N-CSR 1 bbhn-csr1021.htm ANNUAL REPORT EDGAR HTML

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 Partner Fund – Select Short Term Assets

BBH Partner Fund – Small Cap Equity

BBH Select Series – Mid Cap Fund

BBH Partner Fund – International Equity

BBH Limited Duration Fund

BBH Income Fund

BBH Select Series – Large Cap Fund

BBH Intermediate Municipal Bond Fund

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: October 31

Date of reporting period: October 31, 2021

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1. Report to Stockholders.


 

image provided by client

 

Annual Report

OCTOBER 31, 2021

Bbh Partner Fund – Select Short Term Assets


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

Intermediate-term corporate indexes eked out paltry gains, as risk spreads compressed and credit-related performance just offset the impact of rising rates. This created an accommodative environment for active fixed income strategies to outperform market indexes. We are proud to report that the BBH Select Short-Term Assets Fund gained 0.02% for the 10-month period ending October 31, 2021, exceeding the -0.26% return of the Bloomberg U.S. 1-3 Year Treasury Index.

Heavy issuance was a distinguishing feature of the past 12 months, as the lower rate environment combined with increased investor appetite for yield to fuel record levels of issuance in several market sectors, including corporate bonds, loans, mortgage- and asset-backed securities, and commercial mortgage-backed securities. Issuance in all sectors was met with remarkable demand, with many deals being oversubscribed at their prevailing yields. We maintained our valuation and fundamental research disciplines and participated in issuances only when the yields offered were adequate and our research revealed the issue to be durable – able to perform through a variety of macroeconomic and industry environments. This credit and valuation discipline may seem less necessary in a period of strong growth and tight spread levels, but our experience suggests such discipline is rewarded when market risks re-emerge. It is unfortunately difficult to predict when and how risks events will manifest.

Since the Fund’s inception, short-term rates hovered near historical lows while credit risk spreads started at relatively low levels then narrowed to levels not seen since the 1990s. Our highly selective and valuation-focused approach made it increasingly challenging to source new opportunities in mainstream bond sectors in this market. Despite the challenging environment, we were able to identify and invest in many credits that were durable, were fundamentally sound, and offered appealing compensation for the Fund. The Fund’s allocation to these credits, particularly within corporate securities, were notable contributors to performance results over the past year.

The Fund’s overall duration profile was managed in a range of 0.7 – 1.1 year over the past year*. The Fund’s duration profile detracted modestly from results, as short-term rates rose from their historic lows at the Fund’s inception.

As we look forward, we balance an opportunistic mindset with the proper caution required in a low yield and risk spread environment. The Federal Reserve plans to curb new purchases of Treasuries and agency mortgage-backed securities. The macroeconomic environment may challenge fixed income returns in the near-term. The fed funds futures market predicts the Federal Reserve will raise policy rates three times in 2022 (by 0.25% in each occurrence). Inflationary pressures seem to be mounting, and while the high levels of recent inflation data may be transitory, near-term inflation may settle at levels higher than what prevailed pre-pandemic. Treasury Inflation-Protected Securities (TIPS) are valued with breakeven inflation rates – the inflation rates that would need to prevail so their yields would equal those of traditional, nominal Treasury securities – of 2.5% – 3.0% at various maturities over the next ten years. Forward-looking forecasts of various inflation indexes estimate annual inflation rates of 2.0% - 2.5% over the next three to four years. With the 2-year Treasury offered at 0.50%, the 10-year Treasury offered at 1.55%, and the average yield of investment-grade corporate bonds at 2.22%, either current yields rise to offer compensation for inflation or estimates of forward-looking inflation are too high.

________________

*

Duration is a measure of the portfolio’s return sensitivity to changes in interest rates.

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BBH PARTNER FUND - SELECT SHORT TERM ASSETS


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

We believe the Select Short-Term Assets Fund is positioned well to perform amidst such risks. The portfolio’s credit composition emphasizes instruments with short duration profiles. We believe these positions allow the Fund to enhance income versus cash alternatives while remaining defensive in the face of more-hawkish policies from the Fed. The Fund’s duration was 0.72 years offering investors a prudent way of taking modestly higher interest rate risk than cash alternatives to earn higher yields while maintaining positive returns over a short-term horizon. Further, the duration profile allows cash flows to be reinvested rapidly if rates rise, mitigating the overall effects of rising rates on the portfolio.

The markets appear to be at a delicate balance where yields have stabilized and spreads are at decades-long lows. Macroeconomic risks linger, and the most profound risks may be unidentified by the markets right now. We are confident that our approach and process will allow us to adapt to changes, capitalize on opportunities, and perform through a variety of environments. Thank you for the trust placed in BBH, and we look forward to engaging with you in 2022 and beyond.

 

financial statements october 31, 2021

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BBH PARTNER FUND - SELECT SHORT TERM ASSETS


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

Growth of $10,000 Invested in BBH Partner Fund - Select Short-Term Assets

The graph below illustrates the hypothetical investment of $10,0001 in the Fund since inception (January 20, 2021) to October 31, 2021 as compared to the Bloomberg Short Treasury TR Index.

image provided by client

The annualized gross expense ratio as shown in the March 1, 2021 prospectus for the Fund was 0.36%.

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 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 Bloomberg Short Treasury TR Index has been adjusted to reflect reinvestment of dividends on securities in the index. The Bloomberg Short Treasury TR 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.

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BBH PARTNER FUND - SELECT SHORT TERM ASSETS


REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

To the Trustees of the BBH Trust and Shareholders of BBH Partner Fund – Select Short Term Assets:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Partner Fund – Select Short Term Assets (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, the related statement of operations, statement of changes in net assets and financial highlights for the period from January 20, 2021 (commencement of operations) to October 31, 2021, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations, the changes in its net assets and the financial highlights for the period from January 20, 2021 (commencement of operations) to October 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

financial statements october 31, 2021

5


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


PORTFOLIO ALLOCATION

October 31, 2021

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

Asset Backed Securities

$

60,681,132

20.7

%

Commercial Mortgage Backed Securities

18,026,703

6.1

Corporate Bonds

166,864,211

56.8

Residential Mortgage Backed Securities

4,800,540

1.6

U.S. Treasury Bills

42,093,317

14.3

Cash and Other Assets in Excess of Liabilities

1,331,518

0.5

NET ASSETS

$

293,797,421

100.0

%

All data as of October 31, 2021. 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 - SELECT SHORT TERM ASSETS


PORTFOLIO OF INVESTMENTS

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

 

ASSET BACKED SECURITIES (20.7%)

 

 

 

$

2,480,000

California Street CLO IX LP 2012-9A (3-Month USD-LIBOR + 1.100%)1,2

07/16/32

1.182

%

$

2,479,927

1,830,000

Carlyle Global Market Strategies CLO Ltd. 2012-4A (3-Month USD-LIBOR + 1.080%)1,2

04/22/32

1.208

1,828,313

3,000,000

Credit Acceptance Auto Loan Trust 2021-2A1

02/15/30

0.960

2,992,374

4,276,975

Dell Equipment Finance Trust 2019-21

10/22/24

1.910

4,304,876

 

3,900,000

Donlen Fleet Lease Funding 2 LLC 2021-21

12/11/34

0.560

3,899,404

858,120

Drive Auto Receivables Trust 2021-1

12/15/23

0.360

858,359

2,830,000

Dryden 72 CLO, Ltd. 2019-72A (3-Month USD-LIBOR + 1.080%)1,2

05/15/32

1.205

2,826,813

1,648,114

Enterprise Fleet Financing LLC 2019-21

02/20/25

2.290

1,665,115

508,263

Exeter Automobile Receivables Trust 2021-1A

06/15/23

0.300

508,264

3,638,214

Foursight Capital Automobile Receivables Trust 2021-11

08/15/24

0.400

3,638,188

3,524,626

FREED ABS Trust 2021-1CP1

03/20/28

0.660

3,525,689

6,000,000

Madison Park Funding XXV, Ltd. 2017-25A (3-Month USD-LIBOR + 0.970%)1,2

04/25/29

1.094

6,002,981

5,100,000

Neuberger Berman Loan Advisers CLO 25, Ltd. 2017-25A (3-Month USD-LIBOR + 0.930%)1,2

10/18/29

1.052

5,101,275

5,000,000

Northwoods Capital XVII Ltd. 2018-17A (3-Month USD-LIBOR + 1.060%)1,2

04/22/31

1.188

4,987,500

1,820,000

OnDeck Asset Securitization Trust III LLC

      2021-1A1

05/17/27

1.590

1,812,393

2,762,176

Oscar US Funding XII LLC 2021-1A1

03/11/24

0.400

2,748,602

1,230,000

Parliament CLO II, Ltd. 2021-2A (3-Month USD-LIBOR + 1.350%)1,2

08/20/32

1.482

1,229,933

2,750,000

Pawneee Equipment Receivables LLC Series 2021-11

07/15/27

1.100

2,742,550

2,527,409

United Auto Credit Securitization Trust 2021-11

07/10/23

0.340

2,527,700

5,001,187

Westlake Automobile Receivables Trust

      2021-1A1

10/15/24

0.390

5,000,876

Total Asset Backed Securities

       (Cost $60,736,753)

60,681,132

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

financial statements october 31, 2021

7


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

 

COMMERCIAL MORTGAGE BACKED SECURITIES (6.1%)

 

 

 

$

4,439,095

ACRE Commercial Mortgage Ltd. 2021-FL4 (1-Month USD-LIBOR + 0.830%)1,2

12/18/37

0.910

%

$

4,424,712

5,550,000

BXMT, Ltd. 2020-FL2 (30-Day SOFR + 1.014%)1,2.

02/15/38

1.064

5,539,455

2,110,000

MHC Commercial Mortgage Trust 2021-MHC (1-Month USD-LIBOR + 0.801%)1,2

04/15/38

0.891

2,110,653

5,999,701

PFP Ltd. 2021-7 (1-Month USD-LIBOR +

      0.850%)1,2

04/14/38

0.940

5,951,883

Total Commercial Mortgage Backed

      Securities (Cost $18,098,011)

18,026,703

 

CORPORATE BONDS (56.8%)

AEROSPACE/DEFENSE (1.8%)

5,255,000

Boeing Co.

10/30/22

2.200

5,315,199

 

AUTO MANUFACTURERS (1.0%)

2,814,000

General Motors Financial Co., Inc.

01/14/22

3.450

2,824,018

 

BANKS (14.8%)

5,395,000

BNZ International Funding, Ltd., London Branch1.

03/01/23

3.375

5,596,535

3,335,000

Canadian Imperial Bank of Commerce

12/14/23

0.500

3,309,886

4,115,000

Citigroup, Inc.

12/08/21

2.900

4,116,877

5,755,000

Goldman Sachs Group, Inc.

01/27/23

0.481

5,739,318

5,580,000

HSBC Holdings Plc (3-Month USD-LIBOR + 1.055%)2

03/13/23

3.262

5,635,015

2,000,000

JPMorgan Chase & Co.

09/23/22

3.250

2,051,785

1,960,000

JPMorgan Chase & Co. (SOFR + 0.580%)2

03/16/24

0.697

1,960,405

5,640,000

KeyBank NA

03/10/23

1.250

5,696,421

5,465,000

MUFG Americas Holdings Corp.

06/18/22

3.500

5,574,013

1,615,000

Santander Holdings USA, Inc.

03/28/22

3.700

1,630,535

2,000,000

Westpac Banking Corp.

06/28/22

2.500

2,029,257

43,340,047

 

BIOTECHNOLOGY (0.6%)

1,750,000

Gilead Sciences, Inc.

09/29/23

0.750

1,746,328

 

COMPUTERS (1.8%)

5,000,000

Hewlett Packard Enterprise Co

10/02/23

4.450

5,318,347

 

DIVERSIFIED FINANCIAL SERVICES (6.0%)

1,045,000

AerCap Ireland Capital DAC/AerCap Global Aviation Trust

10/29/24

1.750

1,045,876

3,030,000

Air Lease Corp.

01/15/22

3.500

3,047,997

945,000

Air Lease Corp.

02/01/22

3.750

947,193

2,500,000

American Express Co.

05/20/22

2.750

2,527,843

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

8


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

DIVERSIFIED FINANCIAL SERVICES (continued)

$

4,300,000

Aviation Capital Group LLC1

01/20/22

2.875

%

$

4,313,519

5,510,000

Capital One Financial Corp.

05/11/23

2.600

5,663,211

17,545,639

ELECTRIC (8.0%)

2,000,000

Alexander Funding Trust1

11/15/23

1.841

2,031,414

5,050,000

American Electric Power Co., Inc.

12/01/21

3.650

5,063,809

3,655,000

New York State Electric & Gas Corp.

05/01/23

5.750

3,921,246

1,180,000

NextEra Energy Capital Holdings, Inc.

04/01/22

2.900

1,192,175

1,125,000

NextEra Energy Capital Holdings, Inc.

03/01/23

0.650

1,126,265

4,590,000

Southern California Edison Co.

04/01/24

1.100

4,600,191

5,635,000

Virginia Electric & Power Co.

01/15/22

2.950

5,642,068

23,577,168

HEALTHCARE-PRODUCTS (0.5%)

1,350,000

Zimmer Biomet Holdings, Inc.

04/01/22

3.150

1,358,913

 

INSURANCE (7.9%)

5,250,000

Athene Global Funding1

07/01/22

3.000

5,331,023

1,735,000

Enstar Group, Ltd.

03/10/22

4.500

1,753,657

1,600,000

Five Corners Funding Trust1

11/15/23

4.419

1,716,782

5,625,000

Guardian Life Global Funding1

05/08/22

2.500

5,686,345

5,760,000

New York Life Global Funding1

10/21/23

0.400

5,743,270

3,000,000

Northwestern Mutual Global Funding1

03/25/24

0.600

2,979,860

23,210,937

INVESTMENT COMPANIES (1.2%)

1,800,000

Ares Capital Corp.

01/19/22

3.625

1,807,050

1,750,000

Ares Capital Corp.

02/10/23

3.500

1,803,643

3,610,693

MACHINERY-CONSTRUCTION & MINING (1.9%)

5,605,000

Caterpillar Financial Services Corp.

09/06/22

1.900

5,680,865

 

MEDIA (1.4%)

4,000,000

Sky Ltd.1

11/26/22

3.125

4,116,907

 

OIL & GAS (3.9%)

5,670,000

Chevron Corp.

06/24/23

3.191

5,875,827

5,605,000

Exxon Mobil Corp.

04/15/23

1.571

5,688,443

11,564,270

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

financial statements october 31, 2021

9


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

PHARMACEUTICALS (1.7%)

$

2,500,000

AbbVie, Inc.

11/06/22

2.900

%

$

2,556,821

2,500,000

AbbVie, Inc.

11/21/22

2.300

2,543,301

5,100,122

 

PIPELINES (1.1%)

3,320,000

Energy Transfer LP

02/01/22

5.200

3,320,000

 

SEMICONDUCTORS (0.7%)

2,000,000

QUALCOMM, Inc.

01/30/23

2.600

2,049,583

SOFTWARE (2.5%)

1,540,000

Oracle Corp.

05/15/22

2.500

1,552,297

5,540,000

VMware, Inc.

08/21/22

2.950

5,632,878

7,185,175

Total Corporate Bonds

      (Cost $167,137,301)

166,864,211

 

RESIDENTIAL MORTGAGE BACKED SECURITIES (1.6%)

4,804,942

RESIMAC Premier 2021-1A (1-Month USD-LIBOR + 0.700%)1,2

07/10/52

0.784

4,800,540

Total Residential Mortgage Backed

      Securities (Cost $4,804,942)

4,800,540

 

U.S. TREASURY BILLS (14.3%)

2,250,000

U.S. Treasury Bill3

12/30/21

0.000

2,249,686

10,600,000

U.S. Treasury Bill3

01/27/22

0.000

10,598,527

19,400,000

U.S. Treasury Bill3

02/10/22

0.000

19,397,006

6,100,000

U.S. Treasury Bill3

02/24/22

0.000

6,098,904

3,750,000

U.S. Treasury Bill3

03/10/22

0.000

3,749,194

Total U.S. Treasury Bills

      (Cost $42,094,824)

42,093,317

TOTAL INVESTMENTS (Cost $292,871,831)4

99.5

%

$

292,465,903

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

0.5

%

1,331,518

NET ASSETS

100.00

%

$

293,797,421

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

10


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

________________

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, 2021 was $119,657,407 or 40.7% of net assets.

2

Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2021 coupon or interest rate.

3

Security issued with zero coupon. Income is recognized through accretion of discount.

4

The aggregate cost for federal income tax purposes is $292,871,893, the aggregate gross unrealized appreciation is $31,760 and the aggregate gross unrealized depreciation is $437,750, resulting in net unrealized depreciation of $405,990.

Abbreviations:

LIBOR – London Interbank Offered Rate.

SOFR – Secured Overnight Financing Rate.

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

financial statements october 31, 2021

11


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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.

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

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

12


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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 may include asset backed securities 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, 2021.

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, 2021

Asset Backed Securities

$

$

60,681,132

$

$

60,681,132

Commercial Mortgage Backed Securities

18,026,703

18,026,703

Corporate Bonds

166,864,211

166,864,211

Residential Mortgage Backed Securities

4,800,540

4,800,540

U.S. Treasury Bills

42,093,317

42,093,317

Total Investment, at value

$

$

292,465,903

$

$

292,465,903

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

financial statements october 31, 2021

13


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments in securities, at value (Cost $292,871,831)

$

292,465,903

Cash

176,772

Receivables for:

Interest

1,308,633

Investment advisory and administrative fee waiver reimbursement

56,679

Total Assets

294,007,987

LIABILITIES:

Payables for:

Investment advisory and administrative fees

76,301

Professional fees

59,274

Registration Expense

42,909

Custody and fund accounting fees

9,696

Dividends declared

5,954

Transfer agent fees

5,455

Board of Trustees' fees

1,111

Accrued expenses and other liabilities

9,866

Total Liabilities

210,566

NET ASSETS

$

293,797,421

Net Assets Consist of:

Paid-in capital

$

294,193,634

Accumulated deficit

(396,213

)

Net Assets

$

293,797,421

NET ASSET VALUE AND OFFERING PRICE PER SHARE

($293,797,421 ÷ 29,422,199 shares outstanding)

$

9.99

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

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BBH PARTNER FUND - SELECT SHORT TERM ASSETS


STATEMENT OF OPERATIONS

For the period from January 20, 2021 (commencement of operations) to October 31, 2021

NET INVESTMENT INCOME:

Income:

Interest income

$

1,174,374

Other income

10

Total Income

1,174,384

Expenses:

Investment advisory and administrative fees

821,775

Professional fees

70,233

Board of Trustees’ fees

45,910

Registration fees

45,909

Custody and fund accounting fees

29,229

Transfer agent fees

25,906

Miscellaneous expenses

50,798

Total Expenses

1,089,760

Investment advisory and administrative fee waiver

(286,212

)

Net Expenses

803,548

Net Investment Income

370,836

NET REALIZED AND UNREALIZED LOSS:

Net realized gain on investments in securities

32,964

Net change in unrealized appreciation/(depreciation) on investments in securities

(405,928

)

Net Realized and Unrealized Loss

(372,964

)

Net Decrease in Net Assets Resulting from Operations

$

(2,128

)

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

financial statements october 31, 2021

15


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


STATEMENT OF CHANGES IN NET ASSETS

For the period from January 20, 2021 (commencement of operations) to October 31, 2021

INCREASE (DECREASE) IN NET ASSETS:

Operations:

Net investment income

$

370,836

Net realized gain on investments in securities and foreign exchange transactions and translations

32,964

Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations

(405,928

)

Net decrease in net assets resulting from operations

(2,128

)

Total dividends and distributions declared

(394,085

)

Share transactions:

Proceeds from sales of shares

527,085,420

Cost of shares redeemed

(232,891,786

)

Net increase in net assets resulting from share transactions

294,193,634

Total increase in net assets

293,797,421

NET ASSETS:

Beginning of period

End of period

$

293,797,421

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

16


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


FINANCIAL HIGHLIGHTS

Selected per share data and ratios for a share outstanding throughout the period.

For the period from

January 20, 2021

(commencement of

operations) to

October 31, 2021

Net asset value, beginning of period

$

10.00

Income from investment operations:

Net investment income1

0.01

Net realized and unrealized loss

(0.01

)

Total income from investment operations

0.00

2

Less dividends and distributions:

From net investment income

(0.01

)

Net asset value, end of period

$

9.99

Total return3

0.02

%​4

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

294

Ratio of expenses to average net assets before reductions

0.39

%​5

Fee waiver

(0.09

)%​5.6

Ratio of expenses to average net assets after reductions

0.30

%​5

Ratio of net investment income to average net assets

0.14

%​5

Portfolio turnover rate

42

%​4

____________

1

Calculated using average shares outstanding for the period.

2

Less than $0.01.

3

Assumes the reinvestment of distributions.

4

Not annualized.

5

Annualized with the exception of audit fees, legal fees and registration fees.

6

The ratio of expenses to average net assets for the period ended October 31, 2021 reflect fees reduced as result of a voluntary operating expense waiver. For the period from January 20, 2021 to October 31, 2021 the waived fee was $286,212.

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

financial statements october 31, 2021

17


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


NOTES TO FINANCIAL STATEMENTS

October 31, 2021

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 January 20, 2021 and currently concentrated their investments on the Total Fund share class. The investment objective of the Fund is to provide income balanced with low price volatility by investing in a well-diversified portfolio of durable performing fixed income instruments. As of October 31, 2021, there were nine 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.

Securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. Short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board.

B.Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Interest income is accrued daily and consists of interest accrued, discount earned (including, if any, both original issue and market discount) and premium amortization on the investments of the Fund. Investment income is recorded net of any foreign taxes withheld where 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

18


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 generally apportioned among each fund in the Trust on a net assets basis or other suitable method. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

D.Private Placement 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 or the requirements stated in Regulation S of the 1933 Act (“Private Placement Securities”). A Private Placement Security may be considered illiquid and therefore, under SEC Regulations for open-end investment companies, 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 Private Placement Securities has been delegated to the investment adviser. All relevant factors will be considered in determining the liquidity of Private Placement Securities and all investments in Private Placement Securities will be carefully monitored. Information regarding Private Placement Securities is included at the end of the Portfolio of Investments.

E.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 assignment, the Fund acquires the loan in whole or in part and becomes a lender under the loan agreement. The Fund generally has the 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

financial statements october 31, 2021

19


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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.

F.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 between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and 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 recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the period ended October 31, 2021, 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 open tax period since January 20, 2021 (commencement of operations). 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 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 and distributions in the amount of $394,085 to shareholders during the period ended October 31, 2021.

20


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

The tax character of distributions paid during the period ended October 31, 2021 was as follows:

 

Distributions paid from:

Ordinary

income

Net

long-term

capital gain

Total

taxable

distributions

Tax return

of capital

Total

distributions

paid

2021:

$

394,085

$

$

394,085

$

$

394,085

As of October 31, 2021, the components of retained earnings/(accumulated deficit) was as follows:

 

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Book

Unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$

9,777

$

$

$

(62)

$

(405,928)

$

(396,213)

The Fund is permitted to carryforward capital losses 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, 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.

financial statements october 31, 2021

21


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 0.30% per annum on the first $1 billion of the Fund’s average daily net assets and 0.25% per annum on the Fund’s average daily net assets over $1 billion. For the period ended October 31, 2021, the Fund incurred $821,775 for services under the Agreement.

B.Investment Advisory and Administrative Fee Waivers. The Investment Adviser 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 the Fund’s business). This is a voluntary waiver that can be changed at any time at the sole discretion of the Investment Adviser. For the period ended October 31, 2021, the Investment Adviser waived fees in the amount of $286,212.

C.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction-based fee. The fund accounting fee is an asset-based fee calculated at 0.004% of the Fund’s net asset value. The period ended October 31, 2021, the Fund incurred $29,229 in custody and fund accounting fees. As per agreement with the Fund’s custodian, the Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned by the Fund for the period ended October 31, 2021 was $1,062. This amount is included in “Interest income” in the Statement of Operations. 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 period ended October 31, 2021, was $34. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

D.Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the period ended October 31, 2021, the Fund incurred $45,910 in independent Trustee compensation and expense reimbursements.

E.Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

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BBH PARTNER FUND - SELECT SHORT TERM ASSETS


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

4.Investment Transactions. For the period ended October 31, 2021, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $318,199,694 and $98,972,065, respectively.

5.Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of shares of beneficial interest, at no par value. Transactions in shares were as follows:

For the period ended

October 31, 2021*

Shares

Dollars

 

Shares sold

52,713,222

$

527,085,420

Shares redeemed

(23,291,023

)

(232,891,786

)

Net increase

29,422,199

$

294,193,634

* The period represented is from January 20, 2021 (commencement of operations) to October 31, 2021.

6. Principal Risk Factors and Indemnifications.

A.Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to failure of a counterparty to a transaction to perform (credit risk), changes in interest rates (interest rate risk), higher volatility for securities with longer maturities (maturity risk), financial performance or leverage of the issuer (issuer risk), difficulty in being able to purchase or sell a security (liquidity risk), or certain risks associated with investing in foreign securities not present in domestic investments, including, but not limited to, recovery of tax withheld by foreign jurisdictions (foreign investment risk). The Fund’s use of derivatives creates risks that are different from, or possibly greater than, the risks associated with investing directly in securities as the Fund could lose more than the principal amount invested (derivatives risk). The Fund invests in asset-backed and mortgage-backed securities (mortgage-backed securities risk) which are subject to the risk that borrowers may default on the obligations that underlie these securities. In addition, these securities may be paid off sooner (prepayment risk) or later than expected which may increase the volatility of securities during periods of fluctuating interest rates. The Fund may invest in bonds issued by foreign governments which may be unable or unwilling to make interest payments and/or repay the principal owed (sovereign debt risk). The Fund’s use of borrowing, in reverse repurchase agreements and investment in some derivatives, involves leverage. Leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s securities and may cause the Fund to be more volatile

financial statements october 31, 2021

23


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

(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 Fund may invest in private placement securities that are issued pursuant to Regulation S and Rule 144A which have not been registered with the U.S. Securities and Exchange Commission (“SEC”). These securities may be subject to contractual restrictions which prohibit or limit their resale (private placement risk). The unavailability and/ or discontinuation of LIBOR may affect the value, liquidity or return on certain fund investments that mature later than 2021 and may result in costs incurred in connection with closing out positions and entering into new positions. Any pricing adjustments to the fund’s investments resulting from a substitute reference rate may also adversely affect the fund’s performance and/or net asset value (LIBOR transition 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.

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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.

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BBH PARTNER FUND - SELECT SHORT TERM ASSETS


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

7.Subsequent Events. BBH&Co. ("BBH"), the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH’s Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

financial statements october 31, 2021

25


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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, 2021 to October 31, 2021).

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.

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BBH PARTNER FUND - SELECT SHORT TERM ASSETS


DISCLOSURE OF FUND EXPENSES (continued)

October 31, 2021 (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, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Actual

$

1,000

$

1,000

$

0.76

Hypothetical2

$

1,000

$

1,024

$

0.77

____________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.15% multiplied by the average account value over the period, multiplied by 184/365.

2

Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio is subtracted from the assumed return before expenses.

financial statements October 31, 2021

27


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


CONFLICTS OF INTEREST

October 31, 2021 (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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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 Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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

28


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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 Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

financial statements October 31, 2021

29


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds for its discretionary

30


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

financial statements October 31, 2021

31


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


CONFLICTS OF INTEREST (continued)

October 31, 2021 (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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

32


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

The qualified investment income (“QII”) percentage for the period ended October 31, 2021 was 69.21%. In January 2022, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2021. 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, 2021

33


TRUSTEES AND OFFICERS OF BBH PARTNER FUND - SELECT SHORT TERM ASSETS


(unaudited)

Information pertaining to the Trustees and executive officers of the Trust as of October 31, 2021 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 Trustee^

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.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment adviser.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds); Director, Teton Advisors, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018-present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

34


TRUSTEES AND OFFICERS OF BBH PARTNER FUND - SELECT SHORT TERM ASSETS


(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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

financial statements October 31, 2021

35


TRUSTEES AND OFFICERS OF BBH PARTNER FUND - SELECT SHORT TERM ASSETS


(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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation, April 2015 - March 2020.

36


TRUSTEES AND OFFICERS OF BBH PARTNER FUND - SELECT SHORT TERM ASSETS


(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 of 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. in 2014.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year: 1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP. April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 – April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

financial statements October 31, 2021

37


BBH PARTNER FUND - SELECT SHORT TERM ASSETS


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

October 31, 2021 (unaudited)

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry in order to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of BBH Trust met on March 9, 2021 to review the liquidity risk management program (the “Program”) for the funds of BBH Trust (the “Funds”) pursuant to the Liquidity Rule. The Board has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the Funds, as the Program Administrator for each Fund’s Program. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness of the Program. The Report covered the period from February 1, 2020 through January 31, 2021 (the “Reporting Period”).

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following points.

Liquidity classification. The Report described the Program’s liquidity classification methodology for categorizing the Funds’ investments into one of four liquidity buckets.

Highly Liquid Investment Minimum. The Report noted that one aspect of the Liquidity Rule is a requirement that funds that are expected to have less than 50% of assets classified as other than “highly liquid” should establish a minimum percentage of highly liquid assets that the fund is expected to hold on an on-going basis. The Program Administrator monitors the percentages of assets in each category on an ongoing basis and, given that no Fund has approached the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum as provided for in the Liquidity Rule to any of the Funds.

The Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed whether each Fund’s investment strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets and factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account.

Short-term and long-term cash flow projections during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Program Administrator also took into consideration other factors such as shareholder ownership concentration, applicable distribution channels and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

Holdings of cash and cash equivalents. The Program Administrator considered the degree to which each Fund held cash and cash equivalents as a component of each Fund’s ability to meet redemption requests.

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BBH PARTNER FUND - SELECT SHORT TERM ASSETS


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

October 31, 2021 (unaudited)

There were no material changes to the Program during the Reporting Period. The Program Administrator has informed the Board that it believes that the Fund’s Program is adequately designed, has been implemented as intended, and has operated effectively since its implementation. No material exceptions have been noted since the implementation of the Program, and there were no liquidity events that impacted the Fund or its ability to meet redemption requests on a timely basis during the Reporting Period.

financial statements October 31, 2021

39


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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

 

 


image provided by client

 

Annual Report

OCTOBER 31, 2021

BBH Partner Fund - Small Cap Equity


BBH PARTNER FUND - SMALL CAP EQUITY


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

Since inception on July 8, 2021, the BBH Partner Fund – Small Cap Equity (“the Fund” or “BBH Small Cap”) returned -1.50%, net of fees, while the Fund’s benchmark, the Russell 2000, returned 3.22%.

For the period, the Fund underperformed its benchmark, largely driven by individual security performance from the following holdings: Stitch Fix Inc, Astronics Corp, Cimpress PLC, Agilysys Inc and Despegar.com Corp. The largest positive contributors to performance during the same time period include: Mimecast Ltd, InMode Ltd, Zuora Inc, Papa John’s International Inc and Onto Innovation Inc.

The Fund’s Sub-advisor, Bares Capital Management, LLC (“Bares”), has invested the Fund in a concentrated portfolio of small cap companies that Bares believes can compound intrinsic value at high rates over the long-term. The key criteria that Bares uses to evaluate a company are as follows:

Competitive Advantage: to assess a company’s competitive position, the Bares team performs a Porter’s 5 Forces analysis to determine buyer power, supplier power, the threat of substitutes and new entrants, and the competitive rivalry and industry dynamics. They will also analyze the sources of a company’s “moat,” which can be any of the following, including a significant cost advantage, efficient scale, network effects, switching costs, or the possession of intangible assets such as brand power.

Management Talent: the Bares team focuses on assessing management’s ability to execute and operate the business, whether they are trustworthy and transparent, and that their incentives are aligned with minority shareholders. Bares must be able to trust that the management team will use capital efficiently to generate the highest returns, which could include reinvesting in the core business, acquiring another company, or repurchasing its own shares in the open market.

Growth Potential: the Bares team aims to identify and evaluate companies with underappreciated sources of growth. In addition to determining a reasonable estimate of a business’ total addressable market, the team also qualitatively determines a company’s runway for growth and will selectively reassess the long-term potential if they believe growth can continue at an elevated rate.

Bares believes that the companies with the greatest potential to compound intrinsic value at above-average rates have durable competitive advantages, large growth opportunities, superior returns on equity (achieved without excessive leverage) and that are led by skilled managers who are good stewards of shareholder capital. To find such companies, the Bares team places heavy emphasis on assessing the quality of a business and its management team through extensive, on the ground due diligence and research.

________________

Returns of less than a year are not annualized. The Fund is new with a limited operating history.

financial statements october 31, 2021

3


BBH PARTNER FUND - SMALL CAP EQUITY


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

Growth of $10,000 Invested in BBH Partner Fund – Small Cap Equity

The graph below illustrates the hypothetical investment of $10,0001 in the Class I shares of the Fund since inception (July 8, 2021) to October 31, 2021 as compared to the Russell 2000 TR USD.

image provided by client

The annualized gross expense ratio as shown in the June 28, 2021 prospectus for Class I shares was 0.95%.

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 Russel 2000 TR USD index has been adjusted to reflect reinvestment of dividends on securities in the index. The Russel 2000 TR USD 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 Russell 2000 TR USD is a stock index that tracks 2,000 publicly traded small-capitalization companies. The index is unmanaged. Investments cannot be made in an index.

The Fund seeks to generate attractive returns over time but does not attempt to mirror a benchmark or an index. The composition of the Russell 2000 Index is materially different than the Fund’s holdings.

4


BBH PARTNER FUND - SMALL CAP EQUITY


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

October 31, 2021

To the Trustees of the BBH Trust and Shareholders of BBH Partner Fund – Small Cap Equity:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Partner Fund – Small Cap Equity (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, the related statement of operations, statement of changes in net assets and financial highlights for period from July 8, 2021 (commencement of operations) to October 31, 2021, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations, and the changes in its net assets and the financial highlights for the period from July 8, 2021 (commencement of operations) to October 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

financial statements october 31, 2021

5


BBH PARTNER FUND - SMALL CAP EQUITY


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

October 31, 2021

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

6


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO ALLOCATION

October 31, 2021

SECTOR DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Basic Materials

$

12,271,417

3.8

%

Communications

65,795,781

20.5

Consumer Cyclical

31,180,433

9.7

Consumer Non-cyclical

74,693,296

23.1

Industrials

8,086,210

2.5

Technology

91,618,043

28.4

Cash and Other Assets in Excess of Liabilities

38,833,563

12.0

NET ASSETS

$

322,478,743

100.0

%

All data as of October 31, 2021. The Fund's sector diversification is expressed as a percentage of net assets and may vary over time.

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

financial statements october 31, 2021

7


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO OF INVESTMENTS

October 31, 2021

Shares

Value

COMMON STOCK (88.0%)

BASIC MATERIALS (3.8%)

$

540,353

Element Solutions, Inc.

$

12,271,417

Total Basic Materials

12,271,417

 

COMMUNICATIONS (20.5%)

1,000,000

Despegar.com Corp. (British Virgin Islands)1

11,120,000

267,270

Mimecast, Ltd. (Jersey)1

20,162,849

760,000

Stitch Fix, Inc. (Class A)1

26,296,000

431,335

WideOpenWest, Inc.1

8,216,932

Total Communications

65,795,781

 

CONSUMER CYCLICAL (9.7%)

113,660

Papa John's International, Inc.

14,102,933

225,000

XPEL, Inc.1

17,077,500

Total Consumer Cyclical

31,180,433

 

CONSUMER NON-CYCLICAL (23.1%)

330,000

Alarm.com Holdings, Inc.1

27,805,800

170,000

Cimpress , Plc. (Ireland)1

15,184,400

283,984

EVERTEC, Inc. (Puerto Rico)

12,838,917

31,910

Heska Corp.1

7,132,842

100,000

Inmode, Ltd. (Israel)1

9,474,000

60,486

iRadimed Corp.1

2,257,337

Total Consumer Non-cyclical

74,693,296

INDUSTRIALS (2.5%)

626,838

Astronics Corp.1

8,086,210

Total Industrials

8,086,210

TECHNOLOGY (28.4%)

330,224

Agilysys, Inc.1

15,758,289

136,905

Health Catalyst, Inc.1

7,206,679

400,000

Model N, Inc.1

12,964,000

157,500

Onto Innovation, Inc.1

12,475,575

590,000

PagerDuty, Inc.1

24,632,500

850,000

Zuora, Inc. (Class A)1

18,581,000

Total Technology

91,618,043

Total Common Stock

(Cost $288,800,463)

283,645,180

TOTAL INVESTMENTS (Cost $288,800,463)2

88.0

%

$

283,645,180

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

12.0

%

38,833,563

NET ASSETS

100.00

%

$

322,478,743

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

8


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

1

Non-income producing security.

2

The aggregate cost for federal income tax purposes is $288,800,463, the aggregate gross unrealized appreciation is $18,235,629 and the aggregate gross unrealized depreciation is $23,390,912, resulting in net unrealized depreciation of $5,155,283.

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

financial statements october 31, 2021

9


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

FAIR VALUE MEASUREMENTS

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

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.

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

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

10


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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

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

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2021.

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, 2021

Common Stock:

Basic Materials

$

12,271,417

$

$

$

12,271,417

Communications

65,795,781

65,795,781

Consumer Cyclical

31,180,433

31,180,433

Consumer Non-cyclical

74,693,296

74,693,296

Industrials

8,086,210

8,086,210

Technology

91,618,043

91,618,043

Total Investment, at value

$

283,645,180

$

$

$

283,645,180

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

financial statements october 31, 2021

11


BBH PARTNER FUND - SMALL CAP EQUITY


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments in securities, at value (Cost $288,800,463)

$

283,645,180

Cash

38,084,916

Receivables for:

Investments sold.

4,100,759

Shares sold

1,360,000

Dividends

12,779

Investment advisory and administrative fee waiver reimbursement

9,509

Interest

1,542

Total Assets

327,214,685

LIABILITIES:

Payables for:

Investments purchased

4,439,509

Investment advisory and administrative fees

216,464

Professional fees.

49,974

Custody and fund accounting fees

10,000

Shares redeemed.

5,500

Transfer agent fees

5,426

Board of Trustees' fees.

1,111

Accrued expenses and other liabilities

7,958

Total Liabilities

4,735,942

NET ASSETS

$

322,478,743

Net Assets Consist of:

Paid-in capital

$

325,583,164

Accumulated deficit

(3,104,421

)

Net Assets

$

322,478,743

NET ASSET VALUE AND OFFERING PRICE PER SHARE

($322,478,743 ÷ 32,737,341 shares outstanding)

$

9.85

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

12


BBH PARTNER FUND - SMALL CAP EQUITY


STATEMENT OF OPERATIONS

For the period from July 8, 2021 (commencement of operations) to October 31, 2021

NET INVESTMENT INCOME:

Income:

Dividends (net of foreign withholding taxes of $1,420)

$

99,181

Interest income

8,240

Total Income

107,421

Expenses:

Investment advisory and administrative fees

729,310

Professional fees.

49,974

Board of Trustees' fees

14,690

Custody and fund accounting fees

10,316

Transfer agent fees

10,114

Miscellaneous expenses

41,616

Total Expenses

856,020

Investment advisory and administrative fee waiver

(40,593

)

Net Expenses

815,427

Net Investment Loss

(708,006

)

NET REALIZED AND UNREALIZED LOSS:

Net realized gain on investments in securities

2,758,868

Net change in unrealized appreciation/(depreciation) on investments in securities

(5,155,283

)

Net Realized and Unrealized Loss

(2,396,415

)

Net Decrease in Net Assets Resulting from Operations

$

(3,104,421

)

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

financial statements october 31, 2021

13


BBH PARTNER FUND - SMALL CAP EQUITY


STATEMENT OF CHANGES IN NET ASSETS

For the period from July 8, 2021 (commencement of operations) to October 31, 2021

INCREASE (DECREASE) IN NET ASSETS:

Operations:

Net investment income

$

(708,006

)

Net realized gain on investments in securities and foreign exchange transactions and translations

2,758,868

Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations

(5,155,283

)

Net decrease in net assets resulting from operations

(3,104,421

)

Share transactions:

Proceeds from sales of shares

327,054,355

Cost of shares redeemed

(1,471,191

)

Net increase in net assets resulting from share transactions

325,583,164

Total increase in net assets

322,478,743

NET ASSETS:

Beginning of period

End of period

$

322,478,743

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

14


BBH PARTNER FUND - SMALL CAP EQUITY


FINANCIAL HIGHLIGHTS

Selected per share data and ratios for a Class I share outstanding throughout each period.

For the period from

July 8, 2021

(commencement of

operations) to

October 31, 2021

Net asset value, beginning of period

$

10.00

Income from investment operations:

Net investment loss1

(0.03

)

Net realized and unrealized loss

(0.12

)

Total loss from investment operations

(0.15

)

Less dividends and distributions:

From investment income

Total dividends and distributions

Net asset value, end of period

$

9.85

Total return

(1.50

)%​2

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

322

Ratio of expenses to average net assets before reductions

0.93

%​3

Fee waiver

(0.01

)%​3,4

Ratio of expenses to average net assets after reductions

0.92

%​3

Ratio of net investment income to average net assets

(0.83

)%​3

Portfolio turnover rate

3

%​2

____________

1

Calculated using average shares outstanding for the period.

2

Not annualized.

3

Annualized with the exception of audit fees, legal fees and registration fees.

4

The ratio of expenses to average net assets for the period ended October 31, 2021 reflect fees reduced as result of a voluntary operating expense waiver. For the period from July 8, 2021 to October 31, 2021 the waived fee was $40,593.

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

financial statements october 31, 2021

15


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS

As of and for the period ended October 31, 2021

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 July 8, 2021 and offers one share class, Class I. Class I shares is not automatically convert to any other share class of the Fund. The investment objective of the Fund is to provide investors with long-term growth of capital. As of October 31, 2021, there were nine 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) 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.

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 generally apportioned among each fund in the Trust

16


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

on a net assets basis or other suitable method. 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 between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and 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, 2021, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the period ended October 31, 2021, 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 open tax period since July 8, 2021 (commencement of operations). 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 annually 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 and distributions in the amount of $0 to Class I shares shareholders, during the period ended October 31, 2021.

financial statements october 31, 2021

17


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

As of October 31, 2021 the components of retained earnings/(accumulated deficit) was as follows:

 

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$ 2,050,862

$    —

$    —

$    —

$ (5,155,283)

$ (3,104,421)

The Fund had did not have a net capital loss carryforwards as of October 31, 2021.

The Fund is permitted to carryforward capital losses 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.

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) would be attributable primarily to the tax deferral of losses on wash sales, if applicable.

To the extent future capital gains are offset by capital loss carryforwards, if any, such gains will not be distributed.

F.Use of Estimates. The preparation of the financial statements in 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 allocates the Fund’s assets to the Fund’s sub-adviser, currently Bares Capital Management, Inc. (“Bares Capital Management” or the “Sub-adviser”). The Sub-adviser is responsible for investing the assets of the Fund and the Investment Adviser oversees the Sub-adviser and evaluates its performance results. The Fund pays a combined fee for investment advisory and administrative services calculated daily and paid monthly at an annual rate equivalent to 0.85% per annum on the first $3 billion of the Fund’s average daily net assets and 0.80% per annum on the Fund’s average daily net assets over $3 billion. The Investment Adviser pays

18


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

its Sub-adviser a percentage from its investment advisory and administrative fees. For period ended October 31, 2021, the Fund incurred 729,310 under the Agreement.

B.Investment Advisory and Administrative Fee Waivers. The Investment Adviser 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 the Fund’s business) of Class I. This is a voluntary waiver that can be changed at any time at the sole discretion of the Investment Adviser. For the period ended October 31, 2021, the Investment Adviser waived fees in the amount of $40,593 for Class I.

C.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction-based fee. The fund accounting fee is an asset-based fee calculated at 0.004% of the Fund’s net asset value. For the period ended October 31, 2021, the Fund incurred $10,316 in custody and fund accounting fees. As per agreement with the Fund’s custodian, the Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned by the Fund for the period ended October 31, 2021 was $8,240. This amount is included in "interest income" in the Statement of Operations. 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 period ended October 31, 2021, was $735. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

D.Board of Trustees’ Fees.  Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the period ended October 31, 2021, the Fund incurred $14,690 in independent Trustee compensation and expense reimbursements.

