SEC FORM TA-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM TA-1

UNIFORM FORM FOR REGISTRATION AS A TRANSFER AGENT AND FOR AMENDMENTTO REGISTRATION PURSUANT TO SECTION 17A OF THESECURITIES EXCHANGE ACT OF 1934

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GENERAL:

Form TA-1 is to be used to register or amend registration as a transfer agent with the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation or the Securities and Exchange Commission pursuant to Section 17A of the Securities Exchange Act of 1934. Read all instructions before completing this form. Please print or type all responses.

Form Version:3.4.0

1(a). Filer CIK: 0001227021

1(c). Live/Test Filing?

Live

Test

1(e). Is this filing an amendment to a previous filing?

Yes

1(e)(i). File Number: 084-06072

2. Appropriate regulatory agency (check one):

X	Securities and Exchange Commission
	Board of Governors of the Federal Reserve System
	Federal Deposit Insurance Corporation
	Comptroller of the Currency
	Office of Thrift Supervision

3(a). Full Name of Registrant:
Brown Brothers Harriman & Co.
3(a)(i). Previous name, if being amended:

3(b). Financial Industry Number Standard (FINS) number:269159
3(c). Address of principal office where transfer agent activities are, or will be, performed:
3(c)(i). Address 1
50 Post Office Square
3(c)(ii). Address 2

3(c)(iii). City
Boston
3(c)(iv). State or Country
MA
MASSACHUSETTS
3(c)(v). Postal Code
02110

3(d). Address of principal office where transfer agent activities are, or will be, performed:

Yes

If `yes,` provide address(es):
3(e). Telephone Number (Include Area Code)
617.742.1818

4. Does registrant conduct, or will it conduct, transfer agent activities at any location other than that given in Question 3(c) above?

Yes

If `yes,` provide address(es):
4(a)(i). Address 1
525 Washington Street
4(a)(ii). Address 2
Newport Tower
4(a)(iii). City
Jersey City
4(a)(iv). State or Country
NJ
NEW JERSEY
4(a)(v). Postal Code
07310
4(a)(i). Address 1
For non-qualifying securities
4(a)(ii). Address 2
Styne House, Upper Hatch Street
4(a)(iii). City
Dublin
4(a)(iv). State or Country
L2
IRELAND
4(a)(v). Postal Code

4(a)(i). Address 1
For non-qualifying securities
4(a)(ii). Address 2
2-8 Avenue Charles De Gaulle, B.P. 403
4(a)(iii). City
L-2014, Luxembourg
4(a)(iv). State or Country
N4
LUXEMBOURG
4(a)(v). Postal Code

4(a)(i). Address 1
For non-qualifying securities
4(a)(ii). Address 2
13/F Man Yee Building, 68 Des Voeux Road
4(a)(iii). City
Hong Kong
4(a)(iv). State or Country
K3
HONG KONG
4(a)(v). Postal Code

4(a)(i). Address 1
For non-qualifying securities
4(a)(ii). Address 2
Orange Office Park, ul. Klimeckiego 1
4(a)(iii). City
Krakow
4(a)(iv). State or Country
R9
POLAND
4(a)(v). Postal Code

5. Does registrant act, or will it act, as a transfer agent solely for its own securities and/or securities of an affiliate(s)?

Yes

6. Has registrant, as a named transfer agent, engaged, or will it engage, a service company to perform any transfer agent functions?

Yes

If `yes,` provide the name(s) and address(es) of all service companies engaged, or that will be engaged, by the registrant to perform its transfer agent functions:

7. Has registrant been engaged, or will it be engaged, as a service company by a named transfer agent to perform transfer agent functions?

Yes

If `yes,` provide the name(s) and File Number(s) of the named transfer agent(s) for which the registrant has been engaged, or will be engaged, as a service company to perform transfer agent functions:

Completion of Question 8 on this form is required by all independent, non-issuer registrants whose appropriate regulatory authority is the Securities and Exchange Commission. Those registrants who are not required to complete Question 8 should select `Not Applicable.`

8. Is registrant a:

	Corporation
X	Partnership
	Sole Proprietorship
	Other
	Not Applicable

Section for Initial Registration and for Amendments Reporting Additional Persons. (Corporation or Partnership)

8(a)(i). Full Name: Thomas E. Berk
8(a)(ii). Relationship Start Date: 01/01/2005
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Brian A. Berris
8(a)(ii). Relationship Start Date: 01/01/1991
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Taylor S. Bodman
8(a)(ii). Relationship Start Date: 01/01/1999
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

	NA - 0 to 5%
X	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: John J. Borland
8(a)(ii). Relationship Start Date: 01/01/1998
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Timothy J. Connelly
8(a)(ii). Relationship Start Date: 01/01/2001
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Geoffrey M. Cook
8(a)(ii). Relationship Start Date: 01/01/2009
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Carl S. Cutler
8(a)(ii). Relationship Start Date: 01/01/2008
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Douglas A. Donohue, Jr.
8(a)(ii). Relationship Start Date: 01/01/1990
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

