N-CSR 1 e61690ncsr.htm ANNUAL REPORT

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: October 31, 2014

 

 
 

Item 1. Report to Stockholders.

 


Annual Report

OCTOBER 31, 2014

BBH Limited Duration Fund

 
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2014 

 

Since our letter of October 31, 2013, the BBH Limited Duration Fund Class I (the “Fund”) has returned 1.52% (1.32% for our Class N Shareholders), net of fees. Strong credit returns and good security selection account for over 1.4% of returns, as the Fund has a very low sensitivity to interest rate movements (6 months duration). For comparison, the Barclays Capital U.S. 1-3 Year Treasury Bond Index1 at 0.69%, with nearly two years of duration exposure, returned only 0.71% over the same period. Nonetheless, in an environment of low Treasury Bill yields and diminishing returns to credit, it remains a challenge to overcome even the low inflation we are currently experiencing in the US (roughly 1.7% for the year). The yield on the portfolio at year end, despite being 76% invested in credit instruments, was 1.6% gross of fees. At today’s rates and spreads, it is difficult to increase that yield without adding to credit or liquidity risk materially. Our view is that we should take less risk if we are getting less compensation.

Our process can be summarized as follows: buy durable credits when they are available at attractive yields. In the Fund, we also manage the interest rate exposure to limit potential negative returns from a return to higher interest rates. In contrast to 2013, longer Treasuries rallied dramatically in the spring and summer of 2014. Because of its interest rate hedges, the Fund did not benefit from this decline in Treasury yields. Note, however, that in the shorter part of the curve, rates actually rose and steepened, reflecting the expectation that short rates may, at long last, rise into 2015.


We like to remind shareholders that the Fund is 3-4 times more sensitive to credit spreads than interest rates. Credit spreads (the yield difference between a credit instrument and a similar-duration Treasury, “OAS” in the accompanying exhibit) narrowed for the first three quarters of the year, following the pattern set in 2013. Over the summer, however, markets began to reflect concerns about slowing growth in Europe and emerging markets. This fueled not only the rally in long Treasuries, but also a rapid widening in credit spreads. Most types of credit underperformed Treasuries in the fourth quarter, as shown below. The Fund, even net of fees, produced returns for the year that were similar to the index basket of A-rated bonds, but with much lower downside in the difficult final quarter of the year.

 
1The Barclays Capital U.S. 1-3 Year Treasury Bond Index (“BCTSY”) measures the performance of U.S. Treasury securities that have a remaining maturity of at least one year and less than three years. The BCTSY is a short term index. Investments cannot be made in an index.
2 
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

 
1Ratings are provided by Standard and Poor’s (www.standardandpoors.com) and Moody’s (www.moodys.com) which are independent third parties. When ratings for S&P and Moody’s are not available, we will substitute other nationally recognized statistical ratings organizations. In order to be more conservative, when ratings differ, the lower rating is used. Quality ratings reflect the credit quality of the underlying issues in the fund portfolio and not of the fund itself. Information obtained from third parties is believed to be reliable, but cannot be guaranteed. Issuers with credit ratings of AA or better are considered to be of high credit quality, with little risk of issuer failure. Issuers with credit ratings of BBB or better are considered to be of good credit quality, with adequate capacity to meet financial commitments. Issuers with credit ratings below BBB are considered speculative in nature and are vulnerable to the possibility of issuer failure or business interruption. Standard and Poor’s and Moody’s do not provide ratings for the individual securities issued by the U.S. Treasury and government agencies. Thus, no rating is shown. The Not Rated category applies to Non-Government related securities that could be rated but have no rating.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

3
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

Because it has become more difficult to find value in credit today than in early 2013, the Fund has increased its liquidity over last year. On October 31, 2014, the Fund held about 24% in Treasuries, agencies and cash equivalents (“Reserves” in our parlance), and another approximately 25% of the Fund was in credit instruments of less than six months duration, providing a natural source of liquidity. This is a significant increase over last year’s levels of approximately 21% and 15%. Higher liquidity reduces the running yield of the Fund. Given the lower compensation on offer, we believe it is reasonable to keep some dry powder for future opportunities.

The Fund’s sector exposure is not very different from a year ago. Asset Backed Securities (“ABS”) are slightly lower in favor of Commercial Mortgage Backed Securities (“CMBS”). We hold some additional corporate exposure in the BBB/BB area, the last part of the corporate universe where we can find the occasional undervalued bond. Generally, we see very little value in high yield bonds. However, we have added a few BB-rated loans, which provide a high floating yield (generally 3.5-4.25%) and seniority to bonds in the issuer’s capital structure. Loans can be repaid any time, so they have far less appreciation potential than bonds. On the other hand, they have outperformed in down markets due to their structural protection and higher recovery rates. The Fund’s overall exposure to below investment grade credits remains in the mid single-digit percentages.

Energy and commodities are of particular concern right now, with oil prices falling from over $100/barrel in June to about $60 as we prepare this report in early December. Credit spreads on energy companies have approximately doubled over the same period (to 2% for investment grade and 9% for non-investment grade). The Fund holds approximately $236 million, or 4.5%, in energy and energy-related credits, 1.9% in electricity generation ($97 million) and no other basic materials exposures. While markets have swiftly repriced energy-related stocks and bonds, the real harm to companies in this sector will come only if oil prices stay low for an extended period. Our direct exposure to oil exploration is primarily in, or related to, three national oil companies – Korea National Oil Corp., Petrobras (Brazil) and Petroleos Mexicanos (“Pemex”, Mexico). These companies are tightly connected to their respective sovereign governments and, in the case of Petrobras and Pemex, continued oil exploration is critical to national supply, government finances and U.S. Dollar reserves. This implicit sovereign support should mitigate risk to creditors even if oil prices remain low for a long time. Other energy-related exposure is to pipelines and electric generation. These industries are less sensitive to commodity prices than exploration or oil-field services, and should continue to generate significant cash flow from long-term contracts even when commodity prices are low. We expect the sector to be a source of additional volatility for some time. While we are on the lookout for opportunities in this sell-off, we seek to hold only credits that should withstand the stress of persistently low oil prices.

Investors in longer bonds benefited unexpectedly from 2014’s rally, but we still maintain short durations in the Fund. Yields have much more room to rise than fall, and investors are not well-compensated to take that risk with today’s low yields. We still find attractive credit spreads in ABS and longer corporate instruments and seek to lock those spreads in while reducing the interest rate risk through our hedges. We invest only where we find long-term value, rather than projected price movements, looking for durable credits when they are available at attractive yields.

We are honored with your confidence and the privilege of preserving and enhancing your capital.

4 
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

Growth of $10,000 Invested in BBH Limited Duration

The graph below illustrates the hypothetical investment of $10,0001 in the Class N shares of the Fund over the ten years ended October 31, 2014 as compared to the BCTSY.


The annualized gross expense ratios as in the February 28, 2014 prospectus for Class N and Class I shares were 0.49% and 0.29%, respectively.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund performance changes over time and current performance may be lower or higher than what is stated. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For performance current to the most recent month-end please call 1-800-575-1265.

Hypothetical performance results are calculated on a total return basis and include all portfolio income, unrealized and realized capital gains, losses and reinvestment of dividends and other earnings. No one shareholder has actually achieved these results and no representation is being made that any actual shareholder achieved, or is likely to achieve, similar results to those shown. Hypothetical performance does not represent actual trading and may not reflect the impact of material economic and market factors. Undue reliance should not be placed on hypothetical performance results in making an investment decision.

 
1The Fund’s performance assumes the reinvestment of all dividends and distributions. The Barclays Capital U.S. 1-3 Year Treasury Bond Index (“BCTSY”) has been adjusted to reflect reinvestment of dividends on securities in the index. The BCTSY is not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged. Investments cannot be made in the index.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

5
 

BBH LIMITED DURATION FUND 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Trustees of the BBH Trust and Shareholders of
BBH Limited Duration Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Limited Duration Fund (a series of BBH Trust) (the “Fund”) as of October 31, 2014, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian, agent banks and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Limited Duration Fund as of October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2014

6 
 

BBH LIMITED DURATION FUND 
PORTFOLIO ALLOCATION 
October 31, 2014 

 

BREAKDOWN BY SECURITY TYPE

   U.S. $ Value  Percent of
Net Assets
Asset Backed Securities  $1,618,291,083    31.3%
Commercial Mortgage Backed Securities   467,981,645    9.1 
Corporate Bonds   1,519,952,804    29.4 
Loan Participations and Assignments   140,451,646    2.7 
Municipal Bonds   121,051,627    2.3 
U.S. Government Agency Obligations   290,175,229    5.6 
U.S. Inflation Linked Debt   308,082,149    6.0 
U.S. Treasury Notes   50,023,450    1.0 
Certificates of Deposit   503,450,897    9.7 
Commercial Paper   34,999,932    0.7 
U.S. Treasury Bills   68,998,564    1.3 
Cash and Other Assets in Excess of Liabilities   48,996,986    0.9 
NET ASSETS  $5,172,456,012    100.0%

 

All data as of October 31, 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 STATEMENTS    OCTOBER 31, 2014

7
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (31.3%)             
$13,577,696   Aircraft Lease Securitisation,             
     Ltd. 2007-1A1,2   05/10/32   0.416%  $13,323,114 
 35,000,000   Ally Master Owner Trust 2010-22   04/15/17   4.250    35,470,015 
 12,690,000   Ally Master Owner Trust 2012-5  09/15/19   1.540    12,688,363 
 20,163,453   Alterna Funding I LLC 2014-1A2   02/15/21   1.639    20,188,657 
 7,347,000   AmeriCredit Automobile Receivables             
     Trust 2012-2  10/10/17   2.640    7,452,503 
 12,290,000   AmeriCredit Automobile Receivables             
     Trust 2012-3  05/08/18   2.420    12,501,351 
 11,300,000   AmeriCredit Automobile Receivables             
     Trust 2013-3  06/10/19   2.380    11,445,578 
 2,166,495   ARI Fleet Lease Trust 2012-A1,2   03/15/20   0.703    2,167,039 
 3,708,918   Ascentium Equipment Receivables             
     LLC 2012-1A2   09/15/19   1.830    3,707,913 
 20,060,000   Ascentium Equipment Receivables             
     LLC 2014-1A2   01/10/17   1.040    20,071,815 
 3,000,000   Avis Budget Rental Car Funding AESOP             
     LLC 2010-3A2   05/20/16   4.640    3,041,994 
 25,300,000   Avis Budget Rental Car Funding AESOP             
     LLC 2010-5A2   03/20/17   3.150    25,985,858 
 12,440,313   AXIS Equipment Finance Receivables II             
     LLC 2013-1A2   03/20/17   1.750    12,441,632 
 28,474,425   BCC Funding VIII LLC 2014-1A2   06/20/20   1.794    28,428,865 
 15,175,000   Cabela’s Master Credit Card             
     Trust 2010-2A1,2   09/17/18   0.853    15,232,331 
 16,610,000   Cabela’s Master Credit Card             
     Trust 2012-1A1,2   02/18/20   0.683    16,731,054 
 4,300,000   Capital Auto Receivables Asset             
     Trust 2013-1  10/22/18   1.740    4,310,483 
 8,030,000   Capital Auto Receivables Asset             
     Trust 2013-2  10/22/18   1.960    8,126,288 
 2,820,000   Capital Auto Receivables Asset             
     Trust 2013-2  04/22/19   2.660    2,886,442 

 

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

8 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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%  $13,518,318 
 38,740,000   Carlyle Global Market Strategies             
     Commodities Funding, Ltd. 2014-1A1,2   10/15/21   2.131    38,740,000 
 8,650,920   CCG Receivables Trust 2013-12   08/14/20   1.050    8,667,842 
 19,720,000   CCG Receivables Trust 2014-12   11/15/21   1.060    19,711,816 
 11,772,610   Chesapeake Funding LLC 2011-2A1,2   04/07/24   1.403    11,856,019 
 9,259,292   Chesapeake Funding LLC 2012-1A1,2   11/07/23   0.903    9,288,023 
 10,040,730   Chesapeake Funding LLC 2012-2A1,2   05/07/24   0.603    10,056,143 
 48,080,000   Citibank Credit Card Issuance             
     Trust 2014-A8  04/09/20   1.730    48,259,867 
 1,662,228   Credit Acceptance Auto Loan             
     Trust 2012-1A2   09/16/19   2.200    1,667,552 
 3,000,000   Credit Acceptance Auto Loan             
     Trust 2012-1A2   03/16/20   3.120    3,022,488 
 7,890,918   Credit Acceptance Auto Loan             
     Trust 2012-2A2   03/16/20   1.520    7,909,217 
 11,950,000   Credit Acceptance Auto Loan             
     Trust 2013-1A2   10/15/20   1.210    11,950,944 
 11,790,000   Credit Acceptance Auto Loan             
     Trust 2013-2A2   04/15/21   1.500    11,827,186 
 7,530,000   Credit Acceptance Auto Loan             
     Trust 2013-2A2   10/15/21   2.260    7,587,439 
 10,040,000   Credit Acceptance Auto Loan             
     Trust 2014-1A2   10/15/21   1.550    10,047,721 
 11,160,000   Credit Acceptance Auto Loan             
     Trust 2014-1A2   04/15/22   2.290    11,196,527 
 2,720,000   Credit Acceptance Auto Loan             
     Trust 2014-2A2   09/15/22   2.670    2,720,607 
 5,973,934   Direct Capital Funding V LLC 2013-12   12/20/17   1.673    5,977,519 
 18,685,506   Direct Capital Funding V LLC 2013-22   08/20/18   1.730    18,745,766 
 23,390,625   Emerald Aviation Finance, Ltd. 2013-12   10/15/38   4.650    23,624,531 
 1,746,758   Enterprise Fleet Financing LLC 2012-12   11/20/17   1.140    1,748,309 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

9
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)             
$2,863,105   Enterprise Fleet Financing LLC 2012-22   04/20/18   0.720%  $2,864,559 
 1,949,884   Exeter Automobile Receivables             
     Trust 2012-2A2   06/15/17   1.300    1,952,535 
 6,357,445   Exeter Automobile Receivables             
     Trust 2013-1A2   10/16/17   1.290    6,367,814 
 10,780,284   Exeter Automobile Receivables             
     Trust 2013-2A2   11/15/17   1.490    10,818,586 
 11,971,118   Exeter Automobile Receivables             
     Trust 2014-2A2   08/15/18   1.060    11,957,028 
 11,591,806   FNA Trust 2013-1A2   01/10/18   1.980    11,620,785 
 4,470,000   Ford Credit Auto Owner Trust 2012-B  02/15/18   2.080    4,557,183 
 4,000,000   Ford Credit Auto Owner Trust 2013-C  01/15/20   2.500    4,090,164 
 28,540,000   Ford Credit Auto Owner Trust/             
     Ford Credit 2014-22   04/15/26   2.310    28,609,124 
 30,250,000   Ford Credit Floorplan Master Owner             
     Trust 2010-32   02/15/17   4.200    30,580,118 
 31,323,435   Foursight Capital Automobile             
     Receivables Trust 2014-12   03/23/20   2.110    31,210,671 
 13,851,679   FRS I LLC 2013-1A2   04/15/43   1.800    13,802,049 
 17,450,000   GE Dealer Floorplan Master Note             
     Trust 2012-21   04/22/19   0.907    17,603,926 
 24,132,867   Global Container Assets, Ltd. 2013-1A2   11/05/28   2.200    24,410,154 
 9,450,000   Hertz Vehicle Financing LLC 2010-1A2   02/25/17   3.740    9,749,083 
 32,660,000   Hertz Vehicle Financing LLC 2011-1A2   03/25/18   3.290    33,993,181 
 8,350,000   HLSS Servicer Advance Receivables             
     Backed Notes 2012-T22   10/15/45   1.990    8,407,615 
 10,350,000   HLSS Servicer Advance Receivables             
     Backed Notes 2013-T12   01/16/46   1.495    10,321,020 
 17,090,000   HLSS Servicer Advance Receivables             
     Backed Notes 2013-T32   05/15/46   1.793    16,823,396 
 3,613,924   Honda Auto Receivables Owner             
     Trust 2012-1  01/15/16   0.770    3,617,827 
 15,209,330   Huntington Auto Trust 2011-1A2   11/15/16   1.310    15,267,810 

 

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

10 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)             
$17,750,000   Hyundai Auto Receivables             
     Trust 2013-B  02/15/19   1.710%  $17,757,118 
 2,320,109   Leaf II Receivables Funding LLC 2012-12   10/15/16   1.250    2,320,573 
 8,510,000   Leaf II Receivables Funding LLC 2013-12   10/15/16   1.330    8,502,341 
 8,972,000   Leaf II Receivables Funding LLC 2013-12   09/15/21   1.980    8,971,103 
 4,470,000   M&T Bank Auto Receivables             
     Trust 2013-1A2   03/15/19   2.160    4,527,784 
 9,344,313   MCA Fund I Holding LLC 2014-1A1,2   08/15/24   2.234    9,344,313 
 3,217,793   MMAF Equipment Finance LLC 2009-AA2   01/15/30   3.510    3,265,883 
 14,790,000   MMAF Equipment Finance LLC 2012-AA2   10/10/18   1.350    14,910,479 
 550,467   Motor, Plc. 12A2   02/25/20   1.286    550,681 
 23,274,519   Motor, Plc. 2014-1A1,2   08/25/21   0.632    23,335,356 
 8,178,563   Nations Equipment Finance Funding I             
     LLC 2013-1A2   11/20/16   1.697    8,193,285 
 39,573,907   Nations Equipment Finance Funding II             
     LLC 2014-1A2   07/20/18   1.558    39,574,817 
 3,140,000   Nationstar Agency Advance Funding             
     Trust 2013-T2A2   02/18/48   1.892    3,079,367 
 35,000,000   Nationstar Mortgage Advance             
     Receivables Trust 2013-T3A2   06/20/48   2.438    34,671,000 
 5,781,397   Navitas Equipment Receivables             
     LLC 2013-12   11/15/16   1.950    5,782,119 
 51,030,000   NCF Dealer Floorplan Master             
     Trust 2014-1A1,2   10/20/20   1.652    51,030,000 
 20,247,948   New Mexico State Educational             
     Assistance Foundation1   01/02/25   0.853    20,287,026 
 42,570,000   New Residential Advance Receivables             
     Trust Advance Receivables             
     Backed 2014-T22   03/15/47   2.377    42,638,112 
 4,655,004   New York City Tax Lien 2013-A2   11/10/26   1.190    4,651,745 
 17,300,000   Nordstrom Private Label Credit Card             
     Master Note Trust 2011-1A2   11/15/19   2.280    17,677,538 
 28,770,000   OneMain Financial Issuance             
     Trust 2014-1A2   06/18/24   2.430    28,925,358 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

11
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)             
$15,230,000   OneMain Financial Issuance             
     Trust 2014-2A2   09/18/24   3.020%  $15,229,985 
 9,029,622   PFS Tax Lien Trust 2014-12   05/15/29   1.440    9,053,162 
 6,526,475   Santander Drive Auto Receivables             
     Trust 2012-3  12/15/16   1.940    6,546,564 
 12,340,000   Santander Drive Auto Receivables             
     Trust 2013-2  03/15/19   1.950    12,497,903 
 5,990,000   Santander Drive Auto Receivables             
     Trust 2013-4  01/15/20   3.250    6,210,258 
 8,880,000   SMART Trust 2011-4USA1,2   08/14/17   1.503    8,890,052 
 13,690,000   SMART Trust 2012-1USA2   12/14/17   2.010    13,768,033 
 4,026,414   SMART Trust 2012-2USA2   10/14/16   1.590    4,047,806 
 2,688,751   SMART Trust 2012-4US  03/14/17   0.970    2,691,171 
 18,190,000   SMART Trust 2013-2US  01/14/17   0.830    18,191,819 
 3,630,000   SMART Trust 2013-2US  02/14/19   1.180    3,615,480 
 3,028,838   SNAAC Auto Receivables Trust 2013-1A2   07/16/18   1.140    3,032,185 
 10,793,393   SNAAC Auto Receivables Trust 2014-1A2   09/17/18   1.030    10,793,738 
 9,900,000   Spirit Master Funding VII LLC 2013-1A2   12/20/43   3.887    10,216,850 
 53,680,000   Springleaf Funding Trust 2013-AA2   09/15/21   2.580    54,048,513 
 19,640,000   Springleaf Funding Trust 2014-AA2   12/15/22   2.410    19,683,129 
 17,700,355   STORE Master Funding LLC 2013-1A2   03/20/43   4.160    18,242,468 
 12,631,152   STORE Master Funding LLC 2013-2A2   07/20/43   4.370    13,097,499 
 21,111,188   STORE Master Funding LLC 2013-3A2   11/20/43   4.240    21,773,100 
 6,228,735   TAL Advantage V LLC 2014-2A2   05/20/39   1.700    6,218,189 
 41,160,000   Textainer Marine Containers,             
     Ltd. 2014-1A2   10/20/39   3.270    41,046,016 
 11,530,000   Trade MAPS 1, Ltd. 2013-1A1,2   12/10/18   1.402    11,518,943 
 49,760,000   Trafigura Securitisation Finance,             
     Plc. 2014-1A1,2   10/15/21   1.103    49,760,000 
 33,330,000   Turquoise Card Backed Securities,             
     Plc. 2012-1A1,2   06/17/19   0.953    33,754,624 
 10,033,145   Utah State Board of Regents 2011-11   05/01/29   1.090    10,084,816 
 9,744,006   Westlake Automobile Receivables             
     Trust 2013-1A2   01/15/18   1.120    9,757,501 

 

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

12 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)             
$20,490,000   Westlake Automobile Receivables             
     Trust 2014-2A2   10/16/17   0.970%  $20,497,540 
 1,077,220   Wheels SPV LLC 2012-12   03/20/21   1.190    1,077,984 
     Total Asset Backed Securities             
     (Identified cost $1,607,936,419)           1,618,291,083 
                   
     COMMERCIAL MORTGAGE BACKED             
     SECURITIES (9.1%)             
 15,540,000   Aventura Mall Trust 2013-AVM1,2   12/05/32   3.867    15,906,759 
 31,807,000   BB-UBS Trust 2012-TFT1,2   06/05/30   3.584    30,665,606 
 6,349,000   BHMS Mortgage Trust 2014-ATLS1,2   07/05/33   2.602    6,348,994 
 32,018,000   BHMS Mortgage Trust 2014-ATLS1,2   07/05/33   4.847    31,990,785 
 12,240,000   BLCP Hotel Trust 2014-CLRN1,2   08/15/29   2.104    12,243,305 
 14,860,000   Boca Hotel Portfolio Trust 2013-BOCA1,2   08/15/26   1.903    14,862,348 
 10,500,000   CGBAM Commercial Mortgage             
     Trust 2014-HD1,2   02/15/31   1.353    10,487,043 
 7,457,000   CGBAM Commercial Mortgage             
     Trust 2014-HD1,2   02/15/31   1.753    7,438,492 
 7,510,000   Citigroup Commercial Mortgage             
     Trust 2013-SMP2   01/12/30   2.435    7,616,161 
 2,085,000   Citigroup Commercial Mortgage             
     Trust 2013-SMP2   01/12/30   2.738    2,114,474 
 24,520,000   Citigroup Commercial Mortgage             
     Trust 2014-388G1,2   06/15/33   1.904    24,427,658 
 24,153,758   Commercial Mortgage Pass Through             
     Certificates 2013-GAM2   02/10/28   1.705    23,658,292 
 9,690,000   Commercial Mortgage Pass Through             
     Certificates 2013-GAM1,2   02/10/28   3.531    9,287,526 
 12,292,572   Commercial Mortgage Pass Through             
     Certificates 2013-SFS2   04/12/35   1.873    12,020,303 
 42,990,000   Commercial Mortgage Pass Through             
     Certificates 2014-KYO1,2   06/11/27   1.803    42,949,847 
 22,660,000   Commercial Mortgage Pass Through             
     Certificates 2014-TWC1,2   02/13/32   1.003    22,631,539 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

13
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     COMMERCIAL MORTGAGE BACKED             
     SECURITIES (continued)             
$14,950,000   EQTY 2014-INNS Mortgage Trust1,2   05/08/31   1.753%  $14,786,910 
 17,740,000   GTP Acquisition Partners I LLC2   05/15/43   2.364    17,622,650 
 26,691,250   GTP Cellular Sites LLC2   03/15/42   3.721    27,526,873 
 9,840,000   Hilton USA Trust 2013-HLF1,2   11/05/30   1.652    9,840,098 
 15,070,000   Hilton USA Trust 2013-HLF1,2   11/05/30   2.052    15,070,151 
 5,780,000   JP Morgan Chase Commercial Mortgage             
     Securities Corp. 2011-PLSD2   11/13/44   3.364    6,012,206 
 5,600,000   JP Morgan Chase Commercial Mortgage             
     Securities Trust 2014-BXH1,2   04/15/27   1.403    5,592,070 
 10,250,000   JP Morgan Chase Commercial Mortgage             
     Securities Trust 2014-BXH1,2   04/15/27   1.803    10,231,058 
 14,860,000   SBA Tower Trust2   12/15/42   2.933    15,058,396 
 40,700,000   SBA Tower Trust2   04/15/43   2.240    40,363,248 
 15,700,000   Unison Ground Lease Funding LLC2   04/15/40   5.349    16,743,846 
 14,500,000   Wells Fargo Commercial Mortgage             
     Trust 2014-TISH1,2   02/15/27   2.003    14,485,007 
     Total Commercial Mortgage Backed Securities          
     (Identified cost $469,474,025)           467,981,645 
                   
     CORPORATE BONDS (29.4%)             
     ADVERTISING (0.2%)             
 6,300,000   Alliance Data Systems Corp.2   12/01/17   5.250    6,489,000 
 5,000,000   Alliance Data Systems Corp.2   04/01/20   6.375    5,250,000 
                 11,739,000 
                   
     AIRLINES (0.2%)             
 7,067,925   British Airways, Plc.2   12/20/21   5.625    7,474,331 
                   
