N-CSR 1 e76811ncsr.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 Core Select

BBH Global Core Select

BBH Partner Fund - International Equity

BBH Limited Duration 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, 2017

 

 

 

 

 

Item 1. Report to Stockholders.

 



Annual Report

OCTOBER 31, 2017



BBH CORE SELECT

 
 


BBH CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE
October 31, 2017

BBH Core Select (the “Fund” or “Core Select”) rose by 18.7% net of fees, as adjusted for distributions, during its fiscal year ending October 31, 2017. During the same twelve-month period, the S&P 500 Index (“S&P 500”) returned 23.6%. For the five years ending October 31, 2017, Core Select returned 10.7% per year, which compares to annualized returns of 15.2% for the S&P 500 over the same period.

The Fund seeks to provide investors with long-term growth of capital and to generate attractive returns over time. Our primary goal in managing Core Select is to provide attractive compounded returns over full market cycles in a risk-conscious way. Our investment decisions are driven by fundamental business analysis, a value-oriented approach and a long-term ownership perspective. We look for companies that possess 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 that have these traits are better positioned to create value for shareholders through varying economic and market environments. In addition, we focus on companies whose managers have high levels of integrity, are excellent operators, and are good capital allocators. Pursuant to our goal of reducing the risk of permanent capital loss on any single investment, we work to explicitly identify key risks outside of company management’s control so that we can fully consider the range of potential outcomes for each business. For companies that meet our investment criteria and desired risk profile, we use cash-flow based models to establish an estimated range of intrinsic value per share, then seek to make purchases at a meaningful discount to this range in order to create a valuation margin of safety. 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. Neither our short-term nor long-term return objectives are predicated on benchmark comparisons. As a result, the performance of Core Select will likely differ meaningfully — both positively and negatively — from major indexes at various points within a long-term market cycle as we maintain our independent perspective and focus on long-term compounding.

Fiscal 2017 marked another year of strong gains in a long-running equity market expansion that dates to early 2009. Throughout this period, muted growth trends in the global economy have been more than offset by corporate margin expansion, share repurchases, loose monetary policies and more recently, bullish views regarding tax relief and the easing of business regulations in the U.S. Particularly in the years since March 2013 (at which point the S&P 500 Index surpassed its previous record high from 2007), we believe that market performance has been heavily influenced by i) investors’ collective reach for capital gains in the absence of attractive yields, ii) a growing willingness to capitalize low discount rates into valuation assessments, and iii) a sense of complacency derived reflexively from the length of the market expansion and the suppression of volatility. These dynamics are closely related and have resulted in a significant expansion of trading multiples, suggesting a higher level of risk acceptance overall. Within this four-and-a-half-year timespan, the wide outperformance of growth stocks in general (and a small


2

 
 


BBH CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

population of large-cap momentum leaders in particular) stand as evidence of the prevailing market views, in our opinion. Stated differently, many investors appear to be primarily concerned about capturing additional upside and keeping pace with equity indices. In this context, we remain cautious regarding valuation levels and the potentially disruptive effects of swelling global debt levels, monetary policy overreach and the buildup of one-way bets behind factors such as momentum and low volatility. For Core Select, we remain focused on our fundamental principles and our valuation discipline with the goal of maintaining a quantitative and qualitative margin of safety in each of our holdings and delivering attractive compound returns over long periods of time.

During fiscal 2017 we initiated positions in Nielsen NV, Sabre Corp. and Kroger Co. Nielsen provides independent media and retail measurement and analysis services to large commercial customers worldwide in several industries. The breadth and quality of Nielsen’s data and tools, as well as the embedded nature of these services within customers’ day-to-day workflows and strategic planning create key competitive advantages, in our view. Sabre serves the global travel market through its two core businesses: Travel Network, a global distribution system that links suppliers and travelers; and Airline & Hospitality Solutions, a provider of software solutions to air carriers and hotels. We see a strong and durable growth opportunity for Sabre as it provides valuable intermediation and optimization solutions for both the supply and demand sides of a large and fragmented global market. Kroger is a leading U.S. grocery retailer with important competitive advantages driven by its scale, data-driven merchandising capabilities and robust private-label business. While grocery is a highly competitive category that is currently challenged by price deflation and changes in consumer habits, we believe that Kroger’s operational strengths and skilled management team will allow the Company to maintain an industry leadership position and deliver consistent cash flows.

We exited several positions during the fiscal year: our three holdings in the energy industry (Occidental Petroleum, Schulmberger Ltd. and EOG Resources), and also Progressive Corp., Wal-Mart Stores and Bed Bath & Beyond. At the beginning of fiscal 2017, we completed an extensive review of our oil and gas investments, focusing on the industry’s fit with our investment criteria, the long-term implications of key developments affecting supply and demand, and our confidence level in determining intrinsic values for the businesses. After weighing these factors, we elected to disinvest from the sector and to redeploy the assets into areas that represented a better overlap with our investment objectives. Rebounding commodity prices and the resulting appreciation in energy sector share prices during 2016 gave us an opportunity to complete this action on advantageous terms.

We sold our positions in Progressive and Wal-Mart as the stocks achieved our estimates of intrinsic value per share. Both are high quality, well-run companies that have structural competitive advantages in their respective industries. In a disappointing development, we sold our position in Bed Bath & Beyond at a substantial loss as the fundamental performance of the business deteriorated relative to our prior


financial statements  october 31, 2017

3

 
 


BBH CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

expectations. Difficult transitions in the Company’s business model, consumer behavior and the retail competitive environment reduced our level of certainty regarding the range of potential long-term outcomes for the business.

The Fund’s largest positive contributors in fiscal 2017 were PayPal Holdings, Oracle Corp., Berkshire Hathaway Inc. and Alphabet Inc. PayPal continued to report strong revenue and earnings trends throughout the year driven mainly by very favorable secular trends for online and mobile payments as well as better-than-expected operating leverage and cash flow generation. Oracle’s earnings results in the second half of the Fund’s fiscal year confirmed strong growth in its cloud applications businesses, increasing adoption of its enterprise cloud platform and infrastructure businesses, and a pickup in core database as a new product cycle began. Oracle has executed well strategically while also improving its cost structure. Berkshire Hathaway shares have benefited from consistent fundamental performance among the underlying operating businesses, rising asset values in the investment portfolio and expectations of firming premiums in the insurance businesses. Alphabet shares traded to an all-time high bolstered by continued strong growth in core advertising as well as growth in video, cloud computing and other promising areas of the business.

Our largest detractors during fiscal 2017 were Discovery Communications, QUALCOMM Inc. and Bed Bath & Beyond. Discovery’s primary challenges have been U.S. cable subscriber losses and ratings-driven pressure on advertising revenue — both of which are tied to changes in consumer’s viewing habits and the rise of new competitors and business models within media. Moreover, Discovery’s proposed purchase of Scripps Networks has been greeted skeptically among investors, with many questioning whether the deal can strengthen the combined companies’ market positioning. We believe that Discovery has strong content franchises, attractive global diversification and a reasonably attractive set of options to navigate consumers’ continued movement toward online and mobile video. Nevertheless, we are keenly focused on the challenges facing the business as we consider the range of long-term outcomes.

QUALCOMM shares fell during Core Select’s fiscal year 2017 as a series of legal challenges from regulators and certain large customers emerged. While the grievances differ in their specifics, they are linked by a common assertion that the Company’s business model and market position are believed to be monopolistic and coercive. QUALCOMM has long been a recognized leader in the development and commercialization of essential wireless technologies. We believe that its intellectual property and semiconductor products will remain essential to device manufacturers and mobile operators worldwide, and that the Company will be appropriately compensated for its efforts. Just after the close of the fiscal year, QUALCOMM received an unsolicited bid to be acquired by Broadcom Ltd. at a substantial premium to the extant share price.


4

 
 


BBH CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

As of October 31, 2017, Core Select held positions in 27 companies, with approximately 49% of the assets in the ten largest holdings. The Fund ended the fiscal year trading at roughly 87% of our weighted average underlying intrinsic value estimates. Our portfolio trims and sales offset our purchases, and our year-end cash position rose modestly to 7%. We experienced continued net outflows from the Fund throughout the year and rebalanced our holdings periodically as necessary.


financial statements  october 31, 2017

5

 
 


BBH CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

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, 2017 as compared to the S&P 500.


 
                             
 
 

The annualized gross expense ratios as in the February 28, 2017 prospectus for Class N and Retail Class shares were 1.01% and 1.33%, respectively.


1   The 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.

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.


6

 
 


BBH CORE SELECT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Core Select, a series of BBH Trust (the “Trust”), as of October 31, 2017, 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 Trust’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 Trust 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 Trust’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, 2017, 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, 2017, 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.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2017


financial statements  october 31, 2017

7

 
 


BBH CORE SELECT

PORTFOLIO ALLOCATION
October 31, 2017

SECTOR DIVERSIFICATION

         U.S. $ Value
     Percent of
Net Assets
Common Stocks:
                                                 
Basic Materials
                   $ 156,101,576                  5.7 %    
Communications
                      461,402,275                  16.8     
Consumer Cyclical
                      68,136,826                  2.5     
Consumer Non-Cyclical
                      938,304,702                  34.3     
Financials
                      511,587,943                  18.7     
Industrials
                      46,230,567                  1.7     
Technology
                      360,119,446                  13.1     
Repurchase Agreements
                      118,000,000                  4.3     
U.S. Treasury Bills
                      74,861,167                  2.7     
Cash and Other Assets in Excess of Liabilities
                      4,255,510                  0.2     
NET ASSETS
                   $ 2,739,000,012                  100.0 %    
 

All data as of October 31, 2017. 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 CORE SELECT

PORTFOLIO OF INVESTMENTS
October 31, 2017

Shares
          Value
      
COMMON STOCKS (92.8%)
                   
      
BASIC MATERIALS (5.7%)
                   
744,968     
Celanese Corp. (Series A)
         $    77,707,612     
536,504     
Praxair, Inc.
            78,393,964     
      
Total Basic Materials
            156,101,576     
 
      
COMMUNICATIONS (16.8%)
                   
167,678     
Alphabet, Inc. (Class C)1
            170,468,162     
4,423,676     
Comcast Corp. (Class A)
            159,385,046     
3,241,263     
Discovery Communications, Inc. (Class C)1
            57,726,894     
2,469,795     
Liberty Global, Plc. (Class C) (United Kingdom)1
            73,822,173     
      
Total Communications
            461,402,275     
 
      
CONSUMER CYCLICAL (2.5%)
                   
2,998,980     
Liberty Interactive Corp. QVC Group (Class A)1
            68,136,826     
      
Total Consumer Cyclical
            68,136,826     
 
      
CONSUMER NON-CYCLICAL (34.3%)
                   
375,666     
Dentsply Sirona, Inc.
            22,941,923     
721,381     
Diageo, Plc. ADR (United Kingdom)
            98,836,411     
625,913     
FleetCor Technologies, Inc.1
            103,444,641     
479,250     
Henry Schein, Inc.1
            37,669,050     
2,234,524     
Kroger Co.
            46,254,647     
654,050     
Nestle SA ADR (Switzerland)
            55,090,631     
1,660,410     
Nielsen Holdings, Plc. (United Kingdom)
            61,551,399     
1,605,487     
Novartis AG ADR (Switzerland)
            132,581,116     
1,235,889     
PayPal Holdings, Inc.1
            89,676,106     
839,529     
Perrigo Co., Plc. (Ireland)
            67,993,454     
2,725,986     
Sabre Corp.
            53,320,286     
1,169,458     
Unilever NV (NY Shares) (Netherlands)
            67,781,786     
1,585,134     
Zoetis, Inc.
            101,163,252     
      
Total Consumer Non-Cyclical
            938,304,702     


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

financial statements  october 31, 2017

9

 
 


BBH CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Shares
          Value
      
COMMON STOCKS (continued)
                   
      
FINANCIALS (18.7%)
                   
735     
Berkshire Hathaway, Inc. (Class A)1
         $ 206,145,450     
2,780,480     
US Bancorp
            151,202,503     
2,747,417     
Wells Fargo & Co.
            154,239,990     
      
Total Financials
            511,587,943     
 
      
INDUSTRIALS (1.7%)
                   
562,621     
Waste Management, Inc.
            46,230,567     
      
Total Industrials
            46,230,567     
             
      
TECHNOLOGY (13.1%)
                   
1,003,683     
Microsoft Corp.
            83,486,352     
4,120,235     
Oracle Corp.
            209,719,961     
1,311,765     
QUALCOMM, Inc.
            66,913,133     
      
Total Technology
            360,119,446     
      
Total Common Stocks (Identified cost $1,538,265,807)
            2,541,883,335     
 


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

10

 
 


BBH CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
REPURCHASE AGREEMENTS (4.3%)
                                                           
$118,000,000               
National Australia Bank, Ltd. (Agreement dated 10/31/17 collateralized by U.S. Treasury Notes 1.375%, due 05/31/20, original par $120,725,000, valued at $120,360,000
            11/01/17                  1.000 %              $ 118,000,000     
                
Total Repurchase Agreements
(Identified cost $118,000,000)
                                                    118,000,000     
 
                
U.S. TREASURY BILLS (2.7%)
                                                           
75,000,000               
U.S. Treasury Bills2
            01/04/18                  0.000                  74,861,167     
                
Total U.S. Treasury Bills
(Identified cost $74,860,667)
                                                    74,861,167     
TOTAL INVESTMENTS (Identified cost $1,731,126,474)3        99.8 %              $ 2,734,744,502     
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES        0.2 %                 4,255,510     
NET ASSETS        100.0 %              $ 2,739,000,012     
 


1   Non-income producing security.
2   Security issued with a zero coupon. Income is recognized through accretion of discount.
3   The aggregate cost for federal income tax purposes is $1,731,516,762, the aggregate gross unrealized appreciation is $1,063,449,957 and the aggregate gross unrealized depreciation is $60,222,217, resulting in net unrealized appreciation of $1,003,227,740.

Abbreviations:

ADR – American Depositary Receipt.


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

financial statements  october 31, 2017

11

 
 


BBH CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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.

Authoritative guidance establishes three levels of the fair value hierarchy as follows:

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

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.

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BBH CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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

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

Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities.

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, 2017.

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, 2017
Common Stocks:
                                                                                         
Basic Materials
                   $ 156,101,576               $                $                $ 156,101,576     
Communications
                      461,402,275                                                      461,402,275     
Consumer Cyclical
                      68,136,826                                                      68,136,826     
Consumer Non-Cyclical
                      938,304,702                                                      938,304,702     
Financials
                      511,587,943                                                      511,587,943     
Industrials
                      46,230,567                                                      46,230,567     
Technology
                      360,119,446                                                      360,119,446     
Repurchase Agreements
                                        118,000,000                                    118,000,000     
U.S. Treasury Bills
                                        74,861,167                                    74,861,167     
Investments, at value
                   $ 2,541,883,335               $ 192,861,167               $     —                $ 2,734,744,502     
 


* 
  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, 2017.


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

financial statements  october 31, 2017

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BBH CORE SELECT

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2017

ASSETS:       
Investments in securities, at value (Identified cost $1,613,126,474)
       $ 2,616,744,502  
Repurchase agreements (Identified cost $118,000,000)
        118,000,000  
Cash
        1,762,243  
Receivables for: 
           
Dividends
        6,955,893  
Shares sold
        1,128,804  
Investment advisory and administrative fees waiver reimbursement
        29,444  
Interest
        3,278  
Prepaid assets
        22,462  
Total Assets
        2,744,646,626  
LIABILITIES: 
           
Payables for: 
           
Shares redeemed
        2,496,431  
Investment advisory and administrative fees
        1,824,843  
Investments purchased
        582,657  
Shareholder servicing fees
        456,211  
Professional fees
        90,293  
Distributor fees
        40,728  
Transfer agent fees
        36,294  
Custody and fund accounting fees
        25,157  
Board of Trustees’ fees
        354   
Accrued expenses and other liabilities
        93,646  
Total Liabilities
        5,646,614  
NET ASSETS
       $  2,739,000,012  
Net Assets Consist of: 
           
Paid-in capital
       $ 1,315,175,164  
Undistributed net investment income
        12,701,945  
Accumulated net realized gain on investments in securities
        407,504,875  
Net unrealized appreciation/(depreciation) on investments in securities
        1,003,618,028  
Net Assets
       $ 2,739,000,012  
NET ASSET VALUE AND OFFERING PRICE PER SHARE 
            
CLASS N SHARES 
            
($2,591,726,947 ÷ 111,832,146 shares outstanding)
       
$23.18
RETAIL CLASS SHARES 
           
($147,273,065 ÷ 10,899,133 shares outstanding)
       
$13.51
 


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

14

 
 


BBH CORE SELECT

STATEMENT OF OPERATIONS
For the year ended October 31, 2017

NET INVESTMENT INCOME:
                             
Income:
                             
Dividends (net of foreign withholding taxes of $1,513,774)
                   $ 44,189,846     
Interest income
                      1,553,951     
Other income
                      422      
Total Income
                      45,744,219     
Expenses:
                             
Investment advisory and administrative fees
                      24,983,386     
Shareholder servicing fees
                      6,269,383     
Distributors fees
                      474,200     
Transfer agent fees
                      223,451     
Custody and fund accounting fees
                      174,287     
Professional fees
                      100,718     
Board of Trustees’ fees
                      54,853     
Miscellaneous expenses
                      304,068     
Total Expenses
                      32,584,346     
Investment advisory and administrative fees waiver
                      (806,872 )    
Expense offset arrangement
                      (16,863 )    
Net Expenses
                      31,760,611     
Net Investment Income
                      13,983,608     
NET REALIZED AND UNREALIZED GAIN:
                             
Net realized gain on investments in securities
                      542,225,458     
Net change in unrealized appreciation/(depreciation) on investments in securities
                      (1,648,305 )    
Net Realized and Unrealized Gain
                      540,577,153     
Net Increase in Net Assets Resulting from Operations
                   $ 554,560,761     
 


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

financial statements  october 31, 2017

15

 
 


BBH CORE SELECT

STATEMENTS OF CHANGES IN NET ASSETS
  

         For the years ended October 31,
    
         2017
     2016
DECREASE IN NET ASSETS:
                                                 
Operations:
                                                 
Net investment income
                   $ 13,983,608               $ 23,194,771     
Net realized gain on investments in securities
                      542,225,458                  344,540,579     
Net change in unrealized appreciation/(depreciation) on investments in securities
                      (1,648,305 )                 (380,299,794 )    
Net increase/(decrease) in net assets resulting from operations
                      554,560,761                  (12,564,444 )    
Dividends and distributions declared:
                                                 
From net investment income:
                                                 
Class N
                      (20,614,105 )                 (24,454,690 )    
Retail Class
                      (1,323,018 )                 (1,357,111 )    
From net realized gains:
                                                 
Class N
                      (242,554,177 )                 (314,097,487 )    
Retail Class
                      (20,839,178 )                 (29,099,366 )    
Total dividends and distributions declared
                      (285,330,478 )                 (369,008,654 )    
Share transactions:
                                                 
Proceeds from sales of shares*
                      263,771,524                  347,243,754     
Net asset value of shares issued to shareholders for reinvestment of dividends and distributions
                      204,685,714                  312,156,128     
Proceeds from short-term redemption fees
                      14,407                  21,134     
Cost of shares redeemed*
                      (1,579,605,854 )                 (1,947,081,352 )    
Net decrease in net assets resulting from share transactions
                      (1,111,134,209 )                 (1,287,660,336 )    
Total decrease in net assets
                      (841,903,926 )                 (1,669,233,434 )    
NET ASSETS:
                                                 
Beginning of year
                      3,580,903,938                  5,250,137,372     
End of year (including undistributed net investment income of $12,701,945 and $20,655,460, respectively)
                   $ 2,739,000,012               $ 3,580,903,938     
 


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


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

16

 
 


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,
    
         2017
     2016
     2015
     2014
     2013
Net asset value, beginning of year
                   $ 21.15               $ 22.79               $ 22.52               $ 21.21               $ 17.46     
Income from investment operations:
                                                                                                             
Net investment income1
                      0.10                  0.12                  0.12                  0.14                  0.13     
Net realized and unrealized gain (loss)
                      3.64                  (0.08 )                 0.64                  1.70                  3.95     
Total income from investment operations
                      3.74                  0.04                  0.76                  1.84                  4.08     
Less dividends and distributions:
                                                                                                             
From net investment income
                      (0.13 )                 (0.12 )                 (0.14 )                 (0.10 )                 (0.10 )    
From net realized gains
                      (1.58 )                 (1.56 )                 (0.35 )                 (0.43 )                 (0.23 )    
Total dividends and distributions
                      (1.71 )                 (1.68 )                 (0.49 )                 (0.53 )                 (0.33 )    
Short-term redemption fees1,2
                      0.00                  0.00                  0.00                  0.00                  0.00     
Net asset value, end of year
                   $ 23.18               $ 21.15               $ 22.79               $ 22.52               $ 21.21     
Total return
                      18.70 %                 0.40 %                 3.47 %                 8.90 %                 23.78 %    
Ratios/Supplemental data:
                                                                                                             
Net assets, end of year (in millions)
                   $ 2,592               $ 3,403               $ 4,970               $ 5,816               $ 5,645     
Ratio of expenses to average net assets before reductions
                      1.02 %                 1.01 %                 1.07 %                 1.07 %                 1.09 %    
Fee waiver
                      0.02 %3                 0.01 %3                 0.07 %3                 0.07 %3                 0.09 %3    
Expense offset arrangement
                      0.00 %4                 0.00 %4                 0.00 %4                 0.00 %4                 0.00 %4    
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
                      0.46 %                 0.57 %                 0.53 %                 0.66 %                 0.65 %    
Portfolio turnover rate
                      15 %                 12 %                 8 %                 8 %                 12 %    
 


1   Calculated using average shares outstanding for the year.
2   Less than $0.01.
3   The ratio of expenses to average net assets for the years ended October 31, 2017, 2016, 2015, 2014 and 2013, reflect fees reduced as result of a contractual operating expense limitation of the share class of 1.00%. The agreement is effective for all periods presented and is effective through March 1, 2018 unless renewed by all parties to the agreement. For the years ended October 31, 2017, 2016, 2015, 2014 and 2013, the waived fees were $673,403, $531,298, $3,938,986, $4,238,260 and $3,983,262, respectively.
4   Less than 0.01%.


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

financial statements  october 31, 2017

17

 
 


BBH CORE SELECT

FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for a Retail Class share outstanding throughout each year.

         For the years ended October 31,
    
         2017
     2016
     2015
     2014
     2013
Net asset value, beginning of year
                   $ 13.00               $ 14.65               $ 14.66               $ 13.99               $ 11.61     
Income from investment operations:
                                                                                                             
Net investment income1
                      0.03                  0.05                  0.03                  0.06                  0.06     
Net realized and unrealized gain (loss)
                      2.16                  (0.07 )                 0.42                  1.11                  2.60     
Total income/(loss) from investment operations
                      2.19                  (0.02 )                 0.45                  1.17                  2.66     
Less dividends and distributions:
                                                                                                             
From net investment income
                      (0.10 )                 (0.07 )                 (0.11 )                 (0.07 )                 (0.05 )    
From net realized gains
                      (1.58 )                 (1.56 )                 (0.35 )                 (0.43 )                 (0.23 )    
Total dividends and distributions
                      (1.68 )                 (1.63 )                 (0.46 )                 (0.50 )                 (0.28 )    
Short-term redemption fees1,2
                      0.00                  0.00                  0.00                  0.00                  0.00     
Net asset value, end of year
                   $ 13.51               $ 13.00               $ 14.65               $ 14.66               $ 13.99     
Total return
                      18.40 %                 0.19 %                 3.14 %                 8.63 %                 23.42 %    
Ratios/Supplemental data:
                                                                                                             
Net assets, end of year (in millions)
                   $ 147                $ 178                $ 280                $ 400                $ 367      
Ratio of expenses to average net assets before reductions
                      1.33 %                 1.33 %                 1.39 %                 1.40 %                 1.42 %    
Fee waiver
                      0.08 %3                 0.10 %3                 0.14 %3                 0.15 %3                 0.17 %3    
Expense offset arrangement
                      0.00 %4                 0.00 %4                 0.00 %4                 0.00 %4                 0.00 %4    
Ratio of expenses to average net assets after reductions
                      1.25 %                 1.23 %                 1.25 %                 1.25 %                 1.25 %    
Ratio of net investment income to average net assets
                      0.21 %                 0.37 %                 0.24 %                 0.40 %                 0.44 %    
Portfolio turnover rate
                      15 %                 12 %                 8 %                 8 %                 12 %    
 


1   Calculated using average shares outstanding for the year.
2   Less than $0.01.
3   The ratio of expenses to average net assets for the years ended October 31, 2017, 2016, 2015, 2014 and 2013, reflect fees reduced as result of contractual operating expense limitation of the share class of 1.25%. The agreement is effective for all periods presented and is effective through March 1, 2018, unless renewed by all parties to the agreement. For the years ended October 31, 2017, 2016, 2015, 2014 and 2013, the waived fees were $133,469, 234,959, $551,384, $577,948 and $568,410, respectively.
4   Less than 0.01%.


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

18

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS
October 31, 2017

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. 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 January 29, 2016, the Fund reopened to new investors. As of October 31, 2017, 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 of Trustees (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 are recorded as a reduction of cost of investments. Distributions received on securities that represent a capital gain are recorded as a realized gain. Interest income is accrued daily. Investment income is recorded net of any foreign taxes withheld where recovery of such tax is uncertain.


  

financial statements  october 31, 2017

19

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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, 2017 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


  

20

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017


  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, 2017, 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, 2017, 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 year ends. 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 $263,168,282 and $22,162,196 to Class N shares and Retail Class shareholders, respectively, during the year ended October 31, 2017. In addition, the Fund designated a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.


  

financial statements  october 31, 2017

21

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

 
  The tax character of distributions paid during the years ended October 31, 2017 and 2016, respectively, were as follows:
Distributions paid from:

         Ordinary
income
     Net
long-term
capital gain
     Total
taxable
distributions
     Tax return
of capital
     Total
distributions
paid
2017:
                   $ 21,937,123               $ 263,393,355               $ 285,330,478               $     —                $ 285,330,478     
2016:
                      25,811,801                  343,196,853                  369,008,654                                    369,008,654     
 

 
  As of October 31, 2017 and 2016, 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
   Book
unrealized
appreciation/
(depreciation)
   Total
accumulated
earnings/
(deficit)
2017:
           $ 12,701,945         $ 407,895,164         $ 420,597,109         $   —           $ (390,289 )        $ 1,003,618,028         $ 1,423,824,848   
2016:
                20,655,460              263,377,781              284,033,241                             (851,121 )             1,005,266,333              1,288,448,453   
 

 
  The Fund did not have a net capital loss carryforward at October 31, 2017.

 
  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.


  

22

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

G.
  Use of Estimates. The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increase and decrease in net assets from operations 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, portfolio management and 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% per annum on the first $3,000,000,000 of the Fund’s average daily net assets and 0.75% per annum on the Fund’s average daily net assets over $3,000,000,000. For the year ended October 31, 2017, the Fund incurred $24,983,386 under the Agreement.

B.
  Investment Advisory and Administrative Fee Waivers. Effective July 14, 2010, the Investment Adviser contractually agreed to limit the annual fund operating expenses (excluding interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Fund’s business and for Retail 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, 2018, 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, 2017, the Investment Adviser waived fees in the amount of $673,403 and $133,469 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 0.20% of Class N and Retail Class shares’ average daily net assets. For the year ended October 31, 2017, the Fund incurred shareholder servicing fees in the amount of $5,933,210 and $336,173 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


  

financial statements  october 31, 2017

23

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017


  continuously, over time these fees will increase the cost of 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, 2017, Retail Class shares of the Fund incurred $419,809 for Distribution (12b-1) Fees. This amount is presented under line item “Distributors fees” in the Statement of Operations.

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, 2017, the Fund incurred $174,287 in custody and fund accounting fees. These fees for the Fund were reduced by $16,863 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, 2017, was $2,011. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

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, 2017, the Fund incurred $54,853 in independent Trustee compensation and expense reimbursements.
4.
  Investment Transactions. For the year ended October 31, 2017, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $437,452,244 and $1,761,698,862, respectively.


  

24

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

5.
  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, 2017
     For the year ended
October 31, 2016
    
         Shares
     Dollars
     Shares
     Dollars
Class N
                                                                                         
Shares sold
                      11,338,201               $ 246,670,938                  15,774,935               $ 325,665,400     
Shares issued in connection with reinvestments of dividends
                      8,861,662                  182,638,860                  13,754,570                  281,831,140     
Proceeds from short-term redemption fees
                      N/A                   13,587                  N/A                   18,776     
Shares redeemed
                      (69,301,288 )                 (1,503,377,696 )                 (86,710,828 )                 (1,824,200,480 )    
Net decrease
                      (49,101,425 )              $ (1,074,054,311 )                 (57,181,323 )              $ (1,216,685,164 )    
Retail Class
                                                                                         
Shares sold
                      1,334,628               $ 17,100,586                  1,664,283               $ 21,578,354     
Shares issued in connection with reinvestments of dividends
                      1,831,134                  22,046,854                  2,402,931                  30,324,988     
Proceeds from short-term redemption fees
                      N/A                   820                   N/A                   2,358     
Shares redeemed
                      (5,942,387 )                 (76,228,158 )                 (9,517,253 )                 (122,880,872 )    
Net decrease
                      (2,776,625 )              $ (37,079,898 )                 (5,450,039 )              $ (70,975,172 )    
 

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2017 and 2016. Specifically:

During the year ended October 31, 2017, 1,541,419 shares of the Retail Class were exchanged for 899,372 shares of Class N valued at $20,147,362.

During the year ended October 31, 2016, 1,785 shares of Class N were exchanged for 2,899 shares of the Retail Class valued at $36,602 and 27,016 shares of the Retail Class were exchanged for 16,684 shares of Class N valued at $354,211.


  

financial statements  october 31, 2017

25

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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). 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.


  

26

 
 


BBH CORE SELECT

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

7.
  Recent Pronouncements.

A.
  Regulation S-X. In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The changes related to Regulation S-X are reflected in the financial statements.

8.
  Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 2017 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.