E.Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

4.Investment Transactions. For the period ended October 31, 2021, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $294,104,758 and $8,063,163, respectively.

financial statements october 31, 2021

19


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

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. Transactions in Class I shares were as follows:

For the period ended

October 31, 2021*

Shares

Dollars

Class I

Shares sold

32,889,385

$

327,054,355

Shares redeemed

(152,044

)

(1,471,191

)

Net increase

32,737,341

$

325,583,164

* The period represented is from July 8, 2021 (commencement of operations) to October 31, 2021.

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). Small cap companies, when compared to larger companies, may experience lower trading volume and could be subject to greater and less predictable price changes (Small Cap Company risk). The fund will invest 25% or more of its net assets in the Software & Services Industry Group. When a fund focuses its investments in a particular industry, group of industries, or sector, financial, economic business and other developments affecting issuers in those industries or groups of industries will have a greater effect on the fund than if the fund did not focus on an industry or group of industries (Software & Service Industry Group Concentration 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. Natural disasters, the spread of infectious illness and other public health emergencies, recession, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse effects on world economies and markets generally (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). 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 (Large Shareholder 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.

20


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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

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

7.Subsequent Events. BBH&Co. ("BBH"), the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH’s Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

financial statements october 31, 2021

21


BBH PARTNER FUND - SMALL CAP EQUITY


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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 (July 8, 2021 to October 31, 2021).

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.

22


BBH PARTNER FUND - SMALL CAP EQUITY


DISCLOSURE OF FUND EXPENSES (continued)

October 31, 2021 (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

July 8, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

July 8, 2021 to

October 31, 20211

Class I

Actual

$

1,000

$

985

$

2.88

Hypothetical2

$

1,000

$

1,013

$

2.92

____________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.92% for Class I, multiplied by the average account value over the period, multiplied by 115/365.

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, 2021

23


BBH PARTNER FUND - SMALL CAP EQUITY


DISCLOSURE OF ADVISOR SELECTION

October 31, 2021 (unaudited)

Investment Advisory and Administrative Services and Sub-Advisory Agreements Approval

The 1940 Act requires that a fund’s investment advisory agreements must be approved both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. However, due to the ongoing COVID-19 pandemic the U.S. Securities and Exchange Commission provided exemptive relief from the in-person provisions of Section 15 of the 1940 Act related to the approval certain agreements on March 25, 2020 (“Exemptive Relief”).

The Board, a majority of which is comprised of Independent Trustees, held a meeting on June 16, 2021, in reliance on the Exemptive Order, to consider the combined Amended and Restated Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the Fund. The Board approved the Agreement at that time. In approving the Agreement, the Board determined that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders.

Throughout the year, the Board requested, received and assessed a variety of materials provided by the Investment Adviser and BBH, including, among other things, information about the nature, extent and quality of the services provided and to be provided to the Trust and the Fund by the Investment Adviser and BBH, including investment management and administrative services, the oversight of Fund service providers, marketing, risk oversight, compliance, and the ability to meet applicable legal and regulatory requirements. The Board received and reviewed a comparative fee and expense information for the Fund as compared to similar funds at the meeting held on June 16, 2021. The Board reviewed this report with fund management, the Adviser and counsel to the Trust (“Fund Counsel”). The Board received from, and discussed with, Fund Counsel a memorandum regarding the responsibilities of trustees for the approval of investment advisory agreements under the 1940 Act, as well as the guidance provided in Gartenburg v. Merrill Lynch Asset Management, Inc., which was affirmed in Jones v. Harris Associates, L.P. In addition, the Board met in executive session outside the presence of Fund management.

In approving the Agreement, the Board considered: (a) the nature, extent and quality of services provided by the Investment Adviser; (b) the advisory fee and the cost of the services to be realized by the Investment Adviser from its relationship with the Fund; (c) the Fund’s costs to investors compared to the costs of comparative funds; (d) the sharing of potential economies of scale; and (e) other factors deemed relevant by the Board. The following is a summary of certain factors the Board considered in making its determination to approve the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel. The Board concluded that the fees to be paid by the Fund to the Investment Adviser were reasonable.

Nature, Extent and Quality of Services

The Board noted that, under the Agreement and with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board further noted that, as a combined investment advisory and administration agreement, the Agreement

24


BBH PARTNER FUND - SMALL CAP EQUITY


DISCLOSURE OF ADVISOR SELECTION (continued)

October 31, 2021 (unaudited)

also contemplates the provision of administrative services by the Investment Adviser to the Fund within the same fee structure. The Board received and considered information during the Meeting, and over the course of the previous year, regarding the nature, extent and quality of services provided to the Trust and those that would be provided to the Fund by the Investment Adviser including: portfolio management, the supervision of operations and compliance, preparation of regulatory filings, disclosures to Fund shareholders, general oversight of service providers, organizing Board meetings and preparing the materials for such Board meetings, assistance to the Board (including the Independent Trustees in their capacity as Trustees), legal and Chief Compliance Officer services for the Trust, and other services necessary for the operation of the Fund. The Board considered the resources of the Investment Adviser and BBH, as a whole, dedicated to the Fund noting that, pursuant to separate agreements, BBH also provides custody and fund accounting services to the Fund. The Board considered the depth and range of services provided pursuant to the Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers.

The Board considered the scope and quality of services provided by the Investment Adviser under the Agreement. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board concluded that, overall, it was satisfied with the nature, extent and quality of the investment advisory and administrative services provided, and expected to be provided, to the Fund pursuant to the Agreement.

Costs of Services Provided

The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board considered the depth and range of services provided pursuant to the Advisory Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party, noting that the Fund compared favorably to the selected peer-set. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be both reasonable in light of the services rendered and the result of arm’s length negotiations.

The Board also considered the effect of fall-out benefits to the Investment Adviser and BBH such as the increased visibility of BBH’s investment management business due to the distribution of the Trust’s funds. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. These other benefits include fees received for being the Fund’s custodian and fund accounting agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.

financial statements October 31, 2021

25


BBH PARTNER FUND - SMALL CAP EQUITY


DISCLOSURE OF ADVISOR SELECTION (continued)

October 31, 2021 (unaudited)

Economies of Scale

The Board also considered the existence of any economies of scale and whether those economies are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board considered the fee schedule for the Fund, including applicable breakpoints. The Board concluded that the fees to be paid by the Fund to the Investment Adviser were reasonable based on the comparative expense information and the cost of the services provided by the Investment Adviser.

Approval of New Sub-Advisory Agreement

The Board, a majority of which is comprised of Independent Trustees, held a meeting on June 16, 2021, in reliance on the Exemptive Order, to consider the combined Sub-Advisory Agreement (the “Sub-Advisory Agreement”) between the Investment Adviser and Bares Capital Management, Inc. (“Bares”) (the “Sub-Advisory Agreement”). Following their review and consideration, the Board, including the Independent Trustees, determined that the terms of the Sub-Advisory Agreement were reasonable and unanimously approved the Sub-Advisory Agreement for an initial period of two-years.

In connection with the approval of the Sub-advisory Agreement, the Board was provided written materials prepared by BBH, the Investment Adviser and Bares and received oral presentations from BBH, Investment Adviser and Bares personnel. The Board received from, and discussed with, Fund Counsel a memorandum regarding the responsibilities of trustees for the approval of investment advisory agreements, including sub-advisory agreements, under the 1940 Act, as well as the guidance provided in Gartenburg v. Merrill Lynch Asset Management, Inc., which was affirmed in Jones v. Harris Associates, L.P. In addition, the Board met in executive session outside the presence of Fund management.

The following is a summary of the factors the Board considered in making its determination to approve the Sub-Advisory Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Sub-Advisory Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel. The Board concluded that the terms of the Sub-Advisory Agreement are fair and reasonable and that the fee to be paid to Bares was reasonable in light of the services to be provided.

Nature, Extent and Quality of the Services

In evaluating the nature, extent and quality of the services to be provided by Bares under the Sub-Advisory Agreement, the Board considered, among other things, information provided by the Investment Adviser and Bares regarding the operations, facilities, organization and personnel of Bares, the anticipated ability of Bares to perform its duties under the Sub-Advisory Agreement, and the anticipated investment program and other practices of the Fund. The Board considered that, although Bares did not have prior experience managing registered investment companies, Bares is an experienced and respected asset management firm and that the Investment Adviser believed that Bares has the capabilities, experience, resources and personnel necessary to provide sub-advisory services to the Fund based on the assessment of Bares’ organization and investment talent. The Board considered whether Bares would be able to provide sub-advisory services that are appropriate in scope and extent in light of the investment program for the Fund and whether Bares’ portfolio management team had demonstrated its ability to adhere to compliance

26


BBH PARTNER FUND - SMALL CAP EQUITY


DISCLOSURE OF ADVISOR SELECTION (continued)

October 31, 2021 (unaudited)

procedures. The Board also considered the quality of the investment research capabilities of Bares and the resources it has dedicated to performing services for the Fund. On the basis of these considerations, together with other information considered, the Board determined that it was satisfied with the nature, extent and quality of the services to be provided by Bares.

Performance

The Board considered Bares’ performance relating to its other accounts, including pooled investment vehicles, investment management experience, capabilities and resources. The Board further considered information regarding Bares’ investment philosophy, the proposed portfolio construction for the Fund, and investment techniques to be employed. On the basis of this information and the Board’s assessment of the nature, extent and quality of the services to be provided by Bares, the Board concluded that Bares is capable of generating an appropriate level of investment performance.

Cost of Services to be Provided

The Board considered the proposed sub-advisory fee schedule under the Sub-Advisory Agreement , noting that the Investment Adviser would be responsible for paying the sub-advisory fee out of the fee it receives from the Fund. The Board considered whether there will be any incidental benefits expected to be derived by Bares from its relationship with the Fund. On the basis of these considerations, together with other information considered, the Board determined that the sub-advisory fee to be received by Bares under the Sub-Advisory Agreement is reasonable in light of the sub-advisory services to be provided.

Economies of Scale

In evaluating the extent to which the sub-advisory fees payable under the Sub-Advisory Agreement reflect economies of scale or would permit economies of scale to be realized in the future, the Board considered the sub-advisory fee schedule and the existence of breakpoints in both the advisory and sub-advisory fee schedules. The Board concluded that the fees to be paid by the Fund to the Investment Adviser and the fees paid by the Investment Adviser to Bares were reasonable based on the comparative expense information and the cost of the services provided by the Investment Adviser.

financial statements October 31, 2021

27


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST

October 31, 2021 (unaudited)

Description of Potential Material Conflicts of Interest - Investment Adviser

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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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 Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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

28


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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 Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

financial statements October 31, 2021

29


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds for its discretionary

30


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

financial statements October 31, 2021

31


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST (continued)

October 31, 2021 (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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

32


BBH PARTNER FUND - SMALL CAP EQUITY


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

In January 2022, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2021. 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

$ -

$ 2,840

financial statements October 31, 2021

33


TRUSTEES AND OFFICERS OF BBH PARTNER FUND - SMALL CAP EQUITY


(unaudited)

 

Information pertaining to the Trustees and executive officers of the Trust as of October 31, 2021 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 Trustee^

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 advisor.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment advisor.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds), Director, Teton Advisers, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018- Present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

34


TRUSTEES AND OFFICERS OF BBH PARTNER FUND - SMALL CAP EQUITY


(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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

financial statements October 31, 2021

35


TRUSTEES AND OFFICERS OF BBH PARTNER FUND - SMALL CAP EQUITY


(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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation, April 2015 - March 2020.

36


TRUSTEES AND OFFICERS OF BBH PARTNER FUND - SMALL CAP EQUITY


(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 of 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.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year: 1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since June 2021; joined BBH&Co. in 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP, April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 – April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

financial statements October 31, 2021

37


BBH PARTNER FUND - SMALL CAP EQUITY


OPERATION AND EFFECTIVNESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

October 31, 2021 (unaudited)

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry in order to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of BBH Trust met on March 9, 2021 to review the liquidity risk management program (the “Program”) for the funds of BBH Trust (the “Funds”) pursuant to the Liquidity Rule. The Board has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the Funds, as the Program Administrator for each Fund’s Program. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness of the Program. The Report covered the period from February 1, 2020 through January 31, 2021 (the “Reporting Period”).

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following points.

Liquidity classification. The Report described the Program’s liquidity classification methodology for categorizing the Funds’ investments into one of four liquidity buckets.

Highly Liquid Investment Minimum. The Report noted that one aspect of the Liquidity Rule is a requirement that funds that are expected to have less than 50% of assets classified as other than “highly liquid” should establish a minimum percentage of highly liquid assets that the fund is expected to hold on an on-going basis. The Program Administrator monitors the percentages of assets in each category on an ongoing basis and, given that no Fund has approached the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum as provided for in the Liquidity Rule to any of the Funds.

The Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed whether each Fund’s investment strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets and factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account.

Short-term and long-term cash flow projections during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Program Administrator also took into consideration other factors such as shareholder ownership concentration, applicable distribution channels and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

Holdings of cash and cash equivalents. The Program Administrator considered the degree to which each Fund held cash and cash equivalents as a component of each Fund’s ability to meet redemption requests.

38


BBH PARTNER FUND - SMALL CAP EQUITY


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

October 31, 2021 (unaudited)

There were no material changes to the Program during the Reporting Period. The Program Administrator has informed the Board that it believes that the Fund’s Program is adequately designed, has been implemented as intended, and has operated effectively since its implementation. No material exceptions have been noted since the implementation of the Program, and there were no liquidity events that impacted the Fund or its ability to meet redemption requests on a timely basis during the Reporting Period.

financial statements October 31, 2021

39


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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

 

 


image provided by client

 

Annual Report

OCTOBER 31, 2021

BBH Select Series - Mid Cap Fund


BBH SELECT SERIES - MID CAP FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

This is the inaugural annual report for the BBH Select Series – Mid Cap Fund (“the Fund”), which launched on May 24, 2021. The Fund seeks to generate attractive compounded investment returns over full market cycles, while reducing the likelihood of permanent loss of capital on any single investment. To achieve this, the Fund’s strategy is to invest in a select number of high-quality business franchises, as defined by the four pillars of our investment criteria – business quality, attractive financial returns, strong management, and growth potential. By adhering to our disciplined criteria and process, and investing at a discount to our estimate of intrinsic value, we believe we can establish a strong margin of safety for our investments in companies that have the potential to compound attractive investment returns over many years.*

Given that there are few companies which meet our investment criteria, and the benefits of compounding accrue over time, we seek to hold a concentrated portfolio with low turnover. We expect the Fund’s holdings to range from 20-30 companies over time. Due to the Fund’s concentrated nature, the performance of the Fund will likely differ meaningfully – both positively and negatively – from relevant indexes at various points within a long-term market cycle as we maintain our independent perspective and focus on long-term compounding.

The Fund rose by 6.80% net of fees from inception on May 24, 2021 to fiscal year ended October 31, 2021. During the same period, the Russell Midcap Index rose by 7.51%.

While we prefer to focus on company fundamentals and do not invest with a top down perspective, we have observed strong sector and thematic rotational trends between growth and value, large cap and small cap, and a wide range of returns by sector. The divergence between various factors and the volatility of returns since inception is likely driven by a growing list of market concerns, as the economy struggles to sustain the strong growth it initially enjoyed emerging from the pandemic. These concerns include the Delta variant, inflation, the debt ceiling, supply chain tightness, energy shortages, a Chinese economic slowdown, and the potential acceleration of monetary tightening by the Federal Reserve. By and large, we were very pleased with our portfolio companies’ ability to navigate these conditions as evidenced by strong reported earnings results. Notwithstanding the market gyrations, we ascribe higher intrinsic values to the majority of our portfolio companies today than we did at the inception of the Fund. Our investment strategy does not change based on the market backdrop. We remain always focused on the quality of our companies and anticipate that this will serve us well across a wide variety of market conditions and through full market cycles.

financial statements october 31, 2021

3


BBH SELECT SERIES - MID CAP FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

The Fund’s largest positive contributors from inception on May 24, 2021 to fiscal year ended October 31, 2021 were Charles River Laboratories International Inc., Entegris Inc., and Brown & Brown Inc. As a leading early-stage contract research organization (CRO) providing discovery, safety assessment, and other services to pharmaceutical and biotechnology companies, Charles River has experienced a step change in its growth profile that we believe will prove to be very long duration and is driven by increased outsourcing of drug development to achieve greater productivity and increased funding for drug development overall. Entegris is a key supplier to the semiconductor industry of essential filtration products, materials, and related delivery equipment that enable the high precision fabrication of chips, and demand for their services is tied both to the volume of chips produced and the increased complexity of new chip designs that are fundamental to artificial intelligence, 5G, cloud data centers, and other advanced technologies. Brown & Brown is a leading property & casualty insurance broker with a focus on the US domestic mid-sized commercial market, a segment that has enjoyed strong growth in 2021 delivering the best results in company history for the first nine months of the year against a backdrop of strong increases in premium rates.

The Fund’s largest detractors from inception on May 24, 2021 to fiscal year ended October 31, 2021 were IPG Photonics Corp., AptarGroup Inc., and Crown Holdings Inc. As the leading producer of fiber laser products used in cutting and welding applications, IPG has been directly impacted by moderating Chinese industrial activity. Aptar is a leading supplier of dispensers, closures, and active packaging solutions for the pharmaceutical, beauty, home, personal care, food, and beverage markets, and many of these end markets continue to be disrupted by the ongoing pandemic and its variants. Crown is a leading manufacturer of aluminum beverage cans and industrial transit packaging, and its share price has been impacted by market concerns regarding future potential overcapacity despite a chronically undersupplied North American market.

As of October 31, 2021, the Fund had positions in 23 companies with approximately 56% of the assets held in the ten largest holdings. The weighted average market cap of our holdings was $15.7 billion, and our portfolio turnover from inception to fiscal year end was 3%. The Fund ended the fiscal year trading at roughly 91% of our underlying intrinsic value estimates on a weighted average basis.

________________

There is no assurance the objective will be achieved. Holdings are subject to change.

*

Intrinsic value is an estimate of the present value of the cash that a business can generate and distribute to shareholders over its remaining life.

4


BBH SELECT SERIES - MID CAP FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

Growth of $10,000 Invested in BBH Select Series – Mid Cap Fund

The graph below illustrates the hypothetical investment of $10,0001 in the Class I shares of the Fund since inception (May 24, 2021) to October 31, 2021 as compared to the RMCCTR.

image provided by client

The annualized gross expense ratios as shown in the May 24, 2021 prospectus for Class I was 1.40%.

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 Russell Mid Cap Total Return Index (“RMCCTR”) has been adjusted to reflect reinvestment of dividends on securities. The RMCCTR 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 RMCCTR is an unmanaged weighted index of 800 medium-capitalization stocks. The index is unmanaged. Investments cannot be made in an index.

financial statements october 31, 2021

5


BBH SELECT SERIES - MID CAP FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

October 31, 2021

To the Trustees of the BBH Trust and Shareholders of BBH Select Series – Mid Cap Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Select Series – Mid Cap Fund (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, the related statement of operations, statement of changes in net assets and financial highlights for the period from May 24, 2021 (commencement of operations) to October 31, 2021, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations, and the changes in its net assets and the financial highlights for the period from May 24, 2021 (commencement of operations) to October 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

6


BBH SELECT SERIES - MID CAP FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

October 31, 2021

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

financial statements october 31, 2021

7


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO ALLOCATION

October 31, 2021

SECTOR DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Communications

$

503,509

3.6

%

Consumer Cyclical

1,884,762

13.7

Consumer Non-cyclical

2,184,010

15.8

Financials

1,392,532

10.1

Industrials

3,680,352

26.6

Technology

3,727,557

26.9

Cash and Other Assets in Excess of Liabilities

461,131

3.3

NET ASSETS

$

13,833,853

100.0

%

All data as of October 31, 2021. BBH Select Series – Mid Cap Fund’s (the “Fund”) 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 SELECT SERIES - MID CAP FUND


PORTFOLIO OF INVESTMENTS

October 31, 2021

Shares

Value

COMMON STOCK (96.7%)

COMMUNICATIONS (3.6%)

1,229

Arista Networks, Inc.1

$

503,509

Total Communications

503,509

 

CONSUMER CYCLICAL (13.7%)

137

NVR, Inc.1

670,588

2,214

Watsco, Inc.

641,130

6,784

Wyndham Hotels & Resorts, Inc.

573,044

Total Consumer Cyclical

1,884,762

 

CONSUMER NON-CYCLICAL (15.8%)

7,731

AMN Healthcare Services, Inc.1

763,050

3,805

Bruker Corp.

305,542

2,486

Charles River Laboratories International, Inc.1

1,115,418

Total Consumer Non-cyclical

2,184,010

 

FINANCIALS (10.1%)

14,574

Brown & Brown, Inc.

919,765

659

SVB Financial Group1

472,767

Total Financials

1,392,532

 

INDUSTRIALS (26.6%)

4,926

Advanced Drainage Systems, Inc.

555,653

4,242

AptarGroup, Inc.

512,349

7,151

Crown Holdings, Inc.

743,632

3,380

Graco, Inc.

254,108

3,530

HEICO Corp. (Class A)

443,650

6,653

Mercury Systems, Inc.1

342,896

1,847

Toro Co.

176,333

3,428

Vulcan Materials Co.

651,731

Total Industrials

3,680,352

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

financial statements october 31, 2021

9


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Shares

Value

COMMON STOCK (96.7%) (continued)

TECHNOLOGY (26.9%)

8,656

Black Knight, Inc.1

$

606,872

1,984

Broadridge Financial Solutions, Inc.

353,965

6,715

Entegris, Inc.

945,338

5,215

Guidewire Software, Inc.1

655,682

3,051

IPG Photonics Corp.1

485,140

3,760

Take-Two Interactive Software, Inc.1

680,560

Total Technology

3,727,557

Total Common Stock

      (Cost $12,517,521)

$

13,372,722

TOTAL INVESTMENTS (Cost $12,517,521)2

96.7

%

$

13,372,722

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

3.3

%

461,131

NET ASSETS

100.00

%

$

13,833,853

________________

1

Non-income producing security.

2

The aggregate cost for federal income tax purposes is $12,517,521, the aggregate gross unrealized appreciation is $1,232,595 and the aggregate gross unrealized depreciation is $377,394, resulting in net unrealized appreciation of $855,201.

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

10


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

FAIR VALUE MEASUREMENTS

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

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, 2021

11


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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

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

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

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2021.

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, 2021

Common Stock:

Communications

$

503,509

$

$

$

503,509

Consumer Cyclical

1,884,762

1,884,762

Consumer Non-cyclical

2,184,010

2,184,010

Financials

1,392,532

1,392,532

Industrials

3,680,352

3,680,352

Technology

3,727,557

3,727,557

Investments, at value

$

13,372,722

$

$

$

13,372,722

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

12


BBH SELECT SERIES - MID CAP FUND


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments in securities, at value (Cost $12,517,521)

$

13,372,722

Cash

254,722

Receivables for:

Shares sold

250,000

Investment advisory and administrative fee waiver reimbursement

27,722

Dividends

2,783

Interest

21

Total Assets

13,907,970

LIABILITIES:

Payables for:

Professional fees

50,374

Investment advisory and administrative fees

8,432

Transfer agent fees

5,200

Custody and fund accounting fees

1,200

Board of Trustees' fees

1,111

Accrued expenses and other liabilities

7,800

Total Liabilities

74,117

NET ASSETS

$

13,833,853

Net Assets Consist of:

Paid-in capital

$

12,978,652

Retained earnings

855,201

Net Assets

$

13,833,853

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS I SHARES

($13,833,853 ÷ 1,295,383 shares outstanding)

$10.68

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

financial statements october 31, 2021

13


BBH SELECT SERIES - MID CAP FUND


STATEMENT OF OPERATIONS

For the period from May 24, 2021 (commencement of operations) to October 31, 2021

NET INVESTMENT INCOME:

Income:

Dividends

$

27,740

Interest income

95

Total Income

27,835

 

Expenses:

Professional fees

50,374

Investment advisory and administrative fees

42,044

Board of Trustees' fees

28,991

Transfer agent fees

14,342

Custody and fund accounting fees

2,038

Miscellaneous expenses

47,823

Total Expenses

185,612

Investment advisory and administrative fee waiver

(135,159

)

Net Expenses

50,453

Net Investment Loss

(22,618

)

 

NET REALIZED AND UNREALIZED GAIN:

Net realized gain on investments in securities

12,020

Net change in unrealized appreciation/(depreciation) on investments in securities

855,201

Net Realized and Unrealized Gain

867,221

Net Increase in Net Assets Resulting from Operations

$

844,603

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

14


BBH SELECT SERIES - MID CAP FUND


STATEMENT OF CHANGES IN NET ASSETS

For the period from May 24, 2021 (commencement of operations) to October 31, 2021

INCREASE (DECREASE) IN NET ASSETS:

Operations:

Net investment loss

$

(22,618

)

Net realized gain on investments in securities

12,020

Net change in unrealized appreciation/(depreciation) on investments in securities

855,201

Net increase in net assets resulting from operations

844,603

Share transactions:

Proceeds from sales of shares

12,989,250

Net increase in net assets resulting from share transactions

12,989,250

Total increase in net assets

13,833,853

NET ASSETS:

Beginning of period

End of period

$

13,833,853

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

financial statements october 31, 2021

15


BBH SELECT SERIES - MID CAP FUND


FINANCIAL HIGHLIGHTS

Selected per share data and ratios for a Class I share outstanding throughout each period.

For the period from

May 24, 2021

(commencement of

operations) to

October 31, 2021

Net asset value, beginning of period

$10.00

Income from investment operations:

Net investment loss1

(0.02

)

Net realized and unrealized gain

0.70

Total income from investment operations

0.68

Less dividends and distributions:

From investment income

Total dividends and distributions

Net asset value, end of period

$10.68

Total return

6.80

%​2

Ratios/Supplemental data:

Net assets, end of period (in millions)

$14

Ratio of expenses to average net assets before reductions

2.46

%​3

Fee waiver

(1.56

)%​3,4

Ratio of expenses to average net assets after reductions

0.90

%​3

Ratio of net investment income to average net assets

(0.40

)%​3

Portfolio turnover rate

3

%​2

____________

1    Calculated using average shares outstanding for the period.

2    Not annualized.

3    Annualized with the exception of audit fees, legal fees and registration fees.

4

The ratio of expenses to average net assets for the period ended October 31, 2021 reflect fees reduced as result of a contractual operating expense limitation of the share class of 0.90%. The Agreement is effective through March 1, 2022 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the period from May 24, 2021 to October 31, 2021 the waived fee was $135,159.

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

16


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS

As of and for the period ended October 31, 2021

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 May 24, 2021 and offers two share classes, Class I and Retail Class. As of October 31, 2021, Retail Class shares are not available for purchase by investors but may be offered in the future. The investment objective of the Fund is to provide investors with long-term growth of capital. As of October 31, 2021, there were nine 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) 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, 2021

17


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

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 generally apportioned among each fund in the Trust on a net assets basis or other suitable method. 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 between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and 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, 2021, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the period ended October 31, 2021, 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 open tax period since May 24, 2021 (commencement of operations). 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 annually 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 did not declare any dividends and distributions to shareholders during the period ended October 31, 2021.

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BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

As of October 31, 2021 the components of retained earnings/(accumulated deficit) were as follows:

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$

$

$

$

$

855,201

$

855,201

The Fund did not have a net capital loss carryforward at October 31, 2021.

The Fund is permitted to carryforward capital losses 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.

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) would be attributable primarily to the tax deferral of losses on wash sales, if applicable.

To the extent future capital gains are offset by capital loss carryforwards, if any, such gains will not be distributed.

F.Use of Estimates. The preparation of the financial statements in 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 0.75% per annum on the first $3 billion of the Fund’s average daily net assets and 0.70% per annum on the Fund’s average daily net assets over $3 billion. For period ended October 31, 2021, the Fund incurred $42,044 under the Agreement.

financial statements october 31, 2021

19


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

B.Investment Advisory and Administrative Fee Waivers. Effective May 24, 2021 (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) to 0.90%. The agreement will terminate on March 1, 2022, unless it is renewed by all parties to the agreement. The agreement may only be terminated during its term with approval of the Fund’s Board of Trustees. For the period ended October 31, 2021, the Investment Adviser waived fees in the amount of $135,159.

C.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction-based fee. The fund accounting fee is an asset-based fee calculated at 0.004% of the Fund’s net asset value. For the period ended October 31, 2021, the Fund incurred $2,038 in custody and fund accounting fees. As per agreement with the Fund’s custodian, the Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned by the Fund for the period ended October 31, 2021 was $95. This amount is included in ²interest income² in the Statement of Operations. 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 Fund did not include any such fees in the period ended October 31, 2021. This amount, if any, is included under line item “Custody and fund accounting fees” in the Statement of Operations.

D.Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the period ended October 31, 2021, the Fund incurred $28,991 in independent Trustee compensation and expense reimbursements.

E.Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

4.Investment Transactions. For the period ended October 31, 2021, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $12,868,567 and $363,066, respectively.

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BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

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. Transactions in Class I shares were as follows:

For the period ended

October 31, 2021*

Shares

Dollars

 

Shares sold

1,295,383

$

12,989,250

Net increase

1,295,383

$

12,989,250

* The period represented is from May 24, 2021 (commencement of operations) to October 31, 2021.

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). Mid cap companies, when compared to larger companies, may experience lower trade volume and could be subject to greater and less predictable price changes (Mid Cap Company 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. Natural disasters, the spread of infectious illness and other public health emergencies, recession, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse effects on world economies and markets generally (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). Investments in other investment companies are subject to market and selection risk, as well as the specific risks associated with the investment companies' portfolio securities (investment in other investment companies risk). Initial public offerings (“IPOs”) are new issues of equity securities, as such they have no trading history and there may be limited information about the companies for a very limited period. Additionally, the prices of securities sold in IPOs may be highly volatile (IPO risk). Preferred securities are subject to issuer-specific and market risks. Generally, issuers only pay dividends after the company makes required payments to holders of bonds and other debt, as such the value of preferred securities may react more strongly to market conditions than bonds and other debts (Preferred Securities risk). The Fund’s shareholders may be adversely impacted by asset

financial statements october 31, 2021

21


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NOTES TO FINANCIAL STATEMENTS (continued)

As of and for the period ended October 31, 2021

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.

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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

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

7.Subsequent Events. BBH&Co. ("BBH"), the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH’s Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

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BBH SELECT SERIES - MID CAP FUND


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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 24, 2021 to October 31, 2021).

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.

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 24, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 24, 2021 to

October 31, 20211

Actual

$

1,000

$

1,068

$

4.08

Hypothetical2

$

1,000

$

1,018

$

3.98

_________________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.90%, multiplied by the average account value over the period, multiplied by 160/365.

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, 2021

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BBH SELECT SERIES - MID CAP FUND


DISCLOSURE OF ADVISOR SELECTION

October 31, 2021 (unaudited)

Investment Advisory and Administrative Services Agreement Approval

The 1940 Act requires that a fund’s investment advisory agreements must be approved both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. However, due to the ongoing COVID-19 pandemic the U.S. Securities and Exchange Commission provided exemptive relief from the in-person provisions of Section 15 of the 1940 Act related to the approval certain agreements on March 25, 2020 (“Exemptive Relief”).

The Board, a majority of which is comprised of Independent Trustees, held a meeting on May 10, 2021, in reliance on the Exemptive Order, to consider the combined Amended and Restated Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the Fund. The Board approved the Agreement at that time. In approving the Agreement, the Board determined that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders.

Throughout the year, the Board requested, received and assessed a variety of materials provided by the Investment Adviser and BBH, including, among other things, information about the nature, extent and quality of the services provided and to be provided to the Trust and the Fund by the Investment Adviser and BBH, including investment management and administrative services, the oversight of Fund service providers, marketing, risk oversight, compliance, and the ability to meet applicable legal and regulatory requirements. The Board received and reviewed a comparative fee and expense information for the Fund as compared to similar funds at the meeting held on May 10, 2021. The Board reviewed this report with fund management, the Adviser and counsel to the Trust (“Fund Counsel”).The Board received from, and discussed with, Fund Counsel a memorandum regarding the responsibilities of trustees for the approval of investment advisory agreements under the 1940 Act, as well as the guidance provided in Gartenburg v. Merrill Lynch Asset Management, Inc., which was affirmed in Jones v. Harris Associates, L.P.

In approving the Agreement, the Board considered: (a) the nature, extent and quality of services provided by the Investment Adviser; (b) the advisory fee and the cost of the services to be realized by the Investment Adviser from its relationship with the Fund; (c) the Fund’s costs to investors compared to the costs of comparative funds; (d) the sharing of potential economies of scale; and (e) other factors deemed relevant by the Board. The following is a summary of certain factors the Board considered in making its determination to approve the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel. The Board concluded that the fees to be paid by the Fund to the Investment Adviser were reasonable.

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DISCLOSURE OF ADVISOR SELECTION (continued)

October 31, 2021 (unaudited)

Nature, Extent and Quality of Services

The Board noted that, under the Agreement and with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board further noted that, as a combined investment advisory and administration agreement, the Agreement also contemplates the provision of administrative services by the Investment Adviser to the Fund within the same fee structure. The Board received and considered information during the Meeting, and over the course of the previous year, regarding the nature, extent and quality of services provided to the Trust and those that would be provided to the Fund by the Investment Adviser including: portfolio management, the supervision of operations and compliance, preparation of regulatory filings, disclosures to Fund shareholders, general oversight of service providers, organizing Board meetings and preparing the materials for such Board meetings, assistance to the Board (including the Independent Trustees in their capacity as Trustees), legal and Chief Compliance Officer services for the Trust, and other services necessary for the operation of the Fund. The Board considered the resources of the Investment Adviser and BBH, as a whole, dedicated to the Fund noting that, pursuant to separate agreements, BBH also provides custody and fund accounting services to the Fund. The Board considered the depth and range of services provided pursuant to the Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers.

The Board considered the scope and quality of services provided by the Investment Adviser under the Agreement. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board concluded that, overall, it was satisfied with the nature, extent and quality of the investment advisory and administrative services provided, and expected to be provided, to the Fund pursuant to the Agreement.

Costs of Services Provided

The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board also considered and reviewed the fee waiver arrangement in place for the Fund and considered the actual fee rates after taking into account the fee waiver. The Board noted that they had received and considered information comparing the Fund’s combined investment advisory and administration fee and the Fund’s net operating expenses with those of other comparable mutual funds. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be both reasonable in light of the services rendered and the result of arm’s length negotiations.

financial statements October 31, 2021

25


BBH SELECT SERIES - MID CAP FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

October 31, 2021 (unaudited)

The Board also considered the effect of fall-out benefits to the Investment Adviser and BBH such as the increased visibility of BBH’s investment management business due to the distribution of the Trust’s funds. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. These other benefits include fees received for being the Fund’s custodian and fund accounting agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.

Economies of Scale

The Board also considered the existence of any economies of scale and whether those economies are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board considered the fee schedule for the Fund, including applicable breakpoints. The Board concluded that the fees to be paid by the Fund to the Investment Adviser were reasonable based on the comparative expense information and the cost of the services provided by the Investment Adviser.

26


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST

October 31, 2021 (unaudited)

Description of Potential Material Conflicts of Interest - Investment Adviser

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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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 Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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

financial statements October 31, 2021

27


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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 Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

28


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

financial statements October 31, 2021

29


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds 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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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.

30


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

financial statements October 31, 2021

31


BBH SELECT SERIES - MID CAP FUND


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

In January 2022, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2021. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

32


TRUSTEES AND OFFICERS OF BBH SELECT SERIES - MID CAP FUND


(unaudited)

Information pertaining to the Trustees and executive officers of the Trust as of October 31, 2021 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 Trustee^

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 advisor.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment advisor.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds), Director, Teton Advisers, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018-Present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

financial statements October 31, 2021

33


TRUSTEES AND OFFICERS OF BBH SELECT SERIES - MID CAP 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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

34


TRUSTEES AND OFFICERS OF BBH SELECT SERIES - MID CAP 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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation, April 2015 - March 2020.

financial statements October 31, 2021

35


TRUSTEES AND OFFICERS OF BBH SELECT SERIES - MID CAP 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.

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.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year: 1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since June 2021; joined BBH&Co. in 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP, April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 – April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

36


TRUSTEES AND OFFICERS OF BBH SELECT SERIES - MID CAP FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

October 31, 2021 (unaudited)

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry in order to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of BBH Trust met on March 9, 2021 to review the liquidity risk management program (the “Program”) for the funds of BBH Trust (the “Funds”) pursuant to the Liquidity Rule. The Board has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the Funds, as the Program Administrator for each Fund’s Program. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness of the Program. The Report covered the period from February 1, 2020 through January 31, 2021 (the “Reporting Period”).

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following points.

Liquidity classification. The Report described the Program’s liquidity classification methodology for categorizing the Funds’ investments into one of four liquidity buckets.

Highly Liquid Investment Minimum. The Report noted that one aspect of the Liquidity Rule is a requirement that funds that are expected to have less than 50% of assets classified as other than “highly liquid” should establish a minimum percentage of highly liquid assets that the fund is expected to hold on an on-going basis. The Program Administrator monitors the percentages of assets in each category on an ongoing basis and, given that no Fund has approached the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum as provided for in the Liquidity Rule to any of the Funds.

The Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed whether each Fund’s investment strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets and factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account.

Short-term and long-term cash flow projections during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Program Administrator also took into consideration other factors such as shareholder ownership concentration, applicable distribution channels and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

Holdings of cash and cash equivalents. The Program Administrator considered the degree to which each Fund held cash and cash equivalents as a component of each Fund’s ability to meet redemption requests.

financial statements October 31, 2021

37


TRUSTEES AND OFFICERS OF BBH SELECT SERIES - MID CAP FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

October 31, 2021 (unaudited)

There were no material changes to the Program during the Reporting Period. The Program Administrator has informed the Board that it believes that the Fund’s Program is adequately designed, has been implemented as intended, and has operated effectively since its implementation. No material exceptions have been noted since the implementation of the Program, and there were no liquidity events that impacted the Fund or its ability to meet redemption requests on a timely basis during the Reporting Period.

38


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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

 

 


image provided by client

 

Annual Report

OCTOBER 31, 2021

BBH Partner Fund – International Equity


BBH PARTNER FUND – INTERNATIONAL EQUITY


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

The BBH Partner Fund – International Equity (“the Fund” or “BBH International”) returned 22.38%, net of fees, for the fiscal year ended October 31, 2021. During the same twelve-month period, the Fund’s benchmark, the MSCI Europe, Australasia Far East Index (the “EAFE”) returned 34.18%. From the inception of the Fund through October 31, 2021, the Fund has compounded at an annualized rate of 7.60%, net of fees, while the MSCI EAFE has returned 6.20% per year.

Since Select Equity Group (“SEG”), as sub-adviser, began the management of the Fund’s portfolio on February 24, 2017, the Fund has returned 12.75% (annualized, net of fees), while the MSCI EAFE returned 9.03% (annualized).

For fiscal 2021, the Fund underperformed its benchmark driven by security selection within Consumer Discretionary, an overweight to China, and individual security performance from the following holdings: Worldline SA, Alibaba Group Holding, Nintendo Co Ltd, Clarivate PLC and Fidelity National Information Services. The largest contributors to performance during the same time period include: ASML Holding NV, Constellation Software Inc, Alcon Inc, IHS Markit Ltd, Brookfield Asset Management Inc and strong stock selection in the Industrials sector relative to MSCI EAFE index.

Select Equity Group invests in a concentrated portfolio of predominantly non-U.S. domiciled businesses that are deemed to be “Select Equity pedigree”. The key criteria used to evaluate a company are as follows:

Predictable Growth: SEG typically looks for businesses that are able 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 can achieve this growth in a highly predictable and sustainable manner.

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.

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.

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 will provide an attractive opportunity to invest at what the investment team deems a fair valuation. The Firm has maintained a research-intensive, value-based approach to investing in high-quality businesses.

________________

Portfolio holdings are subject to change.

The Fund seeks to generate attractive returns over time but does not attempt to mirror a benchmark or an index. The composition of the MSCI EAFE Index is materially different than the Fund's holdings.

financial statements october 31, 2021

3


BBH PARTNER FUND – INTERNATIONAL EQUITY


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

Growth of $10,000 Invested in BBH Partner Fund – 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, 2021 as compared to the MSCI EAFE.

image provided by client

The annualized gross expense ratio as in the March 1, 2021 prospectus for Class I shares was 0.69%. 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.

4


BBH PARTNER FUND – INTERNATIONAL EQUITY


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments of BBH Partner Fund – International Equity (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, 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, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, and 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.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

financial statements october 31, 2021

5


BBH PARTNER FUND – INTERNATIONAL EQUITY


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

6


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO ALLOCATION

October 31, 2021

COUNTRY DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Bermuda

$

30,329,916

1.1

%

Canada

321,394,045

11.8

Cayman Islands

112,023,160

4.1

France

216,335,589

8.0

Germany

241,992,454

8.8

Hong Kong

115,032,605

4.2

Ireland

114,707,138

4.3

Japan

208,430,336

7.7

Jersey

178,410,485

6.6

Luxembourg

17,355,029

0.6

Netherlands

193,421,047

7.1

South Korea

2,301,904

0.1

Spain

209,486,259

7.7

Sweden

39,812,798

1.5

Switzerland

182,367,577

6.7

Taiwan

48,779,460

1.8

United Kingdom

180,292,804

6.7

United States

138,916,320

5.1

Registered Investment Companies:

United States

106,700,000

3.9

Warrants:

Switzerland

412,911

0.0

Cash and Other Assets in Excess of Liabilities

59,864,079

2.2

NET ASSETS

$

2,718,365,916

100.0

%

All data as of October 31, 2021. 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 respective security’s country of incorporation.

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

financial statements october 31, 2021

7


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO ALLOCATION (continued)

October 31, 2021

SECTOR DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Communications

$

154,099,583

5.7

%

Consumer Cyclical

216,053,311

8.0

Consumer Non-Cyclical

764,859,600

28.1

Financials

470,132,795

17.3

Industrials

488,584,465

18.0

Technology

457,659,172

16.8

Registered Investment Companies

106,700,000

3.9

Warrants:

Consumer Cyclical

412,911

0.0

Cash and Other Assets in Excess of Liabilities

59,864,079

2.2

NET ASSETS

$

2,718,365,916

100.0

%

All data as of October 31, 2021. 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 PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS

October 31, 2021

Shares/

Units

Value

COMMON STOCK (93.9%)

 

BERMUDA (1.1%)

CONSUMER NON-CYCLICAL

232,022

IHS Markit, Ltd.

$

30,329,916

Total Bermuda

30,329,916

 

CANADA (11.8%)

CONSUMER CYCLICAL

1,040,669

Alimentation Couche-Tard, Inc. (Class B)

38,956,377

FINANCIALS

2,024,790

Brookfield Asset Management, Inc. (Class A)

122,005,007

INDUSTRIALS

1,150,848

Canadian Pacific Railway, Ltd.

88,899,423

TECHNOLOGY

40,784

Constellation Software, Inc.

71,533,238

Total Canada

321,394,045

 

CAYMAN ISLANDS (4.1%)

COMMUNICATIONS

1,463,822

Alibaba Group Holding, Ltd.1

30,290,093

2,080,680

JD.com, Inc. (Class A)1

81,733,067

Total Cayman Islands

112,023,160

 

FRANCE (8.0%)

CONSUMER NON-CYCLICAL

353,185

Worldline S.A.1,2

20,589,620

INDUSTRIALS

949,175

Safran S.A.

127,493,223

128,707

Schneider Electric SE

22,239,641

499,343

Thales S.A.

46,013,105

195,745,969

Total France

216,335,589

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

financial statements october 31, 2021

9


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Shares/

Units

Value

COMMON STOCK (continued)

GERMANY (8.8%)

CONSUMER CYCLICAL

213,772

Adidas AG

$

69,936,892

CONSUMER NON-CYCLICAL

132,691

Merck KGaA

31,298,552

FINANCIALS

219,343

Deutsche Boerse AG

36,377,928

TECHNOLOGY

721,455

SAP SE

104,379,082

Total Germany

241,992,454

 

HONG KONG (4.2%)

FINANCIALS

7,278,260

AIA Group, Ltd.

82,263,121

539,870

Hong Kong Exchanges & Clearing, Ltd.

32,769,484

Total Hong Kong

115,032,605

 

IRELAND (4.3%)

INDUSTRIALS

2,254,742

CRH, Plc.