	NA - 0 to 5%
X	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Dario Galindo
8(a)(ii). Relationship Start Date: 01/01/2003
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Kathryn C. George
8(a)(ii). Relationship Start Date: 01/01/1998
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Kristen F. Giarrusso
8(a)(ii). Relationship Start Date: 01/01/2011
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Timothy E. Hartch
8(a)(ii). Relationship Start Date: 01/01/2010
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Kyosuke Hashimoto
8(a)(ii). Relationship Start Date: 01/01/1992
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Charles O. Izard
8(a)(ii). Relationship Start Date: 01/01/2004
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Jared S. Keyes
8(a)(ii). Relationship Start Date: 01/01/2011
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Radford W. Klotz
8(a)(ii). Relationship Start Date: 01/01/1995
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

	NA - 0 to 5%
X	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Susan C. Livingston
8(a)(ii). Relationship Start Date: 01/01/1998
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

	NA - 0 to 5%
X	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: T. Michael Long
8(a)(ii). Relationship Start Date: 01/01/1984
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Hampton S. Lynch, Jr.
8(a)(ii). Relationship Start Date: 01/01/1984
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

	NA - 0 to 5%
X	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Michael W. McConnell
8(a)(ii). Relationship Start Date: 01/01/1984
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Jeffrey B. Meskin
8(a)(ii). Relationship Start Date: 01/01/2011
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: John P. Molner
8(a)(ii). Relationship Start Date: 01/01/2001
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Donald B. Murphy
8(a)(ii). Relationship Start Date: 01/01/1983
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Yukinori Nagahisa
8(a)(ii). Relationship Start Date: 01/01/2004
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: John A. Nielsen
8(a)(ii). Relationship Start Date: 01/01/1987
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Sean Pairceir
8(a)(ii). Relationship Start Date: 01/01/2010
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Christopher C. Remondi
8(a)(ii). Relationship Start Date: 01/01/2012
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: A. Heaton Robertson III
8(a)(ii). Relationship Start Date: 01/01/1994
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: William E. Rosensweig
8(a)(ii). Relationship Start Date: 01/01/2012
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Jeffrey A. Schoenfeld
8(a)(ii). Relationship Start Date: 01/01/1996
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

	NA - 0 to 5%
X	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Kevin W. Stone
8(a)(ii). Relationship Start Date: 01/01/2009
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: W. Carter Sullivan III
8(a)(ii). Relationship Start Date: 01/01/2000
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Andrew J.F. Tucker
8(a)(ii). Relationship Start Date: 01/01/1998
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

	NA - 0 to 5%
X	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Lawrence C. Tucker
8(a)(ii). Relationship Start Date: 01/01/1979
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: William B. Tyree
8(a)(ii). Relationship Start Date: 01/01/2001
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Maroa C. Velez
8(a)(ii). Relationship Start Date: 01/01/2008
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: William J. Whelan, Jr.
8(a)(ii). Relationship Start Date: 01/01/2000
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

X	NA - 0 to 5%
	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

8(a)(i). Full Name: Richard H. Witmer, Jr.
8(a)(ii). Relationship Start Date: 01/01/1998
8(a)(iii). Title or Status: Partner

8(a)(iv). Ownership Code:

	NA - 0 to 5%
X	A - 5% up to 10%
	B - 10% up to 25%
	C - 25% up to 50%
	D - 50% up to 75%
	E - 75% up to 100%

8(a)(v). Control Person:

8(a)(vi). Relationship End Date:

9. Does any person or entity not named in the answer to Question 8:

9(a). directly or indirectly, through agreement or otherwise exercise or have the power to exercise control over the management or policies of applicant; or . . . .

Yes

9(a)(i). Exact name of each person or entity:

9(a)(ii). Description of the Agreement or other basis:

9(b). wholly or partially finance the business of applicant, directly or indirectly, in any manner other than by a public offering of securities made pursuant to the Securities Act of 1933 or by credit extended in the ordinary course of business by suppliers, banks and others ? . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

9(b)(i). Exact name of each person or entity:

9(b)(ii). Description of the Agreement or other basis:

10. Applicant and Control Affiliate Disciplinary History:
The following definitions apply for purposes of answering this Question 10

Control affiliate	- An individual or firm that directly or indirectly controls, is under common control with, or is controlled by applicant. Included are any employees identified in 8(a), 8(b), 8(c) of this form as exercising control. Excluded are any employees who perform solely clerical, administrative support of similar functions, or who, regardless of title, perform no executive duties or have no senior policy making authority.
Investment or investment related	- Pertaining to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, investment company, investment adviser, futures sponsor, bank, or savings and loan association).
Involved	- Doing an act of aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act.

10(a). In the past ten years has the applicant or a control affiliate been convicted of or plead guilty or nolo contender (`no contest`) to:

10(a)(1). a felony or misdemeanor involving: investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, or bribery, forgery, counterfeiting or extortion?

Yes

10(a)(2). any other felony?

Yes

10(b). Has any court in the past ten years:

10(b)(1). enjoined the applicant or a control affiliate in connection with any investment-related activity?

