,369,418   $ –   $52,369,418
Total Investments, at value   $ –   $52,369,418   $ –   $52,369,418
 
 
*The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201411
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2014 (unaudited)

 

ASSETS:     
Investments in securities, at value (Identified cost $52,094,608)  $52,369,418 
Cash   33,649 
Receivables for:     
Investments sold   1,232,991 
Interest   361,291 
Investment advisory and administrative fees waiver reimbursement   18,448 
Other assets   35,727 
Total Assets   54,051,524 
LIABILITIES:     
Payables for:     
Investments purchased   3,396,518 
Periodic distributions   39,500 
Investment advisory and administrative fees   16,036 
Professional fees   7,841 
Board of Trustees’ fees   4,006 
Custody and fund accounting fees   3,439 
Transfer agent fees   1,508 
Distributor fees   1,139 
Accrued expenses and other liabilities   1,880 
Total Liabilities   3,471,867 
      
NET ASSETS  $50,579,657 
Net Assets Consist of:     
Paid-in capital  $50,180,150 
Undistributed net investment income   80 
Accumulated net realized gain on investments in securities   124,617 
Net unrealized appreciation/(depreciation) on investments in securities   274,810 
Net Assets  $50,579,657 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($25,216 ÷ 2,500 shares outstanding)  $10.09 
CLASS I SHARES     
($50,554,441 ÷ 5,015,505 shares outstanding)  $10.08 

 

The accompanying notes are an integral part of these financial statements.

12
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
STATEMENT OF OPERATIONS
For the period from April 1, 2014 (commencement of operations) to April 30, 2014 (unaudited)

 

NET INVESTMENT INCOME:   
Income:   
Interest and other income  $59,768 
Total Income   59,768 
Expenses:     
Investment advisory and administrative fees   16,037 
Professional fees   7,841 
Board of Trustees’ fees   4,006 
Custody and fund accounting fees   3,439 
Transfer agent fees   1,508 
Distributor fees   1,139 
Miscellaneous expenses   4,526 
Total Expenses   38,496 
Investment advisory and administrative fees waiver   (18,448)
Net Expenses   20,048 
Net Investment Income   39,720 
NET REALIZED AND UNREALIZED:     
Net realized gain on investments in securities   124,617 
Net change in unrealized appreciation/(depreciation) on investments     
in securities   274,810 
Net Realized and Unrealized Gain   399,427 
Net Increase in Net Assets Resulting from Operations  $439,147 

 

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201413
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
STATEMENT OF CHANGES IN NET ASSETS

 

   For the period
from April 1, 2014
(commencement
of operations) to
April 30, 2014
INCREASE IN NET ASSETS:     
Operations:     
Net investment income  $39,720 
Net realized gain on investments in securities   124,617 
Net change in unrealized appreciation/(depreciation) on investments     
in securities   274,810 
Net increase in net assets resulting from operations   439,147 
Dividends and distributions declared:     
From net investment income:     
Class N   (18)
Class I   (39,622)
Total dividends and distributions declared   (39,640)
Share transactions:     
Proceeds from sales of shares   50,180,010 
Net asset value of shares issued to shareholders for reinvestment of     
dividends and distributions   140 
Net increase in net assets resulting from share transactions   50,180,150 
Total increase in net assets   50,579,657 
      
NET ASSETS:     
Beginning of period   —   
End of period (including undistributed net investment income of $80)  $50,579,657 

 

The accompanying notes are an integral part of these financial statements.

14
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class N share outstanding throughout each period.

 

   For the period
from April 1, 2014
(commencement
of operations) to
April 30, 2014
Net asset value, beginning of period  $10.00 
Income from investment operations:     
Net investment income1   0.01 
Net realized and unrealized gain   0.09 
Total income from investment operations   0.10 
Less dividends and distributions:     
From net investment income   (0.01)
Total dividends and distributions   (0.01)
Net asset value, end of period  $10.09 
Total return   0.97%
      
Ratios/Supplemental data:     
Net assets, end of period (in millions)  $02 
Ratio of expenses to average net assets before reductions   1.15%3
Fee waiver   0.50%3,4
Ratio of expenses to average net assets after reductions   0.65%3
Ratio of net investment income to average net assets   1.23%3
Portfolio turnover rate   23%5
 

1Calculated using average shares outstanding for the period.
2Less than $500,000
3Annualized.
4The ratio of expenses to average net assets for the period ended April 30, 2014 reflect fees reduced as result of a contractual operating expense limitation of the share class to 0.65%. The agreement is effective for the period beginning on April 1, 2014 and will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. For the period ended April 30, 2014 the waived fees were $8.
5Represents Fund portfolio turnover for the period ended April 30, 2014.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 201415
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for a Class I share outstanding throughout each period.