107,864,654

TECHNOLOGY

19,071

Accenture, Plc. (Class A)

6,842,484

Total Ireland

114,707,138

 

JAPAN (7.7%)

CONSUMER CYCLICAL

6,240

Nintendo Co., Ltd.

2,757,033

CONSUMER NON-CYCLICAL

1,310,782

Shiseido Co., Ltd.

87,260,411

INDUSTRIALS

88,824

Keyence Corp.

53,528,886

TECHNOLOGY

351,915

Obic Co., Ltd.

64,884,006

Total Japan

208,430,336

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

10


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Shares/

Units

Value

COMMON STOCK (continued)

JERSEY (6.6%)

CONSUMER NON-CYCLICAL

2,141,310

Experian, Plc.

$

97,927,693

TECHNOLOGY

3,432,102

Clarivate, Plc.1

80,482,792

Total Jersey

178,410,485

 

LUXEMBOURG (0.6%)

COMMUNICATIONS

59,969

Spotify Technology S.A.1

17,355,029

Total Luxembourg

17,355,029

 

NETHERLANDS (7.1%)

CONSUMER NON-CYCLICAL

20,002

Adyen NV1,2

60,357,348

167,408

Heineken NV

18,552,361

1,280,767

Koninklijke Philips NV

60,285,646

139,195,355

TECHNOLOGY

66,629

ASML Holding NV

54,225,692

Total Netherlands

193,421,047

 

SOUTH KOREA (0.1%)

CONSUMER NON-CYCLICAL

2,306

LG Household & Health Care, Ltd.

2,301,904

Total South Korea

2,301,904

 

SPAIN (7.7%)

CONSUMER CYCLICAL

2,369,608

Industria de Diseno Textil S.A.

85,588,787

CONSUMER NON-CYCLICAL

1,087,542

Amadeus IT Group S.A.1

72,803,376

2,234,060

Grifols S.A.

51,094,096

123,897,472

Total Spain

209,486,259

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

financial statements october 31, 2021

11


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Shares/

Units

Value

COMMON STOCK (continued)

SWEDEN (1.5%)

COMMUNICATIONS

2,259,540

Telefonaktiebolaget LM Ericsson (Class B)

$

24,721,394

INDUSTRIALS

514,930

Assa Abloy AB (Class B)

15,091,404

Total Sweden

39,812,798

 

SWITZERLAND (6.7%)

CONSUMER NON-CYCLICAL

1,374,915

Alcon, Inc.

114,089,224

FINANCIALS

23,369

Partners Group Holding AG

40,824,224

INDUSTRIALS

80,999

Sika AG

27,454,129

Total Switzerland

182,367,577

 

TAIWAN (1.8%)

TECHNOLOGY

429,019

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

48,779,460

Total Taiwan

48,779,460

 

UNITED KINGDOM (6.7%)

CONSUMER NON-CYCLICAL

300,867

Reckitt Benckiser Group, Plc.

24,399,773

FINANCIALS

32,426,953

Melrose Industries, Plc.

69,816,633

4,205,221

Prudential, Plc.

86,076,398

155,893,031

Total United Kingdom

180,292,804

 

UNITED STATES (5.1%)

CONSUMER CYCLICAL

40,373

Lululemon Athletica, Inc.1

18,814,222

CONSUMER NON-CYCLICAL

528,971

PerkinElmer, Inc.

93,569,680

TECHNOLOGY

239,592

Fidelity National Information Services, Inc.

26,532,418

Total United States

138,916,320

Total Common Stock (Cost $2,069,957,108)

2,551,388,926

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

12


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Shares/

Units

Value

REGISTERED INVESTMENT COMPANIES (3.9%)

UNITED STATES (3.9%)

106,700,000

Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio, Institutional Share Class

$

106,700,000

 

Total United States

106,700,000

 

Total Registered Investment Companies (Cost $106,700,000)

106,700,000

 

WARRANTS (0.0%)

SWITZERLAND (0.0%)

573,446

Cie Financiere Richemont S.A., expires 11/22/20231

412,911

 

Total Switzerland

412,911

 

Total Warrants (Cost $–)

412,911

 

TOTAL INVESTMENTS (Cost $2,176,657,108)3

97.8

%

$

2,658,501,837

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

2.2

%

59,864,079

NET ASSETS

100.00

%

$

2,718,365,916

________________

1

Non-income producing security.

2

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, 2021 was $80,946,968 or 3.0% of net assets.

3

The aggregate cost for federal income tax purposes is $2,189,408,566, the aggregate gross unrealized appreciation is $549,566,249 and the aggregate gross unrealized depreciation is $80,472,978, resulting in net unrealized appreciation of $469,093,271.

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

Abbreviation:

ADR – American Depositary Receipt

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

financial statements october 31, 2021

13


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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.

14


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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, 2021

15


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2021.

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, 2021

Common Stock:

Bermuda

$

30,329,916

$

$

$

30,329,916

Canada

321,394,045

321,394,045

Cayman Islands

112,023,160

112,023,160

France

216,335,589

216,335,589

Germany

241,992,454

241,992,454

Hong Kong

115,032,605

115,032,605

Ireland

6,842,484

107,864,654

114,707,138

Japan

208,430,336

208,430,336

Jersey

80,482,792

97,927,693

178,410,485

Luxembourg

17,355,029

17,355,029

Netherlands

193,421,047

193,421,047

South Korea

2,301,904

2,301,904

Spain

209,486,259

209,486,259

Sweden

39,812,798

39,812,798

Switzerland

182,367,577

182,367,577

Taiwan

48,779,460

48,779,460

United Kingdom

180,292,804

180,292,804

United States

138,916,320

138,916,320

Registered Investment Companies:

United States

106,700,000

106,700,000

Warrants:

Switzerland

412,911

412,911

Investments, at value

$

750,800,046

$

1,907,701,791

$

$

2,658,501,837

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

16


BBH PARTNER FUND – INTERNATIONAL EQUITY


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments in securities, at value (Cost $2,176,657,108)

$

2,658,501,837

Cash

54,496,300

Foreign currency at value (Identified cost $182,737)

183,862

Receivables for:

Investments sold

99,252,566

Shares sold

10,330,500

Dividends

4,221,236

Interest

1,801

Prepaid assets

29,940

Total Assets

2,827,018,042

LIABILITIES:

Payables for:

Investments purchased

106,628,579

Investment advisory and administrative fees

1,471,606

Shares redeemed

329,500

Custody and fund accounting fees

149,703

Professional fees

59,281

Transfer agent fees

5,658

Board of Trustees' fees

1,111

Accrued expenses and other liabilities

6,688

Total Liabilities

108,652,126

NET ASSETS

$

2,718,365,916

Net Assets Consist of:

Paid-in capital

$

1,942,398,303

Retained earnings

775,967,613

Net Assets

$

2,718,365,916

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS I SHARES

($2,718,365,916 ÷ 128,860,831 shares outstanding)

$

21.10

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

financial statements october 31, 2021

17


BBH PARTNER FUND – INTERNATIONAL EQUITY


STATEMENT OF OPERATIONS

For the year ended October 31, 2021

NET INVESTMENT INCOME:

Income:

Dividends (net of foreign withholding taxes of $2,680,858)

$

33,871,639

Interest income

27,964

Other income

61

Total Income

33,899,664

Expenses:

Investment advisory and administrative fees

16,492,950

Custody and fund accounting fees

576,392

Board of Trustees’ fees

73,196

Professional fees

68,141

Transfer agent fees

33,896

Miscellaneous expenses

92,361

Total Expenses

17,336,936

Net Investment Income

16,562,728

NET REALIZED AND UNREALIZED GAIN:

Net realized gain on investments in securities

313,486,094

Net realized loss on foreign exchange transactions and translations

(119,972

)

Net realized gain on investments in securities and foreign exchange transactions and translations

313,366,122

Net change in unrealized appreciation/(depreciation) on investments in securities

127,959,503

Net change in unrealized appreciation/(depreciation) on foreign currency translations

(83,985

)

Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations

127,875,518

Net Realized and Unrealized Gain

441,241,640

Net Increase in Net Assets Resulting from Operations

$

457,804,368

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

18


BBH PARTNER FUND – INTERNATIONAL EQUITY


STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31,

2021

2020

INCREASE IN NET ASSETS:

Operations:

Net investment income

$

16,562,728

$

4,202,779

Net realized gain on investments in securities and foreign exchange transactions and translations

313,366,122

44,517,984

Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations

127,875,518

156,313,921

Net increase in net assets resulting from operations

457,804,368

205,034,684

Dividends and distributions declared:

Class I

(64,592,022

)

(30,519,179

)

Share transactions:

Proceeds from sales of shares

459,117,145

310,598,256

Net asset value of shares issued to shareholders for reinvestment of dividends and distributions

2,021,437

1,103,760

Cost of shares redeemed

(165,132,495

)

(247,264,351

)

Net increase in net assets resulting from share transactions

296,006,087

64,437,665

Total increase in net assets

689,218,433

238,953,170

NET ASSETS:

Beginning of year

2,029,147,483

1,790,194,313

End of year

$

2,718,365,916

$

2,029,147,483

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

financial statements october 31, 2021

19


BBH PARTNER FUND – INTERNATIONAL EQUITY


FINANCIAL HIGHLIGHTS

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

For the years ended October 31,

2021

2020

2019

2018

2017*

Net asset value, beginning of year

$

17.73

$

16.15

$

14.90

$

16.75

$

14.46

Income from investment operations:

Net investment income1

0.14

0.04

0.10

0.18

0.14

Net realized and unrealized gain (loss)

3.79

1.81

2.19

(0.83

)

2.47

Total income (loss) from investment operations

3.93

1.85

2.29

(0.65

)

2.61

Less dividends and distributions:

From net investment income

(0.04

)

(0.09

)

(0.16

)

(0.10

)

(0.32

)

From net realized gains

(0.52

)

(0.18

)

(0.88

)

(1.10

)

Total dividends and distributions

(0.56

)

(0.27

)

(1.04

)

(1.20

)

(0.32

)

Short-term redemption fees1

0.00

2

Net asset value, end of year

$

21.10

$

17.73

$

16.15

$

14.90

$

16.75

Total return3

22.38

%

11.59

%

16.92

%

(4.12

)%

18.51

%

Ratios/Supplemental data:

Net assets, end of year (in millions)

$

2,718

$

2,029

$

1,790

$

1,506

$

1,426

Ratio of expenses to average net assets before reductions

0.68

%

0.69

%

0.71

%

0.68

%

0.74

%

Expense offset arrangement

%

%

(0.01

)%

(0.03

)%

(0.01

)%

Ratio of expenses to average net assets after reductions

0.68

%

0.69

%

0.70

%

0.65

%

0.73

%

Ratio of net investment income to average net assets

0.65

%

0.22

%

0.66

%

1.15

%

0.91

%

Portfolio turnover rate

86

%

77

%

135

%

124

%

130

%

____________

*

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

Assumes the reinvestment of distributions.

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

20


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS

October 31, 2021

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 and currently offers one class of shares, Class I. The investment objective of the Fund is to provide investors with long-term maximization of total return, primarily through capital appreciation. As of October 31, 2021, there were nine 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 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, 2021

21


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 generally apportioned among each fund in the Trust on a net assets basis or other suitable method. 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, 2021, 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 on foreign exchange transactions and translations 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 net realized gains and losses on foreign denominated securities is reflected in the net realized gain or loss on investments in securities and foreign exchange transactions and 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. The effect of changes in foreign exchange rates on net unrealized appreciation or depreciation on foreign denominated securities is reflected in net change in unrealized appreciation or depreciation on investments in securities and foreign currency translations within the Statement of Operations.

F.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, under SEC Regulations for open-end investment

22


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

companies, 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.

G.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 in the Statement of Assets and Liabilities and as an expense in the Statement of Operations.

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 between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and 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, 2021, 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, 2021, the Fund did not incur any such interest or penalties. The Fund is subject to

financial statements october 31, 2021

23


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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.

H.Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders, if any, are paid annually 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 and distributions in the amount of $64,592,022 to Class I shares during the year ended October 31, 2021. 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, 2021 and 2020, respectively, were as follows:

Distributions paid from:

Ordinary

income

Net

long-term

capital gain

Total

taxable

distributions

Tax return

of capital

Total

distributions

paid

2021

$

37,710,191

$

26,881,831

$

64,592,022

$

$

64,592,022

2020:

9,900,534

20,618,645

30,519,179

30,519,179

As of October 31, 2021 and 2020, respectively, the components of retained earnings/(accumulated deficit) were as follows:

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$114,801,126

$192,022,872

$

$(12,751,458

)

$481,895,073

$775,967,613

2020:

37,703,687

26,880,257

(22,135,724

)

354,019,555

396,467,775

The Fund did not have a net capital loss carryforward at October 31, 2021.

The Fund is permitted to carryforward capital losses 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.

24


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

To the extent future capital gains are offset by capital loss carryforwards, if any, 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, portfolio management and administrative services to the Fund. BBH employs a “manager-of-managers” investment approach, whereby it allocates the Fund’s assets to the Fund’s sub-adviser, currently Select Equity Group, L.P. (“Select Equity Group” or the “Sub-adviser”). The Sub-adviser is responsible for investing the assets of the Fund and the Investment Adviser oversees the Sub-adviser and evaluates its performance results. 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 billion of average daily net assets and 0.60% per annum on all average daily net assets over $3 billion. The Investment Adviser pays its Sub-adviser a percentage from its investment advisory and administrative fees. For the year ended October 31, 2021, the Fund incurred $16,492,950 for services under the Agreement.

B.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, 2021, the Fund incurred $576,392 in custody and fund accounting fees. As per agreement with the Fund’s custodian, the Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned by the Fund for the year ended October 31, 2021 was $27,964. This amount is included in “Interest income” in the Statement of Operations. 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, 2021, was $217. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

financial statements october 31, 2021

25


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

C.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, 2021, the Fund incurred $73,196 in independent Trustee compensation and expense reimbursements.

D.Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

4.Investment Transactions. For the year ended October 31, 2021, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $2,250,254,180 and $2,085,478,058, respectively.

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. Transactions in Class I shares were as follows:

For the year ended

October 31, 2021

For the year ended

October 31, 2020

Shares

Dollars

Shares

Dollars

Class I

Shares sold

22,233,203

$

459,117,145

19,197,875

$

310,598,256

Shares issued in connection with reinvestments of dividends

101,682

2,021,437

66,491

1,103,760

Shares redeemed

(7,930,765

)

(165,132,495

)

(15,676,766

)

(247,264,351

)

Net increase

14,404,120

$

296,006,087

3,587,600

$

64,437,665

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- 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. Natural disasters, the spread of infectious illness and other public health emergencies, recession, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse effects on world economies and markets generally (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

26


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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.

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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.

financial statements october 31, 2021

27


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

7.Subsequent Events. BBH&Co. ("BBH"), the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH’s Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

28


BBH PARTNER FUND – INTERNATIONAL EQUITY


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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, 2021 to October 31, 2021).

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, 2021

29


BBH PARTNER FUND – INTERNATIONAL EQUITY


DISCLOSURE OF FUND EXPENSES (continued)

October 31, 2021 (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, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Class I

Actual

$

1,000

$

999

$

3.44

Hypothetical2

$

1,000

$

1,022

$

3.48

____________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.68% 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.

30


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST

October 31, 2021 (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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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 Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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

financial statements October 31, 2021

31


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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 Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

32


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds for its discretionary

financial statements October 31, 2021

33


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

34


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST (continued)

October 31, 2021 (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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

financial statements October 31, 2021

35


BBH PARTNER FUND – INTERNATIONAL EQUITY


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

The Fund hereby designates $26,881,831 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 $37,710,191 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the year ended October 31, 2021. In January 2022, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2021. 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

$32,634,182

$2,683,975

36


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY


(unaudited)

Information pertaining to the Trustees and executive officers of the Trust as of October 31, 2021 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 Trustee^

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.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment adviser.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds); Director of Teton Advisors, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018-present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

financial statements October 31, 2021

37


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY


(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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

38


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY


(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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation, April 2015 - March 2020.

financial statements October 31, 2021

39


TRUSTEES AND OFFICERS OF BBH PARTNER FUND – INTERNATIONAL EQUITY


(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. in 2014.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year: 1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since 2021; joined BBH&Co. in 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP, April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 – April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

40


BBH PARTNER FUND – INTERNATIONAL EQUITY


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

October 31, 2021 (unaudited)

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry in order to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of BBH Trust met on March 9, 2021 to review the liquidity risk management program (the “Program”) for the funds of BBH Trust (the “Funds”) pursuant to the Liquidity Rule. The Board has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the Funds, as the Program Administrator for each Fund’s Program. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness of the Program. The Report covered the period from February 1, 2020 through January 31, 2021 (the “Reporting Period”).

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following points.

Liquidity classification. The Report described the Program’s liquidity classification methodology for categorizing the Funds’ investments into one of four liquidity buckets.

Highly Liquid Investment Minimum. The Report noted that one aspect of the Liquidity Rule is a requirement that funds that are expected to have less than 50% of assets classified as other than “highly liquid” should establish a minimum percentage of highly liquid assets that the fund is expected to hold on an on-going basis. The Program Administrator monitors the percentages of assets in each category on an ongoing basis and, given that no Fund has approached the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum as provided for in the Liquidity Rule to any of the Funds.

The Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed whether each Fund’s investment strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets and factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account.

Short-term and long-term cash flow projections during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Program Administrator also took into consideration other factors such as shareholder ownership concentration, applicable distribution channels and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

Holdings of cash and cash equivalents. The Program Administrator considered the degree to which each Fund held cash and cash equivalents as a component of each Fund’s ability to meet redemption requests.

financial statements October 31, 2021

41


BBH PARTNER FUND – INTERNATIONAL EQUITY


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

October 31, 2021 (unaudited)

There were no material changes to the Program during the Reporting Period. The Program Administrator has informed the Board that it believes that the Fund’s Program is adequately designed, has been implemented as intended, and has operated effectively since its implementation. No material exceptions have been noted since the implementation of the Program, and there were no liquidity events that impacted the Fund or its ability to meet redemption requests on a timely basis during the Reporting Period.

42


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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

 

 


image provided by client

 

Annual Report

OCTOBER 31, 2021

BBH Limited Duration Fund


BBH LIMITED DURATION FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

Intermediate-term corporate indexes eked out paltry gains, as risk spreads compressed and credit-related performance just offset the impact of rising rates. This created an accommodative environment for active fixed income strategies to outperform market indexes. We are proud to report that the BBH Limited Duration Fund gained 2.46% during its fiscal year (I Shares), exceeding the -0.26% return of the Bloomberg U.S. 1-3 Year Treasury Index and ranking in the 6th percentile out of 242 funds of its competitive Morningstar Ultrashort Bond fund peer group.*

Longer-term interest rates spiked and credit risk spreads narrowed substantially during the first few months of the fiscal year when markets were still recovering from the depths of the COVID-19 pandemic. Increased optimism over the advent of vaccinations returned investors to risk-taking instruments. Following those initial large moves in the fall and winter, the optimism dampened, but Investment-grade and high-yield credit spreads eventually narrowed to levels not seen since the 1990s.

Our highly selective and valuation-focused approach made it increasingly challenging to source new opportunities in mainstream bond sectors in this market. The Fund’s spread duration, a risk measure of how sensitive the portfolio value is to changes in “credit spreads” (the additional yield on credit instruments over a comparable-maturity Treasury), declined in tandem with the reduction of attractive opportunities. The Fund’s spread duration was 2.0 years at the start of the fiscal year and reached a low of 1.6 years on August 31, 2021.

Despite the challenging environment, we were able to identify and invest in many credits that were durable, were fundamentally sound, and offered appealing compensation for the Fund. Those credits tended to reside in less traditional segments of the fixed income market, such as nontraditional asset-backed securities** (ABS), business development company debt, and corporate loans. One shared characteristic among these opportunities is they have relatively short duration profiles (including lower “spread duration”, as discussed above). The Fund’s allocation to, and selection within, these segments were notable contributors to performance results over the past year.

Heavy issuance was a distinguishing feature of the past 12 months, as the lower rate environment combined with increased investor appetite for yield to fuel record levels of issuance in several market sectors, including corporate bonds, loans, mortgage- and asset-backed securities, and commercial mortgage-backed securities. Issuance in all sectors was met with remarkable demand, with many deals being oversubscribed at their prevailing yields. We maintained our valuation and fundamental research disciplines and participated in issuances only when the yields offered were adequate and our research revealed the issue to be durable – able to perform through a variety of macroeconomic and industry environments. This credit and valuation discipline may seem less necessary in a period of strong growth and tight spread levels, but our experience suggests such discipline is rewarded when market risks re-emerge. It is unfortunately difficult to predict when and how risks events will manifest.

________________

*

Morningstar rankings are based on risk-adjusted returns.

**

Traditional ABS include prime auto backed loans, credit cards and student loans (FFELP). Non-traditional ABS include ABS backed by other collateral types.

financial statements october 31, 2021

3


BBH LIMITED DURATION FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

The Fund’s overall duration profile was managed in a range of 0.8 – 1.0 year over the past year. This exposure reflects our investments in short-dated bonds and credit opportunities coupled with purchases or sales of Treasury futures to gain or reduce exposures to various points of the yield curve. The Fund’s short duration profile accordingly detracted modestly from results, as short-term rates rose from their historic lows at the start of the fiscal year.

As we look forward, we balance an opportunistic mindset with the proper caution required in a low yield and risk spread environment. The Federal Reserve plans to curb new purchases of Treasuries and agency mortgage-backed securities. The macroeconomic environment may challenge fixed income returns in the near-term. The fed funds futures market predicts the Federal Reserve will raise policy rates three times in 2022 (by 0.25% in each occurrence). Inflationary pressures continue, and while the high levels of recent inflation data may be transitory, near-term inflation may settle at levels higher than what prevailed pre-pandemic. Treasury Inflation-Protected Securities (TIPS) are valued with breakeven inflation rates – the inflation rates that would need to prevail so their yields would equal those of traditional, nominal Treasury securities – of 2.5% – 3.0% at various maturities over the next ten years. Forward-looking forecasts of various inflation indexes estimate annual inflation rates of 2.0% - 2.5% over the next three to four years. With the 2-year Treasury offered at 0.50%, the 10-year Treasury offered at 1.55%, and the average yield of investment-grade corporate bonds at 2.22%, either: current yields rise to offer compensation for inflation or estimates of forward-looking inflation are too high.

We believe the Limited Duration Fund is positioned well to perform amidst these risks. The portfolio’s credit composition emphasizes instruments with relatively short duration profiles that are less trafficked by bond market participants and offer higher yields. We believe these positions allow the Fund to enhance income versus cash alternatives while remaining defensive in the face of more-hawkish policies from the Fed. The Fund’s duration was 0.91 years, offering investors a prudent way of taking modestly more interest rate risk than cash alternatives to earn higher yields while maintaining a positive return over a six-month horizon. Further, the short duration profile allows cash flows to be reinvested rapidly if rates rise, mitigating the overall effects of rising rates on the portfolio. The Fund’s spread duration stood at 1.7 years. This level is lower than where it stood during the depths of pandemic when valuations rewarded increased risk taking, reflecting prudent credit positioning in a thinner value environment.

4


BBH LIMITED DURATION FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

image provided by client

The markets appear to be at a delicate balance where yields have stabilized and spreads are at decades-long lows. Macroeconomic risks linger, and the most profound risks may be unidentified by the markets right now. We are confident that our approach and process will allow us to adapt to changes, capitalize on opportunities, and perform through a variety of environments. Thank you for the trust placed in BBH, and we look forward to engaging with you in 2022 and beyond.

________________

The BBH Limited Duration Fund was ranked against the following numbers of U.S.-domiciled Ultrashort Bond category funds over the following time periods ending 10/31/2021: 242 funds in the last year, 213 funds in the last three years, 176 funds in the last five years and 88 funds in the last ten years. Class I ranked in the 6th percentile, 4th percentile, 5th percentile and 6th percentile, for the one, three-, five- and ten-year periods respectively. Class N ranked in the 7th percentile, 5th percentile, 5th percentile and 7th percentile, for the one, three-, five- and ten-year periods respectively. Past performance does not guarantee future results.

Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

financial statements october 31, 2021

5


BBH LIMITED DURATION FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

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, 2021 as compared to the BCTSY.

image provided by client

The annualized gross expense ratios as in the March 1, 2021 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 Reference Benchmark is an unmanaged weighted index comprised as follows: 40% Bloomberg Barclays Short-Term Corporate Index; 40% Bloomberg Barclays US Aggregate ABS Index; and 20% Bloomberg Barclays US Treasury Bills Index. The indexes are not available for direct investment. The Fund does not measure its performance success nor alter its construction in relation to any particular benchmark or index.

Bloomberg® and the Bloomberg indexes are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the index (collectively, “Bloomberg”) and have been licensed for use for certain purposes by Brown Brothers Harriman & Co (BBH). Bloomberg is not affiliated with BBH, and Bloomberg does not approve, endorse, review, or recommend the BBH strategies. Bloomberg does not guarantee the timeliness, accurateness, or completeness of any data or information relating to the fund.

6


BBH LIMITED DURATION FUND


REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Limited Duration Fund (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, 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, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, and 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.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

financial statements october 31, 2021

7


BBH LIMITED DURATION FUND


REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM (continued)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

8


BBH LIMITED DURATION FUND


PORTFOLIO ALLOCATION

October 31, 2021

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

Asset Backed Securities

$

1,864,495,684

15.4

%

Commercial Mortgage Backed Securities

374,017,088

3.1

Corporate Bonds

5,107,494,928

42.2

Exchange-Traded Funds

421,224,000

3.5

Loan Participations and Assignments

1,389,970,476

11.5

Municipal Bonds

154,117,171

1.3

Residential Mortgage Backed Securities

88,474,651

0.7

U.S. Government Agency Obligations

238,770,338

2.0

U.S. Treasury Bills

2,572,813,306

21.2

Liabilities in Excess of Other Assets

(113,648,101

)

(0.9

)

NET ASSETS

$

12,097,729,541

100.0

%

All data as of October 31, 2021. The Fund’s sector diversification is expressed as a percentage of net assets and may vary over time.

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

financial statements october 31, 2021

9


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (15.4%)

$

14,535,273

AIM Aviation Finance, Ltd. 2015-1A1

02/15/40

4.213

%

$

12,344,444

28,830,000

AmeriCredit Automobile Receivables Trust 2021-2

11/18/24

0.260

28,823,225

3,146,535

Amur Equipment Finance Receivables VI LLC 2018-2A1

07/20/22

3.890

3,170,982

7,097,174

Amur Equipment Finance Receivables VII LLC 2019-1A1

06/20/24

2.630

7,178,577

11,767,474

Bankers Healthcare Group Securitization Trust 2020-A1

09/17/31

2.560

11,917,168

10,305,430

BCC Funding Corp. XVI LLC 2019-1A1

08/20/24

2.460

10,407,575

14,333,644

Business Jet Securities LLC 2020-1A1

11/15/35

2.981

14,410,094

44,170,000

California Street CLO IX LP 2012-9A (3-Month USD-LIBOR + 1.100%)1,2

07/16/32

1.181

44,168,704

22,591,546

Capital Automotive LLC 2017-1A1

04/15/47

3.870

22,616,139

20,638,275

CARS-DB4 LP 2020-1A1

02/15/50

3.190

20,915,938

23,745,152

CF Hippolyta LLC 2020-11

07/15/60

1.690

23,744,504

20,452,503

CFMT LLC 2021-HB51,2,3

02/25/31

0.801

20,442,436

12,327,224

Chesapeake Funding II LLC 2019-1A1

04/15/31

2.940

12,444,465

21,831,951

Chesapeake Funding II LLC 2020-1A1

08/16/32

0.870

21,903,278

13,210,560

Chesterfield Financial Holdings LLC 2014-1A1,4

12/15/34

4.500

13,239,070

9,390,996

CIG Auto Receivables Trust 2020-1A1

10/12/23

0.680

9,397,718

18,960,000

Credit Acceptance Auto Loan Trust 2019-3A1

11/15/28

2.380

19,196,966

57,480,000

Credit Acceptance Auto Loan Trust 2020-3A1

10/15/29

1.240

57,737,464

50,169,982

Dell Equipment Finance Trust 2019-21

10/22/24

1.910

50,497,266

29,900,000

Donlen Fleet Lease Funding 2 LLC 2021-21

12/11/34

0.560

29,895,428

13,408,659

Drive Auto Receivables Trust 2021-1

12/15/23

0.360

13,412,393

17,180,000

Dryden 93 CLO Ltd. 2021-93A (3-Month USD-LIBOR + 1.080%)1,2

01/15/34

1.212

17,180,000

5,114,927

ECAF I, Ltd. 2015-1A1

06/15/40

3.473

4,936,150

17,170,000

Elm Trust 2020-3A1

08/20/29

2.954

17,048,896

4,609,438

Enterprise Fleet Financing LLC 2019-11

10/20/24

2.980

4,629,741

17,954,552

Enterprise Fleet Financing LLC 2019-21

02/20/25

2.290

18,139,761

1,455,326

Exeter Automobile Receivables Trust 2021-1A

06/15/23

0.300

1,455,330

11,169,647

FCI Funding LLC 2021-1A1

04/15/33

1.130

11,143,580

20,537,445

FNA LLC 2019-14

12/10/31

3.000

20,615,487

9,750,000

Foursight Capital Automobile Receivables Trust 2021-21

04/15/25

0.400

9,744,192

1,084,614

FREED ABS Trust 2020-FP11

03/18/27

2.520

1,086,196

13,300,000

FREED ABS Trust 2021-3FP1

11/20/28

0.620

13,297,899

25,225,321

Global SC Finance VII Srl 2020-1A1

10/17/40

2.170

25,307,137

26,207,782

Global SC Finance VII Srl 2020-2A1

11/19/40

2.260

26,364,550

50,750,000

Golub Capital Partners ABS Funding 2019-1 Ltd. 2021-2A1

10/20/29

2.953

50,750,000

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

10


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (continued)

$

21,000,000

HTS Fund I LLC 2021-11

08/25/36

1.411

%

$

20,887,320

28,190,000

Lendmark Funding Trust 2019-1A1

12/20/27

3.000

28,607,178

21,710,000

Lendmark Funding Trust 2019-2A1

04/20/28

2.780

22,095,075

37,214,241

Madison Park Funding X, Ltd. 2012-10A (3-Month USD-LIBOR + 1.010%)1,2

01/20/29

1.142

37,214,212

40,030,000

Madison Park Funding XXV, Ltd. 2017-25A (3-Month USD-LIBOR + 0.970%)1,2

04/25/29

1.094

40,049,891

12,620,000

Mariner Finance Issuance Trust 2019-AA1

07/20/32

2.960

12,823,769

16,460,000

Mariner Finance Issuance Trust 2020-AA1

08/21/34

2.190

16,708,062

27,346,419

Nationstar HECM Loan Trust 2020-1A1,2,3

09/25/30

1.269

27,406,100

27,120,000

Navistar Financial Dealer Note Master Trust 2020-1 (1-Month USD-LIBOR + 0.950%)1,2

07/25/25

1.039

27,248,324

2,543,949

New Mexico Educational Assistance Foundation 2013-1 (1-Month USD-LIBOR + 0.700%)2

01/02/25

0.782

2,544,430

40,570,000

New Residential Advance Receivables Trust Advance Receivables Backed 2020-T11

08/15/53

1.426

40,409,903

3,354,549

Newtek Small Business Loan Trust 2016-1A (1-Month USD-LIBOR + 3.000%)1,2

02/25/42

3.089

3,359,979

21,800,000

NextGear Floorplan Master Owner Trust 2019-1A1

02/15/24

3.210

21,979,536

17,140,000

NextGear Floorplan Master Owner Trust 2019-2A1

10/15/24

2.070

17,399,817

30,640,000

NextGear Floorplan Master Owner Trust 2020-1A1

02/15/25

1.550

31,019,718

1,649,544

NMEF Funding LLC 2019-A1

08/17/26

2.730

1,653,078

24,700,000

NRZ Advance Receivables Trust 2015-ON1 2020-T21

09/15/53

1.475

24,715,803

10,200,000

NRZ Advance Receivables Trust 2015-ON1 2020-T31

10/15/52

1.317

10,197,046

21,250,000

OnDeck Asset Securitization Trust III LLC 2021-1A1

05/17/27

1.590

21,161,179

8,464,459

OneMain Financial Issuance Trust 2019-1A1

02/14/31

3.480

8,473,112

26,430,000

Oportun Funding XIII LLC 2019-A1

08/08/25

3.080

26,807,016

56,210,000

Oportun Issuance Trust 2021-C1

10/08/31

2.180

56,203,491

21,200,000

OSCAR US Funding Trust XIII LLC 2021-2A1

08/12/24

0.390

21,149,465

19,195,058

OSCAR US Funding Trust XII LLC 2021-1A1

03/11/24

0.400

19,100,732

20,000,000

Palmer Square Loan Funding, Ltd. 2019-3A (3-Month USD-LIBOR + 1.600%)1,2

08/20/27

1.731

20,004,336

15,000,000

Palmer Square Loan Funding, Ltd. 2019-4A (3-Month USD-LIBOR + 1.600%)1,2

10/24/27

1.724

15,002,986

19,490,000

Parliament Clo II, Ltd. 2021-2A (3-Month USD-LIBOR + 1.350%)1,2

08/20/32

1.482

19,488,933

15,458,889

Pawnee Equipment Receivables Series LLC 2019-11

10/15/24

2.290

15,581,297

16,427,569

Pawnee Equipment Receivables Series LLC 2020-11

11/17/25

1.370

16,505,626

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

financial statements october 31, 2021

11


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (continued)

$

18,200,000

PFS Financing Corp. 2019-A1

04/15/24

2.860

%

$

18,413,400

27,650,000

PFS Financing Corp. 2019-C1

10/15/24

2.230

28,124,809

23,070,000

PFS Financing Corp. 2020-F1

08/15/24

0.930

23,170,004

18,070,000

Regional Management Issuance Trust 2020-11

10/15/30

2.340

18,297,496

27,400,000

Republic Finance Issuance Trust 2019-A1

11/22/27

3.430

27,485,439

16,470,000

Republic Finance Issuance Trust 2020-A1

11/20/30

2.470

16,769,299

23,087,618

Santander Drive Auto Receivables Trust 2020-3

07/15/24

0.520

23,087,817

19,410,889

Santander Drive Auto Receivables Trust 2021-2

04/15/24

0.280

19,417,120

65,000,000

Santander Drive Auto Receivables Trust 2021-4

08/15/24

0.370

64,988,690

34,490,000

Santander Revolving Auto Loan Trust 2019-A1

01/26/32

2.510

35,885,838

5,630,134

SCF Equipment Leasing LLC 2019-2A1

06/20/24

2.220

5,653,122

10,849,599

Shenton Aircraft Investment I, Ltd. 2015-1A1

10/15/42

4.750

10,475,958

50,438,133

Stack Infrastructure Issuer LLC 2019-1A1

02/25/44

4.540

52,621,846

19,160,000

Stack Infrastructure Issuer LLC 2020-1A1

08/25/45

1.893

19,098,652

27,996,299

SWC Funding LLC 2018-1A1,4

08/15/33

4.750

27,756,005

50,790,000

Symphony CLO XXI, Ltd. 2019-21A (3-Month USD-LIBOR + 1.060%)1,2

07/15/32

1.184

50,728,940

2,601,935

Veros Automobile Receivables Trust 2020-11

09/15/23

1.670

2,604,902

43,645,640

Westlake Automobile Receivables Trust 2020-3A1

05/15/24

0.560

43,684,467

32,090,948

Westlake Automobile Receivables Trust 2021-1A1

10/15/24

0.390

32,088,955

47,730,000

Westlake Automobile Receivables Trust 2021-2A1

04/15/25

0.320

47,717,027

1,067,978

WRG Debt Funding II LLC 2017-11,4

03/15/26

4.458

1,065,731

Total Asset Backed Securities

    (Cost $1,858,516,602)

1,864,495,684

 

COMMERCIAL MORTGAGE BACKED

   SECURITIES (3.1%)

26,807,000

BB-UBS Trust 2012-TFT1,2,3

06/05/30

3.678

25,025,672

13,031,276

BX Commercial Mortgage Trust 2019-XL (1-Month USD-LIBOR + 0.920%)1,2

10/15/36

1.010

13,035,293

25,084,425

BX Trust 2019-RP (1-Month USD-LIBOR + 1.045%)1,2

06/15/34

1.135

25,021,466

39,480,000

BXMT, Ltd. 2020-FL2 (30-Day SOFR + 1.014%)1,2

02/15/38

1.064

39,404,988

20,990,000

BXMT, Ltd. 2020-FL3 (30-Day SOFR + 1.514%)1,2

03/15/37

1.564

21,010,490

17,250,000

BXMT, Ltd. 2021-FL4 (1-Month USD-LIBOR + 1.050%)1,2

05/15/38

1.136

17,236,200

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

12


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

COMMERCIAL MORTGAGE BACKED SECURITIES (continued)

$

31,329,000

CG-CCRE Commercial Mortgage Trust 2014-FL2 (1-Month USD-LIBOR + 2.900%)1,2

11/15/31

2.990

%

$

25,977,694

9,690,000

Commercial Mortgage Pass Through Certificates 2013-GAM1,2,3

02/10/28

3.417

9,402,541

19,337,720

HPLY Trust 2019-HIT (1-Month USD-LIBOR + 1.000%)1,2

11/15/36

1.090

19,326,063

18,040,000

MED Trust 2021-MDLN (1-Month USD-LIBOR + 0.950%)1,2

11/15/38

1.050

18,040,000

33,690,000

MHC Commercial Mortgage Trust 2021-MHC (1-Month USD-LIBOR + 0.801%)1,2

04/15/38

0.892

33,700,427

32,615,000

Morgan Stanley Capital I Trust 2017-CLS (1-Month USD-LIBOR + 0.700%)1,2

11/15/34

0.790

32,595,170

28,602,573

PFP, Ltd. 2021-7 (1-Month USD-LIBOR + 0.850%)1,2

04/14/38

0.940

28,374,610

24,260,000

STWD, Ltd. 2019-FL1 (30-Day SOFR + 1.194%)1,2

07/15/38

1.244

24,221,184

41,657,788

TPG Real Estate Finance Issuer, Ltd. 2018-FL2 (1-Month USD-LIBOR + 1.130%)1,2

11/15/37

1.216

41,645,290

Total Commercial Mortgage Backed Securities

    (Cost $381,672,892)

374,017,088

 

CORPORATE BONDS (42.2%)

AUTO MANUFACTURERS (1.3%)

20,585,000

Daimler Finance North America LLC1

02/22/22

3.400

20,777,068

82,838,000

General Motors Financial Co., Inc.

01/14/22

3.450

83,132,923

15,132,000

General Motors Financial Co., Inc.

04/10/22

3.450

15,259,322

30,805,000

General Motors Financial Co., Inc.

06/30/22

3.150

31,267,740

7,750,000

General Motors Financial Co., Inc.

07/08/22

3.550

7,908,718

158,345,771

BANKS (13.9%)

14,895,000

ANZ New Zealand Int'l, Ltd., London Branch1

03/19/24

3.400

15,766,459

19,435,000

ASB Bank, Ltd.1

06/14/23

3.750

20,420,080

34,375,000

Australia & New Zealand Banking Group, Ltd.

05/19/22

2.625

34,810,465

35,542,000

Bank of America Corp. (3-Month USD-LIBOR + 1.160%)2

01/20/23

3.124

35,748,075

78,697,000

Bank of America Corp. (3-Month USD-LIBOR + 0.930%)2

07/21/23

2.816

79,922,027

23,531,000

Bank of Montreal

03/26/22

2.900

23,769,934

54,710,000

Bank of New Zealand1

02/20/24

3.500

57,810,053

85,200,000

Bank of Nova Scotia

03/07/22

2.700

85,891,916

32,500,000

Bank of Nova Scotia (SOFR + 0.380%)2

07/31/24

0.430

32,544,525

26,935,000

BNP Paribas S.A.1

05/23/22

2.950

27,311,861

14,660,000

BNZ International Funding, Ltd., London Branch1

03/01/23

3.375

15,207,639

19,610,000

Canadian Imperial Bank of Commerce (SOFR + 0.800%)2

03/17/23

0.849

19,748,171

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

financial statements october 31, 2021

13


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

BANKS (continued)

$

12,895,000

Canadian Imperial Bank of Commerce

06/22/23

0.450

%

$

12,847,782

60,560,000

Canadian Imperial Bank of Commerce

09/13/23

3.500

63,867,222

16,860,000

Canadian Imperial Bank of Commerce

10/18/24

1.000

16,788,514

33,260,000

Citigroup, Inc.

12/08/21

2.900

33,275,171

39,239,000

Citigroup, Inc.

10/27/22

2.700

40,030,881

40,893,000

Citigroup, Inc. (3-Month USD-LIBOR + 0.950%)2

07/24/23

2.876

41,555,728

33,540,000

Commonwealth Bank of Australia (SOFR + 0.400%)1,2

07/07/25

0.449

33,598,024

23,400,000

DNB Bank ASA1

12/02/22

2.150

23,846,532

65,000,000

DNB Bank ASA (1-Year CMT Index + 0.330%)1,2

09/30/25

0.856

64,543,558

10,635,000

Fifth Third Bancorp

01/25/24

3.650

11,250,103

31,800,000

Goldman Sachs Group, Inc.

01/27/23

0.481

31,713,347

16,845,000

Goldman Sachs Group, Inc.

03/08/23

0.523

16,814,067

50,978,000

Goldman Sachs Group, Inc. (3-Month USD-LIBOR + 0.990%)2

07/24/23

2.905

51,786,670

26,887,000

HSBC Holdings, Plc.

03/30/22

4.000

27,294,948

29,665,000

HSBC Holdings, Plc. (SOFR + 0.534%)2

08/17/24

0.732

29,536,837

33,350,000

HSBC Holdings, Plc. (SOFR + 1.929%)2

06/04/26

2.099

33,764,186

62,235,000

JPMorgan Chase & Co. (SOFR + 0.580%)2

03/16/24

0.697

62,247,873

33,270,000

JPMorgan Chase & Co. (SOFR + 1.585%)2

03/13/26

2.005

33,904,607

19,761,000

Lloyds Banking Group, Plc.

01/11/22

3.000

19,862,062

33,923,000

Lloyds Banking Group, Plc.

03/12/24

3.900

36,195,962

24,769,000

Mitsubishi UFJ Financial Group, Inc.

02/22/22

2.998

24,971,405

48,955,000

Mitsubishi UFJ Financial Group, Inc.

03/07/22

3.218

49,433,461

39,660,000

Mitsubishi UFJ Financial Group, Inc.

07/17/25

1.412

39,575,770

105,556,000

Morgan Stanley

05/19/22

2.750

106,927,703

24,842,000

Santander Holdings USA, Inc.

03/28/22

3.700

25,080,957

16,070,000

Santander Holdings USA, Inc.

06/07/24

3.500

16,968,034

23,890,000

Skandinaviska Enskilda Banken AB1

09/09/24

0.650

23,643,455

47,680,000

Svenska Handelsbanken AB

11/20/23

3.900

50,855,503

61,285,000

Truist Bank

03/09/23

1.250

61,888,652

21,430,000

Truist Financial Corp.

12/06/23

3.750

22,706,370

42,990,000

US Bancorp (5-Year CMT Index + 2.541%)2,5

3.700

42,820,189

22,470,000

US Bancorp

05/12/25

1.450

22,686,481

13,500,000

US Bank NA

05/23/22

2.650

13,654,213

22,790,000

Wells Fargo & Co. (SOFR + 1.600%)2

06/02/24

1.654

23,118,847

19,370,000

Wells Fargo & Co. (SOFR + 2.000%)2

04/30/26

2.188

19,795,787

1,677,802,106

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

14


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

BIOTECHNOLOGY (0.9%)

$

59,774,000

Amgen, Inc.

05/11/22

2.650

%

$

60,391,623

18,240,000

Amgen, Inc.

05/15/22

3.625

18,380,061

25,120,000

Gilead Sciences, Inc.

09/29/23

0.750

25,067,286

103,838,970

COMPUTERS (0.1%)

17,250,000

Dell International LLC / EMC Corp.

06/15/23

5.450

18,369,366

 

DIVERSIFIED FINANCIAL SERVICES (4.8%)

11,426,000

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

09/15/23

4.500

12,116,011

47,945,000

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

02/15/24

3.150

49,810,393

21,450,000

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

10/29/24

1.750

21,467,981

69,908,000

Air Lease Corp.