     BANKS (6.5%)             
 16,090,000   ANZ New Zealand Int’l, Ltd.2   03/24/16   1.125    16,176,162 
 7,229,000   Australia & New Zealand Banking             
     Group, Ltd.  10/06/17   1.875    7,307,008 
 21,000,000   Bank of America Corp.  01/15/15   5.000    21,180,537 
 33,435,000   Bank of America Corp.  08/01/15   4.750    34,391,809 

 

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

14 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     CORPORATE BONDS (continued)             
     BANKS (continued)             
$11,125,000   Bank of Montreal  07/15/16   1.300%  $11,234,336 
 9,000,000   Bank of Nova Scotia  07/15/16   1.375    9,083,817 
 17,800,000   Canadian Imperial Bank of Commerce  07/18/16   1.350    17,960,574 
 24,010,000   Citigroup, Inc.  05/19/15   4.750    24,545,855 
 4,296,882   FNBC 1993-A Pass Through Trust  01/05/18   8.080    4,704,866 
 19,585,000   Goldman Sachs Group, Inc.  05/03/15   3.300    19,847,126 
 5,000,000   Goldman Sachs Group, Inc.1   07/22/15   0.632    5,000,450 
 7,360,000   Goldman Sachs Group, Inc.  01/22/18   2.375    7,428,676 
 9,480,000   ING Bank NV2  09/25/15   2.000    9,589,058 
 13,465,000   JPMorgan Chase & Co.  07/05/16   3.150    13,927,375 
 20,030,000   Mitsubishi UFJ Trust & Banking Corp.2   10/16/17   1.600    20,016,480 
 20,765,000   Morgan Stanley  04/28/15   6.000    21,300,675 
 23,000,000   Morgan Stanley  07/24/15   4.000    23,571,297 
 15,405,000   National Australia Bank, Ltd.  07/25/16   1.300    15,542,983 
 20,855,000   Royal Bank of Scotland Group, Plc.  09/18/15   2.550    21,152,955 
 12,955,000   Royal Bank of Scotland, Plc.  03/16/16   4.375    13,523,219 
 19,980,000   Svenska Handelsbanken AB  04/04/17   2.875    20,789,030 
                 338,274,288 
                   
     CLOSED-END FUNDS (1.0%)             
 49,455,000   Drawbridge Special Opportunities             
     Fund LP2   08/01/21   5.000    49,207,725 
                   
     COMMERCIAL SERVICES (0.8%)             
 19,863,000   Experian Finance, Plc.2   06/15/17   2.375    20,202,081 
 8,755,000   Western Union Co.1   08/21/15   1.234    8,793,925 
 6,155,000   Western Union Co.  12/10/17   2.875    6,339,595 
 3,250,000   Western Union Co.  08/22/18   3.650    3,405,129 
                 38,740,730 
                   
     COSMETICS/PERSONAL CARE (0.6%)             
 14,213,000   Avon Products, Inc.  03/15/16   2.375    14,045,926 
 19,745,000   Avon Products, Inc.  03/15/20   4.600    18,527,405 
                 32,573,331 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

15
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     CORPORATE BONDS (continued)             
     DIVERSIFIED FINANCIAL SERVICES (5.4%)             
$14,430,950   AA Aircraft Financing 2013-1 LLC2   11/01/19   3.596%  $14,503,105 
 10,247,387   Ahold Lease Series 2001-A-1 Pass             
     Through Trust  01/02/20   7.820    11,477,074 
 18,068,201   Blue Wing Asset Vehicle2   01/11/23   4.500    18,591,763 
 24,815,000   Caisse Centrale Desjardins2   09/12/17   1.550    24,853,935 
 20,000,000   CIC Central America Card             
     Receivables, Ltd.3   11/05/20   4.500    20,348,334 
 10,500,000   CIC Receivables Master Trust3   10/07/21   4.890    10,764,306 
 33,693,700   Citigroup Capital XIII1,4   10/30/40   7.875    35,877,052 
 23,730,000   Denali Borrower LLC2   10/15/20   5.625    25,168,631 
 13,359,510   Doric Nimrod Air Alpha 2013-1 Pass             
     Through Trust2   05/30/25   5.250    14,060,884 
 6,700,802   Doric Nimrod Air Finance Alpha, Ltd.             
     2012-1 (Class A) Pass Through Trust2   11/30/24   5.125    7,051,602 
 17,620,000   General Motors Financial Co., Inc.  05/15/16   2.750    17,862,275 
 4,830,000   General Motors Financial Co., Inc.  07/10/17   2.625    4,897,775 
 5,818,434   LS Power Funding Corp.  12/30/16   8.080    6,299,153 
 16,349,000   Murray Street Investment Trust I  03/09/17   4.647    17,454,503 
 47,855,000   Seven & Seven Ltd.1,2   09/11/19   1.395    47,810,160 
                 277,020,552 
                   
     ELECTRIC (1.9%)             
 25,715,000   Korea East-West Power Co., Ltd.2   11/27/18   2.625    26,014,297 
 12,475,000   Korea Hydro & Nuclear Power Co., Ltd.2   10/28/19   2.375    12,353,456 
 38,600,000   TransAlta Corp.  01/15/15   4.750    38,902,740 
 13,330,000   TransAlta Corp.  06/03/17   1.900    13,315,430 
 5,580,000   TransAlta Corp.  05/15/18   6.650    6,268,137 
                 96,854,060 
                   
     ENGINEERING & CONSTRUCTION (0.2%)             
 11,444,400   Odebrecht Offshore Drilling             
     Finance, Ltd.2   10/01/22   6.750    11,988,009 

 

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

16 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
   CORPORATE BONDS (continued)         
   FOOD (0.3%)         
$16,805,000   HJ Heinz Co.  10/15/20   4.250%  $16,969,689 
                   
     HEALTHCARE-PRODUCTS (0.7%)             
 9,445,000   Hospira, Inc.  03/30/17   6.050    10,309,057 
 25,995,000   Mallinckrodt International Finance S.A.  04/15/18   3.500    25,605,075 
                 35,914,132 
                   
     HEALTHCARE-SERVICES (0.8%)             
 20,395,000   HCA, Inc.  03/15/19   3.750    20,445,988 
 21,920,000   WellPoint, Inc.  09/10/15   1.250    22,043,848 
                 42,489,836 
                   
     INSURANCE (1.5%)             
 4,400,000   Aon Corp.  09/30/15   3.500    4,512,864 
 13,976,250   Prudential Covered Trust 2012-12   09/30/15   2.997    14,237,816 
 12,290,000   Prudential Financial, Inc.  09/17/15   4.750    12,713,747 
 11,050,000   Vitality Re IV, Ltd.1,2   01/09/17   2.750    11,147,240 
 33,100,000   Vitality Re V, Ltd.1,2   01/07/20   1.750    32,418,140 
                 75,029,807 
                   
     INTERNET (0.6%)             
 26,250,000   Expedia, Inc.  08/15/20   5.950    29,268,566 
                   
     INVESTMENT COMPANIES (0.4%)             
 21,515,000   PennantPark Investment Corp.  10/01/19   4.500    21,703,665 
                   
     MEDIA (0.7%)             
 21,000,000   Gannett Co., Inc.  10/15/19   5.125    21,840,000 
 14,253,000   NBCUniversal Media LLC  04/30/15   3.650    14,477,356 
                 36,317,356 
                   
     OIL & GAS (3.6%)             
 7,120,000   Korea National Oil Corp.2   04/03/17   3.125    7,363,504 
 16,935,000   Korea National Oil Corp.2   01/23/19   2.750    17,177,069 
 24,023,125   Odebrecht Drilling Norbe VIII/IX, Ltd.2   06/30/21   6.350    25,349,201 
 18,280,000   Petrobras Global Finance BV  05/20/16   2.000    18,220,773 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

17
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     CORPORATE BONDS (continued)             
     OIL & GAS (continued)             
$21,825,000   Petrobras Global Finance BV1   01/15/19   2.371%  $21,778,076 
 30,944,000   Petrobras International Finance Co.  02/06/15   2.875    31,058,493 
 16,200,000   Petroleos Mexicanos  03/15/15   4.875    16,418,700 
 11,500,000   Plains Exploration & Production Co.  04/01/20   7.625    12,218,750 
 35,228,000   Plains Exploration & Production Co.  11/15/20   6.500    38,468,976 
                 188,053,542 
                   
     PHARMACEUTICALS (0.4%)             
 22,116,000   Medco Health Solutions, Inc.  09/15/15   2.750    22,494,913 
                   
     PIPELINES (0.7%)             
 18,970,000   Energy Transfer Partners LP  02/01/15   5.950    19,198,873 
 18,283,000   Williams Partners LP  02/15/15   3.800    18,433,762 
                 37,632,635 
                   
     REAL ESTATE (1.2%)             
 32,965,000   Deutsche Annington Finance BV2   10/02/17   3.200    33,913,337 
 18,035,000   Prologis International Funding II SA2   02/15/20   4.875    19,312,581 
 10,670,000   Scentre Group Trust 1/Scentre Group             
     Trust 22   11/05/19   2.375    10,623,298 
                 63,849,216 
                   
     REAL ESTATE INVESTMENT TRUSTS (1.7%)             
 37,477,000   American Tower Corp.  04/01/15   4.625    38,070,598 
 25,700,000   Digital Realty Trust LP  07/15/15   4.500    26,111,329 
 22,000,000   Senior Housing Properties Trust  05/01/19   3.250    22,175,494 
                 86,357,421 
     Total Corporate Bonds             
     (Identified cost $1,507,287,559)           1,519,952,804 
                   
     LOAN PARTICIPATIONS AND             
     ASSIGNMENTS (2.7%)             
 20,000,000   1011778 B.C. Unlimited Term B (Burger             
     King Worldwide)1   10/27/21   4.500    19,979,600 
 10,447,236   Dell International LLC Term B1   04/29/20   4.500    10,456,325 

 

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

18 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     LOAN PARTICIPATIONS AND             
     ASSIGNMENTS (continued)             
$8,404,858   Dell International LLC Term C1   10/29/18   3.750%  $8,334,173 
 36,844,330   Delos Finance S.a.r.l.1   03/06/21   3.500    36,629,527 
 14,905,150   Mallinckrodt International Term B1   03/19/21   3.500    14,752,372 
 2,000,000   Mallinckrodt International Term B11   03/19/21   3.500    1,982,500 
 20,443,262   RPI Finance Trust Term B21   05/09/18   3.250    20,334,709 
 8,158,430   RPI Finance Trust Term B31   11/09/18   3.250    8,107,440 
 20,000,000   TPF II Power LLC Term B1   10/02/21   5.500    19,875,000 
     Total Loan Participations and Assignments             
     (Identified cost $141,001,756)           140,451,646 
                   
     MUNICIPAL BONDS (2.3%)             
 14,250,000   Baylor Health Care System1   11/15/25   0.140    13,347,120 
 3,350,000   City of Portland, Oregon1   06/01/19   0.135    3,254,900 
 1,470,000   Minnesota State Tobacco Securitization             
     Authority  03/01/15   3.093    1,481,334 
 20,940,000   New Jersey State Economic             
     Development Authority5   02/15/17   0.000    20,018,849 
 28,005,000   New Jersey State Economic             
     Development Authority5   02/15/18   0.000    25,864,858 
 7,765,000   New Jersey State Turnpike Authority  01/01/16   4.252    7,882,717 
 9,000,000   Pennsylvania Economic Development             
     Financing Authority1   08/01/45   0.400    9,000,000 
 27,090,000   State of Illinois  03/01/16   4.961    28,389,237 
 7,110,000   State of Illinois  03/01/18   5.200    7,745,350 
 16,650,000   Tobacco Settlement Financing Corp.5   06/01/41   0.000    4,067,262 
     Total Municipal Bonds             
     (Identified cost $118,930,032)           121,051,627 
                   
     U.S. GOVERNMENT AGENCY             
     OBLIGATIONS (5.6%)             
 25,000,000   Fannie Mae Discount Notes5   12/03/14   0.000    24,998,667 
 19,224,000   Federal Home Loan Bank             
     Discount Notes5   11/12/14   0.000    19,223,618 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

19
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     U.S. GOVERNMENT AGENCY             
     OBLIGATIONS (continued)             
$50,000,000   Federal Home Loan Bank             
     Discount Notes5   11/19/14   0.000%  $49,998,250 
 25,000,000   Federal Home Loan Bank             
     Discount Notes5   11/21/14   0.000    24,999,653 
 30,000,000   Federal Home Loan Bank             
     Discount Notes5   12/03/14   0.000    29,998,133 
 251,605   Federal Home Loan Mortgage Corp.             
     (FHLMC) Non Gold Guaranteed1   04/01/36   2.388    269,122 
 118,060   Federal Home Loan Mortgage Corp.             
     (FHLMC) Non Gold Guaranteed1   12/01/36   2.115    124,595 
 87,525   Federal Home Loan Mortgage Corp.             
     (FHLMC) Non Gold Guaranteed1   01/01/37   2.370    93,622 
 189,473   Federal Home Loan Mortgage Corp.             
     (FHLMC) Non Gold Guaranteed1   02/01/37   2.456    203,017 
 18,664,178   Federal National Mortgage             
     Association (FNMA)  07/01/35   5.000    20,709,806 
 1,297,836   Federal National Mortgage             
     Association (FNMA)  11/01/35   5.500    1,457,197 
 120,113   Federal National Mortgage             
     Association (FNMA)1   07/01/36   2.491    128,877 
 228,253   Federal National Mortgage             
     Association (FNMA)1   09/01/36   2.196    245,351 
 180,763   Federal National Mortgage             
     Association (FNMA)1   01/01/37   2.509    193,586 
 1,127,927   Federal National Mortgage             
     Association (FNMA)  08/01/37   5.500    1,265,034 
 12,459,346   Federal National Mortgage             
     Association (FNMA)  08/01/37   5.500    14,003,785 
 5,978,674   Federal National Mortgage             
     Association (FNMA)  06/01/40   6.500    6,942,445 
 15,300,000   Freddie Mac Discount Notes5   11/03/14   0.000    15,299,941 
 30,000,000   Freddie Mac Discount Notes5   11/10/14   0.000    29,999,498 

 

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

20 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     U.S. GOVERNMENT AGENCY             
     OBLIGATIONS (continued)             
$50,000,000   Freddie Mac Discount Notes5   02/04/15   0.000%  $49,994,850 
 25,302   Government National Mortgage             
     Association (GNMA)1   08/20/29   1.625    26,182 
     Total U.S. Government Agency Obligations             
     (Identified cost $288,756,180)           290,175,229 
                   
     U.S. INFLATION LINKED DEBT (6.0%)             
 303,342,424   U.S. Treasury Inflation Indexed Note  04/15/17   0.125    308,082,149 
     Total U.S. Inflation Linked Debt             
     (Identified cost $316,561,326)           308,082,149 
                   
     U.S. TREASURY NOTE (1.0%)             
 50,000,000   U.S. Treasury Note  09/30/16   0.500    50,023,450 
     Total U.S. Treasury Note             
     (Identified cost $49,918,429)           50,023,450 
                   
     CERTIFICATES OF DEPOSIT (9.7%)             
 74,850,000   Bank of Montreal  11/13/14   0.170    74,850,000 
 25,000,000   Bank of Montreal  12/10/14   0.170    25,000,000 
 40,000,000   Bank of Nova Scotia  12/10/14   0.170    40,000,000 
 43,000,000   Bank of Tokyo-Mitsubishi UFJ, Ltd.  11/06/14   0.180    43,000,000 
 54,050,000   Bank of Tokyo-Mitsubishi UFJ, Ltd.  12/12/14   0.180    54,050,000 
 123,950,000   Credit Suisse  12/19/14   0.220    123,950,826 
 62,850,000   Standard Chartered Bank  01/09/15   0.190    62,849,993 
 52,750,000   Svenska Handelsbanken  11/06/14   0.175    52,750,037 
 27,000,000   Svenska Handelsbanken  11/12/14   0.175    27,000,041 
     Total Certificates of Deposit             
     (Identified cost $503,450,904)           503,450,897 
                   
     COMMERCIAL PAPER (0.7%)             
 35,000,000   National Australia Funding             
     Delaware, Inc.2,5   11/03/14   0.000    34,999,932 
     Total Commercial Paper             
     (Identified cost $34,999,932)           34,999,932 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

21
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     U.S. TREASURY BILLS (1.3%)             
$10,000,000   U.S. Treasury Bill5,6   11/06/14   0.000%  $9,999,938 
 9,000,000   U.S. Treasury Bill5   12/04/14   0.000    8,999,876 
 50,000,000   U.S. Treasury Bill5   01/02/15   0.000    49,998,750 
     Total U.S. Treasury Bills             
     (Identified cost $68,996,585)           68,998,564 
           
TOTAL INVESTMENTS (Identified cost $5,107,313,147)7    99.1%  $5,123,459,026 
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES    0.9%   48,996,986 
NET ASSETS   100.0%  $5,172,456,012 

 

 
1Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 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 October 31, 2014 was $2,380,675,077 or 46.0% of net assets. Unless otherwise noted, these securities are not considered illiquid.
3The Fund’s Investment Adviser has deemed this security to be illiquid based upon the SEC definition of an illiquid security.
4Trust preferred security.
5Security issued with a zero coupon. Income is recognized through accretion of discount.
6All or a portion of this security is held at the broker as collateral for open futures contracts.
7The aggregate cost for federal income tax purposes is $5,107,313,414, the aggregate gross unrealized appreciation is $33,658,125 and the aggregate gross unrealized depreciation is $17,512,513, resulting in net unrealized appreciation of $16,145,612.

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.

22 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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 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.

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

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

23
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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.

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 October 31, 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
October 31, 2014
Asset Backed Securities  $   $1,608,946,770   $9,344,313**  $1,618,291,083 
Commercial Mortgage                    
Backed Securities       467,981,645        467,981,645 
Corporate Bonds   35,877,052    1,484,075,752        1,519,952,804 
Loan Participations and                    
Assignments       140,451,646        140,451,646 
Municipal Bonds       121,051,627        121,051,627 
U.S. Government Agency                    
Obligations       290,175,229        290,175,229 
U.S. Inflation Linked Debt       308,082,149        308,082,149 
U.S. Treasury Notes       50,023,450        50,023,450 
Certificates of Deposit       503,450,897        503,450,897 
Commercial Paper       34,999,932        34,999,932 
U.S. Treasury Bills       68,998,564        68,998,564 
Total Investments, at value  $35,877,052   $5,078,237,661   $9,344,313**  $5,123,459,026 
Other Financial Instruments, at value                    
Financial Futures Contracts  $(5,613,284)  $   $   $(5,613,284)
Other Financial Instruments,                    
at value  $(5,613,284)  $   $   $(5,613,284)

 

 
*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 during the period ended October 31, 2014, based on the valuation input levels on October 31, 2013.
**The security classified as Level 3 in the foregoing table represents less than 1% of the Fund’s net assets as of October 31, 2014 and accordingly, a reconciliation table is not presented.

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

24 
 

BBH LIMITED DURATION FUND 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2014 

 

      
ASSETS:     
Investments in securities, at value (Identified cost $5,107,313,147)  $5,123,459,026 
Cash   5,446,491 
Receivables for:     
Investments sold   75,098,136 
Interest   15,753,655 
Shares sold   5,292,871 
Futures variation margin on open contracts   1,413,296 
Prepaid assets   21,622 
Total Assets   5,226,485,097 
      
LIABILITIES:     
Payables for:     
Investments purchased   46,111,165 
Shares redeemed   5,859,384 
Investment advisory and administrative fees   1,125,495 
Shareholder servicing fees   458,853 
Custody and fund accounting fees   205,865 
Professional fees   48,608 
Distributor fees   5,576 
Transfer agent fees   2,814 
Board of Trustees’ fees   1,204 
Accrued expenses and other liabilities   210,121 
Total Liabilities   54,029,085 
NET ASSETS  $5,172,456,012 
      
Net Assets Consist of:     
Paid-in capital  $5,162,258,623 
Undistributed net investment income   405,409 
Accumulated net realized loss on investments in securities     
and futures contracts   (740,615)
Net unrealized appreciation/(depreciation) on investments in securities     
and futures contracts   10,532,595 
Net Assets  $5,172,456,012 
      
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($2,625,051,263 ÷ 254,617,352 shares outstanding)  $10.31 
CLASS I SHARES     
($2,547,404,749 ÷ 247,144,297 shares outstanding)  $10.31 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

25
 

BBH LIMITED DURATION FUND 
STATEMENT OF OPERATIONS 
For the Year Ended October 31, 2014 

 

NET INVESTMENT INCOME:     
Income:     
Dividends  $1,442,322 
Interest and other income   78,632,909 
Total Income   80,075,231 
Expenses:     
Investment advisory and administrative fees   11,337,866 
Shareholder servicing fees   4,862,583 
Custody and fund accounting fees   341,948 
Professional fees   82,907 
Board of Trustees’ fees   69,214 
Distributor fees   61,455 
Transfer agent fees   24,294 
Miscellaneous expenses   522,597 
Total Expenses   17,302,864 
Expense offset arrangement   (2,129)
Net Expenses   17,300,735 
Net Investment Income   62,774,496 
      
NET REALIZED AND UNREALIZED LOSS:     
Net realized gain on investments in securities   8,997,215 
Net realized loss on futures contracts   (29,352,790)
Net realized loss on investments in securities and futures contracts   (20,355,575)
Net change in unrealized appreciation/(depreciation) on investments     
in securities   (1,053,375)
Net change in unrealized appreciation/(depreciation)     
on futures contracts   14,869,640 
Net change in unrealized appreciation/(depreciation) on investments     
in securities and futures contracts   13,816,265 
Net Realized and Unrealized Loss   (6,539,310)
Net Increase in Net Assets Resulting from Operations  $56,235,186 

 

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

26 
 

BBH LIMITED DURATION FUND 
STATEMENTS OF CHANGES IN NET ASSETS 

 

   For the years ended October 31,
   2014  2013
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $62,774,496   $52,441,611 
Net realized gain (loss) on investments in securities          
and futures contracts   (20,355,575)   32,496,632 
Net change in unrealized appreciation/(depreciation)          
on investments in securities and futures contracts   13,816,265    (55,176,704)
Net increase in net assets resulting          
from operations   56,235,186    29,761,539 
Dividends and distributions declared:          
From net investment income:          
Class N   (33,449,587)   (28,079,044)
Class I   (30,303,899)   (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   (75,944,841)   (60,287,746)
Share transactions:          
Proceeds from sales of shares   3,599,294,308    2,962,279,559 
Net asset value of shares issued to shareholders for          
reinvestment of dividends and distributions   74,634,169    59,349,601 
Cost of shares redeemed   (2,099,546,354)   (2,313,993,533)
Net increase in net assets resulting from          
share transactions   1,574,382,123    707,635,627 
Total increase in net assets   1,554,672,468    677,109,420 
           
NET ASSETS:          
Beginning of year   3,617,783,544    2,940,674,124 
End of year (including undistributed net investment          
income of $405,409 and $521,437, respectively)  $5,172,456,012   $3,617,783,544 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

27
 

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

 

   For the years ended October 31,  
   2014  2013  2012  2011  2010  
Net asset value, beginning of year  $10.35   $10.44   $10.34   $10.46   $10.24 
Income from investment operations:                         
Net investment income1    0.14    0.15    0.18    0.17    0.25 
Net realized and unrealized gain (loss)   (0.01)   (0.06)   0.14    (0.12)   0.21 
Total income from investment operations   0.13    0.09    0.32    0.05    0.46 
Less dividends and distributions:                         
From net investment income   (0.14)   (0.15)   (0.18)   (0.17)   (0.24)
From net realized gains   (0.03)   (0.03)   (0.04)        
Total dividends and distributions   (0.17)   (0.18)   (0.22)   (0.17)   (0.24)
Short-term redemption fees1                0.002   0.002
Net asset value, end of year  $10.31   $10.35   $10.44   $10.34   $10.46 
Total return   1.32%   0.82%   3.13%   0.52%   4.58%
 
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $2,625   $2,170   $1,776   $1,336   $1,287 
Ratio of expenses to average net assets                         
before reductions   0.48%   0.49%   0.50%   0.49%   0.49%
Expense offset arrangement   0.00%3   0.00%3   0.00%3   0.00%3   0.00%3
Ratio of expenses to average net assets                         
after reductions   0.48%   0.49%   0.50%   0.49%   0.49%
Ratio of net investment income to average                         
net assets   1.36%   1.44%   1.75%   1.66%   2.38%
Portfolio turnover rate   35%   48%   38%   28%   40%

 

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

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

28 
 

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

 

   For the years ended October 31,  
   2014  2013  2012  2011  2010  
Net asset value, beginning of year  $10.35   $10.44   $10.34   $10.46   $10.23 
Income from investment operations:                         
Net investment income1    0.16    0.17    0.20    0.19    0.26 
Net realized and unrealized gain (loss)   (0.01)   (0.06)   0.14    (0.12)   0.23 
Total income from investment operations   0.15    0.11    0.34    0.07    0.49 
Less dividends and distributions:                         
From net investment income   (0.16)   (0.17)   (0.20)   (0.19)   (0.26)
From net realized gains   (0.03)   (0.03)   (0.04)        
Total dividends and distributions   (0.19)   (0.20)   (0.24)   (0.19)   (0.26)
Short-term redemption fees1                0.002   0.002
Net asset value, end of year  $10.31   $10.35   $10.44   $10.34   $10.46 
Total return   1.52%   1.01%   3.31%   0.67%   4.83%
 
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $2,547   $1,448   $1,165   $825   $926 
Ratio of expenses to average net assets                         
before reductions   0.29%   0.29%   0.31%   0.33%   0.34%
Expense offset arrangement   0.00%3   0.00%3   0.00%3   0.00%3   0.00%3
Ratio of expenses to average net assets                         
after reductions   0.29%   0.29%   0.31%   0.33%   0.34%
Ratio of net investment income to average                         
net assets   1.56%   1.63%   1.93%   1.82%   2.52%
Portfolio turnover rate   35%   48%   38%   28%   40%

 

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

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

29
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS 
As of and for the year ended October 31, 2014 

 

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. With the exception of class specific expenses, all expenses are allocated between classes based on net assets. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of October 31, 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 Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. 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 contracts held by the Fund are valued 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.