 

   For the period
from April 1, 2014
(commencement
of operations) to
April 30, 2014
Net asset value, beginning of period  $10.00 
Income from investment operations:     
Net investment income1   0.01 
Net realized and unrealized gain   0.08 
Total income from investment operations   0.09 
Less dividends and distributions:     
From net investment income   (0.01)
Total dividends and distributions   (0.01)
Net asset value, end of period  $10.08 
Total return   0.88%
      
Ratios/Supplemental data:     
Net assets, end of period (in millions)  $51 
Ratio of expenses to average net assets before reductions   0.96%2
Fee waiver   0.46%2,3
Ratio of expenses to average net assets after reductions   0.50%2
Ratio of net investment income to average net assets   0.99%2
Portfolio turnover rate   23%4
 

1Calculated using average shares outstanding for the period.
2Annualized.
3The ratio of expenses to average net assets for the period ended April 30, 2014 reflect fees reduced as result of a contractual operating expense limitation of the share class to 0.50%. The agreement is effective for the period beginning on April 1, 2014 and will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. For the period ended April 30, 2014 the waived fees were $18,440.
4Represents Fund portfolio turnover for the period ended April 30, 2014.

The accompanying notes are an integral part of these financial statements.

16
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
NOTES TO FINANCIAL STATEMENTS
April 30, 2014 (unaudited)

 

1.Organization. The Fund is a separate, diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on April 1, 2014. The Fund offers both Class N shares and Class I shares. Class N and Class I shares have different operating expenses. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of April 30, 2014, there were six series of the Trust.
2.Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund:
A.Valuation of Investments. Bonds and other fixed income securities, including restricted securities (other than short-term obligations but including listed issues) are valued at their most recent bid prices (sales price if the principal market is an exchange) in the principal market in which such securities are normally traded, on the basis of valuations furnished by a pricing service, use of which has been approved by the Board of Trustees (“Board”). In making such valuations, the pricing service utilizes both dealer supplied valuations and electronic data processing techniques, which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance upon quoted prices, or exchange or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities.

Securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. Short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board.

B.Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Interest income is accrued daily and consists of interest accrued, discount earned (including, if any, both original issue and market discount) and premium amortization on the investments of the Fund. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the
FINANCIAL STATEMENT APRIL 30, 201417
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

collection of all or a portion of the interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

C.Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
D.Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV.

The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the period ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

E.Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders, if any, are generally declared and paid monthly and are recorded on the ex-dividend date. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $18 and $39,622 to Class N and Class I shares, respectively, during the period ended April 30, 2014.
18
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and they will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital losses.

Total distributions paid may differ from amounts reported in the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

F.Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates.
G.“Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Management has determined that there is no impact to the financial statements.
3.Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements.
4.Fees and Other Transactions with Affiliates.
A.Investment Advisory and Administrative Fees. Effective April 1, 2014 (commencement of operations), under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund’s
FINANCIAL STATEMENT APRIL 30, 201419
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

investment advisory fee is calculated daily and paid monthly at an annual rate equivalent to 0.40% of the Fund’s average daily net assets. For the period ended April 30, 2014, the Fund incurred $16,037 for services under the Agreement.

B.Investment Advisory and Administrative Fee Waivers. Effective April 1, 2014 (commencement of operations), the SID contractually agreed to limit the annual fund operating expenses (excluding interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of the Fund’s business of Class N and Class I to 0.65% and 0.50%, respectively. The agreement will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. The agreement may only be terminated during its term with approval of the Fund’s Board of Trustees. For the period ended April 30, 2014, the SID waived fees in the amount of $8 and $18,440 for Class N and Class I, respectively.
C.Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.15% of Class N shares’ average daily net assets. For the period ended April 30, 2014, Class N Shares of the Fund incurred $2 in shareholder servicing fees.
D.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the Fund’s net asset value. For the period ended April 30, 2014, the Fund incurred $3,439 in custody and fund accounting fees. As of April 30, 2014, these fees for the Fund were not reduced as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the period ended April 30, 2014, was $0.
E.Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the period ended April 30, 2014, the Fund incurred $4,006 in non-interested Trustee compensation and reimbursements.
20
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

5.Investment Transactions. For the period ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities other than short-term investments were $64,245,149 and $12,245,010, respectively.
6.Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N shares and Class I shares of beneficial interest, at no par value. Transactions in Class N and Class I shares were as follows:
   For the period ended
April 30, 2014*
   Shares  Dollars
Class N          
Shares sold   2,498   $25,010 
Shares issued in connection with reinvestments of dividends   2    18 
Net increase   2,500   $25,028 
Class I          
Shares sold   5,015,493   $50,155,000 
Shares issued in connection with reinvestments of dividends   12    122 
Net increase   5,015,505   $50,155,122 