01/15/22

3.500

70,323,233

23,208,000

Air Lease Corp.

02/01/22

3.750

23,261,859

37,385,000

Alliance Data Systems Corp.1

12/15/24

4.750

38,244,587

103,504,000

American Express Co.

08/01/22

2.500

104,901,784

32,260,000

Aviation Capital Group LLC1

01/20/22

2.875

32,361,423

33,230,000

Aviation Capital Group LLC1

12/15/24

5.500

36,887,365

33,535,000

Avolon Holdings Funding, Ltd.1

01/15/26

5.500

37,568,822

46,600,000

Blackstone Private Credit Fund1

09/15/24

1.750

46,167,185

16,045,000

Capital One Financial Corp.

05/11/23

2.600

16,491,147

14,430,000

Credit Acceptance Corp.1

12/31/24

5.125

14,754,675

2,785,000

Credit Acceptance Corp.

03/15/26

6.625

2,899,881

48,895,000

Drawbridge Special Opportunities Fund LP1

02/15/26

3.875

50,212,298

25,095,000

Strategic Credit Opportunities Partners LLC

04/01/26

4.250

25,509,695

582,978,339

ELECTRIC (3.5%)

74,190,000

Alexander Funding Trust1

11/15/23

1.841

75,355,315

33,445,000

Dominion Energy, Inc.

03/15/25

3.300

35,519,813

39,340,000

Duke Energy Corp. (SOFR + 0.250%)2

06/10/23

0.299

39,346,252

61,690,000

Edison International (5-Year CMT Index + 4.698%)2,5

5.375

63,694,925

12,750,000

Edison International

03/15/23

2.950

13,012,346

18,525,000

Exelon Generation Co. LLC

06/01/25

3.250

19,579,666

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

financial statements october 31, 2021

15


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

ELECTRIC (continued)

$

25,345,000

New York State Electric & Gas Corp.

05/01/23

5.750

%

$

27,191,236

42,459,000

NextEra Energy Capital Holdings, Inc.

04/01/22

2.900

42,897,065

42,385,000

NextEra Energy Capital Holdings, Inc.

03/01/23

0.650

42,432,665

24,425,000

Southern California Edison Co. (SOFR + 0.350%)2

06/13/22

0.399

24,435,537

36,892,000

Vistra Operations Co. LLC1

09/01/26

5.500

37,987,692

421,452,512

HEALTHCARE-PRODUCTS (0.5%)

28,015,000

Thermo Fisher Scientific, Inc.

10/18/23

0.797

28,024,035

33,970,000

Zimmer Biomet Holdings, Inc.

04/01/22

3.150

34,194,283

62,218,318

HEALTHCARE-SERVICES (0.5%)

60,630,000

Sutter Health

08/15/25

1.321

60,399,491

 

INSURANCE (4.2%)

24,310,000

Athene Global Funding1

01/25/22

4.000

24,515,016

20,325,000

Athene Global Funding1

07/01/22

3.000

20,638,673

16,760,000

Athene Global Funding1

01/08/24

0.950

16,745,239

18,000,000

Athene Global Funding1

01/14/25

2.500

18,556,828

14,345,000

Athene Global Funding1

06/29/25

2.550

14,836,541

47,588,000

Enstar Group, Ltd.

03/10/22

4.500

48,099,718

35,000,000

F&G Global Funding1

09/20/24

0.900

34,666,935

50,000,000

GA Global Funding Trust (SOFR + 0.500%)1,2

09/13/24

0.550

50,216,294

37,190,000

Marsh & McLennan Cos, Inc.

01/30/22

2.750

37,331,047

44,790,000

Met Tower Global Funding1

09/14/26

1.250

44,139,654

74,165,000

Northwestern Mutual Global Funding1

03/25/24

0.600

73,667,118

19,330,000

Pacific Life Global Funding II1

06/24/25

1.200

19,239,237

29,855,000

Protective Life Global Funding1

07/05/24

0.781

29,631,981

37,290,000

Sirius International Group, Ltd.1

11/01/26

4.600

38,618,456

31,750,000

United Insurance Holdings Corp.

12/15/27

6.250

33,334,797

504,237,534

INTERNET (0.2%)

19,060,000

Expedia Group, Inc.

12/15/23

3.600

20,047,844

 

INVESTMENT COMPANIES (5.2%)

56,908,000

Ares Capital Corp.

01/19/22

3.625

57,130,885

33,512,000

Ares Capital Corp.

02/10/23

3.500

34,539,258

17,695,000

BlackRock TCP Capital Corp.

03/01/22

4.625

17,871,950

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

16


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

INVESTMENT COMPANIES (continued)

$

41,185,000

BlackRock TCP Capital Corp.

08/23/24

3.900

%

$

43,384,326

24,645,000

Blackstone Secured Lending Fund

07/14/23

3.650

25,626,590

19,925,000

Blackstone Secured Lending Fund

01/15/26

3.625

20,837,603

35,855,000

Business Development Corp. of America1

12/30/22

4.750

36,890,794

18,375,000

Business Development Corp. of America1

12/15/24

4.850

19,626,327

26,475,000

Business Development Corp. of America

03/30/26

3.250

26,559,360

31,955,000

FS KKR Capital Corp.

07/15/24

4.625

34,158,454

24,150,000

FS KKR Capital Corp.

02/01/25

4.125

25,504,624

42,821,000

FS KKR Capital Corp.1

02/14/25

4.250

45,067,927

39,855,000

Golub Capital BDC, Inc.

04/15/24

3.375

41,291,019

49,650,000

Main Street Capital Corp.

05/01/24

5.200

53,618,022

33,980,000

Main Street Capital Corp.

07/14/26

3.000

34,296,267

31,201,000

Owl Rock Capital Corp.

04/15/24

5.250

33,742,914

10,000,000

Owl Rock Capital Corp.

03/30/25

4.000

10,487,222

27,070,000

Owl Rock Capital Corp. II1

11/26/24

4.625

28,738,741

20,015,000

Owl Rock Technology Finance Corp.1

12/15/25

4.750

21,630,973

17,345,000

PennantPark Investment Corp.

11/01/26

4.000

17,261,169

628,264,425

MACHINERY CONSTRUCTION & MINING (0.2%)

24,145,000

Caterpillar Financial Services Corp.

07/07/23

0.650

24,198,290

 

MACHINERY-DIVERSIFIED (0.1%)

17,865,000

John Deere Capital Corp.

01/10/22

3.200

17,964,511

 

MEDIA (0.4%)

49,392,000

Charter Communications Operating LLC / Charter Communications Operating Capital

07/23/22

4.464

50,397,547

 

OIL & GAS (1.1%)

35,498,000

Apache Corp.

11/15/25

4.625

38,266,489

61,645,000

Occidental Petroleum Corp.

08/15/22

2.700

62,415,563

17,822,000

Ovintiv Exploration, Inc.

07/01/24

5.625

19,622,905

10,072,000

Woodside Finance, Ltd.1

09/15/26

3.700

10,808,062

131,113,019

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

financial statements october 31, 2021

17


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

PHARMACEUTICALS (0.7%)

$

28,971,000

AbbVie, Inc.

03/15/22

3.450

%

$

29,149,332

20,446,000

AbbVie, Inc.

10/01/22

3.250

20,802,752

32,890,000

AbbVie, Inc.

11/21/22

2.300

33,459,665

83,411,749

PIPELINES (1.2%)

78,564,000

Energy Transfer LP

02/01/22

5.200

78,564,000

42,750,000

EnLink Midstream Partners, LP

06/01/25

4.150

44,625,870

24,865,000

Northriver Midstream Finance LP Term B11

02/15/26

5.625

25,673,113

148,862,983

REAL ESTATE INVESTMENT TRUSTS (0.4%)

23,540,000

HAT Holdings I LLC / HAT Holdings II LLC1

06/15/26

3.375

23,334,025

19,215,000

Scentre Group Trust 1 / Scentre Group Trust 21

01/28/26

3.625

20,622,021

43,956,046

RETAIL (0.1%)

11,000,000

Nordstrom, Inc.

04/08/24

2.300

11,053,900

 

SEMICONDUCTORS (0.3%)

33,545,000

ams AG1

07/31/25

7.000

35,515,769

 

SOFTWARE (1.5%)

104,097,000

Oracle Corp.

05/15/22

2.500

104,928,236

72,910,000

VMware, Inc.

08/21/22

2.950

74,132,329

179,060,565

TELECOMMUNICATIONS (0.8%)

100,479,000

AT&T, Inc.

06/30/22

3.000

101,665,834

 

TRANSPORTATION (0.3%)

41,623,000

Union Pacific Corp.

07/15/22

4.163

42,340,039

 

Total Corporate Bonds

    (Cost $5,028,763,982)

5,107,494,928

 

EXCHANGE-TRADED FUNDS (3.5%)

4,950,000

iShares 1-5 Year Investment Grade Corporate Bond ETF

268,785,000

4,900,000

SPDR Portfolio Short Term Corporate Bond ETF

152,439,000

Total Exchange-Traded Funds

    (Cost $425,467,000)

421,224,000

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

18


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

LOAN PARTICIPATIONS AND

   ASSIGNMENTS (11.5%)

$

36,085,000

AAdvantage Loyality IP, Ltd. (3-Month USD-LIBOR + 4.750%)2

04/20/28

5.500

%

$

37,562,320

21,931,314

Allen Media LLC (Entertainment Studios) (3-Month USD-LIBOR + 5.500%)2

02/10/27

5.632

21,913,111

47,291,088

Asplundh Tree Expert LLC (1-Month USD-LIBOR + 1.750%)2

09/07/27

1.837

47,048,012

12,000,000

Avantor Funding, Inc. Term B5 (3-Month USD-LIBOR + 2.250%)2

11/08/27

2.750

11,990,040

20,775,495

Avolon TLB Borrower 1 (US) LLC Term B3 (1-Month USD-LIBOR + 1.750%)2

01/15/25

2.500

20,744,747

14,887,500

Avolon TLB Borrower 1 (US) LLC Term B5 (1-Month USD-LIBOR + 2.250%)2

12/01/27

2.750

14,898,666

56,503,132

Axalta Coating Systems Dutch Holding B BV (Axalta Coating Systems U.S. Holdings, Inc.) Term B3 (3-Month USD-LIBOR + 1.750%)2

06/01/24

1.882

56,361,874

10,892,596

BCP Renaissance Parent LLC (3-Month USD-LIBOR + 3.500%)2

10/31/24

4.500

10,851,749

139,659,618

Boeing Co. (3-Month USD-LIBOR + 1.250%)2

02/07/22

1.366

139,436,163

36,341,206

Buckeye Partners LP Term B1 (1-Month USD-LIBOR + 2.250%)2

11/01/26

2.334

36,155,139

36,546,488

Charter Communications Operating LLC (CCo. Safari LLC) Term B1 (1-Month USD-LIBOR + 1.750%)2

04/30/25

1.840

36,491,668

24,491,572

Clarios Global LP (1-Month USD-LIBOR + 3.250%)2

04/30/26

3.337

24,328,213

36,682,945

Clean Harbors, Inc. (3-Month USD-LIBOR + 1.750%)2

06/28/24

1.837

36,672,673

10,000,000

Clean Harbors, Inc. (1-Month USD-LIBOR + 2.000%)2

10/08/28

2.087

9,993,800

24,975,000

DaVita, Inc. Term A (1-Month USD-LIBOR + 1.500%)2

08/12/24

1.587

24,787,688

16,411,006

Dell International LLC Term B2 (1-Month USD-LIBOR + 1.750%)2

09/19/25

2.000

16,398,370

25,891,030

Delos Finance S.a r.l. (3-Month USD-LIBOR + 1.750%)2.

10/06/23

1.882

25,854,524

38,650,623

Eastern Power LLC (TPF II LC, LLC) (3-Month USD-LIBOR + 3.750%)2

10/02/25

4.750

34,193,819

48,378,981

Elanco Animal Health, Inc. (1-Month USD-LIBOR + 1.750%)2

08/01/27

1.832

47,946,956

2,562,217

EnLink Midstream Partners, LP (1-Month USD-LIBOR + 1.500%)2

12/10/21

1.586

2,555,812

3,990,000

HCA, Inc. Term B (1-Month USD-LIBOR + 1.750%)2

06/30/28

1.837

4,009,950

4,846,602

Icon Plc. (3-Month USD-LIBOR + 2.500%)2

07/03/28

3.000

4,846,069

19,452,498

Icon Plc. (3-Month USD-LIBOR + 2.500%)2

07/03/28

3.000

19,450,358

33,913,415

Iridium Satellite LLC Term B2 (1-Month USD-LIBOR + 2.500%)2

11/04/26

3.250

33,934,781

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

financial statements october 31, 2021

19


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

LOAN PARTICIPATIONS AND

   ASSIGNMENTS (continued)

$

36,962,363

Jazz Pharmaceuticals, Inc. (1-Month USD-LIBOR + 3.500%)2

05/05/28

4.000

%

$

37,008,565

52,745,719

Lumen Technologies, Inc. Term A (1-Month USD-LIBOR + 2.000%)2

01/31/25

2.087

52,416,058

22,876,096

Lumen Technologies, Inc. Term B (1-Month USD-LIBOR + 2.250%)2

03/15/27

2.337

22,571,158

36,785,000

MPH Acquisition Holdings LLC (3-Month USD-LIBOR + 4.250%)2

09/01/28

4.750

35,834,843

38,805,737

NorthRiver Midstream Finance LP Term B (3-Month USD-LIBOR + 3.250%)2

10/01/25

3.382

38,713,767

27,325,000

NVA Holdings, Inc. Term A3 (1-Month USD-LIBOR + 1.750%)2

02/20/23

1.875

27,188,375

28,196,803

NVA Holdings, Inc. Term A5 (1-Month USD-LIBOR + 2.000%)2

02/19/25

2.125

27,632,867

53,610,638

Organon & Co. (3-Month USD-LIBOR + 3.000%)2

06/02/28

3.500

53,711,426

23,003,125

Owens-Illinois Group, Inc. (1-Month USD-LIBOR + 1.500%)2

06/25/24

1.587

22,830,602

56,715,000

PPD, Inc. (1-Month USD-LIBOR + 2.000%)2

01/13/28

2.500

56,582,287

7,549,364

RPI Intermediate Finance Trust Term B1 (1-Month USD-LIBOR + 1.750%)2

02/11/27

1.837

7,522,941

45,000,000

SkyMiles IP, Ltd. (3-Month USD-LIBOR + 3.750%)2

10/20/27

4.750

47,899,800

13,881,043

SS&C Technologies Holdings, Inc. Term B3 (1-Month USD-LIBOR + 1.750%)2

04/16/25

1.837

13,727,797

9,775,789

SS&C Technologies Holdings, Inc. Term B4 (1-Month USD-LIBOR + 1.750%)2

04/16/25

1.837

9,667,865

8,160,113

SS&C Technologies Holdings, Inc. Term B5 (1-Month USD-LIBOR + 1.750%)2

04/16/25

1.837

8,056,076

17,580,338

UGI Energy Services LLC (1-Month USD-LIBOR + 3.750%)2

08/13/26

3.837

17,635,364

48,381,875

United AirLines, Inc. Term B (3-Month USD-LIBOR + 3.750%)2

04/21/28

4.500

49,029,708

20,998,381

Vistra Operations Co. LLC (Tex Operations Co. LLC) (1-Month USD-LIBOR + 1.750%)2

12/31/25

1.840

20,788,397

40,338,824

Wyndham Hotels & Resorts, Inc. Term B (1-Month USD-LIBOR + 1.750%)2

05/30/25

1.837

40,041,930

62,963,781

Wynn Resorts, Ltd. Term A (1-Month USD-LIBOR + 1.750%)2

09/20/24

1.840

61,704,505

20,938,603

Zebra Buyer LLC (3-Month USD-LIBOR + 3.250%)2

04/21/28

3.750

20,979,643

Total Loan Participations and Assignments

    (Cost $1,391,156,699)

1,389,970,476

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

20


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (1.3%)

$

110,000

Indiana Health & Educational Facilities Financing Authority, Revenue Bonds2,3

11/15/31

1.750

%

$

110,000

7,070,000

Indiana Health & Educational Facilities Financing Authority, Revenue Bonds2,3

11/15/31

1.750

7,070,000

10,100,000

New Jersey Turnpike Authority, Revenue Bonds (1-Month USD-LIBOR + 0.700%)2

01/01/24

0.758

10,191,292

14,775,000

Texas Municipal Gas Acquisition & Supply Corp. I, Revenue Bonds

12/15/26

6.250

17,087,806

119,055,000

Texas Municipal Gas Acquisition & Supply Corp. II, Revenue Bonds (3-Month USD-LIBOR + 0.690%)2

09/15/27

0.767

119,658,073

Total Municipal Bonds

    (Cost $152,425,297)

154,117,171

 

RESIDENTIAL MORTGAGE BACKED

   SECURITIES (0.7%)

25,058,730

Cascade Funding Mortgage Trust 2019-RM31,2,3

06/25/69

2.800

25,252,900

5,872,208

Pepper Residential Securities Trust No. 23A (1-Month USD-LIBOR + 0.950%)1,2

08/18/60

1.036

5,786,237

3,521,790

Pepper Residential Securities Trust No. 24A (1-Month USD-LIBOR + 0.900%)1,2

11/18/60

0.986

3,530,701

13,236,373

RESIMAC Premier 2019-2A (1-Month USD-LIBOR + 0.950%)1,2

02/10/51

1.034

13,043,889

12,706,762

RESIMAC Premier 2020-1A (1-Month USD-LIBOR + 1.050%)1,2

02/07/52

1.136

12,754,561

16,817,296

RESIMAC Premier 2021-1A (1-Month USD-LIBOR + 0.700%)1,2

07/10/52

0.784

16,801,890

11,445,920

RMF Proprietary Issuance Trust 2019-11,2,3

10/25/63

2.750

11,304,473

Total Residential Mortgage Backed

   Securities (Cost $88,568,422)

88,474,651

 

U.S. GOVERNMENT AGENCY OBLIGATIONS (2.0%)

25,622,000

Federal Farm Credit Banks Funding Corp.

08/25/25

0.610

25,291,639

46,000,000

Federal Home Loan Mortgage Corp.

05/19/23

0.250

45,913,119

50,168,000

Federal Home Loan Mortgage Corp.

10/27/25

0.600

49,199,402

36,490,000

Federal Home Loan Mortgage Corp.

10/27/25

0.625

35,815,049

45,500,000

Federal Home Loan Mortgage Corp.

11/12/25

0.600

44,861,639

29,040,000

Federal Home Loan Mortgage Corp.

11/25/25

0.625

28,665,337

30,617

Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (1-Year USD-LIBOR + 1.761%)2

04/01/36

2.118

31,821

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

financial statements october 31, 2021

21


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

U.S. GOVERNMENT AGENCY OBLIGATIONS (continued)

$

13,568

Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (6-Month USD-LIBOR + 1.740%)2

12/01/36

1.990

%

$

13,651

17,065

Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (1-Year USD-LIBOR + 1.745%)2

01/01/37

2.120

17,234

3,646,697

Federal National Mortgage Association (FNMA)

07/01/35

5.000

4,157,761

229,452

Federal National Mortgage Association (FNMA)

11/01/35

5.500

267,995

29,946

Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.992%)2

07/01/36

2.242

31,919

61,863

Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.722%)2

09/01/36

1.972

65,330

27,298

Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.754%)2

01/01/37

2.129

27,696

213,479

Federal National Mortgage Association (FNMA)

08/01/37

5.500

248,610

2,548,593

Federal National Mortgage Association (FNMA)

08/01/37

5.500

2,947,755

1,046,482

Federal National Mortgage Association (FNMA)

06/01/40

6.500

1,207,873

6,306

Government National Mortgage Association (GNMA) (1-Year CMT Index + 1.500%)2

08/20/29

1.625

6,508

Total U.S. Government Agency Obligations

    (Cost $241,082,885)

238,770,338

 

U.S. TREASURY BILLS (21.2%)

500,000

U.S. Treasury Bill6

11/04/21

0.000

499,998

198,000,000

U.S. Treasury Bill6

11/12/21

0.000

197,998,274

210,500,000

U.S. Treasury Bill6

11/18/21

0.000

210,498,020

268,000,000

U.S. Treasury Bill6

11/26/21

0.000

267,993,417

210,000,000

U.S. Treasury Bill6

12/16/21

0.000

209,991,516

138,000,000

U.S. Treasury Bill6

12/30/21

0.000

137,980,775

185,500,000

U.S. Treasury Bill6

01/06/22

0.000

185,476,987

182,250,000

U.S. Treasury Bill6

01/13/22

0.000

182,227,026

173,050,000

U.S. Treasury Bill6

02/03/22

0.000

173,024,582

138,750,000

U.S. Treasury Bill6

02/10/22

0.000

138,728,589

120,600,000

U.S. Treasury Bill6

02/17/22

0.000

120,580,553

198,750,000

U.S. Treasury Bill6

03/10/22

0.000

198,707,269

153,000,000

U.S. Treasury Bill6

03/24/22

0.000

152,963,939

138,250,000

U.S. Treasury Bill6

04/07/22

0.000

138,215,332

203,000,000

U.S. Treasury Bill6

04/14/22

0.000

202,943,357

55,000,000

U.S. Treasury Bill6,7

04/21/22

0.000

54,983,672

Total U.S. Treasury Bills

    (Cost $2,572,887,684)

2,572,813,306

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

22


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Interest Rate

Value

TOTAL INVESTMENTS (Cost $12,140,541,463)8

100.9

%

$

12,211,377,642

LIABILITIES IN EXCESS OF OTHER ASSETS

(0.9)

%

(113,648,101

)

NET ASSETS

100.0

%

$

12,097,729,541

____________

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, 2021 was $3,478,486,746 or 28.8% of net assets.

2

Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2021 coupon or interest rate.

3

This variable rate security is based on a predetermined schedule and the rate at period end also represents the reference rate at period end.

4

Security that used significant unobservable inputs to determine fair value.

5

Security is perpetual in nature and has no stated maturity date.

6

Security issued with zero coupon. Income is recognized through accretion of discount.

7

All or a portion of this security is held at the broker as collateral for open futures contracts.

8

The aggregate cost of investments (including derivatives, if any) for federal income tax purposes is $12,150,124,522, the aggregate gross unrealized appreciation is $113,038,375 and the aggregate gross unrealized depreciation is $42,202,511, resulting in net unrealized appreciation of $70,835,864.

 

Abbreviations:

CMT – Constant Maturity Treasury.

FHLMC – Federal Home Loan Mortgage Corporation.

FNMA – Federal National Mortgage Association.

GNMA – Government National Mortgage Association.

LIBOR – London Interbank Offered Rate.

SOFR – Secured Overnight Financing Rate.

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

financial statements october 31, 2021

23


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

FINANCIAL FUTURES CONTRACTS

The following futures contracts were open at October 31, 2021:

Number

Unrealized

of

Expiration

Notional

Market

Gain /

Description

Contracts

Date

Amount

Value

(Loss)

Contracts to Sell:

U.S. Treasury 2-Year Notes

900

December 2021

$198,171,137

$197,325,000

$

846,137

U.S. Treasury 5-Year Notes

4,400

December 2021

543,989,107

535,700,000

8,289,107

U.S. Treasury 10-Year Notes

160

December 2021

21,360,000

20,912,500

447,500

$

9,582,744

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.

24


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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 asset backed securities 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, 2021

25


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2021.

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, 2021

Asset Backed Securities

$

$

1,801,819,391

$

62,676,293

$

1,864,495,684

Commercial Mortgage Backed Securities

374,017,088

374,017,088

Corporate Bonds

5,107,494,928

5,107,494,928

Exchange-Traded Funds

421,224,000

421,224,000

Loan Participations and Assignments

1,389,970,476

1,389,970,476

Municipal Bonds

154,117,171

154,117,171

Residential Mortgage Backed Securities

88,474,651

88,474,651

U.S. Government Agency Obligations

238,770,338

238,770,338

U.S. Treasury Bills

2,572,813,306

2,572,813,306

Total Investment, at value .

$

421,224,000

$

11,727,477,349

$

62,676,293

$

12,211,377,642

Other Financial Instruments, at value

Financial Futures Contracts

$

9,582,744

$

$

$

9,582,744

Other Financial Instruments, at value.

$

9,582,744

$

$

$

9,582,744

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

26


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

The following is a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining fair value during the year ended October 31, 2021:

Asset Backed

Securities

Loan

Participations

and Assignments

Total

Balance as of October 31, 2020

$

71,714,438

$

29,455,128

$

101,169,566

Purchases

Sales / Paydowns

(22,363,356

)

(27,512,570

)

(49,875,926

)

Realized gains (losses)

1,377

35,321

36,698

Change in unrealized appreciation (depreciation)

36,624

555,207

591,831

Amortization

48,140

22,725

70,865

Transfers from Level 3

(2,555,811

)

(2,555,811

)

Transfers to Level 3

13,239,070

13,239,070

Balance as of October 31, 2021

$

62,676,293

$

$

62,676,293

The Fund’s investments classified as Level 3 were either single broker quoted or 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.

financial statements october 31, 2021

27


BBH LIMITED DURATION FUND


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments in securities, at value (Cost $12,140,541,463)

$

12,211,377,642

Cash

2,776,777

Cash collateral for futures contracts

100,000

Receivables for:

Interest

45,439,882

Shares sold

8,352,117

Investment advisory and administrative fee waiver reimbursement

85,485

Investments sold

18,132

Other

1,022,173

Prepaid assets

79,380

Total Assets

12,269,251,588

LIABILITIES:

Payables for:

Investments purchased

158,841,429

Shares redeemed

8,360,653

Investment advisory and administrative fees

2,579,436

Dividends declared

1,146,157

Custody and fund accounting fees

261,362

Shareholder servicing fees

111,427

Futures variation margin on open contracts

102,672

Professional fees

86,275

Transfer agent fees

13,226

Board of Trustees' fees

1,111

Accrued expenses and other liabilities

18,299

Total Liabilities

171,522,047

NET ASSETS

$

12,097,729,541

Net Assets Consist of:

Paid-in capital

$

12,082,507,669

Retained earnings

15,221,872

Net Assets

$

12,097,729,541

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS N SHARES

($655,707,480 ÷ 63,514,076 shares outstanding)

$10.32

CLASS I SHARES

($11,442,022,061 ÷ 1,108,888,145 shares outstanding)

$10.32

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

28


BBH LIMITED DURATION FUND


STATEMENT OF OPERATIONS

For the year ended October 31, 2021

NET INVESTMENT INCOME:

Income:

Dividends

$

4,205,311

Interest income

177,480,149

Other income

1,631,545

Total Income

183,317,005

Expenses:

Investment advisory and administrative fees

25,619,922

Shareholder servicing fees

1,101,833

Custody and fund accounting fees

976,379

Board of Trustees' fees

119,301

Professional fees

93,915

Transfer agent fees

74,199

Miscellaneous expenses

480,172

Total Expenses

28,465,721

Investment advisory and administrative fee waiver

(746,522

)

Net Expenses

27,719,199

Net Investment Income

155,597,806

NET REALIZED AND UNREALIZED GAIN:

Net realized loss on investments in securities

(13,302,188

)

Net realized gain on futures contracts

7,539,469

Net realized loss on investments in securities and futures contracts

(5,762,719

)

Net change in unrealized appreciation/(depreciation) on investments in securities

63,310,214

Net change in unrealized appreciation/(depreciation) on futures contracts

7,561,819

Net change in unrealized appreciation/(depreciation) on investments in securities and futures contracts

70,872,033

Net Realized and Unrealized Gain

65,109,314

Net Increase in Net Assets Resulting from Operations

$

220,707,120

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

financial statements october 31, 2021

29


BBH LIMITED DURATION FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31,

2021

2020

INCREASE IN NET ASSETS:

Operations:

Net investment income

$

155,597,806

$

176,679,793

Net realized gain (loss) on investments in securities and futures contracts

(5,762,719

)

4,229,221

Net change in unrealized appreciation/(depreciation) on investments in securities and futures contracts

70,872,033

(54,311,352

)

Net increase in net assets resulting from operations

220,707,120

126,597,662

Dividends and distributions declared:

Class N

(8,039,596

)

(9,638,723

)

Class I

(145,689,084

)

(166,935,856

)

Total dividends and distributions declared

(153,728,680

)

(176,574,579

)

Share transactions:

Proceeds from sales of shares1

7,111,674,362

4,159,732,686

Net asset value of shares issued to shareholders for reinvestment of dividends and distributions

32,811,791

37,126,855

Cost of shares redeemed1

(3,185,266,679

)

(3,215,918,972

)

Net increase in net assets resulting from share transactions

3,959,219,474

980,940,569

Total increase in net assets

4,026,197,914

930,963,652

NET ASSETS:

Beginning of year

8,071,531,627

7,140,567,975

End of year

$

12,097,729,541

$

8,071,531,627

________________

1

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

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

30


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,

2021

2020

2019

2018

2017

Net asset value, beginning of year

$

10.23

$

10.26

$

10.15

$

10.19

$

10.13

Income from investment operations:

Net investment income1

0.15

0.24

0.30

0.26

0.21

Net realized and unrealized gain (loss)

0.09

(0.03

)

0.11

(0.06

)

0.05

Total income from investment operations

0.24

0.21

0.41

0.20

0.26

Less dividends and distributions:

From net investment income

(0.15

)

(0.24

)

(0.30

)

(0.24

)

(0.20

)

Total dividends and distributions

(0.15

)

(0.24

)

(0.30

)

(0.24

)

(0.20

)

Net asset value, end of year

$

10.32

$

10.23

$

10.26

$

10.15

$

10.19

Total return2

2.38

%

2.06

%

4.14

%

2.03

%

2.64

%

Ratios/Supplemental data:

Net assets, end of year

   (in millions)

$

656

$

461

$

371

$

275

$

72

Ratio of expenses to average net assets before reductions

0.49

%

0.49

%

0.51

%

0.50

%

0.67

%

Fee waiver

(0.14

)%3

(0.14

)%3

(0.16

)%3

(0.15

)%3

(0.27

)%3

Expense offset arrangement

0.00

%

0.00

%

(0.00

)%4

(0.00

)%4

(0.00

)%4

Ratio of expenses to average net assets after reductions

0.35

%

0.35

%

0.35

%

0.35

%

0.40

%

Ratio of net investment income to average net assets

1.48

%

2.32

%

2.98

%

2.52

%

2.05

%

Portfolio turnover rate

34

%

51

%

53

%

48

%

52

%

____________

1

Calculated using average shares outstanding for the year.

2

Assumes the reinvestment of distributions.

3

The ratio of expenses to average net assets for the years ended October 31, 2021, 2020, 2019, 2018 and 2017, reflect fees reduced as result of contractual operating expense limitation of the share class. Prior to March 24, 2017, the expense limitation of the share class was 0.48%. Following March 24, 2017, the expense limitation was changed to 0.35%. 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, 2021, 2020, 2019, 2018 and 2017, the waived fees were $746,522, $595,975, $538,703, $242,627 and $132,560, respectively.

4

Less than 0.01%.

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

financial statements october 31, 2021

31


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,

2021

2020

2019

2018

2017

Net asset value, beginning of year

$

10.23

$

10.25

$

10.15

$

10.19

$

10.13

Income from investment operations:

Net investment income1

0.16

0.24

0.31

0.25

0.22

Net realized and unrealized gain (loss)

0.09

(0.02

)

0.10

(0.04

)

0.06

Total income from investment operations

0.25

0.22

0.41

0.21

0.28

Less dividends and distributions:

From net investment income

(0.16

)

(0.24

)

(0.31

)

(0.25

)

(0.22

)

Total dividends and distributions

(0.16

)

(0.24

)

(0.31

)

(0.25

)

(0.22

)

Net asset value, end of year

$

10.32

$

10.23

$

10.25

$

10.15

$

10.19

Total return2

2.46

%

2.24

%

4.12

%

2.11

%

2.77

%

Ratios/Supplemental data:

Net assets, end of year

   (in millions)

$

11,442

$

7,610

$

6,769

$

6,000

$

6,346

Ratio of expenses to average net assets before reductions

0.27

%

0.27

%

0.28

%

0.27

%

0.28

%

Expense offset arrangement

0.00

%

0.00

%

(0.00

)%3

(0.00

)%3

(0.00

)%3

Ratio of expenses to average net assets after reductions

0.27

%

0.27

%

0.28

%

0.27

%

0.28

%

Ratio of net investment income to average net assets

1.55

%

2.40

%

3.04

%

2.47

%

2.17

%

Portfolio turnover rate

34

%

51

%

53

%

48

%

52

%

____________

1

Calculated using average shares outstanding for the year.

2

Assumes the reinvestment of distributions.

3

Less than 0.01%.

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

32


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS

October 31, 2021

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 operation on December 22, 2000 and offers two share classes, Class N and Class I. Neither Class N shares nor Class I shares automatically convert to any other share class of the Fund. The investment objective of the Fund is to provide maximum total return, consistent with preservation of capital and prudent investment management. As of October 31, 2021, there were nine 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. Futures 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.

financial statements october 31, 2021

33


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 generally apportioned among each fund in the Trust on a net assets basis or other suitable method. 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 economically 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, 2021, are listed in the Portfolio of Investments.

For the year ended October 31, 2021, the average monthly notional amount of open futures contracts was $1,124,481,281. The range of monthly notional amounts was $763,520,244 to $1,332,100,072.

34


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

Fair Values of Derivative Instruments as of October 31, 2021

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 futures contracts

$

9,582,744

*

Net unrealized

appreciation/(depreciation)

on futures contracts

$

Total

$

9,582,744

$

____________________

*

Includes cumulative appreciation/(depreciation) of futures contracts as reported in the Statement of Assets and Liabilities and Notes to Financial Statements. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

Effect of Derivative Instruments on the Statement of Operations

Interest Rate Risk

Net Realized Gain/(Loss) on Derivatives

Futures Contracts

$

7,539,469

Net Change in Unrealized Appreciation/(Depreciation) on Derivatives

Futures Contracts

$

7,561,819

E.Private Placement 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 or the requirements stated in Regulation S of the 1933 Act ("Private Placement Securities"). A Private Placement Security may be considered illiquid and therefore, under SEC Regulations for open-end investment companies, 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 Private Placement Securities has been delegated to the investment adviser. All relevant factors will be considered in determining the liquidity of Private Placement Securities and all investments in Private Placement Securities will be carefully monitored. Information regarding Private Placement Securities is included at the end of the Portfolio of Investments.

financial statements october 31, 2021

35


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 assignment, the Fund acquires the loan in whole or in part and becomes a lender under the loan agreement. The Fund generally has the 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 between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and 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.

36


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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, 2021, 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, 2021, 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 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 and distributions in the amount of $8,039,596 and $145,689,084 to Class N and Class I shareholders, respectively, during the year ended October 31, 2021.

The tax character of distributions paid during the years ended October 31, 2021 and 2020, respectively, were as follows:

Distributions paid from:

Ordinary

income

Net

long-term

capital gain

Total

taxable

distributions

Tax return

of capital

Total

distributions

paid

2021:

$

153,728,680

$

$

153,728,680

$

$

153,728,680

2020:

176,574,579

176,574,579

176,574,579

As of October 31, 2021 and 2020, respectively, the components of retained earnings/(accumulated deficit) were as follows:

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Book

unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$

$

$

(55,613,992

)

$

(9,583,059

)

$

80,418,923

$

15,221,872

2020:

(59,316,057

)

(2,021,635

)

9,546,890

(51,790,802

)

financial statements october 31, 2021

37


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

The Fund had $55,613,992 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2021, of which $– and $55,613,992, is attributable to short-term and long-term capital losses, respectively.

The Fund is permitted to carryforward capital losses 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, if any, 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, 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 0.30% per annum on the first $1 billion of the Fund’s average daily net assets and 0.25% per annum on the Fund’s average daily net assets over $1 billion. For the year ended October 31, 2021, the Fund incurred $25,619,922 for services under the Agreement.

B.Investment Advisory and Administrative Fee Waivers. Effective June 14, 2018 the Investment Adviser has contractually 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 course of the Fund’s business) of Class N to 0.35%. For the year ended October 31, 2021, the Investment Adviser waived fees in the amount of $746,522 for Class N.

38


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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, 2021, Class N shares of the Fund incurred $1,101,833 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, 2021, the Fund incurred $976,379 in custody and fund accounting fees. As per agreement with the Fund’s custodian, the Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned by the Fund for the year ended October 31, 2021 was $5,699. This amount is included in “Interest income” in the Statement of Operations. 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, 2021, was $847. 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, 2021, the Fund incurred $119,301 in independent Trustee compensation and expense reimbursements.

F.Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

financial statements october 31, 2021

39


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

4.Investment Transactions. For the year ended October 31, 2021, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $4,187,842,904 and $2,406,860,522, 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, 2021

For the year ended

October 31, 2020

Shares

Dollars

Shares

Dollars

Class N

Shares sold

37,397,145

$

386,600,187

38,050,699

$

388,416,903

Shares issued in connection with reinvestments of dividends

754,073

7,791,895

911,844

9,267,354

Shares redeemed

(19,724,527

)

(203,824,235

)

(30,058,670

)

(304,777,755

)

Net increase

18,426,691

$

190,567,847

8,903,873

$

92,906,502

Class I

Shares sold

650,852,091

$

6,725,074,175

369,593,937

$

3,771,315,783

Shares issued in connection with reinvestments of dividends

2,421,793

25,019,896

2,741,019

27,859,501

Shares redeemed

(288,574,356

)

(2,981,442,444

)

(288,332,500

)

(2,911,141,217

)

Net increase

364,699,528

$

3,768,651,627

84,002,456

$

888,034,067

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2021 and October 31, 2020. Specifically:

During the year ended October 31, 2021, 245,206 shares of Class N were exchanged for 245,372 shares of Class I valued at $2,536,380 and 1,144 shares of Class I were exchanged for 1,144 shares of Class N valued at $11,815.

During the year ended October 31, 2020, 815,626 shares of Class N were exchanged for 816,288 shares of Class I valued at $8,142,838 and 22,929 shares of Class I were exchanged for 22,929 shares of Class N valued at $235,706.

40


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

6.Principal Risk Factors and Indemnifications.

A.Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to failure of a counterparty to a transaction to perform (credit risk), changes in interest rates (interest rate risk), higher volatility for securities with longer maturities (maturity risk), financial performance or leverage of the issuer (issuer risk), difficulty in being able to purchase or sell a security (illiquid securities 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. Natural disasters, the spread of infectious illness and other public health emergencies, recession, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse effects on world economies and markets generally (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 Fund may invest in private placement securities that are issued pursuant to Rule 144A or Regulation S which have not been registered with the U.S. Securities and Exchange Commission ("SEC"). These securities may be subject to contractual restrictions which prohibit or limit

financial statements october 31, 2021

41


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

their resale (Private Placement risk). LIBOR is scheduled to be phased out by the end of 2021. The unavailability and/or discontinuation of LIBOR may affect the value, liquidity or return on certain fund investments that mature later than 2021 and may result in costs incurred in connection with closing out positions and entering into new positions. Any pricing adjustments to the fund’s investments resulting from a substitute reference rate may also adversely affect the fund’s performance and/or net asset value (LIBOR Transition 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.

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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

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

7.Subsequent Events. BBH, the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH’s Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

42


BBH LIMITED DURATION FUND


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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, 2021 to October 31, 2021).

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, 2021

43


BBH LIMITED DURATION FUND


DISCLOSURE OF FUND EXPENSES (continued)

October 31, 2021 (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, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Class N

Actual

$1,000

$1,005

$1.77

Hypothetical2

$1,000

$1,023

$1.79

Beginning

Account Value

May 1, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Class I

Actual

$1,000

$1,005

$1.37

Hypothetical2

$1,000

$1,024

$1.38

________________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.35% and 0.27% 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.

44


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST

October 31, 2021 (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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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 Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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

financial statements october 31, 2021

45


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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 Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

46


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds for its discretionary

financial statements october 31, 2021

47


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

48


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

financial statements october 31, 2021

49


BBH LIMITED DURATION FUND


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

The qualified investment income (“QII”) percentage for the year ended October 31, 2021 was 79.25%. In January 2022, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2021. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

50


TRUSTEES AND OFFICERS OF BBH LIMITED DURATION FUND


(unaudited)

Information pertaining to the Trustees and executive officers of the Trust as of October 31, 2021 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 Trustee^

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.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment adviser.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds); Director, Teton Advisors, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018- present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

FINANCIAL STATEMENTS OCTOBER 31, 2021

51


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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

52


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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation, April 2015 - March 2020.

FINANCIAL STATEMENTS OCTOBER 31, 2021

53


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 of 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. in 2014.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year: 1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since 2021; joined BBH&Co. in 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP, April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 – April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

54


BBH LIMITED DURATION FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

October 31, 2021 (unaudited)

 

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry in order to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of BBH Trust met on March 11, 2020 to review the liquidity risk management program (the “Program”) applicable to the funds of BBH Trust (the “Funds”) pursuant to the Liquidity Rule. The Board has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the Funds, as the Program Administrator for each Fund’s Program. The Program Administrator provided the Board with an annual report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness of the Program. The Report covered the period from June 1, 2019 through January 31, 2020.

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following points.

Liquidity classification. The Report described the Program’s liquidity classification methodology for categorizing the Funds’ investments into one of four liquidity buckets.

Highly Liquid Investment Minimum. The Report noted that one aspect of the Liquidity Rule is a requirement that funds that are expected to have less than 50% of assets classified as other than “highly liquid” should establish a minimum percentage of highly liquid assets that the fund is expected to hold on an on-going basis. The Program Administrator monitors the percentages of assets in each category on an ongoing basis and, given that no Fund has approached the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum as provided for in the Liquidity Rule to any of the Funds.

The Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed market conditions. During the Program reporting period, the Program Administrator reviewed whether each Fund’s investment strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets and factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account.

Short-term and long-term cash flow projections during normal and reasonably foreseeable stressed market conditions. During the Program reporting period, the Program Administrator reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Program Administrator also took into consideration other factors such as shareholder ownership concentration, applicable distribution channels and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

Holdings of cash and cash equivalents. The Program Administrator considered the degree to which each Fund held cash and cash equivalents as a component of each Fund’s ability to meet redemption requests.

FINANCIAL STATEMENTS OCTOBER 31, 2021

55


BBH LIMITED DURATION FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

October 31, 2021 (unaudited)

 

There were no material changes to the Program during the reporting period. The Program Administrator has informed the Board that it believes that the Fund’s Program is adequately designed, has been implemented as intended, and has operated effectively since its implementation. No material exceptions have been noted since the implementation of the Program, and there were no liquidity events that impacted the Fund or its ability to meet redemption requests on a timely basis during the reporting period.

56


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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

 

 


image provided by client

 

Annual Report

OCTOBER 31, 2021

BBH Income Fund


BBH INCOME FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

 

Intermediate-term corporate indexes eked out paltry gains, as risk spreads compressed and credit-related performance just offset the impact of rising rates. This created an accommodative environment for active fixed income strategies to outperform market indexes. We are proud to report that the BBH Income Fund gained 4.64% during its fiscal year, exceeding the -0.48% return of the Bloomberg U.S. Aggregate Index and ranking in the 6th percentile out of 611 funds of its competitive Morningstar Intermediate Core-Plus Bond fund peer group.*

Longer-term interest rates spiked and credit risk spreads narrowed substantially during the first few months of the fiscal year when markets were still recovering from the depths of the COVID-19 pandemic. Increased optimism over the advent of vaccinations returned investors to risk-taking instruments. Following those initial large moves in the fall and winter, the optimism dampened, but Investment-grade and high-yield credit spreads eventually narrowed to levels not seen since the 1990s.

Our highly selective and valuation-focused approach made it increasingly challenging to source new opportunities in mainstream bond sectors in this market. The Fund's spread duration, a measure of how sensitive the portfolio value is to changes in “credit spreads” (the additional yield on credit instruments over a comparable-maturity Treasury), declined in tandem with the reduction of attractive opportunities. The Fund's spread duration was 4.2 years at the start of the fiscal year and reached a low of 3.4 years on September 30, 2021.

