N-CSR 1 e67241ncsr.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, 2015

 

 

 

 

 

 

Item 1. Report to Stockholders.

Annual Report

OCTOBER 31, 2015

BBH Limited Duration Fund

 
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2015 

 

For the year ended October 31, the Fund’s I-class returned 0.30% net of all fees and expenses. BBH Limited Duration Fund’s (the “Fund”) benchmark, the Barcap 1-3 year Treasury Index1, returned 0.80% over the same period. While the Fund remains ahead of its benchmark for longer periods, the one year result is a disappointing one. It reflects both the underperformance of credit instruments this year and the effect of maintaining very low interest rate exposure. However, we are pleased that the diversification of our Fund has mitigated the credit headwinds. With the Treasury yield considerably higher, and short interest rates moving up substantially over the past few months, we are cautiously optimistic going forward.

The BBH Limited Duration Fund seeks to provide maximum total return, consistent with preservation of capital and prudent investment management. The approach we have taken with the Fund, since inception of the strategy, is to purchase a portfolio of credit instruments, ranging from floating rate to ten years maturity, and hedge most of the rate duration out of the portfolio. We wait for good value, seeking durable credits at attractive yields, and do not try to time market cycles. The Citi Investment Grade (Treasury Rate-Hedged) index2 also purchases rate-hedged credit, except with a simple index basket of investment grade corporate bonds. As you can see in the exhibit nearby, this index returned -2.87% for the year ended October, reflecting the poor returns to credit over the last few quarters. We have avoided much of this potential downside, which we attribute primarily to our investment in non-corporate credit, such as Asset-Backed Securities (“ABS”) and Commercial Mortgage-Backed Securities (“CMBS”) and Loans, all of which outperformed corporate credit quite handily.

 
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.
2The Corporate Investment Grade (Treasury Rate-Hedged) Index is a U.S. Dollar-denominated index that measures the rate-hedged performance of investment-grade corporate debt.
2  
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

With 6 successive quarters of negative returns, this bear market in credit is already 20 months old. Historically, credit bear markets like this have tended to fully reverse within two-to-three years. This is visible in the accompanying chart comparing the markets of the early 2000s and 2011 to the pullback started last year, based on the cumulative “Excess Returns”3 (returns compared to similar duration Treasuries) of bonds rated BBB/Baa (“Triple-B”). There is no guarantee history will repeat itself, but it often rhymes. These bear market episodes have tended to last about two years.


The Fund maintained duration of about 6 months throughout the year, which is approximately 25% of the index duration. Treasuries enjoyed positive returns over the year, scaling with duration. Our shorter position, while benefiting us now in the fourth quarter of 2015, cost us about 0.69% over the year.

 
3Excess return is defined as the investment return of a credit sector in excess of comparable duration U.S. Treasuries.
FINANCIAL STATEMENTS OCTOBER 31, 20153 
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

Credit instruments of all types produced negative excess returns over the fiscal year. We present these results below, roughly in order of credit quality (top to bottom). High yield and Triple-B-rated securities underperformed Treasuries by over 4 percent, with the exception of loans. Even Single-A securities underperformed by over a percentage point. There was almost no place to hide in corporate credit. Fortunately, we had increasingly been emphasizing purchases in other parts of the credit universe.

In 2014, we were finding less and less value in corporate bonds, so the majority of our purchases over the following year were ABS and CMBS, growing to approximately half of the portfolio during the year. Structured Products (ABS, CMBS and Mortgage-Backed Securities) are almost entirely domestic in risk exposure, and involve consumer or commercial loan or lease collateral. They are, therefore, fairly far removed from the most troubled spots in the corporate bond market — energy, commodities, and emerging market demand. We have developed a highly diversified portfolio of older and newer ABS types, including everything from traditional car loans and credit cards, to small-ticket equipment, airplanes, shipping containers, and, in two holdings, portfolios of drug patent royalties. In each security, there is substantial credit enhancement, consisting of over-collateralization, subordination/equity, and retention of additional interest proceeds, which will absorb loss increases first and mitigate downside risk. We aim to buy ABS with enough credit enhancement, in our judgment, to help protect us from even depression-level losses.

 

Credit Quality letter ratings are provided by Standard and Poor's (www.standardpoors.com) and Moody's (www.moodys.com) which are independent third parties. 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.

4  
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

Our portfolio of CMBS is about half office property and half hotel and retail properties. This has been an area of terrific opportunity, as a huge wave of refinancing has been depressing prices and keeping yields high. As this refinancing wave is digested over the next 18 months or so, we expect spreads to compress in this sector. Rising commercial real estate values have helped to steadily reduce leverage in our CMBS holdings.

Even in corporate exposures, we have been pleased with the performance of almost every industry. Our entire negative return comes down to energy and consumer products. In energy exploration and services, an exposure of less than two percent cost us a disproportionately large 0.3% in return. One of our exposures in particular, to two drilling vessel-secured transactions with Odebrecht Oil & Gas, is marked well below 50% of par, and cost the fund 0.25% in performance over the year. As a direct result of oil prices experiencing a record drop, exploration activity has dropped precipitously. All of these companies are negotiating with creditors now, as volumes are not sufficient to meet covenanted debt service. In general, creditors seem to be taking a reasonable approach, attempting to build a bridge to a time when oil prices are a bit higher rather than attempting to liquidate assets in this environment. We have deliberately taken senior and/or secured creditor positions in our energy investments. For that reason, we view current prices for our bonds as far below expected recovery value in time.


Sectors such as utilities and pipelines have widened as well, since their profit margins also have some commodity price exposure. Global consumer companies have also taken significant profit hits to exchange rate changes, particularly companies with a large presence in emerging markets. This is both a current performance drag and an opportunity for us, as few of these companies face material credit deterioration, even given a prolonged period of lower oil prices and emerging markets demand. We’ve invested in senior secured debt of a few electricity generation credits over the last year, at floating yields greater than five percent. All of these have very limited price exposure to fossil fuels, and enjoy large, stable, contractual relationships with utilities to which they are essential.

FINANCIAL STATEMENTS OCTOBER 31, 20155 
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

It was a year that left a few marks, but we are pleased with the returns to our shareholders, as well as the much broader opportunity set in which we are investing. The I-Class SEC yield4 increased from 0.96% to 2.17% (0.86% to 1.99% for Class N) from 10/31/2014 to 10/30/2015. We believe that a credit orientation brings much greater returns in the long run. We continue to invest only where we find long-term value, rather than projecting price movements, looking for durable credits when they are available at attractive yields. As ever, we are available to answer your questions, and we wish you and your families a joyous and prosperous 2016.

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

Past performance is no guarantee of future results.

 
4SEC yield is a calculation based on a 30-day period and is computed by dividing the net investment income per share earned during the period by the price per share on the last day of the reported period.
6  
 

BBH LIMITED DURATION FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

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, 2015 as compared to the BCTSY.


The annualized gross expense ratios as in the March 2, 2015 prospectus for Class N and Class I shares were 0.48% 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, 20157 
 

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 the BBH Trust (the “Fund”) as of October 31, 2015, 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, 2015, by correspondence with the custodian, agent banks, and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 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, 2015, 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, 2015

8  
 

BBH LIMITED DURATION FUND 
PORTFOLIO ALLOCATION 
October 31, 2015 

 

BREAKDOWN BY SECURITY TYPE

       
   U.S. $ Value  Percent of
Net Assets
Asset Backed Securities  $1,949,309,342    41.4%
Commercial Mortgage Backed Securities   619,578,534    13.2 
Corporate Bonds   1,138,466,236    24.2 
Loan Participations and Assignments   302,469,366    6.4 
Municipal Bonds   239,813,183    5.1 
U.S. Government Agency Obligations   174,849,299    3.7 
U.S. Inflation Linked Debt   10,486,624    0.2 
U.S. Treasury Notes   30,002,340    0.6 
Certificates of Deposit   75,000,000    1.6 
Time Deposits   70,000,000    1.5 
U.S. Treasury Bills   25,199,385    0.5 
Cash and Other Assets in Excess of Liabilities   75,323,405    1.6 
NET ASSETS  $4,710,497,714    100.0%

 

All data as of October 31, 2015. 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, 20159 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (41.4%)               
$31,019,048   AIM Aviation Finance, Ltd. 2015-1A1    02/15/40   4.213%  $31,064,025 
 5,294,666   Aircraft Lease Securitisation, Ltd.               
     2007-1A1,2    05/10/32   0.459    5,268,193 
 12,690,000   Ally Master Owner Trust 2012-5   09/15/19   1.540    12,685,443 
 11,909,154   Alterna Funding I LLC 2014-1A1    02/15/21   1.639    11,868,186 
 12,208,463   AmeriCredit Automobile Receivables               
     Trust 2012-3   05/08/18   2.420    12,269,017 
 11,300,000   AmeriCredit Automobile Receivables               
     Trust 2013-3   06/10/19   2.380    11,416,630 
 4,980,554   Ascentium Equipment Receivables LLC               
     2014-1A1    01/10/17   1.040    4,978,085 
 20,000,000   Ascentium Equipment Receivables LLC               
     2015-1A1    07/10/17   1.150    19,961,806 
 21,083,333   Avis Budget Rental Car Funding               
     AESOP LLC 2010-5A1    03/20/17   3.150    21,186,779 
 3,950,581   AXIS Equipment Finance Receivables II               
     LLC 2013-1A1    03/20/17   1.750    3,947,276 
 26,942,630   AXIS Equipment Finance Receivables III               
     LLC 2015-1A1    03/20/20   1.900    26,909,703 
 13,934,199   BCC Funding VIII LLC 2014-1A1    06/20/20   1.794    13,886,266 
 50,310,000   BCC Funding X LLC 2015-11    10/20/20   2.224    50,504,619 
 4,300,000   Capital Auto Receivables Asset Trust               
     2013-1   10/22/18   1.740    4,308,081 
 8,030,000   Capital Auto Receivables Asset Trust               
     2013-2   10/22/18   1.960    8,063,206 
 2,820,000   Capital Auto Receivables Asset Trust               
     2013-2   04/22/19   2.660    2,849,643 
 18,140,000   Capital Auto Receivables Asset Trust               
     2013-21    01/20/22   4.060    18,511,250 
 13,260,000   Capital Auto Receivables Asset Trust               
     2013-3   10/22/18   2.790    13,439,901 
 38,740,000   Carlyle Global Market Strategies               
     Commodities Funding, Ltd.               
     2014-1A1,2,3    10/15/21   2.221    38,739,140 

 

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

10  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)               
$32,539,035   Cazenovia Creek Funding I LLC               
     2015-1A1    12/10/23   2.000%  $32,594,351 
 2,055,281   CCG Receivables Trust 2013-11    08/14/20   1.050    2,055,241 
 12,973,974   CCG Receivables Trust 2014-11    11/15/21   1.060    12,946,248 
 5,177,950   Chesapeake Funding LLC 2011-2A1,2    04/07/24   1.444    5,178,711 
 778,651   Chesapeake Funding LLC 2012-1A1,2    11/07/23   0.944    775,566 
 3,890,350   Chesapeake Funding LLC 2012-2A1,2    05/07/24   0.644    3,888,391 
 31,391,760   Chesterfield Financial Holdings LLC               
     2014-1A1    12/15/34   4.500    31,544,763 
 12,780,000   CIT Equipment Collateral 2014-VT11    10/21/19   1.500    12,739,105 
 38,080,000   Citibank Credit Card Issuance Trust               
     2014-A8   04/09/20   1.730    38,431,105 
 4,076,858   Credit Acceptance Auto Loan Trust               
     2013-1A1    10/15/20   1.210    4,075,166 
 7,530,000   Credit Acceptance Auto Loan Trust               
     2013-2A1    10/15/21   2.260    7,527,727 
 10,040,000   Credit Acceptance Auto Loan Trust               
     2014-1A1    10/15/21   1.550    10,012,417 
 11,160,000   Credit Acceptance Auto Loan Trust               
     2014-1A1    04/15/22   2.290    11,160,843 
 2,720,000   Credit Acceptance Auto Loan Trust               
     2014-2A1    09/15/22   2.670    2,732,145 
 10,890,000   Credit Acceptance Auto Loan Trust               
     2015-1A1    01/17/23   2.610    10,907,322 
 7,070,064   Direct Capital Funding V LLC 2013-21    08/20/18   1.730    7,078,035 
 40,760,000   Drive Auto Receivables Trust 2015-BA1    07/15/21   2.760    40,530,970 
 14,490,000   Eagle I, Ltd. 2014-1A1    12/15/39   4.310    14,676,018 
 38,239,619   ECAF I Ltd. 2015-1A1    06/15/40   3.473    38,239,619 
 21,831,250   Emerald Aviation Finance, Ltd. 2013-11    10/15/38   4.650    22,312,411 
 51,830,000   Engs Commercial Finance Trust               
     2015-1A1    10/22/21   2.310    51,920,531 
 14,875   Exeter Automobile Receivables Trust               
     2013-1A1    10/16/17   1.290    14,873 
 537,336   Exeter Automobile Receivables Trust               
     2013-2A1    11/15/17   1.490    537,288 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201511 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)               
$4,331,369   Exeter Automobile Receivables Trust               
     2014-2A1    08/15/18   1.060%  $4,319,722 
 24,561,784   FNA Trust 2014-1A1    12/10/22   1.296    24,573,083 
 4,470,000   Ford Credit Auto Owner Trust 2012-B   02/15/18   2.080    4,510,311 
 4,000,000   Ford Credit Auto Owner Trust 2013-C   01/15/20   2.500    4,068,981 
 14,500,000   Ford Credit Auto Owner Trust/Ford               
     Credit 2014-21    04/15/26   2.310    14,613,512 
 18,456,054   Foursight Capital Automobile Receivables               
     Trust 2014-11    03/23/20   2.110    18,430,952 
 31,176,842   Foursight Capital Automobile Receivables               
     Trust 2015-11    01/15/21   2.340    31,225,322 
 10,891,516   FRS I LLC 2013-1A1    04/15/43   1.800    10,817,487 
 13,527,656   Global Container Assets, Ltd. 2013-1A1    11/05/28   2.200    13,516,681 
 36,566,667   Global Container Assets, Ltd. 2015-1A1    02/05/30   2.100    36,504,090 
 16,510,000   GMF Floorplan Owner Revolving Trust               
     2015-11    05/15/20   1.650    16,455,302 
 6,525,000   GMF Floorplan Owner Revolving Trust               
     2015-11    05/15/20   1.970    6,538,489 
 10,730,000   GMF Floorplan Owner Revolving Trust               
     2015-11    05/15/20   2.220    10,731,792 
 32,660,000   Hertz Vehicle Financing LLC 2011-1A1    03/25/18   3.290    33,349,005 
 17,750,000   Hyundai Auto Receivables Trust 2013-B   02/15/19   1.710    17,843,624 
 3,738,449   Leaf II Receivables Funding LLC 2013-11    10/15/16   1.330    3,737,769 
 8,972,000   Leaf II Receivables Funding LLC 2013-11    09/15/21   1.980    8,985,942 
 4,470,000   M&T Bank Auto Receivables Trust               
     2013-1A1    03/15/19   2.160    4,486,017 
 7,162,818   MCA Fund I Holding LLC 2014-11,2    08/15/24   2.321    7,165,888 
 761,218   MMAF Equipment Finance LLC 2009-AA1    01/15/30   3.510    762,587 
 13,449,048   MMAF Equipment Finance LLC 2012-AA1    10/10/18   1.350    13,459,670 
 8,943,587   Motor, Plc. 2014-1A1,2    08/25/21   0.677    8,942,792 
 18,011,560   Nations Equipment Finance Funding II               
     LLC 2014-1A1    07/20/18   1.558    17,916,319 
 3,140,000   Nationstar Agency Advance Funding               
     Trust 2013-T2A1    02/18/48   1.892    3,104,173 

 

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

12  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)               
$1,853,515   Navitas Equipment Receivables LLC               
     2013-11    11/15/16   1.950%  $1,853,561 
 23,903,000   Navitas Equipment Receivables LLC               
     2015-11    11/15/18   2.120    23,950,409 
 51,030,000   NCF Dealer Floorplan Master Trust               
     2014-1A1,2    10/20/20   1.674    50,651,465 
 16,658,775   New Mexico State Educational Assistance               
     Foundation 2013-12    01/02/25   0.893    16,049,063 
 29,756,713   Newstar Commercial Lease Funding               
     LLC 2015-1A1    04/15/19   3.270    29,680,687 
 12,796,676   Newtek Small Business Loan Trust               
     2010-11,2    02/25/41   2.497    12,796,676 
 49,190,000   NextGear Floorplan Master Owner Trust               
     2014-1A1    10/15/19   1.920    49,002,552 
 22,470,000   NextGear Floorplan Master Owner               
     Trust 2015-1A1    07/15/19   1.800    22,429,961 
 13,740,000   NextGear Floorplan Master Owner               
     Trust 2015-1A1,2    07/15/19   1.946    13,740,342 
 17,300,000   Nordstrom Private Label Credit Card               
     Master Note Trust 2011-1A1    11/15/19   2.280    17,480,740 
 29,760,000   NRZ Advance Receivables Trust Advance               
     Receivables Backed 2015-T21    08/17/48   3.302    29,755,536 
 9,200,000   Ocwen Master Advance Receivables               
     Trust 2015-11    09/17/46   2.537    9,200,000 
 15,000,000   OneMain Financial Issuance Trust               
     2014-1A1    06/18/24   2.430    15,001,705 
 15,230,000   OneMain Financial Issuance Trust               
     2014-2A1    09/18/24   3.020    15,217,816 
 26,190,000   OneMain Financial Issuance Trust               
     2015-1A1    03/18/26   3.850    26,680,801 
 20,010,000   Oxford Finance Funding Trust 2014-1A1    12/15/22   3.475    19,945,418 
 5,660,449   PFS Tax Lien Trust 2014-11    04/15/16   1.440    5,658,106 
 50,000,000   Progreso Receivables Funding LLC               
     2015-B1    07/28/20   3.000    50,052,905 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201513 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)               
$53,872,895   ReadyCap Lending Small Business Loan               
     Trust 2015-12    12/25/38   1.447%  $53,568,465 
 12,340,000   Santander Drive Auto Receivables Trust               
     2013-2   03/15/19   1.950    12,405,345 
 5,990,000   Santander Drive Auto Receivables Trust               
     2013-4   01/15/20   3.250    6,099,022 
 10,980,000   Santander Drive Auto Receivables               
     Trust 2015-3   04/15/20   2.070    11,007,502 
 22,790,000   Santander Drive Auto Receivables               
     Trust 2015-3   01/15/21   2.740    22,744,611 
 23,790,000   Shenton Aircraft Investment I, Ltd.               
     2015-1A1    10/15/42   4.750    23,790,000 
 9,296,388   SMART Trust 2012-1USA1    12/14/17   2.010    9,370,759 
 253,218   SMART Trust 2012-2USA1    10/14/16   1.590    253,380 
 670,446   SMART Trust 2012-4US   03/14/17   0.970    670,043 
 4,070,498   SMART Trust 2013-2US   01/14/17   0.830    4,069,276 
 3,630,000   SMART Trust 2013-2US   02/14/19   1.180    3,612,576 
 13,420,000   SMART Trust 2015-1US   09/14/18   1.500    13,450,415 
 2,634,699   SNAAC Auto Receivables Trust               
     2014-1A1    09/17/18   1.030    2,634,281 
 33,210,000   Spirit Master Funding LLC 2014-4A1    01/20/45   3.501    33,162,533 
 9,900,000   Spirit Master Funding VII LLC 2013-1A1    12/20/43   3.887    10,187,279 
 16,075,941   Springleaf Funding Trust 2013-AA1    09/15/21   2.580    16,101,905 
 9,000,000   Springleaf Funding Trust 2014-AA1    12/15/22   2.410    8,995,144 
 17,398,431   STORE Master Funding LLC 2013-1A1    03/20/43   4.160    17,989,233 
 12,429,052   STORE Master Funding LLC 2013-2A1    07/20/43   4.370    12,948,318 
 20,780,684   STORE Master Funding LLC 2013-3A1    11/20/43   4.240    21,511,973 
 4,449,698   TAL Advantage V LLC 2014-2A1    05/20/39   1.700    4,426,495 
 21,527,500   TAL Advantage V LLC 2014-3A1    11/21/39   3.270    21,484,863 
 37,044,000   Textainer Marine Containers, Ltd.               
     2014-1A1    10/20/39   3.270    36,461,465 
 11,530,000   Trade MAPS 1, Ltd. 2013-1A1,2    12/10/18   1.445    11,501,025 
 49,760,000   Trafigura Securitisation Finance, Plc.               
     2014-1A1,2    10/15/21   1.146    49,775,650 

 

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

14  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     ASSET BACKED SECURITIES (continued)               
$18,330,000   Turquoise Card Backed Securities, Plc.               
     2012-1A1,2    06/17/19   0.996%  $18,408,452 
 6,737,305   Utah State Board of Regents 2011-12    05/01/29   1.150    6,747,479 
 11,064,022   Westlake Automobile Receivables               
     Trust 2014-2A1    10/16/17   0.970    11,061,734 
 41,711,977   Westlake Automobile Receivables               
     Trust 2015-1A1    03/15/18   1.170    41,686,504 
 10,600,000   Westlake Automobile Receivables               
     Trust 2015-1A1    11/16/20   2.290    10,521,106 
 21,340,000   Westlake Automobile Receivables               
     Trust 2015-2A1    01/15/21   2.450    21,142,594 
 32,510,000   World Financial Network Credit Card               
     Master Trust 2014-C   08/16/21   1.540    32,576,567 
     Total Asset Backed Securities               
     (Identified cost $1,945,101,361)             1,949,309,342 
                     
     COMMERCIAL MORTGAGE BACKED               
     SECURITIES (13.2%)               
 15,540,000   Aventura Mall Trust 2013-AVM1,2    12/05/32   3.867    15,970,366 
 13,860,000   BBCMS Trust 2015-RRI1,2    05/15/32   2.246    13,668,921 
 31,807,000   BB-UBS Trust 2012-TFT1,2    06/05/30   3.584    31,150,061 
 6,349,000   BHMS Mortgage Trust 2014-ATLS1,2    07/05/33   2.644    6,301,399 
 32,018,000   BHMS Mortgage Trust 2014-ATLS1,2    07/05/33   4.847    32,564,429 
 12,240,000   BLCP Hotel Trust 2014-CLRN1,2    08/15/29   2.146    12,065,381 
 14,860,000   Boca Hotel Portfolio Trust 2013-BOCA1,2    08/15/26   1.946    14,832,988 
 30,106,000   BXHTL Mortgage Trust 2015-JWRZ1,2    05/15/29   2.346    29,766,669 
 28,190,000   Carefree Portfolio Trust 2014-CARE1,2    11/15/19   2.596    28,339,773 
 42,795,000   CDGJ Commercial Mortgage Trust               
     2014-BXCH1,2    12/15/27   2.696    42,151,937 
 10,500,000   CGBAM Commercial Mortgage Trust               
     2014-HD1,2    02/15/31   1.396    10,401,344 
 7,457,000   CGBAM Commercial Mortgage Trust               
     2014-HD1,2    02/15/31   1.796    7,386,933 
 31,329,000   CG-CCRE Commercial Mortgage               
     Trust 2014-FL21,2    11/15/31   3.096    31,425,199 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201515 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     COMMERCIAL MORTGAGE BACKED               
     SECURITIES (continued)               
$7,510,000   Citigroup Commercial Mortgage               
     Trust 2013-SMP1    01/12/30   2.435%  $7,585,174 
 2,085,000   Citigroup Commercial Mortgage               
     Trust 2013-SMP1    01/12/30   2.738    2,104,961 
 24,520,000   Citigroup Commercial Mortgage               
     Trust 2014-388G1,2    06/15/33   1.946    24,089,331 
 20,676,812   Commercial Mortgage Pass Through               
     Certificates 2013-GAM1    02/10/28   1.705    20,386,493 
 9,690,000   Commercial Mortgage Pass Through               
     Certificates 2013-GAM1,2    02/10/28   3.531    9,620,936 
 11,004,713   Commercial Mortgage Pass Through               
     Certificates 2013-SFS1    04/12/35   1.873    10,713,829 
 42,990,000   Commercial Mortgage Pass Through               
     Certificates 2014-KYO1,2    06/11/27   1.846    42,440,553 
 22,660,000   Commercial Mortgage Pass Through               
     Certificates 2014-TWC1,2    02/13/32   1.057    22,488,273 
 14,950,000   EQTY 2014-INNS Mortgage Trust1,2    05/08/31   1.795    14,674,183 
 16,539,771   GTP Cellular Sites LLC1    03/15/42   3.721    16,626,535 
 9,696,976   Hilton USA Trust 2013-HLF1,2    11/05/30   1.694    9,624,638 
 14,850,958   Hilton USA Trust 2013-HLF1,2    11/05/30   2.094    14,740,182 
 9,410,000   Hyatt Hotel Portfolio Trust 2015-HYT1,2    11/15/29   2.294    9,441,769 
 5,780,000   JP Morgan Chase Commercial Mortgage               
     Securities Corp. 2011-PLSD1    11/13/28   3.364    5,894,824 
 5,600,000   JP Morgan Chase Commercial Mortgage               
     Securities Trust 2014-BXH1,2    04/15/27   1.446    5,592,950 
 10,250,000   JP Morgan Chase Commercial Mortgage               
     Securities Trust 2014-BXH1,2    04/15/27   1.846    10,234,733 
 14,860,000   SBA Tower Trust1    12/15/42   2.933    15,035,375 
 40,700,000   SBA Tower Trust1    04/15/43   2.240    40,288,523 
 15,700,000   Unison Ground Lease Funding LLC1    04/15/40   5.349    16,396,320 
 14,500,000   Wells Fargo Commercial Mortgage Trust               
     2014-TISH1,2    02/15/27   2.046    14,243,438 
 20,108,443   WFCG Commercial Mortgage Trust               
     2015-BXRP1,2    11/15/29   1.318    19,981,305 