  

financial statements  october 31, 2017

27

 
 


BBH CORE SELECT

DISCLOSURE OF FUND EXPENSES
October 31, 2017 (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, 2017 to October 31, 2017).

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.


  

28

 
 


BBH CORE SELECT

DISCLOSURE OF FUND EXPENSES (continued)
October 31, 2017 (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, 2017
     Ending
Account Value
October 31, 2017
     Expenses Paid
During Period
May 1, 2017 to
October 31, 20171
Class N
                                                                     
Actual
                   $ 1,000               $ 1,066               $ 5.21     
Hypothetical2
                   $ 1,000               $ 1,020               $ 5.09     
 
         Beginning
Account Value
May 1, 2017
     Ending
Account Value
October 31, 2017
     Expenses Paid
During Period
May 1, 2017 to
October 31, 20171
Retail Class
                                                                     
Actual
                   $ 1,000               $ 1,065               $ 6.45     
Hypothetical2
                   $ 1,000               $ 1,019               $ 6.31     
 


1   Expenses are equal to the Fund’s annualized expense ratio of 1.00% and 1.24% 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).
2   Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expense ratio for each class of shares is subtracted from the assumed return before expenses.


  

financial statements  october 31, 2017

29

 
 


BBH CORE SELECT

CONFLICTS OF INTEREST
October 31, 2017 (unaudited)

Conflicts of Interest

BBH, including the Investment Adviser, provides discretionary and non-discretionary investment management services and products to corporations, institutions and individual investors throughout the world. As a result, in the ordinary course of its businesses, BBH, including the Investment Adviser, may engage in activities in which its interests or the interests of its clients may conflict with or be adverse to the interests of the Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all investment management clients, including the Fund. BBH, including the Investment Adviser, has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, BBH, including the Investment Adviser, monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH, including the Investment Adviser, has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. The Investment Adviser 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 of interest. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified below 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.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of its investment management services. This section is not, and is not intended to be, a complete enumeration or explanation of all of the potential conflicts of interest that may arise. The Investment Adviser and the Fund has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.


  

30

 
 


BBH CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

Other Clients and Allocation of Investment Opportunities. BBH, including the Investment Adviser. manages funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH, including the Investment Adviser, faces conflicts of interest when it renders investment advisory services to different clients and, from time to time, provides dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and BBH’s Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients managed by BBH. Accordingly, such Other Clients managed by BBH, may produce results that are materially different from those experienced by the Fund. Certain other 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 funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by BBH could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, the investment methods and strategies that the Investment Adviser utilizes in managing the Fund are utilized by BBH, including the Investment Adviser, in managing investments for Other Clients. From time to time, BBH, including the Investment Adviser, establishes, sponsors and is affiliated with other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. 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, because BBH may have an incentive to allocate investment opportunities to certain accounts or funds. 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.

Actual or potential conflicts of interest may also arise when a portfolio manager has management responsibilities to multiple accounts or funds, resulting in unequal commitment of time and attention to the portfolio management of the funds or accounts.

Affiliated Service Providers. 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. BBH acting in its capacity as the


  

financial statements  october 31, 2017

31

 
 


BBH CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser and BBH’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. 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. Allocations of aggregated trades, particularly trade orders that were only partially filled due to limited availability, raise a potential conflict of interest because BBH has an incentive to allocate trades to certain accounts or funds.

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

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


  

32

 
 


BBH CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

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.

Investments in BBH Funds. 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. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have superior performance. BBH, the Investment Adviser and their affiliates providing services to the Fund benefit from additional fees when the Fund is included as an investment by a discretionary investment advisory client.

BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.


  

financial statements  october 31, 2017

33

 
 


BBH CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (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.

Valuation. 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.

Referral Arrangements. 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.

Personal Trading. BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, face conflicts of interest when transacting in securities for their own accounts because they could benefit by trading in the same securities as the Fund, which could have an adverse effect on the Fund.

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business.


  

34

 
 


BBH CORE SELECT

ADDITIONAL FEDERAL TAX INFORMATION
October 31, 2017 (unaudited)

The Fund hereby designates $263,393,355 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 $21,937,123 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the year ended October 31, 2017. In January 2018, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2017. 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, 2017 qualifies for the dividends received deduction available to corporate shareholders.


  

financial statements  october 31, 2017

35

 
 


TRUSTEES AND OFFICERS OF BBH CORE SELECT


(unaudited)
  

Information pertaining to the Trustees and executive officers of the 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 Year
   
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 Trusteeˆ
   
Other Public
Company or
Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Independent Trustees
H. Whitney Wagner
Birth Year: 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 adviser.
    
6
    
None.
Andrew S. Frazier
Birth Year: 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 Year: 1956
    
Trustee
    
Since 2011
    
Partner of Brown Investment Advisory Incorporated, a registered investment adviser.
    
6
    
Chairman of Dillon Trust Company.
John M. Tesoro
Birth Year: 1952
    
Trustee
    
Since 2014
    
Partner, Certified Public Accountant, KPMG LLP (retired in September 2012).
    
6
    
Trustee, Bridge
Builder Trust (8 Funds)
Director; Teton Advisors, Inc.
(a registered
investment adviser).
 


  

36

 
 


TRUSTEES AND OFFICERS OF BBH CORE SELECT


(unaudited)
  

Name, Address
and Birth Year
   
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 Trusteeˆ
   
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 Year: 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).
    
6
    
None.
John A. Gehret+
140 Broadway
New York, NY 10005
Birth Year: 1959
    
Trustee
    
Since 2011
    
Limited Partner of BBH&Co. (2012-present); Director of BBH Luxembourg S.C.A. (since 2012); Director of BBH Trust Company (Cayman) Ltd. (since 2012).
    
6
    
None.
 


  

financial statements  october 31, 2017

37

 
 


TRUSTEES AND OFFICERS OF BBH CORE SELECT


(unaudited)
  

Name, Address
and Birth Year
   
Position(s)
Held with
the Trust
   
Term of
Office and
Length of
Time
Served#
   
Principal Occupation(s) During Past 5 Years
Officers
Jean-Pierre Paquin
140 Broadway
New York, NY 10005
Birth Year: 1973
    
President and Principal Executive Officer
    
Since 2016
    
Partner of BBH&Co. since 2015; joined BBH&Co. in 1996.
Daniel Greifenkamp
140 Broadway
New York, NY 10005
Birth Year: 1969
    
Vice President
    
Since 2016
    
Managing Director of BBH&Co. since 2014; joined BBH&Co. in 2011.
Charles H. Schreiber
140 Broadway
New York, NY 10005
Birth Year: 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 Year: 1959
    
Chief Compliance Officer (“CCO”)
    
Since 2015
    
Senior Vice President of BBH&Co. since September 2015; Executive Director, Counsel, Morgan Stanley Smith Barney LLC (2009-September 2015).
Keith M. Kelley
140 Broadway
New York, NY 10005
Birth Year: 1983
    
Anti-Money Laundering Officer (“AMLO”)
    
Since 2016
    
Vice President of BBH&Co. since February 2016; joined BBH&Co. in 2016; Director, Legal and Compliance, Morgan Stanley Smith Barney LLC (2014-February 2016); Compliance Manager, State Street Corporation (2013-2014); Associate, J.P. Morgan Chase & Co. (2011-2013).


  

38

 
 


TRUSTEES AND OFFICERS OF BBH CORE SELECT


(unaudited)
  

Name, Address
and Birth Year
   
Position(s)
Held with
the Trust
   
Term of
Office and
Length of
Time
Served#
   
Principal Occupation(s) During Past 5 Years
Suzan M. Barron
50 Post Office Square
Boston, MA 02110
Birth Year: 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 Year: 1967
    
Assistant Treasurer
    
Since 2011
    
Vice President of BBH&Co. since 2009.
 


#
  All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). 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.
ˆ
  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, 2017

39

 
 

Administrator
Brown Brothers Harriman & Co.
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
1-800-575-1265
Investment Adviser
Brown Brothers Harriman
   Mutual Fund Advisory
   Department
140 Broadway
New York, NY 10005

To obtain information or make shareholder inquiries:

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

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund.

For more complete information, visit www.bbhfunds.com for a prospectus. You should consider the Fund’s investment objectives, risks, charges and expenses carefully before you invest. Information about these and other important subjects is in the Fund’s prospectus, which you should read carefully before investing.

Opinions, forecasts, and discussions about investment strategies represent Fund management’s views as of the date of this commentary and are subject to change without notice. References to specific securities, asset classes, and financial markets are for illustrative purposes only and are not intended to be, and should not be interpreted as recommendations.

Holdings and allocations are subject to change. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

The Fund files with the Securities and Exchange Commission (“SEC”) a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its 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, without charge, upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE



 
 



Annual Report

OCTOBER 31, 2017



BBH GLOBAL CORE SELECT

 
 


BBH GLOBAL CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE
October 31, 2017

BBH Global Core Select Class N (“Global Core Select” or “the Fund”) appreciated by 20.54%, net of fees, during its fiscal year ending October 31, 2017. During the same twelve-month period, the MSCI World index (“MSCI World”)* returned 22.77%. From inception through October 31, 2017, Global Core Select has returned 7.50% per year while the MSCI World has returned 10.06%.

Global Core Select seeks to provide shareholders with long-term growth of capital and to generate attractive returns over time. Fundamental business analysis and a disciplined valuation framework based on the concept of intrinsic value are the key elements underlying each Global Core Select investment. We look for companies that offer all, or most, of the following business and financial attributes: (i) essential products and services, (ii) loyal customers, (iii) leadership in an attractive market niche or industry, (iv) sustainable competitive advantages, (v) high returns on invested capital, and (vi) strong free cash flow. We believe businesses possessing these traits are favorably positioned to create value for investors through varying economic and market environments. In addition, we seek to invest in companies whose managers have high levels of integrity, are excellent operators, and are good capital allocators. Pursuant to our goal of reducing the risk of permanent capital loss 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.

During fiscal 2017, we added three new companies to the Global Core Select portfolio: Wendel, Heineken Holding, and Lloyds Banking Group. Wendel is a publicly traded French holding company with ownership interests in both listed and non-listed businesses, including a large stake in a leading testing, inspection, and certification company, Bureau Veritas (BV). We view BV as a very strong fit with our investment criteria and it represents the largest component (˜35%) of Wendel’s gross asset value. Wendel has several other competitively advantaged businesses in its portfolio and we admire Wendel’s focus on quality businesses, capital preservation, and long-term growth. Heineken Holding is the family-controlled public company that controls global brewer Heineken, one of the largest global beer producers with key operations in Latin America, Southeast Asia, Africa, the US, and Western Europe. The company owns local brands in individual markets and the Heineken brand globally. We view the local mainstream/premium and global international premium segments as particularly attractive categories of the beer industry with a history of stable volume growth, positive pricing, solid profit margins, and attractive returns on invested capital. Lloyds Banking Group is the leading provider of financial services to both individual and business customers in the U.K. Current management has done a superb job transforming Lloyds into a simple, low-risk, customer-oriented bank. While potential macro-economic weakness in the U.K. related to Brexit presents a risk, we view Lloyds as well positioned for a low- or no-growth


* 
  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

 
 


BBH GLOBAL CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

environment given its industry-leading cost-to-income ratio, high returns, and strong balance sheet. We purchased our positions in all three businesses at 25% or greater discounts to our intrinsic value estimates.

During fiscal 2017 we also briefly owned shares of Rotork, a U.K.-based manufacturer of actuators and other industrial products. We sold our Rotork shares several months after purchasing them due to the unexpected departure of the company’s well-regarded CEO. We exited our positions in seven other companies during the fiscal year: Vermilion Energy, Lundin Petroleum, Schlumberger, Occidental Petroleum, Svenska Handelsbanken, Wal-Mart Stores, and Bed Bath & Beyond. We sold our positions in Lundin, Schlumberger, Occidental, and Vermillion following a comprehensive review of the structure and long-term outlook for the global oil and gas industry. We ultimately determined that changes in technology and oil and gas supply and demand dynamics have made energy companies harder to value and a worse fit with our Core Select investment criteria. We sold our successful investment in Svenska Handelsbanken when its share price reached our estimate of intrinsic value. Handelsbanken is a well-managed and differentiated bank that we would like to own again at the right price.

Wal-Mart had been a holding in Global Core Select since the Fund’s inception and a meaningful positive contributor. Wal-Mart’s shares responded favorably to progress in its e-commerce business and growing recognition of its favorable positioning in a multi-channel retail environment, and we sold our position as the share price reached our estimate of intrinsic value. Bed Bath & Beyond was a less successful retail investment. We reduced our position in Bed Bath & Beyond (BBBY) in February 2017 and subsequently sold our remaining shares in September at a substantial loss. We are very disappointed in this outcome since one of our key goals for Global Core Select is to avoid the permanent loss of capital on each investment. It has become increasingly evident that transitioning organically from a bricks and mortar retailer to a combined store-based/e-commerce retailer is very difficult and costly to execute. With the benefit of hindsight, we underestimated the impact of these changes on BBBY’s financial model and, while the business remains very profitable and cash generative, margins and returns have declined significantly relative to where we believed they would stabilize.

Our largest positive contributors in fiscal 2017 were PayPal, Oracle, and Wendel. PayPal has maintained a pace of very strong revenue and earnings results driven primarily by favorable secular trends toward online and mobile payments that have powered double-digit growth in active users and payment volume. The company’s key business metrics such as payments per user, principal per transaction, overhead expense leverage, and free cash flow conversion also remain very strong. We have been very pleased with the management team’s strategic decisions and operational execution over the last few years as PayPal has not only grown its core ‘payment button’ business, but also broadened its offerings to meet the evolving needs of consumers, merchants, and other players in the payments value chain. Oracle remains a global leader in infrastructure software, as well as an important vendor in the ecosystem of cloud-based software, applications software, hardware and technology services, and the share price has


  

financial statements  october 31, 2017

3

 
 


BBH GLOBAL CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017


responded favorably to improved visibility in respect to Oracle’s business model transition from on-premise software licenses to cloud-based subscriptions. We believe that business attributes such as high customer switching costs, economies of scale, and innovation capabilities should enable Oracle to capitalize on positive secular trends in infrastructure and application software and services. Wendel’s shares rose in response to strong operating performance in both its listed and unlisted subsidiary companies and a meaningful increase in the company’s estimate of its underlying Net Asset Value (NAV) per share. On a consolidated basis, most of the company’s offerings are intermediate products and services that are indispensable components of other companies’ value chains and industrial activities. In our view, the combination of good capital deployment and solid business results should result in substantial long-term value creation for Wendel.

The largest detractors from the Fund’s performance in fiscal 2017 were QUALCOMM, Discovery Communications, and Nielsen. QUALCOMM’s share price declined sharply beginning in January due to legal challenges to its intellectual property licensing model by both the U.S. Federal Trade Commission and Apple, which has halted royalty payments from Apple device manufacturers to QUALCOMM pending resolution of the dispute. As a leader in the development and commercialization of wireless technologies, and with cumulative research and development investments of nearly $40 billion over the last 10 years, QUALCOMM has a large intellectual property (IP) portfolio consisting of tens of thousands of patents that are essential in mobile networks, and manufacturers have freely chosen to reach “portfolio license” agreements with QUALCOMM for usage of the IP. The company has faced similar legal challenges in the past and while there have been occasional setbacks and meaningful fines, recognition of the company’s IP and the validity of its licensing model have endured. However, we are factoring in a range of outcomes in respect to resolution of this case and are reflecting those scenarios in our valuation and position sizing of the investment.

Shares of Nielsen Holdings have come under pressure due to weak operating performance on the “Buy” side of the business as well as growing negative investor sentiment towards the media sector. While the Buy segment of the business is likely to remain challenged in developed markets due to slow growth in the businesses of its primary customers (large consumer products companies), we believe that Nielsen’s migration away from project-based work to a platform-based business will result in a higher-margin business with the potential for broader customer appeal. The “Watch” side of the business, which is essential to the measurement of video consumption and remains the currency by which media companies and advertisers transact, continues to perform well and is a significantly larger contributor to Nielsen’s operating profit. Discovery’s share price has come under significant pressure in response to incremental softness in U.S. video subscriber trends, lower-than-expected operating results in certain international businesses, and skepticism regarding the Company’s announced acquisition of Scripps Networks. While we recognize the challenges faced by cable networks, particularly in the U.S. market, we continue to view Discovery’s core cable networks as resilient businesses that should be able to navigate the changing media landscape based on the proprietary nature of its content and its ability to partner with distributors,


  

4

 
 


BBH GLOBAL CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017


particularly with an expanded portfolio of content following the Scripps acquisition. We have a favorable view of Scripps’ three big networks (HGTV, Food Network, and Travel Channel) and believe that Discovery should be able to realize significant cost and revenue synergies pending the closure of the transaction.

As of October 31, 2017, Global Core Select held positions in 30 companies, with approximately 44% of the assets in the ten largest companies. The Fund ended the fiscal year trading at approximately 88% of our underlying intrinsic value estimates on a weighted-average basis and our cash position was approximately 13%. We view equities broadly as expensive and have remained disciplined in applying our strict valuation approach, trimming positions of holdings that approach intrinsic value and investing where we see strong margins of safety supported by significant discounts to intrinsic value.

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.

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, 2017 as compared to the MSCI World Index.

 


  

financial statements  october 31, 2017

5

 
 


BBH GLOBAL CORE SELECT

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

The annualized gross expense ratios as in the February 28, 2017 prospectus for Class N and Retail Class shares were 1.38% and 2.65%, 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.


  

6

 
 


BBH GLOBAL CORE SELECT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Global Core Select, a series of BBH Trust (the “Trust”), as of October 31, 2017, 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 Trust’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 Trust 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 Trust’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, 2017, 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, 2017, 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.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2017


  

financial statements  october 31, 2017

7

 
 


BBH GLOBAL CORE SELECT

PORTFOLIO ALLOCATION
October 31, 2017

COUNTRY DIVERSIFICATION

         U.S. $ Value
     Percent of
Net Assets
Common Stocks:
                                                 
Canada
                   $ 1,845,334                  1.4 %    
France
                      13,709,859                  10.2     
Germany
                      3,946,908                  2.9     
Ireland
                      3,292,567                  2.5     
Italy
                      4,236,447                  3.2     
Netherlands
                      5,292,535                  3.9     
Switzerland
                      8,304,415                  6.2     
United Kingdom
                      19,855,331                  14.8     
United States
                      57,685,532                  42.9     
Repurchase Agreements
                      12,500,000                  9.3     
Cash and Other Assets in Excess of Liabilities
                      3,686,346                  2.7     
NET ASSETS
                   $ 134,355,274                  100.0 %    
 

All data as of October 31, 2017. The Fund’s country diversification is expressed as a percentage of net assets and may vary over time. The Fund’s country diversification is based on the respective security’s country of incorporation.

SECTOR DIVERSIFICATION

         U.S. $ Value
     Percent of
Net Assets
Common Stocks:
                                                 
Basic Materials
                   $ 12,151,153                  9.0 %    
Communications
                      17,164,625                  12.8     
Consumer Cyclical
                      2,640,064                  2.0     
Consumer Non-Cyclical
                      51,128,777                  38.0     
Diversified
                      6,293,049                  4.7     
Financials
                      12,445,989                  9.3     
Technology
                      16,345,271                  12.2     
Repurchase Agreements
                      12,500,000                  9.3     
Cash and Other Assets in Excess of Liabilities
                      3,686,346                  2.7     
NET ASSETS
                   $ 134,355,274                  100.0 %    
 

All data as of October 31, 2017. 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, 2017

Shares
              Value
                
COMMON STOCKS (88.0%)
                   
                
CANADA (1.4%)
                   
                
FINANCIALS
                   
22,550               
Intact Financial Corp.
         $ 1,845,334     
                
Total Canada
           
1,845,334
    
                
FRANCE (10.2%)
                   
                
COMMUNICATIONS
                   
94,270               
JCDecaux S.A.
            3,608,221     
                
CONSUMER NON-CYCLICAL
                   
40,200               
Sanofi
            3,808,589     
                
DIVERSIFIED
                   
37,300               
Wendel S.A.
            6,293,049     
                
Total France
           
 13,709,859
    
                
GERMANY (2.9%)
                   
                
BASIC MATERIALS
                   
32,400               
Brenntag AG
            1,834,881     
42,400               
Fuchs Petrolub SE
            2,112,027     
                
Total Germany
           
3,946,908
    
                
IRELAND (2.5%)
                   
                
CONSUMER NON-CYCLICAL
                   
40,654               
Perrigo Co., Plc.
            3,292,567     
                
Total Ireland
            3,292,567     
                
ITALY (3.2%)
                   
                
CONSUMER NON-CYCLICAL
                   
528,900               
Davide Campari-Milano SpA
            4,236,447     
                
Total Italy
            4,236,447     
                
NETHERLANDS (3.9%)
                   
                
CONSUMER NON-CYCLICAL
                   
23,900               
Heineken Holding NV
            2,218,637     
52,900               
Unilever NV
            3,073,898     
                
Total Netherlands
           
5,292,535
    


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

financial statements  october 31, 2017

9

 
 


BBH GLOBAL CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Shares
              Value
                
COMMON STOCKS (continued)
                   
                
SWITZERLAND (6.2%)
                   
                
CONSUMER NON-CYCLICAL
                   
29,375               
Nestle SA
         $ 2,473,691     
70,626               
Novartis AG
            5,830,724     
                
Total Switzerland
           
8,304,415
    
                
UNITED KINGDOM (14.8%)
                   
                
COMMUNICATIONS
                   
111,949               
Liberty Global, Plc. (Series C)1
            3,346,156     
                
CONSUMER NON-CYCLICAL
                   
43,139               
Aggreko, Plc.
            536,094     
173,325               
Diageo, Plc.
            5,916,205     
95,425               
Nielsen Holdings, Plc.
            3,537,405     
29,100               
Reckitt Benckiser Group, Plc.
            2,602,283     
                
 
            12,591,987     
                
FINANCIALS
                   
4,320,400               
Lloyds Banking Group, Plc.
            3,917,188     
                
Total United Kingdom
             19,855,331     
                
UNITED STATES (42.9%)
                   
                
BASIC MATERIALS
                   
40,375               
Celanese Corp. (Series A)
            4,211,516     
27,325               
Praxair, Inc.
            3,992,729     
                
 
            8,204,245     
                
COMMUNICATIONS
                   
7,068               
Alphabet, Inc. (Class C)1
            7,185,611     
169,828               
Discovery Communications, Inc. (Class C)1
            3,024,637     
                
 
            10,210,248     
                
CONSUMER CYCLICAL
                   
116,200               
Liberty Interactive Corp. QVC Group (Class A)1
            2,640,064     
                
CONSUMER NON-CYCLICAL
                   
28,285               
FleetCor Technologies, Inc.1
            4,674,662     
58,875               
PayPal Holdings, Inc.1
            4,271,970     
72,949               
Zoetis, Inc.
            4,655,605     
                
 
            13,602,237     
                
FINANCIALS
                   
119,050               
Wells Fargo & Co.
            6,683,467     


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

10

 
 


BBH GLOBAL CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Shares
     Value
 
COMMON STOCKS (continued)
                   
 
UNITED STATES (continued)
                   
 
TECHNOLOGY
                   
44,475
Microsoft Corp.
         $ 3,699,430     
187,325
Oracle Corp.
            9,534,843     
60,988
QUALCOMM, Inc.
            3,110,998     
 
 
            16,345,271     
 
Total United States
            57,685,532     
 
Total Common Stocks (Identified cost $89,825,013)
            118,168,928     
 
Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
REPURCHASE AGREEMENTS (9.3%)
                                                           
$12,500,000               
National Australia Bank, Ltd. (Agreement dated 10/31/17 collateralized by U.S. Treasury Note 1.375%, due 05/31/20, original par $12,790,000, valued at $12,750,000)
            11/01/17                  1.000%               $ 12,500,000     
                
Total Repurchase Agreements
(Identified cost $12,500,000)
                                                    12,500,000     
TOTAL INVESTMENTS (Identified cost $102,325,013)2        97.3%               $ 130,668,928     
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES        2.7%               3,686,346     
NET ASSETS        100.0%             $ 134,355,274     
 


1   Non-income producing security.
2   The aggregate cost for federal income tax purposes is $102,772,204, the aggregate gross unrealized appreciation is $33,050,585 and the aggregate gross unrealized depreciation is $5,153,861, resulting in net unrealized appreciation of $27,896,724.

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, 2017

11

 
 


BBH GLOBAL CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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.

Authoritative guidance establishes three levels of the fair value hierarchy as follows:

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

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.

12

 
 


BBH GLOBAL CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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

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

Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities.

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


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

financial statements  october 31, 2017

13

 
 


BBH GLOBAL CORE SELECT

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2017.

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, 2017
Common Stocks:
                                                                                         
Basic Materials
                   $ 8,204,245               $ 3,946,908               $                $ 12,151,153     
Communications
                      13,556,404                  3,608,221                                    17,164,625     
Consumer Cyclical
                      2,640,064                                                      2,640,064     
Consumer Non-Cyclical
                      20,432,209                  30,696,568                                    51,128,777     
Diversified
                                        6,293,049                                    6,293,049     
Financials
                      8,528,801                  3,917,188                                    12,445,989     
Technology
                      16,345,271                                                      16,345,271     
Repurchase Agreements
                                        12,500,000                                    12,500,000     
Investments, at value
                   $ 69,706,994               $ 60,961,934               $     —                $ 130,668,928     
 


* 
  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, 2017.


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

14

 
 


BBH GLOBAL CORE SELECT

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2017

ASSETS:         
Investments in securities, at value (Identified cost $89,825,013)
                   $ 118,168,928
Repurchase agreements (Identified cost $12,500,000)
                      12,500,000
Cash
                      3,457,558
Foreign currency at value (Identified cost $134)
                      130
Receivables for:
                        
Shares sold
                      321,700
Dividends
                      121,274
Investment advisory and administrative fee waiver reimbursement
                      7,674
Interest
                      347
Prepaid assets
                      863
Total Assets
                      134,578,474
LIABILITIES:
                        
Payables for:
                        
Investment advisory and administrative fees
                      104,263
Professional fees
                      65,400
Shareholder servicing fees
                      21,950
Custody and fund accounting fees
                      6,285
Transfer agent fees
                      5,415
Distributors fees
                      4,842
Shares redeemed
                      3,270
Board of Trustees’ fees
                      141
Accrued expenses and other liabilities
                      11,634
Total Liabilities
                      223,200
NET ASSETS
                   $ 134,355,274
Net Assets Consist of:
                        
Paid-in capital
                   $ 103,448,758
Undistributed net investment income
                      496,880
Accumulated net realized gain on investments in securities and foreign exchange transactions
                      2,065,858
Net unrealized appreciation/(depreciation) on investments in securities and foreign currency translations
                      28,343,778
Net Assets
                   $ 134,355,274
NET ASSET VALUE AND OFFERING PRICE PER SHARE
                        
CLASS N SHARES
                        
($130,462,881 ÷ 9,797,176 shares outstanding)
                 $13.32
RETAIL CLASS SHARES
                        
($3,892,393 ÷ 294,035 shares outstanding)
                 $13.24
 


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

financial statements  october 31, 2017

15

 
 


BBH GLOBAL CORE SELECT

STATEMENT OF OPERATIONS
For the year ended October 31, 2017

NET INVESTMENT INCOME:
                             
Income:
                             
Dividends (net of foreign withholding taxes of $125,730)
                   $ 2,021,948     
Interest income
                      43,575     
Total Income
                      2,065,523     
Expenses:
                             
Investment advisory and administrative fees
                      1,158,801     
Shareholder servicing fees
                      243,958     
Professional fees
                      73,905     
Board of Trustees’ fees
                      54,543     
Custody and fund accounting fees
                      39,091     
Transfer agent fees
                      31,741     
Distributors fees
                      27,630     
Miscellaneous expenses
                      65,392     
Total Expenses
                      1,695,061     
Investment advisory and administrative fee waiver
                      (145,914 )    
Expense offset arrangement
                      (14,993 )    
Net Expenses
                      1,534,154     
Net Investment Income
                      531,369     
NET REALIZED AND UNREALIZED GAIN:
                             
Net realized gain on investments in securities
                      2,883,752     
Net realized gain on foreign exchange transactions
                      1,571     
Net realized gain on investments in securities and foreign exchange transactions and translations
                      2,885,323     
Net change in unrealized appreciation/(depreciation) on investments in securities
                      19,189,794     
Net change in unrealized appreciation/(depreciation) on foreign currency translations
                      2,920     
Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations
                      19,192,714     
Net Realized and Unrealized Gain
                      22,078,037     
Net Increase in Net Assets Resulting from Operations
                   $ 22,609,406     
 


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

16

 
 


BBH GLOBAL CORE SELECT

STATEMENT OF CHANGES IN NET ASSETS
  

         For the years ended October 31,
    
         2017
     2016
INCREASE (DECREASE) IN NET ASSETS:
                                                 
Operations:
                                                 
Net investment income
                   $ 531,369               $ 644,900     
Net realized gain on investments in securities and foreign exchange transactions and translations
                      2,885,323                  289,452     
Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations
                      19,192,714                  (2,249,925 )    
Net increase (decrease) in net assets resulting from operations
                      22,609,406                  (1,315,573 )    
Dividends and distributions declared:
                                                 
From net investment income:
                                                 
Class N
                      (593,082 )                 (634,126 )    
Retail Class
                      (10,877 )                 (14,668 )    
From net realized gains:
                                                 
Class N
                                        (675,503 )    
Retail Class
                                        (22,680 )    
Total dividends and distributions declared
                      (603,959 )                 (1,346,977 )    
Share transactions:
                                                 
Proceeds from sales of shares
                      10,904,266                  12,490,720 *    
Net asset value of shares issued to shareholders for reinvestment of dividends and distributions
                      480,926                  1,305,720     
Proceeds from short-term redemption fees
                                        297      
Cost of shares redeemed
                      (11,071,494 )                 (35,196,533 )*    
Net increase (decrease) in net assets resulting from share transactions
                      313,698                  (21,399,796 )    
Total increase (decrease) in net assets
                      22,319,145                  (24,062,346 )    
NET ASSETS:
                                                 