Despite the challenging environment, we were able to identify and invest in many credits that were durable, were fundamentally sound, and offered appealing compensation for the Fund. Those credits tended to reside in less traditional segments of the fixed income market, such as nontraditional asset-backed securities  (ABS)**, business development company debt, and corporate loans. These sectors tend to be less trafficked by overseas investors, and thus offer higher yields to investors willing to search out and research them. One shared characteristic among many of these better opportunities is a relatively short duration profile (including lower “spread duration”, as discussed above), which protects the Fund somewhat from a sharp upward movement in spreads. The Fund’s allocation to, and selection within, these segments were notable contributors to performance results over the past year.

Heavy issuance was a distinguishing feature of the past 12 months, as the lower rate environment combined with increased investor appetite for yield to fuel record levels of issuance in several market sectors, including corporate bonds, loans, mortgage- and asset-backed securities, and commercial mortgage-backed securities. Issuance in all sectors was met with remarkable demand, with many deals being oversubscribed at their prevailing yields. We maintained our valuation and fundamental research disciplines and participated in issuances only when the yields offered were adequate and our research revealed the issue to be durable – able to perform through a variety of macroeconomic and industry environments. This credit and valuation discipline may seem less necessary in a period of strong growth and tight spread levels, but our experience suggests such discipline is rewarded when market risks re-emerge. It is unfortunately difficult to predict when and how risks events will manifest.

________________

*

Morningstar rankings are based on risk-adjusted returns.

**

Traditional ABS include prime auto backed loans, credit cards and student loans (FFELP). Non-traditional ABS include ABS backed by other collateral types.

financial statements october 31, 2021

3


BBH INCOME FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

We find few value opportunities in longer duration credits, and the Fund’s allocation to such securities has dwindled as credit spreads compressed. We would enjoy having a segment of the portfolio invested in long-dated credit instruments that offered compelling yields. However, we find most longer credits overpriced, and we wait patiently for conditions to change so that longer-dated credit securities offer adequate compensation for the risks assumed. Not coincidentally, our credit exposure resides in shorter duration instruments, and this positioning may provide the benefit of providing a defensive approach to enhancing yield as the markets face prospects of rising rates in the face of mounting inflationary pressures. These positions may provide price stability and generate cash flows that allow for more rapid reinvestment in a changing investment environment.

These credit positions are considered as we construct the portfolio’s total duration profile. We position the Fund to have an interest rate risk profile that differs little from the Fund’s performance benchmark. We achieve this objective through purchasing or selling Treasury futures to gain or reduce exposures to various points of the yield curve. This positioning explains why changes to interest rates had a negligible impact on the Fund’s performance versus its performance benchmark, the Bloomberg Aggregate Index. Instead, the Fund’s outperformance was driven by capturing the above-market yields offered by the credits we purchased.

As we look forward, we balance an opportunistic mindset with the proper caution required in a low yield and risk spread environment. The macroeconomic environment may challenge fixed income returns in the near-term. The Federal Reserve plans to curb new purchases of Treasuries and agency mortgage-backed securities. The fed funds futures market predicts the Federal Reserve will raise policy rates three times in 2022 (by 0.25% in each occurrence). Inflationary pressures seem to be mounting, and while the high levels of recent inflation data may be transitory, near-term inflation may settle at levels higher than what prevailed pre-pandemic. Treasury Inflation-Protected Securities (TIPS) are valued with breakeven inflation rates – the inflation rates that would need to prevail so their yields would equal those of traditional, nominal Treasury securities – of 2.5% – 3.0% at various maturities over the next ten years. Forward-looking forecasts of various inflation indexes estimate annual inflation rates of 2.0% - 2.5% over the next three to four years. With the 2-year Treasury offered at 0.50%, the 10-year Treasury offered at 1.55%, and the average yield of investment-grade corporate bonds at 2.22%, either: current yields rise to offer compensation for inflation or estimates of forward-looking inflation are too high.

We believe the Income Fund is positioned well to perform amidst such risks. The portfolio’s credit composition emphasizes instruments with relatively short duration profiles that are less trafficked by bond market participants and offer higher yields. We believe these positions allow the Fund to enhance income versus traditional alternatives and preserve capital versus predicted inflation levels in a rising-rate environment. The Fund’s duration was 6.81 years, a level consistent with its performance benchmark and peer funds. We believe that this duration profile offers benefits if the forward-looking inflation estimates are too high and affords investors the diversification benefits high-grade bonds tend to offer versus riskier assets in the event of a market disruption. The Fund’s spread duration stood at 3.6 years. This level is lower than where it stood during the depths of pandemic when valuations rewarded increased risk taking, reflecting prudent credit positioning in a thinner value environment.

4


BBH INCOME FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

image provided by client

Contribution figures are presented gross of fees. An investor’s returns will be reduced by fees incurred by the management of the Fund.

The markets appear to be at a delicate balance where yields have stabilized and spreads are at decades-long lows. Macroeconomic risks linger, and the most profound risks may be unidentified by the markets right now. We are confident that our approach and process will allow us to adapt to changes, capitalize on opportunities, and perform through a variety of environments. Thank you for the trust placed in BBH, and we look forward to engaging with you in 2022 and beyond.

________________

The BBH Income Fund was ranked against the following numbers of Intermediate Core-Plus Bond category funds over the following time periods ending 10/31/2021: 611 funds in the last year and 570 funds in the last three years. Class I ranked in the 6th percentile and 2nd percentile for the one and three year periods respectively. Past performance does not guarantee future results.

Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

financial statements october 31, 2021

5


BBH INCOME FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

Growth of $10,000 Invested in BBH Income

The graph below illustrates the hypothetical investment of $10,0001 in the Class I shares of the Fund since inception (June 27, 2018) to October 31, 2021 as compared to the Bloomberg Barclays U.S. Aggregate Bond Index.

image provided by client

The annualized gross expense ratio as shown in the March 1, 2021 prospectus for Class I shares was 0.48%. 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 Bloomberg Barclays U.S. Aggregate Bond Index has been adjusted to reflect reinvestment of dividends on securities in the index. The Bloomberg Barclays U.S. Aggregate Bond 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 the index.

6


BBH INCOME FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

Investing in the bond market is subject to certain risks including market, interest-rate, issuer, credit, maturity, call and inflation risk; investments may be worth more or less than the original cost when redeemed. The value of some asset- backed securities and mortgage-backed securities may be particularly sensitive to changes in prevailing interest rates and are subject to prepayment and extension risks, as well as risk that the underlying borrower will be unable to meet its obligations. Below investment grade bonds, commonly known as junk bonds, are subject to a high level of credit and market risks.

The Fund also invests in derivative instruments, investments whose values depend on the performance of the underlying security, assets, interest rate, index or currency and entail potentially higher volatility and risk of loss compared to traditional bond investments.

Foreign investing involves special risks including currency risk, increased volatility, political risks, and differences in auditing and other financial standards. Prices of emerging market securities can be significantly more volatile than the prices of securities in developed countries, and currency risk and political risks are accentuated in emerging markets.

The Fund may engage in certain investment activities that involve the use of leverage, which may magnify losses.

A significant investment of Fund assets within one or more sectors, industries, securities and/or durations may increase its vulnerability to any single economic, political, or regulatory developments, which will have a greater impact on the Fund’s return.

Illiquid investments subject the Fund to the risk that it may not be able to sell the investments when desired or at favorable prices.

To the extent that the Fund experiences a large purchase or redemption on any business day, the Fund’s performance may be adversely affected.

financial statements october 31, 2021

7


BBH INCOME FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of the BBH Trust and Shareholders of BBH Income Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Income Fund (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, 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, the financial highlights for each of the three years in the period then ended and for the period from June 27, 2018 (commencement of operations) to October 31, 2018, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, and 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 three years in the period then ended and for the period from June 27, 2018 (commencement of operations) to October 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

8


BBH INCOME FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

financial statements october 31, 2021

9


BBH INCOME FUND


PORTFOLIO ALLOCATION

October 31, 2021

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

Asset Backed Securities

$

99,845,443

16.3

%

Commercial Mortgage Backed Securities

20,176,636

3.3

Corporate Bonds

266,413,309

43.5

Loan Participations and Assignments

105,802,033

17.3

Municipal Bonds

7,172,624

1.2

Preferred Stocks

8,903,874

1.5

Residential Mortgage Backed Securities

2,583,796

0.4

U.S. Inflation Linked Debt

6,713,281

1.1

U.S. Treasury Bonds and Notes

99,239,416

16.2

U.S. Treasury Bills

4,999,370

0.8

 

Liabilities in Excess of Other Assets

(9,603,873

)

(1.6

)

 

NET ASSETS

$

612,245,909

100.0

%

 

All data as of October 31, 2021. 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 INCOME FUND


PORTFOLIO OF INVESTMENTS

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

 

ASSET BACKED SECURITIES (16.3%)

$

2,640,000

ABPCI Direct Lending Fund ABS I, Ltd. 2020-1A1

12/20/30

3.199

%

$

2,634,545

96,578

ACC Trust 2019-21

02/21/23

2.820

96,772

1,133,960

ACC Trust 2020-A1

03/20/23

6.000

1,152,337

1,278,652

Adams Outdoor Advertising LP 2018-11

11/15/48

4.810

1,336,313

206,405

Amur Equipment Finance Receivables VI LLC 2018-2A1

07/20/22

3.890

208,009

2,860,000

Antares CLO, Ltd. 2020-1A (3-Month USD-LIBOR + 1.900%)1,2

10/23/31

2.024

2,860,061

1,480,000

Ares PBN Finance Co. LLC 2021-1A1,3

10/15/36

6.000

1,484,429

154,977

ARI Fleet Lease Trust 2018-B1

08/16/27

3.220

155,387

529,735

BCC Funding Corp. XVI LLC 2019-1A1

08/20/24

2.460

534,985

1,114,432

Business Jet Securities LLC 2020-1A1

11/15/35

2.981

1,120,376

1,430,000

CARS-DB4 LP 2020-1A1

02/15/50

4.170

1,460,611

1,062,381

CF Hippolyta LLC 2020-11

07/15/60

2.280

1,068,469

1,750,000

CFG Investments, Ltd. 2021-11

05/20/32

5.820

1,780,658

2,000,000

Credit Acceptance Auto Loan Trust 2020-2A1

09/17/29

1.930

2,023,934

2,850,000

DigitalBridge Issuer LLC 2021-1A1

09/25/51

3.933

2,841,766

1,070,000

Elm Trust 2020-3A1

08/20/29

2.954

1,062,453

2,490,000

Elm Trust 2020-4A1

10/20/29

2.286

2,459,319

59,814

Enterprise Fleet Financing LLC 2018-31

05/20/24

3.380

60,000

164,763

FCI Funding LLC 2019-1A1

02/18/31

3.630

166,191

1,174,256

FNA LLC 2019-13

12/10/31

3.000

1,178,719

1,597,984

Global SC Finance VII Srl 2020-1A1

10/17/40

2.170

1,603,167

1,517,998

Global SC Finance VII Srl 2020-2A1

11/19/40

2.260

1,527,078

4,270,000

Golub Capital Partners ABS Funding, Ltd. 2021-1A1

04/20/29

2.773

4,224,172

1,430,000

Lendmark Funding Trust 2019-1A1

12/20/27

3.000

1,451,162

1,120,000

Lendmark Funding Trust 2019-2A1

04/20/28

2.780

1,139,866

523,432

LIAS Administration Fee Issuer LLC 2018-1A

07/25/48

5.956

587,311

690,000

Mariner Finance Issuance Trust 2019-AA1

07/20/32

2.960

701,141

1,070,000

Mariner Finance Issuance Trust 2020-AA1

08/21/34

2.190

1,086,125

1,260,000

Monroe Capital ABS Funding, Ltd. 2021-1A1

04/22/31

2.815

1,242,580

1,089,917

NADG NNN Operating LP 2019-11

12/28/49

3.368

1,112,895

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

financial statements october 31, 2021

11


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (continued)

$

2,520,000

New Residential Advance Receivables Trust Advance Receivables Backed 2020-T11

08/15/53

1.426

%

$

2,510,056

420,622

Newtek Small Business Loan Trust 2018-1 (U.S. Prime Rate - 0.550%)1,2

02/25/44

2.700

414,555

199,526

Newtek Small Business Loan Trust 2018-1 (U.S. Prime Rate + 0.750%)1,2

02/25/44

4.000

193,309

3,960,000

Niagara Park CLO, Ltd. 2019-1A (3-Month USD-LIBOR + 1.000%)1,2

07/17/32

1.122

3,963,960

93,904

NMEF Funding LLC 2019-A1

08/17/26

2.730

94,105

2,180,000

OnDeck Asset Securitization Trust III LLC 2021-1A1

05/17/27

1.590

2,170,888

365,372

OneMain Financial Issuance Trust 2019-1A1

02/14/31

3.480

365,746

1,540,000

OneMain Financial Issuance Trust 2020-1A1

05/14/32

3.840

1,585,122

5,630,000

Oportun Issuance Trust 2021-C1

10/08/31

2.180

5,629,348

1,122,811

Oscar US Funding XI LLC 2019-2A1

09/11/23

2.590

1,131,847

1,051,445

Oxford Finance Funding LLC 2019-1A1

02/15/27

4.459

1,078,028

3,450,000

Oxford Finance Funding LLC 2020-1A1

02/15/28

3.101

3,508,399

1,520,000

Palmer Square Loan Funding, Ltd. 2019-2A (3-Month USD-LIBOR + 2.250%)1,2

04/20/27

2.382

1,520,824

1,940,000

Palmer Square Loan Funding, Ltd. 2019-3A (3-Month USD-LIBOR + 2.100%)1,2

08/20/27

2.231

1,940,047

924,954

ReadyCap Lending Small Business Loan Trust 2019-2 (U.S. Prime Rate + -0.500%)1,2

12/27/44

2.750

886,220

1,390,000

Republic Finance Issuance Trust 2019-A1

11/22/27

3.430

1,394,334

2,060,000

Republic Finance Issuance Trust 2020-A1

11/20/30

2.470

2,097,435

2,130,000

Sabey Data Center Issuer LLC 2020-11

04/20/45

3.812

2,232,063

1,500,000

Santander Drive Auto Receivables Trust 2020-1

12/15/25

4.110

1,555,540

1,940,000

Santander Revolving Auto Loan Trust 2019-A1

01/26/32

2.510

2,018,513

2,170,533

Stack Infrastructure Issuer LLC 2019-1A1

02/25/44

4.540

2,264,506

545,294

SWC Funding LLC 2018-1A1,3

08/15/33

4.750

540,614

1,688,525

Textainer Marine Containers VII, Ltd. 2020-1A1

08/21/45

2.730

1,704,735

4,942,445

Thrust Engine Leasing DAC 2021-1A1

07/15/40

4.163

4,844,565

5,990,000

VC 3 LS LP 2021-B3

10/15/41

4.750

5,990,000

2,590,000

VCP RRL ABS I Ltd. 2021-1A1

10/20/31

2.152

2,589,957

2,500,000

World Financial Network Credit Card Master Trust 2019-A

12/15/25

3.140

2,521,256

2,741,010

WRG Debt Funding IV LLC 2020-11,3

07/15/28

6.535

2,738,640

 

Total Asset Backed Securities

      (Cost $99,203,932)

99,845,443

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

12


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

COMMERCIAL MORTGAGE BACKED SECURITIES (3.3%)

$

2,190,000

BXMT, Ltd. 2020-FL2 (30-Day SOFR + 1.014%)1,2

02/15/38

1.064

%

$

2,185,839

1,250,000

BXMT, Ltd. 2020-FL3 (30-Day SOFR + 2.664%)1,2

03/15/37

2.714

1,255,653

146,085

CG-CCRE Commercial Mortgage Trust 2014-FL2 (1-Month USD-LIBOR + 4.000%)1,2,3

11/15/31

4.090

145,763

786,000

CG-CCRE Commercial Mortgage Trust 2014-FL2 (1-Month USD-LIBOR + 4.000%)1,2  

11/15/31

4.090

590,695

1,375,473

CG-CCRE Commercial Mortgage Trust 2014-FL2 (1-Month USD-LIBOR + 4.750%)1,2,3

11/15/31

4.840

1,163,925

600,000

CGMS Commercial Mortgage Trust 2017-MDRB (1-Month USD-LIBOR + 1.750%)1,2

07/15/30

1.840

592,850

890,000

Citigroup Commercial Mortgage Trust 2019-SMRT1

01/10/36

4.149

943,925

3,540,000

CSMC 2018-SITE1,2,4

04/15/36

4,941

3,584,192

1,000,000

Hudsons Bay Simon JV Trust 2015-HB101,2,4

08/05/34

5.629

859,014

240,000

JPMBB Commercial Mortgage Securities Trust 2014-C241,2,4

11/15/47

3.903

159,966

3,070,000

Morgan Stanley Capital I Trust 2019-BPR (1-Month USD-LIBOR + 1.400%)1,2

05/15/36

1.490

3,042,547

890,000

STWD, Ltd. 2019-FL1 (30-Day SOFR + 1.714%)1,2

07/15/38

1.764

889,923

1,561,269

TPG Real Estate Finance Issuer, Ltd. 2018-FL2 (1-Month USD-LIBOR + 1.130%)1,2

11/15/37

1.216

1,560,801

300,000

UBS-BAMLL Trust 2012-WRM1

06/10/30

3.663

301,162

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

financial statements october 31, 2021

13


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

COMMERCIAL MORTGAGE BACKED SECURITIES (continued)

$

2,915,000

Wells Fargo Commercial Mortgage Trust 2020-SDAL (1-Month USD-LIBOR + 1.340%)1,2

02/15/37

1.430

%

$

2,900,381

Total Commercial Mortgage Backed Securities

    (Cost $20,656,657)

220,176,636

CORPORATE BONDS (43.5%)

AEROSPACE/DEFENSE (1.4%)

2,220,000

BAE Systems , Plc.1

04/15/30

3.400

2,373,820

3,250,000

Boeing Co.

05/01/23

4.508

3,407,340

2,700,000

Boeing Co.

02/01/28

3.250

2,827,147

8,608,307

AIRLINES (0.5%)

1,990,000

American Airlines, Inc./AAdvantage Loyalty IP Ltd.1

04/20/26

5.500

2,087,510

880,000

Delta Air Lines, Inc./ SkyMiles IP, Ltd.1

10/20/28

4.750

977,179

3,064,689

AUTO MANUFACTURERS (0.5%)

3,080,000

Ford Motor Credit Co. LLC

11/13/25

3.375

3,164,700

BANKS (4.0%)

1,155,000

ANZ New Zealand Int'l, Ltd., London Branch1

03/19/24

3.400

1,222,575

1,365,000

Bank of New Zealand1

02/20/24

3.500

1,442,346

1,735,000

HSBC Holdings, Plc

03/31/30

4.950

2,042,619

1,140,000

HSBC Holdings, Plc (SOFR + 2.387%)2

06/04/31

2.848

1,158,139

2,020,000

JPMorgan Chase & Co. (SOFR + 1.585%)2

03/13/26

2.005

2,058,530

2,340,000

Lloyds Banking Group, Plc

05/08/25

4.450

2,574,777

2,440,000

Mitsubishi UFJ Financial Group, Inc.

07/17/25

1.412

2,434,818

1,410,000

Morgan Stanley (SOFR + 1.990%)2

04/28/26

2.188

1,443,148

505,000

Santander Holdings USA, Inc.

12/03/21

4.450

506,446

810,000

Santander Holdings USA, Inc.

03/28/22

3.700

817,792

6,100,000

US Bancorp (5-Year CMT Index + 2.541%)2,5

3.700

6,075,905

1,245,000

Wells Fargo & Co. (SOFR + 2.000%)2

04/30/26

2.188

1,272,367

1,165,000

Wells Fargo & Co. (SOFR + 2.100%)2

06/02/28

2.393

1,184,068

24,233,530

BEVERAGES (0.3%)

1,310,000

Anheuser-Busch InBev Worldwide, Inc.

01/23/39

5.450

1,721,065

 

BIOTECHNOLOGY (0.2%)

1,395,000

Amgen, Inc.

02/21/27

2.200

1,422,841

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

14


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

BUILDING MATERIALS (0.9%)

$

2,804,000

Builders FirstSource, Inc.1

06/01/27

6.750

%

$

2,954,715

2,530,000

James Hardie International Finance DAC1

01/15/28

5.000

2,631,200

5,585,915

DIVERSIFIED FINANCIAL SERVICES (4.9%)

2,160,000

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

10/29/24

1.750

2,161,811

485,000

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

10/15/27

4.625

539,623

2,530,000

Air Lease Corp.

01/15/22

3.500

2,545,028

3,055,000

Alliance Data Systems Corp.1

12/15/24

4.750

3,125,243

2,330,000

Aviation Capital Group LLC1

12/15/24

5.500

2,586,445

2,685,000

Avolon Holdings Funding, Ltd.1

07/01/24

3.950

2,831,445

925,000

Avolon Holdings Funding, Ltd.1

01/15/26

5.500

1,036,265

2,475,000

Brightsphere Investment Group, Inc.

07/27/26

4.800

2,534,931

2,345,000

Capital One Financial Corp.

05/11/27

3.650

2,548,524

840,000

Credit Acceptance Corp.1

12/31/24

5.125

858,900

1,400,000

Credit Acceptance Corp.

03/15/26

6.625

1,457,750

2,485,000

Drawbridge Special Opportunities Fund LP / Drawbridge Special Opportunities

      Finance1

02/15/26

3.875

2,551,949

2,665,000

Oxford Finance LLC / Oxford Finance Co-Issuer II, Inc.1

12/15/22

6.375

2,677,845

2,655,000

Strategic Credit Opportunities Partners LLC

04/01/26

4.250

2,698,874

30,154,633

 

ELECTRIC (2.4%)

5,065,000

Edison International (5-Year CMT Index + 4.698%)2,5

5.375

5,229,612

2,800,000

Electricite de France S.A.1

09/21/28

4.500

3,214,108

2,095,000

Narragansett Electric Co.1

04/09/30

3.395

2,255,726

1,060,000

PacifiCorp

04/01/24

3.600

1,121,521

2,500,000

Vistra Operations Co. LLC1

07/31/27

5.000

2,562,500

14,383,467

 

HEALTHCARE-SERVICES (3.4%)

1,280,000

Advocate Health & Hospitals Corp.

06/15/50

3.008

1,333,786

1,930,000

Ascension Health

11/15/29

2.532

2,007,728

825,000

Centene Corp.

12/15/27

4.250

864,188

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

financial statements october 31, 2021

15


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

HEALTHCARE-SERVICES (continued)

$

1,750,000

Franciscan Missionaries of Our Lady Health System, Inc.

07/01/49

3.914

%

$

2,053,877

6,675,000

MEDNAX, Inc.1

01/15/27

6.250

6,999,205

2,085,000

Orlando Health Obligated Group

10/01/50

3.327

2,245,607

2,545,000

PeaceHealth Obligated Group

11/15/50

3.218

2,705,633

2,490,000

Sutter Health

08/15/30

2.294

2,500,942

20,710,966

 

INSURANCE (7.6%)

4,175,000

Aegon NV (6-Month USD-LIBOR + 3.540%)2

04/11/48

5.500

4,848,217

2,880,000

Ascot Group, Ltd.1

12/15/30

4.250

3,008,182

2,035,000

Athene Global Funding1

06/29/25

2.550

2,104,731

4,295,000

AXIS Specialty Finance LLC (5-Year CMT Index + 3.186%)2

01/15/40

4.900

4,536,782

1,600,000

Enstar Finance LLC (5-Year CMT Index + 5.468%)2

09/01/40

5.750

1,688,000

3,145,000

Enstar Group, Ltd.

06/01/29

4.950

3,546,358

2,195,000

Fairfax Financial Holdings, Ltd.

04/29/30

4.625

2,461,434

4,765,000

Fidelis Insurance Holdings, Ltd. (5-Year CMT Index + 6.323%)1,2

04/01/41

6.625

5,217,675

1,180,000

New York Life Insurance Co.1

05/15/50

3.750

1,353,539

3,708,000

PartnerRe Finance B LLC (5-Year CMT Index + 3.815%)2

10/01/50

4.500

3,958,437

2,995,000

Sirius International Group, Ltd.1

11/01/26

4.600

3,101,697

4,830,000

Swiss Re Finance Luxembourg S.A. (5-Year CMT Index + 3.582%)1,2

04/02/49

5.000

5,466,352

2,520,000

Teachers Insurance & Annuity Association of America1

05/15/50

3.300

2,670,034

2,660,000

United Insurance Holdings Corp

12/15/27

6.250

2,792,773

46,754,211

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

16


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

INVESTMENT COMPANIES (8.6%)

$

2,960,000

Apollo Investment Corp.

07/16/26

4.500

%

$

2,950,565

1,680,000

BlackRock TCP Capital Corp.

08/23/24

3.900

1,769,714

200,000

Business Development Corp. of America1

12/30/22

4.750

205,778

2,930,000

Business Development Corp. of America1

12/15/24

4.850

3,129,531

2,490,000

Capital Southwest Corp.

01/31/26

4.500

2,632,627

1,635,000

CION Investment Corp.3

02/11/26

4.500

1,637,961

5,725,000

Fairfax India Holdings Corp.1

02/26/28

5.000

5,667,750

1,145,000

FS KKR Capital Corp.

07/15/24

4.625

1,223,953

1,370,000

FS KKR Capital Corp.

02/01/25

4.125

1,446,846

3,450,000

FS KKR Capital Corp.1

02/14/25

4.250

3,631,030

2,330,000

Gladstone Capital Corp.

01/31/26

5.125

2,463,975

3,580,000

Golub Capital BDC, Inc.

04/15/24

3.375

3,708,991

3,465,000

Main Street Capital Corp.

05/01/24

5.200

3,741,922

2,095,000

OFS Capital Corp.

02/10/26

4.750

2,122,866

1,445,000

Owl Rock Capital Corp. II1

11/26/24

4.625

1,534,078

3,495,000

Owl Rock Technology Finance Corp.1

06/30/25

6.750

3,977,507

470,000

Owl Rock Technology Finance Corp.1

12/15/25

4.750

507,947

2,535,000

PennantPark Floating Rate Capital, Ltd

04/01/26

4.250

2,544,001

3,025,000

Saratoga Investment Corp.

02/28/26

4.375

3,107,044

3,050,000

Silver Point Specialty Credit Fund, L.P.3

11/04/26

4.000

3,050,000

1,775,000

Stellus Capital Investment Corp.

03/30/26

4.875

1,845,533

52,899,619

 

OIL & GAS (2.6%)

2,010,000

Apache Corp.

11/15/25

4.625

2,166,760

2,280,000

Equinor ASA

04/06/25

2.875

2,403,141

860,000

Equinor ASA

05/22/30

2.375

880,983

2,610,000

Exxon Mobil Corp.

03/19/30

3.482

2,889,819

5,000,000

Occidental Petroleum Corp.

08/15/24

2.900

5,093,500

2,315,000

Ovintiv Exploration, Inc.

07/01/24

5.625

2,548,930

15,983,133

PHARMACEUTICALS (0.6%)

1,695,000

AbbVie, Inc.

05/14/25

3.600

1,817,327

455,000

AbbVie, Inc.

05/14/35

4.500

538,125

450,000

AbbVie, Inc.

05/14/36

4.300

521,976

730,000

Bausch Health Cos., Inc.1

06/01/28

4.875

751,754

3,629,182

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

financial statements october 31, 2021

17


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

PIPELINES (2.6%)

$

1,730,000

Enable Midstream Partners LP

09/15/29

4.150

%

$

1,863,133

4,045,000

Energy Transfer LP (3-Month USD-LIBOR + 4.028%)2,5

6.250

3,684,752

1,995,000

Energy Transfer LP

02/01/22

5.200

1,995,000

2,230,000

EnLink Midstream LLC1

01/15/28

5.625

2,364,542

2,230,000

EnLink Midstream Partners, LP

06/01/25

4.150

2,327,852

2,430,000

Harvest Midstream I LP1

09/01/28

7.500

2,551,500

1,150,000

Northriver Midstream Finance LP1

02/15/26

5.625

1,187,375

15,974,154

PRIVATE EQUITY (0.4%)

2,095,000

Apollo Management Holdings LP (5-Year CMT Index + 3.266%)1,2

01/14/50

4.950

2,169,811

 

REAL ESTATE INVESTMENT

    TRUSTS (1.5%)

2,065,000

HAT Holdings I LLC / HAT Holdings II LLC1

06/15/26

3.375

2,046,931

2,300,000

HAT Holdings I LLC / HAT Holdings II LLC1

09/15/30

3.750

2,285,625

1,380,000

Scentre Group Trust 1 / Scentre

    Group Trust 21

02/12/25

3.500

1,462,621

1,945,000

Scentre Group Trust 1 / Scentre

    Group Trust 21

01/28/26

3.625

2,087,423

1,345,000

Scentre Group Trust 2 (5-Year CMT Index + 4.685%)1,2

09/24/80

5.125

1,429,062

9,311,662

 

RETAIL (0.6%)

3,450,000

Nordstrom, Inc.

04/01/30

4.375

3,510,237

 

SEMICONDUCTORS (0.4%)

2,100,000

ams AG1

07/31/25

7.000

2,223,375

 

TELECOMMUNICATIONS (0.1%)

875,000

Connect Finco S.a r.l. / Connect US

    Finco LLC1

10/01/26

6.750

907,812

 

Total Corporate Bonds

    (Cost $252,547,657)

266,413,309

LOAN PARTICIPATIONS AND ASSIGNMENTS (17.3%)

5,110,000

AAdvantage Loyality IP, Ltd. (3-Month USD-LIBOR + 4.750%)2

04/20/28

5.500

5,319,203

3,358,608

AHP Health Partners, Inc. (1-Month USD-LIBOR + 3.500%)2

08/24/28

4.000

3,368,045

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

18


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

LOAN PARTICIPATIONS AND ASSIGNMENTS (continued)

$

4,560,000

Air Canada (3-Month USD-LIBOR + 3.500%)2

08/11/28

4.250

%

$

4,604,642

2,560,000

AL NGPL Holdings LLC (3-Month USD-LIBOR + 3.750%)2

04/14/28

4.750

2,566,400

3,057,935

Allen Media LLC (3-Month USD-LIBOR + 5.500%)2

02/10/27

5.632

3,055,397

1,180,745

Avolon TLB Borrower 1 (US) LLC Term B3 (1-Month USD-LIBOR + 1.750%)2

01/15/25

2.500

1,178,998

1,959,257

Axalta Coating Systems Dutch Holding B BV Term B3 (3-Month USD-LIBOR + 1.750%)2

06/01/24

1.882

1,954,359

2,947,702

BCP Renaissance Parent LLC (3-Month USD-LIBOR + 3.500%)2

10/31/24

4.500

2,936,648

1,393,855

Buckeye Partners LP Term B1 (1-Month USD-LIBOR + 2.250%)2

11/01/26

2.334

1,386,718

1,916,239

Clarios Global LP (1-Month USD-LIBOR + 3.250%)2

04/30/26

3.337

1,903,458

3,890,253

Connect Finco S.a r.l. (1-Month USD-LIBOR + 3.500%)2

12/11/26

4.500

3,890,253

1,887,462

Dell International LLC Term B2 (1-Month USD-LIBOR + 1.750%)2

09/19/25

2.000

1,886,009

2,500,000

Delos Finance S.a r.l. (3-Month USD-LIBOR + 1.750%)2

10/06/23

1.882

2,496,475

4,080,724

Eastern Power LLC (3-Month USD-LIBOR + 3.750%)2

10/02/25

4.750

3,610,175

2,474,119

Elanco Animal Health, Inc. (1-Month USD-LIBOR + 1.750%)2

08/01/27

1.832

2,452,025

1,935,000

Geon Performance Solutions, LLC (Fka. Echo US Holdings, LLC) (3-Month USD-LIBOR + 4.750%)2

08/18/28

5.500

1,951,931

2,255,000

GIP II Blue Holding, LP (3-Month USD-LIBOR + 4.500%)2

09/29/28

5.500

2,259,239

1,580,000

Global Medical Response, Inc. (3-Month USD-LIBOR + 4.250%)2

03/14/25

5.250

1,571,658

913,214

Icon Plc. (3-Month USD-LIBOR + 2.500%)2

07/03/28

3.000

913,114

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

financial statements october 31, 2021

19


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

LOAN PARTICIPATIONS AND ASSIGNMENTS (continued)

$

3,665,311

Icon Plc. (3-Month USD-LIBOR + 2.500%)2

07/03/28

3.000

%

$

3,664,907

5,048,028

ILPEA Parent, Inc. (1-Month USD-LIBOR + 4.500%)2

06/22/28

5.250

5,035,408

2,862,825

Jazz Pharmaceuticals Plc. (1-Month USD-LIBOR + 3.500%)2

05/05/28

4.000

2,866,404

2,280,000

LendingTree, Inc. Term B (3-Month USD-LIBOR + 4.000%)2

09/15/28

4.000

2,275,736

3,038,625

Lumen Technologies, Inc. Term A (1-Month USD-LIBOR + 2.000%)2

01/31/25

2.087

3,019,634

2,350,000

Medline Borrower, LP (3-Month USD-LIBOR + 3.250%)2

10/23/28

3.750

2,352,327

3,070,000

MIP V Waste Holdings, LLC (3-Month USD-LIBOR + 3.250%)2

10/27/28

3.750

3,073,838

3,075,000

MPH Acquisition Holdings LLC (3-Month USD-LIBOR + 4.250%)2

09/01/28

4.750

2,995,573

2,701,768

NorthRiver Midstream Finance LP Term B (3-Month USD-LIBOR + 3.250%)2

10/01/25

3.382

2,695,364

5,632,211

OCM System One Buyer CTB LLC (3-Month USD-LIBOR + 4.000%)2

03/02/28

4.750

5,632,211

2,778,038

Organon & Co. (3-Month USD-LIBOR + 3.000%)2

06/02/28

3.500

2,783,260

1,085,712

RPI Intermediate Finance Trust Term B1 (1-Month USD-LIBOR + 1.750%)2

02/11/27

1.837

1,081,912

2,110,000

SkyMiles IP, Ltd. (3-Month USD-LIBOR + 3.750%)2

10/20/27

4.750

2,245,968

440,581

SS&C Technologies Holdings, Inc. Term B3 (1-Month USD-LIBOR + 1.750%)2

04/16/25

1.837

435,717

334,780

SS&C Technologies Holdings, Inc. Term B4 (1-Month USD-LIBOR + 1.750%)2

04/16/25

1.837

331,084

706,870

SS&C Technologies Holdings, Inc. Term B5 (1-Month USD-LIBOR + 1.750%)2

04/16/25

1.837

700,155

1,694,200

Tivity Health, Inc. Term B (1-Month USD-LIBOR + 4.250%)2

06/30/28

4.337

1,688,694

2,774,739

UGI Energy Services LLC (1-Month USD-LIBOR + 3.750%)2

08/13/26

3.837

2,783,424

3,771,050

United AirLines, Inc. Term B (3-Month USD-LIBOR + 3.750%)2

04/21/28

4.500

3,821,544

1,819,433

Vistra Operations Company LLC (fka Tex Operations Company LLC) (1-Month USD-LIBOR + 1.750%)2

12/31/25

1.840

1,801,239

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

20


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

LOAN PARTICIPATIONS AND ASSIGNMENTS (continued)

$

2,910,000

Wyndham Hotels & Resorts, Inc. Term B (1-Month USD-LIBOR + 1.750%)2

05/30/25

1.837

%

$

2,888,582

2,319,758

Zebra Buyer LLC (3-Month USD-LIBOR + 3.250%)2

04/21/28

3.750

2,324,305

 

Total Loan Participations and Assignments

    (Cost $105,895,079)

105,802,033

MUNICIPAL BONDS (1.2%)

1,645,000

Indiana Finance Authority, Revenue Bonds

03/01/51

3.313

1,667,805

5,605,000

Port Authority of New York & New Jersey, Revenue Bonds

10/01/33

2.000

5,504,819

Total Municipal Bonds

    (Cost $7,339,432)

7,172,624

PREFERRED STOCKS (1.5%)

132,600

Gladstone Investment Corp.

11/01/28

4.875

3,480,750

93,600

Horizon Technology Finance Corp.

03/30/26

4.875

2,442,024

114,000

Trinity Capital, Inc.

01/16/25

7.000

2,981,100

Total Preferred Stocks

    (Cost $8,505,000)

8,903,874

 

RESIDENTIAL MORTGAGE BACKED SECURITIES (0.4%)

686,981

Cascade Funding Mortgage

    Trust 2018-RM21,2,4

10/25/68

4.000

708,901

1,289,738

Cascade Funding Mortgage

    Trust 2019-RM31,2,4

06/25/69

2.800

1,299,732

582,360

RMF Proprietary Issuance Trust 2019-11,2,4

10/25/63

2.750

575,163

 

Total Residential Mortgage Backed Securities

    (Cost $2,552,444)

2,583,796

U.S. INFLATION LINKED DEBT (1.1%)

6,126,916

U.S. Treasury Inflation Indexed Note

10/15/26

0.125

6,713,281

 

Total U.S. Inflation Linked Debt

    (Cost $6,702,200)

6,713,281

 

U.S. TREASURY BONDS AND NOTES (16.2%)

27,750,000

U.S. Treasury Bond

08/15/40

3.875

36,416,455

9,400,000

U.S. Treasury Bond

08/15/46

2.250

9,908,922

11,450,000

U.S. Treasury Bond

08/15/50

1.375

9,984,310

700,000

U.S. Treasury Note6

02/15/23

2.000

715,559

1,200,000

U.S. Treasury Note6

10/31/23

1.625

1,226,578

22,340,000

U.S. Treasury Note

06/30/26

0.875

22,046,787

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

financial statements october 31, 2021

21


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

U.S. TREASURY BONDS AND NOTES (continued)

$

300,000

U.S. Treasury Note6

08/15/26

1.500

%

$

304,547

19,050,000

U.S. Treasury Note

08/31/28

1.125

18,636,258

Total U.S. Treasury Bonds and Notes

    (Cost $99,327,382)

99,239,416

U.S. TREASURY BILLS (0.8%)

5,000,000

U.S. Treasury Bill7

01/13/22

0.000

4,999,370

Total U.S. Treasury Bills

    (Cost $4,999,548)

4,999,370

TOTAL INVESTMENTS (Cost $607,729,331)8

101.6

%

$

621,849,782

LIABILITIES IN EXCESS OF OTHER ASSETS

(1.6

)%

(9,603,873

)

NET ASSETS

100.0

%

$

612,245,909

____________

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, 2021 was $218,205,687or 35.6% of net assets.

2

Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2021 coupon or interest rate.

3

Security that used significant unobservable inputs to determine fair value.

4

This variable rate security is based on a predetermined schedule and the rate at period end also represents the reference rate at period end.

5

Security is perpetual in nature and has no stated maturity date.

6

All or a portion of this security is held at the broker as collateral for open futures contracts.

7

Security issued with zero coupon. Income is recognized through accretion of discount.

8

The aggregate cost of investments (including derivatives, if any) for federal income tax purposes is $606,073,445, the aggregate gross unrealized appreciation is $18,849,082 and the aggregate gross unrealized depreciation is $5,040,323, resulting in net unrealized appreciation of $13,808,759.

Abbreviations:

CMT – Constant Maturity Treasury.

LIBOR – London Interbank Offered Rate.

SOFR – Secured Overnight Financing Rate.

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

22


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

FINANCIAL FUTURES CONTRACTS

The following futures contracts were open at October 31, 2021:

Number of

Expiration

Notional

Market

Unrealized

Gain /

Description

Contracts

Date

Amount

Value

(Loss)

Contracts to Buy:

U.S. Long Bond

154

December 2021

$

25,188,312

$

24,769,937

$

(418,375

)

U.S. Treasury 5-Year Notes

500

December 2021

61,653,594

60,875,000

(778,594

)

U.S. Treasury 10-Year Notes

100

December 2021

13,287,813

13,070,313

(217,500

)

U.S. Ultra 10-Year Notes

133

December 2021

19,711,672

19,289,156

(422,516

)

U.S. Ultra Bond

119

December 2021

23,583,406

23,372,344

(211,062

)

$

(2,048,047

)

Contracts to Sell:

U.S. Treasury 2-Year Notes

100

December 2021

$

22,005,469

$

21,925,000

$

80,469

Net Unrealized (Loss) on Open Futures Contracts

$

(1,967,578

)

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, 2021

23


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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.

24


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2021.

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, 2021

Asset Backed Securities

$

 

$

87,913,041

 

$

11,932,402

 

$

99,845,443

 

Commercial Mortgage Backed Securities

 

18,866,948

 

1,309,688

 

20,176,636

 

Corporate Bonds

 

261,725,348

 

4,687,961

 

266,413,309

 

Loan Participations and Assignments.

 

105,802,033

 

 

105,802,033

 

Municipal Bonds

 

7,172,624

 

 

7,172,624

 

Preferred Stock

 

8,903,874

 

 

8,903,874

 

Residential Mortgage Backed Securities

 

2,583,796

 

 

2,583,796

 

U.S. Inflation Linked Debt

 

6,713,281

 

 

6,713,281

 

U.S. Treasury Bonds and Notes

 

99,239,416

 

 

99,239,416

 

U.S. Treasury Bills

4,999,370

4,999,370

Total Investment, at value

$

$

603,919,731

$

17,930,051

$

621,849,782

Other Financial Instruments, at value

Financial Futures Contracts

$

(1,967,578

)

$

$

$

(1,967,578

)

Other Financial Instruments,

    at value

$

(1,967,578

)

$

$

$

(1,967,578

)

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

financial statements october 31, 2021

25


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

The following is a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining fair value during the year ended October 31, 2021:

Asset Backed Securities

Commercial Mortgage Backed Securities

Corporate Bonds

Total

Balance as of October 31, 2020

$

5,694,790

 

$

1,081,308

 

$

$

6,776,098

 

Purchases

7,470,000

 

 

4,685,000

12,155,000

 

Sales / Paydowns

(1,234,108

)

 

(1,234,108

)

Realized gains (losses)

26

 

 

26

 

Change in unrealized appreciation (depreciation)

756

227,053

 

2,961

230,770

Amortization

938

 

1,327

 

2,265

 

Transfers from Level 3

 

 

 

Transfers to Level 3

 

 

 

Balance as of October 31, 2021

$

11,932,402

$

1,309,688

$

4,687,961

$

17,930,051

The Fund’s investments classified as Level 3 were either single broker quoted or 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.

26


BBH INCOME FUND


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments in securities, at value (Cost $607,729,331)

$

621,849,782

Cash

378,916

Receivables for:

Interest

1,427,049

Shares sold

242,046

Investments sold

197,810

Futures variation margin on open contracts

169,220

Dividends

32,770

Prepaid assets

1,043

Total Assets

624,298,636

LIABILITIES:

Payables for:

Investments purchased

$

10,772,881

Shares redeemed

769,242

Investment advisory and administrative fees

208,222

Dividends declared

177,852

Professional fees

75,474

Custody and fund accounting fees

29,329

Transfer agent fees

5,569

Board of Trustees' fees

1,111

Accrued expenses and other liabilities

13,047

Total Liabilities

12,052,727

NET ASSETS

$

612,245,909

Net Assets Consist of:

Paid-in capital

$

598,757,652

Retained earnings

13,488,257

Net Assets

$

612,245,909

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS I SHARES

($612,245,909 ÷ 58,351,289 shares outstanding)

$10.49

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

financial statements october 31, 2021

27


BBH INCOME FUND


STATEMENT OF OPERATIONS

For the year ended October 31, 2021

NET INVESTMENT INCOME:

Income:

Dividends

$

289,308

Interest income (net of foreign withholding taxes of $42)

19,481,254

Other income

212,366

Total Income

19,982,928

Expenses:

Investment advisory and administrative fees

2,183,036

Custody and fund accounting fees

111,836

Professional fees

83,709

Board of Trustees' fees

60,547

Transfer agent fees

33,074

Miscellaneous expenses

80,615

Total Expenses

2,552,817

Net Investment Income

17,430,111

NET REALIZED AND UNREALIZED GAIN:

Net realized gain on investments in securities

2,009,665

Net realized loss on futures contracts

(2,141,796

)

Net realized loss on investments in securities and futures contracts

(132,131

)

Net change in unrealized appreciation/(depreciation) on investments in securities

7,071,872

Net change in unrealized appreciation/(depreciation) on futures contracts

(606,830

)

Net change in unrealized appreciation/(depreciation) on investments in securities and futures contracts

6,465,042

Net Realized and Unrealized Gain

6,332,911

Net Increase in Net Assets Resulting from Operations

$

23,763,022

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

28


BBH INCOME FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31,

2021

2020

INCREASE IN NET ASSETS:

Operations:

Net investment income

$

17,430,111

$

14,298,266

Net realized gain (loss) on investments in securities and futures contracts

(132,131

)

20,454,049

Net change in unrealized appreciation/(depreciation) on investments in securities and futures contracts

6,465,042

(1,313,986

)

Net increase in net assets resulting from operations

23,763,022

33,438,329

Dividends and distributions declared:

Class I

(36,718,571

)

(26,351,493

)

Share transactions:

Proceeds from sales of shares

216,267,575

119,485,340

Net asset value of shares issued to shareholders for reinvestment of dividends and distributions

3,100,657

1,898,492

Proceeds from short-term redemption fees

2,369

4,617

Cost of shares redeemed

(62,053,028

)

(66,597,003

)

Net increase in net assets resulting from share transactions

157,317,573

54,791,446

Total increase in net assets

144,362,024

61,878,282

NET ASSETS:

Beginning of year

467,883,885

406,005,603

End of year

$

612,245,909

$

467,883,885

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

financial statements october 31, 2021

29


BBH INCOME FUND


FINANCIAL HIGHLIGHTS

Selected per share data and ratios for a Class I share outstanding throughout each period.