 

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

16  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     COMMERCIAL MORTGAGE BACKED               
     SECURITIES (continued)               
$11,468,922   WFCG Commercial Mortgage Trust               
     2015-BXRP1,2    11/15/29   1.668%  $11,348,809 
     Total Commercial Mortgage Backed Securities          
     (Identified cost $623,598,455)             619,578,534 
                     
     CORPORATE BONDS (24.2%)               
     BANKS (4.2%)               
 44,000,000   BAC San Jose DPR Funding, Ltd.1,3    11/15/21   4.500    43,006,462 
 42,443,700   Citigroup Capital XIII2,4    10/30/40   6.692    43,122,799 
 26,315,000   Commonwealth Bank of Australia1,2    03/12/18   0.736    26,166,189 
 3,163,335   FNBC 1993-A Pass Through Trust   01/05/18   8.080    3,309,029 
 24,760,000   Mitsubishi UFJ Trust & Banking Corp.1    10/16/17   1.600    24,671,533 
 12,955,000   Royal Bank of Scotland, Plc.   03/16/16   4.375    13,118,881 
 19,980,000   Svenska Handelsbanken AB   04/04/17   2.875    20,352,407 
 23,285,000   Westpac Banking Corp.   12/01/17   1.500    23,241,410 
                   196,988,710 
     COMMERCIAL SERVICES (0.5%)               
 19,863,000   Experian Finance, Plc.1    06/15/17   2.375    19,937,963 
 3,250,000   Western Union Co.   08/22/18   3.650    3,362,424 
                   23,300,387 
     COSMETICS/PERSONAL CARE (0.3%)               
 19,745,000   Avon Products, Inc.   03/15/20   6.350    16,042,813 
                     
     DIVERSIFIED FINANCIAL SERVICES (6.5%)               
 11,881,764   AA Aircraft Financing 2013-1 LLC1    11/01/19   3.596    12,000,582 
 8,119,820   Ahold Lease Series 2001-A-1 Pass               
     Through Trust   01/02/20   7.820    8,728,807 
 7,365,000   Air Lease Corp.   04/01/17   5.625    7,703,569 
 15,950,000   Air Lease Corp.   09/04/18   2.625    15,885,721 
 6,300,000   Alliance Data Systems Corp.1    12/01/17   5.250    6,489,000 
 5,000,000   Alliance Data Systems Corp.1    04/01/20   6.375    5,162,500 
 22,705,000   Athene Global Funding1    10/23/18   2.875    22,456,698 
 24,815,000   Caisse Centrale Desjardins1    09/12/17   1.550    24,766,412 
 19,213,710   CIC Central America Card               
     Receivables, Ltd.3    11/05/20   4.500    19,346,570 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201517 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     CORPORATE BONDS (continued)               
     DIVERSIFIED FINANCIAL               
     SERVICES (continued)               
$10,500,000   CIC Receivables Master Trust3    10/07/21   4.890%  $10,587,415 
 3,000,000   Credit Acceptance Corp.   02/15/21   6.125    3,000,000 
 23,730,000   Denali Borrower LLC1    10/15/20   5.625    25,242,787 
 12,118,836   Doric Nimrod Air Alpha 2013-1 Pass               
     Through Trust1    05/30/25   5.250    12,603,589 
 6,212,142   Doric Nimrod Air Finance Alpha, Ltd.               
     2012-1 (Class A) Pass Through Trust1    11/30/24   5.125    6,437,624 
 49,455,000   Drawbridge Special Opportunities               
     Fund LP1    08/01/21   5.000    48,465,900 
 5,346,352   LS Power Funding Corp.   12/30/16   8.080    5,552,171 
 5,875,000   Morgan Stanley Capital Trust III4    03/01/33   6.250    6,086,500 
 8,922,925   Morgan Stanley Capital Trust VIII4    04/15/67   6.450    9,112,091 
 16,349,000   Murray Street Investment Trust I   03/09/17   4.647    16,999,069 
 38,284,000   Seven & Seven, Ltd.1,2    09/11/19   1.539    38,238,251 
                   304,865,256 
     ELECTRIC (1.1%)               
 25,715,000   Korea East-West Power Co., Ltd.1    11/27/18   2.625    26,121,425 
 22,150,000   TransAlta Corp.   06/03/17   1.900    21,877,245 
 5,580,000   TransAlta Corp.   05/15/18   6.650    5,906,793 
                   53,905,463 
     HEALTHCARE-PRODUCTS (0.5%)               
 15,995,000   Mallinckrodt International Finance S.A.   04/15/18   3.500    15,495,156 
 10,000,000   Mallinckrodt International Finance               
     S.A./Mallinckrodt CB LLC1    04/15/20   4.875    9,587,500 
                   25,082,656 
     HEALTHCARE-SERVICES (0.2%)               
 10,460,000   HCA, Inc.   03/15/19   3.750    10,643,050 

 

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

18  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     CORPORATE BONDS (continued)               
     INSURANCE (1.3%)               
$17,985,000   Fairfax Financial Holdings, Ltd.1    05/15/21   5.800%  $19,009,875 
 11,050,000   Vitality Re IV, Ltd.1,2    01/09/18   2.750    11,136,190 
 33,100,000   Vitality Re V, Ltd.1,2    01/07/20   1.750    32,894,780 
                   63,040,845 
     INTERNET (0.5%)               
 20,335,000   Expedia, Inc.   08/15/20   5.950    22,537,708 
     INVESTMENT COMPANIES (1.7%)               
 28,840,000   Ares Capital Corp.   01/15/20   3.875    29,541,100 
 27,645,000   FS Investment Corp.   01/15/20   4.250    27,938,065 
 21,515,000   PennantPark Investment Corp.   10/01/19   4.500    21,631,783 
                   79,110,948 
     MEDIA (0.6%)               
 7,140,000   Scripps Networks Interactive, Inc.   11/15/19   2.750    7,027,267 
 21,000,000   TEGNA, Inc.   10/15/19   5.125    21,892,500 
                   28,919,767 
     OIL & GAS (1.3%)               
 7,120,000   Korea National Oil Corp.1    04/03/17   3.125    7,282,706 
 16,935,000   Korea National Oil Corp.1    01/23/19   2.750    17,186,637 
 22,513,100   Odebrecht Drilling Norbe VIII/IX, Ltd.1    06/30/22   6.350    11,031,419 
 10,873,200   Odebrecht Offshore Drilling               
     Finance, Ltd.1    10/01/23   6.750    3,637,085 
 4,140,000   Petrobras Global Finance BV   05/20/16   2.000    4,079,970 
 21,825,000   Petrobras Global Finance BV2    01/15/19   2.461    17,562,578 
                   60,780,395 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201519 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
   CORPORATE BONDS (continued)         
   OIL & GAS SERVICES (0.7%)         
$35,228,000   Freeport-McMoran Oil & Gas LLC.   11/15/20   6.500%  $31,925,375 
     PHARMACEUTICALS (0.9%)               
 22,355,000   AbbVie, Inc.   05/14/18   1.800    22,372,929 
 9,000,000   AbbVie, Inc.   05/14/20   2.500    8,898,822 
 9,445,000   Pfizer, Inc.   03/30/17   6.050    10,111,524 
                   41,383,275 
     PIPELINES (0.3%)               
 15,065,000   Enbridge Energy Partners LP   10/15/20   4.375    15,259,459 
     REAL ESTATE (1.5%)               
 18,035,000   Prologis International Funding II SA1    02/15/20   4.875    19,140,221 
 17,000,000   RXR Realty3    10/01/20   5.400    16,865,878 
 32,965,000   Vonovia Finance BV1    10/02/17   3.200    33,522,043 
                   69,528,142 
     REAL ESTATE INVESTMENT TRUSTS (1.4%)               
 15,400,000   Digital Delta Holdings LLC1    10/01/20   3.400    15,477,724 
 5,670,000   Scentre Group Trust 1/Scentre               
     Group Trust 21    11/05/19   2.375    5,609,654 
 25,330,000   Select Income REIT   02/01/22   4.150    24,953,267 
 22,000,000   Senior Housing Properties Trust   05/01/19   3.250    22,067,386 
                   68,108,031 
     TELECOMMUNICATIONS (0.6%)               
 26,570,000   BellSouth Corp.1    04/26/21   4.821    27,043,956 
     Total Corporate Bonds               
     (Identified cost $1,167,479,109)             1,138,466,236 

 

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

20  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     LOAN PARTICIPATIONS AND               
     ASSIGNMENTS (6.4%)               
$12,853,417   Aria Energy Operating LLC2    05/27/22   5.000%  $12,339,280 
 28,841,324   Astoria Energy LLC Term B2    12/24/21   5.000    28,648,952 
 20,000,000   Charter Communications Operating LLC               
     (CCO Safari LLC) Term H2    08/24/21   3.250    19,950,000 
 3,000,000   Charter Communications Operating LLC               
     (CCO Safari LLC) Term I2    01/24/23   3.500    2,995,770 
 11,337,500   Dell International LLC Term B22    04/29/20   4.000    11,331,151 
 10,825,848   Dell International LLC Term C2    10/29/18   3.750    10,812,315 
 44,844,330   Delos Finance S.a.r.l2    03/06/21   3.500    44,816,526 
 40,000,000   Express Scripts Holding Company               
     (Express Scripts, Inc.) 2    04/28/17   1.313    39,825,200 
 20,000,000   Freeport-McMorRan Copper & Gold, Inc.               
     (PT Freeport Indonesia) 2    05/31/18   1.940    17,900,000 
 20,829,174   HCA, Inc. Term B52    03/31/17   2.938    20,824,383 
 14,755,349   Mallinckrodt International Term B2    03/19/21   3.250    13,986,891 
 1,980,000   Mallinckrodt International Term B12    03/19/21   3.500    1,892,662 
 8,076,022   RPI Finance Trust Term B32    11/09/18   3.250    8,067,946 
 45,058,021   RPI Finance Trust Term B42    11/09/20   3.500    44,900,318 
 605,381   SS&C European Holdings S.a.r.l               
     Term B22    07/08/22   4.000    606,895 
 3,912,556   SS&C Technologies, Inc. Term B12    07/08/22   4.000    3,922,338 
 19,722,699   TPF II Power LLC Term B2    10/02/21   5.500    19,648,739 
     Total Loan Participations and Assignments               
     (Identified cost $305,653,275)             302,469,366 
     MUNICIPAL BONDS (5.1%)               
 14,250,000   Baylor Health Care System,               
     Revenue Bonds2    11/15/25   0.180    13,420,693 
 20,670,000   Chicago Transit Authority,               
     Revenue Bonds   06/01/20   5.000    22,843,450 
 8,700,000   City of Portland, Oregon, General               
     Obligation Bonds2    06/01/19   0.105    8,378,004 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201521 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

                
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value  
     MUNICIPAL BONDS (continued)                
$2,850,000   City of Portland, Oregon, General                
     Obligation Bonds2    06/01/19   0.135%  $ 2,744,502  
 8,000,000   Michigan Finance Authority,                
     Revenue Bonds   05/01/16   3.000   8,088,560  
 16,105,000   Michigan Finance Authority,                
     Revenue Bonds   05/01/17   5.000   17,016,865  
 8,850,000   Michigan Finance Authority,                
     Revenue Bonds   05/01/18   5.000   9,666,236  
 5,000,000   New Jersey Economic Development                
     Authority, Revenue Bonds2    02/01/17   0.910   4,936,350  
 20,940,000   New Jersey Economic Development                
     Authority, Revenue Bonds, NPFG5    02/15/17   0.000   20,330,227  
 28,005,000   New Jersey Economic Development                
     Authority, Revenue Bonds, AGM5    02/15/18   0.000   26,189,996  
 4,360,000   New Jersey Economic Development                
     Authority, Revenue Bonds   06/15/20   5.000   4,715,384  
 27,815,000   New Jersey Economic Development                
     Authority, Revenue Bonds, XLCA5    07/01/20   0.000   22,703,437  
 2,350,000   New Jersey State Turnpike Authority,                
     Revenue Bonds, AMBAC   01/01/16   4.252   2,364,218  
 3,600,000   New York State Energy Research &                
     Development Authority,                
     Revenue Bonds, NPFG2    12/01/20   0.137   3,409,596  
 7,140,000   Pennsylvania Industrial Development                
     Authority, Revenue Bonds1    07/01/21   2.967   7,132,217  
 2,375,000   School District of Philadelphia, General                
     Obligation Bonds   09/01/16   1.787   2,380,700  
 3,445,000   School District of Philadelphia, General                
     Obligation Bonds   09/01/17   2.009   3,433,115  
 2,330,000   School District of Philadelphia, General                
     Obligation Bonds   09/01/18   2.512   2,339,786  
 27,090,000   State of Illinois, General                
     Obligation Bonds   03/01/16   4.961   27,412,371  
 7,110,000   State of Illinois, General                
     Obligation Bonds, AGM   03/01/18   5.200   7,482,208  

 

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

22  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)               
$17,300,000   State of Illinois, General               
     Obligation Bonds   07/01/21   6.200%  $18,597,500 
 16,650,000   Tobacco Settlement Financing Corp.,               
     Revenue Bonds5    06/01/41   0.000    4,227,768 
     Total Municipal Bonds               
     (Identified cost $240,445,598)             239,813,183 
     U.S. GOVERNMENT AGENCY               
     OBLIGATIONS (3.7%)               
 25,000,000   Fannie Mae Discount Notes5    12/23/15   0.000    24,995,306 
 25,000,000   Federal Home Loan Bank Discount               
     Notes5    11/18/15   0.000    24,998,690 
 25,000,000   Federal Home Loan Bank Discount               
     Notes5    12/01/15   0.000    24,997,708 
 30,000,000   Federal Home Loan Bank Discount               
     Notes5    01/14/16   0.000    29,994,510 
 35,000,000   Federal Home Loan Bank Discount               
     Notes5    02/26/16   0.000    34,986,455 
 231,868   Federal Home Loan Mortgage Corp.               
     (FHLMC) Non Gold Guaranteed2    04/01/36   2.385    246,813 
 117,054   Federal Home Loan Mortgage Corp.               
     (FHLMC) Non Gold Guaranteed2    12/01/36   2.115    123,854 
 72,667   Federal Home Loan Mortgage Corp.               
     (FHLMC) Non Gold Guaranteed2    01/01/37   2.330    77,053 
 160,311   Federal Home Loan Mortgage Corp.               
     (FHLMC) Non Gold Guaranteed2    02/01/37   2.446    171,261 
 14,303,194   Federal National Mortgage Association               
     (FNMA)   07/01/35   5.000    15,822,403 
 989,832   Federal National Mortgage Association               
     (FNMA)   11/01/35   5.500    1,115,371 
 102,347   Federal National Mortgage Association               
     (FNMA)2    07/01/36   2.731    109,084 
 210,316   Federal National Mortgage Association               
     (FNMA)2    09/01/36   2.447    223,169 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201523 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     U.S. GOVERNMENT AGENCY               
     OBLIGATIONS (continued)               
$165,540   Federal National Mortgage Association               
     (FNMA)2    01/01/37   2.451%  $176,946 
 855,855   Federal National Mortgage Association               
     (FNMA)   08/01/37   5.500    963,638 
 9,593,674   Federal National Mortgage Association               
     (FNMA)   08/01/37   5.500    10,826,299 
 4,372,612   Federal National Mortgage Association               
     (FNMA)   06/01/40   6.500    4,997,775 
 22,228   Government National Mortgage               
     Association (GNMA)2    08/20/29   1.625    22,964 
     Total U.S. Government Agency Obligations               
     (Identified cost $173,673,005)             174,849,299 
     U.S. INFLATION LINKED DEBT (0.2%)               
 10,492,500   U.S. Treasury Inflation Indexed Note   04/15/17   0.125    10,486,624 
     Total U.S. Inflation Linked Debt               
     (Identified cost $10,739,252)             10,486,624 
     U.S. TREASURY NOTE (0.6%)               
 30,000,000   U.S. Treasury Note   11/30/15   0.250    30,002,340 
     Total U.S. Treasury Note               
     (Identified cost $30,004,531)             30,002,340 
     CERTIFICATES OF DEPOSIT (1.6%)               
 75,000,000   DNB Bank ASA   11/10/15   0.270    75,000,000 
     Total Certificates of Deposit               
     (Identified cost $75,000,000)             75,000,000 
     TIME DEPOSITS (1.5%)               
 70,000,000   Wells Fargo   11/02/15   0.090    70,000,000 
     Total Time Deposits               
     (Identified cost $70,000,000)             70,000,000 

 

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

24  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

             
Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
   U.S. TREASURY BILLS (0.5%)               
$ 10,200,000  U.S. Treasury Bill5,6    11/05/15   0.000%  $10,199,912 
15,000,000  U.S Treasury Bill5    11/12/15   0.000    14,999,473 
   Total U.S. Treasury Bills               
   (Identified cost $25,199,385)             25,199,385 
                
TOTAL INVESTMENTS (Identified cost $4,666,893,971)7         98.4%  $4,635,174,309 
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES        1.6%   75,323,405 
NET ASSETS        100.0%  $4,710,497,714 
 
1Security 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, 2015 was $2,817,460,492 or 59.81% of net assets. Unless otherwise noted, these securities are not considered illiquid.
2Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2015 coupon or interest rate.
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 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 $4,667,878,995, the aggregate gross unrealized appreciation is $22,460,024 and the aggregate gross unrealized depreciation is $55,164,710 resulting in net unrealized depreciation of $32,704,686.

Abbreviations:

AGM – Assured Guaranty Municipal Corp.

AMBAC – AMBAC Financial Group, Inc.

FHLMC – Federal Home Loan Mortgage Corporation.

FNMA – Federal National Mortgage Association.

GNMA – Government National Mortgage Association.

NPFG – National Public Finance Guarantee Corporation.

XLCA – XL Capital Assurance, Inc.

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

FINANCIAL STATEMENTS OCTOBER 31, 201525 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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.

26  
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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, certain corporate debt securities and asset backed 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, 2015.

             
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, 2015
Asset Backed Securities  $   $1,888,574,989   $60,734,353   $1,949,309,342 
Commercial Mortgage                    
Backed Securities       619,578,534        619,578,534 
Corporate Bonds   58,321,390    1,080,144,846        1,138,466,236 
Loan Participations and                    
Assignments       302,469,366        302,469,366 
Municipal Bonds       239,813,183        239,813,183 
U.S. Government                    
Agency Obligations       174,849,299        174,849,299 
U.S. Inflation Linked Debt       10,486,624        10,486,624 
U.S. Treasury Notes       30,002,340        30,002,340 
Certificates of Deposit       75,000,000        75,000,000 
Time Deposits       70,000,000        70,000,000 
U.S. Treasury Bills       25,199,385        25,199,385 
Total Investments, at value  $58,321,390   $4,516,118,566   $60,734,353   $4,635,174,309 
                     
Other Financial Instruments, at value                    
Financial Futures Contracts  $1,258,765   $   $   $1,258,765 
Other Financial Instruments,                    
at value  $1,258,765   $   $   $1,258,765 
 
*The Fund's policy is to disclose transfers between levels based on valuations at the end of the reporting period.

There were no transfers between Levels 1, 2 or 3 as of October 31, 2015.

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

FINANCIAL STATEMENTS OCTOBER 31, 201527 
 

BBH LIMITED DURATION FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

The following is a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining fair value during the year ended October 31, 2015:

      
   Asset backed
Securities
 
Balance as of October 31, 2014  $9,344,313 
Purchases   63,539,360 
Sales / Paydowns   (12,308,601)
Realized gains (losses)   72,325 
Change in unrealized appreciation (depreciation)   80,887 
Amortization   6,069 
Balance as of October 31, 2015  $60,734,353 

 

The Fund's investments classified as Level 3 were valued utilizing broker quotes.

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

28  
 

BBH LIMITED DURATION FUND 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2015 

 

      
ASSETS:     
Investments in securities, at value (Identified cost $4,666,893,971)  $4,635,174,309 
Cash   3,773,763 
Receivables for:     
Investments sold   68,176,861 
Interest   15,944,053 
Shares sold   5,130,195 
Futures variation margin on open contracts   227,167 
Prepaid assets   43,596 
Total Assets   4,728,469,944 
LIABILITIES:     
Payables for:     
Shares redeemed   16,173,106 
Investment advisory and administrative fees   1,050,440 
Shareholder servicing fees   423,471 
Professional fees   66,963 
Custody and fund accounting fees   61,651 
Distributor fees   5,616 
Transfer agent fees   2,643 
Periodic distributions   1,236 
Board of Trustees' fees   950 
Accrued expenses and other liabilities   186,154 
Total Liabilities   17,972,230 
NET ASSETS  $4,710,497,714 
Net Assets Consist of:     
Paid-in capital  $4,782,457,528 
Undistributed net investment income   505,783 
Accumulated net realized loss on investments in securities     
and futures contracts   (42,004,700)
Net unrealized appreciation/(depreciation) on investments in     
securities and futures contracts   (30,460,897)
Net Assets  $4,710,497,714 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($2,557,473,605 ÷ 252,108,967 shares outstanding)  $10.14 
CLASS I SHARES     
($2,153,024,109 ÷ 212,270,429 shares outstanding)  $10.14 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201529 
 

BBH LIMITED DURATION FUND 
STATEMENT OF OPERATIONS 
For the year ended October 31, 2015 

 

      
NET INVESTMENT INCOME:     
Income:     
Dividends  $3,502,474 
Interest and other income   110,596,658 
Total Income   114,099,132 
Expenses:     
Investment advisory and administrative fees   13,323,867 
Shareholder servicing fees   5,275,703 
Custody and fund accounting fees   400,366 
Professional fees   82,148 
Distributor fees   71,267 
Board of Trustees' fees   63,085 
Transfer agent fees   26,842 
Miscellaneous expenses   318,507 
Total Expenses   19,561,785 
Expense offset arrangement   (14,248)
Net Expenses   19,547,537 
Net Investment Income   94,551,595 
NET REALIZED AND UNREALIZED LOSS:     
Net realized loss on investments in securities   (7,150,832)
Net realized loss on futures contracts   (34,260,541)
Net realized loss on investments in securities and futures contracts   (41,411,373)
Net change in unrealized appreciation/(depreciation) on investments     
in securities   (47,865,541)
Net change in unrealized appreciation/(depreciation) on     
futures contracts   6,872,049 
Net change in unrealized appreciation/(depreciation) on     
investments in securities and futures contracts   (40,993,492)
Net Realized and Unrealized Loss   (82,404,865)
Net Increase in Net Assets Resulting from Operations  $12,146,730 

 

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

30  
 

BBH LIMITED DURATION FUND 
STATEMENTS OF CHANGES IN NET ASSETS 

 

       
   For the years ended October 31,
   2015  2014
INCREASE (DECREASE) IN NET ASSETS:          
Operations:          
Net investment income  $94,551,595   $62,774,496 
Net realized loss on investments in securities          
and futures contracts   (41,411,373)   (20,355,575)
Net change in unrealized appreciation/(depreciation)          
on investments in securities and futures contracts   (40,993,492)   13,816,265 
Net increase in net assets resulting          
from operations   12,146,730    56,235,186 
Dividends and distributions declared:          
From net investment income:          
Class N   (46,344,802)   (33,449,587)
Class I   (47,959,131)   (30,303,899)
From net realized gains:          
Class N       (7,552,495)
Class I       (4,638,860)
Total dividends and distributions declared   (94,303,933)   (75,944,841)
Share transactions:          
Proceeds from sales of shares*   2,179,033,729    3,599,294,308 
Net asset value of shares issued to shareholders for          
reinvestment of dividends and distributions   92,942,518    74,634,169 
Cost of shares redeemed*   (2,651,777,342)   (2,099,546,354)
Net increase (decrease) in net assets resulting          
from share transactions   (379,801,095)   1,574,382,123 
Total increase (decrease) in net assets   (461,958,298)   1,554,672,468 
NET ASSETS:          
Beginning of year   5,172,456,012    3,617,783,544 
End of year (including undistributed net investment          
income of $505,783 and $405,409, respectively)  $4,710,497,714   $5,172,456,012 

 

*Includes share exchanges. See Note 5 in Notes to Financial Statements.

