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 U.S. Government Money Market 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: June 30
Date of reporting period: June 30, 2018
Item 1. Report to Stockholders.
BBH U.S. GOVERNMENT MONEY MARKET FUND
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
June 30, 2018
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE (continued)
June 30, 2018
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BBH U.S. Government Money Market Fund:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of June 30, 2018, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
August 22,
2018
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PORTFOLIO ALLOCATION
June 30, 2018
U.S. $ Value |
Percent of Net Assets |
|||||||||
U.S. Government Agency Obligations |
$ | 249,729,781 | 14.1 | % | ||||||
U.S. Treasury Bills |
1,346,885,577 | 76.0 | ||||||||
Repurchase Agreements |
175,000,000 | 9.9 | ||||||||
Liabilities in Excess of Other Assets |
(234,776 | ) | 0.0 | |||||||
NET ASSETS |
$ | 1,771,380,582 | 100.0 | % |
PORTFOLIO OF INVESTMENTS
June 30, 2018
Principal Amount |
Maturity Date |
Interest Rate |
Value |
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U.S. GOVERNMENT AGENCY OBLIGATIONS (14.1%) |
||||||||||||||||
$ 50,000,000 | Federal Home Loan Bank Discount Notes1 |
07/06/18 | 1.832 | % | $ | 49,987,299 | ||||||||||
50,000,000 | Federal Home Loan Bank Discount Notes1 |
07/18/18 | 1.870 | 49,955,965 | ||||||||||||
25,000,000 | Federal Home Loan Bank Discount Notes1 |
07/20/18 | 1.870 | 24,975,392 | ||||||||||||
75,000,000 | Federal Home Loan Bank Discount Notes1,2 |
07/24/18 | 1.865 | 74,910,875 | ||||||||||||
50,000,000 | Federal Home Loan Bank Discount Notes1 |
08/08/18 | 1.895 | 49,900,250 | ||||||||||||
Total U.S. Government Agency Obligations (Identified cost $249,729,781) |
249,729,781 | |||||||||||||||
U.S. TREASURY BILLS (76.0%) |
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100,000,000 | U.S. Treasury Bill1,2 |
07/05/18 | 1.714 | 99,981,017 | ||||||||||||
100,000,000 | U.S. Treasury Bill1,2 |
07/12/18 | 1.737 | 99,947,108 | ||||||||||||
105,000,000 | U.S. Treasury Bill1,2 |
07/19/18 | 1.758 | 104,908,045 | ||||||||||||
75,000,000 | U.S. Treasury Bill1 |
07/26/18 | 1.800 | 74,906,693 | ||||||||||||
150,000,000 | U.S. Treasury Bill1,2 |
08/02/18 | 1.814 | 149,759,182 | ||||||||||||
130,000,000 | U.S. Treasury Bill1,2 |
08/09/18 | 1.839 | 129,742,384 | ||||||||||||
115,000,000 | U.S. Treasury Bill1,2 |
08/16/18 | 1.864 | 114,727,418 | ||||||||||||
115,000,000 | U.S. Treasury Bill1,2 |
08/23/18 | 1.863 | 114,685,975 | ||||||||||||
125,000,000 | U.S. Treasury Bill1,2 |
08/30/18 | 1.873 | 124,611,613 | ||||||||||||
145,000,000 | U.S. Treasury Bill1,2 |
09/06/18 | 1.915 | 144,486,147 | ||||||||||||
75,000,000 | U.S. Treasury Bill1,2 |
09/13/18 | 1.898 | 74,708,779 | ||||||||||||
25,000,000 | U.S. Treasury Bill1 |
09/20/18 | 1.911 | 24,893,125 | ||||||||||||
65,000,000 | U.S. Treasury Bill1,2 |
09/27/18 | 1.905 | 64,699,309 | ||||||||||||
25,000,000 | U.S. Treasury Bill1 |
11/01/18 | 2.021 | 24,828,782 | ||||||||||||
Total U.S. Treasury Bills (Identified cost $1,346,885,577) |
1,346,885,577 |
The accompanying notes are an integral part of these
financial statements.