For the years ended October 31,

For the period from June 27, 2018 (commencement of operations) to October 31, 2018

2021

2020

2019

Net asset value, beginning of period

$

10.77

$

10.61

$

9.83

$

10.00

Income from investment operations:

Net investment income1

0.34

0.34

0.36

0.10

Net realized and unrealized gain (loss)

0.15

0.46

0.78

(0.17

)

Total income (loss) from investment operations

0.49

0.80

1.14

(0.07

)

Less dividends and distributions:

From net investment income

(0.33

)

(0.34

)

(0.36

)

(0.10

)

From net realized gains

(0.44

)

(0.30

)

Total dividends and distributions

(0.77

)

(0.64

)

(0.36

)

(0.10

)

Short-term redemptions fees1

0.00

2

0.00

2

0.00

2

Net asset value, end of period

$

10.49

$

10.77

$

10.61

$

9.83

Total return3

4.64

%

7.87

%

11.76

%

(0.75

)%4

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

612

$

468

$

406

$

147

Ratio of expenses to average net assets before reductions

0.47

%

0.48

%

0.52

%

0.67

%5

Fee waiver6

%

%

(0.02

)%

(0.17

)%5

Ratio of expenses to average net assets after reductions

0.47

%

0.48

%

0.50

%

0.50

%5

Ratio of net investment income to average net assets

3.19

%

3.24

%

3.49

%

3.12

%5

Portfolio turnover rate

69

%

116

%

77

%

94

%4

____________

1

Calculated using average shares outstanding for the period.

2

Less than $0.01.

3

Assumes the reinvestment of distributions.

4

Not annualized.

5

Annualized with the exception of audit fees, legal fees and registration fees.

6

The ratio of expenses to average net assets for the years ended October 31, 2021, 2020, 2019 and the period ended October 31, 2018 reflect fees reduced as result of a contractual operating expense limitation of the Fund to 0.50%. The agreement is effective through March 1, 2022 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the years ended October 31, 2021, 2020, 2019 and the period from June 27, 2018 to October 31, 2018, the waived fees were $–, $–, $55,757 and $94,185, respectively.

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

30


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS

October 31, 2021

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 27, 2018 and offers two share classes, Class N and Class I. As of October 31, 2021, Class N shares are not available for purchase by investors but may be offered in the future. The investment objective of the Fund is to provide maximum total return, with an emphasis on current income, consistent with preservation of capital and prudent investment management. Neither Class N shares nor Class I shares automatically convert to any other share class of the Fund. As of October 31, 2021, there were nine 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. Futures 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.

financial statements october 31, 2021

31


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 generally apportioned among each fund in the Trust on a net assets basis or other suitable method. 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 economically 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, 2021, are listed in the Portfolio of Investments.

For the year ended October 31, 2021, the average monthly notional amount of open futures contracts was $108,887,860. The range of monthly notional amounts was $84,977,448 to $165,430,266.

32


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

Fair Values of Derivative Instruments as of October 31, 2021

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

futures contracts

$

80,469

*

Net unrealized

appreciation/

(depreciation) on

futures contracts

$

(2,048,047

)*

Total

$

80,469

$

(2,048,047

)

____________

*

Includes cumulative appreciation/(depreciation) of futures contracts as reported in the Statement of Assets and Liabilities and Notes to Financial Statements. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

Effect of Derivative Instruments on the Statement of Operations

Interest Rate Risk

Net Realized Loss on Derivatives

Futures Contracts

$

(2,141,796

)

Net Change in Unrealized Appreciation/(Depreciation) on

Derivatives Futures Contracts

$

(606,830

)

E.Private Placement 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 or the requirements stated in Regulation S of the 1933 Act (“Private Placement Securities”). A Private Placement Security may be considered illiquid, under SEC Regulations for open-end investment companies, 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 Private Placement Securities has been delegated to the investment adviser. All relevant factors will be considered in determining the liquidity of Private Placement Securities and all investments in Private Placement Securities will be carefully monitored. Information regarding Private Placement Securities is included at the end of the Portfolio of Investments.

financial statements october 31, 2021

33


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 assignment, the Fund acquires the loan in whole or in part and becomes a lender under the loan agreement. The Fund generally has the 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 between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and 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

34


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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, 2021, nor were there any increases or decreases in unrecognized tax benefits for the period 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, 2021, 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 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 amount of $36,718,571 to Class I shareholders during the year ended October 31, 2021. 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, 2021 and 2020, respectively, were as follows:

Distributions paid from:

Ordinary

income

Net

long-term

capital gain

Total

taxable

distributions

Tax return

of capital

Total

distributions

paid

2021:

$

30,192,596

$

6,525,975

$

36,718,571

$

$

36,718,571

2020:

22,866,799

3,484,694

26,351,493

26,351,493

As of October 31, 2021 and 2020, respectively, the components of retained earnings/(accumulated deficit) were as follows:

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$114,713

$

$

(257,363

)

$

1,478,034

$12,152,873

$13,488,257

2020:

13,177,330

6,525,346

1,053,299

5,687,831

26,443,806

financial statements october 31, 2021

35


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

The Fund had $257,363 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2021, of which $205,257 and $52,106, is attributable to short-term and long-term capital losses, respectively.

The Fund is permitted to carryforward capital losses 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, if any, 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. Effective June 27, 2018 (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 pays a combined fee for investment advisory and administrative services calculated daily and paid monthly at an annual rate equivalent to 0.40% per annum. For the year ended October 31, 2021, the Fund incurred $2,183,036 for services under the Agreement.

B.Investment Advisory and Administrative Fee Waivers. Effective June 27, 2018 (commencement of operations), the Investment Adviser has contractually agreed to waive fees and/or reimburse expenses in order to limit the total annual fund operating expenses (excluding interests, taxes, brokerage commissions, other expenditures that are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the

36


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

Fund’s business) for Class I shares to 0.50%. The agreement will terminate on March 1, 2022, 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, 2021, the Investment Adviser waived fees in the amount of $0 for Class I.

C.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction-based fee. The fund accounting fee is an asset-based fee calculated at 0.004% of the Fund’s net asset value. For the year ended October 31, 2021, the Fund incurred $111,836 in custody and fund accounting fees. The Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned by the Fund for the year ended October 31, 2021 was $6,306. This amount is included in “Interest income” in the Statement of Operations. 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, 2021, was $119. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

D.Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the year ended October 31, 2021, the Fund incurred $60,547 in independent Trustee compensation and expense reimbursements.

E.Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

4.Investment Transactions. For the year ended October 31, 2021, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $521,663,175 and $369,000,563, respectively.

financial statements october 31, 2021

37


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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. Transactions in Class I shares were as follows:

 

For the year ended

For the year ended

October 31, 2021

October 31, 2020

Shares

Dollars

Shares

Dollars

Class I

Shares sold

20,537,274

$

216,267,575

11,360,524

$

119,485,340

Shares issued in connection with reinvestments of dividends

293,453

3,100,657

182,738

1,898,492

Proceeds from short-term redemption fees

N/A

2,369

N/A

4,617

Shares redeemed

(5,908,472

)

(62,053,028

)

(6,380,176

)

(66,597,003

)

Net increase

14,922,255

$

157,317,573

5,163,086

$

54,791,446

6. Principal Risk Factors and Indemnifications.

A.Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to failure of a counterparty to a transaction to perform (credit risk), changes in interest rates (interest rate risk), higher volatility for securities with longer maturities (maturity risk), financial performance or leverage of the issuer (issuer risk), difficulty in being able to purchase or sell a security (illiquid investment 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). Investments in other investment companies are subject to market and selection risk, as well as the specific risks associated with the investment companies’ portfolio securities (investment in other investment companies risk), and risks from investing in securities of issuers based in developing countries (emerging markets 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). 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). Due to uncertainty regarding the ability of the issuer to pay principal and interest, securities that are rated below investment grade (i.e., Ba1/BB+ or lower) (junk bond risk), and their unrated equivalents, may be subject to greater risks than securities which have higher credit ratings, including a high risk of default. If the issuer of the securities in which the Fund invests redeems them before maturity the Fund may have to reinvest the proceeds in securities that pay a lower

38


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

interest rate (call risk). The Fund invests in asset-backed (asset-backed securities risk) 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). Loan participations, delayed funding loans and revolving credit facilities may have the effect of requiring the Fund to increase its investments in a company at a time when it might not otherwise decide to do so (loan 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. Natural disasters, the spread of infectious illness and other public health emergencies, recession, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse effects on world economies and markets generally (market risk). A significant investment of Fund assets within one or more sectors, industries, securities and/or durations may increase the Fund’s sensitivity to adverse economic, business, political, or other, risks associated with such sector, industry, security or duration (sector 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). Even though the Fund’s investments in repurchase agreements are collateralized at all times, there is some risk to the Fund if the other party to the agreement should default on its obligations (repurchase agreement 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 Fund may invest in private placement securities that are issued pursuant to Regulation S and Rule 144A which have not been registered with the U.S. Securities and Exchange Commission ("SEC"). These securities may be subject to contractual restrictions which prohibit or limit their resale (private placement risk). LIBOR is scheduled to be phased out by the end of 2021. The unavailability and/or discontinuation of LIBOR may affect the value, liquidity or return on certain fund investments that mature later than 2021 and may result in costs incurred in connection with closing out positions and entering into new positions. Any pricing adjustments to the fund’s investments resulting from a substitute reference rate may also adversely affect the fund’s performance and/or net asset value (LIBOR transition risk). The extent

financial statements october 31, 2021

39


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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.

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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

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

7.Subsequent Events. BBH, the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH's Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

40


BBH INCOME FUND


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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, 2021, to October 31, 2021).

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, 2021

41


BBH INCOME FUND


DISCLOSURE OF FUND EXPENSES (continued)

October 31, 2021 (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, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Class I

Actual

$

1,000

$

1,023

$

2.40

Hypothetical2

$

1,000

$

1,023

$

2.40

________________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.47% for Class I shares, multiplied by the average account value over the period and 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.

42


BBH INCOME FUND


CONFLICTS OF INTEREST

October 31, 2021 (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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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.

financial statements october 31, 2021

43


BBH INCOME FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Other Clients and Allocation of Investment Opportunities. BBH, the Investment Adviser, and the Sub-Adviser manage funds and accounts of clients other than the Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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 Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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.

44


BBH INCOME FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Affiliated Service Providers. Other potential conflicts might include conflicts between the Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser's decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

financial statements october 31, 2021

45


BBH INCOME FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds 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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on

46


BBH INCOME FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

financial statements october 31, 2021

47


BBH INCOME FUND


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

The Fund hereby designates $6,525,975 as an approximate amount of capital gain dividend for the purpose of dividends paid deduction.

The qualified investment income (“QII”) percentage for the period ended October 31, 2021 was 81.64%. In January 2022, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2021. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

48


TRUSTEES AND OFFICERS OF BBH INCOME FUND


(unaudited)

Information pertaining to the Trustees and executive officers of the Trust as of October 31, 2021 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 Trustee^

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.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment adviser.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds); Director of Teton Advisors, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018-present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

financial statements october 31, 2021

49


TRUSTEES AND OFFICERS OF BBH INCOME 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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

50


TRUSTEES AND OFFICERS OF BBH INCOME 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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation,

April 2015-March 2020.

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.

financial statements october 31, 2021

51


TRUSTEES AND OFFICERS OF BBH INCOME 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

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.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year: 1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since 2021; joined BBH&Co. in 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP, April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 – April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

52


BBH INCOME FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

October 31, 2021 (unaudited)

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry in order to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of BBH Trust met on March 9, 2021 to review the liquidity risk management program (the “Program”) for the funds of BBH Trust (the “Funds”) pursuant to the Liquidity Rule. The Board has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the Funds, as the Program Administrator for each Fund’s Program. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness of the Program. The Report covered the period from February 1, 2020 through January 31, 2021 (the “Reporting Period”).

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following points.

Liquidity classification. The Report described the Program’s liquidity classification methodology for categorizing the Funds’ investments into one of four liquidity buckets.

Highly Liquid Investment Minimum. The Report noted that one aspect of the Liquidity Rule is a requirement that funds that are expected to have less than 50% of assets classified as other than “highly liquid” should establish a minimum percentage of highly liquid assets that the fund is expected to hold on an on-going basis. The Program Administrator monitors the percentages of assets in each category on an ongoing basis and, given that no Fund has approached the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum as provided for in the Liquidity Rule to any of the Funds.

The Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed whether each Fund’s investment strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets and factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account.

Short-term and long-term cash flow projections during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Program Administrator also took into consideration other factors such as shareholder ownership concentration, applicable distribution channels and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

Holdings of cash and cash equivalents. The Program Administrator considered the degree to which each Fund held cash and cash equivalents as a component of each Fund’s ability to meet redemption requests.

financial statements october 31, 2021

53


BBH INCOME FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

October 31, 2021 (unaudited)

There were no material changes to the Program during the Reporting Period. The Program Administrator has informed the Board that it believes that the Fund’s Program is adequately designed, has been implemented as intended, and has operated effectively since its implementation. No material exceptions have been noted since the implementation of the Program, and there were no liquidity events that impacted the Fund or its ability to meet redemption requests on a timely basis during the Reporting Period.

54


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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

 

 


image provided by client

 

Annual Report

OCTOBER 31, 2021

BBH Select Series — Large Cap Fund


BBH SELECT SERIES – LARGE CAP FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

Our primary goal in managing the BBH Select Series – Large Cap Fund (“the Fund”) is to provide attractive compounded returns over full market cycles in a risk-conscious way. We employ a bottom-up, fundamentals-based process that seeks to invest in competitively advantaged, well-managed, cash generative businesses that provide essential products and services. With reducing the likelihood of a permanent capital loss for each investment being one of our key goals, we work to explicitly identify key risks outside of company management’s control so that we can contemplate the range of potential outcomes for each business. Our portfolio construction decisions are driven by an approach that considers the quality of the businesses, their long-term growth prospects and their valuation levels relative to our appraisals of intrinsic value*. We invest with a long-term ownership perspective and an expectation that our returns will be driven not by short-term trading activity, but instead by the underlying earnings power of the businesses, their effectiveness at deploying capital and their operational and financial resilience during periods of economic stress. We do not prioritize benchmark sensitivity in managing the Fund – neither in terms of sector exposures nor individual position weights. As a result, we expect that our active share** will remain relatively high, and therefore the performance of the Fund may differ meaningfully – both positively and negatively – from major indexes at various points within a market cycle as we maintain our independent perspective and focus on long-term compounding.

The Institutional Share class of the Fund rose by 37.6% net of fees during its fiscal year ended October 31, 2021. During the same period, the S&P 500 Index (“S&P 500”) returned 42.9%. Since its inception on September 9, 2019, the Fund returned 17.7% on an annualized basis, compared to 24.6% for the S&P 500. Notably, the strong absolute returns for both the Fund and the Index in fiscal 2021 were influenced by the widespread economic recovery and improving investor confidence following the pandemic-induced disruption that affected fiscal 2020.

During fiscal 2021 and since inception, the Fund’s annualized return differential vis-à-vis the performance of the S&P 500 has resulted primarily from our under-exposure to the small group of mega-cap technology and Internet companies that drove a substantial share of the Index’s returns. Nevertheless, we believe our portfolio companies have executed well and have produced solid growth and fundamental performance while maintaining appropriately conservative capital structures. These achievements are evident at the aggregate portfolio level, where we have observed attractive growth in revenue and earnings, strong profit margins, solid returns on capital and reasonable debt levels (relative to pre-tax cash flows).

The Fund’s largest positive contributors during fiscal 2021 were Alphabet Inc., Arthur J. Gallagher & Co., Berkshire Hathaway Inc. and Oracle Corp. The share prices of each of the four companies benefited from rebounding economic activity, strong competitive positioning and beneficial capital allocation.

________________

*

Intrinsic value is an estimate of the present value of the cash that a business can generate and distribute to shareholders over its remaining life.

**

Active Share is a measure of how much a portfolio’s holdings deviate from its benchmark index.

financial statements october 31, 2021

3


BBH SELECT SERIES – LARGE CAP FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

The Fund’s largest detractors during fiscal 2021 were Colgate-Palmolive Co., Brown-Forman Corp., Perrigo Inc. and Henry Schein Inc. While there were specific circumstances affecting the fundamental performance of each company during the year, they also shared a common attribute of being perceived as relatively defensive, which acted as a sentiment headwind in the context of a broader market that was heavily driven by growth and momentum characteristics. We sold our positions in Perrigo and Henry Schein in January 2021 and March 2021, respectively.

During fiscal 2021, the Fund made new investments in Graco Inc., Sherwin-Williams Co., Abbott Laboratories and S&P Global Inc., all of which we view as being well-positioned leaders in attractive market segments with durable growth characteristics. In addition to the exits of Perrigo and Henry Schein, the Fund also sold its holdings of Allegion PLC, FleetCor Technologies Inc. and Comcast Corp. based on our assessments of their attractiveness relative to other investment opportunities.

As of October 31, 2021, the Fund had positions in 31 companies, with approximately 48% of the assets held in the ten largest holdings. The Fund ended the fiscal year trading at roughly 94% of our underlying intrinsic value estimates on a weighted average basis.

During fiscal 2021, Nicholas Haffenreffer joined the BBH Select Series – Large Cap investment team as a Portfolio Manager. Prior to joining BBH, he had been Principal, Chief Investment Officer and Portfolio Manager at Torray LLC, overseeing the TorrayResolute Concentrated Large Growth strategy and the TorrayResolute Small/Mid Cap Growth strategy. Previously, Nicholas had founded Resolute Capital Management in 1998 and merged the company with Torray in 2010. Earlier in his career, Nicholas held positions as Director of Research at Farr Miller & Washington, equity analyst at T. Rowe Price Associates, Inc. and equity analyst for Select Equity Group, Inc. Nicholas received a BA from Brown University in 1990.

Nicholas’ philosophy and approach are very well aligned with BBH’s equity investment culture. While our core investment philosophy and key objectives will remain broadly consistent with the past, we do expect that Nicholas’s approach and the tools and techniques he has successfully employed in his career will enhance our investment execution and be additive to our research, portfolio construction and long-term performance.

________________

Portfolio holdings are subject to change.

4


BBH SELECT SERIES – LARGE CAP FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

Growth of $10,000 Invested in BBH Select Series - Large Cap Fund

The graph below illustrates the hypothetical investment of $10,0001 in the Class I shares of the Fund since inception (September 9, 2019) to October 31, 2021 as compared to the S&P 500.

image provided by client

The annualized gross expense ratios as shown in the March 1, 2021 prospectus for Class I and Retail Class shares were 0.74% and 3.48%, 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 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 S&P 500 is an unmanaged weighted index of 500 stocks providing a broad indicator of stock price movements. The composition of the index is materially different than the Fund’s holdings. The index is unmanaged. Investments cannot be made in an index.

financial statements october 31, 2021

5


BBH SELECT SERIES – LARGE CAP FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

October 31, 2021

To the Trustees of the BBH Trust and Shareholders of BBH Select Series – Large Cap Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Select Series – Large Cap Fund (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, 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, the financial highlights for each of the two years in the period then ended and for the period from September 9, 2019 (commencement of operations) to October 31, 2019, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, and 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 two years in the period then ended and for the period from September 9, 2019 (commencement of operations) to October 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

6


BBH SELECT SERIES – LARGE CAP FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

financial statements october 31, 2021

7


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO ALLOCATION

October 31, 2021

SECTOR DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Basic Materials

$

48,920,990

10.4

%

Communications

70,675,660

15.1

Consumer Cyclical

71,429,093

15.3

Consumer Non-Cyclical

127,055,287

27.1

Financials

87,134,250

18.5

Industrials

32,462,274

6.9

Technology

21,422,262

4.6

Cash and Other Assets in Excess of Liabilities

9,752,834

2.1

NET ASSETS

$

468,852,650

100.0

%

All data as of October 31, 2021. 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 SELECT SERIES – LARGE CAP FUND


PORTFOLIO OF INVESTMENTS

October 31, 2021

Shares

Value

 

COMMON STOCK (97.9%)

BASIC MATERIALS (10.4%)

102,055

Celanese Corp. (Series A)

$

16,482,903

66,060

Linde, Plc. (Ireland)

21,086,352

35,854

Sherwin-Williams Co.

11,351,735

Total Basic Materials

48,920,990

 

COMMUNICATIONS (15.1%)

13,263

Alphabet, Inc. (Class C)1

39,330,233

6,526

Amazon.com, Inc.1

22,008,478

3,857

Booking Holdings, Inc.1

9,336,949

Total Communications

70,675,660

 

CONSUMER CYCLICAL (15.3%)

134,128

Copart, Inc.1

20,828,737

32,751

Costco Wholesale Corp.

16,098,427

39,576

Dollar General Corp.

8,766,876

96,160

NIKE, Inc. (Class B)

16,086,607

90,963

Starbucks Corp.

9,648,446

Total Consumer Cyclical

71,429,093

 

CONSUMER NON-CYCLICAL (27.1%)

96,192

Abbott Laboratories

12,398,187

214,140

Alcon, Inc. (Switzerland)

17,850,710

121,016

Baxter International, Inc.

9,555,423

147,908

Brown-Forman Corp. (Class B)

10,041,474

131,669

Colgate-Palmolive Co.

10,031,861

47,508

Diageo, Plc. ADR (United Kingdom)

9,485,922

59,560

Nestle S.A. ADR (Switzerland)

7,851,199

26,961

S&P Global, Inc.

12,783,828

22,288

Thermo Fisher Scientific, Inc.

14,109,864

106,137

Zoetis, Inc. (Class A)

22,946,819

Total Consumer Non-Cyclical

127,055,287

 

FINANCIALS (18.5%)

135,096

Arthur J Gallagher & Co.

22,651,546

62

Berkshire Hathaway, Inc. (Class A)1

26,839,924

48,487

Mastercard, Inc. (Class A)

16,268,358

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

financial statements october 31, 2021

9


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Shares

Value

 

 

COMMON STOCKS (continued)

FINANCIALS (continued)

144,655

Progressive Corp

$

13,724,866

36,122

Visa, Inc. (Class A)

7,649,556

Total Financials

87,134,250

 

INDUSTRIALS (6.9%)

156,489

AO Smith Corp.

11,434,651

123,866

Graco, Inc.

9,312,246

73,116

Waste Management, Inc.

11,715,377

Total Industrials

32,462,274

 

 

TECHNOLOGY (4.6%)

21,664

KLA Corp.

8,075,473

139,116

Oracle Corp.

13,346,789

Total Technology

21,422,262

Total Common Stock

(Cost $313,485,314)

459,099,816

TOTAL INVESTMENTS (Cost $313,485,314)2

97.9

%

$

459,099,816

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

2.1

%

9,752,834

NET ASSETS

100.00

%

$

468,852,650

____________

1

Non-income producing security.

2

The aggregate cost for federal income tax purposes is $313,485,772, the aggregate gross unrealized appreciation is $145,614,502 and the aggregate gross unrealized depreciation is $458, resulting in net unrealized appreciation of $145,614,044.

Abbreviation:

ADR – American Depositary Receipt.

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

10


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

FAIR VALUE MEASUREMENTS

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

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, 2021

11


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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

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

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

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2021.

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, 2021

Common Stock:

Basic Materials

$

48,920,990

$

$

$

48,920,990

Communications

70,675,660

70,675,660

Consumer Cyclical

71,429,093

71,429,093

Consumer Non-Cyclical

127,055,287

127,055,287

Financials

87,134,250

87,134,250

Industrials

32,462,274

32,462,274

Technology

21,422,262

21,422,262

Investments, at value

$

459,099,816

$

$

$

459,099,816

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

12


BBH SELECT SERIES – LARGE CAP FUND


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments in securities, at value (Cost $313,485,314)

$

459,099,816

Cash

9,407,690

Receivables for:

Shares sold

466,811

Dividends

379,385

Investment advisory and administrative fee waiver reimbursement

3,531

Interest

509

Prepaid assets

6,966

Total Assets

469,364,708

LIABILITIES:

Payables for:

Investment advisory and administrative fees

254,652

Shares redeemed

180,976

Professional fees

50,375

Custody and fund accounting fees

9,000

Transfer agent fees

6,574

Board of Trustees' fees

1,111

Distribution fees

384

Accrued expenses and other liabilities

8,986

Total Liabilities

512,058

NET ASSETS

$

468,852,650

Net Assets Consist of:

Paid-in capital

$

307,727,810

Retained earnings

161,124,840

Net Assets

$

468,852,650

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS I SHARES

($466,977,130 ÷ 33,067,959 shares outstanding)

$14.12

RETAIL CLASS SHARES

($1,875,520 ÷ 134,098 shares outstanding)

$13.99

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

financial statements october 31, 2021

13


BBH SELECT SERIES – LARGE CAP FUND


STATEMENT OF OPERATIONS

For the year ended October 31, 2021

NET INVESTMENT INCOME:

Income:

Dividends (net of foreign withholding taxes of $36,583)

$

4,493,021

Interest income

58,719

Other income

23

Total Income

4,551,763

Expenses:

Investment advisory and administrative fees

2,984,373

Board of Trustees' fees

60,050

Professional fees

59,813

Transfer agent fees

39,165

Custody and fund accounting fees

34,411

Distribution fees

4,278

Miscellaneous expenses

68,235

Total Expenses

3,250,325

Investment advisory and administrative fee waiver

(27,841

)

Net Expenses

3,222,484

Net Investment Income

1,329,279

NET REALIZED AND UNREALIZED GAIN:

Net realized gain on investments in securities

24,792,983

Net change in unrealized appreciation/(depreciation) on investments in securities

117,074,293

Net Realized and Unrealized Gain

141,867,276

Net Increase in Net Assets Resulting from Operations

$

143,196,555

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

14


BBH SELECT SERIES – LARGE CAP FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31,

2021

2020

INCREASE (DECREASE) IN NET ASSETS:

Operations:

Net investment income

$

1,329,279

$

1,354,299

Net realized gain (loss) on investments in securities and foreign exchange transactions and translations

24,792,983

(9,767,949

)

Net change in unrealized appreciation/(depreciation) on investments in securities and foreign currency translations

117,074,293

22,620,092

Net increase in net assets resulting from operations

143,196,555

14,206,442

Dividends and distributions declared:

Class I

(1,483,494

)

(170,101

)

Retail Class

(5,835

)

Total dividends and distributions declared

(1,489,329

)

(170,101

)

Share transactions:

Proceeds from sales of shares*

70,848,905

106,103,818

Net asset value of shares issued to shareholders for reinvestment of dividends and distributions

296,987

30,580

Proceeds from short-term redemption fees

40

2,937

Cost of shares redeemed*

(132,867,067

)

(130,069,475

)

Net decrease in net assets resulting from share transactions.

(61,721,135

)

(23,932,140

)

Total increase (decrease) in net assets

79,986,091

(9,895,799

)

NET ASSETS:

Beginning of year

388,866,559

398,762,358

End of year

$

468,852,650

$

388,866,559

____________________________

 * 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, 2021

15


BBH SELECT SERIES – LARGE CAP FUND


FINANCIAL HIGHLIGHTS

Selected per share data and ratios for a Class I share outstanding throughout each period.

For the years ended October 31,

For the period from

September 9, 2019

(commencement of

operations) to

October 31, 2019

2021

2020

Net asset value, beginning of period

$

10.30

$

10.12

$

10.00

Income from investment operations:

Net investment income1

0.04

0.03

0.01

Net realized and unrealized gain

3.74

0.15

0.11

Total income from investment operations

3.78

0.18

0.12

Short-term redemption fees1

0.00

2

0.00

2

Less dividends and distributions:

From investment income

0.04

0.00

2

Total dividends and distributions

0.04

0.00

2

Net asset value, end of period

$

14.12

$

10.30

$

10.12

Total return3

37.56

%

1.82

%

1.20

%4

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

467

$

387

$

397

Ratio of expenses to average net assets before reductions

0.70

%

0.74

%

0.75

%5

Fee waiver

%6

%6

(0.01

)%5,6

Ratio of expenses to average net assets after reductions

0.70

%

0.74

%

0.74

%5

Ratio of net investment income to average net assets

0.29

%

0.34

%

0.52

%5

Portfolio turnover rate

18

%

38

%

0

%4

____________

1

Calculated using average shares outstanding for the period.

2

Less than $0.01.

3

Assumes the reinvestment of distributions.

4

Not annualized.

5

Annualized with the exception of audit fees, legal fees and registration fees.

6

The ratio of expenses to average net assets for the years ended October 31, 2021, 2020 and the period ended October 31, 2019 reflect fees reduced as result of a contractual operating expense limitation of the share class of 0.80%. The Agreement is effective through March 1, 2022 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the years ended October 31, 2021, 2020 and the period from September 9, 2019 to October 31, 2019 the waived fees were $0, $0 and $27,976, respectively.

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

16


BBH SELECT SERIES – LARGE CAP FUND


FINANCIAL HIGHLIGHTS (continued)

Selected per share data and ratios for a Retail Class share outstanding throughout each period.

For the years ended October 31,

For the period from

September 9, 2019

(commencement of

operations) to

October 31, 2019

2021

2020

Net asset value, beginning of period

$

10.24

$

10.09

$

10.00

Income from investment operations:

Net investment income (loss)1

(0.01

)

0.00

2

0.01

Net realized and unrealized gain

3.72

0.15

0.08

Total income from investment operations

3.71

0.15

0.09

Short-term redemption fees1

0.00

2

Less dividends and distributions:

From investment income

0.04

Total dividends and distributions

0.04

Net asset value, end of period

$

13.99

$

10.24

$

10.09

Total return3

37.10

%

1.49

%

0.90

%4

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

2

$

2

$

2

Ratio of expenses to average net assets before reductions

2.68

%

3.48

%

5.79

%5

Fee waiver

(1.63

)%6

(2.43

)%6

(4.74

)%5,6

Ratio of expenses to average net assets after reductions

1.05

%

1.05

%

1.05

%5

Ratio of net investment (loss) income to average net assets

(0.06

)%

0.03

%

0.46

%5

Portfolio turnover rate

18

%

38

%

0

%4

____________

1

Calculated using average shares outstanding for the period.

2

Less than $0.01.

3

Assumes the reinvestment of distributions.

4

Not annualized.

5

Annualized with the exception of audit fees, legal fees and registration fees.

6

The ratio of expenses to average net assets for the years ended October 31, 2021, 2020 and the period ended October 31, 2019 reflect fees reduced as result of a contractual operating expense limitation of the share class of 1.05%. The Agreement is effective through March 1, 2022 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the years ended October 31, 2021, 2020 and the period from September 9, 2019 to October 31, 2019 the waived fees were $27,841, $47,750 and $8,357, respectively.

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

financial statements october 31, 2021

17


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS

October 31, 2021

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 September 9, 2019 and offers two share classes, Class I and Retail Class. Neither Class I shares nor Retail Class shares automatically convert to any other share class of the Fund. The investment objective of the Fund is to provide investors with long-term growth of capital. As of October 31, 2021, there were nine 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) 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.

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 generally apportioned among each fund in the Trust

18


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

on a net assets basis or other suitable method. 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 between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and 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, 2021, 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, 2021, 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 open tax period since September 9, 2019 (commencement of operations). 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 annually 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 and distributions in the amount of $1,483,494 and $5,835 to Class I shares and Retail Class shareholders, respectively, during the year ended October 31, 2021.

financial statements october 31, 2021

19


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

The tax character of distributions paid during the years ended October 31, 2021 and 2020, respectively, were as follows:

Distributions paid from:

Ordinary

income

Net

long-term

capital gain

Total

taxable

distributions

Tax return

of capital

Total

distributions

paid

2021:

$

1,489,329

$

$

1,489,329

$

$

1,489,329

2020:

170,101

170,101

170,101

As of October 31, 2021 and 2020, respectively, the components of retained earnings/(accumulated deficit) were as follows:

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$

1,114,173

$

14,316,835

$

$

(458

)

$

145,694,290

$

161,124,840

 

2020:

1,354,013

(9,767,949

)

28,540,209

20,126,273

 

The Fund did not have a net capital loss carryforward at October 31, 2021.

The Fund is permitted to carryforward capital losses 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) would be attributable primarily to the tax deferral of losses on wash sales, if applicable.

To the extent future capital gains are offset by capital loss carryforwards, if any, such gains will not be distributed.

F.Use of Estimates. The preparation of the financial statements in 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.

20


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 0.65% per annum on the first $3 billion of the Fund’s average daily net assets and 0.60% per annum on the Fund’s average daily net assets over $3 billion. For year ended October 31, 2021, the Fund incurred $2,984,373 under the Agreement.

B.Investment Advisory and Administrative Fee Waivers. Effective September 9, 2019 (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 I and Retail Class to 0.80%. The agreement will terminate on March 1, 2022, 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, 2021, the Investment Adviser waived fees in the amount of $0 and $27,841 for Class I and Retail Class, respectively.

C.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 distribution-related 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 in Retail Class shares and may cost the Retail Class 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 no greater than 1.05% of the average daily net assets. For the year ended October 31, 2021, Retail Class shares of the Fund incurred $4,278 for Distribution (12b-1) Fees. This amount is presented under line item “Distribution fees” in the Statement of Operations.

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, 2021, the Fund incurred $34,411 in custody and fund accounting fees. As per agreement with the Fund’s custodian, the Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned

financial statements october 31, 2021

21


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

by the Fund for the year ended October 31, 2021 was $58,719. This amount is included in "interest income" in the Statement of Operations. 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, 2021, was $53. 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, 2021, the Fund incurred $60,050 in independent Trustee compensation and expense reimbursements.

F.Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

4.Investment Transactions. For the year ended October 31, 2021, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $82,483,484 and $150,423,905, respectively.

5.Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class I and Retail Class shares of beneficial interest at no par value. Transactions in Class I and Retail Class shares were as follows:

For the year ended October 31, 2021

For the year ended October 31, 2020

Shares

Dollars

Shares

Dollars

Class I

 

 

 

 

Shares sold

5,766,662

 

$

70,599,590

 

11,524,670

 

$

105,474,945

 

Shares issued in connection with reinvestments of dividends

25,428

 

291,152

 

2,943

 

30,580

 

Proceeds from short-term redemption fees

N/A

 

40

 

N/A

 

2,937

 

Shares redeemed

(10,274,265

)

(131,739,744

)

(13,218,054

)

(129,851,574

)

Net increase

(4,482,175

)

$

(60,848,962

)

(1,690,441

)

$

(24,343,112

)

Retail Class

 

 

 

 

Shares sold

20,099

 

$

249,315

 

63,876

 

$

628,873

 

Shares issued in connection with reinvestments of dividends

513

 

5,835

 

 

 

Proceeds from short-term redemption fees

N/A

 

 

N/A

 

 

Shares redeemed

(98,352

)

(1,127,323

)

(21,650

)

(217,901

)

Net increase

(77,740

)

$

(872,173

)

42,226

 

$

410,972

 

22


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the year ended October 31, 2021. Specifically:

During the year ended October 31, 2021, 357 shares of Retail Class were exchanged for 354 shares of Class I valued at $4,518.

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. Natural disasters, the spread of infectious illness and other public health emergencies, recession, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse effects on world economies and markets generally (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.

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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

financial statements october 31, 2021

23


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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

7.Subsequent Events. BBH, the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH’s Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

24


BBH SELECT SERIES – LARGE CAP FUND


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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, 2021 to October 31, 2021).

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, 2021

25


BBH SELECT SERIES – LARGE CAP FUND


DISCLOSURE OF FUND EXPENSES (continued)

October 31, 2021 (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, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Class I

Actual

$1,000

$1,100

$3.70

Hypothetical2

$1,000

$1,022

$3.57

Beginning

Account Value

May 1, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Retail Class

Actual

$1,000

$1,098

$5.55

Hypothetical2

$1,000

$1,020

$5.35

________________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.70% and 1.05% for Class I and Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by 184/365.

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.

26


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST

October 31, 2021 (unaudited)

Description of Potential Material Conflicts of Interest - Investment Adviser

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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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 Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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

financial statements october 31, 2021

27


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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 Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

28


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser or the Sub-Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

financial statements october 31, 2021

29


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds 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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

30


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

financial statements october 31, 2021

31


BBH SELECT SERIES – LARGE CAP FUND


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

The Fund hereby designates $708,659 as an approximate amount of capital gain dividend for the purpose of dividends paid deduction.

In January 2022, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2021. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

32


TRUSTEES AND OFFICERS OF BBH SELECT SERIES – LARGE CAP FUND


(unaudited)

Information pertaining to the Trustees and executive officers of the Trust as of October 31, 2021 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 Trustee^

 

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 advisor.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment advisor.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds), Director, Teton Advisers, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018-Present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

financial statements october 31, 2021

33


TRUSTEES AND OFFICERS OF BBH SELECT SERIES – LARGE CAP 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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

34


TRUSTEES AND OFFICERS OF BBH SELECT SERIES – LARGE CAP 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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation, April 2015 - March 2020.

financial statements october 31, 2021

35


TRUSTEES AND OFFICERS OF BBH SELECT SERIES – LARGE CAP 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.

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.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year:1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since June 2021; joined BBH&Co. in 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP, April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 - April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

36


BBH SELECT SERIES – LARGE CAP FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

October 31, 2021 (unaudited)

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry in order to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of BBH Trust met on March 9, 2021 to review the liquidity risk management program (the “Program”) for the funds of BBH Trust (the “Funds”) pursuant to the Liquidity Rule. The Board has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the Funds, as the Program Administrator for each Fund’s Program. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness of the Program. The Report covered the period from February 1, 2020 through January 31, 2021 (the “Reporting Period”).

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following points.

Liquidity classification. The Report described the Program’s liquidity classification methodology for categorizing the Funds’ investments into one of four liquidity buckets.

Highly Liquid Investment Minimum. The Report noted that one aspect of the Liquidity Rule is a requirement that funds that are expected to have less than 50% of assets classified as other than “highly liquid” should establish a minimum percentage of highly liquid assets that the fund is expected to hold on an on-going basis. The Program Administrator monitors the percentages of assets in each category on an ongoing basis and, given that no Fund has approached the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum as provided for in the Liquidity Rule to any of the Funds.

The Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed whether each Fund’s investment strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets and factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account.

Short-term and long-term cash flow projections during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Program Administrator also took into consideration other factors such as shareholder ownership concentration, applicable distribution channels and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

Holdings of cash and cash equivalents. The Program Administrator considered the degree to which each Fund held cash and cash equivalents as a component of each Fund’s ability to meet redemption requests.

financial statements october 31, 2021

37


BBH SELECT SERIES – LARGE CAP FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

October 31, 2021 (unaudited)

There were no material changes to the Program during the Reporting Period. The Program Administrator has informed the Board that it believes that the Fund’s Program is adequately designed, has been implemented as intended, and has operated effectively since its implementation. No material exceptions have been noted since the implementation of the Program, and there were no liquidity events that impacted the Fund or its ability to meet redemption requests on a timely basis during the Reporting Period.

38


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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

 

 


image provided by client

 

Annual Report

OCTOBER 31, 2021

BBH Intermediate Municipal Bond Fund


BBH INTERMEDIATE MUNICIPAL BOND FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

BBH Intermediate Municipal Bond Fund (the “Fund”) Class I produced a total return of 1.21% (net of fees and expenses) for the twelve-month period ending October 31, 2021 as compared to its benchmark, Bloomberg 1-15 Year Municipal Index1 which had a return of 1.78% over the same period. Longer-term performance remains strong and our team was excited that the Fund received a Lipper award in the spring as the top performing intermediate municipal debt fund over the five years period ending December 31, 2020. The Fund was assessed against 55 funds in this category. Ratings are based on risk-adjusted performance.*

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 that provide attractive yields or return potential. Our objective and strategy have remained the same since we launched the Fund on April 1, 2014. We are pleased that the Fund’s net assets continued to grow and ended October at just under $870 million.

In the Municipal market, valuations are often disconnected from their underlying fundamentals, particularly during periods of heightened market volatility. In the early stages of the pandemic, investors were consumed by widespread fears of credit insolvencies. Since then, effective vaccines, record fiscal stimulus, and ultra-accommodative monetary policy helped the economy recover quickly and fueled investor demand for lower-rated credits, pushing spreads to historic low levels.

For the twelve-month period, intermediate five- to ten-year maturity tax-exempt interest rates increased by 30 basis points2, while short and long maturities remained stable. During this time, the credit-sensitive portions of the Municipal market generated historically strong results. Relative to an equal-weighted blend of AAA- and AA-rated securities, BBB-rated debt outperformed by 550 basis points and Municipal High Yield outperformed by over 850 basis points during the year. The Fund’s exposure to BBB-rated bonds has been modest, at around 5%, and it has zero high-yield exposure. The Fund owns a portfolio of resilient, higher-quality credits which benefited during the early stages of the pandemic but lagged during the recovery over the last twelve months.

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, 2021, the Fund held approximately 65% of its net assets in Revenue Bonds and the balance in GOs. Within the Revenue sector, the Fund’s largest exposure was to State Housing Finance Authority (HFA) sector, which comprised 16% of net assets at the end of the fiscal year.

Over the past year, we continued to identify better opportunities in bonds with non-standard coupons than in traditional 5% coupon, fixed-rate municipal bonds, The Fund holds meaningful exposures of floating-rate notes and zero-coupon bonds. As of October 31st, these two types of bonds comprised 12% and 16% of the fund’s net assets, respectively. This year, we also actively invested in a range of high-quality new issues with 6- to 12-month delayed settlement periods. As of fiscal year-end, the Fund holds 9% of its net assets in these bonds that have yet to settle. Although these opportunities generally offered comparable yields and return potential compared to lower-rated investment-grade bonds, they underperformed on a relative basis.

financial statements october 31, 2021

3


BBH INTERMEDIATE MUNICIPAL BOND FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

Despite the performance headwinds from low-rated credit rally, we believe the Fund is well-positioned going forward, with ample liquidity to take advantage of market volatility and a weakening in credit valuations. We view current valuations as heavily reliant on fiscal and monetary stimulus and look forward to our opportunity set broadening as these stimulus measures recede.

The Refinitiv Lipper Fund Awards, granted annually, highlight funds and fund companies that have excelled in delivering consistently strong risk-adjusted performance relative to their peers. The Refinitiv Lipper Fund Awards are based on the Lipper Leader for Consistent Return rating, which is a risk-adjusted performance measure calculated over 36, 60 and 120 months. The fund with the highest Lipper Leader for Consistent Return (Effective Return) value in each eligible classification wins the Refinitiv Lipper Fund Award. For more information, see lipperfundawards.com. Although Refinitiv Lipper makes reasonable efforts to ensure the accuracy and reliability of the data contained herein, the accuracy is not guaranteed by Refinitiv Lipper. The BBH Intermediate Municipal Bond Fund (Class I) competed with 55 portfolios in the Intermediate Municipal Debt Funds category for the five-year period ending December 31, 2020. Lipper Fund Awards are based on the Institutional Class shares. Other share classes may have different performance characteristics. Past performance does not guarantee future results.

Thank you for your continued confidence and stay well.

________________

There is no assurance the objective will be achieved. Holdings are subject to change.

*

Refinitiv Lipper Fund Awards, ©2021 Refinitiv. All rights reserved. Used under license.