Beginning of year
                      112,036,129                  136,098,475     
End of year (including undistributed net investment income of $496,880 and $567,899, respectively)
                   $ 134,355,274               $ 112,036,129     
 


* 
  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, 2017

17

 
 


BBH GLOBAL CORE SELECT

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

            

  
  For the
period from
March 28, 2013
(commencement
of operations) to
October 31, 2013  
         For the years ended October 31,     
         2017      2016      2015      2014     
Net asset value, beginning
of period
                   $ 11.11               $ 11.37               $ 11.27               $ 10.99               $ 10.00     
Income from investment operations:
                                                                                                             
Net investment income1
                      0.05                  0.06                  0.06                  0.12                  0.03     
Net realized and unrealized gain (loss)
                      2.22                  (0.18)                  0.30                  0.21                  0.96     
Total income (loss) from investment operations
                      2.27                  (0.12)                  0.36                  0.33                  0.99     
Less dividends and distributions:
                                                                                                             
From net investment income
                      (0.06)                  (0.07)                  (0.13)                  (0.02)                       
From net realized gains
                                        (0.07)                  (0.13)                  (0.03)                       
Total dividends and distributions
                      (0.06)                  (0.14)                  (0.26)                  (0.05)                       
Short-term redemption fees1
                                        0.00 2                                   0.00 2                      
Net asset value, end of period
                      13.32               $ 11.11               $ 11.37               $ 11.27               $ 10.99     
Total return
                      20.54 %                 (1.06) %             3.27 %                 3.01 %                 9.90 %3    
Ratios/Supplemental data:
                                                                                                             
Net assets, end of period (in millions)
                   $ 130                $ 108                $ 132                $ 127                $ 88      
Ratio of expenses to average net assets before reductions
                      1.36 %                 1.38 %                 1.31 %                 1.32 %                 1.87 %4    
Fee waiver
                      0.10 %5                 0.13 %5                 0.05 %5                 0.07 %5                 0.61 %4,5    
Expense offset arrangement
                      0.01 %                 0.01 %                 0.01 %                 0.00 %6                 0.01 %4    
Ratio of expenses to average net assets after reductions
                      1.25 %                 1.24 %                 1.25 %                 1.25 %                 1.25 %4    
Ratio of net investment income to average net assets
                      0.44 %                 0.58 %                 0.55 %                 1.01 %                 0.50 %4    
Portfolio turnover rate
                      23 %                 19 %                 31 %                 40 %                 6 %7    
 


1   Calculated using average shares outstanding for the period.
2   Less than $0.01.
3   Not annualized.
4   Annualized. 
5   The ratio of expenses to average net assets for the years ended October 31, 2017, 2016, 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 of 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, 2018. For the years ended October 31, 2017, 2016, 2015 and 2014 and the period ended October 31, 2013, the waived fees were $110,626, $146,074, $74,640, $90,671 and $152,928, respectively.
6   Less than 0.01%.
7   Represents 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

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

         

 
  For the
period from
April 2, 2013
(commencement
of operations) to
October 31, 2013
         For the years ended October 31,       
        

2017
     2016      2015      2014     
Net asset value, beginning
of period
                   $ 11.05               $ 11.31               $ 11.24               $ 10.98               $ 10.00     
Income from investment operations:
                                                                                                             
Net investment income1
                      0.02                  0.04                  0.03                  0.07                  0.00 2    
Net realized and unrealized gain (loss)
                      2.20                  (0.18)                  0.29                  0.22                  0.98     
Total income (loss) from investment operations
                      2.22                  (0.14)                  0.32                  0.29                  0.98     
Less dividends and distributions:
                                                                                                             
From net investment income
                      (0.03)                  (0.05)                  (0.12)                  (0.01)                       
From net realized gains
                                        (0.07)                  (0.13)                  (0.03)                       
Total dividends and distributions
                      (0.03)                  (0.12)                  (0.25)                  (0.04)                       
Short-term redemption fees1
                                                                            0.01                  0.00 2    
Net asset value, end of period
                      13.24               $ 11.05               $ 11.31               $ 11.24               $ 10.98     
Total return
                      20.18 %                 (1.25) %               2.98 %                 2.70 %                 9.80 %3    
Ratios/Supplemental data:
                                                                                                             
Net assets, end of period (in millions)
                   $ 4                $ 4                $ 4                $ 2                $ 2      
Ratio of expenses to average net assets before reductions
                      2.44 %                 2.65 %                 2.93 %                 3.36 %                 4.88 %4    
Fee waiver
                      0.93 %5                 1.14 %5                 1.43 %5                 1.86 %5                 3.37 %4,5    
Expense offset arrangement
                      0.01 %                 0.01 %                 0.00 %6                 0.00 %6                 0.01 %4    
Ratio of expenses to average net assets after reductions
                      1.50 %                 1.50 %                 1.50 %                 1.50 %                 1.50 %4    
Ratio of net investment income to average net assets
                      0.20 %                 0.32 %                 0.29 %                 0.61 %                 0.02 %4    
Portfolio turnover rate
                      23 %                 19 %                 31 %                 40 %                 6 %7    
 


1   Calculated using average shares outstanding for the period.
2   Less than $0.01.
3   Not annualized.
4   Annualized. 
5   The ratio of expenses to average net assets for the years ended October 31, 2017, 2016, 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 of 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, 2018. For the years ended October 31, 2017, 2016, 2015 and 2014 and the period ended October 31, 2013, the waived fees were $35,288, $40,663, $41,058, $41,099 and $17,913, respectively.
6   Less than 0.01%.
7   Represents 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, 2017

19

 
 


BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS
October 31, 2017

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, 2017 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 (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 adjust the observed values of 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.


  

20

 
 


BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS (continued)
October 31, 2017

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 are recorded as a reduction of cost of investments. Distributions received on securities that represent a capital gain are recorded 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.


  

financial statements  october 31, 2017

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BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS (continued)
October 31, 2017

The Fund’s repurchase agreements as of October 31, 2017 are shown on a gross basis and the required disclosures under Accounting Standards Update (“ASU”) 2013-01 are shown in the Portfolio of Investments. Repurchase agreements are subject to credit risks.

E.
  Foreign Currency Translations. The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange of such currency against the U.S. dollar to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. Upon the purchase or sale of a security 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 and foreign exchange transactions and translations and net change in unrealized appreciation or depreciation on investments in securities and foreign currency translations. 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.


  

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BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS (continued)
October 31, 2017


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, 2017, 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, 2017, 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 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 $593,082 and $10,877 to Class N and Retail Class shareholders, respectively, during the year ended October 31, 2017. 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 years ended October 31, 2017 and 2016 was as follows:

Distributions paid from:
         Ordinary
income
     Net
long-term
capital gain
     Total taxable
distributions
     Tax return
of capital
     Total
distributions
paid
2017:
                   $ 603,959               $                $ 603,959               $   —                $ 603,959     
2016:
                      648,794                  698,183                  1,346,977                                    1,346,977     
 


  

financial statements  october 31, 2017

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BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS (continued)
October 31, 2017

As of October 31, 2017 and 2016, 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
     Book
unrealized
appreciation/
(depreciation)
     Total
accumulated
earnings /
(deficit)
2017:
                   $ 1,374,478               $ 1,635,451               $ 3,009,929                                 $ (447,191 )              $ 28,343,778               $ 30,906,516     
2016:
                      567,899                                    567,899                                    (772,531 )                 9,151,064                  8,946,432     
 

The Fund did not have a net capital loss carryforward at October 31, 2017.

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.

H.
  Use of Estimates. The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increase and decrease in net assets from operations 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, portfolio management and 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% on the first $3,000,000,000 of the Fund’s average daily net assets and 0.90% per annum on the Fund’s average daily net assets over $3,000,000,000. For the year ended October 31, 2017, the Fund incurred $1,158,801 under the Agreement.


  

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BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS (continued)
October 31, 2017

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, 2018, 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, 2017, the Investment Adviser waived fees in the amount of $110,626 and $35,288 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 0.20% of Class N and Retail Class shares’ average daily net assets. For the year ended October 31, 2017, the Fund incurred shareholder servicing fees in the amount of $236,354 and $7,604 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 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, 2017, Retail Class shares of the Fund incurred $9,508 for Distribution (12b-1) Fees. This amount is presented under line item “Distributors fees” in the Statement of Operations.
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, 2017, the Fund incurred $39,091 in custody and fund accounting fees. These fees for the Fund were reduced by $14,993 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.


  

financial statements  october 31, 2017

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BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS (continued)
October 31, 2017

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, 2017, was $0.

F.
  Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the year ended October 31, 2017, the Fund incurred $54,543 in independent Trustee compensation and reimbursements.
4.
  Investment Transactions. For the year ended October 31, 2017, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $26,574,123 and $31,153,777, respectively.
5.
  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, 2017
     For the year ended
October 31, 2016
Shares      Dollars      Shares      Dollars
Class N
                                                                          
Shares sold
       891,299               $ 10,859,908                  1,128,001               $ 12,396,138     
Shares issued in connection with reinvestments of dividends
       41,531                  470,955                  117,195                  1,271,563     
Proceeds from short-term
redemption fees
       N/A                                     N/A                   297      
Shares redeemed
       (901,051 )                 (10,675,842 )                 (3,124,991 )                 (35,007,891 )    
Net increase (decrease)
       31,779               $ 655,021                  (1,879,795 )              $ (21,339,893 )    
Retail Class
                                                                          
Shares sold
       3,632               $ 44,358                  8,626               $ 94,582     
Shares issued in connection with reinvestments of dividends
       882                   9,971                  3,160                  34,157     
Shares redeemed
       (31,411 )                 (395,652 )                 (17,195 )                 (188,642 )    
Net decrease
       (26,897 )              $ (341,323 )                 (5,409 )              $ (59,903 )    
 


  

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BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS (continued)
October 31, 2017

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2017 and 2016, specifically:

During the year ended 2016, 1,966 shares of class R were exchanged for 1,956 shares of class N valued at $22,377.

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). 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 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.


  

financial statements  october 31, 2017

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BBH GLOBAL CORE SELECT

NOTES TO FINANCIALS STATEMENTS (continued)
October 31, 2017

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.
  Recent Pronouncements.
A.
  Regulation S-X. In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The changes related to Regulation S-X are reflected in the financial statements.
8.
  Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 2017 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.


  

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BBH GLOBAL CORE SELECT

DISCLOSURE OF FUND EXPENSES
October 31, 2017 (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, 2017 to October 31, 2017).

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, 2017

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BBH GLOBAL CORE SELECT

DISCLOSURE OF FUND EXPENSES (continued)
October 31, 2017 (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, 2017
     Ending
Account Value
October 31, 2017
     Expenses Paid
During Period
May 1, 2017
to October 31, 20171
Class N
                                                                     
Actual
                   $ 1,000               $ 1,090               $ 6.58     
Hypothetical2
                   $ 1,000               $ 1,019               $ 6.36     
 
         Beginning
Account Value
May 1, 2017
     Ending
Account Value
October 31, 2017
     Expenses Paid
During Period
May 1, 2017
to October 31, 20171
Retail Class
                                                                     
Actual
                   $ 1,000               $ 1,088               $ 7.89     
Hypothetical2
                   $ 1,000               $ 1,018               $ 7.63     
 


1   Expenses are equal to the Fund’s annualized expense ratio of 1.25% and 1.50% for Class N and Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
2   Assumes 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.


  

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BBH GLOBAL CORE SELECT

CONFLICTS OF INTEREST
October 31, 2017 (unaudited)

Conflicts of Interest

BBH, including the Investment Adviser, provides discretionary and non-discretionary investment management services and products to corporations, institutions and individual investors throughout the world. As a result, in the ordinary course of its businesses, BBH, including the Investment Adviser, may engage in activities in which its interests or the interests of its clients may conflict with or be adverse to the interests of the Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all investment management clients, including the Fund. BBH, including the Investment Adviser, has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, BBH&Co, including the Investment Adviser, monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH, including the Investment Adviser, has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. The Investment Adviser 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 of interest. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified below 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.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of its investment management services. This section is not, and is not intended to be, a complete enumeration or explanation of all of the potential conflicts of interest that may arise. The Investment Adviser and the Fund has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.


  

financial statements  october 31, 2017

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BBH GLOBAL CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

Other Clients and Allocation of Investment Opportunities. BBH, including the Investment Adviser. manages funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH, including the Investment Adviser, faces conflicts of interest when it renders investment advisory services to different clients and, from time to time, provides dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and BBH’s Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients managed by BBH. Accordingly, such Other Clients managed by BBH may produce results that are materially different from those experienced by the Fund. Certain other 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 funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by BBH& Co. could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, the investment methods and strategies that the Investment Adviser utilizes in managing the Fund are utilized by BBH, including the Investment Adviser, in managing investments for Other Clients. From time to time, BBH, including the Investment Adviser, establishes, sponsors and is affiliated with other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because BBH may have an incentive to allocate investment opportunities to certain accounts or funds. 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.

Actual or potential conflicts of interest may also arise when a portfolio manager has management responsibilities to multiple accounts or funds, resulting in unequal commitment of time and attention to the portfolio management of the funds or accounts.


  

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BBH GLOBAL CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

Affiliated Service Providers. 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. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser and BBH’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. 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. Allocations of aggregated trades, particularly trade orders that were only partially filled due to limited availability, raise a potential conflict of interest because BBH has an incentive to allocate trades to certain accounts or funds.

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


  

financial statements  october 31, 2017

33

 
 


BBH GLOBAL CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

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.

Investments in BBH Funds. 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.


  

34

 
 


BBH GLOBAL CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

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. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have superior performance. BBH, the Investment Adviser and their affiliates providing services to the Fund benefit from additional fees when the Fund is included as an investment by a discretionary investment advisory client.

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.

Valuation. 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.

Referral Arrangements. 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.


  

financial statements  october 31, 2017

35

 
 


BBH GLOBAL CORE SELECT

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

Personal Trading. BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, face conflicts of interest when transacting in securities for their own accounts because they could benefit by trading in the same securities as the Fund, which could have an adverse effect on the Fund.

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business.


  

36

 
 


BBH GLOBAL CORE SELECT

ADDITIONAL FEDERAL TAX INFORMATION
October 31, 2017 (unaudited)

Under Section 854(b)(2) of the Internal Revenue Code (the “Code”), the Fund designates up to a maximum of $603,959 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the year ended October 31, 2017. In January 2018, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2017. 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, 2017 qualifies for the dividends received deduction available to corporate shareholders.


  

financial statements  october 31, 2017

37

 
 


TRUSTEES AND OFFICERS OF BBH GLOBAL CORE SELECT

(unaudited)
  

Information pertaining to the Trustees and executive officers of the 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 Year


   

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 Trusteeˆ
   
Other Public
Company or Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Independent Trustees
H. Whitney Wagner
Birth Year: 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 adviser.
    
6
    
None.
Andrew S. Frazier
Birth Year: 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 Year: 1956
              
Trustee
    
Since 2011
    
Partner of Brown Investment Advisory Incorporated, a registered investment adviser.
    
6
    
Chairman of Dillon Trust Company.
John M. Tesoro
Birth Year: 1952
              
Trustee
    
Since 2014
    
Partner, Certified Public Accountant, KPMG LLP (retired in September 2012).
    
6
    
Trustee, Bridge
Builder Trust (8 Funds)
Director; Teton Advisors, Inc. (a registered
investment adviser).
 


  

38

 
 


TRUSTEES AND OFFICERS OF BBH GLOBAL CORE SELECT

(unaudited)
  

Name, Address
and Birth Year


   

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 Trusteeˆ
   
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 Year: 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).
    
6
    
None.
John A. Gehret+
140 Broadway
New York, NY 10005
Birth Year: 1959
              
Trustee
    
Since 2011
    
Limited Partner of BBH&Co. (2012-present); Director of BBH Luxembourg S.C.A. (since 2012); Director of BBH Trust Company (Cayman) Ltd. (since 2012).
    
6
    
None.
 


  

financial statements  october 31, 2017

39

 
 


TRUSTEES AND OFFICERS OF BBH GLOBAL CORE SELECT

(unaudited)
  

Name, Address
and Birth Year
   
Position(s)
Held with
the Trust
   
Term of
Office and
Length of
Time
Served#
   
Principal Occupation(s) During Past 5 Years
Officers
Jean-Pierre Paquin
140 Broadway
New York, NY 10005
Birth Year: 1973
    
President and Principal Executive Officer
    
Since 2016
    
Partner of BBH&Co. since 2015; joined BBH&Co. in 1996.
Daniel Greifenkamp
140 Broadway
New York, NY 10005
Birth Year: 1969
    
Vice President
    
Since 2016
    
Managing Director of BBH&Co. since 2014; joined BBH&Co. in 2011.
Charles H. Schreiber
140 Broadway
New York, NY 10005
Birth Year: 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 Year: 1959
    
Chief Compliance Officer (“CCO”)
    
Since 2015
    
Senior Vice President of BBH&Co. since September 2015; Executive Director, Counsel, Morgan Stanley Smith Barney LLC (2009-September 2015).
Keith M. Kelley
140 Broadway
New York, NY 10005
Birth Year: 1983
    
Anti-Money Laundering Officer (“AMLO”)
    
Since 2016
    
Vice President of BBH&Co. since February 2016; joined BBH&Co. in 2016; Director, Legal and Compliance, Morgan Stanley Smith Barney LLC (2014-February 2016); Compliance Manager, State Street Corporation (2013- 2014); Associate, J.P. Morgan Chase & Co. (2011-2013).


  

40

 
 


TRUSTEES AND OFFICERS OF BBH GLOBAL CORE SELECT

(unaudited)
  

Name, Address
and Birth Year
   
Position(s)
Held with
the Trust
   
Term of
Office and
Length of
Time
Served#
   
Principal Occupation(s) During Past 5 Years
Suzan M. Barron
50 Post Office Square
Boston, MA 02110
Birth Year: 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 Year: 1967
    
Assistant Treasurer
    
Since 2011
    
Vice President of BBH&Co. since 2009.
 


#   All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). 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.
ˆ
  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, 2017

41

 
 

Administrator
Brown Brothers Harriman & Co.
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
1-800-575-1265
Investment Adviser
Brown Brothers Harriman
   Mutual Fund Advisory
   Department
140 Broadway
New York, NY 10005
 

To obtain information or make shareholder inquiries:

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

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund.

For more complete information, visit www.bbhfunds.com for a prospectus. You should consider the Fund’s investment objectives, risks, charges and expenses carefully before you invest. Information about these and other important subjects is in the Fund’s prospectus, which you should read carefully before investing.

Opinions, forecasts, and discussions about investment strategies represent Fund management’s views as of the date of this commentary and are subject to change without notice. References to specific securities, asset classes, and financial markets are for illustrative purposes only and are not intended to be, and should not be interpreted as recommendations.

Holdings and allocations are subject to change. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

The Fund files with the Securities and Exchange Commission (“SEC”) a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its 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, without charge, upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE



 
 

Annual Report

OCTOBER 31, 2017



BBH PARTNER FUND – INTERNATIONAL EQUITY FUND
(FORMERLY BBH INTERNATIONAL EQUITY FUND)

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE
October 31, 2017

For the 12-month period ended October 31, 2017, the BBH Partner Fund – International Equity (the “Fund” or “BBH International”) Class I Shares returned 18.51% net of fees. The Fund’s benchmark, the MSCI Europe, Australasia Far East Index (the “EAFE”), returned 23.44% over the same period. For the five years ending October 31, 2017, BBH International has returned 7.47% per year while the MSCI EAFE has increased 8.53%.

From 2004 to February 2017, the Fund was sub-advised by two managers who employed distinct investment styles. One sub-adviser, Mondrian Investment Partners Limited (“Mondrian”), employed a value strategy while the other, Walter Scott & Partners Limited (“Walter Scott”), employed a growth strategy. In 2017, the Fund made key changes to the management of the strategy. Effective February 24, 2017, the Fund manager transitioned assets from previous sub-advisers, Mondrian and Walter Scott, to Select Equity Group (“SEG”) as the sole sub-adviser.

Select Equity Group invests in a concentrated portfolio of predominantly non-U.S. domiciled businesses that are deemed to be “Select Equity pedigree”. Select Equity seeks to identify great businesses with enduring franchise value — those with steady predictable growth, high returns on capital and well-established. The key criteria used to evaluate a company are:

n Predictable Growth: SEG typically looks for businesses that have the potential to grow earnings per share and free cash flow at a double-digit rate per year throughout the cycle. Additionally, the team prefers companies that they believe can achieve this growth in a highly predictable and sustainable manner.

n Strong Returns on Invested Capital (ROIC): The team looks for companies that have strong ROICs, better than average returns on assets, etc. that are achieved through having strong and growing margins and low capital intensity.

n Defensible Competitive Moat(s): The team spends most of their time assessing the nature of a company’s “moat”. Companies with strong moats and/or natural barriers to entry that protect a company’s competitive advantage enable continued earnings per share and ROIC growth.

n Capital Stewardship: Strong management teams with good capital allocation skills are essential to perpetuating the above characteristics of a company.

SEG believes that, with patience, the market may provide an attractive opportunity to invest at what the investment team deems a fair valuation. The Firm has maintained a research-intensive, value-based approached to investing in high-quality businesses.

Over the trailing twelve-month period, the Fund underperformed its benchmark primarily due to an overweight position to cash and individual security performance from the following holdings: Dentsu Inc., Grupo Televisa SAB and WPP PLC. The largest contributors to 12-month performance include: Adidas AG, Baidu Inc. and Amadeus IT.


2

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

Growth of $10,000 Invested in BBH International Equity

The graph below illustrates the hypothetical investment of $10,0001 in the Class I shares of the Fund (Effective February 24, 2017, the Fund’s Class N shares were converted into Class I shares) over the ten years ended October 31, 2017 as compared to the MSCI EAFE.


 
 

The annualized gross expense ratio as in the February 28, 2017 prospectus for Class I shares was 0.70%.

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


financial statements  october 31, 2017

3

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    

To the Trustees of the BBH Trust and Shareholders of BBH Partner Fund —
International Equity (formerly BBH International Equity Fund):

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Partner Fund — International Equity (formerly BBH International Equity Fund), a series of BBH Trust (the “Trust”), as of October 31, 2017, 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 Trust’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 Trust 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 Trust’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, 2017, 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 Partner Fund — International Equity as of October 31, 2017, 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.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2017


4

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO ALLOCATION
October 31, 2017

COUNTRY DIVERSIFICATION

         U.S. $ Value
     Percent of
Net Assets
Common Stocks:
                                                 
Bermuda
                   $ 10,378,859                  0.7 %    
Brazil
                      16,523,879                  1.2     
Canada
                      93,677,646                  6.6     
Cayman Islands
                      28,382,175                  2.0     
Denmark
                      19,199,626                  1.3     
France
                      203,785,006                  14.3     
Germany
                      120,759,065                  8.5     
Hong Kong
                      63,618,800                  4.5     
Ireland
                      24,504,218                  1.7     
Israel
                      22,180,684                  1.5     
Italy
                      21,659,471                  1.5     
Japan
                      124,256,726                  8.7     
Jersey
                      25,185,303                  1.8     
Mexico
                      30,999,130                  2.2     
Spain
                      50,968,123                  3.6     
Switzerland
                      186,778,960                  13.1     
United Kingdom
                      134,221,232                  9.4     
Registered Investment Companies:
                                                 
United States
                      219,300,000                  15.4     
Cash and Other Assets in Excess of Liabilities
                      29,162,907                  2.0     
NET ASSETS
                   $ 1,425,541,810                  100.0 %    
 

All data as of October 31, 2017. The Fund’s country diversification is expressed as a percentage of net assets and may vary over time. The Fund’s country diversification is derived from the respective security’s country of incorporation.


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

financial statements  october 31, 2017

5

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO ALLOCATION (continued)
October 31, 2017


SECTOR DIVERSIFICATION

         U.S. $ Value
    
Percent of
Net Assets
Common Stocks:
                                                 
Basic Materials
                   $ 66,579,573                  4.7 %    
Communications
                      100,744,305                  7.1     
Consumer Cyclical
                      297,172,399                  20.8     
Consumer Non-Cyclical
                      250,830,793                  17.6     
Financials
                      209,964,567                  14.7     
Industrials
                      161,192,977                  11.3     
Technology
                      90,594,289                  6.4     
Registered Investment Companies
                      219,300,000                  15.4     
Cash and Other Assets in Excess of Liabilities
                      29,162,907                  2.0     
NET ASSETS
                   $ 1,425,541,810                  100.0 %    


All data as of October 31, 2017. The Fund’s sector diversification is expressed as a percentage of net assets and may vary over time.


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

6

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO OF INVESTMENTS
October 31, 2017

Shares/
Units
              Value
                
COMMON STOCKS (82.6%)
                   
                
BERMUDA (0.7%)
                   
                
CONSUMER NON-CYCLICAL
                   
243,578               
IHS Markit, Ltd.1
         $    10,378,859     
                
Total Bermuda
           
10,378,859
    
 
                
BRAZIL (1.2%)
                   
                
CONSUMER NON-CYCLICAL
                   
2,585,829               
Ambev SA
            16,523,879     
                
Total Brazil
           
16,523,879
    
 
                
CANADA (6.6%)
                   
                
CONSUMER CYCLICAL
                   
509,647               
Alimentation Couche-Tard, Inc. (Class B)
            23,924,063     
                 
                
FINANCIALS
                   
929,269               
Brookfield Asset Management, Inc. (Class A)
            38,973,542     
                 
                
INDUSTRIALS
                   
177,321               
Canadian Pacific Railway, Ltd.1
            30,780,041     
                
Total Canada
           
93,677,646
    
 
                
CAYMAN ISLANDS (2.0%)
                   
                
COMMUNICATIONS
                   
116,349               
Baidu, Inc. ADR1
            28,382,175     
                
Total Cayman Islands
           
28,382,175
    
 
                
DENMARK (1.3%)
                   
                
CONSUMER NON-CYCLICAL
                   
218,335               
Coloplast AS (Class B)
            19,199,626     
                
Total Denmark
           
19,199,626
    
 
                
FRANCE (14.3%)
                   
                
BASIC MATERIALS
                   
438,541               
Air Liquide SA
            55,858,381     
                 
                
CONSUMER CYCLICAL
                   
108,249               
LVMH Moet Hennessy Louis Vuitton SE
            32,307,325     
168,334               
Sodexo SA
            21,429,250     
                
 
            53,736,575     


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

financial statements  october 31, 2017

7

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Shares/
Units
              Value
                
COMMON STOCKS (continued)
                   
                
FRANCE (continued)
                   
                
CONSUMER NON-CYCLICAL
                   
148,107               
Essilor International SA
         $    18,760,576     
                 
                
INDUSTRIALS
                   
272,548               
Safran SA1
            28,719,080     
                 
                
TECHNOLOGY
                   
271,165               
Capgemini SE
            32,973,361     
129,318               
Dassault Systemes SE
            13,737,033     
                
 
            46,710,394     
 
                
Total France
           
203,785,006
    
 
                
GERMANY (8.5%)
                   
                
CONSUMER CYCLICAL
                   
208,999               
Adidas AG
            46,512,197     
                 
                
CONSUMER NON-CYCLICAL
                   
630,825               
Fresenius SE & Co. KGaA
            52,697,058     
51,377               
Henkel AG & Co. KGaA (Preference Shares)
            7,211,690     
                
 
            59,908,748     
                
TECHNOLOGY
                   
126,034               
SAP SE
            14,338,120     
                
Total Germany
           
120,759,065
    
 
                
HONG KONG (4.5%)
                   
                
FINANCIALS
                   
8,453,600               
AIA Group, Ltd.
            63,618,800     
 
                
Total Hong Kong
           
63,618,800
    
 
                
IRELAND (1.7%)
                   
                
INDUSTRIALS
                   
649,198               
CRH, Plc.1
            24,504,218     
 
                
Total Ireland
           
24,504,218
    


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

8

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Shares/
Units
              Value
                
COMMON STOCKS (continued)
                   
                
ISRAEL (1.5%)
                   
                
TECHNOLOGY
                   
188,435               
Check Point Software Technologies, Ltd.1
         $    22,180,684     
 
                
Total Israel
           
22,180,684
    
 
                
ITALY (1.5%)
                   
                
CONSUMER CYCLICAL
                   
377,933               
Luxottica Group SpA
            21,659,471     
 
                
Total Italy
           
21,659,471
    
 
                
JAPAN (8.7%)
                   
                
COMMUNICATIONS
                   
968,515               
Dentsu, Inc.
            41,363,000     
                 
                
CONSUMER NON-CYCLICAL
                   
164,900               
Kao Corp.
            9,976,048     
1,255,600               
Seven & i Holdings Co., Ltd.
            50,775,533     
                
 
            60,751,581     
                
INDUSTRIALS
                   
40,000               
Keyence Corp.1
            22,142,145     
 
                
Total Japan
           
124,256,726
    
 
                
JERSEY (1.8%)
                   
                
CONSUMER CYCLICAL
                   
361,212               
Ferguson, Plc.
            25,185,303     
 
                
Total Jersey
           
25,185,303
    
 
                
MEXICO (2.2%)
                   
                
COMMUNICATIONS
                   
1,416,132               
Grupo Televisa SAB ADR
            30,999,130     
                
Total Mexico
           
30,999,130
    


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

financial statements  october 31, 2017

9

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Shares/
Units
              Value
                
COMMON STOCKS (continued)
                   
                
SPAIN (3.6%)
                   
                
CONSUMER CYCLICAL
                   
1,166,441               
Industria de Diseno Textil SA
         $    43,603,032     
                 
                
TECHNOLOGY
                   
108,562               
Amadeus IT Group SA
            7,365,091     
 
                
Total Spain
           
50,968,123
    
 
                
SWITZERLAND (13.1%)
                   
                
BASIC MATERIALS
                   
4,797               
Givaudan SA
            10,721,192     
                 
                
CONSUMER CYCLICAL
                   
289,073               
Cie Financiere Richemont SA
            26,706,271     
                 
                
CONSUMER NON-CYCLICAL
                   
563,392               
Nestle SA
            47,443,673     
                 
                
FINANCIALS
                   
239,486               
Chubb, Ltd.
            36,119,279     
15,959               
Partners Group Holding AG
            10,741,052     
                
 
            46,860,331     
                
INDUSTRIALS
                   
423,221               
ABB, Ltd.
            11,085,131     
251,311               
Kuehne + Nagel International AG1
            43,962,362     
                
 
            55,047,493     
                
Total Switzerland
            186,778,960     
 


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

10

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Shares/
Units
              Value
                
COMMON STOCKS (continued)
                   
                
UNITED KINGDOM (9.4%)
                   
                
CONSUMER CYCLICAL
                   
2,544,437               
Compass Group, Plc.
         $ 55,845,487     
                 
                
CONSUMER NON-CYCLICAL
                   
523,351               
Diageo, Plc.
            17,863,851     
                 
                
FINANCIALS
                   
1,061,557               
Prudential, Plc.
            26,126,785     
6,376,881               
Worldpay Group, Plc.
            34,385,109     
                
            60,511,894     
                
Total United Kingdom
           
134,221,232
    
                
Total Common Stocks
(Identified cost $1,018,934,162)
           
1,177,078,903
    
                
REGISTERED INVESTMENT COMPANIES (15.4%)
                   
219,300,000               
Morgan Stanley Institutional Liquidity Funds –
Treasury Securities Portfolio, Institutional
Share Class
              219,300,000     
                
Total Registered Investment Companies
(Identified cost $219,300,000)
           
219,300,000
    
 
TOTAL INVESTMENTS (Identified cost $1,238,234,162)2
                      98.0 %              $
1,396,378,903
    
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES
                      2.0 %                 29,162,907     
NET ASSETS
                      100.0 %              $ 1,425,541,810     
 


1   Non-income producing security.
2   The aggregate cost for federal income tax purposes is $1,238,335,074, the aggregate gross unrealized appreciation is $184,314,705 and the aggregate gross unrealized depreciation is $26,270,876, resulting in net unrealized appreciation of $158,043,829.