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

FINANCIAL STATEMENTS OCTOBER 31, 201531 
 

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,
   2015  2014  2013  2012  2011
Net asset value, beginning of year  $10.31   $10.35   $10.44   $10.34   $10.46 
Income from investment operations:                         
Net investment income1    0.18    0.14    0.15    0.18    0.17 
Net realized and unrealized gain (loss)   (0.17)   (0.01)   (0.06)   0.14    (0.12)
Total income from investment operations   0.01    0.13    0.09    0.32    0.05 
Less dividends and distributions:                         
From net investment income   (0.18)   (0.14)   (0.15)   (0.18)   (0.17)
From net realized gains   —      (0.03)   (0.03)   (0.04)   —   
Total dividends and distributions   (0.18)   (0.17)   (0.18)   (0.22)   (0.17)
Short-term redemption fees1    —      —      —      —      0.002
Net asset value, end of year  $10.14   $10.31   $10.35   $10.44   $10.34 
Total return   0.10%   1.32%   0.82%   3.13%   0.52%
 
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $2,557   $2,625   $2,170   $1,776   $1,336 
Ratio of expenses to average net assets                         
before reductions   0.48%   0.48%   0.49%   0.50%   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%   0.48%   0.49%   0.50%   0.49%
Ratio of net investment income to average                         
net assets   1.75%   1.36%   1.44%   1.75%   1.66%
Portfolio turnover rate   46%   35%   48%   38%   28%

 

 

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.

32  
 

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,
   2015  2014  2013  2012  2011
Net asset value, beginning of year  $10.31   $10.35   $10.44   $10.34   $10.46 
Income from investment operations:                         
Net investment income1    0.20    0.16    0.17    0.20    0.19 
Net realized and unrealized gain (loss)   (0.17)   (0.01)   (0.06)   0.14    (0.12)
Total income from investment operations   0.03    0.15    0.11    0.34    0.07 
Less dividends and distributions:                         
From net investment income   (0.20)   (0.16)   (0.17)   (0.20)   (0.19)
From net realized gains   —      (0.03)   (0.03)   (0.04)   —   
Total dividends and distributions   (0.20)   (0.19)   (0.20)   (0.24)   (0.19)
Short-term redemption fees1    —      —      —      —      0.002
Net asset value, end of year  $10.14   $10.31   $10.35   $10.44   $10.34 
Total return   0.30%   1.52%   1.01%   3.31%   0.67%
 
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $2,153   $2,547   $1,448   $1,165   $825 
Ratio of expenses to average net assets                         
before reductions   0.28%   0.29%   0.29%   0.31%   0.33%
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   0.28%   0.29%   0.29%   0.31%   0.33%
Ratio of net investment income to average                         
net assets   1.94%   1.56%   1.63%   1.93%   1.82%
Portfolio turnover rate   46%   35%   48%   38%   28%
 
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, 201533 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS 
October 31, 2015 

 

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. The Fund offers Class N 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 automatically convert to any other share class of the Fund. As of October 31, 2015, 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.

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
34  
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015:

                  
  Description  Number of
Contracts
  Expiration Date  Market Value  Notional
Amount
  Unrealized
Gain/(Loss)
  Contracts to Sell:                       
  U.S. Treasury                       
  2-Year Notes   3,300   December 2015  $721,565,625   $721,931,484   $365,859 
  U.S. Treasury                       
  5-Year Notes   6,930   December 2015   830,029,925    831,068,289    1,038,364 
  U.S. Treasury                       
  10-Year Notes   425   December 2015   54,267,187    54,121,729    (145,458)
                       $1,258,765 

 

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, 2015, the average monthly number of open futures contracts was 10,441. The range of monthly notional values was $1,236,001,563 to $1,660,426,438.

FINANCIAL STATEMENTS OCTOBER 31, 201535 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

Fair Values of Derivative Instruments as of October 31, 2015

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
Rate
Risk
  Net unrealized
appreciation/(depreciation)
on investments in securities
and futures contracts.
  $1,404,223*  Net unrealized
appreciation/(depreciation)
on investments in securities
and futures contracts.
  $145,458*
  Total     $1,404,223      $145,458 
 
*Includes cumulative appreciation (depreciation) of futures contracts as reported in the Statement of Assets and Liabilities and Notes to Financial Statements. Only the current day's variation margin is reported within the Statement of Assets and Liabilities.

Effect of Derivative Instruments on the Statement of Operations

     Interest Rate Risk  
  Net Realized Gain/(Loss) on Derivatives   
  Futures Contracts  $(34,260,541)
  Net Change in Unrealized Appreciation/(Depreciation) on Derivatives     
  Futures Contracts  $6,872,049 

 

E.Rule 144A Securities. The Fund may purchase securities that are not registered under the Securities Act of 1933, as amended (“1933 Act”) but that can be sold to “qualified institutional buyers” in accordance with the requirements stated in Rule 144A under the 1933 Act (“Rule 144A Securities”). A Rule 144A Security may be considered illiquid and therefore subject to the 15% limitation on the purchase of illiquid securities, unless it is determined on an ongoing basis that an adequate trading market exists for the security, which is the case for the Fund. Guidelines have been adopted and the daily function of determining and monitoring liquidity of Rule 144A Securities has been delegated to the investment adviser. All relevant factors will be considered in determining the liquidity of Rule 144A Securities and all investments in Rule 144A Securities will be carefully monitored. Information regarding Rule 144A Securities is included at the end of the Portfolio of Investments.
36  
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 does not have unfunded commitments at year end. 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.

FINANCIAL STATEMENTS OCTOBER 31, 201537 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015, 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, 2015, 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 $46,344,802 and $47,959,131 to Class N and Class I shareholders, respectively, during the year ended October 31, 2015.
38  
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

The tax character of distributions paid during the fiscal years ended October 31, 2015 and 2014, respectively, were as follows:

                  
  Distributions paid from:
     Ordinary
income
   Net
long-term
capital gain
   Total
taxable
distributions
    Tax return
of capital
   Total
distributions
paid
 
  2015:  $94,303,933   $—     $94,303,933    —     $94,303,933 
  2014:   68,745,792    7,199,049    75,944,841    —      75,944,841 

 

As of October 31, 2015 and 2014, 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)
 
  2015:  $1,490,762    —     $1,490,762   $(40,745,890)  $(2,243,789)  $(30,460,897)  $(71,959,814)
  2014:   405,409    —      405,409    (6,353,632)   5,613,017    10,532,595    10,197,389 

 

The Fund had $40,745,890 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2015, of which $12,156,488 and $28,589,402, 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.
FINANCIAL STATEMENTS OCTOBER 31, 201539 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015, the Fund incurred $13,323,867 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, 2015, Class N shares of the Fund incurred $5,275,703 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, 2015, the Fund incurred $400,366 in custody and fund accounting fees. These fees for the Fund were reduced by $14,248 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, 2015, was $77.
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, 2015, the Fund incurred $63,085 in independent Trustee compensation and reimbursements.
4.Investment Transactions. For the year ended October 31, 2015, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $2,349,110,214 and $1,999,592,235, respectively.
40  
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015
  For the year ended
October 31, 2014
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   101,437,734   $1,038,660,135    153,543,127   $1,589,143,242 
Shares issued in connection                    
with reinvestments of                    
dividends   4,501,309    46,026,061    3,932,624    40,681,922 
Shares redeemed   (108,447,428)   (1,109,707,589)   (112,489,232)   (1,163,755,345)
Net increase (decrease)   (2,508,385)  $(25,021,393)   44,986,519   $466,069,819 
Class I                    
Shares sold   111,233,476   $1,140,373,594    194,284,497   $2,010,151,066 
Shares issued in connection                    
with reinvestments of                    
dividends   4,588,432    46,916,457    3,283,135    33,952,247 
Shares redeemed   (150,695,776)   (1,542,069,753)   (90,393,823)   (935,791,009)
Net increase (decrease)   (34,873,868)  $(354,779,702)   107,173,809   $1,108,312,304 

 

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2015 and 2014. Specifically:

During the fiscal year 2015, 28,878,575 shares of Class N were exchanged for 28,878,575 shares of Class I valued at $295,882,171 and 29,229,862 shares of Class I were exchanged for 29,229,862 shares of Class N valued at $298,536,754.

During the fiscal year 2014, 49,545,898 shares of Class N were exchanged for 49,545,898 shares of Class I valued at $512,210,892 and 13,938,919 shares of Class I were exchanged for 13,938,919 shares of Class N valued at $144,170,320.

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

FINANCIAL STATEMENTS OCTOBER 31, 201541 
 

BBH LIMITED DURATION FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 investments in certain U.S. government agency securities may not be backed by the U.S. Treasury and may be supported only by the credit of the issuer (U.S. government agency securities risk). The Fund's use of borrowing, in reverse repurchase agreements and investment in some derivatives, involves leverage. Leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund's securities and may cause the Fund to be more volatile (leverage risk). The value of securities held by the Fund may decline in response to certain events, including: those directly involving the companies or issuers whose securities are held by the Fund; conditions affecting the general economy; overall market changes; local, regional or political, social or economic instability; and currency and interest rate and price fluctuations (market risk). The Fund's shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund's shareholders (shareholder concentration risk). The extent of the Fund's exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund's Statement of Assets and Liabilities.

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

B.Indemnifications. Under the Trust's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
7.Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 2015 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.
42  
 

BBH LIMITED DURATION FUND 
DISCLOSURE OF FUND EXPENSES 
October 31, 2015 (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; 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, 2015 to October 31, 2015).

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, 201543 
 

BBH LIMITED DURATION FUND 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 2015 (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, 2015
    Ending
Account Value
October 31, 2015
    Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
 
Class N               
Actual  $1,000   $997   $2.42 
Hypothetical2   $1,000   $1,023   $2.45 

 

    Beginning
Account Value
May 1, 2015
    Ending
Account Value
October 31, 2015
    Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
 
Class I               
Actual  $1,000   $998   $1.41 
Hypothetical2   $1,000   $1,024   $1.43 
 
1Expenses are equal to the Fund's annualized expense ratio of 0.48% and 0.28% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 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.
44  
 

BBH LIMITED DURATION FUND 
CONFLICTS OF INTEREST 
October 31, 2015 (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, required or with 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, 201545 
 

BBH LIMITED DURATION FUND 
CONFLICTS OF INTEREST (continued) 
October 31, 2015 (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.

46  
 

BBH LIMITED DURATION FUND 
CONFLICTS OF INTEREST (continued) 
October 31, 2015 (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, 201547 
 

BBH LIMITED DURATION FUND 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2015 (unaudited) 

 

The qualified investment income (QII) percentage for the year ended October 31, 2015 was 76.09%. In January 2016, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2015. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

48  
 

TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND 
(unaudited) 

 

Information pertaining to the Trustees and executive officers of the BBH Trust is set forth below. The mailing address for each Trustee is c/o BBH Trust, 140 Broadway, New York, NY 10005.

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.
 

Andrew S. Frazier

Birth Date:
April 8, 1948

Trustee Since 2010 Consultant to Western World
Insurance Group, Inc. (“WWIG”)
(January 2010 to January 2012).
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 2012).
6 Trustee,
Bridge Builder
Trust (8 Funds)
Director, Teton
Advisors, Inc.
(a registered
investment
adviser).

 

FINANCIAL STATEMENTS OCTOBER 31, 201549 
 

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+
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.

 

50  
 

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
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.

Paul F. Gallagher
140 Broadway
New York, NY 10005

Birth Date:
June 28, 1959

Chief
Compliance
Officer and
Anti-Money
Laundering
Officer
Since 2015 Senior Vice President of BBH&Co. since September 2015;
Executive Director and Counsel, Morgan Stanley Smith Barney LLC
(2009-September 2015).

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.

James D. Kerr
50 Post Office Square
Boston, MA 02110

Birth Date:
January 5, 1983

Assistant
Secretary
Since 2015 Associate and Investor Services Assistant Counsel since 2014;
joined BBH&Co. in 2013; Assistant District Attorney, Middlesex
County, Massachusetts (October 2011 to September 2013);
Judicial Law Clerk, Massachusetts Court of Appeals (September
2010 to September 2011).
 
#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). Mr. Wagner 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, 201551 
 

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.

 

 

Annual Report

OCTOBER 31, 2015

BBH Core Select

 

 
BBH CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2015 

 

BBH Core Select Class N (the “Fund” or “Core Select”) rose by 3.47%, net of fees, during its fiscal year ending October 31, 2015. During the same twelve month period, the S&P 500 Index1 (“S&P 500”) returned 5.20%. For the five years ending October 31, 2015, Core Select has returned 12.41% per year while the S&P 500 has increased by 14.33%.

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 for 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 is below 75% of our estimate of intrinsic value per share. 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.

Equities rose modestly in fiscal 2015 despite having experienced a substantial interim pullback that occurred in the latter part of the year. While economic activity remains subdued in the developed world and there have been meaningful decelerations in many emerging markets, financial asset performance has been resilient and valuation levels have generally remained high. We continue to believe that the major source of this divergence primarily relates to easy monetary conditions worldwide, which have encouraged a broad pursuit of yield and capital gains among investors, but at the same time have also created an accumulation of price risk, in our view. Fiscal 2015 also showed a significant narrowing of

 
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, 2015 

 

market leadership, as demonstrated by the fact that the entirety of the year’s advance in the S&P 500 Index level equated to the collective contribution of less than 10 of its constituent companies. Given these factors, we maintain our view that not only could further market upside be limited, but downside risks should also be carefully weighed. For Core Select, we will continue to be guided by our fundamental principles and our valuation discipline with the goal of maintaining a quantitative and qualitative margin of safety3 in each of our holdings.

During fiscal 2015 we made a new investment in Discovery Communications Inc., a global leader in non-fiction and science-based TV programming. We believe the Company’s key strengths include i) its strong positioning in desirable content categories, ii) its appeal to engaged affinity groups that are valuable to advertisers, and iii) its expansive international business, where pay TV penetration is growing. Despite a changing industry landscape, our view is that Discovery can create long-term value through solid growth in free cash flow and a shareholder-friendly capital return policy.

We exited three positions during the fiscal year: Target Corp., Baxter International and California Resources Corp., the latter of which we had received as a spin-out from Occidental Petroleum. Target had achieved our intrinsic value estimate as the Company recovered from a challenging period. Shares of Baxter International rose sharply after the Company spun out its biosciences business into a separate company called Baxalta. We exited our position in Baxter and directed additional capital to Baxalta. As a standalone entity, California Resources Corp. did not meet the investment criteria that we employ in the energy sector.

Our largest positive contributors in fiscal 2015 were Chubb Corp., Comcast Corp., Progressive Corp., Alphabet Inc. (the parent company of Google) and Target Corp. Chubb, which has agreed to be acquired by ACE Ltd. in a cash and stock deal initially valued at $125 per Chubb share, has been a strong contributor over the nine years we have held it. Comcast maintained its track record of operational execution and intelligent capital allocation. Progressive and Alphabet posted consistently stronger earnings results and benefited from positive shifts in investor sentiment relative to the prior year.

The Fund’s largest detractors in fiscal 2015 were Southwestern Energy, Qualcomm Inc. and Schlumberger NV. Southwestern Energy and Schlumberger, along with our other energy industry holdings, have been sharply impacted by a sustained period of oil and gas commodity price weakness. Southwestern has been particularly pressured as investors have been skeptical about the Company’s ability to generate sufficient cash flows to fund growth in its low-cost acreage while also supporting a balance sheet that carries a substantially higher debt burden than it did a year ago. While we anticipate continued challenges in the natural gas market for at least the near term, our longer-term view remains positive and we believe that

 
3A margin of safety exists when we believe there is a significant discount to intrinsic value at the time of purchase —we aim to purchase at 75% of our estimate to intrinsic value or less.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 3

 

 


BBH CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

Southwestern can execute its strategy and meet its debt obligations. Schlumberger’s revenues have been hurt by lower levels of upstream oil and gas activity and meaningful price concessions on oilfield services, but we have been pleased with the offsetting cost actions that Management has undertaken, and we believe the Company’s industry position remains very strong. Qualcomm faced headwinds during the year both in its chip business, where price pressures have escalated and a major customer moved to an in-house solution, as well as its licensing business, in which regulatory challenges in China and Korea and non-compliance by certain parties have clouded the outlook for this high-margin source of revenue. Despite these setbacks, we do not believe that Qualcomm’s vital role in the global wireless ecosystem or its top-caliber engineering and intellectual property position have been diminished. Moreover, we believe the secular growth opportunities in wireless technology remain compelling.

As of October 31, 2015, Core Select held positions in 31 companies, with approximately 45% 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. With generally high valuation levels persisting throughout much of fiscal 2015, our portfolio purchases and additions were outweighed by trims and sales. As such, the Fund’s cash and cash equivalents position increased modestly to 9% as of the end of the 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. We do not aspire to generate short-term relative outperformance compared to market benchmarks, but instead operate with the objective of delivering attractive compounding over full market cycles by participating in rising markets and protecting capital during challenging periods.

The Fund is ‘non-diversified’ and may assume large positions in a small number of issuers which can increase the potential for greater price fluctuation.

Purchase and sale information provided should not be considered as a recommendation to purchase or sell a particular security and that there is no assurance, as of the date of publication, that the securities purchased remain in a fund’s portfolio or that securities sold have not been repurchased.

4

 


BBH CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

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, 2015 as compared to the S&P 500.

The annualized gross expense ratios as in the March 2, 2015 prospectus for Class N and Retail Class shares were 1.07% and 1.40%, 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, 2015 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 the BBH Trust (the “Fund”) as of October 31, 2015, 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 periods presented. 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, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 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, 2015, 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 periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2015

6

 


BBH CORE SELECT 
PORTFOLIO ALLOCATION 
October 31, 2015 

 

SECTOR DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Basic Materials  $202,350,049    3.9%
Communications   829,712,261    15.8 
Consumer Cyclical   306,023,040    5.8 
Consumer Non-Cyclical   1,131,460,615    21.5 
Energy   441,152,987    8.4 
Financials   1,098,276,488    20.9 
Industrials   78,107,420    1.5 
Technology   690,905,307    13.2 
Repurchase Agreements   123,000,000    2.3 
U.S. Treasury Bills   349,955,200    6.7 
Liabilities in Excess of Other Assets   (805,995)   (0.0)
NET ASSETS  $5,250,137,372    100.0%

 

All data as of October 31, 2015. 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, 2015 7

 

 


BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS 
October 31, 2015 

 

Shares     Value
     COMMON STOCKS (91.0%)     
     BASIC MATERIALS (3.9%)      
 1,458,163   Celanese Corp. (Series A)  $103,602,481 
 888,897   Praxair, Inc.   98,747,568 
     Total Basic Materials    202,350,049 
           
     COMMUNICATIONS (15.8%)      
 159,016   Alphabet, Inc. (Class A)1    117,256,808 
 275,646   Alphabet, Inc. (Class C)1    195,931,933 
 5,350,125   Comcast Corp. (Class A)   335,024,828 
 5,473,800   Discovery Communications, Inc. (Class C)1    150,638,976 
 1,106,083   eBay, Inc.1    30,859,716 
     Total Communications    829,712,261 
           
     CONSUMER CYCLICAL (5.8%)      
 2,035,351   Bed, Bath & Beyond, Inc.1    121,367,980 
 4,230,934   Liberty Interactive Corp. QVC Group (Class A)1    115,800,663 
 1,202,907   Wal-Mart Stores, Inc.   68,854,397 
     Total Consumer Cyclical    306,023,040 
           
     CONSUMER NON-CYCLICAL (21.5%)      
 3,188,124   Baxalta, Inc.   109,862,753 
 832,934   DENTSPLY International, Inc.   50,684,034 
 1,231,989   Diageo, Plc. ADR   141,777,294 
 442,329   Henry Schein, Inc.1    67,105,733 
 2,627,222   Nestle SA ADR   200,246,861 
 2,422,391   Novartis AG ADR   219,056,818 
 2,206,883   PayPal Holdings, Inc.1    79,469,857 
 1,942,994   Unilever NV (NY Shares)   87,395,870 
 4,088,849   Zoetis, Inc.   175,861,395 
     Total Consumer Non-Cyclical    1,131,460,615 

 

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

8

 


BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Shares     Value
     COMMON STOCKS (continued)     
     ENERGY (8.4%)     
 1,995,568   EOG Resources, Inc.  $171,319,513 
 1,337,414   Occidental Petroleum Corp.   99,690,840 
 1,561,928   Schlumberger, Ltd.   122,080,292 
 4,353,473   Southwestern Energy Co.1    48,062,342 
     Total Energy   441,152,987 
           
     FINANCIALS (20.9%)     
 1,495   Berkshire Hathaway, Inc. (Class A)1    305,871,020 
 867,349   Chubb Corp.   112,191,593 
 5,173,121   Progressive Corp.   171,385,499 
 6,054,787   US Bancorp   255,390,915 
 4,681,150   Wells Fargo & Co.   253,437,461 
     Total Financials   1,098,276,488 
           
     INDUSTRIALS (1.5%)     
 1,452,891   Waste Management, Inc.   78,107,420 
     Total Industrials   78,107,420 
           
     TECHNOLOGY (13.2%)     
 4,314,481   Microsoft Corp.   227,114,280 
 7,035,889   Oracle Corp.   273,273,929 
 3,206,279   QUALCOMM, Inc.   190,517,098 
     Total Technology   690,905,307 
     Total Common Stocks (Identified cost $3,392,418,306)   4,777,988,167 

 

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 9

 

 


BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity Date   Interest
Rate
  Value
   REPURCHASE AGREEMENTS (2.3%)               
$ 123,000,000  National Australia Bank (Agreement dated              
   10/30/15 collateralized by U.S. Treasury              
   Note 1.375%, due 06/30/18, original par              
   $123,805,000, valued at $125,460,000)  11/02/15   0.070%  $123,000,000 
   Total Repurchase Agreements               
   (Identified cost $123,000,000)             123,000,000 
   U.S. TREASURY BILLS (6.7%)               
  350,000,000  U.S. Treasury Bill2   01/07/16   0.000    349,955,200 
   Total U.S. Treasury Bills               
   (Identified cost $349,958,934)             349,955,200 
TOTAL INVESTMENTS (Identified cost $3,865,377,240)3      100.0%  $5,250,943,367 
LIABILITIES IN EXCESS OF OTHER ASSETS     (0.0)%   (805,995)
NET ASSETS     100.0%  $5,250,137,372 

 

 
1Non-income producing security.
2Security issued with a zero coupon. Income is recognized through accretion of discount.
3The aggregate cost for federal income tax purposes is $3,865,788,481, the aggregate gross unrealized appreciation is $1,490,158,850 and the aggregate gross unrealized depreciation is $105,003,964, resulting in net unrealized appreciation of $1,385,154,886.

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, 2015 

 

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, 2015 11

 

 


BBH CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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, 2015.