 

*The period represented is from April 1, 2014 (commencement of operations) to April 30, 2014.
7.Principal Risk Factors and Indemnifications.
A.Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund may invest in auction rate securities, the liquidity and price of which are subject to the risk of insufficient demand at auction or on a secondary market (auction rate securities risk). Additionally, in the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to redemption of securities by the issuer before maturity (call risk), failure of a counterparty to a transaction to perform (credit risk), changes in interest rates (interest rate risk), higher volatility for securities with longer maturities (maturity risk), difficulty in being able to purchase or sell a security (liquidity risk) and a significant position in municipal securities in a particular state (state-specific risk). Political, legislative and economic events may affect a municipal security’s value, interest payments, repayments of principal and the Fund’s ability to sell it (municipal issuer risk).

FINANCIAL STATEMENT APRIL 30, 201421
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2014 (unaudited)

 

Additionally, the Fund may invest more than 25% of total assets in municipal obligations relating to similar types of projects and, as a result, the Fund may be more sensitive to adverse economic, business or political developments (concentration risk). The Fund’s use of derivatives creates risks that are different from, or possibly greater than, the risks associated with investing directly in securities as the Fund could lose more than the principal amount invested (derivatives risk). The value of securities held by the Fund may decline in response to certain events, including: those directly involving the companies or issuers whose securities are held by the Fund; conditions affecting the general economy; overall market changes; and political and regulatory events (market risk). While the Fund endeavors to purchase only bona fide tax exempt bonds, there is a risk that a bond may be reclassified by the IRS as a taxable bond creating taxable income for the Fund and its shareholders (taxation risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.

Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.

B.Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
8.Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.
22
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
DISCLOSURE OF FUND EXPENSES
April 30, 2014 (unaudited)

 

EXAMPLE

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the 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 (April 1, 2014 (commencement of operations) to April 30, 2014).

ACTUAL EXPENSES

The first line of the table provides information about actual account values and actual expenses. You may use 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 the Period” to estimate the expenses you paid on your account during the period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

FINANCIAL STATEMENT APRIL 30, 201423
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2014 (unaudited)

 

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 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, 2014
  Ending
Account Value
April 30, 2014
  Expenses Paid
During Period
April 1, 2014 to
April 30, 20141
Class N            
Actual   $1,000   $1,010   $0.52
Hypothetical2   $1,000   $1,022   $3.26
             
    Beginning
Account Value
April 1, 2014
  Ending
Account Value
April 30, 2014
  Expenses Paid
During Period
April 1, 2014 to
April 30, 20141
Class I            
Actual   $1,000   $1,009   $0.40
Hypothetical2   $1,000   $1,022   $2.51

 

1Expenses are equal to the Fund’s annualized expense ratio of 0.65% and 0.50% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 29/365 (to reflect the period).
2Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses.
24
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
DISCLOSURE OF ADVISOR SELECTION
April 30, 2014 (unaudited)

 

Board Approval of Investment Advisory and Administrative Services Agreement

The 1940 Act requires that a fund’s investment advisory agreements must be approved both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.

The Board, a majority of whom are Independent Trustees, held an in-person meeting on March 6, 2014, to consider the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the Fund. In approving the Agreement at that time, the Board determined that the terms of the Agreement were fair and reasonable.

Both in the meetings specifically held to address the Agreement, and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser and BBH, including information about personnel operations and related performance. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) at its December 10, 2013 meeting regarding the responsibilities of trustees for the approval of investment advisory agreements and reviewed those responsibilities at this meeting. In addition, the Board met in executive session outside the presence of Fund management. The following is a summary of the factors the Board considered in making its determination to approve the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.

Pursuant to the Agreement and with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, would be responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board received and considered information specific to the Fund during the in-person meeting held on March 6, 2014, regarding the nature, extent and quality of services to be provided by the Investment Adviser. The Board also considered information received during the year regarding the nature, extent and quality of services provided to the existing series of the Trust, including portfolio management, supervision of operations and compliance and regulatory filings, disclosures to shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees, and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Trust and to be dedicated to the Fund, noting that BBH would also provide administrative, custody, accounting and shareholder services to the Fund.

FINANCIAL STATEMENT APRIL 30, 201425
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2014 (unaudited)

 

In examining the nature, extent and quality of the services to be provided pursuant to the Agreement, the Board considered the services historically provided by the Investment Adviser to the Trust’s existing series and their shareholders. In reviewing the nature, extent, and quality of services, the Board considered that the Investment Adviser’s investment management responsibilities for the Fund would be substantially similar to those provided to the Trust’s existing series, including its investment management philosophy and technique and its methods, to ensure compliance with the investment objectives, policies and restrictions of the Fund.