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, 2017

11

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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.

Authoritative guidance establishes three levels of the fair value hierarchy as follows:

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

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.

12

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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, 2017

13

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2017.

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, 2017
Common Stocks:
                                                                                         
Bermuda
                   $ 10,378,859               $                $     —                $ 10,378,859     
Brazil
                                        16,523,879                                    16,523,879     
Canada
                      93,677,646                                                      93,677,646     
Cayman Islands
                      28,382,175                                                      28,382,175     
Denmark
                                        19,199,626                                    19,199,626     
France
                                        203,785,006                                    203,785,006     
Germany
                                        120,759,065                                    120,759,065     
Hong Kong 
                                        63,618,800                                    63,618,800     
Ireland
                                        24,504,218                                    24,504,218     
Israel
                      22,180,684                                                      22,180,684     
Italy
                                        21,659,471                                    21,659,471     
Japan
                                        124,256,726                                    124,256,726     
Jersey
                                        25,185,303                                    25,185,303     
Mexico
                      30,999,130                                                      30,999,130     
Spain
                                        50,968,123                                    50,968,123     
Switzerland
                      36,119,279                  150,659,681                                    186,778,960     
United Kingdom
                                        134,221,232                                    134,221,232     
Registered Investment Companies:
                                                                                         
United States
                      219,300,000                                                      219,300,000     
Investments, at value
                   $ 441,037,773               $ 955,341,130               $                $ 1,396,378,903     
 


* 
  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, 2017.


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

14

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2017

ASSETS:                   
Investments in securities, at value (Identified cost $1,238,234,162)
                   $ 1,396,378,903     
Cash
                      21,499,931     
Foreign currency at value (Identified cost $74,292)
                      74,004     
Receivables for:
                             
Investments sold
                      3,162,057     
Dividends
                      2,981,779     
Shares sold
                      2,374,900     
Prepaid assets
                      8,655     
Total Assets
                      1,426,480,229     
LIABILITIES:
                             
Payables for:
                             
Investment advisory and administrative fees
                      754,523     
Professional fees
                      80,859     
Shares redeemed
                      51,025     
Custody and fund accounting fees
                      33,833     
Distributor fees
                      5,499     
Transfer agent fees
                      4,201     
Accrued expenses and other liabilities
                      8,479     
Total Liabilities
                      938,419     
NET ASSETS
                   $ 1,425,541,810     
Net Assets Consist of:
                             
Paid-in capital
                   $ 1,164,617,981     
Undistributed net investment income
                      8,990,100     
Accumulated net realized gain on investments in securities and foreign exchange transactions
                      93,803,871     
Net unrealized appreciation/(depreciation) on investments in securities and foreign currency translations
                      158,129,858     
Net Assets
                   $ 1,425,541,810     
NET ASSET VALUE AND OFFERING PRICE PER SHARE
                             
CLASS I SHARES
                              
($1,425,541,810 ÷ 85,111,906 shares outstanding)
                  $16.75  
 


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

financial statements  october 31, 2017

15

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

STATEMENT OF OPERATIONS
For the year ended October 31, 2017

NET INVESTMENT INCOME:
                             
Income:
                             
Dividends (net of foreign withholding taxes of $1,841,510) 
                   $ 19,350,024     
Interest income
                      1,602     
Other income
                      32      
Total Income
                      19,351,658     
Expenses:
                             
Investment advisory and administrative fees
                      8,129,325     
Custody and fund accounting fees
                      292,266     
Professional fees
                      125,118     
Board of Trustees’ fees
                      54,441     
Transfer agent fees
                      28,888     
Shareholder servicing fees 
                      28,394     
Distributor fees 
                      28,270     
Miscellaneous expenses 
                      96,406     
Total Expenses
                      8,783,108     
Expense offset arrangement
                      (142,502 )    
Investment advisory and administrative fees waiver
                      (8,095 )    
Net Expenses                       8,632,511     
Net Investment Income
                      10,719,147     
NET REALIZED AND UNREALIZED GAIN:
                             
Net realized gain on investments in securities
                      149,302,631     
Net realized loss on foreign exchange transactions and translations
                      (761,646 )    
Net realized gain on investments in securities and foreign exchange transactions and translations
                      148,540,985     
Net change in unrealized appreciation/(depreciation) on investments in securities
                      40,964,393     
Net change in unrealized appreciation/(depreciation) on foreign currency translations
                      70,310     
Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations
                      41,034,703     
Net Realized and Unrealized Gain
                     
189,575,688
    
Net Increase in Net Assets Resulting from Operations
                   $
200,294,835
    
 


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

16

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

STATEMENTS OF CHANGES IN NET ASSETS
  

         For the years ended October 31,
         2017
     2016
INCREASE IN NET ASSETS:
                                                 
Operations:
                                                 
Net investment income
                   $ 10,719,147               $ 17,588,064     
Net realized gain (loss) on investments in securities and foreign exchange transactions and translations.
                      148,540,985                  (5,920,115 )    
Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations
                      41,034,703                  8,168,515     
Net increase in net assets resulting from operations
                      200,294,835                  19,836,464     
Dividends and distributions declared:
                                                 
From net investment income:
                                                 
Class N*
                      (912,244 )                 (11,418,433 )    
Class I 
                      (20,664,200 )                 (1,321,700 )    
Total dividends and distributions declared
                      (21,576,444 )                 (12,740,133 )    
Share transactions:
                                                 
Proceeds from sales of shares**
                      425,081,311                  884,413,974     
Net asset value of shares issued to shareholders for reinvestment of dividends and distributions
                      1,195,485                  12,671,721     
Proceeds from short-term redemption fees
                      5,129                  4,306     
Cost of shares redeemed**
                      (138,701,031 )                 (677,619,363 )    
Net increase in net assets resulting from share transactions
                      287,580,894                  219,470,639     
Total increase in net assets
                      466,299,285                  226,566,969     
NET ASSETS:
                                                 
Beginning of year
                      959,242,525                  732,675,556     
End of year (including undistributed net investment income of $8,990,100 and $20,024,709, respectively)
                   $
1,425,541,810
              $
959,242,525
    
 


* 
  Effective February 24, 2017 Class N shares were converted into Class I shares.
**
  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, 2017

17

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class I share outstanding throughout each year.

         For the years ended October 31,
    
         2017*
     2016
     2015
     2014
     2013
Net asset value, beginning of year
                   $ 14.46               $ 14.54               $ 15.16               $ 15.43               $ 13.08     
Income from investment operations:
                                                                                                             
Net investment income1
                      0.14                  0.34                  0.26                  0.40                  0.28     
Net realized and unrealized gain (loss)
                      2.47                  (0.14 )                 (0.49 )                 (0.38 )                 2.37     
Total income (loss) from investment operations
                      2.61                  0.20                  (0.23 )                 0.02                  2.65     
Less dividends and distributions:
                                                                                                             
From net investment income
                      (0.32 )                 (0.28 )                 (0.39 )                 (0.29 )                 (0.30 )    
Total dividends and distributions .
                      (0.32 )                 (0.28 )                 (0.39 )                 (0.29 )                 (0.30 )    
Short-term redemption fees1
                     
0.00
2                
0.00
2                
0.00
2                                  
0.00
2    
Net asset value, end of year
                   $ 16.75               $ 14.46               $ 14.54               $ 15.16               $ 15.43     
Total return
                      18.51 %                 1.51 %                 (1.42 )%                 0.21 %                 20.64 %    
Ratios/Supplemental data:
                                                                                                             
Net assets, end of year (in millions).
                   $ 1,426               $ 914                $ 68                $ 86                $ 75      
Ratio of expenses to average net assets before reductions
                      0.74 %                 0.85 %                 0.89 %                 0.90 %                 0.90 %    
Expense offset arrangement
                      0.01 %                 0.00 %3                 0.00 %3                 0.00 %3                 0.00 %3    
Ratio of expenses to average net assets after reductions
                      0.73 %                 0.85 %                 0.89 %                 0.90 %                 0.90 %    
Ratio of net investment income to average net assets
                      0.91 %                 2.41 %                 1.77 %                 2.62 %                 2.01 %    
Portfolio turnover rate
                      130 %                 12 %                 18 %                 15 %                 14 %    
 


* 
  Effective February 24, 2017 Class N shares were converted into Class I shares.
1   Calculated using average shares outstanding for the year.
2   Less than $0.01.
3   Less than 0.01%.


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

18

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS
October 31, 2017

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 June 6, 1997. On February 24, 2017, the name of the Fund was changed from “BBH International Equity Fund” to “BBH Partner Fund – International Equity”. Effective February 24, 2017, the Fund’s Class N shares were converted into Class I shares. The Fund currently offers one class of shares designated as Class I shares. The investment objective of the Fund is long-term maximization of total return, primarily through capital appreciation. As of October 31, 2017, 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 (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 adjust the observed values of 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


  

financial statements  october 31, 2017

19

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017


  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 are recorded as a reduction of cost of investments. Distributions received on securities that represent a capital gain are recorded 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. During the year ended October 31, 2017 the Fund had no open contracts.
E.
  Foreign Currency Translations. The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange of such currency against the U.S. dollar to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. Upon the purchase or sale of a security denominated in foreign currency, the Fund may enter into forward foreign currency exchange contracts for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transaction. Reported net realized gains and losses arise from the sales of portfolio securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. The effect of changes in foreign exchange rates on foreign denominated securities is reflected in the net realized and unrealized gain or loss on investments in securities and foreign exchange transactions and translations and net change in unrealized appreciation or depreciation on investments in securities and foreign


  

20

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017


  currency translations. 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, 2017, 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, 2017, 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


  

financial statements  october 31, 2017

21

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017


prior three years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

G.
  Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $912,244 and $20,664,200 to Class N shares and Class I shares, respectively, during the year ended October 31, 2017. 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 years ended October 31, 2017 and 2016, respectively, were as follows:

Distributions paid from:
         Ordinary
income
     Net
long-term
capital gain
     Total
taxable
distributions
     Tax return
of capital
     Total
distributions
paid
2017:
                   $ 21,576,444                                 $ 21,576,444                                 $ 21,576,444     
2016:
                      12,740,133                                    12,740,133                                    12,740,133     
 

As of October 31, 2017 and 2016, 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
   Book
unrealized
appreciation/
(depreciation)
   Total
accumulated
earnings/
(deficit)
2017:
           $ 17,227,537         $ 85,667,346         $ 102,894,883                     $ (100,912 )        $ 158,129,858         $ 260,923,829   
2016:
              20,493,926                        20,493,926            (46,271,458 )           (7,009,826 )           117,095,155            84,307,797   
 

During the year ended October 31, 2017, the Fund utilized the remaining net capital loss carryforwards in the amount of $45,647,624.

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.


  

22

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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 accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increase and decrease in net assets from operations 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, portfolio management and administrative services to the Fund. BBH employs a “manager-of-managers” investment approach, whereby it allocated the Fund’s assets among the Fund’s sub-advisers, until February 24, 2017, Mondrian Investment Partners Limited and Walter Scott & Partners Limited (together, “Sub-advisers”). Effective February 24, 2017, BBH replaced the Sub-advisers with a sole sub-adviser, Select Equity Group, L.P. (“Select Equity Group” or the “Sub-adviser”). The Sub-advisers are responsible for investing the assets of the Fund and the Investment Adviser oversaw the Sub-advisers and evaluated their performance results. Until February 24, 2017, the Fund’s investment advisory and administrative services fee was 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. Effective February 24, 2017, the Fund’s investment advisory and administrative services fee is calculated daily and paid monthly at an annual rate equivalent to 0.65% per annum on the first $3,000,000,000 of average daily net assets and 0.60% per annum on all average daily net assets over $3,000,000,000. The Investment Adviser pays its Sub-advisers a percentage from its investment advisory and administrative fees. For the year ended October 31, 2017 the Fund incurred $8,129,325 for services under the Agreements.
B.
  Investment Advisory and Administrative Fee Waivers. Effective December 29, 2015 and until February 24, 2017, the Investment Adviser has voluntarily 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


  

financial statements  october 31, 2017

23

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017


  the Fund’s business) of Class N to 1.07%. This was a voluntary waiver that could have been changed at any time at the sole discretion of the Investment Adviser. From November 1, 2016 to February 23, 2017, the Investment Adviser waived fees in the amount of $8,095 for Class N.
C.
  Shareholder Servicing Fees. The Trust had a shareholder servicing agreement with BBH. BBH received 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. From November 1, 2016 to February 23, 2017, Class N shares of the Fund incurred $28,394 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, 2017, the Fund incurred $292,266 in custody and fund accounting fees. These fees for the Fund were reduced by $142,502 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, 2017, was $195. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.
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, 2017, the Fund incurred $54,441 in independent Trustee compensation and expense reimbursements.
4.
  Investment Transactions. For the year ended October 31, 2017, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $1,775,668,033 and $1,504,154,731 respectively.


  

24

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

5.
  Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class I shares of beneficial interest, at no par value. Effective February 24, 2017, the Fund’s Class N shares were converted into Class I shares. Transactions in Class N shares and Class I shares were as follows:
         For the year ended
October 31, 2017
     For the year ended
October 31, 2016
    
         Shares
     Dollars
     Shares
     Dollars
Class N
                                                                                         
Shares sold
                      254,302               $ 3,635,185                  1,338,991               $ 18,817,299     
Shares issued in connection with reinvestments of dividends
                      63,325                  885,747                  836,244                  11,364,561     
Proceeds from short-term redemption fees
                      N/A                                     N/A                   185      
Shares redeemed
                      (3,432,844 )                 (50,037,147 )                 (44,930,525 )                 (607,010,304 )    
Net decrease
                      (3,115,217 )              $ (45,516,215 )                 (42,755,290 )              $ (576,828,259 )    
Class I
                                                                                         
Shares sold
                      27,598,208               $ 421,446,126                  63,509,676               $ 865,596,675     
Shares issued in connection with reinvestments of dividends
                      22,126                  309,738                  96,115                  1,307,160     
Proceeds from short-term redemption fees
                      N/A                   5,129                  N/A                   4,121     
Shares redeemed
                      (5,731,089 )                 (88,663,884 )                 (5,063,173 )                 (70,609,059 )    
Net increase
                      21,889,245               $ 333,097,109                  58,542,618               $ 796,298,897     
 

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2017 and 2016. Specifically:

During the year ended October 31, 2017, 3,299,230 shares of Class N were exchanged for 3,295,030 shares of Class I valued at $48,140,385.

During the year ended October 31, 2016, 42,513,444 shares of Class N were exchanged for 42,481,646 shares of Class I valued at $573,465,047.


  

financial statements  october 31, 2017

25

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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). 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). The Fund may, from time to time, invest in a limited number of issuers. As a result, the appreciation or depreciation of any one security held by the Fund will have a greater impact on the Fund’s net asset value than it would if the Fund invested in a larger number of securities. Although that strategy has the potential to generate attractive returns over time, it also increases the Fund’s volatility and may lead to greater losses (concentrated portfolio holdings 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 derivatives held by the Fund including forwards and futures, may be riskier than other types of investments and may increase the volatility of the Fund (derivatives risk). Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the Fund’s original investment. Derivatives expose the Fund to counter-party risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Because the Fund invests in large cap company securities, it may underperform other funds during periods when the Fund’s large cap securities are out of favor (large cap company 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.


  

26

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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.
  Recent Pronouncements.
A.
  Regulation S-X. In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The changes related to Regulation S-X are reflected in the financial statements.
8.
  Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 2017 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.


  

financial statements  october 31, 2017

27

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

DISCLOSURE OF FUND EXPENSES
October 31, 2017 (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, 2017 to October 31, 2017).

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.


  

28

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

DISCLOSURE OF FUND EXPENSES (continued)
October 31, 2017 (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, 2017
     Ending
Account Value
October 31, 2017
     Expenses Paid
During Period
May 1, 2017
to October 31, 20171
Class I
                                                                     
Actual
                   $ 1,000               $ 1,077               $ 3.61     
Hypothetical2
                   $ 1,000               $ 1,022               $ 3.52     
 


1   Expenses are equal to the Fund’s annualized expense ratio of 0.69% for I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
2   Assumes 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, 2017

29

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

CONFLICTS OF INTEREST
October 31, 2017 (unaudited)

Conflicts of Interest

BBH, including the Investment Adviser, provides discretionary and non-discretionary investment management services and products to corporations, institutions and individual investors throughout the world. As a result, in the ordinary course of its businesses, BBH, including the Investment Adviser, may engage in activities in which its interests or the interests of its clients may conflict with or be adverse to the interests of the Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

The Investment Adviser and the Sub-Adviser have adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser and the Sub-Adviser monitor a variety of areas, including compliance with fund investment guidelines, the investment in only those securities that have been approved for purchase, and compliance with their respective Code of Ethics.

The Trust also manages these conflicts of interest. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified below 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, the Sub-Adviser and the Trust’s chief compliance officer on areas of potential conflict.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH, the Investment Adviser and Sub-Adviser can face in the operation of their respective investment management services. This section is not, and is not intended to be, a complete enumeration or explanation of all of the potential conflicts of interest that may arise. The Investment Adviser, the Sub-Adviser and the Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH, the Investment Adviser, and the Sub-Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH, the Investment Adviser, and the Sub-Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the


  

30

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)


investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other 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 funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser or Sub-Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser and Sub-Adviser, establish, sponsor and are affiliated with other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because the Investment Adviser or Sub-Adviser may have an incentive to allocate investment opportunities to certain accounts or funds. However, the investment Adviser and the Sub-Adviser have implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts they manage with similar investment strategies.

Actual or potential conflicts of interest may also arise when a portfolio manager has management responsibilities to multiple accounts or funds, resulting in unequal commitment of time and attention to the portfolio management of the funds or accounts.

Affiliated Service Providers. 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. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser and BBH’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other accounts managed by the Sub-Adviser. The Sub-Adviser 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.


  

financial statements  october 31, 2017

31

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)


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.

Soft Dollars. The Sub-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 Sub-Adviser’s view, appropriate assistance in the investment decision-making process (including with respect to futures, fixed price offerings and over-the-counter transactions). The use of a broker that provides research and securities transaction services may result in a higher commission than that offered by a broker who does not provide such services. The Sub-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 Fund and other accounts managed by the Sub-Adviser, including in connection with 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 accounts relative to the Fund based on the amount of brokerage commissions paid by the Fund and such other accounts. To the extent that Sub-Adviser 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 the Sub-Adviser 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 the Sub-Adviser.

Investments in BBH Funds. 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. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have


  

32

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)


superior performance. BBH, the Investment Adviser and their affiliates providing services to the Fund benefit from additional fees when the Fund is included as an investment by a discretionary investment advisory client.

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.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Fund’s investments will 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.

Referral Arrangements. 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.

Personal Trading. BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, face conflicts of interest when transacting in securities for their own accounts because they could benefit by trading in the same securities as the Fund, which could have an adverse effect on the Fund. However, the Investment Adviser has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policy and procedures are intended to prevent BBH Partners and employees from trading in the same securities as the Fund.


  

financial statements  october 31, 2017

33

 
 


BBH PARTNER FUND – INTERNATIONAL EQUITY (formerly BBH International Equity Fund)

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business. The Investment Adviser has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.


  

34

 
 


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY
(formerly BBH International Equity Fund)

ADDITIONAL FEDERAL TAX INFORMATION
    

Under Section 854(b)(2) of the Internal Revenue Code (the “Code”), the Fund designates up to a maximum of $21,576,444 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the year ended October 31, 2017. In January 2018, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2017. 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
$24,003,946
    
$1,839,023
 

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


  

financial statements  october 31, 2017

35

 
 


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY
(formerly BBH International Equity Fund)

(unaudited)
    

Name and
Birth Year


   
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 Trusteeˆ
   
Other Public
Company or Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Independent Trustees
 
    
 
    
 
    
 
H. Whitney Wagner
Birth Year: 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 adviser.
    
6
    
None.
Andrew S. Frazier
Birth Year: 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 Year: 1956
              
Trustee
    
Since 2011
    
Partner of Brown Investment Advisory Incorporated, a registered investment adviser.
    
6
    
Chairman of Dillon Trust Company.
John M. Tesoro
Birth Year: 1952
              
Trustee
    
Since 2014
    
Partner, Certified Public Accountant, KPMG LLP (retired in September 2012).
    
6
    
Trustee, Bridge
Builder Trust (8 Funds)
Director; Teton Advisors, Inc.
(a registered
investment adviser).
 


  

36

 
 


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY
(formerly BBH International Equity Fund)

(unaudited)
    

Name, Address
and Birth Year


   
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 Trusteeˆ
   
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 Year: 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).
    
6
    
None.
                         
John A. Gehret+
140 Broadway
New York, NY 10005
Birth Year: 1959
              
Trustee
    
Since 2011
    
Limited Partner of BBH&Co. (2012-present); Director of BBH Luxembourg S.C.A. (since 2012); Director of BBH Trust Company (Cayman) Ltd. (since 2012).
    
6
    
None.
 


  

financial statements  october 31, 2017

37

 
 


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY
(formerly BBH International Equity Fund)

(unaudited)
    

Name, Address
and Birth Year
   
Position(s)
Held with
the Trust
   
Term of
Office and
Length of
Time
Served#
   
Principal Occupation(s) During Past 5 Years
Officers
                             
Jean-Pierre Paquin
140 Broadway
New York, NY 10005
Birth Year: 1973
    
President and Principal Executive Officer
    
Since 2016
    
Partner of BBH&Co. since 2015; joined BBH&Co. in 1996.
             
Daniel Greifenkamp
140 Broadway
New York, NY 10005
Birth Year: 1969
    
Vice President
    
Since 2016
    
Managing Director of BBH&Co. since 2014; joined BBH&Co. in 2011.
             
Charles H. Schreiber
140 Broadway
New York, NY 10005
Birth Year: 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 Year: 1959
    
Chief Compliance Officer (“CCO”)
    
Since 2015
    
Senior Vice President of BBH&Co. since September 2015; Executive Director, Counsel, Morgan Stanley Smith Barney LLC (2009-September 2015).
             
Keith M. Kelley
140 Broadway
New York, NY 10005
Birth Year: 1983
    
Anti-Money Laundering Officer (“AMLO”)
    
Since 2016
    
Vice President of BBH&Co. since February 2016; joined BBH&Co. in 2016; Director, Legal and Compliance, Morgan Stanley Smith Barney LLC (2014-February 2016); Compliance Manager, State Street Corporation (2013-2014); Associate, J.P. Morgan Chase & Co. (2011-2013).


  

38

 
 


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY
(formerly BBH International Equity Fund)

(unaudited)
    

Name, Address
and Birth Year
   
Position(s)
Held with
the Trust
   
Term of
Office and
Length of
Time
Served#
   
Principal Occupation(s) During Past 5 Years
Suzan M. Barron
50 Post Office Square
Boston, MA 02110
Birth Year: 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 Year: 1967
    
Assistant Treasurer
    
Since 2011
    
Vice President of BBH&Co. since 2009.
 


#
  All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). 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.
ˆ
  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, 2017

39

 
 

Administrator
Brown Brothers Harriman & Co.
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
1-800-575-1265
              
Investment Adviser
Brown Brothers Harriman
   Mutual Fund Advisory
   Department
140 Broadway
New York, NY 10005
 

To obtain information or make shareholder inquiries:

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

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund.

For more complete information, visit www.bbhfunds.com for a prospectus. You should consider the Fund’s investment objectives, risks, charges and expenses carefully before you invest. Information about these and other important subjects is in the Fund’s prospectus, which you should read carefully before investing.

Opinions, forecasts, and discussions about investment strategies represent Fund management’s views as of the date of this commentary and are subject to change without notice. References to specific securities, asset classes, and financial markets are for illustrative purposes only and are not intended to be, and should not be interpreted as recommendations.

Holdings and allocations are subject to change. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

The Fund files with the Securities and Exchange Commission (“SEC”) a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its 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, without charge, upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE



 
 



Annual Report

OCTOBER 31, 2017


BBH LIMITED DURATION FUND

 
 


BBH LIMITED DURATION FUND
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE
October 31, 2017

We’ve had an excellent year, and both our short-term and long-term performance is very strong within our peer group of “ultrashort” fixed income funds. For the 12 months ended October 31, 2017, the BBH Limited Duration Fund (the ”Fund”) returned 2.77%, vs. a 0.24% return for the benchmark 1-3 year Treasury index. Declining spreads provided a tailwind to the Fund’s credit investments, while the Fund’s duration hedges mitigated against losses in the Fund’s benchmark over the first half of the year, when two-year Treasury yields nearly doubled from 0.83% to 1.60%.


2

 
 


BBH LIMITED DURATION FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

Return Attribution (%)
  Sector and
Rating
Exposure

     Security
Selection

     Total
Contribution

Excess return contributions*:
                                                           
Agency
            0.01                  0.00                  0.01     
Asset-Backed Securities (“ABS”)
            0.22                  0.63                  0.85     
Commercial Mortgage-Backed Securities (“CMBS”)
            0.16                  0.10                  0.26     
Mortgage-Backed Securities (“MBS”)
            0.00                  0.01                  0.01     
Corporate
            1.06                  0.23                  1.29     
Municipal
            0.02                  0.03                  0.05     
TIPS
                                                       
Total Excess Return Contribution
            1.47                  1.00                  2.47     
                         
Return from rates and expenses:
                                                           
Duration and Yield Curve
                                                0.50     
Fees and expenses
                                                (0.28 )    
Other
                                                0.08     
Total Return
                                                2.77     
 

 

*   Excess Return Contribution is the return in excess of a comparable duration U.S. Treasuries multiplied by the exposure size in the account.

The drivers of return in this strategy are a valuation-based approach to credit exposure and security selection, and both have worked in our favor. About 2.47% of the 2.77% total return arose from our various credit exposures in the Fund. That figure included 1.47% due to the sector and rating exposures we took (i.e., could have been achieved using index exposures of the same size), and an additional 1.0% attributable to security selection.

As we prepare this letter (November 30), rates are moving upwards. The two- and five-year Treasury Notes are at five-year high yields. The Fund has little sensitivity to these changes, given its very low seven-month duration. Keeping duration at this level helps achieve the results above, but is only part of the story.


financial statements  october 31, 2017

3

 
 


BBH LIMITED DURATION FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

The more important risk metric in the Fund is its sensitivity to changes in the price of credit, or ‘credit spreads’. As a reminder, credit spreads are the yield difference between a credit instrument, like a corporate bond, and a Treasury of the same duration. Corporate credit spreads have ranged from a high of about 2.5% to a low of 0.94% since the financial crisis, meaning that the average investment grade corporate bond has offered between one to two-and-a-half percent more than a comparable maturity Treasury since 2010. Each trough in the chart of rolling six-month returns below (2011, 2013, and 2016) marks the end of a spread-widening episode, and returns are generally strong as we come out of each one. In 2011 and 2013, spreads came down very quickly, but in 2015-16 they stayed high for a while.

 

The Fund currently has about a 1.6 year “spread duration”, meaning that a 1% change in credit spreads could drive an estimated 1.6% price change in the Fund. The 2011 and 2016 spread-widening episodes both saw spreads rise by almost a full percentage point, albeit over several months. Our realized experience was substantially better than those sensitivity estimates suggest, due to strong credit selection, and because of the valuation hurdles we demand of our investments.

4

 
 


BBH LIMITED DURATION FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

Currently, the Fund is positioned more conservatively than it has been in quite a while. That is because credit valuations have been very tight. Our valuation screens have been screaming “overvalued” at us, particularly about the corporate market. As fewer and fewer credits meet our purchase criteria, and more and more hit our pre-determined exit prices, our spread duration has been creeping down. We are only going to add to our spread duration if we find substantially higher compensation for credit risk, thereby improving our six month break-even estimate, as described above.

In addition to reducing our sensitivity to a pullback in credit, the portfolio holds not only a large slug of cash (16%), but also an additional 15% of the fund in A-or-better rated corporate securities maturing in less than a year. We’ve been taking advantage of the fact that the largest bond ETFs are forced sellers of corporate securities under 13 months, a supply overhang that has increased their yield relative to longer positions. About a third of the Fund is invested in short, higher quality asset-backed securities — a specialty of ours — as well as some higher-rated loans and a few special situations in municipal bonds.