30 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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. Investment income is recorded net of any 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 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.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 October 31, 2014:
Description  Number of
Contracts
  Expiration Date  Market Value  Notional
Amount
  Unrealized
Gain/(Loss)
Contracts to Sell:                       
U.S. Treasury                       
2-Year Notes   1,800   December 2014  $395,212,500   $394,321,875   $(890,625)
U.S. Treasury                       
5-Year Notes   5,500   December 2014   656,863,284    652,996,094    (3,867,190)
U.S. Treasury                       
10-Year Notes   1,500   December 2014   189,539,063    188,683,594    (855,469)
                     $(5,613,284)

 

FINANCIAL STATEMENTS    OCTOBER 31, 2014

31
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 economically hedged security values and/or interest rates, and potential losses in excess of the Fund’s initial investment.

For the year ended October 31, 2014, the average monthly number of open futures contracts was 9,649. The range of monthly notional values was $1,170,039,063 to $1,630,858,004.

Fair Values of Derivative Instruments as of October 31, 2014

Derivatives not accounted for as economically 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  Unrealized  $   Unrealized  $5,613,284*
Rate  Appreciation       Depreciation     
Risk  on Open       on Open     
   Futures Contracts       Futures Contracts     
Total     $      $5,613,284 

 

 
*Includes cumulative 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  $(29,352,790)
Net Change in Unrealized Appreciation/(Depreciation) on Derivatives     
Futures Contracts  $14,869,640 

 

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
32 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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.

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 loan participations and assignments 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 may result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of

FINANCIAL STATEMENTS    OCTOBER 31, 2014

33
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 October 31, 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 year ended October 31, 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 amount of $41,002,082 and $34,942,759 to Class N and Class I shareholders, respectively, during the year ended October 31, 2014.

The tax character of distributions paid during the fiscal years ended October 31, 2014 and 2013, respectively, were as follows:

Distributions paid from:
   Ordinary
income
  Net
long-term
capital gain
  Total
taxable
distributions
  Tax return
of capital
  Total
distributions
paid
2014:  $68,745,792   $7,199,049   $75,944,841       $75,944.841 
2013:   58,884,439    1,403,307    60,287,746        60,287,746 

 

As of October 31, 2014 and 2013, 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)
2014:   $405,409   $   $405,409   $(6,353,632)  $5,613,017   $10,532,595   $10,197,389 
2013:    5,511,491    7,196,390    12,707,881        20,482,833    (3,283,670)   29,907,044 

 

34 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

The Fund had $6,353,632 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2014, of which $1,839,348 and $4,514,284, is attributable to short-term and long-term capital losses, respectively.

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 and paydowns on fixed income securities.

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.
3.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 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 year ended October 31, 2014, the Fund incurred $11,337,866 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 year ended October 31, 2014, Class N shares of the Fund incurred $4,862,583 in shareholder servicing fees.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

35
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 year ended October 31, 2014, the Fund incurred $341,948 in custody and fund accounting fees. These fees for the Fund were reduced by $2,129 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 year ended October 31, 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 year ended October 31, 2014, the Fund incurred $69,214 in independent Trustee compensation and reimbursements.
4.Investment Transactions. For the year ended October 31, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $2,000,282,254 and $1,181,222,917, respectively.
5.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 year ended
October 31, 2014
  For the year ended
October 31, 2013
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   153,543,127   $1,589,143,242    147,396,362   $1,531,651,257 
Shares issued in connection                    
with reinvestments of                    
dividends   3,932,624    40,681,922    3,130,065    32,490,008 
Shares redeemed   (112,489,232)   (1,163,755,345)   (110,929,603)   (1,152,579,545)
Net increase   44,986,519   $466,069,819    39,596,824   $411,561,720 

 

36 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

   For the year ended
October 31, 2014
  For the year ended
October 31, 2013
   Shares  Dollars  Shares  Dollars
Class I                    
Shares sold   194,284,497   $2,010,151,066    137,647,649   $1,430,628,302 
Shares issued in connection                    
with reinvestments of                    
dividends   3,283,135    33,952,247    2,588,515    26,859,593 
Shares redeemed   (90,393,823)   (935,791,009)   (111,889,034)   (1,161,413,988)
Net increase   107,173,809   $1,108,312,304    28,347,130   $296,073,907 

 

6.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, including, but not limited to, recovery of tax withheld by foreign jurisdictions (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 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;

FINANCIAL STATEMENTS    OCTOBER 31, 2014

37
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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.
7.Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 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.
38 
 

BBH LIMITED DURATION FUND 
DISCLOSURE OF FUND EXPENSES 
October 31, 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 six-month period and held for the entire period (May 1, 2014 to October 31, 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 STATEMENTS    OCTOBER 31, 2014

39
 

BBH LIMITED DURATION FUND 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 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
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Class N         
Actual  $1,000  $1,002  $2.42
Hypothetical2   $1,000  $1,023  $2.45

 

   Beginning
Account Value
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Class I         
Actual  $1,000  $1,003  $1.51
Hypothetical2   $1,000  $1,024  $1.53

 

 
1Expenses are equal to the Fund’s annualized expense ratio of 0.48% and 0.30% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 184/365 (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.
40 
 

BBH LIMITED DURATION FUND 
CONFLICTS OF INTEREST 
October 31, 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 it is determined 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 STATEMENTS    OCTOBER 31, 2014

41
 

BBH LIMITED DURATION FUND 
CONFLICTS OF INTEREST (continued) 
October 31, 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.

42 
 

BBH LIMITED DURATION FUND 
CONFLICTS OF INTEREST (continued) 
October 31, 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 STATEMENTS    OCTOBER 31, 2014

43
 

BBH LIMITED DURATION FUND 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2014 (unaudited) 

 

BBH Limited Duration Fund (the “Fund”) hereby designates $7,199,049 as an approximate amount of capital gain dividend for the purpose of dividends paid deduction.

The qualified investment income (QII) percentage for the year ended October 31, 2014 was 70.46%. In January 2015, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2014. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

44 
 

TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND 
(unaudited) 

 

Information pertaining to the Trustees of the BBH Trust (the “Trust”) and executive officers of the Trust is set forth below. The Statement of Additional Information for the BBH Limited Duration Fund includes additional information about the Fund’s Trustees and is available upon request, without charge, by contacting the Fund at 1-800-575-1265.

Name and
Birth Date
Position(s)
Held with
the Trust
Term of
Office and
Length of
Time
Served#
Principal Occupation(s)
During Past 5 Years
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee^
Other Public
Company or
Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Independent Trustees 
H. Whitney Wagner  Chairman of  Chairman  President, Clear Brook Advisors,  None. 
the Board and  Since 2014;  a registered investment advisor.     
Birth Date:  Trustee  Trustee       
March 3, 1956    Since 2007       
    and 2006-       
    2007 with       
    the       
    Predecessor       
    Trust       
           
David P. Feldman  Trustee  Since 2007  Retired.  Director of 
    and 1992-      Dreyfus 
Birth Date:    2007 with      Mutual Funds 
November 16, 1939    the      (42 Funds). 
    Predecessor       
    Trust       
           
Andrew S. Frazier  Trustee  Since 2010  Consultant to Western World  Director of 
      Insurance Group, Inc. (“WWIG”)    WWIG. 
Birth Date:      (January 2010 to January 2012)     
April 8, 1948      CEO of WWIG (1992-2009).     
           
Mark M. Collins  Trustee  Since 2011  Partner of Brown Investment  Chairman of 
      Advisory Incorporated, a    Dillon Trust 
Birth Date:      registered investment advisor.    Company. 
November 8, 1956           
           
John M. Tesoro  Trustee  Since 2014  Partner, Certified Public  Trustee, 
      Accountant, KPMG LLP (Retired    Bridge Builder 
Birth Date:     in September 2012).    Trust (1 Fund) 
May 23, 1952          
        Director, Teton 
          Advisors, Inc. 
          (a registered 
          investment 
          adviser). 

 

FINANCIAL STATEMENTS    OCTOBER 31, 2014

45
 

TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND 
(unaudited) 

 

Name, Address
and Birth Date
Position(s)
Held with
the Trust
Term of
Office and
Length of
Time
Served#
Principal Occupation(s)
During Past 5 Years
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee^
Other Public
Company or
Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Interested Trustees         
Susan C. Livingston+  Trustee  Since 2011  Partner (since 1998) and Senior  None. 
      Client Advocate (since 2010) for     
50 Post Office     BBH&Co., Director of BBH     
Square     Luxembourg S.C.A. (since 1992);     
Boston, MA 02110     Director of BBH Trust Company     
      (Cayman) Ltd. (2007 to April     
Birth Date:     2011); and BBH Investor Services     
February 18, 1957     (London) Ltd. (2001 to April 2011).     
           
John A. Gehret+  Trustee  Since 2011  Limited Partner of BBH&Co.  None. 
      (2012-present); General Partner     
140 Broadway     of BBH&Co. (1998 to 2011);     
New York, NY 10005     President and Principal Executive     
      Officer of the Trust (2008-2011).     
Birth Date:          
April 11, 1959          

 

46 
 

TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND 
(unaudited) 

 

OFFICERS

Name, Address
and Birth Date
Position(s)
Held with
the Trust
Term of
Office and
Length of
Time
Served#
Principal Occupation(s) During Past 5 Years
Radford W. Klotz  President and  Since 2011  Partner of BBH&Co. since 1995; joined BBH&Co. in 1977. 
  Principal     
140 Broadway Executive     
New York, NY 10005 Officer     
       
Birth Date:      
December 1, 1955      
 
Charles H. Schreiber  Treasurer and  Since 2007  Senior Vice President of BBH&Co. since 2001; joined BBH&Co. 
  Principal  2006-2007 in 1999. 
140 Broadway Financial with the    
New York, NY 10005 Officer  Predecessor  
    Trust   
Birth Date:      
December 10, 1957      
 
Mark A. Egert  Chief  Since 2011  Senior Vice President of BBH&Co. since June 2011; Partner at 
  Compliance    Crowell & Moring LLP (April 2010 to May 2011); and CCO of 
140 Broadway Officer    Cowen and Company (January 2005 to April 2010). 
New York, NY 10005 (“CCO”); and     
  Anti-Money  Since 2014   
Birth Date: Laundering     
May 25, 1962 Officer     
 
Suzan Barron  Secretary  Since 2009  Senior Vice President and Senior Investor Services Counsel, 
      BBH&Co. since 2005. 
50 Post Office      
Square      
Boston, MA 02110        
       
Birth Date:      
September 5, 1964      
 
Rowena Rothman  Assistant  Since 2011  Vice President of BBH&Co. since 2009. 
  Treasurer     
140 Broadway      
New York, NY 10005        
       
Birth Date:      
October 24, 1967      

 

 
#All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Messrs. Wagner and Feldman previously served on the Board of Trustees of the Predecessor Trust.
+Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.
^The Fund Complex consists of the Trust, which has six series, and each is counted as one “Portfolio” for purposes of this table.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

47
 

Administrator  Investment Adviser 
Brown Brothers Harriman & Co.  Brown Brothers Harriman 
140 Broadway  Mutual Fund Advisory 
New York, NY 10005  Department 
  140 Broadway 
Distributor  New York, NY 10005 
Alps Distributors, Inc.   
1290 Broadway, Suite 1100   
Denver, CO 80203   

 

Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005
1-800-575-1265


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.

 
 

Annual Report

OCTOBER 31, 2014

BBH Core Select

 
 

BBH CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2014 

 

BBH Core Select Class N (the “Fund” or “Core Select”) rose by 8.90%, net of fees, during its fiscal year ending October 31, 2014. During the same twelve month period, the S&P 500 Index1 (“S&P 500”) returned 17.27%. For the five years ending October 31, 2014, Core Select has returned 15.22% per year while the S&P 500 has increased by 16.68%.

Core Select seeks to provide shareholders with long-term growth of capital. Fundamental business analysis and a valuation framework that is based on intrinsic value2 are the key elements underlying each Core Select investment. We look for companies that offer all, or most, of the following business and financial attributes: (i) essential products and services, (ii) loyal customers, (iii) leadership in an attractive market niche or industry, (iv) sustainable competitive advantages, (v) high returns on invested capital, and (vi) strong free cash flow. We believe businesses possessing these traits are favorably positioned to protect and grow capital through varying economic and market environments. In addition, we seek to invest in companies whose managers have high levels of integrity, are excellent operators, and are good capital allocators. Pursuant to our goal of not losing money on any single investment, we explicitly identify key risks outside of company management’s control so that we can fully consider the range of potential outcomes for each business. When a company meets our investment criteria and desired risk profile, we will consider establishing a position if its market price reaches 75% or less of our intrinsic value estimate. We maintain a buy-and-own approach with holding periods often reaching 3-5 years or longer. We will typically sell an investment if it appreciates to a level near our estimate of intrinsic value. Our long-term performance goals are not driven by benchmark comparisons, but instead are focused on the achievement of attractive absolute returns over full market cycles.

Fiscal year 2014 saw continued gains in large capitalization equities, with the S&P 500 Index reaching an all-time high. While broad economic trends remain somewhat lackluster, a combination of strong corporate earnings, share repurchases, rising investor sentiment and equity-directed asset flows have driven stock prices to tremendous gains over the last several years. Although the Fund has participated in these gains, our capital preservation imperative has led us to develop a more cautious perspective based on our view that financial asset price inflation has run well ahead of underlying economic performance. In our view, this divergence presents the risk of valuation excesses in equities as well as fixed income. We believe that aggressive monetary intervention by global central banks has been a major factor in this

 
1The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Investments cannot be made in an index.
2We prepare proprietary financial models for each Core Select company in order to determine an estimate of intrinsic value. Discounted cash flow analysis is the primary quantitative model used in our research process. We supplement our discounted cash flow work with other quantitative analyses, such as economic profit models, internal rate of return models, and free cash flow multiples.
2 
 

BBH CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

dichotomy, and we foresee the potential for increased market volatility when such policies are normalized. We are also alert to the possibility that yield-chasing behavior, momentum and an excess of credit creation — all features of a loose monetary environment — may be pushing equity valuations to levels that limit further upside or present risks of a correction. Accordingly, we are acting with a heightened degree of caution. Our consistent goal is to minimize both business risk and price risk by applying our demanding qualitative criteria and using an intrinsic value framework to maintain a margin of safety in our holdings.

During fiscal 2014 we added three new companies to the Core Select portfolio: Zoetis, the leading global provider of animal health products; Unilever, a world leader in the food, home and personal care markets; and Oracle, one of the foremost providers of enterprise infrastructure software. We believe these companies possess very strong competitive positions in attractive end markets and are run by operationally savvy management teams focused on long-term value creation.

We exited two positions during the fiscal year: Johnson & Johnson and Pepsico. Johnson & Johnson and Pepsico were mid-sized positions that generated solid total returns for us over several years despite interim challenges in the respective businesses. Both companies’ share prices had achieved our intrinsic value estimates.

Our largest positive contributors in fiscal 2014 were Berkshire Hathaway, Microsoft, Wells Fargo, Novartis and Comcast. Berkshire Hathaway and Comcast, which have both been large positions in Core Select for several years, continued to benefit from strong business execution and adherence to top-quality capital allocation principles. Investor sentiment toward Microsoft has markedly improved as the company has made substantial progress on its strategic realignment toward a cloud-oriented approach focused on platforms and services. Wells Fargo has grown its earnings per share and solidified its capital position even as thin lending spreads have offset solid organic loan growth. Novartis benefited from stronger sales growth, favorable pipeline developments and a well-received corporate realignment program.

The largest detractors from the Fund’s performance in fiscal 2014 were Bed, Bath & Beyond and Southwestern Energy. Bed Bath & Beyond’s shares have been pressured by a combination of weak retail sales trends and the ongoing margin impact of promotional activity and substantial investment spending related to e-commerce infrastructure, store experience and overhead consolidation. Our view is that the key issues affecting the company are largely cyclical rather than structural, and we are pleased that the management team has maintained its ‘owner-operator’ business approach, as evidenced by its proactive long-term investments and an aggressive share repurchase program. Southwestern’s shares have fallen primarily due to weaker natural gas prices and investor concerns related to the announcement of a sizeable asset purchase in the Marcellus region. We believe that the company’s proven operational efficiency and consistent focus on returns gives it the ability to create long-term economic value even in the context of volatile commodity prices.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

3
 

BBH CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

As of October 31, 2014, Core Select held positions in 31 companies, with approximately 43% of the assets in the ten largest holdings. The Fund ended the fiscal year trading at roughly 84% of our weighted average underlying intrinsic value estimates. With the price-to-intrinsic value relationship remaining near historically high levels for both our current holdings and many of our ‘wish list’ stocks, our selling and trimming activity has outpaced our opportunities to make new investments or add to existing positions at appropriate discounts. Consequently, the Fund’s cash and cash equivalents position remained somewhat high at 7% as of the end of the fiscal year.

The Core Select investment team remains focused on the careful and patient application of our investment criteria and valuation requirements. Our bottom-up research work emphasizes business quality, industry structures, growth opportunities, management skill and corporate culture. We use absolute, not relative methods to estimate companies’ intrinsic values, and we use the movement of market prices around these intrinsic value estimates to construct and manage a concentrated portfolio of high-quality businesses that have the potential to create sustained shareholder value over many years.

4 
 

BBH CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

Growth of $10,000 Invested in BBH Core Select

The graph below illustrates the hypothetical investment of $10,0001 in the Class N shares of the Fund over the ten years ended October 31, 2014 as compared to the S&P 500.


The annualized gross expense ratios as in the February 28, 2014 prospectus for Class N and Retail Class shares were 1.09% and 1.42%, respectively.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund performance changes over time and current performance may be lower or higher than what is stated. Fund shares redeemed within 30 days of purchase are subject to a redemption fee of 2.00%. Returns do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For performance current to the most recent month-end please call 1-800-575-1265.

Hypothetical performance results are calculated on a total return basis and include all portfolio income, unrealized and realized capital gains, losses and reinvestment of dividends and other earnings. No one shareholder has actually achieved these results and no representation is being made that any actual shareholder achieved, or is likely to achieve, similar results to those shown. Hypothetical performance does not represent actual trading and may not reflect the impact of material economic and market factors. Undue reliance should not be placed on hypothetical performance results in making an investment decision.

 
1The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of dividends on securities. The S&P 500 is not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged. Investments cannot be made in an index.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

5
 

BBH CORE SELECT 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Trustees of the BBH Trust and Shareholders of
BBH Core Select:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Core Select (a series of BBH Trust) (the “Fund”) as of October 31, 2014, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Core Select as of October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2014

6 
 

BBH CORE SELECT 
PORTFOLIO ALLOCATION 
October 31, 2014 

 

SECTOR DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Basic Materials  $238,615,722    3.8%
Communications   911,138,994    14.7 
Consumer Cyclical   453,489,592    7.3 
Consumer Non-Cyclical   1,283,374,099    20.6 
Energy   646,058,099    10.4 
Financials   1,397,918,369    22.5 
Industrials   171,197,282    2.8 
Technology   678,584,486    10.9 
Repurchase Agreements   168,000,000    2.7 
U.S. Treasury Bills   269,993,250    4.3 
Liabilities in Excess of Other Assets   (1,986,976)   (0.0)
NET ASSETS  $6,216,382,917    100.0%

 

All data as of October 31, 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 STATEMENTS    OCTOBER 31, 2014

7
 

BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS 
October 31, 2014 

 

Shares     Value
    COMMON STOCKS (93.0%)   
    BASIC MATERIALS (3.8%)   
1,828,232      Celanese Corp. (Series A)  $ 107,372,065 
1,041,699    Praxair, Inc.  131,243,657 
    Total Basic Materials  238,615,722 
 
    COMMUNICATIONS (14.7%)   
6,550,911    Comcast Corp. (Class A)  362,592,924 
1,329,231    eBay, Inc.1  69,784,628 
274,892    Google, Inc. (Class A)1 156,102,920 
274,892    Google, Inc. (Class C)1 153,686,619 
5,427,916    Liberty Interactive Corp. (Class A)1  141,885,724 
771,686    Liberty Ventures (Series A)1  27,086,179 
    Total Communications  911,138,994 
 
    CONSUMER CYCLICAL (7.3%)   
2,558,368    Bed, Bath & Beyond, Inc.1  172,280,501 
2,926,282    Target Corp.  180,902,753 
1,315,148    Wal-Mart Stores, Inc.  100,306,338 
    Total Consumer Cyclical  453,489,592 
 
    CONSUMER NON-CYCLICAL (20.6%)   
2,895,286    Baxter International, Inc.  203,075,360 
1,012,225    DENTSPLY International, Inc.  51,390,663 
1,296,140    Diageo, Plc. ADR  152,905,636 
552,574    Henry Schein, Inc.1  66,325,457 
3,326,620    Nestle SA ADR  243,941,045 
3,063,899    Novartis AG ADR  283,992,798 
2,350,450    Unilever NV (NY Shares)  91,032,929 
5,132,137    Zoetis, Inc.  190,710,211 
    Total Consumer Non-Cyclical  1,283,374,099 

 

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

8 
 

BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Shares     Value
    COMMON STOCKS (continued)   
    ENERGY (10.4%)   
2,153,290      EOG Resources, Inc.  $ 204,670,215 
1,563,243    Occidental Petroleum Corp.  139,019,200 
1,668,944    Schlumberger, Ltd.  164,658,015 
4,235,948    Southwestern Energy Co.1  137,710,669 
    Total Energy  646,058,099 
       
    FINANCIALS (22.5%)   
1,903    Berkshire Hathaway, Inc. (Class A)1  399,630,000 
2,328,638    Chubb Corp.  231,373,472 
6,548,913    Progressive Corp.  172,956,792 
7,105,691    US Bancorp  302,702,436 
5,486,074    Wells Fargo & Co.  291,255,669 
    Total Financials  1,397,918,369 
       
    INDUSTRIALS (2.8%)   
3,501,683    Waste Management, Inc.  171,197,282 
    Total Industrials  171,197,282 
       
    TECHNOLOGY (10.9%)   
5,473,394    Microsoft Corp.  256,975,848 
5,151,375    Oracle Corp.  201,161,194 
2,807,890    QUALCOMM, Inc.  220,447,444 
    Total Technology  678,584,486 
    Total Common Stocks (Identified cost $4,169,098,971)  5,780,376,643 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

9
 

BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
    Maturity
Date
  Interest
Rate
  Value
    REPURCHASE AGREEMENTS (2.7%)           
$ 168,000,000      National Australia Bank (Agreement dated           
    10/31/2014 collateralized by U.S. Treasury           
    Note 1.500%, due 5/31/2019, valued at           
    $171,360,000)  11/03/14    0.100   $ 168,000,000  
    Total Repurchase Agreements           
    (Identified cost $168,000,000)            168,000,000  
 
    U.S. TREASURY BILLS (4.3%)           
270,000,000    U.S. Treasury Bill  01/02/15    0.034       269,993,250  
    Total U.S. Treasury Bills           
    (Identified cost $269,984,328)            269,993,250  
TOTAL INVESTMENTS (Identified cost $4,607,083,299)2      100.0 %    $ 6,218,369,893  
LIABILITIES IN EXCESS OF OTHER ASSETS      (0.0 )%     (1,986,976 ) 
NET ASSETS     100.0 %    $ 6,216,382,917  

 

 
1Non-income producing security.
2The aggregate cost for federal income tax purposes is $4,608,107,620, the aggregate gross unrealized appreciation is $1,622,472,172 and the aggregate gross unrealized depreciation is $12,209,899, resulting in net unrealized appreciation of $1,610,262,273.

Abbreviations:

ADR – American Depositary Receipt.

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

10 
 

BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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 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.

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.

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

11
 

BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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.

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 October 31, 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
October 31, 2014
Basic Materials  $238,615,722   $   $   $238,615,722 
Communications   911,138,994            911,138,994 
Consumer Cyclical   453,489,592            453,489,592 
Consumer Non-Cyclical   1,283,374,099            1,283,374,099 
Energy   646,058,099            646,058,099 
Financials   1,397,918,369            1,397,918,369 
Industrials   171,197,282            171,197,282 
Technology   678,584,486            678,584,486 
Repurchase Agreements       168,000,000        168,000,000 
U.S. Treasury Bills       269,993,250        269,993,250 
Investments, at value  $5,780,376,643   $437,993,250   $   $6,218,369,893 

 

 
*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 during the period ended October 31, 2014, based on the valuation input levels on October 31, 2013.