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PORTFOLIO OF INVESTMENTS (continued)
June 30, 2018
Principal Amount |
Maturity Date |
Interest Rate |
Value | |||||||||||||
REPURCHASE AGREEMENTS (9.9%) |
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$ 55,000,000 | BNP Paribas (Agreement dated 06/29/18 collateralized by FHLMC 3.500%-4.000%, due 12/01/40-10/01/47, original par $62,921,028, value $33,532,925, FNMA 3.000%-7.500%, due 08/01/27-05/01/56, original par
$21,728,997, value $13,156,879, GNMA 2.750%-4.500%, due 08/20/41-04/20/48, original par $22,068,533, value $9,363,615,
U.S. Treasury Securities 0.750%-8.750%, due 07/31/18-05/15/20, original par $45,600, value $46,581) |
07/02/18 | 2.120 | % | $ 55,000,000 | |||||||||||
65,000,000 | National Australia Bank, Ltd. (Agreement dated 06/29/18 collateralized by U.S. Treasury Notes 3.125%, due 05/15/19, original par
$65,660,000, value 66,300,000) |
07/02/18 | 2.050 | 65,000,000 |
The accompanying notes are an integral part of these
financial statements.
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2018
Principal Amount |
Maturity Date |
Interest Rate |
Value |
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REPURCHASE AGREEMENTS (continued) |
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$ 50,000,000 | Societe Generale (Agreement dated 06/29/18 collateralized by FHLMC 0.000%-5.961%, due 09/01/20-09/01/43, original par $44,824,431,
value $17,381,133, FNMA 2.486%-4.000%, due 06/01/20-03/01/48, original par $10,812,420, value $10,833,074, GNMA 2.625%-4.500%, due 01/20/26-07/20/47,
original par $91,218,704, value $15,225,729, REFC 0.000%, due 01/15/28- 04/15/30, original par $18,416,000, value $12,660,064) |
07/02/18 | 2.070 | % | $ | 55,000,000 | ||||||
Total Repurchase Agreements (Identified cost $175,000,000) |
175,000,000 | |||||||||||
TOTAL INVESTMENTS (Identified cost $1,771,615,358)3 | 100 | % | $ | 1,771,615,358 | ||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS | 0.0 | % | (234,776 | ) | ||||||||
NET ASSETS | 100.0 | % | $ | 1,771,380,582 |
1 | Coupon represents a yield to maturity. |
2 | Coupon represents a weighted average yield. |
3 | The aggregate cost for federal income tax purpose is $1,771,615,358, the aggregate gross unrealized appreciation is $0 and the aggregate gross unrealized depreciation is $0 resulting in net unrealized depreciation of $0. |
The accompanying notes are an integral part of these
financial statements.
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PORTFOLIO OF INVESTMENTS (continued)
June 30, 2018
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Level 1 unadjusted quoted prices in active markets for identical assets and liabilities. |
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Level 2 significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). |
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Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of assets and liabilities). |
The accompanying notes are an integral part of these
financial statements.
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2018
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 June 30, 2018 |
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U.S. Government Agency Obligations |
$ | | $ | 249,729,781 | $ | | $ | 249,729,781 | |||||||||
U.S. Treasury Bills |
| 1,346,885,577 | | 1,346,885,577 | |||||||||||||
Repurchase Agreements |
| 175,000,000 | | 175,000,000 | |||||||||||||
Total Investment, at value |
$ | | $ | 1,771,615,358 | $ | | $ | 1,771,615,358 |
* |
The Funds 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 June 30, 2018. |
The accompanying notes are an integral part of these
financial statements.
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STATEMENT OF ASSETS AND LIABILITIES
June 30, 2018
ASSETS: |
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Investments, at amortized cost which approximates fair value |
$ | 1,596,615,358 | ||||
Repurchase agreements (Identified cost $175,000,000) |
175,000,000 | |||||
Cash |
747,636 | |||||
Receivables for: |
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Interest |
20,206 | |||||
Other assets |
21,165 | |||||
Prepaid assets |
21,609 | |||||
Total Assets |
1,772,425,974 | |||||
LIABILITIES: |
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Payables for: |
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Investment advisory and administrative fees |
706,372 | |||||
Dividends declared |
225,812 | |||||
Professional fees |
65,060 | |||||
Shareholder servicing fees |
14,557 | |||||
Transfer agent fees |
2,153 | |||||
Board of Trustees fees |
772 | |||||
Accrued expenses and other liabilities |
30,666 | |||||
Total Liabilities |
1,045,392 | |||||
NET ASSETS |
$ | 1,771,380,582 | ||||
Net
Assets Consist of: |
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Paid-in capital |
$ | 1,771,416,393 | ||||
Distributions in excess of net investment income |
(35,811 | ) | ||||
Net Assets |
$ | 1,771,380,582 | ||||
NET ASSET VALUE AND OFFERING PRICE PER SHARE |
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REGULAR SHARES |
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($61,728,491 ÷ 61,734,111 shares outstanding) |
$1.00 | |||||
INSTITUTIONAL SHARES |
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($1,709,652,091 ÷ 1,709,688,300 shares outstanding) |
$1.00 |
The accompanying notes are an integral part of these
financial statements.