We are always looking for good individual values and, no matter the market backdrop, there are always a few of those in the portfolio at any time. Among the top ten holdings listed below, the Fund’s biggest municipal position in NJ Turnpike bonds, earning a floating rate (currently about 1.65%) and rated A+. Our AT&T exposure is a combination of short maturities (2019 and prior), yielding from 1.7% to 2.4%. The Credit Acceptance positions are AAA-rated auto loan asset-backeds, yielding approximately 2.5%, where the issuer and its distributors retain more than 50% of any losses before we can be affected. PFS Financing Corp finances insurance premiums for small businesses — the “unearned” part of the insurance premium that is refundable if the policy is cancelled (and PFS can cancel if the business doesn’t pay interest). These are AAA-rated asset-backed securities made up of these secured loans, essentially credit exposure to a group of insurance companies earning from 1.8-2.4%. If you’ve been following the fund for a while, you’ll know we were big


financial statements october 31, 2017

5

 
 


BBH LIMITED DURATION FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017


owners of Dell and Western Digital loans through their acquisitions, as we have a lot of confidence in those two management teams. They have been large contributors to performance, but as they appreciated, our exposures have decreased.

Looking at the credit distribution, you can see we are believers in credit and liquidity “barbells”, where we balance high quality, liquid positions and cash, with a handful of value opportunities, some of which may be lower-rated, less liquid, or simply not well understood. The high quality, highly liquid side of the portfolio helps us handle flows and take advantage of fleeting opportunities, while the opportunities improve our returns. You will also see a very limited high yield exposure, currently under 4% of the Fund. Our high yield holdings are primarily focused on the BB rating category, the step just below investment grade. There are often security selection opportunities in this tier, often with companies that we believe have an investment grade credit profile.

 


6

 
 


BBH LIMITED DURATION FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

Given higher yields in the US and Europe, and overpriced credit conditions in the corporate credit markets, the Fund continues to be invested conservatively. Corporate credit spreads, adjusted for their relative risk, are around their all-time pre-crisis lows, and based on our models and historical data, it would be unprecedented for longer corporate credit to outperform Treasuries over the next three years. Our more conservative positioning has the effect of bringing the yield down somewhat, but we believe it will both help protect our track record of limited volatility and also help us earn greater returns over the coming year. We expect to see better opportunities to buy good value in credit in the months and quarters ahead than are available now. In the meantime, we want to keep liquid and limit our exposure to a reversal, while still earning a reasonable yield.

We thank you for investing with us, and hope to meet with many of you in the coming years,

Sincerely yours,

Andrew P. Hofer

Neil Hohmann

financial statements october 31, 2017

7

 
 


BBH LIMITED DURATION FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

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, 2017 as compared to the BCTSY.

 

The annualized gross expense ratios as in the February 28, 2017 prospectus for Class N and Class I shares were 0.49% and 0.27%, 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.


1   The 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.


8

 
 


BBH LIMITED DURATION FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Limited Duration Fund, a series of BBH Trust (the “Trust”), as of October 31, 2017, 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 Trust’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 Trust 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 Trust’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, 2017, 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, 2017, 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.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2017


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

financial statements october 31, 2017

9

 
 


BBH LIMITED DURATION FUND

PORTFOLIO ALLOCATION
October 31, 2017

BREAKDOWN BY SECURITY TYPE

         U.S. $ Value
     Percent of
Net Assets
Asset Backed Securities
                   $ 2,047,573,377                  31.9 %    
Commercial Mortgage Backed Securities
                      327,314,710                  5.1     
Corporate Bonds
                      2,284,923,713                  35.6     
Loan Participations and Assignments
                      529,517,091                  8.3     
Municipal Bonds
                      449,520,487                  7.0     
U.S. Government Agency Obligations
                      214,650,690                  3.3     
U.S. Treasury Bills
                      548,885,852                  8.6     
Cash and Other Assets in Excess of Liabilities
                      15,904,286                  0.2     
NET ASSETS
                   $ 6,418,290,206                  100.0 %    
 

All data as of October 31, 2017. 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.

10

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
ASSET BACKED SECURITIES (31.9%)
                                            
$ 26,366,190     
AIM Aviation Finance, Ltd. 2015-1A1
     02/15/40        4.213 %              $    26,452,271     
1,072,559     
AmeriCredit Automobile Receivables Trust 2013-3
     06/10/19        2.380                  1,072,614     
30,680,000     
AmeriCredit Automobile Receivables Trust 2017-2
     09/18/20        1.650                  30,661,202     
10,970,000     
ARI Fleet Lease Trust 2017-A1
     04/15/26        1.910                  10,966,818     
5,089,252     
AXIS Equipment Finance Receivables III LLC 2015-1A1
     03/20/20        1.900                  5,085,931     
15,881,108     
AXIS Equipment Finance Receivables IV LLC 2016-1A1
     11/20/21        2.210                  15,826,064     
10,295,716     
BCC Funding X LLC 2015-11
     10/20/20        2.224                  10,284,689     
13,401,687     
BCC Funding XIII LLC 2016-11
     12/20/21        2.200                  13,382,059     
14,090,000     
Canadian Pacer Auto Receivables Trust 2017-1A1
     12/19/19        1.772                  14,085,191     
24,884,950     
Capital Automotive REIT LLC 2017-1A1
     04/15/47        3.870                  25,031,858     
6,124,542     
Cazenovia Creek Funding I LLC 2015-1A1
     12/10/23        2.000                  6,109,231     
36,592,000     
CCG Receivables Trust 2017-11
     11/14/23        1.840                  36,528,048     
45,000,000     
Chase Issuance Trust 2016-A6
     01/15/20        1.100                  44,967,240     
28,360,000     
Chesapeake Funding II LLC 2017-2A1
     05/15/29        1.990                  28,367,927     
25,130,000     
Chesapeake Funding II LLC 2017-4A1
     11/15/29        2.120                  25,115,543     
24,486,240     
Chesterfield Financial Holdings LLC 2014-1A1
     12/15/34        4.500                  24,423,695     
2,149,366     
CIT Equipment Collateral 2014-VT11
     10/21/19        1.500                  2,148,872     
13,000,000     
Citibank Credit Card Issuance Trust 2014-A8
     04/09/20        1.730                  13,013,390     
47,700,000     
Citibank Credit Card Issuance Trust 2017-A2
     01/19/21        1.740                  47,716,843     
10,890,000     
Credit Acceptance Auto Loan Trust 2015-1A1
     01/17/23        2.610                  10,909,380     
14,190,000     
Credit Acceptance Auto Loan Trust 2016-2A1
     11/15/23        2.420                  14,242,856     
15,480,000     
Credit Acceptance Auto Loan Trust 2017-1A1
     10/15/25        2.560                  15,503,082     


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

financial statements october 31, 2017

11

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
ASSET BACKED SECURITIES (continued)
                                            
$ 50,700,000     
Credit Acceptance Auto Loan Trust 2017-2A1
     02/17/26      2.550 %              $    50,578,300     
25,550,000     
Credit Acceptance Auto Loan Trust 2017-3A1
     06/15/26      2.650                     25,547,925     
18,613,392     
Drive Auto Receivables Trust 2015-BA1
     07/15/21      2.760                  18,689,843     
9,493,574     
Drive Auto Receivables Trust 2017-1
     05/15/19      1.670                  9,493,568     
12,978,000     
Eagle I, Ltd. 2014-1A1
     12/15/39      4.310                  12,972,634     
24,155,543     
ECAF I, Ltd. 2015-1A1
     06/15/40      3.473                  23,946,366     
21,900,000     
Elm Trust 2016-1A1
     06/20/25      4.163                  22,129,293     
17,549,565     
Emerald Aviation Finance, Ltd. 2013-11
     10/15/38      4.650                  17,984,392     
16,082,066     
Engs Commercial Finance Trust 2015-1A1
     10/22/21      2.310                  16,040,190     
15,390,501     
Enterprise Fleet Financing LLC 2016-21
     02/22/22      1.740                  15,379,001     
17,170,000     
Enterprise Fleet Financing LLC 2017-11
     07/20/22      2.130                  17,210,528     
20,810,000     
Enterprise Fleet Financing LLC 2017-21
     01/20/23      1.970                  20,809,022     
23,660,000     
Enterprise Fleet Financing LLC 2017-31
     05/22/23      2.130                  23,659,782     
3,563,701     
FNA Trust 2015-11
     12/10/23      3.240                  3,547,173     
14,500,000     
Ford Credit Auto Owner Trust 2014-21
     04/15/26      2.310                  14,592,603     
44,320,000     
Ford Credit Floorplan Master Owner Trust A 2017-2
     09/15/22      2.160                  44,392,078     
10,205,595     
Foursight Capital Automobile Receivables Trust 2015-11
     01/15/21      2.340                  10,206,089     
16,788,473     
Foursight Capital Automobile Receivables Trust 2017-11
     04/15/22      2.370                  16,745,112     
4,666,701     
FRS I LLC 2013-1A1
     04/15/43      1.800                  4,645,670     
14,889,280     
Global Container Assets, Ltd. 2015-1A1
     02/05/30      2.100                  14,806,205     
11,360,000     
GM Financial Consumer Automobile 2017-1A1
     03/16/20      1.510                  11,353,433     
12,180,000     
GM Financial Consumer Automobile 2017-1A1
     10/18/21      1.780                  12,146,377     
16,510,000     
GMF Floorplan Owner Revolving Trust 2015-11
     05/15/20      1.650                  16,514,189     
6,525,000     
GMF Floorplan Owner Revolving Trust 2015-11
     05/15/20      1.970                  6,526,572     
10,730,000     
GMF Floorplan Owner Revolving Trust 2015-11
     05/15/20      2.220                  10,731,085     


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

12

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
ASSET BACKED SECURITIES (continued)
                                            
$ 32,520,000     
GMF Floorplan Owner Revolving Trust 2017-21
     07/15/22        2.130 %              $    32,366,893     
24,900,000     
Hertz Fleet Lease Funding LP 2017-11
     04/10/31        2.130                  24,859,821     
7,822,666     
Leaf Receivables Funding 12 LLC 2017-11
     05/15/19        1.720                  7,820,992     
19,210,000     
Lendmark Funding Trust 2016-A1
     08/21/23        4.820                  19,562,565     
24,110,000     
Lendmark Funding Trust 2016-2A1
     04/21/25        3.260                  24,173,269     
38,860,000     
Lendmark Funding Trust 2017-1A1
     12/22/25        2.830                  38,894,446     
19,500,000     
Mariner Finance Issuance Trust 2017-AA1
     02/20/29        3.620                  19,576,637     
3,104,020     
MCA Fund I Holding LLC 2014-1 (3-Month USD-LIBOR + 2.000%)1,2
     08/15/24        3.315                  3,108,179     
26,273,089     
MCA Fund II Holding LLC 2017-1 (3-Month USD-LIBOR + 1.650%)1,2
     08/15/28        2.965                  26,273,414     
16,130,000     
MMAF Equipment Finance LLC 2017-AA1
     05/18/20        1.730                  16,127,277     
23,130,000     
Motor 2017-1 PLC 2017-1A (1-Month USD-LIBOR + 0.530%)1,2
     09/25/24        1.768                  23,161,017     
1,273,988     
Nations Equipment Finance Funding II LLC 2014-1A1
     07/20/18        1.558                  1,273,456     
8,417,931     
Nations Equipment Finance Funding III LLC 2016-1A1
     02/20/21        3.610                  8,438,862     
14,074,264     
Nationstar HECM Loan Trust 2017-1A1
     05/25/27        1.968                  14,062,582     
18,379,710     
Nationstar HECM Loan Trust 2017-2A1,2,3
     09/25/27        2.038                  18,379,710     
2,463,167     
Navitas Equipment Receivables LLC 2015-11
     11/15/18        2.120                  2,464,302     
17,225,233     
Navitas Equipment Receivables LLC 2016-11
     06/15/21        2.200                  17,212,048     
13,096,040     
New Mexico State Educational Assistance Foundation 2013-1 (1-Month USD-LIBOR + 0.700%)2
     01/02/25        1.935                  13,064,479     
5,693,842     
Newtek Small Business Loan Trust 2010-1 (1-Month USD-LIBOR + 2.300%)1,2
     02/25/41        3.538                  5,666,861     


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

financial statements october 31, 2017

13

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
ASSET BACKED SECURITIES (continued)
                                            
$ 16,502,513     
Newtek Small Business Loan Trust 2016-1A (1-Month USD-LIBOR + 3.000%)1,2
     02/25/42        4.238 %              $    16,589,755     
22,200,000     
NextGear Floorplan Master Owner Trust 2016-2A1
     09/15/21        2.190                  22,156,042     
16,020,000     
NextGear Floorplan Master Owner Trust 2017-2A1
     10/17/22        2.560                  16,034,945     
6,140,000     
NRZ Advance Receivables Trust Advance Receivables Backed 2016-T11
     06/15/49        2.751                  6,086,914     
15,230,000     
OneMain Financial Issuance Trust 2014-2A1
     09/18/24        3.020                  15,257,059     
26,190,000     
OneMain Financial Issuance Trust 2015-1A1
     03/18/26        3.850                  26,559,837     
14,823,140     
OSCAR US Funding Trust VI LLC 2017-1A1
     05/11/20        2.300                  14,831,322     
29,540,000     
OSCAR US Funding Trust VII LLC 2017-2A1
     11/10/20        2.130                  29,403,200     
11,632,359     
Oxford Finance Funding LLC 2014-1A1
     12/15/22        3.475                  11,588,659     
14,750,000     
Oxford Finance Funding LLC 2016-1A1
     06/17/24        3.968                  14,867,503     
29,000,000     
PFS Financing Corp. 2017-AA (1-Month USD-LIBOR +
0.580%)1,2
     03/15/21        1.819                  29,043,718     
26,450,000     
PFS Financing Corp. 2017-BA1
     07/15/22        2.220                  26,257,600     
34,310,000     
PFS Financing Corp. 2017-D1
     10/17/22        2.400                  34,301,285     
16,641,293     
ReadyCap Lending Small Business Loan Trust 2015-1 (1-Month USD-LIBOR + 1.250%)2
     12/25/38        2.488                  16,590,415     
4,989,391     
Santander Drive Auto Receivables Trust 2015-3
     04/15/20        2.070                  4,992,569     
22,790,000     
Santander Drive Auto Receivables Trust 2015-3
     01/15/21        2.740                  22,951,654     
47,610,000     
Santander Drive Auto Receivables Trust 2017-2
     03/16/20        1.600                  47,597,298     
18,277,883     
Shenton Aircraft Investment I, Ltd. 2015-1A1
     10/15/42        4.750                  19,063,538     
662,952     
SMART Trust 2015-1US
     09/14/18        1.500                  662,858     


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

14

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
ASSET BACKED SECURITIES (continued)
                                            
$ 33,210,000     
Spirit Master Funding LLC 2014-4A1
     01/20/45        3.501 %              $    33,256,952     
9,900,000     
Spirit Master Funding VII LLC 2013-1A1
     12/20/43        3.887                  9,872,557     
34,770,000     
SPS Servicer Advance Receivables Trust Advance Receivables Backed Notes 2016-T21
     11/15/49        2.750                  34,861,567     
16,750,001     
STORE Master Funding LLC 2013-1A1
     03/20/43        4.160                  16,789,280     
11,993,305     
STORE Master Funding LLC 2013-2A1
     07/20/43        4.370                  12,017,160     
20,068,083     
STORE Master Funding LLC 2013-3A1
     11/20/43        4.240                  20,322,526     
891,624     
TAL Advantage V LLC 2014-2A1
     05/20/39        1.700                  890,144     
16,787,500     
TAL Advantage V LLC 2014-3A1
     11/21/39        3.270                  16,657,624     
5,606,814     
Tax Ease Funding 2016-1 LLC 2016-1A1
     06/15/28        3.131                  5,632,124     
26,380,668     
Textainer Marine Containers V, Ltd. 2017-1A1
     05/20/42        3.720                  26,695,647     
35,694,323     
Textainer Marine Containers V, Ltd. 2017-2A1
     06/20/42        3.520                  35,428,625     
61,740,000     
Trafigura Securitisation Finance, Plc. 2017-1A1
     12/15/20        2.470                  61,504,091     
54,753,639     
Triton Container Finance IV LLC 2017-2A1
     08/20/42        3.620                  55,432,080     
3,559,583     
Utah State Board of Regents 2011-1 (3-Month USD-LIBOR + 0.850%)2
     05/01/29        2.161                  3,570,546     
18,960,000     
Veros Automobile Receivables Trust 2017-11
     04/17/23        2.840                  18,956,822     
3,021,633     
Westlake Automobile Receivables Trust 2015-1A1
     11/16/20        2.290                  3,023,204     
14,336,251     
Westlake Automobile Receivables Trust 2015-2A1
     01/15/21        2.450                  14,352,932     
19,570,000     
World Financial Network Credit Card Master Trust 2016-B
     06/15/22        1.440                  19,527,758     
64,480,000     
World Financial Network Credit Card Master Trust 2017-A
     03/15/24        2.120                  64,378,612     


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

financial statements october 31, 2017

15

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
ASSET BACKED SECURITIES (continued)
                                            
$ 10,310,000     
World Financial Network Credit Card Master Trust 2017-B
     06/15/23        1.980 %              $ 10,302,048     
30,450,000     
WRG Debt Funding II LLC 2017-11
     03/15/26        4.458                  30,235,863     
         
Total Asset Backed Securities
(Identified cost $2,044,802,091)
                   2,047,573,377
      
COMMERCIAL MORTGAGE BACKED SECURITIES (5.1%)
                                            
15,540,000     
Aventura Mall Trust 2013-AVM1,2,3
     12/05/32        3.867                  15,882,674     
13,860,000     
BBCMS Trust 2015-RRI (1-Month USD-LIBOR + 2.150%)1,2
     05/15/32        3.389                  13,892,693     
26,807,000     
BB-UBS Trust 2012-TFT1,2,3
     06/05/30        3.584                  26,298,621     
6,349,000     
BHMS Mortgage Trust 2014-ATLS (1-Month USD-LIBOR + 2.450%)1,2
     07/05/33        3.688                  6,441,805     
32,018,000     
BHMS Mortgage Trust 2014-ATLS1,2,3
     07/05/33        4.847                  32,361,121     
30,106,000     
BXHTL Mortgage Trust 2015-JWRZ (1-Month USD-LIBOR + 2.150%)1,2
     05/15/29        3.389                  30,192,847     
31,329,000     
CG-CCRE Commercial Mortgage Trust 2014-FL2 (1-Month USD-LIBOR + 2.900%)1,2
     11/15/31        4.139                  31,455,218     
2,085,000     
Citigroup Commercial Mortgage Trust 2013-SMP1
     01/12/30        2.738                  2,085,178     
6,546,684     
Commercial Mortgage Pass Through Certificates 2013-GAM1
     02/10/28        1.705                  6,475,765     
9,690,000     
Commercial Mortgage Pass Through Certificates 2013-GAM1,2,3
     02/10/28        3.531                  9,507,756     
22,660,000     
Commercial Mortgage Pass Through Certificates 2014-TWC (1-Month USD-LIBOR + 0.850%)1,2
     02/13/32        2.089                  22,681,096     
23,010,000     
Cosmopolitan Hotel Trust 2016-CSMO (1-Month USD-LIBOR + 1.400%)1,2
     11/15/33        2.639                  23,148,345     
29,435,000     
Hospitality Mortgage Trust 2017-HIT (1-Month USD-LIBOR + 0.850%)1,2
     05/08/30        2.088                  29,490,223     
35,700,000     
SBA Tower Trust 1
     04/09/43        2.240                  35,704,666     


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

16

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
COMMERCIAL MORTGAGE BACKED SECURITIES (continued)
                                            
$ 14,500,000     
Wells Fargo Commercial Mortgage Trust 2014-TISH (1-Month USD-LIBOR + 1.850%)1,2
     02/15/27        3.089 %              $    14,558,921     
15,651,867     
WFCG Commercial Mortgage Trust 2015-BXRP (1-Month USD-LIBOR + 1.122%)1,2
     11/15/29        2.361                  15,661,664     
11,468,922     
WFCG Commercial Mortgage Trust 2015-BXRP (1-Month USD-LIBOR + 1.472%)1,2
     11/15/29        2.711                  11,476,117     
         
Total Commercial Mortgage Backed Securities
(Identified cost $326,605,960)
                   327,314,710
      
CORPORATE BONDS (35.6%)
                                            
      
AEROSPACE/DEFENSE (0.4%)
                                            
24,988,000     
BAE Systems Holdings, Inc.1
     06/01/19        6.375                  26,613,580     
 
      
AUTO MANUFACTURERS (2.4%)
                                            
35,420,000     
Daimler Finance North America LLC1
     01/11/18        1.875                  35,438,064     
41,036,000     
Ford Motor Credit Co. LLC
     01/16/18        2.375                  41,093,450     
23,798,000     
Ford Motor Credit Co. LLC
     10/01/18        2.875                  24,008,832     
33,898,000     
General Motors Co.
     10/02/18        3.500                  34,386,003     
17,725,000     
General Motors Financial Co., Inc.
     05/15/18        3.250                  17,861,432     
      
 
                                  152,787,781     
 
      
BANKS (11.7%)
                                            
24,290,000     
ANZ New Zealand (Int’l), Ltd., London Branch1
     02/01/19        2.250                  24,388,178     
84,532,000     
Bank of America Corp.
     04/25/18        6.875                  86,586,589     
13,255,000     
Bank of Tokyo-Mitsubishi UFJ Ltd.1
     03/05/18        1.700                  13,260,828     
4,840,000     
Bank of Tokyo-Mitsubishi UFJ Ltd.1
     09/14/18        2.150                  4,854,942     
20,435,000     
BNZ International Funding, Ltd., London Branch1
     02/21/20        2.400                  20,504,571     


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

financial statements october 31, 2017

17

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
 
      
CORPORATE BONDS (continued)
                                            
      
BANKS (continued)
                                            
$ 24,335,000     
BNZ International Funding, Ltd., London Branch1
     03/02/21        2.750 %              $    24,553,791     
14,000,000     
Caisse Centrale Desjardins1
     01/29/18        1.750                  14,008,360     
36,883,000     
Capital One NA
     02/05/18        1.650                  36,871,288     
37,775,000     
Citigroup, Inc.
     04/27/18        1.700                  37,758,341     
39,974,000     
Citigroup, Inc.
     05/15/18        6.125                  40,899,185     
26,250,000     
Commonwealth Bank of Australia1
     10/15/19        5.000                  27,691,906     
438,665     
FNBC 1993-A Pass Through Trust
     01/05/18        8.080                  439,183     
79,121,000     
Goldman Sachs Group, Inc.
     04/01/18        6.150                  80,539,652     
32,505,000     
Huntington National Bank
     02/26/18        1.700                  32,512,807     
18,180,000     
JPMorgan Chase & Co.
     03/01/18        1.700                  18,187,533     
31,050,000     
Morgan Stanley
     04/01/18        6.625                  31,666,656     
36,797,000     
Morgan Stanley
     04/25/18        2.125                  36,864,138     
13,760,000     
National Australia Bank, Ltd.
     07/12/19        1.375                  13,639,354     
24,850,000     
Royal Bank of Canada
     04/15/19        1.625                  24,779,764     
39,890,000     
Skandinaviska Enskilda Banken AB
     03/11/20        2.300                  40,067,539     
12,345,000     
Skandinaviska Enskilda Banken AB
     03/15/21        2.625                  12,478,865     
18,165,000     
State Street Corp.
     05/15/18        1.350                  18,139,005     
25,085,000     
Toronto-Dominion Bank
     04/07/21        2.125                  24,970,318     
29,515,000     
Wells Fargo Bank NA
     01/22/18        1.650                  29,525,035     
11,500,000     
Wells Fargo Bank NA
     05/24/19        1.750                  11,475,486     
17,750,000     
Westpac Banking Corp.
     12/01/17        1.500                  17,752,308     
10,000,000     
Westpac Banking Corp.
     07/30/18        2.250                  10,045,041     
18,153,000     
Westpac Banking Corp.
     03/06/20        2.150                  18,192,790     
      
 
                                  752,653,453     
 
      
BEVERAGES (1.1%)
                                            
39,350,000     
Anheuser-Busch InBev Finance, Inc.
     02/01/19        1.900                  39,388,598     
12,695,000     
Anheuser-Busch InBev Finance, Inc.
     02/01/21        2.650                  12,856,981     
18,782,000     
Diageo Capital, Plc.
     04/29/18        1.125                  18,737,101     
      
 
                                  70,982,680     
 
      
BIOTECHNOLOGY (0.4%)
                                            
22,975,000     
Amgen, Inc.
     05/10/19        1.900                  22,979,839     


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

18

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
CORPORATE BONDS (continued)
                                            
      
COMMERCIAL SERVICES (0.4%)
                                            
$ 27,350,000     
United Rentals North America, Inc.
     07/15/23        4.625 %              $    28,512,375     
 
      
COMPUTERS (0.4%)
                                            
6,790,000     
Dell International LLC / EMC Corp.1
     06/15/21        4.420                  7,139,728     
17,250,000     
Dell International LLC / EMC Corp.1
     06/15/23        5.450                  18,901,539     
      
 
                                  26,041,267     
 
      
COSMETICS/PERSONAL CARE (0.3%)
                                            
17,745,000     
Avon Products, Inc.
     03/15/20        6.600                  17,478,825     
 
      
DIVERSIFIED FINANCIAL SERVICES (2.7%)
                                            
6,783,393     
AA Aircraft Financing 2013-1 LLC1,2,3
     11/01/19        3.596                  6,749,476     
3,251,599     
Ahold Lease Series 2001-A-1 Pass Through Trust
     01/02/20        7.820                  3,342,354     
15,950,000     
Air Lease Corp.
     09/04/18        2.625                  16,050,987     
20,430,000     
Alliance Data Systems Corp.1
     12/01/17        5.250                  20,460,645     
3,210,000     
Alliance Data Systems Corp.1
     04/01/20        6.375                  3,242,100     
3,750,000     
Alliance Data Systems Corp.1
     11/01/21        5.875                  3,881,250     
8,790,000     
Alliance Data Systems Corp.1
     08/01/22        5.375                  8,965,800     
37,962,000     
American Express Co.
     03/19/18        7.000                  38,731,675     
8,500,000     
Credit Acceptance Corp.
     02/15/21        6.125                  8,648,750     
9,470,440     
Doric Nimrod Air Alpha 2013-1 Pass Through Trust 1
     05/30/25        5.250                  9,917,445     
5,002,035     
Doric Nimrod Air Finance Alpha, Ltd. 2012-1 (Class A) Pass Through Trust 1
     11/30/24        5.125                  5,232,517     
49,455,000     
Drawbridge Special Opportunities Fund1
     08/01/21        5.000                  50,906,572     
      
 
                                  176,129,571     
 
      
ELECTRIC (0.5%)
                                         
5,580,000     
TransAlta Corp.
     05/15/18        6.900                  5,718,942     
28,301,000     
Virginia Electric & Power Co.
     04/30/18        5.400                  28,829,447     
      
 
                                  34,548,389     


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

financial statements october 31, 2017

19

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
CORPORATE BONDS (continued)
                                            
      
GAS (0.6%)
                                            
$ 35,006,000     
NiSource Finance Corp.
     03/15/18        6.400 %              $    35,632,390     
 
      
HEALTHCARE-PRODUCTS (0.2%)
                                            
7,995,000     
Mallinckrodt International Finance SA
     04/15/18        3.500                  7,995,000     
1,435,000     
Mallinckrodt International Finance SA / Mallinckrodt CB LLC 1
     04/15/20        4.875                  1,433,206     
      
 
                                  9,428,206     
 
      
HEALTHCARE-SERVICES (0.8%)
                                            
27,406,000     
UnitedHealth Group, Inc.
     02/15/18        6.000                  27,750,514     
26,155,000     
UnitedHealth Group, Inc.
     07/16/18        1.900                  26,210,121     
      
 
                                  53,960,635     
 
      
INSURANCE (2.8%)
                                            
15,775,000     
Athene Global Funding1
     10/23/18        2.875                  15,900,237     
24,310,000     
Athene Global Funding1
     01/25/22        4.000                  25,229,924     
12,290,000     
Enstar Group, Ltd.
     03/10/22        4.500                  12,642,324     
15,985,000     
Fairfax Financial Holdings, Ltd.1
     05/15/21        5.800                  17,112,712     
7,638,000     
Marsh & McLennan Cos, Inc.
     09/10/19        2.350                  7,675,140     
22,800,000     
New York Life Global Funding1
     04/09/20        2.000                  22,801,980     
31,810,000     
Sirius International Group, Ltd.1
     11/01/26        4.600                  31,122,904     
33,100,000     
Vitality Re V, Ltd. (Underlying Investment Yield + 1.750%)1,2
     01/07/20        2.879                  33,066,900     
16,740,000     
Vitality Re VIII, Ltd. (Underlying Investment Yield + 1.750%)1,2
     01/08/22        2.879                  16,766,784     
      
 
                                  182,318,905     
 
      
INTERNET (0.3%)
                                            
15,630,000     
Expedia, Inc.
     08/15/20        5.950                  17,009,667     


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

20

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
CORPORATE BONDS (continued)
                                            
      
INVESTMENT COMPANIES (1.0%)
                                            
$  6,800,000     
Ares Capital Corp.
     11/30/18        4.875 %              $     6,992,751     
6,455,000     
Ares Capital Corp.
     01/19/22        3.625                  6,526,336     
2,247,939     
Carlyle Investment Management LLC4
     07/15/19        3.359                  2,247,939     
22,645,000     
FS Investment Corp.
     01/15/20        4.250                  23,151,320     
21,515,000     
PennantPark Investment Corp.
     10/01/19        4.500                  21,796,138     
      
 
                                  60,714,484     
 
      
MACHINERY—CONSTRUCTION & MINING (0.7%)
                                            
19,495,000     
Caterpillar Financial Services Corp.
     03/22/19        1.900                  19,525,224     
10,397,000     
Caterpillar Financial Services Corp.
     05/18/19        1.350                  10,316,465     
17,525,000     
Caterpillar Financial Services Corp.
     01/10/20        2.100                  17,596,411     
      
 
                                  47,438,100     
 
      
MEDIA (0.1%)
                                            
8,781,000     
TEGNA, Inc.
     10/15/19        5.125                  8,912,715     
 
      
MINING (0.1%)
                                            
8,000,000     
Freeport-McMoRan, Inc.
     11/15/20        6.500                  8,150,000     
 