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

12 
 

BBH CORE SELECT 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2014 

 

      
ASSETS:     
Investments in securities, at value (Identified cost $4,439,083,299)  $6,050,369,893 
Repurchase agreements (Identified cost $168,000,000)   168,000,000 
Cash   2,383,484 
Receivables for:     
Dividends   6,620,070 
Shares sold   1,203,520 
Investment advisory and administrative fees waiver reimbursement   214,534 
Interest   8,456 
Prepaid assets   21,648 
Total Assets   6,228,821,605 
LIABILITIES:     
Payables for:     
Shares redeemed   6,431,053 
Investment advisory and administrative fees   4,131,380 
Shareholder servicing fees   1,291,056 
Custody and fund accounting fees   229,633 
Distributors fees   90,008 
Transfer agent fees   41,921 
Professional fees   39,217 
Board of Trustees’ fees   1,243 
Accrued expenses and other liabilities   183,177 
Total Liabilities   12,438,688 
NET ASSETS  $6,216,382,917 
Net Assets Consist of:     
Paid-in capital  $4,474,080,714 
Undistributed net investment income   33,434,756 
Accumulated net realized gain on investments in securities   97,580,853 
Net unrealized appreciation/(depreciation) on investments in securities   1,611,286,594 
Net Assets  $6,216,382,917 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($5,815,889,768 ÷ 258,270,330 shares outstanding)  $22.52 
RETAIL CLASS SHARES     
($400,493,149 ÷ 27,325,895 shares outstanding)  $14.66 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

13
 

BBH CORE SELECT 
STATEMENT OF OPERATIONS 
For the year ended October 31, 2014 

 

      
NET INVESTMENT INCOME:     
Income:     
Dividends (net of foreign withholding taxes of $2,753,389)  $101,904,517 
Interest and other income   238,133 
Total Income   102,142,650 
Expenses:     
Investment advisory and administrative fees   49,273,241 
Shareholder servicing fees   15,397,888 
Distributors fees   1,047,314 
Transfer agent fees   529,821 
Custody and fund accounting fees   388,301 
Board of Trustees’ fees   71,694 
Professional fees   65,380 
Miscellaneous expenses   599,687 
Total Expenses   67,373,326 
Investment advisory and administrative fees waiver   (4,816,208)
Expense offset arrangement   (1,460)
Net Expenses   62,555,658 
Net Investment Income   39,586,992 
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   98,627,332 
Net change in unrealized appreciation/(depreciation) on investments in securities   379,135,499 
Net Realized and Unrealized Gain   477,762,831 
Net Increase in Net Assets Resulting from Operations  $517,349,823 

 

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

14 
 

BBH CORE SELECT 
STATEMENTS OF CHANGES IN NET ASSETS 

 

   For the years ended October 31,
   2014  2013
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $39,586,992   $31,528,037 
Net realized gain on investments in securities   98,627,332    123,026,915 
Net change in unrealized appreciation/(depreciation)          
on investments in securities   379,135,499    889,161,832 
Net increase in net assets resulting from          
operations   517,349,823    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   (112,946,824)   (43,389,167)
Retail Class   (10,987,737)   (5,651,933)
Total dividends and distributions declared   (152,703,398)   (68,268,332)
Share transactions:          
Proceeds from sales of shares   1,074,403,293    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   17,440    34,753 
Cost of shares redeemed   (1,352,916,979)   (734,404,450)
Net increase (decrease) in net assets resulting          
from share transactions   (160,385,852)   1,719,999,645 
Total increase in net assets   204,260,573    2,695,448,097 
NET ASSETS:          
Beginning of year   6,012,122,344    3,316,674,247 
End of year (including undistributed net investment          
income of $33,434,756 and $22,616,601, respectively)  $6,216,382,917   $6,012,122,344 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

15
 

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

 

   For the years ended October 31,
   2014  2013  2012  2011  2010
Net asset value, beginning of year  $21.21   $17.46   $15.07   $13.91   $11.93 
Income from investment operations:                         
Net investment income1    0.14    0.13    0.10    0.12    0.07 
Net realized and unrealized gain   1.70    3.95    2.54    1.15    1.96 
Total income from investment operations   1.84    4.08    2.64    1.27    2.03 
Less dividends and distributions:                         
From net investment income   (0.10)   (0.10)   (0.07)   (0.07)   (0.05)
From net realized gains   (0.43)   (0.23)   (0.18)   (0.04)    
Total dividends and distributions   (0.53)   (0.33)   (0.25)   (0.11)   (0.05)
Short-term redemption fees1,2    0.00    0.00    0.00    0.00    0.00 
Net asset value, end of year  $22.52   $21.21   $17.46   $15.07   $13.91 
Total return   8.90%   23.78%   17.86%   9.19%   17.11%
                          
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $5,816   $5,645   $3,049   $809   $362 
Ratio of expenses to average net assets                         
before reductions   1.07%   1.09%   1.12%   1.14%   1.18%
Fee waiver   0.07%3   0.09%3   0.12%3   0.13%3   0.06%3
Expense offset arrangement   0.00%4   0.00%4   0.00%4   0.01%   0.01%
Ratio of expenses to average net assets                         
after reductions   1.00%   1.00%   1.00%   1.00%   1.11%
Ratio of net investment income to average                         
net assets   0.66%   0.65%   0.63%   0.85%   0.55%
Portfolio turnover rate   8%   12%   14%   17%   19%

 

 
1Calculated using average shares outstanding for the year.
2Less than $0.01.
3The ratio of expenses to average net assets for the fiscal years ended October 31, 2014, 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 March 1, 2016. For the fiscal years ended October 31, 2014, 2013, 2012, 2011 and 2010, the waived fees were $4,238,260, $3,983,262, $1,853,202, $793,607 and $177,639, respectively.
4Less than 0.01%.

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

16 
 

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

 

   For the years ended October 31,  For the
period from
March 25, 2011
(commencement
of operations) to
   2014  2013  2012  October 31, 2011
Net asset value, beginning of period  $13.99   $11.61   $10.11   $10.00 
Income from investment operations:                    
Net investment income1    0.06    0.06    0.05    0.02 
Net realized and unrealized gain   1.11    2.60    1.69    0.09 
Total income from investment operations   1.17    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 fees1,2    0.00    0.00    0.00    0.00 
Net asset value, end of period  $14.66   $13.99   $11.61   $10.11 
Total return   8.63%   23.42%   17.64%   1.10%
                     
Ratios/Supplemental data:                    
Net assets, end of period (in millions)  $400   $367   $267   $185 
Ratio of expenses to average net assets                    
before reductions   1.40%   1.42%   1.43%   1.59%3
Fee waiver   0.15%4   0.17%4   0.18%4   0.33%3,4
Expense offset arrangement   0.00%5   0.00%5   0.00%5   0.01%3
Ratio of expenses to average net assets                    
after reductions   1.25%   1.25%   1.25%   1.25%3
Ratio of net investment income to average                    
net assets   0.40%   0.44%   0.50%   0.37%3
Portfolio turnover rate   8%   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 fiscal years ended October 31, 2014, 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 March 1, 2016. For fiscal years ended October 31, 2014, 2013, 2012 and period ended October 31, 2011, the waived fees were $577,948, $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.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

17
 

BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS 
As of and for the year ended October 31, 2014 

 

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. Class N and Retail Class shares have different operating expenses. With the exception of class specific expenses, all expenses are allocated between classes based on net assets. 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 October 31, 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 Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. 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) 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.
18 
 

BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 entered into by the Fund under Master Repurchase Agreements (MRA) which permit the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from the Fund. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterparty’s bankruptcy or insolvency. Lastly, the MRA does not preclude the Fund from selling, transferring, pledging or hypothecating the underlying collateral but no such transaction shall relieve the Fund of its obligation to transfer the collateral to the counterparty upon the latter’s repurchase of the securities.

The Fund’s repurchase agreements as of October 31, 2014 are shown on a gross basis and the required disclosures under Accounting Standards Update (“ASU”) 2013-01 are shown in the Portfolio of Investments. Repurchase agreements are subject to credit risks.

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”

FINANCIAL STATEMENTS    OCTOBER 31, 2014

19
 

BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

transactions and utilization of capital loss carryforwards. These differences may 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 October 31, 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 year ended October 31, 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 $140,004,482 and $12,698,916 to Class N shares and Retail Class shareholders, respectively, during the year ended October 31, 2014.

The tax character of distributions paid during the fiscal years ended October 31, 2014 and 2013, respectively, were as follows:

Distributions paid from:
   Ordinary
income
  Net
long-term
capital gain
  Total
taxable
distributions
  Tax return
of capital
  Total
distributions
paid
2014:  $57,474,808   $95,228,590   $152,703,398       $152,703,398 
2013:   19,227,232    49,041,100    68,268,332        68,268,332 

 

As of October 31, 2014 and 2013, 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)
2014:  $51,831,756   $80,208,174   $132,039,930       $(1,024,321)  $1,611,286,594   $1,742,302,203 
2013:   51,311,687    95,217,318    146,529,005        (1,024,321)   1,232,151,095    1,377,655,779 

 

20 
 

BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

The Fund did not have a net capital loss carryforward at October 31, 2014.

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.

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.
3.Recent Accounting Pronouncements. On June 12, 2014, FASB issued ASU 2014-11, “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures”, which changes the accounting for repurchase-to-maturity transactions and repurchase financing arrangements. It also requires enhanced disclosures about repurchase agreements and other similar transactions. The accounting changes and disclosure guidance are effective for public entities for the first interim or annual period after December 15, 2014. Early adoption is not permitted for public companies. Management is currently evaluating the application of ASU 2014-11 and its impact, if any, on the Fund’s 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 year ended October 31, 2014, the Fund incurred $49,273,241 under the Agreement.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

21
 

BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 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 March 1, 2016, 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 year ended October 31, 2014, the Investment Adviser waived fees in the amount of $4,238,260 and $577,948 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 year ended October 31, 2014, the Fund incurred shareholder servicing fees in the amount of $14,433,560 and $964,328 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 the shareholder 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 year ended October 31, 2014, Retail Class shares of the Fund incurred $964,106 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 year ended October 31, 2014, the Fund incurred $388,301 in custody and fund accounting fees. These fees for the Fund were reduced by $1,460 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 year ended October 31, 2014, was $90.
22 
 

BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 year ended October 31, 2014, the Fund incurred $71,694 in independent Trustee compensation and reimbursements.
5.Investment Transactions. For the year ended October 31, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $521,336,277 and $441,321,510, 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 year ended
October 31, 2014
  For the year ended
October 31, 2013
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   43,745,874   $954,633,344    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   N/A     14,641    N/A     26,513 
Shares redeemed   (56,691,028)   (1,235,840,473)   (31,580,112)   (607,487,761)
Net increase (decrease)   (7,804,724)  $(174,837,003)   91,459,357   $1,684,827,261 
Retail Class                    
Shares sold   8,464,231   $119,769,949    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   N/A     2,799    N/A     8,240 
Shares redeemed   (8,266,193)   (117,076,506)   (9,887,218)   (126,916,689)
Net increase   1,068,772   $14,451,151    3,221,778   $35,172,384 

 

FINANCIAL STATEMENTS    OCTOBER 31, 2014

23
 

BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 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). 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). 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). 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). There are certain risks associated with investing in foreign securities not present in domestic investments, including, but not limited to, recovery of tax withheld by foreign jurisdictions (foreign tax 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 October 31, 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.
24 
 

BBH CORE SELECT 
DISCLOSURE OF FUND EXPENSES 
October 31, 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 six-month period and held for the entire period (May 1, 2014 to October 31, 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.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

25
 

BBH CORE SELECT 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 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
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Class N         
Actual  $1,000  $1,027  $5.11
Hypothetical2   $1,000  $1,020  $5.09
          
         Expenses Paid
   Beginning  Ending  During Period
   Account Value  Account Value  May 1, 2014 to
   May 1, 2014  October 31, 2014  October 31, 20141 
Retail Class         
Actual  $1,000  $1,026  $6.38
Hypothetical2   $1,000  $1,019  $6.36

 

 
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 184/365 (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.
26 
 

BBH CORE SELECT 
CONFLICTS OF INTEREST 
October 31, 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 it is determined 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 STATEMENTS    OCTOBER 31, 2014

27
 

BBH CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 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.

28 
 

BBH CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 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.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

29
 

BBH CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 2014 (unaudited) 

 

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.

30 
 

BBH CORE SELECT 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2014 (unaudited) 

 

BBH Core Select (the “Fund”) hereby designates $95,228,590 as an approximate amount of capital gain dividend for the purpose of dividends paid deduction.

Under Section 854(b)(2) of the Internal Revenue Code (the “Code”), the Fund designates up to a maximum of $57,474,808 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended October 31, 2014. In January 2015, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2014. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

100% of the ordinary income dividends paid by the Fund during the year ended October 31, 2014 qualifies for the dividends received deduction available to corporate shareholders.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

31
 

TRUSTEES AND OFFICERS OF BBH CORE SELECT 
(unaudited) 

 

Information pertaining to the Trustees of the BBH Trust (the “Trust”) and executive officers of the Trust is set forth below. The Statement of Additional Information for the BBH Core Select Fund includes additional information about the Fund’s Trustees and is available upon request, without charge, by contacting the Fund at 1-800-575-1265.

Name and
Birth Date
Position(s)
Held with
the Trust
Term of
Office and
Length of
Time
Served#
Principal Occupation(s)
During Past 5 Years
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee^
Other Public
Company or
Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Independent Trustees           
H. Whitney Wagner

Birth Date:
March 3, 1956 
Chairman of
the Board and
Trustee 
Chairman
Since 2014;
Trustee
Since 2007
and 2006-
2007 with
the
Predecessor
Trust 
President, Clear Brook Advisors, a
registered investment advisor. 
None. 
David P. Feldman

Birth Date:
November 16, 1939 
Trustee  Since 2007
and 1992-
2007 with
the
Predecessor
Trust 
Retired.  Director of
Dreyfus
Mutual Funds
(42 Funds). 
Andrew S. Frazier

Birth Date:
April 8, 1948 
Trustee  Since 2010  Consultant to Western World
Insurance Group, Inc. (“WWIG”)
(January 2010 to January 2012)
CEO of WWIG (1992-2009). 
Director of
WWIG. 
Mark M. Collins

Birth Date:
November 8, 1956 
Trustee  Since 2011  Partner of Brown Investment
Advisory Incorporated, a
registered investment advisor. 
Chairman of
Dillon Trust
Company. 
John M. Tesoro

Birth Date:
May 23, 1952 
Trustee  Since 2014  Partner, Certified Public
Accountant, KPMG LLP (Retired
in September 2012). 
Trustee,
Bridge Builder
Trust (1 Fund)
Director, Teton
Advisors, Inc.
(a registered
investment
adviser). 

 

32 
 

TRUSTEES AND OFFICERS OF BBH CORE SELECT 
(unaudited) 

 

Name, Address
and Birth Date
Position(s)
Held with
the Trust
Term of
Office and
Length of
Time
Served#
Principal Occupation(s)
During Past 5 Years
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee^
Other Public
Company or
Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Interested Trustees         
Susan C. Livingston+

50 Post Office
Square
Boston, MA 02110

Birth Date:
February 18, 1957 
Trustee  Since 2011  Partner (since 1998) and Senior
Client Advocate (since 2010) for
BBH&Co., Director of BBH
Luxembourg S.C.A. (since 1992);
Director of BBH Trust Company
(Cayman) Ltd. (2007 to April
2011); and BBH Investor Services
(London) Ltd. (2001 to April 2011). 
None. 
John A. Gehret+

140 Broadway
New York, NY 10005

Birth Date:
April 11, 1959 
Trustee  Since 2011  Limited Partner of BBH&Co.
(2012-present); General Partner
of BBH&Co. (1998 to 2011);
President and Principal Executive
Officer of the Trust (2008-2011).
None. 

 

FINANCIAL STATEMENTS    OCTOBER 31, 2014

33
 

TRUSTEES AND OFFICERS OF BBH CORE SELECT 
(unaudited) 
 

OFFICERS

Name, Address
and Birth Date
Position(s)
Held with
the Trust
Term of
Office and
Length of
Time
Served#
Principal Occupation(s) During Past 5 Years
Radford W. Klotz

140 Broadway
New York, NY 10005

Birth Date:
December 1, 1955 
President and
Principal
Executive
Officer 
Since 2011  Partner of BBH&Co. since 1995; joined BBH&Co. in 1977. 
Charles H. Schreiber

140 Broadway
New York, NY 10005

Birth Date:
December 10, 1957 
Treasurer and
Principal
Financial
Officer 
Since 2007
2006-2007
with the
Predecessor
Trust 
Senior Vice President of BBH&Co. since 2001; joined BBH&Co. in
1999. 
Mark A. Egert

140 Broadway
New York, NY 10005

Birth Date:
May 25, 1962 
Chief
Compliance
Officer
(“CCO”); and
Anti-Money
Laundering
Officer 
Since 2011



Since 2014 
Senior Vice President of BBH&Co. since June 2011; Partner at
Crowell & Moring LLP (April 2010 to May 2011); and CCO of
Cowen and Company (January 2005 to April 2010). 
Suzan Barron

50 Post Office
Square
Boston, MA 02110

Birth Date:
September 5, 1964 
Secretary  Since 2009  Senior Vice President and Senior Investor Services Counsel,
BBH&Co. since 2005. 
Rowena Rothman

140 Broadway
New York, NY 10005

Birth Date:
October 24, 1967 
Assistant
Treasurer 
Since 2011  Vice President of BBH&Co. since 2009. 

 

 
#All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Messrs. Wagner and Feldman previously served on the Board of Trustees of the Predecessor Trust.
+Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.
^The Fund Complex consists of the Trust, which has six series, and each is counted as one “Portfolio” for purposes of this table.
34 
 

Administrator  Investment Adviser 
Brown Brothers Harriman & Co.  Brown Brothers Harriman 
140 Broadway  Mutual Fund Advisory 
New York, NY 10005  Department 
  140 Broadway 
Distributor  New York, NY 10005 
Alps Distributors, Inc.   
1290 Broadway, Suite 1100   
Denver, CO 80203   

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


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.

 

35
 

Annual Report

OCTOBER 31, 2014

BBH Global Core Select

 
 

BBH GLOBAL CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2014 

 

BBH Global Core Select Class N (“Global Core Select” or “the Fund”) rose by 3.01%, net of fees, during its fiscal year ending October 31, 2014. During the same twelve-month period, the MSCI World Index1 (“MSCI World”) returned 8.67%. From inception through October 31, 2014, Global Core Select has returned 13.21% while the MSCI World has increased by 22.94%.

Global Core Select seeks to provide shareholders with long-term growth of capital. Fundamental business analysis and a valuation framework that is based on intrinsic value2 are the key elements underlying each Global Core Select investment. We look for companies that offer all, or most, of the following business and financial attributes: (i) essential products and services, (ii) loyal customers, (iii) leadership in an attractive market niche or industry, (iv) sustainable competitive advantages, (v) high returns on invested capital, and (vi) strong free cash flow. We believe businesses possessing these traits are favorably positioned to protect and grow capital through varying economic and market environments. In addition, we seek to invest in companies whose managers have high levels of integrity, are excellent operators, and are good capital allocators. Pursuant to our goal of not losing money on any single investment, we explicitly identify key risks outside of company management’s control so that we can fully consider the range of potential outcomes for each business. When a company meets our investment criteria and desired risk profile, we will consider establishing a position if its market price reaches 75% or less of our intrinsic value estimate. We maintain a buy-and-own approach with holding periods often reaching 3-5 years or longer. We will typically sell an investment if it appreciates to a level near our estimate of intrinsic value. Our long-term performance goals are not driven by benchmark comparisons, but instead are focused on the achievement of attractive absolute returns over full market cycles.

Fiscal year 2014 saw continued gains in global equity markets, with the MSCI World reaching an all-time high in July. While economic challenges remain in both developing and developed markets, a combination of strong corporate earnings, share repurchases, rising investor sentiment and equity-directed asset flows have driven stock prices to tremendous gains over the last several years. Although the Fund has participated in these gains, our capital preservation imperative has led us to develop a more cautious perspective based on our view that financial asset price inflation has run well ahead of underlying economic performance. In our view, this divergence presents the risk of valuation excesses in equities as well as fixed income. We believe that aggressive monetary intervention by global central banks has been a major factor in this dichotomy, and we foresee the potential for increased market volatility when such policies are normalized. We are also alert to the possibility that yield-chasing behavior, momentum and an excess of credit creation — all features of a loose monetary environment — may be pushing equity valuations to levels that limit further upside or present risks of a correction. Accordingly, we are acting with a heightened degree of caution. Our consistent goal is to minimize both business risk and price risk by applying our demanding qualitative criteria and using an intrinsic value framework to maintain a margin of safety in our holdings.

During fiscal 2014 we added four new companies to the Global Core Select portfolio: Zoetis, the leading global provider of animal health products; Unilever, a world leader in the food, home and personal care

 
1MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets.
2We prepare proprietary financial models for each Core Select company in order to determine an estimate of intrinsic value. Discounted cash flow analysis is the primary quantitative model used in our research process. We supplement our discounted cash flow work with other quantitative analyses, such as economic profit models, internal rate of return models, and free cash flow multiples.
2 
 

BBH GLOBAL CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

markets; Oracle, one of the foremost providers of enterprise infrastructure software; and Lundin Petroleum, an energy exploration and production company with attractive assets in Norway and Malaysia, among other regions. We believe these companies possess very strong competitive positions in attractive end markets and are run by operationally savvy management teams focused on long-term value creation.

We exited two positions during the fiscal year: Tesco and PepsiCo. PepsiCo had been a mid-sized position that generated attractive returns for us over our ownership period. We exited the position when the price approached our estimate of intrinsic value. Tesco was a disappointing investment which could not overcome the challenge of an increasingly competitive British grocery environment. We exited our position following the company’s disclosure of accounting irregularities as it presented a risk that historical operating results may have been inflated and therefore may not be a reliable basis for analysis of the company’s earnings power. This level of uncertainty and associated erosion of a margin of safety led to our decision to exit.

Our largest positive contributors in fiscal 2014 were Microsoft, Wells Fargo, and Novartis. Investor sentiment toward Microsoft has markedly improved as the company has made substantial progress on its strategic realignment toward a cloud-oriented approach focused on platforms and services. Wells Fargo has grown its earnings per share and solidified its capital position even as thin lending spreads have offset solid organic loan growth. Novartis benefited from stronger sales growth, favorable pipeline developments and a well-received corporate realignment program.

In addition to Tesco, the largest detractors from the Fund’s performance in fiscal 2014 were Sanofi and Lundin Petroleum. Sanofi’s decline came after a cautious pricing outlook for its flagship diabetes franchise and the Board of Directors’ unexpected removal of the CEO. We were surprised by the company’s comments regarding the apparent need for heavy rebates on diabetes drugs and are undertaking an evaluation of Sanofi’s competitive position and pricing strategy. We believe the company’s other businesses are executing well; Sanofi is positioned favorably towards emerging markets and biologics in the face of significant patent expirations and cost containment and it has strengthened its position in attractive market segments. Lundin has faced negative sentiment surrounding weaker hydrocarbon prices. However, the company’s development pipeline remains on schedule and we expect accelerating production growth over the coming years.

As of October 31, 2014, Global Core Select held positions in 33 companies, with approximately 42% of the assets in the ten largest holdings. The Fund ended the fiscal year trading at roughly 82% of our weighted average underlying intrinsic value estimates. While the price-to-intrinsic value relationship remains high for both our current holdings and many of our ‘wish list’ stocks, we have been able to find a select few investments trading at or below our 75% price-to-intrinsic-value threshold. Consequently, we have reduced our cash and cash equivalents over the year, but it remained at approximately 6% at the end of the fiscal year.

The Global Core Select investment team remains focused on the careful and patient application of our investment criteria and valuation requirements in all markets around the world. Our bottom-up research work emphasizes business quality, industry structures, growth opportunities, management skill and corporate culture. We use absolute, not relative methods to estimate companies’ intrinsic values, and we use the movement of market prices around these intrinsic value estimates to construct and manage a concentrated portfolio of high-quality businesses that have the potential to create sustained shareholder value over many years.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

3
 

BBH GLOBAL CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

Growth of $10,000 Invested in BBH Global Core Select

The graph below illustrates the hypothetical investment of $10,0001 in the Class N shares of the Fund since inception, March 28, 2013 as compared to the MSCI World Index.


The annualized gross expense ratios as in the February 28, 2014 prospectus for Class N and Retail Class shares were 1.87% and 4.88%, respectively.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund performance changes over time and current performance may be lower or higher than what is stated. Fund shares redeemed within 30 days of purchase are subject to a redemption fee of 2.00%. Returns do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For performance current to the most recent month-end please call 1-800-575-1265.

Hypothetical performance results are calculated on a total return basis and include all portfolio income, unrealized and realized capital gains, losses and reinvestment of dividends and other earnings. No one shareholder has actually achieved these results and no representation is being made that any actual shareholder achieved, or is likely to achieve, similar results to those shown. Hypothetical performance does not represent actual trading and may not reflect the impact of material economic and market factors. Undue reliance should not be placed on hypothetical performance results in making an investment decision.

 
1The Fund’s performance assumes the reinvestment of all dividends and distributions. The MSCI World Index has been adjusted to reflect reinvestment of dividends on securities. The MSCI World Index is not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged. Investments cannot be made in an index.
4 
 

BBH GLOBAL CORE SELECT 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Trustees of the BBH Trust and Shareholders of BBH Global Core Select:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Global Core Select (a series of BBH Trust) (the “Fund”) as of October 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year ended October 31, 2014 and for the period from March 28, 2013 (commencement of operations) to October 31, 2013. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Global Core Select as of October 31, 2014, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from March 28, 2013 (commencement of operations) to October 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2014

FINANCIAL STATEMENTS    OCTOBER 31, 2014

5
 

BBH GLOBAL CORE SELECT 
PORTFOLIO ALLOCATION 
October 31, 2014 

 

COUNTRY DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Canada  $8,229,596    6.4%
Curacao   3,418,569    2.6 
France   7,522,104    5.8 
Germany   6,880,483    5.3 
Netherlands   4,672,863    3.6 
Norway   2,171,071    1.7 
Sweden   5,382,452    4.2 
Switzerland   12,251,391    9.5 
United Kingdom   7,814,274    6.1 
United States   63,106,981    49.0 
Repurchase Agreements   5,000,000    3.9 
Cash and Other Assets in Excess of Liabilities   2,446,777    1.9 
NET ASSETS  $128,896,561    100.0%

 

All data as of October 31, 2014. The Fund’s country diversification is expressed as a percentage of net assets and may vary over time. The Fund’s country diversification is based on the respective security’s country of incorporation.