STATEMENT OF OPERATIONS
For the year ended June 30, 2018
NET INVESTMENT INCOME: |
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Income: |
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Interest income |
$ | 22,259,971 | ||||
Expenses: |
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Investment advisory and administrative fees |
3,917,607 | |||||
Custody and fund accounting fees |
183,081 | |||||
Shareholder servicing fees |
102,983 | |||||
Professional fees |
74,593 | |||||
Board of Trustees fees |
55,145 | |||||
Transfer agent fees |
25,979 | |||||
Miscellaneous expenses |
118,094 | |||||
Total Expenses |
4,477,482 | |||||
Expense offset arrangement |
(304,820 | ) | ||||
Net Expenses |
4,172,662 | |||||
Net Investment Income |
18,087,309 | |||||
NET REALIZED LOSS: |
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Net realized loss on investments |
(24,553 | ) | ||||
Net Increase in Net Assets Resulting from Operations |
$ | 18,062,756 |
The accompanying notes are an integral part of these
financial statements.
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STATEMENTS OF CHANGES IN NET ASSETS
For the years ended June 30, |
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2018 |
2017 |
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INCREASE/(DECREASE) IN NET ASSETS: |
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Operations: |
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Net investment income |
$ | 18,087,309 | $ | 4,259,919 | ||||
Net realized loss on investments |
(24,553 | ) | (13,527 | ) | ||||
Net increase in net assets resulting from operations |
18,062,756 | 4,246,392 | ||||||
Distributions declared: |
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From net investment income: |
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Regular Shares |
(401,368 | ) | (37,884 | ) | ||||
Institutional Shares |
(17,697,175 | ) | (4,208,508 | ) | ||||
Total distributions declared |
(18,098,543 | ) | (4,246,392 | ) | ||||
From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share: |
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Fund shares sold and fund shares issued in connection with reinvestments of dividends |
5,919,315,185 | 5,355,070,295 | ||||||
Fund shares repurchased |
(5,669,393,124 | ) | (5,488,044,942 | ) | ||||
Net increase (decrease) in net assets resulting from fund share transactions |
249,922,061 | (132,974,647 | ) | |||||
Total increase (decrease) in net assets |
249,886,274 | (132,974,647 | ) | |||||
NET ASSETS: |
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Beginning of year |
1,521,494,308 | 1,654,468,955 | ||||||
End of year (including distributions in excess of net investment income of $35,811 and $24, respectively) |
$ | 1,771,380,582 | $ | 1,521,494,308 |
The accompanying notes are an integral part of these
financial statements.
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Regular Share outstanding throughout each
year.
For the years ended June 30, |
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2018 |
2017 |
2016 |
2015 |
2014 |
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Net asset value, beginning of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||
Income from investment operations: |
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Net investment income1 |
0.01 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | |||||||||||||
Distributions to shareholders: |
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From net investment income |
(0.01 | ) | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | ||||||||||||
From net realized gains |
| | | 0.00 | 2 | | ||||||||||||||||
Total distributions |
(0.01 | ) | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | ||||||||||||
Net asset value, end of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||
Total return |
0.81 | % | 0.08 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||||
Ratios/Supplemental data: |
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Net assets, end of year (in millions) |
$ | 62 | $ | 67 | $ | 49 | $ | 1,127 | $ | 1,151 | ||||||||||||
Ratio of expenses to average net assets before reductions |
0.50 | % | 0.48 | % | 0.48 | % | 0.51 | % | 0.50 | % | ||||||||||||
Expense reimbursement3 |
| % | 0.10 | % | 0.38 | % | 0.44 | % | 0.43 | % | ||||||||||||
Expense offset arrangement |
0.02 | % | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | ||||||||||||
Ratio of expenses to average net assets net of reductions |
0.48 | % | 0.38 | % | 0.10 | % | 0.07 | % | 0.07 | % | ||||||||||||
Ratio of net investment income to average net assets |
0.78 | % | 0.08 | % | 0.01 | % | 0.01 | % | 0.01 | % |
1 | Calculated using average shares outstanding for the year. |
2 | Less than $0.01 per share. |
3 | During the year ended June 30, 2018, 2017, 2016, 2015 and 2014, the investment advisory and administrative fee/shareholder servicing fee waivers, as a result of a minimum yield agreement, were $-, $50,768, $2,511,954, $5,166,811 and $5,511,949, respectively. |
4 | Less than 0.01%. |
The accompanying notes are an integral part of these
financial statements.