      
OIL & GAS (0.4%)
                                            
10,065,000     
Occidental Petroleum Corp.
     02/15/18        1.500                  10,060,603     
19,630,325     
Odebrecht Drilling NorbeVIII/IX, Ltd.1,5
     06/30/22        6.350                  11,778,195     
9,922,800     
Odebrecht Offshore Drilling Finance, Ltd.1,5
     10/01/23        6.750                  3,523,586     
      
 
                                  25,362,384     
 
      
PHARMACEUTICALS (1.4%)
                                            
14,270,000     
AbbVie, Inc.
     05/14/18        1.800                  14,278,858     
9,000,000     
AbbVie, Inc.
     05/14/20        2.500                  9,072,965     
14,000,000     
AbbVie, Inc.
     05/14/21        2.300                  13,979,603     
34,383,000     
Allergan Funding SCS
     03/12/18        2.350                  34,461,929     
16,787,000     
GlaxoSmithKline Capital, Inc.
     05/15/18        5.650                  17,161,271     
      
 
                                  88,954,626     


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

financial statements october 31, 2017

21

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
CORPORATE BONDS (continued)
                                            
      
PIPELINES (1.1%)
                                            
$ 43,420,000     
Kinder Morgan Energy Partners LP
     02/15/18        5.950 %              $    43,912,361     
16,117,000     
TransCanada PipeLines, Ltd.
     11/09/17        1.625                  16,117,645     
12,960,000     
TransCanada PipeLines, Ltd.
     01/15/19        3.125                  13,123,572     
      
 
                                  73,153,578     
 
      
REAL ESTATE (0.2%)
                                            
11,490,000     
Prologis International Funding II SA1
     02/15/20        4.875                  12,119,897     
 
      
REAL ESTATE INVESTMENT TRUSTS (1.4%)
                                            
31,465,000     
Omega Healthcare Investors, Inc.
     01/15/25        4.500                  31,883,491     
8,850,000     
Select Income REIT
     02/01/18        2.850                  8,862,240     
13,534,000     
Simon Property Group LP1
     02/01/18        1.500                  13,534,903     
32,311,000     
Welltower, Inc.
     03/15/18        2.250                  32,385,422     
      
 
                                  86,666,056     
 
      
RETAIL (0.9%)
                                            
25,441,000     
Target Corp.
     01/15/18        6.000                  25,677,699     
31,840,000     
Wal-Mart Stores, Inc2,3.
     06/01/18        5.498                  32,574,649     
      
 
                                  58,252,348     
 
      
TELECOMMUNICATIONS (2.4%)
                                            
38,575,000     
AT&T, Inc.
     02/01/18        5.500                  38,940,618     
23,240,000     
BellSouth LLC1
     04/26/21        4.285                  23,525,334     
11,940,000     
British Telecommunications, Plc.
     01/15/18        5.950                  12,047,799     
39,053,000     
Deutsche Telekom International Finance BV
     08/20/18        6.750                  40,590,028     
29,525,000     
Rogers Communications, Inc.
     08/15/18        6.800                  30,676,971     
8,760,000     
Sprint Spectrum Co. LLC / Sprint Spectrum Co. II LLC / Sprint Spectrum Co. III LLC 1
     03/20/23        3.360                  8,887,020     
      
 
                                  154,667,770     


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

22

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
CORPORATE BONDS (continued)
                                            
      
TRANSPORTATION (0.4%)
                                            
$ 23,687,000     
Norfolk Southern Corp.
     04/01/18        5.750 %              $    24,069,317     
 
      
TRUCKING & LEASING (0.5%)
                                            
11,480,000     
GATX Corp.
     07/30/18        2.375                  11,517,675     
17,180,000     
Park Aerospace Holdings, Ltd.1
     08/15/22        5.250                  17,867,200     
      
 
                                  29,384,875     
         
Total Corporate Bonds
(Identified cost $2,286,886,813)
                   2,284,923,713     
      
LOAN PARTICIPATIONS AND ASSIGNMENTS (8.3%)
                                            
34,302,295     
Analog Devices, Inc. (1-Month USD-LIBOR + 1.125%)2
     09/23/19        2.365                  34,259,417     
5,952,148     
Analog Devices, Inc. (1-Month USD-LIBOR + 1.250%)2
     09/23/21        2.490                  5,937,267     
9,697,567     
Aria Energy Operating LLC (1-Month USD-LIBOR + 4.500%)2
     05/27/22        5.742                  9,733,933     
40,000,000     
AT&T, Inc. Term A (3-Month USD-LIBOR + 1.000%)2
     05/15/19        2.381                  39,950,000     
13,600,913     
Avolon TLB Borrower 1 (US) LLC Term B2 (1-Month USD-LIBOR + 2.250%)2
     03/21/22        3.488                  13,702,103     
3,000,000     
BCP Renaissance Parent LLC (3-Month USD-LIBOR + 4.000%)2
     10/31/24        5.380                  3,032,820     
21,318,633     
Brixmor Operating Partnership LP
(1-Month USD-LIBOR + 1.400%)2
     03/18/19        2.650                  21,291,984     
35,076,849     
Charter Communications Operating LLC (CCO Safari LLC) Term H-1 (1-Month USD-LIBOR + 2.000%)2
     01/15/22        3.250                  35,221,716     
25,325,000     
Dell International LLC Term A2
(1-Month USD-LIBOR + 1.750%)2
     09/07/21        3.000                  25,348,046     
25,250,841     
Dell International Term B (1-Month USD-LIBOR + 2.000%)2
     09/07/23        3.250                  25,307,403     


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

financial statements october 31, 2017

23

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
LOAN PARTICIPATIONS AND ASSIGNMENTS (continued)
                                            
$ 34,844,330     
Delos Finance S.a.r.l. (3-Month
USD-LIBOR + 2.000%)2
     10/06/23        3.333 %              $ 35,089,285     
20,868,038     
Eastern Power LLC (TPF II LC LLC)
(1-Month USD-LIBOR + 3.750%)2
     10/02/23        4.992                  21,024,549     
11,710,374     
Entergy Rhode Island Energy LP Term B (1-Month USD-LIBOR + 4.750%)2
     12/19/22        6.000                  11,856,753     
45,000,000     
Gilead Sciences, Inc. (3-Month USD-LIBOR + 1.000%)2
     09/08/20        2.271                  44,887,500     
 22,500,000     
Gilead Sciences, Inc. (3-Month
USD-LIBOR + 1.000%)2
     09/08/22        2.271                  22,471,875     
15,742,033     
HCA, Inc. Term B9 (1-Month USD-LIBOR + 2.000%)2
     03/17/23        3.242                  15,811,928     
19,437,946     
Mallinckrodt International Finance SA Term B (3-Month USD-LIBOR + 2.750%)2
     09/24/24        4.083                  19,479,349     
5,250,000     
Oneok Partners LP (1-Month USD-LIBOR + 1.300%)2
     01/08/19        2.542                  5,250,000     
8,500,000     
RPI Finance Trust Term A3 (3-Month USD-LIBOR + 1.750%)2
     10/14/21        3.131                  8,500,000     
48,482,254     
RPI Finance Trust Term B6 (3-Month USD-LIBOR + 2.000%)2
     03/27/23        3.333                  48,658,245     
22,586,500     
Sprint Communications, Inc. (1-Month USD-LIBOR + 2.500%)2
     02/02/24        3.750                  22,661,713     
39,896,515     
Western Digital Corporation Term B2 (1-Month USD-LIBOR + 2.750%)2
     04/29/23        3.990                  40,016,205     
20,000,000     
Western Union Company (1-Month USD-LIBOR + 1.500%)2
     04/09/21        2.735                  20,025,000     
         
Total Loan Participations and Assignments
(Identified cost $528,440,569)
                   529,517,091


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

24


 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
MUNICIPAL BONDS (7.0%)
                                            
$ 14,250,000     
Baylor Health Care System, Revenue Bonds2,3
     11/15/25        1.770 %              $    13,609,320     
5,000,000     
Butler County General Authority, Revenue Bonds, AGM6
     11/07/17        0.960                  5,000,000     
67,300,000     
California Statewide Communities Development Authority, Revenue Bonds6
     11/07/17        0.860                  67,300,000     
18,000,000     
Charlotte-Mecklenburg Hospital Authority, Revenue Bonds6
     11/01/17        0.920                  18,000,000     
6,800,000     
City of Charlotte, North Carolina, Certificates of Participation6
     11/07/17        0.890                  6,800,000     
10,800,000     
City of New York, General Obligation Bonds6
     11/07/17        0.920                  10,800,000     
23,635,000     
City of New York, General Obligation Bonds6
     11/07/17        0.920                  23,635,000     
52,300,000     
County of Franklin, Ohio, Revenue Bonds6
     11/07/17        0.930                  52,300,000     
9,600,000     
Illinois Finance Authority, Revenue Bonds6
     11/07/17        0.910                  9,600,000     
28,005,000     
New Jersey Economic Development Authority, Revenue Bonds, AGM7
     02/15/18        0.000                  27,863,855     
14,525,000     
New Jersey Economic Development Authority, Revenue Bonds
     06/15/21        5.000                  15,879,166     
10,100,000     
New Jersey Turnpike Authority, Revenue Bonds (70% of 1-Month USD-LIBOR + 0.700%)2,7
     01/01/24        0.000                  10,119,392     
80,000,000     
New Jersey Turnpike Authority, Revenue Bonds (70% of 1-Month USD-LIBOR + 0.700%)2
     01/01/24        1.568                  80,153,600     
10,850,000     
New York City Water & Sewer System, Revenue Bonds6
     11/01/17        0.920                  10,850,000     
3,600,000     
New York State Energy Research & Development Authority, Revenue Bonds, NPFG2,3
     12/01/20        1.610                  3,546,216     


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

financial statements october 31, 2017

25

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
MUNICIPAL BONDS (continued)
                                            
$ 49,900,000     
New York State Housing Finance Agency, Revenue Bonds6
     11/07/17        0.920 %              $ 49,900,000     
18,000,000     
New York State Housing Finance Agency, Revenue Bonds6
     11/07/17        0.950                  18,000,000     
13,300,000     
Ohio Higher Educational Facility Commission, Revenue Bonds6
     11/01/17        0.900                  13,300,000     
6,641,000     
Pennsylvania Industrial Development Authority, Revenue Bonds1
     07/01/21        2.967                  6,647,707     
2,330,000     
School District of Philadelphia, General Obligation Bonds
     09/01/18        2.512                  2,293,419     
13,925,000     
Tobacco Settlement Financing Corp., Revenue Bonds7
     06/01/41        0.000                  3,922,812     
         
Total Municipal Bonds
(Identified cost $448,478,116)
                   449,520,487
      
U.S. GOVERNMENT AGENCY OBLIGATIONS (3.3%)
                                            
 50,000,000     
Federal Home Loan Bank Discount Notes7
     11/10/17        0.000                     49,987,038     
70,000,000     
Federal Home Loan Bank Discount Notes7
     11/15/17        0.000                  69,972,506     
74,000,000     
Federal Home Loan Bank Discount Notes7
     12/13/17        0.000                  73,911,940     
119,207     
Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (1-Year USD-LIBOR + 1.788%)2
     04/01/36        3.524                  125,417     
52,383     
Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (6-Month USD-LIBOR + 1.740%)2
     12/01/36        3.115                  55,396     
35,767     
Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (1-Year USD-LIBOR + 1.745%)2
     01/01/37        3.370                  37,755     
80,661     
Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (1-Year USD-LIBOR + 1.846%)2
     02/01/37        3.583                  85,006     


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

26

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
U.S. GOVERNMENT AGENCY OBLIGATIONS (continued)
                                            
$  8,680,618     
Federal National Mortgage Association (FNMA)
     07/01/35        5.000 %              $ 9,518,088     
596,768     
Federal National Mortgage Association (FNMA)
     11/01/35        5.500                  666,866     
76,890     
Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 2.002%)2
     07/01/36        3.752                  81,741     
109,543     
Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.714%)2
     09/01/36        3.464                  114,856     
    83,052     
Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.830%)2
     01/01/37        3.437                     87,469     
504,824     
Federal National Mortgage Association (FNMA)
     08/01/37        5.500                  563,416     
5,863,059     
Federal National Mortgage Association (FNMA)
     08/01/37        5.500                  6,552,003     
2,556,328     
Federal National Mortgage Association (FNMA)
     06/01/40        6.500                  2,873,361     
17,301     
Government National Mortgage Association (GNMA) (1-Year CMT Index + 1.500%)2
     08/20/29        2.750                  17,832     
         
Total U.S. Government Agency Obligations
(Identified cost $213,945,098)
                   214,650,690
 
      
U.S. TREASURY BILLS (8.6%)
                                            
4,750,000     
U.S. Treasury Bill7,8
     11/02/17        0.000                  4,749,865     
50,000,000     
U.S. Treasury Bill7
     11/24/17        0.000                  49,967,538     
50,000,000     
U.S. Treasury Bill7
     11/30/17        0.000                  49,959,863     
75,000,000     
U.S. Treasury Bill7
     12/07/17        0.000                  74,923,913     
50,000,000     
U.S. Treasury Bill7
     12/14/17        0.000                  49,934,843     
75,000,000     
U.S. Treasury Bill7
     12/21/17        0.000                  74,897,969     
90,000,000     
U.S. Treasury Bill7
     01/04/18        0.000                  89,833,400     
35,000,000     
U.S. Treasury Bill7
     01/11/18        0.000                  34,928,038     


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

financial statements october 31, 2017

27

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
    Maturity
Date
     Interest
Rate
  Value
      
U.S. TREASURY BILLS (continued)
                                            
$ 70,000,000     
U.S. Treasury Bill7
     01/18/18        0.000 %              $    69,835,451     
50,000,000     
U.S. Treasury Bill7
     02/01/18        0.000                  49,854,972     
 
         
Total U.S. Treasury Bills
(Identified cost $548,911,785)
                   548,885,852
TOTAL INVESTMENTS (Identified cost $6,398,070,432)9        99.8 %              $ 6,402,385,920     
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES        0.2 %                 15,904,286     
NET ASSETS        100.0 %              $ 6,418,290,206     
 


1   Security 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, 2017 was $2,567,962,696 or 40.0% of net assets. Unless otherwise noted, these securities are not considered illiquid.
2   Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2017 coupon or interest rate.
3   This variable rate security is based on a predetermined schedule and the rate at year end also represents the reference rate at year end.
4   Security that used significant unobservable inputs to determine fair value.
5   Security is in default.
6   Variable rate demand note. The maturity date reflects the demand repayment dates. The interest rate changes on specific dates (such as coupon or interest payment date). The yield shown represents the coupon or interest rate as of October 31, 2017.
7   Security issued with zero coupon. Income is recognized through accretion of discount.
8   All or a portion of this security is held at the broker as collateral for open futures contracts.
9   The aggregate cost for federal income tax purposes is $6,403,935,269, the aggregate gross unrealized appreciation is $24,148,170 and the aggregate gross unrealized depreciation is $20,339,628, resulting in net unrealized appreciation of $3,808,542.

Abbreviations:

AGM – Assured Guaranty Municipal Corp.

FHLMC – Federal Home Loan Mortgage Corporation.

FNMA – Federal National Mortgage Association.

GNMA – Government National Mortgage Association.

NPFG – National Public Finance Guaranty Corp.


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

28

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

FINANCIAL FUTURES CONTRACTS

The following futures contracts were open at October 31, 2017:

Description

  Number of
Contracts
     Expiration
Date
     Notional
Amount
     Market
Value
     Unrealized
Gain/(Loss)
Contracts to Sell:
                                                                                                   
U.S. Treasury 2-Year Notes
            1,475                  December 2017                $ 318,902,229               $ 317,655,080               $ 1,247,149     
U.S. Treasury 5-Year Notes
            2,725                  December 2017                   322,359,960                  319,335,937                  3,024,023     
U.S. Treasury 10-Year Notes
            650                   December 2017                   82,296,094                  81,209,375                  1,086,719     
 
                                                                                         $ 5,357,891     
 

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.

Authoritative guidance establishes three levels of the fair value hierarchy as follows:

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


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

financial statements october 31, 2017

29

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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

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

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain 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 accompanying notes are an integral part of these financial statements.

30

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2017.

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, 2017
Asset Backed Securities
         $                $ 2,047,573,377               $                $ 2,047,573,377     
Commercial Mortgage Backed Securities
                              327,314,710                                    327,314,710     
Corporate Bonds
                              2,282,675,774                  2,247,939                  2,284,923,713     
Loan Participations and Assignments
                              529,517,091                                    529,517,091     
Municipal Bonds
                              449,520,487                                    449,520,487     
U.S. Government Agency Obligations
                              214,650,690                                    214,650,690     
U.S. Treasury Bills
                              548,885,852                                    548,885,852     
Total Investments, at value
         $                $ 6,400,137,981               $ 2,247,939               $ 6,402,385,920     
Other Financial Instruments, at value
                                                                               
Financial Futures Contracts
         $ 5,357,891               $                $                $ 5,357,891     
Other Financial Instruments, at value
         $ 5,357,891               $                $                $ 5,357,891     
 


*
  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, 2017.


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

financial statements october 31, 2017

31

 
 


BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

The following is a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining fair value during the period ended October 31, 2017:

  Assets Back
Securities
     Corporate Bonds      Total
Balance as of October 31, 2016
         $ 12,548,798               $                $ 12,548,798     
Purchases
                              2,569,074                  2,569,074     
Sales / Paydowns
            (17,076,184 )                 (321,135 )                 (17,397,319 )    
Realized gains (losses)
            (601 )                                   (601 )    
Change in unrealized appreciation (depreciation)
            4,526,765                                    4,526,765     
Amortization
            1,222                                    1,222     
Transfers from Level 3
                                                     
Transfers to Level 3
                                                     
Balance as of October 31, 2017
         $                $ 2,247,939               $ 2,247,939     
 

The Fund’s investments classified as Level 3 were valued using a model approach, including the Fund’s assumptions in determining their fair value.


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


32

 
 


BBH LIMITED DURATION FUND

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2017

ASSETS:
                   
Investments in securities, at value (Identified cost $6,398,070,432)
         $ 6,402,385,920     
Cash
            5,305,811     
Receivables for:
                   
Investments sold
            74,966,188     
Interest
            24,195,841     
Shares sold
            5,240,948     
Futures variation margin on open contracts
            357,619     
Investment advisory and administrative fee waiver reimbursement
            19,281     
Other
            2,357,508     
Prepaid assets
            43,411     
Total Assets
            6,514,872,527     
LIABILITIES:
                   
Payables for:
                   
Investments purchased
            84,913,275     
Shares redeemed
            10,018,973     
Investment advisory and administrative fees
            1,346,673     
Periodic distributions
            93,592     
Professional fees
            86,738     
Custody and fund accounting fees
            55,624     
Distributor fees
            15,789     
Shareholder servicing fees
            10,896     
Transfer agent fees
            4,214     
Board of Trustees’ fees
            418      
Accrued expenses and other liabilities
            36,129     
Total Liabilities
            96,582,321     
NET ASSETS
         $ 6,418,290,206     
Net Assets Consist of:
                   
Paid-in capital
         $ 6,458,544,023     
Undistributed net investment income
            1,712,065     
Accumulated net realized loss on investments in securities and futures contracts
            (51,639,261 )    
Net unrealized appreciation/(depreciation) on investments in securities and futures contracts
            9,673,379     
Net Assets
         $ 6,418,290,206     
NET ASSET VALUE AND OFFERING PRICE PER SHARE
                   
CLASS N SHARES
                   
($72,186,444 ÷ 7,081,562 shares outstanding)
    
 
$10.19
 
CLASS I SHARES
                   
($6,346,103,762 ÷ 622,833,019 shares outstanding)
    
 
$10.19
 
 


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


financial statements  october 31, 2017

33

 
 


BBH LIMITED DURATION FUND

STATEMENT OF OPERATIONS
For the year ended October 31, 2017

NET INVESTMENT INCOME:
                   
Income:
                   
Dividends
         $ 3,393,287     
Interest income
            139,350,564     
Other income
            1,129,629     
Total Income
            143,873,480     
Expenses:
                   
Investment advisory and administrative fees
            15,168,817     
Custody and fund accounting fees
            408,343     
Shareholder servicing fees
            100,571     
Professional fees
            95,303     
Distributor fees
            78,637     
Board of Trustees’ fees
            54,543     
Transfer agent fees
            34,023     
Miscellaneous expenses
            924,740     
Total Expenses
            16,864,977     
Investment advisory and administrative fee waiver
            (132,560 )    
Expense offset arrangement
            (146,237 )    
Net Expenses
            16,586,180     
Net Investment Income
            127,287,300     
         
NET REALIZED AND UNREALIZED GAIN:
                   
Net realized gain on investments in securities
            2,279,595     
Net realized gain on futures contracts
            9,080,229     
Net realized gain on investments in securities and futures contracts
            11,359,824     
Net change in unrealized appreciation/(depreciation) on investments in securities
            17,409,208     
Net change in unrealized appreciation/(depreciation) on futures contracts
            2,707,894     
Net change in unrealized appreciation/(depreciation) on investments in securities and futures contracts
            20,117,102     
Net Realized and Unrealized Gain
            31,476,926     
Net Increase in Net Assets Resulting from Operations
         $ 158,764,226   
 


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

34

 
 


BBH LIMITED DURATION FUND

STATEMENTS OF CHANGES IN NET ASSETS
  

  For the years ended October 31,
  2017      2016
INCREASE IN NET ASSETS:
                                       
Operations:
                                       
Net investment income
         $ 127,287,300               $ 108,238,798     
Net realized gain (loss) on investments in securities and futures contracts
            11,359,824                  (21,546,019 )    
Net change in unrealized appreciation/(depreciation) on investments in securities and futures contracts
            20,117,102                  20,017,174     
Net increase in net assets resulting from operations
            158,764,226                  106,709,953     
Dividends and distributions declared:
                                       
From net investment income:
                                       
Class N
            (1,046,363 )                 (8,926,897 )    
Class I
            (124,987,733 )                 (98,807,189 )    
Total dividends and distributions declared
            (126,034,096 )                 (107,734,086 )    
Share transactions:
                                       
Proceeds from sales of shares*
            4,351,810,164                  4,430,445,855     
Net asset value of shares issued to shareholders for reinvestment of dividends and distributions
            16,722,566                  73,615,791     
Cost of shares redeemed*
            (2,762,241,924 )                 (4,434,265,957 )    
Net increase in net assets resulting from share transactions
            1,606,290,806                  69,795,689     
Total increase in net assets
            1,639,020,936                  68,771,556     
NET ASSETS:
                                       
Beginning of year
            4,779,269,270                  4,710,497,714     
End of year (including undistributed net investment income of $1,712,065 and $1,631,645, respectively)
         $ 6,418,290,206               $ 4,779,269,270     
 


*
  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, 2017

35

 
 


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,
  2017      2016      2015      2014      2013
Net asset value, beginning of year
         $ 10.13               $ 10.14               $ 10.31               $ 10.35               $ 10.44     
Income from investment operations:
                                                                                                   
Net investment income1
            0.21                  0.19                  0.18                  0.14                  0.15     
Net realized and unrealized gain (loss)
            0.05                 
(0.00
)2                 (0.17 )                 (0.01 )                 (0.06 )    
Total income from investment operations
            0.26                  0.19                  0.01                  0.13                  0.09     
Less dividends and distributions:
                                                                                                   
From net investment income
            (0.20 )                 (0.20 )                 (0.18 )                 (0.14 )                 (0.15 )    
From net realized gains
                                                                  (0.03 )                 (0.03 )    
Total dividends and distributions
            (0.20 )                 (0.20 )                 (0.18 )                 (0.17 )                 (0.18 )    
Net asset value, end of year
         $ 10.19               $ 10.13               $ 10.14               $ 10.31               $ 10.35     
Total return
            2.64 %                 1.90 %                 0.10 %                 1.32 %                 0.82 %    
Ratios/Supplemental data:
                                                                                                   
Net assets, end of year
(in millions)
         $ 72                $ 42                $ 2,557               $ 2,625               $ 2,170     
Ratio of expenses to average net assets before reductions
            0.67 %                 0.49 %                 0.48 %                 0.48 %                 0.49 %    
Fee waiver
            0.27 %3                 0.01 %3                 —%                   —%                   —%      
Expense offset arrangement
            0.00 %4                 0.00 %4                 0.00 %4                 0.00 %4                 0.00 %4    
Ratio of expenses to average net assets after reductions
            0.40 %                 0.48 %                 0.48 %                 0.48 %                 0.49 %    
Ratio of net investment income to average net assets
            2.05 %                 1.91 %                 1.75 %                 1.36 %                 1.44 %    
Portfolio turnover rate
            52 %                 53 %                 46 %                 35 %                 48 %    
 


1   Calculated using average shares outstanding for the year.
2   Less than $0.01
3   The ratio of expenses to average net assets for the years ended October 31, 2017 and 2016, reflect fees reduced as result of voluntary operating expense limitation of the share class to 0.35%, prior to March 24, 2017, the expense limitation of share class was 0.48%. The agreement is effective for the periods beginning on December 29, 2015 and can be changed at any time at the sole discretion of the Investment Advisor. For the years ended October 31, 2017 and 2016, the waived fees were $132,560 and 45,079, respectively.
4   Less than 0.01%


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

36

 
 


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,
     2017      2016      2015      2014      2013
Net asset value, beginning of year
         $ 10.13               $ 10.14               $ 10.31               $ 10.35               $ 10.44     
Income from investment operations:
                                                                                                   
Net investment income1
            0.22                  0.22                  0.20                  0.16                  0.17     
Net realized and unrealized gain (loss)
            0.06                  (0.01 )                 (0.17 )                 (0.01 )                 (0.06 )    
Total income from investment operations
            0.28                  0.21                  0.03                  0.15                  0.11     
Less dividends and distributions:
                                                                                                   
From net investment income
            (0.22 )                 (0.22 )                 (0.20 )                 (0.16 )                 (0.17 )    
From net realized gains
                                                                  (0.03 )                 (0.03 )    
Total dividends and distributions
            (0.22 )                 (0.22 )                 (0.20 )                 (0.19 )                 (0.20 )    
Net asset value, end of year
         $ 10.19               $ 10.13               $ 10.14               $ 10.31               $ 10.35     
Total return
            2.77 %                 2.13 %                 0.30 %                 1.52 %                 1.01 %    
                                         
Ratios/Supplemental data:
                                                                                                   
Net assets, end of year
(in millions)
         $ 6,346               $ 4,737               $ 2,153               $ 2,547               $ 1,448     
Ratio of expenses to average net assets before reductions
            0.28 %                 0.27 %                 0.28 %                 0.29 %                 0.29 %    
Expense offset arrangement
            0.00 %2                 0.00 %2                 0.00 %2                 0.00 %2                 0.00 %2    
Ratio of expenses to average net assets after reductions
            0.28 %                 0.27 %                 0.28 %                 0.29 %                 0.29 %    
Ratio of net investment income to average net assets
            2.17 %                 2.21 %                 1.94 %                 1.56 %                 1.63 %    
Portfolio turnover rate
            52 %                 53 %                 46 %                 35 %                 48 %    
 


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


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


financial statements  october 31, 2017

37

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS
October 31, 2017

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, 2017, 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 of Trustees (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.


  

38

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

B.
  Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Interest income is accrued daily and consists of interest accrued, discount earned (including, if any, both original issue and market discount) and premium amortization on the investments of the Fund. Investment income is recorded net of any foreign taxes withheld where recovery of such tax is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the collection of all or a portion of the interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.
C.
  Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
D.
  Financial Futures Contracts. The Fund may enter into open futures contracts in order to hedge against anticipated future changes in interest rates which otherwise might either adversely affect the value of securities held for the Fund or adversely affect the prices of securities that are intended to be purchased at a later date for the Fund. The contractual amount of the futures contracts represents the investment the Fund has in a particular contract and does not necessarily represent the amounts potentially subject to risk of loss. Trading in futures contracts involves, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The measurement of risk associated with futures contracts is meaningful only when all related and offsetting transactions are considered. Gains and losses are realized upon the expiration or closing of the futures contracts.

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.

Open future contracts held at October 31, 2017, are listed in the Schedule of Investments.

For the year ended October 31, 2017, the average monthly number of open futures contracts was 749,974,588. The range of monthly notional values was $587,832,031 to $1,217,781,250.


financial statements  october 31, 2017

39

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

Fair Values of Derivative Instruments as of October 31, 2017

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.
         $ 5,357,891 *         
Net unrealized
appreciation/(depreciation)
on investments
in securities and
futures contracts.
         $        —      
Total
              
 
         $ 5,357,891          
 
         $      
 


*
  Includes cumulative appreciation 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 on Derivatives
                             
Futures Contracts
                   $ 9,080,229     
Net Change in Unrealized Appreciation/(Depreciation) on Derivatives
                             
Futures Contracts
                   $ 2,707,894     
 
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.


  

40

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

F.
  Loan Participations and Assignments. The Fund may invest in loan participations and assignments, which include institutionally traded floating and fixed-rate debt securities generally acquired as an assignment from another holder of, or participation interest in, loans originated by a bank or financial institution (the “Lender”) that acts as agent for all holders. Some loan participations and assignments may be purchased on a “when-issued” basis. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the loan agreement and only upon receipt by the Lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower.

Assignments and participations involve credit, interest rate, and liquidity risk. Interest rates on floating rate securities adjust with interest rate changes and/or issuer credit quality, and unexpected changes in such rates could result in losses to the Fund. The interest rates paid on a floating rate security in which the Fund invests generally are readjusted periodically to an increment over a designated benchmark rate, such as the one-month, three-month, six-month, or one-year London Interbank Offered Rate (“LIBOR”). LIBOR is a short-term interest rate that banks charge one another and is generally representative of the most competitive and current cash rates.

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

G.
  Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences may result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of 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, 2017

41

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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, 2017, 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, 2017, 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 $1,046,363 and $124,987,733 to Class N and Class I shareholders, respectively, during the year ended October 31, 2017.