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

6 
 

BBH GLOBAL CORE SELECT 
PORTFOLIO ALLOCATION (continued) 
October 31, 2014 

 

SECTOR DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Basic Materials  $13,421,920    10.4%
Communications   13,867,610    10.8 
Consumer Cyclical   15,595,680    12.1 
Consumer Non-Cyclical   30,754,793    23.9 
Energy   16,010,484    12.4 
Financials   13,349,814    10.3 
Technology   18,449,483    14.3 
Repurchase Agreements   5,000,000    3.9 
Cash and Other Assets in Excess of Liabilities   2,446,777    1.9 
NET ASSETS  $128,896,561    100.0%

 

All data as of October 31, 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 STATEMENTS    OCTOBER 31, 2014

7
 

BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS 
October 31, 2014 

 

       
Shares     Value
     COMMON STOCKS (94.2%)     
     CANADA (6.4%)     
     ENERGY     
 98,800   ARC Resources, Ltd.  $2,327,900 
 44,100   Vermilion Energy, Inc.   2,500,342 
         4,828,242 
     FINANCIALS     
 50,775   Intact Financial Corp.   3,401,354 
     Total Canada   8,229,596 
           
     CURACAO (2.6%)     
     ENERGY     
 34,650   Schlumberger, Ltd.   3,418,569 
     Total Curacao   3,418,569 
           
     FRANCE (5.8%)     
     COMMUNICATIONS     
 81,800   JCDecaux S.A.   2,714,718 
     CONSUMER NON-CYCLICAL     
 51,925   Sanofi   4,807,386 
     Total France   7,522,104 
           
     GERMANY (5.3%)     
     BASIC MATERIALS     
 54,300   Brenntag AG   2,628,291 
 104,700   Fuchs Petrolub AG   3,836,943 
 10,700   Fuchs Petrolub AG (Preference Shares)   415,249 
     Total Germany   6,880,483 
           
     NETHERLANDS (3.6%)     
     COMMUNICATIONS     
 64,675   Nielsen NV   2,748,041 
     CONSUMER NON-CYCLICAL     
 49,600   Unilever NV   1,924,822 
     Total Netherlands   4,672,863 
           
     NORWAY (1.7%)     
     ENERGY     
 92,900   TGS Nopec Geophysical Co. ASA   2,171,071 
     Total Norway   2,171,071 

 

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

8 
 

BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

       
Shares     Value
   COMMON STOCKS (continued)   
   SWEDEN (4.2%)   
   ENERGY   
 192,100   Lundin Petroleum AB1   $2,717,940 
     FINANCIALS     
 56,000   Svenska Handelsbanken AB (Class A)   2,664,512 
     Total Sweden   5,382,452 
           
     SWITZERLAND (9.5%)     
     CONSUMER NON-CYCLICAL     
 86,125   Nestle SA  6,302,327 
 64,175   Novartis AG   5,949,064 
     Total Switzerland   12,251,391 
           
     UNITED KINGDOM (6.1%)     
     COMMUNICATIONS     
 157,300   Pearson, Plc.   2,946,694 
     CONSUMER NON-CYCLICAL     
 93,700   Diageo, Plc.   2,757,740 
 25,100   Reckitt Benckiser Group, Plc.   2,109,840 
         4,867,580 
     Total United Kingdom   7,814,274 
           
     UNITED STATES (49.0%)     
     BASIC MATERIALS     
 44,450   Celanese Corp. (Series A)   2,610,549 
 31,200   Praxair, Inc.   3,930,888 
         6,541,437 
     COMMUNICATIONS     
 3,355   Google, Inc. (Class A)1   1,905,204 
 6,355   Google, Inc. (Class C)1   3,552,953 
         5,458,157 
     CONSUMER CYCLICAL     
 70,950   Bed, Bath & Beyond, Inc.1    4,777,773 
 172,300   Sally Beauty Holdings, Inc.1    5,050,113 
 48,700   Target Corp.   3,010,634 
 36,150   Wal-Mart Stores, Inc.   2,757,160 
         15,595,680 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

9
 

BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

       
Shares     Value
     COMMON STOCKS (continued)     
     UNITED STATES (continued)     
     CONSUMER NON-CYCLICAL     
 39,500   Baxter International, Inc.  $2,770,530 
 111,224   Zoetis, Inc.   4,133,084 
         6,903,614 
     ENERGY     
 32,325   Occidental Petroleum Corp.   2,874,662 
     FINANCIALS     
 137,200   Wells Fargo & Co.   7,283,948 
     TECHNOLOGY     
 111,925   Microsoft Corp.   5,254,879 
 107,500   Oracle Corp.   4,197,875 
 70,425   QUALCOMM, Inc.   5,529,067 
 66,750   Solera Holdings, Inc.   3,467,662 
         18,449,483 
     Total United States   63,106,981 
     Total Common Stocks (Identified cost $112,455,362)   121,449,784 

 

Principal
Amount
    Maturity
Date
  Interest
Rate
   
    REPURCHASE AGREEMENTS (3.9%)             
$  5,000,000   National Australia Bank (Agreement             
    dated 10/31/2014 collateralized by U.S.             
    Treasury Note 1.500%, due 5/31/2019,             
    valued at $5,100,000)    11/03/14    0.100%    5,000,000 
    Total Repurchase Agreements             
    (Identified cost $5,000,000)            5,000,000 
TOTAL INVESTMENTS (Identified cost $117,455,362)2        98.1%    $126,449,784 
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES        1.9%    2,446,777 
NET ASSETS        100.0%    $128,896,561 

 

 
1Non-income producing security.
2The aggregate cost for federal income tax purposes is $117,555,128, the aggregate gross unrealized appreciation is $12,675,290 and the aggregate gross unrealized depreciation is $3,780,634, resulting in net unrealized appreciation of $8,894,656.

The Fund’s country diversification is based on the respective security’s country of incorporation.

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

10 
 

BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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 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 STATEMENTS    OCTOBER 31, 2014

11
 

BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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 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.

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 October 31, 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
October 31, 2014
Basic Materials  $6,541,437   $6,880,483   $   $13,421,920 
Communications   8,206,198    5,661,412        13,867,610 
Consumer Cyclical   15,595,680            15,595,680 
Consumer Non-Cyclical   6,903,614    23,851,179        30,754,793 
Energy   11,121,473    4,889,011        16,010,484 
Financials   10,685,302    2,664,512        13,349,814 
Technology   18,449,483            18,449,483 
Repurchase Agreements       5,000,000        5,000,000 
Investments, at value  $77,503,187   $48,946,597   $   $126,449,784 

 

 
*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 during the period ended October 31, 2014, based on the valuation input levels on October 31, 2013.

 

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

12 
 

BBH GLOBAL CORE SELECT 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2014 

 

ASSETS:   
Investments in securities, at value (Identified cost $112,455,362)  $121,449,784
Repurchase agreements (Identified cost $5,000,000)  5,000,000
Cash  2,251,556
Foreign currency at value (Identified cost $211,486)  209,867
Receivables for:   
Dividends and interest  177,538
Investment advisory and administrative fees waiver reimbursement  2,355
Prepaid assets  21,570
Total Assets  129,112,670
LIABILITIES:   
Payables for:   
Investment advisory and administrative fees  100,420
Professional fees  41,537
Custody and fund accounting fees  29,857
Shareholder servicing fees  15,856
Shares redeemed  4,799
Transfer agent fees  2,211
Distributors fees  1,836
Board of Trustees’ fees  1,204
Accrued expenses and other liabilities  18,389
Total Liabilities  216,109
NET ASSETS  $128,896,561
Net Assets Consist of: 
Paid-in capital  $117,235,901
Undistributed net investment income  1,308,016
Accumulated net realized gain on investments in securities and foreign   
exchange transactions  1,374,552
Net unrealized appreciation/(depreciation) on investments in securities   
and foreign currency translations  8,978,092
Net Assets  $128,896,561
NET ASSET VALUE AND OFFERING PRICE PER SHARE   
CLASS N SHARES   
($126,687,579 ÷ 11,242,467 shares outstanding)  $11.27
RETAIL CLASS SHARES   
($2,208,982 ÷ 196,553 shares outstanding)  $11.24

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

13
 

BBH GLOBAL CORE SELECT 
STATEMENT OF OPERATIONS 
For the year ended October 31, 2014 

 

NET INVESTMENT INCOME:   
Income:   
Dividends (net of foreign withholding taxes of $248,043)  $3,105,961 
Interest and other income  2,280 
Total Income  3,108,241 
Expenses:   
Investment advisory and administrative fees  1,308,851 
Shareholder servicing fees  206,661 
Board of Trustees’ fees  72,382 
Professional fees  62,193 
Custody and fund accounting fees  48,236 
Transfer agent fees  24,262 
Distributors fees  23,615 
Miscellaneous expenses  117,676 
Total Expenses  1,863,876 
Investment advisory and administrative fees waiver  (131,770) 
Expense offset arrangement  (4,663) 
Net Expenses  1,727,443 
Net Investment Income  1,380,798 
NET REALIZED AND UNREALIZED GAIN:   
Net realized gain on investments in securities  1,374,585 
Net realized gain on foreign exchange transactions  7,126 
Net realized gain on investments in securities and foreign exchange   
transactions and translations  1,381,711 
Net change in unrealized appreciation/(depreciation) on investments   
in securities  2,928,860 
Net change in unrealized appreciation/(depreciation) on foreign   
currency translations  (15,346) 
Net change in unrealized appreciation/(depreciation) on investments   
in securities and foreign currency translations  2,913,514 
Net Realized and Unrealized Gain  4,295,225 
Net Increase in Net Assets Resulting from Operations  $5,676,023 

 

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

14 
 

BBH GLOBAL CORE SELECT 
STATEMENTS OF CHANGES IN NET ASSETS 
October 31, 2014 

 

   For the
year ended
October 31,
2014
  For the period
from March 28,
2013
(commencement
of operations)
to October 31,
2013
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $1,380,798   $124,848 
Net realized gain on investments in securities and          
foreign exchange transactions and translations   1,381,711    276,170 
Net change in unrealized appreciation/(depreciation)          
on investments in securities and foreign currency          
translations   2,913,514    4,611,654 
Net increase in net assets resulting from          
operations   5,676,023    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 merger       15,389,487 
Proceeds from sales of shares   90,631,256    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   22,617    27 
Cost of shares redeemed   (57,344,474)   (597,483)
Net increase in net assets resulting from          
share transactions   33,774,811    84,914,014 
Total increase in net assets   38,969,875    89,926,686 
NET ASSETS:          
Beginning of period   89,926,686     
End of period (including undistributed net investment          
income of $1,308,016 and $123,588, respectively)  $128,896,561   $89,926,686 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

15
 

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

 

   For the
year ended
October 31,
2014
  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    0.12    0.03 
Net realized and unrealized gain   0.21    0.96 
Total income from investment operations   0.33    0.99 
Less dividends and distributions:          
From net investment income   (0.02)    
From net realized gains   (0.03)    
Total dividends and distribution   (0.05)    
Short term redemption fees1    0.00 2    
Net asset value, end of period  $11.27   $10.99 
Total return   3.01%   9.90%
Ratios/Supplemental data:          
Net assets, end of period (in millions)  $127   $88 
Ratio of expenses to average net assets before          
reductions   1.32%   1.87%3
Fee waiver   0.07%4   0.61%3,4
Expense offset arrangement   0.00%5   0.01%3
Ratio of expenses to average net assets after          
reductions   1.25%   1.25%3
Ratio of net investment income to average net assets   1.01%   0.50%3
Portfolio turnover rate   40%   6%6

 

 
1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Annualized.
4The ratio of expenses to average net assets for the fiscal year ended October 31, 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 March 1, 2016. For fiscal year ended October 31, 2014 and the period ended October 31, 2013, the waived fees were $90,671 and $152,928 respectively.
5Less than 0.01%.
6Represents Fund portfolio turnover for the period ended October 31, 2013.

 

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

16 
 

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

 

   For the
year ended
October 31,
2014
  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    0.07    0.002
Net realized and unrealized gain   0.22    0.98 
Total income from investment operations   0.29    0.98 
Less dividends and distributions:          
From net investment income   (0.01)    
From net realized gains   (0.03)    
Total dividends and distribution   (0.04)    
Short term redemption fees1    0.01    0.002
Net asset value, end of period  $11.24   $10.98 
Total return   2.70%   9.80%
Ratios/Supplemental data:          
Net assets, end of period (in millions)  $2   $2 
Ratio of expenses to average net assets before          
reductions   3.36%   4.88%3
Fee waiver   1.86%4   3.37%3,4
Expense offset arrangement   0.00%5   0.01%3
Ratio of expenses to average net assets after          
reductions   1.50%   1.50%3
Ratio of net investment income to average net assets   0.61%   0.02%3
Portfolio turnover rate   40%   6%6

 

 
1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Annualized.
4The ratio of expenses to average net assets for the fiscal year ended October 31, 2014 and the period ended October 31, 2013 reflect fees reduced as result of a contractual operating expense limitation of the Fund 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 March 1, 2016. For fiscal year ended October 31, 2014 and the period ended October 31, 2013, the waived fees were $41,099 and $17,913, respectively.
5Less than 0.01%
6Represents Fund portfolio turnover for the period ended October 31, 2013.

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

17
 

BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS 
As of and for the year ended October 31, 2014 

 

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. Class N and Retail Class shares have different operating expenses. With the exception of class specific expenses, all expenses are allocated between classes based on net assets. Neither Class N shares nor Retail Class shares convert to any other class of shares of the Fund. As of October 31, 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 Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. 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) 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; (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
18 
 

BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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.

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 entered into by the Fund under Master Repurchase Agreements (MRA) which permit the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from the Fund. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterparty’s bankruptcy or insolvency. Lastly, the MRA does not preclude the Fund from selling, transferring, pledging or hypothecating the underlying collateral but no such transaction shall relieve the Fund of its obligation to transfer the collateral to the counterparty upon the latter’s repurchase of the securities.

The Fund’s repurchase agreements as of October 31, 2014 are shown on a gross basis and the required disclosures under Accounting Standards Update (“ASU”) 2013-01 are shown in the Portfolio of Investments. Repurchase agreements are subject to credit risks.

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

19
 

BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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.

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 may 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

20 
 

BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

tax benefits as of October 31, 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 year ended October 31, 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 amount of $474,475 and $6,484 to Class N and Retail Class shareholders, respectively, during the year ended October 31, 2014.

The tax character of distributions paid during the fiscal year ended October 31, 2014, was as follows:

Distributions paid from:
    Ordinary
income
  Net
long-term
capital gain
  Total
taxable
distributions
  Tax return
of capital
  Total
distributions
paid
2014:    $450,565    $30,394    $480,959    —    $480,959 

 

The Fund did not pay distributions during the period from March 28, 2013 (commencement of operations) to October 31, 2013.

As of October 31, 2014 and 2013, 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)
2014:   $1,724,328    $1,058,006    $2,782,334      $(99,766)    $8,978,092    $11,660,660 
2013:    370,647    30,379    401,026      (8)    6,064,578    6,465,596 

 

The Fund did not have a net capital loss carryforward at October 31, 2014.

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.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

21
 

BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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.
3.Recent Accounting Pronouncements.

On June 12, 2014, FASB issued ASU 2014-11, “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures”, which changes the accounting for repurchase-to-maturity transactions and repurchase financing arrangements. It also requires enhanced disclosures about repurchase agreements and other similar transactions. The accounting changes and disclosure guidance are effective for public entities for the first interim or annual period after December 15, 2014. Early adoption is not permitted for public companies. Management is currently evaluating the application of ASU 2014-11 and its impact, if any, on the Fund’s 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 year ended October 31, 2014, the Fund incurred $1,308,851 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 March 1, 2016, 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 year ended October 31, 2014, the SID waived fees in the amount of $90,671 and $41,099 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 year ended October 31, 2014, the Fund incurred shareholder servicing fees in the amount of $203,349 and $3,312 for Class N and Retail Class, respectively.
22 
 

BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 the shareholder 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 1.50% of the average daily net assets. For the year ended October 31, 2014, Retail Class shares of the Fund incurred $5,519 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 year ended October 31, 2014, the Fund incurred $48,236 in custody and fund accounting fees. These fees for the Fund were reduced by $4,663 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 year ended October 31, 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 year ended October 31, 2014, the Fund incurred $72,382 in independent Trustee compensation and reimbursements.
5.Investment Transactions. For the year ended October 31, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $85,588,406 and $50,170,798, respectively.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

23
 

BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 year ended
October 31, 2014
   For the period ended
October 31, 2013*
 
   Shares    Dollars    Shares    Dollars  
Class N                            
Shares issued in connection with merger       $      1,538,949    $ 15,389,487  
Shares sold    7,899,060      88,700,654      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      21,404            
Shares redeemed    (4,721,624 )    (55,847,069 )    (21,215 )    (221,696 )
Net increase    3,219,355    $ 33,335,259      8,023,112    $ 83,288,767  

 

    For the year ended
October 31, 2014
    For the period ended
October 31, 2013**
 
    Shares      Dollars      Shares      Dollars   
Retail Class                                 
Shares sold      169,368     $ 1,930,602       192,744     $ 2,001,007  
Shares issued in connection with                                 
reinvestments of dividends      469       5,142              
Proceeds from short-term redemption fees      N/A       1,213       N/A       27  
Shares redeemed      (130,235 )     (1,497,405 )     (35,793 )     (375,787 )
Net increase      39,602     $ 439,552       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.

 

7.Prior Year 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
24 
 

BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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). 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). 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). There are certain risks associated with investing in foreign securities not present in domestic investments, including, but not limited to, recovery of tax withheld by foreign jurisdictions (foreign tax risk), capital controls imposed by foreign governments in response to economic or political events that may impact the ability of the Fund to buy, sell or otherwise transfer securities or currency (capital controls risk), and risks from investing in securities of issuers based in developing countries (emerging markets risk). Non-U.S. currencies invested in by the Fund may depreciate against the U.S. dollar (currency exchange rate 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.
9.Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 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 STATEMENTS    OCTOBER 31, 2014

25
 

BBH GLOBAL CORE SELECT 
DISCLOSURE OF FUND EXPENSES 
October 31, 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 (May 1, 2014 to October 31, 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.

26 
 

BBH GLOBAL CORE SELECT 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 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
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Class N           
Actual  $1,000   $964   $6.19
Hypothetical2  $1,000   $1,019   $6.36

 

  Beginning
Account Value
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Retail Class           
Actual  $1,000    $962    $7.42 
Hypothetical2  $1,000    $1,018    $7.63 

 

 
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 184/365 (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 STATEMENTS    OCTOBER 31, 2014

27
 

BBH GLOBAL CORE SELECT 
CONFLICTS OF INTEREST 
October 31, 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 it is determined 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.

28 
 

BBH GLOBAL CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 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.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

29
 

BBH GLOBAL CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 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 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.

30 
 

BBH GLOBAL CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 2014 (unaudited) 

 

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 STATEMENTS    OCTOBER 31, 2014

31
 

BBH GLOBAL CORE SELECT 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2014 (unaudited) 

 

BBH Global Core Select (the “Fund”) hereby designates $30,394 as an approximate amount of capital gain dividend for the purpose of dividends paid deduction.

Under Section 854(b)(2) of the Internal Revenue Code (the “Code”), the Fund designates up to a maximum of $450,565 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended October 31, 2014. In January 2015, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2014. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

100% of the ordinary income dividends paid by the Fund during the year ended October 31, 2014 qualifies for the dividends received deduction available to corporate shareholders.

32 
 

TRUSTEES AND OFFICERS OF BBH GLOBAL CORE SELECT 
(unaudited) 

 

Information pertaining to the Trustees of the BBH Trust (the “Trust”) and executive officers of the Trust is set forth below. The Statement of Additional Information for the BBH Global Core Select includes additional information about the Fund’s Trustees and is available upon request, without charge, by contacting the Fund at 1-800-575-1265.

Name and
Birth Date
Position(s)
Held with
the Trust
  Term of
Office and
Length of
Time
Served#
Principal Occupation(s)
During Past 5 Years
Number of Portfolios in Fund Complex Overseen by Trustee^ Other Public Company or Investment Company Directorships held by Trustee During Past 5 Years
     
Independent Trustees          
H. Whitney Wagner

Birth Date:
March 3, 1956

Chairman of the Board and Trustee   Chairman Since 2014; Trustee Since 2007 and 2006-2007 with the Predecessor Trust President, Clear Brook Advisors, a registered investment advisor. 6 None.
David P. Feldman

Birth Date:
November 16, 1939

Trustee   Since 2007 and 1992-2007 with the Predecessor Trust Retired. 6 Director of Dreyfus Mutual Funds (42 Funds).
Andrew S. Frazier

Birth Date:
April 8, 1948

Trustee   Since 2010 Consultant to Western World Insurance Group, Inc. (“WWIG”) (January 2010 to January 2012) CEO of WWIG (1992-2009). 6 Director of WWIG.
Mark M. Collins

Birth Date:
November 8, 1956

Trustee   Since 2011 Partner of Brown Investment Advisory Incorporated, a registered investment advisor. 6 Chairman of Dillon Trust Company.
John M. Tesoro

Birth Date:
May 23, 1952

Trustee   Since 2014 Partner, Certified Public Accountant, KPMG LLP (Retired in September 2012). 6 Trustee, Bridge Builder Trust (1 Fund) Director, Teton Advisors, Inc. (a registered investment adviser).

 

FINANCIAL STATEMENTS    OCTOBER 31, 2014

33
 

TRUSTEES AND OFFICERS OF BBH GLOBAL CORE SELECT 
(unaudited) 

 

Name, Address
and Birth Date
Position(s)
Held with
the Trust
Term of
Office and
Length of
Time
Served#
Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee^
Other Public
Company or
Investment
Company
Directorships
held by
Trustee
During Past
5 Years
         
Interested Trustees          
Susan C. Livingston+

50 Post Office Square
Boston, MA 02110

Birth Date:
February 18, 1957

Trustee Since 2011 Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co., Director of BBH Luxembourg S.C.A. (since 1992); Director of BBH Trust Company (Cayman) Ltd. (2007 to April 2011); and BBH Investor Services (London) Ltd. (2001 to April 2011).   6 None.
             
John A. Gehret+

140 Broadway
New York, NY 10005

Birth Date:
April 11, 1959

Trustee Since 2011 Limited Partner of BBH&Co. (2012-present); General Partner of BBH&Co. (1998 to 2011); President and Principal Executive Officer of the Trust (2008-2011).   6 None.

 

34 
 

TRUSTEES AND OFFICERS OF BBH GLOBAL CORE SELECT 
(unaudited) 

OFFICERS 

Name, Address
and Birth Date
Position(s)
Held
with the Trust
  Term of
Office and
Length of
Time
Served#
Principal Occupation(s) During Past 5 Years
Radford W. Klotz

140 Broadway
New York, NY 10005

Birth Date:
December 1, 1955 

President and Principal Executive Officer    Since 2011  Partner of BBH&Co. since 1995; joined BBH&Co. in 1977. 
         
Charles H. Schreiber

140 Broadway
New York, NY 10005

Birth Date:
December 10, 1957 

Treasurer and Principal Financial Officer    Since 2007
2006-2007 with the Predecessor Trust 
Senior Vice President of BBH&Co. since 2001; joined BBH&Co. in 1999. 
         
     
Mark A. Egert

140 Broadway
New York, NY 10005

Birth Date:
May 25, 1962 

Chief Compliance Officer (“CCO”); and Anti-Money Laundering Officer    Since 2011

Since 2014 
Senior Vice President of BBH&Co. since June 2011; Partner at Crowell & Moring LLP (April 2010 to May 2011); and CCO of Cowen and Company (January 2005 to April 2010). 
         
     
     
Suzan Barron

50 Post Office Square
Boston, MA 02110

Birth Date:
September 5, 1964 

Secretary    Since 2009  Senior Vice President and Senior Investor Services Counsel, BBH&Co. since 2005. 
         
Rowena Rothman

140 Broadway
New York, NY 10005

Birth Date:
October 24, 1967 

Assistant
Treasurer 
  Since 2011  Vice President of BBH&Co. since 2009. 

 

 
#All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Messrs. Wagner and Feldman previously served on the Board of Trustees of the Predecessor Trust.
+Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.
^The Fund Complex consists of the Trust, which has six series, and each is counted as one “Portfolio” for purposes of this table.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

35
 

Administrator  Investment Adviser 
Brown Brothers Harriman & Co.  Brown Brothers Harriman 
140 Broadway  Mutual Fund Advisory 
New York, NY 10005  Department 
  140 Broadway 
Distributor  New York, NY 10005 
Alps Distributors, Inc.   
1290 Broadway, Suite 1100   
Denver, CO 80203   

 

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


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.

 

  
 

Annual Report

OCTOBER 31, 2014

BBH International Equity Fund

 
 

BBH INTERNATIONAL EQUITY FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2014 

 

For the 12-month period ended October, 31 2014, the BBH International Equity Fund (the “Fund”) Class N Shares returned 0.01% net of fees. The Fund’s benchmark, the MSCI Europe, Australasia Far East Index1 (the “EAFE”), returned -0.60% over the same period. The Fund continues to employ two sub-advisers who are monitored by the investment adviser. One sub-adviser, Mondrian Investment Partners Limited (“Mondrian”), employs a value strategy while the other, Walter Scott & Partners Limited (“Walter Scott”), employs a growth strategy. New assets continue to be allocated equally between both sub-advisers.

The Fund slightly outperformed its benchmark primarily due to strong stock selection in the Healthcare sector as well as an overweight to the overall sector. Individual stocks that performed well over the 12-month period included Novartis AG (held by both sub-advisers) and Teva Pharmaceuticals (held by Mondrian). Good stock picking in the Telecommunications sector also contributed to the Fund’s outperformance relative to the EAFE Index with China Mobile (held by both sub-advisers) being the largest single contributor. Detractors over the course of the year included poor stock selection in the Consumer Cyclical and Energy sectors. Specifically, shares in Adidas AG (held by Walter Scott) and BG Group PLC (held by both sub-advisers) sold off during the year in these respective sectors.

Both managers continued to employ strategies focused on an objective of total return, primarily through capital appreciation, rather than focus on particular benchmarks. They invest in what they believe are quality businesses with clear plans for the future, competitive positions among peers and strong management teams dedicated to increasing shareholder value.

 
1MSCI Europe, Australasia and Far East Index (EAFE) is an unmanaged market capitalization-weight equity index comprising 20 of 48 countries in the MSCI universe and representing the developed world outside of North America. Each MSCI country index is created separately, then aggregated, without change, into regional MSCI indices. EAFE performance data is calculated in U.S. dollars and in local currency. Investments cannot be made in an index.
2
 

BBH INTERNATIONAL EQUITY FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

Growth of $10,000 Invested in BBH International Equity

The graph below illustrates the hypothetical investment of $10,0001 in the Class N shares of the Fund over the ten years ended October 31, 2014 as compared to the MSCI EAFE.


The annualized gross expense ratios as in the February 28, 2014 prospectus for Class N and Class I shares were 1.14% and 0.90%, respectively.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund performance changes over time and current performance may be lower or higher than what is stated. Fund shares redeemed within 30 days of purchase are subject to a redemption fee of 2.00%. Returns do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For performance current to the most recent month-end please call 1-800-575-1265.