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, 2015
Basic Materials  $202,350,049   $   $   $202,350,049 
Communications   829,712,261            829,712,261 
Consumer Cyclical   306,023,040            306,023,040 
Consumer Non-Cyclical   1,131,460,615            1,131,460,615 
Energy   441,152,987            441,152,987 
Financials   1,098,276,488            1,098,276,488 
Industrials   78,107,420            78,107,420 
Technology   690,905,307            690,905,307 
Repurchase Agreements       123,000,000        123,000,000 
U.S. Treasury Bills       349,955,200        349,955,200 
Investments, at value  $4,777,988,167   $472,955,200   $   $5,250,943,367 

 

 
*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, 2015.

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

12

 


BBH CORE SELECT 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2015 

 

ASSETS:     
Investments in securities, at value (Identified cost $3,742,377,240)  $5,127,943,367 
Repurchase agreements (Identified cost $123,000,000)   123,000,000 
Cash   2,431,493 
Receivables for:     
Dividends   3,867,458 
Shares sold   951,666 
Investment advisory and administrative fees waiver reimbursement   286,180 
Interest   478 
Prepaid assets   48,732 
Total Assets   5,258,529,374 
LIABILITIES:     
Payables for:     
Investment advisory and administrative fees   3,498,521 
Shares redeemed   3,292,959 
Shareholder servicing fees   1,093,288 
Professional fees   70,563 
Distributors fees   64,791 
Custody and fund accounting fees   53,000 
Transfer agent fees   28,166 
Board of Trustees’ fees   950 
Accrued expenses and other liabilities   289,764 
Total Liabilities   8,392,002 
NET ASSETS  $5,250,137,372 
Net Assets Consist of:     
Paid-in capital  $3,498,524,253 
Undistributed net investment income   23,272,490 
Accumulated net realized gain on investments in securities   342,774,502 
Net unrealized appreciation/(depreciation) on investments in securities   1,385,566,127 
Net Assets  $5,250,137,372 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($4,969,866,425 ÷ 218,114,894 shares outstanding)    $22.79 
RETAIL CLASS SHARES     
($280,270,947 ÷ 19,125,797 shares outstanding)    $14.65 

 

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 13

 

 


BBH CORE SELECT 
STATEMENT OF OPERATIONS 
For the year ended October 31, 2015 

 

NET INVESTMENT INCOME:     
Income:     
Dividends (net of foreign withholding taxes of $3,353,984)  $87,770,470 
Interest and other income   434,928 
Total Income   88,205,398 
Expenses:     
Investment advisory and administrative fees   46,277,199 
Shareholder servicing fees   14,461,625 
Distributors fees   1,040,557 
Transfer agent fees   390,280 
Custody and fund accounting fees   337,652 
Professional fees   82,293 
Board of Trustees’ fees   63,909 
Miscellaneous expenses   653,383 
Total Expenses   63,306,898 
Investment advisory and administrative fees waiver   (4,490,370)
Expense offset arrangement   (4,914)
Net Expenses   58,811,614 
Net Investment Income   29,393,784 
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   395,381,395 
Net change in unrealized appreciation/(depreciation)     
on investments in securities   (225,720,467)
Net Realized and Unrealized Gain   169,660,928 
Net Increase in Net Assets Resulting from Operations  $199,054,712 

 

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,
   2015  2014
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $29,393,784   $39,586,992 
Net realized gain on investments in securities   395,381,395    98,627,332 
Net change in unrealized appreciation/(depreciation)          
on investments in securities   (225,720,467)   379,135,499 
Net increase in net assets resulting from operations   199,054,712    517,349,823 
Dividends and distributions declared:          
From net investment income:          
Class N   (36,725,174)   (27,057,658)
Retail Class   (2,814,050)   (1,711,179)
From net realized gains:          
Class N   (89,273,564)   (112,946,824)
Retail Class   (9,365,888)   (10,987,737)
Total dividends and distributions declared   (138,178,676)   (152,703,398)
Share transactions:          
Proceeds from sales of shares   2,175,445,135*   1,074,403,293 
Net asset value of shares issued to shareholders for          
reinvestment of dividends and distributions   111,485,040    118,110,394 
Proceeds from short-term redemption fees   11,858    17,440 
Cost of shares redeemed   (3,314,063,614)*   (1,352,916,979)
Net decrease in net assets resulting          
from share transactions   (1,027,121,581)   (160,385,852)
Total increase (decrease) in net assets   (966,245,545)   204,260,573 
NET ASSETS:          
Beginning of year   6,216,382,917    6,012,122,344 
End of year (including undistributed net investment           
income of $23,272,490 and $33,434,756, respectively)  $5,250,137,372   $6,216,382,917 

 

 
*Includes share exchanges. See Note 6 in Notes to Financial Statements.

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 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,
   2015  2014  2013  2012  2011
Net asset value, beginning of year  $22.52   $21.21   $17.46   $15.07   $13.91 
Income from investment operations:                         
Net investment income1    0.12    0.14    0.13    0.10    0.12 
Net realized and unrealized gain   0.64    1.70    3.95    2.54    1.15 
Total income from investment operations   0.76    1.84    4.08    2.64    1.27 
Less dividends and distributions:                         
From net investment income   (0.14)   (0.10)   (0.10)   (0.07)   (0.07)
From net realized gains   (0.35)   (0.43)   (0.23)   (0.18)   (0.04)
Total dividends and distributions   (0.49)   (0.53)   (0.33)   (0.25)   (0.11)
Short-term redemption fees1,2    0.00    0.00    0.00    0.00    0.00 
Net asset value, end of year  $22.79   $22.52   $21.21   $17.46   $15.07 
Total return   3.47%   8.90%   23.78%   17.86%   9.19%
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $4,970   $5,816   $5,645   $3,049   $809 
Ratio of expenses to average net assets                         
before reductions   1.07%   1.07%   1.09%   1.12%   1.14%
Fee waiver   0.07%3   0.07%3   0.09%3   0.12%3   0.13%3
Expense offset arrangement   0.00%4   0.00%4   0.00%4   0.00%4   0.01%
Ratio of expenses to average net assets                         
after reductions   1.00%   1.00%   1.00%   1.00%   1.00%
Ratio of net investment income to average                         
net assets   0.53%   0.66%   0.65%   0.63%   0.85%
Portfolio turnover rate   8%   8%   12%   14%   17%

 

 
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, 2015, 2014, 2013, 2012 and 2011, 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, 2015, 2014, 2013, 2012 and 2011, the waived fees were $3,938,986, $4,238,260, $3,983,262, $1,853,202 and $793,607, 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
   2015  2014  2013  2012  October 31, 2011
Net asset value, beginning of period  $14.66   $13.99   $11.61   $10.11   $10.00 
Income from investment operations:                         
Net investment income1    0.03    0.06    0.06    0.05    0.02 
Net realized and unrealized gain   0.42    1.11    2.60    1.69    0.09 
Total income from investment                         
operations   0.45    1.17    2.66    1.74    0.11 
Less dividends and distributions:                         
From net investment income   (0.11)   (0.07)   (0.05)   (0.06)    
From net realized gains   (0.35)   (0.43)   (0.23)   (0.18)    
Total dividends and distributions   (0.46)   (0.50)   (0.28)   (0.24)    
Short-term redemption fees1,2    0.00    0.00    0.00    0.00    0.00 
Net asset value, end of period  $14.65   $14.66   $13.99   $11.61   $10.11 
Total return   3.14%   8.63%   23.42%   17.64%   1.10%
Ratios/Supplemental data:                         
Net assets, end of period (in millions)  $280   $400   $367   $267   $185 
Ratio of expenses to average net assets                         
before reductions   1.39%   1.40%   1.42%   1.43%   1.59%3
Fee waiver   0.14%4   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   0.00%5   0.01%3
Ratio of expenses to average net assets                         
after reductions   1.25%   1.25%   1.25%   1.25%   1.25%3
Ratio of net investment income to                         
average net assets   0.24%   0.40%   0.44%   0.50%   0.37%3
Portfolio turnover rate   8%   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, 2015, 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 the fiscal years ended October 31, 2015, 2014, 2013, 2012 and period ended October 31, 2011, the waived fees were $551,384, $577,948, $568,410, $633,118 and $133,178, respectively.
5Less than 0.01%.
6Represents Fund portfolio turnover for twelve months ended October 31, 2011.

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 17

 

 


BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS 
October 31, 2015 

 

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. The Fund offers Class N and Retail Class shares. 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 automatically 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, 2015, 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 — Investments 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) 
October 31, 2015 

 

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, 2015 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” transactions and utilization of capital loss carryforwards. These differences may result in temporary

FINANCIAL STATEMENTS   OCTOBER 31, 2015 19

 

 


BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015, 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, 2015, 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 $125,998,738 and $12,179,938 to Class N shares and Retail Class shareholders, respectively, during the year ended October 31, 2015. In addition, the Fund designated a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

The tax character of distributions paid during the fiscal years ended October 31, 2015 and 2014, respectively, were as follows:

Distributions paid from:
   Ordinary
income
  Net
long-term
capital gain
  Total
taxable
distributions
  Tax return
of capital
  Total
distributions
paid
2015:  $57,953,050   $80,225,626   $138,178,676       $138,178,676 
2014:   57,474,808    95,228,590    152,703,398        152,703,398 

 

As of October 31, 2015 and 2014, 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)
2015:  $23,272,490   $343,185,744   $366,458,234       $(411,242)  $1,385,566,127   $1,751,613,119 
2014:   51,831,756    80,208,174    132,039,930        (1,024,321)   1,611,286,594    1,742,302,203 

 

20

 


BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

The Fund did not have a net capital loss carryforward at October 31, 2015.

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, if any; 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, the 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 beginning after December 15, 2014. Early adoption is not permitted for public companies. Management has determined that there is no impact to 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, 2015, the Fund incurred $46,277,199 under the Agreement.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 21

 

 


BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015, the Investment Adviser waived fees in the amount of $3,938,986 and $551,384 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, 2015, the Fund incurred shareholder servicing fees in the amount of $13,503,105 and $958,520 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 along with the investment advisory and waiver agreements above, 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, 2015, Retail Class shares of the Fund incurred $958,737 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, 2015, the Fund incurred $337,652 in custody and fund accounting fees. These fees for the Fund were reduced by $4,914 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, 2015, was $88.

22

 


BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015, the Fund incurred $63,909 in independent Trustee compensation and reimbursements.
5.Investment Transactions. For the year ended October 31, 2015, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $389,438,240 and $1,561,475,087, 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, 2015
  For the year ended
October 31, 2014
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   57,924,227   $1,271,498,929    43,745,874   $954,633,344 
Shares issued in connection                    
with reinvestments of                    
dividends   4,555,895    100,047,448    5,140,430    106,355,485 
Proceeds from short-term                    
redemption fees   N/A     8,714    N/A     14,641 
Shares redeemed   (102,635,558)   (2,286,971,325)   (56,691,028)   (1,235,840,473)
Net decrease   (40,155,436)  $(915,416,234)   (7,804,724)  $(174,837,003)
Retail Class                    
Shares sold   64,100,288   $903,946,206    8,464,231   $119,769,949 
Shares issued in connection                    
with reinvestments of                    
dividends   807,739    11,437,592    870,734    11,754,909 
Proceeds from short-term                    
redemption fees   N/A     3,144    N/A     2,799 
Shares redeemed   (73,108,125)   (1,027,092,289)   (8,266,193)   (117,076,506)
Net increase (decrease)   (8,200,098)  $(111,705,347)   1,068,772   $14,451,151 

 

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2015 and 2014. Specifically:

During the fiscal year 2015, 39,275,044 shares of Class N were exchanged for 61,032,526 shares of Retail Class valued at $859,337,967 and 61,037,155 shares of Retail Class were exchanged for 39,264,327 shares of Class N valued at $850,861,449.

During the fiscal year 2014, 28,132 shares of Retail Class were exchanged for 18,323 shares of Class N valued at $409,264.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 23

 

 


BBH CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 investment 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, 2015 through the date the financial statements were issued. The Board recently approved changes to the shareholder servicing fees and the investment advisory and administration fees agreements. Effective November 1, 2015, the shareholder servicing fees were reduced from 0.25% to 0.20% of Class N and Retail Class shares’ average daily net assets. The investment advisory and administration fees were changed from a flat rate of 0.80% per annum to 0.80% per annum on the first $3,000,000,000 of the Fund’s net assets and 0.75% per annum on the Fund’s net assets over $3,000,000,000. The fees will continue to be calculated daily and paid monthly. There were no other subsequent events that would require recognition or additional disclosure in the financial statements.

24

 


BBH CORE SELECT 
DISCLOSURE OF FUND EXPENSES 
October 31, 2015 (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, 2015 to October 31, 2015).

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, 2015 25

 

 


BBH CORE SELECT 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 2015 (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, 2015
  Ending
Account Value
October 31, 2015
  Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
Class N          
Actual  $1,000  $1,000  $5.04
Hypothetical2   $1,000  $1,020  $5.09

 

   Beginning
Account Value
May 1, 2015
  Ending
Account Value
October 31, 2015
  Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
Retail Class          
Actual  $1,000     $998  $6.30
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 
DISCLOSURE OF ADVISOR SELECTION 
October 31, 2015 (unaudited) 

 

Investment Advisory and Administrative Services Agreement Approval

The Board, a majority of which is comprised of Independent Trustees, held an in-person meeting on September 23, 2015 (the “Meeting”), to consider an amendment to the fee schedule of the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and BBH, as a separately identifiable department (“Investment Adviser”), with respect to the Fund. Specifically, the Investment Adviser proposed to amend the fee schedule to the Agreement in order to institute a graduated investment advisory fee for the Fund. Under the amendment, for assets above the $3 billion asset level, the Fund would be charged an investment advisory fee of 0.75%, or 5 basis points lower than the 0.80% charged on net assets up to $3 billion. The Board had previously reviewed and approved an investment advisory fee of 0.80% of the Fund’s average daily net assets under the Agreement.

In approving the amendment to the Agreement’s fee schedule with respect to the Fund, the Board, including a majority of the Independent Trustees, determined that the terms of the Agreement were fair and reasonable and that it had received sufficient information to make an informed business decision with respect to the Agreement. In reaching this decision, the Board considered all factors it believed relevant, including: (i) the nature, extent and quality of the Investment Adviser’s services; (ii) the investment performance of the Fund; (iii) the Investment Adviser’s cost and profits realized in providing its services, including any “fall-out” benefits; and (iv) the extent to which shareholders realized economies of scale as the Fund grows larger, as well as fee structures of comparable investment companies.

The following is a summary of the Board’s, including the Independent Trustees, considerations in making its determination to approve the amendment to the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the amendments to the Agreement, and individual Trustees may have given different weight to various factors. At the Meeting, the Board reviewed these factors with Fund counsel and met in executive session outside the presence of Fund management.

The Board noted that there were no proposed changes to the scope of services to be provided by the Investment Adviser pursuant to the Agreement. The Board further noted that at the Meeting, and over the course of its regular meetings throughout the year, it received reports on the status of these services, including with respect to: supervision of operations and compliance and regulatory filings; disclosures to Fund shareholders; general oversight of service providers; policies and practices followed by BBH and the Investment Adviser as well as the standards applied in seeking best execution; and policies and practices regarding soft dollars. The Board also took into consideration and remained satisfied with the qualifications and expertise of the Fund’s portfolio management team. The Board noted that it was satisfied with the nature, extent and quality of services historically provided by the Investment Adviser to the Fund and its shareholders.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 27

 

 


BBH CORE SELECT 
DISCLOSURE OF ADVISOR SELECTION (continued) 
October 31, 2015 (unaudited) 

 

The Board received a presentation at the Meeting with respect to investment performance and noted the Fund’s strong absolute performance, historically, over the 3-year, 5-year, and since-inception periods, and satisfactory performance, both in absolute terms and relative to its benchmark, over the more recent 3-month, year-to-date, and 1-year periods. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review.

With respect to the fees payable under the Agreement and the costs of services to be provided by the Adviser, the Board recalled its previous analysis of a report compiled by an independent third party regarding the Fund’s comparison to similar competitor funds in the market with respect to fees and expenses and performance. The Board also considered that the fee waiver arrangement would remain in place for the Fund and considered the actual fee rates, after taking into account the waiver. With respect to profitability and the fall-out benefits to be realized by the Investment Adviser, the Board noted that, at its December 3, 2014 Meeting, it reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior four years. The Board concluded that the investment advisory and administration fee, as amended, appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiations.

The Board considered the extent to which economies of scale would be realized at various asset levels as the Fund grows and whether fee levels reflect a reasonable sharing of such economies of scale for the benefit of Fund investors. The Board noted that the imposition of breakpoints in the amounts and manner proposed by the Adviser would serve to pass economies of scale to shareholders by regulating the profitability of the Adviser with respect to the Fund.

The Board concluded that based on the information provided at this Meeting, and at previous meetings of the Board, the amendments to the Agreement’s fee schedule seemed fair and reasonable in relation to the services performed and it was unanimously approved.

28

 


BBH CORE SELECT 
CONFLICTS OF INTEREST 
October 31, 2015 (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.

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 29

 

 


BBH CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 2015 (unaudited) 

 

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.

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

30

 


BBH CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 2015 (unaudited) 

 

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.

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, 2015 31

 

 


BBH CORE SELECT 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2015 (unaudited) 

 

BBH Core Select (the “Fund”) hereby designates $80,225,626 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 $57,953,050 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended October 31, 2015. In January 2016, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2015. 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, 2015 qualifies for the dividends received deduction available to corporate shareholders.

32

 


TRUSTEES AND OFFICERS OF BBH CORE SELECT 
(unaudited) 

 

Information pertaining to the Trustees and executive officers of the BBH Trust is set forth below. The mailing address for each Trustee is c/o BBH Trust, 140 Broadway, New York, NY 10005.

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.
                     

Andrew S. Frazier

Birth Date:
April 8, 1948 

  Trustee   Since 2010   Consultant to Western World Insurance Group, Inc. (“WWIG”) (January 2010 to January 2012).    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 2012).   6   Trustee, Bridge Builder Trust (8 Funds). Director, Teton Advisors, Inc. (a registered investment adviser). 

FINANCIAL STATEMENTS   OCTOBER 31, 2015 33

 

 


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).    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).       None. 

34

 


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.
 

Paul F. Gallagher 

140 Broadway 

New York, NY 10005 

Birth Date: 

June 28, 1959 

 

  Chief Compliance Officer and Anti-Money Laundering Officer    Since 2015   Senior Vice President of BBH&Co. since September 2015; Executive Director and Counsel, Morgan Stanley Smith Barney LLC (2009-September 2015).
 

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.
 

James D. Kerr 

50 Post Office Square 

Boston, MA 02110 

Birth Date: 

January 5, 1983 

  Assistant Secretary   Since 2015   Associate and Investor Services Assistant Counsel since 2014; joined BBH&Co. in 2013; Assistant District Attorney, Middlesex County, Massachusetts (October 2011 to September 2013); Judicial Law Clerk, Massachusetts Court of Appeals (September 2010 to September 2011).

 
#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). Mr. Wagner 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, 2015 35

 

 


Administrator
Brown Brothers Harriman & Co.
140 Broadway
New York, NY 10005

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

Distributor
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:
By E-mail send your request to:
On the internet:

Call 1-800-575-1265
bbhfunds@bbh.com
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.

 

 


Annual Report

OCTOBER 31, 2015

BBH Global Core Select

 
 

BBH GLOBAL CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2015 

 

BBH Global Core Select Class N (“Global Core Select” or “the Fund”) rose by 3.27%, net of fees, during its fiscal year ending October 31, 2015. During the same twelve month period, the MSCI World Index1 (“MSCI World”) returned 1.77%. From inception through October 31, 2015, Global Core Select has returned 6.20% per year while the MSCI World has returned 9.02%.

Global Core Select seeks to provide shareholders with long-term growth of capital. Fundamental business analysis and a valuation framework 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 for 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 2015 saw increased market volatility with the MSCI World index reaching an all-time high in May before sharply declining in August and September, and subsequently recovering in October to end the year with a modest gain. Market movement was dominated by (i) the dramatic decline in energy and other commodity prices, (ii) a sluggish recovery in Europe and modest economic growth in the U.S., (iii) a strong U.S. dollar and steep declines in certain emerging market currencies, and (iv) a slowdown in China which is compounding ongoing economic challenges in many emerging markets with economic ties to that country. 2015 was also another year of aggressive monetary intervention by most central banks. In our view, seven years of unrelenting monetary stimulus has artificially boosted the values of most financial assets. Accordingly, we are cautious regarding equity valuations and we expect that the normalization of monetary policies could lead to unanticipated market dislocations. In our view, our investment approach, with its focus on minimizing both business risk and price risk by applying demanding qualitative business criteria and insisting on a discount to intrinsic value, is particularly appropriate for the current market environment.

 

1 MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets.

2 We 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, 2015 

 

During fiscal 2015 we added four new companies to the Global Core Select portfolio: Davide Campari-Milano, the family-controlled Italian premium spirits company; Discovery Communications, a global leader in non-fiction video programming; PayPal, a leading provider of secure, reliable online transaction payments; and Aggreko, a leading global provider of temporary power services. 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 positions in seven companies during the fiscal year, including small positions in two businesses that were spun-off from existing portfolio companies. We sold Target and Baxter International after their share prices rose and reached our estimates of intrinsic value. We exited our investment in Pearson after a nearly three-year holding period with a positive return. Pearson’s digital transformation was taking longer than we had anticipated, and we became increasingly concerned about structural changes in the education industry. We trimmed our position in Solera Holdings after management made several expensive acquisitions in an effort to expand the company’s addressable market. Subsequently, management announced it was exploring a possible sale of the company and we sold our remaining position as the shares responded positively. We exited our investment in TGS Nopec Geophysical, which provides seismic data to the energy industry, because TGS’s shares had held up surprisingly well despite the sharp declines in energy prices and related declines in exploration activity. We reinvested the TGS proceeds in other energy investments trading at a greater discount to intrinsic value. We exited our small position in Indivior, which had been spun-off by Reckitt Benckiser, as the shares appreciated significantly from the spin-off level. Lastly, we sold our shares in California Resources Corp, a spin-off from Occidental Petroleum, after the price recovered from a post-spin sell-off.

Our largest positive contributors in fiscal 2015 were Alphabet (formerly known as Google), Davide Campari-Milano, and Microsoft. Google changed its name to Alphabet and announced a new holding company structure intended to improve transparency for both the core search and ancillary businesses. We believe the company remains well positioned to benefit from the continuing secular shift of advertising dollars to online and mobile and the shares have responded favorably to strong sales growth combined with evidence that management is taking a more disciplined approach to operating and capital expenditures. Campari has been performing well relative to what we believe were very low investor expectations when we started purchasing shares in December 2014, and we believe the company is poised to improve its operating performance over time as management begins to leverage significant investments in its brand portfolio and distribution. Microsoft is demonstrating strong progress in its transformation from a product-centric model towards a focus on cloud services and platforms. This shift is becoming increasingly recognized by the market and has driven strong share price performance.

The largest detractors from the Fund’s performance in fiscal 2015 were Qualcomm and our two Canadian energy exploration and production companies, ARC Resources and Vermilion Energy. Qualcomm faced headwinds during the year in both its chip business, where price pressures have escalated and a major customer moved to an in-house solution, and its licensing business, in which regulatory challenges in China and Korea and non-compliance by certain parties have clouded the outlook for this high-margin source of revenue. Despite these setbacks, we do not believe Qualcomm’s vital role in the global wireless ecosystem or its top-caliber engineering and intellectual property position have been diminished. Moreover, we believe the secular growth opportunities in wireless technology remain compelling. The

FINANCIAL STATEMENTS   OCTOBER 31, 2015 3

 


BBH GLOBAL CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

sharp declines and persistent weakness in oil and gas prices have weighed on the operating results of ARC Resources and Vermilion. Fortunately, however, both companies have strong balance sheets, are positioned at the low end of the cost curve, are managed by strong capital allocators, and are well positioned to withstand an extended period of low energy prices.

As of October 31, 2015, Global Core Select held positions in 33 companies, with approximately 45% of the assets in the ten largest holdings. The Fund ended the fiscal year trading at approximately 82% of our underlying intrinsic value estimates on a weighted-average basis, which is where the Fund started the fiscal year. While we are always looking to reduce the Fund’s price-to-intrinsic value ratio by having our intrinsic values increase due to organic growth or by exiting positions near intrinsic value and buying new positions trading at a large discount, this fiscal year we lowered the dollar-denominated intrinsic value estimates for several of our portfolio companies due to significant changes in foreign exchange rates and the sharp declines in energy prices. Since our trims and exits exceeded our additions and new purchases in fiscal 2015, our cash and cash equivalents position increased to approximately 10% 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 substantial shareholder value over many years.