The tax character of distributions paid during the years ended October 31, 2017 and 2016, respectively, were as follows:

Distributions paid from:
         Ordinary
income
     Net
long-term
capital gain
     Total
taxable
distributions
     Tax return
of capital
     Total
distributions
paid
2017:
                   $ 126,034,096               $         —                $ 126,034,096               $         —                $ 126,034,096     
2016:
                      107,734,086                                    107,734,086                                    107,734,086     
 

As of October 31, 2017 and 2016, 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
  Book
unrealized
appreciation/
(depreciation)
  Total
accumulated
earnings/
(deficit)
2017:
       $ 1,712,065      $  —      $ 1,712,065      $ (45,774,424    $ (5,864,837    $ 9,673,379      $ (40,253,817
2016:
         1,631,645               1,631,645        (61,521,827      (2,650,042      (10,443,723      (72,983,947
 

During the year ended October 31, 2017, the Fund utilized $15,747,403 of its capital loss carryforwards.


  

42

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

The Fund had $45,774,424 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2017, of which $4,893,730 and $40,880,694, 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 accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increase and decrease in net assets from operations during the reporting period. Actual results could differ from these estimates.

3.
  Fees and Other Transactions with Affiliates.
A.
  Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund pays a combined fee for investment advisory and administration services calculated daily and paid monthly at an annual rate equivalent to 0.30% per annum on the first $1,000,000,000 of the Fund’s average daily net assets and 0.25% per annum on the Fund’s average daily net assets over $1,000,000,000. For the year ended October 31, 2017, the Fund incurred $15,168,817 for services under the Agreement.


financial statements  october 31, 2017

43

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

B.
  Investment Advisory and Administrative Fee Waivers. Effective March 24, 2017 the Investment Adviser has voluntarily agreed to waive fees and/or reimburse expenses for the Fund’s Class N shares in order to limit total 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 courses of the Fund’s business) of Class N to 0.35%. Effective December 29, 2015 and prior to March 24, 2017 the Investment Adviser had voluntarily agreed to limit the annual fund operating expenses of Class N to 0.48%. This is a voluntary waiver that can be changed at any time at the sole discretion of the Investment Adviser. For the year ended October 31, 2017, the Investment Adviser waived fees in the amount of $132,560 for Class N.
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 0.20% of Class N shares’ average daily net assets. For the year ended October 31, 2017, Class N shares of the Fund incurred $100,571 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, 2017, the Fund incurred $408,343 in custody and fund accounting fees. These fees for the Fund were reduced by $146,237 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, 2017, was $1,571. This amount is presented under line item “Custody and fund accounting fees” in the Statements of Operations.
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, 2017, the Fund incurred $54,543 in independent Trustee compensation and reimbursements.

4.
  Investment Transactions. For the year ended October 31, 2017, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $2,898,428,223 and $2,351,405,030, respectively.


  

44

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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, 2017

     For the year ended
October 31, 2016

         Shares
     Dollars
     Shares
     Dollars
Class N
                                                                                         
Shares sold
                      4,739,548               $ 48,279,174                  11,203,221               $ 113,390,603     
Shares issued in connection with reinvestments of dividends
                      73,191                  744,949                  855,227                  8,645,267     
Shares redeemed
                      (1,925,295 )                 (19,575,111 )                 (259,973,297 )                 (2,623,811,320 )    
Net increase (decrease)
                      2,887,444               $ 29,449,012                  (247,914,849 )              $ (2,501,775,450 )    
Class I
                                                                                         
Shares sold
                      423,523,826               $ 4,303,530,990                  427,925,868               $ 4,317,055,252     
Shares issued in connection with reinvestments of dividends
                      1,571,105                  15,977,617                  6,454,769                  64,970,524     
Shares redeemed
                      (269,859,797 )                 (2,742,666,813 )                 (179,053,181 )                 (1,810,454,637 )    
Net increase
                      155,235,134               $ 1,576,841,794                  255,327,456               $ 2,571,571,139     
 

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2017 and 2016. Specifically:

During the year ended 2017, 10,213 shares of Class N were exchanged for 10,223 shares of Class I valued at $104,072.

During the year ended 2016, 239,312,129 shares of Class N were exchanged for 239,312,090 shares of Class I valued at $2,414,651,590.

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, 2017

45

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017


transaction to perform (credit risk), changes in interest rates (interest rate risk), higher volatility for securities with longer maturities (maturity risk), financial performance or leverage of the issuer (issuer risk), difficulty in being able to purchase or sell a security (liquidity risk), or certain risks associated with investing in foreign securities not present in domestic investments, including, but not limited to, recovery of tax withheld by foreign jurisdictions (foreign investment risk). The Fund’s use of derivatives creates risks that are different from, or possibly greater than, the risks associated with investing directly in securities as the Fund could lose more than the principal amount invested (derivatives risk). The Fund invests in asset-backed and mortgage-backed securities (mortgage-backed securities risk) which are subject to the risk that borrowers may default on the obligations that underlie these securities. In addition, these securities may be paid off sooner (prepayment risk) or later than expected which may increase the volatility of securities during periods of fluctuating interest rates. The Fund may invest in bonds issued by foreign governments which may be unable or unwilling to make interest payments and/or repay the principal owed (sovereign debt risk). The Fund’s use of borrowing, in reverse repurchase agreements and investment in some derivatives, involves leverage. Leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s securities and may cause the Fund to be more volatile (leverage risk). The value of securities held by the Fund may decline in response to certain events, including: those directly involving the companies or issuers whose securities are held by the Fund; conditions affecting the general economy; overall market changes; local, regional or political, social or economic instability; 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). While the U.S. Government has historically provided financial support to U.S. government-sponsored agencies or instrumentalities during times of financial stress, such as the various actions taken to stabilize the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation during the credit crisis of 2008, no assurance can be given that it will do so in the future. Such securities are neither issued nor guaranteed by the U.S. Treasury (U.S. Government Agency Securities 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


  

46

 
 


BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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.
  Recent Pronouncements.
A.
  Regulation S-X. In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The changes related to Regulation S-X are reflected in the financial statements.
B.
  ASU 2017-08. In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (the “ASU”) which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU is effective for years, and interim periods within those years, beginning after December 15, 2018. Management is currently evaluating the application of ASU 2017-08 and its impact, if any, on the Fund’s financial statements.

8.
  Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 2017 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.


financial statements  october 31, 2017

47

 
 


BBH LIMITED DURATION FUND

DISCLOSURE OF FUND EXPENSES
October 31, 2017 (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, 2017 to October 31, 2017).

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.


  

48

 
 


BBH LIMITED DURATION FUND

DISCLOSURE OF FUND EXPENSES (continued)
October 31, 2017 (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, 2017

     Ending
Account Value
October 31, 2017

     Expenses Paid
During Period
May 1, 2017 to
October 31, 20171

Class N
                                                                     
Actual
                   $ 1,000               $ 1,011               $ 1.83     
Hypothetical2
                   $ 1,000               $ 1,023               $ 1.84     
 
         Beginning
Account Value
May 1, 2017

     Ending
Account Value
October 31, 2017

     Expenses Paid
During Period
May 1, 2017 to
October 31, 20171

Class I
                                                                     
Actual
                   $ 1,000               $ 1,013               $ 1.47     
Hypothetical2
                   $ 1,000               $ 1,024               $ 1.48     
 


1   Expenses are equal to the Fund’s annualized expense ratio of 0.36% and 0.29% 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).
2   Assumes 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, 2017

49

 
 


BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST
October 31, 2017 (unaudited)

Conflicts of Interest

BBH, including the Investment Adviser, provides discretionary and non-discretionary investment management services and products to corporations, institutions and individual investors throughout the world. As a result, in the ordinary course of its businesses, BBH, including the Investment Adviser, may engage in activities in which its interests or the interests of its clients may conflict with or be adverse to the interests of the Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all investment management clients, including the Fund. BBH, including the Investment Adviser, has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, BBH&Co, including the Investment Adviser, monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH, including the Investment Adviser, has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. The Investment Adviser 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 of interest. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified below 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.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of its investment management services. This section is not, and is not intended to be, a complete enumeration or explanation of all of the potential conflicts of interest that may arise. The Investment Adviser and the Fund has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.


  

50

 
 


BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

Other Clients and Allocation of Investment Opportunities. BBH, including the Investment Adviser, manages funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH, including the Investment Adviser, faces conflicts of interest when it renders investment advisory services to different clients and, from time to time, provides dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and BBH’s Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients managed by BBH Accordingly, such Other Clients managed by BBH, may produce results that are materially different from those experienced by the Fund. Certain other 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 funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by BBH& Co. could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, the investment methods and strategies that the Investment Adviser utilizes in managing the Fund are utilized by BBH, including the Investment Adviser, in managing investments for Other Clients. From time to time, BBH, including the Investment Adviser, establishes, sponsors and is affiliated with other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because BBH may have an incentive to allocate investment opportunities to certain accounts or funds. 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.

Actual or potential conflicts of interest may also arise when a portfolio manager has management responsibilities to multiple accounts or funds, resulting in unequal commitment of time and attention to the portfolio management of the funds or accounts.

Affiliated Service Providers. 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


  

financial statements october 31, 2017

51

 
 


BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)


agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser and BBH’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. 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. Allocations of aggregated trades, particularly trade orders that were only partially filled due to limited availability, raise a potential conflict of interest because BBH has an incentive to allocate trades to certain accounts or funds.

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

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


  

52

 
 


BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)


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.

Investments in BBH Funds. 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. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have superior performance. BBH, the Investment Adviser and their affiliates providing services to the Fund benefit from additional fees when the Fund is included as an investment by a discretionary investment advisory client.


  

financial statements october 31, 2017

53

 
 


BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST (continued)
October 31, 2017 (unaudited)

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.

Valuation. 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.

Referral Arrangements. 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.

Personal Trading. BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, face conflicts of interest when transacting in securities for their own accounts because they could benefit by trading in the same securities as the Fund, which could have an adverse effect on the Fund.

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business.


  

54

 
 


BBH LIMITED DURATION FUND

ADDITIONAL FEDERAL TAX INFORMATION
October 31, 2017 (unaudited)

The qualified investment income (QII) percentage for the year ended October 31, 2017 was 79.11%. In January 2018, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2017. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.


  

financial statements october 31, 2017

55

 
 


TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND

(unaudited)
  

Information pertaining to the Trustees and executive officers of the 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 Year



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 Trusteeˆ

   
Other Public
Company or
Investment
Company
Directorships
held by
Trustee
During Past
5 Years

Independent Trustees
 
H. Whitney Wagner
Birth Year: 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 adviser.
    
6
    
None.
                     
Andrew S. Frazier
Birth Year: 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 Year: 1956
    
Trustee
    
Since 2011
    
Partner of Brown Investment Advisory Incorporated, a registered investment adviser.
    
6
    
Chairman of Dillon Trust Company.
                     
John M. Tesoro
Birth Year: 1952
    
Trustee
    
Since 2014
    
Partner, Certified Public Accountant, KPMG LLP (retired in September 2012).
    
6
    
Trustee, Bridge
Builder Trust (8 Funds)
Director; Teton Advisors, Inc. (a registered
investment adviser).
 


  

56

 
 


TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND

(unaudited)
  

Name, Address
and Birth Year



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 Trusteeˆ

   
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 Year: 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).
    
6
    
None.
                     
John A. Gehret+
140 Broadway
New York, NY 10005
Birth Year: 1959
    
Trustee
    
Since 2011
    
Limited Partner of BBH&Co. (2012-present); Director of BBH Luxembourg S.C.A. (since 2012); Director of BBH Trust Company (Cayman) Ltd. (since 2012).
    
6
    
None.
 


  

financial statements october 31, 2017

57

 
 


TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND

(unaudited)
  

Name, Address
and Birth Year


Position(s)
Held with
the Trust

   
Term of
Office and
Length of
Time
Served#

   
Principal Occupation(s) During
Past 5 Years

Officers
                             
             
Jean-Pierre Paquin
140 Broadway
New York, NY 10005
Birth Year: 1973
    
President and Principal Executive Officer
    
Since 2016
    
Partner of BBH&Co. since 2015; joined BBH&Co. in 1996.
             
Daniel Greifenkamp
140 Broadway
New York, NY 10005
Birth Year: 1969
    
Vice President
    
Since 2016
    
Managing Director of BBH&Co. since 2014; joined BBH&Co. in 2011.
             
Charles H. Schreiber
140 Broadway
New York, NY 10005
Birth Year: 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 Year: 1959
    
Chief Compliance Officer (“CCO”)
    
Since 2015
    
Senior Vice President of BBH&Co. since September 2015; Executive Director, Counsel, Morgan Stanley Smith Barney LLC (2009-September 2015).
             
Keith M. Kelley
140 Broadway
New York, NY 10005
Birth Year: 1983
    
Anti-Money Laundering Officer (“AMLO”)
    
Since 2016
    
Vice President of BBH&Co. since February 2016; joined BBH&Co. in 2016; Director, Legal and Compliance, Morgan Stanley Smith Barney LLC (2014-February 2016); Compliance Manager, State Street Corporation (2013-2014); Associate, J.P. Morgan Chase & Co. (2011-2013).


  

58

 
 


TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND

(unaudited)
  

Name, Address
and Birth Year


Position(s)
Held with
the Trust

   
Term of
Office and
Length of
Time
Served#

   
Principal Occupation(s) During
Past 5 Years

Suzan M. Barron
50 Post Office Square
Boston, MA 02110
Birth Year: 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 Year: 1967
    
Assistant Treasurer
    
Since 2011
    
Vice President of BBH&Co. since 2009.
 


#
  All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). 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.
ˆ
  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, 2017

59

 
 

Administrator
Brown Brothers Harriman & Co.
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
1-800-575-1265
    
Investment Adviser
Brown Brothers Harriman
   Mutual Fund Advisory
   Department
140 Broadway
New York, NY 10005
 

To obtain information or make shareholder inquiries:

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

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund.

For more complete information, visit www.bbhfunds.com for a prospectus. You should consider the Fund’s investment objectives, risks, charges and expenses carefully before you invest. Information about these and other important subjects is in the Fund’s prospectus, which you should read carefully before investing.

Opinions, forecasts, and discussions about investment strategies represent Fund management’s views as of the date of this commentary and are subject to change without notice. References to specific securities, asset classes, and financial markets are for illustrative purposes only and are not intended to be, and should not be interpreted as recommendations.

Holdings and allocations are subject to change. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

The Fund files with the Securities and Exchange Commission (“SEC”) a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its 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, without charge, upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE



 
 



Annual Report

OCTOBER 31, 2017



BBH INTERMEDIATE MUNICIPAL BOND FUND

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE
October 31, 2017

BBH Intermediate Municipal Bond Fund (“the Fund”) Class I had a total return of 3.36% (net of fees and expenses) for the twelve-month period ending October 31, 2017 as compared to the benchmark Barclays Capital 1-15 Year Municipal Index1 which had a return of 1.94%.

The objective of the Intermediate Municipal Bond Fund is to protect our investors’ capital and generate attractive risk-adjusted returns. We seek to achieve this objective by investing in a limited number of durable credits with attractive return potential. We were all excited to celebrate the Fund’s three-year anniversary in early April. Since launching the Fund on April 1, 2014, we have invested in a manner consistent with our criteria and our strategy.

In the Municipal market, valuations are often disconnected from their underlying fundamentals, particularly during periods of heightened market volatility. As the Fund’s fiscal year began, the surprise US Presidential election result sent the municipal market into a tailspin. This was the market’s first serious bout of volatility since the Taper Tantrum of 2013 and we were thankful for the opportunities that emerged as a consequence.

For the twelve-month period, tax-exempt interest rates increased 25 to 30 basis points2 across the yield curve and the performance of credit-sensitive bonds was generally strong. The Fund’s tobacco holdings, New Jersey exposure, positions in California school districts and Auction-Rate Securities (ARS) all contributed positively to performance.

We invest our portfolios from the bottom-up and have continued to identify more opportunities in Revenue Bonds than in General Obligation issues (GO). As of October 31, 2017, the Fund held roughly 61% in Revenue Bonds and 39% in GOs. Beyond traditional credit opportunities, we have also actively invested in bonds with non-standard coupon structures, such as floating rate securities and zero-coupon bonds (zeros). As of October 31st, excluding cash equivalents, the Fund held roughly 20% in floating rate securities (“floaters”) and 19% in zeros. These exposures are consistent with our positioning in recent years.

The majority of the Fund’s floating rate securities are Auction Rate Securities (ARS). We own ARS of issuers we consider high quality and that pay coupons at a multiple of short-term indexes. The income generated from these securities has risen materially as a result of the Federal Reserve’s four rate hikes thus far this cycle. Over the last twelve months, the Fund experienced several par-priced ARS redemptions, notably New Jersey Turnpike and Greenwood Hospital, which materially added to performance.

We have also found significant value in intermediate maturity zero coupon bonds. Relative to comparable quality coupon-bearing debt, the Fund’s zeros offer meaningfully higher yield, no reinvestment risk, and


  

2

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017


strong protection from call risk. Owning a combination of floaters and zeros has allowed us to largely avoid the most expensive segment of the municipal yield curve — 1 to 5-year maturities. This positioning helps generate a yield advantage for the Fund.

The municipal market quickly recovered from its post-election weakness and anxiety about tax reform. As 2017 progressed, attractive opportunities became more difficult to identify and we gradually increased the Fund’s reserve positions by selling into market strength. In a repeat of history, the Fund’s fiscal year ended with negative investor sentiment pushing both yields and volatility higher. With our reserves in hand, we are optimistic that market valuations will continue to loosen and produce a growing number of opportunities for investment.

Thank you for your continued confidence and support.


1   Barclays 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   One “basis point” or ”bp” is 1/100th of a percent (0.01% or 0.0001).


  

financial statements  october 31, 2017

3

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
October 31, 2017

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, 2017 as compared to the BMBB.


 
 

The annualized gross expense ratios as shown in the February 28, 2017 prospectus for Class N and Class I shares were 1.03% and 0.68%, 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.


1   The 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.


  

4

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Intermediate Municipal Bond Fund, a series of BBH Trust (the “Trust”), as of October 31, 2017, 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 Trust’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 Trust 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 Trust’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, 2017, 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, 2017, 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.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2017


  

financial statements  october 31, 2017

5

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO ALLOCATION
October 31, 2017

BREAKDOWN BY SECURITY TYPE

         U.S. $ Value
     Percent of
Net Assets
Municipal Bonds
                   $ 86,614,945                  99.0 %    
Cash and Other Assets in Excess of Liabilities
                      874,913                  1.0     
NET ASSETS
                   $
87,489,858
                 100.0 %    
 

All data as of October 31, 2017. 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
                   $ 17,724,885                  20.5 %    
AA
                      27,035,610                  31.2     
A
                      35,684,240                  41.2     
BBB
                      6,170,210                  7.1     
TOTAL INVESTMENTS
                   $ 86,614,945                  100.0 %    
 

All data as of October 31, 2017. 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.

6

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (99.0%)
                                                           
                
Arizona (0.7%)
                                                           
$   475,000               
Salt Verde Financial Corp., Revenue Bonds
            12/01/19                  5.250 %              $ 510,535     
55,000               
Salt Verde Financial Corp., Revenue Bonds
            12/01/22                  5.250                  63,306     
                
Total Arizona
                                                    573,841     
                
California (12.7%)
                                                           
 1,000,000               
Anaheim City School District, General Obligation Bonds, NPFG1
            08/01/26                  0.000                  806,060     
2,000,000               
Anaheim City School District, General Obligation Bonds, AGM, NPFG1
            08/01/29                  0.000                  1,421,120     
750,000               
California Pollution Control Financing Authority, Revenue Bonds2,3
            11/01/40                  3.125                  779,385     
1,000,000               
California Statewide Communities Development Authority, Revenue Bonds2,3
            11/01/33                  2.625                   1,026,930     
1,000,000               
Golden State Tobacco Securitization Corp., Revenue Bonds, AGM1
            06/01/25                  0.000                  840,840     
1,100,000               
La Mesa-Spring Valley School District, General Obligation Bonds, NPFG1
            08/01/26                  0.000                  876,766     
25,000               
Long Beach Bond Finance Authority, Revenue Bonds
            11/15/19                  5.250                  26,805     
725,000               
Long Beach Bond Finance Authority, Revenue Bonds
            11/15/22                  5.250                  834,344     
30,000               
Long Beach Bond Finance Authority, Revenue Bonds (3-Month USD-LIBOR + 1.450%)2
            11/15/27                  2.331                  28,673     
500,000               
Monterey Peninsula Community
College District, General Obligation Bonds1
            08/01/26                  0.000                  409,170     
1,000,000               
Santa Ana Unified School District, General Obligation Bonds, NPFG1
            08/01/24                  0.000                  862,580     
180,000               
State of California, General Obligation Bonds (SIFMA Municipal Swap Index Yield + 1.150%)2
            05/01/20                  2.070                  182,808     
 


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

financial statements  october 31, 2017

7

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
California (continued)
                                                           
$ 1,000,000               
Ukiah Unified School District, General Obligation Bonds, NPFG1
            08/01/23                  0.000 %              $ 891,420     
1,000,000               
Ukiah Unified School District, General Obligation Bonds, NPFG1
            08/01/24                  0.000                  862,180     
590,000               
Ukiah Unified School District, General Obligation Bonds, NPFG1
            08/01/25                  0.000                  489,311     
1,120,000               
Whittier Union High School District, General Obligation Bonds1
            08/01/29                  0.000                  799,523     
                
Total California
                                                    11,137,915     
                
Connecticut (0.8%)
                                                     
725,000               
State of Connecticut, General Obligation Bonds (SIFMA Municipal Swap Index Yield + 0.990%)2
            03/01/25                  1.910                  720,693     
                
Total Connecticut
                                                    720,693     
                
Florida (3.0%)
                                                           
1,005,000               
County of Broward Airport System, Revenue Bonds
            10/01/25                  5.000                  1,139,378     
1,000,000               
County of Hillsborough Solid Waste & Resource Recovery,
Revenue Bonds
            09/01/24                  5.000                   1,173,880     
35,000               
Hillsborough County Aviation Authority, Revenue Bonds
            10/01/25                  5.000                  40,217     
10,000               
Hillsborough County Aviation Authority, Revenue Bonds
            10/01/26                  5.000                  11,491     
250,000               
Pinellas County Health Facilities Authority, Revenue Bonds, NPFG2,3
            11/15/23                  1.803                  236,257     
                
Total Florida
                                                    2,601,223     
                
Georgia (4.5%)
                                                     
1,500,000               
Bartow County Development Authority, Revenue Bonds2,3
            09/01/29                  2.050                  1,497,675     
2,000,000               
State of Georgia, General Obligation Bonds
            12/01/24                  5.000                  2,434,040     
                
Total Georgia
                                                    3,931,715     
 


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

8

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
Illinois (2.1%)
                                                           
$    75,000               
Chicago Park District, General Obligation Bonds
            01/01/19                  3.000 %              $ 76,031     
360,000               
Chicago Park District, General Obligation Bonds
            01/01/19                  4.000                  369,076     
100,000               
Chicago Park District, General Obligation Bonds
            01/01/19                  5.000                  103,667     
170,000               
Chicago Transit Authority, Revenue Bonds, AGC
            06/01/19                  5.250                  174,170     
320,000               
Chicago Transit Authority, Revenue Bonds, AGC
            06/01/22                  5.000                  333,613     
300,000               
Chicago Transit Authority, Revenue Bonds, AGC
            06/01/23                  5.250                  307,359     
165,000               
Chicago Transit Authority, Revenue Bonds, AGC
            06/01/24                  5.250                  169,047     
300,000               
Illinois Finance Authority, Revenue Bonds3
            11/07/17                  0.910                  300,000     
                
Total Illinois
                                                    1,832,963     
                
Indiana (1.8%)
                                                           
1,520,000               
Indiana University, Revenue Bonds
            06/01/29                  2.750                  1,529,257     
                
Total Indiana
                                                    1,529,257     
                
Kansas (0.4%)
                                                           
200,000               
City of La Cygne, Revenue Bonds, NPFG2,3
            04/15/27                  1.880                  179,320     
100,000               
City of St. Marys, Revenue Bonds, NPFG2,3
            04/15/32                  1.880                  89,471     
100,000               
City of Wamego, Revenue Bonds, NPFG2,3
            04/15/32                  1.840                  88,585     
                
Total Kansas
                                                    357,376     
                
Maryland (1.4%)
                                                           
1,000,000               
County of Howard, General Obligation Bonds
            02/15/27                  5.000                   1,253,060     
                
Total Maryland
                                                    1,253,060     


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

financial statements  october 31, 2017

9

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
Massachusetts (3.9%)
                                                           
$   300,000               
Commonwealth of Massachusetts, General Obligation Bonds, AGM2,3
            11/01/19                  2.608 %              $ 302,760     
1,500,000               
Commonwealth of Massachusetts, Revenue Bonds, AGM2,3
            06/01/22                  2.576                   1,569,780     
500,000               
Massachusetts Clean Water Trust, Revenue Bonds2,3
            08/01/23                  3.255                  505,530     
1,000,000               
Massachusetts Housing Finance Agency, Revenue Bonds
            12/01/21                  2.500                  1,019,420     
                
Total Massachusetts
                                                    3,397,490     
                
Michigan (7.1%)
                                                           
220,000               
Detroit City School District, General Obligation Bonds, FGIC
            05/01/20                  6.000                  243,091     
350,000               
Detroit City School District, General Obligation Bonds
            05/01/23                  5.000                  398,013     
95,000               
Detroit City School District, General Obligation Bonds, BHAC,
FGIC
            05/01/25                  5.250                  107,939     
90,000               
Detroit City School District, General Obligation Bonds, AGM
            05/01/27                  5.250                  108,194     
345,000               
Detroit City School District, General Obligation Bonds, AGM
            05/01/29                  6.000                  423,743     
1,510,000               
Detroit City School District, General Obligation Bonds, AGM
            05/01/30                  5.250                  1,856,590     
1,000,000               
Detroit City School District, General Obligation Bonds, AGM
            05/01/32                  5.250                  1,244,130     
105,000               
Michigan Finance Authority, Revenue Bonds,
            05/01/19                  5.000                  110,919     
1,425,000               
New Haven Community Schools, General Obligation Bonds
            05/01/26                  3.000                  1,492,602     
200,000               
University of Michigan, Revenue Bonds4
            11/01/17                  0.800                  200,000     
                
Total Michigan
                                                    6,185,221     


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

10

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
Minnesota (0.1%)
                                                           
$   100,000               
City of Minneapolis, Revenue Bonds4
            11/07/17                  0.900 %              $ 100,000     
                
Total Minnesota
                                                    100,000     
                
Missouri (1.0%)
                                                           
310,000               
Health & Educational Facilities Authority of the State of Missouri, Revenue Bonds, AMBAC2,3
            06/01/31                  1.657                  285,693     
600,000               
Health & Educational Facilities Authority of the State of Missouri, Revenue Bonds, AMBAC2,3
            06/01/31                  1.659                  552,671     
                
Total Missouri
                                                    838,364     
                
Nebraska (0.5%)
                                                           
355,000               
Central Plains Energy Project, Revenue Bonds
            09/01/27                  5.000                  399,091     
                
Total Nebraska
                                                    399,091     
                
New Hampshire (0.7%)
                                                           
600,000               
New Hampshire Health & Education Facilities Authority Act, Revenue Bonds4
            11/01/17                  0.900                  600,000     
                
Total New Hampshire
                                                    600,000     
                
New Jersey (17.4%)
                                                           
1,500,000               
New Jersey Economic Development Authority, Revenue Bonds (SIFMA Municipal Swap Index Yield + 1.550%)2
            09/01/27                  2.470                   1,465,455     
1,315,000               
New Jersey Transit Corp., Revenue Bonds
            09/15/19                  5.000                  1,383,525     
1,125,000               
New Jersey Transit Corp., Revenue Bonds
            09/15/20                  5.000                  1,216,339     
460,000               
New Jersey Transit Corp., Revenue Bonds
            09/15/21                  5.000                  504,468     
1,150,000               
New Jersey Transportation Trust Fund Authority, Revenue Bonds1
            12/15/26                  0.000                  810,025     


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

financial statements  october 31, 2017

11

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
New Jersey (continued)
                                                           
$ 1,850,000               
New Jersey Transportation Trust Fund Authority, Revenue Bonds1
            12/15/30                  0.000 %              $ 1,068,245     
2,500,000               
New Jersey Turnpike Authority, Revenue Bonds (1-Month USD-
LIBOR + 0.750%)2
            01/01/30                  1.618                  2,500,575     
8,150,000               
Tobacco Settlement Financing Corp., Revenue Bonds1
            06/01/41                  0.000                  2,295,937     
14,365,000               
Tobacco Settlement Financing Corp., Revenue Bonds1
            06/01/41                  0.000                  3,958,994     
                
Total New Jersey
                                                    15,203,563     
                
New York (14.5%)
                                                           
1,600,000               
City of New York, General Obligation Bonds4
            11/01/17                  0.900                  1,600,000     
200,000               
New York City Water & Sewer System, Revenue Bonds4
            11/01/17                  0.880                  200,000     
300,000               
New York City Water & Sewer System, Revenue Bonds4
            11/01/17                  0.880                  300,000     
400,000               
New York City Water & Sewer System, Revenue Bonds4
            11/01/17                  0.900                  400,000     
1,500,000               
New York City Water & Sewer System, Revenue Bonds4
            11/01/17                  0.900                  1,500,000     
1,000,000               
New York State Dormitory Authority, Revenue Bonds
            02/15/25                  5.000                  1,213,770     
120,000               
New York State Energy Research & Development Authority, Revenue Bonds, AMBAC2,3
            12/01/23                  3.104                  117,530     
700,000               
New York State Energy Research & Development Authority, Revenue Bonds, FGIC2,3
            06/01/25                  3.104                  665,503     
270,000               
New York State Energy Research & Development Authority, Revenue Bonds, AMBAC2,3
            12/01/25                  3.030                  265,639     


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

12

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
New York (continued)
                                                           