Hypothetical performance results are calculated on a total return basis and include all portfolio income, unrealized and realized capital gains, losses and reinvestment of dividends and other earnings. No one shareholder has actually achieved these results and no representation is being made that any actual shareholder achieved, or is likely to achieve, similar results to those shown. Hypothetical performance does not represent actual trading and may not reflect the impact of material economic and market factors. Undue reliance should not be placed on hypothetical performance results in making an investment decision.

 
1The Fund’s performance assumes the reinvestment of all dividends and distributions. The EAFE has been adjusted to reflect reinvestment of dividends on securities in the index. The EAFE is not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance.
FINANCIAL STATEMENTS    OCTOBER 31, 20143
 

BBH INTERNATIONAL EQUITY FUND 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Trustees of the BBH Trust and Shareholders of
BBH International Equity Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH International Equity Fund (a series of BBH Trust) (the “Fund”) as of October 31, 2014, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH International Equity Fund as of October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2014

4
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO ALLOCATION 
October 31, 2014 

 

COUNTRY DIVERSIFICATION      
   U.S. $ Value  Percent of
Net Assets
Australia  $40,795,323    4.8%
Bermuda   4,000,520    0.5 
China   4,183,060    0.5 
Denmark   10,457,409    1.2 
Finland   8,702,379    1.0 
France   85,765,295    10.2 
Germany   46,400,228    5.5 
Hong Kong   57,042,218    6.8 
Israel   8,436,618    1.0 
Italy   8,890,230    1.1 
Japan   170,598,759    20.2 
Jersey   8,247,670    1.0 
Netherlands   14,930,391    1.8 
Singapore   27,962,051    3.3 
Spain   37,140,558    4.4 
Sweden   17,554,819    2.1 
Switzerland   102,118,160    12.1 
Taiwan   14,543,511    1.7 
United Kingdom   161,025,953    19.1 
Cash and Other Assets in Excess of Liabilities   14,254,967    1.7 
NET ASSETS  $843,050,119    100.0%

 

All data as of October 31, 2014. The Fund’s country diversification is expressed as a percentage of net assets and may vary over time. The Fund’s country diversification is derived from the respective security’s country of incorporation.

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

FINANCIAL STATEMENTS    OCTOBER 31, 20145
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO ALLOCATION (continued) 
October 31, 2014 

 

SECTOR DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Basic Materials  $33,160,647    3.9%
Communications   81,829,076    9.7 
Consumer Cyclical   77,536,364    9.2 
Consumer Non-Cyclical   258,292,060    30.6 
Diversified   4,906,559    0.6 
Energy   87,526,422    10.4 
Financials   108,553,731    12.9 
Industrials   90,906,966    10.8 
Technology   42,379,023    5.0 
Utilities   43,704,304    5.2 
Cash and Other Assets in Excess of Liabilities   14,254,967    1.7 
NET ASSETS  $843,050,119    100.0%

 

All data as of October 31, 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.

6
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS 
October 31, 2014 

 

Shares     Value
     COMMON STOCKS (98.3%)     
     AUSTRALIA (4.8%)     
     CONSUMER NON-CYCLICAL     
 75,900   Cochlear, Ltd.  $4,916,212 
 135,500   CSL, Ltd.   9,583,971 
 254,600   Woolworths, Ltd.   8,079,017 
         22,579,200 
     ENERGY     
 223,000   Woodside Petroleum, Ltd.   7,892,618 
           
     FINANCIALS     
 943,253   AMP, Ltd.   4,872,385 
 536,085   QBE Insurance Group, Ltd.   5,451,120 
         10,323,505 
     Total Australia   40,795,323 
           
     BERMUDA (0.5%)     
     DIVERSIFIED     
 66,400   Jardine Matheson Holdings, Ltd.   4,000,520 
     Total Bermuda   4,000,520 
           
     CHINA (0.5%)     
     ENERGY     
 1,489,000   China Shenhua Energy Co., Ltd. (Class H)   4,183,060 
     Total China   4,183,060 
           
     DENMARK (1.2%)     
     CONSUMER NON-CYCLICAL     
 231,500   Novo Nordisk AS (Class B)   10,457,409 
     Total Denmark   10,457,409 
           
     FINLAND (1.0%)     
     INDUSTRIALS     
 202,300   Kone OYJ (Class B)   8,702,379 
     Total Finland   8,702,379 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 20147
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Shares     Value
   COMMON STOCKS (continued)   
   FRANCE (10.2%)   
   BASIC MATERIALS   
 68,400   Air Liquide SA  $8,258,606 
           
     COMMUNICATIONS     
 487,989   Orange SA   7,761,981 
           
     CONSUMER CYCLICAL     
 25,100   LVMH Moet Hennessy Louis Vuitton SA   4,265,686 
           
     CONSUMER NON-CYCLICAL     
 119,750   Danone SA   8,135,801 
 81,400   Essilor International SA   8,995,325 
 51,500   L’Oreal SA   8,088,608 
 121,930   Sanofi   11,288,677 
         36,508,411 
     ENERGY     
 178,988   Total SA   10,675,755 
           
     FINANCIALS     
 97,776   Societe Generale SA   4,728,319 
           
     INDUSTRIALS     
 182,132   Cie de St-Gobain   7,829,441 
 120,273   Vallourec SA   4,426,441 
 22,915   Vinci SA   1,310,655 
         13,566,537 
     Total France   85,765,295 
           
     GERMANY (5.5%)     
     COMMUNICATIONS     
 851,669   Deutsche Telekom AG   12,831,907 
           
     CONSUMER CYCLICAL     
 112,000   Adidas AG   8,150,672 
 67,490   Daimler AG (Class REGISTERED)   5,243,587 
         13,394,259 
     DIVERSIFIED     
 19,691   GEA Group AG   906,039 

 

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

8
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Shares     Value
   COMMON STOCKS (continued)   
   GERMANY (continued)   
   TECHNOLOGY   
 218,747   SAP SE  $14,865,344 
           
     UTILITIES     
 124,413   RWE AG   4,402,679 
     Total Germany   46,400,228 
           
     HONG KONG (6.8%)     
     COMMUNICATIONS     
 1,284,500   China Mobile, Ltd.   16,011,647 
           
     ENERGY     
 5,006,000   CNOOC, Ltd.   7,823,541 
           
     FINANCIALS     
 1,795,000   AIA Group, Ltd.   10,014,977 
 2,824,000   Hang Lung Properties, Ltd.   8,814,300 
         18,829,277 
     UTILITIES     
 622,000   CLP Holdings, Ltd.   5,350,347 
 3,870,671   Hong Kong & China Gas Co., Ltd.   9,027,406 
         14,377,753 
     Total Hong Kong   57,042,218 
           
     ISRAEL (1.0%)     
     CONSUMER NON-CYCLICAL     
 149,400   Teva Pharmaceutical Industries, Ltd. ADR   8,436,618 
     Total Israel   8,436,618 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 20149
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Shares     Value
   COMMON STOCKS (continued)   
   ITALY (1.1%)   
   ENERGY   
 417,634   ENI SpA  $8,890,230 
     Total Italy   8,890,230 
           
     JAPAN (20.2%)     
     BASIC MATERIALS     
 143,000   Shin-Etsu Chemical Co., Ltd.   9,318,201 
           
     COMMUNICATIONS     
 267,600   NTT DOCOMO, Inc.   4,494,670 
           
     CONSUMER CYCLICAL     
 209,000   Denso Corp.   9,749,970 
 504,800   Honda Motor Co., Ltd.   16,089,075 
 49,300   Shimamura Co., Ltd.   4,362,320 
         30,201,365 
     CONSUMER NON-CYCLICAL     
 206,400   Kao Corp.   7,931,575 
 588,300   Kirin Holdings Co., Ltd.   7,703,886 
 162,100   Seven & I Holdings Co., Ltd.   6,411,807 
 231,200   Takeda Pharmaceutical Co., Ltd.   10,102,756 
         32,150,024 
     ENERGY     
 636,500   Inpex Corp.   8,172,427 
           
     FINANCIALS     
 191,620   Aeon Mall Co., Ltd.   3,580,019 
 84,200   Daito Trust Construction Co., Ltd.   10,651,626 
 429,200   Tokio Marine Holdings, Inc.   13,932,862 
         28,164,507 
     INDUSTRIALS     
 144,300   Daikin Industries, Ltd.   9,101,124 
 51,500   FANUC Corp.   9,064,044 

 

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

10
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Shares     Value
     COMMON STOCKS (continued)     
     JAPAN (continued)     
     INDUSTRIALS (continued)     
 130,700   Hoya Corp.  $4,786,621 
 26,625   Keyence Corp.   12,896,434 
 385,500   Komatsu, Ltd.   9,279,174 
         45,127,397 
     TECHNOLOGY     
 351,700   Canon, Inc.   10,850,379 
 34,100   Tokyo Electron, Ltd.   2,119,789 
         12,970,168 
     Total Japan   170,598,759 
           
     JERSEY (1.0%)     
     CONSUMER NON-CYCLICAL     
 548,800   Experian, Plc.   8,247,670 
     Total Jersey   8,247,670 
           
     NETHERLANDS (1.8%)     
     COMMUNICATIONS     
 216,913   Reed Elsevier NV   4,995,725 
           
     CONSUMER NON-CYCLICAL     
 593,993   Koninklijke Ahold NV   9,934,666 
     Total Netherlands   14,930,391 
           
     SINGAPORE (3.3%)     
     COMMUNICATIONS     
 2,645,000   Singapore Telecommunications, Ltd.   7,781,345 
           
     FINANCIALS     
 633,603   DBS Group Holdings, Ltd.   9,149,939 
 388,624   United Overseas Bank, Ltd.   6,969,808 
         16,119,747 
     INDUSTRIALS     
 1,070,000   SembCorp Industries, Ltd.   4,060,959 
     Total Singapore   27,962,051 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 201411
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Shares     Value
   COMMON STOCKS (continued)   
   SPAIN (4.4%)   
   COMMUNICATIONS   
 734,243   Telefonica SA  $11,036,169 
           
     CONSUMER CYCLICAL     
 308,000   Inditex SA   8,669,093 
           
     FINANCIALS     
 465,134   Banco Santander SA   4,101,900 
           
     UTILITIES     
 1,885,693   Iberdrola SA   13,333,396 
     Total Spain   37,140,558 
           
     SWEDEN (2.1%)     
     COMMUNICATIONS     
 408,380   Telefonaktiebolaget LM Ericsson (Class B)   4,818,568 
 571,852   TeliaSonera AB   3,955,789 
         8,774,357 
     CONSUMER CYCLICAL     
 221,000   Hennes & Mauritz AB (Class B)   8,780,462 
     Total Sweden   17,554,819 
           
     SWITZERLAND (12.1%)     
     BASIC MATERIALS     
 50,308   Syngenta AG   15,583,840 
           
     CONSUMER CYCLICAL     
 7,700   Swatch Group AG   3,648,773 
           
     CONSUMER NON-CYCLICAL     
 261,813   Nestle SA   19,158,561 
 227,887   Novartis AG   21,125,274 
 31,000   Roche Holding AG   9,151,769 
 3,350   SGS SA   7,357,840 
         56,793,444 

 

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

12
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Shares     Value
   COMMON STOCKS (continued)   
   SWITZERLAND (continued)   
   FINANCIALS   
 36,235   Zurich Insurance Group AG1   $10,961,218 
           
     INDUSTRIALS     
 493,636   ABB, Ltd.1    10,820,010 
 33,100   Kuehne + Nagel International AG   4,310,875 
         15,130,885 
     Total Switzerland   102,118,160 
           
     TAIWAN (1.7%)     
     TECHNOLOGY     
 945,000   Taiwan Semiconductor Manufacturing Co., Ltd.   4,073,001 
 475,500   Taiwan Semiconductor Manufacturing Co., Ltd. ADR   10,470,510 
     Total Taiwan   14,543,511 
           
     UNITED KINGDOM (19.1%)     
     COMMUNICATIONS     
 203,810   Pearson, Plc.   3,817,964 
 1,301,132   Vodafone Group, Plc.   4,323,311 
         8,141,275 
           
     CONSUMER CYCLICAL     
 532,300   Compass Group, Plc.   8,576,726 
           
     CONSUMER NON-CYCLICAL     
 310,000   Diageo, Plc.   9,123,792 
 1,536,701   G4S, Plc.   6,285,224 
 537,836   GlaxoSmithKline, Plc.   12,191,781 
 97,500   Intertek Group, Plc.   4,249,789 
 105,200   Reckitt Benckiser Group, Plc.   8,842,836 
 165,000   SABMiller, Plc.   9,318,962 
 240,700   Smith & Nephew, Plc.   4,076,152 
 2,730,938   Tesco, Plc.   7,594,790 
 285,815   Unilever, Plc.   11,501,292 
         73,184,618 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 201413
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Shares          Value
     COMMON STOCKS (continued)           
     UNITED KINGDOM (continued)           
     ENERGY           
 295,724   AMEC, Plc.       $ 4,929,891
 985,681   BG Group, Plc.         16,426,382
 1,142,264   BP, Plc.         8,229,063
 287,596   Royal Dutch Shell, Plc. (Class A)         10,303,455
               39,888,791
     FINANCIALS           
 854,810   HSBC Holdings, Plc.         8,750,177
 436,834   Standard Chartered, Plc.         6,575,081
               15,325,258
     INDUSTRIALS           
 316,300   Rolls-Royce Holdings, Plc.1          4,273,272
 28,467,000   Rolls-Royce Holdings, Plc. (Preference C Shares)1          45,537
               4,318,809
     UTILITIES           
 781,784   National Grid, Plc.         11,590,476
     Total United Kingdom         161,025,953
     Total Common Stocks (Identified cost $672,289,130)         828,795,152
               
TOTAL INVESTMENTS (Identified cost $672,289,130)2      98.3 %   $ 828,795,152
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES      1.7 %     14,254,967
NET ASSETS     100.0 %   $ 843,050,119

 

 
1Non-income producing security.
2The aggregate cost for federal income tax purposes is $678,729,081, the aggregate gross unrealized appreciation is $215,179,952 and the aggregate gross unrealized depreciation is $65,113,881, resulting in net unrealized appreciation of $150,066,071.

The Fund’s country diversification is derived from the respective security’s country of incorporation.

Abbreviations:

ADR – American Depositary Receipt

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

14
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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 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 STATEMENTS    OCTOBER 31, 201415
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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.

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.

16
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 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
October 31, 2014
Australia  $—     $40,795,323   $—     $40,795,323 
Bermuda   —      4,000,520    —      4,000,520 
China   —      4,183,060    —      4,183,060 
Denmark   —      10,457,409    —      10,457,409 
Finland   —      8,702,379    —      8,702,379 
France   —      85,765,295    —      85,765,295 
Germany   —      46,400,228    —      46,400,228 
Hong Kong   —      57,042,218    —      57,042,218 
Israel   8,436,618    —      —      8,436,618 
Italy   —      8,890,230    —      8,890,230 
Japan   —      170,598,759    —      170,598,759 
Jersey   —      8,247,670    —      8,247,670 
Netherlands   —      14,930,391    —      14,930,391 
Singapore   —      27,962,051    —      27,962,051 
Spain   —      37,140,558    —      37,140,558 
Sweden   —      17,554,819    —      17,554,819 
Switzerland   —      102,118,160    —      102,118,160 
Taiwan   10,470,510    4,073,001    —      14,543,511 
United Kingdom   —      161,025,953    —      161,025,953 
Investments, at value  $18,907,128   $809,888,024   $—     $828,795,152 
Other Financial Instruments, at fair value               
Forward Foreign Currency                    
Exchange Contracts  $—     $74,245   $—     $74,245 
Other Financial Instruments,                    
at fair value  $—     $74,245   $—     $74,245 

 

 
*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 during the period ended October 31, 2014, based on the valuation input levels on October 31, 2013.

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

FINANCIAL STATEMENTS    OCTOBER 31, 201417
 

BBH INTERNATIONAL EQUITY FUND 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2014 

 

      
ASSETS:     
Investments in securities, at value (Identified cost $672,289,130)  $828,795,152 
Cash   10,902,892 
Foreign currency at value (Identified cost $410,197)   402,190 
Receivables for:     
Dividends   2,415,614 
Investments sold   1,893,852 
Shares sold   500,894 
Unrealized appreciation of forward foreign currency exchange contracts   74,245 
Prepaid assets   21,582 
Total Assets   845,006,421 
LIABILITIES:     
Payables for:     
Investments purchased   945,183 
Investment advisory and administrative fees   557,269 
Shareholder servicing fees   155,711 
Custody and fund accounting fees   147,030 
Shares redeemed   69,390 
Professional fees   54,621 
Transfer agent fees   2,212 
Distributor fees   1,857 
Board of Trustees’ fees   1,204 
Accrued expenses and other liabilities   21,825 
Total Liabilities   1,956,302 
NET ASSETS  $843,050,119 
Net Assets Consist of:     
Paid-in capital  $724,959,697 
Undistributed net investment income   19,482,369 
Accumulated net realized loss on investments in securities     
and foreign exchange transactions   (57,850,343)
Net unrealized appreciation/(depreciation) on investments     
in securities and foreign currency translations   156,458,396 
Net Assets  $843,050,119 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($757,324,265 ÷ 50,106,243 shares outstanding)     $15.11 
CLASS I SHARES     
($85,725,854 ÷ 5,653,990 shares outstanding)     $15.16 

 

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

18
 

BBH INTERNATIONAL EQUITY FUND 
STATEMENT OF OPERATIONS 
October 31, 2014 

 

      
NET INVESTMENT INCOME:     
Income:     
Dividends (net of foreign withholding taxes of $1,876,004)  $28,929,734 
Interest and other income   155 
Total Income   28,929,889 
Expenses:     
Investment advisory and administrative fees   6,528,062 
Shareholder servicing fees   1,829,968 
Custody and fund accounting fees   241,799 
Professional fees   97,596 
Board of Trustees’ fees   71,982 
Transfer agent fees   25,491 
Distributor fees   20,538 
Miscellaneous expenses   117,486 
Total Expenses   8,932,922 
Expense offset arrangement   (7,395)
Net Expenses   8,925,527 
Net Investment Income   20,004,362 
NET REALIZED AND UNREALIZED LOSS:     
Net realized gain on investments in securities   21,802,139 
Net realized gain on foreign exchange transactions and translations   294,348 
Net realized gain on investments in securities and foreign     
exchange transactions and translations   22,096,487 
Net change in unrealized appreciation/(depreciation) on     
investments in securities   (43,595,276)
Net change in unrealized appreciation/(depreciation) on     
foreign currency translations   (127,647)
Net change in unrealized appreciation/(depreciation) on     
investments in securities and foreign currency translations   (43,722,923)
Net Realized and Unrealized Loss   (21,626,436)
Net Decrease in Net Assets Resulting from Operations  $(1,622,074)

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 201419
 

BBH INTERNATIONAL EQUITY FUND 
STATEMENTS OF CHANGES IN NET ASSETS 

 

   For the years ended October 31,
   2014  2013
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $20,004,362   $12,109,263 
Net realized gain on investments in securities and          
foreign exchange transactions and translations   22,096,487    7,124,317 
Net change in unrealized appreciation/(depreciation)          
on investments in securities and foreign currency          
translations   (43,722,923)   105,039,134 
Net increase (decrease) in net assets resulting          
from operations   (1,622,074)   124,272,714 
Dividends and distributions declared:          
From net investment income:          
Class N   (11,905,317)   (10,629,842)
Class I   (1,475,717)   (1,622,915)
Total dividends and distributions declared   (13,381,034)   (12,252,757)
Share transactions:          
Proceeds from sales of shares   129,572,113    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   (55,069,301)   (107,190,196)
Net increase in net assets resulting from share          
transactions   87,844,240    77,746,449 
Total increase in net assets   72,841,132    189,766,406 
NET ASSETS:          
Beginning of year   770,208,987    580,442,581 
End of year (including undistributed net investment          
income of $19,482,369 and $12,564,693, respectively)  $843,050,119   $770,208,987 

 

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

20
 

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

 

      For the years ended October 31,   
   2014  2013  2012  2011  2010
Net asset value, beginning of year  $15.38   $13.05   $12.66   $13.05   $11.98 
Income from investment operations:                         
Net investment income1    0.37    0.25    0.27    0.26    0.23 
Net realized and unrealized gain (loss)   (0.38)   2.35    0.45    (0.45)   1.03 
Total income (loss) from investment                         
operations   (0.01)   2.60    0.72    (0.19)   1.26 
Less dividends and distributions:                         
From net investment income   (0.26)   (0.27)   (0.33)   (0.20)   (0.19)
Total dividends and distributions   (0.26)   (0.27)   (0.33)   (0.20)   (0.19)
Short-term redemption fees1    0.002   0.002   0.002   0.002   —   
Net asset value, end of year  $15.11   $15.38   $13.05   $12.66   $13.05 
Total return   0.01%   20.27%   6.05%   (1.49)%   10.61%
                          
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $757   $695   $510   $644   $573 
Ratio of expenses to average net assets                         
before reductions   1.12%   1.14%   1.17%   1.16%   1.17%
Expense offset arrangement   0.00%3   0.00%3   0.00%3   0.00%3   0.00%3
Ratio of expenses to average net assets                         
after reductions   1.12%   1.14%   1.17%   1.16%   1.17%
Ratio of net investment income to average                         
net assets   2.43%   1.79%   2.18%   1.98%   1.85%
Portfolio turnover rate   15%   14%   12%   13%   11%

 

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

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

FINANCIAL STATEMENTS    OCTOBER 31, 201421
 

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

 

      For the years ended October 31,   
   2014  2013  2012  2011  2010
Net asset value, beginning of year  $15.43   $13.08   $12.70   $13.09   $12.01 
Income from investment operations:                         
Net investment income1    0.40    0.28    0.30    0.29    0.24 
Net realized and unrealized gain (loss)   (0.38)   2.37    0.45    (0.45)   1.05 
Total income (loss) from investment                         
operations   0.02    2.65    0.75    (0.16)   1.29 
Less dividends and distributions:                         
From net investment income   (0.29)   (0.30)   (0.37)   (0.23)   (0.21)
Total dividends and distributions   (0.29)   (0.30)   (0.37)   (0.23)   (0.21)
Short-term redemption fees1    —      0.002   0.002   0.002   —   
Net asset value, end of year  $15.16   $15.43   $13.08   $12.70   $13.09 
Total return   0.21%   20.64%   6.31%   (1.26)%   10.88%
                          
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $86   $75   $70   $97   $82 
Ratio of expenses to average net assets                         
before reductions   0.90%   0.90%   0.94%   0.92%   0.93%
Expense offset arrangement   0.00%3   0.00%3   0.00%3   0.01%   0.00%3
Ratio of expenses to average net assets                         
after reductions   0.90%   0.90%   0.94%   0.91%   0.93%
Ratio of net investment income to average                         
net assets   2.62%   2.01%   2.42%   2.22%   1.96%
Portfolio turnover rate   15%   14%   12%   13%   11%

 

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

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

22
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS 
As of and for the year ended October 31, 2014 

 

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. With the exception of class specific expenses, all expenses are allocated between classes based on net assets. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of October 31, 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 Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. 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 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
FINANCIAL STATEMENTS    OCTOBER 31, 201423
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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.

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 economically 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 October 31, 2014, the Fund held the following open forward foreign currency contracts including appreciation/(depreciation) as reported in the Statement of Assets and Liabilities and Notes to Financial Statements.
  Foreign Currency   Local
Currency
  Base
Currency
USD
  Market
Counterparty
  Settlement
Date
  Unrealized
Gain
  Contracts to Sell:                     
  Australian Dollar    AUD 9,413,000    8,223,503    Northern Trust Corp.    January 30, 2015    $74,245 
  Net Unrealized Gain on Open Forward Foreign Currency Exchange Contracts        $74,245 

 

During the year ended October 31, 2014, the average monthly notional amount of forward foreign currency exchange contracts was $7,920,332. The corresponding volumes for the year ranged from $0 to $12,385,961.

24
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

Fair Values of Derivative Instruments as of October 31, 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
  Foreign Exchange Risk   Unrealized
appreciation
of forward foreign
currency exchange
contracts 
  $74,245*    Unrealized
depreciation
of forward foreign
currency exchange
contacts 
  — 
  Total        $74,245        — 

 

 
 *Includes cumulative appreciation/depreciation of forward foreign currency exchange contracts as reported in the Statement of Assets and Liabilities and Notes to Financial Statements.

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

 
  Net Realized Gain on Forward Foreign Currency Exchange Contracts  $650,324
  Net Change in Unrealized Appreciation/(Depreciation) on Forward   
  Foreign Currency Exchange Contracts  $  26,689

 

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
FINANCIAL STATEMENTS    OCTOBER 31, 201425
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 may 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 October 31, 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 year ended October 31, 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 to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $11,905,317 and $1,475,717 to Class N shares and Class I shares, respectively, during the year ended October 31, 2014.
26
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

The tax character of distributions paid during the fiscal years ended October 31, 2014 and 2013, respectively, were as follows:

  Distributions paid from:
      Ordinary
income
  Net
long-term
capital gain
  Total
taxable
distributions
  Tax return
of capital
  Total
distributions
paid
  2014:    $13,381,034    —    $13,381,034    —    $13,381,034 
  2013:      12,252,757    —      12,252,757    —      12,252,757 

 

As of October 31, 2014 and 2013, 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)
  2014:    $19,556,615    —    $19,556,615    $(51,410,393)    $(6,514,196)    $156,458,396    $118,090,422 
  2013:      12,612,249    —      12,612,249      (74,183,898)      (5,516,141)      200,181,319      133,093,529 

 

As of October 31, 2014, the Fund’s net capital loss carryforward expires as follows:

    Expiration Date   Amount
  Pre-December 22, 2010 Capital Losses  10/31/2017    $46,243,930 
    10/31/2019    5,166,463 
  Post December 22, 2010 Capital Losses1  No Expiration    — 
  Total capital loss carryforward      $51,410,393 

 

 
1Must be utilized prior to losses subject to expiration.