Purchase and sale information provided should not be considered as a recommendation to purchase or sell a particular security and that there is no assurance, as of the date of publication, that the securities purchased remain in a fund's portfolio or that securities sold have not been repurchased.

4

 


BBH GLOBAL CORE SELECT 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

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) to October 31, 2015 as compared to the MSCI World Index.


The annualized gross expense ratios as in the March 2, 2015 prospectus for Class N and Retail Class shares were 1.32% and 3.36%, 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.

 

1 The 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.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 5

 


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 the BBH Trust (the “Fund”) as of October 31, 2015, 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 periods presented. 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, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 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, 2015, 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 periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2015

6

 


BBH GLOBAL CORE SELECT 
PORTFOLIO ALLOCATION 
October 31, 2015 

 

COUNTRY DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Canada  $5,776,188    4.2%
Curaçao   2,469,856    1.8 
France   7,560,240    5.5 
Germany   5,903,075    4.3 
Italy   3,832,811    2.8 
Netherlands   2,272,319    1.7 
Sweden   4,985,529    3.7 
Switzerland   11,375,537    8.4 
United Kingdom   13,969,848    10.3 
United States   64,933,366    47.7 
Repurchase Agreements   6,500,000    4.8 
Cash and Other Assets in Excess of Liabilities   6,519,706    4.8 
NET ASSETS  $136,098,475    100.0%

 

All data as of October 31, 2015. The BBH Global Core Select Fund’s (the “Fund”) country diversification is expressed as a percentage of net assets and may vary over time. The 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.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 7

 


BBH GLOBAL CORE SELECT 
PORTFOLIO ALLOCATION (continued) 
October 31, 2015 

 

SECTOR DIVERSIFICATION

   U.S. $ Value  Percent of
Net Assets
Basic Materials  $12,700,612    9.3%
Communications   18,464,112    13.6 
Consumer Cyclical   8,180,965    6.0 
Consumer Non-Cyclical   42,003,555    30.9 
Energy   12,592,623    9.2 
Financials   10,936,065    8.0 
Technology   18,200,837    13.4 
Repurchase Agreements   6,500,000    4.8 
Cash and Other Assets in Excess of Liabilities   6,519,706    4.8 
NET ASSETS  $136,098,475    100.0%

 

All data as of October 31, 2015. 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.

8

 


BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS 
October 31, 2015 

 

Shares     Value
     COMMON STOCKS (90.4%)     
     CANADA (4.2%)     
     ENERGY     
 81,750   ARC Resources, Ltd.  $1,206,014 
 74,300   Vermilion Energy, Inc.   2,615,765 
         3,821,779 
     FINANCIALS     
 27,350   Intact Financial Corp.   1,954,409 
     Total Canada   5,776,188 
     CURAÇAO (1.8%)     
     ENERGY     
 31,600   Schlumberger, Ltd.   2,469,856 
     Total Curaçao   2,469,856 
     FRANCE (5.5%)     
     COMMUNICATIONS     
 61,370   JCDecaux S.A.   2,508,057 
     CONSUMER NON-CYCLICAL     
 49,900   Sanofi   5,052,183 
     Total France   7,560,240 
     GERMANY (4.3%)     
     BASIC MATERIALS     
 33,300   Brenntag AG   2,020,584 
 91,800   Fuchs Petrolub AG   3,810,242 
 1,500   Fuchs Petrolub AG (Preference Shares)   72,249 
     Total Germany   5,903,075 
     ITALY (2.8%)     
     CONSUMER NON-CYCLICAL     
 446,450   Davide Campari-Milano SpA (Loyalty Shares)   3,832,811 
     Total Italy   3,832,811 
     NETHERLANDS (1.7%)     
     CONSUMER NON-CYCLICAL     
 50,200   Unilever NV   2,272,319 
     Total Netherlands   2,272,319 

 

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 9

 


BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Shares     Value
   COMMON STOCKS (continued)   
   SWEDEN (3.7%)   
   ENERGY   
 262,675   Lundin Petroleum AB1   $3,824,396 
     FINANCIALS     
 85,100   Svenska Handelsbanken AB (Class A)   1,161,133 
     Total Sweden   4,985,529 
     SWITZERLAND (8.4%)     
     CONSUMER NON-CYCLICAL     
 70,325   Nestle SA   5,389,270 
 65,775   Novartis AG   5,986,267 
     Total Switzerland   11,375,537 
     UNITED KINGDOM (10.3%)     
     COMMUNICATIONS     
 66,325   Nielsen Holdings, Plc.   3,151,101 
     CONSUMER NON-CYCLICAL     
 208,600   Aggreko, Plc.   2,943,337 
 187,125   Diageo, Plc.   5,420,565 
 25,100   Reckitt Benckiser Group, Plc.   2,454,845 
         10,818,747 
     Total United Kingdom   13,969,848 
     UNITED STATES (47.7%)     
     BASIC MATERIALS     
 45,600   Celanese Corp. (Series A)   3,239,880 
 32,025   Praxair, Inc.   3,557,657 
         6,797,537 
     COMMUNICATIONS     
 2,155   Alphabet, Inc. (Class A)1    1,589,075 
 9,023   Alphabet, Inc. (Class C)1    6,413,639 
 174,500   Discovery Communications, Inc. (Class C)1    4,802,240 
         12,804,954 
     CONSUMER CYCLICAL     
 63,150   Bed, Bath & Beyond, Inc.1    3,765,634 
 86,900   Sally Beauty Holdings, Inc.1    2,043,019 
 41,445   Wal-Mart Stores, Inc.   2,372,312 
         8,180,965 

 

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

10

 


BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Shares     Value
     COMMON STOCKS (continued)     
     UNITED STATES (continued)     
     CONSUMER NON-CYCLICAL     
 63,800   Baxalta, Inc.  $2,198,548 
 47,800   PayPal Holdings, Inc.1    1,721,278 
 110,024   Zoetis, Inc.   4,732,132 
         8,651,958 
     ENERGY     
 33,225   Occidental Petroleum Corp.   2,476,592 
     FINANCIALS     
 144,450   Wells Fargo & Co.   7,820,523 
     TECHNOLOGY     
 114,775   Microsoft Corp.   6,041,756 
 180,225   Oracle Corp.   6,999,939 
 86,825   QUALCOMM, Inc.   5,159,142 
         18,200,837 
     Total United States   64,933,366 
     Total Common Stocks (Identified cost $111,661,246)   123,078,769 

 

Principal
Amount
      Maturity
Date
   Interest
Rate
  
   REPURCHASE AGREEMENTS (4.8%)             
$ 6,500,000  National Australia Bank (Agreement dated             
   10/30/2015 collateralized by U.S. Treasury             
   Note 1.375%, due 06/30/18, original par             
   $6,545,000, valued at $6,630,000)   11/02/15  0.070%   6,500,000
   Total Repurchase Agreements             
   (Identified cost $6,500,000)         6,500,000
TOTAL INVESTMENTS (Identified cost $118,161,246)2     95.2%  $129,578,769
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES  4.8%  6,519,706
NET ASSETS    100.0%  $136,098,475

 

 
1Non-income producing security.
2The aggregate cost for federal income tax purposes is $119,062,478, the aggregate gross unrealized appreciation is $20,236,301 and the aggregate gross unrealized depreciation is $9,720,010, resulting in net unrealized appreciation of $10,516,291.

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.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 11

 


BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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.

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.

12

 


BBH GLOBAL CORE SELECT 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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, 2015.

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, 2015
Basic Materials  $6,797,537   $5,903,075   $   $12,700,612 
Communications   15,956,055    2,508,057        18,464,112 
Consumer Cyclical   8,180,965            8,180,965 
Consumer Non-Cyclical   8,651,958    33,351,597        42,003,555 
Energy   8,768,227    3,824,396        12,592,623 
Financials   9,774,932    1,161,133        10,936,065 
Technology   18,200,837            18,200,837 
Repurchase Agreements       6,500,000        6,500,000 
Investments, at value  $76,330,511   $53,248,258   $   $129,578,769 

 

*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, 2015.

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 13

 


BBH GLOBAL CORE SELECT 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2015 

 

      
ASSETS:     
Investments in securities, at value (Identified cost $111,661,246)  $123,078,769 
Repurchase agreements (Identified cost $6,500,000)   6,500,000 
Cash   6,554,642 
Foreign currency at value (Identified cost $434,894)   435,932 
Receivables for:     
Dividends   232,103 
Shares sold   50,000 
Investment advisory and administrative fees waiver reimbursement   2,768 
Interest   25 
Prepaid assets   1,173 
Total Assets   136,855,412 
LIABILITIES:     
Payables for:     
Investments purchased   428,723 
Shares redeemed   114,102 
Investment advisory and administrative fees   107,536 
Professional fees   55,263 
Shareholder servicing fees   16,979 
Custody and fund accounting fees   5,906 
Transfer agent fees   2,498 
Distributors fees   1,995 
Board of Trustees’ fees   950 
Accrued expenses and other liabilities   22,985 
Total Liabilities   756,937 
NET ASSETS  $136,098,475 
Net Assets Consist of:     
Paid-in capital  $124,328,764 
Undistributed net investment income   572,705 
Accumulated net realized gain on investments in securities and foreign     
exchange transactions   (203,983)
Net unrealized appreciation/(depreciation) on investments in securities     
and foreign currency translations   11,400,989 
Net Assets  $136,098,475 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($132,406,566 ÷ 11,645,192 shares outstanding)     $11.37 
RETAIL CLASS SHARES     
($3,691,909 ÷ 326,341 shares outstanding)     $11.31 

 

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

14

 


BBH GLOBAL CORE SELECT 
STATEMENT OF OPERATIONS 
For the year ended October 31, 2015 

 

NET INVESTMENT INCOME:     
Income:     
Dividends (net of foreign withholding taxes of $236,223)  $2,501,755 
Interest and other income   7,755 
Total Income   2,509,510 
Expenses:     
Investment advisory and administrative fees   1,322,786 
Shareholder servicing fees   208,861 
Professional fees   66,519 
Board of Trustees’ fees   59,472 
Custody and fund accounting fees   33,696 
Transfer agent fees   27,342 
Distributors fees   26,227 
Miscellaneous expenses   125,143 
Total Expenses   1,870,046 
Investment advisory and administrative fees waiver   (115,698)
Expense offset arrangement   (6,983)
Net Expenses   1,747,365 
Net Investment Income   762,145 
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   168,879 
Net realized loss on foreign exchange transactions   (67,483)
Net realized gain on investments in securities and foreign exchange     
transactions and translations   101,396 
Net change in unrealized appreciation/(depreciation) on investments in     
securities   2,423,101 
Net change in unrealized appreciation/(depreciation) on foreign     
currency translations   (204)
Net change in unrealized appreciation/(depreciation) on investments     
in securities and foreign currency translations   2,422,897 
Net Realized and Unrealized Gain   2,524,293 
Net Increase in Net Assets Resulting from Operations  $3,286,438 

 

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 15

 


BBH GLOBAL CORE SELECT 
STATEMENTS OF CHANGES IN NET ASSETS 
October 31, 2015 

 

   For the years ended October 31,
   2015  2014
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $762,145   $1,380,798 
Net realized gain on investments in securities and          
foreign exchange transactions and translations   101,396    1,381,711 
Net change in unrealized appreciation/(depreciation)          
on investments in securities and foreign currency          
translations   2,422,897    2,913,514 
Net increase in net assets resulting from          
operations   3,286,438    5,676,023 
Dividends and distributions declared:          
From net investment income:          
Class N   (1,402,150)   (202,109)
Retail Class   (27,140)   (1,387)
From net realized gains:          
Class N   (1,446,840)   (272,366)
Retail Class   (28,597)   (5,097)
Total dividends and distributions declared   (2,904,727)   (480,959)
Share transactions:          
Proceeds from sales of shares   37,114,739    90,631,256 
Net asset value of shares issued to shareholders for          
reinvestment of dividends and distributions   2,765,427    465,412 
Proceeds from short-term redemption fees       22,617 
Cost of shares redeemed   (33,059,963)   (57,344,474)
Net increase in net assets resulting from          
share transactions   6,820,203    33,774,811 
Total increase in net assets   7,201,914    38,969,875 
NET ASSETS:          
Beginning of year   128,896,561    89,926,686 
End of year (including undistributed net investment          
income of $572,705 and $1,308,016, respectively)  $136,098,475   $128,896,561 

 

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

16

 


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

 

   For the years ended
October 31,
  For the period
from March 28,
2013
(commencement
of operations)
to October 31,
   2015  2014  2013
Net asset value, beginning of period  $11.27   $10.99   $10.00 
Income from investment operations:               
Net investment income1    0.06    0.12    0.03 
Net realized and unrealized gain   0.30    0.21    0.96 
Total income from investment operations   0.36    0.33    0.99 
Less dividends and distributions:               
From net investment income   (0.13)   (0.02)    
From net realized gains   (0.13)   (0.03)    
Total dividends and distributions   (0.26)   (0.05)    
Short-term redemption fees1        0.002    
Net asset value, end of period  $11.37   $11.27   $10.99 
Total return   3.27%   3.01%   9.90%3
Ratios/Supplemental data:               
Net assets, end of period (in millions)  $132   $127   $88 
Ratio of expenses to average net assets               
before reductions   1.31%   1.32%   1.87%4
Fee waiver   0.05%5   0.07%5   0.61%4,5
Expense offset arrangement   0.01%   0.00%6   0.01%4
Ratio of expenses to average net assets after               
reductions   1.25%   1.25%   1.25%4
Ratio of net investment income to average               
net assets   0.55%   1.01%   0.50%4
Portfolio turnover rate   31%   40%   6%7

 

 
1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Not annualized.
4Annualized.
5The ratio of expenses to average net assets for the fiscal years ended October 31, 2015 and 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 the fiscal years ended October 31, 2015 and 2014 and the period ended October 31, 2013, the waived fees were $74,640, $90,671 and $152,928 respectively.
6Less than 0.01%.
7Represents 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, 2015 17

 


BBH GLOBAL 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 April 2,
2013
(commencement
of operations)
to October 31,
   2015  2014  2013
Net asset value, beginning of period  $11.24   $10.98   $10.00 
Income from investment operations:               
Net investment income1    0.03    0.07    0.002
Net realized and unrealized gain   0.29    0.22    0.98 
Total income from investment operations   0.32    0.29    0.98 
Less dividends and distributions:               
From net investment income   (0.12)   (0.01)    
From net realized gains   (0.13)   (0.03)    
Total dividends and distributions   (0.25)   (0.04)    
Short-term redemption fees1        0.01    0.002
Net asset value, end of period  $11.31   $11.24   $10.98 
Total return   2.98%   2.70%   9.80%3
Ratios/Supplemental data:               
Net assets, end of period (in millions)  $4   $2   $2 
Ratio of expenses to average net assets before               
reductions   2.93%   3.36%   4.88%4
Fee waiver   1.43%5   1.86%5   3.37%4,5
Expense offset arrangement   0.00%6   0.00%6   0.01%4
Ratio of expenses to average net assets after               
reductions   1.50%   1.50%   1.50%4
Ratio of net investment income to average               
net assets   0.29%   0.61%   0.02%4
Portfolio turnover rate   31%   40%   6%7

 

 
1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Not annualized.
4Annualized.
5The ratio of expenses to average net assets for the fiscal years ended October 31, 2015 and 2014 and the period ended October 31, 2013 reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.50%. The agreement is effective for the period beginning on March 28, 2013 through April 1, 2014 and has been renewed by all parties to the agreement through March 1, 2016. For the fiscal years ended October 31, 2015 and 2014 and the period ended October 31, 2013, the waived fees were $41,058, $41,099 and $17,913, respectively.
6Less than 0.01%
7Represents Fund portfolio turnover for the period ended October 31, 2013.

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

18

 


BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS 
October 31, 2015 

 

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 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 automatically convert to any other class of shares of the Fund. As of October 31, 2015 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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 19

 


BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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.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, 2015 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.

20

 


BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. Upon the purchase or sale of a security denominated in foreign currency, the Fund may enter into forward foreign currency exchange contracts for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transaction. Reported net realized gains and losses arise from the sales of portfolio securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. The effect of changes in foreign exchange rates on foreign denominated securities is reflected in the net realized and unrealized gain or loss on investments in securities. Net unrealized appreciation or depreciation on foreign currency translations arise from changes in the value of the assets and liabilities, excluding investments in securities, at period end, resulting from changes in the exchange rate.

F.Federal Income Taxes. The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries, as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

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.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 21

 


BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015, 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, 2015, 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 $2,848,990 and $55,737 to Class N and Retail Class shareholders, respectively, during the year ended October 31, 2015. In addition, the Fund designated a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

The tax character of distributions paid during the fiscal year ended October 31, 2015, was as follows:

Distributions paid from:
   Ordinary
income
   Net
long-term
capital gain
   Total
taxable
distributions
    Tax return
of capital
   Total
distributions
paid
 
2015:  $1,846,286   $1,058,441   $2,904,727       $2,904,727 
2014:   450,565    30,394    480,959        480,959 

 

As of October 31, 2015 and 2014, 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)
 
2015: $ 572,705  $697,249   $1,269,954       $(901,232)  $11,400,989   $11,769,711 
2014:   1,724,328   1,058,006    2,782,334        (99,766)   8,978,092    11,660,660 

 

The Fund did not have a net capital loss carryforward at October 31, 2015.

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.

22

 


BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, if any; 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, the 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 beginning after December 15, 2014. Early adoption is not permitted for public companies. Management has determined that there is no impact to 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, 2015, the Fund incurred $1,322,786 under the Agreement.
B.Investment Advisory and Administrative Fee Waivers. Effective March 28, 2013 (commencement of operations), 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 1.25%. 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, 2015, the Investment Adviser waived fees in the amount of $74,640 and $41,058 for Class N and Retail Class, respectively.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 23

 


BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015, the Fund incurred shareholder servicing fees in the amount of $204,549 and $4,312 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 along with the investment advisory and waiver agreements above, 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, 2015, Retail Class shares of the Fund incurred $7,176 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, 2015, the Fund incurred $33,696 in custody and fund accounting fees. These fees for the Fund were reduced by $6,983 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, 2015, was $1.
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, 2015, the Fund incurred $59,472 in independent Trustee compensation and reimbursements.
5.Investment Transactions. For the year ended October 31, 2015, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $38,285,270 and $39,248,264 respectively.

24

 


BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015
  For the period ended
October 31, 2014*
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   3,101,881   $35,317,796    7,899,060   $88,700,654 
Shares issued in connection with                    
reinvestments of dividends   251,363    2,717,235    41,919    460,270 
Proceeds from short-term redemption fees   N/A     N/A     N/A     21,404 
Shares redeemed   (2,950,519)   (32,701,259)   (4,721,624)   (55,847,069)
Net increase   402,725   $5,333,772    3,219,355   $33,335,259 
Retail Class                    
Shares sold   157,233   $1,796,943    169,368   $1,930,602 
Shares issued in connection with                    
reinvestments of dividends   4,470    48,192    469    5,142 
Proceeds from short-term redemption fees   N/A     N/A     N/A     1,213 
Shares redeemed   (31,915)   (358,704)   (130,235)   (1,497,405)
Net increase   129,788   $1,486,431    39,602   $439,552 

 

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). 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 investment risk), capital controls imposed by foreign

FINANCIAL STATEMENTS   OCTOBER 31, 2015 25

 


BBH GLOBAL CORE SELECT 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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.
8.Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 2015 through the date the financial statements were issued. The Board recently approved changes to the shareholder servicing fees and the investment advisory and administration fees agreements. Effective November 1, 2015, the shareholder servicing fees were increased from 0.15% to 0.20% of Class N and Retail Class shares’ average daily net assets. The investment advisory and administration fees were changed from a flat rate of 0.95% per annum to 0.95% per annum on the first $3,000,000,000 of the Fund’s net assets and 0.90% per annum on the Fund’s net assets over $3,000,000,000. The fees will continue to be calculated daily and paid monthly. There were no other subsequent events that would require recognition or additional disclosure in the financial statements.

26

 


BBH GLOBAL CORE SELECT 
DISCLOSURE OF FUND EXPENSES 
October 31, 2015 (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, 2015 to October 31, 2015).

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, 2015 27

 


BBH GLOBAL CORE SELECT 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 2015 (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, 2015
  Ending
Account Value
October 31, 2015
  Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
Class N         
Actual  $1,000  $980  $6.24
Hypothetical2   $1,000  $1,019  $6.36

 

   Beginning
Account Value
May 1, 2015
  Ending
Account Value
October 31, 2015
  Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
Retail Class         
Actual  $1,000  $978  $7.38
Hypothetical2   $1,000  $1,018  $7.53

 

 
1Expenses are equal to the Fund’s annualized expense ratio of 1.25% and 1.48% 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.

28

 


BBH GLOBAL CORE SELECT 
DISCLOSURE OF ADVISOR SELECTION 
October 31, 2015 (unaudited) 

 

Investment Advisory and Administrative Services Agreement Approval

The Board, a majority of which is comprised of Independent Trustees, held an in-person meeting on September 23, 2015 (the “Meeting”), to consider an amendment to the fee schedule of the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and BBH, as a separately identifiable department (“the Investment Adviser”), with respect to the Fund. Specifically, the Investment Adviser proposed to amend the fee schedule to the Agreement in order to institute a graduated investment advisory fee for the Fund. Under the amendment, for assets above the $3 billion asset level, the Fund would be charged an investment advisory fee of 0.90%, or 5 basis points lower than the 0.95% charged on net assets up to $3 billion. The Board had previously reviewed and approved an investment advisory fee of 0.95% of the Fund’s average daily net assets under the Agreement.

In approving the amendment to the Agreement’s fee schedule with respect to the Fund, the Board, including a majority of the Independent Trustees, determined that the terms of the Agreement were fair and reasonable and that it had received sufficient information to make an informed business decision with respect to the Agreement. In reaching this decision, the Board considered all factors it believed relevant, including: (i) the nature, extent and quality of the Investment Adviser’s services; (ii) the investment performance of the Fund; (iii) the Investment Adviser’s cost and profits realized in providing its services, including any “fall-out” benefits; and (iv) the extent to which shareholders realized economies of scale as the Fund grows larger, as well as fee structures of comparable investment companies.

The following is a summary of the Board’s, including the Independent Trustees, considerations in making its determination to approve the amendments to the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the amendments to the Agreement, and individual Trustees may have given different weight to various factors. At the Meeting, the Board reviewed these factors with Fund counsel and met in executive session outside the presence of Fund management.

The Board noted that there were no proposed changes to the scope of services to be provided by the Investment Adviser pursuant to the Agreement. The Board further noted that at the Meeting, and over the course of its regular meetings throughout the year, it received reports on the status of these services, including with respect to: supervision of operations and compliance and regulatory filings; disclosures to Fund shareholders; general oversight of service providers; policies and practices followed by BBH and the Investment Adviser as well as the standards applied in seeking best execution; and policies and practices regarding soft dollars. The Board also took into consideration and remained satisfied with the qualifications and expertise of the Fund’s portfolio management team. The Board noted that it was satisfied with the nature, extent and quality of services historically provided by the Investment Adviser to the Fund and its shareholders.

FINANCIAL STATEMENTS   OCTOBER 31, 2015 29

 


BBH GLOBAL CORE SELECT 
DISCLOSURE OF ADVISOR SELECTION (continued) 
October 31, 2015 (unaudited) 

 

The Board received a presentation at the Meeting with respect to investment performance and noted that the Fund’s performance was satisfactory, given its short operating history, with strong absolute performance since inception and positive performance trending over the more recent 3-month and year-to-date periods. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review.

With respect to the fees payable under the Agreement and the costs of services to be provided by the Adviser, the Board recalled its previous analysis of a report compiled by an independent third party regarding the Fund’s comparison to similar competitor funds in the market with respect to fees and expenses and performance. The Board also considered that the fee waiver arrangement would remain in place for the Fund and considered the actual fee rates, after taking into account the waiver. With respect to profitability and the fall-out benefits to be realized by the Investment Adviser, the Board noted that, at its December 3, 2014 Meeting, it reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior four years. The Board concluded that the investment advisory and administration fee, as amended, appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiations.