The Board considered and was satisfied with the qualifications and expertise of the portfolio management team that would be responsible for the management of the Fund. Based on the totality of the information considered, the Board concluded that the Investment Adviser had sufficient resources and experience to provide advisory services to the Fund and that it was satisfied with the nature, extent and quality of the services to be provided by the Investment Adviser.

The Board then considered the proposed fees payable under the Agreement with respect to the services to be provided to the Fund by the Investment Adviser. The Board also considered and reviewed the fee waiver arrangement for the Fund and considered the proposed fee rates, after taking into account the waiver. Additionally, the Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the proposed fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. In view of industry peers and in light of the services proposed to be rendered, the Board concluded that the proposed advisory and administration fee appeared to be reasonable.

26
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
CONFLICTS OF INTEREST
April 30, 2014 (unaudited)

 

Conflicts of Interest

Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them. For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.

Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.

Purchases and sales of securities for the Fund may be aggregated with orders for other BBH client accounts. BBH, however, is not required to aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that aggregating is not practicable, or in cases involving client direction.

Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

FINANCIAL STATEMENT APRIL 30, 201427
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.

From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.

BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics.

28
 

BBH INTERMEDIATE MUNICIPAL BOND FUND
CONFLICTS OF INTEREST (continued)
April 30, 2014 (unaudited)

 

With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.

The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.

FINANCIAL STATEMENT APRIL 30, 201429
 

Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005

Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203

Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
 

Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005


To obtain information or make shareholder inquiries:

By telephone:   Call 1-800-575-1265
By E-mail send your request to:   bbhfunds@bbh.com
On the internet:   www.bbhfunds.com

 

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Funds at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.

A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended October 31, is available upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

 

 
 

 

Item 2. Code of Ethics.

 

 

Not required for this semi-annual report on Form N-CSR.

 

 

Item 3. Audit Committee Financial Expert.

 

 

Not required for this semi-annual report on Form N-CSR.

 

 

Item 4. Principal Accountant Fees and Services.

 

 

Not required for this semi-annual report on Form N-CSR.

 

 

Item 5. Audit Committee of Listed Registrants.

 

(a)

Not required for this semi-annual report on Form N-CSR.

 

(b) Not required.

 

Item 6. Investments.

 

(a)

This schedule is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.

 

(b) Not applicable.

 

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.

 

  Not applicable.

 

 
 

 

Item 11. Controls and Procedures.

 

(a)

The Registrant’s principal executive and financial officers 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 (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this Form N-CSR, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant's second fiscal quarter of the period covered by this Form N-CSR, that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Exhibits.

 

(a)(1)

Not required for this semi-annual report on Form N-CSR.

 

(a)(2)

Certifications required by Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 12(a)(2) to this Form N-CSR.

 

(a)(3) Not applicable.

 

(b) Certifications required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are furnished as Exhibit 12(b) to this Form N-CSR.

 

 
 

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.

 

(Registrant) BBH Trust

 

By: (Signature and Title)

 

 

/s/ Radford W. Klotz___

Radford W. Klotz

Title:  President (Principal Executive Officer)

Date: July 9, 2014

 

 

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/ Radford W. Klotz___

Radford W. Klotz

Title: President (Principal Executive Officer)

Date: July 9, 2014

 

 

 

By: (Signature and Title)

 

 

/s/ Charles H. Schreiber_

Charles H. Schreiber

Title: Treasurer (Principal Financial Officer)

Date: July 9, 2014

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-CSRS’ Filing    Date    Other Filings
5/1/15
Filed on / Effective on:7/9/14
For Period End:4/30/14N-MFP,  NSAR-A
4/1/14485APOS
3/6/14
12/15/13
12/10/13
11/1/13497J
10/31/1324F-2NT,  N-CSR,  N-MFP,  NSAR-B
9/30/13N-MFP,  N-Q
4/2/13497J
3/28/13485BPOS,  N-Q
11/30/12497,  N-MFP
10/31/1224F-2NT,  N-CSR,  N-MFP,  NSAR-B
4/2/12
10/31/1124F-2NT,  N-CSR,  N-MFP,  NSAR-B
3/25/11
12/31/10N-CSRS,  NSAR-A
12/22/10
10/31/1024F-2NT,  N-CSR,  NSAR-B
10/1/10
7/14/10497
6/12/07
12/3/02
10/30/02
8/6/02
2/20/01
12/22/00
11/2/98
6/6/97
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Filing Submission 0000891092-14-005312   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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