During the year ended October 31, 2014, the Fund utilized $22,773,505 of its capital loss carryforwards.

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.

FINANCIAL STATEMENTS    OCTOBER 31, 201427
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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.
3.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 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 year ended October 31, 2014, the Fund incurred $6,528,062 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 year ended October 31, 2014, Class N shares of the Fund incurred $1,829,968 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 year ended October 31, 2014, the Fund incurred $241,799 in custody and fund accounting fees. These fees for the Fund were reduced by $7,395 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
28
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

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 year ended October 31, 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 year ended October 31, 2014, the Fund incurred $71,982 in independent Trustee compensation and reimbursements.
4.Investment Transactions. For the year ended October 31, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $210,358,665 and $117,456,397, respectively.
5.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 year ended
October 31, 2014
  For the year ended
October 31, 2013
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   6,727,518   $102,996,755    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   (2,650,983)   (40,100,125)   (4,796,253)   (67,115,997)
Net increase   4,889,811   $74,762,341    6,131,689   $86,600,345 
Class I                    
Shares sold   1,702,039   $26,575,358    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   (994,314)   (14,969,176)   (2,726,572)   (40,074,199)
Net increase (decrease)   808,732   $13,081,899    (543,461)  $(8,853,896)

 

FINANCIAL STATEMENTS    OCTOBER 31, 201429
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the year ended October 31, 2014 

 

6.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). The investment style of the Sub-advisers may not complement each other (multi-manager 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 market as a whole (equity securities 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). 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). There are certain risks associated with investing in foreign securities not present in domestic investments, including, but not limited to, recovery of tax withheld by foreign jurisdictions (foreign tax risk), capital controls imposed by foreign governments in response to economic or political events that may impact the ability of the Fund to buy, sell or otherwise transfer securities or currency (capital controls risk), and risks from investing in securities of issuers based in developing countries (emerging markets risk). Non-U.S. currencies invested in by the Fund may depreciate against the U.S. dollar (currency exchange rate 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.
7.Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 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.
30
 

BBH INTERNATIONAL EQUITY FUND 
DISCLOSURE OF FUND EXPENSES 
October 31, 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 six-month period and held for the entire period (May 1, 2014 to October 31, 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.

FINANCIAL STATEMENTS    OCTOBER 31, 201431
 

BBH INTERNATIONAL EQUITY FUND 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 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
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Class N           
Actual  $1,000    $   970    $5.51 
Hypothetical2  $1,000    $1,020    $5.65 

 

  Beginning
Account Value
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Class I           
Actual  $1,000    $   971    $4.50 
Hypothetical2  $1,000    $1,021    $4.61 

 

 
1Expenses are equal to the Fund’s annualized expense ratio of 1.11% and 0.91% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 184/365 (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.
32
 

BBH INTERNATIONAL EQUITY FUND 
CONFLICTS OF INTEREST 
October 31, 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 STATEMENTS    OCTOBER 31, 201433
 

BBH INTERNATIONAL EQUITY FUND 
CONFLICTS OF INTEREST 
October 31, 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
 

BBH INTERNATIONAL EQUITY FUND 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2014 (unaudited) 

 

Under Section 854(b)(2) of the Internal Revenue Code (the “Code”), the Fund designates up to a maximum of $13,381,034 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended October 31, 2014. In January 2015, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2014. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns. The amounts which represent income derived from sources within, and taxes paid to foreign counties or possessions of the United States are as follows:

Foreign
Source Income
  Foreign
Taxes Paid
   
$27,929,373    $1,700,703 

 

FINANCIAL STATEMENTS    OCTOBER 31, 201435
 

TRUSTEES AND OFFICERS OF BBH INTERNATIONAL EQUITY FUND 
(unaudited) 

 

Information pertaining to the Trustees of the BBH Trust (the “Trust”) and executive officers of the Trust is set forth below. The Statement of Additional Information for the BBH International Equity Fund includes additional information about the Fund’s Trustees and is available upon request, without charge, by contacting the Fund at 1-800-575-1265.

Name and Birth Date Position(s) Held with the Trust Term of Office and Length of Time Served# Principal Occupation(s) During Past 5 Years Number of Portfolios in Fund Complex Overseen by Trustee^ Other Public Company or Investment Company Directorships held by Trustee During Past 5 Years
Independent Trustees         
H. Whitney Wagner 

Birth Date:
March 3, 1956 

Chairman of the Board and Trustee Chairman Since 2014; Trustee Since 2007 and 2006-2007 with the Predecessor Trust President, Clear Brook Advisors, a registered investment advisor. None. 
 
David P. Feldman 

Birth Date:
November 16, 1939 

Trustee  Since 2007 and 1992-2007 with the Predecessor Trust Retired.  Director of Dreyfus Mutual Funds (42 Funds).
 
Andrew S. Frazier 

Birth Date:
April 8, 1948 

Trustee  Since 2010  Consultant to Western World Insurance Group, Inc. (“WWIG”) (January 2010 to January 2012) CEO of WWIG (1992-2009). Director of WWIG.
 
Mark M. Collins 

Birth Date:
November 8, 1956 

Trustee  Since 2011 Partner of Brown Investment Advisory Incorporated, a registered investment advisor. Chairman of Dillon Trust Company.
 
John M. Tesoro 

Birth Date:
May 23, 1952 

Trustee  Since 2014  Partner, Certified Public Accountant, KPMG LLP (Retired in September 2012). Trustee, Bridge Builder Trust (1 Fund) Director, Teton Advisors, Inc. (a registered investment adviser).

 

36
 

TRUSTEES AND OFFICERS OF BBH INTERNATIONAL EQUITY FUND 
(unaudited) 

 

Name, Address and Birth Date Position(s) Held with the Trust Term of Office and Length of Time Served# Principal Occupation(s) During Past 5 Years Number of Portfolios in Fund Complex Overseen by Trustee^ Other Public Company or Investment Company Directorships held by Trustee During Past 5 Years
Interested Trustees         
Susan C. Livingston+ 

50 Post Office Square

Boston, MA 02110 

Birth Date: 

February 18, 1957 
Trustee  Since 2011  Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co., Director of BBH Luxembourg S.C.A. (since 1992); Director of BBH Trust Company (Cayman) Ltd. (2007 to April 2011); and BBH Investor Services (London) Ltd. (2001 to April 2011). None. 
 
John A. Gehret+ 

140 Broadway 

New York, NY 10005  

Birth Date: 

April 11, 1959 
Trustee  Since 2011  Limited Partner of BBH&Co. (2012-present); General Partner of BBH&Co. (1998 to 2011); President and Principal Executive Officer of the Trust (2008-2011). None. 
FINANCIAL STATEMENTS    OCTOBER 31, 201437
 

TRUSTEES AND OFFICERS OF BBH INTERNATIONAL EQUITY FUND 
(unaudited) 

 

OFFICERS

Name, Address and Birth Date Position(s) Held with the Trust Term of Office and Length of Time Served# Principal Occupation(s) During Past 5 Years
Radford W. Klotz 

140 Broadway


New York, NY 10005 


Birth Date: 

December 1, 1955 
President and Principal Executive Officer Since 2011  Partner of BBH&Co. since 1995; joined BBH&Co. in 1977. 
     
Charles H. Schreiber 

140 Broadway

New York, NY 10005 

Birth Date: 
December 10, 1957 

Treasurer and Principal Financial Officer Since 2007
2006-2007 with the
Predecessor Trust
Senior Vice President of BBH&Co. since 2001; joined BBH&Co. in 1999.
 
Mark A. Egert 

140 Broadway

New York, NY 10005

Birth Date: 

May 25, 1962 

Chief Compliance Officer (“CCO”); and Anti-Money Laundering Officer Since 2011
Since 2014
Senior Vice President of BBH&Co. since June 2011; Partner at Crowell & Moring LLP (April 2010 to May 2011); and CCO of Cowen and Company (January 2005 to April 2010).
       
Suzan Barron 

50 Post Office Square
Boston, MA 02110 

Birth Date:
September 5, 1964 

Secretary  Since 2009  Senior Vice President and Senior Investor Services Counsel, BBH&Co. since 2005.
       
Rowena Rothman 

140 Broadway

New York, NY 10005 

Birth Date: 
October 24, 1967 
Assistant Treasurer Since 2011  Vice President of BBH&Co. since 2009.

 

 
#All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Messrs. Wagner and Feldman previously served on the Board of Trustees of the Predecessor Trust.
+Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.
^The Fund Complex consists of the Trust, which has six series, and each is counted as one “Portfolio” for purposes of this table.
38
 

Administrator  Investment Adviser 
Brown Brothers Harriman & Co.  Brown Brothers Harriman 
140 Broadway  Mutual Fund Advisory 
New York, NY 10005  Department 
  140 Broadway 
Distributor  New York, NY 10005 
Alps Distributors, Inc.   
1290 Broadway, Suite 1100   
Denver, CO 80203   

 

Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005
1-800-575-1265


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.

 
 

Annual Report

OCTOBER 31, 2014

BBH Intermediate Municipal Bond Fund

 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2014 

 

BBH Intermediate Municipal Bond Fund Class I (“the Fund”), launched on April 1, 2014, posted a since-inception cumulative total return of 3.89% and 3.82% for Class I and Class N, respectively (net of fees and expenses) for the seven-month period ended October 31, 2014 as compared with the 3.67% total return for the benchmark Barclays Municipal Bond 1-15 Year Blend (1-17) Index’s1 over the same period.

The objective of the Intermediate Municipal Bond Fund is to preserve investor capital and generate attractive risk-adjusted returns. We seek to achieve this objective by investing in a limited number of durable credits with healthy return potential. Investing the Fund’s seed capital into a rallying municipal market proved challenging. We typically find that opportunities are more prevalent during volatile market environments than during relative calms like we experienced this year. We are proud of the Fund’s performance and the positive message it sends about our investment process and our team’s skill in execution.

In stark contrast to last year, municipal market performance has been quite strong. In fact, market returns have been positive for the last 10 consecutive months, the second longest “winning streak” over the past 30+ years. Despite the tapering and eventual end of the Federal Reserve’s latest Quantitative Easing program amid ongoing improvements in the domestic labor market and continued economic expansion, interest rates fell sharply through the period. Consistent inflows into mutual funds, constrained supply, and the attractiveness of tax-exempt income all contributed to strong investor demand for municipals.

Since launching the Fund on April 1, 2014, we have been diligently investing in accordance with our strategy. We invest our portfolios from the bottom-up and have identified many more opportunities in revenue bonds than in general obligation issues (GOs). We believe that individual investors have a preference for GO debt often leading to valuations that are not interesting to us in that sector. Moreover, revenue bonds generally do not face the same political challenges as GOs, and offer additional bondholder protections not frequently found in the GO sector.

Trading activity related to the investment of the Fund’s seed capital has led to a relatively high turnover as we have patiently rotated into longer-term opportunities from our initial investments in ultra high quality municipal credits. Absent capital flows, we expect the fund to generate much less turnover in the future.

We believe the Fund is well positioned and continue to look for attractively priced securities that satisfy our investment criteria.

 
1Barclays Municipal Bond 1-15 Year Blend (1-17) Index is a sub-index of the Barclays Capital Municipal Bond Index, a rules-based market value-weighted index of bonds with maturities of one year to 17 years engineered for the tax-exempt bond market. One cannot invest directly in an index.
2 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2014 

 

Growth of $10,000 Invested in BBH Intermediate Municipal Bond

The graph below illustrates the hypothetical investment of $10,0001 in the Class N shares of the Fund since inception (April 1, 2014) to October 31, 2014 as compared to the BMBB.


The annualized gross expense ratios as shown in the April 1, 2014 prospectus for Class N and Class I shares were 0.78% and 0.63%, respectively.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund performance changes over time and current performance may be lower or higher than what is stated. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For performance current to the most recent month-end please call 1-800-575-1265.

Hypothetical performance results are calculated on a total return basis and include all portfolio income, unrealized and realized capital gains, losses and reinvestment of dividends and other earnings. No one shareholder has actually achieved these results and no representation is being made that any actual shareholder achieved, or is likely to achieve, similar results to those shown. Hypothetical performance does not represent actual trading and may not reflect the impact of material economic and market factors. Undue reliance should not be placed on hypothetical performance results in making an investment decision.

 
1The Fund’s performance assumes the reinvestment of all dividends and distributions. The Barclays Municipal Bond 1-15 Year Blend (1-17) Index (“BMBB”) has been adjusted to reflect reinvestment of dividends on securities in the index. The BMBB is not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged. Investments cannot be made in the index.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

3
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Trustees of the BBH Trust and Shareholders of
BBH Intermediate Municipal Bond Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Intermediate Municipal Bond Fund (a series of BBH Trust) (the “Fund”) as of October 31, 2014, and the related statement of operations, the statements of changes in net assets and the financial highlights for the period from April 1, 2014 (commencement of operations) to October 31, 2014. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Intermediate Municipal Bond Fund as of October 31, 2014, and the results of its operations, the changes in its net assets and the financial highlights for the period from April 1, 2014 (commencement of operations) to October 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2014

4 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO ALLOCATION 
October 31, 2014 

 

BREAKDOWN BY SECURITY TYPE

   U.S. $ Value  Percent of
Net Assets
Municipal Bonds  $52,888,457    100.4%
Liabilities in Excess of Other Assets   (195,388)   (0.4)
NET ASSETS  $52,693,069    100.0%

 

All data as of October 31, 2014. The Fund’s security type diversification is expressed as a percentage of net assets and may vary over time.

CREDIT QUALITY

   U.S. $ Value  Percent of
Total
Investments
AAA  $4,894,750    9.3%
AA   15,598,532    29.5 
A   31,643,067    59.8 
BBB   752,108    1.4 
TOTAL INVESTMENTS  $52,888,457    100%

 

All data as of October 31, 2014. The Fund’s credit quality is expressed as a percentage of total investments and may vary over time. Ratings are provided by Standard and Poor’s (S&P). Where S&P ratings are not available, they are substituted with Moody’s. S&P and Moody’s are independent third parties.

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

5
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
 Value
     MUNICIPAL BONDS (100.4%)                
     Alabama (0.6%)                
$255,000   Alabama 21st Century Authority,                
     Revenue Bonds  06/01/21   5.000%  $ 294,749  
     Total Alabama            294,749  
     Arizona (4.1%)                
 375,000   Salt Verde Financial Corp., Revenue                
     Bonds  12/01/19   5.250     430,770  
 55,000   Salt Verde Financial Corp., Revenue                
     Bonds  12/01/22   5.250     65,286  
 860,000   Salt Verde Financial Corp., Revenue                
     Bonds  12/01/27   5.250     1,029,781  
 250,000   Salt Verde Financial Corp., Revenue                
     Bonds  12/01/28   5.250     297,975  
 105,000   Salt Verde Financial Corp., Revenue                
     Bonds  12/01/29   5.500     127,636  
 185,000   Salt Verde Financial Corp., Revenue                
     Bonds  12/01/32   5.000     211,991  
     Total Arizona            2,163,439  
     California (6.4%)                
 60,000   California Pollution Control Financing                
     Authority, Revenue Bonds, AMBAC,                
     FGIC  12/01/23   4.750     64,256  
 1,000,000   California State Public Works Board,                
     Revenue Bonds  09/01/33   5.000     1,154,290  
 25,000   Long Beach Bond Finance Authority,                
     Revenue Bonds  11/15/19   5.250     28,790  
 25,000   Long Beach Bond Finance Authority,                
     Revenue Bonds  11/15/22   5.250     29,337  
 155,000   Long Beach Bond Finance Authority,                
     Revenue Bonds  11/15/23   5.250     182,669  
 30,000   Long Beach Bond Finance Authority,                
     Revenue Bonds1   11/15/27   1.607     27,673  
 205,000   Long Beach Bond Finance Authority,                
     Revenue Bonds  11/15/30   5.500     251,273  

 

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

6 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
 Value
     MUNICIPAL BONDS (continued)                
     California (continued)                
$625,000   Los Angeles County Metropolitan                
     Transportation Authority, Revenue                
     Bonds AMBAC1  07/01/27   0.343%  $ 586,869  
 50,000   Los Angeles County Metropolitan                
     Transportation Authority, Revenue                
     Bonds, AMBAC1   07/01/27   0.345     46,796  
 470,000   Northern California Gas Authority No. 1,                
     Revenue Bonds1   07/01/27   0.877     428,903  
 575,000   Northern California Transmission Agency,                
     Revenue Bonds, NPFG1   05/01/24   0.344     546,174  
     Total California            3,347,030  
     Colorado (0.9%)                
 515,000   Denver Health & Hospital Authority,                
     Revenue Bonds1   12/01/33   1.257     466,101  
     Total Colorado            466,101  
     Connecticut (0.4%)                
 140,000   Connecticut Housing Finance Authority,                
     Revenue Bonds  11/15/23   3.450     142,958  
 85,000   State of Connecticut, General Obligation                
     Bonds1   03/01/25   1.040     85,481  
     Total Connecticut            228,439  
     District of Columbia (0.4%)                
 180,000   Metropolitan Washington Airports                
     Authority, Revenue Bonds  10/01/21   5.000     212,501  
     Total District of Columbia            212,501  
     Florida (8.5%)                
 425,000   City of Tampa Solid Waste System                
     Revenue, Revenue Bonds  10/01/20   5.000     493,620  
 100,000   City of Tampa Solid Waste System                
     Revenue, Revenue Bonds  10/01/21   3.500     105,459  
 95,000   County of Broward Airport System                
     Revenue, Revenue Bonds  10/01/21   5.000     111,887  

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

7
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Florida (continued)             
$380,000   County of Broward Airport System             
     Revenue, Revenue Bonds  10/01/26   5.000%  $436,004 
 525,000   County of Citrus, Revenue Bonds, XLCA1   01/01/18   0.304    507,725 
 1,000,000   Florida HomeLoan Corp., Revenue Bonds,             
     FHLMC  07/01/45   3.000    1,052,890 
 1,080,000   Greater Orlando Aviation Authority,             
     Revenue Bonds  10/01/27   5.000    1,230,174 
 35,000   Hillsborough County Aviation Authority,             
     Revenue Bonds  10/01/25   5.000    39,877 
 10,000   Hillsborough County Aviation Authority,             
     Revenue Bonds  10/01/26   5.000    11,261 
 170,000   Miami-Dade County, Revenue Bonds  10/01/22   5.000    201,518 
 300,000   Pinellas County Health Facilities             
     Authority, Revenue Bonds, NPFG1   11/15/23   0.182    284,615 
     Total Florida           4,475,030 
     Georgia (1.5%)             
 200,000   Burke County Development Authority,             
     Revenue Bonds, AGM1   01/01/24   0.266    188,007 
 65,000   Chatham County Hospital Authority,             
     Revenue Bonds  01/01/26   5.000    75,724 
 500,000   Monroe County Development Authority,             
     Revenue Bonds1   01/01/39   2.400    510,710 
     Total Georgia           774,441 
     Hawaii (4.3%)             
 175,000   State of Hawaii Department of Budget             
     & Finance, Revenue Bonds, AMBAC1   07/01/29   0.266    164,796 
 1,050,000   State of Hawaii Department of Budget             
     & Finance, Revenue Bonds, AMBAC1   07/01/29   0.270    988,695 
 1,000,000   State of Hawaii Department of             
     Transportation, Certificates of             
     Participation  08/01/28   5.000    1,126,480 
     Total Hawaii           2,279,971 

 

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

8 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Illinois (8.2%)             
$15,000   Chicago Transit Authority, Revenue             
     Bonds, AMBAC  06/01/16   5.250%  $15,839 
 50,000   Chicago Transit Authority, Revenue             
     Bonds, AMBAC  06/01/16   5.250    52,798 
 375,000   Chicago Transit Authority, Revenue             
     Bonds  06/01/19   5.500    440,201 
 50,000   Chicago Transit Authority, Revenue             
     Bonds, AGC  06/01/20   5.250    57,003 
 25,000   Chicago Transit Authority, Revenue             
     Bonds  06/01/22   5.000    28,476 
 50,000   Chicago Transit Authority, Revenue             
     Bonds, AGC  06/01/24   5.250    56,404 
 220,000   City of Chicago Motor Fuel Tax Revenue,             
     Revenue Bonds, AGC  01/01/22   5.000    253,180 
 80,000   City of Chicago Motor Fuel Tax Revenue,             
     Revenue Bonds  01/01/25   5.000    91,210 
 340,000   City of Chicago Motor Fuel Tax Revenue,             
     Revenue Bonds  01/01/26   5.000    381,623 
 245,000   Illinois State Finance Authority, Revenue             
     Bonds  11/15/32   5.000    277,164 
 1,000,000   Railsplitter Tobacco Settlement Authority,             
     Revenue Bonds  06/01/19   5.000    1,145,510 
 90,000   Railsplitter Tobacco Settlement Authority,             
     Revenue Bonds  06/01/19   5.125    103,589 
 70,000   Railsplitter Tobacco Settlement Authority,             
     Revenue Bonds  06/01/21   5.375    83,152 
 95,000   Railsplitter Tobacco Settlement Authority,             
     Revenue Bonds  06/01/23   5.500    111,543 
 40,000   State of Illinois, General Obligation Bonds  08/01/21   5.000    45,002 
 110,000   State of Illinois, General Obligation Bonds  07/01/22   5.000    123,505 
 250,000   State of Illinois, General Obligation             
     Bonds, AGM  04/01/26   5.000    276,520 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

9
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Illinois (continued)             
$250,000   State of Illinois, General Obligation Bonds  05/01/28   5.000%  $272,050 
 475,000   State of Illinois, General Obligation Bonds  09/01/28   5.000    498,874 
     Total Illinois           4,313,643 
     Indiana (0.4%)             
 220,000   City of Rockport, Revenue Bonds1   06/01/25   1.750    221,751 
     Total Indiana           221,751 
     Kansas (2.0%)             
 150,000   City of La Cygne, Revenue Bonds,             
     NPFG1   04/15/27   0.080    136,263 
 50,000   City of St. Marys, Revenue Bonds,             
     NPFG1   04/15/32   0.080    44,646 
 1,000,000   City of St. Marys, Revenue Bonds,             
     NPFG1   04/15/32   0.080    892,932 
     Total Kansas           1,073,841 
     Kentucky (6.8%)             
 1,600,000   Carroll County, Revenue             
     Bonds, AMBAC1   10/01/32   0.140    1,467,221 
 750,000   Kentucky Housing Corp., Revenue Bonds  07/01/17   3.800    789,915 
 750,000   Kentucky Housing Corp., Revenue Bonds  01/01/18   4.000    786,705 
 500,000   Kentucky Housing Corp., Revenue Bonds  07/01/19   4.250    533,905 
     Total Kentucky           3,577,746 
     Maine (2.0%)             
 1,000,000   Finance Authority of Maine, Revenue             
     Bonds  02/01/16   4.650    1,045,580 
     Total Maine           1,045,580 
     Maryland (0.5%)             
 125,000   City of Baltimore, Revenue Bonds,             
     NPFG1   07/01/32   0.090    113,950 
 150,000   City of Baltimore, Revenue Bonds,             
     NPFG1   07/01/32   0.090    136,492 
     Total Maryland           250,442 

 

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

10 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)                
     Massachusetts (1.2%)                
$250,000   Commonwealth of Massachusetts,                
     General Obligation Bonds, AGM  11/01/18   2.570%   $ 262,127  
 375,000   Commonwealth of Massachusetts,                
     General Obligation Bonds, NPFG1   12/01/30   0.090      345,444  
 35,000   Commonwealth of Massachusetts,                
     General Obligation Bonds, NPFG1   05/01/37   0.731      32,913  
     Total Massachusetts             640,484  
     Michigan (7.3%)                
 220,000   Detroit City School District, General                
     Obligation Bonds, FGIC  05/01/20   6.000      265,784  
 175,000   Detroit City School District, General                
     Obligation Bonds, FGIC  05/01/21   6.000      213,234  
 25,000   Detroit City School District, General                
     Obligation Bonds, AGM  05/01/27   5.250      29,872  
 90,000   Detroit City School District, General                
     Obligation Bonds, AGM  05/01/29   6.000      105,676  
 1,505,000   Detroit City School District, General                
     Obligation Bonds, AGM  05/01/30   5.250      1,813,826  
 220,000   Detroit City School District, General                
     Obligation Bonds, AGM  05/01/32   5.250      264,255  
 1,000,000   Michigan State Hospital Finance                
     Authority, Revenue Bonds  06/01/25   5.000      1,166,220  
     Total Michigan             3,858,867  
     Missouri (1.1%)                
 310,000   Health & Educational Facilities Authority                
     of the State of Missouri, Revenue                
     Bonds, AMBAC1   06/01/31   0.388      281,328  
 300,000   Health & Educational Facilities Authority                
     of the State of Missouri, Revenue                
     Bonds, AMBAC1   06/01/31   0.391      272,076  
     Total Missouri             553,404  

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

11
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
 Value
     MUNICIPAL BONDS (continued)                
     Montana (1.0%)                
$500,000   Montana Board of Housing, Revenue                
     Bonds, FHA  12/01/43   3.000%  $ 522,710  
     Total Montana            522,710  
     Nebraska (0.3%)                
 125,000   Central Plains Energy Project,                
     Revenue Bonds  12/01/18   5.250     142,280  
 35,000   Central Plains Energy Project,                
     Revenue Bonds  09/01/27   5.000     38,766  
     Total Nebraska            181,046  
     Nevada (0.9%)                
 500,000   County of Washoe, Revenue Bonds,                
     NPFG1   03/01/36   0.424     476,844  
     Total Nevada            476,844  
     New Jersey (10.3%)                
 425,000   New Jersey Economic Development                
     Authority, Revenue Bonds1   03/01/28   1.650     423,976  
 250,000   New Jersey State Turnpike Authority,                
     Revenue Bonds, NPFG1   01/01/30   0.175     228,783  
 595,000   New Jersey Transit Corp., Revenue                
     Bonds  09/15/20   5.000     687,897  
 275,000   New Jersey Transportation Trust Fund                
     Authority, Revenue Bonds, AMBAC2   12/15/26   0.000     165,247  
 2,500,000   New Jersey Transportation Trust Fund                
     Authority, Revenue Bonds, NPFG2   12/15/30   0.000     1,222,500  
 3,960,000   Tobacco Settlement Financing Corp.,                
     Revenue Bonds2   06/01/41   0.000     967,349  
 7,245,000   Tobacco Settlement Financing Corp.,                
     Revenue Bonds2   06/01/41   0.000     1,715,399  
     Total New Jersey            5,411,151  