The Board considered the extent to which economies of scale would be realized at various asset levels as the Fund grows and whether fee levels reflect a reasonable sharing of such economies of scale for the benefit of Fund investors. The Board noted that the imposition of breakpoints in the amounts and manner proposed by the Adviser would not affect the fee rate paid to the Investment Adviser at the Fund’s then-current asset levels, but would serve to pass economies of scale to shareholders by regulating the profitability of the Adviser with respect to the Fund as assets grew over time.

The Board concluded that based on the information provided at this Meeting, and at previous meetings of the Board, the amendments to the Agreement’s fee schedule seemed fair and reasonable in relation to the services performed and it was unanimously approved.

30

 


BBH GLOBAL CORE SELECT 
CONFLICTS OF INTEREST 
October 31, 2015 (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.

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

FINANCIAL STATEMENTS   OCTOBER 31, 2015 31

 


BBH GLOBAL CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 2015 (unaudited) 

 

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.

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

32

 


BBH GLOBAL CORE SELECT 
CONFLICTS OF INTEREST (continued) 
October 31, 2015 (unaudited) 

 

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.

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, 2015 33

 


BBH GLOBAL CORE SELECT 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2015 (unaudited) 

 

BBH Global Core Select (the “Fund”) hereby designates $1,058,441 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 $1,846,286 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended October 31, 2015. In January 2016, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2015. 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, 2015 qualifies for the dividends received deduction available to corporate shareholders.

34

 


TRUSTEES AND OFFICERS OF BBH GLOBAL CORE SELECT 
(unaudited) 

 

Information pertaining to the Trustees of the executive officers of the BBH Trust is set forth below. The mailing address for each Trustee is c/o BBH Trust, 140 Broadway, New York, NY 10005.

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.
         

Andrew S. Frazier

Birth Date:
April 8, 1948

  Trustee   Since 2010   Consultant to Western World Insurance Group, Inc. (“WWIG”) (January 2010 to January 2012).   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 2012).   6   Trustee, Bridge Builder Trust (8 Funds) Director, Teton Advisors, Inc. (a registered investment adviser).

 

FINANCIAL STATEMENTS   OCTOBER 31, 2015 35

 

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.

 

36

 

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.
       

Paul F. Gallagher
140 Broadway
New York, NY 10005

Birth Date:
June 28, 1959

  Chief Compliance Officer and Anti-Money Laundering Officer   Since 2015   Senior Vice President of BBH&Co. since September 2015; Executive Director and Counsel, Morgan Stanley Smith Barney LLC (2009-September 2015).
       

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.
       

James D. Kerr
50 Post Office Square
Boston, MA 02110

Birth Date:
January 5, 1983

  Assistant Secretary   Since 2015   Associate and Investor Services Assistant Counsel since 2014; joined BBH&Co. in 2013; Assistant District Attorney, Middlesex County, Massachusetts (October 2011 to September 2013); Judicial Law Clerk, Massachusetts Court of Appeals (September 2010 to September 2011).

 

 
#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). Mr. Wagner 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, 2015 37

 

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, 2015

BBH International Equity Fund

 

 

BBH INTERNATIONAL EQUITY FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2015 

 

For the 12-month period ended October, 31 2015, the BBH International Equity Fund (the “Fund” or “BBH International”) Class N Shares returned -1.65% net of fees. The Fund’s benchmark, the MSCI Europe, Australasia Far East Index1 (the “EAFE”), returned -0.07% over the same period. For the five years ending October 31, 2015, BBH International has returned 4.32% per year while the MSCI EAFE has increased 4.81%.

Since 2004, the Fund has been employing a manager of managers approach whereby portions of the Fund are allocated to two different investment sub-advisers who employ distinct investment styles. 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 investment objective of the Fund is to provide investors with long-term maximization of total return, primarily through capital appreciation.

Mondrian Investment Partners is a value-oriented manager. Its strategy attempts to preserve capital during protracted global market declines. Dividend yield and future real growth play a central role in the investment team’s decision making process, and, over time, the dividend component is expected to be a meaningful portion of total return. Mondrian seeks to provide a rate of return meaningfully greater than inflation. Portfolio strategy is based on in-depth, fundamental, independent analysis at the company, currency and country levels. Company valuations include detailed modeling of companies’ balance sheets, cash flow statements and income statements, from which future dividend streams are estimated and discounted back to the present to gauge what is believed to be the intrinsic, or true, value of the company. Currency valuations are based on long-term analysis. Country valuations take account of in-house analysis of the economic, demographic and sociopolitical environments and ultimately also take the form of dividend discount models. Mondrian uses the same dividend discount valuation model and real discount rate across all markets, industries and stocks. This allows for a consistent basis of comparison within its decision-making framework.

Walter Scott invests in companies that meet its principal criteria — stocks that it believes are capable of wealth generation of 20% compounded — in order to achieve portfolio real returns of 7-10% for investors. Walter Scott defines wealth generation as the cash that is generated from the operating assets

 
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, 2015 

 

of a company. The investment team believes that companies that generate consistently high levels of cash from their activities reflect highly successful and sustainable businesses. The key criteria used to evaluate a company are: growth, financial health with an emphasis on internal cash generation and minimal debt, market leadership, barriers to entry in the market, sustainability of the business franchise and the competence and integrity of the company’s management team. Investment returns derive from compounding, and so Walter Scott takes a long-term (3 — 5 year) approach to investing.

The Fund underperformed its benchmark primarily due to security selection in the Utility sector as well as an overweight to the Energy sector, the weakest performing sector for the year. Specifically, shares in RWE AG and CNOOC acted as a drag on the Fund’s performance. Security selection in the Industrial sector in businesses like Aggreko, Komatsu and SEMBCorp Industries also detracted from the Fund’s performance. Individual stocks that performed well over the 12-month period included: Tokio Marine Holdings and Deutsche Telekom AK.

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.

FINANCIAL STATEMENTS OCTOBER 31, 20153 
 

BBH INTERNATIONAL EQUITY FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued) 
October 31, 2015 

 

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, 2015 as compared to the MSCI EAFE.


The annualized gross expense ratios as in the March 2, 2015 prospectus for Class N and Class I shares were 1.12% 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.
4  
 

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 the BBH Trust (the “Fund”) as of October 31, 2015, 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, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 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, 2015, 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, 2015

FINANCIAL STATEMENTS OCTOBER 31, 20155 
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO ALLOCATION 
October 31, 2015 

 

COUNTRY DIVERSIFICATION

       
   U.S. $ Value  Percent of
Net Assets
Australia  $18,206,714    2.5%
Bermuda   11,569,618    1.6 
Denmark   9,746,038    1.3 
Finland   8,211,200    1.1 
France   63,347,474    8.6 
Germany   52,376,105    7.2 
Hong Kong   52,643,335    7.2 
Israel   1,982,865    0.3 
Italy   8,626,886    1.2 
Japan   153,468,522    20.9 
Jersey   7,438,410    1.0 
Netherlands   9,123,393    1.2 
Norway   1,333,109    0.2 
Singapore   25,005,747    3.4 
Spain   31,998,276    4.4 
Sweden   21,489,106    2.9 
Switzerland   102,490,126    14.0 
Taiwan   12,353,120    1.7 
United Kingdom   131,813,569    18.0 
Cash and Other Assets in Excess of Liabilities   9,451,943    1.3 
NET ASSETS  $732,675,556    100.0%

 

All data as of October 31, 2015. 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.

6  
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO ALLOCATION (continued) 
October 31, 2015 

 

SECTOR DIVERSIFICATION

       
   U.S. $ Value  Percent of
Net Assets
Basic Materials  $41,425,143    5.6%
Communications   67,378,569    9.2 
Consumer Cyclical   84,976,588    11.6 
Consumer Non-Cyclical   215,904,174    29.5 
Diversified   11,569,618    1.6 
Energy   54,022,702    7.4 
Financials   84,101,258    11.5 
Industrials   79,335,538    10.8 
Technology   41,882,627    5.7 
Utilities   42,627,396    5.8 
Cash and Other Assets in Excess of Liabilities   9,451,943    1.3 
NET ASSETS  $732,675,556    100.0%

 

All data as of October 31, 2015. 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, 20157 
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS 
October 31, 2015 

 

       
Shares     Value
     COMMON STOCKS (98.7%)     
     AUSTRALIA (2.5%)     
     CONSUMER NON-CYCLICAL     
 75,900   Cochlear, Ltd.  $4,823,532 
 135,500   CSL, Ltd.   9,013,711 
         13,837,243 
 
     FINANCIALS     
 469,076   QBE Insurance Group, Ltd.   4,369,471 
     Total Australia   18,206,714 
 
     BERMUDA (1.6%)     
     DIVERSIFIED     
 213,300   Jardine Matheson Holdings, Ltd.   11,569,618 
     Total Bermuda   11,569,618 
 
     DENMARK (1.3%)     
     CONSUMER NON-CYCLICAL     
 88,928   ISS AS   3,137,719 
 124,200   Novo Nordisk AS (Class B)   6,608,319 
     Total Denmark   9,746,038 
 
     FINLAND (1.1%)     
     INDUSTRIALS     
 191,900   Kone OYJ (Class B)   8,211,200 
     Total Finland   8,211,200 
 
     FRANCE (8.6%)     
     BASIC MATERIALS     
 63,400   Air Liquide SA   8,236,311 
 
     CONSUMER CYCLICAL     
 44,800   LVMH Moet Hennessy Louis Vuitton SA   8,370,212 
 
     CONSUMER NON-CYCLICAL     
 111,000   Danone SA   7,760,494 
 57,200   Essilor International SA   7,537,915 
 40,600   L’Oreal SA   7,428,366 
 112,433   Sanofi   11,383,410 
         34,110,185 

 

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

8  
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

       
Shares     Value
   COMMON STOCKS (continued)   
   FRANCE (continued)   
   FINANCIALS   
 83,446   Societe Generale SA  $3,890,787 
 
     INDUSTRIALS     
 174,527   Cie de St-Gobain   7,344,449 
 125,294   Vallourec SA   1,395,530 
         8,739,979 
     Total France   63,347,474 
 
     GERMANY (7.2%)     
     COMMUNICATIONS     
 482,562   Deutsche Telekom AG   9,061,151 
 
     CONSUMER CYCLICAL     
 85,400   Adidas AG   7,687,723 
 71,263   Daimler AG (Class Registered)   6,210,053 
         13,897,776 
 
     FINANCIALS     
 35,264   Allianz SE   6,200,834 
 
     TECHNOLOGY     
 213,139   SAP SE   16,921,465 
 
     UTILITIES     
 450,421   RWE AG   6,294,879 
     Total Germany   52,376,105 
 
     HONG KONG (7.2%)     
     COMMUNICATIONS     
 1,145,500   China Mobile, Ltd.   13,620,032 
 
     ENERGY     
 7,352,000   CNOOC, Ltd.   8,342,940 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 20159 
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

       
Shares     Value
     COMMON STOCKS (continued)     
     HONG KONG (continued)     
     FINANCIALS     
 1,579,600   AIA Group, Ltd.  $9,213,894 
 3,025,000   Hang Lung Properties, Ltd.   7,397,256 
         16,611,150 
 
     UTILITIES     
 622,000   CLP Holdings, Ltd.   5,429,689 
 4,257,738   Hong Kong & China Gas Co., Ltd.   8,639,524 
         14,069,213 
     Total Hong Kong   52,643,335 
 
     ISRAEL (0.3%)     
     CONSUMER NON-CYCLICAL     
 33,500   Teva Pharmaceutical Industries, Ltd. ADR   1,982,865 
     Total Israel   1,982,865 
 
     ITALY (1.2%)     
     ENERGY     
 526,548   ENI SpA   8,626,886 
     Total Italy   8,626,886 
 
     JAPAN (20.9%)     
     BASIC MATERIALS     
 143,000   Shin-Etsu Chemical Co., Ltd.   8,465,540 
 
     COMMUNICATIONS     
 156,100   NTT DOCOMO, Inc.   3,063,731 
 424,500   Rakuten, Inc.   5,873,894 
         8,937,625 
 
     CONSUMER CYCLICAL     
 190,800   Denso Corp.   8,832,284 
 584,200   Honda Motor Co., Ltd.   19,392,937 
         28,225,221 

 

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

10  
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

       
Shares     Value
     COMMON STOCKS (continued)     
     JAPAN (continued)     
     CONSUMER NON-CYCLICAL     
 84,800   Kao Corp.  $4,330,741 
 606,200   Kirin Holdings Co., Ltd.   8,553,277 
 222,200   Takeda Pharmaceutical Co., Ltd.   10,799,991 
         23,684,009 
 
     ENERGY     
 727,700   Inpex Corp.   6,935,671 
 
     FINANCIALS     
 75,600   Daito Trust Construction Co., Ltd.   8,176,822 
 382,900   Tokio Marine Holdings, Inc.   14,666,094 
         22,842,916 
 
     INDUSTRIALS     
 132,100   Daikin Industries, Ltd.   8,456,437 
 51,500   FANUC Corp.   9,061,735 
 91,300   Hoya Corp.   3,752,023 
 20,225   Keyence Corp.   10,495,891 
 385,500   Komatsu, Ltd.   6,363,432 
 3,300   Makita Corp.   179,946 
 13,500   SMC Corp.   3,460,034 
         41,769,498 
 
     TECHNOLOGY     
 305,600   Canon, Inc.   9,127,208 
 58,300   Tokyo Electron, Ltd.   3,480,834 
         12,608,042 
     Total Japan   153,468,522 
 
     JERSEY (1.0%)     
     CONSUMER NON-CYCLICAL     
 435,178   Experian, Plc.   7,438,410 
     Total Jersey   7,438,410 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201511 
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

       
Shares     Value
   COMMON STOCKS (continued)   
   NETHERLANDS (1.2%)   
   CONSUMER NON-CYCLICAL   
 447,249   Koninklijke Ahold NV  $9,123,393 
     Total Netherlands   9,123,393 
 
     NORWAY (0.2%)     
     COMMUNICATIONS     
 21,372   Telenor ASA   403,977 
 
     CONSUMER NON-CYCLICAL     
 108,877   Orkla ASA   929,132 
     Total Norway   1,333,109 
 
     SINGAPORE (3.4%)     
     COMMUNICATIONS     
 2,362,000   Singapore Telecommunications, Ltd.   6,688,654 
 
     FINANCIALS     
 573,803   DBS Group Holdings, Ltd.   7,068,344 
 532,224   United Overseas Bank, Ltd.   7,718,016 
         14,786,360 
 
     INDUSTRIALS     
 1,389,000   SembCorp Industries, Ltd.   3,530,733 
     Total Singapore   25,005,747 
 
     SPAIN (4.4%)     
     COMMUNICATIONS     
 678,834   Telefonica SA   9,006,556 
 
     CONSUMER CYCLICAL     
 244,400   Industria de Diseno Textil SA   9,193,216 
 
     FINANCIALS     
 4,515   Banco Santander SA   25,390 
 465,148   Banco Santander SA   2,615,796 
         2,641,186 

 

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

12  
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

       
Shares     Value
   COMMON STOCKS (continued)   
   SPAIN (continued)   
   UTILITIES   
 1,556,332   Iberdrola SA  $11,157,318 
     Total Spain   31,998,276 
 
     SWEDEN (2.9%)     
     COMMUNICATIONS     
 440,818   Telefonaktiebolaget LM Ericsson (Class B)   4,312,521 
 1,758,285   TeliaSonera AB   9,031,621 
         13,344,142 
 
     CONSUMER CYCLICAL     
 208,700   Hennes & Mauritz AB (Class B)   8,144,964 
     Total Sweden   21,489,106 
 
     SWITZERLAND (14.0%)     
     BASIC MATERIALS     
 4,500   Givaudan SA1    8,073,697 
 49,373   Syngenta AG   16,649,595 
         24,723,292 
 
     CONSUMER CYCLICAL     
 15,300   Swatch Group AG   5,995,833 
 
     CONSUMER NON-CYCLICAL     
 220,389   Nestle SA   16,889,240 
 158,357   Novartis AG   14,412,274 
 26,400   Roche Holding AG   7,177,991 
 3,960   SGS SA   7,560,666 
         46,040,171 
 
     FINANCIALS     
 32,657   Zurich Insurance Group AG1    8,646,702 
 
     INDUSTRIALS     
 560,931   ABB, Ltd.1    10,605,317 
 46,600   Kuehne + Nagel International AG   6,478,811 
         17,084,128 
     Total Switzerland   102,490,126 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201513 
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

       
Shares     Value
     COMMON STOCKS (continued)     
     TAIWAN (1.7%)     
     TECHNOLOGY     
 817,000   Taiwan Semiconductor Manufacturing Co., Ltd.  $3,452,732 
 405,300   Taiwan Semiconductor Manufacturing Co., Ltd. ADR   8,900,388 
     Total Taiwan   12,353,120 
 
     UNITED KINGDOM (18.0%)     
     COMMUNICATIONS     
 297,938   Pearson, Plc.   3,954,617 
 714,718   Vodafone Group, Plc.   2,361,815 
         6,316,432 
 
     CONSUMER CYCLICAL     
 440,300   Compass Group, Plc.   7,602,815 
 650,995   Kingfisher, Plc.   3,546,551 
         11,149,366 
 
     CONSUMER NON-CYCLICAL     
 183,500   Aggreko, Plc.   2,589,177 
 259,600   Diageo, Plc.   7,519,993 
 1,985,140   G4S, Plc.   7,429,608 
 545,112   GlaxoSmithKline, Plc.   11,768,666 
 155,000   Intertek Group, Plc.   6,278,480 
 76,600   Reckitt Benckiser Group, Plc.   7,491,677 
 62,300   SABMiller, Plc.   3,841,478 
 211,200   Smith & Nephew, Plc.   3,613,164 
 2,744,176   Tesco, Plc1    7,750,143 
 241,044   Unilever, Plc.   10,730,342 
         69,012,728 
 
     ENERGY     
 511,658   Amec Foster Wheeler, Plc.   5,603,516 
 517,289   BG Group, Plc.   8,167,699 
 1,498,297   BP, Plc.   8,914,800 
 282,973   Royal Dutch Shell, Plc. (Class A)   7,431,190 
         30,117,205 

 

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

14  
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

       
Shares        Value
   COMMON STOCKS (continued)   
   UNITED KINGDOM (continued)   
   FINANCIALS   
369,600  Standard Chartered, Plc.       $ 4,111,852
   UTILITIES     
778,442  National Grid, Plc.       11,105,986
   Total United Kingdom       131,813,569
   Total Common Stocks (Identified cost $611,891,285)       723,223,613
TOTAL INVESTMENTS (Identified cost $611,891,285)2    98.7%  $ 723,223,613
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES   1.3%  9,451,943
NET ASSETS      100.0%  $ 732,675,556
 
1Non-income producing security.
2The aggregate cost for federal income tax purposes is $620,339,948, the aggregate gross unrealized appreciation is $203,630,917 and the aggregate gross unrealized depreciation is $100,747,252, resulting in net unrealized appreciation of $102,883,665.

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

Abbreviations:

ADR – American Depositary Receipt

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

FINANCIAL STATEMENTS OCTOBER 31, 201515 
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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.

16  
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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.

FINANCIAL STATEMENTS OCTOBER 31, 201517 
 

BBH INTERNATIONAL EQUITY FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2015.

             
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, 2015
Australia  $—     $18,206,714   $—     $18,206,714 
Bermuda   —      11,569,618    —      11,569,618 
Denmark   —      9,746,038    —      9,746,038 
Finland   —      8,211,200    —      8,211,200 
France   —      63,347,474    —      63,347,474 
Germany   —      52,376,105    —      52,376,105 
Hong Kong   —      52,643,335    —      52,643,335 
Israel   1,982,865    —      —      1,982,865 
Italy   —      8,626,886    —      8,626,886 
Japan   —      153,468,522    —      153,468,522 
Jersey   —      7,438,410    —      7,438,410 
Netherlands   —      9,123,393    —      9,123,393 
Norway   —      1,333,109    —      1,333,109 
Singapore   —      25,005,747    —      25,005,747 
Spain   —      31,998,276    —      31,998,276 
Sweden   —      21,489,106    —      21,489,106 
Switzerland   —      102,490,126    —      102,490,126 
Taiwan   8,900,388    3,452,732    —      12,353,120 
United Kingdom   —      131,813,569    —      131,813,569 
Investments, at value  $10,883,253   $712,340,360   $—     $723,223,613 
 
*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, 2015.

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

18  
 

BBH INTERNATIONAL EQUITY FUND 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2015 

 

      
ASSETS:     
Investments in securities, at value (Identified cost $611,891,285)  $723,223,613 
Cash   2,053,028 
Foreign currency at value (Identified cost $743,813)   746,207 
Receivables for:     
Investments sold   6,075,413 
Dividends   1,954,124 
Shares sold   116,028 
Prepaid assets   7,355 
Total Assets   734,175,768 
LIABILITIES:     
Payables for:     
Investment advisory and administrative fees   500,249 
Shares redeemed   434,730 
Investments purchased   288,051 
Shareholder servicing fees   139,412 
Professional fees   71,545 
Custody and fund accounting fees   38,400 
Transfer agent fees   2,493 
Distributor fees   1,727 
Board of Trustees’ fees   1,103 
Accrued expenses and other liabilities   22,502 
Total Liabilities   1,500,212 
NET ASSETS  $732,675,556 
Net Assets Consist of:     
Paid-in capital  $655,472,488 
Undistributed net investment income   12,301,396 
Accumulated net realized loss on investments in securities and foreign     
exchange transactions   (46,407,922)
Net unrealized appreciation/(depreciation) on investments in securities and     
foreign currency translations   111,309,594 
Net Assets  $732,675,556 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($664,650,130 ÷ 45,870,507 shares outstanding)  $14.49 
CLASS I SHARES     
($68,025,426 ÷ 4,680,043 shares outstanding)  $14.54 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201519 
 

BBH INTERNATIONAL EQUITY FUND 
STATEMENT OF OPERATIONS 
For the year ended October 31, 2015 

 

      
NET INVESTMENT INCOME:     
Income:     
Dividends (net of foreign withholding taxes of $2,453,689)  $21,997,673 
Interest and other income   276 
Total Income   21,997,949 
Expenses:     
Investment advisory and administrative fees   6,640,850 
Shareholder servicing fees   1,859,679 
Custody and fund accounting fees   238,514 
Professional fees   122,953 
Board of Trustees’ fees   60,157 
Transfer agent fees   27,458 
Distributor fees   20,778 
Miscellaneous expenses   119,004 
Total Expenses   9,089,393 
Expense offset arrangement   (7,072)
Net Expenses   9,082,321 
Net Investment Income   12,915,628 
NET REALIZED AND UNREALIZED LOSS:     
Net realized gain on investments in securities   11,442,420 
Net realized loss on foreign exchange transactions and translations   (137,668)
Net realized gain on investments in securities and foreign exchange     
transactions and translations   11,304,752 
Net change in unrealized appreciation/(depreciation) on investments     
in securities   (45,173,694)
Net change in unrealized appreciation/(depreciation) on foreign currency     
translations   24,892 
Net change in unrealized appreciation/(depreciation) on investments in     
securities and foreign currency translations   (45,148,802)
Net Realized and Unrealized Loss   (33,844,050)
Net Decrease in Net Assets Resulting from Operations  $(20,928,422)

 

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

20  
 

BBH INTERNATIONAL EQUITY FUND 
STATEMENTS OF CHANGES IN NET ASSETS 

 

       
   For the years ended October 31,
   2015  2014
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $12,915,628   $20,004,362 
Net realized gain on investments in securities and          
foreign exchange transactions and translations   11,304,752    22,096,487 
Net change in unrealized appreciation/(depreciation)          
on investments in securities and foreign currency          
translations   (45,148,802)   (43,722,923)
Net decrease in net assets resulting from          
operations   (20,928,422)   (1,622,074)
Dividends and distributions declared:          
From net investment income:          
Class N   (17,771,729)   (11,905,317)
Class I   (2,187,203)   (1,475,717)
Total dividends and distributions declared   (19,958,932)   (13,381,034)
Share transactions:          
Proceeds from sales of shares*   115,571,668    129,572,113 
Net asset value of shares issued to shareholders for          
reinvestment of dividends and distributions   19,895,791    13,341,423 
Proceeds from short-term redemption fees   197    5 
Cost of shares redeemed*   (204,954,865)   (55,069,301)
Net increase (decrease) in net assets resulting from          
share transactions   (69,487,209)   87,844,240 
Total increase (decrease) in net assets   (110,374,563)   72,841,132 
NET ASSETS:          
Beginning of year   843,050,119    770,208,987 
End of year (including undistributed net investment          
income of $12,301,396 and $19,482,369, respectively)  $732,675,556   $843,050,119 
 
*Includes share exchanges. See Note 5 in Notes to Financial Statements.