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FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for an Institutional Share outstanding
throughout each year.
For the years ended June 30, |
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2018 |
2017 |
2016 |
2015 |
2014 |
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Net asset value, beginning of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||
Income from investment operations: |
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Net investment income1 |
0.01 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | |||||||||||||
Distributions to shareholders: |
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From net investment income |
(0.01 | ) | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | ||||||||||||
From net realized gains |
| | | 0.00 | 2 | | ||||||||||||||||
Total distributions |
(0.01 | ) | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | ||||||||||||
Net asset value, end of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||
Total return |
1.06 | % | 0.22 | % | 0.02 | % | 0.01 | % | 0.01 | % | ||||||||||||
Ratios/Supplemental data: |
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Net assets, end of year (in millions) |
$ | 1,710 | $ | 1,455 | $ | 1,605 | $ | 438 | $ | 467 | ||||||||||||
Ratio of expenses to average net assets before reductions |
0.26 | % | 0.24 | % | 0.25 | % | 0.26 | % | 0.26 | % | ||||||||||||
Expense reimbursement3 |
| % | | % | 0.05 | % | 0.19 | % | 0.19 | % | ||||||||||||
Expense offset arrangement |
0.02 | % | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | ||||||||||||
Ratio of expenses to average net assets net of reductions |
0.24 | % | 0.24 | % | 0.20 | % | 0.07 | % | 0.07 | % | ||||||||||||
Ratio of net investment income to average net assets |
1.07 | % | 0.21 | % | 0.03 | % | 0.01 | % | 0.01 | % |
1 | Calculated using average shares outstanding for the year. |
2 | Less than $0.01 per share. |
3 | During the years ended June 30, 2018, 2017, 2016, 2015 and 2014, the investment advisory and administrative fee waivers, as a result of a minimum yield agreement, were $-, $-, $573,823, $1,015,043 and $1,046,949, respectively. |
4 | Less than 0.01%. |
The accompanying notes are an integral part of these
financial statements.
NOTES TO FINANCIAL STATEMENTS
June 30, 2018
1. |
Organization. The Fund is a separate series of BBH Trust (the Trust), which is registered under the 1940 Act, as an open-end management investment company. The Trust was originally organized as a Massachusetts business trust on June 7, 1983 and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on December 12, 1983. The Declaration of Trust permits the Board of Trustees of the Trust (the Board) to create an unlimited number of series, each of which may issue a separate class of shares. The Fund currently offers two classes of shares, Regular Shares and Institutional Shares. At June 30, 2018, there were seven series of the Trust. |
2. |
Significant Accounting Policies. The Funds 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. The Fund values its investments at amortized cost, which approximates fair value. The amortized cost method values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium. The Funds use of amortized cost is in compliance with Rule 2a-7 of the 1940 Act. In the event that security valuations do not approximate fair value, securities may be valued as determined in accordance with procedures adopted 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 as earned and consists of interest accrued, accretion of discount on debt securities (including both original issue and market discount) and premium amortization on the investments of the Fund. |
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 on a net assets basis. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. |
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NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2018
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 Funds custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The investment adviser, custodian or sub-custodian will monitor the marked-to-market value of the underlying collateral each day to ensure that the value of the security always equals or exceeds the repurchase price. |
E. |
Federal Income Taxes. It is the Trusts 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 Funds tax return, due to certain book-to-tax timing differences such as losses deferred due to wash sale transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2018
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. |
F. |
Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders are declared daily and paid monthly to shareholders. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $401,368 and $17,697,175 to Regular and Institutional shareholders, respectively, during the year ended June 30, 2018. |
Distributions paid
from: |
||||||||||||||||||||
Ordinary income |
Net long-term capital gain |
Total taxable distributions |
Total Distributions paid |
|||||||||||||||||
2018: |
$ | 18,098,543 | $ | | $ | 18,098,543 | $ | 18,098,543 | ||||||||||||
2017: |
4,246,392 | | 4,246,392 | 4,246,392 |
|
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NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2018