Yes

10(b)(2). found that the applicant or a control affiliate was involved in a violation of investment-related statutes or regulations?

Yes

10(c). Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever:

10(c)(1). found the applicant or a control affiliate to have made a false statement or omission?

Yes

10(c)(2). found the applicant or a control affiliate to have been involved in a violation of its regulations or statutes?

Yes

10(c)(3). found the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted?

Yes

10(c)(4). entered an order denying, suspending or revoking the applicant`s or a control affiliate`s registration or otherwise disciplined it by restricting its activities?

Yes

10(d). Has any other Federal regulatory agency or any state regulatory agency:

10(d)(1). ever found the applicant or a control affiliate to have made a false statement or omission or to have been dishonest, unfair, or unethical?

Yes

10(d)(2). ever found the applicant or a control affiliate to have been involved in a violation of investment-related regulations or statutes?

Yes

10(d)(3). ever found the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

Yes

10(d)(4). in the past ten years entered an order against the applicant or a control affiliate in connection with investment-related activity?

Yes

10(d)(5). ever denied, suspended, or revoked the applicant`s or a control affiliate`s registration or license, or prevented it from associating with an investment-related business, or otherwise disciplined it by restricting its activities?

Yes

10(d)(6). ever revoked or suspended the applicant`s or a control affiliate`s license as an attorney or accountant?

Yes

10(e). Has any self-regulatory organization or commodities exchange ever:

10(e)(1). found the applicant or a control affiliate to have made a false statement or omission?

Yes

10(e)(2). found the applicant or a control affiliate to have been involved in a violation of its rules?

Yes

10(e)(2)(i). The individuals named in the action or claim:
The applicant

10(e)(2)(ii). Title of Action	10(e)(2)(iii). Date of Action
NYSE Hearing Board Decision 06-200	11/13/2006

10(e)(2)(iv). The Court or body taking the Action and location:
New York Stock Exchange LLC, New York, NY
10(e)(2)(v). Description of the action or claim:
The enforcement staff's allegations included failure to establish and maintain adequate policies and procedures relating to the identification of, and association with, individuals subject to statutory disqualification, and the prompt reporting to the NYSE of the existence of certain events required to be reported by NYSE rules.
10(e)(2)(vi). Disposition of action or claim:
Without admitting or denying guilt, BBH consented to a censure and fine in connection with the allegations. In addition, BBH implemented enhanced policies and procedures with respect to its hiring process and employee reporting requirements.
10(e)(2)(i). The individuals named in the action or claim:
The applicant

10(e)(2)(ii). Title of Action	10(e)(2)(iii). Date of Action
FINRA Letter of Acceptance, Waiver and Consent No. 2013035821401	02/04/2014

10(e)(2)(iv). The Court or body taking the Action and location:
Financial Industry Regulatory Authority (FINRA). New York, NY
10(e)(2)(v). Description of the action or claim:
FINRA alleged that the firm failed to establish and implement an adequate AML program as required by NASD Rule 3011(a) and FINRA Rules 3310(a) and 2010; to adequately supervise activity in foreign financial institution accounts as required by NASD Rule 3011(b) and FINRA Rules 3310(b) and 2010; to conduct adequate AML testing as required by NASD Rule 3011(c) and FINRA Rules 3310(c) and 2010; to conduct adequate AML training as required by NASD Rule 3011(e) and FINRA Rules 3310(e) and 2010; and, to establish, maintain and enforce a supervisory system to achieve compliance with Section 5 of the Securities Act of 1933, as required by NASD Rule 3010 and FINRA Rule 2010.
10(e)(2)(vi). Disposition of action or claim:
The Firm resolved the matter without admitting or denying the findings or liability and paid a fine of $8Million. The Firm filed a Corrective Action Statement with the AWC, noting the various steps BBH had taken, or was taking, to address FINRA's charges.

10(e)(3). found the applicant or a control affiliate to have been the cause of an investment-related business losing its authorization to do business?

Yes

10(e)(4). disciplined the applicant or a control affiliate by expelling or suspending it from membership, by barring or suspending its association with other members, or by otherwise restricting its activities?

Yes

10(f). Has any foreign government, court, regulatory agency, or exchange ever entered an order against the applicant or a control affiliate related to investments or fraud?

Yes

10(g). Is the applicant or a control affiliate now the subject of any proceeding that could result in a yes answer to questions 10(a) - 10(f)?

Yes

10(h). Has a bonding company denied, paid out on, or revoked a bond for the applicant or a control affiliate?

Yes

10(i). Does the applicant or a control affiliate have any unsatisfied judgments or liens against it?

Yes

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

SIGNATURE:	The Registrant submitting this Form, and as required, the SEC supplement and Schedules A-D, And the executing official hereby represent that all the information contained herein is true, correct and complete.

11(a). Signature of Official responsible for Form: Amy L. Morris	11(b). Telephone Number: 617.772.1490
11(c). Title of Signing Officer: Senior Vice President	11(d). Date Signed (Month/Day/Year) 08/12/2014