1

Bloomberg 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. Bloomberg® and the Bloomberg indexes are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the index (collectively, “Bloomberg”) and have been licensed for use for certain purposes by Brown Brothers Harriman & Co (BBH). Bloomberg is not affiliated with BBH, and Bloomberg does not approve, endorse, review, or recommend the BBH strategies. Bloomberg does not guarantee the timeliness, accurateness, or completeness of any data or information relating to the fund.

2

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

4


BBH INTERMEDIATE MUNICIPAL BOND FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)

October 31, 2021

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, 2021 as compared to the BMBB.

image provided by client

The annualized gross expense ratios as shown in the March 1, 2021 prospectus for Class N and Class I shares were 0.71% and 0.47%, 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.

financial statements october 31, 2021

5


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:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Intermediate Municipal Bond Fund (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, 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, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, and 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.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

6


BBH INTERMEDIATE MUNICIPAL BOND FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

financial statements october 31, 2021

7


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO ALLOCATION

October 31, 2021

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

Municipal Bonds

$

948,341,558

109.0

%

 

Liabilities in Excess of Other Assets

(78,161,319

)

(9.0

)

 

NET ASSETS

$

870,180,239

100.0

%

 

All data as of October 31, 2021. BBH Intermediate Municipal Bond Fund’s (the “Fund”) 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

$

251,087,830

26.5

%

 

AA

432,237,880

45.6

 

 

A

181,725,869

19.2

 

 

BBB

71,155,213

7.5

 

 

NR

7,089,227

0.7

 

 

SP-2

5,045,539

0.5

 

 

TOTAL INVESTMENTS

$

948,341,558

100.0

%

 

All data as of October 31, 2021. 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.

8


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

 

MUNICIPAL BONDS (109.0%)

 

 

 

Arizona (0.6%)

$

2,250,000

Coconino County Pollution Control Corp., Revenue Bonds1,2

09/01/32

1.875

%

$

2,291,226

3,000,000

County of Yavapai Industrial Development Authority, Revenue Bonds

06/01/27

1.300

2,990,349

205,000

Salt Verde Financial Corp., Revenue Bonds

12/01/22

5.250

215,188

Total Arizona

5,496,763

 

California (13.1%)

3,640,000

Allan Hancock Joint Community College District, General Obligation Bonds

08/01/42

0.000

3,460,756

510,000

Anaheim City School District, General Obligation Bonds, NPFG3

08/01/24

0.000

497,623

1,000,000

Anaheim City School District, General Obligation Bonds, NPFG3

08/01/26

0.000

941,084

1,040,000

Anaheim City School District, General Obligation Bonds, AGM, NPFG3

08/01/28

0.000

933,243

2,140,000

Anaheim City School District, General Obligation Bonds, AGM, NPFG3

08/01/29

0.000

1,865,318

3,120,000

Anaheim Public Financing Authority, Revenue Bonds, AGM3

09/01/30

0.000

2,674,604

3,000,000

Bay Area Toll Authority, Revenue Bonds

04/01/54

5.000

3,340,449

4,375,000

Burbank Unified School District, General Obligation Bonds, NPFG3

08/01/23

0.000

4,323,693

6,550,000

Burbank Unified School District, General Obligation Bonds, NPFG3

08/01/24

0.000

6,405,040

6,060,000

California Infrastructure & Economic Development Bank, Revenue Bonds (1-Month USD-LIBOR + 0.330%)2

10/01/47

0.388

6,060,728

1,185,000

California Pollution Control Financing Authority, Revenue Bonds1,2

11/01/40

3.125

1,285,021

1,100,000

California State Public Works Board, Revenue Bonds4

08/01/25

5.000

1,224,078

1,470,000

California State Public Works Board, Revenue Bonds4

08/01/26

5.000

1,682,918

2,400,000

California State Public Works Board, Revenue Bonds4

08/01/29

5.000

2,914,239

2,785,000

California State Public Works Board, Revenue Bonds4

08/01/30

5.000

3,432,887

2,560,000

California State Public Works Board, Revenue Bonds4

08/01/31

5.000

3,205,748

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

financial statements october 31, 2021

9


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

California (continued)

$

1,040,000

Chaffey Joint Union High School District, General Obligation Bonds3

08/01/33

0.000

%

$

789,911

1,000,000

Chaffey Joint Union High School District, General Obligation Bonds3

02/01/34

0.000

768,236

800,000

City of Irvine, Special Assessment Bonds2,5

11/01/21

0.010

800,000

4,050,000

Coast Community College District, General Obligation Bonds, AGM3

08/01/28

0.000

3,722,980

1,015,000

Downey Unified School District, General Obligation Bonds3

08/01/33

0.000

766,544

1,000,000

Downey Unified School District, General Obligation Bonds3

08/01/35

0.000

690,647

2,000,000

Glendale Community College District, General Obligation Bonds3

08/01/32

0.000

1,597,775

2,500,000

Glendale Community College District, General Obligation Bonds3

08/01/33

0.000

1,927,615

3,350,000

Glendale Community College District, General Obligation Bonds3

08/01/35

0.000

2,410,296

5,240,000

Glendale Community College District, General Obligation Bonds3

08/01/36

0.000

3,639,679

1,900,000

Glendale Community College District, General Obligation Bonds3

08/01/37

0.000

1,272,812

1,040,000

Golden State Tobacco Securitization Corp., Revenue Bonds, AGM3

06/01/25

0.000

1,017,742

5,500,000

Golden State Tobacco Securitization Corp., Revenue Bonds, AMBAC3

06/01/27

0.000

5,207,990

1,000,000

Grossmont Healthcare District, General Obligation Bonds, AMBAC3

07/15/30

0.000

875,042

1,100,000

La Mesa-Spring Valley School District, General Obligation Bonds, NPFG3

08/01/26

0.000

1,043,038

1,660,000

Lake Tahoe Unified School District, General Obligation Bonds, NPFG3

08/01/27

0.000

1,535,901

1,110,000

Lake Tahoe Unified School District, General Obligation Bonds, NPFG3

08/01/30

0.000

944,543

725,000

Long Beach Bond Finance Authority, Revenue Bonds

11/15/22

5.250

762,141

680,000

Long Beach Bond Finance Authority, Revenue Bonds (3-Month USD-LIBOR + 1.450%)2

11/15/27

1.534

703,652

4,000,000

Newark Unified School District, General Obligation Bonds, AGM3

08/01/25

0.000

3,881,788

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

10


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

California (continued)

$

9,150,000

Northern California Gas Authority No 1, Revenue Bonds (3-Month USD-LIBOR + 0.720%)2

07/01/27

0.808

%

$

9,203,909

1,725,000

Oak Grove School District, General Obligation Bonds3

08/01/31

0.000

1,382,314

1,030,000

Oak Grove School District, General Obligation Bonds3

08/01/32

0.000

822,721

1,050,000

Oak Park Unified School District, General Obligation Bonds, AGM3

08/01/28

0.000

947,277

975,000

Placer Union High School District, General Obligation Bonds, AGM3

08/01/30

0.000

840,526

775,000

Roseville Joint Union High School District, General Obligation Bonds, AGM3

08/01/30

0.000

665,220

1,035,000

Roseville Joint Union High School District, General Obligation Bonds3

08/01/33

0.000

731,313

2,415,000

San Diego Unified School District, General Obligation Bonds3

07/01/34

0.000

1,618,106

3,000,000

San Diego Unified School District, General Obligation Bonds3

07/01/37

0.000

1,745,906

1,900,000

San Mateo County Transportation Authority, Revenue Bonds2,5

11/01/21

0.010

1,900,000

1,000,000

Santa Ana Unified School District, General Obligation Bonds, NPFG3

08/01/24

0.000

980,012

1,120,000

Santa Rita Union School District, General Obligation Bonds, AGM3

08/01/33

0.000

850,362

9,000,000

Southern California Public Power Authority, Revenue Bonds2,5

11/01/21

0.010

9,000,000

2,415,000

State of California, General Obligation Bonds

12/01/32

2.850

2,614,770

1,000,000

Ukiah Unified School District, General Obligation Bonds, NPFG3

08/01/24

0.000

980,549

1,040,000

Windsor Unified School District, General Obligation Bonds3

08/01/33

0.000

809,286

Total California

113,698,032

 

Colorado (1.4%)

800,000

Colorado Educational & Cultural Facilities Authority, Revenue Bonds2,5

11/01/21

0.030

800,000

1,300,000

Colorado Health Facilities Authority, Revenue Bonds2,5

11/01/21

0.030

1,300,000

1,156,155

Colorado Housing & Finance Authority, Revenue Bonds, GNMA

11/01/48

4.200

1,209,465

1,900,000

E-470 Public Highway Authority, Revenue Bonds, NPFG3

09/01/25

0.000

1,838,160

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

financial statements october 31, 2021

11


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Colorado (continued)

$

1,750,000

E-470 Public Highway Authority, Revenue Bonds, NPFG3

09/01/27

0.000

%

$

1,626,435

5,000,000

E-470 Public Highway Authority, Revenue Bonds (SOFR + 0.350%)2

09/01/39

0.384

5,010,668

Total Colorado

11,784,728

 

Connecticut (3.7%)

1,135,000

Connecticut Housing Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

11/15/22

2.100

1,153,335

530,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/23

2.800

545,401

1,605,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/26

1.150

1,595,475

1,070,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/26

1.200

1,062,025

2,120,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/27

1.350

2,110,652

1,000,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/27

1.400

993,622

165,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/30

2.000

165,322

350,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/30

2.050

350,773

400,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/31

2.100

401,574

1,135,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/41

4.000

1,216,488

2,845,000

Connecticut State Health & Educational Facilities Authority, Revenue Bonds1,2

07/01/42

2.000

3,007,407

3,705,000

Connecticut State Health & Educational Facilities Authority, Revenue Bonds1,2

07/01/49

1.800

3,813,338

395,000

State of Connecticut, General Obligation Bonds (SIFMA Municipal Swap Index Yield + 0.900%)2

03/01/23

0.950

397,557

1,000,000

State of Connecticut, General Obligation Bonds (SIFMA Municipal Swap Index Yield + 0.990%)2

03/01/25

1.040

1,019,877

1,845,000

State of Connecticut, General Obligation Bonds

03/01/26

5.000

2,040,882

2,050,000

State of Connecticut Special Tax Revenue, Revenue Bonds

08/01/25

5.000

2,390,180

2,945,000

State of Connecticut Special Tax Revenue, Revenue Bonds

09/01/26

5.000

3,547,856

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

12


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Connecticut (continued)

$

1,065,000

State of Connecticut Special Tax Revenue, Revenue Bonds

08/01/27

5.000

%

$

1,235,265

2,205,000

State of Connecticut Special Tax Revenue, Revenue Bonds

01/01/29

5.000

2,729,381

2,000,000

State of Connecticut Special Tax Revenue, Revenue Bonds

05/01/36

4.000

2,363,555

Total Connecticut

32,139,965

 

District of Columbia (0.9%)

1,000,000

District of Columbia, Revenue Bonds

03/01/27

5.000

1,223,415

5,000,000

District of Columbia, Revenue Bonds

10/01/28

5.000

6,351,652

Total District of Columbia

7,575,067

Florida (1.8%)

1,015,000

County of Hillsborough Solid Waste & Resource Recovery Revenue, Revenue Bonds

09/01/24

5.000

1,134,845

970,000

Florida Housing Finance Corp., Revenue Bonds, FHLMC, FNMA, GNMA

07/01/49

4.000

1,042,518

4,020,000

Florida Housing Finance Corp., Revenue Bonds, FHLMC, FNMA, GNMA

01/01/50

4.250

4,376,245

1,750,000

State of Florida, General Obligation Bonds

06/01/26

5.000

2,093,797

2,125,000

State of Florida Lottery Revenue, Revenue Bonds

07/01/25

5.000

2,470,998

3,875,000

State of Florida Lottery Revenue, Revenue Bonds

07/01/27

5.000

4,655,597

Total Florida

15,774,000

 

Georgia (3.9%)

4,850,000

Development Authority of Burke County, Revenue Bonds1,2

10/01/32

2.250

4,984,896

5,000,000

Development Authority of Burke County, Revenue Bonds1,2

01/01/40

1.500

5,123,108

1,200,000

Development Authority of Burke County, Revenue Bonds1,2

11/01/45

3.000

1,237,406

2,565,000

Development Authority of Burke County, Revenue Bonds1,2

11/01/45

3.250

2,772,167

345,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/25

5.000

392,880

1,265,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/26

5.000

1,484,703

800,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/27

5.000

961,833

990,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/29

5.000

1,227,330

2,700,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/29

5.000

3,300,525

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

financial statements october 31, 2021

13


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Georgia (continued)

$

1,140,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/31

5.000

%

$

1,396,430

1,000,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/33

5.000

1,218,932

500,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/34

5.000

608,456

1,750,000

Monroe County Development Authority, Revenue Bonds

07/01/25

2.250

1,808,191

3,850,000

Monroe County Development Authority, Revenue Bonds1,2

01/01/39

1.500

3,944,793

1,200,000

State of Georgia, General Obligation Bonds

02/01/25

5.000

1,378,279

1,710,000

State of Georgia, General Obligation Bonds

12/01/26

5.000

2,080,167

Total Georgia

33,920,096

 

Hawaii (1.7%)

2,250,000

City & County of Honolulu, General Obligation Bonds4

11/01/23

5.000

2,367,801

3,750,000

City & County of Honolulu, General Obligation Bonds4

11/01/27

5.000

4,439,044

4,345,000

City & County of Honolulu, General Obligation Bonds4

11/01/28

5.000

5,256,362

2,000,000

City & County of Honolulu, General Obligation Bonds4

11/01/29

5.000

2,456,850

Total Hawaii

14,520,057

 

Illinois (5.9%)

1,400,000

Illinois Finance Authority, Revenue Bonds2,5

11/01/21

0.030

1,400,000

2,400,000

Illinois Finance Authority, Revenue Bonds2,5

11/01/21

0.030

2,400,000

7,400,000

Illinois Finance Authority, Revenue Bonds2,5

11/01/21

0.030

7,400,000

600,000

Illinois Finance Authority, Revenue Bonds2,5

11/01/21

0.040

600,000

1,350,000

Illinois Finance Authority, Revenue Bonds

10/01/23

5.000

1,470,491

3,500,000

Illinois Finance Authority, Revenue Bonds

10/01/25

5.000

4,093,455

2,000,000

Illinois Finance Authority, Revenue Bonds

08/15/27

5.000

2,460,903

2,000,000

Illinois Finance Authority, Revenue Bonds

08/15/28

5.000

2,513,679

2,990,000

Illinois Finance Authority, Revenue Bonds

07/15/32

3.000

3,233,182

1,285,000

Illinois Finance Authority, Revenue Bonds

08/15/32

5.000

1,662,544

2,000,000

Illinois Finance Authority, Revenue Bonds

10/01/33

5.000

2,776,644

2,000,000

Illinois Finance Authority, Revenue Bonds

08/15/34

5.000

2,571,404

2,470,000

Illinois Finance Authority, Revenue Bonds

08/15/36

4.000

2,933,104

95,000

Illinois Finance Authority, Revenue Bonds1,2

07/15/57

5.000

99,996

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

14


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Illinois (continued)

$

2,585,000

Metropolitan Pier & Exposition Authority, Revenue Bonds

07/01/26

7.000

%

$

3,040,367

4,675,000

Railsplitter Tobacco Settlement Authority, Revenue Bonds

06/01/24

5.000

5,204,706

905,000

Railsplitter Tobacco Settlement Authority, Revenue Bonds

06/01/26

5.000

1,070,648

4,300,000

Railsplitter Tobacco Settlement Authority, Revenue Bonds

06/01/27

5.000

5,051,303

870,000

Railsplitter Tobacco Settlement Authority, Revenue Bonds

06/01/28

5.000

1,015,948

Total Illinois

50,998,374

Indiana (2.2%)

1,665,000

Indiana Bond Bank, Revenue Bonds (3-Month USD-LIBOR + 0.970%)2

10/15/22

1.053

1,665,423

900,000

Indiana Finance Authority, Revenue Bonds2,5

11/01/21

0.040

900,000

950,000

Indiana Finance Authority, Revenue Bonds2,5

11/01/21

0.040

950,000

2,000,000

Indiana Finance Authority, Revenue Bonds1,2

12/01/58

2.250

2,100,567

4,335,000

Indiana Housing & Community Development Authority, Revenue Bonds2,5

11/01/21

0.030

4,335,000

1,580,000

Indiana Housing & Community Development Authority, Revenue Bonds, GNMA

07/01/22

5.000

1,626,754

1,565,000

Indiana Housing & Community Development Authority, Revenue Bonds, GNMA

01/01/23

5.000

1,643,915

3,605,000

Indiana Housing & Community Development Authority, Revenue Bonds

01/01/49

3.750

3,928,592

2,265,000

Indiana Housing & Community Development Authority, Revenue Bonds, GNMA

07/01/49

3.250

2,419,323

Total Indiana

19,569,574

 

Iowa (0.7%)

7,000,000

Iowa Finance Authority, Revenue Bonds2,5

11/01/21

0.030

7,000,000

415,000

Iowa Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

07/01/46

4.000

435,845

3,840,000

Iowa Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/50

3.750

4,187,469

Total Iowa

11,623,314

 

Kentucky (1.2%)

5,000,000

County of Trimble KY, Revenue Bonds

11/01/27

1.350

5,015,481

4,965,000

Kentucky Public Energy Authority, Revenue Bonds1,2

12/01/49

4.000

5,494,944

Total Kentucky

10,510,425

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

financial statements october 31, 2021

15


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Maryland (6.6%)

$

1,125,000

County of Baltimore, General Obligation Bonds

02/01/26

5.000

%

$

1,334,028

2,200,000

County of Prince George's, General Obligation Bonds

07/15/26

5.000

2,645,071

3,500,000

County of Prince George's, General Obligation Bonds

09/15/27

5.000

4,335,186

135,000

State of Maryland, General Obligation Bonds

08/01/24

5.000

152,242

10,000,000

State of Maryland, General Obligation Bonds

03/15/25

5.000

11,526,646

5,200,000

State of Maryland, General Obligation Bonds4

03/01/26

5.000

6,063,160

10,000,000

State of Maryland, General Obligation Bonds4

08/01/27

3.000

10,940,664

5,000,000

State of Maryland, General Obligation Bonds4

03/01/28

4.000

5,828,874

2,500,000

State of Maryland, General Obligation Bonds4

03/01/29

4.000

2,962,989

1,000,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/23

5.000

1,044,946

2,000,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/26

5.000

2,303,255

2,250,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/27

5.000

2,646,183

2,250,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/28

5.000

2,699,956

2,125,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/29

5.000

2,594,021

Total Maryland

57,077,221

 

Massachusetts (4.4%)

1,805,000

Commonwealth of Massachusetts, Revenue Bonds, AGM1,2

06/01/22

8.873

1,847,651

12,935,000

Commonwealth of Massachusetts, General Obligation Bonds (3-Month USD-LIBOR + 0.550%)2

11/01/25

0.634

12,952,641

4,625,000

Commonwealth of Massachusetts, General Obligation Bonds

07/01/26

5.000

5,544,881

1,200,000

Commonwealth of Massachusetts, General Obligation Bonds

09/01/26

5.000

1,445,646

5,000,000

Massachusetts Clean Water Trust, Revenue Bonds (U.S. Consumer Price Index + 0.990%)2

08/01/23

6.401

5,321,607

10,000,000

Massachusetts Health & Educational Facilities Authority, Revenue Bonds5

11/01/21

0.010

10,000,000

370,000

Massachusetts Housing Finance Agency, Revenue Bonds

06/01/34

3.300

392,146

485,000

Massachusetts Housing Finance Agency, Revenue Bonds

12/01/36

3.450

516,538

Total Massachusetts

38,021,110

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

16


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Michigan (4.3%)

$

1,930,000

Brighton Area School District, General Obligation Bonds

05/01/33

3.000

%

$

2,119,705

2,385,000

Brighton Area School District, General Obligation Bonds

05/01/34

3.000

2,607,002

90,000

Detroit City School District, General Obligation Bonds, BHAC, FGIC

05/01/25

5.250

98,401

325,000

Detroit City School District, General Obligation Bonds, AGM

05/01/27

5.250

401,512

5,025,000

Detroit City School District, General Obligation Bonds, AGM

05/01/29

5.250

6,500,499

5,350,000

Detroit City School District, General Obligation Bonds, AGM

05/01/29

6.000

6,539,595

1,550,000

Detroit City School District, General Obligation Bonds, AGM

05/01/30

5.250

2,039,622

3,940,000

Detroit City School District, General Obligation Bonds, AGM

05/01/32

5.250

5,207,762

1,195,000

Michigan Finance Authority, Revenue Bonds

05/01/28

5.000

1,423,873

3,850,000

Michigan Finance Authority, Revenue Bonds1,2

10/15/38

1.200

3,831,509

1,235,000

Pontiac School District, General Obligation Bonds

05/01/26

5.000

1,472,139

1,355,000

Pontiac School District, General Obligation Bonds

05/01/27

5.000

1,659,924

1,480,000

Pontiac School District, General Obligation Bonds

05/01/28

5.000

1,857,522

1,240,000

Pontiac School District, General Obligation Bonds

05/01/31

5.000

1,610,919

Total Michigan

37,369,984

 

Minnesota (4.1%)

7,500,000

City of Minneapolis MN/St Paul Housing & Redevelopment Authority, Revenue Bonds2,5

11/01/21

0.040

7,500,000

1,300,000

Duluth Independent School District No 709, General Obligation Bonds3

02/01/31

0.000

1,063,709

1,050,000

Duluth Independent School District No 709, General Obligation Bonds3

02/01/32

0.000

829,808

1,025,000

Duluth Independent School District No 709, General Obligation Bonds3

02/01/33

0.000

782,601

835,000

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/28

1.750

853,430

1,525,000

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

07/01/28

1.300

1,517,038

927,019

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

03/01/47

2.930

949,867

817,809

Minnesota Housing Finance Agency, Revenue Bonds, FHA, FHLMC, FNMA, GNMA

01/01/49

3.600

846,969

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

financial statements october 31, 2021

17


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Minnesota (continued)

$

2,273,621

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

03/01/49

3.450

%

$

2,349,085

834,333

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

06/01/49

3.150

857,216

4,655,201

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/50

2.470

4,734,744

1,000,000

Sartell-St Stephen Independent School District No 748, General Obligation Bonds3

02/01/33

0.000

741,967

6,655,000

Shakopee Independent School District No 720, General Obligation Bonds3

02/01/28

0.000

6,075,108

5,155,000

Shakopee Independent School District No 720, General Obligation Bonds3

02/01/29

0.000

4,595,985

2,250,000

St Paul Independent School District No 625, Certificates of Participation

02/01/32

2.000

2,296,546

Total Minnesota

35,994,073

Mississippi (0.1%)

1,000,000

Mississippi Business Finance Corp., Revenue Bonds1,2

03/01/27

2.200

1,037,327

Total Mississippi

1,037,327

Missouri (0.0%)

40,000

Missouri Housing Development Commission, Revenue Bonds, FHLMC, FNMA, GNMA

05/01/51

3.250

43,355

Total Missouri

43,355

Montana (0.1%)

1,190,000

Montana Board of Housing, Revenue Bonds

12/01/43

4.000

1,276,654

Total Montana

1,276,654

Nebraska (1.6%)

2,515,000

Central Plains Energy Project, Revenue Bonds

09/01/27

5.000

2,611,786

3,675,000

Central Plains Energy Project, Revenue Bonds1,2

03/01/50

5.000

3,997,863

1,710,000

Nebraska Investment Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

03/01/29

1.950

1,753,543

1,710,000

Nebraska Investment Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

03/01/33

1.950

1,688,383

2,750,000

Nebraska Investment Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

09/01/49

4.000

2,994,704

500,000

Saline County Hospital Authority No 1, Revenue Bonds2,5

11/01/21

0.030

500,000

Total Nebraska

13,546,279

Nevada (0.1%)

1,250,000

County of Clark, Revenue Bonds1,2

01/01/36

1.650

1,271,260

Total Nevada

1,271,260

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

18


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

New Hampshire (0.1%)

$

1,000,000

New Hampshire Business Finance Authority, Revenue Bonds

08/01/24

3.125

%

$

1,064,734

Total New Hampshire

1,064,734

 

New Jersey (6.1%)

1,420,000

Holmdel Township School District, General Obligation Bonds

02/01/27

3.250

1,595,548

2,075,000

Mount Laurel Township Board of Education, General Obligation Bonds

09/01/23

2.500

2,159,341

1,630,000

Mount Laurel Township Board of Education, General Obligation Bonds

09/01/24

2.500

1,721,779

3,830,000

New Jersey Economic Development Authority, Revenue Bonds (SIFMA Municipal Swap Index Yield + 1.550%)2

09/01/27

1.600

3,877,508

5,100,000

New Jersey Economic Development Authority, Revenue Bonds (SIFMA Municipal Swap Index Yield + 1.600%)2

03/01/28

1.650

5,165,194

2,200,000

New Jersey Economic Development Authority, Revenue Bonds1,2

11/01/34

1.200

2,218,157

3,000,000

New Jersey Health Care Facilities Financing Authority, Revenue Bonds2,5

11/01/21

0.010

3,000,000

3,350,000

New Jersey Health Care Facilities Financing Authority, Revenue Bonds1,2

07/01/45

5.000

3,990,770

3,365,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

12/15/26

0.000

3,128,804

1,380,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

12/15/28

0.000

1,216,836

7,000,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds4

06/15/30

5.000

8,705,011

4,405,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

12/15/30

0.000

3,659,213

6,000,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

12/15/31

0.000

4,834,663

2,760,000

New Jersey Turnpike Authority, Revenue Bonds (1-Month USD-LIBOR + 0.750%)2

01/01/30

0.808

2,767,692

1,375,000

Rumson Boro School District, General Obligation Bonds

07/15/33

2.000

1,400,106

1,750,000

Township of Ewing, General Obligation Bonds

08/01/27

3.000

1,904,506

1,750,000

Township of Ewing, General Obligation Bonds

08/01/29

2.000

1,788,227

Total New Jersey

53,133,355

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

financial statements october 31, 2021

19


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

New Mexico (0.5%)

$

1,420,000

New Mexico Mortgage Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/49

4.000

%

$

1,544,386

2,895,000

New Mexico Mortgage Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/51

3.500

3,143,498

Total New Mexico

4,687,884

 

New York (6.7%)

5,000,000

Metropolitan Transportation Authority, Revenue Bonds

02/01/22

4.000

5,045,539

4,165,000

Metropolitan Transportation Authority, Revenue Bonds (1-Month USD-LIBOR + 0.820%)2

11/01/26

0.875

4,169,490

5,750,000

Metropolitan Transportation Authority, Revenue Bonds (SOFR + 0.330%)2

11/01/35

0.363

5,734,456

2,100,000

New York City Transitional Finance Authority Future Tax Secured Revenue, Revenue

  Bonds2,5

11/01/21

0.030

2,100,000

10,200,000

New York City Transitional Finance Authority Future Tax Secured Revenue, Revenue

  Bonds2,5

11/01/21

0.030

10,200,000

4,000,000

New York City Transitional Finance Authority Future Tax Secured Revenue, Revenue Bonds

08/01/28

5.000

5,046,810

3,000,000

New York City Transitional Finance Authority Future Tax Secured Revenue, Revenue Bonds

11/01/28

5.000

3,806,631

2,500,000

New York City Water & Sewer System, Revenue Bonds2,5

11/01/21

0.030

2,500,000

925,000

New York State Dormitory Authority, Revenue Bonds

02/15/24

5.000

1,024,451

5,000,000

New York State Urban Development Corp., Revenue Bonds

03/15/28

5.000

6,250,671

5,655,000

Port Authority of New York & New Jersey, Revenue Bonds

10/01/31

2.000

5,636,452

3,500,000

Port Authority of New York & New Jersey, Revenue Bonds

10/01/33

2.000

3,437,443

3,350,000

Triborough Bridge & Tunnel Authority, Revenue Bonds (SOFR + 0.380%)2

01/01/32

0.414

3,353,784

Total New York

58,305,727

 

North Carolina (3.0%)

4,400,000

Charlotte-Mecklenburg Hospital Authority, Revenue Bonds2,5

11/01/21

0.030

4,400,000

2,315,000

County of New Hanover, Revenue Bonds

10/01/26

5.000

2,781,883

1,725,000

County of Wake, General Obligation Bonds

03/01/24

5.000

1,914,145

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

20


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

North Carolina (continued)

$

735,000

North Carolina Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/23

2.750

%

$

750,845

745,000

North Carolina Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

07/01/23

2.800

767,441

1,625,000

North Carolina Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/28

1.100

1,598,653

4,320,000

North Carolina Housing Finance Agency, Revenue Bonds, FNMA, GNMA

01/01/50

4.000

4,725,368

2,520,000

North Carolina Housing Finance Agency, Revenue Bonds

07/01/50

4.000

2,780,678

1,570,000

State of North Carolina, General Obligation Bonds

06/01/24

5.000

1,759,089

2,000,000

State of North Carolina, General Obligation Bonds

06/01/27

5.000

2,462,468

2,225,000

State of North Carolina, General Obligation Bonds

06/01/32

2.000

2,299,251

Total North Carolina

26,239,821

 

North Dakota (0.9%)

1,000,000

North Dakota Housing Finance Agency, Revenue Bonds

01/01/29

1.650

995,933

2,200,000

North Dakota Housing Finance Agency, Revenue Bonds

07/01/32

2.800

2,332,569

4,230,000

North Dakota Housing Finance Agency, Revenue Bonds

07/01/49

4.250

4,623,931

Total North Dakota

7,952,433

 

Ohio (3.1%)

2,800,000

Ohio Higher Educational Facility Commission, Revenue Bonds1,2

01/01/39

0.030

2,800,000

14,500,000

Ohio Higher Educational Facility Commission, Revenue Bonds2,5

11/01/21

0.030

14,500,000

2,000,000

Ohio Higher Educational Facility Commission, Revenue Bonds (1-Month USD-LIBOR + 0.420%)2

10/01/44

0.478

2,000,311

4,750,000

State of Ohio, Revenue Bonds2,5

11/01/21

0.030

4,750,000

2,195,000

State of Ohio, General Obligation Bonds

08/01/25

5.000

2,559,241

Total Ohio

26,609,552

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

financial statements october 31, 2021

21


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Oklahoma (0.8%)

$

4,115,000

Oklahoma Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

09/01/49

4.000

%

$

4,514,987

1,930,000

Oklahoma Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

09/01/50

3.250

2,092,239

Total Oklahoma

6,607,226

 

Oregon (5.4%)

6,400,000

Clackamas & Washington Counties School District No 3, General Obligation Bonds3

06/15/35

0.000

4,701,367

1,020,000

Clackamas County School District No 115, General Obligation Bonds3

06/15/27

0.000

956,527

1,670,000

Lane County School District No 1 Pleasant Hill, General Obligation Bonds3

06/15/27

0.000

1,566,953

1,445,000

Multnomah & Clackamas Counties School District No 10JT Gresham-Barlow, General Obligation Bonds3

06/15/32

0.000

1,153,169

3,905,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/25

0.000

3,812,712

4,335,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/26

0.000

4,167,195

5,000,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/26

0.000

4,738,455

5,000,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/27

0.000

4,631,604

1,500,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/28

0.000

1,382,378

2,745,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/28

0.000

2,478,720

2,185,000

Salem-Keizer School District No 24J, General Obligation Bonds

06/15/29

5.000

2,810,592

1,045,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/31

0.000

862,651

1,000,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/33

0.000

772,881

1,045,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/35

0.000

753,074

4,500,000

State of Oregon, General Obligation Bonds5

11/01/21

0.030

4,500,000

5,000,000

Umatilla County School District No 8R Hermiston, General Obligation Bonds3

06/15/32

0.000

4,080,847

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

22


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Oregon (continued)

$

2,225,000

Washington & Multnomah Counties School District No 48J Beaverton, General Obligation Bonds3

06/15/33

0.000

%

$

1,596,094

1,500,000

Washington Clackamas & Yamhill Counties School District No 88J, General Obligation Bonds3

06/15/31

0.000

1,217,633

1,055,000

Washington Clackamas & Yamhill Counties School District No 88J, General Obligation Bonds3

06/15/33

0.000

783,401

Total Oregon

46,966,253

 

Other Territory (0.6%)

4,920,000

FHLMC Multifamily VRD Certificates, Revenue Bonds

05/15/27

2.304

5,044,500

Total Other Territory

5,044,500

Pennsylvania (3.5%)

150,000

Allegheny County Airport Authority, Revenue Bonds, FGIC

01/01/22

5.000

151,134

85,000

Allegheny County Airport Authority, Revenue Bonds, FGIC

01/01/23

5.000

89,488

6,000,000

Bethlehem Area School District Authority, Revenue Bonds (SOFR + 0.350%)2,4

07/01/31

0.000

6,000,021

1,000,000

New Kensington-Arnold School District, General Obligation Bonds, BAM

05/15/28

2.500

1,057,422

1,225,000

North Penn Water Authority, Revenue Bonds (SIFMA Municipal Swap Index Yield + 0.560%)2

11/01/24

0.610

1,231,144

5,000,000

Pennsylvania Economic Development Financing Authority, Revenue Bonds1,2

08/01/37

0.580

4,978,277

2,000,000

School District of Philadelphia, General Obligation Bonds

09/01/23

5.000

2,170,602

635,000

School District of Philadelphia, General Obligation Bonds, AGM, FGIC

06/01/24

5.000

704,192

1,710,000

School District of Philadelphia, General Obligation Bonds

09/01/26

5.000

2,048,333

1,610,000

School District of Philadelphia, General Obligation Bonds

09/01/28

5.000

2,002,736

2,210,000

State Public School Building Authority, Revenue Bonds, AGM

06/01/32

5.000

2,644,371

6,255,000

State Public School Building Authority, Revenue Bonds, AGM

06/01/33

5.000

7,467,288

Total Pennsylvania

30,545,008

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

financial statements october 31, 2021

23


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

 

South Carolina (0.1%)

$

930,000

South Carolina State Housing Finance & Development Authority, Revenue Bonds

07/01/34

2.650

%

$

971,435

Total South Carolina

971,435

 

South Dakota (2.0%)

3,785,000

Educational Enhancement Funding Corp., Revenue Bonds

06/01/26

5.000

4,066,722

1,500,000

South Dakota Housing Development Authority, Revenue Bonds, FHLMC, FNMA, GNMA

11/01/32

3.400

1,601,097

405,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/44

4.000

421,976

2,395,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/48

4.500

2,649,649

2,750,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/49

4.000

3,025,673

5,025,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/50

3.750

5,489,951

Total South Dakota

17,255,068

 

Tennessee (1.4%)

2,485,000

Clarksville Natural Gas Acquisition Corp., Revenue Bonds

12/15/21

5.000

2,499,287

1,750,000

New Memphis Arena Public Building Authority, Revenue Bonds

04/01/29

0.000

1,784,791

1,750,000

New Memphis Arena Public Building Authority, Revenue Bonds3

04/01/33

0.000

1,371,313

3,000,000

New Memphis Arena Public Building Authority, Revenue Bonds3

04/01/35

0.000

2,207,406

1,000,000

Tennessee Energy Acquisition Corp., Revenue Bonds

11/01/28

5.000

1,239,891

2,435,000

Tennessee Housing Development Agency, Revenue Bonds

01/01/47

3.500

2,565,310

100,000

Tennessee Housing Development Agency, Revenue Bonds

07/01/50

3.500

108,959

Total Tennessee

11,776,957

 

Texas (10.6%)

1,385,000

City of Denton, General Obligation Bonds

02/15/28

5.000

1,719,825

910,000

City of Houston Airport System Revenue, Revenue Bonds

07/01/24

5.000

1,016,463

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

24


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

 

Texas (continued)

$

1,170,000

City of Houston Airport System Revenue, Revenue Bonds

07/01/25

5.000

%

$

1,349,425

500,000

City of San Antonio Electric & Gas Systems Revenue, Revenue Bonds1,2

02/01/48

2.750

512,999

765,000

Crandall Independent School District, General Obligation Bonds3

08/15/24

0.000

752,543

420,000

Crandall Independent School District, General Obligation Bonds3

08/15/25

0.000

407,207

450,000

Crandall Independent School District, General Obligation Bonds3

08/15/26

0.000

428,844

140,000

Crandall Independent School District, General Obligation Bonds3

08/15/27

0.000

130,539

2,000,000

Fort Bend Independent School District, General Obligation Bonds

08/15/28

5.000

2,524,136

1,000,000

Hays Consolidated Independent School District, General Obligation Bonds

02/15/27

5.000

1,216,146

3,455,000

Leander Independent School District, General Obligation Bonds3

08/15/29

0.000

2,613,702

4,000,000

Little Elm Independent School District, General Obligation Bonds1,2

08/15/48

0.680

4,002,058

1,025,000

Love Field Airport Modernization Corp., Revenue Bonds

11/01/25

5.000

1,193,913

1,380,000

Lower Colorado River Authority, Revenue Bonds, AGM4

05/15/27

5.000

1,652,494

2,280,000

Lower Colorado River Authority, Revenue Bonds, AGM4

05/15/28

5.000

2,784,686

7,500,000

Medina Valley Independent School District, General Obligation Bonds1,2

02/15/51

0.820

7,430,333

2,000,000

Round Rock Independent School District, General Obligation Bonds

08/01/34

2.750

2,164,965

1,000,000

State of Texas, General Obligation Bonds

08/01/26

5.000

1,193,537

1,970,000

Texas Department of Housing & Community Affairs, Revenue Bonds, GNMA

09/01/34

2.700

2,049,218

3,632,025

Texas Department of Housing & Community Affairs, Revenue Bonds, FNMA

03/01/35

3.400

3,963,919

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

financial statements october 31, 2021

25


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

 

Texas (continued)

$

1,295,000

Texas Department of Housing & Community Affairs, Revenue Bonds, GNMA

09/01/35

2.150

%

$

1,311,904

11,712,199

Texas Department of Housing & Community Affairs, Revenue Bonds, FHLMC, FNMA, GNMA

09/01/47

2.835

12,275,732

990,000

Texas Department of Housing & Community Affairs, Revenue Bonds, GNMA

03/01/50

4.000

1,102,890

510,000

Texas Municipal Gas Acquisition & Supply Corp. I, Revenue Bonds

12/15/21

5.250

513,153

12,035,000

Texas Municipal Gas Acquisition & Supply Corp. I, Revenue Bonds (3-Month USD-LIBOR + 0.700%)2

12/15/26

0.778

12,088,035

4,080,000

Texas Municipal Gas Acquisition & Supply Corp. I, Revenue Bonds

12/15/26

6.250

4,718,663

3,765,000

Texas Municipal Gas Acquisition & Supply Corp. II, Revenue Bonds (SIFMA Municipal Swap Index Yield + 0.550%)2

09/15/27

0.600

3,798,478

3,755,000

Texas Municipal Gas Acquisition & Supply Corp. II, Revenue Bonds (3-Month USD-LIBOR + 0.690%)2

09/15/27

0.767

3,774,021

11,880,000

Texas Municipal Gas Acquisition & Supply Corp. II, Revenue Bonds (3-Month USD-LIBOR + 0.870%)2

09/15/27

0.948

12,020,697

1,000,000

Wylie Independent School District, General Obligation Bonds3

08/15/24

0.000

987,551

1,000,000

Wylie Independent School District, General Obligation Bonds3

08/15/25

0.000

975,778

Total Texas

92,673,854

 

Virginia (3.2%)

2,750,000

Amelia County Industrial Development Authority, Revenue Bonds

04/01/27

1.450

2,762,866

1,755,000

City of Virginia Beach, General Obligation Bonds

04/01/25

5.000

2,026,633

2,005,000

County of Arlington, General Obligation Bonds

08/15/25

5.000

2,347,184

1,215,000

County of Arlington, General Obligation Bonds

08/15/30

2.500

1,281,401

6,040,000

Virginia College Building Authority, Revenue Bonds

09/01/27

5.000

7,455,161

1,835,000

Virginia College Building Authority, Revenue Bonds

02/01/28

5.000

2,291,690

5,000,000

Virginia Commonwealth Transportation Board, Revenue Bonds

05/15/24

5.000

5,584,319

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

26


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

 

Virginia (continued)

$

2,300,000

Virginia Housing Development Authority, Revenue Bonds

01/01/23

2.740

%

$

2,348,114

1,205,000

Virginia Public School Authority, Revenue Bonds

08/01/26

5.000

1,448,181

Total Virginia

27,545,549

 

Washington (1.0%)

850,000

County of King, General Obligation Bonds2,5

11/01/21

0.030

850,000

425,000

Port of Seattle, Revenue Bonds

06/01/27

3.750

443,690

1,050,000

State of Washington, General Obligation Bonds

08/01/26

5.000

1,261,900

1,330,000

State of Washington, General Obligation Bonds, NPFG3

06/01/30

0.000

1,159,257

105,000

Washington State Housing Finance Commission, Revenue Bonds

06/01/44

3.500

107,348

1,270,000

Washington State Housing Finance Commission, Revenue Bonds, FHLMC, FNMA, GNMA

12/01/47

4.000

1,315,767

4,000,000

Washington State Housing Finance Commission, Revenue Bonds (SIFMA Municipal Swap Index Yield + 0.550%)2

12/01/48

0.600

4,021,752

Total Washington

9,159,714

 

Wisconsin (0.7%)

300,000

County of Milwaukee Airport Revenue, Revenue Bonds

12/01/28

5.250

329,044

5,400,000

Wisconsin Health & Educational Facilities Authority, Revenue Bonds2,5

11/01/21

0.030

5,400,000

Total Wisconsin

5,729,044

 

Wyoming (0.3%)

2,605,000

Wyoming Community Development Authority, Revenue Bonds

12/01/48

4.000

2,825,786

Total Wyoming

2,825,786

Total Municipal Bonds

(Identified cost $921,399,960)

948,341,558

TOTAL INVESTMENTS (cost $921,399,960)6

109.0

%

$

948,341,558

LIABILITIES IN EXCESS OF OTHER ASSETS

(9.0

)%

(78,161,319

)

NET ASSETS

100.00

%

$

870,180,239

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

financial statements october 31, 2021

27


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

1

This variable rate security is based on a predetermined schedule and the rate at period end also represents the reference rate at period end.

2

Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the October 31, 2021 coupon or interest rate.

3

Security issued with zero coupon. Income is recognized through accretion of discount.

4

Represent a security purchased on a when-issued basis.

5

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, 2021.

6

The aggregate cost for federal income tax purposes is $921,403,600, the aggregate gross unrealized appreciation is $28,241,958 and the aggregate gross unrealized depreciation is $1,304,000, resulting in net unrealized appreciation of $26,937,958.

Abbreviations:

AGM - Assured Guaranty Municipal Corporation.

AMBAC - AMBAC Financial Group, Inc.

BAM - Build America Mutual.

BHAC - Berkshire Hathaway Assurance Corporation.

FGIC - Financial Guaranty Insurance Company.

FHA - Federal Housing Administration.

FHLMC - Federal Home Loan Mortgage Corporation.

FNMA - Federal National Mortgage Association.

GNMA - Government National Mortgage Association.

LIBOR - London Interbank Offered Rate.

NPFG - National Public Finance Guarantee Corporation.

SIFMA - Securities Industry and Financial Markets Association.

SOFR - Secured Overnight Financing Rate.

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

28


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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, 2021

29


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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, 2021.