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) |
||||||||||||||||||||||||
2018: |
$ | 228,081 | $ | | $ | 228,081 | $ | (38,080 | ) | $ | (225,812 | ) | $ | | $ | (35,811 | ) | |||||||||||||
2017: |
62,795 | $ | | 62,795 | (13,121 | ) | (49,698 | ) | $ | | (24 | ) |
G. |
Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates. |
3. |
Fees and Other Transactions with Affiliates. |
A. |
Investment Advisory and Administrative Fees. Effective June 12, 2007, 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 |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2018
and administrative services calculated daily and paid monthly at an annual rate equivalent to 0.25% on the first $1,000,000,000 of the Funds average daily net assets and 0.20% of the Funds average daily net assets in excess of $1,000,000,000. For year ended June 30, 2018, the Fund incurred $3,917,607 for services under the Agreement. |
B. |
Investment Advisory and Administrative Fee Waiver. BBH has voluntarily agreed to waive its Investment Advisory and Administrative Fee and credit daily to the Fund an amount necessary to maintain the minimum annualized yield of the Fund at 1 basis point (0.01%). The amount credited each day will offset the daily accrual of the Investment Advisory and Administrative Fee. This is a voluntary waiver that can be changed at any time at the sole discretion of BBH. For the year ended June 30, 2018, BBH did not waive any fees because the Funds annualized yield exceeded 0.01%. |
C. |
Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Regular Shares of the Fund calculated daily and paid monthly at an annual rate of 0.20% of the Regular Shares average daily net assets. For the year ended June 30, 2018, the Regular Shares of the Fund incurred $102,983 in shareholder servicing fees. |
D. |
Shareholder Servicing Fee Waiver. BBH has voluntarily agreed to waive its Shareholder Servicing Fee for the Regular Shares only when the Investment Advisory and Administrative Fee waiver described above is not enough to maintain the minimum daily yield of the Fund at 1 basis point (0.01%). The amount credited each day will offset the daily accrual of the Shareholder Servicing Fee. This is a voluntary waiver that can be changed at any time at the sole discretion of BBH. For the year ended June 30, 2018, BBH did not waive any fees. |
E. |
Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and paid monthly. BBH holds all of the Funds cash and investments and calculates the Funds 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% per annum of average daily net assets. For the year ended June 30, 2018, the Fund incurred $183,081 in custody and fund accounting fees. These fees for the Fund were reduced by $304,820 as a result of an expense offset arrangement with the Funds custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Funds 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. Overdraft fees are included in the Miscellaneous Expenses in the Statement of Operations. The total interest incurred by the Fund for the year ended June 30, 2018 was $18,185. This amount is included in the Custody and fund accounting fees in the Statement of Operations. |
|
|
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2018
F. |
Board of Trustees Fees. Each Trustee who is not an interested person as defined under the 1940 Act (referred to here as an Independent Trustee) receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the year ended June 30, 2018, the Fund incurred $55,145 in Independent Trustee compensation and reimbursements. |
4. |
Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Regular Shares and Institutional Shares of beneficial interest, at no par value. Transactions in Regular Shares and Institutional Shares were as follows: |
For the year ended June 30, 2018 |
For the year ended June 30, 2017 |
||||||||||||||||||
Shares |
Dollars |
Shares |
Dollars |
||||||||||||||||
Regular Shares |
|||||||||||||||||||
Shares sold |
196,612,835 | $ | 196,612,835 | 176,368,910 | $ | 176,368,910 | |||||||||||||
Shares issued in connection with reinvestments of dividends |
248,045 | 248,045 | 21,860 | 21,860 | |||||||||||||||
Shares repurchased |
(201,832,295 | ) | (201,832,295 | ) | (158,882,909 | ) | (158,882,909 | ) | |||||||||||
Net increase (decrease) |
(4,971,415 | ) | $ | (4,971,415 | ) | 17,507,861 | $ | 17,507,861 | |||||||||||
Institutional Shares |
|||||||||||||||||||
Shares sold |
5,722,226,237 | $ | 5,722,226,237 | 5,178,646,317 | $ | 5,178,646,317 | |||||||||||||
Shares issued in connection with reinvestments of dividends |
228,068 | 228,068 | 33,208 | 33,208 | |||||||||||||||
Shares repurchased |
(5,467,560,829 | ) | (5,467,560,829 | ) | (5,329,162,033 | ) | (5,329,162,033 | ) | |||||||||||
Net increase (decrease) |
254,893,476 | $ | 254,893,476 | (150,482,508 | ) | $ | (150,482,508 | ) |
5. |
Principal Risk Factors and Indemnifications. |
A. |
Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Funds prospectus, including but not limited to, those described below: |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2018
value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund. Please refer to the Funds prospectus for a complete description of the
principal risks of investing in the Fund.