 

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

12 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     New York (10.3%)             
$50,000   Metropolitan Transportation Authority,             
     Revenue Bonds, AGM1   11/01/22   0.307%  $48,147 
 1,000,000   Metropolitan Transportation Authority,             
     Revenue Bonds, AGM1   11/01/22   0.308    962,934 
 800,000   New York City, General Obligation Bonds3   11/03/14   0.060    800,000 
 1,725,000   New York State Energy Research &             
     Development Authority, Revenue             
     Bonds, AMBAC1   12/01/25   0.381    1,594,557 
 80,000   New York State Energy Research &             
     Development Authority, Revenue             
     Bonds, AMBAC1   12/01/26   0.383    74,688 
 80,000   New York State Energy Research &             
     Development Authority, Revenue             
     Bonds, AMBAC1   03/01/27   0.385    74,252 
 290,000   New York State Energy Research &             
     Development Authority, Revenue             
     Bonds, AMBAC1   07/01/27   0.380    270,717 
 580,000   New York State Energy Research &             
     Development Authority, Revenue             
     Bonds, XLCA1   07/01/29   0.392    533,517 
 1,000,000   New York State Energy Research &             
     Development Authority, Revenue             
     Bonds, XLCA1   01/01/39   0.091    896,262 
 205,000   State of New York, General Obligation             
     Bonds, AMBAC1   03/14/31   0.135    184,531 
     Total New York           5,439,605 
     North Carolina (2.3%)             
 1,000,000   Mecklenburg County, General             
     Obligation Bonds  12/01/21   5.000    1,219,010 
     Total North Carolina           1,219,010 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

13
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
 Value
     MUNICIPAL BONDS (continued)                
     North Dakota (1.0%)                
$500,000   North Dakota Housing Finance Agency,                
     Revenue Bonds  07/01/34   4.000%  $ 548,940  
     Total North Dakota            548,940  
     Pennsylvania (5.8%)                
 25,000   Allegheny County Airport Authority,                
     Revenue Bonds, NPFG  01/01/18   5.000     28,057  
 275,000   Allegheny County Airport Authority,                
     Revenue Bonds, FGIC  01/01/18   5.000     308,624  
 190,000   Allegheny County Airport Authority,                
     Revenue Bonds  01/01/21   5.000     218,929  
 50,000   Allegheny County Airport Authority,                
     Revenue Bonds, FGIC  01/01/22   5.000     57,647  
 40,000   Allegheny County Airport Authority,                
     Revenue Bonds, FGIC  01/01/23   5.000     46,186  
 1,000,000   Pennsylvania Economic Development                
     Financing Authority, Revenue Bonds1   07/01/41   2.250     1,001,360  
 1,000,000   School District of Philadelphia, General                
     Obligation Bonds  09/01/20   5.000     1,162,890  
 210,000   School District of Philadelphia, General                
     Obligation Bonds  09/01/22   5.250     241,103  
     Total Pennsylvania            3,064,796  
     Tennessee (1.5%)                
 210,000   Clarksville Natural Gas Acquisition Corp.,                
     Revenue Bonds  12/15/19   5.000     238,165  
 25,000   Clarksville Natural Gas Acquisition Corp.,                
     Revenue Bonds  12/15/20   5.000     28,766  
 485,000   Tennessee Housing Development                
     Agency, Revenue Bonds4   07/01/45   4.000     536,201  
     Total Tennessee            803,132  
     Texas (6.7%)                
 350,000   City of Houston Airport System,                
     Revenue Bonds, AGM1   07/01/30   0.240     318,308  
 500,000   City of Houston Airport System,                
     Revenue Bonds, AGM1   07/01/30   0.240     454,769  

 

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

14 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Texas (continued)             
$225,000   City of Houston Airport System,             
     Revenue Bonds, XLCA1   07/01/32   0.304%  $210,151 
 75,000   City of Houston Airport System,             
     Revenue Bonds, XLCA1   07/01/32   0.308    70,027 
 575,000   City of Houston Airport System,             
     Revenue Bonds, XLCA1   07/01/32   0.308    536,809 
 80,000   Texas Municipal Gas Acquisition &             
     Supply Corp. I, Revenue Bonds  12/15/19   5.250    91,983 
 45,000   Texas Municipal Gas Acquisition &             
     Supply Corp. I, Revenue Bonds  12/15/21   5.250    52,220 
 165,000   Texas Municipal Gas Acquisition &             
     Supply Corp. I, Revenue Bonds  12/15/23   5.250    190,979 
 430,000   Texas Municipal Gas Acquisition &             
     Supply Corp. I, Revenue Bonds  12/15/25   5.250    499,191 
 1,000,000   Texas Municipal Gas Acquisition &             
     Supply Corp. I, Revenue Bonds1   12/15/26   0.857    908,600 
 150,000   Texas Municipal Gas Acquisition &             
     Supply Corp. I, Revenue Bonds  12/15/26   5.250    174,116 
     Total Texas           3,507,153 
     Virginia (0.5%)             
 250,000   Sussex County Industrial Development             
     Authority, Revenue Bonds1   06/01/28   2.375    253,090 
     Total Virginia           253,090 
     Washington (2.9%)             
 1,000,000   Port of Seattle, Revenue Bonds  02/01/24   5.000    1,139,210 
 180,000   Washington State Housing Finance             
     Commission, Revenue Bonds,             
     FHLMC, FNMA, GNMA  12/01/21   2.900    180,915 
 185,000   Washington State Housing Finance             
     Commission, Revenue Bonds,             
     FHLMC, FNMA, GNMA  12/01/22   3.050    188,452 
     Total Washington           1,508,577 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

15
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
       MUNICIPAL BONDS (continued)              
       Wisconsin (0.3%)              
  $   150,000    County of Milwaukee Airport Revenue,              
       Revenue Bonds  12/01/28   5.250%   $ 174,944  
       Total Wisconsin           174,944  
       Total Municipal Bonds              
       (Identified cost $51,798,469)           $ 52,888,457  
TOTAL INVESTMENTS (Identified cost $51,798,469)5       100.4%   $ 52,888,457  
LIABILITIES IN EXCESS OF OTHER ASSETS      (0.4)%   (195,388 )
NET ASSETS      100.0%   $ 52,693,069  

 

 
1Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2014 coupon or interest rate.
2Security issued with a zero coupon. Income is recognized through accretion of discount.
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 October 31, 2014.
4Represents a security purchased on a when-issued basis.
5The aggregate cost for federal income tax purposes is $51,798,469, the aggregate gross unrealized appreciation is $1,191,427 and the aggregate gross unrealized depreciation is $101,439, resulting in net unrealized appreciation of $1,089,988.

Abbreviations:

AGC — Assured Guaranty Corp.
AGM — Assured Guaranty Municipal Corp.
AMBAC — AMBAC Financial Group, Inc.
FGIC — Financial Guaranty Insurance Company.
FHA — Federal Housing Administration.
FHLMC — Federal Home Loan Mortgage Corporation.
FNMA — Federal National Mortgage Association.
GNMA — Government National Mortgage Association.
NPFG — National Public Finance Guaranty Corp.
XLCA — XL Capital Assurance, Inc.

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

16 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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 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.

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 municipal bonds, investment-grade corporate bonds, U.S. Treasury

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

17
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2014 

 

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.

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 October 31, 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
October 31, 2014
Municipal Bonds**  $   $52,888,457   $   $52,888,457 
Total Investments, at value  $   $52,888,457   $   $52,888,457 

 

 
*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 during the seven-month period ended October 31, 2014.
**For geographical breakdown of municipal bond investments, refer to the Portfolio of Investments.

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

18 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2014 

 

ASSETS:     
Investments in securities, at value (Identified cost $51,798,469)  $52,888,457 
Receivables for:     
Interest   420,189 
Investment advisory and administrative fees waiver reimbursement   81,659 
Prepaid assets   21,570 
Total Assets   53,411,875 
 
LIABILITIES:     
Due to custodian   16,325 
Payables for:     
Investments purchased   590,771 
Professional fees   50,435 
Custody and fund accounting fees   22,821 
Investment advisory and administrative fees   17,924 
Transfer agent fees   1,945 
Distributor fees   1,171 
Board of Trustees’ fees   415 
Shareholder servicing fees   135 
Accrued expenses and other liabilities   16,864 
Total Liabilities   718,806 
NET ASSETS  $52,693,069 
      
Net Assets Consist of:     
Paid-in capital  $51,191,856 
Undistributed net investment income   152 
Accumulated net realized gain on investments in securities   411,073 
Net unrealized appreciation/(depreciation) on investments in securities   1,089,988 
Net Assets  $52,693,069 
      
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($1,054,658 ÷ 102,348 shares outstanding)  $10.30 
CLASS I SHARES     
($51,638,411 ÷ 5,015,627 shares outstanding)  $10.30 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

19
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
STATEMENT OF OPERATIONS 
For the period from April 1, 2014 (commencement of operations) to October 31, 2014 

 

NET INVESTMENT INCOME:   
Income:   
Interest and other income  $601,521 
Total Income   601,521 
      
Expenses:     
Investment advisory and administrative fees   120,983 
Registration fees   42,896 
Audit fees   36,500 
Shareholder Report fees   31,884 
Board of Trustees’ fees   27,608 
Custody and fund accounting fees   23,990 
Legal fees   13,935 
Transfer agent fees   13,081 
Distributor fees   9,368 
Shareholder servicing fees   741 
Miscellaneous expenses   17,478 
Total Expenses   338,464 
Investment advisory and administrative fees waiver   (185,325)
Expense offset arrangement   (1,169)
Net Expenses   151,970 
Net Investment Income   449,551 
      
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   411,073 
Net change in unrealized appreciation/(depreciation) on     
investments in securities   1,089,988 
Net Realized and Unrealized Gain   1,501,061 
Net Increase in Net Assets Resulting from Operations  $1,950,612 

 

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

20 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
STATEMENT OF CHANGES IN NET ASSETS 

 

   For the period
from April 1,
2014
(commencement
of operations)
to October 31,
2014
 
INCREASE IN NET ASSETS:     
Operations:     
Net investment income  $449,551 
Net realized gain on investments in securities   411,073 
Net change in unrealized appreciation/(depreciation) on     
investments in securities   1,089,988 
Net increase in net assets resulting from operations   1,950,612 
Dividends and distributions declared:     
From net investment income:     
Class N   (7,529)
Class I   (441,870)
Total dividends and distributions declared   (449,399)
Share transactions:     
Proceeds from sales of shares   51,190,259 
Net asset value of shares issued to shareholders for reinvestment     
of dividends and distributions   8,899 
Cost of shares redeemed   (7,302)
Net increase in net assets resulting from share transactions   51,191,856 
Total increase in net assets   52,693,069 
      
NET ASSETS:     
Beginning of period    
End of period (including undistributed net investment income of $152)  $52,693,069 

 

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

21
 

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

 

   For the period
from April 1,
2014
(commencement
of operations)
to October 31,
2014
Net asset value, beginning of period  $10.00 
Income from investment operations:     
Net investment income1    0.09 
Net realized and unrealized gain   0.29 
Total income from investment operations   0.38 
Less dividends and distributions:     
From net investment income   (0.08)
Total dividends and distributions   (0.08)
Net asset value, end of period  $10.30 
Total return   3.82%2
 
Ratios/Supplemental data:     
Net assets, end of period (in millions)  $1 
Ratio of expenses to average net assets before reductions   8.78%3
Fee waiver   8.13%3,4
Expense offset arrangement   0.00%3,5
Ratio of expenses to average net assets after reductions   0.65%3
Ratio of net investment income to average net assets   1.43%3
Portfolio turnover rate   91%6

 

 
1Calculated using average shares outstanding for the period.
2Not annualized.
3Annualized with the exception of audit fees and registration fees.
4The ratio of expenses to average net assets for the period ended October 31, 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 March 1, 2016, unless it is renewed by all parties to the agreement. For the period from April 1, 2014 to October 31, 2014 the waived fees were $47,942.
5Less than 0.01%
6Represents Fund portfolio turnover for the period ended October 31, 2014.

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

22 
 

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

 

   For the period
from April 1,
2014
(commencement
of operations)
to October 31,
2014
Net asset value, beginning of period  $10.00 
Income from investment operations:     
Net investment income1    0.09 
Net realized and unrealized gain   0.30 
Total income from investment operations   0.39 
Less dividends and distributions:     
From net investment income   (0.09)
Total dividends and distributions   (0.09)
Net asset value, end of period  $10.30 
Total return   3.89%2
 
Ratios/Supplemental data:     
Net assets, end of period (in millions)  $52 
Ratio of expenses to average net assets before reductions   0.88%3
Fee waiver   0.38%3,4
Expense offset arrangement   0.00%3,5
Ratio of expenses to average net assets after reductions   0.50%3
Ratio of net investment income to average net assets   1.49%3
Portfolio turnover rate   91%6

 

 
1Calculated using average shares outstanding for the period.
2Not annualized.
3Annualized with the exception of audit fees and registration fees.
4The ratio of expenses to average net assets for the period ended October 31, 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 March 1, 2016, unless it is renewed by all parties to the agreement. For the period from April 1, 2014 to October 31, 2014 the waived fees were $137,383.
5Less than 0.01%
6Represents Fund portfolio turnover for the period ended October 31, 2014.

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

23
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS 
As of and for the period ended October 31, 2014 

 

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. With the exception of class specific expenses, all expenses are allocated between classes based on net assets. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of October 31, 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 Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. The following summarizes significant accounting policies of the Fund:
A.Valuation of Investments. Prices of municipal bonds are provided by an external pricing service approved by the Fund’s Board of Trustees. These securities are generally classified as Level 2. The evaluated vendor pricing is based on methods that may include consideration of the following: yields or prices of municipal securities of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant.

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
24 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the period ended October 31, 2014 

 

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 October 31, 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 October 31, 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 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.

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

FINANCIAL STATEMENTS    OCTOBER 31, 2014

25
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the period ended October 31, 2014 

 

E.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 amount of $7,529 and $441,870 to Class N and Class I shareholders, respectively, during the period ended October 31, 2014.

The tax character of distributions paid during the period ended October 31, 2014, was as follows:

Distributions paid from:
   Ordinary
income
  Net
long-term
capital gain
  Total
taxable
distributions
  Tax
exempt
income
  Tax return
of capital
  Total
distributions
paid
2014:  $53,584    $53,584  $395,815    $449,399

 

As of October 31, 2014, 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)
2014:  $411,073    $411,073      $1,089,988  $1,501,061

 

The Fund did not have a net capital loss carryforward at October 31, 2014.

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.

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.
26 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the period ended October 31, 2014 

 

3.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 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 October 31, 2014, the Fund incurred $120,983 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 March 1, 2016, 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 October 31, 2014, the SID waived fees in the amount of $47,942 and $137,383 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 October 31, 2014, Class N shares of the Fund incurred $741 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 October 31, 2014, the Fund incurred $23,990 in custody and fund accounting fees. These fees for the Fund were reduced by $1,169 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. For the period ended October 31, 2014, the Fund had an overdraft of $16,325 and incurred $6 in interest on the overdraft position.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

27
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the period ended October 31, 2014 

 

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 October 31, 2014, the Fund incurred $27,608 in independent Trustee compensation and reimbursements.
F.Affiliated Ownership. As of October 31, 2014, BBH is the owner of record of 98% of the total outstanding shares of the Fund.
4.Investment Transactions. For the period ended October 31, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, was $99,610,155 and $48,053,154, respectively.
5.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
October 31, 2014*
   Shares  Dollars
Class N          
Shares sold   102,326   $1,035,259 
Shares issued in connection with reinvestments of dividends   737    7,529 
Shares redeemed   (715)   (7,302)
Net increase   102,348   $1,035,486 
Class I          
Shares sold   5,015,493   $50,155,000 
Shares issued in connection with reinvestments of dividends   134    1,370 
Net increase   5,015,627   $50,156,370 

 

 
*The period represented is from April 1, 2014 (commencement of operations) to October 31, 2014.
28 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the period ended October 31, 2014 

 

6.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). 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.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

29
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
As of and for the period ended October 31, 2014 

 

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.

7.Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 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.
30 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
DISCLOSURE OF FUND EXPENSES 
October 31, 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 six-month period and held for the entire period (May 1, 2014 to October 31, 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 STATEMENTS    OCTOBER 31, 2014

31
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 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
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Class N           
Actual  $1,000    $1,028    $3.32 
Hypothetical2  $1,000    $1,022    $3.31 
            
  Beginning
Account Value
May 1, 2014
  Ending
Account Value
October 31, 2014
  Expenses Paid
During Period
May 1, 2014 to
October 31, 20141
Class I           
Actual  $1,000    $1,030    $2.56 
Hypothetical2  $1,000    $1,023    $2.55 

 

 
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 184/365 (to reflect the one-half 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.
32 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
CONFLICTS OF INTEREST 
October 31, 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 it is determined 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 STATEMENTS    OCTOBER 31, 2014

33
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
CONFLICTS OF INTEREST (continued) 
October 31, 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.

34 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
CONFLICTS OF INTEREST (continued) 
October 31, 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 STATEMENTS    OCTOBER 31, 2014

35
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2014 (unaudited) 

 

The qualified investment income (QII) percentage for the year ended October 31, 2014 was 100%. In January 2015, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2014. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

36 
 

 
TRUSTEES AND OFFICERS OF BBH INTERMEDIATE MUNICIPAL BOND FUND 
(unaudited) 
 

Information pertaining to the Trustees of the BBH Trust (the “Trust”) and executive officers of the Trust is set forth below. The Statement of Additional Information for the BBH Intermediate Municipal Bond Fund includes additional information about the Fund’s Trustees and is available upon request, without charge, by contacting the Fund at 1-800-575-1265.

Name and
Birth Date
  Position(s)
Held with
the Trust
  Term of
Office and
Length of
Time
Served#
  Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen by
Trustee^
  Other Public
Company or
Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Independent Trustees
H. Whitney Wagner

Birth Date:
March 3, 1956
  Chairman of the Board and Trustee   Chairman Since 2014; Trustee Since 2007 and 2006- 2007 with the Predecessor Trust   President, Clear Brook Advisors, a registered investment advisor.   6   None.
                   
David P. Feldman

Birth Date:
November 16, 1939
  Trustee   Since 2007 and 1992- 2007 with the Predecessor Trust   Retired.   6   Director of Dreyfus Mutual Funds (42 Funds).
                   
Andrew S. Frazier

Birth Date:
April 8, 1948
  Trustee   Since 2010   Consultant to Western World Insurance Group, Inc. (“WWIG”) (January 2010 to January 2012) CEO of WWIG (1992-2009).   6   Director of WWIG.
                   
Mark M. Collins

Birth Date:
November 8, 1956
  Trustee   Since 2011   Partner of Brown Investment Advisory Incorporated, a registered investment advisor.   6   Chairman of Dillon Trust Company.
                   
John M. Tesoro

Birth Date:
May 23, 1952
  Trustee   Since 2014   Partner, Certified Public Accountant, KPMG LLP (Retired in September 2012).   6   Trustee, Bridge Builder Trust (1 Fund) Director, Teton Advisors, Inc. (a registered investment adviser).

 

FINANCIAL STATEMENTS    OCTOBER 31, 2014

37
 

TRUSTEES AND OFFICERS OF BBH INTERMEDIATE MUNICIPAL BOND FUND 
(unaudited) 

 

Name, Address
and Birth Date
  Position(s)
Held with
the Trust
  Term of
Office and
Length of
Time
Served#
  Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen by
Trustee^
  Other Public
Company or
Investment
Company
Directorships
Held by
Trustee
During Past
5 Years
Interested Trustees 
Susan C. Livingston+

50 Post Office
Square
Boston, MA 02110

Birth Date:
February 18, 1957 
  Trustee    Since 2011    Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co., Director of BBH Luxembourg S.C.A. (since 1992); Director of BBH Trust Company (Cayman) Ltd. (2007 to April 2011); and BBH Investor Services (London) Ltd. (2001 to April 2011).      None. 
                   
John A. Gehret+

140 Broadway
New York, NY 10005

Birth Date:
April 11, 1959 
  Trustee    Since 2011    Limited Partner of BBH&Co. (2012-present); General Partner of BBH&Co. (1998 to 2011); President and Principal Executive Officer of the Trust (2008-2011).      None. 

 

38 
 

TRUSTEES AND OFFICERS OF BBH INTERMEDIATE MUNICIPAL BOND FUND 
(unaudited) 

 

OFFICERS

Name, Address
and Birth Date
  Position(s)
Held with
the Trust
  Term of
Office and
Length of
Time
Served#
  Principal Occupation(s) During Past 5 Years
Radford W. Klotz

140 Broadway
New York, NY 10005

Birth Date:
December 1, 1955 

  President and Principal Executive Officer    Since 2011    Partner of BBH&Co. since 1995; joined BBH&Co. in 1977. 
              
Charles H. Schreiber

140 Broadway
New York, NY 10005

Birth Date:
December 10, 1957 

  Treasurer and
Principal Financial Officer 
  Since 2007

2006-2007
with the
Predecessor
Trust 
  Senior Vice President of BBH&Co. since 2001; joined BBH&Co. in 1999. 
           
Mark A. Egert

140 Broadway
New York, NY 10005

Birth Date:
May 25, 1962 

  Chief Compliance Officer (“CCO”); and Anti-Money Laundering Officer    Since 2011

Since 2014
  Senior Vice President of BBH&Co. since June 2011; Partner at Crowell & Moring LLP (April 2010 to May 2011); and CCO of Cowen and Company (January 2005 to April 2010). 
           
Suzan Barron

50 Post Office
Square
Boston, MA 02110

Birth Date:
September 5, 1964 

  Secretary    Since 2009    Senior Vice President and Senior Investor Services Counsel, BBH&Co. since 2005. 
              
Rowena Rothman

140 Broadway
New York, NY 10005

Birth Date:
October 24, 1967 

  Assistant Treasurer    Since 2011    Vice President of BBH&Co. since 2009. 

 

 
#All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Messrs. Wagner and Feldman previously served on the Board of Trustees of the Predecessor Trust.
+Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.
^The Fund Complex consists of the Trust, which has six series, and each is counted as one “Portfolio” for purposes of this table.

FINANCIAL STATEMENTS    OCTOBER 31, 2014

39
 

Administrator  Investment Adviser 
Brown Brothers Harriman & Co.  Brown Brothers Harriman 
140 Broadway  Mutual Fund Advisory 
New York, NY 10005  Department 
  140 Broadway 
Distributor  New York, NY 10005 
Alps Distributors, Inc.   
1290 Broadway, Suite 1100   
Denver, CO 80203   

Shareholder Servicing Agent
Brown Brothers Harriman & Co.
140 Broadway
New York, NY 10005
1-800-575-1265


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.

 
 

Item 2. Code of Ethics.

 

  As of the period ended October 31, 2014 (the “Reporting Period”), the Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer, principal accounting officer or controller or persons performing similar functions.  During the Reporting Period, there have been no changes to, amendments to or waivers from, any provision of the code of ethics. A copy of this code of ethics can be obtained upon request, free of charge, by calling (800) 575 - 1265.

 

Item 3. Audit Committee Financial Expert.

 

  The Board of Trustees of the Registrant has determined that Andrew S. Frazier and Mark M. Collins possess the attributes identified in Instruction (b) of Item 3 to Form N-CSR to each qualify as an “audit committee financial expert,” and has designated Andrew S. Frazier and Mark M. Collins as the Registrant’s audit committee financial experts.  Messrs. Andrew S. Frazier and Mark M. Collins are “independent” Trustees pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a)

Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $150,800 for 2014 and $114,000 for 2013.

 

(b)

Audit Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered to the Registrant by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for 2014 and $0 for 2013.

 

(c)

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered to the Registrant by the principal accountant for tax compliance, tax advice and tax planning were $30,550 for 2014 and $29,000 for 2013.  These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local entity tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification.

 

(d)

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $39,000 for 2014 and $47,494 for 2013.

 

 
 
 

The other services provided to the Registrant consisted of examinations pursuant to Rule 17f-2 of the Investment Company Act of 1940, as amended and filings of Form N-17f-2 “Certificate of Accounting of Securities and Similar Investments in the Custody of Management Investment Companies” with the U.S. Securities and Exchange Commission (“17f-2 Services”) in addition to audit services, tax services and 17f-2 Services provided to other series of the Registrant.

 

(e)(1)

Pursuant to the Registrant’s Audit Committee Charter that has been adopted by the audit committee, the audit committee shall approve all audit and permissible non-audit services to be provided to the Registrant and all permissible non-audit services to be provided to its investment adviser or any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant if the engagement relates directly to the operations and financial reporting of the Registrant. The audit committee has delegated to its Chairman the approval of such services subject to reports to the full audit committee at its next subsequent meeting.

 

(e)(2)

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, with respect to: Audit-Related Fees were 0%; Tax Fees were 0%; and Other Fees were 0%.

 

(f)

Not applicable.

 

(g)

The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant, and rendered to the Registrant's investment adviser (not  including  any sub-adviser whose  role  is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant for each of the last two fiscal years of the Registrant were $2,321,765 for 2014 and $215,032 for 2013.

 

(h) The Registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

Item 5. Audit Committee of Listed Registrants.

 

  Not Applicable

 

Item 6. Investments.

 

(a)

A Schedule of Investments in securities of unaffiliated issuers as of the close of the Reporting Period is included as part of the report to shareholders filed under Item 1 of this Form 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 applicable.

 

(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: January 9, 2015

 

 

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: January 9, 2015

 

 

 

By: (Signature and Title)

 

 

/s/Charles H.Schreiber

Charles H. Schreiber

Title: Treasurer (Principal Financial Officer)

Date: January 9, 2015