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, 2021

Municipal Bonds*

$

$

948,341,558

$

$

948,341,558

Total Investment, at value

$

$

948,341,558

$

$

948,341,558

_______________________

*

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

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

30


BBH INTERMEDIATE MUNICIPAL BOND FUND


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments in securities, at value (Cost $921,399,960)

$

948,341,558

Cash

119,580

Receivables for:

Interest

5,320,686

Shares sold

1,143,477

Investment advisory and administrative fee waiver reimbursement

2,704

Prepaid assets

1,329

Total Assets

954,929,334

LIABILITIES:

Payables for:

Investments purchased

83,618,578

Shares redeemed

603,496

Investment advisory and administrative fees

294,524

Dividends declared

87,263

Professional fees

68,274

Custody and fund accounting fees

38,304

Shareholder servicing fees

14,281

Transfer agent fees

6,586

Board of Trustees' fees

1,111

Accrued expenses and other liabilities

16,678

Total Liabilities

84,749,095

NET ASSETS

$

870,180,239

Net Assets Consist of:

Paid-in capital

$

842,605,095

Retained earnings

27,575,144

Net Assets

$

870,180,239

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS N SHARES

($81,744,782 ÷ 7,482,142 shares outstanding)

$10.93

CLASS I SHARES

($788,435,457 ÷ 72,224,792 shares outstanding)

$10.92

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

financial statements october 31, 2021

31


BBH INTERMEDIATE MUNICIPAL BOND FUND


STATEMENT OF OPERATIONS

For the year ended October 31, 2021

NET INVESTMENT INCOME:

Income:

Interest income

$

15,543,141

Other income

22

Total Income

15,543,163

Expenses:

Investment advisory and administrative fees

3,401,911

Shareholder servicing fees

195,924

Custody and fund accounting fees

151,988

Professional fees

79,926

Board of Trustees’ fees

62,558

Transfer agent fees

39,107

Miscellaneous expenses

127,327

Total Expenses

4,058,741

Investment advisory and administrative fee waiver

(35,002

)

Net Expenses

4,023,739

Net Investment Income

11,519,424

 

 

NET REALIZED AND UNREALIZED LOSS:

Net realized gain on investments in securities

621,594

Net change in unrealized appreciation/(depreciation) on investments in securities

(3,779,387

)

Net Realized and Unrealized Loss

(3,157,793

)

Net Increase in Net Assets Resulting from Operations

$

8,361,631

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

32


BBH INTERMEDIATE MUNICIPAL BOND FUND


STATEMENT OF CHANGES IN NET ASSETS

For the years ended October 31,

2021

2020

INCREASE IN NET ASSETS:

Operations:

Net investment income

$

11,519,424

$

9,421,154

Net realized gain on investments in securities

621,594

882,684

Net change in unrealized appreciation/(depreciation) on investments in securities

(3,779,387

)

15,478,840

Net increase in net assets resulting from operations

8,361,631

25,782,678

Dividends and distributions declared:

Class N

(1,254,792

)

(1,300,344

)

Class I

(11,067,676

)

(9,979,557

)

Total dividends and distributions declared

(12,322,468

)

(11,279,901

)

Share transactions:

Proceeds from sales of shares*

278,506,756

429,297,126

Net asset value of shares issued to shareholders for reinvestment of dividends and distributions

5,195,409

3,707,156

Proceeds from short-term redemption fees

4,901

2,857

Cost of shares redeemed*

(157,456,767

)

(88,067,119

)

Net increase in net assets resulting from share transactions

126,250,299

344,940,020

Total increase in net assets

122,289,462

359,442,797

NET ASSETS:

Beginning of year

747,890,777

388,447,980

End of year

$

870,180,239

$

747,890,777

_______________________

*

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, 2021

33


BBH INTERMEDIATE MUNICIPAL BOND FUND


FINANCIAL HIGHLIGHTS

Selected per share data and ratios for a Class N share outstanding throughout each year.

For the years ended October 31,

2021

2020

2019

2018

2017

Net asset value, beginning of year

$10.96

$10.76

$10.15

$10.48

$10.56

Income from investment operations:

Net investment income1

0.13

0.17

0.21

0.21

0.22

Net realized and unrealized gain (loss)

(0.02

)

0.25

0.62

(0.23

)

0.11

Total income (loss) from investment operations

0.11

0.42

0.83

(0.02

)

0.33

Less dividends and distributions:

From net investment income

(0.13

)

(0.17

)

(0.21

)

(0.21

)

(0.26

)

From net realized gains

(0.01

)

(0.05

)

(0.01

)

(0.10

)

(0.15

)

Total dividends and distributions

(0.14

)

(0.22

)

(0.22

)

(0.31

)

(0.41

)

Short-term redemption fees1

0.00

2

0.00

2

0.00

2

0.00

2

0.00

2

Net asset value, end of year

$10.93

$10.96

$10.76

$10.15

$10.48

Total return3

1.01

%

4.00

%

8.21

%

(0.26

)%

3.20

%

Ratios/Supplemental data:

Net assets, end of year (in millions)

$82

$92

$54

$34

$16

Ratio of expenses to average net assets before reductions

0.69

%

0.71

%

0.77

%

0.91

%

1.05

%

Fee waiver

(0.04

)%4

(0.06

)%4

(0.12

)%4

(0.26

)%4

(0.40

)%4

Expense offset arrangement

%

(0.00

)%5

(0.00

)%5

(0.00

)%5

(0.00

)%5

Ratio of expenses to average net assets after reductions

0.65

%

0.65

%

0.65

%

0.65

%

0.65

%

Ratio of net investment income to average net assets

1.18

%

1.58

%

2.01

%

2.07

%

2.16

%

Portfolio turnover rate

45

%

32

%

104

%

146

%

125

%

Portfolio turnover rate6

23

%

19

%

32

%

52

%

64

%

____________

1

Calculated using average shares outstanding for the year.

2

Less than $0.01.

3

Assumes the reinvestment of distributions.

4

The ratio of expenses to average net assets for the years ended October 31, 2021, 2020, 2019, 2018 and 2017, reflect fees reduced as result of a contractual operating expense limitation of the share class to 0.65%. The agreement is effective for period beginning on April 1, 2014 and will terminate on March 1, 2022, unless it is renewed by all parties to the agreement. For the years ended October 31, 2021, 2020, 2019, 2018 and 2017, the waived fees were $35,002, $41,531, $55,422, $63,024 and $78,871, respectively.

5

Less than 0.01%.

6

The portfolio turnover rate excludes variable rate demand notes.

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

34


BBH INTERMEDIATE MUNICIPAL BOND 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,

2021

2020

2019

2018

2017

Net asset value, beginning of year

$10.95

$10.75

$10.14

$10.47

$10.55

Income from investment operations:

Net investment income1

0.15

0.19

0.23

0.23

0.25

Net realized and unrealized gain (loss)

(0.02

)

0.25

0.61

(0.24

)

0.09

Total income (loss) from investment operations

0.13

0.44

0.84

(0.01

)

0.34

Less dividends and distributions:

From net investment income

(0.15

)

(0.19

)

(0.22

)

(0.22

)

(0.27

)

From net realized gains

(0.01

)

(0.05

)

(0.01

)

(0.10

)

(0.15

)

Total dividends and distributions

(0.16

)

(0.24

)

(0.23

)

(0.32

)

(0.42

)

Short-term redemption fees1

0.00

2

0.00

2

0.00

2

0.00

2

Net asset value, end of year

$10.92

$10.95

$10.75

$10.14

$10.47

Total return3

1.21

%

4.18

%

8.38

%

(0.12

)%

3.36

%

Ratios/Supplemental data:

Net assets, end of year (in millions)

$788

$656

$334

$129

$71

Ratio of expenses to average net assets before reductions

0.45

%

0.47

%

0.50

%

0.62

%

0.69

%

Fee waiver

%4

(0.00

)%4,5

(0.00

)%4,5

(0.12

)%4

(0.19

)%4

Expense offset arrangement

%

(0.00

)%5

(0.00

)%5

(0.00

)%5

(0.00

)%5

Ratio of expenses to average net assets after reductions

0.45

%

0.47

%

0.50

%

0.50

%

0.50

%

Ratio of net investment income to average net assets

1.38

%

1.75

%

2.17

%

2.23

%

2.46

%

Portfolio turnover rate

45

%

32

%

104

%

146

%

125

%

Portfolio turnover rate6

23

%

19

%

32

%

52

%

64

%

____________

1

Calculated using average shares outstanding for the year.

2

Less than $0.01.

3

Assumes the reinvestment of distributions.

4

The ratio of expenses to average net assets for the years ended October 31, 2021, 2020, 2019, 2018 and 2017, reflect fees reduced as result of a contractual operating expense limitation of the share class to 0.50%. The agreement is effective for period beginning on April 1, 2014 and will terminate on March 1, 2022, unless it is renewed by all parties to the agreement. For the years ended October 31, 2021, 2020, 2019, 2018 and 2017, the waived fees were $-, $-, $6,608, $111,441 and $123,485, respectively.

5

Less than 0.01%.

6

The portfolio turnover rate excludes variable rate demand notes.

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

financial statements october 31, 2021

35


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS

October 31, 2021

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 and offers two share classes, Class N and Class I. Neither Class N shares nor Class I shares automatically convert to any other share class of the Fund. The investment objective of the Fund is to protect investor’s capital and generate attractive risk-adjusted returns. As of October 31, 2021, there were nine 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 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.

36


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 generally apportioned among each fund in the Trust on a net assets basis or other suitable method. 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 between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and 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, 2021, 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, 2021, 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 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 and distributions in the amount of $1,254,792 and $11,067,676 to Class N and Class I shareholders, respectively, during the year ended October 31, 2021. In addition, the Fund designated a portion of the payment made to redeeming shareholders as a distribution for income tax purpose.

financial statements october 31, 2021

37


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

The tax character of distributions paid during the years ended October 31, 2021 and 2020, 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

2021:

$

276,002

$602,567

$

878,569

$11,443,899

$

$12,322,468

2020:

1,789,349

118,951

1,908,300

9,371,601

11,279,901

As of October 31, 2021 and 2020, respectively, the components of retained earnings/(accumulated deficit) were as follows:

 

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Undistributed

tax-exempt

income

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$614,979

$

$22,207

$

$(3,640

)

$26,941,598

$27,575,144

2020:

191,668

602,567

22,294

(1,533

)

30,720,985

31,535,981

The Fund did not have a net capital loss carryforward at October 31, 2021.

The Fund is permitted to carryforward capital losses 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.

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.

38


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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, 2021, the Fund incurred $3,401,911 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, 2022, 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, 2021, the Investment Adviser waived fees in the amount of $35,002 and $0 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, 2021, Class N shares of the Fund incurred $195,924 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, 2021, the Fund incurred $151,988 in custody and fund accounting fees. As per agreement with the Fund’s custodian, the Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned by the Fund under the revised agreement for the year ended October 31, 2021 was $1,565. This amount is included in “Interest income” in the Statement of Operations. 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, 2021 was $119. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

financial statements october 31, 2021

39


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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, 2021, the Fund incurred $62,558 in independent Trustee compensation and expense reimbursements.

F. Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

4.Investment Transactions. For the year ended October 31, 2021, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, was $590,748,583 and $393,155,336, 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, 2021

For the year ended

October 31, 2020

Shares

Dollars

Shares

Dollars

Class N

Shares sold

3,040,169

$

33,549,002

5,598,508

$

60,922,314

Shares issued in connection with reinvestments of dividends

113,559

1,252,118

119,749

1,297,371

Proceeds from short-term redemption fees

N/A

511

N/A

2,422

Shares redeemed

(4,036,559

)

(44,522,443

)

(2,416,961

)

(26,142,859

)

Net increase (decrease)

(882,831

)

$

(9,720,812

)

3,301,296

$

36,079,248

Class I

Shares sold

22,224,702

$

244,957,754

34,364,204

$

368,374,812

Shares issued in connection with reinvestments of dividends

358,044

3,943,291

222,188

2,409,785

Proceeds from short-term redemption fees

N/A

4,390

N/A

435

Shares redeemed

(10,256,469

)

(112,934,324

)

(5,743,724

)

(61,924,260

)

Net increase

12,326,277

$

135,971,111

28,842,668

$

308,860,772

40


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the years ended October 31, 2021 and 2020. Specifically:

During the year ended 2021, 243 shares of Class N were exchanged for 244 shares of Class I valued at $2,688, and 106,612 shares of Class I were exchanged for 106,515 shares of Class N valued at $1,172,702.

During the year ended 2020, 994,055 shares of Class N were exchanged for 994,975 shares of Class I valued at $10,757,858.

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). 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, higher volatility for securities with longer maturities (interest rate risk), difficulty in being able to purchase or sell a security (liquidity risk) and a significant position in municipal securities in a particular state (geographic 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. Natural disasters, the spread of infectious illness and other public health emergencies, recession, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse effects on world economies and markets generally (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 may make up a large percentage of the Fund’s shareholders (shareholder concentration risk). LIBOR is scheduled to be phased out by 2022. The unavailability and/or discontinuation of LIBOR may affect the value, liquidity or return on certain fund investments that mature later than 2022 and may result in costs incurred in connection with closing out positions and entering into new positions. Any pricing adjustments to the fund’s

financial statements october 31, 2021

41


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

investments resulting from a substitute reference rate may also adversely affect the fund’s performance and/or net asset value (LIBOR Transition 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.

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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

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

7. Subsequent Events. BBH&Co. ("BBH"), the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH’s Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

42


BBH INTERMEDIATE MUNICIPAL BOND FUND


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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, 2021 to October 31, 2021).

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, 2021

43


BBH INTERMEDIATE MUNICIPAL BOND FUND


DISCLOSURE OF FUND EXPENSES (continued)

October 31, 2021 (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, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Class N

Actual

$1,000

$   997

$3.27

Hypothetical2

$1,000

$1,022

$3.31

Beginning

Account Value

May 1, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Class I

Actual

$1,000

$   998

$2.23

Hypothetical2

$1,000

$1,023

$2.26

________________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.65% and 0.44% 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.

44


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST

October 31, 2021 (unaudited)

Description of Potential Material Conflicts of Interest - Investment Adviser

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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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 Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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

financial statements october 31, 2021

45


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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 Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

46


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser or the Sub-Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds for its discretionary

financial statements october 31, 2021

47


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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.

48


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

financial statements october 31, 2021

49


BBH INTERMEDIATE MUNICIPAL BOND FUND


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

The Fund hereby designates $602,567 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, 2021 was 100%. In January 2022, shareholders will receive Form 1099-DIV, which will include their share of qualified dividends distributed during the calendar year 2021. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their individual income tax returns.

50


TRUSTEES AND OFFICERS OF BBH INTERMEDIATE MUNICIPAL BOND FUND


(unaudited)

Information pertaining to the Trustees and executive officers of the Trust as of October 31, 2021 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 Trustee^

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 advisor.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment advisor.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds); Director of Teton Advisors, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018-present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

financial statements october 31, 2021

51


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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

52


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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation, April 2015 - March 2020.

financial statements october 31, 2021

53


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.

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. in 2014.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year: 1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since June 2021; joined BBH&Co. in 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP, April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 – April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

54


BBH INTERMEDIATE MUNICIPAL BOND FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM

October 31, 2021 (unaudited)

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry in order to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of BBH Trust met on March 9, 2021 to review the liquidity risk management program (the “Program”) for the funds of BBH Trust (the “Funds”) pursuant to the Liquidity Rule. The Board has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the Funds, as the Program Administrator for each Fund’s Program. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness of the Program. The Report covered the period from February 1, 2020 through January 31, 2021 (the “Reporting Period”).

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following points.

Liquidity classification. The Report described the Program’s liquidity classification methodology for categorizing the Funds’ investments into one of four liquidity buckets.

Highly Liquid Investment Minimum. The Report noted that one aspect of the Liquidity Rule is a requirement that funds that are expected to have less than 50% of assets classified as other than “highly liquid” should establish a minimum percentage of highly liquid assets that the fund is expected to hold on an on-going basis. The Program Administrator monitors the percentages of assets in each category on an ongoing basis and, given that no Fund has approached the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum as provided for in the Liquidity Rule to any of the Funds.

The Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed whether each Fund’s investment strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets and factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account.

Short-term and long-term cash flow projections during normal and reasonably foreseeable stressed market conditions. During the Reporting Period, the Program Administrator reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Program Administrator also took into consideration other factors such as shareholder ownership concentration, applicable distribution channels and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

Holdings of cash and cash equivalents. The Program Administrator considered the degree to which each Fund held cash and cash equivalents as a component of each Fund’s ability to meet redemption requests.

financial statements october 31, 2021

55


BBH INTERMEDIATE MUNICIPAL BOND FUND


OPERATION AND EFFECTIVENESS OF THE FUND’S LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

October 31, 2021 (unaudited)

There were no material changes to the Program during the Reporting Period. The Program Administrator has informed the Board that it believes that the Fund’s Program is adequately designed, has been implemented as intended, and has operated effectively since its implementation. No material exceptions have been noted since the implementation of the Program, and there were no liquidity events that impacted the Fund or its ability to meet redemption requests on a timely basis during the Reporting Period.

56


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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

 

 


image provided by client

 

Annual Report

OCTOBER 31, 2021

BBH U.S. Government Money Market Fund


BBH U.S. GOVERNMENT MONEY MARKET FUND


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

October 31, 2021

For the 12-month period ended October 31, 2021, the BBH U.S. Government Money Market Fund (the “Fund”) returned 0.01%. We believe the performance of the Fund remains competitive with industry peers, while maintaining a high degree of quality and liquidity throughout the period.

The Fund seeks to maximize income while attempting to preserve capital and maintain liquidity by investing in securities issued or guaranteed as to principal and interest by the U.S. Government or its Agencies and repurchase agreements fully backed by such instruments.

The Federal Reserve (“Fed”) maintained an accommodative monetary policy throughout the reporting period leaving the Federal Funds Rate target unchanged at a range of 0% to 0.25%. Throughout the first half of the period the Fed noted that the path of the economy would depend significantly on the course of the virus. And while the economy and labor market improved, they remained far from substantial further progress that would prompt a change in the accommodative stance of policy. In March, the American Rescue Plan Act of 2021 was signed into law by the President addressing the need for more fiscal stimulus. The Fed increased the rate of Interest on Excess Reserves and the Reverse Repo Facility by 5 basis points* to 15 and 5 basis points, respectively, giving a much-needed boost to the money markets.

During the second half of the period, higher inflation readings and uneven labor market gains have challenged the Fed’s stance on accommodative policy as the economy continues to emerge from the depths of the pandemic. The Fed announced its plan to taper the $120 billion monthly pace of its asset purchases beginning in mid-November, stating that the move came “in light of the substantial further progress the economy has made toward the Committee’s goals since last December.” The markets expectations of an increase in the Federal Funds Rate target shifted to mid-2022. However, the outlook for the economy remains uncertain and Fed policy remains supportive to mitigate the downside risks.

The investment team for the BBH Money Market Fund maintained what it believed to be a prudent investment strategy throughout the period, with a weighted average maturity typically between 35 and 45 days.

________________

*One "basis point" or "bp" is 1/100th of a percent (0.01% or 0.0001)

financial statements october 31, 2021

59


BBH U.S. GOVERNMENT MONEY MARKET FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of the BBH Trust and Shareholders of BBH U.S. Government Money Market Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH U.S. Government Money Market Fund (the "Fund"), one of the funds within BBH Trust, as of October 31, 2021, 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, the financial highlights for each of the two years in the period then ended, the period from July 1, 2019 to October 31, 2019 and for each of the three years in the period ended June 30, 2019, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, and 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 two years in the period then ended, the period from July 1, 2019 to October 31, 2019 and for each of the three years in the period ended June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the BBH Trust's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the BBH Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The BBH Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the BBH Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

60


BBH U.S. GOVERNMENT MONEY MARKET FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included 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 October 31, 2021, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2021

We have served as the auditor of one or more Brown Brothers Harriman investment companies since 1991.

financial statements october 31, 2021

61


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO ALLOCATION

October 31, 2021

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

U.S. Government Agency Obligation

$

84,999,056

2.0

%

U.S. Treasury Bills

3,894,878,765

92.2

Repurchase Agreements

175,000,000

4.1

Cash and Other Assets in Excess of Liabilities

72,538,981

1.7

NET ASSETS

$

4,227,416,802

100.0

%

All data as of October 31, 2021. The Fund's breakdown by security type is expressed as a percentage of net assets and may vary over time.

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

62


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO OF INVESTMENTS

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

U.S. GOVERNMENT AGENCY OBLIGATION (2.0%)

$

85,000,000

Federal Home Loan Bank Discount Notes1

11/17/21

0.025

%

$

84,999,056

Total U.S. Government Agency Obligation

    (Cost $84,999,056)

84,999,056

 

U.S. TREASURY BILLS (92.2%)

45,000,000

U.S. Treasury Bill1

11/02/21

0.040

44,999,950

200,000,000

U.S. Treasury Bill1,2

11/04/21

0.048

199,999,208

225,000,000

U.S. Treasury Bill1,2

11/09/21

0.045

224,997,750

290,000,000

U.S. Treasury Bill1,2

11/12/21

0.029

289,997,418

320,000,000

U.S. Treasury Bill1,2

11/16/21

0.034

319,995,506

345,000,000

U.S. Treasury Bill1,2

11/18/21

0.039

344,993,626

425,000,000

U.S. Treasury Bill1,2

11/23/21

0.041

424,989,330

275,000,000

U.S. Treasury Bill1,2

11/26/21

0.047

274,991,094

270,000,000

U.S. Treasury Bill1,2

11/30/21

0.048

269,989,487

280,000,000

U.S. Treasury Bill1,2

12/02/21

0.041

279,990,132

400,000,000

U.S. Treasury Bill1,2

12/07/21

0.041

399,983,550

360,000,000

U.S. Treasury Bill1,2

12/09/21

0.041

359,984,325

100,000,000

U.S. Treasury Bill1

12/14/21

0.067

99,991,997

310,000,000

U.S. Treasury Bill1,2

12/16/21

0.056

309,978,413

50,000,000

U.S. Treasury Bill1

01/27/22

0.025

49,996,979

Total U.S. Treasury Bills

    (Cost $3,894,878,765)

3,894,878,765

 

REPURCHASE AGREEMENTS (4.1%)

55,000,000

BNP Paribas (Agreement dated 10/29/21 collateralized by FHLMC 3.000%-8.000%, due 01/01/27-09/01/51, original par $19,987,036, value $4,803,805, FNMA 1.807%-6.000%, due 01/01/27-07/01/51, original par $25,429,488, value $9,034,788, GNMA 2.126%-4.500%, due 11/20/34- 01/20/69, original par $30,537,941, value $11,775,613, U.S. Treasury Securities 0.000%-6.875%, due 12/07/21-08/31/26, original par $28,020,000, value $30,485,798)

11/01/21

0.050

55,000,000

65,000,000

National Australia Bank Ltd. (Agreement dated 10/29/21 collateralized by U.S. Treasury Notes 1.250%, due 05/31/28, original par $66,980,000, value $66,300,000)

11/01/21

0.020

65,000,000

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

financial statements october 31, 2021

63


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

Principal

Amount

Maturity

Date

Interest

Rate

Value

REPURCHASE AGREEMENTS (continued)

$

55,000,000

Societe Generale (Agreement dated 10/29/21 collateralized by FHLMC 4.000%-4.500%, due 11/01/40-09/01/48, original par $4,644, value $1,232, FNMA 1.532%-4.500%, due 11/01/26-02/01/57, original par $16,093,268, value $9,286,326, GNMA 1.875%-3.500%, due 01/20/26-07/20/51, original par $9,706,049, value $5,039,027, REFC 0.000%, due 01/15/30-04/15/30, original par $42,340,000, value $36,487,195, U.S. Treasury Securities 0.000%-7.625%, due 10/31/21-10/31/26, original par $5,159,800, value $5,286,220)

11/01/21

0.040

%

$

55,000,000

Total Repurchase Agreements

      (Cost $175,000,000)

175,000,000

TOTAL INVESTMENTS (Cost $4,154,877,821)3

98.3

%

 

$

4,154,877,821

ASSETS IN EXCESS OF OTHER LIABILITIES

1.7

%

72,538,981

NET ASSETS

100.0

%

$

4,227,416,802

_______________________

1

Coupon represents a yield to maturity.

2

Coupon represents a weighted average yield.

3

The cost of securities for federal income tax purposes is substantially the same as for financial reporting purposes.

Abbreviations:

FHLMC – Federal Home Loan Mortgage Corporation.

FNMA – Federal National Mortgage Association.

GNMA – Government National Mortgage Association.

REFC – Resolution Funding Corporation.

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

64


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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, 2021

65


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO OF INVESTMENTS (continued)

October 31, 2021

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. As observable prices are not available for these securities, valuation techniques are used to derive fair value.

At October 31, 2021, 100% of the Fund’s investments were valued using amortized cost, in accordance with rules under the Investment Company Act of 1940, as amended (the “1940 Act”). Amortized cost approximates the fair value of a security, but since the value is not obtained from a quoted price in an active market, securities valued at amortized cost are considered to be valued using Level 2 inputs.

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, 2021.

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, 2021

U.S. Government Agency Obligation

$

$

84,999,056

$

$

84,999,056

U.S. Treasury Bills

3,894,878,765

3,894,878,765

Repurchase Agreements

175,000,000

175,000,000

Total Investment, at value

$

$

4,154,877,821

$

$

4,154,877,821

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

66


BBH U.S. GOVERNMENT MONEY MARKET FUND


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2021

ASSETS:

Investments, at cost which approximates fair value

$3,979,877,821

Repurchase agreements (Cost $175,000,000)

175,000,000

Cash

72,741,428

Receivables for:

Investment advisory and administrative fees waiver reimbursement

615,601

Interest

1,443

Shares sold

359

Prepaid assets

19,700

Total Assets

4,228,256,352

LIABILITIES:

Payables for:

Investment advisory and administrative fees

703,493

Custody and fund accounting fees

63,637

Professional fees

47,083

Transfer agent fees

4,407

Dividends declared

3,474

Board of Trustees' fees

1,111

Accrued expenses and other liabilities

16,345

Total Liabilities

839,550

NET ASSETS

$4,227,416,802

Net Assets Consist of:

Paid-in capital

$4,227,416,203

Undistributed net investment income

599

Net Assets

$4,227,416,802

NET ASSET VALUE AND OFFERING PRICE PER SHARE

INSTITUTIONAL SHARES

($4,227,416,802 ÷ 4,227,422,221 shares outstanding)

$1.00

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

financial statements october 31, 2021

67


BBH U.S. GOVERNMENT MONEY MARKET FUND


STATEMENT OF OPERATIONS

For the year ended October 31, 2021

NET INVESTMENT INCOME:

Income:

Interest income

$

1,853,388

Other income

35,788

Total Income

1,889,176

Expenses:

Investment advisory and administrative fees

7,972,965

Custody and fund accounting fees

285,999

Board of Trustees' fees

81,638

Professional fees

56,457

Shareholder servicing fees

51,544

Transfer agent fees

29,091

Miscellaneous expenses

177,375

Total Expenses

8,655,069

Investment advisory, administrative and shareholder service fee waiver

(7,158,565

)

Net Expenses

1,496,504

Net Investment Income

392,672

NET REALIZED GAIN:

Net realized gain on investments

16,860

Net Increase in Net Assets Resulting from Operations

$

409,532

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

68


BBH U.S. GOVERNMENT MONEY MARKET FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31,

2021

2020

INCREASE IN NET ASSETS:

Operations:

Net investment income

$

392,672

$

13,697,472

Net realized gain on investments

16,860

40,269

Net increase in net assets resulting from operations

409,532

13,737,741

Distributions declared:

Regular Shares*

(2,579

)

(345,171

)

Institutional Shares

(371,165

)

(13,392,570

)

Total distributions declared

(373,744

)

(13,737,741

)

From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share:

Fund shares sold and fund shares issued in connection with reinvestments of dividends

8,901,851,221

8,663,555,206

Fund shares repurchased

(8,210,017,012

)

(7,238,357,034

)

Net increase in net assets resulting from fund share transactions

691,834,209

1,425,198,172

Total increase in net assets

691,869,997

1,425,198,172

NET ASSETS:

Beginning of year

3,535,546,805

2,110,348,633

End of year

$

4,227,416,802

$

3,535,546,805

_______________________________

*

Effective February 26, 2021, the Fund’s Regular Share Class was converted to the Fund’s Institutional Share Class.

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

financial statements october 31, 2021

69


BBH U.S. GOVERNMENT MONEY MARKET FUND


FINANCIAL HIGHLIGHTS

Selected per share data and ratios for an Institutional Share outstanding throughout each period.

For the years

ended October 31,

For the period from July 1,

2019 to October 31,

For the years

ended June 30,

2021

2020

2019

2019

2018

2017

Net asset value, beginning of period

$

1.00

$

1.00

$

1.00

$

1.00

$

1.00

$

1.00

Income from investment operations:

Net investment income1

0.00

2

0.01

0.01

0.02

0.01

0.00

2

Distributions to shareholders:

From net investment income

0.00

2

(0.01

)

(0.01

)

(0.02

)

(0.01

)

0.00

2

Total distributions

0.00

2

(0.01

)

(0.01

)

(0.02

)

(0.01

)

0.00

2

Net asset value, end of period

$

1.00

$

1.00

$

1.00

$

1.00

$

1.00

$

1.00

Total return3

0.01

%

0.59

%

0.63

%4

2.02

%

1.06

%

0.22

%

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

4,227

$

3,475

$

2,040

$

2,126

$

1,710

$

1,455

Ratio of expenses to average net assets before reductions

0.23

%

0.24

%

0.24

%5

0.24

%

0.26

%

0.24

%

Expense reimbursement6

(0.19

)%

(0.05

)%

%

%

%

%

Expense offset arrangement

%

%

%

(0.01

)%

(0.02

)%

(0.00

)%7

Ratio of expenses to average net assets after reductions

0.04

%

0.19

%

0.24

%5

0.23

%

0.24

%

0.24

%

Ratio of net investment income to average net assets

0.01

%

0.48

%

1.86

%

2.02

%

1.07

%

0.21

%

____________

1

Calculated using average shares outstanding for the period.

2

Less than $0.01 per share.

3

Assumes the reinvestment of distributions.

4

Not Annualized.

5

Annualized with the exception of audit fees.

6

During the years ended October 31, 2021, 2020, the period ended October 31, 2019, and the years ended June 30, 2019, 2018 and 2017, the investment advisory and administrative fee/shareholder servicing fee waivers, as a result of a minimum yield agreement, were $7,060,486, $1,299,428, $-, $-, $- and $-, respectively.

7

Less than 0.01%.

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

70


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS

October 31, 2021

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. As of the close of business on February 26, 2021, shares of the Fund’s Regular Shares class were converted to the Fund’s Institutional Shares class. The Regular Shares class ceased operation at this time. The Fund currently offers one class of shares designated as Institutional Shares. The investment objective of the Fund is to provide investors with as high a level of income as is consistent with the preservation of capital and the maintenance of liquidity. At October 31, 2021, there were nine series of the Trust. Effective July 1, 2019, the Fund changed its fiscal year end from June 30, 2019 to October 31, 2019.

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. 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 Fund’s 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 generally apportioned among each fund in the Trust on a net assets basis or other suitable method. 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

financial statements october 31, 2021

71


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 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.

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 are disclosed on a gross basis and information related to collateral, which could be offset in event of default, are shown in the Portfolio of Investments.

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

72


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

tax benefits as of October 31, 2021, nor were there any increases or decreases in unrecognized tax benefits for the period 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, 2021, 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.

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 $2,579 and $371,165 to Regular and Institutional shareholders, respectively, during the year ended October 31, 2021.

The tax character of distributions paid during the years ended October 31, 2021 and 2020, respectively, were as follows:

Distributions paid from:

Ordinary

income

Net

long-term

capital gain

Total taxable

distributions

Total

Distributions

paid

2021:

$

373,744

$

$

373,744

$

373,744

 

2020:

13,737,741

13,737,741

13,737,741

 

As of October 31, 2021 and 2020, respectively, the components of retained earnings/(accumulated deficit) were as follows:

Components of retained earnings/(accumulated deficit):

Undistributed

ordinary

income

Undistributed

long-term

capital gain

Accumulated

capital and

other losses

Other

book/tax

temporary

differences

Unrealized

appreciation/

(depreciation)

Total

retained

earnings/

(accumulated

deficit)

2021:

$

4,073

$

$

$

(3,474

)

$

$

599

2020:

24,690

(59,879

)

(35,189

)

The Fund did not have a net capital loss carryforward at October 31, 2021.

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.

financial statements october 31, 2021

73


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

Total distributions paid may differ from the amounts shown in the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.

There are no significant differences between book-basis and tax-basis unrealized appreciation/(depreciation) for investments for the current period.

To the extent future capital gains are offset by future capital loss carryforwards, if any, such gains will not be distributed.

G. Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent 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 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 Fund’s average daily net assets and 0.20% of the Fund’s average daily net assets in excess of $1,000,000,000. For the year ended October 31, 2021, the Fund incurred $7,972,965 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 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 October 31, 2021, BBH waived fees in the amount of $54,794 and $7,060,486 for Regular Shares and Institutional Shares, respectively.

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 October 31, 2021, the Regular Shares of the Fund incurred $51,544 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

74


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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 to 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 October 31, 2021, the Regular Shares of the Fund incurred $43,285 in shareholder servicing 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 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% per annum of average daily net assets. For the year ended October 31, 2021, the Fund incurred $285,999 in custody and fund accounting fees. As per agreement with the Fund’s custodian, the Fund receives interest income on cash balances held by the custodian at the BBH Base Rate. The BBH Base Rate is defined as BBH’s effective trading rate in local money markets on each day. The total interest earned by the Fund under the agreement for the year ended October 31, 2021 was $19,606. This amount is included in “Interest income” in the Statement of Operations. 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, 2021 was $22,874. This amount is included in the “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 (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 October 31, 2021, the Fund incurred $81,638 in Independent Trustee compensation and expense reimbursements.

G.Officers of the Trust. Officers of the Trust are also employees of BBH. Officers are paid no fees by the Trust for their services to the Trust.

financial statements october 31, 2021

75


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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. Effective February 26, 2021, the Fund’s Regular Share Class was converted to the Fund’s Institutional Share Class. Transactions in Regular Shares and Institutional Shares were as follows:

 

For the year ended

October 31, 2021

For the year ended

October 31, 2020

Shares

Dollars

Shares

Dollars

Regular Shares

Shares sold

107,428,914

$

107,428,914

315,424,689

$

315,424,689

Shares issued in connection with reinvestments of dividends

7

7

126,888

126,888

Shares redeemed

(168,383,442

)

(168,383,442

)

(325,258,417

)

(325,258,417

)

Net decrease

(60,954,521

)

$

(60,954,521

)

(9,706,840

)

$

(9,706,840

)

Institutional Shares

Shares sold

8,794,422,278

$

8,794,422,278

8,347,970,492

$

8,347,970,492

Shares issued in connection with reinvestments of dividends

22

22

33,137

33,137

Shares redeemed

(8,041,633,570

)

(8,041,633,570

)

(6,913,098,617

)

(6,913,098,617

)

Net increase

752,788,730

$

752,788,730

1,434,905,012

$

1,434,905,012

5. 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:

Investments in the Fund are neither insured nor guaranteed by the U.S. Government. Shares of the Fund are not deposits or obligations of, or guaranteed by, BBH or any other bank, and the shares are neither insured nor guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other federal, state or other governmental agency. BBH has no legal obligation to provide financial support to the Fund and you should not expect that BBH as the Fund’s sponsor will provide financial support to the Fund at any time. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.

The divergence of the Fund’s amortized cost price per share from its market based net asset value per share may result in the Fund’s inability to maintain a stable $1.00 NAV, resulting in material dilution or other unfair results to shareholders (stable NAV risk). In the normal course of business the Fund invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk), failure of an issuer, guarantor or counterparty to a transaction to perform (credit risk) or

76


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

changes in interest rates (interest rate risk). The Fund is subject to the risk that the securities selected by the investment adviser may underperform (management risk). Even though the Fund’s investments in repurchase agreements are collateralized at all times, there is some risk to the Fund if the other party to the agreement should default on its obligations (repurchase agreement risk). The Fund’s investments in certain U.S. government agency securities may not be backed by the U.S. Treasury and may be supported only by the credit of the issuer (U.S. government agency securities risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by the Fund’s investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The Fund’s exposure to these risks with respect to these financial assets held by the Fund is reflected in their value as recorded in the Fund’s Statement of Assets and Liabilities. The U.S. Securities and Exchange Commission (“SEC”) and other regulators may adopt additional money market fund regulations in the future, which may impact the operation and performance of the Fund (Regulatory Risk). The absence of an active market for the Fund’s variable and floating rate securities could make it difficult for the Fund to dispose of them if the issuer defaults (variable and floating rate instrument risk).

In 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic with various cities and countries around the world responding in different ways to address the outbreak. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. Management is monitoring developments relating to COVID-19 and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

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.

6. Money Market Regulation. Money market funds are required to comply with SEC regulations and 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 Fund’s 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

financial statements october 31, 2021

77


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2021

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. Significant Events. Effective February 26, 2021, the Fund’s Regular Share Class was converted to the Fund’s Institutional Share Class.

There are no other significant events to report as they relate to the Fund.

8.Subsequent Events. BBH, the custodian and fund accountant for the Fund, has entered into an agreement with State Street Corporation (“State Street”) under which State Street will acquire BBH’s Investor Services business; which includes those services provided to the Fund. The transaction is expected to be completed in the first quarter of 2022, subject to customary closing conditions and regulatory approvals. Investment advisory, portfolio management and administrative services provided to BBH Trust by BBH through its SID are not impacted by the agreement with State Street.

Management has evaluated events and transactions that have occurred since October 31, 2021 through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or additional disclosure in the financial statements.

78


BBH U.S. GOVERNMENT MONEY MARKET FUND


DISCLOSURE OF FUND EXPENSES

October 31, 2021 (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, 2021 to October 31, 2021).

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, 2021

79


BBH U.S. GOVERNMENT MONEY MARKET FUND


DISCLOSURE OF FUND EXPENSES (continued)

October 31, 2021 (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, 2021

Ending

Account Value

October 31, 2021

Expenses Paid

During Period

May 1, 2021 to

October 31, 20211

Institutional Shares

Actual

$1,000

$1,000

$0.10

Hypothetical2

$1,000

$1,025

$0.10

________________

1

Expenses are equal to the Fund’s annualized net expense ratio of 0.02% for Institutional Shares, multiplied by 184/365 (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.

80


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST

October 31, 2021 (unaudited)

Conflict 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 Funds. In addition, certain of such clients (including the Funds) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Funds.

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 (“CCO”) 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 Funds’ operations in such a way as to safeguard the Funds 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 CCO 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 Funds 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 Funds (“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 Funds and Other Clients. Investments made by the Funds do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients’ accounts may produce results that are materially different from those experienced by the Funds. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Funds’ 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

financial statements october 31, 2021

81


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Funds. From time to time, the Investment Adviser and Sub-Adviser, sponsor and with other investment pools and accounts which engage in the same or similar businesses as the Funds 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, BBH and the Investment Adviser have implemented policies and procedures designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The policies and procedures require, among other things, objective allocation for limited investment opportunities, and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Nevertheless, access to investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

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 Funds 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 Funds. BBH may have conflicting duties of loyalty while servicing the Funds and/or opportunities to further its own interest to the detriment of the Funds. 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 Funds’ administrator is the primary valuation agent of the Funds. BBH values securities and assets in the Funds according to the Funds’ valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to the Funds’ 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 Funds may be aggregated with orders for other client 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. When this occurs, the various prices may be averaged, and the Funds 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 Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

82


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Funds, may seek to buy from or sell securities to another fund or account advised by BBH, the Investment Adviser. Subject to applicable law and regulation, BBH, the Investment Adviser may (but is not required to) effect purchases and sales between BBH, the Investment Adviser clients (“cross trades”), including the Funds, if BBH, the Investment Adviser or the Sub-Adviser believe such transactions are appropriate based on each party’s investment objectives and guidelines. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Funds. BBH, the Investment Adviser and/or the Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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 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 accounts managed by the Investment 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 client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other accounts. To the extent that the 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.

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 Funds. That investment by BBH on behalf of its discretionary investment advisory clients in the Funds may be significant at times.

Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Funds’ expense ratio. In selecting the Funds for its discretionary

financial statements october 31, 2021

83


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (unaudited)

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 Funds benefit from additional fees when the Funds 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 Funds acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Funds by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Funds, which might have an adverse effect on the Funds’ investment flexibility, portfolio diversification and expense ratio.

Valuation. When market quotations are not readily available, or are believed by BBH to be unreliable, the Funds’ investments will be valued at fair value by BBH pursuant to procedures adopted by the Funds’ 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 Funds 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 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.

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 Funds, which could have an adverse effect on the Funds. 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 Funds. However, BBH, including the Investment Adviser, has implemented policies and procedures concerning personal trading by BBH Partners and employees. The policies and procedures are intended to prevent BBH Partners and employees with access to Fund material non-public information from trading in the same securities as the Funds.

84


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST (continued)

October 31, 2021 (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 Funds 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. BBH, including the Investment Adviser, has implemented policies and procedures concerning gifts and entertainment to mitigate any impact on the judgment of BBH Partners and employees.

financial statements october 31, 2021

85


BBH U.S. GOVERNMENT MONEY MARKET FUND


ADDITIONAL FEDERAL TAX INFORMATION

October 31, 2021 (unaudited)

In January 2022, the Fund will report on Form 1099 the tax status of all distributions made during the calendar year 2021. Shareholders should use the information on Form 1099 for their income tax returns.

86


TRUSTEES AND OFFICERS OF BBH U.S. GOVERNMENT MONEY MARKET FUND


(unaudited)

Information pertaining to the Trustees and executive officers of BBH Trust as of October 31, 2021 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 Trustee^

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.

9

None.

Andrew S. Frazier

Birth Year: 1948

Trustee

Since 2010

Retired.

9

None.

Mark M. Collins

Birth Year: 1956

Trustee

Since 2011

Partner of Brown Investment Advisory Incorporated, a registered investment adviser.

9

Chairman of Dillon Trust Company.

John M. Tesoro

Birth Year: 1952

Trustee

Since 2014

Retired.

9

Trustee, Bridge Builder Trust (8 Funds), Director, Teton Advisers, Inc. (a registered investment adviser).

Joan A. Binstock

Birth Year: 1954

Trustee

Since 2019

Partner, Chief Financial and Operations Officer, Lord Abbett & Co. LLC (1999-2018); Lovell Minnick Partners, Advisers Counsel (2018- present).

9

Independent Director, Morgan Stanley Direct Lending Fund; KKR Real Estate Interval Fund.

financial statements october 31, 2021

87


TRUSTEES AND OFFICERS OF BBH U.S. GOVERNMENT MONEY MARKET 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 Trustee^

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

Interested Trustees

Susan C. Livingston+

50 Post Office Square

Boston, MA 02110

Birth Year: 1957

Trustee

Since 2011

Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co.

9

None.

John A. Gehret+

140 Broadway

New York, NY 10005

Birth Year: 1959

Trustee

Since 2011

Limited Partner of BBH&Co. (2012-present).

9

None.

88


TRUSTEES AND OFFICERS OF BBH U.S. GOVERNMENT MONEY MARKET 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 2015.

Kristin Marvin

140 Broadway

New York, NY 10005

Birth Year: 1981

Anti-Money Laundering Officer (“AMLO”)

Since 2021

Assistant Vice President of BBH&Co. since March 2020; Program Manager, Ares Management Corporation, April 2015 - March 2020.

financial statements october 31, 2021

89


TRUSTEES AND OFFICERS OF BBH U.S. GOVERNMENT MONEY MARKET 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.

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.

Dania C. Piscetta

50 Post Office Square

Boston, MA 02110

Birth Year: 1989

Assistant Secretary

Since 2021

Assistant Vice President of BBH&Co. since 2021; joined BBH&Co. in 2021; Assistant Vice President and Legal Associate of Wellington Management Company LLP, April 2018 - March 2021; Senior Compliance Analyst, Fidelity Investments, May 2016 - April 2018.

________________

#

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust.

+

Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their positions as Partner and Limited Partner of BBH&Co., respectively.

^

The Fund Complex consists of the Trust, which has nine series, and each is counted as one “Portfolio” for purposes of this table.

90


Administrator

Brown Brothers Harriman & Co.

140 Broadway

New York, NY 10005

 

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

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.

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 a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available electronically on the SEC’s website (sec.gov). For a complete list of a fund’s portfolio holdings, view the most recent holdings listing, semi-annual report, or annual report on the Fund’s web site at http://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, 2021 (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 Mark M. Collins and Joan A. Binstock 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 Messrs. Fraizer, Tesoro and Collins and Ms. Binstock as the Registrant’s audit committee financial experts. Messrs. Frazier, Tesoro and Collins and Ms. Binstock 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 $416,000 for 2021 and $331,000 for 2020.

(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 2021 and $0 for 2020.

(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 $53,000 for 2021 and $54,442 for 2020. 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 $93,000 for 2021 and $28,333 for 2020.

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 $1,549,000 for 2021 and $1,904,181 for 2020.

(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 13(a)(2) to this Form N-CSR.

(a)(3)

Not applicable.

(a)(4)

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 13(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 10, 2022

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 10, 2022

 

By: (Signature and Title)

 

/s/ Charles H. Schreiber

Charles H. Schreiber

Title: Treasurer (Principal Financial Officer)

Date: January 10, 2022