B. |
Indemnifications. Under the Trusts 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 Funds 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. |
|
|
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2018
6. |
Money Market Reform. Money market funds are required to comply with SEC-adopted amendments to the governing rules for money market funds. Government money market funds, such as BBH U.S. Government Money Market Fund, are permitted to continue to transact fund shares at a NAV calculated using the amortized cost valuation method. The Funds Board of Trustees has determined not to impose any liquidity-based redemption fees or redemption gates on the Fund as permitted by the SEC amendments. As a government money market fund, the Fund must invest 99.5% or more of its total assets in cash, government securities, and/or repurchase agreements that are collateralized fully by cash or government securities. |
7. |
Recent Pronouncements. 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 June 30, 2018 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. |
DISCLOSURE OF FUND EXPENSES
June 30, 2018 (unaudited)
|
|
DISCLOSURE OF FUND EXPENSES (continued)
June 30, 2018 (unaudited)
Beginning Account Value January 1, 2018 |
Ending Account Value June 30, 2018 |
Expenses Paid During Period January 1, 2018 to June 30, 20181 |
||||||||||||
Regular Shares |
||||||||||||||
Actual |
$ | 1,000 | $ | 1,005 | $ | 2.39 | ||||||||
Hypothetical2 |
$ | 1,000 | $ | 1,022 | $ | 2.41 |
Beginning Account Value January 1, 2018 |
Ending Account Value June 30, 2018 |
Expenses Paid During Period January 1, 2018 to June 30, 20181 |
||||||||||||
Institutional Shares |
||||||||||||||
Actual |
$ | 1,000 | $ | 1,007 | $ | 1,09 | ||||||||
Hypothetical2 |
$ | 1,000 | $ | 1,024 | $ | 1.10 |
1 | Expenses are equal to the Funds annualized net expense ratio of 0.48% and 0.22% for Regular and Institutional Shares, respectively, multiplied by 181/365 (to reflect the one half-year period). |
2 | Assumes a return of 5% before expenses. For the purpose of the calculation, the applicable annualized expense ratio for each class of shares is subtracted from the assumed return before expenses. |
CONFLICTS OF INTEREST
June 30, 2018 (unaudited)
|
|
CONFLICTS OF INTEREST (continued)
June 30, 2018 (unaudited)
CONFLICTS OF INTEREST (continued)
June 30, 2018 (unaudited)
|
|
CONFLICTS OF INTEREST (continued)
June 30, 2018 (unaudited)
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 Funds net asset value. As a result, the Funds 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.