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

FINANCIAL STATEMENTS OCTOBER 31, 201521 
 

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,
   2015  2014  2013  2012  2011
Net asset value, beginning of year  $15.11   $15.38   $13.05   $12.66   $13.05 
Income from investment operations:                         
Net investment income1    0.23    0.37    0.25    0.27    0.26 
Net realized and unrealized gain (loss)   (0.49)   (0.38)   2.35    0.45    (0.45)
Total income (loss) from investment                         
operations   (0.26)   (0.01)   2.60    0.72    (0.19)
Less dividends and distributions:                         
From net investment income   (0.36)   (0.26)   (0.27)   (0.33)   (0.20)
Total dividends and distributions   (0.36)   (0.26)   (0.27)   (0.33)   (0.20)
Short-term redemption fees1    0.002   0.002   0.002   0.002   0.002
Net asset value, end of year  $14.49   $15.11   $15.38   $13.05   $12.66 
Total return   (1.65)%   0.01%   20.27%   6.05%   (1.49)%
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $665   $757   $695   $510   $644 
Ratio of expenses to average net assets                         
before reductions   1.12%   1.12%   1.14%   1.17%   1.16%
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%   1.12%   1.14%   1.17%   1.16%
Ratio of net investment income to average                         
net assets   1.53%   2.43%   1.79%   2.18%   1.98%
Portfolio turnover rate   18%   15%   14%   12%   13%
 
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 
FINANCIAL HIGHLIGHTS (continued) 
Selected per share data and ratios for a Class I share outstanding throughout each year. 

 

    For the years ended October 31,
   2015  2014  2013  2012  2011
Net asset value, beginning of year  $15.16   $15.43   $13.08   $12.70   $13.09 
Income from investment operations:                         
Net investment income1    0.26    0.40    0.28    0.30    0.29 
Net realized and unrealized gain (loss)   (0.49)   (0.38)   2.37    0.45    (0.45)
Total income (loss) from investment                         
operations   (0.23)   0.02    2.65    0.75    (0.16)
Less dividends and distributions:                         
From net investment income   (0.39)   (0.29)   (0.30)   (0.37)   (0.23)
Total dividends and distributions   (0.39)   (0.29)   (0.30)   (0.37)   (0.23)
Short-term redemption fees1    0.002       0.002   0.002   0.002
Net asset value, end of year  $14.54   $15.16   $15.43   $13.08   $12.70 
Total return   (1.42)%   0.21%   20.64%   6.31%   (1.26)%
Ratios/Supplemental data:                         
Net assets, end of year (in millions)  $68   $86   $75   $70   $97 
Ratio of expenses to average net assets                         
before reductions   0.89%   0.90%   0.90%   0.94%   0.92%
Expense offset arrangement   0.00%3   0.00%3   0.00%3   0.00%3   0.01%
Ratio of expenses to average net assets                         
after reductions   0.89%   0.90%   0.90%   0.94%   0.91%
Ratio of net investment income to average                         
net assets   1.77%   2.62%   2.01%   2.42%   2.22%
Portfolio turnover rate   18%   15%   14%   12%   13%
 
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, 201523 
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS 
October 31, 2015 

 

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. The Fund offers Class N 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 automatically convert to any other share class of the Fund. As of October 31, 2015, 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 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
24  
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015, the Fund had no open contracts.

During the year ended October 31, 2015, the average monthly notional amount of forward foreign currency exchange contracts was $2,518,832. The corresponding volumes for the year ranged from $0 to $16,149,319.

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

      
  Net Realized Gain on Forward Foreign Currency Exchange Contracts  $501,327 
  Net Change in Unrealized Appreciation/(Depreciation) on Forward Foreign     
  Currency Exchange Contracts  $(74,245)

 

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
FINANCIAL STATEMENTS OCTOBER 31, 201525 
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 tax benefits as of October 31, 2015, 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, 2015, 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.

26  
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

G.Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $17,771,729 and $2,187,203 to Class N shares and Class I shares, respectively, during the year ended October 31, 2015.

The tax character of distributions paid during the fiscal years ended October 31, 2015 and 2014, respectively, were as follows:

  Distributions paid from:
     Ordinary
income
  Net
long-term
capital gain
  Total
taxable
distributions
  Tax return
of capital
  Total
distributions
paid
  2015:  $19,958,932    —     $19,958,932    —     $19,958,932 
  2014:   13,381,034    —      13,381,034    —      13,381,034 

 

As of October 31, 2015 and 2014, 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)
  2015:  $12,303,263    —     $12,303,263   $(37,959,260)  $(8,450,529)  $111,309,594   $77,203,068 
  2014:   19,556,615    —      19,556,615    (51,410,393)   (6,514,196)   156,458,396    118,090,422 

 

As of October 31, 2015, the Fund’s net capital loss carryforward expires as follows:

    Expiration Date    Amount 
  Pre-December 22, 2010 Capital Losses  10/31/2017    $ 32,792,797 
    10/31/2019    5,166,463 
  Post December 22, 2010 Capital Losses1  No Expiration    — 
        Total capital loss carryforward      $ 37,959,260 
 
1Must be utilized prior to losses subject to expiration.

During the year ended October 31, 2015, the Fund utilized $13,451,133 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, 201527 
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

To the extent future capital gains are offset by capital loss carryforwards, if any, 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.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 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, 2015 the Fund incurred $6,640,850 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, 2015, Class N shares of the Fund incurred $1,859,679 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, 2015, the Fund incurred $238,514 in custody and fund accounting fees. These fees for the Fund were reduced by $7,072 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, 2015, was $448.
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
28  
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

from the Fund. For the year ended October 31, 2015, the Fund incurred $60,157 in independent Trustee compensation and reimbursements.

4.Investment Transactions. For the year ended October 31, 2015, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $148,721,217 and $220,669,510, 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, 2015
  For the year ended
October 31, 2014
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   6,384,021   $93,636,480    6,727,518   $102,996,755 
Shares issued in connection                    
with reinvestments of                    
dividends   1,272,169    17,708,587    813,276    11,865,706 
Proceeds from short-term                    
redemption fees   N/A     20    N/A     5 
Shares redeemed   (11,891,926)   (167,781,523)   (2,650,983)   (40,100,125)
Net increase (decrease)   (4,235,736)  $(56,436,436)   4,889,811   $74,762,341 
Class I                    
Shares sold   1,446,334   $21,935,188    1,702,039   $26,575,358 
Shares issued in connection                    
with reinvestments of                    
dividends   156,901    2,187,204    101,007    1,475,717 
Proceeds from short-term                    
redemption fees   N/A     177    N/A     —   
Shares redeemed   (2,577,182)   (37,173,342)   (994,314)   (14,969,176)
Net increase (decrease)   (973,947)  $(13,050,773)   808,732   $13,081,899 

 

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2015 and 2014. Specifically:

During the fiscal year 2015, 701,101 shares of Class N were exchanged for 699,751 shares of Class I valued at $10,906,183 and 1,064,736 shares of Class I were exchanged for 1,067,193 shares of Class N valued at $15,457,058.

During the fiscal year 2014, 395,824 shares of Class N were exchanged for 394,817 shares of Class I valued at $6,264,808 and 653,025 shares of Class I were exchanged for 654,759 shares of Class N valued at $9,859,832.

FINANCIAL STATEMENTS OCTOBER 31, 201529 
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 Sub-Advisers may cause the Fund to incur losses or miss profit opportunities (management risk). The investment style of the Sub-advisers not complementing 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 investment 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.
30  
 

BBH INTERNATIONAL EQUITY FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

7.Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 2015 through the date the financial statements were issued. Effective November 1, 2015, the Board approved a reduction to the shareholder servicing fees from 0.25% to 0.20% of Class N Shares’ average net assets. The fees will continue to be calculated daily and paid monthly. There were no other subsequent events that would require recognition or additional disclosure in the financial statements.
FINANCIAL STATEMENTS OCTOBER 31, 201531 
 

BBH INTERNATIONAL EQUITY FUND 
DISCLOSURE OF FUND EXPENSES 
October 31, 2015 (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; 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, 2015 to October 31, 2015).

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.

32  
 

BBH INTERNATIONAL EQUITY FUND 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 2015 (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, 2015
  Ending
Account Value
October 31, 2015
  Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
Class N               
Actual  $1,000   $934   $5.46 
Hypothetical2   $1,000   $1,020   $5.70 

 

          
   Beginning
Account Value
May 1, 2015
  Ending
Account Value
October 31, 2015
  Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
Class I               
Actual  $1,000   $935   $4.34 
Hypothetical2   $1,000   $1,021   $4.53 
 
1Expenses are equal to the Fund’s annualized expense ratio of 1.12% and 0.89% 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.
FINANCIAL STATEMENTS OCTOBER 31, 201533 
 

BBH INTERNATIONAL EQUITY FUND 
CONFLICTS OF INTEREST 
October 31, 2015 (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.

34  
 

BBH INTERNATIONAL EQUITY FUND 
CONFLICTS OF INTEREST (continued) 
October 31, 2015 (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.

FINANCIAL STATEMENTS OCTOBER 31, 201535 
 

BBH INTERNATIONAL EQUITY FUND 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2015 (unaudited) 

 

Under Section 854(b)(2) of the Internal Revenue Code (the “Code”), the Fund designates up to a maximum of $19,958,932 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended October 31, 2015. In January 2016, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2015. 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
$24,456,723    $1,809,874 

 

100% of the ordinary income dividends paid by the Fund during the year ended October 31, 2015 qualifies for the dividends received deduction available to corporate shareholders.

36  
 

TRUSTEES AND OFFICERS OF BBH INTERNATIONAL EQUITY FUND 
(unaudited) 

 

Information pertaining to the Trustees and executive officers of the BBH Trust is set forth below. The mailing address for each Trustee is c/o BBH Trust, 140 Broadway, New York, NY 10005.

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.
 

Andrew S. Frazier

Birth Date:
April 8, 1948

Trustee Since 2010 Consultant to Western World
Insurance Group, Inc. (“WWIG”)
(January 2010 to January 2012).
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 2012).
6 Trustee,
Bridge Builder
Trust
(8 Funds).
Director, Teton
Advisors, Inc.
(a registered
investment
adviser).

 

FINANCIAL STATEMENTS OCTOBER 31, 201537 
 

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).
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.

 

38  
 

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.
 

Paul F. Gallagher
140 Broadway
New York, NY 10005

Birth Date:
June 28, 1959

Chief
Compliance
Officer and
Anti-Money
Laundering
Officer
Since 2015 Senior Vice President of BBH&Co. since September 2015;
Executive Director and Counsel, Morgan Stanley Smith Barney LLC
(2009-September 2015).
 

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.
 

James D. Kerr
50 Post Office Square
Boston, MA 02110

Birth Date:
January 5, 1983

Assistant
Secretary
Since 2015 Associate and Investor Services Assistant Counsel since 2014;
joined BBH&Co. in 2013; Assistant District Attorney, Middlesex
County, Massachusetts (October 2011 to September 2013);
Judicial Law Clerk, Massachusetts Court of Appeals (September
2010 to September 2011).
 
#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). Mr. Wagner 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, 201539 
 

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 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, 2015

BBH Intermediate Municipal Bond Fund

 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE 
October 31, 2015 

 

BBH Intermediate Municipal Bond Fund Class I (“the Fund”) had a total return of 2.33% (net of fees and expenses) for the twelve month period ending October 31, 2015 as compared to the benchmark Barclays Capital 1-15 Year Municipal Index1 which had a return of 2.46%.

The objective of the Intermediate Municipal Bond Fund is to protect investor’s 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. We typically find that the most attractive investment opportunities occur during volatile market environments. While there have been brief periods of volatility in the municipal sector over the past twelve months that we have used to deploy reserves in the Fund, on a net basis the Treasury yield backdrop has been benign.

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 (GO). As of October 31, 2015 the Fund has a 69% weighting in Revenue Bonds and a 31% exposure to GOs. Within the GO holdings, we prefer state obligations for their financial flexibility relative to local governments. The Fund has held exposure to two states that have experienced relative underperformance: New Jersey and Illinois. While both states are currently facing budget challenges (and Illinois has not yet passed its current budget), we note that both states have stable economies and the necessary revenue and expenditure tools to sustain their status as durable credits over the long term.

While overall yield levels displayed relatively little net change over the past twelve months, the slope of the yield curve has flattened in expectation of an eventual Federal Reserve “lift-off”. The Fund’s yield curve positioning currently remains “barbelled”, and this has benefitted from curve flattening. In practice, we have de-emphasized fixed rate holdings inside of five-year maturities in the Fund in favor of a combination of floating rate securities and longer-term credit opportunities. The floating rate securities have not yet fully reflected the upward move in short fixed rates, and should further benefit performance once the Fed’s “lift-off” begins.

Some material capital inflows were received and invested in the Fund during the first half of 2015, however turnover activity was otherwise moderate. Recently we have been allowing the Fund’s liquid reserves to build, given the current low rate environment and the difficulty in identifying new opportunities. We value our reserves and the flexibility they afford us to take advantage of future opportunities, even if they take a long time to materialize.

Holdings are subject to change.

 
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, 2015 

 

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, 2015 as compared to the BMBB.


The annualized gross expense ratios as shown in the March 2, 2015 prospectus for Class N and Class I shares were 8.78% and 0.88%, 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. 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, 20153 
 

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 the BBH Trust (the “Fund”) as of October 31, 2015, 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, 2015 and 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 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, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 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, 2015, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for the year ended October 31, 2015 and 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, 2015

4  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO ALLOCATION 
October 31, 2015 

 

BREAKDOWN BY SECURITY TYPE

   U.S. $ Value  Percent of
Net Assets
Municipal Bonds  $86,867,233    94.6%
Cash and Other Assets in Excess of Liabilities   4,982,100    5.4 
NET ASSETS  $91,849,333    100.0%

 

All data as of October 31, 2015. 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  $15,769,589    18.2%
AA   25,306,876    29.1 
A   44,824,672    51.6 
BBB   384,664    0.4 
Not rated   581,432    0.7 
TOTAL INVESTMENTS  $86,867,233    100.0%

 

All data as of October 31, 2015. 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, 20155 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (94.6%)        
     Alabama (0.4%)        
$290,000   Alabama 21st Century Authority,        
     Revenue Bonds  06/01/21   5.000%  $ 337,171
     Total Alabama          337,171
     Arizona (3.6%)        
 100,000   Coconino County Pollution Control Corp.,        
     Revenue Bonds, FGIC1   09/01/32   0.483   92,820
 425,000   Salt Verde Financial Corp.,        
     Revenue Bonds  12/01/19   5.250   479,498
 55,000   Salt Verde Financial Corp.,        
     Revenue Bonds  12/01/22   5.250   63,746
 60,000   Salt Verde Financial Corp.,        
     Revenue Bonds  12/01/26   5.250   70,413
 2,300,000   Salt Verde Financial Corp.,        
     Revenue Bonds  12/01/32   5.000     2,616,296
     Total Arizona          3,322,773
     California (8.9%)        
 2,000,000   Anaheim City School District, General        
     Obligation Bonds, AGM, NPFG2   08/01/29   0.000   1,171,560
 1,000,000   California Pollution Control Financing        
     Authority, Revenue Bonds  07/01/25   3.375   1,016,910
 1,000,000   Grossmont Union High School District,        
     General Obligation Bonds2   08/01/27   0.000   679,350
 25,000   Long Beach Bond Finance Authority,        
     Revenue Bonds  11/15/19   5.250   28,339
 165,000   Long Beach Bond Finance Authority,        
     Revenue Bonds  11/15/22   5.250   193,276
 530,000   Long Beach Bond Finance Authority,        
     Revenue Bonds  11/15/23   5.250   622,384
 30,000   Long Beach Bond Finance Authority,        
     Revenue Bonds1   11/15/27   1.665   28,451
 260,000   Long Beach Bond Finance Authority,        
     Revenue Bonds  11/15/30   5.500   316,615

 

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

6  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)        
     California (continued)        
$125,000   Los Angeles County Metropolitan        
     Transportation Authority, Revenue        
     Bonds, AMBAC1   07/01/27   0.424%  $ 119,121
 800,000   Los Angeles County Metropolitan        
     Transportation Authority, Revenue        
     Bonds, AMBAC1   07/01/27   0.429   757,195
 800,000   Los Angeles County Metropolitan        
     Transportation Authority, Revenue        
     Bonds, AMBAC1   07/01/27   0.434   760,874
 675,000   Los Angeles County Metropolitan        
     Transportation Authority, Revenue        
     Bonds, AMBAC1   07/01/27   0.435   643,260
 1,150,000   Northern California Transmission        
     Agency, Revenue Bonds, NPFG1   05/01/24   0.423   1,108,373
 750,000   Northern California Transmission        
     Agency, Revenue Bonds, NPFG1   05/01/24   0.437   721,939
     Total California          8,167,647
     Colorado (0.4%)        
 415,000   Denver Health & Hospital Authority,        
     Revenue Bonds1   12/01/33   1.317   384,664
     Total Colorado          384,664
     Connecticut (1.0%)        
 125,000   Connecticut Housing Finance Authority,        
     Revenue Bonds  11/15/22   3.250   128,315
 140,000   Connecticut Housing Finance Authority,        
     Revenue Bonds  11/15/23   3.450   143,548
 725,000   State of Connecticut, General        
     Obligation Bonds1   03/01/25   1.000   699,523
     Total Connecticut          971,386
     Florida (1.7%)        
 1,080,000   Greater Orlando Aviation Authority,        
     Revenue Bonds  10/01/27   5.000   1,219,590

 

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

FINANCIAL STATEMENTS OCTOBER 31, 20157 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)        
     Florida (continued)        
$35,000   Hillsborough County Aviation Authority,        
     Revenue Bonds  10/01/25   5.000%  $ 39,947
 10,000   Hillsborough County Aviation Authority,        
     Revenue Bonds  10/01/26   5.000   11,256
 300,000   Pinellas County Health Facilities Authority,        
     Revenue Bonds, NPFG1   11/15/23   0.230   280,206
     Total Florida          1,550,999
     Georgia (0.6%)        
 500,000   Monroe County Development Authority,        
     Revenue Bonds1   01/01/39   2.400   512,655
     Total Georgia          512,655
     Hawaii (0.4%)        
 300,000   State of Hawaii Airports System Revenue,        
     Certificates of Participation  08/01/21   5.000   347,697
     Total Hawaii          347,697
     Illinois (8.0%)        
 75,000   Chicago Park District, General        
     Obligation Bonds  01/01/16   4.500   75,444
 60,000   Chicago Park District, General        
     Obligation Bonds  01/01/16   5.000   60,404
 100,000   Chicago Park District, General        
     Obligation Bonds, NPFG  01/01/16   5.000   100,674
 90,000   Chicago Park District, General        
     Obligation Bonds  11/15/16   5.000   93,559
 525,000   Chicago Park District, General        
     Obligation Bonds  01/01/18   4.250   553,471
 75,000   Chicago Park District, General        
     Obligation Bonds  01/01/19   3.000   77,306
 360,000   Chicago Park District, General        
     Obligation Bonds  01/01/19   4.000   382,036
 100,000   Chicago Park District, General        
     Obligation Bonds  01/01/19   5.000   109,167

 

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

8  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Illinois (continued)             
$310,000   Chicago Park District, General             
     Obligation Bonds  01/01/20   4.000%  $320,695 
 115,000   Chicago Park District, General             
     Obligation Bonds  01/01/20   5.000    127,003 
 30,000   Chicago Transit Authority, Revenue             
     Bonds, AMBAC  06/01/16   5.250    30,654 
 75,000   Chicago Transit Authority, Revenue             
     Bonds, AGC  06/01/17   5.000    79,481 
 110,000   Chicago Transit Authority, Revenue             
     Bonds, AGC  06/01/19   5.250    119,216 
 710,000   Chicago Transit Authority,             
     Revenue Bonds  06/01/19   5.500    779,949 
 500,000   Chicago Transit Authority,             
     Revenue Bonds  06/01/20   5.000    552,575 
 250,000   Chicago Transit Authority, Revenue             
     Bonds, AGC  06/01/20   5.250    269,962 
 320,000   Chicago Transit Authority, Revenue             
     Bonds, AGC  06/01/22   5.000    342,941 
 190,000   Chicago Transit Authority, Revenue             
     Bonds, AGC  06/01/23   5.250    202,654 
 150,000   Chicago Transit Authority, Revenue             
     Bonds, AGC  06/01/24   5.250    159,526 
 135,000   Metropolitan Pier & Exposition Authority,             
     Revenue Bonds, NPFG2   12/15/19   0.000    123,329 
 170,000   Metropolitan Pier & Exposition Authority,             
     Revenue Bonds, NPFG2   12/15/21   0.000    142,905 
 105,000   Railsplitter Tobacco Settlement Authority,             
     Revenue Bonds  06/01/19   5.125    117,073 
 95,000   Railsplitter Tobacco Settlement Authority,             
     Revenue Bonds  06/01/21   5.375    110,526 
 375,000   Railsplitter Tobacco Settlement Authority,             
     Revenue Bonds  06/01/23   5.500    437,873 
 500,000   State of Illinois, General Obligation Bonds  02/01/19   5.000    538,025 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 20159 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)             
     Illinois (continued)             
$165,000   State of Illinois, General Obligation Bonds  04/01/20   5.000%  $180,094 
 200,000   State of Illinois, General Obligation Bonds  08/01/21   5.000    219,396 
 1,000,000   State of Illinois, General Obligation Bonds  07/01/22   5.000    1,095,200 
     Total Illinois           7,401,138 
     Kansas (0.4%)             
 200,000   City of La Cygne, Revenue Bonds, NPFG1   04/15/27   0.040    179,835 
 100,000   City of St. Marys, Revenue Bonds, NPFG1   04/15/32   0.040    92,027 
 100,000   City of Wamego, Revenue Bonds, NPFG1   04/15/32   0.020    91,223 
     Total Kansas           363,085 
     Kentucky (4.5%)             
 3,000,000   Carroll County, Revenue Bonds, AMBAC1   10/01/32   0.262    2,787,381 
 1,340,000   Kentucky Housing Corp., Revenue Bonds3   07/01/19   4.250    1,387,222 
     Total Kentucky           4,174,603 
     Maryland (1.3%)             
 1,000,000   County of Baltimore, General             
     Obligation Bonds  08/01/23   5.000    1,229,440 
     Total Maryland           1,229,440 
     Massachusetts (0.1%)             
 100,000   Commonwealth of Massachusetts,             
     Revenue Bonds, AGM1   06/01/17   0.000    102,556 
     Total Massachusetts           102,556 
     Michigan (3.7%)             
 220,000   Detroit City School District, General             
     Obligation Bonds, FGIC  05/01/20   6.000    260,011 
 250,000   Detroit City School District, General             
     Obligation Bonds, FGIC  05/01/21   6.000    301,763 
 350,000   Detroit City School District, General             
     Obligation Bonds  05/01/23   5.000    402,357 
 95,000   Detroit City School District, General             
     Obligation Bonds, BHAC, FGIC  05/01/25   5.250    110,103 
 55,000   Detroit City School District, General             
     Obligation Bonds, AGM  05/01/27   5.250    64,899 

 

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

10  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)        
     Michigan (continued)        
$305,000   Detroit City School District, General        
     Obligation Bonds, AGM  05/01/29   6.000%  $ 368,233
 1,510,000   Detroit City School District, General        
     Obligation Bonds, AGM  05/01/30   5.250   1,780,033
 105,000   Michigan Finance Authority,        
     Revenue Bonds  05/01/19   5.000   117,532
     Total Michigan          3,404,931
     Missouri (0.7%)        
 300,000   Health & Educational Facilities Authority        
     of the State of Missouri, Revenue        
     Bonds, AMBAC1   06/01/31   0.429   271,562
 310,000   Health & Educational Facilities Authority        
     of the State of Missouri, Revenue        
     Bonds, AMBAC1   06/01/31   0.429   281,368
 100,000   St Joseph Industrial Development        
     Authority, Revenue Bonds, AMBAC1,3   12/11/31   0.149   83,327
     Total Missouri          636,257
     Montana (0.5%)        
 470,000   Montana Board of Housing,        
     Revenue Bonds  12/01/43   3.000   484,048
     Total Montana          484,048
     Nebraska (0.6%)        
 390,000   Central Plains Energy Project,        
     Revenue Bonds  12/01/18   5.250   434,783
 90,000   Central Plains Energy Project,        
     Revenue Bonds  09/01/27   5.000   100,560
     Total Nebraska          535,343
     Nevada (1.4%)        
 500,000   County of Washoe, Revenue Bonds,        
     AMBAC1   03/01/36   0.483   461,464
 850,000   County of Washoe, Revenue Bonds,        
     NPFG1   03/01/36   0.471   790,106
     Total Nevada          1,251,570