$   305,000               
New York State Energy Research & Development Authority, Revenue Bonds, AMBAC2,3
            12/01/26                  3.097 %              $    299,962     
600,000               
New York State Energy Research & Development Authority, Revenue Bonds, AMBAC2,3
            03/01/27                  3.050                  599,294     
1,890,000               
New York State Energy Research & Development Authority, Revenue Bonds, AMBAC2,3
            07/01/27                  3.100                  1,850,423     
110,000               
New York State Energy Research & Development Authority, Revenue Bonds, AMBAC2,3
            07/01/27                  3.097                  107,697     
2,000,000               
New York State Energy Research & Development Authority, Revenue Bonds, AMBAC2,3
            05/01/34                  1.593                  1,893,702     
490,000               
New York State Energy Research & Development Authority, Revenue Bonds, XLCA2,3
            07/01/29                  3.104                  484,580     
1,000,000               
Port Authority of New York & New Jersey, Revenue Bonds
            10/15/27                  5.000                  1,218,710     
                
Total New York
                                                    12,716,810     
                
North Carolina (1.9%)
                                                           
1,405,000               
County of Mecklenburg, General Obligation Bonds
            04/01/24                  5.000                  1,691,269     
                
Total North Carolina
                                                    1,691,269     
                
Ohio (0.3%)
                                                           
100,000               
County of Montgomery,
Revenue Bonds4
            11/01/17                  0.900                  100,000     
200,000               
Ohio Higher Educational Facility Commission, Revenue Bonds4
            11/01/17                  0.900                  200,000     
                
Total Ohio
                                                    300,000     


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

financial statements  october 31, 2017

13

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
Pennsylvania (5.1%)
                                                           
$  150,000               
Allegheny County Airport Authority, Revenue Bonds, FGIC
            01/01/22                  5.000 %              $    168,144     
50,000               
Allegheny County Airport Authority, Revenue Bonds, FGIC
            01/01/23                  5.000                  57,007     
  300,000               
Geisinger Authority, Revenue Bonds4
            11/01/17                  0.890                     300,000     
100,000               
Hospitals & Higher Education Facilities Authority of Philadelphia, Revenue Bonds4
            11/01/17                  0.900                  100,000     
255,000               
School District of Philadelphia, General Obligation Bonds, AGM, FGIC
            06/01/24                  5.000                  292,546     
1,100,000               
School District of Philadelphia, General Obligation Bonds
            09/01/24                  5.000                  1,266,441     
1,000,000               
School District of Philadelphia, General Obligation Bonds
            09/01/27                  5.000                  1,154,940     
1,000,000               
State Public School Building Authority, Revenue Bonds
            06/01/32                  5.000                  1,129,910     
                
Total Pennsylvania
                                                    4,468,988     
                
South Dakota (0.5%)
                                                           
430,000               
Educational Enhancement Funding Corp., Revenue Bonds
            06/01/25                  5.000                  476,909     
                
Total South Dakota
                                                    476,909     
                
Texas (11.0%)
                                                           
1,000,000               
Allen Independent School District, General Obligation Bonds
            02/15/25                  5.000                  1,215,290     
325,000               
City of Houston Airport System, Revenue Bonds, AGM2,3
            07/01/30                  2.421                  306,652     
750,000               
City of Houston Airport System, Revenue Bonds, AGM2,3
            07/01/30                  2.461                  707,734     
475,000               
City of Houston Airport System, Revenue Bonds, XLCA2,3
            07/01/32                  2.480                  447,037     
525,000               
City of Houston Airport System, Revenue Bonds, XLCA2,3
            07/01/32                  2.480                  494,046     


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

14

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
Texas (continued)
                                                           
$  725,000               
City of Houston Airport System, Revenue Bonds, XLCA2,3
            07/01/32                  2.485 %              $ 682,390     
1,000,000               
Dallas Love Field, Revenue Bonds
            11/01/25                  5.000                  1,187,370     
1,000,000               
Houston Independent School District, General Obligation Bonds
            02/15/25                  5.000                  1,215,290     
2,000,000               
State of Texas, General Obligation Bonds
            04/01/25                  5.000                   2,433,000     
380,000               
Texas Municipal Gas Acquisition & Supply Corp. I, Revenue Bonds
            12/15/19                  5.250                  408,371     
95,000               
Texas Municipal Gas Acquisition & Supply Corp. I, Revenue Bonds
            12/15/20                  5.250                  104,715     
400,000               
Texas Municipal Gas Acquisition & Supply Corp. I, Revenue Bonds
            12/15/21                  5.250                  450,644     
                
Total Texas
                                                    9,652,539     
                
Virginia (2.8%)
                                                           
2,000,000               
County of Arlington, General Obligation Bonds
            08/15/25                  5.000                  2,464,600     
                
Total Virginia
                                                    2,464,600     
                
Washington (1.2%)
                                                           
500,000               
Port of Seattle, Revenue Bonds
            06/01/23                  5.000                  573,700     
425,000               
Port of Seattle, Revenue Bonds
            06/01/27                  3.750                  442,591     
                
Total Washington
                                                    1,016,291     


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

financial statements  october 31, 2017

15

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

Principal
Amount
              Maturity
Date
     Interest
Rate
     Value
                
MUNICIPAL BONDS (continued)
                                                           
                
Wisconsin (3.6%)
                                                           
$  280,000               
County of Milwaukee Airport, Revenue Bonds
            12/01/28                  5.250 %              $ 324,377     
1,000,000               
Public Finance Authority, Revenue Bonds2,3
            07/01/29                  2.000                  1,009,680     
1,500,000               
State of Wisconsin, General Obligation Bonds
            05/01/25                  5.000                  1,831,710     
                
Total Wisconsin
                                                    3,165,767     
                
Total Municipal Bonds
(Identified cost $84,503,902)
                                                    86,614,945     
TOTAL INVESTMENTS (Identified cost $84,503,902)5        99.0 %              $ 86,614,945     
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES        1.0 %                 874,913     
NET ASSETS        100.0 %              $ 87,489,858     
 


1   Security issued with zero coupon. Income is recognized through accretion of discount.
2   Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2017 coupon or interest rate.
3   This variable rate security is based on a predetermined schedule and the rate at year end also represents the reference rate at year end.
4   Variable rate demand note. The maturity date reflects the demand repayment dates. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the coupon or interest rate as of October 31, 2017.
5   The aggregate cost for federal income tax purposes is $84,503,902, the aggregate gross unrealized appreciation is $2,173,214, and the aggregate gross unrealized depreciation is $62,171, resulting in net unrealized appreciation of $2,111,043.

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.

LIBOR – London Interbank Offered Rate.

NPFG – National Public Finance Guaranty Corp.

SIFMA – Securities Industry and Financial Markets Association.

XLCA – XL Capital Assurance, Inc.


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

16

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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.

Authoritative guidance establishes three levels of the fair value hierarchy as follows:

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

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


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

financial statements  october 31, 2017

17

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)
October 31, 2017

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 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, 2017.

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, 2017
Municipal Bonds**
                   $     —                $ 86,614,945               $     —                $ 86,614,945     
Investments, at value
                   $                $ 86,614,945               $                $ 86,614,945     
 


* 
  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, 2017.
**
  For geographical breakdown of municipal bond investments, refer to the Portfolio of Investments.


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

18

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2017

ASSETS:
                             
Investments in securities, at value (Identified cost $84,503,902)
                   $ 86,614,945     
Cash
                      371,050     
Receivables for:
                             
Interest
                      589,069     
Shares sold
                      19,468     
Investment advisory and administrative fee waiver reimbursement
                      13,840     
Prepaid assets
                      591      
Total Assets
                      87,608,963     
             
LIABILITIES:
                             
Payables for:
                             
Professional fees
                      54,159     
Investment advisory and administrative fees
                      28,652     
Shares redeemed
                      6,693     
Transfer agent fees
                      5,394     
Custody and fund accounting fees
                      5,115     
Distributor fees
                      4,286     
Shareholder servicing fees
                      2,580     
Board of Trustees’ fees
                      354      
Accrued expenses and other liabilities
                      11,872     
Total Liabilities
                      119,105     
NET ASSETS
                   $ 87,489,858     
Net Assets Consist of:
                             
Paid-in capital
                   $ 84,573,333     
Accumulated net realized gain on investments in securities
                      805,482     
Net unrealized appreciation/(depreciation) on investments in securities
                      2,111,043     
Net Assets
                   $ 87,489,858     
NET ASSET VALUE AND OFFERING PRICE PER SHARE
                             
CLASS N SHARES
                             
($15,982,155 ÷ 1,524,419 shares outstanding)
                 $10.48  
CLASS I SHARES
              
 
($71,507,703 ÷ 6,828,103 shares outstanding)
                 $10.47  
 


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

financial statements  october 31, 2017

19

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

STATEMENT OF OPERATIONS
For the year ended October 31, 2017

NET INVESTMENT INCOME:
                             
Income:
                             
Interest
                   $ 2,443,517     
Other income
                      122      
Total Income
                      2,443,639     
             
Expenses:
                             
Investment advisory and administrative fees
                      334,405     
Professional fees
                      64,106     
Board of Trustees’ fees
                      54,743     
Custody and fund accounting fees
                      39,831     
Shareholder servicing fees
                      39,101     
Registration fees
                      34,070     
Transfer agent fees
                      31,113     
Distributor fees
                      17,636     
Miscellaneous expenses
                      35,392     
Total Expenses
                      650,397     
Investment advisory and administrative fee waiver
                      (202,356 )    
Expense offset arrangement
                      (709 )    
Net Expenses
                      447,332     
Net Investment Income
                      1,996,307     
             
NET REALIZED AND UNREALIZED GAIN/(LOSS):
                             
Net realized gain on investments in securities
                      1,099,658     
Net change in unrealized appreciation/(depreciation) on
investments in securities
                      (534,966 )    
Net Realized and Unrealized Gain
                      564,692     
Net Increase in Net Assets Resulting from Operations
                   $
2,560,999
    
 


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

20

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

STATEMENTS OF CHANGES IN NET ASSETS
  

         For the years ended October 31,
         2017
     2016
INCREASE IN NET ASSETS:
                                                 
Operations:
                                                 
Net investment income
                   $ 1,996,307               $ 1,682,680     
Net realized gain on investments in securities
                      1,099,658                  1,254,006     
Net change in unrealized appreciation/(depreciation)
on investments in securities
                      (534,966 )                 1,415,612     
Net increase in net assets resulting from operations
                      2,560,999                  4,352,298     
Dividends and distributions declared:
                                                 
From net investment income:
                                                 
Class N
                      (449,944 )                 (421,806 )    
Class I
                      (1,740,315 )                 (1,260,733 )    
From net realized gains:
                                                 
Class N
                      (307,076 )                 (54,688 )    
Class I
                      (842,969 )                 (143,942 )    
Total dividends and distributions declared
                      (3,340,304 )                 (1,881,169 )    
Share transactions:
                                                 
Proceeds from sales of shares
                      22,328,960 *                 15,152,028     
Net asset value of shares issued to shareholders for
reinvestment of dividends and distributions
                      1,394,699                  720,752     
Proceeds from short-term redemption fees
                      146                   542      
Cost of shares redeemed
                      (24,953,058 )*                 (20,695,368 )    
Net decrease in net assets resulting from
share transactions
                      (1,229,253 )                 (4,822,046 )    
Total decrease in net assets
                      (2,008,558 )                 (2,350,917 )    
NET ASSETS:
                                                 
Beginning of year
                      89,498,416                  91,849,333     
End of year (including undistributed net investment income of $0 and $141, respectively)
                   $
87,489,858
              $
89,498,416
    
 


* 
  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, 2017

21

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

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

            For the
period from
April 1, 2014
(commencement
of operations)
to October 31,
2014
           
           
         For the years ended October 31,
    
         2017
     2016
     2015
    
Net asset value, beginning of period
                   $ 10.56               $ 10.29               $ 10.30               $ 10.00     
Income from investment operations:
                                                                                         
Net investment income1
                      0.22                  0.18                  0.15                  0.09     
Net realized and unrealized gain
                      0.11                  0.29                  0.08                  0.29     
Total income from investment operations
                      0.33                  0.47                  0.23                  0.38     
Less dividends and distributions:
                                                                                         
From net investment income
                      (0.26 )                 (0.18 )                 (0.16 )                 (0.08 )    
From net realized gains
                      (0.15 )                 (0.02 )                 (0.08 )                      
Total dividends and distributions
                      (0.41 )                 (0.20 )                 (0.24 )                 (0.08 )    
Short-term redemption fees1
                      0.00 2                 0.00 2                 0.00 2                      
Net asset value, end of period
                   $ 10.48               $ 10.56               $ 10.29               $ 10.30     
Total return
                      3.20 %                 4.64 %                 2.29 %                 3.82 %3    
                                     
Ratios/Supplemental data:
                                                                                         
Net assets, end of period (in millions)
              
$16
    
$23
    
$26
    
$1
Ratio of expenses to average net assets
before reductions
                      1.05 %                 1.03 %                 1.10 %                 8.78 % 4    
Fee waiver
                      0.40 %5                 0.38 %5                 0.45 %5                 8.13 %4,5    
Expense offset arrangement
                      0.00 %6                 0.00 %6                 0.00 %6                 0.00 %4,6    
Ratio of expenses to average net assets
after reductions
                      0.65 %                 0.65 %                 0.65 %                 0.65 %4    
Ratio of net investment income to average
net assets
                      2.16 %                 1.73 %                 1.43 %                 1.43 %4    
Portfolio turnover rate
                      125 %                 77 %                 142 %                 91 %    
Portfolio turnover rate7
                      64 %                 40 %                 83 %                 56 %    
 


1   Calculated using average shares outstanding for the period.
2   Less than $0.01.
3   Not annualized.
4   Annualized with the exception of audit fees and registration fees.
5   The ratio of expenses to average net assets for the years ended October 31, 2017, 2016 and 2015 and the period ended October 31, 2014, reflect fees reduced as result of a contractual operating expense limitation of the share class of 0.65%. The agreement is effective beginning on April 1, 2014 and will terminate on March 1, 2018, unless it is renewed by all parties to the agreement. For the years ended October 31, 2017, 2016 and 2015 and the period from April 1, 2014 to October 31, 2014, the waived fees were $78,871, $92,199, $71,871 and $47,942, respectively.
6   Less than 0.01%.
7   The portfolio turnover rate excludes variable rate demand notes.


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

22

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

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

            For the
period from
April 1, 2014
(commencement
of operations)
to October 31,
2014
           
           
         For the years ended October 31,
    
         2017
     2016
     2015
    
Net asset value, beginning of period
                   $ 10.55               $ 10.28               $ 10.30               $ 10.00     
Income from investment operations:
                                                                                         
Net investment income1
                      0.25                  0.20                  0.18                  0.09     
Net realized and unrealized gain
                      0.09                  0.29                  0.06                  0.30     
Total income from investment operations
                      0.34                  0.49                  0.24                  0.39     
Less dividends and distributions:
                                                                                         
From net investment income
                      (0.27 )                 (0.20 )                 (0.18 )                 (0.09 )    
From net realized gains
                      (0.15 )                 (0.02 )                 (0.08 )                      
Total dividends and distributions
                      (0.42 )                 (0.22 )                 (0.26 )                 (0.09 )    
Short-term redemption fees1
                      0.00 2                 0.00 2                 0.00 2                      
Net asset value, end of period
                   $ 10.47               $ 10.55               $ 10.28               $ 10.30     
Total return
                      3.36 %                 4.80 %                 2.33 %                 3.89 %3    
                                     
Ratios/Supplemental data:
                                                                                         
Net assets, end of period (in millions)
              
$71
    
$66
    
$66
    
$52
Ratio of expenses to average net assets
before reductions
                      0.69 %                 0.68 %                 0.78 %                 0.88 %4    
Fee waiver
                      0.19 %5                 0.18 %5                 0.28 %5                 0.38 %4,5    
Expense offset arrangement
                      0.00 %6                 0.00 %6                 0.00 %6                 0.00 %4,6    
Ratio of expenses to average net assets
after reductions
                      0.50 %                 0.50 %                 0.50 %                 0.50 %4    
Ratio of net investment income to average
net assets
                      2.46 %                 1.88 %                 1.72 %                 1.49 %4    
Portfolio turnover rate
                      125 %                 77 %                 142 %                 91 %    
Portfolio turnover rate7
                      64 %                 40 %                 83 %                 56 %    
 


1   Calculated using average shares outstanding for the period.
2   Less than $0.01.
3   Not annualized.
4   Annualized with the exception of audit fees and registration fees.
5   The ratio of expenses to average net assets for the years ended October 31, 2017, 2016 and 2015 and the period ended October 31, 2014, reflect fees reduced as result of a contractual operating expense limitation of the share class of 0.50%. The agreement is effective for period beginning on April 1, 2014 and will terminate on March 1, 2018, unless it is renewed by all parties to the agreement. For the years ended October 31, 2017, 2016 and 2015 and the period from April 1, 2014 to October 31, 2014, the waived fees were $123,485, $121,168, $163,323 and $137,383, respectively.
6   Less than 0.01%.
7   The portfolio turnover rate excludes variable rate demand notes.


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

financial statements  october 31, 2017

23

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS
October 31, 2017

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, 2017, 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 (the “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


  

24

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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, 2017, 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, 2017, 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 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.

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 $757,020 and $2,583,284


  

financial statements  october 31, 2017

25

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

  to Class N and Class I shareholders, respectively, during the year ended October 31, 2017. 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 years ended October 31, 2017 and 2016, 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
2017:
                   $ 795,101               $ 705,293               $ 1,500,394               $ 1,839,910               $     —                $ 3,340,304     
2016:
                      474,909                  124,475                  599,384                  1,281,785                                    1,881,169     
 

As of October 31, 2017 and 2016, 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
     Book
unrealized
appreciation/
(depreciation)
     Total
accumulated
earnings / (deficit)
2017:
                   $ 108,314               $ 697,168               $ 805,482               $     —                $     —                $ 2,111,043               $ 2,916,525     
2016:
                      638,250                  511,015                  1,149,265                                                      2,646,009                  3,795,274     
 

The Fund did not have a net capital loss carryforward at October 31, 2017.

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 financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.


  

26

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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, portfolio management and 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 0.40% of the Fund’s average daily net assets. For the year ended October 31, 2017, the Fund incurred $334,405 under the Agreement.

B.
  Investment Advisory and Administrative Fee Waiver. 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, 2018, 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, 2017, the Investment Adviser waived fees in the amount of $78,871 and $123,485 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 0.20% of Class N shares’ average daily net assets. For the year ended October 31, 2017, Class N shares of the Fund incurred $39,101 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, 2017, the Fund incurred $39,831 in custody and fund accounting fees. These fees for the Fund were reduced by $709 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


  

financial statements  october 31, 2017

27

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the year ended October 31, 2017, was $530. This amount is included under line item “Custody and Fund Accounting Fees” in the Statement of Operations.

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, 2017, the Fund incurred $54,743 in independent Trustee compensation and reimbursements.

F.
  Affiliated Ownership. As of October 31, 2017, BBH is the owner of record of 49.8% of the total outstanding shares of the Fund.
4.
  Investment Transactions. For the year ended October 31, 2017, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, was $104,036,350 and $108,855,666, 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, 2017
     For the year ended
October 31, 2016
    
         Shares
     Dollars
     Shares
     Dollars
Class N
                                                                                         
Shares sold
                      453,720               $ 4,704,644                  456,024               $ 4,784,482     
Shares issued in connection with
reinvestments of dividends
                      61,745                  633,673                  36,145                  378,154     
Proceeds from short-term redemption fees
                      N/A                   118                   N/A                   105      
Shares redeemed
                      (1,188,349 )                 (12,342,086 )                 (817,062 )                 (8,568,577 )    
Net decrease
                      (672,884 )              $ (7,003,651 )                 (324,893 )              $ (3,405,836 )    
Class I
                                                                                         
Shares sold
                      1,700,059               $ 17,624,316                  989,906               $ 10,367,546     
Shares issued in connection with
reinvestments of dividends
                      73,690                  761,026                  32,728                  342,598     
Proceeds from short-term redemption fees
                      N/A                   28                   N/A                   437      
Shares redeemed
                      (1,227,128 )                 (12,610,972 )                 (1,155,115 )                 (12,126,791 )    
Net increase (decrease)
                      546,621               $ 5,774,398                  (132,481 )              $ (1,416,210 )    
 


  

28

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the year ended October 31, 2017. Specifically:

During the year 2017, 506,895 shares of Class N were exchanged for 507,378 shares of Class I valued at $5,342,523.

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, as the Fund’s exposure to similar municipal revenue sectors increases, the Fund will become more sensitive to adverse economic, business or political developments relevant to these sectors (municipal revenue sector 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.


  

financial statements  october 31, 2017

29

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 2017

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.
  Recent pronouncements.
A.
  Regulation S-X. In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The changes related to Regulation S-X are reflected in the financial statements.
B.
  ASU 2017-08. In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (the “ASU”) which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU is effective for years, and interim periods within those years, beginning after December 15, 2018. Management is currently evaluating the application of ASU 2017-08 and its impact, if any, on the Fund’s financial statements.
8.
  Subsequent Events. Management has evaluated events and transactions that have occurred since October 31, 2017 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements.


  

30

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

DISCLOSURE OF FUND EXPENSES
October 31, 2017 (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, 2017 to October 31, 2017).

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, 2017

31

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

DISCLOSURE OF FUND EXPENSES (continued)
October 31, 2017 (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, 2017
     Ending
Account Value
October 31, 2017
     Expenses Paid
During Period
May 1, 2017 to
October 31, 20171
Class N
                                                                     
Actual
                   $       1,000               $    1,036               $    3.34     
Hypothetical2
                   $ 1,000               $    1,022               $ 3.31     
 
         Beginning
Account Value
May 1, 2017
     Ending
Account Value
October 31, 2017
     Expenses Paid
During Period
May 1, 2017 to
October 31, 20171
Class I
                                                                     
Actual
                   $       1,000               $       1,037               $    2.57     
Hypothetical2
                   $ 1,000               $ 1,023               $ 2.55     
 


1   Expenses 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).
2   Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses.


  

32

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICT OF INTEREST
October 31, 2017 (unaudited)

Conflicts of Interest

BBH, including the Investment Adviser, provides discretionary and non-discretionary investment management services and products to corporations, institutions and individual investors throughout the world. As a result, in the ordinary course of its businesses, BBH, including the Investment Adviser, may engage in activities in which its interests or the interests of its clients may conflict with or be adverse to the interests of the Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all investment management clients, including the Fund. BBH, including the Investment Adviser, has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, BBH&Co., including the Investment Adviser, monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH, including the Investment Adviser, has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. The Investment Adviser 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 of interest. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified below 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.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of its investment management services. This section is not, and is not intended to be, a complete enumeration or explanation of all of the potential conflicts of interest that may arise. The Investment Adviser and the Fund has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.


  

financial statements  october 31, 2017

33

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICT OF INTEREST (continued)
October 31, 2017 (unaudited)

Other Clients and Allocation of Investment Opportunities. BBH, including the Investment Adviser. manages funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH, including the Investment Adviser, faces conflicts of interest when it renders investment advisory services to different clients and, from time to time, provides dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and BBH’s Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients managed by BBH. Accordingly, such Other Clients managed by BBH, may produce results that are materially different from those experienced by the Fund. Certain other 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 funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by BBH&Co. could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, the investment methods and strategies that the Investment Adviser utilizes in managing the Fund are utilized by BBH, including the Investment Adviser, in managing investments for Other Clients. From time to time, BBH, including the Investment Adviser, establishes, sponsors and is affiliated with other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because BBH may have an incentive to allocate investment opportunities to certain accounts or funds. 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.

Actual or potential conflicts of interest may also arise when a portfolio manager has management responsibilities to multiple accounts or funds, resulting in unequal commitment of time and attention to the portfolio management of the funds or accounts.

Affiliated Service Providers. 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


  

34

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICT OF INTEREST (continued)
October 31, 2017 (unaudited)


agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser and BBH’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. 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. Allocations of aggregated trades, particularly trade orders that were only partially filled due to limited availability, raise a potential conflict of interest because BBH has an incentive to allocate trades to certain accounts or funds.

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

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


  

financial statements  october 31, 2017

35

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICT OF INTEREST (continued)
October 31, 2017 (unaudited)


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.

Investments in BBH Funds. 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. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have superior performance. BBH, the Investment Adviser and their affiliates providing services to the Fund benefit from additional fees when the Fund is included as an investment by a discretionary investment advisory client.

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


  

36

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICT OF INTEREST (continued)
October 31, 2017 (unaudited)


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.

Valuation. 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.

Referral Arrangements. 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.

Personal Trading. BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, face conflicts of interest when transacting in securities for their own accounts because they could benefit by trading in the same securities as the Fund, which could have an adverse effect on the Fund.

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business.


  

financial statements  october 31, 2017

37

 
 


BBH INTERMEDIATE MUNICIPAL BOND FUND

ADDITIONAL FEDERAL TAX INFORMATION
October 31, 2017 (unaudited)

The Fund hereby designates $705,293 as an approximate amount of capital gain dividend for the purpose of dividends paid deduction.

The qualified investment income (QII) percentage for the year ended October 31, 2017 was 100%. In January 2018, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2017. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.


  

38

 
 


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 Year
   

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 Trusteeˆ
   
Other Public
Company or Investment
Company
Directorships
held by
Trustee
During Past
5 Years
Independent Trustees
 
H. Whitney Wagner
Birth Year: 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 adviser.
    
6
    
None.
Andrew S. Frazier
Birth Year: 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 Year: 1956
    
Trustee
    
Since 2011
    
Partner of Brown Investment Advisory Incorporated, a registered investment adviser.
    
6
    
Chairman of Dillon Trust Company.
John M. Tesoro
Birth Year: 1952
    
Trustee
    
Since 2014
    
Partner, Certified Public Accountant, KPMG LLP (Retired in September 2012).
    
6
    
Trustee, Bridge
Builder Trust (8 Funds)
Director; Teton Advisors, Inc. (a registered
investment adviser).
 


  

financial statements  october 31, 2017

39

 
 


TRUSTEES AND OFFICERS OF BBH INTERMEDIATE MUNICIPAL BOND FUND

(unaudited)
  

Name, Address
and Birth Year
   
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 Trusteeˆ
   
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 Year: 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).
    
6
    
None.
John A. Gehret+
140 Broadway
New York, NY 10005
Birth Year: 1959
    
Trustee
    
Since 2011
    
Limited Partner of BBH&Co. (2012-present); General Partner of BBH&Co. (1998 to 2011). Director of BBH Luxembourg S.C.A. (since 2012); Director of BBH Trust (Cayman) Company Ltd. (since 2012).
    
6
    
None.
 


  

40

 
 


TRUSTEES AND OFFICERS OF BBH INTERMEDIATE MUNICIPAL BOND FUND

(unaudited)
  

Name, Address
and Birth Year
   
Position(s)
Held with
the Trust
   
Term of
Office and
Length of
Time
Served#
   
Principal Occupation(s) During
Past 5 Years
Officers
    
 
                   
Jean-Pierre Paquin
140 Broadway
New York, NY 10005
Birth Year: 1973
    
President and Principal Executive Officer
    
Since 2016
    
Partner of BBH&Co. since 2015; joined BBH&Co. in 1996.
Daniel Greifenkamp
140 Broadway
New York, NY 10005
Birth Year: 1969
    
Vice President
    
Since 2016
    
Managing Director of BBH&Co. since 2014; joined BBH&Co. in 2011.
Charles H. Schreiber
140 Broadway
New York, NY 10005
Birth Year: 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 Year: 1959
    
Chief Compliance Officer (“CCO”)
    
Since 2015
    
Senior Vice President of BBH&Co. since September 2015; Executive Director, Counsel, Morgan Stanley Smith Barney LLC (2009-September 2015).
Keith M. Kelley
140 Broadway
New York, NY 10005
Birth Year: 1983
    
Anti-Money Laundering Officer (“AMLO”)
    
Since 2016
    
Vice President of BBH&Co. since February 2016; joined BBH&Co. in 2016; Director, Legal and Compliance, Morgan Stanley Smith Barney LLC (2014-February 2016); Compliance Manager, State Street Corporation (2013-2014); Associate, J.P. Morgan Chase & Co. (2011-2013).


  

financial statements  october 31, 2017

41

 
 


TRUSTEES AND OFFICERS OF BBH INTERMEDIATE MUNICIPAL BOND FUND

(unaudited)
  

Name, Address
and Birth Year
   
Position(s)
Held with
the Trust
   
Term of
Office and
Length of
Time
Served#
   
Principal Occupation(s) During
Past 5 Years
Suzan M. Barron
50 Post Office Square
Boston, MA 02110
Birth Year: 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 Year: 1967
    
Assistant Treasurer
    
Since 2011
    
Vice President of BBH&Co. since 2009.
 


#
  All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). 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.
ˆ
  The Fund Complex consists of the Trust, which has six series, and each is counted as one “Portfolio” for purposes of this table.


  

42

 
 

Administrator
Brown Brothers Harriman & Co.
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
1-800-575-1265
              
Investment Adviser
Brown Brothers Harriman
   Mutual Fund Advisory
   Department
140 Broadway
New York, NY 10005
 

To obtain information or make shareholder inquiries:

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

This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund.

For more complete information, visit www.bbhfunds.com for a prospectus. You should consider the Fund’s investment objectives, risks, charges and expenses carefully before you invest. Information about these and other important subjects is in the Fund’s prospectus, which you should read carefully before investing.

Opinions, forecasts, and discussions about investment strategies represent Fund management’s views as of the date of this commentary and are subject to change without notice. References to specific securities, asset classes, and financial markets are for illustrative purposes only and are not intended to be, and should not be interpreted as recommendations.

Holdings and allocations are subject to change. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

The Fund files with the Securities and Exchange Commission (“SEC”) a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its 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, without charge, upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE



 
 


 Item 2. Code of Ethics.

 

  As of the period ended October 31, 2017 (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 $302,000 for 2017 and $274,750 for 2016.

 

(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 2017 and $0 for 2016.

 

(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 $36,726 for 2017 and $35,496 for 2016.  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 $40,400 for 2017 and $57,800 for 2016.

 

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 $1,664,835 for 2017 and $1,765,095 for 2016.

 

(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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

  Not applicable.

 

Item 13. 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 5, 2018

 

 

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 5, 2018

 

 

 

By: (Signature and Title)

 

 

/s/ Charles H. Schreiber                                  

Charles H. Schreiber

Title: Treasurer (Principal Financial Officer)

Date: January 5, 2018