ADDITIONAL FEDERAL TAX INFORMATION
June 30, 2018 (unaudited)
|
|
(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. |
7 |
None. |
|||||||
Andrew S. Frazier Birth Year: 1948 |
Trustee |
Since 2010 |
Retired. |
7 |
Director of WWIG. |
|||||||
Mark M. Collins Birth Year: 1956 |
Trustee |
Since 2011 |
Partner of Brown Investment Advisory Incorporated, a registered investment adviser. |
7 |
Chairman of Dillon Trust Company. |
|||||||
John M. Tesoro Birth Year: 1952 |
Trustee |
Since 2014 |
Retired. |
7 |
Trustee, Bridge Builder Trust (8 Funds) Director; Teton Advisors, Inc. (a registered investment adviser). |
(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). |
7 |
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). |
7 |
None. |
|
|
(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). |
(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. |
|||||
Crystal Cheung 140 Broadway New York, NY 10005 Birth Year: 1974 |
Assistant Treasurer |
Since 2018 |
Assistant Vice President of BBH&Co. since 2016; joined BBH&Co. 2014; Financial Reporting Manager, BNY Mellon Corporation
(2010-2014). |
|||||
Brian J. Carroll 50 Post Office Square Boston, MA 02110 Birth Year: 1985 |
Assistant Secretary |
Since 2018 |
Associate and Investor Services Assistant Counsel of BBH&Co. since 2017; joined BBH&Co. 2014. |
# |
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 Trusts 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 seven series, and each is counted as one Portfolio for purposes of this table. |
|
|
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 |
By telephone: |
Call
1-800-575-1265 |
|||
By E-mail send your request to: |
bbhfunds@bbh.com |
|||
On the internet: |
www.bbhfunds.com |
Item 2. Code of Ethics.
As of the period ended June 30, 2018 (the “Reporting Period”), the Registrant has adopted a code of ethics (“Ethical Standards for Principal Executive and Principal Financial Officers”) 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, Mark M. Collins, and John M. Tesoro 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, Mark M. Collins and John M. Tesoro as the Registrant’s audit committee financial experts. Messrs. Andrew S. Frazier, Mark M. Collins and John M. Tesoro 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 $305,000 for 2018 and $302,000 for 2017.
|
(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 2018 and $0 for 2017.
|
(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 $37,869 for 2018 and $36,726 for 2017. 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 $63,000 for 2018 and $40,400 for 2017.
|
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.
| |
(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 $1,534,502 for 2018 and $1,662,335 for 2017.
|
(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 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 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.
(a) |
Not applicable
|
Item 6. Investments.
(a) |
This schedule is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.
|
(b) | Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable. |
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable. |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable. |
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable. |
Item 11. Controls and Procedures.
(a) |
The Registrant’s principal executive and financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this Form N-CSR, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
|
(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant's second fiscal quarter of the period covered by this Form N-CSR, that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. 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: September 4, 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: September 4, 2018
By: (Signature and Title)
/s/ Charles H. Schreiber__________________
Charles H. Schreiber
Title: Treasurer (Principal Financial Officer)
Date: September 4, 2018
Exhibit 13(a)(2)
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT
AND SECTION 302 OF THE SARBANES-OXLEY ACT
I, Charles H. Schreiber, certify that:
1. | I have reviewed this report on Form N-CSR of BBH Trust on behalf of the BBH U.S. Government Money Market Fund: |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting. |
Date: September 4, 2018 | /s/ Charles H. Schreiber |
Charles H. Schreiber, Treasurer | |
(Principal Financial Officer) |
Exhibit 13(a)(2)
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT
AND SECTION 302 OF THE SARBANES-OXLEY ACT
I, Jean-Pierre Paquin, certify that:
1. | I have reviewed this report on Form N-CSR of BBH Trust on behalf of the BBH U.S. Government Money Market Fund: |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting. |
Date: September 4, 2018 | /s/ Jean-Pierre Paquin |
Jean-Pierre Paquin, President | |
(Principal Executive Officer) |
Exhibit 13(b)
CERTIFICATION PURSUANT TO RULE 30A-2(B) UNDER THE 1940 ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT
I, Charles H. Schreiber, Treasurer (Principal Financial Officer) of BBH Trust (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Form N-CSR of the Registrant on behalf of the BBH U.S. Government Money Market Fund for the annual period ended June 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: September 4, 2018 | /s/Charles H. Schreiber |
Charles H. Schreiber, Treasurer | |
(Principal Financial Officer) |
Exhibit 13(b)
CERTIFICATION PURSUANT TO RULE 30A-2(B) UNDER THE 1940 ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT
I, Jean-Pierre Paquin, President (Principal Executive Officer) of BBH Trust (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Form N-CSR of the Registrant on behalf of the BBH U.S. Government Money Market Fund for the annual period ended June 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: September 4, 2018 | /s/ Jean-Pierre Paquin |
Jean-Pierre Paquin, President | |
(Principal Executive Officer) |