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201511 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)          
     New Jersey (17.0%)          
$1,270,000   New Jersey Economic Development          
     Authority, Revenue Bonds1    02/01/17   0.910%  $ 1,253,833
 2,000,000   New Jersey Economic Development          
     Authority, Revenue Bonds   06/15/23   5.000   2,155,940
 925,000   New Jersey State Turnpike Authority,          
     Revenue Bonds, NPFG1    01/01/30   0.138   845,841
 1,200,000   New Jersey State Turnpike Authority,          
     Revenue Bonds, NPFG1    01/01/30   0.138   1,097,309
 650,000   New Jersey State Turnpike Authority,          
     Revenue Bonds, NPFG1    01/01/30   0.228   594,376
 1,000,000   New Jersey Transit Corp.,          
     Revenue Bonds   09/15/20   5.000   1,122,570
 200,000   New Jersey Transit Corp.,          
     Revenue Bonds   09/15/21   5.000   226,874
 300,000   New Jersey Transportation Trust Fund          
     Authority, Revenue Bonds   12/15/23   5.500   334,866
 1,150,000   New Jersey Transportation Trust Fund          
     Authority, Revenue Bonds2    12/15/26   0.000   669,311
 1,850,000   New Jersey Transportation Trust Fund          
     Authority, Revenue Bonds2    12/15/30   0.000   826,839
 5,750,000   Tobacco Settlement Financing Corp.,          
     Revenue Bonds2    06/01/41   0.000   1,460,040
 20,155,000   Tobacco Settlement Financing Corp.,          
     Revenue Bonds2    06/01/41   0.000   5,034,921
     Total New Jersey            15,622,720
     New York (11.8%)          
 1,075,000   Metropolitan Transportation Authority,          
     Revenue Bonds, AGM1    11/01/22   0.377   1,040,994
 50,000   Metropolitan Transportation Authority,          
     Revenue Bonds, AGM1    11/01/22   0.382   48,415

 

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

12  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
   Value
     MUNICIPAL BONDS (continued)            
     New York (continued)            
$50,000   New York City Transit Authority/            
     Metropolitan Trans Authority/Triborough            
     Bridge & Tunnel Authority, Certificates            
     of Participation, AMBAC1,3    01/01/30   0.518%  $ 46,481
 400,000   New York City Transit Auth/Metropolitan            
     Trans Authority/Triborough Bridge &            
     Tunnel Authority, Certificates of            
     Participation, AMBAC1,3    01/01/30   0.532     372,171
 175,000   New York City Transit Authority/            
     Metropolitan Trans Authority/Triborough            
     Bridge & Tunnel Authority, Certificates            
     of Participation, AMBAC1,3    01/01/30   0.534     162,780
 300,000   New York State Energy Research &            
     Development Authority,            
     Revenue Bonds1    04/01/20   0.159     284,837
 120,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, AMBAC1    12/01/23   0.483     114,567
 225,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, FGIC1    06/01/25   0.483     209,649
 700,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, AMBAC1    12/01/25   0.477     664,602
 1,845,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, AMBAC1    12/01/25   0.484     1,751,706
 1,500,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds1    07/01/26   2.375     1,489,020
 210,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, AMBAC1    12/01/26   0.490     198,660

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201513 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
   Value
     MUNICIPAL BONDS (continued)            
     New York (continued)            
$300,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, AMBAC1    03/01/27   0.486%  $ 284,588
 1,890,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, AMBAC1    07/01/27   0.487     1,792,529
 110,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, AMBAC1    07/01/27   0.490     104,325
 1,070,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, XLCA1    07/01/29   0.483     1,017,058
 1,325,000   New York State Energy Research &            
     Development Authority, Revenue            
     Bonds, NPFG1    04/01/34   0.532     1,244,015
     Total New York              10,826,397
     North Carolina (3.6%)            
 1,405,000   County of Mecklenburg, General            
     Obligation Bonds   04/01/24   5.000     1,745,670
 1,250,000   State of North Carolina, General            
     Obligation Bonds   06/01/23   5.000     1,538,013
     Total North Carolina              3,283,683
     Oregon (1.5%)            
 1,615,000   Clackamas Community College District,            
     General Obligation Bonds2    06/15/23   0.000     1,361,009
     Total Oregon              1,361,009
     Pennsylvania (3.5%)            
 190,000   Allegheny County Airport Authority,            
     Revenue Bonds   01/01/21   5.000     217,600
 150,000   Allegheny County Airport Authority,            
     Revenue Bonds, FGIC   01/01/22   5.000     173,034

 

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

14  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
   Value
     MUNICIPAL BONDS (continued)            
     Pennsylvania (continued)            
$50,000   Allegheny County Airport Authority,            
     Revenue Bonds, FGIC   01/01/23   5.000%  $ 58,074
 1,000,000   School District of Philadelphia, General            
     Obligation Bonds   09/01/21   5.000     1,129,440
 400,000   School District of Philadelphia, General            
     Obligation Bonds   09/01/22   5.250     452,024
 215,000   School District of Philadelphia, General            
     Obligation Bonds, AGM, FGIC   06/01/24   5.000     247,736
 500,000   State Public School Building Authority,            
     Revenue Bonds   04/01/25   5.000     556,660
 345,000   State Public School Building Authority,            
     Revenue Bonds   04/01/31   5.000     372,410
     Total Pennsylvania              3,206,978
     Tennessee (1.8%)            
 1,400,000   Tennessee Energy Acquisition Corp.,            
     Revenue Bonds   02/01/23   5.000     1,626,450
     Total Tennessee              1,626,450
     Texas (7.8%)            
 825,000   City of Houston Airport System, Revenue            
     Bonds, AGM1    07/01/30   0.240     765,819
 325,000   City of Houston Airport System, Revenue            
     Bonds, AGM1    07/01/30   0.360     301,606
 75,000   City of Houston Airport System, Revenue            
     Bonds, XLCA1    07/01/32   0.377     70,394
 575,000   City of Houston Airport System, Revenue            
     Bonds, XLCA1    07/01/32   0.377     539,477
 225,000   City of Houston Airport System, Revenue            
     Bonds, XLCA1    07/01/32   0.387     211,485
 1,805,000   Grand Prairie Independent School            
     District, General Obligation Bonds   02/15/24   5.250     2,238,128
 3,100,000   North Texas Tollway Authority, Revenue            
     Bonds, AGC2    01/01/29   0.000     1,936,012

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201515 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
  Value
     MUNICIPAL BONDS (continued)               
     Texas (continued)               
$300,000   Texas Municipal Gas Acquisition &               
     Supply Corp. I, Revenue Bonds   12/15/19   5.250%  $340,731 
 45,000   Texas Municipal Gas Acquisition &               
     Supply Corp. I, Revenue Bonds   12/15/20   5.250    51,838 
 145,000   Texas Municipal Gas Acquisition &               
     Supply Corp. I, Revenue Bonds   12/15/21   5.250    168,903 
 445,000   Texas Municipal Gas Acquisition &               
     Supply Corp. I, Revenue Bonds   12/15/23   5.250    523,276 
     Total Texas             7,147,669 
     Utah (2.7%)               
 2,000,000   State of Utah, General Obligation Bonds   07/01/24   5.000    2,492,780 
     Total Utah             2,492,780 
     Virginia (4.8%)               
 3,570,000   Commonwealth of Virginia, General               
     Obligation Bonds   06/01/23   5.000    4,389,743 
     Total Virginia             4,389,743 
     Washington (1.7%)               
 1,000,000   Port of Seattle, Revenue Bonds   04/01/23   5.000    1,172,520 
 180,000   Washington State Housing Finance               
     Commission, Revenue Bonds,               
     FHLMC, FNMA, GNMA   12/01/21   2.900    183,829 
 185,000   Washington State Housing Finance               
     Commission, Revenue Bonds,               
     FHLMC, FNMA, GNMA   12/01/22   3.050    190,346 
     Total Washington             1,546,695 

 

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

16  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

Principal
Amount
     Maturity
Date
  Interest
Rate
   Value
   Wisconsin (0.2%)                
$ 160,000  County of Milwaukee Airport Revenue,                
   Revenue Bonds  12/01/28   5.250%    $ 185,146
   Total Wisconsin              185,146
   Total Municipal Bonds                
   (Identified cost $85,636,836)              86,867,233
TOTAL INVESTMENTS (Identified cost $85,636,836)4      94.6%    $ 86,867,233
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES      5.4%      4,982,100
NET ASSETS      100.0%    $ 91,849,333

 

 
1Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2015 coupon or interest rate.
2Security issued with zero coupon. Income is recognized through accretion of discount.
3The Fund’s Investment Adviser has deemed this security to be illiquid based upon the SEC definition of an illiquid security.
4The aggregate cost for federal income tax purposes is $85,636,836, the aggregate gross unrealized appreciation is $1,416,405 and the aggregate gross unrealized depreciation is $186,008, resulting in net unrealized appreciation of $1,230,397.

Abbreviations:

AGC — Assured Guaranty Corp.

AGM — Assured Guaranty Municipal Corp.

AMBAC — AMBAC Financial Group, Inc.

BHAC — Berkshire Hathaway Assurance Corporation.

FGIC — Financial Guaranty Insurance Company.

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.

FINANCIAL STATEMENTS OCTOBER 31, 201517 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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.

18  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
PORTFOLIO OF INVESTMENTS (continued) 
October 31, 2015 

 

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, 2015.

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, 2015
Municipal Bonds**  $   $86,867,233   $   $86,867,233 
Total Investments, at value  $   $86,867,233   $   $86,867,233 

 

 
*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, 2015.
**For geographical breakdown of municipal bond investments, refer to the Portfolio of Investments.

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

FINANCIAL STATEMENTS OCTOBER 31, 201519 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2015 

 

      
ASSETS:     
Investments in securities, at value (Identified cost $85,636,836)  $86,867,233 
Cash   4,457,169 
Receivables for:     
Investments sold   3,046,699 
Interest   637,278 
Investment advisory and administrative fees waiver reimbursement   10,835 
Shares sold   10,607 
Prepaid assets   672 
Total Assets   95,030,493 
LIABILITIES:     
Payables for:     
Investments purchased   3,027,600 
Professional fees   54,363 
Shares redeemed   36,198 
Investment advisory and administrative fees   31,239 
Custody and fund accounting fees   9,545 
Shareholder servicing fees   3,361 
Transfer agent fees   2,171 
Distributor fees   1,409 
Board of Trustees’ fees   1,023 
Accrued expenses and other liabilities   14,251 
Total Liabilities   3,181,160 
NET ASSETS  $91,849,333 
Net Assets Consist of:     
Paid-in capital  $90,421,076 
Accumulated net realized gain on investments in securities   197,860 
Net unrealized appreciation/(depreciation) on investments in securities   1,230,397 
Net Assets  $91,849,333 
NET ASSET VALUE AND OFFERING PRICE PER SHARE     
CLASS N SHARES     
($25,943,315 ÷ 2,522,196 shares outstanding)  $10.29 
CLASS I SHARES     
($65,906,018 ÷ 6,413,963 shares outstanding)  $10.28 

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

20  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
STATEMENT OF OPERATIONS 
For the year ended October 31, 2015 

 

    
NET INVESTMENT INCOME:   
Income:   
Interest and other income  $1,620,925 
Total Income   1,620,925 
Expenses:     
Investment advisory and administrative fees   296,719 
Professional fees   64,242 
Board of Trustees’ fees   60,283 
Custody and fund accounting fees   44,400 
Registration fees   42,702 
Transfer agent fees   25,440 
Shareholder servicing fees   24,176 
Distributor fees   19,580 
Miscellaneous expenses   53,092 
Total Expenses   630,634 
Investment advisory and administrative fees waiver   (235,194)
Expense offset arrangement   (364)
Net Expenses   395,076 
Net Investment Income   1,225,849 
NET REALIZED AND UNREALIZED GAIN:     
Net realized gain on investments in securities   221,782 
Net change in unrealized appreciation/(depreciation) on     
investments in securities   140,409 
Net Realized and Unrealized Gain   362,191 
Net Increase in Net Assets Resulting from Operations  $1,588,040 

 

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

FINANCIAL STATEMENTS OCTOBER 31, 201521 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
STATEMENTS OF CHANGES IN NET ASSETS 

 

   For the year
ended
October 31,
2015
   For the period
from April 1, 2014
(commencement
of operations)
to October 31,
2014
 
INCREASE IN NET ASSETS:          
Operations:          
Net investment income  $1,225,849   $449,551 
Net realized gain on investments in securities   221,782    411,073 
Net change in unrealized appreciation/(depreciation)          
on investments in securities   140,409    1,089,988 
Net increase in net assets resulting from operations   1,588,040    1,950,612 
Dividends and distributions declared:          
From net investment income:          
Class N   (229,093)   (7,529)
Class I   (997,005)   (441,870)
From net realized gains:          
Class N   (8,229)    
Class I   (403,258)    
Total dividends and distributions declared   (1,637,585)   (449,399)
Share transactions:          
Proceeds from sales of shares   51,400,360*   51,190,259 
Net asset value of shares issued to shareholders for          
reinvestment of dividends and distributions   286,601    8,899 
Proceeds from short-term redemption fees   466     
Cost of shares redeemed   (12,481,618)*   (7,302)
Net increase in net assets resulting from          
share transactions   39,205,809    51,191,856 
Total increase in net assets   39,156,264    52,693,069 
NET ASSETS:          
Beginning of period   52,693,069     
End of period (including undistributed net investment          
income of $0 and $152, respectively)  $91,849,333   $52,693,069 

 

 
*Includes share exchanges. See Note 5 in Notes to Financial Statements.

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

22  
 

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

 

   For the year
ended
October 31,
2015
  For the period
from April 1, 2014
(commencement
of operations)
to October 31,
2014
Net asset value, beginning of period  $10.30   $10.00 
Income from investment operations:          
Net investment income1    0.15    0.09 
Net realized and unrealized gain   0.08    0.29 
Total income from investment operations   0.23    0.38 
Less dividends and distributions:          
From net investment income   (0.16)   (0.08)
From net realized gains   (0.08)    
Total dividends and distributions   (0.24)   (0.08)
Short-term redemption fees1    0.002     
Net asset value, end of period  $10.29   $10.30 
Total return   2.29%   3.82%3
           
Ratios/Supplemental data:          
Net assets, end of period (in millions)  $26   $1 
Ratio of expenses to average net assets before reductions   1.10%   8.78%4
Fee waiver   0.45%5   8.13%4,5
Expense offset arrangement   0.00%6   0.00%4,6
Ratio of expenses to average net assets after reductions   0.65%   0.65%4
Ratio of net investment income to average net assets   1.43%   1.43%4
Portfolio turnover rate   142%   91%
Portfolio turnover rate7    83%   56%

 

 
1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Not annualized.
4Annualized with the exception of audit fees and registration fees.
5The ratio of expenses to average net assets for the fiscal year ended October 31, 2015 and 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 fiscal year ended October 31, 2015 and the period from April 1, 2014 to October 31, 2014 the waived fees were $71,871 and $47,942, respectively.
6Less than 0.01%.
7The portfolio turnover rate excludes variable rate demand notes.

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

FINANCIAL STATEMENTS OCTOBER 31, 201523 
 

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 year
ended
October 31,
2015
  For the period
from April 1, 2014
(commencement
of operations)
to October 31,
2014
Net asset value, beginning of period  $10.30   $10.00 
Income from investment operations:          
Net investment income1    0.18    0.09 
Net realized and unrealized gain   0.06    0.30 
Total income from investment operations   0.24    0.39 
Less dividends and distributions:          
From net investment income   (0.18)   (0.09)
From net realized gains   (0.08)    
Total dividends and distributions   (0.26)   (0.09)
Short-term redemption fees1    0.002     
Net asset value, end of period  $10.28   $10.30 
Total return   2.33%   3.89%3
           
Ratios/Supplemental data:          
Net assets, end of period (in millions)  $66   $52 
Ratio of expenses to average net assets before reductions   0.78%   0.88%4
Fee waiver   0.28%5   0.38%4,5
Expense offset arrangement   0.00%6   0.00%4,6
Ratio of expenses to average net assets after reductions   0.50%   0.50%4
Ratio of net investment income to average net assets   1.72%   1.49%4
Portfolio turnover rate   142%   91%
Portfolio turnover rate7    83%   56%

 

 
1Calculated using average shares outstanding for the period.
2Less than $0.01.
3Not annualized.
4Annualized with the exception of audit fees and registration fees.
5The ratio of expenses to average net assets for the year ended October 31, 2015 and 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 year ended October 31, 2015 and the period from April 1, 2014 to October 31, 2014, the waived fees were $163,323 and $137,383, respectively.
6Less than 0.01%.
7The portfolio turnover rate excludes variable rate demand notes.

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

24  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS 
October 31, 2015 

 

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 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 automatically convert to any other share class of the Fund. As of October 31, 2015, 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 (“Board”). 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
FINANCIAL STATEMENTS OCTOBER 31, 201525 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 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, 2015, 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, 2015, 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.

26  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 $237,322 and $1,400,263 to Class N and Class I shareholders, respectively, during year ended October 31, 2015. In addition, the Fund designated a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

The tax character of distributions paid during the year ended October 31, 2015 and the period ended October 31, 2014, respectively, were 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
  2015:  $609,512       $609,512   $1,028,073       $1,637,585 
  2014:   53,584        53,584    395,815        449,399 

 

As of October 31, 2015 and 2014, 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)
  2015:  $74,098   $123,762   $197,860           $1,230,397   $1,428,257 
  2014:   411,073        411,073            1,089,988    1,501,061 

 

The Fund did not have a net capital loss carryforward at October 31, 2015.

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.

To the extent future capital gains are offset by capital loss carryforwards, if any; 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.
FINANCIAL STATEMENTS OCTOBER 31, 201527 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 year ended October 31, 2015, the Fund incurred $296,719 under the Agreement.
B.Investment Advisory and Administrative Fee Waivers. Effective April 1, 2014 (commencement of operations), 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 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 year ended October 31, 2015, the Investment Adviser waived fees in the amount of $71,871 and $163,323 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 year ended October 31, 2015, Class N shares of the Fund incurred $24,176 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 year ended October 31, 2015, the Fund incurred $44,400 in custody and fund accounting fees. These fees for the Fund were reduced by $364 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, 2015, was $367.
28  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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 year ended October 31, 2015, the Fund incurred $60,283 in independent Trustee compensation and reimbursements.
F.Affiliated Ownership. As of October 31, 2015, BBH is the owner of record of 58% of the total outstanding shares of the Fund.
4.Investment Transactions. For the year ended October 31, 2015, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, was $137,411,541 and $103,762,271, 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, 2015
  For the period ended
October 31, 2014*
   Shares  Dollars  Shares  Dollars
Class N                    
Shares sold   3,260,428   $33,497,063    102,326   $1,035,259 
Shares issued in connection with                    
reinvestments of dividends   16,643    169,984    737    7,529 
Proceeds from short-term redemption fees   N/A     133    N/A      
Shares redeemed   (857,223)   (8,734,880)   (715)   (7,302)
Net decrease   2,419,848   $24,932,300    102,348   $1,035,486 
Class I                    
Shares sold   1,755,417    17,903,297    5,015,493   $50,155,000 
Shares issued in connection with                    
reinvestments of dividends   11,443    116,617    134    1,370 
Proceeds from short-term redemption fees   N/A     333    N/A      
Shares redeemed   (368,524)   (3,746,738)        
Net increase (decrease)   1,398,336   $14,273,509    5,015,627   $50,156,370 

 

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

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2015. Specifically:

During the fiscal year 2015, 391,812 shares of Class N were exchanged for 392,198 shares of Class I valued at $3,984,732 and 196,099 shares of Class I were exchanged for 195,906 shares of Class N valued at $1,992,367.

FINANCIAL STATEMENTS OCTOBER 31, 201529 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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.

30  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
NOTES TO FINANCIAL STATEMENTS (continued) 
October 31, 2015 

 

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, 2015 through the date the financial statements were issued. Effective November 1, 2015, the Board approved an increase to the shareholder servicing fees from 0.15% to 0.20% of Class N Shares’ average net assets. The fees will continue to be calculated daily and paid monthly. There were no other subsequent events that would require recognition or additional disclosure in the financial statements.
FINANCIAL STATEMENTS OCTOBER 31, 201531 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
DISCLOSURE OF FUND EXPENSES 
October 31, 2015 (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; 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, 2015 to October 31, 2015).

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.

32  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
DISCLOSURE OF FUND EXPENSES (continued) 
October 31, 2015 (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, 2015
  Ending
Account Value
October 31, 2015
  Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
Class N         
Actual  $1,000  $1,013  $3.30
Hypothetical2   $1,000  $1,022  $3.31

 

   Beginning
Account Value
May 1, 2015
  Ending
Account Value
October 31, 2015
  Expenses Paid
During Period
May 1, 2015 to
October 31, 20151
Class I         
Actual  $1,000  $1,014  $2.54
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 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, 201533 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
CONFLICTS OF INTEREST 
October 31, 2015 (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 (including proprietary 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.

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

34  
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
CONFLICTS OF INTEREST (continued) 
October 31, 2015 (unaudited) 

 

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.

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, 201535 
 

BBH INTERMEDIATE MUNICIPAL BOND FUND 
ADDITIONAL FEDERAL TAX INFORMATION 
October 31, 2015 (unaudited) 

 

The qualified investment income (QII) percentage for the year ended October 31, 2015 was 100%. In January 2016, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2015. 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 and executive officers of the BBH Trust is set forth below. The mailing address for each Trustee is c/o BBH Trust, 140 Broadway, New York, NY 10005.

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.
                     

Andrew S. Frazier

Birth Date:
April 8, 1948

  Trustee   Since 2010   Consultant to Western World Insurance Group, Inc. (“WWIG”) (January 2010 to January 2012).   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 2012).   6   Trustee, Bridge Builder Trust (8 Funds) Director, Teton Advisors, Inc. (a registered investment adviser).

 

FINANCIAL STATEMENTS OCTOBER 31, 201537 
 

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).
  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.

 

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.
             

Paul F. Gallagher
140 Broadway
New York, NY 10005

Birth Date:
June 28, 1959

  Chief
Compliance
Officer and
Anti-Money
Laundering
Officer
  Since 2015   Senior Vice President of BBH&Co. since September 2015;
Executive Director and Counsel, Morgan Stanley Smith Barney LLC (2009–September 2015).
             

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.
             

James D. Kerr
50 Post Office Square
Boston, MA 02110

Birth Date:
January 5, 1983

  Assistant
Secretary
  Since 2015   Associate and Investor Services Assistant Counsel since 2014; joined BBH&Co. in 2013; Assistant District Attorney, Middlesex County, Massachusetts (October 2011 to September 2013); Judicial Law Clerk, Massachusetts Court of Appeals (September 2010 to September 2011).

 

 
#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). Mr. Wagner 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, 201539 
 

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, 2015 (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, John M. Tesoro 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, John M. Tesoro and Mark M. Collins as the Registrant’s audit committee financial experts.  Messrs. Andrew S. Frazier, John M. Tesoro 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 $188,700 for 2015 and $150,800 for 2014.

 

(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 2015 and $0 for 2014.

 

(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 $30,100 for 2015 and $30,550 for 2014.  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 $47,500 for 2015 and $39,000 for 2014.

 

 

 

 

 

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 $3,976,242 for 2015 and $2,321,765 for 2014.

 

(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/ Jean-Pierre Paquin

Jean-Pierre Paquin

Title:  President (Principal Executive Officer)

Date: January 8, 2016

 

 

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/ Jean-Pierre Paquin

Jean-Pierre Paquin

Title: President (Principal Executive Officer)

Date: January 8, 2016

 

 

 

By: (Signature and Title)

 

 

/s/ Charles H. Schreiber

Charles H. Schreiber

Title: Treasurer (Principal Financial Officer)

Date: January 8, 2016